Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 07, 2019 | Jun. 30, 2018 | |
Entity Registrant Name | Camping World Holdings, Inc. | ||
Entity Central Index Key | 0001669779 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 814,841,000 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Class A common stock | |||
Entity Common Stock, Shares Outstanding | 37,193,195 | ||
Class B common stock | |||
Entity Common Stock, Shares Outstanding | 50,706,629 | ||
Class C common stock | |||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 138,557 | $ 224,163 |
Contracts in transit | 53,214 | 46,227 |
Accounts receivable, less allowance for doubtful accounts of $4,398 and $2,700 in 2018 and 2017, respectively | 85,711 | 79,881 |
Inventories | 1,558,970 | 1,415,915 |
Prepaid expenses and other assets | 51,710 | 41,138 |
Total current assets | 1,888,162 | 1,807,324 |
Property and equipment, net | 359,855 | 198,022 |
Deferred tax assets, net | 145,943 | 152,683 |
Intangible assets, net | 35,284 | 38,707 |
Goodwill | 359,117 | 348,387 |
Other assets | 18,326 | 21,903 |
Total assets | 2,806,687 | 2,567,026 |
Current liabilities: | ||
Accounts payable | 144,808 | 125,616 |
Accrued liabilities | 124,619 | 101,929 |
Deferred revenues and gains | 88,054 | 77,669 |
Current portion of capital lease obligations | 23 | 844 |
Current portion of Tax Receivable Agreement liability | 9,446 | 8,906 |
Current portion of long-term debt | 12,977 | 9,465 |
Notes payable - floor plan, net | 885,980 | 974,043 |
Other current liabilities | 39,211 | 32,662 |
Total current liabilities | 1,305,118 | 1,331,134 |
Capital lease obligations, net of current portion | 23 | |
Right to use liability | 5,147 | 10,193 |
Tax Receivable Agreement liability, net of current portion | 124,763 | 130,826 |
Revolving line of credit | 38,739 | |
Long-term debt, net of current portion | 1,152,888 | 907,437 |
Deferred revenues and gains | 67,157 | 64,061 |
Other long-term liabilities | 79,958 | 51,589 |
Total liabilities | 2,773,770 | 2,495,263 |
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, 2018 and December 31, 2017 | ||
Additional paid-in capital | 42,520 | |
Retained (deficit) earnings | (3,370) | 7,619 |
Total stockholders' equity attributable to Camping World Holdings, Inc. | 44,538 | 50,511 |
Non-controlling interests | (11,621) | 21,252 |
Total stockholders' equity | 32,917 | 71,763 |
Total liabilities and stockholders' equity | 2,806,687 | 2,567,026 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock | 372 | 367 |
Total stockholders' equity | 372 | 367 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock | 5 | 5 |
Total stockholders' equity | 5 | 5 |
Class C common stock | ||
Stockholders' equity: | ||
Common stock | ||
Additional paid-in capital | $ 47,531 | $ 42,520 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' equity (deficit) | ||
Allowance for doubtful accounts | $ 4,398 | $ 2,700 |
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) | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 37,278,690 | 36,758,233 |
Common stock, outstanding | 37,192,364 | 36,749,072 |
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 | 50,706,629 | 50,836,629 |
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 Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenue: | ||||
Total revenue | $ 4,792,017 | $ 4,279,830 | $ 3,516,307 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 3,429,085 | 3,038,916 | 2,522,574 | |
Operating expenses: | ||||
Selling, general, and administrative | 1,069,359 | 853,160 | 691,884 | |
Debt restructure expense | 380 | 387 | 1,218 | |
Depreciation and amortization | 49,322 | 31,545 | 24,695 | |
Goodwill impairment | 40,046 | |||
Loss (gain) on sale of assets | 2,810 | (133) | (564) | |
Total operating expenses | 1,161,917 | 884,959 | 717,233 | |
Income from operations | 201,015 | 355,955 | 276,500 | |
Other income (expense): | ||||
Floor plan interest expense | (38,315) | (27,690) | (18,854) | |
Other interest expense, net | (63,329) | (42,959) | (48,318) | |
Loss on debt restructure | (1,676) | (462) | (5,052) | |
Tax Receivable Agreement liability adjustment | (1,324) | 100,758 | ||
Total other income (expense) | (104,644) | 29,647 | (72,224) | |
Income before income taxes | 96,371 | 385,602 | 204,276 | |
Income tax expense | (30,790) | (154,910) | (5,800) | |
Net income | 65,581 | 230,692 | 198,476 | |
Less: net income attributable to non-controlling interests | (55,183) | (200,839) | (9,591) | |
Net income attributable to Camping World Holdings, Inc. | 10,398 | $ 29,853 | $ 188,885 | |
Earnings per share of Class A common stock: | ||||
Basic | $ 1.12 | $ 0.08 | ||
Diluted | $ 1.12 | $ 0.07 | ||
Class A common stock | ||||
Other income (expense): | ||||
Net income | 65,581 | $ 230,692 | $ 11,113 | |
Less: net income attributable to non-controlling interests | $ (55,183) | $ (200,839) | $ (9,591) | |
Earnings per share of Class A common stock: | ||||
Basic | [1] | $ 0.28 | $ 1.12 | $ 0.08 |
Diluted | [1] | $ 0.28 | $ 1.12 | $ 0.07 |
Weighted average shares of Class A common stock outstanding: | ||||
Basic | 36,985 | 26,622 | 18,766 | |
Diluted | 88,878 | 26,622 | 83,602 | |
New vehicles | ||||
Revenue: | ||||
Total revenue | $ 2,512,854 | $ 2,435,928 | $ 1,862,195 | |
Used vehicles | ||||
Revenue: | ||||
Total revenue | 732,017 | 668,860 | 703,326 | |
Dealership parts, services and other | ||||
Revenue: | ||||
Total revenue | 279,438 | 246,898 | 220,422 | |
Finance and insurance, net | ||||
Revenue: | ||||
Total revenue | 383,711 | 326,609 | 225,994 | |
Consumer services and plans | ||||
Revenue: | ||||
Total revenue | 214,052 | 195,614 | 184,773 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 86,687 | 81,822 | 79,272 | |
Dealership | ||||
Revenue: | ||||
Total revenue | 3,694,928 | 3,024,358 | ||
Other income (expense): | ||||
Income before income taxes | 290,607 | 198,840 | ||
Dealership | New vehicles | ||||
Revenue: | ||||
Total revenue | 2,512,854 | 2,435,928 | 1,862,195 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 2,188,735 | 2,086,229 | 1,596,863 | |
Dealership | Used vehicles | ||||
Revenue: | ||||
Total revenue | 732,017 | 668,860 | 703,326 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 568,400 | 506,093 | 557,253 | |
Dealership | Dealership parts, services and other | ||||
Revenue: | ||||
Total revenue | 279,438 | 246,898 | 220,422 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 140,076 | 128,851 | 112,513 | |
Dealership | Finance and insurance, net | ||||
Revenue: | ||||
Total revenue | 383,711 | 326,609 | 225,994 | |
Retail | ||||
Revenue: | ||||
Total revenue | 669,945 | 405,921 | 319,597 | |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 445,187 | $ 235,921 | $ 176,673 | |
Operating expenses: | ||||
Goodwill impairment | $ 40,046 | |||
[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 Statements of Stoc
Consolidated Statements of 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 | |
Increase (Decrease) in Members' Equity (Deficit) | ||||||||||
Membership units, issued (in shares) | 155,559,000 | |||||||||
Balance at Dec. 31, 2015 | $ (321,445) | $ (321,445) | ||||||||
Increase (Decrease) in Members' Equity (Deficit) | ||||||||||
Net income prior to the Reorganization Transactions (Restated) | 187,363 | 187,363 | ||||||||
Membership units redeemed prior to the Reorganization Transactions | (17,000) | (17,000) | ||||||||
Membership units redeemed prior to the Reorganization Transactions (in shares) | (1,763,000) | |||||||||
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) | $ 386,893 | $ (23,504) | $ (348,885) | $ 71 | $ 6 | 14,581 | ||||
Effect of the Reorganization Transactions (Restated) (in shares) | (153,796,000) | 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 common units | (21,223) | (21,223) | ||||||||
Dividends subsequent to the Reorganization Transactions | [1] | $ (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 | 1,452 | (1,452) | ||||||||
Net income subsequent to the Reorganization Transactions | 1,522 | 9,591 | 11,113 | |||||||
Net income | $ 11,113 | 198,476 | ||||||||
Balance at Dec. 31, 2016 | (33,726) | 7 | (127,483) | $ 189 | $ 6 | (161,007) | ||||
Balance (in shares) at Dec. 31, 2016 | 18,936,000 | 62,003,000 | ||||||||
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 | ||||||||
Non-controlling interest adjustment for capital contribution of Class A common stock for an acquisition by a subsidiary | (3,678) | 3,678 | ||||||||
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 | |||||||||
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 | 177,747 | (881) | $ 130 | $ (1) | 176,995 | |||||
Redemption of LLC common units for Class A common stock (in shares) | 12,945,000 | (11,166,000) | ||||||||
Distributions to holders of LLC common units | (149,633) | (149,633) | ||||||||
Dividends | [1] | (22,241) | (22,241) | |||||||
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | (136,485) | (136,485) | ||||||||
Non-controlling interest adjustment | (6,816) | 6,816 | ||||||||
Net income | 29,853 | 200,839 | $ 230,692 | 230,692 | ||||||
Balance at Dec. 31, 2017 | 42,520 | 7,619 | 21,252 | $ 367 | $ 5 | 71,763 | ||||
Balance (in shares) at Dec. 31, 2017 | 36,749,072 | 50,836,629 | 1 | |||||||
Increase (Decrease) in Members' Equity (Deficit) | ||||||||||
Equity-based compensation | 14,088 | 14,088 | ||||||||
Exercise of stock options | 149 | 149 | ||||||||
Exercise of stock options (in shares) | 7,000 | |||||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | (86) | 86 | ||||||||
Vesting of restricted stock units | 881 | (884) | $ 3 | |||||||
Vesting of restricted stock units (in shares) | 298,000 | |||||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | (1,364) | $ (1) | (1,365) | |||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (77,000) | |||||||||
Disgorgement of short-swing profits by Section 16 officer | 557 | 557 | ||||||||
Redemption of LLC common units for Class A common stock | 4,536 | (153) | $ 3 | 4,386 | ||||||
Redemption of LLC common units for Class A common stock (in shares) | 215,000 | (130,000) | ||||||||
Distributions to holders of LLC common units | (101,755) | (101,755) | ||||||||
Dividends | [1] | (22,697) | (22,697) | |||||||
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | (1,576) | (1,576) | ||||||||
Non-controlling interest adjustment | (12,174) | 12,174 | ||||||||
Net income | 10,398 | 55,183 | $ 65,581 | 65,581 | ||||||
Balance at Dec. 31, 2018 | $ 47,531 | (3,370) | (11,621) | $ 372 | $ 5 | 32,917 | ||||
Balance (in shares) at Dec. 31, 2018 | 37,192,364 | 50,706,629 | 1 | |||||||
Increase (Decrease) in Members' Equity (Deficit) | ||||||||||
Adoption of accounting standard (see Note 1 - Summary of Significant Accounting Policies) | ASU 2014-09 | $ 1,310 | $ 2,476 | $ 3,786 | |||||||
[1] | The Company declared dividends per share of Class A common stock of $0.61, $0.74, and $0.08 per share in 2018, 2017, and 2016, respectively. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' and Members' Equity (Deficit) (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class A common stock | |||
Dividends declared per share | $ 0.61 | $ 0.74 | $ 0.08 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net income | $ 65,581 | $ 230,692 | $ 198,476 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 49,322 | 31,545 | 24,695 |
Equity-based compensation | 14,088 | 5,109 | 1,597 |
Loss on debt restructure | 1,676 | 462 | 5,052 |
Goodwill impairment | 40,046 | ||
Loss (gain) on sale of assets | 2,810 | (133) | (564) |
Provision for losses on accounts receivable | 2,444 | 839 | 1,332 |
Accretion of original debt issuance discount | 1,034 | 942 | 1,127 |
Non-cash interest | 5,068 | 4,360 | 4,543 |
Deferred income taxes | 11,364 | 130,966 | 3,658 |
Tax Receivable Agreement liability adjustment | 1,324 | (100,758) | |
Change in assets and liabilities, net of acquisitions: | |||
Receivables and contracts in transit | (16,550) | (38,019) | (10,932) |
Inventories | (99,610) | (342,780) | (30,964) |
Prepaid expenses and other assets | (8,290) | (20,244) | (4,625) |
Checks in excess of bank balance | 3,942 | 6,585 | (7,478) |
Accounts payable and other accrued expenses | 45,230 | 52,155 | 13,915 |
Payment pursuant to Tax Receivable Agreement | (8,914) | (203) | |
Accrued rent for cease-use locations | (488) | (91) | 945 |
Deferred revenue and gains | 12,448 | 12,943 | 6,143 |
Other, net | 13,767 | 9,315 | 8,855 |
Net cash provided by (used in) operating activities | 136,292 | (16,315) | 215,775 |
Investing activities | |||
Purchases of property and equipment | (133,557) | (59,559) | (39,866) |
Purchase of real property | (120,802) | (21,212) | (17,077) |
Proceeds from the sale of real property | 56,932 | 6,000 | 15,892 |
Purchases of businesses, net of cash acquired | (99,240) | (392,956) | (78,606) |
Proceeds from sale of property and equipment | 3,978 | 795 | 3,870 |
Purchase of intangible assets | (1,523) | ||
Net cash used in investing activities | (292,689) | (468,455) | (115,787) |
Financing activities | |||
Proceeds from long-term debt | 329,775 | 299,246 | 188,137 |
Payments on long-term debt | (82,820) | (7,916) | (288,520) |
Net (payments) borrowings on notes payable - floor plan, net | (85,446) | 358,478 | 34,785 |
Borrowings on revolving line of credit | 45,164 | 12,000 | |
Payments on revolver | (6,425) | (12,000) | |
Payments of principal on capital lease obligations | (844) | (1,198) | (1,465) |
Payments of principal on right to use liability | (161) | (150) | (200) |
Payment of debt issuance costs | (3,345) | (4,604) | (7,085) |
Dividends on Class A common stock | (22,697) | (22,241) | (1,515) |
Proceeds from exercise of stock options | 153 | 1,728 | |
RSU shares withheld for tax | (1,365) | (368) | |
Disgorgement of short-swing profits by Section 16 officer | 557 | ||
Members' distributions | (101,755) | (149,633) | (236,145) |
Net cash (used in) provided by financing activities | 70,791 | 594,737 | (77,817) |
Increase (decrease) in cash and cash equivalents | (85,606) | 109,967 | 22,171 |
Cash and cash equivalents at beginning of the period | 224,163 | 114,196 | 92,025 |
Cash and cash equivalents at end of period | 138,557 | 224,163 | 114,196 |
Class A common stock | |||
Operating activities | |||
Net income | $ 65,581 | 230,692 | 11,113 |
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 | $ 6 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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”). All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. 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, 2018, 2017 and 2016, CWH owned 41.9%, 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 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. 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 CWGS, LLC is a holding company and operates through its subsidiaries. The Company realigned the structure of its internal organization during the three months ended September 30, 2018 in a manner that caused the composition of its reportable segments to change to the following three segments: (i) Consumer Services and Plans, (ii) Dealership, and (iii) Retail. The Company’s reportable segment financial information has been recast to reflect the updated reportable segment structure for all periods presented. See Note 22 to Consolidated Financial Statements for further information about the Company’s segments. The Company primarily provides Consumer Services and Plans offerings under its Good Sam brand, its Dealership offerings under its Camping World brand, and its Retail products primarily under the Camping World and Gander Outdoors 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 Dealership segment, the Company primarily derives revenue from the sale of new and used recreational vehicles (“RVs”), sale of RV parts, services and other, and commissions on the related finance and insurance contracts. Within the Retail segment, the Company primarily derives revenue from the sale of the following: products, parts, accessories, supplies and service for RVs, and equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities. As noted above, both the Dealership and Retail segments derive revenue from the sale of parts, services and other revenues since certain retail locations without associated dealerships have the capability to perform RV repair and maintenance services. Additionally, certain RV parts and accessories can be sold to customers at a dealership or retail location. The revenues and related costs of revenues for these parts and services are recorded in the segment that enters into the transaction with the customer, either Dealership or Retail. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and outdoor enthusiasts. Through dealership acquisitions, retail expansions and the opening of new greenfield locations, we have expanded our number of retail locations to 227 on December 31, 2018 from 153 on December 31, 2017. The table below summarizes our store locations as of December 31, 2018, 2017 and 2016: 2018 2017 2016 Co-habited Dealership and Retail locations 126 116 104 Stand-alone Dealership locations 15 8 1 Stand-alone Retail locations 86 29 17 Total locations 227 153 122 Revisions for Correction of Immaterial Errors The Company corrected for errors that were immaterial to previously-reported consolidated financial statements. These errors were identified in connection with the preparation of the financial statements for the year ended December 31, 2018, and related primarily to i) the cancellation reserve for certain of its finance and insurance offerings within the Dealership segment in other current liabilities and other long-term liabilities, ii) the calculation of the Tax Receivable Agreement liability that arose from transactions in 2017, iii) the classification in the consolidated statements of cash flows of non-cash capital expenditures included in accounts payable and non-cash leasehold improvements paid by lessor in other, net, iv) the adoption of Accounting Standards Codification (“ASC”) No. 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018, and v) certain disclosures described in Note 5 — Property and Equipment, net and Note 6 — Goodwill and Intangible Assets. 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, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and determined the effect of these corrections was not material to the previously issued financial statements. However, correcting the cumulative error during the year ended December 31, 2018 would have been material to the current period. Therefore, the amounts in the previous periods have been revised to reflect the correction of these errors. Additionally, the Company revised members’ equity (deficit) as of January 1, 2016, to correct these errors as of the beginning of the earliest year presented in these consolidated financial statements, resulting in an increase of $14.2 million from the previously reported amount of $307.2 million to the corrected amount of $321.4 million. The consolidated Statements of Stockholders’ and Members’ Equity for the years ended December 31, 2017 and 2016 have also been revised to include the changes to net income and additional paid-in capital as noted below. The following table presents the effect of the error correction on the Company’s consolidated balance sheet for the period indicated: As of December 31, 2017 ($ in thousands) As Reported Adjustment As Corrected Prepaid expenses and other assets $ 32,721 $ 8,417 $ 41,138 Total current assets 1,798,907 8,417 1,807,324 Deferred tax assets, net 155,551 (2,868) 152,683 Total assets 2,561,477 5,549 2,567,026 Current portion of Tax Receivable Agreement liability 8,093 813 8,906 Other current liabilities 22,510 10,152 32,662 Total current liabilities 1,320,169 10,965 1,331,134 Tax Receivable Agreement liability, net of current portion 129,596 1,230 130,826 Other long-term liabilities 39,161 12,428 51,589 Total liabilities 2,470,640 24,623 2,495,263 Additional paid-in capital 49,941 (7,421) 42,520 Retained earnings 6,192 1,427 7,619 Total stockholders' equity attributable to Camping World Holdings, Inc. 56,505 (5,994) 50,511 Non-controlling interests 34,332 (13,080) 21,252 Stockholders' equity (deficit) 90,837 (19,074) 71,763 Total liabilities and stockholders' equity 2,561,477 5,549 2,567,026 The following table presents the effect of the error corrections on the consolidated statements of income for the periods indicated: Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue: Finance and insurance, net $ 332,034 $ (5,425) $ 326,609 $ 228,684 $ (2,690) $ 225,994 Total revenue 4,285,255 (5,425) 4,279,830 3,518,997 (2,690) 3,516,307 Income from operations 361,380 (5,425) 355,955 279,190 (2,690) 276,500 Tax Receivable Agreement liability adjustment 99,687 1,071 100,758 — — — Income before income taxes 389,956 (4,354) 385,602 206,966 (2,690) 204,276 Income tax expense (156,982) 2,072 (154,910) (5,907) 107 (5,800) Net income 232,974 (2,282) 230,692 201,059 (2,583) 198,476 Net income attributable to non-controlling interests (204,612) 3,773 (200,839) (9,942) 351 (9,591) Net income attributable to Camping World Holdings, Inc. 28,362 1,491 29,853 191,117 (2,232) 188,885 Earnings per share of Class A common stock: Basic $ 1.07 $ 0.05 $ 1.12 $ 0.08 $ — $ 0.08 Diluted $ 1.07 $ 0.05 $ 1.12 $ 0.07 $ — $ 0.07 The following table presents the effect of the error corrections on the consolidated statements of cash flows for the periods indicated: Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net income $ 232,974 $ (2,282) $ 230,692 $ 201,059 $ (2,583) $ 198,476 Adjustments to reconcile net income to net cash used in operating activities: Deferred income taxes 124,622 6,344 130,966 3,765 (107) 3,658 Tax Receivable Agreement liability adjustment (99,687) (1,071) (100,758) — — — Prepaid expenses and other assets (11,827) (8,417) (20,244) (4,625) — (4,625) Accounts payable and other accrued expenses 53,646 (1,491) 52,155 12,310 1,605 13,915 Other, net 9,619 (304) 9,315 7,686 1,169 8,855 Net cash provided by (used in) operating activities (9,094) (7,221) (16,315) 215,691 84 215,775 Cash flows from investing activities: Purchases of property and equipment (66,780) 7,221 (59,559) (39,782) (84) (39,866) Net cash used in investing activities (475,676) 7,221 (468,455) (115,703) (84) (115,787) 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 the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those 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, 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. 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. These retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. 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, 2018 and 2017 was approximately $142.2 million and $227.9 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 Dealership 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. Dealership 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 cost or net realizable value. The cost of Retail inventory consists of the direct cost of the merchandise including freight. 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 40 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 6 – Goodwill and Intangible Assets). Finite‑lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. As of December 31, 2018, the approximate weighted average useful lives of our Consumer Services and Plans finite‑lived intangible assets are as follows: membership and customer lists – 5.3 years. The approximate weighted average useful lives of our Retail finite‑lived intangible assets are as follows: customer lists and domain names – 4.6 years, trademarks and trade names – 15.0 years, and websites – 8.4 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 12.3 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 $15.7 million and $16.1 million at December 31, 2018 and 2017, 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, 2018 and 2017, these letters of credit were approximately $14.0 million and $12.2 million, respectively. This includes $10.4 million and $8.9 million as of December 31, 2018 and 2017, respectively, issued under the FreedomRoads, LLC Floor Plan Facility (see Note 4 — Inventories and Notes Payable — Floor Plan, net), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 8 — 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 For periods after the adoption of ASC 606 on January 1, 2018 (see Note 2 — Revenue): Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determines stand-alone selling prices based on the prices charged to customers or using the adjusted market assessment approach. The Company presents disaggregated revenue on its consolidated statements of operations. Consumer Services and Plans revenue consists of revenue from club memberships, 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 contractual life of the membership. RA claim expenses are recognized when incurred. 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 spending with such third-party credit card provider and for acquiring new cardholders. Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated 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. Revenue and related expenses for consumer shows are recognized when the show occurs. Dealership revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. 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, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer. Revenue from Dealership parts, services and other products sales is recognized over time as work is completed, and when parts are delivered to our customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and 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. These proceeds are recorded as variable consideration, net of estimated chargebacks. Retail revenue consists of sales of products, parts and services and other products, including RV accessories and supplies, and camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. Revenue from products, parts, and services sales is recognized over time as work is completed, and when parts are delivered to our customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. E-commerce sales are recognized when the product is shipped and recorded as variable consideration, net of anticipated merchandise returns which reduce revenue and cost of sales in the period that the related sales are recorded. For periods prior to the adoption of ASC 606 on January 1, 2018 (see Note 2 — Revenue): 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. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Consumer Services and Plans revenue consists of 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. 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 our 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. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. 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 vehicles, commissions on related finance and insurance contracts, and sales of parts, services and other products. Revenue from the sale of 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 when products are sold in the retail stores, shipped for mail and internet orders, or upon 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 we receive 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, $6.5 million of advertising expenses were capitalized as direct response advertising, of which $5.2 million was reported as assets and $1.2 million was reported net of related deferred revenue. As of January 1, 2018, the Company implemented ASC 606, which removed the guidance for capitalization of direct response advertising that is now expensed as incurred. Other advertising expenses were expensed as incurred. Advertising expenses for the years ended December 31, 2018, 2017 and 2016 were $112.4 million, $86.6 million and $76.0 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, 2018, 2017, and 2016, $4.9 million, $4.1 million, and $2.3 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 asset and 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 adjust |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue | |
Revenue | 2. Revenue Adoption of ASC 606, Revenue from Contracts with Customers On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under ASC 605. The following table details the cumulative effect of the changes made to the consolidated January 1, 2018 balance sheet for the adoption of ASC 606 (in thousands): Balance at Adjustments Balance at December 31, Due to January 1, 2017 ASU 2014-09 2018 Assets Accounts receivable, net $ 79,881 $ (1,489) $ 78,392 Inventories 1,415,915 (5,142) 1,410,773 Prepaid expenses and other assets 41,138 4,508 45,646 Deferred tax assets, net 152,683 (303) 152,380 Other assets 21,903 (4,051) 17,852 Liabilities Accrued liabilities 101,929 (6,598) 95,331 Deferred revenues and gains, current 77,669 857 78,526 Deferred revenues and gains, non-current 64,061 (471) 63,590 Other long-term liabilities 51,589 (4,051) 47,538 Equity Retained earnings 7,619 1,310 8,929 Non-controlling interests 21,252 2,476 23,728 The adjustments above related primarily to i) the deferral of sales commissions expenses relating to multiyear consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues, ii) adjustment of recognition period of RV service revenue from point-in-time to over time, iii) adjustment of capitalized direct-response advertising to expense when the advertising is mailed instead of over the expected benefit period, iv) reclassification of estimated product returns from inventory to prepaid expenses and other assets, v) reclassification of expected refunds previously included in deferred revenues and gains to accrued liabilities, and vi) reclassification and adjustment of the point obligation for the Coast to Coast service from accrued liabilities to deferred revenues and gains. The following table details the impact of the adoption of ASC 606 on the consolidated balance sheet as of December 31, 2018 (in thousands): December 31, 2018 As Balances Without Effect of Change Reported Adoption of ASC 606 Higher/(Lower) Assets Accounts receivable, net $ 85,711 $ 88,966 $ (3,255) Inventories 1,558,970 1,567,409 (8,439) Prepaid expenses and other assets 51,710 42,823 8,887 Deferred tax assets, net 145,943 146,246 (303) Other assets 18,326 23,515 (5,189) Liabilities Accrued liabilities 124,619 131,671 (7,052) Deferred revenues and gains, current 88,054 87,806 248 Deferred revenues and gains, non-current 67,157 68,312 (1,155) Other long-term liabilities 79,958 85,147 (5,189) Equity Retained earnings (3,370) (5,051) 1,681 Non-controlling interests (11,621) (14,789) 3,168 The following table details the impact of the adoption of ASC 606 on the consolidated statement of operations for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Balances Without Effect of Change As Reported Adoption of ASC 606 Higher/(Lower) Revenue Consumer services and plans $ 214,052 $ 214,112 $ (60) Dealership parts, services and other 279,438 279,493 (55) Retail 669,945 669,896 49 Costs applicable to revenue Consumer services and plans 86,687 87,268 (581) Dealership parts, services and other 140,076 140,083 (7) Retail 445,187 445,158 29 Operating and income tax expenses Selling, general, and administrative 1,069,359 1,070,053 (694) Income tax expense 30,790 30,666 124 Net income Net income 65,581 64,518 1,063 Less: net income attributable to non-controlling interests (55,183) (54,491) (692) Net income attributable to Camping World Holdings, Inc. 10,398 10,027 371 For the year ended December 31, 2018, basic and diluted earnings per share of Class A common stock would have been $0.27 per share without the adoption of ASC 606 compared to the as-reported amount of $0.28 per share. Contract Assets As of December 31, 2018 and January 1, 2018, a contract asset of $6.3 million relating to RV service revenues was included in accounts receivable in the accompanying consolidated balance sheet. As of December 31, 2018 and January 1, 2018, the Company had capitalized costs to acquire a contract consisting of $6.0 million and $4.4 million, respectively, from the deferral of sales commissions expenses relating to multiyear consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues. Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. The increase in the deferred revenue balance for the year ended December 31, 2018 was primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations, partially offset by $76.3 million of revenues recognized that were included in the deferred revenue balance at the beginning of the period. As of December 31, 2018, the Company has unsatisfied performance obligations relating to multiyear plans for its Good Sam Club, RA, Coast to Coast memberships, and magazine publication revenue streams. The total unsatisfied performance obligation for these revenue streams at December 31, 2018 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): As of December 31, 2018 2018 $ 86,876 2019 27,608 2020 13,376 2021 6,759 2022 3,405 Thereafter 6,637 Total $ 144,661 The Company’s payment terms vary by the type and location of its customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Practical Expedients and Exemptions The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period of time between payment and transfer of the promised goods or services will be one year or less. The Company expenses sales commissions when incurred in cases where the amortization period of those otherwise capitalized sales commissions would have been one year or less. The Company does not disclose the value of unsatisfied performance obligations for revenue streams for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company accounts for shipping and handling as activities to fulfill the promise to transfer the good to the customer and does not evaluate whether shipping and handling is a separate performance obligation. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Receivables | |
Receivables | 3. Receivables Receivables consisted of the following at December 31, (in thousands): 2018 2017 Consumer Services and Plans $ 19,586 $ 28,178 Dealership New and used vehicles 3,129 3,168 Parts, service and other 15,761 7,616 Trade accounts receivable 13,907 13,881 Due from manufacturers 20,645 18,746 Other 8,822 7,332 Retail 8,259 3,656 Other — 4 90,109 82,581 Allowance for doubtful accounts (4,398) (2,700) $ 85,711 $ 79,881 |
Inventories, net and Notes Paya
Inventories, net and Notes Payable - Floor Plan, net | 12 Months Ended |
Dec. 31, 2018 | |
Inventories, net and Notes Payable - Floor Plan, net | |
Inventories, net and Notes Payable - Floor Plan, net | 4. Inventories, net and Notes Payable — Floor Plan, net Inventories consisted of the following at December 31, (in thousands): December 31, December 31, 2018 2017 Consumer services and plans $ 459 $ 387 Dealership: New RVs 1,017,910 1,113,178 Used RVs 124,527 106,210 Dealership parts, accessories and miscellaneous 6,591 7,802 Retail 409,483 188,338 $ 1,558,970 $ 1,415,915 New and used RVs included in Dealership inventories are primarily financed by floor plan arrangements through a syndication of banks. The arrangements 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 bore interest at one-month London Interbank Offered Rate (“LIBOR”) plus 2.15%, 2.15%, and 2.05%, for the years ended December 31, 2018, 2017 and 2016, respectively. LIBOR was 2.35%, 1.36% and 0.62% as of December 31, 2018, 2017, and 2016, respectively. Borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle. In August 2015, FR entered into a Sixth Amended and Restated Credit Agreement for floor plan financing (as further amended, “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. 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 the Floor Plan Facility and allows FR 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. In addition, the maturity of the Floor Plan Facility was extended to December 12, 2020. On December 4, 2018, the Floor Plan Borrower entered into a First Amendment to the Floor Plan Facility Amendment which increases the maximum amount outstanding under the revolving line of credit to $60.0 million from $35.0 million. The maximum amount outstanding will decrease by $3.0 million on the last day of each fiscal quarter, commencing with the quarter ending March 31, 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, 2018. In 2018, FreedomRoads acquired the assets of various RV dealership groups comprised of 10 locations for an aggregate purchase price of approximately $92.1 million plus real property of $46.0 million (see Note 15 — Acquisitions). The purchases were partially funded through $38.7 million of borrowings under the Floor Plan Facility revolving line of credit. The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, (in thousands): December 31, December 31, 2018 2017 Floor Plan Facility: Notes payable — floor plan: Total commitment $ 1,415,000 $ 1,415,000 Less: borrowings, net (885,980) (974,043) Less: flooring line aggregate interest reduction account (97,757) (106,055) Additional borrowing capacity 431,263 334,902 Less: accounts payable for sold inventory (33,928) (31,311) Less: purchase commitments (22,530) (77,144) Unencumbered borrowing capacity $ 374,805 $ 226,447 Revolving line of credit $ 60,000 $ 35,000 Less borrowings (38,739) — Additional borrowing capacity $ 21,261 $ 35,000 Letters of credit: Total commitment $ 15,000 $ 15,000 Less: outstanding letters of credit (10,380) (9,369) Additional letters of credit capacity $ 4,620 $ 5,631 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, net | |
Property and Equipment, net | 5. Property and Equipment, net Property and equipment consisted of the following at December 31, (in thousands): December 31, December 31, 2018 2017 Land $ 36,997 $ 12,243 Buildings and improvements 54,967 17,791 Leasehold improvements - inclusive of right to use assets 155,975 107,354 Furniture and equipment 199,536 130,204 Software 80,769 68,087 Software systems development and construction in progress 32,165 34,384 560,409 370,063 Less: accumulated depreciation and amortization (200,554) (172,041) Property and equipment, net $ 359,855 $ 198,022 The Company made corrections to certain cost categories within property and equipment, net, and accumulated depreciation and amortization, resulting in an increase in total cost and accumulated depreciation and amortization of approximately $10.2 million as of December 31, 2017. These changes had no impact on total property and equipment, net. In 2018 and 2017, 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 shorter of the life of the lease or the estimated life of the leasehold improvement and the lease incentives are amortized, as an offset to rent expense, over the life of the lease. Lease incentives for 2018 and 2017 were $48.5 million and $24.7 million, respectively, of which $3.1 million and $0.5 million, respectively, were amortized as an offset to rent. Depreciation expense for the years ended December 31, 2018, 2017, and 2016 was $44.8 million, $29.0 million and $23.7 million, respectively . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2018 and 2017 (in thousands): Consumer Services and Plans Dealership Retail Consolidated Balance as of January 1, 2017 (excluding impairment charges) $ 96,828 $ 246,929 $ 11,109 $ 354,866 Accumulated impairment charges (46,884) (143,798) (11,109) (201,791) Balance as of January 1, 2017 49,944 103,131 — 153,075 Acquisitions — 158,845 36,467 195,312 Balance as of December 31, 2017 49,944 261,976 36,467 348,387 Acquisitions 376 46,821 3,579 50,776 Impairment charge — — (40,046) (40,046) Balance as of December 31, 2018 $ 50,320 $ 308,797 $ — $ 359,117 The Company evaluates goodwill 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 records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value. In the fourth quarter of 2018, the Company performed its annual goodwill impairment test, which resulted in the determination that the carrying value of the Retail reporting unit, which is comprised of the entire Retail segment, exceeded its estimated fair value by an amount that exceeded the reporting unit’s goodwill balance. The Company estimated the fair value of the Retail reporting unit using a combination of the guideline public company method under the market approach and the discounted cash flow analysis method under the income approach. The Company weighted the income approach at 70% and the market approach at 30% since the income approach was deemed to better reflect the discrete earnings potential of the reporting unit and the observed guideline companies operate in the same industry, but do not specifically offer the same products and services as the reporting unit. The assumptions in the income approach included the Company’s internal projections for the reporting unit, a 2.5% growth rate to calculate the terminal value and a discount rate of 10.5%. The excess of the carrying value over the estimated fair value of this reporting unit was primarily due to a decline in segment income leading to lower expected future cash flows for this reporting unit. The Company recorded an impairment charge of $40.0 million in the fourth quarter of 2018 related to this reporting unit. The Retail reporting unit goodwill was reduced to zero. Additionally in the fourth quarter of 2018, the Company performed its annual goodwill impairment test of the Dealership reporting unit, which resulted in the determination that the estimated fair value of the Dealership reporting unit, which is comprised of the entire Dealership segment, exceeded its carrying value. Therefore, no impairment charge was recorded for the Dealership reporting unit during the year ended December 31, 2018. The Company estimated the fair value of the Dealership reporting unit using a combination of the guideline public company method under the market approach and the discounted cash flow analysis method under the income approach. The Company weighted the income approach at 70% and the market approach at 30% since the income approach was deemed to better reflect the discrete earnings potential of the reporting unit and the observed guideline companies operate in the same industry, but do not specifically offer the same products and services as the reporting unit. The assumptions in the income approach included the Company’s internal projections for the reporting unit, a 2.3% growth rate to calculate the terminal value and a discount rate of 8.7%. The Company’s GSS Enterprises, LLC (“GSS”) reporting unit, which is comprised of a portion of the Consumer Services and Plans segment and holds all of that segment’s goodwill, had negative carrying value, including goodwill of $50.3 million, at the annual goodwill impairment testing date and at December 31, 2018. Therefore, a goodwill impairment test was not necessary for the GSS reporting unit during the fourth quarter of 2018. The Company did not record any impairments of goodwill during the years ended December 31, 2017 and 2016. Intangible Assets Finite‑lived intangible assets and related accumulated amortization consisted of the following at December 31, (in thousands): December 31, 2018 Cost or Accumulated Fair Value Amortization Net Consumer Services and Plans: Membership and customer lists $ 9,140 $ (7,174) $ 1,966 Retail: Customer lists and domain names 3,415 (1,559) 1,856 Trademarks and trade names 29,304 (2,853) 26,451 Websites 6,074 (1,063) 5,011 $ 47,933 $ (12,649) $ 35,284 December 31, 2017 Cost or Accumulated Fair Value Amortization Net Consumer Services and Plans: Membership and customer lists $ 8,375 $ (6,431) $ 1,944 Retail: Customer lists and domain names 3,914 (1,048) 2,866 Trademarks and trade names 28,987 (901) 28,086 Websites 6,073 (262) 5,811 $ 47,349 $ (8,642) $ 38,707 Amortization expense of finite-lived intangibles for the years ended December 31, 2018, 2017, and 2016 was $4.5 million, $2.6 million and $1.0 million, respectively. The Company reclassified the amounts by operating segment and made immaterial correcting adjustments to the previously recorded balances for the categories of intangible assets as of December 31, 2017 by approximately $15 million. These changes had no impact on total intangible assets. The aggregate future five‑year amortization of finite‑lived intangibles at December 31, 2018, was as follows (in thousands): 2019 $ 4,509 2020 3,640 2021 3,218 2022 3,023 2023 2,489 Thereafter 18,405 $ 35,284 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consisted of the following at December 31, (in thousands): 2018 2017 Compensation and benefits $ 34,745 $ Other accruals 89,874 $ 124,619 $ |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Long-Term Debt. | |
Long-Term Debt | 8. Long‑Term Debt The following reflects outstanding long‑term debt as of December 31 (in thousands): December 31, December 31, 2018 2017 Term Loan Facility (1) $ 1,156,345 $ 916,902 Real Estate Facility (2) 9,520 — Subtotal 1,165,865 916,902 Less: current portion (12,977) (9,465) Total $ 1,152,888 $ 907,437 (1) Net of $5.4 million and $6.0 million original issue discount at December 31, 2018 and 2017, respectively, and $13.4 million and $14.2 million of finance costs at December 31, 2018 and 2017, respectively. (2) Net of $0.2 million of finance costs at December 31, 2018. The aggregate future maturities of long‑term debt at December 31, 2018, were as follows (in thousands): 2019 $ 12,977 2020 12,917 2021 12,483 2022 12,483 2023 1,133,977 Total $ 1,184,837 Senior Secured Credit Facilities On November 8, 2016, CWGS Group, LLC (the “Borrower”), a wholly owned subsidiary of CWGS, LLC, entered into a credit agreement (as amended from time to time, the “Credit Agreement”) for a new $680.0 million senior secured credit facility (the “Senior Secured Credit Facilities”) and used the proceeds to repay its previous senior secured credit facilities. The Senior Secured Credit Facilities, prior to the amendments described below, consisted of a seven-year $645.0 million Term Loan Facility (the “Term Loan Facility”) and a five-year $35.0 million revolving credit facility (the “Revolving Credit Facility”). On March 17, 2017, the Borrower entered into a First Amendment to the Credit Agreement to increase the Term Loan Facility by $95.0 million to $740.0 million. The Term Loan Facility included mandatory amortization of 1.00% per annum in equal quarterly installments. On October 6, 2017, the Borrower 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. On March 28, 2018, the Borrower entered into a Third Amendment (the “Third Amendment”) to the Credit Agreement. The Third Amendment, among other things, (i) reduced the applicable interest margin by 25 basis points to 1.75% from 2.00% per annum, in the case of base rate loans, and to 2.75% from 3.00% per annum, in the case of LIBOR loans, effective on April 6, 2018, (ii) increased the Borrower’s term loan facility by $250 million to a principal amount of $1.19 billion outstanding as of March 28, 2018, and (iii) increased the quarterly amortization payment to $3.0 million. The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Leverage Ratio (as defined in the Credit Agreement), which covenant is only for the benefit of the revolving credit facility, during certain periods in which the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding) is greater than 30% of the aggregate amount of the Revolving Lenders’ Revolving Commitments, as defined in the Credit Agreement. On September 27, 2018, the Borrower entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment increases the quarterly Total Leverage Ratio, from “3.00 to 1” to “3.75 to 1” for the period from December 31, 2016 to December 31, 2019 and from “2.75 to 1” to “3.50 to 1” for the period beginning March 31, 2020 and on the last day of each fiscal quarter ending thereafter. The Term Loan Facility includes mandatory amortization at 1.01% per annum in equal quarterly installments. Interest on the Term Loan Facility effective April 6, 2018 floats 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 2.75%, or b) an Alternate Base Rate (“ABR”) equal to 1.75% 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) one-month Adjusted LIBOR Rate plus 1.00%, subject to a 1.75% floor. Interest on borrowings under the 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. The Company also pays a commitment fee of 0.5% per annum on the unused amount of the Senior Secured Credit Facility. Reborrowings under the Term Loan Facility are not permitted. The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $1.9 million, starting March 31, 2017 through September 30, 2017, $2.4 million on December 31, 2017 and $3.0 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 Credit Agreement, for such fiscal year. The required percentage prepayment of excess cash flow is reduced to 25% if the Total Leverage Ratio 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, 2018, CWGS Group, LLC had no excess cash flows as defined. The Revolving Credit Facility matures on November 8, 2021, and the Term Loan Facility matures on November 8, 2023. The funds available under the 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, 2018, the average interest rate on the term loan debt was 5.13%. As of December 31, 2018, the Company had available borrowings of $31.3 million and letters of credit in the aggregate amount of $3.7 million outstanding under the Revolving Credit Facility. As of December 31, 2018, the principal balance of $1,175.1 million was outstanding under the Term Loan Facility and no amounts were outstanding on the 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 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 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 FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR and its subsidiaries. The Credit Agreement contains 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 Senior Secured Credit Facilities include subjective acceleration clauses which could impact debt classification. Management has determined that no events have occurred at December 31, 2018, including the internal control material weaknesses, that would trigger a subjective acceleration clause. The Company was in compliance with all debt covenants at December 31, 2018. Real Estate Facility On November 2, 2018, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into a loan and security agreement for a real estate credit facility with an aggregate maximum principal amount of $21.5 million (“Real Estate Facility”). Borrowings under the Real Estate Facility are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The Real Estate Facility may be used to finance the acquisition of real estate assets. In the fourth quarter of 2018, the Real Estate Borrower borrowed $9.9 million to acquire a distribution facility and an office, both of which were leased prior to the acquisition thereof. The Real Estate Facility will be secured by first priority security interest on the real estate assets acquired with the proceeds of the Real Estate Facility (“Real Estate Facility Properties”). The Real Estate Facility matures on October 31, 2023. The borrowings under the Real Estate Facility bear interest at a rate per annum equal to, at our option, either: (a) a floating rate tied to the London Interbank Eurodollar market (the ‘‘Floating LIBO Rate’’), plus 2.75%, in the case of Floating LIBO Rate loans or (b) a base rate determined by reference to the greater of: (i) the federal funds rate plus 0.50%, and (ii) the prime rate published by Lender, plus 0.75%, in the case of base rate loans. The Real Estate Borrower was required to pay a commitment fee equal to the product of: (i) 0.50%, and (ii) the aggregate principal amount of the Real Estate Facility. The Real Estate Facility includes cross default provisions including a) a default under the terms applicable to any debt of any loan party in an aggregate amount exceeding $100,000, and such default shall i) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or ii) accelerate the maturity of such Debt or permit the holder or holders thereof to cause such Debt to become due and payable, or b) the occurrence of any event of default under the Senior Secured Credit Agreement, in each case after the expiration of any applicable grace or cure period. In addition to other customary covenants, the loan and security agreement governing the Real Estate Facility requires the Real Estate Borrower to comply on a quarterly basis, with respect to each of the individual Real Estate Facility Properties, with a debt service coverage ratio of 1.250 to 1.000. The Company was in compliance with all debt covenants at December 31, 2018. 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 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. 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 On September 30, 2014, CVRV exercised their option and delivered the Series B Note to the Company for cancellation in exchange for the preferred equity interest. 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 were paid for the year ended December 31, 2016. |
Capital Lease Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Capital Lease Obligations. | |
Capital Lease Obligations | 9. 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, 2018 and 2017, there were no new third-party capital lease arrangements. The depreciation of the capital lease assets is included in depreciation. The capital leases are scheduled to be repaid in 2019. The Company has included these leases in property and equipment, net at December 31, as follows (in thousands): 2018 2017 Furniture and equipment $ 5,741 $ Accumulated depreciation (4,917) (4,379) $ 824 $ 1,362 |
Right to Use Liability
Right to Use Liability | 12 Months Ended |
Dec. 31, 2018 | |
Right to Use Liability | |
Right to Use Liability | 10. Right to Use Liability The Company leases operating facilities throughout the United States. The Company analyzes all leases in accordance with 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 the fourth quarter of 2018, 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 derecognition in 2018 resulted in the removal of $4.6 million of right to use assets, $4.9 million of right to use liabilities, and $0.2 million of deferred rent resulting in a $0.5 million deferred gain which will be recognized ratably as an offset to rent expense over the term of the lease. The Company has included the right to use assets in property and equipment, net at December 31, as follows (in thousands): December 31, December 31, 2018 2017 Right to use assets $ 5,400 $ 10,673 Accumulated depreciation (540) (926) $ 4,860 $ 9,747 The following is a schedule by year of the future changes in the right to use liability (in thousands): 2019 $ 486 2020 486 2021 486 2022 486 2023 486 Thereafter (1) 7,889 Total minimum lease payments 10,319 Amounts representing interest (5,172) Present value of net minimum right to use liability payments $ 5,147 (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, 2018 | |
Income Taxes. | |
Income Taxes | 11. Income Taxes The Company has adjusted certain prior period amounts relating to income taxes for the immaterial correction of errors. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors The components of the Company’s income tax expense from operations for the year ended December 31, consisted of (in thousands): 2018 2017 2016 Current: Federal $ 13,828 $ 19,496 $ 845 State 5,598 4,448 1,297 Deferred: Federal 11,970 97,792 3,571 State (606) 33,174 87 Income tax expense $ 30,790 $ 154,910 $ 5,800 A reconciliation of income tax expense from operations to the federal statutory rate for the year ended December 31, is as follows (in thousands): 2018 2017 2016 Income taxes computed at federal statutory rate (1) $ 20,238 $ 134,961 $ State income taxes – net of federal benefit (1) 4,313 13,570 Other differences: Federal alternative minimum tax and state and local taxes on pass-through entities 1,076 1,072 1,013 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) (41,367) (84,747) (75,774) Increase in valuation allowance 43,175 11,194 Impact of 2017 Tax Act (3) — 78,222 — Impact of other state tax rate changes (2,020) — — Goodwill impairment 6,158 — — Other (783) 638 — Income tax expense $ 30,790 $ $ (1) Federal and state tax for 2018 and 2017 include the tax effect of $0.3 million of income tax expense and $38.8 million of income tax benefit, respectively, 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 $0.3 million of income tax expense and $38.8 million of income tax benefit for 2018 and 2017, respectively, 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): 2018 2017 Deferred tax liabilities Accelerated depreciation $ (6,468) $ (5,147) Prepaid expenses (1,238) (302) Intangible assets (3,474) (3,501) Other — (305) (11,180) (9,255) Deferred tax assets Investment impairment 21,974 21,647 Inventory related 6,479 170 Gift cards 1,478 744 Deferred revenues 322 304 Accrual for employee benefits and severance 1,401 1,221 Stock option expense 440 218 Investment in partnership 208,749 208,559 Tax Receivable Agreement liability 34,184 35,319 AMT credit — 609 Net operating loss carryforward 51,654 17,518 Claims reserves 126 440 Intangible assets 547 113 Goodwill 3,836 996 Deferred book gain 770 851 Other reserves 6,146 5,697 338,106 294,406 Valuation allowance (180,983) (132,468) Net deferred tax assets $ 145,943 $ 152,683 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, 2018, CWH owned 41.9% 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, 2018, the Subchapter C corporations had federal and state net operating loss carryforwards of approximately $188.6 million and $96.5 million, respectively, which will be able to offset future taxable income. If not used, $57.9 million of federal and $96.5 million of state net operating losses will expire between 2029 and 2037, and $128.7 million will be carried forward indefinitely. On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“2017 Tax Act”). The 2017 Tax Act significantly revised the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% and eliminating certain deductions. Shortly after the 2017 Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of 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 had determined that the $117.0 million of the deferred tax expense recorded in connection with the remeasurement of certain deferred tax assets and liabilities during the three months ended December 31, 2017 was a provisional amount and a reasonable estimate at December 31, 2017. The Company's measurement period for implementing the accounting changes required by the 2017 Tax Act closed on December 22, 2018, and the Company completed the accounting under ASC Topic 740, Income Taxes, within the measurement period provided under SAB 118. We have determined that there were no additional material adjustments to record during the measurement period for the year ended December 31, 2018. 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, 2018, the Company determined that all of its deferred tax assets (except those of Camping World Inc. (“CW”) and the Outside Basis Deferred Tax Asset discussed below) are more likely than not to be realized. The valuation allowance for CW increased by $43.2 million in the year ended December 31, 2018, compared to a decrease of $4.6 million in the year ended December 31, 2017 primarily the result of remeasurement under the 2017 Tax Act. Since it was determined that 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 Outside Basis Deferred Tax Asset pertaining to the portion 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 increased $5.4 million in the year ended December 31, 2018, compared to a decrease of $9.2 million in the year ended December 31, 2017. The decrease in the year ended December 31, 2017 was primarily the result of the remeasurement under the 2017 Tax Act of $43.0 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, which is still pending. 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 2015. 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 related to 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, 2018, the Company recorded an immaterial amount related to uncertain tax positions and none at December 31, 2017. 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. The above payments are predicated on CWGS, LLC making an election under 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 twelve months ended December 31, 2018 and 2017, 215,486 and 12,945,419 common units in CWGS, LLC, respectively, were exchanged for Class A common stock subject to the provisions of the Tax Receivable Agreement. The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, 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, 2018, and December 31, 2017, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $134.2 million and $139.7 million, respectively, of which $9.4 million and $8.9 million, respectively, were 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, 2018, there was no incremental impact on estimated values of the Tax Receivable Agreement liability and the Company’s deferred tax assets as a result of the 2017 Tax Act. 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 $117.0 million, and decreased basic and diluted earnings per share by $0.62. The Company consolidated CWGS, LLC, which, as a limited liability company, is not subject to U.S. federal income taxes. Rather, the LLC’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. For tax years beginning on or after January 1, 2018, CWGS, LLC is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of CWGS, LLC would be conducted at the CWGS, LLC level, and if the IRS determines an adjustment, the default rule is that CWGS, LLC would pay an “imputed underpayment” including interest and penalties, if applicable. CWGS, LLC may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns. If CWGS, LLC does not elect to make a “push-out” election, CWGS, LLC has agreements in place requiring former partners to indemnify CWGS, LLC for their share of the imputed underpayment. The partnership agreement does not stipulate how CWGS, LLC will address imputed underpayments. If CWGS, LLC receives an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time. Any payments that CWGS, LLC ultimately makes on behalf of its current partners will be reflected as a distribution, rather than tax expense, at the time such distribution is declared. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurements | |
Fair Value Measurements | 12. 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. 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 2018 and 2017 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 Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility Revolving Line of Credit and the Real Estate Facility is estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments. Fair Value 12/31/2018 12/31/2017 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,156,345 $ 1,116,338 $ 916,902 $ 953,269 Floor Plan Facility Revolving Line of Credit Level 2 38,739 40,139 — — Real Estate Facility Level 2 9,520 10,850 — — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 13. 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, 2018, were as follows (in thousands): Third Party Related Party Total 2019 $ 116,131 $ 2,248 $ 118,379 2020 111,008 2,248 113,256 2021 106,740 2,248 108,988 2022 102,496 2,145 104,641 2023 99,594 1,930 101,524 Thereafter 811,228 18,951 830,179 Total $ 1,347,197 $ 29,770 $ 1,376,967 For the years ended December 31, 2018, 2017, and 2016, $110.8 million, $86.5 million and $74.5 million, of rent expense, respectively, was charged to costs and expenses. 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 agent bank for the senior secured credit facilities outstanding at the time. 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. 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, 2018 and 2017, $4.1 million and $4.6 million, respectively, of the 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, 2018, 2017 and 2016. In 2018, 2017 and 2016, a subsidiary of FreedomRoads entered into sale leaseback arrangements resulting in gains of less than $0.1 million in 2018, a loss of less than $0.1 million in 2017, and gains of $0.1 million 2016. The real properties were originally purchased by FreedomRoads from third parties. In 2018, the Company sold real property of $45.8 million that were originally purchased in 2018 and 2017 for $46.1 million. 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. 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. In 2018, Camping World, Inc. entered into sales leaseback arrangements resulting in losses of $0.1 million. The real properties were purchased by Camping World, Inc. from third parties. In 2018 the Company sold real property of $15.0 million that was originally purchased for $15.1 million under the sales leaseback arrangements. The real properties were lease back under operating leases for 13 to 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 $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, which are recognized to expense over the expected benefit period. The Company entered into a subscription agreement for a customer relationship management software application 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, which are recognized to expense over the expected benefit period. Litigation On October 19, 2018, a purported stockholder of the Company filed a putative class action lawsuit, captioned Ronge v. Camping World Holdings, Inc. et al. , in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Ronge Complaint”). On October 25, 2018, a different purported stockholder of the Company filed a putative class action lawsuit, captioned Strougo v. Camping World Holdings, Inc. et al. , in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the “Strougo Complaint”). The Ronge and Strougo Complaints were consolidated and lead plaintiffs appointed by the court. On February 27, 2019, lead plaintiffs filed a consolidated complaint against the Company, certain of its officers, directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C., and the underwriters of the May and October 2017 secondary offerings of the Company’s Class A common stock. The consolidated complaint alleges violations of Sections 11 and 12(a)(2) of the Securities Act of 1933, as well as Section 10(b) of the Securities Exchange Act of 1934, as amended, and rule 10b-5 thereunder, based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading related to the business, operations, and management of the Company. Additionally, it alleges that certain of the Company’s officers and directors, Crestview Partners II GP, L.P., and Crestview Advisors, L.L.C. violated Section 15 of the Securities Act of 1933 and Section 20(a) of the Securities Exchange Act of 1934, as amended, by allegedly acting as controlling persons of the Company. The lawsuit brings claims on behalf of a putative class of purchasers of the Company’s Class A common stock between March 8, 2017 and August 7, 2018, and seeks compensatory damages, rescission, attorneys’ fees and costs, and any equitable or injunctive relief the court deems just and proper. The Company believes it has meritorious defenses to the claims of the plaintiffs and members of the putative class, and any liability for the alleged claims is not currently probable or reasonably estimable. On December 12, 2018, a putative class action complaint styled International Union of Operating Engineers Benefit Funds of Eastern Pennsylvania and Delaware v. Camping World Holdings Inc., et al. was filed in the Supreme Court of the State of New York, New York County, on behalf of all purchasers of Camping World Class A common stock issued pursuant and/or traceable to a secondary offering of such securities in October 2017 (“IUOE Complaint”). The IUOE Complaint names as defendants Camping World, and certain of its officers and directors, among others, and alleges violations of Sections 11, 12(a), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading. On February 28, 2019. the Company, along with the other defendants, moved to dismiss this action. The Company believes it has meritorious defenses to the claims of the plaintiffs and members of the putative class, and any liability for the alleged claims is not currently probable or reasonably estimable. On February 22, 2019, a putative class action complaint styled Daniel Geis v. Camping World Holdings, Inc., et al. was filed in the Circuit Court of Cook County, Illinois, Chancery Division, on behalf of all purchasers of Camping World Class A common stock in and/or traceable to the Company’s initial public offering on October 6, 2016 (“Geis Complaint”). The Geis Complaint names as defendants Camping World, certain of our officers and directors, and the underwriters of the offering, and alleges violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading. The Company believes it has meritorious defenses to the claims of the plaintiff and members of the putative class, and any liability for the alleged claims is not currently probable or reasonably estimable. On March 5, 2019, a shareholder derivative suit captioned Hunnewell v. Camping World Holdings, Inc., et al. , was filed in the Court of Chancery of the State of Delaware, alleging two counts of breach of fiduciary duty (the “Hunnewell Complaint”). The Hunnewell Complaint names Camping World as nominal defendant, and names certain of the Company’s officers and directors, among others, as defendants. The Company believes it has meritorious defenses to the claims of the plaintiffs, and any liability for the alleged claims is not currently probable or reasonably estimable. From time to time, the Company is involved in other litigation arising in the normal course of business operations. 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, 2018 | |
Related Party Transactions | |
Related Party Transactions | 14. 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 in the year ended December 31, 2016. In addition, the Company recorded an expense for the Managers’ reimbursable expenses, totaling $0.2 million for the year ended December 31, 2016. Transactions with Directors, Equity Holders and Executive Officers FreedomRoads leases various retail locations from managers and officers. During 2018, 2017 and 2016, the related party lease expense for these locations was $1.9 million, $2.0 million and $1.2 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 Plans). 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. 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. 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, was the beneficial owner of Cumulus Media’s Class A common stock until approximately June 6, 2018, 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, 2018, 2017 and 2016, the Company incurred Cumulus Media expenses of $0.3 million, $0.4 million and $0, respectfully, for the aforementioned advertising services. 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 for the year ended December 31, 2016, 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 of $5.6 million, $2.7 million and $3.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. The Company purchased point of purchase and visual merchandise displays from JD Custom Design (“JD Custom”) for use in Camping World’s retail store operations. Mr. Lemonis is a holder of 52% of the combined voting power in JD Custom and the Company paid JD Custom $0.4 million and $0 for the years ended December 31, 2018 and 2017, respectively. The Company does business with certain companies in which Stephen Adams, a member of the Company’s board of directors, has a direct or indirect material interest. The Company from time to time purchases advertising services from Adams Radio of Fort Wayne LLC (“Adams Radio”), in which Mr. Adams has an indirect 90% interest. The Company paid Adams Radio $0.2 million and $0 for the years ended December 31, 2018 and 2017, respectively. The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, and a member of the Company’s board of directors, $0.3 million and $0.3 million for the years ended December 31, 2018 and 2017, respectively, for legal services. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions | |
Acquisitions | 15. Acquisitions Dealerships and Consumer Shows In 2018 and 2017, 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 Term Loan Facility in March 2018 and 2017 (see Note 8 — Long-term Debt) to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new retail locations to expand its business and grow its customer base. The Company acquires consumer shows as another channel for increasing its customer base. Additionally, the Company believes that its experience and scale allow it to operate these acquired dealerships and consumer shows more efficiently. 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, 2018 and 2017, the Company purchased real property of $21.6 million and $17.1 million, respectively, from parties related to the sellers of the dealership businesses. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and consumer shows consist of the following: Year Ended December 31, Estimated ($ in thousands) 2018 2017 Life Tangible assets (liabilities) acquired (assumed): Cash and cash equivalents $ 2,648 $ — Contracts in transit 104 — Accounts receivable, net 100 1,250 Inventory, net 43,067 121,808 Prepaid expenses and other assets 124 — Property and equipment, net 532 1,450 Deferred tax asset, net 48 — Other assets — 164 Accounts payable (64) (569) Accrued liabilities (1,096) (2,480) Deferred revenues and gains (168) — Total tangible net assets acquired 45,295 121,623 Intangible assets acquired: Membership and customer lists 766 793 4-7 years Total intangible assets acquired 766 793 Goodwill 47,197 158,815 Purchase price 93,258 281,231 Cash and cash equivalents acquired (2,648) — Cash paid for acquisition, net of cash acquired 90,610 281,231 Inventory purchases financed via floor plan (34,313) (99,451) Cash payment net of floor plan financing $ 56,297 $ 181,780 The fair values above are preliminary relating to the year ended December 31, 2018 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 relating to the valuation of the acquired assets. The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the years ended December 31, 2018 and 2017, acquired goodwill of $30.8 million and $158.8 million is expected to be deductible for tax purposes. Included in the years ended December 31, 2018 and 2017 consolidated financial results were $91.1 million and $300.8 million of revenue, respectively, and $4.2 million and $14.2 million of pre-tax income, respectively, of the acquired dealerships from the applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material. Retail Acquisitions 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 related to Gander Mountain. 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 operated two retail locations and an e-commerce business that services the marine and watersports markets. 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, which was 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, which was recorded as contingent consideration and paid during the year ended December 31, 2017. As of December 31, 2018, the Company has opened a net of 60 Gander Mountain locations under the rebranded “Gander Outdoors” name. With the large quantity of stores opened in a relatively short period of time relating to the initial rollout of Gander Outdoors, the Company deemed it necessary to staff the appropriate levels of labor for functions such as management, merchandise procurement, and distribution center to open these retail locations in the compressed timeframe of the initial rollout plan. Many of these expenses were expensed as incurred before retail locations were opened and began to generate revenues. On August 17, 2017, 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 specialized in bikes, sailboards, skateboards, wakeboards, snowboards, and outdoor gear. 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. 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 purchase price consisted of $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 of $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. On January 30, 2018 and April 19, 2018, indirect subsidiaries of the Company acquired substantially all of the assets of Earth Sports LLC, dba Erehwon Mountain Outfitters (“Erehwon”) and Rock Creek Outfitters, Inc. (“Rock Creek”), respectively, for $3.5 million and $5.2 million in cash, respectively. These businesses are specialty retailers of outdoor gear and apparel. The Company believes these businesses are complementary to its existing businesses and will allow for cross marketing of the Company’s consumer services and plans to a wider customer base. The estimated fair values of the assets acquired and liabilities assumed for the acquisition of outdoor lifestyle retail businesses consist of the following: Year Ended December 31, Estimated ($ in thousands) 2018 2017 Life Tangible assets (liabilities) acquired (assumed): Cash and cash equivalents $ — $ 591 Accounts receivable — 174 Inventory 4,599 50,171 Prepaid expenses and other assets 77 1,262 Property and equipment 416 10,311 Accounts payable — (9,965) Accrued and other liabilities (359) (2,438) Other liabilities — (4,098) Total tangible net assets acquired 4,733 46,008 Intangible assets acquired: Trademarks and trade names 318 28,987 15 years Membership and customer lists — 500 6 years Websites — 6,074 10 years Total intangible assets acquired 318 35,561 Goodwill 3,579 36,467 Purchase price 8,630 118,036 Cash and cash equivalents acquired — (591) Non-cash consideration - Class A shares issued — (5,720) Cash paid for acquisition, net of cash acquired $ 8,630 $ 111,725 The fair values above are preliminary relating to the year ended December 31, 2018 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 relating to the valuation of the acquired assets. The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the years ended December 31, 2018 and 2017, acquired goodwill of $3.6 million and $36.5 million, respectively, is expected to be deductible for tax purposes. Included in the years ended December 31, 2018 and 2017 consolidated financial results were $14.7 million and $64.5 million, respectively, of revenue and less than $0.1 million and $28.8 million, respectively, of pre-tax loss of the acquired outdoor lifestyle retail locations from the applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material. |
Statements of Cash Flows
Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 Cash paid during the period for: Interest $ 94,591 $ 65,202 $ 61,889 Income taxes 17,683 35,432 1,622 Non-cash investing activities: Derecognized property and equipment for leases that qualified as operating leases after completion of construction (4,628) — (19,958) Property and equipment acquired through third-party capital lease arrangements — — 2,007 Leasehold improvements paid by lessor 27,022 4,908 — Vehicles transferred to property and equipment from inventory 919 1,555 530 Portion of acquisition purchase price paid through issuance of Class A common stock — 5,720 — Derecognition of non-tenant improvements 8,134 — — Capital expenditures in accounts payable and accrued liabilities 8,441 6,721 2,803 Non-cash financing activities: Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction — — (20,056) 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) Par value of Class A common stock issued in exchange for common units in CWGS, LLC 3 130 — Par value of Class A common stock issued for vested restricted stock units 3 — — Par value of Class A common stock repurchased for withholding taxes on vested RSUs (1) — — Par value of Class A common stock issued for acquisition — 1 — |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
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 the Company expensed $0.9 million for its contribution to the FreedomRewards 401(k) Plan, which was paid in the following year. There were no contributions to the FreedomRewards 401(k) Plan in 2018 or 2017. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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. Short-Swing Profit Disgorgement In May 2018, the Company received an aggregate of $557,000 from short-swing profit disgorgement remitted by ML Acquisition Company, LLC, of which Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, is the sole director, which is included as an increase to additional paid-in capital in the consolidated statement of stockholders’ equity and as a financing activity in the consolidated statement of cash flows. 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, 2018 | |
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, consolidates 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, 2018 and 2017, CWGS, LLC had negative and positive net assets, respectively, which resulted in negative and positive non-controlling interest amounts, respectively, on the Consolidated Balance Sheets. At the end of each period, the Company will record a non-controlling interest adjustment to additional paid-in capital such that the non-controlling interest on the Consolidated Balance Sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the Consolidated Statement of Stockholders’ and Members’ Equity (Deficit)). As of December 31, 2018 and December 31, 2017, there were 88,867,373 and 88,639,567 common units of CWGS, LLC interests outstanding, respectively, of which CWH owned 37,192,364 and 36,749,072 common units of CWGS, LLC, respectively, representing 41.9% and 41.5% ownership interest in CWGS, LLC., respectively, and the Continuing Equity Owners owned 51,675,009 and 51,890,495 common units of CWGS, LLC, respectively, representing 58.1% and 58.5% 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) 2018 2017 2016 Net income attributable to Camping World Holdings, Inc. $ 10,398 $ 29,853 $ 188,885 Transfers to non-controlling interests: Decrease in additional paid-in capital as a result of the Reorganization Transactions — — (23,504) 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 (86) (970) — Increase in additional paid-in capital as a result of the vesting of restricted stock units 881 257 — Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs (1,364) Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 4,536 177,747 — Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 14,365 $ 116,006 $ (69,105) |
Equity-based Compensation Plans
Equity-based Compensation Plans | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 2016 Equity-based compensation expense: Costs applicable to revenue $ 820 $ 386 $ 90 Selling, general, and administrative 13,268 4,723 1,507 Total equity-based compensation expense $ 14,088 $ 5,109 $ 1,597 Total income tax benefit recognized related to equity-based compensation $ 1,350 $ 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 January 1, 2016, there were 15,556 Profits Units authorized, issued and outstanding pursuant to the CWGS LLC Plan. 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. 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 prior to the grant. The Company did not grant any stock options during the years ended December 31, 2018 or 2017. 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, 2018 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, 2017 953 $ 21.86 Exercised (7) $ 22.00 Forfeited (61) $ 22.00 Outstanding at December 31, 2018 885 $ 21.85 $ — 7.7 Options exercisable at December 31, 2018 409 $ 21.86 $ — 7.6 The weighted-average grant date fair value of stock options granted during the year ended December 31, 2016 was $7.24. At December 31, 2018, total unrecognized compensation cost related to unvested stock options was $3.0 million and is expected to be recognized over a weighted-average period of 1.8 years. The intrinsic value of stock options exercised was $0.1 million and $1.7 million for the years ended December 31, 2018 and 2017, respectively. The actual tax benefit for the tax deductions from the exercise of stock options was not significant and $0.3 million for the years ended December 31, 2018 and 2017, respectively. 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, 2018 is as follows: Restricted Weighted Average Stock Units Grant Date (in thousands) Fair Value Outstanding at December 31, 2017 1,247 $ 37.65 Granted 725 $ 25.73 Vested (298) $ 36.15 Forfeited (248) $ 34.70 Outstanding at December 31, 2018 1,426 $ 32.42 The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2018, 2017 and 2016 were $25.73, $39.10, and $21.37, respectively. At December 31, 2018, the intrinsic value of unvested restricted stock units was $16.4 million. At December 31, 2018, total unrecognized compensation cost related to unvested restricted stock units was $42.0 million and is expected to be recognized over a weighted-average period of 3.3 years. The fair value of restricted stock units that vested during the years ended December 31, 2018 and 2017 was $5.6 million and $1.3 million, respectively. The actual tax benefit for the tax deductions from the vesting of restricted stock units was $0.7 million and $0.3 million for the years ended December 31, 2018 and 2017, respectively. 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, 2018 | |
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) 2018 2017 2016 Numerator: Net income $ 65,581 $ 230,692 $ 11,113 Less: net income attributable to non-controlling interests (55,183) (200,839) (9,591) Net income attributable to Camping World Holdings, Inc. — basic 10,398 29,853 1,522 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 14,240 — 3,942 Net income attributable to Camping World Holdings, Inc. — diluted $ 24,638 $ 29,853 $ 5,464 Denominator: Weighted-average shares of Class A common stock outstanding — basic 36,985 26,622 18,766 Dilutive options to purchase Class A common stock 78 — — Dilutive restricted stock units 83 — — Dilutive common units of CWGS, LLC that are convertible into Class A common stock 51,732 — 64,836 Weighted-average shares of Class A common stock outstanding — diluted 88,878 26,622 83,602 Earnings per share of Class A common stock — basic $ 0.28 $ 1.12 $ 0.08 Earnings per share of Class A common stock — diluted $ 0.28 $ 1.12 $ 0.07 Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: Stock options to purchase Class A common stock 681 1,063 1,099 Restricted stock units 1,037 393 133 Common units of CWGS, LLC that are convertible into Class A common stock — 59,995 — Shares of the Company’s Class B common stock 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 common stock or Class C common stock under the two-class method has not been presented. |
Segments Information
Segments Information | 12 Months Ended |
Dec. 31, 2018 | |
Segments Information | |
Segments Information | 22. Segment Information During the quarter ended September 30, 2018, the Company’s board of directors appointed Brent Moody, formerly the Chief Operating and Legal Officer, as President of the Company. In this new role, the Company determined that Mr. Moody now performs the role of chief operating decision maker together with the Chief Executive Officer. Additionally, responsibilities of certain members of senior management of the Company were realigned to maximize the contributions of the Company’s recent acquisitions of Retail businesses. As a result of these changes, the Company has determined that its reportable segments have changed. The Company’s new reportable segments have been identified based on various commonalities amongst the Company’s individual product lines, which is consistent with the Company’s operating structure and associated management structure and management evaluates the performance of and allocates resources to these segments based on segment revenues and segment profit. The Company did not aggregate operating segments in the determination of its reportable segments. The segment reporting for prior comparative periods have been recast to conform to the current period presentation. The Company previously had two reportable segments: (i) Consumer Services and Plans; and (ii) Retail. Following the realignment, the Company now has three reportable segments: (i) Consumer Services and Plans, (ii) Dealership, and (iii) Retail. The Company’s Consumer Services and Plans segment remains the same as prior periods and primarily derives revenue from the sale of 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. The Company has separated the prior Retail segment into two distinct segments: Dealership and Retail. The Company’s Dealership segment primarily derives revenue from the sale of new and used RVs, parts, service and other, and finance and insurance products. The Company’s Retail segment primarily derives revenue from the sale of the following: products, parts, service and other, including RV accessories and supplies; and camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. As noted above, both the Dealership and Retail segments derive revenue from the sale of parts, services and other revenues since certain retail locations without associated dealerships have the capability to perform RV repair and maintenance services. Additionally, certain RV parts and accessories can be sold to customers at a dealership or retail location. The revenues and related costs of revenues for these parts and services are recorded in the segment that enters into the transaction with the customer, either Dealership or Retail. 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 a group comprised of the Chief Executive Officer and the President. Segment income, defined as income from operations before depreciation and amortization plus floor plan interest expense, is the measure of segment profit reviewed by the Company’s chief operating decision maker. Segment revenue includes intersegment revenue. Segment income includes intersegment allocations for shared resources, which includes lease expenses for Dealership and Retail locations that share space under a common property lease arrangement. 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, 2018 Consumer Services Intersegment ($ in thousands) and Plans Dealership Retail Eliminations Total Revenue: Consumer services and plans $ 216,033 $ — $ — $ (1,981) $ 214,052 New vehicles — 2,520,015 — (7,161) 2,512,854 Used vehicles — 734,938 — (2,921) 732,017 Dealership parts, services and other — 279,438 — — 279,438 Finance and insurance, net — 394,214 — (10,503) 383,711 Retail — — 791,970 (122,025) 669,945 Total consolidated revenue $ 216,033 $ 3,928,605 $ 791,970 $ (144,591) $ 4,792,017 Year Ended December 31, 2017 Consumer Services Dealership Intersegment ($ in thousands) and Plans (1) (1) (2) Retail (1)(2) Eliminations Total Revenue: Consumer services and plans $ 197,100 $ — $ — $ (1,486) $ 195,614 New vehicles — 2,442,157 — (6,229) 2,435,928 Used vehicles — 671,885 — (3,025) 668,860 Dealership parts, services and other — 246,898 — — 246,898 Finance and insurance, net — 333,988 — (7,379) 326,609 Retail — — 517,200 (111,279) 405,921 Total consolidated revenue $ 197,100 $ 3,694,928 $ 517,200 $ (129,398) $ 4,279,830 Year Ended December 31, 2016 Consumer Services Dealership Intersegment ($ in thousands) and Plans (1) (1) (2) Retail (1)(2 ) Eliminations Total Revenue: Consumer services and plans $ 186,868 $ — $ — $ (2,095) $ 184,773 New vehicles — 1,866,182 — (3,987) 1,862,195 Used vehicles — 705,893 — (2,567) 703,326 Dealership parts, services and other — 220,422 — — 220,422 Finance and insurance, net — 231,861 — (5,867) 225,994 Retail — — 429,816 (110,219) 319,597 Total consolidated revenue $ 186,868 $ 3,024,358 $ 429,816 $ (124,735) $ 3,516,307 (1) The Company has adjusted certain prior period amounts for the immaterial correction of errors. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. (2) The Company has adjusted certain prior period amounts for the immaterial correction of errors. For the years ended December 31, 2017 and 2016, segment revenue for the Company’s Retail segment, which was previously presented with combined Dealership and Retail segments, was originally reported as $4.1 billion and $3.3 billion, respectively. After correction of the errors totaling $5.4 million and $2.7 million for the years ended December 31, 2017 and 2016, segment revenue for the Company’s combined Dealership and Retail segments remained at $4.1 billion and $3.3 billion, respectively. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. Year Ended December 31, ($ in thousands) 2018 2017 2016 Segment income: (1) Consumer services and plans $ 110,517 $ 98,371 $ 89,046 Dealership (2) 265,824 290,607 198,840 Retail (2) (157,118) (23,408) 55 Total segment income 219,223 365,570 287,941 Corporate & other (6,821) (5,373) (4,382) Depreciation and amortization (49,322) (31,545) (24,695) Other interest expense, net (63,329) (42,959) (48,318) Tax Receivable Agreement liability adjustment (1,324) 100,758 — Loss and expense on debt restructure (2,056) (849) (6,270) Income before income taxes $ 96,371 $ 385,602 $ 204,276 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. The Company has recast certain prior period amounts to conform to the three segments presented in 2018. (2) The Company has adjusted certain prior period amounts for the immaterial correction of errors. For the years ended December 31, 2017 and 2016, segment income for the Company’s Retail segment, which was previously presented with combined Dealership and Retail segments, was originally reported as $272.6 million and $201.6 million, respectively. After correction of the errors totaling $5.4 million and $2.7 million for the years ended December 31, 2017 and 2016, segment income for the Company’s combined Dealership and Retail segments was $267.2 million and $198.9 million, respectively. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. Year Ended December 31, ($ in thousands) 2018 2017 2016 Depreciation and amortization: Consumer services and plans $ 3,435 $ 3,688 $ 3,780 Dealership 17,124 13,792 11,679 Retail 28,175 14,065 9,236 Subtotal 48,734 31,545 24,695 Corporate & other 588 — — Total depreciation and amortization $ 49,322 $ 31,545 $ 24,695 Years ended December 31, ($ in thousands) 2018 2017 2016 Other interest expense, net: Consumer services and plans $ 4 $ (2) $ 19 Dealership 4,858 3,775 3,562 Retail 3,215 2,108 1,833 Subtotal 8,077 5,881 5,414 Corporate & other 55,252 37,078 42,904 Total interest expense $ 63,329 $ 42,959 $ 48,318 As of December 31, ($ in thousands) 2018 2017 2016 Assets: Consumer services and plans $ 174,623 $ $ Dealership 1,736,525 Retail 702,383 Subtotal 2,613,531 2,259,069 1,381,645 Corporate & other 193,156 Total assets $ 2,806,687 $ $ (1) The Company has adjusted certain prior period amounts for the immaterial correction of errors. Retail segment assets increased $0.2 million and $0.2 million as of December 31, 2017 and 2016, respectively, and Corporate & other assets increased $5.3 million and $0 million as of December 31, 2017 and 2016, respectively. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. Year Ended December 31, ($ in thousands) 2018 2017 2016 Capital expenditures: Consumer Services and Plans $ 2,741 $ 3,358 $ Dealership 91,961 43,588 Retail 159,657 33,825 Total capital expenditures $ 254,359 $ $ The following table presents the effect of the error corrections on the statements of reportable segment revenue and segment income for the periods indicated: Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue: Dealership segment $ 3,700,353 $ (5,425) $ 3,694,928 $ 3,027,048 $ (2,690) $ 3,024,358 Total consolidated revenue 4,285,255 (5,425) 4,279,830 3,518,997 (2,690) 3,516,307 Segment income: Dealership 296,032 (5,425) 290,607 201,530 (2,690) 198,840 Total segment income 370,995 (5,425) 365,570 290,631 (2,690) 287,941 Income from operations before income taxes 389,956 (4,354) 385,602 206,966 (2,690) 204,276 |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information (Unaudited) | |
Quarterly Financial Information (Unaudited) | 23. Quarterly Financial Information (Unaudited) The quarterly financial information provided below for each of the quarters in the year ended December 31, 2018 reflect the adoption of ASC 606 as described in Note 2 — Revenue, which also removed the guidance for capitalization of direct response advertising that is now expensed as incurred. The three months ended December 31, 2017 reflect the provisional impact of the U.S. Tax Cuts and Jobs Act of 2017 as described in Note 11 — Income Taxes. The three months ended December 31, 2018 reflect the impairment of goodwill of $40.0 million relating to the Retail reporting unit as described in Note 6 — Goodwill and Intangible Assets. Three Months Ended December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, ($ in thousands) 2018 2018 2018 2018 2017 2017 2017 2017 Revenue (1) $ 982,393 $ 1,309,486 $ 1,441,477 $ 1,058,661 $ 887,986 $ 1,233,933 $ 1,277,337 $ 880,574 Income from operations (1) (43,023) 80,663 117,704 45,671 43,285 108,995 134,832 68,843 Net income (loss) (1) (71,254) 46,155 77,132 13,548 (3,911) 82,323 103,606 48,674 Net income (loss) attributable to Camping World Holdings, Inc. (1) (30,328) 14,123 24,782 1,821 (15,830) 19,246 19,064 7,373 Earnings (loss) per share of Class A common stock (1): Basic $ (0.82) $ 0.38 $ 0.67 $ 0.05 $ (0.45) $ 0.65 $ 0.83 $ 0.39 Diluted $ (0.83) $ 0.38 $ 0.67 $ 0.05 $ (0.45) $ 0.65 $ 0.83 $ 0.37 (1) The Company has adjusted certain prior period amounts for the immaterial correction of errors. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. As a result of the immaterial errors discussed in Note 1 – Summary of Significant Accounting Policies – Revisions for Correction of Immaterial Errors, revenue, income tax expense, income attributable to non-controlling interests, were each corrected from those amounts reported in the respective Form 10-Q as follows: Three Months Ended September 30, June 30, March 31, December 31, September 30, June 30, March 31, ($ in thousands) 2018 2018 2018 2017 2017 2017 2017 Revenue - Retail - as originally reported (1) $ 184,543 $ 176,003 $ 100,091 $ 51,096 $ 46,169 $ 48,103 $ 50,246 Revenue - Retail - adjustment (1) — (112) 112 — — — — Revenue - Retail- as corrected (1) 184,543 175,891 100,203 51,096 46,169 48,103 50,246 Revenue - Dealership service, parts and other - as originally reported (1) 71,607 74,200 64,217 61,312 66,847 65,554 53,185 Revenue - Dealership service, parts and other - adjustment (1) — 268 (268) — — — — Revenue - Dealership service, parts and other - as corrected (1) 71,607 74,468 63,949 61,312 66,847 65,554 53,185 Revenue - finance and insurance, net - as originally reported (1) 109,459 124,060 91,849 64,827 100,858 100,306 66,043 Revenue - Finance and insurance, net - adjustment (1) (3,241) (3,855) (2,749) (1,006) (1,669) (1,689) (1,061) Revenue - Finance and insurance, net - as corrected (1) 106,218 120,205 89,100 63,821 99,189 98,617 64,982 Total Revenue - as originally reported (1) 1,312,727 1,445,176 1,061,566 888,992 1,235,602 1,279,026 881,635 Total Revenue - adjustment (1) (3,241) (3,699) (2,905) (1,006) (1,669) (1,689) (1,061) Total Revenue - as corrected (1) 1,309,486 1,441,477 1,058,661 887,986 1,233,933 1,277,337 880,574 Costs applicable to revenue: Consumer services and plans - as originally reported (1) 21,499 20,832 22,725 20,030 20,085 20,560 21,147 Costs applicable to revenue: Consumer services and plans - adjustment (1) — (64) 64 — — — — Costs applicable to revenue: Consumer services and plans - as corrected (1) 21,499 20,768 22,789 20,030 20,085 20,560 21,147 Costs applicable to revenue: Dealership service, parts and other - as originally reported (1) 36,503 36,102 31,766 32,614 34,923 33,920 27,394 Costs applicable to revenue: Dealership service, parts and other - adjustment (1) — 131 (131) — — — — Costs applicable to revenue: Dealership service, parts and other - as corrected (1) 36,503 36,233 31,635 32,614 34,923 33,920 27,394 Costs applicable to revenue: Retail - as originally reported (1) 116,664 111,878 64,122 66,782 73,907 61,031 34,201 Costs applicable to revenue: Retail - adjustment (1) — (45) 45 — — — — Costs applicable to revenue: Retail - as corrected (1) 116,664 111,833 64,167 66,782 73,907 61,031 34,201 Total costs applicable to revenue - as originally reported (1) 936,472 1,029,012 756,790 622,377 880,387 906,446 629,706 Total costs applicable to revenue - adjustment (1) — 22 (22) — — — — Total costs applicable to revenue - as corrected (1) 936,472 1,029,034 756,768 622,377 880,387 906,446 629,706 Selling, general and administrative expenses - as originally reported (1) 278,329 284,295 245,114 213,052 236,174 228,444 175,490 Selling, general and administrative expenses - adjustment (1) — (1,199) 1,199 — — — — Selling, general and administrative expenses - as corrected (1) 278,329 283,096 246,313 213,052 236,174 228,444 175,490 Income from operations - as originally reported (1) 83,904 120,226 49,753 44,291 110,664 136,521 69,904 Income from operations - adjustment (1) (3,241) (2,522) (4,082) (1,006) (1,669) (1,689) (1,061) Income from operations - as corrected (1) 80,663 117,704 45,671 43,285 108,995 134,832 68,843 Tax Receivable Agreement liability adjustment - as originally reported (1) — — — 99,766 (96) — 17 Tax Receivable Agreement liability adjustment - adjustment (1) — — — 1,071 — — — Tax Receivable Agreement liability adjustment - as corrected (1) — — — 100,837 (96) — 17 Other income (expense), net - as originally reported (1) 1 (1) — — — — — Other income (expense), net - adjustment (1) (1) 1 — — 1 (1) — Other income (expense), net - as corrected (1) — — — — 1 (1) — Income before taxes - as originally reported (1) 59,295 93,917 24,495 123,222 92,142 119,377 55,215 Income before taxes - adjustment (1) (3,240) (2,523) (4,082) 65 (1,668) (1,690) (1,061) Income before taxes - as corrected (1) 56,055 91,394 20,413 123,287 90,474 117,687 54,154 Income tax (expense) benefit - as originally reported (1) (11,385) (12,102) (7,219) (128,716) (8,390) (14,284) (5,592) Income tax (expense) benefit - adjustment (1) 1,485 (2,160) 354 1,518 239 203 112 Income tax (expense) benefit - as corrected (1) (9,900) (14,262) (6,865) (127,198) (8,151) (14,081) (5,480) Net income - as originally reported (1) 47,910 81,815 17,276 (5,494) 83,752 105,093 49,623 Net income - adjustment (1) (1,755) (4,683) (3,728) 1,583 (1,429) (1,487) (949) Net income - as corrected (1) 46,155 77,132 13,548 (3,911) 82,323 103,606 48,674 Income attributable to non-controlling interests - as originally reported (1) (33,893) (53,784) (14,095) (12,599) (64,163) (85,749) (42,101) Income attributable to non-controlling interests - adjustment (1) 1,861 1,434 2,368 680 1,086 1,207 800 Income attributable to non-controlling interests - as corrected (1) (32,032) (52,350) (11,727) (11,919) (63,077) (84,542) (41,301) Net income attributable to Camping World Holdings, Inc. - as originally reported (1) 14,017 28,031 3,181 (18,093) 19,589 19,344 7,522 Net income attributable to Camping World Holdings, Inc. - adjustment (1) 106 (3,249) (1,360) 2,263 (343) (280) (149) Net income attributable to Camping World Holdings, Inc. - as corrected (1) 14,123 24,782 1,821 (15,830) 19,246 19,064 7,373 Earnings per share of Class A common stock - basic - as originally reported (1) $ 0.38 $ 0.76 $ 0.09 $ (0.52) $ 0.66 $ 0.84 $ 0.40 Earnings per share of Class A common stock - basic - adjustment (1) - (0.09) (0.04) 0.07 (0.01) (0.01) (0.01) Earnings per share of Class A common stock - basic - as corrected (1) 0.38 0.67 0.05 (0.45) 0.65 0.83 0.39 Earnings per share of Class A common stock - diluted - as originally reported (1) $ 0.38 $ 0.72 $ 0.08 $ (0.52) $ 0.66 $ 0.84 $ 0.38 Earnings per share of Class A common stock - diluted- adjustment (1) - (0.05) (0.03) 0.07 (0.01) (0.01) (0.01) Earnings per share of Class A common stock - diluted - as corrected (1) 0.38 0.67 0.05 (0.45) 0.65 0.83 0.37 (1) The Company has adjusted certain prior period amounts for the immaterial correction of errors. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Assets Current assets: Cash and cash equivalents $ 31,537 $ 14,503 Intercompany receivable 2,518 — Prepaid income taxes and other 9,049 10,661 Total current assets 43,104 25,164 Deferred tax asset 144,006 150,338 Investment in subsidiaries (8,363) 15,054 Total assets $ 178,747 $ 190,556 Liabilities and stockholders' equity Current liabilities: Accrued liabilities $ — $ 313 Current portion of liabilities under Tax Receivable Agreement 9,446 8,906 Total current liabilities 9,446 9,219 Liabilities under Tax Receivable Agreement, net of current portion 124,763 130,826 Total liabilities 134,209 140,045 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, 2018 and December 31, 2017 — — Class A common stock, par value $0.01 per share – 250,000,000 shares authorized; 37,278,690 issued and 37,192,364 outstanding as of December 31, 2018 and 36,758,233 issued and 36,749,072 outstanding as of December 31, 2017 372 367 Class B common stock, par value $0.0001 per share – 75,000,000 shares authorized; 69,066,445 issued; and 50,706,629 outstanding as of December 31, 2018 and 69,066,445 issued and 50,836,629 outstanding as of December 31, 2017 5 5 Class C common stock, par value $0.0001 per share – one share authorized, issued and outstanding as of December 31, 2018 and December 31, 2017 — — Additional paid-in capital 47,531 42,520 Retained earnings (3,370) 7,619 Total stockholders' equity 44,538 50,511 Total liabilities and stockholders' equity $ 178,747 $ 190,556 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 December 31, 2018 2017 2016 Revenue: Intercompany revenue $ 7,066 $ 4,768 $ 1,564 Total revenue 7,066 4,768 1,564 Operating expenses: Selling, general, and administrative 7,066 4,770 1,564 Total operating expenses 7,066 4,770 1,564 Loss from operations — (2) — Other interest expense, net (15) — — Tax Receivable Agreement liability adjustment (1,324) 100,758 — Equity in net income of subsidiaries 39,266 82,430 2,776 Income before income taxes 37,927 183,186 2,776 Income tax expense (27,529) (153,333) (1,254) Net income $ 10,398 $ 29,853 $ 1,522 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 Year Ended December 31, December 31, December 31, 2018 2017 2016 Operating activities Net income $ 10,398 $ 29,853 $ 1,522 Adjustments to reconcile net income to net cash used in operating activities: Equity in net income of subsidiaries (39,266) (82,430) (2,776) Deferred tax expense 10,908 133,639 928 Tax receivable agreements liability adjustment 1,324 (100,758) — Change in assets and liabilities, net of acquisitions: Intercompany receivables (2,518) — — Prepaid income taxes and other assets 1,464 (10,656) — Accounts payable and other accrued liabilities (44) (1,147) 213 Payment pursuant to Tax Receivable Agreement (8,914) (203) — Net cash used in operating activities (26,648) (31,702) (113) Investing activities Purchases of LLC Interest from CWGS, LLC (271) (124,150) (243,845) Distributions received from CWGS, LLC 65,940 66,092 3,889 Net cash provided by (used in) investing activities 65,669 (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 (22,697) (22,241) (1,515) Proceeds from exercise of stock options 153 1,728 — Disgorgement of short-swing profits by Section 16 officer 557 — — Net cash provided by (used in) financing activities (21,987) 102,031 242,301 Increase in cash and cash equivalents 17,034 12,271 2,232 Cash and cash equivalents at beginning of year 14,503 2,232 — Cash and cash equivalents at end of the year $ 31,537 $ 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, 2018 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. $7.1 million and $40.5 million of intercompany revenue and equity in net income of subsidiaries, respectively, was eliminated in consolidation for the year ended December 31, 2018. $4.8 million and $82.0 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. $2.5 million of an intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2018. $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 $134.2 million and $139.7 million as of December 31, 2018 and 2017, respectively. 3. Revisions for Correction of Immaterial Errors The Parent Company corrected for errors that were immaterial to previously-reported condensed financial statements. These errors were also identified in connection with the preparation of the financial statements for the year ended December 31, 2018, and related to i) the cancellation reserve for certain of its finance and insurance offerings within the Dealership segment and ii) the calculation of the Tax Receivable Agreement liability that arose from transactions in 2017. The Parent Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and determined the effect of these corrections was not material to the previously issued financial statements. However, correcting the cumulative error during the year ended December 31, 2018 would have been material to the current period. Therefore, the amounts in the previous periods have been revised to reflect the correction of these errors. The following table presents the effect of the error corrections on the Parent Company’s condensed balance sheet for the period indicated. At December 31, 2017 ($ in thousands) As Reported Adjustment As Corrected Prepaid income taxes and other $ 2,244 $ 8,417 $ 10,661 Deferred tax asset 153,445 (3,107) 150,338 Investment in subsidiaries 24,315 (9,261) 15,054 Total assets 194,507 (3,951) 190,556 Liabilities under Tax Receivable Agreement, net of current portion 129,596 1,230 130,826 Total liabilities 138,002 2,043 140,045 Additional paid-in capital 49,941 (7,421) 42,520 Retained earnings 6,192 1,427 7,619 Total stockholders' equity 56,505 (5,994) 50,511 Total liabilities and stockholders' equity 194,507 (3,951) 190,556 The following table presents the effect of the error corrections on the Parent Company’s condensed statement of income for the period indicated. Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Equity in net income of subsidiaries $ 84,092 $ (1,662) $ 82,430 $ 2,877 $ (101) $ 2,776 Income tax expense (155,415) 2,082 (153,333) (1,291) 37 (1,254) Net income 28,362 1,491 29,853 1,586 (64) 1,522 The following table presents the effect of the error corrections on the Parent Company’s condensed statement of cash flows for the period indicated. Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net income $ 28,362 $ 1,491 $ 29,853 $ 1,586 $ (64) $ 1,522 Adjustments to reconcile net income to net cash used in operating activities: Equity in net income of subsidiaries (84,092) 1,662 (82,430) (2,877) 101 (2,776) Deferred tax expense 127,305 6,334 133,639 965 (37) 928 Tax receivable agreements liability adjustment (99,687) (1,071) (100,758) — — — Prepaid income taxes and other assets (2,240) (8,416) (10,656) — — — 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 11 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 11 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, 2018 and 2017, liabilities under the tax receivable agreement totaled $134.2 million and $139.7 million, respectively. See Note 13 to the consolidated financial statements for information regarding pending and threatened litigation. P ursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation. 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 Year Ended December 31, December 31, December 31, 2018 2017 2016 Cash paid during the period for: Interest $ 15 $ — $ — Income taxes 14,421 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 3 130 — Par value of Class A common stock issued for vested restricted stock units 3 — — Par value of Class A common stock repurchased for withholding taxes on vested RSUs (1) — — 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, 2018 | |
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, 2018 (4) $ 8,659 $ 2,444 $ (5,278) $ (1,096) $ 4,729 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 (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. (4) As a result of the adoption of ASC 606 on January 1, 2018, certain of the Company’s revenue streams are recorded as variable consideration and would no longer be considered to have an allowance for cancellations/returns (see Note 2 — Revenue in Part II, Item 8 of this Form 10-K). This resulted in a charge to other accounts of $5.5 million for the year ended December 31, 2018. 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, 2018 (2) $ 7,187 $ — $ (7,187) $ — $ — 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 (1) Additions to cancellations /returns allowances are credited against revenue. (2) As a result of the adoption of ASC 606 on January 1, 2018, certain of the Company’s revenue streams are recorded as variable consideration and would no longer be considered to have an allowance for cancellations/returns (see Note 2 — Revenue in Part II, Item 8 of this Form 10-K). This resulted in a charge to other accounts of $7.2 million for the year ended December 31, 2018. 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, 2018 $ 132,468 $ 43,175 $ — $ 5,340 $ 180,983 Year ended December 31, 2017 $ 152,021 $ 11,194 $ (64,535) $ 33,788 $ 132,468 Year ended December 31, 2016 $ 44,770 $ 1,049 $ — $ 106,202 $ 152,021 (1) Amounts charged to additional paid-in capital relating to the outside basis in the investment in CWGS, LLC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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”). All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. 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, 2018, 2017 and 2016, CWH owned 41.9%, 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 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. 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 CWGS, LLC is a holding company and operates through its subsidiaries. The Company realigned the structure of its internal organization during the three months ended September 30, 2018 in a manner that caused the composition of its reportable segments to change to the following three segments: (i) Consumer Services and Plans, (ii) Dealership, and (iii) Retail. The Company’s reportable segment financial information has been recast to reflect the updated reportable segment structure for all periods presented. See Note 22 to Consolidated Financial Statements for further information about the Company’s segments. The Company primarily provides Consumer Services and Plans offerings under its Good Sam brand, its Dealership offerings under its Camping World brand, and its Retail products primarily under the Camping World and Gander Outdoors 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 Dealership segment, the Company primarily derives revenue from the sale of new and used recreational vehicles (“RVs”), sale of RV parts, services and other, and commissions on the related finance and insurance contracts. Within the Retail segment, the Company primarily derives revenue from the sale of the following: products, parts, accessories, supplies and service for RVs, and equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities. As noted above, both the Dealership and Retail segments derive revenue from the sale of parts, services and other revenues since certain retail locations without associated dealerships have the capability to perform RV repair and maintenance services. Additionally, certain RV parts and accessories can be sold to customers at a dealership or retail location. The revenues and related costs of revenues for these parts and services are recorded in the segment that enters into the transaction with the customer, either Dealership or Retail. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and outdoor enthusiasts. Through dealership acquisitions, retail expansions and the opening of new greenfield locations, we have expanded our number of retail locations to 227 on December 31, 2018 from 153 on December 31, 2017. The table below summarizes our store locations as of December 31, 2018, 2017 and 2016: 2018 2017 2016 Co-habited Dealership and Retail locations 126 116 104 Stand-alone Dealership locations 15 8 1 Stand-alone Retail locations 86 29 17 Total locations 227 153 122 |
Revisions for Correction of Immaterial Errors | Revisions for Correction of Immaterial Errors The Company corrected for errors that were immaterial to previously-reported consolidated financial statements. These errors were identified in connection with the preparation of the financial statements for the year ended December 31, 2018, and related primarily to i) the cancellation reserve for certain of its finance and insurance offerings within the Dealership segment in other current liabilities and other long-term liabilities, ii) the calculation of the Tax Receivable Agreement liability that arose from transactions in 2017, iii) the classification in the consolidated statements of cash flows of non-cash capital expenditures included in accounts payable and non-cash leasehold improvements paid by lessor in other, net, iv) the adoption of Accounting Standards Codification (“ASC”) No. 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018, and v) certain disclosures described in Note 5 — Property and Equipment, net and Note 6 — Goodwill and Intangible Assets. 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, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and determined the effect of these corrections was not material to the previously issued financial statements. However, correcting the cumulative error during the year ended December 31, 2018 would have been material to the current period. Therefore, the amounts in the previous periods have been revised to reflect the correction of these errors. Additionally, the Company revised members’ equity (deficit) as of January 1, 2016, to correct these errors as of the beginning of the earliest year presented in these consolidated financial statements, resulting in an increase of $14.2 million from the previously reported amount of $307.2 million to the corrected amount of $321.4 million. The consolidated Statements of Stockholders’ and Members’ Equity for the years ended December 31, 2017 and 2016 have also been revised to include the changes to net income and additional paid-in capital as noted below. The following table presents the effect of the error correction on the Company’s consolidated balance sheet for the period indicated: As of December 31, 2017 ($ in thousands) As Reported Adjustment As Corrected Prepaid expenses and other assets $ 32,721 $ 8,417 $ 41,138 Total current assets 1,798,907 8,417 1,807,324 Deferred tax assets, net 155,551 (2,868) 152,683 Total assets 2,561,477 5,549 2,567,026 Current portion of Tax Receivable Agreement liability 8,093 813 8,906 Other current liabilities 22,510 10,152 32,662 Total current liabilities 1,320,169 10,965 1,331,134 Tax Receivable Agreement liability, net of current portion 129,596 1,230 130,826 Other long-term liabilities 39,161 12,428 51,589 Total liabilities 2,470,640 24,623 2,495,263 Additional paid-in capital 49,941 (7,421) 42,520 Retained earnings 6,192 1,427 7,619 Total stockholders' equity attributable to Camping World Holdings, Inc. 56,505 (5,994) 50,511 Non-controlling interests 34,332 (13,080) 21,252 Stockholders' equity (deficit) 90,837 (19,074) 71,763 Total liabilities and stockholders' equity 2,561,477 5,549 2,567,026 The following table presents the effect of the error corrections on the consolidated statements of income for the periods indicated: Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue: Finance and insurance, net $ 332,034 $ (5,425) $ 326,609 $ 228,684 $ (2,690) $ 225,994 Total revenue 4,285,255 (5,425) 4,279,830 3,518,997 (2,690) 3,516,307 Income from operations 361,380 (5,425) 355,955 279,190 (2,690) 276,500 Tax Receivable Agreement liability adjustment 99,687 1,071 100,758 — — — Income before income taxes 389,956 (4,354) 385,602 206,966 (2,690) 204,276 Income tax expense (156,982) 2,072 (154,910) (5,907) 107 (5,800) Net income 232,974 (2,282) 230,692 201,059 (2,583) 198,476 Net income attributable to non-controlling interests (204,612) 3,773 (200,839) (9,942) 351 (9,591) Net income attributable to Camping World Holdings, Inc. 28,362 1,491 29,853 191,117 (2,232) 188,885 Earnings per share of Class A common stock: Basic $ 1.07 $ 0.05 $ 1.12 $ 0.08 $ — $ 0.08 Diluted $ 1.07 $ 0.05 $ 1.12 $ 0.07 $ — $ 0.07 The following table presents the effect of the error corrections on the consolidated statements of cash flows for the periods indicated: Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net income $ 232,974 $ (2,282) $ 230,692 $ 201,059 $ (2,583) $ 198,476 Adjustments to reconcile net income to net cash used in operating activities: Deferred income taxes 124,622 6,344 130,966 3,765 (107) 3,658 Tax Receivable Agreement liability adjustment (99,687) (1,071) (100,758) — — — Prepaid expenses and other assets (11,827) (8,417) (20,244) (4,625) — (4,625) Accounts payable and other accrued expenses 53,646 (1,491) 52,155 12,310 1,605 13,915 Other, net 9,619 (304) 9,315 7,686 1,169 8,855 Net cash provided by (used in) operating activities (9,094) (7,221) (16,315) 215,691 84 215,775 Cash flows from investing activities: Purchases of property and equipment (66,780) 7,221 (59,559) (39,782) (84) (39,866) Net cash used in investing activities (475,676) 7,221 (468,455) (115,703) (84) (115,787) 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 the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those 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, 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. |
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. These retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. |
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, 2018 and 2017 was approximately $142.2 million and $227.9 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 Dealership 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. Dealership 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 cost or net realizable value. The cost of Retail inventory consists of the direct cost of the merchandise including freight. |
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 40 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 6 – Goodwill and Intangible Assets). Finite‑lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. As of December 31, 2018, the approximate weighted average useful lives of our Consumer Services and Plans finite‑lived intangible assets are as follows: membership and customer lists – 5.3 years. The approximate weighted average useful lives of our Retail finite‑lived intangible assets are as follows: customer lists and domain names – 4.6 years, trademarks and trade names – 15.0 years, and websites – 8.4 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 12.3 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 $15.7 million and $16.1 million at December 31, 2018 and 2017, 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, 2018 and 2017, these letters of credit were approximately $14.0 million and $12.2 million, respectively. This includes $10.4 million and $8.9 million as of December 31, 2018 and 2017, respectively, issued under the FreedomRoads, LLC Floor Plan Facility (see Note 4 — Inventories and Notes Payable — Floor Plan, net), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 8 — 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 For periods after the adoption of ASC 606 on January 1, 2018 (see Note 2 — Revenue): Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determines stand-alone selling prices based on the prices charged to customers or using the adjusted market assessment approach. The Company presents disaggregated revenue on its consolidated statements of operations. Consumer Services and Plans revenue consists of revenue from club memberships, 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 contractual life of the membership. RA claim expenses are recognized when incurred. 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 spending with such third-party credit card provider and for acquiring new cardholders. Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated 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. Revenue and related expenses for consumer shows are recognized when the show occurs. Dealership revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. 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, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer. Revenue from Dealership parts, services and other products sales is recognized over time as work is completed, and when parts are delivered to our customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and 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. These proceeds are recorded as variable consideration, net of estimated chargebacks. Retail revenue consists of sales of products, parts and services and other products, including RV accessories and supplies, and camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. Revenue from products, parts, and services sales is recognized over time as work is completed, and when parts are delivered to our customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. E-commerce sales are recognized when the product is shipped and recorded as variable consideration, net of anticipated merchandise returns which reduce revenue and cost of sales in the period that the related sales are recorded. For periods prior to the adoption of ASC 606 on January 1, 2018 (see Note 2 — Revenue): 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. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Consumer Services and Plans revenue consists of 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. 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 our 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. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. 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 vehicles, commissions on related finance and insurance contracts, and sales of parts, services and other products. Revenue from the sale of 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 when products are sold in the retail stores, shipped for mail and internet orders, or upon 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 we receive 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, $6.5 million of advertising expenses were capitalized as direct response advertising, of which $5.2 million was reported as assets and $1.2 million was reported net of related deferred revenue. As of January 1, 2018, the Company implemented ASC 606, which removed the guidance for capitalization of direct response advertising that is now expensed as incurred. Other advertising expenses were expensed as incurred. Advertising expenses for the years ended December 31, 2018, 2017 and 2016 were $112.4 million, $86.6 million and $76.0 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, 2018, 2017, and 2016, $4.9 million, $4.1 million, and $2.3 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 asset and 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 11 — Income Taxes. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 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 is 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 Company adopted the amendments of this ASU on January 1, 2018, and the adoption did not materially impact its consolidated financial statements or results of operations (see Note 2 — Revenue for further details). 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”). This ASU addresses several specific cash flow issues with the objective of reducing the diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted the amendments of this ASU on January 1, 2018, and the adoption did not materially impact its consolidated financial statements, results of operations, or statements of cash flows. In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) (“ASU 2018-13”). This standard eliminates, amends, and adds disclosure requirements for fair value measurements. The amended and new disclosure requirements primarily relate to Level 3 fair value measurements. The standard will be effective for fiscal years beginning after December 15, 2019. The removal and amendment of certain disclosures may be early adopted with retrospective application while the new disclosure requirements are to be applied prospectively. The Company early adopted the amendments of this ASU on October 1, 2018, and the adoption did not materially impact its consolidated financial statements or results of operations. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2016-02, which are effective upon the adoption of ASU 2016-02. The amendments in this ASU relate to the accounting for leasing transactions. ASC 842 requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases (with the exception of short-term leases) at the lease commencement date and recognize expenses on the income statement in a similar manner to the current guidance in ASC 840, Leases ("ASC 840"). The lease liability will be measured as the present value of the unpaid lease payments and the right-of-use asset will be derived from the calculation of the lease liability adjusted for initial direct costs, prepaid lease payments, and lease incentives. Lease payments will include fixed and in-substance fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties where the lease term reflects the election of a termination option, fees paid by the lessee to the owners of a special-purpose entity for restructuring the transaction, and probable amounts the lessee will owe under a residual value guarantee. Lease payments will not include variable lease payments other than those that depend on an index or rate, any guarantee by the lessee of the lessor’s debt, or any amount allocated to non-lease components. The discount rate used to derive the present value of unpaid lease payments will be based on the rates implicit in the lease, or if not available, the incremental borrowing rate. The Company established a project team to evaluate and implement ASC 842, which is substantially complete with its implementation efforts. Based on analysis of the property leases and other contracts, the Company currently believes the most significant impact of ASC 842 on its accounting will be the balance sheet impact of its real estate operating leases, which will significantly increase assets and liabilities. In addition, ASC 842 eliminates the current build-to-suit lease accounting guidance and is expected to result in derecognition of build-to-suit assets and liabilities that remained on the balance sheet after the end of the construction period, including any related deferred taxes. Also, ASC 842 makes changes to sale-leaseback accounting to result in the recognition of the gain on the transaction at the time of the sale instead of recognizing over the leaseback period, when the transaction is deemed to be a sale instead of a financing arrangement. ASC 842 further changes the assessment of sale accounting from a transfer of risk and rewards assessment to a transfer of control assessment. The Company plans to elect the package of practical expedients available under the transition provisions of ASC 842, including (i) not reassessing whether expired or existing contracts contain leases, (ii) lease classification, and (iii) not revaluing initial direct costs for existing leases. Also, the Company plans to elect the practical expedient which will allow aggregation of non-lease components with the related lease components when evaluating accounting treatment for equipment and billboard leases. Lastly, the Company will apply the modified retrospective adoption method, utilizing the simplified transition option available in ASC 842, which allows entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption. The Company will adopt ASC 842 on January 1, 2019. The expected impact of applying ASC 842 effective as of January 1, 2019, to the Company’s statements of income and cash flows is not expected to be significant. The expected major impacts to the balance sheet will be 1) the addition of between $785.0 million and $885.0 million in operating lease right-of-use assets, 2) the addition of between $835.0 million and $935.0 million of lease liabilities, 3) the removal of approximately $3.7 million, $8.2 million, and $54.2 million of property and equipment, net; deferred revenues and gains; and other liabilities, respectively, and 4) a cumulative-effect adjustment for the adoption of ASC 842 will be recorded to retained earnings and non-controlling interests for the net differences in assets and liabilities adjusted as a result of applying ASC 842, as described above. The Company does not expect the adoption of the ASC 842 to impact any of its existing debt covenants. In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). This standard aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service arrangement (i.e., hosting arrangement) with the guidance on capitalizing costs in ASC 350-40, Internal-Use Software. The ASU permits either a prospective or retrospective transition approach. The standard will be effective for fiscal years beginning after December 15, 2019. The Company will adopt ASU 2018-15 on January 1, 2020. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Schedule of retail locations | 2018 2017 2016 Co-habited Dealership and Retail locations 126 116 104 Stand-alone Dealership locations 15 8 1 Stand-alone Retail locations 86 29 17 Total locations 227 153 122 |
Schedule of restatements | As of December 31, 2017 ($ in thousands) As Reported Adjustment As Corrected Prepaid expenses and other assets $ 32,721 $ 8,417 $ 41,138 Total current assets 1,798,907 8,417 1,807,324 Deferred tax assets, net 155,551 (2,868) 152,683 Total assets 2,561,477 5,549 2,567,026 Current portion of Tax Receivable Agreement liability 8,093 813 8,906 Other current liabilities 22,510 10,152 32,662 Total current liabilities 1,320,169 10,965 1,331,134 Tax Receivable Agreement liability, net of current portion 129,596 1,230 130,826 Other long-term liabilities 39,161 12,428 51,589 Total liabilities 2,470,640 24,623 2,495,263 Additional paid-in capital 49,941 (7,421) 42,520 Retained earnings 6,192 1,427 7,619 Total stockholders' equity attributable to Camping World Holdings, Inc. 56,505 (5,994) 50,511 Non-controlling interests 34,332 (13,080) 21,252 Stockholders' equity (deficit) 90,837 (19,074) 71,763 Total liabilities and stockholders' equity 2,561,477 5,549 2,567,026 Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue: Finance and insurance, net $ 332,034 $ (5,425) $ 326,609 $ 228,684 $ (2,690) $ 225,994 Total revenue 4,285,255 (5,425) 4,279,830 3,518,997 (2,690) 3,516,307 Income from operations 361,380 (5,425) 355,955 279,190 (2,690) 276,500 Tax Receivable Agreement liability adjustment 99,687 1,071 100,758 — — — Income before income taxes 389,956 (4,354) 385,602 206,966 (2,690) 204,276 Income tax expense (156,982) 2,072 (154,910) (5,907) 107 (5,800) Net income 232,974 (2,282) 230,692 201,059 (2,583) 198,476 Net income attributable to non-controlling interests (204,612) 3,773 (200,839) (9,942) 351 (9,591) Net income attributable to Camping World Holdings, Inc. 28,362 1,491 29,853 191,117 (2,232) 188,885 Earnings per share of Class A common stock: Basic $ 1.07 $ 0.05 $ 1.12 $ 0.08 $ — $ 0.08 Diluted $ 1.07 $ 0.05 $ 1.12 $ 0.07 $ — $ 0.07 Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net income $ 232,974 $ (2,282) $ 230,692 $ 201,059 $ (2,583) $ 198,476 Adjustments to reconcile net income to net cash used in operating activities: Deferred income taxes 124,622 6,344 130,966 3,765 (107) 3,658 Tax Receivable Agreement liability adjustment (99,687) (1,071) (100,758) — — — Prepaid expenses and other assets (11,827) (8,417) (20,244) (4,625) — (4,625) Accounts payable and other accrued expenses 53,646 (1,491) 52,155 12,310 1,605 13,915 Other, net 9,619 (304) 9,315 7,686 1,169 8,855 Net cash provided by (used in) operating activities (9,094) (7,221) (16,315) 215,691 84 215,775 Cash flows from investing activities: Purchases of property and equipment (66,780) 7,221 (59,559) (39,782) (84) (39,866) Net cash used in investing activities (475,676) 7,221 (468,455) (115,703) (84) (115,787) |
Schedule of Property and Equipment, estimated useful lives of the assets | Years Building and improvements 40 Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3-12 Software 3-5 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of total unsatisfied performance obligation for these revenue streams, that the Company expects to recognize the amounts as revenue | The total unsatisfied performance obligation for these revenue streams at December 31, 2018 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): As of December 31, 2018 2018 $ 86,876 2019 27,608 2020 13,376 2021 6,759 2022 3,405 Thereafter 6,637 Total $ 144,661 |
ASU 2014-09 | |
Summary of cumulative effect of the changes made to the consolidated January 1, 2018 balance sheet for the adoption of ASC 606 and impact of the adoption of ASC 606 on the consolidated balance sheet and statement of operations | The following table details the cumulative effect of the changes made to the consolidated January 1, 2018 balance sheet for the adoption of ASC 606 (in thousands): Balance at Adjustments Balance at December 31, Due to January 1, 2017 ASU 2014-09 2018 Assets Accounts receivable, net $ 79,881 $ (1,489) $ 78,392 Inventories 1,415,915 (5,142) 1,410,773 Prepaid expenses and other assets 41,138 4,508 45,646 Deferred tax assets, net 152,683 (303) 152,380 Other assets 21,903 (4,051) 17,852 Liabilities Accrued liabilities 101,929 (6,598) 95,331 Deferred revenues and gains, current 77,669 857 78,526 Deferred revenues and gains, non-current 64,061 (471) 63,590 Other long-term liabilities 51,589 (4,051) 47,538 Equity Retained earnings 7,619 1,310 8,929 Non-controlling interests 21,252 2,476 23,728 The adjustments above related primarily to i) the deferral of sales commissions expenses relating to multiyear consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues, ii) adjustment of recognition period of RV service revenue from point-in-time to over time, iii) adjustment of capitalized direct-response advertising to expense when the advertising is mailed instead of over the expected benefit period, iv) reclassification of estimated product returns from inventory to prepaid expenses and other assets, v) reclassification of expected refunds previously included in deferred revenues and gains to accrued liabilities, and vi) reclassification and adjustment of the point obligation for the Coast to Coast service from accrued liabilities to deferred revenues and gains. The following table details the impact of the adoption of ASC 606 on the consolidated balance sheet as of December 31, 2018 (in thousands): December 31, 2018 As Balances Without Effect of Change Reported Adoption of ASC 606 Higher/(Lower) Assets Accounts receivable, net $ 85,711 $ 88,966 $ (3,255) Inventories 1,558,970 1,567,409 (8,439) Prepaid expenses and other assets 51,710 42,823 8,887 Deferred tax assets, net 145,943 146,246 (303) Other assets 18,326 23,515 (5,189) Liabilities Accrued liabilities 124,619 131,671 (7,052) Deferred revenues and gains, current 88,054 87,806 248 Deferred revenues and gains, non-current 67,157 68,312 (1,155) Other long-term liabilities 79,958 85,147 (5,189) Equity Retained earnings (3,370) (5,051) 1,681 Non-controlling interests (11,621) (14,789) 3,168 The following table details the impact of the adoption of ASC 606 on the consolidated statement of operations for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Balances Without Effect of Change As Reported Adoption of ASC 606 Higher/(Lower) Revenue Consumer services and plans $ 214,052 $ 214,112 $ (60) Dealership parts, services and other 279,438 279,493 (55) Retail 669,945 669,896 49 Costs applicable to revenue Consumer services and plans 86,687 87,268 (581) Dealership parts, services and other 140,076 140,083 (7) Retail 445,187 445,158 29 Operating and income tax expenses Selling, general, and administrative 1,069,359 1,070,053 (694) Income tax expense 30,790 30,666 124 Net income Net income 65,581 64,518 1,063 Less: net income attributable to non-controlling interests (55,183) (54,491) (692) Net income attributable to Camping World Holdings, Inc. 10,398 10,027 371 |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables | |
Summary of receivables | Receivables consisted of the following at December 31, (in thousands): 2018 2017 Consumer Services and Plans $ 19,586 $ 28,178 Dealership New and used vehicles 3,129 3,168 Parts, service and other 15,761 7,616 Trade accounts receivable 13,907 13,881 Due from manufacturers 20,645 18,746 Other 8,822 7,332 Retail 8,259 3,656 Other — 4 90,109 82,581 Allowance for doubtful accounts (4,398) (2,700) $ 85,711 $ 79,881 |
Inventories, net and Notes Pa_2
Inventories, net and Notes Payable - Floor Plan, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventories, net and Notes Payable - Floor Plan, net | |
Schedule of inventories | Inventories consisted of the following at December 31, (in thousands): December 31, December 31, 2018 2017 Consumer services and plans $ 459 $ 387 Dealership: New RVs 1,017,910 1,113,178 Used RVs 124,527 106,210 Dealership parts, accessories and miscellaneous 6,591 7,802 Retail 409,483 188,338 $ 1,558,970 $ 1,415,915 |
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): December 31, December 31, 2018 2017 Floor Plan Facility: Notes payable — floor plan: Total commitment $ 1,415,000 $ 1,415,000 Less: borrowings, net (885,980) (974,043) Less: flooring line aggregate interest reduction account (97,757) (106,055) Additional borrowing capacity 431,263 334,902 Less: accounts payable for sold inventory (33,928) (31,311) Less: purchase commitments (22,530) (77,144) Unencumbered borrowing capacity $ 374,805 $ 226,447 Revolving line of credit $ 60,000 $ 35,000 Less borrowings (38,739) — Additional borrowing capacity $ 21,261 $ 35,000 Letters of credit: Total commitment $ 15,000 $ 15,000 Less: outstanding letters of credit (10,380) (9,369) Additional letters of credit capacity $ 4,620 $ 5,631 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, net | |
Property and Equipment, net | Property and equipment consisted of the following at December 31, (in thousands): December 31, December 31, 2018 2017 Land $ 36,997 $ 12,243 Buildings and improvements 54,967 17,791 Leasehold improvements - inclusive of right to use assets 155,975 107,354 Furniture and equipment 199,536 130,204 Software 80,769 68,087 Software systems development and construction in progress 32,165 34,384 560,409 370,063 Less: accumulated depreciation and amortization (200,554) (172,041) Property and equipment, net $ 359,855 $ 198,022 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 (in thousands): Consumer Services and Plans Dealership Retail Consolidated Balance as of January 1, 2017 (excluding impairment charges) $ 96,828 $ 246,929 $ 11,109 $ 354,866 Accumulated impairment charges (46,884) (143,798) (11,109) (201,791) Balance as of January 1, 2017 49,944 103,131 — 153,075 Acquisitions — 158,845 36,467 195,312 Balance as of December 31, 2017 49,944 261,976 36,467 348,387 Acquisitions 376 46,821 3,579 50,776 Impairment charge — — (40,046) (40,046) Balance as of December 31, 2018 $ 50,320 $ 308,797 $ — $ 359,117 |
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): December 31, 2018 Cost or Accumulated Fair Value Amortization Net Consumer Services and Plans: Membership and customer lists $ 9,140 $ (7,174) $ 1,966 Retail: Customer lists and domain names 3,415 (1,559) 1,856 Trademarks and trade names 29,304 (2,853) 26,451 Websites 6,074 (1,063) 5,011 $ 47,933 $ (12,649) $ 35,284 December 31, 2017 Cost or Accumulated Fair Value Amortization Net Consumer Services and Plans: Membership and customer lists $ 8,375 $ (6,431) $ 1,944 Retail: Customer lists and domain names 3,914 (1,048) 2,866 Trademarks and trade names 28,987 (901) 28,086 Websites 6,073 (262) 5,811 $ 47,349 $ (8,642) $ 38,707 |
Schedule of amortization of finite lived intangibles assets | The aggregate future five‑year amortization of finite‑lived intangibles at December 31, 2018, was as follows (in thousands): 2019 $ 4,509 2020 3,640 2021 3,218 2022 3,023 2023 2,489 Thereafter 18,405 $ 35,284 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities | |
Schedule Of Accrued liabilities | Accrued liabilities consisted of the following at December 31, (in thousands): 2018 2017 Compensation and benefits $ 34,745 $ Other accruals 89,874 $ 124,619 $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Long-Term Debt. | |
Long-Term debt | The following reflects outstanding long‑term debt as of December 31 (in thousands): December 31, December 31, 2018 2017 Term Loan Facility (1) $ 1,156,345 $ 916,902 Real Estate Facility (2) 9,520 — Subtotal 1,165,865 916,902 Less: current portion (12,977) (9,465) Total $ 1,152,888 $ 907,437 (1) Net of $5.4 million and $6.0 million original issue discount at December 31, 2018 and 2017, respectively, and $13.4 million and $14.2 million of finance costs at December 31, 2018 and 2017, respectively. (2) Net of $0.2 million of finance costs at December 31, 2018. |
Schedule of Aggregate Maturities of Long-term Debt | The aggregate future maturities of long‑term debt at December 31, 2018, were as follows (in thousands): 2019 $ 12,977 2020 12,917 2021 12,483 2022 12,483 2023 1,133,977 Total $ 1,184,837 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Capital Lease Obligations. | |
Schedule of leases in property and equipment | The capital leases are scheduled to be repaid in 2019. The Company has included these leases in property and equipment, net at December 31, as follows (in thousands): 2018 2017 Furniture and equipment $ 5,741 $ Accumulated depreciation (4,917) (4,379) $ 824 $ 1,362 |
Right to Use Liability (Tables)
Right to Use Liability (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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): December 31, December 31, 2018 2017 Right to use assets $ 5,400 $ 10,673 Accumulated depreciation (540) (926) $ 4,860 $ 9,747 |
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): 2019 $ 486 2020 486 2021 486 2022 486 2023 486 Thereafter (1) 7,889 Total minimum lease payments 10,319 Amounts representing interest (5,172) Present value of net minimum right to use liability payments $ 5,147 (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, 2018 | |
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): 2018 2017 2016 Current: Federal $ 13,828 $ 19,496 $ 845 State 5,598 4,448 1,297 Deferred: Federal 11,970 97,792 3,571 State (606) 33,174 87 Income tax expense $ 30,790 $ 154,910 $ 5,800 |
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): 2018 2017 2016 Income taxes computed at federal statutory rate (1) $ 20,238 $ 134,961 $ State income taxes – net of federal benefit (1) 4,313 13,570 Other differences: Federal alternative minimum tax and state and local taxes on pass-through entities 1,076 1,072 1,013 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) (41,367) (84,747) (75,774) Increase in valuation allowance 43,175 11,194 Impact of 2017 Tax Act (3) — 78,222 — Impact of other state tax rate changes (2,020) — — Goodwill impairment 6,158 — — Other (783) 638 — Income tax expense $ 30,790 $ $ (1) Federal and state tax for 2018 and 2017 include the tax effect of $0.3 million of income tax expense and $38.8 million of income tax benefit, respectively, 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 $0.3 million of income tax expense and $38.8 million of income tax benefit for 2018 and 2017, respectively, 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): 2018 2017 Deferred tax liabilities Accelerated depreciation $ (6,468) $ (5,147) Prepaid expenses (1,238) (302) Intangible assets (3,474) (3,501) Other — (305) (11,180) (9,255) Deferred tax assets Investment impairment 21,974 21,647 Inventory related 6,479 170 Gift cards 1,478 744 Deferred revenues 322 304 Accrual for employee benefits and severance 1,401 1,221 Stock option expense 440 218 Investment in partnership 208,749 208,559 Tax Receivable Agreement liability 34,184 35,319 AMT credit — 609 Net operating loss carryforward 51,654 17,518 Claims reserves 126 440 Intangible assets 547 113 Goodwill 3,836 996 Deferred book gain 770 851 Other reserves 6,146 5,697 338,106 294,406 Valuation allowance (180,983) (132,468) Net deferred tax assets $ 145,943 $ 152,683 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurements | |
Summary of aggregate carrying value and fair value of fixed rate debt | Fair Value 12/31/2018 12/31/2017 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,156,345 $ 1,116,338 $ 916,902 $ 953,269 Floor Plan Facility Revolving Line of Credit Level 2 38,739 40,139 — — Real Estate Facility Level 2 9,520 10,850 — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018, were as follows (in thousands): Third Party Related Party Total 2019 $ 116,131 $ 2,248 $ 118,379 2020 111,008 2,248 113,256 2021 106,740 2,248 108,988 2022 102,496 2,145 104,641 2023 99,594 1,930 101,524 Thereafter 811,228 18,951 830,179 Total $ 1,347,197 $ 29,770 $ 1,376,967 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Assets Or Stock Of Multiple Dealership Locations Acquired | |
Acquisitions | |
Summary of the purchase price allocations | Year Ended December 31, Estimated ($ in thousands) 2018 2017 Life Tangible assets (liabilities) acquired (assumed): Cash and cash equivalents $ 2,648 $ — Contracts in transit 104 — Accounts receivable, net 100 1,250 Inventory, net 43,067 121,808 Prepaid expenses and other assets 124 — Property and equipment, net 532 1,450 Deferred tax asset, net 48 — Other assets — 164 Accounts payable (64) (569) Accrued liabilities (1,096) (2,480) Deferred revenues and gains (168) — Total tangible net assets acquired 45,295 121,623 Intangible assets acquired: Membership and customer lists 766 793 4-7 years Total intangible assets acquired 766 793 Goodwill 47,197 158,815 Purchase price 93,258 281,231 Cash and cash equivalents acquired (2,648) — Cash paid for acquisition, net of cash acquired 90,610 281,231 Inventory purchases financed via floor plan (34,313) (99,451) Cash payment net of floor plan financing $ 56,297 $ 181,780 |
Acquisitions Excluding Dealership Locations | |
Acquisitions | |
Summary of the purchase price allocations | Year Ended December 31, Estimated ($ in thousands) 2018 2017 Life Tangible assets (liabilities) acquired (assumed): Cash and cash equivalents $ — $ 591 Accounts receivable — 174 Inventory 4,599 50,171 Prepaid expenses and other assets 77 1,262 Property and equipment 416 10,311 Accounts payable — (9,965) Accrued and other liabilities (359) (2,438) Other liabilities — (4,098) Total tangible net assets acquired 4,733 46,008 Intangible assets acquired: Trademarks and trade names 318 28,987 15 years Membership and customer lists — 500 6 years Websites — 6,074 10 years Total intangible assets acquired 318 35,561 Goodwill 3,579 36,467 Purchase price 8,630 118,036 Cash and cash equivalents acquired — (591) Non-cash consideration - Class A shares issued — (5,720) Cash paid for acquisition, net of cash acquired $ 8,630 $ 111,725 |
Statements of Cash Flows (Table
Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 Cash paid during the period for: Interest $ 94,591 $ 65,202 $ 61,889 Income taxes 17,683 35,432 1,622 Non-cash investing activities: Derecognized property and equipment for leases that qualified as operating leases after completion of construction (4,628) — (19,958) Property and equipment acquired through third-party capital lease arrangements — — 2,007 Leasehold improvements paid by lessor 27,022 4,908 — Vehicles transferred to property and equipment from inventory 919 1,555 530 Portion of acquisition purchase price paid through issuance of Class A common stock — 5,720 — Derecognition of non-tenant improvements 8,134 — — Capital expenditures in accounts payable and accrued liabilities 8,441 6,721 2,803 Non-cash financing activities: Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction — — (20,056) 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) Par value of Class A common stock issued in exchange for common units in CWGS, LLC 3 130 — Par value of Class A common stock issued for vested restricted stock units 3 — — Par value of Class A common stock repurchased for withholding taxes on vested RSUs (1) — — Par value of Class A common stock issued for acquisition — 1 — |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Non-Controlling Interests | |
Schedule of effects of change in ownership | Year Ended December 31, ($ in thousands) 2018 2017 2016 Net income attributable to Camping World Holdings, Inc. $ 10,398 $ 29,853 $ 188,885 Transfers to non-controlling interests: Decrease in additional paid-in capital as a result of the Reorganization Transactions — — (23,504) 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 (86) (970) — Increase in additional paid-in capital as a result of the vesting of restricted stock units 881 257 — Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs (1,364) Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 4,536 177,747 — Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 14,365 $ 116,006 $ (69,105) |
Equity-based Compensation Pla_2
Equity-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity-based Compensation Plans | |
Schedule of equity-based compensation expense classified with the consolidated statements of operations | Year Ended December 31, ($ in thousands) 2018 2017 2016 Equity-based compensation expense: Costs applicable to revenue $ 820 $ 386 $ 90 Selling, general, and administrative 13,268 4,723 1,507 Total equity-based compensation expense $ 14,088 $ 5,109 $ 1,597 Total income tax benefit recognized related to equity-based compensation $ 1,350 $ 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, 2017 953 $ 21.86 Exercised (7) $ 22.00 Forfeited (61) $ 22.00 Outstanding at December 31, 2018 885 $ 21.85 $ — 7.7 Options exercisable at December 31, 2018 409 $ 21.86 $ — 7.6 |
Summary of restricted stock unit activity | Restricted Weighted Average Stock Units Grant Date (in thousands) Fair Value Outstanding at December 31, 2017 1,247 $ 37.65 Granted 725 $ 25.73 Vested (298) $ 36.15 Forfeited (248) $ 34.70 Outstanding at December 31, 2018 1,426 $ 32.42 |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 2016 Numerator: Net income $ 65,581 $ 230,692 $ 11,113 Less: net income attributable to non-controlling interests (55,183) (200,839) (9,591) Net income attributable to Camping World Holdings, Inc. — basic 10,398 29,853 1,522 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 14,240 — 3,942 Net income attributable to Camping World Holdings, Inc. — diluted $ 24,638 $ 29,853 $ 5,464 Denominator: Weighted-average shares of Class A common stock outstanding — basic 36,985 26,622 18,766 Dilutive options to purchase Class A common stock 78 — — Dilutive restricted stock units 83 — — Dilutive common units of CWGS, LLC that are convertible into Class A common stock 51,732 — 64,836 Weighted-average shares of Class A common stock outstanding — diluted 88,878 26,622 83,602 Earnings per share of Class A common stock — basic $ 0.28 $ 1.12 $ 0.08 Earnings per share of Class A common stock — diluted $ 0.28 $ 1.12 $ 0.07 Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: Stock options to purchase Class A common stock 681 1,063 1,099 Restricted stock units 1,037 393 133 Common units of CWGS, LLC that are convertible into Class A common stock — 59,995 — |
Segments Information (Tables)
Segments Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segments Information | |
Reportable segment revenue | Year Ended December 31, 2018 Consumer Services Intersegment ($ in thousands) and Plans Dealership Retail Eliminations Total Revenue: Consumer services and plans $ 216,033 $ — $ — $ (1,981) $ 214,052 New vehicles — 2,520,015 — (7,161) 2,512,854 Used vehicles — 734,938 — (2,921) 732,017 Dealership parts, services and other — 279,438 — — 279,438 Finance and insurance, net — 394,214 — (10,503) 383,711 Retail — — 791,970 (122,025) 669,945 Total consolidated revenue $ 216,033 $ 3,928,605 $ 791,970 $ (144,591) $ 4,792,017 Year Ended December 31, 2017 Consumer Services Dealership Intersegment ($ in thousands) and Plans (1) (1) (2) Retail (1)(2) Eliminations Total Revenue: Consumer services and plans $ 197,100 $ — $ — $ (1,486) $ 195,614 New vehicles — 2,442,157 — (6,229) 2,435,928 Used vehicles — 671,885 — (3,025) 668,860 Dealership parts, services and other — 246,898 — — 246,898 Finance and insurance, net — 333,988 — (7,379) 326,609 Retail — — 517,200 (111,279) 405,921 Total consolidated revenue $ 197,100 $ 3,694,928 $ 517,200 $ (129,398) $ 4,279,830 Year Ended December 31, 2016 Consumer Services Dealership Intersegment ($ in thousands) and Plans (1) (1) (2) Retail (1)(2 ) Eliminations Total Revenue: Consumer services and plans $ 186,868 $ — $ — $ (2,095) $ 184,773 New vehicles — 1,866,182 — (3,987) 1,862,195 Used vehicles — 705,893 — (2,567) 703,326 Dealership parts, services and other — 220,422 — — 220,422 Finance and insurance, net — 231,861 — (5,867) 225,994 Retail — — 429,816 (110,219) 319,597 Total consolidated revenue $ 186,868 $ 3,024,358 $ 429,816 $ (124,735) $ 3,516,307 (1) The Company has adjusted certain prior period amounts for the immaterial correction of errors. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. (2) The Company has adjusted certain prior period amounts for the immaterial correction of errors. For the years ended December 31, 2017 and 2016, segment revenue for the Company’s Retail segment, which was previously presented with combined Dealership and Retail segments, was originally reported as $4.1 billion and $3.3 billion, respectively. After correction of the errors totaling $5.4 million and $2.7 million for the years ended December 31, 2017 and 2016, segment revenue for the Company’s combined Dealership and Retail segments remained at $4.1 billion and $3.3 billion, respectively. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. |
Reportable segment income | Year Ended December 31, ($ in thousands) 2018 2017 2016 Segment income: (1) Consumer services and plans $ 110,517 $ 98,371 $ 89,046 Dealership (2) 265,824 290,607 198,840 Retail (2) (157,118) (23,408) 55 Total segment income 219,223 365,570 287,941 Corporate & other (6,821) (5,373) (4,382) Depreciation and amortization (49,322) (31,545) (24,695) Other interest expense, net (63,329) (42,959) (48,318) Tax Receivable Agreement liability adjustment (1,324) 100,758 — Loss and expense on debt restructure (2,056) (849) (6,270) Income before income taxes $ 96,371 $ 385,602 $ 204,276 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. The Company has recast certain prior period amounts to conform to the three segments presented in 2018. (2) The Company has adjusted certain prior period amounts for the immaterial correction of errors. For the years ended December 31, 2017 and 2016, segment income for the Company’s Retail segment, which was previously presented with combined Dealership and Retail segments, was originally reported as $272.6 million and $201.6 million, respectively. After correction of the errors totaling $5.4 million and $2.7 million for the years ended December 31, 2017 and 2016, segment income for the Company’s combined Dealership and Retail segments was $267.2 million and $198.9 million, respectively. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. |
Reportable depreciation and amortization and other interest expense, net | Year Ended December 31, ($ in thousands) 2018 2017 2016 Depreciation and amortization: Consumer services and plans $ 3,435 $ 3,688 $ 3,780 Dealership 17,124 13,792 11,679 Retail 28,175 14,065 9,236 Subtotal 48,734 31,545 24,695 Corporate & other 588 — — Total depreciation and amortization $ 49,322 $ 31,545 $ 24,695 Years ended December 31, ($ in thousands) 2018 2017 2016 Other interest expense, net: Consumer services and plans $ 4 $ (2) $ 19 Dealership 4,858 3,775 3,562 Retail 3,215 2,108 1,833 Subtotal 8,077 5,881 5,414 Corporate & other 55,252 37,078 42,904 Total interest expense $ 63,329 $ 42,959 $ 48,318 |
Reportable segment assets | As of December 31, ($ in thousands) 2018 2017 2016 Assets: Consumer services and plans $ 174,623 $ $ Dealership 1,736,525 Retail 702,383 Subtotal 2,613,531 2,259,069 1,381,645 Corporate & other 193,156 Total assets $ 2,806,687 $ $ (1) The Company has adjusted certain prior period amounts for the immaterial correction of errors. Retail segment assets increased $0.2 million and $0.2 million as of December 31, 2017 and 2016, respectively, and Corporate & other assets increased $5.3 million and $0 million as of December 31, 2017 and 2016, respectively. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. Year Ended December 31, ($ in thousands) 2018 2017 2016 Capital expenditures: Consumer Services and Plans $ 2,741 $ 3,358 $ Dealership 91,961 43,588 Retail 159,657 33,825 Total capital expenditures $ 254,359 $ $ |
Schedule of the effect of the error corrections on the statements of reportable segment revenue and segment income | Year Ended December 31, 2017 Year Ended December 31, 2016 ($ in thousands except per share amounts) As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue: Dealership segment $ 3,700,353 $ (5,425) $ 3,694,928 $ 3,027,048 $ (2,690) $ 3,024,358 Total consolidated revenue 4,285,255 (5,425) 4,279,830 3,518,997 (2,690) 3,516,307 Segment income: Dealership 296,032 (5,425) 290,607 201,530 (2,690) 198,840 Total segment income 370,995 (5,425) 365,570 290,631 (2,690) 287,941 Income from operations before income taxes 389,956 (4,354) 385,602 206,966 (2,690) 204,276 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2018 2018 2018 2017 2017 2017 2017 Revenue (1) $ 982,393 $ 1,309,486 $ 1,441,477 $ 1,058,661 $ 887,986 $ 1,233,933 $ 1,277,337 $ 880,574 Income from operations (1) (43,023) 80,663 117,704 45,671 43,285 108,995 134,832 68,843 Net income (loss) (1) (71,254) 46,155 77,132 13,548 (3,911) 82,323 103,606 48,674 Net income (loss) attributable to Camping World Holdings, Inc. (1) (30,328) 14,123 24,782 1,821 (15,830) 19,246 19,064 7,373 Earnings (loss) per share of Class A common stock (1): Basic $ (0.82) $ 0.38 $ 0.67 $ 0.05 $ (0.45) $ 0.65 $ 0.83 $ 0.39 Diluted $ (0.83) $ 0.38 $ 0.67 $ 0.05 $ (0.45) $ 0.65 $ 0.83 $ 0.37 (1) The Company has adjusted certain prior period amounts for the correction of an error. See reconciliation below and Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. Three Months Ended September 30, June 30, March 31, December 31, September 30, June 30, March 31, ($ in thousands) 2018 2018 2018 2017 2017 2017 2017 Revenue - Retail - as originally reported (1) $ 184,543 $ 176,003 $ 100,091 $ 51,096 $ 46,169 $ 48,103 $ 50,246 Revenue - Retail - adjustment (1) — (112) 112 — — — — Revenue - Retail- as corrected (1) 184,543 175,891 100,203 51,096 46,169 48,103 50,246 Revenue - Dealership service, parts and other - as originally reported (1) 71,607 74,200 64,217 61,312 66,847 65,554 53,185 Revenue - Dealership service, parts and other - adjustment (1) — 268 (268) — — — — Revenue - Dealership service, parts and other - as corrected (1) 71,607 74,468 63,949 61,312 66,847 65,554 53,185 Revenue - finance and insurance, net - as originally reported (1) 109,459 124,060 91,849 64,827 100,858 100,306 66,043 Revenue - Finance and insurance, net - adjustment (1) (3,241) (3,855) (2,749) (1,006) (1,669) (1,689) (1,061) Revenue - Finance and insurance, net - as corrected (1) 106,218 120,205 89,100 63,821 99,189 98,617 64,982 Total Revenue - as originally reported (1) 1,312,727 1,445,176 1,061,566 888,992 1,235,602 1,279,026 881,635 Total Revenue - adjustment (1) (3,241) (3,699) (2,905) (1,006) (1,669) (1,689) (1,061) Total Revenue - as corrected (1) 1,309,486 1,441,477 1,058,661 887,986 1,233,933 1,277,337 880,574 Costs applicable to revenue: Consumer services and plans - as originally reported (1) 21,499 20,832 22,725 20,030 20,085 20,560 21,147 Costs applicable to revenue: Consumer services and plans - adjustment (1) — (64) 64 — — — — Costs applicable to revenue: Consumer services and plans - as corrected (1) 21,499 20,768 22,789 20,030 20,085 20,560 21,147 Costs applicable to revenue: Dealership service, parts and other - as originally reported (1) 36,503 36,102 31,766 32,614 34,923 33,920 27,394 Costs applicable to revenue: Dealership service, parts and other - adjustment (1) — 131 (131) — — — — Costs applicable to revenue: Dealership service, parts and other - as corrected (1) 36,503 36,233 31,635 32,614 34,923 33,920 27,394 Costs applicable to revenue: Retail - as originally reported (1) 116,664 111,878 64,122 66,782 73,907 61,031 34,201 Costs applicable to revenue: Retail - adjustment (1) — (45) 45 — — — — Costs applicable to revenue: Retail - as corrected (1) 116,664 111,833 64,167 66,782 73,907 61,031 34,201 Total costs applicable to revenue - as originally reported (1) 936,472 1,029,012 756,790 622,377 880,387 906,446 629,706 Total costs applicable to revenue - adjustment (1) — 22 (22) — — — — Total costs applicable to revenue - as corrected (1) 936,472 1,029,034 756,768 622,377 880,387 906,446 629,706 Selling, general and administrative expenses - as originally reported (1) 278,329 284,295 245,114 213,052 236,174 228,444 175,490 Selling, general and administrative expenses - adjustment (1) — (1,199) 1,199 — — — — Selling, general and administrative expenses - as corrected (1) 278,329 283,096 246,313 213,052 236,174 228,444 175,490 Income from operations - as originally reported (1) 83,904 120,226 49,753 44,291 110,664 136,521 69,904 Income from operations - adjustment (1) (3,241) (2,522) (4,082) (1,006) (1,669) (1,689) (1,061) Income from operations - as corrected (1) 80,663 117,704 45,671 43,285 108,995 134,832 68,843 Tax Receivable Agreement liability adjustment - as originally reported (1) — — — 99,766 (96) — 17 Tax Receivable Agreement liability adjustment - adjustment (1) — — — 1,071 — — — Tax Receivable Agreement liability adjustment - as corrected (1) — — — 100,837 (96) — 17 Other income (expense), net - as originally reported (1) 1 (1) — — — — — Other income (expense), net - adjustment (1) (1) 1 — — 1 (1) — Other income (expense), net - as corrected (1) — — — — 1 (1) — Income before taxes - as originally reported (1) 59,295 93,917 24,495 123,222 92,142 119,377 55,215 Income before taxes - adjustment (1) (3,240) (2,523) (4,082) 65 (1,668) (1,690) (1,061) Income before taxes - as corrected (1) 56,055 91,394 20,413 123,287 90,474 117,687 54,154 Income tax (expense) benefit - as originally reported (1) (11,385) (12,102) (7,219) (128,716) (8,390) (14,284) (5,592) Income tax (expense) benefit - adjustment (1) 1,485 (2,160) 354 1,518 239 203 112 Income tax (expense) benefit - as corrected (1) (9,900) (14,262) (6,865) (127,198) (8,151) (14,081) (5,480) Net income - as originally reported (1) 47,910 81,815 17,276 (5,494) 83,752 105,093 49,623 Net income - adjustment (1) (1,755) (4,683) (3,728) 1,583 (1,429) (1,487) (949) Net income - as corrected (1) 46,155 77,132 13,548 (3,911) 82,323 103,606 48,674 Income attributable to non-controlling interests - as originally reported (1) (33,893) (53,784) (14,095) (12,599) (64,163) (85,749) (42,101) Income attributable to non-controlling interests - adjustment (1) 1,861 1,434 2,368 680 1,086 1,207 800 Income attributable to non-controlling interests - as corrected (1) (32,032) (52,350) (11,727) (11,919) (63,077) (84,542) (41,301) Net income attributable to Camping World Holdings, Inc. - as originally reported (1) 14,017 28,031 3,181 (18,093) 19,589 19,344 7,522 Net income attributable to Camping World Holdings, Inc. - adjustment (1) 106 (3,249) (1,360) 2,263 (343) (280) (149) Net income attributable to Camping World Holdings, Inc. - as corrected (1) 14,123 24,782 1,821 (15,830) 19,246 19,064 7,373 Earnings per share of Class A common stock - basic - as originally reported (1) $ 0.38 $ 0.76 $ 0.09 $ (0.52) $ 0.66 $ 0.84 $ 0.40 Earnings per share of Class A common stock - basic - adjustment (1) - (0.09) (0.04) 0.07 (0.01) (0.01) (0.01) Earnings per share of Class A common stock - basic - as corrected (1) 0.38 0.67 0.05 (0.45) 0.65 0.83 0.39 Earnings per share of Class A common stock - diluted - as originally reported (1) $ 0.38 $ 0.72 $ 0.08 $ (0.52) $ 0.66 $ 0.84 $ 0.38 Earnings per share of Class A common stock - diluted- adjustment (1) - (0.05) (0.03) 0.07 (0.01) (0.01) (0.01) Earnings per share of Class A common stock - diluted - as corrected (1) 0.38 0.67 0.05 (0.45) 0.65 0.83 0.37 (1) The Company has adjusted certain prior period amounts for the correction of an error. See Note 1 — Summary of Significant Accounting Policies — Revisions for Correction of Immaterial Errors. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Description of Business (Details) $ in Thousands | Oct. 06, 2016 | Dec. 31, 2018USD ($)segmentlocation | Dec. 31, 2017USD ($)segmentlocation | Dec. 31, 2016USD ($)location |
Segments Information | ||||
Number of locations | location | 227 | 153 | 122 | |
Number of reportable segments | segment | 3 | 2 | ||
Cash flow statements | ||||
Net cash provided by operating activities | $ | $ 136,292 | $ (16,315) | $ 215,775 | |
Net cash used in investing activities | $ | $ (292,689) | (468,455) | (115,787) | |
Adjustment | ||||
Cash flow statements | ||||
Net cash provided by operating activities | $ | (7,221) | 84 | ||
Net cash used in investing activities | $ | $ 7,221 | $ (84) | ||
Co-habited Dealership and Retail locations | ||||
Segments Information | ||||
Number of locations | location | 126 | 116 | 104 | |
Stand-alone Dealership locations | ||||
Segments Information | ||||
Number of locations | location | 15 | 8 | 1 | |
Stand-alone Retail locations | ||||
Segments Information | ||||
Number of locations | location | 86 | 29 | 17 | |
CWH | CWGS, LLC | ||||
Segments Information | ||||
Ownership interest | 22.60% | 41.90% | 41.50% | 22.60% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reclassifications and Revisions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | Dec. 31, 2015 | ||||
Restatement | ||||||||||||||||
Decrease in deferred tax asset | $ 43,000 | |||||||||||||||
Assets | ||||||||||||||||
Prepaid expenses and other assets | $ 51,710 | $ 41,138 | $ 51,710 | 41,138 | $ 45,646 | |||||||||||
Total current assets | 1,888,162 | 1,807,324 | 1,888,162 | 1,807,324 | ||||||||||||
Deferred tax assets, net | 145,943 | 152,683 | 145,943 | 152,683 | 152,380 | |||||||||||
Total assets | 2,806,687 | 2,567,026 | 2,806,687 | 2,567,026 | $ 1,456,061 | |||||||||||
Liabilities and stockholders' equity | ||||||||||||||||
Current portion of Tax Receivable Agreement liability | 9,446 | 8,906 | 9,446 | 8,906 | ||||||||||||
Other current liabilities | 39,211 | 32,662 | 39,211 | 32,662 | ||||||||||||
Total current liabilities | 1,305,118 | 1,331,134 | 1,305,118 | 1,331,134 | ||||||||||||
Tax Receivable Agreement liability, net of current portion | 124,763 | 130,826 | 124,763 | 130,826 | ||||||||||||
Other long-term liabilities | 79,958 | 51,589 | 79,958 | 51,589 | 47,538 | |||||||||||
Total liabilities | 2,773,770 | 2,495,263 | 2,773,770 | 2,495,263 | ||||||||||||
Additional paid-in capital | 42,520 | 42,520 | ||||||||||||||
Retained earnings | (3,370) | 7,619 | (3,370) | 7,619 | 8,929 | |||||||||||
Total stockholders' equity attributable to Camping World Holdings, Inc. | 44,538 | 50,511 | 44,538 | 50,511 | ||||||||||||
Non-controlling interests | (11,621) | 21,252 | (11,621) | 21,252 | $ 23,728 | |||||||||||
Stockholders'/members' equity (deficit) noncontrolling interest | 32,917 | 71,763 | 32,917 | 71,763 | (161,007) | $ (321,445) | ||||||||||
Total liabilities and stockholders' / members' equity (deficit) | 2,806,687 | 2,567,026 | 2,806,687 | 2,567,026 | ||||||||||||
Members' equity (deficit) | 321,400 | |||||||||||||||
Revenue: | ||||||||||||||||
Revenue | 982,393 | $ 1,309,486 | $ 1,441,477 | $ 1,058,661 | 887,986 | $ 1,233,933 | $ 1,277,337 | $ 880,574 | 4,792,017 | 4,279,830 | 3,516,307 | |||||
Costs applicable to revenue: | ||||||||||||||||
Costs applicable to revenue | 936,472 | 1,029,034 | 756,768 | 622,377 | 880,387 | 906,446 | 629,706 | 3,429,085 | 3,038,916 | 2,522,574 | ||||||
Income from operations | (43,023) | 80,663 | 117,704 | 45,671 | 43,285 | 108,995 | 134,832 | 68,843 | 201,015 | 355,955 | 276,500 | |||||
Tax Receivable Agreement liability adjustment | 100,837 | (96) | 17 | (1,324) | 100,758 | |||||||||||
Income before income taxes | 56,055 | 91,394 | 20,413 | 123,287 | 90,474 | 117,687 | 54,154 | 96,371 | 385,602 | 204,276 | ||||||
Income tax expense | (9,900) | (14,262) | (6,865) | (127,198) | (8,151) | (14,081) | (5,480) | (30,790) | (154,910) | (5,800) | ||||||
Net income | (71,254) | 46,155 | 77,132 | 13,548 | (3,911) | 82,323 | 103,606 | 48,674 | 65,581 | 230,692 | 198,476 | |||||
Net income attributable to non-controlling interests | (32,032) | (52,350) | (11,727) | (11,919) | (63,077) | (84,542) | (41,301) | (55,183) | (200,839) | (9,591) | ||||||
Net income attributable to Camping World Holdings, Inc. | (30,328) | 14,123 | 24,782 | 1,821 | (15,830) | 19,246 | 19,064 | 7,373 | 10,398 | $ 29,853 | $ 188,885 | |||||
Earnings per share of Class A common stock: | ||||||||||||||||
Basic | $ 1.12 | $ 0.08 | ||||||||||||||
Diluted | $ 1.12 | $ 0.07 | ||||||||||||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] | ||||||||||||||||
Net income | (71,254) | $ 46,155 | $ 77,132 | $ 13,548 | (3,911) | 82,323 | $ 103,606 | 48,674 | 65,581 | $ 230,692 | $ 198,476 | |||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||||||
Deferred income taxes | 11,364 | 130,966 | 3,658 | |||||||||||||
Tax Receivable Agreement liability adjustment | (100,837) | $ 96 | $ (17) | 1,324 | (100,758) | |||||||||||
Prepaid expenses and other assets | (8,290) | (20,244) | (4,625) | |||||||||||||
Accounts payable and other accrued expenses | 45,230 | 52,155 | 13,915 | |||||||||||||
Other, net | 13,767 | 9,315 | 8,855 | |||||||||||||
Net cash provided by (used in) operating activities | 136,292 | (16,315) | 215,775 | |||||||||||||
Cash flows from investing activities: | ||||||||||||||||
Purchases of property and equipment | (133,557) | (59,559) | (39,866) | |||||||||||||
Net cash used in investing activities | (292,689) | (468,455) | (115,787) | |||||||||||||
Class A common stock | ||||||||||||||||
Liabilities and stockholders' equity | ||||||||||||||||
Stockholders'/members' equity (deficit) noncontrolling interest | $ 372 | $ 367 | 372 | 367 | 189 | |||||||||||
Costs applicable to revenue: | ||||||||||||||||
Net income | 65,581 | 230,692 | 11,113 | |||||||||||||
Net income attributable to non-controlling interests | $ (55,183) | $ (200,839) | $ (9,591) | |||||||||||||
Earnings per share of Class A common stock: | ||||||||||||||||
Basic | $ (0.82) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.39 | $ 0.28 | [1] | $ 1.12 | [1] | $ 0.08 | [1] | ||
Diluted | $ (0.83) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.37 | $ 0.28 | [1] | $ 1.12 | [1] | $ 0.07 | [1] | ||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] | ||||||||||||||||
Net income | $ 65,581 | $ 230,692 | $ 11,113 | |||||||||||||
New vehicles | ||||||||||||||||
Revenue: | ||||||||||||||||
Revenue | 2,512,854 | 2,435,928 | 1,862,195 | |||||||||||||
Used vehicles | ||||||||||||||||
Revenue: | ||||||||||||||||
Revenue | 732,017 | 668,860 | 703,326 | |||||||||||||
Finance and insurance, net | ||||||||||||||||
Revenue: | ||||||||||||||||
Revenue | $ 106,218 | $ 120,205 | $ 89,100 | $ 63,821 | $ 99,189 | $ 98,617 | $ 64,982 | 383,711 | 326,609 | 225,994 | ||||||
Operating Segments | ||||||||||||||||
Assets | ||||||||||||||||
Total assets | $ 2,613,531 | 2,259,069 | 2,613,531 | 2,259,069 | 1,381,645 | |||||||||||
Costs applicable to revenue: | ||||||||||||||||
Income from operations | 219,223 | 365,570 | 287,941 | |||||||||||||
Income before income taxes | 365,570 | 287,941 | ||||||||||||||
Retail | ||||||||||||||||
Revenue: | ||||||||||||||||
Revenue | 669,945 | 405,921 | 319,597 | |||||||||||||
Costs applicable to revenue: | ||||||||||||||||
Costs applicable to revenue | 445,187 | 235,921 | 176,673 | |||||||||||||
Retail | Operating Segments | ||||||||||||||||
Assets | ||||||||||||||||
Total assets | $ 702,383 | 360,546 | 702,383 | 360,546 | 147,318 | |||||||||||
Revenue: | ||||||||||||||||
Revenue | 791,970 | 517,200 | 429,816 | |||||||||||||
Costs applicable to revenue: | ||||||||||||||||
Income from operations | $ (157,118) | (23,408) | 55 | |||||||||||||
As Reported | ||||||||||||||||
Assets | ||||||||||||||||
Prepaid expenses and other assets | 32,721 | 32,721 | ||||||||||||||
Total current assets | 1,798,907 | 1,798,907 | ||||||||||||||
Deferred tax assets, net | 155,551 | 155,551 | ||||||||||||||
Total assets | 2,561,477 | 2,561,477 | ||||||||||||||
Liabilities and stockholders' equity | ||||||||||||||||
Current portion of Tax Receivable Agreement liability | 8,093 | 8,093 | ||||||||||||||
Other current liabilities | 22,510 | 22,510 | ||||||||||||||
Total current liabilities | 1,320,169 | 1,320,169 | ||||||||||||||
Tax Receivable Agreement liability, net of current portion | 129,596 | 129,596 | ||||||||||||||
Other long-term liabilities | 39,161 | 39,161 | ||||||||||||||
Total liabilities | 2,470,640 | 2,470,640 | ||||||||||||||
Additional paid-in capital | 49,941 | 49,941 | ||||||||||||||
Retained earnings | 6,192 | 6,192 | ||||||||||||||
Total stockholders' equity attributable to Camping World Holdings, Inc. | 56,505 | 56,505 | ||||||||||||||
Non-controlling interests | 34,332 | 34,332 | ||||||||||||||
Stockholders'/members' equity (deficit) noncontrolling interest | 90,837 | 90,837 | ||||||||||||||
Total liabilities and stockholders' / members' equity (deficit) | 2,561,477 | 2,561,477 | ||||||||||||||
Members' equity (deficit) | (307,200) | |||||||||||||||
Revenue: | ||||||||||||||||
Revenue | 1,312,727 | 1,445,176 | 1,061,566 | 888,992 | 1,235,602 | 1,279,026 | 881,635 | 4,285,255 | 3,518,997 | |||||||
Costs applicable to revenue: | ||||||||||||||||
Costs applicable to revenue | 936,472 | 1,029,012 | 756,790 | 622,377 | 880,387 | 906,446 | 629,706 | |||||||||
Income from operations | 83,904 | 120,226 | 49,753 | 44,291 | 110,664 | 136,521 | 69,904 | 361,380 | 279,190 | |||||||
Tax Receivable Agreement liability adjustment | 99,766 | (96) | 17 | 99,687 | ||||||||||||
Income before income taxes | 59,295 | 93,917 | 24,495 | 123,222 | 92,142 | 119,377 | 55,215 | 389,956 | 206,966 | |||||||
Income tax expense | (11,385) | (12,102) | (7,219) | (128,716) | (8,390) | (14,284) | (5,592) | (156,982) | (5,907) | |||||||
Net income | 47,910 | 81,815 | 17,276 | (5,494) | 83,752 | 105,093 | 49,623 | 232,974 | 201,059 | |||||||
Net income attributable to non-controlling interests | (33,893) | (53,784) | (14,095) | (12,599) | (64,163) | (85,749) | (42,101) | (204,612) | (9,942) | |||||||
Net income attributable to Camping World Holdings, Inc. | 14,017 | 28,031 | 3,181 | (18,093) | 19,589 | 19,344 | 7,522 | $ 28,362 | $ 191,117 | |||||||
Earnings per share of Class A common stock: | ||||||||||||||||
Basic | $ 1.07 | $ 0.08 | ||||||||||||||
Diluted | $ 1.07 | $ 0.07 | ||||||||||||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] | ||||||||||||||||
Net income | $ 47,910 | $ 81,815 | $ 17,276 | (5,494) | 83,752 | $ 105,093 | 49,623 | $ 232,974 | $ 201,059 | |||||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||||||
Deferred income taxes | 124,622 | 3,765 | ||||||||||||||
Tax Receivable Agreement liability adjustment | $ (99,766) | $ 96 | $ (17) | (99,687) | ||||||||||||
Prepaid expenses and other assets | (11,827) | (4,625) | ||||||||||||||
Accounts payable and other accrued expenses | 53,646 | 12,310 | ||||||||||||||
Other, net | 9,619 | 7,686 | ||||||||||||||
Net cash provided by (used in) operating activities | (9,094) | 215,691 | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||
Purchases of property and equipment | (66,780) | (39,782) | ||||||||||||||
Net cash used in investing activities | (475,676) | (115,703) | ||||||||||||||
As Reported | Class A common stock | ||||||||||||||||
Earnings per share of Class A common stock: | ||||||||||||||||
Basic | $ 0.38 | $ 0.76 | $ 0.09 | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.40 | |||||||||
Diluted | $ 0.38 | $ 0.72 | $ 0.08 | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.38 | |||||||||
As Reported | Finance and insurance, net | ||||||||||||||||
Revenue: | ||||||||||||||||
Revenue | $ 109,459 | $ 124,060 | $ 91,849 | $ 64,827 | $ 100,858 | $ 100,306 | $ 66,043 | 332,034 | 228,684 | |||||||
As Reported | Operating Segments | ||||||||||||||||
Costs applicable to revenue: | ||||||||||||||||
Income before income taxes | 370,995 | 290,631 | ||||||||||||||
Adjustment | ||||||||||||||||
Assets | ||||||||||||||||
Prepaid expenses and other assets | 8,417 | 8,417 | ||||||||||||||
Total current assets | 8,417 | 8,417 | ||||||||||||||
Deferred tax assets, net | (2,868) | (2,868) | ||||||||||||||
Total assets | 5,549 | 5,549 | ||||||||||||||
Liabilities and stockholders' equity | ||||||||||||||||
Current portion of Tax Receivable Agreement liability | 813 | 813 | ||||||||||||||
Other current liabilities | 10,152 | 10,152 | ||||||||||||||
Total current liabilities | 10,965 | 10,965 | ||||||||||||||
Tax Receivable Agreement liability, net of current portion | 1,230 | 1,230 | ||||||||||||||
Other long-term liabilities | 12,428 | 12,428 | ||||||||||||||
Total liabilities | 24,623 | 24,623 | ||||||||||||||
Additional paid-in capital | (7,421) | (7,421) | ||||||||||||||
Retained earnings | 1,427 | 1,427 | ||||||||||||||
Total stockholders' equity attributable to Camping World Holdings, Inc. | (5,994) | (5,994) | ||||||||||||||
Non-controlling interests | (13,080) | (13,080) | ||||||||||||||
Stockholders'/members' equity (deficit) noncontrolling interest | (19,074) | (19,074) | ||||||||||||||
Total liabilities and stockholders' / members' equity (deficit) | 5,549 | 5,549 | ||||||||||||||
Members' equity (deficit) | $ (14,200) | |||||||||||||||
Revenue: | ||||||||||||||||
Revenue | (3,241) | (3,699) | (2,905) | (1,006) | (1,669) | (1,689) | (1,061) | (5,425) | (2,690) | |||||||
Costs applicable to revenue: | ||||||||||||||||
Costs applicable to revenue | 22 | (22) | ||||||||||||||
Income from operations | (3,241) | (2,522) | (4,082) | (1,006) | (1,669) | (1,689) | (1,061) | (5,425) | (2,690) | |||||||
Tax Receivable Agreement liability adjustment | 1,071 | 1,071 | ||||||||||||||
Income before income taxes | (3,240) | (2,523) | (4,082) | 65 | (1,668) | (1,690) | (1,061) | (4,354) | (2,690) | |||||||
Income tax expense | 1,485 | (2,160) | 354 | 1,518 | 239 | 203 | 112 | 2,072 | 107 | |||||||
Net income | (1,755) | (4,683) | (3,728) | 1,583 | (1,429) | (1,487) | (949) | (2,282) | (2,583) | |||||||
Net income attributable to non-controlling interests | 1,861 | 1,434 | 2,368 | 680 | 1,086 | 1,207 | 800 | 3,773 | 351 | |||||||
Net income attributable to Camping World Holdings, Inc. | 106 | (3,249) | (1,360) | 2,263 | (343) | (280) | (149) | $ 1,491 | (2,232) | |||||||
Earnings per share of Class A common stock: | ||||||||||||||||
Basic | $ 0.05 | |||||||||||||||
Diluted | $ 0.05 | |||||||||||||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] | ||||||||||||||||
Net income | (1,755) | $ (4,683) | $ (3,728) | 1,583 | $ (1,429) | $ (1,487) | $ (949) | $ (2,282) | (2,583) | |||||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||||||
Deferred income taxes | 6,344 | (107) | ||||||||||||||
Tax Receivable Agreement liability adjustment | $ (1,071) | (1,071) | ||||||||||||||
Prepaid expenses and other assets | (8,417) | |||||||||||||||
Accounts payable and other accrued expenses | (1,491) | 1,605 | ||||||||||||||
Other, net | (304) | 1,169 | ||||||||||||||
Net cash provided by (used in) operating activities | (7,221) | 84 | ||||||||||||||
Cash flows from investing activities: | ||||||||||||||||
Purchases of property and equipment | 7,221 | (84) | ||||||||||||||
Net cash used in investing activities | 7,221 | (84) | ||||||||||||||
Adjustment | Class A common stock | ||||||||||||||||
Earnings per share of Class A common stock: | ||||||||||||||||
Basic | $ (0.09) | $ (0.04) | $ 0.07 | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||||
Diluted | $ (0.05) | $ (0.03) | $ 0.07 | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||||
Adjustment | Finance and insurance, net | ||||||||||||||||
Revenue: | ||||||||||||||||
Revenue | $ (3,241) | $ (3,855) | $ (2,749) | $ (1,006) | $ (1,669) | $ (1,689) | $ (1,061) | (5,425) | (2,690) | |||||||
Adjustment | Operating Segments | ||||||||||||||||
Costs applicable to revenue: | ||||||||||||||||
Income before income taxes | (5,425) | (2,690) | ||||||||||||||
Adjustment | Retail | Operating Segments | ||||||||||||||||
Assets | ||||||||||||||||
Total assets | $ 200 | 200 | $ 200 | |||||||||||||
Costs applicable to revenue: | ||||||||||||||||
Income from operations | $ 5,400 | |||||||||||||||
[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 Accoun_6
Summary of Significant Accounting Policies - Initial Public Offering (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration of Credit Risk | |||
Amount in excess of FDIC limits | $ 142.2 | $ 227.9 | |
Goodwill and Other Intangible Assets | |||
Useful lives (in years) | 12 years 3 months 18 days | ||
Self-Insurance Program | |||
Self insured claims liability | $ 15.7 | 16.1 | |
Letters of credit | $ 14 | 12.2 | |
Revenue | |||
Lifetime memberships period | 18 years | ||
Advertising Expense | |||
Capitalized advertising | 6.5 | ||
Capitalized advertising costs reported as assets | 5.2 | ||
Capitalized advertising costs net of deferred revenue | 1.2 | ||
Advertising expenses | $ 112.4 | 86.6 | $ 76 |
Shipping and Handling Fees and Costs | |||
Cost of Goods and Services Sold | $ 4.9 | $ 4.1 | $ 2.3 |
Type of Cost, Good or Service [Extensible List] | us-gaap:ShippingAndHandlingMember | us-gaap:ShippingAndHandlingMember | us-gaap:ShippingAndHandlingMember |
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) | 5 years 3 months 18 days | ||
Customer lists and domain names | |||
Goodwill and Other Intangible Assets | |||
Useful lives (in years) | 4 years 7 months 6 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) | 8 years 4 months 24 days |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements | ||||
Deferred tax asset, noncurrent | $ 145,943 | $ 152,380 | $ 152,683 | |
Property and equipment, net | 359,855 | 198,022 | ||
Deferred revenues and gains, current portion | 88,054 | 77,669 | ||
Other long-term liabilities | $ 79,958 | $ 47,538 | 51,589 | |
Adjustment | ||||
New Accounting Pronouncements | ||||
Deferred tax asset, noncurrent | (2,868) | |||
Other long-term liabilities | $ 12,428 | |||
ASU 2016-02 | Minimum | ||||
New Accounting Pronouncements | ||||
Right-to-use asset | $ 785,000 | |||
Operating lease liability | 835,000 | |||
ASU 2016-02 | Maximum | ||||
New Accounting Pronouncements | ||||
Right-to-use asset | 885,000 | |||
Operating lease liability | 935,000 | |||
ASU 2016-02 | Adjustment | ||||
New Accounting Pronouncements | ||||
Property and equipment, net | (3,700) | |||
Deferred revenues and gains, current portion | (8,200) | |||
Other long-term liabilities | $ (54,200) |
Revenue - ASC 606 - Cumulative
Revenue - ASC 606 - Cumulative effect and consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Assets | |||
Accounts receivable, net | $ 85,711 | $ 78,392 | $ 79,881 |
Inventories | 1,558,970 | 1,410,773 | 1,415,915 |
Prepaid expenses and other assets | 51,710 | 45,646 | 41,138 |
Deferred tax assets, net | 145,943 | 152,380 | 152,683 |
Other assets | 18,326 | 17,852 | 21,903 |
Liabilities | |||
Accrued liabilities | 124,619 | 95,331 | 101,929 |
Deferred revenues and gains, current | 88,054 | 78,526 | 77,669 |
Deferred revenues and gains, non-current | 67,157 | 63,590 | 64,061 |
Other long-term liabilities | 79,958 | 47,538 | 51,589 |
Stockholders' equity: | |||
Retained earnings | (3,370) | 8,929 | 7,619 |
Non-controlling interests | (11,621) | 23,728 | $ 21,252 |
Balances Without Adoption of ASC 606 | |||
Assets | |||
Accounts receivable, net | 88,966 | ||
Inventories | 1,567,409 | ||
Prepaid expenses and other assets | 42,823 | ||
Deferred tax assets, net | 146,246 | ||
Other assets | 23,515 | ||
Liabilities | |||
Accrued liabilities | 131,671 | ||
Deferred revenues and gains, current | 87,806 | ||
Deferred revenues and gains, non-current | 68,312 | ||
Other long-term liabilities | 85,147 | ||
Stockholders' equity: | |||
Retained earnings | (5,051) | ||
Non-controlling interests | (14,789) | ||
Effect of Change Higher/(Lower) | |||
Assets | |||
Accounts receivable, net | (3,255) | (1,489) | |
Inventories | (8,439) | (5,142) | |
Prepaid expenses and other assets | 8,887 | 4,508 | |
Deferred tax assets, net | (303) | (303) | |
Other assets | (5,189) | (4,051) | |
Liabilities | |||
Accrued liabilities | (7,052) | (6,598) | |
Deferred revenues and gains, current | 248 | 857 | |
Deferred revenues and gains, non-current | (1,155) | (471) | |
Other long-term liabilities | (5,189) | (4,051) | |
Stockholders' equity: | |||
Retained earnings | 1,681 | 1,310 | |
Non-controlling interests | $ 3,168 | $ 2,476 |
Revenue - ASC 606 - Statement o
Revenue - ASC 606 - Statement of Operation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | ||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Costs applicable to revenue | $ 4,900 | $ 4,100 | $ 2,300 | ||||||||||||
Capitalized costs | $ 6,000 | 6,000 | $ 4,400 | ||||||||||||
Operating and income tax expenses | |||||||||||||||
Selling, general, and administrative | $ 278,329 | $ 283,096 | $ 246,313 | $ 213,052 | $ 236,174 | $ 228,444 | $ 175,490 | 1,069,359 | 853,160 | 691,884 | |||||
Income tax expense | (9,900) | (14,262) | (6,865) | (127,198) | (8,151) | (14,081) | (5,480) | (30,790) | (154,910) | (5,800) | |||||
Net income | |||||||||||||||
Net income | (71,254) | 46,155 | 77,132 | 13,548 | (3,911) | 82,323 | 103,606 | 48,674 | 65,581 | 230,692 | 198,476 | ||||
Less: net income attributable to non-controlling interests | (32,032) | (52,350) | (11,727) | (11,919) | (63,077) | (84,542) | (41,301) | (55,183) | (200,839) | (9,591) | |||||
Net income attributable to Camping World Holdings, Inc. | (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | $ (15,830) | $ 19,246 | $ 19,064 | $ 7,373 | 10,398 | $ 29,853 | $ 188,885 | ||||
Basic | $ 1.12 | $ 0.08 | |||||||||||||
Diluted | $ 1.12 | $ 0.07 | |||||||||||||
RV Service | Accounts Receivable | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Contract asset | $ 6,300 | 6,300 | $ 6,300 | ||||||||||||
Class A common stock | |||||||||||||||
Net income | |||||||||||||||
Net income | 65,581 | $ 230,692 | $ 11,113 | ||||||||||||
Less: net income attributable to non-controlling interests | $ (55,183) | $ (200,839) | $ (9,591) | ||||||||||||
Basis and diluted earnings per share | $ 0.28 | ||||||||||||||
Basic | $ (0.82) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.39 | 0.28 | [1] | $ 1.12 | [1] | $ 0.08 | [1] | |
Diluted | $ (0.83) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.37 | $ 0.28 | [1] | $ 1.12 | [1] | $ 0.07 | [1] | |
Consumer services and plans | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Revenue | $ 214,052 | ||||||||||||||
Costs applicable to revenue | 86,687 | ||||||||||||||
Dealership | Dealership parts, services and other | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Revenue | 279,438 | ||||||||||||||
Costs applicable to revenue | 140,076 | ||||||||||||||
Retail | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Revenue | 669,945 | ||||||||||||||
Costs applicable to revenue | 445,187 | ||||||||||||||
Balances Without Adoption of ASC 606 | |||||||||||||||
Operating and income tax expenses | |||||||||||||||
Selling, general, and administrative | 1,070,053 | ||||||||||||||
Income tax expense | (30,666) | ||||||||||||||
Net income | |||||||||||||||
Net income | 64,518 | ||||||||||||||
Less: net income attributable to non-controlling interests | (54,491) | ||||||||||||||
Net income attributable to Camping World Holdings, Inc. | $ 10,027 | ||||||||||||||
Balances Without Adoption of ASC 606 | Class A common stock | |||||||||||||||
Net income | |||||||||||||||
Basis and diluted earnings per share | $ 0.27 | ||||||||||||||
Balances Without Adoption of ASC 606 | Consumer services and plans | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Revenue | $ 214,112 | ||||||||||||||
Costs applicable to revenue | 87,268 | ||||||||||||||
Balances Without Adoption of ASC 606 | Dealership | Dealership parts, services and other | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Revenue | 279,493 | ||||||||||||||
Costs applicable to revenue | 140,083 | ||||||||||||||
Balances Without Adoption of ASC 606 | Retail | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Revenue | 669,896 | ||||||||||||||
Costs applicable to revenue | 445,158 | ||||||||||||||
Effect of Change Higher/(Lower) | |||||||||||||||
Operating and income tax expenses | |||||||||||||||
Selling, general, and administrative | (694) | ||||||||||||||
Income tax expense | (124) | ||||||||||||||
Net income | |||||||||||||||
Net income | 1,063 | ||||||||||||||
Less: net income attributable to non-controlling interests | (692) | ||||||||||||||
Net income attributable to Camping World Holdings, Inc. | 371 | ||||||||||||||
Effect of Change Higher/(Lower) | Consumer services and plans | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Revenue | (60) | ||||||||||||||
Costs applicable to revenue | (581) | ||||||||||||||
Effect of Change Higher/(Lower) | Dealership | Dealership parts, services and other | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Revenue | (55) | ||||||||||||||
Costs applicable to revenue | (7) | ||||||||||||||
Effect of Change Higher/(Lower) | Retail | |||||||||||||||
Impact of the adoption of ASC 606 on the consolidated statement of operations | |||||||||||||||
Revenue | 49 | ||||||||||||||
Costs applicable to revenue | $ 29 | ||||||||||||||
[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. |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 01, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Capitalized costs | $ 6 | $ 4.4 |
Accounts Receivable | RV Service | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract asset | $ 6.3 | $ 6.3 |
Revenue - Deferred Revenues (De
Revenue - Deferred Revenues (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Deferred Revenues | |
Revenues recognized that were included in the deferred revenue balance | $ 76.3 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue | |
Revenue, Remaining Performance Obligation, Amount | $ 144,661 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Revenue | |
Revenue, Remaining Performance Obligation, Amount | $ 86,876 |
Performance obligation | |
Unsatisfied performance obligation, period | 0 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue | |
Revenue, Remaining Performance Obligation, Amount | $ 27,608 |
Performance obligation | |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue | |
Revenue, Remaining Performance Obligation, Amount | $ 13,376 |
Performance obligation | |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue | |
Revenue, Remaining Performance Obligation, Amount | $ 6,759 |
Performance obligation | |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue | |
Revenue, Remaining Performance Obligation, Amount | $ 3,405 |
Performance obligation | |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue | |
Revenue, Remaining Performance Obligation, Amount | $ 6,637 |
Performance obligation | |
Unsatisfied performance obligation, period | 0 years |
Revenue - Practical Expedients
Revenue - Practical Expedients and Exemptions (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue | |
Period of time between payment and transfer of the promised goods or services, amount of consideration for the effects of a significant financing component if the Company expects, at contract inception. | true |
Amortization period of those otherwise capitalized sales commissions when incurred | true |
Unsatisfied performance obligations for revenue streams with an original expected length | true |
Receivables (Details)
Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables | ||
Gross receivables | $ 90,109 | $ 82,581 |
Allowance for doubtful accounts | (4,398) | (2,700) |
Receivables, net | 85,711 | 79,881 |
Consumer services and plans | ||
Receivables | ||
Gross receivables | 19,586 | 28,178 |
Dealership | Trade accounts receivable | ||
Receivables | ||
Gross receivables | 13,907 | 13,881 |
Dealership | Due from manufacturers | ||
Receivables | ||
Gross receivables | 20,645 | 18,746 |
Dealership | New and used vehicles | ||
Receivables | ||
Gross receivables | 3,129 | 3,168 |
Dealership | Parts, services and other | ||
Receivables | ||
Gross receivables | 15,761 | 7,616 |
Dealership | Other | ||
Receivables | ||
Gross receivables | 8,822 | 7,332 |
Retail | ||
Receivables | ||
Gross receivables | $ 8,259 | 3,656 |
Other | ||
Receivables | ||
Gross receivables | $ 4 |
Inventories, net and Notes Pa_3
Inventories, net and Notes Payable - Floor Plan, net - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Inventories | |||
Inventories | $ 1,558,970 | $ 1,410,773 | $ 1,415,915 |
Consumer services and plans | |||
Inventories | |||
Inventories | 459 | 387 | |
New RVs | |||
Inventories | |||
Inventories | 1,017,910 | 1,113,178 | |
Used RVs | |||
Inventories | |||
Inventories | 124,527 | 106,210 | |
Dealership parts, services and other | |||
Inventories | |||
Inventories | 6,591 | 7,802 | |
Retail | Retail | |||
Inventories | |||
Inventories | $ 409,483 | $ 188,338 |
Inventories, net and Notes Pa_4
Inventories, net and Notes Payable - Floor Plan, net - Floor Plan Payable (Details) $ in Thousands | Jul. 01, 2016USD ($) | Dec. 31, 2018USD ($)location | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 04, 2018USD ($) | Dec. 03, 2018USD ($) | Dec. 12, 2017USD ($) | Jun. 30, 2016USD ($) |
Floor Plan Payable | ||||||||
Payments to acquire assets | $ 254,359 | $ 80,771 | $ 56,943 | |||||
Floor Plan Facility | ||||||||
Floor Plan Payable | ||||||||
Maximum borrowing capacity | 1,415,000 | 1,415,000 | $ 1,415,000 | |||||
Quarterly reduction in maximum borrowing capacity | $ 3,000 | |||||||
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 | $ 60,000 | $ 35,000 | $ 60,000 | $ 35,000 | $ 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% | 2.15% | 2.05% | |||||
Variable rate basis (as a percent) | 2.35 | 1.36 | 0.62 | |||||
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% | |||||||
RV Dealership Groups | ||||||||
Floor Plan Payable | ||||||||
Number of locations acquired | location | 10 | |||||||
Payments to acquire assets | $ 92,100 | |||||||
Payments to Acquire Real Estate | 46,000 | |||||||
RV Dealership Groups | FreedomRoads, LLC Floor Plan Facility | ||||||||
Floor Plan Payable | ||||||||
Borrowing to purchase of business | $ 38,700 |
Inventories, net and Notes Pa_5
Inventories, net and Notes Payable - Floor Plan, net - Floor Plan Outstanding (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 04, 2018 | Dec. 03, 2018 | Dec. 12, 2017 | |
Floor Plan Payable | |||||
Less: borrowings | $ (38,739) | ||||
Less: outstanding letters of credit | (14,000) | $ (12,200) | |||
Floor Plan Facility | |||||
Floor Plan Payable | |||||
Total commitment | 1,415,000 | 1,415,000 | $ 1,415,000 | ||
Less: borrowings, net | (885,980) | (974,043) | |||
Less: flooring line aggregate interest reduction account | (97,757) | (106,055) | |||
Additional borrowing capacity | 431,263 | 334,902 | |||
Less: accounts payable for sold inventory | (33,928) | (31,311) | |||
Less: purchase commitments | (22,530) | (77,144) | |||
Unencumbered borrowing capacity | 374,805 | 226,447 | |||
Line of Credit | Floor Plan Facility | |||||
Floor Plan Payable | |||||
Total commitment | 60,000 | 35,000 | $ 60,000 | $ 35,000 | $ 35,000 |
Less: borrowings | (38,739) | ||||
Additional borrowing capacity | 21,261 | 35,000 | |||
Letters of credit | Floor Plan Facility | |||||
Floor Plan Payable | |||||
Total commitment | 15,000 | 15,000 | |||
Less: outstanding letters of credit | (10,380) | (9,369) | |||
Additional letters of credit capacity | $ 4,620 | $ 5,631 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment, net | |||
Property and equipment, gross | $ 560,409 | $ 370,063 | |
Less: accumulated depreciation and amortization | (200,554) | (172,041) | |
Property and equipment, net | 359,855 | 198,022 | |
Lease incentives | 48,500 | 24,700 | |
Amortization of tenant improvements reimbursement | 3,100 | 500 | |
Depreciation expense | 44,800 | 29,000 | $ 23,700 |
Adjustment | |||
Property and Equipment, net | |||
Property and equipment, gross | 10,200 | ||
Less: accumulated depreciation and amortization | (10,200) | ||
Land | |||
Property and Equipment, net | |||
Property and equipment, gross | 36,997 | 12,243 | |
Buildings and improvements | |||
Property and Equipment, net | |||
Property and equipment, gross | 54,967 | 17,791 | |
Leasehold improvements - inclusive of right to use assets | |||
Property and Equipment, net | |||
Property and equipment, gross | 155,975 | 107,354 | |
Furniture and equipment | |||
Property and Equipment, net | |||
Property and equipment, gross | 199,536 | 130,204 | |
Software | |||
Property and Equipment, net | |||
Property and equipment, gross | 80,769 | 68,087 | |
Software systems development and construction in progress | |||
Property and Equipment, net | |||
Property and equipment, gross | $ 32,165 | $ 34,384 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill | ||||
Balance (excluding impairment charges) | $ 354,866 | |||
Accumulated impairment charges | (201,791) | |||
Balance | $ 348,387 | $ 153,075 | ||
Acquisitions | 50,776 | 195,312 | ||
Impairment charge | (40,046) | |||
Balance | $ 359,117 | 359,117 | 348,387 | |
Retail | ||||
Goodwill | ||||
Impairment charge | (40,000) | |||
Balance | $ 0 | $ 0 | ||
Valuation information | ||||
Growth rate to calculate terminal value | 2.50% | 2.50% | ||
Discount rate | 10.50% | 10.50% | ||
Retail | Income Approach | ||||
Valuation information | ||||
Weighted approach of the full valuation (as a percent) | 70.00% | 70.00% | ||
Retail | Market Approach | ||||
Valuation information | ||||
Weighted approach of the full valuation (as a percent) | 30.00% | 30.00% | ||
Dealership | ||||
Goodwill | ||||
Impairment charge | $ 0 | |||
Valuation information | ||||
Growth rate to calculate terminal value | 2.30% | 2.30% | ||
Discount rate | 8.70% | 8.70% | ||
Dealership | Income Approach | ||||
Valuation information | ||||
Weighted approach of the full valuation (as a percent) | 70.00% | 70.00% | ||
Dealership | Market Approach | ||||
Valuation information | ||||
Weighted approach of the full valuation (as a percent) | 30.00% | 30.00% | ||
GSS | ||||
Goodwill | ||||
Balance | $ 50,300 | $ 50,300 | ||
Consumer services and plans | ||||
Goodwill | ||||
Balance (excluding impairment charges) | 96,828 | |||
Accumulated impairment charges | (46,884) | |||
Balance | 49,944 | 49,944 | ||
Acquisitions | 376 | |||
Balance | 50,320 | 50,320 | 49,944 | |
Dealership | ||||
Goodwill | ||||
Balance (excluding impairment charges) | 246,929 | |||
Accumulated impairment charges | (143,798) | |||
Balance | 261,976 | 103,131 | ||
Acquisitions | 46,821 | 158,845 | ||
Balance | $ 308,797 | 308,797 | 261,976 | |
Retail | ||||
Goodwill | ||||
Balance (excluding impairment charges) | 11,109 | |||
Accumulated impairment charges | $ (11,109) | |||
Balance | 36,467 | |||
Acquisitions | 3,579 | 36,467 | ||
Impairment charge | $ (40,046) | |||
Balance | $ 36,467 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets | |||
Cost or Fair Value | $ 47,933 | $ 47,349 | |
Accumulated Amortization | (12,649) | (8,642) | |
Net | 35,284 | 38,707 | |
Amortization expense | $ 4,500 | 2,600 | $ 1,000 |
Useful lives (in years) | 12 years 3 months 18 days | ||
Customer lists and domain names | |||
Intangible Assets | |||
Useful lives (in years) | 4 years 7 months 6 days | ||
Trademarks and trade names | |||
Intangible Assets | |||
Useful lives (in years) | 15 years | ||
Websites | |||
Intangible Assets | |||
Useful lives (in years) | 8 years 4 months 24 days | ||
Adjustment | |||
Intangible Assets | |||
Cost or Fair Value | 15,000 | ||
Consumer services and plans | Membership and customer lists | |||
Intangible Assets | |||
Cost or Fair Value | $ 9,140 | 8,375 | |
Accumulated Amortization | (7,174) | (6,431) | |
Net | 1,966 | 1,944 | |
Retail | Customer lists and domain names | |||
Intangible Assets | |||
Cost or Fair Value | 3,415 | 3,914 | |
Accumulated Amortization | (1,559) | (1,048) | |
Net | 1,856 | 2,866 | |
Retail | Trademarks and trade names | |||
Intangible Assets | |||
Cost or Fair Value | 29,304 | 28,987 | |
Accumulated Amortization | (2,853) | (901) | |
Net | 26,451 | 28,086 | |
Retail | Websites | |||
Intangible Assets | |||
Cost or Fair Value | 6,074 | 6,073 | |
Accumulated Amortization | (1,063) | (262) | |
Net | $ 5,011 | $ 5,811 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite-lived Intangible Assets Weighted-average Useful Lives (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-lived intangible assets | ||
2019 | $ 4,509 | |
2020 | 3,640 | |
2021 | 3,218 | |
2022 | 3,023 | |
2023 | 2,489 | |
Thereafter | 18,405 | |
Net | $ 35,284 | $ 38,707 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Accrued Liabilities | |||
Compensation and benefits | $ 34,745 | $ 45,875 | |
Other accruals | 89,874 | 56,054 | |
Total | $ 124,619 | $ 95,331 | $ 101,929 |
Long-Term Debt - Tabular Disclo
Long-Term Debt - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-Term Debt | ||
Long-term debt | $ 1,165,865 | $ 916,902 |
Less: current portion | (12,977) | (9,465) |
Long-term debt, net of current maturities | 1,152,888 | 907,437 |
Term Loan Facility | ||
Long-Term Debt | ||
Long-term debt | 1,156,345 | 916,902 |
Unamortized discount | 5,400 | 6,000 |
Finance costs | 13,400 | $ 14,200 |
Real Estate Facility | ||
Long-Term Debt | ||
Long-term debt | 9,520 | |
Finance costs | $ 200 |
Long Term Debt - Future Maturit
Long Term Debt - Future Maturities (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Long-Term Debt. | |
2019 | $ 12,977 |
2020 | 12,917 |
2021 | 12,483 |
2022 | 12,483 |
2023 | 1,133,977 |
Total | $ 1,184,837 |
Long-Term Debt - Borrowings (De
Long-Term Debt - Borrowings (Details) - USD ($) $ in Millions | Mar. 28, 2018 | Oct. 06, 2017 | Mar. 17, 2017 | Nov. 08, 2016 | Sep. 21, 2016 | Jun. 30, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 20, 2013 |
Term Loan Facility | ||||||||||||
Long-Term Debt | ||||||||||||
Unamortized discount | $ 6 | $ 5.4 | ||||||||||
Secured Debt | Line of Credit | Prior Senior Secured Credit Facility, Term Loan Facility | ||||||||||||
Long-Term Debt | ||||||||||||
Maximum borrowing capacity | $ 828.2 | $ 525 | ||||||||||
Maximum borrowing capacity, increase in capacity | $ 135 | $ 95 | $ 55 | $ 117 | ||||||||
Unamortized discount | $ 5.3 | |||||||||||
Secured Debt | Line of Credit | Senior Secured Credit Facility | ||||||||||||
Long-Term Debt | ||||||||||||
Maximum borrowing capacity | $ 740 | $ 680 | ||||||||||
Maximum borrowing capacity, increase in capacity | $ 95 | |||||||||||
Mandatory amortization of new credit facility (as a percent) | 1.00% | |||||||||||
Secured Debt | Line of Credit | Term Loan Facility | ||||||||||||
Long-Term Debt | ||||||||||||
Maximum borrowing capacity | $ 1,190 | $ 939.5 | $ 645 | |||||||||
Term | 7 years | |||||||||||
Maximum borrowing capacity, increase in capacity | $ 250 | 205 | ||||||||||
Mandatory amortization of new credit facility (as a percent) | 1.01% | |||||||||||
Principal payment frequency | quarterly | |||||||||||
Quarterly amortization payment | $ 3 | $ 2.4 | ||||||||||
Secured Debt | Revolving Credit Facility | ||||||||||||
Long-Term Debt | ||||||||||||
Quarterly amortization payment | $ 2.4 | $ 1.9 | $ 3 | |||||||||
Secured Debt | Revolving Credit Facility | Term Loan Facility | ||||||||||||
Long-Term Debt | ||||||||||||
Term | 5 years | |||||||||||
Secured Debt | Revolving Credit Facility | Revolving Credit Facility | ||||||||||||
Long-Term Debt | ||||||||||||
Maximum borrowing capacity | $ 35 |
Long-Term Debt - General Inform
Long-Term Debt - General Information (Details) - USD ($) $ in Thousands | Mar. 28, 2018 | Oct. 06, 2017 | Mar. 17, 2017 | Oct. 13, 2016 | Sep. 21, 2016 | Jun. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 08, 2016 | Nov. 20, 2013 |
Long-Term Debt | |||||||||||||
Amount outstanding | $ 1,165,865 | $ 916,902 | |||||||||||
Cash distribution to members | $ 100,000 | 101,755 | 149,633 | $ 236,145 | |||||||||
Prior Senior Secured Credit Facility, Term Loan Facility | |||||||||||||
Long-Term Debt | |||||||||||||
Repayments of debt | $ 200,400 | ||||||||||||
Term Loan Facility | |||||||||||||
Long-Term Debt | |||||||||||||
Amount outstanding | 1,156,345 | 916,902 | |||||||||||
Unamortized discount | $ 5,400 | $ 6,000 | |||||||||||
Secured Debt | Line of Credit | Prior Senior Secured Credit Facility | |||||||||||||
Long-Term Debt | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 545,000 | ||||||||||||
Secured Debt | Line of Credit | Prior Senior Secured Credit Facility, Term Loan Facility | |||||||||||||
Long-Term Debt | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 828,200 | $ 525,000 | |||||||||||
Maximum borrowing capacity, increase in capacity | 135,000 | $ 95,000 | $ 55,000 | $ 117,000 | |||||||||
Original issue discount from increase in capacity | $ 16,500 | ||||||||||||
Original issue discount (as a percentage) | 1.00% | ||||||||||||
Unamortized discount | $ 5,300 | ||||||||||||
Secured Debt | Line of Credit | Senior Secured Credit Facility | |||||||||||||
Long-Term Debt | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 740,000 | $ 680,000 | |||||||||||
Maximum borrowing capacity, increase in capacity | $ 95,000 | ||||||||||||
Secured Debt | Line of Credit | Term Loan Facility | |||||||||||||
Long-Term Debt | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,190,000 | $ 939,500 | 645,000 | ||||||||||
Interest rate (as a percent) | 5.13% | ||||||||||||
Amount outstanding | $ 1,175,100 | ||||||||||||
Maximum borrowing capacity, increase in capacity | $ 250,000 | $ 205,000 | |||||||||||
Secured Debt | Revolving Credit Facility | Prior Senior Secured Credit Facility, Revolving Credit Facility | |||||||||||||
Long-Term Debt | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000 | ||||||||||||
Secured Debt | Revolving Credit Facility | Revolving Credit Facility | |||||||||||||
Long-Term Debt | |||||||||||||
Maximum amount allocated to letters of credit | 15,000 | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 35,000 | ||||||||||||
Available borrowings | 31,300 | ||||||||||||
Amount outstanding | 0 | ||||||||||||
Secured Debt | Letters of credit | Senior Secured Credit Facility, Letters of Credit | |||||||||||||
Long-Term Debt | |||||||||||||
Available borrowings | $ 3,700 |
Long-Term Debt - Interest, Fees
Long-Term Debt - Interest, Fees, and Principal Payments (Details) $ in Millions | Mar. 28, 2018USD ($) | Mar. 27, 2018 | Oct. 06, 2017 | Nov. 08, 2016 | Oct. 13, 2016USD ($) | May 09, 2016USD ($) | Nov. 20, 2013USD ($) | Sep. 30, 2017 | Dec. 31, 2018USD ($) | Sep. 27, 2018 | Sep. 26, 2018 | Dec. 31, 2015USD ($) |
Prior Senior Secured Credit Facility, Term Loan Facility | ||||||||||||
Long-Term Debt | ||||||||||||
Repayments of debt | $ 200.4 | |||||||||||
Secured Debt | Line of Credit | ||||||||||||
Long-Term Debt | ||||||||||||
Reduction in variable rate spread (as a percent) | 25.00% | |||||||||||
Excess cash flow offer | $ 0 | |||||||||||
Secured Debt | Line of Credit | Interest on Debt Instrument, Option One | ||||||||||||
Long-Term Debt | ||||||||||||
Variable rate spread (as a percent) | 1.75% | 2.00% | ||||||||||
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 | Interest on Debt Instrument, Option Two | London Interbank Offered Rate (LIBOR) | ||||||||||||
Long-Term Debt | ||||||||||||
Variable rate spread (as a percent) | 2.75% | 3.00% | ||||||||||
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 | $ 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 | ||||||||||||
Leverage ratio | 2 | |||||||||||
Secured Debt | Line of Credit | Prior Senior Secured Credit Facility, Term Loan Facility | Maximum | ||||||||||||
Long-Term Debt | ||||||||||||
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 | Senior Secured Credit Facility | Leverage Ratio, First Period of Time | ||||||||||||
Long-Term Debt | ||||||||||||
Leverage ratio | 3.75 | 3 | ||||||||||
Secured Debt | Line of Credit | Senior Secured Credit Facility | Leverage Ratio, Second Period of Time | ||||||||||||
Long-Term Debt | ||||||||||||
Leverage ratio | 3.50 | 2.75 | ||||||||||
Secured Debt | Line of Credit | 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 | Term Loan Facility | Minimum | ||||||||||||
Long-Term Debt | ||||||||||||
Leverage ratio | 1.50 | |||||||||||
Secured Debt | Line of Credit | Term Loan Facility | Maximum | ||||||||||||
Long-Term Debt | ||||||||||||
Leverage ratio | 2 | |||||||||||
Secured Debt | Line of Credit | 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) | 2.75% | |||||||||||
Secured Debt | Line of Credit | Term Loan Facility | Interest on Debt Instrument, Option Two | ||||||||||||
Long-Term Debt | ||||||||||||
Alternate base rate (as a percent) | 1.75% | |||||||||||
Secured Debt | Line of Credit | 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 | 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 | ||||||||||||
Variable 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 | ||||||||||||
Base rate spread (as a percent) | 0.50% | |||||||||||
Secured Debt | Revolving Credit Facility | Revolving Credit Facility | ||||||||||||
Long-Term Debt | ||||||||||||
Amount subtracted from aggregate borrowings in determining compliance with the total leverage ratio | $ 5 | |||||||||||
The minimum percentage of the aggregate amount of the revolving lenders? revolving commitments | 30.00% | |||||||||||
Secured Debt | Revolving 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 | 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 | 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 | 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 | 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 - Real Estate Fa
Long-Term Debt - Real Estate Facility (Details) - Real Estate Facility - Secured Debt | Nov. 02, 2018USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 21,500,000 | |
Debt issued | $ 9,900,000 | |
Commitment fee (as a percent) | 0.50% | |
Debt service coverage ratio | 1.250 | |
London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Variable rate spread (as a percent) | 2.75% | |
Federal Funds Effective Rate | ||
Debt Instrument [Line Items] | ||
Variable rate spread (as a percent) | 0.50% | |
Prime Rate | ||
Debt Instrument [Line Items] | ||
Variable rate spread (as a percent) | 0.75% | |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Default provision maximum amount | $ 100,000 |
Long-Term Debt - Enterprise Not
Long-Term Debt - Enterprise Notes (Details) - Securities purchase agreement - USD ($) $ in Millions | Nov. 20, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 15, 2011 |
Long-term debt | ||||
Percentage of preferred return | 3.00% | |||
Preferred return payments paid | $ 6.4 | |||
Series A Notes | ||||
Long-term debt | ||||
Debt issued | $ 80 | |||
Payment of debt | $ 80 | |||
Series B Notes | ||||
Long-term debt | ||||
Debt issued | $ 70 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Capital Lease Obligations. | |||
Capital lease obligation incurred | $ 0 | $ 0 | $ 2,000 |
Leases in property and equipment | |||
Furniture and equipment | 5,741 | 5,741 | |
Accumulated depreciation | (4,917) | (4,379) | |
Total | $ 824 | $ 1,362 |
Right to Use Liability - Genera
Right to Use Liability - General Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018USD ($)leaseitem | Sep. 30, 2016leaseitem | Mar. 31, 2016lease | Dec. 31, 2018USD ($)item | Dec. 31, 2016USD ($) | |
Right to Use Liabilities | |||||
Number of operating leases | lease | 1 | 1 | 2 | ||
Right to use assets derecognized | $ 20,100 | ||||
Derecognition resulted in the removal of right to use liabilities | $ 4,900 | 20,056 | |||
Deferred rent | 200 | ||||
Derecognition resulted in deferred gain | $ 500 | $ 500 | $ 100 | ||
Number of month's rent the lease deposit is less than | item | 2 | 2 | 2 |
Right to Use Liability - Right
Right to Use Liability - Right to Use Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Right to Use Assets | ||
Right to use assets | $ 5,741 | $ 5,741 |
Accumulated depreciation | (4,917) | (4,379) |
Total | 824 | 1,362 |
Right To Use Assets | ||
Right to Use Assets | ||
Right to use assets | 5,400 | 10,673 |
Accumulated depreciation | (540) | (926) |
Total | $ 4,860 | $ 9,747 |
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, 2018USD ($)item | Sep. 30, 2016item | |
Right to Use Liabilities | ||
Scheduled derecognition of right to use liability due to reductions in the lease deposit to less than two months rent | $ 5,000 | |
Number of month's rent the lease deposit is less than | item | 2 | 2 |
Right to Use Liabilities | ||
Right to Use Liabilities | ||
2019 | $ 486 | |
2020 | 486 | |
2021 | 486 | |
2022 | 486 | |
2023 | 486 | |
Thereafter | 7,889 | |
Total minimum lease payments | 10,319 | |
Amounts representing interest | (5,172) | |
Present value of net minimum right to use liability payments | $ 5,147 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||||||||||
Federal | $ 13,828 | $ 19,496 | $ 845 | |||||||
State | 5,598 | 4,448 | 1,297 | |||||||
Deferred: | ||||||||||
Federal | 11,970 | 97,792 | 3,571 | |||||||
State | (606) | 33,174 | 87 | |||||||
Income tax expense | $ 9,900 | $ 14,262 | $ 6,865 | $ 127,198 | $ 8,151 | $ 14,081 | $ 5,480 | $ 30,790 | $ 154,910 | $ 5,800 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of income tax expense from operations to the federal statutory rate | ||||||||||
Income taxes computed at federal statutory rate | $ 20,238 | $ 134,961 | $ 72,259 | |||||||
State income taxes - net of federal benefit | 4,313 | 13,570 | 7,253 | |||||||
Federal alternative minimum tax and state and local taxes on pass-through entities | 1,076 | 1,072 | 1,013 | |||||||
Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax | (41,367) | (84,747) | (75,774) | |||||||
Increase in valuation allowance | 43,175 | 11,194 | 1,049 | |||||||
Impact of 2017 Tax Act | 78,222 | |||||||||
Goodwill impairment | 6,158 | |||||||||
Other | (783) | 638 | ||||||||
Income tax expense | $ 9,900 | $ 14,262 | $ 6,865 | $ 127,198 | $ 8,151 | $ 14,081 | $ 5,480 | 30,790 | 154,910 | $ 5,800 |
Tax Receivable Agreement liability adjustment | 300 | $ (38,800) | ||||||||
State | ||||||||||
Reconciliation of income tax expense from operations to the federal statutory rate | ||||||||||
Impact of other state tax rate changes | $ (2,020) |
Income Taxes - Carrying amounts
Income Taxes - Carrying amounts of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax liabilities | ||
Accelerated depreciation | $ (6,468) | $ (5,147) |
Prepaid expenses | (1,238) | (302) |
Intangible assets | (3,474) | (3,501) |
Other | (305) | |
Total deferred tax liabilities | (11,180) | (9,255) |
Deferred tax assets | ||
Investment impairment | 21,974 | 21,647 |
Inventory related | 6,479 | 170 |
Gift cards | 1,478 | 744 |
Deferred revenues | 322 | 304 |
Accrual for employee benefits and severance | 1,401 | 1,221 |
Stock option expense | 440 | 218 |
Investment in partnership | 208,749 | 208,559 |
Tax Receivable Agreement liability | 34,184 | 35,319 |
AMT credit | 609 | |
Net operating loss carryforward | 51,654 | 17,518 |
Claims reserves | 126 | 440 |
Intangible assets | 547 | 113 |
Goodwill | 3,836 | 996 |
Deferred book gain | 770 | 851 |
Other reserves | 6,146 | 5,697 |
Gross deferred tax assets | 338,106 | 294,406 |
Valuation allowance | (180,983) | (132,468) |
Net deferred tax assets | $ 145,943 | $ 152,683 |
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 |
U.S. Federal income tax rate (as a percent) | 21.00% | 35.00% | ||
Deferred tax expense | $ 117,000 | |||
Decrease in deferred tax asset due to remeasurement under the 2017 Tax Act | (43,000) | |||
Increase (decrease) in valuation allowance for the outside basis in CWGS, LLC | $ 5,400 | (9,200) | ||
Uncertain tax positions | 0 | |||
Current portion of liabilities under tax receivable agreement | 9,446 | 8,906 | ||
Decreased net income to a net loss | $ 117,000 | |||
Decreased basic and diluted earnings per share | $ 0.62 | |||
CWGS, LLC | ||||
Increase (decrease) in valuation allowance | 43,200 | $ (4,600) | ||
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 | 134,200 | 139,700 | ||
Current portion of liabilities under tax receivable agreement | $ 9,400 | $ 8,900 | ||
CWGS, LLC | ||||
Interest (as a percent) | 41.90% | |||
CWGS, LLC | Tax receivable agreement | ||||
Units issued in exchange | 215,486 | 12,945,419 | ||
CWH | CWGS, LLC | ||||
Ownership interest | 22.60% | 41.90% | 41.50% | 22.60% |
Units held | 37,192,364 | 36,749,072 | ||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | ||||
Net operating loss carryforward indefinitely | $ 128,700 | |||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | Federal | ||||
Net operating loss carryforwards | 188,600 | |||
Net operating loss will expire if not used | 57,900 | |||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | State | ||||
Net operating loss carryforwards | 96,500 | |||
Net operating loss will expire if not used | $ 96,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 | Term Loan Facility | ||
Fair Value Measurements | ||
Debt instrument | 1,156,345 | 916,902 |
Level 2 | Carrying Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 38,739 | |
Level 2 | Carrying Value | Real Estate Facility | ||
Fair Value Measurements | ||
Debt instrument | 9,520 | |
Level 2 | Fair Value | Term Loan Facility | ||
Fair Value Measurements | ||
Debt instrument | 1,116,338 | $ 953,269 |
Level 2 | Fair Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 40,139 | |
Level 2 | Fair Value | Real Estate Facility | ||
Fair Value Measurements | ||
Debt instrument | $ 10,850 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Dec. 05, 2001USD ($)subsidiarypropertyitem | Dec. 31, 2018USD ($)location | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Feb. 28, 2014property | Dec. 31, 2012property | Dec. 28, 2012property | Jan. 09, 2012property | Dec. 29, 2011property | Dec. 31, 2006USD ($) |
Future minimum annual fixed rentals under operating leases | ||||||||||||
2019 | $ 118,379 | |||||||||||
2020 | 113,256 | |||||||||||
2021 | 108,988 | |||||||||||
2022 | 104,641 | |||||||||||
2023 | 101,524 | |||||||||||
Thereafter | 830,179 | |||||||||||
Total | 1,376,967 | |||||||||||
Rent expense | 110,800 | $ 86,500 | $ 74,500 | |||||||||
Letters of credit | 14,000 | 12,200 | ||||||||||
Cost of real property purchased | $ 560,409 | 370,063 | ||||||||||
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 | $ 500 | 100 | ||||||||||
Payments to acquire assets | 254,359 | 80,771 | 56,943 | |||||||||
FreedomRoads, LLC Floor Plan Facility | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
Letters of credit | 10,400 | 8,900 | ||||||||||
Property sold in 2018 | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
Gains (Losses) in sale leaseback arrangement | (100) | |||||||||||
Cost of real property purchased | 15,000 | |||||||||||
Payments to Acquire Real Estate | 15,100 | |||||||||||
Original purchase price | $ 15,100 | |||||||||||
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 | |||||||||
Minimum | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
Initial term of lease | 25 years | 13 years | ||||||||||
Maximum | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
Initial term of lease | 27 years | 20 years | ||||||||||
Other agreements | ||||||||||||
Period for severance pay beyond termination date | 1 year | |||||||||||
Sponsorship agreements | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
2019 | $ 10,200 | |||||||||||
2020 | 9,200 | |||||||||||
2021 | 9,500 | |||||||||||
2022 | 9,900 | |||||||||||
2023 | 1,500 | |||||||||||
2024 | 1,500 | |||||||||||
Subscription agreement | ||||||||||||
Other agreements | ||||||||||||
2014 | 1,700 | |||||||||||
2015 | 1,600 | |||||||||||
2016 | 1,800 | |||||||||||
2017 | 2,100 | |||||||||||
2018 | 2,200 | |||||||||||
Total | 9,400 | |||||||||||
Amended Subscription Agreement | ||||||||||||
Other agreements | ||||||||||||
2017 | 4,000 | |||||||||||
2018 | 4,300 | |||||||||||
2019 | 4,500 | |||||||||||
2020 | 4,800 | |||||||||||
2021 | 5,000 | |||||||||||
Third Party | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
2019 | 116,131 | |||||||||||
2020 | 111,008 | |||||||||||
2021 | 106,740 | |||||||||||
2022 | 102,496 | |||||||||||
2023 | 99,594 | |||||||||||
Thereafter | 811,228 | |||||||||||
Total | 1,347,197 | |||||||||||
Related Party | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
2019 | 2,248 | |||||||||||
2020 | 2,248 | |||||||||||
2021 | 2,248 | |||||||||||
2022 | 2,145 | |||||||||||
2023 | 1,930 | |||||||||||
Thereafter | 18,951 | |||||||||||
Total | 29,770 | |||||||||||
Subsidiary of FreedomRoads | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
Gains (Losses) in sale leaseback arrangement | 100 | |||||||||||
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 | Property sold in 2018 | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
Cost of real property purchased | 45,800 | |||||||||||
Payments to Acquire Real Estate | 46,100 | |||||||||||
Original purchase price | 46,100 | |||||||||||
Subsidiary of FreedomRoads | Maximum | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
Gains (Losses) in sale leaseback arrangement | (100) | (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 | 4,100 | $ 4,600 | ||||||||||
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 | |||||||||||
RV Dealership Groups | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
Payments to Acquire Real Estate | 46,000 | |||||||||||
Original purchase price | $ 46,000 | |||||||||||
Number of locations acquired | location | 10 | |||||||||||
Payments to acquire assets | $ 92,100 | |||||||||||
RV Dealership Groups | FreedomRoads, LLC Floor Plan Facility | ||||||||||||
Future minimum annual fixed rentals under operating leases | ||||||||||||
Borrowing to purchase of business | $ 38,700 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 21, 2016 | Sep. 07, 2016 | Jun. 17, 2016 | Jun. 13, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2014 |
Related party transactions | ||||||||
Initial term of lease | 20 years | |||||||
Non-cash distribution declared | $ 38,838,000 | |||||||
Cash distribution to members | $ 100,000,000 | $ 101,755,000 | $ 149,633,000 | 236,145,000 | ||||
AutoMatch Distribution | ||||||||
Related party transactions | ||||||||
Non-cash distribution declared | $ 38,800,000 | |||||||
Cash distribution to members | $ 200,000 | $ 3,600,000 | ||||||
Membership units | ||||||||
Distribution declared | 42,700,000 | |||||||
Cash distribution declared | $ 3,800,000 | |||||||
Stephen Adams | ||||||||
Related party transactions | ||||||||
Payments to related party for purchasing advertising services | 200,000 | 0 | ||||||
FreedomRoads | AutoMatch Distribution | ||||||||
Related party transactions | ||||||||
Cash distribution to members | 1,600,000 | |||||||
Membership units | ||||||||
Cash distribution declared | $ 1,600,000 | |||||||
JD Custom | ||||||||
Related party transactions | ||||||||
Related party expense | 400,000 | 0 | ||||||
Monitoring Agreement | Crestview Advisors, L.L.C. and Stephen Adams | ||||||||
Related party transactions | ||||||||
Related party expense | 1,700,000 | |||||||
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 | |||||||
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 | |||||||
Related Party Agreement | Andris A. Baltins | ||||||||
Related party transactions | ||||||||
Related party expense | 300,000 | 300,000 | ||||||
Related Party Agreement | Precise Graphix | ||||||||
Related party transactions | ||||||||
Related party expense | 5,600,000 | 2,700,000 | 3,300,000 | |||||
Put Agreement | Mr. Lemonis | ||||||||
Related party transactions | ||||||||
Number of profits units | 4,667 | |||||||
Pledged profit units | $ 12,000,000 | |||||||
Advertising Agreement | Cumulus Media | ||||||||
Related party transactions | ||||||||
Related party expense | 300,000 | 400,000 | 0 | |||||
FreedomRoads | Lease Agreement | Managers and Officers | ||||||||
Related party transactions | ||||||||
Related party expense | $ 1,900,000 | $ 2,000,000 | $ 1,200,000 | |||||
FreedomRoads | Lease Agreement | Mr. Lemonis | Original Lease | ||||||||
Related party transactions | ||||||||
Initial term of lease | 132 months | |||||||
Base rent | $ 29,000 | |||||||
FreedomRoads | Lease Agreement | Mr. Lemonis | Expansion Lease | ||||||||
Related party transactions | ||||||||
Initial term of lease | 132 months | |||||||
Base rent | $ 2,500 | |||||||
Mr. Lemonis | eNET IT Group | ||||||||
Related party transactions | ||||||||
Economic interest (as a percent) | 51.00% | |||||||
Mr. Lemonis | Precise Graphix | ||||||||
Related party transactions | ||||||||
Economic interest (as a percent) | 33.00% | |||||||
Mr. Lemonis | JD Custom | ||||||||
Related party transactions | ||||||||
Indirect interest | 52.00% | |||||||
Stephen Adams | Adams Radio | Stephen Adams | ||||||||
Related party transactions | ||||||||
Indirect interest | 0.90% | |||||||
AutoMatch | Transition Services Agreement | FreedomRoads | ||||||||
Related party transactions | ||||||||
Agreement period | 120 days |
Acquisitions - General Informat
Acquisitions - General Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Assets Or Stock Of Multiple Dealership Locations Acquired | ||
Acquisitions | ||
Real properties purchased | $ 21.6 | $ 17.1 |
Acquisitions - Assets (Liabilit
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Assets (liabilities) acquired (assumed) at fair value: | |||
Goodwill | $ 359,117 | $ 348,387 | $ 153,075 |
Cash paid for acquisition, net of cash acquired | $ 99,240 | 392,956 | $ 78,606 |
Estimated life (in years) | 12 years 3 months 18 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) | 8 years 4 months 24 days | ||
Assets Or Stock Of Multiple Dealership Locations Acquired | |||
Assets (liabilities) acquired (assumed) at fair value: | |||
Cash and cash equivalents | $ 2,648 | ||
Contracts in Transit | 104 | ||
Accounts receivable, net | 100 | 1,250 | |
Inventory, net | 43,067 | 121,808 | |
Prepaid expenses and other assets | 124 | ||
Property and equipment, net | 532 | 1,450 | |
Deferred tax asset, net | 48 | ||
Other assets | 164 | ||
Accounts payable | (64) | (569) | |
Accrued liabilities | (1,096) | (2,480) | |
Deferred revenues and gains | (168) | ||
Total tangible net assets acquired | 45,295 | 121,623 | |
Intangible assets acquired | 766 | 793 | |
Goodwill | 47,197 | 158,815 | |
Purchase Price | 93,258 | 281,231 | |
Cash and cash equivalents acquired | (2,648) | ||
Cash paid for acquisition, net of cash acquired | 90,610 | 281,231 | |
Inventory purchases financed via floor plan | (34,313) | (99,451) | |
Cash payment net of floor plan financing | 56,297 | 181,780 | |
Assets Or Stock Of Multiple Dealership Locations Acquired | Membership and customer lists | |||
Assets (liabilities) acquired (assumed) at fair value: | |||
Intangible assets acquired | $ 766 | $ 793 | |
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 | |
Outdoor Lifestyle Retail Businesses | |||
Assets (liabilities) acquired (assumed) at fair value: | |||
Cash and cash equivalents | $ 591 | ||
Accounts receivable, net | 174 | ||
Inventory, net | $ 4,599 | 50,171 | |
Prepaid expenses and other assets | 77 | 1,262 | |
Property and equipment, net | 416 | 10,311 | |
Accounts payable | (9,965) | ||
Accrued liabilities | (359) | (2,438) | |
Other liabilities | (4,098) | ||
Total tangible net assets acquired | 4,733 | 46,008 | |
Intangible assets acquired | 318 | 35,561 | |
Goodwill | 3,579 | 36,467 | |
Purchase price | 8,630 | 118,036 | |
Cash and cash equivalents acquired | (591) | ||
Cash paid for acquisition, net of cash acquired | $ 8,630 | 111,725 | |
Non-cash consideration | (5,720) | ||
Outdoor Lifestyle Retail Businesses | Membership and customer lists | |||
Assets (liabilities) acquired (assumed) at fair value: | |||
Intangible assets acquired | 500 | ||
Estimated life (in years) | 6 years | ||
Outdoor Lifestyle Retail Businesses | Trademarks and trade names | |||
Assets (liabilities) acquired (assumed) at fair value: | |||
Intangible assets acquired | $ 318 | 28,987 | |
Estimated life (in years) | 15 years | ||
Outdoor Lifestyle Retail Businesses | Websites | |||
Assets (liabilities) acquired (assumed) at fair value: | |||
Intangible assets acquired | $ 6,074 | ||
Estimated life (in years) | 10 years |
Acquisitions - Goodwill, Revenu
Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Assets Or Stock Of Multiple Dealership Locations Acquired | ||
Acquisitions | ||
Goodwill for tax purposes | $ 30.8 | $ 158.8 |
Revenue | 91.1 | 300.8 |
Pre-tax income (loss) | 4.2 | 14.2 |
Outdoor Lifestyle Retail Businesses | ||
Acquisitions | ||
Goodwill for tax purposes | 3.6 | 36.5 |
Revenue | 14.7 | 64.5 |
Pre-tax income (loss) | $ 28.8 | |
Outdoor Lifestyle Retail Businesses | Maximum | ||
Acquisitions | ||
Pre-tax income (loss) | $ 0.1 |
Acquisitions - Purchase Price (
Acquisitions - Purchase Price (Details) $ in Thousands | Apr. 19, 2018USD ($) | Jan. 30, 2018USD ($) | Oct. 19, 2017USD ($) | Sep. 22, 2017USD ($) | Aug. 17, 2017USD ($) | May 26, 2017USD ($)storelease | Dec. 31, 2018USD ($)storelocation | Dec. 31, 2017USD ($)location | May 25, 2017store | Dec. 31, 2016location |
Acquisitions | ||||||||||
Number of locations | location | 227 | 153 | 122 | |||||||
Letters of credit | $ 14,000 | $ 12,200 | ||||||||
Assets Or Stock Of Multiple Dealership Locations Acquired | ||||||||||
Acquisitions | ||||||||||
Purchase Price | $ 93,258 | $ 281,231 | ||||||||
Gander Mountain and Overton's | ||||||||||
Acquisitions | ||||||||||
Purchase Price | $ 35,400 | |||||||||
Liability incurred/extinguished with acquisition | 1,100 | |||||||||
Gander Mountain | ||||||||||
Acquisitions | ||||||||||
Liability incurred/extinguished with acquisition | $ 1,100 | |||||||||
Number of stores rebranded as Gander Outdoors | store | 60 | |||||||||
Overton's | ||||||||||
Acquisitions | ||||||||||
Number of locations | store | 2 | |||||||||
Number of stores closed | store | 2 | |||||||||
TheHouse.com | ||||||||||
Acquisitions | ||||||||||
Liability incurred/extinguished with acquisition | $ 35,300 | |||||||||
Cash paid for acquisition | 30,000 | |||||||||
Non-cash consideration - Class A shares issued | $ 5,700 | |||||||||
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 | |||||||||
Erehwon | ||||||||||
Acquisitions | ||||||||||
Cash paid for acquisition | $ 3,500 | |||||||||
Rock Creek | ||||||||||
Acquisitions | ||||||||||
Cash paid for acquisition | $ 5,200 | |||||||||
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 |
Statements of Cash Flows (Detai
Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash paid during the period for: | |||
Interest | $ 94,591 | $ 65,202 | $ 61,889 |
Income taxes | 17,683 | 35,432 | 1,622 |
Non-cash investing activities: | |||
Derecognized property and equipment for leases that qualified as operating leases after completion of construction | (4,628) | (19,958) | |
Property and equipment acquired through third party capital lease arrangements | 2,007 | ||
Leasehold improvements paid by lessor | 27,022 | 4,908 | |
Vehicles transferred to property and equipment from inventory | 919 | 1,555 | 530 |
Portion of acquisition purchase price paid through issuance of Class A common stock | 5,720 | ||
Derecognition of non-tenant improvements | 8,134 | ||
Capital expenditures in accounts payable and accrued liabilities | 8,441 | 6,721 | 2,803 |
Non-cash financing activities: | |||
Derecognized right to use liabilities for leases that qualified as operating leases after completion of construction | (4,900) | (20,056) | |
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) | ||
Pa value of Class A common stock issued in exchange for common units in CWGS, LLC | 3 | 130 | |
Par value of Class A common stock issued for vested restricted stock units | 3 | ||
Par value of Class A common stock repurchased for withholding taxes on vested RSUs | $ (1) | ||
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Minimum age to participate in 401(k) plan | 18 years | ||
Contribution expenses | $ 0 | $ 0 | $ 0.9 |
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, 2018 | 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 | 37,192,364 | 36,749,072 | |||
Ownership interest | 22.60% | 41.90% | 41.50% | 22.60% | |
Continuing Equity Owners | CWGS, LLC | |||||
Common Stock | |||||
Units held | 51,675,009 | 51,890,495 | |||
Percentage of ownership | 77.40% | 58.10% | 58.50% | ||
Class A common stock | |||||
Common Stock | |||||
Common stock, outstanding | 37,192,364 | 36,749,072 | 18,936,000 | 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 | 50,706,629 | 50,836,629 | 62,003,000 | 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, 2018$ / sharesshares | Dec. 31, 2017$ / 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 | 250,000,000 | 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, 2018 | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 10, 2016 |
IPO | ||||||||||||
Proceeds from issuance of common stock | $ 16,000,000 | |||||||||||
Proceeds from short-swing profit disgorgement | $ 557,000 | |||||||||||
M L Acquisition Company LLC And M L Related Parties | ||||||||||||
IPO | ||||||||||||
Proceeds from short-swing profit disgorgement | $ 557,000 | |||||||||||
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 | 37,192,364 | 36,749,072 | 18,936,000 | 18,935,916 | ||||||||
Proceeds from issuance of common stock | $ 106,600,000 | |||||||||||
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 | 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 | 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 | Crestview Advisors LLC | ||||||||||||
IPO | ||||||||||||
Shares sold that were previously held | 104 | 715 | ||||||||||
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 | 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 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 B common stock | ||||||||||||
IPO | ||||||||||||
Common stock, outstanding | 50,706,629 | 50,836,629 | 62,003,000 | 62,002,729 | ||||||||
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 | 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 | October 2017 Selling Stockholders | ||||||||||||
IPO | ||||||||||||
Consideration for redemption of shares | $ 0 | |||||||||||
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Summarizes the effects of change in ownership: | ||||||||||||
Net income attributable to Camping World Holdings, Inc. | $ (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | $ (15,830) | $ 19,246 | $ 19,064 | $ 7,373 | $ 10,398 | $ 29,853 | $ 188,885 | |
Transfers to non-controlling interests: | ||||||||||||
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests | 14,365 | 116,006 | (69,105) | |||||||||
Class A common stock | ||||||||||||
Transfers to non-controlling interests: | ||||||||||||
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs | (1,364) | |||||||||||
Additional Paid-in Capital | ||||||||||||
Transfers to non-controlling interests: | ||||||||||||
Decrease in additional paid-in capital as a result of the Reorganization Transactions | (23,504) | |||||||||||
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 | (86) | (970) | ||||||||||
Increase in additional paid-in capital as a result of the vesting of restricted stock units | 881 | 257 | ||||||||||
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC | $ 4,536 | $ 177,747 | ||||||||||
CWGS, LLC | ||||||||||||
Non-Controlling Interests | ||||||||||||
LLC outstanding | 70,000 | 88,867,373 | 88,639,567 | 88,867,373 | 88,639,567 | |||||||
CWH | CWGS, LLC | ||||||||||||
Non-Controlling Interests | ||||||||||||
Units held | 37,192,364 | 36,749,072 | 37,192,364 | 36,749,072 | ||||||||
Ownership interest | 22.60% | 41.90% | 41.50% | 22.60% | ||||||||
Continuing Equity Owners | CWGS, LLC | ||||||||||||
Non-Controlling Interests | ||||||||||||
Units held | 51,675,009 | 51,890,495 | 51,675,009 | 51,890,495 | ||||||||
Percentage of ownership | 77.40% | 58.10% | 58.50% | 58.10% | 58.50% |
Equity-based Compensation Pla_3
Equity-based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity-based compensation expense: | |||
Equity based compensation expense | $ 14,088 | $ 5,109 | $ 1,597 |
Total income tax benefit recognized related to equity-based compensation | 1,350 | 619 | 125 |
Costs applicable to revenue | |||
Equity-based compensation expense: | |||
Equity based compensation expense | 820 | 386 | 90 |
Selling, general, and administrative | |||
Equity-based compensation expense: | |||
Equity based compensation expense | $ 13,268 | $ 4,723 | $ 1,507 |
Equity-based Compensation Pla_4
Equity-based Compensation Plans - CWGS LLC Plan (Details) | Oct. 06, 2016shares | Apr. 04, 2016USD ($)shares | Jan. 01, 2016shares | Apr. 30, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2012 |
Share-based Compensation Plans | ||||||||
Share based compensation expense | $ 14,088,000 | $ 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 | |||||||
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 | 15,556 | 0 | ||||||
Outstanding (in units) | shares | 13,793 | 15,556 | 0 | |||||
Share based compensation expense | $ 900,000 | |||||||
Units issued in exchange | shares | 5,877,513 | |||||||
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 Pla_5
Equity-based Compensation Plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Plans | ||||
Aggregate Intrinsic Value - Outstanding | $ 0.1 | $ 1.7 | ||
Actual tax benefit for the tax deductions from the exercise of stock options | $ 0.3 | |||
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 | |||
Stock Options | ||||
Outstanding at December 31, 2017 (in shares) | 953,000 | |||
Exercised (in shares) | (7,000) | 0 | ||
Forfeited (in shares) | (61,000) | |||
Outstanding at December 31, 2018 (in shares) | 885,000 | 953,000 | ||
Options exercisable at December 31, 2018 (in shares) | 409,000 | |||
Weighted Average Exercise Price | ||||
Outstanding at December 31, 2016 (per share) | $ 21.86 | |||
Exercised (per share) | 22 | |||
Forfeited (per share) | 22 | |||
Outstanding at December 31, 2018 (per share) | 21.85 | $ 21.86 | ||
Options exercisable at December 31, 2018 (per share) | $ 21.86 | |||
Stock options additional information | ||||
Weighted Average Remaining Contractual Life - Outstanding (in years) | 7 years 8 months 12 days | |||
Weighted Average Remaining Contractual Life - Exercisable (in years) | 7 years 7 months 6 days | |||
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 | $ 3 | |||
Unrecognized compensation costs recognition period (in years) | 1 year 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 | $ 42 | |||
Unrecognized compensation costs recognition period (in years) | 3 years 3 months 18 days | |||
2016 Plan | Restricted Stock Units (RSUs) | Non-employee Directors | ||||
Share-based Compensation Plans | ||||
Vesting period | 3 years |
Equity-based Compensation Pla_6
Equity-based Compensation Plans - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Plans | |||||
Intrinsic value of unvested units | $ 5.6 | $ 1.3 | |||
Actual tax benefit for the tax deductions from the vesting of restricted stock units | $ 0.7 | $ 0.3 | |||
2016 Plan | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Plans | |||||
Weighted average grant date fair value (per share) | $ 37.65 | $ 37.65 | $ 32.42 | $ 37.65 | |
Grant date fair value (per unit) | $ 25.73 | $ 39.10 | $ 21.37 | ||
Intrinsic value of unvested units | $ 16.4 | ||||
Unrecognized compensation costs | $ 42 | ||||
Unrecognized compensation costs recognition period (in years) | 3 years 3 months 18 days | ||||
Exercised (in shares) | 0 | ||||
Restricted Stock Units | |||||
Outstanding at December 31, 2017 (in shares) | 1,247,000 | ||||
Granted (in shares) | 725,000 | ||||
Vested (in shares) | (298,000) | ||||
Forfeited (in shares) | (248,000) | ||||
Outstanding at June 30, 2018 (in shares) | 1,426,000 | 1,247,000 | |||
Weighted Average Grant Date Fair Value | |||||
Outstanding at December 31, 2017 (per share) | $ 37.65 | ||||
Granted (per share) | 25.73 | $ 39.10 | $ 21.37 | ||
Vested (per share) | 36.15 | ||||
Forfeited (per share) | 34.70 | ||||
Outstanding at December 31, 2018 (per share) | $ 32.42 | $ 37.65 |
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 06, 2016 | ||||
Numerator: | |||||||||||||||
Net income | $ (71,254) | $ 46,155 | $ 77,132 | $ 13,548 | $ (3,911) | $ 82,323 | $ 103,606 | $ 48,674 | $ 65,581 | $ 230,692 | $ 198,476 | ||||
Less: net income attributable to non-controlling interests | $ (32,032) | $ (52,350) | $ (11,727) | $ (11,919) | $ (63,077) | $ (84,542) | $ (41,301) | (55,183) | $ (200,839) | $ (9,591) | |||||
Denominator: | |||||||||||||||
Earnings per share of Class A common stock - basic | $ 1.12 | $ 0.08 | |||||||||||||
Earnings per share of Class A common stock - diluted | $ 1.12 | $ 0.07 | |||||||||||||
Class A common stock | |||||||||||||||
Numerator: | |||||||||||||||
Net income | 65,581 | $ 230,692 | $ 11,113 | ||||||||||||
Less: net income attributable to non-controlling interests | (55,183) | (200,839) | (9,591) | ||||||||||||
Net income attributable to Camping World Holdings, Inc. - basic | 10,398 | 29,853 | 1,522 | ||||||||||||
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 | 14,240 | 3,942 | |||||||||||||
Net income attributable to Camping World Holdings, Inc. - diluted | $ 24,638 | $ 29,853 | $ 5,464 | ||||||||||||
Denominator: | |||||||||||||||
Weighted-average shares of Class A common stock outstanding - basic | 36,985,000 | 26,622,000 | 18,766,000 | ||||||||||||
Dilutive opitons to purchase Class A common stock | 78,000 | ||||||||||||||
Dilutive restricted stock units | 83,000 | ||||||||||||||
Dilutive common units of CWGS, LLC that are convertible into Class A common stock | 51,732,000 | 64,836,000 | |||||||||||||
Weighted-average shares of Class A common stock outstanding - diluted | 88,878,000 | 26,622,000 | 83,602,000 | ||||||||||||
Earnings per share of Class A common stock - basic | $ (0.82) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.39 | $ 0.28 | [1] | $ 1.12 | [1] | $ 0.08 | [1] | |
Earnings per share of Class A common stock - diluted | $ (0.83) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.37 | $ 0.28 | [1] | $ 1.12 | [1] | $ 0.07 | [1] | |
Class A common stock | Stock Option | |||||||||||||||
Denominator: | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 681,000 | 1,063,000 | 1,099,000 | ||||||||||||
Class A common stock | Restricted Stock Units (RSUs) | |||||||||||||||
Denominator: | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,037,000 | 393,000 | 133,000 | ||||||||||||
CWGS, LLC | |||||||||||||||
Preferred units outstanding (in units) | 88,867,373 | 88,639,567 | 88,867,373 | 88,639,567 | 70,000 | ||||||||||
Quarterly preferred returns | $ 2,100 | ||||||||||||||
CWGS, LLC | Class A common stock | Common Units | |||||||||||||||
Denominator: | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 59,995,000 | ||||||||||||||
[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. |
Segments Information - General
Segments Information - General Information (Details) - segment | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segments Information | ||
Number of reportable segments | 3 | 2 |
Retail | ||
Segments Information | ||
Number of segments separated into | 2 |
Segments Information - Revenue
Segments Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segments Information | |||||||||||
Revenue | $ 982,393 | $ 1,309,486 | $ 1,441,477 | $ 1,058,661 | $ 887,986 | $ 1,233,933 | $ 1,277,337 | $ 880,574 | $ 4,792,017 | $ 4,279,830 | $ 3,516,307 |
Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (144,591) | (129,398) | (124,735) | ||||||||
As Reported | |||||||||||
Segments Information | |||||||||||
Revenue | 1,312,727 | 1,445,176 | 1,061,566 | 888,992 | 1,235,602 | 1,279,026 | 881,635 | 4,285,255 | 3,518,997 | ||
Adjustment | |||||||||||
Segments Information | |||||||||||
Revenue | (3,241) | (3,699) | (2,905) | (1,006) | (1,669) | (1,689) | (1,061) | (5,425) | (2,690) | ||
Consumer services and plans | |||||||||||
Segments Information | |||||||||||
Revenue | 214,052 | 195,614 | 184,773 | ||||||||
Consumer services and plans | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (1,981) | (1,486) | (2,095) | ||||||||
New vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 2,512,854 | 2,435,928 | 1,862,195 | ||||||||
New vehicles | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (7,161) | (6,229) | (3,987) | ||||||||
Used vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 732,017 | 668,860 | 703,326 | ||||||||
Used vehicles | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (2,921) | (3,025) | (2,567) | ||||||||
Dealership parts, services and other | |||||||||||
Segments Information | |||||||||||
Revenue | 71,607 | 74,468 | 63,949 | 61,312 | 66,847 | 65,554 | 53,185 | 279,438 | 246,898 | 220,422 | |
Dealership parts, services and other | As Reported | |||||||||||
Segments Information | |||||||||||
Revenue | 71,607 | 74,200 | 64,217 | 61,312 | 66,847 | 65,554 | 53,185 | ||||
Dealership parts, services and other | Adjustment | |||||||||||
Segments Information | |||||||||||
Revenue | 268 | (268) | |||||||||
Finance and insurance, net | |||||||||||
Segments Information | |||||||||||
Revenue | 106,218 | 120,205 | 89,100 | 63,821 | 99,189 | 98,617 | 64,982 | 383,711 | 326,609 | 225,994 | |
Finance and insurance, net | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (10,503) | (7,379) | (5,867) | ||||||||
Finance and insurance, net | As Reported | |||||||||||
Segments Information | |||||||||||
Revenue | 109,459 | 124,060 | 91,849 | 64,827 | 100,858 | 100,306 | 66,043 | 332,034 | 228,684 | ||
Finance and insurance, net | Adjustment | |||||||||||
Segments Information | |||||||||||
Revenue | (3,241) | (3,855) | (2,749) | (1,006) | (1,669) | (1,689) | (1,061) | (5,425) | (2,690) | ||
Retail | |||||||||||
Segments Information | |||||||||||
Revenue | 184,543 | 175,891 | 100,203 | 51,096 | 46,169 | 48,103 | 50,246 | ||||
Retail | As Reported | |||||||||||
Segments Information | |||||||||||
Revenue | $ 184,543 | 176,003 | 100,091 | $ 51,096 | $ 46,169 | $ 48,103 | $ 50,246 | ||||
Retail | Adjustment | |||||||||||
Segments Information | |||||||||||
Revenue | $ (112) | $ 112 | |||||||||
Consumer services and plans | |||||||||||
Segments Information | |||||||||||
Revenue | 214,052 | 195,614 | 184,773 | ||||||||
Consumer services and plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 216,033 | 197,100 | 186,868 | ||||||||
Consumer services and plans | Consumer services and plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 216,033 | 197,100 | 186,868 | ||||||||
Dealership | |||||||||||
Segments Information | |||||||||||
Revenue | 3,694,928 | 3,024,358 | |||||||||
Dealership | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 3,928,605 | 3,694,928 | 3,024,358 | ||||||||
Dealership | As Reported | |||||||||||
Segments Information | |||||||||||
Revenue | 3,700,353 | 3,027,048 | |||||||||
Dealership | Adjustment | |||||||||||
Segments Information | |||||||||||
Revenue | (5,425) | (2,690) | |||||||||
Dealership | New vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 2,512,854 | 2,435,928 | 1,862,195 | ||||||||
Dealership | New vehicles | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 2,520,015 | 2,442,157 | 1,866,182 | ||||||||
Dealership | Used vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 732,017 | 668,860 | 703,326 | ||||||||
Dealership | Used vehicles | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 734,938 | 671,885 | 705,893 | ||||||||
Dealership | Dealership parts, services and other | |||||||||||
Segments Information | |||||||||||
Revenue | 279,438 | 246,898 | 220,422 | ||||||||
Dealership | Dealership parts, services and other | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 279,438 | 246,898 | 220,422 | ||||||||
Dealership | Finance and insurance, net | |||||||||||
Segments Information | |||||||||||
Revenue | 383,711 | 326,609 | 225,994 | ||||||||
Dealership | Finance and insurance, net | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 394,214 | 333,988 | 231,861 | ||||||||
Retail | |||||||||||
Segments Information | |||||||||||
Revenue | 669,945 | 405,921 | 319,597 | ||||||||
Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 791,970 | 517,200 | 429,816 | ||||||||
Retail | Retail | |||||||||||
Segments Information | |||||||||||
Revenue | 669,945 | 405,921 | 319,597 | ||||||||
Retail | Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 791,970 | 517,200 | 429,816 | ||||||||
Retail | Retail | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | $ (122,025) | (111,279) | (110,219) | ||||||||
Dealership and Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 4,100 | 3,300 | |||||||||
Dealership and Retail | As Reported | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 4,100 | 3,300 | |||||||||
Dealership and Retail | Adjustment | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | $ 5,400 | $ 2,700 |
Segments Information - Segment
Segments Information - Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segments Information | |||||||||||
Total segment income | $ (43,023) | $ 80,663 | $ 117,704 | $ 45,671 | $ 43,285 | $ 108,995 | $ 134,832 | $ 68,843 | $ 201,015 | $ 355,955 | $ 276,500 |
Selling, general, and administrative expense | (278,329) | (283,096) | (246,313) | (213,052) | (236,174) | (228,444) | (175,490) | (1,069,359) | (853,160) | (691,884) | |
Depreciation and amortization | (49,322) | (31,545) | (24,695) | ||||||||
Other interest expense, net | (63,329) | (42,959) | (48,318) | ||||||||
Tax Receivable Agreement liability adjustment | 100,837 | (96) | 17 | (1,324) | 100,758 | ||||||
Loss and expense on debt restructure | (2,056) | (849) | (6,270) | ||||||||
Income before income taxes | 56,055 | 91,394 | 20,413 | 123,287 | 90,474 | 117,687 | 54,154 | 96,371 | 385,602 | 204,276 | |
As Reported | |||||||||||
Segments Information | |||||||||||
Total segment income | 83,904 | 120,226 | 49,753 | 44,291 | 110,664 | 136,521 | 69,904 | 361,380 | 279,190 | ||
Selling, general, and administrative expense | (278,329) | (284,295) | (245,114) | (213,052) | (236,174) | (228,444) | (175,490) | ||||
Tax Receivable Agreement liability adjustment | 99,766 | (96) | 17 | 99,687 | |||||||
Income before income taxes | 59,295 | 93,917 | 24,495 | 123,222 | 92,142 | 119,377 | 55,215 | 389,956 | 206,966 | ||
Adjustment | |||||||||||
Segments Information | |||||||||||
Total segment income | (3,241) | (2,522) | (4,082) | (1,006) | (1,669) | (1,689) | (1,061) | (5,425) | (2,690) | ||
Selling, general, and administrative expense | 1,199 | (1,199) | |||||||||
Tax Receivable Agreement liability adjustment | 1,071 | 1,071 | |||||||||
Income before income taxes | $ (3,240) | $ (2,523) | $ (4,082) | $ 65 | $ (1,668) | $ (1,690) | $ (1,061) | (4,354) | (2,690) | ||
Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 219,223 | 365,570 | 287,941 | ||||||||
Depreciation and amortization | (48,734) | (31,545) | (24,695) | ||||||||
Other interest expense, net | (8,077) | (5,881) | (5,414) | ||||||||
Income before income taxes | 365,570 | 287,941 | |||||||||
Operating Segments | As Reported | |||||||||||
Segments Information | |||||||||||
Income before income taxes | 370,995 | 290,631 | |||||||||
Operating Segments | Adjustment | |||||||||||
Segments Information | |||||||||||
Income before income taxes | (5,425) | (2,690) | |||||||||
Corporate & other | |||||||||||
Segments Information | |||||||||||
Selling, general, and administrative expense | (6,821) | (5,373) | (4,382) | ||||||||
Depreciation and amortization | (588) | ||||||||||
Other interest expense, net | (55,252) | (37,078) | (42,904) | ||||||||
Consumer services and plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 110,517 | 98,371 | 89,046 | ||||||||
Depreciation and amortization | (3,435) | (3,688) | (3,780) | ||||||||
Other interest expense, net | (4) | 2 | (19) | ||||||||
Dealership | |||||||||||
Segments Information | |||||||||||
Income before income taxes | 290,607 | 198,840 | |||||||||
Dealership | As Reported | |||||||||||
Segments Information | |||||||||||
Income before income taxes | 296,032 | 201,530 | |||||||||
Dealership | Adjustment | |||||||||||
Segments Information | |||||||||||
Income before income taxes | (5,425) | (2,690) | |||||||||
Dealership | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 265,824 | 290,607 | 198,840 | ||||||||
Depreciation and amortization | (17,124) | (13,792) | (11,679) | ||||||||
Other interest expense, net | (4,858) | (3,775) | (3,562) | ||||||||
Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | (157,118) | (23,408) | 55 | ||||||||
Depreciation and amortization | 28,175 | 14,065 | 9,236 | ||||||||
Other interest expense, net | $ (3,215) | (2,108) | (1,833) | ||||||||
Retail | Operating Segments | Adjustment | |||||||||||
Segments Information | |||||||||||
Total segment income | 5,400 | ||||||||||
Dealership and Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 267,200 | 198,900 | |||||||||
Dealership and Retail | Operating Segments | As Reported | |||||||||||
Segments Information | |||||||||||
Total segment income | $ 272,600 | 201,600 | |||||||||
Dealership and Retail | Operating Segments | Adjustment | |||||||||||
Segments Information | |||||||||||
Total segment income | $ 2,700 |
Segments Information - Deprecia
Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segments Information | |||
Depreciation and amortization | $ 49,322 | $ 31,545 | $ 24,695 |
Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 48,734 | 31,545 | 24,695 |
Corporate & other | |||
Segments Information | |||
Depreciation and amortization | 588 | ||
Consumer services and plans | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 3,435 | 3,688 | 3,780 |
Dealership | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 17,124 | 13,792 | 11,679 |
Retail | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | $ (28,175) | $ (14,065) | $ (9,236) |
Segments Information - Other In
Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segments Information | |||
Other interest expense, net | $ 63,329 | $ 42,959 | $ 48,318 |
Operating Segments | |||
Segments Information | |||
Other interest expense, net | 8,077 | 5,881 | 5,414 |
Corporate & other | |||
Segments Information | |||
Other interest expense, net | 55,252 | 37,078 | 42,904 |
Consumer services and plans | Operating Segments | |||
Segments Information | |||
Other interest expense, net | 4 | (2) | 19 |
Dealership | Operating Segments | |||
Segments Information | |||
Other interest expense, net | 4,858 | 3,775 | 3,562 |
Retail | Operating Segments | |||
Segments Information | |||
Other interest expense, net | $ 3,215 | $ 2,108 | $ 1,833 |
Segments Information - Assets (
Segments Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Segments Information | |||
Assets | $ 2,806,687 | $ 2,567,026 | $ 1,456,061 |
Adjustment | |||
Segments Information | |||
Assets | 5,549 | ||
Operating Segments | |||
Segments Information | |||
Assets | 2,613,531 | 2,259,069 | 1,381,645 |
Corporate & other | |||
Segments Information | |||
Assets | 193,156 | 307,957 | 74,416 |
Consumer services and plans | Operating Segments | |||
Segments Information | |||
Assets | 174,623 | 180,295 | 152,689 |
Dealership | Operating Segments | |||
Segments Information | |||
Assets | 1,736,525 | 1,718,228 | 1,081,638 |
Retail | Operating Segments | |||
Segments Information | |||
Assets | $ 702,383 | 360,546 | 147,318 |
Retail | Operating Segments | Adjustment | |||
Segments Information | |||
Assets | 200 | 200 | |
Retail | Corporate & other | Adjustment | |||
Segments Information | |||
Assets | $ 5,300 | $ 0 |
Segment Information - Capital E
Segment Information - Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segments Information | |||
Capital expenditures | $ 254,359 | $ 80,771 | $ 56,943 |
Consumer services and plans | Operating Segments | |||
Segments Information | |||
Capital expenditures | 2,741 | 3,358 | 3,136 |
Dealership | Operating Segments | |||
Segments Information | |||
Capital expenditures | 91,961 | 43,588 | 42,506 |
Retail | Operating Segments | |||
Segments Information | |||
Capital expenditures | $ 159,657 | $ 33,825 | $ 11,301 |
Segments Information - Restatem
Segments Information - Restatement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segments Information | |||||||||||
Revenue | $ 982,393 | $ 1,309,486 | $ 1,441,477 | $ 1,058,661 | $ 887,986 | $ 1,233,933 | $ 1,277,337 | $ 880,574 | $ 4,792,017 | $ 4,279,830 | $ 3,516,307 |
Income before income taxes | 56,055 | 91,394 | 20,413 | 123,287 | 90,474 | 117,687 | 54,154 | 96,371 | 385,602 | 204,276 | |
Operating Segments | |||||||||||
Segments Information | |||||||||||
Income before income taxes | 365,570 | 287,941 | |||||||||
Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (144,591) | (129,398) | (124,735) | ||||||||
As Reported | |||||||||||
Segments Information | |||||||||||
Revenue | 1,312,727 | 1,445,176 | 1,061,566 | 888,992 | 1,235,602 | 1,279,026 | 881,635 | 4,285,255 | 3,518,997 | ||
Income before income taxes | 59,295 | 93,917 | 24,495 | 123,222 | 92,142 | 119,377 | 55,215 | 389,956 | 206,966 | ||
As Reported | Operating Segments | |||||||||||
Segments Information | |||||||||||
Income before income taxes | 370,995 | 290,631 | |||||||||
Adjustment | |||||||||||
Segments Information | |||||||||||
Revenue | (3,241) | (3,699) | (2,905) | (1,006) | (1,669) | (1,689) | (1,061) | (5,425) | (2,690) | ||
Income before income taxes | (3,240) | (2,523) | (4,082) | 65 | (1,668) | (1,690) | (1,061) | (4,354) | (2,690) | ||
Adjustment | Operating Segments | |||||||||||
Segments Information | |||||||||||
Income before income taxes | (5,425) | (2,690) | |||||||||
Dealership parts, services and other | |||||||||||
Segments Information | |||||||||||
Revenue | 71,607 | 74,468 | 63,949 | 61,312 | 66,847 | 65,554 | 53,185 | 279,438 | 246,898 | 220,422 | |
Dealership parts, services and other | As Reported | |||||||||||
Segments Information | |||||||||||
Revenue | $ 71,607 | 74,200 | 64,217 | $ 61,312 | $ 66,847 | $ 65,554 | $ 53,185 | ||||
Dealership parts, services and other | Adjustment | |||||||||||
Segments Information | |||||||||||
Revenue | $ 268 | $ (268) | |||||||||
Dealership | |||||||||||
Segments Information | |||||||||||
Revenue | 3,694,928 | 3,024,358 | |||||||||
Income before income taxes | 290,607 | 198,840 | |||||||||
Dealership | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 3,928,605 | 3,694,928 | 3,024,358 | ||||||||
Dealership | As Reported | |||||||||||
Segments Information | |||||||||||
Revenue | 3,700,353 | 3,027,048 | |||||||||
Income before income taxes | 296,032 | 201,530 | |||||||||
Dealership | Adjustment | |||||||||||
Segments Information | |||||||||||
Revenue | (5,425) | (2,690) | |||||||||
Income before income taxes | (5,425) | (2,690) | |||||||||
Dealership | Dealership parts, services and other | |||||||||||
Segments Information | |||||||||||
Revenue | 279,438 | 246,898 | 220,422 | ||||||||
Dealership | Dealership parts, services and other | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | $ 279,438 | $ 246,898 | $ 220,422 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Goodwill impairment | $ 40,046 | |||||||||||||
Quarterly Financial Information | ||||||||||||||
Revenue | $ 982,393 | $ 1,309,486 | $ 1,441,477 | $ 1,058,661 | $ 887,986 | $ 1,233,933 | $ 1,277,337 | $ 880,574 | 4,792,017 | $ 4,279,830 | $ 3,516,307 | |||
Income from operations | (43,023) | 80,663 | 117,704 | 45,671 | 43,285 | 108,995 | 134,832 | 68,843 | 201,015 | 355,955 | 276,500 | |||
Net income (loss) | (71,254) | 46,155 | 77,132 | 13,548 | (3,911) | 82,323 | 103,606 | 48,674 | 65,581 | 230,692 | 198,476 | |||
Net income attributable to Camping World Holdings, Inc. | $ (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | $ (15,830) | $ 19,246 | $ 19,064 | $ 7,373 | 10,398 | $ 29,853 | $ 188,885 | |||
Earnings per share of Class A common stock: | ||||||||||||||
Basic | $ 1.12 | $ 0.08 | ||||||||||||
Diluted | $ 1.12 | $ 0.07 | ||||||||||||
Class A common stock | ||||||||||||||
Quarterly Financial Information | ||||||||||||||
Net income (loss) | $ 65,581 | $ 230,692 | $ 11,113 | |||||||||||
Earnings per share of Class A common stock: | ||||||||||||||
Basic | $ (0.82) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.39 | $ 0.28 | [1] | $ 1.12 | [1] | $ 0.08 | [1] |
Diluted | $ (0.83) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.37 | $ 0.28 | [1] | $ 1.12 | [1] | $ 0.07 | [1] |
Retail | ||||||||||||||
Goodwill impairment | $ 40,000 | |||||||||||||
[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. |
Quarterly Financial Informati_4
Quarterly Financial Information (Unaudited) - Restatement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Statement of income | ||||||||||||||
Revenue | $ 982,393 | $ 1,309,486 | $ 1,441,477 | $ 1,058,661 | $ 887,986 | $ 1,233,933 | $ 1,277,337 | $ 880,574 | $ 4,792,017 | $ 4,279,830 | $ 3,516,307 | |||
Costs applicable to revenue | 936,472 | 1,029,034 | 756,768 | 622,377 | 880,387 | 906,446 | 629,706 | 3,429,085 | 3,038,916 | 2,522,574 | ||||
Selling, general, and administrative | 278,329 | 283,096 | 246,313 | 213,052 | 236,174 | 228,444 | 175,490 | 1,069,359 | 853,160 | 691,884 | ||||
Income from operations | (43,023) | 80,663 | 117,704 | 45,671 | 43,285 | 108,995 | 134,832 | 68,843 | 201,015 | 355,955 | 276,500 | |||
Tax Receivable Agreement liability adjustment | 100,837 | (96) | 17 | (1,324) | 100,758 | |||||||||
Other income (expense), net | 1 | (1) | (104,644) | 29,647 | (72,224) | |||||||||
Income before income taxes | 56,055 | 91,394 | 20,413 | 123,287 | 90,474 | 117,687 | 54,154 | 96,371 | 385,602 | 204,276 | ||||
Income tax (expense) benefit | (9,900) | (14,262) | (6,865) | (127,198) | (8,151) | (14,081) | (5,480) | (30,790) | (154,910) | (5,800) | ||||
Net income | (71,254) | 46,155 | 77,132 | 13,548 | (3,911) | 82,323 | 103,606 | 48,674 | 65,581 | 230,692 | 198,476 | |||
Net income attributable to non-controlling interests | (32,032) | (52,350) | (11,727) | (11,919) | (63,077) | (84,542) | (41,301) | (55,183) | (200,839) | (9,591) | ||||
Net income attributable to Camping World Holdings, Inc. | $ (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | $ (15,830) | $ 19,246 | $ 19,064 | $ 7,373 | 10,398 | $ 29,853 | $ 188,885 | |||
Earnings per share of Class A common stock: | ||||||||||||||
Basic | $ 1.12 | $ 0.08 | ||||||||||||
Diluted | $ 1.12 | $ 0.07 | ||||||||||||
Class A common stock | ||||||||||||||
Statement of income | ||||||||||||||
Net income | 65,581 | $ 230,692 | $ 11,113 | |||||||||||
Net income attributable to non-controlling interests | $ (55,183) | $ (200,839) | $ (9,591) | |||||||||||
Earnings per share of Class A common stock: | ||||||||||||||
Basic | $ (0.82) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.39 | $ 0.28 | [1] | $ 1.12 | [1] | $ 0.08 | [1] |
Diluted | $ (0.83) | $ 0.38 | $ 0.67 | $ 0.05 | $ (0.45) | $ 0.65 | $ 0.83 | $ 0.37 | $ 0.28 | [1] | $ 1.12 | [1] | $ 0.07 | [1] |
Retail | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | $ 184,543 | $ 175,891 | $ 100,203 | $ 51,096 | $ 46,169 | $ 48,103 | $ 50,246 | |||||||
Costs applicable to revenue | 116,664 | 111,833 | 64,167 | 66,782 | 73,907 | 61,031 | 34,201 | |||||||
Dealership parts, services and other | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | 71,607 | 74,468 | 63,949 | 61,312 | 66,847 | 65,554 | 53,185 | $ 279,438 | $ 246,898 | $ 220,422 | ||||
Costs applicable to revenue | 36,503 | 36,233 | 31,635 | 32,614 | 34,923 | 33,920 | 27,394 | |||||||
Finance and insurance, net | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | 106,218 | 120,205 | 89,100 | 63,821 | 99,189 | 98,617 | 64,982 | 383,711 | 326,609 | 225,994 | ||||
Consumer services and plans | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | 214,052 | 195,614 | 184,773 | |||||||||||
Costs applicable to revenue | 21,499 | 20,768 | 22,789 | 20,030 | 20,085 | 20,560 | 21,147 | |||||||
Operating Segments | ||||||||||||||
Statement of income | ||||||||||||||
Income from operations | $ 219,223 | 365,570 | 287,941 | |||||||||||
Income before income taxes | 365,570 | 287,941 | ||||||||||||
As Reported | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | 1,312,727 | 1,445,176 | 1,061,566 | 888,992 | 1,235,602 | 1,279,026 | 881,635 | 4,285,255 | 3,518,997 | |||||
Costs applicable to revenue | 936,472 | 1,029,012 | 756,790 | 622,377 | 880,387 | 906,446 | 629,706 | |||||||
Selling, general, and administrative | 278,329 | 284,295 | 245,114 | 213,052 | 236,174 | 228,444 | 175,490 | |||||||
Income from operations | 83,904 | 120,226 | 49,753 | 44,291 | 110,664 | 136,521 | 69,904 | 361,380 | 279,190 | |||||
Tax Receivable Agreement liability adjustment | 99,766 | (96) | 17 | 99,687 | ||||||||||
Other income (expense), net | 1 | (1) | ||||||||||||
Income before income taxes | 59,295 | 93,917 | 24,495 | 123,222 | 92,142 | 119,377 | 55,215 | 389,956 | 206,966 | |||||
Income tax (expense) benefit | (11,385) | (12,102) | (7,219) | (128,716) | (8,390) | (14,284) | (5,592) | (156,982) | (5,907) | |||||
Net income | 47,910 | 81,815 | 17,276 | (5,494) | 83,752 | 105,093 | 49,623 | 232,974 | 201,059 | |||||
Net income attributable to non-controlling interests | (33,893) | (53,784) | (14,095) | (12,599) | (64,163) | (85,749) | (42,101) | (204,612) | (9,942) | |||||
Net income attributable to Camping World Holdings, Inc. | $ 14,017 | $ 28,031 | $ 3,181 | $ (18,093) | $ 19,589 | $ 19,344 | $ 7,522 | $ 28,362 | $ 191,117 | |||||
Earnings per share of Class A common stock: | ||||||||||||||
Basic | $ 1.07 | $ 0.08 | ||||||||||||
Diluted | $ 1.07 | $ 0.07 | ||||||||||||
As Reported | Class A common stock | ||||||||||||||
Earnings per share of Class A common stock: | ||||||||||||||
Basic | $ 0.38 | $ 0.76 | $ 0.09 | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.40 | |||||||
Diluted | $ 0.38 | $ 0.72 | $ 0.08 | $ (0.52) | $ 0.66 | $ 0.84 | $ 0.38 | |||||||
As Reported | Retail | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | $ 184,543 | $ 176,003 | $ 100,091 | $ 51,096 | $ 46,169 | $ 48,103 | $ 50,246 | |||||||
Costs applicable to revenue | 116,664 | 111,878 | 64,122 | 66,782 | 73,907 | 61,031 | 34,201 | |||||||
As Reported | Dealership parts, services and other | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | 71,607 | 74,200 | 64,217 | 61,312 | 66,847 | 65,554 | 53,185 | |||||||
Costs applicable to revenue | 36,503 | 36,102 | 31,766 | 32,614 | 34,923 | 33,920 | 27,394 | |||||||
As Reported | Finance and insurance, net | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | 109,459 | 124,060 | 91,849 | 64,827 | 100,858 | 100,306 | 66,043 | $ 332,034 | $ 228,684 | |||||
As Reported | Consumer services and plans | ||||||||||||||
Statement of income | ||||||||||||||
Costs applicable to revenue | 21,499 | 20,832 | 22,725 | 20,030 | 20,085 | 20,560 | 21,147 | |||||||
As Reported | Operating Segments | ||||||||||||||
Statement of income | ||||||||||||||
Income before income taxes | 370,995 | 290,631 | ||||||||||||
Adjustment | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | (3,241) | (3,699) | (2,905) | (1,006) | (1,669) | (1,689) | (1,061) | (5,425) | (2,690) | |||||
Costs applicable to revenue | 22 | (22) | ||||||||||||
Selling, general, and administrative | (1,199) | 1,199 | ||||||||||||
Income from operations | (3,241) | (2,522) | (4,082) | (1,006) | (1,669) | (1,689) | (1,061) | (5,425) | (2,690) | |||||
Tax Receivable Agreement liability adjustment | 1,071 | 1,071 | ||||||||||||
Other income (expense), net | (1) | 1 | 1 | (1) | ||||||||||
Income before income taxes | (3,240) | (2,523) | (4,082) | 65 | (1,668) | (1,690) | (1,061) | (4,354) | (2,690) | |||||
Income tax (expense) benefit | 1,485 | (2,160) | 354 | 1,518 | 239 | 203 | 112 | 2,072 | 107 | |||||
Net income | (1,755) | (4,683) | (3,728) | 1,583 | (1,429) | (1,487) | (949) | (2,282) | (2,583) | |||||
Net income attributable to non-controlling interests | 1,861 | 1,434 | 2,368 | 680 | 1,086 | 1,207 | 800 | 3,773 | 351 | |||||
Net income attributable to Camping World Holdings, Inc. | 106 | $ (3,249) | $ (1,360) | $ 2,263 | $ (343) | $ (280) | $ (149) | $ 1,491 | (2,232) | |||||
Earnings per share of Class A common stock: | ||||||||||||||
Basic | $ 0.05 | |||||||||||||
Diluted | $ 0.05 | |||||||||||||
Adjustment | Class A common stock | ||||||||||||||
Earnings per share of Class A common stock: | ||||||||||||||
Basic | $ (0.09) | $ (0.04) | $ 0.07 | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||
Diluted | $ (0.05) | $ (0.03) | $ 0.07 | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||
Adjustment | Retail | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | $ (112) | $ 112 | ||||||||||||
Costs applicable to revenue | (45) | 45 | ||||||||||||
Adjustment | Dealership parts, services and other | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | 268 | (268) | ||||||||||||
Costs applicable to revenue | 131 | (131) | ||||||||||||
Adjustment | Finance and insurance, net | ||||||||||||||
Statement of income | ||||||||||||||
Revenue | $ (3,241) | (3,855) | (2,749) | $ (1,006) | $ (1,669) | $ (1,689) | $ (1,061) | $ (5,425) | (2,690) | |||||
Adjustment | Consumer services and plans | ||||||||||||||
Statement of income | ||||||||||||||
Costs applicable to revenue | $ (64) | $ 64 | ||||||||||||
Adjustment | Operating Segments | ||||||||||||||
Statement of income | ||||||||||||||
Income before income taxes | $ (5,425) | $ (2,690) | ||||||||||||
[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 Financ_2
Schedule I - Condensed Financial Information of Registrant - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||||
Cash and cash equivalents | $ 138,557 | $ 224,163 | ||
Total current assets | 1,888,162 | 1,807,324 | ||
Deferred tax assets, net | 145,943 | $ 152,380 | 152,683 | |
Total assets | 2,806,687 | 2,567,026 | $ 1,456,061 | |
Current liabilities: | ||||
Accrued liabilities | 124,619 | 95,331 | 101,929 | |
Current portion of Tax Receivable Agreement liability | 9,446 | 8,906 | ||
Total current liabilities | 1,305,118 | 1,331,134 | ||
Liabilities under Tax Receivable Agreement, net of current portion | 124,763 | 130,826 | ||
Total liabilities | 2,773,770 | 2,495,263 | ||
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 | 42,520 | |||
Retained earnings | (3,370) | $ 8,929 | 7,619 | |
Total stockholders' equity attributable to Camping World Holdings, Inc. | 44,538 | 50,511 | ||
Total liabilities and stockholders' equity | 2,806,687 | 2,567,026 | ||
Class A common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | 372 | 367 | ||
Class B common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | 5 | 5 | ||
Class C common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | ||||
Additional paid-in capital | 47,531 | 42,520 | ||
Parent Company | Reportable Legal Entities | ||||
Assets | ||||
Cash and cash equivalents | 31,537 | 14,503 | ||
Intercompany receivable | 2,518 | |||
Prepaid income taxes and other | 9,049 | 10,661 | 10,661 | |
Total current assets | 43,104 | 25,164 | ||
Deferred tax assets, net | 144,006 | 150,338 | 150,338 | |
Investment in subsidiaries | (8,363) | 15,054 | 15,054 | |
Total assets | 178,747 | 190,556 | 190,556 | |
Current liabilities: | ||||
Accrued liabilities | 313 | |||
Current portion of Tax Receivable Agreement liability | 9,446 | 8,906 | ||
Total current liabilities | 9,446 | 9,219 | ||
Liabilities under Tax Receivable Agreement, net of current portion | 124,763 | 130,826 | 130,826 | |
Total liabilities | 134,209 | 140,045 | 140,045 | |
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 | 47,531 | 42,520 | 42,520 | |
Retained earnings | (3,370) | 7,619 | 7,619 | |
Total stockholders' equity attributable to Camping World Holdings, Inc. | 44,538 | 50,511 | 50,511 | |
Total liabilities and stockholders' equity | 178,747 | 190,556 | $ 190,556 | |
Parent Company | Reportable Legal Entities | Class A common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | 372 | 367 | ||
Parent Company | Reportable Legal Entities | Class B common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock | 5 | 5 | ||
Parent Company | Reportable Legal Entities | Class C common stock | ||||
Stockholders' equity (deficit) | ||||
Common stock |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of Registrant - Balance Sheet Additional (Details) - $ / shares | Dec. 31, 2018 | 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) | |||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||
Common stock, issued | 37,278,690 | 36,758,233 | |||
Common stock, outstanding | 37,192,364 | 36,749,072 | 18,936,000 | 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 | 50,706,629 | 50,836,629 | 62,003,000 | 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 | ||
Parent Company | Reportable Legal Entities | |||||
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 | |||
Parent Company | Reportable Legal Entities | 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 | 37,278,690 | 36,758,233 | |||
Common stock, outstanding | 37,192,364 | 36,749,072 | |||
Parent Company | Reportable Legal Entities | 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 | 50,706,629 | 50,836,629 | |||
Parent Company | Reportable Legal Entities | 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 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of Registrant - Statement of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||||||||||
Total Revenue | $ 982,393 | $ 1,309,486 | $ 1,441,477 | $ 1,058,661 | $ 887,986 | $ 1,233,933 | $ 1,277,337 | $ 880,574 | $ 4,792,017 | $ 4,279,830 | $ 3,516,307 |
Operating expenses: | |||||||||||
Selling, general, and administrative | 278,329 | 283,096 | 246,313 | 213,052 | 236,174 | 228,444 | 175,490 | 1,069,359 | 853,160 | 691,884 | |
Total operating expenses | 1,161,917 | 884,959 | 717,233 | ||||||||
Income from operations | (43,023) | 80,663 | 117,704 | 45,671 | 43,285 | 108,995 | 134,832 | 68,843 | 201,015 | 355,955 | 276,500 |
Other interest expense, net | 63,329 | 42,959 | 48,318 | ||||||||
Tax Receivable Agreement liability adjustment | 100,837 | (96) | 17 | (1,324) | 100,758 | ||||||
Income before income taxes | 56,055 | 91,394 | 20,413 | 123,287 | 90,474 | 117,687 | 54,154 | 96,371 | 385,602 | 204,276 | |
Income tax expense | (9,900) | (14,262) | (6,865) | (127,198) | (8,151) | (14,081) | (5,480) | (30,790) | (154,910) | (5,800) | |
Net income attributable to Camping World Holdings, Inc. | $ (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | $ (15,830) | $ 19,246 | $ 19,064 | $ 7,373 | 10,398 | 29,853 | 188,885 |
Parent Company | Reportable Legal Entities | |||||||||||
Revenue: | |||||||||||
Intercompany revenue | 7,066 | 4,768 | 1,564 | ||||||||
Total Revenue | 7,066 | 4,768 | 1,564 | ||||||||
Operating expenses: | |||||||||||
Selling, general, and administrative | 7,066 | 4,770 | 1,564 | ||||||||
Total operating expenses | 7,066 | 4,770 | 1,564 | ||||||||
Income from operations | (2) | ||||||||||
Other interest expense, net | (15) | ||||||||||
Tax Receivable Agreement liability adjustment | (1,324) | 100,758 | |||||||||
Equity in net income of subsidiaries | 39,266 | 82,430 | 2,776 | ||||||||
Income before income taxes | 37,927 | 183,186 | 2,776 | ||||||||
Income tax expense | (27,529) | (153,333) | (1,254) | ||||||||
Net income attributable to Camping World Holdings, Inc. | $ 10,398 | $ 29,853 | $ 1,522 |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of Registrant - Cash Flows (Details) - USD ($) $ in Thousands | Jun. 09, 2017 | May 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating activities | |||||||||||||
Net income attributable to Camping World Holdings, Inc. | $ (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | $ (15,830) | $ 19,246 | $ 19,064 | $ 7,373 | $ 10,398 | $ 29,853 | $ 188,885 | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||||
Deferred tax expense | 11,364 | 130,966 | 3,658 | ||||||||||
Tax Receivable Agreement liability adjustment | (100,837) | $ 96 | (17) | 1,324 | (100,758) | ||||||||
Change in assets and liabilities, net of acquisitions: | |||||||||||||
Payment pursuant to Tax Receivable Agreement | (8,914) | (203) | |||||||||||
Net cash provided by (used in) operating activities | 136,292 | (16,315) | 215,775 | ||||||||||
Investing activities | |||||||||||||
Net cash used in investing activities | (292,689) | (468,455) | (115,787) | ||||||||||
Financing activities | |||||||||||||
Proceeds from issuance of common stock | $ 16,000 | ||||||||||||
Dividends on Class A common stock | (22,697) | (22,241) | (1,515) | ||||||||||
Proceeds from exercise of stock options | 153 | 1,728 | |||||||||||
Disgorgement of short-swing profits by Section 16 officer | 557 | ||||||||||||
Net cash (used in) provided by financing activities | 70,791 | 594,737 | (77,817) | ||||||||||
Increase (decrease) in cash and cash equivalents | (85,606) | 109,967 | 22,171 | ||||||||||
Cash and cash equivalents at beginning of the period | 224,163 | 114,196 | 224,163 | 114,196 | 92,025 | ||||||||
Cash and cash equivalents at end of period | 138,557 | 224,163 | 138,557 | 224,163 | 114,196 | ||||||||
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 | ||||||||||||
Parent Company | Reportable Legal Entities | |||||||||||||
Operating activities | |||||||||||||
Net income attributable to Camping World Holdings, Inc. | 10,398 | 29,853 | 1,522 | ||||||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||||
Equity in net income of subsidiaries | (39,266) | (82,430) | (2,776) | ||||||||||
Deferred tax expense | 10,908 | 133,639 | 928 | ||||||||||
Tax Receivable Agreement liability adjustment | 1,324 | (100,758) | |||||||||||
Change in assets and liabilities, net of acquisitions: | |||||||||||||
Intercompany receivables | (2,518) | ||||||||||||
Prepaid income taxes and other assets | 1,464 | (10,656) | |||||||||||
Accounts payable and other accrued assets | (44) | (1,147) | 213 | ||||||||||
Payment pursuant to Tax Receivable Agreement | (8,914) | (203) | |||||||||||
Net cash provided by (used in) operating activities | (26,648) | (31,702) | (113) | ||||||||||
Investing activities | |||||||||||||
Purchases of LLC Interest from CWGS, LLC | (271) | (124,150) | (243,845) | ||||||||||
Distributions received from CWGS, LLC | 65,940 | 66,092 | 3,889 | ||||||||||
Net cash used in investing activities | 65,669 | (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 | (22,697) | (22,241) | (1,515) | ||||||||||
Proceeds from exercise of stock options | 153 | 1,728 | |||||||||||
Disgorgement of short-swing profits by Section 16 officer | 557 | ||||||||||||
Net cash (used in) provided by financing activities | (21,987) | 102,031 | 242,301 | ||||||||||
Increase (decrease) in cash and cash equivalents | 17,034 | 12,271 | 2,232 | ||||||||||
Cash and cash equivalents at beginning of the period | $ 14,503 | $ 2,232 | 14,503 | 2,232 | |||||||||
Cash and cash equivalents at end of period | $ 31,537 | $ 14,503 | $ 31,537 | 14,503 | 2,232 | ||||||||
Parent Company | Reportable Legal Entities | 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 | ||||||||||||
Parent Company | Reportable Legal Entities | Class B common stock | |||||||||||||
Financing activities | |||||||||||||
Proceeds from issuance of common stock | $ 7 |
Schedule I - Condensed Financ_6
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 |
Restatement | |||||||||||||||||||
Decrease in deferred tax asset | $ 43,000 | ||||||||||||||||||
Deferred tax asset | $ 145,943 | $ 152,683 | $ 145,943 | 152,683 | $ 152,380 | ||||||||||||||
Total assets | 2,806,687 | 2,567,026 | 2,806,687 | 2,567,026 | $ 1,456,061 | ||||||||||||||
Accrued liabilities | 124,619 | 101,929 | 124,619 | 101,929 | 95,331 | ||||||||||||||
Liabilities under Tax Receivable Agreement, net of current portion | 124,763 | 130,826 | 124,763 | 130,826 | |||||||||||||||
Total liabilities | 2,773,770 | 2,495,263 | 2,773,770 | 2,495,263 | |||||||||||||||
Additional paid-in capital | 42,520 | 42,520 | |||||||||||||||||
Retained earnings | (3,370) | 7,619 | (3,370) | 7,619 | $ 8,929 | ||||||||||||||
Total stockholders' equity | 44,538 | 50,511 | 44,538 | 50,511 | |||||||||||||||
Total liabilities and stockholders' equity | 2,806,687 | 2,567,026 | 2,806,687 | 2,567,026 | |||||||||||||||
Income tax expense | $ 9,900 | $ 14,262 | $ 6,865 | 127,198 | $ 8,151 | $ 14,081 | $ 5,480 | 30,790 | 154,910 | 5,800 | |||||||||
Net income attributable to Camping World Holdings, Inc. | (30,328) | 14,123 | 24,782 | 1,821 | (15,830) | 19,246 | 19,064 | 7,373 | 10,398 | 29,853 | 188,885 | ||||||||
Deferred tax expense | 11,364 | 130,966 | 3,658 | ||||||||||||||||
Tax receivable agreements liability adjustment | (100,837) | 96 | (17) | 1,324 | (100,758) | ||||||||||||||
Cash paid during the period for: | |||||||||||||||||||
Interest | 94,591 | 65,202 | 61,889 | ||||||||||||||||
Income taxes | (17,683) | (35,432) | (1,622) | ||||||||||||||||
Non-cash investing activities: | |||||||||||||||||||
Portion of acquisition purchase price paid through issuance of Class A common stock | 5,720 | ||||||||||||||||||
Non-cash financing activities: | |||||||||||||||||||
Pa value of Class A common stock issued in exchange for common units in CWGS, LLC | 3 | 130 | |||||||||||||||||
Par value of Class A common stock issued for vested restricted stock units | 3 | ||||||||||||||||||
Par value of Class A common stock repurchased for withholding taxes on vested RSUs | (1) | ||||||||||||||||||
Par value of Class A common stock issued for acquisition | 1 | ||||||||||||||||||
Parent Company | Reportable Legal Entities | |||||||||||||||||||
IPO | |||||||||||||||||||
Proceeds from IPO | 243,809 | ||||||||||||||||||
Basis of Presentation | |||||||||||||||||||
Intercompany revenue | 7,066 | 4,768 | 1,564 | ||||||||||||||||
Intercompany payable | 100 | 100 | |||||||||||||||||
Equity in net income of subsidiaries | 39,266 | 82,430 | 2,776 | ||||||||||||||||
Amount due related to tax receivable agreement | 134,200 | 139,700 | 134,200 | 139,700 | |||||||||||||||
Restatement | |||||||||||||||||||
Prepaid income taxes and other | 9,049 | 10,661 | 9,049 | 10,661 | 10,661 | ||||||||||||||
Deferred tax asset | 144,006 | 150,338 | 144,006 | 150,338 | 150,338 | ||||||||||||||
Investment in subsidiaries | (8,363) | 15,054 | (8,363) | 15,054 | 15,054 | ||||||||||||||
Total assets | 178,747 | 190,556 | 178,747 | 190,556 | 190,556 | ||||||||||||||
Accrued liabilities | 313 | 313 | |||||||||||||||||
Liabilities under Tax Receivable Agreement, net of current portion | 124,763 | 130,826 | 124,763 | 130,826 | 130,826 | ||||||||||||||
Total liabilities | 134,209 | 140,045 | 134,209 | 140,045 | 140,045 | ||||||||||||||
Additional paid-in capital | 47,531 | 42,520 | 47,531 | 42,520 | 42,520 | ||||||||||||||
Retained earnings | (3,370) | 7,619 | (3,370) | 7,619 | 7,619 | ||||||||||||||
Total stockholders' equity | 44,538 | 50,511 | 44,538 | 50,511 | 50,511 | ||||||||||||||
Total liabilities and stockholders' equity | $ 178,747 | 190,556 | 178,747 | 190,556 | 190,556 | ||||||||||||||
Equity in net income of subsidiaries | 39,266 | 82,430 | 2,776 | ||||||||||||||||
Income tax expense | 27,529 | 153,333 | 1,254 | ||||||||||||||||
Net income attributable to Camping World Holdings, Inc. | 10,398 | 29,853 | 1,522 | ||||||||||||||||
Equity in net income of subsidiaries | (39,266) | (82,430) | (2,776) | ||||||||||||||||
Deferred tax expense | 10,908 | 133,639 | 928 | ||||||||||||||||
Tax receivable agreements liability adjustment | 1,324 | (100,758) | |||||||||||||||||
Prepaid income taxes and other assets | 1,464 | (10,656) | |||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||
Expected future payment, as percent of tax benefits (as a percent) | 85.00% | ||||||||||||||||||
Cash paid during the period for: | |||||||||||||||||||
Interest | 15 | ||||||||||||||||||
Income taxes | 14,421 | 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: | |||||||||||||||||||
Pa value of Class A common stock issued in exchange for common units in CWGS, LLC | 3 | 130 | |||||||||||||||||
Par value of Class A common stock issued for vested restricted stock units | 3 | ||||||||||||||||||
Par value of Class A common stock repurchased for withholding taxes on vested RSUs | (1) | ||||||||||||||||||
Par value of Class A common stock issued for acquisition | 1 | ||||||||||||||||||
Parent Company | Consolidation elimination | |||||||||||||||||||
Basis of Presentation | |||||||||||||||||||
Intercompany revenue | 7,100 | 4,800 | 1,600 | ||||||||||||||||
Equity in net income of subsidiaries | 40,500 | 82,000 | 2,900 | ||||||||||||||||
Restatement | |||||||||||||||||||
Equity in net income of subsidiaries | 40,500 | 82,000 | 2,900 | ||||||||||||||||
Equity in net income of subsidiaries | $ (40,500) | (82,000) | (2,900) | ||||||||||||||||
As Reported | |||||||||||||||||||
Restatement | |||||||||||||||||||
Deferred tax asset | 155,551 | 155,551 | |||||||||||||||||
Total assets | 2,561,477 | 2,561,477 | |||||||||||||||||
Liabilities under Tax Receivable Agreement, net of current portion | 129,596 | 129,596 | |||||||||||||||||
Total liabilities | 2,470,640 | 2,470,640 | |||||||||||||||||
Additional paid-in capital | 49,941 | 49,941 | |||||||||||||||||
Retained earnings | 6,192 | 6,192 | |||||||||||||||||
Total stockholders' equity | 56,505 | 56,505 | |||||||||||||||||
Total liabilities and stockholders' equity | 2,561,477 | 2,561,477 | |||||||||||||||||
Income tax expense | 11,385 | 12,102 | 7,219 | 128,716 | 8,390 | 14,284 | 5,592 | 156,982 | 5,907 | ||||||||||
Net income attributable to Camping World Holdings, Inc. | 14,017 | 28,031 | 3,181 | (18,093) | 19,589 | 19,344 | 7,522 | 28,362 | 191,117 | ||||||||||
Deferred tax expense | 124,622 | 3,765 | |||||||||||||||||
Tax receivable agreements liability adjustment | (99,766) | 96 | (17) | (99,687) | |||||||||||||||
As Reported | Parent Company | Reportable Legal Entities | |||||||||||||||||||
Basis of Presentation | |||||||||||||||||||
Equity in net income of subsidiaries | 84,092 | 2,877 | |||||||||||||||||
Restatement | |||||||||||||||||||
Prepaid income taxes and other | 2,244 | ||||||||||||||||||
Deferred tax asset | 153,445 | ||||||||||||||||||
Investment in subsidiaries | 24,315 | ||||||||||||||||||
Total assets | 194,507 | ||||||||||||||||||
Liabilities under Tax Receivable Agreement, net of current portion | 129,596 | ||||||||||||||||||
Total liabilities | 138,002 | ||||||||||||||||||
Additional paid-in capital | 49,941 | ||||||||||||||||||
Retained earnings | 6,192 | ||||||||||||||||||
Total stockholders' equity | 56,505 | ||||||||||||||||||
Total liabilities and stockholders' equity | 194,507 | ||||||||||||||||||
Equity in net income of subsidiaries | 84,092 | 2,877 | |||||||||||||||||
Income tax expense | 155,415 | 1,291 | |||||||||||||||||
Net income attributable to Camping World Holdings, Inc. | 28,362 | 1,586 | |||||||||||||||||
Equity in net income of subsidiaries | (84,092) | (2,877) | |||||||||||||||||
Deferred tax expense | 127,305 | 965 | |||||||||||||||||
Tax receivable agreements liability adjustment | (99,687) | ||||||||||||||||||
Prepaid income taxes and other assets | (2,240) | ||||||||||||||||||
Adjustment | |||||||||||||||||||
Restatement | |||||||||||||||||||
Deferred tax asset | (2,868) | (2,868) | |||||||||||||||||
Total assets | 5,549 | 5,549 | |||||||||||||||||
Liabilities under Tax Receivable Agreement, net of current portion | 1,230 | 1,230 | |||||||||||||||||
Total liabilities | 24,623 | 24,623 | |||||||||||||||||
Additional paid-in capital | (7,421) | (7,421) | |||||||||||||||||
Retained earnings | 1,427 | 1,427 | |||||||||||||||||
Total stockholders' equity | (5,994) | (5,994) | |||||||||||||||||
Total liabilities and stockholders' equity | 5,549 | 5,549 | |||||||||||||||||
Income tax expense | (1,485) | 2,160 | (354) | (1,518) | (239) | (203) | (112) | (2,072) | (107) | ||||||||||
Net income attributable to Camping World Holdings, Inc. | $ 106 | $ (3,249) | $ (1,360) | 2,263 | $ (343) | $ (280) | $ (149) | 1,491 | (2,232) | ||||||||||
Deferred tax expense | 6,344 | (107) | |||||||||||||||||
Tax receivable agreements liability adjustment | $ (1,071) | (1,071) | |||||||||||||||||
Adjustment | Parent Company | Reportable Legal Entities | |||||||||||||||||||
Basis of Presentation | |||||||||||||||||||
Equity in net income of subsidiaries | (1,662) | (101) | |||||||||||||||||
Restatement | |||||||||||||||||||
Prepaid income taxes and other | 8,417 | ||||||||||||||||||
Deferred tax asset | (3,107) | ||||||||||||||||||
Investment in subsidiaries | (9,261) | ||||||||||||||||||
Total assets | (3,951) | ||||||||||||||||||
Liabilities under Tax Receivable Agreement, net of current portion | 1,230 | ||||||||||||||||||
Total liabilities | 2,043 | ||||||||||||||||||
Additional paid-in capital | (7,421) | ||||||||||||||||||
Retained earnings | 1,427 | ||||||||||||||||||
Total stockholders' equity | (5,994) | ||||||||||||||||||
Total liabilities and stockholders' equity | (3,951) | ||||||||||||||||||
Equity in net income of subsidiaries | (1,662) | (101) | |||||||||||||||||
Income tax expense | (2,082) | (37) | |||||||||||||||||
Net income attributable to Camping World Holdings, Inc. | 1,491 | (64) | |||||||||||||||||
Equity in net income of subsidiaries | 1,662 | 101 | |||||||||||||||||
Deferred tax expense | 6,334 | $ (37) | |||||||||||||||||
Tax receivable agreements liability adjustment | (1,071) | ||||||||||||||||||
Prepaid income taxes and other assets | $ (8,416) | ||||||||||||||||||
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 | Parent Company | Reportable Legal Entities | |||||||||||||||||||
IPO | |||||||||||||||||||
Proceeds from IPO | $ 122,544 | ||||||||||||||||||
Class A common stock | Parent Company | Reportable Legal Entities | 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 | Parent Company | Reportable Legal Entities | Over allotment | |||||||||||||||||||
IPO | |||||||||||||||||||
Number of shares issued | 508,564 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts receivable allowance | |||
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 8,659 | $ 8,753 | $ 8,370 |
Additions Charged to Expense | 2,444 | 838 | 1,332 |
Charged to Other Accounts | (5,278) | 9,658 | 12,960 |
Charges Utilized (Write-off) | (1,096) | (10,590) | (13,909) |
Balance at End of Period | 4,729 | 8,659 | 8,753 |
Accounts receivable allowance | ASU 2014-09 | |||
Valuation allowance and reserves | |||
Charged to Other Accounts | 5,500 | ||
Noncurrent other assets allowance | |||
Valuation allowance and reserves | |||
Balance at Beginning of Period | 7,187 | 5,737 | 4,554 |
Charged to Other Accounts | (7,187) | 6,918 | 3,209 |
Charges Utilized (Write-off) | (5,468) | (2,026) | |
Balance at End of Period | $ 7,187 | $ 5,737 | |
Noncurrent other assets allowance | ASU 2014-09 | |||
Valuation allowance and reserves | |||
Charged to Other Accounts | $ 7,200 |
Schedule II - Valuation and Q_3
Schedule II - Valuation and Qualifying Accounts Deferred Tax Assets - (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 132,468 | $ 152,021 | $ 44,770 |
Tax Valuation Allowance Charged to Income Tax Provision | 43,175 | 11,194 | 1,049 |
Tax Valuation Allowance Credited to Income Tax Provision | (64,535) | ||
Charged to Other Accounts | 5,340 | 33,788 | 106,202 |
Balance at End of Period | $ 180,983 | $ 132,468 | $ 152,021 |