Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 25, 2020 | Jun. 28, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity File Number | 001-37908 | ||
Entity Registrant Name | CAMPING WORLD HOLDINGS, INC. | ||
Entity Central Index Key | 0001669779 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-1737145 | ||
Entity Address, Address Line One | 250 Parkway Drive, SuiteĀ 270 | ||
Entity Address, City or Town | Lincolnshire | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60069 | ||
City Area Code | 847 | ||
Local Phone Number | 808-3000 | ||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | CWH | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 404,459,000 | ||
Common Class A | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 37,533,138 | ||
Common Class B | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 50,706,629 | ||
Common Class C | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 147,521 | $ 138,557 |
Contracts in transit | 44,947 | 53,214 |
Accounts receivable, less allowance for doubtful accounts of $3,537 and $4,398 in 2019 and 2018, respectively | 81,847 | 85,711 |
Inventories | 1,358,539 | 1,558,970 |
Prepaid expenses and other assets | 57,827 | 51,710 |
Total current assets | 1,690,681 | 1,888,162 |
Property and equipment, net | 314,374 | 359,855 |
Operating lease assets | 807,537 | |
Deferred tax assets, net | 129,710 | 145,943 |
Intangible assets, net | 29,707 | 35,284 |
Goodwill | 386,941 | 359,117 |
Other assets | 17,290 | 18,326 |
Total assets | 3,376,240 | 2,806,687 |
Current liabilities: | ||
Accounts payable | 106,959 | 144,808 |
Accrued liabilities | 130,316 | 124,619 |
Deferred revenues and gains | 87,093 | 88,054 |
Current portion of finance lease liabilities | 23 | |
Current portion of operating lease liabilities | 58,613 | |
Current portion of Tax Receivable Agreement liability | 6,563 | 9,446 |
Current portion of long-term debt | 14,085 | 12,977 |
Notes payable - floor plan, net | 848,027 | 885,980 |
Other current liabilities | 44,298 | 39,211 |
Total current liabilities | 1,295,954 | 1,305,118 |
Right-to-use liability | 5,147 | |
Operating lease liabilities, net of current portion | 843,312 | |
Tax Receivable Agreement liability, net of current portion | 108,228 | 124,763 |
Revolving line of credit | 40,885 | 38,739 |
Long-term debt, net of current portion | 1,153,551 | 1,152,888 |
Deferred revenues and gains | 58,079 | 67,157 |
Other long-term liabilities | 35,467 | 79,958 |
Total liabilities | 3,535,476 | 2,773,770 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, par value $0.01 per share - 20,000,000 shares authorized; none issued and outstanding as of December 31, 2019 and December 31, 2018 | ||
Additional paid-in capital | 50,152 | 47,531 |
Retained deficit | (83,134) | (3,370) |
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | (32,602) | 44,538 |
Non-controlling interests | (126,634) | (11,621) |
Total stockholders' equity (deficit) | (159,236) | 32,917 |
Total liabilities and stockholders' equity (deficit) | 3,376,240 | 2,806,687 |
Common Class A | ||
Stockholders' equity (deficit): | ||
Common stock | 375 | 372 |
Total stockholders' equity (deficit) | 375 | 372 |
Common Class B | ||
Stockholders' equity (deficit): | ||
Common stock | 5 | 5 |
Total stockholders' equity (deficit) | 5 | 5 |
Common Class C | ||
Stockholders' equity (deficit): | ||
Common stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' equity (deficit) | ||
Allowance for doubtful accounts | $ 3,537 | $ 4,398 |
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 |
Common Class A | ||
Stockholders' equity (deficit) | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 37,701,584 | 37,278,690 |
Common stock, outstanding | 37,488,989 | 37,192,364 |
Common Class B | ||
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 | 50,706,629 |
Common Class C | ||
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Total revenue | $ 4,892,019 | $ 4,792,017 | $ 4,279,830 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 3,604,621 | 3,429,085 | 3,038,916 |
Operating expenses: | |||
Selling, general, and administrative | 1,141,643 | 1,069,359 | 853,160 |
Debt restructure expense | 380 | 387 | |
Depreciation and amortization | 59,932 | 49,322 | 31,545 |
Goodwill impairment | 40,046 | ||
Long-lived asset impairment | 66,270 | ||
Gain on lease termination. | (686) | ||
Loss (gain) on disposal of assets | 11,492 | 2,810 | (133) |
Total operating expenses | 1,278,651 | 1,161,917 | 884,959 |
Income from operations | 8,747 | 201,015 | 355,955 |
Other income (expense): | |||
Floor plan interest expense | (40,108) | (38,315) | (27,690) |
Other interest expense, net | (69,363) | (63,329) | (42,959) |
Loss on debt restructure | (1,676) | (462) | |
Tax Receivable Agreement liability adjustment | 10,005 | (1,324) | 100,758 |
Total other income (expense) | (99,466) | (104,644) | 29,647 |
(Loss) income before income taxes | (90,719) | 96,371 | 385,602 |
Income tax expense | (29,582) | (30,790) | (154,910) |
Net (loss) income | (120,301) | 65,581 | 230,692 |
Less: net loss (income) attributable to non-controlling interests | 59,710 | (55,183) | (200,839) |
Net (loss) income attributable to Camping World Holdings, Inc. | $ (60,591) | $ 10,398 | $ 29,853 |
Income (loss) earnings per share of Class A common stock: | |||
Basic | $ (1.62) | $ 0.28 | $ 1.12 |
Diluted | $ (1.62) | $ 0.28 | $ 1.12 |
Weighted average shares of Class A common stock outstanding: | |||
Basic | 37,310 | 36,985 | 26,622 |
Diluted | 37,350 | 88,878 | 26,622 |
Common Class A | |||
Income (loss) earnings per share of Class A common stock: | |||
Basic | $ (1.62) | $ 0.28 | $ 1.12 |
Diluted | $ (1.62) | $ 0.28 | $ 1.12 |
Weighted average shares of Class A common stock outstanding: | |||
Basic | 37,310 | 36,985 | 26,622 |
Diluted | 37,350 | 88,878 | 26,622 |
New vehicles | |||
Revenue: | |||
Total revenue | $ 2,370,321 | $ 2,512,854 | $ 2,435,928 |
Used vehicles | |||
Revenue: | |||
Total revenue | 857,628 | 732,017 | 668,860 |
Products, service and other | |||
Revenue: | |||
Total revenue | 1,034,577 | 949,383 | 652,819 |
Finance and insurance, net | |||
Revenue: | |||
Total revenue | 401,302 | 383,711 | 326,609 |
Good Sam Club | |||
Revenue: | |||
Total revenue | 48,653 | 41,392 | 33,726 |
Good Sam Services and Plans | |||
Revenue: | |||
Total revenue | 179,538 | 172,660 | 161,888 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 78,054 | 76,041 | 73,619 |
RV and Outdoor Retail | |||
Revenue: | |||
Total revenue | 4,712,481 | 4,619,357 | 4,117,942 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 3,526,567 | 3,353,044 | 2,965,297 |
RV and Outdoor Retail | New vehicles | |||
Revenue: | |||
Total revenue | 2,370,321 | 2,512,854 | 2,435,928 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 2,074,270 | 2,188,735 | 2,086,229 |
RV and Outdoor Retail | Used vehicles | |||
Revenue: | |||
Total revenue | 857,628 | 732,017 | 668,860 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 678,640 | 568,400 | 506,093 |
RV and Outdoor Retail | Products, service and other | |||
Revenue: | |||
Total revenue | 1,034,577 | 949,383 | 652,819 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 762,919 | 585,263 | 364,772 |
RV and Outdoor Retail | Finance and insurance, net | |||
Revenue: | |||
Total revenue | 401,302 | 383,711 | 326,609 |
RV and Outdoor Retail | Good Sam Club | |||
Revenue: | |||
Total revenue | 48,653 | 41,392 | 33,726 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | $ 10,738 | $ 10,646 | $ 8,203 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Additional Paid-in Capital | Retained Earnings (Deficit) | Non-controlling Interest | Common Class A | Common Class B | Common Class C | Total |
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 Stockholders' Equity [Roll Forward] | |||||||
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 | (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 | ||||
Balance at Dec. 31, 2017 | 42,520 | 7,619 | 21,252 | $ 367 | $ 5 | 71,763 | |
Balance (in shares) at Dec. 31, 2017 | 36,749,000 | 50,837,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
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 | (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 | ||||
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 Stockholders' Equity [Roll Forward] | |||||||
Adoption of accounting standard (see Note 1 - Summary of Significant Accounting Policies) | ASU 2014-09 | 1,310 | 2,476 | 3,786 | ||||
Equity-based compensation | 13,145 | 13,145 | |||||
Vesting of restricted stock units | 736 | (740) | $ 4 | ||||
Vesting of restricted stock units (in shares) | 417,000 | ||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | (1,477) | $ (1) | (1,478) | ||||
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (126,000) | ||||||
Redemption of LLC common units for Class A common stock | (478) | (478) | |||||
Redemption of LLC common units for Class A common stock (in shares) | 6,000 | ||||||
Distributions to holders of LLC common units | (70,192) | (70,192) | |||||
Dividends | (22,878) | (22,878) | |||||
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | (8) | (8) | |||||
Non-controlling interest adjustment | (9,297) | 9,297 | |||||
Net income | (60,591) | (59,710) | (120,301) | ||||
Balance at Dec. 31, 2019 | $ 50,152 | (83,134) | (126,634) | $ 375 | $ 5 | (159,236) | |
Balance (in shares) at Dec. 31, 2019 | 37,488,989 | 50,706,629 | 1 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adoption of accounting standard (see Note 1 - Summary of Significant Accounting Policies) | ASU 2016-02 | $ 3,705 | $ 6,332 | $ 10,037 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common Class A | |||
Dividends declared per share | $ 0.61 | $ 0.61 | $ 0.74 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net (loss) income | $ (120,301) | $ 65,581 | $ 230,692 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 59,932 | 49,322 | 31,545 |
Equity-based compensation | 13,145 | 14,088 | 5,109 |
Loss on debt restructure | 1,676 | 462 | |
Gain on lease termination. | (686) | ||
Goodwill impairment | 40,046 | ||
Long-lived asset impairment | 66,270 | ||
Loss (gain) on disposal of assets | 11,492 | 2,810 | (133) |
Provision for (gains) losses on accounts receivable | (20) | 2,444 | 839 |
Non-cash lease expense | 54,921 | ||
Accretion of original debt issuance discount | 1,038 | 1,034 | 942 |
Non-cash interest | 4,585 | 5,068 | 4,360 |
Deferred income taxes | 14,897 | 11,364 | 130,966 |
Tax Receivable Agreement liability adjustment | (10,005) | 1,324 | (100,758) |
Change in assets and liabilities, net of acquisitions: | |||
Receivables and contracts in transit | 12,217 | (16,550) | (38,019) |
Inventories | 216,111 | (99,610) | (342,780) |
Prepaid expenses and other assets | (7,951) | (8,290) | (20,244) |
Checks in excess of bank balance | (2,764) | 3,942 | 6,585 |
Accounts payable and other accrued expenses | (12,586) | 45,230 | 52,155 |
Payment pursuant to Tax Receivable Agreement | (9,425) | (8,914) | (203) |
Accrued rent for cease-use locations | (488) | (91) | |
Deferred revenue and gains | 708 | 12,448 | 12,943 |
Operating lease liabilities | (54,403) | ||
Other, net | 14,759 | 13,767 | 9,315 |
Net cash provided by (used in) operating activities | 251,934 | 136,292 | (16,315) |
Investing activities | |||
Purchases of property and equipment | (56,789) | (133,557) | (59,559) |
Purchase of real property | (31,567) | (120,802) | (21,212) |
Proceeds from the sale of real property | 28,169 | 56,932 | 6,000 |
Purchases of businesses, net of cash acquired | (48,418) | (99,240) | (392,956) |
Proceeds from sale of property and equipment | 4,068 | 3,978 | 795 |
Purchase of intangible assets | (1,523) | ||
Net cash used in investing activities | (104,537) | (292,689) | (468,455) |
Financing activities | |||
Net payments on notes payable - floor plan, net | (43,989) | (85,446) | 358,478 |
Proceeds from credit facilities | 11,663 | 329,775 | 299,246 |
Borrowings on revolving line of credit | 14,029 | 45,164 | |
Payments on revolving line of credit | (11,883) | (6,425) | |
Payments of principal on finance lease obligations | (844) | (1,198) | |
Payments of principal on long-term debt | (13,658) | (82,820) | (7,916) |
Payments of principal on right-to-use liability | (161) | (150) | |
Payment of debt issuance costs | (47) | (3,345) | (4,604) |
Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts, commissions and offering expenses | 121,395 | ||
Dividends on Class A common stock | (22,878) | (22,697) | (22,241) |
Proceeds from exercise of stock options | 153 | 1,728 | |
RSU shares withheld for tax | (1,478) | (1,365) | (368) |
Disgorgement of short-swing profits by Section 16 officer | 557 | ||
Members' distributions | (70,192) | (101,755) | (149,633) |
Net cash (used in) provided by financing activities | (138,433) | 70,791 | 594,737 |
Increase (decrease) in cash and cash equivalents | 8,964 | (85,606) | 109,967 |
Cash and cash equivalents at beginning of the period | 138,557 | 224,163 | 114,196 |
Cash and cash equivalents at end of the period | $ 147,521 | $ 138,557 | $ 224,163 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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. (āCWHā) and its subsidiaries (collectively, the āCompanyā), and are presented in accordance with accounting principles generally accepted in the United States (āGAAPā). 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 āIPOā) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (āCWGS, LLCā). 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 (āFreedomRoadsā). The IPO and related reorganization transactions that occurred on October 6, 2016 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 (see Note 18 ā Stockholdersā Equity). Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of December 31, 2019, 2018, and 2017, CWH owned 42.0%, 41.9% and 41.5%, 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. 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 March 31, 2019. The Company previously had three reportable segments: (i) Consumer Services and Plans; (ii) Dealership, and (iii) Retail. Following the realignment, the Company now has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. In conjunction with the first quarter 2019 realignment of the Companyās reporting structure, the Company combined its prior Dealership and Retail segments into the RV and Outdoor Retail segment and reclassified the Good Sam Club and co-branded credit card operations to the RV and Outdoor Retail segment from the Consumer Services and Plans segment to reflect the alignment and synergies of these businesses. The remaining portion of the former Consumer Services and Plans segment is now called the Good Sam Services and Plans segment. The Companyās reportable segment financial information has been recast to reflect the updated reportable segment structure for all periods presented. See Note 22 ā Segment Information to the Consolidated Financial Statements for further information about the Companyās segments. The Company primarily provides Good Sam Services and Plans offerings under its Good Sam brand and provides RV and Outdoor Retail offerings primarily under its Camping World and Gander RV brands. Within the Good Sam 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; vehicle financing and refinancing; shows and events; and publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used recreational vehicles (āRVsā); the sale of RV products and services, including the sale of parts, accessories, supplies and services for RVs; equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities; commissions on the finance and insurance contracts related to the sale of RVs; and Good Sam Club memberships and co-branded credit cards. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and outdoor enthusiasts. In connection with the Companyās previously announced plan to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs (see Note 5 ā Restructuring and Long-lived Asset Impairment), the Company has reduced its number of retail locations to 175 as of December 31, 2019 from 227 as of December 31, 2018. From December 31, 2018 to December 31, 2019, the Company opened 11 locations, closed 50 locations, divested 13 specialty outdoor retail locations, and converted 10 locations to RV dealerships. The table below summarizes the Companyās store locations from December 31, 2018 to December 31, 2019: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā RV ā RV Services & ā Other ā ā ā ā ā Dealerships ā Retail Centers ā Retail Stores ā Total Store locations as of December 31, 2018 ā ā 141 ā ā 14 ā ā 72 ā ā 227 Opened ā ā 11 ā ā ā ā ā ā ā ā 11 Closed / divested ā ā (8) ā ā (2) ā ā (53) ā ā (63) Converted ā ā 10 ā ā (1) ā ā (9) ā ā ā Store locations as of December 31, 2019 ā ā 154 ā ā 11 ā ā 10 ā ā 175 ā ā ā ā ā ā ā ā ā ā ā ā ā ā Reclassifications of Prior Period Amounts Certain prior-period amounts have been reclassified to conform to the current period presentation. Specifically, as discussed in Note 22 ā Segment Information, the Company has made changes to its operating segments and transferred certain assets relating to the Good Sam Club and co-branded credit card from its Good Sam Services and Plans segment to its RV and Outdoor Retail segment. Additionally, as a result of these changes, the Company has updated its disaggregated revenue categories to the following: ā¢ Good Sam Services and Plans ā includes extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs, vehicle financing and refinancing, travel protection, consumer shows, directories, consumer magazines, and the Coast to Coast Club; ā¢ New Vehicles ā represents the sale of new RVs; ā¢ Used Vehicles ā represents the sale of used RVs; ā¢ Products, Service and Other ā includes repair and maintenance, installation of parts and accessories, collision repair, sales of RV equipment and accessories, sales of outdoor lifestyle products and apparel, and other; ā¢ Finance and Insurance, net ā includes vehicle financing and protection plans typically sold in conjunction with the sale of new and used vehicles; and ā¢ Good Sam Club ā includes the Good Sam Club and co-branded credit card. 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, long-lived asset impairments, program cancellation reserves, chargebacks, and accruals related to estimated tax liabilities, product return reserves, and other liabilities. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with an original 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 Companyās 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 Companyās 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 the Companyās 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, 2019 and 2018 was approximately $149.9 million and $142.2 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 New and used RV 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. Products, 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 RV and Outdoor Retail inventories 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: ā ā ā ā ā Years Building and improvements ā 40 Leasehold improvements ā 3 - 40 Furniture, fixtures and equipment ā 3 - 12 Software ā 3 - 5 ā Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter. Leases After the adoption of Accounting Standards Codification (āASCā) 842, Leases (āASC 842ā) on January 1, 2019 (see āRecently Adopted Accounting Pronouncementsā elsewhere in this Note 1) the Company recognizes a right-of-use (āROUā) asset and a lease liability on the balance sheet for operating leases (with the exception of short-term leases based on the practical expedient elected by the Company) at the commencement date, in addition to finance leases that were previously also required to be recognized on the balance sheet, and recognizes expenses on the income statement in a similar manner to the previous guidance in ASC 840, Leases (āASC 840ā) (see Note 10 ā Lease Obligations). Goodwill and Other Intangible Assets Goodwill is reviewed at least annually for impairment, and more often when impairment indicators are present (see Note 7 ā Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Long-Lived Assets Long-lived assets included in property and equipment, net, including capitalized software costs to be held and used and ROU assets relating to leases 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 Companyās major software systems, such as its accounting and membership systems, the Companyās 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. Long-Term Debt The fair value of the Companyās 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 ā 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 Companyās 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. Good Sam Services and Plans revenue consists of revenue from publications, consumer shows, and marketing fees from various consumer services and plans. Roadside Assistance (āRAā) revenues are deferred and recognized over the contractual life of the membership. RA claim expenses are recognized when incurred. 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. RV vehicle 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 RV-related parts, service and other products sales is recognized over time as work is completed, and when parts or other products are delivered to the Companyās 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, selling extended service contracts, and selling other products, 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 revenue in the period in which the related revenue is recognized. The remaining RV and Outdoor retail revenue consists of sales of products, service 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, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Companyās 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. Good Sam Club revenue consists of revenue from club membership fees and royalty fees from co-branded credit cards. Membership 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. Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Companyās co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders. 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 For periods prior to the adoption of ASC 606 on January 1, 2018 (see Note 2 ā 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. Good Sam Services and Plans revenue consists revenue from publications, consumer shows, and marketing and royalty fees from various consumer services and plans. Certain Good Sam 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 Good Sam Club memberships and Good Sam Services and Plans 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 (āVSOEā) 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 managementās 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 products, service 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 Companyās parts and service departments recondition the majority of used vehicles acquired by the Companyās used vehicle departments and perform minor preparatory work on new vehicles acquired by the Companyās 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 Companyās parts and service departments are eliminated in consolidation. The Company maintains a reserve for internal work order profits on vehicles that remain in inventories. Advertising Expense 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, 2019, 2018 and 2017 were $117.8 million, $112.4 million and $86.6 million, respectively. Vendor Allowances As a component of the Companyās 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, 2019, 2018, and 2017, $6.2 million, $4.9 million, and $4.1 million of shipping and handling fees, respectively, were included in the RV and Outdoor 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 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 ā Income Taxes. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the āFASBā) issued Accounting Standards Update (āASUā) No. 2016-02, Leases (Topic 842) (āASU 2016-02ā or āASC 842ā). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2016-02, which were effective upon the adoption of ASU 2016-02. The amendments in this ASU related 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 operating and finance leases (with the exception of short-term leases based on the practical expedient elected by the Company) at the lease commencement date, whereas only finance leases were required to be recognized on the balance sheet under the previous guidance in ASC 840, and recognize expenses on the income statement in a similar manner to the previous guidance in ASC 840. The lease liability is measured as the present value of the unpaid lease payments and the right-of-use asset is derived from the calculation of the lease liability adjusted for initial direct costs, prepaid lease payments, and lease incentives. Lease payments include fixed and in-substance fixed payments, variable payments based on an index or rate at lease commencement, 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 do not include variable lease payments other than those that depend on an index or rate measured at lease commencement, any guarantee by the lessee of the lessorās debt, or any amount allocated to non-lease components. The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the lease, or if not available, the incremental borrowing rate. The most significant impact of ASC 842 on the Companyās accounting was the balance sheet impact of its real estate operating leases, which significantly increased assets and liabilities. In addition, ASC 842 eliminated the previous build-to-suit lease accounting guidance and resulted 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 made 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 elected 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 elected the practical expedient which allows aggregation of non-lease components with the related lease components when evaluating accounting treatment for property, equipment, and billboard leases. Lastly, the Company applied 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 adopted ASC 842 on January 1, 2019. The impact of applying ASC 842 effective as of January 1, 2019, to the Companyās consolidated statements of operations and cash flows was not significant. The major impacts to the balance sheet were 1) the addition of $809.7 million in operating lease assets, 2) the addition of $867.5 million of operating lease liabilities, 3) the removal of approximately $4.9 million, $10.6 million, $7.6 million, and $54.5 million of property and equipment, net; deferred revenues and gains; accrued liabilities; |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
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 Companyās historical accounting under ASC 605. Contract Assets As of December 31, 2019 and 2018, a contract asset relating to RV service revenues of $6.1 million and $6.3 million, respectively, was included in accounts receivable in the accompanying consolidated balance sheet. As of December 31, 2019 and 2018, the Company had capitalized costs to acquire a contract consisting of $6.6 million and $6.0 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 Companyās performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the year ended December 31, 2019, $86.9 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. As of December 31, 2019, the Company has unsatisfied performance obligations relating to multi-year plans for its Good Sam Club memberships, roadside assistance, Coast to Coast club memberships, and magazine publication revenue streams. The total unsatisfied performance obligation for these revenue streams at December 31, 2019 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): ā ā ā ā ā ā As of ā December 31, 2019 2020 $ 87,093 2021 ā ā 27,368 2022 ā ā 14,171 2023 ā ā 7,253 2024 ā ā 3,699 Thereafter ā ā 5,588 Total ā $ 145,172 ā ā ā ā ā The Companyās 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. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2019 | |
Receivables | |
Receivables | 3. Receivables Receivables consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā ā 2019 2018 ā Good Sam Services and Plans ā $ 20,195 ā $ 18,742 ā RV and Outdoor Retail ā ā ā ā ā ā ā New and used vehicles ā ā 2,295 ā ā 3,129 ā Parts, service and other ā ā 23,199 ā ā 24,020 ā Trade accounts receivable ā ā 15,715 ā ā 14,751 ā Due from manufacturers ā ā 17,642 ā ā 20,645 ā Other ā ā 5,782 ā ā 8,822 ā Corporate ā ā 556 ā ā ā ā ā ā ā 85,384 ā ā 90,109 ā Allowance for doubtful accounts ā ā (3,537) ā ā (4,398) ā ā ā $ 81,847 ā $ 85,711 ā ā |
Inventories, net and Notes Paya
Inventories, net and Notes Payable - Floor Plan, net | 12 Months Ended |
Dec. 31, 2019 | |
Inventories, net and Notes Payable - Floor Plan, net | |
Inventories, net and Notes Payable - Floor Plan, net | 4. Inventories, net and Notes Payable ā Floor Plan, net Inventories consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2019 2018 Good Sam services and plans ā $ 590 ā $ 459 New RVs ā ā 966,134 ā ā 1,017,910 Used RVs ā ā 165,927 ā ā 124,527 Products, parts, accessories and other ā ā 225,888 ā ā 416,074 ā ā $ 1,358,539 ā $ 1,558,970 ā New and used RV inventory included in the RV and Outdoor Retail segment 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 (āFRā), a wholly-owned subsidiary of FreedomRoads, which operates the RV dealerships, and bear interest at one-month London Interbank Offered Rate (āLIBORā) plus 2.15% for each year ended December 31, 2019, 2018 and 2017, respectively. LIBOR was 1.71%, 2.35% and 1.36% as of December 31, 2019, 2018, and 2017, respectively. Borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle or upon reaching certain aging criteria. As of December 31, 2019 and 2018, FR maintained floor plan financing through the Seventh Amended and Restated Credit Agreement (āFloor Plan Facilityā). On October 8, 2019, FR entered into a Second Amendment to the Seventh Amended and Restated Credit Agreement (the āAmendmentā). The Amendment reduces the total commitment under the Floor Plan Facility to $1.38 billion and extends the maturity date of the Floor Plan Facility from December 12, 2020 to March 15, 2023, among other immaterial changes. The applicable borrowing rate margin on LIBOR and base rate loans ranges from 2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR. The Floor Plan Facility at December 31, 2019 allowed FR to borrow (a) up to $1.38 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 $60.0 million under the revolving line of credit, which maximum amount outstanding will decrease by $3.0 million on the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2020. The Floor Plan Facility includes a flooring line aggregate interest reduction (āFlairā) 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 Flair offset account into the Companyās operating cash accounts. As a result of using the Flair offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of operations. The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at December 31, 2019. The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2019 2018 Floor Plan Facility: ā ā ā ā ā ā Notes payable ā ā ā ā ā ā ā Total commitment ā $ 1,379,750 ā $ 1,415,000 Less: borrowings, net ā ā (848,027) ā ā (885,980) Less: flooring line aggregate interest reduction account ā ā (87,016) ā ā (97,757) Additional borrowing capacity ā ā 444,707 ā ā 431,263 Less: accounts payable for sold inventory ā ā (27,892) ā ā (33,928) Less: purchase commitments ā ā (8,006) ā ā (22,530) Unencumbered borrowing capacity ā $ 408,809 ā $ 374,805 ā ā ā ā ā ā ā Revolving line of credit ā $ 60,000 ā $ 60,000 Less borrowings ā ā (40,885) ā ā (38,739) Additional borrowing capacity ā $ 19,115 ā $ 21,261 ā ā ā ā ā ā ā Letters of credit: ā ā ā ā ā ā Total commitment ā $ 15,000 ā $ 15,000 Less: outstanding letters of credit ā ā (11,175) ā ā (10,380) Additional letters of credit capacity ā $ 3,825 ā $ 4,620 ā |
Restructuring and Long-lived As
Restructuring and Long-lived Asset Impairment | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Long-lived Asset Impairment | |
Restructuring and Long-lived Asset Impairment | 5. Restructuring and Long-lived Asset Impairment Restructuring On September 3, 2019, the Board of Directors of CWH approved a plan to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs (the ā2019 Strategic Shiftā). As of September 3, 2019, the Company operated 37 locations that do not sell and/or service RVs but sell an assortment of outdoor lifestyle products (the āOutdoor Lifestyle Locationsā), and had an additional five Outdoor Lifestyle Locations that were previously closed or had not opened as of that date. In addition, the Company operated seven specialty retail locations operated by TheHouse.com, an indirect wholly-owned subsidiary of the Company. Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating at September 3, 2019, the Company closed three locations during September 2019, and closed 31 locations during the fourth quarter. In addition, the Company closed one of the seven specialty retail locations operated by TheHouse.com. As of December 31, 2019, two Outdoor Lifestyle locations and six specialty retail locations remained open. The Company was able to, or is in the process of, acquiring and/or obtaining the developmental consents, approvals and permits necessary for the sale and/or service of RVs at the other Outdoor Lifestyle Locations. As part of the 2019 Strategic Shift, the Company had evaluated the impact on the Companyās supporting infrastructure and operations, which included rationalizing inventory levels and composition, closing one of its distribution centers, identifying two additional distribution centers for closure in the first half of 2020, and realigning other resources. The majority of the store closures and/or divestitures related to the 2019 Strategic Shift were completed by February 12, 2020. The Company had a reduction of headcount and labor costs for those locations that were sold, divested or closed and the Company incurred material charges associated with the activities contemplated under the 2019 Strategic Shift. In connection with the 2019 Strategic Shift, the Company expects to incur costs relating to one-time employee termination benefits of $1.0 million to $1.5 million, lease termination costs of between $15.0 million and $20.0 million, incremental inventory reserve charges of $41.9 million, and other associated costs of between $20.0 million and $25.0 million. Through December 31, 2019, the Company has incurred $4.3 million of such other associated costs primarily representing labor, lease, and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. The additional amount of $15.7 million to $20.7 million represents similar costs that may be incurred in the year ending December 31, 2020 for locations that continue in a wind-down period, primarily comprised of lease costs accounted for under ASC 842 prior to lease termination. The Company intends to negotiate terminations of these leases where prudent and pursue sublease arrangements for the remaining leases. Lease costs may continue to be incurred after December 31, 2020 on these leases if the Company is unable to terminate the leases under acceptable terms or offset the lease costs through sublease arrangements. The foregoing lease termination cost estimate represents the expected cash payments to terminate certain leases, but does not include the gain or loss from derecognition of the related operating lease assets and liabilities, which is dependent on the particular leases that will be terminated. The following table details the costs incurred associated with the 2019 Strategic Shift (in thousands): ā ā ā ā ā ā Year Ended ā ā 2019 Restructuring costs: ā ā ā One-time termination benefits (1) ā $ 1,008 Lease termination costs (2) ā ā 55 Incremental inventory reserve charges (3) ā ā 41,894 Other associated costs (4) ā ā 4,321 Total restructuring costs ā ā 47,278 Less: lease termination costs ā ā (55) Total restructuring costs excluding lease termination costs ā $ 47,223 ā ā ā ā (1) These costs were included in selling, general, and administrative expenses in the consolidated statements of operations. (2) These costs were included in lease termination charges in the consolidated statements of operations and excludes a gain of $0.7 million relating to lease terminations of closed locations that were not related to the 2019 Strategic Shift. (3) These costs were included in costs applicable to revenue ā products, service and other in the consolidated statements of operations. (4) Other associated costs primarily represent labor, lease, and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. For the year ended December 31, 2019, costs of approximately $0.6 million were included in costs applicable to revenue ā products, service and other, and $3.7 million were included in selling, general, and administrative expenses in the consolidated statements of operations. The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā One-time Lease Other ā ā Termination Termination Associated ā ā Benefits Costs (1) Costs Total Balance at June 30, 2019 ā $ ā ā $ ā ā $ ā ā $ ā Charged to expense ā ā 1,008 ā ā 1,350 ā ā 4,321 ā ā 6,679 Paid or otherwise settled ā ā (286) ā ā (1,350) ā ā (4,036) ā ā (5,672) Reversals of prior accruals ā ā ā ā ā ā ā ā ā ā ā ā Balance at December 31, 2019 ā $ 722 ā $ ā ā $ 285 ā $ 1,007 ā ā ā ā ā ā ā ā ā ā ā ā ā (1) Lease termination costs excludes the $1.3 million gain from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift. The Company evaluated the requirements of ASC No. 205-20, Presentation of Financial Statements ā Discontinued Operations relative to the 2019 Strategic Shift and determined that discontinued operations treatment is not applicable. Accordingly, the results of operations of the locations impacted by the 2019 Strategic Shift are reported as part of continuing operations in the accompanying consolidated financial statements. Long-lived Asset Impairment During the year ended December 31, 2019, the Company had indicators of impairment of the long-lived assets for certain of its locations, primarily those locations related to the 2019 Strategic Shift. For locations that failed the recoverability test based on an analysis of undiscounted cash flows, the Company estimated the fair value of the locations based on a discounted cash flow analysis. After performing the long-lived asset impairment test for these locations, the Company determined that 53 locations within the RV and Outdoor Retail segment had long-lived assets that were impaired. The long-lived asset impairment charge, subject to limitations described below, was calculated as the amount that the carrying value of the locations exceeded the estimated fair value. The calculated long-lived asset impairment charge was allocated to each of the categories of long-lived assets at each location pro rata based on the long-lived assetsā carrying values, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. For most of these locations, the operating lease right-of-use assets and furniture and equipment were written down to their individual fair values and the remaining impairment charge was allocated to the remaining long-lived assets up to the fair value estimated on these assets based on liquidation value estimates. During the year ended December 31, 2019, the Company recorded long-lived asset impairment charges relating to leasehold improvements, furniture and equipment, and operating lease right-of-use assets of $20.8 million, $28.6 million, and $16.9 million, respectively. Of the $66.3 million long-lived asset impairment charge during the year ended December 31, 2019, $57.4 million was related to the 2019 Strategic Shift discussed above. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment, net | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā ā December 31, December 31, ā ā ā 2019 ā 2018 ā Land ā $ 36,069 ā $ 36,997 ā Buildings and improvements ā ā 64,860 ā ā 54,967 ā Leasehold improvements (1) ā ā 174,417 ā ā 155,975 ā Furniture and equipment ā ā 181,539 ā ā 199,536 ā Software ā ā 67,086 ā ā 80,769 ā Software systems development and construction in progress ā ā 8,632 ā ā 32,165 ā ā ā ā 532,603 ā ā 560,409 ā Less: accumulated depreciation and amortization ā ā (218,229) ā ā (200,554) ā Property and equipment, net ā $ 314,374 ā $ 359,855 ā (1) At December 31, 2018, inclusive of right-to-use assets ā In 2018, 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. Depreciation expense for the years ended December 31, 2019, 2018, and 2017 was $54.7 million, $44.8 million and $29.0 million, respectively . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill The following is a summary of changes in the Companyās goodwill by business line for the years ended December 31, 2019 and 2018 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Good Sam ā ā ā ā ā ā ā Services and ā RV and ā ā ā ā Plans Outdoor Retail Consolidated Balance as of January 1, 2018 (excluding impairment charges) ā $ 96,828 ā $ 453,350 ā $ 550,178 Accumulated impairment charges ā ā (46,884) ā ā (154,907) ā ā (201,791) Balance as of January 1, 2018 ā ā 49,944 ā ā 298,443 ā ā 348,387 Acquisitions ā ā 376 ā ā 50,400 ā ā 50,776 Impairment charge ā ā ā ā ā (40,046) ā ā (40,046) Balance as of December 31, 2018 ā $ 50,320 ā $ 308,797 ā $ 359,117 Acquisitions (1) ā ā ā ā ā 28,224 ā ā 28,224 Transfers of assets between reporting units ā ā (26,491) ā ā 26,491 ā ā ā Divestitures (2) ā ā ā ā ā (400) ā ā (400) Balance as of December 31, 2019 ā $ 23,829 ā $ 363,112 ā $ 386,941 (1) See Note 15 ā Acquisitions. (2) Goodwill was allocated to 13 specialty retail locations within the RV and Outdoor Retail segment based on relative fair value. These 13 specialty retail locations were divested in 2019. ā 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 Companyās 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. As of January 1, 2019, the Company transferred certain assets related to the Good Sam Club and co-branded credit card from GSS Enterprises, LLC (āGSSā) within the Good Sam Services and Plans segment to CWI, Inc. (āCWIā) within the RV and Outdoor Retail segment. This resulted in a transfer of $26.5 million of goodwill from the Good Sam Services and Plans segment to the RV and Outdoor Retail segment based on relative fair value as of January 1, 2019 of the portion of the reporting unit transferred. In the fourth quarter of 2019, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail reporting unit, which resulted in the determination that the estimated fair value of the RV and Outdoor Retail reporting unit, which was comprised of the entire RV and Outdoor Retail segment exceeded its carrying value. Therefore, no impairment charge was recorded for the RV and Outdoor Retail reporting unit during the year ended December 31, 2019. The Company estimated the fair value of the RV and Outdoor 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. In the fourth quarter of 2019, the Company performed its annual goodwill impairment test of the Good Sam Show and GSS Enterprise reporting units, which resulted in the determination that the estimated fair value of the Good Sam Show and GSS Enterprise reporting units, which comprise of a portion of the Good Sam Services and Plans segment exceeded its carrying value. Therefore, no impairment charge was recorded for the RV Show and GSS Enterprise reporting units during the year ended December 31, 2019. The Company estimated the fair value of the RV Show 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. 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 former Retail reporting unit, which was comprised of the entire Retail segment as previously reported (see Note 22 ā Segment Information for discussion of the change in segment reporting during the year ended December 31, 2019), exceeded its estimated fair value by an amount that exceeded the reporting unitās goodwill balance. 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 former 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 was comprised of the entire Dealership segment as previously reported and the GSS Enterprise and RV show reporting units, which was comprised a portion of the Good Sam Services and Plans segment as previously reported (see Note 22 ā Segment Information for discussion of the change in segment reporting during the year ended December 31, 2019. The Company did not record any impairment of goodwill for the Dealership, GSS Enterprise and RV Show reporting units during the year ended December 31, 2018. The Company did not record any impairments of goodwill during the years ended December 31, 2019 and 2017. Intangible Assets Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2019 ā ā Cost or ā Accumulated ā ā ā ā Fair Value Amortization Net Good Sam Services and Plans: ā ā ā ā ā ā ā ā ā Membership and customer lists ā $ 9,140 ā $ (7,972) ā $ 1,168 RV and Outdoor Retail: ā ā ā ā ā ā ā ā ā Customer lists and domain names ā ā 2,065 ā ā (1,768) ā ā 297 Trademarks and trade names ā ā 28,955 ā ā (4,862) ā ā 24,093 Websites ā ā 5,990 ā ā (1,841) ā ā 4,149 ā ā $ 46,150 ā $ (16,443) ā $ 29,707 ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2018 ā ā Cost or ā Accumulated ā ā ā ā Fair Value Amortization Net Good Sam Services and Plans: ā ā ā ā ā ā ā ā ā Membership and customer lists ā $ 9,140 ā $ (7,174) ā $ 1,966 RV and Outdoor Retail: ā ā ā ā ā ā ā ā ā Customer lists and domain names ā ā 3,415 ā ā (1,559) ā ā 1,856 Trademarks and trade names ā ā 29,304 ā ā (2,853) ā ā 26,451 Websites ā ā 6,074 ā ā (1,063) ā ā 5,011 ā ā $ 47,933 ā $ (12,649) ā $ 35,284 ā ā ā ā ā ā ā ā ā ā As of December 31, 2019, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.0 years. The approximate weighted average useful lives of our RV and Outdoor Retail finite-lived intangible assets are as follows: customer lists and domain names ā 6.1 years, trademarks and trade names ā 15.0 years, and websites ā 8.4 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 13.0 years. Amortization expense of finite-lived intangibles for the years ended December 31, 2019, 2018, and 2017 was $5.2 million, $4.5 million and $2.6 million, respectively. The aggregate future five-year amortization of finite-lived intangibles at December 31, 2019, was as follows (in thousands): ā ā ā ā ā ā 2020 $ 3,408 ā 2021 ā ā 2,986 ā 2022 ā ā 2,791 ā 2023 ā ā 2,485 ā 2024 ā ā 2,444 ā Thereafter ā ā 15,593 ā ā ā $ 29,707 ā ā |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā 2019 2018 Compensation and benefits ā $ 31,743 ā $ 34,745 Other accruals ā ā 98,573 ā ā 89,874 ā ā $ 130,316 ā $ 124,619 ā ā ā ā ā ā ā |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Long-Term Debt | ā 9. Long-Term Debt The following reflects outstanding long-term debt as of December 31 (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2019 2018 Term Loan Facility (1) ā $ 1,148,115 ā $ 1,156,345 Real Estate Facility (2) ā ā 19,521 ā ā 9,520 Subtotal ā ā 1,167,636 ā ā 1,165,865 Less: current portion ā ā (14,085) ā ā (12,977) Total ā $ 1,153,551 ā $ 1,152,888 ā ā ā ā ā ā ā (1) Net of $4.3 million and $5.4 million original issue discount at December 31, 2019 and 2018, respectively, and $10.7 million and $ 13.4 million of finance costs at December 31, 2019 and 2018, respectively. (2) Net of $0.2 million and $0.2 million of finance costs at December 31, 2019 and 2018. The aggregate future maturities of long-term debt at December 31, 2019, were as follows (in thousands): ā ā ā ā ā 2020 $ 14,085 2021 ā ā 13,310 ā 2022 ā ā 13,067 ā 2023 ā ā 1,142,381 ā Total ā $ 1,182,843 ā ā ā ā ā ā ā Senior Secured Credit Facilities As of December 31, 2019 and 2018, CWGS Group, LLC (the āBorrowerā), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (as amended from time to time, the āCredit Agreementā) for a senior secured credit facility (the āSenior Secured Credit Facilitiesā). The Senior Secured Credit Facilities consist of a $1.19 billion term loan facility (the āTerm Loan Facilityā) and a $35.0 million revolving credit facility (the āRevolving Credit Facilityā). 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. The Revolving Credit Facility matures on November 8, 2021, and the Term Loan Facility matures on November 8, 2023. The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $3.0 million. Additionally, 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 depending on the Total Leverage Ratio. As of December 31, 2019, the average interest rate on the Term Loan Facility was 4.44%. The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2019 2018 Senior Secured Credit Facilities: ā ā ā ā ā ā Term Loan Facility: ā ā ā ā ā ā Principal amount of borrowings ā $ 1,195,000 ā $ 1,195,000 Less: cumulative principal payments ā ā (31,898) ā ā (19,907) Less: unamortized original issue discount ā ā (4,320) ā ā (5,358) Less: finance costs ā ā (10,667) ā ā (13,390) ā ā ā 1,148,115 ā ā 1,156,345 Less: current portion ā ā (11,991) ā ā (11,991) Long-term debt, net of current portion ā $ 1,136,124 ā $ 1,144,354 Revolving Credit Facility: ā ā ā ā ā ā Total commitment ā $ 35,000 ā $ 35,000 Less: outstanding letters of credit ā ā (4,112) ā ā (3,689) Less: availability reduction due to Total Leverage Ratio ā ā (21,622) ā ā ā Additional borrowing capacity ā $ 9,266 ā $ 31,311 ā The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Companyās 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 pertaining to, 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, 2019, that would trigger a subjective acceleration clause. 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 in effect only if, as of the end of each calendar quarter, 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 Lendersā Revolving Commitments (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding), as defined in the Credit Agreement. As of December 31, 2019, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 30% threshold. At December 31, 2019, the Company would not have met this covenant if the Company had exceeded the 30% threshold. As such, the Companyās borrowing capacity under the Revolving Credit Facility at December 31, 2019 was limited to $9.3 million of borrowings. The Company was in compliance with all applicable debt covenants at December 31, 2019 and 2018. Real Estate Facility As of December 31, 2019 and December 31, 2018, Camping World Property, Inc. (the āāReal Estate Borrowerāā), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (āLenderā), were party to a loan and security agreement for a real estate credit facility with an aggregate maximum principal amount of $21.5 million (āReal Estate Facilityā). 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. The Real Estate Facility is secured by first priority security interest on the real estate assets acquired with the proceeds of the Real Estate Facility (āReal Estate Facility Propertiesā). The Real Estate Facility matures on October 31, 2023. As of December 31, 2019, the average interest rate on the Real Estate Facility was 4.92% with a commitment fee of 0.50% of the aggregate unused principal amount of the Real Estate Facility. As of December 31, 2019, the Company had no available capacity under the Real Estate Facility. As of December 31, 2019, a principal balance of $19.7 million was outstanding under the Real Estate Facility. The Real Estate Facility is subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all debt covenants at December 31, 2019 and 2018. |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Lease Obligations | |
Leases Obligations | 10. Lease Obligations The Company leases property and equipment throughout the United States primarily under operating leases. The Companyās finance lease is not material. For leases with initial lease terms at commencement that are greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the Companyās leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company aggregates non-lease components with the related lease components when evaluating the accounting treatment for property, equipment, and billboard leases. Many of the Companyās lease agreements include fixed rental payments. Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (āCPIā). Payments based on a change in an index or a rate, rather than a specified index or rate, are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are typically treated as variable lease payments and recognized in the period in which the obligation for those payments are incurred. Common area maintenance, property tax, and insurance associated with triple net leases, as well as payments based on revenue generated at certain leased locations, are included in variable lease costs, but are not included in the measurement of the lease liability. Most of the Companyās real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at the Companyās sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities. The depreciable life of assets and leasehold improvements are limited to the shorter of the lease term or useful life if there is a transfer of title or purchase option reasonably certain of exercise. The Company cannot readily determine the rate implicit in its leases. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company estimates its incremental borrowing rate using a yield curve based on the credit rating of its collateralized debt and maturities that are commensurate with the lease term at the applicable commencement or remeasurement date. The Company leases most of the properties for its RV and Outdoor Retail locations through 266 operating leases. The Company also leases billboards and certain of its equipment primarily through operating leases. The related operating lease assets for these operating leases are included in operating lease assets. The Companyās finance lease is not material. As of December 31, 2019, the weighted-average remaining lease term and weighted-average discount rate of operating leases was 13.1 years and 7.4% , respectively. The following presents certain information related to the costs for operating leases during 2019 (in thousands): ā ā ā ā ā ā ā Year ended December 31, 2019 ā Operating Leases Operating lease cost ā $ 122,431 Short-term lease cost ā ā 3,177 Variable lease cost ā ā 23,763 Sublease income ā ā (1,380) Net lease costs ā $ 147,991 ā The following presents supplemental cash flow information related to leases during 2019 (in thousands): ā ā ā ā ā ā ā Year ended December 31, 2019 ā ā Operating Leases Cash paid for amounts included in the measurement of lease liability: ā ā ā Operating cash flows for leases ā $ 122,073 ā ā ā ā Operating lease assets obtained in exchange for lease liabilities: ā ā ā New, remeasured, and terminated leases ā $ 98,282 ā The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities on the balance sheet as of December 31, 2019 (in thousands): ā ā ā ā ā ā Operating ā Leases 2020 $ 122,430 2021 ā ā 121,408 2022 ā ā 116,764 2023 ā ā 113,384 2024 ā ā 109,207 Thereafter ā ā 859,313 Total lease payments ā ā 1,442,506 Less: Imputed interest ā ā (540,581) Total lease obligations ā ā 901,925 Less: Current portion ā ā (58,613) Noncurrent lease obligations ā $ 843,312 ā ā ā ā ā Disclosures related to periods prior to the adoption of ASC 842 Prior to January 1, 2019, the Company analyzed all leases in accordance with ASC 840. 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): ā ā ā ā ā 2019 ā $ 118,379 2020 ā ā 113,256 2021 ā ā 108,988 2022 ā ā 104,641 2023 ā ā 101,524 Thereafter ā ā 830,179 Total ā $ 1,376,967 ā ā ā ā ā For the years ended December 31, 2018 and 2017, $110.8 million and $86.5 million, of rent expense, respectively, was charged to costs and expenses. In 2018 and 2017, a subsidiary of FreedomRoads entered into sale leaseback arrangements resulting in gains of less than $0.1 million in 2018 and a loss of less than $0.1 million in 2017. 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. 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 Companyās ongoing operations. 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 ā 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 was to be recognized ratably as an offset to rent expense over the term of the lease. The Company had included the right-to-use assets in property and equipment, net, as follows (in thousands): ā ā ā ā ā ā ā December 31, ā 2018 Right-to-use assets ā $ 5,400 Accumulated depreciation ā ā (540) ā ā $ 4,860 ā ā ā ā ā The following is a schedule by year of the future changes in the right-to-use liabilities as of December 31, 2018 (in thousands): ā ā ā ā 2019 $ 486 2020 ā ā 486 2021 ā ā 486 2022 ā ā 486 2023 ā ā 486 Thereafter ā ā 7,889 Total minimum lease payments ā ā 10,319 Amounts representing interest ā ā (5,172) Present value of net minimum right-to-use liability payments ā $ 5,147 ā The Company leased various fixed assets under capital lease arrangements requiring payments through May 2019. For the year ended December 31, the depreciation of the capital lease assets is included in depreciation. The capital leases were repaid in 2019. The Company included these leases in property and equipment, net at December 31, as follows (in thousands): ā ā ā ā ā ā 2018 Furniture and equipment ā $ 5,741 Accumulated depreciation ā ā (4,917) ā ā $ 824 ā |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | 11. Income Taxes The components of the Companyās income tax expense from operations for the year ended December 31, consisted of (in thousands): ā ā ā ā ā ā ā ā ā ā ā 2019 2018 2017 Current: ā ā ā ā ā ā ā ā ā Federal ā $ 10,605 ā $ 13,828 ā $ 19,496 State ā ā 4,080 ā ā 5,598 ā ā 4,448 Deferred: ā ā ā ā ā ā ā ā ā Federal ā ā 9,140 ā ā 11,970 ā ā 97,792 State ā ā 5,757 ā ā (606) ā ā 33,174 Income tax expense ā $ 29,582 ā $ 30,790 ā $ 154,910 ā A reconciliation of income tax expense from operations to the federal statutory rate for the year ended December 31, is as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā 2019 2018 2017 Income taxes computed at federal statutory rate (1) ā $ (19,051) ā $ 20,238 ā $ 134,961 State income taxes ā net of federal benefit (1) ā ā (4,728) ā ā 4,313 ā ā 13,570 Other differences: ā ā ā ā ā ā ā ā ā Federal alternative minimum tax and state and local taxes on pass-through entities ā ā 937 ā ā 1,076 ā ā 1,072 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) ā ā (22,089) ā ā (41,367) ā ā (84,747) Tax benefit from of transfer assets (3) ā ā (14,170) ā ā ā ā ā ā Increase in valuation allowance due to transfer of assets (3) ā ā 26,350 ā ā ā ā ā ā Increase in valuation allowance ā ā 59,552 ā ā 43,175 ā ā 11,194 Impact of 2017 Tax Act (4) ā ā ā ā ā ā ā ā 78,222 Impact of other state tax rate changes ā ā 1,653 ā ā (2,020) ā ā ā Goodwill impairment ā ā ā ā ā 6,158 ā ā ā Other ā ā 1,128 ā ā (783) ā ā 638 Income tax expense ā $ 29,582 ā $ 30,790 ā $ 154,910 ā (1) Federal and state income tax for 2019, 2018 and 2017 include the tax effect of $2.5 million of income tax benefit, $0.3 million of income tax expense and $38.8 million of income tax benefit, respectively, relating to the revaluation in the Tax Receivable Agreement liability. (2) The related income is taxable to the noncontrolling interest. (3) These amounts represent the net income tax expense of $12.2 million (composed of an increase in the valuation allowance against the Companyās overall deferred tax assets of $26.4 million, offset by the income tax benefit associated with the transferred assets of $14.2 million) related to the transfer of certain assets, including the Good Sam Club and co-branded credit cards as discussed below. (4) Excludes the tax effect of $2.5 million of income tax benefit, $0.3 million of income tax expense and $38.8 million of income tax benefit for 2019, 2018 and 2017, respectively, relating to the revaluation 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): ā ā ā ā ā ā ā ā ā 2019 2018 Deferred tax liabilities ā ā ā ā ā ā Accelerated depreciation ā $ (3) ā $ (6,468) Prepaid expenses ā ā (1,676) ā ā (1,238) Intangible assets ā ā (3,704) ā ā (3,474) Operating lease assets ā ā (71,221) ā ā ā Lease incentives ā ā (5,226) ā ā ā ā ā ā (81,830) ā ā (11,180) Deferred tax assets ā ā ā ā ā ā Investment impairment ā ā 21,601 ā ā 21,974 Inventory-related ā ā 5,029 ā ā 6,479 Gift cards ā ā 1,385 ā ā 1,478 Deferred revenues ā ā 6,859 ā ā 322 Accrual for employee benefits and severance ā ā 1,555 ā ā 1,401 Stock option expense ā ā (10) ā ā 440 Investment in partnership ā ā 203,663 ā ā 208,749 Tax Receivable Agreement liability ā ā 28,715 ā ā 34,184 Net operating loss carryforward ā ā 114,617 ā ā 51,654 Claims reserves ā ā 114 ā ā 126 Intangible assets ā ā 2,086 ā ā 547 Goodwill ā ā 2,396 ā ā 3,836 Deferred book gain ā ā ā ā ā 770 Accelerated depreciation ā ā 1,002 ā ā ā Operating lease liabilities ā ā 82,785 ā ā ā Other reserves ā ā 6,195 ā ā 6,146 ā ā ā 477,992 ā ā 338,106 Valuation allowance ā ā (266,452) ā ā (180,983) Net deferred tax assets ā $ 129,710 ā $ 145,943 ā CWH is organized as a Subchapter C corporation and, at December 31, 2019, CWH owned 42.0% of CWGS, LLC (see Note 18 ā Stockholdersā Equity). 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., CWI, and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, which are Subchapter C corporations. At December 31, 2019, the Subchapter C corporations had federal and state net operating loss carryforwards of approximately $427.4 million and $390.7 million, respectively, which will be able to offset future taxable income. If not used, $55.4 million of federal and $390.7 million of state net operating losses will expire between 2021 and 2039, and $371.9 million will be carried forward indefinitely. On January 1, 2019, the Company transferred certain assets relating to its Good Sam Club and co-branded credit card from its indirect wholly-owned subsidiary, GSS, an LLC, to its indirect wholly-owned subsidiary, CWI, a corporation. As a result of this transfer, the Company recorded $12.2 million of net income tax expense due to the revaluation of certain deferred tax assets and related changes in valuation allowance. As a result of transferring certain assets relating to its Good Sam Club and co-branded credit card from GSS to CWI, as described above, the Company also re-evaluated the impact on its Tax Receivable Agreement liability related to the reduction of future expected tax amortization. The reduction in future expected tax amortization reduced the Tax Receivable Agreement liability by $7.5 million. On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the 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. The effects of the 2017 Tax Act are reflected in the tables above. Shortly after the 2017 Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118 (āSAB 118ā) 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, 2019, the Company determined that all of its deferred tax assets (except those of Camping World Inc. (āCWā) and the Outside Basis Deferred Tax Asset discussed below) are more likely than not to be realized. The valuation allowance for CW increased by $79.7 million in the year ended December 31, 2019, compared to an increase of $43.2 million in the year ended December 31, 2018 primarily as a result of increased operating losses incurred during 2019 and transferring certain assets relating to its Good Sam Club and co-branded credit card from GSS to CWI, as described above. Since it was determined that CW would not have sufficient taxable income in the current or carryforward periods under the tax law 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 by $6.2 million in the year ended December 31, 2019, compared to an increase of $5.4 million in the year ended December 31, 2018. The increase in the year ended December 31, 2019 was primarily the result of a reduction in enacted state income tax rates, the transfer of assets described above. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. The Company is not under any material audits in any jurisdiction. 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 2016. 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, 2019 and 2018, the Company recorded an immaterial amount related to uncertain tax positions. The Company is party to a tax receivable agreement (the āTax Receivable Agreementā) 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 Ownersā or Crestview Partners II GP, L.P.ās 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, 2019 and 2018, 5,725 and 215,486 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, 2019, and December 31, 2018, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $114.8 million and $134.2 million, respectively, of which $6.6 million and $9.4 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the Consolidated Balance Sheets. The Company consolidated CWGS, LLC, which, as a limited liability company, is not subject to U.S. federal income taxes. Rather, the LLCās 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 āCentralized Partnership Audit Regimeā). 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 āimputed underpaymentā including interest and penalties, if applicable. CWGS, LLC may instead elect to make a āpush-outā 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 āpush-outā 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, 2019 | |
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 2019 and 2018 of assets and liabilities that are no t measured at fair value on a recurring basis. The following table presents the reported carrying value and fair value information for the Companyās 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. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value ā December 31, 2019 ā December 31, 2018 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility ā Level 2 ā $ 1,148,115 ā $ 1,104,947 ā $ 1,156,345 ā $ 1,116,338 Floor Plan Facility Revolving Line of Credit ā Level 2 ā ā 40,885 ā ā 41,299 ā ā 38,739 ā ā 40,139 Real Estate Facility ā Level 2 ā ā 19,521 ā ā 21,030 ā ā 9,520 ā ā 10,850 ā |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 13. Commitments and Contingencies 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 $10.0 million in 2020, $10.4 million in 2021, $10.7 million in 2022, $1.4 million in 2023, and $1.5 million in 2025 and thereafter , 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 was amended on October 28, 2016 and again October 18, 2017. The newly amended subscription agreement for future software services consists of annual fees payable as follows: $4.5 million in 2019, $4.8 million in 2020, and $5.0 million in 2021. Expense is recognized ratably over the term of the agreement. 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 workersā compensation insurance, general liability, automobile liability, professional errors and omission liability, and employee health claims. The self-insured claims liability was approximately $18.4 million and $15.7 million at December 31, 2019 and 2018, 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, 2019 and 2018, these letters of credit were approximately $15.3 million and $14.0 million, respectively. This includes $11.2 million and $10.4 million as of December 31, 2019 and 2018, respectively, issued under the FreedomRoads, LLC Floor Plan Facility (see Note 4 ā Inventories, net and Notes Payable ā Floor Plan, net), and the balance issued under the Companyās Senior Secured Credit Facilities (see Note 9 ā Long-Term Debt). 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 us, certain of our officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the āRonge Complaintā). 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 us, certain of our officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. (the āStrougo Complaintā). 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 us, certain of our officers and 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 our Class A common stock (the āConsolidated Complaintā). 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 our 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 our Class A common stock between March 8, 2017 and August 7, 2018, and seeks compensatory damages, rescission, attorneysā fees and costs, and any equitable or injunctive relief the court deems just and proper. On May 17, 2019, the Company, along with the other defendants, moved to dismiss the Consolidated Complaint. While the Company believes it has meritorious defenses to the claims of the plaintiffs and members of the putative class, the Company has been engaged in a mediation process with the plaintiffs in the Consolidated Complaint in an effort to avoid the uncertainty and expense of litigation, and as a result, is currently having ongoing settlement discussions. However, there can be no assurance that a settlement agreement will ultimately be reached. The parties have informed the court of the status of their negotiations, and on January 24, 2020, the court struck the pending motions to dismiss without prejudice. Any losses that the Company believes are probable are expected to be covered directly by the Companyās applicable insurance policies. The Company is not currently able to estimate a range of reasonably possible loss in excess of any amount that would be paid directly by the Companyās insurance carriers. Moreover, no assurance can be made that this matter either individually or together with the potential for similar suits, will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company's financial condition and results of operations. 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 (āIUOE Complaintā). The IUOE Complaint names as defendants the Company, 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 and seeks compensatory damages, including prejudgment and post-judgment interest, attorneysā fees and costs, and any equitable or injunctive relief the court deems just and proper, including rescission. On February 28, 2019, we, along with the other defendants, moved to dismiss this action. The parties argued the merits of defendantsā motion to dismiss before the Supreme Court of the State of New York, Commercial Division, on September 6, 2019. 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 Companyās initial public offering on October 6, 2016 (āGeis Complaintā). The Geis Complaint names as defendants the Company, certain of its 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 Geis Complaint seeks compensatory damages, prejudgment and post-judgment interest, attorneysā fees and costs, and any other and further relief the court deems just and proper. On April 19, 2019, we, along with the other defendants, moved to dismiss this action. The parties argued the merits of defendantsā motion to dismiss before the Circuit Court of Cook County, Illinois, Chancery Division on August 20, 2019. On August 26, 2019, the Court stayed the Geis Complaint pending resolution of the motion to dismiss the Consolidated Complaint that is pending in the United States District Court for the Northern District of Illinois. 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 styled Hunnewell v. Camping World Holdings, Inc., et al., was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial reporting and to properly oversee certain acquisitions and for alleged insider trading (the āHunnewell Complaintā). The Hunnewell Complaint names the Company as nominal defendant, and names certain of its officers and directors, among others, as defendants and seeks restitutionary and/or compensatory damages, disgorgement of all management fees, advisory fees, expenses and other fees paid by us during the period in question, disgorgement of profits pursuant to the alleged insider trading, attorneysā fees and costs, and any other and further relief the court deems just and proper. On April 17, 2019, a shareholder derivative suit styled Lincolnshire Police Pension Fund v. Camping World Holdings, Inc., et al., was filed in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty for alleged failure to implement effective disclosure controls and internal controls over financial reporting and to properly oversee certain acquisitions and for alleged insider trading and unjust enrichment for compensation received during that time (the āLPPF Complaintā). The LPPF Complaint names us as nominal defendant, and names certain of our officers and directors, among others, as defendants and seeks compensatory damages, extraordinary equitable and/or injunctive relief, restitution and disgorgement, attorneysā fees and costs, and any other and further relief the court deems just and proper. On May 30, 2019, the Court granted the partiesā joint motion to consolidate the Hunnewell and LPPF Complaints (as well as any future filed actions relating to the subject matter) and stay the newly consolidated action pending the resolution of defendantsā motion to dismiss the Consolidated Complaint pending in the United States District Court for the Northern District of Illinois. 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. On August 6, 2019, two shareholder derivative suits, styled Janssen v. Camping World Holdings, Inc., et al., and Sandler v. Camping World Holdings, Inc. et al., were filed in the U.S. District Court of Delaware. Both actions name us as a nominal defendant, and name certain of our officers and directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. as defendants, and allege: (i) violations of Section 14(a) of the Securities Exchange Act for issuing proxy statements that allegedly omitted material information and allegedly included materially false and misleading financial statements; (ii) violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, seeking contribution for causing us to issue allegedly false and misleading statements and/or allegedly omit material information in public statements and/or filings concerning our financial performance, the effectiveness of internal controls to ensure accurate financial reporting, and the success and profitability of the integration and rollout of Gander Outdoors stores; (iii) breaches of fiduciary duty, unjust enrichment, abuse of control, and gross mismanagement for allegedly causing or allowing us to disseminate to our shareholders materially misleading and inaccurate information through our SEC filings; and (iv) breach of fiduciary duties for alleged insider selling and misappropriation of information (together, the āJanssen and Sandler Complaintsā). The Janssen and Sandler Complaints seek restitutionary and/or compensatory damages, injunctive relief, disgorgement of all profits, benefits, and other compensation obtained by the certain of our officers and directors, attorneysā fees and costs, and any other and further relief the court deems just and proper. We are only a nominal defendant in the Janssen and Sandler Complaints. On September 25, 2019, the Court granted the partiesā joint motion to consolidate the action and stay the action pending resolution of the motion to dismiss the Consolidated Complaint that is pending in the United States District Court for the Northern District of Illinois. 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 ās severance pay beyond termination date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions Transactions with Directors, Equity Holders and Executive Officers FreedomRoads leases various RV and Outdoor Retail locations from managers and officers. During 2019, 2018 and 2017, the related party lease expense for these locations was $2.2 million, $1.9 million and $2.0 million, respectively. In January 2012, FreedomRoads entered into a lease (the āOriginal Leaseā) for the offices in Lincolnshire, Illinois, which was amended as of March 2013. The Original Lease base rent was $29,000 per month that was amended to $31,500 per month in March 2013 and is subject to annual increases. Commencing on November 1, 2019, by way of the Second Amendment to the Office Lease, the Company began leasing additional space for an additional monthly base rent of $5,200. The Companyās Chairman and Chief Executive Officer has personally guaranteed the lease. Other Transactions Cumulus Media Inc. (āCumulus Mediaā) has provided radio advertising for the Company through Cumulus Mediaās subsidiary, Westwood One, Inc. Crestview Partners II GP, L.P., an affiliate of CVRV, was the beneficial owner of Cumulus Mediaās Class A common stock until approximately June 6, 2018, according to Crestview Partners II GP, L.P.ās most recently filed Schedule 13D amendment with respect to the company. For the years ended December 31, 2018 and 2017, the Company incurred Cumulus Media expenses of $0.3 million and $0.4 million, respectfully, for the aforementioned advertising services. Cumulus Media was no longer a related party in the year ended December 31, 2019. The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Companyās retail locations from Precise Graphix. Mr. Lemonis has a 67% economic interest in Precise Graphix and the Company incurred expenses from Precise Graphix of $1.4 million, $5.6 million and $2.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company purchased point of purchase and visual merchandise displays from JD Custom Design (āJD Customā) for use in Camping Worldās 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, $0.4 million and $0 for the years ended December 31, 2019, 2018 and 2017, respectively. The Company does business with certain companies in which Stephen Adams, a member of the Companyās 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 (āAdams Radioā), in which Mr. Adams has an indirect 90% interest. The Company paid Adams Radio $0.2 million, $0.2 million, and $0 for the years ended December 31, 2019, 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 Companyās board of directors, $0.3 million for each of the years ended December 31, 2019, 2018 and 2017, respectively, for legal services. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions | |
Acquisitions | 15. Acquisitions In 2019 and 2018, subsidiaries of the Company acquired the assets or stock of multiple RV dealerships that constituted businesses under accounting rules. In 2019, the RV and Outdoor Retail segment acquired the assets of various RV dealership groups comprised of five locations for an aggregate purchase price of approximately $48.4 million. The purchases were partially funded through $13.9 million of borrowings under the Floor Plan Facility revolving line of credit. For the years ended December 31, 2019 and 2018, the Company purchased real property of $31.6 million and $120.8 million, respectively, of which $2.9 million and $21.6 million, respectively, was from parties related to the sellers of the businesses. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships, retail and consumer shows consist of the following: ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā Estimated ($ in thousands) 2019 2018 Life Tangible assets (liabilities) acquired (assumed): ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ ā ā $ 2,648 ā ā ā Contracts in transit ā ā ā ā ā 104 ā ā ā Accounts receivable, net ā ā ā ā ā 100 ā ā ā Inventories, net ā ā 19,856 ā ā 47,666 ā ā ā Prepaid expenses and other assets ā ā 95 ā ā 201 ā ā ā Property and equipment, net ā ā 359 ā ā 948 ā ā ā Deferred tax asset, net ā ā ā ā ā 48 ā ā ā Other assets ā ā ā ā ā ā ā ā ā Accounts payable ā ā (2) ā ā (64) ā ā ā Accrued liabilities ā ā (114) ā ā (1,455) ā ā ā Deferred revenues and gains ā ā ā ā ā (168) ā ā ā Other liabilities ā ā ā ā ā ā ā ā ā Total tangible net assets acquired ā ā 20,194 ā ā 50,028 ā ā ā Intangible assets acquired: ā ā ā ā ā ā ā ā ā Trademarks and trade names ā ā ā ā ā 318 ā ā 15 years Membership and customer lists ā ā ā ā ā 766 ā 4 - 7 years Total intangible assets acquired ā ā ā ā ā 1,084 ā ā ā Goodwill ā ā 28,224 ā ā 50,776 ā ā ā Purchase price ā ā 48,418 ā ā 101,888 ā ā ā Cash and cash equivalents acquired ā ā ā ā ā (2,648) ā ā ā Cash paid for acquisitions, net of cash acquired ā ā 48,418 ā ā 99,240 ā ā ā Inventory purchases financed via floor plan ā ā (13,853) ā ā (34,313) ā ā ā Cash payment net of floor plan financing ā $ 34,565 ā $ 64,927 ā ā ā ā The fair values above are preliminary relating to the year ended December 31, 2019 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, including acquired inventories. 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, 2019 and 2018, acquired goodwill of $28.2 million and $34.4 million is expected to be deductible for tax purposes. Included in the years ended December 31, 2019 and 2018 consolidated financial results were $44.6 million and $105.8 million of revenue, respectively, and $0.3 million and $4.2 million of pre-tax income, respectively, of the acquired dealerships from the applicable acquisition dates. |
Statement of Cash Flows
Statement of Cash Flows | 12 Months Ended |
Dec. 31, 2019 | |
Statement 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): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended ā ā December 31, ā December 31, ā December 31, ā 2019 2018 2017 Cash paid during the period for: ā ā ā ā ā ā ā ā ā Interest ā $ 105,776 ā $ 94,591 ā $ 65,202 Income taxes ā ā 5,900 ā ā 17,683 ā ā 35,432 Non-cash investing activities: ā ā ā ā ā ā ā ā ā Derecognized property and equipment for leases that qualified as operating leases after completion of construction ā ā ā ā ā (4,628) ā ā ā Leasehold improvements paid by lessor ā ā 21,749 ā ā 27,022 ā ā 4,908 Vehicles transferred to property and equipment from inventory ā ā 827 ā ā 919 ā ā 1,555 Portion of acquisition purchase price paid through issuance of Class A common stock ā ā ā ā ā ā ā ā 5,720 Derecognition of non-tenant improvements ā ā ā ā ā 8,134 ā ā ā Capital expenditures in accounts payable and accrued liabilities ā ā 3,158 ā ā 8,441 ā ā 6,721 Non-cash financing activities: ā ā ā ā ā ā ā ā ā Par value of Class A common stock issued in exchange for common units in CWGS, LLC ā ā ā ā ā 3 ā ā 130 Par value of Class A common stock issued for vested restricted stock units ā ā 4 ā ā 3 ā ā ā Par value of Class A common stock repurchased for withholding taxes on vested RSUs ā ā (1) ā ā (1) ā ā ā Par value of Class A common stock issued for acquisition ā ā ā ā ā ā ā ā 1 ā |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Benefit Plan | |
Benefit Plan | 17. Benefit Plan The Freedom Roads 401(k) Defined Contribution Plan (āFreedomRewards 401(k) Planā) 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. There were no contributions to the FreedomRewards 401(k) Plan in 2019, 2018 or 2017. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 18. Stockholdersā Equity CWGS, LLC Ownership CWH is the sole managing member of CWGS, LLC and, although CWH has a minority economic interest in CWGS, LLC of 42.0%, 41.9%, and 41.5% as of December 31, 2019, 2018, and 2017, respectively, CWH has the sole voting power in, and controls the management of, CWGS, LLC. The remaining 58.0%, 58.1%, and 58.5% of CWGS, LLC as of December 31, 2019, 2018, and 2017, respectively, was held by the āContinuing Equity Owners,ā whom the Company defines as collectively, ML Acquisition Company, a Delaware limited liability company, indirectly owned by each of Stephen Adams and the Companyās Chairman and Chief Executive Officer, Marcus Lemonis ("ML Acquisitionā), funds controlled by Crestview Partners II GP, L.P. and, collectively, the Companyās named executive officers (excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of the Companyās 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, LLCās equity incentive plan that was in existence prior to the Companyās IPO and who received common units of CWGS, LLC in exchange for their profit units in connection with the reorganization transactions at the time of the IPO (collectively, the āFormer Profit Unit Holdersā) 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 Companyās election (determined solely by the Companyās independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly issued shares of the Companyās Class A common stock. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements. Common Stock Economic and Voting Rights Each share of the Companyās Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to the Companyās 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 Companyās Chairman and Chief Executive Officer, Marcus Lemonis, and its permitted transferees of common units (collectively, the āML Related Partiesā), 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 Companyās stockholders on all matters presented to a vote of the Companyās 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 Companyās stockholders on all matters presented to a vote of the Companyās 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 Companyās Chairman and Chief Executive Officer, Marcus Lemonis. Holders of the Companyās 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 āClass B Common Ownersā) 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 Companyās 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). 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 stockholdersā equity and as a financing activity in the consolidated statement of cash flows. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2019 | |
Non-Controlling Interests | |
Non-Controlling Interests | 19. Non-Controlling Interests As described in Note 18 ā Stockholdersā Equity, CWH is 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 CWHās 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, 2019 and 2018, CWGS, LLC had negative net assets, which resulted in negative non-controlling interest amounts 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 interestās ownership share of the underlying CWGS, LLC net assets (see the Consolidated Statement of Stockholdersā Equity (Deficit)). As of December 31, 2019 and December 31, 2018, there were 89,158,273 and 88,867,373 common units of CWGS, LLC interests outstanding, respectively, of which CWH owned 37,488,989 and 37,192,364 common units of CWGS, LLC, respectively, representing 42.0% and 41.9% ownership interest in CWGS, LLC., respectively, and the Continuing Equity Owners owned 51,669,284 and 51,675,009 common units of CWGS, LLC, respectively, representing 58.0% and 58.1% ownership interests in CWGS, LLC, respectively. The following table summarizes the effects of changes in ownership in CWGS, LLC on the Companyās equity: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Net income (loss) attributable to Camping World Holdings, Inc. ā $ (60,591) ā $ 10,398 ā $ 29,853 ā Transfers to non-controlling interests: ā ā ā ā ā ā ā ā ā ā Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from a public offering ā ā ā ā ā ā ā ā (87,203) ā 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 ā ā ā ā ā ā ā ā (3,678) ā 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 ā ā ā ā ā (86) ā ā (970) ā Increase in additional paid-in capital as a result of the vesting of restricted stock units ā ā 736 ā ā 881 ā ā 257 ā Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs ā ā (1,477) ā ā (1,364) ā ā ā ā Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC ā ā (478) ā ā 4,536 ā ā 177,747 ā Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests ā $ (61,810) ā $ 14,365 ā $ 116,006 ā ā ā ā ā ā ā ā ā ā ā ā ā |
Equity-based Compensation Plans
Equity-based Compensation Plans | 12 Months Ended |
Dec. 31, 2019 | |
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: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Equity-based compensation expense: ā ā ā ā ā ā ā ā ā ā Costs applicable to revenue ā $ 847 ā $ 820 ā $ 386 ā Selling, general, and administrative ā ā 12,298 ā ā 13,268 ā ā 4,723 ā Total equity-based compensation expense ā $ 13,145 ā $ 14,088 ā $ 5,109 ā Total income tax benefit recognized related to equity-based compensation ā $ 1,275 ā $ 1,350 ā $ 619 ā ā 2016 Incentive Award Plan In October 2016, the Company adopted the 2016 Incentive Award Plan (the ā2016 Planā) 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 generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment. In accordance with the 2016 Plan, the Companyās Compensation Committee may modify these vesting terms at its discretion. Stock options are granted with an exercise price equal to the fair market value of the Companyās 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 one-year or 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, 2019, 2018, or 2017. A summary of stock option activity for the year ended December 31, 2019 is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted Average ā ā ā ā ā ā Aggregate ā Remaining ā ā Stock Options ā Weighted Average ā Intrinsic Value ā Contractual Life ā (in thousands) Exercise Price (in thousands) (years) Outstanding at December 31, 2018 ā ā 885 ā $ 21.85 ā ā ā ā ā ā Forfeited ā ā (140) ā $ 21.76 ā ā ā ā ā ā Outstanding at December 31, 2019 ā ā 745 ā $ 21.86 ā $ ā ā ā 6.6 Options exercisable at December 31, 2019 ā ā 547 ā $ 21.87 ā $ ā ā ā 6.6 ā At December 31, 2019, total unrecognized compensation cost related to unvested stock options was $1.1 million and is expected to be recognized over a weighted-average period of 0.8 years. There were no exercises of stock options during the year ended December 31, 2019. 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. A summary of restricted stock unit activity for the year ended December 31, 2019 is as follows: ā ā ā ā ā ā ā ā ā ā Restricted ā Weighted Average ā ā Stock Units ā Grant Date ā (in thousands) Fair Value Outstanding at December 31, 2018 ā ā 1,426 ā $ 32.42 Granted ā ā 968 ā $ 11.17 Vested ā ā (417) ā $ 28.25 Forfeited ā ā (171) ā $ 28.06 Outstanding at December 31, 2019 ā ā 1,806 ā $ 19.68 ā The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2019, 2018 and 2017 were $11.17 , $25.73 , and $39.10 , respectively. At December 31, 2019, the intrinsic value of unvested restricted stock units was $26.6 million. At December 31, 2019, total unrecognized compensation cost related to unvested restricted stock units was $30.9 million and is expected to be recognized over a weighted-average period of 2.8 years. The fair value of restricted stock units that vested during the years ended December 31, 2019, 2018, and 2017 was $11.8 million, $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, $0.7 million, and $0.3 million for the years ended December 31, 2019, 2018, and 2017, respectively. The restricted stock units that vested were typically net share settled such that the Company withheld shares with value equivalent to the employeesā 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 Companyās closing stock price. Total payments for the employeesā 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, 2019 | |
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. 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: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā (In thousands except per share amounts) 2019 2018 2017 ā Numerator: ā ā ā ā ā ā ā ā ā ā Net (loss) income ā $ (120,301) ā $ 65,581 ā $ 230,692 ā Less: net loss (income) attributable to non-controlling interests ā ā 59,710 ā ā (55,183) ā ā (200,839) ā Net income (loss) attributable to Camping World Holdings, Inc. ā ā ā (60,591) ā ā 10,398 ā ā 29,853 ā Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs ā ā (71) ā ā ā ā ā ā ā 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 ā ā ā ā ā 14,240 ā ā ā ā Net income (loss) attributable to Camping World Holdings, Inc. ā ā $ (60,662) ā $ 24,638 ā $ 29,853 ā Denominator: ā ā ā ā ā ā ā ā ā ā Weighted-average shares of Class A common stock outstanding ā basic ā ā 37,310 ā ā 36,985 ā ā 26,622 ā Dilutive options to purchase Class A common stock ā ā ā ā ā 78 ā ā ā ā Dilutive restricted stock units ā ā 40 ā ā 83 ā ā ā ā Dilutive common units of CWGS, LLC that are convertible into Class A common stock ā ā ā ā ā 51,732 ā ā ā ā Weighted-average shares of Class A common stock outstanding ā diluted ā ā 37,350 ā ā 88,878 ā ā 26,622 ā ā ā ā ā ā ā ā ā ā ā ā Earnings (loss) per share of Class A common stock ā basic ā $ (1.62) ā $ 0.28 ā $ 1.12 ā Earnings (loss) per share of Class A common stock ā diluted ā $ (1.62) ā $ 0.28 ā $ 1.12 ā ā ā ā ā ā ā ā ā ā ā ā Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: ā ā ā ā ā ā ā ā ā ā Stock options to purchase Class A common stock ā ā 795 ā ā 681 ā ā 1,063 ā Restricted stock units ā ā 1,179 ā ā 1,037 ā ā 393 ā Common units of CWGS, LLC that are convertible into Class A common stock ā ā 51,670 ā ā ā ā ā 59,995 ā ā Shares of the Companyās 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. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Segments Information | 22. Segment Information Following the resignation of Roger Nuttall from his position as President of Camping World on December 21, 2018, the Company took steps during the quarter ended March 31, 2019 to realign the reporting structure of the Company including management and internal reporting. As a result of these changes, the Company determined that its reportable segments had changed. The Companyās reportable segments have been identified based on various commonalities amongst the Companyās individual product lines, which is consistent with the Companyās 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 segment reporting for prior comparative periods have been recast to conform to the current period presentation. As previously discussed, the Company previously had three reportable segments: (i) Consumer Services and Plans, (ii) Dealership and (iii) Retail. Following the realignment, the Company now has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail. In conjunction with the first quarter 2019 realignment of its reporting structure, the Company combined its prior Dealership and Retail segments into the RV and Outdoor Retail segment and reclassified the Good Sam Club and co-branded credit card operations to the RV and Outdoor Retail segment from the Consumer Services and Plans segment to reflect the alignment and synergies of these businesses with the RV and Outdoor Retail locations. Within the Good Sam 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; vehicle financing and refinancing; shows and events; and publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; the sale of RV products and services, including the sale of parts, accessories, supplies and services for RVs, and equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities; commissions on the finance and insurance contracts related to the sale of RVs; and Good Sam Club memberships and co-branded credit cards. 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 Companyās chief operating decision maker to allocate resources and assess performance. The Companyās chief operating decision maker is a group comprised of the Chief Executive Officer and the President. Segment revenue includes intersegment revenue. Segment income includes intersegment allocations for subsidiaries and shared resources. Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, net, total assets, and capital expenditures are as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2019 ā ā Good Sam ā RV and ā ā ā ā ā ā ā Services ā Outdoor ā Intersegment ā ā ā ($ in thousands) and Plans Retail Eliminations Total Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Good Sam services and plans ā $ 181,526 ā $ ā ā $ (1,988) ā $ 179,538 New vehicles ā ā ā ā ā 2,375,477 ā ā (5,156) ā ā 2,370,321 Used vehicles ā ā ā ā ā 860,032 ā ā (2,404) ā ā 857,628 Products, service and other ā ā ā ā ā 1,036,439 ā ā (1,862) ā ā 1,034,577 Finance and insurance, net ā ā ā ā ā 411,035 ā ā (9,733) ā ā 401,302 Good Sam Club ā ā ā ā ā 48,653 ā ā ā ā ā 48,653 Total consolidated revenue ā $ 181,526 ā $ 4,731,636 ā $ (21,143) ā $ 4,892,019 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2018 ā ā Good Sam ā RV and ā ā ā ā ā ā ā Services ā Outdoor ā Intersegment ā ā ā ($ in thousands) and Plans Retail Eliminations Total Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Good Sam services and plans ā $ 174,641 ā $ ā ā $ (1,981) ā $ 172,660 New vehicles ā ā ā ā ā 2,517,978 ā ā (5,124) ā ā 2,512,854 Used vehicles ā ā ā ā ā 734,108 ā ā (2,091) ā ā 732,017 Products, service and other ā ā ā ā ā 951,814 ā ā (2,431) ā ā 949,383 Finance and insurance, net ā ā ā ā ā 394,214 ā ā (10,503) ā ā 383,711 Good Sam Club ā ā ā ā ā 41,392 ā ā ā ā ā 41,392 Total consolidated revenue ā $ 174,641 ā $ 4,639,506 ā $ (22,130) ā $ 4,792,017 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2017 ā ā Good Sam ā RV and ā ā ā ā ā ā ā Services ā Outdoor ā Intersegment ā ā ā ($ in thousands) and Plans ā Retail ā Eliminations Total Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Good Sam services and plans ā $ 163,374 ā $ ā ā $ (1,486) ā $ 161,888 New vehicles ā ā ā ā ā 2,440,381 ā ā (4,453) ā ā 2,435,928 Used vehicles ā ā ā ā ā 671,024 ā ā (2,164) ā ā 668,860 Products, service and other ā ā ā ā ā 655,485 ā ā (2,666) ā ā 652,819 Finance and insurance, net ā ā ā ā ā 333,988 ā ā (7,379) ā ā 326,609 Good Sam Club ā ā ā ā ā 33,726 ā ā ā ā ā 33,726 Total consolidated revenue ā $ 163,374 ā $ 4,134,604 ā $ (18,148) ā $ 4,279,830 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Segment income (loss): (1) ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 83,635 ā $ 81,138 ā $ 73,976 ā RV and Outdoor Retail ā ā (42,609) ā ā 138,085 ā ā 291,594 ā Total segment income (loss) ā ā 41,026 ā ā 219,223 ā ā 365,570 ā Corporate & other ā ā (12,455) ā ā (6,821) ā ā (5,373) ā Depreciation and amortization ā ā (59,932) ā ā (49,322) ā ā (31,545) ā Other interest expense, net ā ā (69,363) ā ā (63,329) ā ā (42,959) ā Tax Receivable Agreement liability adjustment ā ā 10,005 ā ā (1,324) ā ā 100,758 ā Loss and expense on debt restructure ā ā ā ā ā (2,056) ā ā (849) ā (Loss) income before income taxes ā $ (90,719) ā $ 96,371 ā $ 385,602 ā ā (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 two segments presented in 2019. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Depreciation and amortization: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 4,304 ā $ 3,328 ā $ 3,482 ā RV and Outdoor Retail ā ā 55,628 ā ā 45,406 ā ā 28,063 ā Subtotal ā ā 59,932 ā ā 48,734 ā ā 31,545 ā Corporate & other ā ā ā ā ā 588 ā ā ā ā Total depreciation and amortization ā $ 59,932 ā $ 49,322 ā $ 31,545 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Other interest expense, net: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ (1) ā $ 4 ā $ (2) ā RV and Outdoor Retail ā ā 8,941 ā ā 8,073 ā ā 5,883 ā Subtotal ā ā 8,940 ā ā 8,077 ā ā 5,881 ā Corporate & other ā ā 60,423 ā ā 55,252 ā ā 37,078 ā Total other interest expense, net ā $ 69,363 ā $ 63,329 ā $ 42,959 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, ā ($ in thousands) 2019 2018 2017 Assets: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 138,360 ā $ 146,012 ā $ 152,902 ā RV and Outdoor Retail ā ā 3,047,652 ā ā 2,467,519 ā ā 2,106,167 ā Subtotal ā ā 3,186,012 ā ā 2,613,531 ā ā 2,259,069 ā Corporate & other ā ā 190,228 ā ā 193,156 ā ā 307,957 ā Total assets ā $ 3,376,240 ā $ 2,806,687 ā $ 2,567,026 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Capital expenditures: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 2,952 ā $ 2,477 ā $ 3,260 ā RV and Outdoor Retail ā ā 85,405 ā ā 251,882 ā ā 77,511 ā Subtotal ā ā 88,357 ā ā 254,359 ā ā 80,771 ā Corporate and other ā ā (1) ā ā ā ā ā ā ā Total capital expenditures ā $ 88,356 ā $ 254,359 ā $ 80,771 ā ā ā ā ā ā ā ā ā ā ā ā ā |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information (Unaudited) | |
Quarterly Financial Information (Unaudited) | 23. Quarterly Financial Information (Unaudited) The three months ended December 31, 2019 and September 30, 2019, reflect long-lived asset impairments of approximately $16.3 million and $50.0 million, respectively, and restructuring charges of $19.5 million and $27.7 million, respectively, relating to the 2019 Strategic Shift as described in Note 5 ā Restructuring and Long-lived Asset Impairments. The three months ended December 31, 2018 reflect the impairment of goodwill of $40.0 million relating to the RV and Outdoor Retail reporting unit as described in Note 7 ā Goodwill and Intangible Assets. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā December 31, ā September 30, ā June 30, ā March 31, ā December 31, ā September 30, ā June 30, ā March 31, ($ in thousands) 2019 2019 2019 2019 2018 2018 2018 2018 Revenue ā $ 964,931 ā $ 1,387,972 ā $ 1,474,347 ā $ 1,064,769 ā $ 982,393 ā $ 1,309,486 ā $ 1,441,477 ā $ 1,058,661 Income (loss) from operations ā ā (66,132) ā ā (32,307) ā ā 90,304 ā ā 16,882 ā ā (43,023) ā ā 80,663 ā ā 117,704 ā ā 45,671 Net (loss) income ā ā (80,854) ā ā (65,263) ā ā 52,623 ā ā (26,807) ā ā (71,254) ā ā 46,155 ā ā 77,132 ā ā 13,548 Net income (loss) attributable to Camping World Holdings, Inc. ā ā (28,521) ā ā (30,692) ā ā 18,017 ā ā (19,395) ā ā (30,328) ā ā 14,123 ā ā 24,782 ā ā 1,821 Earnings (loss) per share of Class A common stock: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā $ (0.76) ā ā (0.82) ā ā 0.48 ā ā (0.52) ā $ (0.82) ā $ 0.38 ā $ 0.67 ā $ 0.05 Diluted ā $ (0.89) ā ā (0.82) ā ā 0.46 ā ā (0.52) ā $ (0.83) ā $ 0.38 ā $ 0.67 ā $ 0.05 ā |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2019 | |
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 Sheets (Parent Company Only) (In Thousands Except Share Amounts) ā ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2019 2018 Assets ā ā ā ā ā ā Current assets: ā ā ā ā ā ā Cash and cash equivalents ā $ 44,991 ā $ 31,537 Intercompany receivable ā ā ā ā ā 2,518 Prepaid income taxes and other ā ā 1,388 ā ā 9,049 Total current assets ā ā 46,379 ā ā 43,104 ā ā ā ā ā ā ā Deferred tax asset ā ā 127,689 ā ā 144,006 Investment in subsidiaries ā ā (91,879) ā ā (8,363) Total assets ā $ 82,189 ā $ 178,747 ā ā ā ā ā ā ā Liabilities and stockholders' equity ā ā ā ā ā ā Current liabilities: ā ā ā ā ā ā Current portion of liabilities under Tax Receivable Agreement ā $ 6,563 ā $ 9,446 Total current liabilities ā ā 6,563 ā ā 9,446 ā ā ā ā ā ā ā Liabilities under Tax Receivable Agreement, net of current portion ā ā 108,228 ā ā 124,763 Total liabilities ā ā 114,791 ā ā 134,209 ā ā ā ā ā ā ā Commitments and contingencies ā ā ā ā ā ā ā ā ā ā ā ā ā Stockholders' equity: ā ā ā ā ā ā Preferred stock, par value $0.01 per share ā 20,000,000 shares authorized; none issued and outstanding as of December 31, 2019 and December 31, 2018 ā ā ā ā ā ā Class A common stock, par value $0.01 per share ā 250,000,000 shares authorized; 37,701,584 issued and 37,488,989 outstanding as of December 31, 2019 and 37,278,690 issued and 37,192,364 outstanding as of December 31, 2018 ā ā 375 ā ā 372 Class B common stock, par value $0.0001 per share ā 75,000,000 shares authorized; 69,066,445 issued; and 50,706,629 outstanding as of December 31, 2019 and December 31, 2018 ā ā 5 ā ā 5 Class C common stock, par value $0.0001 per share ā one share authorized, issued and outstanding as of December 31, 2019 and December 31, 2018 ā ā ā ā ā ā Additional paid-in capital ā ā 50,152 ā ā 47,531 Retained deficit ā ā (83,134) ā ā (3,370) Total stockholders' (deficit) equity ā ā (32,602) ā ā 44,538 Total liabilities and stockholders' equity ā $ 82,189 ā $ 178,747 ā See accompanying Notes to Condensed Financial Information ā Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statements of Operations (Parent Company Only) (In Thousands) ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2019 2018 2017 Revenue: ā ā ā ā ā ā ā ā ā Intercompany revenue ā $ 11,642 ā $ 7,066 ā $ 4,768 Total revenue ā ā 11,642 ā ā 7,066 ā ā 4,768 ā ā ā ā ā ā ā ā ā ā Operating expenses: ā ā ā ā ā ā ā ā ā Selling, general, and administrative ā ā 11,642 ā ā 7,066 ā ā 4,770 Total operating expenses ā ā 11,642 ā ā 7,066 ā ā 4,770 ā ā ā ā ā ā ā ā ā ā Loss from operations ā ā ā ā ā ā ā ā (2) ā ā ā ā ā ā ā ā ā ā Other interest expense, net ā ā ā ā ā (15) ā ā ā Tax Receivable Agreement liability adjustment ā ā 10,005 ā ā (1,324) ā ā 100,758 Equity in net (loss) income of subsidiaries ā ā (43,317) ā ā 39,266 ā ā 82,430 ā ā ā ā ā ā ā ā ā ā (Loss) income before income taxes ā ā (33,312) ā ā 37,927 ā ā 183,186 Income tax expense ā ā (27,279) ā ā (27,529) ā ā (153,333) Net (loss) income ā $ (60,591) ā $ 10,398 ā $ 29,853 ā See accompanying Notes to Condensed Financial Information ā Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statements of Cash Flows (Parent Company Only) (In Thousands) ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year Ended December 31, ā 2019 2018 2017 Operating activities ā ā ā ā ā ā ā ā ā Net (loss) income ā $ (60,591) ā $ 10,398 ā $ 29,853 ā ā ā ā ā ā ā ā ā ā Adjustments to reconcile net (loss) income to net cash used in operating activities: ā ā ā ā ā ā ā ā ā Equity in net loss (income) of subsidiaries ā ā 43,317 ā ā (39,266) ā ā (82,430) Deferred tax expense ā ā 14,981 ā ā 10,908 ā ā 133,639 Tax Receivable Agreement liability adjustment ā ā (10,005) ā ā 1,324 ā ā (100,758) Change in assets and liabilities, net of acquisitions: ā ā ā ā ā ā ā ā ā Intercompany receivables ā ā 2,518 ā ā (2,518) ā ā ā Prepaid income taxes and other assets ā ā 7,671 ā ā 1,464 ā ā (10,656) Accounts payable and other accrued liabilities ā ā ā ā ā (44) ā ā (1,147) Payment pursuant to Tax Receivable Agreement ā ā (9,425) ā ā (8,914) ā ā (203) Net cash used in operating activities ā ā (11,534) ā ā (26,648) ā ā (31,702) ā ā ā ā ā ā ā ā ā ā Investing activities ā ā ā ā ā ā ā ā ā Purchases of LLC Interest from CWGS, LLC ā ā ā ā ā (271) ā ā (124,150) Distributions received from CWGS, LLC ā ā 47,866 ā ā 65,940 ā ā 66,092 Net cash provided by (used in) investing activities ā ā 47,866 ā ā 65,669 ā ā (58,058) ā ā ā ā ā ā ā ā ā ā Financing activities ā ā ā ā ā ā ā ā ā Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts and commissions ā ā ā ā ā ā ā ā 122,544 Proceeds from issuance of Class B common stock ā ā ā ā ā ā ā ā ā Dividends paid to Class A common stockholders ā ā (22,878) ā ā (22,697) ā ā (22,241) Proceeds from exercise of stock options ā ā ā ā ā 153 ā ā 1,728 Disgorgement of short-swing profits by Section 16 officer ā ā ā ā ā 557 ā ā ā Net cash provided by (used in) financing activities ā ā (22,878) ā ā (21,987) ā ā 102,031 ā ā ā ā ā ā ā ā ā ā Increase in cash and cash equivalents ā ā 13,454 ā ā 17,034 ā ā 12,271 Cash and cash equivalents at beginning of year ā ā 31,537 ā ā 14,503 ā ā 2,232 Cash and cash equivalents at end of the year ā $ 44,991 ā $ 31,537 ā $ 14,503 ā See accompanying Notes to Condensed Financial Information ā Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Notes to Condensed Financial Information (Parent Company Only) December 31, 2019 1. Organization Camping World Holdings, Inc. (the āParent Companyā) 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, LLCā), and certain deferred tax assets 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, LLCās Senior Secured Credit Facilities. See Note 9 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 this condensed financial information, 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 āLLC Agreementā), 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. For the years ended December 31, 2019, 2018, and 2017, the full amounts of intercompany revenue and equity in net income of subsidiaries in the accompanying Parent Company Statements of Operations were eliminated in consolidation. No intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2019. A $2.5 million of an intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2018. 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 $114.8 million and $134.2 million as of December 31, 2019 and 2018, respectively 3. Commitments and Contingencies The Parent Company is party to 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, 2019 and 2018, liabilities under the tax receivable agreement totaled $114.8 million and $134.2 million, respectively. See Note 13 to the consolidated financial statements for information regarding pending and threatened litigation. P 4. Statements of Cash Flows Supplemental disclosures of cash flow information for the years ended December 31, are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā Year Ended ā ā December 31, ā December 31, ā December 31, ā 2019 2018 2017 Cash paid during the period for: ā ā ā ā ā ā ā ā ā Interest ā $ ā ā $ 15 ā $ ā Income taxes ā ā 4,235 ā ā 14,421 ā ā 31,543 Non-cash investing activities: ā ā ā ā ā ā ā ā ā Portion of subsidiary's acquisition purchase price paid through issuance of Class A common stock ā ā ā ā ā ā ā ā 5,720 Non-cash financing activities: ā ā ā ā ā ā ā ā ā Par value of Class A common stock issued in exchange for common units in CWGS, LLC ā ā ā ā ā 3 ā ā 130 Par value of Class A common stock issued for vested restricted stock units ā ā 4 ā ā 3 ā ā ā Par value of Class A common stock repurchased for withholding taxes on vested RSUs ā ā (1) ā ā (1) ā ā ā Par value of Class A common stock issued for acquisition ā ā ā ā ā ā ā ā 1 ā |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Valuation and Qualifying Accounts | |
Valuation and Qualifying Accounts | Schedule II: Valuation and Qualifying Accounts ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Balance at Additions Charged Charges Balance ā Beginning Charged to to Other Utilized at End (In Thousands) of Period Expense (1) Accounts (2) (Write-offs) of Period Accounts receivable allowance (3) : ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year ended December 31, 2019 ā $ 4,729 ā ā (20) ā $ 278 ā $ (1,270) ā $ 3,717 Year ended December 31, 2018 (4) ā ā 8,659 ā ā 2,444 ā ā (5,278) ā ā (1,096) ā ā 4,729 Year ended December 31, 2017 ā ā 8,753 ā ā 838 ā ā 9,658 ā ā (10,590) ā ā 8,659 ā (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 Companyās revenue streams are recorded as variable consideration and would no longer be considered to have an allowance for cancellations/returns (see Note 2 ā 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. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Balance at Additions Charged Charges Balance ā Beginning Charged to to Other Utilized at End (In Thousands) of Period Expense Accounts (1) (Write-offs) of Period Noncurrent other assets allowance: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year ended December 31, 2019 ā $ ā ā $ 2,753 ā $ ā ā $ ā ā $ 2,753 Year ended December 31, 2018 (2) ā ā 7,187 ā ā ā ā ā (7,187) ā ā ā ā ā ā Year ended December 31, 2017 ā ā 5,737 ā ā ā ā ā 6,918 ā ā (5,468) ā ā 7,187 (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 Companyās revenue streams are recorded as variable consideration and would no longer be considered to have an allowance for cancellations/returns (see Note 2 ā 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. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Tax Valuation ā Tax Valuation ā ā ā ā ā ā ā ā ā ā ā Allowance ā Allowance ā ā ā ā ā ā ā ā Balance at ā Charged to ā Credited to ā Charged ā Balance ā Beginning Income Tax Income Tax to Other ā at End (In Thousands) of Period Provision Provision Accounts (1) ā of Period Valuation allowance for deferred tax assets: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year ended December 31, 2019 ā $ 180,983 ā $ 85,903 ā $ (434) ā $ ā ā $ 266,452 Year ended December 31, 2018 ā ā 132,468 ā ā 43,175 ā ā ā ā ā 5,340 ā ā 180,983 Year ended December 31, 2017 ā ā 152,021 ā ā 11,194 ā ā (64,535) ā ā 33,788 ā ā 132,468 (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, 2019 | |
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. (āCWHā) and its subsidiaries (collectively, the āCompanyā), and are presented in accordance with accounting principles generally accepted in the United States (āGAAPā). 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 āIPOā) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (āCWGS, LLCā). 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 (āFreedomRoadsā). The IPO and related reorganization transactions that occurred on October 6, 2016 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 (see Note 18 ā Stockholdersā Equity). Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of December 31, 2019, 2018, and 2017, CWH owned 42.0%, 41.9% and 41.5%, 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. 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 March 31, 2019. The Company previously had three reportable segments: (i) Consumer Services and Plans; (ii) Dealership, and (iii) Retail. Following the realignment, the Company now has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. In conjunction with the first quarter 2019 realignment of the Companyās reporting structure, the Company combined its prior Dealership and Retail segments into the RV and Outdoor Retail segment and reclassified the Good Sam Club and co-branded credit card operations to the RV and Outdoor Retail segment from the Consumer Services and Plans segment to reflect the alignment and synergies of these businesses. The remaining portion of the former Consumer Services and Plans segment is now called the Good Sam Services and Plans segment. The Companyās reportable segment financial information has been recast to reflect the updated reportable segment structure for all periods presented. See Note 22 ā Segment Information to the Consolidated Financial Statements for further information about the Companyās segments. The Company primarily provides Good Sam Services and Plans offerings under its Good Sam brand and provides RV and Outdoor Retail offerings primarily under its Camping World and Gander RV brands. Within the Good Sam 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; vehicle financing and refinancing; shows and events; and publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used recreational vehicles (āRVsā); the sale of RV products and services, including the sale of parts, accessories, supplies and services for RVs; equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities; commissions on the finance and insurance contracts related to the sale of RVs; and Good Sam Club memberships and co-branded credit cards. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and outdoor enthusiasts. In connection with the Companyās previously announced plan to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs (see Note 5 ā Restructuring and Long-lived Asset Impairment), the Company has reduced its number of retail locations to 175 as of December 31, 2019 from 227 as of December 31, 2018. From December 31, 2018 to December 31, 2019, the Company opened 11 locations, closed 50 locations, divested 13 specialty outdoor retail locations, and converted 10 locations to RV dealerships. The table below summarizes the Companyās store locations from December 31, 2018 to December 31, 2019: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā RV ā RV Services & ā Other ā ā ā ā ā Dealerships ā Retail Centers ā Retail Stores ā Total Store locations as of December 31, 2018 ā ā 141 ā ā 14 ā ā 72 ā ā 227 Opened ā ā 11 ā ā ā ā ā ā ā ā 11 Closed / divested ā ā (8) ā ā (2) ā ā (53) ā ā (63) Converted ā ā 10 ā ā (1) ā ā (9) ā ā ā Store locations as of December 31, 2019 ā ā 154 ā ā 11 ā ā 10 ā ā 175 ā ā ā ā ā ā ā ā ā ā ā ā ā ā |
Reclassifications of Prior Period Amounts | Reclassifications of Prior Period Amounts Certain prior-period amounts have been reclassified to conform to the current period presentation. Specifically, as discussed in Note 22 ā Segment Information, the Company has made changes to its operating segments and transferred certain assets relating to the Good Sam Club and co-branded credit card from its Good Sam Services and Plans segment to its RV and Outdoor Retail segment. Additionally, as a result of these changes, the Company has updated its disaggregated revenue categories to the following: ā¢ Good Sam Services and Plans ā includes extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs, vehicle financing and refinancing, travel protection, consumer shows, directories, consumer magazines, and the Coast to Coast Club; ā¢ New Vehicles ā represents the sale of new RVs; ā¢ Used Vehicles ā represents the sale of used RVs; ā¢ Products, Service and Other ā includes repair and maintenance, installation of parts and accessories, collision repair, sales of RV equipment and accessories, sales of outdoor lifestyle products and apparel, and other; ā¢ Finance and Insurance, net ā includes vehicle financing and protection plans typically sold in conjunction with the sale of new and used vehicles; and ā¢ Good Sam Club ā includes the Good Sam Club and co-branded credit card. |
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, long-lived asset impairments, program cancellation reserves, chargebacks, and accruals related to estimated tax liabilities, product return reserves, and other liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with an original 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 Companyās 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 Companyās 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 the Companyās 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, 2019 and 2018 was approximately $149.9 million and $142.2 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 New and used RV 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. Products, 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 RV and Outdoor Retail inventories 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: ā ā ā ā ā Years Building and improvements ā 40 Leasehold improvements ā 3 - 40 Furniture, fixtures and equipment ā 3 - 12 Software ā 3 - 5 ā Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter. |
Leases | Leases After the adoption of Accounting Standards Codification (āASCā) 842, Leases (āASC 842ā) on January 1, 2019 (see āRecently Adopted Accounting Pronouncementsā elsewhere in this Note 1) the Company recognizes a right-of-use (āROUā) asset and a lease liability on the balance sheet for operating leases (with the exception of short-term leases based on the practical expedient elected by the Company) at the commencement date, in addition to finance leases that were previously also required to be recognized on the balance sheet, and recognizes expenses on the income statement in a similar manner to the previous guidance in ASC 840, Leases (āASC 840ā) (see Note 10 ā Lease Obligations). |
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 7 ā Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. |
Long-Lived Assets | Long-Lived Assets Long-lived assets included in property and equipment, net, including capitalized software costs to be held and used and ROU assets relating to leases 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 Companyās major software systems, such as its accounting and membership systems, the Companyās 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. |
Long-Term Debt | Long-Term Debt The fair value of the Companyās 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 ā 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 Companyās 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. Good Sam Services and Plans revenue consists of revenue from publications, consumer shows, and marketing fees from various consumer services and plans. Roadside Assistance (āRAā) revenues are deferred and recognized over the contractual life of the membership. RA claim expenses are recognized when incurred. 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. RV vehicle 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 RV-related parts, service and other products sales is recognized over time as work is completed, and when parts or other products are delivered to the Companyās 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, selling extended service contracts, and selling other products, 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 revenue in the period in which the related revenue is recognized. The remaining RV and Outdoor retail revenue consists of sales of products, service 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, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Companyās 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. Good Sam Club revenue consists of revenue from club membership fees and royalty fees from co-branded credit cards. Membership 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. Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Companyās co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders. 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 For periods prior to the adoption of ASC 606 on January 1, 2018 (see Note 2 ā 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. Good Sam Services and Plans revenue consists revenue from publications, consumer shows, and marketing and royalty fees from various consumer services and plans. Certain Good Sam 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 Good Sam Club memberships and Good Sam Services and Plans 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 (āVSOEā) 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 managementās 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 products, service 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 Companyās parts and service departments recondition the majority of used vehicles acquired by the Companyās used vehicle departments and perform minor preparatory work on new vehicles acquired by the Companyās 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 Companyās parts and service departments are eliminated in consolidation. The Company maintains a reserve for internal work order profits on vehicles that remain in inventories. |
Advertising expense/Vendor Allowances and Shipping and Handling Fees and Costs | Advertising Expense 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, 2019, 2018 and 2017 were $117.8 million, $112.4 million and $86.6 million, respectively. Vendor Allowances As a component of the Companyās 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, 2019, 2018, and 2017, $6.2 million, $4.9 million, and $4.1 million of shipping and handling fees, respectively, were included in the RV and Outdoor 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 ā Income Taxes. |
Recently Adopted and Issued Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the āFASBā) issued Accounting Standards Update (āASUā) No. 2016-02, Leases (Topic 842) (āASU 2016-02ā or āASC 842ā). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2016-02, which were effective upon the adoption of ASU 2016-02. The amendments in this ASU related 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 operating and finance leases (with the exception of short-term leases based on the practical expedient elected by the Company) at the lease commencement date, whereas only finance leases were required to be recognized on the balance sheet under the previous guidance in ASC 840, and recognize expenses on the income statement in a similar manner to the previous guidance in ASC 840. The lease liability is measured as the present value of the unpaid lease payments and the right-of-use asset is derived from the calculation of the lease liability adjusted for initial direct costs, prepaid lease payments, and lease incentives. Lease payments include fixed and in-substance fixed payments, variable payments based on an index or rate at lease commencement, 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 do not include variable lease payments other than those that depend on an index or rate measured at lease commencement, any guarantee by the lessee of the lessorās debt, or any amount allocated to non-lease components. The discount rate used to derive the present value of unpaid lease payments is based on the rates implicit in the lease, or if not available, the incremental borrowing rate. The most significant impact of ASC 842 on the Companyās accounting was the balance sheet impact of its real estate operating leases, which significantly increased assets and liabilities. In addition, ASC 842 eliminated the previous build-to-suit lease accounting guidance and resulted 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 made 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 elected 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 elected the practical expedient which allows aggregation of non-lease components with the related lease components when evaluating accounting treatment for property, equipment, and billboard leases. Lastly, the Company applied 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 adopted ASC 842 on January 1, 2019. The impact of applying ASC 842 effective as of January 1, 2019, to the Companyās consolidated statements of operations and cash flows was not significant. The major impacts to the balance sheet were 1) the addition of $809.7 million in operating lease assets, 2) the addition of $867.5 million of operating lease liabilities, 3) the removal of approximately $4.9 million, $10.6 million, $7.6 million, and $54.5 million of property and equipment, net; deferred revenues and gains; accrued liabilities; and other liabilities, respectively, and 4) a cumulative-effect adjustment for the adoption of ASC 842 of $3.7 million and $6.3 million was recorded to retained earnings and non-controlling interests, respectively. The adoption of ASC 842 did not impact any of its existing debt covenants. In June 2018, the FASB issued ASU No. 2018-07, CompensationāStock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (āASU 2018-07ā). This standard simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted the amendments of this ASU on January 1, 2019 and the adoption did not materially impact its consolidated financial statements, results of operations, or statements of cash flows. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (āASU 2016-13ā). This standard requires the use of a forward-looking expected loss impairment model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This standard also requires impairments and recoveries for available-for-sale debt securities to be recorded through an allowance account and revises certain disclosure requirements. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will adopt ASU 2016-13 on January 1, 2020. The Company is currently evaluating the impact that the adoption of the provisions of this ASU will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Customerās Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (āASU 2018-15ā). 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 this ASU will have on its consolidated financial statements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (āASU 2019-12ā). This standard reduces complexity by removing specific exceptions to general principles related to intraperiod tax allocations, ownership changes in foreign investments, and interim period income tax accounting for year-to-date losses that exceed anticipated losses. This standard also simplifies accounting for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The ASU permits either a retrospective basis or a modified retrospective transition approach. The Company is currently evaluating the impact that the adoption of the provisions of this ASU will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of store locations | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā RV ā RV Services & ā Other ā ā ā ā ā Dealerships ā Retail Centers ā Retail Stores ā Total Store locations as of December 31, 2018 ā ā 141 ā ā 14 ā ā 72 ā ā 227 Opened ā ā 11 ā ā ā ā ā ā ā ā 11 Closed / divested ā ā (8) ā ā (2) ā ā (53) ā ā (63) Converted ā ā 10 ā ā (1) ā ā (9) ā ā ā Store locations as of December 31, 2019 ā ā 154 ā ā 11 ā ā 10 ā ā 175 ā ā ā ā ā ā ā ā ā ā ā ā ā |
Schedule of Property and Equipment, estimated useful lives of the assets | ā ā ā ā ā Years Building and improvements ā 40 Leasehold improvements ā 3 - 40 Furniture, fixtures and equipment ā 3 - 12 Software ā 3 - 5 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
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, 2019 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): ā ā ā ā ā ā As of ā December 31, 2019 2020 $ 87,093 2021 ā ā 27,368 2022 ā ā 14,171 2023 ā ā 7,253 2024 ā ā 3,699 Thereafter ā ā 5,588 Total ā $ 145,172 ā ā ā ā |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables | |
Summary of receivables | Receivables consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā ā 2019 2018 ā Good Sam Services and Plans ā $ 20,195 ā $ 18,742 ā RV and Outdoor Retail ā ā ā ā ā ā ā New and used vehicles ā ā 2,295 ā ā 3,129 ā Parts, service and other ā ā 23,199 ā ā 24,020 ā Trade accounts receivable ā ā 15,715 ā ā 14,751 ā Due from manufacturers ā ā 17,642 ā ā 20,645 ā Other ā ā 5,782 ā ā 8,822 ā Corporate ā ā 556 ā ā ā ā ā ā ā 85,384 ā ā 90,109 ā Allowance for doubtful accounts ā ā (3,537) ā ā (4,398) ā ā ā $ 81,847 ā $ 85,711 ā |
Inventories, net and Notes Pa_2
Inventories, net and Notes Payable - Floor Plan, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventories, net and Notes Payable - Floor Plan, net | |
Schedule of inventories | Inventories consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2019 2018 Good Sam services and plans ā $ 590 ā $ 459 New RVs ā ā 966,134 ā ā 1,017,910 Used RVs ā ā 165,927 ā ā 124,527 Products, parts, accessories and other ā ā 225,888 ā ā 416,074 ā ā $ 1,358,539 ā $ 1,558,970 |
Schedule of outstanding amounts and available borrowing | The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2019 2018 Floor Plan Facility: ā ā ā ā ā ā Notes payable ā ā ā ā ā ā ā Total commitment ā $ 1,379,750 ā $ 1,415,000 Less: borrowings, net ā ā (848,027) ā ā (885,980) Less: flooring line aggregate interest reduction account ā ā (87,016) ā ā (97,757) Additional borrowing capacity ā ā 444,707 ā ā 431,263 Less: accounts payable for sold inventory ā ā (27,892) ā ā (33,928) Less: purchase commitments ā ā (8,006) ā ā (22,530) Unencumbered borrowing capacity ā $ 408,809 ā $ 374,805 ā ā ā ā ā ā ā Revolving line of credit ā $ 60,000 ā $ 60,000 Less borrowings ā ā (40,885) ā ā (38,739) Additional borrowing capacity ā $ 19,115 ā $ 21,261 ā ā ā ā ā ā ā Letters of credit: ā ā ā ā ā ā Total commitment ā $ 15,000 ā $ 15,000 Less: outstanding letters of credit ā ā (11,175) ā ā (10,380) Additional letters of credit capacity ā $ 3,825 ā $ 4,620 |
Restructuring and Long-lived _2
Restructuring and Long-lived Asset Impairment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Long-lived Asset Impairment | |
Schedule of expenses associated with the 2019 Strategic Shift | The following table details the costs incurred associated with the 2019 Strategic Shift (in thousands): ā ā ā ā ā ā Year Ended ā ā 2019 Restructuring costs: ā ā ā One-time termination benefits (1) ā $ 1,008 Lease termination costs (2) ā ā 55 Incremental inventory reserve charges (3) ā ā 41,894 Other associated costs (4) ā ā 4,321 Total restructuring costs ā ā 47,278 Less: lease termination costs ā ā (55) Total restructuring costs excluding lease termination costs ā $ 47,223 ā ā ā ā (1) These costs were included in selling, general, and administrative expenses in the consolidated statements of operations. (2) These costs were included in lease termination charges in the consolidated statements of operations and excludes a gain of $0.7 million relating to lease terminations of closed locations that were not related to the 2019 Strategic Shift. (3) These costs were included in costs applicable to revenue ā products, service and other in the consolidated statements of operations. (4) Other associated costs primarily represent labor, lease, and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. For the year ended December 31, 2019, costs of approximately $0.6 million were included in costs applicable to revenue ā products, service and other, and $3.7 million were included in selling, general, and administrative expenses in the consolidated statements of operations. |
Schedule of changes in the restructuring accrual associated with the 2019 Strategic Shift | The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā One-time Lease Other ā ā Termination Termination Associated ā ā Benefits Costs (1) Costs Total Balance at June 30, 2019 ā $ ā ā $ ā ā $ ā ā $ ā Charged to expense ā ā 1,008 ā ā 1,350 ā ā 4,321 ā ā 6,679 Paid or otherwise settled ā ā (286) ā ā (1,350) ā ā (4,036) ā ā (5,672) Reversals of prior accruals ā ā ā ā ā ā ā ā ā ā ā ā Balance at December 31, 2019 ā $ 722 ā $ ā ā $ 285 ā $ 1,007 ā ā ā ā ā ā ā ā ā ā ā ā ā (1) Lease termination costs excludes the $1.3 million gain from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment, net | |
Property and Equipment, net | Property and equipment consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā ā December 31, December 31, ā ā ā 2019 ā 2018 ā Land ā $ 36,069 ā $ 36,997 ā Buildings and improvements ā ā 64,860 ā ā 54,967 ā Leasehold improvements (1) ā ā 174,417 ā ā 155,975 ā Furniture and equipment ā ā 181,539 ā ā 199,536 ā Software ā ā 67,086 ā ā 80,769 ā Software systems development and construction in progress ā ā 8,632 ā ā 32,165 ā ā ā ā 532,603 ā ā 560,409 ā Less: accumulated depreciation and amortization ā ā (218,229) ā ā (200,554) ā Property and equipment, net ā $ 314,374 ā $ 359,855 ā (1) At December 31, 2018, inclusive of right-to-use assets |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets | |
Changes in goodwill by business line | The following is a summary of changes in the Companyās goodwill by business line for the years ended December 31, 2019 and 2018 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Good Sam ā ā ā ā ā ā ā Services and ā RV and ā ā ā ā Plans Outdoor Retail Consolidated Balance as of January 1, 2018 (excluding impairment charges) ā $ 96,828 ā $ 453,350 ā $ 550,178 Accumulated impairment charges ā ā (46,884) ā ā (154,907) ā ā (201,791) Balance as of January 1, 2018 ā ā 49,944 ā ā 298,443 ā ā 348,387 Acquisitions ā ā 376 ā ā 50,400 ā ā 50,776 Impairment charge ā ā ā ā ā (40,046) ā ā (40,046) Balance as of December 31, 2018 ā $ 50,320 ā $ 308,797 ā $ 359,117 Acquisitions (1) ā ā ā ā ā 28,224 ā ā 28,224 Transfers of assets between reporting units ā ā (26,491) ā ā 26,491 ā ā ā Divestitures (2) ā ā ā ā ā (400) ā ā (400) Balance as of December 31, 2019 ā $ 23,829 ā $ 363,112 ā $ 386,941 (1) See Note 15 ā Acquisitions. (2) Goodwill was allocated to 13 specialty retail locations within the RV and Outdoor Retail segment based on relative fair value. These 13 specialty retail locations were divested in 2019. ā |
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): ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2019 ā ā Cost or ā Accumulated ā ā ā ā Fair Value Amortization Net Good Sam Services and Plans: ā ā ā ā ā ā ā ā ā Membership and customer lists ā $ 9,140 ā $ (7,972) ā $ 1,168 RV and Outdoor Retail: ā ā ā ā ā ā ā ā ā Customer lists and domain names ā ā 2,065 ā ā (1,768) ā ā 297 Trademarks and trade names ā ā 28,955 ā ā (4,862) ā ā 24,093 Websites ā ā 5,990 ā ā (1,841) ā ā 4,149 ā ā $ 46,150 ā $ (16,443) ā $ 29,707 ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2018 ā ā Cost or ā Accumulated ā ā ā ā Fair Value Amortization Net Good Sam Services and Plans: ā ā ā ā ā ā ā ā ā Membership and customer lists ā $ 9,140 ā $ (7,174) ā $ 1,966 RV and Outdoor Retail: ā ā ā ā ā ā ā ā ā Customer lists and domain names ā ā 3,415 ā ā (1,559) ā ā 1,856 Trademarks and trade names ā ā 29,304 ā ā (2,853) ā ā 26,451 Websites ā ā 6,074 ā ā (1,063) ā ā 5,011 ā ā $ 47,933 ā $ (12,649) ā $ 35,284 ā ā ā ā ā ā ā ā ā ā |
Schedule of amortization of finite lived intangibles assets | The aggregate future five-year amortization of finite-lived intangibles at December 31, 2019, was as follows (in thousands): ā ā ā ā ā ā 2020 $ 3,408 ā 2021 ā ā 2,986 ā 2022 ā ā 2,791 ā 2023 ā ā 2,485 ā 2024 ā ā 2,444 ā Thereafter ā ā 15,593 ā ā ā $ 29,707 ā |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities | |
Schedule Of Accrued liabilities | Accrued liabilities consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā 2019 2018 Compensation and benefits ā $ 31,743 ā $ 34,745 Other accruals ā ā 98,573 ā ā 89,874 ā ā $ 130,316 ā $ 124,619 ā ā ā ā ā ā ā |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Long-Term debt | The following reflects outstanding long-term debt as of December 31 (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2019 2018 Term Loan Facility (1) ā $ 1,148,115 ā $ 1,156,345 Real Estate Facility (2) ā ā 19,521 ā ā 9,520 Subtotal ā ā 1,167,636 ā ā 1,165,865 Less: current portion ā ā (14,085) ā ā (12,977) Total ā $ 1,153,551 ā $ 1,152,888 ā ā ā ā ā ā ā (1) Net of $4.3 million and $5.4 million original issue discount at December 31, 2019 and 2018, respectively, and $10.7 million and $ 13.4 million of finance costs at December 31, 2019 and 2018, respectively. (2) Net of $0.2 million and $0.2 million of finance costs at December 31, 2019 and 2018. |
Schedule of Aggregate Maturities of Long-term Debt | The aggregate future maturities of long-term debt at December 31, 2019, were as follows (in thousands): ā ā ā ā ā 2020 $ 14,085 2021 ā ā 13,310 ā 2022 ā ā 13,067 ā 2023 ā ā 1,142,381 ā Total ā $ 1,182,843 ā ā ā ā ā ā |
Schedule of outstanding amounts and available borrowings under the Senior Secured Credit Facilities | As of December 31, 2019, the average interest rate on the Term Loan Facility was 4.44%. The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2019 2018 Senior Secured Credit Facilities: ā ā ā ā ā ā Term Loan Facility: ā ā ā ā ā ā Principal amount of borrowings ā $ 1,195,000 ā $ 1,195,000 Less: cumulative principal payments ā ā (31,898) ā ā (19,907) Less: unamortized original issue discount ā ā (4,320) ā ā (5,358) Less: finance costs ā ā (10,667) ā ā (13,390) ā ā ā 1,148,115 ā ā 1,156,345 Less: current portion ā ā (11,991) ā ā (11,991) Long-term debt, net of current portion ā $ 1,136,124 ā $ 1,144,354 Revolving Credit Facility: ā ā ā ā ā ā Total commitment ā $ 35,000 ā $ 35,000 Less: outstanding letters of credit ā ā (4,112) ā ā (3,689) Less: availability reduction due to Total Leverage Ratio ā ā (21,622) ā ā ā Additional borrowing capacity ā $ 9,266 ā $ 31,311 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Lease Obligations | |
Summary of lease cost | ā ā ā ā ā ā ā Year ended December 31, 2019 ā Operating Leases Operating lease cost ā $ 122,431 Short-term lease cost ā ā 3,177 Variable lease cost ā ā 23,763 Sublease income ā ā (1,380) Net lease costs ā $ 147,991 |
Schedule of cash flow supplemental information | ā ā ā ā ā ā ā Year ended December 31, 2019 ā ā Operating Leases Cash paid for amounts included in the measurement of lease liability: ā ā ā Operating cash flows for leases ā $ 122,073 ā ā ā ā Operating lease assets obtained in exchange for lease liabilities: ā ā ā New, remeasured, and terminated leases ā $ 98,282 |
Schedule of future operating lease obligations | ā ā ā ā ā ā Operating ā Leases 2020 $ 122,430 2021 ā ā 121,408 2022 ā ā 116,764 2023 ā ā 113,384 2024 ā ā 109,207 Thereafter ā ā 859,313 Total lease payments ā ā 1,442,506 Less: Imputed interest ā ā (540,581) Total lease obligations ā ā 901,925 Less: Current portion ā ā (58,613) Noncurrent lease obligations ā $ 843,312 ā ā ā ā |
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): ā ā ā ā ā 2019 ā $ 118,379 2020 ā ā 113,256 2021 ā ā 108,988 2022 ā ā 104,641 2023 ā ā 101,524 Thereafter ā ā 830,179 Total ā $ 1,376,967 ā ā ā ā |
Schedule of right-to-use assets | ā ā ā ā ā ā ā December 31, ā 2018 Right-to-use assets ā $ 5,400 Accumulated depreciation ā ā (540) ā ā $ 4,860 ā ā ā ā |
Schedule of future changes in the right-to-use liabilities | The following is a schedule by year of the future changes in the right-to-use liabilities as of December 31, 2018 (in thousands): ā ā ā ā 2019 $ 486 2020 ā ā 486 2021 ā ā 486 2022 ā ā 486 2023 ā ā 486 Thereafter ā ā 7,889 Total minimum lease payments ā ā 10,319 Amounts representing interest ā ā (5,172) Present value of net minimum right-to-use liability payments ā $ 5,147 |
Schedule of leases in property and equipment | The Company included these leases in property and equipment, net at December 31, as follows (in thousands): ā ā ā ā ā ā 2018 Furniture and equipment ā $ 5,741 Accumulated depreciation ā ā (4,917) ā ā $ 824 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of components of the Company's income tax expense | The components of the Companyās income tax expense from operations for the year ended December 31, consisted of (in thousands): ā ā ā ā ā ā ā ā ā ā ā 2019 2018 2017 Current: ā ā ā ā ā ā ā ā ā Federal ā $ 10,605 ā $ 13,828 ā $ 19,496 State ā ā 4,080 ā ā 5,598 ā ā 4,448 Deferred: ā ā ā ā ā ā ā ā ā Federal ā ā 9,140 ā ā 11,970 ā ā 97,792 State ā ā 5,757 ā ā (606) ā ā 33,174 Income tax expense ā $ 29,582 ā $ 30,790 ā $ 154,910 |
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): ā ā ā ā ā ā ā ā ā ā ā 2019 2018 2017 Income taxes computed at federal statutory rate (1) ā $ (19,051) ā $ 20,238 ā $ 134,961 State income taxes ā net of federal benefit (1) ā ā (4,728) ā ā 4,313 ā ā 13,570 Other differences: ā ā ā ā ā ā ā ā ā Federal alternative minimum tax and state and local taxes on pass-through entities ā ā 937 ā ā 1,076 ā ā 1,072 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) ā ā (22,089) ā ā (41,367) ā ā (84,747) Tax benefit from of transfer assets (3) ā ā (14,170) ā ā ā ā ā ā Increase in valuation allowance due to transfer of assets (3) ā ā 26,350 ā ā ā ā ā ā Increase in valuation allowance ā ā 59,552 ā ā 43,175 ā ā 11,194 Impact of 2017 Tax Act (4) ā ā ā ā ā ā ā ā 78,222 Impact of other state tax rate changes ā ā 1,653 ā ā (2,020) ā ā ā Goodwill impairment ā ā ā ā ā 6,158 ā ā ā Other ā ā 1,128 ā ā (783) ā ā 638 Income tax expense ā $ 29,582 ā $ 30,790 ā $ 154,910 ā (1) Federal and state income tax for 2019, 2018 and 2017 include the tax effect of $2.5 million of income tax benefit, $0.3 million of income tax expense and $38.8 million of income tax benefit, respectively, relating to the revaluation in the Tax Receivable Agreement liability. (2) The related income is taxable to the noncontrolling interest. (3) These amounts represent the net income tax expense of $12.2 million (composed of an increase in the valuation allowance against the Companyās overall deferred tax assets of $26.4 million, offset by the income tax benefit associated with the transferred assets of $14.2 million) related to the transfer of certain assets, including the Good Sam Club and co-branded credit cards as discussed below. (4) Excludes the tax effect of $2.5 million of income tax benefit, $0.3 million of income tax expense and $38.8 million of income tax benefit for 2019, 2018 and 2017, respectively, relating to the revaluation 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): ā ā ā ā ā ā ā ā ā 2019 2018 Deferred tax liabilities ā ā ā ā ā ā Accelerated depreciation ā $ (3) ā $ (6,468) Prepaid expenses ā ā (1,676) ā ā (1,238) Intangible assets ā ā (3,704) ā ā (3,474) Operating lease assets ā ā (71,221) ā ā ā Lease incentives ā ā (5,226) ā ā ā ā ā ā (81,830) ā ā (11,180) Deferred tax assets ā ā ā ā ā ā Investment impairment ā ā 21,601 ā ā 21,974 Inventory-related ā ā 5,029 ā ā 6,479 Gift cards ā ā 1,385 ā ā 1,478 Deferred revenues ā ā 6,859 ā ā 322 Accrual for employee benefits and severance ā ā 1,555 ā ā 1,401 Stock option expense ā ā (10) ā ā 440 Investment in partnership ā ā 203,663 ā ā 208,749 Tax Receivable Agreement liability ā ā 28,715 ā ā 34,184 Net operating loss carryforward ā ā 114,617 ā ā 51,654 Claims reserves ā ā 114 ā ā 126 Intangible assets ā ā 2,086 ā ā 547 Goodwill ā ā 2,396 ā ā 3,836 Deferred book gain ā ā ā ā ā 770 Accelerated depreciation ā ā 1,002 ā ā ā Operating lease liabilities ā ā 82,785 ā ā ā Other reserves ā ā 6,195 ā ā 6,146 ā ā ā 477,992 ā ā 338,106 Valuation allowance ā ā (266,452) ā ā (180,983) Net deferred tax assets ā $ 129,710 ā $ 145,943 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Summary of aggregate carrying value and fair value of fixed rate debt | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value ā December 31, 2019 ā December 31, 2018 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility ā Level 2 ā $ 1,148,115 ā $ 1,104,947 ā $ 1,156,345 ā $ 1,116,338 Floor Plan Facility Revolving Line of Credit ā Level 2 ā ā 40,885 ā ā 41,299 ā ā 38,739 ā ā 40,139 Real Estate Facility ā Level 2 ā ā 19,521 ā ā 21,030 ā ā 9,520 ā ā 10,850 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Assets Or Stock Of Multiple Dealership Locations Acquired [Member] | |
Acquisitions | |
Summary of the purchase price allocations | ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā Estimated ($ in thousands) 2019 2018 Life Tangible assets (liabilities) acquired (assumed): ā ā ā ā ā ā ā ā ā Cash and cash equivalents ā $ ā ā $ 2,648 ā ā ā Contracts in transit ā ā ā ā ā 104 ā ā ā Accounts receivable, net ā ā ā ā ā 100 ā ā ā Inventories, net ā ā 19,856 ā ā 47,666 ā ā ā Prepaid expenses and other assets ā ā 95 ā ā 201 ā ā ā Property and equipment, net ā ā 359 ā ā 948 ā ā ā Deferred tax asset, net ā ā ā ā ā 48 ā ā ā Other assets ā ā ā ā ā ā ā ā ā Accounts payable ā ā (2) ā ā (64) ā ā ā Accrued liabilities ā ā (114) ā ā (1,455) ā ā ā Deferred revenues and gains ā ā ā ā ā (168) ā ā ā Other liabilities ā ā ā ā ā ā ā ā ā Total tangible net assets acquired ā ā 20,194 ā ā 50,028 ā ā ā Intangible assets acquired: ā ā ā ā ā ā ā ā ā Trademarks and trade names ā ā ā ā ā 318 ā ā 15 years Membership and customer lists ā ā ā ā ā 766 ā 4 - 7 years Total intangible assets acquired ā ā ā ā ā 1,084 ā ā ā Goodwill ā ā 28,224 ā ā 50,776 ā ā ā Purchase price ā ā 48,418 ā ā 101,888 ā ā ā Cash and cash equivalents acquired ā ā ā ā ā (2,648) ā ā ā Cash paid for acquisitions, net of cash acquired ā ā 48,418 ā ā 99,240 ā ā ā Inventory purchases financed via floor plan ā ā (13,853) ā ā (34,313) ā ā ā Cash payment net of floor plan financing ā $ 34,565 ā $ 64,927 ā ā ā |
Statement of Cash Flows (Tables
Statement of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Statement 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): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended ā ā December 31, ā December 31, ā December 31, ā 2019 2018 2017 Cash paid during the period for: ā ā ā ā ā ā ā ā ā Interest ā $ 105,776 ā $ 94,591 ā $ 65,202 Income taxes ā ā 5,900 ā ā 17,683 ā ā 35,432 Non-cash investing activities: ā ā ā ā ā ā ā ā ā Derecognized property and equipment for leases that qualified as operating leases after completion of construction ā ā ā ā ā (4,628) ā ā ā Leasehold improvements paid by lessor ā ā 21,749 ā ā 27,022 ā ā 4,908 Vehicles transferred to property and equipment from inventory ā ā 827 ā ā 919 ā ā 1,555 Portion of acquisition purchase price paid through issuance of Class A common stock ā ā ā ā ā ā ā ā 5,720 Derecognition of non-tenant improvements ā ā ā ā ā 8,134 ā ā ā Capital expenditures in accounts payable and accrued liabilities ā ā 3,158 ā ā 8,441 ā ā 6,721 Non-cash financing activities: ā ā ā ā ā ā ā ā ā Par value of Class A common stock issued in exchange for common units in CWGS, LLC ā ā ā ā ā 3 ā ā 130 Par value of Class A common stock issued for vested restricted stock units ā ā 4 ā ā 3 ā ā ā Par value of Class A common stock repurchased for withholding taxes on vested RSUs ā ā (1) ā ā (1) ā ā ā Par value of Class A common stock issued for acquisition ā ā ā ā ā ā ā ā 1 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Non-Controlling Interests | |
Schedule of effects of change in ownership | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Net income (loss) attributable to Camping World Holdings, Inc. ā $ (60,591) ā $ 10,398 ā $ 29,853 ā Transfers to non-controlling interests: ā ā ā ā ā ā ā ā ā ā Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from a public offering ā ā ā ā ā ā ā ā (87,203) ā 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 ā ā ā ā ā ā ā ā (3,678) ā 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 ā ā ā ā ā (86) ā ā (970) ā Increase in additional paid-in capital as a result of the vesting of restricted stock units ā ā 736 ā ā 881 ā ā 257 ā Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs ā ā (1,477) ā ā (1,364) ā ā ā ā Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC ā ā (478) ā ā 4,536 ā ā 177,747 ā Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests ā $ (61,810) ā $ 14,365 ā $ 116,006 ā ā ā ā ā ā ā ā ā ā ā ā |
Equity-based Compensation Pla_2
Equity-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity-based Compensation Plans | |
Schedule of equity-based compensation expense classified with the consolidated statements of operations | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Equity-based compensation expense: ā ā ā ā ā ā ā ā ā ā Costs applicable to revenue ā $ 847 ā $ 820 ā $ 386 ā Selling, general, and administrative ā ā 12,298 ā ā 13,268 ā ā 4,723 ā Total equity-based compensation expense ā $ 13,145 ā $ 14,088 ā $ 5,109 ā Total income tax benefit recognized related to equity-based compensation ā $ 1,275 ā $ 1,350 ā $ 619 ā |
Summary of stock option activity | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted Average ā ā ā ā ā ā Aggregate ā Remaining ā ā Stock Options ā Weighted Average ā Intrinsic Value ā Contractual Life ā (in thousands) Exercise Price (in thousands) (years) Outstanding at December 31, 2018 ā ā 885 ā $ 21.85 ā ā ā ā ā ā Forfeited ā ā (140) ā $ 21.76 ā ā ā ā ā ā Outstanding at December 31, 2019 ā ā 745 ā $ 21.86 ā $ ā ā ā 6.6 Options exercisable at December 31, 2019 ā ā 547 ā $ 21.87 ā $ ā ā ā 6.6 |
Summary of restricted stock unit activity | ā ā ā ā ā ā ā ā ā ā Restricted ā Weighted Average ā ā Stock Units ā Grant Date ā (in thousands) Fair Value Outstanding at December 31, 2018 ā ā 1,426 ā $ 32.42 Granted ā ā 968 ā $ 11.17 Vested ā ā (417) ā $ 28.25 Forfeited ā ā (171) ā $ 28.06 Outstanding at December 31, 2019 ā ā 1,806 ā $ 19.68 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Common Class A | |
Schedule of reconciliations of the numerators and denominators used to compute basic and diluted earnings | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā (In thousands except per share amounts) 2019 2018 2017 ā Numerator: ā ā ā ā ā ā ā ā ā ā Net (loss) income ā $ (120,301) ā $ 65,581 ā $ 230,692 ā Less: net loss (income) attributable to non-controlling interests ā ā 59,710 ā ā (55,183) ā ā (200,839) ā Net income (loss) attributable to Camping World Holdings, Inc. ā ā ā (60,591) ā ā 10,398 ā ā 29,853 ā Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs ā ā (71) ā ā ā ā ā ā ā 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 ā ā ā ā ā 14,240 ā ā ā ā Net income (loss) attributable to Camping World Holdings, Inc. ā ā $ (60,662) ā $ 24,638 ā $ 29,853 ā Denominator: ā ā ā ā ā ā ā ā ā ā Weighted-average shares of Class A common stock outstanding ā basic ā ā 37,310 ā ā 36,985 ā ā 26,622 ā Dilutive options to purchase Class A common stock ā ā ā ā ā 78 ā ā ā ā Dilutive restricted stock units ā ā 40 ā ā 83 ā ā ā ā Dilutive common units of CWGS, LLC that are convertible into Class A common stock ā ā ā ā ā 51,732 ā ā ā ā Weighted-average shares of Class A common stock outstanding ā diluted ā ā 37,350 ā ā 88,878 ā ā 26,622 ā ā ā ā ā ā ā ā ā ā ā ā Earnings (loss) per share of Class A common stock ā basic ā $ (1.62) ā $ 0.28 ā $ 1.12 ā Earnings (loss) per share of Class A common stock ā diluted ā $ (1.62) ā $ 0.28 ā $ 1.12 ā ā ā ā ā ā ā ā ā ā ā ā Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: ā ā ā ā ā ā ā ā ā ā Stock options to purchase Class A common stock ā ā 795 ā ā 681 ā ā 1,063 ā Restricted stock units ā ā 1,179 ā ā 1,037 ā ā 393 ā Common units of CWGS, LLC that are convertible into Class A common stock ā ā 51,670 ā ā ā ā ā 59,995 ā |
Segments Information (Tables)
Segments Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Reportable segment revenue | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2019 ā ā Good Sam ā RV and ā ā ā ā ā ā ā Services ā Outdoor ā Intersegment ā ā ā ($ in thousands) and Plans Retail Eliminations Total Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Good Sam services and plans ā $ 181,526 ā $ ā ā $ (1,988) ā $ 179,538 New vehicles ā ā ā ā ā 2,375,477 ā ā (5,156) ā ā 2,370,321 Used vehicles ā ā ā ā ā 860,032 ā ā (2,404) ā ā 857,628 Products, service and other ā ā ā ā ā 1,036,439 ā ā (1,862) ā ā 1,034,577 Finance and insurance, net ā ā ā ā ā 411,035 ā ā (9,733) ā ā 401,302 Good Sam Club ā ā ā ā ā 48,653 ā ā ā ā ā 48,653 Total consolidated revenue ā $ 181,526 ā $ 4,731,636 ā $ (21,143) ā $ 4,892,019 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2018 ā ā Good Sam ā RV and ā ā ā ā ā ā ā Services ā Outdoor ā Intersegment ā ā ā ($ in thousands) and Plans Retail Eliminations Total Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Good Sam services and plans ā $ 174,641 ā $ ā ā $ (1,981) ā $ 172,660 New vehicles ā ā ā ā ā 2,517,978 ā ā (5,124) ā ā 2,512,854 Used vehicles ā ā ā ā ā 734,108 ā ā (2,091) ā ā 732,017 Products, service and other ā ā ā ā ā 951,814 ā ā (2,431) ā ā 949,383 Finance and insurance, net ā ā ā ā ā 394,214 ā ā (10,503) ā ā 383,711 Good Sam Club ā ā ā ā ā 41,392 ā ā ā ā ā 41,392 Total consolidated revenue ā $ 174,641 ā $ 4,639,506 ā $ (22,130) ā $ 4,792,017 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2017 ā ā Good Sam ā RV and ā ā ā ā ā ā ā Services ā Outdoor ā Intersegment ā ā ā ($ in thousands) and Plans ā Retail ā Eliminations Total Revenue: ā ā ā ā ā ā ā ā ā ā ā ā Good Sam services and plans ā $ 163,374 ā $ ā ā $ (1,486) ā $ 161,888 New vehicles ā ā ā ā ā 2,440,381 ā ā (4,453) ā ā 2,435,928 Used vehicles ā ā ā ā ā 671,024 ā ā (2,164) ā ā 668,860 Products, service and other ā ā ā ā ā 655,485 ā ā (2,666) ā ā 652,819 Finance and insurance, net ā ā ā ā ā 333,988 ā ā (7,379) ā ā 326,609 Good Sam Club ā ā ā ā ā 33,726 ā ā ā ā ā 33,726 Total consolidated revenue ā $ 163,374 ā $ 4,134,604 ā $ (18,148) ā $ 4,279,830 ā ā ā ā ā ā ā ā ā ā ā ā ā |
Reportable segment income | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Segment income (loss): (1) ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 83,635 ā $ 81,138 ā $ 73,976 ā RV and Outdoor Retail ā ā (42,609) ā ā 138,085 ā ā 291,594 ā Total segment income (loss) ā ā 41,026 ā ā 219,223 ā ā 365,570 ā Corporate & other ā ā (12,455) ā ā (6,821) ā ā (5,373) ā Depreciation and amortization ā ā (59,932) ā ā (49,322) ā ā (31,545) ā Other interest expense, net ā ā (69,363) ā ā (63,329) ā ā (42,959) ā Tax Receivable Agreement liability adjustment ā ā 10,005 ā ā (1,324) ā ā 100,758 ā Loss and expense on debt restructure ā ā ā ā ā (2,056) ā ā (849) ā (Loss) income before income taxes ā $ (90,719) ā $ 96,371 ā $ 385,602 ā (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 two segments presented in 2019. |
Reportable depreciation and amortization and other interest expense, net | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Depreciation and amortization: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 4,304 ā $ 3,328 ā $ 3,482 ā RV and Outdoor Retail ā ā 55,628 ā ā 45,406 ā ā 28,063 ā Subtotal ā ā 59,932 ā ā 48,734 ā ā 31,545 ā Corporate & other ā ā ā ā ā 588 ā ā ā ā Total depreciation and amortization ā $ 59,932 ā $ 49,322 ā $ 31,545 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Other interest expense, net: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ (1) ā $ 4 ā $ (2) ā RV and Outdoor Retail ā ā 8,941 ā ā 8,073 ā ā 5,883 ā Subtotal ā ā 8,940 ā ā 8,077 ā ā 5,881 ā Corporate & other ā ā 60,423 ā ā 55,252 ā ā 37,078 ā Total other interest expense, net ā $ 69,363 ā $ 63,329 ā $ 42,959 ā |
Reportable segment assets | ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, ā ($ in thousands) 2019 2018 2017 Assets: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 138,360 ā $ 146,012 ā $ 152,902 ā RV and Outdoor Retail ā ā 3,047,652 ā ā 2,467,519 ā ā 2,106,167 ā Subtotal ā ā 3,186,012 ā ā 2,613,531 ā ā 2,259,069 ā Corporate & other ā ā 190,228 ā ā 193,156 ā ā 307,957 ā Total assets ā $ 3,376,240 ā $ 2,806,687 ā $ 2,567,026 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2019 2018 2017 Capital expenditures: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 2,952 ā $ 2,477 ā $ 3,260 ā RV and Outdoor Retail ā ā 85,405 ā ā 251,882 ā ā 77,511 ā Subtotal ā ā 88,357 ā ā 254,359 ā ā 80,771 ā Corporate and other ā ā (1) ā ā ā ā ā ā ā Total capital expenditures ā $ 88,356 ā $ 254,359 ā $ 80,771 ā ā ā ā ā ā ā ā ā ā ā ā |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information (Unaudited) | |
Schedule of quarterly financial information | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā December 31, ā September 30, ā June 30, ā March 31, ā December 31, ā September 30, ā June 30, ā March 31, ($ in thousands) 2019 2019 2019 2019 2018 2018 2018 2018 Revenue ā $ 964,931 ā $ 1,387,972 ā $ 1,474,347 ā $ 1,064,769 ā $ 982,393 ā $ 1,309,486 ā $ 1,441,477 ā $ 1,058,661 Income (loss) from operations ā ā (66,132) ā ā (32,307) ā ā 90,304 ā ā 16,882 ā ā (43,023) ā ā 80,663 ā ā 117,704 ā ā 45,671 Net (loss) income ā ā (80,854) ā ā (65,263) ā ā 52,623 ā ā (26,807) ā ā (71,254) ā ā 46,155 ā ā 77,132 ā ā 13,548 Net income (loss) attributable to Camping World Holdings, Inc. ā ā (28,521) ā ā (30,692) ā ā 18,017 ā ā (19,395) ā ā (30,328) ā ā 14,123 ā ā 24,782 ā ā 1,821 Earnings (loss) per share of Class A common stock: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Basic ā $ (0.76) ā ā (0.82) ā ā 0.48 ā ā (0.52) ā $ (0.82) ā $ 0.38 ā $ 0.67 ā $ 0.05 Diluted ā $ (0.89) ā ā (0.82) ā ā 0.46 ā ā (0.52) ā $ (0.83) ā $ 0.38 ā $ 0.67 ā $ 0.05 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Description of Business (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019location | Dec. 31, 2019location | Dec. 31, 2019locationsegment | Dec. 31, 2018locationsegment | Dec. 31, 2017 | |
Segments Information | |||||
Number of reportable segments | segment | 2 | 3 | |||
Number of stores, beginning of period | 227 | ||||
Number of locations opened | 11 | ||||
Number of Stores Closed | 3 | 31 | 50 | ||
Number of specialty retail locations divested | 13 | ||||
Closed/divested | (63) | ||||
Number of locations converted | 10 | ||||
Number of stores, end of period | 175 | 175 | 227 | ||
RV Dealerships | |||||
Segments Information | |||||
Number of stores, beginning of period | 141 | ||||
Number of locations opened | 11 | ||||
Closed/divested | (8) | ||||
Number of locations converted | 10 | ||||
Number of stores, end of period | 154 | 154 | 141 | ||
RV Services And Retail Centers | |||||
Segments Information | |||||
Number of stores, beginning of period | 14 | ||||
Closed/divested | (2) | ||||
Number of locations converted | (1) | ||||
Number of stores, end of period | 11 | 11 | 14 | ||
Other Retail Stores | |||||
Segments Information | |||||
Number of stores, beginning of period | 72 | ||||
Closed/divested | (53) | ||||
Number of locations converted | (9) | ||||
Number of stores, end of period | 10 | 10 | 72 | ||
CWH | CWGS, LLC | |||||
Segments Information | |||||
Ownership interest | 42.00% | 41.90% | 41.50% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Concentration of Credit Risk | |||
Amount in excess of FDIC limits | $ 149.9 | $ 142.2 | |
Self-Insurance Program | |||
Self insured claims liability | 18.4 | 15.7 | |
Letters of credit | $ 15.3 | 14 | |
Revenue | |||
Lifetime memberships period | 18 years | ||
Advertising Expense | |||
Advertising expenses | $ 117.8 | $ 112.4 | $ 86.6 |
Shipping and Handling Fees and Costs | |||
Cost, Product and Service [Extensible List] | Shipping and Handling | Shipping and Handling | Shipping and Handling |
Building and improvements | |||
Property and Equipment, net | |||
Estimated useful lives | 40 | ||
Minimum | Leasehold improvements | |||
Property and Equipment, net | |||
Estimated useful lives | 3 | ||
Minimum | Furniture and equipment | |||
Property and Equipment, net | |||
Estimated useful lives | 3 | ||
Minimum | Software | |||
Property and Equipment, net | |||
Estimated useful lives | 3 | ||
Maximum | Leasehold improvements | |||
Property and Equipment, net | |||
Estimated useful lives | 40 | ||
Maximum | Furniture and equipment | |||
Property and Equipment, net | |||
Estimated useful lives | 12 | ||
Maximum | Software | |||
Property and Equipment, net | |||
Estimated useful lives | 5 | ||
RV and Outdoor Retail | Shipping and Handling | |||
Shipping and Handling Fees and Costs | |||
Cost of Goods and Services Sold | $ 6.2 | $ 4.9 | $ 4.1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements | |||
Practical Expedients Package | true | ||
Operating lease assets | $ 807,537 | ||
Operating lease liabilities | 901,925 | ||
Property and equipment, net | (314,374) | $ (359,855) | |
Deferred revenues and gains, current portion | (87,093) | (88,054) | |
Accrued liabilities | (130,316) | (124,619) | |
Other long-term liabilities | $ (35,467) | $ (79,958) | |
ASU 2016-02 | Adjustment | |||
New Accounting Pronouncements | |||
Operating lease assets | $ 809,700 | ||
Operating lease liabilities | 867,500 | ||
Property and equipment, net | 4,900 | ||
Deferred revenues and gains, current portion | 10,600 | ||
Accrued liabilities | 7,600 | ||
Other long-term liabilities | 54,500 | ||
ASU 2016-02 | Adjustment | Retained Earnings (Deficit) | |||
New Accounting Pronouncements | |||
Cumulative-effect adjustment | 3,700 | ||
ASU 2016-02 | Adjustment | Non-controlling Interest | |||
New Accounting Pronouncements | |||
Cumulative-effect adjustment | $ 6,300 |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Revenue | |||
Capitalized costs | $ 6.6 | $ 6 | |
Accounts Receivable | RV Service | |||
Revenue | |||
Contract asset | $ 6.1 | $ 6.1 | $ 6.3 |
Revenue - Deferred Revenues (De
Revenue - Deferred Revenues (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Deferred Revenues | |
Revenues recognized that were included in the deferred revenue balance | $ 86.9 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Performance obligation | |
Revenue expected to be recognized | $ 145,172 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 87,093 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 27,368 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 14,171 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 7,253 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 3,699 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 5,588 |
Unsatisfied performance obligation, period | 0 years |
Receivables (Details)
Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables | ||
Gross receivables | $ 85,384 | $ 90,109 |
Allowance for doubtful accounts | (3,537) | (4,398) |
Receivables, net | 81,847 | 85,711 |
Good Sam Services and Plans | ||
Receivables | ||
Gross receivables | 20,195 | 18,742 |
RV and Outdoor Retail | Trade accounts receivable | ||
Receivables | ||
Gross receivables | 15,715 | 14,751 |
RV and Outdoor Retail | Due from manufacturers | ||
Receivables | ||
Gross receivables | 17,642 | 20,645 |
RV and Outdoor Retail | New and used vehicles | ||
Receivables | ||
Gross receivables | 2,295 | 3,129 |
RV and Outdoor Retail | Parts, services and other | ||
Receivables | ||
Gross receivables | 23,199 | 24,020 |
RV and Outdoor Retail | Other | ||
Receivables | ||
Gross receivables | 5,782 | $ 8,822 |
Corporate | ||
Receivables | ||
Gross receivables | $ 556 |
Inventories, net and Notes Pa_3
Inventories, net and Notes Payable - Floor Plan, net - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventories | ||
Inventories | $ 1,358,539 | $ 1,558,970 |
Good Sam Services and Plans | ||
Inventories | ||
Inventories | 590 | 459 |
New RV vehicles | ||
Inventories | ||
Inventories | 966,134 | 1,017,910 |
Used RV vehicles | ||
Inventories | ||
Inventories | 165,927 | 124,527 |
Products, service and other | ||
Inventories | ||
Inventories | $ 225,888 | $ 416,074 |
Inventories, net and Notes Pa_4
Inventories, net and Notes Payable - Floor Plan, net - Floor Plan Payable (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Oct. 08, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017 | |
Floor Plan Facility | ||||
Floor Plan Payable | ||||
Maximum borrowing capacity | $ 1,379,750 | $ 1,380,000 | $ 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 | $ 60,000 | ||
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% | |||
Variable rate basis (as a percent) | 1.71 | 2.35 | 1.36 | |
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 2.05% | |||
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 2.50% | |||
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Minimum | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 0.55% | |||
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Maximum | ||||
Floor Plan Payable | ||||
Variable rate spread (as a percent) | 0.01% |
Inventories, net and Notes Pa_5
Inventories, net and Notes Payable - Floor Plan, net - Floor Plan Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Oct. 08, 2019 | Dec. 31, 2018 |
Floor Plan Payable | |||
Less: borrowings, net | $ (40,885) | $ (38,739) | |
Less: outstanding letters of credit | (15,300) | (14,000) | |
Floor Plan Facility | |||
Floor Plan Payable | |||
Total commitment | 1,379,750 | $ 1,380,000 | 1,415,000 |
Less: borrowings, net | (848,027) | (885,980) | |
Less: flooring line aggregate interest reduction account | (87,016) | (97,757) | |
Additional borrowing capacity | 444,707 | 431,263 | |
Less: accounts payable for sold inventory | (27,892) | (33,928) | |
Less: purchase commitments | (8,006) | (22,530) | |
Unencumbered borrowing capacity | 408,809 | 374,805 | |
Line of Credit | Floor Plan Facility | |||
Floor Plan Payable | |||
Total commitment | 60,000 | 60,000 | |
Less: borrowings, net | (40,885) | (38,739) | |
Additional borrowing capacity | 19,115 | 21,261 | |
Letters of credit | Floor Plan Facility | |||
Floor Plan Payable | |||
Total commitment | 15,000 | 15,000 | |
Less: outstanding letters of credit | (11,175) | (10,380) | |
Additional letters of credit capacity | $ 3,825 | $ 4,620 |
Restructuring and Long-lived _3
Restructuring and Long-lived Asset Impairment (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019location | Dec. 31, 2019USD ($)location | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)location | Dec. 31, 2019USD ($)location | Dec. 31, 2020USD ($) | Jun. 30, 2020item | Sep. 03, 2019itemlocation | |
2019 Strategic Shift | ||||||||
Number of Outdoor Lifestyle Locations | location | 37 | 37 | 37 | |||||
Number of outdoor lifestyle locations previously closed or not opened | location | 5 | 5 | 5 | |||||
Number of locations closed | location | 3 | 31 | 50 | |||||
Number of outdoor lifestyle locations that remained open | location | 2 | |||||||
Number of specialty retail locations that remained open | location | 6 | |||||||
Gain on lease termination. | $ 686 | |||||||
Restructuring Costs | ||||||||
Charged to expense | $ 19,500 | $ 27,700 | ||||||
Long-lived Asset Impairment | ||||||||
Number of locations with impaired long-lived assets | location | 53 | 53 | 53 | |||||
Long-lived asset impairment | $ 16,300 | $ 50,000 | $ 66,270 | |||||
Leasehold improvements | ||||||||
Long-lived Asset Impairment | ||||||||
Long-lived asset impairment | 20,800 | |||||||
Furniture and equipment | ||||||||
Long-lived Asset Impairment | ||||||||
Long-lived asset impairment | 28,600 | |||||||
Operating lease right-of-use assets | ||||||||
Long-lived Asset Impairment | ||||||||
Long-lived asset impairment | 16,900 | |||||||
Selling, general, and administrative | ||||||||
Restructuring Costs | ||||||||
Charged to expense | 3,700 | |||||||
Costs applicable to revenue | ||||||||
Restructuring Costs | ||||||||
Charged to expense | $ 600 | |||||||
TheHouse.com | ||||||||
2019 Strategic Shift | ||||||||
Number of Outdoor Lifestyle Locations | location | 7 | 7 | 7 | 7 | ||||
2019 Strategic Shift | ||||||||
2019 Strategic Shift | ||||||||
Number of distribution centers to be closed | item | 1 | |||||||
Gain on lease termination. | $ 1,300 | |||||||
Restructuring Costs | ||||||||
Charged to expense | 47,278 | |||||||
Total restructuring costs excluding lease termination costs | 47,223 | |||||||
Long-lived Asset Impairment | ||||||||
Long-lived asset impairment | 57,400 | |||||||
2019 Strategic Shift | Forecast | ||||||||
2019 Strategic Shift | ||||||||
Number of distribution centers to be closed | item | 2 | |||||||
2019 Strategic Shift | Labor, lease and other operating expenses | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | $ 4,300 | $ 4,300 | 4,300 | |||||
2019 Strategic Shift | Labor, lease and other operating expenses | Minimum | Forecast | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | $ 15,700 | |||||||
2019 Strategic Shift | Labor, lease and other operating expenses | Maximum | Forecast | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | $ 20,700 | |||||||
2019 Strategic Shift | One-time termination benefits | ||||||||
Restructuring Costs | ||||||||
Charged to expense | 1,008 | |||||||
Paid or otherwise settled | (286) | |||||||
Ending balance | 722 | 722 | 722 | |||||
2019 Strategic Shift | One-time termination benefits | Minimum | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | 1,000 | 1,000 | 1,000 | |||||
2019 Strategic Shift | One-time termination benefits | Maximum | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | 1,500 | 1,500 | 1,500 | |||||
2019 Strategic Shift | Incremental inventory reserve charges | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | 41,900 | 41,900 | 41,900 | |||||
2019 Strategic Shift | Lease Termination Costs | ||||||||
Restructuring Costs | ||||||||
Charged to expense | 1,350 | |||||||
Paid or otherwise settled | (1,350) | |||||||
2019 Strategic Shift | Lease Termination Costs | Minimum | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | 15,000 | 15,000 | 15,000 | |||||
2019 Strategic Shift | Lease Termination Costs | Maximum | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | 20,000 | 20,000 | 20,000 | |||||
2019 Strategic Shift | Other associated costs | ||||||||
Restructuring Costs | ||||||||
Charged to expense | 4,321 | 4,321 | ||||||
Paid or otherwise settled | (4,036) | |||||||
Ending balance | 285 | 285 | 285 | |||||
2019 Strategic Shift | Other associated costs | Minimum | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | 20,000 | 20,000 | 20,000 | |||||
2019 Strategic Shift | Other associated costs | Maximum | ||||||||
2019 Strategic Shift | ||||||||
Expected incurred costs | 25,000 | 25,000 | 25,000 | |||||
2019 Strategic Shift | Restructuring costs excluding incremental inventory reserve charges | ||||||||
Restructuring Costs | ||||||||
Charged to expense | 6,679 | |||||||
Paid or otherwise settled | (5,672) | |||||||
Ending balance | $ 1,007 | $ 1,007 | 1,007 | |||||
2019 Strategic Shift | Selling, general, and administrative | One-time termination benefits | ||||||||
Restructuring Costs | ||||||||
Charged to expense | 1,008 | |||||||
2019 Strategic Shift | Costs applicable to revenue | Incremental inventory reserve charges | ||||||||
Restructuring Costs | ||||||||
Charged to expense | 41,894 | |||||||
2019 Strategic Shift | Lease termination charges | Lease Termination Costs | ||||||||
Restructuring Costs | ||||||||
Charged to expense | $ 55 | |||||||
2019 Strategic Shift | TheHouse.com | ||||||||
2019 Strategic Shift | ||||||||
Number of locations that will be restructured | location | 1 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment, net | |||
Property and equipment, gross | $ 532,603 | $ 560,409 | |
Less: accumulated depreciation and amortization | (218,229) | (200,554) | |
Property and equipment, net | 314,374 | 359,855 | |
Depreciation expense | 54,700 | 44,800 | $ 29,000 |
Land | |||
Property and Equipment, net | |||
Property and equipment, gross | 36,069 | 36,997 | |
Buildings and improvements | |||
Property and Equipment, net | |||
Property and equipment, gross | 64,860 | 54,967 | |
Leasehold improvements | |||
Property and Equipment, net | |||
Property and equipment, gross | 174,417 | 155,975 | |
Furniture and equipment | |||
Property and Equipment, net | |||
Property and equipment, gross | 181,539 | 199,536 | |
Software | |||
Property and Equipment, net | |||
Property and equipment, gross | 67,086 | 80,769 | |
Systems development and construction in progress | |||
Property and Equipment, net | |||
Property and equipment, gross | $ 8,632 | $ 32,165 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) $ in Thousands | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($)location | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Goodwill | |||||
Balance (excluding impairment charges) | $ 550,178 | ||||
Accumulated impairment charges | (201,791) | ||||
Balance | $ 359,117 | $ 359,117 | $ 348,387 | ||
Acquisitions | 28,224 | 50,776 | |||
Impairment charge | (40,046) | ||||
Divestures | (400) | ||||
Balance | $ 359,117 | $ 386,941 | 359,117 | ||
Number of specialty retail locations divested | location | 13 | ||||
Useful lives (in years) | 13 years | ||||
Good Sam Services and Plans | |||||
Goodwill | |||||
Balance (excluding impairment charges) | 96,828 | ||||
Accumulated impairment charges | (46,884) | ||||
Balance | 50,320 | $ 50,320 | 49,944 | ||
Acquisitions | 376 | ||||
Transfers of assets between reporting units | (26,491) | ||||
Balance | 50,320 | 23,829 | 50,320 | ||
Retail | |||||
Goodwill | |||||
Balance | 0 | 0 | |||
Impairment charge | (40,000) | ||||
Balance | 0 | 0 | |||
RV and Outdoor Retail | |||||
Goodwill | |||||
Balance (excluding impairment charges) | 453,350 | ||||
Accumulated impairment charges | $ (154,907) | ||||
Balance | 308,797 | 308,797 | 298,443 | ||
Acquisitions | 28,224 | 50,400 | |||
Impairment charge | 0 | (40,046) | |||
Transfers of assets between reporting units | 26,491 | ||||
Divestures | (400) | ||||
Balance | $ 308,797 | $ 363,112 | $ 308,797 | ||
Number of specialty retail locations with goodwill | location | 13 | ||||
Number of specialty retail locations divested | location | 13 | ||||
RV Show and GSS Enterprise | |||||
Goodwill | |||||
Impairment charge | $ 0 | ||||
Good Sam Services and Plans | GSS | |||||
Goodwill | |||||
Transfers of assets between reporting units | $ 26,500 | ||||
Membership and customer lists | |||||
Goodwill | |||||
Useful lives (in years) | 5 years | ||||
Customer lists and domain names | |||||
Goodwill | |||||
Useful lives (in years) | 6 years 1 month 6 days | ||||
Trademarks and trade names | |||||
Goodwill | |||||
Useful lives (in years) | 15 years | ||||
Websites | |||||
Goodwill | |||||
Useful lives (in years) | 8 years 4 months 24 days |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets | |||
Cost or Fair Value | $ 46,150 | $ 47,933 | |
Accumulated Amortization | (16,443) | (12,649) | |
Net | 29,707 | 35,284 | |
Amortization expense | 5,200 | 4,500 | $ 2,600 |
Good Sam Services and Plans | Membership and customer lists | |||
Intangible Assets | |||
Cost or Fair Value | 9,140 | 9,140 | |
Accumulated Amortization | (7,972) | (7,174) | |
Net | 1,168 | 1,966 | |
RV and Outdoor Retail | Customer lists and domain names | |||
Intangible Assets | |||
Cost or Fair Value | 2,065 | 3,415 | |
Accumulated Amortization | (1,768) | (1,559) | |
Net | 297 | 1,856 | |
RV and Outdoor Retail | Trademarks and trade names | |||
Intangible Assets | |||
Cost or Fair Value | 28,955 | 29,304 | |
Accumulated Amortization | (4,862) | (2,853) | |
Net | 24,093 | 26,451 | |
RV and Outdoor Retail | Websites | |||
Intangible Assets | |||
Cost or Fair Value | 5,990 | 6,074 | |
Accumulated Amortization | (1,841) | (1,063) | |
Net | $ 4,149 | $ 5,011 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite-lived Intangible Assets Weighted-average Useful Lives (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-lived intangible assets | ||
2020 | $ 3,408 | |
2021 | 2,986 | |
2022 | 2,791 | |
2023 | 2,485 | |
2024 | 2,444 | |
Thereafter | 15,593 | |
Net | $ 29,707 | $ 35,284 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities | ||
Compensation and benefits | $ 31,743 | $ 34,745 |
Other accruals | 98,573 | 89,874 |
Total | $ 130,316 | $ 124,619 |
Long-Term Debt - Outstanding lo
Long-Term Debt - Outstanding long term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long-Term Debt | ||
Long-term debt | $ 1,167,636 | $ 1,165,865 |
Less: current portion | (14,085) | (12,977) |
Long-term debt, net of current maturities | 1,153,551 | 1,152,888 |
Term Loan Facility | ||
Long-Term Debt | ||
Long-term debt | 1,148,115 | 1,156,345 |
Real Estate Facility | ||
Long-Term Debt | ||
Long-term debt | 19,521 | 9,520 |
Finance costs | $ 200 | $ 200 |
Long Term Debt - Future Maturit
Long Term Debt - Future Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Long-Term Debt | |
2020 | $ 14,085 |
2021 | 13,310 |
2022 | 13,067 |
2023 | 1,142,381 |
Total | $ 1,182,843 |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Credit Facilities (Details) - Secured Debt - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Term Loan Facility | ||
Long-Term Debt | ||
Unamortized discount | $ 4,320 | $ 5,358 |
Line of Credit | Term Loan Facility | ||
Long-Term Debt | ||
Maximum borrowing capacity | $ 1,190,000 | |
Debt Instrument, Prepayment Requirement, Percentage of Excess Cash Flow | 50.00% | |
Quarterly amortization payment | $ 3,000 | |
Revolving loans | New Senior Secured Credit Facility Revolving Credit Facility | ||
Long-Term Debt | ||
Maximum borrowing capacity | 35,000 | |
Letters of credit | New Senior Secured Credit Facility Revolving Credit Facility | ||
Long-Term Debt | ||
Debt Instrument, Maximum Amount Allocated to Letters of Credit | $ 15,000 |
Long-Term Debt - Outstanding am
Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Less: current portion | $ (14,085) | $ (12,977) |
Long-term debt, net of current portion | 1,153,551 | 1,152,888 |
Total commitment | 1,167,636 | 1,165,865 |
Less: outstanding letters of credit | (15,300) | (14,000) |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total commitment | 1,148,115 | 1,156,345 |
Secured Debt | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 1,195,000 | 1,195,000 |
Less: cumulative principal payments | (31,898) | (19,907) |
Less: unamortized original issue discount | (4,320) | (5,358) |
Less: finance costs | (10,667) | (13,390) |
Less: current portion | (11,991) | (11,991) |
Long-term debt, net of current portion | 1,136,124 | 1,144,354 |
Total commitment | 1,148,115 | 1,156,345 |
Secured Debt | New Senior Secured Credit Facility Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total commitment | 35,000 | 35,000 |
Less: outstanding letters of credit | (4,112) | (3,689) |
Less: availability reduction due to Total Leverage Ratio | (21,622) | |
Additional borrowing capacity | $ 9,266 | $ 31,311 |
Long-Term Debt - General Inform
Long-Term Debt - General Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Long-Term Debt | ||
Amount outstanding | $ 1,167,636 | $ 1,165,865 |
Term Loan Facility | ||
Long-Term Debt | ||
Amount outstanding | 1,148,115 | 1,156,345 |
Secured Debt | Term Loan Facility | ||
Long-Term Debt | ||
Amount outstanding | 1,148,115 | 1,156,345 |
Secured Debt | New Senior Secured Credit Facility Revolving Credit Facility | ||
Long-Term Debt | ||
Additional borrowing capacity | 9,266 | 31,311 |
Amount outstanding | 35,000 | $ 35,000 |
Secured Debt | Line of Credit | Term Loan Facility | ||
Long-Term Debt | ||
Maximum borrowing capacity | 1,190,000 | |
Quarterly amortization payment | $ 3,000 | |
Prepayment requirement as a percentage of excess cash flow (as a percent) | 50.00% | |
Interest rate (as a percent) | 4.44% | |
Additional borrowing capacity | $ 9,300 | |
Amount subtracted from aggregate borrowings in determining compliance with the total leverage ratio | $ 5,000 | |
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments | 30.00% | |
Secured Debt | Revolving loans | New Senior Secured Credit Facility Revolving Credit Facility | ||
Long-Term Debt | ||
Maximum borrowing capacity | $ 35,000 | |
Secured Debt | Letters of credit | New Senior Secured Credit Facility Revolving Credit Facility | ||
Long-Term Debt | ||
Maximum amount allocated to letters of credit | $ 15,000 |
Long-Term Debt - Real Estate Fa
Long-Term Debt - Real Estate Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Amount outstanding | $ 1,167,636 | $ 1,165,865 |
Real Estate Facility | ||
Debt Instrument [Line Items] | ||
Amount outstanding | 19,521 | 9,520 |
Line of Credit | Real Estate Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 21,500 | $ 21,500 |
Interest rate (as a percent) | 4.92% | |
Commitment fee (as a percent) | 0.50% | |
Additional borrowing capacity | $ 0 | |
Amount outstanding | $ 19,700 |
Lease Obligations - General Inf
Lease Obligations - General Information (Details) | 12 Months Ended |
Dec. 31, 2019lease | |
Leases | |
Existence of option to extend | true |
Existence of option to terminate | true |
Number of operating leases | 266 |
Weighted-average remaining lease term of operating lease | 13 years 1 month 6 days |
Weighted-average discount rate of operating leases | 7.40% |
Minimum | |
Leases | |
Renewal term of lease | 1 year |
Maximum | |
Leases | |
Renewal term of lease | 5 years |
Lease Obligations - Lease Costs
Lease Obligations - Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease costs | |
Operating lease cost | $ 122,431 |
Short-term lease cost | 3,177 |
Variable lease cost | 23,763 |
Sublease income | (1,380) |
Net lease costs | $ 147,991 |
Lease Obligations - Supplementa
Lease Obligations - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease Obligations | |
Operating cash flows for operating leases | $ 122,073 |
Operating lease assets obtained in exchange for lease liabilities: New, remeasured, and terminated leases | $ 98,282 |
Lease Obligations - Lease Matur
Lease Obligations - Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating lease liabilities | ||
2020 | $ 122,430 | |
2021 | 121,408 | |
2022 | 116,764 | |
2023 | 113,384 | |
2024 | 109,207 | |
Thereafter | 859,313 | |
Total lease payments | 1,442,506 | |
Less: Imputed interest | (540,581) | |
Total lease obligations | 901,925 | |
Less: Current portion | (58,613) | |
Noncurrent lease obligations | $ 843,312 | |
Finance Lease, Liability, Payment, Due [Abstract] | ||
Less: Current portion | $ 23 |
Lease Obligations - Future Mini
Lease Obligations - Future Minimum Annual Fixed Rentals and Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 |
Lease Obligations - Right-to-Us
Lease Obligations - Right-to-Use Liability - General Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018USD ($)lease | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) | |
Right to Use Liabilities | ||||
Rent expense | $ 110,800 | $ 86,500 | ||
Cost of real property purchased | $ 560,409 | $ 560,409 | $ 532,603 | |
Period of operating lease under sale leaseback | 20 years | |||
Number of operating leases | lease | 1 | |||
Right-to-use assets derecognized | $ 4,600 | |||
Derecognition resulted in the removal of right-to-use liabilities | 4,900 | |||
Deferred rent | 200 | |||
Derecognition resulted in deferred gain | $ 500 | $ 500 | ||
Number of month's rent the lease deposit is less than | 2 months | |||
Subsidiary of FreedomRoads | Maximum | ||||
Right to Use Liabilities | ||||
Gains (loss) on sale leaseback arrangements | $ 100 | (100) | ||
Property sold in 2018 | Subsidiary of FreedomRoads | ||||
Right to Use Liabilities | ||||
Cost of real property purchased | $ 45,800 | 45,800 | ||
Original purchase price | $ 46,100 | |||
Property sold in 2017 | ||||
Right to Use Liabilities | ||||
Cost of real property purchased | 6,000 | |||
Original purchase price | $ 6,000 |
Lease Obligations - Right-to-_2
Lease Obligations - Right-to-Use Assets in Property and Equipment, Net (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases in property and equipment | |
Right-to-use assets | $ 5,400 |
Accumulated depreciation | (540) |
Right-to-use assets, net | $ 4,860 |
Lease Obligations - Right-to-_3
Lease Obligations - Right-to-Use Liability - Future Changes in the Right-to-Use Liabilities (Details) $ in Thousands | Dec. 31, 2018USD ($) |
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 |
Lease Obligations - Right-to-_4
Lease Obligations - Right-to-Use Liability - Capital Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Right to Use Assets | |
Furniture and equipment | $ 5,741 |
Accumulated depreciation | (4,917) |
Total | $ 824 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 10,605 | $ 13,828 | $ 19,496 |
State | 4,080 | 5,598 | 4,448 |
Deferred: | |||
Federal | 9,140 | 11,970 | 97,792 |
State | 5,757 | (606) | 33,174 |
Income tax expense | $ 29,582 | $ 30,790 | $ 154,910 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of income tax expense from operations to the federal statutory rate | |||
Income taxes computed at federal statutory rate | $ (19,051) | $ 20,238 | $ 134,961 |
State income taxes - net of federal benefit | (4,728) | 4,313 | 13,570 |
Federal alternative minimum tax and state and local taxes on pass-through entities | 937 | 1,076 | 1,072 |
Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the company | (22,089) | (41,367) | (84,747) |
Tax benefit from of transfer assets | (14,170) | ||
Increase in valuation allowance due to transfer of assets | 26,350 | ||
Increase in valuation allowance | 59,552 | 43,175 | 11,194 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 26,400 | ||
Impact of 2017 Tax Act | 78,222 | ||
Impact of other state tax rate changes | 1,653 | (2,020) | |
Goodwill impairment | 6,158 | ||
Transfer of assets | 12,200 | ||
Other | 1,128 | (783) | 638 |
Income tax expense | 29,582 | 30,790 | 154,910 |
Tax Receivable Agreement liability adjustment | $ (2,500) | $ 300 | $ (38,800) |
Income Taxes - Carrying amounts
Income Taxes - Carrying amounts of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax liabilities | ||
Accelerated depreciation | $ (3) | $ (6,468) |
Prepaid expenses | (1,676) | (1,238) |
Intangible assets | (3,704) | (3,474) |
Operating lease assets | (71,221) | |
Lease incentives | (5,226) | |
Total deferred tax liabilities | (81,830) | (11,180) |
Deferred tax assets | ||
Investment impairment | 21,601 | 21,974 |
Inventory related | 5,029 | 6,479 |
Gift cards | 1,385 | 1,478 |
Deferred revenues | 6,859 | 322 |
Accrual for employee benefits and severance | 1,555 | 1,401 |
Stock option expense | (10) | 440 |
Investment in partnership | 203,663 | 208,749 |
Tax Receivable Agreement liability | 28,715 | 34,184 |
Net operating loss carryforward | 114,617 | 51,654 |
Claims reserves | 114 | 126 |
Intangible assets | 2,086 | 547 |
Goodwill | 2,396 | 3,836 |
Deferred book gain | 770 | |
Accelerated depreciation | 1,002 | |
Operating lease liabilities | 82,785 | |
Other reserves | 6,195 | 6,146 |
Gross deferred tax assets | 477,992 | 338,106 |
Valuation allowance | (266,452) | (180,983) |
Net deferred tax assets | $ 129,710 | $ 145,943 |
Income Taxes - Federal Tax purp
Income Taxes - Federal Tax purpose (Details) - USD ($) $ in Thousands | Oct. 06, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
U.S. Federal income tax rate (as a percent) | 21.00% | 35.00% | ||
Deferred income taxes due to transfer of assets | $ 12,200 | |||
Income tax benefit associated with transferred assets | 14,200 | |||
Deferred tax expense | $ 117,000 | |||
Income tax expense | 29,582 | $ 30,790 | 154,910 | |
Increase (decrease) in valuation allowance for the outside basis in CWGS, LLC | (6,200) | (5,400) | ||
Current portion of liabilities under tax receivable agreement | 6,563 | 9,446 | ||
Tax Receivable Agreement liability adjustment | 10,005 | (1,324) | $ 100,758 | |
CWGS, LLC | ||||
Increase (decrease) in valuation allowance | (79,700) | (43,200) | ||
Tax receivable agreement | ||||
Reduction in tax receivable agreement liability due to reduction of future expected tax amortization | 7,500 | |||
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 | 114,800 | 134,200 | ||
Current portion of liabilities under tax receivable agreement | $ 6,600 | $ 9,400 | ||
CWGS, LLC | Tax receivable agreement | ||||
Units issued in exchange | 5,725 | 215,486 | ||
CWH | CWGS, LLC | ||||
Ownership interest | 42.00% | 41.90% | 41.50% | |
Interest (as a percent) | 42.00% | |||
Units held | 37,488,989 | 37,192,364 | ||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | ||||
Net operating loss carryforward indefinitely | $ 371,900 | |||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | Federal | ||||
Net operating loss carryforwards | 427,400 | |||
Net operating loss will expire if not used | 55,400 | |||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | State | ||||
Net operating loss carryforwards | 390,700 | |||
Net operating loss will expire if not used | $ 390,700 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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 | 1,148,115 | 1,156,345 |
Level 2 | Carrying Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 40,885 | 38,739 |
Level 2 | Carrying Value | Real Estate Facility | ||
Fair Value Measurements | ||
Debt instrument | 19,521 | 9,520 |
Level 2 | Fair Value | Term Loan Facility | ||
Fair Value Measurements | ||
Debt instrument | 1,104,947 | 1,116,338 |
Level 2 | Fair Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 41,299 | 40,139 |
Level 2 | Fair Value | Real Estate Facility | ||
Fair Value Measurements | ||
Debt instrument | $ 21,030 | $ 10,850 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies | ||
Self Insurance Reserve | $ 18.4 | $ 15.7 |
Letters of credit | 15.3 | 14 |
FreedomRoads, LLC Floor Plan Facility | ||
Commitments and Contingencies | ||
Letters of credit | 11.2 | $ 10.4 |
Broad market sponsorship agreement | ||
Other agreements | ||
2020 | 10 | |
2021 | 10.4 | |
2022 | 10.7 | |
2023 | 1.4 | |
2025 | 1.5 | |
Thereafter | 1.5 | |
Amended Subscription Agreement | ||
Other agreements | ||
2019 | 4.5 | |
2020 | 4.8 | |
2021 | $ 5 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) - lawsuit | 12 Months Ended | |
Dec. 31, 2019 | Aug. 06, 2019 | |
U S District Court of Delaware Cases | ||
Commitments and Contingencies | ||
Number of lawsuits | 2 | |
Maximum | ||
Commitments and Contingencies | ||
Period for severance pay beyond termination date | 1 year |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Nov. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2013 | Jan. 31, 2012 |
Related party transactions | ||||||
Cash distribution to members | $ 70,192 | $ 101,755 | $ 149,633 | |||
Stephen Adams | ||||||
Related party transactions | ||||||
Payments to related party for purchasing advertising services | 200 | 200 | 0 | |||
Mr. Lemonis | ||||||
Related party transactions | ||||||
Related party expense | 0 | 0 | ||||
Related Party Agreement | Andris A. Baltins | ||||||
Related party transactions | ||||||
Related party expense | 300 | 300 | 300 | |||
Related Party Agreement | Precise Graphix | ||||||
Related party transactions | ||||||
Related party expense | 1,400 | 5,600 | 2,700 | |||
Advertising Agreement | Cumulus Media | ||||||
Related party transactions | ||||||
Related party expense | 300 | 400 | ||||
FreedomRoads | Lease Agreement | Managers and Officers | ||||||
Related party transactions | ||||||
Related party expense | $ 2,200 | 1,900 | $ 2,000 | |||
FreedomRoads | Lease Agreement | Mr. Lemonis | ||||||
Related party transactions | ||||||
Base rent | $ 31,500 | $ 29,000 | ||||
Additional monthly base rent | $ 5,200 | |||||
Mr. Lemonis | ||||||
Related party transactions | ||||||
Related party expense | $ 400 | |||||
Mr. Lemonis | Precise Graphix | ||||||
Related party transactions | ||||||
Economic interest (as a percent) | 67.00% | |||||
Mr. Lemonis | JD Custom | Mr. Lemonis | ||||||
Related party transactions | ||||||
Indirect interest | 52.00% | |||||
Stephen Adams | Adams Radio | Stephen Adams | ||||||
Related party transactions | ||||||
Indirect interest | 90.00% |
Acquisitions - General Informat
Acquisitions - General Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)location | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Acquisitions | |||
Real properties purchased | $ 31,600 | $ 120,800 | |
Real properties purchased from parties related to the sellers of the dealership businesses | 2,900 | 21,600 | |
Payments to Acquire Productive Assets | $ 88,356 | $ 254,359 | $ 80,771 |
RV Dealership Groups | |||
Acquisitions | |||
Number of locations acquired | location | 5 | ||
Payments to Acquire Productive Assets | $ 48,400 | ||
RV Dealership Groups | FreedomRoads, LLC Floor Plan Facility | |||
Acquisitions | |||
Borrowing to purchase of business | $ 13,900 |
Acquisitions - Assets (Liabilit
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Tangible assets (liabilities) acquired (assumed): | |||
Goodwill | $ 386,941 | $ 359,117 | $ 348,387 |
Cash paid for acquisitions, net of cash acquired | $ 48,418 | 99,240 | $ 392,956 |
Assets Or Stock Of Multiple Dealership Locations Acquired [Member] | Membership and customer lists | |||
Tangible assets (liabilities) acquired (assumed): | |||
Intangible assets acquired | $ 766 | ||
Assets Or Stock Of Multiple Dealership Locations Acquired [Member] | Membership and customer lists | Minimum | |||
Tangible assets (liabilities) acquired (assumed): | |||
Estimated Life (in years) | 4 years | 4 years | |
Assets Or Stock Of Multiple Dealership Locations Acquired [Member] | Membership and customer lists | Maximum | |||
Tangible assets (liabilities) acquired (assumed): | |||
Estimated Life (in years) | 7 years | 7 years | |
2019 Acquisitions | |||
Tangible assets (liabilities) acquired (assumed): | |||
Inventories, net | $ 19,856 | ||
Prepaid expenses and other assets | 95 | ||
Property and equipment, net | 359 | ||
Accounts payable | (2) | ||
Accrued liabilities | (114) | ||
Total tangible net assets acquired | 20,194 | ||
Goodwill | 28,224 | ||
Purchase Price | 48,418 | ||
Cash paid for acquisitions, net of cash acquired | 48,418 | ||
Inventory purchases financed via floor plan | (13,853) | ||
Cash payment net of floor plan financing | $ 34,565 | ||
2018 Acquisitions | |||
Tangible assets (liabilities) acquired (assumed): | |||
Cash and cash equivalents | $ 2,648 | ||
Contracts in transit | 104 | ||
Accounts receivable, net | 100 | ||
Inventories, net | 47,666 | ||
Prepaid expenses and other assets | 201 | ||
Property and equipment, net | 948 | ||
Deferred tax asset, net | 48 | ||
Accounts payable | (64) | ||
Accrued liabilities | (1,455) | ||
Deferred revenues and gains | (168) | ||
Total tangible net assets acquired | 50,028 | ||
Intangible assets acquired | 1,084 | ||
Goodwill | 50,776 | ||
Purchase Price | 101,888 | ||
Cash paid for acquisitions, net of cash acquired | 99,240 | ||
Inventory purchases financed via floor plan | (34,313) | ||
Cash payment net of floor plan financing | 64,927 | ||
2018 Acquisitions | Trademarks and trade names | |||
Tangible assets (liabilities) acquired (assumed): | |||
Intangible assets acquired | $ 318 | ||
Estimated Life (in years) | 15 years |
Acquisitions - Goodwill, Revenu
Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - Assets Or Stock Of Multiple Dealership Locations Acquired [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisitions | ||
Goodwill for tax purposes | $ 28.2 | $ 34.4 |
Revenue | 44.6 | 105.8 |
Pre-tax income (loss) | $ 0.3 | $ 4.2 |
Statement of Cash Flows (Detail
Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash paid during the period for: | |||
Interest | $ 105,776 | $ 94,591 | $ 65,202 |
Income taxes | 5,900 | 17,683 | 35,432 |
Non-cash investing activities: | |||
Derecognized property and equipment for leases that qualified as operating leases after completion of construction | (4,628) | ||
Leasehold improvements paid by lessor | 21,749 | 27,022 | 4,908 |
Vehicles transferred to property and equipment from inventory | 827 | 919 | 1,555 |
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 | 3,158 | 8,441 | 6,721 |
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 | 4 | 3 | |
Par value of Class A common stock repurchased for withholding taxes on vested RSUs | $ (1) | $ (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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Minimum age to participate in 401(k) plan | 18 years | ||
Contribution expenses | $ 0 | $ 0 | $ 0 |
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% |
Stockholders' Equity - CWGS, LL
Stockholders' Equity - CWGS, LLC Ownership (Details) - CWGS, LLC | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CWH | |||
Common Stock | |||
Ownership interest | 42.00% | 41.90% | 41.50% |
Continuing Equity Owners | |||
Common Stock | |||
Percentage of ownership | 58.00% | 58.10% | 58.50% |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | Dec. 31, 2019shares | Dec. 31, 2018shares | Oct. 06, 2016Voteshares |
Common Class A | |||
Common Stock | |||
Common stock, authorized | 250,000,000 | 250,000,000 | |
Votes per share | Vote | 1 | ||
Common Class B | |||
Common Stock | |||
Common stock, authorized | 75,000,000 | 75,000,000 | |
Votes per share | Vote | 1 | ||
Common Class C | |||
Common Stock | |||
Common stock, authorized | 1 | 1 | 1 |
Voting power (as a percent) | 5.00% | ||
M L Related Parties | Common Class B | |||
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% |
Stockholders' Equity - Public O
Stockholders' Equity - Public Offerings (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2018 | Dec. 31, 2020 | Dec. 31, 2018 | |
Public offerings | |||
Consideration for redemption of shares | $ 0 | ||
Proceeds from short-swing profit disgorgement | $ 557,000 | ||
M L Acquisition Company LLC And M L Related Parties | |||
Public offerings | |||
Proceeds from short-swing profit disgorgement | $ 557,000 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summarizes the effects of change in ownership: | |||||||||||
Net income (loss) attributable to Camping World Holdings, Inc. | $ (28,521) | $ (30,692) | $ 18,017 | $ (19,395) | $ (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | $ (60,591) | $ 10,398 | $ 29,853 |
Transfers to non-controlling interests: | |||||||||||
Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests | (61,810) | 14,365 | 116,006 | ||||||||
Additional Paid-in Capital | |||||||||||
Transfers to non-controlling interests: | |||||||||||
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) | ||||||||||
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 | 736 | 881 | 257 | ||||||||
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs | (1,477) | (1,364) | |||||||||
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC | $ (478) | $ 4,536 | $ 177,747 | ||||||||
CWGS, LLC | |||||||||||
Non-Controlling Interests | |||||||||||
LLC outstanding | 89,158,273 | 88,867,373 | 89,158,273 | 88,867,373 | |||||||
CWH | CWGS, LLC | |||||||||||
Non-Controlling Interests | |||||||||||
Units held | 37,488,989 | 37,192,364 | 37,488,989 | 37,192,364 | |||||||
Ownership interest | 42.00% | 41.90% | 41.50% | ||||||||
Continuing Equity Owners | CWGS, LLC | |||||||||||
Non-Controlling Interests | |||||||||||
Units held | 51,669,284 | 51,675,009 | 51,669,284 | 51,675,009 | |||||||
Percentage of ownership | 58.00% | 58.10% | 58.00% | 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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity-based compensation expense: | |||
Equity based compensation expense | $ 13,145 | $ 14,088 | $ 5,109 |
Total income tax benefit recognized related to equity-based compensation | 1,275 | 1,350 | 619 |
Costs applicable to revenue | |||
Equity-based compensation expense: | |||
Equity based compensation expense | 847 | 820 | 386 |
Selling, general, and administrative | |||
Equity-based compensation expense: | |||
Equity based compensation expense | $ 12,298 | $ 13,268 | $ 4,723 |
Equity-based Compensation Pla_4
Equity-based Compensation Plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Plans | ||||
Aggregate Intrinsic Value - Outstanding | $ 0 | $ 100 | $ 1,700 | |
Actual tax benefit for the tax deductions from the exercise of stock options | 300 | 300 | ||
Stock options additional information | ||||
Aggregate Intrinsic Value - Outstanding | $ 0 | 100 | $ 1,700 | |
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 | ||||
Number of awards available under the plan (in shares) | 14,693,518 | |||
Term of awards | 10 years | |||
Unrecognized compensation costs | $ 1,100 | |||
Unrecognized compensation costs recognition period (in years) | 9 months 18 days | |||
Stock Options | ||||
Outstanding at December 31, 2018 (in shares) | 885 | |||
Forfeited (in shares) | (140) | |||
Outstanding at December 31, 2019 (in shares) | 745 | 885 | ||
Options exercisable at December 31, 2019 (in shares) | 547 | |||
Weighted Average Exercise Price | ||||
Outstanding at December 31, 2018 (per share) | $ 21.85 | |||
Forfeited (per share) | 21.76 | |||
Outstanding at December 31, 2019 (per share) | 21.86 | $ 21.85 | ||
Options exercisable at December 31, 2019 (per share) | $ 21.87 | |||
Stock options additional information | ||||
Weighted Average Remaining Contractual Life - Outstanding (in years) | 6 years 7 months 6 days | |||
Weighted Average Remaining Contractual Life - Exercisable (in years) | 6 years 7 months 6 days | |||
2016 Plan | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Plans | ||||
Unrecognized compensation costs | $ 30,900 | |||
Unrecognized compensation costs recognition period (in years) | 2 years 9 months 18 days | |||
2016 Plan | Restricted Stock Units (RSUs) | Non-employee Directors | Maximum | ||||
Share-based Compensation Plans | ||||
Vesting period | 3 years | |||
2016 Plan | Restricted Stock Units (RSUs) | Non-employee Directors | Minimum | ||||
Share-based Compensation Plans | ||||
Vesting period | 1 year |
Equity-based Compensation Pla_5
Equity-based Compensation Plans - Restricted Stock Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Plans | |||
Intrinsic value of unvested units | $ 11,800 | $ 5,600 | $ 1,300 |
Actual tax benefit for the tax deductions from the vesting of restricted stock units | $ 700 | $ 700 | $ 300 |
2016 Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Plans | |||
Grant date fair value (per unit) | $ 11.17 | $ 25.73 | $ 39.10 |
Intrinsic value of unvested units | $ 26,600 | ||
Unrecognized compensation costs | $ 30,900 | ||
Unrecognized compensation costs recognition period (in years) | 2 years 9 months 18 days | ||
Restricted Stock Units | |||
Outstanding at December 31, 2018 (in shares) | 1,426 | ||
Granted (in shares) | 968 | ||
Vested (in shares) | (417) | ||
Forfeited (in shares) | (171) | ||
Outstanding at December 31, 2019 (in shares) | 1,806 | 1,426 | |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value (per share) | $ 32.42 | ||
Granted (per share) | $ 11.17 | $ 25.73 | $ 39.10 |
Vested (per share) | 28.25 | ||
Forfeited (per share) | 28.06 | ||
Vesting delayed by deferral conditions (per share) | $ 19.68 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net (loss) income | $ (80,854) | $ (65,263) | $ 52,623 | $ (26,807) | $ (71,254) | $ 46,155 | $ 77,132 | $ 13,548 | $ (120,301) | $ 65,581 | $ 230,692 |
Less: net loss (income) attributable to non-controlling interests | 59,710 | (55,183) | (200,839) | ||||||||
Net income (loss) attributable to Camping World Holdings, Inc. - basic | (60,591) | 10,398 | 29,853 | ||||||||
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs | (71) | ||||||||||
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 | ||||||||||
Net income (loss) attributable to Camping World Holdings, Inc. - diluted | $ (60,662) | $ 24,638 | $ 29,853 | ||||||||
Denominator: | |||||||||||
Weighted-average shares of Class A common stock outstanding - basic | 37,310 | 36,985 | 26,622 | ||||||||
Dilutive restricted stock units | 40 | 83 | |||||||||
Dilutive common units of CWGS, LLC that are convertible into Class A common stock | 51,732 | ||||||||||
Weighted-average shares of Class A common stock outstanding - diluted | 37,350 | 88,878 | 26,622 | ||||||||
Earnings (loss) per share of Class A common stock - basic | $ (1.62) | $ 0.28 | $ 1.12 | ||||||||
Earnings (loss) per share of Class A common stock - diluted | $ (1.62) | $ 0.28 | $ 1.12 | ||||||||
Stock Option | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 795 | 681 | 1,063 | ||||||||
Restricted Stock Units (RSUs) | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 1,179 | 1,037 | 393 | ||||||||
Common Class A | |||||||||||
Denominator: | |||||||||||
Weighted-average shares of Class A common stock outstanding - basic | 37,310 | 36,985 | 26,622 | ||||||||
Dilutive options to purchase Class A common stock | 78 | ||||||||||
Weighted-average shares of Class A common stock outstanding - diluted | 37,350 | 88,878 | 26,622 | ||||||||
Earnings (loss) per share of Class A common stock - basic | $ (0.76) | $ (0.82) | $ 0.48 | $ (0.52) | $ (0.82) | $ 0.38 | $ 0.67 | $ 0.05 | $ (1.62) | $ 0.28 | $ 1.12 |
Earnings (loss) per share of Class A common stock - diluted | $ (0.89) | $ (0.82) | $ 0.46 | $ (0.52) | $ (0.83) | $ 0.38 | $ 0.67 | $ 0.05 | $ (1.62) | $ 0.28 | $ 1.12 |
CWGS, LLC | Common Units | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 51,670 | 59,995 |
Segments Information - General
Segments Information - General Information (Details) - segment | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segments Information | ||
Number of reportable segments | 2 | 3 |
Segments Information - Revenue
Segments Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segments Information | |||||||||||
Revenue | $ 964,931 | $ 1,387,972 | $ 1,474,347 | $ 1,064,769 | $ 982,393 | $ 1,309,486 | $ 1,441,477 | $ 1,058,661 | $ 4,892,019 | $ 4,792,017 | $ 4,279,830 |
Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (21,143) | (22,130) | (18,148) | ||||||||
Good Sam Services and Plans | |||||||||||
Segments Information | |||||||||||
Revenue | 179,538 | 172,660 | 161,888 | ||||||||
Good Sam Services and Plans | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (1,988) | (1,981) | (1,486) | ||||||||
New vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 2,370,321 | 2,512,854 | 2,435,928 | ||||||||
New vehicles | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (5,156) | (5,124) | (4,453) | ||||||||
Used vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 857,628 | 732,017 | 668,860 | ||||||||
Used vehicles | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (2,404) | (2,091) | (2,164) | ||||||||
Products, service and other | |||||||||||
Segments Information | |||||||||||
Revenue | 1,034,577 | 949,383 | 652,819 | ||||||||
Products, service and other | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (1,862) | (2,431) | (2,666) | ||||||||
Finance and insurance, net | |||||||||||
Segments Information | |||||||||||
Revenue | 401,302 | 383,711 | 326,609 | ||||||||
Finance and insurance, net | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (9,733) | (10,503) | (7,379) | ||||||||
Good Sam Club | |||||||||||
Segments Information | |||||||||||
Revenue | 48,653 | 41,392 | 33,726 | ||||||||
Good Sam Services and Plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 181,526 | 174,641 | 163,374 | ||||||||
Good Sam Services and Plans | Good Sam Services and Plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 181,526 | 174,641 | 163,374 | ||||||||
RV and Outdoor Retail | |||||||||||
Segments Information | |||||||||||
Revenue | 4,712,481 | 4,619,357 | 4,117,942 | ||||||||
RV and Outdoor Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 4,731,636 | 4,639,506 | 4,134,604 | ||||||||
RV and Outdoor Retail | New vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 2,370,321 | 2,512,854 | 2,435,928 | ||||||||
RV and Outdoor Retail | New vehicles | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 2,375,477 | 2,517,978 | 2,440,381 | ||||||||
RV and Outdoor Retail | Used vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 857,628 | 732,017 | 668,860 | ||||||||
RV and Outdoor Retail | Used vehicles | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 860,032 | 734,108 | 671,024 | ||||||||
RV and Outdoor Retail | Products, service and other | |||||||||||
Segments Information | |||||||||||
Revenue | 1,034,577 | 949,383 | 652,819 | ||||||||
RV and Outdoor Retail | Products, service and other | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 1,036,439 | 951,814 | 655,485 | ||||||||
RV and Outdoor Retail | Finance and insurance, net | |||||||||||
Segments Information | |||||||||||
Revenue | 401,302 | 383,711 | 326,609 | ||||||||
RV and Outdoor Retail | Finance and insurance, net | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 411,035 | 394,214 | 333,988 | ||||||||
RV and Outdoor Retail | Good Sam Club | |||||||||||
Segments Information | |||||||||||
Revenue | 48,653 | 41,392 | 33,726 | ||||||||
RV and Outdoor Retail | Good Sam Club | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | $ 48,653 | $ 41,392 | $ 33,726 |
Segments Information - Segment
Segments Information - Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segments Information | |||||||||||
Total segment income | $ (66,132) | $ (32,307) | $ 90,304 | $ 16,882 | $ (43,023) | $ 80,663 | $ 117,704 | $ 45,671 | $ 8,747 | $ 201,015 | $ 355,955 |
Selling, general, and administrative expense | (1,141,643) | (1,069,359) | (853,160) | ||||||||
Depreciation and amortization | (59,932) | (49,322) | (31,545) | ||||||||
Other interest expense, net | (69,363) | (63,329) | (42,959) | ||||||||
Tax Receivable Agreement liability adjustment | 10,005 | (1,324) | 100,758 | ||||||||
Loss and expense on debt restructure | (2,056) | (849) | |||||||||
(Loss) income before income taxes | (90,719) | 96,371 | 385,602 | ||||||||
Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 41,026 | 219,223 | 365,570 | ||||||||
Depreciation and amortization | (59,932) | (48,734) | (31,545) | ||||||||
Other interest expense, net | (8,940) | (8,077) | (5,881) | ||||||||
Corporate, Non-Segment | |||||||||||
Segments Information | |||||||||||
Selling, general, and administrative expense | (12,455) | (6,821) | (5,373) | ||||||||
Depreciation and amortization | (588) | ||||||||||
Other interest expense, net | (60,423) | (55,252) | (37,078) | ||||||||
Good Sam Services and Plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 83,635 | 81,138 | 73,976 | ||||||||
Depreciation and amortization | (4,304) | (3,328) | (3,482) | ||||||||
Other interest expense, net | 1 | (4) | 2 | ||||||||
RV and Outdoor Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | (42,609) | 138,085 | 291,594 | ||||||||
Depreciation and amortization | (55,628) | (45,406) | (28,063) | ||||||||
Other interest expense, net | $ (8,941) | $ (8,073) | $ (5,883) |
Segments Information - Deprecia
Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segments Information | |||
Depreciation and amortization | $ 59,932 | $ 49,322 | $ 31,545 |
Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 59,932 | 48,734 | 31,545 |
Corporate, Non-Segment | |||
Segments Information | |||
Depreciation and amortization | 588 | ||
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 4,304 | 3,328 | 3,482 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | $ 55,628 | $ 45,406 | $ 28,063 |
Segments Information - Other In
Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segments Information | |||
Other interest expense, net | $ 69,363 | $ 63,329 | $ 42,959 |
Operating Segments | |||
Segments Information | |||
Other interest expense, net | 8,940 | 8,077 | 5,881 |
Corporate, Non-Segment | |||
Segments Information | |||
Other interest expense, net | 60,423 | 55,252 | 37,078 |
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Other interest expense, net | (1) | 4 | (2) |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Other interest expense, net | $ 8,941 | $ 8,073 | $ 5,883 |
Segments Information - Assets (
Segments Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Segments Information | |||
Assets | $ 3,376,240 | $ 2,806,687 | $ 2,567,026 |
Operating Segments | |||
Segments Information | |||
Assets | 3,186,012 | 2,613,531 | 2,259,069 |
Corporate, Non-Segment | |||
Segments Information | |||
Assets | 190,228 | 193,156 | 307,957 |
Consumer Services and Plans | Operating Segments | |||
Segments Information | |||
Assets | 138,360 | 146,012 | 152,902 |
Dealership | Operating Segments | |||
Segments Information | |||
Assets | $ 3,047,652 | $ 2,467,519 | $ 2,106,167 |
Segment Information - Capital E
Segment Information - Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segments Information | |||
Capital expenditures | $ 88,356 | $ 254,359 | $ 80,771 |
Operating Segments | |||
Segments Information | |||
Capital expenditures | 88,357 | 254,359 | 80,771 |
Corporate, Non-Segment | |||
Segments Information | |||
Capital expenditures | (1) | ||
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Capital expenditures | 2,952 | 2,477 | 3,260 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Capital expenditures | $ 85,405 | $ 251,882 | $ 77,511 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Long-lived asset impairment | $ 16,300 | $ 50,000 | $ 66,270 | ||||||||
Restructuring Charges | 19,500 | 27,700 | |||||||||
Goodwill impairment | $ 40,046 | ||||||||||
Quarterly Financial Information | |||||||||||
Revenue | 964,931 | 1,387,972 | $ 1,474,347 | $ 1,064,769 | $ 982,393 | $ 1,309,486 | $ 1,441,477 | $ 1,058,661 | 4,892,019 | 4,792,017 | $ 4,279,830 |
Income from operations | (66,132) | (32,307) | 90,304 | 16,882 | (43,023) | 80,663 | 117,704 | 45,671 | 8,747 | 201,015 | 355,955 |
Net (loss) income | (80,854) | (65,263) | 52,623 | (26,807) | (71,254) | 46,155 | 77,132 | 13,548 | (120,301) | 65,581 | 230,692 |
Net income (loss) attributable to Camping World Holdings, Inc. | $ (28,521) | $ (30,692) | $ 18,017 | $ (19,395) | $ (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | $ (60,591) | $ 10,398 | $ 29,853 |
Income (loss) earnings per share of Class A common stock: | |||||||||||
Basic | $ (1.62) | $ 0.28 | $ 1.12 | ||||||||
Diluted | (1.62) | 0.28 | 1.12 | ||||||||
Common Class A | |||||||||||
Income (loss) earnings per share of Class A common stock: | |||||||||||
Basic | $ (0.76) | $ (0.82) | $ 0.48 | $ (0.52) | $ (0.82) | $ 0.38 | $ 0.67 | $ 0.05 | (1.62) | 0.28 | 1.12 |
Diluted | $ (0.89) | $ (0.82) | $ 0.46 | $ (0.52) | $ (0.83) | $ 0.38 | $ 0.67 | $ 0.05 | $ (1.62) | $ 0.28 | $ 1.12 |
Retail | |||||||||||
Goodwill impairment | $ 40,000 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of Registrant - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | |||
Cash and cash equivalents | $ 147,521 | $ 138,557 | |
Total current assets | 1,690,681 | 1,888,162 | |
Deferred tax assets, net | 129,710 | 145,943 | |
Total assets | 3,376,240 | 2,806,687 | $ 2,567,026 |
Current liabilities: | |||
Accrued liabilities | 130,316 | 124,619 | |
Current portion of Tax Receivable Agreement liability | 6,563 | 9,446 | |
Total current liabilities | 1,295,954 | 1,305,118 | |
Liabilities under Tax Receivable Agreement, net of current portion | 108,228 | 124,763 | |
Total liabilities | 3,535,476 | 2,773,770 | |
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, 2019 and December 31, 2018 | |||
Additional paid-in capital | 50,152 | 47,531 | |
Retained deficit | (83,134) | (3,370) | |
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | (32,602) | 44,538 | |
Total liabilities and stockholders' equity (deficit) | 3,376,240 | 2,806,687 | |
Common Class A | |||
Stockholders' equity (deficit) | |||
Common stock | 375 | 372 | |
Common Class B | |||
Stockholders' equity (deficit) | |||
Common stock | 5 | 5 | |
Common Class C | |||
Stockholders' equity (deficit) | |||
Common stock | |||
Parent Company | Reportable Legal Entities | |||
Assets | |||
Cash and cash equivalents | 44,991 | 31,537 | |
Intercompany receivable | 0 | 2,518 | |
Prepaid income taxes and other | 1,388 | 9,049 | |
Total current assets | 46,379 | 43,104 | |
Deferred tax assets, net | 127,689 | 144,006 | |
Investment in subsidiaries | (91,879) | (8,363) | |
Total assets | 82,189 | 178,747 | |
Current liabilities: | |||
Current portion of Tax Receivable Agreement liability | 6,563 | 9,446 | |
Total current liabilities | 6,563 | 9,446 | |
Liabilities under Tax Receivable Agreement, net of current portion | 108,228 | 124,763 | |
Total liabilities | 114,791 | 134,209 | |
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, 2019 and December 31, 2018 | |||
Additional paid-in capital | 50,152 | 47,531 | |
Retained deficit | (83,134) | (3,370) | |
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | (32,602) | 44,538 | |
Total liabilities and stockholders' equity (deficit) | 82,189 | 178,747 | |
Parent Company | Reportable Legal Entities | Common Class A | |||
Stockholders' equity (deficit) | |||
Common stock | 375 | 372 | |
Parent Company | Reportable Legal Entities | Common Class B | |||
Stockholders' equity (deficit) | |||
Common stock | 5 | 5 | |
Parent Company | Reportable Legal Entities | Common Class C | |||
Stockholders' equity (deficit) | |||
Common stock |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of Registrant - Balance Sheets Additional (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 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 | |||
Common Class A | |||||
Stockholders' equity (deficit) | |||||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Common stock, authorized | 250,000,000 | 250,000,000 | |||
Common stock, issued | 37,701,584 | 37,278,690 | |||
Common stock, outstanding | 37,488,989 | 37,192,364 | 36,749,000 | 18,936,000 | |
Common Class B | |||||
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 | 50,706,629 | 50,837,000 | 62,003,000 | |
Common Class C | |||||
Stockholders' equity (deficit) | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized | 1 | 1 | 1 | ||
Common stock, issued | 1 | 1 | |||
Common stock, outstanding | 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 | Common Class A | |||||
Stockholders' equity (deficit) | |||||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Common stock, authorized | 250,000,000 | 250,000,000 | |||
Common stock, issued | 37,701,584 | 37,278,690 | |||
Common stock, outstanding | 37,488,989 | 37,192,364 | |||
Parent Company | Reportable Legal Entities | Common Class B | |||||
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 | ||||
Parent Company | Reportable Legal Entities | Common Class C | |||||
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 - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||||||||||
Total revenue | $ 964,931 | $ 1,387,972 | $ 1,474,347 | $ 1,064,769 | $ 982,393 | $ 1,309,486 | $ 1,441,477 | $ 1,058,661 | $ 4,892,019 | $ 4,792,017 | $ 4,279,830 |
Operating expenses: | |||||||||||
Selling, general, and administrative | 1,141,643 | 1,069,359 | 853,160 | ||||||||
Total operating expenses | 1,278,651 | 1,161,917 | 884,959 | ||||||||
Income from operations | (66,132) | (32,307) | 90,304 | 16,882 | (43,023) | 80,663 | 117,704 | 45,671 | 8,747 | 201,015 | 355,955 |
Other interest expense, net | 69,363 | 63,329 | 42,959 | ||||||||
Tax Receivable Agreement liability adjustment | 10,005 | (1,324) | 100,758 | ||||||||
(Loss) income before income taxes | (90,719) | 96,371 | 385,602 | ||||||||
Income tax expense | (29,582) | (30,790) | (154,910) | ||||||||
Net (loss) income attributable to Camping World Holdings, Inc. | $ (28,521) | $ (30,692) | $ 18,017 | $ (19,395) | $ (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | (60,591) | 10,398 | 29,853 |
Parent Company | Reportable Legal Entities | |||||||||||
Revenue: | |||||||||||
Intercompany revenue | 11,642 | 7,066 | 4,768 | ||||||||
Total revenue | 11,642 | 7,066 | 4,768 | ||||||||
Operating expenses: | |||||||||||
Selling, general, and administrative | 11,642 | 7,066 | 4,770 | ||||||||
Total operating expenses | 11,642 | 7,066 | 4,770 | ||||||||
Income from operations | (2) | ||||||||||
Other interest expense, net | (15) | ||||||||||
Tax Receivable Agreement liability adjustment | 10,005 | (1,324) | 100,758 | ||||||||
Equity in net (loss) income of subsidiaries | (43,317) | 39,266 | 82,430 | ||||||||
(Loss) income before income taxes | (33,312) | 37,927 | 183,186 | ||||||||
Income tax expense | (27,279) | (27,529) | (153,333) | ||||||||
Net (loss) income attributable to Camping World Holdings, Inc. | $ (60,591) | $ 10,398 | $ 29,853 |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of Registrant - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||||||||||
Net (loss) income | $ (28,521) | $ (30,692) | $ 18,017 | $ (19,395) | $ (30,328) | $ 14,123 | $ 24,782 | $ 1,821 | $ (60,591) | $ 10,398 | $ 29,853 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||||||||||
Deferred tax expense | 14,897 | 11,364 | 130,966 | ||||||||
Tax Receivable Agreement liability adjustment | (10,005) | 1,324 | (100,758) | ||||||||
Change in assets and liabilities, net of acquisitions: | |||||||||||
Payment pursuant to Tax Receivable Agreement | (9,425) | (8,914) | (203) | ||||||||
Net cash provided by (used in) operating activities | 251,934 | 136,292 | (16,315) | ||||||||
Investing activities | |||||||||||
Net cash used in investing activities | (104,537) | (292,689) | (468,455) | ||||||||
Financing activities | |||||||||||
Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts, commissions and offering expenses | 121,395 | ||||||||||
Dividends on Class A common stock | (22,878) | (22,697) | (22,241) | ||||||||
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 | (138,433) | 70,791 | 594,737 | ||||||||
Increase (decrease) in cash and cash equivalents | 8,964 | (85,606) | 109,967 | ||||||||
Cash and cash equivalents at beginning of the period | 138,557 | 224,163 | 138,557 | 224,163 | 114,196 | ||||||
Cash and cash equivalents at end of the period | 147,521 | 138,557 | 147,521 | 138,557 | 224,163 | ||||||
Parent Company | Reportable Legal Entities | |||||||||||
Operating activities | |||||||||||
Net (loss) income | (60,591) | 10,398 | 29,853 | ||||||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||||||||||
Equity in net loss (income) of subsidiaries | 43,317 | (39,266) | (82,430) | ||||||||
Deferred tax expense | 14,981 | 10,908 | 133,639 | ||||||||
Tax Receivable Agreement liability adjustment | (10,005) | 1,324 | (100,758) | ||||||||
Change in assets and liabilities, net of acquisitions: | |||||||||||
Intercompany receivables | 2,518 | (2,518) | |||||||||
Prepaid income taxes and other assets | 7,671 | 1,464 | (10,656) | ||||||||
Accounts payable and other accrued assets | (44) | (1,147) | |||||||||
Payment pursuant to Tax Receivable Agreement | (9,425) | (8,914) | (203) | ||||||||
Net cash provided by (used in) operating activities | (11,534) | (26,648) | (31,702) | ||||||||
Investing activities | |||||||||||
Purchases of LLC Interest from CWGS, LLC | (271) | (124,150) | |||||||||
Distributions received from CWGS, LLC | 47,866 | 65,940 | 66,092 | ||||||||
Net cash used in investing activities | 47,866 | 65,669 | (58,058) | ||||||||
Financing activities | |||||||||||
Dividends on Class A common stock | (22,878) | (22,697) | (22,241) | ||||||||
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 | (22,878) | (21,987) | 102,031 | ||||||||
Increase (decrease) in cash and cash equivalents | 13,454 | 17,034 | 12,271 | ||||||||
Cash and cash equivalents at beginning of the period | $ 31,537 | $ 14,503 | 31,537 | 14,503 | 2,232 | ||||||
Cash and cash equivalents at end of the period | $ 44,991 | $ 31,537 | $ 44,991 | $ 31,537 | 14,503 | ||||||
Parent Company | Reportable Legal Entities | Common Class A | |||||||||||
Financing activities | |||||||||||
Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts, commissions and offering expenses | $ 122,544 |
Schedule I - Condensed Financ_6
Schedule I - Condensed Financial Information of Registrant - Notes to Condensed Financial Statements (Details) - USD ($) $ in Thousands | Oct. 06, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash paid during the period for: | ||||
Interest | $ 105,776 | $ 94,591 | $ 65,202 | |
Income taxes | (5,900) | (17,683) | (35,432) | |
Non-cash investing activities: | ||||
Portion of acquisition purchase price paid through issuance of Class A common stock | 5,720 | |||
Non-cash financing activities: | ||||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 3 | 130 | ||
Par value of Class A common stock issued for vested restricted stock units | 4 | 3 | ||
Par value of Class A common stock repurchased for withholding taxes on vested RSUs | (1) | (1) | ||
Par value of Class A common stock issued for acquisition | 1 | |||
Parent Company | Reportable Legal Entities | ||||
Basis of Presentation | ||||
Intercompany receivable | 0 | 2,518 | ||
Amount due related to tax receivable agreement | 114,800 | 134,200 | ||
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 | 4,235 | 14,421 | 31,543 | |
Non-cash investing activities: | ||||
Portion of acquisition purchase price paid through issuance of Class A common stock | 5,720 | |||
Non-cash financing activities: | ||||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 3 | 130 | ||
Par value of Class A common stock issued for vested restricted stock units | 4 | 3 | ||
Par value of Class A common stock repurchased for withholding taxes on vested RSUs | $ (1) | $ (1) | ||
Par value of Class A common stock issued for acquisition | $ 1 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts receivable allowance | |||
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 4,729 | $ 8,659 | $ 8,753 |
Additions Charged to Expense | (20) | 2,444 | 838 |
Charged to Other Accounts | 278 | (5,278) | 9,658 |
Charges Utilized (Write-off) | (1,270) | (1,096) | (10,590) |
Balance at End of Period | 3,717 | 4,729 | 8,659 |
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 | |
Additions Charged to Expense | 2,753 | ||
Charged to Other Accounts | (7,187) | 6,918 | |
Charges Utilized (Write-off) | (5,468) | ||
Balance at End of Period | $ 2,753 | $ 7,187 | |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 180,983 | $ 132,468 | $ 152,021 |
Tax Valuation Allowance Charged to Income Tax Provision | 85,903 | 43,175 | 11,194 |
Tax Valuation Allowance Credited to Income Tax Provision | (434) | (64,535) | |
Charged to Other Accounts | 5,340 | 33,788 | |
Balance at End of Period | $ 266,452 | $ 180,983 | $ 132,468 |