Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 22, 2021 | Jun. 30, 2020 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
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 | Large 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 | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 885,097,196 | ||
Common Class A | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 43,746,433 | ||
Common Class B | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 44,680,397 | ||
Common Class C | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 166,072 | $ 147,521 |
Contracts in transit | 48,175 | 44,947 |
Accounts receivable, less allowance for doubtful accounts of $3,393 and $3,537 in 2020 and 2019, respectively | 83,422 | 81,847 |
Inventories | 1,136,345 | 1,358,539 |
Prepaid expenses and other assets | 60,211 | 57,827 |
Total current assets | 1,494,225 | 1,690,681 |
Property and equipment, net | 367,898 | 314,374 |
Operating lease assets | 769,487 | 807,537 |
Deferred tax assets, net | 165,708 | 129,710 |
Intangible assets, net | 30,122 | 29,707 |
Goodwill | 413,123 | 386,941 |
Other assets | 15,868 | 17,290 |
Total assets | 3,256,431 | 3,376,240 |
Current liabilities: | ||
Accounts payable | 148,462 | 106,959 |
Accrued liabilities | 137,688 | 130,316 |
Deferred revenues | 88,213 | 87,093 |
Current portion of operating lease liabilities | 62,405 | 58,613 |
Current portion of Tax Receivable Agreement liability | 8,089 | 6,563 |
Current portion of long-term debt | 14,414 | 14,085 |
Notes payable - floor plan, net | 522,455 | 848,027 |
Other current liabilities | 53,795 | 44,298 |
Total current liabilities | 1,035,521 | 1,295,954 |
Operating lease liabilities, net of current portion | 804,555 | 843,312 |
Tax Receivable Agreement liability, net of current portion | 137,845 | 108,228 |
Revolving line of credit | 20,885 | 40,885 |
Long-term debt, net of current portion | 1,150,417 | 1,153,551 |
Deferred revenues and gains | 61,519 | 58,079 |
Other long-term liabilities | 54,920 | 35,467 |
Total liabilities | 3,265,662 | 3,535,476 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, par value $0.01 per share - 20,000,000 shares authorized; none issued and outstanding as of December 31, 2020 and December 31, 2019 | ||
Additional paid-in capital | 63,342 | 50,152 |
Treasury stock, at cost; 572,447 and 0 shares as of December 31, 2020 and December 31, 2019 | (15,187) | |
Retained deficit | (21,814) | (83,134) |
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | 26,774 | (32,602) |
Non-controlling interests | (36,005) | (126,634) |
Total stockholders' deficit | (9,231) | (159,236) |
Total liabilities and stockholders' deficit | 3,256,431 | 3,376,240 |
Common Class A | ||
Stockholders' deficit: | ||
Common stock | 428 | 375 |
Total stockholders' deficit | 428 | 375 |
Common Class B | ||
Stockholders' deficit: | ||
Common stock | 5 | 5 |
Total stockholders' deficit | 5 | 5 |
Common Class C | ||
Stockholders' deficit: | ||
Common stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' equity (deficit) | ||
Allowance for doubtful accounts | $ 3,393 | $ 3,537 |
Allowance for doubtful accounts | $ 3,393 | $ 3,537 |
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 |
Treasury Stock, (In shares) | 572,447 | 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 | 43,083,008 | 37,701,584 |
Common stock, outstanding | 42,226,389 | 37,488,989 |
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 | 45,999,132 | 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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | |||
Total revenue | $ 5,446,591 | $ 4,892,019 | $ 4,792,017 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 3,744,112 | 3,604,621 | 3,429,085 |
Operating expenses: | |||
Selling, general, and administrative | 1,156,071 | 1,141,643 | 1,069,359 |
Debt restructure expense | 380 | ||
Depreciation and amortization | 51,981 | 59,932 | 49,322 |
Goodwill impairment | 40,046 | ||
Long-lived asset impairment | 12,353 | 66,270 | |
Lease termination | 4,547 | (686) | |
Loss on disposal of assets | 1,332 | 11,492 | 2,810 |
Total operating expenses | 1,226,284 | 1,278,651 | 1,161,917 |
Income from operations | 476,195 | 8,747 | 201,015 |
Other income (expense): | |||
Floor plan interest expense | (19,689) | (40,108) | (38,315) |
Other interest expense, net | (54,689) | (69,363) | (63,329) |
Loss on debt restructure | (1,676) | ||
Tax Receivable Agreement liability adjustment | 141 | 10,005 | (1,324) |
Total other expense | (74,237) | (99,466) | (104,644) |
Income (loss) before income taxes | 401,958 | (90,719) | 96,371 |
Income tax expense | (57,743) | (29,582) | (30,790) |
Net income (loss) | 344,215 | (120,301) | 65,581 |
Less: net (income) loss attributable to non-controlling interests | (221,870) | 59,710 | (55,183) |
Net income (loss) attributable to Camping World Holdings, Inc. | $ 122,345 | $ (60,591) | $ 10,398 |
Earnings (loss) per share of Class A common stock: | |||
Basic | $ 3.11 | $ (1.62) | $ 0.28 |
Diluted | $ 3.09 | $ (1.62) | $ 0.28 |
Weighted average shares of Class A common stock outstanding: | |||
Basic | 39,383 | 37,310 | 36,985 |
Diluted | 40,009 | 37,350 | 88,878 |
Common Class A | |||
Earnings (loss) per share of Class A common stock: | |||
Basic | $ 3.11 | $ (1.62) | $ 0.28 |
Diluted | $ 3.09 | $ (1.62) | $ 0.28 |
Weighted average shares of Class A common stock outstanding: | |||
Basic | 39,383 | 37,310 | 36,985 |
Diluted | 40,009 | 37,350 | 88,878 |
New vehicles | |||
Revenue: | |||
Total revenue | $ 2,823,311 | $ 2,370,321 | $ 2,512,854 |
Used vehicles | |||
Revenue: | |||
Total revenue | 984,853 | 857,628 | 732,017 |
Products, service and other | |||
Revenue: | |||
Total revenue | 948,890 | 1,034,577 | 949,383 |
Finance and insurance, net | |||
Revenue: | |||
Total revenue | 464,261 | 401,302 | 383,711 |
Good Sam Club | |||
Revenue: | |||
Total revenue | 44,299 | 48,653 | 41,392 |
Good Sam Club services and plans | |||
Revenue: | |||
Total revenue | 180,977 | 179,538 | 172,660 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 72,938 | 78,054 | 76,041 |
RV and Outdoor Retail | |||
Revenue: | |||
Total revenue | 5,265,614 | 4,712,481 | 4,619,357 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 3,671,174 | 3,526,567 | 3,353,044 |
RV and Outdoor Retail | New vehicles | |||
Revenue: | |||
Total revenue | 2,823,311 | 2,370,321 | 2,512,854 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 2,320,537 | 2,074,270 | 2,188,735 |
RV and Outdoor Retail | Used vehicles | |||
Revenue: | |||
Total revenue | 984,853 | 857,628 | 732,017 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 751,029 | 678,640 | 568,400 |
RV and Outdoor Retail | Products, service and other | |||
Revenue: | |||
Total revenue | 948,890 | 1,034,577 | 949,383 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | 590,716 | 762,919 | 585,263 |
RV and Outdoor Retail | Finance and insurance, net | |||
Revenue: | |||
Total revenue | 464,261 | 401,302 | 383,711 |
RV and Outdoor Retail | Good Sam Club | |||
Revenue: | |||
Total revenue | 44,299 | 48,653 | 41,392 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | |||
Total costs applicable to revenue | $ 8,892 | $ 10,738 | $ 10,646 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Additional Paid-in Capital | Treasury Stock | Retained DeficitCumulative Effect Adjustment | Retained Deficit | Non-controlling InterestCumulative Effect Adjustment | Non-controlling Interest | Cumulative Effect Adjustment | Common Class A | Common Class B | Total |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adoption of accounting standard | $ 42,520 | $ 7,619 | $ 21,252 | $ 367 | $ 5 | $ 71,763 | ||||
Balance at Dec. 31, 2017 | 42,520 | 7,619 | 21,252 | $ 367 | $ 5 | 71,763 | ||||
Balance (in shares) at Dec. 31, 2017 | 36,749 | 50,837 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adoption of accounting standard | ASU 2014-09 | $ 1,310 | $ 2,476 | $ 3,786 | |||||||
Adoption of accounting standard | 47,531 | (3,370) | (11,621) | $ 372 | $ 5 | 32,917 | ||||
Equity-based compensation | 14,088 | 14,088 | ||||||||
Exercise of stock options | 149 | 149 | ||||||||
Exercise of stock options (in shares) | 7 | |||||||||
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 | |||||||||
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) | |||||||||
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 | (130) | ||||||||
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 (loss) | 10,398 | 55,183 | 65,581 | |||||||
Balance (ASU 2014-09) at Dec. 31, 2018 | 1,310 | 2,476 | 3,786 | |||||||
Balance at Dec. 31, 2018 | 47,531 | (3,370) | (11,621) | $ 372 | $ 5 | 32,917 | ||||
Balance (in shares) at Dec. 31, 2018 | 37,192 | 50,707 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adoption of accounting standard | ASU 2014-09 | 1,310 | 2,476 | 3,786 | |||||||
Adoption of accounting standard | 47,531 | (3,370) | (11,621) | $ 372 | $ 5 | 32,917 | ||||
Adoption of accounting standard | ASU 2014-09 | 1,310 | 2,476 | 3,786 | |||||||
Adoption of accounting standard | ASU 2016-02 | 3,705 | 6,332 | 10,037 | |||||||
Adoption of accounting standard | 50,152 | (83,134) | (126,634) | 375 | 5 | 32,917 | ||||
Equity-based compensation | 13,145 | $ 13,145 | ||||||||
Exercise of stock options (in shares) | 0 | |||||||||
Vesting of restricted stock units | 736 | (740) | $ 4 | |||||||
Vesting of restricted stock units (in shares) | 417 | |||||||||
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) | |||||||||
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 | |||||||||
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 (loss) | (60,591) | (59,710) | (120,301) | |||||||
Balance (ASU 2016-02) at Dec. 31, 2019 | 3,705 | 6,332 | 10,037 | |||||||
Balance at Dec. 31, 2019 | 50,152 | (83,134) | (126,634) | $ 375 | $ 5 | (159,236) | ||||
Balance (in shares) at Dec. 31, 2019 | 37,489 | 50,707 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adoption of accounting standard | ASU 2016-02 | 3,705 | 6,332 | 10,037 | |||||||
Adoption of accounting standard | 50,152 | (83,134) | (126,634) | $ 375 | $ 5 | (159,236) | ||||
Adoption of accounting standard | ASU 2016-02 | $ 3,705 | $ 6,332 | $ 10,037 | |||||||
Adoption of accounting standard | 63,342 | $ (15,187) | (21,814) | (36,005) | 428 | $ 5 | (159,236) | |||
Equity-based compensation | 20,661 | 20,661 | ||||||||
Exercise of stock options | 4,022 | $ 611 | $ 2 | 4,635 | ||||||
Exercise of stock options (in shares) | 23 | 191 | ||||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | (2,602) | 2,602 | ||||||||
Vesting of restricted stock units | (6,398) | $ 8,556 | (2,161) | $ 3 | ||||||
Vesting of restricted stock units (in shares) | 323 | 338 | ||||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | (1,910) | $ (2,832) | (4,742) | |||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (107) | (71) | ||||||||
Repurchases of Class A common stock to treasury stock | 11,616 | $ (21,522) | (11,616) | (21,522) | ||||||
Repurchases of Class A common stock to treasury stock | (811) | |||||||||
Redemption of LLC common units for Class A common stock | 25,565 | 7,529 | $ 48 | 33,142 | ||||||
Redemption of LLC common units for Class A common stock (in shares) | 4,852 | (4,708) | ||||||||
Distributions to holders of LLC common units | (136,974) | (136,974) | ||||||||
Dividends | (61,025) | (61,025) | ||||||||
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | (28,385) | (28,385) | ||||||||
Non-controlling interest adjustment | (9,379) | 9,379 | ||||||||
Net income (loss) | 122,345 | 221,870 | 344,215 | |||||||
Balance at Dec. 31, 2020 | 63,342 | $ (15,187) | (21,814) | (36,005) | $ 428 | $ 5 | (9,231) | |||
Balance (in shares) at Dec. 31, 2020 | (572) | 42,799 | 45,999 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adoption of accounting standard | $ 63,342 | $ (15,187) | $ (21,814) | $ (36,005) | $ 428 | $ 5 | $ (9,231) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common Class A | |||
Dividends declared per share | $ 1.4 | $ 0.61 | $ 0.61 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | |||
Net income (loss) | $ 344,215 | $ (120,301) | $ 65,581 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 51,981 | 59,932 | 49,322 |
Equity-based compensation | 20,661 | 13,145 | 14,088 |
Loss on debt restructure | 1,676 | ||
Loss (gain) on lease termination | 4,547 | (686) | |
Goodwill impairment | 40,046 | ||
Long-lived asset impairment | 12,353 | 66,270 | |
Loss on disposal of assets | 1,332 | 11,492 | 2,810 |
Provision for losses on accounts receivable | 1,068 | (20) | 2,444 |
Non-cash lease expense | 57,536 | 54,921 | |
Accretion of original debt issuance discount | 1,079 | 1,038 | 1,034 |
Non-cash interest | 4,306 | 4,585 | 5,068 |
Deferred income taxes | 6,606 | 14,897 | 11,364 |
Tax Receivable Agreement liability adjustment | (141) | (10,005) | 1,324 |
Change in assets and liabilities, net of acquisitions: | |||
Receivables and contracts in transit | (2,777) | 12,217 | (16,550) |
Inventories | 239,334 | 216,111 | (99,610) |
Prepaid expenses and other assets | (3,016) | (7,951) | (8,290) |
Accounts payable and other accrued expenses | 39,846 | (15,350) | 49,172 |
Payment pursuant to Tax Receivable Agreement | (6,563) | (9,425) | (8,914) |
Accrued rent for cease-use locations | (488) | ||
Deferred revenue | 4,560 | 708 | 12,448 |
Operating lease liabilities | (68,951) | (54,403) | |
CARES Act deferral of payroll taxes | 29,231 | ||
Other, net | 10,462 | 14,759 | 13,767 |
Net cash provided by operating activities | 747,669 | 251,934 | 136,292 |
Investing activities | |||
Purchases of property and equipment | (31,845) | (56,789) | (133,557) |
Purchase of real property | (53,078) | (31,567) | (120,802) |
Proceeds from the sale of real property | 7,484 | 28,169 | 56,932 |
Purchases of businesses, net of cash acquired | (47,571) | (48,418) | (99,240) |
Purchase of equity securities | (2,500) | ||
Proceeds from sale of property and equipment | 1,751 | 4,068 | 3,978 |
Purchases of intangible assets | (176) | ||
Net cash used in investing activities | (125,935) | (104,537) | (292,689) |
Financing activities | |||
Proceeds from long-term debt | 11,663 | 329,775 | |
Payments on long-term debt | (39,070) | (13,658) | (83,825) |
Net payments on notes payable - floor plan, net | (324,485) | (43,989) | (85,446) |
Borrowings on revolving line of credit | 14,029 | 45,164 | |
Payments on revolving line of credit | (20,000) | (11,883) | (6,425) |
Payment of debt issuance costs | (47) | (3,345) | |
Dividends on Class A common stock | (61,025) | (22,878) | (22,697) |
Proceeds from exercise of stock options | 4,635 | 153 | |
RSU shares withheld for tax | (4,742) | (1,478) | (1,365) |
Repurchases of Class A common stock to treasury stock | (21,522) | ||
Disgorgement of short-swing profits by Section 16 officer | 557 | ||
Distributions to holders of LLC common units | (136,974) | (70,192) | (101,755) |
Net cash (used in) provided by financing activities | (603,183) | (138,433) | 70,791 |
Increase (decrease) in cash and cash equivalents | 18,551 | 8,964 | (85,606) |
Cash and cash equivalents at beginning of the period | 147,521 | 138,557 | 224,163 |
Cash and cash equivalents at end of the period | $ 166,072 | $ 147,521 | $ 138,557 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019, and 2018, CWH owned 47.4%, 42.0% and 41.9%, 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. COVID-19 A novel strain of coronavirus was declared a pandemic by the World Health Organization in March 2020. To date, COVID-19 has surfaced in nearly all regions of the world and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. Many affected areas have begun the process of easing restrictions and reopening certain businesses often under new operating guidelines, although new waves of infection may lead to an increase in such restrictions or closures. In conjunction with the stay-at-home and shelter-in-place restrictions enacted in many areas, the Company saw significant sequential declines in its overall customer traffic levels and its overall revenues from the mid-March to mid-to-late April 2020 timeframe. In the latter part of April, the Company began to see a significant improvement in its online web traffic levels and number of electronic leads, and in early May, the Company began to see improvements in its overall revenue levels. As the stay-at-home restrictions began to ease across certain areas of the country, the Company experienced significant acceleration in its in-store and online traffic, lead generation, and revenue trends in May continuing throughout the remainder of 2020 and early indications appear to show favorable trends continuing into 2021. In order to offset the initially expected adverse impact of COVID-19 and better align expenses with reduced sales in the middle of March 2020 and early April 2020, the Company temporarily reduced salaries and hours throughout the business, including for its executive officers, and implemented headcount and other cost reductions. Most of these temporary salary reductions ended in May 2020 as the adverse impacts of the pandemic began to decline and the Company increased hours for certain employees and reinstated many positions from the initial headcount reductions as the demand for the Companyās products increased. The Company also negotiated lease payment deferrals with numerous landlords amounting to approximately $14.0 million from 2020 into 2021. As demand for all products accelerated and the Companyās cash position improved, the Company repaid these rent deferrals in full prior to June 30, 2020. The Company has also taken steps to add new private label lines, expand its relationships with smaller recreational vehicle (āRVā) manufacturers, and acquire used inventory from distressed sellers to help manage risks in its supply chain. Throughout the pandemic, the majority of the Companyās retail locations have continued to operate as essential businesses and the Company has continued to operate its e-commerce business. As a consequence of COVID-19, the Company had held fewer consumer shows and events during 2020 than in 2019. Since March 2020, the Company has implemented preparedness plans to keep its employees and customers safe, which include social distancing, providing employees with face coverings and/or other protective clothing as required, implementing additional cleaning and sanitization routines, and work-from-home directives for a significant portion of the Companyās workforce. Description of the Business Camping World Holdings, Inc., together with its subsidiaries, is Americaās largest retailer of RVs and related products and services. As noted above, CWGS, LLC is a holding company and operates through its subsidiaries. The Company has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing assistance; consumer shows and events; and consumer publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; commissions on the finance and insurance contracts related to the sale of RVs; the sale of RV services and maintenance work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture, and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World and Gander RV & Outdoors brands, and markets its products and services primarily to RV and outdoor enthusiasts. In 2019, the Company made a strategic decision to refocus its business around its core RV competencies, and on September 3, 2019, the board of directors approved a strategic plan to shift the business away from locations that did not have the ability or where it was not feasible to sell and/or service RVs (the ā2019 Strategic Shiftā) (see Note 5 ā Restructuring and Long-lived Asset Impairment). This resulted in the sale, closure or divestiture of 34 non-RV retail stores and the liquidation of approximately $108 million of non-RV related inventory in 2019. The table below summarizes the Companyās retail store openings, closings, divestitures, conversions and number of locations from December 31, 2019 to December 31, 2020: ā ā ā ā ā ā ā ā ā ā ā RV RV Service & Other ā ā ā Dealerships Retail Centers Retail Stores Total Number of store locations as of December 31, 2019 ā 154 ā 11 ā 10 ā 175 Opened ā 9 ā ā ā ā ā 9 Closed / divested ā (3) ā ā ā (8) ā (11) Temporarily closed (1) ā (2) ā ā ā ā ā (2) Converted ā 2 ā (1) ā (1) ā ā Number of store locations as of December 31, 2020 ā 160 ā 10 ā 1 ā 171 (1) These locations are temporarily closed in response to the COVID-19 pandemic. Use of Estimates The preparation of these 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, including those uncertainties arising from COVID-19, 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, Accounts Receivable and Current Expected Credit Losses 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. Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts, which includes a reserve for expected credit losses. Accounts receivable balances due in excess of one year was $8.2 million at December 31, 2020 and $8.6 million at December 31, 2019, which are included in other assets in the consolidated balance sheets. The allowance for doubtful accounts is based on managementās assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for doubtful accounts was required at December 31, 2020. No allowance for doubtful accounts related to contracts in transit was required at December 31, 2019. Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances of approximately $3.4 million as of December 31, 2020 and $3.5 million as of December 31, 2019 for uncollectible accounts were required. The following table details the changes in the allowance for doubtful accounts (in thousands): ā ā ā ā ā ā ā ā ā Year Ended ā ā December 31, ā December 31, ā 2020 2019 Allowance for doubtful accounts: ā ā ā ā ā ā Balance, beginning of period ā $ 3,537 ā $ 4,481 Charged to bad debt expense ā ā 1,068 ā ā (20) Deductions (1) ā ā (1,212) ā ā (924) Balance, end of period ā $ 3,393 ā $ 3,537 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. 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, 2020 and 2019 was approximately $188.1 million and $149.9 million, respectively. The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion. Inventories, net 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 primarily consists of the direct cost of the merchandise including freight. A portion of the products, parts, accessories and other inventory includes capitalized labor relating to assembly. 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 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 are included in property and equipment, which also includes capitalized software costs to be held and used. For the Companyās major software systems, such as its accounting and membership systems, its 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. The Companyās long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Companyās long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset groupās estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset groupās respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions. 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 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. In the case of insurance and service contracts, the stated period typically extends from one to five years with the refundable commission balance declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging the Companyās historical experience from the past eight years , adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $58.9 million and $48.3 million as of December 31, 2020 and December 31, 2019, respectively. The remaining RV and Outdoor retail revenue consists of sales of products, service and other products, including RV accessories and supplies, RV furniture, 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. 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 Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2020, 2019 and 2018 were $96.3 million, $117.8 million and $112.4 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, 2020, 2019, and 2018, $8.2 million, $6.2 million, and $4.9 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 for additional information. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the āFASBā) issued Accounting Standards Update (āASUā) 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. In April 2019, the FASB issued ASU 2019-04, Codification Improvements, which provides guidance on accounting for credit losses on accrued interest receivable balances and guidance on including recoveries when estimating the allowance. In May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief, which allows entities with an option to elect fair value for certain instruments upon adoption of Topic 326. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2016-13 on January 1, 2020 and the adoption did not materially impact its condensed 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, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2018-15 on January 1, 2020 using the prospective transition approach and the adoption did not materially impact its condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (āASU 2020-04ā). This standard, effective for reporting periods through December 31, 2022, provides accounting relief for contract modifications that replace an interest rate impacted by reference rate reform (e.g., London Interbank Offered Rate (āLIBORā)) with a new alternative reference rate. The guidance is applicable to investment securities, receivables, loans, debt, leases, derivatives and hedge accounting elections and other contractual arrangements. The Company adopted ASU 2020-04 as of January 1, 2020 and the adoption did not materially impact its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 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 does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue | |
Revenue | 2. Revenue Contract Assets As of December 31, 2020 and 2019, a contract asset of $8.1 million and $6.1 million, respectively, relating to RV service revenues was included in accounts receivable in the accompanying consolidated balance sheet. As of December 31, 2020 and 2019, the Company had capitalized costs to acquire a contract consisting of $7.1 million and $6.6 million, respectively, from the deferral of sales commissions expenses relating to multi-year 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, 2020, $87.1 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. As of December 31, 2020, the Company has unsatisfied performance obligations primarily relating to multi-year plans for its roadside assistance, Good Sam Club memberships, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligation for these revenue streams at December 31, 2020 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, 2020 2021 $ 88,213 2022 ā ā 29,472 2023 ā ā 15,797 2024 ā ā 7,707 2025 ā ā 4,083 Thereafter ā ā 4,460 Total ā $ 149,732 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, 2020 | |
Receivables | |
Receivables | 3. Receivables Receivables consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā ā 2020 2019 ā Good Sam Services and Plans ā $ 11,837 ā $ 20,195 ā RV and Outdoor Retail ā ā ā ā ā ā ā New and used vehicles ā ā 6,836 ā ā 2,295 ā Parts, service and other ā ā 26,437 ā ā 23,199 ā Trade accounts receivable ā ā 16,289 ā ā 15,715 ā Due from manufacturers ā ā 17,778 ā ā 17,642 ā Other ā ā 7,611 ā ā 5,782 ā Corporate ā ā 27 ā ā 556 ā ā ā ā 86,815 ā ā 85,384 ā Allowance for doubtful accounts ā ā (3,393) ā ā (3,537) ā ā ā $ 83,422 ā $ 81,847 ā ā |
Inventories, net and Notes Paya
Inventories, net and Notes Payable - Floor Plan, net | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Good Sam services and plans ā $ 109 ā $ 590 New RVs ā ā 691,114 ā ā 966,134 Used RVs ā ā 178,336 ā ā 165,927 Products, parts, accessories and other ā ā 266,786 ā ā 225,888 ā ā $ 1,136,345 ā $ 1,358,539 ā New RV inventory included in the RV and Outdoor Retail segment is primarily financed by a floor plan credit agreement with a syndication of banks. The borrowings under the floor plan credit agreement 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 LIBOR plus 2.05% as of December 31, 2020 and at one-month LIBOR plus 2.15% for the years ended December 31, 2019 and December 31, 2018. LIBOR was 0.15%, 1.71% and 2.35% as of December 31, 2020, 2019, and 2018, respectively. The floor plan 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, 2020 and 2019, 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 āSecond Amendmentā). 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, 2020 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 $48.0 million under the revolving line of credit, which maximum amount outstanding further decreases by $3.0 million on the last day of each fiscal quarter. The maturity date of the Floor Plan Facility is March 15, 2023. On May 12, 2020, FR entered into a Third Amendment to the Seventh Amended and Restated Credit Agreement (āThird Amendmentā) that provides FR with a one-time option to request a temporary four-month reduction (āCurrent Ratio Reduction Periodā) of the minimum consolidated current ratio at any time during 2020 and the first seven days of 2021. FR did not exercise that option. During the Current Ratio Reduction Period, the applicable borrowing rate margin on LIBOR and base rate loans ranges from 2.05% to 3.00% and 0.55% and 1.50% , respectively, based on the consolidated current ratio at FR. Effective May 12, 2020 through July 31, 2020, FR was not allowed to draw further Revolving Credit Loans (as defined in the Floor Plan Facility). 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. As of December 31, 2020 and December 31, 2019, FR had $133.6 million and $87.0 million, respectively, in the FLAIR offset account. The Third Amendment raised the maximum FLAIR percentage of outstanding floor plan borrowings from 20% to 30% for the period of May 12, 2020 through August 31, 2020 before returning to 20%. Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management has determined that no events have occurred at December 31, 2020 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at December 31, 2020 and December 31, 2019. On June 29, 2020, FR made a voluntary $20.0 million principal payment on the revolving line of credit. The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2020 and December 31, 2019 (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2020 2019 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 $ 1,379,750 Less: borrowings, net ā ā (522,455) ā ā (848,027) Less: flooring line aggregate interest reduction account ā ā (133,639) ā ā (87,016) Additional borrowing capacity ā ā 723,656 ā ā 444,707 Less: accounts payable for sold inventory ā ā (28,980) ā ā (27,892) Less: purchase commitments ā ā (39,121) ā ā (8,006) Unencumbered borrowing capacity ā $ 655,555 ā $ 408,809 ā ā ā ā ā ā ā Revolving line of credit ā $ 48,000 ā $ 60,000 Less: borrowings ā ā (20,885) ā ā (40,885) Additional borrowing capacity ā $ 27,115 ā $ 19,115 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 (11,732) ā ā (11,175) Additional letters of credit capacity ā $ 3,268 ā $ 3,825 ā ā ā ā ā ā ā ā |
Restructuring and Long-lived As
Restructuring and Long-lived Asset Impairment | 12 Months Ended |
Dec. 31, 2020 | |
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 at a sufficient capacity (the āOutdoor Lifestyle Locationsā). Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating at September 3, 2019, the Company has closed or divested 39 Outdoor Lifestyle Locations, three distribution centers, and 20 specialty retail locations through December 31, 2020. One of the aforementioned closed distribution centers was reopened during the three months ended June 2020 and repurposed for online order fulfillment. As of December 31, 2020, the Company has completed the store closures and divestitures relating to the 2019 Strategic Shift. As part of the 2019 Strategic Shift, the Company evaluated the impact on its supporting infrastructure and operations, which included rationalizing inventory levels and composition, closing certain distribution centers, and realigning other resources. The Company had a reduction of headcount and labor costs for those locations that were closed or divested and the Company incurred material charges associated with the activities contemplated under the 2019 Strategic Shift. The Company currently estimates the total restructuring costs associated with the 2019 Strategic Shift to be in the range of $89.6 million to $110.6 million. The breakdown of the estimated restructuring costs are as follows: ā one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $1.2 million, all of which has been incurred through December 31, 2020; ā lease termination costs of $18.0 million to $32.0 million, of which $11.9 million has been incurred through December 31, 2020; ā incremental inventory reserve charges of $42.4 million, all of which has been incurred through December 31, 2020; and ā other associated costs of $28.0 million to $35.0 million, of which $21.2 million has been incurred through December 31, 2020. Through December 31, 2020, the Company has incurred $21.2 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 $6.8 million to $13.8 million represents similar costs that may be incurred in the year ending December 31, 2021 for locations that continue in a wind-down period, primarily comprised of lease costs accounted for under ASC 842, Leases, 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, 2021 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 ā Year Ended ā December 31, 2020 December 31, 2019 Restructuring costs: ā ā ā ā ā One-time termination benefits (1) $ 231 ā $ 1,008 Lease termination costs (2) ā 4,432 ā ā 55 Incremental inventory reserve charges (3) ā 543 ā ā 41,894 Other associated costs (4) ā 16,835 ā ā 4,321 Total restructuring costs $ 22,041 ā $ 47,278 (1) These costs incurred in 2020 were primarily included in costs applicable to revenues ā products, service and other in the consolidated statements of operations. These costs incurred in 2019 were primarily 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. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities. (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 years ended December 31, 2020 and 2019, costs of approximately $0.4 million and $0.6 million, respectively, were included in costs applicable to revenue ā products, service and other, and $16.4 million and $3.7 million, respectively, 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) Balance at December 31, 2019 ā ā 722 ā ā ā ā ā 285 ā ā 1,007 Charged to expense ā ā 231 ā ā 10,532 ā ā 16,835 ā ā 27,598 Paid or otherwise settled ā ā (953) ā ā (10,532) ā ā (16,346) ā ā (27,831) Balance at December 31, 2020 ā $ ā ā $ ā ā $ 774 ā $ 774 ā ā ā ā ā ā ā ā ā ā ā ā ā (1) Lease termination costs excludes the $1.3 million and the $6.1 million of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the six months ended December 31, 2019 and for the year ended December 31, 2020, respectively. 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, 2020, the Company had indicators of impairment of the long-lived assets for certain of its locations. 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 certain 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, 2020, the Company identified indicators of impairment at previously closed stores in certain markets. After performing the long-lived asset impairment test using updated assumptions for these locations, the Company determined that 19 locations within the RV and Outdoor Retail segment had long-lived assets that were impaired. The Company recorded the following long-lived asset impairment charges: $2.4 million related to leasehold improvements, $2.6 million related to furniture and equipment, $1.5 million related to buildings, and $5.9 million operating lease right-of-use assets. Of the $12.4 million long-lived asset impairment charge during the year ended December 31, 2020, $12.3 million related to the 2019 Strategic Shift discussed above. For the year ended December 31, 2019, the Company recorded the following long-lived asset impairment charges: $20.8 million related to leasehold improvements, $28.6 million related to furniture and equipment, and $16.9 million operating lease right-of-use assets. 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, 2020 | |
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 2020 ā 2019 ā Land ā $ 47,780 ā $ 36,069 ā Buildings and improvements ā ā 99,739 ā ā 64,860 ā Leasehold improvements (1) ā ā 210,396 ā ā 174,417 ā Furniture and equipment ā ā 180,191 ā ā 181,539 ā Software ā ā 73,256 ā ā 67,086 ā Software systems development and construction in progress ā ā 11,560 ā ā 8,632 ā ā ā ā 622,922 ā ā 532,603 ā Less: accumulated depreciation and amortization ā ā (255,024) ā ā (218,229) ā Property and equipment, net ā $ 367,898 ā $ 314,374 ā ā (1) At December 31, 2020 inclusive of right-to-use assets ā Depreciation expense for the years ended December 31, 2020, 2019, and 2018 was $47.4 million, $54.7 million and $44.8 million, respectively . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 (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, 2019 (excluding impairment charges) ā $ 97,204 ā $ 503,750 ā $ 600,954 Accumulated impairment charges ā ā (46,884) ā ā (194,953) ā ā (241,837) Balance as of January 1, 2019 ā ā 50,320 ā ā 308,797 ā 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 ā 23,829 ā ā 363,112 ā ā 386,941 Acquisitions (1)(3) ā ā ā ā ā 26,182 ā ā 26,182 Balance as of December 31, 2020 ā $ 23,829 ā $ 389,294 ā $ 413,123 ā ā ā ā ā ā ā ā ā ā (1) Represents measurement period adjustments relating to prior period acquisitions (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. (3) Represents current period acquisitions (see Note 15 ā Acquisitions). 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 a quantitative 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. During the three months ended March 31, 2020, the Company determined that a triggering event for an interim goodwill impairment test of its RV and Outdoor Retail reporting unit had occurred as a result of the decline in the market price of the Companyās Class A common stock and the potential impact of COVID-19 on the Companyās business. As a result of the interim goodwill impairment test, the Company determined that the fair value of the RV and Outdoor Retail reporting unit was substantially above its respective carrying amount, therefore, no goodwill impairment was recorded. In the fourth quarter of 2020 and 2019, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, and GSS Enterprise reporting units. The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment. The Good Sam Show and GSS Enterprise reporting units are comprised of a portion of the Good Sam Services and Plans Segment. These annual goodwill impairment tests resulted in the determination that the estimated fair value of these reporting units exceeded their carrying value. Therefore, no impairment charge was recorded during the years ended December 31, 2020 and 2019. The Company estimated the fair value of these reporting units 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, 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 former Dealership segment as previously reported and the Good Sam Show and GSS Enterprise reporting units, which was comprised a portion of the Good Sam Services and Plans segment as previously reported. The Company did not record any impairment of goodwill for the Dealership, Good Sam Show and GSS Enterprise reporting units during the year ended December 31, 2018. 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, 2020 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 $ (8,568) ā $ 572 RV and Outdoor Retail: ā ā ā ā ā ā ā ā ā Customer lists and domain names ā ā 3,476 ā ā (1,930) ā ā 1,546 Supplier lists ā ā 1,696 ā ā (85) ā ā 1,611 Trademarks and trade names ā ā 29,564 ā ā (6,681) ā ā 22,883 Websites ā ā 6,140 ā ā (2,630) ā ā 3,510 ā ā $ 50,016 ā $ (19,894) ā $ 30,122 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 As of December 31, 2020, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.4 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 5.3 years, suppliers lists ā 5.0 years, trademarks and trade names ā 15.0 years, and websites ā 8.3 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 12.8 years. Amortization expense of finite-lived intangibles for the years ended December 31, 2020, 2019, and 2018 was $4.6 million, $5.2 million and $4.5 million, respectively. The aggregate future five-year amortization of finite-lived intangibles at December 31, 2020, was as follows (in thousands): ā ā ā ā ā ā 2021 $ 3,686 ā 2022 ā ā 3,491 ā 2023 ā ā 3,184 ā 2024 ā ā 3,143 ā 2025 ā ā 2,908 ā Thereafter ā ā 13,710 ā ā ā $ 30,122 ā ā |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Long-Term Debt | |
Long-Term Debt | 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 2020 2019 Term Loan Facility (1) ā $ 1,130,356 ā $ 1,148,115 Finance Lease Liabilities (2) ā ā 29,982 ā ā ā Real Estate Facility (3) ā ā 4,493 ā ā 19,521 Subtotal ā ā 1,164,831 ā ā 1,167,636 Less: current portion ā ā (14,414) ā ā (14,085) Total ā $ 1,150,417 ā $ 1,153,551 ā ā ā ā ā ā ā (1) Net of $3.2 million and $4.3 million of original issue discount at December 31, 2020 and 2019, respectively, and $7.9 million and $ 10.7 million of finance costs at December 31, 2020 and 2019, respectively. (2) Consists of three real estate parcels with long-term leases and IT equipment contracts, which contain lease components that extend through the majority of the useful life of the asset. Certain IT equipment contracts also contain purchase options at the end of the term, which are likely to be exercised (see Note 10 ā Lease Obligations). (3) Net of $0.2 million of finance costs at December 31, 2019. Finance costs at December 31, 2020 were not significant. The aggregate future maturities of long-term debt at December 31, 2020, were as follows (in thousands): ā ā ā ā ā Long-term debt instruments ā ā 2021 $ 12,174 ā 2022 ā ā 12,176 ā 2023 ā ā 1,121,697 ā Subtotal ā ā 1,146,047 ā Finance Leases (1) ā ā 29,982 ā Total ā $ 1,176,029 ā ā ā ā ā ā (1) Current portion of finance leases was $2.2 million at December 31, 2020. See Note 10 - Lease Obligation. ā ā Senior Secured Credit Facilities As of December 31, 2020 and 2019, 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 up to 50% of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio. On June 30, 2020, the Borrower made a $9.6 million voluntary principal payment on the Term Loan Facility. As of December 31, 2020, the Company is not required to make an additional excess cash flow payment. As of December 31, 2020, the average interest rate on the Term Loan Facility was 3.50%. 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 2020 2019 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 (53,459) ā ā (31,898) Less: unamortized original issue discount ā ā (3,241) ā ā (4,320) Less: finance costs ā ā (7,944) ā ā (10,667) ā ā ā 1,130,356 ā ā 1,148,115 Less: current portion ā ā (11,891) ā ā (11,991) Long-term debt, net of current portion ā $ 1,118,465 ā $ 1,136,124 Revolving Credit Facility: ā ā ā ā ā ā Total commitment ā $ 35,000 ā $ 35,000 Less: outstanding letters of credit ā ā (5,930) ā ā (4,112) Less: availability reduction due to Total Leverage Ratio ā ā ā ā ā (21,622) Additional borrowing capacity ā $ 29,070 ā $ 9,266 ā ā ā ā ā ā ā 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, 2020, 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, 2020, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 30% threshold. The Company was in compliance with all applicable debt covenants at December 31, 2020 and 2019. Real Estate Facility As of December 31, 2020 and December 31, 2019, 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 capacity 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, 2020, a principal balance of $4.5 million was outstanding under the Real Estate Facility, and the interest rate was 3.00% with a commitment fee of 0.50% of the aggregate unused principal amount of the Real Estate Facility. As of December 31, 2020 and December 31, 2019, the Company had no available capacity under the Real Estate Facility. In August 2020, the Company entered into an agreement to lease an owned property for a former distribution center in Greenville, North Carolina to a third party. By entering into this lease, the Company was required to pay down $10.3 million of the Real Estate Facility, which was paid in August 2020. Additionally, in September 2020, the Company sold an owned property relating to the other former distribution center in Greenville, North Carolina to a third party. By selling this property, the Company was required to pay down $3.4 million of the Real Estate Facility in September 2020. Management has determined that the credit agreement governing the Real Estate Facility includes subjective acceleration clauses, which could impact debt classification. Management has determined that no events have occurred at December 31, 2020 that would trigger a subjective acceleration clause. Additionally, 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, 2020 and 2019. Finance Lease Liabilities The Companyās finance lease liabilities consist of three real estate parcels with long-term leases and IT equipment contracts, which contain lease components that extend through the majority of the useful life of the asset. Certain IT equipment contracts also contain purchase options at the end of the term, which are likely to be exercised (see Note 10 ā Lease Obligations). |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Lease Obligations | |
Leases Obligations | 10. Lease Obligations The Company leases property and equipment throughout the United States primarily under finance and operating leases. 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 retail locations through 254 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 Company has three properties classified as finance leases. The following presents components of lease assets and lease liabilities, and the associated financial statement line items ($ in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, Lease Assets and Liabilities ā Financial Statement Line Items ā 2020 ā 2019 Operating lease assets ā Operating lease assets ā $ 769,487 ā $ 807,537 Finance lease assets ā Property and equipment, net ā ā 29,756 ā ā ā Total lease assets, net ā ā ā $ 799,243 ā $ 807,537 ā ā ā ā ā ā ā ā ā Operating lease liabilities - current ā Current portion of operating lease liabilities ā $ 62,405 ā $ 58,613 Finance lease liabilities - current ā Current portion of long-term debt ā ā 2,240 ā ā ā Operating lease liabilities - non-current ā Operating lease liabilities, net of current portion ā ā 804,555 ā ā 843,312 Finance lease liabilities - non-current ā Long-term debt, net of current portion ā ā 27,742 ā ā ā Total lease liabilities ā ā ā $ 896,942 ā $ 901,925 ā The following presents certain information related to the costs for leases (in thousands): ā ā ā ā ā ā ā Year Ended December 31, ā 2020 2019 Operating lease cost $ 121,238 ā $ 122,431 Finance lease cost: ā ā ā ā ā Amortization of finance lease assets ā 2,701 ā ā ā Interest on finance lease liabilities ā 1,248 ā ā ā Short-term lease cost ā 1,699 ā ā 3,177 Variable lease cost ā 23,385 ā ā 23,763 Sublease income ā (1,876) ā ā (1,380) Net lease costs $ 148,395 ā $ 147,991 ā The following presents supplemental cash flow information related to leases (in thousands): ā ā ā ā ā ā ā Year Ended December 31, ā 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: ā ā ā ā ā Operating cash flows for operating leases $ 121,708 ā $ 122,073 Operating cash flows for finance leases ā 1,061 ā ā ā Financing cash flows for finance leases ā 2,355 ā ā ā Lease assets obtained in exchange for lease liabilities: ā ā ā ā ā New, remeasured, and terminated operating leases $ 25,296 ā $ 98,282 New finance leases ā 31,895 ā ā ā ā The following presents other information related to leases: ā ā ā ā ā ā December 31, 2020 Weighted average remaining lease term: ā ā ā Operating leases ā 12.4 years Financing leases ā 16.0 years Weighted average discount rate: ā ā ā Operating leases ā 7.1 % Financing leases ā 6.0 % ā The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities on the balance sheet as of December 31, 2020 (in thousands): ā ā ā ā ā ā ā ā ā Operating Finance ā Leases Leases 2021 $ 120,376 $ 3,977 2022 ā ā 117,783 ā ā 4,011 2023 ā ā 115,532 ā ā 2,777 2024 ā ā 110,853 ā ā 2,494 2025 ā ā 103,471 ā ā 2,376 Thereafter ā ā 765,838 ā ā 33,776 Total lease payments ā ā 1,333,853 ā ā 49,411 Less: Imputed interest ā ā (466,893) ā ā (19,429) Total lease obligations ā ā 866,960 ā ā 29,982 Less: current portion ā ā (62,405) ā ā (2,240) Noncurrent lease obligations ā $ 804,555 ā $ 27,742 ā |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 2018 Current: ā ā ā ā ā ā ā ā ā Federal ā $ 38,843 ā $ 10,605 ā $ 13,828 State ā ā 12,294 ā ā 4,080 ā ā 5,598 Deferred: ā ā ā ā ā ā ā ā ā Federal ā ā 5,016 ā ā 9,140 ā ā 11,970 State ā ā 1,590 ā ā 5,757 ā ā (606) Income tax expense ā $ 57,743 ā $ 29,582 ā $ 30,790 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 2020 2019 2018 Income taxes computed at federal statutory rate (1) ā $ 84,411 ā $ (19,051) ā $ 20,238 State income taxes ā net of federal benefit (1) ā ā 3,741 ā ā (4,728) ā ā 4,313 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 2,965 ā ā 937 ā ā 1,076 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 (53,147) ā ā (22,089) ā ā (41,367) Tax benefit from of transfer assets (3) ā ā ā ā ā (14,170) ā ā ā Increase in valuation allowance due to transfer of assets (3) ā ā ā ā ā 26,350 ā ā ā Increase in valuation allowance ā ā 19,058 ā ā 59,552 ā ā 43,175 Impact of other state tax rate changes ā ā (915) ā ā 1,653 ā ā (2,020) Goodwill impairment ā ā ā ā ā ā ā ā 6,158 Other ā ā 1,630 ā ā 1,128 ā ā (783) Income tax expense ā $ 57,743 ā $ 29,582 ā $ 30,790 ā (1) Federal and state income tax for 2019 and 2018 include the tax effect of $2.5 million of income tax benefit and $0.3 million of income tax expense, respectively, relating to the revaluation in the Tax Receivable Agreement liability. The amount related to 2020 was insignificant. (2) The related income is taxable to the non-controlling 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. 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 2020 2019 Deferred tax liabilities ā ā ā ā ā ā Accelerated depreciation ā $ (5) ā $ (3) Prepaid expenses ā ā (1,690) ā ā (1,676) Intangible assets ā ā (2,865) ā ā (3,704) Operating lease assets ā ā (67,400) ā ā (71,221) Lease incentives ā ā (63) ā ā (5,226) ā ā ā (72,023) ā ā (81,830) Deferred tax assets ā ā ā ā ā ā Investment impairment ā ā 22,169 ā ā 21,601 Inventory-related ā ā 5,494 ā ā 5,029 Gift cards ā ā 1,788 ā ā 1,385 Deferred revenues ā ā 6,996 ā ā 6,859 Accrual for employee benefits and severance ā ā 2,485 ā ā 1,555 Stock option expense ā ā 469 ā ā (10) Investment in partnership ("Outside Basis Deferred Tax Asset") (1) ā ā 241,805 ā ā 203,663 Tax Receivable Agreement liability ā ā 36,486 ā ā 28,715 Net operating loss carryforward ā ā 124,117 ā ā 114,617 Intangible assets ā ā 1,456 ā ā 2,086 Goodwill ā ā 1,433 ā ā 2,396 Deferred depreciation ā ā 1,283 ā ā 1,002 Operating lease liabilities ā ā 79,639 ā ā 82,785 Other reserves ā ā 8,057 ā ā 6,309 ā ā ā 533,677 ā ā 477,992 Valuation allowance ā ā (295,946) ā ā (266,452) Net deferred tax assets ā $ 165,708 ā $ 129,710 ā (1) This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC. ā At December 31, 2020, certain subsidiaries of CWH had federal and state net operating loss carryforwards of approximately $462.7 million and $422.0 million, respectively, which will be able to offset future taxable income. If not used, $55.5 million of federal and $422.0 million of state net operating losses will expire between 2021 and 2040, and $407.2 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. As further described in Note 1 ā Summary of Significant Accounting Policies ā COVID-19, in response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. These measures may include deferring the due dates of income tax and payroll tax payments or other changes to their income and non-income-based tax laws. The Coronavirus Aid, Relief, and Economic Security Act (the āCARES Actā), which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws. For the year ended December 31, 2020, there were no material impacts to the Companyās consolidated financial statements as it relates to COVID-19 measures other than the deferral of non-income-based payroll taxes under the CARES Act of $29.2 million as of December 31, 2020, of which $14.6 million was included in other current liabilities and $14.6 million was included in other long-term liabilities in the consolidated balance sheets. At December 31, 2020, 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 $19.7 million in the year ended December 31, 2020, compared to an increase of $79.7 million in the year ended December 31, 2019, primarily as a result of increased operating losses incurred during 2020. 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 $9.8 million in the year ended December 31, 2020, compared to an increase of $6.2 million in the year ended December 31, 2019. The increase in the year ended December 31, 2020 was primarily the result of increased ownership, net of a reduction in enacted state income tax rates. 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 2017. As of December 31, 2020 and 2019, the Company recorded $2.7 million and $0.3 million, respectively, related to uncertain tax positions. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. 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, 2020 and 2019, 4,852,497 and 5,725 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, 2020, and December 31, 2019, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $145.9 million and $114.8 million, respectively, of which $8.1 million and $6.6 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the consolidated balance sheets. From January 1, 2021 to February 17, 2021, Crestview Partners II GP, L.P. has redeemed 1.3 million common units in CWGS, LLC for 1.3 million shares of the Companyās Class A common stock as a result of transactions pursuant to a trading plan. The estimated increase in deferred tax assets, the non-current portion of the Tax Receivable Agreement liability, and additional paid-in capital resulting from these redemptions is $13.3 million, $11.3 million, and $2.0 million, respectively. Payments pursuant to the Tax Receivable Agreement relating to these redemptions would begin during the year ended December 31, 2022. 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, 2020 | |
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 2020 and 2019 of assets and liabilities that are not measured at fair value on a recurring basis. The following table presents the reported carrying value and fair value information for the 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, the Revolving Line of Credit, and the Real Estate Facility are 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, 2020 ā December 31, 2019 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility ā Level 2 ā $ 1,130,356 ā $ 1,132,979 ā $ 1,148,115 ā $ 1,104,947 Floor Plan Facility Revolving Line of Credit ā Level 2 ā ā 20,885 ā ā 20,791 ā ā 40,885 ā ā 41,299 Real Estate Facility ā Level 2 ā ā 4,493 ā ā 4,600 ā ā 19,521 ā ā 21,030 ā |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
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 $11.6 million in 2021, $14.5 million in 2022, $5.6 million in 2023, and $4.5 million in 2024, which are recognized to expense over the expected benefit period. The Company entered into a subscription agreement for a customer relationship management software application in 2014. The subscription agreement was amended on October 28, 2016 and again October 18, 2017. The 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 $19.6 million and $18.4 million at December 31, 2020 and 2019, 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, 2020 and 2019, these letters of credit were approximately $17.7 million and $15.3 million, respectively. This includes $11.7 million and $11.2 million as of December 31, 2020 and 2019, respectively, issued under the 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 Strougo v. Camping World Holdings Inc. et al The Ronge and Strougo Complaints were consolidated and lead plaintiffs (the ā Ronge Ronge Ronge Ronge 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 October 2017 (āIUOE Complaintā). The IUOE Complaint named as defendants the Company, and certain of its officers and directors, among others, and alleged violations of Sections 11, 12(a), and 15 of the Securities Act of 1933 based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading. On July 13, 2020, the parties entered into a confidential settlement agreement resolving the named plaintiffās claims. The putative classās claims were duplicative of certain claims in the Ronge Ronge On February 22, 2019, a putative class action complaint styled Daniel Geis v. Camping World Holdings Inc., et al Geis Ronge Geis Ronge Ronge On March 5, 2019, a shareholder derivative suit styled Hunnewell v. Camping World Holdings, Inc., et al. On April 17, 2019, a shareholder derivative suit styled Lincolnshire Police Pension Fund v. Camping World Holdings, Inc., et al Ronge On August 6, 2019, two shareholder derivative suits, styled Janssen v. Camping World Holdings, Inc., et al. Sandler v. Camping World Holdings, Inc. et al shareholders materially misleading and inaccurate information through the Companyās 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 the Companyās officers and directors, attorneysā fees and costs, and any other and further relief the court deems just and proper. On September 25, 2019, the Court granted the partiesā joint motion to consolidate the action and stay the action pending resolution of defendantsā motion to dismiss in the Ronge On May 28, 2020, Kamela Woodings (āWoodingsā), in her representative capacity under the Private Attorney General Action (āPAGAā) filed a lawsuit styled Woodings v. FreedomRoads, LLC Woodings v. FreedomRoads, LLC On August 6, 2020, the Class Action was removed to the U.S. District Court for the Central District of California. On August 27, 2020, Woodings amended the Class Action to add a second plaintiff, Jodi Dormaier, representing a Washington subclass of all non-exempt FreedomRoads, LLC employees, in an amended lawsuit styled Kamela Woodings and Jodi Dormaier v. FreedomRoads, LLC (the āAmended Class Actionā). Dormeir, and the putative class, pre-judgment interest, declaratory judgment establishing a violation of California Labor Code, California Business and Professional Code Ā§Ā§ 17200, et seq., Revised Code of Washington and other laws of the States of California and Washington, and public policy, compensatory damages including lost wages, earnings, liquidated damages, and other employee benefits together with interest, restitution, recovery of all money, actual damages and all other sums of money owed to Woodings, Dormaier, and the putative class members, together with interest, an accounting of FreedomRoads, LLCās revenues, costs, and profits in connection with each sale of goods and services made by Woodings, Dormaier, and the putative class, and reasonable attorneysā fees and costs, and any other and further relief the court deems just and proper. On January 18, 2021, the parties entered into a preliminary agreement to settle the Amended Class Action and the PAGA Complaint subject to the terms of a long-form settlement agreement to be executed by the parties and approval by the courts. As of December 31, 2020, the Company had a reserve totaling $4.0 million for estimated losses related to this matter. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Companyās financial condition and results of operations. 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 adjusted 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, 2020 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions Transactions with Directors, Equity Holders and Executive Officers FR leases various retail locations from managers and officers. During 2020, 2019 and 2018, the related party lease expense for these locations was $2.0 million, $2.2 million and $1.9 million, respectively. In January 2012, FR entered into a lease (the āOriginal Leaseā) for the offices in Lincolnshire, Illinois, which was amended as of March 2013 (the āFirst Amendmentā). The Original Lease base rent was $29,000 per month that was amended to $31,500 per month in March 2013 by virtue of the First Amendment and is subject to annual increases. As of November 1, 2019, by way of the Second Amendment to the Office Lease, (together with the Original Lease and the First Amendment, collectively, the āOffice Leaseā), 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 Office 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 year ended December 31, 2018, the Company incurred Cumulus Media expenses of $0.3 million for the aforementioned advertising services. Cumulus Media was not a related party in the years ended December 31, 2019 and 2020. 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. The Company incurred expenses from Precise Graphix of $0.3 million, $1.4 million and $5.6 million for the years ended December 31, 2020, 2019 and 2018, 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 and $0.4 million for the years ended December 31, 2020, 2019 and 2018, 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 million, $0.2 million, and $0.2 million for the years ended December 31, 2020, 2019 and 2018, 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, $0.2 million, $0.3 million and $0.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, for legal services. ā |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Acquisitions | |
Acquisitions | 15. Acquisitions In 2020 and 2019, 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 dealerships 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. In 2020, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of nine locations for an aggregate purchase price of approximately $37.9 million plus real property of $53.1 million. The purchases were partially funded through $10.3 million of borrowings under the Floor Plan Facility revolving line of credit. Three of these acquired locations will open in 2021. Additionally, in October 2020, the RV and Outdoor Retail segment acquired the assets of an RV furniture distributor for $9.7 million in cash. For the years ended December 31, 2020 and 2019, the Company purchased real property of $53.1 million and $31.6 million, respectively, of which $34.1 million and $2.9 million, respectively, was from parties related to the sellers of the businesses. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the RV furniture distributor consist of the following: ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ($ in thousands) 2020 2019 Tangible assets (liabilities) acquired (assumed): ā ā ā ā ā ā Accounts receivable, net ā $ 3,094 ā $ ā Inventories, net ā ā 17,211 ā ā 19,856 Prepaid expenses and other assets ā ā 643 ā ā 95 Property and equipment, net ā ā 1,077 ā ā 359 Operating lease assets ā ā 1,859 ā ā ā Finance lease asset ā ā 2,373 ā ā ā Accounts payable ā ā (1,628) ā ā (2) ā ā ā ā ā ā ā ā ā Year Ended December 31, ($ in thousands) 2020 2019 Accrued liabilities ā ā (2,839) ā ā (114) Operating lease liabilities ā ā (1,859) ā ā ā Finance lease liabilities ā ā (2,373) ā ā ā Total tangible net assets acquired ā ā 17,558 ā ā 20,194 Intangible assets acquired: ā ā ā ā ā ā Trademarks and trade names ā ā 725 ā ā ā Supplier and customer relationships ā ā 3,107 ā ā ā Total intangible assets acquired ā ā 3,832 ā ā ā Goodwill ā ā 26,182 ā ā 28,224 Purchase price ā ā 47,572 ā ā 48,418 Cash and cash equivalents acquired ā ā ā ā ā ā Cash paid for acquisitions, net of cash acquired ā ā 47,572 ā ā 48,418 Inventory purchases financed via floor plan ā ā (10,350) ā ā (13,854) Cash payment net of floor plan financing ā $ 37,222 ā $ 34,564 ā ā ā ā ā ā ā ā The fair values above are preliminary relating to the year ended December 31, 2020 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, primarily the 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, 2020 and 2019, acquired goodwill of $26.2 million and $28.2 million is expected to be deductible for tax purposes. Included in the years ended December 31, 2020 and 2019 consolidated financial results were $10.1 million and $44.6 million of revenue, respectively, and $0.5 million of pre-tax loss and $0.3 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, 2020 | |
Statement of Cash Flows | |
Statements of Cash Flows | 16. Statements of Cash Flows Supplemental disclosures of cash flow information for the following periods (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 2020 2019 2018 Cash paid during the period for: ā ā ā ā ā ā ā ā ā Interest ā $ 72,458 ā $ 105,776 ā $ 94,591 Income taxes ā ā 52,938 ā ā 5,900 ā ā 17,683 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 ā ā ā (4,628) Leasehold improvements paid by lessor ā ā 37 ā ā 21,749 ā ā 27,022 Vehicles transferred to property and equipment from inventory ā ā 70 ā ā 827 ā ā 919 Derecognition of non-tenant improvements ā ā ā ā ā ā ā ā 8,134 Capital expenditures in accounts payable and accrued liabilities ā ā 3,738 ā ā 3,158 ā ā 8,441 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 48 ā ā ā ā ā 3 Par value of Class A common stock issued for vested restricted stock units ā ā 3 ā ā 4 ā ā 3 Par value of Class A common stock repurchased for withholding taxes on vested RSUs ā ā ā ā ā (1) ā ā (1) ā |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
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 2020, 2019 or 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
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 47.4%, 42.0%, and 41.9% as of December 31, 2020, 2019, and 2018, respectively, CWH has the sole voting power in, and controls the management of, CWGS, LLC. The remaining 52.6%, 58.0%, and 58.1% of CWGS, LLC as of December 31, 2020, 2019, and 2018, 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. Stock Repurchase Program On October 30, 2020, the Companyās Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Companyās Class A common stock, expiring on October 31, 2022. Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Companyās discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Boardās discretion. The Company expects to fund the repurchases using cash on hand. During the year ended December 31, 2020, the Company repurchased 811,223 shares of Class A common stock under this program for approximately $21.5 million, including commissions paid, at a weighted average price per share of $26.53, which is recorded as treasury stock on the consolidated balance sheets. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, 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 deficit). As of December 31, 2020 and December 31, 2019, there were 89,043,176 and 89,158,273 common units of CWGS, LLC interests outstanding, respectively, of which CWH owned 42,226,389 and 37,488,989 common units of CWGS, LLC, respectively, representing 47.4% and 42.0% ownership interest in CWGS, LLC., respectively, and the Continuing Equity Owners owned 46,816,787 and 51,669,284 common units of CWGS, LLC, respectively, representing 52.6% and 58.0% ownership interests in CWGS, LLC, respectively. During the year ended December 31, 2020, the funds controlled by Crestview Partners II GP, L.P. redeemed 4.7 million common units of CWGS, LLC in exchange for 4.7 million shares of the Companyās Class A common stock, which also resulted in the cancellation of 4.7 million shares of the Companyās Class B common stock that was previously held by the funds controlled by Crestview Partners II GP, L.P. During the year ended December 31, 2018, the ML Related Parties redeemed 0.1 million common units of CWGS, LLC in exchange for 0.1 million shares of the Companyās Class A common stock, which also resulted in the cancellation of 0.1 million shares of the Companyās Class B common stock that was previously held by the ML Related Parties. 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) 2020 2019 2018 Net income (loss) attributable to Camping World Holdings, Inc. ā $ 122,345 ā $ (60,591) ā $ 10,398 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 the exercise of stock options ā ā (2,602) ā ā ā ā ā (86) ā (Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units ā ā (6,398) ā ā 736 ā ā 881 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 (1,910) ā ā (1,477) ā ā (1,364) ā Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock ā ā 11,616 ā ā ā ā ā ā ā Increase (decrease) in additional paid-in capital as a result of the redemption of common units of CWGS, LLC ā ā 25,565 ā ā (478) ā ā 4,536 ā Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests ā $ 148,616 ā $ (61,810) ā $ 14,365 ā ā |
Equity-based Compensation Plans
Equity-based Compensation Plans | 12 Months Ended |
Dec. 31, 2020 | |
Equity-based Compensation Plans | |
Equity-based Compensation Plans | ā 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 Year Ended December 31, ($ in thousands) 2020 2019 2018 Equity-based compensation expense: ā ā ā ā ā ā ā ā ā Costs applicable to revenue ā $ 903 ā $ 847 ā $ 820 Selling, general, and administrative ā ā 19,758 ā ā 12,298 ā ā 13,268 Total equity-based compensation expense ā $ 20,661 ā $ 13,145 ā $ 14,088 Total income tax benefit recognized related to equity-based compensation ā $ 2,176 ā $ 1,275 ā $ 1,350 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 or from shares held in treasury. 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. 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, 2020, 2019, or 2018. A summary of stock option activity for the year ended December 31, 2020 is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā 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, 2019 ā ā 745 ā $ 21.86 ā ā ā ā ā ā Exercised ā ā (213) ā $ 21.73 ā ā ā ā ā ā Forfeited ā ā (62) ā $ 22.00 ā ā ā ā ā ā Outstanding at December 31, 2020 ā ā 470 ā $ 21.90 ā $ 1,950 ā ā 5.7 Options exercisable at December 31, 2020 ā ā 470 ā $ 21.90 ā $ 1,950 ā ā 5.7 ā At December 31, 2020, all stock options were fully vested. There were no exercises of stock options during the year ended December 31, 2019. The intrinsic value of stock options exercised was $2.3 million and $0.1 million for the years ended December 31, 2020 and 2018, respectively. The actual tax benefit for the tax deductions from the exercise of stock options was $0.3 million and not significant for the years ended December 31, 2020 and 2018, respectively. A summary of restricted stock unit activity for the year ended December 31, 2020 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, 2019 ā ā 1,806 ā $ 19.68 Granted ā ā 2,520 ā $ 32.54 Vested ā ā (661) ā $ 20.83 Forfeited ā ā (273) ā $ 24.40 Outstanding at December 31, 2020 ā ā 3,392 ā $ 28.87 ā The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2020, 2019 and 2018 was $32.54 , $11.17 , and $25.73 , respectively. At December 31, 2020, the intrinsic value of unvested restricted stock units was $88.4 million. At December 31, 2020, total unrecognized compensation cost related to unvested restricted stock units was $87.5 million and is expected to be recognized over a weighted-average period of 3.9 years. The fair value of restricted stock units that vested during the years ended December 31, 2020, 2019, and 2018 was $16.7 million, $11.8 million, and $5.6 million, respectively. The actual tax benefit for the tax deductions from the vesting of restricted stock units was $2.1 million, $0.7 million, and $0.7 million for the years ended December 31, 2020, 2019, and 2018, 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. In June 2020, the Company entered into a consulting agreement with Melvin Flanigan that became effective after his resignation as the Companyās Chief Financial Officer and Secretary on June 30, 2020. Prior to Mr. Flaniganās resignation from his employment with the Company, he was previously granted awards of (a) 62,500 restricted stock units (āRSUā) on January 21, 2019 (the āFirst Awardā), and (b) 60,000 RSUs on November 12, 2019 (the āSecond Awardā) pursuant to the Companyās 2016 Incentive Award Plan. The consulting agreement provided, among other things, that (i) the remaining unvested 41,667 RSUs held by Mr. Flanigan pursuant to the First Award would vest on January 1, 2021, provided that the consulting agreement had not been terminated prior to December 31, 2020, and (ii) 20,000 unvested RSUs held by Mr. Flanigan pursuant to the Second Award that were scheduled to vest on November 15, 2020 would vest on such date, provided that the Consulting Agreement had not been terminated prior to such date. This modification resulted in an incremental equity-based compensation charge of $1.3 million relating to the modified RSUs, which was recorded between June 2020 and December 31, 2020. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
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) 2020 2019 2018 ā Numerator: ā ā ā ā ā ā ā ā ā ā Net income (loss) ā $ 344,215 ā $ (120,301) ā $ 65,581 ā Less: net (income) loss attributable to non-controlling interests ā ā (221,870) ā ā 59,710 ā ā (55,183) ā Net income (loss) attributable to Camping World Holdings, Inc. ā ā ā 122,345 ā ā (60,591) ā ā 10,398 ā Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs ā ā 1,304 ā ā (71) 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 ā ā ā 14,240 ā Net income (loss) attributable to Camping World Holdings, Inc. ā ā $ 123,649 ā $ (60,662) ā $ 24,638 ā Denominator: ā ā ā ā ā ā ā ā ā ā Weighted-average shares of Class A common stock outstanding ā basic and diluted ā ā 39,383 ā ā 37,310 ā ā 36,985 ā Dilutive options to purchase Class A common stock ā ā 79 ā ā ā ā ā 78 ā Dilutive restricted stock units ā ā 547 ā ā 40 ā ā 83 ā Dilutive common units of CWGS, LLC that are convertible into Class A common stock ā ā ā ā ā ā ā ā 51,732 ā Weighted-average shares of Class A common stock outstanding ā diluted ā ā 40,009 ā ā 37,350 ā ā 88,878 ā ā ā ā ā ā ā ā ā ā ā ā Earnings (loss) per share of Class A common stock ā basic ā $ 3.11 ā $ (1.62) ā $ 0.28 ā Earnings (loss) per share of Class A common stock ā diluted ā $ 3.09 ā $ (1.62) ā $ 0.28 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 361 ā ā 795 ā ā 681 ā Restricted stock units ā ā 1,349 ā ā 1,179 ā ā 1,037 ā Common units of CWGS, LLC that are convertible into Class A common stock ā ā 49,916 ā ā 51,670 ā ā ā 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, 2020 | |
Segment Information | |
Segments Information | 22. Segment Information The Company has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail (see Note 1 ā Summary of Significant Accounting Policies ā Description of the Business for a discussion of the primary revenue generating activities of each segment). 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 Year Ended December 31, 2020 ā Good Sam ā RV and 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 Good Sam services and plans $ 182,758 ā $ ā ā $ (1,781) ā $ 180,977 New vehicles ā ā ā ā 2,829,296 ā ā (5,985) ā ā 2,823,311 Used vehicles ā ā ā ā 987,389 ā ā (2,536) ā ā 984,853 Products, service and other ā ā ā ā 950,247 ā ā (1,357) ā ā 948,890 Finance and insurance, net ā ā ā ā 474,196 ā ā (9,935) ā ā 464,261 Good Sam Club ā ā ā ā 44,299 ā ā ā ā ā 44,299 Total consolidated revenue $ 182,758 ā $ 5,285,427 ā $ (21,594) ā $ 5,446,591 ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2019 ā Good Sam ā RV and 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 Good Sam services and plans $ 181,526 ā $ ā ā $ (1,988) ā $ 179,538 New vehicles ā ā ā ā 2,375,477 ā ā (5,156) ā ā 2,370,321 Used vehicles ā ā ā ā 860,032 ā ā (2,404) ā ā 857,628 Products, service and other ā ā ā ā 1,036,439 ā ā (1,862) ā ā 1,034,577 Finance and insurance, net ā ā ā ā 411,035 ā ā (9,733) ā ā 401,302 Good Sam Club ā ā ā ā 48,653 ā ā ā ā ā 48,653 Total consolidated revenue $ 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 Year Ended December 31, 2018 ā Good Sam ā RV and 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 Good Sam services and plans $ 174,641 ā $ ā ā $ (1,981) ā $ 172,660 New vehicles ā ā ā ā 2,517,978 ā ā (5,124) ā ā 2,512,854 Used vehicles ā ā ā ā 734,108 ā ā (2,091) ā ā 732,017 Products, service and other ā ā ā ā 951,814 ā ā (2,431) ā ā 949,383 Finance and insurance, net ā ā ā ā 394,214 ā ā (10,503) ā ā 383,711 Good Sam Club ā ā ā ā 41,392 ā ā ā ā ā 41,392 Total consolidated revenue $ 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 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ($ in thousands) 2020 2019 2018 Segment income (loss): (1) ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 88,288 ā $ 83,635 ā $ 81,138 RV and Outdoor Retail ā ā 429,950 ā ā (42,609) ā ā 138,085 Total segment income ā ā 518,238 ā ā 41,026 ā ā 219,223 Corporate & other ā ā (9,751) ā ā (12,455) ā ā (6,821) Depreciation and amortization ā ā (51,981) ā ā (59,932) ā ā (49,322) Other interest expense, net ā ā (54,689) ā ā (69,363) ā ā (63,329) Tax Receivable Agreement liability adjustment ā ā 141 ā ā 10,005 ā ā (1,324) Loss and expense on debt restructure ā ā ā ā ā ā ā ā (2,056) Income (loss) before income taxes ā $ 401,958 ā $ (90,719) ā $ 96,371 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) 2020 2019 2018 Depreciation and amortization: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 3,474 ā $ 4,304 ā $ 3,328 ā RV and Outdoor Retail ā ā 48,507 ā ā 55,628 ā ā 45,406 ā Subtotal ā ā 51,981 ā ā 59,932 ā ā 48,734 ā Corporate & other ā ā ā ā ā ā ā ā 588 ā Total depreciation and amortization ā $ 51,981 ā $ 59,932 ā $ 49,322 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2020 2019 2018 Other interest expense, net: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 5 ā $ (1) ā $ 4 ā RV and Outdoor Retail ā ā 8,081 ā ā 8,941 ā ā 8,073 ā Subtotal ā ā 8,086 ā ā 8,940 ā ā 8,077 ā Corporate & other ā ā 46,603 ā ā 60,423 ā ā 55,252 ā Total other interest expense, net ā $ 54,689 ā $ 69,363 ā $ 63,329 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 As of December 31, ā ($ in thousands) 2020 2019 2018 Assets: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 140,825 ā $ 138,360 ā $ 146,012 ā RV and Outdoor Retail ā ā 2,881,637 ā ā 3,047,652 ā ā 2,467,519 ā Subtotal ā ā 3,022,462 ā ā 3,186,012 ā ā 2,613,531 ā Corporate & other ā ā 233,969 ā ā 190,228 ā ā 193,156 ā Total assets ā $ 3,256,431 ā $ 3,376,240 ā $ 2,806,687 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) 2020 2019 2018 Capital expenditures: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 2,553 ā $ 2,952 ā $ 2,477 ā RV and Outdoor Retail ā ā 82,243 ā ā 85,405 ā ā 251,882 ā Subtotal ā ā 84,796 ā ā 88,357 ā ā 254,359 ā Corporate and other ā ā 127 ā ā (1) ā ā ā ā Total capital expenditures ā $ 84,923 ā $ 88,356 ā $ 254,359 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, 2020 | |
Quarterly Financial Information (Unaudited) | |
Quarterly Financial Information (Unaudited) | 23. Quarterly Financial Information (Unaudited) The three months ended December 31, 2020, June 30, 2020 and March 31, 2020 reflect long-lived asset impairments of $6.6 million, $4.4 million, and $1.4 million, respectively, and the three months ended December 31, 2020, September 30, 2020, June 30, 2020 and March 31, 2020 reflect restructuring charges of $6.3 million, $4.6 million, $3.7 million and $3.0 million, respectively, relating to the 2019 Strategic Shift as described in Note 5 ā Restructuring and Long-lived Asset Impairment. 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 $27.7 million, respectively, relating to the 2019 Strategic Shift as described in Note 5 ā Restructuring and Long-lived Asset Impairment. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā ā December 31, ā September 30, ā June 30, ā March 31, ā December 31, ā September 30, ā June 30, ā March 31, ($ in thousands) 2020 2020 2020 2020 2019 2019 2019 2019 Revenue ā $ 1,133,820 ā $ 1,678,753 ā $ 1,606,745 ā $ 1,027,273 ā $ 964,931 ā $ 1,387,972 ā $ 1,474,347 ā $ 1,064,769 Income (loss) from operations ā ā 66,497 ā ā 193,093 ā ā 203,340 ā ā 13,265 ā ā (66,132) ā ā (32,307) ā ā 90,304 ā ā 16,882 Net income (loss) ā ā 40,338 ā ā 154,784 ā ā 163,222 ā ā (14,129) ā ā (80,854) ā ā (65,263) ā ā 52,623 ā ā (26,807) Net income (loss) attributable to Camping World Holdings, Inc. ā ā 14,378 ā ā 58,050 ā ā 58,077 ā ā (8,160) ā ā (28,521) ā ā (30,692) ā ā 18,017 ā ā (19,395) 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 $ 0.34 ā ā 1.46 ā ā 1.54 ā ā (0.22) ā $ (0.76) ā ā (0.82) ā ā 0.48 ā ā (0.52) Diluted ā $ 0.34 ā ā 1.44 ā ā 1.54 ā ā (0.22) ā $ (0.89) ā ā (0.82) ā ā 0.46 ā ā (0.52) ā |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Assets ā ā ā ā ā ā Current assets: ā ā ā ā ā ā Cash and cash equivalents ā $ 37,355 ā $ 44,991 Prepaid income taxes and other ā ā 4,073 ā ā 1,388 Total current assets ā ā 41,428 ā ā 46,379 ā ā ā ā ā ā ā Deferred tax asset ā ā 163,759 ā ā 127,689 Investment in subsidiaries ā ā (32,479) ā ā (91,879) Total assets ā $ 172,708 ā $ 82,189 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 $ 8,089 ā $ 6,563 Total current liabilities ā ā 8,089 ā ā 6,563 ā ā ā ā ā ā ā Liabilities under Tax Receivable Agreement, net of current portion ā ā 137,845 ā ā 108,228 Total liabilities ā ā 145,934 ā ā 114,791 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 (deficit): 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, 2020 and December 31, 2019 ā ā ā ā ā ā Class A common stock, par value $0.01 per share ā 250,000,000 shares authorized; 43,083,008 issued and 42,226,389 outstanding as of December 31, 2020 and 37,701,584 issued and 37,488,989 outstanding as of December 31, 2019 ā ā 428 ā ā 375 Class B common stock, par value $0.0001 per share ā 75,000,000 shares authorized; 69,066,445 issued as of December 31, 2020 and December 31, 2019; and 45,999,132 and 50,706,629 outstanding as of December 31, 2020 and December 31, 2019 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, 2020 and December 31, 2019 ā ā ā ā ā ā Additional paid-in capital ā ā 63,342 ā ā 50,152 Treasury stock, at cost; 572,447 and 0 shares as of December 31, 2020 and December 31, 2019 ā ā (15,187) ā ā ā Retained deficit ā ā (21,814) ā ā (83,134) Total stockholders' equity (deficit) ā ā 26,774 ā ā (32,602) Total liabilities and stockholders' equity ā $ 172,708 ā $ 82,189 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 2020 2019 2018 Revenue: ā ā ā ā ā ā ā ā ā Intercompany revenue ā $ 9,660 ā $ 11,642 ā $ 7,066 Total revenue ā ā 9,660 ā ā 11,642 ā ā 7,066 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 9,660 ā ā 11,642 ā ā 7,066 Total operating expenses ā ā 9,660 ā ā 11,642 ā ā 7,066 ā ā ā ā ā ā ā ā ā ā Loss from operations ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Other interest expense, net ā ā 103 ā ā ā ā ā (15) Tax Receivable Agreement liability adjustment ā ā 141 ā ā 10,005 ā ā (1,324) Equity in net income (loss) of subsidiaries ā ā 173,618 ā ā (43,317) ā ā 39,266 ā ā ā ā ā ā ā ā ā ā Income (loss) before income taxes ā ā 173,862 ā ā (33,312) ā ā 37,927 Income tax expense ā ā (51,517) ā ā (27,279) ā ā (27,529) Net income (loss) ā $ 122,345 ā $ (60,591) ā $ 10,398 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 2020 2019 2018 Operating activities ā ā ā ā ā ā ā ā ā Net income (loss) ā $ 122,345 ā $ (60,591) ā $ 10,398 ā ā ā ā ā ā ā ā ā ā Adjustments to reconcile net income (loss) 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 (173,618) ā ā 43,317 ā ā (39,266) Deferred tax expense ā ā 6,534 ā ā 14,981 ā ā 10,908 Tax Receivable Agreement liability adjustment ā ā (141) ā ā (10,005) ā ā 1,324 Change in assets and liabilities, net of acquisitions: ā ā ā ā ā ā ā ā ā Intercompany receivables ā ā ā ā ā 2,518 ā ā (2,518) Prepaid income taxes and other assets ā ā (2,685) ā ā 7,671 ā ā 1,464 Accounts payable and other accrued liabilities ā ā ā ā ā ā ā ā (44) Payment pursuant to Tax Receivable Agreement ā ā (6,563) ā ā (9,425) ā ā (8,914) Net cash used in operating activities ā ā (54,128) ā ā (11,534) ā ā (26,648) 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 (4,635) ā ā ā ā ā (271) Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases ā ā 21,522 ā ā ā ā ā ā Distributions received from CWGS, LLC ā ā 107,517 ā ā 47,866 ā ā 65,940 Net cash provided by investing activities ā ā 124,404 ā ā 47,866 ā ā 65,669 ā ā ā ā ā ā ā ā ā ā Financing activities ā ā ā ā ā ā ā ā ā Dividends paid to Class A common stockholders ā ā (61,025) ā ā (22,878) ā ā (22,697) Proceeds from exercise of stock options ā ā 4,635 ā ā ā ā ā 153 Repurchases of Class A common stock to treasury ā ā (21,522) ā ā ā ā ā ā Disgorgement of short-swing profits by Section 16 officer ā ā ā ā ā ā ā ā 557 Net cash used in financing activities ā ā (77,912) ā ā (22,878) ā ā (21,987) ā ā ā ā ā ā ā ā ā ā (Decrease) increase in cash and cash equivalents ā ā (7,636) ā ā 13,454 ā ā 17,034 Cash and cash equivalents at beginning of year ā ā 44,991 ā ā 31,537 ā ā 14,503 Cash and cash equivalents at end of the year ā $ 37,355 ā $ 44,991 ā $ 31,537 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, 2020 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, 2020, 2019, and 2018, 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, 2020 and 2019. 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 $145.9 million and $114.8 million as of December 31, 2020 and 2019, 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, 2020 and 2019, liabilities under the tax receivable agreement totaled $145.9 million and $114.8 million, respectively. See Note 13 to the consolidated financial statements for information regarding pending and threatened litigation. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation. 4. Stock Repurchase Program During the year ended December 31, 2020, the Parent Company repurchased 811,223 shares of Class A common stock under this program for approximately $21.5 million, including commissions paid, at a weighted average price per share of $26.53, which is recorded as treasury stock on the Parent Companyās balance sheet. This $21.5 million was concurrently funded by CWGS, LLC in exchange for the return of 811,223 common units in CWGS, LLC, which reduced the Parent Companyās ownership interest in CWGS, LLC. Class A common stock held as treasury stock is not considered outstanding. During the year ended December 31, 2020, the Parent Company reissued 238,776 shares of Class A common stock from treasury stock to settle the exercises of stock options and vesting of restricted stock units. See Note 18 to the consolidated financial statements for a further discussion of the stock repurchase program. 5. Statements of Cash Flows Supplemental disclosures of cash flow information 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 2020 2019 2018 Cash paid during the period for: ā ā ā ā ā ā ā ā ā Interest ā $ ā ā $ ā ā $ 15 Income taxes ā ā 47,668 ā ā 4,235 ā ā 14,421 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 48 ā ā ā ā ā 3 Par value of Class A common stock issued for vested restricted stock units ā ā 3 ā ā 4 ā ā 3 Par value of Class A common stock repurchased for withholding taxes on vested RSUs ā ā ā ā ā (1) ā ā (1) ā |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 ā $ 3,717 ā ā 1,068 ā $ (142) ā $ (1,250) ā $ 3,393 Year ended December 31, 2019 ā ā 4,729 ā ā (20) ā $ 278 ā $ (1,270) ā 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 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, 2020 ā $ 2,753 ā $ ā ā $ ā ā $ (2,753) ā $ ā Year ended December 31, 2019 ā ā ā ā ā 2,753 ā ā ā 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 (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) 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, 2020 ā $ 266,452 ā $ 19,058 ā $ ā ā $ 10,436 ā $ 295,946 Year ended December 31, 2019 ā ā 180,983 ā ā 85,903 ā ā (434) ā ā 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 (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, 2020 | |
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, 2020, 2019, and 2018, CWH owned 47.4%, 42.0% and 41.9%, 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. |
COVID-19 | COVID-19 A novel strain of coronavirus was declared a pandemic by the World Health Organization in March 2020. To date, COVID-19 has surfaced in nearly all regions of the world and resulted in travel restrictions and business slowdowns or shutdowns in affected areas. Many affected areas have begun the process of easing restrictions and reopening certain businesses often under new operating guidelines, although new waves of infection may lead to an increase in such restrictions or closures. In conjunction with the stay-at-home and shelter-in-place restrictions enacted in many areas, the Company saw significant sequential declines in its overall customer traffic levels and its overall revenues from the mid-March to mid-to-late April 2020 timeframe. In the latter part of April, the Company began to see a significant improvement in its online web traffic levels and number of electronic leads, and in early May, the Company began to see improvements in its overall revenue levels. As the stay-at-home restrictions began to ease across certain areas of the country, the Company experienced significant acceleration in its in-store and online traffic, lead generation, and revenue trends in May continuing throughout the remainder of 2020 and early indications appear to show favorable trends continuing into 2021. In order to offset the initially expected adverse impact of COVID-19 and better align expenses with reduced sales in the middle of March 2020 and early April 2020, the Company temporarily reduced salaries and hours throughout the business, including for its executive officers, and implemented headcount and other cost reductions. Most of these temporary salary reductions ended in May 2020 as the adverse impacts of the pandemic began to decline and the Company increased hours for certain employees and reinstated many positions from the initial headcount reductions as the demand for the Companyās products increased. The Company also negotiated lease payment deferrals with numerous landlords amounting to approximately $14.0 million from 2020 into 2021. As demand for all products accelerated and the Companyās cash position improved, the Company repaid these rent deferrals in full prior to June 30, 2020. The Company has also taken steps to add new private label lines, expand its relationships with smaller recreational vehicle (āRVā) manufacturers, and acquire used inventory from distressed sellers to help manage risks in its supply chain. Throughout the pandemic, the majority of the Companyās retail locations have continued to operate as essential businesses and the Company has continued to operate its e-commerce business. As a consequence of COVID-19, the Company had held fewer consumer shows and events during 2020 than in 2019. Since March 2020, the Company has implemented preparedness plans to keep its employees and customers safe, which include social distancing, providing employees with face coverings and/or other protective clothing as required, implementing additional cleaning and sanitization routines, and work-from-home directives for a significant portion of the Companyās workforce. |
Description of the Business | Description of the Business Camping World Holdings, Inc., together with its subsidiaries, is Americaās largest retailer of RVs and related products and services. As noted above, CWGS, LLC is a holding company and operates through its subsidiaries. The Company has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing assistance; consumer shows and events; and consumer publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; commissions on the finance and insurance contracts related to the sale of RVs; the sale of RV services and maintenance work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture, and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World and Gander RV & Outdoors brands, and markets its products and services primarily to RV and outdoor enthusiasts. In 2019, the Company made a strategic decision to refocus its business around its core RV competencies, and on September 3, 2019, the board of directors approved a strategic plan to shift the business away from locations that did not have the ability or where it was not feasible to sell and/or service RVs (the ā2019 Strategic Shiftā) (see Note 5 ā Restructuring and Long-lived Asset Impairment). This resulted in the sale, closure or divestiture of 34 non-RV retail stores and the liquidation of approximately $108 million of non-RV related inventory in 2019. The table below summarizes the Companyās retail store openings, closings, divestitures, conversions and number of locations from December 31, 2019 to December 31, 2020: ā ā ā ā ā ā ā ā ā ā ā RV RV Service & Other ā ā ā Dealerships Retail Centers Retail Stores Total Number of store locations as of December 31, 2019 ā 154 ā 11 ā 10 ā 175 Opened ā 9 ā ā ā ā ā 9 Closed / divested ā (3) ā ā ā (8) ā (11) Temporarily closed (1) ā (2) ā ā ā ā ā (2) Converted ā 2 ā (1) ā (1) ā ā Number of store locations as of December 31, 2020 ā 160 ā 10 ā 1 ā 171 (1) These locations are temporarily closed in response to the COVID-19 pandemic. |
Use of Estimates | Use of Estimates The preparation of these 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, including those uncertainties arising from COVID-19, 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, Accounts Receivable and Current Expected Credit Losses 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. Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts, which includes a reserve for expected credit losses. Accounts receivable balances due in excess of one year was $8.2 million at December 31, 2020 and $8.6 million at December 31, 2019, which are included in other assets in the consolidated balance sheets. The allowance for doubtful accounts is based on managementās assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for doubtful accounts was required at December 31, 2020. No allowance for doubtful accounts related to contracts in transit was required at December 31, 2019. Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances of approximately $3.4 million as of December 31, 2020 and $3.5 million as of December 31, 2019 for uncollectible accounts were required. The following table details the changes in the allowance for doubtful accounts (in thousands): ā ā ā ā ā ā ā ā ā Year Ended ā ā December 31, ā December 31, ā 2020 2019 Allowance for doubtful accounts: ā ā ā ā ā ā Balance, beginning of period ā $ 3,537 ā $ 4,481 Charged to bad debt expense ā ā 1,068 ā ā (20) Deductions (1) ā ā (1,212) ā ā (924) Balance, end of period ā $ 3,393 ā $ 3,537 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. |
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, 2020 and 2019 was approximately $188.1 million and $149.9 million, respectively. The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion. |
Inventories, net | Inventories, net 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 primarily consists of the direct cost of the merchandise including freight. A portion of the products, parts, accessories and other inventory includes capitalized labor relating to assembly. |
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 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 are included in property and equipment, which also includes capitalized software costs to be held and used. For the Companyās major software systems, such as its accounting and membership systems, its 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. The Companyās long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Companyās long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset groupās estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset groupās respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions. |
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 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. In the case of insurance and service contracts, the stated period typically extends from one to five years with the refundable commission balance declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging the Companyās historical experience from the past eight years , adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $58.9 million and $48.3 million as of December 31, 2020 and December 31, 2019, respectively. The remaining RV and Outdoor retail revenue consists of sales of products, service and other products, including RV accessories and supplies, RV furniture, 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. 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 Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2020, 2019 and 2018 were $96.3 million, $117.8 million and $112.4 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, 2020, 2019, and 2018, $8.2 million, $6.2 million, and $4.9 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 for additional information. |
Recently Adopted and Issued Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the āFASBā) issued Accounting Standards Update (āASUā) 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. In April 2019, the FASB issued ASU 2019-04, Codification Improvements, which provides guidance on accounting for credit losses on accrued interest receivable balances and guidance on including recoveries when estimating the allowance. In May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief, which allows entities with an option to elect fair value for certain instruments upon adoption of Topic 326. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2016-13 on January 1, 2020 and the adoption did not materially impact its condensed 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, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2018-15 on January 1, 2020 using the prospective transition approach and the adoption did not materially impact its condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (āASU 2020-04ā). This standard, effective for reporting periods through December 31, 2022, provides accounting relief for contract modifications that replace an interest rate impacted by reference rate reform (e.g., London Interbank Offered Rate (āLIBORā)) with a new alternative reference rate. The guidance is applicable to investment securities, receivables, loans, debt, leases, derivatives and hedge accounting elections and other contractual arrangements. The Company adopted ASU 2020-04 as of January 1, 2020 and the adoption did not materially impact its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 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 does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of store locations | ā ā ā ā ā ā ā ā ā ā ā RV RV Service & Other ā ā ā Dealerships Retail Centers Retail Stores Total Number of store locations as of December 31, 2019 ā 154 ā 11 ā 10 ā 175 Opened ā 9 ā ā ā ā ā 9 Closed / divested ā (3) ā ā ā (8) ā (11) Temporarily closed (1) ā (2) ā ā ā ā ā (2) Converted ā 2 ā (1) ā (1) ā ā Number of store locations as of December 31, 2020 ā 160 ā 10 ā 1 ā 171 (1) These locations are temporarily closed in response to the COVID-19 pandemic. |
Schedule of allowance for doubtful accounts | The following table details the changes in the allowance for doubtful accounts (in thousands): ā ā ā ā ā ā ā ā ā Year Ended ā ā December 31, ā December 31, ā 2020 2019 Allowance for doubtful accounts: ā ā ā ā ā ā Balance, beginning of period ā $ 3,537 ā $ 4,481 Charged to bad debt expense ā ā 1,068 ā ā (20) Deductions (1) ā ā (1,212) ā ā (924) Balance, end of period ā $ 3,393 ā $ 3,537 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. |
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, 2020 | |
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, 2020 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, 2020 2021 $ 88,213 2022 ā ā 29,472 2023 ā ā 15,797 2024 ā ā 7,707 2025 ā ā 4,083 Thereafter ā ā 4,460 Total ā $ 149,732 ā ā ā ā |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables | |
Summary of receivables | Receivables consisted of the following at December 31, (in thousands): ā ā ā ā ā ā ā ā ā 2020 2019 ā Good Sam Services and Plans ā $ 11,837 ā $ 20,195 ā RV and Outdoor Retail ā ā ā ā ā ā ā New and used vehicles ā ā 6,836 ā ā 2,295 ā Parts, service and other ā ā 26,437 ā ā 23,199 ā Trade accounts receivable ā ā 16,289 ā ā 15,715 ā Due from manufacturers ā ā 17,778 ā ā 17,642 ā Other ā ā 7,611 ā ā 5,782 ā Corporate ā ā 27 ā ā 556 ā ā ā ā 86,815 ā ā 85,384 ā Allowance for doubtful accounts ā ā (3,393) ā ā (3,537) ā ā ā $ 83,422 ā $ 81,847 ā |
Inventories, net and Notes Pa_2
Inventories, net and Notes Payable - Floor Plan, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Good Sam services and plans ā $ 109 ā $ 590 New RVs ā ā 691,114 ā ā 966,134 Used RVs ā ā 178,336 ā ā 165,927 Products, parts, accessories and other ā ā 266,786 ā ā 225,888 ā ā $ 1,136,345 ā $ 1,358,539 |
Schedule of outstanding amounts and available borrowing | The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2020 and December 31, 2019 (in thousands): ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2020 2019 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 $ 1,379,750 Less: borrowings, net ā ā (522,455) ā ā (848,027) Less: flooring line aggregate interest reduction account ā ā (133,639) ā ā (87,016) Additional borrowing capacity ā ā 723,656 ā ā 444,707 Less: accounts payable for sold inventory ā ā (28,980) ā ā (27,892) Less: purchase commitments ā ā (39,121) ā ā (8,006) Unencumbered borrowing capacity ā $ 655,555 ā $ 408,809 ā ā ā ā ā ā ā Revolving line of credit ā $ 48,000 ā $ 60,000 Less: borrowings ā ā (20,885) ā ā (40,885) Additional borrowing capacity ā $ 27,115 ā $ 19,115 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 (11,732) ā ā (11,175) Additional letters of credit capacity ā $ 3,268 ā $ 3,825 ā ā ā ā ā ā ā |
Restructuring and Long-lived _2
Restructuring and Long-lived Asset Impairment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 ā Year Ended ā December 31, 2020 December 31, 2019 Restructuring costs: ā ā ā ā ā One-time termination benefits (1) $ 231 ā $ 1,008 Lease termination costs (2) ā 4,432 ā ā 55 Incremental inventory reserve charges (3) ā 543 ā ā 41,894 Other associated costs (4) ā 16,835 ā ā 4,321 Total restructuring costs $ 22,041 ā $ 47,278 (1) These costs incurred in 2020 were primarily included in costs applicable to revenues ā products, service and other in the consolidated statements of operations. These costs incurred in 2019 were primarily 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. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities. (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 years ended December 31, 2020 and 2019, costs of approximately $0.4 million and $0.6 million, respectively, were included in costs applicable to revenue ā products, service and other, and $16.4 million and $3.7 million, respectively, 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) Balance at December 31, 2019 ā ā 722 ā ā ā ā ā 285 ā ā 1,007 Charged to expense ā ā 231 ā ā 10,532 ā ā 16,835 ā ā 27,598 Paid or otherwise settled ā ā (953) ā ā (10,532) ā ā (16,346) ā ā (27,831) Balance at December 31, 2020 ā $ ā ā $ ā ā $ 774 ā $ 774 ā ā ā ā ā ā ā ā ā ā ā ā ā (1) Lease termination costs excludes the $1.3 million and the $6.1 million of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the six months ended December 31, 2019 and for the year ended December 31, 2020, respectively. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 ā 2019 ā Land ā $ 47,780 ā $ 36,069 ā Buildings and improvements ā ā 99,739 ā ā 64,860 ā Leasehold improvements (1) ā ā 210,396 ā ā 174,417 ā Furniture and equipment ā ā 180,191 ā ā 181,539 ā Software ā ā 73,256 ā ā 67,086 ā Software systems development and construction in progress ā ā 11,560 ā ā 8,632 ā ā ā ā 622,922 ā ā 532,603 ā Less: accumulated depreciation and amortization ā ā (255,024) ā ā (218,229) ā Property and equipment, net ā $ 367,898 ā $ 314,374 ā |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 (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, 2019 (excluding impairment charges) ā $ 97,204 ā $ 503,750 ā $ 600,954 Accumulated impairment charges ā ā (46,884) ā ā (194,953) ā ā (241,837) Balance as of January 1, 2019 ā ā 50,320 ā ā 308,797 ā 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 ā 23,829 ā ā 363,112 ā ā 386,941 Acquisitions (1)(3) ā ā ā ā ā 26,182 ā ā 26,182 Balance as of December 31, 2020 ā $ 23,829 ā $ 389,294 ā $ 413,123 ā ā ā ā ā ā ā ā ā ā (1) Represents measurement period adjustments relating to prior period acquisitions (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. (3) Represents current period acquisitions (see Note 15 ā Acquisitions). 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, 2020 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 $ (8,568) ā $ 572 RV and Outdoor Retail: ā ā ā ā ā ā ā ā ā Customer lists and domain names ā ā 3,476 ā ā (1,930) ā ā 1,546 Supplier lists ā ā 1,696 ā ā (85) ā ā 1,611 Trademarks and trade names ā ā 29,564 ā ā (6,681) ā ā 22,883 Websites ā ā 6,140 ā ā (2,630) ā ā 3,510 ā ā $ 50,016 ā $ (19,894) ā $ 30,122 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 |
Schedule of amortization of finite lived intangibles assets | The aggregate future five-year amortization of finite-lived intangibles at December 31, 2020, was as follows (in thousands): ā ā ā ā ā ā 2021 $ 3,686 ā 2022 ā ā 3,491 ā 2023 ā ā 3,184 ā 2024 ā ā 3,143 ā 2025 ā ā 2,908 ā Thereafter ā ā 13,710 ā ā ā $ 30,122 ā |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Compensation and benefits (1) ā $ 43,787 ā $ 31,743 Other accruals ā ā 93,901 ā ā 98,573 ā ā $ 137,688 ā $ 130,316 ā ā ā ā ā ā ā |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Term Loan Facility (1) ā $ 1,130,356 ā $ 1,148,115 Finance Lease Liabilities (2) ā ā 29,982 ā ā ā Real Estate Facility (3) ā ā 4,493 ā ā 19,521 Subtotal ā ā 1,164,831 ā ā 1,167,636 Less: current portion ā ā (14,414) ā ā (14,085) Total ā $ 1,150,417 ā $ 1,153,551 ā ā ā ā ā ā ā (1) Net of $3.2 million and $4.3 million of original issue discount at December 31, 2020 and 2019, respectively, and $7.9 million and $ 10.7 million of finance costs at December 31, 2020 and 2019, respectively. (2) Consists of three real estate parcels with long-term leases and IT equipment contracts, which contain lease components that extend through the majority of the useful life of the asset. Certain IT equipment contracts also contain purchase options at the end of the term, which are likely to be exercised (see Note 10 ā Lease Obligations). (3) Net of $0.2 million of finance costs at December 31, 2019. Finance costs at December 31, 2020 were not significant. |
Schedule of Aggregate Maturities of Long-term Debt | The aggregate future maturities of long-term debt at December 31, 2020, were as follows (in thousands): ā ā ā ā ā Long-term debt instruments ā ā 2021 $ 12,174 ā 2022 ā ā 12,176 ā 2023 ā ā 1,121,697 ā Subtotal ā ā 1,146,047 ā Finance Leases (1) ā ā 29,982 ā Total ā $ 1,176,029 ā ā ā ā ā ā (1) Current portion of finance leases was $2.2 million at December 31, 2020. See Note 10 - Lease Obligation. |
Schedule of outstanding amounts and available borrowings under the Senior Secured Credit Facilities | As of December 31, 2020, the average interest rate on the Term Loan Facility was 3.50%. 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 2020 2019 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 (53,459) ā ā (31,898) Less: unamortized original issue discount ā ā (3,241) ā ā (4,320) Less: finance costs ā ā (7,944) ā ā (10,667) ā ā ā 1,130,356 ā ā 1,148,115 Less: current portion ā ā (11,891) ā ā (11,991) Long-term debt, net of current portion ā $ 1,118,465 ā $ 1,136,124 Revolving Credit Facility: ā ā ā ā ā ā Total commitment ā $ 35,000 ā $ 35,000 Less: outstanding letters of credit ā ā (5,930) ā ā (4,112) Less: availability reduction due to Total Leverage Ratio ā ā ā ā ā (21,622) Additional borrowing capacity ā $ 29,070 ā $ 9,266 ā ā ā ā ā ā ā |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Lease Obligations | |
Schedule financial statement line items of lease assets and lease liabilities | The following presents components of lease assets and lease liabilities, and the associated financial statement line items ($ in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, Lease Assets and Liabilities ā Financial Statement Line Items ā 2020 ā 2019 Operating lease assets ā Operating lease assets ā $ 769,487 ā $ 807,537 Finance lease assets ā Property and equipment, net ā ā 29,756 ā ā ā Total lease assets, net ā ā ā $ 799,243 ā $ 807,537 ā ā ā ā ā ā ā ā ā Operating lease liabilities - current ā Current portion of operating lease liabilities ā $ 62,405 ā $ 58,613 Finance lease liabilities - current ā Current portion of long-term debt ā ā 2,240 ā ā ā Operating lease liabilities - non-current ā Operating lease liabilities, net of current portion ā ā 804,555 ā ā 843,312 Finance lease liabilities - non-current ā Long-term debt, net of current portion ā ā 27,742 ā ā ā Total lease liabilities ā ā ā $ 896,942 ā $ 901,925 |
Summary of lease cost | The following presents certain information related to the costs for leases (in thousands): ā ā ā ā ā ā ā Year Ended December 31, ā 2020 2019 Operating lease cost $ 121,238 ā $ 122,431 Finance lease cost: ā ā ā ā ā Amortization of finance lease assets ā 2,701 ā ā ā Interest on finance lease liabilities ā 1,248 ā ā ā Short-term lease cost ā 1,699 ā ā 3,177 Variable lease cost ā 23,385 ā ā 23,763 Sublease income ā (1,876) ā ā (1,380) Net lease costs $ 148,395 ā $ 147,991 |
Schedule of cash flow supplemental information | The following presents supplemental cash flow information related to leases (in thousands): ā ā ā ā ā ā ā Year Ended December 31, ā 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: ā ā ā ā ā Operating cash flows for operating leases $ 121,708 ā $ 122,073 Operating cash flows for finance leases ā 1,061 ā ā ā Financing cash flows for finance leases ā 2,355 ā ā ā Lease assets obtained in exchange for lease liabilities: ā ā ā ā ā New, remeasured, and terminated operating leases $ 25,296 ā $ 98,282 New finance leases ā 31,895 ā ā ā ā |
Schedule of other information related to leases | ā ā ā ā ā ā December 31, 2020 Weighted average remaining lease term: ā ā ā Operating leases ā 12.4 years Financing leases ā 16.0 years Weighted average discount rate: ā ā ā Operating leases ā 7.1 % Financing leases ā 6.0 % |
Schedule of future operating lease obligations | The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities on the balance sheet as of December 31, 2020 (in thousands): ā ā ā ā ā ā ā ā ā Operating Finance ā Leases Leases 2021 $ 120,376 $ 3,977 2022 ā ā 117,783 ā ā 4,011 2023 ā ā 115,532 ā ā 2,777 2024 ā ā 110,853 ā ā 2,494 2025 ā ā 103,471 ā ā 2,376 Thereafter ā ā 765,838 ā ā 33,776 Total lease payments ā ā 1,333,853 ā ā 49,411 Less: Imputed interest ā ā (466,893) ā ā (19,429) Total lease obligations ā ā 866,960 ā ā 29,982 Less: current portion ā ā (62,405) ā ā (2,240) Noncurrent lease obligations ā $ 804,555 ā $ 27,742 |
Schedule of future finance lease obligations | ā ā ā ā ā ā ā ā ā Operating Finance ā Leases Leases 2021 $ 120,376 $ 3,977 2022 ā ā 117,783 ā ā 4,011 2023 ā ā 115,532 ā ā 2,777 2024 ā ā 110,853 ā ā 2,494 2025 ā ā 103,471 ā ā 2,376 Thereafter ā ā 765,838 ā ā 33,776 Total lease payments ā ā 1,333,853 ā ā 49,411 Less: Imputed interest ā ā (466,893) ā ā (19,429) Total lease obligations ā ā 866,960 ā ā 29,982 Less: current portion ā ā (62,405) ā ā (2,240) Noncurrent lease obligations ā $ 804,555 ā $ 27,742 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 2018 Current: ā ā ā ā ā ā ā ā ā Federal ā $ 38,843 ā $ 10,605 ā $ 13,828 State ā ā 12,294 ā ā 4,080 ā ā 5,598 Deferred: ā ā ā ā ā ā ā ā ā Federal ā ā 5,016 ā ā 9,140 ā ā 11,970 State ā ā 1,590 ā ā 5,757 ā ā (606) Income tax expense ā $ 57,743 ā $ 29,582 ā $ 30,790 |
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 2020 2019 2018 Income taxes computed at federal statutory rate (1) ā $ 84,411 ā $ (19,051) ā $ 20,238 State income taxes ā net of federal benefit (1) ā ā 3,741 ā ā (4,728) ā ā 4,313 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 2,965 ā ā 937 ā ā 1,076 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 (53,147) ā ā (22,089) ā ā (41,367) Tax benefit from of transfer assets (3) ā ā ā ā ā (14,170) ā ā ā Increase in valuation allowance due to transfer of assets (3) ā ā ā ā ā 26,350 ā ā ā Increase in valuation allowance ā ā 19,058 ā ā 59,552 ā ā 43,175 Impact of other state tax rate changes ā ā (915) ā ā 1,653 ā ā (2,020) Goodwill impairment ā ā ā ā ā ā ā ā 6,158 Other ā ā 1,630 ā ā 1,128 ā ā (783) Income tax expense ā $ 57,743 ā $ 29,582 ā $ 30,790 ā (1) Federal and state income tax for 2019 and 2018 include the tax effect of $2.5 million of income tax benefit and $0.3 million of income tax expense, respectively, relating to the revaluation in the Tax Receivable Agreement liability. The amount related to 2020 was insignificant. (2) The related income is taxable to the non-controlling 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. |
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 2020 2019 Deferred tax liabilities ā ā ā ā ā ā Accelerated depreciation ā $ (5) ā $ (3) Prepaid expenses ā ā (1,690) ā ā (1,676) Intangible assets ā ā (2,865) ā ā (3,704) Operating lease assets ā ā (67,400) ā ā (71,221) Lease incentives ā ā (63) ā ā (5,226) ā ā ā (72,023) ā ā (81,830) Deferred tax assets ā ā ā ā ā ā Investment impairment ā ā 22,169 ā ā 21,601 Inventory-related ā ā 5,494 ā ā 5,029 Gift cards ā ā 1,788 ā ā 1,385 Deferred revenues ā ā 6,996 ā ā 6,859 Accrual for employee benefits and severance ā ā 2,485 ā ā 1,555 Stock option expense ā ā 469 ā ā (10) Investment in partnership ("Outside Basis Deferred Tax Asset") (1) ā ā 241,805 ā ā 203,663 Tax Receivable Agreement liability ā ā 36,486 ā ā 28,715 Net operating loss carryforward ā ā 124,117 ā ā 114,617 Intangible assets ā ā 1,456 ā ā 2,086 Goodwill ā ā 1,433 ā ā 2,396 Deferred depreciation ā ā 1,283 ā ā 1,002 Operating lease liabilities ā ā 79,639 ā ā 82,785 Other reserves ā ā 8,057 ā ā 6,309 ā ā ā 533,677 ā ā 477,992 Valuation allowance ā ā (295,946) ā ā (266,452) Net deferred tax assets ā $ 165,708 ā $ 129,710 (1) This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 ā December 31, 2019 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility ā Level 2 ā $ 1,130,356 ā $ 1,132,979 ā $ 1,148,115 ā $ 1,104,947 Floor Plan Facility Revolving Line of Credit ā Level 2 ā ā 20,885 ā ā 20,791 ā ā 40,885 ā ā 41,299 Real Estate Facility ā Level 2 ā ā 4,493 ā ā 4,600 ā ā 19,521 ā ā 21,030 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 Year Ended December 31, ($ in thousands) 2020 2019 Tangible assets (liabilities) acquired (assumed): ā ā ā ā ā ā Accounts receivable, net ā $ 3,094 ā $ ā Inventories, net ā ā 17,211 ā ā 19,856 Prepaid expenses and other assets ā ā 643 ā ā 95 Property and equipment, net ā ā 1,077 ā ā 359 Operating lease assets ā ā 1,859 ā ā ā Finance lease asset ā ā 2,373 ā ā ā Accounts payable ā ā (1,628) ā ā (2) ā ā ā ā ā ā ā ā ā Year Ended December 31, ($ in thousands) 2020 2019 Accrued liabilities ā ā (2,839) ā ā (114) Operating lease liabilities ā ā (1,859) ā ā ā Finance lease liabilities ā ā (2,373) ā ā ā Total tangible net assets acquired ā ā 17,558 ā ā 20,194 Intangible assets acquired: ā ā ā ā ā ā Trademarks and trade names ā ā 725 ā ā ā Supplier and customer relationships ā ā 3,107 ā ā ā Total intangible assets acquired ā ā 3,832 ā ā ā Goodwill ā ā 26,182 ā ā 28,224 Purchase price ā ā 47,572 ā ā 48,418 Cash and cash equivalents acquired ā ā ā ā ā ā Cash paid for acquisitions, net of cash acquired ā ā 47,572 ā ā 48,418 Inventory purchases financed via floor plan ā ā (10,350) ā ā (13,854) Cash payment net of floor plan financing ā $ 37,222 ā $ 34,564 ā ā ā ā ā ā ā |
Statement of Cash Flows (Tables
Statement of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Statement of Cash Flows | |
Supplemental disclosures of cash flow information | Supplemental disclosures of cash flow information for the following periods (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 2020 2019 2018 Cash paid during the period for: ā ā ā ā ā ā ā ā ā Interest ā $ 72,458 ā $ 105,776 ā $ 94,591 Income taxes ā ā 52,938 ā ā 5,900 ā ā 17,683 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 ā ā ā (4,628) Leasehold improvements paid by lessor ā ā 37 ā ā 21,749 ā ā 27,022 Vehicles transferred to property and equipment from inventory ā ā 70 ā ā 827 ā ā 919 Derecognition of non-tenant improvements ā ā ā ā ā ā ā ā 8,134 Capital expenditures in accounts payable and accrued liabilities ā ā 3,738 ā ā 3,158 ā ā 8,441 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 48 ā ā ā ā ā 3 Par value of Class A common stock issued for vested restricted stock units ā ā 3 ā ā 4 ā ā 3 Par value of Class A common stock repurchased for withholding taxes on vested RSUs ā ā ā ā ā (1) ā ā (1) |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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) 2020 2019 2018 Net income (loss) attributable to Camping World Holdings, Inc. ā $ 122,345 ā $ (60,591) ā $ 10,398 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 the exercise of stock options ā ā (2,602) ā ā ā ā ā (86) ā (Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units ā ā (6,398) ā ā 736 ā ā 881 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 (1,910) ā ā (1,477) ā ā (1,364) ā Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock ā ā 11,616 ā ā ā ā ā ā ā Increase (decrease) in additional paid-in capital as a result of the redemption of common units of CWGS, LLC ā ā 25,565 ā ā (478) ā ā 4,536 ā Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests ā $ 148,616 ā $ (61,810) ā $ 14,365 ā |
Equity-based Compensation Pla_2
Equity-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 Year Ended December 31, ($ in thousands) 2020 2019 2018 Equity-based compensation expense: ā ā ā ā ā ā ā ā ā Costs applicable to revenue ā $ 903 ā $ 847 ā $ 820 Selling, general, and administrative ā ā 19,758 ā ā 12,298 ā ā 13,268 Total equity-based compensation expense ā $ 20,661 ā $ 13,145 ā $ 14,088 Total income tax benefit recognized related to equity-based compensation ā $ 2,176 ā $ 1,275 ā $ 1,350 |
Summary of stock option activity | ā ā ā ā ā ā ā ā ā ā ā ā ā ā 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, 2019 ā ā 745 ā $ 21.86 ā ā ā ā ā ā Exercised ā ā (213) ā $ 21.73 ā ā ā ā ā ā Forfeited ā ā (62) ā $ 22.00 ā ā ā ā ā ā Outstanding at December 31, 2020 ā ā 470 ā $ 21.90 ā $ 1,950 ā ā 5.7 Options exercisable at December 31, 2020 ā ā 470 ā $ 21.90 ā $ 1,950 ā ā 5.7 |
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, 2019 ā ā 1,806 ā $ 19.68 Granted ā ā 2,520 ā $ 32.54 Vested ā ā (661) ā $ 20.83 Forfeited ā ā (273) ā $ 24.40 Outstanding at December 31, 2020 ā ā 3,392 ā $ 28.87 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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) 2020 2019 2018 ā Numerator: ā ā ā ā ā ā ā ā ā ā Net income (loss) ā $ 344,215 ā $ (120,301) ā $ 65,581 ā Less: net (income) loss attributable to non-controlling interests ā ā (221,870) ā ā 59,710 ā ā (55,183) ā Net income (loss) attributable to Camping World Holdings, Inc. ā ā ā 122,345 ā ā (60,591) ā ā 10,398 ā Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs ā ā 1,304 ā ā (71) 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 ā ā ā 14,240 ā Net income (loss) attributable to Camping World Holdings, Inc. ā ā $ 123,649 ā $ (60,662) ā $ 24,638 ā Denominator: ā ā ā ā ā ā ā ā ā ā Weighted-average shares of Class A common stock outstanding ā basic and diluted ā ā 39,383 ā ā 37,310 ā ā 36,985 ā Dilutive options to purchase Class A common stock ā ā 79 ā ā ā ā ā 78 ā Dilutive restricted stock units ā ā 547 ā ā 40 ā ā 83 ā Dilutive common units of CWGS, LLC that are convertible into Class A common stock ā ā ā ā ā ā ā ā 51,732 ā Weighted-average shares of Class A common stock outstanding ā diluted ā ā 40,009 ā ā 37,350 ā ā 88,878 ā ā ā ā ā ā ā ā ā ā ā ā Earnings (loss) per share of Class A common stock ā basic ā $ 3.11 ā $ (1.62) ā $ 0.28 ā Earnings (loss) per share of Class A common stock ā diluted ā $ 3.09 ā $ (1.62) ā $ 0.28 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 361 ā ā 795 ā ā 681 ā Restricted stock units ā ā 1,349 ā ā 1,179 ā ā 1,037 ā Common units of CWGS, LLC that are convertible into Class A common stock ā ā 49,916 ā ā 51,670 ā ā ā ā |
Segments Information (Tables)
Segments Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Information | |
Reportable segment revenue | ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2020 ā Good Sam ā RV and 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 Good Sam services and plans $ 182,758 ā $ ā ā $ (1,781) ā $ 180,977 New vehicles ā ā ā ā 2,829,296 ā ā (5,985) ā ā 2,823,311 Used vehicles ā ā ā ā 987,389 ā ā (2,536) ā ā 984,853 Products, service and other ā ā ā ā 950,247 ā ā (1,357) ā ā 948,890 Finance and insurance, net ā ā ā ā 474,196 ā ā (9,935) ā ā 464,261 Good Sam Club ā ā ā ā 44,299 ā ā ā ā ā 44,299 Total consolidated revenue $ 182,758 ā $ 5,285,427 ā $ (21,594) ā $ 5,446,591 ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2019 ā Good Sam ā RV and 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 Good Sam services and plans $ 181,526 ā $ ā ā $ (1,988) ā $ 179,538 New vehicles ā ā ā ā 2,375,477 ā ā (5,156) ā ā 2,370,321 Used vehicles ā ā ā ā 860,032 ā ā (2,404) ā ā 857,628 Products, service and other ā ā ā ā 1,036,439 ā ā (1,862) ā ā 1,034,577 Finance and insurance, net ā ā ā ā 411,035 ā ā (9,733) ā ā 401,302 Good Sam Club ā ā ā ā 48,653 ā ā ā ā ā 48,653 Total consolidated revenue $ 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 Year Ended December 31, 2018 ā Good Sam ā RV and 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 Good Sam services and plans $ 174,641 ā $ ā ā $ (1,981) ā $ 172,660 New vehicles ā ā ā ā 2,517,978 ā ā (5,124) ā ā 2,512,854 Used vehicles ā ā ā ā 734,108 ā ā (2,091) ā ā 732,017 Products, service and other ā ā ā ā 951,814 ā ā (2,431) ā ā 949,383 Finance and insurance, net ā ā ā ā 394,214 ā ā (10,503) ā ā 383,711 Good Sam Club ā ā ā ā 41,392 ā ā ā ā ā 41,392 Total consolidated revenue $ 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 |
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 Year Ended December 31, ($ in thousands) 2020 2019 2018 Segment income (loss): (1) ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 88,288 ā $ 83,635 ā $ 81,138 RV and Outdoor Retail ā ā 429,950 ā ā (42,609) ā ā 138,085 Total segment income ā ā 518,238 ā ā 41,026 ā ā 219,223 Corporate & other ā ā (9,751) ā ā (12,455) ā ā (6,821) Depreciation and amortization ā ā (51,981) ā ā (59,932) ā ā (49,322) Other interest expense, net ā ā (54,689) ā ā (69,363) ā ā (63,329) Tax Receivable Agreement liability adjustment ā ā 141 ā ā 10,005 ā ā (1,324) Loss and expense on debt restructure ā ā ā ā ā ā ā ā (2,056) Income (loss) before income taxes ā $ 401,958 ā $ (90,719) ā $ 96,371 (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) 2020 2019 2018 Depreciation and amortization: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 3,474 ā $ 4,304 ā $ 3,328 ā RV and Outdoor Retail ā ā 48,507 ā ā 55,628 ā ā 45,406 ā Subtotal ā ā 51,981 ā ā 59,932 ā ā 48,734 ā Corporate & other ā ā ā ā ā ā ā ā 588 ā Total depreciation and amortization ā $ 51,981 ā $ 59,932 ā $ 49,322 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ($ in thousands) 2020 2019 2018 Other interest expense, net: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 5 ā $ (1) ā $ 4 ā RV and Outdoor Retail ā ā 8,081 ā ā 8,941 ā ā 8,073 ā Subtotal ā ā 8,086 ā ā 8,940 ā ā 8,077 ā Corporate & other ā ā 46,603 ā ā 60,423 ā ā 55,252 ā Total other interest expense, net ā $ 54,689 ā $ 69,363 ā $ 63,329 ā ā ā ā ā ā ā ā ā ā ā 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) 2020 2019 2018 Assets: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 140,825 ā $ 138,360 ā $ 146,012 ā RV and Outdoor Retail ā ā 2,881,637 ā ā 3,047,652 ā ā 2,467,519 ā Subtotal ā ā 3,022,462 ā ā 3,186,012 ā ā 2,613,531 ā Corporate & other ā ā 233,969 ā ā 190,228 ā ā 193,156 ā Total assets ā $ 3,256,431 ā $ 3,376,240 ā $ 2,806,687 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) 2020 2019 2018 Capital expenditures: ā ā ā ā ā ā ā ā ā ā Good Sam Services and Plans ā $ 2,553 ā $ 2,952 ā $ 2,477 ā RV and Outdoor Retail ā ā 82,243 ā ā 85,405 ā ā 251,882 ā Subtotal ā ā 84,796 ā ā 88,357 ā ā 254,359 ā Corporate and other ā ā 127 ā ā (1) ā ā ā ā Total capital expenditures ā $ 84,923 ā $ 88,356 ā $ 254,359 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, 2020 | |
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) 2020 2020 2020 2020 2019 2019 2019 2019 Revenue ā $ 1,133,820 ā $ 1,678,753 ā $ 1,606,745 ā $ 1,027,273 ā $ 964,931 ā $ 1,387,972 ā $ 1,474,347 ā $ 1,064,769 Income (loss) from operations ā ā 66,497 ā ā 193,093 ā ā 203,340 ā ā 13,265 ā ā (66,132) ā ā (32,307) ā ā 90,304 ā ā 16,882 Net income (loss) ā ā 40,338 ā ā 154,784 ā ā 163,222 ā ā (14,129) ā ā (80,854) ā ā (65,263) ā ā 52,623 ā ā (26,807) Net income (loss) attributable to Camping World Holdings, Inc. ā ā 14,378 ā ā 58,050 ā ā 58,077 ā ā (8,160) ā ā (28,521) ā ā (30,692) ā ā 18,017 ā ā (19,395) 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 $ 0.34 ā ā 1.46 ā ā 1.54 ā ā (0.22) ā $ (0.76) ā ā (0.82) ā ā 0.48 ā ā (0.52) Diluted ā $ 0.34 ā ā 1.44 ā ā 1.54 ā ā (0.22) ā $ (0.89) ā ā (0.82) ā ā 0.46 ā ā (0.52) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Description of Business (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020USD ($)location | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)location | Dec. 31, 2019USD ($)location | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($)locationsegment | Dec. 31, 2019USD ($)locationsegment | Dec. 31, 2018 | May 31, 2020USD ($) | |
Segments Information | ||||||||||
Number of reportable segments | segment | 2 | 2 | ||||||||
Number of stores | 171 | 175 | 175 | 171 | 175 | |||||
Number of stores, beginning of period | 175 | 175 | ||||||||
Number of locations opened | 9 | |||||||||
Closed/divested | (11) | |||||||||
Temporarily closed | (2) | |||||||||
Number of stores, end of period | 171 | 175 | 171 | 175 | ||||||
Liquidation of inventory | $ | $ 6,300 | $ 4,600 | $ 3,700 | $ 3,000 | $ 19,500 | $ 27,700 | ||||
Lease payment deferrals | $ | $ 14,000 | |||||||||
RV Dealerships | ||||||||||
Segments Information | ||||||||||
Number of stores | 160 | 154 | 154 | 160 | 154 | |||||
Number of stores, beginning of period | 154 | 154 | ||||||||
Number of locations opened | 9 | |||||||||
Closed/divested | (3) | |||||||||
Temporarily closed | (2) | |||||||||
Number of locations converted | 2 | |||||||||
Number of stores, end of period | 160 | 154 | 160 | 154 | ||||||
RV Service And Retail Centers | ||||||||||
Segments Information | ||||||||||
Number of stores | 10 | 11 | 11 | 10 | 11 | |||||
Number of stores, beginning of period | 11 | 11 | ||||||||
Number of locations converted | (1) | |||||||||
Number of stores, end of period | 10 | 11 | 10 | 11 | ||||||
Other Retail Stores | ||||||||||
Segments Information | ||||||||||
Number of stores | 1 | 10 | 10 | 1 | 10 | |||||
Number of stores, beginning of period | 10 | 10 | ||||||||
Closed/divested | (8) | |||||||||
Number of locations converted | (1) | |||||||||
Number of stores, end of period | 1 | 10 | 1 | 10 | ||||||
CWH | CWGS, LLC | ||||||||||
Segments Information | ||||||||||
Ownership interest | 47.40% | 42.00% | 41.90% | |||||||
2019 Strategic Shift | ||||||||||
Segments Information | ||||||||||
Liquidation of inventory | $ | $ 22,041 | $ 47,278 | ||||||||
2019 Strategic Shift | Non RV Retail Stores | ||||||||||
Segments Information | ||||||||||
Closed/divested | 34 | |||||||||
2019 Strategic Shift | Incremental inventory reserve charges | Non RV Retail Stores | ||||||||||
Segments Information | ||||||||||
Liquidation of inventory | $ | $ 108,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Contracts in Transit, Accounts Receivable and Current Expected Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
"Shipping, Handling and Transportation Costs [Abstract]" | |||
Number of days for retail installment sales contracts funded after the initial approval of the retail installment sales contract by third party lender | 10 days | ||
Accounts receivable due in excess of one year | $ 8,200 | $ 8,600 | |
Allowance for doubtful accounts - contracts in transit | 0 | 0 | |
Allowance for doubtful accounts | |||
Balance, beginning of period | 3,537 | 4,481 | |
Charged to bad debt expense | 1,068 | (20) | $ 2,444 |
Deductions | (1,212) | (924) | |
Balance, end of period | $ 3,393 | $ 3,537 | $ 4,481 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration of Credit Risk | |||
Amount in excess of FDIC limits | $ 188.1 | $ 149.9 | |
Self-Insurance Program | |||
Self insured claims liability | 19.6 | 18.4 | |
Letters of credit | $ 17.7 | $ 15.3 | |
Revenue | |||
Number of past years | 8 years | 8 years | |
Amount of chargebacks included in the estimate of variable consideration | $ 58.9 | $ 48.3 | |
Lifetime memberships period | 18 years | ||
Advertising Expense | |||
Advertising expenses | $ 96.3 | $ 117.8 | $ 112.4 |
Shipping and Handling Fees and Costs | |||
Cost, Product and Service [Extensible List] | Shipping and Handling | Shipping and Handling | Shipping and Handling |
Contracts in Transit | |||
Number of days for retail installment sales contracts funded after the initial approval of the retail installment sales contract by third party lender | 10 days | ||
Building and improvements | |||
Property and Equipment, net | |||
Estimated useful lives | 40 | ||
Minimum | |||
Revenue | |||
Stated period of time for insurance and service contracts | 1 year | ||
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 | |||
Revenue | |||
Stated period of time for insurance and service contracts | 5 years | ||
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 | $ 8.2 | $ 6.2 | $ 4.9 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements | ||
Operating lease assets | $ 769,487 | $ 807,537 |
Operating lease liabilities | 866,960 | |
Property and equipment, net | (367,898) | (314,374) |
Deferred revenues and gains, current portion | (88,213) | (87,093) |
Accrued liabilities | (137,688) | (130,316) |
Other long-term liabilities | (54,920) | (35,467) |
Retained deficit | (21,814) | (83,134) |
Non-controlling interests | $ (36,005) | $ (126,634) |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue | ||
Capitalized costs | $ 7.1 | $ 6.6 |
Accounts Receivable | RV Service | ||
Revenue | ||
Contract asset | $ 8.1 | $ 6.1 |
Revenue - Deferred Revenues (De
Revenue - Deferred Revenues (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Deferred Revenues | |
Revenues recognized that were included in the deferred revenue balance | $ 87.1 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Performance obligation | |
Revenue expected to be recognized | $ 149,732 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 88,213 |
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 | $ 29,472 |
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 | $ 15,797 |
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 | $ 7,707 |
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 | $ 4,083 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 4,460 |
Unsatisfied performance obligation, period | 0 years |
Receivables (Details)
Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables | |||
Gross receivables | $ 86,815 | $ 85,384 | |
Allowance for doubtful accounts | (3,393) | (3,537) | $ (4,481) |
Receivables, net | 83,422 | 81,847 | |
Good Sam Services and Plans | |||
Receivables | |||
Gross receivables | 11,837 | 20,195 | |
RV and Outdoor Retail | Trade accounts receivable | |||
Receivables | |||
Gross receivables | 16,289 | 15,715 | |
RV and Outdoor Retail | Due from manufacturers | |||
Receivables | |||
Gross receivables | 17,778 | 17,642 | |
RV and Outdoor Retail | New and used vehicles | |||
Receivables | |||
Gross receivables | 6,836 | 2,295 | |
RV and Outdoor Retail | Parts, services and other | |||
Receivables | |||
Gross receivables | 26,437 | 23,199 | |
RV and Outdoor Retail | Other | |||
Receivables | |||
Gross receivables | 7,611 | 5,782 | |
Corporate | |||
Receivables | |||
Gross receivables | $ 27 | $ 556 |
Inventories, net and Notes Pa_3
Inventories, net and Notes Payable - Floor Plan, net - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventories | ||
Inventories | $ 1,136,345 | $ 1,358,539 |
Good Sam Club services and plans | ||
Inventories | ||
Inventories | 109 | 590 |
New RV vehicles | ||
Inventories | ||
Inventories | 691,114 | 966,134 |
Used RV vehicles | ||
Inventories | ||
Inventories | 178,336 | 165,927 |
Products, service and other | ||
Inventories | ||
Inventories | $ 266,786 | $ 225,888 |
Inventories, net and Notes Pa_4
Inventories, net and Notes Payable - Floor Plan, net - Floor Plan Payable (Details) $ in Thousands | Jun. 29, 2020USD ($) | May 12, 2020 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018 | Sep. 01, 2020 | May 11, 2020 |
Floor Plan Facility | |||||||
Floor Plan Payable | |||||||
Period for temporary reduction in consolidated current ratio | 4 months | ||||||
Number of days into 2021 the notice can be given | 7 days | ||||||
Maximum borrowing capacity | $ 1,379,750 | $ 1,379,750 | |||||
Quarterly reduction in maximum borrowing capacity | 3,000 | ||||||
FLAIR offset account amount | 133,600 | 87,000 | |||||
FLAIR Maximum Percentage | 30.00% | 20.00% | 20.00% | ||||
Voluntary principal payment | $ 20,000 | ||||||
Floor Plan Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Floor Plan Payable | |||||||
Variable rate spread (as a percent) | 2.05% | ||||||
Floor Plan Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Floor Plan Payable | |||||||
Variable rate spread (as a percent) | 3.00% | ||||||
Floor Plan Facility | Base Rate | Minimum | |||||||
Floor Plan Payable | |||||||
Variable rate spread (as a percent) | 0.55% | ||||||
Floor Plan Facility | Base Rate | Maximum | |||||||
Floor Plan Payable | |||||||
Variable rate spread (as a percent) | 1.50% | ||||||
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 | $ 48,000 | $ 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) | 2.05% | 2.15% | 2.15% | ||||
Variable rate basis (as a percent) | 0.15 | 1.71 | 2.35 | ||||
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, 2020 | Dec. 31, 2019 |
Floor Plan Payable | ||
Less: outstanding letters of credit | $ (17,700) | $ (15,300) |
Floor Plan Facility | ||
Floor Plan Payable | ||
Total commitment | 1,379,750 | 1,379,750 |
Less: borrowings, net | (522,455) | (848,027) |
Less: flooring line aggregate interest reduction account | (133,639) | (87,016) |
Additional borrowing capacity | 723,656 | 444,707 |
Less: accounts payable for sold inventory | (28,980) | (27,892) |
Less: purchase commitments | (39,121) | (8,006) |
Unencumbered borrowing capacity | 655,555 | 408,809 |
Line of Credit | Floor Plan Facility | ||
Floor Plan Payable | ||
Total commitment | 48,000 | 60,000 |
Less: borrowings, net | (20,885) | (40,885) |
Additional borrowing capacity | 27,115 | 19,115 |
Letters of credit | Floor Plan Facility | ||
Floor Plan Payable | ||
Total commitment | 15,000 | 15,000 |
Less: outstanding letters of credit | (11,732) | (11,175) |
Additional letters of credit capacity | $ 3,268 | $ 3,825 |
Restructuring and Long-lived _3
Restructuring and Long-lived Asset Impairment (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 16 Months Ended | |||||||
Dec. 31, 2020USD ($)location | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)location | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)location | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)location | Dec. 31, 2020USD ($)location | Dec. 31, 2019USD ($)location | Dec. 31, 2020USD ($)location | Dec. 31, 2021USD ($) | |
2019 Strategic Shift | |||||||||||
Closed/divested | location | 11 | ||||||||||
Temporarily closed | location | 2 | ||||||||||
Number of stores | location | 171 | 175 | 175 | 171 | 175 | 171 | |||||
Restructuring Costs | |||||||||||
Charged to expense | $ 6,300,000 | $ 4,600,000 | $ 3,700,000 | $ 3,000,000 | $ 19,500,000 | $ 27,700,000 | |||||
Long-lived Asset Impairment | |||||||||||
Number of locations with impaired long-lived assets | 19 | 19 | 19 | ||||||||
Long-lived asset impairment | $ 6,600,000 | $ 4,400,000 | 1,400,000 | 16,300,000 | $ 50,000,000 | $ 12,353,000 | $ 66,270,000 | ||||
Leasehold improvements | |||||||||||
Long-lived Asset Impairment | |||||||||||
Long-lived asset impairment | 2,400,000 | 20,800,000 | |||||||||
Furniture and equipment | |||||||||||
Long-lived Asset Impairment | |||||||||||
Long-lived asset impairment | 2,600,000 | 28,600,000 | |||||||||
Buildings | |||||||||||
Long-lived Asset Impairment | |||||||||||
Long-lived asset impairment | 1,500,000 | ||||||||||
Operating lease right-of-use assets | |||||||||||
Long-lived Asset Impairment | |||||||||||
Long-lived asset impairment | 5,900,000 | 16,900,000 | |||||||||
Selling, general, and administrative | |||||||||||
Restructuring Costs | |||||||||||
Charged to expense | 16,400,000 | 3,700,000 | |||||||||
Costs applicable to revenue | |||||||||||
Restructuring Costs | |||||||||||
Charged to expense | 400,000 | 600,000 | |||||||||
2019 Strategic Shift | |||||||||||
2019 Strategic Shift | |||||||||||
Number of distribution centers closed | location | 3 | ||||||||||
Number of distribution centers reopened and repurposed | location | 1 | ||||||||||
Incurred costs | 21,200,000 | 21,200,000 | $ 21,200,000 | ||||||||
Restructuring Costs | |||||||||||
Charged to expense | 22,041,000 | 47,278,000 | |||||||||
Gain from derecognition of the operating lease assets and liabilities relating to the terminated leases | $ 1,300,000 | 6,100,000 | |||||||||
Long-lived Asset Impairment | |||||||||||
Long-lived asset impairment | 12,300,000 | 57,400,000 | |||||||||
2019 Strategic Shift | Minimum | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | 89,600,000 | 89,600,000 | 89,600,000 | ||||||||
2019 Strategic Shift | Maximum | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | 110,600,000 | 110,600,000 | 110,600,000 | ||||||||
2019 Strategic Shift | Labor, lease and other operating expenses | |||||||||||
2019 Strategic Shift | |||||||||||
Incurred costs | 21,200,000 | 21,200,000 | 21,200,000 | ||||||||
2019 Strategic Shift | Labor, lease and other operating expenses | Minimum | Forecast | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | $ 6,800,000 | ||||||||||
2019 Strategic Shift | Labor, lease and other operating expenses | Maximum | Forecast | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | $ 13,800,000 | ||||||||||
2019 Strategic Shift | One-time termination benefits | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||
Restructuring Costs | |||||||||||
Beginning balance | 722,000 | 722,000 | |||||||||
Charged to expense | 1,008,000 | 231,000 | |||||||||
Paid or otherwise settled | (286,000) | (953,000) | |||||||||
Ending balance | 722,000 | 722,000 | 722,000 | ||||||||
2019 Strategic Shift | Lease Termination Costs | |||||||||||
2019 Strategic Shift | |||||||||||
Incurred costs | 11,900,000 | 11,900,000 | 11,900,000 | ||||||||
Restructuring Costs | |||||||||||
Charged to expense | 1,350,000 | 10,532,000 | |||||||||
Paid or otherwise settled | (1,350,000) | (10,532,000) | |||||||||
2019 Strategic Shift | Lease Termination Costs | Minimum | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | 18,000,000 | 18,000,000 | 18,000,000 | ||||||||
2019 Strategic Shift | Lease Termination Costs | Maximum | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | 32,000,000 | 32,000,000 | 32,000,000 | ||||||||
2019 Strategic Shift | Incremental inventory reserve charges | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | 42,400,000 | 42,400,000 | 42,400,000 | ||||||||
2019 Strategic Shift | Other associated costs | |||||||||||
Restructuring Costs | |||||||||||
Beginning balance | 285,000 | 285,000 | |||||||||
Charged to expense | 4,321,000 | 16,835,000 | 4,321,000 | ||||||||
Paid or otherwise settled | (4,036,000) | (16,346,000) | |||||||||
Ending balance | 774,000 | 285,000 | 285,000 | 774,000 | 285,000 | 774,000 | |||||
2019 Strategic Shift | Other associated costs | Minimum | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | 28,000,000 | 28,000,000 | 28,000,000 | ||||||||
2019 Strategic Shift | Other associated costs | Maximum | |||||||||||
2019 Strategic Shift | |||||||||||
Expected incurred costs | 35,000,000 | 35,000,000 | 35,000,000 | ||||||||
2019 Strategic Shift | Restructuring costs excluding incremental inventory reserve charges | |||||||||||
Restructuring Costs | |||||||||||
Beginning balance | $ 1,007,000 | 1,007,000 | |||||||||
Charged to expense | 6,679,000 | 27,598,000 | |||||||||
Paid or otherwise settled | (5,672,000) | (27,831,000) | |||||||||
Ending balance | $ 774,000 | $ 1,007,000 | $ 1,007,000 | 774,000 | 1,007,000 | $ 774,000 | |||||
2019 Strategic Shift | Selling, general, and administrative | One-time termination benefits | |||||||||||
Restructuring Costs | |||||||||||
Charged to expense | 231,000 | 1,008,000 | |||||||||
2019 Strategic Shift | Costs applicable to revenue | Incremental inventory reserve charges | |||||||||||
Restructuring Costs | |||||||||||
Charged to expense | 543,000 | 41,894,000 | |||||||||
2019 Strategic Shift | Lease termination charges | Lease Termination Costs | |||||||||||
Restructuring Costs | |||||||||||
Charged to expense | $ 4,432,000 | $ 55,000 | |||||||||
2019 Strategic Shift | Outdoor Lifestyle Locations | |||||||||||
2019 Strategic Shift | |||||||||||
Closed/divested | location | 39 | ||||||||||
2019 Strategic Shift | Specialty Retail locations | |||||||||||
2019 Strategic Shift | |||||||||||
Closed/divested | location | 20 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment, net | |||
Property and equipment, gross | $ 622,922 | $ 532,603 | |
Less: accumulated depreciation and amortization | (255,024) | (218,229) | |
Property and equipment, net | 367,898 | 314,374 | |
Depreciation expense | 47,400 | 54,700 | $ 44,800 |
Land | |||
Property and Equipment, net | |||
Property and equipment, gross | 47,780 | 36,069 | |
Buildings and improvements | |||
Property and Equipment, net | |||
Property and equipment, gross | 99,739 | 64,860 | |
Leasehold improvements | |||
Property and Equipment, net | |||
Property and equipment, gross | 210,396 | 174,417 | |
Furniture and equipment | |||
Property and Equipment, net | |||
Property and equipment, gross | 180,191 | 181,539 | |
Software | |||
Property and Equipment, net | |||
Property and equipment, gross | 73,256 | 67,086 | |
Systems development and construction in progress | |||
Property and Equipment, net | |||
Property and equipment, gross | $ 11,560 | $ 8,632 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) $ in Thousands | Jan. 01, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($)location | Dec. 31, 2019USD ($)location | Dec. 31, 2018USD ($) |
Goodwill | ||||||
Balance (excluding impairment charges) | $ 600,954 | $ 600,954 | ||||
Accumulated impairment charges | (241,837) | (241,837) | ||||
Balance | $ 359,117 | $ 386,941 | $ 386,941 | $ 359,117 | ||
Acquisitions | 26,182 | 28,224 | ||||
Impairment charge | (40,046) | |||||
Divestures | (400) | |||||
Balance | 359,117 | $ 413,123 | 386,941 | 359,117 | ||
Useful lives (in years) | 12 years 9 months 18 days | |||||
Good Sam Services and Plans | ||||||
Goodwill | ||||||
Balance (excluding impairment charges) | 97,204 | 97,204 | ||||
Accumulated impairment charges | (46,884) | (46,884) | ||||
Balance | 50,320 | 23,829 | $ 23,829 | 50,320 | ||
Transfers of assets between reporting units | (26,491) | |||||
Balance | 50,320 | 23,829 | 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) | 503,750 | 503,750 | ||||
Accumulated impairment charges | (194,953) | (194,953) | ||||
Balance | 308,797 | 363,112 | 363,112 | 308,797 | ||
Acquisitions | 26,182 | 28,224 | ||||
Impairment charge | $ 0 | 0 | 0 | |||
Transfers of assets between reporting units | 26,491 | |||||
Divestures | (400) | |||||
Balance | $ 308,797 | $ 389,294 | $ 363,112 | $ 308,797 | ||
Number of specialty retail locations with goodwill | location | 13 | |||||
Number of specialty retail locations divested | location | 13 | |||||
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 4 months 24 days | |||||
Customer lists and domain names | ||||||
Goodwill | ||||||
Useful lives (in years) | 5 years 3 months 18 days | |||||
Supplier Lists | ||||||
Goodwill | ||||||
Useful lives (in years) | 5 years | |||||
Trademarks and trade names | ||||||
Goodwill | ||||||
Useful lives (in years) | 15 years | |||||
Websites | ||||||
Goodwill | ||||||
Useful lives (in years) | 8 years 3 months 18 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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets | |||
Cost or Fair Value | $ 50,016 | $ 46,150 | |
Accumulated Amortization | (19,894) | (16,443) | |
Net | 30,122 | 29,707 | |
Amortization expense | 4,600 | 5,200 | $ 4,500 |
Good Sam Club services and plans | Membership and customer lists | |||
Intangible Assets | |||
Cost or Fair Value | 9,140 | 9,140 | |
Accumulated Amortization | (8,568) | (7,972) | |
Net | 572 | 1,168 | |
RV and Outdoor Retail | Customer lists and domain names | |||
Intangible Assets | |||
Cost or Fair Value | 3,476 | 2,065 | |
Accumulated Amortization | (1,930) | (1,768) | |
Net | 1,546 | 297 | |
RV and Outdoor Retail | Supplier Lists | |||
Intangible Assets | |||
Cost or Fair Value | 1,696 | ||
Accumulated Amortization | (85) | ||
Net | 1,611 | ||
RV and Outdoor Retail | Trademarks and trade names | |||
Intangible Assets | |||
Cost or Fair Value | 29,564 | 28,955 | |
Accumulated Amortization | (6,681) | (4,862) | |
Net | 22,883 | 24,093 | |
RV and Outdoor Retail | Websites | |||
Intangible Assets | |||
Cost or Fair Value | 6,140 | 5,990 | |
Accumulated Amortization | (2,630) | (1,841) | |
Net | $ 3,510 | $ 4,149 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite-lived Intangible Assets Weighted-average Useful Lives (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-lived intangible assets | ||
2021 | $ 3,686 | |
2022 | 3,491 | |
2023 | 3,184 | |
2024 | 3,143 | |
2025 | 2,908 | |
Thereafter | 13,710 | |
Net | $ 30,122 | $ 29,707 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Compensation and benefits | $ 43,787 | $ 31,743 |
Other accruals | 93,901 | 98,573 |
Total | 137,688 | $ 130,316 |
COVID-19 | ||
Deferral of payroll taxes | $ 14,600 |
Long-Term Debt - Outstanding lo
Long-Term Debt - Outstanding long term debt (Details) $ in Thousands | Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) |
Long-Term Debt | ||
Total commitment | $ 20,885 | $ 40,885 |
Finance Lease Liabilities | 29,982 | |
Subtotal | 1,164,831 | 1,167,636 |
Less: current portion | (14,414) | (14,085) |
Total | $ 1,150,417 | 1,153,551 |
Number of real estate parcels under finance leases | item | 3 | |
Term Loan Facility | ||
Long-Term Debt | ||
Total commitment | $ 1,130,356 | 1,148,115 |
Real Estate Facility | ||
Long-Term Debt | ||
Total commitment | $ 4,493 | 19,521 |
Finance costs | $ 200 |
Long Term Debt - Future Maturit
Long Term Debt - Future Maturities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Long-Term Debt | |
2021 | $ 12,174 |
2022 | 12,176 |
2023 | 1,121,697 |
Subtotal | 1,146,047 |
Finance Leases(1) | 29,982 |
Total | 1,176,029 |
Finance lease liabilities - current | $ 2,240 |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Credit Facilities (Details) $ in Thousands | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) |
Finance lease liabilities | |||
Number of real estate parcels under finance leases | item | 3 | ||
Secured Debt | Term Loan Facility | |||
Long-Term Debt | |||
Unamortized discount | $ 3,241 | $ 4,320 | |
Secured Debt | 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 | ||
Voluntary principal payment | $ 9,600 | ||
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 | |||
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, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Total commitment | $ 20,885 | $ 40,885 |
Less: outstanding letters of credit | (17,700) | (15,300) |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total commitment | 1,130,356 | 1,148,115 |
Secured Debt | New Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Additional borrowing capacity | 29,070 | 9,266 |
Secured Debt | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 1,195,000 | 1,195,000 |
Less: cumulative principal payments | (53,459) | (31,898) |
Less: unamortized original issue discount | (3,241) | (4,320) |
Less: finance costs | (7,944) | (10,667) |
Total commitment | 1,130,356 | 1,148,115 |
Less: current portion | (11,891) | (11,991) |
Long-term debt, net of current portion | 1,118,465 | 1,136,124 |
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 | $ (5,930) | (4,112) |
Less: availability reduction due to Total Leverage Ratio | $ (21,622) |
Long-Term Debt - General Inform
Long-Term Debt - General Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Long-Term Debt | ||
Revolving line of credit | $ 20,885 | $ 40,885 |
Term Loan Facility | ||
Long-Term Debt | ||
Revolving line of credit | 1,130,356 | 1,148,115 |
Secured Debt | New Senior Secured Credit Facility | ||
Long-Term Debt | ||
Additional borrowing capacity | 29,070 | 9,266 |
Secured Debt | Term Loan Facility | ||
Long-Term Debt | ||
Revolving line of credit | 1,130,356 | 1,148,115 |
Secured Debt | New Senior Secured Credit Facility Revolving Credit Facility | ||
Long-Term Debt | ||
Revolving line of credit | 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) | 3.50% | |
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 | Jun. 30, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Revolving line of credit | $ 20,885 | $ 40,885 | |||
Real Estate Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving line of credit | 4,493 | 19,521 | |||
New Senior Secured Credit Facility | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Additional borrowing capacity | 29,070 | 9,266 | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving line of credit | 1,130,356 | 1,148,115 | |||
Term Loan Facility | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Revolving line of credit | 1,130,356 | 1,148,115 | |||
Maximum borrowing capacity | 1,195,000 | 1,195,000 | |||
Line of Credit | Real Estate Facility | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 21,500 | 21,500 | |||
Interest rate (as a percent) | 3.00% | ||||
Commitment fee (as a percent) | 0.50% | ||||
Additional borrowing capacity | $ 0 | $ 0 | |||
Revolving line of credit | 4,500 | ||||
Payment of debt | $ 3,400 | $ 10,300 | |||
Line of Credit | Term Loan Facility | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,190,000 | ||||
Interest rate (as a percent) | 3.50% | ||||
Payment of debt | $ 9,600 |
Lease Obligations - General Inf
Lease Obligations - General Information (Details) | 12 Months Ended |
Dec. 31, 2020leaseitem | |
Leases | |
Existence of option to extend | true |
Existence of option to terminate | true |
Number of operating leases | lease | 254 |
Number of real estate parcels under finance leases | item | 3 |
Weighted-average remaining lease term of operating lease | 12 years 4 months 24 days |
Weighted-average remaining finance lease | 16 years |
Weighted-average discount rate of operating leases | 7.10% |
Weighted-average discount rate of finance leases | 6.00% |
Minimum | |
Leases | |
Renewal term of lease | 1 year |
Maximum | |
Leases | |
Renewal term of lease | 5 years |
Lease Obligations - Financial S
Lease Obligations - Financial Statement Line Items (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Lease Obligations | ||
Operating lease assets | $ 769,487 | $ 807,537 |
Finance lease assets | $ 29,756 | |
Financial Statement Line Items | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet |
Total lease assets, net | $ 799,243 | $ 807,537 |
Operating lease liabilities - current | 62,405 | $ 58,613 |
Finance lease liabilities - current | $ 2,240 | |
Financial Statement Line Items | us-gaap:LinesOfCreditCurrent | us-gaap:LinesOfCreditCurrent |
Operating lease liabilities - non-current | $ 804,555 | $ 843,312 |
Finance lease liabilities - non-current | $ 27,742 | |
Financial Statement Line Items | us-gaap:LongTermLineOfCredit | us-gaap:LongTermLineOfCredit |
Total lease liabilities | $ 896,942 | $ 901,925 |
Lease Obligations - Lease Costs
Lease Obligations - Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease costs | ||
Operating lease cost | $ 121,238 | $ 122,431 |
Amortization of finance lease assets | 2,701 | |
Interest on finance lease liabilities | 1,248 | |
Short-term lease cost | 1,699 | 3,177 |
Variable lease cost | 23,385 | 23,763 |
Sublease income | (1,876) | (1,380) |
Net lease costs | $ 148,395 | $ 147,991 |
Lease Obligations - Supplementa
Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease Obligations | ||
Operating cash flows for operating leases | $ 121,708 | $ 122,073 |
Operating cash flows for finance leases | 1,061 | |
Financing cash flows for finance leases | 2,355 | |
New, remeasured, and terminated operating leases | 25,296 | $ 98,282 |
New finance leases | $ 31,895 |
Lease Obligations - Lease Matur
Lease Obligations - Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating lease liabilities | ||
2021 | $ 120,376 | |
2022 | 117,783 | |
2023 | 115,532 | |
2024 | 110,853 | |
2025 | 103,471 | |
Thereafter | 765,838 | |
Total lease payments | 1,333,853 | |
Less: Imputed interest | (466,893) | |
Total lease obligations | 866,960 | |
Less: Current portion | (62,405) | $ (58,613) |
Operating lease liabilities - non-current | 804,555 | $ 843,312 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2021 | 3,977 | |
2022 | 4,011 | |
2023 | 2,777 | |
2024 | 2,494 | |
2025 | 2,376 | |
Thereafter | 33,776 | |
Total lease payments | 49,411 | |
Less: Imputed interest | (19,429) | |
Total lease liabilities | 29,982 | |
Less: Current portion | (2,240) | |
Noncurrent lease obligations | $ 27,742 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 38,843 | $ 10,605 | $ 13,828 |
State | 12,294 | 4,080 | 5,598 |
Deferred: | |||
Federal | 5,016 | 9,140 | 11,970 |
State | 1,590 | 5,757 | (606) |
Income tax expense | $ 57,743 | $ 29,582 | $ 30,790 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of income tax expense from operations to the federal statutory rate | |||
Income taxes computed at federal statutory rate | $ 84,411 | $ (19,051) | $ 20,238 |
State income taxes - net of federal benefit | 3,741 | (4,728) | 4,313 |
Federal alternative minimum tax and state and local taxes on pass-through entities | 2,965 | 937 | 1,076 |
Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the company | (53,147) | (22,089) | (41,367) |
Tax benefit from of transfer assets | (14,170) | ||
Increase in valuation allowance due to transfer of assets | 26,350 | ||
Increase in valuation allowance | 19,058 | 59,552 | 43,175 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 26,400 | ||
Impact of other state tax rate changes | (915) | 1,653 | (2,020) |
Goodwill impairment | 6,158 | ||
Transfer of assets | 12,200 | 12,200 | |
Other | 1,630 | 1,128 | (783) |
Income tax expense | $ 57,743 | 29,582 | 30,790 |
Tax Receivable Agreement liability adjustment | $ 2,500 | $ (300) |
Income Taxes - Carrying amounts
Income Taxes - Carrying amounts of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax liabilities | ||
Accelerated depreciation | $ (5) | $ (3) |
Prepaid expenses | (1,690) | (1,676) |
Intangible assets | (2,865) | (3,704) |
Operating lease assets | (67,400) | (71,221) |
Lease incentives | (63) | (5,226) |
Total deferred tax liabilities | (72,023) | (81,830) |
Deferred tax assets | ||
Investment impairment | 22,169 | 21,601 |
Inventory related | 5,494 | 5,029 |
Gift cards | 1,788 | 1,385 |
Deferred revenues | 6,996 | 6,859 |
Accrual for employee benefits and severance | 2,485 | 1,555 |
Stock option expense | 469 | (10) |
Investment in partnership ("Outside Basis Deferred Tax Asset") | 241,805 | 203,663 |
Tax Receivable Agreement liability | 36,486 | 28,715 |
Net operating loss carryforward | 124,117 | 114,617 |
Intangible assets | 1,456 | 2,086 |
Goodwill | 1,433 | 2,396 |
Accelerated depreciation | 1,283 | 1,002 |
Operating lease liabilities | 79,639 | 82,785 |
Other reserves | 8,057 | 6,309 |
Gross deferred tax assets | 533,677 | 477,992 |
Valuation allowance | (295,946) | (266,452) |
Net deferred tax assets | $ 165,708 | $ 129,710 |
Income Taxes - Federal Tax purp
Income Taxes - Federal Tax purpose (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Feb. 17, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred income taxes due to transfer of assets | $ 12,200 | $ 12,200 | ||
Tax Receivable Agreement liability adjustment | 141 | 10,005 | $ (1,324) | |
Current portion of liabilities under tax receivable agreement | 8,089 | 6,563 | ||
Income tax benefit associated with transferred assets | 14,200 | |||
Increase (decrease) in deferred tax assets | $ 13,300 | |||
Increase in, non-current portion of tax receivable agreement liabilit | 11,300 | |||
Increase in additional paid-in capital | $ 2,000 | |||
Increase (decrease) in valuation allowance for the outside basis in CWGS, LLC | (9,800) | (6,200) | ||
Uncertain tax positions | $ 2,700 | $ 300 | ||
Common Class A | ||||
Shares issued | 43,083,008 | 37,701,584 | ||
Class A common stock issued in exchange for common units in CWGS, LLC | 1,300,000 | |||
CWGS, LLC | ||||
Increase (decrease) in valuation allowance | $ (19,700) | $ (79,700) | ||
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 | $ 145,900 | 114,800 | ||
Current portion of liabilities under tax receivable agreement | $ 8,100 | $ 6,600 | ||
CWGS, LLC | Tax receivable agreement | ||||
Units issued in exchange | 4,852,497 | 5,725 | ||
COVID-19 | ||||
Deferral of non-income-based payroll taxes | $ 29,200 | |||
COVID-19 | other long-term liabilities | ||||
Deferral of non-income-based payroll taxes | 14,600 | |||
COVID-19 | Other Current Liabilities | ||||
Deferral of non-income-based payroll taxes | $ 14,600 | |||
CWH | CWGS, LLC | ||||
Ownership interest | 47.40% | 42.00% | 41.90% | |
Crestview Partners II GP LP | CWGS, LLC | ||||
Number of units redeemed | 1,300,000 | |||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | ||||
Net operating loss carryforward indefinitely | $ 407,200 | |||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | Federal | ||||
Net operating loss carryforwards | 462,700 | |||
Net operating loss will expire if not used | 55,500 | |||
Americas Road and Travel Club, Inc., CW, and FreedomRoads RV, Inc. and their wholly owned subsidiaries | State | ||||
Net operating loss carryforwards | 422,000 | |||
Net operating loss will expire if not used | $ 422,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 1,130,356 | 1,148,115 |
Level 2 | Carrying Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 20,885 | 40,885 |
Level 2 | Carrying Value | Real Estate Facility | ||
Fair Value Measurements | ||
Debt instrument | 4,493 | 19,521 |
Level 2 | Fair Value | Term Loan Facility | ||
Fair Value Measurements | ||
Debt instrument | 1,132,979 | 1,104,947 |
Level 2 | Fair Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 20,791 | 41,299 |
Level 2 | Fair Value | Real Estate Facility | ||
Fair Value Measurements | ||
Debt instrument | $ 4,600 | $ 21,030 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies | ||
Self Insurance Reserve | $ 19.6 | $ 18.4 |
Letters of credit | 17.7 | 15.3 |
FreedomRoads, LLC Floor Plan Facility | ||
Commitments and Contingencies | ||
Letters of credit | 11.7 | $ 11.2 |
Broad market sponsorship agreement | ||
Other agreements | ||
2021 | 11.6 | |
2022 | 14.5 | |
2023 | 5.6 | |
2024 | 4.5 | |
Amended Subscription Agreement | ||
Other agreements | ||
2019 | 4.5 | |
2020 | 4.8 | |
2021 | $ 5 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($) | Aug. 06, 2019lawsuit | |
U S District Court of Delaware Cases | ||
Commitments and Contingencies | ||
Number of lawsuits | lawsuit | 2 | |
Class Action and the PAGA Action | ||
Commitments and Contingencies | ||
Reserve for estimated losses | $ | $ 4 | |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2013 | Jan. 31, 2012 |
Stephen Adams | ||||||
Related party transactions | ||||||
Payments to related party for purchasing advertising services | $ 0 | $ 200 | $ 200 | |||
Mr. Lemonis | ||||||
Related party transactions | ||||||
Related party expense | 0 | 400 | ||||
Related Party Agreement | Andris A. Baltins | ||||||
Related party transactions | ||||||
Related party expense | 200 | 300 | 300 | |||
Related Party Agreement | Precise Graphix | ||||||
Related party transactions | ||||||
Related party expense | 300 | 1,400 | 5,600 | |||
Advertising Agreement | Cumulus Media | ||||||
Related party transactions | ||||||
Related party expense | 300 | |||||
FreedomRoads | Lease Agreement | Managers and Officers | ||||||
Related party transactions | ||||||
Related party expense | $ 2,000 | 2,200 | $ 1,900 | |||
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 | $ 0 | |||||
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 | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020USD ($) | Dec. 31, 2020USD ($)locationstore | Dec. 31, 2019USD ($)location | Dec. 31, 2018USD ($) | |
Acquisitions | ||||
Real properties purchased | $ 53,100 | $ 31,600 | ||
Real properties purchased from parties related to the sellers of the dealership businesses | 34,100 | 2,900 | ||
Payments to acquire assets | 84,923 | 88,356 | $ 254,359 | |
Real Properties Acquired | 53,100 | $ 31,600 | ||
RV Dealership Groups | ||||
Acquisitions | ||||
Real properties purchased | $ 53,100 | |||
Number of locations acquired | location | 9 | 5 | ||
Number of locations to open in 2021 | store | 3 | |||
Payments to acquire assets | $ 37,900 | $ 48,400 | ||
Real Properties Acquired | 53,100 | |||
RV Dealership Groups | FreedomRoads, LLC Floor Plan Facility | ||||
Acquisitions | ||||
Borrowing to purchase of business | $ 10,300 | $ 13,900 | ||
RV furniture distributor | ||||
Acquisitions | ||||
Cash paid for acquisition | $ 9,700 |
Acquisitions - Assets (Liabilit
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tangible assets (liabilities) acquired (assumed): | |||
Goodwill | $ 413,123 | $ 386,941 | $ 359,117 |
Cash paid for acquisitions, net of cash acquired | 47,571 | 48,418 | $ 99,240 |
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 | (13,854) | ||
Cash payment net of floor plan financing | $ 34,564 | ||
2020 Acquisitions | |||
Tangible assets (liabilities) acquired (assumed): | |||
Accounts receivable, net | 3,094 | ||
Inventories, net | 17,211 | ||
Prepaid expenses and other assets | 643 | ||
Property and equipment, net | 1,077 | ||
Operating lease assets | 1,859 | ||
Finance lease asset | 2,373 | ||
Accounts payable | (1,628) | ||
Accrued liabilities | (2,839) | ||
Operating lease liabilities | (1,859) | ||
Finance lease liabilities | (2,373) | ||
Total tangible net assets acquired | 17,558 | ||
Intangible assets | 3,832 | ||
Goodwill | 26,182 | ||
Purchase Price | 47,572 | ||
Cash paid for acquisitions, net of cash acquired | 47,572 | ||
Inventory purchases financed via floor plan | (10,350) | ||
Cash payment net of floor plan financing | 37,222 | ||
2020 Acquisitions | Trademarks and trade names | |||
Tangible assets (liabilities) acquired (assumed): | |||
Intangible assets | 725 | ||
2020 Acquisitions | Supplier And Customer Relationships [Member] | |||
Tangible assets (liabilities) acquired (assumed): | |||
Intangible assets | $ 3,107 |
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, 2020 | Dec. 31, 2019 | |
Acquisitions | ||
Goodwill for tax purposes | $ 26.2 | $ 28.2 |
Revenue | 10.1 | 44.6 |
Pre-tax income (loss) | $ 0.5 | $ 0.3 |
Statement of Cash Flows (Detail
Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash paid during the period for: | |||
Interest | $ 72,458 | $ 105,776 | $ 94,591 |
Income taxes | 52,938 | 5,900 | 17,683 |
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 | 37 | 21,749 | 27,022 |
Vehicles transferred to property and equipment from inventory | 70 | 827 | 919 |
Derecognition of non-tenant improvements | 8,134 | ||
Capital expenditures in accounts payable and accrued liabilities | 3,738 | 3,158 | 8,441 |
Non-cash financing activities: | |||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 48 | 3 | |
Par value of Class A common stock issued for vested restricted stock units | $ 3 | 4 | 3 |
Par value of Class A common stock repurchased for withholding taxes on vested RSUs | $ (1) | $ (1) |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CWH | |||
Common Stock | |||
Ownership interest | 47.40% | 42.00% | 41.90% |
Continuing Equity Owners | |||
Common Stock | |||
Percentage of ownership | 52.60% | 58.00% | 58.10% |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Vote$ / sharesshares | Oct. 30, 2020USD ($) | Dec. 31, 2019shares | |
Stock Repurchase Program | |||
Authorized amount for stock repurchase program | $ | $ 100,000 | ||
Shares repurchased (in shares) | 811,223 | ||
Payment for share repurchased | $ | $ 21,522 | ||
Weighted average price (per share) | $ / shares | $ 26.53 | ||
Shares reissued from treasury stock | 238,776 | ||
Remaining approve amount | $ | $ 78,500 | ||
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 | |
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, 2021 | 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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summarizes the effects of change in ownership: | |||||||||||
Net income (loss) attributable to Camping World Holdings, Inc. | $ 14,378 | $ 58,050 | $ 58,077 | $ (8,160) | $ (28,521) | $ (30,692) | $ 18,017 | $ (19,395) | $ 122,345 | $ (60,591) | $ 10,398 |
Transfers to non-controlling interests: | |||||||||||
Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests | $ 148,616 | $ (61,810) | 14,365 | ||||||||
Common Class A | |||||||||||
Non-Controlling Interests | |||||||||||
Common stock, issued | 43,083,008 | 37,701,584 | 43,083,008 | 37,701,584 | |||||||
Common Class B | |||||||||||
Non-Controlling Interests | |||||||||||
Common stock, issued | 69,066,445 | 69,066,445 | 69,066,445 | 69,066,445 | |||||||
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 the exercise of stock options | $ (2,602) | (86) | |||||||||
(Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units | (6,398) | $ 736 | 881 | ||||||||
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs | (1,910) | (1,477) | (1,364) | ||||||||
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock | 11,616 | ||||||||||
Increase (decrease) in additional paid-in capital as a result of the redemption of common units of CWGS, LLC | $ 25,565 | $ (478) | $ 4,536 | ||||||||
CWGS, LLC | |||||||||||
Non-Controlling Interests | |||||||||||
LLC outstanding | 89,043,176 | 89,158,273 | 89,043,176 | 89,158,273 | |||||||
Common units redeemed | 4,700,000 | 100,000 | |||||||||
CWGS, LLC | Common Class A | |||||||||||
Non-Controlling Interests | |||||||||||
Common stock, issued | 4,700,000 | 4,700,000 | 100,000 | ||||||||
CWGS, LLC | Common Class B | |||||||||||
Non-Controlling Interests | |||||||||||
Common units cancelled | 4,700,000 | 100,000 | |||||||||
CWH | CWGS, LLC | |||||||||||
Non-Controlling Interests | |||||||||||
Units held | 42,226,389 | 37,488,989 | 42,226,389 | 37,488,989 | |||||||
Ownership interest | 47.40% | 42.00% | 41.90% | ||||||||
Continuing Equity Owners | CWGS, LLC | |||||||||||
Non-Controlling Interests | |||||||||||
Units held | 46,816,787 | 51,669,284 | 46,816,787 | 51,669,284 | |||||||
Percentage of ownership | 52.60% | 58.00% | 52.60% | 58.00% | 58.10% |
Equity-based Compensation Pla_3
Equity-based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity-based compensation expense: | |||
Equity based compensation expense | $ 20,661 | $ 13,145 | $ 14,088 |
Total income tax benefit recognized related to equity-based compensation | 2,176 | 1,275 | 1,350 |
Costs applicable to revenue | |||
Equity-based compensation expense: | |||
Equity based compensation expense | 903 | 847 | 820 |
Selling, general, and administrative | |||
Equity-based compensation expense: | |||
Equity based compensation expense | $ 19,758 | $ 12,298 | $ 13,268 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Plans | ||||
Aggregate Intrinsic Value - Outstanding | $ 2,300 | $ 100 | ||
Actual tax benefit for the tax deductions from the exercise of stock options | 300 | 300 | ||
Stock Options | ||||
Exercised (in shares) | 0 | |||
Stock options additional information | ||||
Aggregate Intrinsic Value - Outstanding | $ 2,300 | $ 100 | ||
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 | |||
Aggregate Intrinsic Value - Outstanding | $ 1,950 | |||
Stock Options | ||||
Outstanding at December 31, 2019 (in shares) | 745 | |||
Exercised (in shares) | (213) | |||
Forfeited (in shares) | (62) | |||
Outstanding at December 31, 2020 (in shares) | 470 | 745 | ||
Options exercisable at December 31, 2020 (in shares) | 470 | |||
Weighted Average Exercise Price | ||||
Outstanding at December 31, 2019 (per share) | $ 21.86 | |||
Exercised (per share) | 21.73 | |||
Forfeited (per share) | 22 | |||
Outstanding at December 31, 2020 (per share) | 21.90 | $ 21.86 | ||
Options exercisable at December 31, 2020 (per share) | $ 21.90 | |||
Stock options additional information | ||||
Aggregate Intrinsic Value - Outstanding | $ 1,950 | |||
Aggregate Intrinsic Value - Exercisable | $ 1,950 | |||
Weighted Average Remaining Contractual Life - Outstanding (in years) | 5 years 8 months 12 days | |||
Weighted Average Remaining Contractual Life - Exercisable (in years) | 5 years 8 months 12 days | |||
2016 Plan | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Plans | ||||
Unrecognized compensation costs recognition period (in years) | 3 years 10 months 24 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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Plans | |||
Intrinsic value of unvested units | $ 16,700 | $ 11,800 | $ 5,600 |
Actual tax benefit for the tax deductions from the vesting of restricted stock units | $ 2,100 | $ 700 | $ 700 |
2016 Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Plans | |||
Grant date fair value (per unit) | $ 32.54 | $ 11.17 | $ 25.73 |
Intrinsic value of unvested units | $ 88,400 | ||
Unrecognized compensation costs recognition period (in years) | 3 years 10 months 24 days | ||
Restricted Stock Units | |||
Outstanding at December 31, 2019 (in shares) | 1,806 | ||
Granted (in shares) | 2,520 | ||
Vested (in shares) | (661) | ||
Forfeited (in shares) | (273) | ||
Outstanding at September 30, 2020 (in shares) | 3,392 | 1,806 | |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value (per share) | $ 19.68 | ||
Granted (per share) | $ 32.54 | $ 11.17 | $ 25.73 |
Vested (per share) | 20.83 | ||
Forfeited (per share) | 24.40 | ||
Vesting delayed by deferral conditions (per share) | $ 28.87 |
Equity-based Compensation Pla_6
Equity-based Compensation Plans - Consulting Agreement (Details) - USD ($) $ in Thousands | Nov. 12, 2019 | Jan. 21, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation expense | $ 20,661 | $ 13,145 | $ 14,088 | |||
Mr. Flanigan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 60,000 | 62,500 | ||||
Share based compensation expense | $ 1,300 | |||||
Mr. Flanigan | Restricted Stock Units (RSUs) | Vest on January 1, 2021 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding (in units) | 41,667 | 41,667 | ||||
Mr. Flanigan | Restricted Stock Units (RSUs) | Vest on November 15, 2020 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding (in units) | 20,000 | 20,000 | ||||
2016 Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding (in units) | 3,392,000 | 3,392,000 | 1,806,000 | |||
Unrecognized compensation costs | $ 87,500 | $ 87,500 |
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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||
Net income (loss) | $ 40,338 | $ 154,784 | $ 163,222 | $ (14,129) | $ (80,854) | $ (65,263) | $ 52,623 | $ (26,807) | $ 344,215 | $ (120,301) | $ 65,581 |
Less: net (income) loss attributable to non-controlling interests | (221,870) | 59,710 | (55,183) | ||||||||
Net income (loss) attributable to Camping World Holdings, Inc. - basic and diluted | 122,345 | (60,591) | 10,398 | ||||||||
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs | 1,304 | (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 | $ 123,649 | $ (60,662) | $ 24,638 | ||||||||
Denominator: | |||||||||||
Weighted-average shares of Class A common stock outstanding - basic | 39,383 | 37,310 | 36,985 | ||||||||
Dilutive restricted stock units | 547 | 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 | 40,009 | 37,350 | 88,878 | ||||||||
Earnings (loss) per share of Class A common stock - basic | $ 3.11 | $ (1.62) | $ 0.28 | ||||||||
Earnings (loss) per share of Class A common stock - diluted | $ 3.09 | $ (1.62) | $ 0.28 | ||||||||
Stock Option | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 361 | 795 | 681 | ||||||||
Restricted Stock Units (RSUs) | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 1,349 | 1,179 | 1,037 | ||||||||
Common Class A | |||||||||||
Denominator: | |||||||||||
Weighted-average shares of Class A common stock outstanding - basic | 39,383 | 37,310 | 36,985 | ||||||||
Dilutive options to purchase Class A common stock | 79 | 78 | |||||||||
Weighted-average shares of Class A common stock outstanding - diluted | 40,009 | 37,350 | 88,878 | ||||||||
Earnings (loss) per share of Class A common stock - basic | $ 0.34 | $ 1.46 | $ 1.54 | $ (0.22) | $ (0.76) | $ (0.82) | $ 0.48 | $ (0.52) | $ 3.11 | $ (1.62) | $ 0.28 |
Earnings (loss) per share of Class A common stock - diluted | $ 0.34 | $ 1.44 | $ 1.54 | $ (0.22) | $ (0.89) | $ (0.82) | $ 0.46 | $ (0.52) | $ 3.09 | $ (1.62) | $ 0.28 |
CWGS, LLC | Common Units | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 49,916 | 51,670 |
Segments Information - General
Segments Information - General Information (Details) - segment | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segments Information | ||
Number of reportable segments | 2 | 2 |
Segments Information - Revenue
Segments Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segments Information | |||||||||||
Revenue | $ 1,133,820 | $ 1,678,753 | $ 1,606,745 | $ 1,027,273 | $ 964,931 | $ 1,387,972 | $ 1,474,347 | $ 1,064,769 | $ 5,446,591 | $ 4,892,019 | $ 4,792,017 |
Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (21,594) | (21,143) | (22,130) | ||||||||
Good Sam Services and Plans | |||||||||||
Segments Information | |||||||||||
Revenue | 180,977 | 179,538 | 172,660 | ||||||||
Good Sam Services and Plans | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (1,781) | (1,988) | (1,981) | ||||||||
New vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 2,823,311 | 2,370,321 | 2,512,854 | ||||||||
New vehicles | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (5,985) | (5,156) | (5,124) | ||||||||
Used vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 984,853 | 857,628 | 732,017 | ||||||||
Used vehicles | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (2,536) | (2,404) | (2,091) | ||||||||
Products, service and other | |||||||||||
Segments Information | |||||||||||
Revenue | 948,890 | 1,034,577 | 949,383 | ||||||||
Products, service and other | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (1,357) | (1,862) | (2,431) | ||||||||
Finance and insurance, net | |||||||||||
Segments Information | |||||||||||
Revenue | 464,261 | 401,302 | 383,711 | ||||||||
Finance and insurance, net | Intersegment Eliminations | |||||||||||
Segments Information | |||||||||||
Revenue | (9,935) | (9,733) | (10,503) | ||||||||
Good Sam Club | |||||||||||
Segments Information | |||||||||||
Revenue | 44,299 | 48,653 | 41,392 | ||||||||
Good Sam Services and Plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 182,758 | 181,526 | 174,641 | ||||||||
Good Sam Services and Plans | Good Sam Services and Plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 182,758 | 181,526 | 174,641 | ||||||||
RV and Outdoor Retail | |||||||||||
Segments Information | |||||||||||
Revenue | 5,265,614 | 4,712,481 | 4,619,357 | ||||||||
RV and Outdoor Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 5,285,427 | 4,731,636 | 4,639,506 | ||||||||
RV and Outdoor Retail | New vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 2,823,311 | 2,370,321 | 2,512,854 | ||||||||
RV and Outdoor Retail | New vehicles | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 2,829,296 | 2,375,477 | 2,517,978 | ||||||||
RV and Outdoor Retail | Used vehicles | |||||||||||
Segments Information | |||||||||||
Revenue | 984,853 | 857,628 | 732,017 | ||||||||
RV and Outdoor Retail | Used vehicles | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 987,389 | 860,032 | 734,108 | ||||||||
RV and Outdoor Retail | Products, service and other | |||||||||||
Segments Information | |||||||||||
Revenue | 948,890 | 1,034,577 | 949,383 | ||||||||
RV and Outdoor Retail | Products, service and other | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 950,247 | 1,036,439 | 951,814 | ||||||||
RV and Outdoor Retail | Finance and insurance, net | |||||||||||
Segments Information | |||||||||||
Revenue | 464,261 | 401,302 | 383,711 | ||||||||
RV and Outdoor Retail | Finance and insurance, net | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | 474,196 | 411,035 | 394,214 | ||||||||
RV and Outdoor Retail | Good Sam Club | |||||||||||
Segments Information | |||||||||||
Revenue | 44,299 | 48,653 | 41,392 | ||||||||
RV and Outdoor Retail | Good Sam Club | Operating Segments | |||||||||||
Segments Information | |||||||||||
Revenue | $ 44,299 | $ 48,653 | $ 41,392 |
Segments Information - Segment
Segments Information - Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segments Information | |||||||||||
Total segment income | $ 66,497 | $ 193,093 | $ 203,340 | $ 13,265 | $ (66,132) | $ (32,307) | $ 90,304 | $ 16,882 | $ 476,195 | $ 8,747 | $ 201,015 |
Selling, general, and administrative expense | (1,156,071) | (1,141,643) | (1,069,359) | ||||||||
Depreciation and amortization | (51,981) | (59,932) | (49,322) | ||||||||
Other interest expense, net | (54,689) | (69,363) | (63,329) | ||||||||
Tax Receivable Agreement liability adjustment | 141 | 10,005 | (1,324) | ||||||||
Loss and expense on debt restructure | (2,056) | ||||||||||
Income (loss) before income taxes | 401,958 | (90,719) | 96,371 | ||||||||
Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 518,238 | 41,026 | 219,223 | ||||||||
Depreciation and amortization | (51,981) | (59,932) | (48,734) | ||||||||
Other interest expense, net | (8,086) | (8,940) | (8,077) | ||||||||
Corporate, Non-Segment | |||||||||||
Segments Information | |||||||||||
Selling, general, and administrative expense | (9,751) | (12,455) | (6,821) | ||||||||
Depreciation and amortization | (588) | ||||||||||
Other interest expense, net | (46,603) | (60,423) | (55,252) | ||||||||
Good Sam Services and Plans | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 88,288 | 83,635 | 81,138 | ||||||||
Depreciation and amortization | (3,474) | (4,304) | (3,328) | ||||||||
Other interest expense, net | (5) | 1 | (4) | ||||||||
RV and Outdoor Retail | Operating Segments | |||||||||||
Segments Information | |||||||||||
Total segment income | 429,950 | (42,609) | 138,085 | ||||||||
Depreciation and amortization | (48,507) | (55,628) | (45,406) | ||||||||
Other interest expense, net | $ (8,081) | $ (8,941) | $ (8,073) |
Segments Information - Deprecia
Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segments Information | |||
Depreciation and amortization | $ 51,981 | $ 59,932 | $ 49,322 |
Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 51,981 | 59,932 | 48,734 |
Corporate, Non-Segment | |||
Segments Information | |||
Depreciation and amortization | 588 | ||
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | 3,474 | 4,304 | 3,328 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Depreciation and amortization | $ 48,507 | $ 55,628 | $ 45,406 |
Segments Information - Other In
Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segments Information | |||
Other interest expense, net | $ 54,689 | $ 69,363 | $ 63,329 |
Operating Segments | |||
Segments Information | |||
Other interest expense, net | 8,086 | 8,940 | 8,077 |
Corporate, Non-Segment | |||
Segments Information | |||
Other interest expense, net | 46,603 | 60,423 | 55,252 |
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Other interest expense, net | 5 | (1) | 4 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Other interest expense, net | $ 8,081 | $ 8,941 | $ 8,073 |
Segments Information - Assets (
Segments Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Segments Information | |||
Assets | $ 3,256,431 | $ 3,376,240 | $ 2,806,687 |
Operating Segments | |||
Segments Information | |||
Assets | 3,022,462 | 3,186,012 | 2,613,531 |
Corporate, Non-Segment | |||
Segments Information | |||
Assets | 233,969 | 190,228 | 193,156 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Assets | 2,881,637 | 3,047,652 | 2,467,519 |
Consumer Services and Plans | Operating Segments | |||
Segments Information | |||
Assets | $ 140,825 | $ 138,360 | $ 146,012 |
Segment Information - Capital E
Segment Information - Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segments Information | |||
Capital expenditures | $ 84,923 | $ 88,356 | $ 254,359 |
Operating Segments | |||
Segments Information | |||
Capital expenditures | 84,796 | 88,357 | 254,359 |
Corporate, Non-Segment | |||
Segments Information | |||
Capital expenditures | 127 | (1) | |
Good Sam Services and Plans | Operating Segments | |||
Segments Information | |||
Capital expenditures | 2,553 | 2,952 | 2,477 |
RV and Outdoor Retail | Operating Segments | |||
Segments Information | |||
Capital expenditures | $ 82,243 | $ 85,405 | $ 251,882 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Long-lived asset impairment | $ 6,600 | $ 4,400 | $ 1,400 | $ 16,300 | $ 50,000 | $ 12,353 | $ 66,270 | |||||
Restructuring Charges | 6,300 | $ 4,600 | 3,700 | 3,000 | 19,500 | 27,700 | ||||||
Goodwill impairment | $ 40,046 | |||||||||||
Quarterly Financial Information | ||||||||||||
Revenue | 1,133,820 | 1,678,753 | 1,606,745 | 1,027,273 | 964,931 | 1,387,972 | $ 1,474,347 | $ 1,064,769 | 5,446,591 | 4,892,019 | 4,792,017 | |
Income (loss) from operations | 66,497 | 193,093 | 203,340 | 13,265 | (66,132) | (32,307) | 90,304 | 16,882 | 476,195 | 8,747 | 201,015 | |
Net income (loss) | 40,338 | 154,784 | 163,222 | (14,129) | (80,854) | (65,263) | 52,623 | (26,807) | 344,215 | (120,301) | 65,581 | |
Net income (loss) attributable to Camping World Holdings, Inc. | $ 14,378 | $ 58,050 | $ 58,077 | $ (8,160) | $ (28,521) | $ (30,692) | $ 18,017 | $ (19,395) | $ 122,345 | $ (60,591) | $ 10,398 | |
Earnings (loss) per share of Class A common stock: | ||||||||||||
Basic | $ 3.11 | $ (1.62) | $ 0.28 | |||||||||
Diluted | 3.09 | (1.62) | 0.28 | |||||||||
Common Class A | ||||||||||||
Earnings (loss) per share of Class A common stock: | ||||||||||||
Basic | $ 0.34 | $ 1.46 | $ 1.54 | $ (0.22) | $ (0.76) | $ (0.82) | $ 0.48 | $ (0.52) | 3.11 | (1.62) | 0.28 | |
Diluted | $ 0.34 | $ 1.44 | $ 1.54 | $ (0.22) | $ (0.89) | $ (0.82) | $ 0.46 | $ (0.52) | $ 3.09 | $ (1.62) | $ 0.28 | |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
Cash and cash equivalents | $ 166,072 | $ 147,521 | |
Total current assets | 1,494,225 | 1,690,681 | |
Deferred tax assets, net | 165,708 | 129,710 | |
Total assets | 3,256,431 | 3,376,240 | $ 2,806,687 |
Current liabilities: | |||
Accrued liabilities | 137,688 | 130,316 | |
Current portion of Tax Receivable Agreement liability | 8,089 | 6,563 | |
Total current liabilities | 1,035,521 | 1,295,954 | |
Liabilities under Tax Receivable Agreement, net of current portion | 137,845 | 108,228 | |
Total liabilities | 3,265,662 | 3,535,476 | |
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, 2020 and December 31, 2019 | |||
Additional paid-in capital | 63,342 | 50,152 | |
Treasury stock, at cost; 572,447 and 0 shares as of December 31, 2020 and December 31, 2019 | 15,187 | ||
Retained deficit | (21,814) | (83,134) | |
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | 26,774 | (32,602) | |
Total liabilities and stockholders' deficit | 3,256,431 | 3,376,240 | |
Common Class A | |||
Stockholders' equity (deficit) | |||
Common stock | 428 | 375 | |
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 | 37,355 | 44,991 | |
Prepaid income taxes and other | 4,073 | 1,388 | |
Total current assets | 41,428 | 46,379 | |
Deferred tax assets, net | 163,759 | 127,689 | |
Investment in subsidiaries | (32,479) | (91,879) | |
Total assets | 172,708 | 82,189 | |
Current liabilities: | |||
Current portion of Tax Receivable Agreement liability | 8,089 | 6,563 | |
Total current liabilities | 8,089 | 6,563 | |
Liabilities under Tax Receivable Agreement, net of current portion | 137,845 | 108,228 | |
Total liabilities | 145,934 | 114,791 | |
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, 2020 and December 31, 2019 | |||
Additional paid-in capital | 63,342 | 50,152 | |
Treasury stock, at cost; 572,447 and 0 shares as of December 31, 2020 and December 31, 2019 | (15,187) | ||
Retained deficit | (21,814) | (83,134) | |
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | 26,774 | (32,602) | |
Total liabilities and stockholders' deficit | 172,708 | 82,189 | |
Parent Company | Reportable Legal Entities | Common Class A | |||
Stockholders' equity (deficit) | |||
Common stock | 428 | 375 | |
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, 2020 | Dec. 31, 2019 |
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 |
Treasury Stock, (In shares) | 572,447 | 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 | 43,083,008 | 37,701,584 |
Common stock, outstanding | 42,226,389 | 37,488,989 |
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 | 45,999,132 | 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 |
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 |
Treasury Stock, (In shares) | 572,447 | 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 | 43,083,008 | 37,701,584 |
Common stock, outstanding | 42,226,389 | 37,488,989 |
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 | 45,999,132 | 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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | |||||||||||
Total revenue | $ 1,133,820 | $ 1,678,753 | $ 1,606,745 | $ 1,027,273 | $ 964,931 | $ 1,387,972 | $ 1,474,347 | $ 1,064,769 | $ 5,446,591 | $ 4,892,019 | $ 4,792,017 |
Operating expenses: | |||||||||||
Selling, general, and administrative | 1,156,071 | 1,141,643 | 1,069,359 | ||||||||
Total operating expenses | 1,226,284 | 1,278,651 | 1,161,917 | ||||||||
Income from operations | 66,497 | 193,093 | 203,340 | 13,265 | (66,132) | (32,307) | 90,304 | 16,882 | 476,195 | 8,747 | 201,015 |
Other interest expense, net | 54,689 | 69,363 | 63,329 | ||||||||
Tax Receivable Agreement liability adjustment | 141 | 10,005 | (1,324) | ||||||||
Income (loss) before income taxes | 401,958 | (90,719) | 96,371 | ||||||||
Income tax expense | (57,743) | (29,582) | (30,790) | ||||||||
Net income (loss) attributable to Camping World Holdings, Inc. | $ 14,378 | $ 58,050 | $ 58,077 | $ (8,160) | $ (28,521) | $ (30,692) | $ 18,017 | $ (19,395) | 122,345 | (60,591) | 10,398 |
Parent Company | Reportable Legal Entities | |||||||||||
Revenue: | |||||||||||
Intercompany revenue | 9,660 | 11,642 | 7,066 | ||||||||
Total revenue | 9,660 | 11,642 | 7,066 | ||||||||
Operating expenses: | |||||||||||
Selling, general, and administrative | 9,660 | 11,642 | 7,066 | ||||||||
Total operating expenses | 9,660 | 11,642 | 7,066 | ||||||||
Other interest expense, net | 103 | (15) | |||||||||
Tax Receivable Agreement liability adjustment | 141 | 10,005 | (1,324) | ||||||||
Equity in net income (loss) of subsidiaries | 173,618 | (43,317) | 39,266 | ||||||||
Income (loss) before income taxes | 173,862 | (33,312) | 37,927 | ||||||||
Income tax expense | (51,517) | (27,279) | (27,529) | ||||||||
Net income (loss) attributable to Camping World Holdings, Inc. | $ 122,345 | $ (60,591) | $ 10,398 |
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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | |||||||||||
Net income (loss) | $ 14,378 | $ 58,050 | $ 58,077 | $ (8,160) | $ (28,521) | $ (30,692) | $ 18,017 | $ (19,395) | $ 122,345 | $ (60,591) | $ 10,398 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
Deferred tax expense | 6,606 | 14,897 | 11,364 | ||||||||
Tax Receivable Agreement liability adjustment | (141) | (10,005) | 1,324 | ||||||||
Change in assets and liabilities, net of acquisitions: | |||||||||||
Payment pursuant to Tax Receivable Agreement | (6,563) | (9,425) | (8,914) | ||||||||
Net cash provided by operating activities | 747,669 | 251,934 | 136,292 | ||||||||
Investing activities | |||||||||||
Net cash used in investing activities | (125,935) | (104,537) | (292,689) | ||||||||
Financing activities | |||||||||||
Dividends on Class A common stock | (61,025) | (22,878) | (22,697) | ||||||||
Proceeds from exercise of stock options | 4,635 | 153 | |||||||||
Repurchases of Class A common stock to treasury stock | (21,522) | ||||||||||
Disgorgement of short-swing profits by Section 16 officer | 557 | ||||||||||
Net cash (used in) provided by financing activities | (603,183) | (138,433) | 70,791 | ||||||||
Increase (decrease) in cash and cash equivalents | 18,551 | 8,964 | (85,606) | ||||||||
Cash and cash equivalents at beginning of the period | 147,521 | 138,557 | 147,521 | 138,557 | 224,163 | ||||||
Cash and cash equivalents at end of the period | 166,072 | 147,521 | 166,072 | 147,521 | 138,557 | ||||||
Parent Company | Common Class A | |||||||||||
Financing activities | |||||||||||
Repurchases of Class A common stock to treasury stock | (21,500) | ||||||||||
Parent Company | Reportable Legal Entities | |||||||||||
Operating activities | |||||||||||
Net income (loss) | 122,345 | (60,591) | 10,398 | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
Equity in net (loss) income of subsidiaries | (173,618) | 43,317 | (39,266) | ||||||||
Deferred tax expense | 6,534 | 14,981 | 10,908 | ||||||||
Tax Receivable Agreement liability adjustment | (141) | (10,005) | 1,324 | ||||||||
Change in assets and liabilities, net of acquisitions: | |||||||||||
Intercompany receivables | 2,518 | (2,518) | |||||||||
Prepaid income taxes and other assets | (2,685) | 7,671 | 1,464 | ||||||||
Accounts payable and other accrued assets | (44) | ||||||||||
Payment pursuant to Tax Receivable Agreement | (6,563) | (9,425) | (8,914) | ||||||||
Net cash provided by operating activities | (54,128) | (11,534) | (26,648) | ||||||||
Investing activities | |||||||||||
Purchases of LLC Interest from CWGS, LLC | (4,635) | (271) | |||||||||
Return of LLC Interest to CWGS, LLC for funding of Treasury Stock purchases | 21,522 | ||||||||||
Distributions received from CWGS, LLC | 107,517 | 47,866 | 65,940 | ||||||||
Net cash used in investing activities | 124,404 | 47,866 | 65,669 | ||||||||
Financing activities | |||||||||||
Dividends on Class A common stock | (61,025) | (22,878) | (22,697) | ||||||||
Proceeds from exercise of stock options | 4,635 | 153 | |||||||||
Repurchases of Class A common stock to treasury stock | (21,522) | ||||||||||
Disgorgement of short-swing profits by Section 16 officer | 557 | ||||||||||
Net cash (used in) provided by financing activities | (77,912) | (22,878) | (21,987) | ||||||||
Increase (decrease) in cash and cash equivalents | (7,636) | 13,454 | 17,034 | ||||||||
Cash and cash equivalents at beginning of the period | $ 44,991 | $ 31,537 | 44,991 | 31,537 | 14,503 | ||||||
Cash and cash equivalents at end of the period | $ 37,355 | $ 44,991 | $ 37,355 | $ 44,991 | $ 31,537 |
Schedule I - Condensed Financ_6
Schedule I - Condensed Financial Information of Registrant - Notes to Condensed Financial Statements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Repurchase Program | |||
Shares repurchased (in shares) | 811,223 | ||
Payment for share repurchased | $ 21,522,000 | ||
Weighted average price (per share) | $ 26.53 | ||
Shares reissued from treasury stock | 238,776 | ||
Cash paid during the period for: | |||
Interest | $ 72,458,000 | $ 105,776,000 | $ 94,591,000 |
Income taxes | (52,938,000) | (5,900,000) | (17,683,000) |
Non-cash financing activities: | |||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 48,000 | 3,000 | |
Par value of Class A common stock issued for vested restricted stock units | $ 3,000 | 4,000 | 3,000 |
Par value of Class A common stock repurchased for withholding taxes on vested RSUs | (1,000) | (1,000) | |
Parent Company | Common Class A | |||
Stock Repurchase Program | |||
Shares repurchased (in shares) | 811,223 | ||
Payment for share repurchased | $ 21,500,000 | ||
Weighted average price (per share) | $ 26.53 | ||
Shares reissued from treasury stock | 238,776 | ||
Parent Company | Reportable Legal Entities | |||
Basis of Presentation | |||
Intercompany receivable | $ 0 | 0 | |
Amount due related to tax receivable agreement | $ 145,900,000 | 114,800,000 | |
Commitments and Contingencies | |||
Expected future payment, as percent of tax benefits (as a percent) | 85.00% | ||
Stock Repurchase Program | |||
Payment for share repurchased | $ 21,522,000 | ||
Cash paid during the period for: | |||
Interest | 15,000 | ||
Income taxes | 47,668,000 | 4,235,000 | 14,421,000 |
Non-cash financing activities: | |||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 48,000 | 3,000 | |
Par value of Class A common stock issued for vested restricted stock units | $ 3,000 | 4,000 | 3,000 |
Par value of Class A common stock repurchased for withholding taxes on vested RSUs | $ (1,000) | $ (1,000) | |
Parent Company | CWGS, LLC | |||
Stock Repurchase Program | |||
Number of units returned | 811,223 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts receivable allowance | |||
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 3,717 | $ 4,729 | $ 8,659 |
Additions Charged to Expense | 1,068 | (20) | 2,444 |
Charged to Other Accounts | (142) | 278 | (5,278) |
Charges Utilized (Write-off) | (1,250) | (1,270) | (1,096) |
Balance at End of Period | 3,393 | 3,717 | 4,729 |
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 | 2,753 | 7,187 | |
Additions Charged to Expense | 2,753 | ||
Charged to Other Accounts | (7,187) | ||
Charges Utilized (Write-off) | $ (2,753) | ||
Balance at End of Period | $ 2,753 | ||
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation allowance and reserves | |||
Balance at Beginning of Period | $ 266,452 | $ 180,983 | $ 132,468 |
Tax Valuation Allowance Charged to Income Tax Provision | 19,058 | 85,903 | 43,175 |
Tax Valuation Allowance Credited to Income Tax Provision | (434) | ||
Charged to Other Accounts | 10,436 | 5,340 | |
Balance at End of Period | $ 295,946 | $ 266,452 | $ 180,983 |