Long-Term Debt | 6. Long-Term Debt Outstanding long-term debt consisted of the following (in thousands): March 31, December 31, 2021 2020 Term Loan Facility (1) $ 1,128,334 $ 1,130,356 Real Estate Facility (2) 4,421 4,493 Subtotal 1,132,755 1,134,849 Less: current portion (12,174) (12,174) Total $ 1,120,581 $ 1,122,675 (1) Net of $3.0 million and $3.2 million of original issue discount at March 31, 2021 and December 31, 2020, respectively, and $7.3 million and $7.9 million of finance costs at March 31, 2021 and December 31, 2020, respectively. (2) Finance costs at March 31, 2021 and December 31, 2020 were not significant. Senior Secured Credit Facilities As of March 31, 2021 and December 31, 2020, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (as amended from time to time, the “Credit Agreement”) for a senior secured credit facility (the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a $1.19 billion term loan facility (the “Term Loan Facility”) and a $35.0 million revolving credit facility (the “Revolving Credit Facility”). 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. The Company was not required to make an additional excess cash flow payment relating to 2020 and does not expect that an additional excess cash flow payment will be required relating to 2021. As of March 31, 2021, the average interest rate on the Term Loan Facility was 3.53%. The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): March 31, December 31, 2021 2020 Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,195,000 $ 1,195,000 Less: cumulative principal payments (56,432) (53,459) Less: unamortized original issue discount (2,970) (3,241) Less: finance costs (7,264) (7,944) 1,128,334 1,130,356 Less: current portion (11,891) (11,891) Long-term debt, net of current portion $ 1,116,443 $ 1,118,465 Revolving Credit Facility: Total commitment $ 35,000 $ 35,000 Less: outstanding letters of credit (5,930) (5,930) Additional borrowing capacity $ 29,070 $ 29,070 The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR, and its subsidiaries. The Credit Agreement contains certain restrictive covenants 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 March 31, 2021 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 Lenders’ Revolving Commitments (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding), as defined in the Credit Agreement. As of March 31, 2021, 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 March 31, 2021 and December 31, 2020. Real Estate Facility As of March 31, 2021 and December 31, 2020, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), were party to a loan and security agreement for a real estate credit facility with an aggregate maximum principal capacity of $21.5 million (“Real Estate Facility”). Borrowings under the Real Estate Facility are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The Real Estate Facility may be used to finance the acquisition of real estate assets. 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 (“Real Estate Facility Properties”). The Real Estate Facility matures on October 31, 2023. As of March 31, 2021, a principal balance of $4.4 million was outstanding under the Real Estate Facility, and the interest rate was 2.98% with a commitment fee of 0.50% of the aggregate unused principal amount of the Real Estate Facility. As of March 31, 2021, the Company had no available capacity under the Real Estate Facility. 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 March 31, 2021 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 March 31, 2021 and December 31, 2020. |