Long-Term Debt | 7. Long-Term Debt Outstanding long-term debt consisted of the following (in thousands): March 31, December 31, March 31, 2024 2023 2023 Term Loan Facility (1) $ 1,343,580 $ 1,346,229 $ 1,354,221 Real Estate Facilities (2) 219,068 166,604 194,802 Other Long-Term Debt 8,168 8,246 3,250 Subtotal 1,570,816 1,521,079 1,552,273 Less: current portion (25,651) (22,121) (26,969) Total $ 1,545,165 $ 1,498,958 $ 1,525,304 (1) Net of $11.4 million, $12.0 million, and $13.7 million of original issue discount at March 31, 2024, December 31, 2023, and March 31, 2023, respectively, and $4.4 million, $4.7 million, and $5.5 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively. (2) Net of $3.9 million, $3.3 million, and $3.9 million of finance costs at March 31, 2024, December 31, 2023, and March 31, 2023, respectively. Senior Secured Credit Facilities As of March 31, 2024, December 31, 2023, and March 31, 2023, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for a term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility” and collectively the “Senior Secured Credit Facilities”). The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): March 31, December 31, March 31, 2024 2023 2023 Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,400,000 $ 1,400,000 $ 1,400,000 Less: cumulative principal payments (40,538) (37,034) (26,523) Less: unamortized original issue discount (11,433) (12,016) (13,721) Less: unamortized finance costs (4,449) (4,721) (5,535) 1,343,580 1,346,229 1,354,221 Less: current portion (14,015) (14,015) (14,015) Long-term debt, net of current portion $ 1,329,565 $ 1,332,214 $ 1,340,206 Revolving Credit Facility: Total commitment $ 65,000 $ 65,000 $ 65,000 Less: outstanding letters of credit (4,930) (4,930) (4,930) Less: total net leverage ratio borrowing limitation (37,320) (37,320) — Additional borrowing capacity $ 22,750 $ 22,750 $ 60,070 As of March 31, 2024, December 31, 2023, and March 31, 2023, the average interest rate on the Term Loan Facility was 7.94%, 7.97%, and 7.20%, respectively, and the effective interest rate was 8.18%, 8.21%, and 7.44%, respectively. Management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2024 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 Net 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, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of March 31, 2024, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold, however the Company’s borrowing capacity was reduced by $37.3 million in light of this covenant. The Company was in compliance with all applicable financial debt covenants at March 31, 2024, December 31, 2023, and March 31, 2023. Real Estate Facilities As of March 31, 2024, December 31, 2023, and March 31, 2023, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were parties to a credit agreement with a syndication of banks for a real estate credit facility (the “M&T Real Estate Facility”). During the three months ended March 31, 2024 and 2023, FRHP borrowed an additional $55.6 million and $59.2 million, respectively, under the M&T Real Estate Facility. During the three months ended March 31, 2024, FRHP repaid $15.6 million in conjunction with a sale-leaseback transaction of two properties secured under the M&T Real Estate Facility. Additionally, during the three months ended March 31, 2024, FRHP repaid $1.7 million of the M&T Real Estate Facility relating to a separate property of which a portion of that property was sold. As of March 31, 2024, December 31, 2023, and March 31, 2023, Camping World Property, LLC, successor by conversion to Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), were parties to loan and security agreements for real estate credit facilities ((as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities”) and together with the M&T Real Estate Facility, the “Real Estate Facilities”). In June 2023, the Real Estate Borrower sold one property located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility. As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $7.4 million was repaid and terminated by the Real Estate Borrower. The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the M&T Real Estate Facility and the CIBC Real Estate Facilities (collectively the “Real Estate Facilities”) at March 31, 2024: As of March 31, 2024 Principal Remaining Wtd. Average (In thousands) Outstanding (1) Available (2) Interest Rate Real Estate Facilities M&T Real Estate Facility $ 206,549 $ 7,390 (3) 7.63% First CIBC Real Estate Facility 3,585 — 8.33% Third CIBC Real Estate Facility 8,934 — 8.08% $ 219,068 $ 7,390 (1) Outstanding principal amounts are net of unamortized finance costs. (2) Amounts cannot be reborrowed. (3) Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility. Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at March 31, 2024 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all financial debt covenants at March 31, 2024, December 31, 2023, and March 31, 2023. Other Long-Term Debt As of March 31, 2024, the outstanding principal balance of other long-term debt was $8.2 million with a weighted average interest rate of 4.27%. |