Good Sam Enterprises Inactive 10-Q12 Nov 132013 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2013
Document and Entity Information	'
Entity Registrant Name	'GOOD SAM ENTERPRISES, LLC
Entity Central Index Key	'0000910560
Document Type	'10-Q
Document Period End Date	30-Sep-13
Amendment Flag	'false
Current Fiscal Year End Date	'--12-31
Entity Current Reporting Status	'Yes
Entity Filer Category	'Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0
Document Fiscal Year Focus	'2013
Document Fiscal Period Focus	'Q3

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
CURRENT ASSETS:	'	'
Cash and cash equivalents	$33,573	$19,946
Accounts receivable, less allowance for doubtful accounts of $2,723 in 2013 and $2,553 in 2012	36,551	31,523
Note from affiliate	2,500	'
Inventories	79,266	65,221
Prepaid expenses and other assets	15,579	13,730
Total current assets	167,469	130,420
PROPERTY AND EQUIPMENT, net	24,700	23,998
AFFILIATE NOTES AND INVESTMENTS	4,934	5,075
INTANGIBLE ASSETS, net	10,938	12,365
GOODWILL	49,944	49,944
DEFERRED TAX ASSETS, net	107	79
OTHER ASSETS	5,640	8,480
Total assets	263,732	230,361
CURRENT LIABILITIES:	'	'
Accounts payable	21,750	17,004
Accrued interest	12,376	3,016
Accrued income taxes	2,401	2,725
Accrued liabilities	32,213	26,929
Deferred revenues and gains	65,978	54,583
Current portion of long-term debt	10,000	10,000
Total current liabilities	144,718	114,257
DEFERRED REVENUES AND GAINS	37,333	34,316
LONG-TERM DEBT, net of current portion	311,385	322,470
OTHER LONG-TERM LIABILITIES	2,264	3,114
Total liabilities	495,700	474,157
COMMITMENTS AND CONTINGENCIES	'	'
MEMBER'S DEFICIT:	'	'
Membership units, 2,000 units issued and outstanding	1	1
Member contributions	78,825	78,825
Accumulated deficit	-310,794	-322,622
Total member's deficit	-231,968	-243,796
Total liabilities and member's deficit	$263,732	$230,361

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
CONSOLIDATED BALANCE SHEETS	'	'
Accounts receivable, allowance for doubtful accounts (in dollars)	$2,723	$2,553
Membership units, units issued (in units)	2,000	2,000
Membership units, units outstanding (in units)	2,000	2,000

CONSOLIDATED_STATEMENTS_OF_INC

CONSOLIDATED STATEMENTS OF INCOME (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
REVENUES:	'	'	'	'
Membership services	$46,457	$44,254	$146,350	$140,661
Retail	102,463	95,359	273,479	255,344
TOTAL REVENUES	148,920	139,613	419,829	396,005
COSTS APPLICABLE TO REVENUES:	'	'	'	'
Membership services	27,359	25,622	85,336	82,326
Retail	63,033	59,031	168,812	156,477
TOTAL COSTS APPLICABLE TO REVENUES	90,392	84,653	254,148	238,803
GROSS PROFIT	58,528	54,960	165,681	157,202
OPERATING EXPENSES:	'	'	'	'
Selling, general and administrative	38,425	38,129	106,942	107,329
Depreciation and amortization	3,120	3,791	9,331	10,623
TOTAL OPERATING EXPENSES	41,545	41,920	116,273	117,952
INCOME FROM OPERATIONS	16,983	13,040	49,408	39,250
NON-OPERATING ITEMS:	'	'	'	'
Interest income	197	215	597	651
Interest expense	-9,758	-11,191	-29,322	-33,552
Gain on derivative instrument	'	1,259	'	3,448
Loss on debt restructure	'	'	'	-440
Gain (Loss) on sale of assets or businesses	-95	-2	1,728	1,257
TOTAL NON-OPERATING ITEMS	-9,656	-9,719	-26,997	-28,636
INCOME BEFORE INCOME TAXES	7,327	3,321	22,411	10,614
INCOME TAX EXPENSE	-70	-57	-182	-168
NET INCOME	$7,257	$3,264	$22,229	$10,446

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net income	$22,229	$10,446
Adjustments to reconcile net income to net cash provided by operating activities:	'	'
Depreciation	6,570	6,443
Amortization	2,761	4,180
Gain on derivative instrument	'	-3,448
Loss on debt extinguishment	'	440
Provision for losses on accounts receivable	688	713
Deferred tax benefit	-28	'
Gain on sale of assets or businesses	-1,728	-1,257
Accretion of original issue discount	787	703
Changes in operating assets and liabilities:	'	'
Accounts receivable	-5,726	-1,244
Inventories	-14,045	-16,965
Prepaid expenses and other assets	-1,873	-4,980
Accounts payable	4,746	4,764
Accrued and other liabilities	13,449	8,227
Deferred revenues and gains	16,197	9,505
Net cash provided by operating activities	44,027	17,527
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Capital expenditures	-7,399	-8,695
Net proceeds from sale of assets or businesses	606	764
Intangible domain names acquisition	-746	-376
Net cash used in investing activities	-7,539	-8,307
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Dividends paid	-10,401	-3,800
Contribution from parent	'	3,025
Borrowings on debt	8,609	10,541
Principal payments on debt	-20,481	-20,450
Payment of debt issue costs	-588	'
Net cash used in financing activities	-22,861	-10,684
NET CHANGE IN CASH AND CASH EQUIVALENTS	13,627	-1,464
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	19,946	20,275
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$33,573	$18,811

BASIS_OF_PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
BASIS OF PRESENTATION	Sep. 30, 2013
BASIS OF PRESENTATION	'
BASIS OF PRESENTATION	'
	(1) BASIS OF PRESENTATION

	Principles of Consolidation — The consolidated financial statements include the accounts of Good Sam Enterprises, LLC (“GSE”), and its subsidiaries (collectively the “Company”), presented in accordance with U.S. generally accepted accounting principles, (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission. Affinity Group Holding, LLC (“AGHI” or “Parent”), a Delaware limited liability company, is the parent of Good Sam Enterprises, LLC. The ultimate parent company of AGHI is AGI Holding Corp. (“AGHC”), a privately-owned corporation. Certain prior period amounts shown within prior period financial statements have been reclassified to conform to the current period presentation.

	These interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2012 and notes thereto included in the Company’s Form 10-K as filed with the Securities and Exchange Commission. In the opinion of management of the Company, these consolidated financial statements contain all adjustments of a normal recurring nature necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.

DISCLOSURES_ABOUT_SEGMENTS_OF_

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION	9 Months Ended
	Sep. 30, 2013
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION	'
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION	'
	(2) DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

	The reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology, management expertise and marketing strategies.

	Due to the sale, in the first quarter of 2013, of the Company’s remaining non-RV publications operated in the Membership Services — Media segment, the Company made a change in its reportable segments by consolidating the Membership Services — Media segment with the Membership Services segment. The remaining publication and show operating units share common management with and cater to the same RV customer base as the Membership Services segment. Accordingly, the Company has two reportable segments: (i) Membership Services, and (ii) Retail.

	The change in disclosure of reportable segment information reflects the manner in which the Company is currently managing its operations as the Company no longer evaluates them as separate businesses. The Company recast the disclosure of historical results into the new business segments for all prior periods included in this report. While this financial data reflects the change in the Company’s reportable segments described above, the Company has not in any way revised or restated its historical financial statements for any period.

	The Membership Services segment operates the Good Sam Club and the Coast to Coast Club and assorted products and services, publications and shows for RV owners, campers and outdoor vacationers. The President’s Club was merged into the Good Sam Club on January 1, 2012, the Golf Card Club was sold on March 1, 2012, and the seven remaining outdoor powersports magazine titles, two powersports shows and two conferences were sold in March 2013, as described in more detail in Note 3 — Statements of Cash Flows. The Retail segment sells specialty retail merchandise and services for RV owners primarily through retail supercenters and mail order catalogs. The Company evaluates performance based on profit or loss from operations before income taxes and unusual items because it believes that such measure is useful in evaluating the income and expenses of each segment that are controllable by management of that segment. In addition, segment profit as presented herein excludes intercompany fees by which interest expense attributable to the Company’s 11.5% senior secured notes due 2016 (the “Senior Secured Notes”) is allocated to such segments as management evaluates the performance of its lines of business before such allocation and this interest expense is evaluated on a consolidated level.

	The Company does not allocate income taxes or unusual items to segments. Financial information by reportable business segment is summarized as follows (in thousands):

			Membership
			Services			Retail			Combined
	THREE MONTHS ENDED SEPTEMBER 30, 2013
	Revenues from external customers		$	46,457		$	102,463		$	148,920
	Depreciation and amortization		504			1,866			2,370
	Loss on sale of property and equipment		(1		)	(94		)	(95		)
	Interest income		562			—			562
	Interest expense		26			526			552
	Segment operating profit		16,770			4,368			21,138

	THREE MONTHS ENDED SEPTEMBER 30, 2012
	Revenues from external customers		$	44,254		$	95,359		$	139,613
	Depreciation and amortization		1,046			1,822			2,868
	Gain (loss) on sale of property and equipment		1			(3		)	(2		)
	Interest income		641			—			641
	Interest expense		25			643			668
	Segment operating profit		14,724			3,230			17,954

	NINE MONTHS ENDED SEPTEMBER 30, 2013
	Revenues from external customers		146,350			273,479			419,829
	Depreciation and amortization		1,656			5,530			7,186
	Gain (loss) on sale of property and equipment		1,833			(105		)	1,728
	Interest income		1,746			—			1,746
	Interest expense		89			1,641			1,730
	Segment operating profit		55,552			7,609			63,161

	NINE MONTHS ENDED SEPTEMBER 30, 2012
	Revenues from external customers		140,661			255,344			396,005
	Depreciation and amortization		2,965			5,259			8,224
	Gain (loss) on sale of property and equipment		1,302			(45		)	1,257
	Interest income		1,977			—			1,977
	Interest expense		25			1,896			1,921
	Segment operating profit		47,839			5,902			53,741

	The following is a reconciliation of operating profit for reportable segments to the Company’s consolidated income before taxes for the three months and nine months ended September 30, 2013 and 2012 (in thousands):

			THREE MONTHS ENDED						NINE MONTHS ENDED
			9/30/13			9/30/12			9/30/13			9/30/12

	Income Before Income Taxes
	Total operating profit for reportable segments		$	21,138		$	17,954		$	63,161		$	53,741
	Unallocated G & A expense		(3,490		)	(4,020		)	(9,864		)	(10,779		)
	Unallocated depreciation and amortization expense		(750		)	(923		)	(2,145		)	(2,399		)
	Unallocated gain on derivative instrument		—			1,259			—			3,448
	Unallocated loss on debt repayment		—			—			—			(440		)
	Elimination of intercompany interest income		(365		)	(426		)	(1,149		)	(1,326		)
	Unallocated interest expense, net of intercompany elimination		(9,206		)	(10,523		)	(27,592		)	(31,631		)
	Income before income taxes		$	7,327		$	3,321		$	22,411		$	10,614

	The following is a reconciliation of assets of reportable segments to the Company’s consolidated total assets as of September 30, 2013 and December 31, 2012 (in thousands):

		9/30/13			12/31/12
Membership Services segment		$	310,317		$	297,012
Retail segment		119,550			101,047
Total assets for reportable segments		429,867			398,059
Intangible assets not allocated to segments		7,885			8,851
Corporate unallocated assets		8,755			8,625
Elimination of intersegment receivable		(182,775		)	(185,174		)
Total assets		$	263,732		$	230,361

STATEMENTS_OF_CASH_FLOWS

STATEMENTS OF CASH FLOWS	9 Months Ended
	Sep. 30, 2013
STATEMENTS OF CASH FLOWS	'
STATEMENTS OF CASH FLOWS	'
	(3) STATEMENTS OF CASH FLOWS

	Supplemental disclosures of cash flow information for the nine months ended September 30 (in thousands):

		2013		2012
	Cash paid during the period for:
	Interest	$	19,175	$	23,561
	Taxes	576		276


	In March 2013, the Company completed the asset sale of seven outdoor powersports magazine titles, two powersports shows and two conferences to EPG Media, LLC for $0.6 million cash and the assumption of certain liabilities and assets, resulting in a gain of $1.8 million. The sale included prepaid assets of $0.5 million, accounts receivable of $0.1 million and the assumption of subscription liabilities totaling $1.8 million. EPG Media, LLC is controlled by Mark Adams, the son of the Chairman of the Company’s Board of Directors, Stephen Adams. The sale was unanimously approved by the Company’s board of directors, including its independent directors, as fair and on terms no less favorable to the Company than available from an independent third party.

	On March 1, 2013, the Company received the requisite consents from noteholders of the Senior Secured Notes to amend (a) the Indenture relating to the outstanding Senior Secured Notes (the “Senior Secured Notes Indenture”) and (b) the Intercreditor Agreement among the Company, the administrative agent under the credit agreement of Camping World, Inc. (“Camping World”) and its subsidiaries dated March 1, 2010 (as amended, “CW Credit Facility”), the collateral agent under the Senior Secured Notes Indenture and certain guarantor subsidiaries of the Company (the “Intercreditor Agreement”), in each case to allow the CW Credit Facility to increase from $25.0 million to $35.0 million. An aggregate fee in the amount of $0.3 million was paid to the consenting noteholders in addition to a $0.3 million amendment fee paid to the current lender of the CW Credit Facility. See Note 5 — Debt.

	Effective August 1, 2012, the Company acquired the Good Sam TravelAssist Program (“GSTA”) from a current marketing partner. GSTA provides travel assistance services, including emergency medical assistance and evacuation assistance services to its members. The acquisition provides the Company full control of the marketing strategies for the program. The results of the GSTA operations have been included in the consolidated financial statements since that date. Prior to the acquisition, the Company had a pre-existing relationship with the marketing partner and received a marketing fee for each membership contract sold to our marketing database. The contingent consideration arrangement requires the Company to pay an agreed upon percentage of acquisition and renewal revenue over a five year period ending on July, 31, 2017 and will be paid monthly. The preliminary fair value of the contingent consideration arrangement at the acquisition date was $3.0 million. We estimated the fair value of the contingent consideration using a discounted cash flow model. The contingent consideration approximates the projected amount that would have been received by the marketing partner over the next five years if the prior marketing agreement was extended. This fair value measurement was based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of September 30, 2013, there were no significant changes in estimated contingent consideration recognized as a result of the acquisition. The purchase price was allocated to intangible customer lists and was assigned a life of 5 years.

	For the nine months ended September 30, 2012, the Company recorded an adjustment to the fair value of the interest rate swap resulting in a non-cash gain on derivative instruments of $3.4 million in the Statement of Income for the nine months ended September 30, 2012.

	In June 2012, the Company completed the sale of various home and garden shows for approximately $0.6 million, resulting in a gain of $0.7 million. Included in the sale was $0.1 million of prepaid deposits related to the home and garden shows.

	In March 2012, the Company completed the sale of the Golf Card Club for approximately $0.2 million, of which $0.1 million was paid at closing date, resulting in a gain of approximately $0.5 million. Included in the sale was $0.3 million of deferred revenue related to the Golf Card Club.

	On February 27, 2012, and in accordance with the provisions of the Senior Secured Notes Indenture pursuant to which the Company issued its Senior Secured Notes, the Company completed an excess cash flow offer to purchase of $7.4 million in principal amount of the Senior Secured Notes. These Senior Secured Notes were purchased by the Company and retired on February 27, 2012. See Note 5 - Debt. The loss on debt extinguishment includes a $0.1 million premium, $0.1 million of unamortized original issue discount and $0.2 million of capitalized finance expense related to the $7.4 million in principal purchased on February 27, 2012. On July 31, 2012, the Company completed an excess cash flow offer to purchase up to $4.95 million in principal amount of the Senior Secured Notes. The amount of Senior Secured Notes tendered was $4,000. These Senior Secured Notes were purchased by the Company and retired on August 7, 2012.

GOODWILL_AND_INTANGIBLE_ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2013
GOODWILL AND INTANGIBLE ASSETS	'
GOODWILL AND INTANGIBLE ASSETS	'
	(4) GOODWILL AND INTANGIBLE ASSETS

	The Company reviews goodwill and indefinite-lived intangible assets for impairment at least annually and more often when impairment indicators are present. The Company performs its annual impairment test during the fourth quarter. Under the accounting guidance for goodwill and other intangible assets, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value.

	The Company’s reporting units are generally consistent with the operating segments underlying the reporting segments identified in Note 2 — Disclosures about Segments of an Enterprise and Related Information.

	Finite-lived intangible assets, related accumulated amortization and weighted average useful life consisted of the following at September 30, 2013 (in thousands, except as noted):

		Weighted
		Average Useful			Accumulated
		Life (in years)	Gross		Amortization			Net

	Membership and customer lists	5	$	34,679	$	(31,312	)	$	3,367
	Deferred financing costs	6	15,692		(8,121		)	7,571
			$	50,371	$	(39,433	)	$	10,938

DEBT

DEBT	9 Months Ended
DEBT	Sep. 30, 2013
DEBT	'
DEBT	'
	(5) DEBT

	Senior Secured Notes

	On November 30, 2010, the Company issued $333.0 million principal amount of the Senior Secured Notes at an original issue discount of $6.9 million, or 2.1%. Interest on the Senior Secured Notes at a rate of 11.5% per annum is due each December 1 and June 1 commencing June 1, 2011. The Senior Secured Notes mature on December 1, 2016. The Company used the net proceeds of $326.0 million from the issuance of the Senior Secured Notes: (i) to irrevocably redeem or otherwise retire all of the outstanding 9% senior subordinated notes due 2012 in an approximate amount (including accrued interest through but not including November 30, 2010) of $142.5 million; (ii) to permanently repay all of the outstanding indebtedness under our existing senior secured credit facility in an approximate amount (including call premium and accrued interest through but not including November 30, 2010) of $153.4 million; (iii) to make a $19.6 million distribution to the Company’s Parent to enable it, together with other funds contributed to the Parent, to redeem, repurchase or otherwise acquire for value and satisfy and discharge all of its outstanding 10 7/8% senior notes due 2012; and (iv) to pay related fees and expenses in connection with the foregoing transactions and to provide for general corporate purposes. As of September 30, 2013, an aggregate of $325.6 million of Senior Secured Notes remain outstanding.

	The Senior Secured Notes 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. All of the Company’s subsidiaries other than CWFR Capital Corp. (“CWFR”) are designated as restricted subsidiaries, and CWFR constitutes our only “unrestricted subsidiary”. In the event of a bankruptcy, liquidation or reorganization of an unrestricted subsidiary, holders of the indebtedness of an unrestricted subsidiary and their trade creditors are generally entitled to payment of their claims from the assets of an unrestricted subsidiary before any assets are made available for distribution to us. As a result, with respect to assets of unrestricted subsidiaries, the Senior Secured Notes are structurally subordinated to the prior payment of all of the debts of such unrestricted subsidiaries.

	The Senior Secured Notes Indenture limits the Company’s ability to, among other things, incur more debt, pay dividends or make other distributions to the Company’s Parent, redeem stock, make certain investments, create liens, enter into transactions with affiliates, merge or consolidate, transfer or sell assets and make capital expenditures.

	Subject to certain conditions, the Company is required to offer to redeem Senior Secured Notes each June 30, and December 31 beginning December 31, 2011 at 101% of principal amount tendered for redemption in an aggregate amount of the Excess Cash Flow Amount (as defined in the Senior Secured Indenture) for the respective period. For the calendar year ended December 31, 2011, the Excess Cash Flow Amount was the greater of $7.5 million or 75% of the Excess Cash Flow. For each six month period ending on June 30 beginning June 30, 2012, the minimum Excess Cash Flow Amount is $5.0 million if the then outstanding aggregate principal amount of the Senior Secured Notes exceeds $233.0 million or $1.0 million if the then outstanding aggregate principal amount of the Senior Secured Notes is $233.0 million or less (such amount called the “Minimum Excess Cash Flow”). For the calendar years commencing with the calendar year ended December 31, 2012, the Excess Cash Flow Amount is the greater of (i) the Minimum Excess Cash Flow Amount, or (ii) (x) 75% of Excess Cash Flow for such annual period, minus (y) the Minimum Excess Cash Flow Amount for the immediately preceding six months period ending on June 30. On February 27, 2012, the Company completed an excess cash flow offer to purchase $7.4 million in principal amount of the Company’s outstanding Senior Secured Notes. The Senior Secured Notes were purchased by the Company and retired on February 27, 2012, resulting in a $0.4 million loss on debt extinguishment. On July 31, 2012, the Company completed an excess cash flow offer to purchase up to $4.95 million in principal amount of the Senior Secured Notes. The amount of Senior Secured Notes tendered was $4,000. These Senior Secured Notes were purchased by the Company and retired on August 7, 2012. On each of April 10, 2013 and July 29, 2013, the Company completed excess cash flow offers to purchase $4.95 million in principal amount of the Senior Secured Notes. No Senior Secured Notes were tendered in either offer.

	The Senior Secured Notes and the related guarantees are the Company’s and the guarantors’ senior secured obligations. The Senior Secured Notes (i) rank senior in right of payment to all of our and the guarantors’ existing and future subordinated indebtedness, (ii) rank equal in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness other than the obligations of Camping World and its subsidiaries under the CW Credit Facility and future replacements of that facility, (iii) are structurally subordinated to all future indebtedness of the Company’s subsidiaries that are not guarantors of the Senior Secured Notes and (iv) are effectively subordinated to the CW Credit Facility and any future credit facilities in replacement thereof to the extent of the value of the collateral securing indebtedness under such facilities.

	CW Credit Facility

	On March 1, 2010, our wholly-owned subsidiary Camping World entered into the CW Credit Facility providing for an asset based lending facility of up to $22.0 million, of which $10.0 million is available for letters of credit and $12.0 million is available for revolving loans. Interest rates on the revolving loans under the CW Credit Facility floated at either 3.25% over the base rate (defined as the greater of the prime rate, federal funds rate plus 50 basis points or 1 month LIBOR) for borrowings whose interest is based on the prime rate or 3.25% over the LIBOR rate (defined as the LIBOR rate applicable to the period of the respective LIBOR borrowings) for borrowings whose interest is based on LIBOR. On December 30, 2010, the CW Credit Facility was amended to extend the maturity to September 1, 2014, to decrease the interest rate margin to 2.75%, to remove the 1% LIBOR floor, to increase the revolving loan commitment amount from $12.0 million to $20.0 million, with a $5.0 million sublimit for letters of credit, and to decrease the letters of credit commitment from $10.0 million to $5.0 million. On April 23, 2012, the Company amended the CW Credit Facility to (a) increase borrowing availability by reducing the collateral availability block from $5.0 million to $2.5 million from October 1st of each year through the last day of February of the immediately following year, (b) eliminate any restrictions on the number of new store openings during the year, and (c) increase the interest rate margin from 2.75% to 3.25%. On July 23, 2012, Camping World amended the CW Credit Facility to provide that capital expenditures may be incurred in excess of $5.0 million if during such fiscal year (a) the holders of Camping World’s equity interest make a cash common equity contribution to Camping World in an amount at least equal to such excess, or (b) Camping World or its subsidiaries receive proceeds from asset sales (other than inventory sold in the ordinary course of business) in an amount at least equal to such excess.

	On March 1, 2013, the Company received the requisite consents from noteholders of the Senior Secured Notes to amend the Indenture relating to the Senior Secured Notes outstanding and the Company’s Intercreditor Agreement to allow the CW Credit Facility to increase from $25.0 million to $35.0 million. An aggregate fee in the amount of $0.3 million was paid to the consenting noteholders. Consequently, Camping World, Inc. amended its agreement with the current lender of the CW Credit Facility to increase the facility to $35.0 million, reduce the interest rate margin to 2.50%, and extend the maturity to the earlier of March 1, 2018 or 180 days prior to the maturity of the Senior Secured Notes or any notes issued or exchanged to refinance the Senior Secured Notes. The Company paid a $0.3 million fee to the current lender of the CW Credit Facility for the amendment.

	The CW Credit Facility contains affirmative covenants, including financial covenants, and negative covenants. Borrowings under the CW Credit Facility are guaranteed by the direct and indirect subsidiaries of Camping World and are secured by a pledge on the stock of Camping World and its direct and indirect subsidiaries and liens on the assets of Camping World and its direct and indirect subsidiaries. Borrowings under the CW Credit Facility are based on the borrowing base of eligible inventory and accounts receivable of Camping World and its subsidiaries. The administrative agent under the CW Credit Facility, the collateral agent under the Senior Secured Notes Indenture, the Company, and certain guarantor subsidiaries of the Company entered into the Intercreditor Agreement that governs their rights to the collateral pledged to secure the respective indebtedness of the Company and the guarantors pursuant to the CW Credit Facility and the Senior Secured Notes Indenture. As of September 30, 2013, there were no borrowings under the revolver and $5.3 million of letters of credit were issued.

	The Senior Secured Notes Indenture and the CW Credit Facility contain certain restrictive covenants relating to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sale of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. The Company was in compliance with all debt covenants at September 30, 2013.

NOTES_OFFERING_GUARANTOR_AND_N

NOTES OFFERING, GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION	9 Months Ended
	Sep. 30, 2013
NOTES OFFERING, GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION	'
NOTES OFFERING, GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION	'
	(6) NOTES OFFERING, GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

	In November 2010, the Company completed an offering of $333.0 million principal amount of the Senior Secured Notes. See Note 5 - Debt. The Company’s present and future restricted subsidiaries guarantee the Senior Secured Notes with unconditional guarantees of payment.

	All of the Company’s restricted subsidiaries have jointly and severally guaranteed the indebtedness under the Senior Secured Notes. Full financial statements of the Guarantors have not been included because, pursuant to their respective guarantees, the Guarantors are jointly and severally liable with respect to the Senior Secured Notes. The Company’s unrestricted subsidiary, CWFR Capital Corp. is a not a guarantor of the Senior Secured Notes.

	The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries as of and for the nine months ended September 30, 2013 (in thousands).

			GSE			GUARANTORS			NON-			ELIMINATIONS			GSE
									GUARANTOR						CONSOLIDATED

	Cash & cash equivalents		$	24,380		$	9,193		$	—		$	—		$	33,573
	Accounts receivable - less allowance for doubtful accounts		4,122			215,204						(182,775		)	36,551
	Note from affiliate		2,500			—						—			2,500
	Inventories		—			79,266			—			—			79,266
	Prepaid expenses and other assets		1,290			14,289			—			—			15,579
	Total current assets		32,292			317,952			—			(182,775		)	167,469

	Property and equipment, net		3,336			21,364			—			—			24,700
	Affiliate note and investments		40,000			4,934			—			(40,000		)	4,934
	Intangible assets, net		7,885			3,053			—			—			10,938
	Goodwill		49,944			—			—			—			49,944
	Investment in subsidiaries		838,741			—			—			(838,741		)	—
	Deferred tax assets, net		—			107						—			107
	Other assets		3,741			1,899			—			—			5,640
	Total assets		$	975,939		$	349,309		$	—		$	(1,061,516	)	$	263,732

	Accounts payable		$	245		$	21,505		$	—		$	—		$	21,750
	Accrued and other liabilities		17,179			29,811			—			—			46,990
	Deferred revenue and gains		1,270			64,708			—			—			65,978
	Current portion of long-term debt		192,775			40,000			—			(222,775		)	10,000
	Total current liabilities		211,469			156,024						(222,775		)	144,718

	Deferred revenue and gains		1,829			35,504			—			—			37,333
	Long-term debt, net of current portion		311,385			—			—			—			311,385
	Other long-term liabilities		683,224			(680,960		)	—			—			2,264
	Total liabilities		1,207,907			(489,432		)				(222,775		)	495,700

	Interdivisional equity		—			838,741			—			(838,741		)	—
	Member’s deficit		(231,968		)	—			—			—			(231,968		)
	Total liabilities & member’s deficit		$	975,939		$	349,309		$	—		$	(1,061,516	)	$	263,732

									NON-						GSE
			GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
	Revenue		$	4,239		$	416,892		$	—		$	(1,302	)	$	419,829
	Costs applicable to revenues		(3,370		)	(252,080		)	—			1,302			(254,148		)
	Operating expenses		(12,151		)	(104,122		)	—			—			(116,273		)
	Interest expense, net		(28,741		)	16			—			—			(28,725		)
	Income from investment in consolidated subsidiaries		42,510			—			—			(42,510		)	—
	Other non operating income (expenses)		19,754			(18,026		)	—			—			1,728
	Income tax expense		(12		)	(170		)	—			—			(182		)
	Net income		$	22,229		$	42,510		$	—		$	(42,510	)	$	22,229

	Cash flows from operations		$	2,961		$	41,066		$	—		$	—		$	44,027
	Cash flows used in investing activites		(1,955		)	(5,584		)	—			—			(7,539		)
	Cash flows provided by (used in) financing activities		20,195			(43,056		)	—			—			(22,861		)
	Cash at beginning of year		3,179			16,767			—			—			19,946
	Cash at end of period		$	24,380		$	9,193		$	—		$	—		$	33,573

	The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries as of and for the three months ended September 30, 2013 (in thousands).

									NON-						GSE
			GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
Revenue		$	973		$	148,246		$	—		$	(299	)	$	148,920
Costs applicable to revenues		(586		)	(90,105		)	—			299			(90,392		)
Operating expenses		(4,260		)	(37,285		)	—			—			(41,545		)
Interest expense, net		(9,571		)	10			—			—			(9,561		)
Income from investment in consolidated subsidiaries		14,221			—			—			(14,221		)	—
Other non operating income (expenses)		6,484			(6,579		)	—			—			(95		)
Income tax expense		(4		)	(66		)	—			—			(70		)
Net income		$	7,257		$	14,221		$	—		$	(14,221	)	$	7,257

The following are summarized balance sheet statements setting forth certain financial information concerning the Guarantor Subsidiaries as of December 31, 2012 (in thousands).

								NON-						GSE
		GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
Cash & cash equivalents		$	3,179		$	16,767		$	—		$	—		$	19,946
Accounts receivable - less allowance for doubtful accounts		3,308			213,617						(185,402		)	31,523
Inventories		—			65,221			—			—			65,221
Prepaid expenses and other assets		881			12,849			—			—			13,730
Total current assets		7,368			308,454			—			(185,402		)	130,420

Property and equipment, net		2,701			21,297			—			—			23,998
Affiliate note and investments		40,000			5,075			—			(40,000		)	5,075
Intangible assets, net		8,851			3,514			—			—			12,365
Goodwill		49,944			—			—			—			49,944
Investment in subsidiaries		796,231			—			—			(796,231		)	—
Deferred tax assets, net		—			79			—			—			79
Other assets		6,257			2,223			—			—			8,480
Total assets		$	911,352		$	340,642		$	—		$	(1,021,633	)	$	230,361

Accounts payable		$	631		$	16,373		$	—		$	—		17,004
Accrued and other liabilities		8,596			24,074			—			—			32,670
Deferred revenue and gains		126			54,457			—			—			54,583
Current portion of long-term debt		195,402			40,000			—			(225,402		)	10,000
Total current liabilities		204,755			134,904						(225,402		)	114,257

Deferred revenue and gains		1,922			32,394			—			—			34,316
Long-term debt, net of current portion		310,598			11,872			—			—			322,470
Other long-term liabilities		637,873			(634,759		)	—			—			3,114
Total liabilities		1,155,148			(455,589		)				(225,402		)	474,157

Interdivisional equity		—			796,231			—			(796,231		)	—
Member’s deficit		(243,796		)	—			—			—			(243,796		)
Total liabilities & member’s deficit		$	911,352		$	340,642		$	—		$	(1,021,633	)	$	230,361

The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries for the nine months ended September 30, 2012 (in thousands).

								NON-						GSE
		GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
Revenue		$	6,499		$	395,213		$	—		$	(5,707	)	$	396,005
Costs applicable to revenues		(8,026		)	(236,484		)	—			5,707			(238,803		)
Operating expenses		(13,329		)	(104,623		)	—			—			(117,952		)
Interest expense, net		(32,957		)	56			—			—			(32,901		)
Income from investment in consolidated subsidiaries		36,991			—			—			(36,991		)	—
Other non operating income (expenses)		21,410			(17,145		)	—			—			4,265
Income tax expense		(142		)	(26		)	—			—			(168		)
Net income		$	10,446		$	36,991		$	—		$	(36,991	)	$	10,446

Cash flows from operations		$	(43,863	)	$	59,365		$	—		$	2,025		$	17,527
Cash flows provided by (used in) investing activities		(1,607		)	(6,700		)	—			—			(8,307		)
Cash flows provided (used in) by financing activities		52,414			(61,073		)	—			(2,025		)	(10,684		)
Cash at beginning of year		7,749			12,526			—			—			20,275
Cash at end of period		$	14,693		$	4,118		$	—		$	—		$	18,811

The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries for the three months ended September 30, 2012 (in thousands).

								NON-						GSE
		GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
Revenue		$	1,297		$	139,569		$	—		$	(1,253	)	$	139,613
Costs applicable to revenues		(1,314		)	(84,592		)	—			1,253			(84,653		)
Operating expenses		(4,991		)	(36,929		)	—			—			(41,920		)
Interest expense, net		(10,949		)	(27		)	—			—			(10,976		)
Income from investment in consolidated subsidiaries		11,847			—			—			(11,847		)	—
Other non operating income (expenses)		7,405			(6,148		)	—			—			1,257
Income tax expense		(31		)	(26		)	—			—			(57		)
Net income		$	3,264		$	11,847		$	—		$	(11,847	)	$	3,264

INTEREST_RATE_SWAP_AGREEMENTS

INTEREST RATE SWAP AGREEMENTS	9 Months Ended
	Sep. 30, 2013
INTEREST RATE SWAP AGREEMENTS	'
INTEREST RATE SWAP AGREEMENTS	'
	(7) INTEREST RATE SWAP AGREEMENTS

	The Company is exposed to certain risks related to its business operations. The primary risks that the Company managed by using derivatives was interest rate risk. The Company used financial instruments, including interest rate swap agreements, to reduce the Company’s risk to this exposure. The Company does not use derivatives for speculative trading purposes and is not a party to leveraged derivatives. The Company recognized all of its derivative instruments as either assets or liabilities at fair value.

	Fair value was determined in accordance with the accounting guidance for Fair Value Measurements. See Note 8 — Fair Value Measurements. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For derivatives designated as hedges under the accounting guidance for derivative instruments and hedging activities, the Company formally assesses, both at inception and periodically thereafter, whether the hedging derivatives are highly effective in offsetting changes in either the fair value or cash flows of the hedged item. The Company’s derivatives that are not designated and do not qualify as hedges under the accounting guidance for derivative instruments and hedging activities were adjusted to fair value through current earnings.

	On October 15, 2007, the Company entered into a five-year interest rate swap agreement with a notional amount of $100.0 million from which it received periodic payments at the 3 month LIBOR-based variable rate and made periodic payments at a fixed rate of 5.135%, with settlement and rate reset dates every January 31, April 30, July 31, and October 31. The interest rate swap agreement was effective beginning October 31, 2007 and expired on October 31, 2012. On March 19, 2008, the Company entered into a 4.5 year interest rate swap agreement effective April 30, 2008 with a notional amount of $35.0 million from which it received periodic payments at the 3 month LIBOR-based variable rate and made periodic payments at a fixed rate of 3.430%, with settlement and rate reset dates every January 31, April 30, July 31, and October 31. The interest rate swap was effective beginning April 30, 2008 and expired on October 31, 2012. The fair value of the swap agreements were zero at inception. The Company entered into the interest rate swap agreements to limit the effect of variable interest rates on the Company’s floating rate debt. The interest rate swap agreements were originally designated as cash flow hedges of the variable rate interest payments due on $135.0 million of the term loans and the revolving credit facility issued June 24, 2003, and accordingly, the effective portion of gains and losses on the fair value of the interest rate swap agreements were previously reported in accumulated other comprehensive loss and reclassified to earnings in the same period in which the hedged interest payment affected earnings.

	On October 31, 2012, the Company’s remaining interest rate swap agreements expired. The Company is currently not a party to any interest rate swap agreements.

	The following is the location and amount of gains and losses on derivative instruments in the statement of operations for the nine months ended September 30, 2013 and 2012 (in thousands):

		Interest Rate Swap Agreements
		9/30/13		9/30/12
	Derivatives not designated as hedging instruments:
	Amount of Gain recognized in income on Statement of Operations	$	—	$	3,448

	Location of Gain recognized in Statement of Operations	Gain on derivative instrument

FAIR_VALUE_MEASUREMENTS

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2013

FAIR VALUE MEASUREMENTS

(8) 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.

As of September 30, 2013 and December 31, 2012, the Company holds contingent consideration that is required to be measured at fair value on a recurring basis. The contingent consideration arrangement involves the purchase of the Good Sam Travel- Assist program from a current marketing partner which requires the Company to pay an agreed upon percentage of acquisition and renewal revenue over a five year period ending on July 31, 2017. The contingent consideration approximates the projected amount that would have been received by the marketing partner over the next five years if the prior marketing agreement was extended. This fair value measurement was based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820.

The Company’s liability at September 30, 2013 and December 31, 2012, measured at fair value on a recurring basis subject to the disclosure requirements from accounting guidance, was as follows:

Fair Value Measurements at Reporting Date Using

(in thousands)

Quoted Prices in

Significant Other

Significant

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Description

Amount

(Level 1)

(Level 2)

(Level 3)

As of September 30, 2013:

Contingent consideration

(1,961

)

—

(1,961

)

As of December 31, 2012:

Contingent consideration

(2,693

)

—

(2,693

)

The fair value of the contingent consideration was calculated using a discounted cash flow model.

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 2013 and 2012 of assets and liabilities that are not measured at fair value on a recurring basis.

The following table presents the reported carrying value and fair value information for the Company’s Senior Secured Notes and the CW Credit Facility. The fair values shown below for the Senior Secured Notes is based on quoted prices in the market for identical assets (Level 1), and the CW Credit Facility is based on indirect observable inputs (Level 2) (in thousands):

9/30/13

12/31/12

Carrying Value

Fair Value

Carrying Value

Fair Value

Senior Secured Notes

321,385

349,992

320,598

348,364

CW Credit Facility

—

11,872

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2013
SUBSEQUENT EVENTS	'
SUBSEQUENT EVENTS	'
	(9) SUBSEQUENT EVENTS

	The Company has completed an evaluation of all subsequent events through the filing date and concluded that, other than noted below, no other subsequent events have occurred that would require recognition in the Company’s Consolidated Financial Statements or disclosed in the Notes to the Consolidated Financial Statements.

	On November 5, 2013, the Company announced that an intermediate parent, CWGS Group, LLC, a Delaware limited liability company (the “CWGS”), which also owns the outstanding equity interests of its affiliate FreedomRoads Holding Company, LLC that operates RV dealerships throughout the United States, is seeking commitments for a privately arranged senior secured financing (the “Refinancing”). As part of the Refinancing, on November 5, 2013 the Company launched a tender offer, to purchase for cash any and all its outstanding Senior Secured Notes (the “Tender Offer”), subject to the consummation of the Refinancing on terms satisfactory to the Company and CWGS. The complete terms and conditions of the Tender Offer are set forth in an Offer to Purchase sent to holders of the Senior Secured Notes.

DISCLOSURES_ABOUT_SEGMENTS_OF_1

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2013
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION	'
Schedule of financial information by reportable business segment	'
	Financial information by reportable business segment is summarized as follows (in thousands):

		Membership
		Services			Retail			Combined
	THREE MONTHS ENDED SEPTEMBER 30, 2013
	Revenues from external customers	$	46,457		$	102,463		$	148,920
	Depreciation and amortization	504			1,866			2,370
	Loss on sale of property and equipment	(1		)	(94		)	(95		)
	Interest income	562			—			562
	Interest expense	26			526			552
	Segment operating profit	16,770			4,368			21,138

	THREE MONTHS ENDED SEPTEMBER 30, 2012
	Revenues from external customers	$	44,254		$	95,359		$	139,613
	Depreciation and amortization	1,046			1,822			2,868
	Gain (loss) on sale of property and equipment	1			(3		)	(2		)
	Interest income	641			—			641
	Interest expense	25			643			668
	Segment operating profit	14,724			3,230			17,954

	NINE MONTHS ENDED SEPTEMBER 30, 2013
	Revenues from external customers	146,350			273,479			419,829
	Depreciation and amortization	1,656			5,530			7,186
	Gain (loss) on sale of property and equipment	1,833			(105		)	1,728
	Interest income	1,746			—			1,746
	Interest expense	89			1,641			1,730
	Segment operating profit	55,552			7,609			63,161

	NINE MONTHS ENDED SEPTEMBER 30, 2012
	Revenues from external customers	140,661			255,344			396,005
	Depreciation and amortization	2,965			5,259			8,224
	Gain (loss) on sale of property and equipment	1,302			(45		)	1,257
	Interest income	1,977			—			1,977
	Interest expense	25			1,896			1,921
	Segment operating profit	47,839			5,902			53,741
Schedule of reconciliation of operating profit for reportable segments to the Company's consolidated income before taxes	'
	The following is a reconciliation of operating profit for reportable segments to the Company’s consolidated income before taxes for the three months and nine months ended September 30, 2013 and 2012 (in thousands):

		THREE MONTHS ENDED						NINE MONTHS ENDED
		9/30/13			9/30/12			9/30/13			9/30/12

	Income Before Income Taxes
	Total operating profit for reportable segments	$	21,138		$	17,954		$	63,161		$	53,741
	Unallocated G & A expense	(3,490		)	(4,020		)	(9,864		)	(10,779		)
	Unallocated depreciation and amortization expense	(750		)	(923		)	(2,145		)	(2,399		)
	Unallocated gain on derivative instrument	—			1,259			—			3,448
	Unallocated loss on debt repayment	—			—			—			(440		)
	Elimination of intercompany interest income	(365		)	(426		)	(1,149		)	(1,326		)
	Unallocated interest expense, net of intercompany elimination	(9,206		)	(10,523		)	(27,592		)	(31,631		)
	Income before income taxes	$	7,327		$	3,321		$	22,411		$	10,614
Schedule of reconciliation of assets of reportable segments to the consolidated total assets	'
	The following is a reconciliation of assets of reportable segments to the Company’s consolidated total assets as of September 30, 2013 and December 31, 2012 (in thousands):

		9/30/13			12/31/12
	Membership Services segment	$	310,317		$	297,012
	Retail segment	119,550			101,047
	Total assets for reportable segments	429,867			398,059
	Intangible assets not allocated to segments	7,885			8,851
	Corporate unallocated assets	8,755			8,625
	Elimination of intersegment receivable	(182,775		)	(185,174		)
	Total assets	$	263,732		$	230,361

STATEMENTS_OF_CASH_FLOWS_Table

STATEMENTS OF CASH FLOWS (Tables)	9 Months Ended
	Sep. 30, 2013
STATEMENTS OF CASH FLOWS	'
Schedule of supplemental disclosure of cash flow information	'
	Supplemental disclosures of cash flow information for the nine months ended September 30 (in thousands):

		2013		2012
	Cash paid during the period for:
	Interest	$	19,175	$	23,561
	Taxes	576		276

GOODWILL_AND_INTANGIBLE_ASSETS1

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
GOODWILL AND INTANGIBLE ASSETS (Tables)	Sep. 30, 2013
GOODWILL AND INTANGIBLE ASSETS	'
Schedule of finite-lived intangible assets, related accumulated amortization and weighted average useful life	'
	Finite-lived intangible assets, related accumulated amortization and weighted average useful life consisted of the following at September 30, 2013 (in thousands, except as noted):

		Weighted
		Average Useful			Accumulated
		Life (in years)	Gross		Amortization			Net

	Membership and customer lists	5	$	34,679	$	(31,312	)	$	3,367
	Deferred financing costs	6	15,692		(8,121		)	7,571
			$	50,371	$	(39,433	)	$	10,938

NOTES_OFFERING_GUARANTOR_AND_N1

NOTES OFFERING, GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2013
NOTES OFFERING, GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION	'
Summary of financial information concerning the Guarantor Subsidiaries	'
	The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries as of and for the nine months ended September 30, 2013 (in thousands).

			GSE			GUARANTORS			NON-			ELIMINATIONS			GSE
									GUARANTOR						CONSOLIDATED

	Cash & cash equivalents		$	24,380		$	9,193		$	—		$	—		$	33,573
	Accounts receivable - less allowance for doubtful accounts		4,122			215,204						(182,775		)	36,551
	Note from affiliate		2,500			—						—			2,500
	Inventories		—			79,266			—			—			79,266
	Prepaid expenses and other assets		1,290			14,289			—			—			15,579
	Total current assets		32,292			317,952			—			(182,775		)	167,469

	Property and equipment, net		3,336			21,364			—			—			24,700
	Affiliate note and investments		40,000			4,934			—			(40,000		)	4,934
	Intangible assets, net		7,885			3,053			—			—			10,938
	Goodwill		49,944			—			—			—			49,944
	Investment in subsidiaries		838,741			—			—			(838,741		)	—
	Deferred tax assets, net		—			107						—			107
	Other assets		3,741			1,899			—			—			5,640
	Total assets		$	975,939		$	349,309		$	—		$	(1,061,516	)	$	263,732

	Accounts payable		$	245		$	21,505		$	—		$	—		$	21,750
	Accrued and other liabilities		17,179			29,811			—			—			46,990
	Deferred revenue and gains		1,270			64,708			—			—			65,978
	Current portion of long-term debt		192,775			40,000			—			(222,775		)	10,000
	Total current liabilities		211,469			156,024						(222,775		)	144,718

	Deferred revenue and gains		1,829			35,504			—			—			37,333
	Long-term debt, net of current portion		311,385			—			—			—			311,385
	Other long-term liabilities		683,224			(680,960		)	—			—			2,264
	Total liabilities		1,207,907			(489,432		)				(222,775		)	495,700

	Interdivisional equity		—			838,741			—			(838,741		)	—
	Member’s deficit		(231,968		)	—			—			—			(231,968		)
	Total liabilities & member’s deficit		$	975,939		$	349,309		$	—		$	(1,061,516	)	$	263,732

									NON-						GSE
			GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
	Revenue		$	4,239		$	416,892		$	—		$	(1,302	)	$	419,829
	Costs applicable to revenues		(3,370		)	(252,080		)	—			1,302			(254,148		)
	Operating expenses		(12,151		)	(104,122		)	—			—			(116,273		)
	Interest expense, net		(28,741		)	16			—			—			(28,725		)
	Income from investment in consolidated subsidiaries		42,510			—			—			(42,510		)	—
	Other non operating income (expenses)		19,754			(18,026		)	—			—			1,728
	Income tax expense		(12		)	(170		)	—			—			(182		)
	Net income		$	22,229		$	42,510		$	—		$	(42,510	)	$	22,229

	Cash flows from operations		$	2,961		$	41,066		$	—		$	—		$	44,027
	Cash flows used in investing activites		(1,955		)	(5,584		)	—			—			(7,539		)
	Cash flows provided by (used in) financing activities		20,195			(43,056		)	—			—			(22,861		)
	Cash at beginning of year		3,179			16,767			—			—			19,946
	Cash at end of period		$	24,380		$	9,193		$	—		$	—		$	33,573

	The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries as of and for the three months ended September 30, 2013 (in thousands).

									NON-						GSE
			GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
	Revenue		$	973		$	148,246		$	—		$	(299	)	$	148,920
	Costs applicable to revenues		(586		)	(90,105		)	—			299			(90,392		)
	Operating expenses		(4,260		)	(37,285		)	—			—			(41,545		)
	Interest expense, net		(9,571		)	10			—			—			(9,561		)
	Income from investment in consolidated subsidiaries		14,221			—			—			(14,221		)	—
	Other non operating income (expenses)		6,484			(6,579		)	—			—			(95		)
Income tax expense		(4		)	(66		)	—			—			(70		)
Net income		$	7,257		$	14,221		$	—		$	(14,221	)	$	7,257

The following are summarized balance sheet statements setting forth certain financial information concerning the Guarantor Subsidiaries as of December 31, 2012 (in thousands).

								NON-						GSE
		GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
Cash & cash equivalents		$	3,179		$	16,767		$	—		$	—		$	19,946
Accounts receivable - less allowance for doubtful accounts		3,308			213,617						(185,402		)	31,523
Inventories		—			65,221			—			—			65,221
Prepaid expenses and other assets		881			12,849			—			—			13,730
Total current assets		7,368			308,454			—			(185,402		)	130,420

Property and equipment, net		2,701			21,297			—			—			23,998
Affiliate note and investments		40,000			5,075			—			(40,000		)	5,075
Intangible assets, net		8,851			3,514			—			—			12,365
Goodwill		49,944			—			—			—			49,944
Investment in subsidiaries		796,231			—			—			(796,231		)	—
Deferred tax assets, net		—			79			—			—			79
Other assets		6,257			2,223			—			—			8,480
Total assets		$	911,352		$	340,642		$	—		$	(1,021,633	)	$	230,361

Accounts payable		$	631		$	16,373		$	—		$	—		17,004
Accrued and other liabilities		8,596			24,074			—			—			32,670
Deferred revenue and gains		126			54,457			—			—			54,583
Current portion of long-term debt		195,402			40,000			—			(225,402		)	10,000
Total current liabilities		204,755			134,904						(225,402		)	114,257

Deferred revenue and gains		1,922			32,394			—			—			34,316
Long-term debt, net of current portion		310,598			11,872			—			—			322,470
Other long-term liabilities		637,873			(634,759		)	—			—			3,114
Total liabilities		1,155,148			(455,589		)				(225,402		)	474,157

Interdivisional equity		—			796,231			—			(796,231		)	—
Member’s deficit		(243,796		)	—			—			—			(243,796		)
Total liabilities & member’s deficit		$	911,352		$	340,642		$	—		$	(1,021,633	)	$	230,361

The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries for the nine months ended September 30, 2012 (in thousands).

								NON-						GSE
		GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
Revenue		$	6,499		$	395,213		$	—		$	(5,707	)	$	396,005
Costs applicable to revenues		(8,026		)	(236,484		)	—			5,707			(238,803		)
Operating expenses		(13,329		)	(104,623		)	—			—			(117,952		)
Interest expense, net		(32,957		)	56			—			—			(32,901		)
Income from investment in consolidated subsidiaries		36,991			—			—			(36,991		)	—
Other non operating income (expenses)		21,410			(17,145		)	—			—			4,265
Income tax expense		(142		)	(26		)	—			—			(168		)
Net income		$	10,446		$	36,991		$	—		$	(36,991	)	$	10,446

Cash flows from operations		$	(43,863	)	$	59,365		$	—		$	2,025		$	17,527
Cash flows provided by (used in) investing activities		(1,607		)	(6,700		)	—			—			(8,307		)
Cash flows provided (used in) by financing activities		52,414			(61,073		)	—			(2,025		)	(10,684		)
Cash at beginning of year		7,749			12,526			—			—			20,275
Cash at end of period		$	14,693		$	4,118		$	—		$	—		$	18,811

The following are summarized statements setting forth certain financial information concerning the Guarantor Subsidiaries for the three months ended September 30, 2012 (in thousands).

								NON-						GSE
		GSE			GUARANTORS			GUARANTOR			ELIMINATIONS			CONSOLIDATED
Revenue		$	1,297		$	139,569		$	—		$	(1,253	)	$	139,613
Costs applicable to revenues		(1,314		)	(84,592		)	—			1,253			(84,653		)
Operating expenses		(4,991		)	(36,929		)	—			—			(41,920		)
Interest expense, net		(10,949		)	(27		)	—			—			(10,976		)
Income from investment in consolidated subsidiaries		11,847			—			—			(11,847		)	—
Other non operating income (expenses)		7,405			(6,148		)	—			—			1,257
Income tax expense		(31		)	(26		)	—			—			(57		)
Net income		$	3,264		$	11,847		$	—		$	(11,847	)	$	3,264

INTEREST_RATE_SWAP_AGREEMENTS_

INTEREST RATE SWAP AGREEMENTS (Tables)	9 Months Ended
	Sep. 30, 2013
INTEREST RATE SWAP AGREEMENTS	'
Schedule of the location and amount of gains and losses on derivative instruments in the statement of operations	'
	The following is the location and amount of gains and losses on derivative instruments in the statement of operations for the nine months ended September 30, 2013 and 2012 (in thousands):

		Interest Rate Swap Agreements
		9/30/13		9/30/12
	Derivatives not designated as hedging instruments:
	Amount of Gain recognized in income on Statement of Operations	$	—	$	3,448

	Location of Gain recognized in Statement of Operations	Gain on derivative instrument

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2013

FAIR VALUE MEASUREMENTS

Schedule of the liability measured at fair value on a recurring basis subject to the disclosure requirements from accounting guidance

Fair Value Measurements at Reporting Date Using

(in thousands)

Quoted Prices in

Significant Other

Significant

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Description

Amount

(Level 1)

(Level 2)

(Level 3)

As of September 30, 2013:

Contingent consideration

(1,961

)

—

(1,961

)

As of December 31, 2012:

Contingent consideration

(2,693

)

—

(2,693

)

Schedule of carrying value and fair value information for the company's senior secured notes and the CW credit facility

The fair values shown below for the Senior Secured Notes is based on quoted prices in the market for identical assets (Level 1), and the CW Credit Facility is based on indirect observable inputs (Level 2) (in thousands):

9/30/13

12/31/12

Carrying Value

Fair Value

Carrying Value

Fair Value

Senior Secured Notes

321,385

349,992

320,598

348,364

CW Credit Facility

—

11,872

DISCLOSURES_ABOUT_SEGMENTS_OF_2

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION (Details) (USD $)

1 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

In Thousands, unless otherwise specified

Mar. 31, 2013

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Nov. 30, 2010

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

item

segment

Senior Secured Notes

Membership Services

Retail

Combined

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

Number of reportable segments

Number of remaining outdoor powersports magazine titles

Number of powersports shows sold

Number of conferences sold

Segment information

Stated interest rate (as a percent)

11.50%

Revenues from external customers

$148,920

$139,613

$419,829

$396,005

$46,457

$44,254

$146,350

$140,661

$102,463

$95,359

$273,479

$255,344

$148,920

$139,613

$419,829

$396,005

Depreciation and amortization

3,120

3,791

9,331

10,623

504

1,046

1,656

2,965

1,866

1,822

5,530

5,259

2,370

2,868

7,186

8,224

Gain (loss) on sale of property and equipment

-95

-2

1,728

1,257

-1

1,833

1,302

-94

-3

-105

-45

-95

-2

1,728

1,257

Interest income

197

215

597

651

562

641

1,746

1,977

562

641

1,746

1,977

Interest expense

9,758

11,191

29,322

33,552

526

643

1,641

1,896

552

668

1,730

1,921

Segment operating profit

$16,983

$13,040

$49,408

$39,250

$16,770

$14,724

$55,552

$47,839

$4,368

$3,230

$7,609

$5,902

$21,138

$17,954

$63,161

$53,741

DISCLOSURES_ABOUT_SEGMENTS_OF_3

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Before Income Taxes	'	'	'	'
Total operating profit	$16,983	$13,040	$49,408	$39,250
Depreciation and amortization expense	-3,120	-3,791	-9,331	-10,623
Gain on derivative instrument	'	1,259	'	3,448
Loss on debt repayment	'	'	'	-440
Interest income	197	215	597	651
Interest expense, net of intercompany elimination	-9,758	-11,191	-29,322	-33,552
Income before income taxes	7,327	3,321	22,411	10,614
Reportable segments	'	'	'	'
Income Before Income Taxes	'	'	'	'
Total operating profit	21,138	17,954	63,161	53,741
Depreciation and amortization expense	-2,370	-2,868	-7,186	-8,224
Interest income	562	641	1,746	1,977
Interest expense, net of intercompany elimination	-552	-668	-1,730	-1,921
Unallocated amount	'	'	'	'
Income Before Income Taxes	'	'	'	'
G & A expense	-3,490	-4,020	-9,864	-10,779
Depreciation and amortization expense	-750	-923	-2,145	-2,399
Gain on derivative instrument	'	1,259	'	3,448
Loss on debt repayment	'	'	'	-440
Interest expense, net of intercompany elimination	-9,206	-10,523	-27,592	-31,631
Elimination of intercompany	'	'	'	'
Income Before Income Taxes	'	'	'	'
Interest income	($365)	($426)	($1,149)	($1,326)

DISCLOSURES_ABOUT_SEGMENTS_OF_4

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION (Details 3) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Reconciliation of assets of reportable segments to the consolidated financial statements	'	'
Total assets	$263,732	$230,361
Intangible assets not allocated to segments	10,938	'
Intersegment receivable	36,551	31,523
Reportable segments	'	'
Reconciliation of assets of reportable segments to the consolidated financial statements	'	'
Total assets	429,867	398,059
Membership services segment	'	'
Reconciliation of assets of reportable segments to the consolidated financial statements	'	'
Total assets	310,317	297,012
Retail segment	'	'
Reconciliation of assets of reportable segments to the consolidated financial statements	'	'
Total assets	119,550	101,047
Unallocated amount	'	'
Reconciliation of assets of reportable segments to the consolidated financial statements	'	'
Intangible assets not allocated to segments	7,885	8,851
Corporate unallocated	'	'
Reconciliation of assets of reportable segments to the consolidated financial statements	'	'
Total assets	8,755	8,625
Intersegment elimination	'	'
Reconciliation of assets of reportable segments to the consolidated financial statements	'	'
Intersegment receivable	($182,775)	($185,174)

STATEMENTS_OF_CASH_FLOWS_Detai

STATEMENTS OF CASH FLOWS (Details) (USD $)	1 Months Ended	9 Months Ended
	Mar. 31, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
	item			GSTA
				Customer Lists
STATEMENTS OF CASH FLOWS	'	'	'	'
Interest	'	$19,175,000	$23,561,000	'
Taxes	'	576,000	276,000	'
Number of remaining outdoor powersports magazine titles sold to EPG Media, LLC	7	'	'	'
Number of powersports shows sold to EPG Media, LLC	2	'	'	'
Number of conferences sold to EPG Media, LLC	2	'	'	'
Cash proceeds from assets sale	600,000	606,000	764,000	'
Gain on assets sale	1,800,000	'	'	'
Prepaid assets included in sale	500,000	'	'	'
Accounts receivable included in sale	100,000	'	'	'
Subscription liabilities assumed in the sale	1,800,000	'	'	'
Debt	'	'	'	'
Useful life of intangible customer lists after purchase price allocation	'	'	'	'5 years
Non-cash gain on derivative instruments	'	'	$3,448,000	'

GOODWILL_AND_INTANGIBLE_ASSETS2

GOODWILL AND INTANGIBLE ASSETS (Details) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013
Finite-lived intangible assets and related accumulated amortization	'
Gross	$50,371
Accumulated Amortization	-39,433
Net	10,938
Membership and customer lists	'
Finite-lived intangible assets and related accumulated amortization	'
Weighted average useful lives	'5 years
Gross	34,679
Accumulated Amortization	-31,312
Net	3,367
Deferred financing costs	'
Finite-lived intangible assets and related accumulated amortization	'
Weighted average useful lives	'6 years
Gross	15,692
Accumulated Amortization	-8,121
Net	$7,571

DEBT_Details

DEBT (Details) (USD $)

9 Months Ended

1 Months Ended

0 Months Ended

1 Months Ended

0 Months Ended

1 Months Ended

9 Months Ended

12 Months Ended

1 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Nov. 30, 2010

Mar. 02, 2013

Mar. 02, 2010

Dec. 31, 2010

Apr. 23, 2012

Dec. 30, 2010

Jul. 23, 2012

Mar. 02, 2013

Feb. 29, 2012

Nov. 30, 2010

Sep. 30, 2013

Jul. 29, 2013

Apr. 10, 2013

Aug. 07, 2012

Jul. 31, 2012

Feb. 27, 2012

Dec. 31, 2012

Dec. 31, 2011

Jun. 30, 2012

Nov. 30, 2010

Sep. 30, 2013

Mar. 02, 2010

Dec. 30, 2010

Sep. 30, 2013

Mar. 31, 2010

Mar. 02, 2010

Mar. 31, 2010

Mar. 02, 2010

Mar. 31, 2010

Mar. 02, 2010

Dec. 30, 2010

senior secured credit facility

Camping World Credit Facility

Amended line of credit

Senior Secured Notes

GSE Senior Notes

10 7/8% senior notes due 2012

Letter of credit

Revolving loans or revolving credit facility

Camping World, Inc.

item

Minimum

Camping World, Inc.

Camping World Credit Facility

Amended line of credit

Camping World, Inc.

Camping World Credit Facility

Amended line of credit

Minimum

Camping World, Inc.

Base rate

Prime rate

Federal funds rate

One-month LIBOR

LIBOR

Camping World, Inc.

Debt

Principal amount of debt issued

$333,000,000

Original issue discount

6,900,000

100,000

Original issue discount (as a percent)

2.10%

Stated interest rate (as a percent)

11.50%

9.00%

10.88%

Net proceeds from issuance of debt

8,609,000

10,541,000

326,000,000

Amount of outstanding debt irrevocably redeemed or otherwise retired or repaid

153,400,000

142,500,000

Distribution to the direct parent

19,600,000

Aggregate amount outstanding

325,600,000

Percentage of the principal amount at which the notes are redeemable subject to certain conditions

101.00%

Amount of excess cash flow

7,500,000

Percentage of threshold excess cash flow under indenture for determination of excess cash flow amount

75.00%

Excess cash flow amount if the outstanding aggregate principal amount of debt exceeds threshold limit

5,000,000

Threshold outstanding aggregate principal amount of debt for determining minimum excess cash flow amount

233,000,000

Excess cash flow amount if the outstanding aggregate principal amount of debt is equal or less than threshold limit

1,000,000

Principal amount of notes offered to be repurchased

4,950,000

7,400,000

Loss on debt extinguishment

440,000

400,000

Maximum borrowing capacity

35,000,000

22,000,000

10,000,000

5,000,000

12,000,000

20,000,000

Period prior to the date of maturity of specified debt for determining period of credit facility

'180 days

Description of variable rate basis

'base rate

'prime rate

'federal funds rate

'one-month LIBOR

'LIBOR

Basis spread on variable rate (as a percent)

2.50%

3.25%

2.75%

3.25%

0.50%

3.25%

Amendment fee paid to the current lender

300,000

Interest rate floor (as a percent)

1.00%

Line of credit sublimit

5,000,000

Collateral availability block, before amendment

5,000,000

Collateral availability block

2,500,000

Capital expenditure allowed

5,000,000

Amount outstanding

5,300,000

Excess cash flow offer to purchase notes

4,950,000

Debt instrument tendered and repurchased

4,000

7,400,000

Number of notes tendered

Maximum borrowing capacity prior to increase

25,000,000

Aggregate fee paid to the consenting noteholders

$300,000

NOTES_OFFERING_GUARANTOR_AND_N2

NOTES OFFERING, GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

1 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2012

Nov. 30, 2010

GSE

GUARANTORS

ELIMINATIONS

Senior Secured Notes

Notes offering and guarantor financial information

Amount of offering

$333,000,000

Cash & cash equivalents

33,573,000

18,811,000

33,573,000

18,811,000

24,380,000

14,693,000

24,380,000

14,693,000

9,193,000

4,118,000

9,193,000

4,118,000

Accounts receivable - less allowance for doubtful accounts

36,551,000

31,523,000

4,122,000

3,308,000

215,204,000

213,617,000

-182,775,000

-185,402,000

Note from affiliate

2,500,000

Inventories

79,266,000

65,221,000

79,266,000

65,221,000

Prepaid expenses and other assets

15,579,000

13,730,000

1,290,000

881,000

14,289,000

12,849,000

Total current assets

167,469,000

130,420,000

32,292,000

7,368,000

317,952,000

308,454,000

-182,775,000

-185,402,000

Property and equipment, net

24,700,000

23,998,000

3,336,000

2,701,000

21,364,000

21,297,000

Affiliate note and investments

4,934,000

5,075,000

40,000,000

4,934,000

5,075,000

-40,000,000

Intangible assets, net

10,938,000

12,365,000

7,885,000

8,851,000

3,053,000

3,514,000

Goodwill

49,944,000

Investment in subsidiaries

838,741,000

796,231,000

-838,741,000

-796,231,000

Deferred tax assets, net

107,000

79,000

107,000

79,000

Other assets

5,640,000

8,480,000

3,741,000

6,257,000

1,899,000

2,223,000

Total assets

263,732,000

230,361,000

975,939,000

911,352,000

349,309,000

340,642,000

-1,061,516,000

-1,021,633,000

Accounts payable

21,750,000

17,004,000

245,000

631,000

21,505,000

16,373,000

Accrued and other liabilities

46,990,000

32,670,000

17,179,000

8,596,000

29,811,000

24,074,000

Deferred revenue and gains

65,978,000

54,583,000

1,270,000

126,000

64,708,000

54,457,000

Current portion of long-term debt

10,000,000

192,775,000

195,402,000

40,000,000

-222,775,000

-225,402,000

Total current liabilities

144,718,000

114,257,000

211,469,000

204,755,000

156,024,000

134,904,000

-222,775,000

-225,402,000

Deferred revenue and gains

37,333,000

34,316,000

1,829,000

1,922,000

35,504,000

32,394,000

Long-term debt, net of current portion

311,385,000

322,470,000

311,385,000

310,598,000

11,872,000

Other long-term liabilities

2,264,000

3,114,000

683,224,000

637,873,000

-680,960,000

-634,759,000

Total liabilities

495,700,000

474,157,000

1,207,907,000

1,155,148,000

-489,432,000

-455,589,000

-222,775,000

-225,402,000

Interdivisional equity

838,741,000

796,231,000

-838,741,000

-796,231,000

Members' deficit

-231,968,000

-243,796,000

-231,968,000

-243,796,000

Total liabilities and member's deficit

263,732,000

230,361,000

975,939,000

911,352,000

349,309,000

340,642,000

-1,061,516,000

-1,021,633,000

Revenue

148,920,000

139,613,000

419,829,000

396,005,000

973,000

1,297,000

4,239,000

6,499,000

148,246,000

139,569,000

416,892,000

395,213,000

-299,000

-1,253,000

-1,302,000

-5,707,000

Costs applicable to revenues

-90,392,000

-84,653,000

-254,148,000

-238,803,000

-586,000

-1,314,000

-3,370,000

-8,026,000

-90,105,000

-84,592,000

-252,080,000

-236,484,000

299,000

1,253,000

1,302,000

5,707,000

Operating expenses

-41,545,000

-41,920,000

-116,273,000

-117,952,000

-4,260,000

-4,991,000

-12,151,000

-13,329,000

-37,285,000

-36,929,000

-104,122,000

-104,623,000

Interest expense, net

-9,561,000

-10,976,000

-28,725,000

-32,901,000

-9,571,000

-10,949,000

-28,741,000

-32,957,000

10,000

-27,000

16,000

56,000

Income from investment in consolidated subsidiaries

14,221,000

11,847,000

42,510,000

36,991,000

-14,221,000

-11,847,000

-42,510,000

-36,991,000

Other non operating income (expenses)

-95,000

1,257,000

1,728,000

4,265,000

6,484,000

7,405,000

19,754,000

21,410,000

-6,579,000

-6,148,000

-18,026,000

-17,145,000

Income tax expense

-70,000

-57,000

-182,000

-168,000

-4,000

-31,000

-12,000

-142,000

-66,000

-26,000

-170,000

-26,000

NET INCOME

7,257,000

3,264,000

22,229,000

10,446,000

7,257,000

3,264,000

22,229,000

10,446,000

14,221,000

11,847,000

42,510,000

36,991,000

-14,221,000

-11,847,000

-42,510,000

-36,991,000

Cash flows from operations

44,027,000

17,527,000

2,961,000

-43,863,000

41,066,000

59,365,000

2,025,000

Cash flows used in investing activities

-7,539,000

-8,307,000

-1,955,000

-1,607,000

-5,584,000

-6,700,000

Cash flows provided by (used in) financing activities

-22,861,000

-10,684,000

20,195,000

52,414,000

-43,056,000

-61,073,000

-2,025,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

19,946,000

20,275,000

3,179,000

7,749,000

16,767,000

12,526,000

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$33,573,000

$18,811,000

$33,573,000

$18,811,000

$24,380,000

$14,693,000

$24,380,000

$14,693,000

$9,193,000

$4,118,000

$9,193,000

$4,118,000

INTEREST_RATE_SWAP_AGREEMENTS_1

INTEREST RATE SWAP AGREEMENTS (Details) (USD $)	Sep. 30, 2013	Oct. 31, 2007	Sep. 30, 2013	Oct. 15, 2007	Mar. 31, 2008	Sep. 30, 2013	Mar. 19, 2008
INTEREST RATE SWAP AGREEMENTS (Details) (USD $)	Sep. 30, 2013	Interest rate swap agreement effective October 31, 2007	Interest rate swap agreement effective October 31, 2007	Interest rate swap agreement effective October 31, 2007	Interest rate swap agreement effective April 30, 2008	Interest rate swap agreement effective April 30, 2008	Interest rate swap agreement effective April 30, 2008
Interest rate swap agreement	'	'	'	'	'	'	'
Term of interest rate swap agreement	'	'5 years	'	'	'4 years 6 months	'	'
Notional amount	'	'	'	$100,000,000	'	'	$35,000,000
Variable rate basis	'	'	'3 month LIBOR	'	'	'3 month LIBOR	'
Fixed interest rate (as a percent)	'	'	'	5.14%	'	'	3.43%
Fair value	'	'	'	'	'	'	0
Term loans and the revolving credit facility	$135,000,000	'	'	'	'	'	'

INTEREST_RATE_SWAP_AGREEMENTS_2

INTEREST RATE SWAP AGREEMENTS (Details 2) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2012
Derivatives not designated as hedging instruments:	'
Amount of Gain recognized in income on Statement of Operations	$3,448

FAIR_VALUE_MEASUREMENTS_Detail

FAIR VALUE MEASUREMENTS (Details) (USD $)	0 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Aug. 02, 2012
Fair value measurements	'	'	'
Transfers of assets between the fair value measurement levels	0	0	'
GSTA	'	'	'
Fair value measurements	'	'	'
Period over which monthly payment of agreed upon percentage of acquisition and renewal revenue is required to be paid	'5 years	'5 years	'5 years
Period over which the projected amount would have been received by the marketing partner if the prior marketing agreement was extended	'5 years	'5 years	'5 years
Contingent consideration	'	'	-3,000
Recurring \| Amount	'	'	'
Fair value measurements	'	'	'
Contingent consideration	-1,961	-2,693	'
Recurring \| Significant Unobservable Inputs (Level 3)	'	'	'
Fair value measurements	'	'	'
Contingent consideration	-1,961	-2,693	'

FAIR_VALUE_MEASUREMENTS_Detail1

FAIR VALUE MEASUREMENTS (Details 2) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Carrying Value	'	'
Reported carrying value and fair value information	'	'
Senior Secured Notes	$321,385	$320,598
CW Credit Facility	'	11,872
Fair Value	'	'
Reported carrying value and fair value information	'	'
Senior Secured Notes	349,992	348,364
CW Credit Facility	'	$11,872