Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 03, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 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, Suite 270 | |
Entity Address, City or Town | Lincolnshire | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60069 | |
City Area Code | 847 | |
Local Phone Number | 808-3000 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | CWH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 37,887,171 | |
Common Class B | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 50,706,629 | |
Common Class C | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 227,902 | $ 147,521 |
Contracts in transit | 171,437 | 44,947 |
Accounts receivable, less allowance for doubtful accounts of $3,457 and $3,537 in 2020 and 2019, respectively | 84,493 | 81,847 |
Inventories | 1,052,222 | 1,358,539 |
Prepaid expenses and other assets | 55,974 | 57,827 |
Total current assets | 1,592,028 | 1,690,681 |
Property and equipment, net | 325,053 | 314,374 |
Operating lease assets | 789,539 | 807,537 |
Deferred tax assets, net | 126,097 | 129,710 |
Intangible assets, net | 28,101 | 29,707 |
Goodwill | 387,049 | 386,941 |
Other assets | 16,684 | 17,290 |
Total assets | 3,264,551 | 3,376,240 |
Current liabilities: | ||
Accounts payable | 232,989 | 106,959 |
Accrued liabilities | 184,751 | 130,316 |
Deferred revenues | 84,286 | 87,093 |
Current portion of operating lease liabilities | 60,315 | 58,613 |
Current portion of Tax Receivable Agreement liability | 6,909 | 6,563 |
Current portion of long-term debt | 15,828 | 14,085 |
Notes payable - floor plan, net | 470,871 | 848,027 |
Other current liabilities | 61,391 | 44,298 |
Total current liabilities | 1,117,340 | 1,295,954 |
Operating lease liabilities, net of current portion | 823,929 | 843,312 |
Tax Receivable Agreement liability, net of current portion | 101,702 | 108,228 |
Revolving line of credit | 20,885 | 40,885 |
Long-term debt, net of current portion | 1,165,227 | 1,153,551 |
Deferred revenues | 61,928 | 58,079 |
Other long-term liabilities | 43,479 | 35,467 |
Total liabilities | 3,334,490 | 3,535,476 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, par value $0.01 per share - 20,000,000 shares authorized; none issued and outstanding as of June 30, 2020 and December 31, 2019 | ||
Additional paid-in capital | 52,747 | 50,152 |
Retained deficit | (44,754) | (83,134) |
Total stockholders' equity (deficit) attributable to Camping World Holdings, Inc. | 8,376 | (32,602) |
Non-controlling interests | (78,315) | (126,634) |
Total stockholders' deficit | (69,939) | (159,236) |
Total liabilities and stockholders' deficit | 3,264,551 | 3,376,240 |
Common Class A | ||
Stockholders' deficit: | ||
Common stock | 378 | 375 |
Total stockholders' deficit | 378 | 375 |
Common Class B | ||
Stockholders' deficit: | ||
Common stock | 5 | 5 |
Total stockholders' deficit | 5 | 5 |
Common Class C | ||
Stockholders' deficit: | ||
Common stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Stockholders' equity (deficit) | ||
Allowance for doubtful accounts | $ 3,457 | $ 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 |
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 | 38,018,386 | 37,701,584 |
Common stock, outstanding | 37,773,109 | 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 | 50,706,629 | 50,706,629 |
Common Class C | ||
Stockholders' equity (deficit) | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1 | 1 |
Common stock, issued | 1 | 1 |
Common stock, outstanding | 1 | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 1,606,745 | $ 1,474,347 | $ 2,634,018 | $ 2,539,116 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 1,118,107 | 1,064,357 | 1,842,717 | 1,830,799 |
Operating expenses: | ||||
Selling, general, and administrative | 271,591 | 303,366 | 539,247 | 571,431 |
Depreciation and amortization | 12,567 | 13,946 | 26,645 | 27,540 |
Long-lived asset impairment | 0 | 6,569 | ||
Loss on lease termination | 868 | 1,452 | ||
Loss on disposal of assets | 272 | 2,374 | 783 | 2,160 |
Total operating expenses | 285,298 | 319,686 | 574,696 | 601,131 |
Income from operations | 203,340 | 90,304 | 216,605 | 107,186 |
Other income (expense): | ||||
Floor plan interest expense | (5,098) | (11,269) | (13,702) | (22,879) |
Other interest expense, net | (14,547) | (18,211) | (29,205) | (35,854) |
Tax Receivable Agreement liability adjustment | 8,477 | |||
Total other expense | (19,645) | (29,480) | (42,907) | (50,256) |
Income before income taxes | 183,695 | 60,824 | 173,698 | 56,930 |
Income tax expense | (20,473) | (8,201) | (24,605) | (31,114) |
Net income | 163,222 | 52,623 | 149,093 | 25,816 |
Less: net income attributable to non-controlling interests | (105,145) | (34,606) | (99,176) | (27,194) |
Net income (loss) attributable to Camping World Holdings, Inc. | $ 58,077 | $ 18,017 | $ 49,917 | $ (1,378) |
Earnings (loss) per share of Class A common stock: | ||||
Basic | $ 1.54 | $ 0.48 | $ 1.33 | $ (0.04) |
Diluted | $ 1.54 | $ 0.46 | $ 1.32 | $ (0.04) |
Weighted average shares of Class A common stock outstanding: | ||||
Basic | 37,635 | 37,239 | 37,585 | 37,217 |
Diluted | 89,689 | 88,925 | 89,578 | 37,217 |
Common Class A | ||||
Earnings (loss) per share of Class A common stock: | ||||
Basic | $ 1.54 | $ 0.48 | $ 1.33 | $ (0.04) |
Diluted | $ 1.54 | $ 0.46 | $ 1.32 | $ (0.04) |
Weighted average shares of Class A common stock outstanding: | ||||
Basic | 37,635 | 37,239 | 37,585 | 37,217 |
Diluted | 89,689 | 88,925 | 89,578 | 37,217 |
New vehicles | ||||
Revenue: | ||||
Total revenue | $ 898,175 | $ 778,870 | $ 1,395,492 | $ 1,308,447 |
Used vehicles | ||||
Revenue: | ||||
Total revenue | 274,910 | 245,749 | 481,575 | 425,757 |
Products, service and other | ||||
Revenue: | ||||
Total revenue | 231,172 | 264,426 | 403,795 | 469,302 |
Finance and insurance, net | ||||
Revenue: | ||||
Total revenue | 147,318 | 128,225 | 239,774 | 220,116 |
Good Sam Club | ||||
Revenue: | ||||
Total revenue | 10,651 | 12,383 | 21,655 | 23,834 |
Good Sam Services and Plans | ||||
Revenue: | ||||
Total revenue | 44,519 | 44,694 | 91,727 | 91,660 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 15,234 | 18,746 | 37,093 | 39,477 |
RV and Outdoor Retail | ||||
Revenue: | ||||
Total revenue | 1,562,226 | 1,429,653 | 2,542,291 | 2,447,456 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 1,102,873 | 1,045,611 | 1,805,624 | 1,791,322 |
RV and Outdoor Retail | New vehicles | ||||
Revenue: | ||||
Total revenue | 898,175 | 778,870 | 1,395,492 | 1,308,447 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 752,570 | 681,399 | 1,179,012 | 1,144,443 |
RV and Outdoor Retail | Used vehicles | ||||
Revenue: | ||||
Total revenue | 274,910 | 245,749 | 481,575 | 425,757 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 208,829 | 192,681 | 372,622 | 335,527 |
RV and Outdoor Retail | Products, service and other | ||||
Revenue: | ||||
Total revenue | 231,172 | 264,426 | 403,795 | 469,302 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 139,341 | 168,607 | 249,610 | 304,711 |
RV and Outdoor Retail | Finance and insurance, net | ||||
Revenue: | ||||
Total revenue | 147,318 | 128,225 | 239,774 | 220,116 |
RV and Outdoor Retail | Good Sam Club | ||||
Revenue: | ||||
Total revenue | 10,651 | 12,383 | 21,655 | 23,834 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | $ 2,133 | $ 2,924 | $ 4,380 | $ 6,641 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Additional Paid-in Capital | Retained Earnings (Deficit) | Non-controlling Interest | Common Class A | Common Class B | Common Class C | Total |
Balance at Dec. 31, 2018 | $ 47,531 | $ (3,370) | $ (11,621) | $ 372 | $ 5 | $ 32,917 | |
Balance (in shares) at Dec. 31, 2018 | 37,192,000 | 50,707,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 2,716 | 2,716 | |||||
Vesting of restricted stock units (in shares) | 1,000 | ||||||
Redemption of LLC common units for Class A common stock | 12 | 12 | |||||
Redemption of LLC common units for Class A common stock (in shares) | 6,000 | ||||||
Distributions to holders of LLC common units | (5,534) | (5,534) | |||||
Dividends | (5,699) | (5,699) | |||||
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 | (1,678) | 1,678 | |||||
Net income loss | (19,395) | (7,412) | (26,807) | ||||
Balance at Mar. 31, 2019 | 48,573 | (24,759) | (16,557) | $ 372 | $ 5 | 7,634 | |
Balance (in shares) at Mar. 31, 2019 | 37,199,000 | 50,707,000 | |||||
Balance at Dec. 31, 2018 | 47,531 | (3,370) | (11,621) | $ 372 | $ 5 | 32,917 | |
Balance (in shares) at Dec. 31, 2018 | 37,192,000 | 50,707,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income loss | 25,816 | ||||||
Balance at Jun. 30, 2019 | 50,604 | (12,453) | (12,916) | $ 373 | $ 5 | 25,613 | |
Balance (in shares) at Jun. 30, 2019 | 37,273,000 | 50,707,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adoption of accounting standard | 3,705 | 6,332 | 10,037 | ||||
Balance at Mar. 31, 2019 | 48,573 | (24,759) | (16,557) | $ 372 | $ 5 | 7,634 | |
Balance (in shares) at Mar. 31, 2019 | 37,199,000 | 50,707,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 3,863 | 3,863 | |||||
Vesting of restricted stock units | 143 | (144) | $ 1 | ||||
Vesting of restricted stock units (in shares) | 96,000 | ||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | (273) | (273) | |||||
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (22,000) | ||||||
Distributions to holders of LLC common units | (32,523) | (32,523) | |||||
Dividends | (5,711) | (5,711) | |||||
Non-controlling interest adjustment | (1,702) | 1,702 | |||||
Net income loss | 18,017 | 34,606 | 52,623 | ||||
Balance at Jun. 30, 2019 | 50,604 | (12,453) | (12,916) | $ 373 | $ 5 | 25,613 | |
Balance (in shares) at Jun. 30, 2019 | 37,273,000 | 50,707,000 | |||||
Balance at Dec. 31, 2019 | 50,152 | (83,134) | (126,634) | $ 375 | $ 5 | (159,236) | |
Balance (in shares) at Dec. 31, 2019 | 37,488,989 | 50,706,629 | 1 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 3,312 | 3,312 | |||||
Vesting of restricted stock units | 82 | (82) | |||||
Vesting of restricted stock units (in shares) | 47,000 | ||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | (212) | (212) | |||||
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (16,000) | ||||||
Redemption of LLC common units for Class A common stock | 4 | 49 | 53 | ||||
Redemption of LLC common units for Class A common stock (in shares) | 20,000 | ||||||
Distributions to holders of LLC common units | (8,410) | (8,410) | |||||
Dividends | (5,752) | (5,752) | |||||
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | (44) | (44) | |||||
Non-controlling interest adjustment | (1,698) | 1,698 | |||||
Net income loss | (8,160) | (5,969) | (14,129) | ||||
Balance at Mar. 31, 2020 | 51,596 | (97,046) | (139,348) | $ 375 | $ 5 | (184,418) | |
Balance (in shares) at Mar. 31, 2020 | 37,540,000 | 50,707,000 | |||||
Balance at Dec. 31, 2019 | 50,152 | (83,134) | (126,634) | $ 375 | $ 5 | (159,236) | |
Balance (in shares) at Dec. 31, 2019 | 37,488,989 | 50,706,629 | 1 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income loss | 149,093 | ||||||
Balance at Jun. 30, 2020 | 52,747 | (44,754) | (78,315) | $ 378 | $ 5 | (69,939) | |
Balance (in shares) at Jun. 30, 2020 | 37,773,109 | 50,706,629 | 1 | ||||
Balance at Mar. 31, 2020 | 51,596 | (97,046) | (139,348) | $ 375 | $ 5 | (184,418) | |
Balance (in shares) at Mar. 31, 2020 | 37,540,000 | 50,707,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 4,182 | 4,182 | |||||
Exercise of stock options | 159 | 159 | |||||
Exercise of stock options (in shares) | 7,000 | ||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | (105) | 105 | |||||
Vesting of restricted stock units | (10) | 8 | $ 2 | ||||
Vesting of restricted stock units (in shares) | 153,000 | ||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | (347) | (347) | |||||
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (17,000) | ||||||
Redemption of LLC common units for Class A common stock | 58 | 245 | $ 1 | 304 | |||
Redemption of LLC common units for Class A common stock (in shares) | 90,000 | ||||||
Distributions to holders of LLC common units | (47,015) | (47,015) | |||||
Dividends | (5,785) | (5,785) | |||||
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | (241) | (241) | |||||
Non-controlling interest adjustment | (2,545) | 2,545 | |||||
Net income loss | 58,077 | 105,145 | 163,222 | ||||
Balance at Jun. 30, 2020 | $ 52,747 | $ (44,754) | $ (78,315) | $ 378 | $ 5 | $ (69,939) | |
Balance (in shares) at Jun. 30, 2020 | 37,773,109 | 50,706,629 | 1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Common Class A | ||||
Dividends declared per share | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities | ||
Net income | $ 149,093 | $ 25,816 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 26,645 | 27,540 |
Equity-based compensation | 7,494 | 6,579 |
Loss on lease termination | 1,452 | |
Long-lived asset impairment | 6,569 | |
Loss on disposal of assets | 783 | 2,160 |
Provision for losses on accounts receivable | 531 | 379 |
Non-cash lease expense | 28,638 | 27,182 |
Accretion of original debt issuance discount | 531 | 532 |
Non-cash interest | 2,104 | 2,348 |
Deferred income taxes | 4,068 | 16,615 |
Tax Receivable Agreement liability adjustment | (8,477) | |
Change in assets and liabilities, net of acquisitions: | ||
Receivables and contracts in transit | (129,725) | (79,823) |
Inventories | 306,428 | 25,752 |
Prepaid expenses and other assets | 1,214 | 7,082 |
Accounts payable and other accrued expenses | 139,913 | 80,744 |
Payment pursuant to Tax Receivable Agreement | (6,563) | (9,425) |
Accrued rent for cease-use locations | 542 | |
Deferred revenue | 1,042 | 1,088 |
Operating lease liabilities | (34,379) | (27,174) |
Other, net | 10,075 | 719 |
Net cash provided by operating activities | 515,913 | 100,179 |
Investing activities | ||
Purchases of property and equipment | (13,660) | (27,848) |
Purchase of real property | (25,093) | |
Proceeds from the sale of real property | 10,117 | |
Purchases of businesses, net of cash acquired | (38,608) | |
Proceeds from sale of property and equipment | 491 | 910 |
Purchase of intangible assets | (150) | |
Net cash used in investing activities | (13,319) | (80,522) |
Financing activities | ||
Proceeds from long-term debt | 11,662 | |
Payments on long-term debt | (18,359) | (3,409) |
Net payments on notes payable - floor plan, net | (316,492) | (29,426) |
Borrowings on revolving line of credit | 14,029 | |
Payments on revolving line of credit | (20,000) | |
Payments of principal on finance lease obligations | (23) | |
Payment of debt issuance costs | (47) | |
Dividends on Class A common stock | (11,537) | (11,410) |
Proceeds from exercise of stock options | 159 | |
RSU shares withheld for tax | (559) | (273) |
Members' distributions | (55,425) | (38,057) |
Net cash used in financing activities | (422,213) | (56,954) |
Increase (decrease) in cash and cash equivalents | 80,381 | (37,297) |
Cash and cash equivalents at beginning of the period | 147,521 | 138,557 |
Cash and cash equivalents at end of the period | $ 227,902 | $ 101,260 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three and six months ended June 30, 2020 are unaudited. The condensed consolidated balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) filed with the SEC on February 28, 2020. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an IPO and other related transactions in order to carry on the business of CWGS, LLC. 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 (“FreedomRoads”). 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 14 — Stockholders’ Equity). Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of June 30, 2020 and December 31, 2019, CWH owned 42.3% and 42.0%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements. The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed 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. 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 and revenue trends in May and June 2020. 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 Company’s 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 Company’s 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 (“RV”) manufacturers, and acquire used inventory from distressed sellers to help manage risks in its supply chain. Throughout the pandemic, the majority of the Company’s RV and Outdoor Retail locations have continued to operate as essential businesses and the Company has continued to operate its e-commerce business. 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 Company’s workforce. Description of the Business Camping World Holdings, Inc, together with its subsidiaries, is America’s 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. See Note 18 – Segments Information to the condensed consolidated financial statements for further information about the Company’s segments. 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 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 “2019 Strategic Shift”) (see Note 4 – 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. In connection with the 2019 Strategic Shift, the Company has reduced its number of retail store locations to 164 as of June 30, 2020 from 227 as of June 30, 2019. A summary of the retail store openings, closings, divestitures, conversions and number of locations from June 30, 2019 to June 30, 2020, are in the table below: RV RV Service & Other Dealerships Retail Centers Retail Stores Total Number of store locations as of June 30, 2019 151 14 62 227 Opened 6 — — 6 Closed / divested (7) (2) (55) (64) Temporarily closed (1) (3) — (2) (5) Converted 5 (2) (3) — Number of store locations as of June 30, 2020 152 10 2 164 (1) These locations are temporarily closed in response to the COVID-19 pandemic. Use of Estimates The preparation of these condensed consolidated 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 condensed 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. 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 Company’s 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. Due to increased demand, the Company saw a substantial increase in contracts in transit volume during the three months ended June 30, 2020. The increase in contract volume, coupled with the transition to working from home and additional employment verification procedures performed by lenders, have led to a backlog in contract funding. The Company has not observed any material changes in collectability trends during the period on these contracts. 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 $8.4 million at June 30, 2020 and $8.6 million at December 31, 2019 which are included in other assets in the condensed consolidated balance sheets. The allowance for doubtful accounts is based on management’s 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 risks characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that an allowance for doubtful accounts of $0.2 million was required at June 30, 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 $3.5 million for uncollectible accounts were required as of both June 30, 2020 and December 31, 2019. The following table details the changes in the allowance for doubtful accounts (in thousands): Six Months Ended June 30, June 30, 2020 2019 Allowance for doubtful accounts: Balance, beginning of period $ 3,537 $ 4,398 Charged to bad debt expense 531 379 Deductions (1) (611) (131) Balance, end of period $ 3,457 $ 4,646 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). 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, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). 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) (“ASU 2020-04”). 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 (“LIBOR”)) 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 (“ASU 2019-12”). This standard reduces complexity by removing specific exceptions to general principles related to intraperiod tax allocations, ownership changes in foreign investments, and interim period income tax accounting for year-to-date losses that exceed anticipated losses. This standard also simplifies accounting for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The ASU permits either a retrospective basis or a modified retrospective transition approach. The Company is currently evaluating the impact that the adoption of the provisions of this ASU will have on its consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
Revenue | |
Revenue | 2. Revenue Contract Assets As of June 30, 2020 and December 31, 2019, a contract asset of $5.4 million and $6.1 million, respectively, relating to RV service revenues was included in accounts receivable in the accompanying condensed consolidated balance sheets. Deferred Revenues As of June 30, 2020, the Company has unsatisfied performance obligations primarily relating to multi-year plans for its Good Sam Club, roadside assistance, Coast to Coast memberships, and magazine publication revenue streams. The total unsatisfied performance obligation for these revenue streams at June 30, 2020 for the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): As of June 30, 2020 2020 $ 55,135 2021 47,149 2022 20,793 2023 10,538 2024 5,516 Thereafter 7,083 Total $ 146,214 |
Inventories, net and Notes Paya
Inventories, net and Notes Payable - Floor Plan, net | 6 Months Ended |
Jun. 30, 2020 | |
Inventories, net and Notes Payable - Floor Plan, net | |
Inventories, net and Notes Payable - Floor Plan, net | 3. Inventories and Floor Plan Payable Inventories consisted of the following (in thousands): June 30, December 31, 2020 2019 Good Sam services and plans $ 14 $ 590 New RVs 711,164 966,134 Used RVs 126,687 165,927 Products, parts, accessories and other 214,357 225,888 $ 1,052,222 $ 1,358,539 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 (“FR”), a wholly owned subsidiary of FreedomRoads, which operates the RV dealerships, and bear interest at one-month LIBOR plus 2.05% as of June 30, 2020 and 2.15% as of December 31, 2019. LIBOR was 0.17% at June 30, 2020 and 1.71% as of December 31, 2019. 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 June 30, 2020 and December 31, 2019, FR maintained floor plan financing through the Seventh Amended and Restated Credit Agreement (“Floor Plan Facility”). On October 8, 2019, FR entered into a Second Amendment to the Seventh Amended and Restated Credit Agreement (the “Second Amendment”). 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 June 30, 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 $54.0 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 (“Third Amendment”) that provides FR with a one-time option to request a temporary four-month reduction (“Current Ratio Reduction Period”) of the minimum consolidated current ratio at any time during 2020 and the first seven days of 2021. FR has not yet exercised 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 is 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 (“FLAIR”) 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 Company’s 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 June 30, 2020 and December 31, 2019, FR had $216.9 million and $87.0 million, respectively, in the FLAIR offset account. The Third Amendment raised the Applicable FLAIR Maximum Percentage (as defined in the Floor Plan Facility) from 20% to 30% for the period of May 12, 2020 through August 31, 2020. 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 June 30, 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 June 30, 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 June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, 2020 2019 Floor Plan Facility Notes payable - floor plan: Total commitment $ 1,379,750 $ 1,379,750 Less: borrowings, net (470,871) (848,027) Less: flooring line aggregate interest reduction account (216,850) (87,016) Additional borrowing capacity 692,029 444,707 Less: accounts payable for sold inventory (88,556) (27,892) Less: purchase commitments (31,993) (8,006) Unencumbered borrowing capacity $ 571,480 $ 408,809 Revolving line of credit: $ 54,000 $ 60,000 Less: borrowings (20,885) (40,885) Less: temporary limitation on borrowing through July 31, 2020 (33,115) — Additional borrowing capacity $ — $ 19,115 Letters of credit: Total commitment $ 15,000 $ 15,000 Less: outstanding letters of credit (11,175) (11,175) Additional letters of credit capacity $ 3,825 $ 3,825 |
Restructuring and Long-lived As
Restructuring and Long-lived Asset Impairment | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Long-lived Asset Impairment | |
Restructuring and Long-lived Asset Impairment | 4 . 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 “Outdoor Lifestyle Locations”). 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 19 specialty retail locations through June 30, 2020. One of the aforementioned closed distribution centers was reopened during the three months ended June 2020 and repurposed for online order fulfillment. The Company expects that the remaining limited number of store closures and/or divestitures will be completed by December 31, 2020. 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 $78.6 million to $88.6 million. The breakdown of the estimated restructuring costs are as follows: ● one-time employee termination benefits of $1.2 million, all of which has been incurred through June 30, 2020; ● lease termination costs of $15.0 million to $20.0 million, of which $7.0 million has been incurred through June 30, 2020; ● incremental inventory reserve charges of $42.4 million, all of which has been incurred through June 30, 2020; and ● other associated costs of $20.0 million to $25.0 million, of which $14.4 million has been incurred through June 30, 2020. Through June 30, 2020, the Company has incurred $14.4 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 $5.6 million to $10.6 million represents similar costs that may be incurred during the last six months of 2020 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, 2020 on these leases if the Company is unable to terminate the leases under acceptable terms or offset the lease costs through sublease arrangements. The foregoing lease termination cost estimate represents the expected cash payments to terminate certain leases, but does not include the gain or loss from derecognition of the related operating lease assets and liabilities, which is dependent on the particular leases that will be terminated. The following table details the costs incurred during the three and six months ended June 30, 2020 associated with the 2019 Strategic Shift (in thousands): Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 Restructuring costs: One-time termination benefits (1) $ 51 $ 231 Lease termination costs (2) 656 1,245 Incremental inventory reserve charges (3) 57 543 Other associated costs (4) 4,483 10,099 Total restructuring costs $ 5,247 $ 12,118 (1) These costs were primarily in costs applicable to revenues – products, service and other, in the condensed consolidated statements of operations. (2) These costs were included in lease termination charges in the condensed 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 – products, service and other in the condensed 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 three and six months ended June 30, 2020, costs of approximately $0.1 million and $0.4 million were included in costs applicable to revenue – products, service and other and $4.4 million and $9.7 million were included in selling, general, and administrative expenses, respectively, in the condensed consolidated statements of operations. The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands): One-time Lease Other Termination Termination Associated Benefits Costs (1) Costs Total Balance at June 30, 2019 $ — $ — $ — $ — Charged to expense 1,008 1,350 4,321 6,679 Paid or otherwise settled (286) (1,350) (4,036) (5,672) Balance at December 31, 2019 722 — 285 1,007 Charged to expense 231 5,690 10,099 16,020 Paid or otherwise settled (879) (5,690) (9,103) (15,672) Balance at June 30, 2020 $ 74 $ — $ 1,281 $ 1,355 (1) Lease termination costs exclude the $1.3 million and the $4.4 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 six months ended June 30, 2020, respectively. The Company evaluated the requirements of ASC No. 205-20, Presentation of Financial Statements – 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 condensed consolidated financial statements. Long-lived Asset Impairment During the three months ended March 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 ten 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 assets’ 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. For the three months ended June 30, 2020, the Company experienced no indicators of impairment of long-lived assets and recorded no long-lived asset impairment charges. During the six months ended June 30, 2020, 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, and $1.6 million operating lease right-of-use assets. Of the $6.6 million long-lived asset impairment charge during the six months ended June 30, 2020, $6.5 million related to the 2019 Strategic Shift discussed above. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill The following is a summary of changes in the Company’s goodwill by segment for the six months ended June 30, 2020 (in thousands): Good Sam Services and RV and Plans Outdoor Retail Consolidated Balance as of December 31, 2019 (excluding impairment charges) $ 70,713 $ 558,065 $ 628,778 Accumulated impairment charges (46,884) (194,953) (241,837) Balance as of December 31, 2019 23,829 363,112 386,941 Acquisitions (1) — 108 108 Balance as of June 30, 2020 $ 23,829 $ 363,220 $ 387,049 (1) Represents measurement period adjustments relating to prior period acquisitions (see Note 11 — Acquisitions). 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 Company’s goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the first step of a two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value. 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 Company’s Class A common stock and the potential impact of COVID-19 on the Company’s 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. For the three months ended June 30, 2020, the Company determined that there were no triggering events for an interim goodwill impairment test of its reporting units. Intangible Assets Finite-lived intangible assets and related accumulated amortization consisted of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership and customer lists $ 9,140 $ (8,325) $ 815 RV and Outdoor Retail: Customer lists and domain names 2,065 (1,815) 250 Trademarks and trade names 28,955 (5,823) 23,132 Websites 6,140 (2,236) 3,904 $ 46,300 $ (18,199) $ 28,101 December 31, 2019 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership and customer lists $ 9,140 $ (7,972) $ 1,168 RV and Outdoor Retail: Customer lists and domain names 2,065 (1,768) 297 Trademarks and trade names 28,955 (4,862) 24,093 Websites 5,990 (1,841) 4,149 $ 46,150 $ (16,443) $ 29,707 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Long-Term Debt | |
Long-Term Debt | 6. Long-Term Debt Outstanding long-term debt consisted of the following (in thousands): June 30, December 31, 2020 2019 Term Loan Facility (1) $ 1,134,391 $ 1,148,115 Finance Lease Liabilities 28,192 — Real Estate Facility (2) 18,472 19,521 Subtotal 1,181,055 1,167,636 Less: current portion (15,828) (14,085) Total $ 1,165,227 $ 1,153,551 (1) Net of $3.8 million and $4.3 million of original issue discount at June 30, 2020 and December 31, 2019, respectively, and $9.3 million and $10.7 million of finance costs at June 30, 2020 and December 31, 2019, respectively. (2) Net of $0.2 million and $0.2 million of finance costs at June 30, 2020 and December 31, 2019, respectively. Senior Secured Credit Facilities As of June 30, 2020 and December 31, 2019, 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 equal 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 June 30, 2020, the average interest rate on the Term Loan Facility was 4.12%. The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): June 30, December 31, 2020 2019 Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,195,000 $ 1,195,000 Less: cumulative principal payments (47,513) (31,898) Less: unamortized original issue discount (3,790) (4,320) Less: finance costs (9,306) (10,667) 1,134,391 1,148,115 Less: current portion (11,991) (11,991) Long-term debt, net of current portion $ 1,122,400 $ 1,136,124 Revolving Credit Facility: Total commitment $ 35,000 $ 35,000 Less: outstanding letters of credit (5,622) (4,112) Less: availability reduction due to Total Leverage Ratio — (21,622) Additional borrowing capacity $ 29,378 $ 9,266 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 June 30, 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 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 June 30, 2020, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 30% threshold. At June 30, 2020, the Company would have met this covenant if the Company had exceeded the 30% threshold. The Company was in compliance with all applicable debt covenants at June 30, 2020 and December 31, 2019. Finance Lease Liabilities The Company’s finance lease liabilities consist of two 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 7 — Lease Obligations). Real Estate Facility As of June 30, 2020 and December 31, 2019, 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 June 30, 2020, a principal balance of $18.7 million was outstanding under the Real Estate Facility, and the average interest rate was 4.09% with a commitment fee of 0.50% of the aggregate unused principal amount of the Real Estate Facility. As of June 30, 2020, 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 $10.3 million of the Real Estate Facility in August 2020. Management has determined that the credit agreement governing the Real Estate Facility includes subjective acceleration clauses which could impact debt classification. Management has determined that no events have occurred at June 30, 2020 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facility is subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all debt covenants at June 30, 2020 and December 31, 2019. |
Lease Obligations
Lease Obligations | 6 Months Ended |
Jun. 30, 2020 | |
Lease Obligations | |
Lease Obligations | 7. Lease Obligations The following presents certain information related to the costs for leases ($ in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease cost $ 30,017 $ 30,616 $ 61,017 $ 60,818 Finance lease cost: Amortization of finance lease assets 1,048 — 1,048 — Interest on finance lease liabilities 407 — 407 — Short-term lease cost 390 873 879 1,586 Variable lease cost 6,028 550 11,056 1,102 Sublease income (455) (211) (867) (516) Net lease costs $ 37,435 $ 31,828 $ 73,540 $ 62,990 The following presents components of lease assets and lease liabilities, and the associated financial statement line items ($ in thousands): June 30, December 31, Lease Assets and Liabilities Financial Statement Line Items 2020 2019 Operating lease assets Operating lease assets $ 789,539 $ 807,537 Finance lease assets Property and equipment, net 29,036 — Total lease assets, net $ 818,575 $ 807,537 Operating lease liabilities - current Current portion of operating lease liabilities $ 60,315 $ 58,613 Finance lease liabilities - current Current portion of long-term debt 1,991 — Operating lease liabilities - non-current Operating lease liabilities, net of current portion 823,929 843,312 Finance lease liabilities - non-current Long-term debt, net of current portion 26,201 — Total lease liabilities $ 912,436 $ 901,925 The following presents supplemental cash flow information related to leases ($ in thousands): Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 61,248 $ 60,605 Operating cash flows for finance leases 267 — Financing cash flows for finance leases 1,725 — Lease assets obtained in exchange for lease liabilities: New, remeasured, and terminated operating leases $ 12,140 $ 43,027 New finance leases 29,522 — |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Measurements | |
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. 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 Company’s 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. Fair Value June 30, 2020 December 31, 2019 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,134,391 $ 1,044,213 $ 1,148,115 $ 1,104,947 Floor Plan Facility Revolving Line of Credit Level 2 20,885 20,702 40,885 41,299 Real Estate Facility Level 2 18,472 17,842 19,521 21,030 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 9. Commitments and Contingencies 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 “ Ronge Ronge the Company, certain of its officers, directors, Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C., and the underwriters of the May and October 2017 secondary offerings of the Company’s Class A common stock (the “Consolidated Complaint”). The Consolidated Complaint alleges violations of Sections 11 and 12(a)(2) of the Securities Act of 1933, as well as Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, based on allegedly materially misleading statements or omissions of material facts necessary to make certain statements not misleading related to the business, operations, and management of the Company. Additionally, it alleges that certain of the Company’s officers and directors, Crestview Partners II GP, L.P., and Crestview Advisors, L.L.C. violated Section 15 of the Securities Act of 1933 and Section 20(a) of the Securities Exchange Act of 1934, as amended, by allegedly acting as controlling persons of the Company. The lawsuit brings claims on behalf of a putative class of purchasers of the Company’s Class A common stock between March 8, 2017 and August 7, 2018, and seeks compensatory damages, rescission, attorneys’ fees and costs, and any equitable or injunctive relief the court deems just and proper. On May 17, 2019, the Company, along with the other defendants, moved to dismiss the Consolidated Complaint. On March 12, 2020, 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., et al. 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. 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., 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 Company’s 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. |
Statement of Cash Flows
Statement of Cash Flows | 6 Months Ended |
Jun. 30, 2020 | |
Statement of Cash Flows | |
Statements of Cash Flows | 10 . Statement of Cash Flows Supplemental disclosures of cash flow information for the following periods (in thousands) were as follows: Six Months Ended June 30, June 30, 2020 2019 Cash paid during the period for: Interest $ 35,059 $ 55,250 Income taxes 783 1,620 Non-cash investing activities: Leasehold improvements paid by lessor 24 10,353 Vehicles transferred to property and equipment from inventory 161 383 Capital expenditures in accounts payable and accrued liabilities 1,372 5,141 Non-cash financing activities: Par value of Class A common stock issued in exchange for common units in CWGS, LLC 1 — Par value of Class A common stock issued for vested restricted stock units 2 1 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2020 | |
Acquisitions | |
Acquisitions | 11. Acquisitions During the six months ended June 30, 2020, the Company did not acquire any businesses. During the six months ended June 30, 2019, subsidiaries of the Company acquired the assets of three RV dealerships that constituted businesses under accounting rules. The Company used a combination of cash and floor plan financing to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new RV and Outdoor Retail locations to expand its business and grow its customer base. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill. During the six months ended June 30, 2019, the RV and Outdoor Retail segment acquired the assets of RV dealerships for an aggregate purchase price of approximately $38.6 million. The purchases were partially funded through $8.4 million of borrowings under the Floor Plan Facility. For the six months ended June 30, 2019, the Company purchased real property of $0.7 million from parties related to the sellers of the businesses. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships, retail and consumer shows consist of the following: Six Months Ended June 30, ($ in thousands) 2020 2019 Tangible assets (liabilities) acquired (assumed): Inventories, net $ (108) $ 13,895 Prepaid expenses and other assets — 96 Property and equipment, net — 158 Accounts payable — (62) Other liabilities — (38) Total tangible net assets acquired (108) 14,049 Goodwill 108 24,559 Purchase price — 38,608 Cash paid for acquisitions, net of cash acquired — 38,608 Inventory purchases financed via floor plan — (8,416) Cash payment net of floor plan financing $ — $ 30,192 For the six months ended June 30, 2020, the fair values above represent measurement period adjustments for valuation of acquired inventories relating to dealership acquisitions during the year ended December 31, 2019. 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 six months ended June 30, 2020 and 2019, acquired goodwill of $0 million and $24.6 million, respectively, is expected to be deductible for tax purposes. Included in the six months ended June 30, 2019 consolidated financial results were $18.3 million of revenue and $1.0 million of pre-tax loss of the acquired dealerships from the applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Taxes | |
Income Taxes | 12. Income Taxes CWH is organized as a Subchapter C corporation and, as of June 30, 2020, is a 42.3% owner of CWGS, LLC (see Note 14 — Stockholders’ Equity and Note 15 — Non-Controlling Interests). CWGS, LLC is organized as a limited liability company and treated as a partnership for federal tax purposes, with the exception of Americas Road and Travel Club, Inc., Camping World, Inc. (“CW”), and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, which are Subchapter C corporations. 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 Enterprises LLC (“GSS”), to its indirect wholly-owned subsidiary, CW, a corporation. As a result of this transfer, the Company recorded an estimated $14.4 million of net income tax expense during the six months ended June 30, 2019 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 CW, 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 an estimated $7.2 million. Unrelated to the transfer described above, the Tax Receivable Agreement liability was reduced by an additional $1.1 million during the six months ended June 30, 2019 for changes in estimated state income tax rates applicable to CWH. As a result of these adjustments to the Tax Receivable Agreement liability, the Company recorded an estimated $8.5 million of other income in the condensed consolidated statement of operations for the six months ended June 30, 2019. As further described in Note 1 — Summary of Significant Accounting Policies — 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 “CARES Act”), 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 three and six months ended June 30, 2020, there were no material tax impacts to the Company’s condensed 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 $9.2 million as of June 30, 2020, which were included in other long-term liabilities in the condensed consolidated balance sheets. The Company will continue to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others. For the six months ended June 30, 2020 and 2019, the Company’s effective income tax rate was 14.2% and 54.7%, respectively. The decrease is primarily a result of higher income incurred at CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share, partially offset by operating losses recorded by CW for which no tax benefit can be recognized and absent the transfer of certain assets between subsidiaries in the prior period, which had resulted in the $14.4 million of net income tax expense described above. The Company's effective income tax rate for the six months ended June 30, 2020 was 14.2%, which differed from the federal statutory rate of 21.0% primarily due to a portion of the Company’s earnings being attributable to non-controlling interests in limited liability companies which are not subject to corporate level taxes and losses at certain subsidiaries for which an income tax benefit was not recorded, since there was a full valuation allowance against the related deferred tax assets of those subsidiaries. The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is more likely than not that all or a portion of the deferred tax assets may not be realized. At June 30, 2020 and December 31, 2019, the Company determined that all of its deferred tax assets (except those of CW and the Outside Basis Deferred Tax Asset discussed below) are more likely than not to be realized. The Company maintains a full valuation allowance against the deferred tax assets of CW, since it was determined that it is more likely than not, based on available objective evidence, that CW would have insufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits of its deferred tax assets. 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 Company is party to the Tax Receivable Agreement 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. During the six months ended June 30, 2020 and 2019, 110,000 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 June 30, 2020 and December 31, 2019, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $108.6 million and $114.8 million, respectively, of which $6.9 million and $6.6 million, respectively, was included in the current portion of the Tax Receivable Agreement liability in the condensed consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | 13. Related Party Transactions Transactions with Directors, Equity Holders and Executive Officers FreedomRoads leases various RV and Outdoor Retail locations from managers and officers. During the three months ended June 30, 2020 and 2019, the related party lease expense for these locations was $0.5 million and $0.5 million, respectively. During the six months ended June 30, 2020 and 2019, the related party lease expense for these locations was $1.0 million and $1.0 million, respectively. In January 2012, FreedomRoads entered into a lease (the “Original Lease”) for the offices in Lincolnshire, Illinois, which was amended as of March 2013 (the “First Amendment”). The Original Lease base rent of $29,000 per month was increased 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 “Office Lease”), the Company began leasing additional space for an additional monthly base rent of $5,200. The Company’s Chairman and Chief Executive Officer has personally guaranteed the Office Lease. Other Transactions 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 Company’s retail locations from Precise Graphix. Mr. Lemonis has a 67% economic interest in Precise Graphix. The Company paid Precise Graphix $0.1 million and $0.6 million for the three months ended June 30, 2020 and 2019, respectively, and $0.3 million and $0.8 million for the six months ended June 30, 2020 and 2019, respectively. The Company does business with certain companies in which Stephen Adams, a member of the Company’s 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 (“Adams Radio”), in which Mr. Adams has an indirect 90% interest. The Company paid Adams Radio $0 for both the three months ended June 30, 2020 and 2019, and $0 and $0.2 million for the six months ended June 30, 2020 and 2019, respectively. The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, and a member of the Company’s board of directors, $0.1 million and $0.1 million during the six months ended June 30, 2020 and 2019, respectively, for legal services. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 14. Stockholders’ Equity CWH has authorized preferred stock and three classes of common stock. The Class A common stock entitles the holders to receive dividends; distributions upon the liquidation, dissolution, or winding up of the Company; and have voting rights. The Class B common stock and Class C common stock entitles the holders to voting rights, which in certain cases are disproportionate to the voting rights of the Class A common stock; however, the holders of Class B common stock and Class C common stock are not entitled to receive dividends or distributions upon the liquidation, dissolution, or winding up of the Company. CWH is the sole managing member of CWGS, LLC and, although CWH has a minority economic interest in CWGS, LLC, CWH has the sole voting power in, and controls the management of, CWGS, LLC. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements. In accordance with the amended and restated limited liability company agreement of CWGS, LLC (the “LLC Agreement”), the Continuing Equity Owners with common units in CWGS, LLC may elect to exchange or redeem the common units for newly-issued shares of the Company’s Class A common stock or cash at the Company’s election, subject to certain restrictions. If the redeeming or exchanging party also holds Class B common stock, then simultaneously with the payment of cash or newly-issued shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units, a number of shares of the Company’s Class B common stock will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged. As required by the LLC Agreement, 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). |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2020 | |
Non-Controlling Interests | |
Non-Controlling Interests | 15. Non-Controlling Interests As described in Note 14 — Stockholders’ 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 CWH’s 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 June 30, 2020 and December 31, 2019, CWGS, LLC had negative net assets, which resulted in negative non-controlling interest amounts on the condensed 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 condensed consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the condensed consolidated statement of stockholders’ equity (deficit)). As of June 30, 2020 and December 31, 2019, there were 89,332,393 and 89,158,273 common units of CWGS, LLC outstanding, respectively, of which CWH owned 37,773,109 and 37,488,989 common units of CWGS, LLC, respectively, representing 42.3% and 42.0% ownership interests in CWGS, LLC, respectively, and the Continuing Equity Owners owned 51,559,284 and 51,669,284 common units of CWGS, LLC, respectively, representing 57.7% and 58.0% ownership interests in CWGS, LLC, respectively. The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity: Three Months Ended Six Months Ended June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Net income (loss) attributable to Camping World Holdings, Inc. $ 58,077 $ 18,017 $ 49,917 $ (1,378) 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 (105) — (105) — (Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units (10) 143 72 143 Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs (347) (273) (559) (273) Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 58 — 62 12 Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 57,673 $ 17,887 $ 49,387 $ (1,496) |
Equity-based Compensation Plans
Equity-based Compensation Plans | 6 Months Ended |
Jun. 30, 2020 | |
Equity-based Compensation Plans | |
Equity-based Compensation Plans | 16. 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: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Equity-based compensation expense: Costs applicable to revenue $ 191 $ 208 $ 347 $ 415 Selling, general, and administrative 3,991 3,655 7,147 6,164 Total equity-based compensation expense $ 4,182 $ 3,863 $ 7,494 $ 6,579 The following table summarizes stock option activity for the six months ended June 30, 2020: Stock Options (in thousands) Outstanding at December 31, 2019 745 Exercised (7) Forfeited (40) Outstanding at June 30, 2020 698 Options exercisable at June 30, 2020 516 The following table summarizes restricted stock unit activity for the six months ended June 30, 2020: Restricted Stock Units (in thousands) Outstanding at December 31, 2019 1,806 Granted 60 Vested (199) Forfeited (153) Outstanding at June 30, 2020 1,514 In June 2020, the Company entered into a consulting agreement with Melvin Flanigan that became effective after his resignation as the Company’s Chief Financial Officer and Secretary on June 30, 2020. Prior to Mr. Flanigan’s resignation from his employment with the Company, he was previously granted awards of (a) 62,500 restricted stock units (“RSUs”) on January 21, 2019 (the “First Award”), and (b) 60,000 RSUs on November 12, 2019 (the “Second Award”) pursuant to the Company’s 2016 Incentive Award Plan. The consulting agreement provides, among other things, that: (i) the remaining unvested 41,667 RSUs held by Mr. Flanigan pursuant to the First Award will vest on January 1, 2021, provided that the consulting agreement has not been terminated prior to December 31, 2020, and (ii) 20,000 unvested RSUs held by Mr. Flanigan pursuant to the Second Award that are scheduled to vest on November 15, 2020 will vest on such date, provided that the Consulting Agreement has not been terminated prior to such date. This modification resulted in an incremental equity-based compensation charge of $0.6 million during the three months ended June 30, 2020 and the remaining equity-based compensation of $0.7 million relating to the modified RSUs will be recorded over the remaining service period, net of forfeitures, through December 31, 2020. In July 2020, the Company granted 2.4 million RSUs to employees with an aggregate grant date fair value of $78.5 million, which will be recognized, net of forfeitures, through August 2025. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share | |
Earnings Per Share | 17. Earnings Per Share Basic earnings per share of Class A common stock is computed by dividing net income 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 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: Three Months Ended Six Months Ended June 30, June 30, (In thousands except per share amounts) 2020 2019 2020 2019 Numerator: Net income $ 163,222 $ 52,623 $ 149,093 $ 25,816 Less: net income attributable to non-controlling interests (105,145) (34,606) (99,176) (27,194) Net income (loss) attributable to Camping World Holdings, Inc. — $ 58,077 $ 18,017 49,917 (1,378) 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 79,603 22,565 68,383 — Net income (loss) attributable to Camping World Holdings, Inc. — $ 137,680 $ 40,582 $ 118,300 $ (1,378) Denominator: Weighted-average shares of Class A common stock outstanding — basic and diluted 37,635 37,239 37,585 37,217 Dilutive restricted stock units 434 17 359 — Dilutive common units of CWGS, LLC that are convertible into Class A common stock 51,620 51,669 51,634 — Weighted-average shares of Class A common stock outstanding — diluted 89,689 88,925 89,578 37,217 Earnings (loss) per share of Class A common stock — basic $ 1.54 $ 0.48 $ 1.33 $ (0.04) Earnings (loss) per share of Class A common stock — diluted $ 1.54 $ 0.46 $ 1.32 $ (0.04) Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: Stock options to purchase Class A common stock 715 804 726 831 Restricted stock units 620 1,351 658 1,427 Common units of CWGS, LLC that are convertible into Class A common stock — — — 51,671 Shares of the Company’s 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 | 6 Months Ended |
Jun. 30, 2020 | |
Segment Information | |
Segments Information | 18. Segments Information 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 refinancing 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 service and maintenance work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies and the sale of Good Sam Club memberships and co-branded credit cards. The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker to allocate resources and assess performance. The Company’s 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; and total assets are as follows: Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Good Sam RV and Good Sam RV and Services Outdoor Intersegment Services and Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 44,692 $ — $ (173) $ 44,519 $ 44,991 $ — $ (297) $ 44,694 New vehicles — 900,245 (2,070) 898,175 — 780,696 (1,826) 778,870 Used vehicles — 275,699 (789) 274,910 — 246,531 (782) 245,749 Products, service and other — 231,512 (340) 231,172 — 271,471 (7,045) 264,426 Finance and insurance, net — 150,194 (2,876) 147,318 — 131,498 (3,273) 128,225 Good Sam Club — 10,651 — 10,651 — 12,383 — 12,383 Total consolidated revenue $ 44,692 $ 1,568,301 $ (6,248) $ 1,606,745 $ 44,991 $ 1,442,579 $ (13,223) $ 1,474,347 Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Good Sam RV and Good Sam RV and Services Outdoor Intersegment Services and Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 93,384 $ — $ (1,657) $ 91,727 $ 93,289 $ — $ (1,629) $ 91,660 New vehicles — 1,398,641 (3,149) 1,395,492 — 1,311,445 (2,998) 1,308,447 Used vehicles — 482,932 (1,357) 481,575 — 427,136 (1,379) 425,757 Products, service and other — 404,524 (729) 403,795 — 481,669 (12,367) 469,302 Finance and insurance, net — 244,642 (4,868) 239,774 — 225,778 (5,662) 220,116 Good Sam Club — 21,655 — 21,655 — 23,834 — 23,834 Total consolidated revenue $ 93,384 $ 2,552,394 $ (11,760) $ 2,634,018 $ 93,289 $ 2,469,862 $ (24,035) $ 2,539,116 Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Segment income:(1) Good Sam Services and Plans $ 24,591 $ 21,208 $ 45,931 $ 43,622 RV and Outdoor Retail 188,383 75,687 188,511 75,312 Total segment income 212,974 96,895 234,442 118,934 Corporate & other (2,165) (3,914) (4,894) (7,087) Depreciation and amortization (12,567) (13,946) (26,645) (27,540) Other interest expense, net (14,547) (18,211) (29,205) (35,854) Tax Receivable Agreement liability adjustment — — — 8,477 Segment income before income taxes $ 183,695 $ 60,824 $ 173,698 $ 56,930 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Depreciation and amortization: Good Sam Services and Plans $ 768 $ 836 $ 1,524 1,688 RV and Outdoor Retail 11,799 13,110 25,121 25,852 Total depreciation and amortization $ 12,567 $ 13,946 $ 26,645 $ 27,540 Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Other interest expense, net: Good Sam Services and Plans $ — $ (1) $ — $ (1) RV and Outdoor Retail 2,082 2,265 3,974 4,413 Subtotal 2,082 2,264 3,974 4,412 Corporate & other 12,465 15,947 25,231 31,442 Total other interest expense, net $ 14,547 $ 18,211 $ 29,205 $ 35,854 June 30, December 31, ($ in thousands) 2020 2019 Assets: Good Sam Services and Plans $ 143,917 $ 138,360 RV and Outdoor Retail 2,914,659 3,047,652 Subtotal 3,058,576 3,186,012 Corporate & other 205,975 190,228 Total assets $ 3,264,551 $ 3,376,240 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Camping World Holdings, Inc. and its subsidiaries, and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three and six months ended June 30, 2020 are unaudited. The condensed consolidated balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) filed with the SEC on February 28, 2020. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an IPO and other related transactions in order to carry on the business of CWGS, LLC. 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 (“FreedomRoads”). 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 14 — Stockholders’ Equity). Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of June 30, 2020 and December 31, 2019, CWH owned 42.3% and 42.0%, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its condensed consolidated financial statements. The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed 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. 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 and revenue trends in May and June 2020. 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 Company’s 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 Company’s 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 (“RV”) manufacturers, and acquire used inventory from distressed sellers to help manage risks in its supply chain. Throughout the pandemic, the majority of the Company’s RV and Outdoor Retail locations have continued to operate as essential businesses and the Company has continued to operate its e-commerce business. 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 Company’s workforce. |
Description of the Business | Description of the Business Camping World Holdings, Inc, together with its subsidiaries, is America’s 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. See Note 18 – Segments Information to the condensed consolidated financial statements for further information about the Company’s segments. 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 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 “2019 Strategic Shift”) (see Note 4 – 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. In connection with the 2019 Strategic Shift, the Company has reduced its number of retail store locations to 164 as of June 30, 2020 from 227 as of June 30, 2019. A summary of the retail store openings, closings, divestitures, conversions and number of locations from June 30, 2019 to June 30, 2020, are in the table below: RV RV Service & Other Dealerships Retail Centers Retail Stores Total Number of store locations as of June 30, 2019 151 14 62 227 Opened 6 — — 6 Closed / divested (7) (2) (55) (64) Temporarily closed (1) (3) — (2) (5) Converted 5 (2) (3) — Number of store locations as of June 30, 2020 152 10 2 164 (1) These locations are temporarily closed in response to the COVID-19 pandemic. |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated 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 condensed 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. |
Contracts in Transit, Accounts Receivable and Current Expected Credit Losses | 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 Company’s 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. Due to increased demand, the Company saw a substantial increase in contracts in transit volume during the three months ended June 30, 2020. The increase in contract volume, coupled with the transition to working from home and additional employment verification procedures performed by lenders, have led to a backlog in contract funding. The Company has not observed any material changes in collectability trends during the period on these contracts. 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 $8.4 million at June 30, 2020 and $8.6 million at December 31, 2019 which are included in other assets in the condensed consolidated balance sheets. The allowance for doubtful accounts is based on management’s 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 risks characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that an allowance for doubtful accounts of $0.2 million was required at June 30, 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 $3.5 million for uncollectible accounts were required as of both June 30, 2020 and December 31, 2019. The following table details the changes in the allowance for doubtful accounts (in thousands): Six Months Ended June 30, June 30, 2020 2019 Allowance for doubtful accounts: Balance, beginning of period $ 3,537 $ 4,398 Charged to bad debt expense 531 379 Deductions (1) (611) (131) Balance, end of period $ 3,457 $ 4,646 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. |
Recently Adopted and Issued Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). 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, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). 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) (“ASU 2020-04”). 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 (“LIBOR”)) 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 (“ASU 2019-12”). This standard reduces complexity by removing specific exceptions to general principles related to intraperiod tax allocations, ownership changes in foreign investments, and interim period income tax accounting for year-to-date losses that exceed anticipated losses. This standard also simplifies accounting for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The ASU permits either a retrospective basis or a modified retrospective transition approach. The Company is currently evaluating the impact that the adoption of the provisions of this ASU will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of store locations | RV RV Service & Other Dealerships Retail Centers Retail Stores Total Number of store locations as of June 30, 2019 151 14 62 227 Opened 6 — — 6 Closed / divested (7) (2) (55) (64) Temporarily closed (1) (3) — (2) (5) Converted 5 (2) (3) — Number of store locations as of June 30, 2020 152 10 2 164 (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): Six Months Ended June 30, June 30, 2020 2019 Allowance for doubtful accounts: Balance, beginning of period $ 3,537 $ 4,398 Charged to bad debt expense 531 379 Deductions (1) (611) (131) Balance, end of period $ 3,457 $ 4,646 (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue | |
Summary of total unsatisfied performance obligation for these revenue streams, that the Company expects to recognize the amounts as revenue | As of June 30, 2020 2020 $ 55,135 2021 47,149 2022 20,793 2023 10,538 2024 5,516 Thereafter 7,083 Total $ 146,214 |
Inventories, net and Notes Pa_2
Inventories, net and Notes Payable - Floor Plan, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory | |
Schedule of inventories | Inventories consisted of the following (in thousands): June 30, December 31, 2020 2019 Good Sam services and plans $ 14 $ 590 New RVs 711,164 966,134 Used RVs 126,687 165,927 Products, parts, accessories and other 214,357 225,888 $ 1,052,222 $ 1,358,539 |
Floor Plan Facility | |
Inventory | |
Schedule of outstanding amounts and available borrowing | The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, 2020 2019 Floor Plan Facility Notes payable - floor plan: Total commitment $ 1,379,750 $ 1,379,750 Less: borrowings, net (470,871) (848,027) Less: flooring line aggregate interest reduction account (216,850) (87,016) Additional borrowing capacity 692,029 444,707 Less: accounts payable for sold inventory (88,556) (27,892) Less: purchase commitments (31,993) (8,006) Unencumbered borrowing capacity $ 571,480 $ 408,809 Revolving line of credit: $ 54,000 $ 60,000 Less: borrowings (20,885) (40,885) Less: temporary limitation on borrowing through July 31, 2020 (33,115) — Additional borrowing capacity $ — $ 19,115 Letters of credit: Total commitment $ 15,000 $ 15,000 Less: outstanding letters of credit (11,175) (11,175) Additional letters of credit capacity $ 3,825 $ 3,825 |
Restructuring and Long-lived _2
Restructuring and Long-lived Asset Impairment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Long-lived Asset Impairment | |
Schedule of expenses associated with the 2019 Strategic Shift | The following table details the costs incurred during the three and six months ended June 30, 2020 associated with the 2019 Strategic Shift (in thousands): Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 Restructuring costs: One-time termination benefits (1) $ 51 $ 231 Lease termination costs (2) 656 1,245 Incremental inventory reserve charges (3) 57 543 Other associated costs (4) 4,483 10,099 Total restructuring costs $ 5,247 $ 12,118 (1) These costs were primarily in costs applicable to revenues – products, service and other, in the condensed consolidated statements of operations. (2) These costs were included in lease termination charges in the condensed 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 – products, service and other in the condensed 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 three and six months ended June 30, 2020, costs of approximately $0.1 million and $0.4 million were included in costs applicable to revenue – products, service and other and $4.4 million and $9.7 million were included in selling, general, and administrative expenses, respectively, in the condensed 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): One-time Lease Other Termination Termination Associated Benefits Costs (1) Costs Total Balance at June 30, 2019 $ — $ — $ — $ — Charged to expense 1,008 1,350 4,321 6,679 Paid or otherwise settled (286) (1,350) (4,036) (5,672) Balance at December 31, 2019 722 — 285 1,007 Charged to expense 231 5,690 10,099 16,020 Paid or otherwise settled (879) (5,690) (9,103) (15,672) Balance at June 30, 2020 $ 74 $ — $ 1,281 $ 1,355 (1) Lease termination costs exclude the $1.3 million and the $4.4 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 six months ended June 30, 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets | |
Changes in goodwill by business line | The following is a summary of changes in the Company’s goodwill by segment for the six months ended June 30, 2020 (in thousands): Good Sam Services and RV and Plans Outdoor Retail Consolidated Balance as of December 31, 2019 (excluding impairment charges) $ 70,713 $ 558,065 $ 628,778 Accumulated impairment charges (46,884) (194,953) (241,837) Balance as of December 31, 2019 23,829 363,112 386,941 Acquisitions (1) — 108 108 Balance as of June 30, 2020 $ 23,829 $ 363,220 $ 387,049 (1) Represents measurement period adjustments relating to prior period acquisitions (see Note 11 — Acquisitions). |
Finite-lived intangible assets and related accumulated amortization | Finite-lived intangible assets and related accumulated amortization consisted of the following at June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership and customer lists $ 9,140 $ (8,325) $ 815 RV and Outdoor Retail: Customer lists and domain names 2,065 (1,815) 250 Trademarks and trade names 28,955 (5,823) 23,132 Websites 6,140 (2,236) 3,904 $ 46,300 $ (18,199) $ 28,101 December 31, 2019 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership and customer lists $ 9,140 $ (7,972) $ 1,168 RV and Outdoor Retail: Customer lists and domain names 2,065 (1,768) 297 Trademarks and trade names 28,955 (4,862) 24,093 Websites 5,990 (1,841) 4,149 $ 46,150 $ (16,443) $ 29,707 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Long-Term Debt | |
Long-Term debt | Outstanding long-term debt consisted of the following (in thousands): June 30, December 31, 2020 2019 Term Loan Facility (1) $ 1,134,391 $ 1,148,115 Finance Lease Liabilities 28,192 — Real Estate Facility (2) 18,472 19,521 Subtotal 1,181,055 1,167,636 Less: current portion (15,828) (14,085) Total $ 1,165,227 $ 1,153,551 (1) Net of $3.8 million and $4.3 million of original issue discount at June 30, 2020 and December 31, 2019, respectively, and $9.3 million and $10.7 million of finance costs at June 30, 2020 and December 31, 2019, respectively. (2) Net of $0.2 million and $0.2 million of finance costs at June 30, 2020 and December 31, 2019, respectively. |
Schedule of outstanding amounts and available borrowings under 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): June 30, December 31, 2020 2019 Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,195,000 $ 1,195,000 Less: cumulative principal payments (47,513) (31,898) Less: unamortized original issue discount (3,790) (4,320) Less: finance costs (9,306) (10,667) 1,134,391 1,148,115 Less: current portion (11,991) (11,991) Long-term debt, net of current portion $ 1,122,400 $ 1,136,124 Revolving Credit Facility: Total commitment $ 35,000 $ 35,000 Less: outstanding letters of credit (5,622) (4,112) Less: availability reduction due to Total Leverage Ratio — (21,622) Additional borrowing capacity $ 29,378 $ 9,266 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Lease Obligations | |
Summary of lease cost | The following presents certain information related to the costs for leases ($ in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease cost $ 30,017 $ 30,616 $ 61,017 $ 60,818 Finance lease cost: Amortization of finance lease assets 1,048 — 1,048 — Interest on finance lease liabilities 407 — 407 — Short-term lease cost 390 873 879 1,586 Variable lease cost 6,028 550 11,056 1,102 Sublease income (455) (211) (867) (516) Net lease costs $ 37,435 $ 31,828 $ 73,540 $ 62,990 |
Schedule of cash flow supplemental information | The following presents supplemental cash flow information related to leases ($ in thousands): Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 61,248 $ 60,605 Operating cash flows for finance leases 267 — Financing cash flows for finance leases 1,725 — Lease assets obtained in exchange for lease liabilities: New, remeasured, and terminated operating leases $ 12,140 $ 43,027 New finance leases 29,522 — |
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): June 30, December 31, Lease Assets and Liabilities Financial Statement Line Items 2020 2019 Operating lease assets Operating lease assets $ 789,539 $ 807,537 Finance lease assets Property and equipment, net 29,036 — Total lease assets, net $ 818,575 $ 807,537 Operating lease liabilities - current Current portion of operating lease liabilities $ 60,315 $ 58,613 Finance lease liabilities - current Current portion of long-term debt 1,991 — Operating lease liabilities - non-current Operating lease liabilities, net of current portion 823,929 843,312 Finance lease liabilities - non-current Long-term debt, net of current portion 26,201 — Total lease liabilities $ 912,436 $ 901,925 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Measurements | |
Summary of aggregate carrying value and fair value of fixed rate debt | Fair Value June 30, 2020 December 31, 2019 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,134,391 $ 1,044,213 $ 1,148,115 $ 1,104,947 Floor Plan Facility Revolving Line of Credit Level 2 20,885 20,702 40,885 41,299 Real Estate Facility Level 2 18,472 17,842 19,521 21,030 |
Statement of Cash Flows (Tables
Statement of Cash Flows (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Statement of Cash Flows | |
Supplemental disclosures of cash flow information | Supplemental disclosures of cash flow information for the following periods (in thousands) were as follows: Six Months Ended June 30, June 30, 2020 2019 Cash paid during the period for: Interest $ 35,059 $ 55,250 Income taxes 783 1,620 Non-cash investing activities: Leasehold improvements paid by lessor 24 10,353 Vehicles transferred to property and equipment from inventory 161 383 Capital expenditures in accounts payable and accrued liabilities 1,372 5,141 Non-cash financing activities: Par value of Class A common stock issued in exchange for common units in CWGS, LLC 1 — Par value of Class A common stock issued for vested restricted stock units 2 1 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Assets Or Stock Of Multiple Dealership Locations Acquired [Member] | |
Acquisitions | |
Summary of the purchase price allocations | Six Months Ended June 30, ($ in thousands) 2020 2019 Tangible assets (liabilities) acquired (assumed): Inventories, net $ (108) $ 13,895 Prepaid expenses and other assets — 96 Property and equipment, net — 158 Accounts payable — (62) Other liabilities — (38) Total tangible net assets acquired (108) 14,049 Goodwill 108 24,559 Purchase price — 38,608 Cash paid for acquisitions, net of cash acquired — 38,608 Inventory purchases financed via floor plan — (8,416) Cash payment net of floor plan financing $ — $ 30,192 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Non-Controlling Interests | |
Schedule of effects of change in ownership | Three Months Ended Six Months Ended June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Net income (loss) attributable to Camping World Holdings, Inc. $ 58,077 $ 18,017 $ 49,917 $ (1,378) 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 (105) — (105) — (Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units (10) 143 72 143 Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs (347) (273) (559) (273) Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC 58 — 62 12 Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 57,673 $ 17,887 $ 49,387 $ (1,496) |
Equity-based Compensation Pla_2
Equity-based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity-based Compensation Plans | |
Schedule of equity-based compensation expense classified with the consolidated statements of operations | Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Equity-based compensation expense: Costs applicable to revenue $ 191 $ 208 $ 347 $ 415 Selling, general, and administrative 3,991 3,655 7,147 6,164 Total equity-based compensation expense $ 4,182 $ 3,863 $ 7,494 $ 6,579 |
Summary of stock option activity | Stock Options (in thousands) Outstanding at December 31, 2019 745 Exercised (7) Forfeited (40) Outstanding at June 30, 2020 698 Options exercisable at June 30, 2020 516 |
Summary of restricted stock unit activity | Restricted Stock Units (in thousands) Outstanding at December 31, 2019 1,806 Granted 60 Vested (199) Forfeited (153) Outstanding at June 30, 2020 1,514 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share | |
Schedule of reconciliations of the numerators and denominators used to compute basic and diluted earnings | Three Months Ended Six Months Ended June 30, June 30, (In thousands except per share amounts) 2020 2019 2020 2019 Numerator: Net income $ 163,222 $ 52,623 $ 149,093 $ 25,816 Less: net income attributable to non-controlling interests (105,145) (34,606) (99,176) (27,194) Net income (loss) attributable to Camping World Holdings, Inc. — $ 58,077 $ 18,017 49,917 (1,378) 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 79,603 22,565 68,383 — Net income (loss) attributable to Camping World Holdings, Inc. — $ 137,680 $ 40,582 $ 118,300 $ (1,378) Denominator: Weighted-average shares of Class A common stock outstanding — basic and diluted 37,635 37,239 37,585 37,217 Dilutive restricted stock units 434 17 359 — Dilutive common units of CWGS, LLC that are convertible into Class A common stock 51,620 51,669 51,634 — Weighted-average shares of Class A common stock outstanding — diluted 89,689 88,925 89,578 37,217 Earnings (loss) per share of Class A common stock — basic $ 1.54 $ 0.48 $ 1.33 $ (0.04) Earnings (loss) per share of Class A common stock — diluted $ 1.54 $ 0.46 $ 1.32 $ (0.04) Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock: Stock options to purchase Class A common stock 715 804 726 831 Restricted stock units 620 1,351 658 1,427 Common units of CWGS, LLC that are convertible into Class A common stock — — — 51,671 |
Segments Information (Tables)
Segments Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Information | |
Reportable segment revenue | Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Good Sam RV and Good Sam RV and Services Outdoor Intersegment Services and Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 44,692 $ — $ (173) $ 44,519 $ 44,991 $ — $ (297) $ 44,694 New vehicles — 900,245 (2,070) 898,175 — 780,696 (1,826) 778,870 Used vehicles — 275,699 (789) 274,910 — 246,531 (782) 245,749 Products, service and other — 231,512 (340) 231,172 — 271,471 (7,045) 264,426 Finance and insurance, net — 150,194 (2,876) 147,318 — 131,498 (3,273) 128,225 Good Sam Club — 10,651 — 10,651 — 12,383 — 12,383 Total consolidated revenue $ 44,692 $ 1,568,301 $ (6,248) $ 1,606,745 $ 44,991 $ 1,442,579 $ (13,223) $ 1,474,347 Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Good Sam RV and Good Sam RV and Services Outdoor Intersegment Services and Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 93,384 $ — $ (1,657) $ 91,727 $ 93,289 $ — $ (1,629) $ 91,660 New vehicles — 1,398,641 (3,149) 1,395,492 — 1,311,445 (2,998) 1,308,447 Used vehicles — 482,932 (1,357) 481,575 — 427,136 (1,379) 425,757 Products, service and other — 404,524 (729) 403,795 — 481,669 (12,367) 469,302 Finance and insurance, net — 244,642 (4,868) 239,774 — 225,778 (5,662) 220,116 Good Sam Club — 21,655 — 21,655 — 23,834 — 23,834 Total consolidated revenue $ 93,384 $ 2,552,394 $ (11,760) $ 2,634,018 $ 93,289 $ 2,469,862 $ (24,035) $ 2,539,116 |
Reportable segment income | Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Segment income:(1) Good Sam Services and Plans $ 24,591 $ 21,208 $ 45,931 $ 43,622 RV and Outdoor Retail 188,383 75,687 188,511 75,312 Total segment income 212,974 96,895 234,442 118,934 Corporate & other (2,165) (3,914) (4,894) (7,087) Depreciation and amortization (12,567) (13,946) (26,645) (27,540) Other interest expense, net (14,547) (18,211) (29,205) (35,854) Tax Receivable Agreement liability adjustment — — — 8,477 Segment income before income taxes $ 183,695 $ 60,824 $ 173,698 $ 56,930 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. |
Reportable depreciation and amortization and other interest expense, net | Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Depreciation and amortization: Good Sam Services and Plans $ 768 $ 836 $ 1,524 1,688 RV and Outdoor Retail 11,799 13,110 25,121 25,852 Total depreciation and amortization $ 12,567 $ 13,946 $ 26,645 $ 27,540 Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, ($ in thousands) 2020 2019 2020 2019 Other interest expense, net: Good Sam Services and Plans $ — $ (1) $ — $ (1) RV and Outdoor Retail 2,082 2,265 3,974 4,413 Subtotal 2,082 2,264 3,974 4,412 Corporate & other 12,465 15,947 25,231 31,442 Total other interest expense, net $ 14,547 $ 18,211 $ 29,205 $ 35,854 |
Reportable segment assets | June 30, December 31, ($ in thousands) 2020 2019 Assets: Good Sam Services and Plans $ 143,917 $ 138,360 RV and Outdoor Retail 2,914,659 3,047,652 Subtotal 3,058,576 3,186,012 Corporate & other 205,975 190,228 Total assets $ 3,264,551 $ 3,376,240 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Description of Business (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020USD ($)location | Jun. 30, 2020USD ($)locationsegment | Jun. 30, 2020location | Dec. 31, 2019USD ($)location | May 31, 2020USD ($) | |
Segments Information | |||||
Number of reportable segments | segment | 2 | ||||
Number of stores | 164 | 164 | 227 | ||
Number of stores, beginning of period | 227 | ||||
Number of locations opened | 6 | ||||
Closed/divested | (64) | ||||
Temporarily closed | (5) | ||||
Number of stores, end of period | 164 | 164 | 164 | ||
Liquidation of inventory | $ | $ 5,247 | ||||
Lease payment deferrals | $ | $ 14,000 | ||||
RV Dealerships | |||||
Segments Information | |||||
Number of stores | 152 | 152 | 152 | ||
Number of stores, beginning of period | 151 | ||||
Number of locations opened | 6 | ||||
Closed/divested | (7) | ||||
Temporarily closed | (3) | ||||
Number of locations converted | 5 | ||||
Number of stores, end of period | 152 | 152 | 152 | ||
RV Service And Retail Centers | |||||
Segments Information | |||||
Number of stores | 10 | 10 | 10 | ||
Number of stores, beginning of period | 14 | ||||
Closed/divested | (2) | ||||
Number of locations converted | (2) | ||||
Number of stores, end of period | 10 | 10 | 10 | ||
Other Retail Stores | |||||
Segments Information | |||||
Number of stores | 2 | 2 | 2 | ||
Number of stores, beginning of period | 62 | ||||
Closed/divested | (55) | ||||
Temporarily closed | (2) | ||||
Number of locations converted | (3) | ||||
Number of stores, end of period | 2 | 2 | 2 | ||
CWH | CWGS, LLC | |||||
Segments Information | |||||
Ownership interest | 42.30% | 42.00% | |||
2019 Strategic Shift | |||||
Segments Information | |||||
Liquidation of inventory | $ | $ 12,118 | ||||
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
"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 | $ 8,400 | $ 8,600 | |
Allowance for doubtful accounts - contracts in transit | 200 | $ 0 | |
Allowance for doubtful accounts | |||
Balance, beginning of period | 3,537 | $ 4,398 | |
Charged to bad debt expense | 531 | 379 | |
Deductions | (611) | (131) | |
Balance, end of period | $ 3,457 | $ 4,646 |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts Receivable | RV Service | ||
Revenue | ||
Contract asset | $ 5.4 | $ 6.1 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Performance obligation | |
Revenue expected to be recognized | $ 146,214 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 55,135 |
Unsatisfied performance obligation, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 47,149 |
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 | $ 20,793 |
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 | $ 10,538 |
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 | $ 5,516 |
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 | $ 7,083 |
Unsatisfied performance obligation, period |
Inventories, net and Notes Pa_3
Inventories, net and Notes Payable - Floor Plan, net - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventories | ||
Inventories | $ 1,052,222 | $ 1,358,539 |
Good Sam Services and Plans | ||
Inventories | ||
Inventories | 14 | 590 |
New RV vehicles | ||
Inventories | ||
Inventories | 711,164 | 966,134 |
Used RV vehicles | ||
Inventories | ||
Inventories | 126,687 | 165,927 |
Products, service and other | ||
Inventories | ||
Inventories | $ 214,357 | $ 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 ($) | May 12, 2020 | Oct. 08, 2019 | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | 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 | 216,900 | 87,000 | ||||
FLAIR Maximum Percentage | 30.00% | 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 | $ 54,000 | $ 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% | ||||
Variable rate basis (as a percent) | 0.17 | 1.71 | ||||
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) | 1.00% |
Inventories, net and Notes Pa_5
Inventories, net and Notes Payable - Floor Plan, net - Floor Plan Outstanding (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Floor Plan Payable | ||
Less: borrowings, net | $ (20,885) | $ (40,885) |
Floor Plan Facility | ||
Floor Plan Payable | ||
Total commitment | 1,379,750 | 1,379,750 |
Less: borrowings, net | (470,871) | (848,027) |
Less: temporary limitation on borrowing through July 31, 2020 | 33,115 | |
Less: flooring line aggregate interest reduction account | 216,850 | 87,016 |
Additional borrowing capacity | 692,029 | 444,707 |
Less: accounts payable for sold inventory | (88,556) | (27,892) |
Less: purchase commitments | 31,993 | 8,006 |
Unencumbered borrowing capacity | 571,480 | 408,809 |
Line of Credit | Floor Plan Facility | ||
Floor Plan Payable | ||
Total commitment | 54,000 | 60,000 |
Less: borrowings, net | (20,885) | (40,885) |
Additional borrowing capacity | 19,115 | |
Letters of credit | Floor Plan Facility | ||
Floor Plan Payable | ||
Total commitment | 15,000 | 15,000 |
Less: outstanding letters of credit | (11,175) | (11,175) |
Additional letters of credit capacity | $ 3,825 | $ 3,825 |
Restructuring and Long-lived _3
Restructuring and Long-lived Asset Impairment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jun. 30, 2020USD ($)location | Jun. 30, 2020USD ($)location | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($)location | Jun. 30, 2020USD ($)location | Sep. 03, 2019USD ($) | Jun. 30, 2019location | |
2019 Strategic Shift | |||||||
Closed/divested | location | 64 | ||||||
Temporarily closed | location | 5 | ||||||
Number of stores | location | 164 | 164 | 164 | 164 | 227 | ||
Restructuring Costs | |||||||
Charged to expense | $ 5,247 | ||||||
Long-lived Asset Impairment | |||||||
Number of locations with impaired long-lived assets | location | 10 | 10 | 10 | 10 | |||
Long-lived asset impairment | $ 0 | $ 6,569 | |||||
Leasehold improvements | |||||||
Long-lived Asset Impairment | |||||||
Long-lived asset impairment | 2,400 | ||||||
Furniture and equipment | |||||||
Long-lived Asset Impairment | |||||||
Long-lived asset impairment | 2,600 | ||||||
Operating lease right-of-use assets | |||||||
Long-lived Asset Impairment | |||||||
Long-lived asset impairment | $ 1,600 | ||||||
Lease Termination Costs | |||||||
Restructuring Costs | |||||||
Charged to expense | 656 | ||||||
Other associated costs | |||||||
Restructuring Costs | |||||||
Charged to expense | 4,483 | ||||||
Selling, general, and administrative | One-time termination benefits | |||||||
Restructuring Costs | |||||||
Charged to expense | 51 | ||||||
Costs applicable to revenue | Incremental inventory reserve charges | |||||||
Restructuring Costs | |||||||
Charged to expense | $ 57 | ||||||
2019 Strategic Shift | |||||||
2019 Strategic Shift | |||||||
Number of distribution centers closed | location | 3 | ||||||
Number of distribution centers reopened and repurposed | location | 1 | 1 | 1 | 1 | |||
Restructuring Costs | |||||||
Charged to expense | $ 12,118 | ||||||
Gain from derecognition of the operating lease assets and liabilities relating to the terminated leases | 4,400 | $ 1,300 | |||||
Long-lived Asset Impairment | |||||||
Long-lived asset impairment | 6,500 | ||||||
2019 Strategic Shift | Minimum | |||||||
2019 Strategic Shift | |||||||
Expected incurred costs | $ 78,600 | 78,600 | $ 78,600 | $ 78,600 | |||
Additional costs to be incurred | 5,600 | 5,600 | 5,600 | 5,600 | |||
2019 Strategic Shift | Maximum | |||||||
2019 Strategic Shift | |||||||
Expected incurred costs | 88,600 | 88,600 | 88,600 | 88,600 | |||
Additional costs to be incurred | 10,600 | 10,600 | 10,600 | 10,600 | |||
2019 Strategic Shift | One-time termination benefits | |||||||
Restructuring Costs | |||||||
Beginning balance | 722 | ||||||
Charged to expense | 231 | 1,008 | |||||
Paid or otherwise settled | (879) | (286) | |||||
Ending balance | 74 | 74 | 722 | 74 | 74 | ||
2019 Strategic Shift | One-time termination benefits | Minimum | |||||||
2019 Strategic Shift | |||||||
Expected incurred costs | $ 1,200 | ||||||
2019 Strategic Shift | Contract termination | |||||||
Restructuring Costs | |||||||
Charged to expense | 5,690 | 1,350 | |||||
Paid or otherwise settled | (5,690) | (1,350) | |||||
2019 Strategic Shift | Lease Termination Costs | |||||||
Restructuring Costs | |||||||
Charged to expense | 1,245 | 7,000 | |||||
2019 Strategic Shift | Lease Termination Costs | Minimum | |||||||
2019 Strategic Shift | |||||||
Expected incurred costs | 15,000 | ||||||
2019 Strategic Shift | Lease Termination Costs | Maximum | |||||||
2019 Strategic Shift | |||||||
Expected incurred costs | 20,000 | ||||||
2019 Strategic Shift | Incremental inventory reserve charges | |||||||
2019 Strategic Shift | |||||||
Expected incurred costs | 42,400 | ||||||
2019 Strategic Shift | Other associated costs | |||||||
2019 Strategic Shift | |||||||
Incurred costs | 14,400 | 14,400 | 14,400 | 14,400 | |||
Restructuring Costs | |||||||
Beginning balance | 285 | ||||||
Charged to expense | 10,099 | 4,321 | 14,400 | ||||
Paid or otherwise settled | (9,103) | (4,036) | |||||
Ending balance | 1,281 | 1,281 | 285 | 1,281 | 1,281 | ||
2019 Strategic Shift | Other associated costs | Minimum | |||||||
2019 Strategic Shift | |||||||
Expected incurred costs | 20,000 | ||||||
2019 Strategic Shift | Other associated costs | Maximum | |||||||
2019 Strategic Shift | |||||||
Expected incurred costs | $ 25,000 | ||||||
2019 Strategic Shift | Restructuring costs excluding incremental inventory reserve charges | |||||||
Restructuring Costs | |||||||
Beginning balance | 1,007 | ||||||
Charged to expense | 16,020 | 6,679 | |||||
Paid or otherwise settled | (15,672) | (5,672) | |||||
Ending balance | 1,355 | 1,355 | $ 1,007 | $ 1,355 | $ 1,355 | ||
2019 Strategic Shift | Selling, general, and administrative | One-time termination benefits | |||||||
Restructuring Costs | |||||||
Charged to expense | 231 | ||||||
2019 Strategic Shift | Selling, general, and administrative | Other associated costs | |||||||
Restructuring Costs | |||||||
Charged to expense | 4,400 | 9,700 | |||||
2019 Strategic Shift | Costs applicable to revenue | Incremental inventory reserve charges | |||||||
Restructuring Costs | |||||||
Charged to expense | 543 | ||||||
2019 Strategic Shift | Costs applicable to revenue | Other associated costs | |||||||
Restructuring Costs | |||||||
Charged to expense | $ 100 | $ 400 | |||||
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 | 19 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2018 | |
Goodwill | |||
Balance (excluding impairment charges) | $ 628,778 | ||
Accumulated impairment charges | (241,837) | ||
Balance | $ 386,941 | $ 386,941 | |
Acquisitions | 108 | ||
Impairment charge | 0 | ||
Balance | 387,049 | ||
Good Sam Services and Plans | |||
Goodwill | |||
Balance (excluding impairment charges) | 70,713 | ||
Accumulated impairment charges | (46,884) | ||
Balance | 23,829 | 23,829 | |
Balance | 23,829 | ||
RV and Outdoor Retail | |||
Goodwill | |||
Balance (excluding impairment charges) | 558,065 | ||
Accumulated impairment charges | $ (194,953) | ||
Balance | $ 363,112 | 363,112 | |
Acquisitions | 108 | ||
Balance | $ 363,220 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Intangible Assets | ||
Cost or Fair Value | $ 46,300 | $ 46,150 |
Accumulated Amortization | (18,199) | (16,443) |
Net | 28,101 | 29,707 |
Good Sam Services and Plans | Membership and customer lists | ||
Intangible Assets | ||
Cost or Fair Value | 9,140 | 9,140 |
Accumulated Amortization | (8,325) | (7,972) |
Net | 815 | 1,168 |
RV and Outdoor Retail | Customer lists and domain names | ||
Intangible Assets | ||
Cost or Fair Value | 2,065 | 2,065 |
Accumulated Amortization | (1,815) | (1,768) |
Net | 250 | 297 |
RV and Outdoor Retail | Trademarks and trade names | ||
Intangible Assets | ||
Cost or Fair Value | 28,955 | 28,955 |
Accumulated Amortization | (5,823) | (4,862) |
Net | 23,132 | 24,093 |
RV and Outdoor Retail | Websites | ||
Intangible Assets | ||
Cost or Fair Value | 6,140 | 5,990 |
Accumulated Amortization | (2,236) | (1,841) |
Net | $ 3,904 | $ 4,149 |
Long-Term Debt - Outstanding lo
Long-Term Debt - Outstanding long term debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Long-Term Debt | ||
Finance Lease Liabilities | $ 28,192 | |
Subtotal | 1,181,055 | $ 1,167,636 |
Less: current portion | (15,828) | (14,085) |
Total | 1,165,227 | 1,153,551 |
Term Loan Facility | ||
Long-Term Debt | ||
Amount outstanding | 1,134,391 | 1,148,115 |
Unamortized discount | 3,800 | 4,300 |
Finance costs | 9,300 | 10,700 |
Real Estate Facility | ||
Long-Term Debt | ||
Amount outstanding | 18,472 | 19,521 |
Finance costs | $ 200 | $ 200 |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Credit Facilities (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020USD ($)property | Dec. 31, 2019USD ($) | |
Finance Lease Liabilities | ||
Number of real estate parcels under finance leases | property | 2 | |
Term Loan Facility | ||
Long-Term Debt | ||
Maximum borrowing capacity | $ 1,190,000 | $ 1,190,000 |
Unamortized discount | 3,800 | 4,300 |
Secured Debt | Term Loan Facility | ||
Long-Term Debt | ||
Unamortized discount | $ 3,790 | $ 4,320 |
Secured Debt | Line of Credit | Term Loan Facility | ||
Long-Term Debt | ||
Debt Instrument, Prepayment Requirement, Percentage of Excess Cash Flow | 50.00% | |
Principal payment frequency | quarterly | quarterly |
Quarterly amortization payment | $ 3,000 | $ 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 | 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 | $ 15,000 |
Long-Term Debt - Real Estate Fa
Long-Term Debt - Real Estate Facility (Details) - USD ($) $ in Thousands | Aug. 06, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Real Estate Facility | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 18,472 | $ 19,521 | |
New Senior Secured Credit Facility | Secured Debt | |||
Debt Instrument [Line Items] | |||
Additional borrowing capacity | 29,378 | 9,266 | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,190,000 | 1,190,000 | |
Interest rate (as a percent) | 4.12% | ||
Amount outstanding | $ 1,134,391 | 1,148,115 | |
Term Loan Facility | Secured Debt | |||
Debt Instrument [Line Items] | |||
Amount outstanding | 1,134,391 | 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) | 4.09% | ||
Commitment fee (as a percent) | 0.50% | ||
Additional borrowing capacity | $ 0 | ||
Amount outstanding | 18,700 | ||
Payment of debt | $ 10,300 | ||
Line of Credit | Term Loan Facility | Secured Debt | |||
Debt Instrument [Line Items] | |||
Payment of debt | $ 9,600 |
Long-Term Debt - Outstanding am
Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Less: current portion | $ (15,828) | $ (14,085) |
Long-term debt, net of current portion | 1,165,227 | 1,153,551 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Less: unamortized original issue discount | (3,800) | (4,300) |
Less: finance costs | (9,300) | (10,700) |
Total commitment | 1,134,391 | 1,148,115 |
Secured Debt | New Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Additional borrowing capacity | 29,378 | 9,266 |
Secured Debt | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 1,195,000 | 1,195,000 |
Less: cumulative principal payments | (47,513) | (31,898) |
Less: unamortized original issue discount | (3,790) | (4,320) |
Less: finance costs | (9,306) | (10,667) |
Total commitment | 1,134,391 | 1,148,115 |
Less: current portion | (11,991) | (11,991) |
Long-term debt, net of current portion | 1,122,400 | 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 | $ (5,622) | (4,112) |
Less: availability reduction due to Total Leverage Ratio | $ (21,622) |
Lease Obligations - Lease Costs
Lease Obligations - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lease costs | ||||
Operating lease cost | $ 30,017 | $ 30,616 | $ 61,017 | $ 60,818 |
Amortization of finance lease assets | 1,048 | 1,048 | ||
Interest on finance lease liabilities | 407 | 407 | ||
Short-term lease cost | 390 | 873 | 879 | 1,586 |
Variable lease cost | 6,028 | 550 | 11,056 | 1,102 |
Sublease income | (455) | (211) | (867) | (516) |
Net lease costs | $ 37,435 | $ 31,828 | $ 73,540 | $ 62,990 |
Lease Obligations - Financial S
Lease Obligations - Financial Statement Line Items (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Lease Obligations | ||
Operating lease assets | $ 789,539 | $ 807,537 |
Finance lease assets | $ 29,036 | |
Financial Statement Line Items | us-gaap:PropertyPlantAndEquipmentNet | |
Total lease assets, net | $ 818,575 | 807,537 |
Operating lease liabilities - current | 60,315 | 58,613 |
Finance lease liabilities - current | $ 1,991 | |
Financial Statement Line Items | us-gaap:LinesOfCreditCurrent | |
Operating lease liabilities - non-current | $ 823,929 | 843,312 |
Finance lease liabilities - non-current | $ 26,201 | |
Financial Statement Line Items | us-gaap:LongTermLineOfCredit | |
Total lease liabilities | $ 912,436 | $ 901,925 |
Lease Obligations - Supplementa
Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Lease Obligations | ||
Operating cash flows for leases | $ 61,248 | $ 60,605 |
Operating cash flows for finance leases | 267 | |
Financing cash flows for finance leases | 1,725 | |
Financing cash flows for finance leases | 23 | |
New, remeasured, and terminated operating leases | 12,140 | $ 43,027 |
New finance leases | $ 29,522 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | 1,134,391 | 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 | 18,472 | 19,521 |
Level 2 | Fair Value | Term Loan Facility | ||
Fair Value Measurements | ||
Debt instrument | 1,044,213 | 1,104,947 |
Level 2 | Fair Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 20,702 | 41,299 |
Level 2 | Fair Value | Real Estate Facility | ||
Fair Value Measurements | ||
Debt instrument | $ 17,842 | $ 21,030 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) | Aug. 06, 2019lawsuit |
U S District Court of Delaware Cases | |
Commitments and Contingencies | |
Number of lawsuits | 2 |
Long-Term Debt - General Inform
Long-Term Debt - General Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Term Loan Facility | ||
Long-Term Debt | ||
Maximum borrowing capacity | $ 1,190,000 | $ 1,190,000 |
Interest rate (as a percent) | 4.12% | |
Amount outstanding | $ 1,134,391 | 1,148,115 |
Secured Debt | New Senior Secured Credit Facility | ||
Long-Term Debt | ||
Additional borrowing capacity | 29,378 | 9,266 |
Secured Debt | Term Loan Facility | ||
Long-Term Debt | ||
Amount outstanding | 1,134,391 | 1,148,115 |
Secured Debt | New Senior Secured Credit Facility Revolving Credit Facility | ||
Long-Term Debt | ||
Amount outstanding | $ 35,000 | $ 35,000 |
Secured Debt | Line of Credit | Term Loan Facility | ||
Long-Term Debt | ||
Principal payment frequency | quarterly | quarterly |
Quarterly amortization payment | $ 3,000 | $ 3,000 |
Prepayment requirement as a percentage of excess cash flow (as a percent) | 50.00% | |
Secured Debt | Line of Credit | New Senior Secured Credit Facility Revolving Credit Facility | ||
Long-Term Debt | ||
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 | 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 | $ 15,000 |
Statement of Cash Flows (Detail
Statement of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash paid during the period for: | ||
Interest | $ 35,059 | $ 55,250 |
Income taxes | (783) | (1,620) |
Non-cash investing activities: | ||
Leasehold improvements paid by lessor | 24 | 10,353 |
Vehicles transferred to property and equipment from inventory | 161 | 383 |
Capital expenditures in accounts payable and accrued liabilities | 1,372 | 5,141 |
Non-cash financing activities: | ||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 1 | |
Par value of Class A common stock issued for vested restricted stock units | $ 2 | $ 1 |
Acquisitions - General Informat
Acquisitions - General Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($)location | |
Acquisitions | |
Real properties purchased from parties related to the sellers of the dealership businesses | $ 0.7 |
Assets or stock of multiple dealership locations acquired during the first quarters of 2015 and 2016 | |
Acquisitions | |
Number of locations acquired | location | 3 |
Payments to acquire assets | $ 38.6 |
Borrowing to purchase of business | $ 8.4 |
Acquisitions - Assets (Liabilit
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Tangible assets (liabilities) acquired (assumed): | |||
Goodwill | $ 387,049 | $ 386,941 | |
Cash paid for acquisitions, net of cash acquired | $ 38,608 | ||
2019 Acquisitions | |||
Tangible assets (liabilities) acquired (assumed): | |||
Inventories, net | 13,895 | ||
Prepaid expenses and other assets | 96 | ||
Property and equipment, net | 158 | ||
Accounts payable | (62) | ||
Other liabilities | (38) | ||
Total tangible net assets acquired | 14,049 | ||
Goodwill | 24,559 | ||
Purchase Price | 38,608 | ||
Cash paid for acquisitions, net of cash acquired | 38,608 | ||
Inventory purchases financed via floor plan | (8,416) | ||
Cash payment net of floor plan financing | $ 30,192 |
Acquisitions - Goodwill, Revenu
Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Acquisitions | ||
Goodwill for tax purposes | $ 0 | $ 24,600 |
Revenue | 18,300 | |
Pre-tax income (loss) | $ (1,000) | |
2019 Acquisitions | ||
Acquisitions | ||
Inventory measurement period adjustment | (108) | |
Tangible net assets measurement period adjustment | (108) | |
Goodwill measurement period adjustment | $ 108 |
Income Taxes - Federal Tax purp
Income Taxes - Federal Tax purpose (Details) - USD ($) $ in Thousands | Oct. 06, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
U.S. Federal income tax rate (as a percent) | 21.00% | |||
Deferred income taxes due to transfer of assets | $ 14,400 | |||
Effective tax rate (as a percent) | 14.20% | 54.70% | ||
Current portion of liabilities under tax receivable agreement | $ 6,909 | $ 6,563 | ||
Tax Receivable Agreement liability adjustment | $ 8,477 | |||
Tax receivable agreement | ||||
Reduction in tax receivable agreement liability due to reduction of future expected tax amortization | 7,200 | |||
Reduction in tax receivable agreement liability due to change in state income tax rates | 1,100 | |||
Tax Receivable Agreement liability adjustment | $ 8,500 | |||
Tax receivable agreement | CWGS, LLC | ||||
Units issued in exchange | 110,000 | 5,725 | ||
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 | $ 108,600 | 114,800 | ||
Current portion of liabilities under tax receivable agreement | 6,900 | $ 6,600 | ||
COVID-19 | other long-term liabilities | ||||
Deferral of non-income-based payroll taxes | $ 9,200 | |||
CWH | CWGS, LLC | ||||
Ownership interest | 42.30% | 42.00% | ||
Units held | 37,773,109 | 37,488,989 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 01, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2013 | Jan. 31, 2012 |
Related party transactions | |||||||
Cash distribution to members | $ 55,425,000 | $ 38,057,000 | |||||
Stephen Adams | |||||||
Related party transactions | |||||||
Payments to related party for purchasing advertising services | $ 0 | $ 0 | 0 | 200,000 | |||
Andris A. Baltins | |||||||
Related party transactions | |||||||
Related party expense | 100,000 | 100,000 | |||||
Related Party Agreement | Precise Graphix | |||||||
Related party transactions | |||||||
Related party expense | 100,000 | 600,000 | 300,000 | 800,000 | |||
FreedomRoads | Mr. Lemonis | |||||||
Related party transactions | |||||||
Base rent | $ 31,500 | $ 29,000 | |||||
Additional monthly base rent | $ 5,200 | ||||||
FreedomRoads | Lease Agreement | Managers and Officers | |||||||
Related party transactions | |||||||
Related party expense | $ 500,000 | $ 500,000 | $ 1,000,000 | $ 1,000,000 | |||
Mr. Lemonis | Precise Graphix | |||||||
Related party transactions | |||||||
Economic interest (as a percent) | 67.00% | ||||||
Stephen Adams | Adams Radio | Stephen Adams | |||||||
Related party transactions | |||||||
Indirect interest | 90.00% | 90.00% |
Stockholder's Equity (Details)
Stockholder's Equity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($)class | |
Stockholders' Equity | |
Number of classes of common stock | class | 3 |
Common Class B | |
Stockholders' Equity | |
Consideration for redemption of shares | $ | $ 0 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Summarizes the effects of change in ownership: | |||||
Net income (loss) attributable to Camping World Holdings, Inc. | $ 58,077 | $ 18,017 | $ 49,917 | $ (1,378) | |
Transfers to non-controlling interests: | |||||
Change from net income (loss) attributable to Camping World Holdings, Inc. and transfers to non-controlling interests | 57,673 | 17,887 | 49,387 | (1,496) | |
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 | (105) | (105) | |||
(Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units | (10) | 143 | 72 | 143 | |
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs | (347) | $ (273) | (559) | (273) | |
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC | $ 58 | $ 62 | $ 12 | ||
CWGS, LLC | |||||
Non-Controlling Interests | |||||
LLC outstanding | 89,332,393 | 89,332,393 | 89,158,273 | ||
CWH | CWGS, LLC | |||||
Non-Controlling Interests | |||||
Units held | 37,773,109 | 37,773,109 | 37,488,989 | ||
Ownership interest | 42.30% | 42.00% | |||
Continuing Equity Owners | CWGS, LLC | |||||
Non-Controlling Interests | |||||
Units held | 51,559,284 | 51,559,284 | 51,669,284 | ||
Percentage of ownership | 57.70% | 57.70% | 58.00% |
Equity-based Compensation Pla_3
Equity-based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Equity-based compensation expense: | ||||
Equity based compensation expense | $ 4,182 | $ 3,863 | $ 7,494 | $ 6,579 |
Costs applicable to revenue | ||||
Equity-based compensation expense: | ||||
Equity based compensation expense | 191 | 208 | 347 | 415 |
Selling, general, and administrative | ||||
Equity-based compensation expense: | ||||
Equity based compensation expense | $ 3,991 | $ 3,655 | $ 7,147 | $ 6,164 |
Equity-based Compensation Pla_4
Equity-based Compensation Plans - Stock Options (Details) - Stock options - shares shares in Thousands | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Compensation Plans | |
Exercise of stock options (in shares) | 7 |
Stock Options | |
Outstanding at December 31, 2019 (in shares) | 745 |
Exercised (in shares) | (7) |
Forfeited (in shares) | (40) |
Outstanding at June 30, 2020 (in shares) | 698 |
Options exercisable at June 30, 2020 (in shares) | 516 |
Equity-based Compensation Pla_5
Equity-based Compensation Plans - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) shares in Thousands | 6 Months Ended |
Jun. 30, 2020shares | |
Restricted Stock Units | |
Outstanding at December 31, 2019 (in shares) | 1,806 |
Granted (in shares) | 60 |
Vested (in shares) | (199) |
Forfeited (in shares) | (153) |
Outstanding at June 30, 2020 (in shares) | 1,514 |
Equity-based Compensation Pla_6
Equity-based Compensation Plans - Consulting Agreement (Details) - USD ($) $ in Thousands | Nov. 12, 2019 | Jan. 21, 2019 | Jul. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation expense | $ 4,182 | $ 3,863 | $ 7,494 | $ 6,579 | ||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Outstanding (in units) | 1,514,000 | 1,514,000 | 1,806,000 | |||||
Restricted Stock Units (RSUs) | Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 2,400,000 | |||||||
Aggregate grant date fair value | $ 78,500 | |||||||
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 | $ 600 | |||||||
Unrecognized compensation costs | $ 700 | $ 700 | ||||||
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 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||||
Net income | $ 163,222 | $ (14,129) | $ 52,623 | $ (26,807) | $ 149,093 | $ 25,816 |
Less: net income attributable to non-controlling interests | (105,145) | (34,606) | (99,176) | (27,194) | ||
Net income (loss) attributable to Camping World Holdings, Inc. - basic and diluted | 58,077 | 18,017 | 49,917 | (1,378) | ||
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 | 79,603 | 22,565 | 68,383 | |||
Net income (loss) attributable to Camping World Holdings, Inc. - diluted | $ 137,680 | $ 40,582 | $ 118,300 | $ (1,378) | ||
Denominator: | ||||||
Weighted-average shares of Class A common stock outstanding - basic | 37,635,000 | 37,239,000 | 37,585,000 | 37,217,000 | ||
Dilutive restricted stock units | 434,000 | 17,000 | 359,000 | |||
Dilutive common units of CWGS, LLC that are convertible into Class A common stock | 51,620,000 | 51,669,000 | 51,634,000 | |||
Weighted-average shares of Class A common stock outstanding - diluted | 89,689,000 | 88,925,000 | 89,578,000 | 37,217,000 | ||
Earnings (loss) per share of Class A common stock - basic | $ 1.54 | $ 0.48 | $ 1.33 | $ (0.04) | ||
Earnings (loss) per share of Class A common stock - diluted | $ 1.54 | $ 0.46 | $ 1.32 | $ (0.04) | ||
Stock Option | ||||||
Denominator: | ||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 715 | 804 | 726 | 831 | ||
Restricted Stock Units (RSUs) | ||||||
Denominator: | ||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 620 | 1,351 | 658 | 1,427 | ||
Common Class A | ||||||
Denominator: | ||||||
Weighted-average shares of Class A common stock outstanding - basic | 37,635,000 | 37,239,000 | 37,585,000 | 37,217,000 | ||
Weighted-average shares of Class A common stock outstanding - diluted | 89,689,000 | 88,925,000 | 89,578,000 | 37,217,000 | ||
Earnings (loss) per share of Class A common stock - basic | $ 1.54 | $ 0.48 | $ 1.33 | $ (0.04) | ||
Earnings (loss) per share of Class A common stock - diluted | $ 1.54 | $ 0.46 | $ 1.32 | $ (0.04) | ||
CWGS, LLC | Common Units | ||||||
Denominator: | ||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 51,671 |
Segments Information - General
Segments Information - General Information (Details) | 6 Months Ended |
Jun. 30, 2020segment | |
Segments Information | |
Number of reportable segments | 2 |
Segments Information - Revenue
Segments Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segments Information | ||||
Revenue | $ 1,606,745 | $ 1,474,347 | $ 2,634,018 | $ 2,539,116 |
Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (6,248) | (13,223) | (11,760) | (24,035) |
Good Sam Services and Plans | ||||
Segments Information | ||||
Revenue | 44,519 | 44,694 | 91,727 | 91,660 |
Good Sam Services and Plans | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (173) | (297) | (1,657) | (1,629) |
New vehicles | ||||
Segments Information | ||||
Revenue | 898,175 | 778,870 | 1,395,492 | 1,308,447 |
New vehicles | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (2,070) | (1,826) | (3,149) | (2,998) |
Used vehicles | ||||
Segments Information | ||||
Revenue | 274,910 | 245,749 | 481,575 | 425,757 |
Used vehicles | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (789) | (782) | (1,357) | (1,379) |
Products, service and other | ||||
Segments Information | ||||
Revenue | 231,172 | 264,426 | 403,795 | 469,302 |
Products, service and other | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (340) | (7,045) | (729) | (12,367) |
Finance and insurance, net | ||||
Segments Information | ||||
Revenue | 147,318 | 128,225 | 239,774 | 220,116 |
Finance and insurance, net | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (2,876) | (3,273) | (4,868) | (5,662) |
Good Sam Club | ||||
Segments Information | ||||
Revenue | 10,651 | 12,383 | 21,655 | 23,834 |
Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Revenue | 44,692 | 44,991 | 93,384 | |
Good Sam Services and Plans | Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Revenue | 44,692 | 44,991 | 93,384 | |
Good Sam Services and Plans | Consumer Services and Plans | Operating Segments | ||||
Segments Information | ||||
Revenue | 93,289 | |||
RV and Outdoor Retail | ||||
Segments Information | ||||
Revenue | 1,562,226 | 1,429,653 | 2,542,291 | 2,447,456 |
RV and Outdoor Retail | Operating Segments | ||||
Segments Information | ||||
Revenue | 1,568,301 | 1,442,579 | 2,552,394 | 2,469,862 |
RV and Outdoor Retail | New vehicles | ||||
Segments Information | ||||
Revenue | 898,175 | 778,870 | 1,395,492 | 1,308,447 |
RV and Outdoor Retail | New vehicles | Operating Segments | ||||
Segments Information | ||||
Revenue | 900,245 | 780,696 | 1,398,641 | 1,311,445 |
RV and Outdoor Retail | Used vehicles | ||||
Segments Information | ||||
Revenue | 274,910 | 245,749 | 481,575 | 425,757 |
RV and Outdoor Retail | Used vehicles | Operating Segments | ||||
Segments Information | ||||
Revenue | 275,699 | 246,531 | 482,932 | 427,136 |
RV and Outdoor Retail | Products, service and other | ||||
Segments Information | ||||
Revenue | 231,172 | 264,426 | 403,795 | 469,302 |
RV and Outdoor Retail | Products, service and other | Operating Segments | ||||
Segments Information | ||||
Revenue | 231,512 | 271,471 | 404,524 | 481,669 |
RV and Outdoor Retail | Finance and insurance, net | ||||
Segments Information | ||||
Revenue | 147,318 | 128,225 | 239,774 | 220,116 |
RV and Outdoor Retail | Finance and insurance, net | Operating Segments | ||||
Segments Information | ||||
Revenue | 150,194 | 131,498 | 244,642 | 225,778 |
RV and Outdoor Retail | Good Sam Club | ||||
Segments Information | ||||
Revenue | 10,651 | 12,383 | 21,655 | 23,834 |
RV and Outdoor Retail | Good Sam Club | Operating Segments | ||||
Segments Information | ||||
Revenue | $ 10,651 | $ 12,383 | $ 21,655 | $ 23,834 |
Segments Information - Segment
Segments Information - Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segments Information | ||||
Total segment income | $ 203,340 | $ 90,304 | $ 216,605 | $ 107,186 |
Selling, general, and administrative expense | (271,591) | (303,366) | (539,247) | (571,431) |
Depreciation and amortization | (12,567) | (13,946) | (26,645) | (27,540) |
Other interest expense, net | (14,547) | (18,211) | (29,205) | (35,854) |
Tax Receivable Agreement liability adjustment | 8,477 | |||
Income before income taxes | 183,695 | 60,824 | 173,698 | 56,930 |
Operating Segments | ||||
Segments Information | ||||
Total segment income | 212,974 | 96,895 | 234,442 | 118,934 |
Other interest expense, net | (2,082) | (2,264) | (3,974) | (4,412) |
Corporate, Non-Segment | ||||
Segments Information | ||||
Selling, general, and administrative expense | (2,165) | (3,914) | (4,894) | (7,087) |
Other interest expense, net | (12,465) | (15,947) | (25,231) | (31,442) |
Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Total segment income | 24,591 | 21,208 | 45,931 | 43,622 |
Depreciation and amortization | (768) | (836) | (1,524) | (1,688) |
Other interest expense, net | 1 | 1 | ||
RV and Outdoor Retail | Operating Segments | ||||
Segments Information | ||||
Total segment income | 188,383 | 75,687 | 188,511 | 75,312 |
Depreciation and amortization | (11,799) | (13,110) | (25,121) | (25,852) |
Other interest expense, net | $ (2,082) | $ (2,265) | $ (3,974) | $ (4,413) |
Segments Information - Deprecia
Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segments Information | ||||
Depreciation and amortization | $ 12,567 | $ 13,946 | $ 26,645 | $ 27,540 |
Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Depreciation and amortization | 768 | 836 | 1,524 | 1,688 |
RV and Outdoor Retail | Operating Segments | ||||
Segments Information | ||||
Depreciation and amortization | $ 11,799 | $ 13,110 | $ 25,121 | $ 25,852 |
Segments Information - Other In
Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segments Information | ||||
Other interest expense, net | $ 14,547 | $ 18,211 | $ 29,205 | $ 35,854 |
Operating Segments | ||||
Segments Information | ||||
Other interest expense, net | 2,082 | 2,264 | 3,974 | 4,412 |
Corporate, Non-Segment | ||||
Segments Information | ||||
Other interest expense, net | 12,465 | 15,947 | 25,231 | 31,442 |
Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Other interest expense, net | (1) | (1) | ||
RV and Outdoor Retail | Operating Segments | ||||
Segments Information | ||||
Other interest expense, net | $ 2,082 | $ 2,265 | $ 3,974 | $ 4,413 |
Segments Information - Assets (
Segments Information - Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Segments Information | ||
Assets | $ 3,264,551 | $ 3,376,240 |
Operating Segments | ||
Segments Information | ||
Assets | 3,058,576 | 3,186,012 |
Corporate, Non-Segment | ||
Segments Information | ||
Assets | 205,975 | 190,228 |
Good Sam Services and Plans | Operating Segments | ||
Segments Information | ||
Assets | 143,917 | 138,360 |
RV and Outdoor Retail | Operating Segments | ||
Segments Information | ||
Assets | $ 2,914,659 | $ 3,047,652 |