Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
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 | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 44,853,286 | |
Common Class B | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 42,007,663 | |
Common Class C | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 1 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 132,795 | $ 166,072 |
Contracts in transit | 104,902 | 48,175 |
Accounts receivable, net | 113,831 | 83,422 |
Inventories | 1,361,122 | 1,136,345 |
Prepaid expenses and other assets | 44,959 | 60,211 |
Total current assets | 1,757,609 | 1,494,225 |
Property and equipment, net | 490,608 | 367,898 |
Operating lease assets | 778,268 | 769,487 |
Deferred tax assets, net | 221,695 | 165,708 |
Intangible assets, net | 29,579 | 30,122 |
Goodwill | 483,553 | 413,123 |
Other assets | 25,279 | 15,868 |
Total assets | 3,786,591 | 3,256,431 |
Current liabilities: | ||
Accounts payable | 213,257 | 148,462 |
Accrued liabilities | 240,696 | 137,688 |
Deferred revenues | 100,687 | 88,213 |
Current portion of operating lease liabilities | 63,091 | 62,405 |
Current portion of finance lease liabilities | 2,923 | 2,240 |
Current portion of Tax Receivable Agreement liability | 12,330 | 8,089 |
Current portion of long-term debt | 12,183 | 12,174 |
Notes payable - floor plan, net | 520,697 | 522,455 |
Other current liabilities | 76,412 | 53,795 |
Total current liabilities | 1,242,276 | 1,035,521 |
Operating lease liabilities, net of current portion | 813,076 | 804,555 |
Finance lease liabilities, net of current portion | 40,952 | 27,742 |
Tax Receivable Agreement liability, net of current portion | 167,521 | 137,845 |
Revolving line of credit | 20,885 | 20,885 |
Long-term debt, net of current portion | 1,075,400 | 1,122,675 |
Deferred revenues | 72,716 | 61,519 |
Other long-term liabilities | 67,865 | 54,920 |
Total liabilities | 3,500,691 | 3,265,662 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock | ||
Additional paid-in capital | 97,324 | 63,342 |
Treasury stock | (80,605) | (15,187) |
Retained earnings (deficit) | 184,553 | (21,814) |
Total stockholders' equity attributable to Camping World Holdings, Inc. | 201,746 | 26,774 |
Non-controlling interests | 84,154 | (36,005) |
Total stockholders' equity (deficit) | 285,900 | (9,231) |
Total liabilities and stockholders' equity (deficit) | 3,786,591 | 3,256,431 |
Common Class A | ||
Stockholders' equity (deficit): | ||
Common stock | 470 | 428 |
Common Class B | ||
Stockholders' equity (deficit): | ||
Common stock | 4 | 5 |
Common Class C | ||
Stockholders' equity (deficit): | ||
Common stock | $ 0 | $ 0 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' equity (deficit) | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Treasury Stock, (In shares) | 2,136,563 | 572,447 |
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 | 47,264,560 | 43,083,008 |
Common stock, outstanding | 44,843,825 | 42,226,389 |
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 | 42,007,663 | 45,999,132 |
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 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 1,916,574 | $ 1,678,753 | $ 5,536,162 | $ 4,312,771 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 1,225,198 | 1,145,604 | 3,564,449 | 2,988,321 |
Operating expenses: | ||||
Selling, general, and administrative | 424,385 | 322,990 | 1,193,668 | 862,237 |
Debt restructure expense | 24 | 0 | 9,055 | 0 |
Depreciation and amortization | 23,552 | 12,304 | 49,297 | 38,949 |
Long-lived asset impairment | 316 | 4,378 | 1,398 | 10,947 |
Lease termination | 329 | 505 | 2,085 | 1,957 |
(Gain) loss on sale or disposal of assets | 96 | (121) | 7 | 662 |
Total operating expenses | 448,702 | 340,056 | 1,255,510 | 914,752 |
Income from operations | 242,674 | 193,093 | 716,203 | 409,698 |
Other expense: | ||||
Floor plan interest expense | (3,125) | (3,015) | (9,886) | (16,717) |
Other interest expense, net | (11,250) | (12,896) | (35,262) | (42,101) |
Loss on debt restructure | 0 | 0 | (1,390) | 0 |
Tax Receivable Agreement liability adjustment | 0 | 0 | 3,520 | 0 |
Other expense, net | (122) | 0 | (77) | 0 |
Total other expense | (14,497) | (15,911) | (50,135) | (58,818) |
Income before income taxes | 228,177 | 177,182 | 666,068 | 350,880 |
Income tax expense | (38,869) | (22,398) | (83,259) | (47,003) |
Net income | 189,308 | 154,784 | 582,809 | 303,877 |
Less: net income attributable to non-controlling interests | (109,605) | (96,734) | (331,596) | (195,910) |
Net income attributable to Camping World Holdings, Inc. | $ 79,703 | $ 58,050 | $ 251,213 | $ 107,967 |
Earnings per share of Class A common stock: | ||||
Basic | $ 1.75 | $ 1.46 | $ 5.57 | $ 2.81 |
Diluted | $ 1.72 | $ 1.44 | $ 5.49 | $ 2.77 |
Weighted average shares of Class A common stock outstanding: | ||||
Basic | 45,628 | 39,880 | 45,072 | 38,356 |
Diluted | 47,022 | 40,872 | 46,433 | 89,882 |
Common Class A | ||||
Earnings per share of Class A common stock: | ||||
Basic | $ 1.75 | $ 1.46 | $ 5.57 | $ 2.81 |
Diluted | $ 1.72 | $ 1.44 | $ 5.49 | $ 2.77 |
Weighted average shares of Class A common stock outstanding: | ||||
Basic | 45,628 | 39,880 | 45,072 | 38,356 |
Diluted | 47,022 | 40,872 | 46,433 | 89,882 |
Good Sam Services and Plans | ||||
Revenue: | ||||
Total revenue | $ 46,581 | $ 45,941 | $ 134,354 | $ 137,668 |
New vehicles | ||||
Revenue: | ||||
Total revenue | 864,303 | 907,588 | 2,745,057 | 2,303,080 |
Used vehicles | ||||
Revenue: | ||||
Total revenue | 519,550 | 298,651 | 1,273,944 | 780,226 |
Products, service and other | ||||
Revenue: | ||||
Total revenue | 305,882 | 276,622 | 862,706 | 680,417 |
Finance and insurance, net | ||||
Revenue: | ||||
Total revenue | 167,779 | 138,779 | 483,718 | 378,553 |
Good Sam Club | ||||
Revenue: | ||||
Total revenue | 12,479 | 11,172 | 36,383 | 32,827 |
Good Sam Club services and plans | ||||
Revenue: | ||||
Total revenue | 46,581 | 45,941 | 134,354 | 137,668 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 21,637 | 18,600 | 53,241 | 55,693 |
RV and Outdoor Retail | ||||
Revenue: | ||||
Total revenue | 1,869,993 | 1,632,812 | 5,401,808 | 4,175,103 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 1,203,561 | 1,127,004 | 3,511,208 | 2,932,628 |
RV and Outdoor Retail | New vehicles | ||||
Revenue: | ||||
Total revenue | 864,303 | 907,588 | 2,745,057 | 2,303,080 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 612,418 | 730,175 | 2,014,206 | 1,909,187 |
RV and Outdoor Retail | Used vehicles | ||||
Revenue: | ||||
Total revenue | 519,550 | 298,651 | 1,273,944 | 780,226 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 376,852 | 223,033 | 934,874 | 595,655 |
RV and Outdoor Retail | Products, service and other | ||||
Revenue: | ||||
Total revenue | 305,882 | 276,622 | 862,706 | 680,417 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | 212,444 | 171,666 | 556,542 | 421,276 |
RV and Outdoor Retail | Finance and insurance, net | ||||
Revenue: | ||||
Total revenue | 167,779 | 138,779 | 483,718 | 378,553 |
RV and Outdoor Retail | Good Sam Club | ||||
Revenue: | ||||
Total revenue | 12,479 | 11,172 | 36,383 | 32,827 |
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): | ||||
Total costs applicable to revenue | $ 1,847 | $ 2,130 | $ 5,586 | $ 6,510 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Common StockCommon Class A | Common StockCommon Class B | Common StockCommon Class C | Additional Paid-in Capital | Treasury Stock | Retained Deficit | Non-controlling Interest | Total |
Balance at Dec. 31, 2019 | $ 375 | $ 5 | $ 0 | $ 50,152 | $ 0 | $ (83,134) | $ (126,634) | $ (159,236) |
Balance (in shares) at Dec. 31, 2019 | 37,489 | 50,707 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | $ 0 | $ 0 | $ 0 | 3,312 | $ 0 | 0 | 0 | 3,312 |
Vesting of restricted stock units | $ 0 | 0 | 0 | 82 | 0 | 0 | (82) | 0 |
Vesting of restricted stock units (in shares) | 47 | |||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | $ 0 | 0 | 0 | (212) | 0 | 0 | 0 | (212) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (16) | |||||||
Redemption of LLC common units for Class A common stock | $ 0 | $ 0 | 0 | 4 | 0 | 0 | 49 | 53 |
Redemption of LLC common units for Class A common stock (in shares) | 20 | 0 | ||||||
Distributions to holders of LLC common units | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (8,410) | (8,410) |
Dividends | 0 | 0 | 0 | 0 | 0 | (5,752) | 0 | (5,752) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | (44) | 0 | 0 | 0 | (44) |
Non-controlling interest adjustment | 0 | 0 | 0 | (1,698) | 0 | 0 | 1,698 | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | (8,160) | (5,969) | (14,129) |
Balance at Mar. 31, 2020 | $ 375 | $ 5 | $ 0 | 51,596 | $ 0 | (97,046) | (139,348) | (184,418) |
Balance (in shares) at Mar. 31, 2020 | 37,540 | 50,707 | 0 | 0 | ||||
Balance at Dec. 31, 2019 | $ 375 | $ 5 | $ 0 | 50,152 | $ 0 | (83,134) | (126,634) | (159,236) |
Balance (in shares) at Dec. 31, 2019 | 37,489 | 50,707 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 303,877 | |||||||
Balance at Sep. 30, 2020 | $ 427 | $ 5 | $ 0 | 55,733 | $ 0 | 6,033 | (29,980) | 32,218 |
Balance (in shares) at Sep. 30, 2020 | 42,725 | 45,999 | 0 | 0 | ||||
Balance at Mar. 31, 2020 | $ 375 | $ 5 | $ 0 | 51,596 | $ 0 | (97,046) | (139,348) | (184,418) |
Balance (in shares) at Mar. 31, 2020 | 37,540 | 50,707 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | $ 0 | $ 0 | $ 0 | 4,182 | $ 0 | 0 | 0 | 4,182 |
Exercise of stock options | $ 0 | 0 | 0 | 159 | 0 | 0 | 0 | 159 |
Exercise of stock options (in shares) | 7 | |||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | $ 0 | 0 | 0 | (105) | 0 | 0 | 105 | 0 |
Vesting of restricted stock units | $ 2 | 0 | 0 | (10) | 0 | 0 | 8 | 0 |
Vesting of restricted stock units (in shares) | 153 | |||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | $ 0 | 0 | 0 | (347) | 0 | 0 | 0 | (347) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (17) | |||||||
Redemption of LLC common units for Class A common stock | $ 1 | 0 | 0 | 58 | 0 | 0 | 245 | 304 |
Redemption of LLC common units for Class A common stock (in shares) | 90 | |||||||
Distributions to holders of LLC common units | $ 0 | 0 | 0 | 0 | 0 | 0 | (47,015) | (47,015) |
Dividends | 0 | 0 | 0 | 0 | 0 | (5,785) | 0 | (5,785) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | (241) | 0 | 0 | 0 | (241) |
Non-controlling interest adjustment | 0 | 0 | 0 | (2,545) | 0 | 0 | 2,545 | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 58,077 | 105,145 | 163,222 |
Balance at Jun. 30, 2020 | $ 378 | $ 5 | $ 0 | 52,747 | $ 0 | (44,754) | (78,315) | (69,939) |
Balance (in shares) at Jun. 30, 2020 | 37,773 | 50,707 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | $ 0 | $ 0 | $ 0 | 6,201 | $ 0 | 0 | 0 | 6,201 |
Exercise of stock options | $ 1 | 0 | 0 | 3,155 | 0 | 0 | 0 | 3,156 |
Exercise of stock options (in shares) | 146 | |||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | $ 0 | 0 | 0 | (1,767) | 0 | 0 | 1,767 | 0 |
Vesting of restricted stock units | $ 1 | 0 | 0 | 481 | 0 | 0 | (482) | 0 |
Vesting of restricted stock units (in shares) | 115 | |||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | $ 0 | 0 | 0 | (958) | 0 | 0 | 0 | (958) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (31) | |||||||
Redemption of LLC common units for Class A common stock | $ 47 | $ 0 | 0 | 21,801 | 0 | 0 | 7,217 | 29,065 |
Redemption of LLC common units for Class A common stock (in shares) | 4,722 | (4,708) | ||||||
Distributions to holders of LLC common units | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (59,298) | (59,298) |
Dividends | 0 | 0 | 0 | 0 | 0 | (7,263) | 0 | (7,263) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | (23,530) | 0 | 0 | 0 | (23,530) |
Non-controlling interest adjustment | 0 | 0 | 0 | (2,397) | 0 | 0 | 2,397 | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 58,050 | 96,734 | 154,784 |
Balance at Sep. 30, 2020 | $ 427 | $ 5 | $ 0 | 55,733 | $ 0 | 6,033 | (29,980) | 32,218 |
Balance (in shares) at Sep. 30, 2020 | 42,725 | 45,999 | 0 | 0 | ||||
Balance at Dec. 31, 2020 | $ 428 | $ 5 | $ 0 | 63,342 | $ (15,187) | (21,814) | (36,005) | (9,231) |
Balance (in shares) at Dec. 31, 2020 | 42,799 | 45,999 | 0 | (572) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | $ 0 | $ 0 | $ 0 | 6,109 | $ 0 | 0 | 0 | 6,109 |
Exercise of stock options | 0 | 0 | 0 | (417) | $ 2,407 | 0 | 0 | 1,990 |
Exercise of stock options (in shares) | 91 | |||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | 0 | 0 | 0 | (1,012) | $ 0 | 0 | 1,012 | 0 |
Vesting of restricted stock units | 0 | 0 | 0 | (1,220) | $ 1,318 | 0 | (98) | 0 |
Vesting of restricted stock units (in shares) | 49 | |||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | $ 0 | 0 | 0 | (25) | $ (189) | 0 | 0 | (214) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | 0 | (7) | ||||||
Redemption of LLC common units for Class A common stock | $ 30 | $ (1) | 0 | 22,926 | $ 0 | 0 | 2,336 | 25,291 |
Redemption of LLC common units for Class A common stock (in shares) | 3,029 | (2,848) | ||||||
Distributions to holders of LLC common units | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (16,926) | (16,926) |
Dividends | 0 | 0 | 0 | 0 | 0 | (10,353) | 0 | (10,353) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | (19,441) | 0 | 0 | 0 | (19,441) |
Non-controlling interest adjustment | 0 | 0 | 0 | (1,053) | 0 | 0 | 1,053 | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 62,322 | 85,103 | 147,425 |
Balance at Mar. 31, 2021 | $ 458 | $ 4 | $ 0 | 69,209 | $ (11,651) | 30,155 | 36,475 | 124,650 |
Balance (in shares) at Mar. 31, 2021 | 45,828 | 43,151 | 0 | (439) | ||||
Balance at Dec. 31, 2020 | $ 428 | $ 5 | $ 0 | 63,342 | $ (15,187) | (21,814) | (36,005) | (9,231) |
Balance (in shares) at Dec. 31, 2020 | 42,799 | 45,999 | 0 | (572) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 582,809 | |||||||
Balance at Sep. 30, 2021 | $ 470 | $ 4 | $ 0 | 97,324 | $ (80,605) | 184,553 | 84,154 | 285,900 |
Balance (in shares) at Sep. 30, 2021 | 46,980 | 42,007 | 0 | (2,137) | ||||
Balance at Mar. 31, 2021 | $ 458 | $ 4 | $ 0 | 69,209 | $ (11,651) | 30,155 | 36,475 | 124,650 |
Balance (in shares) at Mar. 31, 2021 | 45,828 | 43,151 | 0 | (439) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | $ 0 | $ 0 | $ 0 | 6,047 | $ 0 | 0 | 0 | 6,047 |
Exercise of stock options | 0 | 0 | 0 | (135) | $ 674 | 0 | 0 | 539 |
Exercise of stock options (in shares) | 25 | |||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | 0 | 0 | 0 | (257) | $ 0 | 0 | 257 | 0 |
Vesting of restricted stock units | 0 | 0 | 0 | (1,645) | $ 1,707 | 0 | (62) | 0 |
Vesting of restricted stock units (in shares) | 64 | |||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | 0 | 0 | 0 | (31) | $ (43) | 0 | 0 | (74) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (2) | |||||||
Repurchases of Class A common stock to treasury stock | $ 0 | 0 | 0 | 22,127 | $ (45,470) | 0 | (22,127) | (45,470) |
Repurchases of Class A common stock to treasury stock | 0 | (1,150) | ||||||
Redemption of LLC common units for Class A common stock | $ 12 | $ 0 | 0 | 11,785 | $ 0 | 0 | (376) | 11,421 |
Redemption of LLC common units for Class A common stock (in shares) | 1,152 | (1,144) | ||||||
Distributions to holders of LLC common units | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (106,921) | (106,921) |
Dividends | 0 | 0 | 0 | 0 | 0 | (11,560) | 0 | (11,560) |
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability | 0 | 0 | 0 | (9,233) | 0 | 0 | 0 | (9,233) |
Non-controlling interest adjustment | 0 | 0 | 0 | (4,358) | 0 | 0 | 4,358 | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 109,188 | 136,888 | 246,076 |
Balance at Jun. 30, 2021 | $ 470 | $ 4 | $ 0 | 93,509 | $ (54,783) | 127,783 | 48,492 | 215,475 |
Balance (in shares) at Jun. 30, 2021 | 46,980 | 42,007 | 0 | (1,502) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity-based compensation | $ 0 | $ 0 | $ 0 | 6,913 | $ 0 | 0 | 0 | 6,913 |
Exercise of stock options | 0 | 0 | 0 | (860) | $ 2,107 | 0 | 0 | 1,247 |
Exercise of stock options (in shares) | 58 | |||||||
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options | 0 | 0 | 0 | (592) | $ 0 | 0 | 592 | 0 |
Vesting of restricted stock units | 0 | 0 | 0 | (16,376) | $ 19,892 | 0 | (3,516) | 0 |
Vesting of restricted stock units (in shares) | 544 | |||||||
Repurchases of Class A common stock for withholding taxes on vested RSUs | 0 | 0 | 0 | (411) | $ (6,467) | 0 | 0 | (6,878) |
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares) | (177) | |||||||
Repurchases of Class A common stock to treasury stock | 0 | 0 | 0 | 19,623 | $ (41,354) | 0 | (19,623) | (41,354) |
Repurchases of Class A common stock to treasury stock | (1,060) | |||||||
Distributions to holders of LLC common units | 0 | 0 | 0 | 0 | $ 0 | 0 | (55,878) | (55,878) |
Dividends | 0 | 0 | 0 | 0 | 0 | (22,933) | 0 | (22,933) |
Non-controlling interest adjustment | 0 | 0 | 0 | (4,482) | 0 | 0 | 4,482 | 0 |
Net income | 0 | 0 | 0 | 0 | 0 | 79,703 | 109,605 | 189,308 |
Balance at Sep. 30, 2021 | $ 470 | $ 4 | $ 0 | $ 97,324 | $ (80,605) | $ 184,553 | $ 84,154 | $ 285,900 |
Balance (in shares) at Sep. 30, 2021 | 46,980 | 42,007 | 0 | (2,137) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Common Class A | ||||||
Dividends declared per share | $ 0.50 | $ 0.25 | $ 0.23 | $ 0.17 | $ 0.15 | $ 0.15 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net income | $ 582,809 | $ 303,877 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 49,297 | 38,949 |
Equity-based compensation | 19,069 | 13,695 |
Loss on lease termination | 2,085 | 1,957 |
Loss on debt restructure | 1,390 | 0 |
Long-lived asset impairment | 1,398 | 10,947 |
Loss on sale or disposal of assets | 7 | 662 |
Provision for losses on accounts receivable | 767 | 550 |
Non-cash lease expense | 45,175 | 43,020 |
Accretion of original debt issuance discount | 930 | 804 |
Non-cash interest | 2,053 | 3,296 |
Deferred income taxes | (9,463) | 7,225 |
Tax Receivable Agreement liability adjustment | 3,520 | 0 |
Change in assets and liabilities, net of acquisitions: | ||
Receivables and contracts in transit | (87,667) | (40,886) |
Inventories | (198,310) | 430,622 |
Prepaid expenses and other assets | 14,821 | 1,475 |
Accounts payable and other accrued expenses | 164,617 | 133,084 |
Payment pursuant to Tax Receivable Agreement | (8,089) | (6,563) |
Deferred revenue | 23,672 | 11,406 |
Operating lease liabilities | (47,895) | (50,286) |
CARES Act deferral of payroll taxes | 0 | 19,718 |
Other, net | 11,690 | 4,966 |
Net cash provided by operating activities | 571,876 | 928,518 |
Investing activities | ||
Purchases of property and equipment | (88,560) | (20,303) |
Proceeds from sale of property and equipment | 2,253 | 1,929 |
Purchase of real property | (61,056) | (1,224) |
Proceeds from the sale of real property | 1,360 | 6,384 |
Purchases of businesses, net of cash acquired | (99,749) | 0 |
Purchase of other investments | (7,983) | 0 |
Purchases of intangible assets | (2,580) | (656) |
Net cash used in investing activities | (256,315) | (13,870) |
Financing activities | ||
Proceeds from long-term debt | 124,893 | 0 |
Payments on long-term debt | (174,148) | (33,965) |
Net proceeds (payments) on notes payable - floor plan, net | 19,199 | (392,105) |
Payments on revolving line of credit | 0 | (20,000) |
Payments on finance leases | (2,169) | (1,725) |
Payment of debt issuance costs | (1,827) | 0 |
Dividends on Class A common stock | (44,846) | (18,800) |
Proceeds from exercise of stock options | 3,775 | 3,306 |
RSU shares withheld for tax | (7,166) | (1,517) |
Repurchases of Class A common stock to treasury stock | (86,824) | 0 |
Distributions to holders of LLC common units | (179,725) | (114,723) |
Net cash used in financing activities | (348,838) | (579,529) |
(Decrease) increase in cash and cash equivalents | (33,277) | 335,119 |
Cash and cash equivalents at beginning of the period | 166,072 | 147,521 |
Cash and cash equivalents at end of the period | $ 132,795 | $ 482,640 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 are unaudited. The condensed consolidated balance sheet as of December 31, 2020 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, 2020 filed with the SEC on February 26, 2021. 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 had a minority economic interest in CWGS, LLC through March 11, 2021. As of September 30, 2021 and December 31, 2020, CWH owned 51.3% and 47.4%, 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 made significant progress with the easing of restrictions and reopening certain businesses often under new operating guidelines, although new waves of infection or the spread of new variants may lead to an increase in such restrictions or closures. In conjunction with the initial 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 2020, the Company began to see a significant improvement in its online web traffic levels and number of electronic leads, and in early May 2020, the Company began to see improvements in its overall revenue levels. As the stay-at-home restrictions began to ease across certain areas of the country, the Company experienced significant acceleration in its in-store and online traffic, lead generation, and revenue trends in May 2020 continuing into the quarter ended June 30, 2021. Demand and interest in new and used vehicles continued to outpace vehicle supply during the quarter ended September 30, 2021. In September 2021, the Company was able to procure more new vehicles than were sold during the month which improved inventory levels at September 30, 2021. In order to offset the initially expected adverse impact of COVID-19 and better align expenses with reduced sales in the middle of March 2020 and early April 2020, the Company reduced marketing expenses and 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 and hourly reductions ended in May 2020 as the adverse economic impacts of the pandemic began to decline. The Company has also taken steps to add new private label lines, expand its relationships with smaller recreational vehicle (“RV”) manufacturers, and acquire used inventory to help manage risks in its supply chain. Throughout the pandemic, the majority of the Company’s retail locations have continued to operate as essential businesses and the Company has continued to operate its e-commerce business. Annually, most of the Company’s consumer shows and events take place during the first quarter. As a consequence of COVID-19, the Company held no in-person consumer shows in the first nine months of 2021 and held fewer in-person consumer shows and events during 2020 than in 2019. Since March 2020, the Company has implemented preparedness plans to keep its employees and customers safe, which include social distancing, providing employees with face coverings and/or other protective clothing as required, implementing additional cleaning and sanitization routines, and work-from-home directives for a significant portion of the Company’s workforce. In July 2021, the Company began transitioning many of its employees from work-from-home schedules to a return to the Company’s offices. 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 service and collision work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture; and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform primarily under the Camping World and Gander RV & Outdoors brands, and markets its products and services primarily to RV and outdoor enthusiasts. In 2019, the Company made a strategic decision to refocus its business around its core RV competencies, and on September 3, 2019, the board of directors approved a strategic plan to shift the business away from locations that did not have the ability or where it was not feasible to sell and/or service RVs (the “2019 Strategic Shift”) (see Note 4 – Restructuring and Long-lived Asset Impairment). A summary of the retail store openings, closings, divestitures, conversions and number of locations from September 30, 2020 to September 30, 2021, are in the table below: RV RV Service & Other Dealerships Retail Centers Retail Stores Total Number of store locations as of September 30, 2020 152 10 1 163 Opened 23 — — 23 Closed / divested (1) — — (1) Temporarily closed (1) (1) — — (1) Re-opened 3 — — 3 Number of store locations as of September 30, 2021 176 10 1 187 (1) This location was temporarily closed for facility modification. Reclassifications of Prior Period Amounts Certain prior-period amounts have been reclassified to conform to the current period presentation. Specifically, the current and noncurrent portions of finance lease liabilities have been reclassified to be presented separately from current and noncurrent portions of long-term debt, respectively, in the accompanying condensed consolidated balance sheet as of December 31, 2020. Additionally, the payments on finance leases have been reclassified to be presented separately from payments on long-term debt in the accompanying condensed consolidated statement of cash flows for the nine months ended as of September 30, 2020. 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. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company adopted ASU 2019-12 as of January 1, 2021 and the adoption did not materially impact its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This standard requires contract assets and contract liabilities, such as certain receivables and deferred revenue, acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree instead of recording those balances at fair value. This standard should be applied prospectively to acquisitions occurring after the effective date. The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Revenue | 2. Revenue Contract Assets As of September 30, 2021 and December 31, 2020, a contract asset of $14.1 million and $8.1 million, respectively, relating to RV service revenues was included in accounts receivable in the accompanying condensed consolidated balance sheets. Deferred Revenues As of September 30, 2021, the Company has unsatisfied performance obligations primarily relating to multi-year plans for its roadside assistance, Good Sam Club memberships, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligation for these revenue streams at September 30, 2021 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands): As of September 30, 2021 2021 $ 41,924 2022 70,382 2023 30,303 2024 15,160 2025 8,045 Thereafter 7,589 Total $ 173,403 |
Inventories and Floor Plan Paya
Inventories and Floor Plan Payables | 9 Months Ended |
Sep. 30, 2021 | |
Inventories and Floor Plan Payables | |
Inventories and Floor Plan Payables | 3. Inventories and Floor Plan Payables Inventories consisted of the following (in thousands): September 30, December 31, 2021 2020 Good Sam services and plans $ — $ 109 New RVs 723,593 691,114 Used RVs 391,466 178,336 Products, parts, accessories and other 246,063 266,786 $ 1,361,122 $ 1,136,345 Substantially all of the Company’s new RV inventory, included in the RV and Outdoor Retail segment, is 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. 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. On September 30, 2021, FR entered into the Eighth Amended and Restated Credit Agreement (“Post-Amendment Floor Plan Facility”) that amended the Seventh Amended and Restated Credit Agreement (“Pre-Amendment Floor Plan Facility” and collectively the “Floor Plan Facility”) that was previously entered into on December 12, 2017. The Post-Amendment Floor Plan Facility allows FR to borrow (a) up to $1.70 billion of floor plan notes payable, an increase from $1.38 billion under the Pre-Amendment Floor Plan Facility, (b) up to $30.0 million under a letter of credit facility, an increase from $15.0 million under the Pre-Amendment Floor Plan Facility, and (c) up to a maximum amount outstanding of $70.0 million under the revolving line of credit, an increase from $42.0 million under the Pre-Amendment Floor Plan Facility. The Post-Amendment Floor Plan Facility removes the $3.0 million quarterly reduction in the maximum amount outstanding under the revolving line of credit under the Pre-Amendment Floor Plan Facility. The Post-Amendment Floor Plan Facility also includes an accordion feature allowing FR, at its option, to increase the aggregate amount of the floor plan notes payable in $50 million increments up to a maximum amount of $200 million. The lenders under the Post-Amendment Floor Plan Facility are not under any obligation to provide commitments in respect of any such increase. In addition, the maturity of the Post-Amendment Floor Plan Facility was extended to September 30, 2026 from March 15, 2023 under the Pre-Amendment Floor Plan Facility. As of September 30, 2021 and December 31, 2020, the applicable interest rate for the floor plan notes payable under the Pre-Amendment Floor Plan Facility was 2.14% and 2.20%, respectively. Effective October 1, 2021 under the Post-Amendment Floor Plan Facility, at the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, under the Post-Amendment Floor Plan Facility bear interest at a rate per annum equal to the floating Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.90% to 2.50% determined based on FR’s consolidated current ratio, or, the base rate plus the applicable rate of 0.40% to 1.00% determined based on FR’s consolidated current ratio. As of October 1, 2021, the applicable interest rate for the floor plan notes payable under the Post-Amendment Floor Plan Facility was 1.95%. As of September 30, 2021 and December 31, 2020, the applicable interest rate for revolving line of credit borrowings under the Pre-Amendment Floor Plan Facility was 2.49% and 2.55%, respectively. Effective October 1, 2021 under the Post-Amendment Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either: (a) a floating BSBY rate, plus 2.25%, in the case of floating BSBY rate loans, or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50%, (ii) the prime rate published by Bank of America, N.A. and (iii) the floating BSBY rate plus 1.75%, plus 0.75%, in the case of base rate loans. As of October 1, 2021, the applicable interest rate for revolving line of credit borrowings under the Post-Amendment Floor Plan Facility was 2.30%. On May 12, 2020, FR entered into a Third Amendment to the Seventh Amended and Restated Credit Agreement that provided FR with a one-time option to request a temporary four-month reduction of the minimum consolidated current ratio at any time during 2020 and the first seven days of 2021. FR did not exercise that option. Effective May 12, 2020 through July 31, 2020, FR was not allowed to draw further Revolving Credit Loans (as defined in the Pre-Amendment 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 payables under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan borrowings 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 September 30, 2021 and December 31, 2020, FR had $181.6 million and $133.6 million, respectively, in the FLAIR offset account. The Post-Amendment Floor Plan Facility raised the maximum FLAIR percentage of outstanding floor plan borrowings to 35% from 20% under the Pre-Amendment Floor Plan Facility. Management has determined that the credit agreements governing the Floor Plan Facility include subjective acceleration clauses, which could impact debt classification. Management has determined that no events have occurred at September 30, 2021 that would trigger a subjective acceleration clause. Additionally, the credit agreements governing the Floor Plan Facility contain certain financial covenants. FR was in compliance with all debt covenants at September 30, 2021 and December 31, 2020. The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Floor Plan Facility Notes payable - floor plan: Total commitment $ 1,700,000 $ 1,379,750 Less: borrowings, net (520,697) (522,455) Less: flooring line aggregate interest reduction account (181,579) (133,639) Additional borrowing capacity 997,724 723,656 Less: accounts payable for sold inventory (49,936) (28,980) Less: purchase commitments (95,263) (39,121) Unencumbered borrowing capacity $ 852,525 $ 655,555 Revolving line of credit: $ 70,000 $ 48,000 Less: borrowings (20,885) (20,885) Additional borrowing capacity $ 49,115 $ 27,115 Letters of credit: Total commitment $ 30,000 $ 15,000 Less: outstanding letters of credit (11,500) (11,732) Additional letters of credit capacity $ 18,500 $ 3,268 |
Restructuring and Long-Lived As
Restructuring and Long-Lived Asset Impairment | 9 Months Ended |
Sep. 30, 2021 | |
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 20 specialty retail locations relating to the 2019 Strategic Shift. One of the aforementioned closed distribution centers was reopened during the three months ended June 2020. As of December 31, 2020, the Company had completed the store closures and divestitures relating to the 2019 Strategic Shift. As part of the 2019 Strategic Shift, the Company evaluated the impact on its supporting infrastructure and operations, which included rationalizing inventory levels and composition, closing certain distribution centers, and realigning other resources. The Company had a reduction of headcount and labor costs for those locations that were closed or divested, and the Company incurred material charges associated with the activities contemplated under the 2019 Strategic Shift. During the three months ended September 30, 2021, the Company completed its analysis of its retail product offerings that are not RV related. The information available at the inception of the 2019 Strategic Shift relating to these product categories was incomplete based on the relative immaturity of the locations offering these products and was further delayed by the impact of COVID-19 on consumer buying behavior (see Note 1 — Summary of Significant Accounting Policies — COVID-19). During the three months ended September 30, 2021, the Company recorded $15.0 million of incremental reserve charges relating to product categories that are not RV-related. As of September 30, 2021, the Company has effectively finalized its 2019 Strategic Shift as it relates to closing locations, one-time termination benefits, and incremental reserve charges. The remaining potential ongoing charges under the 2019 Strategic Shift relate to lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations has been delayed in part due to the ongoing COVID-19 pandemic and is expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. The Company currently estimates the total restructuring costs associated with the 2019 Strategic Shift to be in the range of $116.6 million to $136.6 million. The breakdown of the estimated restructuring costs are as follows: ● one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $1.2 million, all of which was incurred through December 31, 2020; ● lease termination costs of $18.0 million to $34.0 million, of which $13.5 million has been incurred through September 30, 2021; ● incremental inventory reserve charges of $57.4 million, all of which was incurred through September 30, 2021; and ● other associated costs of $40.0 million to $44.0 million, of which $29.6 million has been incurred through September 30, 2021. Through September 30, 2021, the Company has incurred $29.6 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 $10.4 million to $14.4 million represents similar costs that may be incurred through the year ending December 31, 2022 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, 2022 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 nine months ended September 30, 2021 and 2020 associated with the 2019 Strategic Shift (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Restructuring costs: One-time termination benefits (1) $ — $ — $ — $ 231 Lease termination costs (2) — 706 1,431 1,951 Incremental inventory reserve charges (3) 15,017 — 15,017 543 Other associated costs (4) 2,345 3,689 8,422 13,788 Total restructuring costs $ 17,362 $ 4,395 $ 24,870 $ 16,513 (1) These costs incurred in the first nine months of 2020 were primarily included 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 nine months ended September 30, 2021, costs of approximately $2.3 million and $8.4 million, respectively, were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2020, costs of approximately $0.0 million and $0.4 million, respectively, were included in costs applicable to revenue – products, service and other and $3.7 million and $13.4 million, respectively, were included in selling, general, and administrative expenses 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 10,532 16,835 27,598 Paid or otherwise settled (953) (10,532) (16,346) (27,831) Balance at December 31, 2020 — — 774 774 Charged to expense — 1,650 8,422 10,072 Paid or otherwise settled — (1,650) (8,341) (9,991) Balance at September 30, 2021 $ — $ — $ 855 $ 855 (1) Lease termination costs exclude the $1.3 million, $6.1 million and $0.2 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, for the year ended December 31, 2020 and for the nine months ended September 30, 2021, 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 certain locations within the RV and Outdoor Retail segment had long-lived assets that were impaired. The long-lived asset impairment charge, subject to limitations described below, was calculated as the amount that the carrying value of the locations exceeded the estimated fair value. The calculated long-lived asset impairment charge was allocated to each of the categories of long-lived assets at each location pro rata based on the long-lived 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. During the three months ended September 30, 2020, the Company identified indicators of impairment at previously closed stores in certain markets. After performing the long-lived asset impairment test using updated assumptions for these locations, the Company determined that 7 locations within the RV and Outdoor Retail segment had long-lived assets that were impaired. The charges were calculated under the same methodology applied in the first quarter of 2020, and the Company recorded charges as follows: $3.2 million related to operating lease right-of-use assets and $1.2 million related to buildings, all of which was related to the 2019 Strategic Shift discussed above. For the nine months ended September 30, 2020, the Company recorded the following long-lived asset impairment charges relating to leasehold improvements, furniture and equipment, and building, and operating lease right-of-use assets of $2.4 million, $2.6 million, and $1.2 million, and $4.7 million, respectively. Of the $10.9 million long-lived asset impairment charges during the nine months ended September 30, 2020, $10.8 million related to the 2019 Strategic Shift discussed above. During the three and nine months ended September 30, 2021 the Company had indicators of impairment of long-lived assets for certain operating lease right-of-use assets relating to the 2019 Strategic Shift that had been partially impaired in a previous period. During the three and nine months ended September 30, 2021, the Company recorded an additional impairment charge of $0.3 million and $1.4 million, respectively, on these operating lease right-of-use assets. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 (in thousands): Good Sam Services and RV and Plans Outdoor Retail Consolidated Balance as of December 31, 2020 (excluding impairment charges) $ 70,713 $ 584,247 $ 654,960 Accumulated impairment charges (46,884) (194,953) (241,837) Balance as of December 31, 2020 23,829 389,294 413,123 Acquisitions — 70,430 70,430 Balance as of September 30, 2021 $ 23,829 $ 459,724 $ 483,553 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 a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value. 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 nine months ended September 30, 2021, 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 September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership and customer lists $ 9,140 (8,721) $ 419 Websites 2,500 (164) 2,336 RV and Outdoor Retail: Customer lists and domain names 3,476 (2,206) 1,270 Supplier lists 1,696 (339) 1,357 Trademarks and trade names 29,564 (8,362) 21,202 Websites 6,220 (3,225) 2,995 $ 52,596 $ (23,017) $ 29,579 December 31, 2020 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership and customer lists $ 9,140 $ (8,568) $ 572 RV and Outdoor Retail: Customer lists and domain names 3,476 (1,930) 1,546 Supplier lists 1,696 (85) 1,611 Trademarks and trade names 29,564 (6,681) 22,883 Websites 6,140 (2,630) 3,510 $ 50,016 $ (19,894) $ 30,122 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Long-Term Debt. | |
Long-Term Debt | 6. Long-Term Debt Outstanding long-term debt consisted of the following (in thousands): September 30, December 31, 2021 2020 Term Loan Facility (1)(2) $ 1,074,429 $ 1,130,356 Real Estate Facilities (3) 13,154 4,493 Subtotal 1,087,583 1,134,849 Less: current portion (12,183) (12,174) Total $ 1,075,400 $ 1,122,675 (1) Amounts as of September 30, 2021 relate to the New Term Loan Facility and amounts as of December 31, 2020 relate to the Previous Term Loan Facility, as defined below. (2) Net of $12.9 million and $3.2 million of original issue discount at September 30, 2021 and December 31, 2020, respectively, and $7.2 million and $7.9 million of finance costs at September 30, 2021 and December 31, 2020, respectively. (3) Net of $0.1 million of finance costs at September 30, 2021 and finance costs at December 31, 2020 were not significant. Senior Secured Credit Facilities As of September 30, 2021 and December 31, 2020, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to separate credit agreements (the “New Credit Agreement” as of September 30, 2021 and, as amended from time to time, the “Previous Credit Agreement” as of December 31, 2020) for senior secured credit facilities (the “New Senior Secured Credit Facilities” as of September 30, 2021, the “Previous Senior Secured Credit Facilities” as of December 31, 2020, and collectively the “Senior Secured Credit Facilities”). The New Senior Secured Credit Facilities consist of a $1.100 billion term loan facility (the “New Term Loan Facility”) and a $65.0 million revolving credit facility (the “New Revolving Credit Facility”). The Previous Senior Secured Credit Facilities consisted of a $1.195 billion term loan facility (the “Previous Term Loan Facility”) and a $35.0 million revolving credit facility (the “Previous Revolving Credit Facility”). On June 3, 2021, concurrently with the closing of the New Credit Agreement, the Company repaid and extinguished the Previous Senior Secured Credit Facilities with the proceeds from borrowing the full amount available under the New Term Loan Facility and paying an additional $61.4 million from cash on hand, resulting in an overall reduction of outstanding principal of $38.6 million. During the nine months ended September 30, 2021, loss and expense on debt restructure of $10.4 million was comprised of $0.4 million in extinguishment of the original issue discount, $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $9.0 million in legal and other expenses related to the New Term Loan Facility. The funds available under the New Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $25.0 million may be allocated to such letters of credit compared to a maximum of $15.0 million that may have been allocated to such letters of credit under the Previous Revolving Credit Facility. The New Revolving Credit Facility matures on June 3, 2026, and the New Term Loan Facility matures on June 3, 2028. The New Term Loan Facility requires mandatory principal payments in equal quarterly installments of $2.8 million, which commenced on June 30, 2021, compared to equal quarterly installments of $3.0 million under the Previous Term Loan Facility. Additionally, the Company is required to prepay the term loan borrowings in an aggregate amount up to 50% of excess cash flow, as defined in the New Credit Agreement, for such fiscal year depending on the total net leverage ratio beginning with the year ended December 31, 2022. The Company is not subject to an additional excess cash flow payment relating to 2021 under the New Term Loan Facility and was not required to make an additional excess cash flow payment relating to 2020 under the Previous Term Loan Facility. Under the New Senior Secured Credit Facilities, the Company has the ability to increase the amount of term loans or revolving loans in an aggregate amount not to exceed the greater of (a) a “fixed” amount set at $725.0 million and (b) 100% of consolidated EBITDA for the most recent four consecutive fiscal quarters on a pro forma basis (as defined in the New Credit Agreement). The lenders under the New Senior Secured Credit Facilities are not under any obligation to provide commitments in respect of any such increase. As of September 30, 2021, the average interest rate on the New Term Loan Facility was 3.25%. The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands): September 30, December 31, 2021 (1) 2020 (2) Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,100,000 $ 1,195,000 Less: cumulative principal payments (5,500) (53,459) Less: unamortized original issue discount (12,906) (3,241) Less: finance costs (7,165) (7,944) 1,074,429 1,130,356 Less: current portion (11,000) (11,891) Long-term debt, net of current portion $ 1,063,429 $ 1,118,465 Revolving Credit Facility: Total commitment $ 65,000 $ 35,000 Less: outstanding letters of credit (4,930) (5,930) Additional borrowing capacity $ 60,070 $ 29,070 (1) Amounts relate to the New Senior Secured Credit Facilities. (2) Amounts relate to the Previous Senior Secured Credit Facilities. The New 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 New 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 New Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management has determined that no events have occurred at September 30, 2021 that would trigger a subjective acceleration clause. The New Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum total net leverage ratio (as defined in the New 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 is greater than 35% of the total commitment on the New Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the New Credit Agreement. As of September 30, 2021, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold. The Company was in compliance with all applicable debt covenants at September 30, 2021 and December 31, 2020. Real Estate Facilities On November 8, 2018 and September 22, 2021, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into loan and security agreements for real estate credit facilities (as amended from time to time, the “First Real Estate Facility” and the “Second Real Estate Facility”, respectively, and collectively the “Real Estate Facilities”) with aggregate maximum principal capacities of $21.5 million and $9.0 million for the First Real Estate Facility and Second Real Estate Facility, respectively. Borrowings under the Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The Real Estate Facilities may be used to finance the acquisition of real estate assets. The Real Estate Facilities are secured by first priority security interest on the real estate assets acquired with the proceeds of the Real Estate Facilities (“Real Estate Facility Properties”). The First Real Estate Facility and Second Real Estate Facility mature on October 31, 2023 and September 22, 2026, respectively. As of September 30, 2021, the First Real Estate Facility and Second Real Estate Facility had outstanding principal balances of $4.3 million and $8.9 million, respectively, net of unamortized finance costs, and an interest rate of 2.88% for each Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management has determined that no events have occurred at September 30, 2021 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all debt covenants at September 30, 2021 and December 31, 2020. |
Lease Obligations
Lease Obligations | 9 Months Ended |
Sep. 30, 2021 | |
Lease Obligations | |
Lease Obligations | 7. Lease Obligations The following presents certain information related to the costs for leases (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost $ 29,116 $ 30,117 $ 87,249 $ 91,134 Finance lease cost: Amortization of finance lease assets 1,776 804 3,717 1,852 Interest on finance lease liabilities 575 422 1,638 829 Short-term lease cost 478 349 1,437 1,228 Variable lease cost 5,749 7,205 17,582 18,260 Sublease income (467) (476) (1,401) (1,343) Net lease costs $ 37,227 $ 38,421 $ 110,222 $ 111,960 As of September 30, 2021 and December 31, 2020, finance lease assets of $41.4 million and $29.8 million, respectively, were included in property and equipment, net in the accompanying condensed consolidated balance sheets. The following presents supplemental cash flow information related to leases (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 87,812 $ 91,459 Operating cash flows for finance leases 1,588 666 Financing cash flows for finance leases 2,188 2,030 Lease assets obtained in exchange for lease liabilities: New, remeasured, and terminated operating leases 55,330 21,730 New finance leases 15,362 29,522 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
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 2021 and 2020 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 Facilities 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 September 30, 2021 December 31, 2020 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,074,429 $ 1,090,341 $ 1,130,356 $ 1,132,979 Floor Plan Facility Revolving Line of Credit Level 2 20,885 20,885 20,885 20,791 Real Estate Facilities Level 2 13,154 13,201 4,493 4,600 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
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. On March 5, 2019, a shareholder derivative suit styled Hunnewell v. Camping World Holdings, Inc., et al. On April 17, 2019, a shareholder derivative suit styled Lincolnshire Police Pension Fund v. Camping World Holdings, Inc., et al. Ronge settlement and entry of a final judgment and order dismissing the Ronge action with prejudice, on August 31, 2020, the parties filed a stipulation and proposed order designating the LPPF Complaint as the operative complaint in the consolidated action, and setting forth a schedule for defendants to respond to that Complaint, which the Court granted. On October 30, 2020, the Company, along with the other defendants, moved to dismiss this action. On December 30, 2020, the Court granted the parties’ stipulated schedule for Plaintiffs to file an amended complaint. On January 7, 2021, Plaintiffs filed an Amended Complaint, alleging substantially same claims and seeking the same relief. On March 8, 2021, the Company, along with the other defendants, moved to dismiss the Amended Complaint. Plaintiffs filed their opposition to Defendants’ motion to dismiss on June 4, 2021. Defendants filed their reply in further support of their motion to dismiss on July 23, 2021. On October 5, 2021, the Court heard oral arguments from the parties on Defendants’ motion to dismiss. 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., Ronge On June 22, 2021, FreedomRoads filed a one-count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”). On October 8, 2021, Weissmann brought a counterclaim against FreedomRoads and Third-Party Defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, CWH, and Machete Productions (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FreedomRoads and all third-party defendants, including CWH: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (v) unjust enrichment; and (vi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On October 19, 2021, the Court held a status hearing and ordered that FreedomRoads is not required to respond to the counterclaims until further notice of the Court, and set a status hearing for November 17, 2021. On May 28, 2020, Kamela Woodings (“Woodings”), in her representative capacity under the Private Attorney General Action (“Woodings PAGA Complaint”) filed a lawsuit styled Woodings v. FreedomRoads, LLC Wage Upon Termination, (6) Failure to Timely Pay Wages During Employment, (7) Failure to Provide Complete And Accurate Wage Statements, and (8) Failure to Keep Accurate Business Records (the “PAGA Complaint”). The Woodings PAGA Complaint seeks civil penalties and attorneys’ fees and costs pursuant to California Labor Code Section 2699. Woodings v. FreedomRoads, LLC On August 6, 2020, the Woodings Class Action was removed to the U.S. District Court for the Central District of California. On August 27, 2020, Woodings amended the Woodings Class Action to add a second plaintiff, Jodi Dormaier, representing a Washington subclass of all non-exempt FreedomRoads, LLC employees, in an amended lawsuit styled Kamela Woodings and Jodi Dormaier v. FreedomRoads, LLC ( On January 18, 2021, the parties entered into a preliminary agreement to settle the Amended Woodings Class Action and the Woodings PAGA Complaint subject to the terms of a long-form settlement agreement to be executed by the parties and approval by the courts. On July 26, 2021, the parties executed the long-form settlement agreement and filed a motion seeking preliminary approval of the settlement from the court. On September 3, 2021, the court granted Plaintiff’s Motion for Preliminary Approval. Plaintiff is required to file the Motion for Final Approval and Motion for Attorneys’ Fees no later than November 15, 2021. The final approval hearing is scheduled for December 13, 2021. As of September 30, 2021, the Company had a reserve totaling $4.0 million for estimated losses related to this matter, which is consistent with the preliminary settlement amount. 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. Financial Assurances In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s own future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of September 30, 2021 and December 31, 2020, outstanding standby letters of credit issued through our Floor Plan Facility were $11.5 million and $11.7 million, respectively, and outstanding standby letters of credit issued through the New Senior Secured Credit Facilities were $4.9 million and $5.9 million, respectively (see Note 3 — Inventories and Floor Plan Payables and Note 6 — Long-Term Debt). As of September 30, 2021 and December 31, 2020, outstanding surety bonds were $18.5 million and $16.1 million, respectively. The underlying liabilities insured by these instruments are reflected on the Company’s balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves. |
Statement of Cash Flows
Statement of Cash Flows | 9 Months Ended |
Sep. 30, 2021 | |
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: Nine Months Ended September 30, September 30, 2021 2020 Cash paid during the period for: Interest $ 44,287 $ 58,632 Income taxes 88,339 25,244 Non-cash investing activities: Leasehold improvements paid by lessor 91 74 Vehicles transferred to (from) property and equipment from (to) inventory 829 (70) Capital expenditures in accounts payable and accrued liabilities 10,347 1,554 Non-cash financing activities: Par value of Class A common stock issued in exchange for common units in CWGS, LLC 42 48 Par value of Class A common stock issued for vested restricted stock units — 3 Cost of treasury stock issued for vested restricted stock units 22,917 — |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Acquisitions | |
Acquisitions | 11. Acquisitions During the nine months ended September 30, 2020, the Company did not acquire any businesses. During the nine months ended September 30, 2021, subsidiaries of the Company acquired the assets of twelve RV dealerships that constituted businesses under accounting rules. The Company used cash to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new 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 nine months ended September 30, 2021, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of twelve locations for an aggregate purchase price of approximately $99.7 million. Additionally, during the nine months ended September 30, 2021, the Company purchased real property of $61.1 million of which $31.4 million related to the sellers of the acquired businesses. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships consist of the following: Nine Months Ended September 30, ($ in thousands) 2021 2020 Tangible assets (liabilities) acquired (assumed): Accounts receivable, net $ 615 $ — Inventories, net 27,386 (125) Prepaid expenses and other assets 126 — Property and equipment, net 1,348 — Operating lease assets 1,222 — Customer deposits (1,437) — Accrued liabilities 1,281 — Current portion of operating lease liabilities (195) — Operating lease liabilities, net of current portion (1,027) — Total tangible net assets acquired 29,319 (125) Goodwill 70,430 125 Cash paid for acquisitions 99,749 — Inventory purchases financed via floor plan (19,537) — Cash payment net of floor plan financing $ 80,212 $ — The fair values above for the nine months ended September 30, 2021 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories. For the nine months ended September 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 nine months ended September 30, 2021 and 2020, acquired goodwill of $70.4 million and $0.0 million, respectively, is expected to be deductible for tax purposes. Included in the nine months ended September 30, 2021 condensed consolidated financial results were $100.6 million of revenue, and $10.8 million of pre-tax income, respectively 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 | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Income Taxes | 12. Income Taxes CWH is organized as a Subchapter C corporation and, as of September 30, 2021, is a 51.3% 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 U.S. federal and most applicable state and local income tax purposes and as such, is generally not subject to any U.S. federal entity-level income taxes 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. 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 nine months ended September 30, 2021, 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 $29.2 million as of September 30, 2021, of which $14.6 million 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. Furthermore, on March 11, 2021 the American Rescue Plan Act, a $1.9 trillion tax-and-spending package aimed at addressing the continuing economic and health impacts of the coronavirus pandemic, was enacted. The American Rescue Plan Act provisions do not have a material impact on the Company’s income tax expense and effective tax rate. For the nine months ended September 30, 2021, the Company's effective income tax rate was 12.5%, 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, income tax benefits of $14.5 million recorded in the nine months ended September 30, 2021 related to the release of the valuation allowance on deferred tax assets at CW that can now be included in state combined unitary income tax returns and $4.1 million for the revaluation of deferred tax assets as a result of increased state tax rates. For the nine months ended September 30, 2020, the Company’s effective income tax rate was 13.4% 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 due to CW losses for which an income tax benefit could not be recognized as a result of the full valuation allowance on its deferred tax assets during that period. 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 nine months ended September 30, 2021 and 2020, 4,181,552 and 110,000 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 September 30, 2021 and December 31, 2020, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $179.9 million and $145.9 million, respectively, of which $12.3 million and $8.1 million at September 30, 2021 and December 31, 2020, respectively, was included in the current portion of the Tax Receivable Agreement liability in the condensed consolidated balance sheets. The Tax Receivable Agreement liability and the related Deferred Tax Assets for the Tax Receivable Agreement liability and the investment in CWGS, LLC increased $38.5 million and $45.3 million, respectively, as a result of Continuing Equity Owner’s, primarily Crestview Partners II GP, L.P., combined redemption of 4.0 million common units in CWGS, LLC for 4.0 million shares of the Company’s Class A common stock during the nine months ended September 30, 2021 and were recorded to additional paid-in capital (see the condensed consolidated statements of stockholders’ equity (deficit)). Payments pursuant to the Tax Receivable Agreement relating to these redemptions would begin during the year ended December 31, 2022. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | 13. Related Party Transactions Transactions with Directors, Equity Holders and Executive Officers FreedomRoads leases various retail locations from managers and officers. During the three months ended September 30, 2021 and 2020, the related party lease expense for these locations were $0.6 million and $0.5 million, respectively. During the nine months ended September 30, 2021 and 2020, the related party lease expense for these locations were $1.6 million and $1.5 million, respectively. In January 2012, FreedomRoads entered into a lease for the offices in Lincolnshire, Illinois, which was amended in March 2013 and November 2019 (the “Lincolnshire Lease”). For the three months ended September 30, 2021 and 2020, rental payments for the Lincolnshire Lease, including common area maintenance charges, were each $0.2 million. For the nine months ended September 30, 2021 and 2020, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $0.6 million and $0.7 million, respectively. The Company’s Chairman and Chief Executive Officer has personally guaranteed the Lincolnshire 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 had a 67% economic interest in Precise Graphix, which is currently in dispute. The Company is not a party to the dispute. The Company paid Precise Graphix $0 for each of the three months ended September 30, 2021 and September 30, 2020. The Company received refunds from Precise Graphix totaling $0.2 million for the nine months ended September 30, 2021 and paid $0.3 million for the nine months ended September 30, 2020. 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, $0.2 million and $0.1 million during the nine months ended September 30, 2021 and 2020, respectively, for legal services. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
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 had a minority economic interest in CWGS, LLC through March 11, 2021, CWH has had and continues to have 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 Stock Repurchase Program On October 30, 2020, the Company’s Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company’s Class A common stock, expiring on October 31, 2022. On August 3, 2021, the Company’s Board of Directors authorized an increase and extension of the stock repurchase program for the repurchase of up to an additional $125.0 million of the Company’s Class A common stock, expiring on August 31, 2023. Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion. The Company expects to fund the repurchases using cash on hand. During the nine months ended September 30, 2021, the Company repurchased 2,209,465 shares of Class A common stock under this program for approximately $86.8 million, including commissions paid, at a weighted average price per share of $39.30, which is recorded as treasury stock on the condensed consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the nine months ended September 30, 2021, the Company reissued 645,349 shares of Class A common stock from treasury stock to settle the exercises of stock options and vesting of restricted stock units. As of September 30, 2021, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $116.7 million. |
Non-Controlling Interests
Non-Controlling Interests | 9 Months Ended |
Sep. 30, 2021 | |
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 December 31, 2020, 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)). The following table summarizes the CWGS, LLC common unit ownership by CWH and the Continuing Equity Owners: As of September 30, 2021 As of December 31, 2020 Common Units Ownership % Common Units Ownership % CWH 44,843,825 51.3% 42,226,389 47.4% Continuing Equity Owners 42,635,235 48.7% 46,816,787 52.6% Total 87,479,060 100.0% 89,043,176 100.0% During the nine months ended September 30, 2021, Crestview redeemed 4.0 million common units of CWGS, LLC in exchange for 4.0 million shares of the Company’s Class A common stock, which also resulted in the cancellation of 4.0 million shares of the Company’s Class B common stock that was previously held by Crestview with no additional consideration provided. The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity: Three Months Ended Nine Months Ended September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Net income attributable to Camping World Holdings, Inc. $ 79,703 $ 58,050 $ 251,213 $ 107,967 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 (592) (1,767) (1,861) (1,872) (Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units (16,376) 481 (19,241) 553 Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs (411) (958) (467) (1,517) Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock 19,623 — 41,750 — Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC — 21,801 34,711 21,863 Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 81,947 $ 77,607 $ 306,105 $ 126,994 |
Equity-based Compensation Plans
Equity-based Compensation Plans | 9 Months Ended |
Sep. 30, 2021 | |
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 Nine Months Ended September 30, September 30, September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Equity-based compensation expense: Costs applicable to revenue $ 252 $ 292 $ 575 $ 639 Selling, general, and administrative 6,661 5,909 18,494 13,056 Total equity-based compensation expense $ 6,913 $ 6,201 $ 19,069 $ 13,695 The following table summarizes stock option activity for the nine months ended September 30, 2021: Stock Options (in thousands) Outstanding at December 31, 2020 470 Exercised (173) Forfeited (7) Outstanding at September 30, 2021 290 Options exercisable at September 30, 2021 290 The following table summarizes restricted stock unit activity for the nine months ended September 30, 2021: Restricted Stock Units (in thousands) Outstanding at December 31, 2020 3,392 Granted 386 Vested (658) Forfeited (165) Outstanding at September 30, 2021 2,955 During the nine months ended September 30, 2021, the Company granted 386,471 RSUs to employees and non-employee directors with an aggregate grant date fair value of $13.9 million and weighted-average grant date fair value of $35.95 per RSU,which will be recognized, net of forfeitures, over a vesting period of four On October 25, 2021, the Company granted 100,000 RSUs to employees with an aggregate grant date fair value of $3.2 million and a grant date fair value of $31.65 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
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 Nine Months Ended September 30, September 30, (In thousands except per share amounts) 2021 2020 2021 2020 Numerator: Net income $ 189,308 $ 154,784 $ 582,809 $ 303,877 Less: net income attributable to non-controlling interests (109,605) (96,734) (331,596) (195,910) Net income attributable to Camping World Holdings, Inc. — $ 79,703 $ 58,050 251,213 107,967 Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs 1,226 794 3,793 — 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 — — — 140,811 Net income attributable to Camping World Holdings, Inc. — $ 80,929 $ 58,844 $ 255,006 $ 248,778 Denominator: Weighted-average shares of Class A common stock outstanding — basic 45,628 39,880 45,072 38,356 Dilutive options to purchase Class A common stock 138 191 157 64 Dilutive restricted stock units 1,256 801 1,204 508 Dilutive common units of CWGS, LLC that are convertible into Class A common stock — — — 50,954 Weighted-average shares of Class A common stock outstanding — diluted 47,022 40,872 46,433 89,882 Earnings per share of Class A common stock — basic $ 1.75 $ 1.46 $ 5.57 $ 2.81 Earnings per share of Class A common stock — diluted $ 1.72 $ 1.44 $ 5.49 $ 2.77 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 — — — 483 Restricted stock units 10 1,761 9 1,028 Common units of CWGS, LLC that are convertible into Class A common stock 42,635 49,609 43,731 — 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 | 9 Months Ended |
Sep. 30, 2021 | |
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 collision work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture; and the sale of Good Sam Club memberships and co-branded credit cards. The 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 September 30, 2021 Three Months Ended September 30, 2020 Good Sam RV and Good Sam RV and Services Outdoor Intersegment Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 46,632 $ — $ (51) $ 46,581 $ 46,013 $ — $ (72) $ 45,941 New vehicles — 865,886 (1,583) 864,303 — 909,401 (1,813) 907,588 Used vehicles — 520,565 (1,015) 519,550 — 299,360 (709) 298,651 Products, service and other — 306,241 (359) 305,882 — 277,022 (400) 276,622 Finance and insurance, net — 171,861 (4,082) 167,779 — 142,091 (3,312) 138,779 Good Sam Club — 12,479 — 12,479 — 11,172 — 11,172 Total consolidated revenue $ 46,632 $ 1,877,032 $ (7,090) $ 1,916,574 $ 46,013 $ 1,639,046 $ (6,306) $ 1,678,753 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Good Sam RV and Good Sam RV and Services Outdoor Intersegment Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 134,499 $ — $ (145) $ 134,354 $ 139,397 $ — $ (1,729) $ 137,668 New vehicles — 2,750,643 (5,586) 2,745,057 — 2,308,042 (4,962) 2,303,080 Used vehicles — 1,276,811 (2,867) 1,273,944 — 782,292 (2,066) 780,226 Products, service and other — 863,958 (1,252) 862,706 — 681,546 (1,129) 680,417 Finance and insurance, net — 495,786 (12,068) 483,718 — 386,733 (8,180) 378,553 Good Sam Club — 36,383 — 36,383 — 32,827 — 32,827 Total consolidated revenue $ 134,499 $ 5,423,581 $ (21,918) $ 5,536,162 $ 139,397 $ 4,191,440 $ (18,066) $ 4,312,771 Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Segment income: (1) Good Sam Services and Plans $ 18,030 $ 22,390 $ 62,415 $ 68,321 RV and Outdoor Retail 247,762 182,275 709,411 370,786 Total segment income 265,792 204,665 771,826 439,107 Corporate & other (2,667) (2,283) (7,157) (7,177) Depreciation and amortization (23,552) (12,304) (49,297) (38,949) Other interest expense, net (11,250) (12,896) (35,262) (42,101) Tax Receivable Agreement liability adjustment — — (3,520) — Loss and expense on debt restructure (24) — (10,445) — Other expense, net (122) — (77) — Income before income taxes $ 228,177 $ 177,182 $ 666,068 $ 350,880 (1) Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense. Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Depreciation and amortization: Good Sam Services and Plans $ 723 $ 868 $ 2,292 2,392 RV and Outdoor Retail 22,829 11,436 47,005 36,557 Total depreciation and amortization $ 23,552 $ 12,304 $ 49,297 $ 38,949 Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Other interest expense, net: Good Sam Services and Plans $ (1) $ 2 $ (1) $ 2 RV and Outdoor Retail 1,934 2,145 5,643 6,119 Subtotal 1,933 2,147 5,642 6,121 Corporate & other 9,317 10,749 29,620 35,980 Total other interest expense, net $ 11,250 $ 12,896 $ 35,262 $ 42,101 September 30, December 31, ($ in thousands) 2021 2020 Assets: Good Sam Services and Plans $ 96,951 $ 140,825 RV and Outdoor Retail 3,394,453 2,881,637 Subtotal 3,491,404 3,022,462 Corporate & other 295,187 233,969 Total assets $ 3,786,591 $ 3,256,431 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 are unaudited. The condensed consolidated balance sheet as of December 31, 2020 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, 2020 filed with the SEC on February 26, 2021. 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 had a minority economic interest in CWGS, LLC through March 11, 2021. As of September 30, 2021 and December 31, 2020, CWH owned 51.3% and 47.4%, 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 made significant progress with the easing of restrictions and reopening certain businesses often under new operating guidelines, although new waves of infection or the spread of new variants may lead to an increase in such restrictions or closures. In conjunction with the initial 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 2020, the Company began to see a significant improvement in its online web traffic levels and number of electronic leads, and in early May 2020, the Company began to see improvements in its overall revenue levels. As the stay-at-home restrictions began to ease across certain areas of the country, the Company experienced significant acceleration in its in-store and online traffic, lead generation, and revenue trends in May 2020 continuing into the quarter ended June 30, 2021. Demand and interest in new and used vehicles continued to outpace vehicle supply during the quarter ended September 30, 2021. In September 2021, the Company was able to procure more new vehicles than were sold during the month which improved inventory levels at September 30, 2021. In order to offset the initially expected adverse impact of COVID-19 and better align expenses with reduced sales in the middle of March 2020 and early April 2020, the Company reduced marketing expenses and 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 and hourly reductions ended in May 2020 as the adverse economic impacts of the pandemic began to decline. The Company has also taken steps to add new private label lines, expand its relationships with smaller recreational vehicle (“RV”) manufacturers, and acquire used inventory to help manage risks in its supply chain. Throughout the pandemic, the majority of the Company’s retail locations have continued to operate as essential businesses and the Company has continued to operate its e-commerce business. Annually, most of the Company’s consumer shows and events take place during the first quarter. As a consequence of COVID-19, the Company held no in-person consumer shows in the first nine months of 2021 and held fewer in-person consumer shows and events during 2020 than in 2019. Since March 2020, the Company has implemented preparedness plans to keep its employees and customers safe, which include social distancing, providing employees with face coverings and/or other protective clothing as required, implementing additional cleaning and sanitization routines, and work-from-home directives for a significant portion of the Company’s workforce. In July 2021, the Company began transitioning many of its employees from work-from-home schedules to a return to the Company’s offices. |
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 service and collision work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture; and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform primarily under the Camping World and Gander RV & Outdoors brands, and markets its products and services primarily to RV and outdoor enthusiasts. In 2019, the Company made a strategic decision to refocus its business around its core RV competencies, and on September 3, 2019, the board of directors approved a strategic plan to shift the business away from locations that did not have the ability or where it was not feasible to sell and/or service RVs (the “2019 Strategic Shift”) (see Note 4 – Restructuring and Long-lived Asset Impairment). A summary of the retail store openings, closings, divestitures, conversions and number of locations from September 30, 2020 to September 30, 2021, are in the table below: RV RV Service & Other Dealerships Retail Centers Retail Stores Total Number of store locations as of September 30, 2020 152 10 1 163 Opened 23 — — 23 Closed / divested (1) — — (1) Temporarily closed (1) (1) — — (1) Re-opened 3 — — 3 Number of store locations as of September 30, 2021 176 10 1 187 (1) This location was temporarily closed for facility modification. |
Reclassifications of Prior Period Amounts | Reclassifications of Prior Period Amounts Certain prior-period amounts have been reclassified to conform to the current period presentation. Specifically, the current and noncurrent portions of finance lease liabilities have been reclassified to be presented separately from current and noncurrent portions of long-term debt, respectively, in the accompanying condensed consolidated balance sheet as of December 31, 2020. Additionally, the payments on finance leases have been reclassified to be presented separately from payments on long-term debt in the accompanying condensed consolidated statement of cash flows for the nine months ended as of September 30, 2020. |
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. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company adopted ASU 2019-12 as of January 1, 2021 and the adoption did not materially impact its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This standard requires contract assets and contract liabilities, such as certain receivables and deferred revenue, acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree instead of recording those balances at fair value. This standard should be applied prospectively to acquisitions occurring after the effective date. The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. 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) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2020 152 10 1 163 Opened 23 — — 23 Closed / divested (1) — — (1) Temporarily closed (1) (1) — — (1) Re-opened 3 — — 3 Number of store locations as of September 30, 2021 176 10 1 187 (1) This location was temporarily closed for facility modification. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Summary of total unsatisfied performance obligation for these revenue streams, that the Company expects to recognize the amounts as revenue | As of September 30, 2021 2021 $ 41,924 2022 70,382 2023 30,303 2024 15,160 2025 8,045 Thereafter 7,589 Total $ 173,403 |
Inventories and Floor Plan Pa_2
Inventories and Floor Plan Payables (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory | |
Schedule of inventories | Inventories consisted of the following (in thousands): September 30, December 31, 2021 2020 Good Sam services and plans $ — $ 109 New RVs 723,593 691,114 Used RVs 391,466 178,336 Products, parts, accessories and other 246,063 266,786 $ 1,361,122 $ 1,136,345 |
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 September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, 2021 2020 Floor Plan Facility Notes payable - floor plan: Total commitment $ 1,700,000 $ 1,379,750 Less: borrowings, net (520,697) (522,455) Less: flooring line aggregate interest reduction account (181,579) (133,639) Additional borrowing capacity 997,724 723,656 Less: accounts payable for sold inventory (49,936) (28,980) Less: purchase commitments (95,263) (39,121) Unencumbered borrowing capacity $ 852,525 $ 655,555 Revolving line of credit: $ 70,000 $ 48,000 Less: borrowings (20,885) (20,885) Additional borrowing capacity $ 49,115 $ 27,115 Letters of credit: Total commitment $ 30,000 $ 15,000 Less: outstanding letters of credit (11,500) (11,732) Additional letters of credit capacity $ 18,500 $ 3,268 |
Restructuring and Long-Lived _2
Restructuring and Long-Lived Asset Impairment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 and 2020 associated with the 2019 Strategic Shift (in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Restructuring costs: One-time termination benefits (1) $ — $ — $ — $ 231 Lease termination costs (2) — 706 1,431 1,951 Incremental inventory reserve charges (3) 15,017 — 15,017 543 Other associated costs (4) 2,345 3,689 8,422 13,788 Total restructuring costs $ 17,362 $ 4,395 $ 24,870 $ 16,513 (1) These costs incurred in the first nine months of 2020 were primarily included 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 nine months ended September 30, 2021, costs of approximately $2.3 million and $8.4 million, respectively, were included in selling, general, and administrative expenses in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2020, costs of approximately $0.0 million and $0.4 million, respectively, were included in costs applicable to revenue – products, service and other and $3.7 million and $13.4 million, respectively, were included in selling, general, and administrative expenses 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 10,532 16,835 27,598 Paid or otherwise settled (953) (10,532) (16,346) (27,831) Balance at December 31, 2020 — — 774 774 Charged to expense — 1,650 8,422 10,072 Paid or otherwise settled — (1,650) (8,341) (9,991) Balance at September 30, 2021 $ — $ — $ 855 $ 855 (1) Lease termination costs exclude the $1.3 million, $6.1 million and $0.2 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, for the year ended December 31, 2020 and for the nine months ended September 30, 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 (in thousands): Good Sam Services and RV and Plans Outdoor Retail Consolidated Balance as of December 31, 2020 (excluding impairment charges) $ 70,713 $ 584,247 $ 654,960 Accumulated impairment charges (46,884) (194,953) (241,837) Balance as of December 31, 2020 23,829 389,294 413,123 Acquisitions — 70,430 70,430 Balance as of September 30, 2021 $ 23,829 $ 459,724 $ 483,553 |
Finite-lived intangible assets and related accumulated amortization | Finite-lived intangible assets and related accumulated amortization consisted of the following at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership and customer lists $ 9,140 (8,721) $ 419 Websites 2,500 (164) 2,336 RV and Outdoor Retail: Customer lists and domain names 3,476 (2,206) 1,270 Supplier lists 1,696 (339) 1,357 Trademarks and trade names 29,564 (8,362) 21,202 Websites 6,220 (3,225) 2,995 $ 52,596 $ (23,017) $ 29,579 December 31, 2020 Cost or Accumulated Fair Value Amortization Net Good Sam Services and Plans: Membership and customer lists $ 9,140 $ (8,568) $ 572 RV and Outdoor Retail: Customer lists and domain names 3,476 (1,930) 1,546 Supplier lists 1,696 (85) 1,611 Trademarks and trade names 29,564 (6,681) 22,883 Websites 6,140 (2,630) 3,510 $ 50,016 $ (19,894) $ 30,122 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Long-Term Debt. | |
Long-Term debt | Outstanding long-term debt consisted of the following (in thousands): September 30, December 31, 2021 2020 Term Loan Facility (1)(2) $ 1,074,429 $ 1,130,356 Real Estate Facilities (3) 13,154 4,493 Subtotal 1,087,583 1,134,849 Less: current portion (12,183) (12,174) Total $ 1,075,400 $ 1,122,675 (1) Amounts as of September 30, 2021 relate to the New Term Loan Facility and amounts as of December 31, 2020 relate to the Previous Term Loan Facility, as defined below. (2) Net of $12.9 million and $3.2 million of original issue discount at September 30, 2021 and December 31, 2020, respectively, and $7.2 million and $7.9 million of finance costs at September 30, 2021 and December 31, 2020, respectively. (3) Net of $0.1 million of finance costs at September 30, 2021 and finance costs at December 31, 2020 were not significant. |
Schedule of outstanding amounts and available borrowings under the Senior Secured Credit Facilities | September 30, December 31, 2021 (1) 2020 (2) Senior Secured Credit Facilities: Term Loan Facility: Principal amount of borrowings $ 1,100,000 $ 1,195,000 Less: cumulative principal payments (5,500) (53,459) Less: unamortized original issue discount (12,906) (3,241) Less: finance costs (7,165) (7,944) 1,074,429 1,130,356 Less: current portion (11,000) (11,891) Long-term debt, net of current portion $ 1,063,429 $ 1,118,465 Revolving Credit Facility: Total commitment $ 65,000 $ 35,000 Less: outstanding letters of credit (4,930) (5,930) Additional borrowing capacity $ 60,070 $ 29,070 (1) Amounts relate to the New Senior Secured Credit Facilities. (2) Amounts relate to the Previous Senior Secured Credit Facilities. |
Lease Obligations (Tables)
Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Lease Obligations | |
Summary of lease cost | The following presents certain information related to the costs for leases (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost $ 29,116 $ 30,117 $ 87,249 $ 91,134 Finance lease cost: Amortization of finance lease assets 1,776 804 3,717 1,852 Interest on finance lease liabilities 575 422 1,638 829 Short-term lease cost 478 349 1,437 1,228 Variable lease cost 5,749 7,205 17,582 18,260 Sublease income (467) (476) (1,401) (1,343) Net lease costs $ 37,227 $ 38,421 $ 110,222 $ 111,960 |
Schedule of cash flow supplemental information | The following presents supplemental cash flow information related to leases (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 87,812 $ 91,459 Operating cash flows for finance leases 1,588 666 Financing cash flows for finance leases 2,188 2,030 Lease assets obtained in exchange for lease liabilities: New, remeasured, and terminated operating leases 55,330 21,730 New finance leases 15,362 29,522 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Summary of aggregate carrying value and fair value of fixed rate debt | Fair Value September 30, 2021 December 31, 2020 ($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility Level 2 $ 1,074,429 $ 1,090,341 $ 1,130,356 $ 1,132,979 Floor Plan Facility Revolving Line of Credit Level 2 20,885 20,885 20,885 20,791 Real Estate Facilities Level 2 13,154 13,201 4,493 4,600 |
Statement of Cash Flows (Tables
Statement of Cash Flows (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: Nine Months Ended September 30, September 30, 2021 2020 Cash paid during the period for: Interest $ 44,287 $ 58,632 Income taxes 88,339 25,244 Non-cash investing activities: Leasehold improvements paid by lessor 91 74 Vehicles transferred to (from) property and equipment from (to) inventory 829 (70) Capital expenditures in accounts payable and accrued liabilities 10,347 1,554 Non-cash financing activities: Par value of Class A common stock issued in exchange for common units in CWGS, LLC 42 48 Par value of Class A common stock issued for vested restricted stock units — 3 Cost of treasury stock issued for vested restricted stock units 22,917 — |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Assets Or Stock Of Multiple Dealership Locations Acquired [Member] | |
Acquisitions | |
Summary of the purchase price allocations | Nine Months Ended September 30, ($ in thousands) 2021 2020 Tangible assets (liabilities) acquired (assumed): Accounts receivable, net $ 615 $ — Inventories, net 27,386 (125) Prepaid expenses and other assets 126 — Property and equipment, net 1,348 — Operating lease assets 1,222 — Customer deposits (1,437) — Accrued liabilities 1,281 — Current portion of operating lease liabilities (195) — Operating lease liabilities, net of current portion (1,027) — Total tangible net assets acquired 29,319 (125) Goodwill 70,430 125 Cash paid for acquisitions 99,749 — Inventory purchases financed via floor plan (19,537) — Cash payment net of floor plan financing $ 80,212 $ — |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Non-Controlling Interests | |
Schedule of ownership in CWGS, LLC | As of September 30, 2021 As of December 31, 2020 Common Units Ownership % Common Units Ownership % CWH 44,843,825 51.3% 42,226,389 47.4% Continuing Equity Owners 42,635,235 48.7% 46,816,787 52.6% Total 87,479,060 100.0% 89,043,176 100.0% |
Schedule of effects of change in ownership | Three Months Ended Nine Months Ended September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Net income attributable to Camping World Holdings, Inc. $ 79,703 $ 58,050 $ 251,213 $ 107,967 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 (592) (1,767) (1,861) (1,872) (Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units (16,376) 481 (19,241) 553 Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs (411) (958) (467) (1,517) Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock 19,623 — 41,750 — Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC — 21,801 34,711 21,863 Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests $ 81,947 $ 77,607 $ 306,105 $ 126,994 |
Equity-based Compensation Pla_2
Equity-based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity-based Compensation Plans | |
Schedule of equity-based compensation expense classified with the consolidated statements of operations | Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Equity-based compensation expense: Costs applicable to revenue $ 252 $ 292 $ 575 $ 639 Selling, general, and administrative 6,661 5,909 18,494 13,056 Total equity-based compensation expense $ 6,913 $ 6,201 $ 19,069 $ 13,695 |
Summary of stock option activity | Stock Options (in thousands) Outstanding at December 31, 2020 470 Exercised (173) Forfeited (7) Outstanding at September 30, 2021 290 Options exercisable at September 30, 2021 290 |
Summary of restricted stock unit activity | Restricted Stock Units (in thousands) Outstanding at December 31, 2020 3,392 Granted 386 Vested (658) Forfeited (165) Outstanding at September 30, 2021 2,955 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share | |
Schedule of reconciliations of the numerators and denominators used to compute basic and diluted earnings | Three Months Ended Nine Months Ended September 30, September 30, (In thousands except per share amounts) 2021 2020 2021 2020 Numerator: Net income $ 189,308 $ 154,784 $ 582,809 $ 303,877 Less: net income attributable to non-controlling interests (109,605) (96,734) (331,596) (195,910) Net income attributable to Camping World Holdings, Inc. — $ 79,703 $ 58,050 251,213 107,967 Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs 1,226 794 3,793 — 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 — — — 140,811 Net income attributable to Camping World Holdings, Inc. — $ 80,929 $ 58,844 $ 255,006 $ 248,778 Denominator: Weighted-average shares of Class A common stock outstanding — basic 45,628 39,880 45,072 38,356 Dilutive options to purchase Class A common stock 138 191 157 64 Dilutive restricted stock units 1,256 801 1,204 508 Dilutive common units of CWGS, LLC that are convertible into Class A common stock — — — 50,954 Weighted-average shares of Class A common stock outstanding — diluted 47,022 40,872 46,433 89,882 Earnings per share of Class A common stock — basic $ 1.75 $ 1.46 $ 5.57 $ 2.81 Earnings per share of Class A common stock — diluted $ 1.72 $ 1.44 $ 5.49 $ 2.77 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 — — — 483 Restricted stock units 10 1,761 9 1,028 Common units of CWGS, LLC that are convertible into Class A common stock 42,635 49,609 43,731 — |
Segments Information (Tables)
Segments Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Information | |
Reportable segment revenue | Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Good Sam RV and Good Sam RV and Services Outdoor Intersegment Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 46,632 $ — $ (51) $ 46,581 $ 46,013 $ — $ (72) $ 45,941 New vehicles — 865,886 (1,583) 864,303 — 909,401 (1,813) 907,588 Used vehicles — 520,565 (1,015) 519,550 — 299,360 (709) 298,651 Products, service and other — 306,241 (359) 305,882 — 277,022 (400) 276,622 Finance and insurance, net — 171,861 (4,082) 167,779 — 142,091 (3,312) 138,779 Good Sam Club — 12,479 — 12,479 — 11,172 — 11,172 Total consolidated revenue $ 46,632 $ 1,877,032 $ (7,090) $ 1,916,574 $ 46,013 $ 1,639,046 $ (6,306) $ 1,678,753 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Good Sam RV and Good Sam RV and Services Outdoor Intersegment Services Outdoor Intersegment ($ in thousands) and Plans Retail Eliminations Total and Plans Retail Eliminations Total Revenue: Good Sam services and plans $ 134,499 $ — $ (145) $ 134,354 $ 139,397 $ — $ (1,729) $ 137,668 New vehicles — 2,750,643 (5,586) 2,745,057 — 2,308,042 (4,962) 2,303,080 Used vehicles — 1,276,811 (2,867) 1,273,944 — 782,292 (2,066) 780,226 Products, service and other — 863,958 (1,252) 862,706 — 681,546 (1,129) 680,417 Finance and insurance, net — 495,786 (12,068) 483,718 — 386,733 (8,180) 378,553 Good Sam Club — 36,383 — 36,383 — 32,827 — 32,827 Total consolidated revenue $ 134,499 $ 5,423,581 $ (21,918) $ 5,536,162 $ 139,397 $ 4,191,440 $ (18,066) $ 4,312,771 |
Reportable segment income | Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Segment income: (1) Good Sam Services and Plans $ 18,030 $ 22,390 $ 62,415 $ 68,321 RV and Outdoor Retail 247,762 182,275 709,411 370,786 Total segment income 265,792 204,665 771,826 439,107 Corporate & other (2,667) (2,283) (7,157) (7,177) Depreciation and amortization (23,552) (12,304) (49,297) (38,949) Other interest expense, net (11,250) (12,896) (35,262) (42,101) Tax Receivable Agreement liability adjustment — — (3,520) — Loss and expense on debt restructure (24) — (10,445) — Other expense, net (122) — (77) — Income before income taxes $ 228,177 $ 177,182 $ 666,068 $ 350,880 (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 Nine Months Ended September 30, September 30, September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Depreciation and amortization: Good Sam Services and Plans $ 723 $ 868 $ 2,292 2,392 RV and Outdoor Retail 22,829 11,436 47,005 36,557 Total depreciation and amortization $ 23,552 $ 12,304 $ 49,297 $ 38,949 Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, ($ in thousands) 2021 2020 2021 2020 Other interest expense, net: Good Sam Services and Plans $ (1) $ 2 $ (1) $ 2 RV and Outdoor Retail 1,934 2,145 5,643 6,119 Subtotal 1,933 2,147 5,642 6,121 Corporate & other 9,317 10,749 29,620 35,980 Total other interest expense, net $ 11,250 $ 12,896 $ 35,262 $ 42,101 |
Reportable segment assets | September 30, December 31, ($ in thousands) 2021 2020 Assets: Good Sam Services and Plans $ 96,951 $ 140,825 RV and Outdoor Retail 3,394,453 2,881,637 Subtotal 3,491,404 3,022,462 Corporate & other 295,187 233,969 Total assets $ 3,786,591 $ 3,256,431 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Description of Business (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021locationsegment | Sep. 30, 2021location | Dec. 31, 2020 | |
Segments Information | |||
Number of reportable segments | segment | 2 | ||
Number of stores, beginning of period | 163 | ||
Opened | 23 | ||
Closed/divested | (1) | ||
Temporarily closed | (1) | ||
Reopened | 3 | ||
Number of stores, end of period | 187 | 187 | |
RV Dealerships | |||
Segments Information | |||
Number of stores, beginning of period | 152 | ||
Opened | 23 | ||
Closed/divested | (1) | ||
Temporarily closed | (1) | ||
Reopened | 3 | ||
Number of stores, end of period | 176 | 176 | |
RV Service And Retail Centers | |||
Segments Information | |||
Number of stores, beginning of period | 10 | ||
Number of stores, end of period | 10 | 10 | |
Other Retail Stores | |||
Segments Information | |||
Number of stores, beginning of period | 1 | ||
Number of stores, end of period | 1 | 1 | |
CWGS, LLC | |||
Segments Information | |||
Ownership interest | 100.00% | 100.00% | |
CWH | CWGS, LLC | |||
Segments Information | |||
Ownership interest | 51.30% | 47.40% |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Receivable | RV Service | ||
Revenue | ||
Contract asset | $ 14.1 | $ 8.1 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Performance obligation | |
Revenue expected to be recognized | $ 173,403 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 41,924 |
Unsatisfied performance obligation, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 70,382 |
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 | $ 30,303 |
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 | $ 15,160 |
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 | $ 8,045 |
Unsatisfied performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Performance obligation | |
Revenue expected to be recognized | $ 7,589 |
Unsatisfied performance obligation, period |
Inventories and Floor Plan Pa_3
Inventories and Floor Plan Payables - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventories | ||
Inventories | $ 1,361,122 | $ 1,136,345 |
Good Sam Club services and plans | ||
Inventories | ||
Inventories | 0 | 109 |
New RV vehicles | ||
Inventories | ||
Inventories | 723,593 | 691,114 |
Used RV vehicles | ||
Inventories | ||
Inventories | 391,466 | 178,336 |
Products, service and other | ||
Inventories | ||
Inventories | $ 246,063 | $ 266,786 |
Inventories and Floor Plan Pa_4
Inventories and Floor Plan Payables - Floor Plan Payable (Details) - Floor Plan Facility - USD ($) $ in Thousands | Oct. 01, 2021 | May 12, 2020 | Sep. 30, 2021 | Sep. 29, 2021 | Dec. 31, 2020 | May 11, 2020 |
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 | $ 1,700,000 | $ 1,380,000 | $ 1,379,750 | |||
Quarterly reduction in maximum borrowing capacity | 3,000 | |||||
Increase in aggregate amount | $ 50,000 | |||||
Applicable interest rate (as a percent) | 1.95% | 2.14% | 2.20% | |||
FLAIR offset account amount | $ 181,600 | $ 133,600 | ||||
FLAIR Maximum Percentage | 35.00% | 20.00% | ||||
Maximum | ||||||
Floor Plan Payable | ||||||
Increase in aggregate amount | 200,000 | |||||
BSBY Rate | Minimum | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 1.90% | |||||
BSBY Rate | Maximum | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 2.50% | |||||
Base Rate | Minimum | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 0.40% | |||||
Base Rate | Maximum | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 1.00% | |||||
Letters of credit | ||||||
Floor Plan Payable | ||||||
Maximum borrowing capacity | 30,000 | 15,000 | ||||
Line of Credit | ||||||
Floor Plan Payable | ||||||
Maximum borrowing capacity | $ 70,000 | $ 42,000 | $ 48,000 | |||
Applicable interest rate (as a percent) | 2.30% | 2.49% | 2.55% | |||
Line of Credit | BSBY Rate | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 2.25% | |||||
Line of Credit | BSBY Rate | In Case of BSBY Rate Loan | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 1.75% | |||||
Line of Credit | Base Rate | In Case of Base Rate Loan | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 0.75% | |||||
Line of Credit | Federal Funds Rate | ||||||
Floor Plan Payable | ||||||
Variable rate spread (as a percent) | 0.50% |
Inventories and Floor Plan Pa_5
Inventories and Floor Plan Payables - Floor Plan Outstanding (Details) - Floor Plan Facility - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 29, 2021 | Dec. 31, 2020 |
Floor Plan Payable | |||
Total commitment | $ 1,700,000 | $ 1,380,000 | $ 1,379,750 |
Less: borrowings, net | (520,697) | (522,455) | |
Less: outstanding letters of credit | (11,500) | (11,700) | |
Less: flooring line aggregate interest reduction account | (181,579) | (133,639) | |
Additional borrowing capacity | 997,724 | 723,656 | |
Less: accounts payable for sold inventory | (49,936) | (28,980) | |
Less: purchase commitments | 95,263 | 39,121 | |
Unencumbered borrowing capacity | 852,525 | 655,555 | |
Line of Credit | |||
Floor Plan Payable | |||
Total commitment | 70,000 | $ 42,000 | 48,000 |
Less: borrowings, net | (20,885) | (20,885) | |
Additional borrowing capacity | 49,115 | 27,115 | |
Letters of credit | |||
Floor Plan Payable | |||
Total commitment | 30,000 | 15,000 | |
Less: outstanding letters of credit | (11,500) | (11,732) | |
Additional letters of credit capacity | $ 18,500 | $ 3,268 |
Restructuring and Long-Lived _3
Restructuring and Long-Lived Asset Impairment - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 25 Months Ended | ||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)location | Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($)location | Jun. 30, 2020location | |
2019 Strategic Shift | |||||||||
Closed/divested | location | 1 | ||||||||
2019 Strategic Shift | |||||||||
2019 Strategic Shift | |||||||||
Number of distribution centers closed | location | 3 | ||||||||
Number of distribution centers reopened and repurposed | location | 1 | ||||||||
Restructuring charges | $ 17,362 | $ 4,395 | $ 24,870 | $ 16,513 | |||||
2019 Strategic Shift | Minimum | |||||||||
2019 Strategic Shift | |||||||||
Expected incurred costs | 116,600 | 116,600 | $ 116,600 | $ 116,600 | |||||
Additional costs to be incurred | 10,400 | 10,400 | 10,400 | 10,400 | |||||
2019 Strategic Shift | Maximum | |||||||||
2019 Strategic Shift | |||||||||
Expected incurred costs | 136,600 | 136,600 | 136,600 | 136,600 | |||||
Additional costs to be incurred | 14,400 | 14,400 | 14,400 | 14,400 | |||||
2019 Strategic Shift | One-time termination benefits | |||||||||
2019 Strategic Shift | |||||||||
Restructuring charges | $ 1,008 | $ 231 | |||||||
Expected incurred costs | 1,200 | ||||||||
2019 Strategic Shift | Contract termination | |||||||||
2019 Strategic Shift | |||||||||
Restructuring charges | 1,350 | 1,650 | 10,532 | ||||||
2019 Strategic Shift | Lease termination costs | |||||||||
2019 Strategic Shift | |||||||||
Incurred costs | 13,500 | 13,500 | 13,500 | 13,500 | |||||
2019 Strategic Shift | Lease termination costs | Minimum | |||||||||
2019 Strategic Shift | |||||||||
Expected incurred costs | 18,000 | 18,000 | 18,000 | 18,000 | |||||
2019 Strategic Shift | Lease termination costs | Maximum | |||||||||
2019 Strategic Shift | |||||||||
Expected incurred costs | 34,000 | 34,000 | 34,000 | 34,000 | |||||
2019 Strategic Shift | Incremental inventory reserve charges | |||||||||
2019 Strategic Shift | |||||||||
Expected incurred costs | 57,400 | ||||||||
2019 Strategic Shift | Incremental inventory reserve charges | Costs applicable to revenue | |||||||||
2019 Strategic Shift | |||||||||
Restructuring charges | 15,017 | 15,017 | 543 | ||||||
2019 Strategic Shift | Other associated costs | |||||||||
2019 Strategic Shift | |||||||||
Restructuring charges | 2,345 | 3,689 | 4,321 | 8,422 | 13,788 | 16,835 | |||
Incurred costs | 29,600 | 29,600 | 29,600 | 29,600 | |||||
2019 Strategic Shift | Other associated costs | Minimum | |||||||||
2019 Strategic Shift | |||||||||
Expected incurred costs | 40,000 | 40,000 | 40,000 | 40,000 | |||||
2019 Strategic Shift | Other associated costs | Maximum | |||||||||
2019 Strategic Shift | |||||||||
Expected incurred costs | $ 44,000 | 44,000 | $ 44,000 | $ 44,000 | |||||
2019 Strategic Shift | Other associated costs | Costs applicable to revenue | |||||||||
2019 Strategic Shift | |||||||||
Restructuring charges | $ 0 | $ 400 | |||||||
2019 Strategic Shift | Restructuring costs excluding incremental inventory reserve charges | |||||||||
2019 Strategic Shift | |||||||||
Restructuring charges | $ 6,679 | $ 10,072 | $ 27,598 | ||||||
2019 Strategic Shift | Outdoor Lifestyle Locations | |||||||||
2019 Strategic Shift | |||||||||
Closed/divested | location | 39 | ||||||||
2019 Strategic Shift | Specialty Retail locations | |||||||||
2019 Strategic Shift | |||||||||
Closed/divested | location | 20 |
Restructuring and Long-Lived _4
Restructuring and Long-Lived Asset Impairment - 2019 Strategic Shift Costs (Details) - 2019 Strategic Shift - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Restructuring Costs | ||||||
Charged to expense | $ 17,362 | $ 4,395 | $ 24,870 | $ 16,513 | ||
Gain from derecognition of the operating lease assets and liabilities relating to the terminated leases | $ 1,300 | 200 | $ 6,100 | |||
One-time termination benefits | ||||||
Restructuring Costs | ||||||
Beginning balance | 722 | 722 | ||||
Charged to expense | 1,008 | 231 | ||||
Paid or otherwise settled | (286) | (953) | ||||
Ending balance | 722 | |||||
Contract termination | ||||||
Restructuring Costs | ||||||
Charged to expense | 1,350 | 1,650 | 10,532 | |||
Paid or otherwise settled | (1,350) | (1,650) | (10,532) | |||
Other associated costs | ||||||
Restructuring Costs | ||||||
Beginning balance | 774 | 285 | 285 | |||
Charged to expense | 2,345 | 3,689 | 4,321 | 8,422 | 13,788 | 16,835 |
Paid or otherwise settled | (4,036) | (8,341) | (16,346) | |||
Ending balance | 855 | 285 | 855 | 774 | ||
Restructuring costs excluding incremental inventory reserve charges | ||||||
Restructuring Costs | ||||||
Beginning balance | 774 | 1,007 | 1,007 | |||
Charged to expense | 6,679 | 10,072 | 27,598 | |||
Paid or otherwise settled | (5,672) | (9,991) | (27,831) | |||
Ending balance | 855 | $ 1,007 | 855 | $ 774 | ||
Selling, general, and administrative | One-time termination benefits | ||||||
Restructuring Costs | ||||||
Charged to expense | 231 | |||||
Selling, general, and administrative | Other associated costs | ||||||
Restructuring Costs | ||||||
Charged to expense | 2,300 | 3,700 | 8,400 | 13,400 | ||
Costs applicable to revenue | Incremental inventory reserve charges | ||||||
Restructuring Costs | ||||||
Charged to expense | $ 15,017 | 15,017 | 543 | |||
Costs applicable to revenue | Other associated costs | ||||||
Restructuring Costs | ||||||
Charged to expense | 0 | 400 | ||||
Lease termination charges | Lease termination costs | ||||||
Restructuring Costs | ||||||
Charged to expense | $ 706 | $ 1,431 | $ 1,951 |
Restructuring and Long-Lived _5
Restructuring and Long-Lived Asset Impairment - Long-Lived Asset Impairment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($)location | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($)location | |
Long-lived Asset Impairment | ||||
Number of locations with impaired long-lived assets | location | 7 | 7 | ||
Long-lived asset impairment | $ 316 | $ 4,378 | $ 1,398 | $ 10,947 |
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 | |||
Buildings | ||||
Long-lived Asset Impairment | ||||
Long-lived asset impairment | 1,200 | |||
Operating lease right-of-use assets | ||||
Long-lived Asset Impairment | ||||
Long-lived asset impairment | 4,700 | |||
2019 Strategic Shift | ||||
Long-lived Asset Impairment | ||||
Long-lived asset impairment | $ 300 | $ 1,400 | $ 10,800 | |
2019 Strategic Shift | Buildings | ||||
Long-lived Asset Impairment | ||||
Long-lived asset impairment | 1,200 | |||
2019 Strategic Shift | Operating lease right-of-use assets | ||||
Long-lived Asset Impairment | ||||
Long-lived asset impairment | $ 3,200 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill | |||
Balance (excluding impairment charges) | $ 654,960 | ||
Accumulated impairment charges | (241,837) | ||
Balance | $ 413,123 | ||
Acquisitions | 70,430 | ||
Goodwill impairment | $ 0 | ||
Balance | 483,553 | ||
Good Sam Services and Plans | |||
Goodwill | |||
Balance (excluding impairment charges) | 70,713 | ||
Accumulated impairment charges | (46,884) | ||
Balance | 23,829 | ||
Acquisitions | 0 | ||
Balance | 23,829 | ||
RV and Outdoor Retail | |||
Goodwill | |||
Balance (excluding impairment charges) | 584,247 | ||
Accumulated impairment charges | $ (194,953) | ||
Balance | 389,294 | ||
Acquisitions | 70,430 | ||
Balance | $ 459,724 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Intangible Assets | ||
Cost or Fair Value | $ 52,596 | $ 50,016 |
Accumulated Amortization | (23,017) | (19,894) |
Net | 29,579 | 30,122 |
Good Sam Club services and plans | Membership and customer lists | ||
Intangible Assets | ||
Cost or Fair Value | 9,140 | 9,140 |
Accumulated Amortization | (8,721) | (8,568) |
Net | 419 | 572 |
Good Sam Club services and plans | Websites | ||
Intangible Assets | ||
Cost or Fair Value | 2,500 | |
Accumulated Amortization | (164) | |
Net | 2,336 | |
RV and Outdoor Retail | Customer lists and domain names | ||
Intangible Assets | ||
Cost or Fair Value | 3,476 | 1,696 |
Accumulated Amortization | (2,206) | (85) |
Net | 1,270 | 1,611 |
RV and Outdoor Retail | Supplier Lists | ||
Intangible Assets | ||
Cost or Fair Value | 1,696 | 3,476 |
Accumulated Amortization | (339) | (1,930) |
Net | 1,357 | 1,546 |
RV and Outdoor Retail | Trademarks and trade names | ||
Intangible Assets | ||
Cost or Fair Value | 29,564 | 29,564 |
Accumulated Amortization | (8,362) | (6,681) |
Net | 21,202 | 22,883 |
RV and Outdoor Retail | Websites | ||
Intangible Assets | ||
Cost or Fair Value | 6,220 | 6,140 |
Accumulated Amortization | (3,225) | (2,630) |
Net | $ 2,995 | $ 3,510 |
Long-Term Debt - Outstanding lo
Long-Term Debt - Outstanding long term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Long-Term Debt | ||
Long-term debt | $ 1,087,583 | $ 1,134,849 |
Less: current portion | (12,183) | (12,174) |
Long-term debt, net of current portion | 1,075,400 | 1,122,675 |
New Term Loan Facility | ||
Long-Term Debt | ||
Long-term debt | 1,074,429 | |
Unamortized discount | 12,906 | |
Finance costs | 7,165 | |
Previous Term Loan Facility | ||
Long-Term Debt | ||
Long-term debt | 1,130,356 | |
Unamortized discount | 3,241 | |
Finance costs | 7,944 | |
Real Estate Facilities | ||
Long-Term Debt | ||
Long-term debt | 13,154 | $ 4,493 |
Finance costs | $ 100 |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | Jun. 03, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Long-Term Debt | ||||||
Total outstanding | $ 20,885 | $ 20,885 | $ 20,885 | |||
Payment on secured debt | 174,148 | $ 33,965 | ||||
Overall reduction of outstanding principal | $ 38,600 | |||||
Gain Loss on Debt Restructure Including Restructuring Expenses | 24 | $ 0 | 10,445 | 0 | ||
Debt restructure expense | $ 24 | $ 0 | 9,055 | $ 0 | ||
New Senior Secured Credit Facility | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity, increase in capacity | $ 725,000 | |||||
Amount of EBITDA that can be used to increase credit facility (as a percent) | 100.00% | 100.00% | ||||
New Term Loan Facility | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | $ 1,100,000 | $ 1,100,000 | ||||
Total outstanding | $ 1,074,429 | $ 1,074,429 | ||||
Interest rate (as a percent) | 3.25% | 3.25% | ||||
Principle payment on Term Loan Facility | $ 2,800 | |||||
Debt restructure expense | 9,000 | |||||
New Revolving Credit Facility | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | $ 65,000 | 65,000 | ||||
Previous Term Loan Facility | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | 1,195,000 | |||||
Total outstanding | 1,130,356 | |||||
Principle payment on Term Loan Facility | 3,000 | |||||
Write off of debt discount | 400 | |||||
Write of capitalized finance costs | $ 1,000 | |||||
Previous Revolving Credit Facility | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | 35,000 | |||||
Payment on secured debt | 61,400 | |||||
Line of Credit | New Term Loan Facility | ||||||
Long-Term Debt | ||||||
Prepayment requirement as a percentage of excess cash flow (as a percent) | 50.00% | 50.00% | ||||
Principal payment frequency | quarterly | |||||
Letters of credit | New Revolving Credit Facility | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | $ 25,000 | $ 15,000 | $ 15,000 | |||
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments | 35.00% | 35.00% | ||||
Letters of credit | Previous Revolving Credit Facility | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | $ 15,000 | |||||
Secured Debt | Letters of credit | New Revolving Credit Facility | ||||||
Long-Term Debt | ||||||
The minimum percentage of the aggregate amount of the revolving lenders revolving commitments | 35.00% | 35.00% |
Long-Term Debt - Outstanding am
Long-Term Debt - Outstanding amounts and available borrowings under Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Long-term debt | ||
Total outstanding | $ 20,885 | $ 20,885 |
New Senior Secured Credit Facility | ||
Long-term debt | ||
Less: outstanding letters of credit | (4,900) | (5,900) |
New Term Loan Facility | ||
Long-term debt | ||
Maximum borrowing capacity | 1,100,000 | |
Less: cumulative principal payments | (5,500) | |
Less: unamortized original issue discount | (12,906) | |
Less: finance costs | (7,165) | |
Total outstanding | 1,074,429 | |
Less: current portion | (11,000) | |
Long-term debt, net of current portion | $ 1,063,429 | |
Interest rate (as a percent) | 3.25% | |
New Revolving Credit Facility | ||
Long-term debt | ||
Maximum borrowing capacity | $ 65,000 | |
Less: outstanding letters of credit | (4,930) | |
Additional borrowing capacity | $ 60,070 | |
Previous Term Loan Facility | ||
Long-term debt | ||
Maximum borrowing capacity | 1,195,000 | |
Less: cumulative principal payments | (53,459) | |
Less: unamortized original issue discount | (3,241) | |
Less: finance costs | (7,944) | |
Total outstanding | 1,130,356 | |
Less: current portion | (11,891) | |
Long-term debt, net of current portion | 1,118,465 | |
Previous Revolving Credit Facility | ||
Long-term debt | ||
Maximum borrowing capacity | 35,000 | |
Less: outstanding letters of credit | (5,930) | |
Additional borrowing capacity | $ 29,070 |
Long-Term Debt - Real Estate Fa
Long-Term Debt - Real Estate Facilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 22, 2021 | Dec. 31, 2020 | Nov. 08, 2018 |
Long-term debt | ||||
Revolving line of credit | $ 20,885 | $ 20,885 | ||
Real Estate Facilities | Secured Debt | ||||
Long-term debt | ||||
Additional borrowing capacity | $ 0 | |||
First Real Estate Facility | Secured Debt | ||||
Long-term debt | ||||
Maximum borrowing capacity | $ 21,500 | |||
Interest rate (as a percent) | 2.88% | |||
Revolving line of credit | $ 4,300 | |||
Second Real Estate Facility | Secured Debt | ||||
Long-term debt | ||||
Maximum borrowing capacity | $ 9,000 | |||
Interest rate (as a percent) | 2.88% | |||
Revolving line of credit | $ 8,900 | |||
Previous Term Loan Facility | ||||
Long-term debt | ||||
Maximum borrowing capacity | 1,195,000 | |||
Revolving line of credit | $ 1,130,356 |
Lease Obligations - Lease Costs
Lease Obligations - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease costs | ||||
Operating lease cost | $ 29,116 | $ 30,117 | $ 87,249 | $ 91,134 |
Amortization of finance lease assets | 1,776 | 804 | 3,717 | 1,852 |
Interest on finance lease liabilities | 575 | 422 | 1,638 | 829 |
Short-term lease cost | 478 | 349 | 1,437 | 1,228 |
Variable lease cost | 5,749 | 7,205 | 17,582 | 18,260 |
Sublease income | (467) | (476) | (1,401) | (1,343) |
Net lease costs | $ 37,227 | $ 38,421 | $ 110,222 | $ 111,960 |
Lease Obligations - Financial S
Lease Obligations - Financial Statement Line Items (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Lease Obligations | ||
Finance lease assets | $ 41.4 | $ 29.8 |
Financial Statement Line Items | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Lease Obligations - Supplementa
Lease Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lease Obligations | ||
Operating cash flows for operating leases | $ 87,812 | $ 91,459 |
Operating cash flows for finance leases | 1,588 | 666 |
Financing cash flows for finance leases | 2,188 | 2,030 |
New, remeasured, and terminated operating leases | 55,330 | 21,730 |
New finance leases | $ 15,362 | $ 29,522 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 | 1,074,429 | 1,130,356 |
Level 2 | Carrying Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 20,885 | 20,885 |
Level 2 | Carrying Value | Real Estate Facilities | ||
Fair Value Measurements | ||
Debt instrument | 13,154 | 4,493 |
Level 2 | Fair Value | Term Loan Facility | ||
Fair Value Measurements | ||
Debt instrument | 1,090,341 | 1,132,979 |
Level 2 | Fair Value | Floor Plan Facility | ||
Fair Value Measurements | ||
Debt instrument | 20,885 | 20,791 |
Level 2 | Fair Value | Real Estate Facilities | ||
Fair Value Measurements | ||
Debt instrument | $ 13,201 | $ 4,600 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) $ in Millions | Oct. 08, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 22, 2021lawsuit | Dec. 31, 2020USD ($) | Aug. 06, 2019lawsuit |
Commitments and Contingencies | |||||
Surety bonds outstanding | $ 18.5 | $ 16.1 | |||
Floor Plan Facility | |||||
Commitments and Contingencies | |||||
Letters of Credit Outstanding, Amount | 11.5 | 11.7 | |||
New Senior Secured Credit Facility | |||||
Commitments and Contingencies | |||||
Letters of Credit Outstanding, Amount | 4.9 | $ 5.9 | |||
U S District Court of Delaware Cases | |||||
Commitments and Contingencies | |||||
Number of lawsuits | lawsuit | 2 | ||||
Class Action and the PAGA Action | |||||
Commitments and Contingencies | |||||
Reserve for estimated losses | $ 4 | ||||
Weissmann | |||||
Commitments and Contingencies | |||||
Number of lawsuits | lawsuit | 1 | ||||
Minimum | Weissmann | |||||
Commitments and Contingencies | |||||
Damages sought by plantiff | $ 2.5 |
Statement of Cash Flows (Detail
Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid during the period for: | ||
Interest | $ 44,287 | $ 58,632 |
Income taxes | 88,339 | 25,244 |
Non-cash investing activities: | ||
Leasehold improvements paid by lessor | 91 | 74 |
Vehicles transferred to (from) property and equipment from (to) inventory | 829 | (70) |
Capital expenditures in accounts payable and accrued liabilities | 10,347 | 1,554 |
Non-cash financing activities: | ||
Par value of Class A common stock issued in exchange for common units in CWGS, LLC | 42 | 48 |
Par value of Class A common stock issued for vested restricted stock units | 0 | 3 |
Cost of treasury stock issued for vested restricted stock units | $ 22,917 | $ 0 |
Acquisitions - General Informat
Acquisitions - General Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)location | |
Acquisitions | |
Real properties purchased | $ 61.1 |
Real properties purchased from parties related to the sellers of the dealership businesses | $ 31.4 |
RV Dealership Groups | |
Acquisitions | |
Number of locations acquired | location | 12 |
Payments to acquire assets | $ 99.7 |
Acquisitions - Assets (Liabilit
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Tangible assets (liabilities) acquired (assumed): | |||
Goodwill | $ 483,553 | $ 413,123 | |
Cash paid for acquisitions | 99,749 | $ 0 | |
2021 Acquisitions | |||
Tangible assets (liabilities) acquired (assumed): | |||
Accounts receivable, net | 615 | ||
Inventories, net | 27,386 | ||
Prepaid expenses and other assets | 126 | ||
Property and equipment, net | 1,348 | ||
Operating lease assets | 1,222 | ||
Customer deposits | (1,437) | ||
Accrued liabilities | 1,281 | ||
Current portion of operating lease liabilities | (195) | ||
Operating lease liabilities, net of current portion | (1,027) | ||
Total tangible net assets acquired | 29,319 | ||
Goodwill | 70,430 | ||
Cash paid for acquisitions | 99,749 | ||
Inventory purchases financed via floor plan | (19,537) | ||
Cash payment net of floor plan financing | $ 80,212 | ||
2020 Acquisitions | |||
Tangible assets (liabilities) acquired (assumed): | |||
Accounts receivable, net | 0 | ||
Inventories, net | (125) | ||
Prepaid expenses and other assets | 0 | ||
Property and equipment, net | 0 | ||
Operating lease assets | 0 | ||
Customer deposits | 0 | ||
Accrued liabilities | 0 | ||
Current portion of operating lease liabilities | 0 | ||
Operating lease liabilities, net of current portion | 0 | ||
Total tangible net assets acquired | (125) | ||
Goodwill | 125 | ||
Cash paid for acquisitions | 0 | ||
Inventory purchases financed via floor plan | 0 | ||
Cash payment net of floor plan financing | $ 0 |
Acquisitions - Goodwill, Revenu
Acquisitions - Goodwill, Revenue and Pre-Tax (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Acquisitions | ||
Goodwill for tax purposes | $ 70,400 | $ 0 |
Revenue | 100,600 | |
Pre-tax income (loss) | $ 10,800 |
Income Taxes - Federal Tax purp
Income Taxes - Federal Tax purpose (Details) - USD ($) $ in Thousands | Oct. 06, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Effective tax rate (as a percent) | 12.50% | 13.40% | ||
Valuation allowance on deferred tax assets | $ 14,500 | |||
Current portion of liabilities under tax receivable agreement | 12,330 | $ 8,089 | ||
Increase (decrease) in valuation allowance | $ 4,100 | |||
Common Class A | ||||
Shares issued | 47,264,560 | 43,083,008 | ||
Class A common stock issued in exchange for common units in CWGS, LLC | 4,000,000 | |||
Tax receivable agreement | CWGS, LLC | ||||
Units issued in exchange | 4,181,552 | 110,000 | ||
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 | $ 179,900 | $ 145,900 | ||
Current portion of liabilities under tax receivable agreement | 12,300 | $ 8,100 | ||
Increase in tax receivable agreement liability | 38,500 | |||
Increase Decrease In Deferred Tax Asset Due To Tax Receivable Agreement. | $ 45,300 | |||
CWGS, LLC | ||||
Ownership interest | 100.00% | 100.00% | ||
COVID-19 | ||||
Deferral of non-income-based payroll taxes | $ 29,200 | |||
COVID-19 | other long-term liabilities | ||||
Deferral of non-income-based payroll taxes | $ 14,600 | |||
Federal | ||||
Effective tax rate (as a percent) | 21.00% | |||
CWH | CWGS, LLC | ||||
Ownership interest | 51.30% | 47.40% | ||
Crestview Partners II GP LP | Common Class A | ||||
Class A common stock issued in exchange for common units in CWGS, LLC | 4,000,000 | |||
Crestview Partners II GP LP | CWGS, LLC | ||||
Common units redeemed | 4,000,000 | |||
Number of units redeemed | 4,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Agreement | Andris A. Baltins | |||||
Related party transactions | |||||
Related party expense | $ 0.2 | $ 0.1 | |||
Related Party Agreement | Precise Graphix | |||||
Related party transactions | |||||
Related party expense | $ 0 | $ 0 | 0.3 | ||
Refund received | 0.2 | ||||
FreedomRoads | Lease Agreement | Managers and Officers | |||||
Related party transactions | |||||
Related party expense | 0.6 | 0.5 | 1.6 | 1.5 | |
FreedomRoads | Lease Agreement | Chairman and Chief Executive Officer | |||||
Related party transactions | |||||
Related party expense | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.7 | |
Mr. Lemonis | Precise Graphix | |||||
Related party transactions | |||||
Economic interest (as a percent) | 67.00% |
Stockholder's Equity (Details)
Stockholder's Equity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021USD ($)class$ / sharesshares | Sep. 30, 2020USD ($) | Aug. 03, 2021USD ($) | Oct. 30, 2020USD ($) | |
Stockholders' Equity | ||||
Number of classes of common stock | class | 3 | |||
Shares repurchased (in shares) | shares | 2,209,465 | |||
Payment for share repurchased | $ 86,824 | $ 0 | ||
Weighted average price (per share) | $ / shares | $ 39.30 | |||
Shares reissued from treasury stock | shares | 645,349 | |||
Authorized amount for stock repurchase program | $ 116,700 | $ 100,000 | ||
Additional amount authorized under stock repurchase program | $ 125,000 | |||
Common Class B | ||||
Stockholders' Equity | ||||
Consideration for redemption of shares | $ 0 |
Non-Controlling Interests - Own
Non-Controlling Interests - Ownership In CWGS, LLC (Details) - CWGS, LLC - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Non-Controlling Interests | ||
Units held | 87,479,060 | 89,043,176 |
Ownership interest | 100.00% | 100.00% |
CWH | ||
Non-Controlling Interests | ||
Units held | 44,843,825 | 42,226,389 |
Ownership interest | 51.30% | 47.40% |
Continuing Equity Owners | ||
Non-Controlling Interests | ||
Units held | 42,635,235 | 46,816,787 |
Ownership interest | 48.70% | 52.60% |
Non-Controlling Interests - Cha
Non-Controlling Interests - Changes in Ownership in CWGS, LLC (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Summarizes the effects of change in ownership: | ||||
Net income (loss) attributable to Camping World Holdings, Inc. | $ 79,703 | $ 58,050 | $ 251,213 | $ 107,967 |
Transfers to non-controlling interests: | ||||
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests | $ 81,947 | 77,607 | $ 306,105 | 126,994 |
Common Class A | ||||
Non-Controlling Interests | ||||
Class A common stock issued in exchange for common units in CWGS, LLC | 4 | 4 | ||
Common Class B | ||||
Non-Controlling Interests | ||||
Common units cancelled | 4 | |||
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 | $ (592) | (1,767) | $ (1,861) | (1,872) |
(Decrease) increase in additional paid-in capital as a result of the vesting of restricted stock units | (16,376) | 481 | (19,241) | 553 |
Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs | (411) | (958) | (467) | (1,517) |
Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock | $ 19,623 | 41,750 | ||
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC | $ 21,801 | $ 34,711 | $ 21,863 | |
Crestview Partners II GP LP | Common Class A | ||||
Non-Controlling Interests | ||||
Class A common stock issued in exchange for common units in CWGS, LLC | 4 | 4 | ||
Crestview Partners II GP LP | CWGS, LLC | ||||
Non-Controlling Interests | ||||
Common units redeemed | 4 |
Equity-based Compensation Pla_3
Equity-based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity-based compensation expense: | ||||
Equity based compensation expense | $ 6,913 | $ 6,201 | $ 19,069 | $ 13,695 |
Costs applicable to revenue | ||||
Equity-based compensation expense: | ||||
Equity based compensation expense | 252 | 292 | 575 | 639 |
Selling, general, and administrative | ||||
Equity-based compensation expense: | ||||
Equity based compensation expense | $ 6,661 | $ 5,909 | $ 18,494 | $ 13,056 |
Equity-based Compensation Pla_4
Equity-based Compensation Plans - Stock Options (Details) - Stock options - shares shares in Thousands | 9 Months Ended |
Sep. 30, 2021 | |
Stock Options | |
Outstanding at December 31, 2020 (in shares) | 470 |
Exercised (in shares) | (173) |
Forfeited (in shares) | (7) |
Outstanding at September 30, 2021 (in shares) | 290 |
Options exercisable at September 30, 2021 (in shares) | 290 |
Equity-based Compensation Pla_5
Equity-based Compensation Plans - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | Oct. 25, 2021 | Sep. 30, 2021 |
Restricted Stock Units | ||
Outstanding at December 31, 2020 (in shares) | 3,392,000 | |
Granted (in shares) | 386,471 | |
Vested (in shares) | (658,000) | |
Forfeited (in shares) | (165,000) | |
Outstanding at September 30, 2021 (shares) | 2,955,000 | |
Grant date fair value (in dollars) | $ 13.9 | |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value (per share) | $ 35.95 | |
Employees | ||
Restricted Stock Units | ||
Granted (in shares) | 100,000 | |
Grant date fair value (in dollars) | $ 3.2 | |
Vesting period | 5 years | |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value (per share) | $ 31.65 | |
Employees | Minimum | ||
Restricted Stock Units | ||
Vesting period | 4 years | |
Employees | Maximum | ||
Restricted Stock Units | ||
Vesting period | 5 years | |
Non-employee Directors | ||
Restricted Stock Units | ||
Vesting period | 1 year |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net income | $ 189,308 | $ 246,076 | $ 147,425 | $ 154,784 | $ 163,222 | $ (14,129) | $ 582,809 | $ 303,877 |
Less: net income attributable to non-controlling interests | (109,605) | (96,734) | (331,596) | (195,910) | ||||
Net income attributable to Camping World Holdings, Inc. - basic | 79,703 | 58,050 | 251,213 | 107,967 | ||||
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs | 1,226 | 794 | 3,793 | |||||
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 | 140,811 | |||||||
Net income attributable to Camping World Holdings, Inc. - diluted | $ 80,929 | $ 58,844 | $ 255,006 | $ 248,778 | ||||
Denominator: | ||||||||
Weighted-average shares of Class A common stock outstanding - basic | 45,628,000 | 39,880,000 | 45,072,000 | 38,356,000 | ||||
Dilutive options to purchase Class A common stock | 138,000 | 191,000 | 157,000 | 64,000 | ||||
Dilutive restricted stock units | 1,256,000 | 801,000 | 1,204,000 | 508,000 | ||||
Dilutive common units of CWGS, LLC that are convertible into Class A common stock | 50,954,000 | |||||||
Weighted-average shares of Class A common stock outstanding - diluted | 47,022,000 | 40,872,000 | 46,433,000 | 89,882,000 | ||||
Earnings per share of Class A common stock - basic | $ 1.75 | $ 1.46 | $ 5.57 | $ 2.81 | ||||
Earnings per share of Class A common stock - diluted | $ 1.72 | $ 1.44 | $ 5.49 | $ 2.77 | ||||
Stock Option | ||||||||
Denominator: | ||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 483 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Denominator: | ||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 10 | 1,761 | 9 | 1,028 | ||||
Common Units | ||||||||
Denominator: | ||||||||
Antidilutive securities excluded from the computation of diluted earnings per share | 42,635 | 49,609 | 43,731 |
Segments Information - General
Segments Information - General Information (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segments Information | |
Number of reportable segments | 2 |
Segments Information - Revenue
Segments Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segments Information | ||||
Revenue | $ 1,916,574 | $ 1,678,753 | $ 5,536,162 | $ 4,312,771 |
Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (7,090) | (6,306) | (21,918) | (18,066) |
Good Sam Services and Plans | ||||
Segments Information | ||||
Revenue | 46,581 | 45,941 | 134,354 | 137,668 |
Good Sam Services and Plans | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (51) | (72) | (145) | (1,729) |
New vehicles | ||||
Segments Information | ||||
Revenue | 864,303 | 907,588 | 2,745,057 | 2,303,080 |
New vehicles | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (1,583) | (1,813) | (5,586) | (4,962) |
Used vehicles | ||||
Segments Information | ||||
Revenue | 519,550 | 298,651 | 1,273,944 | 780,226 |
Used vehicles | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (1,015) | (709) | (2,867) | (2,066) |
Products, service and other | ||||
Segments Information | ||||
Revenue | 305,882 | 276,622 | 862,706 | 680,417 |
Products, service and other | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (359) | (400) | (1,252) | (1,129) |
Finance and insurance, net | ||||
Segments Information | ||||
Revenue | 167,779 | 138,779 | 483,718 | 378,553 |
Finance and insurance, net | Intersegment Eliminations | ||||
Segments Information | ||||
Revenue | (4,082) | (3,312) | (12,068) | (8,180) |
Good Sam Club | ||||
Segments Information | ||||
Revenue | 12,479 | 11,172 | 36,383 | 32,827 |
Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Revenue | 46,632 | 46,013 | 134,499 | 139,397 |
Good Sam Services and Plans | Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Revenue | 46,632 | 46,013 | 134,499 | 139,397 |
RV and Outdoor Retail | ||||
Segments Information | ||||
Revenue | 1,869,993 | 1,632,812 | 5,401,808 | 4,175,103 |
RV and Outdoor Retail | Operating Segments | ||||
Segments Information | ||||
Revenue | 1,877,032 | 1,639,046 | 5,423,581 | 4,191,440 |
RV and Outdoor Retail | New vehicles | ||||
Segments Information | ||||
Revenue | 864,303 | 907,588 | 2,745,057 | 2,303,080 |
RV and Outdoor Retail | New vehicles | Operating Segments | ||||
Segments Information | ||||
Revenue | 865,886 | 909,401 | 2,750,643 | 2,308,042 |
RV and Outdoor Retail | Used vehicles | ||||
Segments Information | ||||
Revenue | 519,550 | 298,651 | 1,273,944 | 780,226 |
RV and Outdoor Retail | Used vehicles | Operating Segments | ||||
Segments Information | ||||
Revenue | 520,565 | 299,360 | 1,276,811 | 782,292 |
RV and Outdoor Retail | Products, service and other | ||||
Segments Information | ||||
Revenue | 305,882 | 276,622 | 862,706 | 680,417 |
RV and Outdoor Retail | Products, service and other | Operating Segments | ||||
Segments Information | ||||
Revenue | 306,241 | 277,022 | 863,958 | 681,546 |
RV and Outdoor Retail | Finance and insurance, net | ||||
Segments Information | ||||
Revenue | 167,779 | 138,779 | 483,718 | 378,553 |
RV and Outdoor Retail | Finance and insurance, net | Operating Segments | ||||
Segments Information | ||||
Revenue | 171,861 | 142,091 | 495,786 | 386,733 |
RV and Outdoor Retail | Good Sam Club | ||||
Segments Information | ||||
Revenue | 12,479 | 11,172 | 36,383 | 32,827 |
RV and Outdoor Retail | Good Sam Club | Operating Segments | ||||
Segments Information | ||||
Revenue | $ 12,479 | $ 11,172 | $ 36,383 | $ 32,827 |
Segments Information - Segment
Segments Information - Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segments Information | ||||
Total segment income | $ 242,674 | $ 193,093 | $ 716,203 | $ 409,698 |
Depreciation and amortization | (23,552) | (12,304) | (49,297) | (38,949) |
Other interest expense, net | (11,250) | (12,896) | (35,262) | (42,101) |
Tax Receivable Agreement liability adjustment | 0 | 0 | (3,520) | 0 |
Loss and expense on debt restructure | (24) | 0 | (10,445) | 0 |
Other expense, net | (122) | 0 | (77) | 0 |
Income before income taxes | 228,177 | 177,182 | 666,068 | 350,880 |
Operating Segments | ||||
Segments Information | ||||
Total segment income | 265,792 | 204,665 | 771,826 | 439,107 |
Depreciation and amortization | (23,552) | (12,304) | (49,297) | (38,949) |
Other interest expense, net | (1,933) | (2,147) | (5,642) | (6,121) |
Corporate, Non-Segment | ||||
Segments Information | ||||
Total segment income | (2,667) | (2,283) | (7,157) | (7,177) |
Other interest expense, net | (9,317) | (10,749) | (29,620) | (35,980) |
Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Total segment income | 18,030 | 22,390 | 62,415 | 68,321 |
Depreciation and amortization | (723) | (868) | (2,292) | (2,392) |
Other interest expense, net | 1 | (2) | 1 | (2) |
RV and Outdoor Retail | Operating Segments | ||||
Segments Information | ||||
Total segment income | 247,762 | 182,275 | 709,411 | 370,786 |
Depreciation and amortization | (22,829) | (11,436) | (47,005) | (36,557) |
Other interest expense, net | $ (1,934) | $ (2,145) | $ (5,643) | $ (6,119) |
Segments Information - Deprecia
Segments Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segments Information | ||||
Depreciation and amortization | $ 23,552 | $ 12,304 | $ 49,297 | $ 38,949 |
Operating Segments | ||||
Segments Information | ||||
Depreciation and amortization | 23,552 | 12,304 | 49,297 | 38,949 |
Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Depreciation and amortization | 723 | 868 | 2,292 | 2,392 |
RV and Outdoor Retail | Operating Segments | ||||
Segments Information | ||||
Depreciation and amortization | $ 22,829 | $ 11,436 | $ 47,005 | $ 36,557 |
Segments Information - Other In
Segments Information - Other Interest Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segments Information | ||||
Other interest expense, net | $ 11,250 | $ 12,896 | $ 35,262 | $ 42,101 |
Operating Segments | ||||
Segments Information | ||||
Other interest expense, net | 1,933 | 2,147 | 5,642 | 6,121 |
Corporate, Non-Segment | ||||
Segments Information | ||||
Other interest expense, net | 9,317 | 10,749 | 29,620 | 35,980 |
Good Sam Services and Plans | Operating Segments | ||||
Segments Information | ||||
Other interest expense, net | (1) | 2 | (1) | 2 |
RV and Outdoor Retail | Operating Segments | ||||
Segments Information | ||||
Other interest expense, net | $ 1,934 | $ 2,145 | $ 5,643 | $ 6,119 |
Segments Information - Assets (
Segments Information - Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segments Information | ||
Assets | $ 3,786,591 | $ 3,256,431 |
Operating Segments | ||
Segments Information | ||
Assets | 3,491,404 | 3,022,462 |
Corporate, Non-Segment | ||
Segments Information | ||
Assets | 295,187 | 233,969 |
Good Sam Services and Plans | Operating Segments | ||
Segments Information | ||
Assets | 96,951 | 140,825 |
RV and Outdoor Retail | Operating Segments | ||
Segments Information | ||
Assets | $ 3,394,453 | $ 2,881,637 |