CAMPING WORLD HOLDINGS, INC., 10-Q filed on 11/7/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2018
Nov. 05, 2018
Entity Registrant Name Camping World Holdings, Inc.  
Entity Central Index Key 0001669779  
Document Type 10-Q  
Document Period End Date Sep. 30, 2018  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Filer Category Large Accelerated Filer  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q3  
Entity Small Business false  
Entity Emerging Growth Company false  
Class A common stock    
Entity Common Stock, Shares Outstanding   37,080,756
Class B common stock    
Entity Common Stock, Shares Outstanding   50,706,629
Class C common stock    
Entity Common Stock, Shares Outstanding   1
v3.10.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Current assets:    
Cash and cash equivalents $ 125,366 $ 224,163
Contracts in transit 86,733 46,227
Accounts receivable, net 100,071 79,881
Inventories 1,495,041 1,415,915
Prepaid expenses and other assets 36,637 32,721
Total current assets 1,843,848 1,798,907
Property and equipment, net 391,579 198,022
Deferred tax assets, net 145,751 155,551
Intangible assets, net 36,410 38,707
Goodwill 389,087 348,387
Other assets 20,423 21,903
Total assets 2,827,098 2,561,477
Current liabilities:    
Accounts payable 224,965 125,616
Accrued liabilities 143,792 101,929
Deferred revenues and gains 92,391 77,669
Current portion of capital lease obligations 207 844
Current portion of Tax Receivable Agreement liability 10,404 8,093
Current portion of long-term debt 11,991 9,465
Notes payable - floor plan, net 734,038 974,043
Other current liabilities 31,520 22,510
Total current liabilities 1,249,308 1,320,169
Capital lease obligations, net of current portion   23
Right to use liability 10,074 10,193
Tax Receivable Agreement liability, net of current portion 123,285 129,596
Revolving line of credit 24,403  
Long-term debt, net of current portion 1,149,398 907,437
Deferred revenues and gains 69,223 64,061
Other long-term liabilities 62,855 39,161
Total liabilities 2,688,546 2,470,640
Commitments and contingencies
Stockholders' equity:    
Preferred stock, par value $0.01 per share - 20,000,000 shares authorized; none issued and outstanding as of September 30, 2018 and December 31, 2017
Additional paid-in capital 50,170 49,941
Retained earnings 35,730 6,192
Total stockholders' equity attributable to Camping World Holdings, Inc. 86,276 56,505
Non-controlling interests 52,276 34,332
Total stockholders' equity 138,552 90,837
Total liabilities and stockholders' equity 2,827,098 2,561,477
Class A common stock    
Stockholders' equity:    
Common stock 371 367
Total stockholders' equity 371 367
Class B common stock    
Stockholders' equity:    
Common stock 5 5
Total stockholders' equity $ 5 $ 5
v3.10.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2018
Dec. 31, 2017
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
Class A common stock    
Stockholders' equity (deficit)    
Common stock, par value $ 0.01 $ 0.01
Common stock, authorized 250,000,000 250,000,000
Common stock, issued 37,069,230 36,758,233
Common stock, outstanding 37,056,971 36,749,072
Class B common stock    
Stockholders' equity (deficit)    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, authorized 75,000,000 75,000,000
Common stock, issued 69,066,445 69,066,445
Common stock, outstanding 50,706,629 50,836,629
Class C common stock    
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
v3.10.0.1
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Revenue:        
Total revenue $ 1,312,727 $ 1,235,602 $ 3,819,469 $ 3,396,263
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):        
Total costs applicable to revenue 936,473 880,387 2,722,275 2,416,539
Operating expenses:        
Selling, general, and administrative 278,329 236,174 807,738 640,108
Debt restructure expense     380  
Depreciation and amortization 13,179 8,382 34,207 22,819
Loss (gain) on sale of assets 843 (5) 987 (292)
Total operating expenses 292,351 244,551 843,312 662,635
Income from operations 83,903 110,664 253,882 317,089
Other income (expense):        
Floor plan interest expense (7,815) (7,414) (28,760) (19,303)
Other interest expense, net (16,794) (11,012) (45,740) (30,973)
Loss on debt restructure     (1,676)  
Tax Receivable Agreement liability adjustment   (96)   (79)
Total other income (expense) (24,609) (18,522) (76,176) (50,355)
Income before income taxes 59,294 92,142 177,706 266,734
Income tax expense (11,385) (8,390) (30,706) (28,266)
Net income 47,909 83,752 147,000 238,468
Less: net income attributable to non-controlling interests (33,893) (64,163) (101,772) (192,013)
Net income attributable to Camping World Holdings, Inc. $ 14,016 $ 19,589 $ 45,228 $ 46,455
Weighted average shares of Class A common stock outstanding:        
Dividends declared per share $ 0.1532 $ 0.1532 $ 0.4596 $ 0.4596
Class A common stock        
Other income (expense):        
Net income $ 47,909 $ 83,752 $ 147,000 $ 238,468
Less: net income attributable to non-controlling interests $ (33,893) $ (64,163) $ (101,772) $ (192,013)
Earnings per share of Class A common stock:        
Basic $ 0.38 $ 0.66 $ 1.22 $ 1.95
Diluted $ 0.38 $ 0.66 $ 1.20 $ 1.91
Weighted average shares of Class A common stock outstanding:        
Basic 37,018 29,522 36,933 23,854
Diluted 37,055 29,522 88,891 85,947
New vehicles        
Revenue:        
Total revenue $ 697,317 $ 713,362 $ 2,084,346 $ 1,977,472
Used vehicles        
Revenue:        
Total revenue 197,757 187,463 580,494 528,897
Dealership parts, services and other        
Revenue:        
Total revenue 71,607 66,847 210,024 185,586
Finance and insurance, net        
Revenue:        
Total revenue 109,459 100,858 325,368 267,207
Consumer Services and Plans        
Revenue:        
Total revenue 52,044 46,169 158,600 144,518
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):        
Total costs applicable to revenue 21,499 20,085 65,056 61,792
Dealership | New vehicles        
Revenue:        
Total revenue 697,317 713,362 2,084,346 1,977,472
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):        
Total costs applicable to revenue 609,244 611,361 1,810,822 1,692,432
Dealership | Used vehicles        
Revenue:        
Total revenue 197,757 187,463 580,494 528,897
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):        
Total costs applicable to revenue 152,562 140,111 449,361 396,939
Dealership | Dealership parts, services and other        
Revenue:        
Total revenue 71,607 66,847 210,024 185,586
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):        
Total costs applicable to revenue 36,504 34,923 104,372 96,237
Dealership | Finance and insurance, net        
Revenue:        
Total revenue 109,459 100,858 325,368 267,207
Retail        
Revenue:        
Total revenue 184,543 120,903 460,637 292,583
Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):        
Total costs applicable to revenue $ 116,664 $ 73,907 $ 292,664 $ 169,139
v3.10.0.1
Condensed Consolidated Statement of Stockholders' Equity - USD ($)
$ in Thousands
Additional Paid-in Capital
Retained Earnings (Deficit)
Non-controlling Interest
Class A common stock
Class B common stock
Class C common stock
Total
Increase (Decrease) in Members' Equity (Deficit)              
Adoption of accounting standard (see Note 1 - Summary of Significant Accounting Policies) | ASU 2014-09   $ 1,310 $ 2,476       $ 3,786
Balance at Dec. 31, 2017 $ 49,941 6,192 34,332 $ 367 $ 5   90,837
Balance (in shares) at Dec. 31, 2017       36,749,072 50,836,629 1  
Increase (Decrease) in Members' Equity (Deficit)              
Equity-based compensation 10,535           10,535
Exercise of stock options 149           149
Exercise of stock options (in shares)       7,000      
Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options (86)   86        
Vesting of restricted stock units 73   (74) $ 1      
Vesting of restricted stock units (in shares)       89,000      
Repurchases of Class A common stock for withholding taxes on vested RSUs (62)           (62)
Repurchases of Class A common stock for withholding taxes on vested RSUs (in shares)       (3,000)      
Disgorgement of short-swing profits by Section 16 officer 557           557
Redemption of LLC common units for Class A common stock 4,332   (153) $ 3     4,182
Redemption of LLC common units for Class A common stock (in shares)       215,000 (130,000)    
Distributions to holders of LLC common units     (98,347)       (98,347)
Dividends   (17,000)         (17,000)
Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability (3,085)           (3,085)
Non-controlling interest adjustment (12,184)   12,184        
Net income   45,228 101,772 $ 147,000     147,000
Balance at Sep. 30, 2018 $ 50,170 $ 35,730 $ 52,276 $ 371 $ 5   $ 138,552
Balance (in shares) at Sep. 30, 2018       37,056,971 50,706,629 1  
v3.10.0.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Operating activities    
Net income $ 147,000 $ 238,468
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 34,207 22,819
Equity-based compensation 10,535 2,792
Loss on debt restructure 1,676  
Loss (gain) on sale of assets 987 (292)
Provision for (recovery of) losses on accounts receivable 1,957 (23)
Accretion of original debt issuance discount 764 706
Amortization of deferred financing costs 4,655 3,210
Deferred income taxes 7,300 3,275
Tax Receivable Agreement liability adjustment   79
Change in assets and liabilities, net of acquisitions:    
Receivables and contracts in transit (56,321) (64,211)
Inventories (37,364) (150,741)
Prepaid expenses and other assets 230 (6,381)
Checks in excess of bank balance 4,512  
Accounts payable and other accrued expenses 117,971 97,229
Payment pursuant to tax receivable agreement (8,100) (203)
Accrued rent for cease-use locations (622) (91)
Deferred revenue and gains 17,288 16,485
Other, net 4,383 10,231
Net cash provided by operating activities 251,058 173,352
Investing activities    
Purchases of property and equipment (105,408) (45,968)
Purchase of real property (100,073) (16,820)
Proceeds from the sale of real property   6,000
Purchases of businesses, net of cash acquired (82,195) (345,140)
Proceeds from sale of property and equipment 892 603
Net cash used in investing activities (286,784) (401,325)
Financing activities    
Proceeds from long-term debt 319,913 94,762
Payments on long-term debt (76,709) (5,550)
Net (payments) borrowings on notes payable - floor plan, net (212,080) 205,453
Borrowings on revolving line of credit 24,403  
Payments of principal on capital lease obligations (660) (950)
Payments of principal on right to use liability (119) (112)
Payment of debt issuance costs (3,120) (1,176)
Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts, commissions and offering expenses   121,445
Dividends on Class A common stock (17,000) (11,874)
Proceeds from exercise of stock options 153  
RSU shares withheld for tax (62)  
Disgorgement of short-swing profits by Section 16 officer 557  
Members' distributions (98,347) (124,996)
Net cash (used in) provided by financing activities (63,071) 277,002
(Decrease) increase in cash (98,797) 49,029
Cash at beginning of the period 224,163 114,196
Cash at end of period $ 125,366 $ 163,225
v3.10.0.1
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2018
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”), 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 Securities and Exchange Commission (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 significant 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, 2018 are unaudited. The condensed consolidated balance sheet as of December 31, 2017 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, 2017 (the “Annual Report”) filed with the SEC on March 13, 2018. Operating results for the 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 initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“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 (the “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. Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of September 30, 2018, CWH owned 41.8%  of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.

The Company does not have any components of other comprehensive income recorded within its consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements.

Description of the Business

CWGS, LLC is a holding company and operates through its subsidiaries. The Company realigned the structure of its internal organization during the three months ended September 30, 2018 in a manner that caused the composition of its reportable segments to change to the following three segments: (i) Consumer Services and Plans, (ii) Dealership, and (iii) Retail. The Company reportable segment financial information has been recasted to reflect the updated reportable segment structure for all periods presented. See Note 18 to Consolidated Financial Statements for further information about the Company’s segments. The Company provides consumer services and plans offerings under its Good Sam brand, its Dealership offerings under its Camping World brand, and its Retail products primarily under the Camping World and Gander Outdoors brands. Within the Consumer Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Dealership segment, the Company primarily derives revenue from the sale of new and used recreational vehicles (“RV’s”), sale of RV parts, services and other, and commissions on the related finance and insurance contracts. Within the Retail segment, the Company primarily derives revenue from the sale of the following: products, parts, accessories, supplies and service for RVs, and equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities. As noted above, both the Dealership and Retail segments derive revenue from the sale of parts, services and other revenues since certain retail locations without associated dealerships have the capability to perform RV repair and maintenance services. Additionally, certain RV parts and accessories can be sold to customers at a dealership or retail location. The revenues and related costs of revenues for these parts and services are recorded in the segment that enters into the transaction with the customer, either Dealership or Retail. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and outdoor enthusiasts.

At September 30, 2018, the Company operated 227 retail locations, of which 136 locations sold new and used RVs and offered RV financing and insurance; 129 locations offered RV products, parts and services; 55 Gander Outdoors locations offered outdoor products and services; one Overton’s location offered marine and watersports products; two TheHouse.com locations offered skiing, snowboarding, bicycling, and skateboarding products; two W82 locations offered skiing, snowboarding, and skateboarding products; and six Uncle Dan’s locations offered outdoor products and services. In addition, on January 30, 2018 the Company acquired certain assets of EARTH SPORTS LLC, dba Erehwon Mountain Outfitter (“Erehwon”), a leading Midwest specialty retailer of outdoor gear and apparel with four retail locations. On April 19, 2018 the Company acquired Rock Creek Outfitters (“Rock Creek”), a specialty outdoor retailer of outdoor gear for kayaking, rock climbing, camping and hiking with seven retail locations. In the first nine months of 2018, the Company converted three RV products, parts and services locations from the Camping World nameplate to the Gander nameplate (Bowling Green, Kentucky, Madison, Wisconsin and Roanoke, Virginia), converted one RV products, parts and services location from a Camping World nameplate to an Overton’s nameplate (Rogers, Minnesota), closed two RV products, parts and services locations from the Camping World nameplate (Winter Garden, FL; and Cleburne, TX), closed two Overton’s locations (Greenville, North Carolina and Raleigh, North Carolina), closed one Gander Outdoors location (Florence, Alabama), and acquired a dealership in Worthing, South Dakota and subsequently merged the operations of the acquired dealership into our existing dealership within the same market.

Use of Estimates

The preparation of these unaudited 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 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 unaudited condensed consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long lived assets, program cancellation reserves, and accruals related to self-insurance programs, estimated tax liabilities and other liabilities.

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2014-09, which are effective upon the adoption of ASU 2014-09. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The Company adopted the amendments of this ASU on January 1, 2018, and the adoption did not materially impact its consolidated financial statements or results of operations (see Note 2 — Revenue for further details).

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). This ASU addresses several specific cash flow issues with the objective of reducing the diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted the amendments of this ASU on January 1, 2018, and the adoption did not materially impact its consolidated financial statements or results of operations.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2016-02, which are effective upon the adoption of ASU 2016-02. The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. In July 2018, the FASB made targeted improvements to the standard, including providing an additional and optional transition method. Under this method, an entity initially applies the standard at the adoption date, including the election of certain transition reliefs, and recognizes a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is executing against its project plan, which includes implementing a software solution, designing and implementing new controls, evaluating new disclosure requirements, and finalizing accounting policies and practical expedients. The Company is in the process of evaluating the impact that the adoption will have on its consolidated balance sheet and statement of income. However, the Company expects that the adoption of the provisions of this ASU will have a significant impact on its consolidated balance sheet by reporting a right-to-use lease asset and corresponding lease obligation, as currently most of its real estate is leased via operating leases.

In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) (“ASU 2018-13”). This standard eliminates, amends, and adds disclosure requirements for fair value measurements. The amended and new disclosure requirements primarily relate to Level 3 fair value measurements. The standard will be effective for fiscal years beginning after December 15, 2019. The removal and amendment of certain disclosures may be early adopted with retrospective application while the new disclosure requirements are to be applied prospectively. The Company plans to early adopt this standard as of October 1, 2018. The Company currently does not expect this ASU, which relates only to disclosures, to have a material impact to the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). This standard aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service arrangement (i.e., hosting arrangement) with the guidance on capitalizing costs in ASC 350-40,  Internal-Use Software. The ASU permits either a prospective or retrospective transition approach. The standard will be effective for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

Immaterial Corrections

Certain immaterial corrections have been made to the statements of cash flows, which reduced net cash provided by operating activities and decreased net cash used in investing activities by $3.8 million for the nine months ended September 30, 2017. As part of these immaterial corrections, the Company increased the Accounts Payable and Other Accrued Expenses line item and decreased the Other, Net line item within cash provided by operating activities for the nine months ended September 30, 2017. These corrections had no impact on the previously-reported consolidated balance sheets, statements of operations, or statements of stockholders' equity.

v3.10.0.1
Revenue
9 Months Ended
Sep. 30, 2018
Revenue  
Revenue

2. Revenue

Adoption of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers

On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under ASC 605.

The following table details the cumulative effect of the changes made to the consolidated January 1, 2018 balance sheet for the adoption of ASC 606 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

 

Adjustments

 

Balance at

 

 

December 31,

 

Due to

 

January 1,

 

   

2017

    

ASU 2014-09

    

2018

Assets

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

79,881

 

$

6,130

 

$

86,011

Inventories

 

 

1,415,915

 

 

(5,142)

 

 

1,410,773

Prepaid expenses and other assets

 

 

32,721

 

 

4,508

 

 

37,229

Deferred tax assets, net

 

 

155,551

 

 

(303)

 

 

155,248

Liabilities

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

101,929

 

 

1,021

 

 

102,950

Deferred revenues and gains, current

 

 

77,669

 

 

857

 

 

78,526

Deferred revenues and gains, non-current

 

 

64,061

 

 

(471)

 

 

63,590

Equity

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

6,192

 

 

1,310

 

 

7,502

Non-controlling interests

 

 

34,332

 

 

2,476

 

 

36,808

 

The adjustments above related primarily to i) the deferral of sales commissions expenses relating to multiyear consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues, ii) adjustment of recognition period of RV service revenue from point-in-time to over time, iii) adjustment of capitalized direct-response advertising to expense when the advertising is mailed instead of over the expected benefit period, iv) reclassification of estimated product returns from inventory to prepaid expenses and other assets, v) reclassification of expected refunds previously included in deferred revenues and gains to accrued liabilities, and vi) reclassification and adjustment of the point obligation for the Coast to Coast service from accrued liabilities to deferred revenues and gains.

The following table details the impact of the adoption of ASC 606 on the consolidated balance sheet as of September 30, 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

 

As

 

Balances Without

 

Effect of Change

 

   

Reported

    

Adoption of ASC 606

    

Higher/(Lower)

Assets

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

100,071

 

$

93,456

 

$

6,615

Inventories

 

 

1,495,041

 

 

1,501,772

 

 

(6,731)

Prepaid expenses and other assets

 

 

36,637

 

 

29,623

 

 

7,014

Deferred tax assets, net

 

 

145,751

 

 

146,054

 

 

(303)

Liabilities

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

143,792

 

 

142,640

 

 

1,152

Deferred revenues and gains, current

 

 

92,391

 

 

91,440

 

 

951

Deferred revenues and gains, non-current

 

 

69,223

 

 

69,880

 

 

(657)

Equity

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

35,730

 

 

33,945

 

 

1,785

Non-controlling interests

 

 

52,276

 

 

48,912

 

 

3,364

 

The following table details the impact of the adoption of ASC 606 on the consolidated statement of operations for the three and nine months ended September 30, 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2018

 

Nine Months Ended September 30, 2018

 

 

 

 

Balances Without

 

Effect of

 

 

 

Balances Without

 

Effect of

 

   

As Reported

    

Adoption of ASC 606

    

Change Higher/(Lower)

   

As Reported

    

Adoption of ASC 606

    

Change Higher/(Lower)

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

52,044

 

$

52,046

 

$

(2)

 

$

158,600

 

$

158,637

 

$

(37)

Dealership parts, services and other

 

 

71,607

 

 

70,942

 

 

665

 

 

210,024

 

 

209,634

 

 

390

Retail

 

 

184,543

 

 

184,562

 

 

(19)

 

 

460,637

 

 

460,512

 

 

125

Costs applicable to revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

 

21,499

 

 

21,643

 

 

(144)

 

 

65,056

 

 

65,360

 

 

(304)

Dealership parts, services and other

 

 

36,504

 

 

36,209

 

 

295

 

 

104,372

 

 

104,219

 

 

153

Retail

 

 

116,664

 

 

116,655

 

 

 9

 

 

292,664

 

 

292,595

 

 

69

Operating and income tax expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

278,329

 

 

278,928

 

 

(599)

 

 

807,738

 

 

808,701

 

 

(963)

Income tax expense

 

 

11,385

 

 

11,271

 

 

114

 

 

30,706

 

 

30,546

 

 

160

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

47,909

 

 

46,940

 

 

969

 

 

147,000

 

 

145,637

 

 

1,363

Less: net income attributable to non-controlling interests

 

 

(33,893)

 

 

(33,262)

 

 

(631)

 

 

(101,772)

 

 

(100,884)

 

 

(888)

Net income attributable to Camping World Holdings, Inc.

 

 

14,016

 

 

13,678

 

 

338

 

 

45,228

 

 

44,753

 

 

475

 

For the three and nine months ended September 30, 2018, basic earnings per share of Class A common stock would have been $0.37 and $1.21 per share, respectively, without the adoption of ASC 606 compared to the as-reported amount of $0.38 and $1.22 per share, respectively. For the three and nine months ended September 30, 2018, diluted earnings per share of Class A common stock would have been $0.37 and $1.20 per share, respectively, without the adoption of ASC 606 compared to the as-reported amount of $0.38 and $1.20 per share, respectively.

Revenue Recognition

Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company presents disaggregated revenue on its consolidated statements of operations.

Consumer Services and Plans revenue consists of revenue from club memberships, publications, consumer shows, and marketing and royalty fees from various consumer services and plans. Certain Consumer Services and Plans revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18 year period is used, which is the actuarially determined estimated fulfillment period. Roadside Assistance (“RA”) revenues are deferred and recognized over the contractual life of the membership. RA claim expenses are recognized when incurred.

Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Company’s co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders.

Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged.

Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed.

Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery.

Revenue and related expenses for consumer shows are recognized when the show occurs.

Dealership revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer. Revenue from Dealership parts, services and other products sales is recognized over time as work is completed, and when parts are delivered to our customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, and selling insurance and service contracts, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. These proceeds are recorded as variable consideration, net of estimated chargebacks.

Retail revenue consists of sales of products, parts and services and other products, including RV accessories and supplies, and camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. Revenue from products, parts, and services sales is recognized over time as work is completed, and when parts are delivered to our customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. E-commerce sales are recognized when the product is shipped.

Finance and insurance revenue is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, and selling insurance and service contracts, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. These proceeds are recorded as variable consideration, net of estimated chargebacks.

The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers or using the adjusted market assessment approach.

As of September 30, 2018 and January 1, 2018, a contract asset of $6.8 million and $6.3 million, respectively, relating to RV service revenues was included in accounts receivable in the accompanying unaudited condensed consolidated balance sheet. As of September 30, 2018 and January 1, 2018, the Company had capitalized costs to acquire a contract, consisting of sale commissions, of $5.8 million and $4.4 million, respectively.

Deferred Revenues

The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities. The increase in the deferred revenue balance for the nine months ended September 30, 2018 was primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations, partially offset by $64.8 million of revenues recognized that were included in the deferred revenue balance at the beginning of the period.

As of September 30, 2018, the Company has unsatisfied performance obligations relating to multiyear plans for its Good Sam Club, RA, Coast to Coast memberships, and magazine publication revenue streams. The total unsatisfied performance obligation for these revenue streams at September 30, 2018 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):

 

 

 

 

 

    

As of

 

    

September 30, 2018

2018

    

$

37,322

2019

 

 

62,679

2020

 

 

24,151

2021

 

 

11,738

2022

 

 

6,046

Thereafter

 

 

9,096

Total

 

$

151,032

 

The Company’s payment terms vary by the type and location of its customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

Practical Expedients and Exemptions

The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period of time between payment and transfer of the promised goods or services will be one year or less.

The Company expenses sales commissions when incurred in cases where the amortization period of those otherwise capitalized sales commissions would have been one year or less.

The Company does not disclose the value of unsatisfied performance obligations for revenue streams for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

v3.10.0.1
Inventories and Floor Plan Payable
9 Months Ended
Sep. 30, 2018
Inventories and Floor Plan Payable  
Inventories and Floor Plan Payable

3. Inventories and Floor Plan Payable

Inventories consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2018

    

2017

Consumer services and plans

 

$

 —

 

$

387

Dealership:

 

 

 

 

 

 

   New RV vehicles

 

 

912,581

 

 

1,113,178

   Used RV vehicles

 

 

121,225

 

 

106,210

   Dealership parts, accessories and miscellaneous

 

 

8,012

 

 

7,802

Retail

 

 

453,223

 

 

188,338

 

 

$

1,495,041

 

$

1,415,915

 

New and used vehicles included in retail inventories are primarily financed by floor plan arrangements through a syndication of banks. The arrangements are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly owned subsidiary of FreedomRoads, which operates the Camping World dealerships, and bore interest at one-month London Interbank Offered Rate (“LIBOR”) plus 2.05% as of September 30, 2018 and 2.15% as of December 31, 2017. LIBOR, as defined, was 2.10% at September 30, 2018 and 1.36% as of December 31, 2017. Borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle.

In August 2015, FR entered into a Sixth Amended and Restated Credit Agreement for floor plan financing (as further amended, “Floor Plan Facility”) to extend the maturity date to August 2018. On July 1, 2016, FR entered into Amendment No. 1 to the Sixth Amended and Restated Credit Agreement for the Floor Plan Facility to, among other things, increase the available amount under the Floor Plan Facility from $880.0 million to $1.18 billion, amend the applicable borrowing rate margin on LIBOR and base rate loans ranging from 2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR, and extend the maturity date to June 30, 2019. On December 12, 2017, FR entered into a Seventh Amended and Restated Credit Agreement (the “Floor Plan Facility Amendment”), which amended the previous credit agreement governing our Floor Plan Facility and allows FR to borrow (a) up to $1.415 billion under a floor plan facility, (b) up to $15.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $35.0 million under the revolving line of credit, which maximum amount outstanding will decrease by $1.75 million on the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2019. In addition, the maturity of the Floor Plan Facility was extended to December 12, 2020. The Floor Plan Facility includes an offset account that allows the Company to transfer cash as an offset to the payable under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into the Company’s operating cash accounts. As a result of using the floor plan offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of income. The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all debt covenants at September 30, 2018 and December 31, 2017.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of September 30, 2018 and December 31, 2017 (in thousands):

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2018

    

2017

Floor Plan Facility

 

 

 

 

 

 

Notes payable - floor plan:

 

 

 

 

 

 

Total commitment

 

$

1,415,000

 

$

1,415,000

Less: borrowings, net

 

 

(734,038)

 

 

(974,043)

Less: flooring line aggregate interest reduction account

 

 

(147,481)

 

 

(106,055)

Additional borrowing capacity

 

 

533,481

 

 

334,902

Less: accounts payable for sold inventory

 

 

(59,236)

 

 

(31,311)

Less: purchase commitments

 

 

(39,723)

 

 

(77,144)

Unencumbered borrowing capacity

 

$

434,522

 

$

226,447

 

 

 

 

 

 

 

Revolving line of credit:

 

$

35,000

 

$

35,000

Less borrowings

 

 

(24,403)

 

 

 —

Additional borrowing capacity

 

$

10,597

 

$

35,000

 

 

 

 

 

 

 

Letters of credit:

 

 

 

 

 

 

Total commitment

 

$

15,000

 

$

15,000

Less: outstanding letters of credit

 

 

(9,369)

 

 

(9,369)

Additional letters of credit capacity

 

$

5,631

 

$

5,631

 

v3.10.0.1
Property and Equipment, net
9 Months Ended
Sep. 30, 2018
Property and Equipment, net  
Property and Equipment, net

4. Property and Equipment, net

Property and equipment consisted of the following at (in thousands):

 

 

 

 

 

 

 

 

 

    

September 30, 

    

December 31, 

 

 

 

2018

 

2017

 

Land

 

$

69,123

 

$

12,243

 

Buildings and improvements

 

 

56,164

 

 

17,791

 

Leasehold improvements - inclusive of right to use assets

 

 

131,228

 

 

107,354

 

Furniture and equipment

 

 

191,548

 

 

130,204

 

Software

 

 

79,852

 

 

68,087

 

Systems development and construction in progress

 

 

55,807

 

 

34,384

 

 

 

 

583,722

 

 

370,063

 

Less: accumulated depreciation and amortization

 

 

(192,143)

 

 

(172,041)

 

Property and equipment, net

 

$

391,579

 

$

198,022

 

 

The Company reclassified the categories of property and equipment, net and made an immaterial correction of the cost categories and accumulated depreciation amounts by increasing both items by approximately $10.2 million as of December 31, 2017. These changes had no impact on total property and equipment, net.

v3.10.0.1
Goodwill and Intangible Assets
9 Months Ended
Sep. 30, 2018
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 reportable segments for the nine months ended September 30, 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Services and

 

 

 

 

 

 

 

 

 

    

Plans

    

Retail

    

Dealership

    

Consolidated

Balance as of December 31, 2017

 

$

49,944

 

$

36,467

 

$

261,976

 

$

348,387

Acquisitions (1)

 

 

376

 

 

3,579

 

 

36,745

 

 

40,700

Balance as of September 30, 2018

 

$

50,320

 

$

40,046

 

$

298,721

 

$

389,087


(1)

See Note 11 — Acquisitions.

 

The Company evaluates goodwill for impairment on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the 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. The Company did not record any impairments of goodwill during the nine months ended September 30, 2018 and 2017.

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at September 30, 2018 and December 31, 2017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

 

Cost or

 

Accumulated

 

 

 

 

   

Fair Value

    

Amortization

    

Net

Consumer Services and Plans:

 

 

 

 

 

 

 

 

 

Membership and customer lists

 

$

9,140

 

$

(6,989)

 

$

2,151

 

 

 

 

 

 

 

 

 

 

Retail:

 

 

 

 

 

 

 

 

 

Customer lists and domain names

 

 

3,915

 

 

(1,805)

 

 

2,110

Trademarks and trade names

 

 

29,304

 

 

(2,365)

 

 

26,939

Websites

 

 

6,074

 

 

(864)

 

 

5,210

 

 

$

48,433

 

$

(12,023)

 

$

36,410

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

Cost or

 

Accumulated

 

 

 

 

    

Fair Value

    

Amortization

    

Net

Consumer Services and Plans:

 

 

 

 

 

 

 

 

 

Membership and customer lists

 

$

8,374

 

$

(6,431)

 

$

1,943

 

 

 

 

 

 

 

 

 

 

Retail:

 

 

 

 

 

 

 

 

 

Customer lists and domain names

 

 

3,915

 

 

(1,048)

 

 

2,867

Trademarks and trade names

 

 

28,987

 

 

(901)

 

 

28,086

Websites

 

 

6,074

 

 

(263)

 

 

5,811

 

 

$

47,350

 

$

(8,643)

 

$

38,707

 

The trademarks and trade names have useful lives of fifteen years. The membership and customer lists have weighted-average useful lives of approximately five years. The websites have useful lives of ten years. The Company reclassed the categories of intangible assets and made immaterial correcting adjustments to the previously recorded balances for the categories of intangibles assets as of December 31, 2017. These changes had no impact on total intangible assets.

v3.10.0.1
Long-Term Debt
9 Months Ended
Sep. 30, 2018
Long-Term Debt.  
Long-Term Debt

6. Long-Term Debt

Long-term debt consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2018

    

2017

Term Loan Facility (1)

 

$

1,161,389

 

$

916,902

Less: current portion

 

 

(11,991)

 

 

(9,465)

 

 

$

1,149,398

 

$

907,437


(1)

Net of $5.6 million and $6.0 million of original issue discount at September 30, 2018 and December 31, 2017, respectively, and $14.1 million and $14.2 million of finance costs at September 30, 2018 and December 31, 2017, respectively.

Senior Secured Credit Facilities

On November 8, 2016, CWGS Group, LLC (the “Borrower”), a wholly owned subsidiary of CWGS, LLC, entered into a credit agreement (as amended from time to time, the “Credit Agreement”) for a new $680.0 million senior secured credit facility (the “Senior Secured Credit Facilities”) and used the proceeds to repay its previous senior secured credit facilities. The Senior Secured Credit Facilities, prior to the amendments described below, consisted of a seven-year $645.0 million Term Loan Facility (the “Term Loan Facility”) and a five-year $35.0 million revolving credit facility (the “Revolving Credit Facility”). On March 17, 2017, the borrower entered into a First Amendment to the Credit Agreement to increase the Term Loan Facility by $95.0 million to $740.0 million. The Term Loan Facility included mandatory amortization at 1.00% per annum in equal quarterly installments. On October 6, 2017, the Borrower entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment, among other things, (i) increased the Borrower’s Term Loan Facility by $205.0 million to an outstanding principal amount of $939.5 million, (ii) amended the applicable margin to 2.00% from 2.75% per annum, in the case of base rate loans, and to 3.00% from 3.75% per annum, in the case of LIBOR loans, and (iii) increased the quarterly amortization payment to $2.4 million. On March 28, 2018, the Borrower entered into a Third Amendment (the “Third Amendment”) to the Credit Agreement. The Third Amendment, among other things, (i) reduced the applicable interest margin by 25 basis points to 1.75% from 2.00% per annum, in the case of base rate loans, and to 2.75% from 3.00% per annum, in the case of LIBOR loans, effective on April 6, 2018, (ii) increased the Borrower’s term loan facility by $250 million to a principal amount of $1.19 billion outstanding as of March 28, 2018, and (iii) increased the quarterly amortization payment to $3.0 million.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Leverage Ratio (as defined in the Credit Agreement), which covenant is only for the benefit of the revolving credit facility, during certain periods in which the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time (minus the lesser of (a) $5.0 million and (b) letters of credit outstanding) is greater than 30% of the aggregate amount of the Revolving Lenders’ Revolving Commitments, as defined in the Credit Agreement. On September 27, 2018, the Borrower entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment increases the quarterly Total Leverage Ratio, from “3.00 to 1” to “3.75 to 1” for the period from December 31, 2016 to December 31, 2019 and from “2.75 to 1” to “3.50 to 1” for the period beginning March 31, 2020 and on the last day of each fiscal quarter ending thereafter.

The Term Loan Facility includes mandatory amortization at 1.01% per annum in equal quarterly installments. Interest on the Term Loan Facility effective April 6, 2018 floats at the Company’s option at a) LIBOR multiplied by the statutory reserve rate (such product, the “Adjusted LIBOR Rate”), subject to a 0.75% floor, plus an applicable margin of 2.75%, or b) an Alternate Base Rate (“ABR”) equal to 1.75% per annum plus the greater of: (i) the prime rate published by The Wall Street Journal (the “WSJ Prime Rate”), (ii) federal funds effective rate plus 0.50%, or (iii) one-month Adjusted LIBOR Rate plus 1.00%, subject to a 1.75% floor. Interest on borrowings under the Revolving Credit Facility is, at the Company’s option, of a) 3.25% to 3.50% per annum subject to a 0.75% floor in the case of a Eurocurrency loan, or b) 2.25% to 2.50% per annum plus the greater of the WSJ Prime Rate, federal funds effective rate plus 0.50%, or one-month Adjusted LIBOR Rate plus 1.00% in the case of an ABR loan, based on the Company’s Total Leverage Ratio. The Company also pays a commitment fee of 0.5% per annum on the unused amount of the Senior Secured Credit Facility. Reborrowings under the Term Loan Facility are not permitted. The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $1.9 million starting March 31, 2017 through September 30, 2017, $2.4 million on December 31, 2017 and $3.0 million thereafter. The September 30, 2018 payment was paid on October 1, 2018, per the Credit Agreement.

Following the end of each fiscal year, commencing with the fiscal year ending December 31, 2017, the Company is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow, as defined in the Credit Agreement, for such fiscal year. The required percentage prepayment of excess cash flow is reduced to 25% if the Total Leverage Ratio is 1.50 to 1.00 or greater but less than 2.00 to 1.00. If the Total Leverage Ratio is less than 1.50 to 1.00, no prepayment of excess cash flow is required.

The Revolving Credit Facility matures on November 8, 2021, and the Term Loan Facility matures on November 8, 2023. The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $15.0 million may be allocated to such letters of credit. As of September 30, 2018, the average interest rate on the term loan debt was 4.87%. As of September 30, 2018 and December 31, 2017, the Company had available borrowings of $32.2 million and $31.8 million, respectively, and letters of credit in the aggregate amount of $2.8 million and $3.2 million outstanding, respectively, under the Revolving Credit Facility. As of September 30, 2018 and December 31, 2017, the principal balance of $1,181.1 million and $937.1 million, respectively, was outstanding under the Term Loan Facility and no amounts were outstanding on the Revolving Credit Facility in either period.

CWGS, LLC and CWGS Group, LLC have no revenue-generating operations of their own. Their ability to meet the financial obligations associated with the Senior Secured Credit Facilities is dependent on the earnings and cash flows of its operating subsidiaries, primarily Good Sam Enterprises, LLC and FR, and their ability to upstream dividends. The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR and its subsidiaries. The Credit Agreement contains certain restrictive covenants including, 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. The Company was in compliance with all debt covenants at September 30, 2018 and December 31, 2017.

v3.10.0.1
Right to Use Assets and Liabilities
9 Months Ended
Sep. 30, 2018
Right to Use Assets and Liabilities  
Right to Use Liabilities

7. Right to Use Assets and Liabilities

The Company leases operating facilities throughout the United States. The Company analyzes all leases in accordance with ASC 840 — Leases.  The Company has included the right to use assets in property and equipment, net, as follows (in thousands):

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2018

    

2017

Right to use assets

 

$

10,673

 

$

10,673

Accumulated depreciation

 

 

(1,120)

 

 

(926)

 

 

$

9,553

 

$

9,747

 

The following is a schedule by year of the future changes in the right to use liabilities as of September 30, 2018 (in thousands):

 

 

 

 

2018

    

$

218

2019

 

 

486

2020

 

 

486

2021

 

 

487

2022

 

 

487

Thereafter (1)

 

 

13,260

Total minimum lease payments

 

 

15,424

Amounts representing interest

 

 

(5,350)

Present value of net minimum right to use liability payments

 

$

10,074


(1)

Includes $4.8 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months’ rent.

v3.10.0.1
Fair Value Measurements
9 Months Ended
Sep. 30, 2018
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.

For cash and cash equivalents; accounts receivable; other current assets; accounts payable; notes payable — floor plan, net; and other current liabilities the amounts reported in the accompanying Unaudited Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.

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 2018 and 2017 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). 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value

 

9/30/2018

 

12/31/2017

($ in thousands)

    

Measurement

    

Carrying Value

    

Fair Value

    

Carrying Value

    

Fair Value

Term Loan Facility

 

Level 2

 

$

1,161,389

 

$

1,161,954

 

$

916,902

 

$

953,269

 

v3.10.0.1
Commitments and Contingencies
9 Months Ended
Sep. 30, 2018
Commitments and Contingencies.  
Commitments and Contingencies

9. Commitments and Contingencies

The Company holds certain property and equipment under rental agreements and operating leases that have varying expiration dates. A majority of its operating facilities are leased from unrelated parties throughout the United States.

From time to time, the Company is involved in litigation arising in the normal course of business operations. 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., in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C.  On October 25, 2018, a different putative stockholder of the Company filed a putative class action lawsuit, captioned Strougo v. Camping World Holdings, Inc. et al., in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and Crestview Partners II GP, L.P. and Crestview Advisors, L.L.C. 

Both complaints allege that the Company violated Section 10(b) of the Securities Exchange Act of 1934, as amended, and rule 10b-5 thereunder, by making allegedly materially misleading statements or omitting material facts necessary to make certain statements not misleading related to the business, operations, and management of the Company.  Both lawsuits allege that certain of the Company’s officers and directors violated Section 20(a) of the Securities Exchange Act of 1934, as amended, by allegedly acting as controlling persons of the Company.  The lawsuits bring claims on behalf of a putative class of purchasers of the Company’s Class A common stock between March 8, 2017 and August 7, 2018, and seek compensatory damages, attorneys’ fees and costs, and any equitable or injunctive relief the court deems just and proper. The Company believes it has meritorious defenses to the claims of the plaintiffs and members of the putative class, and any liability for the alleged claims is not currently probable or reasonably estimable.  

v3.10.0.1
Cash Flows
9 Months Ended
Sep. 30, 2018
Statements of Cash Flows  
Statements of Cash Flows

10. Statement of Cash Flows

Supplemental disclosures of cash flow information for the following periods (in thousands):

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

September 30, 

 

September 30, 

 

    

2018

    

2017

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

70,326

 

$

47,374

Income taxes

 

 

17,408

 

 

25,660

Non-cash investing activities:

 

 

 

 

 

 

Vehicles transferred to property and equipment from inventory

 

 

780

 

 

1,605

Portion of acquisition purchase price paid through issuance of Class A common stock

 

 

 —

 

 

5,720

Landlord paid tenant improvements on behalf of the Company

 

 

28,431

 

 

857

Derecognition of non-tenant improvements

 

 

7,018

 

 

 —

Capital expenditures in accounts payable and accrued liabilities

 

 

6,051

 

 

6,595

Non-cash financing activities:

 

 

 

 

 

 

Par value of Class A common stock issued in exchange for common units in CWGS, LLC

 

 

 3

 

 

66

Par value of Class A common stock issued for vested restricted stock units

 

 

 1

 

 

 —

Par value of Class A common stock issued for acquisition

 

 

 —

 

 

 1

 

v3.10.0.1
Acquisitions
9 Months Ended
Sep. 30, 2018
Acquisitions  
Acquisitions

11. Acquisitions

Dealerships and Consumer Shows

During the nine months ended September 30, 2018 and 2017, subsidiaries of the Company acquired the assets of multiple dealership locations and consumer shows. The Company used a combination of cash, floor plan financing, proceeds from the May 2017 Public Offering (defined and described in Note 14 — Stockholders’ Equity), and additional borrowings on the Term Loan Facility in March 2017 and 2018 (see Note 6 — Long-term Debt) 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 Company acquires consumer shows as another channel for increasing its customer base. Additionally, the Company believes that its experience and scale allow it to operate these acquired dealerships and consumer shows more efficiently. 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.

Separately from the business combinations, for the nine months ended September 30, 2018 and 2017, the Company purchased real property of $100.1 million and $16.8 million, respectively, of which $23.6 million and $12.8 million, respectively, was from parties related to the sellers of the dealership businesses.

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and consumer shows consist of the following:

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

($ in thousands)

    

2018

    

2017

Tangible assets (liabilities) acquired (assumed):

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,648

 

$

 —

Contracts in transit

 

 

103

 

 

 —

Accounts receivable

 

 

103

 

 

1,306

Inventory

 

 

36,257

 

 

98,869

Prepaid expenses and other assets

 

 

79

 

 

 

Property and equipment

 

 

402

 

 

835

Other assets

 

 

48

 

 

72

Accounts payable

 

 

(64)

 

 

 —

Accrued liabilities

 

 

(1,081)

 

 

(3,019)

Deferred revenues and gains

 

 

(168)

 

 

 —

Total tangible net assets acquired

 

 

38,327

 

 

98,063

Intangible assets acquired:

 

 

 

 

 

 

Membership and customer lists

 

 

766

 

 

793

Total intangible assets acquired

 

 

766

 

 

793

Goodwill

 

 

37,145

 

 

143,788

Purchase price

 

 

76,238

 

 

242,644

Cash and cash equivalents acquired

 

 

(2,648)

 

 

 —

Cash paid for acquisition, net of cash acquired

 

 

73,590

 

 

242,644

Inventory purchases financed via floor plan

 

 

(29,365)

 

 

(79,321)

Cash payment net of floor plan financing

 

$

44,225

 

$

163,323

 

The fair values above are preliminary relating to the nine months ended September 30, 2018 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. 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, 2018 and 2017, acquired goodwill of $20.7 million and $143.8 million, respectively, is expected to be deductible for tax purposes. Included in the nine months ended September 30, 2018 and 2017 consolidated financial results were $55.1 million and $210.7 million of revenue, respectively, and $3.5 million of pre-tax loss and $13.8 million of pre-tax income, respectively, of the acquired dealerships and consumer shows 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.

Retail

On May 26, 2017, CWI, Inc. (“CWI”), an indirect subsidiary of the Company, completed the acquisition of certain assets of the Gander Mountain Company (“Gander Mountain”) and its Overton’s, Inc. (“Overton’s”) boating business through a bankruptcy auction that took place in April 2017 for $35.4 million in cash and $1.0 million of contingent consideration. Prior to the acquisition, Gander Mountain operated 160 retail locations and an e-commerce business that serviced the hunting, camping, fishing, shooting sports, and outdoor markets. Overton’s operated two retail locations and an e-commerce business that services the marine and watersports markets.

The assets acquired included the right to designate any real estate leases for assignment to CWI or other third parties (the “Designation Rights”), other agreements CWI could elect to assume, intellectual property rights, operating systems and platforms, certain distribution center equipment, Overton’s inventory, the Gander Mountain and Overton’s e-commerce businesses, and fixtures and equipment for Overton’s two retail locations and corporate operations. Furthermore, CWI had committed to exercise Designation Rights and take an assignment of no fewer than 15 Gander Mountain retail leases on or before October 6, 2017, in addition to the two Overton’s retail leases assumed at the closing of the acquisition. The Designation Rights expired on October 6, 2017, which was immediately after CWI assumed the minimum 15 additional Gander Mountain retail leases. CWI also assumed certain liabilities, such as cure costs for leases and other agreements it elected to assume, accrued time off for employees retained by CWI and retention bonuses payable to certain key Gander Mountain employees retained by CWI. The cure costs for the minimum 15 Gander Mountain leases assumed under the Designation Rights were $1.0 million and recorded as contingent consideration.

As of September 30, 2018, the Company had opened 61 Gander Mountain locations under the rebranded “Gander Outdoors” name as part of its initial rollout after the bankruptcy auction, and closed one location. The Company expects to open an additional 9 Gander Outdoors locations during its initial rollout, which is expected to be substantially complete by December 31, 2018. With the large quantity of stores to be opened in a relatively short period of time for the initial rollout of Gander Outdoors, the Company deemed it necessary to staff the appropriate levels of labor for functions such as management, merchandise procurement, and distribution center to open these retail locations in the compressed timeframe of the initial rollout plan. Many of these expenses were expensed as incurred before retail locations were opened and began to generate revenues.

On August 17, 2017, Camping World Inc. (“CW”) an indirect subsidiary of the Company, completed the acquisition of all of the outstanding capital stock and outstanding debt of Active Sports, Inc. (“TheHouse.com”), which specialized in bikes, sailboards, skateboards, wakeboards, snowboards, and outdoor gear. The purchase price consisted of $30.0 million in cash, $5.7 million in restricted shares of Class A common stock of the Company, and the purchase or extinguishment of $35.3 million of TheHouse.com’s debt, including accrued interest.

On September 22, 2017, W82, LLC, an indirect subsidiary of the Company, completed the acquisition of substantially all of the assets of EIGHTEEN0THREE LLC, dba W82 (“W82”), which specializes in snowboarding, skateboarding, longboarding, swimwear, footwear, apparel and accessories. The purchase price consisted of $0.6 million in cash and the extinguishment of $1.5 million of W82’s debt, including accrued interest.

On January 30, 2018 and April 19, 2018, indirect subsidiaries of the Company acquired substantially all of the assets of Earth Sports LLC, dba Erehwon Mountain Outfitters (“Erehwon”) and Rock Creek Outfitters, Inc. (“Rock Creek”), respectively, for $3.5 million and $5.2 million in cash, respectively. These businesses are specialty retailers of outdoor gear and apparel.

The Company believes these businesses are complementary to its existing businesses and will allow for cross marketing of the Company’s consumer services and plans to a wider customer base. The estimated fair values of the assets acquired and liabilities assumed for the acquisition of outdoor and active sports retail businesses consist of the following:

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

($ in thousands)

    

2018

    

2017

Tangible assets (liabilities) acquired (assumed):

 

 

 

 

 

 

Cash and cash equivalents

 

$

 —

 

$

501

Accounts receivable

 

 

 —

 

 

159

Inventory

 

 

4,599

 

 

47,129

Prepaid expenses and other assets

 

 

76

 

 

1,169

Property and equipment

 

 

416

 

 

9,530

Other assets

 

 

 —

 

 

 —

Accounts payable

 

 

 —

 

 

(7,582)

Accrued liabilities

 

 

(359)

 

 

(1,990)

Other liabilities

 

 

 —

 

 

(6,016)

Total tangible net assets acquired

 

 

4,732

 

 

42,900

Intangible assets acquired:

 

 

 

 

 

 

Trademarks and trade names

 

 

318

 

 

28,839

Membership and customer lists

 

 

 —

 

 

500

Websites

 

 

 —

 

 

5,990

Total intangible assets acquired

 

 

318

 

 

35,329

Goodwill

 

 

3,580

 

 

31,509

Purchase price

 

 

8,630

 

 

109,738

Cash and cash equivalents acquired

 

 

 —

 

 

(501)

Contingent consideration unpaid at September 30, 2017

 

 

 —

 

 

(1,021)

Non-cash consideration - Class A shares issued

 

 

 —

 

 

(5,720)

Cash paid for acquisition, net of cash acquired

 

$

8,630

 

$

102,496

 

The fair values above are preliminary relating to the nine months ended September 30, 2018 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. 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, 2018 and 2017, acquired goodwill of $3.6 million and $6.2 million, respectively, is expected to be deductible for tax purposes. Included in the nine months ended September 30, 2018 and 2017 consolidated financial results were $10.4 million and $26.0 million of revenue, respectively, and $0.4 million and $11.5 million of pre-tax loss, respectively, of the acquired outdoor and active sports retail locations 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.

v3.10.0.1
Income Taxes
9 Months Ended
Sep. 30, 2018
Income Taxes.  
Income Taxes

12. Income Taxes

CWH is organized as a Subchapter C corporation and, as of September 30, 2018, is a 41.8% owner of CWGS, LLC (see Note 14 — Stockholders’ Equity and Note 15 — Non-Controlling Interests). CWGS, LLC is organized as a limited liability company and treated as a partnership for federal tax purposes, with the exception of Americas Road and Travel Club, Inc., Camping World and FreedomRoads RV, Inc. (“FRRV”) and their wholly-owned subsidiaries, which are Subchapter C corporations.

On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“2017 Tax Act”). The 2017 Tax Act significantly revised the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% and eliminating certain deductions. The 2017 Tax Act also enhanced and extended through 2026 the option to claim accelerated depreciation deductions on qualified property. As of September 30, 2018, the Company had not completed its accounting for the tax effects of the enactment of the 2017 Tax Act on its tax accruals. However, the Company has reasonably estimated the effects of the 2017 Tax Act and recorded provisional amounts in its financial statements as of September 30, 2018 and December 31, 2017. The final impact of the 2017 Tax Act may differ from these estimates, due to, among other things, changes in interpretations, analysis and assumptions made by management, additional guidance that may be issued by the U.S. Department of the Treasury and the Internal Revenue Service, and any updates or changes to estimates the Company has utilized to calculate the transition impact. Pursuant to the SEC Staff Accounting Bulletin No. 118 (“SAB 118”), the Company's measurement period for implementing the accounting changes required by the 2017 Tax Act will close before December 22, 2018 and the Company will complete the accounting under ASC Topic 740, Income Taxes, in the next reporting period prior to the close of the measurement period provided under SAB 118.

Shortly after the 2017 Tax Act was enacted, the SEC staff issued SAB 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. In accordance with SAB 118, the Company has determined that the $118.4 million of the deferred tax expense recorded in connection with the remeasurement of certain deferred tax assets and liabilities during the three months ended December 31, 2017 was a provisional amount and a reasonable estimate at December 31, 2017. At September 30, 2018, this estimate was decreased by $1.4 million primarily as a result of the filing of the Company’s tax returns related to the allocation of taxable income to non-controlling interests, and adjustments made to other deferred tax assets. Further, in connection with its adjusted estimate of the December 31, 2017 tax return amounts, the Company as of September 30, 2018 increased its income tax receivable by approximately $6.5 million, increased its Tax Receivable Agreement liability by approximately $2.0 million, and decreased its deferred income tax assets by approximately $2.2 million. In connection with this adjustment, the Company also made a corresponding adjustment to equity for the impact to distributions payable under its Tax Receivable Agreement. As the Company completes its analysis of the 2017 Tax Act, collects and prepares necessary data, and interprets any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, the Company may continue to make adjustments to the provisional amounts. Any subsequent adjustment to these amounts will be finalized in the next reporting period prior to the close of the measurement period provided under SAB 118.

For the three months ended September 30, 2018 and 2017, the Company’s effective income tax rate was 19.2% and 9.1%, respectively. For the nine months ended September 30, 2018 and 2017, the Company’s effective income tax rate was 17.3% and 10.6%, respectively. The amount of income tax expense and the effective income tax rate increased in 2018 partially due to operating losses recorded by its retail segment for which no tax benefit was recognized on account of the valuation allowance recorded against such losses, and partially due to an increased ownership percentage of CWGS, LLC for which the Company is subject to U.S., federal and state taxes on its allocable share of income of CWGS, LLC. The Company's effective tax rate for the three months ended September 30, 2018 was lower than 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. For the three and nine months ended September 30, 2018, measurement period adjustments discussed above increased the effective income tax rate by 188 basis points for the three months ended September 30, 2018, and decreased the effective income tax rate by 81 basis points for the nine months ended September 30, 2018. The Company's effective tax rate for the three months ended September 30, 2017 was significantly lower than the federal statutory rate of 35.0% 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.

The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is more likely than not that all or a portion of the deferred tax assets may not be realized. At September 30, 2018 and December 31, 2017, the Company determined that all of its deferred tax assets, except those pertaining to Camping World and the direct investment in CWGS, LLC, are more likely than not to be realized. The Company maintains a full valuation allowance against the deferred tax assets of Camping World, since it was determined that it would have insufficient taxable income in the current or carryforward periods under the tax laws to realize the future tax benefits of its deferred tax assets. The Company also maintains a valuation allowance against the portion of the deferred tax asset pertaining to its direct investment in CWGS, LLC.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements related to a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. As of September 30, 2018, the Company recorded $0.3 million of uncertain tax positions and none at December 31, 2017. The Company recorded $0.1 million of interest and penalties relating to income taxes for the three months and nine months ended September 30, 2018, and none for the three or nine months ended September 30, 2017.

On October 6, 2016, the Company entered into a tax receivable agreement (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. The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption or exchange (including a deemed exchange) of common units for cash or stock occur. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owners’ or Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than the Company as transferee pursuant to a redemption or exchange of common units in CWGS, LLC).  The Company expects to benefit from the remaining 15% of the tax benefits, if any, which may be realized. During the nine months ended September 30, 2018 and 2017, 215,486 and 6,525,610 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, 2018 and December 31, 2017, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $133.7 million and $137.7 million, respectively, of which $10.4 million and $8.1 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the Condensed Consolidated Balance Sheets.

v3.10.0.1
Related Party Transactions
9 Months Ended
Sep. 30, 2018
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, 2018 and 2017, the related party lease expense for these locations was $0.5 million and $0.5 million, respectively. During the nine months ended September 30, 2018 and 2017, the related party lease expense for these locations was $1.5 million and $1.4 million, respectively.

In January 2012, FreedomRoads entered into a lease (the “Original Lease”) with respect to the Company’s Lincolnshire, Illinois offices, which was amended in March 2013 in connection with the Company’s leasing of additional premises within the same office building (the “Expansion Lease”). The Original Lease is payable in 132 monthly payments of base rent equal to approximately $29,000, commencing April 2013, subject to annual increases. The Expansion Lease is payable in 132 monthly payments of base rent equal to approximately $2,500, commencing May 2013, subject to annual increases. Marcus A. Lemonis, the Company’s Chairman and Chief Executive Officer, has personally guaranteed both leases. During the three months ended September 30, 2018 and 2017, the Company made payments of approximately $180,000 and $193,000, respectively, in connection with the Original Lease, which included approximately $79,000 and $94,000, respectively, for common area maintenance charges on the Original Lease, and the Company made payments of approximately $9,000 and $8,000, respectively, in connection with the Expansion Lease. During the nine months ended September 30, 2018 and 2017, the Company made payments of approximately $512,000 and $546,000, respectively, in connection with the Original Lease, which included approximately $212,000 and $252,000, respectively, for common area maintenance charges on the Original Lease, and the Company made payments of approximately $26,000 and $25,000, respectively, in connection with the Expansion Lease.

The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, $0.2 million and $0.3 million during the nine months ended September 30, 2018 and 2017, respectively, for legal services.

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, LLC (“Precise Graphix”). Mr. Lemonis has a 33% economic interest in Precise Graphix and the Company paid Precise Graphix $0.8 million and $0.5 million for the three months ended September 30, 2018 and 2017, respectively, and $4.4 million and $1.7 million for the nine months ended September 30, 2018 and 2017, respectively. The Company purchased point of purchase and visual merchandise displays from JD Custom Design (“JD Custom”) for use in Camping World’s retail store operations. Mr. Lemonis is a holder of 52% of the combined voting power in JD Custom and the Company paid JD Custom $0.1 million and $0 million for the three months ended September 30, 2018 and 2017,respectively, and paid $0.4 million and $0 for the nine months ended September 30, 2018 and 2017, respectively.

Cumulus Media Inc. (“Cumulus Media”) has provided radio advertising for the Company through Cumulus Media’s subsidiary, Westwood One, Inc. Crestview Partners II GP, L.P., an affiliate of CVRV, was the beneficial owner of Cumulus Media’s Class A common stock, until Crestview Partners II GP, L.P.’s most recently filed Schedule 13D amendment with respect to Cumulus Media on June 6, 2018 advised of no further beneficial ownership of Cumulus Media stock.  The Company incurred expense from Cumulus Media for the aforementioned advertising services of $0.1 million and $0.4 million for the three months ended September 30, 2018 and 2017, respectively, and $0.2 million and $0.4 million for the nine months ended September 30, 2018, respectively.

The Company does business with certain companies in which Stephen Adams, a member of the Company’s board of directors, has a direct or indirect material interest. The Company from time to time purchases advertising services from Adams Radio of Fort Wayne LLC (“Adams Radio”), in which Mr. Adams has an indirect 90% interest. The Company paid Adams Radio $0.0 million for both the three months ended September 30, 2018 and 2017, respectively, and $0.2 million and $0 for the nine months ended September 30, 2018 and 2017, respectively.

v3.10.0.1
Stockholders' Equity
9 Months Ended
Sep. 30, 2018
Stockholders' Equity  
Stockholders' Equity

14. Stockholders’ Equity

Reorganization Transactions

In connection with the IPO on October 6, 2016, the Company completed the following Reorganization Transactions:

·

The Company amended and restated its certificate of incorporation which, among other things, 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;

·

CWGS, LLC amended and restated the limited liability company agreement of CWGS, LLC (the “LLC Agreement” and the “Recapitalization”), which among other things, (i) provided for a new single class of common membership interests in CWGS, LLC, the common units, and (ii) exchanged all of the then-existing membership interests in CWGS, LLC to common units. The holders of the common units 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; and

·

The Company acquired, by merger, an entity that was owned by former indirect members of CWGS, LLC (the “Former Equity Owners”), for which the Company issued 7,063,716 shares of Class A common stock as merger consideration (the “CWH BR Merger”). The only significant asset held by the merged entity prior to the CWH BR Merger was 7,063,716 common units of CWGS, LLC and a corresponding number of shares of CWH Class B common stock. Upon consummation of the CWH BR Merger, the Company canceled the 7,063,716 shares of Class B common stock and recognized the 7,063,716 of common units of CWGS, LLC at carrying value, as the CWH BR Merger was considered to be a transaction between entities under common control.

As required by the LLC Agreement, the Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Immediately following the completion of the Reorganization Transactions and IPO, CWH owned 22.6% of CWGS, LLC and the remaining 77.4% of CWGS, LLC was owned by the Continuing Equity Owners (see Note 15 — Non-Controlling Interests). As a result of the Reorganization Transactions, CWH became the sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC, CWH had the sole voting power in, and controlled 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.

May 2017 Public Offering

On May 31, 2017, the Company completed a public offering (the “May 2017 Public Offering”) in which the Company sold 4,000,000 shares of the Company’s Class A common stock at a public offering price of $27.75 per share. The Company received $106.6 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 4,000,000 newly-issued common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the May 2017 Public Offering, less underwriting discounts and commissions. In addition, on June 5, 2017, the underwriters exercised their option to purchase an additional 600,000 shares of Class A common stock. On June 9, 2017, the Company closed on the purchase of the additional 600,000 shares of Class A common stock and received $16.0 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 600,000 newly-issued common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the May 2017 Public Offering, less underwriting discounts and commissions.

In connection with the May 2017 Public Offering, CVRV Acquisition LLC and CVRV Acquisition II LLC (“May 2017 Selling Stockholders”), each affiliates of Crestview, sold 5,500,000 shares of the Company’s Class A common stock at the same public offering price of $27.75 per share. CVRV Acquisition LLC redeemed 4,323,083 common units of CWGS, LLC for 4,323,083 shares of Class A common stock, which it sold in the May 2017 Public Offering along with 1,176,917 shares of Class A shares that CVRV Acquisition II LLC already held as a result of the Reorganization Transactions. Pursuant to the terms of the LLC Agreement, 4,323,083 shares of the Company’s Class B common stock registered in the name of CVRV Acquisition LLC were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. In addition, on June 5, 2017, the underwriters exercised their option to purchase an additional 825,000 shares of Class A common stock from the May 2017 Selling Stockholders, in conjunction with their exercise of their option to purchase the additional 600,000 shares from the Company as described above. On June 9, 2017, the May 2017 Selling Stockholders closed on the sale of the additional 825,000 shares of Class A common stock. CVRV Acquisition LLC redeemed 648,462 common units of CWGS, LLC for 648,462 shares of Class A common stock, which it sold in the May 2017 Public Offering along with 176,538 shares of Class A shares that CVRV Acquisition II LLC already held as a result of the Reorganization Transactions. Pursuant to the terms of the LLC Agreement, 648,462 shares of the Company’s Class B common stock registered in the name of CVRV Acquisition LLC were cancelled for no consideration on a one-for-one basis with the number of common units redeemed.  The Company did not receive any proceeds relating to the sale of the May 2017 Selling Stockholders’ shares.

October 2017 Public Offering

On October 30, 2017, the Company completed a public offering (the “October 2017 Public Offering”) in which, CVRV Acquisition LLC, CVRV Acquisition II LLC and Crestview Advisors, LLC, each affiliates of Crestview, and  CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a member of Camping World’s board of directors, and Marcus Lemonis, Camping World’s Chairman and Chief Executive Officer (“October 2017 Selling Stockholders”) sold 6,700,000 shares of the Company’s Class A common stock at a public offering price of $40.50 per share. CVRV Acquisition LLC redeemed 4,715,529 common units of CWGS, LLC for 4,715,529 newly-issued shares of Class A common stock, which it sold in the October 2017 Public Offering along with 1,283,756 and 715 shares of Class A shares that CVRV Acquisition II LLC and Crestview Advisors, LLC, respectively, already held as a result of the Reorganization Transactions. Additionally, CWGS Holding, LLC redeemed 700,000 common units of CWGS, LLC for 700,000 shares of Class A common stock, which it sold in the October 2017 Public Offering. Pursuant to the terms of the LLC Agreement, 4,715,529 and 700,000 shares of the Company’s Class B common stock registered in the names of CVRV Acquisition LLC and CWGS Holding, LLC, respectively, were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. In addition, the underwriters exercised their option to purchase an additional 963,799 shares of Class A common stock from the October 2017 Selling Stockholders, in conjunction with their exercise of their option to purchase up to an additional 1,005,000 shares from the October 2017 Selling Stockholders. On November 1, 2017, the October 2017 Selling Stockholders closed on the sale of the additional 963,799 shares of Class A common stock. CVRV Acquisition LLC and CWGS Holding, LLC redeemed 678,331 and 100,695 common units of CWGS, LLC, for 678,331 and 100,695 newly issued shares of Class A common stock, respectively, which they sold in the October 2017 Public Offering along with 184,669 and 104 shares of Class A shares that CVRV Acquisition II LLC and Crestview Advisors, LLC, respectively, already held as a result of the Reorganization Transactions. Pursuant to the terms of the LLC Agreement, 678,331 and 100,695 shares of the Company’s Class B common stock registered in the names of CVRV Acquisition LLC and CWGS Holding, LLC, respectively, were cancelled for no consideration on a one-for-one basis with the number of common units redeemed. The Company did not receive any proceeds relating to the October 2017 Public Offering.

Short-Swing Profit Disgorgement

In May 2018, the Company received an aggregate of $557,000 from short-swing profit disgorgement remitted by ML Acquisition Company, LLC, of which Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, is the sole director, which is included as an increase to additional paid-in capital in the unaudited condensed consolidated statement of stockholders’ equity and as a financing activity in the unaudited condensed consolidated statement of cash flows.

v3.10.0.1
Non-Controlling Interests
9 Months Ended
Sep. 30, 2018
Non-Controlling Interests  
Non-Controlling Interests

15. Non-Controlling Interests

In connection with the Reorganization Transactions, described in Note 14 — Stockholders’ Equity, CWH became 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 the amount recorded as non-controlling interest and increase additional paid-in capital.

As of September 30, 2018 and December 31, 2017, there were 88,731,980 and 88,639,567 common units of CWGS, LLC outstanding, respectively, of which CWH owned 37,056,971 and 36,749,072 common units of CWGS, LLC, respectively, representing 41.8% and 41.5% ownership interests in CWGS, LLC, respectively, and the Continuing Equity Owners owned 51,675,009 and 51,890,495 common units of CWGS, LLC, respectively, representing 58.2% and 58.5% ownership interests in CWGS, LLC, respectively.

The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30, 

 

September 30, 

($ in thousands)

   

2018

   

2017

   

2018

   

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Camping World Holdings, Inc.

 

$

14,016

 

$

19,589

 

$

45,228

 

$

46,455

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 a public offering

 

 

 —

 

 

 —

 

 

 —

 

 

(87,203)

Decrease in additional paid-in capital as a result of the contribution of Class A common stock to CWGS, LLC for an acquisition by a subsidiary

 

 

 —

 

 

(3,678)

 

 

 —

 

 

(3,678)

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

 

 

(4)

 

 

 —

 

 

(86)

 

 

 —

Increase in additional paid-in capital as a result of the vesting of restricted stock units

 

 

44

 

 

 —

 

 

73

 

 

 —

Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC

 

 

2,485

 

 

13,891

 

 

4,332

 

 

67,471

Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests

 

$

16,541

 

$

29,802

 

$

49,547

 

$

23,045

 

v3.10.0.1
Equity-based Compensation Plans
9 Months Ended
Sep. 30, 2018
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)

 

2018

    

2017

    

2018

    

2017

Equity-based compensation expense:

 

 

 

 

 

 

 

 

 

 

 

 

Costs applicable to revenue

 

$

223

 

$

81

 

$

570

 

$

254

Selling, general, and administrative

 

 

3,965

 

 

1,123

 

 

9,965

 

 

2,538

Total equity-based compensation expense

 

$

4,188

 

$

1,204

 

$

10,535

 

$

2,792

 

The following table summarizes stock option activity for the nine months ended September 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

Stock Options

 

    

(in thousands)

Outstanding at December 31, 2017

 

 

953

Exercised

 

 

(7)

Forfeited

 

 

(48)

Outstanding at September 30, 2018

 

 

898

Options exercisable at September 30, 2018

 

 

171

 

The following table summarizes restricted stock unit activity for the nine months ended September 30, 2018:

 

 

 

 

 

 

Restricted

 

 

Stock Units

 

    

(in thousands)

Outstanding at December 31, 2017

 

 

1,247

Granted

 

 

725

Vested

 

 

(89)

Forfeited

 

 

(52)

Outstanding at September 30, 2018

 

 

1,831

 

The weighted-average grant date fair value of restricted stock units granted during the nine months ended September  30, 2018 was $25.73.

v3.10.0.1
Earnings Per Share
9 Months Ended
Sep. 30, 2018
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)

 

2018

    

2017

    

2018

    

2017

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

47,909

 

$

83,752

 

$

147,000

 

$

238,468

Less: net income attributable to non-controlling interests

 

 

(33,893)

 

 

(64,163)

 

 

(101,772)

 

 

(192,013)

Net income attributable to Camping World Holdings, Inc. basic

 

 

14,016

 

 

19,589

 

 

45,228

 

 

46,455

Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

 

 

 9

 

 

 —

 

 

 —

 

 

 —

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

 

 

 —

 

 

 —

 

 

61,751

 

 

117,482

Net income attributable to Camping World Holdings, Inc. diluted

 

$

14,025

 

$

19,589

 

$

106,979

 

$

163,937

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding — basic

 

 

37,018

 

 

29,522

 

 

36,933

 

 

23,854

Dilutive options to purchase Class A common stock

 

 

 —

 

 

 —

 

 

104

 

 

 —

Dilutive restricted stock units

 

 

37

 

 

 —

 

 

103

 

 

 —

Dilutive common units of CWGS, LLC that are convertible into Class A common stock

 

 

 —

 

 

 —

 

 

51,751

 

 

62,093

Weighted-average shares of Class A common stock outstanding — diluted

 

 

37,055

 

 

29,522

 

 

88,891

 

 

85,947

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share of Class A common stock — basic

 

$

0.38

 

$

0.66

 

$

1.22

 

$

1.95

Earnings per share of Class A common stock — diluted

 

$

0.38

 

$

0.66

 

$

1.20

 

$

1.91

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

903

 

 

1,063

 

 

611

 

 

1,086

Restricted stock units

 

 

1,639

 

 

362

 

 

851

 

 

246

Common units of CWGS, LLC that are convertible into Class A common stock

 

 

51,708

 

 

58,930

 

 

 —

 

 

 —

 

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.

v3.10.0.1
Segments Information
9 Months Ended
Sep. 30, 2018
Segments Information  
Segments Information

18. Segments Information

During the quarter ended September 30, 2018, the Company’s board of directors appointed Brent Moody, formerly the Chief Operating and Legal Officer, as President of the Company. In this new role, the Company determined that Mr. Moody now performs the role of chief operating decision maker together with the Chief Executive Officer. Additionally, responsibilities of certain members of senior management of the Company were realigned to maximize the contributions of the Company’s recent acquisitions of Retail businesses. As a result of these changes, the Company has determined that its reportable segments have changed. The Company’s new reportable segments have been identified based on various commonalities amongst the Company’s individual product lines, which is consistent with the Company’s operating structure and associated management structure and management evaluates the performance of and allocates resources to these segments based on segment revenues and segment profit. The segment reporting for prior comparative periods have been recasted to conform to the current period presentation.

The Company previously had two reportable segments: (i) Consumer Services and Plans; and (ii) Retail. Following the realignment, the Company now has three reportable segments: (i) Consumer Services and Plans, (ii) Dealership, and (iii) Retail. The Company’s Consumer Services and Plans segment remains the same as prior periods and primarily derives revenue from the sale of emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. The Company has separated the prior Retail segment into two distinct segments: Dealership and Retail. The Company’s Dealership segment primarily derives revenue from the sale of new and used RVs, parts, service and other, and finance and insurance products. The Company’s Retail segment primarily derives revenue from the sale of the following: products, parts,  service and other, including RV accessories and supplies; and camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. As noted above, both the Dealership and Retail segments derive revenue from the sale of parts, services and other revenues since certain retail locations without associated dealerships have the capability to perform RV repair and maintenance services. Additionally, certain RV parts and accessories can be sold to customers at a dealership or retail location. The revenues and related costs of revenues for these parts and services are recorded in the segment that enters into the transaction with the customer, either Dealership or Retail. Corporate and other is comprised of the corporate operations of the Company.

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.

Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, total assets, and capital expenditures are as follows: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2018

 

Three Months Ended September 30, 2017

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

 

 

 

 

Intersegment

 

 

 

 

Services

 

 

 

 

 

 

Intersegment

 

 

 

($ in thousands)

 

and Plans(1)

 

Dealership(1)

 

Retail(1)

 

Eliminations

    

Total

    

and Plans(1)

 

Dealership(1)

 

Retail(1)

 

Eliminations

    

Total

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

52,226

 

$

 —

 

$

 —

 

$

(182)

 

$

52,044

 

$

46,342

 

$

 —

 

$

 —

 

$

(173)

 

$

46,169

New vehicles

 

 

 —

 

 

699,263

 

 

 —

 

 

(1,946)

 

 

697,317

 

 

 —

 

 

714,966

 

 

 —

 

 

(1,604)

 

 

713,362

Used vehicles

 

 

 —

 

 

198,555

 

 

 —

 

 

(798)

 

 

197,757

 

 

 —

 

 

188,547

 

 

 —

 

 

(1,084)

 

 

187,463

Dealership parts, services and other

 

 

 —

 

 

71,607

 

 

 —

 

 

 —

 

 

71,607

 

 

 —

 

 

66,847

 

 

 —

 

 

 —

 

 

66,847

Finance and insurance, net

 

 

 —

 

 

112,477

 

 

 —

 

 

(3,018)

 

 

109,459

 

 

 —

 

 

103,135

 

 

 —

 

 

(2,277)

 

 

100,858

Retail

 

 

 —

 

 

 —

 

 

218,977

 

 

(34,434)

 

 

184,543

 

 

 —

 

 

 —

 

 

152,016

 

 

(31,113)

 

 

120,903

Total consolidated revenue

 

$

52,226

 

$

1,081,902

 

$

218,977

 

$

(40,378)

 

$

1,312,727

 

$

46,342

 

$

1,073,495

 

$

152,016

 

$

(36,251)

 

$

1,235,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2018

 

Nine Months Ended September 30, 2017

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

 

 

 

 

Intersegment

 

 

 

 

Services

 

 

 

 

 

 

Intersegment

 

 

 

($ in thousands)

 

and Plans(1)

 

Dealership(1)

 

Retail(1)

 

Eliminations

    

Total

    

and Plans(1)

 

Dealership(1)

 

Retail(1)

 

Eliminations

    

Total

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

160,509

 

$

 —

 

$

 —

 

$

(1,909)

 

$

158,600

 

$

145,932

 

$

 —

 

$

 —

 

$

(1,414)

 

$

144,518

New vehicles

 

 

 —

 

 

2,090,364

 

 

 —

 

 

(6,018)

 

 

2,084,346

 

 

 —

 

 

1,982,644

 

 

 —

 

 

(5,172)

 

 

1,977,472

Used vehicles

 

 

 —

 

 

582,816

 

 

 —

 

 

(2,322)

 

 

580,494

 

 

 —

 

 

531,324

 

 

 —

 

 

(2,427)

 

 

528,897

Dealership parts, services and other

 

 

 —

 

 

210,024

 

 

 —

 

 

 —

 

 

210,024

 

 

 —

 

 

185,586

 

 

 —

 

 

 —

 

 

185,586

Finance and insurance, net

 

 

 —

 

 

334,288

 

 

 —

 

 

(8,920)

 

 

325,368

 

 

 —

 

 

273,222

 

 

 —

 

 

(6,015)

 

 

267,207

Retail

 

 

 —

 

 

 —

 

 

557,465

 

 

(96,828)

 

 

460,637

 

 

 —

 

 

 —

 

 

381,449

 

 

(88,866)

 

 

292,583

Total consolidated revenue

 

$

160,509

 

$

3,217,492

 

$

557,465

 

$

(115,997)

 

$

3,819,469

 

$

145,932

 

$

2,972,776

 

$

381,449

 

$

(103,894)

 

$

3,396,263

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)

Segment revenue includes intersegment revenue.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30, 

 

September 30, 

 

September 30, 

 

September 30, 

($ in thousands)

   

2018

   

2017

   

2018

   

2017

Segment income:(1)

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

26,018

 

$

21,675

 

$

81,732

 

$

71,887

Dealership

 

 

85,529

 

 

97,116

 

 

262,215

 

 

259,710

Retail

 

 

(20,674)

 

 

(5,122)

 

 

(79,668)

 

 

(4,531)

Total segment income

 

 

90,873

 

 

113,669

 

 

264,279

 

 

327,066

Corporate & other

 

 

(1,606)

 

 

(2,037)

 

 

(4,570)

 

 

(6,461)

Depreciation and amortization

 

 

(13,179)

 

 

(8,382)

 

 

(34,207)

 

 

(22,819)

Other interest expense, net

 

 

(16,794)

 

 

(11,012)

 

 

(45,740)

 

 

(30,973)

Tax Receivable Agreement liability adjustment

 

 

 —

 

 

(96)

 

 

 —

 

 

(79)

Loss and expense on debt restructure

 

 

 —

 

 

 —

 

 

(2,056)

 

 

 —

Income before income taxes

 

$

59,294

 

$

92,142

 

$

177,706

 

$

266,734


(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)

 

2018

    

2017

    

2018

    

2017

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

951

 

$

888

 

$

2,546

 

 

2,889

Dealership

 

 

3,975

 

 

3,466

 

 

11,676

 

 

10,130

Retail

 

 

8,058

 

 

3,800

 

 

19,790

 

 

9,457

Subtotal

 

 

12,984

 

 

8,154

 

 

34,012

 

 

22,476

Corporate & other

 

 

195

 

 

228

 

 

195

 

 

343

Total depreciation and amortization

 

$

13,179

 

$

8,382

 

$

34,207

 

$

22,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30, 

 

September 30, 

 

September 30, 

 

September 30, 

($ in thousands)

    

2018

    

2017

    

2018

    

2017

Other interest expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

 1

 

$

 1

 

$

(1)

 

$

 5

Dealership

 

 

1,183

 

 

876

 

 

3,626

 

 

2,916

Retail

 

 

178

 

 

547

 

 

558

 

 

1,459

Subtotal

 

 

1,362

 

 

1,424

 

 

4,183

 

 

4,380

Corporate & other

 

 

15,432

 

 

9,588

 

 

41,557

 

 

26,593

Total interest expense

 

$

16,794

 

$

11,012

 

$

45,740

 

$

30,973

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

($ in thousands)

    

2018

    

2017

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Consumer services and plans

 

$

140,992

 

$

180,295

Dealership

 

 

1,685,916

 

 

1,715,084

Retail

 

 

775,383

 

 

363,451

Subtotal

 

 

2,602,291

 

 

2,258,830

Corporate & other

 

 

224,807

 

 

302,647

Total assets 

 

$

2,827,098

 

$

2,561,477

 

v3.10.0.1
Subsequent Event
9 Months Ended
Sep. 30, 2018
Subsequent Event  
Subsequent Event

 

19. Subsequent Event

On November 2, 2018, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into a loan and security agreement for a real estate credit facility with an aggregate maximum principal amount of $21.525 million (“Real Estate Facility”).  Borrowings under the Real Estate Facility are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC (“Real Estate Facility Guarantor”). The Real Estate Facility may be used to finance the acquisition of real estate assets. Concurrent with the establishment of the Real Estate Facility, the Real Estate Borrower borrowed $4.2 million to acquire a distribution facility leased prior to the acquisition thereof. The Real Estate Facility will be secured by first priority security interest on the real estate assets acquired with the proceeds of the Real Estate Facility (“Real Estate Facility Properties”). The Real Estate Facility matures on October 31, 2023.

The borrowings under the Real Estate Facility bear interest at a rate per annum equal to, at our option, either: (a) a floating rate tied to the London Interbank Eurodollar market (the ‘‘Floating LIBO Rate’’), plus 2.75%, in the case of Floating LIBO Rate loans or (b) a base rate determined by reference to the greater of: (i) the federal funds rate plus 0.50%, and (ii) the prime rate published by Lender, plus 0.75%, in the case of base rate loans.

The Real Estate Borrower was required to pay a commitment fee equal to the product of: (i) 0.50%, and (ii) the aggregate principal amount of the Real Estate Facility.

In addition to other customary covenants, the loan and security agreement governing the Real Estate Facility requires the Real Estate Borrower to comply on a quarterly basis, with respect to each of the individual Real Estate Facility Properties, with a debt service coverage ratio of 1.250 to 1.000.

 

v3.10.0.1
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2018
Summary of Significant Accounting Policies  
Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”), 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 Securities and Exchange Commission (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 significant 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, 2018 are unaudited. The condensed consolidated balance sheet as of December 31, 2017 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, 2017 (the “Annual Report”) filed with the SEC on March 13, 2018. Operating results for the 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 initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“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 (the “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. Despite its position as sole managing member of CWGS, LLC, CWH has a minority economic interest in CWGS, LLC. As of September 30, 2018, CWH owned 41.8%  of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.

The Company does not have any components of other comprehensive income recorded within its consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements.

Description of the Business

Description of the Business

CWGS, LLC is a holding company and operates through its subsidiaries. The Company realigned the structure of its internal organization during the three months ended September 30, 2018 in a manner that caused the composition of its reportable segments to change to the following three segments: (i) Consumer Services and Plans, (ii) Dealership, and (iii) Retail. The Company reportable segment financial information has been recasted to reflect the updated reportable segment structure for all periods presented. See Note 18 to Consolidated Financial Statements for further information about the Company’s segments. The Company provides consumer services and plans offerings under its Good Sam brand, its Dealership offerings under its Camping World brand, and its Retail products primarily under the Camping World and Gander Outdoors brands. Within the Consumer Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Within the Dealership segment, the Company primarily derives revenue from the sale of new and used recreational vehicles (“RV’s”), sale of RV parts, services and other, and commissions on the related finance and insurance contracts. Within the Retail segment, the Company primarily derives revenue from the sale of the following: products, parts, accessories, supplies and service for RVs, and equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities. As noted above, both the Dealership and Retail segments derive revenue from the sale of parts, services and other revenues since certain retail locations without associated dealerships have the capability to perform RV repair and maintenance services. Additionally, certain RV parts and accessories can be sold to customers at a dealership or retail location. The revenues and related costs of revenues for these parts and services are recorded in the segment that enters into the transaction with the customer, either Dealership or Retail. The Company primarily operates in various regions throughout the United States and markets its products and services to RV owners and outdoor enthusiasts.

At September 30, 2018, the Company operated 227 retail locations, of which 136 locations sold new and used RVs and offered RV financing and insurance; 129 locations offered RV products, parts and services; 55 Gander Outdoors locations offered outdoor products and services; one Overton’s location offered marine and watersports products; two TheHouse.com locations offered skiing, snowboarding, bicycling, and skateboarding products; two W82 locations offered skiing, snowboarding, and skateboarding products; and six Uncle Dan’s locations offered outdoor products and services. In addition, on January 30, 2018 the Company acquired certain assets of EARTH SPORTS LLC, dba Erehwon Mountain Outfitter (“Erehwon”), a leading Midwest specialty retailer of outdoor gear and apparel with four retail locations. On April 19, 2018 the Company acquired Rock Creek Outfitters (“Rock Creek”), a specialty outdoor retailer of outdoor gear for kayaking, rock climbing, camping and hiking with seven retail locations. In the first nine months of 2018, the Company converted three RV products, parts and services locations from the Camping World nameplate to the Gander nameplate (Bowling Green, Kentucky, Madison, Wisconsin and Roanoke, Virginia), converted one RV products, parts and services location from a Camping World nameplate to an Overton’s nameplate (Rogers, Minnesota), closed two RV products, parts and services locations from the Camping World nameplate (Winter Garden, FL; and Cleburne, TX), closed two Overton’s locations (Greenville, North Carolina and Raleigh, North Carolina), closed one Gander Outdoors location (Florence, Alabama), and acquired a dealership in Worthing, South Dakota and subsequently merged the operations of the acquired dealership into our existing dealership within the same market.

Use of Estimates

Use of Estimates

The preparation of these unaudited 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 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 unaudited condensed consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long lived assets, program cancellation reserves, and accruals related to self-insurance programs, estimated tax liabilities and other liabilities.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2014-09, which are effective upon the adoption of ASU 2014-09. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. The Company adopted the amendments of this ASU on January 1, 2018, and the adoption did not materially impact its consolidated financial statements or results of operations (see Note 2 — Revenue for further details).

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). This ASU addresses several specific cash flow issues with the objective of reducing the diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The Company adopted the amendments of this ASU on January 1, 2018, and the adoption did not materially impact its consolidated financial statements or results of operations.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The FASB has subsequently issued several related ASUs that clarified the implementation guidance for certain aspects of ASU 2016-02, which are effective upon the adoption of ASU 2016-02. The amendments in this ASU relate to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. In July 2018, the FASB made targeted improvements to the standard, including providing an additional and optional transition method. Under this method, an entity initially applies the standard at the adoption date, including the election of certain transition reliefs, and recognizes a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is executing against its project plan, which includes implementing a software solution, designing and implementing new controls, evaluating new disclosure requirements, and finalizing accounting policies and practical expedients. The Company is in the process of evaluating the impact that the adoption will have on its consolidated balance sheet and statement of income. However, the Company expects that the adoption of the provisions of this ASU will have a significant impact on its consolidated balance sheet by reporting a right-to-use lease asset and corresponding lease obligation, as currently most of its real estate is leased via operating leases.

In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) (“ASU 2018-13”). This standard eliminates, amends, and adds disclosure requirements for fair value measurements. The amended and new disclosure requirements primarily relate to Level 3 fair value measurements. The standard will be effective for fiscal years beginning after December 15, 2019. The removal and amendment of certain disclosures may be early adopted with retrospective application while the new disclosure requirements are to be applied prospectively. The Company plans to early adopt this standard as of October 1, 2018. The Company currently does not expect this ASU, which relates only to disclosures, to have a material impact to the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). This standard aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service arrangement (i.e., hosting arrangement) with the guidance on capitalizing costs in ASC 350-40,  Internal-Use Software. The ASU permits either a prospective or retrospective transition approach. The standard will be effective for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

Immaterial Corrections

Immaterial Corrections

Certain immaterial corrections have been made to the statements of cash flows, which reduced net cash provided by operating activities and decreased net cash used in investing activities by $3.8 million for the nine months ended September 30, 2017. As part of these immaterial corrections, the Company increased the Accounts Payable and Other Accrued Expenses line item and decreased the Other, Net line item within cash provided by operating activities for the nine months ended September 30, 2017. These corrections had no impact on the previously-reported consolidated balance sheets, statements of operations, or statements of stockholders' equity.

v3.10.0.1
Revenue (Tables)
9 Months Ended
Sep. 30, 2018
Summary of total unsatisfied performance obligation for these revenue streams, that the Company expects to recognize the amounts as revenue

The total unsatisfied performance obligation for these revenue streams at September 30, 2018 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):

 

 

 

 

 

    

As of

 

    

September 30, 2018

2018

    

$

37,322

2019

 

 

62,679

2020

 

 

24,151

2021

 

 

11,738

2022

 

 

6,046

Thereafter

 

 

9,096

Total

 

$

151,032

 

ASU 2014-09  
Summary of cumulative effect of the changes made to the consolidated January 1, 2018 balance sheet for the adoption of ASC 606 and impact of the adoption of ASC 606 on the consolidated balance sheet and statement of operations

The following table details the cumulative effect of the changes made to the consolidated January 1, 2018 balance sheet for the adoption of ASC 606 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

 

Adjustments

 

Balance at

 

 

December 31,

 

Due to

 

January 1,

 

   

2017

    

ASU 2014-09

    

2018

Assets

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

79,881

 

$

6,130

 

$

86,011

Inventories

 

 

1,415,915

 

 

(5,142)

 

 

1,410,773

Prepaid expenses and other assets

 

 

32,721

 

 

4,508

 

 

37,229

Deferred tax assets, net

 

 

155,551

 

 

(303)

 

 

155,248

Liabilities

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

101,929

 

 

1,021

 

 

102,950

Deferred revenues and gains, current

 

 

77,669

 

 

857

 

 

78,526

Deferred revenues and gains, non-current

 

 

64,061

 

 

(471)

 

 

63,590

Equity

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

6,192

 

 

1,310

 

 

7,502

Non-controlling interests

 

 

34,332

 

 

2,476

 

 

36,808

 

The adjustments above related primarily to i) the deferral of sales commissions expenses relating to multiyear consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues, ii) adjustment of recognition period of RV service revenue from point-in-time to over time, iii) adjustment of capitalized direct-response advertising to expense when the advertising is mailed instead of over the expected benefit period, iv) reclassification of estimated product returns from inventory to prepaid expenses and other assets, v) reclassification of expected refunds previously included in deferred revenues and gains to accrued liabilities, and vi) reclassification and adjustment of the point obligation for the Coast to Coast service from accrued liabilities to deferred revenues and gains.

The following table details the impact of the adoption of ASC 606 on the consolidated balance sheet as of September 30, 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

 

As

 

Balances Without

 

Effect of Change

 

   

Reported

    

Adoption of ASC 606

    

Higher/(Lower)

Assets

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

100,071

 

$

93,456

 

$

6,615

Inventories

 

 

1,495,041

 

 

1,501,772

 

 

(6,731)

Prepaid expenses and other assets

 

 

36,637

 

 

29,623

 

 

7,014

Deferred tax assets, net

 

 

145,751

 

 

146,054

 

 

(303)

Liabilities

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

143,792

 

 

142,640

 

 

1,152

Deferred revenues and gains, current

 

 

92,391

 

 

91,440

 

 

951

Deferred revenues and gains, non-current

 

 

69,223

 

 

69,880

 

 

(657)

Equity

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

35,730

 

 

33,945

 

 

1,785

Non-controlling interests

 

 

52,276

 

 

48,912

 

 

3,364

 

The following table details the impact of the adoption of ASC 606 on the consolidated statement of operations for the three and nine months ended September 30, 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2018

 

Nine Months Ended September 30, 2018

 

 

 

 

Balances Without

 

Effect of

 

 

 

Balances Without

 

Effect of

 

   

As Reported

    

Adoption of ASC 606

    

Change Higher/(Lower)

   

As Reported

    

Adoption of ASC 606

    

Change Higher/(Lower)

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

52,044

 

$

52,046

 

$

(2)

 

$

158,600

 

$

158,637

 

$

(37)

Dealership parts, services and other

 

 

71,607

 

 

70,942

 

 

665

 

 

210,024

 

 

209,634

 

 

390

Retail

 

 

184,543

 

 

184,562

 

 

(19)

 

 

460,637

 

 

460,512

 

 

125

Costs applicable to revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

 

21,499

 

 

21,643

 

 

(144)

 

 

65,056

 

 

65,360

 

 

(304)

Dealership parts, services and other

 

 

36,504

 

 

36,209

 

 

295

 

 

104,372

 

 

104,219

 

 

153

Retail

 

 

116,664

 

 

116,655

 

 

 9

 

 

292,664

 

 

292,595

 

 

69

Operating and income tax expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

278,329

 

 

278,928

 

 

(599)

 

 

807,738

 

 

808,701

 

 

(963)

Income tax expense

 

 

11,385

 

 

11,271

 

 

114

 

 

30,706

 

 

30,546

 

 

160

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

47,909

 

 

46,940

 

 

969

 

 

147,000

 

 

145,637

 

 

1,363

Less: net income attributable to non-controlling interests

 

 

(33,893)

 

 

(33,262)

 

 

(631)

 

 

(101,772)

 

 

(100,884)

 

 

(888)

Net income attributable to Camping World Holdings, Inc.

 

 

14,016

 

 

13,678

 

 

338

 

 

45,228

 

 

44,753

 

 

475

 

v3.10.0.1
Inventories and Floor Plan Payable (Tables)
9 Months Ended
Sep. 30, 2018
Inventory  
Schedule of inventories

Inventories consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2018

    

2017

Consumer services and plans

 

$

 —

 

$

387

Dealership:

 

 

 

 

 

 

   New RV vehicles

 

 

912,581

 

 

1,113,178

   Used RV vehicles

 

 

121,225

 

 

106,210

   Dealership parts, accessories and miscellaneous

 

 

8,012

 

 

7,802

Retail

 

 

453,223

 

 

188,338

 

 

$

1,495,041

 

$

1,415,915

 

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, 2018 and December 31, 2017 (in thousands):

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2018

    

2017

Floor Plan Facility

 

 

 

 

 

 

Notes payable - floor plan:

 

 

 

 

 

 

Total commitment

 

$

1,415,000

 

$

1,415,000

Less: borrowings, net

 

 

(734,038)

 

 

(974,043)

Less: flooring line aggregate interest reduction account

 

 

(147,481)

 

 

(106,055)

Additional borrowing capacity

 

 

533,481

 

 

334,902

Less: accounts payable for sold inventory

 

 

(59,236)

 

 

(31,311)

Less: purchase commitments

 

 

(39,723)

 

 

(77,144)

Unencumbered borrowing capacity

 

$

434,522

 

$

226,447

 

 

 

 

 

 

 

Revolving line of credit:

 

$

35,000

 

$

35,000

Less borrowings

 

 

(24,403)

 

 

 —

Additional borrowing capacity

 

$

10,597

 

$

35,000

 

 

 

 

 

 

 

Letters of credit:

 

 

 

 

 

 

Total commitment

 

$

15,000

 

$

15,000

Less: outstanding letters of credit

 

 

(9,369)

 

 

(9,369)

Additional letters of credit capacity

 

$

5,631

 

$

5,631

 

v3.10.0.1
Property and Equipment, net (Tables)
9 Months Ended
Sep. 30, 2018
Property and Equipment, net  
Property and Equipment, net

Property and equipment consisted of the following at (in thousands):

 

 

 

 

 

 

 

 

 

    

September 30, 

    

December 31, 

 

 

 

2018

 

2017

 

Land

 

$

69,123

 

$

12,243

 

Buildings and improvements

 

 

56,164

 

 

17,791

 

Leasehold improvements - inclusive of right to use assets

 

 

131,228

 

 

107,354

 

Furniture and equipment

 

 

191,548

 

 

130,204

 

Software

 

 

79,852

 

 

68,087

 

Systems development and construction in progress

 

 

55,807

 

 

34,384

 

 

 

 

583,722

 

 

370,063

 

Less: accumulated depreciation and amortization

 

 

(192,143)

 

 

(172,041)

 

Property and equipment, net

 

$

391,579

 

$

198,022

 

 

v3.10.0.1
Goodwill and Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2018
Goodwill and Intangible Assets  
Changes in goodwill by business line

The following is a summary of changes in the Company’s goodwill by reportable segments for the nine months ended September 30, 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

Services and

 

 

 

 

 

 

 

 

 

    

Plans

    

Retail

    

Dealership

    

Consolidated

Balance as of December 31, 2017

 

$

49,944

 

$

36,467

 

$

261,976

 

$

348,387

Acquisitions (1)

 

 

376

 

 

3,579

 

 

36,745

 

 

40,700

Balance as of September 30, 2018

 

$

50,320

 

$

40,046

 

$

298,721

 

$

389,087


(1)

See Note 11 — Acquisitions.

 

Finite-lived intangible assets and related accumulated amortization

Finite-lived intangible assets and related accumulated amortization consisted of the following at September 30, 2018 and December 31, 2017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

 

Cost or

 

Accumulated

 

 

 

 

   

Fair Value

    

Amortization

    

Net

Consumer Services and Plans:

 

 

 

 

 

 

 

 

 

Membership and customer lists

 

$

9,140

 

$

(6,989)

 

$

2,151

 

 

 

 

 

 

 

 

 

 

Retail:

 

 

 

 

 

 

 

 

 

Customer lists and domain names

 

 

3,915

 

 

(1,805)

 

 

2,110

Trademarks and trade names

 

 

29,304

 

 

(2,365)

 

 

26,939

Websites

 

 

6,074

 

 

(864)

 

 

5,210

 

 

$

48,433

 

$

(12,023)

 

$

36,410

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

Cost or

 

Accumulated

 

 

 

 

    

Fair Value

    

Amortization

    

Net

Consumer Services and Plans:

 

 

 

 

 

 

 

 

 

Membership and customer lists

 

$

8,374

 

$

(6,431)

 

$

1,943

 

 

 

 

 

 

 

 

 

 

Retail:

 

 

 

 

 

 

 

 

 

Customer lists and domain names

 

 

3,915

 

 

(1,048)

 

 

2,867

Trademarks and trade names

 

 

28,987

 

 

(901)

 

 

28,086

Websites

 

 

6,074

 

 

(263)

 

 

5,811

 

 

$

47,350

 

$

(8,643)

 

$

38,707

 

v3.10.0.1
Long-Term Debt (Tables)
9 Months Ended
Sep. 30, 2018
Long-Term Debt.  
Long-Term debt

Long-term debt consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2018

    

2017

Term Loan Facility (1)

 

$

1,161,389

 

$

916,902

Less: current portion

 

 

(11,991)

 

 

(9,465)

 

 

$

1,149,398

 

$

907,437


(1)

Net of $5.6 million and $6.0 million of original issue discount at September 30, 2018 and December 31, 2017, respectively, and $14.1 million and $14.2 million of finance costs at September 30, 2018 and December 31, 2017, respectively.

v3.10.0.1
Right to Use Assets and Liabilities (Tables)
9 Months Ended
Sep. 30, 2018
Right to Use Assets and Liabilities  
Schedule of right to use assets

The Company has included the right to use assets in property and equipment, net, as follows (in thousands):

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2018

    

2017

Right to use assets

 

$

10,673

 

$

10,673

Accumulated depreciation

 

 

(1,120)

 

 

(926)

 

 

$

9,553

 

$

9,747

 

Schedule of future changes in the right to use liability

The following is a schedule by year of the future changes in the right to use liabilities as of September 30, 2018 (in thousands):

 

 

 

 

2018

    

$

218

2019

 

 

486

2020

 

 

486

2021

 

 

487

2022

 

 

487

Thereafter (1)

 

 

13,260

Total minimum lease payments

 

 

15,424

Amounts representing interest

 

 

(5,350)

Present value of net minimum right to use liability payments

 

$

10,074


Includes $4.8 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits to less than two months’ rent.

v3.10.0.1
Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2018
Fair Value Measurements  
Summary of aggregate carrying value and fair value of fixed rate debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value

 

9/30/2018

 

12/31/2017

($ in thousands)

    

Measurement

    

Carrying Value

    

Fair Value

    

Carrying Value

    

Fair Value

Term Loan Facility

 

Level 2

 

$

1,161,389

 

$

1,161,954

 

$

916,902

 

$

953,269

 

v3.10.0.1
Cash Flows (Tables)
9 Months Ended
Sep. 30, 2018
Statements of Cash Flows  
Supplemental disclosures of cash flow information

 

Supplemental disclosures of cash flow information for the following periods (in thousands):

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

September 30, 

 

September 30, 

 

    

2018

    

2017

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

70,326

 

$

47,374

Income taxes

 

 

17,408

 

 

25,660

Non-cash investing activities:

 

 

 

 

 

 

Vehicles transferred to property and equipment from inventory

 

 

780

 

 

1,605

Portion of acquisition purchase price paid through issuance of Class A common stock

 

 

 —

 

 

5,720

Landlord paid tenant improvements on behalf of the Company

 

 

28,431

 

 

857

Derecognition of non-tenant improvements

 

 

7,018

 

 

 —

Capital expenditures in accounts payable and accrued liabilities

 

 

6,051

 

 

6,595

Non-cash financing activities:

 

 

 

 

 

 

Par value of Class A common stock issued in exchange for common units in CWGS, LLC

 

 

 3

 

 

66

Par value of Class A common stock issued for vested restricted stock units

 

 

 1

 

 

 —

Par value of Class A common stock issued for acquisition

 

 

 —

 

 

 1

 

v3.10.0.1
Acquisitions (Tables)
9 Months Ended
Sep. 30, 2018
Assets Or Stock Of Multiple Dealership Locations Acquired  
Acquisitions  
Summary of the purchase price allocations

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

($ in thousands)

    

2018

    

2017

Tangible assets (liabilities) acquired (assumed):

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,648

 

$

 —

Contracts in transit

 

 

103

 

 

 —

Accounts receivable

 

 

103

 

 

1,306

Inventory

 

 

36,257

 

 

98,869

Prepaid expenses and other assets

 

 

79

 

 

 

Property and equipment

 

 

402

 

 

835

Other assets

 

 

48

 

 

72

Accounts payable

 

 

(64)

 

 

 —

Accrued liabilities

 

 

(1,081)

 

 

(3,019)

Deferred revenues and gains

 

 

(168)

 

 

 —

Total tangible net assets acquired

 

 

38,327

 

 

98,063

Intangible assets acquired:

 

 

 

 

 

 

Membership and customer lists

 

 

766

 

 

793

Total intangible assets acquired

 

 

766

 

 

793

Goodwill

 

 

37,145

 

 

143,788

Purchase price

 

 

76,238

 

 

242,644

Cash and cash equivalents acquired

 

 

(2,648)

 

 

 —

Cash paid for acquisition, net of cash acquired

 

 

73,590

 

 

242,644

Inventory purchases financed via floor plan

 

 

(29,365)

 

 

(79,321)

Cash payment net of floor plan financing

 

$

44,225

 

$

163,323

 

Acquisitions Excluding Dealership Locations  
Acquisitions  
Summary of the purchase price allocations

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

($ in thousands)

    

2018

    

2017

Tangible assets (liabilities) acquired (assumed):

 

 

 

 

 

 

Cash and cash equivalents

 

$

 —

 

$

501

Accounts receivable

 

 

 —

 

 

159

Inventory

 

 

4,599

 

 

47,129

Prepaid expenses and other assets

 

 

76

 

 

1,169

Property and equipment

 

 

416

 

 

9,530

Other assets

 

 

 —

 

 

 —

Accounts payable

 

 

 —

 

 

(7,582)

Accrued liabilities

 

 

(359)

 

 

(1,990)

Other liabilities

 

 

 —

 

 

(6,016)

Total tangible net assets acquired

 

 

4,732

 

 

42,900

Intangible assets acquired:

 

 

 

 

 

 

Trademarks and trade names

 

 

318

 

 

28,839

Membership and customer lists

 

 

 —

 

 

500

Websites

 

 

 —

 

 

5,990

Total intangible assets acquired

 

 

318

 

 

35,329

Goodwill

 

 

3,580

 

 

31,509

Purchase price

 

 

8,630

 

 

109,738

Cash and cash equivalents acquired

 

 

 —

 

 

(501)

Contingent consideration unpaid at September 30, 2017

 

 

 —

 

 

(1,021)

Non-cash consideration - Class A shares issued

 

 

 —

 

 

(5,720)

Cash paid for acquisition, net of cash acquired

 

$

8,630

 

$

102,496

 

v3.10.0.1
Non-Controlling Interest (Tables)
9 Months Ended
Sep. 30, 2018
Non-Controlling Interests  
Schedule of effects of change in ownership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30, 

 

September 30, 

($ in thousands)

   

2018

   

2017

   

2018

   

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Camping World Holdings, Inc.

 

$

14,016

 

$

19,589

 

$

45,228

 

$

46,455

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 a public offering

 

 

 —

 

 

 —

 

 

 —

 

 

(87,203)

Decrease in additional paid-in capital as a result of the contribution of Class A common stock to CWGS, LLC for an acquisition by a subsidiary

 

 

 —

 

 

(3,678)

 

 

 —

 

 

(3,678)

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

 

 

(4)

 

 

 —

 

 

(86)

 

 

 —

Increase in additional paid-in capital as a result of the vesting of restricted stock units

 

 

44

 

 

 —

 

 

73

 

 

 —

Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC

 

 

2,485

 

 

13,891

 

 

4,332

 

 

67,471

Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests

 

$

16,541

 

$

29,802

 

$

49,547

 

$

23,045

 

v3.10.0.1
Equity-based Compensation Plans (Tables)
9 Months Ended
Sep. 30, 2018
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)

 

2018

    

2017

    

2018

    

2017

Equity-based compensation expense:

 

 

 

 

 

 

 

 

 

 

 

 

Costs applicable to revenue

 

$

223

 

$

81

 

$

570

 

$

254

Selling, general, and administrative

 

 

3,965

 

 

1,123

 

 

9,965

 

 

2,538

Total equity-based compensation expense

 

$

4,188

 

$

1,204

 

$

10,535

 

$

2,792

 

Summary of stock option activity

 

 

 

 

 

 

 

 

 

 

 

 

Stock Options

 

    

(in thousands)

Outstanding at December 31, 2017

 

 

953

Exercised

 

 

(7)

Forfeited

 

 

(48)

Outstanding at September 30, 2018

 

 

898

Options exercisable at September 30, 2018

 

 

171

 

Summary of restricted stock unit activity

 

 

 

 

 

 

Restricted

 

 

Stock Units

 

    

(in thousands)

Outstanding at December 31, 2017

 

 

1,247

Granted

 

 

725

Vested

 

 

(89)

Forfeited

 

 

(52)

Outstanding at September 30, 2018

 

 

1,831

 

v3.10.0.1
Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2018
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)

 

2018

    

2017

    

2018

    

2017

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

47,909

 

$

83,752

 

$

147,000

 

$

238,468

Less: net income attributable to non-controlling interests

 

 

(33,893)

 

 

(64,163)

 

 

(101,772)

 

 

(192,013)

Net income attributable to Camping World Holdings, Inc. basic

 

 

14,016

 

 

19,589

 

 

45,228

 

 

46,455

Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

 

 

 9

 

 

 —

 

 

 —

 

 

 —

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

 

 

 —

 

 

 —

 

 

61,751

 

 

117,482

Net income attributable to Camping World Holdings, Inc. diluted

 

$

14,025

 

$

19,589

 

$

106,979

 

$

163,937

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding — basic

 

 

37,018

 

 

29,522

 

 

36,933

 

 

23,854

Dilutive options to purchase Class A common stock

 

 

 —

 

 

 —

 

 

104

 

 

 —

Dilutive restricted stock units

 

 

37

 

 

 —

 

 

103

 

 

 —

Dilutive common units of CWGS, LLC that are convertible into Class A common stock

 

 

 —

 

 

 —

 

 

51,751

 

 

62,093

Weighted-average shares of Class A common stock outstanding — diluted

 

 

37,055

 

 

29,522

 

 

88,891

 

 

85,947

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share of Class A common stock — basic

 

$

0.38

 

$

0.66

 

$

1.22

 

$

1.95

Earnings per share of Class A common stock — diluted

 

$

0.38

 

$

0.66

 

$

1.20

 

$

1.91

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

903

 

 

1,063

 

 

611

 

 

1,086

Restricted stock units

 

 

1,639

 

 

362

 

 

851

 

 

246

Common units of CWGS, LLC that are convertible into Class A common stock

 

 

51,708

 

 

58,930

 

 

 —

 

 

 —

 

v3.10.0.1
Segments Information (Tables)
9 Months Ended
Sep. 30, 2018
Segments Information  
Reportable segment revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2018

 

Three Months Ended September 30, 2017

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

 

 

 

 

Intersegment

 

 

 

 

Services

 

 

 

 

 

 

Intersegment

 

 

 

($ in thousands)

 

and Plans(1)

 

Dealership(1)

 

Retail(1)

 

Eliminations

    

Total

    

and Plans(1)

 

Dealership(1)

 

Retail(1)

 

Eliminations

    

Total

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

52,226

 

$

 —

 

$

 —

 

$

(182)

 

$

52,044

 

$

46,342

 

$

 —

 

$

 —

 

$

(173)

 

$

46,169

New vehicles

 

 

 —

 

 

699,263

 

 

 —

 

 

(1,946)

 

 

697,317

 

 

 —

 

 

714,966

 

 

 —

 

 

(1,604)

 

 

713,362

Used vehicles

 

 

 —

 

 

198,555

 

 

 —

 

 

(798)

 

 

197,757

 

 

 —

 

 

188,547

 

 

 —

 

 

(1,084)

 

 

187,463

Dealership parts, services and other

 

 

 —

 

 

71,607

 

 

 —

 

 

 —

 

 

71,607

 

 

 —

 

 

66,847

 

 

 —

 

 

 —

 

 

66,847

Finance and insurance, net

 

 

 —

 

 

112,477

 

 

 —

 

 

(3,018)

 

 

109,459

 

 

 —

 

 

103,135

 

 

 —

 

 

(2,277)

 

 

100,858

Retail

 

 

 —

 

 

 —

 

 

218,977

 

 

(34,434)

 

 

184,543

 

 

 —

 

 

 —

 

 

152,016

 

 

(31,113)

 

 

120,903

Total consolidated revenue

 

$

52,226

 

$

1,081,902

 

$

218,977

 

$

(40,378)

 

$

1,312,727

 

$

46,342

 

$

1,073,495

 

$

152,016

 

$

(36,251)

 

$

1,235,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2018

 

Nine Months Ended September 30, 2017

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

 

 

 

 

Intersegment

 

 

 

 

Services

 

 

 

 

 

 

Intersegment

 

 

 

($ in thousands)

 

and Plans(1)

 

Dealership(1)

 

Retail(1)

 

Eliminations

    

Total

    

and Plans(1)

 

Dealership(1)

 

Retail(1)

 

Eliminations

    

Total

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

160,509

 

$

 —

 

$

 —

 

$

(1,909)

 

$

158,600

 

$

145,932

 

$

 —

 

$

 —

 

$

(1,414)

 

$

144,518

New vehicles

 

 

 —

 

 

2,090,364

 

 

 —

 

 

(6,018)

 

 

2,084,346

 

 

 —

 

 

1,982,644

 

 

 —

 

 

(5,172)

 

 

1,977,472

Used vehicles

 

 

 —

 

 

582,816

 

 

 —

 

 

(2,322)

 

 

580,494

 

 

 —

 

 

531,324

 

 

 —

 

 

(2,427)

 

 

528,897

Dealership parts, services and other

 

 

 —

 

 

210,024

 

 

 —

 

 

 —

 

 

210,024

 

 

 —

 

 

185,586

 

 

 —

 

 

 —

 

 

185,586

Finance and insurance, net

 

 

 —

 

 

334,288

 

 

 —

 

 

(8,920)

 

 

325,368

 

 

 —

 

 

273,222

 

 

 —

 

 

(6,015)

 

 

267,207

Retail

 

 

 —

 

 

 —

 

 

557,465

 

 

(96,828)

 

 

460,637

 

 

 —

 

 

 —

 

 

381,449

 

 

(88,866)

 

 

292,583

Total consolidated revenue

 

$

160,509

 

$

3,217,492

 

$

557,465

 

$

(115,997)

 

$

3,819,469

 

$

145,932

 

$

2,972,776

 

$

381,449

 

$

(103,894)

 

$

3,396,263

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)

Segment revenue includes intersegment revenue.

Reportable segment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30, 

 

September 30, 

 

September 30, 

 

September 30, 

($ in thousands)

   

2018

   

2017

   

2018

   

2017

Segment income:(1)

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

26,018

 

$

21,675

 

$

81,732

 

$

71,887

Dealership

 

 

85,529

 

 

97,116

 

 

262,215

 

 

259,710

Retail

 

 

(20,674)

 

 

(5,122)

 

 

(79,668)

 

 

(4,531)

Total segment income

 

 

90,873

 

 

113,669

 

 

264,279

 

 

327,066

Corporate & other

 

 

(1,606)

 

 

(2,037)

 

 

(4,570)

 

 

(6,461)

Depreciation and amortization

 

 

(13,179)

 

 

(8,382)

 

 

(34,207)

 

 

(22,819)

Other interest expense, net

 

 

(16,794)

 

 

(11,012)

 

 

(45,740)

 

 

(30,973)

Tax Receivable Agreement liability adjustment

 

 

 —

 

 

(96)

 

 

 —

 

 

(79)

Loss and expense on debt restructure

 

 

 —

 

 

 —

 

 

(2,056)

 

 

 —

Income before income taxes

 

$

59,294

 

$

92,142

 

$

177,706

 

$

266,734


(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)

 

2018

    

2017

    

2018

    

2017

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

951

 

$

888

 

$

2,546

 

 

2,889

Dealership

 

 

3,975

 

 

3,466

 

 

11,676

 

 

10,130

Retail

 

 

8,058

 

 

3,800

 

 

19,790

 

 

9,457

Subtotal

 

 

12,984

 

 

8,154

 

 

34,012

 

 

22,476

Corporate & other

 

 

195

 

 

228

 

 

195

 

 

343

Total depreciation and amortization

 

$

13,179

 

$

8,382

 

$

34,207

 

$

22,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30, 

 

September 30, 

 

September 30, 

 

September 30, 

($ in thousands)

    

2018

    

2017

    

2018

    

2017

Other interest expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

Consumer services and plans

 

$

 1

 

$

 1

 

$

(1)

 

$

 5

Dealership

 

 

1,183

 

 

876

 

 

3,626

 

 

2,916

Retail

 

 

178

 

 

547

 

 

558

 

 

1,459

Subtotal

 

 

1,362

 

 

1,424

 

 

4,183

 

 

4,380

Corporate & other

 

 

15,432

 

 

9,588

 

 

41,557

 

 

26,593

Total interest expense

 

$

16,794

 

$

11,012

 

$

45,740

 

$

30,973

 

Reportable segment assets

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

($ in thousands)

    

2018

    

2017

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Consumer services and plans

 

$

140,992

 

$

180,295

Dealership

 

 

1,685,916

 

 

1,715,084

Retail

 

 

775,383

 

 

363,451

Subtotal

 

 

2,602,291

 

 

2,258,830

Corporate & other

 

 

224,807

 

 

302,647

Total assets 

 

$

2,827,098

 

$

2,561,477

 

v3.10.0.1
Summary of Significant Accounting Policies - Description of Business (Details)
$ in Thousands
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2018
Oct. 06, 2016
Sep. 30, 2018
store
segment
Jun. 30, 2018
segment
Sep. 30, 2018
USD ($)
store
Sep. 30, 2017
USD ($)
Dec. 31, 2017
Apr. 19, 2018
store
Jan. 30, 2018
store
May 26, 2017
store
May 25, 2017
store
Segments Information                      
Number of reportable segments | segment     3 2              
Number of Camping World retail locations     227   227            
Number of stores related to RV products, parts and services     129   129            
Cash flow statements                      
Net cash provided by operating activities | $         $ 251,058 $ 173,352          
Net cash used in investing activities | $         $ (286,784) (401,325)          
Adjustment                      
Cash flow statements                      
Net cash provided by operating activities | $           (3,800)          
Net cash used in investing activities | $           $ (3,800)          
New and used RVs, financing, and other ancillary services, protection plans, and products for the RV purchaser                      
Segments Information                      
Number of locations related to RV purchasers and outdoor enthusiasts     136   136            
Retail                      
Segments Information                      
Number of stores closed         2            
Gander Mountain                      
Segments Information                      
Number of stores closed         1            
Number of Camping World retail locations                     160
Number of Gander Outdoors stores     61   61            
Gander Mountain | Outdoor Products and Services                      
Segments Information                      
Number of Gander Outdoors stores     55   55            
Gander Mountain | Retail                      
Segments Information                      
Number of stores converted         3            
TheHouse.com                      
Segments Information                      
Number of locations related to skiing, snowboarding, bicycling and skateboarding products     2   2            
W82                      
Segments Information                      
Number of stores related to skiing, snowboarding, and skateboarding products     2   2            
Uncle Dan's                      
Segments Information                      
Number of locations related to outdoor products and services     6   6            
Overton's                      
Segments Information                      
Number of stores closed         2            
Number of Camping World retail locations                   2  
Number of locations related to marine and water sports products     1   1            
Number of stores converted         1            
Erehwon                      
Segments Information                      
Number of locations related to outdoor gear and apparel                 4    
Rock Creek                      
Segments Information                      
Number of stores related to outdoor gear for kayaking, rock climbing, camping and hiking.               7      
CWH | CWGS, LLC                      
Segments Information                      
Ownership interest 41.80% 22.60%     41.80%   41.50%        
v3.10.0.1
Revenue - ASC 606 - Cumulative effect and consolidated Balance Sheet (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
Assets      
Accounts receivable, net $ 100,071 $ 86,011 $ 79,881
Inventories 1,495,041 1,410,773 1,415,915
Prepaid expenses and other assets 36,637 37,229 32,721
Deferred tax assets, net 145,751 155,248 155,551
Liabilities      
Accrued liabilities 143,792 102,950 101,929
Deferred revenues and gains, current 92,391 78,526 77,669
Deferred revenues and gains, non-current 69,223 63,590 64,061
Stockholders' equity:      
Retained earnings 35,730 7,502 6,192
Non-controlling interests 52,276 36,808 $ 34,332
Balances Without Adoption of ASC 606      
Assets      
Accounts receivable, net 93,456    
Inventories 1,501,772    
Prepaid expenses and other assets 29,623    
Deferred tax assets, net 146,054    
Liabilities      
Accrued liabilities 142,640    
Deferred revenues and gains, current 91,440    
Deferred revenues and gains, non-current 69,880    
Stockholders' equity:      
Retained earnings 33,945    
Non-controlling interests 48,912    
Effect of Change Higher/(Lower)      
Assets      
Accounts receivable, net 6,615 6,130  
Inventories (6,731) (5,142)  
Prepaid expenses and other assets 7,014 4,508  
Deferred tax assets, net (303) (303)  
Liabilities      
Accrued liabilities 1,152 1,021  
Deferred revenues and gains, current 951 857  
Deferred revenues and gains, non-current (657) (471)  
Stockholders' equity:      
Retained earnings 1,785 1,310  
Non-controlling interests $ 3,364 $ 2,476  
v3.10.0.1
Revenue - ASC 606 - Statement of Operation (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Jan. 01, 2018
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Capitalized costs $ 5,800   $ 5,800   $ 4,400
Operating and income tax expenses          
Selling, general, and administrative 278,329 $ 236,174 807,738 $ 640,108  
Income tax expense 11,385 8,390 30,706 28,266  
Net income          
Net income 47,909 83,752 147,000 238,468  
Less: net income attributable to non-controlling interests (33,893) (64,163) (101,772) (192,013)  
Net income attributable to Camping World Holdings, Inc. 14,016 19,589 45,228 46,455  
RV Service | Accounts Receivable          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Contract asset 6,800   6,800   $ 6,300
Class A common stock          
Net income          
Net income 47,909 83,752 147,000 238,468  
Less: net income attributable to non-controlling interests $ (33,893) $ (64,163) $ (101,772) $ (192,013)  
Basic $ 0.38 $ 0.66 $ 1.22 $ 1.95  
Diluted $ 0.38 $ 0.66 $ 1.20 $ 1.91  
Consumer Services and Plans          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Revenue $ 52,044   $ 158,600    
Costs applicable to revenue 21,499   65,056    
Dealership | Dealership parts, services and other          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Revenue 71,607   210,024    
Costs applicable to revenue 36,504   104,372    
Retail          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Revenue 184,543   460,637    
Costs applicable to revenue 116,664   292,664    
Balances Without Adoption of ASC 606          
Operating and income tax expenses          
Selling, general, and administrative 278,928   808,701    
Income tax expense 11,271   30,546    
Net income          
Net income 46,940   145,637    
Less: net income attributable to non-controlling interests (33,262)   (100,884)    
Net income attributable to Camping World Holdings, Inc. $ 13,678   $ 44,753    
Balances Without Adoption of ASC 606 | Class A common stock          
Net income          
Basic $ 0.37   $ 1.21    
Diluted $ 0.37   $ 1.20    
Balances Without Adoption of ASC 606 | Consumer Services and Plans          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Revenue $ 52,046   $ 158,637    
Costs applicable to revenue 21,643   65,360    
Balances Without Adoption of ASC 606 | Dealership | Dealership parts, services and other          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Revenue 70,942   209,634    
Costs applicable to revenue 36,209   104,219    
Balances Without Adoption of ASC 606 | Retail          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Revenue 184,562   460,512    
Costs applicable to revenue 116,655   292,595    
Effect of Change Higher/(Lower)          
Operating and income tax expenses          
Selling, general, and administrative (599)   (963)    
Income tax expense 114   160    
Net income          
Net income 969   1,363    
Less: net income attributable to non-controlling interests (631)   (888)    
Net income attributable to Camping World Holdings, Inc. 338   475    
Effect of Change Higher/(Lower) | Consumer Services and Plans          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Revenue (2)   (37)    
Costs applicable to revenue (144)   (304)    
Effect of Change Higher/(Lower) | Dealership | Dealership parts, services and other          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Revenue 665   390    
Costs applicable to revenue 295   153    
Effect of Change Higher/(Lower) | Retail          
Impact of the adoption of ASC 606 on the consolidated statement of operations          
Revenue (19)   125    
Costs applicable to revenue $ 9   $ 69    
v3.10.0.1
Revenue - Revenue Recognition (Details)
$ in Millions
9 Months Ended
Sep. 30, 2018
USD ($)
Revenue  
Lifetime membership period 18 years
Deferred Revenues  
Revenues recognized that were included in the deferred revenue balance $ 64.8
v3.10.0.1
Revenue - Performance Obligation (Details)
$ in Thousands
Sep. 30, 2018
USD ($)
Revenue  
Revenue, Remaining Performance Obligation, Amount $ 151,032
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01  
Revenue  
Revenue, Remaining Performance Obligation, Amount $ 37,322
Performance obligation  
Unsatisfied performance obligation, period 3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01  
Revenue  
Revenue, Remaining Performance Obligation, Amount $ 62,679
Performance obligation  
Unsatisfied performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01  
Revenue  
Revenue, Remaining Performance Obligation, Amount $ 24,151
Performance obligation  
Unsatisfied performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue  
Revenue, Remaining Performance Obligation, Amount $ 11,738
Performance obligation  
Unsatisfied performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01  
Revenue  
Revenue, Remaining Performance Obligation, Amount $ 6,046
Performance obligation  
Unsatisfied performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue  
Revenue, Remaining Performance Obligation, Amount $ 9,096
Performance obligation  
Unsatisfied performance obligation, period
v3.10.0.1
Revenue - Practical Expedients and Exemptions (Details)
9 Months Ended
Sep. 30, 2018
Revenue  
Period of time between payment and transfer of the promised goods or services, amount of consideration for the effects of a significant financing component if the Company expects, at contract inception. true
Amortization period of those otherwise capitalized sales commissions when incurred true
Unsatisfied performance obligations for revenue streams with an original expected length true
v3.10.0.1
Inventories and Floor Plan Payable - Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
Inventories      
Inventories $ 1,495,041 $ 1,410,773 $ 1,415,915
Consumer Services and Plans      
Inventories      
Inventories     387
New RV vehicles      
Inventories      
Inventories 912,581   1,113,178
Used RV vehicles      
Inventories      
Inventories 121,225   106,210
Dealership parts, services and other      
Inventories      
Inventories 8,012   7,802
Retail      
Inventories      
Inventories $ 453,223   $ 188,338
v3.10.0.1
Inventories and Floor Plan Payable - Floor Plan Payable (Details)
$ in Thousands
9 Months Ended 12 Months Ended
Jul. 01, 2016
USD ($)
Sep. 30, 2018
USD ($)
Dec. 31, 2017
USD ($)
Dec. 12, 2017
USD ($)
Jun. 30, 2016
USD ($)
Floor Plan Facility          
Floor Plan Payable          
Maximum borrowing capacity   $ 1,415,000 $ 1,415,000 $ 1,415,000  
Quarterly reduction in maximum borrowing capacity       1,750  
Letters of credit | Floor Plan Facility          
Floor Plan Payable          
Maximum borrowing capacity       15,000  
Line of Credit | Floor Plan Facility          
Floor Plan Payable          
Maximum borrowing capacity   $ 35,000 $ 35,000 $ 35,000  
Line of Credit | Notes Payable to Banks | Floor Plan Facility          
Floor Plan Payable          
Maximum borrowing capacity $ 1,180,000       $ 880,000
Line of Credit | Notes Payable to Banks | Floor Plan Facility | London Interbank Offered Rate (LIBOR)          
Floor Plan Payable          
Variable rate spread (as a percent)     2.15%    
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR)          
Floor Plan Payable          
Variable rate spread (as a percent)   2.05%      
Variable rate basis (as a percent)   2.10 1.36    
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | Minimum          
Floor Plan Payable          
Variable rate spread (as a percent) 2.05%        
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | London Interbank Offered Rate (LIBOR) | Maximum          
Floor Plan Payable          
Variable rate spread (as a percent) 2.50%        
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Minimum          
Floor Plan Payable          
Variable rate spread (as a percent) 0.55%        
Line of Credit | Notes Payable to Banks | Floor Plan Facility, floor plan notes | Base Rate | Maximum          
Floor Plan Payable          
Variable rate spread (as a percent) 1.00%        
v3.10.0.1
Inventories and Floor Plan Payable - Floor Plan Outstanding (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2018
Dec. 31, 2017
Dec. 12, 2017
Floor Plan Payable      
Less: borrowings $ (24,403)    
Floor Plan Facility      
Floor Plan Payable      
Total commitment 1,415,000 $ 1,415,000 $ 1,415,000
Less: borrowings, net (734,038) (974,043)  
Less: flooring line aggregate interest reduction account (147,481) (106,055)  
Additional borrowing capacity 533,481 334,902  
Less: accounts payable for sold inventory (59,236) (31,311)  
Less: purchase commitments (39,723) (77,144)  
Unencumbered borrowing capacity 434,522 226,447  
Line of Credit | Floor Plan Facility      
Floor Plan Payable      
Total commitment 35,000 35,000 $ 35,000
Less: borrowings (24,403)    
Additional borrowing capacity 10,597 35,000  
Letters of credit | Floor Plan Facility      
Floor Plan Payable      
Total commitment 15,000 15,000  
Less: outstanding letters of credit (9,369) (9,369)  
Additional borrowing capacity $ 5,631 $ 5,631  
v3.10.0.1
Property and Equipment, net (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Property and Equipment, net    
Property and equipment, gross $ 583,722 $ 370,063
Less: accumulated depreciation and amortization (192,143) (172,041)
Property and equipment, net 391,579 198,022
Adjustment    
Property and Equipment, net    
Property and equipment, gross   10,200
Less: accumulated depreciation and amortization   (10,200)
Land    
Property and Equipment, net    
Property and equipment, gross 69,123 12,243
Buildings and improvements    
Property and Equipment, net    
Property and equipment, gross 56,164 17,791
Leasehold improvements - inclusive of right to use assets    
Property and Equipment, net    
Property and equipment, gross 131,228 107,354
Furniture and equipment    
Property and Equipment, net    
Property and equipment, gross 191,548 130,204
Software    
Property and Equipment, net    
Property and equipment, gross 79,852 68,087
Systems development and construction in progress    
Property and Equipment, net    
Property and equipment, gross $ 55,807 $ 34,384
v3.10.0.1
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Goodwill    
Balance $ 348,387  
Acquisitions 40,700  
Balance 389,087  
Impairment of goodwill 0 $ 0
Consumer Services and Plans    
Goodwill    
Balance 49,944  
Acquisitions 376  
Balance 50,320  
Retail    
Goodwill    
Balance 36,467  
Acquisitions 3,579  
Balance 40,046  
Dealership    
Goodwill    
Balance 261,976  
Acquisitions 36,745  
Balance $ 298,721  
v3.10.0.1
Goodwill and Intangible Assets - Finite-lived Intangible Assets and Related Accumulated Amortization (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2018
Dec. 31, 2017
Intangible Assets    
Cost or Fair Value $ 48,433 $ 47,350
Accumulated Amortization (12,023) (8,643)
Net $ 36,410 38,707
Membership and customer lists | Weighted Average    
Intangible Assets    
Useful lives (in years) 5 years  
Trademarks and trade names    
Intangible Assets    
Useful lives (in years) 15 years  
Websites    
Intangible Assets    
Useful lives (in years) 10 years  
Consumer Services and Plans | Membership and customer lists    
Intangible Assets    
Cost or Fair Value $ 9,140 8,374
Accumulated Amortization (6,989) (6,431)
Net 2,151 1,943
Retail | Customer lists and domain names    
Intangible Assets    
Cost or Fair Value 3,915 3,915
Accumulated Amortization (1,805) (1,048)
Net 2,110 2,867
Retail | Trademarks and trade names    
Intangible Assets    
Cost or Fair Value 29,304 28,987
Accumulated Amortization (2,365) (901)
Net 26,939 28,086
Retail | Websites    
Intangible Assets    
Cost or Fair Value 6,074 6,074
Accumulated Amortization (864) (263)
Net $ 5,210 $ 5,811
v3.10.0.1
Long-Term Debt - Tabular Disclosure (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Long-Term Debt    
Term Loan Facility $ 1,161,389 $ 916,902
Less: current portion (11,991) (9,465)
Long-term debt, net of current maturities 1,149,398 907,437
Unamortized discount 5,600 6,000
Finance costs $ 14,100 $ 14,200
v3.10.0.1
Long-Term Debt - Borrowings (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended 9 Months Ended
Mar. 28, 2018
Oct. 06, 2017
Mar. 17, 2017
Nov. 08, 2016
Dec. 31, 2017
Sep. 30, 2017
Sep. 30, 2018
Long-Term Debt              
Debt Instrument, Unamortized Discount         $ 6.0   $ 5.6
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility              
Long-Term Debt              
Maximum borrowing capacity     $ 740.0 $ 680.0      
Maximum borrowing capacity, increase in capacity     $ 95.0        
Mandatory amortization of new credit facility (as a percent)       1.00%      
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility              
Long-Term Debt              
Maximum borrowing capacity $ 1,190.0 $ 939.5   $ 645.0      
Term       7 years      
Maximum borrowing capacity, increase in capacity $ 250.0 205.0          
Mandatory amortization of new credit facility (as a percent) 1.01%            
Principal payment frequency       quarterly      
Quarterly amortization payment $ 3.0 $ 2.4          
Secured Debt | Revolving Credit Facility              
Long-Term Debt              
Quarterly amortization payment         $ 2.4 $ 1.9 $ 3.0
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Term Loan Facility              
Long-Term Debt              
Term       5 years      
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility              
Long-Term Debt              
Maximum borrowing capacity       $ 35.0      
v3.10.0.1
Long-Term Debt - Interest, Fees, and Principal Payments (Details) - Secured Debt
$ in Millions
9 Months Ended
Apr. 06, 2018
Mar. 28, 2018
USD ($)
Mar. 27, 2018
Oct. 06, 2017
Nov. 08, 2016
Sep. 30, 2017
Sep. 30, 2018
Sep. 27, 2018
Sep. 26, 2018
Dec. 31, 2017
USD ($)
Line of Credit                    
Long-Term Debt                    
Reduction in variable rate spread (as a percent)   25.00%                
Line of Credit | Interest on Debt Instrument, Option One                    
Long-Term Debt                    
Variable rate basis floor (as a percent)   1.75% 2.00%              
Variable rate spread (as a percent)       2.00%   2.75%        
Line of Credit | Interest on Debt Instrument, Option Two | London Interbank Offered Rate (LIBOR)                    
Long-Term Debt                    
Variable rate spread (as a percent)   2.75% 3.00% 3.00%   3.75%        
Line of Credit | Existing Senior Secured Credit Facility | Maximum                    
Long-Term Debt                    
Leverage ratio                   1.50
Line of Credit | Existing Senior Secured Credit Facility | Leverage Ratio, First Period of Time                    
Long-Term Debt                    
Leverage ratio               3.75 3.00  
Line of Credit | Existing Senior Secured Credit Facility | Leverage Ratio, Second Period of Time                    
Long-Term Debt                    
Leverage ratio               3.50 2.75  
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility                    
Long-Term Debt                    
Prepayment requirement as a percentage of excess cash flow (as a percent)             50.00%      
Prepayment requirement as a percentage of excess cash flow, reduced amount (as a percent)             25.00%      
Excess cash flow offer                   $ 0.0
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Minimum                    
Long-Term Debt                    
Leverage ratio             1.50      
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Maximum                    
Long-Term Debt                    
Leverage ratio             2.00      
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option One | London Interbank Offered Rate (LIBOR)                    
Long-Term Debt                    
Variable rate basis floor (as a percent) 0.75%                  
Variable rate spread (as a percent) 2.75%                  
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option Two                    
Long-Term Debt                    
Alternate base rate (as a percent) 1.75%                  
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option Two | One Month Adjusted London Interbank Offer Rate                    
Long-Term Debt                    
Variable rate basis floor (as a percent) 1.75%                  
Variable rate spread (as a percent) 1.00%                  
Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility | Interest on Debt Instrument, Option Two | Federal Funds Effective Rate                    
Long-Term Debt                    
Variable rate spread (as a percent) 0.50%                  
Revolving Credit Facility                    
Long-Term Debt                    
Commitment fee (as a percent)         0.50%          
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility                    
Long-Term Debt                    
Amount subtracted from aggregate borrowings in determing compliance with the total leverage ratio   $ 5.0                
The minimum percentage of the aggregate amount of the revolving lenders? revolving commitments   30.00%                
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option One                    
Long-Term Debt                    
Variable rate basis floor (as a percent) 0.75%                  
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Minimum                    
Long-Term Debt                    
Variable rate spread (as a percent) 2.25%                  
Alternate base rate (as a percent) 3.25%                  
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Maximum                    
Long-Term Debt                    
Variable rate spread (as a percent) 2.50%                  
Alternate base rate (as a percent) 3.50%                  
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | One Month Adjusted London Interbank Offer Rate                    
Long-Term Debt                    
Variable rate spread (as a percent) 1.00%                  
Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility | Interest on Debt Instrument, Option Two | Federal Funds Effective Rate                    
Long-Term Debt                    
Variable rate spread (as a percent) 0.50%                  
v3.10.0.1
Long-Term Debt - General Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Nov. 08, 2016
Long-Term Debt      
Amount outstanding $ 1,161,389 $ 916,902  
Secured Debt | Line of Credit | Existing Senior Secured Credit Facility, Term Loan Facility      
Long-Term Debt      
Average interest rate (as a percent) 4.87%    
Amount outstanding $ 1,181,100 937,100  
Secured Debt | Revolving Credit Facility | Existing Senior Secured Credit Facility, Revolving Credit Facility      
Long-Term Debt      
Maximum amount allocated to letters of credit     $ 15,000
Available borrowings 32,200 31,800  
Amount outstanding 0 0  
Secured Debt | Letters of credit | Senior Secured Credit Facility, Letters of Credit      
Long-Term Debt      
Available borrowings $ 2,800 $ 3,200  
v3.10.0.1
Right to Use Assets and Liabilities - Right to Use Assets (Details) - Right To Use Assets - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Right to Use Assets    
Right to use assets $ 10,673 $ 10,673
Accumulated depreciation (1,120) (926)
Total $ 9,553 $ 9,747
v3.10.0.1
Right to Use Assets and Liabilities - Future Changes in the Right to Use Liabilities (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2018
USD ($)
lease
Right to Use Liabilities  
Scheduled derecognition of right to use liability due to reductions in the lease deposit to less than two months rent $ 4,800
Number of month's rent the lease deposit is less than | lease 2
Right to Use Liabilities  
Right to Use Liabilities  
2018 $ 218
2019 486
2020 486
2021 487
2022 487
Thereafter 13,260
Total minimum lease payments 15,424
Amounts representing interest (5,350)
Present value of net minimum right to use liability payments $ 10,074
v3.10.0.1
Fair Value Measurements (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2018
Dec. 31, 2017
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
Carrying Value    
Fair Value Measurements    
Term Loan Facility 1,161,389 916,902
Level 2 | Fair Value    
Fair Value Measurements    
Term Loan Facility $ 1,161,954 $ 953,269
v3.10.0.1
Cash Flows (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Cash paid during the period for:    
Interest $ 70,326 $ 47,374
Income taxes (17,408) (25,660)
Non-cash investing activities:    
Vehicles transferred to property and equipment from inventory 780 1,605
Portion of acquisition purchase price paid through issuance of Class A common stock   5,720
Landlord paid tenant improvements on behalf of the Company 28,431 857
Derecognition of non-tenant improvements 7,018  
Capital expenditures in accounts payable and accrued liabilities 6,051 6,595
Non-cash financing activities:    
Pa value of Class A common stock issued in exchange for common units in CWGS, LLC 3 66
Par value of Class A common stock issued for vested restricted stock units $ 1  
Par value of Class A common stock issued for acquisition   $ 1
v3.10.0.1
Acquisitions - Assets (Liabilities) Acquired (Assumed) at Fair Value (Details) - USD ($)
$ in Thousands
9 Months Ended
Aug. 17, 2017
May 26, 2017
Sep. 30, 2018
Sep. 30, 2017
Dec. 31, 2017
Assets (liabilities) acquired (assumed) at fair value:          
Goodwill     $ 389,087   $ 348,387
Cash paid for acquisition, net of cash acquired     $ 82,195 $ 345,140  
Trademarks and trade names          
Assets (liabilities) acquired (assumed) at fair value:          
Estimated life (in years)     15 years    
Websites          
Assets (liabilities) acquired (assumed) at fair value:          
Estimated life (in years)     10 years    
Assets Or Stock Of Multiple Dealership Locations Acquired          
Assets (liabilities) acquired (assumed) at fair value:          
Cash and cash equivalents     $ 2,648    
Contracts in Transit     103    
Accounts receivable     103 1,306  
Inventory     36,257 98,869  
Prepaid expenses and other assets     79    
Property and equipment     402 835  
Other assets     48 72  
Accounts payable     (64)    
Accrued liabilities     (1,081) (3,019)  
Deferred revenues and gains     (168)    
Total tangible net assets acquired     38,327 98,063  
Intangible assets acquired     766 793  
Goodwill     37,145 143,788  
Purchase price     76,238 242,644  
Cash and cash equivalents acquired     (2,648)    
Cash paid for acquisition, net of cash acquired     73,590 242,644  
Inventory purchases financed via floor plan     (29,365) (79,321)  
Cash payment net of floor plan financing     44,225 163,323  
Assets Or Stock Of Multiple Dealership Locations Acquired | Membership and customer lists          
Assets (liabilities) acquired (assumed) at fair value:          
Intangible assets acquired     766 793  
Gander Mountain and Overton's          
Assets (liabilities) acquired (assumed) at fair value:          
Purchase Price   $ 35,400      
TheHouse.com          
Assets (liabilities) acquired (assumed) at fair value:          
Non-cash consideration $ (5,700)        
Outdoor and Activity Sports Retail Businesses          
Assets (liabilities) acquired (assumed) at fair value:          
Cash and cash equivalents       501  
Accounts receivable       159  
Inventory     4,599 47,129  
Prepaid expenses and other assets     76 1,169  
Property and equipment     416 9,530  
Accounts payable       (7,582)  
Accrued liabilities     (359) (1,990)  
Other liabilities       (6,016)  
Total tangible net assets acquired     4,732 42,900  
Intangible assets acquired     318 35,329  
Goodwill     3,580 31,509  
Purchase price     8,630 109,738  
Cash and cash equivalents acquired       (501)  
Cash paid for acquisition, net of cash acquired     8,630 102,496  
Non-cash consideration       (5,720)  
Contingent consideration unpaid at June 30, 2017       (1,021)  
Outdoor and Activity Sports Retail Businesses | Membership and customer lists          
Assets (liabilities) acquired (assumed) at fair value:          
Intangible assets acquired       500  
Outdoor and Activity Sports Retail Businesses | Trademarks and trade names          
Assets (liabilities) acquired (assumed) at fair value:          
Intangible assets acquired     $ 318 28,839  
Outdoor and Activity Sports Retail Businesses | Websites          
Assets (liabilities) acquired (assumed) at fair value:          
Intangible assets acquired       $ 5,990  
v3.10.0.1
Acquisitions - Narrative (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Acquisitions    
Real properties purchased $ 100.1 $ 16.8
Real properties purchased from parties related to the sellers of the dealership businesses 23.6 12.8
Goodwill for tax purposes 3.6 6.2
Assets Or Stock Of Multiple Dealership Locations Acquired    
Acquisitions    
Goodwill for tax purposes 20.7 143.8
Revenue 55.1 210.7
Pre-tax income (loss) 3.5 13.8
Gander Mountain and Overton's    
Acquisitions    
Revenue   26.0
Pre-tax income (loss)   $ 11.5
Erehwon and Rock Creek    
Acquisitions    
Revenue 10.4  
Pre-tax income (loss) $ 0.4  
v3.10.0.1
Acquisitions - Purchase Price (Details)
$ in Millions
9 Months Ended
Apr. 19, 2018
USD ($)
Jan. 30, 2018
USD ($)
Sep. 22, 2017
USD ($)
Aug. 17, 2017
USD ($)
May 26, 2017
USD ($)
store
lease
Sep. 30, 2018
store
May 25, 2017
store
Acquisitions              
Number of locations | store           227  
Gander Mountain and Overton's              
Acquisitions              
Purchase Price         $ 35.4    
Liability incurred/extinguished with acquisition         $ 1.0    
Gander Mountain              
Acquisitions              
Number of locations | store             160
Number of stores rebranded as Gander Outdoors | store           61  
Number of stores closed | store           1  
Number of stores to be rebranded to Gander Outdoors | store           9  
Overton's              
Acquisitions              
Number of locations | store         2    
Number of stores closed | store           2  
TheHouse.com              
Acquisitions              
Liability incurred/extinguished with acquisition       $ 35.3      
Cash paid for acquisition       30.0      
Non-cash consideration - Class A shares issued       $ 5.7      
W82              
Acquisitions              
Cash paid for acquisition     $ 0.6        
Extinguishment of debt     $ 1.5        
Erehwon              
Acquisitions              
Cash paid for acquisition   $ 3.5          
Rock Creek              
Acquisitions              
Cash paid for acquisition $ 5.2            
Minimum | Gander Mountain              
Acquisitions              
Number of retail leases | lease         15    
v3.10.0.1
Income Taxes - Federal Tax purpose (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2018
Oct. 06, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Dec. 31, 2017
U.S. Federal income tax rate (as a percent)       35.00% 21.00%   35.00%
Deferred tax expense         $ (1,400)   $ 118,400
Decrease in effective income tax rate     1.88%   (0.81%)    
Increase in income tax receivable         $ 6,500    
Increase in tax receivable agreement liability         2,000    
Decrease in deferred tax assets         $ 2,200    
Effective tax rate     19.20% 9.10% 17.30% 10.60%  
Uncertain tax positions     $ 300   $ 300   0
Interest or penalties relating to income taxes     100 $ 0      
Current portion of liabilities under tax receivable agreement     $ 10,404   $ 10,404   $ 8,093
Tax receivable agreement              
Expected future tax benefits retained by the Company (as a percent)   15.00%          
Tax receivable agreement | Continuing Equity Owners and Crestview partners II GP LP              
Payment, as percent of tax benefits (as a percent)   85.00%          
CWGS, LLC | Tax receivable agreement              
Units issued in exchange         215,486 6,525,610  
CWH | CWGS, LLC              
Ownership interest 41.80% 22.60%     41.80%   41.50%
Units held     37,056,971   37,056,971   36,749,072
Crestview Partners II GP LP | Tax receivable agreement              
Liability under tax receivable agreement     $ 133,700   $ 133,700   $ 137,700
Current portion of liabilities under tax receivable agreement     $ 10,400   $ 10,400   $ 8,100
v3.10.0.1
Related Party Transactions (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Related party transactions        
Cash distribution to members     $ 98,347,000 $ 124,996,000
Stephen Adams        
Related party transactions        
Related party expense     200,000 0
Payments to related party for purchasing advertising services $ 0 $ 0    
Cumulus Media        
Related party transactions        
Related party expense 100,000 400,000 200,000 400,000
Kaplan, Strangis and Kaplan PA        
Related party transactions        
Related party expense     200,000 300,000
Related Party Agreement | Precise Graphix        
Related party transactions        
Related party expense 800,000 500,000 4,400,000 1,700,000
FreedomRoads | Lease Agreement | Managers and Officers        
Related party transactions        
Related party expense $ 500,000 500,000 $ 1,500,000 1,400,000
FreedomRoads | Lease Agreement | Mr. Lemonis | Original Lease        
Related party transactions        
Initial term of lease 132 months   132 months  
Base rent $ 29,000   $ 29,000  
Lease payments 180,000 193,000 512,000 546,000
Common area maintenance payments $ 79,000 94,000 $ 212,000 252,000
FreedomRoads | Lease Agreement | Mr. Lemonis | Expansion Lease        
Related party transactions        
Initial term of lease 132 months   132 months  
Base rent $ 2,500   $ 2,500  
Lease payments 9,000 8,000 $ 26,000 25,000
Mr. Lemonis | Precise Graphix        
Related party transactions        
Economic interest (as a percent)     33.00%  
Mr. Lemonis | JD Custom | Mr. Lemonis        
Related party transactions        
Related party expense $ 100,000 $ 0 $ 400,000 $ 0
Economic interest (as a percent)     52.00%  
Stephen Adams | Adams Radio | Stephen Adams        
Related party transactions        
Indirect interest 90.00%   90.00%  
v3.10.0.1
Stockholders' Equity - (Details)
1 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2018
Nov. 01, 2017
USD ($)
shares
Oct. 30, 2017
USD ($)
$ / shares
shares
Jun. 09, 2017
USD ($)
shares
Jun. 05, 2017
shares
May 31, 2017
USD ($)
$ / shares
shares
Oct. 06, 2016
class
shares
May 31, 2018
USD ($)
May 31, 2017
$ / shares
shares
Sep. 30, 2018
USD ($)
shares
Dec. 31, 2017
shares
Common Stock                      
Number of classes of common stock | class             3        
Proceeds from issuance of common stock | $       $ 16,000,000              
Proceeds from short-swing profit disgorgement | $                   $ 557,000  
M L Acquisition Company LLC And M L Related Parties                      
Common Stock                      
Proceeds from short-swing profit disgorgement | $               $ 557,000      
Over allotment | October 2017 Selling Stockholders                      
Common Stock                      
Shares issued by selling stockholders     1,005,000                
Class A common stock                      
Common Stock                      
Common stock, outstanding                   37,056,971 36,749,072
Number of shares issued           4,000,000          
Offering price (in dollars per share) | $ / shares           $ 27.75     $ 27.75    
Proceeds from issuance of common stock | $           $ 106,600,000          
Class A common stock | May 2017 Selling Stockholders                      
Common Stock                      
Offering price (in dollars per share) | $ / shares           $ 27.75     $ 27.75    
Shares issued by selling stockholders       825,000   5,500,000     5,500,000    
Class A common stock | CVRV Acquisition LLC                      
Common Stock                      
Redemption of common stock by selling shareholders     4,715,529                
Shares of common stock redeemed for shares of common stock       648,462   4,323,083     4,323,083    
Class A common stock | CVRV Acquisition II LLC                      
Common Stock                      
Shares sold that were previously held   184,669 1,283,756 176,538         1,176,917    
Class A common stock | October 2017 Selling Stockholders                      
Common Stock                      
Number of shares issued     6,700,000                
Offering price (in dollars per share) | $ / shares     $ 40.50                
Shares issued by selling stockholders   963,799                  
Class A common stock | Crestview Advisors LLC                      
Common Stock                      
Shares sold that were previously held   104 715                
Class A common stock | CWGS Holding, LLC and CVRV Acquisition LLC                      
Common Stock                      
Redemption of common stock by selling shareholders   678,331                  
Shares of common stock redeemed for shares of common stock   678,331                  
Class A common stock | Over allotment                      
Common Stock                      
Number of shares issued       600,000 600,000            
Class A common stock | Over allotment | May 2017 Selling Stockholders                      
Common Stock                      
Shares issued by selling stockholders         825,000            
Class A common stock | Over allotment | October 2017 Selling Stockholders                      
Common Stock                      
Shares issued by selling stockholders     963,799                
Class B common stock                      
Common Stock                      
Common stock, outstanding                   50,706,629 50,836,629
Consideration for redemption of shares | $   $ 0                  
Class B common stock | May 2017 Selling Stockholders                      
Common Stock                      
Consideration for redemption of shares | $       $ 0   $ 0          
Class B common stock | CVRV Acquisition LLC                      
Common Stock                      
Number of common stock cancelled   678,331   648,462   4,323,083     4,323,083    
Class B common stock | October 2017 Selling Stockholders                      
Common Stock                      
Consideration for redemption of shares | $     $ 0                
Class B common stock | CWGS Holding LLC                      
Common Stock                      
Number of common stock cancelled   100,695 700,000                
Class C common stock                      
Common Stock                      
Common stock, outstanding                   1 1
CWH BR Merger | Class A common stock                      
Common Stock                      
Shares issued in acquisition             7,063,716        
CWH BR Merger | Class B common stock                      
Common Stock                      
Shares cancelled             7,063,716        
CWGS, LLC                      
Common Stock                      
Purchase of newly-issued common units       600,000   4,000,000     4,000,000    
CWGS, LLC | Class A common stock | CVRV Acquisition LLC                      
Common Stock                      
Redemption of common stock by selling shareholders           4,323,083          
Shares of common stock redeemed for shares of common stock     4,715,529                
CWGS, LLC | Class A common stock | October 2017 Selling Stockholders                      
Common Stock                      
Redemption of common stock by selling shareholders     700,000                
CWGS, LLC | Class A common stock | CWGS Holding, LLC and CVRV Acquisition LLC                      
Common Stock                      
Redemption of common stock by selling shareholders   100,695 700,000                
Shares of common stock redeemed for shares of common stock   100,695                  
CWGS, LLC | Class B common stock | CVRV Acquisition LLC                      
Common Stock                      
Redemption of common stock by selling shareholders       648,462              
CWGS, LLC | CWH BR Merger                      
Common Stock                      
Common stock, outstanding             7,063,716        
CWH | CWGS, LLC                      
Common Stock                      
Units held                   37,056,971 36,749,072
Ownership interest 41.80%           22.60%     41.80% 41.50%
Merged Entity | CWGS, LLC                      
Common Stock                      
Units held             7,063,716        
Continuing Equity Owners | CWGS, LLC                      
Common Stock                      
Units held                   51,675,009 51,890,495
Percentage of ownership             77.40%     58.20% 58.50%
v3.10.0.1
Non-Controlling Interests (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2018
Oct. 06, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Dec. 31, 2017
Summarizes the effects of change in ownership:              
Net income attributable to Camping World Holdings, Inc.     $ 14,016 $ 19,589 $ 45,228 $ 46,455  
Transfers to non-controlling interests:              
Decrease in additional paid-in capital as a result of the contribution of Class A common stock to CWGS, LLC for an acquisition by a subsidiary       (3,678)   (3,678)  
Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests     16,541 29,802 49,547 23,045  
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           (87,203)  
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     (4)   (86)    
Increase in additional paid-in capital as a result of the vesting of restricted stock units     44   73    
Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC     $ 2,485 $ 13,891 $ 4,332 $ 67,471  
CWGS, LLC              
Non-Controlling Interests              
LLC outstanding     88,731,980   88,731,980   88,639,567
CWH | CWGS, LLC              
Non-Controlling Interests              
Units held     37,056,971   37,056,971   36,749,072
Ownership interest 41.80% 22.60%     41.80%   41.50%
Continuing Equity Owners | CWGS, LLC              
Non-Controlling Interests              
Units held     51,675,009   51,675,009   51,890,495
Percentage of ownership   77.40% 58.20%   58.20%   58.50%
v3.10.0.1
Equity-based Compensation Plans - Summary of Equity-Based Compensation (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Equity-based compensation expense:        
Equity based compensation expense $ 4,188 $ 1,204 $ 10,535 $ 2,792
Costs applicable to revenue        
Equity-based compensation expense:        
Equity based compensation expense 223 81 570 254
Selling, general, and administrative        
Equity-based compensation expense:        
Equity based compensation expense $ 3,965 $ 1,123 $ 9,965 $ 2,538
v3.10.0.1
Equity-based Compensation Plans - Stock Options (Details) - Stock options
shares in Thousands
9 Months Ended
Sep. 30, 2018
shares
Stock Options  
Outstanding at December 31, 2017 (in shares) 953
Exercised (in shares) (7)
Forfeited (in shares) (48)
Outstanding at June 30, 2018 (in shares) 898
Options exercisable at June 30, 2018 (in shares) 171
v3.10.0.1
Equity-based Compensation Plans - Restricted Stock Units (Details) - Restricted Stock Units (RSUs)
shares in Thousands
9 Months Ended
Sep. 30, 2018
$ / shares
shares
Share-based Compensation Plans  
Weighted average grant date fair value (per share) | $ / shares $ 25.73
Restricted Stock Units  
Outstanding at December 31, 2017 (in shares) 1,247
Granted (in shares) 725
Vested (in shares) 89
Forfeited (in shares) (52)
Outstanding at June 30, 2018 (in shares) 1,831
Weighted Average Grant Date Fair Value  
Outstanding at December 31, 2017 (per share) | $ / shares $ 25.73
v3.10.0.1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Numerator:        
Net income $ 47,909 $ 83,752 $ 147,000 $ 238,468
Less: net income attributable to non-controlling interests (33,893) (64,163) (101,772) (192,013)
Class A common stock        
Numerator:        
Net income 47,909 83,752 147,000 238,468
Less: net income attributable to non-controlling interests (33,893) (64,163) (101,772) (192,013)
Net income attributable to Camping World Holdings, Inc. - basic 14,016 19,589 45,228 46,455
Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs 9      
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     61,751 117,482
Net income attributable to Camping World Holdings, Inc. - diluted $ 14,025 $ 19,589 $ 106,979 $ 163,937
Denominator:        
Weighted-average shares of Class A common stock outstanding - basic 37,018,000 29,522,000 36,933,000 23,854,000
Dilutive common units of CWGS, LLC that are convertible into Class A common stock     51,751,000 62,093,000
Weighted-average shares of Class A common stock outstanding - diluted 37,055,000 29,522,000 88,891,000 85,947,000
Earnings per share of Class A common stock - basic $ 0.38 $ 0.66 $ 1.22 $ 1.95
Earnings per share of Class A common stock - diluted $ 0.38 $ 0.66 $ 1.20 $ 1.91
Class A common stock | Stock Option        
Denominator:        
Dilutive - share based payment arrangements     104,000  
Class A common stock | Restricted Stock Units (RSUs)        
Denominator:        
Dilutive - share based payment arrangements 37,000   103,000  
Class A common stock | Stock Option        
Antidilutive securities excluded from the computation of diluted earnings per share 903 1,063 611 1,086
Class A common stock | Restricted Stock Units (RSUs)        
Antidilutive securities excluded from the computation of diluted earnings per share 1,639 362 851 246
CWGS, LLC | Class A common stock | Common Units        
Antidilutive securities excluded from the computation of diluted earnings per share 51,708 58,930    
v3.10.0.1
Segments Information - General Information (Details) - segment
3 Months Ended 6 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Segments Information    
Number of reportable segments 3 2
Retail    
Segments Information    
Number of segments separated into 2  
v3.10.0.1
Segments Information - Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Segments Information        
Revenue $ 1,312,727 $ 1,235,602 $ 3,819,469 $ 3,396,263
Intersegment Eliminations        
Segments Information        
Revenue (40,378) (36,251) (115,997) (103,894)
Consumer Services and Plans        
Segments Information        
Revenue 52,044 46,169 158,600 144,518
Consumer Services and Plans | Intersegment Eliminations        
Segments Information        
Revenue (182) (173) (1,909) (1,414)
New vehicles        
Segments Information        
Revenue 697,317 713,362 2,084,346 1,977,472
New vehicles | Intersegment Eliminations        
Segments Information        
Revenue (1,946) (1,604) (6,018) (5,172)
Used vehicles        
Segments Information        
Revenue 197,757 187,463 580,494 528,897
Used vehicles | Intersegment Eliminations        
Segments Information        
Revenue (798) (1,084) (2,322) (2,427)
Dealership parts, services and other        
Segments Information        
Revenue 71,607 66,847 210,024 185,586
Finance and insurance, net        
Segments Information        
Revenue 109,459 100,858 325,368 267,207
Finance and insurance, net | Intersegment Eliminations        
Segments Information        
Revenue (3,018) (2,277) (8,920) (6,015)
Retail        
Segments Information        
Revenue 184,543 120,903 460,637 292,583
Retail | Intersegment Eliminations        
Segments Information        
Revenue (34,434) (31,113) (96,828) (88,866)
Consumer Services and Plans        
Segments Information        
Revenue 52,044 46,169 158,600 144,518
Consumer Services and Plans | Operating Segments        
Segments Information        
Revenue 52,226 46,342 160,509 145,932
Consumer Services and Plans | Consumer Services and Plans | Operating Segments        
Segments Information        
Revenue 52,226 46,342 160,509 145,932
Dealership | Operating Segments        
Segments Information        
Revenue 1,081,902 1,073,495 3,217,492 2,972,776
Dealership | New vehicles        
Segments Information        
Revenue 697,317 713,362 2,084,346 1,977,472
Dealership | New vehicles | Operating Segments        
Segments Information        
Revenue 699,263 714,966 2,090,364 1,982,644
Dealership | Used vehicles        
Segments Information        
Revenue 197,757 187,463 580,494 528,897
Dealership | Used vehicles | Operating Segments        
Segments Information        
Revenue 198,555 188,547 582,816 531,324
Dealership | Dealership parts, services and other        
Segments Information        
Revenue 71,607 66,847 210,024 185,586
Dealership | Dealership parts, services and other | Operating Segments        
Segments Information        
Revenue 71,607 66,847 210,024 185,586
Dealership | Finance and insurance, net        
Segments Information        
Revenue 109,459 100,858 325,368 267,207
Dealership | Finance and insurance, net | Operating Segments        
Segments Information        
Revenue 112,477 103,135 334,288 273,222
Retail        
Segments Information        
Revenue 184,543 120,903 460,637 292,583
Retail | Operating Segments        
Segments Information        
Revenue 218,977 152,016 557,465 381,449
Retail | Retail | Operating Segments        
Segments Information        
Revenue $ 218,977 $ 152,016 $ 557,465 $ 381,449
v3.10.0.1
Segments Information - Segment Income (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Segments Information        
Total segment income $ 83,903 $ 110,664 $ 253,882 $ 317,089
Selling, general, and administrative expense (278,329) (236,174) (807,738) (640,108)
Depreciation and amortization (13,179) (8,382) (34,207) (22,819)
Other interest expense, net (16,794) (11,012) (45,740) (30,973)
Tax Receivable Agreement liability adjustment   (96)   (79)
Loss and expense on debt restructure     (2,056)  
Income before income taxes 59,294 92,142 177,706 266,734
Operating Segments        
Segments Information        
Total segment income 90,873 113,669 264,279 327,066
Depreciation and amortization (12,984) (8,154) (34,012) (22,476)
Other interest expense, net (1,362) (1,424) (4,183) (4,380)
Corporate, Non-Segment        
Segments Information        
Selling, general, and administrative expense (1,606) (2,037) (4,570) (6,461)
Depreciation and amortization (195) (228) (195) (343)
Other interest expense, net (15,432) (9,588) (41,557) (26,593)
Consumer Services and Plans | Operating Segments        
Segments Information        
Total segment income 26,018 21,675 81,732 71,887
Depreciation and amortization (951) (888) (2,546) (2,889)
Other interest expense, net (1) (1) 1 (5)
Dealership | Operating Segments        
Segments Information        
Total segment income 85,529 97,116 262,215 259,710
Depreciation and amortization (3,975) (3,466) (11,676) (10,130)
Other interest expense, net (1,183) (876) (3,626) (2,916)
Retail | Operating Segments        
Segments Information        
Total segment income (20,674) (5,122) (79,668) (4,531)
Depreciation and amortization (8,058) (3,800) (19,790) (9,457)
Other interest expense, net $ (178) $ (547) $ (558) $ (1,459)
v3.10.0.1
Segments Information - Depreciation and Amortization (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Segments Information        
Depreciation and amortization $ 13,179 $ 8,382 $ 34,207 $ 22,819
Operating Segments        
Segments Information        
Depreciation and amortization 12,984 8,154 34,012 22,476
Corporate, Non-Segment        
Segments Information        
Depreciation and amortization 195 228 195 343
Consumer Services and Plans | Operating Segments        
Segments Information        
Depreciation and amortization 951 888 2,546 2,889
Dealership | Operating Segments        
Segments Information        
Depreciation and amortization 3,975 3,466 11,676 10,130
Retail | Operating Segments        
Segments Information        
Depreciation and amortization $ 8,058 $ 3,800 $ 19,790 $ 9,457
v3.10.0.1
Segments Information - Other Interest Expense, Net (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2018
Sep. 30, 2017
Segments Information        
Other interest expense, net $ 16,794 $ 11,012 $ 45,740 $ 30,973
Operating Segments        
Segments Information        
Other interest expense, net 1,362 1,424 4,183 4,380
Corporate, Non-Segment        
Segments Information        
Other interest expense, net 15,432 9,588 41,557 26,593
Consumer Services and Plans | Operating Segments        
Segments Information        
Other interest expense, net 1 1 (1) 5
Dealership | Operating Segments        
Segments Information        
Other interest expense, net 1,183 876 3,626 2,916
Retail | Operating Segments        
Segments Information        
Other interest expense, net $ 178 $ 547 $ 558 $ 1,459
v3.10.0.1
Segments Information - Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2018
Dec. 31, 2017
Segments Information    
Assets $ 2,827,098 $ 2,561,477
Operating Segments    
Segments Information    
Assets 2,602,291 2,258,830
Corporate, Non-Segment    
Segments Information    
Assets 224,807 302,647
Consumer Services and Plans | Operating Segments    
Segments Information    
Assets 140,992 180,295
Dealership | Operating Segments    
Segments Information    
Assets 1,685,916 1,715,084
Retail | Operating Segments    
Segments Information    
Assets $ 775,383 $ 363,451
v3.10.0.1
Subsequent Event (Details) - Subsequent Event - Real Estate Facility - Secured Debt
$ in Thousands
Nov. 02, 2018
USD ($)
Subsequent event  
Maximum borrowing capacity $ 21,525
Debt issued $ 4,200
Commitment fee (as a percent) 0.50%
Debt service coverage ratio 1.250
London Interbank Offered Rate (LIBOR)  
Subsequent event  
Variable rate spread (as a percent) 2.75%
Federal Funds Effective Rate  
Subsequent event  
Variable rate spread (as a percent) 0.50%
Prime Rate  
Subsequent event  
Variable rate spread (as a percent) 0.75%