FORM 10- ☒ No ☐ Indicate by check mark whether the registrant has submitted ... Unaudited Condensed Consolidated Balance Sheets ... Notes to Unaudited Condensed

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<ul><li><p>Table of Contents</p><p>UNITED STATESSECURITIES AND EXCHANGE COMMISSION</p><p>Washington, D.C. 20549</p><p>FORM 10-Q </p><p>[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30 , 2017</p><p>OR </p><p>[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____________ to _______________</p><p>Commission file number: 001-37908</p><p>CAMPING WORLD HOLDINGS, INC.(Exact name of registrant as specified in its charter)</p><p>Delaware 81-1737145(State or other jurisdiction of (I.R.S. Employerincorporation or organization Identification No.)</p><p> 250 Parkway Drive, Suite 270</p><p>Lincolnshire, IL 60069Telephone: (847) 808-3000</p><p>(Address, including zip code, and telephone number, includingarea code, of registrants principal executive offices)</p><p>Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes No </p><p>Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No </p><p>Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smallerreporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.</p><p>Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Emerging growth company </p><p>If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. </p><p>Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No </p><p>As of November 7, 2017, the registrant had 36,527,406 shares of Class A common stock, 50,836,629 shares of Class B commonstock and one share of Class C common stock outstanding.</p></li><li><p>Table of Contents</p><p>Camping World Holdings, Inc.Quarterly Report on Form 10-Q</p><p>For the Quarterly Period Ended September 30, 2017 </p><p>TABLE OF CONTENTS </p><p> Page </p><p>PART I. FINANCIAL INFORMATION Item 1 Financial Statements (unaudited) 5</p><p> Unaudited Condensed Consolidated Balance Sheets September 30, 2017 and December 31,2016 5</p><p> Unaudited Condensed Consolidated Statements of Operations Three and Nine MonthsEnded September 30, 2017 and 2016 6</p><p> Unaudited Condensed Consolidated Statement of Stockholders Equity (Deficit) Nine MonthsEnded September 30, 2017 7</p><p> Unaudited Condensed Consolidated Statements of Cash Flows Nine Months Ended September30, 2017 and 2016 8</p><p> Notes to Unaudited Condensed Consolidated Financial Statements 10Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations 31Item 3 Quantitative and Qualitative Disclosures About Market Risk 54Item 4 Controls and Procedures 55 </p><p>PART II. OTHER INFORMATION Item 1 Legal Proceedings 55Item 1A Risk Factors 55Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 58Item 3 Defaults Upon Senior Securities 58Item 4 Mine Safety Disclosures 58Item 5 Other Information 58Item 6 Exhibits 59 Signatures 61 </p></li><li><p>Table of Contents</p><p>BASIS OF PRESENTATION</p><p>As used in this Quarterly Report on Form 10-Q (this Form 10-Q), unless the context otherwise requires,references to:</p><p> we, us, our, the Company, Camping World and similar references refer to Camping WorldHoldings, Inc., and, unless otherwise stated, all of its subsidiaries, including CWGS Enterprises, LLC,which we refer to as CWGS, LLC and, unless otherwise stated, all of its subsidiaries.</p><p> Annual Report refers to our Annual Report on Form 10-K for the year ended December 31, 2016filed with the Securities and Exchange Commission (SEC) on March 13, 2017.</p><p> Continuing Equity Owners refers collectively to ML Acquisition, funds controlled by CrestviewPartners II GP, L.P. and the Former Profit Unit Holders and each of their permitted transferees thatcontinue to own common units in CWGS, LLC after the IPO and the Reorganization Transactions(each as defined in Note 1 Summary of Significant Accounting Policies to our consolidated financialstatements included in Part I, Item 1 of this Form 10-Q) and who may redeem at each of their optionstheir common units for, at our election (determined solely by our independent directors within themeaning of the rules of the New York Stock Exchange who are disinterested), cash or newly issuedshares of our Class A common stock.</p><p> Crestview refers to Crestview Advisors, L.L.C., a registered investment adviser to private equityfunds, including funds affiliated with Crestview Partners II GP, L.P.</p><p> CWGS LLC Agreement refers to CWGS, LLCs amended and restated limited liability companyagreement, as amended to date.</p><p> Former Equity Owners refers to those Original Equity Owners controlled by Crestview Partners IIGP, L.P. that have exchanged their direct or indirect ownership interests in CWGS, LLC for shares ofour Class A common stock in connection with the consummation of our IPO.</p><p> Former Profit Unit Holders refers collectively to our named executive officers (excluding MarcusLemonis), Andris A. Baltins and K. Dillon Schickli, who are members of our board of directors, andcertain other current and former non-executive employees and former directors, in each case, whoheld existing common units in CWGS, LLC pursuant to CWGS, LLCs equity incentive plan that wasin existence prior to our IPO and who received common units of CWGS, LLC in exchange for theirprofit units in connection with our IPO.</p><p> ML Acquisition refers to ML Acquisition Company, LLC, a Delaware limited liability company,indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, MarcusLemonis.</p><p> ML Related Parties refers to ML Acquisition and its permitted transferees of common units.</p><p> ML RV Group refers to ML RV Group, LLC, a Delaware limited liability company, wholly owned byour Chairman and Chief Executive Officer, Marcus Lemonis.</p><p> Original Equity Owners refers to the direct and certain indirect owners of interests in CWGS, LLC,collectively, prior to the Reorganization Transactions and Recapitalization (as defined in Note 1 Summary of Significant Accounting Policies and Note 13 Stockholders Equity to our consolidatedfinancial statements included in Part I, Item 1 of this Form 10-Q, respectively) which includes MLAcquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders.</p><p> Tax Receivable Agreement refers to the tax receivable agreement that the Company entered intowith CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. inconnection with the Companys IPO.</p><p>1</p></li><li><p>Table of Contents</p><p>CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS </p><p>This Form 10-Q contains forward-looking statements. We intend such forward-looking statements to becovered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical factscontained in this Form 10-Q may be forward-looking statements. Statements regarding our future results of operationsand financial position, business strategy and plans and objectives of management for future operations, including,among others, statements regarding expected new retail location openings, including greenfield locations andacquired locations; profitability of new retail locations; the impact from the Tax Receivable Agreement of theredemption of common units described below relating to the October 2017 Public Offering (as definedbelow); sufficiency of our sources of liquidity and capital and potential need for additional financing; use of proceedsfrom our borrowings under the Existing Credit Agreement; future capital expenditures and debt service obligations;refinancing, retirement or exchange of outstanding debt; expectations regarding consumer behavior and growth; ourcomparative advantages and our plans and ability to expand our consumer base; our ability to respond to changingbusiness and economic conditions; our plans to increase new products offered to our customers and grow ourbusinesses to enhance revenue and cash flow, and increase our overall profitability; volatility in sales and potentialimpact of miscalculating the demand for our products or our product mix; our ability to drive growth; anticipated impactof the acquisition of Gander Mountain Company (Gander Mountain) and its Overtons boating business (the GanderMountain Acquisition); the number of Gander Mountain locations the Company expects to open and operate and theanticipated timing of such store openings; expectations regarding assumption and rejection of leases for the locationsacquired under the Gander Mountain Acquisition; rebranding of Gander Mountain expectations regarding increase ofcertain expenses, including in relation to the Gander Mountain Acquisition; and our plans related to dividend paymentsare forward-looking statements. In some cases, you can identify forward-looking statements by terms such as may,will, should, expects, plans, anticipates, could, intends, targets, projects, contemplates,believes, estimates, predicts, potential or continue or the negative of these terms or other similarexpressions.</p><p>Forward-looking statements involve known and unknown risks, uncertainties and other important factors thatmay cause our actual results, performance or achievements to be materially different from any future results,performance or achievements expressed or implied by the forward-looking statements. We believe that theseimportant factors include, but are not limited to, the following:</p><p> the availability of financing to us and our customers;</p><p> fuel shortages, or high prices for fuel;</p><p> the well-being, as well as the continued popularity and reputation for quality, of our manufacturers;</p><p> general economic conditions in our markets, and ongoing economic and financial uncertainties;</p><p> our ability to attract and retain customers;</p><p> competition in the market for services, protection plans, products and resources targeting the RVlifestyle or RV enthusiast;</p><p> our expansion into new, unfamiliar markets as well as delays in opening or acquiring new retaillocations;</p><p> unforeseen expenses, difficulties, and delays frequently encountered in connection with expansionthrough acquisitions;</p><p> our failure to maintain the strength and value of our brands;</p><p> our ability to successfully order and manage our inventory to reflect consumer demand in a volatilemarket and anticipate changing consumer preferences and buying trends;</p><p>2</p></li><li><p>Table of Contents</p><p> fluctuations in our same store sales and whether they will be a meaningful indicator of futureperformance;</p><p> the cyclical and seasonal nature of our business;</p><p> our ability to operate and expand our business and to respond to changing business and economicconditions, which depends on the availability of adequate capital;</p><p> the restrictive covenants in our Senior Secured Credit Facilities and Floor Plan Facility;</p><p> our reliance on three fulfillment and distribution centers for our retail, e-commerce and catalogbusinesses;</p><p> natural disasters, whether or not caused by climate change, unusual weather condition, epidemicoutbreaks, terrorist acts and political events;</p><p> our dependence on our relationships with third party providers of services, protection plans, productsand resources and a disruption of these relationships or of these providers operations;</p><p> whether third party lending institutions and insurance companies will continue to provide financing forRV purchases;</p><p> our inability to retain senior executives and attract and retain other qualified employees;</p><p> our ability to meet our labor needs;</p><p> our inability to maintain the leases for our retail locations or locate alternative sites for our stores inour target markets and on terms that are acceptable to us;</p><p> our business being subject to numerous federal, state and local regulations;</p><p> regulations applicable to the sale of extended service contracts;</p><p> our dealerships susceptibility to termination, non-renewal or renegotiation of dealer agreements ifstate dealer laws are repealed or weakened;</p><p> our failure to comply with certain environmental regulations;</p><p> climate change legislation or regulations restricting emission of greenhouse gases;</p><p> a failure in our e-commerce operations, security breaches and cybersecurity risks;</p><p> our inability to enforce our intellectual property rights and accusations of our infringement on theintellectual property rights of third parties;</p><p> our inability to maintain or upgrade our information technology systems or our inability to convert toalternate systems in an efficient and timely manner;</p><p> disruptions to our information technology systems or breaches of our network security;</p><p> Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by MLAcquisition Company, LLC and ML RV Group, LLC, has substantial control over us and may approveor disapprove substantially all transactions and other matters requiring approval by our stockholders,including, but not limited to, the election of directors;</p><p> the exemptions from certain corporate governance requirements that we will qualify for, and intend torely on, due to the fact that we are a controlled company within the meaning of the New York StockExchange, or NYSE, listing requirements;</p><p>3</p></li><li><p>Table of Contents</p><p> whether we are able to realize any tax benefits that may arise from our organizational structure andany redemptions or exchanges of CWGS Enterprises, LLC common units for cash or stock; and</p><p> the other factors set forth under Risk Factors in Item 1A of Part I of our Annual Report and Item 1Aof Part II of this Form 10-Q.</p><p>We qualify all of our forward-looking statements by these cautionary statements. The forward-lookingstatements in this Form 10-Q are only predictions. We have based these forward-looking statements largely on ourcurrent expectations and projections about future events and financial trends that we believe may affect our business,financial condition and results of operations. Because forward-looking statements are inherently subj...</p></li></ul>