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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30 , 2017
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____________ to _______________
Commission file number: 001-37908
CAMPING WORLD HOLDINGS, INC.(Exact name of registrant as specified in its charter)
Delaware 81-1737145(State or other jurisdiction of (I.R.S. Employerincorporation or organization Identification No.)
250 Parkway Drive, Suite 270
Lincolnshire, IL 60069Telephone: (847) 808-3000
(Address, including zip code, and telephone number, includingarea code, of registrants principal executive offices)
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
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
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.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Emerging growth company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
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.
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Camping World Holdings, Inc.Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2017
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PART I. FINANCIAL INFORMATION Item 1 Financial Statements (unaudited) 5
Unaudited Condensed Consolidated Balance Sheets September 30, 2017 and December 31,2016 5
Unaudited Condensed Consolidated Statements of Operations Three and Nine MonthsEnded September 30, 2017 and 2016 6
Unaudited Condensed Consolidated Statement of Stockholders Equity (Deficit) Nine MonthsEnded September 30, 2017 7
Unaudited Condensed Consolidated Statements of Cash Flows Nine Months Ended September30, 2017 and 2016 8
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
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
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BASIS OF PRESENTATION
As used in this Quarterly Report on Form 10-Q (this Form 10-Q), unless the context otherwise requires,references to:
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.
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.
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.
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.
CWGS LLC Agreement refers to CWGS, LLCs amended and restated limited liability companyagreement, as amended to date.
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.
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.
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.
ML Related Parties refers to ML Acquisition and its permitted transferees of common units.
ML RV Group refers to ML RV Group, LLC, a Delaware limited liability company, wholly owned byour Chairman and Chief Executive Officer, Marcus Lemonis.
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.
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.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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 regar