LINCOLNSHIRE, IL--(BUSINESS WIRE)--
Camping World Holdings, Inc. (NYSE: CWH) (“Camping World,” “CWH,”
“Company,” “we,” “us” or “our”) today reported results for the fourth
quarter and full year ended December 31, 2018.
Full year highlights and year-over-year financial comparisons include:
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Revenue increased 12.0% to $4.8 billion;
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Gross profit increased 9.8% to $1.4 billion;
-
Income from operations, net income and diluted earnings per share of
Class A common stock were $201.0 million, $65.6 million, and $0.28,
respectively, and included a $40.0 million goodwill impairment charge
and $43.2 million of Gander Outdoors pre-opening costs;
-
Adjusted EBITDA(1) was $312.5 million; and
-
Good Sam Club members increased by 16.7%, or more than 299,400 members.
Fourth Quarter 2018 Results
Consolidated Results
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Revenue increased 10.6% to $982.4 million;
-
Gross profit increased 3.8% to $275.6 million and gross margin
declined 186 basis points to 28.1%;
-
Loss from operations, net loss and diluted loss per share of Class A
common stock were $43.0 million, $71.5 million, and $0.83,
respectively, and included a $40.0 million goodwill impairment charge
and $2.4 million of Gander Outdoors pre-opening costs;
-
Adjusted EBITDA(1) was $10.3 million;
-
The number of Active Customers(2) and Good Sam Club members
reached all-time high levels of 5.1 million and 2.1 million,
respectively; and
-
At December 31, 2018, the Company operated a total of 227 unique
locations, which included 126 co-habited Dealership and Retail
locations, 15 stand-alone Dealership locations, and 86 stand-alone
Retail locations.
Consumer Services and Plans
-
Revenue(3) increased 8.5% to $55.5 million;
-
Gross profit(3) increased 8.9% to $33.8 million and gross
margin(3) increased 19 basis points to 61.0%;
-
The number of participants across our clubs, roadside assistance,
property and casualty insurance, and extended vehicle service programs
within Consumer Services and Plans increased 11.1% to 3.1 million; and
-
The Company added 78,189 Good Sam Club members in the fourth quarter
2018 and membership increased 16.7% year over year to an all-time-high
of 2.1 million members.
Dealership
-
Revenue(3) decreased 0.8% to $717.6 million;
-
Same store revenue decreased 7.5% to $593.8 million across the
same store base of 105 Dealership locations
-
Gross profit(3) decreased 1.6% to $185.0 million and gross
margin(3) decreased 21 basis points to 25.8%;
-
Vehicle units sold decreased 1.6% to 17,824 units;
-
New vehicle units sold decreased 6.0% to 11,295 units
-
Used vehicles units sold increased 7.0% to 6,529 units
-
Average selling price per unit sold decreased 1.5% to $32,542;
-
New vehicles decreased 0.6% to $37,938 per unit
-
Used vehicles increased 1.2% to $23,208 per unit
-
Same store unit volume of new vehicles decreased 13.3%;
-
Gross profit per vehicle sold including finance and insurance
decreased 3.5% to $8,487;
-
Finance and insurance revenue as a percentage of total vehicle revenue
increased 109 basis points to 11.8%;
-
New vehicle inventory per dealership decreased 19.6% to $7.2 million
from December 31, 2017;
-
At December 31, 2018, there were 141 Dealership locations; and
-
The company closed three Dealership locations in the fourth quarter
2018.
Retail
-
Revenue(3) increased 84.7% to $209.3 million;
-
Same store revenue decreased 3.9% to $50.7 million across the same
store base of 119 Camping World RV product, parts and accessory
locations
-
Gross profit(3) increased 22.0% to $56.8 million and gross
margin(3) decreased 1,395 basis points to 27.1%;
-
Included in gross profit was a $4.7 million increase in inventory
reserves related to Camping World parts and accessories
-
At December 31, 2018, there were 212 Retail locations, including 128
Camping World RV product, parts and accessory stores, 60 Gander
Outdoors stores, and 24 other specialty stores; and
-
The Company closed six Gander Outdoors locations and one Camping World
RV location in the fourth quarter of 2018.
______________
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(1)
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Adjusted EBITDA is a non-GAAP measure. For a reconciliation of this
non-GAAP measure to the most directly comparable GAAP measure, see
the “Non-GAAP Financial Measures” section later in this press
release.
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(2)
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An Active Customer is a customer who has transacted with us in any
of the eight most recently completed fiscal quarters prior to the
date of measurement.
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(3)
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Revenue, gross profit and gross margin are after elimination of
inter-segment revenues.
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Select Balance Sheet and Cash Flow Items
The Company's working capital and cash and cash equivalents as of
December 31, 2018 were $583.0 million and $138.6 million, respectively.
On a year-over-year basis from December 31, 2017, total inventories
increased 10.1% to $1,559.0 million, primarily due to the new Retail
locations opened in 2018. New vehicle inventory decreased 8.6% to
$1,017.9 million and new vehicle inventory per dealership decreased
19.0% to $7.3 million. Retail segment inventory increased to $409.5
million from $188.3 million primarily from the 58 net Gander Outdoors
stores opened in 2018. At December 31, 2018, the Company had $38.7
million of borrowings under its revolving line of credit as part of its
Floor Plan Facility, $1,165.9 million of term loans outstanding under
the Senior Secured Credit Facilities, $9.5 million outstanding under the
Real Estate Facility, and $886.0 million of floor plan notes payable
under the Floor Plan Facility.
Revision for Correction of Errors
The Company corrected for errors that were immaterial to
previously-reported consolidated financial statements. These errors were
identified in connection with the preparation of the financial
statements for the year ended December 31, 2018, and included i) the
cancellation reserve for certain of its finance and insurance offerings
within the Dealership segment and ii) the calculation of the Tax
Receivable Agreement liability that arose from transactions in 2017. The
Company evaluated the materiality of these errors both qualitatively and
quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No.
99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior
Year Misstatements When Quantifying Misstatements in Current Year
Financial Statements,” and determined the effect of these corrections
was not material to the previously issued financial statements as of and
for the years ended December 31, 2017 and 2016. However, correcting the
cumulative error during the year ended December 31, 2018 would have been
material to the current period. Therefore, the amounts in the previous
periods have been revised to reflect the correction of these errors. In
part as a result of these revisions, the Company expects to disclose in
its Annual Report on Form 10-K that, as part of its evaluation of its
internal control over financial reporting, the Company identified a new
material weakness in its internal controls that existed as of December
31, 2018, specifically related to the sufficiency of available technical
resources at the Company.
The following table presents the effect of the error correction on the
Company’s consolidated balance sheet for the period indicated:
|
|
At December 31, 2017
|
($ in thousands)
|
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
Prepaid expenses and other assets
|
|
$
|
32,721
|
|
$
|
8,417
|
|
|
$
|
41,138
|
Total current assets
|
|
|
1,798,907
|
|
|
8,417
|
|
|
|
1,807,324
|
Deferred tax assets, net
|
|
|
155,551
|
|
|
(2,868
|
)
|
|
|
152,683
|
Total assets
|
|
|
2,561,477
|
|
|
5,549
|
|
|
|
2,567,026
|
Current portion of Tax Receivable Agreement liability
|
|
|
8,093
|
|
|
813
|
|
|
|
8,906
|
Other current liabilities
|
|
|
22,510
|
|
|
10,152
|
|
|
|
32,662
|
Total current liabilities
|
|
|
1,320,169
|
|
|
10,965
|
|
|
|
1,331,134
|
Tax Receivable Agreement liability, net of current portion
|
|
|
129,596
|
|
|
1,230
|
|
|
|
130,826
|
Other long-term liabilities
|
|
|
39,161
|
|
|
12,428
|
|
|
|
51,589
|
Total liabilities
|
|
|
2,470,640
|
|
|
24,623
|
|
|
|
2,495,263
|
Additional paid-in capital
|
|
|
49,941
|
|
|
(7,421
|
)
|
|
|
42,520
|
Retained earnings
|
|
|
6,192
|
|
|
1,427
|
|
|
|
7,619
|
Total stockholders' equity attributable to Camping World Holdings,
Inc.
|
|
|
56,505
|
|
|
(5,994
|
)
|
|
|
50,511
|
Non-controlling interests
|
|
|
34,332
|
|
|
(13,080
|
)
|
|
|
21,252
|
Stockholders' equity
|
|
|
90,837
|
|
|
(19,074
|
)
|
|
|
71,763
|
Total liabilities and stockholders' equity
|
|
|
2,561,477
|
|
|
5,549
|
|
|
|
2,567,026
|
|
|
|
|
|
|
|
|
|
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The following table presents the effect of the error corrections on the
consolidated statements of income for the periods indicated:
|
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Three Months Ended December 31, 2017
|
($ in thousands except per share amounts)
|
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
Revenue:
|
|
|
|
|
|
|
Finance and insurance, net
|
|
$
|
64,827
|
|
|
$
|
(1,006
|
)
|
|
$
|
63,821
|
|
Total revenue
|
|
|
888,992
|
|
|
|
(1,006
|
)
|
|
|
887,986
|
|
Income from operations
|
|
|
44,291
|
|
|
|
(1,006
|
)
|
|
|
43,285
|
|
Tax Receivable Agreement liability adjustment
|
|
|
99,766
|
|
|
|
1,150
|
|
|
|
100,837
|
|
Income before income taxes
|
|
|
123,222
|
|
|
|
65
|
|
|
|
123,287
|
|
Income tax expense
|
|
|
(128,716
|
)
|
|
|
1,518
|
|
|
|
(127,198
|
)
|
Net income
|
|
|
(5,494
|
)
|
|
|
1,583
|
|
|
|
(3,911
|
)
|
Net income attributable to non-controlling interests
|
|
|
(12,599
|
)
|
|
|
680
|
|
|
|
(11,919
|
)
|
Net income attributable to Camping World Holdings, Inc.
|
|
|
(18,093
|
)
|
|
|
2,263
|
|
|
|
(15,830
|
)
|
Earnings per share of Class A common stock:
|
|
|
|
|
|
Basic
|
|
$
|
(0.52
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.45
|
)
|
Diluted
|
|
$
|
(0.52
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Year Ended December 31, 2017
|
($ in thousands except per share amounts)
|
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As Reported
|
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Adjustment
|
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As Corrected
|
Revenue:
|
|
|
|
|
|
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Finance and insurance, net
|
|
$
|
332,034
|
|
|
$
|
(5,425
|
)
|
|
$
|
326,609
|
|
Total revenue
|
|
|
4,285,255
|
|
|
|
(5,425
|
)
|
|
|
4,279,830
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Income from operations
|
|
|
361,380
|
|
|
|
(5,425
|
)
|
|
|
355,955
|
|
Tax Receivable Agreement liability adjustment
|
|
|
99,687
|
|
|
|
1,071
|
|
|
|
100,758
|
|
Income before income taxes
|
|
|
389,956
|
|
|
|
(4,354
|
)
|
|
|
385,602
|
|
Income tax expense
|
|
|
(156,982
|
)
|
|
|
2,072
|
|
|
|
(154,910
|
)
|
Net income
|
|
|
232,974
|
|
|
|
(2,282
|
)
|
|
|
230,692
|
|
Net income attributable to non-controlling interests
|
|
|
(204,612
|
)
|
|
|
3,773
|
|
|
|
(200,839
|
)
|
Net income attributable to Camping World Holdings, Inc.
|
|
|
28,362
|
|
|
|
1,491
|
|
|
|
29,853
|
|
Earnings per share of Class A common stock:
|
|
|
|
|
|
|
Basic
|
|
$
|
1.07
|
|
|
$
|
0.05
|
|
|
$
|
1.12
|
|
Diluted
|
|
$
|
1.07
|
|
|
$
|
0.05
|
|
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a result of the above, the following table reflects changes to the
Company’s Statements of Cash Flows for the year ended December 31, 2017
from the previously reported financial results:
|
|
Year Ended December 31, 2017
|
($ in thousands except per share amounts)
|
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
Net income
|
|
$
|
232,974
|
|
|
$
|
(2,282
|
)
|
|
$
|
230,692
|
|
Adjustments to reconcile net income to net cash used in operating
activities:
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
124,622
|
|
|
|
(2,073
|
)
|
|
|
122,549
|
|
Tax Receivable Agreement liability adjustment
|
|
|
(99,687
|
)
|
|
|
(1,071
|
)
|
|
|
(100,758
|
)
|
Accounts payable and other accrued expenses
|
|
|
53,646
|
|
|
|
(1,491
|
)
|
|
|
52,155
|
|
Other, net
|
|
|
9,619
|
|
|
|
(304
|
)
|
|
|
9,315
|
|
Net cash provided by (used in) operating activities
|
|
|
(9,094
|
)
|
|
|
(7,221
|
)
|
|
|
(16,315
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(66,780
|
)
|
|
|
7,221
|
|
|
|
(59,559
|
)
|
Net cash used in investing activities
|
|
|
(475,676
|
)
|
|
|
7,221
|
|
|
|
(468,455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Conference Call and Webcast Information
A conference call to discuss the Company’s fourth quarter and full year
2018 financial results is scheduled for today, March 7, 2019, at 3:30
p.m. Central Time. Investors and analysts can participate on the
conference call by dialing 800-263-0877 or (646) 828-8143 and using
conference ID # 5885991. Interested parties can also listen to a live
webcast or replay of the conference call by logging on to the Investor
Relations section on the Company’s website at http://investor.campingworld.com.
The replay of the conference call webcast will be available on the
investor relations website for approximately 90 days.
Presentation
This press release presents historical results, for the periods
presented, of the Company and its subsidiaries, that are presented in
accordance with accounting principles generally accepted in the United
States (“GAAP”), unless noted as a non-GAAP financial measure. The
Company’s initial public offering (“IPO”) and related reorganization
transactions (“Reorganization Transactions”) that occurred on October 6,
2016 resulted in the Company as the sole managing member of CWGS
Enterprises, LLC (“CWGS, LLC”), with sole voting power in and control of
the management of CWGS, LLC. Despite its position as sole managing
member of CWGS, LLC, the Company has a minority economic interest in
CWGS, LLC. As of December 31, 2018, the Company owned 41.9% of CWGS,
LLC. Accordingly, the Company consolidates the financial results of
CWGS, LLC and reports a non-controlling interest in its consolidated
financial statements. Unless otherwise indicated, all financial
comparisons in this press release compare our financial results of the
fourth quarter and full year ended December 31, 2018 to our financial
results from the fourth quarter and full year ended December 31, 2017,
respectively.
About Camping World Holdings, Inc.
Camping World Holdings, headquartered in Lincolnshire, Illinois, is the
leading outdoor and camping retailer, offering an extensive assortment
of recreational vehicles for sale, RV and camping gear, RV maintenance
and repair, other outdoor and active sports products, and the industry’s
broadest and deepest range of services, protection plans, products and
resources. Since the Company's founding in 1966, Camping World has grown
to become one of the most well-known destinations for everything RV,
with more than 225 locations in 36 states and a comprehensive e-commerce
platform.
For more information, please visit www.CampingWorld.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained in this press release that do not relate to matters
of historical fact should be considered forward-looking statements,
including, without limitation, statements about our business plans and
goals, including the ability of our model to deliver long-term growth
and sustainability through industry cycles, our expectations regarding
material weaknesses in our financial reporting and related remediation
efforts, and our beliefs regarding our competitive position. These
forward-looking statements are based on management’s current
expectations.
These statements are neither promises nor guarantees, but involve known
and unknown risks, uncertainties and other important factors that may
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, including, but not limited
to, the following: potential impact of the recently identified material
weaknesses in our internal control over financial reporting; the
availability of financing to us and our customers; fuel shortages, or
high prices for fuel; the well-being, as well as the continued
popularity and reputation for quality, of our manufacturers; general
economic conditions in our markets and ongoing economic and financial
uncertainties; our ability to attract and retain customers; competition
in the market for services, protection plans, products and resources
targeting the RV lifestyle or RV enthusiast; our expansion into new,
unfamiliar markets, businesses, or product lines or categories, as well
as delays in opening or acquiring new retail locations; unforeseen
expenses, difficulties, and delays frequently encountered in connection
with expansion through acquisitions; our failure to maintain the
strength and value of our brands; our ability to successfully order and
manage our inventory to reflect consumer demand in a volatile market and
anticipate changing consumer preferences and buying trends; fluctuations
in our same store sales and whether they will be a meaningful indicator
of future performance; the cyclical and seasonal nature of our business;
our ability to operate and expand our business and to respond to
changing business and economic conditions, which depends on the
availability of adequate capital; changes in consumer preferences; our
reliance on eight fulfillment and distribution centers for our retail,
e-commerce and catalog businesses; risks associated with selling goods
manufactured abroad; our dependence on our relationships with third
party providers of services, protection plans, products and resources
and a disruption of these relationships or of these providers’
operations; whether third party lending institutions and insurance
companies will continue to provide financing for RV purchases; our
inability to retain senior executives and attract and retain other
qualified employees; our ability to meet our labor needs; risks
associated with leasing substantial amounts of space, including our
inability to maintain the leases for our retail locations or locate
alternative sites for our stores in our target markets and on terms that
are acceptable to us; our dealerships’ susceptibility to termination,
non-renewal or renegotiation of dealer agreements if state dealer laws
are repealed or weakened; our failure to comply with certain
environmental regulations; a failure in our e-commerce operations,
security breaches and cybersecurity risks; our inability to enforce our
intellectual property rights and accusations of our infringement on the
intellectual property rights of third parties; disruptions to our
information technology systems or breaches of our network security;
realization of anticipated benefits and cost savings related to recent
acquisitions; potential litigation relating to products we sell as a
result of recent acquisitions, including firearms and ammunition; and
whether we are able to realize any tax benefits that may arise from our
organizational structure and any redemptions or exchanges of CWGS, LLC
common units for cash or stock.
These and other important factors discussed under the caption “Risk
Factors” in our Annual Report on Form 10-K filed for the year ended
December 31, 2017, and our other reports filed with the SEC could cause
actual results to differ materially from those indicated by the
forward-looking statements made in this press release. Any such
forward-looking statements represent management’s estimates as of the
date of this press release. While we may elect to update such
forward-looking statements at some point in the future, we disclaim any
obligation to do so, even if subsequent events cause our views to
change, except as required under applicable law. These forward-looking
statements should not be relied upon as representing our views as of any
date subsequent to the date of this press release.
|
Results of Operations for the Fourth Quarter and Full Year
Fiscal 2018
|
|
Camping World Holdings, Inc. and Subsidiaries
|
Consolidated Statements of Operations
|
(In Thousands Except Per Share Amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Years Ended December 31,
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
Consumer services and plans
|
$
|
55,452
|
|
|
$
|
51,096
|
|
|
$
|
214,052
|
|
|
$
|
195,614
|
|
New vehicles
|
|
428,508
|
|
|
|
458,456
|
|
|
|
2,512,854
|
|
|
|
2,435,928
|
|
Used vehicles
|
|
151,523
|
|
|
|
139,963
|
|
|
|
732,017
|
|
|
|
668,860
|
|
Dealership parts, services and other
|
|
69,414
|
|
|
|
61,312
|
|
|
|
279,438
|
|
|
|
246,898
|
|
Finance and insurance, net
|
|
68,188
|
|
|
|
63,821
|
|
|
|
383,711
|
|
|
|
326,609
|
|
Retail
|
|
209,308
|
|
|
|
113,338
|
|
|
|
669,945
|
|
|
|
405,921
|
|
Total revenue
|
|
982,393
|
|
|
|
887,986
|
|
|
|
4,792,017
|
|
|
|
4,279,830
|
|
|
|
|
|
|
|
|
|
Costs applicable to revenue (exclusive of depreciation and
|
|
|
|
|
|
|
amortization shown separately below):
|
|
|
|
|
|
|
Consumer services and plans
|
|
21,631
|
|
|
|
20,030
|
|
|
|
86,687
|
|
|
|
81,822
|
|
New vehicles
|
|
377,913
|
|
|
|
393,797
|
|
|
|
2,188,735
|
|
|
|
2,086,229
|
|
Used vehicles
|
|
119,039
|
|
|
|
109,154
|
|
|
|
568,400
|
|
|
|
506,093
|
|
Dealership parts, services and other
|
|
35,705
|
|
|
|
32,614
|
|
|
|
140,076
|
|
|
|
128,851
|
|
Retail
|
|
152,523
|
|
|
|
66,782
|
|
|
|
445,187
|
|
|
|
235,921
|
|
Total costs applicable to revenue
|
|
706,811
|
|
|
|
622,377
|
|
|
|
3,429,085
|
|
|
|
3,038,916
|
|
|
|
|
|
|
|
|
|
Gross profit:
|
|
|
|
|
|
|
|
Consumer services and plans
|
|
33,821
|
|
|
|
31,066
|
|
|
|
127,365
|
|
|
|
113,792
|
|
New vehicles
|
|
50,595
|
|
|
|
64,659
|
|
|
|
324,119
|
|
|
|
349,699
|
|
Used vehicles
|
|
32,484
|
|
|
|
30,809
|
|
|
|
163,617
|
|
|
|
162,767
|
|
Dealership parts, services and other
|
|
33,709
|
|
|
|
28,698
|
|
|
|
139,362
|
|
|
|
118,047
|
|
Finance and insurance, net
|
|
68,188
|
|
|
|
63,821
|
|
|
|
383,711
|
|
|
|
326,609
|
|
Retail
|
|
56,785
|
|
|
|
46,556
|
|
|
|
224,758
|
|
|
|
170,000
|
|
Total gross profit
|
|
275,582
|
|
|
|
265,609
|
|
|
|
1,362,932
|
|
|
|
1,240,914
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Selling, general, and administrative
|
|
261,621
|
|
|
|
213,052
|
|
|
|
1,069,359
|
|
|
|
853,160
|
|
Debt restructure expense
|
|
–
|
|
|
|
387
|
|
|
|
380
|
|
|
|
387
|
|
Depreciation and amortization
|
|
15,115
|
|
|
|
8,726
|
|
|
|
49,322
|
|
|
|
31,545
|
|
Goodwill impairment
|
|
40,046
|
|
|
|
–
|
|
|
|
40,046
|
|
|
|
–
|
|
Loss (gain) on sale of assets
|
|
1,823
|
|
|
|
159
|
|
|
|
2,810
|
|
|
|
(133
|
)
|
Total operating expenses
|
|
318,605
|
|
|
|
222,324
|
|
|
|
1,161,917
|
|
|
|
884,959
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
(43,023
|
)
|
|
|
43,285
|
|
|
|
201,015
|
|
|
|
355,955
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Floor plan interest expense
|
|
(9,555
|
)
|
|
|
(8,387
|
)
|
|
|
(38,315
|
)
|
|
|
(27,690
|
)
|
Other interest expense, net
|
|
(17,589
|
)
|
|
|
(11,986
|
)
|
|
|
(63,329
|
)
|
|
|
(42,959
|
)
|
Loss on debt restructure
|
|
–
|
|
|
|
(462
|
)
|
|
|
(1,676
|
)
|
|
|
(462
|
)
|
Tax Receivable Agreement liability adjustment
|
|
(1,324
|
)
|
|
|
100,837
|
|
|
|
(1,324
|
)
|
|
|
100,758
|
|
|
|
(28,468
|
)
|
|
|
80,002
|
|
|
|
(104,644
|
)
|
|
|
29,647
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
(71,491
|
)
|
|
|
123,287
|
|
|
|
96,371
|
|
|
|
385,602
|
|
Income tax (expense) benefit
|
|
237
|
|
|
|
(127,198
|
)
|
|
|
(30,790
|
)
|
|
|
(154,910
|
)
|
Net income (loss)
|
|
(71,254
|
)
|
|
|
(3,911
|
)
|
|
|
65,581
|
|
|
|
230,692
|
|
Less: (income) loss attributable to non-controlling interests
|
|
40,926
|
|
|
|
(11,919
|
)
|
|
|
(55,183
|
)
|
|
|
(200,839
|
)
|
Income (loss) attributable to Camping World Holdings, Inc.
|
$
|
(30,328
|
)
|
|
$
|
(15,830
|
)
|
|
$
|
10,398
|
|
|
$
|
29,853
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share of Class A common stock:
|
|
|
|
|
|
|
Basic
|
$
|
(0.82
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.28
|
|
|
$
|
1.12
|
|
Diluted
|
$
|
(0.83
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.28
|
|
|
$
|
1.12
|
|
Weighted average shares of Class A common stock outstanding:
|
|
|
|
|
|
|
Basic
|
|
37,137
|
|
|
$
|
34,837
|
|
|
|
36,985
|
|
|
$
|
26,622
|
|
Diluted
|
|
88,812
|
|
|
$
|
34,837
|
|
|
|
88,878
|
|
|
$
|
26,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of Operations
|
|
Camping World Holdings, Inc. and Subsidiaries
|
Consolidated Balance Sheets
|
($ in Thousands Except Per Share Amounts)
|
|
|
|
|
|
As of December 31,
|
|
|
2018
|
|
|
|
2017
|
Assets
|
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$
|
138,557
|
|
|
$
|
224,163
|
Contracts in transit
|
|
53,214
|
|
|
|
46,227
|
Accounts receivable, net
|
|
85,711
|
|
|
|
79,881
|
Inventories, net
|
|
1,558,970
|
|
|
|
1,415,915
|
Prepaid expenses and other assets
|
|
51,710
|
|
|
|
41,138
|
Total current assets
|
|
1,888,162
|
|
|
|
1,807,324
|
|
|
|
|
Property and equipment, net
|
|
359,855
|
|
|
|
198,022
|
Deferred tax asset, net
|
|
145,943
|
|
|
|
152,683
|
Intangibles assets, net
|
|
35,284
|
|
|
|
38,707
|
Goodwill
|
|
359,117
|
|
|
|
348,387
|
Other assets
|
|
18,326
|
|
|
|
21,903
|
Total assets
|
$
|
2,806,687
|
|
|
$
|
2,567,026
|
|
|
|
|
Liabilities and stockholders' equity
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable
|
$
|
144,808
|
|
|
$
|
125,616
|
Accrued liabilities
|
|
124,619
|
|
|
|
101,929
|
Deferred revenues and gains
|
|
88,054
|
|
|
|
77,669
|
Current portion of capital lease obligation
|
|
23
|
|
|
|
844
|
Current portion of Tax Receivable Agreement liability
|
|
9,446
|
|
|
|
8,906
|
Current portion of long-term debt
|
|
12,977
|
|
|
|
9,465
|
Notes payable – floor plan, net
|
|
885,980
|
|
|
|
974,043
|
Other current liabilities
|
|
39,211
|
|
|
|
32,662
|
Total current liabilities
|
|
1,305,118
|
|
|
|
1,331,134
|
|
|
|
|
Capital lease obligations, net of current portion
|
|
–
|
|
|
|
23
|
Right to use liability
|
|
5,147
|
|
|
|
10,193
|
Tax Receivable Agreement liability, net of current portion
|
|
124,763
|
|
|
|
130,826
|
Revolving line of credit
|
|
38,739
|
|
|
|
–
|
Long-term debt, net of current portion
|
|
1,152,888
|
|
|
|
907,437
|
Deferred revenues and gains
|
|
67,157
|
|
|
|
64,061
|
Other long-term liabilities
|
|
79,958
|
|
|
|
51,589
|
Total liabilities
|
|
2,773,770
|
|
|
|
2,495,263
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
Preferred stock, par value $0.01 per share – 20,000,000 shares
authorized; none issued and outstanding as of December 31, 2018 and
December 31, 2017
|
|
–
|
|
|
|
–
|
Class A common stock, par value $0.01 per share – 250,000,000 shares
authorized; 37,278,690 issued and 37,192,364 outstanding as of
December 31, 2018 and 36,758,233 issued and 36,749,072 outstanding
as of December 31, 2017
|
|
372
|
|
|
|
367
|
Class B common stock, par value $0.0001 per share – 75,000,000
shares authorized; 69,066,445 issued; and 50,706,629 outstanding
as of December 31, 2018 and 50,706,629 outstanding as of December
31, 2017
|
|
5
|
|
|
|
5
|
Class C common stock, par value $0.0001 per share – one share
authorized, issued and outstanding as of December 31, 2018 and
December 31, 2017
|
|
–
|
|
|
|
–
|
Additional paid-in capital
|
|
47,531
|
|
|
|
42,520
|
Retained earnings (deficit)
|
|
(3,370
|
)
|
|
|
7,619
|
Total stockholders' equity attributable to Camping World Holdings,
Inc.
|
|
44,538
|
|
|
|
50,511
|
Non-controlling interests
|
|
(11,621
|
)
|
|
|
21,252
|
Total stockholders' equity
|
|
32,917
|
|
|
|
71,763
|
|
|
|
|
Total liabilities and stockholders' equity
|
$
|
2,806,687
|
|
|
$
|
2,567,026
|
|
|
|
|
|
|
|
Earnings Per Share
Basic earnings per share of Class A common stock is computed by dividing
net income (loss) 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 (loss) 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
|
|
Year ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
(In thousands except per share amounts)
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2018
|
|
|
|
2017
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(71,254
|
)
|
|
$
|
(3,911
|
)
|
|
$
|
65,581
|
|
|
$
|
230,692
|
|
Less: net income (loss) attributable to non-controlling interests
|
|
|
40,926
|
|
|
|
(11,919
|
)
|
|
|
(55,183
|
)
|
|
|
(200,839
|
)
|
Net (loss) income attributable to Camping World Holdings, Inc. —
basic
|
|
|
(30,328
|
)
|
|
|
(15,830
|
)
|
|
|
10,398
|
|
|
|
29,853
|
|
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
|
|
|
(43,228
|
)
|
|
|
—
|
|
|
|
14,240
|
|
|
|
—
|
|
Net (loss) income attributable to Camping World Holdings, Inc. —
diluted
|
|
$
|
(73,556
|
)
|
|
$
|
(15,830
|
)
|
|
$
|
24,638
|
|
|
$
|
29,853
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average shares of Class A common stock outstanding — basic
|
|
|
37,137
|
|
|
|
34,837
|
|
|
|
36,985
|
|
|
|
26,622
|
|
Dilutive options to purchase Class A common stock
|
|
|
—
|
|
|
|
—
|
|
|
|
78
|
|
|
|
—
|
|
Dilutive restricted stock units
|
|
|
—
|
|
|
|
—
|
|
|
|
83
|
|
|
|
—
|
|
Dilutive common units of CWGS, LLC that are convertible into Class A
common stock
|
|
|
51,675
|
|
|
|
—
|
|
|
|
51,732
|
|
|
|
—
|
|
Weighted-average shares of Class A common stock outstanding — diluted
|
|
|
88,812
|
|
|
|
34,837
|
|
|
|
88,878
|
|
|
|
26,622
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share of Class A common stock — basic
|
|
$
|
(0.82
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.28
|
|
|
$
|
1.12
|
|
Earnings per share of Class A common stock — diluted
|
|
$
|
(0.83
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.28
|
|
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
891
|
|
|
|
995
|
|
|
|
681
|
|
|
|
1,063
|
|
Restricted stock units
|
|
|
1,655
|
|
|
|
831
|
|
|
|
1,037
|
|
|
|
393
|
|
Common units of CWGS, LLC that are convertible into Class A common
stock
|
|
|
—
|
|
|
|
53,772
|
|
|
|
—
|
|
|
|
59,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared
and presented in accordance with accounting principles generally
accepted in the United States (“GAAP”), we use the following non-GAAP
financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin,
Adjusted Net Income Attributable to Camping World Holdings, Inc. –
Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc.
– Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings
Per Share – Diluted (collectively the "Non-GAAP Financial Measures"). We
believe that these Non-GAAP Financial Measures, when used in conjunction
with GAAP financial measures, provide useful information about operating
results, enhance the overall understanding of past financial performance
and future prospects, and allow for greater transparency with respect to
the key metrics we use in our financial and operational decision making.
These non-GAAP measures are also frequently used by analysts, investors
and other interested parties to evaluate companies in the Company’s
industry. The presentation of this financial information is not intended
to be considered in isolation or as a substitute for, or superior to,
the financial information prepared and presented in accordance with
GAAP, and they should not be construed as an inference that the
Company’s future results will be unaffected by any items adjusted for in
these non-GAAP measures. In evaluating these non-GAAP measures, you
should be aware that in the future the Company may incur expenses that
are the same as or similar to some of those adjusted in this
presentation. The Non-GAAP Financial Measures that we use are not
necessarily comparable to similarly titled measures used by other
companies due to different methods of calculation.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
We define “EBITDA” as net income before other interest expense, net
(excluding floor plan interest expense), provision for income tax
expense and depreciation and amortization. We define “Adjusted EBITDA”
as EBITDA further adjusted for the impact of certain non-cash and other
items that we do not consider in our evaluation of ongoing operating
performance. These items include, among other things, loss and expense
on debt restructure, goodwill impairment, loss (gain) on sale of assets,
equity-based compensation, Tax Receivable Agreement liability
adjustment, transaction expenses related to acquisitions, Gander
Outdoors pre-opening costs, and other unusual or one-time items. We
define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of
total revenue. We caution investors that amounts presented in accordance
with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA
Margin may not be comparable to similar measures disclosed by our
competitors, because not all companies and analysts calculate EBITDA,
Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We
present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we
consider them to be important supplemental measures of our performance
and believe they are frequently used by securities analysts, investors
and other interested parties in the evaluation of companies in our
industry. Management believes that investors’ understanding of our
performance is enhanced by including these Non-GAAP Financial Measures
as a reasonable basis for comparing our ongoing results of operations.
The following tables reconcile EBITDA, Adjusted EBITDA, and Adjusted
EBITDA Margin to the most directly comparable GAAP financial performance
measure, which are net income, net income and net income margin,
respectively:
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
December 31,
|
|
December 31,
|
($ in thousands)
|
|
2018
|
|
|
|
2017
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
(71,254
|
)
|
|
$
|
(3,911
|
)
|
|
$
|
65,581
|
|
|
$
|
230,692
|
|
Other interest expense, net
|
|
17,589
|
|
|
|
11,986
|
|
|
|
63,329
|
|
|
|
42,959
|
|
Depreciation and amortization
|
|
15,115
|
|
|
|
8,726
|
|
|
|
49,322
|
|
|
|
31,545
|
|
Income tax expense
|
|
(237
|
)
|
|
|
127,198
|
|
|
|
30,790
|
|
|
|
154,910
|
|
EBITDA
|
|
(38,787
|
)
|
|
|
143,999
|
|
|
|
209,022
|
|
|
|
460,106
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
Loss and expense on debt restructure (a)
|
|
–
|
|
|
|
849
|
|
|
|
2,056
|
|
|
|
849
|
|
Goodwill impairment (b)
|
|
40,046
|
|
|
|
–
|
|
|
|
40,046
|
|
|
|
–
|
|
Loss (gain) on sale of assets (c)
|
|
1,823
|
|
|
|
159
|
|
|
|
2,810
|
|
|
|
(133
|
)
|
Equity-based compensation (d)
|
|
3,553
|
|
|
|
2,317
|
|
|
|
14,088
|
|
|
|
5,109
|
|
Tax Receivable Agreement liability adjustment (e)
|
|
1,324
|
|
|
|
(100,837
|
)
|
|
|
1,324
|
|
|
|
(100,758
|
)
|
Acquisitions - transaction expense (f)
|
|
-
|
|
|
|
109
|
|
|
|
-
|
|
|
|
2,662
|
|
Gander Outdoors pre-opening costs (g)
|
|
2,385
|
|
|
|
17,683
|
|
|
|
43,156
|
|
|
|
26,352
|
|
Adjusted EBITDA
|
$
|
10,344
|
|
|
$
|
64,279
|
|
|
$
|
312,502
|
|
|
$
|
394,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
December 31,
|
|
December 31,
|
(as percentage of total revenue)
|
|
2018
|
|
|
|
2017
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
Net income (loss) margin
|
|
(7.3
|
%)
|
|
|
(0.4
|
%)
|
|
|
1.4
|
%
|
|
|
5.4
|
%
|
Other interest expense, net
|
|
1.8
|
%
|
|
|
1.3
|
%
|
|
|
1.3
|
%
|
|
|
1.0
|
%
|
Depreciation and amortization
|
|
1.5
|
%
|
|
|
1.0
|
%
|
|
|
1.0
|
%
|
|
|
0.7
|
%
|
Income tax expense
|
|
(0.0
|
%)
|
|
|
14.3
|
%
|
|
|
0.6
|
%
|
|
|
3.6
|
%
|
Subtotal EBITDA margin
|
|
(3.9
|
%)
|
|
|
16.2
|
%
|
|
|
4.4
|
%
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
Loss and expense on debt restructure (a)
|
|
—
|
|
|
|
0.1
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
Goodwill impairment (b)
|
|
4.1
|
%
|
|
|
—
|
|
|
|
0.8
|
%
|
|
|
—
|
|
Loss (gain) on sale of assets (c)
|
|
0.2
|
%
|
|
|
0.0
|
%
|
|
|
0.1
|
%
|
|
|
(0.0
|
%)
|
Equity-based compensation (d)
|
|
0.4
|
%
|
|
|
0.3
|
%
|
|
|
0.3
|
%
|
|
|
0.1
|
%
|
Tax Receivable Agreement liability adjustment (e)
|
|
0.1
|
%
|
|
|
(11.4
|
%)
|
|
|
0.0
|
%
|
|
|
(2.4
|
%)
|
Acquisitions - transaction expense (f)
|
|
—
|
|
|
|
0.0
|
%
|
|
|
—
|
|
|
|
0.1
|
%
|
Gander Outdoors pre-opening costs (g)
|
|
0.2
|
%
|
|
|
2.0
|
%
|
|
|
0.9
|
%
|
|
|
0.6
|
%
|
Adjusted EBITDA margin
|
|
1.1
|
%
|
|
|
7.2
|
%
|
|
|
6.5
|
%
|
|
|
9.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Represents the loss and expense incurred on debt restructure and
financing expense incurred from the Third Amendment to the Credit
Agreement in 2018, the First and Second Amendment to the Senior
Credit Facilities in 2017.
|
(b)
|
|
Represents a goodwill impairment charge of $40.0 million related to
the Retail segment in the fourth quarter of 2018.
|
(c)
|
|
Represents an adjustment to eliminate the gains and losses on sales
of various assets.
|
(d)
|
|
Represents non-cash equity-based compensation expense relating to
employees and directors of the Company.
|
(e)
|
|
Represents an adjustment to eliminate the gains on remeasurement of
the Tax Receivable Agreement primarily due to changes in our
effective income tax rate.
|
(f)
|
|
Represent transaction expenses, primarily legal costs, associated
with acquisitions into new or complementary markets, including the
Gander Mountain acquisition. This amount excludes transaction
expenses related to the acquisition of RV dealerships, consumer
shows, and other Retail segment business acquisitions.
|
(g)
|
|
Represents pre-opening store costs associated with the Gander
Outdoors store openings, which is comprised of 1) Gander
Outdoors-specific corporate and retail overhead, 2) distribution
center expenses, and 3) store-level startup expenses.
|
|
|
|
Adjusted Net Income Attributable to Camping World Holdings, Inc. and
Adjusted Earnings Per Share
We define “Adjusted Net Income Attributable to Camping World Holdings,
Inc. – Basic” as net income attributable to Camping World Holdings, Inc.
adjusted for the impact of certain non-cash and other items that we do
not consider in our evaluation of ongoing operating performance. These
items include, among other things, loss (gain) and expense on debt
restructure, loss (gain) on sale of assets, equity-based compensation,
Tax Receivable Agreement liability adjustment, transaction expenses
related to acquisitions, Gander Outdoors pre-opening costs, other
unusual or one-time items, the income tax expense effect of these
adjustments, and the effect of net income attributable to
non-controlling interests from these adjustments.
We define “Adjusted Net Income Attributable to Camping World Holdings,
Inc. – Diluted” as Adjusted Net Income Attributable to Camping World
Holdings, Inc. – Basic adjusted for the reallocation of net income
attributable to non-controlling interests from stock options and
restricted stock units, if dilutive, or the assumed exchange, if
dilutive, of all outstanding common units in CWGS, LLC for shares of
newly-issued Class A common stock of Camping World Holdings, Inc.
We define “Adjusted Earnings Per Share – Basic” as Adjusted Net Income
Attributable to Camping World Holdings, Inc. - Basic divided by the
weighted-average shares of Class A common stock outstanding. We define
“Adjusted Earnings Per Share – Diluted” as Adjusted Net Income
Attributable to Camping World Holdings, Inc. – Diluted divided by the
weighted-average shares of Class A common stock outstanding, assuming
(i) the exchange of all outstanding common units in CWGS, LLC for
newly-issued shares of Class A common stock of Camping World Holdings,
Inc., if dilutive, and (ii) the dilutive effect of stock options and
restricted stock units, if any. We present Adjusted Net Income
Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net
Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted
Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted
because we consider them to be important supplemental measures of our
performance and we believe that investors’ understanding of our
performance is enhanced by including these Non GAAP financial measures
as a reasonable basis for comparing our ongoing results of operations.
The following table reconciles Adjusted Net Income Attributable to
Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable
to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share –
Basic, and Adjusted Earnings Per Share – Diluted to the most directly
comparable GAAP financial performance measure, which is net income
attributable to Camping World Holdings, Inc., in the case of the
Adjusted Net Income non-GAAP financial measures, and weighted-average
shares of Class A common stock outstanding – basic, in the case of the
Adjusted Earnings Per Share non-GAAP financial measures:
|
Three Months Ended
|
|
Year ended
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
(In thousands except per share amounts)
|
|
2018
|
|
|
|
2017
|
|
|
|
2018
|
|
|
|
2017
|
|
Numerator:
|
|
|
|
|
|
|
|
Net (loss) income attributable to Camping World Holdings, Inc.
|
$
|
(30,328
|
)
|
|
$
|
(15,830
|
)
|
|
$
|
10,398
|
|
|
$
|
29,853
|
|
Adjustments related to basic calculation:
|
|
|
|
|
|
|
|
Loss and expense on debt restructure (a)
|
|
—
|
|
|
|
849
|
|
|
|
2,056
|
|
|
|
849
|
|
Goodwill impairment (b)
|
|
40,046
|
|
|
|
—
|
|
|
|
40,046
|
|
|
|
—
|
|
Loss (gain) on sale of assets (c)
|
|
1,823
|
|
|
|
159
|
|
|
|
2,810
|
|
|
|
(133
|
)
|
Equity-based compensation (d)
|
|
3,553
|
|
|
|
2,317
|
|
|
|
14,088
|
|
|
|
5,109
|
|
Tax Receivable Agreement liability adjustment (e)
|
|
1,324
|
|
|
|
(100,837
|
)
|
|
|
1,324
|
|
|
|
(100,758
|
)
|
Acquisitions - transaction expense (f)
|
|
—
|
|
|
|
109
|
|
|
|
—
|
|
|
|
2,662
|
|
Gander Outdoors pre-opening costs (g)
|
|
2,385
|
|
|
|
17,683
|
|
|
|
43,156
|
|
|
|
26,352
|
|
Revaluation of deferred tax assets from tax reform (h)
|
|
—
|
|
|
|
117,035
|
|
|
|
—
|
|
|
|
117,035
|
|
Income tax expense (i)
|
|
(662
|
)
|
|
|
(415
|
)
|
|
|
(1,773
|
)
|
|
|
(726
|
)
|
Adjustment to net income attributable to non-controlling interests
resulting from the above adjustments (j)
|
|
(27,815
|
)
|
|
|
(12,560
|
)
|
|
|
(59,542
|
)
|
|
|
(22,019
|
)
|
Adjusted net (loss) income attributable to Camping World Holdings,
Inc. – basic
|
|
(9,674
|
)
|
|
|
8,510
|
|
|
|
52,563
|
|
|
|
58,224
|
|
Adjustments related to diluted calculation:
|
|
|
|
|
|
|
|
Reallocation of net income attributable to non-controlling interests
from the dilutive effect of stock options and restricted stock units
(k)
|
|
—
|
|
|
|
—
|
|
|
|
221
|
|
|
|
648
|
|
Income tax on reallocation of net income attributable to
non-controlling interests from the dilutive effect of stock options
and restricted stock units (l)
|
|
—
|
|
|
|
—
|
|
|
|
(78
|
)
|
|
|
(256
|
)
|
Reallocation of net income attributable to non-controlling interests
from the dilutive exchange of common units in CWGS, LLC (k)
|
|
—
|
|
|
|
24,479
|
|
|
|
—
|
|
|
|
—
|
|
Income tax on reallocation of net income attributable to
non-controlling interests from the dilutive exchange of common units
in CWGS, LLC (l)
|
|
—
|
|
|
|
(11,349
|
)
|
|
|
—
|
|
|
|
—
|
|
Adjusted net (loss) income attributable to Camping World Holdings,
Inc. – diluted
|
$
|
(9,674
|
)
|
|
$
|
21,640
|
|
|
$
|
52,706
|
|
|
$
|
58,616
|
|
Denominator:
|
|
|
|
|
|
|
|
Weighted-average Class A common shares outstanding - basic
|
|
37,137
|
|
|
|
34,837
|
|
|
|
36,985
|
|
|
|
26,622
|
|
Adjustments related to diluted calculation:
|
|
|
|
|
|
|
|
Dilutive exchange of common units in CWGS, LLC for shares of Class A
common stock (m)
|
|
—
|
|
|
|
53,772
|
|
|
|
—
|
|
|
|
—
|
|
Dilutive options to purchase Class A common stock (m)
|
|
—
|
|
|
|
376
|
|
|
|
78
|
|
|
|
200
|
|
Dilutive restricted stock units (m)
|
|
—
|
|
|
|
200
|
|
|
|
83
|
|
|
|
112
|
|
Adjusted weighted average Class A common shares outstanding – diluted
|
|
37,137
|
|
|
|
89,185
|
|
|
|
37,146
|
|
|
|
26,934
|
|
|
|
|
|
|
|
|
|
Adjusted earnings (loss) per share - basic
|
$
|
(0.26
|
)
|
|
$
|
0.24
|
|
|
$
|
1.42
|
|
|
$
|
2.19
|
|
Adjusted earnings (loss) per share - diluted
|
|
(0.26
|
)
|
|
|
0.24
|
|
|
|
1.42
|
|
|
|
2.18
|
|
|
|
|
|
|
|
|
|
Anti-dilutive amounts (n):
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
Reallocation of net income attributable to non-controlling
interests from the anti-dilutive exchange of common units in CWGS,
LLC (k)
|
$
|
(13,111
|
)
|
|
$
|
-
|
|
|
$
|
114,503
|
|
|
$
|
222,210
|
|
Income tax on reallocation of net income attributable to
non-controlling interests from the anti-dilutive exchange of
common units in CWGS, LLC (l)
|
$
|
(2,751
|
)
|
|
$
|
-
|
|
|
$
|
(42,865
|
)
|
|
$
|
(85,233
|
)
|
Assumed income tax benefit (expense) of combining C-corporations
with full valuation allowances with the income of other
consolidated entities after the anti-dilutive exchange of common
units in CWGS, LLC (o)
|
$
|
10,531
|
|
|
$
|
-
|
|
|
$
|
25,284
|
|
|
$
|
-
|
|
Denominator:
|
|
|
|
|
|
|
|
Anti-dilutive exchange of common units in CWGS, LLC for shares of
Class A common stock (m)
|
|
51,675
|
|
|
|
-
|
|
|
|
51,732
|
|
|
|
59,995
|
|
Anti-dilutive restricted stock units (m)
|
|
23
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Represents the loss and expense incurred on debt restructure and
financing expense incurred from the First and Second Amendment to
the Senior Credit Facilities in 2017.
|
(b)
|
|
Represents a goodwill impairment charge of $40.0 million related to
the Retail segment in the fourth quarter of 2018.
|
(c)
|
|
Represents an adjustment to eliminate the gains and losses on sales
of various assets.
|
(d)
|
|
Represents non-cash equity-based compensation expense relating to
employees and directors of the Company.
|
(e)
|
|
Represents an adjustment to eliminate the gains on remeasurement of
the Tax Receivable Agreement primarily due to changes in our
effective income tax rate.
|
(f)
|
|
Represents transaction expenses, primarily legal costs, associated
with acquisitions into new or complementary markets, including the
Gander Mountain acquisition. This amount excludes transaction
expenses related to the acquisition of RV dealerships, and other
Retail segment business acquisitions.
|
(g)
|
|
Represents pre-opening store costs associated with the Gander
Outdoors store openings, which is comprised of 1) Gander
Outdoors-specific corporate and retail overhead, 2) distribution
center expenses, and 3) store-level startup expenses.
|
(h)
|
|
This amount relates to the remeasurement of federal net deferred tax
assets resulting from the permanent reduction in the U.S. statutory
corporate tax rate to 21% from 35% under the 2017 Tax Act.
|
(i)
|
|
Represents the income tax expense effect of the above adjustments,
the majority of which are related to entities with full valuation
allowances for which no tax benefit can be currently recognized.
This assumption uses effective tax rates of 25.3% to 25.5% for the
adjustments for 2018 and 38.5% for the adjustments for 2017.
|
(j)
|
|
Represents the adjustment to net income attributable to
non-controlling interests resulting from the above adjustments that
impact the net income of CWGS, LLC. This adjustment uses the
non-controlling interest’s weighted average ownership of CWGS, LLC
of 58.3% and 69.3% for the year ended December 31, 2018 and 2017,
respectively.
|
(k)
|
|
Represents the reallocation of net income attributable to
non-controlling interests from the impact of the assumed change in
ownership of CWGS, LLC from stock options, restricted stock units,
and/or common units of CWGS, LLC.
|
(l)
|
|
Represents the income tax expense effect of the above adjustment for
reallocation of net income attributable to non-controlling
interests. This assumption uses effective tax rates of 25.3% to
25.5% for the adjustments for 2018 and 38.5% for the adjustment for
2017.
|
(m)
|
|
Represents the impact to the denominator for stock options,
restricted stock units, and/or common units of CWGS, LLC.
|
(n)
|
|
The below amounts have not been considered in our adjusted earnings
per share – diluted amounts as the effect of these items are
anti-dilutive.
|
(o)
|
|
Represents adjustments to reflect the income tax benefit of losses
of consolidated C-corporations that under the Company’s current
equity structure cannot be used against the income of other
consolidated subsidiaries of CWGS, LLC. Subsequent to the exchange
of all common units in CWGS, LLC, the Company believes certain
actions could be taken such that the C-corporations’ losses could
offset income of other consolidated subsidiaries. The adjustment
reflects the income tax benefit assuming effective tax rates of
25.3% to 25.5% during 2018, for the losses experienced by the
consolidated C-corporations for which valuation allowances have been
recorded. No assumed release of valuation allowance established for
previous periods are included in these amounts. Prior to 2018, the
Company did not consider the losses of these C-corporations with
valuation allowances to be significant and the Company did not
retroactively adjust 2017 for these amounts, which was $4.4 million
for the year ended December 31, 2017.
|
|
|
|
Prior to our Form 10-Q for the three months ended September 30, 2018, we
had calculated adjusted earnings per share on a fully exchanged basis
regardless of whether the common units in CWGS, LLC were dilutive. That
calculation will no longer be presented, however, we have provided
anti-dilutive amounts in the table above, when applicable.
Uses and Limitations of Non-GAAP Financial Measures
Management and our board of directors use the Non-GAAP financial
measures:
-
as a measurement of operating performance because they assist us in
comparing the operating performance of our business on a consistent
basis, as they remove the impact of items not directly resulting from
our core operations;
-
for planning purposes, including the preparation of our internal
annual operating budget and financial projections; and
-
to evaluate the performance and effectiveness of our operational
strategies.
By providing these Non-GAAP financial measures, together with
reconciliations, we believe we are enhancing investors’ understanding of
our business and our results of operations, as well as assisting
investors in evaluating how well we are executing our strategic
initiatives. In addition, our Senior Secured Credit Facilities use
EBITDA to measure our compliance with covenants such as consolidated
leverage ratio. The Non-GAAP financial measures have limitations as
analytical tools, and should not be considered in isolation, or as an
alternative to, or a substitute for net income or other financial
statement data presented in our unaudited condensed consolidated
financial statements included in this press release as indicators of
financial performance. Some of the limitations are:
-
such measures do not reflect our cash expenditures, or future
requirements for capital expenditures or contractual commitments;
-
such measures do not reflect changes in, or cash requirements for, our
working capital needs;
-
some of such measures do not reflect the interest expense, or the cash
requirements necessary to service interest or principal payments on
our debt;
-
some of such measures do not reflect our tax expense or the cash
requirements to pay our taxes;
-
although depreciation and amortization are non-cash charges, the
assets being depreciated and amortized will often have to be replaced
in the future and such measures do not reflect any cash requirements
for such replacements; and
-
other companies in our industry may calculate such measures
differently than we do, limiting their usefulness as comparative
measures.
Due to these limitations, the Non-GAAP financial measures should not be
considered as measures of discretionary cash available to us to invest
in the growth of our business. We compensate for these limitations by
relying primarily on our GAAP results and using these Non-GAAP financial
measures only supplementally. As noted in the tables above, certain of
the Non-GAAP financial measures include adjustments for reallocation of
net income attributable to non-controlling interests, loss and expense
on debt restructure, loss (gain) on sale of assets, equity-based
compensation, Tax Receivable Agreement liability adjustment, transaction
expenses related to acquisitions into new or complementary markets,
Gander Outdoors pre-opening costs, other unusual or one-time items, and
the income tax expense effect described above, as applicable. It is
reasonable to expect that certain of these items will occur in future
periods. However, we believe these adjustments are appropriate because
the amounts recognized can vary significantly from period to period, do
not directly relate to the ongoing operations of our business and
complicate comparisons of our internal operating results and operating
results of other companies over time. Each of the normal recurring
adjustments and other adjustments described in this paragraph, and in
the reconciliation tables above, help management with a measure of our
core operating performance over time by removing items that are not
related to day to day operations.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190307005809/en/
Investors:
John Rouleau
John.Rouleau@CampingWorld.com
Media
Outlets:
Karen Porter
PR-CWGS@CampingWorld.com
Source: Camping World Holdings, Inc.