United States Securities and Exchange Commission Form
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For 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 incorporation or organization) (I.R.S. Employer Identification No.) 250 Parkway Drive, Suite 270 Lincolnshire, IL 60069 (Address of principal executive offices) (Zip Code) Telephone: (847) 808-3000 (Registrant’s telephone number, including area code) Title of each class Name of each exchange on which registered Class A Common Stock, Par Value $0.01 Per Share New York Stock Exchange Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, CWH New York Stock Exchange $0.01 par value per share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the new registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer 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 for complying 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 The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of June 28, 2019, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $404,459,000. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates. As of February 25, 2020, the registrant had 37,533,138 shares of Class A common stock outstanding, 50,706,629 shares of Class B common stock outstanding, and one share of Class C common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement relating to its 2020 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2019 are incorporated herein by reference in Part III. Camping World Holdings, Inc. Form 10-K For the Fiscal Year Ended December 31, 2019 INDEX Page PART I Item 1 Business ........................................................................ 5 Item 1A Risk Factors ..................................................................... 15 Item 1B Unresolved Staff Comments ....................................................... 45 Item 2 Properties ....................................................................... 45 Item 3 Legal Proceedings ............................................................... 46 Item 4 Mine Safety Disclosures ........................................................... 46 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .................................................... 50 Item 6 Selected Financial Data ........................................................... 52 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations . 56 Item 7A Quantitative and Qualitative Disclosures About Market Risk ............................ 94 Item 8 Financial Statements and Supplementary Data ....................................... 96 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ..................................................................... 151 Item 9A Controls and Procedures .......................................................... 151 Item 9B Other Information ................................................................ 154 PART III Item 10 Directors, Executive Officers and Corporate Governance .............................. 155 Item 11 Executive Compensation .......................................................... 155 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related 155 Stockholder Matters ............................................................. Item 13 Certain Relationships and Related Transactions, and Director Independence ............. 155 Item 14 Principal Accountant Fees and Services ............................................. 156 PART IV Item 15 Exhibits and Financial Statement Schedules ......................................... 157 Item 16 Form 10-K Summary ............................................................. 161 Signatures ............................................................................ 162 2 BASIS OF PRESENTATION As used in this Annual Report on Form 10-K (this “Form 10-K”), unless the context otherwise requires, references to: • “we,” “us,” “our,” the “Company,” “Camping World,” “Good Sam” and similar references refer to Camping World Holdings, 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. • "Active Customer" refers to a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is December 31, 2019, our most recently completed fiscal quarter. • “Continuing Equity Owners” refers collectively to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders and each of their permitted transferees that own common units in CWGS, LLC and who may redeem at each of their options their common units for, at our election (determined solely by our independent directors within the meaning of the rules of the New York Stock Exchange who are disinterested), cash or newly-issued shares of our Class A common stock. • “Crestview” refers to Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P. • “CWGS LLC Agreement” refers to CWGS, LLC’s amended and restated limited liability company agreement, as amended. • “Former Equity Owners” refers to those Original Equity Owners controlled by Crestview Partners II GP, L.P. that have exchanged their direct or indirect ownership interests in CWGS, LLC for shares of our Class A common stock in connection with the consummation of our initial public offering (“IPO”). • “Former Profit Unit Holders” refers collectively to our named executive officers (excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of our board of directors, and certain other current and former non-executive employees and former directors, in each case, who held common units of CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO and received common units of CWGS, LLC in exchange for their profit units in CWGS, LLC. • “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, Marcus Lemonis. • “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 by our 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 18 – Stockholders’ Equity to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, respectively) conducted in conjunction with our IPO, including