LINCOLNSHIRE, IL--(BUSINESS WIRE)--Camping World Holdings, Inc. (NYSE: CWH) (“Camping World,” “CWH,” “Company,” “we,” “us” or “our”) today reported results for the first quarter ended March 31, 2019.
First quarter highlights and year-over-year financial comparisons:
- Revenue increased 0.6% to $1.065 billion;
- Gross profit decreased 1.2% to $298.3 million;
- Income from operations, net loss and diluted loss per share of Class A common stock were $16.9 million, $26.8 million, and $0.52, respectively;
- Adjusted EBITDA(1) was $21.4 million; and
- The number of Active Customers(2) increased 31.4% to 5.1 million and the number of Good Sam Club memberships increased 17.1% to approximately 2.15 million.
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|
(1) |
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. | |
|
(2) |
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. | |
Marcus A. Lemonis, Chairman and Chief Executive Officer, stated, “We are excited about the progress we have made in our business. Our financial results for the quarter and the directional trends in our business were essentially in line with our full year guidance expectations. Consistent with our forecast, we have seen an improvement in sales trends since mid-March that has continued into April and early May, and our outlook for the full year remains unchanged.”
Change in Segment Reporting
Following the resignation of Roger Nuttall from his position as President of Camping World on December 21, 2018, the Company took steps during the quarter ended March 31, 2019 to realign the reporting structure of the Company including management and internal reporting. 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 recast to conform to the current period presentation.
The Company previously had three reportable segments: (i) Consumer Services and Plans; (ii) Dealership, and (iii) Retail. Following the realignment, the Company now has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. In conjunction with the first quarter 2019 realignment of our reporting structure, the Company combined our prior Dealership and Retail segments into the RV and Outdoor Retail segment. The Company has also reclassified a portion of the former Consumer Services and Plans segment, the Good Sam Club and co-branded credit card operations, to the RV and Outdoor Retail segment, which reflects the synergies of those two programs with the RV and Outdoor Retail locations. Within the Good Sam 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; vehicle financing and refinancing; shows and events; and publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used recreational vehicles (“RVs”); sales of RV products and services, including the sale of parts, accessories, supplies and services for RVs, and equipment, gear and supplies for camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport and other outdoor activities; commissions on the finance and insurance contracts related to the sale of RVs; and Good Sam Club memberships and co-branded credit cards.
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.
First Quarter 2019 Results
Good Sam Services and Plans Segment
- Segment revenue(3) increased 4.8% to $47.0 million;
- Segment gross profit(3) increased 7.7% to $26.2 million and segment gross margin(3) increased 150 basis points to 55.9%; and
- Segment income(4) increased 3.1% to $22.4 million.
RV and Outdoor Retail Segment
-
Segment revenue(3) increased 0.4% to $1,017.8 million;
- Same store revenue decreased 11.0% to $847.9 million across the same store base of 139 locations, of which 121 sold new and/or used RV vehicles
- Segment gross profit(3) decreased 2.0% to $272.1 million and segment gross margin(3) decreased 64 basis points to 26.7%;
- Segment income decreased 101.5% to a segment loss(4) of $0.4 million;
-
Vehicle units sold decreased 5.5% to 23,193 units;
- New vehicle units sold decreased 7.9% to 15,016 units
- Used vehicle units sold decreased 0.9% to 8,177 units
-
Average selling price per vehicle unit sold decreased 0.1% to $30,595;
- New vehicles decreased 0.8% to $35,268 per unit
- Used vehicles increased 5.5% to $22,014 per unit
-
Same store vehicle units sold decreased 12.1% to 21,112 units;
- New vehicle same store units sold decreased 15.6% to 13,497 units
- Used vehicle same store units sold decreased 5.2% to 7,615 units
- Gross profit per vehicle sold including finance and insurance increased 2.2% to $8,433;
- Finance and insurance revenue as a percentage of total vehicle revenue increased 110 basis points to 12.9%;
- New vehicle inventory per dealership location increased 0.1% to $7.2 million from December 31, 2018;
-
Products, service and other revenue increased 24.8% to $204.9 million
and gross profit increased 0.6% to $68.8 million;
- Same store products, service and other revenue decreased 9.6% to $113.0 million
-
Good Sam Club revenue increased 27.5% to $11.5 million and gross
profit increased 16.2% to $7.7 million; and
- Good Sam Club memberships increased 17.1% to approximately 2.15 million
- At March 31, 2019, the Company operated a total of 226 RV and Outdoor Retail locations, with 147 of these selling new and/or used RV vehicles.
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|
(3) |
Revenue, gross profit and gross margin are after elimination of inter-segment revenues. | |
|
(4) |
Segment income (loss) is defined as income (loss) from operations before depreciation and amortization plus floor plan interest. | |
Select Balance Sheet and Cash Flow Items
The Company's working capital and cash and cash equivalents as of March 31, 2019 were $505.1 million and $70.0 million, respectively. Total inventories increased 4.1% to $1,623.0 million as compared to December 31, 2018, driven by a 5.7% increase in products, parts, accessories and miscellaneous inventory, and a 4.4% increase in new vehicle inventory, partially offset by a 3.3% decline in used inventory. At March 31, 2019, the Company had $42.6 million of borrowings under its revolving line of credit as part of its Floor Plan Facility, $1,172.1 million of term loans outstanding under the Senior Secured Credit Facilities, $9.5 million outstanding under the Real Estate Facility, and $882.3 million of floor plan notes payable under the Floor Plan Facility.
Revisions for Correction of Immaterial Errors
The Company corrected for errors that were immaterial to previously-reported consolidated financial statements. These errors were identified in connection with the preparation of the financial statements for the year ended December 31, 2018, and related primarily to i) the cancellation reserve for certain of its finance and insurance offerings within the former Dealership segment in other current liabilities and other long-term liabilities, ii) the calculation of the Tax Receivable Agreement liability that arose from transactions in 2017, iii) the classification in the condensed consolidated statements of cash flows of non-cash capital expenditures included in accounts payable and non-cash leasehold improvements paid by lessor in other, net, and iv) the adoption of Accounting Standards Codification (“ASC”) No. 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018. The amounts in the previous period have been revised to reflect the correction of these errors.
The following table presents the effect of the error corrections on the condensed consolidated statement of operations for the three months ended March 31, 2018:
| Three Months Ended March 31, 2018 | ||||||||||||
| ($ in thousands except per share amounts) | As Reported | Adjustment | As Corrected | |||||||||
| Revenue - Products, service and other | $ | 164,308 | $ | (156 | ) | $ | 164,152 | |||||
| Revenue - Finance and insurance, net | 91,849 | (2,749 | ) | 89,100 | ||||||||
| Total revenue | 1,061,566 | (2,905 | ) | 1,058,661 | ||||||||
|
Costs applicable to revenue - Good Sam services and plans(1) |
20,423 | 37 | 20,460 | |||||||||
| Costs applicable to revenue - Products, service and other | 95,888 | (86 | ) | 95,802 | ||||||||
| Costs applicable to revenue - Good Sam Club | 2,302 | 27 | 2,329 | |||||||||
| Total costs applicable to revenue | 756,790 | (22 | ) | 756,768 | ||||||||
| Selling, general and administrative expenses | 245,114 | 1,199 | 246,313 | |||||||||
| Total operating expenses | 255,023 | 1,199 | 256,222 | |||||||||
| Income from operations | 49,753 | (4,082 | ) | 45,671 | ||||||||
| Income before income taxes | 24,495 | (4,082 | ) | 20,413 | ||||||||
| Income tax expense | (7,219 | ) | 354 | (6,865 | ) | |||||||
| Net income | 17,276 | (3,728 | ) | 13,548 | ||||||||
| Net income attributable to non-controlling interests | (14,095 | ) | 2,368 | (11,727 | ) | |||||||
| Net income attributable to Camping World Holdings, Inc. | 3,181 | (1,360 | ) | 1,821 | ||||||||
| Earnings per share of Class A common stock: | ||||||||||||
| Basic | $ | 0.09 | $ | (0.04 | ) | $ | 0.05 | |||||
| Diluted | $ | 0.08 | $ | (0.03 | ) | $ | 0.05 | |||||
| (1) | Amounts were combined and previously reported as costs applicable to revenue consumer services and plans prior to reclassifications made for changes in segment reporting. | |
The following table presents the effect of the error corrections on the condensed consolidated statements of cash flows for the three months ended March 31, 2018:
| Three Months Ended March 31, 2018 | ||||||||||||
| ($ in thousands except per share amounts) | As Reported | Adjustment | As Corrected | |||||||||
| Net income | $ | 17,276 | $ | (3,728 | ) | $ | 13,548 | |||||
| Deferred income taxes | 2,736 | (310 | ) | 2,426 | ||||||||
| Receivables and contracts in transit | (56,104 | ) | (7,463 | ) | (63,567 | ) | ||||||
| Inventories | (150,918 | ) | (2,719 | ) | (153,637 | ) | ||||||
| Prepaid expenses and other assets | 1,675 | 3,944 | 5,619 | |||||||||
| Accounts payable and other accrued expenses | 123,987 | (1,181 | ) | 122,806 | ||||||||
| Deferred revenue and gains | (2,959 | ) | 973 | (1,986 | ) | |||||||
| Other | 524 | 1,732 | 2,256 | |||||||||
| Net cash used in operating activities | (48,218 | ) | (8,752 | ) | (56,970 | ) | ||||||
| Purchases of property and equipment | (52,021 | ) | 8,752 | (43,269 | ) | |||||||
| Net cash used in investing activities | (88,418 | ) | 8,752 | (79,666 | ) | |||||||
Earnings Conference Call and Webcast Information
A conference call to discuss the Company’s first quarter 2019 financial results is scheduled for today, May 8, 2019, at 3:30 p.m. Central Time. Investors and analysts can participate on the conference call by dialing 888-394-8218 or (323) 701-0255 and using conference ID # 8483527. 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 March 31, 2019, 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 first quarter ended March 31, 2019 to our financial results from the first quarter ended March 31, 2018.
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 226 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, 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: any remediation of the 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, 2018 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.
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Results of Operations |
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| Camping World Holdings, Inc. and Subsidiaries | ||||||||
| Condensed Consolidated Statements of Operations | ||||||||
| (In Thousands Except Per Share Amounts) | ||||||||
| Three Months Ended March 31, | ||||||||
| 2019 | 2018 | |||||||
| (unaudited) | (unaudited) | |||||||
| Revenue: | ||||||||
| Good Sam Services and Plans | $ | 46,966 | $ | 44,825 | ||||
| RV and Outdoor Retail | ||||||||
| New vehicles | 529,577 | 579,510 | ||||||
| Used vehicles | 180,008 | 172,091 | ||||||
| Products, service and other | 204,876 | 164,152 | ||||||
| Finance and insurance, net | 91,891 | 89,100 | ||||||
| Good Sam Club | 11,451 | 8,983 | ||||||
| Subtotal | 1,017,803 | 1,013,836 | ||||||
| Total revenue | 1,064,769 | 1,058,661 | ||||||
| Costs applicable to revenue (exclusive of depreciation and | ||||||||
| amortization shown separately below): | ||||||||
| Good Sam Services and Plans | 20,731 | 20,460 | ||||||
| RV and Outdoor Retail | ||||||||
| New vehicles | 463,044 | 503,884 | ||||||
| Used vehicles | 142,846 | 134,293 | ||||||
| Products, service and other | 136,104 | 95,802 | ||||||
| Good Sam Club | 3,717 | 2,329 | ||||||
| Subtotal | 745,711 | 736,308 | ||||||
| Total costs applicable to revenue | 766,442 | 756,768 | ||||||
| Gross profit: | ||||||||
| Good Sam Services and Plans | 26,235 | 24,365 | ||||||
| RV and Outdoor Retail | ||||||||
| New vehicles | 66,533 | 75,626 | ||||||
| Used Vehicles | 37,162 | 37,798 | ||||||
| Products, service and other | 68,772 | 68,350 | ||||||
| Finance and insurance, net | 91,891 | 89,100 | ||||||
| Good Sam Club | 7,734 | 6,654 | ||||||
| Subtotal | 272,092 | 277,528 | ||||||
| Total gross profit | 298,327 | 301,893 | ||||||
| Operating expenses: | ||||||||
| Selling, general, and administrative | 268,065 | 246,313 | ||||||
| Debt restructure expense | – | 424 | ||||||
| Depreciation and amortization | 13,594 | 9,400 | ||||||
| (Gain) loss on sale of assets | (214 | ) | 85 | |||||
| Total operating expenses | 281,445 | 256,222 | ||||||
| Income from operations | 16,882 | 45,671 | ||||||
| Other income (expense): | ||||||||
| Floor plan interest expense | (11,610 | ) | (10,743 | ) | ||||
| Other interest expense, net | (17,643 | ) | (12,839 | ) | ||||
| Loss on debt restructure | – | (1,676 | ) | |||||
| Tax Receivable Agreement liability adjustment | 8,477 | – | ||||||
| Total other income (expense) | (20,776 | ) | (25,258 | ) | ||||
| (Loss) income before income taxes | (3,894 | ) | 20,413 | |||||
| Income tax expense | (22,913 | ) | (6,865 | ) | ||||
| Net (loss) income | (26,807 | ) | 13,548 | |||||
| Less: net loss (income) attributable to non-controlling interests | 7,412 | (11,727 | ) | |||||
| Net (loss) income attributable to Camping World Holdings, Inc. | $ | (19,395 | ) | $ | 1,821 | |||
| Earnings per share of Class A common stock: | ||||||||
| Basic | $ | (0.52 | ) | $ | 0.05 | |||
| Diluted | $ | (0.52 | ) | $ | 0.05 | |||
| Weighted average shares of Class A common stock outstanding: | ||||||||
| Basic | 37,195 | 36,816 | ||||||
| Diluted | 37,195 | 37,320 | ||||||
| Camping World Holdings, Inc. and Subsidiaries | ||||||||
| Condensed Consolidated Balance Sheets | ||||||||
| ($ in Thousands Except Share and Per Share Amounts) | ||||||||
|
March 31, |
December 31, | |||||||
| 2019 | 2018 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 69,985 | $ | 138,557 | ||||
| Contracts in transit | 117,226 | 53,214 | ||||||
| Accounts receivable, net | 87,006 | 85,711 | ||||||
| Inventories | 1,622,964 | 1,558,970 | ||||||
| Prepaid expenses and other assets | 46,338 | 51,710 | ||||||
| Total current assets | 1,943,519 | 1,888,162 | ||||||
| Property and equipment, net | 343,946 | 359,855 | ||||||
| Operating lease assets | 820,090 | – | ||||||
| Deferred tax assets, net | 128,695 | 145,943 | ||||||
| Intangibles assets, net | 34,144 | 35,284 | ||||||
| Goodwill | 371,098 | 359,117 | ||||||
| Other assets | 20,931 | 18,326 | ||||||
| Total assets | $ | 3,662,423 | $ | 2,806,687 | ||||
| Liabilities and stockholders' equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 224,821 | $ | 144,808 | ||||
| Accrued liabilities | 130,949 | 124,619 | ||||||
| Deferred revenues and gains | 81,463 | 88,054 | ||||||
| Current portion of finance lease liabilities | 9 | 23 | ||||||
| Current portion of operating lease liabilities | 54,878 | – | ||||||
| Current portion of Tax Receivable Agreement liability | 9,376 | 9,446 | ||||||
| Current portion of long-term debt | 12,976 | 12,977 | ||||||
| Notes payable – floor plan, net | 882,346 | 885,980 | ||||||
| Other current liabilities | 41,573 | 39,211 | ||||||
| Total current liabilities | 1,438,391 | 1,305,118 | ||||||
| Right to use liability | – | 5,147 | ||||||
| Operating lease liabilities, net of current portion | 822,543 | – | ||||||
| Tax Receivable Agreement liability, net of current portion | 116,368 | 124,763 | ||||||
| Revolving line of credit | 42,610 | 38,739 | ||||||
| Long-term debt, net of current portion | 1,150,605 | 1,152,888 | ||||||
| Deferred revenues and gains | 57,393 | 67,157 | ||||||
| Other long-term liabilities | 26,879 | 79,958 | ||||||
| Total liabilities | 3,654,789 | 2,773,770 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock, par value $0.01 per share – 20,000,000 shares authorized; none issued and outstanding as of March 31, 2019 and December 31, 2018 | – | – | ||||||
| Class A common stock, par value $0.01 per share - 250,000,000 shares authorized; 37,285,248 issued and 37,198,920 outstanding as of March 31, 2019 and 37,278,690 issued and 37,192,364 outstanding as of December 31, 2018 | 372 | 372 | ||||||
| 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 March 31, 2019 and December 31, 2018 | 5 | 5 | ||||||
| Class C common stock, par value $0.0001 per share - one share authorized, issued and outstanding as of March 31, 2019 and December 31, 2018 | – | – | ||||||
| Additional paid-in capital | 48,573 | 47,531 | ||||||
| Retained earnings | (24,759 | ) | (3,370 | ) | ||||
| Total stockholders' equity attributable to Camping World Holdings, Inc. | 24,191 | 44,538 | ||||||
| Non-controlling interests | (16,557 | ) | (11,621 | ) | ||||
| Total stockholders' equity | 7,634 | 32,917 | ||||||
| Total liabilities and stockholders' equity | $ | 3,662,423 | $ | 2,806,687 | ||||
|
Earnings Per Share |
||||||||
| Three Months Ended March 31, | ||||||||
| (In thousands except per share amounts) | 2019 | 2018 | ||||||
| Numerator: | ||||||||
| Net (loss) income | $ | (26,807 | ) | $ | 13,548 | |||
| Less: net (loss) income attributable to non-controlling interests | 7,412 | (11,727 | ) | |||||
| Net (loss) income attributable to Camping World Holdings, Inc. — basic | (19,395 | ) | 1,821 | |||||
| Add: reallocation of net (loss) income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs | — | 15 | ||||||
| Net (loss) income attributable to Camping World Holdings, Inc. — diluted | $ | (19,395 | ) | $ | 1,836 | |||
| Denominator: | ||||||||
| Weighted-average shares of Class A common stock outstanding — basic | 37,195 | 36,816 | ||||||
| Dilutive options to purchase Class A common stock | — | 315 | ||||||
| Dilutive restricted stock units | — | 189 | ||||||
| Weighted-average shares of Class A common stock outstanding — diluted | 37,195 | 37,320 | ||||||
| (Loss) earnings per share of Class A common stock — basic | $ | (0.52 | ) | $ | 0.05 | |||
| (Loss) earnings per share of Class A common stock — diluted | $ | (0.52 | ) | $ | 0.05 | |||
| 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 | 859 | — | ||||||
| Restricted stock units | 1,444 | — | ||||||
| Common units of CWGS, LLC that are convertible into Class A common stock | 51,673 | 51,830 | ||||||
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, loss (gain) on sale of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, 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 (loss) income, net (loss) income and net (loss) income margin, respectively:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| ($ in thousands) | 2019 | 2018 | ||||||
| Net (loss) income | $ | (26,807 | ) | $ | 13,548 | |||
| Other interest expense, net | 17,643 | 12,839 | ||||||
| Depreciation and amortization | 13,594 | 9,400 | ||||||
| Income tax expense | 22,913 | 6,865 | ||||||
| EBITDA | 27,343 | 42,652 | ||||||
| Loss and expense on debt restructure (a) | — | 2,100 | ||||||
| (Gain) loss on sale of assets (b) | (214 | ) | 85 | |||||
| Equity-based compensation (c) | 2,716 | 3,218 | ||||||
| Tax Receivable Agreement liability adjustment (d) | (8,477 | ) | — | |||||
| Gander Outdoors pre-opening costs (e) | — | 19,651 | ||||||
| Adjusted EBITDA | $ | 21,368 | $ | 67,706 | ||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| (as percentage of total revenue) | 2019 | 2018 | ||||||
| EBITDA margin: | ||||||||
| Net (loss) income margin | -2.5 | % | 1.3 | % | ||||
| Other interest expense, net | 1.7 | % | 1.2 | % | ||||
| Depreciation and amortization | 1.3 | % | 0.9 | % | ||||
| Income tax expense | 2.2 | % | 0.6 | % | ||||
| Subtotal EBITDA margin | 2.6 | % | 4.0 | % | ||||
| Loss and expense on debt restructure (a) | — | 0.2 | % | |||||
| (Gain) loss on sale of assets (b) | 0.0 | % | 0.0 | % | ||||
| Equity-based compensation (c) | 0.3 | % | 0.3 | % | ||||
| Tax Receivable Agreement liability adjustment (d) | (0.8 | %) | — | |||||
| Gander Outdoors pre-opening costs (e) | — | 1.9 | % | |||||
| Adjusted EBITDA margin | 2.0 | % | 6.4 | % | ||||
| (a) | Represents the loss and expense incurred on debt restructure and financing expense incurred from the Third Amendment to the Credit Agreement in 2018. | |
| (b) | Represents an adjustment to eliminate the losses and gains on sales of various assets. | |
| (c) | Represents non-cash equity-based compensation expense relating to employees and directors of the Company. | |
| (d) | Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate and the transfer of certain assets from GSS to CWI. | |
| (e) | Represents pre-opening store costs associated with the Gander Outdoors store openings in 2018, which is comprised of 1) Gander Outdoors-specific corporate and retail overhead, 2) distribution center expenses, and 3) store-level startup expenses. Based on the nature of the acquisition through a bankruptcy auction and the large quantity of retail locations opened in 2018 in a very compressed timeframe, the Company does not deem the pre-opening store costs for the initial rollout of Gander Outdoors locations to be normal, recurring charges. The Company does not intend to adjust for pre-opening store costs other than for the initial rollout of Gander Outdoors. | |
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 and expense on debt restructure, loss (gain) on sale of assets, equity-based compensation, Tax Receivable Agreement liability adjustment, 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 | ||||||
| March 31, | March 31, | |||||
| (In thousands except per share amounts) | 2019 | 2018 | ||||
| Numerator: | ||||||
| Net (loss) income attributable to Camping World Holdings, Inc. | (19,395 | ) | 1,821 | |||
| Adjustments related to basic calculation: | ||||||
| Loss and expense on debt restructure (a) | — | 2,100 | ||||
| Loss (gain) on sale of assets (b) | (214 | ) | 85 | |||
| Equity-based compensation (c) | 2,716 | 3,218 | ||||
| Tax Receivable Agreement liability adjustment (d) | (8,477 | ) | — | |||
| Gander Outdoors pre-opening costs (e) | — | 19,651 | ||||
| Income tax expense (f) | 1,931 | (488 | ) | |||
| Adjustment to net (loss) income attributable to non-controlling interests resulting from the above adjustments (g) | (1,453 | ) | (14,666 | ) | ||
| Adjusted net (loss) income attributable to Camping World Holdings, Inc. – basic | (24,892 | ) | 11,721 | |||
| 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 (h) | — | 149 | ||||
| Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (i) | — | (55 | ) | |||
| Adjusted net (loss) income attributable to Camping World Holdings, Inc. – diluted | (24,892 | ) | 11,815 | |||
| Denominator: | ||||||
| Weighted-average Class A common shares outstanding – basic | 37,195 | 36,816 | ||||
| Adjustments related to diluted calculation: | ||||||
| Dilutive options to purchase Class A common stock (j) | — | 315 | ||||
| Dilutive restricted stock units (j) | — | 189 | ||||
| Adjusted weighted average Class A common shares outstanding – diluted | 37,195 | 37,320 | ||||
| Adjusted earnings per share - basic | (0.67 | ) | 0.32 | |||
| Adjusted earnings per share - diluted | (0.67 | ) | 0.32 | |||
| Anti-dilutive amounts (k): | ||||||
| Numerator: | ||||||
| Reallocation of net (loss) income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (h) | (5,959 | ) | 26,244 | |||
| Income tax on reallocation of net (loss) income attributable to non-controlling interests from the anti-dilutive exchange of common units in CWGS, LLC (i) | (4,563 | ) | (9,794 | ) | ||
| 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 (l) | 10,567 | 5,525 | ||||
| Denominator: | ||||||
| Anti-dilutive exchange of common units in CWGS, LLC for shares of Class A common stock (j) | 51,673 | 51,830 | ||||
| Anti-dilutive restricted stock units (j) | 7 | — | ||||
| (a) | Represents the loss and expense incurred on debt restructure and financing expense incurred from the Third Amendment to the Credit Agreement in 2018. | |
| (b) | Represents an adjustment to eliminate the losses and gains on sales of various assets. | |
| (c) | Represents non-cash equity-based compensation expense relating to employees and directors of the Company. | |
| (d) | Represents an adjustment to eliminate the loss on remeasurement of the Tax Receivable Agreement primarily due to changes in our effective income tax rate and the transfer of certain assets from GSS to CWI. | |
| (e) | 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. The Company incurred significant costs related to the initial rollout of Gander Outdoors locations, which was substantially complete by December 31, 2018. Based on the nature of the acquisition through a bankruptcy auction and the large quantity of retail locations opened and to be opened in a very compressed timeframe, the Company does not deem the pre-opening store costs for the initial rollout of Gander Outdoors locations to be normal, recurring charges. The Company does not intend to adjust for pre-opening store costs other than for the initial rollout of Gander Outdoors. | |
| (f) | Represents the income tax expense effect of the above adjustments, many of which are related to entities with full valuation allowances for which no tax benefit can be currently recognized. This assumption uses effective tax rate of 25.3% for the adjustments for 2019 and 2018. | |
| (g) | 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 58.1% and 58.5% for the three months ended March 31, 2019 and 2018, respectively. | |
| (h) | 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. | |
| (i) | 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 rate of 25.3% for the adjustments for 2019 and 2018. | |
| (j) | Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC. | |
| (k) | The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive. | |
| (l) | 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 rate of 25.3% during 2019 and 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 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;
- to evaluate the performance and effectiveness of our operational strategies; and
- to evaluate our capacity to fund capital expenditures and expand our business.
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, 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.