Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the "Exchange Act,") as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2020.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Our management has excluded from its assessment of internal control over financial reporting at December 31, 2020 the internal control over financial reporting of several of our recently acquired businesses in 2020, comprised of nine dealerships and an RV furniture distributor (the “Excluded Acquisitions”). The Excluded Acquisitions constituted $35.7 million and $17.5 million of total assets and net assets, respectively, as of December 31, 2020, and $10.1 million and $0.5 million of revenues and net loss, respectively, for the year then ended.
Based on our assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.
Our internal control over financial reporting as of December 31, 2020, has been audited by Deloitte & Touche LLP, the independent registered public accounting firm who has also audited our consolidated financial statements, as stated in their report which is included on page 147.
Changes in Internal Control over Financial Reporting
During the quarter ended December 31, 2020, we completed the process of incorporating the internal controls for the businesses we acquired in 2019, comprised of three dealerships (the “2019 Excluded Acquisitions”), into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include the 2019 Excluded Acquisitions.
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Except as otherwise described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Camping World Holdings, Inc. and subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Camping World Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 26, 2021, expressed an unqualified opinion on those financial statements.
As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the Company's recently acquired businesses in 2020, comprised of nine dealerships and an RV furniture distributor (the "Excluded Acquisitions"), and whose financial statements constitute $35.7 million and $17.5 million of total assets and net assets, respectively, as of December 31, 2020, and $10.1 million and $0.5 million of revenues and net loss, respectively, for the year then ended. Accordingly, our audit did not include the internal control over financial reporting at the Excluded Acquisitions.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Los Angeles, California
February 26, 2021
ITEM 9B. Other Information
Not applicable
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
We have adopted a written code of business conduct and ethics, which applies to all of our directors, officers and employees, including our principal executive officer and our principal financial and accounting officer. Our Code of Business Conduct and Ethics is available on our website www.campingworld.com in the “Investor Relations” section under “Governance.” In addition, we intend to post on our website all disclosures that are required by law or New York Stock Exchange listing rules concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. The information contained on our website is not incorporated by reference into this Form 10-K.
The information concerning our executive officers and directors in response to this item is contained above in part under the caption “Information About Our Executive Officers and Directors” at the end of Part I of this Form 10-K. Other Information required by this item will be included under the captions “Proposal 1: Election of Directors”, “Corporate Governance”, “Committees of the Board”, and, if applicable, “Delinquent Section 16(a) Reports” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.
ITEM 11. Executive Compensation
The information required by this item will be included under the captions “Executive Compensation”, ”Director Compensation”, “Compensation Committee Report”, and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides information about our compensation plans under which our Class A common stock is authorized for issuance, as of December 31, 2020:
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuances under equity compensation plans
Equity compensation plans approved by security holders (1)
3,862,117
$21.90
9,122,201
Equity compensation plans not approved by security holders
—
—
—
Total
3,862,117
$21.90
9,122,201
(1) Includes awards granted and available to be granted under our 2016 Incentive Award Plan.
Other information required by this item with respect to security ownership of certain beneficial owners and management will be included under the caption “Security Ownership of Certain Beneficial Owners and
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Management” and “Equity Compensation Plan Information” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included under the captions “Certain Relationships and Related Person Transactions” and “Corporate Governance—Director Independence” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.
ITEM 14. Principal Accountant Fees and Services
The information required by this item will be included under the caption “Independent Registered Public Accounting Firm Fees and Other Matters” in our Proxy Statement for our 2021 Annual Meeting of Shareholders and, upon filing, is incorporated herein by reference.
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PART IV
ITEM 15. Exhibits, Financial Statements and Schedules
(a)(1) Financial Statements.
See the table of contents under “Item 8. Financial Statements and Supplementary Data” in Part II of this Form 10-K above for the list of financial statements filed as part of this report.
(a)(2) Financial Statement Schedules.
Schedule I : Condensed Financial Information of Registrant
139
Schedule II : Valuation and Qualifying Accounts
144
All other schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or Notes thereto set forth above under “Item 8. Financial Statements and Supplementary Data” in Part II of this Form 10-K, beginning on page 89.
(a)(3) Exhibits.
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed/ Furnished Herewith
3.1
Amended and Restated Certificate of Incorporation of Camping World Holdings, Inc.
10-Q
001-37908
3.1
11/10/16
3.2
Amended and Restated Bylaws of Camping World Holdings, Inc.
10-Q
001-37908
3.2
11/10/16
4.1
Specimen Stock Certificate evidencing the shares of Class A common stock
S-1/A
333-211977
4.1
9/13/16
4.2
Description of Capital Stock
10-K
001-37908
4.2
2/28/20
10.1
Tax Receivable Agreement, dated October 6, 2016
10-K
001-37908
10.1
3/13/17
10.2
Voting Agreement, dated October 6, 2016
10-K
001-37908
10.2
3/13/17
10.3
Amended and Restated LLC Agreement of CWGS Enterprises, LLC, dated October 6, 2016
10-K
001-37908
10.3
3/13/17
10.4
Registration Rights Agreement, dated October 6, 2016
10-K
001-37908
10.4
3/13/17
10.5
Seventh Amended and Restated Credit Agreement, dated December 12, 2017, among FreedomRoads, LLC, as the company and a borrower, certain subsidiaries of FreedomRoads, LLC, as subsidiary borrowers, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto.
8-K
001-37908
10.1
12/22/17
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Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed/ Furnished Herewith
10.6
First Amendment to Seventh Amended and Restated Credit Agreement dated December 4, 2018 by and among FreedomRoads, LLC, as borrower, the lenders party thereto and Bank of America, N.A. as administrative agent
8-K
001-37908
10.1
12/4/2018
10.7
Second Amendment to Seventh Amended and Restated Credit Agreement dated October 8, 2019 by and among FreedomRoads, LLC as borrower, the lenders party thereto, and Bank of America, N.A. as administrative agent
8-K
001-37908
10.1
10/10/2019
10.8
Third Amendment to Seventh Amended and Restated Credit Agreement dated May 12, 2020 by and among FreedomRoads, LLC as borrower, the lenders party thereto, and Bank of America, N.A. as administrative agent
8-K
001-37908
10.1
5/18/2020
#10.9
Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc. and Marcus A. Lemonis
S-1/A
333-211977
10.12
9/20/16
#10.10
Employment Agreement, dated January 1, 2010, by and between FreedomRoads, LLC, CWI, Inc. and Brent Moody
S-1/A
333-211977
10.18
9/20/16
#10.11
First Amendment to Employment Agreement, dated January 1, 2011, by and between FreedomRoads, LLC, CWI, Inc. and Brent Moody
S-1/A
333-211977
10.19
9/20/16
#10.12
Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc. and Brent Moody
S-1/A
333-211977
10.20
9/20/16
#10.13
First Amendment to Employment Agreement, by and between the Company and Brent Moody, dated March 25, 2020.
8-K
001-37908
10.1
3/25/2020
#10.14
Camping World Holdings, Inc. 2016 Incentive Award Plan
S-8
333-214040
4.4
10/11/16
#10.15
Camping World Holdings, Inc. 2016 Senior Executive Bonus Plan
10-K
001-37908
10.19
3/13/17
#10.16
Camping World Holdings, Inc. Non-Employee Director Compensation Policy
10-Q
001-37908
10.1
5/10/19
#10.17
Camping World Holdings, Inc. Director Stock Ownership Policy
10-K
001-37908
10.21
3/13/17
#10.18
Camping World Holdings, Inc. Executive Stock Ownership Policy
10-K
001-37908
10.22
3/13/17
#10.19
Form of Employee Stock Option Agreement
S-1/A
333-211977
10.28
9/20/16
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Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed/ Furnished Herewith
#10.20
Form of Employee Restricted Stock Unit Agreement
10-Q
001-37908
10.2
8/10/17
#10.21
Form of Director Restricted Stock Unit Agreement
10-Q
001-37908
10.3
8/10/17
#10.22
Form of Indemnification Agreement
S-1/A
333-211977
10.31
9/26/16
10.23
Credit Agreement, dated November 8, 2016, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent
10-Q
001-37908
10.3
11/10/16
10.24
First Amendment to Credit Agreement, dated March 17, 2017, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, certain of CWGS Enterprises, LLC's existing and future domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent
8-K
001-37908
10.1
3/17/17
10.25
Second Amendment to Credit Agreement, dated October 6, 2017, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent
8-K
001-37908
10.1
10/10/17
10.26
Third Amendment to Credit Agreement dated March 28, 2018, by and among CWGS Enterprises, LLC, as holdings, GWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent
8-K
001-37908
10.1
3/29/18
10.27
Fourth Amendment to Credit Agreement, dated September 27, 2018, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank US, as administrative agent
8-K
001-37908
10.1
9/28/18
10.28
Loan and Security Agreement, dated as of November 2, 2018 between Camping World Property, Inc., a Delaware corporation, as borrower, the other loan parties party thereto and CIBC Bank USA, as lender
10-Q
001-37908
10.2
11/7/18
#10.29
Employment Agreement, by and between Camping World Holdings, Inc. and Melvin Flanigan, dated January 1, 2019
10-K
001-37908
10.34
3/15/19
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Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed/ Furnished Herewith
#10.30
Amendment to Employment Agreement dated November 8, 2019 by and between Camping World Holdings, Inc. and Melvin Flanigan
10-Q
001-37908
10.2
11/12/19
#10.31
Employment Agreement, by and between Camping World Holdings, Inc. and Tamara Ward dated December 19, 2019
8-K
001-37908
10.1
12/19/19
#10.32
Employment Agreement with Karin L. Bell, dated July 1, 2020
10-Q
001-37908
10.2
8/6/20
21.1
List of Subsidiaries of Camping World Holdings, Inc.
*
23.1
Consent of Independent Registered Public Accounting Firm
*
24.1
Power of Attorney
*
31.1
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
*
31.2
Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
*
32.1
Section 1350 Certification of Chief Executive Officer
**
32.2
Section 1350 Certification of Chief Financial Officer
**
101.INS
Inline XBRL Instance Document – the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
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101.SCH
Inline XBRL Taxonomy Extension Schema Document
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101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
Inline XBRL Extension Definition Linkbase Document
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101.LAB
Inline XBRL Taxonomy Label Linkbase Document
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101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
***
*
Filed herewith
**
Furnished herewith
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***
Submitted electronically herewith
#
Indicates management contract or compensatory plan
ITEM 16. Form 10-K Summary
None
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ch 5
Camping World Holdings, Inc.
Date: February 26, 2021
By:
/s/ MARCUS A. LEMONIS
Marcus A. Lemonis
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities set forth opposite to their names and on the dates indicated.
Signature
Title
Date
/s/ MARCUS A. LEMONIS
Chairman, Chief Executive Officer and Director (Principal Executive Officer)
February 26, 2021
Marcus A. Lemonis
/s/ KARIN L. BELL
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
February 26, 2021
Karin L. Bell
*
Director
Stephen Adams
*
Director
Andris A. Baltins
*
Director
Brian P. Cassidy
*
Director
Mary J. George
*
Director
Michael W. Malone
*
President, Camping World Holdings, Inc. and Director
Brent L. Moody
*
Director
K. Dillon Schickli
*By:
/s/ MARCUS A. LEMONIS
February 26, 2021
Marcus A. Lemonis
Attorney-in-fact
156