FORM 8-K. Camping World Holdings, Inc. (Exact Name of Registrant as Specified in Charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date f reprt (Date f earliest event reprted): Octber 23, 2017 Camping Wrld Hldings, Inc. (Exact Name f Registrant as Specified in Charter) Delaware (State r Other Jurisdictin f Incrpratin) (Cmmissin File Number) (IRS Emplyer Identificatin N.) 250 Parkway Drive, Suite 270 Linclnshire, IL (Address f Principal Executive Offices) (Zip Cde) (847) (Registrant s telephne number, including area cde) Nt applicable (Frmer Name r Frmer Address, if Changed Since Last Reprt) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins: Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR ). Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR a-12). Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)). Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)). Indicate by check mark whether the registrant is an emerging grwth cmpany as defined in Rule 405 f the Securities Act f 1933 ( f this chapter) r Rule 12b-2 f the Securities Exchange Act f 1934 ( b-2 f this chapter). Emerging grwth cmpany If an emerging grwth cmpany, indicate by check mark if the registrant has elected nt t use the extended transitin perid fr cmplying with any new r revised financial accunting standards prvided pursuant t Sectin 13(a) f the Exchange Act.

2 Item Results f Operatins and Financial Cnditin. On Octber 23, 2017, Camping Wrld Hldings, Inc. (the Cmpany ) filed a Registratin Statement n Frm S-1 (the Registratin Statement ) with the Securities and Exchange Cmmissin. In the Registratin Statement, within the sectin Prspectus Summary Recent Develpments Preliminary Estimated Financial Results fr the Nine Mnths Ended September 30, 2017, the Cmpany included certain preliminary financial infrmatin fr the nine mnths ended September 30, A cpy f the language included within the sectin is attached t this Current Reprt n Frm 8-K as Exhibit 99.1 and is incrprated herein by reference. The infrmatin furnished under this Item 2.02 f this Current Reprt n Frm 8-K, including the accmpanying Exhibit 99.1, shall nt be deemed t be filed fr the purpses f Sectin 18 f the Securities Exchange Act f 1934, as amended (the Exchange Act ), r therwise subject t the liabilities f such sectin, nr shall such infrmatin be deemed t be incrprated by reference in any previus r subsequent filing by the Cmpany under the Securities Act f 1933, as amended (the Securities Act ), r the Exchange Act, regardless f the general incrpratin language f such filing, except as expressly set frth by specific reference in such a filing. Item Regulatin FD Disclsure. The disclsures cntained in Item 2.02 abve, including the accmpanying Exhibit 99.1, are hereby incrprated by reference int this Item Additinally, in the Registratin Statement, within the sectin Prspectus Summary Recent Develpments Gander Muntain Acquisitin, the Cmpany included certain updated infrmatin with respect t its acquisitin f Gander Muntain Cmpany and its Overtn s, Inc. bating business. A cpy f the language included within the sectin is attached t this Reprt as Exhibit 99.2 and is incrprated herein by reference. The infrmatin furnished under this Item 7.01 f this Current Reprt n Frm 8-K, including the accmpanying Exhibit 99.1 and Exhibit 99.2, shall nt be deemed t be filed fr the purpses f Sectin 18 f Exchange Act, r therwise subject t the liabilities f such sectin, nr shall such infrmatin be deemed t be incrprated by reference in any previus r subsequent filing by the Cmpany under the Securities Act r the Exchange Act, regardless f the general incrpratin language f such filing, except as expressly set frth by specific reference in such a filing. Item Financial Statements and Exhibits. (a) Exhibits 99.1 Prspectus Summary Recent Develpments Preliminary Estimated Financial Results fr the Nine Mnths Ended September 30, 2017 as excerpted frm the Registratin Statement n Frm S-1 filed by the Cmpany n Octber 23, Prspectus Summary Recent Develpments Gander Muntain Acquisitin as excerpted frm the Registratin Statement n Frm S- 1 filed by the Cmpany n Octber 23,

3 SIGNATURES Pursuant t the requirements f the Securities Exchange Act f 1934, the registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. CAMPING WORLD HOLDINGS, INC. By: Name: Title: /s/ Thmas F. Wlfe Thmas F. Wlfe Chief Financial Officer and Secretary Date: Octber 23,

4 Exhibit 99.1 Recent Develpments Preliminary Estimated Financial Results fr the Nine Mnths Ended September 30, 2017 Set frth belw are certain preliminary estimates f ur results f peratins based n infrmatin available as f the date f this prspectus fr the nine mnths ended September 30, These preliminary estimates are nt a cmprehensive statement f ur financial results fr the nine mnths ended September 30, 2017 and have nt been audited r reviewed by ur independent registered public accunting firm. Our actual results may differ materially frm these estimates due t the cmpletin f ur accunting clsing prcedures, final adjustments and ther develpments that may arise between nw and the time the financial results fr the nine mnths ended September 30, 2017 are finalized. The fllwing are preliminary estimates fr the nine mnths ended September 30, 2017: Ttal revenue is expected t be between $3,380.0 millin and $3,400.0 millin, an increase f 18.7% at the midpint f the range, as cmpared t $2,856.7 millin fr the nine mnths ended September 30, Incme frm peratins is expected t be between $314.0 millin and $318.0 millin, an increase f 27.9% at the midpint f the range, as cmpared t $247.1 millin fr the nine mnths ended September 30, Incme frm peratins fr the nine mnths ended September 30, 2017 includes transactin expense primarily attributable t the Gander Muntain acquisitin, Gander Muntain pre-pening csts, and equity based cmpensatin expense f apprximately $2.6 millin, $8.7 millin, and $2.8 millin, respectively. Ttal lng-term debt and cash and cash equivalents are expected t be apprximately $717.0 millin and $163.0 millin, respectively, as f September 30, Ttal lng-term debt is presented net f $5.9 millin f unamrtized riginal issue discunt and $11.7 millin f finance csts. The preliminary estimated financial results included in this prspectus have been prepared by, and are the respnsibility f ur management. Neither ur independent registered public accunting firm, Ernst & Yung LLP, nr any ther independent registered public accunting firm has audited, reviewed r cmpiled, examined r perfrmed any prcedures with respect t the estimated results, nr have they expressed any pinin r any ther frm f assurance n the preliminary estimated financial results. These preliminary estimates reflect management s estimates based slely upn infrmatin available as f the date f this prspectus and are nt a cmprehensive statement f ur financial results fr the nine mnths ended September 30, The infrmatin presented herein shuld nt be cnsidered a substitute fr the financial statements fr the nine mnths ended September 30, 2017 nce they becme available. The estimates fr the preliminary estimated financial results described abve cnstitute frward-lking statements and are nt guarantees f future perfrmance r utcmes. We have prvided a range fr certain f the preliminary estimated financial results described abve primarily because ur financial clsing prcedures fr the nine mnths ended September 30, 2017 are nt yet cmplete and ur financial results fr the nine mnths ended September 30, 2017 will nt be publicly available prir t the cmpletin f this ffering. As a result, there is a pssibility that actual results will vary materially frm these preliminary estimates. Accrdingly, yu shuld nt place undue reliance upn these preliminary financial results. We d nt expect t disclse publicly whether r nt ur expectatins have changed r t update ur expectatins, ther than thrugh the release f actual results in the rdinary curse f business. Please refer t Risk Factrs and Cautinary Nte Regarding Frward-Lking Statements in this prspectus and the sectin entitled Risk Factrs in ur K, which is incrprated by reference herein, fr factrs that culd cause actual results t differ frm thse described abve. These preliminary results shuld be read in cnjunctin with sectin entitled Management s Discussin and Analysis f Financial Cnditin and Results f Operatins and the cnslidated financial statements and related ntes theret, each included in ur K and in ur Qs, each f which is incrprated by reference herein. 1

5 Exhibit 99.2 Gander Muntain Acquisitin On May 26, 2017, CWI, Inc. ( CWI ), an indirect subsidiary f the Cmpany, cmpleted the acquisitin f certain assets f the Gander Muntain Cmpany ( Gander Muntain ) and its Overtn s, Inc. ( Overtn s ) bating business thrugh a bankruptcy auctin that tk place in April 2017 fr $35.4 millin in cash and $1.0 millin f cntingent cnsideratin. Prir t the acquisitin, Gander Muntain perated 160 retail lcatins and an ecmmerce business that serviced the hunting, camping, fishing, shting sprts, and utdr markets, and Overtn s perated tw retail lcatins and an ecmmerce business that services the marine and watersprts markets. We believe these businesses are cmplementary t ur existing businesses and will allw fr crss marketing f ur cnsumer services and plans t a wider custmer base. The assets acquired include the right t designate any real estate leases fr assignment t CWI r ther third parties (the Designatin Rights ), ther agreements CWI elects t assume, intellectual prperty rights, perating systems and platfrms, certain distributin center equipment, the Gander Muntain and Overtn s ecmmerce businesses and fixtures and equipment fr Overtn s tw retail lcatins and crprate peratins. Furthermre, CWI cmmitted t exercise Designatin Rights and take an assignment f n fewer than 15 Gander Muntain retail leases n r befre Octber 6, 2017, in additin t the tw Overtn s retail leases assumed at the clsing f the acquisitin. The Designatin Rights expired n Octber 6, 2017 after CWI elected t be designated 15 Gander Muntain retail leases. CWI als assumed certain liabilities, such as cure csts fr leases and ther agreements it elected t assume, accrued time ff fr emplyees retained by CWI and retentin bnuses payable t certain key Gander Muntain emplyees retained by CWI. The cure csts fr the 15 Gander Muntain leases assumed under the Designatin Rights were apprximately $1.0 millin. Cntingent n ur final lease negtiatins, ur current plan is t pen the initial 15 t 20 Gander Muntain stres, which will be rebranded as Gander Outdrs, by the end f the first quarter f 2018 and anther 40 t 45 stres during the secnd and third quarters f 2018, with measured grwth thereafter. We assumed 15 Gander Muntain leases n Octber 6, 2017 thrugh the exercise f Designatin Rights and expect t enter int new leases directly with the lessrs fr the ther lcatins. As a result, we will begin t incur meaningful incremental expenses withut the benefit f the full revenue as we begin t ramp the Gander Outdrs business and pen stres. We believe Gander Muntain s and Overtn s cnsumers affinity t the utdr lifestyle cmplement ur businesses with significant ptential pprtunity t build n ur Gd Sam strategy f selling clubs, warranties, insurance and ther related prducts. Based n ur current plans, we currently expect t fund the pening and initial wrking capital needs f ur current gal t perate Gander Muntain stres and certain liabilities that we will assume in cnnectin therewith with available cash n hand and prceeds frm the Secnd Amendment t ur Senir Secured Credit Facilities (as described belw). We may als be required t raise additinal capital frm equity r debt financing t finance the pening and peratin f Gander Muntain stres. See Risk Factrs Risks Related t the Gander Muntain Acquisitin. 1