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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 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 333-26389
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AFFINITY GROUP HOLDING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2922099
(State of incorporation or organization) (I.R.S. Employer Identification No.)
64 Inverness Drive East (303) 792-7284
Englewood, CO 80112 (Registrant's
telephone number
(Address of principal executive offices) including area code.)
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SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
11% Senior Notes Due 2007
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 X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
OUTSTANDING AS OF
CLASS MARCH 17, 2000
----- --------------
Common stock, $.01 par value 100
DOCUMENTS INCORPORATED BY REFERENCE: DOCUMENTS REFERENCED ON EXHIBIT INDEX
PART I
ITEM 1: BUSINESS
GENERAL
Except where the context indicates otherwise, the term "Company", or "AGHI"
means Affinity Group Holding, Inc. and its predecessors and subsidiaries but
excludes the operations of Affinity Insurance Group ("AINS"), and Affinity Bank
("AB"), which are classified as discontinued operations.
The Company is a member-based direct marketing organization with complimentary
retail outlets across the country. The Company's club members form a receptive
audience to which it sells products, services, merchandise and publications
targeted to the recreational interests of club members. The Company's three
principal lines of business are (i) club memberships and related products,
services and club magazines, (ii) specialty retail merchandise distributed
primarily through retail supercenters and mail order catalogs, and (iii)
subscription magazines and other publications including directories. The
Company's affinity groups are principally comprised of recreational vehicle
owners, campers, outdoor recreationists and, to a lesser extent, golfers. See
Footnote 13 in the Notes to Consolidated Financial Statements for financial
information about the Company's segments.
On March 6, 1997, Affinity Group Inc. ("AGI"), a wholly owned subsidiary of
AGHI, acquired the stock of Ehlert Publishing Group, Inc. ("EPG"), a specialty
sports and recreation magazine publisher and on April 2, 1997, AGI acquired the
stock of Camping World, Inc. ("CWI"), a specialty retailer offering merchandise
and services through retail supercenters, mail order catalogs and via the
internet. These acquisitions significantly furthered the business strategy of
AGI and enhanced its marketing prospects by providing the following benefits:
(i) opportunities to cross sell club memberships between AGI's Good Sam Club and
Camping World's President's Club through both Camping World's supercenters and
catalog operations as well as AGI's direct mail operation and RV publications;
(ii) access to products and services, such as its emergency road service program
and the then recently introduced extended vehicle warranty program, and to
Camping World's recreational vehicle merchandise which will be marketed to AGI's
Good Sam Club members and (iii) expansion of AGI's recreational publishing niche
to provide additional opportunities for the development of new clubs, products
and services.
At December 31, 1999, there were approximately 1.8 million dues paying members
enrolled in the Company's clubs, remaining level with 1998. The paid circulation
per issue of the Company's general circulation magazines is estimated at
approximately 850,000 with an aggregate readership estimated at 5.9 million at
December 31, 1999. The Company believes its club members have favorable
demographic characteristics and comparatively high renewal rates. Total revenues
of the Company were $381.8 million for the year ended December 31, 1999,
compared to $359.0 million for the year ended December 31, 1998, representing a
6.3% increase.
1
BUSINESS STRATEGY
The Company's business strategy is to increase (i) the enrollment of its clubs
through internal growth and acquisitions, (ii) the sales of its products and
services to club members through the most effective distribution channels and by
developing and enhancing its product and service offerings, and (iii) the
circulation of its publications by introducing new magazines and acquiring
publications which are complementary to the Company's recreational market niche.
The Company also seeks to realize operational efficiencies through the
integration of acquired businesses such as occurred with the acquisitions of
Camping World and Ehlert Publishing in 1997, Woodall Publishing in 1994, and
Golf Card Club in 1990.
ENHANCE CLUB MEMBERSHIP ENROLLMENT
The Company seeks to increase the number of its club members by maximizing
renewals by establishing an optimal mix of channels for soliciting new members
and re-acquiring inactive members including, but not limited to, our internet
presence through RV.Net. Management believes that the participation levels and
renewal rates of club members reflect the benefits derived from membership. In
order to maintain high participation rates in its clubs, the Company
continuously evaluates member satisfaction and actively responds to changing
member preferences through the enhancement or introduction of new membership
benefits including products and services. The Company also seeks to optimize its
use of alternative channels for acquiring club members.
ACQUIRE AND DEVELOP OTHER AFFINITY GROUPS
The Company believes that the experience it has accumulated in managing its
existing recreational affinity groups is applicable to the management of other
recreational interest organizations. As a result, the Company conducts ongoing
evaluations for developing or acquiring affinity groups for which it can build
membership enrollment and to which it can market products and services.
INCREASE SALES OF PRODUCTS AND SERVICES
The Company seeks to increase the sale of its products and services due to their
profitability and the favorable impact such programs have on club membership
growth and retention. Management believes that a substantial opportunity exists
to market its products and services through the national network of Camping
World supercenters and mail order catalogs. A significant percentage of Good Sam
Club members currently subscribe to one or more of its products and services,
such as the emergency road service program and the extended vehicle warranty
program. Management also believes that the Good Sam Club members who are not
currently President's Club members represent a focused group of customers to
which it will continue to focus on selling Camping World's RV accessory
merchandise. The Company regularly studies the feasibility of introducing new
products and services.
IMPROVE OPERATING PERFORMANCE
The Company seeks to achieve operating efficiencies by selectively acquiring and
developing recreational affinity groups which enable the Company to increase
membership enrollment and to realize cost savings. The Company also seeks to
enhance its importance with third party providers of products and services by
maintaining high membership enrollment levels in such programs, thereby
increasing the fees it receives from such vendors.
2
EXPAND NICHE RECREATIONAL PUBLICATIONS
The Company seeks to expand its presence as a dominant publisher in select
recreational niches through the introduction of new magazine formats and the
acquisition of other publications in its market or in complementary recreational
market niches. Publications in complementary niches may also provide the Company
with the opportunity to launch new membership clubs, to market its products and
services to members of new clubs and to develop other products and services
which meet the special needs of such members. The Company believes overall
circulation of its magazines is an important factor in determining the amount of
revenues it can obtain from advertisers.
RV INDUSTRY
The use of recreational vehicles ("RVs") and the demand for club memberships and
related products and services may be influenced by a number of factors including
general economic conditions, the availability and price of propane and gasoline,
and the total number of RVs. The Company believes that both the installed base
of RVs and the type of RV owned (full service vehicles excluding van
conversions) are the most important factors affecting the demand for its
membership clubs, merchandise, products and services. Based on the most recent
survey conducted in 1997 by the National Survey of the RV Consumer of the
University of Michigan (the "Survey"), the number of households owning RVs is
projected to increase from 8.4 million in 1995 to approximately 9.0 million in
2000. The Survey also indicates that the percentage of households owning RVs
during this period will rise slightly from 9.7% to 9.9%.
According to the Survey, the average RV owner is 49 years old. RV ownership
also increases with age reaching its highest percentage level among those 55
to 64 years old. Households in this age group are projected to increase from
12.3 million in 1995 to 20.7 million in 2010. RV ownership also is
concentrated in the western United States, an area in which the population
growth rate is expected to be greater than the national average through 2005.
The Survey also indicates that RV ownership is associated with higher than
average annual household income which among RV owners was approximately
$47,000 per annum as compared to the national average of $37,000 per annum.
The average age and annual household income of the Company's club members in
1999 were 61 years and $51,000, respectively, based on member survey data
compiled by the Company. The Company believes that the demographic profile of
its typical club member, coupled with a demographic trend towards an aging
population will have a favorable impact on RV ownership and the demand for club
memberships and related products and services.
MEMBERSHIP CLUBS
The Company operates the Good Sam Club, Coast to Coast Club, and Camping World's
President's Club for RV owners, campers and outdoor vacationers, and the Golf
Card Club for golf enthusiasts. The membership clubs form a receptive audience
to which the Company markets its products and services.
3
The following table sets forth the number of members at December 31, 1999,
annual membership dues and average annual renewal rates during the period of
1995 to 1999 for each club:
Number of Members at Average Renewal
Membership Club December 31, 1999 (1) Annual Fee (2) Rate (3)
- --------------------------------------------------------------------------------
Good Sam Club 970,121 $12 - $25 71%
Coast to Coast Club 194,615 $60 - $70 77%
President's Club 560,200 $15 - $20 67%
Golf Card Club 93,589 $65 - $75 62%
-----------------
(1) Includes multi-year and lifetime members.
(2) For a single member, subject to special discounts and promotions.
(3) Excludes members having lifetime memberships.
In addition to regular memberships, the Company also sells multi-year
memberships. Management believes that multi-year memberships provide several
advantages, including the up-front receipt of dues in cash, reduced membership
costs and a strengthened member commitment.
Beginning in 1992, the Company began selling lifetime memberships for the Good
Sam Club. As of December 31, 1999, the average price for a lifetime membership
was $310 with 109,911 members registered. Based on an actuarial analysis of the
lifetime members, the Company expects the average length of a lifetime
membership to be 18 years.
GOOD SAM CLUB
The Good Sam Club, founded in 1966, is a membership organization for owners of
recreation vehicles. The Good Sam Club is the largest RV club in North America
with over 970,000 member families and approximately 2,000 local chapters as of
December 31, 1999. The average renewal rate for Good Sam Club members was
approximately 71% during the period 1995 through 1999. The Company has focused
on selling higher margin multi-year memberships which, among other advantages,
reduces the cost of membership renewal. At December 31, 1999, the average length
of time for participation in the Good Sam Club was approximately 7 years with
most club members purchasing annual memberships.
Membership fees range from $12 to $25, subject to the term and type (new vs.
renewal). The benefits of club memberships include: discounts for overnight
stays at approximately 2,000 participating RV parks and campgrounds; discounts
on the purchase of supplies and accessories for recreation vehicles at
approximately 950 RV service centers; a free annual subscription to HIGHWAYS,
the club's regular news magazine; discounts on other Company publications; trip
routing and mail-forwarding; and access to products and services developed for
club members. Based on typical usage patterns, the Company estimates that Good
Sam Club members realize estimated annual savings from discounts of $156.
The Good Sam Club establishes quality standards for RV parks and campgrounds
participating in its discount program. Campgrounds and parks participating in
the Good Sam program benefit from increased occupancy and sales of camping
related products. The Company believes it has established considerable
penetration of those for-profit RV parks and campgrounds which meet its
4
quality standards for participation in the discount program.
The following table lists the number of club members and RV parks and
campgrounds from 1995 through 1999 at which discounts for members were available
at December 31st of the respective year:
Year Ended December 31
----------------------------------------------
1999 1998 1997 1996 1995
----------------------------------------------
Number of Good Sam Members (1) 970,100 936,200 927,000 911,400 900,500
Lifetime members included above 109,911 102,775 82,942 68,490 57,786
Number of RV campgrounds offering 2,032 1,682 1,697 1,682 1,624
discounts to Good Sam members
- ---------------------
(1) A member consists of a household.
COAST TO COAST
The Coast to Coast Club operates the largest reciprocal use network of private
RV resorts in North America. The Company offers a series of membership benefits
depending upon pricing and program type under the Coast to Coast name. Members
of Coast to Coast belong to a private RV resort owned and operated by parties
unrelated to the Company. Club members may use most of the participating resorts
in the Coast to Coast network subject to availability. At December 31, 1999,
there were approximately 195,000 member families in the Coast to Coast club.
Approximately 400 private RV resorts nationwide participated in the Coast to
Coast reciprocal use programs, representing approximately 75% of those resorts
in the US. These private resorts are designed primarily for RV owners, but
typically provide camping or lodging facilities, comprised of RVs, cabins and
condominiums. For an initial membership fee plus annual maintenance fees, both
paid by the customer to the resort, the private resorts provide an RV site with
water, sanitary and electrical hook-ups and recreational amenities, such as
swimming, tennis or fishing, or proximity to theme parks or other recreational
activities. The Company has established quality criteria for resorts to join and
remain in the Coast to Coast networks.
For standard annual renewal dues from $69.95 for a single year membership to
$159.95 for a multiple-year membership, Coast to Coast Club members receive the
following benefits: discounts for overnight stays at participating resorts,
hotels and campgrounds; an annual subscription to COAST TO COAST MAGAZINE; the
COAST TO COAST DIRECTORY providing information on the participating resorts;
discounts on other Company publications, access to discount travel services;
trip routing; and access to products and services developed for club members.
Coast to Coast Resort Club members also have the right to use, subject to
availability, the lodging facilities at 400 participating resorts at a
discounted rate.
The Company believes that resorts participating in the Coast to Coast
networks view access to reciprocating member resorts as an incentive for
their customers to join their resort. Because a majority of members of Coast
to Coast clubs own RVs, access to participating resorts throughout North
America can be an important complement to local resort membership. During
1999, Coast to Coast members utilized approximately 800,000 nightly stays
under the reciprocal use program. Based on typical use patterns, the Company
estimates that Coast to Coast members realize estimated annual savings from
these discounts of over $200 from discounted overnight stay accommodations at
participating resorts. The average annual renewal rate for members of the
Coast to Coast clubs after the initial one-year membership (which is
generally paid by the member resort
5
not the club member) was approximately 77% during the period 1995 through 1999.
The following table sets forth the number of members in Coast to Coast Club and
resorts participating in the reciprocal use program at December 31st of the
respective year:
Year Ended December 31
-----------------------------------------------
1999 1998 1997 1996 1995
-----------------------------------------------
Number of member families in Coast 194,600 229,900 241,500 257,200 283,900
to Coast Club
Number of resorts 400 369 387 461 463
Coast to Coast Club members declined 15% from 1998 to 1999, and 31% from 1995 to
1999. The decreasing trend in membership is due to the high cost of marketing
which curtails membership sales at participating resorts, and an aging member
base. Three major resort systems that either experienced bankruptcy or left the
Coast system in the past three years have directly impacted the Coast to Coast
membership enrollment.
PRESIDENT'S CLUB
Camping World's President's Club program, which was established in 1986, has
grown to 560,200 members. President's Club memberships may initially be obtained
for one, two or three years at a cost of $20, $35 or $50, respectively. The
average life (including renewals) of club membership is three years and
approximately 83% of club members are enrolled for one year. President's Club
members receive a 10% discount on the purchase of all of Camping World's
merchandise and installation fees and also receive special mailings, including
newsletters and flyers offering selected products and services at special
prices.
The following table lists the number of President's Club members and number of
retail stores at year end for 1995 through 1999 for the respective year:
Year Ended December 31
---------------------------------------------
1999 1998 1997 1996 1995
---------------------------------------------
Camping World's Presidents Club 560,200 524,300 510,900 465,200 459,100
Members
Number of stores (1) 30 29 27 27 25
- --------------------
(1) Includes supercenters and one 1,800 square foot retail showroom located
within the Bakersfield, California distribution center.
GOLF CARD CLUB
The Golf Card Club, founded in 1974, had approximately 93,600 members at
December 31, 1999. The major attraction for membership is the financial savings
which members receive when playing at one of over 3,300 participating golf
courses located throughout the US and Canada. The annual membership fee varies
with the length and type (single or double) of membership. Based on surveys
conducted by the Company, members realize savings on green fees, ranging from
$150 to $250 annually, which significantly exceed the cost of membership.
Members of the Golf Card Club receive the following benefits: (i) two rounds
annually of free or discounted golf at over 3,300 affiliated golf
6
courses, (ii) discounted vacation packages at over 250 "Stay and Play" resorts,
(iii) five-year National Car Rental Emerald Club membership, (iv) annual
subscription to GOLF TRAVELER magazine, published six times per year, and (v)
access to other products and services developed for club members. The Company
believes that the participating golf courses providing playing privileges to
club members represent the largest number of golf courses participating in a
discount program in North America. None of the participating golf courses are
owned or operated by the Company.
The standard annual membership fee is $75 for a single membership and $120 for a
double membership. Multi-year memberships range from a single two-year for $140
to a five-year double of $479.
Daily-fee, semi-private and privately-owned golf courses participate in the Golf
Card program. The program is attractive to participating courses because it
builds traffic and fills empty tee times during off-peak hours. Members also
purchase other merchandise or services when exercising their playing privileges.
In this manner, the Golf Card members tend to provide incremental revenue to the
golf courses. Three marketing representatives work to maintain relations with
current affiliates and sign new affiliates for Golf Card.
The average renewal rate for Golf Card Club members at December 31, 1999 was
approximately 62% for the period 1995 to 1999, with a renewal rate of 67% for
1999, up from 60% in 1998. The following table lists the number of Golf Card
members, participating golf courses and "Stay and Play" resorts at December 31st
of each year in this period:
Year Ended December 31
--------------------------------------------
1999 1998 1997 1996 1995
--------------------------------------------
Number of Members in the Golf Card 93,589 111,048 134,400 136,200 132,300
Club (1)
Number of Participating Golf Courses 3,302 3,400 3,513 3,100 2,980
Number of "Stay and Play" Golf Resorts 264 300 305 310 350
- --------------------
(1) A single membership counts as one member and a double membership as two
members.
The decline in membership reflects increased competition and abandonment of the
Partner-Free acquisition strategy. A complete market repositioning of the club
in 1998 and 1999 included a new marketing strategy, new benefits, and staff and
cost restructuring, all expected to address competitive challenges.
MEMBERSHIP PRODUCTS AND SERVICES
The Company's 1.8 million club members form a receptive audience to which it
sells products and services targeted to the recreational interests of its club
members. The Company promotes products and services which either address special
needs arising in the activities of the club members or appeal generally to
persons with the demographic characteristics of club members. The two most
established products are the emergency road service and the vehicle insurance
program. Most of the Company's products and services are provided by third
parties who pay the Company a marketing fee, except for emergency road service
("ERS") and extended warranty programs where the Company pays third party
administrators to administer the programs.
7
EMERGENCY ROAD SERVICE (ERS)
The ERS products provide towing and roadside assistance along with other
ancillary products. The Company developed the ERS program initially for Good Sam
Club members in 1984 as an enhancement to their club membership. Currently 23%
of the general Good Sam Club membership is enrolled in the Good Sam ERS program.
The Company has since expanded the ERS programs to include the other membership
clubs as well as promoting products to non-club members. The Company believes it
is important to target the diversified market niches with identifiable products
that have various service level objectives. The Company currently markets these
products through direct mail, advertising in publications, campground
directories, promotional events, space ads, internet and telemarketing. Annual
subscriber dues range from $69.00 to $99.95 for which the member receives
roadside assistance and towing benefits at no additional cost to the subscriber.
The table below sets forth the number of enrolled members in the various
programs as of December 31, for each year indicated:
Year Ended December 31
-------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
Good Sam RV ERS 223,100 222,600 206,700 209,200 215,100
Coast to Coast RV ERS 7,500 9,000 9,800 10,000 9,700
Rapid Response RV ERS 57,100 59,600 59,000 - -
RoadCare RV ERS 36,800 31,900 33,700 - -
Cars, Vans, Pick-ups ERS 7,200 6,800 6,000 4,800 -
--------- --------- --------- --------- ---------
Totals 331,700 329,900 315,200 224,000 224,800
========= ========= ========= ========= =========
For the second year in a row, enrollment in the various ERS programs has
internally grown through promotional and marketing efforts which have attracted
new members and improved renewal rates. Combined enrollment in the programs has
increased 1,800 members or approximately 1% over 1998. The Company acquired the
Rapid Response program in August 1997 from a competitor and acquired Camping
World's RoadCare program in conjunction with the acquisition of Camping World.
VEHICLE INSURANCE PROGRAMS
The Company has two vehicle insurance programs, Vehicle Insurance Program
("VIP") and Motor Vehicle Program ("MVP"), to facilitate the availability of
cost-effective vehicle insurance suitable to the demographic characteristics and
vehicle usage patterns of its various club members. At December 31, 1999, the
VIP program had 189,602 members which represented a 17.0% and 3.2% penetration,
respectively, of the Good Sam Club and Coast to Coast clubs. During the period
1995 to 1999, the average annual renewal rate of members participating in the
VIP program was approximately 90.0%.
The Company acquired the Motor Vehicle Program ("MVP") in conjunction with the
acquisition of Camping World. This program, marketed to President's Club
members, had 45,483 policies outstanding as of December 31, 1999. The MVP
policies generated $54.2 million of written premiums during 1999 from which the
company recognized $2.6 million of marketing fee revenue.
The Company's marketing fee is based on the amount of written premiums and the
profitability of the program. The insurance providers assume all claim risks.
8
The table below sets forth the number of policies in force for the VIP and MVP
programs, the dollar amount of written premiums by the insurance providers, and
the marketing fees generated as of December 31 of each year indicated:
Year Ended December 31
--------------------------------------------
1999 1998 1997 1996 1995
--------------------------------------------
VIP and MVP policies in force 235,100 246,500 258,600 215,100 214,800
Written premiums by the insurance providers $ 236.3 $ 252.9 $ 249.5 $ 208.7 $ 207.2
under the VIP and MVP programs (millions)
Marketing fees generated (millions) $ 20.8 $ 16.5 $ 22.6 $ 17.2 $ 17.3
Management believes that the RV industry and auto insurance markets have become
increasingly competitive and has led to comparison shopping by consumers and
lower rates by competitors. In addition, VIP's underwriter is restricting the
policy renewals for many New Jersey residents due to unfavorable claims
experience.
OTHER PRODUCTS AND SERVICES
Other products and services marketed to club members include credit cards,
vehicle financing, supplemental health and life insurance, financial services
and extended vehicle warranties. Most of these services are provided to club
members by third parties who pay the Company a marketing fee. The Company also
sells subscriptions to its various publications, including TRAILER LIFE,
MOTORHOME and the annual campground directories.
The RV financing program is administered by Ganis Credit Corporation ("Ganis").
The number of Ganis RV loans to the Company's club members decreased by 17.4%
from 1998 to 1999 primarily due to an increase in interest rates.
During 1996, the Company introduced its extended vehicle warranty program. The
Company earned marketing fees of approximately $3.6 million in 1999, a 23%
decrease over 1998. This decrease is attributable to the elimination of
multi-year contracts by our underwriting partner limiting our sales to annual
renewable contracts. Marketing fees are earned based on approximately 44% to 50%
of written premiums. This program had 16,000 policies in force as of December
31, 1999 by utilizing existing Company direct mail marketing channels, company
magazine print ads and retail Kiosks in Camping World stores.
In addition, the Company is evaluating other products and services that club
members may find attractive. When introducing new products and services, the
Company concentrates on products and services provided by third parties, which
it can market without significant capital investment by the Company, and for
which it receives a marketing fee from the service provider based on sales
volume. The Company seeks to utilize the purchasing power of its club members to
obtain products and services at attractive prices
PUBLICATIONS
The Company produces and distributes a variety of publications for select
markets in the recreation and leisure industry, including general circulation
periodicals, club magazines, directories, and RV industry trade magazines.
Revenues are recognized from the sale of advertising, subscriptions and direct
sales of some of the publications. The Company believes that the focused
audience of each publication is an important factor in attracting advertisers.
9
The following chart sets forth the circulation and frequency of the Company's
publications:
1999 Number of Issues
Publication Circulation Published Each Year
- ---------------------------------------------------------- -------------------
GENERAL CIRCULATION MAGAZINES:
American Rider 60,147 (1) 8
ATV Sport 50,885 (1) 6
Bowhunting World 94,579 (1) 9
MotorHome 144,050 (1) 12
Rider 105,024 (1) 12
Snow Week 19,163 (1) 18
SnowGoer 66,793 (1) 6
Trailer Life 280,023 (1) 12
Watercraft World 30,550 (1) 9
CONTROLLED CIRCULATION- BUSINESS:
Archery Business 11,001 (3) 7
Campground Management 10,000 (3) 12
PowerSports Business 15,597 (3) 18
RV Business 21,388 (3) 12
CONTROLLED CIRCULATION- CONSUMER:
ATV Magazine 232,997 (3) 4
Cruising Rider 143,171 (3) 5
PWC Magazine 303,314 (2) 4
Snowmobile 567,437 (3) 4
Woodall Specials 360,850 (4) 1
Woodall's Regional News Tabloids 164,334 (2) 12
ANNUALS:
Roads to Adventure 377,000 (2) 1
Trailer Life Campground/RV Park &
Services Directory 302,338 (1) 1
Trailer Life's RV Buyers Guide 60,000 (1) 1
Woodall Buyer's Guide 42,349 (1) 1
Woodall Campground Directory 415,000 (1) 1
Woodall Plan-it Pack-it & Go 48,000 (1) 1
Woodall Go & Rent... Rent & Go 93,000 (2) 1
CLUB MAGAZINES:
Coast to Coast Magazine 224,000 (5) 8
Golf Traveler 94,000 (5) (6) 6
Highways 993,738 (5) 11
RV View 562,190 (5) 5
- ---------------
(1) Paid circulation.
(2) Trade publication distributed to industry-specific groups.
(3) Includes sales and free distribution.
(4) Distribution to RV outlets, including campgrounds and dealerships.
(5) Circulation is limited to club members and the price is included in the
annual membership fee.
(6) Only one magazine is issued when two members are from the same household.
10
GENERAL CIRCULATION MAGAZINES
AMERICAN RIDER, introduced in November 1993, is targeted to owners and operators
of Harley-Davidson motorcycles.
ATV SPORT was introduced May 1998 and targets recreational and racing sport quad
riders.
BOWHUNTING WORLD is the archery equipment authority which provides information
on new equipment reviews and maintenance techniques, and features articles which
discuss ethical hunting, hunting rights, and pertinent legislative issues.
MOTORHOME is a monthly periodical for owners and prospective buyers of
motorhomes which has been published since 1968 with a paid circulation of
approximately 144,000 in 1999. MOTORHOME features articles on subjects such as
product tests, travel and tourist attractions.
RIDER is a monthly magazine for motorcycle touring enthusiasts and has been
published since 1974. Each issue focuses on motorcycles, personalities,
technical subjects, travel notes and other features of interest to this
recreational affinity group.
SNOW WEEK is the central source of information for the competition and
high-performance snowmobiling market segment. The publication provides timely,
year-round stories on racing, performance enhancing products, technical
assistance, new product introductions, and industry general information.
SNOWGOER is designed for the sport's highly active participants and provides
detailed equipment and product critiques and maintenance tips.
TRAILER LIFE, initially published in 1941, is the leading consumer magazine for
the RV industry with a paid circulation of approximately 280,000 in 1999.
TRAILER LIFE features articles on subjects including product tests, travel and
tourist attractions.
WATERCRAFT WORLD is targeted to avid personal watercraft enthusiasts and
provides detailed critiques of watercraft, in-depth gear and accessory
evaluations, technical tips and racing information.
CONTROLLED CIRCULATION MAGAZINES- BUSINESS
The Company publishes the following trade magazines:
ARCHERY BUSINESS is the leading trade publication for archery dealers and
presents a mix of industry news and trends, product reviews and sales tips
designed to improve financial performance of archery product dealers.
CAMPGROUND MANAGEMENT is the leading trade magazine for the campground industry.
POWER SPORTS BUSINESS is an industry trade magazine introduced in January 1998
which combines previously issued SNOWMOBILE BUSINESS and WATERCRAFT BUSINESS
with a motorcycle and ATV business section. Distribution is to dealers servicing
these industries, which in numerous cases have combined operations to service
more than one of these segments.
RV BUSINESS is the leading trade magazine covering industry news and trends for
RV dealers, manufacturers, suppliers, associations and others.
11
CONTROLLED CIRCULATION MAGAZINES- CONSUMER
ATV MAGAZINE'S first issue was published in October 1995. The publication is
designed to reach large numbers of active ATV owners with comprehensive product
information during the peak periods when equipment is purchased. ATV SPORT
magazine debuted in 1998.
CRUISING RIDER was introduced in March 1998 and targets cruiser motorcycle
owners and buyers.
PWC MAGAZINE is the complete guide for the personal watercraft owner and
provides reviews of personal watercraft, gear and accessories as well as
information on maintenance procedures, safety tips and travel destinations. PWC
Magazine was first published in January 1995.
SNOWMOBILE magazine delivers broad-based editorial and snowmobile-related
information to its audience of active snowmobile enthusiasts. The publication
includes reviews of new machines, clothing and accessories, and articles on
responsible riding practices, snowmobiling vacation destinations and special
events, and serves as the front-end medium for all snowmobile-related product
promotions.
ANNUAL PUBLICATIONS
ROADS TO ADVENTURE, introduced in 1996, is targeted to younger families pursuing
camping and other outdoor recreation activities. Issued quarterly in 1998,
circulation was reduced to a single issue per year beginning in 1999.
TRAILER LIFE CAMPGROUND/ RV PARK & SERVICES DIRECTORY, initially published in
1972, is an annually updated directory which provides information on and ratings
for approximately 12,250 public and private campgrounds, and 2,200 RV service
centers, including over 1,000 tourist attractions in North America along with
color maps of the areas covered. In 1999, approximately 302,000 directories were
distributed. The publication features Good Sam Parks that offer discounts on
overnight camping fees for the Company's club members. This directory is sold by
direct mail to Good Sam Club members, at RV dealerships and in bookstores.
WOODALL CAMPGROUND DIRECTORY, initially published in 1948, is an annual consumer
directory offered in both national and regional editions. In 1999, approximately
415,000 directories were distributed. The Woodall directory is primarily
distributed through book stores.
WOODALL PLAN-IT PACK-IT & GO is an annual directory providing information on
both government and privately-owned campgrounds and the outdoor activities and
attractions that are available near them. In 1999, approximately 48,000
directories were distributed. The PLAN-IT PACK-IT & GO is primarily distributed
through newsstands.
WOODALL GO & RENT... RENT & GO is an annual catalog providing information on
where to find on-site lodging and cabin rentals at RV Parks & Campgrounds and
"Over-the-Road" RV Rentals, as well as fully equipped campsites throughout the
U.S.A. and Canada. This book features "turn-key" camping experiences for those
who want to try camping, rent a cabin, or a fully-equipped campsite. In 1999,
approximately 93,000 catalogs were distributed.
CLUB OR TRADE MAGAZINES AND BOOKS
Each of the Company's membership clubs has its own publication which provides
information on club activities and events, feature stories and other
articles. The Company publishes HIGHWAYS for the
12
Good Sam Club, COAST TO COAST MAGAZINE for the Coast to Coast clubs, THE GOLF
TRAVELER for the Golf Card Club, and RV VIEW for Camping World's President's
Club. The Company also periodically publishes books targeted for its club
membership which address the RV lifestyle.
RETAIL
Camping World is a national specialty retailer of merchandise and services for
RV owners. The 29 Camping World retail supercenters, which are located in 18
states, accounted for approximately 65% of the merchandise revenues for the year
ended December 31, 1999 while approximately 22% were derived from catalog sales
and approximately 13% were derived from fees or non-merchandise revenues.
The Company believes that Camping World's leading position in the RV accessory
industry results from a high level of name recognition, an effective dual
channel distribution strategy and a commitment to offer a broad selection of
specialized RV products and services at competitive prices combined with
technical assistance and on-site installation. Camping World's supercenters
offer over 8,000 SKUs, approximately 80% of which are not regularly available in
general merchandise stores. In addition, general merchandise stores do not
provide installation or repair services for RV products, which are available at
Camping World's supercenters. Products sold by Camping World include
specialty-sized refrigerators, housewares and other appliances, bedding and
furniture, generators and hydraulic leveling systems, awnings, folding boats,
chairs, bicycles, and sanitation products. Further, kiosks have been installed
at numerous locations to market such products and services as vehicle insurance,
extended warranty and emergency road service. Camping World supercenters are
strategically located in areas where many RV owners live or in proximity to
destinations frequented by RV users. Camping World's supercenters are designed
to provide one-stop shopping by combining broad product selection, technical
assistance and on-site installation services.
Camping World sources its products from approximately 800 vendors. Camping World
attends regional, national and international trade shows to determine the
products it will offer. The purchasing activities of Camping World are focused
on RV parts and accessories, electronics, housewares, hardware, automotive,
crafts, clothing, home furnishings, gifts, camping and sporting goods. Camping
World has developed an automated "plan-o-gram" system to provide merchandising
plans to each supercenter and a minimum/maximum inventory system for its
operations to improve fulfillment rates on key items. Camping World believes
that the volume of merchandise it purchases and its ability to buy direct from
manufacturers together with the utilization of its transportation fleet enables
Camping World to obtain merchandise at costs which compare favorably to local RV
dealers and retailers. Camping World does not enter into material long-term
contracts or commitments with its vendors. Camping World's largest vendor, a
supplier of awnings, refrigerators and air conditioners, accounted for
approximately 8% of Camping World's total purchases during the last two fiscal
years.
MAIL ORDER OPERATIONS
Camping World initiated its mail order operations in 1967. Camping World
currently has a proprietary mailing list of approximately 2.3 million RV
owners, all of whom have made a purchase or requested a catalog from Camping
World within the prior 60 months. Camping World maintains a database of these
names, which includes information such as order frequency, size of order,
date of most recent order and type of merchandise purchased. Camping World
analyzes its database to determine those customers most likely to order from
Camping World's catalogs. As a result, Camping World is able to target
catalog mailings more effectively than direct marketers of catalogs offering
general merchandise. Camping World continually expands its proprietary
mailing list through in-store subscriptions and requests for catalogs in
response to advertisements in regional publications directed to RV owners. In
13
addition, Camping World rents mailing lists of RV owners from third parties.
During 1999, Camping World distributed 12.6 million catalogs, of which 10.7
million were mailed in 14 separate mailings, and the remaining 1.9 million
catalogs were distributed in supercenters, at campgrounds, and as package
inserts. In 1999, Camping World processed approximately 512,000 catalog orders
at an average net order size of $91, excluding postage and handling charges. The
average net order size increased 5.4% from the prior year. Camping World
distributes eight high quality, full color catalogs each year: the master, a
spring, fall, holiday, two sale editions and two prospecting catalogs. Camping
World also distributes specialty catalogs directed to targeted customers in
order to develop market niches.
MARKETING
Marketing of club memberships and related products and services is through
direct mail, e-mail, target marketing inserts, advertisements, promotional
events and telemarketing. Direct response marketing efforts account for
approximately 74% of new enrollments with the remaining 26% derived from other
sources. The Company uses a variety of commercially available mailing lists of
RV owners in its direct mail efforts. The most useful lists are compiled from
vehicle registrations provided by the motor vehicles departments in over 30
states, direct response lists from RV industry participants, and in-house lists.
The Publications segment solicits advertisements through its internal sales
force and by paying commissions to advertising agencies and independent
contractors who place advertisements. Many advertisers are repeat customers with
whom the Company has long standing relationships.
The Merchandise segment solicits customers through mail order catalogs, direct
mail retail flyers, advertisements in national and regional industry
publications, vendor co-op advertising programs, promotional events, President's
Club direct mailings and personal solicitations and referrals. Camping World's
principal marketing strategy is to capitalize on its broad name recognition
among RV owners.
The Internet is proving to be a significant, low-cost source for new club
members, subscriptions and other ancillary product sales. The Company's nineteen
web pages, which are accessible through "RV.net," are experiencing tremendous
growth, and are currently obtaining an average of 220,000 hits per day.
OPERATIONS
MEMBER SERVICES AND PUBLICATIONS
The Company's member service operations are located in Denver, Colorado and
Bowling Green, Kentucky. The primary focus of member services is to handle
information requests from club members through the Company's toll-free
telephone number. Member service representatives take orders and market
products and services to existing and potential club members in response to
telephone inquiries. The Company expects to increase sales through better
management of its member service operations coupled with greater efficiency
in its telemarketing efforts. Camping World's mail order operations, located
at its headquarters in Bowling Green, Kentucky, offer toll-free customer
service seven days a week, 24 hours a day. Camping World has established a
sales training program for its customer service personnel and also provides
experienced technical advisors to answer specific questions by telephone.
Orders are usually processed and shipped within 24 hours of receipt.
14
On average, these member service operations process approximately 7,900
telephone calls daily.
Fulfillment operations involve the processing of orders and checks principally
received by mail. Certain fulfillment operations are performed by third parties.
The Company's publication operations develop the layout for publications and
outsource printing to third parties.
RETAIL
Camping World's supercenters generally range in size from approximately 12,000
to 59,000 square feet. Approximately 40% of each supercenter is devoted to a
retail sales floor, a customer service area, and a technical information
counter; 40% is comprised of the installation facility which contains 4 to 16
drive-through installation bays; and 20% is allocated to office and warehouse
space. Large parking areas provide sufficient space and facilitate maneuvering
of RVs. By combining broad product selection, technical assistance and
installation and repair services, Camping World's supercenters provide one-stop
shopping for RV owners. Camping World maintains toll-free telephone numbers for
customers to schedule installation and repair appointments. All supercenters are
open seven days a week.
Camping World intends to continue the controlled, limited expansion of its
supercenter store network. Camping World's expansion strategy is based on a
comprehensive process that analyzes the sales trends and travel patterns of
existing and potential customers as well as the sales patterns of RV vehicles.
Camping World researches the travel routes used by RV owners and the location of
camping areas in order to ensure the convenient location of its supercenters.
Sales of new RVs together with analysis of demographic data derived from its
customer database and mail order shipments and RV ownership lists from other
sources are used to identify high concentrations of RV owners. Once an area has
been identified, Camping World surveys its customers to select specific
locations for a new supercenter. Camping World credits this detailed analytical
approach with the fact that it has closed only one store since inception. In
1999, one new supercenter was opened in New Braunfels, Texas.
INFORMATION SUPPORT SERVICES
The Company utilizes integrated computer systems to support its membership club
and publishing operations. Comprehensive information on each member, including a
profile of the purchasing activities of members, is available to customer
service representatives when responding to member requests, and when sales
representatives market the Company's products and services. The Company employs
publishing software for publication makeup and content and for advertising to
support its publications operations. An area wide network facilitates
communication within and between the Company's offices. The Company also
utilizes information technology, including list segmentation and merge and purge
programs, to select prospects for direct mail solicitations and other direct
marketing efforts.
Camping World's management information systems and electronic data processing
systems consist of an extensive range of retail, mail order, financial and
merchandising systems, including purchasing, inventory distribution and
control, sales reporting, accounts payable and merchandise management.
Camping World's management information system includes point-of-sale
registers that are equipped with bar code readers in each supercenter. These
registers are polled nightly by a central computer. With this point-of-sale
information and the information from Camping World's on-line distribution
centers, Camping World compiles comprehensive data, including detailed sales
volume and inventory information by product, merchandise transfers and
receipts, special orders, supply orders and returns of product purchases to
vendors. In conjunction with its nightly polling, Camping World's central
computer sends price changes to registers at the point of sale. The
15
registers capture President's Club member numbers and associated sales and
references to specific promotional campaigns. Management monitors the
performance of each supercenter and mail order operation to evaluate
inventory levels, determine markdowns and analyze gross profit margins by
product.
Camping World's catalog operations also utilize a computerized management system
allowing on-line desktop access to information which previously required manual
retrieval. Screen prompts which provide product, promotional, and revenue
potential information have allowed Camping World to maintain high service levels
during seasonal sales peaks. The installation of an automatic call distribution
switch with scheduling software has facilitated more effective management of
customer inquiries and reduced set-up time for call processing.
REGULATION
The Company's operations are subject to varying degrees of federal, state and
local regulation. Specifically, the Company's outbound telemarketing, direct
mail, and emergency road service programs, as well as certain services provided
by third parties, including insurance, RV Financing, and extended warranty, are
currently subject to certain regulation and may be subjected to increased
scrutiny in the future. The Company does not believe that such federal, state
and local regulations currently have a material impact on its operations.
However, new regulatory efforts impacting the Company's operations may be
proposed from time to time in the future at the federal, state and local level.
There can be no assurance that such regulatory efforts will not have a material
adverse effect on the Company's ability to operate its businesses or on its
results of operations.
COMPETITION
In general, the Company's membership clubs, retail and catalog operations and
publications compete with numerous organizations in the recreation industry for
disposable income spent on leisure activities. By offering significant
membership benefits at a reasonable cost and actively marketing to club members,
the Company believes that it has been able to maintain a loyal following for its
membership organizations as evidenced by such clubs' high renewal rates. The
products and services marketed by the Company compete with similar products and
services offered by other providers. However, management believes that it is
able to use the large volume of purchases by its club members to secure
attractive pricing for the products and services marketed by the Company.
EMPLOYEES
As of December 31, 1999, the Company had 1,375 full-time and 190 part-time or
seasonal employees, including 7 executives, 924 employees in retail operations,
381 employees in administrative and club operations, 204 employees in publishing
and advertising sales, 13 employees in resort services and 36 employees in
marketing. No employees are covered by a collective bargaining agreement. The
Company believes that its employee relations are good.
TRADEMARKS AND COPYRIGHTS
The Company owns a variety of registered trademarks and service marks for the
names of its clubs, magazines and other publications. The Company also owns
the copyrights to certain articles in its publications. The Company believes
that its trademark and copyrights have significant value and are important to
its marketing efforts.
16
ITEM 2: PROPERTIES
The table below sets forth certain information concerning the Company's
properties. The leased properties generally provide for fixed monthly rentals
with annual escalation clauses.
SQUARE ACRES OWNED/ LEASE
FEET ----- LEASED EXPIRATION
---- ------ ----------
CORPORATE HEADQUARTERS:
Ventura, CA 74,100 Owned -
OTHER OFFICE FACILITIES:
Denver, Colorado (for its customer service, warehousing 60,000 Owned -
fulfillment, and information system functions)
Bowling Green, Kentucky (for its retail administrative 26,000 Owned -
headquarters and mail order operations)
Bowling Green Headquarters Annex 3,000 Leased 2001
Seattle, Washington 912 Leased 2000
Elkhart, Indiana 4,076 Leased 2001
Lake Forest, Illinois 20,000 Leased 2000
Maple Grove, Minnesota 17,496 Leased 2005
Greenville, Michigan 2,000 Leased 2000
DISTRIBUTION CENTERS:
Bowling Green, Kentucky 104,000 6.780 Leased 2010
Bakersfield, California (includes an 1,800 square foot retail 81,500 8.430 Owned -
showroom)
CAMPING WORLD SUPERCENTER LOCATIONS:
Tucson, AZ ................................................................ 12,145 2.000 Leased 2018
Mesa, AZ .................................................................. 27,500 3.140 Leased 2010
La Mirada, CA ............................................................. 30,647 4.450 Owned -
San Marcos, CA ............................................................ 25,522 2.212 Leased 2027
Fairfield, CA ............................................................. 43,434 3.780 Leased 2020
Rocklin, CA ............................................................... 29,085 4.647 Leased 2037
San Bernardino, CA ........................................................ 18,126 1.665 Leased 2012
San Martin, CA ............................................................ 29,486 5.000 Leased 2023
Valencia, CA .............................................................. 58,800 9.310 Owned -
Denver, CO ................................................................ 27,085 4.132 Leased 2037
Ft. Myers, FL ............................................................. 22,886 4.217 Leased 2012
Kissimmee, FL ............................................................. 56,850 6.043 Owned -
Tampa, FL ................................................................. 40,334 3.711 Leased 2026
Bolingbrook, IL ........................................................... 25,126 5.299 Owned -
Bowling Green, KY ......................................................... 38,368 2.895 Owned -
Belleville, MI ............................................................ 44,197 8.790 Owned -
Rogers, MN ................................................................ 24,700 6.303 Leased 2025
Bridgeport, NJ ............................................................ 24,581 6.920 Leased 2031
Henderson, NV ............................................................. 25,850 4.400 Leased 2025
Brunswick, OH.............................................................. 23,233 4.087 Leased 2038
17
CAMPING WORLD SUPERCENTER LOCATIONS (CONTINUED) SQUARE ACRES OWNED/ LEASE
FEET ----- LEASED EXPIRATION
---- ------ ----------
Wilsonville, OR...................................................... 32,850 4,653 Leased 2016
Myrtle Beach, SC..................................................... 38,935 5.690 Owned -
Nashville, TN........................................................ 30,000 3.238 Owned -
Denton, TX........................................................... 22,984 6.887 Leased 2037
New Braunfels, TX.................................................... 43,397 19.100 Owned -
Mission, TX.......................................................... 23,094 3.430 Leased 2015
Draper, UT........................................................... 27,675 8.031 Leased 2026
Manassas, VA......................................................... 16,348 1.880 Leased 2018
Fife, WA............................................................. 35,659 5,840 Leased 2032
In addition, the Company leases a research facility of approximately 8,000
square feet on 60 acres in Wisconsin, a body shop of approximately 10,500 square
feet on approximately 0.7 acres in Denver, Colorado, and other miscellaneous
office equipment.
ITEM 3: LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation arising in the normal
course of business operations. None of such current litigation is expected,
individually or in the aggregate, to have a material adverse effect on the
Company.
On January 28, 1998, Travel America, Inc., First Nationwide Resort Management,
Inc., Revcon Motorcoach, Inc., Adventure Resorts of America, Inc., Thousand
Adventures, Inc., and other related entities filed a complaint in the Superior
Court of California in Orange County, California, against Camp Coast to Coast,
Inc., Affinity Group, Inc., certain employees and former employees of Camp Coast
to Coast, Inc. and Affinity Group, Inc. and certain membership campground
resorts within the Coast to Coast system. The complaint relates to the
termination by the plaintiffs of their affiliation contracts with Camp Coast to
Coast, Inc. The suit alleges causes of action for breach of contract, unfair
competition, interference with contracts, interference with prospective economic
advantage, misappropriation of trade secrets, fraud, defamation, accounting,
conspiracy and injunctive relief. The suit seeks compensatory damages,
injunctive relief, general and special damages, punitive damages and an
accounting. The Company and all other defendants believe the complaint to be
without merit and intend to vigorously defend the action and assert all
available rights and seek all appropriate remedies. The case is currently
scheduled for trial during the second quarter of 2000. The Company believes that
such litigation will not have a material adverse effect on its results of
operations or on its financial position.
ITEM 4: SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Not Applicable
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ITEM 6: SELECTED FINANCIAL DATA
The selected financial data of the Company for each of the five years ended
December 31 are derived from the audited consolidated financial statements of
the Company. The selected financial data of the Company should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's Consolidated Financial Statements
and the notes thereto included elsewhere herein.
Years Ended December 31,
(DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA: 1999 1998 1997 1996 1995
--------------------------------------------------------
REVENUES:
Membership services $120,410 $ 116,325 $ 114,175 $ 99,354 $ 100,679
Publications 61,554 60,354 53,891 39,545 38,290
Merchandise 199,861 182,367 132,953 - -
--------------------------------------------------------
381,825 359,046 301,019 138,899 138,969
COSTS APPLICABLE TO REVENUES:
Membership services 73,283 71,460 62,607 55,793 55,400
Publications 40,915 42,703 36,554 28,236 27,906
Merchandise 130,983 121,320 90,378 - -
--------------------------------------------------------
245,181 235,483 189,539 84,029 83,306
GROSS PROFIT 136,644 123,563 111,480 54,870 55,663
OPERATING EXPENSES:
Selling, general and administrative 80,326 72,737 57,435 16,326 18,376
Depreciation and amortization 16,216 14,868 13,859 8,181 9,013
--------------------------------------------------------
96,542 87,605 71,294 24,507 27,389
--------------------------------------------------------
INCOME FROM OPERATIONS 40,102 35,958 40,186 30,363 28,274
NON-OPERATING ITEMS:
Interest expense, net (28,543) (31,823) (27,825) (16,690) (16,447)
Other non-operating (expense) income, net (1,215) 2,501 232 (996) (1,579)
--------------------------------------------------------
(29,758) (29,322) (27,593) (17,686) (18,026)
--------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES, EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE 10,344 6,636 12,593 12,677 10,248
INCOME TAX EXPENSE (5,641) (4,422) (7,114) (6,690) (5,167)
--------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS 4,703 2,214 5,479 5,987 5,081
DISCONTINUED OPERATIONS:
Gain (loss) from discontinued operations, net
of applicable income taxes 1,018 (1,935) (1,424) (1,592) 235
Gain (loss) on disposal, net of applicable income taxes 757 (54) (294) (5,866) -
--------------------------------------------------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 6,478 225 3,761 (1,471) 5,316
AND CUMULATIVE EFFECT OF ACCOUNTING
CHANGE
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, net of
applicable current income tax benefit - (5,135) (239) - -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
FOR START-UP COSTS, net of applicable current
income tax benefit - (124) - - -
--------------------------------------------------------
NET INCOME (LOSS) $ 6,478 $ (5,034) $ 3,522 $ (1,471) $ 5,316
========================================================
19
SELECTED FINANCIAL DATA (CONTINUED)
1999 1998 1997 1996 1995
----------------------------------------------------------
(dollars in thousands)
Balance Sheet Data (at period end):
Working capital (deficiency) (1) $(49,440) $(42,111) $(40,417) $(44,679) $(41,396)
Total assets 366,941 496,169 388,265 179,173 191,309
Deferred revenues (2) 90,610 88,671 79,057 70,049 68,702
Total debt 293,558 305,467 294,361 147,375 164,496
Total stockholder's deficit (74,468) (80,946) (75,912) (79,434) (77,963)
- -----------------
(1) Restated to give effect to the reclassifications of NAFE, AINS and AB as
discontinued operations. Excludes net current assets or (liabilities) of
discontinued operations in the amount of ($129,596), ($32,237), ($11,985), and
($5,409) for 1998, 1997, 1996, and 1995, respectively.
(2) Deferred revenues represent cash received by the Company in advance of the
recognition of revenues in accordance with generally accepted accounting
principles. Deferred revenues primarily reflect club membership dues, annual ERS
fees, advances on third party credit card fee revenues and publication
subscriptions. These revenues are recognized at the time the goods or services
are provided or over the membership period, which averages approximately 18
months.
20
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following tables set forth the components of the statements of operations
for the years ended December 31, 1999, 1998, and 1997 as a percentage of total
revenues, and the comparison of those components from period to period. The
following discussion is based on the Company's Consolidated Financial Statements
included elsewhere herein. The Company's revenues are derived principally from
membership services, including club membership dues and marketing fees paid to
the Company for services provided by third parties, and from publications,
including subscriptions and advertising, and merchandise sales. In the third
quarter of 1997, the Company disposed of the operations of the National
Association for Female Executives ("NAFE") club which was acquired in 1994. In
the fourth quarter of 1998, the Company sold Affinity Insurance Group, Inc.
("AINS") and adopted a plan to dispose of the operations of Affinity Bank
("AB"), subject to regulatory approval, which were both acquired in 1995. The
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" discussion below excludes the operations of NAFE, AINS and AB since
they have been classified as discontinued operations. During the year ended
December 31, 1997, the Company completed three acquisitions: (i) Ehlert
Publishing companies ("Ehlert" or "EPG"), a specialty publisher of sports and
recreation magazines, in March 1997, (ii) Camping World, Inc. ("Camping World"
or "CWI"), a national specialty retailer of merchandise and services for RV
owners, in April 1997, and (iii) Rapid Response emergency road service
contracts, in August 1997.
21
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
TABLE FOR PERCENTAGE COMPARISONS OF TOTAL REVENUES
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- ---------------------------------------------------------------------------------------------------------------
Percentage of Percentage Increase
Total Revenues (Decrease)
-------------- ----------
Year 1999 Year 1998
1999 1998 1997 over 1998 over 1997
------------------------------ -------------------
REVENUES:
Membership services 31.5% 32.4% 37.9% 3.5% 1.9%
Publications 16.1% 16.8% 17.9% 2.0% 12.0%
Merchandise 52.4% 50.8% 44.2% 9.6% 37.2%
------------------------------ -------------------
100.0% 100.0% 100.0% 6.3% 19.3%
COSTS APPLICABLE TO REVENUES:
Membership services 19.2% 19.9% 20.9% 2.6% 14.1%
Publications 10.7% 11.9% 12.1% (4.2%) 16.8%
Merchandise 34.3% 33.8% 30.0% 8.0% 34.2%
------------------------------ -------------------
64.2% 65.6% 63.0% 4.1% 24.2%
------------------------------ -------------------
GROSS PROFIT 35.8% 34.4% 37.0% 10.6% 10.8%
OPERATING EXPENSES:
Selling, general and administrative 21.1% 20.3% 19.1% 10.4% 26.6%
Depreciation and amortization 4.2% 4.1% 4.6% 9.1% 7.3%
------------------------------ -------------------
25.3% 24.4% 23.7% 10.2% 22.9%
------------------------------ -------------------
INCOME FROM OPERATIONS 10.5% 10.0% 13.3% 11.5% (10.5%)
NON-OPERATING ITEMS:
Interest expense, net (7.5%) (8.9%) (9.2%) (10.3%) 14.4%
Other non-operating (expense) income, net (0.3%) 0.7% 0.1% (148.6%) 978.0%
------------------------------ -------------------
(7.8%) (8.2%) (9.1%) 1.5% 6.3%
------------------------------ -------------------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES, EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE 2.7% 1.8% 4.2% 55.9% (47.3%)
INCOME TAX EXPENSE (1.5%) (1.2%) (2.4%) 27.6% (37.8%)
------------------------------ -------------------
INCOME FROM CONTINUING OPERATIONS 1.2% 0.6% 1.8% 112.4% (59.6%)
DISCONTINUED OPERATIONS:
Gain (loss) from discontinued operations, net of
applicable income taxes 0.3% (0.6%) (0.5%) 152.6% 35.9%
Gain (loss) on disposal, net of applicable income
taxes 0.2% - (0.1%) 1501.9% (81.6%)
------------------------------ -------------------
INCOME BEFORE EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE 1.7% - 1.2% 2779.1% (94.0%)
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, net of
applicable current income tax benefit - (1.4%) - 100.0% -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
FOR START-UP COSTS, net of applicable
current income tax benefit - - - 100.0% -
------------------------------ -------------------
NET INCOME (LOSS) 1.7% (1.4%) 1.2% 228.7% (242.9%)
============================== ===================
22
YEAR ENDED DECEMBER 31, 1999 COMPARED WITH YEAR ENDED DECEMBER 31, 1998
REVENUES
Revenues of $381.8 million for 1999 increased by approximately $22.8 million or
6.3% from the comparable period in 1998.
Membership services revenues for 1999 of $120.4 million increased by
approximately $4.1 million or 3.5% compared to $116.3 million for 1998. This
revenue increase is largely attributable to a $4.7 million increase in fee
income recognized on vehicle insurance products, a $2.4 million increase in
marketing fee income generated from increased sales of health and life insurance
premiums as well as a revised contract with the third party administrator, $1.0
million in additional Good Sam emergency road service revenue as a result of
increased enrollment, and $0.9 million in increased member event revenue. These
increases were partially offset by a $4.9 million revenue decrease from the
extended vehicle warranty program. Our underwriting partner eliminated
multi-year extended vehicle warranty contracts, thus limiting sales to annual
renewable contracts.
Publications revenues for 1999 of $61.6 million increased 2.0% from $60.4
million for 1998. This increase was primarily due to an increase in advertising
revenue in the RV-related publications partially offset by reduced advertising
revenue in the snow-related publications as a result of unseasonably mild winter
weather.
Merchandise revenue for 1999 of $199.9 million increased $17.5 million or 9.6%
over 1998. This increase was principally attributable to a $13.6 million
increase in retail showroom sales, representing a 5.5% same store growth over
1998, and a $3.9 million increase in mail order sales.
COSTS APPLICABLE TO REVENUES
Costs applicable to revenues totaled $245.2 million in 1999, an increase of $9.7
million or 4.1% over 1998.
Membership services costs and expenses increased by approximately $1.8 million
or 2.6% to $73.3 million for 1999 compared to $71.5 million in 1998. This
increase was due to a $2.0 million increase in membership services costs
primarily associated with increased marketing of the Good Sam Club and
President's Club memberships, a $1.3 million increase in marketing and
administration costs as a result of the contract renewal with the health and
life insurance third party administrator, a $1.0 million increase in emergency
road service claims costs, and a $0.8 million increase for member events due to
increases in attendance and the number of events. These expense increases were
partially offset by a $1.8 million reduction in general operating expenses and a
$1.5 million reduction associated with the decline in sales of extended warranty
policies.
Publication costs and expenses of $40.9 million for 1999 decreased $1.8 million
or 4.2% compared to 1998. This decrease was primarily due to making ROADS TO
ADVENTURE an annual title instead of a quarterly publication, reduced expenses
related to lower circulation in the snow-related publications, and lower Woodall
production costs as a result of a change in contracted production facilities.
Merchandise costs applicable to revenues increased $9.7 million or 8.0% to
$131.0 million. The increase in merchandise costs was primarily attributable to
the 9.6% increase in merchandise sales. The gross profit margin increased by
$7.8 million, from 33.5% in 1998 to 34.5% in 1999. The primary reasons for the
improved margin were a result of reduced competitive pressure and a series of
substantial cost reduction negotiations.
23
OPERATING EXPENSES
Selling, general and administrative expenses of $80.3 million for 1999 were
$7.6 million or 10.4% over 1998. This increase was the result of a $4.8
million increase in deferred executive compensation, $4.7 million increase in
retail selling, general and administrative expenses associated with new store
openings and other variable expenses related to increased sales, partially
offset by a $1.9 million decrease in consulting, legal and professional fees.
Depreciation and amortization expenses of $16.2 million were $1.3 million
higher than in 1998. This variance was principally due to the depreciation of
assets associated with the new retail stores, the merchandising and
distribution system, and the acquisition of the Ventura, California corporate
facility in the fourth quarter of 1998.
INCOME FROM OPERATIONS
Income from operations of $40.1 million for 1999 increased by $4.1 million or
11.5% compared to 1998. Increased gross profit from the CWI retail operations of
$7.8 million, and from publications of $3.0 million and membership services of
$2.2 million, were partially offset by increased operating expenses of $8.9
million.
NON-OPERATING ITEMS
Net non-operating items for 1999 were $29.8 million compared to approximately
$29.4 million for 1998. This $0.4 million increase was the result of a $3.3
million decrease in net interest expense due to lower effective interest rates,
more than offset by a $3.7 million increase in other non-operating items over
1998. In 1999 the Company recognized one-time expenses of $1.2 million
associated with the reorganization of certain publications and club activities
compared to the gain recognized on a condemnation award in 1998.
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
Income from continuing operations before income taxes, extraordinary item and
cumulative effect of accounting change in 1999 was $10.3 million compared to
$6.6 million for 1998. This increase was due to the increases in income from
operations reflected above partially offset by higher net non-operating
expenses.
INCOME TAXES
Income taxes for 1999 of $5.6 million increased $1.2 million from 1998. The
effective income tax rates are higher than statutory rates due primarily to the
amortization of non-deductible goodwill.
INCOME FROM CONTINUING OPERATIONS
Income from continuing operations for 1999 was $4.7 million compared to $2.2
million for 1998. This increase was due to the increase in income from
operations, combined with increased non-operating expenses.
DISCONTINUED OPERATIONS
As further described in Note 15 in the Consolidated Financial Statements, the
Company adopted a plan to sell the stock of AINS and AB in the fourth quarter of
1998. Aggregate losses of $2.0 million, net of taxes, were recognized in 1998
from the disposition of AINS and the planned disposition of AB. The
24
Company completed the sale of AB in 1999 following regulatory approval resulting
in a $1.8 million gain, net of tax.
EXTRAORDINARY ITEM
The Company refinanced the $120.0 million, 11.5%, AGI Senior Subordinated Notes
in December 1998 and incurred a write-off of unamortized financing costs of $3.0
million and a redemption premium of $5.2 million. The income tax benefit related
to this refinancing totaled $3.1 million.
NET INCOME (LOSS)
The net income for 1999 was $6.5 million compared to a net loss of $5.0 million
for 1998. This $11.5 million favorable variance resulted from an increase of
$2.5 million in income from continuing operations in 1999 over 1998, and the
$5.1 million non-recurring loss recorded in 1998 on the early extinguishment of
debt related to the refinance of the $120.0 million, 11.5%, senior subordinated
notes. Additionally, the income/(loss) recognized in 1999 versus 1998 of $1.8
million and $(2.0) million, respectively, associated with the discontinued
operations of Affinity Insurance Group, Inc. and Affinity Bank, and the
cumulative net expense of an accounting change of $0.1 million recognized in
1998 account for the balance of the increase.
YEAR ENDED DECEMBER 31, 1998 COMPARED WITH YEAR ENDED DECEMBER 31, 1997
REVENUES
Revenues of $359.0 million for 1998 increased by approximately $58.0 million or
19.3% from the comparable period in 1997. On a proforma basis, assuming the CWI
and EPG acquisitions occurred January 1, 1997, 1998 revenues increased $15.7
million, or 4.6%, over 1997.
Membership services revenues for 1998 of $116.3 million increased by
approximately $2.1 million or 1.9% compared to $114.2 million for 1997. On a pro
forma basis, assuming the Camping World acquisition had occurred at January 1,
1997, membership services revenue decreased $0.4 million or 0.3% compared to
1997. This revenue decrease is largely attributable to a $6.4 million decrease
in fee income generated from the sales of vehicle insurance policies, a $2.4
million decrease in membership services revenue principally associated with
reduced Coast to Coast Club enrollment and $0.8 million in reduced member event
revenue. These decreases were partially offset by a $7.1 million revenue
increase from the extended vehicle warranty program, and a $2.1 million revenue
increase from the Rapid Response emergency road service contracts acquired
August 4, 1997.
Publications revenues for 1998 of $60.4 million increased 12.0% from $53.9
million for 1997. On a pro forma basis, assuming the EPG acquisition had
occurred at January 1, 1997, revenue increased $4.3 million. This increase was
primarily due to $1.5 million in revenue from new book title sales, $1.2 million
from increased advertising and circulation revenue from the TRAILER LIFE
CAMPGROUND/ RV PARK & SERVICES DIRECTORY, $0.7 million associated with increased
advertising and circulation revenue from other various RV-related publications,
$0.8 million increase for the Rider magazine group, primarily due to the
introduction of a new motorcycle title, CRUISING RIDER and $0.2 million in
increased Ehlert publication revenue comprised of net increases for the ATV
Group and PowerSports Business partially offset by decreases for the Archery
Group and the consolidation of the Watercraft Business publication into the
PowerSports Group.
Merchandise revenue of $182.4 million related entirely to Camping World acquired
in April 1997. On a pro forma basis, assuming the CWI acquisition had occurred
at January 1, 1997, merchandise revenue
25
for 1998 increased $11.8 million or 6.9%. This increase was principally
attributable to a $7.9 million increase in retail showroom sales, representing a
3.8% same store growth over 1997, and a $3.9 million increase in mail order
sales.
COSTS APPLICABLE TO REVENUES
Costs applicable to revenues totaled $235.5 million in 1998, an increase of
$45.9 million or 24.2% over 1997. On a pro forma basis, assuming the CWI and EPG
acquisitions had occurred at January 1, 1997, costs applicable to revenues
increased $17.3 million for 1998 compared to 1997, a 7.9% increase.
Membership services costs and expenses increased by approximately $8.9 million
or 14.1% to $71.5 million for 1998 compared to $62.6 million in 1997. On a pro
forma basis, assuming the CWI acquisition had occurred at January 1, 1997,
membership services costs increased $7.9 million or 1.6%. This increase was
primarily the result of $6.2 million associated with the increase in extended
warranty policies, a $2.1 million increase associated with the Rapid Response
emergency road service contracts and a $0.5 million increase from Camping World
Roadcare. These increases were partially offset by $1.4 million in reduced
expenses associated with the credit card program, and $0.5 million in increased
membership services expenses, consisting of $1.1 million in reduced expenses
associated with the Coast to Coast Clubs partially offset by increased expenses
in the other membership clubs.
Publication costs and expenses of $42.7 million for 1998 increased $6.1 million
or 16.8% compared to 1997. On a pro forma basis, assuming the EPG acquisition
had occurred at January 1, 1997, costs increased $4.6 million or 12.0%. This
increase was primarily due to $1.2 million associated with increased book sales,
$1.2 million associated with incremental EPG publication revenues, $0.9 million
from increased circulation of the TRAILER LIFE CAMPGROUND/ RV PARK & SERVICES
DIRECTORY, and $1.3 million associated with higher circulation of RV-related
publications.
Merchandise costs applicable to revenues of $121.3 million related entirely to
Camping World acquired in April 1997. On a pro forma basis, assuming the Camping
World acquisition had occurred at January 1, 1997, merchandise costs for 1998
increased $4.9 million or 4.2%. The increase in merchandise costs was primarily
attributable to the 6.9% increase in merchandise sales. The gross profit margin
increased by $6.9 million from 31.7% in 1997 to 33.5% in 1998 primarily due to
the consolidation of vendor product lines and the utilization of enhanced
merchandising software.
OPERATING EXPENSES
Selling, general and administrative expenses of $72.7 million for 1998 were
$15.3 million over 1997. On a pro forma basis, assuming the Camping World
acquisition had occurred on January 1, 1997 general and administrative expenses
increased $2.5 million. This increase is the result a $3.6 million increase in
wage-related expenses of which $2.6 million is related to the retail segment, a
$1.0 million increase in consulting and professional services, a $0.5 million
increase in Year 2000 information systems expenses, a $0.4 million increase in
travel and related expenses, and a $1.0 million increase in other expenses which
were only partially offset by a $4.0 million reduction in deferred executive
compensation in 1998. Depreciation and amortization expenses of $14.9 million
were $1.0 million higher than in 1997. These increases were primarily
attributable to the amortization of goodwill related to the acquisition of CWI
and EPG.
INCOME FROM OPERATIONS
Income from operations of $36.0 million for 1998 decreased by $4.2 million or
10.5% compared to 1997. Assuming the EPG and CW acquisitions had occurred on
January 1, 1997, income from operations decreased $4.4 million or 11.0%.
Increased gross profit from the CWI retail operations of $6.9 million
26
were more than offset by decreases in gross profit from membership services of
$8.3 million and publications of $0.2 million and increases in operating
expenses of $2.8 million.
NON-OPERATING ITEMS
Net non-operating expense for 1998 was $29.3 million compared to $27.6 million
for 1997. This $1.7 million increase reflects higher interest expense due to
increased borrowings, offset by the gain recognized on the condemnation proceeds
received on certain retail property located in Anaheim California.
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
Income from continuing operations before income taxes, extraordinary item and
cumulative effect of accounting change in 1998 was $6.6 million compared to
$12.6 million for 1997. This decrease is due to the declines in income from
operations reflected above combined with higher net non-operating expenses,
principally interest expense.
INCOME TAXES
Income taxes for 1998 of $4.4 million decreased $2.7 million from 1997. The
effective income tax rates in both 1998 and 1997 are higher than statutory rates
due primarily to the amortization of non-deductible goodwill.
INCOME FROM CONTINUING OPERATIONS
Income from continuing operations for 1998 was $2.2 million compared to $5.5
million for 1997. This decrease was due to the decrease in income from
operations, combined with increased non-operating expenses, principally interest
expense.
DISCONTINUED OPERATIONS
As further described in Note 15 to the consolidated financial statements, the
Company adopted a plan to dispose of the assets of NAFE in the fourth quarter of
1996, and AINS and AB in the fourth quarter of 1998. Aggregate losses of $0.3
million, net of taxes, were recognized in 1997 to finalize the disposal of the
NAFE operations. Aggregate losses of $2.0 million, net of taxes, were recognized
in 1998 from the disposal of AINS and AB.
EXTRAORDINARY ITEM
The Company refinanced the $120.0 million, 11.5%, AGI Senior Subordinated Notes
in December 1998 and incurred a write-off of unamortized financing costs of $3.0
million and a redemption premium of $5.2 million. The income tax benefit related
to this refinancing totaled $3.1 million.
NET INCOME (LOSS)
The net loss for 1998 was $5.0 million compared to a net income of $3.5 million
for 1997. This $8.5 million difference resulted from a $4.2 million decrease in
income from operations, combined with an increase in net tax losses of $5.3
million recognized on discontinued operations, extraordinary item, and
cumulative effect of accounting change for start-up costs, and a $1.7 million
increase in non-operating expenses. A reduction of $2.7 million in income taxes
on continuing operations partially offset these items.
27
LIQUIDITY AND CAPITAL RESOURCES
AGHI is a holding company whose primary assets are the capital stock of AGI and
Affinity Group Thrift Holding Corporation ("AGTHC"). AGI, and its subsidiaries,
provide the operating cash flow necessary to service its debt as well as that of
AGHI. The sale of AB, AGTHC's sole and wholly-owned subsidiary, was completed on
September 30, 1999 when the stock of AB was sold to an affiliate of Affinity
Bank Holdings LLC ("ABH"), and has been reclassified as discontinued in the
accompanying financial statements.
The Company has two primary debt obligations. On April 2, 1997, AGHI issued a
total of $130.0 million of 11.0% senior notes maturing on April 1, 2007 ("AGHI
Senior Notes"). On November 13, 1998, AGI entered into a $200.0 million
revolving credit and term loan facility ("AGI Revolving Credit and Term Loan
Facility") consisting of two term loans ("Term A" and "Term B") aggregating
$130.0 million and a revolving credit facility of $70.0 million. The interest on
borrowings under the AGI Revolving Credit and Term Loan Facility is at variable
rates based on the ratio of total cash flow to outstanding indebtedness (as
defined). Interest rates float with prime and the London Interbank Offered Rates
("LIBOR"), plus an applicable margin ranging from 1.625% to 3.625% over the
stated rates. As of December 31, 1999, the average interest rates on the term
loans and revolving credit facility were 9.61% and 9.18%, respectively, and
permitted borrowings under the undrawn revolving line were $42.5 million. AGI
also pays a commitment fee of 0.5% per annum on the unused amount of the
revolving credit line. The term loans have quarterly scheduled payments of $2.15
million in 2000. The revolving credit facility matures on December 31, 2004, and
the Term A and Term B loans mature on December 31, 2004 and June 30, 2006,
respectively. The AGI Revolving Credit and Term Loan Facility is secured by
virtually all the assets and a pledge of the stock of AGI.
Effective November 1, 1998, AGI entered into an interest rate floor and cap
transaction agreement ("AGI Interest Rate Collar") at no cost. The notional
amount of the AGI Interest Rate Collar is $75.0 million with a cap rate of 6.0%
and a floor rate of 5.585% over the three-month LIBOR index. The floating rate
is adjusted quarterly and was 6.205% at December 31, 1999. This facility has a
maturity date of November 1, 2001. The AGI Interest Rate Collar protects the
Company against a rise in the LIBOR base rate over 6% on $75.0 million of the
AGI Revolving Credit and Term Loan Facility.
The AGI Revolving Credit and Term Loan Facility allows for, among other things,
the distribution of payments by AGI to AGHI to service the semi-annual interest
due on the AGHI Senior Notes and the annual amounts due under the Camping World
Management Incentive Agreements. Such distributions are subject to AGI's
compliance with certain restrictive covenants, including, but not limited to, an
interest coverage ratio, fixed charge coverage ratio, minimum operating cash
flow, and limitations on capital expenditures and total indebtedness. For the
year ended December 31, 1999 AGI generated $17.4 million of Excess Cash Flow, as
defined. Under the terms of the AGI Revolving Credit and Term Loan Facility, AGI
will prepay in the first quarter of 2000, on a pro-rata basis, in inverse order
of maturity, the term loans equal to 65% of the Excess Cash Flow. The remaining
balance of Excess Cash Flow will be distributed to AGHI as a restricted junior
payment.
The AGHI indenture pursuant to which the AGHI Senior Notes were issued and the
AGI Revolving Credit and Term Loan Facility individually contain certain
restrictive covenants relating to, but not limited to, mergers, changes in the
nature of the business, acquisitions, additional indebtedness, sale of assets,
investments, payment of dividends, and minimum coverage ratios pertaining to
interest expense, fixed charges, levels of consolidated cash flow and cash flow
leverage ratio. Under the terms of the Senior Notes, AGHI, is permitted to make
dividend payments subject to certain limitations and minimum operating
covenants. As of December 31, 1999 AGHI exceeded such minimum operating
28
covenants and will make a dividend payment to AGHC in the first quarter of
2000 equal to $5.7 million. The Company was in compliance with all debt
covenants at December 31, 1999.
During 1999, payments under the terms of several phantom stock agreements
totaled $2.0 million. Additional phantom stock payments of $1.6 million are
scheduled to be made over the next twelve months.
Capital expenditures for 1999 totaled $12.0 million compared to capital
expenditures of $10.3 million in 1998. Capital expenditures are anticipated to
be approximately $11.5 million for 2000, primarily for Camping World supercenter
equipment and property improvements, continued enhancements to membership
marketing databases, computer hardware upgrades and replacements, and computer
software upgrades and enhancements.
During the fourth quarter of 1998, the Company's Board of Directors adopted a
plan to sell the stock of AB, subject to regulatory approval, to an affiliate of
the Company at its net book value, which in the opinion of management
approximates market value. As a result, the operations of AB are classified as a
discontinued operation in the accompanying financial statements. The Company
received regulatory approval to sell AB and subsequently closed the transaction
on September 30, 1999. In consideration for the stock of AB, AGTHC received
17,100 shares of Series A Preferred stock of the purchaser, ABH, valued at
$18,631,000. In the fourth quarter of 1999, AGTHC agreed to convert and exchange
the preferred stock for a Capital Note. The Capital Note principal balance was
equal to the preference amount of the preferred stock as of the conversion date
and accrues interest at the rate of 11% per annum until maturity on October 1,
2014. In addition, AGTHC, although required to be consolidated with the Company,
is recognized as an "unrestricted" or non-guarantying subsidiary under the terms
of the AGHI Senior Notes.
Management believes that funds generated by operations together with available
borrowings under its revolving credit line will be sufficient to satisfy the
Company's operating cash needs, debt obligations and capital requirements of its
existing operations during the next twelve months.
FACTORS AFFECTING FUTURE PERFORMANCE
Although increases in operating costs could adversely affect the Company's
operations, management does not believe that inflation has had a material effect
on operating profit during the past several years. However, fuel shortages and
substantial increases in propane and gasoline costs could have a significant
impact on the Company's travel-related membership services and publications
revenues. Historically such events have caused declines in advertisements but
have not significantly affected club membership enrollment. The Company is
unable to predict at what point fluctuating fuel prices may begin to adversely
impact revenues or cash flow. The Company believes it will be able to partially
offset any cost increases with price increases to its members and certain cost
reducing measures.
SEASONALITY
The Company's cash flow is highest in the second half of the year due to the
seasonal nature of the retail segment and membership renewals of the Coast to
Coast clubs in the fourth quarter.
YEAR 2000 DATE CONVERSION
The Company has redesigned and/or upgraded its information technology
infrastructure, software and services for use in the year 2000 and beyond. To
date, no significant issues have been experienced as
29
a result of year 2000 problems and the Company does not anticipate incurring
material incremental costs in future periods due to such issues. Although most
year 2000 problems should have become evident on January 1, 2000, additional
year 2000-related problems may become evident only after that date. For example,
some software programs may have difficulty resolving the so-called "century leap
year" algorithm which will also occur during the year 2000.
The Company incurred internal staff costs as well as consulting and other
expenses in preparing for the Year 2000. As of December 31, 1999, these costs
totaled $2.2 million for capital equipment, software purchases, and upgrade
expenses. Expenditures on Year 2000 issues in 1999 were $1.6 million. These
incurred costs did not have a material impact on the Company's business, results
of operations, financial condition or liquidity.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to market risks relating to fluctuations in interest
rates. The Company's objective of financial risk management is to minimize the
negative impact of interest rate fluctuations on the Company's earnings and cash
flows.
Interest rate risk is managed through the use of interest rate collar contracts.
These contracts are entered into with major financial institutions thereby
minimizing risk of credit loss. See Note 6 in the Notes to Consolidated
Financial Statements for a more complete description of the Company's interest
rate collars.
The following analysis presents the sensitivity to the earnings of the Company
if these changes occurred at December 31, 1999. The range of changes chosen for
this analysis reflects the Company's view of changes which are reasonably
possible over a one-year period. These forward-looking disclosures are selective
in nature and only address the potential impacts from financial instruments.
They do not include other potential effects which could impact the Company's
business as a result of these interest rate fluctuations.
INTEREST RATE SENSITIVITY ANALYSIS
At December 31, 1999, the Company had debt, excluding capital leases, totaling
$293.3 million and interest rate collar contracts with a notional value of $75.0
million. The interest rate collar contracts limit LIBOR fluctuations to interest
rate changes from 5.585% to 6.0%. As of December 31, 1999, the LIBOR rate on the
interest rate collar contract was 6.205%.
At December 31, 1999, the Company had $150.8 million of variable rate debt and
$142.5 million of fixed rate debt. Holding other variables constant (such as
debt levels), the earnings and cash flow impact of a one-percentage point
increase in interest rates would have an unfavorable impact of approximately
$0.8 million. The earnings and cash flow impact of a one-percentage point
decrease in interest rates would have a favorable impact of approximately $1.2
million, holding other variables constant.
CREDIT RISK
The Company is exposed to credit risk on accounts receivable. The Company
provides credit to customers in the ordinary course of business and performs
ongoing credit evaluations. Concentrations of credit risk with respect to trade
receivables are limited due to the number of customers comprising
30
the Company's customer base. The Company currently believes its allowance for
doubtful accounts is sufficient to cover customer credit risks.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
This filing contains statements that are "forward looking statements," and
includes, among other things, discussions of the Company's business strategy and
expectations concerning market position, future operations, margins,
profitability, liquidity and capital resources, as well as statements concerning
the integrations of acquired operations and the achievement of financial
benefits and operational efficiencies in connection with acquisitions. Forward
looking statements are included in "Business-- General," "Business-- Business
Strategy," "Business-- RV Industry," "Business-- Operations," "Business--
Competition," "Legal Proceedings," and in "Management's Discussion and Analysis
of Financial Condition and Results of Operations." Although the Company believes
that the expectations reflected in such forward looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Generally, these statements relate to business plans or
strategies, projected or anticipated benefits or other consequences of such
plans or strategies, number of acquisitions and projected or anticipated
benefits from acquisitions made by or to be made by the Company, or projections
involving anticipated revenues, expenses, earnings, levels of capital
expenditures or other aspects of operating results. All phases of the operations
of the Company are subject to a number of uncertainties, risks and other
influences, including consumer spending, fuel prices, general economic
conditions, regulatory changes and competition, many of which are outside the
control of the Company, any one of which, or a combination of which, could
materially affect the results of the Company's operations and whether the
forward looking statements made by the Company ultimately prove to be accurate.
31
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Reports of Independent Public Accountants 33
Consolidated Balance Sheets as of December 31, 1999 and 1998 35
Consolidated Statements of Operations for the years ended 36
December 31, 1999, 1998 and 1997
Consolidated Statements of Stockholder's Deficit for the years 37
ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended 38
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements 39
Schedule II - Valuation and Qualifying Accounts 53
All other financial statement schedules not listed have been omitted since the
required information is included in the consolidated financial statements, the
notes thereto, is not applicable, or not required.
32
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Board of Directors
Affinity Group Holding, Inc. and subsidiaries
We have audited the accompanying consolidated balance sheets of Affinity Group
Holding, Inc. [a Delaware corporation and a wholly-owned subsidiary of AGI
Holding Corp.] and subsidiaries for the years ended December 31, 1999 and 1998,
and the related consolidated statements of operations, stockholder's deficit,
and cash flows for the years then ended. These consolidated financial statements
and the schedule referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Affinity Group
Holding, Inc. and subsidiaries as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Valuation and Qualifying Accounts
data on page 53 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. This information has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Los Angeles, California
February 24, 2000
33
INDEPENDENT AUDITORS' REPORT
Board of Directors
Affinity Group Holding, Inc. and subsidiaries
We have audited the accompanying consolidated statements of operations,
stockholder's deficit, and cash flows of Affinity Group Holding, Inc. and
subsidiaries for the year ended December 31, 1997. Our audit also included the
financial statement schedule listed in the index at Item 8 for the year ended
December 31, 1997. These financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Affinity Group Holding, Inc. and subsidiaries for the year ended December 31,
1997 in conformity with generally accepted accounting principles. Also, in our
opinion, such 1997 financial statement schedule, when considered in relation to
the basic 1997 consolidated financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
March 5, 1998
Denver, Colorado
34
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998 (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
- -------------------------------------------------------------------------------------------------------
1999 1998
-------------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,211 $ 2,863
Accounts receivable, less allowance for doubtful accounts
of $947 in 1999 and $1,071 in 1998 20,938 24,248
Inventories 34,631 32,972
Prepaid expenses and other assets 9,282 8,939
-------------- ------------
Total current assets 69,062 69,022
PROPERTY AND EQUIPMENT 73,693 69,417
NOTES FROM AFFILIATES 22,443 3,100
INTANGIBLE ASSETS 188,745 196,917
DEFERRED TAX ASSET 7,861 7,842
OTHER ASSETS 5,137 3,255
NET LONG-TERM ASSETS OF DISCONTINUED OPERATIONS - 146,616
-------------- ------------
$ 366,941 $ 496,169
============== ============
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 19,185 $ 19,893
Accrued interest 4,936 4,995
Accrued income taxes 1,631 332
Accrued liabilities 23,638 22,750
Deferred revenues 56,846 53,395
Deferred tax liability 3,381 1,964
Current portion of long-term debt 8,885 7,804
Net current liabilities of discontinued operations - 129,596
-------------- ------------
Total current liabilities 118,502 240,729
DEFERRED REVENUES 33,764 35,276
LONG-TERM DEBT 284,673 297,663
OTHER LONG-TERM LIABILITIES 4,470 3,447
COMMITMENTS AND CONTINGENCIES - -
-------------- ------------
441,409 577,115
-------------- ------------
STOCKHOLDER'S DEFICIT:
Common stock, $.01 par value, 1,000 shares authorized,
100 shares issued and outstanding 1 1
Additional paid-in capital 12,021 12,021
Accumulated deficit (86,490) (92,968)
-------------- ------------
Total stockholder's deficit (74,468) (80,946)
-------------- ------------
$ 366,941 $ 496,169
============== ============
See notes to consolidated financial statements.
35
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------
1999 1998 1997
------------ ------------ ------------
REVENUES:
Membership services $ 120,410 $ 116,325 $114,175
Publications 61,554 60,354 53,891
Merchandise 199,861 182,367 132,953
------------ ------------ ------------
381,825 359,046 301,019
COSTS APPLICABLE TO REVENUES:
Membership services 73,283 71,460 62,607
Publications 40,915 42,703 36,554
Merchandise 130,983 121,320 90,378
------------ ------------ ------------
245,181 235,483 189,539
GROSS PROFIT 136,644 123,563 111,480
OPERATING EXPENSES:
Selling, general and administrative 80,326 72,737 57,435
Depreciation and amortization 16,216 14,868 13,859
------------ ------------ ------------
96,542 87,605 71,294
------------ ------------ ------------
INCOME FROM OPERATIONS 40,102 35,958 40,186
NON-OPERATING ITEMS:
Interest expense, net (28,543) (31,823) (27,825)
Other non-operating (expense) income, net (1,215) 2,501 232
------------ ------------ ------------
(29,758) (29,322) (27,593)
------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES, EXTRAORDINARY ITEM AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 10,344 6,636 12,593
INCOME TAX EXPENSE (5,641) (4,422) (7,114)
------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS 4,703 2,214 5,479
DISCONTINUED OPERATIONS:
Gain (loss) from discontinued operations, net of applicable
income tax expense of $624 in 1999 and income tax
benefits of $201 and $874 in 1998 and 1997, respectively 1,018 (1,935) (1,424)
Gain (loss) on disposal, net of applicable income tax expense
of $267 in 1999 and income tax benefits of $33 and $176
in 1998 and 1997, respectively 757 (54) (294)
------------ ------------ ------------
INCOME BEFORE EXTRAORDINARY ITEM AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 6,478 225 3,761
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, net of applicable current
income tax benefit of $3,147 and $147 in 1998 and 1997,
respectively - (5,135) (239)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR START-UP
COSTS, net of applicable current income tax benefit of
$77 in 1998 - (124) -
------------ ------------ ------------
NET INCOME (LOSS) $ 6,478 $ (5,034) $ 3,522
============ ============ ============
See notes to consolidated financial statements.
36
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
- ----------------------------------------------------------------------------------------------
Common Stock Additional
-------------------- Paid-in Accumulated
Shares Amount Capital Deficit Total
---------- -------- ----------- ------------- -----------
BALANCES AT JANUARY 1, 1997 100 $1 $12,021 ($91,456) ($79,434)
Net income 3,522 3,522
---------- -------- ----------- ------------- -----------
BALANCES AT DECEMBER 31, 1997 100 1 12,021 (87,934) (75,912)
Net loss (5,034) (5,034)
---------- -------- ----------- ------------- -----------
BALANCES AT DECEMBER 31, 1998 100 1 12,021 (92,968) (80,946)
Net income 6,478 6,478
---------- -------- ----------- ------------- -----------
BALANCES AT DECEMBER 31, 1999 100 $1 $12,021 ($86,490) ($74,468)
========== ======== =========== ============= ===========
See notes to consolidated financial statements.
37
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)
- --------------------------------------------------------------------------------------------------------------------
1999 1998 1997
------------- ------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $6,478 ($5,034) $3,522
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Deferred tax provision 1,398 153 2,000
Depreciation and amortization 16,216 14,868 13,859
Provision for losses on accounts receivable 653 1,053 90
Deferred compensation 3,050 (1,725) 2,300
(Gain) loss on disposal of property and equipment 1 (14) (6)
Extraordinary item - loss on early extinguishment of debt - 8,282 386
Loss on write-off of start-up costs - 201 -
Changes in operating assets and liabilities (net of
purchased businesses):
Accounts receivable 2,657 (357) (6,113)
Inventories (1,659) (2,689) 3,612
Prepaid expenses and other assets (2,225) 1,450 (2,609)
Accounts payable (708) 3,586 (11,950)
Accrued and other liabilities 265 (6,840) 3,468
Deferred revenues 1,939 9,614 4,643
Net assets and liabilities of discontinued operations (1,775) (4,686) (10,396)
------------- ------------ -----------
Net cash provided by operating activities 26,290 17,862 2,806
------------- ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (11,967) (10,303) (4,613)
Proceeds from sale of property and equipment 97 80 46
Net changes in intangible assets (451) (3,078) (10,805)
Loans receivable (712) - -
Purchase of Ehlert Publishing Group, Inc. - - (20,889)
Purchase of Camping World, Inc., net of cash acquired - - (97,418)
Purchase of AGI Real Estate Holding, Inc., net of cash acquired - (9,247) -
------------- ------------ -----------
Net cash used in investing activities (13,033) (22,548) (133,679)
------------- ------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption premium on prepayment of long-term debt - (5,176) -
Borrowings on long-term debt 86,334 241,123 205,580
Principal payments of long-term debt (98,243) (232,424) (70,682)
------------- ------------ -----------
Net cash provided by (used in) financing activities (11,909) 3,523 134,898
------------- ------------ -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,348 (1,163) 4,025
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,863 4,026 1
------------- ------------ -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 4,211 $ 2,863 $ 4,026
============= ============ ===========
See notes to consolidated financial statements.
38
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of Affinity Group Holding, Inc. ("AGHI"), its
wholly-owned subsidiary, Affinity Group, Inc. ("AGI"), and AGI's
subsidiaries (collectively the Company). AGHI was formed in November
1996 and all of the stock of AGI was contributed to AGHI from its
parent, AGI Holding Corp. ("AGHC"), formerly Affinity Group Holding,
Inc., upon formation. All significant intercompany transactions and
balances have been eliminated.
DESCRIPTION OF THE BUSINESS - The Company is a membership based direct
marketing company which sells club memberships, products, services,
and publications to selected affinity groups primarily in North
America. The Company markets club memberships, merchandise and
services to RV owners, and camping and golf enthusiasts. The Company
also publishes magazines, directories and books.
USE OF ESTIMATES - The preparation of the Company's consolidated
financial statements in conformity with generally accepted accounting
principles requires the Company's management to make estimates and
assumptions that affect the amounts reported in these financial
statements and accompanying notes. Actual results could differ from
those estimates.
CASH AND CASH EQUIVALENTS - The Company considers all short-term,
highly liquid investments purchased with a maturity date of three
months or less to be cash equivalents. The carrying amount
approximates fair value because of the short maturity of these
instruments.
CONCENTRATION OF CREDIT RISK - The Company is potentially subject to
concentrations of credit risk in accounts receivable. Concentrations
of credit risk with respect to accounts receivable is limited due to
the large number of customers and their geographical dispersion.
INVENTORIES - Inventories are stated at lower of cost or market. Cost
is determined by the last-in, first-out ("LIFO") method for
approximately 89.4% and 91.5% of the Company's inventories at December
31, 1999 and 1998, respectively, and the first-in, first-out ("FIFO")
method for all other inventories. The FIFO and LIFO values approximate
the current market cost. Inventories consist of retail travel and
leisure specialty merchandise.
PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost.
Depreciation of property and equipment is provided using the
straight-line method over the following estimated useful lives of the
assets:
Years
-----
Buildings and improvements 3-38
Furniture and equipment 3-12
Software 3-5
39
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Leasehold improvements, included in buildings and improvements, are
amortized over the lives of the respective leases.
INTANGIBLE ASSETS - Intangible assets are amortized over the following
lives:
Years
-----
Goodwill 40
Membership and customer lists 3-10
Resort and golf course agreements 4
Noncompete and deferred consulting agreements 3-15
Deferred financing costs are amortized over the lives of the
related debt agreements.
LONG-TERM DEBT - The fair value of the Company's long-term debt is
estimated based on the quoted market prices for the same or similar
issues or on the current rates offered for debt of the same or similar
remaining maturities. The fair value of the Company's long-term debt
was $288.4 million as of December 31, 1999.
REVENUE RECOGNITION - Merchandise revenue is recognized when products
are sold in the retail stores, shipped via mail order or when services
are provided to customers. Membership and Emergency Road Service
("ERS") revenues are deferred and recognized over the life of the
membership. Advances on third party credit card fee revenues are
deferred and recognized based on increases in credit card receivables
held by third parties. Good Sam Club lifetime membership revenues and
expenses are deferred and recognized over 18 years which is the
actuarially determined fulfillment period. Promotional expenses,
consisting primarily of direct mail advertising, are deferred and
expensed over the period of expected future benefit. Renewal expenses
are expensed at the time related materials are mailed. ERS claim
expenses are recognized when incurred.
PUBLICATIONS REVENUE AND EXPENSE - Newsstand sales of publications and
related expenses are recorded at the time of delivery, net of
estimated provision for returns. Subscription sales of publications
are reflected in income over the lives of the subscriptions. The
related selling expenses are expensed as incurred. Advertising
revenues and related expenses are recorded at the time of delivery.
Subscription and newsstand revenues and expenses related to annual
publications are deferred until the publications are distributed.
START-UP ACTIVITY COSTS - In April 1998, the American Institute of
Certified Public Accountants ("AICPA") issued Statement of Position
No. 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP
98-5"), which requires that costs of start-up activities be expensed
as incurred. The Company implemented SOP 98-5 effective December 31,
1998, and recorded a charge of $124,000, which was net of a $77,000
income tax benefit, to reflect the cumulative effect of this change
in accounting principle.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - In June 1998, the
Financial Accounting Standards Board issued Statement of Financial
Accounting Standards 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and
reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, (collectively
referred to as derivatives) and for hedging activities. The Company
currently has no items related to SFAS 133 other than the income/loss
related to the
40
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
interest floor and cap transaction agreement discussed in Note 6. This
SFAS will be implemented January 1, 2001. The adoption by the Company
of SFAS 133 is not expected to have a material effect on its results
of operations or on its financial position.
2. ACQUISITIONS
On April 2, 1997, the Company acquired the common stock of Camping
World, Inc. ("CWI") for $108.0 million in cash, including $19.0
million for non-competition and consulting agreements with certain
Camping World executives. On March 6, 1997, AGI acquired the stock of
Ehlert Publishing Group, Inc. ("EPG") for $22.4 million. The operating
results of CWI and EPG have been included in the Company's
consolidated results of operations from the dates of their respective
acquisition. These acquisitions have been accounted for using the
purchase method of accounting and, accordingly, the assets and
liabilities of these companies have been recorded at their estimated
fair value at the date of their respective acquisitions. In connection
with these acquisitions, the Company has recorded goodwill of
approximately $67,567,000.
The following unaudited pro forma results of operations for the year
ended December 31, 1997 assumes the acquisition of CWI and EPG
occurred as of January 1, 1997. The summary pro forma results are
based on assumptions and are not necessarily indicative of the actual
results which would have occurred had these acquisitions occurred on
January 1, 1997, or of the future results of operations of the Company
(in thousands).
1997
----------------
Revenue $343,492
Income from continuing operations 2,047
Net income (loss) 1,514
3. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31 (in
thousands):
1999 1998
----------- -----------
Land $ 18,762 $ 18,289
Building and improvements 43,042 38,319
Furniture and equipment 24,266 18,151
Software 8,220 6,595
Systems development in progress 555 2,623
----------- -----------
94,845 83,977
Less: accumulated depreciation (21,152) (14,560)
----------- -----------
$ 73,693 $ 69,417
=========== ===========
41
4. INTANGIBLE ASSETS
Intangible assets consisted of the following at December 31 (in
thousands):
1999 1998
----------- -----------
Goodwill $ 184,511 $ 184,511
Membership and customer lists 3,947 3,947
Resort and golf course participation agreements 13,642 13,744
Noncompete and deferred consulting agreements 28,015 28,015
Deferred financing costs 15,718 15,350
----------- -----------
245,833 245,567
Less: accumulated amortization (57,088) (48,650)
----------- -----------
$ 188,745 $ 196,917
=========== ===========
5. ACCRUED LIABILITIES
Accrued liabilities consisted of the following at December 31 (in
thousands):
1999 1998
----------- -----------
Compensation and benefits $ 8,506 $ 8,611
Other accruals 15,132 14,139
----------- -----------
$ 23,638 $ 22,750
=========== ===========
6. LONG-TERM DEBT
The following reflects outstanding long-term debt as of December 31
(in thousands):
1999 1998
------------ -----------
AGHI Senior Notes $ 130,000 $ 130,000
Camping World management incentive obligation 10,000 10,000
AGI Senior Credit Term Loan Facility:
Term A 64,000 70,000
Term B 59,400 60,000
Revolving credit line 27,384 31,475
Other long-term obligations 2,774 3,992
------------ -----------
293,558 305,467
Less: current portion (8,885) (7,804)
------------ -----------
$ 284,673 $ 297,663
============ ===========
On April 2, 1997, AGHI issued a total of $130.0 million of senior
notes ("AGHI Senior Notes"). The notes bear interest at the rate of
11% per annum with interest payable semi-annually each April 1 and
October 1, and mature on April 1, 2007. The AGHI Senior Notes are
redeemable, in whole or in part, at the option of the Company any time
on or after April 1, 2002, starting at a redemption price of 105.5% of
the principal amount plus accrued interest to the redemption date.
These notes are general unsecured obligations of AGHI and rank pari
passu with all existing indebtedness of AGHI and senior in right of
payment to all existing and future subordinated indebtedness of the
Company.
42
6. LONG-TERM DEBT (continued)
On April 2, 1997, AGHI entered into management incentive agreements
("Camping World Management Incentive Agreements") with certain Camping
World executives pursuant to which up to an additional $15.0 million
will be paid subject to Camping World achieving certain operating
goals. Such contingent amounts will be payable in $1.0 million annual
installments on the first four anniversaries of the closing and $11.0
million on the fifth anniversary of the closing. This obligation was
recorded at the present value of $10.0 million and accrues interest at
the rate of 10% per annum on the unpaid balance.
On November 13, 1998, AGI entered into a $200.0 million revolving
credit and term loan facility ("AGI Revolving Credit and Term Loan
Facility") consisting of two term loans ("Term A" and "Term B")
aggregating $130.0 million and a revolving credit facility of $70.0
million. The interest on borrowings under the AGI Revolving Credit
and Term Loan Facility is at variable rates based on the ratio of
total cash flow to outstanding indebtedness (as defined). Interest
rates float with prime and the London Interbank Offered Rates
("LIBOR"), plus an applicable margin ranging from 1.625% to 3.625%
over the stated rates. As of December 31, 1999, the average interest
rates on the term loans and revolving credit facility were 9.61% and
9.18%, respectively, and permitted borrowings under the undrawn
revolving line were $42.5 million. AGI also pays a commitment fee of
0.5% per annum on the unused amount of the revolving credit line.
The term loans have quarterly scheduled payments of $2.15 million
in 2000. The revolving credit facility matures on December 31, 2004,
and the Term A and Term B loans mature on December 31, 2004 and
June 30, 2006, respectively. The funds available under the AGI
Revolving Credit line may be utilized for borrowings or letters of
credit; however, a maximum of $5.0 million may be allocated to such
letters of credit. As of December 31, 1999, the Company had letters of
credit in the amount of $79,718 outstanding. The funds were used to
redeem the $120.0 million, 11.5%, AGI Senior Subordinated Notes issued
in 1993 at 104.313% of par, retire the AGI Senior Credit Facility
established April 2, 1997 and to fund the acquisition of AGI Real
Estate Holding, Inc., the Company's corporate facilities in Ventura,
California. The AGI Revolving Credit and Term Loan Facility is secured
by a security interest in virtually all the assets of AGI and its
subsidiaries and a pledge of the stock of AGI and its subsidiaries.
Effective November 1, 1998, AGI entered into an interest rate floor
and cap transaction agreement ("AGI Interest Rate Collar") at no cost.
The notional amount of the AGI Interest Rate Collar is $75.0 million
with a cap rate of 6.0% and a floor rate of 5.585% over the
three-month LIBOR index. The floating rate is adjusted quarterly and
was 6.205% at December 31, 1999. This facility has a maturity date of
November 1, 2001. The AGI Interest Rate Collar protects the Company
against a rise in the LIBOR base rate over 6% on $75.0 million of the
AGI Revolving Credit and Term Loan Facility.
The AGI Revolving Credit and Term Loan Facility allows for, among
other things, the distribution of payments by AGI to AGHI to service
the semi-annual interest due on the AGHI Senior Notes and the annual
amounts due under the Camping World Management Incentive Agreements.
Such distributions are subject to AGI's compliance with certain
restrictive covenants, including, but not limited to, an interest
coverage ratio, fixed charge coverage ratio, minimum operating cash
flow, and limitations on capital expenditures and total indebtedness.
For the year ended December 31, 1999 AGI generated $17.4 million of
Excess Cash Flow, as defined. Under the
43
6. LONG-TERM DEBT (continued)
terms of the AGI Revolving Credit and Term Loan Facility AGI will
prepay in the first quarter of 2000, on a pro-rata basis, in inverse
order of maturity, the term loans equal to 65% of the Excess Cash
Flow. The remaining balance of Excess Cash Flow will be distributed to
AGHI as a restricted junior payment.
The AGHI indenture, pursuant to which the AGHI Senior Notes were
issued, and the AGI Revolving Credit and Term Loan Facility
individually contain certain restrictive covenants relating to, but
not limited to, mergers, changes in the nature of the business,
acquisitions, additional indebtedness, sale of assets, investments,
payment of dividends, and minimum coverage ratios pertaining to
interest expense, fixed charges, levels of consolidated cash flow and
cash flow leverage ratio. Under the terms of the Senior Notes, AGHI is
permitted to make dividend payments subject to certain limitations and
minimum operating covenants. As of December 31, 1999 AGHI exceeded
such minimum operating covenants and will make a dividend payment to
AGHC in the first quarter of 2000 equal to $5.7 million. The Company
was in compliance with all debt covenants at December 31, 1999.
The aggregate future maturities of long-term debt at December 31, 1999
are as follows (in thousands):
2000 $ 8,885
2001 10,928
2002 23,702
2003 15,642
2004 48,001
Thereafter 186,400
----------
Total $ 293,558
==========
7. INCOME TAXES
The components of the Company's income tax expense from continuing
operations for the year ended December 31, consisted of
(in thousands):
1999 1998 1997
---------------------------------
Current:
Federal $ 7,075 $ 6,233 $ 2,931
State 938 675 360
Deferred (2,372) (2,486) 3,823
---------------------------------
Income tax expense $ 5,641 $ 4,422 $ 7,114
=================================
44
7. INCOME TAXES (continued)
A reconciliation of income tax expense from continuing operations to
the federal statutory rate for the year ended December 31, is as
follows (in thousands):
1999 1998 1997
--------------------------------
Income taxes computed at federal statutory rate $ 3,620 $ 2,353 $ 4,408
State income taxes - net of federal benefit 310 202 561
Permanent difference -
Amortization of goodwill 1,529 1,529 1,959
Other 182 338 186
--------------------------------
Income tax expense $ 5,641 $ 4,422 $ 7,114
================================
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes and operating loss and tax credit carryforwards. Significant
items comprising the net deferred tax asset at December 31 are (in
thousands):
1999 1998
----------------------
DEFERRED TAX LIABILITIES:
Accelerated depreciation $(1,297) $(1,317)
Prepaid expenses (2,994) (2,782)
Directory revenue (35) (218)
Intangible assets (1,198) (1,067)
Basis difference on building and land acquired (7,612) (7,395)
Other (571) (388)
----------------------
(13,707) (13,167)
DEFERRED TAX ASSETS:
Intangible assets 1,034 596
Deferred revenues 12,095 12,445
Accrual for employee benefits and severance 1,482 1,109
Accrual for deferred phantom stock compensation 1,769 1,351
Net operating loss carryforward - 3,473
Tax credits 1,832 1,822
Claims reserves 1,209 718
Accounts receivable reserve 251 351
Building lease abandonment reserve 152 164
Sales returns 45 62
Reserve for resort cards 1,878 1,608
Unicap adjustment 329 305
Deferred compensation 1,210 -
Other reserves 64 204
----------------------
23,350 24,208
Valuation allowance (5,163) (5,163)
----------------------
Net deferred tax asset $ 4,480 $ 5,878
======================
45
7. INCOME TAXES (continued)
The Company and its subsidiaries are parties to a tax-sharing
agreement with the Company's parent; however, taxes are determined on
a separate company basis. As part of this tax-sharing agreement, AGHC
is compensated for its usable share of separate company federal tax
losses. As such, accrued income taxes on the balance sheet are due to
AGHC. At December 31, 1999, the Company has alternative minimum tax
credit (AMT) carryforwards remaining of approximately $1.6 million and
general business credit carryforwards attributable to a subsidiary of
approximately $247,000.
8. COMMITMENTS AND CONTINGENCIES
LEASES - The Company holds certain property and equipment under rental
agreements and operating leases which have varying expiration dates.
Future minimum annual fixed rentals under operating leases having an
original term of more than one year as of December 31, 1999 are as
follows (in thousands):
2000 $ 6,497
2001 6,137
2002 5,444
2003 5,260
2004 5,114
Thereafter 18,562
-----------
Total $ 47,014
===========
During 1999, 1998, and 1997, respectively, approximately $6,819,000,
$7,737,000, and $6,614,000 of rent expense was charged to costs and
expenses.
LITIGATION - From time to time, the Company is involved in litigation
arising in the normal course of business operations.
On January 28, 1998, Travel America, Inc., First Nationwide Resort
Management, Inc., Revcon Motorcoach, Inc., Adventure Resorts of
America, Inc., Thousand Adventures, Inc., and other related entities
filed a complaint in the Superior Court of California in Orange
County, California, against Camp Coast to Coast, Inc., Affinity Group,
Inc., certain employees and former employees of Camp Coast to Coast,
Inc. and Affinity Group, Inc. and certain membership campground
resorts within the Coast to Coast system. The complaint relates to the
termination by the plaintiffs of their affiliation contracts with Camp
Coast to Coast, Inc. The suit alleges causes of action for breach of
contract, unfair competition, interference with contracts,
interference with prospective economic advantage, misappropriation of
trade secrets, fraud, defamation, accounting, conspiracy and
injunctive relief. The suit seeks compensatory damages, injunctive
relief, general and special damages, punitive damages and an
accounting. The Company and all other defendants believe the complaint
to be without merit and intend to vigorously defend the action and
assert all available rights and seek all appropriate remedies. The
case is currently scheduled for trial during the second quarter of
2000. The Company and all other defendants believe that such
litigation will not have a material adverse effect on its results of
operations or on its financial position.
EMPLOYMENT AGREEMENTS - The Company has employment agreements with
certain officers. The agreements include, among other things, one
year's severance pay beyond the termination date.
46
9. RELATED-PARTY TRANSACTIONS
Effective June 1995, the Company entered into a lease agreement for
its corporate facilities in Ventura, California (the Lease Agreement)
with AGI Real Estate Holding, Inc. ("AGIRE"). On November 13, 1998,
AGI purchased AGIRE for $9,247,000 in cash plus assumption of debt in
the amount of $2,413,000 which approximated the fair market value. The
previous owners of AGIRE are minority shareholders of AGHC and are
also related to the Company's Chairman.
In January 1997, the Company funded a $1.0 million loan to its
President. The loan was paid in full in 1999. In addition, in
September 1997, the Company paid a $0.5 million finders fee to a
company owned by the President of the Company.
Certain directors of the Company are partners in partnerships that
lease facilities to the Company under long-term leases. For year ended
December 31, 1999, payments under these leases were approximately $2.6
million. Future commitments under these leases total approximately
$21.4 million. The leases expire at various dates from December 2000
through September 2011, subject to the right of the Company to
exercise renewal options.
The Company has two notes receivable from affiliates (See Note 15).
During 1999, the Chairman acquired a 46.9% shareholder interest in the
parent company of National Alliance Insurance Company ("NAIC"). NAIC
is a regulated property and casualty insurance company domiciled in
the state of Missouri with active licenses in 39 other states. Its
principal book of business is derived by marketing insurance products
to the Camping World President's Club members. Under the terms of an
exclusive marketing agreement entered into December 31, 1998, the
Company earns a marketing fee based upon NAIC annual written
premiums. The agreement runs through December 31, 2018 or may be
terminated sooner by either party after June 30, 2007 with a minimum
of 18 months notice. In 1999 and 1998 marketing fees earned totaled
$2.6 million and $2.5 million, respectively. Further, an additional
director of AGHI also serves as director of NAIC and its parent.
10. STATEMENTS OF CASH FLOWS
Supplemental disclosures of cash flow information for December 31 (in
thousands) :
1999 1998 1997
---------- ---------- ----------
Cash paid during the year for:
Interest $ 29,485 $ 34,794 $ 23,657
Income taxes 4,011 5,128 813
47
10. STATEMENTS OF CASH FLOWS (continued)
The Company entered into the following non-cash investing
transactions:
1999:
The Company received proceeds of 17,100 shares of Series A
preferred stock valued at $18,631,000 on the sale of
Affinity Bank.
1998:
The Company assumed $2,413,000 of liabilities in the
acquisition of AGIRE. Further, the Company received a note
receivable of $3,100,000 in the sale of Affinity Insurance
Group, Inc.
1997:
The Company assumed $52,057,000 and $5,531,000 of
liabilities in the acquisitions of CWI and EPG,
respectively.
11. BENEFIT PLAN
The Company has a 401(k) deferred savings and profit sharing plan.
Employees must have attained age 21 and completed 1 year of service
with a minimum of 1,000 hours to participate in the plan. Employees
may contribute up to 15% of their salaries, and the Company matches
these employee contributions at the rate of 75%, up to 6% of the
employee's salary. Vesting of the Company's contribution occurs
ratably over 5 years at which time the participants are 100% vested.
Contributions are limited to the maximum amount deductible for federal
income tax purposes during the year. The Company's contributions to
the plan totaled approximately $1,273,000, $1,204,000, and $953,000
for 1999, 1998, and 1997, respectively.
12. DEFERRED PHANTOM STOCK COMPENSATION
The Company has deferred compensation agreements with certain
officers. The agreements provide for payment to the officers upon
their termination, death, disability, or sale of the Company. Deferred
compensation is included in other long-term liabilities as if fully
vested. Deferred compensation to be paid in 2000 has been classified
in current liabilities. This deferred compensation is subject to
vesting under the terms of the individual agreements. Vesting periods
range from 20% per year over a five year period to immediate vesting
upon entering an agreement.
13. SEGMENT INFORMATION
The Company's three principal lines of business are Membership
Services, Publications, and Retail. The Membership Services segment
operates the Good Sam Club, Coast to Coast Club, and Camping World's
President's Club for RV owners, campers and outdoor vacationers, and
the Golf Card Club for golf enthusiasts. These membership clubs form a
receptive audience to which the Company markets its products and
services. The Publications segment publishes a variety of publications
for selected markets in the recreation and leisure industry, including
general circulation periodicals, club magazines, directories and RV
industry trade magazines. The Retail segment sells specialty retail
merchandise and services for RV owners primarily through retail
supercenters and mail order catalogs. The Company evaluates
performance based on profit or loss from operations before income
taxes.
48
13. SEGMENT INFORMATION (continued)
The reportable segments are strategic business units that offer
different products and services. They are managed separately because
each business requires different technology, management expertise and
marketing strategies. Most of the businesses were acquired as a unit,
and the management at the time of acquisition was retained.
The Company does not allocate income taxes or unusual items to
segments. Financial information by reportable business segment is
summarized as follows (in thousands):
Membership
Services Publications Retail Consolidated
----------------------------------------------------
YEAR ENDED DECEMBER 31, 1999
Revenues from external customers $ 120,410 $ 61,554 $ 199,861 $ 381,825
Interest income 3 7 39 49
Interest expense - 2,790 12,805 15,595
Depreciation and amortization 4,585 1,190 6,625 12,400
Segment profit (loss) 31,436 12,931 (947) 43,420
Segment assets 80,137 72,819 154,046 307,002
Expenditures for segement assets 1,784 331 8,851 10,966
Membership
Services Publications Retail Consolidated
----------------------------------------------------
YEAR ENDED DECEMBER 31, 1998
Revenues from external customers $ 116,325 $ 60,354 $ 182,367 $ 359,046
Interest income - 25 374 399
Interest expense - 2,932 12,426 15,358
Depreciation and amortization 4,085 1,233 5,975 11,293
Segment profit (loss) 35,768 10,125 (730) 45,163
Segment assets 83,049 74,066 150,938 308,053
Expenditures for segement assets 1,927 417 6,929 9,273
Membership
Services Publications Retail Consolidated
----------------------------------------------------
YEAR ENDED DECEMBER 31, 1997
Revenues from external customers $ 114,175 $ 53,891 $ 132,953 $ 301,019
Interest income 31 31 74 136
Interest expense - 2,686 7,693 10,379
Depreciation and amortization 5,372 2,000 4,259 11,631
Segment profit (loss) 38,648 9,908 (1,205) 47,351
Segment assets 82,444 75,172 147,832 305,448
Expenditures for segement assets 1,093 290 2,126 3,509
49
13. SEGMENT INFORMATION (continued)
The following is a summary of the reconciliations of reportable
segments to the Company's consolidated financial statements for the
years ended December 31, 1999, 1998 and 1997 (in thousands):
1999 1998 1997
------------- ------------- -------------
INTEREST INCOME
Total interest income for reportable segments $ 49 $ 399 136
Other non-allocated interest income 835 196 338
------------- ------------- -------------
Total interest income $ 884 $ 595 $ 474
============= ============= =============
INTEREST EXPENSE
Total interest expense for reportable segments $ 15,595 $ 15,358 $ 10,379
Elimination of intersegment interest expense (15,589) (15,285) (10,318)
Other non-allocated interest expense 29,421 32,345 28,238
------------- ------------- -------------
Total interest expense $ 29,427 $ 32,418 $ 28,299
============= ============= =============
DEPRECIATION AND AMORTIZATION
Total depreciation and amortization for reportable segments $ 12,400 $ 11,293 $ 11,631
Unallocated depreciation and amortization expense 3,816 3,575 2,228
------------- ------------- -------------
Total consolidated depreciation and amortization $ 16,216 $ 14,868 $ 13,859
============= ============= =============
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 1999 1998 1997
------------- ------------- -------------
Total profit for reportable segments $ 43,420 $ 45,163 $ 47,351
Unallocated depreciation and amortization expense (3,816) (3,575) (2,228)
Unallocated G & A expense (16,263) (18,088) (14,948)
Unallocated interest expense, net (28,586) (32,149) (27,900)
Elimination of intersegment interest expense 15,589 15,285 10,318
------------- ------------- -------------
Income From Continuing Operations Before Income Taxes,
Extraordinary Item and Cumulative Effect of Accounting
Change $ 10,344 $ 6,636 $ 12,593
============= ============= =============
ASSETS
Total assets for reportable segments $ 307,002 $308,053 $305,448
Capitalized finance costs not allocated to segments 8,067 8,764 10,072
Corporate unallocated assets 51,872 32,736 25,074
Net long-term assets of discontinued operations - 146,616 47,671
------------- ------------- -------------
Consolidated total $ 366,941 $496,169 $388,265
============= ============= =============
CAPITAL EXPENDITURES
Total expenditures for assets for reportable segments $ 10,966 $ 9,273 $ 3,509
Other asset expenditures 1,001 1,030 1,104
------------- ------------- -------------
Total capital expenditures $ 11,967 $10,303 $ 4,613
============= ============= =============
MAJOR CUSTOMERS- Included in revenues in 1999, 1998 and 1997 are $18.2
million, $14.0 million, and $20.7 million, respectively, received
under contracts from one customer of the Company. These revenues have
been reported in the Membership Services segment.
50
14. SELECTED UNAUDITED QUARTERLY INFORMATION
The following is a summary of selected quarterly information for the
years ended December 31, 1999 and 1998 (in thousands):
March 31, June 30, September 30, December 31,
1999 1999 1999 1999
------------------------------------------------------
Total revenue $84,716 $ 102,058 $ 99,888 $ 95,163
Gross profit 28,725 36,833 33,804 37,282
Income (loss) from continuing operations (408) 2,030 706 2,375
Net income (loss) (486) 2,711 1,557 2,696
March 31, June 30, September 30, December 31,
1998 1998 1998 1998
------------------------------------------------------
Total revenue $77,923 $ 98,177 $ 94,503 $ 88,443
Gross profit 26,013 34,475 31,281 31,794
Income (loss) from continuing operations (1,445) 2,089 679 891
Net income (loss) (1,838) 1,791 343 (5,330)
15. DISCONTINUED OPERATIONS
During the fourth quarter of 1996, the Company adopted a plan to
dispose of the assets related to the National Association for Female
Executives, Inc. ("NAFE"). On July 31, 1997, the Company entered into
a definitive agreement to sell the assets of NAFE for $200,000, plus
assumption by the buyer of the deferred membership liability. In 1997,
the Company incurred an additional loss of $294,000 net of related
income taxes of $176,000 to complete the sale.
During the fourth quarter of 1998, the Company's Board of Directors
adopted a plan to sell the stock of AB, subject to regulatory
approval, to an affiliate of the Company at its net book value, which
in the opinion of management approximates market value. As a result,
the operations of AB are classified as a discontinued operation in the
accompanying financial statements. The Company received regulatory
approval to sell AB and subsequently closed the transaction on
September 30, 1999. In consideration for the stock of AB, Affinity
Group Thrift Holding Corporation ("AGTHC") received 17,100 shares of
Series A Preferred stock of the purchaser, ABH, valued at $18,631,000.
In the fourth quarter of 1999, AGTHC agreed to convert and exchange
the preferred stock for a Capital Note. The Capital Note principal
balance was equal to the preference amount of the preferred stock as
of the conversion date and accrues interest at the rate of 11% per
annum until maturity on October 1, 2014. In addition, AGTHC, although
required to be consolidated with the Company, is recognized as an
"unrestricted" or non-guarantying subsidiary under the terms of the
AGHI Senior Notes.
On December 31, 1998, the Company sold Affinity Insurance Group, Inc.
to Adams Insurance Holding LLC, a Minnesota limited liability company
wholly-owned by Stephen Adams, the Company's Chairman, in exchange for
a promissory note in the amount of $3.1 million, which approximated
the fair market value. This note accrues interest at a per annum rate
equal to the interest rate on the senior secured borrowings of AGI.
The results of operations of NAFE, AINS and AB have been classified as
discontinued operations in the accompanying financial statements.
51
15. DISCONTINUED OPERATIONS (continued)
Information relating to the operations of NAFE, AINS and AB for the
years ended December 31, 1998 and 1997 are as follows (in thousands):
1998 1997
----------- -----------
Revenues $ 11,989 $ 3,664
Costs applicable to revenues 13,903 5,810
----------- -----------
Gross profit (loss) (1,914) (2,146)
Operating expenses 222 152
----------- -----------
Loss from operations (2,136) (2,298)
Income tax benefit 201 874
Loss on disposal, net of taxes (54) (294)
=========== ===========
Loss from discontinued operations $ (1,989) $(1,718)
=========== ===========
The assets and liabilities of AINS and AB are included in the
accompanying consolidated balance sheet as of December 31, 1998 as
follows (in thousands):
1998
-----------
Current assets:
Cash $ 23,027
Investments 1,992
Prepaid expenses and other assets 255
-----------
Total current assets 25,274
Current liabilities:
Accrued liabilities 707
Customer deposits 154,163
-----------
Total current liabilities 154,870
-----------
Net current liabilities $(129,596)
===========
Long-term assets:
Property and equipment $ 2,420
Loans receivable 143,443
Intangible assets (74)
Other assets 827
-----------
Net long-term assets $146,616
===========
52
AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
Additions
Balance at Charged to Balance at
Beginning Costs and End
of Period Expenses Deductions of Period
--------- ---------- ---------- ----------
Description:
Year ended December 31, 1999:
Allowance for doubtful accounts receivable $ 1,071 $ 653 $ 777 (a) $ 947
Year ended December 31, 1998:
Allowance for doubtful accounts receivable $ 731 $ 1,053 $ 713 (a) $ 1,071
Year ended December 31, 1997:
Allowance for doubtful accounts receivable $ 1,081 $ 90 $ 440 (a) $ 731
(a) Accounts determined to be uncollectable and charged against allowance
account, net of collection on accounts previously charged against
allowance account.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
53
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS FOR THE REGISTRANT
The executive officers and directors of the Company are as follows:
NAME AGE POSITION
- ---- --- --------
Stephen Adams...................... 62 Chairman of the Board of the Company and AGI
Joe McAdams........................ 56 President, Chief Executive Officer of the Company and AGI, and Director
Wayne Boysen....................... 69 Director
David Frith-Smith.................. 54 Director
Michael Schneider.................. 45 Chief Operating Officer of AGI
Mark J. Boggess.................... 44 Vice President and Chief Financial Officer of the Company and Senior Vice
President and Chief Financial Officer of AGI
David Block........................ 51 Senior Vice President of AGI
Michael Blumer..................... 54 Senior Vice President of AGI
Murray S. Coker.................... 59 Senior Vice President of AGI
Thomas A. Donnelly................. 43 President of Camping World, Inc. and Director
John Ehlert........................ 54 Director
David B. Garvin.................... 56 Director
George Parker...................... 60 Director
Stephen Adams has been Chairman of the Company since December, 1988. Since the
1970's, Mr. Adams has served as Chairman of privately-owned banking, bottling,
publishing, outdoor advertising, television and radio companies in which he
holds a controlling ownership interest. Mr. Adams is also Chairman and the
controlling shareholder of Adams Outdoor Advertising, Inc., the managing general
partner of Adams Outdoor Advertising Limited Partnership. Further, Mr. Adams
holds a 46.9% ownership interest in National Alliance Insurance Company.
Joe McAdams has been President and Chief Executive Officer of the Company since
July 1991. Prior thereto and since December of 1988, Mr. McAdams was President
of Adams Publishing Corporation, a newspaper and magazine publishing company
controlled by Mr. Adams. From October 1987 through November 1988, Mr. McAdams
was President and Publisher of Southern California Publishing Co. Prior to
October 1987 and since 1961, Mr. McAdams has held various management positions
with publishing and direct marketing companies, including Senior Vice President
and Chief Operating Officer of ADVO Systems, Inc. from August 1981 to April
1983.
Wayne Boysen was Senior Vice President of the Company since June 1991 until his
retirement on January 1, 1996 and has supervised the staff of the risk
management divisions of businesses owned by Stephen Adams, including the
Company, since July 1988. In addition, since their acquisition by the Company in
1995, Mr. Boysen has served as Chairman of AB and Chairman of AINS until it was
sold in December 1998. From 1966 through July 1988, Mr. Boysen owned or managed
insurance agencies and provided consulting services to property and casualty
insurance agencies. Mr. Boysen has been a director of the Company since 1993.
54
David Frith-Smith has served as managing partner of Biller, Frith-Smith &
Archibald, Certified Public Accountants since 1988. Mr. Frith-Smith was a
principal in Maidy and Lederman, Certified Public Accountants from 1980 to 1984,
and with Maidy Biller Frith-Smith & Brenner, Certified Public Accountants from
1984 to 1988. Mr. Frith-Smith has been a director of the Company since November
1996. Mr. Frith-Smith is a director of Adams Outdoor Advertising Inc., the
managing general partner of Adams Outdoor Advertising Limited Partnership which
is controlled by Stephen Adams, and various private and non-profit corporations.
Michael Schneider has been Chief Operating Officer of AGI since 1996. Prior
thereto, Mr. Schneider served as Senior Vice President and General Counsel of
the Company since January 1993 and was responsible for administrative areas,
development of new corporate ventures and portions of the RV publication
business and the advertising and sales departments. Prior to January 1993 and
since 1977, Mr. Schneider has held a variety of senior management positions in
the AGI's publication business.
Mark J. Boggess has been Vice President and Chief Financial Officer of the
Company since June 1993. From June 1992 through May 1993, Mr. Boggess was Vice
President and Chief Financial Officer of Hypro Corporation, a privately owned
manufacturer of fluid transfer pumps. From June 1989 through June 1992, Mr.
Boggess was Treasurer of Adams Communications Corporation, a holding company
controlled by Stephen Adams which owned television and radio station operations
throughout the United States.
David Block has been Senior Vice President of AGI since January 1993. Prior
thereto and since 1988, Mr. Block held various senior management positions with
the Company or its predecessor in the areas of management information systems
and administration.
Michael Blumer has been Senior Vice President of AGI since January 1998. Prior
to 1998 and since 1996, Mr. Blumer served as CIO at Primedia, Inc. and prior to
that post he served as Senior Vice President of Information Technology at The
Hamilton Group from 1992 to 1996. Prior to 1992, he also occupied a number of
information technology management positions at The Franklin Mint, American
Express and the Federal Reserve Bank of New York.
Murray S. Coker is currently Senior Vice President-Marketing of AGI and oversees
the marketing of all products, services and clubs for AGI. He joined Camping
World in 1978 and has served in various management positions including Vice
President-Mail Order, Vice President-Direct Marketing and Senior Vice
President-Marketing. Prior to joining Camping World, Mr. Coker was a consultant
specializing in retail systems for Management Design Associates and Deloitte &
Touche. He was the Data Systems Product Line Manager for Pitney Bowes' Monarch
Marketing Systems Division and a Systems Engineer for IBM Corporation.
Thomas A. Donnelly has served as President of Camping World since 1986 and
served as its Chief Executive Officer from 1988 until its acquisition by AGI.
Mr. Donnelly joined Camping World in 1971 and served in various management
positions until 1984, at which time he was promoted to Senior Vice President,
Operations. Mr. Donnelly and Mr. Garvin are first cousins.
John Ehlert is the founder of Ehlert and has served as its President and Chief
Executive Officer since 1976 until its acquisition by AGI. Mr. Ehlert serves on
the board of directors of various trade, private and charitable organizations.
David B. Garvin founded Camping World in 1966 and served as President of Camping
World from 1966 to 1986 and as its Chairman of the Board of Directors since
1986. Mr. Garvin is also a director of Trans Financial Bancorp, Inc. Mr. Garvin
and Mr. Donnelly are first cousins.
George Parker is the Associate Dean for Academic Affairs and Director of the MBA
Program at the Graduate School of Business at Stanford University. Prior to
1973, Mr. Parker was an Assistant/ Associate Professor of Finance at the
Graduate School of Business at Columbia University. He currently serves on the
Board of Directors for various companies including Continental Airlines, Inc.,
Tejon Ranch Co., Dresdner/ RCM Mutual Funds, and Barclays Global Investors Funds
Inc. He also provides
55
consulting services to various corporations and banks on financial management
and corporate strategy, and has had numerous financial management works
published.
Directors are elected for terms of one year or until their successors have been
duly elected.
ITEM 11: EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning the
compensation paid by the Company to the Company's Chief Executive Officer and
each of the four other highest compensated executive officers (determined as of
the Company's year ended December 31, 1999) and for the previous two years.
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL ANNUAL COMPENSATION
- ------------------ ------------------- OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS(1) COMPENSATION(1)(2) COMPENSATION(3)
- -------- ---- ------ -------- ------------------ ---------------
Stephen Adams....................1999 $726,914 $1,781,040 $35,132
Chairman of the Board 1998 699,992 1,473,090 79,796
1997 699,992 1,539,030 78,924
Joe McAdams, President...........1999 103,846 593,680 $1,319,608 (4) 9,527
Chief Executive Officer 1998 99,999 491,030 6,891
1997 99,998 513,010 7,557
Thomas A. Donnelly...............1999 233,654 296,840 7,899
President of Camping World 1998 214,904 245,515 7,991
1997 168,750 235,980 4,160
Michael Schneider................1999 218,077 296,840 56,333 (4) 8,477
Chief Operating Officer 1998 210,000 245,515 56,333 (4) 8,364
1997 206,423 318,980 56,333 (4) 8,117
Murray S. Coker..................1999 197,038 184,447 9,342
Senior Vice President of AGI 1998 180,256 156,838 9,715
1997 119,250 - 6,902
- -----------
(1) Compensation defined as "Bonus" and "Other Annual Compensation" is
eligible, at the election of the employee, to be contributed to the
AGHC Key Employee Security Option Plan ("KEYSOP"). See "Management
Agreements with Executive Officers".
(2) Personal benefits are the lesser of (i) 10% of total annual salary
and bonus (ii) $50,000, except as described in Note (3) below.
(3) Represents company contributions to 401(k) and split dollar life
insurance economic benefit.
(4) Under the terms of the phantom stock agreements, Mr. Schneider
received $56,333 in 1999, 1998 and 1997 and Mr. McAdams received
$1,319,608 in 1999. The 1999 payments were contributed to the
KEYSOP.
56
The Company does not have any outstanding stock options or restricted stock
grants. The Company has phantom stock agreements and a non-qualified deferred
compensation plan for certain of its officers. See "Management Agreements with
Executive Officers".
AGREEMENTS WITH EXECUTIVE OFFICERS
Mr. Adams and the Company are parties to an amended employment agreement
providing for his employment as the Chairman of the Company through September 1,
2000. The base salary for Mr. Adams is $700,000 and his incentive compensation
is 3% of operating profits (as defined in the agreement).
In January 1999, AGHC introduced a Key Employee Security Option Plan ("KEYSOP")
for key employees of AGHI and its subsidiaries. This non-qualified deferred
compensation plan allows key employees the option to contribute specific
compensation, including bonuses, incentive compensation, and phantom stock
payments to the KEYSOP. Contributions to the KEYSOP from AGHI employees totaled
$3.1 million in 1999.
In January 1997, the Company funded a $1.0 million loan to Mr. McAdams. This
loan was paid in full during 1999.
In January 1992, the Company introduced a phantom stock incentive program for
key employees. Since that time, certain employees have been granted awards at
various interest levels and over varying vesting periods. The value of the
phantom stock interest is based on the increase in the value of the Company over
the base value at the award date. In accordance with the formula set forth in
the agreements, which formula approximates a multiple of operating profits and
is intended to approximate the fair market value of the Company, earned
incentives are paid in three annual installments following the earlier of (a)
termination of employment, (b) sale of the Company, or (c) five years after the
initial grant of the phantom stock interest. The phantom stock agreements also
set forth the terms of employment for the executive.
The following table sets forth the current awards outstanding under the program
as of December 31, 1999. As of December 31, 1999, the aggregate accrued
liability under the Company's phantom stock incentive program was approximately
$4.7 million, of which $1.6 million has been reflected as current in the
financial statements.
FULL VESTED
OFFICER/DIRECTOR INTEREST AMOUNT
---------------- -------- ------
Joe McAdams ............................................ 2.50% 2.50%
Mike Schneider ......................................... 1.80% 1.80%
Thomas A. Donnelly...................................... 1.80% 1.00%
Mark Boggess............................................ 0.75% 0.75%
David Block (1)......................................... 0.10% 0.10%
Murray S. Coker......................................... 0.25% 0.14%
All Other Employees..................................... 0.30% 0.20%
- --------------------
(1) In addition, Mr. Block entered into a phantom stock agreement with a
subsidiary of AGI. Under the terms of the agreement, Mr. Block was granted 5%
phantom interest in the subsidiary vesting 1% annually beginning January 1997.
The value of the phantom interest is based on the increase in the value of the
subsidiary and is based on a formula that is intended to approximate the fair
market value of the subsidiary.
The executive's base salary and annual bonus are determined from time to time by
the Board of Directors. In the event the executive's employment is terminated
without cause, the phantom stock
57
agreements provide for severance benefits of up to one year's base salary plus
the accrued bonus for the year in which such termination occurs.
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
The Company's Board of Directors determines the compensation of the executive
officers. The executive officers of the Company that serve on the Board of
Directors are Stephen Adams, Joe McAdams and Thomas A. Donnelly. In addition,
until his retirement on January 1, 1996, Wayne Boysen was an executive officer
of the Company.
Stephen Adams, the Chairman and a director of the Company, has an amended
employment agreement with AGI through September 1, 2000 under which Mr. Adams
receives a base salary of $700,000 plus incentive compensation of 3% of
operating profits (as defined).
Joe McAdams, the President and Chief Executive Officer and a director of the
Company, has phantom stock agreements with AGI pursuant to which Mr. McAdams
received a $1.3 million payment in 1999 and holds an additional a 2.5% phantom
stock interest which is fully vested.
In connection with the Company's acquisition of Camping World, the Company
entered into consulting and non-competition agreements with David B. Garvin, a
director of the Company and formerly the Chairman of Camping World, and Thomas
A. Donnelly, a director of the Company and the President of Camping World.
Pursuant to the consulting and non-competition agreements, the Company paid, at
closing of the Camping World acquisition, $9.5 million to Mr. Garvin and $3.4
million to Mr. Donnelly. In addition, pursuant to the management incentive
agreement which the Company entered into with Mr. Donnelly and Mr. Coker at the
time of the acquisition of Camping World, the Company agreed, subject to Camping
World achieving certain operating goals, to pay up to $6.6 million and $1.2
million to Mr. Donnelly and Mr. Coker, respectively, over the subsequent five
years. Mr. Donnelly and Mr. Coker received $880,000 and $160,000, respectively,
of this amount through 1999.
Messrs. Garvin and Donnelly are partners in partnerships that lease seven
facilities under long-term leases to Camping World. Additionally, Mr. Coker is
also a partner in two of these partnerships. For the years ended December 31,
1999 and 1998, payments under these leases were approximately $2.54 million and
$2.47 million, respectively. The leases expire during the period April 2000 and
September 2011, subject to the right of Camping World to exercise renewal
options. The Company believes that such leases contain lease terms as favorable
as lease terms that would be obtained from independent third parties.
John Ehlert, a director of the Company, is a partner in a partnership that
leases to Ehlert its research facility under a long-term lease. For the year
ended December 31, 1999 and 1998, the rental payments for such facility were
$46,788 and $45,600, respectively. The lease expires in October 2001, subject to
the right of Ehlert to exercise renewal options. The Company believes that such
lease contains lease terms as favorable as lease terms that would be obtained
from independent third parties.
BONUS PLAN
The Company annually adopts bonus programs for employees, including executive
officers other than Mr. Adams. Bonus payments are made based on achievement of
specified operating results and/or objectives.
401 (K) SAVINGS AND PROFIT PLAN
The Company sponsors a deferred savings and profit sharing plan (the "401(k)
Plan") qualified under Sections 401(a) and 401(k) of the Internal Revenue Code
of 1986, as amended (the "Code"). All employees over age 21 who have completed
one year of service (including 1,000 hours) are eligible to
58
participate in the 401(k) Plan. Eligible employees may contribute to the 401(k)
Plan up to 15% of their salary subject to an annual maximum established under
the Code and the Company matches these employee contributions at the rate of 75%
up to the first 6% of the employee's salary. Employees may also make additional
voluntary contributions. Effective January 1, 1999, the vesting schedule was
revised from 7 years of employment to 5 years.
OTHER BENEFIT PLAN
Company employees receive certain medical and dental benefits during their
employment. A predecessor to the Company also provided eligible employees with
medical, dental and life insurance coverage after retirement. The estimated
future costs associated with such coverage to retirees are reserved as a
liability in the Company's consolidated financial statements. Current employees
are not provided medical and dental benefits upon retirement.
DIRECTOR COMPENSATION
The Company pays directors who are not employees (Messrs. Boysen, Ehlert,
Frith-Smith, Garvin and Parker) director fees of $1,500 per month.
REPORT ON EXECUTIVE COMPENSATION
The Company's Board of Directors determines the compensation of the executive
officers. The base salary and bonus for Stephen Adams is established pursuant to
the employment agreement described under the caption entitled "Agreements with
Executive Officers." The agreement was approved when Mr. Adams was the sole
director of the Company because it was determined to be in the best interests of
the Company to assure continuity of management. For the other executive
officers, base salaries are set at levels which are believed to be reasonably
competitive with the salary level of executives in comparable companies,
including membership services companies and other highly leveraged companies
with comparable operating income, except that the base salary for Joe McAdams,
the President and Chief Executive Officer, is lower than the comparable
companies because the primary source of his compensation is through the bonus
program. The executive officers, including Mr. McAdams, receive bonuses based on
their respective assigned percentage of operating income of the Company or the
operations in which the executive is employed. The percentage assigned to each
executive officer depends upon the level of his responsibilities or, in the case
of Mr. Adams, as prescribed in their respective employment agreement.
In addition, the executive officers, other than Mr. Adams who owns over 95% of
the stock of the parent corporation, have received phantom stock grants under
the agreements described above under the caption "Agreements with Executive
Officers." The purpose of the phantom stock agreements is to provide the
executive officers with an incentive to enhance the long term value of the
Company with payments of the amounts earned by the executive officers provided
as deferred compensation over several years.
BOARD OF DIRECTORS
------------------
Stephen Adams Joe McAdams Wayne Boysen David Frith-Smith
Thomas A. Donnelly John Ehlert David B. Garvin George Parker
59
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company is a wholly-owned subsidiary of AGI Holding Corporation ("AGHC"), a
privately-owned corporation. The following table sets forth, as of December 31,
1999, certain information with respect to the beneficial ownership of the Common
Stock of AGHC by each shareholder who is known to the Company to beneficially
own more than 5% of the outstanding shares, each executive officer and the
current sole director of AGHC, and all executive officers and directors of the
Company.
Number of Shares of Percent of
Name and Address of Beneficial Owner Stock Owned (1) Common Stock
------------------------------------ ------------------- ------------
Stephen Adams 1,404.7 (2) 95.75%
2575 Vista Del Mar Drive
Ventura, CA 93001
Joe McAdams 3.0 0.20%
Mark Boggess 0.2 0.01%
All executive officers and directors as a group 1,407.9 95.96%
(13 persons)
- ---------------
(1) Except as otherwise indicated, the beneficial owners have sole voting and
investment power with respect to the shares in the table.
(2) Does not include 50 shares owned by members of the Adams' family who do not
reside with him.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fourth quarter of 1998, the Company's Board of Directors adopted a
plan to sell the stock of Affinity Bank ("AB"), subject to regulatory approval,
to Affinity Bank Holdings LLC ("ABH"), an affiliate of the Company, at its net
book value of $17,100,000, which in the opinion of management then approximated
market value. The Company received regulatory approval and subsequently closed
the transaction effective September 30, 1999. In consideration for the stock of
AB, the Company received 17,100 shares of Series A Preferred stock of the
purchaser, ABH, having a value of $18,631,000. In the fourth quarter of 1999,
AGHTC agreed to convert and exchange the preferred stock for a Capital Note. The
Capital Note principal balance was equal to the preference amount of the
preferred stock as of the conversion date and accrues interest at the rate of
11% per annum until maturity on October 14, 2014.
During 1999 Mr. Adams acquired a 46.9% shareholder interest in the parent
company of National Alliance Insurance Company (NAIC). NAIC is a regulated
property and casualty insurance company domiciled in the state of Missouri with
active licenses in 39 other states. Its principal book of business is derived by
marketing insurance to the Camping World President's Club members. Under terms
of an exclusive marketing agreement entered into December 31, 1998, the Company
earns a marketing fee based upon NAIC annual written premiums. The agreement
runs through December 31, 2018 or may be terminated sooner by either party after
June 30, 2007 with a minimum of 18 months notice. In 1999 and 1998 marketing
fees earned totaled $2.6 million and $2.5 million, respectively. Further, Mr.
Wayne Boysen, a director of AGHI, also serves as director of NAIC and its
parent.
60
For a description of the employment, consulting, non-competition, management
incentive and phantom stock agreements with the Company and persons serving as
an executive officer or director of the Company see "Management - Agreements
with Executive Officers" and "Management - Compensation Committee Interlock and
Insider Participation."
For a description of leases which subsidiaries of the Company have with
partnerships in which a director of the Company has a partnership interest, see
"Management Compensation Committee Interlock and Insider Participation."
61
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Consolidated financial statements are included in Item 8
hereto.
(a)(2) Consolidated financial statement schedules are included in
Item 8 hereto.
(a)(3) Listing of Exhibits:
The exhibits required to be a part of this report are listed
in the Index to Exhibits which follows the signature page.
(b) Reports on Form 8-K:
None
(c) Exhibits:
Included in Item 14 (a) (3) above.
(d) Financial Statement Schedules
Included in Item 14 (a) (2) above.
62
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Denver, State of Colorado
on March 17, 2000.
AFFINITY GROUP HOLDING, INC.
By /s/
--------------------------------------------
Joe B. McAdams
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Company in the capacities
and on the dates indicated.
/s/ Chief Executive Officer and Director March 17, 2000
- ------------------------------ (Principal Executive Officer)
Joe B. McAdams
/s/ Senior Vice President and Chief March 17, 2000
- ------------------------------ Financial Officer
Mark J. Boggess (Principal Financial and Accounting Officer)
* Director March 17, 2000
- ------------------------------
Stephen Adams
* Director March 17, 2000
- ------------------------------
David Frith-Smith
* Director March 17, 2000
- ------------------------------
Wayne Boysen
63
* Director March 17, 2000
- ------------------------------
Thomas A. Donnelly
* Director March 17, 2000
- ------------------------------
David B. Garvin
* Director March 17, 2000
- ------------------------------
John Elhert
* Director March 17, 2000
- ------------------------------
George Parker
*By /s/ March 17, 2000
- ------------------------------
(Mark J. Boggess
Attorney-in-Fact)
Mark J. Boggess, pursuant to Powers of Attorney executed by each of the officers
and directors listed above whose name is marked by an "*" and filed as an
exhibit hereto, by signing his name hereto does hereby sign and execute this
Report of Affinity Group Holding, Inc. on behalf of each of such officers and
directors in the capacities in which the names of each appear above.
64
AFFINITY GROUP HOLDING, INC.
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1999
Regulation
S-K Exhibit
Table Sequential
Item Reference Page No.
---- --------- --------
Certificate of Incorporation of Affinity Group, Inc. (1) 3.1
Bylaws of Affinity Group, Inc. (1) 3.2
Indenture dated as of October 29, 1993 by and between the Company and United 4.1
States Trust Company of New York. (2)
First Supplemental Indenture dated as of May 17, 1994, by and between 4.2
Company and United States Trust Company of New York.(6)
Second Supplemental Indenture dated as of October 11, 1994, by and between 4.3
Company and United States Trust Company of New York.(6)
Third Supplemental Indenture dated as of December 21, 1995 by and between 4.3a
Company and United States Trust Company of New York.(9)
Fourth Supplemental Indenture dated as of February 1, 1996 by and between 4.3b
Company and United States Trust Company of New York.(9)
Form of 11 1/2% Senior Subordinated Notes due 2003. (2) 4.4
Credit Agreement dated October 11, 1994 among Affinity Group, Inc. and First Bank 4.5
National Association, as Agent, and First National Association and GIRO
Credit Bank, as Banks. (3)
First Amendment to Credit Agreement as of November 10, 1994, between Affinity 4.6
Group, Inc. and First National Bank National Association, as Agent. (6)
Credit Agreement dated as of April 2, 1997 among Affinity Group, Inc., Fleet 4.7
National Bank, as agent, and the banks named therein. (11)
Change in Registrant's Accountants (14) 4.8
Credit Agreement dated as of November 13, 1998 among Affinity Group, Inc., Fleet 4.9
National Bank, as agent, and the banks named therein. (15)
65
Regulation
S-K Exhibit
Table Sequential
Item Reference Page No.
---- --------- --------
Tax Sharing Agreement among Affinity Group Holding, Inc., Affinity Group, Inc. and 10.1
its subsidiaries. (2)
Lease for office facilities in Camarillo, California. (2) 10.2
Lease for office facilities in Denver, Colorado. (2) 10.3
Lease Agreement for office facilities in Ventura, California (7) 10.3a
Investment in unrestricted subsidiary, assignment and assumption agreement and 10.4
fourth amendment to office facility lease in Denver, Colorado. (4)
Employment Agreement dated August 1, 1993 between Stephen Adams and the Company, 10.5
as amended. (2)
Phantom Stock Agreement dated January 2, 1992 between Joe McAdams and the Company. 10.6
(2)
Phantom Stock Agreement dated January 2, 1992 between David Block and the Company. 10.7
(2)
Phantom Stock Agreement dated January 2, 1992 between Michael Schneider and the 10.8
Company. (2)
Phantom Stock Agreement dated January 2, 1992 between Roger Ryman and the Company. 10.9
(2)
Phantom Stock Agreement dated January 2, 1992 between Mark J. Boggess and the 10.10
Company. (2)
Phantom Stock Agreement dated January 2, 1992 between K. Dillon Schickli and the 10.11
Company. (2)
Employment Agreement dated as of January 1, 1991 between Keith Urry and Golf Card 10.12
International Corp. as amended. (2)
Phantom Stock Agreement dated January 2, 1992 between Wayne Boysen and the 10.13
Company, as amended. (2)
Second Phantom Stock Agreement dated April 2, 1994 between Wayne Boysen and the 10.14
Company. (4)
Executive split-dollar life insurance agreements (4) 10.15
Indemnity Agreement dated October 29, 1994, by and between Affinity Group, Inc. 10.16
and AGI Services, Inc.(6)
Agreement with Cross Country Motor Club, Inc. as amended. (2) 10.17
Working Agreement and Service Agreement with National General Insurance dated 10.18
October 23, 1987, as amended (2)
Amendment to National General Insurance Contract Dated January 13, 1994. (1) 10.19
66
Regulation
S-K Exhibit
Table Sequential
Item Reference Page No.
---- --------- --------
Amendment to Service Agreement dated March 22, 1994 by and between Affinity Group, 10.20
Inc. and National General Insurance Company. (5)
401 (k) Savings and Investment Plan. (2) 10.21
Form of Indemnification Agreement for persons consenting to serve as directors 10.22
upon completion of the offering and amendment thereto. (1)
Purchase Agreement for Affinity Thrift and Loan. (8) 10.23
Phantom Stock Amendment dated October 10, 1995 between Joe McAdams and the 10.24
Company.(9)
Phantom Stock Agreement dated December 19, 1995 between David Block and 10.25
Affinity Road and Travel Club, Inc., a wholly owned subsidiary
of the Company.(9)
Agreement between Ganis Credit Corporation and the Company dated September, 10.26
1995.(9)
Stock Purchase Agreement for Ehlert Publishing Group, Inc. (10) 10.27
First Amendment dated January 7, 1997 to Ehlert Stock Purchase Agreement. (11) 10.28
Addendum to National General Insurance Contract Dated January 13, 1994. (13) 10.29
Agreement with Cross Country Motor Club, Inc. dated October 10, 1997,as amended. 10.30
(13)
Stock Purchase Agreement dated as of February 25, 1997, by and among the 10.31
Shareholders of Camping World, Inc. and Affinity Group, Inc. (12)
Engagement Agreement between JBMC, Inc. and the Company dated September 8, 1996. 10.32
(13)
Note Receivable dated December 30, 1996 between Joe McAdams and the Company. (13) 10.33
Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and 10.34
the Company (13)
Form of Phantom Stock Agreements, between certain executives and the 10.35
Company (13)
Amendment to Employment Agreement dated August 1, 1993 10.36
between Stephen Adams and the Company (16)
Purchase Agreement for AGI Real Estate Holdings, Inc. (16) 10.37
Sales Agreement for Affinity Insurance Group, Inc. (16) 10.38
67
Regulation
S-K Exhibit
Table Sequential
Item Reference Page No.
---- --------- --------
Stock Purchase Agreement between Affinity Group Thrift Holding Corp. and Affinity 10.39
Bank Holdings LLC (17)
Member Control Agreement of Affinity Bank Holdings LLC (17) 10.40
Closing Agreement between Affinity Group Thrift Holding Corp. and Affinity Bank 10.41
Holdings LLC (17)
Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and 10.42 70
the Company
Subsidiaries of the Registrant 21 71
Power of Attorney 24 72
- ---------------
(1) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated by reference herein.
(2) Filed with the Company's Registration Statement No. 33-67272 and
incorporated by reference herein.
(3) Filed with the Company's Report on Form 10-Q for the quarter ended
September 30, 1994 and incorporated by reference herein.
(4) Filed with the Company's Report on Form 10-Q for the quarter ended June 30,
1994 and incorporated by reference herein.
(5) Filed with the Company's Report on Form 10-Q for the quarter ended March
31, 1994 and incorporated by reference herein.
(6) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated by reference herein.
(7) Filed with the Company's Report on Form 10-Q for the quarter ended June 30,
1995 and incorporated by reference herein.
(8) Filed with the Company's Report on Form 10-Q for the quarter ended
September 30, 1995 and incorporated by reference herein.
(9) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated by reference herein.
(10) Filed with the Company's Report on Form 10-Q for the quarter ended
September 30, 1996 and incorporated by reference herein.
(11) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated by reference herein.
(12) Filed with the Company's Report on Form 8-K dated April 2, 1997 and
incorporated by reference herein.
(13) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated by reference herein.
68
(14) Filed with the Company's Report on Form 8-K dated August 19, 1998 and
incorporated by reference herein.
(15) Filed with the Company's Report on Form 8-K dated November 13, 1998 and
incorporated by reference herein.
(16) Filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 and incorporated by reference herein.
(17) Filed with the Company's Report on Form 10-Q for the quarter ended
September 30, 1999 and incorporated by reference herein.
A copy of any of these exhibits will be furnished at a reasonable cost to
any person upon receipt from such person of a written request for such
exhibit. Such request should be sent to Affinity Group, Inc., 64 Inverness
Drive East, Englewood, Colorado 80112, Attention: Chief Financial Officer
69