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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, 1997 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 0-22852
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AFFINITY GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3377709
(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.)
-----------------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
11 1/2% Senior Subordinated Notes Due 2003
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 26, 1998
----- -----------------
Preferred stock, $.001 par value none
Common stock, $.001 par value 2,000
DOCUMENTS INCORPORATED BY REFERENCE: DOCUMENTS REFERENCED ON EXHIBIT INDEX
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PART I
ITEM 1: BUSINESS
GENERAL
Except where the context indicates otherwise, the term "Company", or "AGI" means
Affinity Group, Inc. and its predecessors and subsidiaries but excludes the
operations of the National Association for Female Executives ("NAFE") club,
which is classified as a discontinued operation.
The Company is a member-based direct marketing organization primarily engaged in
selling club memberships and publications to selected recreational affinity
groups principally comprised of recreational vehicle owners, campers, outdoor
recreationists and, to a lesser extent, golfers. The Company's club members form
a receptive audience to which it sells products and services, merchandise and
publications targeted to the recreational interests of such 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 and publishing operations provide its club members
with access to discounts for certain activities and competitively priced
products and services addressing club members' specific needs. See Footnote 15
in the Notes to Consolidated Financial Statements for financial information
about the Company's segments.
On March 6, 1997, AGI 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 and
mail order catalogs. 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; (ii) access to products and services, such as its emergency road
service program and the 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; (iii) opportunities to reduce
membership products and services solicitation costs; and (iv) expansion of
AGI's recreational publishing niche to provide additional opportunities for
the development of new clubs, products and services.
At December 31, 1997, there were approximately 1.8 million dues paying members
enrolled in the Company's clubs, a 28.1% increase from the 1.3 million at
December 31, 1996. The paid circulation per issue of the Company's general
circulation magazines is estimated at approximately 580,000 with an aggregate
readership estimated at over 5 million at December 31, 1997. The Company
believes its club members have favorable demographic characteristics and
comparatively high renewal rates. Revenues of the Company were $304.7 million
for the year ended December 31, 1997, compared to $140.0 million for the year
ended December 31, 1996, representing a 117.7% increase. Excluding the Ehlert
operations and Camping World operations acquired in 1997, revenues for 1997 were
$149.9 million compared to $140.0 million in 1996, membership service revenue
represented 72.6% of revenues in 1997 compared to 71.7% in 1996, and
publications revenue represented 27.4% of total revenues in 1997 compared to
28.3% in 1996.
1
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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 by marketing 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, Golf
Card Club in 1990 and Woodall Publishing in 1994.
ENHANCE CLUB MEMBERSHIP ENROLLMENT
The Company seeks to increase the number of its club members by maximizing
renewals, establishing an optimal mix of channels for soliciting new members and
re-acquiring inactive members. 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. In 1990, the Company acquired the Golf Card
club and has successfully grown membership by approximately 45% since its
acquisition. 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. The Company expects
to concentrate its efforts over the near term on integrating the operations of
the Camping World's President's Club with AGI's Good Sam Club.
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 recently introduced extended
vehicle warranty program. Management believes it can successfully market such
products and services to Camping World's President's Club members who have
interests and demographic characteristics similar to those of Good Sam Club
members and for whom there is limited penetration of such products and services.
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 can
sell 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. Where appropriate, the
Company may consider directly providing certain products and services and
thereby retain all of the financial benefits.
2
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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 by the Survey Research Center of the University of
Michigan (the "Survey"), the number of households owning RVs increased from 8.2
million in 1993 to 8.6 million in 1997. The Survey also indicates that the
percentage of households owning RVs during this period rose slightly from 9.6%
to 9.8%.
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. According to the 1994 U. S. Census, households in this age group are
projected to increase from 23.8 million to 28.9 million in 2005. 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 $31,000
per annum according to the 1994 U. S. Census.
The median age and annual household income of the Company's club members were 65
years and $49,000 in 1995 based on member survey data. 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. The following table sets
forth the number of members at December 31, 1997, annual membership dues and
average annual renewal rates during the period of 1993 to 1997 for each club:
3
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<TABLE>
<CAPTION>
Number of Members at Average Renewal
Membership Club December 31, 1997 Annual Fee (1) Rate (2)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Good Sam Club 927,000 $12 - $25 71%
Coast to Coast Club 241,600 $60 - $70 81%
President's Club 510,900 $15 - $20 64%
Golf Card Club 134,400 $75 - $95 64%
</TABLE>
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(1) For a single member, subject to special discounts and promotions.
(2) Excludes members having life-time 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 life-time memberships for the Good
Sam Club. As of December 31, 1997, the average price for a life-time membership
was $274 with 82,942 members registered. Based on an actuarial analysis of the
life-time members, the Company expects the average length of a life-time
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 927,000 member families and approximately 2,100 local chapters as of
December 31, 1997. The average renewal rate for Good Sam Club members was
approximately 71% during the period 1993 through 1997. The Company has focused
on selling higher margin multi-year memberships which, among other advantages,
reduces the cost of membership renewal. At December 31, 1997, 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 1,700 participating RV parks and campgrounds; discounts
on the purchase of supplies and accessories for recreation vehicles at
approximately 800 RV service centers; a free annual subscription to HIGHWAYS,
the club's regular news magazine; discounts on other Company publications;
access to group tours and travel services; 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 quality standards for network affiliation.
The following table lists the number of club members and RV parks and
campgrounds from 1993 through 1997 at which discounts for members were available
at December 31st of the respective year:
4
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<TABLE>
<CAPTION>
Year Ended December 31
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1997 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C>
Number of Good Sam Members (1) 927,000 911,400 900,500 930,200 928,600
Life-time members included above 82,942 68,490 57,786 45,251 34,088
Number of RV campgrounds offering 1,697 1,682 1,624 1,674 1,785
discounts to Good Sam members
</TABLE>
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(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, 1997,
there were approximately 241,600 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 80% of such 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 $60 for a single year membership to $255
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 approximately 387 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 1997, Coast to Coast
members utilized over 1.5 million 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 not
the club member) was approximately 81% during the period 1993 through 1997.
The following table sets forth the number of members in Coast to Coast Club and
of resorts participating in the reciprocal use program at December 31st of the
respective year:
5
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<TABLE>
<CAPTION>
Year Ended December 31
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1997 1996 1995 1994 1993
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Number of member families in Coast 241,600 257,200 283,900 296,300 303,200
to Coast Club
Number of resorts 387 461 463 473 467
</TABLE>
Coast to Coast Club members declined 6.1% from 1996 to 1997, and 20.3% from 1993
to 1997. The high cost of marketing and the lack of available financing at the
resorts has resulted in a reduced number of new membership sales, thus
precluding new developers from entering the industry and causing other
developers to leave the industry. These factors directly impact the Coast to
Coast membership enrollment.
PRESIDENT'S CLUB
Camping World's President's Club program, which was established in 1986, has
grown to approximately 510,900 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 94% 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 receive special mailings,
including newsletters and flyers offering selected products and services at
special prices. Camping World recently upgraded its point-of-sale system, which
management believes will increase sales, generate new club members and increase
club renewal rates through improved customer data collection.
The following table lists the number of President's Club members and number of
retail stores at year end for 1993 through 1997 for the respective year:
<TABLE>
<CAPTION>
Year Ended December 31
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1997 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C>
Camping World's President's Club 510,900 465,200 459,100 409,800 356,100
Members
Number of stores (1) 27 27 25 23 23
</TABLE>
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(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 134,400 members at
December 31, 1997. The major attraction for membership is the financial savings
which members receive when playing at one of over 3,500 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) up to 50%
savings at courses charging Player's Fees (combined cart and green fees) or two
complementary 18-hole rounds annually with the rental of a golf cart, (ii)
discounts at over 300 "Stay and Play" resorts, over 2,100 hotels and over 7,700
restaurants nationwide, (iii) annual subscription to GOLF TRAVELER magazine
published six times per year, (iv) free membership in National Car Rental's
Emerald Club, and (v) access to products and services developed for club
members. The Company believes that the participating golf courses providing
playing privileges to club members represents the largest number of golf courses
participating in a discount program
6
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in North America. None of the participating golf courses are owned or
operated by the Company.
The standard annual membership fee is $95 for a single membership and $95 to
$145 for a double membership. In 1992, multi-year memberships were initiated. A
member can buy a 3 year or 5 year single or double membership. The single
membership fee for 3 years is $239 and for 5 years is $379. The double
membership fee for 3 years is $369 and for 5 years is $579.
Both municipal and privately-owned golf courses participate in the Golf Card
program. The program is attractive to participating courses because club members
must rent a golf cart when exercising the playing privileges, and the members
playing time may be limited to off-peak hours. Members may purchase other
merchandise or services when exercising their playing privileges. In this
manner, the Golf Card members provide incremental revenue to the golf courses.
Eight field marketing representatives visit golf courses in their assigned
territories to manage relationships with participating courses and to solicit
additional courses for the program.
The average renewal rate for Golf Card Club members at December 31, 1997 was
approximately 64% during the period 1993 to 1997 with a renewal rate of 54% for
1997. The lower 1997 renewal rate can be attributed, in part, to the low
conversion rate of those members who joined through the Partner Free Offer (2
for the price of 1). 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:
<TABLE>
<CAPTION>
Year Ended December 31
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1997 1996 1995 1994 1993
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Number of Members in the Golf Card 134,400 136,200 132,300 118,500 110,000
Club (1)
Number of Participating Golf Courses 3,513 3,100 2,980 2,707 2,408
Number of "Stay and Play" Golf Resorts 305 310 350 373 389
</TABLE>
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(1) A single membership counts as one member and a double membership as
two members.
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, which were introduced in 1984 and in 1978, respectively. 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) program where
the Company pays a third party to administer the program.
EMERGENCY ROAD SERVICE (ERS)
The Company developed the ERS program for Good Sam Club members to address the
special towing requirements of RV owners in the event of mechanical breakdown
and to enhance the availability of such services. The renewal rate for the Good
Sam ERS program was 76.3% in 1997. The Company also markets the ERS program to
members of the Coast to Coast clubs. At December 31, 1997, 206,708 and 9,759
7
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members of the Good Sam Club and Coast to Coast clubs, respectively,
participated in the ERS program, representing penetration rates for each club of
22.3% and 4.0%, respectively. AGI acquired two recreational vehicle road service
competitors during 1997- Camping World's RoadCare and Rapid Response Emergency
Road Service. These acquisitions allow improved penetration into the
recreational vehicle road service market.
The ERS program is marketed nationally through direct mail and advertising in
the Company's RV magazines and annual campground directories. Under the ERS
program, a subscriber pays an annual fee ranging from $69.95 to $99.95 for which
the member receives roadside repair and towing at no additional cost to the
subscriber. The Company's emergency road service providers administer the
programs, provide dispatching services for roadside service and satisfy
applicable regulatory requirements pursuant to various contracts.
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ERS members in the Good Sam Club 206,700 209,200 215,100 230,900 227,500
ERS members in the Coast to Coast Club 9,800 10,000 9,700 11,500 13,100
Rapid Response 59,000 - - - -
Camping World RoadCare 33,700 - - - -
------------------------------------------------------------------------
Totals 309,200 219,200 224,800 242,400 240,600
=============== ============ ============= ============= ============
</TABLE>
The number of Good Sam members participating in the ERS program decreased 9.1%
from 1993 to 1997 and decreased by 1.2% from 1996 to 1997. The number of Coast
to Coast Club members participating in the ERS program decreased 25.5% from 1993
to 1997 and increased 5.2% from 1996 to 1997. The Company believes that the
decreases in enrollment are primarily due to a maturing of the membership file
and increased competition. The Company estimates 50% of the participant decline
in the Good Sam ERS program since 1994 are currently enrolled in the Rapid
Response or RoadCare programs.
VEHICLE INSURANCE PROGRAMS
The Company initiated a Vehicle Insurance Program ("VIP")to facilitate the
availability of cost-effective vehicle insurance suitable to the demographic
characteristics and vehicle usage patterns of its club members. At December 31,
1997, the VIP program had 214,508 members which represented a 20.0% and 4.0%
penetration, respectively, of the Good Sam Club and Coast to Coast clubs. During
the period 1993 to 1997, the average annual renewal rate of members
participating in the VIP program was approximately 90.0%.
The Company's marketing fee is based on the amount of premiums written, the
number of policies in force and the profitability of the program. The insurance
provider, National General Insurance Company ("NGIC"), a subsidiary of General
Motors Corporation and rated A+ by A.M. Best's Rating Service, assumes all claim
risks. In 1997, NGIC received premiums under the VIP programs totaling $212.5
million which generated marketing fees to the Company of $20.7 million. The
number of vehicle insurance policies has increased 7.0% from 1993 to 1997 and
decreased slightly in 1997 compared to 1996. The table below sets forth the
number of member policies for the program and the dollar amount of premiums
written by NGIC as of December 31 of each year indicated:
8
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<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------------------------------------
1997 1996 1995 1994 1993
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
VIP member policies 214,500 215,100 214,800 209,800 200,500
Premiums written by NGIC under the VIP $ 212.5 $ 208.7 $ 207.2 $ 200.1 $ 194.4
program (millions)
</TABLE>
Management believes that increased participation in the VIP program is
attributed to favorable premium rates, endorsement of the program by its clubs
and marketing efforts.
In addition, 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 44,100 policies at December 31, 1997. These
policies generated $1.9 million of marketing fee revenue from $37.0 million of
premiums written.
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 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 8.7%
from 1996 to 1997 primarily due to the low interest rates in 1996.
Affinity Bank ("AB"), previously Affinity Thrift and Loan, was acquired by the
Company in October 1995 and Affinity Insurance Group, Inc. ("AINS") was acquired
in June 1995. These businesses will facilitate the vertical integration of
financial services provided to club members. Through AB and AINS, the Company
offers its club members various depository products (such as thrift certificates
and passbook accounts), and intends to offer loan products (such as home equity
loans and credit card accounts) and property and casualty insurance in the
states in which it is licensed. At December 31, 1997, AB had total assets and
stockholders equity of $87.8 million and $12.7 million, respectively and AINS
had total assets and stockholders equity of $4.7 million and $2.9 million,
respectively.
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. During 1996, the Company
introduced its extended vehicle warranty program, which had approximately 5,700
policies in force as of December 31, 1997. The Company earned marketing fees of
approximately $3.5 million in 1997, which is based on approximately 50% of
written premiums.
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
9
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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. The following chart sets forth the circulation and
frequency of the Company's publications:
<TABLE>
<CAPTION>
1997 Number of Issues
Publication Circulation Published Each Year
- ------------------------------------------------------------------------------------ ----------------------------
<S> <C> <C>
GENERAL CIRCULATION MAGAZINES:
Trailer Life 275,033 (1) 12
MotorHome 140,280 (1) 12
Rider 106,291 (1) 12
American Rider 57,702 (1) 6
CONTROLLED CIRCULATION- BUSINESS (2):
Campground Management 10,000 12
RV Business 12,092 12
Archery Business 11,000 7
Watercraft Business 6,000 (3) 6
Snowmobile Business 6,000 (3) 6
CONTROLLED CIRCULATION- CONSUMER:
Snowmobile 597,650 (4) 4
SnowGoer 73,102 (1) 6
Snow Week 25,607 (1) 18
PWC Magazine 304,466 (4) 4
Watercraft World 36,327 (1) 9
Roads to Adventure 245,000 (4) 4
Woodall's Regional News Tabloids 205,000 (5) 12
Woodall Specials 395,000 (5) 1
ATV Magazine 192,243 (4) 4
Bowhunting World 123,677 (4) 8
3-D & Target Archery 19,041 (1)(6) 7
ANNUALS:
Trailer Life Campground/RV Park & 288,000 (1) 1
Services Directory
Trailer Life's RV Buyers Guide 52,345 (4) 1
Woodall Campground Directory 412,612 (4) 1
Woodall Buyer's Guide 33,300 (1) 1
Woodall Plan-it Pack-it Go 26,396 (1) 1
CLUB MAGAZINES:
Highways 932,992 (7) 11
Coast to Coast Magazine 250,952 (7) 8
Golf Traveler 116,000 (7) (8) 6
RV View 488,654 (7) 5
</TABLE>
- ---------------
(1) Paid circulation.
(2) Trade publication distributed to industry-specific groups.
(3) Discontinued at end of 1997; replaced by Power Sports Business in 1998.
(4) Includes sales and free distribution.
(5) Distribution to RV outlets, including campgrounds and dealerships.
(6) Discontinued at end of 1997.
(7) Circulation is limited to club members and the price is included in the
annual membership fee.
(8) Only one magazine is issued when two members are from
the same household.
10
<PAGE>
GENERAL CIRCULATION MAGAZINES
TRAILER LIFE, initially published in 1941, is the leading consumer magazine for
the RV industry with a paid circulation of approximately 275,000 in 1997.
TRAILER LIFE features articles on subjects including product tests, travel and
tourist attractions.
MOTORHOME is a monthly periodical for owners and prospective buyers of motor
homes which has been published since 1968 with a paid circulation of
approximately 140,000 in 1997. 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.
AMERICAN RIDER, introduced in November 1993, is targeted to owners and operators
of Harley-Davidson motorcycles.
ROADS TO ADVENTURE, introduced in 1996, is targeted to younger families pursuing
camping and other outdoor recreation activities and is currently published
quarterly.
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.
SNOWGOER is designed for the sport's highly active participants and provides
detailed equipment and product critiques and maintenance tips.
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.
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.
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.
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.
3-D & TARGET ARCHERY is geared to recreational and competitive archery
participants and provides tournament information, reviews, technical tips, and
human interest features associated with this recreational activity. This
magazine was discontinued in 1997.
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.
11
<PAGE>
ANNUAL DIRECTORIES
TRAILER LIFE CAMPGROUND/ RV PARK & SERVICES DIRECTORY, initially published in
1972, is an annually updated directory which provides information on and ratings
for 12,250 public and private campgrounds, 2,200 RV service centers, and over
1,000 tourist attractions in North America. In 1997, approximately 288,000
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 1997, approximately
413,000 directories were distributed. The Woodall directory is primarily
distributed through book stores.
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 Good Sam Club, COAST TO COAST MAGAZINE
for the Coast to Coast clubs, RV VIEW for Camping World's President's Club, and
THE GOLF TRAVELER for the Golf Card Club. The Company also periodically
publishes books targeted for its club membership which address the RV lifestyle.
The Company publishes the following trade magazines:
RV BUSINESS is the leading trade magazine for the RV industry.
CAMPGROUND MANAGEMENT is the leading trade magazine for the campground industry.
SNOWMOBILE BUSINESS presents a mix of news, opinion, trends, and sales tips
designed to improve the financial performance of snowmobile dealers.
WATERCRAFT BUSINESS serves industry professionals and focuses on new products,
sales techniques, recent developments and industry news.
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.
POWER SPORTS BUSINESS is an industry trade magazine which will be introduced in
1998 to replace SNOWMOBILE BUSINESS and WATERCRAFT BUSINESS due to the
consolidation of these industries.
RETAIL
Camping World is a national specialty retailer of merchandise and services
for RV owners. The 26 Camping World retail supercenters which are located in
17 states, accounted for approximately 65.2% for the year ended December 31,
1997 while approximately 21.2% were derived from catalog sales and
approximately 13.6% 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
12
<PAGE>
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. Camping
World also markets emergency road service and vehicle insurance products
similar to the products offered by AGI. 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 over 8,000 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 11% to 12% of Camping World's total purchases during
the last two fiscal years.
MAIL ORDER OPERATIONS
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.
Camping World initiated its mail order operations in 1967. Camping World
currently has a proprietary mailing list of approximately 2.0 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 addition, Camping World rents
mailing lists of RV owners from third parties.
During 1997, Camping World distributed 10.9 million catalogs, of which 9.4
million were mailed in 14 separate mailings, and the remaining 1.5 million
catalogs were distributed in supercenters, at campgrounds, by request and as
package inserts. In 1997, Camping World processed approximately 484,000 catalog
orders at an average net order size of $80, excluding postage and handling
charges. The average net order size has increased 8.4% since 1993. Camping World
distributes eight major high quality, full color catalogs each year: master,
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.
13
<PAGE>
MARKETING
Club memberships and related products and services are the result of direct
marketing efforts by the Company. Direct response promotions include direct
mail, target marketing inserts, advertisements, promotional events and
telemarketing. Direct response marketing efforts account for approximately 70%
of new enrollments with the remaining 30% derived from miscellaneous 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.
OPERATIONS
MEMBER SERVICES AND PUBLICATIONS
The Company's member service operations are located in Denver, Colorado. 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 market products and services to existing and potential club
members in response to telephone inquiries. On average, the member service
department processes approximately 5,000 telephone inquiries daily. The Company
expects to increase sales through better management of its member service
operations coupled with greater efficiency in its telemarketing efforts.
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 18,000
to 36,000 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 which 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 and shipment 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
14
<PAGE>
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. Camping World plans to open two
new supercenters in 1998.
The aggregate cost to construct and open an 18,000 square foot supercenter (the
anticipated typical size of new supercenters) is estimated to be $2,750,000. It
typically takes six months to complete construction of a store. Camping World
has generally funded construction with internally generated funds and has
subsequently entered into sale-leaseback transactions to obtain long-term
financing.
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 which 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 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 has installed a new computer system and plans
to integrate all of its computerized functions over the next three years.
Recently, Camping World upgraded its point-of-sale system to sell President's
Club memberships and renewals at the check-out register and to capture names of
prospective club members.
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 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.
The Company has recognized the need to ensure that its computer operations and
operating systems will not be adversely affected by the upcoming calendar Year
2000 and is cognizant of the time sensitive nature of the problem. The Company
has assessed how it may be impacted by the Year 2000 and has formulated and
commenced implementation of a comprehensive plan to address known issues as they
relate to its information systems. The plan, as it relates to information
systems, involves a combination of software modification, upgrades and
replacement. The Company estimates that the cost of Year 2000 compliance for its
information systems will not have a material adverse effect on the future
consolidated results of operations of the Company. The Company is not yet able
to estimate the cost for Year 2000 compliance with respect to
15
<PAGE>
subcontracted production systems, products, customers and suppliers; however,
based on a preliminary review, management does not expect that such costs
will have a material adverse effect on the future consolidated results of
operations of the Company.
REGULATION
The Company's operations are subject to varying degrees of federal, state and
local regulation. Specifically, the Company's outbound telemarketing, direct
mail, emergency road service program, insurance and banking activities are
currently subject to 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, 1997, the Company had 1,243 full-time and 209 part-time or
seasonal employees, including 10 executives, 806 employees in retail operations,
397 employees in administrative and club operations, 183 employees in publishing
and advertising sales, 17 employees in resort services and 39 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.
ITEM 2: PROPERTIES
In 1995, the Company moved its corporate headquarters, which includes marketing,
accounting and editorial functions from Camarillo, California to a 74,100 square
foot office in Ventura, California leased through July 2005 from an affiliate of
the Company. The previously occupied 49,500 square feet of office space in
Camarillo, California is under a lease expiring in 1998.
16
<PAGE>
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.
<TABLE>
<CAPTION>
SQUARE ACRES OWNED/ LEASE
FEET LEASED EXPIRATION
CORPORATE HEADQUARTERS: ---------- ----- ------------ ----------
<S> <C> <C> <C> <C>
Ventura, CA 74,100 Leased 2005
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).
Tallahassee, Florida 3,000 Leased 1998
Seattle, Washington 672 Leased 1998
Elkhart, Indiana 4,076 Leased 1998
Lake Forest, Illinois 20,000 Leased 2000
Minnetonka, Minnesota 12,186 Leased 1998
Greenville, Michigan 2,000 Leased 2000
San Francisco, California (Affinity Bank) 2,485 Leased 2003
DISTRIBUTION CENTERS:
Bowling Green, Kentucky 104,000 6.780 Leased 2010
Bakersfield, California (includes a 1,800 square foot retail 81,500 8.430 Owned -
showroom)
CAMPING WORLD SUPERCENTER LOCATIONS:
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 Leased 2036
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
Las Vegas, NV.......................................................... 25,850 4.400 Leased 2025
Brunswick, OH.......................................................... 23,233 4.087 Leased 2038
</TABLE>
17
<PAGE>
CAMPING WORLD SUPERCENTER LOCATIONS: (Continued)
<TABLE>
<CAPTION>
SQUARE ACRES OWNED/ LEASE
FEET LEASED EXPIRATION
------- ----- ------------ ----------
<S> <C> <C> <C> <C>
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
Mission, TX............................................................ 23,094 3.430 Leased 2015
Salt Lake City, UT..................................................... 27,675 8.031 Leased 2026
Fife, WA............................................................... 35,659 5.840 Leased 2032
</TABLE>
In addition, the Company leases a research facility of approximately 8,000
square feet on 60 acres in Wisconsin 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 Company and all other
defendants believe that such litigation will not have a material adverse effect
on the Company.
On February 7, 1997 Affinity Group Plans, Inc. (an entity not affiliated with
AGI) and National Alliance Insurance Company filed a complaint in the United
Stated District Court for the Eastern District of Missouri against Camping
World, Inc., a subsidiary of the Company, and two of the directors of the
Company seeking damages in excess of $125 million (and punitive damages of a
like amount) alleging breaches of contract, misrepresentations, misappropriation
of information and breaches of fiduciary duty in connection with the Company's
preliminary discussions with AGI to sell certain assets of the Company
(excluding insurance marketing arrangements and related assets in which the
plaintiffs have an interest). This complaint was withdrawn, without prejudice.
ITEM 4: SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None.
18
<PAGE>
PART II
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Not Applicable
19
<PAGE>
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. Certain reclassifications of prior year amounts have been made to
conform to the current presentation. 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.
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------
(DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA: 1997 1996 1995 1994 1993
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Membership services $ 117,839 $ 100,434 $ 100,947 $ 92,702 $ 86,405
Publications 53,891 39,545 38,290 36,084 29,224
Merchandise 132,953 --- --- --- ---
--------------------------------------------------------------------------
304,683 139,979 139,237 128,786 115,629
COSTS APPLICABLE TO REVENUES:
Membership services 68,417 58,338 55,997 53,220 47,752
Publications 36,554 28,236 27,906 25,723 22,156
Merchandise 90,378 --- --- --- ---
--------------------------------------------------------------------------
195,349 86,574 83,903 78,943 69,908
GROSS PROFIT 109,334 53,405 55,334 49,843 45,721
OPERATING EXPENSES:
Selling, general and administrative 57,433 16,326 18,376 13,615 13,113
Depreciation and amortization 13,653 8,340 9,013 11,020 11,396
Provision for litigation and management --- --- --- --- 1,531
restructure charges, net
--------------------------------------------------------------------------
71,086 24,666 27,389 24,635 26,040
--------------------------------------------------------------------------
INCOME FROM OPERATIONS 38,248 28,739 27,945 25,208 19,681
NON-OPERATING ITEMS:
Interest expense, net (16,306) (16,518) (16,433) (16,716) (13,111)
Interest expense - warrants --- --- --- --- (6,990)
Other non-operating income (expense), net 218 (996) (1,579) (811) (550)
--------------------------------------------------------------------------
(16,088) (17,514) (18,012) (17,527) (20,651)
--------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND EXTRA-
ORDINARY ITEM 22,160 11,225 9,933 7,681 (970)
INCOME TAX (EXPENSE) BENEFIT (10,820) (6,144) (5,047) 13,255 1,970
--------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS 11,340 5,081 4,886 20,936 1,000
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations, net
of applicable deferred income taxes --- (686) 430 265 ---
Loss on disposal, net of applicable deferred
income tax benefit (294) (5,866) --- --- ---
--------------------------------------------------------------------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 11,046 (1,471) 5,316 21,201 1,000
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, less
applicable current income tax benefit (239) --- --- (1,277) (6,650)
--------------------------------------------------------------------------
NET INCOME (LOSS) $ 10,807 $ (1,471) 5,316 $ 19,924 $ (5,650)
==========================================================================
</TABLE>
20
<PAGE>
SELECTED FINANCIAL DATA (CONTINUED)
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
--------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data (at period end):
Working capital (deficiency) (1) $ (21,547) $ (13,444) $ (4,265) $ (4,122) $ (3,105)
Total assets 428,064 184,128 197,699 180,790 166,620
Deferred revenues (2) 79,572 70,113 68,702 67,448 67,236
Total debt 153,861 147,375 164,496 157,270 160,643
Total stockholder's equity (deficit) 60,007 (79,434) (77,963) (74,279) (89,072)
</TABLE>
- -----------------
(1) Includes customer deposits recorded as current liabilities by Affinity Bank
at December 31, 1997, 1996 and 1995 of $74.5 million, $15.0 million and $11.0
million, 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 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.
21
<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following tables set forth the components of the statement of operations for
the years ended December 31, 1997, 1996, and 1995 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, publications, including
subscriptions and advertising, and merchandise sales. In the fourth quarter of
1996, the Company adopted a plan to dispose of the operations of the National
Association for Female Executives ("NAFE") club which was acquired in 1994 and
disposed of in August 1997. The "Management's Discussion and Analysis of
Financial Condition and Results of Operations" discussion below excludes the
operations of NAFE since it has been classified as a discontinued operation.
During the three years ended December 31,1997, the Company completed five
acquisitions: (i) Affinity Insurance Group, Inc. ("AINS"), an insurance company
domiciled in the state of Colorado, in June 1995, (ii) Affinity Bank ("AB"), a
thrift and loan company based in California, in October 1995, (iii) Ehlert
Publishing companies ("Ehlert"), a specialty publisher of sports and recreation
magazines, in March 1997, (iv) Camping World, Inc. ("Camping World"), a national
specialty retailer of merchandise and services for RV owners in April 1997, and
(v) Rapid Response emergency road service contracts in August 1997.
22
<PAGE>
AFFINITY GROUP, INC. AND SUBSIDIARIES
TABLE FOR PERCENTAGE COMPARISONS OF TOTAL REVENUES
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE INCREASE
TOTAL REVENUES (DECREASE)
-------------- ----------
Year 1997 Year 1996
1997 1996 1995 over 1996 over 1995
--------------------------------------- ------------------------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Membership services 38.7% 71.7% 72.5% 17.3% (0.5%)
Publications 17.7% 28.3% 27.5% 36.3% 3.3%
Merchandise 43.6% --- --- --- ---
--------------------------------------- ------------------------------
100.0% 100.0% 100.0% 117.7% 0.5%
COSTS APPLICABLE TO REVENUES:
Membership services 22.5% 41.6% 40.2% 17.3% 4.2%
Publications 12.0% 20.2% 20.0% 29.5% 1.2%
Merchandise 29.6% --- --- --- ---
--------------------------------------- ------------------------------
64.1% 61.8% 60.2% 125.6% 3.2%
--------------------------------------- ------------------------------
GROSS PROFIT 35.9% 38.2% 39.8% 104.7% (3.5%)
OPERATING EXPENSES:
Selling, general and administrative 18.9% 11.7% 13.2% 251.8% (11.2%)
Depreciation and amortization 4.4% 6.0% 6.5% 63.7% (7.5%)
--------------------------------------- ------------------------------
23.3% 17.7% 19.7% 188.2% (9.9%)
--------------------------------------- ------------------------------
INCOME FROM OPERATIONS 12.6% 20.5% 20.1% 33.1% 2.8%
NON-OPERATING ITEMS:
Interest expense, net (5.4%) (11.8%) (11.8%) (1.3%) 0.5%
Other non-operating income (expense), net 0.1% (0.7%) (1.2%) --- (36.9%)
--------------------------------------- ------------------------------
(5.3%) (12.5%) (13.0%) (8.1%) (2.8%)
--------------------------------------- ------------------------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND EXTRAORDINARY
ITEM 7.3% 8.0% 7.1% 97.4% 13.0%
INCOME TAX EXPENSE (3.6%) (4.4%) (3.6%) 76.1% 21.7%
--------------------------------------- ------------------------------
INCOME FROM CONTINUING OPERATIONS 3.7% 3.6% 3.5% 123.2% 4.0%
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations, net
of applicable deferred income taxes --- (0.5%) 0.3% (100.0%) (259.5%)
Loss on disposal, net of applicable deferred
tax benefit (0.1%) (4.2%) --- (95.0%) ---
--------------------------------------- ------------------------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 3.6% (1.1%) 3.8% (850.9%) (127.7%)
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, less applic-
able current income tax benefit (0.1%) --- --- --- ---
--------------------------------------- ------------------------------
NET INCOME (LOSS) 3.5% (1.1%) 3.8% (834.7%) (127.7%)
======================================= ==============================
</TABLE>
23
<PAGE>
Year Ended December 31, 1997 Compared with Year Ended December 31, 1996
REVENUES
Revenues of $304.7 million for 1997 increased by approximately $164.7 million or
117.7% from the comparable period in 1996. Excluding the Ehlert operations
acquired March 1997 and the Camping World operations acquired April 1997,
revenues were $149.9 million for 1997 compared to $140.0 million for the
comparable period in 1996, a 7.1% increase.
Membership services revenues for 1997 of $117.8 million increased by
approximately $17.4 million or 17.3% compared to $100.4 million for 1996.
Excluding the Camping World membership services operations, 1997 membership
services revenue of $108.9 million increased $8.4 million compared to 1996. This
increase is largely attributable to a $3.8 million increase in fee income
generated from the sales of vehicle insurance policies, $2.7 million increase in
revenues from the extended vehicle warranty programs, a $2.6 million increase in
financial and insurance services revenue and a $1.3 million increase from the
Rapid Response emergency road service programs. These increases were partially
offset by (i) a net decrease in club membership revenue of $1.5 million,
comprised primarily of a $2.2 million decrease associated with reduced Coast to
Coast Club enrollment and a $0.8 million increase in Good Sam Club membership,
and (ii) a $0.5 million decrease in member event revenue.
Publications revenues for 1997 of $53.9 million increased 36.3% from $39.5
million for 1996. This $14.3 million revenue increase was primarily due to $12.8
million in additional revenue from the acquisition of Ehlert Publishing. The
remaining increase is due to (i) $0.5 million as a result of additional issues
of Woodalls Specials and ROADS TO ADVENTURE, (ii) $0.5 million in additional
TRAILER LIFE magazine advertising revenue, and (iii) $0.5 million in increased
book and directory sales.
Merchandise revenue of $133.0 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, 1996, merchandise revenue for 1997 increased $6.9 million
or 4.6%. This increase was principally attributable to a $3.5 million increase
in retail showroom sales and a $3.4 million increase in mail order sales.
COSTS APPLICABLE TO REVENUES
Costs applicable to revenues totaled $195.3 million in 1997, an increase of
$108.8 million or 125.6% over 1996. Excluding the Ehlert and Camping World
operations acquired in 1997, costs applicable to revenues increased $7.1 million
for 1997 compared to 1996, an 8.2% increase.
Membership services costs and expenses increased by approximately $10.1
million or 17.3% to $68.4 million for 1997 compared to $58.3 million in 1996.
Excluding the Camping World acquisition, membership services costs increased
$6.9 million to $65.2 million. This increase was primarily the result of
increased expenses of $3.3 million associated with financial and insurance
services, $1.7 million increase in marketing expenses associated with the new
credit card program introduced in the fourth quarter of 1996, $1.9 million
increase for emergency road service claims and marketing expenses, of which
$1.0 million relates to the operations of the Rapid Response acquisition.
Publication costs and expenses of $36.6 million for 1997 increased $8.3 million
or 29.5% compared to 1996. Excluding the Ehlert operations, costs increased $0.2
million to $28.4 million in 1997. Paper cost decreases realized in 1997 as a
result of a re-negotiated paper contract were more than offset by increases
associated with additional issues of ROADS TO ADVENTURE and Woodall Specials
and increased book marketing and fulfillment costs.
24
<PAGE>
Merchandise costs applicable to revenues of $90.4 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, 1996, merchandise costs for 1997
increased $6.2 million or 5.7%. In addition to the corresponding $5.0 million
increase attributable to the increase in merchandise sales, the gross profit
margin on merchandise sales decreased by $1.2 million or 0.8%.
OPERATING EXPENSES
Selling, general and administrative expenses of $57.4 million for 1997 were
$41.1 million over 1996. Excluding Ehlert and Camping World operations, general
and administrative expenses increased $2.2 million largely attributed to
recording $2.3 million of deferred executive compensation in 1997. Depreciation
and amortization expenses of $13.7 million were $5.3 million over 1996. This
increase was primarily due to depreciation and amortization of fixed assets and
intangibles attributable to the Ehlert and Camping World acquisitions.
INCOME FROM OPERATIONS
Income from operations of $38.2 million for 1997 increased by $9.5 million or
33.1% compared to 1996. This was primarily due to $9.3 million of income from
operations generated by the Ehlert and Camping World acquisitions, $1.6 million
gross profit increase from membership services, $1.3 million gross profit from
publications which were partially offset by a $2.7 million increase in operating
expenses.
NON-OPERATING ITEMS
Non-operating items for 1997 were $16.1 million compared to $17.5 million for
1996. The decrease is primarily due to the absence of the management
restructuring charges incurred in 1996.
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EXTRAORDINARY ITEM
Income from continuing operations before income taxes and extraordinary item in
1997 was $22.2 million compared to $11.2 million for 1996. This increase was due
to the increase in income from operations from the Ehlert and Camping World
acquisitions, and an increase in gross profit from membership services and
publications, offset by increases in operating expenses.
INCOME TAXES
Income taxes for 1997 of $10.8 million increased $4.7 million from 1996 as a
result of higher pre-tax income. The effective income tax rates in both 1997 and
1996 are higher than statutory rates due primarily to the amortization of
non-deductible goodwill.
INCOME FROM CONTINUING OPERATIONS
Income from continuing operations for 1997 was $11.3 million compared to $5.1
million for 1996. This increase was due to the increase in income from
operations, as noted above, offset by an increase in income tax expense.
DISCONTINUED OPERATIONS
As further described in Note 18 to the consolidated financial statements, the
Company adopted a plan to dispose of the assets of NAFE in the fourth quarter of
1996. Additional losses of $0.3 million, net of taxes, were recognized in 1997
to finalize the disposal of the NAFE operations.
25
<PAGE>
EXTRAORDINARY ITEM
The Company refinanced its senior term and revolving credit facilities in April
1997. As a result, the Company incurred a write-off of unamortized financing
costs of $0.2 million, net of tax.
NET INCOME (LOSS)
Net income for 1997 was $10.8 million compared to a net loss of $1.5 million for
1996. This $12.3 million difference resulted primarily from $9.5 million of
income from operations noted above, $1.4 million decrease in non-operating
expenses, and a $6.1 million decrease in loss from discontinued operations and
extraordinary item, offset by a $4.7 million increase in income taxes.
Year Ended December 31, 1996 Compared with Year Ended December 31, 1995
REVENUES
Revenues for 1996 of $140.0 million increased slightly from $139.2 million for
1995 due to a $1.2 million increase in publications revenues partially offset by
a $0.5 million decrease in membership services revenues. Excluding the AB and
AINS operations acquired in October and June of 1995, respectively, revenues
were $138.9 million in 1996 compared to $139.0 million in 1995.
Membership services revenues for 1996 of $100.4 million decreased slightly from
$100.9 million for 1995. The $0.5 million decrease in membership services
revenues resulted primarily from $0.8 million in additional revenues from the
financial services operations of AB and AINS which were acquired in 1995 and a
$1.3 million increase in RV financing and extended vehicle program income, which
were offset by a net decrease of $0.9 million in club membership revenues due
primarily to reduced membership enrollment in the Coast to Coast clubs and a
$1.6 million net decrease in marketing and commission fee income largely
composed of a decrease in the emergency road service program income.
Publications revenues for 1996 of $39.5 million increased 3.3% from $38.3
million for 1995. This increase was primarily due to higher advertising income
associated with higher advertising lineage and advertising rates.
COSTS APPLICABLE TO REVENUES
Costs applicable to revenues (membership services and publications expenses) for
1996 were $86.6 million or 61.8% of revenues compared to $83.9 million or 60.3%
of revenues for 1995. Excluding the AB and AINS operations acquired in 1995,
costs applicable to revenues were $84.0 million or 60.5% of revenues for 1996
compared to $83.3 million or 59.9% of revenues for 1995. Costs associated with
operations acquired in 1995 contributed $2.0 million of the $2.7 million overall
increase. The balance of the increase related to increased expenses associated
with the development of an Internet web site, the introduction of a new member
credit card and higher club development, membership service and marketing costs.
Such increases were only partially offset by savings from the discontinuance of
a direct mail catalog in 1996, a reduction in marketing expense for the VIP
program and reduced membership enrollment expense in the Coast to Coast clubs.
OPERATING EXPENSES
Operating expenses for 1996 of $24.7 million or 17.6% of revenues decreased by
$2.7 million or 9.9% from $27.4 million. The $2.7 million decrease in operating
expenses was attributed to recording no phantom stock expense in 1996, a net
decrease in other administrative costs as well as lower amortization expenses as
certain customer lists and other intangibles were amortized in full in 1995.
26
<PAGE>
INCOME FROM OPERATIONS
Income from operations of $28.7 million or 20.5% of revenues for 1996 increased
by $0.8 million or 2.8% compared to $27.9 million for 1995. Excluding the
operations of AB and AINS which were acquired in 1995, income from operations of
$30.4 million or 21.9% of revenues for 1996 increased by $2.1 million or 7.4%
compared to $28.3 million or 20.3% of revenues for 1995. The improvement in
operating income excluding operations acquired in 1995 is primarily a result of
lower operating expenses as discussed above.
NON-OPERATING ITEMS
Non-operating items for 1996 were $17.5 million compared to $18.0 million for
1995. The decrease is primarily due to non-recurring expenses in the amount of a
$1.0 million provision for management restructuring charges in 1996 compared to
a $1.2 million facility relocation expense and a $0.4 million loss on sale of
assets in 1995. The slight increase in interest expense resulted from higher
average borrowings which were largely offset by lower interest rates.
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
Income from continuing operations before income taxes for 1996 was $11.2 million
compared to $9.9 million for 1995. The increase was primarily due to lower
operating expenses as discussed above which were only partially offset by costs
associated with AB and AINS which were acquired in 1995.
INCOME TAXES
Income taxes for 1996 increased by $1.1 million to $6.1 million from $5.0
million in 1995 as a result of higher pre-tax income. The effective income tax
rate in both 1996 and 1995 is higher than statutory rates due primarily to the
amortization of non-deductible goodwill.
INCOME FROM CONTINUING OPERATIONS
Income from continuing operations for 1996 was $5.1 million compared to $4.9
million for 1995. The increase was primarily due to lower operating expenses
which were only partially offset by costs associated with AB and AINS which were
acquired in 1995.
DISCONTINUED OPERATIONS
As further described in Note 18 to the consolidated financial statements, the
Company adopted a plan to dispose of the assets of NAFE in the fourth quarter of
1996. Aggregate losses of $6.6 million, net of taxes, were recognized in 1996
from such discontinued operations. The loss from NAFE in 1996 resulted from a
27% decrease in membership revenues in 1996 compared to 1995 while the
percentage of costs applicable to revenues increased in 1996 compared to 1995.
NET INCOME (LOSS)
Net loss for 1996 was $1.5 million compared to net income of $5.3 million for
1995. This $6.8 million difference resulted from a $1.7 million decrease in
gross profit from club membership services, a $1.1 million decrease in gross
profit for AB and AINS, a $1.1 million increase in income taxes and a $7.0
million increase in the loss from NAFE. These losses were partially offset by a
$0.9 million increase in gross profit from publications and a $3.2 million
decrease in operating and non-operating expenses.
27
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997 the Company's senior and subordinated debt totaled $153.9
million compared to $145.1 million at December 31, 1996.
Cash, cash equivalents and investments totaled $46.6 million at December 31,
1997 compared to $4.8 million at December 31, 1996. Included in the December 31,
1997 cash, cash equivalents and investments is $42.5 million which is restricted
for use by AB and AINS subsidiaries. The assets of AB and AINS are subject to
regulatory restrictions on dividends or other distributions to the Company and
are unavailable to reduce Company debt. In addition, both AB and AINS, although
required to be consolidated with the Company, are recognized as "unrestricted"
or non-guarantying subsidiaries as defined in the senior credit facility, as
discussed further below, and AB only is "unrestricted" under the terms of the
11.5% senior subordinated notes of the Company.
Both AB and AINS are subject to regulatory guidelines which, among other things,
stipulate the minimum capital requirements for each entity based on certain
operating ratios. To maintain those ratios the Company contributed $10.5 million
and $1.0 million of capital to AB and AINS during 1997, respectively. It is
anticipated that additional capital contributions of $1.0 million will be made
to AB during 1998.
On March 6, 1997, the Company acquired the stock of Ehlert for $22.4 million, of
which $20.9 million was paid in cash at closing. In addition, a $1.5 million
note was issued by Affinity Group Holding, Inc. ("AGHI"), the Companys' parent,
to the seller, of which $1.0 million was repaid in April 1997. The balance of
the note is payable on March 6, 1999, together with interest at 5% per annum. In
addition, John Ehlert, the founder and principal stockholder of Ehlert, entered
into a non-competition agreement for $0.2 million. The purchase price of Ehlert
was funded primarily through borrowings under the Company's senior credit
facility and a $6.5 million capital contribution to the Company from AGHI ($5.0
million of the capital contribution was in cash).
On April 2, 1997, the Company acquired the stock of Camping World for $108.0
million in cash, including $19.0 million for non-competition and consulting
agreements with certain Camping World executives. In addition, AGHI entered into
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. The purchase price of
Camping World was funded through cash capital contributions of $119.5 million to
the Company from AGHI (consisting of the net proceeds from the April 2, 1997
issuance by AGHI of $130.0 million in 11% senior notes due 2007, net of expenses
and repayments of approximately $7.5 million of AGHI's debt) together with
borrowings under the Company's new $75.0 million senior credit facility
(discussed below).
The new $75.0 million senior credit facility provides a term loan of $30.0
million (reducing in quarterly principal installments of $1.5 million) and a
$45.0 million revolving credit line. The interest on borrowings under the senior
credit 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
0.75% to 2.75% over the stated rates. The Company also pays a commitment fee of
0.5% per annum on the unused amount of the revolving credit line. The senior
credit facility is secured by a security interest in the assets of the Company
and its subsidiaries and a pledge of the stock of the Company and its
subsidiaries. At December 31, 1997, $7.4 million was outstanding under the $45.0
million revolving credit line.
The AGI Indenture limits borrowings under the AGI Senior Credit Facility to 150%
of AGI's consolidated cash flow (as defined) for the preceding four fiscal
quarters. For the purposes of this calculation, the results of Camping World and
Ehlert are only included for periods after their acquisition. As of December 31,
1997, permitted borrowings under the undrawn revolving line of the AGI Senior
Credit Facility were $45.0 million.
28
<PAGE>
The new senior credit facility and indenture allow for, among other things, the
distribution of payments by the Company to AGHI to service income tax
obligations, the semi-annual interest due on the AGHI 11% $130.0 million senior
notes and the annual amounts due under the Camping World Management Incentive
Agreements. Such distributions are subject to the Company'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.
During the year ended December 31, 1997, payments under the terms of several
phantom stock agreements totaled $0.6 million. Additional phantom stock payments
of $2.0 million are scheduled to be made over the next twelve months.
Capital expenditures for 1997 totaled $4.7 million compared to capital
expenditures of $1.7 million during the same period in 1996. Capital
expenditures are anticipated to be approximately $5.0 million for 1998,
primarily for the addition of two CW supercenters, and continued enhancements to
membership marketing databases, inbound and outbound tele-communications, and
computer software and hardware, some related to the Year 2000 compliance.
Regarding the Year 2000 compliance issue for information systems, the Company
has recognized the need to ensure that its computer operations and operating
systems will not be adversely affected by the upcoming calendar Year 2000 and
is cognizant of the time sensitive nature of the problem. The Company has
assessed how it may be impacted by Year 2000 and has formulated and commenced
implementation of a comprehensive plan to address known issues as they relate
to its information systems. The plan, as it relates to information systems,
involves a combination of software modification, upgrades and replacement.
The Company preliminarily estimates that the cost of Year 2000 compliance for
its information systems will be in the range of $1.0 to $1.5 million and all
necessary modifications will be completed by the first quarter of 1999. The
Company is not yet able to estimate the cost of Year 2000 compliance with
respect to subcontracted production systems, products, customers and
suppliers; however, based on a preliminary review, management does not expect
that such costs will have a material adverse effect on the future
consolidated results of operations of the Company.
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.
29
<PAGE>
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," "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 (including the
acquisitions of Camping World, Inc. and the Ehlert Publishing companies), 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.
30
<PAGE>
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report 32
Consolidated Balance Sheets as of December 31, 1997 and 1996 33
Consolidated Statements of Operations for the years ended 34
December 31, 1997, 1996 and 1995
Consolidated Statements of Stockholder's Equity (Deficit) for the years 35
ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the years ended 36
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements 37
Schedule II - Valuation and Qualifying Accounts 50
</TABLE>
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.
31
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Affinity Group, Inc. and subsidiaries
We have audited the accompanying consolidated balance sheets of Affinity Group,
Inc. and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, stockholder's equity (deficit), and cash
flows for each of the three years in the period ended December 31, 1997. Our
audits also included the financial statement schedule listed in the index at
Item 8. 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Affinity Group, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedule, when considered in
relation to the basic 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
32
<PAGE>
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996 (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
---------------- ----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 43,978 $ 4,278
Investments 2,590 499
Accounts receivable, less allowance for doubtful accounts
of $731 in 1997 and $1,081 in 1996 25,802 14,812
Inventories 30,283 2,473
Prepaid expenses and other assets 11,089 6,052
Deferred tax asset - current - 2,228
---------------- ----------------
Total current assets 113,742 30,342
PROPERTY AND EQUIPMENT 51,559 10,550
LOANS RECEIVABLE 44,973 13,134
INTANGIBLE ASSETS 201,758 109,065
DEFERRED TAX ASSET 8,545 13,516
RESTRICTED INVESTMENTS 2,096 2,137
OTHER ASSETS 5,391 4,411
NET LONG-TERM ASSETS OF DISCONTINUED OPERATIONS - 973
---------------- ----------------
$ 428,064 $ 184,128
================ ================
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 16,334 $ 4,517
Accrued interest 3,026 2,966
Accrued taxes 9,639 -
Accrued liabilities 23,498 14,516
Customer deposits 74,528 14,979
Deferred tax liability - current 2,132 -
Current portion of long-term debt 6,132 5,344
Net current liabilities of discontinued operations - 1,464
---------------- ----------------
Total current liabilities 135,289 43,786
DEFERRED REVENUES 79,572 70,113
LONG-TERM DEBT 147,729 142,031
OTHER LONG-TERM LIABILITIES 5,467 7,632
COMMITMENTS AND CONTINGENCIES - -
---------------- ----------------
368,057 263,562
---------------- ----------------
STOCKHOLDER'S EQUITY (DEFICIT):
Preferred stock, $.001 par value, 1,000 shares authorized,
none issued or outstanding - -
Common stock, $.001 par value, 2,000 shares authorized,
2,000 shares issued and outstanding 1 1
Additional paid-in capital 151,462 12,021
Accumulated deficit (91,456) (91,456)
---------------- ----------------
Total stockholder's equity (deficit) 60,007 (79,434)
---------------- ----------------
$ 428,064 $ 184,128
================ ================
See notes to consolidated financial statements.
</TABLE>
33
<PAGE>
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 (IN THOUSANDS)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
--------------- --------------- ----------------
<S> <C> <C> <C>
REVENUES:
Membership services $ 117,839 $ 100,434 $ 100,947
Publications 53,891 39,545 38,290
Merchandise 132,953 --- ---
--------------- --------------- ----------------
304,683 139,979 139,237
COSTS APPLICABLE TO REVENUES:
Membership services 68,417 58,338 55,997
Publications 36,554 28,236 27,906
Merchandise 90,378 --- ---
--------------- --------------- ----------------
195,349 86,574 83,903
GROSS PROFIT 109,334 53,405 55,334
OPERATING EXPENSES:
Selling, general and administrative 57,433 16,326 18,376
Depreciation and amortization 13,653 8,340 9,013
--------------- --------------- ----------------
71,086 24,666 27,389
--------------- --------------- ----------------
INCOME FROM OPERATIONS 38,248 28,739 27,945
NON-OPERATING ITEMS:
Interest expense, net (16,306) (16,518) (16,433)
Other non-operating income (expense), net 218 (996) (1,579)
--------------- --------------- ----------------
(16,088) (17,514) (18,012)
--------------- --------------- ----------------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND EXTRAORDINARY ITEM 22,160 11,225 9,933
INCOME TAX EXPENSE (10,820) (6,144) (5,047)
--------------- --------------- ----------------
INCOME FROM CONTINUING OPERATIONS 11,340 5,081 4,886
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations, net of
applicable deferred income tax benefits of $384 in 1996
and deferred income tax expense of $264 in 1995 - (686) 430
Loss on disposal, net of applicable deferred income
tax benefits of $176 and $1,060 in 1997 and 1996,
respectively (294) (5,866) -
--------------- --------------- ----------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 11,046 (1,471) 5,316
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, less applic-
able current income tax benefit of $147 (239) - -
--------------- --------------- ----------------
NET INCOME (LOSS) $10,807 ($1,471) $5,316
=============== =============== ================
</TABLE>
See notes to consolidated financial statements.
34
<PAGE>
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS EXCEPT NUMBER OF SHARES)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock Additional
------------------------ Paid-in Accumulated
Shares Amount Capital Deficit Total
------------ ---------- -------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
BALANCES AT JANUARY 1, 1995 2,000 $1 $15,705 ($89,985) ($74,279)
Dividends (3,684) (5,316) (9,000)
Net income 5,316 5,316
------------ ---------- -------------- ----------------- ----------------
BALANCES AT DECEMBER 31, 1995 2,000 1 12,021 (89,985) (77,963)
Net loss (1,471) (1,471)
------------ ---------- -------------- ----------------- ----------------
BALANCES AT DECEMBER 31, 1996 2,000 1 12,021 (91,456) (79,434)
Contribution From Parent 142,744 142,744
Dividends (3,303) (10,807) (14,110)
Net income 10,807 10,807
------------ ---------- -------------- ----------------- ----------------
BALANCES AT DECEMBER 31, 1997 2,000 $1 $151,462 ($91,456) $60,007
============ ========== ============== ================= ================
</TABLE>
See notes to consolidated financial statements.
35
<PAGE>
AFFINITY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 (IN THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
----------------- --------------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $10,807 ($1,471) $ 5,316
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Deferred tax provision 1,653 2,023 4,990
Depreciation and amortization 13,653 8,340 9,013
Provision for losses on accounts receivable 90 278 548
Provision for estimated loss on disposal of NAFE - 6,926 -
Deferred compensation 2,300 - 1,000
(Gain) loss on disposal of property and equipment (6) 1 (48)
Loss on lease abandonment - - 1,228
Write-off of leasehold improvements - - 400
Extraordinary item - loss on early extinguishment of debt 386 - -
Changes in operating assets and liabilities (net of purchased
businesses):
Accounts receivable (6,904) (36) (4,810)
Inventories 3,612 1,400 (512)
Prepaids and other assets (2,738) (557) (419)
Long-term lease prepayment - - (1,679)
Accounts payable (11,946) 91 634
Accrued and other liabilities 4,605 (1,307) (2,375)
Deferred revenues 5,094 1,411 1,254
Net assets and liabilities of discontinued operations (491) (706) (817)
----------------- --------------- --------------
Net cash provided by operating activities 20,115 16,393 13,723
----------------- --------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,698) (1,743) (4,713)
Proceeds from sale of property and equipment 46 2 263
Net changes in intangible assets (6,148) (437) 30
Net changes in investments (2,050) 893 -
Net changes in loans receivable (31,839) (4,660) 893
Purchase of investments - - (3,529)
Purchase of Ehlert Publishing Group, Inc. (20,889) - -
Purchase of Camping World, Inc., net of cash acquired (97,418) - -
Purchase of Affinity Thrift and Loan, net of cash acquired - - 1,854
Purchase of Affinity Insurance Group, Inc. - - (356)
Note receivable from affiliate - 3,113 (3,113)
----------------- --------------- --------------
Net cash used in investing activities (162,996) (2,832) (8,671)
----------------- --------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contribution from Parent 131,244 - -
Net change in customer deposits 59,549 4,005 -
Dividends paid (14,110) - (9,000)
Borrowings on long-term debt 73,080 34,200 125,046
Principal payments of long-term debt (67,182) (51,321) (117,820)
----------------- --------------- --------------
Net cash provided by (used in) financing activities 182,581 (13,116) (1,774)
----------------- --------------- --------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 39,700 445 3,278
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,278 3,833 555
----------------- --------------- --------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 43,978 $ 4,278 $ 3,833
================= =============== ==============
See notes to consolidated financial statements.
</TABLE>
36
<PAGE>
AFFINITY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
- -------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of Affinity Group, Inc. ("AGI"), and its
subsidiaries (collectively the Company). AGI is a wholly-owned
subsidiary of Affinity Group Holding, Inc. ("AGHI"), a privately-owned
corporation. AGHI is a wholly-owned subsidiary of AGI Holding
Corporation ("AGHC"), a privately-owned corporation. All significant
intercompany transactions and balances have been eliminated. Certain
reclassifications of prior year amounts have been made to conform to the
current presentation.
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,
camping and golf enthusiasts. The Company also publishes magazines,
directories and books. In connection with the acquisition of Camping
World (see Note 2), the Company now offers a full array of merchandise
and services for RV owners through retail supercenters and mail order
operations. Further, through the acquisitions of Affinity Bank and
Affinity Insurance Group, Inc. in 1995 (see Note 2), the Company offers
certain banking services and the underwriting of property and casualty
insurance for its members and others in the states in which it is
licensed to do business.
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.
INVENTORIES - Inventories are valued at the lower of cost (generally
last-in, first-out) or market. Inventories consist of books, paper, and
retail travel and leisure 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:
<TABLE>
<CAPTION>
Years
-----
<S> <C>
Buildings and improvements 3-31
Furniture and equipment 3-12
Software 3-5
</TABLE>
Leasehold improvements, included in buildings and improvements, are
amortized over the lives of the respective leases.
LOANS RECEIVABLE - Loans Receivable were acquired as part of
Affinity Bank (see Note 2). In accordance with purchase accounting
rules, the loans were recorded at their fair value, $9,367,000. The
37
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
adjustment for fair value is being amortized using the interest method
over the weighted average term to maturity of the affected loans, 16
years.
INTANGIBLE ASSETS- Intangible assets are amortized over the following
lives:
<TABLE>
<CAPTION>
Years
-----
<S> <C>
Goodwill 40
Membership and customer lists 3-10
Resort and golf course agreements 4
Noncompete and deferred consulting agreements 3-15
Organizational costs 5
</TABLE>
Deferred financing costs are amortized over the lives of the related
debt agreements.
IMPAIRMENT OF LONG-LIVED ASSETS - In March 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121
requires that long-lived assets, including intangible assets, be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable and
establishes guidelines for determining fair value based on future net
cash flows for the use of the asset and for the measurement of the
impairment loss. Any impairment loss is recorded in the period in which
the recognition criteria are first applied and met. The adoption by the
Company of SFAS No. 121 in 1996 had no material effect on its results of
operations or on its financial position.
REVENUE RECOGNITION- Merchandise revenue is recognized when products are
sold in the retail stores, or 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.
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 claims 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.
DEFERRED REVENUE - For balance sheet purposes, deferred revenues are
classified as long-term, although a portion of the amounts deferred
expire over the next year.
COMPREHENSIVE INCOME- In June 1997, the Financial Accounting Standards
Board issued SFAS 130, "Reporting Comprehensive Income." SFAS 130
requires companies to disclose comprehensive income and its components.
The Company currently has no items of other comprehensive income and
therefore SFAS 130 does not apply.
38
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION- In June 1997, the
Financial Accounting Standards Board issued SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information," which will be
effective for the Company beginning January 1, 1998. SFAS No. 131
redefines how operating segments are determined and requires disclosure
of certain financial and descriptive information about a company's
operating segments. The Company believes the segment information
required to be disclosed under SFAS No. 131 will be more comprehensive
than previously provided, including expanded disclosure of income
statement and balance sheet items for each of its reportable operating
segments.
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. The purchase price of Camping World was funded through
capital contributions to the Company from AGHI (consisting of the net
proceeds from the April 2, 1997 issuance by AGHI of $130.0 million in 11%
senior notes due 2007, net of expenses and repayment of approximately
$7.5 million of AGHI's debt) together with borrowings under the Company's
$75.0 million senior credit facility established April 2, 1997. Camping
World is a national specialty retailer of merchandise and services for RV
owners.
On March 6, 1997, the Company acquired the stock of Ehlert Publishing
Group, Inc. ("EPG") for $22.4 million, of which $20.9 million was paid
in cash at closing. In addition, a $1.5 million note was issued by
AGHI, the Company's parent corporation, to the seller, of which $1.0
million was repaid in April 1997. The purchase price of EPG was funded
primarily through borrowings under the Company's senior credit
facility and a $6.5 million capital contribution to the Company from
AGHI ($5.0 million of the capital contribution was in cash). EPG is a
specialty publisher of sports and recreation magazines focusing on
four niches: snowmobiling, personal watercraft, archery and
all-terrain vehicles.
In October 1995, a wholly owned subsidiary of the Company acquired the
common stock of Affinity Bank ("AB"), previously Affinity Thrift and
Loan, and formerly San Francisco Thrift and Loan. Under the terms of the
purchase agreement, AB stock was acquired for $125,000 and AB entered
into a noncompete agreement with the previous owner for $75,000. For
purposes of the Senior Subordinated Notes Indenture (Indenture) and the
senior credit facility discussed in Note 7, the Company's investment and
the continuing operations of the wholly owned subsidiary, AB, has been
designated as an "unrestricted subsidiary".
In June 1995, the Company acquired the common stock of Affinity
Insurance Group, Inc. ("AINS") formerly Aspen Indemnity Corporation, for
$87,500. In December 1995, AINS was licensed in the state of Colorado,
its domicile state.
The operating results of CWI, EPG, AB, and AINS 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 and $400,000 in 1997 and 1995, respectively.
39
<PAGE>
2. ACQUISITIONS (continued)
The following unaudited pro forma results of operations for the year
ended December 31, 1997 and 1996 assumes the acquisition of CWI and EPG
occurred as of January 1, 1996. The summary pro forma results are based
on assumptions and are not necessarily indicative of the actual results
which would have occurred had this acquisition occurred on January 1,
1996, or of the future results of operations of the Company (in
thousands).
<TABLE>
<CAPTION>
Year ended
-------------------------------
1997 1996
------------- --------------
<S> <C> <C>
Revenue $347,156 $323,998
Income from continuing operations 9,912 12,680
Net income 9,379 6,128
</TABLE>
3. INVENTORIES
Inventories are stated at lower of cost or market. Cost is determined by
the last-in, first-out ("LIFO") method for approximately 89% and 0% of
the Company's inventories at December 31, 1997 and 1996, respectively,
and the first-in, first-out ("FIFO") method for all other inventories.
The FIFO method approximates the current market cost.
4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31 (in
thousands):
<TABLE>
<CAPTION>
1997 1996
------------------------------
<S> <C> <C>
Land $ 14,376 $ 536
Building and improvements 25,205 4,936
Furniture and equipment 17,296 7,621
Software 4,855 2,276
Systems development in progress 872 1,873
------------------------------
62,604 17,242
Less accumulated depreciation (11,045) (6,692)
------------------------------
$ 51,559 $ 10,550
==============================
</TABLE>
5. INTANGIBLE ASSETS
Intangible assets consisted of the following at December 31 (in
thousands):
<TABLE>
<CAPTION>
1997 1996
------------------------------
<S> <C> <C>
Goodwill $ 184,353 $ 116,785
Membership and customer lists 3,947 14,691
Resort and golf course participation agreements 13,692 14,013
Noncompete and deferred consulting agreements 29,197 1,193
Deferred financing and organization costs 8,181 6,757
------------------------------
239,370 153,439
Less accumulated amortization (37,612) (44,374)
------------------------------
$ 201,758 $ 109,065
==============================
</TABLE>
40
<PAGE>
6. ACCRUED LIABILITIES
Accrued liabilities consisted of the following at December 31 (in
thousands):
<TABLE>
<CAPTION>
1997 1996
------------------------------
<S> <C> <C>
Compensation and benefits $ 8,181 $ 4,994
Other accruals 15,317 9,522
------------------------------
$ 23,498 $ 14,516
==============================
</TABLE>
7. LONG-TERM DEBT
The following reflects outstanding long-term debt as of December 31 (in
thousands):
<TABLE>
<CAPTION>
1997 1996
---------------- ----------------
<S> <C> <C>
AGI Senior Subordinated Notes $120,000 $120,000
AGI Senior Credit Facility:
Term loan 25,500 --
Revolving credit line 7,380 --
Other long-term obligations 981 27,375
---------------- ----------------
153,861 147,375
Less current portion (6,132) (5,344)
---------------- ----------------
$147,729 $142,031
================ ================
</TABLE>
In 1993, a total of $120.0 million of senior subordinated notes ("AGI
Senior Subordinated Notes") were issued in a public offering. The notes
bear interest at the rate of 11 1/2% per annum with interest payable
semi-annually each April 15 and October 15, and mature on October 15,
2003. These notes are unsecured obligations of AGI and are subordinated
in right of payment to the existing senior indebtedness, but rank senior
or pari passu with all other existing indebtedness and future
indebtedness of AGI.
On April 2, 1997, AGI entered into a new five year credit agreement
("AGI Senior Credit Facility") with certain lenders and Fleet National
Bank, as agent, consisting of a term loan of $30.0 million (reducing in
quarterly principal installments of $1.5 million) and revolving credit
facility of $45.0 million of which the outstanding balance will be due
and payable at the conclusion of the credit arrangement. The interest on
borrowings under the AGI Senior Credit 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 0.75% to
2.75% over the stated rates. The interest rate on the term loan and the
revolving credit facility as of December 31, 1997 was 8.75% and 10.0%,
respectively. AGI also pays a commitment fee of 0.5% per annum on the
unused amount of the revolving credit line. The funds were used to
retire senior secured term notes and revolving credit lines established
on October 11, 1994 and partially fund the acquisition of Camping World.
The AGI Senior Credit Facility is secured by a security interest in the
assets of AGI and its subsidiaries and a pledge of the stock of AGI and
its subsidiaries.
The AGI indenture pursuant to which the AGI Senior Subordinated Notes
were issued ("AGI Indenture"), and the AGI Senior Credit 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.
41
<PAGE>
7. LONG-TERM DEBT (continued)
The aggregate future maturities of long-term debt at December 31,
1997, are as follows (in thousands):
<TABLE>
<S> <C>
1998 $ 6,132
1999 6,485
2000 6,047
2001 6,052
2002 8,895
Thereafter 120,250
---------------
Total $ 153,861
================
</TABLE>
8. INCOME TAXES
The components of the Company's income tax expense from continuing
operations for the year ended December 31, consisted of (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 2,670 $ 2,381 $ 317
State 411 296 4
Deferred 7,739 3,467 4,726
-------------------------------------------------
Income tax expense $ 10,820 $ 6,144 $ 5,047
=================================================
</TABLE>
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):
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------------------------------
<S> <C> <C> <C>
Income taxes computed at federal statutory rate $ 7,756 $ 3,928 $ 3,477
State income taxes - net of federal benefit 854 603 398
Permanent differences -
Amortization of goodwill 1,959 1,520 1,499
Change in valuation allowance - 495 -
Other 251 (402) (327)
-------------------------------------------------
Income tax expense $ 10,820 $ 6,144 $ 5,047
=================================================
</TABLE>
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):
42
<PAGE>
8. INCOME TAXES (continued)
<TABLE>
<CAPTION>
1997 1996
---------------------------------
<S> <C> <C>
DEFERRED TAX LIABILITIES:
Accelerated depreciation $ (1,452) $ -
Prepaid expenses (2,777) (2,115)
Directory revenue (306) (274)
Intangible assets (1,042) (140)
Loans receivable - (59)
Basis difference on building and land acquired (7,429) -
Other (22) (15)
---------------------------------
Deferred income tax liabilities (13,028) (2,603)
DEFERRED TAX ASSETS:
Accelerated depreciation - 539
Accrual for litigation and settlements - 207
Intangible assets 231 135
Deferred revenues 8,805 8,064
Accrual for employee benefits and severance 1,941 1,123
Accrual for deferred phantom stock compensation 2,255 1,483
Organizational and start up costs 72 171
Net operating loss carryforward 5,972 5,347
Tax credits 1,681 1,698
Claims reserves 725 393
Accounts receivable reserve 255 513
Building lease abandonment reserve 261 411
Relocation reserve - 17
Sales returns 103 -
Provision for loss on discontinued operations - 1,476
Reserve for resort cards 1,427 1,139
Unicap adjustment 287 -
Other reserves 589 794
---------------------------------
Deferred tax assets 24,604 23,510
Valuation allowance (5,163) (5,163)
---------------------------------
Net deferred tax asset $ 6,413 $ 15,744
=================================
</TABLE>
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
and AGHI are compensated for their share of separate company federal
tax losses. As such, accrued income taxes on the balance sheet are due
to AGHC and AGHI. At December 31, 1997, the Company has unused net
operating loss carryforwards for federal income tax purposes of
approximately $15.7 million which expire through 2009. The Company
also has alternative minimum tax credit (AMT) carryforwards remaining
of approximately $1.4 million and general business credit
carryforwards attributable to a subsidiary of approximately $256,000.
43
<PAGE>
9. 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, 1997 are as
follows (in thousands):
<TABLE>
<S> <C>
1998 $ 7,700
1999 7,224
2000 7,082
2001 6,713
2002 6,194
Thereafter 31,890
----------------
Total $ 66,803
================
</TABLE>
During 1997, 1996, and 1995, respectively, approximately $6,673,000,
$1,571,000, and $1,297,000 of rent expense was charged to costs and
expenses.
In the fourth quarter of 1995, the Company abandoned its leased facility
in Camarillo, California. As a result of this abandonment the Company
recognized a loss on this operating leased asset representing the future
minimum annual fixed rental charges and other incidental costs to be
incurred over the term of the related lease through May 1998 of
$1,228,000, and wrote off net leasehold improvements of $400,000.
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 Company and all other defendants believe that
such litigation will not have a material adverse effect on the Company.
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.
10. 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 Holdings, Inc. The owners of AGI Real Estate Holdings,
Inc. are minority shareholders of AGHC and are also related to the
Company's Chairman. The
44
<PAGE>
10. RELATED-PARTY TRANSACTIONS (continued)
lease extends for an initial term of 20 years. Upon execution of the
Lease Agreement, the Company paid $1,650,000 as initial rent and pays
monthly base rent, commencing at $369,000 annually and increasing to
$492,000, through year 10 of the lease. On the tenth anniversary of the
lease, and extending through the term of the initial lease, either party
may compel the other party to enter into a 20 year extension of the
lease term. The rental rate will be set based on the fair value of the
leased premises at the time of the extension.
In 1995, the Company purchased $3 million of subordinated notes of Adams
Outdoor Advertising Limited Partnership (AOALP) from AGHC. The Company's
Chairman is the principal owner of AGHC and AOALP. The investment and
related accrued interest are included in note receivable from affiliate
in the accompanying balance sheet. On March 12, 1996 the notes were paid
in full. Included in income in the accompanying statement of operations
for 1996 and 1995 is $54,000 and $113,000, respectively, of interest
income related to these notes.
In January 1997, the Company funded a $1.0 million loan to its
President. The loan is due on demand and is secured by an assignment and
pledge of his vested phantom stock interest in the Company. 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
to the Company facilities under long-term leases. For year ended
December 31, 1997, payments under these leases were approximately $2.8
million. The leases expire at various dates from October 1999 through
September 2011, subject to the right of the Company to exercise renewal
options.
11. STATEMENTS OF CASH FLOWS
Supplemental disclosures of cash flow information for December 31 (in
thousands) :
<TABLE>
<CAPTION>
1997 1996 1995
-----------------------------------------
<S> <C> <C> <C>
Cash paid during the year for:
Interest $ 16,547 $ 16,795 $ 16,724
Income taxes 813 568 152
</TABLE>
The Company entered into the following non-cash investing transactions:
1997:
The Company assumed $42,057,000 and $4,031,000 of liabilities in
the acquisitions of CWI and EPG, respectively. Further, in
connection with the acquisitions of CWI and EPG, AGHI contributed
$11,500,000 of intangible assets to the Company.
1996:
The Company received a note receivable of $1,000,000 in the sale
of the Benbow Golf Course.
1995:
The Company assumed $11,122,000 of liabilities in the acquisition
of AB.
12. 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. Vesting occurs
ratably over 7 years at which time the participants are 100% vested.
45
<PAGE>
12. BENEFIT PLAN (continued)
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. 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 $974,000,
$416,000, and $396,000, for 1997, 1996, and 1995, respectively.
13. 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 1998 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.
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments.
CASH AND CASH EQUIVALENTS - The carrying amount approximates fair value
because of the short maturity of these instruments.
INVESTMENTS - The fair value of investments is based on quoted rates for
similar instruments.
LOANS RECEIVABLE- The carrying amount approximates fair value because
the loans are predominately variable rate loans.
CUSTOMER DEPOSITS- The carrying amount approximates fair value because
the deposits are predominately instruments with a short maturity.
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.
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
------------------------------- -------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------------------------- -------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
Financial Instruments Recorded as Assets:
Cash and cash equivalents $ 43,978 $ 43,978 $ 4,278 $ 4,278
Investments 2,590 2,590 2,636 2,614
Loans Receivable 44,973 44,973 13,134 13,134
Financial Instruments Recorded as Liabilities:
Customer deposits 74,528 74,528 14,979 14,979
Long-term debt 153,861 161,361 147,375 152,175
</TABLE>
46
<PAGE>
14. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
CONCENTRATION OF CREDIT RISK- The Company is potentially subject to
concentrations of credit risk in accounts receivable and loans
receivable. Concentrations of credit risk with respect to accounts
receivable is limited due to the large number of customers and their
geographical dispersion. The Company's loans receivable are secured by
real estate. At December 31, 1997, approximately $25.4 million of these
loans are secured by residential real estate located in southern
California and a majority of the remaining loans are secured by real
estate located primarily in the San Francisco Bay area.
15. SEGMENT INFORMATION
The Company operates principally in three segments: membership
services, publications and retail. Financial information by industry
segment is summarized as follows (in thousands):
<TABLE>
<CAPTION>
Membership
Services Publications Retail Corporate Consolidated
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997
Income (loss) from continuing operations
before income taxes and extraordinary item $ 44,162 $ 14,101 $ 639 $ (36,742) $ 22,160
Identifiable assets 172,788 75,172 147,833 32,271 428,064
Capital expenditures 659 290 2,126 1,623 4,698
Depreciation and amortization 4,941 2,000 4,259 2,453 13,653
YEAR ENDED DECEMBER 31, 1996
Income (loss) from continuing operations
before income taxes and extraordinary item $ 35,569 $ 10,515 $ - $ (34,859) $ 11,225
Identifiable assets 103,171 47,050 - 32,934 183,155
Capital expenditures 764 54 - 925 1,743
Depreciation and amortization 5,941 450 - 1,949 8,340
YEAR ENDED DECEMBER 31, 1995
Income (loss) from continuing operations
before income taxes and extraordinary item $ 37,117 $ 9,245 $ - $ (36,429) $ 9,933
Identifiable assets 106,859 51,319 - 33,792 191,970
Capital expenditures 3,274 496 - 943 4,713
Depreciation and amortization 6,865 653 - 1,495 9,013
</TABLE>
MAJOR CUSTOMERS- Included in revenues in 1997, 1996 and 1995 are $20.7
million, $17.2 million, and $17.3 million, respectively, received under
contracts from one customer of the Company. These revenues have been
reported in the Membership Services segment.
47
<PAGE>
16. SELECTED UNAUDITED QUARTERLY INFORMATION
The following is a summary of selected quarterly information for the
years ended December 31, 1997 and 1996 (in thousands):
<TABLE>
<CAPTION>
March 31, June 30, September 30, December 31,
1997 1997 1997 1997
---------------------------------------------------------
<S> <C> <C> <C> <C>
Total revenue $ 33,983 $91,947 $ 90,537 $ 86,216
Gross profit 11,733 33,116 30,517 33,968
Income from continuing operations 635 4,268 3,223 3,214
Net income 635 4,207 3,223 2,922
March 31, June 30, September 30, December 31,
1996 1996 1996 1996
---------------------------------------------------------
Total revenue $ 31,593 $33,206 $ 32,159 $ 43,021
Gross profit 10,456 13,522 12,303 17,124
Income from continuing operations 176 1,343 826 2,736
Net income (loss) 91 1,099 685 (3,346)
</TABLE>
The loss in the fourth quarter of 1996 is primarily a result of recording
a $5.9 million estimated loss on the disposal of NAFE.
17. GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION
Under the terms of the Company's various debt agreements, all
wholly-owned subsidiaries of AGI which are not designated as
unrestricted subsidiaries are guarantors of AGI's obligations under
the debt agreements. There are no contractual restrictions on the
ability of any guarantor subsidiaries to make distributions to AGI.
Separate financial statements and related disclosures for the
subsidiaries are omitted as, in the opinion of management, they are
not material; however, summarized combined financial information of
the guaranteeing subsidiaries at December 31, 1997 and 1996 are as
follows (in thousands) :
<TABLE>
<CAPTION>
1997 1996
------------------------------------------
<S> <C> <C>
Combined current assets $ 70,137 $ 15,384
Combined non-current assets 269,981 30,340
Combined current liabilities 60,277 16,362
Combined non-current liabilities 217,130 70,609
</TABLE>
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------------------------------
<S> <C> <C> <C>
Combined revenues $ 301,019 $ 116,472 $ 125,698
Combined costs and expenses 260,444 87,283 99,014
Combined income from continuing operations 13,667 19,649 29,758
</TABLE>
18. 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). In connection with the plan, the Company recorded a loss of
$5.9 million net of related income taxes of $1,060,000 in the fourth
quarter of 1996 based on the anticipated proceeds upon sale. 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
48
<PAGE>
18. DISCONTINUED OPERATIONS (continued)
membership liability. The Company incurred an additional loss of
$294,000 net of related income taxes of $176,000 to complete the sale.
The results of operations of NAFE have been classified as discontinued
operations in the accompanying financial statements.
Information relating to the operations of NAFE for the years ended
December 31, 1997, 1996 and 1995 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
-------------- ------------ -------------
<S> <C> <C> <C>
Revenues $ - $ 5,062 $ 7,887
Costs applicable to revenues - 5,090 6,001
-------------- ------------ -------------
Gross profit (loss) - (28) 1,886
Operating expenses - 1,042 1,192
-------------- ------------ -------------
Income (loss) from operations - (1,070) 694
Income tax (expense) benefit - 384 (264)
Loss on disposal, net of taxes (294) (5,866) -
-------------- ------------ -------------
Income (loss) from discontinued operations $ (294) $(6,552) $ 430
============== ============ =============
</TABLE>
The assets and liabilities of NAFE included in the accompanying
consolidated balance sheets as of December 31, 1997 and 1996 are as
follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
-------------- ------------
<S> <C> <C>
Current assets:
Cash $ - $ 261
Accounts receivable - 539
Inventories - 183
Prepaid expenses - 884
-------------- ------------
Total current assets - 1,867
Current liabilities:
Accounts payable - 1,048
Accrued liabilities - 2,283
-------------- ------------
Total current liabilities - 3,331
-------------- ------------
Net current assets (liabilities) $ - $ (1,464)
============== ============
Long-term assets:
Property and equipment $ - $ 67
Intangible assets - 3,000
Other assets - 25
-------------- ------------
Total long-term assets - 3,092
Long-term liabilities:
Deferred revenues - 2,119
-------------- ------------
Net long-term assets $ - $ 973
============== ============
</TABLE>
49
<PAGE>
AFFINITY GROUP, INC. AND SUBSIDIARIES
SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Additions
Balance at Charged to Balance at
Beginning Costs and End
of Period Expenses Deductions of Period
---------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Description:
Year ended December 31, 1997:
Allowance for doubtful accounts receivable $ 1,081 $ 90 $ 440 (a) $ 731
Allowance for obsolete and overstock inventory 2 - 2 (b) -
---------------- --------------- --------------- --------------
$ 1,083 $ 90 $ 442 $ 731
================ =============== =============== ==============
Year ended December 31, 1996:
Allowance for doubtful accounts receivable $ 926 $ 802 $ 647 (a) $ 1,081
Allowance for obsolete and overstock inventory - 2 - (b) 2
---------------- --------------- --------------- --------------
$ 926 $ 804 $ 647 $ 1,083
================ =============== =============== ==============
Year ended December 31, 1995:
Allowance for doubtful accounts receivable $ 709 $ 531 $ 314 (a) $ 926
Allowance for obsolete and overstock inventory 134 - 134 (b) -
---------------- --------------- --------------- --------------
$ 843 $ 531 $ 448 $ 926
================ =============== =============== ==============
</TABLE>
(a) Accounts determined to be uncollectable and charged against allowance
account, net of collection on accounts previously charged against
allowance account.
(b) Amounts represent inventories written off.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
50
<PAGE>
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS FOR THE REGISTRANT
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Stephen Adams. . . . . . 60 Chairman of the Board
Joe McAdams. . . . . . . 54 President, Chief Executive Officer and Director
Wayne Boysen . . . . . . 67 Chairman of Affinity Bank and Affinity Insurance Group, Inc. and Director
David Frith-Smith. . . . 52 Director
Michael Schneider. . . . 43 Chief Operating Officer
Mark J. Boggess. . . . . 42 Senior Vice President and Chief Financial Officer
David Block. . . . . . . 49 Senior Vice President
Mark Dowis . . . . . . . 40 Senior Vice President
Murray S. Coker. . . . . 57 Senior Vice President
Michael R. McGuire . . . 51 President of Affinity Bank
Thomas A. Donnelly . . . 41 President of Camping World, Inc. and Director
John Ehlert. . . . . . . 52 Director
David B. Garvin. . . . . 54 Director
</TABLE>
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.
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 AINS. 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.
51
<PAGE>
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 the Company 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 Senior 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. From April 1988 through May
1989, Mr. Boggess was Vice President and Chief Financial Officer of Econocom
U.S.A., Inc., a privately owned computer leasing company.
David Block has been Senior Vice President of the Company 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.
Mark Dowis has been Senior Vice President of the Company since January 1,
1995. Prior to 1995 and since 1992, Mr. Dowis was General Manager, Business
Markets Division of the American Automobile Association ("AAA") and prior to
that post, he was the Managing Director of Marketing and Research of the AAA.
From 1989 to 1992, Mr. Dowis was an Associate Administrator with the U.S.
Department of Transportation in Washington, DC.
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.
Michael R. McGuire has been President and Chief Executive Officer of Affinity
Bank since April, 1996. Prior to joining Affinity, Mr. McGuire was President
and Chief Executive Officer of LaCumbre Savings Bank in Santa Barbara,
California from March, 1987 through January, 1996. He has served in a senior
executive capacity at several financial institutions over the past 28 years
with a focus on residential and income property mortgage banking. He has
served in numerous trade association capacities including as a Director of
the Western League of Savings Institutions and as Chairman of the Colorado
League of Savings Institutions. He currently serves as President of the
California Association of Thrift and Loan Companies.
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.
52
<PAGE>
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.
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 current executive officers
(determined as of the end of the Company's year ended December 31, 1997) for
the years ended December 31, 1997, 1996, and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND -------------------- OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) COMPENSATION(2)
- ------------------ ---- ------ ----- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Stephen Adams. . . . . . . . . . . . . . 1997 $699,992 $1,539,030 $78,924
Chairman of the Board 1996 699,992 1,199,999 53,953
1995 699,992 1,200,000 25,555
Joe McAdams, President . . . . . . . . . 1997 99,998 513,010 7,557
Chief Executive Officer 1996 99,996 400,000 $1,226,933(3) 6,334
1995 99,996 390,000 240,000(3) 6,038
Michael Schneider. . . . . . . . . . . . 1997 206,423 318,980 56,333(3) 8,117
Chief Operating Officer 1996 182,145 107,157 7,482
1995 165,072 148,070 7,287
Mark Boggess . . . . . . . . . . . . . . 1997 190,207 167,085 7,845
Chief Financial Officer 1996 173,326 115,000 7,482
1995 165,072 55,250 7,411
Thomas A. Donnelly . . . . . . . . . . . 1997 168,750 235,980 4,160
President of Camping World
</TABLE>
- -------------------
(1) Personal benefits are the lesser of (i) 10% of total annual salary and
bonus (ii) $50,000, except as described in Note (3) below.
(2) Represents company contributions to 401(k) and split dollar life
insurance economic benefit.
(3) Under the terms of the phantom stock agreements, Mr. Schneider received
$56,333 in 1997 and Mr. McAdams received $1,226,933 in 1996 and $240,000 in
1995.
The Company does not have any outstanding stock options or restricted stock
grants. The Company has phantom stock agreements for certain of its
officers. See "Management Agreements with Executive Officers".
53
<PAGE>
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, 1998. 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 1997, the Company funded a $1.0 million loan to Mr. McAdams. The
loan is due on demand and is secured by an assignment and pledge of his
vested phantom stock interest in the Company. In addition, in September
1997, the Company paid a $0.5 million finders fee to a company owned by Mr.
McAdams.
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 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, 1997. As of December 31, 1997, the aggregate
accrued liability under the Company's phantom stock incentive program was
approximately $5.7 million.
<TABLE>
<CAPTION>
FULL VESTED
OFFICER/DIRECTOR INTEREST AMOUNT
---------------- -------- ------
<S> <C> <C>
Joe McAdams (1) 2.00% 2.00%
Mike Schneider (2) 1.80% 1.80%
Thomas A. Donnelly 1.80% 0.27%
Mark Boggess 0.75% 0.75%
David Block (3) 0.10% 0.10%
Mark Dowis 0.33% 0.17%
Murray S. Coker 0.25% 0.04%
All Other Employees 0.10% 0.02%
</TABLE>
- -------------------
(1) In October 1995, AGI amended and extended the terms of Mr. McAdams'
phantom stock agreement. Under the amended agreement, Mr. McAdams is
entitled to $3.6 million payable in three equal installments beginning
January 1996. In addition, Mr. McAdams was awarded a 2.0% phantom stock
interest in October 1995 which vests in equal installments on the first two
anniversaries of the award.
(2) Mr. Schneider and four other employees were each awarded a 0.10% phantom
stock interest in January 1992. Pursuant to the terms of those phantom stock
agreements, each of those employees is entitled to receive the awarded
phantom stock interest in three equal installments beginning January 1997.
(3) In addition, Mr. Block entered into a phantom stock agreement with a
subsidiary of AGI. Under the terms of such agreement, Mr. Block was granted a
5% phantom interest in such subsidiary vesting 1% annually beginning December
1996. The value of such phantom interest is based on the increase in the
value of such subsidiary and is based on formulas that are intended to
approximate the fair market value of the subsidiary.
In addition, Mr. McGuire entered into a phantom stock agreement with AB, a
subsidiary of AGI. Under the terms of such agreement, Mr. McGuire was granted
a 5.0% phantom interest in such subsidiary vesting 1.0% annually beginning
December 1996. The value of such phantom interest is based on the increase in
the value of such subsidiary and is based on formulas that are intended to
approximate the fair market value of the subsidiary.
54
<PAGE>
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 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 and Joe McAdams. 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, 1998 under which Mr. Adams
receives a base salary of $700,000 plus incentive compensation of 3% of
operating profits (as defined). In addition, AGI purchased in 1995 $3.0
million of subordinated notes of Adams Outdoor Advertising Limited
Partnership ("AOALP") from Holding. Mr. Adams is the principal owner of
Holding and AOALP. The investment and accrued interest were repaid in full
on March 12, 1996. Interest on the notes was $54,000 in 1995 and $113,000 in
1996.
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
receives $3.6 million in three annual installments which began in January
1996 and holds a 2.0% phantom stock interest which is fully vested.
Wayne Boysen, a director of the Company and former executive officer of the
Company, has phantom stock agreements with AGI pursuant to which Mr. Boysen
will receive $400,000 in three equal annual installments, which began in
January 1996 and concluded January 1998.
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 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 to Mr. Donnelly over the five years following the Camping World
acquisition.
Messrs. Garvin and Donnelly are partners in partnerships that lease to
Camping World seven facilities under long-term leases. For the year ended
December 31, 1997, payments under these leases were approximately $2.4
million. 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, 1997, the rental payments for such facility were $35,500.
The lease expires in October 1999, 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.
55
<PAGE>
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 are eligible to 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.
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 and Garvin) director fees of $1,500 per month. In addition, Mr.
Boysen, as Chairman of the operating subsidiaries Affinity Bank and Affinity
Insurance Group, Inc., receives $1,500 per month from each of these
subsidiaries.
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.
56
<PAGE>
BOARD OF DIRECTORS
Stephen Adams Joe McAdams Wayne Boysen David Frith-Smith
Thomas A. Donnelly David B. Garvin John Elhert
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company is a wholly-owned subsidiary of Affinity Group Holdings, Inc.
("AGHI"), a privately-owned corporation. AGHI is a wholly-owned subsidiary
of AGI Holding Corporation ("AGHC"), a privately-owned corporation. The
following table sets forth, as of December 31, 1997 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.
<TABLE>
<CAPTION>
Number of Shares Percent of
Name and Address of Beneficial Owner of Stock Owned (1) Common Stock
- ------------------------------------ ------------------ ------------
<S> <C> <C>
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%
(10 persons)
</TABLE>
- -------------------
(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
LEASE AGREEMENT
Effective June 1995, the Company entered into a lease agreement for its
corporate facilities in Ventura, California with AGI Real Estate Holdings,
Inc. The owners of AGI Real Estate Holdings, Inc. are minority shareholders
of AGHC, the Company's parent company, and are also related to Stephen Adams,
the Company's Chairman. The lease extends for an initial term of 20 years.
Upon execution of the lease, the Company paid $1,650,000 as initial rent and
pays monthly base rent, commencing at $369,000 annually and increasing to
$492,000, through year 10 of the lease. On the tenth anniversary of the
lease, and extending
57
<PAGE>
through the term of the initial lease, either party may compel the other
party to enter into a twenty-year extension. The rental rate will be set
based on the fair value of the leased premises at the time of the extension.
The Company believes that such lease contains lease terms as favorable as
lease terms that would be obtained from independent third parties.
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."
INVESTMENT IN SUBORDINATED NOTES
In December 1995, the Company purchased $3 million of subordinated notes of
Adams Outdoor Advertising Limited Partnership ("AOALP") from Holding.
Stephen Adams, the Company's Chairman, is the principal owner of Holding and
AOALP. The investment and related accrued interest are included in note
receivable from affiliate in the accompanying balance sheet. On March 12,
1996 the notes were paid in full. Included in income in the accompanying
statement of operations for 1996 and 1995 is $54,000 and $113,000,
respectively, of interest income related to these notes.
OTHER CERTAIN TRANSACTIONS
In 1993, Adams Outdoor of Atlanta, Inc. ("Adams Atlanta"), a corporation
controlled by Stephen Adams, entered into a consensual foreclosure agreement
with its lenders. Adams Atlanta was acquired in 1988 in a leveraged
transaction, and ownership was transferred to its secured lender in July
1993. In addition, in July 1993, a party whose claim was being disputed filed
an involuntary bankruptcy petition against Adams Atlanta. The petition was
withdrawn and dismissed three days after the filing.
58
<PAGE>
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.
59
<PAGE>
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 26, 1998.
AFFINITY GROUP, 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.
<TABLE>
<S> <C> <C>
/s/ Chief Executive Officer and Director March 26, 1998
- -------------------------------- (Principal Executive Officer)
Joe B. McAdams
/s/ Senior Vice President and Chief March 26, 1998
- -------------------------------- Financial Officer
Mark J. Boggess (Principal Financial and Accounting Officer)
* Director March 26, 1998
- --------------------------------
Stephen Adams
* Director March 26, 1998
- --------------------------------
David Frith-Smith
</TABLE>
60
<PAGE>
<TABLE>
<S> <C> <C>
* Director March 26, 1998
- --------------------------------
Wayne Boysen
* Director March 26, 1998
- --------------------------------
Thomas A. Donnelly
* Director March 26, 1998
- --------------------------------
David B. Garvin
* Director March 26, 1998
- --------------------------------
John Elhert
*By: /s/ March 26, 1998
----------------------------
(Mark J. Boggess
Attorney-in-Fact)
</TABLE>
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, Inc. on behalf of each of such officers and
directors in the capacities in which the names of each appear above.
61
<PAGE>
AFFINITY GROUP, INC.
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Regulation
S-K Exhibit
Table Sequential
Item Reference Page No.
---- --------- --------
<S> <C> <C>
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 States Trust Company of New York. (2) 4.1
First Supplemental Indenture dated as of May 17, 1994, by and
between Company and United States Trust Company of New York.(6) 4.2
Second Supplemental Indenture dated as of October 11, 1994, by
and between Company and United States Trust Company of New York.(6) 4.3
Third Supplemental Indenture dated as of December 21, 1995 by and
between Company and United States Trust Company of New York.(9) 4.3a
Fourth Supplemental Indenture dated as of February 1, 1996 by and
between Company and United States Trust Company of New York.(9) 4.3b
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 National Association, as Agent, and First National
Association and GIRO Credit Bank, as Banks. (3) 4.5
First Amendment to Credit Agreement as of November 10, 1994,
between Affinity Group, Inc. and First National Bank National
Association, as Agent. (6) 4.6
Credit Agreement dated as of April 2, 1997 among Affinity Group,
Inc., Fleet National Bank, as agent, and the banks named therein. (11) 4.7
Tax Sharing Agreement among Affinity Group Holding, Inc., Affinity
Group, Inc. and its subsidiaries. (2) 10.1
Lease for office facilities in Camarillo, California. (2) 10.2
Lease for office facilities in Denver, Colorado. (2) 10.3
</TABLE>
62
<PAGE>
<TABLE>
<CAPTION>
Regulation
S-K Exhibit
Table Sequential
Item Reference Page No.
---- --------- --------
<S> <C> <C>
Lease Agreement for office facilities in Ventura, California (7) 10.3a
Investment in unrestricted subsidiary, assignment and assumption
agreement and fourth amendment to office facility lease in
Denver, Colorado. (4) 10.4
Employment Agreement dated August 1, 1993 between Stephen Adams and the
Company, as amended. (2) 10.5
Phantom Stock Agreement dated January 2, 1992 between Joe McAdams and
the Company. (2) 10.6
Phantom Stock Agreement dated January 2, 1992 between David Block and
the Company. (2) 10.7
Phantom Stock Agreement dated January 2, 1992 between Michael Schneider
and the Company. (2) 10.8
Phantom Stock Agreement dated January 2, 1992 between Roger Ryman
and the Company. (2) 10.9
Phantom Stock Agreement dated January 2, 1992 between Mark J. Boggess
and the Company. (2) 10.10
Phantom Stock Agreement dated January 2, 1992 between K. Dillon Schickli
and the Company. (2) 10.11
Employment Agreement dated as of January 1, 1991 between Keith Urry and
Golf Card International Corp. as amended. (2) 10.12
Phantom Stock Agreement dated January 2, 1992 between Wayne Boysen
and the Company, as amended. (2) 10.13
Second Phantom Stock Agreement dated April 2, 1994 between Wayne
Boysen and the Company. (4) 10.14
Executive split-dollar life insurance agreements (4) 10.15
Indemnity Agreement dated October 29, 1994, by and between Affinity
Group, Inc. and AGI Services, Inc.(6) 10.16
Agreement with Cross Country Motor Club, Inc. as amended. (2) 10.17
Working Agreement and Service Agreement with National General
Insurance dated October 23, 1987, as amended (2) 10.18
Amendment to National General Insurance Contract Dated January
13, 1994. (1) 10.19
Amendment to Service Agreement dated March 22, 1994 by and between
Affinity Group, Inc. and National General Insurance Company. (5) 10.20
401 (k) Savings and Investment Plan. (2) 10.21
Form of Indemnification Agreement for persons consenting to serve as
directors upon completion of the offering and amendment thereto. (1) 10.22
</TABLE>
63
<PAGE>
<TABLE>
<CAPTION>
Regulation
S-K Exhibit
Table Sequential
Item Reference Page No.
---- --------- --------
<S> <C> <C>
Purchase Agreement for Affinity Thrift and Loan. (8) 10.23
Phantom Stock Amendment dated October 10, 1995 between Joe
McAdams and the Company.(9) 10.24
Phantom Stock Agreement dated December 19, 1995 between David
Block and Affinity Road and Travel Club, Inc., a wholly owned
subsidiary of the Company.(9) 10.25
Agreement between Ganis Credit Corporation and the Company dated
September, 1995.(9) 10.26
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. 10.29 66
Agreement with Cross Country Motor Club, Inc. dated October 10,
1997,as amended 10.30 69
Stock Purchase Agreement dated as of February 25, 1997, by and
among the Shareholders of Camping World, Inc. and Affinity
Group, Inc. (12) 10.31
Engagement Agreement between JBMC, Inc. and the Company dated
September 8, 1996 10.32 89
Note Receivable dated December 30, 1996 between Joe McAdams
and the Company. 10.33 91
Amendment to Employment Agreement dated August 1, 1993 between
Stephen Adams and the Company 10.34 94
Form of Phantom Stock Agreements, between certain executives
and the Company 10.35 95
Subsidiaries of the Registrant 21 104
Power of Attorney 24 105
</TABLE>
- -------------------
(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.
64
<PAGE>
(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.
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
65
<PAGE>
EXHIBIT 10.29
Addendum to National General Insurance Contract Dated January 13, 1994
ADDENDUM TO
SERVICE AGREEMENTS
Affinity Group, Inc. ("AGI") and National General Insurance Company
("NGIC") wish to amend the Service Agreements between them for (a) the Good Sam
Club insurance plan operated in conjunction with AGI's wholly-owned subsidiary
GSS Enterprises, Inc. ("GSS"), dated June 2, 1978, and amended by Addendums
dated October 11, 1982, November 25, 1987, October 17, 1989, February 14, 1992
and March 22, 1994; (b) the Rider Motorcycle Club insurance plan operated in
conjunction with AGI's wholly-owned subsidiary GSS dated October 5, 1979, and
amended by Addendums dated October 11, 1982, October 17, 1989, February 18,
1992, and March 22, 1994; (c) the Coast to Coast insurance plan operated in
conjunction with AGI's wholly-owned subsidiary Camp Coast to Coast, Inc. ("CTC")
dated October 23, 1987, and amended by Addendums dated November 30, 1987,
October 17, 1989, and March 22, 1994; and (d) the Golf Card insurance plan
operated in conjunction with AGI's wholly-owned subsidiary Golf Card
International Corp. ("GCI") dated April 17, 1992 and amended by Addendum dated
March 22, 1994, as follows:
1. The last paragraph on page 1 of each Service Agreement, as most
recently amended by the Addendums to Service Agreement dated March 22, 1994, is
deleted in its entirety and the following is substituted therefor:
This Service Agreement shall remain in full force and effect for the period
beginning on the date of this Addendum and ending December 31, 2007.
Thereafter the Agreement shall automatically renew for consecutive ten (10)
year periods, unless terminated by written notice by either party to the
other not less than sixty (60) days prior to the termination of the
original term hereof of any extension hereof.
2. Paragraph 2 of each Addendum to Service Agreement dated March 22,
1994 is hereby amended by adding the following thereto:
If NGIC terminates this Agreement, or if upon expiration of the then
current term NGIC does not elect or agree to renew the Agreement on the
terms of the Agreement then in effect, the payments contemplated herein
shall continue to be paid by NGIC to AGI for a period of five (5) years
following termination (the "Run-Off Period"), and calculated as provided in
the Agreement except that for each year during the Run-Off period the Base
Fee percent and Bonus Fee percent to be used in determining the Base Fee
and the Bonus Fee for each year shall be the Scheduled Percentage (as
hereinafter defined) times a fraction, the numerator of which is the
Aggregate Premium (as hereinafter defined) for such year and the
denominator of which is the Aggregate Premium for the year immediately
preceding such year. If AGI terminates the Agreement for reason other than
failure by NGIC to make the payments contemplated herein, payments to AGI
shall cease
66
<PAGE>
upon termination. For purposes of this paragraph, the following terms
shall have the following meanings:
(a) The "Scheduled Percentage" means the Base Fee percent and the Bonus
Fee percent as set forth on the Fee Schedule attached to the March 22, 1994
Addendum to Service Agreement.
Page 1 of 2 Pages
ADDENDUM TO SERVICE AGREEMENTS
(b) The "Aggregate Premium" for any year means the aggregate direct
written premium, less return premium, written under the Good Sam, Good Sam
Referral, Coast to Coast, Rider, and Golf Card Insurance program agreements
for such year.
3. During the Run-Off period, as long as AGI is continuing to receive the
payment described in paragraph 2 of this Addendum, AGI and its affiliates listed
above (but expressly excluding Camping World, Inc. and its subsidiaries) (the
"Program Affiliates") will not use, or sponsor, endorse or recommend, telephone
solicitation or direct mail solicitation that is (a) directed at Insured Members
(as hereinafter defined) and (b) intended for the purpose of soliciting such
Insured Members to cancel, terminate, or allow to lapse insurance policies
acquired pursuant to the Service Agreement and to replace such policies with new
policies offered by an insurance company other than NGIC or its affiliates
through a program sponsored by AGI or the Program Affiliates. In making or
participating in any such solicitation that is prohibited by the first sentence
in this paragraph 3, or assisting any third party in making any such
solicitation that is prohibited by the first sentence of this paragraph 3, AGI
shall delete from the membership list(s) of it and the Program Affiliates the
names of all Insured Members prior to any such solicitation. For the purpose of
this paragraph, "Insured Members" means members of a club or affinity group
operated by AGI who are insured pursuant to the Service Agreement. A member
shall continue to be an Insured member as long as such member continues to pay
premiums that are included in the Aggregate Premium. A member shall cease being
an Insured Member upon failure to pay when due any premium for an insurance
policy obtained pursuant to the Service Agreement. NGIC acknowledges that AGI
and the Program Affiliates regularly solicit programs and products to members of
the clubs, affinity groups operated by AGI and to other customers of AGI and the
Program Affiliates and subscribers and recipients of AGI publications, and
except as expressly set forth in this paragraph 3, such marketing, sponsorship
or solicitation shall not constitute a breach in this paragraph 3, provided
that, in addition to making the above membership list deletions, AGI and the
Program Affiliates shall delete any such advertising of property-casualty
insurance products from publications addressed to Insured Members. If AGI does
not make such deletions from its solicitation and publication mailing lists the
provisions of paragraph 2 above shall be void.
4. Except as amended by this Addendum, all provisions of the Service
Agreements shall remain in full force and effect.
67
<PAGE>
AFFINITY GROUP, INC. NATIONAL GENERAL INSURANCE COMPANY
By: /s/ By: /s/
--------------------------- -------------------------------
Stephen Adams John J. Foley
Title: Chairman Title: President
--------------------------- -------------------------------
Date: 11/11/97 Date: November 4, 1997
--------------------------- -------------------------------
Page 2 of 2 Pages
68
<PAGE>
EXHIBIT 10.30
Agreement with Cross Country Motor Club, Inc. dated October 10, 1997,as
amended
AGREEMENT
THIS AGREEMENT is made as of the 10th day of October, 1997 by and
between CROSS COUNTRY MOTOR CLUB, INC., a corporation duly organized and
existing under the laws of the Commonwealth of Massachusetts ("Cross
Country"), and AFFINITY GROUP, INC., a corporation duly organized and
existing under the laws of the State of Delaware ("Affinity Group"),
WHEREAS, Affinity Group and Cross Country are parties to that
certain Agreement dated as of July 22, 1991, as amended December 4, 1992 (the
"Original Agreement"), and Affinity Group and Cross Country desire to restate
the Original Agreement in its entirety and replace the Original Agreement
with this Agreement; and
WHEREAS, Affinity Group and Cross Country desire that this
Agreement apply to Affinity Group's, "Good Sam Club," "Woodalls," "Coast to
Coast," "CVP," "Camping World" and any other recreational vehicle club owned
and/or operated by Affinity Group or any division, affiliate or subsidiary of
Affinity Group where the Club offers an emergency road service program or
emergency road service programs to its members (collectively, "AGI Clubs").
NOW, FOR GOOD AND VALUABLE CONSIDERATION, receipt whereof is
hereby severally acknowledged, the parties hereto agree as follows:
1. During the term hereof Cross Country agrees to perform the
services described in Article 4 below on behalf of Affinity Group for the AGI
Members, in accordance with the terms hereof. As used herein, the term "AGI
Members" shall mean all those members of AGI Clubs covered by this Agreement
at any time during the term hereof who are entitled to the benefits of an
emergency road service program for non-commercial vehicles offered by any of
such AGI Clubs (the "Emergency Road Service Program," such expression to
include such emergency road service program for non-commercial vehicles
however and wherever offered by Affinity Group). The services to be provided
by Cross Country hereunder shall be provided in the present fifty (50) states
and the District of Columbia of the United States, the provinces of Canada
and in select areas in Mexico where Cross Country from time to time provides
emergency road services as determined from time to time by Cross Country, but
not in any of
69
<PAGE>
the territories and/or possessions of the United States or Canada. Except
for (a) any acquisition by Affinity Group of an entity with contractual
requirements for provision of an emergency roadside service program by a
third party (which requirements may be extended after their respective
initial expiration or earlier termination), or (b) any AGI Club which
Affinity Group elects, in its sole discretion, at any time during the term of
this Agreement to exclude from the terms of this Agreement, Cross Country
shall be the sole supplier of services for the Emergency Road Service Program
during the term hereof, and, except with respect to any such excluded AGI
Club, neither Affinity Group nor any affiliate, division or subsidiary of
Affinity Group may provide any of such services "in house" during the term
hereof. Cross Country agrees that during the term of this Agreement Cross
Country will not knowingly provide motor club services and/or emergency
roadside assistance services for any of the entities included within the
"Prohibited Group" (hereinafter defined). The parties hereto recognize that
a breach of the covenants contained in this Article 1 would cause irreparable
injury, and damages at law would be difficult to ascertain. The parties
hereto therefore consent to the granting of equitable relief by way of a
restraining order or temporary or permanent injunction by any court of
competent jurisdiction to prohibit the breach or enforce the performance of
the covenants contained in this Article 1, in addition to all other remedies
which a court of competent jurisdiction may eventually determine. As used
herein, the term "Prohibited Group" shall mean and include those entities
which are primarily and principally involved in the motor home and/or travel
trailer ("recreational vehicles") business and the provision to owners of
recreational vehicles motor club emergency roadside assistance services.
2. (a) Within ten (10) days after the execution hereof, and
within ten (10) days after the end of each calendar month during the term
hereof, Affinity Group shall deliver to Cross Country a report setting forth:
(i) the name and address of each person and/or entity who was an AGI Member
at the beginning of such calendar month (or who are AGI Members at the time
of execution hereof, for the first of such reports), or who became an AGI
Member during such calendar month, (ii) the membership number and the
duration of such membership, (iii) the name and address of each person and/or
entity that ceased to be an AGI Member during such calendar month, and (iv)
such other information as Cross Country may from time to time reasonably
request in order to allow Cross Country to
-2-
70
<PAGE>
provide the services contemplated under this Agreement. The information
contained in each of such reports shall be updated by Affinity Group for
Cross Country at intervals no less frequently than monthly.
(b) At the time provided for the submission of the initial
report setting forth the AGI Members as of the date of execution hereof,
Affinity Group shall pay to Cross Country the administrative fee described in
section (d) below for each AGI Member who was an AGI Member during the month
to which such monthly report relates. Such administrative fee shall be
prorated if the first month of the term of this Agreement shall be a partial
month. At the time provided for submission of each subsequent monthly
report, Affinity Group shall pay to Cross Country such administrative fee for
each AGI Member who was an AGI Member during the month to which such monthly
report relates. For the last month during the term hereof such payment
administrative fee shall be pro-rated. In all events such administrative fee
shall not be less than Forty-Seven Thousand Seven Hundred Sixty-Five Dollars
($47,765.00) for any month (subject, however, to proration as aforesaid).
(c) Affinity Group agrees to maintain and preserve its books
and records with respect to AGI Members in accordance with procedures that
will reasonably allow Cross Country to verify the information provided by
Affinity Group pursuant to Section 2(b) above, and Cross Country shall have
the right from time to time to inspect such portion(s) of said books and
records as will allow Cross Country to verify amounts payable to Cross
Country hereunder. Such books, records and information shall be subject to
the confidentiality and non-disclosure provisions of this Agreement.
(d) In addition to the aforesaid administrative fee, Affinity
Group shall pay to Cross Country the following amounts at the times
indicated. For each actual billing for services rendered to an AGI Member
hereunder and/or reimbursement to an AGI Member for services obtained by such
AGI Member, Affinity Group shall pay to Cross Country an amount equal to the
actual cost to Cross Country therefor (net of all discounts, allowances or
other available deductions), plus a fee in accordance with the following
schedule. Cross Country may bill Affinity Group once or twice per month
pursuant hereto, at Cross Country's election; and each invoice shall be paid
by Affinity Group to Cross Country within twenty (20) days after submission
thereof to Affinity Group.
-3-
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<PAGE>
<TABLE>
<CAPTION>
FEE SCHEDULE
------------
- ------------------------------------------------------------------------------
<S> <C>
Monthly Administrative Fee .205 cents per AGI Member for each month to which
such monthly Administrative Fee relates, subject
to the minimum monthly Administrative Fee as set
forth in Section 2(b) hereof.
- ------------------------------------------------------------------------------
Roadside Assistance $18.20 per dispatch (with minimum payments
Dispatch Fee hereafter by Affinity Group to Cross Country
of $1,547,000 per year)
- ------------------------------------------------------------------------------
Inbound, non-dispatch $1.50 per call
related (i.e.,
information, membership
and miscellaneous, etc.
of whatever nature, not
resulting in roadside
assistance or trip
routing fees)
- ------------------------------------------------------------------------------
Trip Routing Fees (per $8.50 deluxe, plus postage
trip): $3.00 regular, plus postage
- ------------------------------------------------------------------------------
Information Systems Special Information Systems Requests includes
Request Fees: up to 25 hours analysis/design, 25 hours
programming annually. Requests in excess of
such 25 hours to be billed at $125 per hour
for analysis/design and $85.00 for
programming. Normal, routine maintenance of
such Information System shall not be subject
to such charges, and Cross Country shall
provide to Affinity Group reasonable detail
with respect to all hours expended and
charged pursuant hereto.
- ------------------------------------------------------------------------------
</TABLE>
(e) On January 1 of each year, commencing with January 1,
1999 (each such January 1 being sometimes hereinafter referred to as an
"Adjustment Date"), all amounts payable by Affinity Group under this Article
2 (including, without limitation, the per AGI Member monthly administrative
fees and the fees for services actually provided by Cross Country hereunder)
shall be adjusted (i.e., either increased or decreased) to the amount that is
determined by multiplying the initial amount of such fee, as above provided,
by a fraction the numerator of which shall be the Consumer Price Index for
All Urban Consumers, Seasonally Adjusted U.S. City Average, All Items
(1982-84-100), as published by the Bureau of Labor Statistics of the United
States Department of Labor (the "CPI"), for the month of December immediately
preceding each Adjustment Date (or the next prior published month if not
published for any such December) and the denominator of which shall be the
CPI for January 1998 (the "Base CPI"). Notwithstanding the foregoing,
however, in no event shall any increase to the fees
72
<PAGE>
hereunder for any year be greater than three percent (3%) over the fees
hereunder for the prior year hereof. Each such set of adjusted amounts shall
remain in effect and be payable by Affinity Group during the entire year
following such Adjustment
-4-
Date, until the next Adjustment Date, when the provisions hereof shall again
be applied. Until the actual amount of the adjustment for any year shall be
determined, Affinity Group shall pay at the rates provided for during the
immediately preceding year, and when the adjustment shall be so determined
Affinity Group shall immediately pay Cross Country any excess due, or Cross
Country shall immediately pay Affinity Group, as the case may be.
(g) Any amounts not paid by Cross Country or Affinity Group
to the other when due shall bear interest from the due date at the rate of
twelve percent (12%) per annum.
3. The term of this Agreement shall commence at 12:00 A.M.
Eastern Standard Time on January 1, 1998 and shall expire at 11:59 P.M.
Eastern Standard Time on December 31, 2000, unless sooner terminated as
hereafter provided.
4. In consideration of the payments to be made to Cross Country
as provided in Article 2 above, Cross Country shall provide to AGI Members
during the term hereof the services described in Exhibit A attached hereto
and made a part hereof. In connection therewith Cross Country shall maintain
on behalf of Affinity Group, at Cross Country's expense, a sufficient number
of national telephone assistance lines to provide the services contemplated
hereunder, such telephone assistance lines to be used exclusively for the
services to be provided to AGI Members. The telephone numbers for such
exclusive lines shall be owned by Affinity Group. Such lines shall be
staffed by Cross Country twenty-four (24) hours a day, seven (7) days a week,
including holidays. Cross Country shall provide all of the above described
services in a manner that is sufficient to provide the services to the AGI
Members contemplated hereunder at a general level of customer satisfaction
reasonably acceptable to Affinity Group and in substantial accordance with
the guidelines set forth on Exhibit B attached hereto. Promptly following
the date of execution hereof, Cross Country shall if so requested by Affinity
Group sign and deliver a transfer of service form with respect to such
telephone lines (the "Transfer Form"). Cross Country authorizes Affinity
Group to complete and date the Transfer Form and deliver the Transfer Form to
the applicable telephone company(ies) upon expiration of the term of this
Agreement to evidence the transfer of service back to Affinity
73
<PAGE>
Group with respect to such lines, and Cross Country shall provide at Affinity
Group's request such other agreements or instruments, without expense of
liability to Cross Country, as may be necessary for such purpose.
-5-
5. Cross Country agrees that all information assembled by
Affinity Group and provided by Affinity Group to Cross Country hereunder
regarding AGI Members, including, but not limited to, lists of names,
addresses and telephone numbers of AGI Members, is proprietary information
and shall remain the exclusive property of Affinity Group, and Cross Country
shall not use any of such information, except as contemplated under this
Agreement. All such information which is capable of being re-delivered to
Affinity Group without unreasonable burden or effort, including all copies of
materials containing such information, shall, at Affinity Group's request, be
returned to Affinity Group at the expiration of the term hereof, Affinity
Group agreeing to pay to Cross Country its reasonable costs incurred in
connection with the assembling and returning thereof. Further, (i) all
information regarding AGI Members, (ii) the terms and provisions of this
Agreement, (iii) information relating to Affinity Group's data processing
systems and/or reports, whether or not contained in reports generated by
Affinity Group hereunder, (iv) costs and/or expenses of Affinity Group in
providing the Emergency Road Service Program, and (v) Affinity Group's data
communication systems shall be treated by Cross Country as confidential, and
Cross Country shall not disclose any of such information to any other person
or entity except as necessary to perform its obligations under this Agreement
or as required to be disclosed to governmental authorities or in connection
with legal proceedings and except for information that is or becomes in the
public domain (it being acknowledged that the inclusion in telephone
directories of names, addresses and telephone numbers shall not by itself be
deemed to have placed such information in the public domain). Notwithstanding
the foregoing, provided that Cross Country has taken reasonable precautions
(where practical to do so) to protect the confidential nature of such
information, Cross Country may disclose this Agreement and its terms, and
information regarding historical and projected results of performance
hereunder, (i) to accountants and lawyers whom Cross Country retains to
provide particular services in the ordinary course of business, (ii) to
lending institutions and others in connection with financing arrangements,
(iii) to federal, state and/or local governmental authorities, and (iv) in
connection with public offerings, in each case subject to
74
<PAGE>
the recipient's holding such information in confidence (other than in
connection with public offerings), to Cross Country's releasing only so much
of such information as shall be required in the circumstances. Further,
Cross Country may disclose this Agreement and the financial results
-6-
to Cross Country of performance hereunder to prospective acquirers of all or
any part of Cross Country's business, assets or stock, subject to the
recipient's holding such information in confidence, but only to prospective
acquirers with respect to which Affinity Group has not elected to terminate
this Agreement pursuant to Section 16(a) hereof.
(b) It is understood that Cross Country does not itself
provide any of the towing and/or emergency road services described in Exhibit
A, but arranges for such services to be provided through independent
providers. Affinity Group agrees that all lists assembled by Cross Country
of the names, addresses and telephone numbers of such independent providers
are proprietary information and are the exclusive property of Cross Country,
and Affinity Group shall not use or disclose any such information except as
contemplated in this Agreement. Affinity Group further agrees that the
following information is confidential information belonging to Cross Country
and shall not be used or disclosed by Affinity Group other than in connection
with the transactions contemplated in this Agreement, except as Affinity
Group may be required to disclose any such information to governmental
authorities or in connection with legal proceedings and except to the extent
that such information is in the public domain (it being acknowledged that the
inclusion in telephone directories of names, addresses, telephone numbers and
description of services does not place such information in the public
domain): (i) the terms and provisions of this Agreement, (ii) information
relating to Cross Country's data processing systems and/or reports, whether
or not contained in reports generated by Cross Country hereunder, (iii) costs
and or expenses of Cross Country in providing services hereunder, (iv) Cross
Country's data communication systems, and (v) the names and addresses of said
independent providers. Notwithstanding the foregoing, provided that Affinity
Group has taken reasonable precautions (where practical to do so) to protect
the confidential nature of such information, Affinity Group may disclose this
Agreement and its terms and information regarding historical and projected
results of performance hereunder (i) to accountants and lawyers whom Affinity
Group retains to provide particular services in the
75
<PAGE>
ordinary course of business, (ii) to lending institutions and others in
connection with financing arrangements, (iii) to federal, state and/or local
governmental authorities as required by law, and (iv) in connection with
public offerings, in each case subject to the recipient's holding such
information in confidence, and to Affinity Group's releasing only so much of
such
-7-
information as shall be required in the circumstances.
(c) The provisions of this Article 5 shall survive the
expiration or other termination of this Agreement, and shall continue in
force and effect for a period of five (5) years thereafter. The parties
hereto recognize that a breach of the covenants contained in this Article 5
would cause irreparable injury and that damages at law would be difficult to
ascertain. The parties hereto therefore consent to the granting of equitable
relief by way of a restraining order or temporary or permanent injunction by
any court of competent jurisdiction to prohibit the breach or enforce the
performance of the covenants contained in this Article 5.
6. (a) Cross Country agrees to indemnify, defend and hold
Affinity Group harmless from any and all claims, demands, suits, liabilities
and any costs and expenses, including reasonable attorneys' fees, arising
from or in any way connected with (i) the conduct of Cross Country,
including, without limitation, its conduct in performing the services
contemplated hereunder, (ii) the failure of Cross Country to perform its
duties pursuant to this Agreement and/or observance of all the terms,
covenants and conditions contained herein, (iii) any breach of any warranty
or representation on its part made herein, or (iv) a "Cross Country Breach"
(as defined in Article 13 below). Cross Country shall also indemnify
Affinity Group for and hold Affinity Group harmless from and against any
liability for any acts or omissions of the actual providers of the services
hereunder ("Service Provider Claims"), as described in Section 5(b) above,
when such claim is made by an AGI Member or a third party (but not by
Affinity Group itself); provided, however, that Cross Country's obligation to
indemnify Affinity Group and hold Affinity Group harmless for Service
Provider Claims shall be limited to the insurance coverage maintained from
time to time by Cross Country and actually payable by the insurance company
with respect to each such Service Provider Claim. During the term of this
Agreement, Cross Country shall maintain a minimum of $20,000,000 of insurance
coverage for this purpose and Cross County shall cause Affinity Group to be
named as an additional insured on such insurance policy(ies) as may be
maintained from time to time by Cross Country providing
76
<PAGE>
coverage to Cross Country for claims by AGI Members alleging liability for
the acts or omissions of any service provider, and Cross Country shall
deliver to Affinity Group from time to time, upon written request therefor by
Affinity Group, a certificate evidencing such naming.
-8-
(b) Affinity Group agrees to indemnify, defend and hold Cross
Country harmless from and against any claims, demands, suits, liabilities and
any costs and expenses, including reasonable attorneys' fees, arising from or
in connection with (i) the conduct of Affinity Group or its subsidiaries or
affiliates, including, without limitation, sales of and promotion of sales
memberships in the Good Sam Club or any other AGI Club, (ii) any breach of
any warranty or representation or agreement on its part made herein, and
(iii) an "Affinity Group Breach" (as defined in Article 13 below).
(c) The provisions of this Article 6 shall survive expiration
or termination of this Agreement.
7. The relationship between Cross Country and Affinity Group
shall be one of independent contractors, and not one of joint venture,
partnership or employment, and nothing in this Agreement shall be construed
to create any relationship other than independent contractors between the
parties hereto.
8. (a) The failure of either party to enforce at any time, or
for any period, the provisions of this Agreement shall not be construed as a
waiver of such provisions or of the right of such party thereafter to enforce
each and every such provision. No claim or right arising out of the breach
or default of this Agreement may be discharged in whole or in part by a
waiver or renunciation of such claim or right unless such waiver or
renunciation is in writing and signed by the aggrieved party.
(b) If any action at law or in equity shall be instituted to
enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary disbursements
in addition to any other relief to which it may be entitled.
(c) This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Colorado.
9. (a) In the event that:
(i) either Cross Country or Affinity Group shall neglect or
fail to perform any of its respective duties or observe
any of the conditions, provisions,
77
<PAGE>
terms and covenants contained in this Agreement, and
such neglect or failure shall continue uncured for a
period of thirty (30) days (ten (10) days in the case
of the neglect or failure to pay money to the
-9-
other) after receipt of written notice from the other party of such neglect or
failure;
(ii) any interest of either Cross Country or Affinity Group
under this Agreement shall be taken on execution or by
other process of law;
(iii) either Cross Country or Affinity Group shall commit an
act of bankruptcy or become insolvent according to law;
(iv) either Cross Country or Affinity Group makes an
assignment for the benefit of creditors;
(v) a receiver, guardian, conservator, trustee or assignee
or any similar officer or person is appointed for either
Cross Country or Affinity Group by any court and not
discharged within thirty (30) days of such appointment;
or
(vi) any court shall enter an order with respect to either
Cross Country or Affinity Group providing for a general
modification or alteration of the rights of its
creditors;
then the other party may elect, then or at any time thereafter but prior to
the curing of the event of default, to give written notice of its intention
to terminate this Agreement immediately or on any subsequent date specified
in such notice, and this Agreement shall thereafter be terminated, without
prejudice to any remedies for any and all claims held by the terminating
party against the other, all of which shall immediately become due and
payable.
(b) If either Affinity Group or Cross Country shall breach or
be in default under this Agreement, then whether or not this Agreement shall
be terminated for any default as set forth in subparagraphs (i) through (vi)
above for any breach hereof, the party found to be in default or breach shall
pay to the prevailing party all reasonable costs incurred by the prevailing
party in enforcing any of its rights hereunder, or in collecting any sums due
and payable to it hereunder, including reasonable attorneys' fees.
10. (a) It is agreed that if any provisions of this Agreement
shall be determined to be void by any court of competent jurisdiction, then
such determination shall not affect any other
78
<PAGE>
provisions of this Agreement, all of which other provisions shall remain in
full force and effect (unless such determination shall render either party's
performance hereunder substantially more difficult to perform, in which case
upon the giving of proper notice this
-10-
Agreement may be terminated by either party). Further, it is the intention
of the parties hereto that if any provision of this Agreement is capable of
two constructions, only one of which would render the provision valid, then
the provision shall have the meaning which renders it valid.
(b) This Agreement amends, restates and replaces the Original
Agreement in its entirety. This instrument contains the entire and only
agreement between the parties, and no oral statements or representations or
prior written matter not contained in this instrument shall have any force or
effect. This Agreement shall not be modified in any way except by a writing
subscribed by the parties by their duly authorized representatives.
(c) All notices and other communications authorized or
required hereunder shall be in writing and shall be deemed duly given if sent
by certified or registered mail, return receipt requested, or by recognized
overnight delivery service (e.g., Federal Express, Airborne, etc.), in each
case fees and postage prepaid. If given to Cross Country, the same shall be
sent to it at:
Cross Country Motor Club, Inc.
4040 Mystic Valley Parkway
Medford, Massachusetts 02155
Attention: Sidney D. Wolk, President,
with a copy to:
Lane & Altman & Owens LLP
101 Federal Street
Boston, MA 02110
Attention: Nathan T. Wolk, Esq.,
or to such other person or at such other address as Cross Country may
hereafter designate by notice to Affinity Group. If given to Affinity Group,
the same shall be sent to it at:
Affinity Group, Inc.
2575 Vista Del Mar Drive
Ventura, CA 93001
Attention: President,
79
<PAGE>
with a copy to:
David Block
64 Inverness Drive
Englewood, CO 80112
-11-
and
Kaplan, Strangis and Kaplan, P.A.
5500 Norwest Center
90 South 7th Street
Minneapolis, MN 55402
Attention: Robert T. York, Esq.,
or to such person or at such other address as Affinity Group may hereafter
designate by notice to Cross Country. It is understood and agreed by the
parties hereto that copies of the notices to be delivered as specified above
are intended for informational purposes only, and that failure to deliver
such copies shall not invalidate any notice otherwise properly given as
provided above as long as the party giving notice has made a good faith
effort to properly deliver such copies.
11. For those states in which Cross Country Motor Club of
California, Inc., rather than Cross Country Motor Club, Inc., shall be
permitted to conduct business, the obligations of Cross Country under this
Agreement may be performed by Cross Country Motor Club of California, Inc.
Accordingly, Cross Country Motor Club of California, Inc. joins in this
Agreement for such purposes. In such case, any reference to Cross Country
shall where applicable mean and refer to Cross Country Motor Club of
California, Inc., it being understood that Cross Country shall remain jointly
and severally liable with respect to all such obligations. Until further
notice, all sums shall be made payable to Cross Country Motor Club, Inc., and
shall be delivered to it at the place above provided for the rendering of
notices. Any notice given by or to Cross Country Motor Club, Inc., shall be
deemed notice also given by or to Cross Country Motor Club of California, Inc.
12. Cross Country shall supply to Affinity Group (a)
substantially the reports described in Exhibit C attached hereto and hereby
made a part hereof at the respective times therein indicated, and (b) such
other information in the possession of Cross Country as Affinity Group may
from time to time reasonably request with respect to the items for which
Affinity Group is required to reimburse or pay Cross Country in connection
with the services to be provided by Cross Country hereunder, including copies
of supporting information relating to the
80
<PAGE>
costs of such services or any other costs incurred by Cross Country that are
required to be reimbursed by Affinity Group in accordance with the terms
hereof. Affinity Group shall have the right from time to time, upon
reasonable prior notice, to inspect such
-12-
portion of Cross Country's books and records relating directly to the
Emergency Road Service Program as will allow Affinity Group to verify the
correctness of the amounts that Affinity Group is required to pay to Cross
Country hereunder.
13. (a) In the event that it shall be or become unlawful for
Affinity Group to offer the Emergency Road Service Program or for Cross
Country to provide the services contemplated hereunder in any state, Affinity
Group and Cross Country shall each have the right to terminate this Agreement
with respect to the state(s) in which it is or has become unlawful to offer
the Emergency Road Service Program or to provide such services. If and to
the extent so terminated, AGI Members in that state(s) shall thereafter not
be deemed to be AGI Members for purposes of this Agreement. The parties
hereto acknowledge that (i) Affinity Group is responsible to obtain and
maintain all licenses, authorizations and approvals that, assuming compliance
by Cross Country with its obligations set forth herein, are required by any
state to be obtained and/or maintained in connection with the offering and
implementation of the Emergency Road Service Program in that state as
contemplated hereunder, and (ii) Cross Country is responsible to obtain and
maintain all licenses, authorizations and approvals that are required by any
state to provide services of the type contemplated to be provided to members
hereunder in general but unrelated to this specific Agreement. Any breach by
Affinity Group of its obligations under the preceding sentence is referred to
as a "Affinity Group Breach" and any breach by Cross Country of its
obligations under the preceding sentence is referred to as a "Cross Country
Breach".
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<PAGE>
(b) In the event that (i) this Agreement is terminated by
Cross Country as to any state as set forth in such paragraph (a) immediately
above because of an Affinity Group Breach or a Cross Country Breach, as the
case may be, and (ii) termination of this Agreement with respect to such
state shall have a material impact upon the aggregate of the transactions
contemplated under this Agreement, either party shall have the right to
terminate this Agreement in its entirety, provided that any such termination
shall be made by written notice to the other party, given within sixty (60)
days after termination hereof with respect to one state as aforesaid, and
that any such termination of this Agreement in its entirety shall be upon no
less than ninety (90) days prior notice.
14. Affinity Group agrees that it will not distribute or use any
promotional materials referring to Cross Country and/or any of the services
to be provided by Cross
-13-
Country hereunder without on each occasion first obtaining the written
consent of Cross Country.
15. Each party represents and warrants to the other as follows:
(a) the execution and delivery of this Agreement has been duly
authorized and adopted by resolution or ratification by
all necessary parties or bodies;
(b) its obligations under this Agreement are legal, valid and
binding obligations enforceable against it in accordance
with its terms; and
(c) it is not a party to, or is bound by, any contractual
agreement or instrument which would prevent or impede or
restrict its performance under this Agreement and that it
is not a party to any litigation which would prevent or
impede the performance of its obligations under this
Agreement.
16. (a) Except for an assignment by Cross Country to an entity
that is controlled by Cross Country or under common control with Cross
Country, Cross Country may not assign all or any portion of its interest in
this Agreement without obtaining the prior written consent of Affinity Group.
If Cross Country desires to assign its interest in this Agreement during the
term hereof, where consent by Affinity Group to such assignment is required
pursuant hereto, Cross Country shall give Affinity Group written notice of
such intent to assign. Within thirty (30) days
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<PAGE>
after Cross Country shall have notified Affinity Group of Cross Country's
intention to consummates such assignment, Affinity Group shall notify Cross
Country of its intent to consent to such assignment by Cross Country or,
alternatively, to terminate this Agreement. In the event Affinity Group
shall fail or refuse to give such consent within thirty (30) days after Cross
Country shall have given Affinity Group notice of Cross Country's intention
to consummate such assignment and Cross Country shall desire to effect such
assignment nonetheless, Affinity Group's sole remedy shall be termination of
this Agreement. Such termination shall be effective one hundred twenty (120)
days after the earlier of (i) the date on which Affinity Group has notified
Cross Country of Affinity Group's intent to terminate this Agreement, or (ii)
if Affinity Group has not theretofore given notice to Cross Country of
Affinity Group's consent to such assignment or of Affinity Group's intent to
terminate this Agreement, thirty (30) days after Cross Country shall have
-14-
notified Affinity Group of Cross Country's intention to consummate such
assignment. Unless Affinity Group shall have otherwise agreed in writing, no
such assignment shall relieve Cross Country of its obligations under this
Agreement.
(b) Except for an assignment by Affinity Group to an entity
that is controlled by Affinity Group or under common control with Affinity
Group, Affinity Group may not assign all or any portion of its interest in
this Agreement without obtaining the prior written consent of the Cross
Country. If Affinity Group desires to assign its interest in this Agreement
during the term hereof, where consent by Cross County to such assignment is
required pursuant hereto, Affinity Group shall give Cross Country written
notice of such intent to assign. In the event Cross Country shall fail or
refuse to give such consent and Affinity Group shall desire to effect such
assignment nonetheless, Cross Country's sole remedy shall be termination of
this Agreement, which termination shall be effective 120 days after Affinity
Group shall have notified Cross Country of Affinity Group's intention to
consummate such assignment. Unless Cross Country shall have otherwise agreed
in writing, no such assignment shall relieve Affinity Group of its
obligations under this Agreement.
17. The parties hereto agree that all disputes arising under or
relating to this Agreement or the transactions contemplated hereunder shall
be subject solely to binding arbitration, held in accordance with the rules
of the American Arbitration Association. In
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<PAGE>
addition to, and not by way of limitation of, the rules of the American
Arbitration Association, in any arbitration proceeding hereunder the parties
shall each have the right to perform full discovery and to call witnesses to
the extent allowed by the rules of civil procedure of the applicable
jurisdiction as long as such procedures do not unduly delay completion of the
arbitration process. Judgment upon the award rendered may be entered and
enforced in any court having jurisdiction thereof.
-15-
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under seal as of the date first written in this Agreement.
CROSS COUNTRY MOTOR CLUB, INC.
By: /s/
------------------------------
Robert Elsasser
VP Sales
CROSS COUNTRY MOTOR CLUB OF
CALIFORNIA, INC.
By: /s/
------------------------------
Robert Elsasser
VP Sales
AFFINITY GROUP, INC.
By: /s/
------------------------------
David Block
Its: Sr. Vice President
------------------------------
-16-
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<PAGE>
EXHIBIT A
SERVICES TO BE PROVIDED TO
THE AGI MEMBERS
The following services shall be provided on a "sign and drive" basis (no cash
outlay by the AGI Member) except that such services shall be only on an
immediate Member reimbursement basis in Mexico.
1. TOWING:
a) MECHANICAL DISABLEMENT:
Cross Country shall provide for the towing of AGI Member's
disabled vehicle, to the nearest, as determined by Cross
Country, repair facility qualified to remedy the disabled
vehicle's mechanical problem. Should the AGI Member request
to be towed to an alternate service center or location which
will require additional towing mileage, any and all additional
costs shall be the responsibility of the AGI Member. All
costs associated with repair parts, repair labor, and repair
services shall be the responsibility of the AGI Member.
b) COLLISION:
Cross Country shall provide for the towing of AGI Member's
damaged vehicle to the nearest, as determined by Cross
Country, repair facility qualified to repair the damaged
vehicle. Should the AGI Member request to be towed to an
alternate service center or location which will require
additional towing mileage, any and all additional costs shall
be the responsibility of the AGI Member. All costs associated
with repair parts, repair labor, and repair services shall be
the responsibility of the AGI Member.
2. ON-SITE EMERGENCY ROADSIDE ASSISTANCE SERVICES:
a) OUT OF FUEL:
Cross Country shall provide for the delivery of up to 5
gallons of fuel to stranded AGI Members (except where
prohibited by law).
b) FLAT TIRE:
Cross Country shall provide for replacement of AGI Member's
flat tire with inflated spare tire, or shall provide for
delivery of a replacement tire if necessary. The actual cost
of the replacement tire, mounting, and balancing will be at
the AGI Member's expense.
-i-
c) JUMP-START/BATTERY BOOST
Cross Country shall provide for a jump start of the AGI
Member's drained battery, or delivery of a replacement battery
to the AGI Member if necessary.
85
<PAGE>
The actual cost of the replacement battery and labor to
install the battery will be at the AGI Member's expense.
d) LOCKOUT - LOCKSMITH
Cross Country shall provide for the delivery of locksmith
services to the stranded AGI Member, and assist in the opening
of the AGI Member's locked vehicle, and/or obtaining a
replacement key. Actual cost of key replacement will be at
the AGI Member's expense.
e) EMERGENCY FLUIDS
Cross Country shall provide for the delivery of emergency
fluids to the stranded AGI Member. Fluids include oil, water,
transmission fluid, power steering fluid, and brake fluid, as
necessary to remedy the disablement.
3. OTHER SERVICES:
Cross Country shall provide for trip interruption, trip
routing/planning/mapping and basic concierge services, such as
assisting with finding alternate transportation, lodging and/or
food.
4. INFORMATION CALLS:
Cross Country shall respond to all AGI Member inquiries regarding
emergency road services, or if unable to respond, refer to
Affinity Group for appropriate response.
The Program does not offer reimbursement for the cost of parts, fuel or labor
for repairs or installations, unless authorized by Affinity Group.
-ii-
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<PAGE>
EXHIBIT B
OPERATING PARAMETERS
AGI Member calls are to be answered as follows:
1. All calls are to be answered by a live operator or electronic
message not to exceed three rings plus the length of the
electronic message.
2. A minimum of 80% of all calls must be answered by a live
operator within 30 seconds of caller having heard the initial
announcement.
3. The average waiting time for calls placed in queue shall be 40
seconds or less.
4. 80% of estimated time of arrivals are to average 35 minutes
and are not to exceed 60 minutes from the time of the dispatch
unless due to circumstances beyond the control of Cross
Country.
5. A combination of process will be used to assure that
dispatches are properly handled and closed within the
guidelines specified in item 4 above. These will include, but
are not limited to, the following (which may be modified from
time to time upon the mutual agreement of the parties):
a) An "open dispatch" exception report will be run daily
and reviewed by appropriate supervisory personnel.
b) Routine selective silent monitoring will be performed
with each call center representative assigned to the
emergency road service program.
c) Routine selective outbound "QC" calls will be made to
vendors and AGI Members.
d) Vendors will be instructed to contact Cross County in
the event an AGI Member's vehicle is not found at the
location designated by the AGI Member, or if the
vendor is unable to perform the agreed upon road
service.
6. An average overall monthly score of at least 95%
excellent/good rating on quality assurance survey items
directly relating to the performance of Cross Country and the
tow operators used for dispatch must be maintained. Cross
County will be responsible for the preparation, dissemination
and collection of all surveys, at its sole expense. Affinity
Group shall have approval rights with respect to the content
and style of each survey questionnaire. The survey score
shall be computed each month by adding the scores of
questionnaire items 4, 8 and 9 for such month, dividing the
total by three and rounding the results to the nearest rating.
7. First time callers to Cross Country will be specifically
acknowledged, in a format to be developed by Cross County and
Affinity Group.
-i-
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EXHIBIT C
DESCRIPTION OF REPORTS
1. Dispatch Claims Billing
2. Dispatch Claims Billing over $100
3. Claims Reimbursement Billing
4. Administrative Service Call Fees
5. Dispatch Service Call Fees
6. Voids
7. Voids over $100
8. Monthly Billing Recap
9. Trip Routings Fulfilled
10. Daily Call/Dispatch
11. Daily Quality Surveys for Mailing
12. Monthly Recap of Quality Surveys
13. Daily Dispatch Exception Alert
14. Monthly Dispatch Reason by Vehicle Type
15. Monthly Abusers
-i-
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EXHIBIT 10.32
Engagement Agreement between JBMC, Inc. and the Company dated September 8, 1996.
ENGAGEMENT AGREEMENT entered into on September 8, 1996 between JBMC, Inc., 1020
E. Desert Inn, Suite 203, Las Vegas, Nevada 89109 and Affinity Group, Inc., 2575
Vista Del Mar, Ventura, California 93001, whereby JBMC, Inc. and its affiliates
is engaged to assist Affinity (the term "Company" as used herein shall include
Affinity Group, Inc. and its affiliates) in the acquisition of Camping World,
Inc. This agreement contains the terms of this engagement.
TERM. The term of this Engagement is for 12 months beginning September 8, 1996.
The Term can be extended by mutual agreement as long as discussions concerning a
transaction are ongoing.
COMPENSATION. Affinity will pay JBMC, Inc. a fee of $500,000 upon completion of
a successful acquisition of Camping World.
EXCLUSIVITY. During the Term, JBMC, Inc. will be the exclusive representative
regarding the transaction.
INDEMNIFICATION. The Company agrees to indemnify JBMC, Inc. and its affiliates,
employees, stockholders and representatives and hold harmless against any and
all losses, claims, damages or liabilities, joint and several to which JBMC,
Inc. becomes subject in connections with the Engagement under federal securities
law, under any statute, at common law or otherwise.
CONFIDENTIALITY. The Company agrees that information developed by JBMC, Inc. in
the course of the Engagement (the "Information") will be treated as private and
confidential, and will not be disclosed to any third party without prior written
approval of JBMC, Inc., except as may be required by law. The term
"Information" does not include information which (i) is or becomes generally
available to the public, (ii) was available on a non-confidential basis prior to
its disclosure or (iii) comes on a non-confidential basis from a third party
source. Neither the Company nor JBMC, Inc. will make any public announcement
concerning a potential Transaction without the consent of the other.
MISCELLANEOUS. This Agreement embodies the entire agreement and understanding
of the parties hereto and supersedes all prior agreements and understandings,
written or oral, relating to the subject matter of the Engagement. This
Agreement may not be modified or amended or any term of provision hereof waived
or discharged, except in writing signed by the party against whom such
modification, amendment or waiver is sought to be enforced/ This agreement is
not assignable. Without limiting the foregoing, all provisions hereof shall be
binding on and applicable to any successor to the assets and/or business of the
Company. The Company and JBMC, Inc. each represents that this agreement has in
all respects been duly authorized, executed and delivered by and on behalf of
itself. Heading titles are for descriptive purposes only and do not control or
alter the meaning of the Agreement as set forth in the text. JBMC, Inc. will be
free to conduct business with others including competitors of the Company in
undertakings similar to this Engagement. The obligations of JBMC, Inc.
hereunder are intended
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solely for the benefit of the Company and JBMC, Inc. does not have any
obligation to any person other than the Company.
ACCEPTED AND AGREED:
JBMC, INC. AFFINITY GROUP, INC.
By: /s/ By: /s/
---------------------------- ----------------------------------
Joe McAdams, President Steve Adams, Chairman of the Board
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EXHIBIT 10.33
Note Receivable dated December 30, 1996 between Joe McAdams and the Company.
PROMISSORY NOTE
$1,000,000.00 Ventura, California
December 30, 1996
FOR VALUE RECEIVED, Joe B. McAdams ("Maker") , promises to pay to
the order of Affinity Group, Inc., a Delaware corporation ("Payee"), its
successors and assigns, the principal sum of One Million Dollars
($1,000,000.00) upon demand by the Payee. If payment is not made when
demanded, the unpaid principal balance shall bear interest at the rate of
twelve percent (12%) per annum until all amounts due hereunder have been paid
in full.
This Note may be prepaid in whole or in part at any time and from
time to time without penalty. All payments shall be applied first to accrued
interest and then to unpaid principal balances.
All amounts due hereunder shall be paid at 2575 Vista Del Mar
Drive, Ventura, California 93001, or at such other place as the Payee shall
have designated to the Maker in writing.
The indebtedness evidenced by this Note is secured by and
entitled to the benefit of all of the provisions contained in that certain
Collateral Assignment and Pledge of Phantom Stock Interests (the "Collateral
Assignment") dated the date hereof from Maker in favor of the Payee.
Notwithstanding any provision contained herein to the contrary, the
obligations of the Maker under this Note shall be nonrecourse obligations
with respect to the Maker, and Maker shall have no personal pecuniary
liability hereunder. The Holder of this Note shall not seek any judgment for
a deficiency or personal judgment against Maker with respect to this Note or
the Collateral Assignment.
Any one or more of the following shall constitute an event of
default under this Note: (i) failure by the Maker to pay any installment of
interest or principal on this Note when the same shall have become due and
such failure shall continue for more than 10 days after notice thereof to the
Maker, or (ii) Maker shall make an assignment for the benefit of his
creditors or a petition in bankruptcy as filed by or against the Maker and is
not stayed or discharged within 60 days thereafter. When any such event of
default has occurred and is continuing, the Holder of this Note may declare
the entire remaining indebtedness hereunder, including accrued interest, to
be immediately due and payable and exercise each and every remedy available
to the Holder of this Note under applicable law.
The Maker hereby waives presentment, demand, protest, and notice.
The Maker shall pay on demand all costs, including court costs and
reasonable attorneys' fees, paid or incurred by the holder hereof in
enforcing this Note.
IN WITNESS WHEREOF, the Maker has caused this Note to be fully executed as of
the date first above written.
/s/
----------------------------
Joe B. McAdams
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COLLATERAL ASSIGNMERT AND PLEDGE OF
PHANTOM STOCK INTERESTS
THIS COLLATERAL ASSIGNMENT AND PLEDGE OF PHANTOM STOCK INTERESTS
(the "Assignment") is made as of the 30th day of December 1996 by JOE B.
MCADAMS (the "Maker") to and with AFFINITY GROUP, INC. , a Delaware
corporation (the "Company') , with offices at 2575 Vista Del Mar Drive,
Ventura, California 93001.
W I T N E S S E T H:
WHEREAS, the Maker is a party to that certain Phantom Stock
Agreement dated as of January 2, 1992, as amended (the "Phantom Stock
Agreement") pursuant to which Maker is entitled to the Phantom Stock Interest
(as defined in the Phantom Stock Agreement) ; and
WHEREAS, the Company has agreed to make a loan in the aggregate
principal amount of One Million Dollars ($1,000,000) to the Maker, such loan
to be evidenced by the Maker I s promissory note issued to the Company in
said aggregate principal amount (the "Note"); and
WHEREAS, in order to induce the Company to make the loan, the
Maker has agreed to assign and pledge his Phantom Stock Interest to the
Company;
NOW, THEREFORE, for value received and as security for the
payment and performance of all obligations, indebtedness and liability of the
Maker under the Note (the "Obligations"), the Maker, for himself and for his
heirs, successors and assigns, does hereby pledge, transfer, assign and
deliver unto the Company, its successors and assigns, and grants to the
Company a security interest in, all of the right, title and interest of the
Maker, whether now existing or hereafter arising, in and to the Phantom Stock
interest, including, without limitation, all right to receive the cash value
thereof or any distributions or payments with respect thereto.
TO HAVE AND TO HOLD the same unto the Company, its successors and
assigns, until such time as the Obligations shall have been paid in full.
This instrument is delivered and accepted upon the following terms and
conditions:
1 . COMPANY'S RIGHTS IN EVENT OF DEFAULT.
1.1 Immediately upon the occurrence of any default under any of
the Obligations, which default entitles the holders thereof to accelerate the
indebtedness evidenced thereby (a "Default") , and so long as such Default shall
continue, at the option of the Company, the Company shall have the exclusive
right to offset its obligations under the Phantom Stock Agreement against the
Obligations without further authorization, note or demand.
1.2 The Maker does hereby constitute and appoint the Company,
upon such Default, with full power of substitution and revocation, his true
and lawful attorney, for him and in his name, place and stead, to do and
perform any or all of the following as fully as he could do if personally
present, hereby ratifying and confirming all that his said attorney or its
substitute shall lawfully do or cause to be done by virtue hereof.
1.3 If a Default shall occur, then thereupon and at any time or
times thereafter, the Company shall have all rights and remedies provided to
a secured party under the Uniform Commercial Code of the State of California.
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2. PHANTOM STOCK AGREEMENT.
This Assignment is for collateral purposes only, and all of the
rights and obligations of the Maker and the Company under the Phantom Stock
Agreement shall remain in full force and effect, unaffected by this
Assignment.
3. TERMINATION OF THIS AGREEMENT.
Upon payment in full of all of the Obligations, the Company covenants and
agrees to execute and deliver to the Maker instruments effective to evidence
the termination of this instrument and/or the reassignment to the Maker of
the rights, power and authority granted herein.
5. NO PERSONAL RECOURSE.
Notwithstanding any provision contained herein to the contrary,
the obligations of the Maker under the Note are nonrecourse obligations with
respect to the Maker, and Maker shall have no personal pecuniary liability
thereunder. The holder of the Note shall not seek any judgment for a
deficiency or personal judgment against the Maker with respect to the Note or
this Assignment.
6. MISCELLANEOUS PROVISIONS.
6.1 No change, amendment, modification, cancellation or
discharge hereof, or of any part hereof, shall be valid unless all of the
parties hereto shall have consented thereto in writing.
6.2 The terms, covenants and conditions contained herein shall
inure to the benefit of, and bind the Company and the Maker and its or his
respective successors and assigns or executors, administrators, successors
and assigns, as the case may be.
-2-
6.3 The captions of this instrument are for convenience and
reference only and neither in any way define, limit or describe the scope or
interest herein nor in any way affect this instrument.
6.4 If any provision hereof shall be invalid or unenforceable in
any respect or in any jurisdiction, the remaining provisions hereof shall
remain in full force and effect and shall be enforceable to the maximum
extent permitted by law.
6.5 This Assignment shall be governed by and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the Maker has executed this Assignment as of the day and
year first above written.
/s/
---------------------------
Joe B. McAdams
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EXHIBIT 10.34
Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and
the Company.
[TYPED ON AFFINITY GROUP, INC. LETTERHEAD]
September 1, 1997
Stephen Adams
Affinity Group, Inc.
2575 Vista Del Mar Drive
Ventura, CA 93001
RE: EMPLOYMENT AGREEMENT DATED AS OF AUGUST 1, 1993 (THE "EMPLOYMENT
AGREEMENT") BETWEEN AFFINITY GROUP, INC. (THE "COMPANY") AND
STEPHEN ADAMS
Dear Steve:
The term of the Employment Agreement continues until September 1,
1997. The Company desires to continue your employment in accordance with the
terms of the Employment Agreement and you have acknowledged that you are
willing to continue such employment. Therefore, the terms of the Employment
Agreement shall be extended for an additional one (1) year period beginning
on the date hereof and continuing until September 1, 1998.
If the foregoing properly sets forth our understanding, I would
appreciate your so acknowledging by executing the counterpart of this letter
in the space provided below.
AFFINITY GROUP, INC.
By: /s/
------------------------
Its: President
Accepted and agreed to as of the 1st day of September, 1997.
/s/
- ------------------------
Stephen Adams
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EXHIBIT 10.35
Form of Phantom Stock Agreement
FORM OF PHANTOM STOCK AGREEMENT
THIS AGREEMENT, made and entered into as of the ___ day of
______, 199_ by and between Affinity Group, Inc., a Delaware corporation (the
"Company") and _______________ (the "Executive");
W I T N E S S E T H
WHEREAS, the Company proposes to employ the Executive in the
operations of the Company and the Company is desirous of affording Executive
incentives, in the form of phantom stock of the Company, in connection
therewith;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the Company and
Executive hereby agree as follows:
ARTICLE I
EMPLOYMENT
Section 1.1. EMPLOYMENT. The Company hereby employs the
Executive as an executive officer of the Company to perform such duties and
discharge such functions in and about the business and affairs of the
Company, or one or more of its subsidiaries, as the board of directors of the
Company may from time to time determine. Executive agrees, during the term
hereof, to diligently and in good faith perform and discharge such duties and
functions and Executive shall devote all of his working time, energy and
ability exclusively to the performance of his duties hereunder. Executive
shall not directly or indirectly engage or participate in the operations or
management of, or render any services to, any other businesses or enterprises.
Section 1.2. BASIC COMPENSATION. The Company agrees to pay
Executive a base annual salary in such amount as may from time to time be
determined by the board of directors of the Company and discussed with the
Executive on an annual basis. Basic compensation payable under this section
shall be payable in accordance with such practices and procedures as are
generally applicable to other employees of the Company.
Section 1.3. FRINGE BENEFITS. While Executive is in the employ
of the Company, the Company agrees to provide to Executive such benefits as
may be provided by the Company from time to time to its similarly situated
employees.
Section 1.4. SEVERANCE. If the Company terminates the
employment of the Executive without Cause, the Company shall (i) make a lump
sum severance payment equal to twelve (12) months of the Executive's current
base compensation paid pursuant to Section 1.2 hereof, and (ii) pay to the
Executive the amount of the bonus, if any, accrued to the date of such
termination under section 1.5 hereof. Such severance payment shall be made
within thirty (30) days after the determination of the amount of the accrued
bonus calculated pursuant to the provisions of section 1.5 hereof. It is
agreed that any termination of employment is without prejudice to any other
remedy to which the Company may be entitled, either by law, in equity or
under this Agreement.
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The Company has the absolute right to terminate this Agreement,
and the employment of the Executive hereunder, for Cause without any further
obligation to the Executive in respect of severance payments to the Executive
hereunder. For purposes of this Agreement, Cause includes, but is not limited
to the following:
(i) Executive's breach of the terms of this Agreement or
any other legal obligation to the Company; or
(ii) Executive's fraud, dishonesty, negligence, misconduct
or other deliberate action which causes injury to the
Company or any of its subsidiaries or to their respective
reputations or an act of the Executive involving moral
turpitude or a serious crime.
The Executive shall not be entitled to severance under this
section 1.4 if the employment of the Executive is terminated for any of the
following reasons:
(i) the Executive terminates this Agreement at any time;
(ii) death of the Executive;
(iii) the Disability of the Executive.
Section 1.5. BONUS. The Company adopts, from time to time,
formal written bonus programs for certain of its executives. Such written
bonus programs, if adopted and if extended to the Executive, shall be in
addition to the basic compensation payable under section 1.2 hereof. The
amount of the bonus will be determined on mutually agreed-upon objectives.
The Company reserves the absolute right to amend, replace or terminate, from
time to time, any such written bonus program and to determine the extent of
its application, all without any liability to the Executive. The bonus, if
any, payable under this section 1.5 shall be paid in accordance with the
terms of the formal written bonus program adopted by the Company.
Section 1.6. TERM. The term of this Agreement shall commence on
the date of this Agreement and continue through the fifth anniversary of the
date of this Agreement provided, however, that Executive shall have the
continuing option to immediately terminate the employment provided by section
l.l hereof by giving two (2) weeks' notice thereof to the Company and the
Company shall have the continuing option to immediately terminate the
employment provided by section l.l hereof by giving written notice thereof to
Executive which notice may be effective immediately. Upon any such
termination, all of the rights and obligations set forth in this Article I
shall terminate provided, only, that the Company shall pay to Executive the
severance, if any, payable under section 1.4 hereof.
ARTICLE II
PHANTOM STOCK INTEREST
Section 2.1. AWARD OF PHANTOM STOCK INTEREST. Provided that
Executive shall have been a full time employee of the Company for the twelve
(12) consecutive calendar months preceding each such date (or, in the case of
January 1 of the year following the date of this Agreement, the period of
time between the date hereof and such January 1), the Company agrees that
Executive shall be awarded one Phantom Stock Interest on each of January 1,
____, January 1, ____, January 1, ____, January 1, ____ and January 1, ____.
-2-
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Section 2.2. PAYMENT OF AWARDED PHANTOM STOCK INTEREST. The
Company shall pay, and Executive shall be entitled to receive, the cash value
of the Awarded Phantom Stock Interest, which shall be paid as follows:
(i) One-third (1/3) thereof within thirty (30) days of the
determination of such cash value in accordance with the
provisions of section 4.3 hereof, and
(ii) One-third (1/3) thereof on the first anniversary of the
Determination Date, and
(iii) One-third (1/3) thereof thereof on the second
anniversary of the Determination Date.
Section 2.3. BENEFICIARY. Executive may designate (by filing
with the Company a written beneficiary designation form in form reasonably
acceptable to the Company) one or more primary beneficiaries or contingent
beneficiaries to receive all or a specified part of the cash value of the
Awarded Phantom Stock Interest which, at the time of Executive's death, may
remain unpaid under this Agreement and Executive may change or revoke any
such designation from time to time. No such designation, change or revocation
shall be effective unless executed by Executive and accepted by the Company
during Executive's lifetime. Each such designation, change or revocation
shall be effective under this Agreement until changed or revoked in the
manner specified herein. No such change or revocation shall require the
consent of any beneficiary theretofore designated by Executive. If Executive
fails to designate a beneficiary, or designates a beneficiary and thereafter
revokes such designation without naming another beneficiary, or designates
one or more beneficiaries and all such beneficiaries so designated fail to
survive Executive, then the beneficiary of the Awarded Phantom Stock
Interest, or the part thereof as to which Executive's designation fails, as
the case may be, shall be the representative of Executive's estate. Unless
Executive has otherwise specified in the beneficiary designation, the
beneficiary or beneficiaries designated by Executive shall become fixed as of
Executive's death so that, if a beneficiary survives Executive but dies
before the receipt of all payments due such beneficiary, such remaining
payments shall be payable to the representative of such beneficiary's estate.
Section 2.4. BENEFITS NOT TRANSFERABLE. Neither Executive nor
any beneficiary hereunder shall have any transferable interest in the
payments due hereunder nor any right to anticipate, alienate, dispose of,
pledge or encumber the same prior to actual receipt thereof, nor shall the
same be subject to attachment, garnishment, execution following judgment or
other legal process instituted by creditors of Executive or any such
beneficiary provided that the unpaid cash value of Executive's Awarded
Phantom Stock Interest and any payments due hereunder shall at all times be
subject to set-off for debts owed by the Executive to the Company or its
affiliates.
Section 2.5. NATURE OF THE COMPANY'S OBLIGATION. The Company
shall maintain a record of the Awarded Phantom Stock Interest but the Company
shall not be required to segregate any funds or other assets to be used for
the payment of benefits under this Agreement and no such record shall be
considered as evidence of the creation of a trust fund, an escrow or any
other segregation of assets for the benefit of Executive or any beneficiary
of Executive. The obligation of the Company to make the payments described
in this Agreement is an unsecured contractual obligation of the Company only,
and neither Executive nor any beneficiary of Executive shall have any
beneficial or preferred interest by way of trust, escrow, lien or otherwise
in and to any specific assets or funds. Executive specifically acknowledges
that the Awarded Phantom Stock Interest to be awarded pursuant to the terms
of this Agreement are not securities in the Company
-3-
and do not create any right in the equity or capital of the Company or any of
its affiliates. Executive and each beneficiary of Executive shall look
solely to the general credit of the Company for satisfaction of any
obligations due or to become due under this Agreement, it being expressly
acknowledged by the Executive that the obligations of the Company hereunder
are junior and subordinate in right of payment to the obligations of the
Company to its or the Company's lenders. If the Company should, in its sole
discretion, earmark or set aside any
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funds or other assets to pay benefits hereunder, the same shall,
nevertheless, remain and be regarded as part of the general assets of the
Company subject to the claims of its general creditors (and shall not be
considered to be held in a fiduciary capacity for the benefit of Executive or
any beneficiary hereunder), and neither Executive nor any beneficiary of
Executive shall have any legal, beneficial, security or other property
interest therein. Upon delivery by the Company to Executive of the
consideration as provided in section 2.2, the rights and obligations of the
Company and Executive under this Article II shall terminate and Executive
shall have no other or further rights under this Article or in respect hereof.
ARTICLE III
COVENANT NOT TO COMPETE
Section 3.1. COVENANT NOT TO COMPETE. Executive hereby
covenants that, for a period of eighteen (18) months next following the
Determination Date (or such shorter period for which the Company continues to
be owned or operated by the Parent or its affiliates), Executive shall not be
engaged or interested in any business which competes, directly or indirectly,
with the publication, membership or retail businesses of the Company or any
subsidiary of the Company (whether as a proprietor, partner with another,
shareholder, agent or consultant of, employee of or lender to, another) in
the recreational vehicle, camping, outdoor living or other markets then
served by the Company or such subsidiary, except as a proprietor, partner,
shareholder, employee or consultant in or to the Company or any entity
controlled by, controlling or under common control with the Company, provided
that if the employment of Executive is terminated by the Company without
Cause, the foregoing covenant shall not apply (without affecting the
obligations hereinafter contained in this section 3.1 in respect of
disclosures or solicitations by Executive) unless the Executive shall have
been paid severance pursuant to section 1.4 hereof. Executive agrees that he
will not at any time disclose to any person or other entity who or which is,
or reasonably may be expected to be, in competition with the Company or its
affiliates, any confidential information or trade secrets of the Company, any
subsidiary of the Company or any of their respective affiliates, the contents
of any customer lists of the Company, any subsidiary of the Company or any of
their respective affiliates or the general needs of the customers or other
contracting parties with the Company, any subsidiary of the Company or any of
their respective affiliates, provided, however, the foregoing shall not
prevent Executive from responding to the request of a governmental agency or
pursuant to a court order or as otherwise required by law. For a period of
one (1) year following the Determination Date, Executive agrees not to offer
employment to, not to discuss the nature of any prospective employment
opportunities with, and not to otherwise solicit any employee of the Company
or such subsidiary (or any person who was an employee of the Company or such
subsidiary within one hundred eighty (180) days of the Determination Date) on
his own behalf, on behalf of any employer of the Executive, on behalf of any
entity with which the Executive is acting as a consultant or with which the
Executive is then otherwise affiliated.
Section 3.2. REMEDIES. Recognizing that a breach of the
covenant contained in section 3.1 would cause the Company irreparable injury
and the damages at law would be difficult to ascertain, Executive consents to
the granting of equitable relief by way of a restraining order or
-4-
temporary or permanent injunction by any court of competent jurisdiction to
prohibit the breach or enforce the performance of the covenants contained in
section 3.l. The invalidity or unenforceability of any provision of this
Article or the application thereof to any person or circumstance shall not
affect or impair the validity or enforceability of any other provision or the
application of the first provision to any other person or circumstance. Any
provision of this Article that might otherwise be invalid or unenforceable
because of contravention of any applicable law, statute or governmental
regulation shall be deemed to be amended to the extent necessary to remove
the cause of such invalidation or unenforceability and such provision as so
amended shall remain in full force and effect as a part hereof.
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ARTICLE IV.
DEFINITIONS AND GENERAL PROVISIONS
Section 4.1. DEFINITIONS. As used in this Agreement, the
following terms shall have the respective meanings set forth below:
ACCOUNTING PERIOD: If the Determination Date falls on
December 15th through December 31st, inclusive, the Fiscal Year of the
Company in which the Determination Date falls; if the Determination Date
falls on January 1st through June 14th, inclusive, the Fiscal Year of the
Company ending immediately prior to the date on which the Determination Date
falls; if the Determination Date falls on June 15th through December 14th,
inclusive, the Rolling Four Fiscal Quarters ending immediately prior to the
date on which the Determination Date falls.
AWARDED PHANTOM STOCK INTERESTS: As of any date, the Phantom
Stock Interests awarded on or before such date pursuant to the provisions of
Section 2.1 hereof.
BASE COST: $___________, less an amount equal to dividends or
other distributions made by the Company to the Parent (it being understood
that amounts paid by the Company to the Parent pursuant to any tax allocation
agreement between such parties, amounts paid as management fees and amounts
paid as repayment of principal, premium or interest on indebtedness of the
Company to the Parent or to any affiliate of the Parent shall not be
considered dividends or other distributions for the purposes hereof, it being
the intention of the parties hereto that only dividends or distributions in
respect of the equity ownership of the Parent in the Company be deducted for
the purpose of calculating Base Cost).
COMPANY VALUE: If the Determination Date is occasioned by the
sale of all or substantially all of the Operating Assets of the Company and
its subsidiaries, the remainder of (x) the sum of (i) the net after-tax
consideration received in the sale of all or substantially all of the
Operating Assets and (ii) Current Assets minus (y) the sum of (i) the Base
Cost, (ii) Operating Liabilities not assumed by the purchaser or transferee
and (iii) Liabilities other than Operating Liabilities. If any of such
consideration shall have been paid in notes or other securities, the Company
shall, by resolution of its board of directors, establish a value therefore,
which value shall be conclusively binding upon the parties hereto and, in
establishing the value of debt securities, in addition to such other
considerations as the board of directors of the Company may deem relevant,
the amounts payable thereunder shall be discounted to their present value on
the basis of such discount rate as is deemed appropriate by the board of
directors.
If the Determination Date is occasioned by the sale of all or
substantially all of the equity interests in the Company or subsidiaries of
the Company, Company Value shall be the remainder of (x) the net after-tax
consideration received in such sale of equity interests minus (y) the sum of
(i) the Base Cost and (ii) any Liabilities not assumed by such purchaser or
transferee.
If the Determination Date is occasioned by the sale of the
equity interests of the Parent, Company Value shall be the remainder of the
pre-tax consideration received minus (y)
-5-
the sum of (i) the Base Cost and (ii) any Liabilities not assumed by such
purchaser or transferee for which shareholders of the Parent continue to be
liable after the closing of such sale.
If the Determination Date is occasioned by an event other than
a Sale, Company Value shall be the remainder of (x) the sum of (i) the
Formula Operating Asset Value and (ii) Current Assets minus (y) the sum of
(i) Base Cost and (ii) Liabilities other than Operating Liabilities provided,
however, that if a Sale is
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consummated within one hundred eighty (180) days after the Determination
Date, Company Value shall be determined as if the Determination Date had been
occasioned by the Sale.
CURRENT ASSETS: The sum of (x) cash, marketable securities,
prepaid items and inventory as reflected on the books and records of the
Company and its subsidiaries on a consolidated basis after the elimination of
any intercompany accounts; (y) the market value of notes receivable of the
Company (other than intercompany receivables); and (z) the accounts
receivable of the Company and its subsidiaries (other than intercompany
accounts receivable) subject to such allowance for bad or doubtful accounts
receivable as is reflected on the books of the Company, all as determined in
accordance with generally accepted accounting principles. Current Assets and
Liabilities shall be determined as of the last day of the Accounting Period.
DETERMINATION DATE: The date of any of the following events:
(i) termination of the Executive's employment, whether by death or otherwise,
(ii) a Sale, or (iii) the fifth anniversary of the date of this Agreement.
DISABILITY: The physical or mental incapacity of Executive
for a period of more than sixty (60) consecutive days, the determination of
which by the board of directors of the Company shall be conclusive on the
parties hereto.
FISCAL QUARTER: The fiscal quarter of the Company ending on
the last day of the calendar quarter.
FISCAL YEAR: The fiscal year of the Company as the case may
be, ending on the last day of the calendar year.
FORMULA OPERATING ASSET VALUE: The product of seven and
one-half (7.5) and Operating Profit of the Company for the Accounting Period.
LIABILITIES: All obligations (whether absolute, accrued or
contingent, choate or inchoate) of the Company and/or its subsidiaries (other
than intercompany obligations) determined in accordance with generally
accepted accounting principles provided that (i) if the Determination Date is
occasioned by a Sale, the obligation of the Company (or the Parent) for the
payment of federal and state income taxes arising from a Sale shall be
considered a liability whether or not such liability is required to be
reflected as a liability in accordance with generally accepted accounting
principles, (ii) the liability of the Company for deferred revenues shall not
be considered a liability whether or not such liabilities are required to be
reflected as a liability in accordance with generally accepted accounting
principles, and (iii) the liability of the Company, the Parent or any
subsidiary of the Company (x) in respect of this Agreement or any similar
-6-
agreement or (y) to purchase its equity securities (or warrants for such
securities), whether under a "put" agreement or otherwise, shall not be
considered a Liability for purposes hereof. Liabilities shall be determined
by the chief financial officer of the Company (or the Independent Accountant)
as provided in section 4.3 hereof. Liabilities shall be determined on a
consolidated basis provided, however, that there shall be eliminated any
intercompany Liabilities.
OPERATING ASSETS: The real and personal properties, tangible
and intangible, used in the regular ongoing operation of the Company and its
subsidiaries, as the case may be) which would be acquired by a purchaser of
such entities (or the assets thereof) in order to continue the uninterrupted
operation of the business thereof in substantially the manner as theretofore
operated but excluding therefrom cash, investments, accounts and notes
receivable, inventories, prepaid items and similar assets which would not
normally be acquired by a purchaser in an asset acquisition (or for which
special adjustment to the purchase price would be made).
100
<PAGE>
OPERATING LIABILITIES: Any Liability or other obligation
(whether absolute, accrued or contingent, choate or inchoate) which would be
required to be assumed by a buyer of all or substantially all of the assets
of the Company and its subsidiaries in order to continue, uninterrupted, the
business operations of the Company unless, in connection with such
assumption, there would customarily be made an adjustment to the purchase
price for such assets. Operating Liabilities do not include (i) indebtedness
for money borrowed or guarantees of any such indebtedness, (ii) refinancings
of indebtedness of the kind referred to in clause (i) above, (iii)
indebtedness in respect of any subscription agreement, stock or warrant "put"
or "call" agreement, phantom stock agreement or similar obligation in respect
of an equity or other interest in the Parent measured by an increase in the
equity value of the Parent and (iv) current payables.
OPERATING PROFIT: With respect to any Accounting Period (i)
the net income of the Company derived from the ongoing business operations of
such entity or entities for such period plus (ii) interest, federal and state
income taxes [or any provision for such taxes], depreciation, amortization,
financing costs, management fees and ninety (90%) percent of aircraft
expenses. Operating Profit shall be determined on the accrual method of
accounting and in accordance with generally accepted accounting principles
consistently applied, provided that (i) in no event shall tradeout or barter
transactions or extraordinary items of revenue or expense (including revenue
or expense from non-operating investments, revenue or expense from the sale
or purchase of Operating Assets or entities or revenue or expense not derived
from business operations) be reflected in net income and (ii) amounts paid or
received in settlement of (or payment of judgments in respect of) litigation
which did not arise in the ordinary course of the business operations of such
entity or entities or any of their respective subsidiaries, shall not be
reflected in net income (it being understood that subsidiaries of the Company
do have litigation, such as the litigation in CTC, which shall be considered
litigation in the "ordinary course" of business operations). If there has
occurred a Sale of Operating Assets within the Accounting Period and, in such
Sale, not all of the Operating Assets have been sold, provided that the net
proceeds of such Sale have been received by the Company prior to the date on
which Current Assets and Liabilities of the Company are calculated as herein
provided, the net income relating to such Operating Assets shall be deleted
from the calculation of Operating Profit. If there has occurred a purchase
of Operating Assets, the income from which is reflected in the Accounting
Period, and such Operating Assets were not owned for the entire Accounting
Period, the Operating Profit with respect to such Operating Assets shall be
included, on a historical basis, as if (i) the Company (or its subsidiaries)
had owned such Operating Assets for the entire Accounting Period.
PARENT: Affinity Group Holding, Inc., a Delaware corporation,
or such other
-7-
entity which holds in excess of eighty (80%) percent of the issued and
outstanding equity securities of the Parent.
PHANTOM STOCK INTEREST: The cash equivalent of ____________
percent (____%) of Company Value.
ROLLING FOUR FISCAL QUARTERS: Four consecutive Fiscal
Quarters.
SALE: The sale of all or substantially all of the Operating
Assets of the Company and the subsidiaries of the Company, the sale of all of
the equity interests in the Company, the sale in one transaction (or a series
of related transactions) of all of the equity interests in the Parent, the
sale of all of the equity interests in the subsidiaries of the Company
(except, in any of the foregoing cases, to an entity controlled by,
controlling or under common control with the Parent).
Section 4.2. WITHHOLDING TAXES. The Company may withhold from
any payment to be made under this Agreement (and transmit to the proper
taxing authority) such amount as it may be required to withhold under any
federal, state or other law.
101
<PAGE>
Section 4.3. ADMINISTRATION. The Company and its executive
officers shall have full power to interpret, construe and administer this
Agreement, including authority to determine any dispute or claim with respect
thereto. The determination of the Company in any matter, made in good faith,
shall be binding and conclusive upon Executive and all other persons having
any right or benefit hereunder. Unless Executive shall give notice to the
Company objecting to the Company's calculation of Current Assets,
Liabilities, Operating Liabilities or Operating Profit for any period (or any
other calculation to be determined for the purposes of this Agreement) within
thirty days after notice of the determination thereof by the Company, such
calculation shall conclusively be deemed to have been accepted by the parties
hereto. The cash value of the Awarded Phantom Stock Interest shall be set
forth in a certificate of the chief financial officer of the Company, the
determination of which shall be made within one hundred fifty (150) days of
the Determination Date and shall be conclusive and binding upon the Executive
provided that, if the Executive shall disagree with the amount of the Current
Assets, Liabilities, Operating Liabilities or Operating Profit as determined
by the chief financial officer of the Company (written notice of which shall
be given by the Executive within thirty (30) days of the receipt of such
determination by the chief financial officer), Current Assets, Liabilities,
Operating Liabilities or Operating Profit shall be determined by the
independent certified public accountants of the Company or, if the Company
has not then engaged a firm of independent certified public accountants, any
"big six" firm of public accountants selected by the Company (the
"Independent Accountant"). The Independent Accountant shall determine the
Current Assets, Liabilities, Operating Liabilities or Operating Profit of the
Company within thirty (30) days after its appointment and shall be instructed
to deliver to the Company and the Executive a written report of its
determination of the amount of such Current Assets, Liabilities, Operating
Liabilities or Operating Profit.
The cost of the accounting services performed by the Independent
Accountant shall be borne by the Company (but the cost thereof shall be
considered a liability of the Company for purposes of determining
Liabilities) unless the amount of the Current Assets, Liabilities, Operating
Liabilities or Operating Profit as determined by the Independent
-8-
Accountant is the same as the amount determined by the Company's chief
financial officer (or is an amount which results in a lower value for the
Executive of the Awarded Phantom Stock Interest or the bonus payable under
section 1.5), in which event the entire cost of the services of the
Independent Accountant shall be borne by the Executive and shall be deducted
by the Company from the Awarded Phantom Stock payment to be made pursuant to
section 2.2 hereof or the bonus payable under section 1.5, as the case may be.
Any of the obligations of the Company hereunder may be performed
by an affiliate of the Company and such performance by an affiliate shall be
deemed to satisfy any such obligation of the Company hereunder.
Section 4.4. NOTICES. All notices, requests and other
communications from any of the parties hereto to the other shall be in
writing and shall be considered to have been duly given or served when
personally delivered to any individual party, an executive officer of any
corporate party, or on the first day after the date of deposit with Federal
Express for next day delivery, postage prepaid, or on the third day after
deposit in the United States mail, certified or registered, return receipt
requested, postage prepaid, or on the date of telecopy, fax or similar
telephonic transmission during normal business hours, provided that the
recipient has specifically acknowledged by telephone receipt of such
telecopy, fax or telephonic transmission; addressed, in all cases, to the
party at his or its address set forth below, or to such other address as such
party may hereafter designate by written notice to the other party:
(i) If to the Company to:
2575 Vista Del Mar Drive
Ventura, CA 93001
Attn: Stephen Adams
102
<PAGE>
(ii) If to Executive to:
Section 4.5. BINDING EFFECT. The provisions of this Agreement
shall not give Executive any rights to continue to be employed or otherwise
retained by the Company or any affiliate thereof. Except as so provided,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, the respective successors and assigns of the Company and the
beneficiaries, personal representatives and heirs of Executive.
Section 4.6. CONTROLLING LAW. This Agreement shall be
construed, and the legal relations between the parties determined, in
accordance with the laws of the state of incorporation of the Company.
Section 4.7. COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original
without the production of the others, but all of which together shall
constitute one and the same instrument.
Section 4.8. ENTIRE AGREEMENT. This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof
and may not be varied, modified or amended except by a writing signed by the
parties to be charged. The making, execution and delivery of
-9-
this Agreement by the parties hereto have been induced by no representations,
statements, warranties or agreements of the other except those herein
expressed.
Section 4.9. HEADINGS. The division of this Agreement into
sections and paragraphs and the titles assigned thereto is only a matter of
convenience for reference and shall not define or limit any of the terms or
provisions thereof.
IN WITNESS WHEREOF, the individual party has hereunto set his
hand and the corporate party has caused these presents to be executed by a
proper officer thereunto duly authorized all as of the day and year first
above written.
AFFINITY GROUP, INC.
By:
---------------------
Its:
---------------------
---------------------------
Executive
103
<PAGE>
EXHIBIT 21
Subsidiaries of Registrant
The following subsidiaries are direct or indirect subsidiaries of the
Company:
VBI Inc., a Delaware corporation
Golf Card International Corp., a Delaware corporation
Venture Enterprises, Inc., a Delaware corporation
Camp Coast to Coast, Inc., a Delaware corporation
Golf Card Resort Services, Inc., a Delaware corporation
TL Enterprises, Inc., a Delaware corporation
Golf Card Holding Corporation, a Delaware corporation
GSS Enterprises, Inc., a Delaware corporation
National Association for Female Executives, Inc., a Delaware corporation
Woodall Publications Corporation, a Delaware corporation
AGI Properties of Colorado, Inc., a Delaware corporation
Affinity Bank, a California corporation
Affinity Insurance Group, Inc., a Colorado corporation
Affinity Group Thrift Holding Corporation, a Delaware corporation
Affinity Road and Travel Club, Inc., a Delaware corporation
Affinity Brokerage, Inc., a Delaware corporation
ART Holding Corp., a Delaware corporation
Camping Realty, Inc., a Kentucky corporation
Camping World, Inc., a Kentucky corporation
CWI, Inc., a Kentucky corporation
CW Michigan, Inc., a Delaware corporation
Ehlert Publishing Group, Inc., a Minnesota corporation.
Exposition Group, Inc., a Minnesota corporation
104
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that AFFINITY GROUP, INC., a Delaware
corporation (the "Company"), and each of the undersigned directors of the
Company, hereby constitutes and appoints Stephen Adams, Joe McAdams and Mark J.
Boggess, and each of them (with full power to each of them to act alone),
its/his true and lawful attorney-in-fact and agent, for it/him and on its/his
behalf in its/his name, place and stead, in any and all capacities to sign,
execute, affix its/his seal thereto and file the Company's Annual Report on Form
10-K for the year ended December 31, 1997 under the Securities Exchange Act of
1934, as amended, including any amendment or amendments thereto, with all
exhibits and any all documents required to be filed with respect thereto with
any regulatory authority.
There is hereby granted to said attorneys, and each of the, full power and
authority to do and perform each and every act and thing, requisite and
necessary to be done in respect of the foregoing as fully as it/he or
itself/himself might or could do if personally present, thereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in any number of counterparts, each of
which shall be an original, but all of which taken together shall constitute one
and the same instrument and any of the undersigned directors may execute this
Power of Attorney by signing any such counterpart.
IN WITNESS WHEREOF, AFFINITY GROUP, INC. has caused this Power of Attorney to be
executed in its name by its President and Chief Executive Officer on the 6th day
of March, 1998.
AFFINITY GROUP, INC.
by /s/
--------------------------
Joe B. McAdams, President and
Chief Executive Officer
105
<PAGE>
The undersigned directors of AFFINITY GROUP, INC., a Delaware corporation, have
hereunto set their hands as of the 6th day of March, 1998.
/s/ /s/
- ------------------------------ ------------------------------
Stephen Adams Thomas A. Donnelly
/s/ /s/
- ------------------------------ ------------------------------
Joe B. McAdams David B. Garvin
/s/ /s/
- ------------------------------ ------------------------------
Wayne Boysen David Frith-Smith
/s/
- ------------------------------
John A. Ehlert
106
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<PERIOD-END> DEC-31-1997
<CASH> 43,978
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0
0
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<TOTAL-LIABILITY-AND-EQUITY> 428,064
<SALES> 132,953
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