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STATEMENTS OF CASH FLOWS
9 Months Ended
Sep. 30, 2013
STATEMENTS OF CASH FLOWS  
STATEMENTS OF CASH FLOWS

(3) STATEMENTS OF CASH FLOWS

 

Supplemental disclosures of cash flow information for the nine months ended September 30 (in thousands):

 

 

 

2013

 

2012

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

19,175

 

$

23,561

 

Taxes

 

576

 

276

 

 

In March 2013, the Company completed the asset sale of seven outdoor powersports magazine titles, two powersports shows and two conferences to EPG Media, LLC for $0.6 million cash and the assumption of certain liabilities and assets, resulting in a gain of $1.8 million.  The sale included prepaid assets of $0.5 million, accounts receivable of $0.1 million and the assumption of subscription liabilities totaling $1.8 million.  EPG Media, LLC is controlled by Mark Adams, the son of the Chairman of the Company’s Board of Directors, Stephen Adams.  The sale was unanimously approved by the Company’s board of directors, including its independent directors, as fair and on terms no less favorable to the Company than available from an independent third party.

 

On March 1, 2013, the Company received the requisite consents from noteholders of the Senior Secured Notes to amend (a) the Indenture relating to the outstanding Senior Secured Notes (the “Senior Secured Notes Indenture”) and (b) the Intercreditor Agreement among the Company, the administrative agent under the credit agreement of Camping World, Inc. (“Camping World”) and its subsidiaries dated March 1, 2010 (as amended, “CW Credit Facility”), the collateral agent under the Senior Secured Notes Indenture and certain guarantor subsidiaries of the Company (the “Intercreditor Agreement”), in each case to allow the CW Credit Facility to increase from $25.0 million to $35.0 million.  An aggregate fee in the amount of $0.3 million was paid to the consenting noteholders in addition to a $0.3 million amendment fee paid to the current lender of the CW Credit Facility.  See Note 5 — Debt.

 

Effective August 1, 2012, the Company acquired the Good Sam TravelAssist Program (“GSTA”) from a current marketing partner. GSTA provides travel assistance services, including emergency medical assistance and evacuation assistance services to its members.  The acquisition provides the Company full control of the marketing strategies for the program.  The results of the GSTA operations have been included in the consolidated financial statements since that date.  Prior to the acquisition, the Company had a pre-existing relationship with the marketing partner and received a marketing fee for each membership contract sold to our marketing database.  The contingent consideration arrangement requires the Company to pay an agreed upon percentage of acquisition and renewal revenue over a five year period ending on July, 31, 2017 and will be paid monthly.  The preliminary fair value of the contingent consideration arrangement at the acquisition date was $3.0 million.  We estimated the fair value of the contingent consideration using a discounted cash flow model.  The contingent consideration approximates the projected amount that would have been received by the marketing partner over the next five years if the prior marketing agreement was extended.  This fair value measurement was based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820.  As of September 30, 2013, there were no significant changes in estimated contingent consideration recognized as a result of the acquisition.  The purchase price was allocated to intangible customer lists and was assigned a life of 5 years.

 

For the nine months ended September 30, 2012, the Company recorded an adjustment to the fair value of the interest rate swap resulting in a non-cash gain on derivative instruments of $3.4 million in the Statement of Income for the nine months ended September 30, 2012.

 

In June 2012, the Company completed the sale of various home and garden shows for approximately $0.6 million, resulting in a gain of $0.7 million.  Included in the sale was $0.1 million of prepaid deposits related to the home and garden shows.

 

In March 2012, the Company completed the sale of the Golf Card Club for approximately $0.2 million, of which $0.1 million was paid at closing date, resulting in a gain of approximately $0.5 million.  Included in the sale was $0.3 million of deferred revenue related to the Golf Card Club.

 

On February 27, 2012, and in accordance with the provisions of the Senior Secured Notes Indenture pursuant to which the Company issued its Senior Secured Notes, the Company completed an excess cash flow offer to purchase of $7.4 million in principal amount of the Senior Secured Notes.  These Senior Secured Notes were purchased by the Company and retired on February 27, 2012.  See Note 5 - Debt.  The loss on debt extinguishment includes a $0.1 million premium, $0.1 million of unamortized original issue discount and $0.2 million of capitalized finance expense related to the $7.4 million in principal purchased on February 27, 2012. On July 31, 2012, the Company completed an excess cash flow offer to purchase up to $4.95 million in principal amount of the Senior Secured Notes.  The amount of Senior Secured Notes tendered was $4,000.  These Senior Secured Notes were purchased by the Company and retired on August 7, 2012.