Good Sam Enterprises - History

History

AGI’s antecedents date back to the 1935, with the first publication of the Woodall's Travel Trailer Magazine and the 1941 publication of ., followed by the publication of the first Woodall’s directory in 1948. The Good Sam Club was founded in 1966, the same year that the first Camping World location opened in Bowling Green, KY. Coast to Coast Resorts (“Coast to Coast”) and the Golf Card were introduced in 1972 and 1974, respectively.

On December 23, 1988 the direct predecessor of AGI acquired a company called American Bakeries Company, owned by investor Stephen Adams, for approximately $138 million. Adams was a noted private equity investor in the 1980s completing rollups of billboard assets to form Adams Outdoor Advertising and he also owns or has owned various banking, bottling, publishing as well as television and radio companies. At the time of the merger, the sole operating assets of American Bakeries Company were TL Enterprises, Inc. and Camp Coast to Coast, Inc. These entities consisted of what is today the Good Sam Club, Coast to Coast, AGI’s subscription-based products and services business and the Company’s RV-related publications, with the exception of the Woodall’s titles.

From 1990 through 1997 the Company made a number of significant acquisitions that expanded AGI’s scale and presence. In 1990, the Company acquired Golf Card International, Inc. for approximately $18 million. Subsequently, in May 1994, AGI acquired Woodall Publishing Company, L.P. and Woodall World of Travel, L.P. (collectively Woodall’s) for approximately $11.5 million.

In October 1993, AGI completed a leveraged recapitalization consisting of a $50.0 million credit facility and a $120.0 million of 11½% AGI senior subordinated notes due 2003. As part of the recapitalization, Stephen Adams increased his fully diluted ownership from approximately 71% to approximately 97%.

In 1995, AGI acquired San Francisco Thrift and Loan (founded in 1982) and the company’s headquarters were relocated to Ventura, California. In 1997 the bank was renamed Affinity Bank and in 1999, AGI transferred ownership to Affinity Bank Holdings, Inc. a separate entity controlled by Adams

U.S. bank regulators closed Affinity Bank of Ventura, California on August 28, 2009. The Federal Deposit Insurance Corp said Affinity had $1 billion in assets and about $922 million in deposits. Pacific Western Bank of San Diego agreed to assume all the deposits of Affinity. Affinity Bank had 10 branches. The FDIC estimates Affinity's failure will cost its deposit insurance fund $254 million.

In March 1997, as part of the Company’s $130.0 million offering of the holding company notes due 2007, AGI acquired Camping World, Inc. and Ehlert Publishing for approximately $123.0 million and $22.3 million, respectively.

Subsequently, the Company focused on integrating its operations and repaying indebtedness. In October 1998, the Company issued $200.0 million of senior secured credit facilities to repay its then existing senior credit facility as well as the AGI Subordinated Notes, and in December 2001 the Company completed a $52.3 million property sale / leaseback transaction, the proceeds of which were used to repay senior indebtedness.

On August 15, 2009, AGI failed to make a $6.2 million interest payment to bondholders, and Standard & Poors subsequently lowered AGI's credit rating to D. Standard & Poor reported that they had taken this view because bondholders will be receiving less than par value for the notes and because of the company's highly leveraged financial profile, weak operating outlook, and limited liquidity given the near-term maturity of its senior credit facility. In May 2011, AGI announced that it was changing the company's name to Good Sam Enterprises.