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8-K - Diamond Resorts Corpa8-kxq1earningsrelease.htm

Exhibit 99.1
Media Contact:     Stevi Wara    
Diamond Resorts International® 
Tel: 702.823.7069; Fax: 702.684.8705
media@diamondresorts.com

Diamond Resorts Corporation Announcing its Results for the Quarter Ended March 31, 2012

May 15, 2012, Las Vegas NV – Diamond Resorts Corporation, together with Diamond Resorts Parent, LLC and its subsidiaries (“Diamond” or the “Corporation”) today announced results for the quarter ended March 31, 2012. “We are pleased with the continued year-over-year improvement in our operating performance and continue to remain focused on the growth of our core management and member services business and our sales and marketing platform,” said David F. Palmer, President and Chief Financial Officer.

Quarter Ended March 31, 2012 Financial Results

Adjusted EBITDA for Diamond Resorts Parent, LLC and restricted subsidiaries1 increased $4.4 million, or 24.3%, to $22.5 million for the quarter ended March 31, 2012 from $18.1 million for the quarter ended March 31, 2011. EBITDA for the quarter ended March 31, 2011 includes the benefit of a one-time insurance settlement of $5.1 million. This growth is attributable to increased profitability associated with both Vacation Interest sales and the management of our members and resorts.

After including the impact of the unrestricted subsidiaries, Adjusted EBITDA for the consolidated operations of Diamond increased $7.2 million, or 55.1%, to $20.1 million for the quarter ended March 31, 2012 from $12.9 million for the quarter ended March 31, 2011. EBITDA for the quarter ended March 31, 2011 includes the benefit of a one-time insurance settlement of $5.1 million.

Vacation Interest Sales Results for the Quarter Ended March 31, 2012

Vacation Interest sales for Diamond increased $16.8 million, or 40.0%, to $58.7 million for the quarter ended March 31, 2012 from $41.9 million for the quarter ended March 31, 2011. This increase in Vacation Interest sales revenue was due to a higher average sale price per transaction and an increase in the number of vacation interest sales transactions closed. Vacation Interest sales revenue was also boosted by the revenue contribution from our ILX sales center, which commenced operations in March 2011, and our Tempus sales center, which commenced operations in July 2011.

Diamond’s advertising, sales and marketing expense as a percentage of Vacation Interest sales was 59.3% for the quarter ended March 31, 2012 compared to 67.8% for the quarter ended March 31, 2011. The decrease of such costs as a percentage of Vacation Interest sales revenue was primarily due to absorption of fixed costs through increased sales efficiencies.

Management and Member Services Results for the Quarter Ended March 31, 2012

Revenue from management and member services for Diamond increased $4.0 million, or 17.1%, to $27.3 million for the quarter ended March 31, 2012 from $23.3 million for the quarter ended March 31, 2011. Management fees increased as a result of increases in operating costs at the resort level, which generated higher same-store management fee revenue under our cost-plus management agreements, and the addition of the managed properties from the Tempus Resorts acquisition and two other management contracts entered into since April 1, 2011. We also experienced higher club revenues in the three months ended March 31, 2012 compared to the three months ended March 31, 2011. Furthermore, we entered into a sales and marketing fee-for-service arrangement with a third party resort operator, which began to generate commission and management fee revenue during the second quarter of 2011.

The contribution margin from management and member services for Diamond increased $1.8 million, or 10.7%, to $19.0 million for the quarter ended March 31, 2012 from $17.2 million for the quarter ended March 31, 2011.


1 – Financial data for Diamond Resorts Parent, LLC and restricted subsidiaries excludes results of Diamond’s unrestricted subsidiaries. As of March 31, 2012 and December 31, 2011, the Unrestricted Subsidiaries were FLRX, Inc. and its subsidiaries, ILX Acquisition and its subsidiaries, Tempus Acquisition, LLC and its subsidiaries, and DPM Acquisition and its subsidiaries. As of March 31, 2011, the Unrestricted Subsidiaries were FLRX, Inc. and its subsidiaries, ILX Acquisition and its subsidiaries, and Tempus Acquisition, LLC and its subsidiaries. For purposes of the Senior Secured Note Indenture, the financial position, results of operations, and statements of cash flow of Unrestricted Subsidiaries are excluded from the Company’s financial results to determine whether the Company is in compliance with the financial covenants governing the Senior Secured Notes. Accordingly, management believes that the following presentation is helpful to current and potential investors in the Senior Secured Notes as well as others.




Non-GAAP Financial Measures

Presentation of Certain Financial Metrics

We define Adjusted EBITDA as our income (loss) before provision (benefit) for income taxes, plus: (i) corporate interest expense; (ii) depreciation and amortization; (iii) Vacation Interest cost of sales; (iv) loss on extinguishment of debt; (v) impairments and other non-cash write-offs; (vi) loss on the disposal of assets; (vii) amortization of loan origination costs; and (viii) amortization of portfolio premium; less (ix) non-cash revenue outside the ordinary course of business; (x) gain on the disposal of assets; (xi) gain on bargain purchase from business combination; and (xii) amortization of portfolio discount. Adjusted EBITDA is a non-U.S. GAAP financial measure and should not be considered as an alternative to net income (loss), operating income (loss) or any other measure of financial performance calculated and presented in accordance with U.S. GAAP.
We believe Adjusted EBITDA is useful to investors in evaluating our operating performance for the following reasons:
it and similar non-U.S. GAAP measures are widely used by investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired;
by comparing Adjusted EBITDA in different historical periods, we can evaluate our operating results without the additional variations of interest income (expense), income tax provision (benefit), depreciation and amortization expense and the Vacation Interest cost of sales expense; and
several of the financial covenants governing the Senior Secured Notes and 2008 Conduit Facility, including the limitation on our ability to incur additional indebtedness, are determined by reference to our EBITDA as defined in the Senior Secured Notes, which definition approximates Adjusted EBITDA as presented here.
Our management uses Adjusted EBITDA: (i) as a measure of our operating performance, because it does not include the impact of items that we do not consider indicative of our core operating performance; (ii) for planning purposes, including the preparation of our annual operating budget; (iii) to allocate resources to enhance the financial performance of our business; and (iv) to evaluate the effectiveness of our business strategies.
The following table presents a reconciliation of net income (loss) before provision (benefit) for income taxes to Adjusted EBITDA:
 
 
Three Months Ended March 31,
 
 
2012
 
2011
 
 
($ in thousands)
Loss before provision for income taxes
 
$
(8,600
)
 
$
(5,246
)
Plus: Corporate interest expense(a)
 
17,011

 
14,317

Depreciation and amortization(b)
 
3,805

 
3,170

Vacation Interest cost of sales(c)
 
8,231

 
67

Impairments and other non-cash write-offs(b)
 
(11
)
 
83

Gain on the disposal of assets(b)
 
(72
)
 
(9
)
Gain on bargain purchase from business combination
 
(51
)
 

Amortization of loan origination costs(b)
 
707

 
646

Amortization of portfolio discounts (b)
 
(955
)
 
(89
)
Adjusted EBITDA—Consolidated
 
$
20,065

 
$
12,939

 
 
Three Months Ended March 31,
 
 
2012
 
2011
 
 
($ in thousands)
Adjusted EBITDA—Diamond Resorts Parent, LLC and Restricted Subsidiaries(d)
 
22,461

 
18,068

Adjusted EBITDA—Unrestricted Subsidiaries(d)
 
509

 
(5,129
)
Adjusted EBITDA—Intercompany elimination(d)
 
(2,905
)
 

Adjusted EBITDA—Consolidated(d)
 
$
20,065

 
$
12,939






(a)
Excludes interest expense related to non-recourse indebtedness incurred by our special purpose vehicles that is secured by our VOI consumer loans.
(b)
These items represent non-cash charges/gains.
(c)
We record Vacation Interest cost of sales using the relative sales value method in accordance with ASC 978, which requires us to make significant estimates which are subject to significant uncertainty. In determining the appropriate amount of costs using the relative sales value method, we rely on complex, multi-year financial models that incorporate a variety of estimated inputs. These models are reviewed on a regular basis, and the relevant estimates used in the models are revised based upon historical results and management’s new estimates. Small changes in any of the numerous assumptions in the model can have a significant financial statement impact as ASC 978 requires a retroactive adjustment back to the time of the Sunterra Corporation acquisition in the current period. Much like depreciation or amortization, for us, Vacation Interest cost of sales is essentially a non-cash expense item.
(d)
For purposes of certain covenants governing the Senior Secured Notes, our financial performance, including Adjusted EBITDA, is measured with reference to us and our Restricted Subsidiaries, and the performance of Unrestricted Subsidiaries is not considered. Therefore, we believe that this presentation of Adjusted EBITDA provides helpful information to readers of this quarterly report.
We understand that, although measures similar to Adjusted EBITDA are frequently used by investors and securities analysts in their evaluation of companies, it has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results of operations as reported under U.S. GAAP. Some of these limitations are:
Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or VOI inventory;
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
Adjusted EBITDA does not reflect cash requirements for income taxes;
Adjusted EBITDA does not reflect interest expense for our corporate indebtedness;
Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for these replacements;
Although Vacation Interest cost of sales is also a non-cash item, we may in the future be required to develop or acquire new resort properties to replenish VOI inventory, and Adjusted EBITDA does not reflect any cash requirements for these expenditures; and
Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
To properly and prudently evaluate our business, we encourage you to review our U.S. GAAP financial statements included elsewhere in this quarterly report, and not to rely on any single financial measure to evaluate our business.

Results of Operations

See the following tables for the determination of the operating results of the Company:




DIAMOND RESORTS PARENT, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the three months ended March 31, 2012 and 2011
(In thousands)

 
Three Months Ended
March 31, 2012
 
Three Months Ended
March 31, 2011
 
Diamond
Resorts
Parent, LLC
and Restricted
Subsidiaries
 
Unrestricted
Subsidiaries
 
Elimination
 
Total
 
Diamond
Resorts
Parent, LLC
and Restricted
Subsidiaries
 
Unrestricted
Subsidiaries
 
Elimination
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Vacation Interest sales
$
55,901

 
$
2,786

 

 
$
58,687

 
$
41,451

 
$
481

 
$
1

 
$
41,933

     Provision for uncollectible Vacation
        Interest sales revenue
(4,099
)
 
(16
)
 

 
(4,115
)
 
(2,917
)
 
(73
)
 

 
(2,990
)
          Vacation Interest, net
51,802

 
2,770

 

 
54,572

 
38,534

 
408

 
1

 
38,943

     Management and member services
27,469

 
1,983

 
(2,172
)
 
27,280

 
23,349

 
763

 
(817
)
 
23,295

     Consolidated resort operations
6,832

 
1,702

 

 
8,534

 
6,784

 
162

 

 
6,946

     Interest
9,408

 
4,248

 

 
13,656

 
9,376

 
453

 

 
9,829

     Other
6,114

 
2,968

 
(4,174
)
 
4,908

 
8,711

 
2

 
(194
)
 
8,519

          Total revenues
101,625

 
13,671

 
(6,346
)
 
108,950

 
86,754

 
1,788

 
(1,010
)
 
87,532

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Vacation Interest cost of sales
8,104

 
127

 

 
8,231

 
36

 
31

 

 
67

     Advertising, sales and marketing
33,586

 
1,413

 
(180
)
 
34,819

 
28,087

 
379

 
(30
)
 
28,436

     Vacation Interest carrying cost, net
8,087

 
1,578

 
(393
)
 
9,272

 
7,285

 
1,470

 
(195
)
 
8,560

     Management and member services
8,124

 
1,285

 
(1,134
)
 
8,275

 
5,386

 
1,562

 
(821
)
 
6,127

     Consolidated resort operations
5,831

 
1,251

 

 
7,082

 
5,944

 
224

 

 
6,168

     Loan portfolio
2,736

 
370

 
(304
)
 
2,802

 
2,547

 
71

 

 
2,618

     Other operating
1,412

 
724

 
(1,430
)
 
706

 
132

 
1

 

 
133

     General and administrative
16,734

 
4,027

 

 
20,761

 
16,055

 
2,964

 
34

 
19,053

     Depreciation and amortization
2,228

 
1,577

 

 
3,805

 
2,666

 
504

 

 
3,170

     Interest
16,665

 
5,266

 

 
21,931

 
17,209

 
1,163

 

 
18,372

     Loss on extinguishment of debt

 

 

 

 

 

 

 

     Impairments and other write-offs
(11
)
 

 

 
(11
)
 
83

 

 

 
83

     (Gain) loss on disposal of assets
(72
)
 

 

 
(72
)
 
(137
)
 
128

 

 
(9
)
     Gain on bargain purchase from
        business combination

 
(51
)
 

 
(51
)
 

 

 

 

          Total costs and expenses
103,424

 
17,567

 
(3,441
)
 
117,550

 
85,293

 
8,497

 
(1,012
)
 
92,778

     Income (loss) before provision
        (benefit) for income taxes
(1,799
)
 
(3,896
)
 
(2,905
)
 
(8,600
)
 
1,461

 
(6,709
)
 
2

 
(5,246
)
     Provision (benefit) for income taxes
975

 

 

 
975

 
1,586

 
(113
)
 

 
1,473

          Net loss
$
(2,774
)
 
$
(3,896
)
 
$
(2,905
)
 
$
(9,575
)
 
$
(125
)
 
$
(6,596
)
 
$
2

 
$
(6,719
)















DIAMOND RESORTS PARENT, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of March 31, 2012 and December 31, 2011
(In thousands, except share data)

 
March 31, 2012
(Unaudited)
 
December 31, 2011
(Audited)
 
Diamond
Resorts
Parent, LLC
and Restricted
Subsidiaries
 
Unrestricted
Subsidiaries
 
Elimination
 
Total
 
Diamond
Resorts
Parent, LLC
and Restricted
Subsidiaries
 
Unrestricted
Subsidiaries
 
Elimination
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
17,567

 
$
624

 

 
$
18,191

 
$
19,648

 
$
249

 

 
$
19,897

Cash in escrow and restricted cash
42,136

 
646

 

 
42,782

 
33,370

 
618

 

 
33,988

Mortgages and contracts receivable, net of
allowance of $50.447, $31,690, $0, $82.137, $50,518, $33,580, $0, and $84,098, respectively
229,937

 
50,158

 
(4
)
 
280,091

 
227,835

 
55,473

 
(6
)
 
283,302

Due from related parties, net
39,492

 
(7,403
)
 
(4,550
)
 
27,539

 
33,687

 
(3,413
)
 
(2,009
)
 
28,265

Other receivables, net
20,900

 
2,089

 
7

 
22,996

 
32,579

 
2,455

 
19

 
35,053

Income tax receivable
1,310

 

 

 
1,310

 
629

 

 

 
629

Prepaid expenses and other assets, net
92,917

 
21,932

 
(2,085
)
 
112,764

 
45,402

 
9,221

 
(1,146
)
 
53,477

Unsold Vacation Interests, net
225,824

 
35,961

 
(5,260
)
 
256,525

 
225,375

 
34,634

 
(3,204
)
 
256,805

Property and equipment, net
26,417

 
21,861

 

 
48,278

 
25,943

 
22,234

 

 
48,177

Assets held for sale
5,661

 

 

 
5,661

 
5,517

 

 

 
5,517

Intangible assets, net
33,343

 
33,000

 

 
66,343

 
34,050

 
34,059

 

 
68,109

          Total assets
$
735,504

 
$
158,868

 
$
(11,892
)
 
$
882,480

 
$
684,035

 
$
155,530

 
$
(6,346
)
 
$
833,219

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND MEMBER
CAPITAL (DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
11,508

 
$
744

 

 
$
12,252

 
$
11,663

 
$
690

 

 
$
12,353

Due to related parties, net
65,306

 
49,624

 
(11,550
)
 
103,380

 
28,684

 
36,450

 
(9,612
)
 
55,522

Accrued liabilities
61,993

 
3,540

 
(1,249
)
 
64,284

 
68,316

 
3,153

 
(1,143
)
 
70,326

Income taxes payable
4,712

 

 

 
4,712

 
3,491

 

 

 
3,491

Deferred revenues
88,409

 
2,069

 
(833
)
 
89,645

 
70,743

 
31

 

 
70,774

Senior secured notes, net of original issue
      discount of $9,229, $0, $0, $9,229, $9,454, $0, $0, and $9,454, respectively
415,771

 

 

 
415,771

 
415,546

 

 

 
415,546

Securitization notes and funding facilities, net of original issue discount for $986, $0, $0, $986, $1,054, $0, $0, $1,054
188,052

 
57,753

 

 
245,805

 
188,165

 
62,730

 

 
250,895

Derivative liabilities

 

 

 

 

 

 

 

Notes payable
5,421

 
65,979

 

 
71,400

 
1,871

 
69,643

 

 
71,514

          Total liabilities
841,172

 
179,709

 
(13,632
)
 
1,007,249

 
788,479

 
172,697

 
(10,755
)
 
950,421

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Member capital
152,239

 
9,675

 
(9,675
)
 
152,239

 
152,247

 
9,675

 
(9,675
)
 
152,247

Accumulated deficit
(241,552
)
 
(30,041
)
 
10,941

 
(260,652
)
 
(238,345
)
 
(26,140
)
 
13,408

 
(251,077
)
Accumulated other comprehensive loss
(16,355
)
 
(475
)
 
474

 
(16,356
)
 
(18,346
)
 
(702
)
 
676

 
(18,372
)
          Total member (deficit) capital
(105,668
)
 
(20,841
)
 
1,740

 
(124,769
)
 
(104,444
)
 
(17,167
)
 
4,409

 
(117,202
)
          Total liabilities and member capital
               (deficit)
$
735,504

 
$
158,868

 
$
(11,892
)
 
$
882,480

 
$
684,035

 
$
155,530

 
$
(6,346
)
 
$
833,219







DIAMOND RESORTS PARENT, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2012 and 2011
(In thousands)
 
Three months ended
 
March 31,
2012

 
March 31,
2011

Operating Activities:
 
 
 
          Net loss
$
(9,575
)
 
$
(6,719
)
Adjustments to reconcile net loss to net cash provided
      by operating activities:
 
 
 
          Provision for uncollectible Vacation Interest sales revenue
4,115

 
2,990

          Amortization of capitalized financing costs and original
               issue discounts
1,506

 
1,118

          Amortization of capitalized loan origination costs and
               portfolio (premiums) discounts
(248
)
 
557

          Depreciation and amortization
3,805

 
3,170

          Impairments and other write-offs
(11
)
 
83

          Gain on disposal of assets
(72
)
 
(9
)
          Gain on bargain purchase from business combination, net of tax
(51
)
 

          Gain on foreign currency exchange
(29
)
 
(8
)
          Gain on mortgage repurchase
(11
)
 
(29
)
          Unrealized gain on derivative instruments

 
(79
)
          Gain on insurance settlement

 
(3,535
)
Changes in operating assets and liabilities excluding acquisitions:
 
 
 
          Mortgages and contracts receivable
(634
)
 
5,538

          Due from related parties, net
4,589

 
13,985

          Other receivables, net
12,226

 
14,458

          Prepaid expenses and other assets, net
(60,054
)
 
(48,410
)
          Unsold Vacation Interests, net
1,454

 
(5,262
)
          Accounts payable
(220
)
 
3,020

          Due to related parties, net
50,472

 
30,282

          Accrued liabilities
(5,533
)
 
(6,487
)
          Income taxes payable
435

 
1,002

          Deferred revenues
18,537

 
9,442

               Net cash provided by operating activities
20,701

 
15,107

 
 
 
 
Investing activities:
 
 
 
          Property and equipment capital expenditures
(1,885
)
 
(2,485
)
          Disbursement of Tempus Acquisition note receivable

 
(863
)
          Proceeds from sale of assets
219

 
1,450

               Net cash used in investing activities
$
(1,666
)
 
$
(1,898
)









DIAMOND RESORTS PARENT, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS —Continued
For the three months ended March 31, 2012 and 2011
(In thousands)
 
Three months ended
 
March 31,
2012

 
March 31,
2011

Financing activities:
 
 
 
          Changes in cash in escrow and restricted cash
$
(8,765
)
 
$
(6,113
)
          Proceeds from issuance of securitization notes and funding facilities
30,607

 
7,309

          Proceeds from issuance of notes payable
65

 
800

          Payments on securitization notes and funding facilities
(35,765
)
 
(21,822
)
          Payments on notes payable
(7,088
)
 
(1,918
)
          Payments of debt issuance costs
(24
)
 
(299
)
          Proceeds from issuance of common and preferred units

 
10,151

          Repurchase of a portion of outstanding warrants

 
(10,151
)
          Payments of costs related to issuance of common and
               preferred units
(8
)
 
(48
)
          Net cash used in financing activities
(20,978
)
 
(22,091
)
               Net decrease in cash and cash equivalents
(1,943
)
 
(8,882
)
Effect of changes in exchange rates on cash and cash
          equivalents
237

 
340

Cash and cash equivalents, beginning of period
19,897

 
27,329

Cash and cash equivalents, end of period
$
18,191

 
$
18,787

 
 
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
 
 
 
          Cash paid for interest
$
32,054

 
$
30,347

          Cash paid for taxes, net of cash refunds
$
549

 
$
488

 
 
 
 
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
 
 
 
Priority returns and redemption premiums (adjustments) on preferred units

 
$
4,339

Insurance premiums financed through issuance of note payable
$
6,043

 
$
4,469

Assets held for sale reclassified to unsold Vacation Interests

 
$
3,086




About Diamond Resorts Corporation
Diamond Resorts Corporation and its subsidiaries develop, own, operate and manage vacation ownership resorts and, through resort and partner affiliation agreements, provide owners and members with access to 71 managed resorts and 144 affiliated resorts and four cruise itineraries through THE Club® at Diamond Resorts International®. To learn more, visit DiamondResorts.com.