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8-K - 8-K DIAMOND RESORTS SECOND QUARTER 2012 EARNINGS RELEASE - Diamond Resorts Corpa8-kxq2earningsrelease.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 June 30, 2012

August 14, 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 June 30, 2012. “We are pleased with the 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 June 30, 2012 Financial Results

Adjusted EBITDA for Diamond Resorts Parent, LLC and restricted subsidiaries1 increased $7.4 million, or 39.1%, to $26.5 million for the quarter ended June 30, 2012 from $19.1 million for the quarter ended June 30, 2011.

After including the impact of the unrestricted subsidiaries, Adjusted EBITDA for the consolidated operations of Diamond increased $10.0 million, or 65.9% to $25.1 million for the quarter ended June 30, 2012 from $15.1 million for the quarter ended June 30, 2011.

The growth is attributable to increased profitability associated with both Vacation Interest sales and the management of our members and resorts.

Vacation Interest Sales Results for the Quarter Ended June 30, 2012

Vacation Interest sales for Diamond increased $18.1 million, or 34.5%, to $70.6 million for the quarter ended June 30, 2012 from $52.5 million for the quarter ended June 30, 2011. This increase in Vacation Interest sales revenue was due to higher Vacation Interest sales on a same-store basis as well as the revenue contribution from our Tempus sales center, which commenced operations in July 2011, and the PMR sales center, which commenced operations in May 2012.  On a consolidated basis, we closed 6,006 Vacation Interest transactions and recorded a sales price of $12,347 per transaction for the quarter ended June 30, 2012, or 800 more transactions and $1,917 more per transaction as compared to the quarter ended June 30, 2011.

Diamond's advertising, sales and marketing expense as a percentage of Vacation Interest sales was 57.0% for the quarter ended June 30, 2012 compared to 63.3% for the quarter ended June 30, 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. The advertising, sales and marketing costs incurred in previous years to generate additional tour flows continued to achieve their intended goals during the three months ended June 30, 2012.

Management and Member Services Results for the Quarter Ended June 30, 2012

Revenue from management and member services for Diamond increased $4.1 million, or 16.9%, to $28.3 million for the quarter ended June 30, 2012 from $24.2 million for the quarter ended June 30, 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 the PMR Acquisition. In addition, 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 towards the end of second quarter of 2011.


1 - Financial data for Diamond Resorts Parent, LLC and restricted subsidiaries excludes results of Diamond's unrestricted subsidiaries. As of June 30, 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 DPMA and its subsidiaries. As of June 30, 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 before benefit for income taxes to Adjusted EBITDA:

 
 
Three Months Ended
 
 
June 30,
2012
 
June 30,
2011
 
 
($ in thousands)
Income before benefit for income taxes
 
$
31,943

 
$
1,648

Plus: Corporate interest expense(a)
 
18,453

 
15,530

Depreciation and amortization(b)
 
4,369

 
3,142

Vacation interest cost of sales(c)
 
(7,834
)
 
(5,681
)
Impairments and other write-offs(b)
 

 
240

Gain on the disposal of assets(b)
 
(24
)
 
(363
)
Gain on bargain purchase from business combinations(b)
 
(22,698
)
 

Amortization of loan origination costs(b)
 
788

 
662

Amortization of portfolio premiums (discounts)(b)
 
60

 
(74
)
        Adjusted EBITDA - Consolidated(d)
 
$
25,057

 
$
15,104

Adjusted EBITDA—Diamond Resorts Parent, LLC and Restricted Subsidiaries(d)
 
$
26,498

 
$
19,053

Adjusted EBITDA—Unrestricted Subsidiaries(d)
 
2,068

 
(3,958
)
Adjusted EBITDA—Intercompany elimination(d)
 
(3,509
)
 
9

Adjusted EBITDA—Consolidated(d)
 
$
25,057

 
$
15,104


(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 June, 2012 and 2011
(Unaudited)
(In thousands)

 
Three Months Ended
June 30, 2012
 
Three Months Ended
June 30, 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
$
67,191

 
$
3,385

 
$

 
$
70,576

 
$
50,508

 
$
1,962

 
$

 
$
52,470

     Provision for uncollectible Vacation
        Interest sales revenue
(6,535
)
 
833

 

 
(5,702
)
 
(3,754
)
 
1

 

 
(3,753
)
          Vacation Interest, net
60,656

 
4,218

 

 
64,874

 
46,754

 
1,963

 

 
48,717

     Management and member services
27,782

 
2,970

 
(2,457
)
 
28,295

 
24,351

 
996

 
(1,139
)
 
24,208

     Consolidated resort operations
7,336

 
1,291

 

 
8,627

 
7,012

 
230

 

 
7,242

     Interest
9,392

 
3,120

 

 
12,512

 
9,357

 
444

 

 
9,801

     Other
8,509

 
5,228

 
(6,601
)
 
7,136

 
4,196

 
19

 
(396
)
 
3,819

          Total revenues
113,675

 
16,827

 
(9,058
)
 
121,444

 
91,670

 
3,652

 
(1,535
)
 
93,787

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Vacation Interest cost of sales
(7,976
)
 
142

 

 
(7,834
)
 
(5,759
)
 
78

 

 
(5,681
)
     Advertising, sales and marketing
38,765

 
1,689

 
(236
)
 
40,218

 
32,009

 
1,332

 
(144
)
 
33,197

     Vacation Interest carrying cost, net
8,270

 
1,632

 
(726
)
 
9,176

 
6,360

 
1,161

 
(174
)
 
7,347

     Management and member services
8,434

 
2,231

 
(2,205
)
 
8,460

 
5,076

 
1,642

 
(1,030
)
 
5,688

     Consolidated resort operations
6,935

 
1,289

 

 
8,224

 
6,838

 
268

 

 
7,106

     Loan portfolio
2,329

 
599

 
(545
)
 
2,383

 
1,960

 
64

 

 
2,024

     Other operating
2,502

 
1,142

 
(1,837
)
 
1,807

 
1,069

 
24

 
(231
)
 
862

     General and administrative
17,410

 
4,791

 

 
22,201

 
15,742

 
2,892

 
35

 
18,669

     Depreciation and amortization
2,217

 
2,152

 

 
4,369

 
2,602

 
540

 

 
3,142

     Interest
16,917

 
6,302

 

 
23,219

 
18,655

 
1,253

 

 
19,908

     Impairments and other write-offs

 

 

 

 
230

 
10

 

 
240

     Gain on disposal of assets
(24
)
 

 

 
(24
)
 
(363
)
 

 

 
(363
)
     Gain on bargain purchase from
        business combination

 
(22,698
)
 

 
(22,698
)
 

 

 

 

          Total costs and expenses
95,779

 
(729
)
 
(5,549
)
 
89,501

 
84,419

 
9,264

 
(1,544
)
 
92,139

     Income (loss) before benefit
     for income taxes
17,896

 
17,556

 
(3,509
)
 
31,943

 
7,251

 
(5,612
)
 
9

 
1,648

     Benefit for income taxes
(1,216
)
 
(13,452
)
 

 
(14,668
)
 
(795
)
 
(96
)
 

 
(891
)
          Net income (loss)
$
19,112

 
$
31,008

 
$
(3,509
)
 
$
46,611

 
$
8,046

 
$
(5,516
)
 
$
9

 
$
2,539
















DIAMOND RESORTS PARENT, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of June 30, 2012 and December 31, 2011
(Unaudited)
(In thousands)

 
June 30, 2012
(Unaudited)
 
December 31, 2011
(Unaudited)
 
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
$
17,001

 
$
875

 
$

 
$
17,876

 
$
19,648

 
$
249

 
$

 
$
19,897

Cash in escrow and restricted cash
42,206

 
638

 

 
42,844

 
33,370

 
618

 

 
33,988

Mortgages and contracts receivable, net of
     allowance of $52,184, $28,717, $0
     $80,901, $50,519, $33,579, $0 and
     $84,809, respectively
233,952

 
49,294

 
(4
)
 
283,242

 
227,835

 
55,473

 
(6
)
 
283,302

Due from related parties, net
34,421

 
(6,127
)
 
(2,511
)
 
25,783

 
33,687

 
(3,413
)
 
(2,009
)
 
28,265

Other receivables, net
17,650

 
7,173

 
16

 
24,839

 
32,579

 
2,455

 
19

 
35,053

Income tax receivable
2,045

 

 

 
2,045

 
629

 

 

 
629

Prepaid expenses and other assets, net
84,099

 
14,353

 
(1,074
)
 
97,378

 
45,402

 
9,221

 
(1,146
)
 
53,477

Unsold Vacation Interests, net
254,722

 
74,760

 
(8,770
)
 
320,712

 
225,375

 
34,634

 
(3,204
)
 
256,805

Property and equipment, net
28,990

 
22,829

 

 
51,819

 
25,943

 
22,234

 

 
48,177

Assets held for sale
3,958

 
154

 

 
4,112

 
5,517

 

 

 
5,517

Intangible assets, net
32,614

 
76,495

 

 
109,109

 
34,050

 
34,059

 

 
68,109

          Total assets
$
751,658

 
$
240,444

 
$
(12,343
)
 
$
979,759

 
$
684,035

 
$
155,530

 
$
(6,346
)
 
$
833,219

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND MEMBER
CAPITAL (DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
13,913

 
$
2,257

 
$

 
$
16,170

 
$
11,663

 
$
690

 

 
$
12,353

Due to related parties, net
70,926

 
41,161

 
(9,691
)
 
102,396

 
28,684

 
36,450

 
(9,612
)
 
55,522

Accrued liabilities
76,605

 
5,697

 
(1,062
)
 
81,240

 
68,316

 
3,153

 
(1,143
)
 
70,326

Income taxes payable
3,354

 

 

 
3,354

 
3,491

 

 

 
3,491

Deferred revenues
70,196

 
1,721

 

 
71,917

 
70,743

 
31

 

 
70,774

Senior secured notes, net of original issue
     discount of $8,997, $0, $0, $8,997,
     $9,454, $0, $0 and $9,454, respectively
416,003

 

 

 
416,003

 
415,546

 

 

 
415,546

Securitization notes and conduit facility, net
     of original issue discount of $913, $0,
     $0, $913, $1,054, $0, $0 and $1,054,
     respectively
184,584

 
54,026

 

 
238,610

 
188,165

 
62,730

 

 
250,895

Notes payable
4,396

 
125,545

 

 
129,941

 
1,871

 
69,643

 

 
71,514

          Total liabilities
839,977

 
230,407

 
(10,753
)
 
1,059,631

 
788,479

 
172,697

 
(10,755
)
 
950,421

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Member capital (deficit)
152,238

 
9,675

 
(9,675
)
 
152,238

 
152,247

 
9,675

 
(9,675
)
 
152,247

(Accumulated deficit) retained earnings
(222,516
)
 
967

 
7,508

 
(214,041
)
 
(238,345
)
 
(26,140
)
 
13,408

 
(251,077
)
Accumulated other comprehensive (loss) income

(18,041
)
 
(605
)
 
577

 
(18,069
)
 
(18,346
)
 
(702
)
 
676

 
(18,372
)
          Total member (deficit) capital
(88,319
)
 
10,037

 
(1,590
)
 
(79,872
)
 
(104,444
)
 
(17,167
)
 
4,409

 
(117,202
)
          Total liabilities and member capital
               (deficit)
$
751,658

 
$
240,444

 
$
(12,343
)
 
$
979,759

 
$
684,035

 
$
155,530

 
$
(6,346
)
 
$
833,219







DIAMOND RESORTS PARENT, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2012 and 2011
(Unaudited)
(In thousands)
 
Six months ended
 
June 30,
2012

 
June 30,
2011


 
 
 
          Net income (loss)
$
37,036

 
$
(4,180
)
Adjustments to reconcile net income (loss) to net cash provided
      by operating activities:
 
 
 
          Provision for uncollectible Vacation Interest sales revenue
9,817

 
6,743

          Amortization of capitalized financing costs and original
               issue discounts
3,082

 
3,334

          Amortization of capitalized loan origination costs and
               portfolio discount
600

 
1,145

          Depreciation and amortization
8,174

 
6,312

          Impairments and other write-offs
(11
)
 
323

          Gain on disposal of assets
(96
)
 
(372
)
          Gain on bargain purchase from business combination
(22,749
)
 

          Deferred income taxes
(13,453
)
 

          Loss (Gain) on foreign currency exchange
56

 
(17
)
          Gain on mortgage repurchase
(19
)
 
(120
)
          Unrealized gain on derivative instruments

 
(79
)
          Gain on insurance settlement

 
(3,535
)
Changes in operating assets and liabilities excluding acquisitions:
 
 
 
          Mortgages and contracts receivable
(8,689
)
 
5,898

          Due from related parties, net
6,763

 
(305
)
          Other receivables, net
13,080

 
18,497

          Prepaid expenses and other assets, net
(42,891
)
 
(35,151
)
          Unsold Vacation Interests, net
(25,842
)
 
(28,287
)
          Accounts payable
3,775

 
842

          Due to related parties, net
51,352

 
43,297

          Accrued liabilities
11,166

 
7,225

          Income taxes (receivable) payable
(1,589
)
 
947

          Deferred revenues
1,028

 
(8,494
)
               Net cash provided by operating activities
30,590

 
14,023

 
 
 
 
Investing activities:
 
 
 
          Property and equipment capital expenditures
(6,107
)
 
(3,304
)
          Disbursement of Tempus Acquisition note receivable

 
(3,493
)
          Purchase of assets in connection with PMR Acquisition
(51,635
)
 

          Proceeds from sale of assets
320

 
2,004

               Net cash used in investing activities
$
(57,422
)
 
$
(4,793
)









DIAMOND RESORTS PARENT, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS —Continued
For the six months ended June 30, 2012 and 2011
(Unaudited)
(In thousands)
 
Six months ended
 
June 30,
2012

 
June 30,
2011

Financing activities:
 
 
 
          Changes in cash in escrow and restricted cash
$
(8,857
)
 
$
(3,285
)
          Proceeds from issuance of securitization notes and funding facilities
45,885

 
80,554

          Proceeds from issuance of notes payable
64,125

 
3,200

          Payments on securitization notes and funding facilities
(58,311
)
 
(81,510
)
          Payments on notes payable
(15,516
)
 
(4,397
)
          Payments of debt issuance costs
(2,594
)
 
(2,740
)
          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
(9
)
 
(76
)
          Net cash provided by (used in) financing activities
24,723

 
(8,254
)
               Net (decrease) increase in cash and cash equivalents
(2,109
)
 
976

Effect of changes in exchange rates on cash and cash
          equivalents
88

 
313

Cash and cash equivalents, beginning of period
19,897

 
27,329

Cash and cash equivalents, end of period
$
17,876

 
$
28,618

 
 
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
 
 
 
          Cash paid for interest
$
39,062

 
$
35,220

          Cash paid for taxes, net of tax refunds
$
1,347

 
$
(340
)
 
 
 
 
Purchase of assets in connection with PMR acquisition
based on a preliminary report:
 
 
 
     Fair value of assets acquired
$
89,704

 
$

     Gain on bargain purchase recognized
(22,880
)
 

     Cash paid
(51,635
)
 

     Deferred tax liability
(13,453
)
 

     Liabilities assumed
$
1,736

 
$

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

 
$
8,412

Insurance premiums financed through issuance of note payable
$
7,573

 
$
5,713

Assets held for sale reclassified to unsold Vacation Interests
$
1,315

 
$
3,082

Assets held for sale reclassified to other intangibles
$
187

 
$





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 74 managed resorts and 164 affiliated resorts and four cruise itineraries through THE Club® at Diamond Resorts International®. To learn more, visit DiamondResorts.com.