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8-K - 8-K ON Q3 2012 EARNINGS RELEASE - Diamond Resorts Corpa8-kxq3earningsrelease.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 September 30, 2012

November 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 September 30, 2012. “We remain pleased with the continued year over year improvement in our operating performance and continue to focus on the growth of our integrated hospitality platform,” said David F. Palmer, President and Chief Financial Officer.

Quarter Ended September 30, 2012 Financial Results

Adjusted EBITDA for Diamond Resorts Parent, LLC and restricted subsidiaries1 increased $9.1 million, or 30.8%, to $38.8 million for the quarter ended September 30, 2012 from $29.7 million for the quarter ended September 30, 2011.

After including the impact of the unrestricted subsidiaries, Adjusted EBITDA for the consolidated operations of Diamond, inclusive of a $5.0 million charge related to termination payments in connection with the Tempus Acquisition, increased $6.0 million, or 22.7% to $32.4 million for the quarter ended September 30, 2012 from $26.4 million for the quarter ended September 30, 2011.

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

Vacation Interest sales for Diamond increased $29.4 million, or 48.8%, to $89.6 million for the quarter ended September 30, 2012 from $60.2 million for the quarter ended September 30, 2011. This increase in Vacation Interest sales revenue was generated by sales growth on a same-store basis and the revenue contribution from our PMR sales centers, which commenced operations in May 2012.  On a consolidated basis, we closed 7,647 Vacation Interest transactions and recorded a sales price of $12,414 per transaction for the quarter ended September 30, 2012, or 1,802 more transactions and $1,791 more per transaction as compared to the quarter ended September 30, 2011.

Diamond’s advertising, sales and marketing expense as a percentage of Vacation Interest sales was 55.3% for the quarter ended September 30, 2012 compared to 57.3% for the quarter ended September 30, 2011. The decrease of such costs as a percentage of Vacation Interest sales revenue was primarily due to improved absorption of fixed costs through increased sales efficiencies.

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

Revenue from management and member services for Diamond increased $4.0 million, or 15.4%, to $30.0 million for the quarter ended September 30, 2012 from $26.0 million for the quarter ended September 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 third quarter of 2011.

Third Quarter 2012 Earnings Call

The company will hold a conference call on Thursday, November 15, 2012 at 4:00 p.m. EST to discuss these results. Participants may access the call by dialing (877) 880-9797 or (706) 902-0715 for international callers. The call in conference ID number is 69314525.


1 – Financial data for Diamond Resorts Parent, LLC and restricted subsidiaries excludes results of Diamond’s unrestricted subsidiaries. As of September 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 DPM Acquisition, LLC. and its subsidiaries. As of September 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 (loss) income before provision (benefit) for income taxes to Adjusted EBITDA:
 
 
Quarter Ended September 30,
 
 
2012
 
2011
 
 
($ in thousands)
(Loss) income before provision (benefit) for income taxes
 
$
(11,305
)
 
$
36,955

Plus: Corporate interest expense(a)
 
20,254

 
16,453

Depreciation and amortization(b)
 
5,205

 
3,853

Vacation interest cost of sales(c)
 
16,778

 
1,854

Impairments and other non-cash write-offs(b)
 
401

 
693

Gain on the disposal of assets(b)
 
(122
)
 
(76
)
Adjustment (gain) on bargain purchase from business combinations(b)
 
115

 
(34,183
)
Amortization of loan origination costs(b)
 
896

 
718

Amortization of portfolio premiums (discounts)(b)
 
174

 
138

        Adjusted EBITDA - Consolidated(d)
 
$
32,396

 
$
26,405


Adjusted EBITDA—Diamond Resorts Parent, LLC and Restricted Subsidiaries(d)
 
$
38,812

 
$
29,667

Adjusted EBITDA—Unrestricted Subsidiaries(d)
 
756

 
(1,712
)
Adjusted EBITDA—Intercompany elimination(d)
 
(7,172
)
 
(1,550
)
Adjusted EBITDA—Consolidated(d)
 
$
32,396

 
$
26,405


(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 quarters ended September 30, 2012 and 2011
(Unaudited)
(In thousands)


 
Quarter Ended
September 30, 2012
 
Quarter Ended
September 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
$
83,957

 
$
5,637

 
$

 
$
89,594

 
$
57,537

 
$
2,691

 
$

 
$
60,228

     (Provision) adjustment for uncollectible
      Vacation Interest sales revenue
(6,639
)
 
363

 

 
(6,276
)
 
(4,417
)
 
(99
)
 

 
(4,516
)
          Vacation Interest, net
77,318

 
6,000

 

 
83,318

 
53,120

 
2,592

 

 
55,712

     Management and member services
29,772

 
4,220

 
(3,993
)
 
29,999

 
26,165

 
1,640

 
(1,813
)
 
25,992

     Consolidated resort operations
7,262

 
1,099

 

 
8,361

 
7,228

 
979

 
(606
)
 
7,601

     Interest
10,053

 
2,833

 

 
12,886

 
10,561

 
4,089

 

 
14,650

     Other
9,034

 
10,178

 
(11,064
)
 
8,148

 
4,311

 
2,287

 
(3,103
)
 
3,495

          Total revenues
133,439

 
24,330

 
(15,057
)
 
142,712

 
101,385

 
11,587

 
(5,522
)
 
107,450

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Vacation Interest cost of sales
16,121

 
657

 

 
16,778

 
1,728

 
126

 

 
1,854

     Advertising, sales and marketing
46,721

 
3,405

 
(572
)
 
49,554

 
33,350

 
1,321

 
(183
)
 
34,488

     Vacation Interest carrying cost, net
6,518

 
2,498

 
(790
)
 
8,226

 
3,600

 
731

 
(175
)
 
4,156

     Management and member services
9,837

 
2,432

 
(3,407
)
 
8,862

 
6,184

 
2,816

 
(2,281
)
 
6,719

     Consolidated resort operations
6,183

 
1,131

 

 
7,314

 
5,658

 
962

 

 
6,620

     Loan portfolio
2,316

 
1,204

 
(1,074
)
 
2,446

 
1,955

 
562

 
(345
)
 
2,172

     Other operating
2,973

 
1,523

 
(2,042
)
 
2,454

 
1,583

 
461

 
(1,021
)
 
1,023

     General and administrative
17,780

 
10,196

 

 
27,976

 
16,480

 
4,561

 
33

 
21,074

     Depreciation and amortization
2,348

 
2,857

 

 
5,205

 
2,395

 
1,458

 

 
3,853

     Interest
16,952

 
7,856

 

 
24,808

 
17,054

 
5,048

 

 
22,102

     Impairments and other write-offs
401

 

 

 
401

 
681

 
12

 

 
693

     (Gain) loss on disposal of assets
(122
)
 

 

 
(122
)
 
(232
)
 
156

 

 
(76
)
     Adjustment to (gain) on bargain
        purchase from business combination

 
115

 

 
115

 

 
(34,183
)
 

 
(34,183
)
          Total costs and expenses
128,028

 
33,874

 
(7,885
)
 
154,017

 
90,436

 
(15,969
)
 
(3,972
)
 
70,495

     Income (loss) before provision (benefit)
     for income taxes
5,411

 
(9,544
)
 
(7,172
)
 
(11,305
)
 
10,949

 
27,556

 
(1,550
)
 
36,955

     Provision (benefit) for income taxes
450

 
(110
)
 

 
340

 
(499
)
 
(147
)
 

 
(646
)
          Net income (loss)
$
4,961

 
$
(9,434
)
 
$
(7,172
)
 
$
(11,645
)
 
$
11,448

 
$
27,703

 
$
(1,550
)
 
$
37,601

















DIAMOND RESORTS PARENT, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of September 30, 2012 and December 31, 2011
(Unaudited)
(In thousands)
 
September 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
$
17,798

 
$
449

 
$

 
$
18,247

 
$
19,648

 
$
249

 
$

 
$
19,897

Cash in escrow and restricted cash
37,929

 
838

 

 
38,767

 
33,370

 
618

 

 
33,988

Mortgages and contracts receivable, net of
     allowance of $55,551, $25,229, $0
     $80,780, $50,519, $33,579, $0 and
     $84,098, respectively
251,114

 
47,339

 
(4
)
 
298,449

 
227,835

 
55,473

 
(6
)
 
283,302

Due from related parties, net
25,721

 
4,051

 
(16,555
)
 
13,217

 
33,686

 
2,399

 
(7,820
)
 
28,265

Other receivables, net
17,915

 
6,793

 

 
24,708

 
32,579

 
2,455

 
19

 
35,053

Income tax receivable
1,902

 

 

 
1,902

 
629

 

 

 
629

Prepaid expenses and other assets, net
63,291

 
9,791

 
(1,125
)
 
71,957

 
45,402

 
9,221

 
(1,146
)
 
53,477

Unsold Vacation Interests, net
267,429

 
78,600

 
(15,941
)
 
330,088

 
225,375

 
34,634

 
(3,204
)
 
256,805

Property and equipment, net
32,488

 
22,253

 

 
54,741

 
25,943

 
22,234

 

 
48,177

Assets held for sale
4,058

 
154

 

 
4,212

 
5,517

 

 

 
5,517

Intangible assets, net
31,729

 
74,230

 

 
105,959

 
34,050

 
34,059

 

 
68,109

          Total assets
$
751,374

 
$
244,498

 
$
(33,625
)
 
$
962,247

 
$
684,034

 
$
161,342

 
$
(12,157
)
 
$
833,219

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND MEMBER
CAPITAL (DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
13,088

 
1,733

 

 
14,821

 
11,662

 
691

 

 
12,353

Due to related parties, net
64,742

 
57,721

 
(24,022
)
 
98,441

 
28,684

 
42,261

 
(15,423
)
 
55,522

Accrued liabilities
70,289

 
11,621

 
(1,129
)
 
80,781

 
68,316

 
3,153

 
(1,143
)
 
70,326

Income taxes payable
2,856

 

 

 
2,856

 
3,491

 

 

 
3,491

Deferred revenues
61,043

 
1,308

 

 
62,351

 
70,743

 
31

 

 
70,774

Senior secured notes, net of original issue
     discount of $8,757, $0, $0, $8,757,
     $9,454, $0, $0 and $9,454, respectively
416,243

 

 

 
416,243

 
415,546

 

 

 
415,546

Securitization notes and Funding Facilities,
     net of original issue discount of $833, $0,
     $0, $833, $1,054, $0, $0 and $1,054,
     respectively
202,445

 
49,239

 

 
251,684

 
188,165

 
62,730

 

 
250,895

Notes payable
3,143

 
122,172

 

 
125,315

 
1,871

 
69,643

 

 
71,514

          Total liabilities
833,849

 
243,794

 
(25,151
)
 
1,052,492

 
788,478

 
178,509

 
(16,566
)
 
950,421

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Member capital (deficit)
152,212

 
9,675

 
(9,675
)
 
152,212

 
152,247

 
9,675

 
(9,675
)
 
152,247

(Accumulated deficit) retained earnings
(217,933
)
 
(8,467
)
 
714

 
(225,686
)
 
(238,345
)
 
(26,140
)
 
13,408

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

(16,754
)
 
(504
)
 
487

 
(16,771
)
 
(18,346
)
 
(702
)
 
676

 
(18,372
)
          Total member (deficit) capital
(82,475
)
 
704

 
(8,474
)
 
(90,245
)
 
(104,444
)
 
(17,167
)
 
4,409

 
(117,202
)
          Total liabilities and member capital
               (deficit)
$
751,374

 
$
244,498

 
$
(33,625
)
 
$
962,247

 
$
684,034

 
$
161,342

 
$
(12,157
)
 
$
833,219

















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

 
September 30,
2011

Operating activities:
 
 
 
          Net income
$
25,391

 
$
33,421

Adjustments to reconcile net income to net cash provided
      by (used in) operating activities:
 
 
 
          Provision for uncollectible Vacation Interest sales revenue
16,093

 
11,259

          Amortization of capitalized financing costs and original
               issue discounts
4,742

 
4,744

          Amortization of capitalized loan origination costs and
               portfolio discount
1,670

 
2,001

          Depreciation and amortization
13,379

 
10,165

          Impairments and other write-offs
390

 
1,016

          Gain on disposal of assets
(218
)
 
(448
)
          Gain on bargain purchase from business combination, net of tax
(22,634
)
 
(34,183
)
          Deferred income taxes
(13,612
)
 

          (Gain) loss on foreign currency exchange
(98
)
 
13

          Gain on mortgage repurchase
(26
)
 
(158
)
          Unrealized gain on derivative instruments

 
(79
)
          Gain on insurance settlement

 
(3,535
)
Changes in operating assets and liabilities excluding acquisitions:
 
 
 
          Mortgages and contracts receivable
(31,121
)
 
3,723

          Due from related parties, net
18,308

 
(4,557
)
          Other receivables, net
13,380

 
16,274

          Prepaid expenses and other assets, net
(18,672
)
 
(14,204
)
          Unsold Vacation Interests, net
(34,274
)
 
(30,829
)
          Accounts payable
2,312

 
3,160

          Due to related parties, net
48,796

 
36,072

          Accrued liabilities
12,441

 
(10,629
)
          Income taxes receivable and payable
(2,046
)
 
(889
)
          Deferred revenues
(8,862
)
 
(24,754
)
               Net cash provided by (used in) operating activities
25,339

 
(2,417
)
 
 
 
 
Investing activities:
 
 
 
          Property and equipment capital expenditures
(11,273
)
 
(5,124
)
          Purchase of assets in connection with the Tempus Resorts Acquisition,
               net of $0 and $2,515 cash acquired

 
(102,398
)
          Disbursement of Tempus Acquisition note receivable

 
(3,493
)
          Purchase of assets in connection with the PMR Acquisition,
               net of $0 and $0 cash acquired
(51,635
)
 

          Proceeds from sale of assets
497

 
1,949

               Net cash used in investing activities
(62,411
)
 
(109,066
)




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

 
September 30,
2011

Financing activities:
 
 
 
          Changes in cash in escrow and restricted cash
$
(4,753
)
 
$
543

          Proceeds from issuance of securitization notes and funding facilities
82,864

 
181,164

          Proceeds from issuance of notes payable
65,262

 
44,678

          Payments on securitization notes and funding facilities
(82,295
)
 
(105,250
)
          Payments on notes payable
(23,345
)
 
(13,658
)
          Payments of debt issuance costs
(2,594
)
 
(4,415
)
          Proceeds from issuance of common and preferred units

 
146,651

          Repurchase of a portion of outstanding warrants

 
(16,598
)
          Repurchase of a portion of outstanding common units
 
 
(16,352
)
          Repurchase of redeemable preferred units
 
 
(108,701
)
          Payments of costs related to issuance of common and
               preferred units
(35
)
 
(4,585
)
          Net cash provided by financing activities
35,104

 
103,477

               Net decrease in cash and cash equivalents
(1,968
)
 
(8,006
)
Effect of changes in exchange rates on cash and cash
          equivalents
318

 
61

Cash and cash equivalents, beginning of period
19,897

 
27,329

Cash and cash equivalents, end of period
$
18,247

 
$
19,384

 
 
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
 
 
 
          Cash paid for interest
$
72,099

 
$
67,222

          Cash paid for taxes, net of tax refunds
$
2,337

 
$
684

 
 
 
 
Purchase of assets in connection with the PMR Acquisition and the Tempus
Resorts Acquisition, respectively:
 
 
 
     Fair value of assets acquired
$
89,760

 
$
146,974

     Gain on bargain purchase recognized
(22,765
)
 
(34,183
)
     Cash paid
(51,635
)
 
(104,915
)
     Deferred tax liability
(13,612
)
 

     Liabilities assumed
$
1,748

 
$
7,876

 
 
 
 
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

 
$
6,141

Assets held for sale reclassified to unsold Vacation Interests
$
1,353

 
$
2,994

Assets held for sale reclassified to other intangibles
$
192

 
$





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.