Total Revenue up 15.8%
Increases Cash by $64.0 Million
Raises 2014 Financial Guidance
Announces $100 Million Share Repurchase
Program
Diamond Resorts International, Inc. (NYSE:DRII) (“Diamond” or
the “Company”), today announced results for the third quarter ended
September 30, 2014 as well as the authorization of a $100 million
share repurchase program.
David F. Palmer, President and Chief Executive Officer, stated,
“This was another outstanding quarter for our business, and the
fifth consecutive record quarter since our IPO. We have continued
to execute our capital-efficient business strategy and generate
substantial free cash flow. Because of our strong execution and
performance to date, and our confidence in the continued strength
of our business plan, we are once again raising our full year 2014
guidance. Additionally, our Board of Directors has authorized a
$100 million share repurchase program that we anticipate initiating
this quarter. This repurchase program reflects the Company’s strong
financial condition and the confidence our Board and management
team have in our ability to continue executing and generating
strong free cash flow, and this program will not preclude us from
other opportunities to effectively utilize our cash. We view this
program as an effective way to enhance shareholder value as we see
tremendous value in Diamond Resorts stock.”
Third Quarter 2014 Highlights
- Total revenue increased $30.4 million,
or 15.8%, to $222.0 million for the third quarter of 2014 from
$191.6 million for the third quarter of 2013.
- Hospitality and Management Services
revenue grew by $6.1 million, or 13.9%, through higher same-store
management fee revenue, the inclusion of acquired management
contracts and increased revenues from Club operations.
- Vacation Interest Sales, net, grew by
$19.5 million, or 15.7%. This growth was driven by a:
- 7.2% increase in sales presentations
(“tours”) to 60,920 from 56,822; and
- 6.3% increase in volume per guest
(“VPG”) to $2,635 from $2,478
- Advertising, sales and marketing
expense for the third quarter of 2014 and 2013 included a non-cash
charge of $0.5 million and $2.0 million, respectively, related to
stock-based compensation. Excluding these charges, advertising,
sales and marketing expense as a percentage of Vacation Interest
sales revenue increased 1.4 percentage points to 51.4% in the third
quarter of 2014, from 50.0% in the third quarter of 2013. Including
these non-cash charges, advertising, sales and marketing expense as
a percentage of Vacation Interest sales revenue was, 51.8%.
- Pre-tax income for the third quarter of
2014 included a non-cash charge related to stock-based compensation
of $3.3 million. Pre-tax income for the third quarter of 2013
included one-time and non-cash charges netting $49.1 million ($43.8
million were non-cash charges). Excluding these charges, pre-tax
income in 2014 would have been $49.8 million, an increase of $34.6
million from pre-tax income of $15.2 million in the third quarter
of 2013. Including these items, pre-tax income for the third
quarter of 2014 was $46.5 million compared to a pre-tax loss in the
third quarter of 2013 of $34.0 million.
- Cash and cash equivalents increased
$64.0 million during the third quarter of 2014. $23.6 million
was generated from operating activities, $4.0 million was spent in
investing activities and $45.2 million was generated from financing
activities.
- Adjusted EBITDA for the Company on a
consolidated basis increased $24.2 million, or 40.1%, to $84.6
million for the third quarter of 2014 from $60.4 million for the
third quarter of 2013.
Outlook
For the full year ending December 31, 2014, the Company is
providing the following updated guidance for its expected operating
results.
Updated Guidance Year Ending December 31, 2014
($ in thousands)
Low High Pre-tax income $
95,000 $
122,500
Corporate interest expense $ 42,000 $ 40,000 Loss on extinguishment
of debt(a) $ 47,000 $ 47,000 Vacation interest cost of sales(b) $
65,000 $ 55,000 Depreciation and amortization $ 34,000 $ 32,000
Other non-cash items(c) $ 22,000 $ 18,500
Previous
Guidance Year Ending December 31, 2014 ($ in thousands)
Low High Pre-tax income $ 74,000 $ 106,500 Corporate
interest expense $ 43,000 $ 41,000 Loss on extinguishment of
debt(a) $ 47,000 $ 47,000 Vacation interest cost of sales(b) $
65,000 $ 55,000 Depreciation and amortization $ 34,000 $ 32,000
Other non-cash items(c) $ 22,000 $ 18,500
For the year ending December 31, 2014, the Company anticipates
capital expenditures(d) to be between $21.0 million and $23.0
million. In addition, the Company anticipates its ordinary course
cash expenditures for the acquisition of inventory to be between
$35.0 million and $40.0 million. Also, we closed on a bulk purchase
of bank owned inventory at Island One resorts for approximately
$4.7 million in the third quarter. Further, during the fourth
quarter we anticipate the expenditure of approximately $5.0 million
for the recovery of inventory relating to maintenance fee and loan
defaults primarily at Tempus Resorts and Pacific Monarch Resorts
that existed at the time those acquisitions were completed.
Finally, we are conducting an innovative test to purchase low cost
inventory in Hawaii where there may be approximately $5.0 million
in cash expenditures. We believe these have been and will be
effective uses of our cash.
(a) Reflects approximately $16.6 million of non-cash charges
for the write-off of unamortized debt issuance costs and original
issue discount relating to the refinancing of the senior secured
notes, revolving line of credit, and inventory loans and
approximately $30.2 million paid in cash for the bond premium
related to the redemption of the senior secured notes which was
financed with a portion of the proceeds from the new term loan. (b)
In accordance with ASC 978, the Company records Vacation Interest
Cost of Sales using the relative sales value method (See Note 2 -
Summary of Significant Accounting Policies in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2013). This
method requires the Company to make a number of projections and
estimates, which are subject to significant uncertainty and
retroactive adjustment in the future periods. These "true-up"
adjustments may result, and for the Company have resulted in prior
periods, in major swings (both positive and negative) in the
Company's pre-tax income computed in accordance with US GAAP that
do not have a direct correlation to the operating performance for
the periods in which the "true-ups" are made. It is difficult to
predict with any degree of precision what the projections and
estimates used in connection with the relative sales value method
will be and what impact those projections and estimates will have
on the amount recorded in future periods as Vacation Interest Cost
of Sales. As a result, guidance for Vacation Interest Cost of Sales
(and as a result, pre-tax income) covers a wide range of outcomes.
(c) Other non-cash items include: stock based compensation,
amortization of loan origination costs, and amortization of net
portfolio discounts and premiums. (d) Principally for IT
infrastructure and sales center expansion/refurbishment. This does
not include expenditures for the acquisition of inventory, or
resort-level capital improvements which are paid by the homeowners
associations.
Third Quarter Earnings Summary
Hospitality and Management Services
Total management and member services revenue in our Hospitality
and Management Services segment increased $4.2 million, or 12.5%,
to $37.8 million for the third quarter of 2014 from $33.6 million
for the third quarter of 2013. Management fees increased as a
result of increases in operating costs at the resort level, which
generated higher management fee revenue on a same-store basis under
our cost-plus management agreements. The Company also experienced
higher revenue from the clubs due to increased membership dues
during the period in 2014 compared to the period in 2013.
Management and member services expense decreased $0.9 million,
or 9.1%, to $8.5 million for the third quarter of 2014 from $9.4
million for the third quarter of 2013. The decrease was primarily
attributable to a $0.5 million decrease in stock-based compensation
charges for the three months ended September 30, 2014, as
compared to the three months ended September 30, 2013. In addition,
we reported lower exchange company costs associated with the clubs
as a result of the renegotiated contract with an exchange service
provider that was entered into in April 2014. Management and member
services expense as a percentage of management and member services
revenue decreased to 22.6% during the period in 2014 from 28.0%
during the period in 2013.
Vacation Interest Sales and Financing
Vacation Interest sales, net, increased $19.5 million, or 15.7%,
to $143.2 million for the third quarter of 2014 from $123.7 million
for the third quarter of 2013. The increase in Vacation Interest
sales, net, was attributable to a $21.5 million increase in
Vacation Interest sales revenue, partially offset by a $2.0 million
increase in the provision for uncollectible Vacation Interest sales
revenue. The $21.5 million increase in Vacation Interest sales
revenue during the period in 2014 compared to the period in 2013
was generated due to an increase in the number of tours and an
increase in our VPG. The total number of tours increased to 60,920
during the period in 2014 from 56,822 during the period in 2013,
primarily due to the expansion of our lead-generation and marketing
programs. VPG increased by $157, or 6.3%, to $2,635 for the third
quarter of 2014 from $2,478 in the third quarter of 2013, as a
result of a higher average sales price per transaction partially
offset by a reduction in closing percentage. The Company closed a
total of 8,435 Vacation Interest sales transactions during the
period in 2014, compared to 8,342 transactions during the period in
2013. The Company's closing percentage (which represents the
percentage of Vacation Interest sales transactions closed relative
to the total number of sales presentations at our sales centers
during the period presented) decreased to 13.8% during the period
in 2014 from 14.7% during the period in 2013. Vacation Interest
sales price per transaction increased to $19,028 during the period
in 2014 from $16,881 during the period in 2013. The increase in
average sales price per transaction, the increase in VPG and the
lower closing percentage are due principally to a change in our
focus on selling larger point packages and the success of the sales
and marketing initiatives implemented in association with this
strategy.
Provision for uncollectible Vacation Interest sales revenue
increased $2.0 million, or 14.4%, to $15.8 million during the
period in 2014 from $13.9 million during the period in 2013,
primarily due to the increase in Vacation Interest sales revenue
and an increase in the percentage of financed Vacation Interest
sales during the period in 2014 as compared to the period in 2013.
The allowance for mortgages and contracts receivable as a
percentage of gross mortgages and contracts receivable was 21.4% as
of September 30, 2014, as compared to 21.3% as of September 30,
2013.
Advertising, sales and marketing expense for the third quarter
of 2014 and 2013 included non-cash charges of $0.5 million and $2.0
million, respectively, related to stock-based compensation.
Excluding these charges, advertising, sales and marketing expense
as a percentage of Vacation Interest sales revenue increased 1.4
percentage points to 51.4% in the third quarter of 2014, from 50.0%
in the third quarter of 2013. This increase was primarily due to a
higher performance-based compensation rate being earned as Vacation
Interest Sales for the period exceeded sales targets. Including the
non-cash charge, advertising, sales and marketing expense as a
percentage of Vacation Interest sales revenue was 51.8% for the
third quarter of 2014, as compared to 51.4% for the third quarter
of 2013.
Vacation Interest cost of sales decreased $2.1 million, or
11.4%, to $16.5 million for the third quarter of 2014 from $18.6
million for the third quarter of 2013. This decrease consisted of a
$2.9 million increase related to the increase in Vacation Interest
Sales revenue and a $5.0 million decrease resulting from changes in
estimates under the relative sales value method. These changes
related to a smaller pool of low-cost inventory becoming eligible
for capitalization as well as the timing of the eligibility of
inventory for recovery in accordance with our inventory recovery
agreements during the three months ended September 30, 2014,
as compared to the three months ended September 30, 2013, partially
offset by the inclusion of the low-cost inventory purchased in
connection with the Island One Acquisition. Vacation Interest cost
of sales as a percentage of Vacation Interest sales, net decreased
to 11.5% for the three months ended September 30, 2014 from 15.0%
for the three months ended September 30, 2013.
General and Administrative Expense
General and administrative expense for the third quarter of 2014
and 2013 included non-cash charges related to stock based
compensation of $2.3 million and $35.4 million, respectively.
Excluding these charges, general and administrative expense would
have decreased $1.3 million, or 4.9%, to $24.5 million during the
period in 2014 from $25.7 million during the period in 2013,
primarily due to an increase in the allocation of our expenses to
the HOAs and the Collections we manage, partially offset by
additional general and administrative expense incurred as a result
of supporting operations assumed in connection with the Island One
Acquisition and the PMR Service Companies Acquisition. Including
the non-cash charges discussed above, general and administrative
expense as a percentage of total revenue decreased 19.8 percentage
points to 12.1% in the third quarter of 2014, from 31.9% in the
third quarter of 2013. Giving effect to this charge, general and
administrative expense as reported was $26.7 million during the
period in 2014.
Pre-tax Income/Loss and Net Income / Loss
Pre-tax income for the third quarter of 2014 included a non-cash
charge related to stock-based compensation of $3.3 million. Pre-tax
income for the third quarter of 2013 included a non-cash charge
related to stock-based compensation of $38.5 million, a charge of
$13.4 million related to the early extinguishment of debt ($5.3
million was non-cash) and a gain on bargain purchase of $2.8
million. Excluding the amounts discussed above, pre-tax income in
2014 would have been $49.8 million, an increase of $34.6 million
from pre-tax income of $15.2 million in the third quarter of 2013.
Including these items, pre-tax income for the third quarter of 2014
was $46.5 million compared to a pre-tax loss in the third quarter
of 2013 of $34.0 million.
Net income for the third quarter in 2014 and 2013 were inclusive
of the non-cash charges and the gain on bargain purchases discussed
above. Net income increased $52.6 million to $26.3 million during
the period for 2014 from a net loss of $26.3 million during the
period in 2013.
Capital Resources and Liquidity
As of September 30, 2014, the Company had cash and cash
equivalents of $181.9 million and corporate indebtedness of $444.2
million. During the three months ended September 30, 2014 the
Company generated $64.0 million in cash and cash equivalents.
Net cash provided by operating activities in the three months
ended September 30, 2014 was $23.6 million and was the result of
net income of $26.3 million and non-cash revenues and expenses
totaling $50.8 million, partially offset by other changes in
operating assets and liabilities that resulted in a net credit of
$53.5 million. The significant non-cash revenues and expenses
included (i) $19.7 million in deferred income taxes (ii) $15.8
million in the provision for uncollectible Vacation Interest sales
revenue; (iii) $8.3 million in depreciation and amortization; (iv)
$3.3 million in stock-based compensation costs; (v) $2.4 million in
amortization of capitalized loan origination costs and portfolio
discounts (net of premiums) and (vi) $1.1 million in amortization
of capitalized financing costs and original issue discounts. Net
cash used in operating activities for the three months ended
September 30, 2013 was $4.9 million and was the result of net loss
of $26.3 million and non-cash revenues and expenses totaling $68.1
million, offset by other changes in operating assets and
liabilities that resulted in a net credit of $46.7 million. Capital
expenditures for the nine months ended September 30, 2014, which
were primarily associated with information technology-related
projects and equipment, were $3.9 million, a decrease of $0.4
million from $4.3 million for the three months ended September 30,
2013.
During the three months ended September 30, 2014 and 2013, we
used cash of $16.1 million and $5.1 million, respectively, for
acquisitions of VOI inventory pursuant to inventory recovery
agreements and in open market and bulk VOI inventory purchases, for
capitalized legal, title and trust fees and for the construction of
VOI inventory. Of these total cash amounts, $0.1 million and $1.4
million during the three months ended September 30, 2014 and 2013,
respectively, were used for the construction of VOI inventory,
primarily related to construction of units at our managed
properties in Mexico and Italy.
In addition, the Company had increases in unsold Vacation
Interests, net, that did not have an impact on our working capital
during the respective periods. Specifically, we capitalized $1.6
million and $6.6 million during the three months ended September
30, 2014 and 2013, respectively, related to inventory recovery
agreements in the U.S., offset by an equal increase in due to
related parties, net; cash will be used in future periods to settle
these amounts. In addition, the Company transferred $0.2 million
and $2.5 million during the three months ended September 30, 2014
and 2013, respectively, from due from related parties, net, to
unsold Vacation Interests, net, as a result of our recovery of VOI
inventory pursuant to inventory recovery arrangements in Europe;
cash was used in prior periods when these amounts were recorded to,
due from related parties, net. Furthermore, the Company transferred
$1.1 million and $0.6 million from mortgages and contracts
receivable, net, to unsold Vacation Interests, net, during the nine
months ended September 30, 2014 and 2013, respectively, as a result
of our recovery of underlying VOI inventory due to loan
defaults.
Share Repurchase Program
Our Board of Directors has authorized a share repurchase program
allowing for the expenditure of up to $100 million for the
repurchase of the Company’s common stock. Repurchases will be made
from time to time in accordance with applicable securities laws in
the open market and/or in privately negotiated transactions, and
may include repurchases pursuant to Rule 10b5-1 trading plans. The
share repurchase program is effective immediately, and repurchases
may begin as soon as November 3, 2014.
The repurchase program does not obligate the Company to acquire
any particular amount of common stock or to acquire shares on any
particular timetable and the program may be suspended at any time
at the Company’s discretion. The timing and amount of share
repurchases will be determined by the Company’s management based on
its evaluation of market conditions, the trading price of the
stock, applicable legal requirements, compliance with the
provisions of the Company’s credit agreement, and other
factors.
Third Quarter 2014 Earnings Call
The company will be conducting a conference call to discuss the
third quarter financial results at 5:00 p.m. Eastern Time on
October 29, 2014, available via webcast on the Company's website at
http://investors.diamondresorts.com. A webcast replay will become
available within 2 hours of the call and will run for approximately
one year on the Company’s website. Alternatively, participants may
call into (888) 753-4238 from the United States, or (706) 643-3355
from outside the U.S. with conference ID 21306555; please dial in
fifteen minutes early to ensure a timely start. A call replay will
be available from 8:00 p.m. Eastern Time on October 29, 2014
through November 5, 2014 and can be accessed by dialing (800)
585-8367 with conference ID 21306555.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements,
including the guidance for expected operating results presented
under “Outlook” above, statements regarding the Company’s current
expectations regarding future repurchases of its common stock, and
other statements regarding the Company’s current expectations,
prospects and opportunities. These forward-looking statements are
covered by the "Safe Harbor for Forward-Looking Statements"
provided by the Private Securities Litigation Reform Act of 1995.
The Company has tried to identify these forward looking statements
by using words such as “expect,” “anticipate,” “estimate,” “plan,”
“will,” “would,” “should,” “could,” “forecast,” “believe,”
“guidance,” “projection,” “target” or similar expressions, but
these words are not the exclusive means for identifying such
statements. The Company cautions that a number of risks,
uncertainties and other factors could cause the Company's actual
results to differ materially from those expressed in, or implied
by, the forward-looking statements, including, without limitation,
adverse trends or disruptions in economic conditions generally or
in the vacation ownership, vacation rental and travel industries;
adverse changes to, or interruptions in, relationships with the
Company's affiliates and other third parties, including termination
of the Company's hospitality management contracts; the Company's
ability to maintain an optimal inventory of vacation ownership
interests for sale overall, as well as in specific Collections; the
market price of the Company's stock prevailing from time to time;
alternative uses of cash and the nature of other investment
opportunities presented to the Company from time to time; the
Company’s compliance with the financial and other covenants
contained in the credit agreement with respect to the Company’s
senior secured credit facility; the Company's ability to sell,
securitize or borrow against its consumer loans; decreased demand
from prospective purchasers of Vacation Interests; adverse events
or trends in vacation destinations and regions where the resorts in
our network are located; changes in the Company's senior
management; the Company's ability to comply with regulations
applicable to the vacation ownership industry; the effects of the
Company's indebtedness and its compliance with the terms thereof;
the Company's ability to successfully implement its growth
strategy; and the Company's ability to compete effectively. For a
detailed discussion of factors that could affect the Company's
future operating results, please see the Company's filings with the
Securities and Exchange Commission, including the disclosures under
“Risk Factors” in those filings. Except as expressly required by
the federal securities laws, the Company undertakes no obligation
to update or revise any forward-looking statements, whether as a
result of new information, changed circumstances or future events
or for any other reason.
About Diamond Resorts International®
Diamond Resorts International®, with its network of 313 vacation
destinations located in 34 countries throughout the continental
United States, Hawaii, Canada, Mexico, the Caribbean, South
America, Central America, Europe, Asia, Australia and Africa
provides guests with choices and flexibility as they design their
dream vacation, whether they're traveling an hour away or around
the world. Our hassle-free, relaxing vacations give guests a truly
memorable experience every time, for a lifetime.
Diamond Resorts International® owns, operates and manages
vacation ownership resorts and, through resort and partner
affiliation agreements, provides members and owners with access to
93 managed resorts, 162 affiliated resorts, 52 affiliated hotels
and six cruise itineraries through THE Club® at Diamond Resorts
International®. To learn more, visit Diamondresorts.com.
Basis of Presentation
On July 24, 2013, Diamond closed the initial public offering
(“IPO”) of its common stock. Prior to the consummation of the
initial public offering, Diamond was a newly-formed Delaware
corporation that had not conducted any activities other than those
incident to its formation and other actions in connection with the
IPO. Diamond was formed for the purpose of changing the
organizational structure of Diamond Resorts Parent, LLC (“DRP”)
from a limited liability company to a corporation. Immediately
prior to the consummation of the IPO, DRP was the sole stockholder
of Diamond. In connection with, and immediately prior to the
completion of the IPO, various reorganization transactions were
effected ultimately with DRP merging with and into Diamond. See
“Organizational Structure-Reorganization Transactions” in the
Registration Statement on Form S-1 filed by Diamond with the
Securities and Exchange Commission for additional information
concerning these reorganization transactions. References in this
press release to “Diamond,” “the Company,” ”DRII,” “we,” “us” and
“our,” refer to Diamond Resorts International, Inc. and its
subsidiaries, after giving effect to those reorganization
transactions, and our consolidated financial statements and other
historical financial data included in this press release for
periods prior to July 24, 2013 are those of DRP and its
subsidiaries after giving effect to the reorganization
transactions.
Reconciliation of GAAP to Non-GAAP Measures
We believe supplementing our consolidated financial statements
presented in accordance with U.S. GAAP with non-U.S. GAAP measures
provides investors with useful information regarding our liquidity
and short-term and long-term trends.
We define Adjusted EBITDA as our net income, plus: (i) corporate
interest expense; (ii) provision (benefit) for income taxes; (iii)
depreciation and amortization; (iv) Vacation Interest cost of
sales; (v) loss on extinguishment of debt; (vi) impairments and
other non-cash write-offs; (vii) loss on the disposal of assets;
(viii) amortization of loan origination costs; (ix) amortization of
net portfolio premiums; and (x) stock-based compensation; less (a)
gain on the disposal of assets; (b) gain on bargain purchase from
business combination; and (c) amortization of net portfolio
discounts. Adjusted EBITDA is a non-U.S. GAAP financial measure and
should not be considered in isolation, or as an alternative to net
cash provided by operating activities or any other measure of
liquidity, or as an alternative to net income, operating income or
any other measure of financial performance, in each case calculated
and presented in accordance with U.S. GAAP. Additional information
regarding our calculation of Adjusted EBITDA is provided below.
We present Adjusted EBITDA primarily because the Senior Credit
Facility Agreement includes covenants which are determined by
reference to the Adjusted EBITDA of the Company and its “restricted
subsidiaries,” and other of our debt-related agreements include
covenants that are determined by reference to Adjusted EBITDA. As a
result, we believe that supplementing our consolidated financial
statements presented in accordance with US GAAP with this non-GAAP
measure provides investors with useful information with respect to
our liquidity. As of September 30, 2014, we had no
unrestricted subsidiaries
In addition to its application under the Senior Credit Facility
Agreement, our management uses Adjusted EBITDA: (i) for planning
purposes, including the preparation of our annual operating budget;
(ii) to allocate resources to enhance the financial performance of
our business; (iii) to evaluate the effectiveness of our business
strategies and (iv) as a factor for determining compensation for
personnel employed by the Company.
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,
including:
- Adjusted EBITDA does not reflect our
cash expenditures or future requirements for capital expenditures
or Vacation Interest 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, and Adjusted EBITDA does not
reflect any cash requirements for these replacements;
- we make expenditures to replenish
Vacation Interests inventory (principally pursuant to our inventory
recovery agreements and in connection with our strategic
acquisitions), and Adjusted EBITDA does not reflect our cash
requirements for these expenditures or certain costs of carrying
such inventory (which are capitalized); and
- other companies in our industry may
calculate Adjusted EBITDA differently than we do, limiting its
usefulness as a comparative measure.
The following tables present Adjusted EBITDA reconciled to each
of (i) our net cash provided by operating activities and (ii) our
net income for the periods presented.
Quarter Ended September 30, Nine Months
Ended 2014 2013 2014
2013 ($ in thousands) ($ in thousands) Net cash provided by
(used in) operating activities $ 23,549 $ (4,879 ) $ 76,454 $ 2,325
Provision (benefit) for income taxes 20,156 (7,626 ) 32,860 (6,777
) Provision for uncollectible Vacation Interest sales revenue(a)
(15,847 ) (13,851 ) (40,123 ) (29,731 )
Amortization of capitalized financing
costs and original issue discounts(a)
(1,125 ) (1,804 ) (4,079 ) (5,607 ) Deferred income taxes(b)
(19,679 ) 8,040 (30,461 ) 8,040 (Loss) gain on foreign currency(c)
(14 ) 3 (98 ) (215 ) Gain on mortgage purchase(a) 136 33 519 71
Unrealized gain (loss) on derivative instruments(d) 15 (657 ) (181
) (657 ) Unrealized loss on post-retirement benefit plan(e) (43 )
(774 ) (128 ) (774 ) Cash to be received on insurance settlement(f)
— — — 2,876 Corporate interest expense(g) 7,429 16,658 34,502
58,110
Change in operating assets and liabilities
excluding acquisitions(h)
53,591 46,655 125,965 91,552 Vacation Interest cost of sales(i)
16,476 18,605 44,840 45,451 Adjusted
EBITDA - Consolidated $ 84,644 $ 60,403 $ 240,070
$ 164,664 (a) Represents non-cash charge or
gain. (b) Represents the deferred income tax liability as a result
of the provision for income taxes recorded for the three and nine
months ended September 30, 2014 and 2013. (c) Represents net
realized (loss) gain on foreign exchange transactions settled at
(unfavorable) favorable exchange rates and unrealized net (loss)
gain resulting from the (devaluation) appreciation of foreign
currency-denominated assets and liabilities. (d) Represents the
effects of the changes in mark-to-market valuations of derivative
liabilities. (e) Represents unrealized loss on our post-retirement
benefit plan related to a collective labor agreement entered into
with the employees of our two resorts in St. Maarten. (f)
Represents insurance settlements receivables recorded in connection
with property damage claims and reimbursement of defense costs
related to litigation. (g) Represents corporate interest expense;
does not include interest expense related to non-recourse
indebtedness incurred by our special-purpose subsidiaries that is
secured by our VOI consumer loans. (h) Represents the net change in
operating assets and liabilities excluding acquisitions, as
computed directly from the statements of cash flows. Vacation
Interest cost of sales is included in the net changes in unsold
Vacation Interests, net, as presented in the statements of cash
flows. (i) We record Vacation Interest cost of sales using the
relative sales value method in accordance with ASC 978,
"Real-estate Time-Sharing Activities," 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.
Quarter Ended September 30,
Nine Months Ended September 30, 2014
2013 2014 2013 ($ in thousands) ($ in
thousands) Net income (loss) $ 26,304 $ (26,327 ) $ 37,583 $ (6,098
) Plus: Corporate interest expense(a) 7,429 16,658 34,502 58,110
Provision (benefit) for income taxes 20,156 (7,626 ) 32,860 (6,777
) Depreciation and amortization(b) 8,271 7,583 24,601 19,912
Vacation Interest cost of sales(c) 16,476 18,605 44,840 45,451 Loss
on extinguishment of debt(d) — 13,383 46,807 13,383 Impairments and
other non-cash write-offs(b) 11 1,200 53 1,279 Loss (gain) on
disposal of assets(b) 224 (585 ) 71 (673 ) Gain on bargain purchase
from business combinations(e) — (2,756 ) — (2,726 ) Amortization of
loan origination costs(b) 2,380 1,408 6,591 3,876 Amortization of
net portfolio premiums (discount)(b) 57 365 (36 ) 432 Stock-based
compensation(f) 3,336 38,495 12,198 38,495
Adjusted EBITDA - Consolidated $ 84,644 $ 60,403
$ 240,070 $ 164,664 (a) Corporate
interest expense does not include 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. (d)
2014 represents (i) $30.2 million of redemption premium paid on
June 9, 2014 in connection with the redemption of the outstanding
Senior Secured Notes using proceeds from the term loan portion of
the Senior Credit Facility and (ii) $16.6 million of unamortized
debt issuance costs and debt discount written off upon the
extinguishment of the Senior Secured Notes, the 2013 Revolving
Credit Facility, ILXA Inventory Loan and the Tempus Inventory Loan.
2013 represents (1) $6.1 million of redemption premium paid on
August 23, 2013 in connection with the Tender Offer and $2.4
million of the unamortized debt discount and debt issuance cost
associated with the Senior Secured Notes (2) $4.9 million of the
unamortized debt issuance cost on both the Tempus Acquisition Loan
and the PMR Acquisition Loan written off and the additional exit
fees paid upon the extinguishment of the Tempus Acquisition Loan
and the PMR Acquisition Loan on July 24, 2013 using the proceeds
from the IPO. (e) For the quarter and nine months ended September
30, 2013, represents the amount by which the fair value of the
assets acquired net of the liabilities assumed in the PMR Service
Companies Acquisition (completed in July 2013) exceeded the
purchase price. (f) Represents the non-cash charge related to
stock-based compensation due to stock options issued in connection
with and since the consummation of the IPO.
The following tables present a reconciliation of (i)
advertising, sales and marketing expense as reported to
advertising, sales and marketing expense after excluding non-cash
stock-based compensation; (ii) general and administrative expense
as reported to general and administrative expense after excluding
non-cash stock-based compensation; and (iii) income before
provision for income taxes to income before provision for income
taxes after excluding non-cash stock-based compensation, cash and
non-cash charges from early extinguishment of debt and gain on
bargain purchase for the periods presented below. We exclude these
non-cash items because management excludes them from its forecasts
and evaluation of our operational performance and because we
believe that the GAAP measures including these items are not
indicative of our core operating results.
Quarter Ended September 30, Nine Months
Ended September 30, 2014 2013 2014
2013 ($ in thousands) ($ in thousands) Advertising,
sales and marketing expense $ 82,308 $ 70,714 $ 214,190 $ 181,668
Stock-based compensation (537 ) (1,950 ) (1,804 ) (1,950 )
Advertising, sales and marketing expense after excluding
stock-based compensation $ 81,771 $ 68,764 $ 212,386
$ 179,718
Quarter Ended September 30,
Nine Months Ended September 30, 2014 2013
2014 2013 ($ in thousands) ($ in thousands) General
and administrative expense $ 26,747 $ 61,114 $ 74,203 $ 105,612
Stock-based compensation (2,282 ) (35,389 ) (8,530 ) (35,389 )
General and administrative expense after excluding stock-based
compensation $ 24,465 $ 25,725 $ 65,673 $
70,223
Quarter Ended September 30, Nine
Months Ended September 30, 2014 2013 2014
2013 ($ in thousands) ($ in thousands) Income (loss) before
provision (benefit) for income taxes $ 46,460 $ (33,953 ) $ 70,443
$ (12,875 ) Stock-based compensation 3,336 38,495 12,198 38,495
Non-cash charge from early extinguishment of debt — 5,281 16,564
5,281 Cash charge from early extinguishment of debt — 8,102 30,243
8,102 Gain on bargain purchase — (2,756 ) — (2,726 )
Income before provision for income taxes after excluding
stock-based compensation, loss from early extinguishment of debt
and gain on bargain purchase $ 49,796 $ 15,169 $
129,448 $ 36,277
To properly and prudently evaluate our business, we encourage
you to review our U.S. GAAP consolidated financial statements
included in this press release, and not to rely on any single
financial measure to evaluate our business. The non-U.S. GAAP
financial measures included in this press release should not be
considered in isolation, or as an alternative to net cash provided
by operating activities or any other measure of liquidity, or as an
alternative to net income, operating income or any other measure of
financial performance, in any such case calculated and presented in
accordance with U.S. GAAP.
Segment Reporting
The Company presents its results of operations in two segments:
(i) Hospitality and Management Services, which includes operations
related to the management of resort properties and the Collections,
operations of the Clubs, operations of the properties located in
St. Maarten for which the Company functions as the HOA, food and
beverage venues owned and managed by the Company and the provision
of other services; and (ii) Vacation Interest Sales and Financing,
which includes operations relating to the marketing and sales of
Vacation Interests, as well as the consumer financing activities
related to such sales. While certain line items reflected on the
statement of operations and comprehensive income fall completely
into one of these business segments, other line items relate to
revenues or expenses which are applicable to more than one segment.
For line items that are applicable to more than one segment,
revenues or expenses are allocated by management, which involves
significant estimates. Certain expense items (principally corporate
interest expense and depreciation and amortization) are not, in
management's view, allocable to either of these business segments
as they apply to the entire Company. In addition, general and
administrative expenses are not allocated to either of these
business segments because, historically, management has not
allocated these expenses for purposes of evaluating the Company's
different operational divisions. Accordingly, these expenses are
presented under Corporate and Other.
DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS BY BUSINESS
SEGMENT For the Quarters Ended September 30, 2014 and
2013 (In thousands) Quarter Ended
September 30, 2014 Quarter Ended September 30,
2013
Hospitality
Hospitality
and
Vacation
Corporate
and
Vacation
Corporate
Management
Interest Sales
and
Management
Interest Sales
and
Services
and Financing
Other
Total
Services
and Financing
Other
Total Revenues: Management and member services
$ 37,795 $ — $ — $ 37,795 $ 33,610 $ — $ — $ 33,610 Consolidated
resort operations 10,481 — — 10,481 9,326 — — 9,326
Vacation Interest sales, net of provision
of $0, $15,847, $0, $15,847, $0, $13,851, $0 and $13,851,
respectively
— 143,180 — 143,180 — 123,708 — 123,708 Interest — 16,783 347
17,130 — 13,971 326 14,297 Other 2,018 11,361 —
13,379 1,227 9,434 — 10,661
Total revenues 50,294 171,324 347
221,965 44,163 147,113 326 191,602
Costs and Expenses: Management and member services
8,549 — — 8,549 9,408 — — 9,408 Consolidated resort operations
9,216 — — 9,216 9,602 — — 9,602 Vacation Interest cost of sales —
16,476 — 16,476 — 18,605 — 18,605 Advertising, sales and marketing
— 82,308 — 82,308 — 70,714 — 70,714 Vacation Interest carrying
cost, net — 5,162 — 5,162 — 10,154 — 10,154 Loan portfolio 385
1,015 — 1,400 278 2,018 — 2,296 Other operating — 5,847 — 5,847 —
3,912 — 3,912 General and administrative — — 26,747 26,747 — —
61,114 61,114 Depreciation and amortization — — 8,271 8,271 — —
7,583 7,583 Interest expense — 3,866 7,428 11,294 — 4,267 16,658
20,925 Loss on extinguishment of debt — — — — — — 13,383 13,383
Impairments and other write-offs — — 11 11 — — 1,200 1,200 Loss
(gain) on disposal of assets — — 224 224 — — (585 ) (585 )
Gain on bargain purchase from business
combinations
— — — — — — (2,756 )
(2,756 ) Total costs and expenses 18,150 114,674
42,681 175,505 19,288 109,670 96,597
225,555
Income (loss) before provision (benefit)
for income taxes
32,144 56,650 (42,334 ) 46,460 24,875 37,443 (96,271 ) (33,953 )
Provision (benefit) for income taxes — — 20,156
20,156 — — (7,626 ) (7,626 ) Net income
(loss) $ 32,144 $ 56,650 $ (62,490 ) $ 26,304
$ 24,875 $ 37,443 $ (88,645 ) $ (26,327 )
DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS BY BUSINESS
SEGMENT For the Nine Months Ended September 30, 2014 and
2013 (In thousands) Nine Months Ended
September 30, 2014 Nine Months Ended September 30,
2013
Hospitality
Hospitality
and
Vacation
Corporate
and
Vacation
Corporate
Management
Interest Sales
and
Management
Interest Sales
and
Services
and Financing
Other
Total
Services
and Financing
Other
Total Revenues: Management and member services
$ 115,238 $ — $
—
$ 115,238 $ 96,304 $ — $ — $ 96,304 Consolidated resort operations
28,825 — — 28,825 26,465 — — 26,465
Vacation Interest sales, net of provision
of $0, $40,123, $0, $40,123, $0, $29,731, $0 and $29,731,
respectively
— 379,082 — 379,082 — 325,815 — 325,815 Interest — 47,798 1,212
49,010 — 40,021 1,138 41,159 Other 7,352 32,697 —
40,049 7,535 21,649 — 29,184
Total revenues 151,415 459,577 1,212
612,204 130,304 387,485 1,138 518,927
Costs and Expenses: Management and member services
23,377 — — 23,377 27,952 — — 27,952 Consolidated resort operations
25,662 — — 25,662 26,169 — — 26,169 Vacation Interest cost of sales
— 44,840 — 44,840 — 45,451 — 45,451 Advertising, sales and
marketing — 214,190 — 214,190 — 181,668 — 181,668 Vacation Interest
carrying cost, net — 19,766 — 19,766 — 29,141 — 29,141 Loan
portfolio 895 5,354 — 6,249 782 6,773 — 7,555 Other operating —
16,650 — 16,650 — 6,518 — 6,518 General and administrative — —
74,203 74,203 — — 105,612 105,612 Depreciation and amortization — —
24,601 24,601 — — 19,912 19,912 Interest expense — 10,790 34,502
45,292 — 12,451 58,110 70,561 Loss on extinguishment of debt — —
46,807 46,807 — — 13,383 13,383 Impairments and other write-offs —
— 53 53 — — 1,279 1,279 Loss (gain) on disposal of assets — — 71 71
— — (673 ) (673 )
Gain on bargain purchase from business
combinations
— — — — — — (2,726 )
(2,726 ) Total costs and expenses 49,934 311,590
180,237 541,761 54,903 282,002 194,897
531,802 Income (loss) before provision (benefit)for
income taxes 101,481 147,987 (179,025 ) 70,443 75,401 105,483
(193,759 ) (12,875 ) Provision (benefit) for income taxes —
— 32,860 32,860 — — (6,777 )
(6,777 ) Net income (loss) $ 101,481 $ 147,987 $
(211,885 ) $ 37,583 $ 75,401 $ 105,483 $
(186,982 ) $ (6,098 )
DIAMOND RESORTS INTERNATIONAL, INC.
AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2014 and December 31, 2013 (In
thousands, except share data)
September 30,
December 31,
2014
2013
(Unaudited)
(Audited)
Assets: Cash and cash equivalents $ 181,923 $ 35,945 Cash in
escrow and restricted cash 69,707 92,231
Mortgages and contracts receivable, net of
allowance of $121,189 and $105,590, respectively
464,400 405,454 Due from related parties, net 45,213 46,262 Other
receivables, net 34,030 54,588 Income tax receivable 29 25 Prepaid
expenses and other assets, net 107,048 68,258 Unsold Vacation
Interests, net 277,066 298,110 Property and equipment, net 70,661
60,396 Assets held for sale 14,706 10,662 Goodwill 30,632 30,632
Intangible assets, net 183,493 198,632 Total assets $
1,478,908 $ 1,301,195
Liabilities and
Stockholder's Equity: Accounts payable $ 15,754 $ 14,629 Due to
related parties, net 57,475 44,644 Accrued liabilities 106,374
117,435 Income taxes payable 1,195 1,069 Deferred income taxes
52,865 22,404 Deferred revenues 90,670 110,892
Senior Credit Facility, net of unamortized
original issue discount of $2,122 and $0, respectively
441,766 —
Senior secured notes, net of unamortized
original issue discount of $0 and $6,548, respectively
— 367,892
Securitization notes and Funding
Facilities, net of unamortized original issue discount of $172 and
$226, respectively
451,441 391,267 Derivative liabilities 181 — Notes payable 2,414
23,150 Total liabilities 1,220,135 1,093,382
Stockholders' equity:
Common stock $0.01 par value per share;
authorized - 250,000,000 shares, issued and outstanding -
75,660,588 and 75,458,402 shares, respectively
757 755 Additional paid in capital 477,867 463,194 Accumulated
deficit (202,376 ) (239,959 ) Accumulated other comprehensive loss
(17,475 ) (16,177 ) Total stockholders' equity 258,773
207,813 Total liabilities and stockholders' equity $
1,478,908 $ 1,301,195
DIAMOND RESORTS
INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS For the Quarters and Nine Months
ended September 30, 2014 and 2013 (In thousands)
(Unaudited) Quarter Ended September 30,
Nine Months Ended September 30, 2014
2013 2014 2013 Operating Activities:
Net income (loss) $ 26,304 $ (26,327 ) $ 37,583 $ (6,098 )
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities: Provision for uncollectible
Vacation Interest sales revenue 15,847 13,851 40,123 29,731
Amortization of capitalized financing
costs and original issue discounts
1,125 1,804 4,079 5,607 Amortization of capitalized loan
origination costs and net portfolio discount 2,437 1,773 6,555
4,308 Depreciation and amortization 8,271 7,583 24,601 19,912
Stock-based compensation 3,336 38,495 12,198 38,495 Loss on
extinguishment of debt — 13,383 46,807 13,383 Impairments and other
write-offs 11 1,200 53 1,279 Loss (gain) on disposal of assets 224
(585 ) 71 (673 )
Gain on bargain purchase from business
combinations
— (2,756 ) — (2,726 ) Deferred income taxes 19,679 (8,040 ) 30,461
(8,040 ) Loss (gain) on foreign currency exchange 14 (3 ) 98 215
Gain on mortgage repurchase (136 ) (33 ) (519 ) (71 ) Unrealized
(gain) loss on derivative instrument (15 ) 657 181 657 Unrealized
loss on post-retirement benefit plan 43 774 128 774 Gain on
insurance settlement — — — (2,876 ) Changes in operating assets and
liabilities excluding acquisitions: Mortgages and contracts
receivable (53,820 ) (43,817 ) (105,158 ) (84,469 ) Due from
related parties, net (5,237 ) (528 ) 5,786 (9,563 ) Other
receivables, net 2,256 1,315 20,572 18,806 Prepaid expenses and
other assets, net 28,229 25,708 (41,500 ) (28,313 ) Unsold Vacation
Interests, net 8,105 11,724 9,881 7,370 Accounts payable 624 172
1,123 (2,417 ) Due to related parties, net (28,324 ) (18,365 )
14,400 17,833 Accrued liabilities 12,255 (12,755 ) (11,344 ) (4,978
) Income taxes payable (350 ) 76 135 1,294 Deferred revenues
(17,329
) (10,185 ) (19,860 ) (7,115 ) Net cash provided by (used in)
operating activities 23,549 (4,879 ) 76,454 2,325
Investing activities: Property and equipment capital
expenditures (3,943 ) (4,311 ) (13,846 ) (12,792 )
Cash acquired in connection with the
Island One Acquisition
— 725 — 725
Purchase of assets in connection with the
PMR Service Companies Acquisition, net of cash acquired of $0, $0,
$0, and $0, respectively
— (47,758 ) — (47,758 ) Proceeds from sale of assets (12 ) 1,656
257 3,126 Net cash used in investing
activities $ (3,955 ) $ (49,688 ) $ (13,589 ) $ (56,699 )
DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—Continued
For the Quarters and Nine Months ended September 30, 2014 and
2013 (Unaudited) (In thousands)
Quarter Ended September 30, Nine Months Ended
September 30, 2014 2013 2014
2013 Financing activities: Changes in cash in escrow and
restricted cash $ 7,838 $ (344 ) $ 22,460 $ (17,670 ) Proceeds from
issuance of Senior Credit Facility — — 442,775 — Proceeds from
issuance of Revolving Credit Facility — 15,000 — 15,000 Proceeds
from issuance of securitization notes and conduit facility 91,227
94,584 206,325 265,873 Proceeds from issuance of notes payable —
1,407 1,113 3,882 Payments on Senior Credit Facility (1,112 ) —
(1,112 ) — Payments on senior secured notes, including redemption
premium — (56,628 ) (404,683 ) (56,628 ) Payments on securitization
notes and conduit facility (51,733 ) (67,285 ) (146,206 ) (201,584
) Payments on notes payable (2,659 ) (111,884 ) (28,492 ) (131,832
) Payments of debt issuance costs (379 ) (2,111 ) (11,048 ) (6,163
) Proceeds from exercise of stock options 2,010 204,705 2,309
204,705 Repurchase of a portion of outstanding warrants — (10,346 )
— (10,346 ) Payments related to early extinguishment of notes
payable — (2,034 ) — (2,034 ) Payments of costs related to issuance
of common units — 10 — — Net cash
provided by financing activities 45,192 65,074 83,441
63,203 Net increase in cash and cash
equivalents 64,786 10,507 146,306 8,829 Effect of changes in
exchange rates on cash and cash equivalents (745 ) 522 (328 ) (14 )
Cash and cash equivalents, beginning of period 117,882
18,847 35,945 21,061 Cash and cash
equivalents, end of period $ 181,923 $ 29,876 $
181,923 $ 29,876
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash interest paid on corporate indebtedness $ 6,318 $
30,524 $ 48,877 $ 61,926 Cash interest paid on
securitization notes and funding facilities $ 3,815 $ 4,063
$ 10,814 $ 12,501 Cash paid for taxes, net of
cash tax refunds $ 715 $ 392 $ 1,972 $ 12
Purchase of assets in connection with the
Island One Acquisition:
Fair value of assets acquired based on
valuation reports
$ — $ 83,164 $ — $ 83,164 Goodwill acquired — 27,665 — 27,665 DRII
common stock issued — (73,307 ) — (73,307 ) Deferred tax liability
— (18,317 ) — (18,317 ) Liabilities assumed $ —
$ 19,205 $ — $ 19,205
Purchase of assets in connection with the
PMR Service Companies Acquisition:
Fair value of assets acquired based on
valuation reports
$ — $ 52,291 $ — $ 52,291 Gain on bargain purchase recognized —
(2,756 ) — (2,756 ) Cash paid — (47,758 ) — (47,758 ) Deferred tax
liability — (1,622 ) — (1,622 ) Liabilities assumed $
— $ 155 $ — $ 155
DIAMOND RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—Continued
For the Quarters and Nine Months ended September 30, 2014 and
2013 (Unaudited) (In thousands)
Quarter Ended September 30, Nine Months Ended September
30, 2014 2013 2014 2013
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: Insurance premiums financed through issuance of notes
payable $ — $ — $ 6,173 $ 7,822 Unsold
Vacation Interests, net reclassified to assets held for sale $
4,250 $ 14 $ 4,250 $ 10,165 Unsold
Vacation Interests, net reclassified to property and equipment $
464 $ — $ 6,080 $ —
Assets to be disposed but not actively
marketed (prepaid expenses and other assets) reclassified to
property and equipment
$ 265 $ — $ 265 $ — Information
technology software and support financed through issuance of notes
payable $ — $ — $ 472 $ —
Media:Diamond Resorts International®Stevi Wara,
702-823-7069media@diamondresorts.comorInvestors:Sloane and
CompanyErica Bartsch, 212-486-1875ebartsch@sloanepr.com
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