Diamond Resorts Corporation Reports Third Quarter Results

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Diamond Resorts Corporation Reports Third Quarter Results

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Diamond Resorts Corporation, together with Diamond Resorts Parent LLC and its subsidiaries, (“Diamond” or the “Corporation”) today announced results for the third quarter ended September 30, 2011. “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.

Third Quarter 2011 Financial Results

Adjusted EBITDA for Diamond Resorts Parent, LLC and its restricted subsidiaries* increased $3.8 million, or 14.4%, to $29.7 million for the three months ended September 30, 2011 from $25.9 million for the three months ended September 30, 2010. This growth is attributable to increased profitability associated with both Vacation Interest sales and the management of our members and resorts.

After including the impact of the unrestricted subsidiaries, Adjusted EBITDA for the consolidated operations of Diamond increased $2.3 million, or 9.4%, to $26.4 million for the three months ended September 30, 2011 from $24.1 million for the three months ended September 30, 2010.

Vacation Interest Sales Segment Results

Vacation Interest sales for Diamond increased $3.7 million, or 6.6%, to $60.2 million for the three months ended September 30, 2011 from $56.5 million for the three months ended September 30, 2010. The increase in Vacation Interest sales revenue was primarily due to a higher average sale price per transaction partially offset by a decline in the number of Vacation Interest transactions and closing percentage. Vacation Interest sales revenue was also boosted by the revenue contribution from our ILX sales center, which commenced in March 2011, and our Tempus sales center, which commenced in July 2011.

Diamond‘s advertising, sales and marketing expense as a percent of Vacation Interest sales was 57.3% for the three months ended September 30, 2011 compared to 53.7% for the three months ended September 30, 2010. However, compared with the three months ended June 30, 2011, advertising, sales and marketing expense as a percent of Vacation Interest sales decreased 6.0 percentage points. This improvement in cost structure was due to the Company’s focus on improving direct selling expense as well as improved absorption of fixed costs through increased sales.

Management, Member and Other Services Segment Results

Management, member and other revenue for Diamond increased $3.9 million, or 15.1%, to $29.5 million for the three months ended September 30, 2011 from $25.6 million for the three months ended September 30, 2010. The revenue growth was due to higher management fees earned under our cost-plus management agreements, as a result of increased resort-level operating costs, as well as the addition of managed properties from the ILX and Tempus Resorts acquisitions. In addition, we entered into a sales and marketing fee-for-service arrangement with a third party, which began to generate commission revenue during the second quarter of 2011.

The contribution (segment revenues less expenses) from the management, member and other segment for Diamond increased $2.0 million, or 10%, to $22.3 million for the three months ended September 30, 2011 from $20.3 million for the three months ended September 30, 2010.

*Financial data for Diamond Resorts Parent, LLC and restricted subsidiaries excludes results of Diamond’s unrestricted subsidiaries. As of September 30, 2011, the unrestricted subsidiaries were FLRX, Inc and its subsidiaries, ILX Acquisition and its subsidiaries, and Tempus Acquisition and its subsidiaries. As of December 31, 2010, the only such Unrestricted Subsidiaries were FLRX, Inc. and its subsidiaries, and ILX Acquisition and its Subsidiaries. For purposes of the 2010 Note Indenture, the financial position, result of operations and statement of cash flows of unrestricted subsidiaries are excluded from Company’s financial results to determine whether the Company is in compliance with the financial covenants governing the senior secured notes.

About Diamond Resorts Corporation
Diamond Resorts Corporation and its subsidiaries develop, own, operate and manage vacation ownership resorts and, through resort and partner affiliation agreements, provide owners and members with access to 71 managed resorts and 137 affiliated resorts and six cruise itineraries through THE Club® at Diamond Resorts International®. To learn more, visit DiamondResorts.com.

Non-GAAP Financial Measures

We define Adjusted EBITDA as our net 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 noncash write-offs; (vi) gain or loss on the disposal of assets; (vii) gain on bargain purchase from business combinations; (viii) amortization of loan origination costs; and (ix) amortization of portfolio discount; less non-cash revenue outside the ordinary course of business. Adjusted EBITDA is a non-U.S. GAAP financial measure and should not be considered as an alternative to net income, operating income 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 Adjusted EBITDA to net income (loss) before benefit for income taxes (click the link below to view the table):

http://communications.diamondresorts.com/9995/chart-01.html

(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 investors in the senior secured notes.

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 in our quarterly report filed on form 10-Q of the SEC, and not to rely on any single financial measure to evaluate our business.

See the following tables for the determination of the operating results of the Company (click the links below to view the tables):

http://communications.diamondresorts.com/9995/chart-02.html
http://communications.diamondresorts.com/9995/chart-03.html
http://communications.diamondresorts.com/9995/chart-04.html
http://communications.diamondresorts.com/9995/chart-05.html
http://communications.diamondresorts.com/9995/chart-06.html
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