Diamond Resorts International, Inc.

CIK:0001566897|SEC Filings

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenues:
Management and member services	$ 46,141	$ 42,039	$ 92,237	$ 82,678
Consolidated resort operations	4,729	4,125	9,204	7,334
Vacation Interests sales, net of provision of $30,632, $20,811, $52,191 and $34,907, respectively	155,317	150,281	300,765	272,847
Interest	21,626	18,799	44,139	37,601
Other	17,905	16,258	33,169	28,562
Total revenues	245,718	231,502	479,514	429,022
Costs and Expenses:
Management and member services	7,750	8,316	15,395	16,397
Consolidated resort operations	4,195	4,048	7,977	7,749
Vacation Interest cost of sales	15,742	9,414	26,983	13,124
Advertising, sales and marketing	94,015	84,878	180,740	153,391
Vacation Interests carrying cost, net	7,341	9,373	12,455	19,741
Loan portfolio	2,398	2,181	6,279	4,918
Other operating	7,590	7,338	13,586	12,349
General and administrative	37,236	23,531	64,960	55,787
Depreciation and amortization	10,833	8,457	21,393	17,097
Interest expense	14,940	11,521	30,006	23,125
Impairments and other write-offs	0	7	0	12
(Gain) loss on disposal of assets	(83)	72	(401)	38
Total costs and expenses	201,957	169,136	379,373	323,728
Income before provision for income taxes	43,761	62,366	100,141	105,294
Provision for income taxes	18,269	26,726	41,471	45,284
Net income (loss)	25,492	35,640	58,670	60,010
Other comprehensive income (loss):
Currency translation adjustments, net of tax of $0	(1,140)	1,994	(992)	(1,168)
Post-retirement benefit plan	0	43	0	86
Other	(1)	12	(17)	(6)
Total other comprehensive (loss) income, net of tax	(1,141)	2,049	(1,009)	(1,088)
Comprehensive income (loss)	$ 24,351	$ 37,689	$ 57,661	$ 58,922
Net income per share:
Earnings Per Share, Basic	$ 0.37	$ 0.49	$ 0.84	$ 0.81
Earnings Per Share, Diluted	$ 0.35	$ 0.47	$ 0.82	$ 0.79
Weighted average shares of common stock outstanding:
Weighted Average Number of Shares Outstanding, Basic	69,585	73,052	69,589	73,769
Weighted Average Number of Shares Outstanding, Diluted	71,920	75,759	71,731	76,430

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating Activities:
Net income (loss)	$ 58,670	$ 60,010
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for uncollectible Vacation Interests sales	52,191	34,907
Amortization of capitalized financing costs and original issue discounts	4,179	2,801
Amortization of capitalized loan origination costs and portfolio discounts	8,036	6,161
Depreciation, Depletion and Amortization, Nonproduction	21,393	17,097
Share-based compensation	8,277	7,717
Excess Tax Benefit from Share-based Compensation, Operating Activities	0	(375)
Impairments and other write-offs	0	12
(Gain) loss on disposal of assets	(401)	38
Deferred income taxes	11,207	21,907
Loss on foreign currency exchange	1,616	198
Gain on mortgage repurchase	(161)	(279)
Unrealized (gain) loss on derivative instruments	(56)	105
Unrealized loss on post-retirement benefit plan	0	86
Noncontrolling Interest in Net Income (Loss) Joint Venture Partners, Nonredeemable	346	0
Changes in operating assets and liabilities excluding acquisitions:
Increase (Decrease) in Restricted Cash for Operating Activities	(56)	(5,433)
Mortgages and contracts receivable	(88,193)	(77,427)
Due from related parties, net	14,891	19,561
Other receivables, net	23,713	31,731
Prepaid expenses and other assets, net	(71,316)	(53,603)
Unsold Vacation Interests, net	(22,968)	(37,994)
Accounts payable	10,169	9,724
Due to related parties, net	48,485	61,701
Accrued liabilities	(2,670)	19,164
Income taxes receivable/payable	(6,223)	(391)
Deferred revenues	(13,235)	(31,456)
Net cash provided by operating activities	57,894	85,962
Investing activities:
Property and equipment capital expenditures	(13,181)	(10,917)
Payments to Acquire Intangible Assets	0	(8,993)
Payments to Acquire Interest in Joint Venture	0	(1,500)
Proceeds from sale of assets	901	238
Net cash used in investing activities	(96,893)	(21,172)
Financing activities:
Changes in restricted cash	21,710	903
Proceeds from issuance of securitization notes and Funding Facilities	141,177	153,490
Payments on Senior Credit Facility	0	(18,109)
Payments on Securitization Notes and Conduit Facility	(175,675)	(126,276)
Payments on notes payable	(7,318)	(6,849)
Payments of debt issuance costs	(2,208)	(2,350)
Excess Tax Benefit from Share-based Compensation, Financing Activities	0	375
Payments for Repurchase of Common Stock	0	(74,126)
Proceeds from exercise of stock options	196	2,205
Payments for Derivative Instrument, Financing Activities	0	(316)
Net cash provided by financing activities	(22,118)	(71,053)
Net decrease in cash and cash equivalents	(61,117)	(6,263)
Effect of changes in exchange rates on cash and cash equivalents	(552)	(3)
Cash and cash equivalents, beginning of period	290,510	255,042
Cash and cash equivalents, end of period	228,841	248,776
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for taxes, net of tax refunds	20,229	486
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Insurance premiums financed through issuance of notes payable	11,180	8,492
Unsold Vacation Interests reclassified to assets held for sale	7,910	0
Unsold vacation interests reclassified to property plant and equipment	5,769	0
Assets to be disposed off but not actively marketed (prepaid expenses and other assets) reclassified to assets held for sale	232	0
Assets held for sale reclassified to property and equipment	45	0
Assets held for sale reclassified to unsold vacation interests	0	12,982
Corporate Debt Securities [Member]
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash interest paid on corporate indebtedness	16,145	12,163
Securitization notes and funding facilities [Member]
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash interest paid on corporate indebtedness	9,810	8,092
Intrawest Acquisition [Member]
Investing activities:
Payments to Acquire Businesses, Net of Cash Acquired	(84,613)	0
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Fair Value of Assets Acquired	80,382	0
Goodwill, Acquired During Period	22,857	0
Payments to Acquire Businesses, Gross	(84,613)	0
Increase (Decrease) in Deferred Liabilities	(4,419)	0
Liabilities Assumed	14,207	$ 0
Additional Paid-in Capital [Member]
Operating Activities:
Net income (loss)	$ 0

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Assets [Abstract]
Cash and cash equivalents	$ 228,841	$ 290,510
Cash in escrow and restricted cash	76,555	98,295
Vacation Interests notes receivable, net of allowance of $173,040 and $165,331, respectively	672,828	622,607
Due from related parties, net	32,686	42,435
Other receivables, net	31,848	55,786
Income tax receivable	6,577	147
Deferred Tax Assets, Net, Noncurrent	992	1,104
Prepaid expenses and other assets, net	158,494	76,454
Unsold Vacation Interests, net	405,557	382,441
Property and equipment, net	105,975	95,361
Assets Held-for-sale, Not Part of Disposal Group	8,931	1,672
Goodwill	127,874	104,521
Intangible assets, net	239,848	222,190
Total assets	2,097,006	1,993,523
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable	25,000	15,144
Due to related parties, net	100,264	54,778
Accrued liabilities	229,043	221,919
Income taxes payable	457	360
Deferred income taxes	117,587	102,036
Deferred revenues	106,871	119,720
Senior Credit Facility, net of unamortized original issue discount of $4,360 and $4,735, respectively, and debt issuance cost of $10,858 and $11,515, respectively	559,448	558,416
Securitization notes and Funding Facilities, net of unamortized original issue discount of $83 and $103, respectively, and debt issuance costs of $11,026 and $12,678, respectively	597,326	630,080
Derivative Liability, Fair Value, Gross Liability	90	146
Notes payable	8,612	4,750
Total liabilities	1,744,698	1,707,349
Stockholders' equity:
Common stock $0.01 par value per share; authorized - 250,000,000 shares, issued - 69,742,698 shares and 71,928,002 shares, respectively	697	719
Preferred Stock $0.01 par value per share; authorized 5,000,000 shares	0	0
Additional paid-in capital	329,913	381,475
Accumulated deficit	42,858	(15,812)
Accumulated other comprehensive loss	(21,160)	(20,151)
Stockholders' Equity before Treasury Stock	352,308	346,231
Treasury Stock at cost; zero and 2,222,383 shares	0	(60,057)
Total stockholders' equity	352,308	286,174
Total liabilities and stockholders' equity	$ 2,097,006	$ 1,993,523