Consolidating Financial Statements - Guarantor and Non-guarantor Subsidiaries (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 |
Consolidating Financial Statements Guarantor and Non-Guarantor [Abstract] | ' | ' |
Consolidating financial statements parent guarantor nonguarantor [Text Block] | ' | ' |
The following consolidating financial statements present, on a supplemental basis, the financial position, results of operations, and statements of cash flow for (i) those subsidiaries of the Company which have been designated "Non-guarantor Subsidiaries" for purposes of the Notes Indenture; and (ii) the Company and all of its other subsidiaries. Please see Exhibit 21.1 for a list of the Company's guarantor subsidiaries as of December 31, 2013. The Company's non-guarantor subsidiaries include | Consolidating Financial Statements - Guarantor and Non-guarantor |
its European subsidiaries, special-purpose subsidiaries and a wholly-owned captive insurance entity. For purposes of the Notes Indenture, the financial position, results of operations, and statements of cash flows of the Company's non-guarantor 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 readers of this annual report. | The following consolidating financial statements present, on a supplemental basis, the financial position, results of operations, and statements of cash flow for (i) those subsidiaries of the Company which have been designated "Non-guarantor Subsidiaries" for purposes of the Notes Indenture; and (ii) the Company and all of its other subsidiaries. Please see Exhibit 21.1 for a list of the Company's guarantor subsidiaries as of December 31, 2013. The Company's non-guarantor subsidiaries include |
| its European subsidiaries, special-purpose subsidiaries and a wholly-owned captive insurance entity. For purposes of the Notes Indenture, the financial position, results of operations, and statements of cash flows of the Company's non-guarantor 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 readers of this annual report. |
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CONSOLIDATING BALANCE SHEET | |
31-Dec-13 | CONSOLIDATING BALANCE SHEET |
(In thousands) | 31-Dec-13 |
| (In thousands) |
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| | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total | | | | | | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Cash and cash equivalents | | $ | — | | | $ | 12,980 | | | $ | 22,965 | | | $ | — | | | $ | 35,945 | | Assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 12,980 | | | $ | 22,965 | | | $ | — | | | $ | 35,945 | |
Cash in escrow and restricted cash | | — | | | 37,571 | | | 54,660 | | | — | | | 92,231 | |
Cash in escrow and restricted cash | | — | | | 37,571 | | | 54,660 | | | — | | | 92,231 | |
Mortgages and contracts receivable, net of allowance of $0, $49,002, $56,588, $0 and $105,590, respectively | | — | | | 47,592 | | | 357,861 | | | 1 | | | 405,454 | |
Mortgages and contracts receivable, net of allowance of $0, $49,002, $56,588, $0 and $105,590, respectively | | — | | | 47,592 | | | 357,861 | | | 1 | | | 405,454 | |
Due from related parties, net | | 241,608 | | | 111,595 | | | 45,631 | | | (352,572 | ) | | 46,262 | |
Due from related parties, net | | 241,608 | | | 111,595 | | | 45,631 | | | (352,572 | ) | | 46,262 | |
Other receivables, net | | — | | | 39,152 | | | 15,436 | | | — | | | 54,588 | |
Other receivables, net | | — | | | 39,152 | | | 15,436 | | | — | | | 54,588 | |
Income tax receivable | | — | | | — | | | 16,890 | | | (16,865 | ) | | 25 | |
Income tax receivable | | — | | | — | | | 16,890 | | | (16,865 | ) | | 25 | |
Prepaid expenses and other assets, net | | 554 | | | 38,437 | | | 29,267 | | | — | | | 68,258 | |
Prepaid expenses and other assets, net | | 554 | | | 38,437 | | | 29,267 | | | — | | | 68,258 | |
Investment in subsidiaries | | 82,982 | | | 9,675 | | | — | | | (92,657 | ) | | — | |
Investment in subsidiaries | | 82,982 | | | 9,675 | | | — | | | (92,657 | ) | | — | |
Unsold Vacation Interests, net | | — | | | 231,478 | | | 117,988 | | | (51,356 | ) | | 298,110 | |
Unsold Vacation Interests, net | | — | | | 231,478 | | | 117,988 | | | (51,356 | ) | | 298,110 | |
Property and equipment, net | | — | | | 36,775 | | | 23,621 | | | — | | | 60,396 | |
Property and equipment, net | | — | | | 36,775 | | | 23,621 | | | — | | | 60,396 | |
Assets held for sale | | — | | | — | | | 10,662 | | | — | | | 10,662 | |
Assets held for sale | | — | | | — | | | 10,662 | | | — | | | 10,662 | |
Goodwill | | — | | | 30,632 | | | — | | | — | | | 30,632 | |
Goodwill | | — | | | 30,632 | | | — | | | — | | | 30,632 | |
Other intangible assets, net | | — | | | 75,927 | | | 122,705 | | | — | | | 198,632 | |
Other intangible assets, net | | — | | | 75,927 | | | 122,705 | | | — | | | 198,632 | |
Total assets | | $ | 325,144 | | | $ | 671,814 | | | $ | 817,686 | | | $ | (513,449 | ) | | $ | 1,301,195 | |
Total assets | | $ | 325,144 | | | $ | 671,814 | | | $ | 817,686 | | | $ | (513,449 | ) | | $ | 1,301,195 | |
Liabilities and Stockholders' Equity (Deficit): | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 8,589 | | | $ | 6,040 | | | $ | — | | | $ | 14,629 | | Liabilities and Stockholders' Equity (Deficit): | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 8,589 | | | $ | 6,040 | | | $ | — | | | $ | 14,629 | |
Due to related parties, net | | — | | | 92,573 | | | 304,643 | | | (352,572 | ) | | 44,644 | |
Due to related parties, net | | — | | | 92,573 | | | 304,643 | | | (352,572 | ) | | 44,644 | |
Accrued liabilities | | — | | | 75,620 | | | 41,815 | | | — | | | 117,435 | |
Accrued liabilities | | — | | | 75,620 | | | 41,815 | | | — | | | 117,435 | |
Income taxes payable | | — | | | 66 | | | 1,003 | | | — | | | 1,069 | |
Income taxes payable | | — | | | 66 | | | 1,003 | | | — | | | 1,069 | |
Deferred income taxes | | — | | | 27,874 | | | 11,395 | | | (16,865 | ) | | 22,404 | |
Deferred income taxes | | — | | | 27,874 | | | 11,395 | | | (16,865 | ) | | 22,404 | |
Deferred revenues | | — | | | 88,921 | | | 21,971 | | | — | | | 110,892 | |
Deferred revenues | | — | | | 88,921 | | | 21,971 | | | — | | | 110,892 | |
Senior Secured Notes, net of unamortized original issue discount of $0, $6,548, $0, $0 and $6,548, respectively | | — | | | 367,892 | | | — | | | — | | | 367,892 | |
Senior Secured Notes, net of unamortized original issue discount of $0, $6,548, $0, $0 and $6,548, respectively | | — | | | 367,892 | | | — | | | — | | | 367,892 | |
Securitization notes and Funding Facilities, net of unamortized original issue discount of $0, $0, $226, $0 and $226, respectively | | — | | | — | | | 391,267 | | | — | | | 391,267 | |
Securitization notes and Funding Facilities, net of unamortized original issue discount of $0, $0, $226, $0 and $226, respectively | | — | | | — | | | 391,267 | | | — | | | 391,267 | |
Notes payable | | — | | | 3,288 | | | 19,862 | | | — | | | 23,150 | |
Notes payable | | — | | | 3,288 | | | 19,862 | | | — | | | 23,150 | |
Total liabilities | | — | | | 664,823 | | | 797,996 | | | (369,437 | ) | | 1,093,382 | |
Total liabilities | | — | | | 664,823 | | | 797,996 | | | (369,437 | ) | | 1,093,382 | |
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Stockholders' equity: | | | | | | | | | | | | | | | | | | | | | |
Common stock | | 755 | | | — | | | — | | | — | | | 755 | | Stockholders' equity: | | | | | | | | | | |
Common stock | | 755 | | | — | | | — | | | — | | | 755 | |
Additional paid-in capital | | 393,646 | | | 140,056 | | | 22,149 | | | (92,657 | ) | | 463,194 | |
Additional paid-in capital | | 393,646 | | | 140,056 | | | 22,149 | | | (92,657 | ) | | 463,194 | |
Accumulated deficit | | (69,257 | ) | | (112,302 | ) | | (7,045 | ) | | (51,355 | ) | | (239,959 | ) |
Accumulated other comprehensive (loss) income | | — | | | (20,763 | ) | | 4,586 | | | — | | | (16,177 | ) | Accumulated deficit | | (69,257 | ) | | (112,302 | ) | | (7,045 | ) | | (51,355 | ) | | (239,959 | ) |
Accumulated other comprehensive (loss) income | | — | | | (20,763 | ) | | 4,586 | | | — | | | (16,177 | ) |
Total stockholders' equity (deficit) | | 325,144 | | | 6,991 | | | 19,690 | | | (144,012 | ) | | 207,813 | |
Total stockholders' equity (deficit) | | 325,144 | | | 6,991 | | | 19,690 | | | (144,012 | ) | | 207,813 | |
Total liabilities and stockholders' equity (deficit) | | $ | 325,144 | | | $ | 671,814 | | | $ | 817,686 | | | $ | (513,449 | ) | | $ | 1,301,195 | |
Total liabilities and stockholders' equity (deficit) | | $ | 325,144 | | | $ | 671,814 | | | $ | 817,686 | | | $ | (513,449 | ) | | $ | 1,301,195 | |
CONSOLIDATING STATEMENT OF OPERATIONS |
For the Year Ended December 31, 2013 | CONSOLIDATING STATEMENT OF OPERATIONS |
(In thousands) | For the Year Ended December 31, 2013 |
| (In thousands) |
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| | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total | | | | | | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Management and member services | | $ | — | | | $ | 105,307 | | | $ | 43,667 | | | $ | (17,736 | ) | | $ | 131,238 | | Revenues: | | | | | | | | | | |
Management and member services | | $ | — | | | $ | 105,307 | | | $ | 43,667 | | | $ | (17,736 | ) | | $ | 131,238 | |
Consolidated resort operations | | — | | | 27,908 | | | 7,604 | | | — | | | 35,512 | |
Consolidated resort operations | | — | | | 27,908 | | | 7,604 | | | — | | | 35,512 | |
Vacation Interest sales, net of provision of $0, $43,347, $1,323, $0 and $44,670, respectively | | — | | | 382,554 | | | 82,059 | | | — | | | 464,613 | |
Vacation Interest sales, net of provision of $0, $43,347, $1,323, $0 and $44,670, respectively | | — | | | 382,554 | | | 82,059 | | | — | | | 464,613 | |
Interest | | — | | | (2,002 | ) | | 59,076 | | | (30 | ) | | 57,044 | |
Interest | | — | | | (2,002 | ) | | 59,076 | | | (30 | ) | | 57,044 | |
Other | | — | | | 46,300 | | | 52,460 | | | (57,379 | ) | | 41,381 | |
Other | | — | | | 46,300 | | | 52,460 | | | (57,379 | ) | | 41,381 | |
Total revenues | | — | | | 560,067 | | | 244,866 | | | (75,145 | ) | | 729,788 | |
Total revenues | | — | | | 560,067 | | | 244,866 | | | (75,145 | ) | | 729,788 | |
Costs and Expenses: | | | | | | | | | | |
Management and member services | | — | | | 35,657 | | | 16,422 | | | (14,172 | ) | | 37,907 | | Costs and Expenses: | | | | | | | | | | |
Management and member services | | — | | | 35,657 | | | 16,422 | | | (14,172 | ) | | 37,907 | |
Consolidated resort operations | | — | | | 27,885 | | | 6,448 | | | — | | | 34,333 | |
Consolidated resort operations | | — | | | 27,885 | | | 6,448 | | | — | | | 34,333 | |
Vacation Interest cost of sales | | — | | | 51,679 | | | 5,016 | | | — | | | 56,695 | |
Vacation Interest cost of sales | | — | | | 51,679 | | | 5,016 | | | — | | | 56,695 | |
Advertising, sales and marketing | | — | | | 209,654 | | | 52,299 | | | (3,502 | ) | | 258,451 | |
Advertising, sales and marketing | | — | | | 209,654 | | | 52,299 | | | (3,502 | ) | | 258,451 | |
Vacation Interest carrying cost, net | | — | | | 19,476 | | | 25,927 | | | (4,056 | ) | | 41,347 | |
Vacation Interest carrying cost, net | | — | | | 19,476 | | | 25,927 | | | (4,056 | ) | | 41,347 | |
Loan portfolio | | — | | | 8,429 | | | 11,284 | | | (10,082 | ) | | 9,631 | |
Loan portfolio | | — | | | 8,429 | | | 11,284 | | | (10,082 | ) | | 9,631 | |
Other operating | | — | | | 12,011 | | | 14,266 | | | (14,171 | ) | | 12,106 | |
Other operating | | — | | | 12,011 | | | 14,266 | | | (14,171 | ) | | 12,106 | |
General and administrative | | 581 | | | 119,786 | | | 25,559 | | | (1 | ) | | 145,925 | |
General and administrative | | 581 | | | 119,786 | | | 25,559 | | | (1 | ) | | 145,925 | |
Depreciation and amortization | | — | | | 11,380 | | | 16,805 | | | — | | | 28,185 | |
Depreciation and amortization | | — | | | 11,380 | | | 16,805 | | | — | | | 28,185 | |
Interest expense | | — | | | 42,369 | | | 46,287 | | | (30 | ) | | 88,626 | |
Interest expense | | — | | | 42,369 | | | 46,287 | | | (30 | ) | | 88,626 | |
Loss on extinguishment of debt | | — | | | 8,462 | | | 7,142 | | | — | | | 15,604 | |
Loss on extinguishment of debt | | — | | | 8,462 | | | 7,142 | | | — | | | 15,604 | |
Impairments and other write-offs | | — | | | — | | | 1,587 | | | — | | | 1,587 | |
Impairments and other write-offs | | — | | | — | | | 1,587 | | | — | | | 1,587 | |
Loss (gain on) disposal of assets | | — | | | 95 | | | (1,077 | ) | | — | | | (982 | ) |
Loss (gain on) disposal of assets | | — | | | 95 | | | (1,077 | ) | | — | | | (982 | ) |
Gain on bargain purchase from business combinations | | — | | | — | | | (2,879 | ) | | — | | | (2,879 | ) |
Gain on bargain purchase from business combinations | | — | | | — | | | (2,879 | ) | | — | | | (2,879 | ) |
Total costs and expenses | | 581 | | | 546,883 | | | 225,086 | | | (46,014 | ) | | 726,536 | |
Total costs and expenses | | 581 | | | 546,883 | | | 225,086 | | | (46,014 | ) | | 726,536 | |
(Loss) income before provision for income taxes | | (581 | ) | | 13,184 | | | 19,780 | | | (29,131 | ) | | 3,252 | |
(Loss) income before provision for income taxes | | (581 | ) | | 13,184 | | | 19,780 | | | (29,131 | ) | | 3,252 | |
Provision for income taxes | | — | | | 2,423 | | | 3,354 | | | — | | | 5,777 | |
Provision for income taxes | | — | | | 2,423 | | | 3,354 | | | — | | | 5,777 | |
Net (loss) income | | $ | (581 | ) | | $ | 10,761 | | | $ | 16,426 | | | $ | (29,131 | ) | | $ | (2,525 | ) |
Net (loss) income | | $ | (581 | ) | | $ | 10,761 | | | $ | 16,426 | | | $ | (29,131 | ) | | $ | (2,525 | ) |
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CONSOLIDATING STATEMENT OF CASH FLOWS | |
For the Year Ended December 31, 2013 | CONSOLIDATING STATEMENT OF CASH FLOWS |
(In thousands) | For the Year Ended December 31, 2013 |
| (In thousands) |
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| | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total | | | | | | | | | | | | | | | | | | | | | |
Operating activities: | | | | | | | | | | | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Net (loss) income | | $ | (581 | ) | | $ | 10,761 | | | $ | 16,426 | | | $ | (29,131 | ) | | $ | (2,525 | ) | Operating activities: | | | | | | | | | | |
Net (loss) income | | $ | (581 | ) | | $ | 10,761 | | | $ | 16,426 | | | $ | (29,131 | ) | | $ | (2,525 | ) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | | | |
Provision for uncollectible Vacation Interest sales revenue | | — | | | 43,347 | | | 1,323 | | | — | | | 44,670 | | Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | | | |
Provision for uncollectible Vacation Interest sales revenue | | — | | | 43,347 | | | 1,323 | | | — | | | 44,670 | |
Amortization of capitalized financing costs and original issue discounts | | — | | | 2,793 | | | 4,286 | | | — | | | 7,079 | |
Amortization of capitalized financing costs and original issue discounts | | — | | | 2,793 | | | 4,286 | | | — | | | 7,079 | |
Amortization of capitalized loan origination costs and net portfolio discounts | | — | | | 5,391 | | | 564 | | | — | | | 5,955 | |
Amortization of capitalized loan origination costs and net portfolio discounts | | — | | | 5,391 | | | 564 | | | — | | | 5,955 | |
Depreciation and amortization | | — | | | 11,380 | | | 16,805 | | | — | | | 28,185 | |
Depreciation and amortization | | — | | | 11,380 | | | 16,805 | | | — | | | 28,185 | |
Stock-based compensation | | — | | | 40,533 | | | — | | | — | | | 40,533 | |
Stock-based compensation | | — | | | 40,533 | | | — | | | — | | | 40,533 | |
Non-cash settlement expense related to Alter Ego Suit | | — | | | — | | | 6,025 | | | (517 | ) | | 5,508 | |
Non-cash settlement expense related to Alter Ego Suit | | — | | | — | | | 6,025 | | | (517 | ) | | 5,508 | |
Non-cash expense related to debt extinguishment | | — | | | 2,394 | | | 5,108 | | | — | | | 7,502 | |
Non-cash expense related to debt extinguishment | | — | | | 2,394 | | | 5,108 | | | — | | | 7,502 | |
Impairments and other write-offs | | — | | | — | | | 1,587 | | | — | | | 1,587 | |
Impairments and other write-offs | | — | | | — | | | 1,587 | | | — | | | 1,587 | |
Loss (gain) on disposal of assets | | — | | | 95 | | | (1,077 | ) | | — | | | (982 | ) |
Loss (gain) on disposal of assets | | — | | | 95 | | | (1,077 | ) | | — | | | (982 | ) |
Gain on bargain purchase from business combinations | | — | | | — | | | (2,879 | ) | | — | | | (2,879 | ) |
Gain on bargain purchase from business combinations | | — | | | — | | | (2,879 | ) | | — | | | (2,879 | ) |
Deferred income taxes | | — | | | 10,471 | | | 9,658 | | | (16,865 | ) | | 3,264 | |
Deferred income taxes | | — | | | 10,471 | | | 9,658 | | | (16,865 | ) | | 3,264 | |
Loss on foreign currency exchange | | — | | | — | | | 245 | | | — | | | 245 | |
Loss on foreign currency exchange | | — | | | — | | | 245 | | | — | | | 245 | |
Loss (gain) on mortgage repurchase | | — | | | 7 | | | (118 | ) | | — | | | (111 | ) |
Loss (gain) on mortgage repurchase | | — | | | 7 | | | (118 | ) | | — | | | (111 | ) |
Unrealized loss on post-retirement benefit plan | | — | | | 887 | | | — | | | — | | | 887 | |
Unrealized loss on post-retirement benefit plan | | — | | | 887 | | | — | | | — | | | 887 | |
Changes in operating assets and liabilities excluding acquisitions: | | | | | | | | | | |
Mortgages and contracts receivable | | — | | | (48,811 | ) | | (80,018 | ) | | (5 | ) | | (128,834 | ) | Changes in operating assets and liabilities excluding acquisitions: | | | | | | | | | | |
Mortgages and contracts receivable | | — | | | (48,811 | ) | | (80,018 | ) | | (5 | ) | | (128,834 | ) |
Due from related parties, net | | (193,833 | ) | | 203 | | | (18,495 | ) | | 199,901 | | | (12,224 | ) |
Due from related parties, net | | (193,833 | ) | | 203 | | | (18,495 | ) | | 199,901 | | | (12,224 | ) |
Other receivables, net | | — | | | (6,547 | ) | | 639 | | | — | | | (5,908 | ) |
Other receivables, net | | — | | | (6,547 | ) | | 639 | | | — | | | (5,908 | ) |
Prepaid expenses and other assets, net | | (138 | ) | | 1,289 | | | (7,671 | ) | | — | | | (6,520 | ) |
Prepaid expenses and other assets, net | | (138 | ) | | 1,289 | | | (7,671 | ) | | — | | | (6,520 | ) |
Unsold Vacation Interests, net | | — | | | (6,664 | ) | | (15,638 | ) | | 29,095 | | | 6,793 | |
Unsold Vacation Interests, net | | — | | | (6,664 | ) | | (15,638 | ) | | 29,095 | | | 6,793 | |
Accounts payable | | — | | | (5,673 | ) | | (758 | ) | | — | | | (6,431 | ) |
Accounts payable | | — | | | (5,673 | ) | | (758 | ) | | — | | | (6,431 | ) |
Due to related parties, net | | 26 | | | 31,154 | | | 147,947 | | | (199,901 | ) | | (20,774 | ) |
Due to related parties, net | | 26 | | | 31,154 | | | 147,947 | | | (199,901 | ) | | (20,774 | ) |
Accrued liabilities | | — | | | (1,942 | ) | | 15,052 | | | 558 | | | 13,668 | |
Accrued liabilities | | — | | | (1,942 | ) | | 15,052 | | | 558 | | | 13,668 | |
Income taxes payable | | — | | | 968 | | | (16,573 | ) | | 16,865 | | | 1,260 | |
Income taxes payable | | — | | | 968 | | | (16,573 | ) | | 16,865 | | | 1,260 | |
Deferred revenues | | — | | | 7,127 | | | 7,516 | | | — | | | 14,643 | |
Deferred revenues | | — | | | 7,127 | | | 7,516 | | | — | | | 14,643 | |
Net cash (used in) provided by operating activities | | $ | (194,526 | ) | | $ | 99,163 | | | $ | 89,954 | | | $ | — | | | $ | (5,409 | ) |
Net cash (used in) provided by operating activities | | $ | (194,526 | ) | | $ | 99,163 | | | $ | 89,954 | | | $ | — | | | $ | (5,409 | ) |
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CONSOLIDATING STATEMENT OF CASH FLOWS —Continued | |
For the Year Ended December 31, 2013 | CONSOLIDATING STATEMENT OF CASH FLOWS —Continued |
(In thousands) | For the Year Ended December 31, 2013 |
| (In thousands) |
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| | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total | | | | | | | | | | | | | | | | | | | | | |
Subsidiaries | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
Investing activities: | | | | | | | | | | | Subsidiaries |
Property and equipment capital expenditures | | $ | — | | | $ | (14,071 | ) | | $ | (1,133 | ) | | $ | — | | | $ | (15,204 | ) | Investing activities: | | | | | | | | | | |
Property and equipment capital expenditures | | $ | — | | | $ | (14,071 | ) | | $ | (1,133 | ) | | $ | — | | | $ | (15,204 | ) |
Cash acquired in connection with the Island One Acquisition | | — | | | 569 | | | — | | | — | | | 569 | |
Cash acquired in connection with the Island One Acquisition | | — | | | 569 | | | — | | | — | | | 569 | |
Purchase of assets in connection with the PMR Service Companies Acquisition, net of $0, $0, $0 and $0 cash acquired, respectively | | — | | | — | | | (47,417 | ) | | — | | | (47,417 | ) |
Purchase of assets in connection with the PMR Service Companies Acquisition, net of $0, $0, $0 and $0 cash acquired, respectively | | — | | | — | | | (47,417 | ) | | — | | | (47,417 | ) |
Proceeds from sale of assets | | — | | | 475 | | | 3,652 | | | — | | | 4,127 | |
Proceeds from sale of assets | | — | | | 475 | | | 3,652 | | | — | | | 4,127 | |
Net cash used in investing activities | | — | | | (13,027 | ) | | (44,898 | ) | | — | | | (57,925 | ) |
Net cash used in investing activities | | — | | | (13,027 | ) | | (44,898 | ) | | — | | | (57,925 | ) |
Financing activities: | | | | | | | | | | |
Changes in cash in escrow and restricted cash | | — | | | (12,679 | ) | | (36,046 | ) | | — | | | (48,725 | ) | Financing activities: | | | | | | | | | | |
Changes in cash in escrow and restricted cash | | — | | | (12,679 | ) | | (36,046 | ) | | — | | | (48,725 | ) |
Proceeds from issuance of revolving credit facility | | — | | | 15,000 | | | — | | | — | | | 15,000 | |
Proceeds from issuance of revolving credit facility | | — | | | 15,000 | | | — | | | — | | | 15,000 | |
Proceeds from issuance of securitization notes and Funding Facilities | | — | | | — | | | 552,677 | | | — | | | 552,677 | |
Proceeds from issuance of securitization notes and Funding Facilities | | — | | | — | | | 552,677 | | | — | | | 552,677 | |
Proceeds from issuance of notes payable | | — | | | — | | | 5,357 | | | — | | | 5,357 | |
Proceeds from issuance of notes payable | | — | | | — | | | 5,357 | | | — | | | 5,357 | |
Payments on Revolving Credit Facility | | — | | | (15,000 | ) | | — | | | — | | | (15,000 | ) |
Payments on Revolving Credit Facility | | — | | | (15,000 | ) | | — | | | — | | | (15,000 | ) |
Payments on securitization notes and Funding Facilities | | — | | | (4,657 | ) | | (422,815 | ) | | — | | | (427,472 | ) |
Payments on securitization notes and Funding Facilities | | — | | | (4,657 | ) | | (422,815 | ) | | — | | | (427,472 | ) |
Payments on senior secured notes | | — | | | (50,560 | ) | | — | | | — | | | (50,560 | ) |
Payments on senior secured notes | | — | | | (50,560 | ) | | — | | | — | | | (50,560 | ) |
Payments on notes payable | | — | | | (12,106 | ) | | (125,116 | ) | | — | | | (137,222 | ) |
Payments on notes payable | | — | | | (12,106 | ) | | (125,116 | ) | | — | | | (137,222 | ) |
Payments of debt issuance costs | | — | | | (1,086 | ) | | (8,910 | ) | | — | | | (9,996 | ) |
Payments of debt issuance costs | | — | | | (1,086 | ) | | (8,910 | ) | | — | | | (9,996 | ) |
Proceeds from issuance of common stock, net of related costs | | 204,332 | | | — | | | — | | | — | | | 204,332 | |
Proceeds from issuance of common stock, net of related costs | | 204,332 | | | — | | | — | | | — | | | 204,332 | |
Repurchase of a portion of outstanding warrants | | (10,346 | ) | | — | | | — | | | — | | | (10,346 | ) |
Repurchase of a portion of outstanding warrants | | (10,346 | ) | | — | | | — | | | — | | | (10,346 | ) |
Net cash provided by (used in) financing activities | | 193,986 | | | (81,088 | ) | | (34,853 | ) | | — | | | 78,045 | |
Net cash provided by (used in) financing activities | | 193,986 | | | (81,088 | ) | | (34,853 | ) | | — | | | 78,045 | |
Net (decrease) increase in cash and cash equivalents | | (540 | ) | | 5,048 | | | 10,203 | | | — | | | 14,711 | |
Net (decrease) increase in cash and cash equivalents | | (540 | ) | | 5,048 | | | 10,203 | | | — | | | 14,711 | |
Effect of changes in exchange rates on cash and cash equivalents | | — | | | — | | | 173 | | | — | | | 173 | |
Effect of changes in exchange rates on cash and cash equivalents | | — | | | — | | | 173 | | | — | | | 173 | |
Cash and cash equivalents, beginning of period | | 540 | | | 7,932 | | | 12,589 | | | — | | | 21,061 | |
Cash and cash equivalents, beginning of period | | 540 | | | 7,932 | | | 12,589 | | | — | | | 21,061 | |
Cash and cash equivalents, end of period | | $ | — | | | $ | 12,980 | | | $ | 22,965 | | | $ | — | | | $ | 35,945 | |
Cash and cash equivalents, end of period | | $ | — | | | $ | 12,980 | | | $ | 22,965 | | | $ | — | | | $ | 35,945 | |
| | | | | | | | | | |
| | | | | | | | | | | |
CONSOLIDATING STATEMENT OF CASH FLOWS —Continued | |
For the Year Ended December 31, 2013 | CONSOLIDATING STATEMENT OF CASH FLOWS —Continued |
(In thousands) | For the Year Ended December 31, 2013 |
| (In thousands) |
| |
| | | | | | | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total | | | | | | | | | | | | | | | | | | | | | |
Subsidiaries | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | | | | Subsidiaries |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | | | |
Cash paid for interest | | $ | — | | | $ | 46,108 | | | $ | 33,445 | | | $ | — | | | $ | 79,553 | |
Cash paid for interest | | $ | — | | | $ | 46,108 | | | $ | 33,445 | | | $ | — | | | $ | 79,553 | |
(Cash tax refunds, net of cash paid for taxes) cash paid for taxes, net of cash tax refunds | | $ | — | | | $ | (831 | ) | | $ | 2,172 | | | $ | — | | | $ | 1,341 | |
(Cash tax refunds, net of cash paid for taxes) cash paid for taxes, net of cash tax refunds | | $ | — | | | $ | (831 | ) | | $ | 2,172 | | | $ | — | | | $ | 1,341 | |
Purchase of assets in connection with the Island One Acquisition and the PMR Service Companies Acquisition: | | | | | | | | | | |
Fair value of assets acquired based on valuation reports | | $ | — | | | $ | 81,281 | | | $ | 52,554 | | | $ | — | | | $ | 133,835 | | Purchase of assets in connection with the Island One Acquisition and the PMR Service Companies Acquisition: | | | | | | | | | | |
Fair value of assets acquired based on valuation reports | | $ | — | | | $ | 81,281 | | | $ | 52,554 | | | $ | — | | | $ | 133,835 | |
Goodwill acquired | | — | | | 30,632 | | | | | | — | | | 30,632 | |
Goodwill acquired | | — | | | 30,632 | | | | | | — | | | 30,632 | |
Cash paid | | — | | | 569 | | | (47,417 | ) | | — | | | (46,848 | ) |
Cash paid | | — | | | 569 | | | (47,417 | ) | | — | | | (46,848 | ) |
DRII common stock issued | | — | | | (73,307 | ) | | — | | | — | | | (73,307 | ) |
DRII common stock issued | | — | | | (73,307 | ) | | — | | | — | | | (73,307 | ) |
Gain on bargain purchase recognized | | — | | | — | | | (2,879 | ) | | — | | | (2,879 | ) |
Gain on bargain purchase recognized | | — | | | — | | | (2,879 | ) | | — | | | (2,879 | ) |
Deferred tax liability | | — | | | (17,403 | ) | | (1,737 | ) | | — | | | (19,140 | ) |
Deferred tax liability | | — | | | (17,403 | ) | | (1,737 | ) | | — | | | (19,140 | ) |
Liabilities assumed | | $ | — | | | $ | 21,772 | | | $ | 521 | | | $ | — | | | $ | 22,293 | |
Liabilities assumed | | $ | — | | | $ | 21,772 | | | $ | 521 | | | $ | — | | | $ | 22,293 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | |
Insurance premiums financed through issuance of notes payable | | $ | — | | | $ | 11,480 | | | $ | — | | | $ | — | | | $ | 11,480 | | SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | |
Insurance premiums financed through issuance of notes payable | | $ | — | | | $ | 11,480 | | | $ | — | | | $ | — | | | $ | 11,480 | |
Unsold Vacation Interests, net, reclassified to assets held for sale | | $ | — | | | $ | — | | | $ | 9,771 | | | $ | — | | | $ | 9,771 | |
Unsold Vacation Interests, net, reclassified to assets held for sale | | $ | — | | | $ | — | | | $ | 9,771 | | | $ | — | | | $ | 9,771 | |
|
CONSOLIDATING BALANCE SHEET | |
31-Dec-12 | CONSOLIDATING BALANCE SHEET |
(In thousands) | 31-Dec-12 |
| (In thousands) |
| |
| | | | | | | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total | | | | | | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Cash and cash equivalents | | $ | 540 | | | $ | 7,932 | | | $ | 12,589 | | | $ | — | | | $ | 21,061 | | Assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 540 | | | $ | 7,932 | | | $ | 12,589 | | | $ | — | | | $ | 21,061 | |
Cash in escrow and restricted cash | | — | | | 23,736 | | | 18,575 | | | — | | | 42,311 | |
Cash in escrow and restricted cash | | — | | | 23,736 | | | 18,575 | | | — | | | 42,311 | |
Mortgages and contracts receivable, net of allowance of $0, $5,814, $77,970, $0 and $83,784, respectively | | — | | | 33,373 | | | 279,563 | | | (4 | ) | | 312,932 | |
Mortgages and contracts receivable, net of allowance of $0, $5,814, $77,970, $0 and $83,784, respectively | | — | | | 33,373 | | | 279,563 | | | (4 | ) | | 312,932 | |
Due from related parties, net | | 6,687 | | | 139,720 | | | 27,083 | | | (150,495 | ) | | 22,995 | |
Due from related parties, net | | 6,687 | | | 139,720 | | | 27,083 | | | (150,495 | ) | | 22,995 | |
Other receivables, net | | — | | | 30,384 | | | 15,665 | | | — | | | 46,049 | |
Other receivables, net | | — | | | 30,384 | | | 15,665 | | | — | | | 46,049 | |
Income tax receivable | | — | | | 902 | | | 25 | | | — | | | 927 | |
Income tax receivable | | — | | | 902 | | | 25 | | | — | | | 927 | |
Prepaid expenses and other assets, net | | 416 | | | 36,111 | | | 21,497 | | | — | | | 58,024 | |
Prepaid expenses and other assets, net | | 416 | | | 36,111 | | | 21,497 | | | — | | | 58,024 | |
Investment in subsidiaries | | 14,182 | | | 9,675 | | | — | | | (23,857 | ) | | — | |
Investment in subsidiaries | | 14,182 | | | 9,675 | | | — | | | (23,857 | ) | | — | |
Unsold Vacation Interests, net | | — | | | 220,499 | | | 117,629 | | | (22,261 | ) | | 315,867 | |
Unsold Vacation Interests, net | | — | | | 220,499 | | | 117,629 | | | (22,261 | ) | | 315,867 | |
Property and equipment, net | | — | | | 29,510 | | | 25,610 | | | — | | | 55,120 | |
Property and equipment, net | | — | | | 29,510 | | | 25,610 | | | — | | | 55,120 | |
Assets held for sale | | — | | | — | | | 5,224 | | | — | | | 5,224 | |
Assets held for sale | | — | | | — | | | 5,224 | | | — | | | 5,224 | |
Other intangible assets, net | | — | | | 27,569 | | | 84,929 | | | — | | | 112,498 | |
Other intangible assets, net | | — | | | 27,569 | | | 84,929 | | | — | | | 112,498 | |
Total assets | | $ | 21,825 | | | $ | 559,411 | | | $ | 608,389 | | | $ | (196,617 | ) | | $ | 993,008 | |
Total assets | | $ | 21,825 | | | $ | 559,411 | | | $ | 608,389 | | | $ | (196,617 | ) | | $ | 993,008 | |
Liabilities and Stockholders' Equity (Deficit): | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 9,520 | | | $ | 6,199 | | | $ | — | | | $ | 15,719 | | Liabilities and Stockholders' Equity (Deficit): | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 9,520 | | | $ | 6,199 | | | $ | — | | | $ | 15,719 | |
Due to related parties, net | | — | | | 59,496 | | | 155,203 | | | (150,495 | ) | | 64,204 | |
Due to related parties, net | | — | | | 59,496 | | | 155,203 | | | (150,495 | ) | | 64,204 | |
Accrued liabilities | | — | | | 72,396 | | | 35,120 | | | (1,065 | ) | | 106,451 | |
Accrued liabilities | | — | | | 72,396 | | | 35,120 | | | (1,065 | ) | | 106,451 | |
Income taxes payable | | — | | | — | | | 701 | | | — | | | 701 | |
Income taxes payable | | — | | | — | | | 701 | | | — | | | 701 | |
Deferred revenues | | — | | | 79,652 | | | 14,181 | | | — | | | 93,833 | |
Deferred revenues | | — | | | 79,652 | | | 14,181 | | | — | | | 93,833 | |
Senior Secured Notes, net of original issue discount of $0,$8,509, $0, $0 and $8,509, respectively | | — | | | 416,491 | | | — | | | — | | | 416,491 | |
Senior Secured Notes, net of original issue discount of $0,$8,509, $0, $0 and $8,509, respectively | | — | | | 416,491 | | | — | | | — | | | 416,491 | |
Securitization notes and Funding Facilities, net of original issue discount of $0, $0, $753, $0 and $753, respectively | | — | | | — | | | 256,302 | | | — | | | 256,302 | |
Securitization notes and Funding Facilities, net of original issue discount of $0, $0, $753, $0 and $753, respectively | | — | | | — | | | 256,302 | | | — | | | 256,302 | |
Notes payable | | — | | | 3,219 | | | 134,687 | | | — | | | 137,906 | |
Notes payable | | — | | | 3,219 | | | 134,687 | | | — | | | 137,906 | |
Total liabilities | | — | | | 640,774 | | | 602,393 | | | (151,560 | ) | | 1,091,607 | |
Total liabilities | | — | | | 640,774 | | | 602,393 | | | (151,560 | ) | | 1,091,607 | |
| | | | | | | | | | |
Stockholders' equity (deficit): | | | | | | | | | | | | | | | | | | | | | |
Common stock | | 541 | | | — | | | — | | | — | | | 541 | | Stockholders' equity (deficit): | | | | | | | | | | |
Common stock | | 541 | | | — | | | — | | | — | | | 541 | |
Additional paid-in capital | | 89,960 | | | 62,269 | | | 26,655 | | | (23,857 | ) | | 155,027 | |
Additional paid-in capital | | 89,960 | | | 62,269 | | | 26,655 | | | (23,857 | ) | | 155,027 | |
Accumulated deficit | | (68,676 | ) | | (122,030 | ) | | (25,012 | ) | | (21,716 | ) | | (237,434 | ) |
Accumulated other comprehensive (loss) income | | — | | | (21,602 | ) | | 4,353 | | | 516 | | | (16,733 | ) | Accumulated deficit | | (68,676 | ) | | (122,030 | ) | | (25,012 | ) | | (21,716 | ) | | (237,434 | ) |
Accumulated other comprehensive (loss) income | | — | | | (21,602 | ) | | 4,353 | | | 516 | | | (16,733 | ) |
Total stockholders' (deficit) equity | | 21,825 | | | (81,363 | ) | | 5,996 | | | (45,057 | ) | | (98,599 | ) |
Total stockholders' (deficit) equity | | 21,825 | | | (81,363 | ) | | 5,996 | | | (45,057 | ) | | (98,599 | ) |
Total liabilities and stockholders' equity (deficit) | | $ | 21,825 | | | $ | 559,411 | | | $ | 608,389 | | | $ | (196,617 | ) | | $ | 993,008 | |
Total liabilities and stockholders' equity (deficit) | | $ | 21,825 | | | $ | 559,411 | | | $ | 608,389 | | | $ | (196,617 | ) | | $ | 993,008 | |
|
| |
CONSOLIDATING STATEMENT OF OPERATIONS | |
For the Year Ended December 31, 2012 | CONSOLIDATING STATEMENT OF OPERATIONS |
(In thousands) | For the Year Ended December 31, 2012 |
| (In thousands) |
| |
| | | | | | | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total | | | | | | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Management and member services | | $ | — | | | $ | 94,106 | | | $ | 33,115 | | | $ | (12,284 | ) | | $ | 114,937 | | Revenues: | | | | | | | | | | |
Management and member services | | $ | — | | | $ | 94,106 | | | $ | 33,115 | | | $ | (12,284 | ) | | $ | 114,937 | |
Consolidated resort operations | | — | | | 26,519 | | | 7,237 | | | — | | | 33,756 | |
Consolidated resort operations | | — | | | 26,519 | | | 7,237 | | | — | | | 33,756 | |
Vacation interest sales, net of provision (adjustment) of $27,004, $(1,547), $0 and $25,457, respectively | | — | | | 247,969 | | | 45,129 | | | — | | | 293,098 | |
Vacation interest sales, net of provision (adjustment) of $27,004, $(1,547), $0 and $25,457, respectively | | — | | | 247,969 | | | 45,129 | | | — | | | 293,098 | |
Interest | | — | | | 1,834 | | | 53,808 | | | (2,436 | ) | | 53,206 | |
Interest | | — | | | 1,834 | | | 53,808 | | | (2,436 | ) | | 53,206 | |
Other | | — | | | 35,106 | | | 31,628 | | | (38,063 | ) | | 28,671 | |
Other | | — | | | 35,106 | | | 31,628 | | | (38,063 | ) | | 28,671 | |
Total revenues | | — | | | 405,534 | | | 170,917 | | | (52,783 | ) | | 523,668 | |
Total revenues | | — | | | 405,534 | | | 170,917 | | | (52,783 | ) | | 523,668 | |
Costs and Expenses: | | | | | | | | | | |
Management and member services | | — | | | 31,126 | | | 14,481 | | | (10,277 | ) | | 35,330 | | Costs and Expenses: | | | | | | | | | | |
Management and member services | | — | | | 31,126 | | | 14,481 | | | (10,277 | ) | | 35,330 | |
Consolidated resort operations | | — | | | 24,278 | | | 6,033 | | | — | | | 30,311 | |
Consolidated resort operations | | — | | | 24,278 | | | 6,033 | | | — | | | 30,311 | |
Vacation Interest cost of sales | | — | | | 26,362 | | | 5,788 | | | — | | | 32,150 | |
Vacation Interest cost of sales | | — | | | 26,362 | | | 5,788 | | | — | | | 32,150 | |
Advertising, sales and marketing | | — | | | 152,276 | | | 28,042 | | | (1,953 | ) | | 178,365 | |
Advertising, sales and marketing | | — | | | 152,276 | | | 28,042 | | | (1,953 | ) | | 178,365 | |
Vacation Interest carrying cost, net | | — | | | 19,421 | | | 19,506 | | | (2,564 | ) | | 36,363 | |
Vacation Interest carrying cost, net | | — | | | 19,421 | | | 19,506 | | | (2,564 | ) | | 36,363 | |
Loan portfolio | | — | | | 8,280 | | | 10,125 | | | (8,919 | ) | | 9,486 | |
Loan portfolio | | — | | | 8,280 | | | 10,125 | | | (8,919 | ) | | 9,486 | |
Other operating | | — | | | 10,212 | | | 5,863 | | | (7,568 | ) | | 8,507 | |
Other operating | | — | | | 10,212 | | | 5,863 | | | (7,568 | ) | | 8,507 | |
General and administrative | | 67 | | | 61,162 | | | 37,788 | | | (2 | ) | | 99,015 | |
General and administrative | | 67 | | | 61,162 | | | 37,788 | | | (2 | ) | | 99,015 | |
Depreciation and amortization | | — | | | 7,662 | | | 11,195 | | | — | | | 18,857 | |
Depreciation and amortization | | — | | | 7,662 | | | 11,195 | | | — | | | 18,857 | |
Interest expense | | — | | | 44,990 | | | 53,603 | | | (2,436 | ) | | 96,157 | |
Interest expense | | — | | | 44,990 | | | 53,603 | | | (2,436 | ) | | 96,157 | |
Impairments and other write-offs | | — | | | 201 | | | 808 | | | — | | | 1,009 | |
Impairments and other write-offs | | — | | | 201 | | | 808 | | | — | | | 1,009 | |
Loss (gain) on disposal of assets | | — | | | 16 | | | (621 | ) | | — | | | (605 | ) |
Loss (gain) on disposal of assets | | — | | | 16 | | | (621 | ) | | — | | | (605 | ) |
Gain on bargain purchase from business combinations | | — | | | — | | | (20,610 | ) | | — | | | (20,610 | ) |
Gain on bargain purchase from business combinations | | — | | | — | | | (20,610 | ) | | — | | | (20,610 | ) |
Total costs and expenses | | 67 | | | 385,986 | | | 172,001 | | | (33,719 | ) | | 524,335 | |
Total costs and expenses | | 67 | | | 385,986 | | | 172,001 | | | (33,719 | ) | | 524,335 | |
(Loss) income before benefit for income taxes | | (67 | ) | | 19,548 | | | (1,084 | ) | | (19,064 | ) | | (667 | ) |
(Loss) income before benefit for income taxes | | (67 | ) | | 19,548 | | | (1,084 | ) | | (19,064 | ) | | (667 | ) |
Benefit for income taxes | | — | | | (884 | ) | | (13,426 | ) | | — | | | (14,310 | ) |
Benefit for income taxes | | — | | | (884 | ) | | (13,426 | ) | | — | | | (14,310 | ) |
Net (loss) income | | $ | (67 | ) | | $ | 20,432 | | | $ | 12,342 | | | $ | (19,064 | ) | | $ | 13,643 | |
Net (loss) income | | $ | (67 | ) | | $ | 20,432 | | | $ | 12,342 | | | $ | (19,064 | ) | | $ | 13,643 | |
|
CONSOLIDATING STATEMENT OF CASH FLOWS | |
For the Year Ended December 31, 2012 | CONSOLIDATING STATEMENT OF CASH FLOWS |
(In thousands) | For the Year Ended December 31, 2012 |
| (In thousands) |
| | | | | | | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total | | | | | | | | | | | | | | | | | | | | | |
Operating activities: | | | | | | | | | | | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
Net (loss) income | | $ | (67 | ) | | $ | 20,432 | | | $ | 12,342 | | | $ | (19,064 | ) | | $ | 13,643 | | Operating activities: | | | | | | | | | | |
Net (loss) income | | $ | (67 | ) | | $ | 20,432 | | | $ | 12,342 | | | $ | (19,064 | ) | | $ | 13,643 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | |
Provision (adjustment) for uncollectible Vacation Interest sales revenue | | — | | | 27,004 | | | (1,547 | ) | | — | | | 25,457 | | Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | |
Provision (adjustment) for uncollectible Vacation Interest sales revenue | | — | | | 27,004 | | | (1,547 | ) | | — | | | 25,457 | |
Amortization of capitalized financing costs and original issue discounts | | — | | | 2,410 | | | 3,883 | | | — | | | 6,293 | |
Amortization of capitalized financing costs and original issue discounts | | — | | | 2,410 | | | 3,883 | | | — | | | 6,293 | |
Amortization of capitalized loan origination costs and net portfolio discounts (premiums) | | — | | | 3,117 | | | (775 | ) | | — | | | 2,342 | |
Amortization of capitalized loan origination costs and net portfolio discounts (premiums) | | — | | | 3,117 | | | (775 | ) | | — | | | 2,342 | |
Depreciation and amortization | | — | | | 7,662 | | | 11,195 | | | — | | | 18,857 | |
Depreciation and amortization | | — | | | 7,662 | | | 11,195 | | | — | | | 18,857 | |
Stock-based compensation | | — | | | 3,321 | | | — | | | — | | | 3,321 | |
Stock-based compensation | | — | | | 3,321 | | | — | | | — | | | 3,321 | |
Impairments and other write-offs | | — | | | 201 | | | 808 | | | — | | | 1,009 | |
Impairments and other write-offs | | — | | | 201 | | | 808 | | | — | | | 1,009 | |
Loss (gain) on disposal of assets | | — | | | 16 | | | (621 | ) | | — | | | (605 | ) |
Loss (gain) on disposal of assets | | — | | | 16 | | | (621 | ) | | — | | | (605 | ) |
Gain on bargain purchase from business combinations | | — | | | — | | | (20,610 | ) | | — | | | (20,610 | ) |
Gain on bargain purchase from business combinations | | — | | | — | | | (20,610 | ) | | — | | | (20,610 | ) |
Deferred income taxes | | — | | | — | | | (13,010 | ) | | — | | | (13,010 | ) |
Deferred income taxes | | — | | | — | | | (13,010 | ) | | — | | | (13,010 | ) |
Loss on foreign currency exchange | | — | | | — | | | 113 | | | — | | | 113 | |
Loss on foreign currency exchange | | — | | | — | | | 113 | | | — | | | 113 | |
Gain on mortgage repurchase | | — | | | (27 | ) | | — | | | — | | | (27 | ) |
Gain on mortgage repurchase | | — | | | (27 | ) | | — | | | — | | | (27 | ) |
Changes in operating assets and liabilities excluding acquisitions: | | | | | | | | | | |
Mortgages and contracts receivable | | — | | | (56,967 | ) | | 5,252 | | | (1 | ) | | (51,716 | ) | Changes in operating assets and liabilities excluding acquisitions: | | | | | | | | | | |
Mortgages and contracts receivable | | — | | | (56,967 | ) | | 5,252 | | | (1 | ) | | (51,716 | ) |
Due from related parties, net | | 483 | | | (43,623 | ) | | 13,614 | | | 31,404 | | | 1,878 | |
Due from related parties, net | | 483 | | | (43,623 | ) | | 13,614 | | | 31,404 | | | 1,878 | |
Other receivables, net | | — | | | (7,225 | ) | | (121 | ) | | (410 | ) | | (7,756 | ) |
Other receivables, net | | — | | | (7,225 | ) | | (121 | ) | | (410 | ) | | (7,756 | ) |
|
| | | | | | | | | | | | | | | | | | | | | |
Prepaid expenses and other assets, net | | (416 | ) | | (4,096 | ) | | 217 | | | — | | | (4,295 | ) | | | | | | | | | | | | | | | | | | | | | |
Prepaid expenses and other assets, net | | (416 | ) | | (4,096 | ) | | 217 | | | — | | | (4,295 | ) |
Unsold Vacation Interests, net | | — | | | (23,105 | ) | | (19,977 | ) | | 19,057 | | | (24,025 | ) |
Unsold Vacation Interests, net | | — | | | (23,105 | ) | | (19,977 | ) | | 19,057 | | | (24,025 | ) |
Accounts payable | | — | | | 1,755 | | | (2,257 | ) | | — | | | (502 | ) |
Accounts payable | | — | | | 1,755 | | | (2,257 | ) | | — | | | (502 | ) |
Due to related parties, net | | — | | | 57,001 | | | (2,576 | ) | | (31,404 | ) | | 23,021 | |
Due to related parties, net | | — | | | 57,001 | | | (2,576 | ) | | (31,404 | ) | | 23,021 | |
Accrued liabilities | | — | | | 19,201 | | | 12,567 | | | 418 | | | 32,186 | |
Accrued liabilities | | — | | | 19,201 | | | 12,567 | | | 418 | | | 32,186 | |
Income taxes payable | | — | | | (298 | ) | | (2,934 | ) | | — | | | (3,232 | ) |
Income taxes payable | | — | | | (298 | ) | | (2,934 | ) | | — | | | (3,232 | ) |
Deferred revenues | | — | | | 19,891 | | | 2,367 | | | — | | | 22,258 | |
Deferred revenues | | — | | | 19,891 | | | 2,367 | | | — | | | 22,258 | |
Net cash provided by (used in) operating activities | | — | | | 26,670 | | | (2,070 | ) | | — | | | 24,600 | |
Net cash provided by (used in) operating activities | | — | | | 26,670 | | | (2,070 | ) | | — | | | 24,600 | |
Investing activities: | | | | | | | | | | |
Property and equipment capital expenditures | | — | | | (13,671 | ) | | (664 | ) | | — | | | (14,335 | ) | Investing activities: | | | | | | | | | | |
Property and equipment capital expenditures | | — | | | (13,671 | ) | | (664 | ) | | — | | | (14,335 | ) |
Purchase of assets in connection with the PMR Acquisition, net of $0, $0, $0 and $0 cash acquired, respectively | | — | | | — | | | (51,635 | ) | | — | | | (51,635 | ) |
Purchase of assets in connection with the PMR Acquisition, net of $0, $0, $0 and $0 cash acquired, respectively | | — | | | — | | | (51,635 | ) | | — | | | (51,635 | ) |
Purchase of assets in connection with the Aegean Blue Acquisition, net of cash acquired of $0, $2,072, $0 and $2,072, respectively | | — | | | — | | | (4,471 | ) | | — | | | (4,471 | ) |
Purchase of assets in connection with the Aegean Blue Acquisition, net of cash acquired of $0, $2,072, $0 and $2,072, respectively | | — | | | — | | | (4,471 | ) | | — | | | (4,471 | ) |
Proceeds from sale of assets | | — | | | 2 | | | 1,101 | | | — | | | 1,103 | |
Proceeds from sale of assets | | — | | | 2 | | | 1,101 | | | — | | | 1,103 | |
Net cash used in by investing activities | | $ | — | | | $ | (13,669 | ) | | $ | (55,669 | ) | | $ | — | | | $ | (69,338 | ) |
Net cash used in by investing activities | | $ | — | | | $ | (13,669 | ) | | $ | (55,669 | ) | | $ | — | | | $ | (69,338 | ) |
CONSOLIDATING STATEMENT OF CASH FLOWS —Continued |
For the Year Ended December 31, 2012 | CONSOLIDATING STATEMENT OF CASH FLOWS —Continued |
(In thousands) | For the Year Ended December 31, 2012 |
| (In thousands) |
| | | | | | | | | | | | | | | | | | | | | |
| | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total | | | | | | | | | | | | | | | | | | | | | |
Subsidiaries | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
Financing activities: | | | | | | | | | | | Subsidiaries |
Changes in cash in escrow and restricted cash | | $ | — | | | $ | (6,163 | ) | | $ | (218 | ) | | $ | — | | | $ | (6,381 | ) | Financing activities: | | | | | | | | | | |
Changes in cash in escrow and restricted cash | | $ | — | | | $ | (6,163 | ) | | $ | (218 | ) | | $ | — | | | $ | (6,381 | ) |
Proceeds from issuance of securitization notes and Funding Facilities | | — | | | — | | | 119,807 | | | — | | | 119,807 | |
Proceeds from issuance of securitization notes and Funding Facilities | | — | | | — | | | 119,807 | | | — | | | 119,807 | |
Proceeds from issuance of notes payable | | — | | | 1,124 | | | 79,541 | | | — | | | 80,665 | |
Proceeds from issuance of notes payable | | — | | | 1,124 | | | 79,541 | | | — | | | 80,665 | |
Payments on securitization notes and Funding Facilities | | — | | | — | | | (114,701 | ) | | — | | | (114,701 | ) |
Payments on securitization notes and Funding Facilities | | — | | | — | | | (114,701 | ) | | — | | | (114,701 | ) |
Payments on notes payable | | — | | | (10,250 | ) | | (21,017 | ) | | — | | | (31,267 | ) |
Payments on notes payable | | — | | | (10,250 | ) | | (21,017 | ) | | — | | | (31,267 | ) |
Payments of debt issuance costs | | — | | | (76 | ) | | (2,507 | ) | | — | | | (2,583 | ) |
Payments of debt issuance costs | | — | | | (76 | ) | | (2,507 | ) | | — | | | (2,583 | ) |
Net cash (used in) provided financing activities | | — | | | (15,365 | ) | | 60,905 | | | — | | | 45,540 | |
Net cash (used in) provided financing activities | | — | | | (15,365 | ) | | 60,905 | | | — | | | 45,540 | |
Net (decrease) increase in cash and cash equivalents | | — | | | (2,364 | ) | | 3,166 | | | — | | | 802 | |
Net (decrease) increase in cash and cash equivalents | | — | | | (2,364 | ) | | 3,166 | | | — | | | 802 | |
Effect of changes in exchange rates on cash and cash equivalents | | — | | | — | | | 362 | | | — | | | 362 | |
Effect of changes in exchange rates on cash and cash equivalents | | — | | | — | | | 362 | | | — | | | 362 | |
Cash and cash equivalents, beginning of period | | 540 | | | 10,296 | | | 9,061 | | | — | | | 19,897 | |
Cash and cash equivalents, beginning of period | | 540 | | | 10,296 | | | 9,061 | | | — | | | 19,897 | |
Cash and cash equivalents, end of period | | $ | 540 | | | $ | 7,932 | | | $ | 12,589 | | | $ | — | | | $ | 21,061 | |
Cash and cash equivalents, end of period | | $ | 540 | | | $ | 7,932 | | | $ | 12,589 | | | $ | — | | | $ | 21,061 | |
| | | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | | | | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | | | |
Cash paid for interest | | $ | — | | | $ | 50,565 | | | $ | 29,802 | | | $ | — | | | $ | 80,367 | |
Cash paid for interest | | $ | — | | | $ | 50,565 | | | $ | 29,802 | | | $ | — | | | $ | 80,367 | |
Cash paid for taxes, net of cash tax refunds | | $ | — | | | $ | (586 | ) | | $ | 2,546 | | | $ | — | | | $ | 1,960 | |
Cash paid for taxes, net of cash tax refunds | | $ | — | | | $ | (586 | ) | | $ | 2,546 | | | $ | — | | | $ | 1,960 | |
Purchase of assets in connection with PMR Acquisition and the Aegean Blue Acquisition: | | | | | | | | | | |
| Purchase of assets in connection with PMR Acquisition and the Aegean Blue Acquisition: | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Fair value of assets acquired based on a valuation report | | $ | — | | | $ | — | | | $ | 103,780 | | | $ | — | | | $ | 103,780 | | | | | | | | | | | | | | | | | | | | | | |
Fair value of assets acquired based on a valuation report | | $ | — | | | $ | — | | | $ | 103,780 | | | $ | — | | | $ | 103,780 | |
Gain on bargain purchase recognized | | — | | | — | | | (20,741 | ) | | — | | | (20,741 | ) |
Gain on bargain purchase recognized | | — | | | — | | | (20,741 | ) | | — | | | (20,741 | ) |
Cash paid | | — | | | — | | | (56,106 | ) | | — | | | (56,106 | ) |
Cash paid | | — | | | — | | | (56,106 | ) | | — | | | (56,106 | ) |
Deferred tax liability | | — | | | — | | | (13,010 | ) | | — | | | (13,010 | ) |
Deferred tax liability | | — | | | — | | | (13,010 | ) | | — | | | (13,010 | ) |
Liabilities assumed | | $ | — | | | $ | — | | | $ | 13,923 | | | $ | — | | | $ | 13,923 | |
Liabilities assumed | | $ | — | | | $ | — | | | $ | 13,923 | | | $ | — | | | $ | 13,923 | |
| | | | | | | | | | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | | |
Insurance premiums financed through issuance of notes payable | | $ | — | | | $ | 10,504 | | | $ | — | | | $ | — | | | $ | 10,504 | | SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | |
Insurance premiums financed through issuance of notes payable | | $ | — | | | $ | 10,504 | | | $ | — | | | $ | — | | | $ | 10,504 | |
Other receivables, net reclassified to assets held for sale | | $ | — | | | $ | — | | | $ | 54 | | | $ | — | | | $ | 54 | |
Other receivables, net reclassified to assets held for sale | | $ | — | | | $ | — | | | $ | 54 | | | $ | — | | | $ | 54 | |
Management contracts (other intangible assets, net) reclassified to assets held for sale | | $ | — | | | $ | — | | | $ | 13 | | | $ | — | | | $ | 13 | |
Management contracts (other intangible assets, net) reclassified to assets held for sale | | $ | — | | | $ | — | | | $ | 13 | | | $ | — | | | $ | 13 | |
Unsold Vacation Interests reclassified to assets held for sale | | $ | — | | | $ | — | | | $ | 431 | | | $ | — | | | $ | 431 | |
Unsold Vacation Interests reclassified to assets held for sale | | $ | — | | | $ | — | | | $ | 431 | | | $ | — | | | $ | 431 | |
|
| |
| CONSOLIDATING STATEMENT OF OPERATIONS |
| For the Year ended December 31, 2011 |
| (In thousands) |
| |
| | | | | | | | | | | | | | | | | | | | | |
| | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
| Subsidiaries |
| Revenues: | | | | | | | | | | |
| Management and member services | | $ | — | | | $ | 81,407 | | | $ | 23,499 | | | $ | (5,600 | ) | | $ | 99,306 | |
|
| Consolidated resort operations | | — | | | 25,054 | | | 4,839 | | | — | | | 29,893 | |
|
| Vacation Interest sales, net of provision of $0, $15,941, $621, $0 and $16,562, respectively | | — | | | 166,996 | | | 27,762 | | | 1 | | | 194,759 | |
|
| Interest | | — | | | 4,220 | | | 46,083 | | | (3,018 | ) | | 47,285 | |
|
| Other | | — | | | 25,278 | | | 7,494 | | | (12,994 | ) | | 19,778 | |
|
| Total revenues | | — | | | 302,955 | | | 109,677 | | | (21,611 | ) | | 391,021 | |
|
| Costs and Expenses: | | | | | | | | | | |
| Management and member services | | — | | | 18,556 | | | 13,645 | | | (5,076 | ) | | 27,125 | |
|
| Consolidated resort operations | | — | | | 23,642 | | | 4,141 | | | — | | | 27,783 | |
|
| Vacation Interest cost of sales | | — | | | (15,531 | ) | | 5,836 | | | — | | | (9,695 | ) |
|
| Advertising, sales and marketing | | — | | | 110,523 | | | 18,718 | | | (524 | ) | | 128,717 | |
|
| Vacation Interest carrying cost, net | | — | | | 27,834 | | | 14,682 | | | (1,185 | ) | | 41,331 | |
|
| Loan portfolio | | — | | | 7,531 | | | 7,527 | | | (6,406 | ) | | 8,652 | |
|
| Other operating | | — | | | 4,470 | | | 1,128 | | | (2,199 | ) | | 3,399 | |
|
| General and administrative | | 15 | | | 54,758 | | | 25,639 | | | — | | | 80,412 | |
|
| Depreciation and amortization | | — | | | 8,249 | | | 5,717 | | | — | | | 13,966 | |
|
| Interest | | — | | | 48,075 | | | 36,953 | | | (3,018 | ) | | 82,010 | |
|
| Impairments and other write-offs | | — | | | 556 | | | 1,016 | | | — | | | 1,572 | |
|
| Gain on disposal of assets | | — | | | (19 | ) | | (689 | ) | | — | | | (708 | ) |
|
| Gain on bargain purchase from business combinations | | — | | | — | | | (14,329 | ) | | — | | | (14,329 | ) |
|
| Total costs and expenses | | 15 | | | 288,644 | | | 119,984 | | | (18,408 | ) | | 390,235 | |
|
| (Loss) income before benefit for income taxes | | (15 | ) | | 14,311 | | | (10,307 | ) | | (3,203 | ) | | 786 | |
|
| Benefit for income taxes | | — | | | (99 | ) | | (9,418 | ) | | — | | | (9,517 | ) |
|
| Net (loss) income | | $ | (15 | ) | | $ | 14,410 | | | $ | (889 | ) | | $ | (3,203 | ) | | $ | 10,303 | |
|
| | | | | | | | | | | |
| |
| CONSOLIDATING STATEMENT OF CASH FLOWS |
| Year ended December 31, 2011 |
| (In thousands) |
| |
| | | | | | | | | | | | | | | | | | | | | |
| | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
| Subsidiaries |
| Operating activities: | | | | | | | | | | |
| Net (loss) income | | $ | (15 | ) | | $ | 14,410 | | | $ | (889 | ) | | $ | (3,203 | ) | | $ | 10,303 | |
|
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | |
| Provision for uncollectible Vacation Interest sales revenue | | — | | | 15,941 | | | 621 | | | — | | | 16,562 | |
|
| Amortization of capitalized financing costs and original issue discounts | | — | | | 2,114 | | | 4,024 | | | — | | | 6,138 | |
|
| Amortization of capitalized loan origination costs and net portfolio discounts | | — | | | 2,449 | | | 1,113 | | | — | | | 3,562 | |
|
| Depreciation and amortization | | — | | | 8,249 | | | 5,717 | | | — | | | 13,966 | |
|
| Impairments and other write-offs | | — | | | 556 | | | 1,016 | | | — | | | 1,572 | |
|
| Gain on disposal of assets | | — | | | (19 | ) | | (689 | ) | | — | | | (708 | ) |
|
| Gain on bargain purchase from business combinations | | — | | | — | | | (14,329 | ) | | — | | | (14,329 | ) |
|
| Deferred income taxes | | — | | | — | | | (8,567 | ) | | — | | | (8,567 | ) |
|
| Gain on foreign currency exchange | | — | | | — | | | (72 | ) | | — | | | (72 | ) |
|
| Gain on mortgage repurchase | | — | | | (196 | ) | | — | | | — | | | (196 | ) |
|
| Unrealized gain on derivative instruments | | — | | | (79 | ) | | — | | | — | | | (79 | ) |
|
| Gain on insurance settlement | | — | | | (3,535 | ) | | — | | | — | | | (3,535 | ) |
|
| Changes in operating assets and liabilities excluding acquisitions: | | | | | | | | | | |
| Mortgages and contracts receivable | | — | | | 11,832 | | | (11,834 | ) | | (8 | ) | | (10 | ) |
|
| |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Due from related parties, net | | (4,874 | ) | | (14,591 | ) | | (12,141 | ) | | 25,339 | | | (6,267 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Other receivables, net | | — | | | (1,902 | ) | | 7,287 | | | 137 | | | 5,522 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Prepaid expenses and other assets, net | | 429 | | | (2,680 | ) | | (4,020 | ) | | — | | | (6,271 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Unsold Vacation Interests, net | | — | | | (38,228 | ) | | (4,305 | ) | | 3,204 | | | (39,329 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Accounts payable | | — | | | 2,283 | | | 1,904 | | | — | | | 4,187 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Due to related parties, net | | — | | | 15,076 | | | 34,228 | | | (25,339 | ) | | 23,965 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Accrued liabilities | | — | | | (479 | ) | | 3,197 | | | (130 | ) | | 2,588 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Income taxes receivable and payable | | — | | | (1,236 | ) | | 154 | | | — | | | (1,082 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Deferred revenues | | — | | | 4,404 | | | (3,032 | ) | | — | | | 1,372 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Net cash (used in) provided by operating activities | | (4,460 | ) | | 14,369 | | | (617 | ) | | — | | | 9,292 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Investing activities: | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Property and equipment capital expenditures | | — | | | (5,042 | ) | | (1,234 | ) | | — | | | (6,276 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Purchase of assets in connection with the Tempus Resorts Acquisition, net of $0, $0, $2,515, $0 and $2,515 cash acquired, respectively | | — | | | — | | | (102,400 | ) | | — | | | (102,400 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Disbursement of Tempus Note Receivable | | — | | | — | | | (3,493 | ) | | — | | | (3,493 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Proceeds from sale of assets | | — | | | 5 | | | 2,364 | | | — | | | 2,369 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | $ | — | | | $ | (5,037 | ) | | $ | (104,763 | ) | | $ | — | | | $ | (109,800 | ) |
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| | | | | | | | | | | | | | | | | | | | | CONSOLIDATING STATEMENT OF CASH FLOWS —Continued |
| | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2011 |
| | | | | | | | | | | | | | | | | | | | | (In thousands) |
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| | | | | | | | | | | | | | | | | | | | | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
| | | | | | | | | | | | | | | | | | | | | Subsidiaries |
| | | | | | | | | | | | | | | | | | | | | Financing activities: | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Changes in cash in escrow and restricted cash | | $ | — | | | $ | (2,436 | ) | | $ | 1,412 | | | $ | — | | | $ | (1,024 | ) |
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| | | | | | | | | | | | | | | | | | | | | Proceeds from issuance of securitization notes and Funding Facilities | | — | | | — | | | 206,817 | | | — | | | 206,817 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Proceeds from issuance of notes payable | | — | | | — | | | 48,178 | | | — | | | 48,178 | |
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| | | | | | | | | | | | | | | | | | | | | Payments on securitization notes and Funding Facilities | | — | | | (2,061 | ) | | (136,849 | ) | | — | | | (138,910 | ) |
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| | | | | | | | | | | | | | | | | | | | | Payments on notes payable | | — | | | (8,066 | ) | | (8,795 | ) | | — | | | (16,861 | ) |
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| | | | | | | | | | | | | | | | | | | | | Payments on debt issuance costs | | — | | | (427 | ) | | (5,106 | ) | | — | | | (5,533 | ) |
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| | | | | | | | | | | | | | | | | | | | | Proceeds from issuance of common and preferred stock, net of issuance cost | | 146,651 | | | — | | | — | | | — | | | 146,651 | |
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| | | | | | | | | | | | | | | | | | | | | Repurchase of a portion of outstanding warrants | | (16,598 | ) | | — | | | — | | | — | | | (16,598 | ) |
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| | | | | | | | | | | | | | | | | | | | | Repurchase of a portion of outstanding common stock | | (16,352 | ) | | — | | | — | | | — | | | (16,352 | ) |
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| | | | | | | | | | | | | | | | | | | | | Repurchase of redeemable preferred stock | | (108,701 | ) | | — | | | — | | | — | | | (108,701 | ) |
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| | | | | | | | | | | | | | | | | | | | | Payments of costs related to issuance of common and preferred stock | | — | | | (4,632 | ) | | — | | | — | | | (4,632 | ) |
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| | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | 5,000 | | | (17,622 | ) | | 105,657 | | | — | | | 93,035 | |
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| | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash and cash equivalents | | 540 | | | (8,290 | ) | | 277 | | | — | | | (7,473 | ) |
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| | | | | | | | | | | | | | | | | | | | | Effect of changes in exchange rates on cash and cash equivalents | | — | | | — | | | 41 | | | — | | | 41 | |
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| | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents, beginning of period | | — | | | 18,586 | | | 8,743 | | | — | | | 27,329 | |
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| | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents, end of period | | $ | 540 | | | $ | 10,296 | | | $ | 9,061 | | | $ | — | | | $ | 19,897 | |
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| | | | | | | | | | | | | | | | | | | | | CONSOLIDATING STATEMENT OF CASH FLOWS —Continued |
| | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2011 |
| | | | | | | | | | | | | | | | | | | | | (In thousands) |
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| | | | | | | | | | | | | | | | | | | | | | | Diamond Resorts International, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Total |
| | | | | | | | | | | | | | | | | | | | | SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Cash paid for interest | | $ | — | | | $ | 51,121 | | | $ | 23,017 | | | $ | — | | | $ | 74,138 | |
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| | | | | | | | | | | | | | | | | | | | | Cash paid for taxes, net of cash tax refunds (cash tax refunds, net of cash paid for taxes) | | $ | — | | | $ | 1,138 | | | $ | (977 | ) | | $ | — | | | $ | 161 | |
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| | | | | | | | | | | | | | | | | | | | | Purchase of assets in connection with the Tempus Resorts Acquisition net of $0, $0, $2,515, $0 and $2,515 cash acquired, respectively: | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Fair value of assets acquired | | $ | — | | | $ | — | | | $ | 136,316 | | | $ | — | | | $ | 136,316 | |
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| | | | | | | | | | | | | | | | | | | | | Gain on bargain purchase recognized | | — | | | — | | | (14,329 | ) | | — | | | (14,329 | ) |
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| | | | | | | | | | | | | | | | | | | | | Cash paid | | — | | | — | | | (104,917 | ) | | — | | | (104,917 | ) |
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| | | | | | | | | | | | | | | | | | | | | Deferred tax liability | | — | | | — | | | (8,567 | ) | | — | | | (8,567 | ) |
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| | | | | | | | | | | | | | | | | | | | | Liabilities assumed | | $ | — | | | $ | — | | | $ | 8,503 | | | $ | — | | | $ | 8,503 | |
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| | | | | | | | | | | | | | | | | | | | | SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Priority returns and redemption premiums on preferred stock | | $ | — | | | $ | 8,412 | | | $ | — | | | $ | — | | | $ | 8,412 | |
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| | | | | | | | | | | | | | | | | | | | | Insurance premiums financed through issuance of notes payable | | $ | — | | | $ | 8,500 | | | $ | — | | | $ | — | | | $ | 8,500 | |
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| | | | | | | | | | | | | | | | | | | | | Assets held for sale reclassified to unsold Vacation Interests, net | | $ | — | | | $ | — | | | $ | 2,750 | | | $ | — | | | $ | 2,750 | |
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| | | | | | | | | | | | | | | | | | | | | Assets held for sale reclassified to management contracts (intangible assets, net) | | $ | — | | | $ | — | | | $ | 234 | | | $ | — | | | $ | 234 | |
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| | | | | | | | | | | | | | | | | | | | | Assets to be disposed but not actively marketed (prepaid expenses and other assets, net) reclassified to unsold Vacation Interests, net | | $ | — | | | $ | — | | | $ | 1,589 | | | $ | — | | | $ | 1,589 | |
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