Background, Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Business Description and Basis of Presentation [Text Block] | ' |
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Note 1 | — Background, Business and Basis of Presentation |
Business and Background |
On July 24, 2013, Diamond Resorts International, Inc. ("DRII") closed the initial public offering (the "IPO") of an aggregate of 17,825,000 shares of its common stock at the IPO price of $14.00 per share. In the IPO, DRII sold 16,100,000 shares of common stock, and Cloobeck Diamond Parent, LLC ("CDP"), in its capacity as a selling stockholder, sold 1,725,000 shares of common stock. The net proceeds to DRII were $204.3 million after deducting all offering expenses. In connection with the IPO, DRII filed with the Securities and Exchange Commission (the "SEC") (i) a registration statement on Form S-1, which registered the shares of common stock offered in the IPO under the Securities Act of 1933, as amended, and (ii) a registration statement on Form 8-A, which registered DRII's common stock under the Securities Exchange Act of 1934, as amended, each of which became effective on July 18, 2013. |
DRII was incorporated as a Delaware corporation on January 11, 2013 to effect the Reorganization Transactions (defined below) and consummate the IPO. Immediately prior to the consummation of the IPO, Diamond Resorts Parent, LLC ("DRP") was the sole stockholder of DRII. In connection with, and immediately prior to the completion of the IPO, each member of DRP contributed all of its equity interests in DRP to DRII in return for shares of common stock of DRII. Following this contribution, DRII redeemed the shares of common units held by DRP and DRP was merged with and into DRII, with DRII being the surviving entity. The Company refers to these and other related transactions entered into substantially concurrently with the IPO as the "Reorganization Transactions." |
After the completion of the IPO, DRII is a holding company, and its principal asset is the direct and indirect ownership of equity interests in its subsidiaries, including Diamond Resorts Corporation ("DRC"), which is the operating subsidiary that has historically conducted the business as described below and was the issuer of the 12.0% senior secured notes due 2018 ("Senior Secured Notes"). On June 9, 2014, DRC redeemed all of the remaining outstanding principal amount under the Senior Secured Notes using a portion of the proceeds from the term loan portion of its $470.0 million Senior Credit Facility entered into on May 9, 2014. See "Note 6—Transactions with Related Parties" for the definition of the Senior Credit Facility and further detail on these two transactions. |
DRP was the parent of DRC and the parent guarantor under the Senior Secured Notes immediately prior to the closing of the IPO. DRP was a Nevada limited liability company created on March 28, 2007. On April 26, 2007, a third-party investor contributed $62.4 million cash and CDP contributed $7.1 million of net assets based on historical book values in exchange for common and preferred units. The third-party investor was issued common and preferred units with a liquidation preference as well as a priority return of 17.0% per annum, compounded quarterly, payable upon certain events. The preferred units did not provide to the holder any participation or conversion rights. The common and preferred members’ liability was limited to their respective capital contributions. The capitalization of DRP occurred on April 27, 2007 simultaneously with the acquisition of, and merger with, Sunterra Corporation ("Sunterra" or the "Predecessor Company") and the cancellation of Sunterra’s outstanding common stock for $16.00 per share ("the Sunterra Merger"). In July 2011, DRP completed an equity recapitalization transaction, pursuant to which it repurchased all of its preferred units, redeemed certain outstanding common units held by CDP and issued new common units to an investor in a private placement transaction. |
Except where the context otherwise requires or where otherwise indicated, references in the condensed consolidated financial statements to "the Company" refer to DRP prior to the consummation of the Reorganization Transactions on July 24, 2013 and DRII, as the successor to DRP, following the consummation of the Reorganization Transactions, in each case together with its subsidiaries, including DRC. |
The Company operates in the hospitality and vacation ownership industry, with an ownership base of more than 513,000 owner-families, or members, and a worldwide network of 313 vacation destinations located in 35 countries throughout the world, including the continental United States ("U.S."), Hawaii, Canada, Mexico, the Caribbean, Central America, South America, Europe, Asia, Australia and Africa. The Company’s resort network includes 93 resort properties with approximately 11,000 units that are managed by the Company and 216 affiliated resorts and hotels and four cruise itineraries, which the Company does not manage and do not carry the Company's brand, but are a part of the Company's network and, through THE Club and other Club offerings (the "Clubs"), are available for its members to use as vacation destinations. Diamond Resorts International®, Diamond Resorts®, THE Club®, The Meaning of Yes®, We Love to Say YesTM, Vacations for Life®, Stay VacationedTM, Vacations of a LifetimeTM, Affordable Luxury. Priceless MemoriesTM and Events of a LifetimeTM are trademarks of the Company. |
The Company’s operations consist of two interrelated businesses: (i) hospitality and management services, which includes operations related to the management of resort properties and seven multi-resort trusts (the "Collections"), operations of the Clubs, operations of the properties located in St. Maarten for which the Company functions as the homeowners association (the "HOA" and together with all other homeowners associations managed by the Company, the "HOAs"), food and beverage venues owned and managed by the Company and the provision of other hospitality and management services; and (ii) marketing and sales of Vacation Ownership Interests ("VOIs" or "Vacation Interests") and consumer financing for purchasers of the Company’s VOIs. |
Basis of Presentation |
Except where the context otherwise requires or where otherwise indicated, the condensed consolidated financial statements and other historical financial data included in this Quarterly Report on Form 10-Q are (i) those of DRP and its subsidiaries through July 24, 2013, after giving retroactive effect to the Reorganization Transactions, and (ii) those of DRII and its subsidiaries after July 24, 2013. The weighted average common shares outstanding for the three and six month periods ended June 30, 2013 are based upon the number of Class A and Class B common units of DRP outstanding for such period, retroactively adjusted for the exchange thereof for shares of common stock of DRII pursuant to the Reorganization Transactions. |
The accompanying condensed consolidated financial statements of Diamond Resorts International, Inc. and its subsidiaries have been prepared in accordance with accounting policies described in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 Form 10-K"). Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature. The accompanying condensed consolidated financial statements should be reviewed in conjunction with the Company's annual consolidated financial statements included in the 2013 Form 10-K. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results for the year ending December 31, 2014 or any future period. |
Strategic Acquisitions |
During the past several years, the Company has expanded its business operations by pursuing acquisitions of ongoing businesses in which the Company added locations to its network of available resorts, additional management contracts, new members to its owner base and additional VOI inventory that the Company may sell to existing members and potential customers. |
On August 31, 2010, the Company acquired from ILX Resorts Incorporated certain resort management agreements, unsold VOIs and the rights to recover and resell such interests, a portfolio of consumer loans and certain real property, additional owner-families and other assets (the “ILX Acquisition”), which added ten additional resorts to the Company's resort network. |
On July 1, 2011, the Company acquired from Tempus Resorts International, Ltd. and its subsidiaries certain management agreements, unsold VOIs and the rights to recover and resell such interests, the seller's consumer loan portfolio and certain real property, additional owner-families and other assets (the “Tempus Resorts Acquisition”), which added two resorts to the Company's resort network. |
On May 21, 2012, the Company acquired from Pacific Monarch Resorts, Inc. and its affiliates four management contracts, unsold VOIs and the rights to recover and resell such interests, a portfolio of consumer loans and certain real property, additional owner-families and other assets (the "PMR Acquisition"), which added nine locations to the Company's resort network. |
On October 5, 2012, the Company acquired all of the issued and outstanding shares of Aegean Blue Holdings Plc, thereby acquiring management contracts, unsold VOIs and the rights to recover and resell such interests, additional owner-families and certain other assets (the “Aegean Blue Acquisition”), which added five resorts located on the Greek Islands of Rhodes and Crete to the Company's resort network. |
The above transactions were effected through special-purpose subsidiaries and were structured such that the Company held the acquired assets, and assumed certain related liabilities, through special-purpose subsidiaries. The respective lenders to each special-purpose subsidiary had recourse only to such entity and thus the specific assets that were acquired in each transaction; however, such indebtedness was included in the Company's condensed consolidated balance sheets. On May 9, 2014, all outstanding indebtedness of these special-purpose subsidiaries was repaid in full and these subsidiaries ceased to be special-purpose subsidiaries and became guarantor subsidiaries under the Senior Credit Facility. |
On July 24, 2013, concurrent with the closing of the IPO, the Company acquired all of the equity interests of Island One, Inc. and Crescent One, LLC (together, the “Island One Companies”) in exchange for 5,236,251 shares of common stock. These shares represented an aggregate purchase price of $73.3 million based on the IPO price of $14.00 per share. In this transaction, the Company acquired management contracts, unsold VOIs, a portfolio of consumer loans and other assets owned by the Island One Companies, adding eight additional managed resorts in Florida to the Company's resort network and more owner-families to its ownership base (the “Island One Acquisition”). Prior to the closing of the Island One Acquisition, the Company had provided sales and marketing services and HOA management oversight services to Island One, Inc. See "Note 24—Business Combinations" of the Company's consolidated financial statements included in the 2013 Form 10-K for further detail on the Island One Acquisition. |
On July 24, 2013, concurrent with the closing of the IPO, the Company acquired management agreements for certain resorts from Monarch Owner Services, LLC, Resort Services Group, LLC and Monarch Grand Vacations Management, LLC, each of which provided various management services to the resorts and the collection that were added to the Company's network through the PMR Acquisition (the “PMR Service Companies”), for $47.4 million in cash (the “PMR Service Companies Acquisition”). See "Note 24—Business Combinations" of the Company's consolidated financial statements included in the 2013 Form 10-K for further detail on the PMR Service Companies Acquisition. |
Background, Business and Basis of Presentation | ' |
Background, Business and Basis of Presentation |
Business and Background |
On July 24, 2013, Diamond Resorts International, Inc. ("DRII") closed the initial public offering (the "IPO") of an aggregate of 17,825,000 shares of its common stock at the IPO price of $14.00 per share. In the IPO, DRII sold 16,100,000 shares of common stock, and Cloobeck Diamond Parent, LLC ("CDP"), in its capacity as a selling stockholder, sold 1,725,000 shares of common stock. The net proceeds to DRII were $204.3 million after deducting all offering expenses. In connection with the IPO, DRII filed with the Securities and Exchange Commission (the "SEC") (i) a registration statement on Form S-1, which registered the shares of common stock offered in the IPO under the Securities Act of 1933, as amended, and (ii) a registration statement on Form 8-A, which registered DRII's common stock under the Securities Exchange Act of 1934, as amended, each of which became effective on July 18, 2013. |
DRII was incorporated as a Delaware corporation on January 11, 2013 to effect the Reorganization Transactions (defined below) and consummate the IPO. Immediately prior to the consummation of the IPO, Diamond Resorts Parent, LLC ("DRP") was the sole stockholder of DRII. In connection with, and immediately prior to the completion of the IPO, each member of DRP contributed all of its equity interests in DRP to DRII in return for shares of common stock of DRII. Following this contribution, DRII redeemed the shares of common units held by DRP and DRP was merged with and into DRII, with DRII being the surviving entity. The Company refers to these and other related transactions entered into substantially concurrently with the IPO as the "Reorganization Transactions." |
After the completion of the IPO, DRII is a holding company, and its principal asset is the direct and indirect ownership of equity interests in its subsidiaries, including Diamond Resorts Corporation ("DRC"), which is the operating subsidiary that has historically conducted the business as described below and was the issuer of the 12.0% senior secured notes due 2018 ("Senior Secured Notes"). On June 9, 2014, DRC redeemed all of the remaining outstanding principal amount under the Senior Secured Notes using a portion of the proceeds from the term loan portion of its $470.0 million Senior Credit Facility entered into on May 9, 2014. See "Note 6—Transactions with Related Parties" for the definition of the Senior Credit Facility and further detail on these two transactions. |
DRP was the parent of DRC and the parent guarantor under the Senior Secured Notes immediately prior to the closing of the IPO. DRP was a Nevada limited liability company created on March 28, 2007. On April 26, 2007, a third-party investor contributed $62.4 million cash and CDP contributed $7.1 million of net assets based on historical book values in exchange for common and preferred units. The third-party investor was issued common and preferred units with a liquidation preference as well as a priority return of 17.0% per annum, compounded quarterly, payable upon certain events. The preferred units did not provide to the holder any participation or conversion rights. The common and preferred members’ liability was limited to their respective capital contributions. The capitalization of DRP occurred on April 27, 2007 simultaneously with the acquisition of, and merger with, Sunterra Corporation ("Sunterra" or the "Predecessor Company") and the cancellation of Sunterra’s outstanding common stock for $16.00 per share ("the Sunterra Merger"). In July 2011, DRP completed an equity recapitalization transaction, pursuant to which it repurchased all of its preferred units, redeemed certain outstanding common units held by CDP and issued new common units to an investor in a private placement transaction. |
Except where the context otherwise requires or where otherwise indicated, references in the condensed consolidated financial statements to "the Company" refer to DRP prior to the consummation of the Reorganization Transactions on July 24, 2013 and DRII, as the successor to DRP, following the consummation of the Reorganization Transactions, in each case together with its subsidiaries, including DRC. |
The Company operates in the hospitality and vacation ownership industry, with an ownership base of more than 513,000 owner-families, or members, and a worldwide network of 313 vacation destinations located in 35 countries throughout the world, including the continental United States ("U.S."), Hawaii, Canada, Mexico, the Caribbean, Central America, South America, Europe, Asia, Australia and Africa. The Company’s resort network includes 93 resort properties with approximately 11,000 units that are managed by the Company and 216 affiliated resorts and hotels and four cruise itineraries, which the Company does not manage and do not carry the Company's brand, but are a part of the Company's network and, through THE Club and other Club offerings (the "Clubs"), are available for its members to use as vacation destinations. Diamond Resorts International®, Diamond Resorts®, THE Club®, The Meaning of Yes®, We Love to Say YesTM, Vacations for Life®, Stay VacationedTM, Vacations of a LifetimeTM, Affordable Luxury. Priceless MemoriesTM and Events of a LifetimeTM are trademarks of the Company. |
The Company’s operations consist of two interrelated businesses: (i) hospitality and management services, which includes operations related to the management of resort properties and seven multi-resort trusts (the "Collections"), operations of the Clubs, operations of the properties located in St. Maarten for which the Company functions as the homeowners association (the "HOA" and together with all other homeowners associations managed by the Company, the "HOAs"), food and beverage venues owned and managed by the Company and the provision of other hospitality and management services; and (ii) marketing and sales of Vacation Ownership Interests ("VOIs" or "Vacation Interests") and consumer financing for purchasers of the Company’s VOIs. |
Basis of Presentation |
Except where the context otherwise requires or where otherwise indicated, the condensed consolidated financial statements and other historical financial data included in this Quarterly Report on Form 10-Q are (i) those of DRP and its subsidiaries through July 24, 2013, after giving retroactive effect to the Reorganization Transactions, and (ii) those of DRII and its subsidiaries after July 24, 2013. The weighted average common shares outstanding for the three and six month periods ended June 30, 2013 are based upon the number of Class A and Class B common units of DRP outstanding for such period, retroactively adjusted for the exchange thereof for shares of common stock of DRII pursuant to the Reorganization Transactions. |
The accompanying condensed consolidated financial statements of Diamond Resorts International, Inc. and its subsidiaries have been prepared in accordance with accounting policies described in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 Form 10-K"). Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature. The accompanying condensed consolidated financial statements should be reviewed in conjunction with the Company's annual consolidated financial statements included in the 2013 Form 10-K. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results for the year ending December 31, 2014 or any future period. |
Strategic Acquisitions |
During the past several years, the Company has expanded its business operations by pursuing acquisitions of ongoing businesses in which the Company added locations to its network of available resorts, additional management contracts, new members to its owner base and additional VOI inventory that the Company may sell to existing members and potential customers. |
On August 31, 2010, the Company acquired from ILX Resorts Incorporated certain resort management agreements, unsold VOIs and the rights to recover and resell such interests, a portfolio of consumer loans and certain real property, additional owner-families and other assets (the “ILX Acquisition”), which added ten additional resorts to the Company's resort network. |
On July 1, 2011, the Company acquired from Tempus Resorts International, Ltd. and its subsidiaries certain management agreements, unsold VOIs and the rights to recover and resell such interests, the seller's consumer loan portfolio and certain real property, additional owner-families and other assets (the “Tempus Resorts Acquisition”), which added two resorts to the Company's resort network. |
On May 21, 2012, the Company acquired from Pacific Monarch Resorts, Inc. and its affiliates four management contracts, unsold VOIs and the rights to recover and resell such interests, a portfolio of consumer loans and certain real property, additional owner-families and other assets (the "PMR Acquisition"), which added nine locations to the Company's resort network. |
On October 5, 2012, the Company acquired all of the issued and outstanding shares of Aegean Blue Holdings Plc, thereby acquiring management contracts, unsold VOIs and the rights to recover and resell such interests, additional owner-families and certain other assets (the “Aegean Blue Acquisition”), which added five resorts located on the Greek Islands of Rhodes and Crete to the Company's resort network. |
The above transactions were effected through special-purpose subsidiaries and were structured such that the Company held the acquired assets, and assumed certain related liabilities, through special-purpose subsidiaries. The respective lenders to each special-purpose subsidiary had recourse only to such entity and thus the specific assets that were acquired in each transaction; however, such indebtedness was included in the Company's condensed consolidated balance sheets. On May 9, 2014, all outstanding indebtedness of these special-purpose subsidiaries was repaid in full and these subsidiaries ceased to be special-purpose subsidiaries and became guarantor subsidiaries under the Senior Credit Facility. |
On July 24, 2013, concurrent with the closing of the IPO, the Company acquired all of the equity interests of Island One, Inc. and Crescent One, LLC (together, the “Island One Companies”) in exchange for 5,236,251 shares of common stock. These shares represented an aggregate purchase price of $73.3 million based on the IPO price of $14.00 per share. In this transaction, the Company acquired management contracts, unsold VOIs, a portfolio of consumer loans and other assets owned by the Island One Companies, adding eight additional managed resorts in Florida to the Company's resort network and more owner-families to its ownership base (the “Island One Acquisition”). Prior to the closing of the Island One Acquisition, the Company had provided sales and marketing services and HOA management oversight services to Island One, Inc. See "Note 24—Business Combinations" of the Company's consolidated financial statements included in the 2013 Form 10-K for further detail on the Island One Acquisition. |
On July 24, 2013, concurrent with the closing of the IPO, the Company acquired management agreements for certain resorts from Monarch Owner Services, LLC, Resort Services Group, LLC and Monarch Grand Vacations Management, LLC, each of which provided various management services to the resorts and the collection that were added to the Company's network through the PMR Acquisition (the “PMR Service Companies”), for $47.4 million in cash (the “PMR Service Companies Acquisition”). See "Note 24—Business Combinations" of the Company's consolidated financial statements included in the 2013 Form 10-K for further detail on the PMR Service Companies Acquisition. |