UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

_______________________________________________



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended March 31, 2021

~~June 30, 2020~~



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

COMMISSION FILE NO. 1-38012

Playa Hotels & Resorts N.V.

(Exact name of registrant as specified in its charter)




The		Netherlands		98-1346104

~~The~~	~~Netherlands~~	~~98-1346104~~
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)

Nieuwezijds Voorburgwal 104

1012 SG

Amsterdam,

the

Netherlands

Not Applicable

(Address of Principal Executive Offices)

(Zip Code)

~~Prins Bernhardplein 200~~

~~1097 JB~~

~~Amsterdam,~~

~~the~~

~~Netherlands~~

~~Not Applicable~~

~~(Address of Principal Executive Offices)~~

~~(Zip Code)~~

+3120~~571 12 02~~ 6 82 55 84 30

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Ordinary Shares, €0.10 par value	PLYA	~~NASDAQ~~The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past ninety (90) days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~July 31, 2020,~~April 30, 2021, there were ~~134,493,942~~164,029,575 shares of the registrant’s ordinary shares, €0.10 par value, outstanding.



Playa Hotels & Resorts N.V. TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of ~~June 30, 2020~~March 31 , 202 1 and December 31, ~~2019~~2 020	1
	Condensed Consolidated Statements of Operations for the ~~three~~thre e m onths ended March 31 , 202 1 and ~~six months ended June 30, 2020 and 2019~~2 020	2
	Condensed Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	3
	Condensed Consolidated Statements of Shareholders' Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	4
	Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30, 2020~~March 31 , 202 1 and ~~2019~~20 20	5
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2523
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5744
Item 4.	Controls and Procedures	5845
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	5946
Item 1A.	Risk Factors	5946
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6046
Item 3.	Defaults Upon Senior Securities	6046
Item 4.	Mine Safety Disclosures	6046
Item 5.	Other Information	6046
Item 6.	Exhibits	6147

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Playa Hotels & Resorts N.V.

Condensed Consolidated Balance ~~Sheet~~sSheets

($ in thousands, except share data)

(unaudited)


	As of June 30,			As of December 31,				As of March 31,		As of December 31,
	2020			2019				2021		2020
ASSETS							ASSETS
Cash and cash equivalents	$	251,022		$	20,931		Cash and cash equivalents	$	200,427	$	146,919
Restricted cash	27,919			—			Restricted cash	25,939		25,941
Trade and other receivables, net	26,867			71,250			Trade and other receivables, net	27,083		25,433
Accounts receivable from related parties	2,933			5,401			Accounts receivable from related parties	3,482		3,726
Inventories	14,239			16,649			Inventories	14,063		13,813
Prepayments and other assets	45,963			44,691			Prepayments and other assets	42,051		47,638
Property and equipment, net	1,805,242			1,929,914			Property and equipment, net	1,630,006		1,727,383
Assets held for sale							Assets held for sale	55,864		34,472
Goodwill, net	62,166			78,339			Goodwill, net	61,654		61,654
Other intangible assets	8,555			8,408			Other intangible assets	8,303		8,556
Deferred tax assets	22,358			21,381			Deferred tax assets	11		2,130
Total assets	$	2,267,264		$	2,196,964		Total assets	$	2,068,883	$	2,097,665
LIABILITIES AND SHAREHOLDERS' EQUITY							LIABILITIES AND SHAREHOLDERS' EQUITY
Trade and other payables	$	121,238		$	181,603		Trade and other payables	$	117,153	$	123,410
Payables to related parties	9,260			7,620			Payables to related parties	8,054		8,073
Income tax payable	1,813			3,252			Income tax payable	158		348
Debt	1,251,877			1,040,658			Debt	971,999		1,251,267
Related party debt							Related party debt	193,064		0
Derivative financial instruments	55,477			31,932			Derivative financial instruments	40,811		46,340
Other liabilities	30,696			24,307			Other liabilities	29,358		29,768
Liabilities held for sale							Liabilities held for sale	5,419		0
Deferred tax liabilities	86,345			97,941			Deferred tax liabilities	64,161		70,323
Total liabilities	1,556,706			1,387,313			Total liabilities	1,430,177		1,529,529
Commitments and contingencies (see Note 7)							Commitments and contingencies (see Note 7)	0		0
Shareholders' equity							Shareholders' equity
Ordinary shares (par value €0.10; 500,000,000 shares authorized, 136,684,273 shares issued and 134,485,477 shares outstanding as of June 30, 2020, and 130,967,671 shares issued and 129,121,576 shares outstanding as of December 31, 2019)	14,861			14,215
Treasury shares (at cost, 2,198,796 shares as of June 30, 2020 and 1,846,095 shares as of December 31, 2019)	(16,642		)	(14,088		)
Ordinary shares (par value €0.10; 500,000,000 shares authorized, 166,237,579 shares issued and 164,029,575 shares outstanding as of March 31, 2021 and 136,770,086 shares issued and 134,571,290 shares outstanding as of December 31, 2020)							Ordinary shares (par value €0.10; 500,000,000 shares authorized, 166,237,579 shares issued and 164,029,575 shares outstanding as of March 31, 2021 and 136,770,086 shares issued and 134,571,290 shares outstanding as of December 31, 2020)	18,470		14,871
Treasury shares (at cost, 2,208,004 shares as of March 31, 2021 and 2,198,796 shares as of December 31, 2020)							Treasury shares (at cost, 2,208,004 shares as of March 31, 2021 and 2,198,796 shares as of December 31, 2020)	(16,697)		(16,642)
Paid-in capital	1,025,942			1,001,088			Paid-in capital	1,167,444		1,030,148
Accumulated other comprehensive loss	(36,667		)	(24,642		)	Accumulated other comprehensive loss	(28,066)		(30,949)
Accumulated deficit	(276,936		)	(166,922		)	Accumulated deficit	(502,445)		(429,292)
Total shareholders' equity	710,558			809,651			Total shareholders' equity	638,706		568,136
Total liabilities and shareholders' equity	$	2,267,264		$	2,196,964		Total liabilities and shareholders' equity	$	2,068,883	$	2,097,665

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Operations

($ in thousands, except share data)

(unaudited)


	Three Months Ended March 31,
		2021		2020
Revenue
Package		$	63,894	$	153,055
Non-package		12,995		22,578
Management fees		344		645
Cost reimbursements		513		950
Total revenue		77,746		177,228
Direct and selling, general and administrative expenses
Direct		60,221		97,898
Selling, general and administrative		24,668		33,832
Depreciation and amortization		20,883		24,959
Reimbursed costs		513		950
Impairment loss		24,011		16,173
Loss on sale of assets		273		0
Direct and selling, general and administrative expenses		130,569		173,812
Operating (loss) income		(52,823)		3,416
Interest expense		(18,167)		(20,955)
Other expense		(706)		(3,906)
Net loss before tax		(71,696)		(21,445)
Income tax benefit (provision)		1,951		(1,111)
Net loss		$	(69,745)	$	(22,556)

Earnings per share
Losses per share - Basic		$	(0.43)	$	(0.17)
Losses per share - Diluted		$	(0.43)	$	(0.17)
Weighted average number of shares outstanding during the period - Basic		160,827,261		129,286,708
Weighted average number of shares outstanding during the period - Diluted		160,827,261		129,286,708

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
Revenue
Package $ 302
$ 136,095
$ 153,357
$ 305,887
Non-package 240
24,428
22,818
48,910
Management fees (18 ) 551
627
1,485
Cost reimbursements 458
2,949
1,408
3,537
Total revenue 982
164,023
178,210
359,819
Direct and selling, general and administrative expenses
Direct 20,380
92,582
118,278
186,325
Selling, general and administrative 19,739
32,048
53,571
63,876
Pre-opening —
202
—
291
Depreciation and amortization 22,400
25,908
47,359
48,219
Reimbursed costs 458
2,949
1,408
3,537
Impairment loss 25,268
—
41,441
—
Loss on sale of assets 1,729
—
1,729
—
Gain on insurance proceeds (2,950 ) —
(2,950 ) —
Direct and selling, general and administrative expenses 87,024
153,689
260,836
302,248
Operating (loss) income (86,042 ) 10,334
(82,626 ) 57,571
Interest expense (20,916 ) (10,666 ) (41,871 ) (24,860 )
Other income (expense) 4,853
364
947
(238 )
Net (loss) income before tax (102,105 ) 32
(123,550 ) 32,473
Income tax benefit 14,647
1,008
13,536
11,555
Net (loss) income $ (87,458 ) $ 1,040
$ (110,014 ) $ 44,028

Earnings per share
(Losses) earnings per share - Basic $ (0.67 ) $ 0.01
$ (0.85 ) $ 0.34
(Losses) earnings per share - Diluted $ (0.67 ) $ 0.01
$ (0.85 ) $ 0.34
Weighted average number of shares outstanding during the period - Basic 130,466,383
130,421,695
129,876,545
130,480,549
Weighted average number of shares outstanding during the period - Diluted 130,466,383
130,815,177
129,876,545
130,789,467

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss

($ in thousands)

(unaudited)


	Three Months Ended March 31,
		2021		2020
Net loss		$	(69,745)	$	(22,556)
Other comprehensive income (loss), net of taxes
Unrealized gain (loss) on interest rate swaps		2,894		(15,048)
Pension obligation loss		(11)		(55)
Total other comprehensive income (loss)		2,883		(15,103)
Comprehensive loss		$	(66,862)	$	(37,659)

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
Net (loss) income $ (87,458 ) $ 1,040
$ (110,014 ) $ 44,028
Other comprehensive income (loss), net of taxes
Unrealized gain (loss) on interest rate swaps 2,926
(14,784 ) (12,122 ) (20,642 )
Pension obligation gain (loss) 152
(25 ) 97
(176 )
Total other comprehensive income (loss) 3,078
(14,809 ) (12,025 ) (20,818 )
Comprehensive (loss) income $ (84,380 ) $ (13,769 ) $ (122,039 ) $ 23,210

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Shareholders' Equity

($ in thousands, except share data)

(unaudited)


	Ordinary Shares			Treasury Shares			Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2019	129,121,576	$	14,215	1,846,095	$	(14,088)	$	1,001,088	$	(24,642)	$	(166,922)	$	809,651
Net loss	—	—		—	—		—		—		(22,556)		(22,556)
Other comprehensive loss	—	—		—	—		—		(15,103)		—		(15,103)
Share-based compensation, net of tax withholdings	493,226	55		4,500	(34)		3,168		—		—		3,189
Repurchase of ordinary shares	(340,109)	—		340,109	(2,500)		—		—		—		(2,500)
Balance at March 31, 2020	129,274,693	$	14,270	2,190,704	$	(16,622)	$	1,004,256	$	(39,745)	$	(189,478)	$	772,681

Ordinary Shares Treasury Shares Paid-In Capital
Accumulated Other
Comprehensive Loss
Accumulated Deficit Total
Shares Amount Shares Amount
Balance at December 31, 2018 130,440,126
$ 14,161
54,608
$ (394 ) $ 992,297
$ (3,658 ) $ (162,565 ) $ 839,841
Net income —
—
—
—
—
—
42,988
42,988
Other comprehensive loss —
—
—
—
—
(6,009 ) —
(6,009 )
Share-based compensation 249,044
29
—
—
2,719
—
—
2,748
Repurchase of ordinary shares (198,179 ) —
198,179
(1,522 ) —
—
—
(1,522 )
Balance at March 31, 2019 130,490,991
$ 14,190
252,787
$ (1,916 ) $ 995,016
$ (9,667 ) $ (119,577 ) $ 878,046
Net income —
—
—
—
—
—
1,040
1,040
Other comprehensive loss —
—
—
—
—
(14,809 ) —
(14,809 )
Share-based compensation 141,491
15
—
—
1,999
—
—
2,014
Repurchase of ordinary shares (304,587 ) —
304,587
(2,400 ) —
—
—
(2,400 )
Balance at June 30, 2019 130,327,895
$ 14,205
557,374
$ (4,316 ) $ 997,015
$ (24,476 ) $ (118,537 ) $ 863,891

Ordinary Shares Treasury Shares Paid-In Capital
Accumulated Other
Comprehensive Loss
Accumulated Deficit Total
Shares Amount Shares Amount
Balance at December 31, 2019 129,121,576
$ 14,215
1,846,095
$ (14,088 ) $ 1,001,088
$ (24,642 ) $ (166,922 ) $ 809,651
Net loss —
—
—
—
—
—
(22,556 ) (22,556 )
Other comprehensive loss —
—
—
—
—
(15,103 ) —
(15,103 )
Share-based compensation, net of tax withholdings 493,226
55
4,500
(34 ) 3,168
—
—
3,189
Repurchase of ordinary shares (340,109 ) —
340,109
(2,500 ) —
—
—
(2,500 )
Balance at March 31, 2020 129,274,693
$ 14,270
2,190,704
$ (16,622 ) $ 1,004,256
$ (39,745 ) $ (189,478 ) $ 772,681
Net loss —
—
—
—
—
—
(87,458 ) (87,458 )
Other comprehensive income —
—
—
—
—
3,078
—
3,078
Share-based compensation, net of tax withholdings 332,735
38
8,092
(20 ) 2,681
—
—
2,699
Equity issuance, net (see Note 8) 4,878,049
553
—
—
19,005
—
—
19,558
Balance at June 30, 2020 134,485,477
$ 14,861
2,198,796
$ (16,642 ) $ 1,025,942
$ (36,667 ) $ (276,936 ) $ 710,558


	Ordinary Shares			Treasury Shares			Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2020	134,571,290	$	14,871	2,198,796	$	(16,642)	$	1,030,148	$	(30,949)	$	(429,292)	$	568,136
Cumulative effect of accounting changes, net of tax	—	—		—	—		—		—		(3,408)		(3,408)
Balance at January 1, 2021	134,571,290	$	14,871	2,198,796	$	(16,642)	$	1,030,148	$	(30,949)	$	(432,700)	$	564,728
Net loss	—	—		—	—		—		—		(69,745)		(69,745)
Other comprehensive income	—	—		—	—		—		2,883		—		2,883
Share-based compensation, net of tax withholdings	708,285	87		9,208	(55)		3,092		—		—		3,124
Equity issuance (see Note 8)	28,750,000	3,512		—	—		134,204		—		—		137,716
Balance at March 31, 2021	164,029,575	$	18,470	2,208,004	$	(16,697)	$	1,167,444	$	(28,066)	$	(502,445)	$	638,706

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(unaudited)


	Six Months Ended June 30,							Three Months Ended March 31,
	2020			2019				2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES							CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(110,014	)	$	44,028
Adjustments to reconcile net income to net cash provided by operating activities
Net loss							Net loss	$	(69,745)	$	(22,556)
Adjustments to reconcile net loss to net cash provided by operating activities							Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization	47,359			48,219			Depreciation and amortization	20,883		24,959
Amortization of debt discount and issuance costs	679			681			Amortization of debt discount and issuance costs	1,011		339
Share-based compensation	5,942			4,762			Share-based compensation	3,179		3,223
Loss on derivative financial instruments	11,423			1,122
(Gain) loss on derivative financial instruments							(Gain) loss on derivative financial instruments	(2,635)		6,369
Impairment loss	41,441			—			Impairment loss	24,011		16,173
Deferred income taxes	(12,573		)	(14,341		)	Deferred income taxes	(2,034)		2,500
Loss on sale of assets	1,729			—			Loss on sale of assets	273		0
Amortization of key money	(439		)	(110		)	Amortization of key money	(234)		(206)
Bad debt expense							Bad debt expense	(9)		(542)
Other	(154		)	628			Other	199		71
Changes in assets and liabilities:							Changes in assets and liabilities:
Trade and other receivables, net	44,462			1,743			Trade and other receivables, net	(1,350)		9,880
Accounts receivable from related parties	2,855			1,504			Accounts receivable from related parties	244		(35)
Inventories	950			(224		)	Inventories	(356)		(545)
Prepayments and other assets	470			(4,845		)	Prepayments and other assets	4,636		946
Trade and other payables	(61,207		)	(5,512		)	Trade and other payables	(2,940)		(13,596)
Payables to related parties	1,640			4,379			Payables to related parties	(1,345)		2,171
Income tax payable	(1,439		)	(984		)	Income tax payable	(190)		(976)
Other liabilities	(1,520		)	5,026			Other liabilities	(160)		(1,450)
Net cash (used in) provided by operating activities	(28,396		)	86,076			Net cash (used in) provided by operating activities	(26,562)		26,725
INVESTING ACTIVITIES							INVESTING ACTIVITIES
Capital expenditures	(7,414		)	(92,038		)	Capital expenditures	(4,561)		(6,434)
Receipt of key money	8,500			2,500			Receipt of key money	0		8,500
Purchase of intangibles	(349		)	(1,424		)	Purchase of intangibles	(29)		(56)
Proceeds from the sale of assets, net	58,125			6			Proceeds from the sale of assets, net	34,212		3
Property damage insurance proceeds	—			2,009
Net cash provided by (used in) investing activities	58,862			(88,947		)
Net cash provided by investing activities							Net cash provided by investing activities	29,622		2,013
FINANCING ACTIVITIES							FINANCING ACTIVITIES
Proceeds from debt issuances, net of discount	199,600			—
Issuance costs of debt	(8,677		)	—

Proceeds from ordinary shares, net of issuance costs	19,558			—			Proceeds from ordinary shares, net of issuance costs	137,716		0
Repayments of debt	(5,050		)	(5,050		)	Repayments of debt	(2,525)		(2,525)
Proceeds from borrowings on revolving credit facility	40,000			—			Proceeds from borrowings on revolving credit facility	0		40,000
Repayments of borrowings on revolving credit facility	(15,333		)	—			Repayments of borrowings on revolving credit facility	(84,667)		(15,000)
Repurchase of ordinary shares	(2,500		)	(3,922		)	Repurchase of ordinary shares	0		(2,500)
Repurchase of ordinary shares for tax withholdings	(54		)	—			Repurchase of ordinary shares for tax withholdings	(55)		(34)
Net cash provided by (used in) financing activities	227,544			(8,972		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	258,010			(11,843		)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD	$	20,931		$	116,353
CASH AND CASH EQUIVALENTS, END OF THE PERIOD	$	278,941		$	104,510
Principal payments on lease obligations							Principal payments on lease obligations	(23)		0
Net cash provided by financing activities							Net cash provided by financing activities	50,446		19,941
INCREASE IN CASH AND CASH EQUIVALENTS							INCREASE IN CASH AND CASH EQUIVALENTS	53,506		48,679
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD							CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD	$	172,860	$	20,931
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD							CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD	$	226,366	$	69,610
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH							RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents	$	251,022		$	104,510		Cash and cash equivalents	$	200,427	$	69,610
Restricted cash	27,919			—			Restricted cash	25,939		0
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	278,941		$	104,510		TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	226,366	$	69,610

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Cash Flows (Continued)

($ in thousands)

(unaudited)


	Six Months Ended June 30,					Three Months Ended March 31,
	2020		2019			2021		2020
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION					SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest, net of interest capitalized	$	28,919	$	22,616
Cash paid for interest					Cash paid for interest	$	18,798	$	14,034
Cash paid for income taxes, net	$	2,040	$	4,990	Cash paid for income taxes, net	$	197	$	2,000
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES	SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES				SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital expenditures incurred but not yet paid	$	1,590	$	5,813	Capital expenditures incurred but not yet paid	$	720	$	4,083
Intangible assets capitalized but not yet paid	$	208	$	474	Intangible assets capitalized but not yet paid	$	59	$	236
Interest capitalized but not yet paid	$	—	$	95
Right-of-use assets obtained in exchange for new operating lease liabilities	$	—	$	1,393

Par value of vested restricted share awards	$	93	$	44	Par value of vested restricted share awards	$	87	$	55

The accompanying Notes form an integral part of the Condensed Consolidated Financial Statements.

Playa Hotels & Resorts N.V.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

Note 1. Organization, operations and basis of presentation

Background

Playa Hotels & Resorts N.V. (“Playa” or the “Company”) is a leading owner, operator and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations. We own and/or manage a portfolio of 2122 resorts located in Mexico, the Dominican Republic and Jamaica. Unless otherwise indicated or the context requires otherwise, references in our condensed consolidated financial statements (our “Condensed Consolidated Financial Statements”) to “we,” “our,” “us” and similar expressions refer to Playa and its subsidiaries.

COVID-19 impact

Due to the spread of the coronavirus (“COVID-19”) global pandemic, and in response to related governmental restrictions and advisories, reductions in scheduled commercial airline service, and potential health risks to our employees and guests, we temporarily suspended operations at all of our resorts from late March through June 2020. Our resorts began reopening in July, in stages, based on incremental easing of government restrictions and advisories and increases in scheduled commercial airline service. ~~On July 1, 2020, we reopened 8 out~~As of March 31, 2021, all of our ~~21 resorts and subsequently opened another 4 resorts. Currently, 12 out of our 21~~ resorts have ~~reopened.~~reopened with the exception of the Capri Resort. We also implemented additional safety measures at our resorts to mitigate the potential health risks of COVID-19.

~~Although we began operations in July, we~~ We cannot predict when our business will return to normalized levels because we cannot predict when all effects of the pandemic will subside. The longer and more severe the pandemic, the greater the material adverse effect the pandemic will have on our business, results of operations, cash flows, financial condition, access to credit markets and ability to service our debt.

~~Liquidity and ability to continue as a going concern~~

~~As COVID-19 has had a significant adverse impact on our business and financial condition, we took several actions to help remedy our liquidity situation, which include the following:~~

~~we temporarily suspended operations in late March and subsequently began opening our resorts, in stages, beginning in July;~~

~~closed on the sale of equity (see Note 8) and issuance of additional debt (see Note 11) as part of our capital raise efforts;~~

~~amended our Senior Secured Credit Facility to waive the existing financial maintenance covenants until the fiscal quarter ended September 30, 2021 (see Note 11);~~

~~sold 2 of our resorts operated under the Jewel brand for cash consideration (see Note 4);~~

~~significantly reduced staffing levels at the properties and at our corporate offices;~~

~~imposed compensation cuts throughout the entirety of our corporate offices;~~

~~adjusted our marketing spend;~~

~~canceled all non-essential corporate travel;~~

~~deferred all non-critical capital expenditures for the remainder of the year; and~~

~~continue to pursue the potential sale of certain of our non-core resorts.~~

Due to the measures taken, we expect to be in compliance with all financial maintenance covenants and have sufficient liquidity to meet our obligations for at least twelve months from the date of this report. Accordingly, we believe that our plans to improve our liquidity situation have been effectively implemented and the conditions that previously raised substantial doubt about our ability to continue as a going concern have been mitigated.

Basis of preparation, presentation and measurement

Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements as of and for the year ended December 31, ~~2019,~~2020, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on ~~February 27, 2020~~March 4, 2021 (the “Annual Report”).

In our opinion, the unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the annual Consolidated Financial Statements and include all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation.

The results of operations for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 are not necessarily indicative of the results of operations to be expected for the full year ended December 31, ~~2020, particularly given the impact of the COVID-19 pandemic noted above.~~2021. All dollar amounts (other than per share amounts) in the following disclosures are in thousands of United States dollars, unless otherwise indicated.

Note 2. Significant accounting policies

~~Assets held for sale~~

We classify a hotel as held for sale in the period during which we have made the decision to dispose of the hotel, a binding agreement to purchase the property has been signed under which the buyer has committed an amount of nonrefundable cash and no significant financing or other contingencies exist which could cause the transaction to not be completed in a timely manner. If these criteria are met, we perform the following steps: recognize an impairment loss if the fair value is lower than the carrying amount of the hotel and related assets; cease recording depreciation expense; and classify the assets and related liabilities as held for sale on the balance sheet. Any asset impairment is recorded within impairment loss in the ~~Condensed Consolidated Statements of Operations~~.

Standards adopted

Standard

Description

Date of Adoption

Effect on the Financial Statements or Other Significant Matters

~~Accounting Standard Update (~~“~~ASU~~”~~) No. 2016-13,~~ ~~Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (as amended by ASU No. 2018-19)~~

This standard amends current guidance on the impairment of financial instruments by adding an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses.

~~January 2020~~

On January 1, 2020, we adopted ASU No. 2016-13. We determine our credit losses by applying an expected loss rate to the outstanding balance of accounts receivable for each of our reportable segments (refer to Note 15) and our corporate entities. The expected loss rates for our reportable segments and corporate entities were determined primarily using historical credit losses, which are not expected to differ from what is currently expected over the life of our trade receivables.

~~The adoption of ASU No. 2016-13 was immaterial to our Condensed Consolidated Financial Statements for the three months ended March 31, 2020.~~

~~Standards not yet adopted~~

~~Standard~~

~~Description~~

~~Date of Adoption~~

~~Effect on the Financial Statements or Other Significant Matters~~

ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

The standard simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities.

January 2021

~~We are in the process of evaluating the impact~~The adoption of ASU No. ~~2019-12. We expect the adoption of this standard to result~~2019-12 resulted in changes to our deferred tax liabilities and deferred income tax expense for our resorts located in the Dominican Republic, which are subject to hybrid tax regimes. We adopted ASU No. 2019-12 on a modified retrospective basis through a $3.4 million cumulative-effect adjustment to opening retained earnings in our Condensed Consolidated Financial Statements for the three months ended March 31, 2021.

Standards not yet adopted

Standard

Description

Date of Adoption

Effect on the Financial Statements or Other Significant Matters

ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

The amendments in this update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

January 2022

We are currently evaluating the impact of ASU No. 2020-04 on the Condensed Consolidated Financial Statements. We may elect to early adopt the standard prior to the discontinuation of one-month LIBOR ~~rates as of December 31, 2021.~~rates.

Note 3. Revenue

The following tables present our revenues disaggregated by geographic segment (refer to discussion of our reportable segments in Note 15)15) ($ in thousands):


	Three Months Ended March 31, 2021
	Yucatán Peninsula		Pacific Coast		Dominican Republic		Jamaica		Other		Total
Package revenue	$	28,870	$	7,552	$	17,463	$	10,009	$	0	$	63,894
Non-package revenue	5,808		1,362		3,432		2,268		125		12,995
Management fees	0		0		0		0		344		344
Cost reimbursements	0		0		0		377		136		513
Total revenue	$	34,678	$	8,914	$	20,895	$	12,654	$	605	$	77,746


	Three Months Ended June 30, 2020																			Three Months Ended March 31, 2020
	Yucatán Peninsula			Pacific Coast			Dominican Republic			Jamaica			Other			Total				Yucatán Peninsula		Pacific Coast		Dominican Republic		Jamaica		Other		Total
Package revenue	$	(165	)	$	(90	)	$	(178	)	$	735		$	—		$	302		Package revenue	$	56,727	$	18,724	$	31,367	$	46,237	$	0	$	153,055
Non-package revenue	187			15			190			(172		)	20			240			Non-package revenue	7,547		3,086		4,265		7,666		14		22,578
Management fees	—			—			—			—			(18		)	(18		)	Management fees	0		0		0		0		645		645
Cost reimbursements	—			—			—			414			44			458			Cost reimbursements	0		0		0		596		354		950
Total revenue	$	22		$	(75	)	$	12		$	977		$	46		$	982		Total revenue	$	64,274	$	21,810	$	35,632	$	54,499	$	1,013	$	177,228

Three Months Ended June 30, 2019

Yucatán
Peninsula

Pacific
Coast

Dominican
Republic
Jamaica Other Total
Package revenue $ 53,460
$ 19,770
$ 18,226
$ 44,639
$ —
$ 136,095
Non-package revenue 8,400
3,155
4,394
8,465
14
24,428
Management fees —
—
—
—
551
551
Cost reimbursements —
—
—
2,588
361
2,949
Total revenue $ 61,860

$ 22,925

$ 22,620

$ 55,692

$ 926

$ 164,023

Six Months Ended June 30, 2020

Yucatán
Peninsula

Pacific
Coast

Dominican
Republic
Jamaica Other Total
Package revenue $ 56,562
$ 18,634
$ 31,189
$ 46,972
$ —
$ 153,357
Non-package revenue 7,734
3,101
4,455
7,494
34
22,818
Management fees —
—
—
—
627
627
Cost reimbursements —
—
—
1,010
398
1,408
Total revenue $ 64,296
$ 21,735
$ 35,644
$ 55,476
$ 1,059
$ 178,210

Six Months Ended June 30, 2019

Yucatán
Peninsula

Pacific
Coast

Dominican
Republic
Jamaica Other Total
Package revenue $ 117,761
$ 42,493
$ 46,750
$ 98,883
$ —
$ 305,887
Non-package revenue 16,239
6,801
8,994
16,859
17
48,910
Management fees —
—
—
—
1,485
1,485
Cost reimbursements —
—
—
2,588
949
3,537
Total revenue $ 134,000
$ 49,294
$ 55,744
$ 118,330
$ 2,451
$ 359,819

Contract assets and liabilities

We do not have any material contract assets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 other than trade and other receivables on our Condensed Consolidated Balance ~~Sheet~~.Sheet. Our receivables are primarily the result of contracts with customers, which are reduced by an allowance for doubtful accounts that reflects our estimate of amounts that will not be collected.

We record contract liabilities when cash payments are received or due in advance of guests staying at our resorts, which are presented as advance deposits (see Note 14)14) within trade and other payables on our Condensed Consolidated Balance ~~Sheet~~.Sheet. Our advanced deposits are generally recognized as revenue within one year.

Note 4. Property and equipment

The balance of property and equipment, net is as follows ($ in thousands):


	As of June 30,			As of December 31,				As of March 31,		As of December 31,
	2020			2019				2021		2020
Property and equipment, gross							Property and equipment, gross
Land, buildings and improvements	$	1,909,979		$	1,976,214		Land, buildings and improvements	$	1,755,739	$	1,863,406
Fixtures and machinery	80,909			81,437
Fixtures and machinery (1)							Fixtures and machinery (1)	79,707		83,802
Furniture and other fixed assets	229,751			228,533			Furniture and other fixed assets	204,046		225,869
Construction in progress	14,850			42,083			Construction in progress	4,853		4,552
Total property and equipment, gross	2,235,489			2,328,267			Total property and equipment, gross	2,044,345		2,177,629
Accumulated depreciation	(430,247		)	(398,353		)	Accumulated depreciation	(414,339)		(450,246)
Total property and equipment, net	$	1,805,242		$	1,929,914		Total property and equipment, net	$	1,630,006	$	1,727,383

________

(1) Includes the gross balance of our financing lease right-of-use asset, which was $2.3 million as of March 31, 2021 and December 31, 2020 (see Note 11).

Depreciation expense for property and equipment was ~~$46.7~~$20.5 million and ~~$47.7 million for the six months ended June 30, 2020 and 2019, respectively, and $22.0 million and $25.6~~$24.7 million for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

For the six months ended June 30, 2020 and 2019, $0 million and $5.0 million of interest expense was capitalized on qualifying assets, respectively. For the three months ended June 30, 2020 and 2019, $0 million and $2.9 million of interest expense was capitalized on qualifying assets, respectively. Interest expense was capitalized using the weighted-average interest rate of the debt.

Sale of assets

On ~~May 22, 2020,~~February 5, 2021, we completed the sale of the ~~Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark,~~Dreams Puerto Aventuras, which ~~were~~was reported ~~within~~in our ~~Jamaica~~Yucatán Peninsula reportable segment, for ~~$60.0~~$34.5 million in cash consideration. Upon ~~classification~~closing of the sale, we received total cash consideration of $34.3 million, after customary closing costs, and recognized a loss of $0.2 million within loss on sale of assets in the Condensed Consolidated Statements of Operations.

Consistent with the terms of our Existing Credit Agreement (as defined in Note 11), we expect that a portion of the net proceeds, after deducting incremental expenses and capital expenditures incurred across our portfolio for up to 24 months following the sale, will be used to prepay our Term Loan in February 2023.

Assets held for sale

On March 31, 2021, we entered into an agreement to sell our equity interest in the Capri Resort, which is reported within our Yucatán Peninsula reportable segment, for $55.0 million in cash consideration. Upon entering into the agreement, we classified the resort and related deferred tax liabilities as held for sale weand recorded an impairment loss of ~~$25.3~~$24.0 million based on the sale price, ~~of the properties,~~ which is considered an observable input other than quoted prices (Level 2) in the U.S. GAAP fair value ~~hierarchy.~~hierarchy (see Note 13). The impairment is recorded within impairment loss in the Condensed Consolidated Statements of ~~Operations. Upon closing, we received total cash consideration of $58.7 million, after customary closing~~Operations. The assets associated with the sale are recorded at fair value less costs ~~and recognized a $1.8 million loss~~to sell within ~~loss on~~assets held for sale ~~of assets~~ in the Condensed Consolidated ~~Statements of Operations~~.

Consistent with terms of our Existing Credit Agreement (as defined in Note 11), a portion of the net proceeds, after deducting incremental expenses and capital expenditures incurred across our portfolio for 18 months following the sale, will be used to prepay our Term Loan in the fourth quarter of 2021.Balance Sheet.

Lessor contracts

We rent certain real estate to third parties for office and retail space within our ~~hotels.~~resorts. Our lessor contracts are considered operating leases and generally have a contractual term of one to three years. The following table presents our rental income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):

Leases Financial Statement Classification Three Months Ended June 30, 2020 Three Months Ended June 30, 2019
Operating lease income ⁽¹⁾
Non-package revenue $ —
$ 1,245


							Three Months Ended March 31,
Leases	Financial Statement Classification	Six Months Ended June 30, 2020		Six Months Ended June 30, 2019		Leases	2021		2020
Operating lease income ⁽¹⁾	Non-package revenue	$	1,146	$	2,716	Operating lease income (1)	$	606	$	1,146

________

⁽¹⁾ ~~Includes~~Our operating lease income, which is recorded within non-package revenue in the Condensed Consolidated Statements of Operations, includes variable lease revenue which is typically calculated as a percentage of our tenant's net sales.

Note 5. Income taxes

We are domiciled in The Netherlands and are taxed in The Netherlands with our other Dutch subsidiaries. Dutch companies are subject to Dutch corporate income tax at a general tax rate of 25%.

~~During~~We continually monitor the first quarter of 2019, we implemented a new transfer pricing policy, where the intercompany pricing mechanics between our entities are based on the return on operating assets per applicable guidelines defined by the Organization for Economic Cooperation and Development. As a result, certainrealizability of our ~~hotel entities that were previously in~~net operating loss ~~positions were expected to be profitable, which resulted in the release of their valuation allowances.~~

~~The~~carryforwards and other deferred tax assets, including any new adverse ~~economic~~ effects of the COVID-19 pandemic (see Note 1) have caused us to reassess our tax positions. Due to the current environment, including the temporary suspension of operations at our hotels, we concluded that the transfer pricing method will not apply for the immediate future, but will resume once operations are normalized.

~~On March 27, 2020, the United States House of Representatives passed the Coronavirus Aid, Relief, and Economic Security Act (The CARES Act), also known as the Third COVID-19 Supplemental Relief Bill,~~ and the ~~President~~timing of reversals of deferred tax liabilities. As a result, we recognized an additional $3.0 million valuation allowance against the ~~United States signed~~deferred tax assets of our Mexico and Jamaica entities during the legislation into law. We analyzed The CARES Act and do not expect the provisions of the legislation to have a significant impact on our effective tax rate or our income tax payable and deferred income tax positions as of June 30, 2020.three months ended March 31, 2021.

For the three months ended ~~June 30, 2020,~~March 31, 2021, our income tax benefit was ~~$14.6~~$2.0 million, compared to ~~a $1.0 million~~an income tax ~~benefit~~provision of $1.1 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The increase in our income tax benefit of ~~$13.6~~$3.1 million was driven primarily by ~~an $8.1~~a $3.5 million increased tax benefit due to lower pre-tax book income from our tax paying entities, a ~~$1.2~~$4.1 million ~~increase in~~increased tax benefit due to impairment on the ~~discrete~~Capri Resort and a $5.7 million increased tax benefit associated with ~~future~~foreign exchange rate fluctuations. These increases in our income tax benefit were partially offset by a $3.0 million increased income tax provision related to valuation allowances recognized for our Jamaica and Mexico entities, a $2.9 million income tax provision for the sale of the Dreams Puerto Aventuras, a $3.3 million decreased discrete tax benefit due to higher deferred tax liabilities of certain Dominican Republic entities and a ~~$5.8~~$1.1 million ~~tax benefit associated with the sale of the Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark. The increased~~decreased income tax benefit ~~was partially offset by an $0.8 million increase in~~related to the Jamaica employment tax ~~expense associated with foreign exchange rate fluctuations and a non-recurring $0.7 million tax benefit from the valuation allowance release during the three months ended June 30, 2019.~~credit.

For the six months ended June 30, 2020, our income tax benefit was $13.5 million, compared to an $11.6 million income tax benefit for the six months ended June 30, 2019. The increase in our income tax benefit of $1.9 million was driven primarily by a $10.0 million increased tax benefit due to lower pre-tax book income from our tax paying entities, a $4.5 million increase in the discrete tax benefit associated with future tax liabilities of certain Dominican Republic entities, and a $5.8 million tax benefit associated with the sale of the Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark. The increased income tax benefit was partially offset by a $3.2 million increase in income tax expense from an immaterial correction of a prior year error, a non-recurring $14.3 million tax benefit from the valuation allowance release during the six months ended June 30, 2019 and an $0.8 million increase in tax expense associated with foreign exchange rate fluctuations.

NaN of our Dominican Republic entities, Playa Romana Mar B.V. and Playa Dominican Resorts B.V., which hold our Hilton La Romana All-Inclusive Resort and Hyatt Ziva and Hyatt Zilara Cap Cana resorts, respectively, were granted 15-year tax exemptions by the Ministry of Finance of the Dominican Republic beginning in 2019. The tax exemption status of Inversiones Vilazul, S.A.S., which holds our Dreams Punta Cana resort, expired on December 31, 2019.

Note 6.6. Related party transactions

Relationship with Hyatt

Hyatt Hotels Corporation (“Hyatt”) is considered a related party due to its ownership of our ordinary shares by its affiliated entities and representation on our Board of Directors. We pay Hyatt fees associated with the franchise agreements of our resorts operating under the all-ages Hyatt Ziva and adults-only Hyatt Zilara brands and receive reimbursements for guests that pay for their stay using the World of Hyatt^® guest loyalty program.

Relationship with Sagicor

Sagicor ~~Group Jamaica~~Financial Corporation Limited ~~(“Sagicor”~~and its affiliated entities (collectively “Sagicor”) is considered a related party due to its ownership of our ordinary shares ~~by its affiliated entities~~ and representation on our Board of Directors. We pay Sagicor for insurance coverage for ~~some~~one of our Jamaica properties. Sagicor is also a part owner of the Jewel Grande Montego Bay Resort & Spa and compensates us as manager of the property.

Relationship with ~~Sabre~~Davidson Kempner Capital Management L.P.

~~We have a service agreement with Sabre Hospitality Solutions (“Sabre”), a division~~Davidson Kempner Capital Management L.P. (DKCM) is the investment manager of ~~Sabre GLBL Inc., for use of a central reservation~~multiple affiliated funds and ~~direct booking system. Sabre also provides call center services. Sabre~~ is considered a related party ~~as a member~~due to the funds' ownership of our ~~Board~~ordinary shares following the equity raise in January 2021 (see Note 8). The affiliated funds managed by DKCM are also the lenders to our Property Loan and Additional Credit Facility, which consists of ~~Directors serves on~~our Term A1, Term A2 and Term A3 loans (see Note 11). We pay DKCM periodic interest payments related to the ~~board of Sabre Corporation, the parent company of Sabre GLBL Inc.~~outstanding debt.

Lease with our Chief Executive Officer

One of our offices is owned by our Chief Executive Officer and we sublease the space at that location from a third party.

Transactions with related parties

Transactions between us and related parties during the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows ($ in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended March 31,
Related Party	Transaction	2020		2019		2020		2019		Related Party	Transaction	2021		2020
Hyatt	Franchise fees ⁽¹⁾	$	1,048	$	4,902	$	6,564	$	9,538	Hyatt	Franchise fees (1)	$	3,516	$	5,516
Sagicor	Insurance premiums ⁽¹⁾	$	119	$	380	$	533	$	1,131	Sagicor	Insurance premiums (1)	$	155	$	414
Sagicor	Cost reimbursements	$	442	$	2,807	$	1,164	$	2,807	Sagicor	Cost reimbursements	$	430	$	722
Sabre	Booking and call center services ⁽²⁾	$	60	$	—	$	274	$	—
Chief Executive Officer	Lease expense ⁽²⁾	$	196	$	206	$	378	$	352	Chief Executive Officer	Lease expense (2)	$	228	$	182
DKCM										DKCM	Interest expense	$	5,404	$	0

________


(1)Included in direct expense in the Condensed Consolidated Statements of Operations with the exception of certain immaterial fees associated with the Hyatt franchise agreements, which are included in selling, general, and administrative expense. (2)Included in selling, general, and administrative expense in the Condensed Consolidated Statements of Operations. ⁽¹⁾	~~Included in direct expense in the~~ ~~Condensed Consolidated Statements of Operations~~ ~~with the exception of certain immaterial fees associated with the Hyatt franchise agreements, which are included in selling, general, and administrative expense.~~


⁽²⁾	~~Included in selling, general, and administrative expense in the~~ ~~Condensed Consolidated Statements of Operations~~.

Note 7.7. Commitments and contingencies

We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, and workers’ compensation and other employee claims. Most occurrences involving liability and claims of negligence are covered by insurance with solvent insurance carriers. We recognize a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our Condensed Consolidated Financial Statements.

The Dutch corporate income tax act provides the option of a fiscal unity, which is a consolidated tax regime wherein the profits and losses of group companies can be offset against each other. Our Dutch companies file as a fiscal unity, with the exception of Playa Romana B.V., Playa Romana Mar B.V. and Playa Hotels & Resorts N.V. Playa Resorts Holding B.V. is the head of our Dutch fiscal unity and is jointly and severally liable for the tax liabilities of the fiscal unity as a whole.

Note 8. Ordinary shares

On December 14, 2018, our Board of Directors authorized the repurchase of up to $100.0 million of our outstanding ordinary shares as market conditions and our liquidity warrant. The repurchase program is subject to certain limitations under Dutch law, including existing, repurchase authorization granted by our shareholders. Repurchases may be made from time to time in the open market, in privately negotiated transactions or by other means (including Rule 10b5-1 trading plans). Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. During the three months ended June 30, 2020, we did 0t purchase any ordinary shares under the repurchase program.

~~On June 12, 2020,~~January 11, 2021, we issued ~~4,878,049~~28,750,000 ordinary shares with a par value of €0.10 per share in ~~a private placement exempt from registration under the Securities Act of 1933, as amended, in~~ connection with ~~our capital raising efforts.~~a public equity offering. We received ~~$19.6~~$137.7 million in cash consideration, ~~after~~net of underwriting discounts and customary closing costs.

As of ~~June 30, 2020,~~March 31, 2021, our ordinary share capital consisted of ~~134,485,477~~164,029,575 ordinary shares outstanding, which have a par value of €0.10 per share. In addition, ~~3,505,051~~4,431,295 restricted shares and performance share awards and ~~22,656~~29,168 restricted share units were outstanding under the 2017 Plan (as defined in Note 9)9). The holders of restricted shares and performance share awards are entitled to vote, but not dispose of, such shares until they vest. The holders of restricted share units are neither entitled to vote nor dispose of such shares until they vest.

Note 9.9. Share-based compensation

We adopted our 2017 Omnibus Incentive Plan (the “2017 Plan”) to attract and retain independent directors, executive officers and other key employees and service providers. As of ~~June 30, 2020,~~March 31, 2021, there were ~~6,226,580~~4,833,991 shares available for future grants under the 2017 Plan.

Restricted share awards consist of restricted shares and restricted share units that are granted to eligible employees, executives, and board members and consist of ordinary shares (or the right to receive ordinary shares).

A summary of our restricted share awards from January 1, ~~2020~~2021 to ~~June 30, 2020~~March 31, 2021 is as follows:

Number of Shares Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2020 2,157,336
$ 9.03
Granted 1,076,619
7.92
Vested (838,553 ) 8.97
Forfeited (68,409 ) 8.95
Unvested balance at June 30, 2020 2,326,993
$ 8.54


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2021	2,225,139	$	8.53
Granted	1,925,298	5.45
Vested	(717,493)	8.22
Forfeited	0	0
Unvested balance at March 31, 2021	3,432,944	$	6.87

Performance share awards consist of ordinary shares that may become earned and vested at the end of a three-year performance period based on the achievement of performance targets adopted by our Compensation Committee. On January 4, 2021, we issued 1,027,519 performance share awards with market conditions where 50% of the performance awards will vest based on the total shareholder return of our ordinary shares relative to those of our peer group (“Relative TSR Awards”) and 50% will vest based on the compound annual growth rate of the price of our ordinary shares (“Absolute TSR Awards”). The Relative TSR Awards and Absolute TSR Awards may vest between 0% and 150% of target and up to 100% of target, respectively.

The table below summarizes the key inputs used in the Monte-Carlo simulation to determine the grant date fair value of ~~the total shareholder return~~our performance share awards ($ in thousands):

Performance Award Grant Date Percentage of Total Award Grant Date Fair Value by Component
Volatility ⁽¹⁾

Interest
Rate ⁽²⁾
Dividend Yield
January 2, 2020
Total Shareholder Return 50 % $ 1,334
24.87 % 1.58 % — %
Adjusted EBITDA Comparison 50 % $ 2,187
— % — % — %


Performance Award Grant Date	Percentage of Total Award		Grant Date Fair Value by Component		Volatility (1)		Interest Rate (2)		Dividend Yield
January 4, 2021
Peer Shareholder Return	50	%	$	3,088	57.69	%	0.16	%	0	%
Growth Rate	50	%	$	2,230	57.69	%	0.16	%	0	%

________

⁽¹⁾ Expected volatility was determined based on the historical share prices in our industry.

⁽²⁾ The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the remaining term of the measurement period.

A summary of our performance share awards from January 1, ~~2020~~2021 to ~~June 30, 2020~~March 31, 2021 is as follows:

Number of Shares Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2020 913,407
$ 7.22
Granted 552,395
6.38
Forfeited (265,088 ) 7.99
Unvested balance at June 30, 2020 1,200,714
$ 6.66


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2021	0	$	0
Granted	1,027,519	5.18

Unvested balance at March 31, 2021	1,027,519	$	5.18

Note 10. Earnings per share

Basic and diluted earnings or losses per share (“EPS”) are as follows ($ in thousands, except share data):


	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended March 31,
	2020			2019		2020			2019			2021		2020
Numerator											Numerator
Net (loss) income	$	(87,458	)	$	1,040	$	(110,014	)	$	44,028
Net loss											Net loss	$	(69,745)	$	(22,556)
Denominator											Denominator
Denominator for basic EPS - weighted-average number of shares outstanding	130,466,383			130,421,695		129,876,545			130,480,549		Denominator for basic EPS - weighted-average number of shares outstanding	160,827,261		129,286,708
Effect of dilutive securities											Effect of dilutive securities
Unvested restricted share awards	—			393,482		—			308,918		Unvested restricted share awards	0		0
Denominator for diluted EPS - adjusted weighted-average number of shares outstanding	130,466,383			130,815,177		129,876,545			130,789,467		Denominator for diluted EPS - adjusted weighted-average number of shares outstanding	160,827,261		129,286,708

EPS - Basic	$	(0.67	)	$	0.01	$	(0.85	)	$	0.34	EPS - Basic	$	(0.43)	$	(0.17)
EPS - Diluted	$	(0.67	)	$	0.01	$	(0.85	)	$	0.34	EPS - Diluted	$	(0.43)	$	(0.17)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, 1,027,519 and 1,200,714 shares of unvested performance-based equity awards, respectively, were not included in the computation of diluted EPS after assumed conversions as ~~the~~their effect would have been anti-dilutive. The performance ~~criteria~~targets of our unvested performance-based equity awards were partially achieved as of March 31, 2021, but were not met as of the end of the respective reporting period. For the three and six months ended June 30, 2019, 781,045 shares of unvested performance-based equity awards were not included in the computation of diluted EPS after assumed conversions as the performance criteria were not met as of the end of the respective reporting period.March 31, 2020.

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, ~~2,326,993~~3,432,944 and 2,711,789 shares of unvested restricted share awards were not included in the computation of diluted EPS as their effect would have been anti-dilutive. For the three and six months ended June 30, 2019, 273,811 and 312,424 shares of unvested restricted share awards, respectively, were not included in the computation of diluted EPS as their effect would have been anti-dilutive.

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ outstanding earnout warrants to acquire a total of 2,987,770 ordinary shares were not included in the computation of diluted EPS after assumed conversions because the warrants were not exercisable as of the end of the respective reporting period.

Note 11.11. Debt

Our debt consists of the following ($ in thousands):


			Outstanding Balance as of
	Interest Rate	Maturity Date	March 31, 2021		December 31, 2020
Revolving Credit Facilities
Revolving Credit Facility (1)	LIBOR + 3.00% LIBOR + 4.00%	April 27, 2022 ($17.0 million) January 27, 2024 ($68.0 million)	$	0	$	84,667

Senior Secured Credit Facilities
Term Loan (2)	LIBOR + 2.75%	April 27, 2024	$	973,823	$	976,348
Term A1 Loan	11.4777%	April 27, 2024	35,000		35,000
Term A2 Loan	11.4777%	April 27, 2024	31,000		31,000
Term A3 Loan (3)	LIBOR + 3.00%	April 27, 2024	28,000		28,000
Total Term Loans (at stated value)			1,067,823		1,070,348
Unamortized discount			(1,533)		(1,658)
Unamortized debt issuance costs			(5,571)		(6,015)
Total Term Loans, net			$	1,060,719	$	1,062,675

Property Loan
Property Loan (at stated value)	9.25%	July 1, 2025	$	110,000	$	110,000
Unamortized discount			(3,751)		(3,960)
Unamortized debt issuance costs			(4,176)		(4,409)
Total Property Loan, net			$	102,073	$	101,631

Financing lease obligations			$	2,271	$	2,294

Total debt, net			$	1,165,063	$	1,251,267

Outstanding Balance as of
Interest Rate Maturity Date June 30, 2020 December 31, 2019
Revolving Credit Facilities
Revolving Credit Facility ⁽¹⁾
LIBOR + 3.00% April 27, 2022 $ 84,667
$ 60,000

Senior Secured Credit Facilities
Term Loan ⁽²⁾
LIBOR + 2.75% April 27, 2024 $ 981,398
$ 986,448
Term A1 Loan 11.4777% April 27, 2024 35,000
—
Term A2 Loan 11.4777% April 27, 2024 31,000
—
Term A3 Loan ⁽³⁾
LIBOR + 3.00% April 27, 2024 28,000
—
Total Term Loans (at stated value) 1,075,398
986,448
Unamortized discount (1,914 ) (2,168 )
Unamortized debt issuance costs (6,975 ) (3,622 )
Total Term Loans, net $ 1,066,509
$ 980,658

Property Loan
Property Loan (at stated value) 9.25% July 1, 2025 $ 110,000
$ —
Unamortized discount (4,400 ) —
Unamortized debt issuance costs (4,899 ) —
Total Property Loan, net $ 100,701
$ —

Total debt, net $ 1,251,877
$ 1,040,658
________

(1)Undrawn balances bear interest between 0.25% to 0.5% depending on certain leverage ratios. We had available balances of $85.0 million and $0.3 million as of March 31, 2021 and December 31, 2020, respectively. The weighted-average interest rate on the outstanding balance of our Revolving Credit Facility was 3.15% as of December 31, 2020.

(2)One-month London Interbank Offered Rate (“LIBOR”) is subject to a 1.0% floor. The interest rate was 3.75% as of both March 31, 2021 and December 31, 2020. Our 2 interest rate swaps fix LIBOR at 2.85% on $800.0 million of our Term Loan (see Note 12).

(3)LIBOR rate is subject to a 1.0% floor. The interest rate was 4.00% as of both March 31, 2021 and December 31, 2020.

~~________~~


⁽¹⁾	Undrawn balances bear interest between 0.5% to 0.25% depending on certain leverage ratios. We had available balances of $0 million and $40.0 million as of June 30, 2020 and December 31, 2019, respectively. The weighted-average interest rate on the outstanding balance of our Revolving Credit Facility was 3.18% and 4.72% as of June 30, 2020 and December 31, 2019, respectively.


⁽²⁾	One-month London Interbank Offered Rate (“LIBOR”) rate is subject to a 1.0% floor. The interest rate was 3.75% and 4.55% as of June 30, 2020 and December 31, 2019, respectively. Our 2 interest rate swaps fix LIBOR at 2.85% on $800.0 million of our Term Loan (see ~~Note 12~~).


⁽³⁾	~~LIBOR rate is subject to a 1.0% floor. The interest rate was 4.00% as of June 30, 2020.~~

~~Fourth~~Fifth Amendment to Amended and Restated Credit Agreement

On ~~June 12, 2020,~~February 5, 2021, we entered into the ~~Fourth~~Fifth Amendment to the Amended & Restated Credit Agreement (the ~~“Fourth~~“Fifth Amendment”, and collectively with the unamended terms of the Senior Secured Credit Facility, the “Existing Credit Agreement”). The terms of the Senior Secured Credit Facility remain in effect except for the following terms modified by the ~~Fourth~~Fifth Amendment:


i.	~~replace the total net leverage ratio requirement of the financial covenant with a minimum liquidity test until September 30, 2021 (the “Relief Period”);~~


~~ii.~~	~~modify the financial covenant for certain test dates after the Relief Period; and~~


~~iii.~~	~~add certain restrictions on, among other things, the incurrence of additional debt and making of investments, dispositions and restricted payments during the Relief Period.~~

i.extend the maturity date for $68.0 million of the $85.0 million revolving credit facility through January 2024. The remaining $17.0 million matures in April 2022;

ii.repaid the $84.7 million outstanding balance on our Revolving Credit Facility as a condition to maturityextension;

iii.increase the interest rate on the extended portion of our revolving credit facility to LIBOR plus an applicable margin of 4.00%;

iv.extend the replacement of the total net leverage ratio requirement of the financial covenant with a minimum liquidity balance through March 31, 2022 (the “Relief Period”);

v.further modify the financial covenant for certain test dates after the Relief Period; and

vi.add certain restrictions on, among other things, the incurrence of additional debt and making of investments, dispositions and restricted payments during the Relief Period and thereafter.

Second Amendment to Additional Credit Facility

On ~~June 12, 2020,~~February 5, 2021, we entered into ~~an additional senior secured credit facility with an average interest rate of 9.25% that matures on April 27, 2024 and ranks pari passu with~~ the ~~Existing Credit Agreement (the “Additional Credit Facility”). The Additional Credit Facility consists of the following term loans:~~


i.	~~$35.0 million term loan at fixed rate of 11.4777% (the “Term A1 Loan”);~~


~~ii.~~	~~$31.0 million term loan at fixed rate of 11.4777% (the “Term A2 Loan”); and~~


~~iii.~~	~~$28.0 million term loan at our option of either a base rate plus a margin of 2.00% or LIBOR plus 3.00% (the “Term A3 Loan”). Term A3 Loan is a Eurocurrency loan subject~~Second Amendment to ~~a 1.0% LIBOR floor consistent with the Existing Credit Agreement.~~

~~We intend to use the proceeds from~~ the Additional Credit Facility ~~for general corporate purposes.~~(the “Second Amendment”). The ~~obligations under the Additional Credit Facility are collateralized in a manner that is substantially identical to the Existing Credit Agreement.~~

Prior to the maturity date, the Additional Credit Facility does not require principal payments, but does include mandatory prepayment requirements for the Term A3 Loan that are consistent with the Existing Credit Agreement. Mandatory prepayments are required for certain asset sales, casualty events and condemnation events (the “Triggering Events”) that are not reinvested in our business where our total net leverage ratio is above 4.00x. We may not voluntarily prepay any portionterms of the Additional Credit Facility ~~prior to June 2023 without paying a make-whole premium equal to 100% of~~remain in effect except for the interest that would have otherwise accrued from the date of such payment through June 2022 plus 50% of the interest that otherwise would have accrued from June 2022 to June 2023. Subsequent to June 2023, we may prepay any portion of the Additional Credit Facility without penalty.

In connection with the Additional Credit Facility, we terminated the remaining $15.0 million of unused capacity of our Revolving Credit Facility under the Existing Credit Agreement. The Additional Credit Facility contains covenants, including a springing financial maintenance covenant, identical to those contained in the Existing Credit Agreement.

~~Property Loan Agreement~~

i.extend the Relief Period through March 31, 2022;

ii.further modify the financial covenant for certain test dates after the Relief Period; and

iii.add certain restrictions on, among other things, the incurrence of ~~our Hyatt Ziva~~additional debt and ~~Hyatt Zilara Cap Cana properties located in~~making of investments, dispositions and restricted payments during the ~~Dominican Republic~~Relief Period and the Hilton Rose Hall Resort & Spa located in Jamaica (collectively the “Properties”). We intend to use the proceeds of the Property Loan to finance the operation and management of the Properties and for general corporate purposes.

During the term of the Property Loan, we are required to deposit certain cash reserves including reserves for operating expenses, debt service and certain property improvement plan required work. We will continue to fund the reserves until the Properties achieve a debt service coverage ratio of 1.50x for 2 consecutive calendar quarters. These reserves are presented as restricted cash on our ~~Condensed Consolidated Balance Sheet, which had a balance of $27.9 million as of June 30, 2020.~~thereafter.

Financial maintenance covenants

We were in compliance with all applicable covenants as of ~~June 30, 2020. See a~~March 31, 2021. A summary of our applicable covenants and restrictions ~~below:~~is as follows:



Debt						Covenant Terms
Existing Credit Agreement						We are required to maintain a minimum liquidity balance of $60.0 million through the Relief Period. If we have more than 35% drawn on the Revolving Credit Facility for periods subsequent to ~~June 30,~~December 31, 2021, we will be subject to the following total net leverage ratio requirements: ▪ 6.50x for the period ended ~~September 30, 2021;~~March 31, 2022; ▪ 6.00x for the period ended ~~December 31, 2021;~~June 30, 2022; and ▪ 4.75x for periods thereafter.
Term A1 Loan						Same terms as the Existing Credit Agreement.
Term A2 Loan						No applicable debt covenants.
Term A3 Loan						No applicable debt covenants.
Property Loan						No applicable debt covenants other than the requirement to maintain a cash reserve until the Properties achieve a debt service coverage ratio of 1.50x for ~~two~~2 consecutive quarters.

Note 12.12. Derivative financial instruments

~~Interest rate swaps~~

Effective March 29, 2018, we entered into 2 interest rate swaps to mitigate the interest rate risk inherent to our floating rate debt. The interest rate swaps are not for trading purposes and have fixed notional values of $200.0 million and $600.0 million. The fixed rate paid by us is 2.85% and the variable rate received resets monthly to the one-month LIBOR rate, which results in us fixing LIBOR at 2.85% on $800.0 million of our Term Loan. The interest rate swaps mature on March 31, 2023.

~~On March 20, 2019, we elected to adopt hedge accounting and designate our~~Our interest rate swaps are designated as cash flow ~~hedges. Prior to our adoption of hedge accounting, the change in fair value of our interest rate swaps was recognized through interest expense in the~~ ~~Condensed Consolidated Statements of Operations. Following the adoption, the change in the fair value of our interest rate swaps that qualifies as effective cash flow~~ hedges, ~~was recorded through other comprehensive loss (“OCI”) in the~~ ~~Condensed Consolidated Statements of Comprehensive (Loss) Income. Unrealized gains and losses in accumulated other comprehensive loss (“AOCI”)~~but are ~~reclassified to interest expense as interest payments are made on our variable rate debt. On February 29, 2020, our interest rate swaps were~~deemed ineffective due to the decrease in interest ~~rates and all subsequent~~rates. All changes in fair value ~~were~~are recognized through interest expense in the Condensed Consolidated Statements of ~~Operations~~.Operations.

The following tables present the effect of our interest rate swaps, net of tax, in the Condensed Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss and Condensed Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):


	2021		2020
AOCI from our cash flow hedges as of January 1	$	26,369	$	20,164
Change in fair value	0		16,956
Reclassification from AOCI to interest expense	(2,894)		(1,908)
OCI related to our cash flow hedges for the three months ended March 31	(2,894)		15,048
AOCI from our cash flow hedges as of March 31	$	23,475	$	35,212

2020 2019
AOCI from our cash flow hedges as of January 1 $ 20,164
$ —
Change in fair value 16,956
5,834
Reclassification from AOCI to interest expense (1,908 ) 24
OCI related to our cash flow hedges for the three months ended March 31 15,048
5,858
Change in fair value —
14,648
Reclassification from AOCI to interest expense ⁽¹⁾
(2,926 ) 136
OCI related to our cash flow hedges for the three months ended June 30 (2,926 ) 14,784
AOCI from our cash flow hedges as of June 30 $ 32,286
$ 20,642
________

~~________~~

⁽¹⁾As of ~~June 30, 2020,~~March 31, 2021, the total amount expected to be reclassified from AOCI to interest expense during the next twelve months is $11.7 million.


Derivative Liabilities for Ineffective Hedges	Financial Statement Classification	Three Months Ended March 31,
		2021		2020
Interest rate swaps (1)	Interest expense	$	2,811	$	8,729

Derivative Liabilities for Ineffective Hedges Financial Statement Classification Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
Interest rate swaps ⁽¹⁾
Interest expense $ 9,774
$ —
$ 18,503
$ 2,715
________

~~________~~

⁽¹⁾Includes the change in fair value of our interest rate swaps and the cash interest paid for the monthly settlements of the derivative.

The following tables present the effect of our interest rate swaps in the Condensed Consolidated Balance Sheet as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 ($ in thousands):


Derivative Liabilities for Ineffective Hedges	Financial Statement Classification	As of March 31,		As of December 31,
		2021		2020
Interest rate swaps	Derivative financial instruments	$	40,811	$	46,340

Derivative Liabilities for Effective Hedges Financial Statement Classification As of June 30, As of December 31,
2020 2019
Interest rate swaps Derivative financial instruments $ —
$ 31,932

Derivative Liabilities for Ineffective Hedges Financial Statement Classification As of June 30, As of December 31,
2020 2019
Interest rate swaps Derivative financial instruments $ 55,477
$ —

Derivative financial instruments expose us to credit risk in the event of non-performance by the counterparty under the terms of the interest rate swaps. We incorporate these counterparty credit risks in our fair value measurements (see Note 13)13) and believe we minimize this credit risk by transacting with major creditworthy financial institutions.

Note 13.13. Fair value of financial instruments

The objective of a fair value measurement is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. U.S. GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of observability of inputs used in measuring fair value as follows:

•Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

•Level 2: Unadjusted quoted prices for similar assets or liabilities in active markets, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

•Level 3: Inputs are unobservable and reflect our judgments about assumptions that market participants would use in pricing an asset or liability.

We believe the carrying value of our financial instruments, excluding our debt, approximate their fair values as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. We did not have any Level 3 instruments during any of the periods presented in our Condensed Consolidated Financial Statements.

The following table presents our fair value hierarchy for our financial liabilities measured at fair value on a recurring basis as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 ($ in thousands):


	June 30, 2020		Level 1		Level 2		Level 3			March 31, 2021		Level 1		Level 2		Level 3
Fair value measurements on a recurring basis									Fair value measurements on a recurring basis
Interest rate swap	$	55,477	$	—	$	55,477	$	—	Interest rate swap	$	40,811	$	0	$	40,811	$	0


	December 31, 2020		Level 1		Level 2		Level 3
Fair value measurements on a recurring basis
Interest rate swap	$	46,340	$	0	$	46,340	$	0

The following table presents our fair value hierarchy for our financial assets measured at fair value on a nonrecurring basis as of March 31, 2021 ($ in thousands):


	March 31, 2021		Level 1		Level 2		Level 3
Fair value measurements on a nonrecurring basis
Impaired long-lived assets (1)	$	55,000	$	0	$	55,000	$	0

December 31, 2019 Level 1 Level 2 Level 3
Fair value measurements on a recurring basis
Interest rate swap $ 31,932
$ —
$ 31,932
$ —
________

(1) On March 31, 2021, we recorded an impairment loss of $24.0 million based on the sale price of the Capri Resort, which we consider an observable input other than quoted prices. Refer to further discussion of the sale in Note 4.

The following tables present our fair value hierarchy for our financial liabilities not measured at fair value as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 ($ in thousands):


	Carrying Value		Fair Value
	As of March 31, 2021		Level 1		Level 2		Level 3
Financial liabilities not recorded at fair value
Term Loan	$	969,728	$	0	$	0	$	952,973

Term A1 Loan	33,879		0		0		35,433
Term A2 Loan	30,008		0		0		31,383
Term A3 Loan	27,104		0		0		27,645
Property Loan	102,073		0		0		111,985
Total liabilities	$	1,162,792	$	0	$	0	$	1,159,419


	Carrying Value		Fair Value							Carrying Value		Fair Value
	As of June 30, 2020		Level 1		Level 2		Level 3			As of December 31, 2020		Level 1		Level 2		Level 3
Financial liabilities not recorded at fair value									Financial liabilities not recorded at fair value
Term Loan	$	976,286	$	—	$	—	$	876,693	Term Loan	$	971,920	$	0	$	0	$	936,799
Revolving Credit Facility	84,667		—		—		84,802		Revolving Credit Facility	84,667		0		0		84,769
Term A1 Loan	33,593		—		—		35,201		Term A1 Loan	33,792		0		0		35,182
Term A2 Loan	29,754		—		—		31,178		Term A2 Loan	29,930		0		0		31,161
Term A3 Loan	26,876		—		—		29,040		Term A3 Loan	27,033		0		0		28,028
Property Loan	100,701		—		—		110,176		Property Loan	101,631		0		0		109,871
Total liabilities	$	1,251,877	$	—	$	—	$	1,167,090	Total liabilities	$	1,248,973	$	0	$	0	$	1,225,810

Carrying Value Fair Value
As of December 31, 2019 Level 1 Level 2 Level 3
Financial liabilities not recorded at fair value
Term Loan $ 980,658
$ —
$ —
$ 983,214
Revolving Credit Facility 60,000
—
—
60,000
Total liabilities $ 1,040,658
$ —
$ —
$ 1,043,214

The following table summarizes the valuation techniques used to estimate the fair value of our financial instruments measured at fair value on a recurring basis and our financial instruments not measured at fair value:


		Valuation Technique
	~~Valuation Technique~~
Financial instruments recorded at fair value
Interest rate swaps		The fair value of the interest rate swaps is estimated based on the expected future cash flows by incorporating the notional amount of the swaps, the contractual period to maturity, and observable market-based inputs, including interest rate curves. The fair value also incorporates credit valuation adjustments to appropriately reflect nonperformance risk. The fair value of our interest rate swaps is largely dependent on forecasted LIBOR as of the measurement date. If, in subsequent periods, forecasted LIBOR exceeds 2.85% we will recognize a gain and future cash inflows. Conversely, if forecasted LIBOR falls below 2.85% in subsequent periods we will recognize a loss and future cash outflows.
Financial instruments not recorded at fair value
Term Loans and Property Loan		The fair value of our Term Loans and Property Loan are estimated using cash flow projections over the remaining contractual period by applying market forward rates and discounting back at the appropriate discount rate.
Revolving Credit Facility		The valuation technique of our Revolving Credit Facility is consistent with our Term Loans. The fair value of the Revolving Credit Facility generally approximates its carrying value as the expected term is significantly shorter in duration.

Note 14.14. Other balance sheet items

Trade and other receivables, net

The following summarizes the balances of trade and other receivables, net as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 ($ in thousands):


	As of June 30,			As of December 31,				As of March 31,		As of December 31,
	2020			2019				2021		2020
Gross trade and other receivables ⁽¹⁾	$	27,447		$	73,015		Gross trade and other receivables (1)	$	29,939	$	28,346
Allowance for doubtful accounts ⁽²⁾	(580		)	(1,765		)	Allowance for doubtful accounts (2)	(2,856)		(2,913)
Total trade and other receivables, net ⁽³⁾	$	26,867		$	71,250
Total trade and other receivables, net							Total trade and other receivables, net	$	27,083	$	25,433

________

(1) The opening balance as of January 1, 2020 was $73.0 million.

(2) ~~________~~We recognized an additional $3.1 million in bad debt expense during the year ended December 31, 2020 primarily as result of the negative effects of COVID-19.


⁽¹⁾	~~Includes $3.0 million in receivables related to business interruption insurance claims as of June 30, 2020. There were 0 such receivables as of December 31, 2019.~~


⁽²⁾	~~We recognized an additional $0.8 million in bad debt expense during the year ended~~ ~~December 31, 2019~~ ~~as a result of the bankruptcy of Thomas Cook, one of our travel partners.~~


⁽³⁾	~~The opening balance as of~~ ~~January 1, 2019~~ ~~was $64.8 million.~~

We have not experienced any significant write-offs to our accounts receivable during the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.

Prepayments and other assets

The following summarizes the balances of prepayments and other assets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 ($ in thousands):


	As of March 31,		As of December 31,
	2021		2020
Advances to suppliers	$	6,111	$	8,748
Prepaid income taxes	11,389		12,731
Prepaid other taxes (1)	13,204		14,033
Operating lease right-of-use assets	4,075		4,263
Contract deposit (2)	2,700		2,700
Other assets	4,572		5,163
Total prepayments and other assets	$	42,051	$	47,638

As of June 30, As of December 31,
2020 2019
Advances to suppliers $ 9,479
$ 7,865
Prepaid income taxes 11,352
12,412
Prepaid other taxes ⁽¹⁾
11,829
11,156
Right of use assets 5,285
5,673
Contract deposit ⁽²⁾
2,700
2,700
Other assets 5,318
4,885
Total prepayments and other assets $ 45,963
$ 44,691
________

~~________~~

⁽¹⁾ Includes recoverable value-added tax, general consumption tax and other sales tax accumulated by our Mexico, Jamaica, Netherlands and Dominican Republic entities.

⁽²⁾ Represents a cash deposit related to the Sanctuary Cap Cana management contract. ~~The~~Subsequent to March 31, 2021, we entered into an agreement to classify this deposit will be used towards a purchase of a partial interest in Sanctuary Cap Cana if we are able to agree on terms. If the purchase is not completed, this amount, together with an additional $0.8 million due, will be treated as key money.

Goodwill

The gross carrying values and accumulated impairment losses of goodwill by reportable segment (refer to discussion of our reportable segments in Note 15)15) as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 are as follows ($ in thousands):

Yucatán Peninsula Pacific Coast Dominican Republic Jamaica Total
Balance at December 31, 2019
Gross carrying value $ 51,731
$ —
$ —
$ 32,776
$ 84,507
Accumulated impairment losses (6,168 ) —
—
—
(6,168 )
Net carrying value 45,563
—
—
32,776
78,339

Activity during the year
Impairment losses —
—
—
(16,173 ) (16,173 )

Balance at June 30, 2020
Gross carrying value 51,731
—
—
32,776
84,507
Accumulated impairment losses (6,168 ) —
—
(16,173 ) (22,341 )
Net carrying value $ 45,563
$ —
$ —
$ 16,603
$ 62,166


	Yucatán Peninsula		Pacific Coast		Dominican Republic		Jamaica		Total
Balance at December 31, 2020
Gross carrying value	$	51,731	$	0	$	0	$	35,879	$	87,610
Accumulated impairment losses	(6,168)		0		0		(19,788)		(25,956)
Net carrying value	45,563		0		0		16,091		61,654

Activity during the period
Impairment losses	0		0		0		0		0

Balance at March 31, 2021
Gross carrying value	51,731		0		0		35,879		87,610
Accumulated impairment losses	(6,168)		0		0		(19,788)		(25,956)
Net carrying value	$	45,563	$	0	$	0	$	16,091	$	61,654

As a result of COVID-19 and the temporary suspension of operations at our resorts (see Note 1), the forecasted future cash flows of our reporting units materially decreased during the first ~~and second~~ quarter of 2020. We performed an interim quantitative impairment analysis as of March 31, 2020 and recognized ~~$16.2 million of~~ goodwill impairment losses at the following reporting units ~~within impairment loss in the~~ ~~Condensed Consolidated Statements of Operations~~ for the three months ended March 31, 2020 as we determined that their carrying values exceeded their fair value ($ in thousands):

Reporting Unit Reportable Segment Impairment Loss
Jewel Runaway Bay Beach Resort & Waterpark Jamaica $ 6,946
Jewel Dunn’s River Beach Resort & Spa Jamaica $ 5,126
Jewel Paradise Cove Beach Resort & Spa Jamaica $ 4,101


Reporting Unit	Reportable Segment	Impairment Loss
Jewel Runaway Bay Beach Resort & Waterpark	Jamaica	$	6,946
Jewel Dunn’s River Beach Resort & Spa	Jamaica	$	5,126
Jewel Paradise Cove Beach Resort & Spa	Jamaica	$	4,101

We recognized 0 ~~additional~~ goodwill impairment losses on our reporting units ~~based on our interim quantitative impairment analysis as of June 30, 2020.~~during the three months ended March 31, 2021.

Other intangible assets

Other intangible assets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 consisted of the following ($ in thousands):


	As of March 31,		As of December 31,
	2021		2020
Gross carrying value
Casino and other licenses (1)	$	875	$	875
Management contract	1,900		1,900
Enterprise resource planning system (2)	6,106		6,047
Other	4,206		4,238
Total gross carrying value	13,087		13,060

Accumulated amortization
Management contract	(261)		(238)
Enterprise resource planning system (2)	(1,310)		(1,125)
Other	(3,213)		(3,141)
Total accumulated amortization	(4,784)		(4,504)

Net carrying value
Casino and other licenses (1)	875		875
Management contract	1,639		1,662
Enterprise resource planning system (2)	4,796		4,922
Other	993		1,097
Total net carrying value	$	8,303	$	8,556

As of June 30, As of December 31,
2020 2019
Gross carrying value
Casino and other licenses ⁽¹⁾
$ 875
$ 875
Management contract 1,900
1,900
Enterprise resource planning system ⁽²⁾
5,544
5,187
Other 3,802
3,346
Total gross carrying value 12,121
11,308

Accumulated amortization
Management contract (190 ) (143 )
Enterprise resource planning system ⁽²⁾
(763 ) (437 )
Other (2,613 ) (2,320 )
Total accumulated amortization (3,566 ) (2,900 )

Net carrying value
Casino and other licenses ⁽¹⁾
875
875
Management contract 1,710
1,757
Enterprise resource planning system ⁽²⁾
4,781
4,750
Other 1,189
1,026
Total net carrying value $ 8,555
$ 8,408
________

(1) Our casino and other licenses have indefinite lives. Accordingly, there is no associated amortization expense or accumulated amortization.

(2) ~~________~~Represents software development costs incurred to develop and implement SAP as our integrated enterprise resource planning system, of which $1.4 million was placed into service in 2020 and is being amortized over a weighted-average amortization period of 7 years.


⁽¹⁾	~~Our casino licenses have indefinite lives. Accordingly, there is no associated amortization expense or accumulated amortization.~~


⁽²⁾	Represents software development costs incurred to develop and implement SAP as our integrated enterprise resource planning (“ERP”) system, of which $1.3 million and $2.6 million was placed into service in 2020 and 2019, respectively and are being amortized over a weighted-average amortization period of 7 years.

Amortization expense for intangible assets was ~~$0.7 million and $0.5 million for the six months ended June 30, 2020 and 2019, respectively, and $0.4~~$0.3 million and $0.3 million for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

Trade and other payables

The following summarizes the balances of trade and other payables as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 ($ in thousands):


	As of March 31,		As of December 31,
	2021		2020
Trade payables	$	16,368	$	23,348
Advance deposits (1)	35,492		29,707
Withholding and other taxes payable	36,755		37,450
Interest payable	153		618
Payroll and related accruals	12,497		15,668
Accrued expenses and other payables	15,888		16,619
Total trade and other payables	$	117,153	$	123,410

As of June 30, As of December 31,
2020 2019
Trade payables $ 22,724
$ 45,299
Advance deposits ⁽¹⁾
25,377
53,769
Withholding and other taxes payable 42,074
46,983
Interest payable 870
125
Payroll and related accruals 13,110
14,547
Accrued expenses and other payables 17,083
20,880
Total trade and other payables $ 121,238
$ 181,603
________

(1) The opening balance as of January 1, 2020 was $53.8 million.

~~________~~


⁽¹⁾	~~The opening balance as of~~ ~~January 1, 2019~~ ~~was $57.3 million.~~

Other liabilities

The following summarizes the balances of other liabilities as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 ($ in thousands):

As of June 30, As of December 31,
2020 2019
Pension obligation ⁽¹⁾⁽²⁾
$ 5,524
$ 6,764
Lease liabilities 5,850
6,208
Unfavorable ground lease liability 2,170
2,187
Key money ⁽³⁾
16,257
8,225
Other 895
923
Total other liabilities $ 30,696
$ 24,307


	As of March 31,		As of December 31,
	2021		2020
Pension obligation (1)(2)	$	6,267	$	6,231
Lease liabilities	4,580		4,762
Unfavorable ground lease liability	2,067		2,090
Key money (3)	15,556		15,790
Other	888		895
Total other liabilities	$	29,358	$	29,768

________

⁽¹⁾~~For the six months ended June 30, 2020 and 2019, the service cost component of net periodic pension cost was $0.4 million and $0.4 million, respectively.~~ For the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the service cost component of net periodic pension cost was $0.2 million and $0.2 million, respectively. These costs are recorded within direct expense in the Condensed Consolidated Statements of ~~Operations~~.Operations.

⁽²⁾For the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the non-service cost components of net periodic pension benefit or cost were ~~$1.3~~$0.1 million and ~~$0.2 million, respectively. For the three months ended June 30, 2020 and 2019, the non-service cost components of net periodic pension benefit or cost were $0.7 million and $0.2~~$0.6 million, respectively. These costs are recorded within other ~~income (expense)~~expense in the Condensed Consolidated Statements of ~~Operations~~.Operations.

⁽³⁾Represents the unamortized balance of key money received, which is amortized as a reduction to franchise fees within direct expenses in the Condensed Consolidated Statements of ~~Operations~~.Operations. We received $8.5 million ~~and $6.5 million~~of key money in ~~2020 and 2019, respectively.~~2020.

Note 15.15. Segment information

We consider each one of our owned resorts to be an operating segment, none of which meets the threshold for a reportable segment. We also allocate resources and assess operating performance based on individual resorts. Our operating segments meet the aggregation criteria and thus, we present 4 separate reportable segments by geography: (i) Yucatán Peninsula, (ii) Pacific Coast, (iii) Dominican Republic and (iv) Jamaica. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ we have excluded the immaterial amounts of management fees, cost reimbursements and other from our segment reporting.

Our operating segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, all of whom represent our chief operating decision maker (“CODM”). Financial information for each reportable segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources.

The performance of our business is evaluated primarily on adjusted earnings before interest expense, income tax benefit (provision), and depreciation and amortization expense (“Adjusted EBITDA”), which should not be considered an alternative to net ~~(loss) income~~loss or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. The performance of our segments is evaluated on Adjusted EBITDA before corporate expenses and management fee income (“Owned Resort EBITDA”).

We define Adjusted EBITDA as net ~~(loss) income,~~loss, determined in accordance with U.S. GAAP, for the period presented, before interest expense, income tax benefit (provision), and depreciation and amortization expense, further adjusted to exclude the following items: (a) impairment loss; (b) loss on sale of assets; (c) other ~~income (expense); (c) pre-opening expenses;~~expense; (d) share-based compensation; (e) other tax expense; (f) transaction expenses; ~~(g) loss on sale of assets;~~ and ~~(h)~~(g) severance expenses.

There are limitations to using financial measures such as Adjusted EBITDA and Owned Resort EBITDA. For example, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named financial measures that other companies publish to compare the performance of those companies to our performance. Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income or loss generated by our business or discretionary cash available for investment in our business and investors should carefully consider our U.S. GAAP results presented in our Condensed Consolidated Financial Statements.

The following table presents segment owned net revenue and a reconciliation to total revenue for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended March 31,
	2020			2019		2020		2019			2021		2020
Owned net revenue										Owned net revenue
Yucatán Peninsula	$	21		$	59,772	$	62,338	$	129,985	Yucatán Peninsula	$	33,603	$	62,317
Pacific Coast	(74		)	22,087		21,081		47,657		Pacific Coast	8,621		21,155
Dominican Republic	11			22,566		35,607		55,641		Dominican Republic	20,881		35,596
Jamaica	564			50,464		52,000		109,611		Jamaica	11,722		51,436
Segment owned net revenue ⁽¹⁾	522			154,889		171,026		342,894		Segment owned net revenue (1)	74,827		170,504
Other	20			14		35		16		Other	125		15
Management fees	(18		)	551		627		1,485		Management fees	344		645
Cost reimbursements	458			2,949		1,408		3,537		Cost reimbursements	513		950
Compulsory tips	—			5,620		5,114		11,887		Compulsory tips	1,937		5,114
Total revenue	$	982		$	164,023	$	178,210	$	359,819	Total revenue	$	77,746	$	177,228

________

⁽¹⁾Segment owned net revenue represents total revenue less compulsory tips paid to employees, cost reimbursements, management fees and other miscellaneous revenue not derived from segment operations.

The following table presents segment Owned Resort EBITDA, Adjusted EBITDA and a reconciliation to net ~~(loss) income~~loss for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2020 2019 2020 2019
Owned Resort EBITDA
Yucatán Peninsula $ (8,004 ) $ 21,151
$ 16,931
$ 53,310
Pacific Coast (2,816 ) 8,569
6,056
20,956
Dominican Republic (4,881 ) 5,043
2,908
18,506
Jamaica (8,097 ) 14,631
10,976
38,979
Segment Owned Resort EBITDA (23,798 ) 49,394
36,871
131,751
Other corporate (7,606 ) (9,887 ) (18,577 ) (18,393 )
Management fees (18 ) 551
627
1,485
Total Adjusted EBITDA (31,422 ) 40,058
18,921
114,843
Interest expense (20,916 ) (10,666 ) (41,871 ) (24,860 )
Depreciation and amortization (22,400 ) (25,908 ) (47,359 ) (48,219 )
Impairment loss (25,268 ) —
(41,441 ) —
Loss on sale of assets (1,729 ) —
(1,729 ) —
Other income (expense) 4,853
364
947
(238 )
Pre-opening expenses —
(202 ) —
(291 )
Share-based compensation (2,719 ) (2,014 ) (5,942 ) (4,762 )
Other tax expense (231 ) (443 ) (468 ) (802 )
Transaction expenses (289 ) (1,273 ) (875 ) (3,240 )
Severance expense (1,246 ) (133 ) (2,444 ) (133 )
Non-service cost components of net periodic pension (benefit) cost ⁽¹⁾
(738 ) 249
(1,289 ) 175
Net (loss) income before tax (102,105 ) 32
(123,550 ) 32,473
Income tax benefit 14,647
1,008
13,536
11,555
Net (loss) income $ (87,458 ) $ 1,040
$ (110,014 ) $ 44,028


	Three Months Ended March 31,
	2021		2020
Owned Resort EBITDA
Yucatán Peninsula	$	7,174	$	24,935
Pacific Coast	485		8,872
Dominican Republic	1,666		7,789
Jamaica	(2,780)		19,073
Segment Owned Resort EBITDA	6,545		60,669
Other corporate	(9,394)		(10,971)
Management fees	344		645
Total Adjusted EBITDA	(2,505)		50,343
Interest expense	(18,167)		(20,955)
Depreciation and amortization	(20,883)		(24,959)
Impairment loss	(24,011)		(16,173)
Loss on sale of assets	(273)		0
Other expense	(706)		(3,906)
Share-based compensation	(3,179)		(3,223)
Other tax expense	(163)		(237)
Transaction expenses	(579)		(586)
Severance expense	(1,287)		(1,198)
Non-service cost components of net periodic pension cost (benefit) (1)	57		(551)
Net loss before tax	(71,696)		(21,445)
Income tax benefit (provision)	1,951		(1,111)
Net loss	$	(69,745)	$	(22,556)

________

⁽¹⁾

~~Represents the non-service cost components of net periodic pension (benefit) cost recorded within other income (expense) in the~~ ~~Condensed Consolidated Statements of Operations~~.

(1) Represents the non-service cost components of net periodic pension cost (benefit) recorded within other expense in the Condensed Consolidated Statements of Operations. We include these costs in calculating Adjusted EBITDA as they are considered part of our ongoing resort operations.

The following table presents segment property and equipment, gross and a reconciliation to total property and equipment, net as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 ($ in thousands):


	As of March 31,		As of December 31,
	2021		2020
Segment property and equipment, gross
Yucatán Peninsula	$	665,284	$	799,849
Pacific Coast	288,339		288,328
Dominican Republic	679,286		678,900
Jamaica	406,879		406,047
Total segment property and equipment, gross	2,039,788		2,173,124
Corporate property and equipment, gross	4,557		4,505
Accumulated depreciation	(414,339)		(450,246)
Total property and equipment, net	$	1,630,006	$	1,727,383

As of June 30, As of December 31,
2020 2019
Segment property and equipment, gross
Yucatán Peninsula $ 864,815
$ 865,900
Pacific Coast 287,850
288,358
Dominican Republic 672,769
667,120
Jamaica 405,322
499,569
Total segment property and equipment, gross 2,230,756
2,320,947
Other corporate 4,733
7,320
Accumulated depreciation (430,247 ) (398,353 )
Total property and equipment, net $ 1,805,242
$ 1,929,914

The following table presents segment capital expenditures and a reconciliation to total capital expenditures for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):


	Six Months Ended June 30,					Three Months Ended March 31,
	2020		2019			2021		2020
Segment capital expenditures					Segment capital expenditures
Yucatán Peninsula	$	2,348	$	10,055	Yucatán Peninsula	$	681	$	1,580
Pacific Coast	230		395		Pacific Coast	141		257
Dominican Republic	4,286		79,515		Dominican Republic	645		6,932
Jamaica	1,809		2,507		Jamaica	1,027		1,634
Total segment capital expenditures ⁽¹⁾	8,673		92,472		Total segment capital expenditures (1)	2,494		10,403
Other corporate	331		5,379
Corporate					Corporate	57		114
Total capital expenditures ⁽¹⁾	$	9,004	$	97,851	Total capital expenditures (1)	$	2,551	$	10,517

________


(1) Represents gross additions to property and equipment. ⁽¹⁾	~~Includes capital expenditures incurred, but not yet paid.~~

Note 16. Subsequent events

In preparing the interim Condensed Consolidated Financial Statements, there were no subsequent events since ~~June 30, 2020~~ ~~other than the following:~~

~~Subsequent to~~ ~~June 30, 2020~~, the global economy has continued to be severely impacted by the COVID-19 pandemic. We cannot predict when the effects of the pandemic will subside, and thus we cannot predict when we will be able to reopen all of our remaining resorts, whether our resorts will be permitted to remain open or when our business will return to normalized levels. There also can be no guarantee that when the effects of the pandemic subside that there will not be a later resurgence of the virus or that the demand for lodging, and consumer confidence in travel generally, will recover as quickly as other industries. The longer and more severe the pandemic, and the possibility of repeat or cyclical outbreaks of the virus beyond the one currently being experienced, the greater the material adverse effect the pandemic will have on our business, results of operations, cash flows, financial condition, access to credit markets and ability to service our indebtedness.

March 31, 2021.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of Playa Hotels & Resorts N.V.'s (“Playa”) financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements (our “Condensed Consolidated Financial Statements”) and the notes related thereto which are included in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q. Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Playa and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current ~~views with respect to, among other things, our capital resources, portfolio performance~~expectations and ~~results of operations. Likewise, all of our statements regarding anticipated growth in our operations, anticipated market conditions, demographics~~projections about future events at the time, and ~~results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,~~thus involve uncertainty and risk. The words “believe,” ~~“believes,~~“expect,” ~~“expects,~~“anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” ~~“continues,~~“continue,” ~~“may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or~~and the ~~negative version~~negatives of these words orand other ~~comparable words or phrases.~~

~~The forward-looking~~similar expressions generally identify forward looking statements. Forward-looking statements ~~contained in this quarterly report reflect our current views about future events and~~ are subject to ~~numerous known and unknown risks, uncertainties, assumptions and changes in circumstances~~various factors that ~~may~~could cause ~~our~~ actual outcomes or results to differ ~~significantly~~materially from those ~~expressed~~indicated in ~~any forward-looking statement. The factors discussed in this filing and our other filings with~~these statements, including the ~~United States Securities and Exchange Commission (“SEC”), including~~risks described under the sections entitled “Risk Factors” of our Annual Report on Form 10-K, ~~for the year ended December 31, 2019,~~ filed with the SEC on ~~February 27, 2020~~March 4, 2021 and as such factors may be updated from time to time in our ~~Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed~~periodic filings with the SEC, which are accessible on ~~May 11, 2020, could cause actual results~~the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and ~~future events to differ materially from those set forth or contemplated~~should be read in conjunction with the ~~forward-looking statements.~~other cautionary statements that are included in this release and in our filings with the SEC. Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effects of the current COVID-19 pandemic on our financial condition, ~~operating~~ results of operations and ~~cash flows,~~prospects, the airlines that service the locations where we own resorts, the short and longer-term demand for travel, the global economy and the local economies where we own resorts, and the financial markets. As a result of the COVID-19 pandemic, ~~all of~~we have experienced severely reduced occupancy levels at our resorts ~~temporarily suspended operations from March 2020 until July 2020 and operations at [nine] resorts continue~~compared to ~~be suspended.~~historic levels. The extent to which the COVID-19 pandemic will continue to impact us and consumer behavior will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, ~~any resurgence~~continuing resurgences of the pandemic, ~~after conditions initially improve,~~ the government actions taken to contain the pandemic or mitigate its impact, the speed, effectiveness and distribution of vaccine and treatment therapies, the rate of public adoption of COVID-19 vaccines, and the direct and indirect economic effects of the pandemic and containment measures,including the magnitude of its impact on unemployment rates and consumer discretionary spending, among others.Additional factors that could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements include:

•general economic uncertainty and the effect of general economic conditions on the lodging industry in particular;

•the popularity of the all-inclusive resort model, particularly in the luxury segment of the resort market;

•changes in economic, social or political conditions in the regions we operate, including changes in perception of public-safety and changes in the supply of rooms from competing resorts;

•the success and continuation of our relationships with Hyatt Hotels Corporation (“Hyatt”) and Hilton Worldwide Holdings, Inc. (“Hilton”);

•the volatility of currency exchange rates;

•the success of our branding or rebranding initiatives with our current portfolio and resorts that may be acquired in the future;

•our failure to successfully complete acquisition, expansion, repair and renovation projects in the timeframes and at the costs and returns anticipated;

•changes we may make in timing and scope of our development and renovation projects;

•significant increases in construction and development costs;

•significant increases in utilities costs;

•our ability to obtain and maintain financing arrangements on attractive ~~terms;~~terms or at all;

•our ability to obtain and maintain ample liquidity to fund operations and service debt;

•the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which we operate;

•the ability of our guests to reach our resorts given government mandated travel ~~restrictions;~~restrictions, as well as the demand for our resorts resulting from government mandated safety protocols and health concerns;

•the effectiveness of our internal controls and our corporate policies and procedures and the success and timing of the remediation efforts for the material weakness that we identified in our internal control over financial reporting;

•changes in personnel and availability of qualified personnel;

•environmental uncertainties and risks related to adverse weather conditions and natural disasters;

•outbreak of widespread contagious ~~diseases;~~diseases other than COVID-19;

•dependence on third parties to provide Internet, telecommunications and network connectivity to our data centers;

•the volatility of the market price and liquidity of our ordinary shares and other of our securities; and

•the increasingly competitive environment in which we operate.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this quarterly report, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

Overview

Playa is a leading owner, operator and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations in Mexico and the Caribbean. As of ~~June 30, 2020,~~March 31, 2021, Playa owned and/or managed a total portfolio consisting of 2122 resorts ~~(8,172~~(8,366 rooms) located in Mexico, Jamaica, and the Dominican Republic. In Mexico, Playa owns and manages Hyatt Zilara Cancún, Hyatt Ziva Cancún, Panama Jack Resorts Cancún, Panama Jack Resorts Playa del Carmen, Hilton Playa del Carmen All-Inclusive Resort, Hyatt Ziva Puerto Vallarta, ~~and~~ Hyatt Ziva Los ~~Cabos.~~Cabos and Capri Resort. In Jamaica, Playa owns and manages Hyatt Zilara Rose Hall, Hyatt Ziva Rose Hall, Hilton Rose Hall Resort & Spa, Jewel Grande Montego Bay Resort & Spa, and Jewel Paradise Cove Beach Resort & Spa. In the Dominican Republic, Playa owns and manages the Hilton La Romana All-Inclusive Family Resort, the Hilton La Romana All-Inclusive Adult Resort, Hyatt Zilara Cap Cana and Hyatt Ziva Cap Cana. Playa ~~also~~ owns ~~four~~two resorts in ~~Mexico and~~ the Dominican Republic that are managed by a ~~third party~~third-party and manages three resorts on behalf of third-party owners. Playa ~~manages the Sanctuary Cap Cana~~leverages years of all-inclusive resort operating expertise and relationships with globally recognized hospitality brands to provide a best in ~~the Dominican Republic. We believe that the resorts we own~~class experience and ~~manage are among the finest all-inclusive resorts in the markets they serve. All of~~exceptional value to our ~~resorts offer~~ guests, ~~luxury accommodations, noteworthy architecture, extensive on-site activities~~while building a direct relationship to improve customer acquisition cost and ~~multiple food and beverage options. Our guests also have the opportunity to purchase upgrades from us such as premium rooms, dining experiences, wines and spirits and spa packages.~~drive repeat business.

For the three months ended ~~June 30, 2020,~~March 31, 2021, during which time ~~operations at all~~we had severely reduced occupancy as a result of ~~our resorts were temporarily suspended in response to~~ the COVID-19 pandemic, we generated a net loss of ~~$87.5~~$69.7 million, total revenue of ~~$1.0~~$77.7 million, Net Package RevPAR of $0$91.40 and Adjusted EBITDA of ~~$(31.4)~~$(2.5) million. For the three months ended ~~June 30, 2019, we generated net income of $1.0 million, total revenue of $164.0 million, Net Package RevPAR of $205.55 and Adjusted EBITDA of $40.1 million.~~

~~For the six months ended June 30,~~March 31, 2020, we generated a net loss of ~~$110.0~~$22.6 million, total revenue of ~~$178.2~~$177.2 million, Net Package RevPAR of ~~$100.01~~$197.55 and Adjusted EBITDA of ~~$18.9 million. For the six months ended June 30, 2019, we generated net income of $44.0 million, total revenue of $359.8 million, Net Package RevPAR of $225.37 and Adjusted EBITDA of $114.8~~$50.3 million.

Impact of COVID-19 Pandemic

The COVID-19 pandemic and the public health measures that have been undertaken in response have had a significant adverse impact on the global economy, the travel and hospitality industries and our business starting in the first quarter of 2020. The effects of the COVID-19 pandemic, including related government restrictions, border closings, quarantines, “shelter-in-place” orders and “social distancing,” have significantly disrupted global leisure travel, and ~~has~~have adversely impacted global commercial activity, contributing to

worldwide economic contraction and ~~rising~~increased unemployment. We expect that the continuing economic fallout will create headwinds for leisure travel even after the current government restrictions are lifted.

Due to the spread of the COVID-19 pandemic and the associated restrictions placed on international travel, we temporarily suspended operations at all of our resorts in late March 2020 and subsequently began reopening our resorts on July 1, 2020.

As of ~~July 1, 2020, we reopened 8 out~~March 31, 2021, all of our 21 resorts ~~and subsequently~~had reopened ~~another 4 resorts. Currently, 12 out~~with the exception of the Capri Resort. Our resorts account for all of our ~~21 resorts have reopened:~~



~~Resort~~	~~Date Reopened~~
~~Hyatt Ziva Cancún~~	~~7/1/2020~~
~~Hyatt Zilara Cancún~~	~~7/1/2020~~
~~Hilton Playa del Carmen All-Inclusive Resort~~	~~7/1/2020~~
~~Panama Jack Resorts Cancún~~	~~7/15/2020~~
~~Hyatt Ziva Rose Hall~~	~~7/1/2020~~
~~Hyatt Zilara Rose Hall~~	~~7/1/2020~~
~~Hilton Rose Hall Resort & Spa~~	~~7/1/2020~~
~~Jewel Paradise Cove Beach Resort & Spa~~	~~7/1/2020~~
~~Jewel Grande Montego Bay Resort & Spa~~	~~7/1/2020~~
~~Hyatt Ziva Cap Cana~~	~~7/22/2020~~
~~Hyatt Zilara Cap Cana~~	~~7/22/2020~~
~~Sanctuary Cap Cana~~	~~7/15/2020~~

~~We issued a press release on June 16, 2020 with our anticipated reopening schedule and will update this schedule as we move through the year.~~

revenue. The suspension of operations at ~~all of~~ our resorts, ~~during~~and the ~~quarter, which account for all of our revenue,~~severely reduced occupancy at the resorts that have reopened, has had a significant

adverse effect on our liquidity. As of ~~June 30, 2020~~March 31, 2021, we had ~~$251.0~~$200.4 million of available cash, excluding $25.9 million of restricted cash. For discussion of the measures that were previously taken to improve our liquidity during fiscal year 2020, please refer to our Annual Report on Form 10-K filed with the SEC on March 4, 2021. We have taken the following measures during the 2021 fiscal year to further mitigate the impact of the effects of the COVID-19 pandemic on our liquidity position:

•

we announced on June 12, 2020 that we had raised $224.0 million of additional capital from affiliates of Davidson Kempner Capital Management LP (“DK”) in the form of $204.0 million of additional debt financing and $20.0 million of equity financing at a price of $4.10raised $138.0 million, net of underwriting discounts, of additional capital in January 2021 through an underwritten public equity offering at $5.00 per share;


•	we sold the Jewel Dunn's River Beach Resort & Spa and the Jewel Runaway Bay Beach Resort & Waterpark for a total cash consideration of $60.0 million. The transaction closed in May 2020 and the cash consideration is reflected in our available cash;


•	~~we borrowed an additional $40.0 million under our Revolving Credit Facility in March 2020, increasing the amount outstanding on the facility to $85.0 million;~~


•	the temporary suspension of operations of all of our resorts significantly reduced the variable cost components of our resort-level operating expenses, including resort franchise and franchise-related fees, management fees and expenses related to our resort employees;


•	~~we have deferred all of our non-critical capital expenditures planned for 2020 and intend to spend a minimal amount on emergency capital expenditures;~~


•	we adopted voluntary senior executive salary reductions, including reducing our Chief Executive Officer’s salary by 100%, these reductions are being phased back in during the third quarter with the exception of our Chief Executive Officer;


•	~~we imposed compensation cuts broadly throughout our corporate workforce and canceled all non-essential corporate travel and spending;~~


•	~~we have~~ ~~temporarily suspended repurchases of our ordinary shares under our share repurchase program until we have more visibility into the longer-term impact of COVID-19 and economic conditions improve; and~~


•	~~we also significantly reduced marketing expenditures during the second quarter.~~

~~In addition, the recent reduction in the size of our Board of Directors to align with the Company’s size and needs will further reduce our expenses.~~

•paid down the outstanding balance under our Revolving Credit Facility in February 2021 and also amended and extended our existing facility, further extending the covenant waiver period were we to draw the credit line over 35%;

•sold the Dreams Puerto Aventuras in February 2021 for a total cash consideration of $34.5 million; and

•entered into an agreement to sell the Capri Resort in March 2021 for a total cash consideration of $55.0 million.

We cannot predict when the effects of the pandemic will subside, and thus we cannot predict ~~when we will be able to reopen our remaining resorts,~~ whether our resorts will be permitted to remain open or when our business will return to normalized or even to break-even levels. There also can be no guarantee that when the current effects of the pandemic subside that there will not be ~~a later resurgence~~resurgences of the virus or its variants or that the demand for lodging, and consumer confidence in travel generally, will recover as quickly as other industries. The longer and more severe the pandemic, and the actual occurrence or even the possibility of repeat or cyclical outbreaks of the virus beyond the one currently being experienced, the greater the material adverse effect the pandemic will have on our business, results of operations, cash flows, financial condition, access to credit markets and ability to service our indebtedness. ~~See “Part II - Item 1A. Risk Factors” included in our Quarterly Report on Form 10-Q for additional information.~~

Our Portfolio of Resorts

~~The~~As of March 31, 2021, the following table presents an overview of our resorts at June 30, 2020. None of the resorts we own individually contributed more than 13.1% of our Total Net Revenue or 31.3% of our consolidated Adjusted EBITDA for the six months ended June 30, 2020. The table belowand is organized by our four geographic business segments: the Yucatán Peninsula, the Pacific Coast, the Dominican Republic and Jamaica.

Name of Resort

Location

Brand and Type

Operator

Year Built; Significant Renovations

Rooms

Owned Resorts

Yucatán Peninsula

Hyatt Ziva Cancún

Cancún, Mexico

Hyatt Ziva (all ages)

Playa

1975; 1980; 1986; 2002; 2015

547

Hyatt Zilara Cancún

Cancún, Mexico

Hyatt Zilara (adults-only)

Playa

2006; 2009; 2013; 2017

310

Panama Jack Resorts Cancún

Cancún, Mexico

Panama Jack (all ages)

Playa

1985; 2009; 2017

458

Hilton Playa del Carmen All-Inclusive Resort

Playa del Carmen, Mexico

Hilton (adults-only)

Playa

2002; 2009; 2019

524

Panama Jack Resorts Playa del Carmen

Playa del Carmen, Mexico

Panama Jack (all ages)

Playa

1996; 2006; 2012; 2017

287

Capri Resort (1)

Riviera Maya, Mexico

Secrets (adults-only)

Playa

2003

291

Pacific Coast

Hyatt Ziva Los Cabos

Cabo San Lucas, Mexico

Hyatt Ziva (all ages)

Playa

2007; 2009; 2015

591

Hyatt Ziva Puerto Vallarta

Puerto Vallarta, Mexico

Hyatt Ziva (all ages)

Playa

1969; 1990; 2002; 2009; 2014; 2017

335

Dominican Republic

Hilton La Romana All-Inclusive Resort

La Romana, Dominican Republic

Hilton (adults-only)

Playa

1997; 2008; 2019

356

Hilton La Romana All-Inclusive Resort

La Romana, Dominican Republic

Hilton (all ages)

Playa

1997; 2008; 2019

418

Dreams Palm Beach

Punta Cana, Dominican Republic

Dreams (all ages)

AMResorts

1994; 2008

500

Dreams Punta Cana

Punta Cana, Dominican Republic

Dreams (all ages)

AMResorts

2004

620

Hyatt Ziva Cap Cana

Cap Cana, Dominican Republic

Hyatt Ziva (all ages)

Playa

2019

375

Hyatt Zilara Cap Cana

Cap Cana, Dominican Republic

Hyatt Zilara (adults-only)

Playa

2019

375

Jamaica

Hyatt Ziva Rose Hall

Montego Bay, Jamaica

Hyatt Ziva (all ages)

Playa

2000; 2014; 2017

276

Hyatt Zilara Rose Hall

Montego Bay, Jamaica

Hyatt Zilara (adults-only)

Playa

2000; 2014; 2017

344

Hilton Rose Hall Resort & Spa

Montego Bay, Jamaica

Hilton (all ages)

Playa

1974; 2008; 2017

495

Jewel Paradise Cove Beach Resort & Spa

Runaway Bay, Jamaica

Jewel (adults-only)

Playa

2013

225

Jewel Grande Montego Bay Resort & Spa (2)

Montego Bay, Jamaica

Jewel (all ages)

Playa

2016; 2017

Total Rooms Owned

7,415

Managed Resorts

Sanctuary Cap Cana (3)

Punta Cana, Dominican Republic

Sanctuary (adults-only)

Playa

2008; 2015; 2018

324

Jewel Grande Montego Bay Resort & Spa (2)

Montego Bay, Jamaica

Jewel (condo-hotel)

Playa

2016; 2017

129

The Yucatán Resort Playa del Carmen (4)

Playa del Carmen, Mexico

Tapestry Collection by Hilton (adults-only)

Playa

2012

Hyatt Ziva Riviera Cancún (5)

Riviera Maya, Mexico

Hyatt Ziva (all ages)

Playa

2008, 2021

438

Total Rooms Operated

951

Total Rooms Owned and Operated

8,366

________

(1)

Name of Resort

Location

Brand and Type

Operator
Year Built; Significant Renovations Rooms
Owned Resorts
Yucatán Peninsula
Hyatt Ziva Cancún Cancún, Mexico Hyatt Ziva (all ages) Playa 1975; 1980; 1986; 2002; 2015 547
Hyatt Zilara Cancún Cancún, Mexico Hyatt Zilara (adults-only) Playa 2006; 2009; 2013; 2017 310
Panama Jack Resorts Cancún Cancún, Mexico Panama Jack (all ages) Playa 1985; 2009; 2017 458
Hilton Playa del Carmen All-Inclusive Resort ⁽¹⁾
Playa del Carmen, Mexico Hilton (adults-only) Playa 2002; 2009; 2019 524
Panama Jack Resorts Playa del Carmen Playa del Carmen, Mexico Panama Jack (all ages) Playa 1996; 2006; 2012; 2017 287
Secrets Capri Riviera Maya, Mexico Secrets (adults-only) AMResorts 2003 291
Dreams Puerto Aventuras Riviera Maya, Mexico Dreams (all ages) AMResorts 1991; 2009 305
Pacific Coast
Hyatt Ziva Los Cabos Cabo San Lucas, Mexico Hyatt Ziva (all ages) Playa 2007; 2009; 2015 591
Hyatt Ziva Puerto Vallarta Puerto Vallarta, Mexico Hyatt Ziva (all ages) Playa 1969; 1990; 2002; 2009; 2014; 2017 335
Dominican Republic
Hilton La Romana All-Inclusive Resort ⁽²⁾
La Romana, Dominican Republic Hilton (adults-only)
Playa ⁽²⁾
1997; 2008; 2019 356
Hilton La Romana All-Inclusive Resort ⁽²⁾
La Romana, Dominican Republic Hilton (all ages)
Playa ⁽²⁾
1997; 2008; 2019 418
Dreams Palm Beach Punta Cana, Dominican Republic Dreams (all ages) AMResorts 1994; 2008 500
Dreams Punta Cana Punta Cana, Dominican Republic Dreams (all ages) AMResorts 2004 620
Hyatt Ziva Cap Cana Cap Cana, Dominican Republic Hyatt Ziva (all ages) Playa 2019 375
Hyatt Zilara Cap Cana Cap Cana, Dominican Republic Hyatt Zilara (adults-only) Playa 2019 375
Jamaica
Hyatt Ziva Rose Hall Montego Bay, Jamaica Hyatt Ziva (all ages) Playa 2000; 2014; 2017 276
Hyatt Zilara Rose Hall Montego Bay, Jamaica Hyatt Zilara (adults-only) Playa 2000; 2014; 2017 344
Hilton Rose Hall Resort & Spa Montego Bay, Jamaica Hilton (all ages) Playa 1974; 2008; 2017 495
Jewel Paradise Cove Beach Resort & Spa Runaway Bay, Jamaica Jewel (adults-only) Playa 2013 225
Jewel Grande Montego Bay Resort & Spa ⁽³⁾
Montego Bay, Jamaica Jewel (all ages) Playa 2016; 2017 88
Total Rooms Owned 7,720
Managed Resorts
Sanctuary Cap Cana ⁽⁴⁾
Punta Cana, Dominican Republic Sanctuary (adults-only) Playa 2008; 2015; 2018 323
Jewel Grande Montego Bay Resort & Spa ⁽³⁾
Montego Bay, Jamaica Jewel (condo-hotel) Playa 2016; 2017 129
Total Rooms Operated 452
Total Rooms Owned and Operated 8,172

Following the termination of the management agreement with AMResorts in October 2020, this resort has been temporarily closed. On March 31, 2021, we entered into an agreement to sell this resort and expect to close the transaction in the second quarter of 2021.

⁽¹⁾~~Effective November 20, 2018, this resort was rebranded into Hilton all-inclusive resort. Renovations were completed in 2019.~~

⁽²⁾~~Pursuant to an agreement with Hilton, we rebranded these resorts as Hilton all-inclusive resorts in November 2018. The resorts are still owned and operated by Playa.~~

⁽³⁾We acquired an 88-unit tower and spa as part of the business combination with Sagicor. Additionally, we manage the majority of the units within the remaining two condo-hotel towers owned by Sagicor that comprise the Jewel Grande Montego Bay Resort & Spa.

⁽⁴⁾(3) Owned by a third party.

(4) We entered into a management agreement to operate this resort during the first quarter of 2021. The resort is currently closed for renovations but is expected to open in the second quarter of 2021.

(5) We entered into a management agreement to operate this resort during the first quarter of 2021. The resort is currently closed for renovations but is expected to open in the third quarter of 2021.

Results of Operations

Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

The following table summarizes our results of operations on a consolidated basis for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):


	Three Months Ended March 31,				Increase / Decrease
	2021		2020		Change		% Change
Revenue
Package	$	63,894	$	153,055	$	(89,161)	(58.3)	%
Non-package	12,995		22,578		(9,583)		(42.4)	%
Management fees	344		645		(301)		(46.7)	%
Cost reimbursements	513		950		(437)		(46.0)	%
Total revenue	77,746		177,228		(99,482)		(56.1)	%
Direct and selling, general and administrative expenses
Direct	60,221		97,898		(37,677)		(38.5)	%
Selling, general and administrative	24,668		33,832		(9,164)		(27.1)	%
Depreciation and amortization	20,883		24,959		(4,076)		(16.3)	%
Reimbursed costs	513		950		(437)		(46.0)	%
Impairment loss	24,011		16,173		7,838		48.5	%
Loss on sale of assets	273		—		273		100.0	%
Direct and selling, general and administrative expenses	130,569		173,812		(43,243)		(24.9)	%
Operating (loss) income	(52,823)		3,416		(56,239)		(1,646.3)	%
Interest expense	(18,167)		(20,955)		2,788		(13.3)	%
Other expense	(706)		(3,906)		3,200		(81.9)	%
Net loss before tax	(71,696)		(21,445)		(50,251)		234.3	%
Income tax benefit (provision)	1,951		(1,111)		3,062		(275.6)	%
Net loss	$	(69,745)	$	(22,556)	$	(47,189)	209.2	%

Three Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Revenue
Package $ 302
$ 136,095
$ (135,793 ) (99.8 )%
Non-package 240
24,428
(24,188 ) (99.0 )%
Management fees (18 ) 551
(569 ) (103.3 )%
Cost reimbursements 458
2,949
(2,491 ) (84.5 )%
Total revenue 982
164,023
(163,041 ) (99.4 )%
Direct and selling, general and administrative expenses
Direct 20,380
92,582
(72,202 ) (78.0 )%
Selling, general and administrative 19,739
32,048
(12,309 ) (38.4 )%
Pre-opening —
202
(202 ) (100.0 )%
Depreciation and amortization 22,400
25,908
(3,508 ) (13.5 )%
Reimbursed costs 458
2,949
(2,491 ) (84.5 )%
Impairment loss 25,268
—
25,268
100.0 %
Loss on sale of assets 1,729
—
1,729
100.0 %
Gain on insurance proceeds (2,950 ) —
(2,950 ) 100.0 %
Direct and selling, general and administrative expenses 87,024
153,689
(66,665 ) (43.4 )%
Operating (loss) income (86,042 ) 10,334
(96,376 ) (932.6 )%
Interest expense (20,916 ) (10,666 ) (10,250 ) 96.1 %
Other income 4,853
364
4,489
1,233.2 %
Net (loss) income before tax (102,105 ) 32
(102,137 ) (319,178.1 )%
Income tax benefit 14,647
1,008
13,639
1,353.1 %
Net (loss) income $ (87,458 ) $ 1,040
$ (88,498 ) (8,509.4 )%

The tables below set forth information for our total portfolio and our comparable portfolio with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Management Fee Revenue, Total Net Revenue, Adjusted EBITDA and Adjusted EBITDA Margin. For a description of these operating metrics and non-U.S. GAAP measures, see “~~Key~~“Key Indicators of Financial and Operating ~~Performance~~”Performance” below. For discussion of Adjusted EBITDA and reconciliation to the most comparable U.S. GAAP financial measures, see “~~Key~~“Key Indicators of Financial and Operating ~~Performance~~”Performance” and “~~Non-U.S.~~“Non-U.S. GAAP Financial ~~Measures~~”Measures” below.

Our comparable portfolio for the three months ended ~~June 30, 2020~~March 31, 2021 excludes the following resorts: ~~Hilton La Romana All-Inclusive Resort and Hilton Playa del Carmen All-Inclusive Resort,~~Dreams Puerto Aventuras, which ~~were under renovation~~was sold in ~~2019, Hyatt Ziva and Hyatt Zilara Cap Cana, a ground-up development opened November 2019~~February 2021 and Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark, which were sold in May 2020.

Total Portfolio


	Three Months Ended March 31,						Increase / Decrease
	2021			2020			Change			% Change
Occupancy	31.6		%	66.6		%	(35.0)		pts	(52.6)	%
Net Package ADR	$	288.88		$	296.68		$	(7.80)		(2.6)	%
Net Package RevPAR	$	91.40		$	197.55		$	(106.15)		(53.7)	%
	($ in thousands)
Net Package Revenue	$	62,083		$	148,096		$	(86,013)		(58.1)	%
Net Non-package Revenue	12,869			22,423			(9,554)			(42.6)	%
Management Fee Revenue	344			645			(301)			(46.7)	%
Total Net Revenue	75,296			171,164			(95,868)			(56.0)	%
Adjusted EBITDA	$	(2,505)		$	50,343		$	(52,848)		(105.0)	%
Adjusted EBITDA Margin	(3.3)		%	29.4		%	(32.7)		pts	(111.2)	%

Three Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy — % 79.8 % (79.8 )pts (100.0 )%
Net Package ADR $ —
$ 257.66
$ (257.66 ) (100.0 )%
Net Package RevPAR $ —
$ 205.55
$ (205.55 ) (100.0 )%
($ in thousands)
Net Package Revenue $ 302
$ 130,896
$ (130,594 ) (99.8 )%
Net Non-package Revenue 240
24,007
(23,767 ) (99.0 )%
Management Fee Revenue (18 ) 551
(569 ) (103.3 )%
Total Net Revenue 524
155,454
(154,930 ) (99.7 )%
Adjusted EBITDA $ (31,422 ) $ 40,058
$ (71,480 ) (178.4 )%
Adjusted EBITDA Margin (5,996.6 )% 25.8 % (6,022.4 )pts (23,342.6 )%

Comparable Portfolio


	Three Months Ended June 30,						Increase / Decrease						Three Months Ended March 31,						Increase / Decrease
	2020			2019			Change			% Change			2021			2020			Change			% Change
Occupancy	—		%	81.3		%	(81.3		)pts	(100.0	)%	Occupancy	31.6		%	65.8		%	(34.2)		pts	(52.0)	%
Net Package ADR	$	—		$	265.62		$	(265.62	)	(100.0	)%	Net Package ADR	$	291.49		$	303.16		$	(11.67)		(3.8)	%
Net Package RevPAR	$	—		$	215.89		$	(215.89	)	(100.0	)%	Net Package RevPAR	$	92.06		$	199.38		$	(107.32)		(53.8)	%
	($ in thousands)												($ in thousands)
Net Package Revenue	$	535		$	111,412		$	(110,877	)	(99.5	)%	Net Package Revenue	$	61,435		$	134,535		$	(73,100)		(54.3)	%
Net Non-package Revenue	218			20,244			(20,026		)	(98.9	)%	Net Non-package Revenue	12,311			20,322			(8,011)			(39.4)	%
Management Fee Revenue	(18		)	551			(569		)	(103.3	)%	Management Fee Revenue	344			645			(301)			(46.7)	%
Total Net Revenue	735			132,207			(131,472		)	(99.4	)%	Total Net Revenue	74,090			155,502			(81,412)			(52.4)	%
Adjusted EBITDA	$	(24,966	)	$	35,216		$	(60,182	)	(170.9	)%	Adjusted EBITDA	$	(2,875)		$	45,129		$	(48,004)		(106.4)	%
Adjusted EBITDA Margin	(3,396.7		)%	26.6		%	(3,423.3		)pts	(12,869.5	)%	Adjusted EBITDA Margin	(3.9)		%	29.0		%	(32.9)		pts	(113.4)	%

Total Revenue and Total Net Revenue

Our total revenue for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$163.0~~$99.5 million, or ~~99.4%~~56.1%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. Our Total Net Revenue for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$154.9~~$95.9 million, or ~~99.7%~~56.0%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. These decreases are due to ~~the closures of~~reduced occupancy at all our resorts during the ~~second~~first quarter as a result of the COVID-19 pandemic. See “Impact of COVID-19 Pandemic” above for more information regarding the effects of the COVID-19 pandemic on our results of operations.

The following table shows a reconciliation of comparable Net Package Revenue, Net Non-package Revenue and Management Fee Revenue to total revenue for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):


	Three Months Ended June 30,					Increase/Decrease						Three Months Ended March 31,				Increase/Decrease
	2020			2019		Change			% Change			2021		2020		Change		% Change
Net Package Revenue											Net Package Revenue
Comparable Net Package Revenue	$	535		$	111,412	$	(110,877	)	(99.5	)%	Comparable Net Package Revenue	$	61,435	$	134,535	$	(73,100)	(54.3)	%
Non-comparable Net Package Revenue	(233		)	19,484		(19,717		)	(101.2	)%	Non-comparable Net Package Revenue	648		13,561		(12,913)		(95.2)	%
Net Package Revenue	302			130,896		(130,594		)	(99.8	)%	Net Package Revenue	62,083		148,096		(86,013)		(58.1)	%

Net Non-package Revenue											Net Non-package Revenue
Comparable Net Non-package Revenue	218			20,244		(20,026		)	(98.9	)%	Comparable Net Non-package Revenue	12,311		20,322		(8,011)		(39.4)	%
Non-comparable Net Non-package Revenue	22			3,763		(3,741		)	(99.4	)%	Non-comparable Net Non-package Revenue	558		2,101		(1,543)		(73.4)	%
Net Non-package Revenue	240			24,007		(23,767		)	(99.0	)%	Net Non-package Revenue	12,869		22,423		(9,554)		(42.6)	%

Management Fee Revenue											Management Fee Revenue
Comparable Management Fee Revenue	(18		)	551		(569		)	(103.3	)%	Comparable Management Fee Revenue	344		645		(301)		(46.7)	%
Non-comparable Management Fee Revenue	—			—		—			—	%	Non-comparable Management Fee Revenue	—		—		—		—	%
Management Fee Revenue	(18		)	551		(569		)	(103.3	)%	Management Fee Revenue	344		645		(301)		(46.7)	%

Total Net Revenue											Total Net Revenue
Comparable Total Net Revenue	735			132,207		(131,472		)	(99.4	)%	Comparable Total Net Revenue	74,090		155,502		(81,412)		(52.4)	%
Non-comparable Total Net Revenue	(211		)	23,247		(23,458		)	(100.9	)%	Non-comparable Total Net Revenue	1,206		15,662		(14,456)		(92.3)	%
Total Net Revenue	524			155,454		(154,930		)	(99.7	)%	Total Net Revenue	75,296		171,164		(95,868)		(56.0)	%
Compulsory tips	—			5,620		(5,620		)	(100.0	)%	Compulsory tips	1,937		5,114		(3,177)		(62.1)	%
Cost Reimbursements	458			2,949		(2,491		)	(84.5	)%	Cost Reimbursements	513		950		(437)		(46.0)	%
Total revenue	$	982		$	164,023	$	(163,041	)	(99.4	)%	Total revenue	$	77,746	$	177,228	$	(99,482)	(56.1)	%

Comparable Total Net Revenue

Our Comparable Total Net Revenue for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$131.5~~$81.4 million, or ~~99.4%~~52.4%, compared to the three months ended ~~June 30, 2019. This decrease is~~March 31, 2020. These decreases are due to ~~the closures~~reduced occupancy at all of ~~all~~ our resorts during the ~~second~~first quarter as a result of the COVID-19 pandemic. See “Impact of COVID-19 Pandemic” above for more information regarding the effects of the COVID-19 pandemic on our results of operations.

Direct Expenses

The following table shows a reconciliation of our direct expenses to Net Direct Expenses for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):


	Three Months Ended June 30,				Increase/Decrease						Three Months Ended March 31,				Increase/Decrease
	2020		2019		Change			% Change			2021		2020		Change		% Change
Direct expenses	$	20,380	$	92,582	$	(72,202	)	(78.0	)%	Direct expenses	$	60,221	$	97,898	$	(37,677)	(38.5)	%
Less: compulsory tips	—		5,620		(5,620		)	(100.0	)%	Less: compulsory tips	1,937		5,114		(3,177)		(62.1)	%
Net Direct Expenses	$	20,380	$	86,962	$	(66,582	)	(76.6	)%	Net Direct Expenses	$	58,284	$	92,784	$	(34,500)	(37.2)	%

Our direct expenses include resort expenses, such as food and beverage, salaries and wages, utilities and other ongoing operational expenses. Our Net Direct Expenses were ~~$20.4~~$58.3 million, or ~~3,889.3%~~77.4% of Total Net Revenue, for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~$87.0~~$92.8 million, or ~~55.9%~~54.2% of Total Net Revenue, for the three months ended ~~June 30, 2019.~~March 31, 2020.

Net Direct Expenses for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$66.6~~$34.5 million, or ~~76.6%~~37.2%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. Net Direct Expenses at our comparable properties decreased ~~$55.9~~$28.2 million, or ~~77.7%~~33.5%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. Net Direct Expenses decreases are due to ~~the closures of all our resorts during the second quarter and~~

~~cost cutting measures taken in response to the COVID-19 pandemic. We temporarily suspended operations~~reduced occupancy at all of our resorts from late March 2020 through June 2020. Direct operating expenses fluctuate based on various factors, including changes in occupancy, labor costs, utilities, repair and maintenance costs and license and property taxes. Management fees and franchise fees, which are computed as a percentage of revenue, increase/decrease as a result of changes in revenues.

~~Net Direct Expenses consists of the following~~ ~~($ in thousands)~~:

~~Total Portfolio~~

Three Months Ended June 30, Increase/Decrease
2020 2019 Change % Change
Food and beverages $ 702
$ 21,269
$ (20,567 ) (96.7 )%
Salaries and wages 11,393
32,663
(21,270 ) (65.1 )%
Repairs and maintenance 1,478
4,183
(2,705 ) (64.7 )%
Utilities and sewerage 3,312
9,482
(6,170 ) (65.1 )%
Licenses and property taxes 898
921
(23 ) (2.5 )%
Incentive and management fees (256 ) 1,856
(2,112 ) (113.8 )%
Franchise / license fees 1,227
5,929
(4,702 ) (79.3 )%
Transportation and travel expenses 74
1,120
(1,046 ) (93.4 )%
Laundry and cleaning expenses 270
1,144
(874 ) (76.4 )%
Property and equipment rental expense (31 ) 923
(954 ) (103.4 )%
Entertainment expenses and decoration 14
1,901
(1,887 ) (99.3 )%
Office supplies 59
370
(311 ) (84.1 )%
Other operational expenses 1,240
5,201
(3,961 ) (76.2 )%
Total Net Direct Expenses $ 20,380
$ 86,962
$ (66,582 ) (76.6 )%

~~Comparable Portfolio~~

Three Months Ended June 30, Increase/Decrease
2020 2019 Change % Change
Food and beverages $ 503
$ 17,478
$ (16,975 ) (97.1 )%
Salaries and wages 8,956
26,616
(17,660 ) (66.4 )%
Repairs and maintenance 1,155
3,414
(2,259 ) (66.2 )%
Utilities and sewerage 2,426
7,646
(5,220 ) (68.3 )%
Licenses and property taxes 656
556
100
18.0 %
Incentive and management fees (256 ) 1,855
(2,111 ) (113.8 )%
Franchise / license fees 1,183
5,456
(4,273 ) (78.3 )%
Transportation and travel expenses 21
883
(862 ) (97.6 )%
Laundry and cleaning expenses 243
853
(610 ) (71.5 )%
Property and equipment rental expense (16 ) 708
(724 ) (102.3 )%
Entertainment expenses and decoration 19
1,705
(1,686 ) (98.9 )%
Office supplies 58
327
(269 ) (82.3 )%
Other operational expenses 1,066
4,418
(3,352 ) (75.9 )%
Total Net Direct Expenses $ 16,014
$ 71,915
$ (55,901 ) (77.7 )%

~~Selling, General and Administrative Expenses~~

Our selling, general and administrative expenses for the three months ended June 30, 2020 decreased $12.3 million, or 38.4%, compared to the three months ended June 30, 2019. These decreases were driven by the closures of all our resorts during the ~~second~~ first

quarter and cost cutting measures taken in response to the COVID-19 pandemic. We temporarily suspended operations at all of our resorts from late March 2020 through June 2020 which drove a $9.7 million decrease in advertising and commissions, a $2.0 million

decrease in property selling, general and administrative expenses, a $1.0 million decrease in transaction expenses and a $0.4 million decrease in professional fees. These decreases were offset by an increase of $1.0 million in insurance expense.

~~Depreciation and Amortization Expense~~

Our depreciation and amortization expense for the three months ended June 30, 2020 decreased $3.5 million, or 13.5%, compared to the three months ended June 30, 2019. The decrease was due to a $5.2 million decrease at our 2019 renovation properties, Hilton Playa del Carmen All-Inclusive Resort and Hilton La Romana All-Inclusive Resort that incurred accelerated depreciation in 2019. This decrease was partially offset by the opening of Hyatt Ziva and Hyatt Zilara Cap Cana in the fourth quarter of 2019, which accounted for a $2.3 million increase.

~~Impairment loss~~

Our impairment loss for the three months ended June 30, 2020 increased $25.3 million, or 100.0%, compared to the three months ended June 30, 2019. The increase was due to property and equipment impairment upon classification of the Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark as held for sale. For further details see Note 4 to our Condensed Consolidated Financial Statements.

~~Interest Expense~~

Our interest expense for the three months ended June 30, 2020 increased $10.3 million, or 96.1%, as compared to the three months ended June 30, 2019. The increase in interest expense was driven primarily by a $5.9 million increase due to the change in fair value of our interest rate swaps. In March 2019, we elected to adopt hedge accounting and designate our interest rate swaps as cash flow hedges. After the adoption of hedge accounting, we recorded the change in fair value of our interest rate swaps through other comprehensive (loss) income. Due to the drop in interest rates, our cash flow hedge was deemed ineffective and dedesignated in March 2020, resulting in recognizing the change in fair value of our interest rate swaps through interest expense. Additionally, our interest expense increased due to $2.9 million of capitalized interest recorded in the three months ended June 30, 2019 related to our development projects in 2019. For the three months ended June 30, 2020, we did not record any capitalized interest. Finally, our interest expense increased $0.8 million due to draws on our Revolving Credit Facility.

Cash interest paid, excluding the effects of capitalized interest, increased $0.9 million for the three months ended June 30, 2020 as compared to the three months ended June 30, 2019. Cash interest paid increased $0.8 million due to additional interest from draws on the Revolving Credit Facility. As of June 30, 2020, the total amount outstanding under our Revolving Credit Facility was $84.7 million.

~~Income Tax Benefit~~

For the three months ended June 30, 2020, our income tax benefit was $14.6 million, compared to a $1.0 million tax benefit for the three months ended June 30, 2019. See further details in Note 5 to our Condensed Consolidated Financial Statements.

~~Results of Operations~~

~~Six Months Ended June 30, 2020 and 2019~~

~~The following table summarizes our results of operations on a consolidated basis for the six months ended June 30, 2020 and 2019~~ ~~($ in thousands)~~:

Six Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Revenue
Package $ 153,357
$ 305,887
$ (152,530 ) (49.9 )%
Non-package 22,818
48,910
(26,092 ) (53.3 )%
Management fees 627
1,485
(858 ) (57.8 )%
Cost reimbursements 1,408
3,537
(2,129 ) (60.2 )%
Total revenue 178,210
359,819
(181,609 ) (50.5 )%
Direct and selling, general and administrative expenses
Direct 118,278
186,325
(68,047 ) (36.5 )%
Selling, general and administrative 53,571
63,876
(10,305 ) (16.1 )%
Pre-opening —
291
(291 ) (100.0 )%
Depreciation and amortization 47,359
48,219
(860 ) (1.8 )%
Reimbursed costs 1,408
3,537
(2,129 ) (60.2 )%
Impairment loss 41,441
—
41,441
100.0 %
Loss on sale of assets 1,729
—
1,729
100.0 %
Gain on insurance proceeds (2,950 ) —
(2,950 ) 100.0 %
Direct and selling, general and administrative expenses 260,836
302,248
(41,412 ) (13.7 )%
Operating (loss) income (82,626 ) 57,571
(140,197 ) (243.5 )%
Interest expense (41,871 ) (24,860 ) (17,011 ) 68.4 %
Other income (expense) 947
(238 ) 1,185
(497.9 )%
Net (loss) income before tax (123,550 ) 32,473
(156,023 ) (480.5 )%
Income tax benefit 13,536
11,555
1,981
17.1 %
Net (loss) income $ (110,014 ) $ 44,028
$ (154,042 ) (349.9 )%

The tables below set forth information for our total portfolio and comparable portfolio with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Management Fee Revenue, Total Net Revenue, Adjusted EBITDA and Adjusted EBITDA Margin. For a description of these operating metrics and non-U.S. GAAP measures, see “~~Key Indicators of Financial and Operating Performance” below. For discussion of Adjusted EBITDA and reconciliation to the most comparable U.S. GAAP financial measures, see “Key Indicators of Financial and Operating Performance” and “Non-U.S. GAAP Financial Measures” below.~~

Our comparable portfolio for the six months ended June 30, 2020 excludes the following resorts: Hilton La Romana All-Inclusive Resort and Hilton Playa del Carmen All-Inclusive Resort, which were under renovation in 2019, Hyatt Ziva and Hyatt Zilara Cap Cana, a ground-up development opened November 2019 and Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark, which were sold in May 2020.

~~Total Portfolio~~

Six Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy 33.6 % 79.9 % (46.3 )pts (57.9 )%
Net Package ADR $ 297.28
$ 281.93
$ 15.35
5.4 %
Net Package RevPAR $ 100.01
$ 225.37
$ (125.36 ) (55.6 )%
($ in thousands)
Net Package Revenue $ 148,398
$ 294,683
$ (146,285 ) (49.6 )%
Net Non-package Revenue 22,663
48,227
(25,564 ) (53.0 )%
Management Fee Revenue 627
1,485
(858 ) (57.8 )%
Total Net Revenue 171,688
344,395
(172,707 ) (50.1 )%
Adjusted EBITDA $ 18,921
$ 114,843
$ (95,922 ) (83.5 )%
Adjusted EBITDA Margin 11.0 % 33.3 % (22.3 )pts (67.0 )%

~~Comparable Portfolio~~

Six Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy 35.7 % 82.8 % (47.1 )pts (56.9 )%
Net Package ADR $ 300.49
$ 289.99
$ 10.50
3.6 %
Net Package RevPAR $ 107.35
$ 240.13
$ (132.78 ) (55.3 )%
($ in thousands)
Net Package Revenue $ 110,816
$ 246,236
$ (135,420 ) (55.0 )%
Net Non-package Revenue 17,829
40,157
(22,328 ) (55.6 )%
Management Fee Revenue 627
1,485
(858 ) (57.8 )%
Total Net Revenue 129,272
287,878
(158,606 ) (55.1 )%
Adjusted EBITDA $ 12,130
$ 96,094
$ (83,964 ) (87.4 )%
Adjusted EBITDA Margin 9.4 % 33.4 % (24.0 )pts (71.9 )%

~~Total Revenue and Total Net Revenue~~

Our total revenue for the six months ended June 30, 2020 decreased $181.6 million, or 50.5%, compared to the six months ended June 30, 2019. Our Total Net Revenue for the six months ended June 30, 2020 decreased $172.7 million, or 50.1%, compared to the six months ended June 30, 2019. These decreases are due to the closures of all our resorts during the second quarter as a result of the COVID-19 pandemic.

~~The following table shows a reconciliation of comparable Net Package Revenue, Net Non-package Revenue and Management Fee Revenue to total revenue for the six months ended June 30, 2020 and 2019~~ ~~($ in thousands)~~:

Six Months Ended June 30, Increase/Decrease
2020 2019 Change % Change
Net Package Revenue
Comparable Net Package Revenue $ 110,816
$ 246,236
$ (135,420 ) (55.0 )%
Non-comparable Net Package Revenue 37,582
48,447
(10,865 ) (22.4 )%
Net Package Revenue 148,398
294,683
(146,285 ) (49.6 )%

Net Non-package Revenue

Comparable Net Non-package Revenue 17,829
40,157
(22,328 ) (55.6 )%
Non-comparable Net Non-package Revenue 4,834
8,070
(3,236 ) (40.1 )%
Net Non-package Revenue 22,663
48,227
(25,564 ) (53.0 )%

Management Fee Revenue
Comparable Management Fee Revenue 627
1,485
(858 ) (57.8 )%
Non-comparable Management Fee Revenue —
—
—
— %
Management Fee Revenue 627
1,485
(858 ) (57.8 )%

Total Net Revenue

Comparable Total Net Revenue 129,272
287,878
(158,606 ) (55.1 )%
Non-comparable Total Net Revenue 42,416
56,517
(14,101 ) (25.0 )%
Total Net Revenue 171,688
344,395
(172,707 ) (50.1 )%
Compulsory tips 5,114
11,887
(6,773 ) (57.0 )%
Cost Reimbursements 1,408
3,537
(2,129 ) (60.2 )%
Total revenue $ 178,210
$ 359,819
$ (181,609 ) (50.5 )%

~~Comparable Total Net Revenue~~

Our Comparable Total Net Revenue for the six months ended June 30, 2020 decreased $158.6 million, or 55.1%, compared to the six months ended June 30, 2019. This decrease is due to the closures of all our resorts during the second quarter, a result of the COVID-19 pandemic. See “Impact of COVID-19 Pandemic” above for more information regarding the effects of the COVID-19 pandemic on our results of operations.

~~Direct Expenses~~

~~The following table shows a reconciliation of our direct expenses to Net Direct Expenses for the six months ended June 30, 2020 and 2019~~ ~~($ in thousands)~~:

Six Months Ended June 30, Increase/Decrease
2020 2019 Change % Change
Direct expenses $ 118,278
$ 186,325
$ (68,047 ) (36.5 )%
Less: compulsory tips 5,114
11,887
(6,773 ) (57.0 )%
Net Direct Expenses $ 113,164
$ 174,438
$ (61,274 ) (35.1 )%

Our direct expenses include resort expenses, such as food and beverage, salaries and wages, utilities and other ongoing operational expenses. Our Net Direct Expenses were $113.2 million, or 65.9%, of Total Net Revenue for the six months ended June 30, 2020 and $174.4 million, or 50.7%, of Total Net Revenue for the six months ended June 30, 2019.

Net Direct Expenses for the six months ended June 30, 2020 decreased $61.3 million, or 35.1%, compared to the six months ended June 30, 2019. Net Direct Expenses at our comparable properties decreased $58.0 million, or 40.5%, compared to the six months ended June 30, 2019 due to the closures of all our resorts during the second quarter and cost cutting measures taken in

response to the COVID-19 pandemic. Direct operating expenses fluctuate based on various factors, including changes in occupancy, labor costs, utilities, repair and maintenance costs and license and property taxes. Management fees and franchise fees, which are computed as a percentage of revenue, ~~increase/~~increase or decrease as a result of changes in revenues.

Net Direct Expenses consists of the following ($ in thousands):

Total Portfolio


											Three Months Ended March 31,				Increase/Decrease
	Six Months Ended June 30,				Increase/Decrease						2021		2020		Change		% Change
	2020		2019		Change			% Change
Food and beverages	$	21,592	$	42,862	$	(21,270	)	(49.6	)%	Food and beverages	$	10,295	$	20,890	$	(10,595)	(50.7)	%
Salaries and wages	49,008		64,360		(15,352		)	(23.9	)%	Salaries and wages	25,037		37,615		(12,578)		(33.4)	%
Repairs and maintenance	5,661		7,981		(2,320		)	(29.1	)%	Repairs and maintenance	2,940		4,183		(1,243)		(29.7)	%
Utilities and sewerage	12,975		18,515		(5,540		)	(29.9	)%	Utilities and sewerage	7,364		9,663		(2,299)		(23.8)	%
Licenses and property taxes	1,697		1,825		(128		)	(7.0	)%	Licenses and property taxes	805		799		6		0.8	%
Incentive and management fees	1,424		4,462		(3,038		)	(68.1	)%	Incentive and management fees	146		1,680		(1,534)		(91.3)	%
Franchise / license fees	8,235		12,300		(4,065		)	(33.0	)%	Franchise / license fees	4,249		7,008		(2,759)		(39.4)	%
Transportation and travel expenses	1,449		2,459		(1,010		)	(41.1	)%	Transportation and travel expenses	923		1,375		(452)		(32.9)	%
Laundry and cleaning expenses	1,475		2,310		(835		)	(36.1	)%	Laundry and cleaning expenses	879		1,205		(326)		(27.1)	%
Property and equipment rental expense	802		1,910		(1,108		)	(58.0	)%	Property and equipment rental expense	175		833		(658)		(79.0)	%
Entertainment expenses and decoration	2,036		3,687		(1,651		)	(44.8	)%	Entertainment expenses and decoration	903		2,022		(1,119)		(55.3)	%
Office supplies	309		869		(560		)	(64.4	)%	Office supplies	168		250		(82)		(32.8)	%
Other operational expenses	6,501		10,898		(4,397		)	(40.3	)%	Other operational expenses	4,400		5,261		(861)		(16.4)	%
Total Net Direct Expenses	$	113,164	$	174,438	$	(61,274	)	(35.1	)%	Total Net Direct Expenses	$	58,284	$	92,784	$	(34,500)	(37.2)	%

Comparable Portfolio


	Three Months Ended March 31,				Increase/Decrease
	2021		2020		Change		% Change

Food and beverages	$	10,172	$	18,622	$	(8,450)	(45.4)	%
Salaries and wages	23,536		34,601		(11,065)		(32.0)	%
Repairs and maintenance	2,895		3,514		(619)		(17.6)	%
Utilities and sewerage	7,296		8,670		(1,374)		(15.8)	%
Licenses and property taxes	796		755		41		5.4	%
Incentive and management fees	104		1,403		(1,299)		(92.6)	%
Franchise / license fees	4,249		7,016		(2,767)		(39.4)	%
Transportation and travel expenses	906		1,273		(367)		(28.8)	%
Laundry and cleaning expenses	872		1,018		(146)		(14.3)	%
Property and equipment rental expense	166		781		(615)		(78.7)	%
Entertainment expenses and decoration	884		1,825		(941)		(51.6)	%
Office supplies	167		233		(66)		(28.3)	%
Other operational expenses	4,084		4,646		(562)		(12.1)	%
Total Net Direct Expenses	$	56,127	$	84,357	$	(28,230)	(33.5)	%

~~Comparable Portfolio~~

Six Months Ended June 30, Increase/Decrease
2020 2019 Change % Change
Food and beverages $ 15,350
$ 34,691
$ (19,341 ) (55.8 )%
Salaries and wages 37,997
52,428
(14,431 ) (27.5 )%
Repairs and maintenance 4,232
6,420
(2,188 ) (34.1 )%
Utilities and sewerage 9,257
14,809
(5,552 ) (37.5 )%
Licenses and property taxes 1,289
1,180
109
9.2 %
Incentive and management fees 1,424
4,543
(3,119 ) (68.7 )%
Franchise / license fees 6,201
10,816
(4,615 ) (42.7 )%
Transportation and travel expenses 904
1,820
(916 ) (50.3 )%
Laundry and cleaning expenses 1,026
1,691
(665 ) (39.3 )%
Property and equipment rental expense 678
1,523
(845 ) (55.5 )%
Entertainment expenses and decoration 1,565
3,283
(1,718 ) (52.3 )%
Office supplies 239
765
(526 ) (68.8 )%
Other operational expenses 5,019
9,164
(4,145 ) (45.2 )%
Total Net Direct Expenses $ 85,181
$ 143,133
$ (57,952 ) (40.5 )%

Selling, General and Administrative Expenses

Our selling, general and administrative expenses for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$10.3~~$9.2 million, or ~~16.1%~~27.1%, compared to the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. These decreases ~~are due to the closures of~~were driven by reduced occupancy at all our resorts during the ~~second~~first quarter and cost cutting measures taken in response to the COVID-19 ~~pandemic, which~~pandemic. These closures and cost cutting measures drove a $5.0 million decrease ~~of $10.4 million~~ in advertising and commissions, ~~a $2.3~~$1.2 million decrease in ~~transaction expenses~~professional fees, and ~~a $1.7~~$1.1 million decrease in ~~property~~corporate personnel costs. Our non-comparable properties sold in 2020 and 2021 contributed to an additional $0.7 million decrease in selling, general and administrative expenses. These decreases were offset by an increase of $1.5 million in insurance expense, a $1.2 million increase in share-based compensation, a $1.0 million increase in corporate personnel expense and a $0.2 million increase in professional fees.

Depreciation and Amortization Expense

Our depreciation and amortization expense for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$0.9~~$4.1 million, or ~~1.8%~~16.3%, compared to the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. The decrease was due to ~~a $5.0~~$2.2 million ~~decrease~~of accelerated depreciation incurred in 2020 related to renovation projects at ~~our 2019 renovation properties,~~the Hilton Playa del Carmen All-Inclusive Resort and ~~Hilton La Romana All-Inclusive Resort that incurred accelerated depreciation in 2019. This~~a $2.2 million decrease ~~was partially offset by the opening of Hyatt Ziva and Hyatt Zilara Cap Cana in the fourth quarter of 2019, which accounted for a $4.9 million increase.~~

~~Impairment Loss~~

~~Our impairment loss for the six months ended June 30, 2020 increased $41.4 million, or 100.0%, compared~~due to the ~~six months ended June 30, 2019. The increase was driven by $25.3 million of property and equipment impairment recognized upon classification~~sales of the Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark in May 2020 and the Dreams Puerto Aventuras in February 2021.

Impairment Loss

Our impairment loss for the three months ended March 31, 2021 increased $7.8 million, or 48.5%, compared to the three months ended March 31, 2020. The increase was driven by $24.0 million of property and equipment impairment recognized upon classification of the Capri Resort as held for sale ~~(see~~in March 2021, as the carrying value exceeded the sale price of the assets under the sales agreement. For further details see Note 4 to our Condensed Consolidated Financial ~~Statements).~~Statements. The ~~remaining~~ increase was ~~due to~~partially offset by $16.2 million in goodwill impairment ~~resulting from~~losses on the Jewel Runaway Bay Beach Resort & Waterpark, Jewel Dunn’s River Beach Resort & Spa and Jewel Paradise Cove Beach Resort & Spa reporting units that were only recognized during the three months ended March 31, 2020. The impairment losses in 2020 were due to the decrease in forecasted future cash flows ~~in the first quarter of 2020~~ from the temporary suspension of operations from ~~COVID-19 (see Note 14 to our Condensed Consolidated Financial Statements).~~COVID-19.

Interest Expense

Our interest expense for the ~~six~~three months ended ~~June 30, 2020 increased $17.0~~March 31, 2021 decreased $2.8 million, or ~~68.4%~~13.3%, compared to the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. The ~~increase~~decrease in interest expense was primarily driven ~~primarily~~ by a ~~$10.3~~$9.0 million ~~increase~~decrease due to the change in fair value of our interest rate swaps. In March 2019, we ~~elected to adopt~~adopted hedge accounting and ~~designate~~designated our interest rate swaps as cash flow ~~hedges. After the adoption of hedge accounting, we recorded the change~~hedges, which required changes in fair value ~~of our interest rate swaps~~to be recorded through other comprehensive ~~(loss) income. Due~~loss. Starting in March 2020, as our cash flow hedges were deemed ineffective due to the ~~drop~~decline in interest rates, ~~our cash flow hedge was deemed ineffective and dedesignated in March 2020, resulting in recognizing the change~~we recognized all changes in fair value of our interest rate swaps through interest expense. ~~Additionally, our~~These decreases were partially offset by additional interest expense ~~increased due to $5.0~~from the Additional Senior Secured Credit Facility and Property Loan Agreement executed on June 12, 2020 by $2.2 million of capitalized interest recorded in the six months ended June 30, 2019 for our development projects in 2019. For the six months ended June 30, 2020, we did not record any capitalized interest. Finally, our interest expense increased $1.5and $2.5 million, ~~due to draws on our Revolving Credit Facility.~~respectively.

Cash interest paid ~~excluding the effects of capitalized interest,~~ increased ~~$1.3~~to $18.9 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 as compared to the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020, representing a $4.8 million, or 33.9%, increase over the period. Cash interest paid increased ~~$1.5 million~~ due to ~~additional interest from draws on~~ the ~~Revolving Credit Facility. As of June 30, 2020, the total amount outstanding under our Revolving~~Additional Senior Secured Credit Facility ~~was $84.7 million.~~and Property Loan Agreement executed on June 12, 2020 by $2.1 million and $1.7 million, respectively.

Income Tax Benefit

For the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, our income tax benefit was ~~$13.5~~$2.0 million, compared to a ~~$11.6~~$1.1 million income tax ~~benefit~~provision for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. See further details in Note 5 to our Condensed Consolidated Financial Statements.

Key Indicators of Financial and Operating Performance

We use a variety of financial and other information to monitor the financial and operating performance of our business. Some of this is financial information prepared in accordance with U.S. GAAP, while other information, though financial in nature, is not prepared in accordance with U.S. GAAP. For reconciliations of non-U.S. GAAP financial measures to the most comparable U.S. GAAP financial measure, see “Non-U.S. GAAP Financial Measures.” Our management also uses other information that is not financial in nature, including statistical information and comparative data that are commonly used within the lodging industry to evaluate the financial and operating performance of our portfolio. Our management uses this information to measure the performance of our segments and consolidated portfolio. We use this information for planning and monitoring our business, as well as in determining management and employee compensation. These key indicators include:


•	•Net Package Revenue •Net Non-package Revenue •Owned Net Revenue •Management Fee Revenue •Total Net Revenue •Occupancy •Net Package ADR •Net Package RevPAR •Adjusted EBITDA •Adjusted EBITDA Margin •Owned Resort EBITDA •Owned Resort EBITDA Margin •


•	~~Net Non-package Revenue~~


•	~~Owned Net Revenue~~


•	~~Management Fee Revenue~~


•	~~Total Net Revenue~~


•	~~Occupancy~~


•	~~Net Package ADR~~


•	~~Net Package RevPAR~~


•	~~Adjusted EBITDA~~


•	~~Adjusted EBITDA Margin~~


•	~~Owned Resort EBITDA~~


•	~~Owned Resort EBITDA Margin~~

Comparable Non-U.S. GAAP Measures

Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Management Fee Revenue, Cost Reimbursements, Total Net Revenue and Net Direct Expenses

“Net Package Revenue” is derived from the sale of all-inclusive packages, which include room accommodations, food and beverage services and entertainment activities, net of compulsory tips paid to employees. Government mandated compulsory tips in the Dominican Republic are not included in this adjustment, as they are already excluded from revenue. Revenue is recognized, net of discounts and rebates, when the rooms are occupied and/or the relevant services have been rendered. Advance deposits received from guests are deferred and included in trade and other payables until the rooms are occupied and/or the relevant services have been rendered, at which point the revenue is recognized.

“Net Non-package Revenue” represents all other revenues earned from the operations of our resorts, other than Net Package Revenue, net of compulsory tips paid to employees. Government mandated compulsory tips in the Dominican Republic are not included in this adjustment, as they are already excluded from revenue. Net Non-package Revenue includes revenue associated with guests' purchases of upgrades, premium services and amenities, such as premium rooms, dining experiences, wines and spirits and spa packages, which are not included in the all-inclusive package. Revenue not included in a guest’s all-inclusive package is recognized when the goods are consumed.

“Owned Net Revenue” represents Net Package Revenue and Net Non-package Revenue. Owned Net Revenue represents a key indicator to assess the overall performance of our business and analyze trends, such as consumer demand, brand preference and competition. In analyzing our Owned Net Revenues, our management differentiates between Net Package Revenue and Net Non-package Revenue. Guests at our resorts purchase packages at stated rates, which include room accommodations, food and beverage services and entertainment activities, in contrast to other lodging business models, which typically only include the room accommodations in the stated rate. The amenities at all-inclusive resorts typically include a variety of buffet and á la carte restaurants, bars, activities, and shows and entertainment throughout the day.

“Management Fee Revenue” is derived from fees earned for managing ~~hotels~~resorts owned by third-parties. The fees earned are typically composed of a base fee, which is computed as a percentage of revenue, and an incentive fee, which is computed as a percentage of profitability. Management Fee Revenue had a minor contribution to our operating results for the three ~~and six~~ months ended ~~June 30,~~

March 31, 2021 and 2020, ~~and 2019,~~ but we expect Management Fee Revenue to be a more relevant indicator to assess the overall performance of our business in the future as we enter into more management contracts.

“Total Net Revenue” represents Net Package Revenue, Net Non-package Revenue and Management Fee Revenue. “Cost Reimbursements” is excluded from Total Net Revenue as it is not considered a key indicator of financial and operating performance. Cost Reimbursements is derived from the reimbursement of certain costs incurred by Playa on behalf of resorts managed by Playa and owned by third parties. This revenue is fully offset by reimbursable costs and has no net impact on operating (loss) income or net ~~(loss) income.~~loss.

“Net Direct Expenses” represents direct expenses, net of compulsory tips paid to employees.

Occupancy

“Occupancy” represents the total number of rooms sold for a period divided by the total number of rooms available during such period. The total number of rooms available excludes any rooms considered “Out of Order” due to renovation or a temporary problem rendering them inadequate for occupancy for an extended period of time. Occupancy is a useful measure of the utilization of a resort’s total available capacity and can be used to gauge demand at a specific resort or group of properties during a given period. Occupancy levels also enable us to optimize Net Package ADR by increasing or decreasing the stated rate for our all-inclusive packages as demand for a resort increases or decreases.

Net Package ADR

“Net Package ADR” represents total Net Package Revenue for a period divided by the total number of rooms sold during such period. Net Package ADR trends and patterns provide useful information concerning the pricing environment and the nature of the guest base of our portfolio or comparable portfolio, as applicable. Net Package ADR is a commonly used performance measure in the

all-inclusive segment of the lodging industry and is commonly used to assess the stated rates that guests are willing to pay through various distribution channels.

Net Package RevPAR

“Net Package RevPAR” is the product of Net Package ADR and the average daily occupancy percentage. Net Package RevPAR does not reflect the impact of non-package revenue. Although Net Package RevPAR does not include this additional revenue, it generally is considered the key performance measure in the all-inclusive segment of the lodging industry to identify trend information with respect to net room revenue produced by our portfolio or comparable portfolio, as applicable, and to evaluate operating performance on a consolidated basis or a regional basis, as applicable.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Owned Resort EBITDA, and Owned Resort EBITDA Margin ~~and Adjusted EBITDA Margin~~

We define EBITDA, a non-U.S. GAAP financial measure, as net income or loss, determined in accordance with U.S. GAAP, for the period presented, before interest expense, income tax and depreciation and amortization expense. We define Adjusted EBITDA, a non-U.S. GAAP financial measure, as EBITDA further adjusted to exclude the following items:

•

Other income or expense


•	•Pre-opening expense •Transaction expenses •Severance expense •Other tax expense •Gain on property damage insurance proceeds •


•	~~Transaction expenses~~


•	~~Severance expense~~


•	~~Other tax expense~~


•	~~Gain on property damage insurance proceeds~~

Share-based compensation


•	~~Loss on extinguishment of debt~~


•	Other items which may include, but are not limited to the following: management contract termination fees; gains or losses from legal settlements; repairs from hurricanes and tropical storms and impairment losses.

•Loss on extinguishment of debt

•Other items, which may include but are not limited to the following: management contract termination fees; gains or losses from legal settlements; repairs from hurricanes and tropical storms and impairment losses.

We include the non-service cost components of net periodic pension cost or benefit recorded within other income ~~(expense)~~or expense in the Condensed Consolidated Statements of Operations in calculating Adjusted EBITDA as they are considered part of our ongoing resort operations.

“Adjusted EBITDA Margin” represents Adjusted EBITDA as a percentage of Total Net Revenue.

“Owned Resort EBITDA” represents Adjusted EBITDA before corporate expenses and Management Fee Revenue.

“Owned Resort EBITDA Margin” represents Owned Resort EBITDA as a percentage of Owned Net Revenue.

~~“Adjusted EBITDA Margin” represents Adjusted EBITDA as a percentage~~Usefulness and Limitation of ~~Total Net Revenue.~~

Non-U.S. GAAP Measures

We believe that each of Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Total Net Revenue, Net Package ADR, Net Package RevPAR and Net Direct Expenses are useful to investors as they reflect our operating results by excluding compulsory tips. These tips have a margin of zero and do not represent our operating results.

We also believe that Adjusted EBITDA is useful to investors for two principal reasons. First, we believe Adjusted EBITDA assists investors in comparing our performance over various reporting periods on a consistent basis by removing from our operating results the impact of items that do not reflect our core operating performance. For example, changes in foreign exchange rates (which are the principal driver of changes in other income or expense), and expenses related to capital raising, strategic initiatives and other corporate initiatives, such as expansion into new markets (which are the principal drivers of changes in transaction expenses), are not indicative of the operating performance of our resorts. The other adjustments included in our definition of Adjusted EBITDA relate to items that occur infrequently and therefore would obstruct the comparability of our operating results over reporting periods. For example, revenue from insurance policies, other than business interruption insurance policies, is infrequent in nature, and we believe excluding these expense and revenue items permits investors to better evaluate the core operating performance of our resorts over time. We believe Adjusted EBITDA Margin provides our investors a useful measurement of operating profitability for the same reasons we find Adjusted EBITDA useful.

The second principal reason that we believe Adjusted EBITDA is useful to investors is that it is considered a key performance indicator by our board of directors (our “Board”) and management. In addition, the compensation committee of our Board determines the annual variable compensation for certain members of our management based, in part, on consolidated Adjusted EBITDA. We believe that Adjusted EBITDA is useful to investors because it provides investors with information utilized by our Board and management to assess our performance and may (subject to the limitations described below) enable investors to compare the performance of our portfolio to our competitors.

Our non-U.S. GAAP financial measures are not substitutes for revenue, net income or any other measure determined in accordance with U.S. GAAP. There are limitations to the utility of non-U.S. GAAP financial measures, such as Adjusted EBITDA. For example, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-U.S. GAAP financial measures that other companies publish to compare the performance of those companies to our performance. Because of these limitations, our non-U.S. GAAP financial measures should not be considered as a measure of the income or loss generated by our business or discretionary cash available for investment in our business, and investors should carefully consider our U.S. GAAP results presented.

For a reconciliation of EBITDA, Adjusted EBITDA and Owned Resort EBITDA to net income as computed under U.S. GAAP, see “Non-U.S. GAAP Financial Measures.”

Comparable Non-U.S. GAAP Measures

We believe that presenting Adjusted EBITDA, Total Net Revenue, Net Package Revenue, Net Non-package Revenue and Net Direct Expenses on a comparable basis is useful to investors because these measures include only the results of resorts owned and in operation for the entirety of the periods presented and thereby eliminate disparities in results due to the acquisition or disposition of resorts or the impact of resort closures or re-openings in connection with redevelopment or renovation projects. As a result, we believe these measures provide more consistent metrics for comparing the performance of our operating resorts. We calculate comparable Adjusted EBITDA, comparable Total Net Revenue, comparable Net Package Revenue and comparable Net Non-package Revenue as the total amount of each respective measure less amounts attributable to non-comparable resorts, by which we mean resorts that were not owned or in operation during some or all of the relevant reporting period.

Our comparable resorts for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 excludes the following resorts: ~~Hilton La Romana All-Inclusive Resort and Hilton Playa del Carmen All-Inclusive Resort,~~Dreams Puerto Aventuras, which ~~were under renovation~~was sold in ~~2019, Hyatt Ziva and Hyatt Zilara Cap Cana, a ground-up development opened November 2019~~February 2021, and Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark which were sold in May 2020.

A reconciliation of net income as computed under U.S. GAAP to comparable Adjusted EBITDA is presented in “Non-U.S. GAAP Financial Measures,” below. For a reconciliation of Comparable Net Package Revenue, Comparable Net Non-package

Revenue, Comparable Management Fee Revenue and Comparable Total Net Revenue to total revenue as computed under U.S. GAAP, see “Results of Operations.”

Segment Results

Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

We evaluate our business segment operating performance using segment Owned Net Revenue and segment Owned Resort EBITDA. The following tables summarize segment Owned Net Revenue and segment Owned Resort EBITDA for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):


	Three Months Ended March 31,				Increase / Decrease
	2021		2020		Change		% Change
Owned Net Revenue
Yucatán Peninsula	$	33,603	$	62,317	$	(28,714)	(46.1)	%
Pacific Coast	8,621		21,155		(12,534)		(59.2)	%
Dominican Republic	20,881		35,596		(14,715)		(41.3)	%
Jamaica	11,722		51,436		(39,714)		(77.2)	%
Segment Owned Net Revenue	74,827		170,504		(95,677)		(56.1)	%
Other	125		15		110		733.3	%
Management fees	344		645		(301)		(46.7)	%
Total Net Revenue	$	75,296	$	171,164	$	(95,868)	(56.0)	%


												Three Months Ended March 31,				Increase / Decrease
	Three Months Ended June 30,					Increase / Decrease						2021		2020		Change		% Change
	2020			2019		Change			% Change
Owned Net Revenue
Owned Resort EBITDA											Owned Resort EBITDA
Yucatán Peninsula	$	21		$	59,772	$	(59,751	)	(100.0	)%	Yucatán Peninsula	$	7,174	$	24,935	$	(17,761)	(71.2)	%
Pacific Coast	(74		)	22,087		(22,161		)	(100.3	)%	Pacific Coast	485		8,872		(8,387)		(94.5)	%
Dominican Republic	11			22,566		(22,555		)	(100.0	)%	Dominican Republic	1,666		7,789		(6,123)		(78.6)	%
Jamaica	564			50,464		(49,900		)	(98.9	)%	Jamaica	(2,780)		19,073		(21,853)		(114.6)	%
Segment Owned Net Revenue	522			154,889		(154,367		)	(99.7	)%
Other	20			14		6			42.9	%
Segment Owned Resort EBITDA											Segment Owned Resort EBITDA	6,545		60,669		(54,124)		(89.2)	%
Other corporate											Other corporate	(9,394)		(10,971)		1,577		(14.4)	%
Management fees	(18		)	551		(569		)	(103.3	)%	Management fees	344		645		(301)		(46.7)	%
Total Net Revenue	$	524		$	155,454	$	(154,930	)	(99.7	)%
Total Adjusted EBITDA											Total Adjusted EBITDA	$	(2,505)	$	50,343	$	(52,848)	(105.0)	%

Three Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Owned Resort EBITDA
Yucatán Peninsula $ (8,004 ) $ 21,151
$ (29,155 ) (137.8 )%
Pacific Coast (2,816 ) 8,569
(11,385 ) (132.9 )%
Dominican Republic (4,881 ) 5,043
(9,924 ) (196.8 )%
Jamaica (8,097 ) 14,631
(22,728 ) (155.3 )%
Segment Owned Resort EBITDA (23,798 ) 49,394
(73,192 ) (148.2 )%
Other corporate (7,606 ) (9,887 ) 2,281
(23.1 )%
Management fees (18 ) 551
(569 ) (103.3 )%
Total Adjusted EBITDA $ (31,422 ) $ 40,058
$ (71,480 ) (178.4 )%

For a reconciliation of segment Owned Net Revenue and segment Owned Resort EBITDA to total revenue and net income, respectively, each as computed under U.S. GAAP, see Note 15 to our Condensed Consolidated Financial Statements.

Yucatán Peninsula

The following tables set forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Yucatán Peninsula segment for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ for the total segment portfolio and comparable segment portfolio:

Total Portfolio


	Three Months Ended June 30,						Increase / Decrease						Three Months Ended March 31,						Increase / Decrease
	2020			2019			Change			% Change			2021			2020			Change			% Change
Occupancy	—		%	84.4		%	(84.4		)pts	(100.0	)%	Occupancy	41.8		%	74.1		%	(32.3)		pts	(43.6)	%
Net Package ADR	$	—		$	256.75		$	(256.75	)	(100.0	)%	Net Package ADR	$	290.91		$	299.22		$	(8.31)		(2.8)	%
Net Package RevPAR	$	—		$	216.78		$	(216.78	)	(100.0	)%	Net Package RevPAR	$	121.66		$	221.58		$	(99.92)		(45.1)	%
	($ in thousands)												($ in thousands)
Net Package Revenue	$	(167	)	$	51,626		$	(51,793	)	(100.3	)%	Net Package Revenue	$	27,911		$	54,886		$	(26,975)		(49.1)	%
Net Non-package Revenue	188			8,146			(7,958		)	(97.7	)%	Net Non-package Revenue	5,692			7,431			(1,739)			(23.4)	%
Owned Net Revenue	21			59,772			(59,751		)	(100.0	)%	Owned Net Revenue	33,603			62,317			(28,714)			(46.1)	%
Owned Resort EBITDA	$	(8,004	)	$	21,151		$	(29,155	)	(137.8	)%	Owned Resort EBITDA	$	7,174		$	24,935		$	(17,761)		(71.2)	%
Owned Resort EBITDA Margin	(38,114.3		)%	35.4		%	(38,149.7		)pts	(107,767.5	)%	Owned Resort EBITDA Margin	21.3		%	40.0		%	(18.7)		pts	(46.8)	%

Comparable Portfolio


	Three Months Ended June 30,						Increase / Decrease						Three Months Ended March 31,						Increase / Decrease
	2020			2019			Change			% Change			2021			2020			Change			% Change
Occupancy	—		%	84.7		%	(84.7		)pts	(100.0	)%	Occupancy	42.2		%	73.4		%	(31.2)		pts	(42.5)	%
Net Package ADR	$	—		$	259.07		$	(259.07	)	(100.0	)%	Net Package ADR	$	296.97		$	314.60		$	(17.63)		(5.6)	%
Net Package RevPAR	$	—		$	219.39		$	(219.39	)	(100.0	)%	Net Package RevPAR	$	125.32		$	230.99		$	(105.67)		(45.7)	%
	($ in thousands)												($ in thousands)
Net Package Revenue	$	(73	)	$	43,864		$	(43,937	)	(100.2	)%	Net Package Revenue	$	27,261		$	50,806		$	(23,545)		(46.3)	%
Net Non-package Revenue	169			6,784			(6,615		)	(97.5	)%	Net Non-package Revenue	5,230			6,807			(1,577)			(23.2)	%
Owned Net Revenue	96			50,648			(50,552		)	(99.8	)%	Owned Net Revenue	32,491			57,613			(25,122)			(43.6)	%
Owned Resort EBITDA	$	(6,735	)	$	18,458		$	(25,193	)	(136.5	)%	Owned Resort EBITDA	$	7,133		$	23,927		$	(16,794)		(70.2)	%
Owned Resort EBITDA Margin	(7,015.6		)%	36.4		%	(7,052.0		)pts	(19,373.6	)%	Owned Resort EBITDA Margin	22.0		%	41.5		%	(19.5)		pts	(47.0)	%

Segment Comparable Owned Net Revenue. Our Comparable Owned Net Revenue for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$50.6~~$25.1 million, or ~~99.8%~~43.6%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. These decreases are a result of ~~the temporary suspension of operations~~reduced occupancy at all of our resorts ~~from late March 2020 through June 2020~~ in ~~response~~the first quarter due to the COVID-19 pandemic.

Segment Comparable Owned Resort EBITDA. Our Comparable Owned Resort EBITDA for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$25.2~~$16.8 million, or ~~136.5%~~70.2%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. These decreases are a result of ~~the temporary suspension of operations~~reduced occupancy at all of our resorts ~~from late March 2020 through June 2020~~ in ~~response~~the first quarter due to the COVID-19 pandemic.

Pacific Coast

The following tables set forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Pacific Coast segment for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ for the total segment portfolio:


	Three Months Ended June 30,						Increase / Decrease						Three Months Ended March 31,						Increase / Decrease
	2020			2019			Change			% Change			2021			2020			Change			% Change
Occupancy	—		%	76.6		%	(76.6		)pts	(100.0	)%	Occupancy	28.0		%	62.4		%	(34.4)		pts	(55.1)	%
Net Package ADR	$	—		$	295.48		$	(295.48	)	(100.0	)%	Net Package ADR	$	311.06		$	344.28		$	(33.22)		(9.6)	%
Net Package RevPAR	$	—		$	226.37		$	(226.37	)	(100.0	)%	Net Package RevPAR	$	87.20		$	214.92		$	(127.72)		(59.4)	%
	($ in thousands)												($ in thousands)
Net Package Revenue	$	(89	)	$	19,076		$	(19,165	)	(100.5	)%	Net Package Revenue	$	7,268		$	18,110		$	(10,842)		(59.9)	%
Net Non-package Revenue	15			3,011			(2,996		)	(99.5	)%	Net Non-package Revenue	1,353			3,045			(1,692)			(55.6)	%
Owned Net Revenue	(74		)	22,087			(22,161		)	(100.3	)%	Owned Net Revenue	8,621			21,155			(12,534)			(59.2)	%
Owned Resort EBITDA	$	(2,816	)	$	8,569		$	(11,385	)	(132.9	)%	Owned Resort EBITDA	$	485		$	8,872		$	(8,387)		(94.5)	%
Owned Resort EBITDA Margin	3,805.4		%	38.8		%	3,766.6		pts	9,707.7	%	Owned Resort EBITDA Margin	5.6		%	41.9		%	(36.3)		pts	(86.6)	%

Segment Owned Net Revenue. Our Owned Net Revenue for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$22.2~~$12.5 million, or ~~100.3%~~59.2%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. These decreases are a result of ~~the temporary suspension of operations~~reduced occupancy at all of our resorts ~~from late March 2020 through June 2020~~ in ~~response~~the first quarter due to the COVID-19 pandemic. Net Package ADR in the segment was negatively impacted by a significant decrease in MICE (meetings, incentives, conventions and events) room nights compared to the same period in the prior year.

Segment Owned Resort EBITDA. Our Owned Resort EBITDA for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$11.4~~$8.4 million, or ~~132.9%~~94.5%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. These decreases are a result of ~~the temporary suspension of operations~~reduced occupancy at all of our resorts ~~from late March 2020 through June 2020~~ in ~~response~~the first quarter due to the COVID-19 pandemic.

Dominican Republic

The following table sets forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Dominican Republic segment for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ for the total ~~segment portfolio and comparable~~ segment portfolio:

Total Portfolio

Three Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy — % 72.6 % (72.6 )pts (100.0 )%
Net Package ADR $ —
$ 182.37
$ (182.37 ) (100.0 )%
Net Package RevPAR $ —
$ 132.34
$ (132.34 ) (100.0 )%
($ in thousands)
Net Package Revenue $ (178 ) $ 18,171
$ (18,349 ) (101.0 )%
Net Non-package Revenue 189
4,395
(4,206 ) (95.7 )%
Owned Net Revenue 11
22,566
(22,555 ) (100.0 )%
Owned Resort EBITDA $ (4,881 ) $ 5,043
$ (9,924 ) (196.8 )%
Owned Resort EBITDA Margin (44,372.7 )% 22.3 % (44,395.0 )pts (199,080.7 )%

~~Comparable Portfolio~~


	Three Months Ended June 30,						Increase / Decrease						Three Months Ended March 31,						Increase / Decrease
	2020			2019			Change			% Change			2021			2020			Change			% Change
Occupancy	—		%	79.7		%	(79.7		)pts	(100.0	)%	Occupancy	26.0		%	57.3		%	(31.3)		pts	(54.6)	%
Net Package ADR	$	—		$	186.98		$	(186.98	)	(100.0	)%	Net Package ADR	$	282.27		$	227.33		$	54.94		24.2	%
Net Package RevPAR	$	—		$	149.03		$	(149.03	)	(100.0	)%	Net Package RevPAR	$	73.33		$	130.21		$	(56.88)		(43.7)	%
	($ in thousands)												($ in thousands)
Net Package Revenue	$	(6	)	$	15,189		$	(15,195	)	(100.0	)%	Net Package Revenue	$	17,449		$	31,330		$	(13,881)		(44.3)	%
Net Non-package Revenue	92			3,735			(3,643		)	(97.5	)%	Net Non-package Revenue	3,432			4,266			(834)			(19.5)	%
Owned Net Revenue	86			18,924			(18,838		)	(99.5	)%	Owned Net Revenue	20,881			35,596			(14,715)			(41.3)	%
Owned Resort EBITDA	$	(1,092	)	$	5,751		$	(6,843	)	(119.0	)%	Owned Resort EBITDA	$	1,666		$	7,789		$	(6,123)		(78.6)	%
Owned Resort EBITDA Margin	(1,269.8		)%	30.4		%	(1,300.2		)pts	(4,277.0	)%	Owned Resort EBITDA Margin	8.0		%	21.9		%	(13.9)		pts	(63.5)	%

Segment ~~Comparable Owned~~ Net Revenue. Our ~~Comparable~~ Owned Net Revenue for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$18.8~~$14.7 million, or ~~99.5%~~41.3%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. These decreases are a result of ~~the temporary suspension of operations~~reduced occupancy at all of our resorts ~~from late March 2020 through June 2020~~ in ~~response~~the first quarter due to the COVID-19 pandemic. Net Package ADR in the segment was positively impacted by the performance of the Hyatt Ziva and Zilara Cap Cana.

Segment ~~Comparable Owned~~ Resort EBITDA. Our ~~Comparable~~ Owned Resort EBITDA for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$6.8~~$6.1 million, or ~~119.0%~~78.6%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. These decreases are a result of ~~the temporary suspension of operations~~reduced occupancy at all of our resorts ~~from late March 2020 through June 2020~~ in ~~response~~the first quarter due to the COVID-19 pandemic.

Jamaica

The following table sets forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Jamaica segment for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ for the total segment portfolio and comparable segment portfolio:

Total Portfolio

Three Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy — % 80.6 % (80.6 )pts (100.0 )%
Net Package ADR $ —
$ 294.39
$ (294.39 ) (100.0 )%
Net Package RevPAR $ —
$ 237.30
$ (237.30 ) (100.0 )%
($ in thousands)
Net Package Revenue $ 736
$ 42,023
$ (41,287 ) (98.2 )%
Net Non-package Revenue (172 ) 8,441
(8,613 ) (102.0 )%
Owned Net Revenue 564
50,464
(49,900 ) (98.9 )%
Owned Resort EBITDA $ (8,097 ) $ 14,631
$ (22,728 ) (155.3 )%
Owned Resort EBITDA Margin (1,435.6 )% 29.0 % (1,464.6 )pts (5,050.3 )%


	Three Months Ended March 31,						Increase / Decrease
	2021			2020			Change			% Change
Occupancy	26.3		%	70.8		%	(44.5)		pts	(62.9)	%
Net Package ADR	$	279.87		$	349.22		$	(69.35)		(19.9)	%
Net Package RevPAR	$	73.57		$	247.17		$	(173.60)		(70.2)	%
	($ in thousands)
Net Package Revenue	$	9,455		$	43,770		$	(34,315)		(78.4)	%
Net Non-package Revenue	2,267			7,666			(5,399)			(70.4)	%
Owned Net Revenue	11,722			51,436			(39,714)			(77.2)	%
Owned Resort EBITDA	$	(2,780)		$	19,073		$	(21,853)		(114.6)	%
Owned Resort EBITDA Margin	(23.7)		%	37.1		%	(60.8)		pts	(163.9)	%

Comparable Portfolio


	Three Months Ended June 30,						Increase / Decrease						Three Months Ended March 31,						Increase / Decrease
	2020			2019			Change			% Change			2021			2020			Change			% Change
Occupancy	—		%	80.3		%	(80.3		)pts	(100.0	)%	Occupancy	26.3		%	70.7		%	(44.4)		pts	(62.8)	%
Net Package ADR	$	—		$	318.98		$	(318.98	)	(100.0	)%	Net Package ADR	$	279.95		$	373.25		$	(93.30)		(25.0)	%
Net Package RevPAR	$	—		$	256.12		$	(256.12	)	(100.0	)%	Net Package RevPAR	$	73.59		$	263.87		$	(190.28)		(72.1)	%
	($ in thousands)												($ in thousands)
Net Package Revenue	$	703		$	33,283		$	(32,580	)	(97.9	)%	Net Package Revenue	$	9,457		$	34,289		$	(24,832)		(72.4)	%
Net Non-package Revenue	(78		)	6,700			(6,778		)	(101.2	)%	Net Non-package Revenue	2,171			6,189			(4,018)			(64.9)	%

Owned Net Revenue	625			39,983			(39,358		)	(98.4	)%	Owned Net Revenue	11,628			40,478			(28,850)			(71.3)	%
Owned Resort EBITDA	$	(6,699	)	$	11,774		$	(18,473	)	(156.9	)%	Owned Resort EBITDA	$	(3,109)		$	14,867		$	(17,976)		(120.9)	%
Owned Resort EBITDA Margin	(1,071.8		)%	29.4		%	(1,101.2		)pts	(3,745.6	)%	Owned Resort EBITDA Margin	(26.7)		%	36.7		%	(63.4)		pts	(172.8)	%

Segment Comparable Owned Net Revenue. Our Comparable Owned Net Revenue for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$39.4~~$28.9 million, or ~~98.4%~~71.3%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. These decreases are a result of ~~the temporary suspension of operations~~reduced occupancy at all of our resorts ~~from late March 2020 through June 2020~~ in ~~response~~the first quarter due to the COVID-19 pandemic. Net Package ADR in the segment was negatively impacted by a higher mix of occupancy at our lower chain scale resorts.

Segment Comparable Owned Resort EBITDA. Our Comparable Owned Resort EBITDA for the three months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$18.5~~$18.0 million, or ~~156.9%~~120.9%, compared to the three months ended ~~June 30, 2019.~~March 31, 2020. These decreases are a result of ~~the temporary suspension of operations~~reduced occupancy at all of our resorts ~~from late March 2020 through June 2020~~ in ~~response~~the first quarter due to the COVID-19 pandemic.

~~Segment Results~~

~~Six Months Ended June 30, 2020 and 2019~~

We evaluate our business segment operating performance using segment Owned Net Revenue and segment Owned Resort EBITDA. The following tables summarize segment Owned Net Revenue and segment Owned Resort EBITDA for the six months ended June 30, 2020 and 2019 ~~($ in thousands)~~:

Six Months Ended June 30, Increase / Decrease
2020 2019
Change

% Change
Owned Net Revenue
Yucatán Peninsula $ 62,338
$ 129,985
$ (67,647 ) (52.0 )%
Pacific Coast 21,081
47,657
(26,576 ) (55.8 )%
Dominican Republic 35,607
55,641
(20,034 ) (36.0 )%
Jamaica 52,000
109,611
(57,611 ) (52.6 )%
Segment Owned Net Revenue 171,026
342,894
(171,868 ) (50.1 )%
Other 35
16
19
118.8 %
Management Fee Revenue 627
1,485
(858 ) (57.8 )%
Total Net Revenue $ 171,688
$ 344,395
$ (172,707 ) (50.1 )%

Six Months Ended June 30, Increase / Decrease
2020 2019
Change
% Change
Owned Resort EBITDA
Yucatán Peninsula $ 16,931
$ 53,310
$ (36,379 ) (68.2 )%
Pacific Coast 6,056
20,956
(14,900 ) (71.1 )%
Dominican Republic 2,908
18,506
(15,598 ) (84.3 )%
Jamaica 10,976
38,979
(28,003 ) (71.8 )%
Segment Owned Resort EBITDA 36,871
131,751
(94,880 ) (72.0 )%
Other corporate (18,577 ) (18,393 ) (184 ) 1.0 %
Management Fee Revenue 627
1,485
(858 ) (57.8 )%
Total Adjusted EBITDA $ 18,921
$ 114,843
$ (95,922 ) (83.5 )%

~~For a reconciliation of segment Owned Net Revenue and segment Owned Resort EBITDA to total revenue and net income, respectively, each as computed under U.S. GAAP, see~~ ~~Note 15~~ ~~to our Condensed Consolidated Financial Statements.~~

~~Yucatán Peninsula~~

The following tables set forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Yucatán Peninsula segment for the six months ended June 30, 2020 and 2019 for the total segment portfolio and comparable segment portfolio:

~~Total Portfolio~~

Six Months Ended June 30, Increase / Decrease
2020 2019
Change
% Change
Occupancy 37.0 % 84.8 % (47.8 )pts (56.4 )%
Net Package ADR $ 298.32
$ 279.62
$ 18.70
6.7 %
Net Package RevPAR $ 110.45
$ 236.98
$ (126.53 ) (53.4 )%
($ in thousands)
Net Package Revenue $ 54,719
$ 114,195
$ (59,476 ) (52.1 )%
Net Non-package Revenue 7,619
15,790
(8,171 ) (51.7 )%
Owned Net Revenue 62,338
129,985
(67,647 ) (52.0 )%
Owned Resort EBITDA $ 16,931
$ 53,310
$ (36,379 ) (68.2 )%
Owned Resort EBITDA Margin 27.2 % 41.0 % (13.8 )pts (33.7 )%

~~Comparable Portfolio~~

Six Months Ended June 30, Increase / Decrease
2020 2019
Change
% Change
Occupancy 37.4 % 85.5 % (48.1 )pts (56.3 )%
Net Package ADR $ 296.38
$ 279.82
$ 16.56
5.9 %
Net Package RevPAR $ 110.77
$ 239.15
$ (128.38 ) (53.7 )%
($ in thousands)
Net Package Revenue $ 44,310
$ 95,058
$ (50,748 ) (53.4 )%
Net Non-package Revenue 6,044
13,094
(7,050 ) (53.8 )%
Owned Net Revenue 50,354
108,152
(57,798 ) (53.4 )%
Owned Resort EBITDA $ 13,070
$ 44,272
$ (31,202 ) (70.5 )%
Owned Resort EBITDA Margin 26.0 % 40.9 % (14.9 )pts (36.4 )%

~~Segment Comparable Owned Net Revenue~~. Our Comparable Owned Net Revenue for the six months ended June 30, 2020 decreased $57.8 million, or 53.4%, compared to the six months ended June 30, 2019. These decreases are a result of the temporary suspension of operations at all of our resorts from late March 2020 through June 2020 in response to the COVID-19 pandemic.

~~Segment Comparable Owned Resort EBITDA~~. Our Comparable Owned Resort EBITDA for the six months ended June 30, 2020 decreased $31.2 million, or 70.5%, compared to the six months ended June 30, 2019. These decreases are a result of the temporary suspension of operations at all of our resorts from late March 2020 through June 2020 in response to the COVID-19 pandemic.

~~Pacific Coast~~

The following tables set forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Pacific Coast segment for the six months ended June 30, 2020 and 2019 for the total segment portfolio:

Six Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy 31.2 % 76.2 % (45.0 )pts (59.1 )%
Net Package ADR $ 342.58
$ 321.38
$ 21.20
6.6 %
Net Package RevPAR $ 106.93
$ 244.91
$ (137.98 ) (56.3 )%
($ in thousands)
Net Package Revenue $ 18,021
$ 41,048
$ (23,027 ) (56.1 )%
Net Non-package Revenue 3,060
6,609
(3,549 ) (53.7 )%
Owned Net Revenue 21,081
47,657
(26,576 ) (55.8 )%
Owned Resort EBITDA $ 6,056
$ 20,956
$ (14,900 ) (71.1 )%
Owned Resort EBITDA Margin 28.7 % 44.0 % (15.3 )pts (34.8 )%

~~Segment Owned Net Revenue~~. Our Owned Net Revenue for the six months ended June 30, 2020 decreased $26.6 million, or 55.8%, six months ended June 30, 2019. These decreases are a result of the temporary suspension of operations at all of our resorts from late March 2020 through June 2020 in response to the COVID-19 pandemic.

~~Segment Owned Resort EBITDA~~.Our Owned Resort EBITDA for the six months ended June 30, 2020 decreased $14.9 million, or 71.1%, compared to the six months ended June 30, 2019. These decreases are a result of the temporary suspension of operations at all of our resorts from late March 2020 through June 2020 in response to the COVID-19 pandemic.

~~Dominican Republic~~

The following tables set forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Dominican Republic segment for the six months ended June 30, 2020 and 2019 for the total segment portfolio and comparable segment portfolio:

~~Total Portfolio~~

Six Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy 28.6 % 72.2 % (43.6 )pts (60.4 )%
Net Package ADR $ 226.04
$ 210.59
$ 15.45
7.3 %
Net Package RevPAR $ 64.74
$ 152.10
$ (87.36 ) (57.4 )%
($ in thousands)
Net Package Revenue $ 31,152
$ 46,646
$ (15,494 ) (33.2 )%
Net Non-package Revenue 4,455
8,995
(4,540 ) (50.5 )%
Owned Net Revenue 35,607
55,641
(20,034 ) (36.0 )%
Owned Resort EBITDA $ 2,908
$ 18,506
$ (15,598 ) (84.3 )%
Owned Resort EBITDA Margin 8.2 % 33.3 % (25.1 )pts (75.4 )%

~~Comparable Portfolio~~

Six Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy 36.7 % 84.5 % (47.8 )pts (56.6 )%
Net Package ADR $ 180.36
$ 213.01
$ (32.65 ) (15.3 )%
Net Package RevPAR $ 66.19
$ 179.89
$ (113.70 ) (63.2 )%
($ in thousands)
Net Package Revenue $ 13,493
$ 36,468
$ (22,975 ) (63.0 )%
Net Non-package Revenue 2,579
7,048
(4,469 ) (63.4 )%
Owned Net Revenue 16,072
43,516
(27,444 ) (63.1 )%
Owned Resort EBITDA $ 2,787
$ 15,976
$ (13,189 ) (82.6 )%
Owned Resort EBITDA Margin 17.3 % 36.7 % (19.4 )pts (52.9 )%

~~Segment Comparable Owned Net Revenue~~. Our Comparable Owned Net Revenue for the six months ended June 30, 2020 decreased $27.4 million, or 63.1%, compared to the six months ended June 30, 2019. These decreases are a result of the temporary suspension of operations at all of our resorts from late March 2020 through June 2020 in response to the COVID-19 pandemic.

~~Segment Comparable Owned Resort EBITDA~~.Our Comparable Owned Resort EBITDA for the six months ended June 30, 2020 decreased $13.2 million, or 82.6%, compared to the six months ended June 30, 2019. These decreases are a result of the temporary suspension of operations at all of our resorts from late March 2020 through June 2020 in response to the COVID-19 pandemic.

~~Jamaica~~

The following table sets forth information with respect to our Occupancy, Net Package ADR, Net Package RevPAR, Net Package Revenue, Net Non-package Revenue, Owned Net Revenue, Owned Resort EBITDA and Owned Resort EBITDA Margin for our Jamaica segment for the six months ended June 30, 2020 and 2019 for the total segment portfolio:

~~Total Portfolio~~

Six Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy 37.0 % 81.9 % (44.9 )pts (54.8 )%
Net Package ADR $ 355.09
$ 322.63
$ 32.46
10.1 %
Net Package RevPAR $ 131.43
$ 264.10
$ (132.67 ) (50.2 )%
($ in thousands)
Net Package Revenue $ 44,506
$ 92,794
$ (48,288 ) (52.0 )%
Net Non-package Revenue 7,494
16,817
(9,323 ) (55.4 )%
Owned Net Revenue 52,000
109,611
(57,611 ) (52.6 )%
Owned Resort EBITDA $ 10,976
$ 38,979
$ (28,003 ) (71.8 )%
Owned Resort EBITDA Margin 21.1 % 35.6 % (14.5 )pts (40.7 )%

~~Comparable Portfolio~~

Six Months Ended June 30, Increase / Decrease
2020 2019 Change % Change
Occupancy 35.3 % 81.7 % (46.4 )pts (56.8 )%
Net Package ADR $ 380.91
$ 349.98
$ 30.93
8.8 %
Net Package RevPAR $ 134.64
$ 285.95
$ (151.31 ) (52.9 )%
($ in thousands)
Net Package Revenue $ 34,992
$ 73,662
(38,670 ) (52.5 )%
Net Non-package Revenue 6,111
13,390
(7,279 ) (54.4 )%
Owned Net Revenue 41,103
87,052
(45,949 ) (52.8 )%
Owned Resort EBITDA $ 8,167
$ 31,798
$ (23,631 ) (74.3 )%
Owned Resort EBITDA Margin 19.9 % 36.5 % (16.6 )pts (45.5 )%

~~Segment Comparable Owned Net Revenue~~. Our Owned Net Revenue for the six months ended June 30, 2020 decreased $45.9 million, or 52.8%, compared to the six months ended June 30, 2019. These decreases are a result of the temporary suspension of operations at all of our resorts from late March 2020 through June 2020 in response to the COVID-19 pandemic.

~~Segment Comparable Owned Resort EBITDA~~. Our Owned Resort EBITDA for the six months ended June 30, 2020 decreased $23.6 million, or 74.3%, compared to the six months ended June 30, 2019. These decreases are a result of the temporary suspension of operations at all of our resorts from late March 2020 through June 2020 in response to the COVID-19 pandemic.

Non-U.S. GAAP Financial Measures

Reconciliation of Net ~~Income~~Loss to Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization)

The following is a reconciliation of our U.S. GAAP net ~~(loss) income~~loss to EBITDA, Adjusted EBITDA, Owned Resort EBITDA and Comparable Owned Resort EBITDA for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ ($ in thousands):


														Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,							2021		2020
	2020			2019			2020			2019
Net (loss) income	$	(87,458	)	$	1,040		$	(110,014	)	$	44,028
Net loss													Net loss	$	(69,745)	$	(22,556)
Interest expense	20,916			10,666			41,871			24,860			Interest expense	18,167		20,955
Income tax benefit	(14,647		)	(1,008		)	(13,536		)	(11,555		)
Income tax (benefit) provision													Income tax (benefit) provision	(1,951)		1,111
Depreciation and amortization	22,400			25,908			47,359			48,219			Depreciation and amortization	20,883		24,959
EBITDA	(58,789		)	36,606			(34,320		)	105,552			EBITDA	(32,646)		24,469
Other (income) expense ^(a)	(4,853		)	(364		)	(947		)	238
Other expense (a)													Other expense (a)	706		3,906
Share-based compensation	2,719			2,014			5,942			4,762			Share-based compensation	3,179		3,223
Pre-opening expenses	—			202			—			291

Transaction expense ^(b)	289			1,273			875			3,240			Transaction expense (b)	579		586
Severance expense^(c)	1,246			133			2,444			133			Severance expense (c)	1,287		1,198
Other tax expense^(d)	231			443			468			802			Other tax expense (d)	163		237

Impairment loss ^(e)	25,268			—			41,441			—			Impairment loss (e)	24,011		16,173
Loss on sale of assets	1,729			—			1,729			—			Loss on sale of assets	273		—
Non-service cost components of net periodic pension benefit (cost) ^(f)	738			(249		)	1,289			(175		)
Non-service cost components of net periodic pension (cost) benefit (f)													Non-service cost components of net periodic pension (cost) benefit (f)	(57)		551
Adjusted EBITDA	(31,422		)	40,058			18,921			114,843			Adjusted EBITDA	(2,505)		50,343
Other corporate	7,606			9,887			18,577			18,393			Other corporate	9,394		10,971
Management fee income	18			(551		)	(627		)	(1,485		)	Management fee income	(344)		(645)
Owned Resort EBITDA	(23,798		)	49,394			36,871			131,751			Owned Resort EBITDA	6,545		60,669
Less: Non-comparable Owned Resort EBITDA	(6,456		)	4,842			6,791			18,749			Less: Non-comparable Owned Resort EBITDA	370		5,214
Comparable Owned Resort EBITDA ^(g)	$	(17,342	)	$	44,552		$	30,080		$	113,002		Comparable Owned Resort EBITDA (g)	$	6,175	$	55,455

________


^(a) (a)	Represents changes in foreign exchange and other miscellaneous expenses or income.


^(b)	Represents expenses incurred in connection with corporate initiatives, such as: debt refinancing costs; other capital raising efforts; the redesign and build-out of our internal controls and strategic initiatives, such as the launch of a new resort or possible expansion into new markets.


^(c)	~~Represents expenses incurred for employee terminations.~~


^(d)	Relates primarily to a Dominican Republic asset/revenue tax, which is an alternative tax to income tax in the Dominican Republic. We eliminate this expense from Adjusted EBITDA because it is substantially similar to the income tax provision we eliminate from our calculation of EBITDA.

^(e)

Represents the property and equipment impairment loss related to the sale of Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark recognized during the second quarter of 2020 and the impairment loss on the goodwill of our Jewel Paradise Cove Beach Resort & Spa, Jewel Dunn's River Beach Resort and Jewel Runaway Bay Beach Resort & Waterpark reporting units recognized during the first quarter of 2020.


^(f)	Represents the non-service cost components of net periodic pension benefit (cost) recorded within other income (expense) in the Condensed Consolidated Statement of Operations. Previously, these amounts were presented within direct expense. We include these benefits (costs) for the purposes of calculating Adjusted EBITDA as they are considered part of our ongoing resort operations.

^(g)

Comparable resorts for the three and six months ended June 30, 2020 exclude the following: Hilton La Romana All-Inclusive Resort and Hilton Playa del Carmen All-Inclusive Resort, which were under renovation in 2019, Hyatt Ziva and Hyatt Zilara Cap Cana, a ground-up development opened November 2019 and Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark which were sold in May 2020.

(b) Represents expenses incurred in connection with corporate initiatives, such as: debt refinancing costs; other capital raising efforts; and strategic initiatives, such as the launch of a new resort or possible expansion into new markets.

(d) Relates primarily to a Dominican Republic asset/revenue tax, which is an alternative tax to income tax in the Dominican Republic. We eliminate this expense from Adjusted EBITDA because it is substantially similar to the income tax provision or benefit we eliminate from our calculation of EBITDA.

(e) Represents the property and equipment impairment loss on our Capri Resort recognized as a result of the sale agreement we entered into during the first quarter of 2021 and goodwill impairment losses recognized during the first quarter of 2020 at the Jewel Runaway Bay Beach Resort & Waterpark, Jewel Dunn’s River Beach Resort & Spa and Jewel Paradise Cove Beach Resort & Spa from the decrease in forecasted future cash flows due to COVID-19. Refer to further discussion in Note 4 and Note 14.

(f) Represents the non-service cost components of net periodic pension (cost) benefit recorded within other expense in the Condensed Consolidated Statement of Operations. We include these for the purposes of calculating Adjusted EBITDA as they are considered part of our ongoing resort operations.

(g) Comparable resorts for the three months ended March 31, 2021 exclude the following: Dreams Puerto Aventuras, which was sold in February 2021, and Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark which were sold in May 2020.

Seasonality

The seasonality of the lodging industry and the location of our resorts in Mexico and the Caribbean generally result in the greatest demand for our resorts between mid-December and April of each year, yielding higher occupancy levels and package rates during this period. This seasonality in demand has resulted in predictable fluctuations in revenue, results of operations, and liquidity, which are consistently higher during the first quarter of each year than in successive quarters.

However, the COVID-19 pandemic has altered this seasonal trend in ~~2020.~~2020 and 2021. See “Impact of COVID-19 Pandemic” above for more information regarding the effects of the COVID-19 pandemic on our results of operations.

Inflation

Operators of lodging properties, in general, possess the ability to adjust room rates to reflect the effects of inflation. However, competitive pressures, in addition to the effects of the COVID-19 pandemic, may limit our ability to raise room rates to fully offset inflationary cost increases. See “Impact of COVID-19 Pandemic” above for more information regarding the effects of the COVID-19 pandemic on our results of operations.

Liquidity and Capital Resources

The suspension of operations of all of our resorts, which account for all of our revenue, as a result of the COVID-19 pandemic from late March until July 2020, ~~and~~ the phased re-opening thereafter and the severely reduced occupancy we have experienced since, has had a significant adverse effect on our liquidity. Our cash flow from operations as of June 30, 2020 was a loss of $28.4 million and could remain negative for the third quarter of 2020 and be adversely affected for the duration of the COVID-19 pandemic. As of July 31, 2020 we had approximately $228.0 million of available cash excluding $25.7 million of restricted cash. See “Impact of COVID-19 Pandemic” above for information regarding the measures we have taken to preserve our available cash.

As of March 31, 2021, we had $200.4 million of available cash, excluding restricted cash, up from $146.9 million as of December 31, 2020. The increase in available cash was primarily attributable to the net cash proceeds from our equity raise of $137.7 million and the sale of the Dreams Puerto Aventuras for $34.3 million, partially offset by cash used in the three months ended March 31, 2021 of $28.2 million, the repayment of our outstanding Revolving Credit Facility balance of $84.7 million, development capital expenditures of $2.2 million and maintenance capital expenditures of $1.3 million.

Our primary short-term cash needs are paying operating expenses, maintaining our resorts, and servicing our outstanding indebtedness. As of ~~June 30, 2020,~~March 31, 2021, we had ~~$45.8~~$68.0 million of scheduled contractual obligations remaining in ~~2020.~~2021. We have deferred substantially all development, expansion, renovation, repositioning and rebranding projects, ~~until at least 2021,~~ with timing subject to the duration of the COVID-19 pandemic and the pace at which our business returns to more normalized levels.

We expect to meet our short-term liquidity requirements generally through our existing cash balances, the sale of non-core assets and, if necessary, ~~additional~~equity issuances or short-term borrowings ~~or equity issuances. On June 12, 2020,~~under our Revolving Credit Facility. As of March 31, 2021, we ~~announced~~had $85.0 million available on our Revolving Credit Facility, of which $68.0 million does not mature until January 2024. Additionally, in March 2021 we entered into an agreement to sell the Capri Resort for total cash consideration of $55.0 million. The sale is expected to close during the second quarter of 2021, however there is no assurance that we ~~had raised $224.0 million of additional capital from affiliates of Davidson Kempner Capital Management LP in~~will complete the form of $204.0 million of additional debt financing and $20.0 million of equity financing at a price of $4.10 per share. In addition, we sold Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark for a total consideration of $60.0 million in cash in the second quarter.transaction.

Long-term liquidity needs may include property developments, expansions, renovations, repositioning and rebranding projects, potential acquisitions and the repayment of indebtedness. As of ~~June 30, 2020,~~March 31, 2021, our total debt obligations were ~~$1,270.1~~$1,180.1 million (which represents the principal amounts outstanding under our Revolving Credit Facility, Term Loans, ~~and~~ Property Loan and financing lease obligations, excluding ~~a $6.3~~$5.3 million of issuance ~~discount on our Term Loan~~discounts and ~~$11.9~~$9.7 million of unamortized debt issuance costs). We expect to meet our long-term liquidity requirements generally through the sources available for short-term needs, as well as equity or debt issuances or proceeds from the potential disposal of assets.

We are continuing to monitor our liquidity and we may pursue additional sources of liquidity as needed. The availability of additional liquidity options will depend on the economic and financial environment, our credit, our historical and projected financial and operating performance and continued compliance with financial covenants. If operating conditions do not improve, whether as a result of the current pandemic or a resurgence thereof or for other reasons, we may not be able to maintain our current liquidity position or access additional sources of liquidity at acceptable terms or at all.

Financing Strategy

We intend to use other financing sources that may be available to us from time to time, including financing from banks, institutional investors or other lenders, such as bridge loans, letters of credit, joint ventures and other arrangements. Future financings may be unsecured or may be secured by mortgages or other interests in our assets. In addition, we may issue publicly or privately placed debt or equity securities. When possible and desirable, we will seek to replace short-term financing with long-term financing. We may use the proceeds from any financings to refinance existing indebtedness, to finance resort projects or acquisitions or for general working capital or other purposes.

Our indebtedness may be recourse, non-recourse or cross-collateralized and may be fixed rate or variable rate. If the indebtedness is non-recourse, the obligation to repay such indebtedness will generally be limited to the particular resort or resorts pledged to secure such indebtedness. In addition, we may invest in resorts subject to existing loans secured by mortgages or similar liens on the resorts or may refinance resorts acquired on a leveraged basis.

Cash Flows

The following table summarizes our net cash provided by or used in operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with our Condensed Consolidated Statements of Cash Flows and accompanying notes thereto ($ in thousands):

Six Months Ended June 30,
2020 2019
Net cash (used in) provided by operating activities $ (28,396 ) $ 86,076
Net cash provided by (used in) investing activities $ 58,862
$ (88,947 )
Net cash provided by (used in) financing activities $ 227,544
$ (8,972 )


	Three Months Ended March 31,
	2021		2020
Net cash (used in) provided by operating activities	$	(26,562)	$	26,725
Net cash provided by investing activities	$	29,622	$	2,013
Net cash provided by financing activities	$	50,446	$	19,941

Net Cash Provided by or Used in Operating Activities

Our net cash (used in) provided by operating activities is generated primarily from operating ~~(loss or)~~loss or income from our resorts. For the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, our net cash used in operating activities was ~~$28.4~~$26.6 million. For the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020, our net cash provided by operating activities was ~~$86.1~~$26.7 million.

•Net loss of ~~$110.0~~$69.7 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 included significant non-cash income and expenses, including ~~$47.4~~$20.9 million of depreciation and amortization, ~~$41.4~~$24.0 million of impairment losses, ~~$5.9~~$3.2 million of share-based compensation, and a ~~$11.4~~$2.6 million ~~loss~~gain on the fair value of our interest rate swaps, offset by changes in our assets and liabilities through the normal course of operations.

•Net ~~income~~loss of ~~$44.0~~$22.6 million for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 included significant non-cash ~~and cash~~ expenses, including ~~$48.2~~$25.0 million of depreciation and amortization, ~~$4.8~~$16.2 million of goodwill impairment losses, $3.2 million of share based compensation, and a ~~$1.1~~$6.4 million loss on the fair value of our interest rates swaps, offset by changes in our assets and liabilities through the normal course of operations.

Net Cash Provided by or Used in Investing Activities

For the ~~six~~three months ended ~~June 30,~~March 31, 2021, our net cash provided by investing activities was $29.6 million. For the three months ended March 31, 2020, our net cash provided by investing activities was ~~$58.9 million. For the six months ended June 30, 2019 our net cash used in financing activities was $88.9~~$2.0 million.

Activity for the ~~six~~three months ended ~~June 30, 2020:~~March 31, 2021:

•Net proceeds from the sale of assets of ~~$58.1~~$34.2 million; and

•Purchases of property and equipment of ~~$7.4~~$4.6 million.

Activity for the three months ended March 31, 2020:

•Purchases of property and equipment of $6.4 million;

•Purchase of intangible assets of $0.1 million; and

•Receipt of key money of $8.5 million.

~~Activity for the six months ended June 30, 2019:~~

~~Purchases of property and equipment of $92.0 million;~~

~~Purchase of intangibles of $1.4 million;~~

~~Property damage insurance proceeds of $2.0 million; and~~

~~Receipt of key money of $2.5 million.~~

Capital Expenditures

We maintain each of our properties in good repair and condition and in conformity with applicable laws and regulations, franchise and license agreements and management agreements. Capital expenditures made to extend the service life or increase the capacity of

our assets, including expenditures for the replacement, improvement or expansion of existing capital assets ~~(“Maintenance Capital Expenditures”)~~(i.e., maintenance capital expenditures), differ from ongoing repair and maintenance expense items, which do not in our judgment extend the service life or increase the capacity of assets and are charged to expense as incurred. We have approval rights over capital expenditures made by our third-party manager as part of the annual budget process for each property they manage. From time to time, certain of our resorts may be undergoing renovations as a result of our decision to upgrade portions of the resorts, such as guestrooms, public space, meeting space, gyms, spas and/or restaurants, in order to better compete with other ~~hotels~~resorts in our ~~markets (“Development Capital Expenditures”).~~markets. Due to the impacts of the COVID-19 pandemic on our liquidity, we ~~have~~ deferred all non-critical capital expenditures for the remainder of the year.

Net Cash Used in and Provided by Financing Activities

Our net cash provided by financing activities was ~~$227.5~~$50.4 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 compared to ~~$9.0~~$19.9 million inof cash ~~used in~~provided by financing activities for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020.

Activity for the ~~six~~three months ended ~~June 30, 2020:~~March 31, 2021:

•Net proceeds from ~~debt issuance of $199.6 million;~~

~~Proceeds from borrowings on~~ our ~~Revolving Credit Facility of $40.0 million;~~

~~Net proceeds from~~ equity issuance of ~~$19.6~~$137.7 million;

•Principal payments on our Term Loan of ~~$5.1~~$2.5 million; and

~~Issuance costs of debt of $8.7 million;~~

•Repayments on our Revolving Credit Facility of ~~$15.3 million; and~~

~~Repurchases of ordinary shares of $2.5~~$84.7 million.

Activity for the ~~six~~three months ended ~~June 30, 2019:~~March 31, 2020:

•Principal payments on our Term Loan of ~~$5.1~~$2.5 million;

•Proceeds from borrowings on revolving credit facility of $40.0 million;

•Repayment from borrowings on revolving credit facility of $15.0 million; and

•Repurchases of ordinary shares of ~~$3.9~~$2.5 million.

~~Share Repurchases~~

On December 14, 2018, our Board authorized the repurchase of up to $100.0 million of our outstanding ordinary shares as means of returning capital to our shareholders. Repurchases may be made from time to time in the open market, in privately negotiated transactions or by other means (including Rule 10b5-1 trading plans). Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. During the first quarter of 2020, we purchased 340,109 ordinary shares at an average price of $7.35 per share. We did not repurchase any shares during the second quarter of 2020. We have purchased a total of 2,178,837 shares and there was approximately $83.5 million remaining under our share repurchase authorization as of June 30, 2020. As part of our cash preservation efforts given our liquidity position as a result of the COVID-19 pandemic, we have ~~suspended repurchases of our ordinary shares under our share repurchase program until we have more visibility into the longer-term impact of COVID-19 and economic conditions improve.~~

Senior Secured Credit Facility

Playa Resorts Holding B.V., a subsidiary of ours, holds a senior secured credit facility ~~(“Senior~~(the “Senior Secured Credit Facility”), pursuant to the Existing Credit Agreement, which consists of a term loan facility which ~~matures~~is scheduled to mature on April 27, 2024 (“Term Loan”) and ~~our Revolving Credit Facility~~a revolving credit facility a portion of which ~~matures~~is scheduled to mature on April 27, 2022. We borrowed $530.0 million under our initial term loan facility on April 27, 2017 (our “First Term Loan”). We received net proceeds of $32.5 million from our First Term Loan after prepaying our existing Senior Secured Credit Facility2022 and a portion of ~~our Senior Notes due 2020 and deducting a debt issuance discount of $1.3 million and unamortized debt issuance costs of $2.6 million.~~

~~We borrowed an additional $380.0 million under an incremental term loan facility (our “Second Term Loan” and together with the First~~which is scheduled to mature on January 27, 2024 (“Revolving Credit Facility”). The Term Loan the “Initial Term Loan”) on December 6, 2017. We received no proceeds from the Second Term Loan after full repayment of our Senior Notes due 2020 and deducting a debt issuance discount of $1.0 million and unamortized debt issuance costs of $0.2 million.

~~Our Initial Term Loan bore~~bears interest at a rate per annum equal to LIBOR plus ~~3.25%~~2.75% (where the applicable LIBOR rate ~~had~~has a 1.0% floor), and interest continued to be payable in cash in arrears on the last day of the applicable interest period (unless we elected to use the ABR rate in which case, interest was payable on the last business day of each of March, June, September and December).

Effective March 29, 2018, we entered into two interest rate swaps to mitigate the long-term interest rate risk inherent in our variable rate Term Loan. The interest rate swaps have an aggregate fixed notional value of $800.0 million. The fixed rate paid by us is 2.85% and the variable rate received resets monthly to the one-month LIBOR rate.

On June 7, 2018, we entered into the Second Amendment to Amended & Restated Credit Agreement (the “Amendment”), which amended the Amended & Restated Credit Agreement, dated as of April 27, 2017 (the “Existing Credit Agreement”), governing our Senior Secured Credit Facility. The Amendment amended the Existing Credit Agreement to, among other things (i) effect an incremental term loan facility of $100.0 million (the “Third Term Loan” and, together with the Initial Term Loan, the “Term Loan”) that was incurred pursuant to the exercise of our option to request incremental loans under the Existing Credit Agreement and (ii) decrease the interest rate applicable to the Term Loan by 0.50% to, at our option, either a base rate plus a margin of 1.75% or LIBOR plus a margin of 2.75%. The ~~other terms to the Existing Credit Agreement were not affected by the Amendment.~~

Our Term Loan requires quarterly payments of principal equal to 0.25% of the original principal amount of the Term Loan on the last business day of each March, June, September and December. The remaining unpaid amount of our Term Loan is due and payable at maturity on April 27, 2024. We may voluntarily prepay borrowings at any time without premium or penalty, subject to customary breakage costs in the case of LIBOR-based loans.

~~Our~~ Revolving Credit Facility bears interest at ~~variable interest rates that are, at~~LIBOR plus 3.00% with respect to the ~~Borrower's option, either based on~~portion maturing in April 2022, and LIBOR ~~or based on an alternate base rate derived from~~plus 4.00% with respect to the ~~greatest of the federal funds rate plus a spread, prime rate, or a one-month euro-currency rate plus a spread.~~portion maturing January 2024. We are required to pay a commitment fee ranging from 0.25% to 0.5% per annum ~~(depending on the level of our consolidated secured leverage ratio in effect from time to time)~~ on the average daily undrawn ~~balance.~~balance of the Revolving Credit Facility.

The Senior Secured Facility requires that most of our subsidiaries, and in some limited cases the Company, comply with covenants relating to customary matters, including with respect to incurring indebtedness and liens, paying dividends or making certain other distributions or redeeming equity interests, making acquisitions and investments, effecting mergers and asset sales, prepaying junior indebtedness, and engaging in transactions with affiliates.

~~Fourth Amendment to Amended and Restated Credit Agreement~~

~~On June 12, 2020, we entered into the Fourth Amendment to the Amended & Restated Credit Agreement (the “Fourth Amendment”, and collectively with the unamended terms of~~obligations under the Senior Secured Credit Facility are guaranteed by (a) substantially all of our material subsidiaries, subject to certain exceptions and (b) the ~~“Existing Credit Agreement”).~~ Company on a limited recourse basis, with such guaranty being collateralized by a lien on our ordinary shares.

The ~~terms~~obligations are further collateralized by, among other things, a lien on (i) all resorts located in Mexico, (ii) certain personal property associated with such resort properties and (iii) pledges of ~~the Senior Secured Credit Facility remain~~equity interests in ~~effect except for the following terms modified by the Fourth Amendment:~~certain of our subsidiaries that directly or indirectly own equity interests in any resort property or certain management companies.


i.	~~replace the total net leverage ratio requirement of the financial covenant with a minimum liquidity test until September 30, 2021 (the “Relief Period”);~~


~~ii.~~	~~modify the financial covenant for certain test dates after the Relief Period; and~~


~~iii.~~	~~add certain restrictions on, among other things, the incurrence of additional debt and making of investments, dispositions and restricted payments during the Relief Period.~~

Additional Credit Facility

On June 12, 2020, we entered into an additional senior secured credit facility with an average interest rate of 9.25% that matures on April 27, 2024 and ranks pari passu with the Existing Credit Agreement (the “Additional Credit Facility”). The Additional Credit Facility consists of the following term loans:


i.	~~$35.0 million term loan at fixed rate of 11.4777% (the “Term A1 Loan”);~~


~~ii.~~	i.$35.0 million term loan at fixed rate of 11.4777% (the “Term A1 Loan”); ii.$31.0 million term loan at fixed rate of 11.4777% (the “Term A2 Loan”); and iii.$28.0 million term loan at our option of either a base rate plus a margin of 2.00% or LIBOR plus 3.00% (the “Term A3 Loan”). Term A3 Loan is subject to a 1.0% floor consistent with the Existing Credit Agreement. We have used and


~~iii.~~	$28.0 million term loan at our option of either a base rate plus a margin of 2.00% or LIBOR plus 3.00% (the “Term A3 Loan”). Term A3 Loan is subject to a 1.0% floor consistent with the Existing Credit Agreement.

We intend to use the proceeds from the Additional Credit Facility for general corporate purposes. The obligations under the Additional Credit Facility are collateralized in a manner that is substantially identical to the Existing Credit Agreement.

Prior to the maturity date, the Additional Credit Facility does not require principal payments, but does include mandatory prepayment requirements for the Term A3 Loan that are consistent with the Existing Credit Agreement. Mandatory prepayments are required for certain asset sales, casualty events and condemnation events ~~(the “Triggering Events”)~~ that are not reinvested in our business where our total net leverage ratio is above 4.00x. We may not voluntarily prepay any portion of the Additional Credit Facility prior to June 2023 without paying a make-whole premium equal to 100% of the interest that would have otherwise accrued from the date of such payment through June 2022 plus 50% of the interest that otherwise would have accrued from June 2022 to June 2023. Subsequent to June 2023, we may prepay any portion of the Additional Credit Facility without penalty.

In connection with the Additional Credit Facility, we terminated the remaining $15.0 million of unused capacity of our Revolving Credit Facility under the Existing Credit Agreement. The Additional Credit Facility contains covenants (including a springing financial maintenance covenant) identical to those contained in the Existing Credit Agreement.

Property Loan Agreement

On June 12, 2020, we entered into a property loan agreement in the amount of $110.0 million that has a fixed interest rate of 9.25% and matures on July 1, 2025 (the “Property Loan”). Prior to maturity, the Property Loan does not require principal payments. The Property Loan is collateralized by the mortgages of our Hyatt Ziva and Hyatt Zilara Cap Cana properties located in the Dominican Republic and the Hilton Rose Hall Resort & Spa located in Jamaica (collectively the “Properties”). We intend to use the proceeds of the Property Loan to finance the operation and management of the Properties and for general corporate purposes.

During the term of the Property Loan, we are required to deposit certain cash reserves including reserves for operating expenses, debt service and certain property improvement plan required work. We will continue to fund the reserves until the Properties achieve a debt service coverage ratio of 1.50x for two consecutive calendar quarters. These reserves are presented as restricted cash on our Condensed Consolidated Balance Sheet,, which had a balance of ~~$27.9~~$25.9 million as of ~~June 30, 2020.~~March 31, 2021.

Contractual Obligations

As of ~~June 30, 2020,~~March 31, 2021, there have been no significant changes to our “Contractual Obligations” table in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report, other than the change in our debt and related repayment requirements described below.

~~Total~~Our total debt ~~increased $223.7~~decreased $87.2 million from ~~$1,046.4~~$1,267.3 million as of December 31, ~~2019~~2020 to ~~$1,270.1~~$1,180.1 million as of ~~June 30, 2020.~~March 31, 2021. This ~~increase~~decrease was driven primarily by ~~an increase in~~ the ~~amount~~repayment of the $84.7 million balance previously outstanding on our Revolving Credit Facility. As a result, we have no balance outstanding on our Revolving Credit Facility ~~additional proceeds from Term Loans and addition~~as of ~~a Property Loan (see~~ March 31, 2021.

~~Note 11), which was offset by scheduled principal payments. We do not anticipate making any further payments on our Revolving Credit Facility in 2020.~~ Additionally, in connection with the terms of the Existing Credit Agreement, we are required to use the net proceeds from the sale of assets to prepay the proportionate balance on our Senior Secured Credit Facility if our net leverage ratio is above 4.00x. In ~~November 2021,~~May 2022 and February 2023, we anticipate that we will prepay the net proceeds ~~which was $56.5 million as of June 30, 2020,~~ from the ~~sale~~sales of the Jewel Dunn’s River Beach Resort & Spa and Jewel Runaway Bay Beach Resort & Waterpark ~~less~~ of $27.6 million and the Dreams Puerto Aventuras of $11.9 million, respectively, which include incremental transaction ~~costs~~costs and capital expenditures incurred across our portfolio leading up to the prepayment date.

Off Balance Sheet Arrangements

We had no off balance sheet arrangements for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.

Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements included herein have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts and related disclosures. A number of our significant accounting policies are critical due to the fact that they require us to exercise a higher degree of judgment and estimation based on assumptions that are inherently uncertain. While we believe our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions, which could have a material effect on our financial position, results of operations and related disclosures. The impacts of the COVID-19 pandemic have increased uncertainty, which has reduced our ability to use past results to estimate future performance. Accordingly, our estimates and judgments may be subject to greater volatility than has been the case in the past.

We have discussed those estimates that we believe are critical and require the use of complex judgment in their application in our Consolidated Financial Statements included within our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the SEC on ~~February 27, 2020.~~March 4, 2021. There have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them except for those disclosed in Note 2 to our Condensed Consolidated Financial Statements.

Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents, restricted cash, trade and other receivables, accounts receivable from related parties, certain prepayments and other assets, trade and other payables, payables to related parties, derivative financial

instruments, other liabilities including our pension obligation and ~~debt.~~debt (excluding the financing lease obligation). See Note 13,, “Fair value of financial instruments,” to our Condensed Consolidated Financial Statements for more information.

Related Party Transactions

See Note 6, “Related party transactions,” to our Condensed Consolidated Financial Statements for information on these transactions.

Recent Accounting Pronouncements

See the recent accounting pronouncements in Note 2 to our Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

In the normal course of operations, we are exposed to interest rate risk and foreign currency risk which may impact future income and cash flows.

Interest Rate Risk

The risk from market interest rate fluctuations mainly affects long-term debt bearing interest at a variable interest rate. We currently use an interest rate swap (see Note 12 of our Condensed Consolidated Financial Statements) to manage exposure to this risk. As of ~~June 30, 2020, 23%~~March 31, 2021, 17% of our outstanding indebtedness bore interest at floating rates and ~~77%~~83% bore interest at fixed rates. If market rates of interest on our floating rate debt were to increase by 1.0%, the increase in interest expense on our floating rate debt would decrease our future earnings and cash flows by approximately ~~$1.2~~$0.2 million annually, assuming the balance outstanding under our Revolving Credit Facility remained at ~~$84.7~~$0 million. If market rates of interest on our floating rate debt were to decrease by 1.0%, ~~the decrease in interest expense~~there would be no impact on our floating rate debt ~~would increase~~or our future earnings and cash flows, ~~by approximately $0.2 million annually,~~ assuming the balance outstanding under our Revolving Credit Facility remained at ~~$84.7~~$0 million and ~~given~~ the current LIBOR rate on our floating rate debt ~~can~~could not fall below the 1%existing 1.0% LIBOR floor.

Foreign Currency Risk

We are exposed to exchange rate fluctuations because all of our resort investments are based in locations where the local currency is not the U.S. dollar, which is our reporting currency. For the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 approximately ~~3.0%~~3.4% of our revenues were denominated in currencies other than the U.S. dollar. As a result, our revenues reported on our Condensed Consolidated Statements of Operations are affected by movements in exchange rates.

Approximately ~~81.1%~~82.6% of our operating expenses for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 were denominated in the local currencies in the countries in which we operate. As a result, our operating expenses reported on our Condensed Consolidated Statements of Operations are affected by movements in exchange rates.

The foreign currencies in which our expenses are primarily denominated are the Mexican Peso, Dominican Peso and the Jamaican Dollar. The effect of an immediate 5% adverse change in foreign exchange rates on Mexican Peso-denominated expenses at ~~June 30, 2020~~March 31, 2021 would have impacted our net income before tax by approximately ~~$2.5~~$1.5 million on a year-to-date basis. The effect of an immediate 5% adverse change in foreign exchange rates on Dominican Peso-denominated expenses at ~~June 30, 2020~~March 31, 2021 would have impacted our net income before tax by approximately ~~$1.3~~$0.8 million on a year-to-date basis. The effect of an immediate 5% adverse change in foreign exchange rates on Jamaican Dollar-denominated expenses at ~~June 30, 2020~~March 31, 2021 would have impacted our net income before tax by approximately ~~$1.9~~$0.7 million on a year-to-date basis.

At this time, we do not have any outstanding derivatives or other financial instruments designed to hedge our foreign currency exchange risk.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures.

We maintain a set of disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that ongoing evaluation, including the remedial actions and the material weakness in internal control over financial reporting described below, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of ~~June 30, 2020.~~March 31, 2021.

Changes in Internal Control Over Financial Reporting.

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 4, 2021, we identified a material weakness in our internal control over financial reporting that existed as of December 31, 2020. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or detected on a timely basis. We previously reported the following material weakness in our internal control over financial reporting that existed as of December 31, 2020, which has not been remediated as of March 31, 2021:

•The control activities related to our income tax provision did not operate with a level of precision that would identify a material misstatement (the “Tax Weakness”).

We have initiated and implemented measures designed to improve our internal controls processes and procedures related to income tax accounting. As a result of these efforts, we believe we are making progress toward remediating the underlying causes of the material weakness. Specifically, we hired additional resources and are in the process of developing and implementing enhanced policies, procedures and controls relating to income tax account reconciliations and analysis, including enhancing our documentation to reflect the control attributes that are performed and enhancing the precision of the control.

However, effectiveness will need to be successfully tested over several quarters before we can conclude that the Tax Weakness has been remediated. There can be no assurance that we will be successful in making these improvements and in remediating our current material weakness in a timely manner, or at all, and we may not prevent future material weaknesses from occurring.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our financial condition, cash flows or results of operations. The outcome of claims, lawsuits and legal proceedings brought against us, however, is subject to significant uncertainties. Refer to Note 7 to our financial statements included in “Item 1. Financial Statements” of this Form 10-Q for a more detailed description of such proceedings and contingencies.

Item 1A. Risk Factors.

~~We are supplementing~~As of March 31, 2021, there have been no material changes from the risk factors ~~described under “Item 1A. Risk Factors”~~previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020, filed with the ~~additional risk factor set forth below,~~SEC on March 4, 2021, which ~~supplements, and to the extent inconsistent, supersedes such risk factors.~~

~~The effects of the ongoing COVID-19 pandemic are having a significant material adverse effect on our business, results of operations, cash flows and financial condition and if the pandemic~~ is ~~long-lasting these effects could be severe.~~

The outbreak of the coronavirus (COVID-19) pandemic has led governments and other authorities around the world to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. As a result, the pandemic has significantly disrupted global travel, and has adversely impacted global commercial activity across the travel, lodging and hospitality industries. The COVID-19 pandemic has had, and is expected to continue to have, significant adverse impacts on economic and market conditions and resulted in global economic contraction.

~~The effects of the COVID-19 pandemic~~accessible on the hospitality industry are unprecedented with global demand for lodging drastically reduced and occupancy levels reaching historic lows. Due to the spread of the COVID-19 pandemic and in response to related governmental restrictions and advisories, reductions in scheduled airline services and potential health risks to our employees and guests, we temporarily suspended operationsSEC's website at all of our resorts in late March 2020. Our resorts began reopening in July, in stages, based on incremental easing of government restrictions and advisories and increases in scheduled commercial airline service. As a result of the suspension of operations at all of our resorts, we had no revenues from resort operations in the second quarter of 2020. As of July 1, 2020, we reopened 8 out of our 21 resorts and subsequently reopened another 4 resorts. Currently, 12 out of our 21 resorts have reopened. We cannot predict when the effects of the pandemic will subside, or if there will be a resurgence of the virus, and thus we cannot predict when we will be able to reopen our remaining resorts, whether our opened resorts will be permitted to remain open or when our business at opened resorts will return to normalized levels. The longer and more severe the pandemic, and if there are repeat or cyclical outbreaks of the COVID-19 virus beyond the one being currently experienced, the greater the material adverse effect will be on our business, results of operations, cash flows, financial condition, access to credit markets and ability to service our indebtedness.www.sec.gov.

There also can be no guarantee that when the effects of the pandemic subside the demand for lodging, and consumer confidence in travel generally, will recover as quickly as other industries. Additionally, the effects of the pandemic have had, and we expect will continue to have, a material adverse effect on our ability to consummate acquisitions and dispositions of resorts and our ability to timely complete planned capital expenditures and other projects.

~~Additional risks to our business relating to the COVID-19 pandemic include the following:~~

We have substantial debt outstanding currently, and our ability to service our significant financial obligations depends on our ability to generate significant cash flow from operations. Our cash flow from operations has been materially reduced as a result of the temporary suspension of operations at our resorts and will continue to be materially reduced as long as operations at some of our resorts remain suspended or opened resorts are operating at well-below historical levels. We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our revolving credit facility, or that we will be able to complete any necessary financings or refinancings, in amounts sufficient to enable us to pay our debts and other obligations and fund our other liquidity needs;

The agreements which govern our various debt obligations impose restrictions on our business, including certain covenants under our revolving credit facility which currently prevent additional draws on the facility and may materially impact our liquidity and financial position;

Commercial airline service has been reduced or suspended to many of the regions in which our resorts are located. If scheduled airline service does not increase or return to normal levels once our resorts are re-opened it could have a material adverse effect on our resort revenues;

The economic fallout from the effects of the pandemic on the regions in which our resorts are located could result in increases in crime, theft, vandalism and other safety and health concerns in these areas that could directly impact our resorts or could result in the perception of such risks among prospective guests, which could lead to decreased future demand for our resorts;

~~We have been and may continue to be required to recognize significant non-cash impairment charges as a result of material reductions in our cash flows from operations;~~

We may be subject to increased risks related to employee matters, including increased employment litigation and claims for severance or other benefits tied to terminations or furloughs as a result of the suspension of operations at our resorts prompted by the effects of the pandemic; and

In order to raise additional capital to fund our operations and service our indebtedness, we have issued equity securities and we may need to issue additional equity securities in the future at prices that may be dilutive to existing stockholders and that may be below what we believe to be the intrinsic value of our ordinary shares.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Unregistered Sale of Securities

The Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated June 12, 2020, with certain funds affiliated with Davidson Kempner Capital Management LP (collectively, the “Buyers”), pursuant to which the Company sold to the Buyers 4,878,049 shares of the Company’s ordinary shares (the “Purchased Shares”) at a purchase price of $4.10 per share, for an aggregate purchase price of $20,000,000. The purchase price per share agreed to by the parties was based on a 25% premium over the 30-day volume-weighted average price of the Company’s ordinary shares on the NASDAQ. The Securities Purchase Agreement contains customary representations and warranties, covenants, and indemnification provisions.None.

The sale of the Purchased Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time of issue in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

(b) Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed as part of this Form 10-Q:


Exhibit Number		Exhibit Description


~~Exhibit~~ ~~Number~~		~~Exhibit Description~~

3.1*		~~Articles of Association of Playa Hotels & Resorts N.V., as amended.~~

~~10.1~~









10.1		~~Fourth~~Fifth Amendment to Amended & Restated Credit Agreement, dated as of ~~June 12, 2020,~~February 5, 2021, among Playa Hotels & Resorts N.V., Playa Resorts Holding B.V., as Borrower, the Guarantors party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and lender and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the ~~Registrant~~Company on ~~June 12, 2020)~~February 5, 2021)

10.2*10.2		Second Amendment to Credit Agreement, dated as of ~~June 12, 2020,~~February 5, 2021, among Playa Hotels & Resorts N.V., Playa Resorts Holding B.V., as ~~Borrower, the Guarantors party thereto,~~borrower, Cortland Capital Market Services LLC, as Administrative Agent, ~~Acquiom Agency Services LLC, as Mexican Collateral Agent~~ and the ~~lenders party thereto from time to time~~

~~10.3~~	Loan Agreement, dated as of June 12, 2020, among Hilmobay Resort III, LLC and Playa Dominican Resort III, LLC, collectively, as Borrower, Hilmobay Resort Limited and Playa Dominican Resort B.V., collectively, as Security Guarantor, PHR Lender LLC, as Agent for the lenders and the severalother lenders party thereto from time to time (incorporated by reference to Exhibit ~~10.3~~10.2 to the Current Report on Form 8-K filed by the ~~Registrant~~Company on ~~June 12, 2020)~~February 5, 2021)

~~10.4~~31.1		Securities Purchase Agreement, dated June 12, 2020, by and among Playa Hotels & Resorts N.V. and the buyers listed on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on June 12, 2020)

~~31.1~~	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following materials from Playa Hotels & Resorts N.V.’s Quarterly Report on Form 10-Q for the period ended ~~June 30, 2020,~~March 31, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss (iv) Condensed Consolidated Statements of Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Playa Hotels & Resorts N.V.

Date:

~~August 6, 2020~~May 5, 2021

By:

/s/ Bruce D. Wardinski

Bruce D. Wardinski

Chairman and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the undersigned, in his capacity as the principal financial officer of the registrant.

Playa Hotels & Resorts N.V.

Date:

~~August 6, 2020~~May 5, 2021

By:

/s/ Ryan Hymel

Ryan Hymel

Chief Financial Officer

(Principal Financial Officer)



	Three Months Ended June 30, 2019
	Yucatán Peninsula		Pacific Coast		Dominican Republic		Jamaica		Other		Total
Package revenue	$	53,460	$	19,770	$	18,226	$	44,639	$	—	$	136,095
Non-package revenue	8,400		3,155		4,394		8,465		14		24,428
Management fees	—		—		—		—		551		551
Cost reimbursements	—		—		—		2,588		361		2,949
Total revenue	$	61,860	$	22,925	$	22,620	$	55,692	$	926	$	164,023



	Number of Shares		Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2020	2,157,336		$	9.03
Granted	1,076,619		7.92
Vested	(838,553	)	8.97
Forfeited	(68,409	)	8.95
Unvested balance at June 30, 2020	2,326,993		$	8.54



	December 31, 2019		Level 1		Level 2		Level 3
Fair value measurements on a recurring basis
Interest rate swap	$	31,932	$	—	$	31,932	$	—



	Carrying Value		Fair Value
	As of December 31, 2019		Level 1		Level 2		Level 3
Financial liabilities not recorded at fair value
Term Loan	$	980,658	$	—	$	—	$	983,214
Revolving Credit Facility	60,000		—		—		60,000
Total liabilities	$	1,040,658	$	—	$	—	$	1,043,214