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, 2023

OR

☐			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
(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)

+31 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			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 April 28, 2023, there were 152,255,818 shares of the registrant’s ordinary shares, €0.10 par value, outstanding.

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Table of Contents

Playa Hotels & Resorts N.V. TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
						Page
Item 1.			Financial Statements (unaudited)
			Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022			1
			Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022			2
			Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022			3
			Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2023 and 2022			4
			Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022			5
			Notes to the Condensed Consolidated Financial Statements			7
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			42
Item 4.			Controls and Procedures			43
PART II. OTHER INFORMATION
Item 1.			Legal Proceedings			44
Item 1A.			Risk Factors			44
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			44
Item 3.			Defaults Upon Senior Securities			44
Item 4.			Mine Safety Disclosures			44
Item 5.			Other Information			44
Item 6.			Exhibits			45

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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Playa Hotels & Resorts N.V.

Condensed Consolidated Balance Sheets

($ in thousands, except share data)

(unaudited)

			As of March 31,						As of December 31,
			2023						2022
ASSETS
Cash and cash equivalents			$	281,465					$	283,945
Trade and other receivables, net			74,268						62,946
Insurance recoverable			20,586						34,191
Accounts receivable from related parties			11,408						8,806
Inventories			20,607						20,046
Prepayments and other assets			40,958						44,177
Property and equipment, net			1,527,188						1,536,567
Derivative financial instruments			—						3,510
Goodwill, net			61,654						61,654
Other intangible assets			6,293						6,556
Deferred tax assets			7,334						7,422
Total assets			$	2,051,761					$	2,069,820
LIABILITIES AND SHAREHOLDERS’ EQUITY
Trade and other payables			$	200,694					$	231,652
Payables to related parties			9,144						6,852
Income tax payable			785						990
Debt			1,064,391						1,065,453
Other liabilities			31,149						30,685
Deferred tax liabilities			73,064						69,326
Total liabilities			1,379,227						1,404,958
Commitments and contingencies (see Note 7)
Shareholders’ equity
Ordinary shares (par value €0.10; 500,000,000 shares authorized, 169,423,980 shares issued and 154,402,852 shares outstanding as of March 31, 2023 and 168,275,504 shares issued and 158,228,508 shares outstanding as of December 31, 2022)			18,822						18,700
Treasury shares (at cost, 15,021,128 shares as of March 31, 2023 and 10,046,996 shares as of December 31, 2022)			(103,843)						(62,953)
Paid-in capital			1,192,134						1,189,090
Accumulated other comprehensive loss			(4,308)						(6,985)
Accumulated deficit			(430,271)						(472,990)
Total shareholders’ equity			672,534						664,862
Total liabilities and shareholders’ equity			$	2,051,761					$	2,069,820

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

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Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Operations

($ in thousands, except share data)

(unaudited)

												Three Months Ended March 31,
																		2023						2022
Revenue
Package																		$	233,568					$	186,815
Non-package																		34,045						29,454
The Playa Collection																		726						296
Management fees																		1,929						1,057
Cost reimbursements																		3,534						1,952
Total revenue																		273,802						219,574
Direct and selling, general and administrative expenses
Direct																		128,968						106,840
Selling, general and administrative																		45,127						37,239
Depreciation and amortization																		19,191						19,500
Reimbursed costs																		3,534						1,952
Loss on sale of assets																		13						—
Direct and selling, general and administrative expenses																		196,833						165,531
Operating income																		76,969						54,043
Interest expense																		(29,666)						(9,168)
Other income (expense)																		232						(514)
Net income before tax																		47,535						44,361
Income tax provision																		(4,816)						(1,614)
Net income																		$	42,719					$	42,747
Earnings per share
Basic																		$	0.27					$	0.26
Diluted																		$	0.27					$	0.26
Weighted average number of shares outstanding during the period - Basic																		157,314,177						165,743,382
Weighted average number of shares outstanding during the period - Diluted																		158,772,453						166,888,129

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

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Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Comprehensive Income

($ in thousands)

(unaudited)

												Three Months Ended March 31,
																		2023						2022
Net income																		$	42,719					$	42,747
Other comprehensive income, net of taxes
Gain on interest rate swaps																		2,895						2,894
Pension obligation loss																		(218)						(234)
Total other comprehensive income																		2,677						2,660
Comprehensive income																		$	45,396					$	45,407

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

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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, 2021			164,438,280						$	18,518					2,208,004						$	(16,697)					$	1,177,380					$	(18,671)					$	(529,696)					$	630,834
Net income			—						—						—						—						—						—						42,747						42,747
Other comprehensive income			—						—						—						—						—						2,660						—						2,660
Share-based compensation			1,339,787						152						—						—						3,204						—						—						3,356
Balance at March 31, 2022			165,778,067						$	18,670					2,208,004						$	(16,697)					$	1,180,584					$	(16,011)					$	(486,949)					$	679,597

			Ordinary Shares												Treasury Shares												Paid-In Capital						Accumulated Other Comprehensive Loss						Accumulated Deficit						Total
			Shares						Amount						Shares						Amount
Balance at December 31, 2022			158,228,508						$	18,700					10,046,996						$	(62,953)					$	1,189,090					$	(6,985)					$	(472,990)					$	664,862
Net income			—						—						—						—						—						—						42,719						42,719
Other comprehensive income			—						—						—						—						—						2,677						—						2,677
Share-based compensation			1,148,476						122						—						—						3,044						—						—						3,166
Repurchase of ordinary shares			(4,974,132)						—						4,974,132						(40,890)						—						—						—						(40,890)
Balance at March 31, 2023			154,402,852						$	18,822					15,021,128						$	(103,843)					$	1,192,134					$	(4,308)					$	(430,271)					$	672,534

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

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Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(unaudited)

			Three Months Ended March 31,
			2023						2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income			$	42,719					$	42,747
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization			19,191						19,500
Amortization of debt discount and issuance costs			1,795						1,019
Share-based compensation			3,166						3,356
Loss (gain) on derivative financial instruments			6,405						(11,134)
Deferred income taxes			3,826						1,572
Loss on sale of assets			13						—
Amortization of key money			(193)						(238)
Provision for (recovery of) doubtful accounts			81						(483)
Other			198						(69)
Changes in assets and liabilities:
Trade and other receivables, net			(11,403)						(15,735)
Insurance recoverable			5,626						—
Accounts receivable from related parties			(2,602)						(4,946)
Inventories			(569)						(725)
Prepayments and other assets			3,159						(223)
Trade and other payables			(28,743)						281
Payables to related parties			2,292						2,262
Income tax payable			(205)						152
Other liabilities			531						312
Net cash provided by operating activities			45,287						37,648
INVESTING ACTIVITIES
Capital expenditures			(10,257)						(4,430)
Purchase of intangibles			(77)						(30)
Proceeds from the sale of assets, net			3						24
Property damage insurance proceeds			7,979						—
Net cash used in investing activities			(2,352)						(4,436)
FINANCING ACTIVITIES
Repayments of debt			(2,750)						(2,525)
Repurchase of ordinary shares			(42,558)						—
Principal payments on finance lease obligations			(107)						(99)
Net cash used in financing activities			(45,415)						(2,624)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(2,480)						30,588
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD			$	283,945					$	293,577
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD			$	281,465					$	324,165
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents			$	281,465					$	299,802
Restricted cash			—						24,363
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH			$	281,465					$	324,165

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

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Playa Hotels & Resorts N.V.

Condensed Consolidated Statements of Cash Flows (continued)

($ in thousands)

(unaudited)

			Three Months Ended March 31,
			2023						2022
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest			$	21,406					$	18,221
Cash paid for income taxes, net			$	1,427					$	32
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Capital expenditures incurred but not yet paid			$	873					$	696
Intangible assets capitalized but not yet paid			$	—					$	45
Par value of vested restricted share awards			$	122					$	152

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

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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 26 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.

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, 2022, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2023 (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. Results for the comparative prior periods have been reclassified to conform to the current period presentation.

The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2023. 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

New accounting pronouncements recently issued or effective were not applicable to the Company or are not expected to have a material impact on the Condensed Consolidated Financial Statements.

Note 3. Revenue

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

			Three Months Ended March 31, 2023
			Yucatán Peninsula						Pacific Coast						Dominican Republic						Jamaica						Other						Total
Package revenue			$	81,287					$	36,803					$	59,602					$	55,876					$	—					$	233,568
Non-package revenue			9,700						4,747						9,167						9,867						564						34,045
The Playa Collection			—						—						—						—						726						726
Management fees			38						—						—						—						1,891						1,929
Cost reimbursements			—						—						—						1,337						2,197						3,534
Total revenue			$	91,025					$	41,550					$	68,769					$	67,080					$	5,378					$	273,802

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			Three Months Ended March 31, 2022
			Yucatán Peninsula						Pacific Coast						Dominican Republic						Jamaica						Other						Total
Package revenue(1)			$	61,537					$	26,223					$	60,863					$	38,192					$	—					$	186,815
Non-package revenue(1)(2)			8,841						3,621						8,846						7,934						212						29,454
The Playa Collection(2)			—						—						—						—						296						296
Management fees			30						—						—						—						1,027						1,057
Cost reimbursements			—						—						—						998						954						1,952
Total revenue			$	70,408					$	29,844					$	69,709					$	47,124					$	2,489					$	219,574

________

(1)Includes $2.7 million of on-property room upgrade revenue that was reclassified from non-package revenue to package revenue to conform with current period presentation.

(2)Includes $0.3 million that was reclassified from non-package revenue to The Playa Collection to confirm with current period presentation.

Contract assets and liabilities

We do not have any material contract assets as of March 31, 2023 and December 31, 2022 other than trade and other receivables on our Condensed Consolidated Balance 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) within trade and other payables on our Condensed Consolidated Balance 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 March 31,						As of December 31,
			2023						2022
Property and equipment, gross
Land, buildings and improvements			$	1,766,926					$	1,765,130
Fixtures and machinery (1)			88,824						88,333
Furniture and other fixed assets			215,876						213,005
Construction in progress			14,315						10,293
Total property and equipment, gross			2,085,941						2,076,761
Accumulated depreciation			(558,753)						(540,194)
Total property and equipment, net			$	1,527,188					$	1,536,567

________

(1) Includes the gross balance of our finance lease right-of-use assets, which was $6.3 million as of March 31, 2023 and December 31, 2022.

Depreciation expense for property and equipment was $18.8 million and $19.1 million for the three months ended March 31, 2023 and 2022, respectively.

Hurricane Fiona

On September 19, 2022, Hurricane Fiona, a Category 1 hurricane, made landfall on the eastern coast of the Dominican Republic and caused non-structural damage to several of our resorts. Our insurance policies provide coverage for business interruption, including lost profits, and reimbursement for costs related to the property damages and losses we have incurred.

We received property damage insurance proceeds of $8.0 million and business interruption proceeds of $5.6 million related to Hurricane Fiona during the three months ended March 31, 2023. We received an additional $2.2 million of property damage and business interruption proceeds in April 2023. We expect to receive the remaining proceeds in 2023.

The property we manage in the Dominican Republic, Sanctuary Cap Cana, also sustained damage from Hurricane Fiona and was temporarily closed in late September for necessary clean-up and repairs. The resort reopened on January 20, 2023.

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Lessor contracts

We rent certain real estate to third parties for office and retail space within our 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 months ended March 31, 2023 and 2022 ($ in thousands):

						Three Months Ended March 31,
Leases						2023						2022
Operating lease income (1)						$	950					$	1,226

________

(1) 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 file tax returns for our entities in key jurisdictions including Mexico, the Dominican Republic, Jamaica, the United States, and the Netherlands. We are domiciled in the Netherlands and our Dutch subsidiaries are subject to a Dutch general tax rate of 25.8%. Our other operating subsidiaries are subject to tax rates up to 30% in the jurisdictions in which they are domiciled.

All of our outstanding Advance Pricing Agreements (“APAs”) for our Dominican Republic entities expired as of December 31, 2021. We are currently in the process of finalizing the terms of our APAs, which we expect to complete before the end of 2023. Our estimated annual effective tax rate calculation reflects the terms of the APAs that are expected to apply for the year ending December 31, 2023.

We had no uncertain tax positions or unrecognized tax benefits as of March 31, 2023. We expect no significant changes in unrecognized tax benefits over the next twelve months.

We regularly assess the realizability of our deferred tax assets by evaluating historical and projected future operating results, the reversal of existing temporary differences, taxable income in permitted carry back years, and the availability of tax planning strategies. As of March 31, 2023, a valuation allowance has been maintained as a reserve on a portion of our net deferred tax assets due to the uncertainty of realization of our loss carry forwards and other deferred tax assets. If our operating results continue to improve and our projections show continued utilization of tax attributes, we may consider that as significant positive evidence and our future reassessment may result in the determination that all or a portion of the valuation allowance is no longer required. The exact timing and amount of the valuation allowance releases are ultimately contingent upon the level of profitability achieved in future periods.

Note 6. Related party transactions

Relationship with Hyatt and AMResorts

Hyatt Hotels Corporation (“Hyatt”) is considered a related party due to its ownership of our ordinary shares by its affiliated entities. 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.

Hyatt also owns Apple Leisure Group (“ALG”), the brand management platform AMResorts, and various tour operators and travel agencies. We previously paid AMResorts and its affiliates, as operators of the Jewel Punta Cana and Jewel Palm Beach through December 20, 2022 and January 6, 2023, respectively, management and marketing fees, and sold all-inclusive packages through ALG’s tour operators and travel agencies.

Relationship with Sagicor

Sagicor Financial Corporation Limited and its affiliated entities (collectively “Sagicor”) is considered a related party due to its ownership of our ordinary shares and representation on our Board of Directors. We pay Sagicor for employee insurance coverage at 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.

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Relationship with Davidson Kempner Capital Management L.P.

Davidson Kempner Capital Management L.P. (“DKCM”) is the investment manager of multiple affiliated funds and is considered a related party due to the DKCM funds’ ownership of our ordinary shares. An affiliate of DKCM was also a lender of $25.0 million in aggregate principal of our 2022 Term Loan (as defined in Note 11) as of December 31, 2022.

Relationship with HG Vora Capital Management, LLC

HG Vora Capital Management, LLC is considered a related party due to its ownership of our ordinary shares and was a lender of $13.5 million and $42.5 million in aggregate principal of the 2022 Term Loan as of March 31, 2023 and December 31, 2022, respectively.

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 months ended March 31, 2023 and 2022 were as follows ($ in thousands):

												Three Months Ended March 31,
Related Party						Transaction						2023						2022
Revenues
ALG						Package revenue						$	—					$	5,874
Sagicor						Cost reimbursements(1)						$	1,477					$	1,103
Expenses
Hyatt						Franchise fees(2)						$	9,954					$	7,413
Sagicor						Insurance premiums(2)						$	320					$	279
Chief Executive Officer						Lease expense(3)						$	196					$	188
DKCM						Interest expense(4)						$	—					$	5,405
AMResorts						Management fees(2)						$	41					$	1,112
AMResorts						Marketing fees(3)						$	37					$	1,083

________

(1)Equivalent amount included as reimbursed costs in the Condensed Consolidated Statements of Operations.

(2)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.

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

(4)Includes interest expense and amortization of deferred financing costs and discounts.

Note 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. With the exception of Playa Hotels & Resorts N.V., our Dutch companies file as a fiscal unity. 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.

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Note 8. Ordinary shares

On February 9, 2023, our Board of Directors authorized a $200.0 million share repurchase program, pursuant to which we may repurchase our outstanding ordinary shares as market conditions and our liquidity warrant. The new program replaced our $100.0 million repurchase program announced in September 2022. The repurchase program is subject to certain limitations under Dutch law, including the 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 March 31, 2023, we repurchased 4,974,132 ordinary shares under the programs at an average price of $8.17 per share. As of March 31, 2023, we had approximately $169.2 million remaining under our $200.0 million share repurchase program.

As of March 31, 2023, our ordinary share capital consisted of 154,402,852 ordinary shares outstanding, which have a par value of €0.10 per share. In addition, 4,893,900 restricted shares and performance share awards and 32,658 restricted share units were outstanding under the 2017 Plan (as defined in Note 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. 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 March 31, 2023, there were 907,941 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, 2023 to March 31, 2023 is as follows:

			Number of Shares						Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2023			2,288,821						$	6.94
Granted			1,744,579						6.77
Vested			(1,148,476)						6.91
Forfeited			(6,716)						6.95
Unvested balance at March 31, 2023			2,878,208						$	6.85

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. Our performance shares have market conditions where 50% of the performance share awards will vest based on the total shareholder return (“TSR”) of our ordinary shares relative to those of our peer group and 50% will vest based on the compound annual growth rate of the price of our ordinary shares. The peer shareholder return component may vest between 0% and 150% of target, with the award capped at 100% of target should Playa’s TSR be negative. The growth rate component may vest up to 100% of target.

The table below summarizes the key inputs used in the Monte-Carlo simulation to determine the grant date fair value of 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 18, 2023
Peer Shareholder Return						50		%				$	2,751					71.82		%				3.70		%				—		%
Growth Rate						50		%				$	2,194					71.82		%				3.70		%				—		%

________

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

(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.

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A summary of our performance share awards from January 1, 2023 to March 31, 2023 is as follows:

			Number of Shares						Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2023			1,329,123						$	6.05
Granted			719,227						6.88
Unvested balance at March 31, 2023			2,048,350						$	6.34

Note 10. Earnings per share

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

			Three Months Ended March 31,
			2023						2022
Numerator
Net income			$	42,719					$	42,747
Denominator
Denominator for basic EPS - weighted-average number of shares outstanding			157,314,177						165,743,382
Effect of dilutive securities
Unvested performance share awards			952,494						401,903
Unvested restricted share awards			505,782						742,844
Denominator for diluted EPS - adjusted weighted-average number of shares outstanding			158,772,453						166,888,129
EPS - Basic			$	0.27					$	0.26
EPS - Diluted			$	0.27					$	0.26

We had no anti-dilutive unvested performance share awards for the three months ended March 31, 2023. For the three months ended March 31, 2022, unvested performance share awards in the amount of 187,500 shares were not included in the computation of diluted EPS as their effect would have been anti-dilutive. The performance targets of our unvested performance share awards were partially achieved as of March 31, 2023 and 2022.

For the three months ended March 31, 2023 and 2022, we had no anti-dilutive unvested restricted share awards.

On March 12, 2022, all of our outstanding warrants expired and had no impact on diluted EPS for three months ended March 31, 2022.

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Note 11. Debt

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

															Outstanding Balance as of
			Interest Rate						Maturity Date						March 31, 2023						December 31, 2022
Senior Secured Credit Facilities
Revolving Credit Facility (1)			SOFR + 3.50% (1)						January 5, 2028						$	—					$	—
2022 Term Loan (2)			SOFR + 4.25%						January 5, 2029						1,097,250						1,100,000
Total Senior Secured Credit Facilities (at stated value)															1,097,250						1,100,000
Unamortized discount															(30,955)						(32,428)
Unamortized debt issuance costs															(7,454)						(7,776)
Total Senior Secured Credit Facilities, net															$	1,058,841					$	1,059,796
Financing lease obligations															$	5,550					$	5,657
Total debt, net															$	1,064,391					$	1,065,453

________

(1)Undrawn balances bear interest between 0.25% to 0.50% depending on certain leverage ratios. We had an available balance of $225.0 million as of March 31, 2023 and December 31, 2022. Interest is incurred on any outstanding balance based on the Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 3.25% to 3.75%, depending on our consolidated secured net leverage ratio.

(2)The effective interest rate for the 2022 Term Loan was 8.99% and 8.58% as of March 31, 2023 and December 31, 2022, respectively.

Second Restatement Agreement

On December 16, 2022, we entered into the Second Restatement Agreement to amend and restate our Senior Secured Credit Facility to consist of (i) a $225.0 million revolving line of credit with a maturity date of January 5, 2028 (the “Revolving Credit Facility”) and (ii) a $1.1 billion term loan with a maturity of January 5, 2029 (the “2022 Term Loan” and collectively with the Revolving Credit Facility, the “2022 Senior Secured Credit Facility”).

The 2022 Term Loan bears interest at SOFR plus a margin of 4.25% (where the applicable SOFR rate has a 0.50% floor). The Revolving Credit Facility bears interest at SOFR plus a margin ranging from 3.25% to 3.75%, in each case, depending on the level of our consolidated secured net leverage ratio in effect from time to time.

Financial maintenance covenants

We were in compliance with all applicable covenants as of March 31, 2023. A summary of our applicable covenants and restrictions is as follows:

Debt						Covenant Terms
2022 Senior Secured Credit Facility						We are subject to a total net leverage ratio of 5.20x if we have more than 35% drawn on the Revolving Credit Facility.

Note 12. Derivative financial instruments

Our two interest rate swaps previously mitigated the interest rate risk inherent to our floating rate debt that was tied to the London Interbank Offered Rate (“LIBOR”). The interest rate swaps were not for trading purposes and had fixed notional values of $200.0 million and $600.0 million. The fixed rate paid by us was 2.85% and the variable rate received reset monthly to the one-month LIBOR rate. The interest rate swaps matured on March 31, 2023.

Our interest rate swaps were designated as cash flow hedges, but were deemed ineffective due to the decrease in interest rates. All changes in fair value were recognized through interest expense in the Condensed Consolidated Statements of Operations through maturity.

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The following tables present the effect of our interest rate swaps, net of tax, in the Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 ($ in thousands):

						2023						2022
AOCI from our cash flow hedges as of January 1						$	2,895					$	14,632
Change in fair value						—						—
Reclassification from AOCI to interest expense						(2,895)						(2,894)
OCI related to our cash flow hedges for the three months ended March 31						(2,895)						(2,894)
AOCI from our cash flow hedges as of March 31						$	—					$	11,738

Derivative Instruments for Ineffective Hedges						Financial Statement Classification						Three Months Ended March 31,
												2023						2022
Interest rate swaps (1)						Interest expense						$	3,013					$	(5,715)

________

(1) Includes the loss or (gain) from the change in fair value of our interest rate swaps and the cash interest paid or received 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 March 31, 2023 and December 31, 2022 ($ in thousands):

Derivative Assets for Ineffective Hedges						Financial Statement Classification						As of March 31,						As of December 31,
												2023						2022
Interest rate swaps						Derivative financial instruments						$	—					$	3,510

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) and believe we minimize this credit risk by transacting with major creditworthy financial institutions.

Note 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 March 31, 2023 and December 31, 2022. We did not have any Level 3 instruments during any of the periods presented in our Condensed Consolidated Financial Statements.

We did not have any financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2023. The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of and December 31, 2022 ($ in thousands):

Financial Assets						December 31, 2022						Level 1						Level 2						Level 3
Fair value measurements on a recurring basis
Interest rate swap						$	3,510					$	—					$	3,510					$	—

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The following tables present our fair value hierarchy for our financial liabilities not measured at fair value as of March 31, 2023 and December 31, 2022 ($ in thousands):

						Carrying Value						Fair Value
						As of March 31, 2023						Level 1						Level 2						Level 3
Financial liabilities not recorded at fair value
2022 Term Loan						$	1,058,841					$	—					$	—					$	1,110,079

						Carrying Value						Fair Value
						As of December 31, 2022						Level 1						Level 2						Level 3
Financial liabilities not recorded at fair value
2022 Term Loan						$	1,059,796					$	—					$	—					$	1,114,860

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
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
2022 Term Loan						The fair value of our 2022 Term Loan is 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 2022 Term Loan. The fair value of the Revolving Credit Facility generally approximates its carrying value as the expected term is significantly shorter in duration.

Note 14. Other balance sheet items

Trade and other receivables, net

The following summarizes the balances of trade and other receivables, net as of March 31, 2023 and December 31, 2022 ($ in thousands):

			As of March 31,						As of December 31,
			2023						2022
Gross trade and other receivables (1)			$	74,620					$	63,396
Allowance for doubtful accounts			(352)						(450)
Total trade and other receivables, net			$	74,268					$	62,946

________

(1) The opening balance as of January 1, 2022 was $47.4 million.

We have not experienced any significant write-offs to our accounts receivable during the three months ended March 31, 2023 and 2022.

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Prepayments and other assets

The following summarizes the balances of prepayments and other assets as of March 31, 2023 and December 31, 2022 ($ in thousands):

			As of March 31,						As of December 31,
			2023						2022
Advances to suppliers			$	10,237					$	12,683
Prepaid income taxes			10,735						11,809
Prepaid other taxes (1)			4,465						4,539
Operating lease right-of-use assets			2,791						2,968
Key money			6,670						6,735
Other assets			6,060						5,443
Total prepayments and other assets			$	40,958					$	44,177

________

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

Goodwill

We recognized no goodwill impairment losses on our reporting units nor any additions to goodwill during the three months ended March 31, 2023. The gross carrying values and accumulated impairment losses of goodwill by reportable segment (refer to discussion of our reportable segments in Note 15) as of March 31, 2023 and December 31, 2022 are as follows ($ in thousands):

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

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Other intangible assets

Other intangible assets as of March 31, 2023 and December 31, 2022 consisted of the following ($ in thousands):

			As of March 31,						As of December 31,
			2023						2022
Gross carrying value
Casino and other licenses (1)			$	875					$	875
Management contract			1,900						1,900
Enterprise resource planning system			6,375						6,375
Other			4,602						4,499
Total gross carrying value			13,752						13,649
Accumulated amortization
Management contract			(451)						(428)
Enterprise resource planning system			(2,997)						(2,771)
Other			(4,011)						(3,894)
Total accumulated amortization			(7,459)						(7,093)
Net carrying value
Casino and other licenses (1)			875						875
Management contract			1,449						1,472
Enterprise resource planning system			3,378						3,604
Other			591						605
Total net carrying value			$	6,293					$	6,556

________

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

Amortization expense for intangible assets was $0.4 million for the three months ended March 31, 2023 and 2022.

Trade and other payables

The following summarizes the balances of trade and other payables as of March 31, 2023 and December 31, 2022 ($ in thousands):

			As of March 31,						As of December 31,
			2023						2022
Trade payables			$	27,743					$	28,422
Advance deposits (1)			74,953						83,262
Withholding and other taxes payable			23,115						31,111
Interest payable			4,112						3,996
Payroll and related accruals			20,771						29,273
Accrued expenses and other payables (2)			50,000						55,588
Total trade and other payables			$	200,694					$	231,652

________

(1) The opening balance as of January 1, 2022 was $62.6 million.

(2) As of March 31, 2023, accrued expenses and other payables include $25.3 million of unpaid clean up and repair expenses related to Hurricane Fiona.

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Other liabilities

The following summarizes the balances of other liabilities as of March 31, 2023 and December 31, 2022 ($ in thousands):

			As of March 31,						As of December 31,
			2023						2022
Pension obligation (1)			$	9,043					$	7,777
Operating lease liabilities			3,286						3,472
Unfavorable ground lease liability			1,830						1,857
Key money			15,104						15,362
Other			1,886						2,217
Total other liabilities			$	31,149					$	30,685

________

(1) For the three months ended March 31, 2023 and 2022, the service cost component of net periodic pension cost was $0.3 million and $0.2 million, respectively, and the non-service cost components were $0.9 million and $0.4 million, respectively.

Note 15. Business segments

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 report four separate reportable segments by geography: (i) Yucatán Peninsula, (ii) Pacific Coast, (iii) Dominican Republic and (iv) Jamaica.

Our operating segments are components of the business that 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. For the three months ended March 31, 2023 and 2022, we have excluded the immaterial amounts of management fees, cost reimbursements, The Playa Collection and other from our segment reporting.

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

We define Adjusted EBITDA as net income, determined in accordance with U.S. GAAP, for the periods presented, before interest expense, income tax provision, and depreciation and amortization expense, further adjusted to exclude the following items: (a) loss on sale of assets; (b) other income (expense); (c) repairs from hurricanes and tropical storms; (d) share-based compensation; (e) other tax expense; and (f) transaction expenses. Adjusted EBITDA includes corporate expenses, which are overhead costs that are essential to support the operation of the Company, including the operations and development of our resorts.

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.

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The following table presents segment Owned Net Revenue, defined as total revenue less compulsory tips paid to employees, cost reimbursements, management fees and other miscellaneous revenue not derived from segment operations, and a reconciliation to total revenue for the three months ended March 31, 2023 and 2022 ($ in thousands):

			Three Months Ended March 31,
			2023						2022
Owned net revenue
Yucatán Peninsula			$	88,748					$	68,629
Pacific Coast			40,515						29,104
Dominican Republic			68,769						69,664
Jamaica			62,977						44,264
Segment owned net revenue			261,009						211,661
Other			564						211
Management fees			1,929						1,057
The Playa Collection			726						296
Cost reimbursements			3,534						1,952
Compulsory tips			6,040						4,397
Total revenue			$	273,802					$	219,574

The following table presents segment Owned Resort EBITDA, Adjusted EBITDA and a reconciliation to net income for the three months ended March 31, 2023 and 2022 ($ in thousands):

			Three Months Ended March 31,
			2023						2022
Owned Resort EBITDA
Yucatán Peninsula			$	37,936					$	29,458
Pacific Coast			17,523						12,544
Dominican Republic			26,849						28,377
Jamaica			27,081						17,158
Segment Owned Resort EBITDA			109,389						87,537
Other corporate			(13,555)						(11,947)
The Playa Collection			726						296
Management fees			1,929						1,057
Adjusted EBITDA			98,489						76,943
Interest expense			(29,666)						(9,168)
Depreciation and amortization			(19,191)						(19,500)
Loss on sale of assets			(13)						—
Other income (expense)			232						(514)
Repairs from hurricanes and tropical storms			861						—
Share-based compensation			(3,166)						(3,356)
Other tax expense			—						(240)
Transaction expenses			(863)						(191)
Non-service cost components of net periodic pension cost (1)			852						387
Net income before tax			47,535						44,361
Income tax provision			(4,816)						(1,614)
Net income			$	42,719					$	42,747

________

(1) Represents the non-service cost components of net periodic pension cost or benefit recorded within other income (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.

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The following table presents segment property and equipment, gross and a reconciliation to total property and equipment, net as of March 31, 2023 and December 31, 2022 ($ in thousands):

			As of March 31,						As of December 31,
			2023						2022
Segment property and equipment, gross
Yucatán Peninsula			$	678,578					$	676,218
Pacific Coast			292,316						291,372
Dominican Republic			694,314						690,181
Jamaica			415,180						413,563
Total segment property and equipment, gross			2,080,388						2,071,334
Corporate property and equipment, gross			5,553						5,427
Accumulated depreciation			(558,753)						(540,194)
Total property and equipment, net			$	1,527,188					$	1,536,567

The following table presents segment capital expenditures and a reconciliation to total capital expenditures for the three months ended March 31, 2023 and 2022 ($ in thousands):

			Three Months Ended March 31,
			2023						2022
Segment capital expenditures
Yucatán Peninsula			$	2,741					$	1,265
Pacific Coast			946						1,152
Dominican Republic			3,895						946
Jamaica			1,806						985
Total segment capital expenditures (1)			9,388						4,348
Corporate			126						52
Total capital expenditures (1)			$	9,514					$	4,400

________

(1) Represents gross additions to property and equipment.

Note 16. Subsequent events

In preparing the interim Condensed Consolidated Financial Statements, we have evaluated subsequent events through May 4, 2023, which is the date the financial statements were issued.

During the period from April 1, 2023 through April 30, 2023, we purchased 2,147,034 ordinary shares at an average price of $9.29 per share. As of April 30, 2023, we had $149.3 million remaining under our $200.0 million share repurchase program.

Effective April 15, 2023, we entered into two interest rate swaps to mitigate the floating interest rate risk on our 2022 Term Loan, which incurs interest based on SOFR. The interest rate swaps each have a fixed notional amount of $275.0 million and are not for trading purposes. The fixed rates paid by us on the interest rate swaps are 4.05% and 3.71%, and the variable rate received resets monthly to the one-month SOFR rate. The interest rate swaps mature on April 15, 2025 and April 15, 2026, respectively.

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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 reflect our current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward looking statements. Forward-looking statements are subject to various factors that could cause actual outcomes or results to differ materially from those indicated in these statements, including the risks described under the sections entitled “Risk Factors” of our Annual Report on Form 10-K, filed with the SEC on February 23, 2023 and in this Quarterly Report on Form 10-Q, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. The following factors, among others, could also cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•general economic uncertainty and the effect of general economic conditions, including inflation, rising interest rates and a potential economic recession, on consumer discretionary spending and 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, changes in unemployment rates and labor force availability, and changes in the supply of rooms from competing resorts;

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

•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, labor or other resort costs;

•our ability to obtain and maintain financing arrangements on attractive 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, such as those related to COVID-19, or airline service/capacity issues, as well as changes in demand for our resorts resulting from government mandated safety protocols and/or health concerns, including those related to COVID-19;

•the effectiveness of our internal controls and our corporate policies and procedures;

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•changes in personnel and availability of qualified personnel;

•extreme weather events, such as hurricanes, floods and extreme heat waves, which may increase in frequency and severity as a result of climate change, and other natural disasters;

•public health crises, such as a resurgence of COVID-19 or the outbreak of other contagious diseases;

•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 March 31, 2023, Playa owned and/or managed a total portfolio consisting of 26 resorts (9,756 rooms) located in Mexico, Jamaica, and the Dominican Republic:

•In Mexico, we own and manage the Hyatt Zilara Cancún, Hyatt Ziva Cancún, Wyndham Alltra Cancún, Wyndham Alltra Playa del Carmen, Hilton Playa del Carmen All-Inclusive Resort, Hyatt Ziva Puerto Vallarta, and Hyatt Ziva Los Cabos;

•In Jamaica, we own and manage the 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, we own and manage the Hilton La Romana All-Inclusive Family Resort, the Hilton La Romana All-Inclusive Adult Resort, Hyatt Zilara Cap Cana, Hyatt Ziva Cap Cana, Jewel Palm Beach, and Jewel Punta Cana; and

•We also manage nine resorts on behalf of third-party owners.

Playa’s strategy is to leverage its globally recognized brand partnerships and proprietary in-house direct booking capabilities to capitalize on the growing popularity of the all-inclusive resort model and reach first-time all-inclusive resort consumers in a cost-effective manner. We believe that this strategy should position us to generate attractive returns for our shareholders, build lasting relationships with our guests, and enhance the lives of our associates and the communities in which we operate.

For the three months ended March 31, 2023, we generated net income of $42.7 million, Total Revenue of $273.8 million, Net Package RevPAR of $355.27 and Adjusted EBITDA of $98.5 million. For the three months ended March 31, 2022, we generated net income of $42.7 million, Total Revenue of $219.6 million, Net Package RevPAR of $285.00 and Adjusted EBITDA of $76.9 million.

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Our Portfolio of Resorts

As of March 31, 2023, the following table presents an overview of our resorts and 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

Wyndham Alltra Cancún

Cancún, Mexico

Wyndham (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

Wyndham Alltra Playa del Carmen

Playa del Carmen, Mexico

Wyndham (adults-only)

Playa

1996; 2006; 2012; 2017

287

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

Jewel Palm Beach

Punta Cana, Dominican Republic

Jewel (all ages)

Playa (1)

1994; 2008

500

Jewel Punta Cana

Punta Cana, Dominican Republic

Jewel (all ages)

Playa

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

88

Total Rooms Owned

7,124

Managed Resorts (3)

Sanctuary Cap Cana

Punta Cana, Dominican Republic

The Luxury Collection by Marriott (adults-only)

Playa

2008; 2015; 2018

324

Jewel Grande Montego Bay Resort & Spa

Montego Bay, Jamaica

Jewel (condo-hotel)

Playa

2016; 2017

129

The Yucatán Playa del Carmen All-Inclusive Resort

Playa del Carmen, Mexico

Tapestry Collection by Hilton (adults-only)

Playa

2012

60

Hyatt Ziva Riviera Cancún

Riviera Maya, Mexico

Hyatt Ziva (all ages)

Playa

2008; 2021

438

Hyatt Zilara Riviera Maya

Riviera Maya, Mexico

Hyatt Zilara (adults-only)

Playa

2003; 2022

291

Seadust Cancún Family Resort (4)

Cancún, Mexico

Seadust (all ages)

Playa

2006; 2022

502

Kimpton Hacienda Tres Ríos Resort, Spa & Nature Park (5)

Playa del Carmen, Mexico

Kimpton (all ages)

Playa

2008; 2023

255

Wyndham Alltra Riviera Nayarit

Nuevo Vallarta, Mexico

Wyndham (all ages)

Playa

2009; 2022

229

Wyndham Alltra Samaná (6)

Samaná, Dominican Republic

Wyndham (all ages)

Playa

1994; 1998; 2004; 2023

404

Total Rooms Operated

2,632

Total Rooms Owned and Operated

9,756

________

(1) Prior to January 6, 2023, this resort was managed by AMResorts and operated under the Dreams brand.

(2) Represents an 88-unit tower and spa owned by us. 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.

(3) Owned by a third party.

(4) We entered into a management agreement to operate this resort during the second quarter of 2022 and commenced operations in February 2023.

(5) We entered into a management agreement to operate this resort during the second quarter of 2022. The resort is currently undergoing renovations and we expect to commence operations in early 2024.

(6) We entered into a management agreement to operate this resort during the first quarter of 2023. The resort is currently undergoing renovations and we expect to commence operations in the third quarter of 2023.

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Results of Operations

Three Months Ended March 31, 2023 and 2022

The following table summarizes our results of operations on a consolidated basis for the three months ended March 31, 2023 and 2022 ($ in thousands):

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Revenue
Package			$	233,568					$	186,815					$	46,753					25.0		%
Non-package			34,045						29,454						4,591						15.6		%
The Playa Collection			726						296						430						145.3		%
Management fees			1,929						1,057						872						82.5		%
Cost reimbursements			3,534						1,952						1,582						81.0		%
Total revenue			273,802						219,574						54,228						24.7		%
Direct and selling, general and administrative expenses
Direct			128,968						106,840						22,128						20.7		%
Selling, general and administrative			45,127						37,239						7,888						21.2		%
Depreciation and amortization			19,191						19,500						(309)						(1.6)		%
Reimbursed costs			3,534						1,952						1,582						81.0		%
Loss on sale of assets			13						—						13						100.0		%
Direct and selling, general and administrative expenses			196,833						165,531						31,302						18.9		%
Operating income			76,969						54,043						22,926						42.4		%
Interest expense			(29,666)						(9,168)						(20,498)						(223.6)		%
Other income (expense)			232						(514)						746						145.1		%
Net income before tax			47,535						44,361						3,174						7.2		%
Income tax provision			(4,816)						(1,614)						(3,202)						(198.4)		%
Net income			$	42,719					$	42,747					$	(28)					(0.1)		%

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 three months ended March 31, 2023 excludes the Jewel Palm Beach, which was closed for a majority of the first quarter of 2023 as we transitioned the management of the resort to us from a third-party.

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Total Portfolio

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Occupancy			70.8		%				72.4		%				(1.6)		pts				(2.2)		%
Net Package ADR			$	501.64					$	393.90					$	107.74					27.4		%
Net Package RevPAR			$	355.27					$	285.00					$	70.27					24.7		%
			($ in thousands)
Net Package Revenue(1)			$	227,786					$	182,730					$	45,056					24.7		%
Net Non-package Revenue(1)			33,787						29,142						4,645						15.9		%
The Playa Collection Revenue			726						296						430						145.3		%
Management Fee Revenue			1,929						1,057						872						82.5		%
Total Net Revenue			264,228						213,225						51,003						23.9		%
Adjusted EBITDA			$	98,489					$	76,943					$	21,546					28.0		%
Adjusted EBITDA Margin			37.3		%				36.1		%				1.2		pts				3.3		%

________

(1)For the three months ended March 31, 2022, includes $2.7 million of on-property room upgrade revenue that was reclassified from non-package revenue to package revenue to conform with current period presentation.

Comparable Portfolio

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Occupancy			75.8		%				71.9		%				3.9		pts				5.4		%
Net Package ADR			$	502.68					$	409.48					$	93.20					22.8		%
Net Package RevPAR			$	381.06					$	294.23					$	86.83					29.5		%
			($ in thousands)
Net Package Revenue			$	227,174					$	175,412					$	51,762					29.5		%
Net Non-package Revenue			33,715						28,102						5,613						20.0		%
The Playa Collection Revenue			726						296						430						145.3		%
Management Fee Revenue			1,929						1,057						872						82.5		%
Total Net Revenue			263,544						204,867						58,677						28.6		%
Adjusted EBITDA			$	100,917					$	74,653					$	26,264					35.2		%
Adjusted EBITDA Margin			38.3		%				36.4		%				1.9		pts				5.2		%

    

Total Revenue and Total Net Revenue

Our Total Revenue for the three months ended March 31, 2023 increased $54.2 million, or 24.7%, compared to the three months ended March 31, 2022.

Our Total Net Revenue for the three months ended March 31, 2023 increased $51.0 million, or 23.9%, compared to the three months ended March 31, 2022. The increase was due to the following:

•a 27.4% increase in Net Package ADR as a result of:

•a higher meetings, incentives, conventions and events (“MICE”) group contribution to our guest mix; and

•a benefit from the lower mix of rooms sold at Jewel Punta Cana and the closure of Jewel Palm Beach for the majority of the three months ended March 31, 2023, as we transitioned management to us from a third-party. Excluding these resorts, Net Package ADR increased 17.1%.

•Net Non-package Revenue for the three months ended March 31, 2023 increased $4.6 million, or 15.9%, compared to the three months ended March 31, 2022 despite a decrease of $2.0 million compared to the three months ended March 31, 2022 due to the expiration of our Extended Stay Program in late 2022 as COVID-19-related travel restrictions were no longer in effect.

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•the above increases were partially offset by a decrease in Occupancy of 1.6 percentage points as a result of reduced Occupancy at the Jewel Punta Cana and Jewel Palm Beach due to the transition of management to us from a third-party. The Jewel Palm Beach was also closed for the majority of the first quarter in 2023 as a result of this transition.

The following table shows a reconciliation of Net Package Revenue, Net Non-package Revenue and Management Fee Revenue to Total Revenue for the three months ended March 31, 2023 and 2022 ($ in thousands):

			Three Months Ended March 31,												Increase/Decrease
			2023						2022						Change						% Change
Net Package Revenue
Comparable Net Package Revenue			$	227,174					$	175,412					$	51,762					29.5		%
Non-comparable Net Package Revenue			612						7,318						(6,706)						(91.6)		%
Net Package Revenue			227,786						182,730						45,056						24.7		%
Net Non-package Revenue
Comparable Net Non-package Revenue			33,715						28,102						5,613						20.0		%
Non-comparable Net Non-package Revenue			72						1,040						(968)						(93.1)		%
Net Non-package Revenue			33,787						29,142						4,645						15.9		%
The Playa Collection Revenue
Comparable The Playa Collection Revenue			726						296						430						145.3		%
Non-comparable The Playa Collection Revenue			—						—						—						—		%
The Playa Collection Revenue			726						296						430						145.3		%
Management Fee Revenue
Comparable Management Fee Revenue			1,929						1,057						872						82.5		%
Non-comparable Management Fee Revenue			—						—						—						—		%
Management Fee Revenue			1,929						1,057						872						82.5		%
Total Net Revenue
Comparable Total Net Revenue			263,544						204,867						58,677						28.6		%
Non-comparable Total Net Revenue			684						8,358						(7,674)						(91.8)		%
Total Net Revenue			264,228						213,225						51,003						23.9		%
Compulsory tips			6,040						4,397						1,643						37.4		%
Cost Reimbursements			3,534						1,952						1,582						81.0		%
Total revenue			$	273,802					$	219,574					$	54,228					24.7		%

Direct Expenses

The following table shows a reconciliation of our direct expenses to Net Direct Expenses for the three months ended March 31, 2023 and 2022 ($ in thousands):

			Three Months Ended March 31,												Increase/Decrease
			2023						2022						Change						% Change
Direct expenses			$	128,968					$	106,840					$	22,128					20.7		%
Less: compulsory tips			6,040						4,397						1,643						37.4		%
Net Direct Expenses			$	122,928					$	102,443					$	20,485					20.0		%

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 $122.9 million, or 46.5% of Total Net Revenue, for the three months ended March 31, 2023 and $102.4 million, or 48.0% of Total Net Revenue, for the three months ended March 31, 2022. Direct operating expenses fluctuate based on various factors, including changes in Occupancy, labor costs, utilities, repair and maintenance costs and

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license and property taxes. Management fees and franchise fees, which are computed as a percentage of revenue, increase or decrease as a result of changes in revenues.

Net Direct Expenses for the three months ended March 31, 2023 increased $20.5 million, or 20.0%, compared to the three months ended March 31, 2022. Net Direct Expenses at our comparable properties increased $23.3 million, or 23.9%, compared to the three months ended March 31, 2022 primarily due to the following:

•increased operating expenses associated with higher Occupancy levels for our comparable portfolio as a result of the corresponding recovery in our operations compared to the three months ended March 31, 2022, during which time occupancies were negatively affected by the Omicron variant and COVID-19 related travel restrictions; and

•appreciation of the Mexican Peso compared to the three months ended March 31, 2022, which primarily impacted labor and food and beverage expenses for the three months ended March 31, 2023.

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

Total Portfolio

			Three Months Ended March 31,												Increase/Decrease
			2023						2022						Change						% Change
Food and beverages			$	28,487					$	24,240					$	4,247					17.5		%
Guest costs			5,715						7,601						(1,886)						(24.8)		%
Salaries and wages			47,195						35,878						11,317						31.5		%
Repairs and maintenance			5,955						4,588						1,367						29.8		%
Utilities and sewage			10,557						10,317						240						2.3		%
Licenses and property taxes			881						795						86						10.8		%
Incentive and management fees			41						1,112						(1,071)						(96.3)		%
Franchise / license fees			13,518						10,139						3,379						33.3		%
Transportation and travel expenses			1,655						1,302						353						27.1		%
Laundry and cleaning expenses			1,653						1,406						247						17.6		%
Property and equipment rental expense			2,173						1,306						867						66.4		%
Entertainment expenses and decoration			3,144						2,376						768						32.3		%
Office supplies			352						299						53						17.7		%
Other operational expenses			1,602						1,084						518						47.8		%
Total Net Direct Expenses			$	122,928					$	102,443					$	20,485					20.0		%

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Comparable portfolio

			Three Months Ended March 31,												Increase/Decrease
			2023						2022						Change						% Change
Food and beverages			$	28,344					$	23,007					$	5,337					23.2		%
Guest costs			5,574						7,260						(1,686)						(23.2)		%
Salaries and wages			45,898						34,186						11,712						34.3		%
Repairs and maintenance			5,693						4,343						1,350						31.1		%
Utilities and sewage			10,184						9,601						583						6.1		%
Licenses and property taxes			866						690						176						25.5		%
Incentive and management fees			—						613						(613)						(100.0)		%
Franchise / license fees			13,518						10,139						3,379						33.3		%
Transportation and travel expenses			1,597						1,179						418						35.5		%
Laundry and cleaning expenses			1,634						1,353						281						20.8		%
Property and equipment rental expense			2,164						1,274						890						69.9		%
Entertainment expenses and decoration			3,137						2,309						828						35.9		%
Office supplies			349						271						78						28.8		%
Other operational expenses			1,537						992						545						54.9		%
Total Net Direct Expenses			$	120,495					$	97,217					$	23,278					23.9		%

Selling, General and Administrative Expenses

Our selling, general and administrative expenses for the three months ended March 31, 2023 increased $7.9 million, or 21.2%, compared to the three months ended March 31, 2022. The increase was primarily driven by higher levels of Occupancy for our comparable portfolio which resulted in a $2.0 million increase in travel agent and tour operator commissions expenses, a $1.3 million increase in credit card commissions, and a $0.8 million increase in advertising expenses. We also experienced a $1.6 million increase in corporate personnel costs and a $0.8 million increase in insurance expenses as a result of higher insurance premiums.

Depreciation and Amortization Expense

Our depreciation and amortization expense for the three months ended March 31, 2023 decreased $0.3 million, or 1.6%, compared to the three months ended March 31, 2022 as we did not add or dispose of significant balances of property and equipment in either period.

Interest Expense

Our interest expense for the three months ended March 31, 2023 increased $20.5 million, or 223.6%, compared to the three months ended March 31, 2022. The increase in interest expense was driven primarily by a $17.5 million increase related to an unfavorable change in fair value of our interest rate swaps and a $6.8 million increase from our $1.1 billion term loan issued in the December 2022 debt refinancing (the “2022 Term Loan”), which incurs interest based on SOFR plus a margin of 4.25%. These increases were partially offset by a $4.7 million decrease in interest expense due to the repayment of the entire outstanding balance of our former additional senior secured credit facility (the “Additional Credit Facility”) and our former property loan agreement (the “Property Loan”) in December 2022 in connection with the December 2022 debt refinancing.

Cash interest paid was $21.4 million for the three months ended March 31, 2023, representing a $3.2 million, or 17.5% increase as compared to the three months ended March 31, 2022. The increase in cash interest paid was primarily driven by a $6.6 million increase from our 2022 Term Loan. This increase was partially offset by a $3.9 million decrease in cash interest paid due to the repayment of the entire outstanding balance of our Additional Credit Facility and Property Loan in connection with our December 2022 debt refinancing.

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Income Tax Provision

For the three months ended March 31, 2023, our income tax provision was $4.8 million, compared to a $1.6 million income tax provision for the three months ended March 31, 2022. The increase of $3.2 million was primarily driven by a $0.5 million increased tax provision associated with higher pre-tax book income from our taxpaying entities as a result of the corresponding recovery in our operations compared to the three months ended March 31, 2022, during which time our results were negatively affected by the Omicron variant and COVID-19 related travel restrictions, a $1.6 million increased tax provision associated with unfavorable foreign exchange rate fluctuations, primarily at our Mexico entities, and a $0.4 million increased tax provision associated with 2022 tax true-ups recorded for our Dominican Republic entities based on the expected APA tax rates.

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

•Net Direct Expenses

•EBITDA

•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 and premium room upgrades, 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” includes revenue associated with premium services and amenities that are not included in net package revenue, such as dining experiences, wines and spirits, and spa packages, 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 is recognized after the completion of the sale when the product or service is transferred to the customer. Food and beverage revenue not included in a guest's all-inclusive package is recognized when the goods are consumed.

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“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 resorts owned by third-parties. The fees earned are typically composed of a base fee, which is computed as a percentage of resort revenue, and an incentive fee, which is computed as a percentage of resort profitability. Management Fee Revenue was a minor contributor to our operating results for the three months ended March 31, 2023 and 2022, but we expect Management Fee Revenue to be a more relevant indicator to assess the overall performance of our business in the future to the extent we are successful in entering 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 income or net income.

“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 (as defined below) 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 statistic 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

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. EBITDA and Adjusted EBITDA (as defined below) include corporate expenses, which are overhead costs that are essential to support the operation of the Company, including the operations and development of our resorts. We define Adjusted EBITDA, a non-U.S. GAAP financial measure, as EBITDA further adjusted to exclude the following items:

•Other miscellaneous non-operating income or expense

•Pre-opening expense

•Share-based compensation

•Other tax expense

•Transaction expenses

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•Severance expense for employee terminations resulting from non-recurring or unusual events, such as the departure of an executive officer or the disposition of a resort

•Gains from property damage insurance proceeds (i.e., property damage insurance proceeds in excess of repair and clean up costs incurred)

•Repairs from hurricanes and tropical storms (i.e., significant repair and clean up costs incurred which are not offset by property damage insurance proceeds)

•Loss on extinguishment of debt

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

We include the non-service cost components of net periodic pension cost or benefit recorded within other income or expense in the Condensed Consolidated Statements of Operations in our calculation of 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.

Usefulness and Limitation of 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 all useful to investors as they more accurately 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 a portion of the annual variable compensation for certain members of our management, including our executive officers, 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.

We believe that Owned Resort EBITDA and Owned Resort EBITDA Margin are useful to investors as they allow investors to measure resort-level performance and profitability by excluding expenses not directly tied to our resorts, such as corporate expenses, and excluding ancillary revenues not derived from our resorts, such as management fee revenue. We believe Owned Resort EBITDA is also helpful to investors that use it in estimating the value of our resort portfolio. Management uses these measures to monitor property-level performance and profitability.

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.

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For a reconciliation of EBITDA, Adjusted EBITDA and Owned Resort EBITDA to net income (loss) 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, Owned Resort 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 Owned Resort 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 portfolio for the three months ended March 31, 2023 excludes the Jewel Palm Beach, which was closed for a majority of the first quarter of 2023 as we transitioned the management of the resort to us from a third-party.

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.”

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Segment Results

Three Months Ended March 31, 2023 and 2022

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 March 31, 2023 and 2022 ($ in thousands):

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Owned Net Revenue
Yucatán Peninsula			$	88,748					$	68,629					$	20,119					29.3		%
Pacific Coast			40,515						29,104						11,411						39.2		%
Dominican Republic			68,769						69,664						(895)						(1.3)		%
Jamaica			62,977						44,264						18,713						42.3		%
Segment Owned Net Revenue			261,009						211,661						49,348						23.3		%
Other			564						211						353						167.3		%
The Playa Collection			726						296						430						145.3		%
Management fees			1,929						1,057						872						82.5		%
Total Net Revenue			$	264,228					$	213,225					$	51,003					23.9		%

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Owned Resort EBITDA
Yucatán Peninsula			$	37,936					$	29,458					$	8,478					28.8		%
Pacific Coast			17,523						12,544						4,979						39.7		%
Dominican Republic			26,849						28,377						(1,528)						(5.4)		%
Jamaica			27,081						17,158						9,923						57.8		%
Segment Owned Resort EBITDA			109,389						87,537						21,852						25.0		%
Other corporate			(13,555)						(11,947)						(1,608)						(13.5)		%
The Playa Collection			726						296						430						145.3		%
Management fees			1,929						1,057						872						82.5		%
Total Adjusted EBITDA			$	98,489					$	76,943					$	21,546					28.0		%

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.

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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 March 31, 2023 and 2022 for the total segment portfolio:

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Occupancy			83.8		%				71.9		%				11.9		pts				16.6		%
Net Package ADR			$	494.08					$	436.51					$	57.57					13.2		%
Net Package RevPAR			$	414.21					$	313.83					$	100.38					32.0		%
			($ in thousands)
Net Package Revenue(1)			$	79,254					$	60,048					$	19,206					32.0		%
Net Non-package Revenue(1)			9,494						8,581						913						10.6		%
Owned Net Revenue			88,748						68,629						20,119						29.3		%
Owned Resort EBITDA			$	37,936					$	29,458					$	8,478					28.8		%
Owned Resort EBITDA Margin			42.7		%				42.9		%				(0.2)		pts				(0.5)		%

________

(1)For the three months ended March 31, 2022, includes $1.0 million of on-property room upgrade revenue that was reclassified from net non-package revenue to net package revenue to conform with current period presentation.

Segment Owned Net Revenue. Our Owned Net Revenue for the three months ended March 31, 2023 increased $20.1 million, or 29.3%, compared to the three months ended March 31, 2022. The increase was due to the following:

•an increase in Occupancy of 11.9 percentage points compared to the three months ended March 31, 2022, driven by an increase in demand from Canadian, Mexican and United States sourced guests;

•a 13.2% increase in Net Package ADR as a result of a higher MICE group contribution to our guest mix; and

•an increase in Net Non-package Revenue of $0.9 million, or 10.6%, compared to the three months ended March 31, 2022. Net Non-package Revenue includes a decrease of $0.7 million due to the expiration of our Extended Stay Program in late 2022 as COVID-19-related travel restrictions were no longer in effect. Excluding this impact, Net Non-package Revenue per sold room increased 2.7% compared to the three months ended March 31, 2022.

Segment Owned Resort EBITDA. Our Owned Resort EBITDA for the three months ended March 31, 2023 increased $8.5 million, or 28.8%, compared to the three months ended March 31, 2022. The increase was a result of leveraging a majority of our direct expenses given the Net Package ADR growth, which was partially offset by Occupancy-related increases in resort operating expenses, union-negotiated wage and benefit increases, and a negative impact from the appreciation of the Mexican Peso compared to the three months ended March 31, 2022.

•Owned Resort EBITDA Margin for the three months ended March 31, 2023 was 42.7%, a decrease of 0.2 percentage points compared to the three months ended March 31, 2022. Owned Resort EBITDA Margin was negatively impacted by 370 basis points due to the appreciation of the Mexican Peso compared to the three months ended March 31, 2022. Excluding the impact of foreign exchange rate appreciation, Owned Resort EBITDA Margin would have been 46.4%, an increase of 3.5 percentage points compared to the three months ended March 31, 2022.

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Pacific Coast

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 Pacific Coast segment for the three months ended March 31, 2023 and 2022 for the total segment portfolio:

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Occupancy			79.3		%				66.6		%				12.7		pts				19.1		%
Net Package ADR			$	541.73					$	459.90					$	81.83					17.8		%
Net Package RevPAR			$	429.80					$	306.41					$	123.39					40.3		%
			($ in thousands)
Net Package Revenue(1)			$	35,820					$	25,535					$	10,285					40.3		%
Net Non-package Revenue(1)			4,695						3,569						1,126						31.5		%
Owned Net Revenue			40,515						29,104						11,411						39.2		%
Owned Resort EBITDA			$	17,523					$	12,544					$	4,979					39.7		%
Owned Resort EBITDA Margin			43.3		%				43.1		%				0.2		pts				0.5		%

________

(1)For the three months ended March 31, 2022, includes $0.3 million of on-property room upgrade revenue that was reclassified from net non-package revenue to net package revenue to conform with current period presentation.

Segment Owned Net Revenue. Our Owned Net Revenue for the three months ended March 31, 2023 increased $11.4 million, or 39.2%, compared to the three months ended March 31, 2022. The increase was due to the following:

•an increase in Occupancy of 12.7 percentage points compared to the three months ended March 31, 2022, driven by an increase in demand from Mexican and Canadian sourced guests;

•a 17.8% increase in Net Package ADR as a result of a higher MICE group contribution to our guest mix; and

•an increase in Net Non-package Revenue of $1.1 million, or 31.5%, compared to the three months ended March 31, 2022. Net Non-package Revenue includes a decrease of $0.4 million due to the expiration of our Extended Stay Program in late 2022 as COVID-19-related travel restrictions were no longer in effect. Excluding this impact, Net Non-package Revenue per sold room increased 23.2% compared to the three months ended March 31, 2022.

Segment Owned Resort EBITDA. Our Owned Resort EBITDA for the three months ended March 31, 2023 increased $5.0 million, or 39.7%, compared to the three months ended March 31, 2022. The increase was a result of leveraging a majority of our direct expenses given the Net Package ADR growth, which was partially offset by Occupancy-related increases in resort operating expenses, union-negotiated wage and benefit increases, and a negative impact from the appreciation of the Mexican Peso compared to the three months ended March 31, 2022.

•Owned Resort EBITDA Margin for the three months ended March 31, 2023 was 43.3%, an increase of 0.2 percentage points compared to three months ended March 31, 2022. Owned Resort EBITDA Margin was negatively impacted by 350 basis points due to the appreciation of the Mexican Peso compared to the three months ended March 31, 2022. Excluding the impact of foreign exchange rate appreciation, Owned Resort EBITDA Margin would have been 46.8%, an increase of 3.7 percentage points compared to the three months ended March 31, 2022.

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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 March 31, 2023 and 2022 for the total segment portfolio and comparable segment portfolio:

Total Portfolio

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Occupancy			51.1		%				77.3		%				(26.2)		pts				(33.9)		%
Net Package ADR			$	490.55					$	330.61					$	159.94					48.4		%
Net Package RevPAR			$	250.47					$	255.58					$	(5.11)					(2.0)		%
			($ in thousands)
Net Package Revenue(1)			$	59,602					$	60,818					$	(1,216)					(2.0)		%
Net Non-package Revenue(1)			9,167						8,846						321						3.6		%
Owned Net Revenue			68,769						69,664						(895)						(1.3)		%
Owned Resort EBITDA			$	26,849					$	28,377					$	(1,528)					(5.4)		%
Owned Resort EBITDA Margin			39.0		%				40.7		%				(1.7)		pts				(4.2)		%

________

(1)For the three months ended March 31, 2022, includes $1.2 million of on-property room upgrade revenue that was reclassified from net non-package revenue to net package revenue to conform with current period presentation.

Comparable Portfolio

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Occupancy			61.8		%				76.9		%				(15.1)		pts				(19.6)		%
Net Package ADR			$	494.31					$	360.44					133.87						37.1		%
Net Package RevPAR			$	305.71					$	277.26					28.45						10.3		%
			($ in thousands)
Net Package Revenue			$	58,990					$	53,500					5,490						10.3		%
Net Non-package Revenue			9,095						7,806						1,289						16.5		%
Owned Net Revenue			68,085						61,306						6,779						11.1		%
Owned Resort EBITDA			$	29,277					$	26,087					3,190						12.2		%
Owned Resort EBITDA Margin			43.0		%				42.6		%				0.4		pts				0.9		%

Segment Comparable Owned Net Revenue. Our Comparable Owned Net Revenue for the three months ended March 31, 2023 increased $6.8 million, or 11.1%, compared to the three months ended March 31, 2022. The increase was due to the following:

•a 37.1% increase in Comparable Net Package ADR due to a lower mix of sold rooms at the Jewel Punta Cana during the three months ended March 31, 2023, when we transitioned management to us from a third-party. Excluding this resort, Net Package ADR increased 20.1%;

•a decrease in Occupancy of 15.1 percentage points compared to the three months ended March 31, 2022 as a result of reduced Occupancy at the Jewel Punta Cana, as we transitioned the management of the resort to us from a third-party; and

•an increase in Comparable Net Non-package Revenue of $1.3 million, or 16.5%, compared to the three months ended March 31, 2022. Comparable Net Non-package Revenue includes:

•a decrease of $0.5 million due to the expiration of our Extended Stay Program in late 2022 as COVID-19-related travel restrictions were no longer in effect.

•a decrease in Net Non-package Revenue as a result of reduced Occupancy at the Jewel Punta Cana during the three months ended March 31, 2023. Excluding this resort, Net Non-package Revenue increased 39.6%.

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Segment Comparable Owned Resort EBITDA. Our Comparable Owned Resort EBITDA for the three months ended March 31, 2023 increased $3.2 million, or 12.2%, compared to the three months ended March 31, 2022. The increase was a result of leveraging a majority of our direct expenses given the Net Package ADR growth as compared to the three months ended March 31, 2022. Excluding Jewel Punta Cana, Comparable Owned Resort EBITDA for the three months ended March 31, 2023 increased 38.4% compared to the three months ended March 31, 2022.

•Comparable Owned Resort EBITDA Margin for the three months ended March 31, 2023 was 43.0%, an increase of 0.4 percentage points compared to the three months ended March 31, 2022. Comparable Owned Resort EBITDA Margin was negatively impacted by 530 basis points due to reduced Occupancy at the Jewel Punta Cana. Excluding this resort, Comparable Owned Resort EBITDA Margin for the three months ended March 31, 2023 was 48.3%, an increase of 2.8 percentage points compared to the three months ended March 31, 2022.

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 March 31, 2023 and 2022 for the total segment portfolio:

			Three Months Ended March 31,												Increase / Decrease
			2023						2022						Change						% Change
Occupancy			82.5		%				67.6		%				14.9		pts				22.0		%
Net Package ADR			$	500.78					$	418.26					$	82.52					19.7		%
Net Package RevPAR			$	413.24					$	282.67					$	130.57					46.2		%
			($ in thousands)
Net Package Revenue(1)			$	53,110					$	36,329					$	16,781					46.2		%
Net Non-package Revenue(1)			9,867						7,935						1,932						24.3		%
Owned Net Revenue			62,977						44,264						18,713						42.3		%
Owned Resort EBITDA			$	27,081					$	17,158					$	9,923					57.8		%
Owned Resort EBITDA Margin			43.0		%				38.8		%				4.2		pts				10.8		%

________

(1)For the three months ended March 31, 2022, includes $0.3 million of on-property room upgrade revenue that was reclassified from net non-package revenue to net package revenue to conform with current period presentation.

Segment Owned Net Revenue. Our Owned Net Revenue for the three months ended March 31, 2023 increased $18.7 million, or 42.3%, compared to the three months ended March 31, 2022. The increase was due to the following:

•an increase in Occupancy of 14.9 percentage points compared to the three months ended March 31, 2022, driven by an increase in demand from United States and Canadian sourced guests;

•a 19.7% increase in Net Package ADR as a result of a higher MICE group contribution to our guest mix; and

•an increase in Net Non-package Revenue of $1.9 million, or 24.3%, compared to the three months ended March 31, 2022. Net Non-package Revenue includes a decrease of $0.6 million due to the expiration of our Extended Stay Program in late 2022 as COVID-19-related travel restrictions were no longer in effect. Excluding this impact, Net Non-package Revenue per sold room increased 9.5% compared to the three months ended March 31, 2022.

Segment Owned Resort EBITDA. Our Owned Resort EBITDA for the three months ended March 31, 2023 increased $9.9 million, or 57.8%, compared to the three months ended March 31, 2022. The increase was a result of leveraging a majority of our direct expenses given the Net Package ADR growth, partially offset by Occupancy-related increases in resort operating expenses compared to the three months ended March 31, 2022.

•Owned Resort EBITDA Margin for the three months ended March 31, 2023 increased 4.2 percentage points, or 10.8%, compared to the three months ended March 31, 2022. Owned Resort EBITDA Margin was negatively impacted by 110 basis points due to the timing of sales and marketing expenses and franchise fees compared to the three months ended March 31, 2022.

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Non-U.S. GAAP Financial Measures

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

The following is a reconciliation of our U.S. GAAP net income to EBITDA, Adjusted EBITDA, Owned Resort EBITDA and Comparable Owned Resort EBITDA for the three months ended March 31, 2023 and 2022 ($ in thousands):

			Three Months Ended March 31,
			2023						2022
Net income			$	42,719					$	42,747
Interest expense			29,666						9,168
Income tax provision			4,816						1,614
Depreciation and amortization			19,191						19,500
EBITDA			96,392						73,029
Other (income) expense (a)			(232)						514
Share-based compensation			3,166						3,356
Transaction expense (b)			863						191
Other tax expense (c)			—						240
Repairs from hurricanes and tropical storms (d)			(861)						—
Loss on sale of assets			13						—
Non-service cost components of net periodic benefit			(852)						(387)
Adjusted EBITDA			98,489						76,943
Other corporate (e)			13,555						11,947
The Playa Collection			(726)						(296)
Management fees			(1,929)						(1,057)
Owned Resort EBITDA			109,389						87,537
Less: Non-comparable Owned Resort EBITDA			(2,428)						2,290
Comparable Owned Resort EBITDA(f)			$	111,817					$	85,247

________

(a)    Represents changes in foreign exchange and other miscellaneous non-operating expenses or income.

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

(c)    Relates primarily to a Dominican Republic asset 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 EBITDA.

(d)    Includes significant repair and clean-up expenses incurred from natural events which are not expected to be offset by property damage insurance proceeds. It does not include repair and clean-up costs from natural events that are not considered significant. For the three months ended March 31, 2023, represents a decrease in the expected repair and clean-up expenses for the Jewel Punta Cana related to the impact of Hurricane Fiona.

(e)    For the three months ended March 31, 2023 and 2022, represents corporate salaries and benefits of $9.7 million for 2023 and $8.3 million for 2022, professional fees of $1.9 million for 2023 and $1.9 million for 2022, corporate rent and insurance of $1.0 million for 2023 and $1.0 million for 2022, and corporate travel, software licenses, board fees and other miscellaneous corporate expenses of $1.0 million for 2023 and $0.7 million for 2022.

(f)    Our comparable portfolio for the three months ended March 31, 2023 excludes the Jewel Palm Beach, which was closed for a majority of the first quarter of 2023 as we transitioned the management of the resort to us from a third-party.

Seasonality

The seasonality of the lodging industry and the location of our resorts in Mexico, Jamaica and Dominican Republic have historically resulted in the greatest demand for our resorts occurring 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.

Inflation

We have experienced an elevated level of inflationary pressure on our direct resort expenses since the beginning of 2022. Inflation effects were experienced mostly through higher labor costs, food and beverage prices, and utility costs. Although we experienced some improvement during 2023, we expect that costs will likely remain elevated at least through the first half of 2023, but could continue for longer. While we, like most operators of lodging properties, have the ability to adjust room rates to reflect the effects of inflation, competitive pricing pressures may limit our ability to raise room rates to fully offset inflationary cost increases.

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Liquidity and Capital Resources

Our net cash provided by operating activities for the three months ended March 31, 2023 was $45.3 million, representing a significant increase over the three months ended March 31, 2022. We believe that our sources of cash, which consist of available cash and cash from operations, together with the available borrowing capacity under our Revolving Credit Facility and our access to the capital markets, will be adequate to meet our cash requirements, including our contractual obligations, over the next twelve months and beyond.

Sources of Cash

As of March 31, 2023, we had $281.5 million of available cash, as compared to $283.9 million as of December 31, 2022. Our primary short-term cash needs are paying operating expenses, maintaining our resorts, and servicing our outstanding indebtedness. We expect to meet our short-term liquidity requirements generally through our existing cash balances, net cash provided by operations, equity issuances or short-term borrowings under our Revolving Credit Facility.

Further, we had no restricted cash balance as of March 31, 2023. As of April 30, 2022, we had approximately $266.9 million of available cash and also had $225.0 million available on our Revolving Credit Facility, which does not mature until January 2028.

We expect to meet our long-term liquidity requirements generally through the sources of cash available for short-term needs, net cash provided by operations, as well as equity or debt issuances or proceeds from the potential disposal of assets.

Cash Requirements

Our expected material cash requirements for the remainder of 2023 and thereafter consist of (i) contractually obligated expenditures, including payments of principal and interest; (ii) other essential expenditures, including operating expenses and maintenance of our resorts; and (iii) opportunistic expenditures, including possible property developments, expansions, renovations, repositioning and rebranding projects, potential acquisitions, the repayment of indebtedness and discretionary repurchases of our securities.

As of March 31, 2023, 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. As of March 31, 2023, we had $85.6 million of scheduled contractual obligations remaining in 2023 which we expect to pay with available cash.

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 continue to improve, whether as a result of a resurgence of COVID-19 or for other reasons, such as inflation, 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.

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Recent Transactions Affecting Our Liquidity and Capital Resources

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):

			Three Months Ended March 31,
			2023						2022
Net cash provided by operating activities			$	45,287					$	37,648
Net cash used in investing activities			$	(2,352)					$	(4,436)
Net cash used in financing activities			$	(45,415)					$	(2,624)
(Decrease) increase in cash, cash equivalents, and restricted cash			$	(2,480)					$	30,588

Cash Flows from Operating Activities

Our net cash from operating activities is generated primarily from operating income of our resorts. For the three months ended March 31, 2023, our net cash provided by operating activities was $45.3 million. For the three months ended March 31, 2022, our net cash provided by operating activities was $37.6 million.

Cash Flows from Investing Activities

Our net cash used in investing activities was $2.4 million for the three months ended March 31, 2023 compared to $4.4 million for the three months ended March 31, 2022.

Activity for the three months ended March 31, 2023:

•Purchases of property and equipment of $10.3 million, primarily for maintenance related expenditures; and

•Property damage insurance proceeds related to the impacts of Hurricane Fiona of $8.0 million.

Activity for the three months ended March 31, 2022:

•Purchases of property and equipment of $4.4 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 (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. 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 resorts in our markets.

Cash Flows from Financing Activities

Our net cash used in financing activities was $45.4 million for the three months ended March 31, 2023 compared to $2.6 million for the three months ended March 31, 2022.

Activity for the three months ended March 31, 2023:

•Principal payments on our 2022 Term Loan of $2.8 million; and

•Repurchases of ordinary shares of $42.6 million.

Activity for the three months ended March 31, 2022:

•Principal payments on our prior Term Loan of $2.5 million.

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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 involve higher degree of judgement and estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We believe our estimates, assumptions and judgments with respect to our such policies are reasonable based upon information presently available. However, 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.

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, 2022, filed with the SEC on February 23, 2023. 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 (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.

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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. As of March 31, 2023, 100% of our outstanding indebtedness bore interest at floating rates, as our 2022 Term Loan incurs interest based on SOFR plus a margin of 4.25%.

•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 $11.0 million annually, assuming the balance outstanding under our Revolving Credit Facility remained at $0 million. If we included the effects of our interest rate swaps effective April 2023 (discussed below), the decrease would be approximately $5.5 million annually.

•If market rates of interest on our floating rate debt were to decrease by 1.0%, the decrease in interest expense on our floating rate debt would increase our future earnings and cash flows by approximately $11.0 million annually, assuming the balance outstanding under our Revolving Credit Facility remained at $0 million. If we included the effects of our interest rate swaps effective April 2023 (discussed below), the increase would be approximately $5.5 million annually.

Our interest rate swaps, which previously mitigated risk related to LIBOR, matured on March 31, 2023. Effective April 15, 2023, we entered into two interest rate swaps to mitigate the floating interest rate risk on our 2022 Term Loan, which incurs interest based on SOFR. The interest rate swaps each have a fixed notional amount of $275.0 million and are not for trading purposes. The fixed rates paid by us on the interest rate swaps are 4.05% and 3.71%, and the variable rate received resets monthly to the one-month SOFR rate. The interest rate swaps mature on April 15, 2025 and April 15, 2026, respectively.

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 three months ended March 31, 2023 less than 1% 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 75% of our resort-level operating expenses for the three months ended March 31, 2023 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 March 31, 2023 would have impacted our Owned Resort EBITDA by approximately $2.9 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 March 31, 2023 would have impacted our Owned Resort EBITDA by approximately $1.7 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 March 31, 2023 would have impacted our Owned Resort EBITDA by approximately $1.4 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.

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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 evaluation, our Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective.

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.

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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.

As of March 31, 2023, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023, which is accessible on the SEC’s website at www.sec.gov.

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

(a) Unregistered Sale of Securities

None.

(b) Use of Proceeds

None.

(c) Issuer Purchases of Equity Securities

The following table sets forth information regarding our purchases of our ordinary shares during the three months ended March 31, 2023:

						Total number of shares purchased						Average price paid per share(1)						Total number of shares purchased as part of publicly announced program(2)						Maximum approximate dollar value of shares that may yet be purchased under the program ($ in thousands)(2)
January 1, 2023 to January 31, 2023						1,541,689						$	6.57					1,541,689						$	43,609
February 1, 2023 to February 28, 2023						132,954						8.98						132,954						198,806
March 1, 2023 to March 31, 2023						3,299,489						8.96						3,299,489						169,245
Total						4,974,132						$	8.17					4,974,132						$	169,245

________

(1) The average price paid per share and maximum approximate dollar value of shares disclosed above include broker commissions.

(2) In February 2023, our Board established a new $200.0 million share repurchase program, which authorization replaced our $100.0 million repurchase authorization announced in September 2022, pursuant to which we may repurchase our outstanding ordinary shares as market conditions and our liquidity warrant. The share repurchase authorization has no expiration date. 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.

Item 3.    Defaults Upon Senior Securities.

None.

Item 4.    Mine Safety Disclosures.

Not applicable.

Item 5.    Other Information.

None.

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Item 6.    Exhibits.

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

Exhibit Number						Exhibit Description
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 March 31, 2023, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (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)

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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:

May 4, 2023

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:

May 4, 2023

By:

/s/ Ryan Hymel

Ryan Hymel

Chief Financial Officer

(Principal Financial Officer)