Business combinations (Tables)

6 Months Ended

Jun. 30, 2018

The following table summarizes the fair value of each class of consideration transferred to the Sagicor Parties on the Acquisition Date ($ in thousands, except share data):



Cash consideration, net of cash acquired of $0.1 million	$	93,128
Ordinary shares (20,000,000 shares at the Acquisition Date closing price of $10.77 per share, €0.10 par value)	215,400
Total purchase consideration	$	308,528

The consideration received as a result of the Pace Business Combination is summarized as follows ($ in thousands):



Purchase of all of our Predecessor's cumulative redeemable preferred shares ⁽¹⁾	$	353,873
Net cash transferred from Pace	78,859
Playa Employee Offering⁽²⁾	799
Total consideration transferred	$	433,531

________

⁽¹⁾Balance consisted of the face value of our Predecessor's cumulative redeemable preferred shares (“Preferred Shares”) and their associated PIK dividends as of March 10, 2017, per the terms of the Pace Business Combination.

⁽²⁾In connection with the Pace Business Combination, we entered into subscription agreements (the “Subscription Agreements”) with Playa employees, their family members and persons with business relationships with Playa, pursuant to which those persons agreed to purchase 82,751 ordinary shares for an aggregate purchase price of $0.8 million.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table presents our preliminary estimates of fair values of the assets that we acquired and the liabilities that we assumed on the Acquisition Date. Our preliminary estimates are based on the information that was available as of the Acquisition Date, and we are continuing to evaluate the underlying inputs and assumptions used in our valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which can be up to one year from the Acquisition Date ($ in thousands):



Total purchase consideration	$	308,528
Net assets acquired
Working capital	(1,665		)
Property, plant and equipment	309,452
Identifiable intangible assets and liabilities	2,197
Deferred income taxes	(28,753		)
Goodwill	27,297
Total net assets acquired	$	308,528

Schedule of Identified Intangible Assets Acquired and Related Useful Lives

The following table presents our preliminary estimates of the fair values of the identified intangible asset and liabilities and their related estimated useful lives that we acquired on the Acquisition Date ($ in thousands):



	Balance Sheet Classification	Estimated Fair Value			Weighted-Average Amortization Period (in years)
Management agreement	Other intangible assets	$	1,900		20
Favorable ground lease asset	Prepayments and other assets	2,631			22
Unfavorable ground lease liability	Other liabilities	(2,334		)	22
Total identifiable intangibles acquired		$	2,197

Schedule of Unaudited Pro Forma Results of Operations

The following unaudited pro forma results of operations have been prepared as though the business combination was completed on January 1, 2017. This unaudited pro forma financial information does not necessarily reflect the results of operations of Playa that actually would have resulted had the acquisition of the Sagicor Assets occurred at the date indicated, nor does it project the results of operations of Playa for any future date or period ($ in thousands, except per share amounts):



	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018		2017
Pro forma revenue	$	163,270	$	166,101		$	372,183	$	370,765
Pro forma net income (loss)	$	19,911	$	(9,517	)	$	50,319	$	20,052
Pro forma earnings (losses) per share - Basic	$	0.15	$	(0.08	)	$	0.39	$	0.09
Pro forma earnings (losses) per share - Diluted	$	0.15	$	(0.08	)	$	0.39	$	0.09

Schedule of Sagicor Hotel Properties' Results of Operations

The following table presents the results of the Sagicor Assets' operations, which are recorded within our Jamaica reportable segment, included in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the period from the Acquisition Date through June 30, 2018 ($ in thousands):



	June 2, 2018 - June 30, 2018
Revenue	$	8,662
Net income	$	2,692