Wyndham Hotels & Resorts (NYSE: WH) yesterday announced results for the three months ended September 30, 2020. Highlights include:

  • Diluted earnings per share was $0.29, and adjusted diluted earnings per share was $0.36.
  • Net income was $27 million for the third quarter and adjusted net income was $34 million.
  • Adjusted EBITDA was $101 million.
  • Generated $97 million of net cash provided by operating activities and $92 million of free cash flow.
  • Global comparable RevPAR declined 35% year-over-year.
  • System-wide rooms declined 2% year-over-year.
  • Paid quarterly cash dividend of $0.08 per share.
  • Issued $500 million aggregate principal amount of 4.375% senior unsecured notes in August 2020, due 2028, the net proceeds of which were used in full to repay then-outstanding revolver borrowings.

"In the face of continued industry uncertainty, our leisure-oriented, drive-to franchise business model generated $101 million of adjusted EBITDA and $92 million of free cash flow," said Geoffrey A. Ballotti, president and chief executive officer. "Over 99% of our domestic and over 97% of our global portfolio are open today. RevPAR improved sequentially across the globe, and in the U.S., our economy and midscale brands continued to gain market share. Third quarter room openings also improved sequentially both in the U.S. and internationally and we grew our pipeline by 3% to 185,000 rooms globally. Importantly, we executed 152 hotel agreements, including 23% more domestic conversion signings than the third quarter of 2019. As always, we remain dedicated to supporting our owners around the world during these very challenging times."

Revenues declined from $560 million in the third quarter of 2019 to $337 million in the third quarter of 2020. The decline includes lower pass-through cost-reimbursement revenues of $79 million, which have no impact on adjusted EBITDA, in the Company's hotel management business. Excluding cost-reimbursement revenues, revenues declined $144 million primarily reflecting a 35% decline in comparable RevPAR and the impact from hotels temporarily closed due to COVID-19.

The Company generated net income of $27 million, or $0.29 per diluted share, compared to $45 million, or $0.47 per diluted share, in the third quarter of 2019. The decline in net income of $18 million, or $0.18 per diluted share, was primarily due to the revenue declines, which were partially offset by cost containment initiatives, lower volume-related expenses and the absence of contract termination and transaction-related expenses. Full reconciliations of GAAP results to the Company's non-GAAP adjusted measures for all reported periods appear in the tables to this press release.

Business Segment Discussion

The following discussion of third quarter operating results focuses on revenue and adjusted EBITDA for each of the Company's segments.

Hotel Franchising

2020

2019

% Change

System size

748,200

758,400

(1)

Global RevPAR

$

28.83

$

45.23

(36)

Revenue (millions)

$

236

$

379

(38)

Adjusted EBITDA (millions)

117

195

(40)

The Company's franchised system, which included 8,500 rooms transferred from the hotel management segment related to the CorePoint Lodging asset sales, declined 1% globally. Excluding the transfer, franchised net rooms declined 2% globally, reflecting the Company's previously announced removal of non-compliant and brand detracting rooms, of which approximately 9,000 were removed during the second quarter and approximately 7,900 were removed during the third quarter.

RevPAR declined 36% globally, reflecting a 31% decline in the U.S. and a 50% decline internationally. On a comparable basis, which is in constant currency and excludes hotels temporarily closed due to COVID-19, global RevPAR declined 33%, reflecting a 30% decline in the U.S. and a 43% decline internationally.

Revenues decreased $143 million compared to third quarter 2019 reflecting the impact of COVID-19 on travel demand globally, while a decline in adjusted EBITDA of $78 million was partially mitigated by cost containment initiatives and lower volume-related expenses.

Hotel Management

2020

2019

% Change

System size

55,800

63,400

(12)

Global RevPAR

$

34.34

$

66.65

(48)

Revenue (millions)

$

101

$

180

(44)

Adjusted EBITDA (millions)

2

13

N/A

The Company's managed system globally decreased 12%, primarily reflecting the transfer of 8,500 rooms to the hotel franchising segment as a result of CorePoint Lodging asset sales. Excluding the transfer of rooms to the hotel franchising segment, the Company's managed system increased 2% primarily reflecting growth internationally, partially offset by the Company's previously announced removal of approximately 1,300 unprofitable management guarantee hotel rooms during the third quarter.

RevPAR declined 48% globally, including a 45% decline in the U.S. and a 56% decline internationally. On a comparable basis, which excludes hotels temporarily closed due to COVID-19, global RevPAR declined 46%, including a 43% decline in the U.S. and a 51% decline internationally.

Revenues decreased $79 million compared to the prior-year period primarily due to lower cost-reimbursement revenues, which have no impact on adjusted EBITDA. Absent cost-reimbursements, revenues were unchanged as the unfavorable impact of COVID-19 on travel demand globally was offset by the absence of a $20 million fee credit recorded as a reduction to hotel-management revenues in the third quarter of 2019, which was considered transaction-related and therefore did not impact Adjusted EBITDA. Adjusted EBITDA declined $11 million as the RevPAR impacts were partially mitigated by cost containment initiatives and lower volume-related expenses.

Development

As of September 30, 2020, the Company's hotel system of approximately 9,000 properties and 804,000 rooms declined 2% year-over-year. During the third quarter of 2020, the Company opened 76 hotels totaling 9,600 rooms, a year-over-year decline of 34% due to delays resulting from the pandemic.

As expected, the Company's global retention rate over the last twelve months declined to 92.6% compared to 94.9% during the same period last year due to the Company's removal of approximately 9,000 non-compliant master franchise rooms in China during the second quarter; and the Company's removal of approximately 9,200 additional non-compliant, unprofitable and brand detracting rooms in the third quarter.

The Company's development pipeline consisted of 1,400 hotels and approximately 185,000 rooms, a 3% decline year-over-year, or a 3% increase sequentially. Approximately 64% of the Company's development pipeline is international and 76% is new construction, of which 33% have broken ground.

Cash and Liquidity

During the third quarter of 2020, the Company's cash balance increased $71 million to $735 million, including the issuance of $500 million of senior unsecured notes bearing interest at 4.375%, the net proceeds of which were used in full to repay then-outstanding revolver borrowings. In addition, the Company made $10 million of special-item cash outlays, primarily reflecting COVID-19 related restructuring payments, during the third quarter. As of September 30, 2020, the total capacity under the Company's revolving credit facility was $501 million and the Company had approximately $1.2 billion in total liquidity.

Dividends

The Company paid common stock dividends of $7 million, or $0.08 per share, in the third quarter of 2020.

About Wyndham Hotels & Resorts

Wyndham Hotels & Resorts (NYSE: WH) is the world's largest hotel franchising company by the number of properties, with approximately 9,000 hotels across approximately 90 countries on six continents. Through its network of 804,000 rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 20 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, Hawthorn Suites®, Trademark Collection® and Wyndham®.

Table 1

WYNDHAM HOTELS & RESORTS

INCOME (LOSS) STATEMENT

(In millions, except per share data)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2020

2019

2020

2019

Net revenues

Royalties and franchise fees

$

96

$

140

$

250

$

368

Marketing, reservation and loyalty

99

167

288

421

Management and other fees

12

12

50

88

License and other fees

21

35

63

97

Cost reimbursements

82

161

274

476

Other

27

45

79

111

Net revenues

337

560

1,004

1,561

Expenses

Marketing, reservation and loyalty

107

160

311

437

Operating

25

43

82

124

General and administrative

28

33

82

98

Cost reimbursements

82

161

274

476

Depreciation and amortization

24

26

73

81

Impairments, net

206

45

Restructuring

29

Transaction-related, net

12

13

30

Separation-related

1

22

Contract termination

34

43

Total expenses

266

469

1,071

1,356

Operating income/(loss)

71

91

(67)

205

Interest expense, net

29

25

83

76

Income/(loss) before income taxes

42

66

(150)

129

Provision/(benefit) for income taxes

15

21

(25)

36

Net income/(loss)

$

27

$

45

$

(125)

$

93

Earnings/(loss) per share

Basic

$

0.29

$

0.47

$

(1.34)

$

0.95

Diluted

0.29

0.47

(1.34)

0.95

Weighted average shares outstanding

Basic

93.3

96.2

93.4

97.0

Diluted

93.4

96.3

93.4

97.2

Table 2

WYNDHAM HOTELS & RESORTS

HISTORICAL REVENUE AND ADJUSTED EBITDA BY SEGMENT

The reportable segments presented below represent our operating segments for which separate financial information is available and is utilized on a regular basis by our chief operating decision maker to assess performance and allocate resources. In identifying our reportable segments, we also consider the nature of services provided by our operating segments. Management evaluates the operating results of each of our reportable segments based upon net revenues and adjusted EBITDA. We believe that adjusted EBITDA is a useful measure of performance for our segments which, when considered with GAAP measures, allows a more complete understanding of our operating performance. We use these measures internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Our presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

 First Quarter

 Second Quarter

 Third Quarter

 Fourth Quarter

Full Year

Hotel Franchising

Net revenues

2020

$

243

$

182

$

236

n/a

n/a

2019

269

331

379

300

1,279

2018

203

289

348

295

1,135

Adjusted EBITDA

2020

$

108

$

83

$

117

n/a

n/a

2019

113

162

195

151

622

2018

86

129

178

122

515

Hotel Management

Net revenues

2020

$

167

$

76

$

101

n/a

n/a

2019

197

201

180

190

768

2018

99

146

252

229

726

Adjusted EBITDA

2020

$

17

$

(4)

$

2

n/a

n/a

2019

16

16

13

21

66

2018

16

8

5

18

47

Corporate and Other

Net revenues

2020

$

$

$

n/a

n/a

2019

2

1

1

2

6

2018

4

3

7

Adjusted EBITDA

2020

$

(18)

$

(16)

$

(18)

n/a

n/a

2019

(18)

(19)

(18)

(19)

(75)

2018

(10)

(12)

(17)

(15)

(55)

Total Company

Net revenues

2020

$

410

$

258

$

337

n/a

n/a

2019

468

533

560

492

2,053

2018

302

435

604

527

1,868

Net income/(loss)

2020

$

22

$

(174)

$

27

n/a

n/a

2019

21

26

45

64

157

2018

39

21

58

43

162

Adjusted EBITDA

2020

$

107

$

63

$

101

n/a

n/a

2019

111

159

190

153

613

2018

92

125

166

125

507

NOTE: Amounts may not add across due to rounding.

See Table 7 for reconciliations of Total Company non-GAAP measures and Table 8 for definitions.

Table 3

WYNDHAM HOTELS & RESORTS

CASH FLOWS

(In millions)

(Unaudited)

Nine Months Ended September 30,

2020

2019

Operating activities

Net (loss)/income

$

(125)

$

93

Depreciation and amortization

73

81

Impairment (a)

209

45

Payment of tax liability assumed in La Quinta acquisition

(188)

Working capital changes and other, net

(100)

(22)

Net cash provided by operating activities

57

9

Investing activities

Property and equipment additions

(23)

(35)

Other, net

(1)

(2)

Net cash used in investing activities

(24)

(37)

Financing activities

Proceeds from borrowings

1,244

Principal payments on long-term debt

(522)

(12)

Debt issuance costs

(10)

Capital contribution from former Parent

68

Dividends to shareholders

(45)

(84)

Repurchases of common stock

(50)

(168)

Other, net

(8)

(8)

Net cash provided by/(used in) financing activities

609

(204)

Effect of changes in exchange rates on cash, cash equivalents and restricted cash

(1)

Net increase/(decrease) in cash, cash equivalents and restricted cash

641

(232)

Cash, cash equivalents and restricted cash, beginning of period

94

366

Cash, cash equivalents and restricted cash, end of period

$

735

$

134

Free Cash Flow:

We define free cash flow to be net cash provided by operating activities less property and equipment additions, which we also refer to as capital expenditures. We believe free cash flow to be a useful operating performance measure to us and investors to evaluate the ability of our operations to generate cash for uses other than capital expenditures and, after debt service and other obligations, our ability to grow our business through acquisitions and investments, as well as our ability to return cash to shareholders through dividends and share repurchases. This non-GAAP measure is not necessarily a representation of how we will use excess cash. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating Wyndham Hotels is that free cash flow does not represent the total cash movement for the period as detailed in the condensed consolidated statement of cash flows.

Nine Months Ended September 30,

2020

2019

Net cash provided by operating activities (b)

$

57

$

9

Less: Property and equipment additions

(23)

(35)

Free cash flow

$

34

$

(26)

(a)

2020 excludes $3 million of cash proceeds from a previously impaired asset.

(b) 

Includes special-item cash outlays of $58 million in 2020 and 2019, primarily relating to transaction-related and separation-related cash payments, as well as our restructuring initiatives. Additionally, 2019 includes $188 million of payments to tax authorities related to the La Quinta acquisition.

Table 4

WYNDHAM HOTELS & RESORTS

BALANCE SHEET SUMMARY AND DEBT

(In millions)

(Unaudited)

As of

September 30, 2020

As of

December 31, 2019

Assets

Cash and cash equivalents

$

735

$

94

Trade receivables, net

324

304

Property and equipment, net

284

307

Goodwill and intangible assets, net

3,250

3,485

Other current and non-current assets

301

343

Total assets

$

4,894

$

4,533

Liabilities and stockholders' equity

Total debt

$

2,835

$

2,122

Other current liabilities

360

441

Deferred income tax liabilities

323

387

Other non-current liabilities

413

371

Total liabilities

3,931

3,321

Total stockholders' equity

963

1,212

Total liabilities and stockholders' equity

$

4,894

$

4,533

Our outstanding debt as of September 30, 2020 was as follows:

As of

September 30, 2020

As of

December 31, 2019

$750 million revolving credit facility (due May 2023)

$

234

$

Term loan (due May 2025)

1,558

1,568

5.375% senior unsecured notes (due April 2026)

495

494

4.375% senior unsecured notes (due August 2028)

492

Finance leases

56

60

Total debt

2,835

2,122

Cash and cash equivalents

735

94

Net debt

$

2,100

$

2,028

Our outstanding debt as of September 30, 2020 matures as follows:

Amount

Within 1 year

$

21

Between 1 and 2 years

21

Between 2 and 3 years

255

Between 3 and 4 years

22

Between 4 and 5 years

1,500

Thereafter

1,016

Total

$

2,835

Table 5

WYNDHAM HOTELS & RESORTS

REVENUE DRIVERS

Nine Months Ended September 30,

2020

2019

Change

% Change

Beginning Room Count (January 1)

United States

510,200

506,100

4,100

1%

International

320,800

303,800

17,000

6

Total

831,000

809,900

21,100

3

Additions

United States

8,400

18,800

(10,400)

(55)

International

13,100

23,500

(10,400)

(44)

Total

21,500

42,300

(20,800)

(49)

Deletions

United States (a)

(20,900)

(15,700)

(5,200)

(33)

International (a)(b)

(27,600)

(14,700)

(12,900)

(88)

Total

(48,500)

(30,400)

(18,100)

(60)

Ending Room Count (September 30)

United States

497,700

509,200

(11,500)

(2)

International

306,300

312,600

(6,300)

(2)

Total

804,000

821,800

(17,800)

(2%)

As of September 30,

FY 2019 Royalty Contribution

2020

2019

Change

% Change

System Size

United States

Economy

253,000

261,200

(8,200)

(3%)

Midscale and Upper Midscale

204,900

207,700

(2,800)

(1)

Extended Stay/Lifestyle

24,200

21,800

2,400

11

Upscale (a)

15,600

18,500

(2,900)

(16)

Total United States (a)

497,700

509,200

(11,500)

(2)

86%

International

Greater China (a)(b)

142,000

151,400

(9,400)

(6)

3

Rest of Asia Pacific (a)

27,000

25,300

1,700

7

1

Europe, the Middle East and Africa (a)

67,400

66,800

600

1

4

Canada

40,600

40,700

(100)

5

Latin America

29,300

28,400

900

3

1

Total International

306,300

312,600

(6,300)

(2)

14

Global

804,000

821,800

(17,800)

(2%)

100%

(a) 

2020 reflects the global impact from the Company's removal of approximately 9,200 non-compliant, unprofitable and brand detracting rooms during the third quarter.

(b) 

2020 reflects the impact from the Company's removal of approximately 9,000 non-compliant master franchise rooms in China during the second quarter.

Table 5 (continued)

WYNDHAM HOTELS & RESORTS

REVENUE DRIVERS

Three Months Ended September 30,

2020

2019

% Change

Constant Currency %

 Change (a)

Regional RevPAR Growth

United States

Economy

$

33.86

$

44.97

(25%)

Midscale and Upper Midscale

38.74

58.96

(34)

Extended Stay/Lifestyle

38.35

72.78

(47)

Upscale

41.15

108.23

(62)

Total United States

$

36.31

$

53.79

(32)

International

Greater China

$

13.26

$

18.60

(29)

(30%)

Rest of Asia Pacific

18.59

40.52

(54)

(55)

Europe, the Middle East and Africa

21.93

56.54

(61)

(62)

Canada

33.01

62.18

(47)

(47)

Latin America

6.84

33.60

(80)

(76)

Total International

$

17.72

$

35.63

(50)

(50)

Global

$

29.23

$

46.94

(38%)

(38%)

Average Royalty Rate

United States

4.4%

4.5%

(10 bps)

International

2.1%

2.1%

Global

3.9%

3.8%

10 bps

Nine Months Ended September 30,

2020

2019

% Change

Constant Currency %

 Change (a)

Regional RevPAR Growth

United States

Economy

$

27.87

$

39.26

(29%)

Midscale and Upper Midscale

33.34

54.19

(38)

Extended Stay/Lifestyle

35.51

68.59

(48)

Upscale

45.36

103.93

(56)

Total United States

$

30.99

$

48.52

(36)

International

Greater China

$

8.94

$

18.32

(51)

(51%)

Rest of Asia Pacific

17.87

37.38

(52)

(51)

Europe, the Middle East and Africa

20.43

51.88

(61)

(60)

Canada

25.28

47.86

(47)

(47)

Latin America

12.87

34.08

(62)

(56)

Total International

$

14.69

$

32.39

(55)

(54)

Global

$

24.73

$

42.46

(42%)

(41%)

Average Royalty Rate

United States

4.5%

4.5%

International

2.2%

2.1%

10 bps

Global

4.0%

3.8%

20 bps

(a)

Excludes the impact of currency exchange movements.

Table 6

WYNDHAM HOTELS & RESORTS

HISTORICAL REVPAR AND ROOMS

First Quarter

 Second Quarter

Third Quarter

 Fourth Quarter

Full Year

Hotel Franchising

Global RevPAR

2020

$

25.90

$

17.05

$

28.83

n/a

n/a

2019

$

33.76

$

42.04

$

45.23

$

34.51

$

38.91

2018

$

32.34

$

41.07

$

46.34

$

35.39

$

38.86

U.S. RevPAR

2020

$

31.43

$

23.19

$

36.06

n/a

n/a

2019

$

37.69

$

48.65

$

51.93

$

37.96

$

44.09

2018

$

34.20

$

46.17

$

52.36

$

38.92

$

43.04

International RevPAR

2020

$

17.39

$

7.66

$

17.39

n/a

n/a

2019

$

27.56

$

31.59

$

34.79

$

29.15

$

30.80

2018

$

29.39

$

32.85

$

36.42

$

29.68

$

32.09

Global Rooms (a)

2020

769,000

754,700

748,200

n/a

n/a

2019

745,300

751,300

758,400

770,200

770,200

2018

697,300

725,700

731,200

742,800

742,800

U.S. Rooms (a)

2020

463,900

460,200

459,600

n/a

n/a

2019

454,900

457,600

460,100

464,600

464,600

2018

424,500

450,900

451,100

453,900

453,900

International Rooms (a)

2020

305,100

294,500

288,600

n/a

n/a

2019

290,400

293,700

298,300

305,600

305,600

2018

272,800

274,700

280,100

288,900

288,900

Hotel Management

Global RevPAR

2020

$

50.00

$

20.67

$

34.34

n/a

n/a

2019

$

63.25

$

66.67

$

66.65

$

59.19

$

64.01

2018

$

77.61

$

76.52

$

68.53

$

61.00

$

68.72

U.S. RevPAR

2020

$

54.35

$

23.21

$

39.12

n/a

n/a

2019

$

65.58

$

71.61

$

70.75

$

60.89

$

67.32

2018

$

94.28

$

87.43

$

71.95

$

61.43

$

72.76

International RevPAR

2020

$

38.07

$

13.78

$

23.16

n/a

n/a

2019

$

55.12

$

49.53

$

52.49

$

53.67

$

52.69

2018

$

61.82

$

55.08

$

55.19

$

59.36

$

57.84

Global Rooms (b)

2020

59,300

58,200

55,800

n/a

n/a

2019

66,800

65,200

63,400

60,800

60,800

2018

25,700

66,700

67,000

67,200

67,200

U.S. Rooms (b)

2020

42,900

41,800

38,100

n/a

n/a

2019

51,700

50,700

49,100

45,600

45,600

2018

12,800

53,400

53,300

52,200

52,200

International Rooms

2020

16,400

16,400

17,700

n/a

n/a

2019

15,100

14,500

14,300

15,200

15,200

2018

12,900

13,300

13,700

15,000

15,000

Table 6 (continued)

WYNDHAM HOTELS & RESORTS

HISTORICAL REVPAR AND ROOMS

First Quarter

 Second Quarter

Third Quarter

 Fourth Quarter

Full Year

Total System

Global RevPAR

2020

$

27.68

$

17.31

$

29.23

n/a

n/a

2019

$

36.21

$

44.06

$

46.94

$

36.36

$

40.92

2018

$

33.95

$

42.95

$

48.21

$

37.54

$

40.80

U.S. RevPAR

2020

$

33.45

$

23.19

$

36.31

n/a

n/a

2019

$

40.56

$

50.98

$

53.79

$

40.09

$

46.39

2018

$

35.91

$

48.50

$

54.42

$

41.28

$

45.30

International RevPAR

2020

$

18.45

$

7.96

$

17.72

n/a

n/a

2019

$

28.92

$

32.47

$

35.63

$

30.29

$

31.85

2018

$

30.90

$

33.89

$

37.31

$

31.08

$

33.31

Global Rooms

2020

828,300

812,900

804,000

n/a

n/a

2019

812,100

816,600

821,800

831,000

831,000

2018

723,000

792,300

798,300

809,900

809,900

U.S. Rooms

2020

506,800

502,000

497,700

n/a

n/a

2019

506,600

508,300

509,200

510,200

510,200

2018

437,200

504,300

504,500

506,100

506,100

International Rooms

2020

321,500

310,900

306,300

n/a

n/a

2019

305,500

308,300

312,600

320,800

320,800

2018

285,800

288,000

293,800

303,800

303,800

NOTE: Amounts may not foot due to rounding. Beginning with the second quarter of 2018, results reflect the reclassification of rooms from the Hotel Management segment to the Hotel Franchising segment related to the CorePoint Lodging asset sales.

(a) 

Second quarter 2018 reflects the addition of 48,200 La Quinta rooms (46,300 U.S. and 1,900 international) acquired in May 2018 and the deletion of 21,300 Knights Inn rooms (20,100 U.S. and 1,200 international) divested in May 2018.

(b) 

Second quarter 2018 reflects the addition of 40,400 La Quinta rooms in the U.S. acquired in May 2018.

Table 7

WYNDHAM HOTELS & RESORTS

NON-GAAP RECONCILIATIONS

(In millions)

The tables below reconcile certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the income statement in order to assist investors' understanding of the overall impact of such adjustments. We believe that adjusted EBITDA, adjusted net income and adjusted EPS financial measures provide useful information to investors about us and our financial condition and results of operations because these measures are used by our management team to evaluate our operating performance and make day-to-day operating decisions and adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. These measures also assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance. We also internally use these measures to assess our operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions. These supplemental disclosures are in addition to GAAP reported measures. These non-GAAP reconciliation tables should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

First Quarter

 Second Quarter

Third Quarter

Fourth Quarter

Full Year

2020

Net income/(loss)

$

22

$

(174)

$

27

Provision/(benefit) for income taxes

9

(48)

15

Depreciation and amortization

25

25

24

Interest expense, net

25

28

29

Stock-based compensation expense

4

5

5

Impairments, net (a)

206

Restructuring costs (b)

13

16

Transaction-related expenses, net (c)

8

5

Separation-related expenses (d)

1

Foreign currency impact of highly inflationary countries (e)

1

Adjusted EBITDA

$

107

$

63

$

101

2019

Net income

$

21

$

26

$

45

$

64

$

157

Provision for income taxes

5

10

21

14

50

Depreciation and amortization

29

27

26

28

109

Interest expense, net

24

26

25

25

100

Stock-based compensation expense

3

4

4

4

15

Impairment, net (f)

45

45

Contract termination costs (g)

9

34

(1)

42

Restructuring costs (h)

8

8

Transaction-related expenses, net (c)

7

11

12

10

40

Separation-related expenses (d)

21

1

22

Transaction-related item (i)

20

20

Foreign currency impact of highly inflationary countries (e)

1

3

1

5

Adjusted EBITDA

$

111

$

159

$

190

$

153

$

613

2018

Net income

$

39

$

21

$

58

$

43

$

162

Provision for income taxes

16

8

23

14

61

Depreciation and amortization

19

22

30

29

99

Interest expense, net

1

10

24

25

60

Stock-based compensation expense

3

1

3

2

9

Transaction-related expenses, net (c)

2

28

7

(1)

36

Separation-related expenses (d)

12

35

17

14

77

Foreign currency impact of highly inflationary countries (e)

4

(1)

3

Adjusted EBITDA

$

92

$

125

$

166

$

125

$

507

NOTE: Amounts may not add across due to rounding.

(a) 

Represents a non-cash charge to reduce the carrying values of certain intangible assets to their fair values principally attributable to higher discount rates primarily resulting from increased share price volatility, partially offset by $3 million of cash proceeds from a previously impaired asset.

(b) 

Represents charges associated with restructuring initiatives implemented in response to the effects on travel demand as a result of COVID-19.

(c) 

Primarily relates to integration costs incurred in connection with our acquisition of La Quinta.

(d) 

Represents costs associated with our spin-off from Wyndham Worldwide.

(e) 

Relates to the foreign currency impact from hyper-inflation in Argentina, which is reflected in operating expenses on the income statement.

(f) 

Represents a non-cash charge associated with the termination of certain hotel-management arrangements.

(g) 

Represents costs associated with the termination of certain hotel-management arrangements.

(h) 

Represents a charge focused on enhancing our organizational efficiency and rationalizing our operations.

(i) 

Represents the one-time fee credit related to our agreement with CorePoint Lodging, which is reflected as a reduction to hotel management revenues on the income statement. 

Table 7 (continued)

WYNDHAM HOTELS & RESORTS

NON-GAAP RECONCILIATIONS

(In millions, except per share data)

Reconciliation of Net Income (Loss) and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS:

Three Months Ended September 30,

Nine Months Ended September 30,

2020

2019

2020

2019

Diluted EPS

$

0.29

$

0.47

$

(1.34)

$

0.95

Net income/(loss)

$

27

$

45

$

(125)

$

93

Adjustments:

Impairments, net

206

45

Restructuring costs

29

Transaction-related expenses, net

12

13

30

Separation-related expenses

1

22

Contract termination costs

34

43

Transaction-related item

20

20

Foreign currency impact of highly inflationary countries

1

3

2

4

Acquisition-related amortization expense (a)

9

9

28

28

Total adjustments before tax

10

78

279

192

Income tax provision (b)

3

17

65

46

Total adjustments after tax

7

61

214

146

Adjusted net income

$

34

$

106

$

89

$

239

Adjustments - EPS impact

0.07

0.63

2.30

1.51

Adjusted diluted EPS

$

0.36

$

1.10

$

0.96

$

2.46

Diluted weighted average shares outstanding

93.4

96.3

93.5

97.2

(a) 

Reflected in depreciation and amortization on the income (loss) statement.

(b) 

Reflects the estimated tax effects of the adjustments.

Table 8

WYNDHAM HOTELS & RESORTS

DEFINITIONS

Adjusted Net Income and Adjusted Diluted EPS: Represents net income (loss) and diluted earnings (loss) per share excluding acquisition-related amortization, impairment charges, restructuring and related charges, contract termination costs, transaction-related items (acquisition-, disposition-, or separation-related) and foreign currency impacts of highly inflationary countries. We calculate the income tax effect of the adjustments using an estimated effective tax rate applicable to each adjustment.

Adjusted EBITDA: Represents net income (loss) excluding interest expense, depreciation and amortization, impairment charges, restructuring and related charges, contract termination costs, transaction-related items (acquisition-, disposition-, or separation-related), foreign currency impacts of highly inflationary countries, stock-based compensation expense and income taxes. Adjusted EBITDA is a financial measure that is not recognized under U.S. GAAP and should not be considered as an alternative to net income (loss) or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definition of adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Average Daily Rate (ADR): Represents the average rate charged for renting a lodging room for one day.

Average Occupancy Rate: Represents the percentage of available rooms occupied during the period.

Comparable RevPAR: Represents RevPAR in constant currency and excluding hotels temporarily closed due to COVID-19 for the period closed and the comparable prior-year period. The use of the term "comparable" or "comparable basis" herein in connection with RevPAR refers to the defined term Comparable RevPAR.

Constant Currency: Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods (foreign currency translation) and the impact caused by any foreign exchange related activities (i.e., hedges, balance sheet remeasurements and/or adjustments).

Number of Rooms: Represents the number of rooms at the end of the period which are (i) either under franchise and/or management agreements or Company-owned and (ii) properties under affiliation agreements for which we receive a fee for reservation and/or other services provided.

RevPAR: Represents revenue per available room and is calculated by multiplying average occupancy rate by ADR.

Royalty Rate: Represents the average royalty rate earned on our franchised properties and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues.

SOURCE Wyndham Hotels & Resorts