WYNDHAM HOTELS & RESORTS, INC. - FORM 8-K - EX-99.1 - EXHIBIT 99.1

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8-K - FORM 8-K - WYNDHAM HOTELS & RESORTS, INC.	wh-2020630x8k.htm

Exhibit 99.1

WYNDHAM HOTELS & RESORTS REPORTS SECOND QUARTER 2020 RESULTS

PARSIPPANY, N.J., July 28, 2020 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended June 30, 2020. Highlights include:


•	Diluted loss per share was $1.86, and adjusted diluted earnings per share was $0.10.


•	Net loss was $174 million for the second quarter and adjusted net income was $9 million.


•	Adjusted EBITDA was $63 million.


•	System-wide rooms remained flat year-over-year.


•	Global comparable RevPAR declined 54% year-over-year.


•	Paid quarterly cash dividend of $0.08 per share.

“We generated positive adjusted EBITDA in the second quarter, driven by our drive-to and leisure-oriented franchise business model, along with our immediate and concerted cost savings initiatives," said Geoffrey A. Ballotti, president and chief executive officer. “We were pleased to see a steady improvement in Average Daily Rate, Occupancy and RevPAR over the past three months. Our select-service, small business owners are uniquely positioned to both remain open and capture emerging travel demand, whatever the shape of the recovery may be. Approximately 85% of our hotels have remained open globally throughout the pandemic, and over 99% of our domestic hotels are open today. Importantly, our economy and midscale brands continue to outperform versus their local markets. We remain committed to supporting our owners during this difficult period, while showing our guests and team members that they can "Count on Us" to put their safety first.”

Revenues declined to $258 million in the second quarter of 2020, compared with $533 million in the second quarter of 2019. The decline includes lower pass-through cost-reimbursement revenues of $94 million, which have no impact on adjusted EBITDA, in the Company's hotel management business. Excluding cost-reimbursement revenues, revenues declined $181 million reflecting a 54% decline in comparable RevPAR and the impact from hotels temporarily closed due to COVID-19.

The Company generated a net loss of $174 million, or $1.86 per diluted share, in the second quarter of 2020, reflecting $1.71 per diluted share in non-cash impairment charges related to certain intangible assets and $0.18 per diluted share in restructuring and transaction-related costs. Net income in the second quarter of 2019 was $26 million, or $0.27 per diluted share, which included a non-cash impairment charge of $0.34 per diluted share and $0.16 per diluted share in transaction-related, separation-related and contract termination expenses. The decline in net income of $200 million, or $2.13 per diluted share, was primarily due to the impact of the non-cash impairment charges and the revenue declines, which were partially offset by lower volume-related expenses as well as cost containment initiatives, including restructuring actions. 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 second quarter operating results focuses on revenue and adjusted EBITDA for each of the Company’s segments.

Hotel Franchising



	2020		2019		% Change
System size	754,700		751,300		—
Global RevPAR	$	17.05	$	42.04	(59	)

Revenue (millions)	$	182	$	331	(45	)
Adjusted EBITDA (millions)	83		162		(49	)

The Company's franchised system, which included 7,500 rooms transferred from the hotel management segment related to the CorePoint Lodging asset sales, remained flat globally. Excluding the transfer, franchised net rooms declined 50 basis points globally, reflecting the Company's removal of approximately 9,000 non-compliant master franchise rooms in China.

RevPAR declined 59% globally, or 53% on a comparable basis, due to the impact of COVID-19 on travel demand. In the U.S., RevPAR declined 52%, or 49% on a comparable basis, and internationally RevPAR declined 76%, or 66% on a comparable basis.

Revenues decreased $149 million compared to second quarter 2019 reflecting the impact of COVID-19 on travel demand globally, while a decline in adjusted EBITDA of $79 million was partially mitigated by lower volume-related expenses as well as cost containment initiatives.

Hotel Management



	2020			2019		% Change
System size	58,200			65,200		(11	)
Global RevPAR	$	20.67		$	66.67	(69	)

Revenue (millions)	$	76		$	201	(62	)
Adjusted EBITDA (millions)	(4		)	16		N/A

The Company's managed system decreased 11% globally primarily reflecting the transfer of 7,500 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 grew 1%, reflecting 13% growth internationally, partially offset by a 3% decline in the U.S. primarily due to the loss of rooms that were previously covered by unprofitable hotel management guarantees.

RevPAR declined 69% globally, or 63% on a comparable basis, primarily reflecting a 68% decline in the U.S., or 63% on a comparable basis, and a 72% decline internationally, or 60% on a comparable basis.

Revenues decreased $125 million compared to the prior-year period primarily due to $94 million of lower cost-reimbursement revenues, which have no impact on adjusted EBITDA. Absent cost-reimbursements, revenues declined $31 million due to the unfavorable impact of COVID-19 on travel demand globally, while adjusted

EBITDA declined $20 million as the RevPAR impacts were partially mitigated by lower volume-related expenses as well as cost containment initiatives.

Development

As of June 30, 2020, the Company’s hotel system of over 9,000 properties and 813,000 rooms remained flat year-over-year. During the second quarter of 2020, the Company opened 62 new hotels totaling 5,700 rooms, a year-over-year decline of 65% as new construction openings were delayed and conversion volumes were lower.

As expected, the Company's global retention rate over the last twelve months declined to 93.7% compared to 95.2% during the same period last year due to the Company's removal of approximately 9,000 non-compliant master franchise rooms in China, as previously disclosed.

The Company’s development pipeline consisted of over 1,300 hotels and approximately 180,000 rooms, a 4% year-over-year room decline, or a 5% decline sequentially, as a result of softer sales activity in the second quarter due to travel restrictions, increased hurdle rates and a more conservative probability factor applied to projects in the pipeline which have not yet secured financing. Approximately 64% of the Company’s development pipeline is international and 76% is new construction, of which 34% have broken ground.

Impairment Charge

The continued disruption to the travel industry resulting from COVID-19 prompted the Company to perform an evaluation and comparison of the carrying value of its assets to their fair value. As a result of this evaluation, the Company recorded a net impairment charge of $206 million ($159 million, net of tax) during the second quarter of 2020 primarily related to the La Quinta tradename. The future cash flows expected to be generated from the La Quinta tradename have not changed materially; rather, the impairment charge was principally attributable to a higher discount rate primarily resulting from increased share price volatility, consistent with the lodging sector and broader equity markets.

Restructuring Charge

In an effort to mitigate the revenue declines resulting from COVID-19 and to further position itself for growth during the recovery period, the Company undertook various restructuring actions that resulted in a charge of $16 million ($13 million, net of tax) during the second quarter. This charge is comprised of $11 million for severance and related benefit costs resulting from the elimination of approximately 180 positions and $5 million of lease-related costs. In combination with the Company’s first quarter COVID-19 related restructuring charge, the Company has now reduced approximately 440 positions and expects to realize $50 million to $55 million of annual savings as a result of these actions.

Cash

During the second quarter of 2020, the Company's cash balance decreased $85 million to $664 million. The impact of the Company's franchisee fee deferral program was approximately $67 million during the second quarter. In addition, the Company made $28 million of special-item cash outlays, including restructuring payments, during the second quarter.

Dividends

The Company paid common stock dividends of $8 million, or $0.08 per share, in the second quarter of 2020.

Outlook

The Company's ability to assess the impact of COVID-19 on its full-year financial results continues to be limited due to the uncertainty in travel demand during the remainder of 2020.

Conference Call Information

Wyndham Hotels will hold a conference call with investors to discuss the Company’s results and outlook on Wednesday, July 29, 2020 at 8:30 a.m. ET. Listeners can access the webcast live through the Company’s website at www.investor.wyndhamhotels.com. The conference call may also be accessed by dialing 866 342-8591 and providing the passcode “Wyndham”. Listeners are urged to call at least five minutes prior to the scheduled start time. An archive of this webcast will be available on the website for approximately 90 days beginning at noon ET on July 29, 2020. A telephone replay will be available for approximately ten days beginning at noon ET on July 29, 2020 at 800 839-5484.

Presentation of Financial Information

Financial information discussed in this press release includes non-GAAP measures, which include or exclude certain items. These non-GAAP measures differ from reported GAAP results and are intended to illustrate what management believes are relevant period-over-period comparisons and are helpful to investors as an additional tool for further understanding and assessing the Company’s ongoing operating performance. The Company uses these measures internally to assess its 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. Exclusion of items in the Company’s non-GAAP presentation should not be considered an inference that these items are unusual, infrequent or non-recurring. Full reconciliations of GAAP results to the comparable non-GAAP measures for the reported periods appear in the financial tables section of this press release.

About Wyndham Hotels & Resorts

Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of properties, with over 9,000 hotels across approximately 90 countries on six continents. Through its network of 813,000 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®. Wyndham Hotels & Resorts is also a leading provider of hotel management services. The Company’s award-winning Wyndham Rewards loyalty program offers 84 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit www.wyndhamhotels.com. The Company may use its website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Disclosures of this nature will be included on the Company’s website in the Investors section, which can currently be accessed at www.investor.wyndhamhotels.com. Accordingly, investors should monitor this section of the Company’s website in addition to following the Company’s press

releases, filings submitted with the Securities and Exchange Commission and any public conference calls or webcasts.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of federal securities laws, including statements related to Wyndham Hotels’ current views and expectations with respect to its future performance and operations, including revenues, earnings, cash flow and other financial and operating measures and dividends, restructuring charges and statements related to the COVID-19 pandemic. Forward-looking statements include those that convey management’s expectations as to the future based on plans, estimates and projections at the time Wyndham Hotels makes the statements and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” “guidance,” “target,” “estimate,” “projection” and similar words or expressions, including the negative version of such words and expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Wyndham Hotels to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, general economic conditions; the continuation or worsening of the effects from the COVID-19 pandemic, its scope, duration and impact on the Company’s business operations, financial results, cash flows and liquidity, as well as the impact on the Company’s franchisees and property owners, guests and team members, the hospitality industry and overall demand for travel; the success of the Company’s mitigation efforts in response to the COVID-19 pandemic; the Company’s performance in any recovery from the COVID-19 pandemic; the performance of financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising and management businesses; the Company’s relationships with franchisees and property owners; the impact of war, terrorist activity or political strife; concerns with or threats of pandemics, contagious diseases or health epidemics, including the effects of the COVID-19 pandemic and any resurgence of the virus and actions governments, businesses and individuals take in response to the pandemic, including stay-in-place directives and other travel restrictions; risks related to the acquisition of La Quinta and the Company’s relationship with CorePoint Lodging; the Company’s ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with covenants thereunder; risks related to the Company’s ability to obtain financing and the terms of such financing, including access to liquidity and capital as a result of COVID-19; and the restrictions on share repurchases or the Company’s ability and plans to pay dividends including the timing and amount of any future dividends, as well as the risks described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise.

# # #



Contacts Investors: Matt Capuzzi Senior Vice President, Investor Relations 973 753-6453 ir@wyndham.com	Media: Dave DeCecco Group Vice President, Global Communications 973 753-7474 WyndhamHotelsNews@wyndham.com



Table 1
WYNDHAM HOTELS & RESORTS
INCOME (LOSS) STATEMENT
(In millions, except per share data)
(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2020			2019		2020			2019
Net revenues
Royalties and franchise fees	$	61		$	126	$	154		$	228
Marketing, reservation and loyalty	82			140		188			254
Management and other fees	6			36		38			75
License and other fees	21			33		42			61
Cost reimbursements	66			160		192			315
Other	22			38		53			68
Net revenues	258			533		667			1,001

Expenses
Marketing, reservation and loyalty	85			149		204			278
Operating	23			38		57			81
General and administrative	26			31		54			65
Cost reimbursements	66			160		192			315
Depreciation and amortization	25			27		49			56
Impairments, net	206			45		206			45
Restructuring	16			—		29			—
Transaction-related, net	5			11		13			18
Separation-related	—			1		1			22
Contract termination	—			9		—			9
Total expenses	452			471		805			889

Operating (loss)/income	(194		)	62		(138		)	112
Interest expense, net	28			26		54			50

(Loss)/income before income taxes	(222		)	36		(192		)	62
(Benefit)/provision for income taxes	(48		)	10		(40		)	15
Net (loss)/income	$	(174	)	$	26	$	(152	)	$	47

(Loss)/earnings per share
Basic	$	(1.86	)	$	0.27	$	(1.63	)	$	0.49
Diluted	(1.86		)	0.27		(1.63		)	0.49

Weighted average shares outstanding
Basic	93.3			97.1		93.5			97.5
Diluted	93.3			97.4		93.5			97.8



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		n/a		n/a		n/a
	2019	269			331			379		300		1,279
	2018	203			289			348		295		1,135
	Adjusted EBITDA
	2020	$	108		$	83		n/a		n/a		n/a
	2019	113			162			195		151		622
	2018	86			129			178		122		515

Hotel Management
	Net revenues
	2020	$	167		$	76		n/a		n/a		n/a
	2019	197			201			180		190		768
	2018	99			146			252		229		726
	Adjusted EBITDA
	2020	$	17		$	(4	)	n/a		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		n/a
	2019	2			1			1		2		6
	2018	—			—			4		3		7
	Adjusted EBITDA
	2020	$	(18	)	$	(16	)	n/a		n/a		n/a
	2019	(18		)	(19		)	(18	)	(19	)	(75	)
	2018	(10		)	(12		)	(17	)	(15	)	(55	)

Total Company
	Net revenues
	2020	$	410		$	258		n/a		n/a		n/a
	2019	468			533			560		492		2,053
	2018	302			435			604		527		1,868
	Net income/(loss)
	2020	$	22		$	(174	)	n/a		n/a		n/a
	2019	21			26			45		64		157
	2018	39			21			58		43		162
	Adjusted EBITDA
	2020	$	107		$	63		n/a		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 definitions and Table 8 for reconciliations of Total Company non-GAAP measures.



Table 3
WYNDHAM HOTELS & RESORTS
CASH FLOWS
(In millions)
(Unaudited)

	Six Months Ended June 30,
	2020			2019
Operating activities
Net (loss)/income	$	(152	)	$	47
Depreciation and amortization	49			56
Impairment ^(a)	209			45
Payment of tax liability assumed in La Quinta acquisition	—			(188		)
Other, net	(146		)	(97		)
Net cash used in operating activities	(40		)	(137		)
Investing activities
Property and equipment additions	(18		)	(25		)
Issuance of loans, net	(1		)	(2		)
Net cash used in investing activities	(19		)	(27		)
Financing activities
Proceeds from borrowings	744			—
Principal payments on long-term debt	(18		)	(8		)
Capital contribution from former Parent	—			68
Dividends to shareholders	(38		)	(56		)
Repurchases of common stock	(50		)	(95		)
Other, net	(8		)	(5		)
Net cash provided by/(used in) financing activities	630			(96		)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	(1		)	1
Net increase/(decrease) in cash, cash equivalents and restricted cash	570			(259		)
Cash, cash equivalents and restricted cash, beginning of period	94			366
Cash, cash equivalents and restricted cash, end of period	$	664		$	107

Free Cash Flow:
We define free cash flow to be net cash provided by/(used in) 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/(used in) 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.

	Six Months Ended June 30,
	2020			2019
Net cash used in operating activities ^(b)	$	(40	)	$	(137	)
Less: Property and equipment additions	(18		)	(25		)
Free cash flow	$	(58	)	$	(162	)


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

^(b)

Includes special-item cash outlays of $48 million and $45 million in 2020 and 2019, respectively, primarily relating to transaction-related and separation-related cash payments, as well as our restructuring initiatives. Additionally, 2020 includes an estimated impact of $67 million from the Company's franchisee fee deferral program and 2019 includes $188 million of payments to tax authorities related to the La Quinta acquisition.



Table 4
WYNDHAM HOTELS & RESORTS
DEBT
(In millions)
(Unaudited)

	As of June 30, 2020		As of December 31, 2019

$750 million revolving credit facility (due May 2023)	$	734	$	—
Term loan (due May 2025)	1,561		1,568
5.375% senior unsecured notes (due April 2026)	495		494
Finance leases	57		60
Total debt	2,847		2,122
Cash and cash equivalents	664		94
Net debt	$	2,183	$	2,028

Our outstanding debt as of June 30, 2020 matures as follows:
			Amount
Within 1 year			$	21
Between 1 and 2 years			21
Between 2 and 3 years			755
Between 3 and 4 years			22
Between 4 and 5 years			1,503
Thereafter			525
Total			$	2,847



Table 5
WYNDHAM HOTELS & RESORTS
REVENUE DRIVERS

	Six Months Ended June 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	5,400		13,400		(8,000	)	(60)
International	6,500		14,400		(7,900	)	(55)
Total	11,900		27,800		(15,900	)	(57)

Deletions
United States	(13,600	)	(11,200	)	(2,400	)	(21)
International	(16,400	)	(9,900	)	(6,500	)	(66)
Total	(30,000	)	(21,100	)	(8,900	)	(42)

Ending Room Count (June 30)
United States	502,000		508,300		(6,300	)	(1)
International	310,900		308,300		2,600		1
Total	812,900		816,600		(3,700	)	—%

	As of June 30,							FY 2019 Royalty Contribution
	2020		2019		Change		% Change	FY 2019 Royalty Contribution
System Size
United States
Economy	254,300		263,300		(9,000	)	(3%)
Midscale and Upper Midscale	206,800		205,800		1,000		—
Extended Stay/Lifestyle	24,200		20,800		3,400		16
Upscale	16,700		18,400		(1,700	)	(9)
Total United States	502,000		508,300		(6,300	)	(1)	86%

International
Greater China	144,300		149,300		(5,000	)	(3)	3
Rest of Asia Pacific	27,800		24,500		3,300		13	1
Europe, the Middle East and Africa	69,000		66,500		2,500		4	4
Canada	40,600		39,900		700		2	5
Latin America	29,200		28,100		1,100		4	1
Total International	310,900		308,300		2,600		1	14

Global	812,900		816,600		(3,700	)	—%	100%



Table 5 (continued)
WYNDHAM HOTELS & RESORTS
REVENUE DRIVERS

	Three Months Ended June 30,
	2020			2019			% Change	Constant Currency % Change ^(a)
Regional RevPAR Growth
United States
Economy	$	23.00		$	41.16		(44%)
Midscale and Upper Midscale	23.85			56.62			(58)
Extended Stay/Lifestyle	21.46			73.90			(71)
Upscale	19.75			111.45			(82)
Total United States	$	23.19		$	50.98		(55)

International
Greater China	$	8.42		$	18.74		(55)	(53%)
Rest of Asia Pacific	8.43			34.13			(75)	(74)
Europe, the Middle East and Africa	5.37			53.21			(90)	(90)
Canada	13.71			46.51			(71)	(70)
Latin America	2.71			34.07			(92)	(90)
Total International	$	7.96		$	32.47		(75)	(75)

Global	$	17.31		$	44.06		(61%)	(60%)

Average Royalty Rate
United States	4.6		%	4.5		%	10 bps
International	2.4		%	2.0		%	40 bps
Global	4.2		%	3.8		%	40 bps

	Six Months Ended June 30,
	2020			2019			% Change	Constant Currency % Change ^(a)
Regional RevPAR Growth
United States
Economy	$	24.88		$	36.36		(32%)
Midscale and Upper Midscale	30.65			51.77			(41)
Extended Stay/Lifestyle	33.99			66.22			(49)
Upscale	47.49			101.72			(53)
Total United States	$	28.33		$	45.83		(38)

International
Greater China	$	6.88		$	18.17		(62)	(61%)
Rest of Asia Pacific	17.50			35.71			(51)	(49)
Europe, the Middle East and Africa	19.69			49.50			(60)	(59)
Canada	21.39			40.41			(47)	(46)
Latin America	15.89			34.33			(54)	(46)
Total International	$	13.20		$	30.71		(57)	(55)

Global	$	22.50		$	40.17		(44%)	(43%)

Average Royalty Rate
United States	4.6		%	4.5		%	10 bps
International	2.3		%	2.0		%	30 bps
Global	4.1		%	3.8		%	30 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	n/a		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	n/a		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	n/a		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		n/a		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		n/a		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		n/a		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	n/a		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	n/a		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	n/a		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		n/a		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		n/a		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		n/a		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	n/a		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	n/a		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	n/a		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		n/a		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		n/a		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		n/a		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
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" 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.



Table 8
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	)
Provision/(benefit) for income taxes	9		(48		)
Depreciation and amortization	25		25
Interest expense, net	25		28
Stock-based compensation expense	4		5
Impairments, net ^(a)	—		206
Restructuring costs ^(b)	13		16
Transaction-related expenses, net ^(c)	8		5
Separation-related expenses ^(d)	1		—
Adjusted EBITDA	$	107	$	63

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 ^(e)	—		45			—		—			45
Contract termination costs^(f)	—		9			34		(1		)	42
Restructuring costs^(g)	—		—			—		8			8
Transaction-related expenses, net^(c)	7		11			12		10			40
Separation-related expenses ^(d)	21		1			—		—			22
Transaction-related item^(h)	—		—			20		—			20
Foreign currency impact of highly inflationary countries⁽ⁱ⁾	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⁽ⁱ⁾	—		—			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)	Represents a non-cash charge associated with the termination of certain hotel-management arrangements.


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


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

(h) 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.


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



Table 8 (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 June 30,					Six Months Ended June 30,
	2020			2019		2020			2019
Diluted EPS	$	(1.86	)	$	0.27	$	(1.63	)	$	0.49

Net (loss)/income	$	(174	)	$	26	$	(152	)	$	47

Adjustments:
Impairments, net	206			45		206			45
Restructuring costs	16			—		29			—
Transaction-related expenses, net	5			11		13			18
Separation-related expenses	—			1		1			22
Contract termination costs	—			9		—			9
Foreign currency impact of highly inflationary countries	—			—		1			1
Acquisition-related amortization expense ^(a)	9			10		19			19
Total adjustments before tax	236			76		269			114
Income tax provision ^(b)	53			20		61			28
Total adjustments after tax	183			56		208			86
Adjusted net income	$	9		$	82	$	56		$	133
Adjustments - EPS impact	1.96			0.57		2.22			0.87
Adjusted diluted EPS	$	0.10		$	0.84	$	0.59		$	1.36

Diluted weighted average shares outstanding	93.3			97.4		93.6			97.8


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


(b)	Reflects the estimated tax effects of the adjustments.

WYNDHAM HOTELS & RESORTS, INC. - FORM 8-K - EX-99.1 - EXHIBIT 99.1 - July 28, 2020

Attached files

WYNDHAM HOTELS & RESORTS, INC. Reports