Wyndham Hotels & Resorts (NYSE: WH) yesterday announced results for the three months ended September 30, 2023.  Highlights include:

  • Global RevPAR grew 3% compared to third quarter 2022 in constant currency.
  • System-wide rooms grew 3% year-over-year.
  • Development pipeline grew 4% sequentially and 12% year-over-year to a record 237,000 rooms.
  • Signed over 230 contracts, an increase of 8% year-over-year, including 60 new construction projects for ECHO Suites Extended Stay by Wyndham.
  • Returned $134 million to shareholders through $105 million of share repurchases and a quarterly cash dividend of $0.35 per share.

"We recently announced our Board of Directors unanimously rejected an unsolicited stock-and-cash proposal by Choice Hotels to acquire our company.  Our Board of Directors, together with our financial and legal advisors, closely reviewed Choice's latest proposal and determined, for multiple reasons, that it is not in the best interest of our shareholders.  They remain confident that our standalone growth prospects offer superior, risk-adjusted returns to Wyndham shareholders," said Geoff Ballotti, president and chief executive officer.  "Supporting that belief are our third quarter results, which were highlighted by continued growth in global RevPAR, ongoing domestic and international organic net room growth and another 8% increase in hotel contracts awarded to franchisees driving our development pipeline to a record 1,930 hotels.  Our economy brands gained market share domestically amidst a backdrop of normalizing U.S. leisure demand, and international occupancy continued to recover.  Adjusted EBITDA grew in line with our expectations, we generated strong free cash flow and we returned significant capital to our shareholders. We remain focused on our growth strategy, which includes continued system expansion through our ECHO Suites by Wyndham brand and further improvements in franchisee retention, as well as the multi-year benefit expected from the U.S. infrastructure bill. We're enthusiastic about our ability to deliver exceptional value to our shareholders, guests, franchisees and team members in the months and years ahead." 

Third Quarter Financial Results

Fee-related and other revenues was $400 million compared to $375 million in third quarter 2022 reflecting global RevPAR and net room growth, higher license and ancillary fees as well as the pass-through revenues associated with the Company's global franchisee conference in September, which was held for the first time since 2019.

The Company generated net income of $103 million, or $1.21 per diluted share, compared to $101 million, or $1.13 per diluted share, in third quarter 2022.  The increase was reflective of higher adjusted EBITDA in the Company's hotel franchising segment and a lower effective tax rate, partially offset by higher interest expense.  Adjusted diluted EPS grew 8% reflecting higher net income and a lower share count due to share repurchase activity.  Adjusted EBITDA increased 5% to $200 million primarily reflecting higher fee-related and other revenues as well as marketing fund variability.  During third quarter 2023, the Company's marketing fund revenues exceeded expenses by $17 million; while in third quarter 2022, the Company's marketing fund revenues exceeded expenses by $12 million. 

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.

System Size

Rooms

September 30,

2023

September 30,

2022

YOY

Change (bps)

United States

495,700

492,900

60

International

362,300

343,100

560

Global

858,000

836,000

260

The Company's global system grew 3%, reflecting 1% growth in the U.S. and 6% growth internationally.  As expected, these increases included strong growth in both the higher RevPAR midscale and above segments in the U.S. and the direct franchising business in China, which grew 4% and 16%, respectively.

RevPAR

Third

Quarter 2023

YOY

Constant

Currency

% Change

United States

$           58.46

(1 %)

International

38.05

16

Global

49.71

3

Third quarter global RevPAR grew by 3% in constant currency compared to 2022 reflecting a 1% decline in the U.S. and growth of 16% internationally.  The Company had achieved record-breaking RevPAR in the U.S. during the preceding year due to COVID-impacted travel patterns.  The Company's U.S. economy brands gained market share of 100 basis points in the third quarter.  Comparing to 2019 to neutralize for COVID-impacted travel patterns, U.S. RevPAR grew 9%, a 30 basis point acceleration from second quarter 2023 growth.  International RevPAR growth was driven by higher occupancy levels and stronger pricing power in connection with COVID recovery, and compared to 2019 grew 45% on a constant-currency basis, a 120 basis point acceleration from second quarter 2023 growth. 

Development

  • On September 30, 2023, the Company's global development pipeline consisted of over 1,930 hotels and approximately 237,000 rooms, representing a 12% year-over-year increase, including 16% growth in the U.S.
  • Approximately 69% of the Company's pipeline is in the midscale and above segments.
  • Approximately 58% of the Company's development pipeline is international.
  • Approximately 80% of the Company's pipeline is new construction, of which approximately 34% has broken ground.
  • During third quarter 2023, the Company awarded 172 new contracts for its legacy brands, an increase of 4% year-over-year. Additionally, the Company awarded 60 additional new contracts for its ECHO Suites Extended Stay by Wyndham brand and, as of September 30, 2023, the total number of contracts awarded for the brand was 265, or nearly 33,000 rooms.

Balance Sheet and Liquidity

As of September 30, 2023, the Company had $2.2 billion of long-term debt outstanding with a weighted average interest rate of 4.9%.  The Company borrowed $110 million on its revolving credit facility during the third quarter and had an available borrowing capacity of $631 million after considering $9 million of outstanding letters of credit as of September 30, 2023.  The Company ended the quarter with a cash balance of $79 million and approximately $710 million in total liquidity.

The Company generated net cash provided by operating activities of $77 million and free cash flow of $67 million in third quarter 2023. 

The Company has pay-fixed/receive-variable interest rate swaps in place to hedge $600 million of the Term Loan B Facility, set to expire in the second quarter of 2024.  During the third quarter of 2023, the Company executed $600 million of new forward starting interest rate swaps on the Term Loan B Facility, which will begin in second quarter 2024 and expire in 2028.  The fixed rate of the new swaps is 3.8%.

Share Repurchases and Dividends

During the third quarter, the Company repurchased approximately 1.4 million shares of its common stock for $105 million.  Year-to-date through September 30, the Company repurchased approximately 3.8 million shares of its common stock for $270 million.

The Company paid common stock dividends of $29 million, or $0.35 per share.

Rejection of Unsolicited Offer

On October 17, 2023, the Company announced that its Board of Directors unanimously rejected a highly conditional, unsolicited stock-and-cash proposal by Choice Hotels International, Inc. ("Choice") to acquire all outstanding shares of Wyndham. Wyndham's Board of Directors, together with its financial and legal advisors, closely reviewed Choice's latest proposal with a nominal value of $90 per share, comprised of 45% in stock and 55% in cash, and determined that it is not in the best interest of Wyndham shareholders to accept the proposal.

Full-Year 2023 Outlook

The Company is updating its outlook as follows to reflect the impact of third quarter share repurchase activity: 

Updated Outlook

Prior Outlook

Year-over-year rooms growth

2 - 4%

2 - 4%

Year-over-year global RevPAR growth (a)(b)

4 - 6%

4 - 6%

Fee-related and other revenues (b)

$1.38 - $1.41 billion

$1.38 - $1.41 billion

Adjusted EBITDA

$654 - $664 million

$654 - $664 million

Adjusted net income

$336 - $348 million

$336 - $348 million

Adjusted diluted EPS

$3.94 - $4.08

$3.92 - $4.06

Free cash flow conversion rate (c)

50 - 55%

50 - 55%

_________________________

(a)     

Outlook represents global RevPAR growth of approximately 6% - 8% compared to 2019.

(b)     

Lower end of the range.

(c)     

Represents the percentage of adjusted EBITDA that is expected to produce free cash flow.

Year-over-year growth rates are not comparable due to the sale of the Company's owned hotels and the exit of its select-service management business, both of which occurred during 2022, as well as the variability in its marketing funds due to the support that the Company provided to its owners during 2020.

The Company's expectations for full-year 2023 marketing funds contribution to adjusted EBITDA is unchanged at $10 million.  The Company expects fund revenues will outpace fund expenses by approximately $11 million during the fourth quarter.

About Wyndham Hotels & Resorts

Wyndham Hotels & Resorts (NYSE: WH) is the world's largest hotel franchising company by the number of properties, with approximately 9,100 hotels across over 95 countries on six continents.  Through its network of approximately 858,000 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 24 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 STATEMENT

(In millions, except per share data)

(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2023

2022

2023

2022

Net revenues

Royalties and franchise fees

$          152

$          152

$          415

$          394

Marketing, reservation and loyalty

179

159

445

416

Management and other fees

3

3

11

54

License and other fees

30

28

83

74

Other

36

33

110

107

Fee-related and other revenues

400

375

1,064

1,045

Cost reimbursements

2

32

12

119

Net revenues

402

407

1,076

1,164

Expenses

Marketing, reservation and loyalty

162

147

446

384

Operating

24

20

65

85

General and administrative

31

29

93

88

Cost reimbursements

2

32

12

119

Depreciation and amortization

19

18

56

58

Transaction-related

1

5

Separation-related

1

Gain on asset sale, net

(35)

Total expenses

239

247

677

699

Operating income

163

160

399

465

Interest expense, net

27

21

73

60

Early extinguishment of debt

3

2

Income before income taxes

136

139

323

403

Provision for income taxes

33

38

83

104

Net income

$          103

$          101

$          240

$          299

Earnings per share

Basic

$        1.22

$        1.13

$        2.81

$        3.28

Diluted

1.21

1.13

2.79

3.26

Weighted average shares outstanding

Basic

84.0

89.5

85.2

91.2

Diluted

84.5

89.9

85.7

91.7

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.  During the first quarter of 2023, we changed the composition of our reportable  segments to reflect the recent changes in our Hotel Management segment, including the sale of our owned assets, the exit of our select-service management business and the exit from substantially all of our U.S. full-service management business.  The remaining hotel management business, which is predominately the full-service international managed business, has been aggregated, on a prospective basis, within our Hotel Franchising segment.  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 this measure 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 (a)

Net revenues

2023

$            313

$            362

$            402

n/a

n/a

2022

272

335

367

$            303

$         1,277

2021

209

283

337

270

1,099

Adjusted EBITDA

2023

$            164

$            175

$            215

n/a

n/a

2022

155

185

201

$            138

$            679

2021

105

166

193

128

592

Hotel Management

Net revenues

2023

n/a

n/a

n/a

n/a

n/a

2022

$              99

$              51

$              40

$              31

$            221

2021

94

123

126

122

466

Adjusted EBITDA

2023

n/a

n/a

n/a

n/a

n/a

2022

$              20

$                6

$                7

$                4

$              37

2021

5

16

16

19

57

Corporate and Other

Net revenues

2023

$               —

$               —

$               —

n/a

n/a

2022

$               —

$               —

2021

Adjusted EBITDA

2023

$            (17)

$            (17)

$            (15)

n/a

n/a

2022

(16)

(16)

(17)

$            (16)

$            (66)

2021

(13)

(14)

(15)

(16)

(59)

Total Company

Net revenues

2023

$            313

$            362

$            402

n/a

n/a

2022

371

386

407

$            334

$         1,498

2021

303

406

463

392

1,565

Net income

2023

$              67

$              70

$            103

n/a

n/a

2022

106

92

101

$              56

$            355

2021

24

68

103

48

244

Adjusted EBITDA

2023

$            147

$            158

$            200

n/a

n/a

2022

159

175

191

$            126

$            650

2021

97

168

194

131

590

_____________________

NOTE:

Amounts include the results of the Company's Wyndham Grand Bonnet Creek Resort and Wyndham Grand Rio Mar Resort, which were sold in March 2022 and May 2022, respectively, and its select-service management business, which was exited in March 2022, through their sale/exit dates.  Amounts may not add across due to rounding. See Table 7 for reconciliations of Total Company non-GAAP measures and Table 9 for definitions.

(a)     

For 2023, the Hotel Franchising segment includes the former Hotel Management segment, which is primarily comprised of the Company's remaining full-service management business.

Table 3

WYNDHAM HOTELS & RESORTS

CONDENSED CASH FLOWS

(In millions)

(Unaudited)

Nine Months Ended

September 30,

2023

2022

Operating activities

Net income

$          240

$          299

Depreciation and amortization

56

58

Gain on asset sale, net

(35)

Trade receivables

(40)

(1)

Accounts payable, accrued expenses and other current liabilities

(15)

4

Deferred revenues

10

20

Payments of development advance notes, net

(47)

(36)

Other, net

49

40

Net cash provided by operating activities

253

349

Investing activities

Property and equipment additions

(28)

(28)

Proceeds from asset sales, net (a)

263

Acquisition of hotel brand

(44)

Loan advances

(22)

Other, net

(1)

Net cash (used in)/provided by investing activities

(50)

190

Financing activities

Proceeds from long-term debt

1,308

400

Payments of long-term debt

(1,217)

(404)

Debt issuance costs

(10)

(4)

Dividends to shareholders

(90)

(88)

Repurchases of common stock

(261)

(313)

Other, net

(13)

(11)

Net cash used in financing activities

(283)

(420)

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

(2)

(4)

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

(82)

115

Cash, cash equivalents and restricted cash, beginning of period

161

171

Cash, cash equivalents and restricted cash, end of period

$            79

$          286

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. Free cash flow 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.

Three Months Ended

September 30,

Nine Months Ended

September 30,

2023

2022

2023

2022

Net cash provided by operating activities (b)

$

77

$

107

$

253

$

349

Less: Property and equipment additions

(10)

(10)

(28)

(28)

Free cash flow

$

67

$

97

$

225

$

321

____________________

(a)     

Includes proceeds of $179 million, net of transaction costs, received from the Company's sales of the Wyndham Grand Bonnet Creek Resort and the Wyndham Grand Rio Mar Resort and $84 million of proceeds from CorePoint Lodging related to the Company's exit of its select-service management business.

(b)     

The year-over-year comparability is impacted by higher interest expense and the timing of working capital.  The year-over-year comparability of the nine months ended September 30th is also impacted by incremental development advances and higher marketing spend, as well as the absence of $13 million due to the exit of the select-service management business and owned hotels.  While the Company has now lapped the sale of its owned hotels and the exit of its select-service management business, the marketing fund variability, higher interest expense and incremental development advances will continue to impact the year-over-year comparisons during the fourth quarter of 2023.

Table 4

WYNDHAM HOTELS & RESORTS

BALANCE SHEET SUMMARY AND DEBT

(In millions)

(Unaudited)

As of

September 30, 2023

As of

December 31, 2022

Assets

Cash and cash equivalents

$                                 79

$                               161

Trade receivables, net

272

234

Property and equipment, net

91

99

Goodwill and intangible assets, net

3,109

3,131

Other current and non-current assets

549

498

Total assets

$                           4,100

$                           4,123

Liabilities and stockholders' equity

Total debt

$                           2,160

$                           2,077

Other current liabilities

397

386

Deferred income tax liabilities

338

345

Other non-current liabilities

349

353

Total liabilities

3,244

3,161

Total stockholders' equity

856

962

Total liabilities and stockholders' equity

$                           4,100

$                           4,123

Our outstanding debt was as follows:

Weighted Average

Interest Rate (a)

As of

September 30, 2023

As of

December 31, 2022

$750 million revolving credit facility (due April 2027)

7.4 %

$                               110

$                                 —

$400 million term loan A (due April 2027)

7.1 %

389

399

$1.6 billion term loan B (due May 2025)

1,139

$1.1 billion term loan B (due May 2030)

4.2 %

1,125

4.375% senior unsecured notes (due August 2028)

4.4 %

495

494

Finance leases

4.5 %

41

45

Total debt

4.9 %

2,160

2,077

Cash and cash equivalents

79

161

Net debt

$                           2,081

$                           1,916

____________________

(a) Represents weighted average interest rates for the third quarter 2023, including the effects from hedging.

Our outstanding debt as of September 30, 2023 matures as follows:

Amount

Within 1 year

$                                   37

Between 1 and 2 years

43

Between 2 and 3 years

48

Between 3 and 4 years

442

Between 4 and 5 years

514

Thereafter

1,076

Total

$                             2,160

Table 5

WYNDHAM HOTELS & RESORTS

REVENUE DRIVERS

Nine Months Ended September 30,

2023

2022

Change

% Change

Beginning Room Count (January 1)

United States

493,800

490,600

3,200

1 %

International

348,700

319,500

29,200

9

Global

842,500

810,100

32,400

4

Additions

United States

18,500

19,600

(1,100)

(6)

International

24,200

32,500

(8,300)

(26)

Global

42,700

52,100

(9,400)

(18)

Deletions

United States

(16,600)

(17,300)

700

4

International

(10,600)

(8,900)

(1,700)

(19)

Global

(27,200)

(26,200)

(1,000)

(4)

Ending Room Count (September 30)

United States

495,700

492,900

2,800

1

International

362,300

343,100

19,200

6

Global

858,000

836,000

22,000

3 %

As of September 30,

FY 2022

Royalty

Distribution

2023

2022

Change

% Change

System Size

United States

Economy

231,100

237,400

(6,300)

(3 %)

Midscale and Upper Midscale

245,800

236,300

9,500

4

Upscale and Above

18,800

19,200

(400)

(2)

Total United States

495,700

492,900

2,800

1 %

85 %

International

Greater China 

167,900

158,500

9,400

6 %

2

Rest of Asia Pacific

34,000

29,500

4,500

15

1

Europe, the Middle East and Africa

81,600

77,900

3,700

5

5

Canada

39,600

39,100

500

1

5

Latin America

39,200

38,100

1,100

3

2

Total International

362,300

343,100

19,200

6 %

15

Global

858,000

836,000

22,000

3 %

100 %

Table 5 (continued)

WYNDHAM HOTELS & RESORTS

REVENUE DRIVERS

Three Months Ended

September 30, 2023

 Constant Currency

% Change (a)

Regional RevPAR Growth

United States

Economy

$                         49.85

(3 %)

Midscale and Upper Midscale

64.34

(1)

Upscale and Above

103.36

2

Total United States

$                         58.46

(1 %)

International

Greater China

$                         18.13

28 %

Rest of Asia Pacific

34.64

4

Europe, the Middle East and Africa

59.71

17

Canada

74.84

6

Latin America

43.26

14

Total International

$                         38.05

16 %

Global

$                         49.71

3 %

Three Months Ended September 30,

2023

2022

% Change

Average Royalty Rate

United States

4.6 %

4.6 %

International

2.5 %

2.1 %

40 bps

Global

3.9 %

3.9 %

Nine Months

Ended

September 30, 2023

Constant Currency

% Change (b)

Regional RevPAR Growth

United States

Economy

$                         43.74

(1 %)

Midscale and Upper Midscale

58.56

1

Upscale and Above

99.58

3

Total United States

$                         52.56

— %

International

Greater China

$                         16.82

29 %

Rest of Asia Pacific

32.33

20

Europe, the Middle East and Africa

51.97

29

Canada

57.61

15

Latin America

44.76

34

Total International

$                         33.59

27 %

Global

$                         44.52

7 %

Nine Months Ended September 30,

2023

2022

% Change

Average Royalty Rate

United States

4.6 %

4.6 %

International

2.4 %

2.1 %

30 bps

Global

3.9 %

4.0 %

(10 bps)

_________________________

(a)     

International and global exclude 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 (a)

Global RevPAR

2023

$         37.20

$         46.47

$         49.71

n/a

n/a

2022

$         33.08

$         43.74

$         48.61

$         39.18

$         41.23

2021

$         24.02

$         35.69

$         44.67

$         34.77

$         34.85

U.S. RevPAR

2023

$         43.84

$         55.26

$         58.46

n/a

n/a

2022

$         41.01

$         54.70

$         58.45

$         45.49

$         50.00

2021

$         29.68

$         46.99

$         56.38

$         42.45

$         43.95

International RevPAR

2023

$         27.99

$         34.44

$         38.05

n/a

n/a

2022

$         21.05

$         26.80

$         33.90

$         30.16

$         28.11

2021

$         15.26

$         18.21

$         26.62

$         23.13

$         20.86

Global Rooms (b)

2023

844,800

851,500

858,000

n/a

n/a

2022

793,200

799,200

816,300

827,100

827,100

2021

748,700

752,500

758,600

769,400

769,400

U.S. Rooms

2023

494,400

495,100

495,700

n/a

n/a

2022

486,600

487,600

488,100

493,500

493,500

2021

452,500

454,200

458,000

465,100

465,100

International Rooms (b)

2023

350,400

356,400

362,300

n/a

n/a

2022

306,600

311,600

328,200

333,600

333,600

2021

296,200

298,300

300,600

304,300

304,300

Hotel Management

Global RevPAR

2023

n/a

n/a

n/a

n/a

n/a

2022

$         56.55

$         65.13

$         71.54

$         68.04

$         64.07

2021

$         38.17

$         56.08

$         64.63

$         57.57

$         53.81

U.S. RevPAR

2023

n/a

n/a

n/a

n/a

n/a

2022

$         69.92

$       135.35

$       126.34

$         98.28

$         92.66

2021

$         42.89

$         67.42

$         78.27

$         66.77

$         63.20

International RevPAR

2023

n/a

n/a

n/a

n/a

n/a

2022

$         40.26

$         40.89

$         53.57

$         59.49

$         48.61

2021

$         27.12

$         31.20

$         37.53

$         40.96

$         34.31

Global Rooms

2023

n/a

n/a

n/a

n/a

n/a

2022

20,100

19,700

19,700

15,400

15,400

2021

48,500

45,500

44,000

40,700

40,700

U.S. Rooms

2023

n/a

n/a

n/a

n/a

n/a

2022

5,300

4,800

4,800

300

300

2021

33,500

30,600

28,800

25,500

25,500

International Rooms

2023

n/a

n/a

n/a

n/a

n/a

2022

14,800

14,900

14,900

15,100

15,100

2021

15,000

14,900

15,200

15,200

15,200

Table 6 (continued)

WYNDHAM HOTELS & RESORTS

HISTORICAL REVPAR AND ROOMS

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Full

Year

Total System

Global RevPAR

2023

$         37.20

$         46.47

$         49.71

n/a

n/a

2022

$         34.06

$         44.28

$         49.17

$         39.86

$         41.88

2021

$         24.90

$         36.92

$         45.80

$         35.99

$         35.95

U.S. RevPAR

2023

$         43.84

$         55.26

$         58.46

n/a

n/a

2022

$         42.11

$         55.57

$         59.15

$         45.96

$         50.72

2021

$         30.62

$         48.37

$         57.73

$         43.84

$         45.19

International RevPAR

2023

$         27.99

$         34.44

$         38.05

n/a

n/a

2022

$         21.95

$         27.46

$         34.79

$         31.44

$         29.05

2021

$         15.83

$         18.84

$         27.15

$         23.99

$         21.52

Global Rooms (b)

2023

844,800

851,500

858,000

n/a

n/a

2022

813,300

818,900

836,000

842,500

842,500

2021

797,200

798,000

802,600

810,100

810,100

U.S. Rooms

2023

494,400

495,100

495,700

n/a

n/a

2022

491,900

492,400

492,900

493,800

493,800

2021

486,000

484,800

486,800

490,600

490,600

International Rooms (b)

2023

350,400

356,400

362,300

n/a

n/a

2022

321,400

326,500

343,100

348,700

348,700

2021

311,200

313,200

315,800

319,500

319,500

____________________

NOTE:

Amounts may not foot due to rounding. Results reflect the reclassification of rooms from the Hotel Management segment to the Hotel Franchising segment related to the CorePoint Lodging asset sales, including approximately 19,000 rooms in first quarter 2022.

(a)     

For 2023, the Hotel Franchising segment includes the former Hotel Management segment, which is primarily comprised of the Company's remaining full-service management business.

(b)     

Includes 6,400 Vienna House rooms acquired in the third quarter of 2022.

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 to Adjusted EBITDA:

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Full

Year

2023

Net income

$             67

$             70

$           103

Provision for income taxes

24

26

33

Depreciation and amortization

19

19

19

Interest expense, net

22

24

27

Early extinguishment of debt (a)

3

Stock-based compensation

9

9

10

Development advance notes amortization

3

4

4

Transaction-related (b)

4

1

Separation-related (c)

2

(2)

Foreign currency impact of highly inflationary countries (d)

1

1

3

Adjusted EBITDA

$           147

$           158

$           200

2022

Net income

$           106

$             92

$           101

$             56

$           355

Provision for income taxes

34

31

38

16

121

Depreciation and amortization

24

17

18

19

77

Interest expense, net

20

20

21

21

80

Early extinguishment of debt (a)

2

2

Stock-based compensation

8

9

8

8

33

Development advance notes amortization

3

3

3

3

12

(Gain)/loss on asset sale, net (e)

(36)

1

(35)

Separation-related (c)

(1)

1

1

1

Foreign currency impact of highly inflationary countries (d)

1

1

2

4

Adjusted EBITDA

$           159

$           175

$           191

$           126

$           650

2021

Net income

$             24

$             68

$           103

$             48

$           244

Provision for income taxes

11

25

36

19

91

Depreciation and amortization

24

24

23

25

95

Interest expense, net

28

22

22

22

93

Early extinguishment of debt (a)

18

18

Stock-based compensation

5

8

7

8

28

Development advance notes amortization

2

2

3

3

11

Impairments, net (f)

6

6

Separation-related (c)

2

1

3

Foreign currency impact of highly inflationary countries (d)

1

1

Adjusted EBITDA

$             97

$           168

$           194

$           131

$           590

____________________

NOTE: Amounts may not add due to rounding.

(a) 

Amount in 2023 relates to non-cash charges associated with the Company's refinancing of its term loan B. Amount in 2022 relates to non-cash charges associated with the Company's extension of its revolving credit facility and the prepayment of $400 million of its term loan B. Amount in 2021 relates to the redemption premium and non-cash expenses associated with the early redemption of the Company's 5.375% senior unsecured notes.

(b) 

Represents costs related to corporate transactions.

(c) 

Represents costs associated with the Company's spin-off from Wyndham Worldwide.

(d) 

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

(e) 

Represents (gain)/loss on sales of the Company's owned hotels, the Wyndham Grand Bonnet Creek Resort and Wyndham Grand Rio Mar.

(f) 

Represents a non-cash charge to reduce the carrying values of the Company's owned hotels long-lived assets to their fair value in connection with the Company's Board approval of a plan to sell these assets in 2022.

Table 7 (continued)

WYNDHAM HOTELS & RESORTS

NON-GAAP RECONCILIATIONS

(In millions, except per share data)

Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2023

2022

2023

2022

Diluted EPS

$       1.21

$       1.13

$       2.79

$       3.26

Net income

$         103

$         101

$         240

$         299

Adjustments:

Acquisition-related amortization expense (a)

7

7

20

25

Transaction-related

1

5

Early extinguishment of debt

3

2

Foreign currency impact of highly inflationary countries

3

1

6

2

Separation-related

1

Gain on asset sale, net

(35)

Total adjustments before tax

11

9

34

(6)

Income tax provision/(benefit) (b)

3

2

8

(3)

Total adjustments after tax

8

7

26

(3)

Adjusted net income

$         111

$         108

$         266

$         296

Adjustments - EPS impact

0.10

0.08

0.31

(0.04)

Adjusted diluted EPS

$       1.31

$       1.21

$       3.10

$       3.22

Diluted weighted average shares outstanding

84.5

89.9

85.7

91.7

___________________________

(a)     

Reflected in depreciation and amortization on the income statement.

(b)     

Reflects the estimated tax effects of the adjustments.

Table 8

WYNDHAM HOTELS & RESORTS

2023 OUTLOOK

As of October 25, 2023

(In millions, except per share data)

2023 Outlook

Fee-related and other revenues (a)

$

1,379 - 1,409

Adjusted EBITDA (b)

654 - 664

Depreciation and amortization expense (c)

48 - 50

Development advance notes amortization expense

13 - 15

Stock-based compensation expense

37 - 39

Interest expense, net

100 - 102

Adjusted income before income taxes

449 - 463

Income tax expense (d)

113 - 115

Adjusted net income

$

336 - 348

Adjusted diluted EPS

$

3.94 - 4.08

Diluted shares (e)

85.2

Marketing, reservation and loyalty funds (f)

Approx. $10

Capital expenditures

Approx. $35

Development advance notes

Approx. $60

Free cash flow conversion rate (g)

50% - 55%

Year-over-Year Growth

Global RevPAR (a)(h)

4% - 6%

Number of rooms

2% - 4%

___________________

(a) 

Lower end of range.

(b)

Year-over-year growth rates are not comparable due to the sale of the Company's owned hotels and the exit of its select-service management business during 2022, as well as the variability in its marketing funds due to the recovery of the COVID support that the Company provided to its owners during 2020. 

(c)

Excludes amortization of acquisition-related intangible assets of approximately $27 million.

(d)  

Outlook assumes an effective tax rate of approximately 25%.

(e)  

Excludes the impact of any share repurchases after September 30, 2023.

(f)   

Represents the recovery of $49 million COVID support that the Company provided to its owners during 2020. The Company recovered $38 million of the $49 million support during 2021 and 2022 combined.  

(g) 

Represents the percentage of adjusted EBITDA that is expected to produce free cash flow. Free cash flow plus capital expenditures equals net cash from operating activities.

(h) 

Outlook represents global RevPAR growth of approximately 6% - 8% compared to 2019.

In determining adjusted EBITDA, interest expense, net, adjusted income before income taxes, adjusted net income, adjusted diluted EPS and free cash flow conversion rate, we exclude certain items which are otherwise included in determining the comparable GAAP financial measures. We are providing these measures on a non-GAAP basis only because, without unreasonable efforts, we are unable to predict with reasonable certainty the occurrence or amount of all the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results.

Table 9

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, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales and foreign currency impacts of highly inflationary countries. The Company calculates the income tax effect of the adjustments using an estimated effective tax rate applicable to each adjustment.

Adjusted EBITDA: Represents net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment charges, restructuring and related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. 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, the Company's 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 Basis: Represents a comparison eliminating the contribution from the Company's owned hotels and select-service management business - both of which were exited in the first half of 2022, as well as the variability in its marketing funds due to the recovery of the COVID support that the Company provided to its owners during 2020.

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).

Free Cash Flow: See Table 3 for definition.

Net Debt Leverage Ratio: Calculated by dividing total debt less cash and cash equivalents by trailing twelve months adjusted EBITDA.

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