HMIN Homeinns Hotel Grp. ADS, Each Representing Two Ordinary Shares (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2015

 

 

Commission File Number: 001-33082

 

 

HOMEINNS HOTEL GROUP

 

 

No. 124 Caobao Road

Xuhui District, Shanghai 200235

People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x          Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

  

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	HOMEINNS HOTEL GROUP
	By:		/s/ Cathy Xiangrong Li
	Name:		Cathy Xiangrong Li
	Title:		Chief Financial Officer

Date: November 10, 2015

 

 

Exhibit Index

 

Exhibit 99.1 – Press Release

 

 

Exhibit 99.1

 

Homeinns Hotel Group Reports Third Quarter 2015 Financial Results

2,787 Hotels in Operation in 346 Cities across China

 

Shanghai, November 9, 2015 – Homeinns Hotel Group (NASDAQ: HMIN) (“Homeinns” or “the Company”), a leading economy hotel chain in China, today announced its unaudited financial results for the third quarter ended September 30, 2015.

 

Third Quarter 2015 Highlights

 

·

Total revenues decreased 1.1% year over year to RMB 1,855.9 million (US$292.0 million) for the third quarter of 2015, within the previously provided guidance range of RMB 1,830 million to RMB 1,860 million.

·

Net income attributable to ordinary shareholders was RMB 145.6 million (US$22.9 million) for the third quarter of 2015, compared with RMB 245.5 million for the third quarter of 2014. Adjusted net income attributable to ordinary shareholders (non-GAAP) decreased 8.4% year over year to RMB 205.5 million (US$32.3 million) for the third quarter of 2015.

·

EBITDA (non-GAAP) decreased 20.4% year over year to RMB 429.0 million (US$67.5 million) for the third quarter of 2015. Adjusted EBITDA (non-GAAP) decreased 5.5% year over year to RMB 488.9 million (US$76.9 million) for the third quarter of 2015.

·

Net operating cash inflow increased 15.4% year over year to RMB 549.7 million (US$86.5 million) for the third quarter of 2015.

·

As of September 30, 2015, Homeinns operated 2,787 hotels across 346 cities in China, with a net addition of 37 hotels during the third quarter of 2015.

 

Mr. David Sun, the Company’s chief executive officer, stated, “During the third quarter we experienced an encouraging continued sequential improvement in our business performance with a narrowed like-for-like RevPAR decline, despite sustained macroeconomic challenges. Our revenue growth and RevPAR remained under pressure given the generally soft external conditions. However, we are not seeing any signs of worsening in the domestic travel industry and expect the situation to remain stable for the rest of the year. It is important to note that our focus on developing mid-scale offerings is bearing fruit as Homeinn Plus and Yitel continue to receive very positive market feedback and both are delivering strong results. Further, we are making solid progress with membership expansion and enhancement of our digital capabilities, with both our member count and mobile user levels reaching record highs.”

 

Mr. Sun continued, “Looking to the balance of the year, while we do expect the external market conditions to stay difficult, we remain a strong believer in China’s travel industry and leisure market, which have demonstrated great resilience despite the economic slowdown in China. With accelerated development of our mid-scale hotels and stringent cost control, we are confident that we will be able to continue weathering a choppy economic environment, further solidifying our leading position in the market, seizing new growth opportunities, and creating value for our shareholders.”

 

Hotel Development

		Hotels in Operations and Pipeline																								Openings				Closures*
		Group				Homeinn				Motel				Fairyland				Yitel				Homeinn Plus				3Q15				3Q15
Total Number of Hotels			2,787				2,273				409				30				56				19				65				28
Leased-and-Operated			917				693				161				22				26				15				12				10
Franchised-and-Managed			1,870				1,580				248				8				30				4				53				18
Contracted or under Construction			235				141				35				2				22				35
Leased-and-Operated			36				6				6				0				7				17
Franchised-and-Managed			199				135				29				2				15				18
Under Due Diligence			134				116				12				0				3				3

* In the third quarter of 2015, seven hotels were closed to convert to our other brands.

 

 

Operating Metrics

		Total Hotels												Hotels Opened for at least 18 Months
		3Q2015				2Q2015				3Q2014				3Q2015				3Q2014
Occupancy Rate			86.6	%			83.3	%			86.7	%			87.5	%			88.2	%
Average Daily Rate (ADR, RMB)			171				163				174				170				174
Revenue per Available Room (RevPAR, RMB)			148				136				151				149				154

 

 

For the third quarter of 2015, occupancy rate decreased by 0.1 percentage points while ADR decreased by 1.7%, resulting in a year-over-year decrease of 1.9% in RevPAR. The decrease in RevPAR was mainly due to continued difficult market conditions in the third quarter. Sequentially, RevPAR increased by 9.1% mainly due to seasonality.

 

As of September 30, 2015, a total of 2,131 hotels had been in operation for at least 18 months. The occupancy rate of these hotels declined year over year from 88.2% to 87.5%, and ADR decreased year over year from RMB 174 to RMB 170, resulting in a decrease in RevPAR by 3.2% from RMB 154 to RMB 149 during the third quarter of 2015.

 

Homeinns Hotel Group had a total of 47.0 million unique non-corporate members under its frequent guests program as of September 30, 2015.

 

Financial Results for Third Quarter 2015

 

Revenues
(RMB/USD in Millions)						Third Quarter 2015								Third Quarter 2014
		RMB				USD				RMB				V%
Leased-and-Operated Hotels			1,573.7				247.6				1,612.0				-2.4	%
Franchised-and-Managed Hotels			282.3				44.4				264.4				6.8	%
Total Revenues			1,855.9				292.0				1,876.4				-1.1	%
Less: Business Taxes			-108.9				-17.1				-111.9				-2.7	%
Net Revenues			1,747.0				274.9				1,764.4				-1.0	%

 

Note: “V%” represents year-over-year percentage change in amounts

Revenues from leased-and-operated hotels decreased 2.4% year over year to RMB 1.57 billion (US$247.6 million) for the third quarter of 2015. The year-over-year decrease in revenues from leased-and-operated hotels was mainly due to a decrease in RevPAR.

 

Revenues from franchised-and-managed hotels increased 6.8% year over year to RMB 282.3 million (US$44.4 million) for the third quarter of 2015. The year-over-year increase in revenues from franchised-and-managed hotels was mainly driven by an increase in the number of hotels and hotel rooms in operation, although partially offset by a decrease in RevPAR.

 

Total Operating Costs and Expenses / Income from Operations
(RMB/USD in Millions)		Third Quarter 2015
														Adjusted
		GAAP Results												Non-GAAP Results*
		RMB				USD				Vpts				RMB				USD				Vpts
Leased-and-Operated Hotel Costs			1,338.2				210.5				3.0	pts			1,335.5				210.1				3.0	pts
Personnel Costs of Franchised-and-Managed Hotels			82.6				13.0				0.7	pts			79.8				12.6				0.7	pts
Sales and Marketing Expenses			25.6				4.0				-0.3	pts			25.5				4.0				-0.3	pts
General and Administrative Expenses			82.7				13.0				0.1	pts			63.9				10.1				-0.2	pts
Total Operating Costs and Expenses			1,529.1				240.6				3.5	pts			1,504.8				236.8				3.3	pts
Income from Operations			213.8				33.6				-3.6	pts			238.0				37.5				-3.4	pts

*Adjusted Non-GAAP results exclude share-based compensation expenses, integration costs and expenses related to going-private activities.

Note: “Vpts” represents year-over-year change in percentage points of total revenues

 

Total operating costs and expenses were RMB 1.53 billion (US$240.6 million) for the third quarter of 2015, representing 82.4% of total revenues for the quarter. Total operating costs and expenses excluding any share-based compensation expenses, integration costs and expenses related to going-private activities (non-GAAP) for the third quarter of 2015 were 81.1% of total revenues, compared to 77.8% in the same period a year ago.

 

 

·

Total leased-and-operated hotel costs were RMB 1.34 billion (US$210.5 million) for the third quarter of 2015, representing 85.0% of the leased-and-operated hotel revenues for the quarter, compared to 80.4% in the same period a year ago. Total leased-and-operated hotel costs excluding any share-based compensation expenses and integration costs (non-GAAP) were 84.9% of the leased-and-operated hotel revenues in the third quarter of 2015, compared to 80.2% in the same period a year ago.

 

Pre-opening cost was RMB 14.1 million (US$2.2 million) for the third quarter of 2015, compared to RMB 13.3 million in the third quarter of 2014.

 

The year-over-year increase in total leased-and-operated hotel costs as a percentage of leased-and-operated hotel revenues for the third quarter of 2015 was mainly due to a decrease in RevPAR which resulted in a lower revenue base per hotel while a significant portion of the hotel costs was fixed.

 

·

Personnel costs of franchised-and-managed hotels were RMB 82.6 million (US$13.0 million) for the third quarter of 2015, representing 29.3% of the franchised-and-managed hotel revenues for the third quarter of 2015, compared to 26.9% in the same period a year ago. Franchised-and-managed hotels personnel costs excluding share-based compensation expenses (non-GAAP) were 28.3% of franchised-and-managed hotel revenues in the third quarter of 2015, compared to 25.9% in the same period of 2014. The year-over-year increase in personnel costs of franchised-and-managed hotels as a percentage of franchised-and-managed hotel revenues for the third quarter of 2015 was mainly due to a decrease in RevPAR, which resulted in a lower revenue base per hotel.

 

·

Sales and marketing expenses were RMB 25.6 million (US$4.0 million) for the third quarter of 2015, representing 1.4% of total revenues for the quarter, compared to 1.7% in the same period a year ago. Sales and marketing expenses excluding share-based compensation expenses (non-GAAP) were 1.4% of total revenues for the third quarter of 2015, compared to 1.7% in the same period of 2014. The year-over-year decrease in sales and marketing expenses as a percentage of total revenues for the third quarter of 2015 was mainly due to the timing of certain marketing activities and improved marketing efficiency.

 

·

General and administrative expenses were RMB 82.7 million (US$13.0 million) for the third quarter of 2015, representing 4.5% of total revenues, compared to 4.3% in the same period a year ago. General and administrative expenses excluding share-based compensation expenses, integration costs and expenses related to going-private activities (non-GAAP) were 3.4% of total revenues for the third quarter of 2015, compared to 3.6% in the same period of 2014. The year-over-year decrease in general and administrative expenses as a percentage of total revenue was driven by continued effective cost control.

 

Income from Operations was RMB 213.8 million (US$33.6 million) for the third quarter of 2015, compared to income from operations of RMB 284.5 million in the same period a year ago. Income from operations excluding share-based compensation expenses, integration costs and expenses related to going-private activities (non-GAAP) for the third quarter of 2015 was RMB 238.0 million (US$37.5 million), or 12.8% of total revenues, compared to RMB 304.3 million, or 16.2% of total revenues, in the same period of 2014. The year-over-year decrease in income from operations margin for the quarter was mainly due to lower revenue base per hotel.

 

EBITDA (non-GAAP)
(RMB/USD in Millions)						Third Quarter 2015																Third Quarter 2014
		RMB				USD				%Rev				V%				RMB				USD				%Rev
EBITDA (Non-GAAP)			429.0				67.5				23.1	%			-20.4	%			538.8				84.8				28.7	%
Foreign Exchange Loss, Net			35.0				5.5				1.9	%							0.8				0.1				0.0	%
Share-Based Compensation			17.9				2.8				1.0	%							18.1				2.8				1.0	%
Expenses Related to Going-Private Activities			4.8				0.8				0.3	%							-				-				-
Integration Costs			1.6				0.3				0.1	%							1.7				0.3				0.1	%
Gain on Waived Liability Related with Motel Acquisition			-				-				-								-11.9				-1.9				-0.6	%
Gain on Buy-Back of Convertible Notes			-				-				-								-0.7				-0.1				0.0	%
Loss/(Gain) on Change in Fair Value of Convertible Notes			0.6				0.1				0.0	%							-29.3				-4.6				-1.6	%
Adjusted EBITDA (Non-GAAP)			488.9				76.9				26.3	%			-5.5	%			517.6				81.4				27.6	%

Note:

“%Rev” represents amount as a percentage of total revenues

“V%” represents year-over-year percentage change in amounts

 

 

Net Income Attributable to Ordinary Shareholders
(RMB/USD in Millions)						Third Quarter 2015																Third Quarter 2014
		RMB				USD				%Rev				V%				RMB				USD				%Rev
Net Income Attributable to Ordinary Shareholders (GAAP)			145.6				22.9				7.8	%			-40.7	%			245.5				38.6				13.1	%
Foreign Exchange Loss, Net			35.0				5.5				1.9	%							0.8				0.1				0.0	%
Share-Based Compensation			17.9				2.8				1.0	%							18.1				2.8				1.0	%
Expenses Related to Going-Private Activities			4.8				0.8				0.3	%							-				-				-
Integration Costs			1.6				0.3				0.1	%							1.7				0.3				0.1	%
Gain on Waived Liability Related with Motel Acquisition			-				-				-								-11.9				-1.9				-0.6	%
Gain on Buy-Back of Convertible Notes			-				-				-								-0.7				-0.1				0.0	%
Loss/(Gain) on Change in Fair Value of Convertible Notes			0.6				0.1				0.0	%							-29.3				-4.6				-1.6	%
Adjusted net income attributable to ordinary shareholders (Non-GAAP)			205.5				32.3				11.1	%			-8.4	%			224.3				35.3				12.0	%

Note:

“%Rev” represents amount as a percentage of total revenues

“V%” represents year-over-year percentage change in amounts

 

Adjusted Net Income Attributable to Ordinary Shareholders (Non–GAAP) decreased year over year by 8.4% to RMB 205.5 million (US$32.3 million) for the third quarter of 2015, representing 11.1% of total revenues compared to 12.0% in the same period a year ago. The year-over-year decrease in adjusted net margin (non-GAAP)¹ was mainly due to a decrease in adjusted income from operations margin (non-GAAP)², while partially offset by higher interest income and lower interest expense.

 

Basic and Diluted Earnings Per Share / Earnings Per ADS

		Third Quarter 2015
		Ordinary Share								ADS Share
		RMB				USD				RMB				USD
Basic			1.51				0.24				3.02				0.48
Diluted			1.51				0.24				3.02				0.48
Adjusted Basic (Non-GAAP)			2.13				0.34				4.26				0.67
Adjusted Diluted (Non-GAAP)			2.05				0.32				4.10				0.65

 

Cash Flow

 

Net operating cash inflow for the third quarter of 2015 was RMB 549.7 million (US$86.5 million), compared to RMB 476.4 million in the same period of 2014, due to better working capital management. Capitalized expenditures for the third quarter of 2015 were RMB 125.5 million (US$19.8 million), while related cash paid for capital expenditures during the quarter was RMB 129.2 million (US$20.3 million).

 

Balance Sheet

 

As of September 30, 2015, Homeinns Hotel Group had cash and cash equivalents of RMB 1,312.3 million (US$206.5 million). The outstanding balance of convertible notes issued in December 2010 (measured at fair value) was RMB 997.2 million (US$156.9 million).

 

Outlook for Fourth Quarter 2015

 

Homeinns Hotel Group remains committed to its target of opening no fewer than 400 new hotels in the course of 2015, with approximately 25% as mid-scale hotels.

 

¹“Adjusted net margin rate (non-GAAP)” is defined as adjusted net income (non-GAAP) as a percentage of total revenues.

 

² “Adjusted income from operations margin rate (non-GAAP)” is defined as income from operations excluding share-based compensation expenses, integration costs and expenses related to going-private activities (non-GAAP) as a percentage of total revenues.

 

 

The company expects the total revenues in the fourth quarter of 2015 to be in the range of RMB 1,635 million and RMB 1,655 million.

 

This forecast reflects the Company’s current and preliminary views, and remains subject to change.

 

This announcement contains translations of certain RMB amounts into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB 6.3556 to US$1.00, the noon buying rate for September 30, 2015 set forth in the H.10 statistical release of the Federal Reserve Board.

 

Conference Call Information

 

Management will hold an earnings conference call at 8 PM U.S. Eastern Time on Monday, November 9, 2015 (9 AM Beijing/Hong Kong Time on Tuesday, November 10, 2015).

 

Dial-in details for the earnings conference call are as follows:

 

	U.S.:	1855 298 3404 or +1 631 5142 526
	China mainland:	4001 200 539
	Hong Kong:	800 905 927 or +852 5808 3202
	U.K.:	0800 015 9725 or +44 (0) 20 3078 7622
	Australia:	1800 801 825 or +61 2 8524 5042
	Taiwan:	0080 161 5189 or +886 2 7708 3282
	International:	+852 5808 3202
	Passcode for all regions:	Homeinns

 

A replay of the conference call may be accessed by phone at the following numbers until the end of November 16, 2015 U.S. Eastern Time.

 

	U.S.:	1866 846 0868
	China mainland:	4001 842 240
	Hong Kong:	800 966 697
	U.K.:	0800 169 7301
	Australia:	+61 2 9641 7900
	International:	1800 008 585
	Replay Passcode:	7551909

 

Live and archived webcasts of this conference call will be available at http://english.homeinns.com.

 

About Homeinns Hotel Group

 

Homeinns Hotel Group is a leading economy hotel chain in China based on number of hotels and hotel rooms as well as geographic coverage of the hotel chain. Since the Company commenced operations in 2002, it has built Homeinn as one of the best-known economy hotel brands in China. In October of 2011, the Company acquired Motel 168, another well-known hotel chain in China, as its second economy hotel brand. Homeinns Hotel Group aims to offer a consistent product and high-quality services to primarily serve the fast growing population of value-conscious individual business and leisure travelers who demand clean, comfortable and convenient lodging. Homeinns Hotel Group's ADSs, each of which represents two ordinary shares, are currently trading on the NASDAQ Global Select Market under the symbol "HMIN." For more information about Homeinns Hotel Group, please visit http://english.homeinns.com.

 

Safe Harbor

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Any statements in this press release that are not historical facts are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include our anticipated growth strategies; our future results of operations and financial condition; the economic conditions of China; the regulatory environment in China; our ability to attract customers and leverage our brands; trends and competition in the lodging industry; the expected growth of the lodging market in China; and other factors and risks detailed in our filings with the Securities and Exchange Commission. This press release also contains statements or projections that are based upon information available to the public, as well as other information from sources which management believes to be reliable, but it is not guaranteed by us to be accurate, nor does it purport to be complete. We undertake no obligation to update or revise to the public any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.

 

 

Non-GAAP Financial Measures

 

To supplement Homeinns Hotel Group’s unaudited consolidated financial results presented in accordance with U.S. GAAP, Homeinns Hotel Group uses the following non-GAAP measures:

 

(a)

total operating costs and expenses excluding share-based compensation expenses and acquisition and integration costs and expenses related to going-private activities

 

(b)

total leased-and-operated hotel costs excluding share-based compensation expenses and integration costs

 

(c)

personnel costs of franchised-and-managed hotels excluding share-based compensation expenses

 

(d)

sales and marketing expenses excluding share-based compensation expenses

 

(e)

general and administrative expenses excluding share-based compensation expenses and acquisition and integration costs and expenses related to going-private activities

 

(f)

income from operations excluding share-based compensation expenses and acquisition and integration costs and expenses related to going-private activities

 

(g)

adjusted net income attributable to shareholders excluding any share-based compensation expenses, foreign exchange gain or loss, acquisition and integration cost, upfront fee amortization of term loan, gain or loss from fair value change of convertible notes and interest swap derivatives and other non-operating expenses and expenses related to going-private activities

 

(h)

adjusted basic and diluted earnings per ADS and per share excluding foreign exchange gain or loss, share-based compensation expenses, gain on buy-back of convertible bonds, issuance costs for convertible notes, gain or loss from fair value change of convertible notes, acquisition and integration cost, non-operating expenses and upfront fee amortization of term loan, and expenses related to going-private activities

 

(i)

adjusted EBITDA excluding foreign exchange gain or loss, share-based compensation expenses, gain on buy-back of convertible bonds, issuance costs for convertible notes, gain or loss from fair value change of convertible notes, acquisition and integration costs, non-operating expenses and upfront fee amortization of term loan and expenses related to going-private activities

 

The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of GAAP and non-GAAP results” set forth at the end of this press release.

 

Homeinns Hotel Group believes that, used in conjunction with GAAP financial measures, these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s performance, and both management and investors benefit from referring to these non-GAAP financial measures in assessing the Company’s performance and when planning and forecasting future periods. Management believes that EBITDA, defined as earnings before interest, income tax expense, depreciation and amortization, is a useful financial metric to assess Homeinns Hotel Group’s operating and financial performance before the impact of investing and financing transactions and income taxes. In addition, management believes that EBITDA is widely used by other companies in the lodging industry and may be used as an analysis tool by both management and investors to measure and compare Homeinns Hotel Group’s operational and financial performance with industry peers.

 

 

One of the limitations of using non-GAAP income from operations, EBITDA, adjusted EBITDA and non-GAAP net income attributable to shareholders is that they do not include all items that impact Homeinns Hotel Group’s net income (loss) for the period. These non-GAAP measures exclude share-based compensation expenses, foreign exchange gain or loss and gain or loss from fair value change of convertible notes, which have been and will continue to be a significant recurring expense in Homeinns Hotel Group’s business. In addition, Homeinns Hotel Group’s EBITDA and adjusted EBITDA may not be comparable to EBITDA or similarly titled measures utilized by other companies since such other companies may not calculate EBITDA in the same manner as Homeinns Hotel Group does. Management compensates for this and other limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. Homeinns Hotel Group computes the non-GAAP financial measures using the same consistent method from quarter to quarter. Reconciliations of GAAP and non-GAAP results are included at the end of this press release. The non-GAAP adjustment items do not include the tax impact.

 

The presentation of EBITDA and adjusted EBITDA should not be construed as an indication that Homeinns Hotel Group’s future results will be unaffected by other charges and gains Homeinns Hotel Group considers to be outside the ordinary course of its business.

 

Homeinns Hotel Group completed its acquisition of 100% equity interest in Motel 168, or Motel, and took control of Motel effective on October 1, 2011. Homeinns Hotel Group had consolidated Motel’s operating and financial results since October 1, 2011. By the third quarter of 2013, Homeinns Hotel Group had substantially completed Motel’s integration and ceased to present separate operating metrics and revenues for Motel.

 

For investor and media inquiries, please contact:

 

Mingjia Ding

Homeinns Hotel Group

Tel: +86-21-3337-3333*3870

Email: mjding@homeinns.com

 

Cara O’Brien

FTI Consulting

Tel: +852-3768-4537

Email: cara.obrien@fticonsulting.com

 

 

Homeinns Hotel Group

Unaudited Condensed Consolidated Balance Sheet        

 

		December 31, 2014				September 30, 2015
		RMB '000				RMB '000				US$ '000
ASSETS
Current assets:
Cash and cash equivalents			949,690				1,312,278				206,476
Restricted cash			12,726				9,663				1,520
Accounts receivable, net			95,501				135,429				21,309
Receivables from related parties			3,476				4,030				634
Consumables			44,446				32,868				5,172
Prepayments and other current assets			171,703				196,327				30,890
Deferred tax assets			129,685				128,630				20,239
Total current assets			1,407,227				1,819,225				286,240
Investment			11,709				14,778				2,325
Property and equipment, net			4,000,041				3,797,253				597,466
Goodwill			2,323,241				2,323,241				365,542
Intangible assets, net			1,126,636				1,089,135				171,366
Other assets			90,995				107,658				16,939
Non-current deferred tax assets			434,847				466,591				73,414
Total assets			9,394,696				9,617,881				1,513,292
LIABILITIES
Current liabilities:
Accounts payable			86,949				103,909				16,349
Payables to related parties			4,166				18,128				2,852
Financial liability, current portion2			1,029,577				997,229				156,906
Salaries and welfare payable			228,127				235,480				37,051
Income tax payable			117,830				86,131				13,552
Other taxes payable			34,074				41,020				6,454
Deferred revenues			225,417				240,357				37,818
Other unpaid and accruals			255,460				269,111				42,342
Other payables			742,853				776,592				122,192
Deferred tax liability			60,764				55,711				8,766
Total current liabilities			2,785,217				2,823,668				444,282
Deferred rental			705,284				686,435				108,005
Deferred revenues			51,289				49,931				7,856
Deposits due to franchisees			144,892				152,423				23,982
Other long term payables			13,018				8,653				1,361
Unfavorable lease liabilities			331,282				304,028				47,836
Deferred tax liabilities			292,575				278,057				43,750
Total liabilities			4,323,557				4,303,195				677,072
Commitments and contingencies
Shareholders’ equity
Ordinary shares (US$0.005 par value; 200,000,000 shares authorized, 95,703,960 and 96,358,650 shares issued and outstanding as of December 31, 2014 and September 30, 2015, respectively)			3,698				3,719				585
Additional paid-in capital			3,191,076				3,259,755				512,895
Statutory reserves			256,013				256,013				40,281
Retained earnings			1,604,246				1,784,336				280,750
Less: Treasury stock (0 and 37,696 shares as of December 31, 2014 and September 30 2015, respectively)			-				(2,759	)			(434	)
Total Home Inns shareholders' equity			5,055,033				5,301,064				834,077
Noncontrolling interests			16,106				13,622				2,143
Total  shareholders’ equity			5,071,139				5,314,686				836,220
Total liabilities and shareholders’ equity			9,394,696				9,617,881				1,513,292

 

Note 1: The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on rate of US$1.00=RMB6.3556 on September 30, 2015, representing the certificated exchange rate published by the Federal Reserve Board.

Note 2: Financial liabilities represent convertible notes  measured at fair value.
     

 

Homeinns Hotel Group

Unaudited Condensed Consolidated Statement of Operations        

 

		Quarter Ended
		September 30, 2014				June 30, 2015				September 30, 2015
		RMB '000				RMB '000				RMB '000				US$ '000
Revenues:
Leased-and-operated hotels			1,612,027				1,410,555				1,573,685				247,606
Franchised-and-managed hotels			264,358				256,728				282,257				44,411
Total revenues			1,876,385				1,667,283				1,855,942				292,017
Less: Business tax and related surcharges			(111,943	)			(98,390	)			(108,934	)			(17,140	)
Net revenues			1,764,442				1,568,893				1,747,008				274,877
Operating costs and expenses:
Leased-and-operated hotel costs –
Rents and utilities			(539,156	)			(522,581	)			(554,722	)			(87,281	)
Personnel costs			(279,158	)			(274,804	)			(293,685	)			(46,209	)
Depreciation and amortization			(188,102	)			(194,646	)			(200,365	)			(31,526	)
Consumables, food and beverage			(108,793	)			(97,175	)			(120,355	)			(18,937	)
Others			(180,919	)			(167,466	)			(169,037	)			(26,597	)
Total leased-and-operated hotel costs			(1,296,128	)			(1,256,672	)			(1,338,164	)			(210,550	)
Personnel costs of Franchised-and-managed hotels			(71,131	)			(65,966	)			(82,570	)			(12,992	)
Sales and marketing expenses			(31,375	)			(25,863	)			(25,626	)			(4,032	)
General and administrative expenses			(81,457	)			(82,735	)			(82,733	)			(13,017	)
Total operating costs and expenses			(1,480,091	)			(1,431,236	)			(1,529,093	)			(240,591	)
Other income/(loss)			139				(9,826	)			(4,165	)			(655	)
Income/(loss) from operations			284,490				127,831				213,750				33,631
Interest income			2,864				4,055				6,610				1,040
Interest expenses			(11,040	)			(5,456	)			(5,303	)			(834	)
Loss from equity investment			(10	)			(920	)			(163	)			(26	)
Gain/(loss) on change in fair value of convertible notes			29,304				(17,016	)			(570	)			(90	)
Gain/(loss) on buy-back of convertible notes			650				(1,591	)			-				-
Non-operating income			27,073				10,575				44,146				6,946
Foreign exchange (loss)/gain, net			(841	)			3,914				(35,012	)			(5,509	)
Income before income tax expenses and noncontrolling interests			332,490				121,392				223,458				35,158
Income tax expense			(84,384	)			(48,802	)			(74,270	)			(11,686	)
Net income			248,106				72,590				149,188				23,472
Less: Net income attributable to noncontrolling interests			(2,594	)			(528	)			(3,590	)			(565	)
Net income attributable to ordinary shareholders			245,512				72,062				145,598				22,907
Earnings per share
— Basic			2.57				0.75				1.51				0.24
— Diluted			2.15				0.75				1.51				0.24
Weighted average ordinary shares outstanding
— Basic			95,556				96,215				96,347				96,347
— Diluted			103,025				96,215				96,347				96,347
Share-based compensation expense was included in the statement of operations as follows:
Leased-and-operated hotel costs – Personnel costs			1,525				1,511				1,349				212
Personnel costs of Franchised-and-managed hotels			2,679				3,057				2,727				429
Sales and marketing expenses			246				151				129				20
General and administrative expenses			13,663				11,877				13,684				2,153

                 

Note 1: The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on rate of US$1.00=RMB6.3556 on September 30, 2015, representing the certificated exchange rate published by the Federal Reserve Board.

 

 

Homeinns Hotel Group

Reconciliation of GAAP and Non-GAAP Results    

 

		Quarter Ended September 30, 2015
		GAAP Result				%of Total Revenue				Share-based Compensation				Expenses related to going private activities				Integration  cost				%of Total Revenue				Non-GAAP Result				%of Total Revenue
		RMB '000								RMB '000				RMB '000				RMB '000								RMB '000
		(unaudited)								(unaudited)				(unaudited)				(unaudited)								(unaudited)
Leased-and-operated hotel costs			(1,338,164	)			72.1	%			1,349				-				1,295				0.1	%			(1,335,520	)			72.0	%
Personnel costs of Franchised-and-managed hotels			(82,570	)			4.4	%			2,727				-				-				0.1	%			(79,843	)			4.3	%
Sales and marketing expenses			(25,626	)			1.4	%			129				-				-				0.0	%			(25,497	)			1.4	%
General and administrative expenses			(82,733	)			4.5	%			13,684				4,797				317				1.0	%			(63,935	)			3.4	%
Total operating costs and expenses			(1,529,093	)			82.4	%			17,889				-				1,612				1.3	%			(1,504,795	)			81.1	%
Income from operations			213,750				11.5	%			17,889				-				1,612				1.3	%			238,048				12.8	%

 

		Quarter Ended September 30, 2015
		GAAP Result				%of Total Revenue				Share-based Compensation				Expenses related to going private activities				Integration  cost				%of Total Revenue				Non-GAAP Result				%of Total Revenue
		US$ '000								US$ '000				US$ '000				US$ '000								US$ '000
		(unaudited)								(unaudited)				(unaudited)				(unaudited)								(unaudited)
Leased-and-operated hotel costs			(210,550	)			72.1	%			212				-				204				0.1	%			(210,134	)			72.0	%
Personnel costs of Franchised-and-managed hotels			(12,992	)			4.4	%			429				-				-				0.1	%			(12,563	)			4.3	%
Sales and marketing expenses			(4,032	)			1.4	%			20				-				-				0.0	%			(4,012	)			1.4	%
General and administrative expenses			(13,017	)			4.5	%			2,153				755				50				1.0	%			(10,059	)			3.4	%
Total operating costs and expenses			(240,591	)			82.4	%			2,814				-				254				1.3	%			(236,768	)			81.1	%
Income from operations			33,631				11.5	%			2,814				-				254				1.3	%			37,454				12.8	%

 

		Quarter Ended June 30, 2015
		GAAP Result				%of Total Revenue				Share-based Compensation				Expenses related to going private activities				Integration  cost				%of Total Revenue				Non-GAAP Result				%of Total Revenue
		RMB '000								RMB '000				RMB '000				RMB '000								RMB '000
		(unaudited)								(unaudited)				(unaudited)				(unaudited)								(unaudited)
Leased-and-operated hotel costs			(1,256,672	)			75.4	%			1,511				-				1,322				0.2	%			(1,253,839	)			75.2	%
Personnel costs of Franchised-and-managed hotels			(65,966	)			4.0	%			3,057				-				-				0.2	%			(62,909	)			3.8	%
Sales and marketing expenses			(25,863	)			1.6	%			151				-				-				0.0	%			(25,712	)			1.5	%
General and administrative expenses			(82,735	)			5.0	%			11,877				-				317				0.7	%			(70,541	)			4.2	%
Total operating costs and expenses			(1,431,236	)			85.8	%			16,596				-				1,639				1.1	%			(1,413,001	)			84.7	%
Income from operations			127,831				7.7	%			16,596				-				1,639				1.1	%			146,066				8.8	%

 

		Quarter Ended September, 2014
		GAAP Result				%of Total Revenue				Share-based Compensation				Expenses related to going private activities				Integration  cost				%of Total Revenue				Non-GAAP Result				%of Total Revenue
		RMB '000								RMB '000				RMB '000				RMB '000								RMB '000
		(unaudited)								(unaudited)				(unaudited)				(unaudited)								(unaudited)
Leased-and-operated hotel costs			(1,296,128	)			69.1	%			1,525				-				1,427				0.2	%			(1,293,176	)			68.9	%
Personnel costs of Franchised-and-managed hotels			(71,131	)			3.8	%			2,679				-				-				0.1	%			(68,452	)			3.6	%
Sales and marketing expenses			(31,375	)			1.7	%			246				-				-				0.0	%			(31,129	)			1.7	%
General and administrative expenses			(81,457	)			4.3	%			13,663				-				317				0.7	%			(67,477	)			3.6	%
Total operating costs and expenses			(1,480,091	)			78.9	%			18,113				-				1,744				1.1	%			(1,460,234	)			77.8	%
Income from operations			284,490				15.2	%			18,113				-				1,744				1.1	%			304,347				16.2	%

 

Note 1: The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on rate of US$1.00=RMB6.3556 on September 30, 2015, representing the certificated exchange rate published by the Federal Reserve Board.

 

 

Homeinns Hotel Group
Reconciliation of GAAP and Non-GAAP Results (continued)

 

		Quarter Ended
		September 30, 2014				June 30, 2015				September, 2015
		RMB '000				RMB '000				RMB '000				US$ '000
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Net income attributable to ordinary shareholders (GAAP)			245,512				72,062				145,598				22,907
Foreign exchange loss/(gain), net			841				(3,914	)			35,012				5,509
Share-based compensation			18,113				16,596				17,889				2,814
Expenses related to going private activities			-				-				4,797				755
Integration cost			1,744				1,639				1,612				254
(Gain)/loss on buy-back of convertible notes			(650	)			1,591				-				-
Gain on waived liability related with Motel acquisition			(11,919	)			-				-				-
(Gain)/loss on change in fair value of convertible notes			(29,304	)			17,016				570				90
Adjusted net income attributable to ordinary shareholders (Non-GAAP)			224,337				104,990				205,478				32,329

 

		Quarter Ended
		September 30, 2014				June 30, 2015				September, 2015
		RMB '000				RMB '000				RMB '000				US$ '000
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Earnings per share (GAAP)
— Basic			2.57				0.75				1.51				0.24
— Diluted			2.15				0.75				1.51				0.24
Weighted average ordinary shares outstanding
— Basic			95,556				96,215				96,347				96,347
— Diluted			103,025				96,215				96,347				96,347
Adjusted earnings per share (Non-GAAP)
— Basic			2.35				1.09				2.13				0.34
— Diluted			2.23				1.07				2.05				0.32
Weighted average ordinary shares outstanding
— Basic			95,556				96,215				96,347				96,347
— Diluted			103,025				102,917				102,702				102,702

 

Note 1: The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on rate of US$1.00=RMB6.3556 on September 30, 2015, representing the certificated exchange rate published by the Federal Reserve Board.

Note 2: The non-GAAP adjustment items do not include the tax impact.

 

 

Homeinns Hotel Group

Reconciliation of GAAP and Non-GAAP Results (continued)        

 

		Quarter Ended
		September 30, 2014				June 30, 2015				September 30, 2015
		RMB '000				RMB '000				RMB '000				US$ '000
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Net income			248,106				72,590				149,188				23,472
Interest income			(2,864	)			(4,055	)			(6,610	)			(1,040	)
Interest expenses			11,040				5,456				5,303				834
Income tax expense			84,384				48,802				74,270				11,686
Depreciation and amortization			198,086				200,383				206,823				32,542
EBITDA (Non-GAAP)			538,752				323,176				428,974				67,494
Foreign exchange loss/(gain), net			841				(3,914	)			35,012				5,509
Share-based compensation			18,113				16,596				17,889				2,814
Expenses related to going private activities			-				-				4,797				755
Integration cost			1,744				1,639				1,612				254
Gain on waived liability related with Motel acquisition			(11,919	)			-				-				-
(Gain)/loss on buy-back of convertible notes			(650	)			1,591				-				-
(Gain)/loss on change in fair value of convertible notes			(29,304	)			17,016				570				90
Adjusted EBITDA (Non-GAAP)			517,577				356,104				488,854				76,916
% of total revenue			27.6	%			21.4	%			26.3	%			26.3	%

                 

Note 1: The "Depreciation and amortization expense" includes the depreciation and amortization expenses of the Group.             

The depreciation and amortization expenses of all leased-and-operated hotels are included in "Operating costs and expenses".             

The depreciation and amortization expenses of administrative long-term assets are included in "General and administrative expenses".    

 

 

Home Inns & Hotels Management Inc.

Operating Data        

 

		As of and for the quarter ended
		September 30, 2014				June 30, 2015				September 30, 2015
		Group				Group				Group
Total Hotels in operation:			2,496				2,750				2,787
Leased-and-operated hotels			910				915				917
Franchised-and-managed hotels			1,586				1,835				1,870
Total rooms			286,012				309,414				311,608
Occupancy rate (as a percentage)			86.7	%			83.3	%			86.6	%
Average daily rate (in RMB)			174				163				171
RevPAR (in RMB)			151				136				148
Like-for-like performance for hotels opened for at least 18 months at the end of the period
		As of and for the quarter ended
		September 30, 2014				September 30, 2015
		Group				Group
Total Hotels in operation:			2,131				2,131
Leased-and-operated hotels			866				866
Franchised-and-managed hotels			1,265				1,265
Total rooms			243,858				243,858
Occupancy rate (as a percentage)			88.2	%			87.5	%
Average daily rate (in RMB)			174				170
RevPAR (in RMB)			154				149

 

“Occupancy rate” refers to the total number of occupied rooms divided by the total number of available rooms in a given period.

“Average daily rate” refers to total hotel room revenues divided by the total number of occupied rooms in a given period.

“RevPAR” represents revenue per available room, which is calculated by dividing total hotel room revenues by the total number of available rooms in a given period, or by multiplying average daily rates and occupancy rates in a given period.