Exhibit 99.1
ATOUR LIFESTYLE HOLDINGS LIMITED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
Unaudited Condensed Consolidated Financial Statements | ||
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and September 30, 2023 | F-2 | |
F-5 | ||
F-6 | ||
Notes to the Unaudited Condensed Consolidated Financial Statements | F-7 |
F-1
ATOUR LIFESTYLE HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share data and per share data, or otherwise noted)
As of December 31, | As of September 30, | |||||||
Note | 2022 | 2023 | ||||||
|
| RMB |
| RMB |
| USD | ||
(Note 2(b)) | ||||||||
Assets |
| |||||||
Current assets |
| |||||||
Cash and cash equivalents |
|
|
| |
| |
| |
Short-term investments | | | | |||||
Accounts receivable, net of allowance of RMB |
| 11(b) |
| |
| |
| |
Prepayments and other current assets |
| 3 |
| |
| |
| |
Amounts due from related parties |
| 15(b) |
| |
| |
| |
Inventories |
|
| |
| |
| | |
Total current assets |
|
| |
| |
| | |
Non-current assets |
|
| ||||||
Restricted cash |
|
| |
| |
| | |
Contract costs |
| 11(d) |
| |
| |
| |
Property and equipment, net |
| 4 |
| |
| |
| |
Operating lease right-of-use assets | 6 | | | | ||||
Intangible assets, net |
| 5 |
| |
| |
| |
Goodwill |
|
| |
| |
| | |
Deferred tax assets |
|
| |
| |
| | |
Other assets |
| 3 |
| |
| |
| |
Total non-current assets |
|
| |
| |
| | |
Total assets |
|
| |
| |
| |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
ATOUR LIFESTYLE HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share data and per share data, or otherwise noted)
As of December 31, | As of September 30, | |||||||
Note | 2022 | 2023 | ||||||
|
| RMB |
| RMB |
| USD | ||
(Note 2(b)) | ||||||||
Liabilities and shareholders’ equity | ||||||||
Current liabilities |
| 6 |
|
| ||||
Operating lease liabilities, current | | | | |||||
Accounts payable |
|
| |
| |
| | |
Deferred revenue, current |
| 11(b) |
| |
| |
| |
Salary and welfare payable |
|
| |
| |
| | |
Accrued expenses and other payables |
| 8 |
| |
| |
| |
Income taxes payable |
|
| |
| |
| | |
Short-term borrowings |
| 9 |
| |
| |
| |
Current portion of long-term borrowings |
| 9 |
| |
| — |
| — |
Amounts due to related parties |
| 15(b) |
| |
| |
| |
Total current liabilities |
|
| |
| |
| | |
Non-current liabilities |
|
|
|
| ||||
Operating lease liabilities, non-current | 6 | | | | ||||
Deferred revenue, non-current |
| 11(b) |
| |
| |
| |
Long-term borrowings, non-current portion |
| 9 |
| |
| |
| |
Other non-current liabilities |
| 10 |
| |
| |
| |
Total non-current liabilities |
|
| |
| |
| | |
Total liabilities |
|
| |
| |
| |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
ATOUR LIFESTYLE HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share data and per share data, or otherwise noted)
As of December 31, | As of September 30, | |||||||
Note | 2022 | 2023 | ||||||
|
| RMB |
| RMB |
| USD | ||
(Note 2(b)) | ||||||||
Shareholders’ equity |
|
|
|
| ||||
Class A ordinary shares (USD |
| 14 |
| |
| |
| |
Class B ordinary shares (USD |
| 14 |
| |
| |
| |
Additional paid in capital |
|
| |
| |
| | |
Retained earnings (accumulated deficit) |
|
| ( |
| |
| | |
Accumulated other comprehensive income (loss) |
|
| ( |
| |
| | |
Total equity attributable to shareholders of the Company |
|
| |
| |
| | |
Non-controlling interests |
|
| ( |
| ( |
| ( | |
Total shareholders’ equity |
|
| |
| |
| | |
Commitments and contingencies |
| 16 |
|
|
| |||
Total liabilities and shareholders’ equity |
|
| |
| |
| |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
ATOUR LIFESTYLE HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(All amounts in thousands, except share data and per share data, or otherwise noted)
| For the nine months ended September 30 | |||||||
Note |
| 2022 |
| 2023 | ||||
RMB | RMB | USD | ||||||
(Note 2(b)) | ||||||||
Revenues: |
| 11 |
|
|
|
|
|
|
Manachised hotels |
|
| |
| |
| | |
Leased hotels |
|
| |
| |
| | |
Retail revenues and others |
|
| |
| |
| | |
Net revenues |
|
| |
| |
| | |
Operating costs and expenses: |
|
|
|
| ||||
Hotel operating costs |
|
| ( |
| ( |
| ( | |
Other operating costs |
|
| ( |
| ( |
| ( | |
Selling and marketing expenses |
|
| ( |
| ( |
| ( | |
General and administrative expenses |
|
| ( |
| ( |
| ( | |
Technology and development expenses |
|
| ( |
| ( |
| ( | |
Total operating costs and expenses |
|
| ( |
| ( |
| ( | |
Other operating income |
| |
| |
| | ||
Income from operations |
| |
| |
| | ||
Interest income |
| |
| |
| | ||
Gain from short-term investments |
| |
| |
| | ||
Interest expenses |
| ( |
| ( |
| ( | ||
Other expenses, net |
| ( |
| ( |
| ( | ||
Income before income tax |
| |
| |
| | ||
Income tax expense |
| 7 | ( |
| ( |
| ( | |
Net income |
| |
| |
| | ||
Less: net income (loss) attributable to non-controlling interests |
| ( |
| |
| | ||
Net income attributable to the Company |
|
|
| |
| |
| |
Net income |
| |
| |
| | ||
Other comprehensive income |
|
|
| |||||
Foreign currency translation adjustments, net of |
| |
| |
| | ||
Other comprehensive income, net of income taxes | | | | |||||
Total comprehensive income |
| |
| |
| | ||
Comprehensive income (loss) attributable to non-controlling interests |
| ( |
| |
| | ||
Comprehensive income attributable to the Company |
| |
| |
| | ||
Net income per ordinary share |
| 12 |
|
| ||||
—Basic |
| |
| |
| | ||
—Diluted | | | | |||||
Weighted average ordinary shares used in calculating net income per ordinary share |
| 12 |
|
| ||||
—Basic | | | | |||||
—Diluted |
| |
| |
| |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
ATOUR LIFESTYLE HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands, except share data and per share data, or otherwise noted)
| For the nine months ended September 30 | |||||
2022 | 2023 | |||||
RMB | RMB | USD | ||||
(Note 2(b)) | ||||||
Cash flows from operating activities: | ||||||
Net cash generated from operating activities | | | | |||
Cash flows from investing activities: | ||||||
Payment for purchases of property and equipment | ( | ( | ( | |||
Proceeds from disposal of property and equipment | — | | | |||
Payment for purchases of intangible assets | ( | — | — | |||
Payment for purchases of short-term investments | ( | ( | ( | |||
Proceeds from maturities of short-term investments | | | | |||
Net cash used in investing activities | ( | ( | ( | |||
Cash flows from financing activities: | ||||||
Acquisition of non-controlling interest | ( | — | — | |||
Proceeds from borrowings | | | | |||
Repayment of borrowings | ( | ( | ( | |||
Proceeds from stock option exercises | — | | | |||
Payment for dividends | — | ( | ( | |||
Payment for initial public offering costs | ( | — | — | |||
Net cash (used in) generated from financing activities | | ( | ( | |||
Effect of exchange rate changes on cash and cash equivalents and restricted cash |
| |
| |
| |
Net increase in cash, cash equivalents and restricted cash |
| |
| |
| |
Cash and cash equivalents and restricted cash at the beginning of the period |
| |
| |
| |
Cash and cash equivalents and restricted cash at the end of the period |
| |
| |
| |
Supplemental disclosure of cash flow information: |
|
|
| |||
Income tax paid |
| |
| |
| |
Interest paid |
| |
| |
| |
Supplemental disclosure of non-cash investing and financing activities: |
|
|
| |||
Payable for purchase of property and equipment |
| |
| |
| |
Interest payable |
| |
| |
| |
Payable for initial public offering costs |
| |
| — |
| — |
Supplemental disclosure of cash and cash equivalents and restricted cash: |
|
|
|
|
|
|
Cash and cash equivalents |
| |
| |
| |
Restricted cash |
| |
| |
| |
Total cash and cash equivalents, and restricted cash |
| |
| |
| |
F-6
ATOUR LIFESTYLE HOLDINGS LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except share data and per share data, or otherwise noted)
1. | Description of the business and organization |
Description of the business
Atour Lifestyle Holdings Limited (“Atour LifeStyle” or the “Company”), is a holding company incorporated in the Cayman Islands. The Company conducts its business through its subsidiary, Shanghai Atour Business Management (Group) Co., Ltd. (“Atour Shanghai”), and the subsidiaries of Atour Shanghai (“together referred to as the “Group”). The principal business activities of the Group are to develop lifestyle brands around hotel offerings in the People’s Republic of China (the “PRC”). On November 11, 2022, the Company completed its IPO on NASDAQ in the United States under the stock code “ATAT”.
Manachised hotels
Manachised hotels refers to franchised-and-managed hotels. Typically the Group enters into certain franchise and management arrangements with franchisees for which the Group is responsible for providing branding, appointing and training of the hotel managers, and various other management services. Under typical franchise and management agreements, the franchisee is required to pay an upfront franchise fee and ongoing franchise and management service fees, the majority of which are determined based on a certain percentage of the revenues of the hotel. The franchisee is responsible for hotel construction, renovation and maintenance. The term of the franchise and management agreements are typically
Leased hotels
Leased hotels refer to the hotels that the Group operates and manages and where the properties are leased from third party lessors. The Group is responsible for hotel development and customization to conform to the Group’s standards, as well as for repairs and maintenance and operating costs and expenses of properties over the term of the lease. The Group is also responsible for all aspects of hotel operations and management, including hiring, training and supervising the hotel managers and employees required to operate our hotels and purchasing supplies.
As of September 30, 2023, the principal subsidiaries of the Group are as follows:
|
| Date of |
|
| ||||
Incorporation, | ||||||||
Percentage of | Merger or | Place of | Major | |||||
Subsidiaries | Ownership | Acquisition | Incorporation | Operation | ||||
Atour (Tianjin) Hotel Management Co., Ltd. |
| August 30, 2012 |
| PRC |
| Hotel management | ||
Shanghai Atour Business Management (Group) Co., Ltd. | February 17,2013 | PRC | Hotel management | |||||
Xi'an Jiaduo Hotel Management Co., Ltd. | August 30, 2013 | PRC | Hotel management | |||||
Gongyu (Shanghai) Culture Communication Co., Ltd. |
| December 02, 2014 |
| PRC |
| Retail management | ||
Shanghai Qingju Investment Management Co., Ltd. | July 15, 2015 | PRC | Investment management | |||||
Fuzhou Hailian Atour Hotel Management Co., Ltd. | September 21, 2015 | PRC | Hotel management | |||||
Chengdu Zhongchengyaduo Hotel Management Co., Ltd. | November 26, 2015 | PRC | Hotel management | |||||
Shanghai Hongwang Financial Information Service Co., Ltd. |
| January 27, 2016 |
| PRC |
| Financial information service management |
F-7
|
| Date of |
|
|
|
| ||
Incorporation, | ||||||||
Percentage of | Merger or | Place of | Major | |||||
Subsidiaries | Ownership | Acquisition | Incorporation | Operation | ||||
Shanghai Shankuai Information Technology Co.,Ltd. | February 01,2016 | PRC | Retail management | |||||
Hangzhou Anduo Hotel Management Co., Ltd. | April 20, 2017 | PRC | Hotel management | |||||
Shanghai Leiduo Information Technology Co., Ltd. | March 21, 2017 | PRC | Retail management | |||||
Yueduo (Shanghai) Apartment Management Service Co., Ltd. | March 23, 2017 | PRC | Property Management | |||||
Shanghai Naiduo Hotel Management Co., Ltd. | July 25, 2017 | PRC | Hotel management | |||||
Shanghai Zhouduo Hotel Management Co., Ltd. | August 04, 2017 | PRC | Hotel management | |||||
Shanghai Chengduo Information Technology Co., Ltd. | November 15, 2017 | PRC | Software and Technology services | |||||
Beijing Chengduo Data Technology Co., Ltd. |
| January 22, 2018 |
| PRC |
| Technology services | ||
Shanghai Xiangduo Enterprise Management Co., Ltd. |
| April 13, 2018 |
| PRC |
| Hotel management | ||
Shanghai Guiduo Hotel Management Co., Ltd. |
| May 08,2018 |
| PRC |
| Hotel management | ||
Atour (Shanghai) Travel Agency Co., Ltd. |
| July 05, 2018 |
| PRC |
| Travel agency operation | ||
Guangzhou Zhongduo Hotel Management Co., Ltd. |
| July 19, 2018 |
| PRC |
| Hotel management | ||
Shanghai Banduo Hotel Management Co., Ltd. |
| October 11, 2018 |
| PRC |
| Hotel management | ||
Beijing Yueduo Property Management Co., Ltd. |
| February 13, 2019 |
| PRC |
| Property Management | ||
Shanghai Xingduo Hotel Management Co., Ltd. |
| May 24, 2019 |
| PRC |
| Hotel management | ||
Shanghai Jiangduo Information Technology Co., Ltd. |
| March 07, 2019 |
| PRC |
| Retail management | ||
Shenzhen Jiaoduo Hotel Management Co., Ltd. | March 25, 2019 | PRC | Hotel management | |||||
Shanghai Huiduo Hotel Management Co., Ltd. |
| July 15, 2019 |
| PRC |
| Hotel management | ||
Shanghai Mingduo Business Management Co., Ltd. |
| July 18, 2019 |
| PRC |
| Hotel management | ||
Shanghai Youduo Hotel Management Co., Ltd. | July 26, 2019 | PRC | Hotel management | |||||
Shanghai Yinduo Culture Communication Co., Ltd. |
| August 27, 2020 |
| PRC |
| Retail management | ||
Atour Hotel (HK) Holdings, Ltd. |
| March 05, 2021 |
| Hong Kong |
| Investment holding | ||
Shanghai Rongduo Commercial Management Co., Ltd. | June 13, 2022 | PRC | Hotel management |
2. | Significant accounting policies |
(a)Basis of preparation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements of the Group. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Group as of and for the year ended December 31, 2022.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of September 30, 2023, the results of operations and cash flows for the nine months ended September, 2022 and 2023, have been made.
The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods. Significant accounting estimates include, but not limited to, estimate of breakage for points that will not be redeemed, the fair value of share-based compensation awards, and the impairment of leased hotels long-lived assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.
F-8
The consolidated financial statements are presented in Renminbi (“RMB”), rounded to the nearest thousands except share data and per share data, or otherwise noted.
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. ASU 2016-13 was further amended in November 2019 by ASU 2019-10. The Group adopted the guidance on January 1, 2023, using the modified retrospective approach through a cumulative-effect adjustment to accumulated deficit as of the effective date to align the Group’s current processes for establishing an allowance for credit losses with the new guidance. Upon adoption, the Group recorded an adjustment of RMB
In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). It requires issuers to apply ASC 606 Revenue from Contracts with Customers to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. The Group adopted the new standard on January 1, 2023, and the adoption did not have a material impact on the condensed consolidated financial statements.
(b)Convenience translation
Translations of balances in the unaudited condensed consolidated financial statements from RMB into United States dollars (“USD”) as of and for the nine months ended September 30, 2023 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB
(c)Risks and concentration
(1)Foreign exchange risk
As the Group’s principal activities are carried out in the PRC, the Group’s transactions are mainly denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions involving RMB must take place through the People’s Bank of China or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the People’s Bank of China that are determined largely by supply and demand.
The management does not expect that there will be any significant currency risk for the Group during the reporting periods.
(2)Concentration of credit risk
The Group’s credit risk primarily arises from cash and cash equivalents, short-term investments, prepayments and other current assets, accounts receivable and amounts due from related parties. The carrying amounts of these financial instruments represent the maximum amount of loss due to credit risk.
The Group expects that there is no significant credit risk associated with the cash and cash equivalents, restricted cash and short-term investments which are held by reputable financial institutions. The Group believes that it is not exposed to unusual risks as these financial institutions have high credit quality.
The Group has no significant concentrations of credit risk with respect to its prepayments and other current assets.
Accounts receivable are unsecured and are primarily derived from revenue earned from manachised hotels. The risk with respect to accounts receivable is mitigated by credit evaluations performed on them.
F-9
Amounts due from related parties are unsecured and are derived from the hotel reservation payment collected by the related parties on behalf of the Group. The Group believes that it is not exposed to unusual risks as the related parties are reputable travel agencies.
3. | Prepayments and other assets |
Prepayments and other current assets consist of the following:
As of December 31, | As of September 30, | |||||
| Note |
| 2022 |
| 2023 | |
RMB | RMB | |||||
Receivables on behalf of manachised hotels(i) | | | ||||
VAT recoverable |
| |
| | ||
Contract assets |
| 11(b) | |
| | |
Prepaid property management fees | | | ||||
Deposits |
| |
| | ||
Prepayment for purchase of goods and service | | | ||||
Others |
| |
| | ||
Subtotal |
| |
| | ||
Less: allowance for doubtful accounts |
| ( |
| ( | ||
Total |
| |
| |
(i) | The amount represents fees to be collected from corporate customers and travel agencies on behalf of franchisees. |
Changes in the allowance for doubtful accounts are as follows:
As of December 31, | As of September 30, | |||
| 2022 |
| 2023 | |
RMB | RMB | |||
At the beginning of the year/period |
| |
| |
Allowance made/reversed during the year/period |
| |
| |
At the end of the year/period |
| |
| |
Other assets consist of the following:
As of December 31, | As of September 30, | |||||
| Note |
| 2022 |
| 2023 | |
RMB | RMB | |||||
Long-term rental deposits |
| |
| | ||
Contract assets |
| 11(b) | |
| | |
VAT recoverable |
| |
| — | ||
Prepayments for purchase of property and equipment |
| |
| | ||
Subtotal | | | ||||
Less: allowance for doubtful accounts | 11(b) | — | ( | |||
Total |
| |
| |
F-10
Changes in the allowance for doubtful accounts is as follows:
| As of |
| As of | |
December | September | |||
31, 2022 | 30, 2023 | |||
RMB | RMB | |||
At the beginning of the year/period |
| — |
| — |
Additional provisions |
| — |
| ( |
Write-off |
| — |
| — |
At the end of the year/period |
| — |
| ( |
4. | Property and equipment, net |
Property and equipment, net consists of the following:
As of | As of | |||
December 31, | September 30, | |||
| 2022 |
| 2023 | |
RMB | RMB | |||
Cost(1): |
|
|
|
|
Leasehold improvements |
| |
| |
Equipment, fixture and furniture, and other fixed assets |
| |
| |
Total cost |
| |
| |
Less: accumulated depreciation |
| ( |
| ( |
Property and equipment, net |
| |
| |
(1) | During the nine months ended September 30, 2023, the Group recognized impairment loss in the amount of RMB |
Depreciation expense recognized for the nine months ended September 30, 2022 and 2023 was RMB
5. | Intangible assets, net |
Intangible assets, net, consist of the following:
As of | As of | |||
December 31, | September 30, | |||
| 2022 |
| 2023 | |
RMB | RMB | |||
Purchased software |
| |
| |
Total cost |
| |
| |
Less: accumulated amortization |
| ( |
| ( |
Intangible assets, net |
| |
| |
Amortization expense recognized for the nine months ended September 30, 2022 and 2023 was RMB
F-11
Estimated amortization expense of the existing intangible assets is as follows:
RMB | ||
Three months ending December 31, 2023 |
| |
2024 |
| |
2025 |
| |
2026 |
| |
2027 |
| |
Thereafter | | |
Total |
| |
6. | Lease |
As of September 30, 2023, the Group operated
Right-of-use assets and lease liabilities are recognized upon lease commencement for operating leases. Variable lease payments that do not depend on a rate or index are expensed as incurred. The Group has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less and the Group recognizes lease expense for these leases on a straight-line basis over the lease term. In addition, the Group has elected not to separate non-lease components (e.g., common area maintenance fees) from the lease components.
In limited cases, the Group sublease certain hotels areas to third parties. Income from sublease agreements with third parties are included in retail revenues and others, within the condensed consolidated statements of comprehensive income.
Supplemental Balance Sheet
As of | As of | |||
December 31, | September 30, | |||
2022 | 2023 | |||
| RMB | RMB | ||
Assets |
|
| ||
Operating lease right-of-use assets |
| | | |
Liabilities |
|
|
| |
Current |
|
|
| |
Operating lease liabilities |
| | | |
Non-current |
|
|
| |
Operating lease liabilities |
| | | |
Total lease liabilities |
| | |
Summary of Lease Cost
| For the nine months ended September 30, |
| ||||
| 2022 | 2023 |
| Account Classification | ||
| RMB | RMB | ||||
Operating lease cost |
| | |
| Hotel operating costs, Other operating costs | |
Variable lease cost(1) |
| ( | ( |
| Hotel operating costs, Other operating costs | |
Sublease income |
| ( | ( |
| Retail revenues and others | |
Total lease cost |
| | |
|
|
(1) | The Group was granted RMB |
F-12
hotel business was adversely impacted. The Group applied the interpretive guidance in a FASB staff Q&A document issued in April 2020 and elected: (1) not to evaluate whether a concession received in response to the COVID-19 pandemic is a lease modification and (2) to assume such concession was contemplated as part of the existing lease contract with no contract modification. Such concession was recognized as negative variable lease cost in the period the concession was granted.
Supplemental Cash Flow Information
For the nine months ended September 30, | ||||
2022 | 2023 | |||
| RMB | RMB | ||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | | | ||
Decrease in right-of-use assets and lease liabilities as a result of lease modification |
| — | ( |
| As of December 31, | As of September 30, | |||
2022 | 2023 | ||||
Lease term and Discount Rate | |||||
Weighted-average remaining lease term (years) | |||||
Operating leases |
| ||||
Weighted-average discount rate | |||||
Operating leases |
| % | % |
Summary of Future Lease Payments and Lease Liabilities
Maturities of operating lease liabilities as of September 30, 2023 were as follows:
| Total | |
RMB | ||
Three months ending December 31, 2023 |
| |
2024 |
| |
2025 |
| |
2026 |
| |
2027 | | |
Thereafter |
| |
Total undiscounted lease payment |
| |
Less: imputed interest(a) |
| ( |
Present value of lease liabilities |
| |
(a) | As the Group’s leases do not provide an implicit rate, the Group uses its incremental borrowing rate based on the information available at the lease commencement date in determining the imputed interest and present value of lease payments. The incremental borrowing rate on January 1, 2022 was used for operating leases that commenced prior to that date. |
7. | Income tax |
The income tax expense for the nine months ended September 30, 2022 and 2023 was RMB
The income tax expense for the nine months ended September 30, 2023 reported in the condensed consolidated statements of comprehensive income differ from the amount computed by applying the PRC statutory income tax rate to income before income taxes, which is primarily due to non-deductible share-based compensation expenses.
The income tax expense for the nine months ended September 30, 2022 reported in the condensed consolidated statements of comprehensive income differ from the amount computed by applying the PRC statutory income tax rate to income before income
F-13
taxes, which is primarily due to the valuation allowance provided for the deferred tax assets of certain PRC subsidiaries, which were in cumulative loss positions.
8. | Accrued expenses and other payables |
Accrued expenses and other payables consist of the following:
| As of | As of | ||
December 31, | September 30, | |||
2022 | 2023 | |||
| RMB |
| RMB | |
Payments received on behalf of manachised hotels(i) |
| |
| |
Deposits | | | ||
VAT and other taxes payable |
| |
| |
Payable for purchase of property and equipment |
| |
| |
Others |
| |
| |
Total |
| |
| |
(i) | The amount represents the payments collected or to be collected from customers or travel agencies on behalf of the franchisees for the reservation of manachised hotels. |
9. | Borrowings |
Borrowings consist of the following:
| As of | As of | ||
December 31, | September 30, | |||
2022 | 2023 | |||
| RMB |
| RMB | |
Short-term borrowings: |
|
|
|
|
Bank loans(i) |
| |
| |
Loan from third parties |
| |
| — |
Total |
| |
| |
Current portion of long-term borrowings: |
|
|
|
|
Bank loans(i) |
| |
| — |
Total |
| |
| — |
Long-term borrowings, non-current portion: |
|
|
|
|
Loan from third parties |
| |
| |
Total |
| |
| |
(i) | As of September 30, 2023, the Group had several credit facilities with third party banks under which the Group can borrow up to RMB |
The weighted average interest rates of borrowings as of September 30, 2023 were
The aggregate maturities of the above borrowings for each for the five years and thereafter subsequent to September 30, 2023 are as follows:
Three months ending December 31, 2023 |
| |
2024 |
| — |
2025 |
| |
2026 |
| |
2027 and thereafter |
| |
Total |
| |
F-14
10. | Other non-current liabilities |
Other non-current liabilities consist of the following:
As of | As of | |||
December 31, | September 30, | |||
2022 | 2023 | |||
| RMB |
| RMB | |
Deposits received from franchisees |
| |
| |
Asset retirement obligations |
| |
| |
Others |
| |
| |
Total |
| |
| |
11. | Revenue |
(a) | Disaggregation of revenue |
For the nine months ended September 30, | ||||
2022 | 2023 | |||
| RMB |
| RMB | |
Upfront franchise fees |
| |
| |
Continuing franchise fees |
| |
| |
Sales of hotel supplies and other products |
| |
| |
Other transactions with the franchisees |
| |
| |
Manachised hotels revenues |
| |
| |
Room revenues |
| |
| |
Food and beverage revenues |
| |
| |
Others |
| |
| |
Leased hotels revenues |
| |
| |
Retail revenues |
| |
| |
Others |
| |
| |
Total |
| |
| |
No geographical information is presented as the operations, customers and long-lived assets of the Group are all located in the PRC.
(b) | Contract balances |
i)The following table provides information about accounts receivable from contracts with customers.
| As of December 31, | As of September 30, | ||
2022 | 2023 | |||
RMB | RMB | |||
Accounts receivable |
| |
| |
Less: allowance for doubtful accounts |
| ( |
| ( |
Accounts receivable, net |
| |
| |
F-15
Changes in the allowance for doubtful accounts is as follows:
As of December 31, | As of September 30, | |||
| 2022 |
| 2023 | |
| RMB |
| RMB | |
At the beginning of the year/period |
| |
| |
Cumulative effect of the adoption of ASU 2016-13 | — | | ||
Allowance made during the year/period |
| |
| |
At the end of the year/period |
| |
| |
ii)The following table provides information about contracts assets:
As of December 31, | As of September 30, | |||
| 2022 |
| 2023 | |
RMB | RMB | |||
Current |
| |
| |
Non-current |
| |
| |
Subtotal | | | ||
Less: allowance for doubtful accounts | — | ( | ||
Total contract assets |
| |
| |
The contract assets as of December 31, 2022 and September 30, 2023 were related to the Group’s right to consideration for hotel renovation services provided to franchisees to convert their buildings suitable for hotel use. The fees for the renovation services are billed and collected by the Group on monthly basis.
iii)The following table provides information about deferred revenue from contracts with customers.
As of December 31, | As of September 30, | |||
| 2022 |
| 2023 | |
RMB | RMB | |||
Current |
| |
| |
Non-current |
| |
| |
Contract liabilities |
| |
| |
The deferred revenue balances above as of December 31, 2022 and September 30, 2023 were comprised of the following:
As of December 31, | As of September 30, | |||
| 2022 |
| 2023 | |
RMB | RMB | |||
Upfront franchise fees |
| |
| |
Advances from sales of hotel supplies and other products |
| |
| |
Loyalty program |
| |
| |
Others |
| |
| |
Deferred revenue |
| |
| |
The Company recognized revenues of RMB
(c) | Revenue allocated to remaining performance obligation |
Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods.
As of December 3
F-16
The Group has elected, as a practical expedient, not to disclose the transaction price allocated to unsatisfied or partially unsatisfied performance obligations that are part of a contract that has an original expected duration of
(d) | Contract costs |
Contract costs capitalized as of December 31, 2022 and September 30, 2023 relate to the incremental sales commissions paid to the Group’s sales personnel whose selling activities resulted in customers entering into franchise and management agreements with the Group. Contract costs are recognized as part of selling and marketing expenses in the consolidated statements of comprehensive income in the period in which revenue from the franchise fees is recognized. The amount of capitalized costs recognized in the condensed consolidated statements of comprehensive income for the nine months ended September 30, 2022 and 2023 were RMB
12. | Net income per ordinary share |
Basic and diluted net income per ordinary share for the nine months ended September 30, 2022 and 2023 are calculated as follow:
For the nine months ended September 30, | |||||
| 2022 |
| 2023 |
| |
RMB | RMB | ||||
Numerator: |
|
|
|
|
|
Net income attributable to the Company |
| |
| |
|
Denominator: |
|
|
|
|
|
Weighted average number of ordinary shares (for basic calculation) |
| | | ||
Effect of dilutive share-based awards |
| — | (i) | | (ii) |
Weighted average number of ordinary shares and dilutive potential ordinary shares outstanding (for diluted calculation) |
| | |
| |
Basic net income per ordinary share (in RMB) |
| |
| |
|
Diluted net income per ordinary share (in RMB) |
| |
| |
|
(i) | For the nine months ended September 30, 2022, |
(ii) | For the nine months ended September 30, 2023, |
13. | Share based compensation |
In accordance with the share incentive plan adopted in 2017 (“2017 Share Incentive Plan”),
Under the 2017 Share Incentive Plan, share options granted contain a performance condition such that the awards only vest upon the completion of a Qualified IPO. For employees who terminate the employment before the completion of a Qualified IPO, the share options granted are forfeited upon the termination of employment. Options granted under the 2017 Share Incentive Plan are valid and effective for
In March 2021, the Company’s board of directors approved a new share incentive plan (“Public Company Plan”),
Under the Public Company Plan, share options granted prior to the IPO either 1) vest upon the completion of a Qualified IPO or 2) have a graded vesting schedules in
F-17
either vest upon grant or vest by a graded vesting schedule in
A summary of activities of the share options for the nine months ended September 30, 2023 is presented below:
|
| Weighted |
|
| Aggregate | |||
Number of | average | Weighted remaining | intrinsic | |||||
share options | exercise price per share | contractual years | value | |||||
RMB | RMB | |||||||
Outstanding at January 1, 2023 |
| |
| |
|
| | |
Grant |
| |
| |
|
|
|
|
Forfeiture |
| ( |
| |
|
| ||
Exercise | ( | | ||||||
Outstanding at September 30, 2023 |
| |
| |
|
| | |
Exercisable as of September 30, 2023 |
| |
| |
|
| |
The fair value of the share options granted is estimated on the date of grant using the binomial option pricing model with the following assumptions used.
For the nine months ended | |||
September 30, | |||
| 2023 |
| |
Risk-free rate of return(1) |
| % | |
Volatility(2) |
| % | |
Expected dividend yield(3) |
| % | |
Fair value of ordinary share (in RMB)(4) |
| ||
Exercise Multiple(5) |
| ||
Expected term(6) |
|
(1) | Risk-free rate was estimated based on the yield of USD Treasury Strips for share options granted under the Public Company Plan as of the valuation date for a term consistent with the option life. |
(2) | Expected volatility was assumed based on the historical volatility of the Company’s comparable companies in the period equal to the expected term of each grant. |
(3) | The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the share options. |
(4) | The fair value of the underlying ordinary share is the closing price of the Company's ordinary shares traded in the open market as of the grant date. |
(5) | The expected exercise multiple was estimated as the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employee exercise history, it was estimated by referencing to a widely accepted academic research publication. |
(6) | The expected term is the contract life of the option from grant date. |
For the nine months ended September 30, 2022, the Group did not recognize any share-based compensation expenses for the share options granted as all awards contain a performance condition which is contingent upon the completion of a Qualified IPO and is not considered probable until the event happens.
For the nine months ended September 30, 2023, the Group recognized RMB
F-18
A summary of share-based compensation expenses recognized for the nine months ended September 30, 2023 is presented below:
| For the nine months ended | |
September 30, 2023 | ||
RMB | ||
Hotel operating costs | | |
Selling and marketing expenses |
| |
General and administrative expenses |
| |
Total |
| |
14. | Equity |
(a) | Ordinary shares |
In connection with the Company’s IPO in November 2022, the Company issued
(b)Distribution to shareholders
In August 2023, the company declared a cash dividend of US$
15. | Related party transactions |
In addition to the related party information disclosed elsewhere in the condensed consolidated financial statements, the Group entered into the following material related party transactions.
Name of party |
| Relationship |
|
Trip.com Group Ltd. and its subsidiaries(collectively referred to as “Trip.com Group”) | Ultimate parent of a principal |
(a) | Major transactions with related parties |
For the nine months ended September 30, | ||||
2022 |
| 2023 | ||
| RMB |
| RMB | |
Hotel reservation payments collected on behalf of the Group(1) |
|
|
| |
Trip.com Group |
| | | |
Hotel reservation service fees(2) | ||||
Trip.com Group |
| | |
(1) | Hotel reservation payments collected on behalf of the Group represent room and service fee from manachised hotels and room fee from leased hotels. |
(2) | Hotel reservation service fees represent service fee from leased hotels. |
Trip.com Group has rendered online travel agency reservation services to the Group in exchange for certain hotel reservation service fees.
F-19
(b) | Balances with related parties |
| As of | As of | ||
December 31, | September 30, | |||
2022 | 2023 | |||
| RMB |
| RMB | |
Amounts due from related parties |
|
| ||
Trip.com Group |
| |
| |
Amounts due to related parties | ||||
Trip.com Group |
| |
| |
16. | Contingencies |
(a) | Capital commitments |
As of September 30, 2023, the Group’s commitments related to leasehold improvements and installation of equipment for hotel operations was RMB
(b) | Litigation and contingencies |
The Group and its operations from time to time are, and in the future may be, parties to or targets of lawsuits, claims, investigations, and proceedings, including but not limited to non-compliance respect to licenses and permits, franchise and management agreements and lease contracts, which are handled and defended in the ordinary course of business.
17. | Changes in shareholders’ equity |
|
|
|
|
|
|
|
| Total |
|
| ||||||||||
Retained | Accumulated | equity | ||||||||||||||||||
Additional | earnings | other | attributable | Non- | ||||||||||||||||
paid-in | (Accumulated | comprehensive | to shareholders | controlling | Total | |||||||||||||||
Class A Ordinary shares | Class B Ordinary shares | capital | Deficit) | income (loss) | of the Company | interests | shareholders’ equity | |||||||||||||
Number of | Number of | |||||||||||||||||||
Shares | RMB | Shares | RMB | RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||
Balance at January 1, 2022 |
| |
| |
| |
| |
| |
| ( |
| ( |
| |
| ( |
| |
Profit (loss) for the period |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| |
| ( |
| |
Other comprehensive income |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
| — |
| |
Total comprehensive income |
| — |
| — |
| — |
| — |
| — |
| |
| |
| |
| ( |
| |
Acquisition of non-controlling interest |
| — |
| — |
| — |
| — |
| ( |
| — |
| — |
| ( |
| |
| ( |
Balance at September 30, 2022 |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Total | ||||||||||||||||||||
Retained | Accumulated | equity | ||||||||||||||||||
|
|
| earnings |
| other |
| attributable |
| Non- |
| ||||||||||
Additional | (Accumulated | comprehensive | to shareholders | controlling | Total | |||||||||||||||
Class A Ordinary shares | Class B Ordinary shares | Paid-in capital | Deficit) | income (loss) | of the Company | interests | shareholders’ equity | |||||||||||||
| Number of |
| Number of |
| ||||||||||||||||
Shares | RMB | Shares | RMB | RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||
Balance at January 1, 2023 | | | | | | ( | ( | | ( | | ||||||||||
Cumulative effect of the adoption of ASU 2016-13 | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||
Profit for the period | — | — | — | — | — | | — | | | | ||||||||||
Other comprehensive income | — | — | — | — | — | — | | | — | | ||||||||||
Total comprehensive income | — | — | — | — | — | | | | | | ||||||||||
Exercise of stock option | | | — | — | | — | — | | — | | ||||||||||
Share based compensation | — | — | — | — | | — | — | | — | | ||||||||||
Distribution to shareholders (note 14(b)) | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||
Balance at September 30, 2023 | |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
F-20