Report of Foreign Issuer (6-k)
May 01 2020 - 3:02PM
Edgar (US Regulatory)
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 May, 2020
Commission File Number: 001-34656
Huazhu Group Limited
(Translation of registrants name into English)
No. 2266
Hongqiao Road
Changning District
Shanghai 200336
Peoples Republic of China
(86) 21 6195-2011
(Address of principal executive office)
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 ☒ 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): ☐
Huazhu Group Limited (the Company) completed the acquisition of all shares of Steigenberger
Hotels Aktiengesellschaft (Deutsche Hospitality) on January 2, 2020. The financial statements of Deutsche Hospitality for the year ended December 31, 2019 were prepared in accordance with the International Financial Reporting
Standards, or IFRS, as issued by the International Accounting Standards Board. The unaudited pro forma condensed combined financial information included in Exhibit 99.2 to this report on Form 6-K has been
prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles, or U.S. GAAP. The unaudited pro forma condensed combined financial information is based on certain assumptions and pro forma
adjustments, which are preliminary and subject to further revisions as additional information becomes available and additional analyses are performed, including the final assessment of the determination of differences between IFRS and U.S. GAAP, and
of the application of purchase price adjustments, and which have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. The table below sets forth the reconciliation of EBITDA to unaudited net
loss extracted from the unaudited pro forma condensed combined financial information, which is the most directly comparable U.S. GAAP measure, for the year ended December 31, 2019 of Deutsche Hospitality:
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Year Ended
December 31,
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2019
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(EUR in millions)
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Unaudited net loss attributable to Deutsche Hospitality (U.S. GAAP)
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(2
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Interest income
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(0
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Interest expense
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13
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Income tax expense
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3
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Depreciation and amortization
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28
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EBITDA (Non-GAAP)
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42
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Note:
The Company uses earnings before interest income, interest expense, income tax expense (benefit) and depreciation and amortization, or EBITDA, a non-GAAP financial measure, to assess Deutsche Hospitalitys results of operations before the impact of investing and financing transactions and income taxes. Given the significant investments that Deutsche
Hospitality has made in leasehold improvements, depreciation and amortization expense comprises a significant portion of Deutsche Hospitalitys cost structure. The Company believes that EBITDA is widely used by other companies in the lodging
industry and may be used by investors as a measure of Deutsche Hospitalitys financial performance.
The presentation of EBITDA should not be
construed as an indication that future results of Deutsche Hospitality will be unaffected by other charges and gains that Company considers to be outside the ordinary course of Deutsche Hospitalitys business. The use of EBITDA has certain
limitations. Depreciation and amortization expense, income tax, interest income and interest expense have been and will be incurred and are not reflected in the presentation of EBITDA. Each of these items should also be considered in the overall
evaluation of the results of Deutsche Hospitality. Additionally, EBITDA does not consider capital expenditures or other investing activities and should not be considered as a measure of Deutsche Hospitalitys liquidity.
The term EBITDA is not defined under U.S. GAAP or IFRS, and EBITDA is not a measure of net income, operating income, operating performance or liquidity
presented in accordance with U.S. GAAP or IFRS. When assessing the operating and financial performance of Deutsche Hospitality, you should not consider these data in isolation or as a substitute for its net income, operating income or any other
operating performance measure that is calculated in accordance with U.S. GAAP. In addition, EBITDA of Deutsche Hospitality 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 the Company does for Deutsche Hospitality.
SIGNATURES
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.
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Huazhu Group Limited
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(Registrant)
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Date: May 1, 2020
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By:
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/s/ Qi Ji
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Name:
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Qi Ji
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Title:
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Executive Chairman of the Board of Directors,
Chief Executive Officer
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