Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 August 2024

 

Commission File Number: 001-40253

 

 

 

Zhihu Inc. 

(Registrant’s Name)

 

 

 

18 Xueqing Road

Haidian District, Beijing 100083

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 Form 20-F or Form 40-F.

 

Form 20-F x     Form 40-F ¨

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release—Zhihu Inc. Reports Unaudited Second Quarter 2024 Financial Results
99.2		Announcement—Interim Results Announcement for the Six Months Ended June 30, 2024

 

 

 

 

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.

 

	Zhihu Inc.
	By	:	/s/ Han Wang
	Name	:	Han Wang
	Title	:	Chief Financial Officer
Date: August 23, 2024

 

 

 

Exhibit 99.1

 

Zhihu Inc. Reports Unaudited Second Quarter 2024 Financial Results

 

BEIJING, China, August 23, 2024 — Zhihu Inc. (“Zhihu” or the “Company”) (NYSE: ZH; HKEX: 2390), a leading online content community in China, today announced its unaudited financial results for the quarter ended June 30, 2024.

 

Second Quarter 2024 Highlights

 

·

Total revenues were RMB933.8 million (US$128.5 million) in the second quarter of 2024, compared with RMB1,044.2 million in the same period of 2023.

 

·

Gross margin expanded to 59.6% in the second quarter of 2024 from 53.8% in the same period of 2023.

 

·

Net loss was RMB80.6 million (US$11.1 million) in the second quarter of 2024, narrowed by 71.1% from the same period of 2023.

 

·

Adjusted net loss (non-GAAP)[1] was RMB44.6 million (US$6.1 million) in the second quarter of 2024, narrowed by 79.9% from the same period of 2023.

 

·

Average monthly active users (MAUs)[2] were 80.6 million in the second quarter of 2024.

 

·

Average monthly subscribing members[3] were 14.7 million in the second quarter of 2024.

 

“Our strategic decisions and effective execution yielded impressive financial results in the second quarter of 2024,” said Mr. Yuan Zhou, chairman and chief executive officer of Zhihu. “At the same time, we made substantial strides in enhancing our core user experience, evidenced by the continued growth in user retention and DAU time spent. Building on our community’s enhanced trustworthiness, we launched Zhihu Zhida (知乎直答) in late June, marking a major advancement in our AI search initiatives. Further improvements in user retention and the positive user feedback Zhihu Zhida has received demonstrate our unique advantages and ability to capture the tremendous opportunities in this field.”

 

Mr. Han Wang, chief financial officer of Zhihu, added, “The second quarter marked our lowest quarterly loss since our U.S. IPO. During the quarter, we maintained disciplined spending while achieving a high ROI across all business lines. Additionally, we are committed to enhancing shareholder returns through various means. Moving forward, we will continue to emphasize strong strategic execution as we pursue long-term sustainable profitability.”

 

Second Quarter 2024 Financial Results

 

Total revenues were RMB933.8 million (US$128.5 million) in the second quarter of 2024, compared with RMB1,044.2 million in the same period of 2023.

 

Marketing services revenue was RMB344.0 million (US$47.3 million), compared with RMB412.7 million in the same period of 2023. The decrease was primarily due to our proactive and ongoing refinement of service offerings to strategically focus on margin improvement.

 

1

 

 

Paid membership revenue was RMB432.7 million (US$59.5 million), compared with RMB449.1 million in the same period of 2023. The slight decrease was primarily attributable to a marginal decline in our average revenue per subscribing member.

 

Vocational training revenue was RMB133.6 million (US$18.4 million), compared with RMB144.5 million in the same period of 2023. The decrease was primarily driven by lower revenue contributions from our acquired businesses.

 

Other revenues were RMB23.5 million (US$3.2 million), compared with RMB37.9 million in the same period of 2023.

 

Cost of revenues decreased by 21.8% to RMB377.3 million (US$51.9 million) from RMB482.1 million in the same period of 2023. The decrease was primarily due to reduced content and operating costs associated with the decline in our revenues.

 

Gross profit was RMB556.5 million (US$76.6 million), compared with RMB562.1 million in the same period of 2023. Gross margin expanded to 59.6% from 53.8% in the same period of 2023, primarily attributable to our monetization enhancements and improvements in our operating efficiency.

 

Total operating expenses decreased by 16.7% to RMB740.4 million (US$101.9 million) from RMB889.3 million in the same period of 2023.

 

Selling and marketing expenses decreased by 22.9% to RMB417.0 million (US$57.4 million) from RMB540.6 million in the same period of 2023. The decrease was primarily due to more disciplined promotional spending and a decrease in personnel-related expenses.

 

Research and development expenses decreased by 11.4% to RMB209.3 million (US$28.8 million) from RMB236.2 million in the same period of 2023. The decrease was primarily attributable to more efficient spending on technology innovation.

 

General and administrative expenses were RMB114.1 million (US$15.7 million), compared with RMB112.5 million in the same period of 2023.

 

Loss from operations narrowed by 43.8% to RMB183.9 million (US$25.3 million) from RMB327.2 million in the same period of 2023.

 

Adjusted loss from operations (non-GAAP)^[1] narrowed by 45.4% to RMB147.1 million (US$20.2 million) from RMB269.4 million in the same period of 2023.

 

Net loss narrowed by 71.1% to RMB80.6 million (US$11.1 million) from RMB279.1 million in the same period of 2023.

 

Adjusted net loss (non-GAAP)^[1] narrowed by 79.9% to RMB44.6 million (US$6.1 million) from RMB222.3 million in the same period of 2023.

 

2

 

 

Diluted net loss per American depositary share (“ADS”) ^[4] was RMB0.89 (US$0.12), compared with RMB2.76 in the same period of 2023.

 

Cash and cash equivalents, term deposits, restricted cash and short-term investments

 

As of June 30, 2024, the Company had cash and cash equivalents, term deposits, restricted cash and short-term investments of RMB5,061.5 million (US$696.5 million), compared with RMB5,462.9 million as of December 31, 2023.

 

Share Repurchase Programs

 

As of June 30, 2024, the Company had repurchased 31.1 million Class A ordinary shares (including Class A ordinary shares underlying the ADSs) for a total price of US$66.5 million on both the New York Stock Exchange and The Stock Exchange of Hong Kong Limited under the Company’s existing US$100 million share repurchase program (the “2022 Repurchase Program”), established in May 2022 and extended until June 26, 2025. In addition, a concurrent share repurchase program (the “2024 Repurchase Program”) was established in June 2024, effective until June 26, 2025. The maximum number of shares (including shares underlying the ADSs) that can be repurchased under the 2024 Repurchase Program, together with the remaining number of shares (including shares underlying the ADSs) that can be repurchased under the 2022 Repurchase Program, will not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as of June 26, 2024, the date of the resolution granting the general unconditional mandate to purchase the Company’s own shares approved by shareholders.

 

^[1] Adjusted loss from operations and adjusted net loss are non-GAAP financial measures. For more information on the non-GAAP financial measures, please see the section “Use of Non-GAAP Financial Measures” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 

^[2] MAUs refers to the sum of the number of mobile devices that launch our mobile apps at least once in a given month, or mobile MAUs, and the number of logged-in users who visit our PC or mobile website at least once in a given month, after eliminating duplicates.

 

^[3] Monthly subscribing members refers to the number of our Yan Selection members in a specified month. Average monthly subscribing members for a period is calculated by dividing the sum of monthly subscribing members for each month during the specified period by the number of months in such period.

 

^[4] On May 10, 2024, we effected a change in the ratio of our ADSs to Class A ordinary shares from two ADSs representing one Class A ordinary share to a new ratio of one ADS representing three Class A ordinary shares. Basic and diluted net loss per ADS have been retrospectively adjusted to reflect this ADS ratio change for all periods presented.

 

3

 

 

Conference Call

 

The Company’s management will host an earnings conference call at 8:00 p.m. U.S. Eastern Time on August 22, 2024 (8:00 a.m. Beijing/Hong Kong time on August 23, 2024).

 

All participants wishing to join the conference call must pre-register online using the link provided below. Once the pre-registration has been completed, each participant will receive a set of dial-in numbers, a passcode, and a unique registrant ID which can be used to join the conference call. Participants may pre-register at any time, including up to and after the call start time.

 

Participant Online Registration: https://dpregister.com/sreg/10191716/fd413a8bd8

 

Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at https://ir.zhihu.com.

 

A replay of the conference call will be accessible approximately one hour after the conclusion of the live call, until August 29, 2024, by dialing the following telephone numbers:

 

	United States (toll free):	[phone]
	International:	[phone]
	Replay Access Code:	4215305

 

About Zhihu Inc.

 

Zhihu Inc. (NYSE: ZH; HKEX: 2390) is a leading online content community in China where people come to find solutions, make decisions, seek inspiration, and have fun. Since the initial launch in 2010, we have grown from a Q&A community into one of the top comprehensive online content communities and the largest Q&A-inspired online content community in China. For more information, please visit https://ir.zhihu.com.

 

Use of Non-GAAP Financial Measures

 

In evaluating the business, the Company considers and uses non-GAAP financial measures, such as adjusted loss from operations and adjusted net loss, to supplement the review and assessment of its operating performance. The Company defines non-GAAP financial measures by excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisitions and the tax effects of the non-GAAP adjustments, which are non-cash expenses. The Company believes that the non-GAAP financial measures facilitate comparisons of operating performance from period to period and company to company by adjusting for potential impacts of items, which the Company’s management considers to be indicative of its operating performance. The Company believes that the non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s consolidated results of operations in the same manner as they help the Company’s management.

 

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The presentation of the non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies. The use of the non-GAAP financial measures has limitations as an analytical tool, and investors should not consider it in isolation from, or as a substitute for analysis of, our results of operations or financial condition as reported under U.S. GAAP. For more information on the non-GAAP financial measures, please see the tables captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 

4

 

 

Exchange Rate Information

 

This announcement contains translations of certain Renminbi amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at a rate of RMB7.2672 to US$1.00, the exchange rate in effect as of June 28, 2024 as set forth in the H.10 statistical release of the Federal Reserve Board.

 

Safe Harbor Statement

 

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. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

 

For investor and media inquiries, please contact:

 

In China:

 

Zhihu Inc.

Email: [e-mail]

 

Piacente Financial Communications

Helen Wu

Tel: [phone]

Email: [e-mail]

 

In the United States:

 

Piacente Financial Communications

Brandi Piacente

Phone: [phone]

Email: [e-mail]

 

5

 

 

ZHIHU INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except share, ADS, per share data and per ADS data)

 

		For the Three Months Ended																For the Six Months Ended
		June 30, 2023				March 31, 2024				June 30, 2024								June 30, 2023				June 30, 2024
		RMB				RMB				RMB				US$				RMB				RMB				US$
Revenues:
Marketing services			412,740				330,542				343,979				47,333				804,877				674,521				92,817
Paid membership			449,098				449,724				432,652				59,535				903,867				882,376				121,419
Vocational training			144,520				145,436				133,633				18,389				251,518				279,069				38,401
Others			37,851				35,161				23,546				3,240				78,167				58,707				8,078
Total revenues			1,044,209				960,863				933,810				128,497				2,038,429				1,894,673				260,715
Cost of revenues			(482,131	)			(417,384	)			(377,266	)			(51,914	)			(964,132	)			(794,650	)			(109,347	)
Gross profit			562,078				543,479				556,544				76,583				1,074,297				1,100,023				151,368
Selling and marketing expenses			(540,593	)			(477,954	)			(416,985	)			(57,379	)			(986,158	)			(894,939	)			(123,148	)
Research and development expenses			(236,245	)			(197,356	)			(209,323	)			(28,804	)			(419,205	)			(406,679	)			(55,961	)
General and administrative expenses			(112,460	)			(92,917	)			(114,107	)			(15,702	)			(212,898	)			(207,024	)			(28,487	)
Total operating expenses			(889,298	)			(768,227	)			(740,415	)			(101,885	)			(1,618,261	)			(1,508,642	)			(207,596	)
Loss from operations			(327,220	)			(224,748	)			(183,871	)			(25,302	)			(543,964	)			(408,619	)			(56,228	)
Other income/(expenses):
Investment income			11,793				16,902				21,811				3,001				17,799				38,713				5,327
Interest income			39,987				30,763				26,754				3,681				79,480				57,517				7,915
Fair value change of financial instruments			(9,016	)			9,408				31,412				4,322				(12,598	)			40,820				5,617
Exchange gains			7,076				120				289				40				1,427				409				56
Others, net			644				3,043				15,947				2,194				6,977				18,990				2,613
Loss before income tax			(276,736	)			(164,512	)			(87,658	)			(12,064	)			(450,879	)			(252,170	)			(34,700	)
Income tax (expenses)/benefits			(2,330	)			(1,284	)			7,063				972				(7,159	)			5,779				795
Net loss			(279,066	)			(165,796	)			(80,595	)			(11,092	)			(458,038	)			(246,391	)			(33,905	)
Net (income)/loss attributable to noncontrolling interests			(775	)			950				(2,144	)			(295	)			(3,158	)			(1,194	)			(164	)
Net loss attributable to Zhihu Inc.’s shareholders			(279,841	)			(164,846	)			(82,739	)			(11,387	)			(461,196	)			(247,585	)			(34,069	)
Net loss per share
Basic			(0.92	)			(0.59	)			(0.30	)			(0.04	)			(1.52	)			(0.88	)			(0.12	)
Diluted			(0.92	)			(0.59	)			(0.30	)			(0.04	)			(1.52	)			(0.88	)			(0.12	)
Net loss per ADS (One ADS represents three Class A ordinary shares)
Basic			(2.76	)			(1.76	)			(0.89	)			(0.12	)			(4.55	)			(2.65	)			(0.36	)
Diluted			(2.76	)			(1.76	)			(0.89	)			(0.12	)			(4.55	)			(2.65	)			(0.36	)
Weighted average number of ordinary shares outstanding
Basic			304,068,362				281,549,707				279,241,647				279,241,647				304,052,681				280,403,026				280,403,026
Diluted			304,068,362				281,549,707				279,241,647				279,241,647				304,052,681				280,403,026				280,403,026

 

6

 

 

ZHIHU INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

(All amounts in thousands, except share, ADS, per share data and per ADS data)

 

		For the Three Months Ended																For the Six Months Ended
		June 30, 2023				March 31, 2024				June 30, 2024								June 30, 2023				June 30, 2024
		RMB				RMB				RMB				US$				RMB				RMB				US$
Share-based compensation expenses included in:
Cost of revenues			2,146				2,497				750				103				6,546				3,247				447
Selling and marketing expenses			6,384				3,272				(6,063	)			(834	)			15,142				(2,791	)			(384	)
Research and development expenses			14,941				3,680				4,439				611				36,146				8,119				1,117
General and administrative expenses			28,976				16,363				33,515				4,612				50,531				49,878				6,863

 

7

 

 

ZHIHU INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands)

 

		As of December 31, 2023				As of June 30, 2024
		RMB				RMB				US$
ASSETS
Current assets:
Cash and cash equivalents			2,106,639				3,159,325				434,738
Term deposits			1,586,469				1,204,062				165,684
Short-term investments			1,769,822				646,321				88,937
Restricted cash			-				51,774				7,124
Trade receivables			664,615				532,929				73,333
Amounts due from related parties			18,319				41,236				5,674
Prepayments and other current assets			232,016				201,338				27,705
Total current assets			6,377,880				5,836,985				803,195
Non-current assets:
Property and equipment, net			10,849				9,670				1,331
Intangible assets, net			122,645				61,698				8,490
Goodwill			191,077				126,344				17,386
Long-term investments, net			44,621				51,176				7,042
Right-of-use assets			40,211				21,959				3,022
Other non-current assets			7,989				372				51
Total non-current assets			417,392				271,219				37,322
Total assets			6,795,272				6,108,204				840,517
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities			1,038,531				913,225				125,664
Salary and welfare payables			342,125				219,681				30,229
Taxes payables			21,394				16,967				2,335
Contract liabilities			303,574				283,465				39,006
Amounts due to related parties			26,032				10,685				1,470
Short-term lease liabilities			42,089				24,834				3,417
Short-term borrowings			-				51,774				7,124
Other current liabilities			171,743				159,014				21,881
Total current liabilities			1,945,488				1,679,645				231,126
Non-current liabilities
Long-term lease liabilities			3,642				2,071				285
Deferred tax liabilities			22,574				8,030				1,105
Other non-current liabilities			121,958				18,253				2,512
Total non-current liabilities			148,174				28,354				3,902
Total liabilities			2,093,662				1,707,999				235,028
Total Zhihu Inc.’s shareholders’ equity			4,599,810				4,312,294				593,392
Noncontrolling interests			101,800				87,911				12,097
Total shareholders’ equity			4,701,610				4,400,205				605,489
Total liabilities and shareholders’ equity			6,795,272				6,108,204				840,517

 

8

 

 

ZHIHU INC.

UNAUDITED RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands)

 

		For the Three Months Ended																For the Six Months Ended
		June 30, 2023				March 31, 2024				June 30, 2024								June 30, 2023				June 30, 2024
		RMB				RMB				RMB				US$				RMB				RMB				US$
Loss from operations			(327,220	)			(224,748	)			(183,871	)			(25,302	)			(543,964	)			(408,619	)			(56,228	)
Add:
Share-based compensation expenses			52,447				25,812				32,641				4,492				108,365				58,453				8,043
Amortization of intangible assets resulting from business acquisitions			5,365				5,365				4,115				566				8,855				9,480				1,304
Adjusted loss from operations			(269,408	)			(193,571	)			(147,115	)			(20,244	)			(426,744	)			(340,686	)			(46,881	)
Net loss			(279,066	)			(165,796	)			(80,595	)			(11,092	)			(458,038	)			(246,391	)			(33,905	)
Add:
Share-based compensation expenses			52,447				25,812				32,641				4,492				108,365				58,453				8,043
Amortization of intangible assets resulting from business acquisitions			5,365				5,365				4,115				566				8,855				9,480				1,304
Tax effects on non-GAAP adjustments			(1,069	)			(1,069	)			(756	)			(104	)			(1,669	)			(1,825	)			(251	)
Adjusted net loss			(222,323	)			(135,688	)			(44,595	)			(6,138	)			(342,487	)			(180,283	)			(24,809	)

 

9

 

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