SEC Form 6-K filed by YXT.COM GROUP HOLDING LIMITED
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 2024
Commission file number: 001-42209
YXT.COM GROUP HOLDING LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Room 501-502, No. 78 East Jinshan Road
Huqiu District, Suzhou
Jiangsu, 215011, People’s Republic of China
+86 (512) 6689 9881
(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 ☒ Form 40-F ☐
YXT.COM Reports Unaudited Financial Results for the First Six Months of 2024
Financial Results for the First Six Months of 2024
Revenues
Revenues were RMB165.8 million (US$22.8 million), compared with RMB238.1 million in the same period of last year.
| · | Revenues from corporate learning solutions were RMB164.5 million (US$22.6 million), compared with RMB228.2 million in the same period of last year. |
| o | Revenues from subscription based corporate learning solutions were RMB151.9 million (US$20.9 million), compared with RMB196.5 million in the same period of last year. The change was primarily due to (i) the deconsolidation of CEIBS Publishing Group Limited (the “CEIBS PG”) effective on January 15, 2024, resulting in a decrease of RMB29.4 million; and (ii) a net impact of RMB15.2 million from operational adjustments, due to (1) our strategic suspension of certain ancillary online teaching tools; and (2) our business expansion strategy to focus on large enterprises with strong and steady demand for corporate learning solutions, leading to the deselection of some small and medium-sized customers and therefore the decrease in the number of our subscription customers during the same periods. |
| o | Revenues from non-subscription based corporate learning solutions were RMB12.6 million (US$1.7 million), compared with RMB31.7 million in the same period of last year. The change was primarily due to (i) the deconsolidation of CEIBS PG effective on January 15, 2024, resulting in a decrease of RMB14.4 million; and (ii) reduced offline activities reflecting our strategic shift towards subscription-based corporate learning solutions. |
| · | Revenues from others were RMB1.3 million (US$0.2 million), compared with RMB9.9 million in the same period of last year. The change primarily reflects fewer customized software projects completed in the six months ended June 30, 2024, aligning with our strategic focus on corporate learning solutions. |
Cost of revenues
Cost of revenues was RMB64.4 million (US$8.9 million), compared with RMB86.2 million in the same period of 2023, representing a decrease of 25.2%, mainly due to (i) the deconsolidation of CEIBS PG effective on January 15, 2024, resulting in a decrease of RMB14.2 million; (ii) lower instructor compensation costs due to reduced offline activities, aligning with our strategic shift towards subscription-based corporate learning solutions; and (iii) decreased staff expenses and third-party infrastructure costs through operational optimization.
Sales and marketing expenses
Sales and marketing expenses were RMB71.6 million (US$9.8 million), compared with RMB115.2 million in the same period of last year, representing a decrease of 37.9%, mainly due to (i) the deconsolidation of CEIBS PG effective on January 15, 2024, resulting in a decrease of RMB25.0 million; and (ii) reduced compensation and incentives through human resources optimization.
Research and development expenses
Research and development expenses were RMB59.8 million (US$8.2 million), compared with RMB94.1 million in the same period of 2023, representing a decrease of 36.5%, mainly due to (i) the deconsolidation of CEIBS PG effective on January 15, 2024, resulting in a decrease of RMB14.1 million; and (ii) reduced compensation through human resources optimization.
General and administrative expenses
General and administrative expenses were RMB45.0 million (US$6.2 million), compared with RMB81.3 million in the same period of 2023, representing a decrease of 44.6%, mainly due to (i) the deconsolidation of CEIBS PG effective on January 15, 2024, resulting in a decrease of RMB9.1 million; (ii) a RMB14.0 million decrease in share-based compensation following completion of certain share-based incentives amortization; and (iii) reduced professional fees.
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Net (loss)/income and adjusted net loss
Net income was RMB21.4 million (US$2.9 million), compared with a net loss of RMB148.8 million in the same period of last year. Adjusted net loss was RMB75.3 million (US$10.4 million), compared with an adjusted net loss of RMB108.1 million in the same period of last year.
Loss per share
Basic and diluted net loss per share was RMB3.82 (US$0.53), compared with basic and diluted net loss per share of RMB7.02 in the same period of last year.
Balance Sheet
As of June 30, 2024, the Company had cash and cash equivalents, restricted cash, short-term investments and long-term bank deposits of RMB449.8 million (US$61.9 million), compared with RMB496.2 million as of December 31, 2023.
Non-GAAP Financial Measures
In evaluating our business, we consider and use adjusted net loss as a supplemental non-GAAP measure to review and assess our operating performance. Adjusted net loss is net loss excluding amortization of incremental intangible assets resulting from business combination, gain on deconsolidation of CEIBS PG, share-based compensation, change in fair value of derivative liabilities, net of income taxes, to the extent applicable. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We present the non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. We also believe that the use of the non-GAAP measure facilitates investors’ assessment of our operating performance.
The non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as analytical tools. One of the key limitations of using the non-GAAP financial measure is that it does not reflect all items of income and expense that affect our operations. Further, the non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore its comparability may be limited. We compensate for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure.
Exchange Rate Information
This announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at the rate of RMB7.2672 to US$1.00, the exchange rate on June 28, 2024, set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the Renminbi or U.S. dollars amounts referred to could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.
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Safe Harbor Statements
This press release 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. 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.
About YXT.com
As a technology company, YXT.com provides corporations with digital corporate learning solutions, including SaaS platforms, learning content, and other services. YXT.com is a leader and disruptor of the digital corporate learning industry in China. Established in 2011, YXT.com has supported Fortune 500 companies and other leading companies with their transformation and digitalization of learning and development, and has received recognition, respect and recurring business.
Contact
Robin Yang
ICR, LLC
[email protected]
+1 (646) 405-4883
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YXT.COM GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND JUNE 30, 2024
(All amounts in thousands, except for share and per share data, unless otherwise noted)
| As of December 31, | As of June 30, | |||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | 320,489 | 271,914 | 37,417 | |||||||||
| Restricted Cash | - | 156 | 21 | |||||||||
| Short-term investments | 58,128 | 177,701 | 24,452 | |||||||||
| Accounts receivable, net | 32,790 | 18,896 | 2,600 | |||||||||
| Prepaid expenses and other current assets | 12,028 | 8,482 | 1,167 | |||||||||
| Amounts due from related parties | - | 2,000 | 275 | |||||||||
| Total current assets | 423,435 | 479,149 | 65,932 | |||||||||
| Non-current assets: | ||||||||||||
| Property, equipment and software, net | 23,402 | 18,004 | 2,477 | |||||||||
| Intangible assets, net | 12,720 | 10,130 | 1,394 | |||||||||
| Goodwill | 164,113 | 163,837 | 22,545 | |||||||||
| Long-term investments | 126,341 | 121,558 | 16,727 | |||||||||
| Operating lease right-of-use assets, net | 34,997 | 23,330 | 3,210 | |||||||||
| Other non-current assets | 22,265 | 20,472 | 2,817 | |||||||||
| Long-term bank deposits | 117,573 | - | - | |||||||||
| Total non-current assets | 501,411 | 357,331 | 49,170 | |||||||||
| Total assets | 924,846 | 836,480 | 115,102 | |||||||||
| LIABILITIES, MEZZANINE AND SHAREHOLDERS’ DEFICIT | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | 17,855 | 7,337 | 1,010 | |||||||||
| Amounts due to related parties | - | 1,143 | 157 | |||||||||
| Short-term borrowings | 46,800 | 232,000 | 31,924 | |||||||||
| Deferred revenue, current | 188,485 | 111,734 | 15,375 | |||||||||
| Acquisition consideration payable | 14,775 | 14,775 | 2,033 | |||||||||
| Other payable and accrued liabilities | 89,937 | 56,166 | 7,727 | |||||||||
| Derivative liabilities | 100,279 | 78,545 | 10,808 | |||||||||
| Operating lease liabilities, current | 15,818 | 8,406 | 1,157 | |||||||||
| Total current liabilities | 473,949 | 510,106 | 70,191 | |||||||||
| Non-current liabilities | ||||||||||||
| Long-term borrowings | 219,000 | 120,500 | 16,581 | |||||||||
| Operating lease liabilities, non-current | 20,257 | 14,648 | 2,016 | |||||||||
| Deferred revenue, non-current | 58,952 | 52,163 | 7,178 | |||||||||
| Total non-current liabilities | 298,209 | 187,311 | 25,775 | |||||||||
| Total liabilities | 772,158 | 697,417 | 95,966 | |||||||||
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YXT.COM GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND JUNE 30, 2024
(All amounts in thousands, except for share and per share data, unless otherwise noted)
| As of December 31, | As of June 30, | |||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| Mezzanine equity | ||||||||||||
| Series A convertible redeemable preferred shares (US$0.0001 par value, 15,040,570 shares authorized, issued and outstanding as of December 31, 2023 and June 30, 2024) | 408,139 | 425,049 | 58,489 | |||||||||
| Series B convertible redeemable preferred shares (US$0.0001 par value, 7,085,330 shares authorized, issued and outstanding as of December 31, 2023 and June 30, 2024) | 199,518 | 206,674 | 28,439 | |||||||||
| Series C convertible redeemable preferred shares (US$0.0001 par value, 23,786,590 shares authorized, issued and outstanding as of December 31, 2023 and June 30, 2024) | 493,788 | 506,906 | 69,753 | |||||||||
| Series D convertible redeemable preferred shares (US$0.0001 par value, 37,152,161 shares authorized, issued and outstanding as of December 31, 2023 and June 30, 2024) | 1,059,434 | 1,115,303 | 153,471 | |||||||||
| Series E convertible redeemable preferred shares (US$0.0001 par value, 26,417,318 shares authorized, issued and outstanding as of December 31, 2023 and June 30, 2024) | 1,402,802 | 1,520,053 | 209,166 | |||||||||
| Total mezzanine equity | 3,563,681 | 3,773,985 | 519,318 | |||||||||
| Shareholders’ deficit | ||||||||||||
| Ordinary shares (US$0.0001 par value 390,518,031 shares authorized as of December 31, 2023 and June 30, 2024; 48,253,425 shares issued and outstanding as of December 31, 2023 and June 30, 2024) | 33 | 33 | 5 | |||||||||
| Additional paid-in capital | 16,671 | - | - | |||||||||
| Statutory reserve | 4,322 | - | - | |||||||||
| Accumulated other comprehensive income | 23,775 | 19,558 | 2,691 | |||||||||
| Accumulated deficit | (3,490,681 | ) | (3,654,513 | ) | (502,878 | ) | ||||||
| Total YXT.COM Group Holding Limited shareholders’ deficit | (3,445,880 | ) | (3,634,922 | ) | (500,182 | ) | ||||||
| Non-controlling interests | 34,887 | - | - | |||||||||
| Total shareholders’ deficit | (3,410,993 | ) | (3,634,922 | ) | (500,182 | ) | ||||||
| Total liabilities, mezzanine equity and shareholders’ deficit | 924,846 | 836,480 | 115,102 | |||||||||
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YXT.COM GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024
(All amounts in thousands, except for share and per share data, unless otherwise noted)
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| Revenues: | ||||||||||||
| Corporate learning solutions | 228,218 | 164,420 | 22,625 | |||||||||
| Others | 9,891 | 1,336 | 184 | |||||||||
| Total revenues | 238,109 | 165,756 | 22,809 | |||||||||
| Cost of revenues | (86,164 | ) | (64,419 | ) | (8,864 | ) | ||||||
| Sales and marketing expenses | (115,203 | ) | (71,569 | ) | (9,848 | ) | ||||||
| Research and development expenses | (94,057 | ) | (59,772 | ) | (8,225 | ) | ||||||
| General and administrative expenses | (81,264 | ) | (44,993 | ) | (6,192 | ) | ||||||
| Other operating income | 3,597 | 1,609 | 221 | |||||||||
| Loss from operations | (134,982 | ) | (73,388 | ) | (10,099 | ) | ||||||
| Interest and investment income | 2,971 | 4,163 | 572 | |||||||||
| Interest expense | (1,193 | ) | (4,993 | ) | (687 | ) | ||||||
| Investment losses | (1,796 | ) | (4,951 | ) | (681 | ) | ||||||
| Gain on deconsolidation of CEIBS Publishing Group | - | 78,760 | 10,838 | |||||||||
| Foreign exchange (loss)/gain, net | (238 | ) | 33 | 5 | ||||||||
| Change in fair value of derivative liabilities | (16,060 | ) | 21,735 | 2,991 | ||||||||
| (Loss)/income before income tax expense | (151,298 | ) | 21,359 | 2,939 | ||||||||
| Income tax benefit | 2,466 | - | - | |||||||||
| Net (loss)/income | (148,832 | ) | 21,359 | 2,939 | ||||||||
| Net loss attributable to non-controlling interests shareholders | 5,212 | 300 | 41 | |||||||||
| Net (loss)/income attributable to YXT.COM Group Holding Limited | (143,620 | ) | 21,659 | 2,980 | ||||||||
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YXT.COM GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024
(All amounts in thousands, except for share and per share data, unless otherwise noted)
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| Net (loss)/income attributable to YXT.COM Group Holding Limited | (143,620 | ) | 21,659 | 2,980 | ||||||||
| Net accretion of convertible redeemable preferred shares | (196,041 | ) | (204,364 | ) | (28,121 | ) | ||||||
| Deemed dividend to preferred shareholders due to modification | - | (5,940 | ) | (817 | ) | |||||||
| Net loss attributable to ordinary shareholders of YXT.COM Group Holding Limited | (339,661 | ) | (188,645 | ) | (25,958 | ) | ||||||
| Net (loss)/income | (148,832 | ) | 21,359 | 2,939 | ||||||||
| Other comprehensive (loss)/income | ||||||||||||
| Foreign currency translation | 6,236 | 1,191 | 164 | |||||||||
| Unrealized gain/(loss) on investments in available-for-sale debt securities, net of tax | 6,615 | (5,408 | ) | (744 | ) | |||||||
| Total comprehensive (loss)/income | (135,981 | ) | 17,142 | 2,359 | ||||||||
| Total comprehensive loss attributable to non-controlling interests | 5,212 | 300 | 41 | |||||||||
| Total comprehensive (loss)/income attributable to YXT.COM Group Holding Limited | (130,769 | ) | 17,442 | 2,400 | ||||||||
| Net loss attributable to ordinary shareholders of YXT.COM Group Holding Limited | (339,661 | ) | (188,645 | ) | (25,958 | ) | ||||||
| —Weighted average number of ordinary shares basic and diluted | 48,357,063 | 49,329,740 | 49,329,740 | |||||||||
| Net loss per share attributable to ordinary shareholders: | ||||||||||||
| —Basic and diluted | (7.02 | ) | (3.82 | ) | (0.53 | ) | ||||||
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YXT.COM GROUP HOLDING LIMITED
UNAUDITED RECONCILIATION OF GAAP AND NON-GAAP RESULTS
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024
(All amounts in thousands, except for share and per share data, unless otherwise noted)
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| Net (loss)/income | (148,832 | ) | 21,359 | 2,939 | ||||||||
| Adjustments: | ||||||||||||
| Amortization of incremental intangible assets resulting from business combination | 9,120 | - | - | |||||||||
| Gain on deconsolidation of CEIBS Publishing Group | - | (78,760 | ) | (10,838 | ) | |||||||
| Share-based compensation | 17,834 | 3,820 | 526 | |||||||||
| Change in fair value of derivative liabilities | 16,060 | (21,735 | ) | (2,991 | ) | |||||||
| Adjusted loss before income taxes | (105,818 | ) | (75,316 | ) | (10,364 | ) | ||||||
| Adjusted income taxes | (2,280 | ) | - | - | ||||||||
| Adjusted net loss | (108,098 | ) | (75,316 | ) | (10,364 | ) | ||||||
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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.
| YXT.COM GROUP HOLDING LIMITED | |||
| Date: November 26, 2024 | By: | /s/ Pun Leung Liu | |
| Name: Pun Leung Liu | |||
| Title: Chief Financial Officer | |||
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