6-K - MOMO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2022

Commission File Number: 001-36765

Hello Group Inc.

20^th^ Floor, Block B

Tower 2, Wangjing SOHO

No.1 Futongdong Street

Chaoyang District, Beijing 100102

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 ☒ 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): ☐

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.

Hello Group Inc.
By:	/s/ Hui Peng
Name:	Hui Peng
Title:	Chief Financial Officer

Date: December 8, 2022

Exhibit Index

Exhibit 99.1—Press Release

EX-99.1

Exhibit 99.1

Hello Group Inc. Announces Unaudited Financial Results for the Third Quarter of 2022

BEIJING, CHINA, December 8, 2022 – Hello Group Inc. (NASDAQ: MOMO) (“Hello Group” or the “Company”), a leading mobile social and entertainment platform in China, today announced its unaudited financial results for the third quarter of 2022.

Third Quarter of 2022 Highlights

•	Net revenues decreased by 14.0% year over year to RMB3,233.0 million (US$454.5 million^*^) in the third quarter of 2022.
•	Net income attributable to Hello Group Inc. increased to RMB450.8 million (US$63.4 million) in the third<br>quarter of 2022, from RMB403.2 million in the same period of 2021.
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•	Non-GAAP net income attributable to Hello Group Inc. (note 1) decreased<br>to RMB535.8 million (US$75.3 million) in the third quarter of 2022, from RMB571.6 million in the same period of 2021.
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•	Diluted net income per American Depositary Share (“ADS”) was RMB2.20 (US$0.31) in the third quarter of<br>2022, compared to RMB1.93 in the same period of 2021.
---	---
•	Non-GAAP diluted net income per ADS (note 1) was RMB2.60 (US$0.37) in the<br>third quarter of 2022, compared to RMB2.70 in the same period of 2021.
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•	Monthly Active Users (“MAU”) on Momo application were 108.8 million in September 2022, compared to<br>115.5 million in September 2021. MAU on Tantan application were 20.9 million in September 2022.
---	---
•	For the Momo app total paying users was 8.4 million for the third quarter of 2022, compared to<br>9.3 million for the same period last year. Tantan had 2.0 million paying users for the third quarter of 2022 compared to 2.9 million from the year ago period.
---	---

First Nine Months of 2022 Highlights

•	Net revenues decreased 12.9% year over year to RMB9,491.5 million (US$1,334.3 million) for the first nine<br>months of 2022.
•	Net income attributable to Hello Group Inc. was RMB1,086.3 million (US$152.7 million) for the first nine<br>months of 2022, compared to RMB1,329.0 million during the same period of 2021.
---	---
•	Non-GAAP net income attributable to Hello Group Inc. (note 1) was<br>RMB1,397.8 million (US$196.5 million) for the first nine months of 2022, compared to RMB1,756.2 million during the same period of 2021.
---	---
•	Diluted net income per ADS was RMB5.30 (US$0.75) for the first nine months of 2022, compared to RMB6.22 during<br>the same period of 2021.
---	---
•	Non-GAAP diluted net income per ADS (note 1) was RMB6.75 (US$0.95) for<br>the first nine months of 2022, compared to RMB8.14 during the same period of 2021.
---	---

“I am very happy to return to the CEO position. In the third quarter, thanks to product and operational enhancements, we delivered good financial results and made solid progress across all business lines.” commented Yan Tang, Chairman and CEO of Hello Group. “Such progress on the business front, coupled with the efforts to improve cost efficiency, allowed us to see meaningful bottom line improvement on a sequential basis. I am very proud of the execution capabilities that the team demonstrated in such a challenging environment.”

^*^

This press release contains translations of certain Renminbi amounts into U.S. dollars at specified rates<br>solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars, in this press release, were made at a rate of RMB7.1135 to US$1.00, the effective noon buying rate for September 30, 2022 as set<br>forth in the H.10 statistical release of the Federal Reserve Board.

Third Quarter of 2022 Financial Results

Net revenues

Total net revenues were RMB3,233.0 million (US$454.5 million) in the third quarter of 2022, a decrease of 14.0% from RMB3,759.2 million in the third quarter of 2021.

Live video service revenues were RMB1,657.5 million (US$233.0 million) in the third quarter of 2022, a decrease of 23.5% from RMB2,166.7 million during the same period of 2021. The decrease was primarily attributable to COVID related consumption softness and regulatory changes, and to a lesser extent, Tantan’s product adjustment to improve user experience in September last year and negative impact of pandemic resurgence and channel investment reduction.

Value-added service revenues mainly include virtual gift revenues and membership subscription revenues. Total value-added service revenues were RMB1,537.7 million (US$216.2 million) in the third quarter of 2022, an increase of 0.3% from RMB1,533.3 million during the same period of 2021. The year-over-year increase was primarily attributable to the rapid revenue growth from the new standalone apps. The increase was partially offset by the decrease in Tantan’s value-added service due to the demonetization process to improve user experience and retention, as well as the negative impact of COVID and the reduction of channel investments on Tantan’s user growth and paying conversion.

Mobile marketing revenues were RMB28.2 million (US$4.0 million) in the third quarter of 2022, a decrease of 34.8% from RMB43.3 million during the same period of 2021. The decrease in mobile marketing revenues was due to the negative impact of macro headwind on client’s advertising budget.

Mobile games revenues were RMB7.7 million (US$1.1 million) in the third quarter of 2022, a decrease of 4.1% from RMB8.1 million in the third quarter of 2021. The decrease in mobile game revenues was mainly due to the decrease in paying users of mobile games.

Net revenues from the Momo segment decreased from RMB3,246.3 million in the third quarter of 2021 to RMB2,891.0 million (US$406.4 million) in the third quarter of 2022, primarily due to the decrease in net revenues from live video service. Net revenues from the Tantan segment decreased from RMB510.7 million in the third quarter of 2021 to RMB341.3 million (US$48.0 million) in the third quarter of 2022, due to our demonetization strategy to improve user experience, as well as the negative impact of COVID and the reduction of channel investments on Tantan’s user growth and paying conversion.

Cost and expenses

Cost and expenses were RMB2,734.2 million (US$384.4 million) in the third quarter of 2022, a decrease of 17.6% from RMB3,319.9 million in the third quarter of 2021. The decrease was primarily attributable to: (a) a decrease in revenue sharing with broadcasters related to Momo’s core live video service and Tantan’s live video service, which was partially offset by an increase in revenue sharing with virtual gift recipients for our virtual gift service; (b) a decrease in sales and marketing expenses due to our initiatives to control cost and optimize Tantan’s channel marketing strategy; (c) a decrease in salary expenses and share-based compensation expenses, due to our continuous optimization in personnel costs since the beginning of the year and the decreased fair value of the share options new grants; (d) no production cost from television program and film compared to the third quarter of 2021; and (e) a decrease in depreciation and amortization cost due to the impairment of intangible assets in 2021.

Non-GAAP cost and expenses (note 1) were RMB2,649.2 million (US$372.4 million) in the third quarter of 2022, a decrease of 15.7% from RMB3,143.2 million during the same period of 2021.

Income fromoperations

Income from operations was RMB520.1 million (US$73.1 million) in the third quarter of 2022, compared to RMB460.5 million during the same period of 2021. Income from operations of the Momo segment was RMB569.4 million (US$80.0 million) in the third quarter of 2022, which decreased from RMB676.5 million in the third quarter of 2021. Loss from operations of the Tantan segment was RMB44.5 million (US$6.2 million) in the third quarter of 2022, compared to loss from operations of RMB179.8 million in the third quarter of 2021.

Non-GAAP income from operations (note 1) was RMB605.1 million (US$85.1 million) in the third quarter of 2022, compared to RMB637.2 million during the same period of 2021. Non-GAAP income from operations of the Momo segment was RMB648.2 million (US$91.1 million) in the third quarter of 2022, which decreased from RMB786.3 million in the third quarter of 2021. Non-GAAP loss from operations of the Tantan segment was RMB38.3 million (US$5.4 million) in the third quarter of 2022, compared to non-GAAP loss from operations of RMB112.9 million in the third quarter of 2021.

Other gain or loss, net

Other gain was RMB40.4 million (US$5.7 million) in the third quarter of 2022, which mainly resulted from the Company’s repurchase of its convertible senior notes from certain bond holders in the third quarter of 2022, partially offset by impairment loss on other long-term investments.

Income tax expenses

Income tax expenses were RMB156.0 million (US$21.9 million) in the third quarter of 2022, compared to RMB143.2 million in the third quarter of 2021. The increase was primarily due to the fact that in the third quarter of 2022, we accrued withholding income tax of RMB42.9 million (US$6.0 million) on undistributed earnings generated in the third quarter of 2022 by our wholly-foreign owned enterprise (“WFOE”), because we plan to remit WFOE’s earnings to its offshore parent company in the foreseeable future to fund its demand for US dollars in business operations, payments of dividends and debts, potential investments, share repurchase plan, etc.

Net income

Net income was RMB449.9 million (US$63.2 million) in the third quarter of 2022, compared to RMB395.9 million during the same period of 2021. Net income from the Momo segment was RMB499.6 million (US$70.2 million) in the third quarter of 2022, compared to RMB611.1 million in the same period of 2021. Net loss from the Tantan segment was RMB45.0 million (US$6.3 million) in the third quarter of 2022, compared to net loss of RMB179.0 million in the third quarter of 2021.

Non-GAAP net income (note 1) was RMB534.8 million (US$75.2 million) in the third quarter of 2022, compared to RMB564.3 million during the same period of 2021. Non-GAAP net income from the Momo segment was RMB578.4 million (US$81.3 million) in the third quarter of 2022, which decreased from RMB720.9 million in the third quarter of 2021. Non-GAAP net loss of the Tantan segment was RMB38.8 million (US$5.5 million) in the third quarter of 2022, compared to non-GAAP net loss of RMB120.5 million in the third quarter of 2021.

Net incomeattributable to Hello Group Inc.

Net income attributable to Hello Group Inc. was RMB450.8 million (US$63.4 million) in the third quarter of 2022, compared to a net income of RMB403.2 million during the same period of 2021.

Non-GAAP net income (note 1) attributable to Hello Group Inc. was RMB535.8 million (US$75.3 million) in the third quarter of 2022, compared to RMB571.6 million during the same period of 2021.

Net income per ADS

Diluted net income per ADS was RMB2.20 (US$0.31) in the third quarter of 2022, compared to RMB1.93 in the third quarter of 2021.

Non-GAAP diluted net income per ADS (note 1) was RMB2.60 (US$0.37) in the third quarter of 2022, compared to RMB2.70 in the third quarter of 2021.

Cash andcash flow

As of September 30, 2022, the Company’s cash, cash equivalents, short-term deposits, long-term deposits, short-term restricted cash and long-term restricted cash totaled RMB13,021.3 million (US$1,830.5 million), compared to RMB15,707.0 million as of December 31, 2021. The decrease was due to a number of cash outflow items, including our cash dividend payment of RMB841.0 million (US$118.2 million) to shareholders; an aggregate payment of RMB2,137.0 million (US$300.4 million) for the repurchase of the company’s convertible notes; an aggregate of RMB287.7 million (US$40.4 million) in relation to the share repurchase program; and RMB300.0 million (US$42.2 million) payment to Chinese tax authorities to repatriate cash from our WOFE in China to our offshore entity in the first nine months of 2022.

Net cash provided by operating activities in the third quarter of 2022 was RMB444.5 million (US$62.5 million), compared to RMB559.9 million in the third quarter of 2021.

First Nine Months of 2022 Financial Results

Net revenues for the first nine months of 2022 were RMB9,491.5 million (US$1,334.3 million), a decrease of 12.9% from RMB10,901.5 million in the same period of 2021.

Net income attributable to Hello Group Inc. was RMB1,086.3 million (US$152.7 million) for the first nine months of 2022, compared to RMB1,329.0 million during the same period of 2021.

Non-GAAP net income attributable to Hello Group Inc. (note 1) was RMB1,397.8 million (US$196.5 million) for the first nine months of 2022, compared to RMB1,756.2 million during the same period of 2021.

Diluted net income per ADS was RMB5.30 (US$0.75) during the first nine months of 2022, compared to RMB6.22 in the same period of 2021.

Non-GAAP diluted net income per ADS (note 1) was RMB6.75 (US$0.95) during the first nine months of 2022, compared to RMB8.14 in the same period of 2021.

Net cash provided by operating activities was RMB688.2 million (US$96.7 million) during the first nine months of 2022, compared to RMB893.7 million in the same period of 2021.

Recent Development

Execution of share repurchase program

On June 7, 2022, Hello Group’s board of directors authorized a share repurchase program under which the Company may repurchase up to US$200 million of its shares over the next 24 months. As of December 8, 2022, the Company has repurchased 12.0 million ADSs for US$56.7 million on the open market under this program, at an average purchase price of US$4.71 per ADS.

BusinessOutlook

For the fourth quarter of 2022, the Company expects total net revenues to be between RMB3.15 billion to RMB3.25 billion, representing a decrease of 14.3% to 11.5% year-over-year. This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change, particularly as to the potential impact of the COVID-19 resurgence on the Chinese and global economies, as well as on users’ paying capabilities.

Note 1: Non-GAAP measures

To supplement our consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”), we, Hello Group, use various non-GAAP financial measures that are adjusted from the most comparable GAAP results to exclude share-based compensation, impairment loss on goodwill and intangible assets, amortization of intangible assets from business acquisitions, and tax impacts related to the amortization of intangible assets from business acquisitions.

Reconciliations of our non-GAAP financial measures to our U.S. GAAP financial measures are shown in tables at the end of this earnings release, which provide more details about the non-GAAP financial measures.

Our non-GAAP financial information is provided as additional information to help investors compare business trends among different reporting periods on a consistent basis and to enhance investors’ overall understanding of the historical and current financial performance of our continuing operations and our prospects for the future. Our non-GAAP financial information should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to the GAAP results. In addition, our calculation of the non-GAAP financial measures may be different from the calculation used by other companies, and therefore comparability may be limited.

Our non-GAAP information (including non-GAAP cost and operating expenses, income (loss) from operations, net income (loss), net income (loss) attributable to Hello Group Inc., and diluted net income per ADS) is adjusted from the most comparable GAAP results to exclude share-based compensation, impairment loss on goodwill and intangible assets, amortization of intangible assets from business acquisitions, and tax impacts related to the amortization of intangible assets from business acquisitions. A limitation of using these non-GAAP financial measures is that share-based compensation, impairment loss on goodwill and intangible assets, amortization of intangible assets from business acquisitions, and tax impacts related to the amortization of intangible assets from business acquisitions have been and will continue to be for the foreseeable future significant recurring expenses in our results of operations. We compensate for such limitation by providing reconciliations of our non-GAAP measures to our U.S. GAAP measures. Please see the reconciliation tables at the end of this earnings release.

Conference Call

Hello Group’s management will host an earnings conference call on Thursday, December 8, 2022, at 8:00 a.m. U.S. Eastern Time (9:00 p.m. Beijing / Hong Kong Time on December 8, 2022).

Participants can register for the conference call by navigating to:

https://s1.c-conf.com/diamondpass/10027148-ghj92l.html.

Upon registration, each participant will receive details for the conference call, including dial-in numbers, conference call passcode and a unique access PIN. Please dial in 10 minutes before the call is scheduled to begin.

A telephone replay of the call will be available after the conclusion of the conference call through December 15, 2022. The dial-in details for the replay are as follows:

U.S. / Canada: 1-855-883-1031

Hong Kong: 800-930-639

Passcode: 10027148

Additionally, a live and archived webcast of the conference call will be available on the Investor Relations section of Hello Group’s website at https://ir.hellogroup.com.

About Hello GroupInc.

We are a leading player in China’s online social and entertainment space. Through Momo, Tantan and other properties within our product portfolio, we enable users to discover new relationships, expand their social connections and build meaningful interactions. Momo is a mobile application that connects people and facilitates social interactions based on location, interests and a variety of online recreational activities. Tantan, which was added into our family of applications through acquisition in May 2018, is a leading social and dating application. Tantan is designed to help its users find and establish romantic connections as well as meet interesting people. We also operate a number of other applications to serve different social and entertainment demands from our users.

For investor and media inquiries, please contact:

HelloGroup Inc.

Investor Relations

Phone: +86-10-5731-0538

Email: ir@hellogroup.com

Christensen

In China

Mr. Eric Yuan

Phone: +86-10-5900-1548

E-mail: eric.yuan@christensencomms.com

In U.S.

Ms. Linda Bergkamp

Phone: +1-480-614-3004

Email: linda.bergkamp@christensencomms.com

Safe HarborStatement

This news release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to our management quotes, our financial outlook for the fourth quarter of 2022, as well as the amount of, timing, methods and funding sources for repurchases of our shares under the share repurchase program.

Our forward-looking statements are not historical facts but instead represent only our belief regarding expected results and events, many of which, by their nature, are inherently uncertain and outside of our control. Our actual results and other circumstances may differ, possibly materially, from the anticipated results and events indicated in these forward-looking statements. Announced results for the third quarter of 2022 are preliminary, unaudited and subject to audit adjustment. In addition, we may not meet our financial outlook for the fourth quarter of 2022 and may be unable to grow our business in the manner planned. We may also modify our strategy for growth. Moreover, there are other risks and uncertainties that could cause our actual results to differ from what we currently anticipate, including those relating to our ability to retain and grow our user base, our ability to attract and retain sufficiently trained professionals to support our operations, our ability to anticipate and develop new services and enhance existing services to meet the demand of our users or customers, the impact of the COVID-19 pandemic on the Company’s business operations and the economy in China, the market price of the Company’s stock prevailing from time to time, the nature of other investment opportunities presented to the Company from time to time, the Company’s cash flows from operations, general economic conditions, and other factors. For additional information on these and other important factors that could adversely affect our business, financial condition, results of operations, and prospects, please see our filings with the U.S. Securities and Exchange Commission.

All information provided in this press release and in the attachments is as of the date of the press release. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, after the date of this release, except as required by law. Such information speaks only as of the date of this release.

Hello Group Inc.

Unaudited Condensed Consolidated Statement of Operations

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

	Three months Ended September 30								First nine months Ended September 30
	2021<br>RMB			2022<br>RMB			2022US		2021<br>RMB			2022<br>RMB			2022US
Net revenues:
Live video service		2,166,733			1,657,531					6,230,160			4,786,232
Value-added service		1,533,288			1,537,666					4,496,059			4,557,481
Mobile marketing		43,323			28,243					133,641			92,029
Mobile games		8,052			7,719					28,418			50,416
Other services		7,784			1,862					13,212			5,356
Total net revenues	****	3,759,180	****	****	3,233,021	****		****	****	10,901,490	****	****	9,491,514	****		****
Cost and expenses:
Cost of revenues		(2,183,337	)		(1,886,135	)		)		(6,191,911	)		(5,505,369	)		)
Research and development		(260,939	)		(245,105	)		)		(815,757	)		(733,562	)		)
Sales and marketing		(680,896	)		(467,012	)		)		(1,944,705	)		(1,666,542	)		)
General and administrative		(194,734	)		(135,933	)		)		(459,443	)		(453,514	)		)
Total cost and expenses	****	(3,319,906	)	****	(2,734,185	)		)	****	(9,411,816	)	****	(8,358,987	)		)
Other operating income		21,221			21,289					137,389			85,790
Income from operations	****	460,495	****	****	520,125	****		****	****	1,627,063	****	****	1,218,317	****		****
Interest income		93,564			89,274					284,706			280,761
Interest expense		(18,669	)		(25,010	)		)		(55,332	)		(72,575	)		)
Other gain or loss, net		—			40,403					(18,000	)		118,325
Income before income tax and share of income on equity method investments	****	535,390	****	****	624,792	****		****	****	1,838,437	****	****	1,544,828	****		****
Income tax expenses		(143,158	)		(156,041	)		)		(526,065	)		(452,860	)		)
Income before share of income on equity method investments	****	392,232	****	****	468,751	****		****	****	1,312,372	****	****	1,091,968	****		****
Share of income (loss) on equity method investments		3,658			(18,880	)		)		5,961			(8,967	)		)
Net income	****	395,890	****	****	449,871	****		****	****	1,318,333	****	****	1,083,001	****		****
Less: net loss attributable to non-controlling<br>interest		(7,301	)		(964	)		)		(10,677	)		(3,288	)		)
Net income attributable to the shareholders of Hello Group Inc.	****	403,191	****	****	450,835	****		****	****	1,329,010	****	****	1,086,289	****		****
Net income per share attributable to ordinary shareholders
Basic		1.01			1.15					3.26			2.75
Diluted		0.96			1.10					3.11			2.65
Weighted average shares used in calculating net income per ordinary share
Basic		400,835,428			391,027,485					408,074,205			394,333,009
Diluted		437,639,164			423,608,050					444,906,615			429,765,849