PDD 6-K 2023 - Equibles

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 2023

Commission File Number: 001-38591

PDD Holdings Inc.

First Floor, 25 St Stephen’s Green,

Dublin 2, D02 XF99

Ireland

(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 x Form 40-F ¨

Exhibit Index

Exhibit 99.1—Press Release (Earnings Release)

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.

PDD HOLDINGS INC.
By	:	/s/ Lei Chen
Name	:	Lei Chen
Title	:	Chairman of the Board of Directors and Co-Chief Executive<br>Officer

Date: November 28, 2023

Exhibit 99.1

PDD Holdings Announces Third Quarter 2023 UnauditedFinancial Results

DUBLIN and SHANGHAI, November 28, 2023 (GLOBE NEWSWIRE) – PDD Holdings Inc. (“PDD Holdings” or the “Company”) (NASDAQ: PDD), today announced its unaudited financial results for the third quarter ended September 30, 2023.

Third Quarter 2023 Highlights

●	Total revenues in the quarter<br> were RMB68,840.4 million (US$^1^9,435.4<br> million), an increase of 94% from RMB35,504.3 million in the same quarter of 2022.
●	Operating profit in the quarter<br> was RMB16,656.0 million (US$2,282.9 million), an increase of 60% from RMB10,436.6 million<br> in the same quarter of 2022. Non-GAAP^2^operating profit in the quarter was RMB18,125.8 million (US$2,484.4 million),<br> an increase of 47% from RMB12,301.5 million in the same quarter of 2022.
---	---
●	Net income attributable to ordinary shareholders in the quarter was RMB15,537.1 million (US$2,129.5 million), an increase<br> of 47% from RMB10,588.6 million in the same quarter of 2022. Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB17,027.1 million (US$2,333.8 million),<br> an increase of 37% from RMB12,447.2 million in the same quarter of 2022.
---	---

“We are dedicated to generating value through innovations, which forms the foundation of our high-quality development,” said Mr. Lei Chen, Chairman and Co-Chief Executive Officer of PDD Holdings. “We continued to invest decisively in areas such as agritech, supply chain technology, and core R&D capabilities. Through these efforts, we aim to create our unique value.”

“Last month, we celebrated our eighth anniversary. We sincerely thank all stakeholders for the support we received,” said Mr. Jiazhen Zhao, Executive Director and Co-Chief Executive Officer of PDD Holdings. “Throughout the past third quarter, consumption vitality kept improving. We continued to provide consumers with more savings and better service through increased investments.”

“Under our ‘high-quality development’ strategy, we increased our investment in technology and further deepened user mindshare in the third quarter. Our financial performance reflects the early results we have achieved,” said Ms. Jun Liu, VP of Finance at PDD Holdings. “Going forward, we will continue to invest decisively to support our high-quality development.”

^1^ This announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB7.2960 to US$1.00, the noon buying rate in effect on September 29, 2023 as set forth in the H.10 Statistical Release of the Federal Reserve Board.

^2^ The Company’s non-GAAP financial measures exclude share-based compensation expenses, fair value change of certain investments, and interest expenses related to the convertible bonds’ amortization to face value. See “Reconciliation of Non-GAAP Measures to The Most Directly Comparable GAAP Measures” set forth at the end of this press release.

Third Quarter 2023 Unaudited Financial Results

Total revenues were RMB68,840.4 million (US$9,435.4 million), an increase of 94% from RMB35,504.3 million in the same quarter of 2022. The increase was primarily due to an increase in revenues from online marketing services and transaction services.

●	Revenues from online marketing services and others were RMB39,687.7 million (US$5,439.7 million), an increase of 39% from RMB28,482.0<br> million in the same quarter of 2022.
●	Revenues from transaction services were RMB29,152.7 million (US$3,995.7 million), an increase of 315% from RMB7,022.3 million<br> in the same quarter of 2022.
---	---

Total costs of revenues were RMB26,830.2 million (US$3,677.4 million), an increase of 262% from RMB7,414.1 million in the same quarter of 2022. The increase mainly came from the increased fulfilment fees, payment processing fees, maintenance costs and call center expenses.

Total operating expenses were RMB25,354.1 million (US$3,475.1 million), an increase of 44% from RMB17,653.6 million in the same quarter of 2022. The increase was primarily due to an increase in sales and marketing expenses.

●	Sales and marketing expenses were<br> RMB21,748.5 million (US$2,980.9 million), an increase of 55% from RMB14,048.8 million in<br> the same quarter of 2022, mainly due to the increased spending in promotion and advertising<br> activities.
●	General and administrative expenses were RMB758.3 million (US$103.9 million), compared with RMB906.6 million in the same<br> quarter of 2022.
---	---
●	Research and development expenses were RMB2,847.3 million (US$390.3 million), compared with RMB2,698.2 million in the same<br> quarter of 2022.
---	---

Operating profit in the quarter was RMB16,656.0 million (US$2,282.9 million), an increase of 60% from RMB10,436.6 million in the same quarter of 2022. Non-GAAP operating profit in the quarter was RMB18,125.8 million (US$2,484.4 million), an increase of 47% from RMB12,301.5 million in the same quarter of 2022.

Net income attributable to ordinary shareholdersin the quarter was RMB15,537.1 million (US$2,129.5 million), an increase of 47% from RMB10,588.6 million in the same quarter of 2022. Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB17,027.1 million (US$2,333.8 million), an increase of 37% from RMB12,447.2 million in the same quarter of 2022.

Basic earnings per ADS was RMB11.38 (US$1.56) and the diluted earnings per ADS was RMB10.60 (US$1.45), compared with basic earnings per ADS of RMB8.38 and diluted earnings per ADS of RMB7.34 in the same quarter of 2022. Non-GAAP diluted earnings per ADS was RMB11.61 (US$1.55), compared with RMB8.62 in the same quarter of 2022.

Net cash generated from operating activitieswas RMB32,537.9 million (US$4,459.7 million), compared with RMB11,651.8 million in the same quarter of 2022, mainly due to the increase in net income and the changes in working capitals.

Cash, cash equivalents and short-term investmentswere RMB202.8 billion (US$27.8 billion) as of September 30, 2023, compared with RMB149.4 billion as of December 31, 2022.

Conference Call

The Company’s management will hold an earnings conference call at 7:30 AM ET on November 28, 2023 (12:30 PM GMT and 8:30 PM HKT on the same day).

The conference call will be webcast live at https://investor.pddholdings.com/investor-events. The webcast will be available for replay at the same website following the conclusion of the call.

Use of Non-GAAP Financial Measures

In evaluating the business, the Company considers and uses non-GAAP measures, such as non-GAAP operating profit, non-GAAP net income attributable to ordinary shareholders, non-GAAP diluted earnings per ordinary share and non-GAAP diluted earnings per ADS, as supplemental measures to review and assess operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s non-GAAP financial measures exclude the impact of share-based compensation expenses, fair value change of certain investments, and interest expenses related to the convertible bonds’ amortization to face value.

The Company presents these non-GAAP financial measures because they are used by management to evaluate operating performance and formulate business plans. The Company believes that the non-GAAP financial measures help identify underlying trends in its business by excluding the impact of share-based compensation expenses, fair value change of certain investments, and interest expenses related to the convertible bonds’ amortization to face value, which are non-cash charges. The Company also believes that the non-GAAP financial measures may provide further information about the Company’s results of operations, and enhance the overall understanding of the Company’s past performance and future prospects.

The Company’s non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. These non-GAAP financial measures do not reflect all items of income and expenses that affect the Company’s operations and do not represent the residual cash flow available for discretionary expenditures. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. The Company encourages you to review the Company’s financial information in its entirety and not rely on a single financial measure.

For more information on the non-GAAP financial measures, please see the table captioned “Reconciliation of Non-GAAP Measures to The Most Directly Comparable GAAP Measures” set forth at the end of this press release.

Safe Harbor Statements

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. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the business outlook and quotations from management in this announcement, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s growth strategies; its future business development, results of operations and financial condition; its ability to understand buyer needs and provide products and services to attract and retain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with merchants; trends and competition in the e-commerce markets globally and in the countries or regions where the Company has operations; changes in its revenues and certain cost or expense items; the expected growth of e-commerce markets globally and in the countries or regions where the Company has operations; developments in the relevant governmental policies and regulations relating to the Company’s industry; and general economic and business conditions globally and in the countries or regions where the Company has operations; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

About PDD Holdings

PDD Holdings is a multinational commerce group that owns and operates a portfolio of businesses. PDD Holdings aims to bring more businesses and people into the digital economy so that local communities and small businesses can benefit from the increased productivity and new opportunities.

For investor and media inquiries, please contact:

[email protected]

PDD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”))

	As of
	December<br> <br>31, 2022		September 30, 2023
	RMB		RMB		US
			(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		34,326,192		54,939,761		7,530,121
Restricted cash		57,974,225		56,413,498		7,732,113
Receivables from online payment platforms		587,696		2,547,134		349,114
Short-term investments		115,112,554		147,906,904		20,272,328
Amounts due from related parties		6,318,830		6,138,625		841,369
Prepayments and other current assets		2,298,379		3,629,894		497,518
Total current assets		216,617,876		271,575,816		37,222,563
Non-current assets
Property, equipment and software, net		1,044,847		1,065,180		145,995
Intangible assets		134,002		21,900		3,002
Right-of-use assets		1,416,081		3,662,756		502,022
Deferred tax assets		1,045,030		1,631,825		223,660
Other non-current assets		16,862,117		36,293,655		4,974,459
Total non-current assets		20,502,077		42,675,316		5,849,138
Total Assets		237,119,953		314,251,132		43,071,701

All values are in US Dollars.

PDD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”))

	As of
	December<br> <br>31, 2022		September 30, 2023
	RMB		RMB		US
			(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Amounts due to related parties		1,676,391		2,028,787		278,068
Customer advances and deferred revenues		1,389,655		2,043,857		280,134
Payable to merchants		63,316,695		68,099,716		9,333,843
Accrued expenses and other liabilities		20,960,723		43,936,446		6,021,992
Merchant deposits		15,058,229		16,282,948		2,231,764
Convertible bonds, current portion		13,885,751		14,351,445		1,967,029
Lease liabilities		602,036		1,381,067		189,291
Total current liabilities		116,889,480		148,124,266		20,302,121
Non-current liabilities
Convertible bonds		1,575,755		1,623,726		222,550
Lease liabilities		870,782		2,397,222		328,567
Deferred tax liabilities		13,025		55,903		7,662
Total non-current liabilities		2,459,562		4,076,851		558,779
Total Liabilities		119,349,042		152,201,117		20,860,900
Shareholders’ equity
Ordinary shares		170		177		24
Additional paid-in capital		99,250,468		104,152,729		14,275,319
Statutory reserves		5,000		5,000		685
Accumulated other comprehensive income		3,322,238		5,952,839		815,904
Retained earnings		15,193,035		51,939,270		7,118,869
Total Shareholders’ Equity		117,770,911		162,050,015		22,210,801
Total Liabilities and Shareholders’ Equity		237,119,953		314,251,132		43,071,701

All values are in US Dollars.

PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands of RMB and US$)

	For the three months<br> ended September 30,									For the nine months<br> ended September 30,
	2022			2023						2022			2023
	RMB			RMB			US		RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Revenues		35,504,304			68,840,371			9,435,358			90,737,561			158,758,169		21,759,617
Costs of revenues		(7,414,132	)		(26,830,233	)		(3,677,390	)		(22,535,593	)		(56,645,305	)	(7,763,885	)
Sales and marketing expenses		(14,048,820	)		(21,748,449	)		(2,980,873	)		(36,611,335	)		(55,550,346	)	(7,613,808	)
General and administrative expenses		(906,573	)		(758,345	)		(103,940	)		(2,324,408	)		(2,170,780	)	(297,530	)
Research and development expenses		(2,698,166	)		(2,847,323	)		(390,258	)		(7,978,039	)		(8,087,944	)	(1,108,545	)
Total operating expenses		(17,653,559	)		(25,354,117	)		(3,475,071	)		(46,913,782	)		(65,809,070	)	(9,019,883	)
Operating profit		10,436,613			16,656,021			2,282,897			21,288,186			36,303,794		4,975,849
Interest and investment income, net		1,092,150			2,127,356			291,578			2,645,402			5,878,696		805,742
Interest expenses		(13,646	)		(12,208	)		(1,673	)		(39,434	)		(35,832	)	(4,911	)
Foreign exchange gain/ (loss)		53,374			94,860			13,002			(125,891	)		234,540		32,146
Other income, net		546,528			290,384			39,800			2,052,533			2,624,375		359,701
Profit before income<br> tax and share of results of equity investees		12,115,019			19,156,413			2,625,604			25,820,796			45,005,573		6,168,527
Share of results of equity investees		10,732			(105,811	)		(14,503	)		(76,377	)		10,359		1,420
Income tax expenses		(1,537,177	)		(3,513,480	)		(481,563	)		(3,660,054	)		(8,269,697	)	(1,133,456	)
Net income		10,588,574			15,537,122			2,129,538			22,084,365			36,746,235		5,036,491

All values are in US Dollars.

PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands of RMB and US$, except for per share data)

	For the three months<br> ended September 30,						For the nine months<br> ended September 30,
	2022		2023				2022		2023
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Net income		10,588,574		15,537,122		2,129,538		22,084,365		36,746,235	5,036,491
Net income attributable to ordinary shareholders		10,588,574		15,537,122		2,129,538		22,084,365		36,746,235	5,036,491
Earnings per ordinary share:
-Basic		2.10		2.84		0.39		4.38		6.81	0.93
-Diluted		1.84		2.65		0.36		3.86		6.28	0.86
Earnings per ADS (4<br> ordinary shares equals 1 ADS ):
-Basic		8.38		11.38		1.56		17.52		27.24	3.73
-Diluted		7.34		10.60		1.45		15.43		25.13	3.44
Weighted average number of outstanding<br> ordinary shares (in thousands):
-Basic		5,051,256		5,462,542		5,462,542		5,043,522		5,395,211	5,395,211
-Diluted		5,776,165		5,865,102		5,865,102		5,733,453		5,853,748	5,853,748

All values are in US Dollars.

PDD HOLDINGS INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

	For the three months<br> ended September 30,						For the nine months<br> ended September 30,
	2022		2023				2022		2023
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Revenues
- Online marketing services and others		28,482,052		39,687,678		5,439,649		71,907,695		104,864,935	14,372,935
- Transaction services		7,022,252		29,152,693		3,995,709		18,829,866		53,893,234	7,386,682
Total		35,504,304		68,840,371		9,435,358		90,737,561		158,758,169	21,759,617

All values are in US Dollars.

PDD HOLDINGS INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

	For the three months<br> ended September 30,						For the nine months<br> ended September 30,
	2022		2023				2022		2023
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Share-based compensation expenses included in:
Costs of revenues		5,841		20,422		2,799		22,011		86,066	11,796
Sales and marketing expenses		608,462		464,950		63,726		1,623,126		1,943,049	266,318
General and administrative expenses		680,252		355,053		48,664		1,724,567		1,058,914	145,136
Research and development expenses		570,327		629,394		86,266		1,862,276		1,805,821	247,508
Total		1,864,882		1,469,819		201,455		5,231,980		4,893,850	670,758

All values are in US Dollars.

PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of RMB and US$)

	For the three months<br> ended September 30,									For the nine months<br> ended September 30,
	2022			2023						2022			2023
	RMB			RMB			US		RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Net cash generated from operating activities		11,651,823			32,537,857			4,459,684			21,957,598			57,271,860		7,849,762
Net cash used in investing activities		(356,394	)		(4,820,500	)		(660,704	)		(13,801,754	)		(38,960,607	)	(5,339,995	)
Net cash generated from financing activities		258			385			53			569			7,671		1,051
Effect of exchange<br> rate changes on cash, cash equivalents and restricted cash		250,227			201,058			27,557			209,551			733,918		100,591
Increase in cash, cash equivalents and restricted cash		11,545,914			27,918,800			3,826,590			8,365,964			19,052,842		2,611,409
Cash,<br> cash equivalents and restricted cash at beginning of period		62,864,021			83,434,459			11,435,644			66,043,971			92,300,417		12,650,825
Cash,<br> cash equivalents and restricted cash at end of period		74,409,935			111,353,259			15,262,234			74,409,935			111,353,259		15,262,234

All values are in US Dollars.

PDD HOLDINGS INC.

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST DIRECTLY COMPARABLE GAAP MEASURES

(Amounts in thousands of RMB and US$, except for per share data)

	For the three months<br> ended September 30,							For the nine months<br> ended September 30,
	2022			2023				2022		2023
	RMB			RMB		US	RMB		RMB		US
	(Unaudited)			(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Operating profit		10,436,613			16,656,021		2,282,897		21,288,186		36,303,794	4,975,849
Add: Share-based compensation expenses		1,864,882			1,469,819		201,455		5,231,980		4,893,850	670,758
Non-GAAP operating profit		12,301,495			18,125,840		2,484,352		26,520,166		41,197,644	5,646,607
Net income attributable to ordinary shareholders		10,588,574			15,537,122		2,129,538		22,084,365		36,746,235	5,036,491
Add: Share-based compensation expenses		1,864,882			1,469,819		201,455		5,231,980		4,893,850	670,758
Add: Interest expenses related to convertible<br> bonds’ amortization to face value		13,646			12,208		1,673		39,434		35,832	4,911
Add: (Gain)/ loss<br> from fair value change of certain investments		(19,886	)		7,935		1,088		68,173		746,915	102,373
Non-GAAP<br> net income attributable to ordinary shareholders		12,447,216			17,027,084		2,333,754		27,423,952		42,422,832	5,814,533
Non-GAAP diluted weighted-average number<br> of ordinary shares outstanding (in thousands)		5,776,165			5,865,102		5,865,102		5,733,453		5,853,748	5,853,748
Diluted earnings per ordinary share		1.84			2.65		0.36		3.86		6.28	0.86
Add: Non-GAAP adjustments<br> to earnings per ordinary share		0.31			0.25		0.03		0.92		0.97	0.13
Non-GAAP diluted earnings per ordinary share		2.15			2.90		0.39		4.78		7.25	0.99
Non-GAAP diluted earnings per ADS		8.62			11.61		1.55		19.13		28.99	3.96

All values are in US Dollars.