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6-K

VNET Group, Inc. (VNET)

6-K 2023-11-15 For: 2023-11-15
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Added on April 12, 2026

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGNPRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16UNDER

THE SECURITIES EXCHANGEACT OF 1934

For the month of November 2023

Commission File Number:001-35126

VNET Group, Inc.

Guanjie Building,Southeast 1st Floor10# Jiuxianqiao East Road

Chaoyang District

Beijing 100016

The People’sRepublic of China

(Address of principalexecutive 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  x            Form 40-F  ☐

EXHIBIT INDEX

Exhibit No. Description
99.1 Press 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.

VNET Group, Inc.
By: /s/ Qiyu Wang
Name: Qiyu Wang
Title: Chief Financial Officer

Date: November 15, 2023

Exhibit 99.1

VNET Reports Unaudited Third Quarter 2023 FinancialResults

BEIJING, November 15, 2023 /PRNewswire/ -- VNET Group, Inc. (Nasdaq: VNET) (“VNET” or the “Company”), a leading carrier- and cloud-neutral internet data center services provider in China, today announced its unaudited financial results for the third quarter ended September 30, 2023.

“We recorded another solid performance in the third quarter of 2023, highlighted by smooth and timely deliveries of approximately 3,500 cabinets as well as new order wins for our reliable services,” said Jeff Dong, Chief Executive Officer of VNET. “Notably, we extended a wholesale contract for 45MW of capacity with an existing internet giant customer in August. Computing power needs have surged under rapid AI development and supportive policy measures. With our high power density deployment and service capabilities, we are steadily capturing increasing demand for premium IDC services among new and traditional industry verticals. As a dedicated industry leader, we will continue strengthening our core competencies to fulfill the mounting AI-driven demand and propel our long-term, sustainable growth.”

Qiyu Wang, Chief Financial Officer of VNET, commented, “In the third quarter of 2023, we continued to concentrate on high-quality revenues. Our net revenues increased by 4.0% year-over-year to RMB1.89 billion and adjusted EBITDA rose by 11.6% year-over-year to RMB507.9 million. Moving forward, we will remain focused on high-quality business growth while advancing our premium IDC offerings to empower digital transformation across a broader swath of industries.”

Third Quarter 2023 Financial Highlights

· Net<br> revenues increased by 4.0% to RMB1.89 billion (US$258.6 million) from RMB1.81 billion in<br> the same period of 2022.
· Adjusted<br> cash gross profit (non-GAAP) increased by 4.3% to RMB738.4 million (US$101.2 million) from<br> RMB707.7 million in the same period of 2022. Adjusted cash gross margin (non-GAAP) was 39.1%,<br> compared with 39.0% in the same period of 2022.
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· Adjusted<br> EBITDA (non-GAAP) increased by 11.6% to RMB507.9 million (US$69.6 million) from RMB455.3<br> million in the same period of 2022. Adjusted EBITDA margin (non-GAAP) in the third quarter<br> of 2023 was 26.9%, compared with 25.1% in the same period of 2022.
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Third Quarter 2023 Operational Highlights

· Total<br> cabinets under management were 88,922 as of September 30, 2023, compared with 86,927<br> as of June 30, 2023 and 82,660 as of September 30, 2022.
· Cabinets<br> utilized by customers increased by 1,092 in the third quarter of 2023 to reach 52,408 as<br> of September 30, 2023, compared with 51,316 as of June 30, 2023 and 45,527 as of<br> September 30, 2022.
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· Overall utilization rate of cabinets^1^was 58.9% as of September 30, 2023, compared with 59.0% as of June 30, 2023 and 55.1% as of<br> September 30, 2022.
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· Retail IDC MRR^2^<br>per cabinet was RMB9,495 in the third quarter of 2023, compared with RMB9,530 in the second quarter of 2023 and RMB9,287 in the third<br>quarter of 2022.
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^1^ The overall utilization rate is calculated by dividing the number of customer-utilized cabinets by the total cabinets under management at the end of the period.

^2^ Retail IDC MRR refers to Monthly Recurring Revenues for the retail IDC business.

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Third Quarter 2023 Financial Results

NETREVENUES: Net revenues in the third quarter of 2023 were RMB1.89 billion (US$258.6 million), representing an increase of 4.0% from RMB1.81 billion in the same period of 2022. The year-over-year increase was mainly driven by the continued growth of our IDC business and cloud services.

GROSSPROFIT: Gross profit in the third quarter of 2023 was RMB306.5 million (US$42.0 million), compared with RMB316.6 million in the same period of 2022. Gross margin in the third quarter of 2023 was 16.2%, compared with 17.5% in the same period of 2022.

ADJUSTEDCASH GROSS PROFIT, which excludes depreciation, amortization, and share-based compensation expenses, was RMB738.4 million (US$101.2 million) in the third quarter of 2023, compared with RMB707.7 million in the same period of 2022. Adjusted cash gross margin in the third quarter of 2023 was 39.1%, compared with 39.0% in the same period of 2022.

OPERATINGEXPENSES: Total operating expenses in the third quarter of 2023 were RMB274.3 million (US$37.6 million), compared with RMB310.2 million in the same period of 2022. As a percentage of net revenues, total operating expenses in the third quarter of 2023 were 14.5%, compared with 17.1% in the same period of 2022.

Salesand marketing expenses in the third quarter of 2023 were RMB64.1 million (US$8.8 million), compared with RMB80.2 million in the same period of 2022.

Researchand development expenses in the third quarter of 2023 were RMB80.7 million (US$11.1 million), compared with RMB73.4 million in the same period of 2022.

Generaland administrative expenses in the third quarter of 2023 were RMB137.9 million (US$18.9 million), compared with RMB165.4 million in the same period of 2022.

ADJUSTEDOPERATING EXPENSES, which exclude share-based compensation expenses and compensation for postcombination employment in an acquisition, were RMB264.8 million (US$36.3 million) in the third quarter of 2023, compared with RMB275.1 million in the same period of 2022. As a percentage of net revenues, adjusted operating expenses in the third quarter of 2023 were 14.0%, compared with 15.2% in the same period of 2022.

ADJUSTEDEBITDA: Adjusted EBITDA in the third quarter of 2023 was RMB507.9 million (US$69.6 million), representing an increase of 11.6% from RMB455.3 million in the same period of 2022. Adjusted EBITDA in the third quarter of 2023 excluded share-based compensation expenses of RMB9.5 million (US$1.3 million). Adjusted EBITDA margin in the third quarter of 2023 was 26.9%, compared with 25.1% in the same period of 2022.

NETLOSS ATTRIBUTABLE TO VNET GROUP, INC.: Net loss attributable to VNET Group, Inc. in the third quarter of 2023 was RMB50.5 million (US$6.9 million), compared with a net loss attributable to VNET Group, Inc. of RMB425.2 million in the same period of 2022.

LOSSPER SHARE: Basic and diluted loss per share in the third quarter of 2023 were both RMB0.06 (US$0.01), which represented the equivalent of both RMB0.36 (US$0.06) per American depositary share (“ADS”). Each ADS represents six Class A ordinary shares. Diluted loss per share is calculated using adjusted net loss attributable to ordinary shareholders divided by the weighted average number of diluted shares outstanding.

As of September 30, 2023, the aggregate amount of the Company’s cash, cash equivalents and restricted cash was RMB3.02 billion (US$414.5 million).

Netcash generated from operating activities, in the third quarter of 2023, was RMB454.3 million (US$62.3 million), compared with RMB607.4 million in the same period of 2022.

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Business Outlook

For the full year of 2023, the Company currently expects total net revenues to be between RMB7,400 million and RMB7,600 million, representing a year-over-year growth of 4.7% to 7.6%, and adjusted EBITDA to be in the range of RMB2,000 million to RMB2,060 million, representing a year-over-year growth of 6.8% to 10.0%. This compares with total net revenues expected between RMB7,600 million and RMB7,900 million and adjusted EBITDA between RMB2,025 million to RMB2,125 million as previously stated. The outlook update is mainly due to the Company’s continuous focus on high-quality revenues to maintain the long-term sustainability of the Company’s operations.

The forecast reflects the Company’s current and preliminary views on the market and its operational conditions, and is subject to change.

Conference Call

The Company’s management will host an earnings conference call at 8:00 PM U.S. Eastern Time on Wednesday, November 15, 2023, or 9:00 AM Beijing Time on Thursday, November 16, 2023.

For participants who wish to join the call, please access the link provided below to complete the online registration process and dial in 5 minutes prior to the scheduled call start time.

Event Title: VNET Third Quarter 2023 Earnings Conference Call
Registration Link: https://register.vevent.com/register/BI6b834b8fdb694406b5e76d57b40294f3

Upon registration, each participant will receive a set of dial-in numbers by location, a personal PIN and an email with further detailed instructions, which will be used to join the conference call.

A simultaneous audio webcast and replay of the conference call will be accessible on the Company’s investor relations website at http://ir.vnet.com.

Non-GAAP Disclosure

In evaluating its business, VNET considers and uses the following non-GAAP measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission as a supplemental measure to review and assess its operating performance: adjusted cash gross profit, adjusted cash gross margin, adjusted operating expenses, adjusted EBITDA and adjusted EBITDA margin. 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 U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of GAAP and non-GAAP results” set forth at the end of this press release.

The non-GAAP financial measures are 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 Company’s current financial performance and prospects for the future. These non-GAAP financial measures should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for, or superior to, U.S. GAAP results. In addition, the Company’s calculation of the non-GAAP financial measures may be different from the calculation used by other companies, and therefore comparability may be limited.

Exchange Rate

This announcement contains translations of certain RMB amounts into U.S. dollars (“USD”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB7.2960 to US$1.00, the noon buying rate in effect on September 29, 2023, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.

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Statement Regarding Unaudited Condensed FinancialInformation

The unaudited financial information set forth above is preliminary and subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Company’s year-end audit, which could result in significant differences from this preliminary unaudited condensed financial information.

About VNET

VNET Group, Inc. is a leading carrier- and cloud-neutral internet data center services provider in China. VNET provides hosting and related services, including IDC services, cloud services, and business VPN services to improve the reliability, security, and speed of its customers’' internet infrastructure. Customers may locate their servers and equipment in VNET’s data centers and connect to China’s internet backbone. VNET operates in more than 30 cities throughout China, servicing a diversified and loyal base of over 7,000 hosting and related enterprise customers that span numerous industries ranging from internet companies to government entities and blue-chip enterprises to small- to mid-sized enterprises.

Safe Harbor Statement

This announcement contains forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “target,” “believes,” “estimates” and similar statements. Among other things, quotations from management in this announcement as well as VNET’s strategic and operational plans contain forward-looking statements. VNET may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports 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 statements about VNET’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: VNET’s goals and strategies; VNET’s expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, VNET’s services; VNET’s expectations regarding keeping and strengthening its relationships with customers; VNET’s plans to invest in research and development to enhance its solution and service offerings; and general economic and business conditions in the regions where VNET provides solutions and services. Further information regarding these and other risks is included in VNET’s reports filed with, or furnished to, the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of this press release, and VNET undertakes no duty to update such information, except as required under applicable law.

Investor Relations Contact:

Xinyuan Liu

Tel: +86 10 8456 2121

Email: ir@vnet.com

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VNET GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Amount in thousands of Renminbi (“RMB”) and US dollars (“US$”))
As of As of
--- --- --- --- --- --- --- --- ---
December 31, 2022 September 30, 2023
RMB RMB US
Assets
Current assets:
Cash and cash equivalents 2,661,321 2,702,523
Restricted cash 327,673 320,809
Accounts and notes receivable, net 1,763,693 2,090,160
Prepaid expenses and other current assets 2,147,500 2,551,843
Amounts due from related parties 152,089 260,559
Total current assets 7,052,276 7,925,894
Non-current assets:
Property and equipment, net 11,964,498 12,920,470
Intangible assets, net 1,497,131 1,409,782
Land use rights, net 576,020 606,075
Operating lease right-of-use assets, net 3,503,925 4,111,044
Goodwill 1,364,191 1,364,191
Restricted cash 500 882
Deferred tax assets, net 196,098 300,854
Long-term investments, net 242,194 748,374
Amount due from related parties - 18,500
Other non-current assets 551,572 514,852
Total non-current assets 19,896,129 21,995,024
Total assets 26,948,405 29,920,918
Liabilities and Shareholders' Equity
Current liabilities:
Short-term bank borrowings - 30,000
Accounts and notes payable 713,628 765,448
Accrued expenses and other payables 2,410,479 2,573,780
Advances from customers 1,157,963 1,573,747
Deferred revenue 95,078 119,482
Income taxes payable 42,017 41,003
Amounts due to related parties 6,928 357,567
Current portion of long-term borrowings 484,020 563,722
Current portion of finance lease liabilities 206,260 128,288
Current portion of deferred government grants 3,646 7,807
Current portion of operating lease liabilities 674,288 795,877
Convertible promissory notes 537,778 4,261,215
Total current liabilities 6,332,085 11,217,936
Non-current liabilities:
Long-term borrowings 3,049,856 4,570,655
Convertible promissory notes 5,859,259 1,794,130
Non-current portion of finance lease liabilities 1,047,640 1,161,949
Unrecognized tax benefits 87,174 87,174
Deferred tax liabilities 682,580 758,168
Deferred government grants 2,672 92,628
Non-current portion of operating lease liabilities 2,905,283 3,360,070
Total non-current liabilities 13,634,464 11,824,774
Shareholders' equity
Ordinary shares 60 60
Additional paid-in capital 15,239,926 15,225,122
Accumulated other comprehensive income 11,022 9,535
Statutory reserves 77,996 77,996
Accumulated deficit (8,369,868 ) (8,758,547 ) )
Treasury stock (349,523 ) (161,892 ) )
Total VNET Group,Inc. shareholders’ equity 6,609,613 6,392,274
Noncontrolling interest 372,243 485,934
Total shareholders' equity 6,981,856 6,878,208
Total liabilities and shareholders' equity 26,948,405 29,920,918

All values are in US Dollars.

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VNET GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amount in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data)
Three months ended Nine months ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, 2022 June 30, 2023 September 30, 2023 September 30, 2022 September 30, 2023
RMB RMB RMB US RMB RMB US
Net revenues 1,814,210 1,821,744 1,886,924 5,184,559 5,514,450
Cost of revenues (1,497,627 ) (1,478,995 ) (1,580,446 ) ) (4,154,678 ) (4,512,843 ) )
Gross profit 316,583 342,749 306,478 1,029,881 1,001,607
Operating income (expenses)
Other operating income 5,763 13,895 26,706 47,048 73,980
Sales and marketing expenses (80,245 ) (63,068 ) (64,077 ) ) (235,554 ) (192,921 ) )
Research and development expenses (73,350 ) (81,126 ) (80,673 ) ) (222,705 ) (241,549 ) )
General and administrative expenses (165,436 ) (128,017 ) (137,931 ) ) (486,717 ) (393,395 ) )
Reversal (allowance) for doubtful<br> debt 3,096 8,833 (18,316 ) ) 6,574 (7,034 ) )
Total operating<br> expenses (310,172 ) (249,483 ) (274,291 ) ) (891,354 ) (760,919 ) )
Operating profit 6,411 93,266 32,187 138,527 240,688
Interest income 9,455 10,038 12,887 22,818 28,606
Interest expense (78,733 ) (71,709 ) (91,800 ) ) (200,382 ) (233,295 ) )
Impairment of long-term investment - - (11,115 ) ) - (11,115 ) )
Other income 2,169 14,192 7,536 10,456 22,892
Other expenses (3,174 ) (320 ) (10,975 ) ) (4,219 ) (14,887 ) )
Changes in the fair value of convertible promissory notes 13,179 154 266 71,136 21,718
Foreign exchange (loss) gain (317,157 ) (271,630 ) 24,606 (612,283 ) (168,391 ) )
Loss before income taxes and (loss)<br> gain from equity method investments (367,850 ) (226,009 ) (36,408 ) ) (573,947 ) (113,784 ) )
Income tax expenses (55,717 ) (12,545 ) (6,317 ) ) (133,363 ) (63,748 ) )
(Loss) gain from equity method investments (384 ) 983 2,842 2,753 3,651
Net loss (423,951 ) (237,571 ) (39,883 ) ) (704,557 ) (173,881 ) )
Net (profit) loss attributable to<br> noncontrolling interest (1,260 ) 4,692 (10,579 ) ) (7,151 ) (27,167 ) )
Net loss attributable<br> to VNET Group, Inc. (425,211 ) (232,879 ) (50,462 ) ) (711,708 ) (201,048 ) )
Loss per share
Basic (0.48 ) (0.26 ) (0.06 ) ) (0.80 ) (0.23 ) )
Diluted (0.48 ) (0.26 ) (0.06 ) ) (0.84 ) (0.24 ) )
Shares used in loss per share computation
Basic* 888,443,329 888,705,981 889,058,872 886,886,953 888,724,901
Diluted* 888,443,329 888,705,981 889,058,872 920,886,954 899,884,241
Loss per ADS (6 ordinary shares equal to 1 ADS)
Basic (2.88 ) (1.56 ) (0.36 ) ) (4.80 ) (1.38 ) )
Diluted (2.88 ) (1.56 ) (0.36 ) ) (5.04 ) (1.44 ) )

All values are in US Dollars.

* Shares used in loss per share/ADS computation were computed under weighted average method.

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VNET GROUP, INC.
RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS
(Amount in thousands of Renminbi (“RMB”) and US dollars (“US$”))
Three months<br> ended Nine months<br> ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
September 30,<br> 2022 June 30,<br> 2023 September 30,<br> 2023 September 30,<br> 2022 September 30,<br> 2023
RMB RMB RMB US RMB RMB US
Gross profit 316,583 342,749 306,478 1,029,881 1,001,607
Plus: depreciation and amortization* 388,217 400,173 431,933 1,077,613 1,233,983
Plus: share-based compensation expenses 2,876 - - (1,330 ) -
Adjusted cash gross profit 707,676 742,922 738,411 2,106,164 2,235,590
Adjusted cash gross margin 39.0 % 40.8 % 39.1 % % 40.6 % 40.5 % %
Operating expenses (310,172 ) (249,483 ) (274,291 ) ) (891,354 ) (760,919 ) )
Plus: share-based compensation expenses 32,355 8,006 9,475 127,291 25,817
Plus: compensation for postcombination<br> employment in an acquisition 2,685 - - 37,398 -
Adjusted operating expenses (275,132 ) (241,477 ) (264,816 ) ) (726,665 ) (735,102 ) )
Operating profit 6,411 93,266 32,187 138,527 240,688
Plus: depreciation and amortization* 410,988 433,735 466,285 1,146,473 1,332,649
Plus: share-based compensation expenses 35,231 8,006 9,475 125,961 25,817
Plus: compensation for postcombination<br> employment in an acquisition 2,685 - - 37,398 -
Adjusted EBITDA 455,315 535,007 507,947 1,448,359 1,599,154
Adjusted EBITDA margin 25.1 % 29.4 % 26.9 % % 27.9 % 29.0 % %

All values are in US Dollars.

* Before the deduction of government grants for three months ended June 30, 2023, three months ended September 30, 2023 and nine months ended September 30, 2023.

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VNET GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Amount in thousands of Renminbi (“RMB”) and US dollars (“US$”))
Three months ended
--- --- --- --- --- --- --- --- --- --- --- ---
September 30, 2022 June 30, 2023 September 30, 2023
RMB RMB RMB US
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (423,951 ) (237,571 ) (39,883 ) )
Adjustments to reconcile net loss to net cash generated from operating activities:
Depreciation and amortization 410,988 433,015 461,603
Share-based compensation expenses 35,231 8,006 9,475
Others 436,876 357,787 130,633
Changes in operating assets and liabilities
Accounts and notes receivable 64,291 8,388 (70,896 ) )
Prepaid expenses and other current assets 84,574 70,627 (48,380 ) )
Accounts and notes payable (47,279 ) 33,434 21,763
Accrued expenses and other payables 158,009 (5,950 ) (54,577 ) )
Deferred revenue 20,086 (35,743 ) 36,008
Advances from customers (33,711 ) (114,977 ) 124,816
Others (97,697 ) (93,540 ) (116,249 ) )
Net cash generated from operating activities 607,417 423,476 454,313
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (563,546 ) (394,812 ) (946,444 ) )
Purchases of intangible assets (16,976 ) (10,178 ) (18,228 ) )
(Payments for) proceeds from investments (36,631 ) (655,815 ) 144,516
Proceeds from other investing activities 2,670 9,295 70,010
Net cash used in investing activities (614,482 ) (1,051,510 ) (750,146 ) )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings 273,169 169,204 756,101
Repayments of bank borrowings (73,070 ) (55,865 ) (78,050 ) )
Repayments of 2025 Convertible Notes - (380,333 ) (148,842 ) )
Payments for finance lease (116,896 ) (67,172 ) (30,366 ) )
(Payments for) proceeds from other financing activities (10,438 ) 285,013 216,711
Net cash generated from (used in) financing activities 72,765 (49,153 ) 715,554
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 74,119 51,314 (12,476 ) )
Net increase (decrease) in cash, cash equivalents and restricted cash 139,818 (625,873 ) 407,245
Cash, cash equivalents and restricted cash at beginning of period 3,616,255 3,242,842 2,616,969
Cash, cash equivalents and restricted cash at end of period 3,756,073 2,616,969 3,024,214

All values are in US Dollars.

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