EX-99.1 2 a12-13536_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Ambow Education Files 2011 Annual Report on Form 20-F and Confirms Adjustments to 2011 Financial Results

 

BEIJING, May 29, 2012, Ambow Education Holding Ltd. (“Ambow” or the “Company”) (NYSE: AMBO), a leading national provider of educational and career enhancement services in China, today announced that it has filed its 2011 annual report on Form 20-F (the “2011 Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”). The 2011 Annual Report is available on the SEC’s website at http://www.sec.gov. The Company will provide a hard copy of the 2011 Annual Report containing its audited consolidated financial statements, free of charge, to its shareholders and ADS holders upon request.

 

The Company also reached a conclusion on certain discussions included in its press release dated May 16, 2012 (the “May 16 Press Release”), regarding the preliminary adjustments to the Company’s 2011 unaudited annual financial results included in the Company’s press release dated March 5, 2012 (the “March 5 Press Release”), which was included as an exhibit to the Company’s Form 6-K furnished to the SEC on March 5, 2012. The Company has determined the following:

 

1.    For those distributors with a proven payment history, the Company will continue to recognize revenue upon delivery of services and products. For those distributors without adequate history of timely payments, the Company will recognize revenue at the later of cash collection or the delivery of services and products.  Accordingly, the Company determined that US$14.1 million(1) (RMB88.8 million) of revenue previously recognized in 2011 should be reversed and recognized in the future when cash is collected from certain distributors without a proven history of timely payments. The related account receivables have also been removed from the balance sheet. This adjustment does not impact revenue in 2010. As of the date of this press release, the Company has collected approximately US$12.2 million (RMB77 million) of the cash associated with the revenue to be deferred as of December 31, 2011, which collected revenue (together with any additional collections before June 30, 2012) will be recognized by the Company in the first half of 2012. Any remaining balance will be recognized when collected. All future sales to distributors without adequate history of timely payment will be recognized on the cash basis until such time as a proven payment history is established.

 

2.    The Company determined to make a bad debt provision of US$2.2 million (RMB14.0 million).

 

3.    The Company identified an additional 12 tutoring centers that were already operating in December 2011. As a result, depreciation and other expense were determined to increase by US$0.5 million (RMB3.3 million). The balance sheet is also adjusted accordingly: US$4.4

 


(1)  The reporting currency of the Company is Renminbi (“RMB”). For the convenience of the reader, RMB amounts presented throughout this press release include translations into U.S. dollars (“US$”). Unless otherwise stated, all translations from RMB to US$ are based on the historical exchange rate of US$1.00 to RMB6.2939, representing the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 30, 2011. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

 



 

million (RMB 27.8 million) was reclassified from other non-current assets to leasehold improvements. As of December 31, 2011, the Company had a total of 150 tutoring centers.

 

As a result of the above adjustments, the corresponding tax impact led to a reduction in income tax expense of US$1.6 million (RMB 9.8 million).

 

In addition to the above adjustments, the Company determined certain other adjustments which had no impact on the Company’s net income.  The major items concerning these other adjustments are as follows:

 

4.           The Company revised the treatment of US$2.6 million (RMB16.6 million) of amortization expense attributable to student population to be reclassified from general and administrative expense to cost of revenue on the basis that this expense contributed directly to revenue generation. At the same time, the Company revised the treatment ofUS$0.3 million (RMB1.9 million) of expenses, which were research and development in nature, to be reclassified from cost of revenue to research and development expense.

 

5.           In December 2011, the Company signed an agreement to sell Beijing Century College Group and Beijing 21st Century International School (“21st School”) to Xihua Investment Group (“Xihua Group”).  The transaction was recorded as a disposal as of December 31, 2011 with all the related assets and liabilities removed from the balance sheet in the unaudited annual financial results included in the March 5 Press Release.  It was subsequently determined that as of December 31, 2011, the disposal transaction had not been completed. Accordingly, Beijing Century College Group is currently classified as held for sale on the balance sheet. As of December 31, 2011, assets classified as held for sale were US$61.1 million (RMB384.4 million) and liabilities classified as held for sale were US$23.1 million (RMB145.2 million). 21st School remains included as held for use on the balance sheet since the Company will have significant continuing operation in 21st School following the planned disposal. Accordingly, US$74.1 million (RMB466.5 million) of assets and US$23.8 million (RMB149.5 million) of liabilities from 21st School were consolidated on the Company’s balance sheet.

 

There were three other minor adjustments to the balance sheet, which had no impact on the Company’s net income.

 

All of the adjustments described above had no effect on the Company’s cash flow in 2011 and had no negative impact on the Company’s previously announced cash balance at December 31, 2011. Cash flow from operating activity in 2011 was US$47.1 million (RMB296.7 million)

 

After evaluating the potential acquisition impairment charge and tax provision discussed in the May 16 Press Release, the Company has also determined these charges are not necessary.

 

For ease of comparison, please refer to the tables set forth at the end of this release which set out the primary differences between the unaudited annual financial results included in the March 5 Press

 



 

Release and the actual annual financial results reflected in the Company’s audited financial statements included in the 2011 Annual Report.

 

About Ambow Education Holding Ltd.

 

Ambow Education Holding Ltd. (NYSE: AMBO) is a leading national provider of educational and career enhancement services in China, offering high-quality individualized services and products. Ambow has two business divisions: “Better Schools,” which includes tutoring centers and K-12 schools; and “Better Jobs,” which includes career enhancement centers and colleges. With its extensive network of regional service hubs complemented by a dynamic proprietary learning platform and distributors, Ambow provides its services and products to students in 30 out of the 31 provinces and autonomous regions within China.

 

Forward-looking Statements

 

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Ambow may also make written or oral forward-looking statements in its reports to the SEC, including on Forms 20-F and 6-K, 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 Ambow’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, risks related to Ambow’s ability to complete its annual audits in a timely manner, risks related to Ambow’s ability to file its annual reports on Form 20-F within the time periods prescribed by the rules of the SEC (or any extension period thereof) and risks related to Ambow’s identification of adjustments in its audited financial statements subsequent to announcing preliminary financial results, as well as risks outlined in Ambow’s filings with the SEC, including its annual reports on Form 20-F. Ambow does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

About Non-GAAP Financial Measures

 

To supplement Ambow’s consolidated financial results presented in accordance with GAAP, Ambow uses the following measures defined as non-GAAP financial measures by the SEC: [(i) Non-GAAP operating income from continuing operations, (ii) Net income from continuing operations excluding disposal loss from continuing operations, (iii) Non-GAAP net income from continuing operations excluding disposal loss from continuing operations, (iv) Non-GAAP net income from continuing operations, (v) EBITDA from continuing operations excluding disposal loss from continuing operations, (vi) Adjusted EBITDA from continuing operations excluding disposal loss from continuing operations, (vii) Non-GAAP net income from continuing operations

 



 

per ADS basic and diluted.  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 GAAP.  For more information on these non-GAAP financial measures, please see the tables captioned “Reconciliations of non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

 

Ambow believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity that may not be indicative of its operating performance from a cash perspective.  Ambow believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to Ambow’s historical performance and liquidity.  Ambow computes its non-GAAP financial measures using the same consistent method from quarter to quarter.  These non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers.  These measures should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.  Ambow believes that these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making.  Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations with GAAP financial measures that are most directly comparable to non-GAAP financial measures.

 

For investor and media inquiries please contact:

Ms. Mandy Li

IR Manager

Ambow Education Holding Ltd.

Tel: +86-10-6206-8130

Email: ir@ambow.com

 



 

AMBOW EDUCATION HOLDING LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(ALL AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

 

 

 

For the year ended December 31

 

 

 

6-K

 

Adjusted

 

 

 

2011

 

2011

 

2011

 

2011

 

 

 

USD

 

RMB

 

USD

 

RMB

 

Better Schools

 

 

 

 

 

 

 

 

 

Tutoring

 

127,897

 

804,969

 

127,897

 

804,969

 

Revenue deferred (adjustment 1)

 

 

 

(4,290

)

(27,000

)

K-12 Schools

 

42,908

 

270,059

 

42,908

 

270,059

 

Better Job

 

 

 

 

 

 

 

 

 

Career Enhancement

 

90,088

 

567,005

 

90,088

 

567,005

 

Revenue deferred (adjustment 1)

 

 

 

(9,820

)

(61,803

)

Colleges

 

18,428

 

115,982

 

18,428

 

115,982

 

NET REVENUES

 

279,321

 

1,758,015

 

265,211

 

1,669,212

 

Cost of revenues

 

(111,594

)

(702,364

)

(111,594

)

(702,364

)

Depreciation (adjustment 3)

 

 

 

(523

)

(3,293

)

Associated with revenue deferred

 

 

 

796

 

5,014

 

Amortization reclassified from G&A (adjustment 4)

 

 

 

(2,631

)

(16,560

)

Expenses reclassified to R&D (adjustment 4)

 

 

 

297

 

1,871

 

GROSS PROFIT

 

167,727

 

1,055,651

 

151,556

 

953,880

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling and marketing

 

(56,154

)

(353,425

)

(56,154

)

(353,425

)

General and administrative

 

(52,825

)

(332,473

)

(52,825

)

(332,473

)

Bad debt provision (adjustment 2)

 

 

 

(2,224

)

(14,000

)

Amortization reclassified to cost (adjustment 4)

 

 

 

2,631

 

16,560

 

Research and development

 

(5,985

)

(37,670

)

(5,985

)

(37,670

)

Expensed reclassified from cost (adjustment 4)

 

 

 

(297

)

(1,871

)

Impairment loss (note 2)

 

 

 

(4,025

)

(25,336

)

TOTAL OPERATING EXPENSES

 

(114,964

)

(723,568

)

(118,879

)

(748,215

)

OPERATING INCOME

 

52,763

 

332,083

 

32,677

 

205,665

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(3,909

)

(24,603

)

(3,909

)

(24,603

)

Foreign exchange losses, net

 

(849

)

(5,343

)

(849

)

(5,343

)

Other income, net

 

367

 

2,312

 

367

 

2,312

 

Disposal loss from continuing operations (note 2)

 

(4,025

)

(25,336

)

 

 

INCOME BEFORE TAX AND NON-CONTROLLING INTEREST

 

44,347

 

279,113

 

28,286

 

178,031

 

Income tax expense

 

(8,265

)

(52,019

)

(8,265

)

(52,019

)

Decrease due to lower taxable income

 

 

 

1,555

 

9,788

 

INCOME FROM CONTINUING OPERATIONS

 

36,082

 

227,094

 

21,576

 

135,800

 

Income (Loss) from discontinued operations, net of income taxes

 

(19,000

)

(119,581

)

(19,000

)

(119,581

)

NET INCOME/(LOSS)

 

17,082

 

107,513

 

2,576

 

16,219

 

Add: Net loss attributable to non-controlling interest

 

789

 

4,966

 

789

 

4,966

 

NET INCOME/(LOSS) ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD

 

17,871

 

112,479

 

3,365

 

21,185

 

 

 

 

 

 

 

 

 

 

 

Preferred shares redemption value accretion

 

 

 

 

 

Allocation of net income to participating preferred sharesholders

 

 

 

 

 

NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

 

17,871

 

112,479

 

3,365

 

21,185

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) from continued operations per ADS attributable to ordinary shareholders

 

 

 

 

 

 

 

 

 

Basic

 

0.52

 

3.25

 

0.32

 

1.96

 

Diluted

 

0.49

 

3.09

 

0.30

 

1.88

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) from discontinued operations per ADS attributable to ordinary shareholders

 

 

 

 

 

 

 

 

 

Basic

 

(0.27

)

(1.67

)

(0.27

)

(1.67

)

Diluted

 

(0.25

)

(1.59

)

(0.25

)

(1.59

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of ADS (note1)

 

 

 

 

 

 

 

 

 

Basic

 

71,469,519

 

71,469,519

 

71,469,519

 

71,469,519

 

Diluted

 

75,216,406

 

75,216,406

 

75,216,406

 

75,216,406

 

 

 

 

 

 

 

 

 

 

 

Supplementary Information:

 

 

 

 

 

 

 

 

 

Share-based compensation expense included in:

 

 

 

 

 

 

 

 

 

Selling and marketing

 

1,158

 

7,286

 

1,158

 

7,286

 

General and administrative

 

4,007

 

25,220

 

4,007

 

25,220

 

Research and development

 

134

 

842

 

134

 

842

 

 

 

5,299

 

33,348

 

5,299

 

33,348

 

 


Note1:    Each ADS represents two common shares.

 

Note2:    Impairment loss was reclassified from other operating expense to operating expense as of Dec 31, 2011.

 



 

AMBOW EDUCATION HOLDING LTD

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

(ALL AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

 

 

 

For the year ended December 31

 

 

 

6-K

 

Adjusted

 

 

 

2011

 

2011

 

2011

 

2011

 

 

 

USD

 

RMB

 

USD

 

RMB

 

Operating income from continuing operations

 

52,763

 

332,083

 

32,677

 

205,665

 

Share-based compensation expenses

 

5,299

 

33,348

 

5,299

 

33,348

 

Impairment loss

 

 

 

4,025

 

25,336

 

Non-GAAP operating income from continuing operations

 

58,062

 

365,431

 

42,001

 

264,349

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

 

36,871

 

232,060

 

22,365

 

140,766

 

Impairment loss

 

4,025

 

25,336

 

4,025

 

25,336

 

Net income from continuing operations excluding impairment loss from continuing operations attributable to Ambow

 

40,896

 

257,396

 

26,390

 

166,102

 

Share-based compensation expenses

 

5,299

 

33,348

 

5,299

 

33,348

 

Non-GAAP net income from continuing operations

 

46,195

 

290,744

 

31,689

 

199,450

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations margin

 

13.2

%

13.2

%

8.4

%

8.4

%

Non-GAAP net income from continuing operations margin

 

16.5

%

16.5

%

11.9

%

11.9

%

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations per ADS attributable to Ordinary Shareholders - Basic (note 4)

 

0.52

 

3.25

 

0.32

 

1.96

 

Net income from continuing operations per ADS attributable to Ordinary Shareholders - Diluted

 

0.49

 

3.09

 

0.30

 

1.88

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations per adjusted ADS attributable to Ambow - Basic

 

0.52

 

3.25

 

0.32

 

1.96

 

Net income from continuing operations per adjusted ADS attributable to Ambow — Diluted (note3)

 

0.49

 

3.09

 

0.30

 

1.88

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income from continuing operations per adjusted ADS attributable to Ambow - Basic

 

0.65

 

4.07

 

0.44

 

2.79

 

Non-GAAP net income from continuing operations per adjusted ADS attributable to Ambow — Diluted

 

0.61

 

3.87

 

0.42

 

2.65

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted average number of ADS used in calculating net income and non GAAP from continuing operations net income attributable to Ambow per ADS - basic

 

71,469,519

 

71,469,519

 

71,469,519

 

71,469,519

 

Adjusted weighted average number of ADS used in calculating net income and non GAAP net income from continuing operations attributable to Ambow per ADS - diluted

 

75,216,406

 

75,216,406

 

75,216,406

 

75,216,406

 

 

 

 

 

 

 

 

 

 

 

EBITDA from continuing operations excluding impairment loss from continuing operations (note1)

 

70,061

 

440,957

 

55,267

 

347,842

 

Share-based compensation expenses

 

5,299

 

33,348

 

5,299

 

33,348

 

Adjusted EBITDA from continuing opertion excluding impairment loss from continuing operations (note2)

 

75,360

 

474,305

 

60,566

 

381,190

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin from continuing operations excluding impairment loss from continuing operations

 

25.1

%

25.1

%

20.8

%

20.8

%

Adjusted EBITDA margin from continuing operations excluding impairment loss from continuing operations

 

27.0

%

27.0

%

22.8

%

22.8

%

 


Note1:    EBITDA from continuing operations, a non-GAAP measure,  being net income from continuing operations attributable to Ambow excluding interest expense, income tax expenses, depreciation and amortization.  The depreciation and amortization from continuing operations for the twelve months of 2011(6-k) and 2011 (adjusted) were RMB 106,940 and RMB 114,906, respectively.

 

Note2:    Adjusted EBITDA from continuing operations being EBITDA from continuing operations excluding share based compensation.

 

Note3:    Net income from continuing operations per adjusted ADS attributable to Ambow  — diluted is computed by dividing net income  from continuing operations attributable to Ambow by weighted average number of common shares outstanding for the period plus (1) shares issuable upon the exercise of outstanding share options and (2) the number of common shares resulting from the assumed conversion of all the outstanding redeemable convertible preferred share and exercise of warrants upon closing of the initial public offering as if the conversion or exercise had occurred at the beginning of the period.

 

Note4:    Net income from continuing operations used to calculate EPADS is equal to net income (loss) attributable to AMBOW EDUCATION HOLDING LTD minus income (loss) from discontinued operations, net of income taxes.

 



 

AMBOW EDUCATION HOLDING LTD

CONDENSED CONSOLIDATED BALANCE SHEETS

(ALL AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

 

 

 

As of December 31,

 

 

 

6-K

 

Adjusted

 

 

 

2011

 

2011

 

2011

 

2011

 

 

 

USD

 

RMB

 

USD

 

RMB

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

61,818

 

389,075

 

74,784

 

470,682

 

Restricted cash

 

350

 

2,200

 

350

 

2,200

 

Term deposits

 

7,341

 

46,205

 

7,341

 

46,205

 

Accounts receivable, net

 

33,820

 

212,857

 

17,199

 

108,247

 

Amounts due from related parties

 

10,569

 

66,521

 

10,569

 

66,521

 

Deferred tax assets, current

 

2,406

 

15,142

 

2,721

 

17,126

 

Prepaid and other current assets

 

130,498

 

821,344

 

91,219

 

574,123

 

Assets classified as held for sale (adjustment 5)

 

 

 

61,075

 

384,401

 

TOTAL CURRENT ASSETS

 

246,802

 

1,553,344

 

265,258

 

1,669,505

 

Property and equipment, net

 

101,563

 

639,225

 

125,362

 

789,016

 

Intangible assets and land use rights, net

 

119,985

 

755,174

 

120,082

 

755,784

 

Goodwill

 

170,796

 

1,074,980

 

184,207

 

1,159,386

 

Deferred tax assets, non-current

 

763

 

4,800

 

763

 

4,800

 

Amounts due from related parties

 

3,569

 

22,463

 

3,569

 

22,463

 

Other non-current assets

 

53,170

 

334,645

 

50,791

 

319,673

 

TOTAL NON-CURRENT ASSETS

 

449,846

 

2,831,287

 

484,774

 

3,051,122

 

TOTAL ASSETS

 

696,648

 

4,384,631

 

750,032

 

4,720,627

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

18,759

 

118,070

 

18,759

 

118,070

 

Current portion of Long-term borrowings

 

2,542

 

16,000

 

2,542

 

16,000

 

Deferred revenue

 

69,746

 

438,975

 

72,481

 

456,189

 

Accounts payable

 

7,632

 

48,034

 

8,245

 

51,896

 

Accrued expenses and other current liabilities

 

71,550

 

450,326

 

76,658

 

482,476

 

Income tax payable

 

21,303

 

134,079

 

21,037

 

132,406

 

Amount due to related parties

 

7,552

 

47,531

 

7,552

 

47,531

 

Liabilities classified as held for sale (adjustment 5)

 

 

 

23,065

 

145,169

 

TOTAL CURRENT LIABILITIES

 

199,084

 

1,253,015

 

230,339

 

1,449,737

 

Deferred tax liabilities, non-current

 

17,990

 

113,227

 

24,527

 

154,368

 

Long-term borrowings

 

7,388

 

46,500

 

7,388

 

46,500

 

Non-current portion of consideration payable for acquisitions and other liabilities

 

18,337

 

115,414

 

48,231

 

303,559

 

TOTAL NON-CURRENT LIABILITIES

 

43,715

 

275,141

 

80,146

 

504,427

 

TOTAL LIABILITIES

 

242,799

 

1,528,156

 

310,485

 

1,954,164

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

445,129

 

2,801,594

 

430,827

 

2,711,582

 

TOTAL AMBOW EDUCATION HOLDING LTD’S EQUITY

 

445,129

 

2,801,594

 

430,827

 

2,711,582

 

Non-controlling interest

 

8,720

 

54,881

 

8,720

 

54,881

 

TOTAL SHAREHOLDER’S EQUITY

 

453,849

 

2,856,475

 

439,547

 

2,766,463

 

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

 

696,648

 

4,384,631

 

750,032

 

4,720,627