Ambow Education Holding Ltd 6-K, filed Dec 30, 2024
Ambow Education Holding Ltd. (AMBO)
About this 6-K
Ambow Education Holding Ltd filed this 6-K on December 30, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
Commission File Number: 001-34824
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
10080 N. Wolfe Rd,
Suite SW3-200, Cupertino, CA 95014
United States of America
Telephone: +1 (628) 888-4587
(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 ☐
Other Information
Attached hereto as Exhibit 99.1 is a press release dated December 30, 2024, announcing the Company’s unaudited financial and operating results for the three months and six months ended June 30, 2024.
The information contained in Exhibits 99.2 and 99.3 on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-264878), and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ambow Education Holding Ltd. | ||
| By: | /s/ Jin Huang | |
| Name: | Dr. Jin Huang | |
| Title: | President and Chief Executive Officer | |
Date: December 30, 2024
2
Exhibit 99.1
Ambow Education Announces Second Quarter and First Half of 2024 Financial Results
CUPERTINO, Calif., December 30, 2024 /GLOBE NEWSWIRE/ -- Ambow Education Holding Ltd. (“Ambow” or the “Company”) (NYSE American: AMBO), a leading AI-driven educational and collaboration technology company, today announced its unaudited financial and operating results for the three-month and six-month periods ended June 30, 2024.
“We made considerable progress in the first half of the year, reaching profitability and improving our margins, setting the stage for our next wave of growth,” said Dr. Jin Huang, Ambow’s President, Chief Executive Officer and acting Chief Financial Officer. “By dedicating our resources to our first-to-market AI-driven hybrid education platform, HybriU, we are poised to address expansive market opportunities with a more streamlined cost structure and agile business model. Generative AI is driving massive advancements in how we learn and how instruction is delivered. We are leading this transition to hybrid education with HybriU’s all-in-one AI-led solution for education and workforce training on a global scale. Our recent $1.3 million licensing agreement for HybriU in overseas markets is a strong starting point. As we continue to make new inroads with HybriU in both U.S. and international markets, we are bringing a unified hybrid learning experience to students and educators worldwide.”
Second Quarter 2024 Financial Highlights
| ● | Net revenues for the second quarter of 2024 decreased by 11.1% to $2.4 million from $2.7 million for the same period of 2023. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year. |
| ● | Gross profit for the second quarter of 2024 increased by 8.3% to $1.3 million from $1.2 million for the same period of 2023. Gross profit margin was 54.2% for the second quarter of 2024, compared with 44.4% for the second quarter of 2023. |
| ● | Operating expenses for the second quarter of 2024 decreased by 35.0% to $1.3 million from $2.0 million for the same period of 2023. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year and the associated reduction in shared center personnel costs. |
| ● | Operating (loss) income improved to an income of $0.1 million for the second quarter of 2024 from a loss of $0.8 million for the same period of 2023. |
| ● | Net (loss) income attributable to ordinary shareholders improved to an income of $0.1 million for the second quarter of 2024, or $0 per basic and diluted share, from a net loss of $1.0 million, or $0.02 per basic and diluted share, for the same period of 2023. |
| ● | As of June 30, 2024, Ambow maintained cash resources of $9.0 million, comprising cash and cash equivalents of $1.6 million and restricted cash of $7.4 million. |
First Six Months 2024 Financial Highlights
| ● | Net revenues for the first six months of 2024 decreased by 21.3% to $4.8 million from $6.1 million for the same period of 2023. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year. |
| ● | Gross profit for the first six months of 2024 increased by 30.0% to $2.6 million from $2.0 million for the same period of 2023. Gross profit margin was 54.2%, compared with 32.8% for the same period of 2023. |
| ● | Operating expenses for the first six months of 2024 decreased by 23.1% to $3.0 million from $3.9 million for the same period of 2023. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year and the associated reduction in shared center personnel costs. |
| ● | Operating loss for the first six months of 2024 was $0.4 million, compared with an operating loss of $1.9 million for the same period of 2023. |
| ● | Net (loss) income attributable to ordinary shareholders improved to an income of $0.2 million for the first six months of 2024, or $0 per basic and diluted share, from a net loss of $2.2 million, or $0.04 per basic and diluted share, for the same period of 2023. |
The Company’s financial and operating results for the second quarter and first half of 2024 can also be found on its Report of Foreign Private Issuer on Form 6-K, to be furnished with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.
Subsequent Events
On December 20, 2024, at Ambow's Annual General Meeting of Shareholders, shareholders ratified the adoption of the Company’s 2024 Equity Incentive Plan for the purpose of granting share-based compensation awards to employees, directors, officers and consultants to incentivize their performance and align their interests.
About Ambow
Ambow Education Holding Ltd. is a leading AI-driven educational and collaboration technology company with primary operations in the United States. Through its for-profit college in San Diego, California, and its innovative, patented AI-driven technology platform, HybriU, Ambow delivers high-quality, personalized, and career-oriented education services, along with a comprehensive, one-stop solution that revolutionizes how the world learns, works, and connects. For more information, visit Ambow’s website at https://www.ambow.com/.
Follow us on X: @Ambow_Education
Follow us on LinkedIn: Ambow-education-group
Safe Harbor Statement
This press release contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates” and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about Ambow and the industry. All information provided in this press release is as of the date hereof, and Ambow undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although Ambow believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
For more information, please contact:
Ambow
Education Holding Ltd.
E-mail: ir@ambow.com
or
Piacente Financial Communications
Tel: +1-212-481-2050
E-mail: ambow@tpg-ir.com
2
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except for share and per share data)
| As of December 31, | As of June 30, | |||||||
| 2023 | 2024 | |||||||
| $ | $ | |||||||
As Revised | Unaudited | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 274 | 1,645 | ||||||
| Restricted cash | 9,781 | 7,384 | ||||||
| Accounts receivable, net | 2,280 | 2,257 | ||||||
| Prepaid and other current assets | 178 | 144 | ||||||
| Total current assets | 12,513 | 11,430 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 6 | 2 | ||||||
| Intangible assets, net | 522 | 517 | ||||||
| Operating lease right-of-use asset | 4,896 | 3,821 | ||||||
| Other non-current assets | 2,629 | 1,805 | ||||||
| Total non-current assets | 8,053 | 6,145 | ||||||
| Total assets | 20,566 | 17,575 | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Short-term borrowings | 3,939 | 2,700 | ||||||
| Accounts payable | 1,386 | 942 | ||||||
| Accrued and other liabilities | 1,468 | 973 | ||||||
| Income taxes payable | 510 | — | ||||||
| Operating lease liability, current | 2,486 | 2,325 | ||||||
| Total current liabilities | 9,789 | 6,940 | ||||||
| Non-current liabilities: | ||||||||
| Operating lease liability, non-current | 4,349 | 3,991 | ||||||
| Total non-current liabilities | 4,349 | 3,991 | ||||||
| Total liabilities | 14,138 | 10,931 | ||||||
| EQUITY | ||||||||
| Preferred shares | ||||||||
| ($0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of December 31, 2023 and June 30, 2024) | — | — | ||||||
| Class A Ordinary shares | ||||||||
| ($0.003 par value; 66,666,667 and 66,666,667 shares authorized, 52,419,109 and 52,419,109 shares issued and outstanding as of December 31, 2023 and June 30, 2024, respectively) | 146 | 146 | ||||||
| Class C Ordinary shares | ||||||||
| ($0.003 par value; 8,333,333 and 8,333,333 shares authorized, 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2023 and June 30, 2024, respectively) | 13 | 13 | ||||||
| Additional paid-in capital | 517,031 | 517,031 | ||||||
| Accumulated deficit | (510,634 | ) | (510,418 | ) | ||||
| Accumulated other comprehensive loss | (128 | ) | (128 | ) | ||||
| Total equity | 6,428 | 6,644 | ||||||
| Total liabilities and equity | 20,566 | 17,575 | ||||||
3
AMBOW EDUCATION HOLDING LTD.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS) INCOME
(All amounts in thousands, except for share and per share data)
| For the six months ended June 30, | For the three months ended June 30, | |||||||||||||||
| 2023 | 2024 | 2023 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| NET REVENUES | ||||||||||||||||
| Educational programs and services | 6,097 | 4,773 | 2,728 | 2,399 | ||||||||||||
| COST OF REVENUES | ||||||||||||||||
| Educational programs and services | (4,082 | ) | (2,208 | ) | (1,508 | ) | (1,064 | ) | ||||||||
| GROSS PROFIT | 2,015 | 2,565 | 1,220 | 1,335 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (425 | ) | (550 | ) | (148 | ) | (251 | ) | ||||||||
| General and administrative | (3,449 | ) | (2,280 | ) | (1,829 | ) | (944 | ) | ||||||||
| Research and development | — | (150 | ) | — | (75 | ) | ||||||||||
| Total operating expenses | (3,874 | ) | (2,980 | ) | (1,977 | ) | (1,270 | ) | ||||||||
| OPERATING (LOSS) INCOME | (1,859 | ) | (415 | ) | (757 | ) | 65 | |||||||||
| OTHER (EXPENSES) INCOME | ||||||||||||||||
| Interest (expense) income, net | (33 | ) | 66 | (26 | ) | 31 | ||||||||||
| Foreign exchange loss, net | (9 | ) | — | (9 | ) | — | ||||||||||
| Other (expense) income, net | (281 | ) | 60 | (196 | ) | 33 | ||||||||||
| Total other (expense) income | (323 | ) | 126 | (231 | ) | 64 | ||||||||||
| (LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTEREST | (2,182 | ) | (289 | ) | (988 | ) | 129 | |||||||||
| Income tax (expense) benefit | (13 | ) | 505 | (13 | ) | (6 | ) | |||||||||
| NET (LOSS) INCOME | (2,195 | ) | 216 | (1,001 | ) | 123 | ||||||||||
| -Less: Net (loss) income attributable to non-controlling interests | — | — | — | — | ||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | (2,195 | ) | 216 | (1,001 | ) | 123 | ||||||||||
| OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | ||||||||||||||||
| Other comprehensive (loss) income | — | — | — | — | ||||||||||||
| TOTAL COMPREHENSIVE (LOSS) INCOME | (2,195 | ) | 216 | (1,001 | ) | 123 | ||||||||||
| Net (loss) income per share – basic and diluted | (0.0395 | ) | 0.0038 | (0.0175 | ) | 0.0022 | ||||||||||
| Net (loss) income per ADS – basic and diluted | (0.7900 | ) | 0.0760 | (0.3500 | ) | 0.0440 | ||||||||||
| Weighted average shares used in calculating basic and diluted net (loss) income per share | 55,525,314 | 57,127,524 | 57,127,524 | 57,127,524 | ||||||||||||
4
Exhibit 99.2
AMBOW EDUCATION HOLDING LTD.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
JUNE 30, 2023 AND 2024
CONTENTS
F-1
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except for share and per share data)
| As of December 31, | As of June 30, | ||||||||||
| Note | 2023 | 2024 | |||||||||
| $ | $ | ||||||||||
| As Revised | Unaudited | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalent | 4 | ||||||||||
| Restricted cash | 4 | ||||||||||
| Accounts receivable, net | 5 | ||||||||||
| Prepaid and other current assets | 6 | ||||||||||
| Total current assets | |||||||||||
| Non-current assets: | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease right-of-use asset | 14 | ||||||||||
| Other non-current assets | 7 | ||||||||||
| Total non-current assets | |||||||||||
| Total assets | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(All amounts in thousands, except for share and per share data)
| As of December 31, | As of June 30, | ||||||||||
| Note | 2023 | 2024 | |||||||||
| $ | $ | ||||||||||
As Revised | Unaudited | ||||||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Short-term borrowings | 8 | ||||||||||
| Accounts payable | |||||||||||
| Accrued and other liabilities | 9 | ||||||||||
| Income taxes payable | |||||||||||
| Operating lease liability, current | 14 | ||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities: | |||||||||||
| Operating lease liability, non-current | 14 | ||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
AMBOW EDUCATION HOLDING LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(All amounts in thousands, except for share and per share data)
| As of December 31, | As of June 30, | ||||||||||
| Note | 2023 | 2024 | |||||||||
| $ | $ | ||||||||||
| As Revised | Unaudited | ||||||||||
| Commitments and contingencies | |||||||||||
| EQUITY | |||||||||||
| Preferred shares | |||||||||||
| ($ | |||||||||||
| Class A Ordinary shares | |||||||||||
| ($ | 10 | ||||||||||
| Class C Ordinary shares | |||||||||||
| ($ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ) | ( | ) | |||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | |||||||
| Total equity | |||||||||||
| Total liabilities and equity | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(All amounts in thousands, except for share and per share data)
| For the six months ended June 30, | For the three months ended June 30, | ||||||||||||||||||
| Note | 2023 | 2024 | 2023 | 2024 | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||
| NET REVENUES | |||||||||||||||||||
| Educational program and services | |||||||||||||||||||
| COST OF REVENUES | |||||||||||||||||||
| Educational program and services | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| GROSS PROFIT | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||
| Selling and marketing | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Research and development | ( | ) | ( | ) | |||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| OPERATING (LOSS) INCOME | ( | ) | ( | ) | ( | ) | |||||||||||||
| OTHER (EXPENSES) INCOME | |||||||||||||||||||
| Interest (expense) income, net | ( | ) | ( | ) | |||||||||||||||
| Foreign exchange loss, net | ( | ) | ( | ) | |||||||||||||||
| Other (expenses) income, net | ( | ) | ( | ) | |||||||||||||||
| Total other (expenses) income | ( | ) | ( | ) | |||||||||||||||
| (LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | ( | ) | ( | ) | ( | ) | |||||||||||||
| Income tax (expense) benefit | 12 | ( | ) | ( | ) | ( | ) | ||||||||||||
| NET (LOSS) INCOME | ( | ) | ( | ) | |||||||||||||||
| -Less: Net (loss) income attributable to noncontrolling interests | |||||||||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | ( | ) | ( | ) | |||||||||||||||
| OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | |||||||||||||||||||
| Other comprehensive (loss) income | |||||||||||||||||||
| TOTAL COMPREHENSIVE (LOSS) INCOME | ( | ) | ( | ) | |||||||||||||||
| Net (loss) income per share - basic and diluted | 13 | ( | ) | ( | ) | ||||||||||||||
| Net (loss) income per ADS - basic and diluted | ( | ) | ( | ) | |||||||||||||||
| Weighted average shares used in calculating basic and diluted net (loss) income per share | 13 | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(All amounts in thousands, except for share and per share data)
| Attributable to Ambow Education Holding Ltd.’s Equity | |||||||||||||||||||||||||||||||||||||||||||
| Accumulated | |||||||||||||||||||||||||||||||||||||||||||
| Class A Ordinary | Class C Ordinary | Additional | other | Non- | |||||||||||||||||||||||||||||||||||||||
| shares | shares | paid-in | Statutory | Accumulated | comprehensive | controlling | Total | ||||||||||||||||||||||||||||||||||||
| Note | Shares | Amount | Shares | Amount | capital | reserves | deficit | loss | interest | Equity | |||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2023 | ( |
) | |||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares in a registered direct offering | 10 | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2023 | ( |
) | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | ( |
) | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands, except for share and per share data)
| For the six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of ordinary shares and warrants to purchase ordinary shares | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Repayments of short-term borrowings | ( | ) | ||||||
| Proceeds from third-parties’ loans | ||||||||
| Proceeds from borrowing from related parties | ||||||||
| Repayments of borrowing from related parties | ( | ) | ||||||
| Net cash (used in)/provided by financing activities | ( | ) | ||||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ||||||
| Net change in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of periods | ||||||||
| Cash, cash equivalents and restricted cash at end of periods | ||||||||
| Cash, cash equivalents and restricted cash at end of year | ||||||||
| Supplemental disclosure of cash flow information | ||||||||
| Income tax paid | ( | ) | ||||||
| Interest paid | ( | ) | ( | ) | ||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-7
AMBOW EDUCATION HOLDING LTD.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
The accompanying consolidated financial statements include the financial statements of Ambow Education Holding Ltd. (hereinafter referred to as the “Company”) and its subsidiaries. The Company and its subsidiaries are hereinafter collectively referred to as the “Group.” The Group is a U.S.-based, leading AI-driven educational and collaboration technology company. Its mission is to eliminate barriers between online and offline environments, languages and regions, and academia and industry. The Group offers high-quality, individualized, and dynamic career education services and products through the operation of its for-profit colleges.
2. LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2024, the Group’s consolidated current assets
exceeded its consolidated current liabilities by $
The Group’s principal sources of liquidity were cash used in
operating activities, bank borrowings, third-party loans, and ordinary shares issuance. The Group had net cash used in operating activities
of $
The Group’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to achieve a net income position in the foreseeable future. If management is not able to increase revenues and/or manage costs and operating expenses in line with revenue forecasts, the Group may not be able to achieve profitability.
The Group believes that available cash and cash equivalents, restricted cash released within 12 months, and cash provided by operating activities, together with cash available from the activities mentioned above, should enable the Group to meet presently anticipated cash needs for at least the next 12 months after the issue date of the unaudited condensed consolidated financial statements, and the Group has prepared the unaudited condensed consolidated financial statements on a going concern basis. However, the Group continues to have ongoing obligations and expects that it will require additional capital to execute its longer-term business plan. If the Group encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additional public offerings, obtaining credit facilities, streamlining business units, controlling rental, overhead and other operating expenses and seeking to further dispose of non-cash generating units. Management cannot provide any assurance that the Group will raise additional capital if needed.
Risks and Uncertainties
On January 19, 2023, the New England Commission of Higher Education (“NECHE”) informed Bay State College (“BSC”) of its intention to withdraw BSC’s accreditation as of August 31, 2023. Following the rejection of Ambow’s appeal, the Board of Trustees announced to permanently close Bay State College at the end of the 2022-2023 academic year, and this permanent closer was completed on August 31, 2023. The College provided academic, support and transitional services to students through August 31, 2023, and signed agreements with several area universities to provide program completion pathways to Bay State students, often with enhanced transfer and other opportunities.
3. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of presentation
The accompanying unaudited condensed consolidated financial statements of the Group have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto, included in the Company’s 2023 Annual Report filed with the SEC on April 25, 2024. The interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year or any future periods.
F-8
b. Foreign currency translation
The Group uses US$ as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands and the United States is US$. In the Group’s consolidated financial statements, the financial information of the Company and its subsidiaries, which use US$ or their respective local currency as their functional currency, have been translated into US$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated using the average exchange rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of other comprehensive income or loss in the statement of comprehensive (loss) income.
Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are remeasured at the applicable rates of exchange in effect at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from remeasurement at year-end are recognized in foreign currency exchange gains/losses, net in the consolidated statement of comprehensive (loss) income.
c. Revenue recognition
The Group’s revenue is generated from delivering educational programs and services.
The core principle of ASC 606 is that an entity recognizes revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the Group applies the following steps:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract;
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
We have NewSchool of Architecture & Design in the U.S., which offers career-focused post-secondary educational services to undergraduate students.
For undergraduate students, there are usually no written formal contracts between us and the students, according to business practice. Records with the student’s name, grades, tuition and fees collected are signed or confirmed by students. Academic requirements and each party’s rights are communicated with students through enrollment brochures or daily teaching and academic activities.
For undergraduate students, our performance obligations are to provide acknowledged academic education within academic years, and post-secondary education with associate and bachelor’s programs within agreed-upon periods. The transaction price is the tuition fee received and circumstances like other variable considerations, significant financing components, noncash considerations, and considerations payable to a customer do not exist. As there is only one performance obligation, the transaction price is allocated to the one performance obligation. The Group satisfies the performance obligation to students over time and recognizes revenue according to school days consumed in each month of a semester.
Contract Balances
The Group classifies its right to consideration in exchange for service transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Group recognizes accounts receivable in its consolidated balance sheets when it performs a service in advance of receiving consideration and it has the unconditional right to receive consideration. A contract asset is recorded when the Group has transferred services to the customer before payment is received or is due. The Group did record contract assets as of December 31, 2023 and June 30, 2024.
The contract liabilities consist of deferred revenue, which relates to unsatisfied performance obligations at the end of each reporting period and consists of tuition received in advance from students. As of December 31, 2023 and June 30, 2024, the Group’s deferred revenue amounted to and , respectively.
F-9
d. Allowance for Credit Losses
In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments - Credit Losses, the Company estimates and records an expected lifetime credit loss on accounts receivable and long-term receivable included in other non-current assets by utilizing historical write-off rates as a starting point for determining expected credit losses and has considered all available relevant information, including details about past events, current conditions, and reasonable and supportable forecasts, as well as their impact on the expected credit losses. The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts.
e. Leases
The Group accounts for its lease under ASC 842 Leases, and identifies the lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. For all operating leases except for short-term leases, the Group recognizes operating right-of-use assets and operating lease liabilities. Leases with an initial term of 12 months or less are short-term leases and are not recognized as right-of-use assets and lease liabilities on the consolidated balance sheet. The Group recognizes lease expense for short-term leases on a straight-line basis over the lease term. For finance leases, the Group recognizes finance lease right-of-use assets. The operating lease liabilities are recognized based on the present value of the lease payments not yet paid, discounted using the Group’s incremental borrowing rate over a similar term of the lease payments at lease commencement. Some of the Group’s lease agreements contain renewal options; however, the Group does not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Group is reasonably certain of renewing the lease at inception or when a triggering event occurs. The right-of-use assets consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Operating lease
When none of the criteria of a finance lease are met, a lessee shall classify the lease as an operating lease.
Finance lease
The Group classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement:
a. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;
b. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise;
c. The lease term is for the major part of the remaining economic life of the underlying asset;
d. The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with ASC 842 paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset;
e. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term;
f. Income taxes
Income taxes are provided for in accordance with the laws of the relevant taxing authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
ASC 740-10-50-19 requires that an entity disclose its policy on the classification of interest and penalties due to taxing authorities in the notes to the financial statements. In addition, ASC 740-10-50-15(c) requires that all entities disclose in the statement of operations and in the statement of financial position the total amounts of the interest and penalties related to tax positions recognized. As of June 30 2024, the Company did not have any interest or penalty on tax deficiencies.
Deferred tax liabilities and assets are classified as noncurrent and presented with a netted-off amount in the consolidated balance sheets as of December 31, 2023 and June 30 2024, respectively.
F-10
g. Recently issued accounting standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. The ASU No. 2023-07 is effective for the Company’s annual disclosures for fiscal year 2024 and for interim periods beginning with the first half of 2025. The Group is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements.
In December 2023, the FASB issued Accounting Standard Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for public entities for the annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted. The Group is in the process of evaluating the impact of adopting this new guidance on its consolidated financial statements.
4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
| As of | ||||||||
| December 31, 2023 | June 30, 2024 | |||||||
| $ | $ | |||||||
| As Revised | Unaudited | |||||||
| Cash and cash equivalents | ||||||||
| Restricted cash (Note i) | ||||||||
| Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows | ||||||||
(Note i)
Revision of previously issued financial statements
During the course of preparing the unaudited condensed consolidated
financial statements for the six months ended June 30, 2024, it was identified that there was a classification error in the previously
issued consolidated financial statements for the year ended December 31, 2023 in relation to the measurement of “Cash and cash equivalents”
and “Restricted cash.” The cash collateral that was pledged by the Company to obtain a letter of credit from financial institutions
was included in “Cash and cash equivalents,” which shall be included in “Restricted cash,” and consequently resulted
in a misstatement of “Cash and cash equivalents” and “Restricted cash.” As such, the Company revised the presentation
of the consolidated balance sheet as of December 31, 2023. The revision had no impact on the net loss, comprehensive loss, loss per share,
accumulated deficit or the cash flows as previously reported.
| As of December 31, 2023 | ||||||||||||
| Consolidated balance sheet: | As previously reported | Adjustment | As revised | |||||||||
| $ | $ | $ | ||||||||||
| Cash and cash equivalents | ( | ) | ||||||||||
| Restricted cash | ||||||||||||
5. ACCOUNTS RECEIVABLE, NET
| As of | ||||||||
| December 31, 2023 | June 30, 2024 | |||||||
| $ | $ | |||||||
| Unaudited | ||||||||
| Accounts receivable | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | ||||||||
Allowances for credit losses of $
F-11
6. PREPAID AND OTHER CURRENT ASSETS
| As of | ||||||||
| December 31, 2023 | June 30, 2024 | |||||||
| $ | $ | |||||||
| Unaudited | ||||||||
| Inventories | ||||||||
| Prepayments to suppliers | ||||||||
| Loans to third parties | ||||||||
| Others | ||||||||
| Total before allowance for credit losses | ||||||||
| Less: allowance for credit losses | ||||||||
| Total | ||||||||
7. OTHER NON-CURRENT ASSETS
| As of | ||||||||
| December 31, 2023 | June 30, 2024 | |||||||
| $ | $ | |||||||
| Unaudited | ||||||||
| Long-term restricted cash (Note i) | ||||||||
| Long-term receivable (Note ii) | ||||||||
| Long-term lease deposits | ||||||||
| Purchased educational content | ||||||||
| Others | ||||||||
| Sub-total | ||||||||
| Less: allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Total | ||||||||
(Note i)
(Note ii)
8. SHORT-TERM BORROWINGS
| Amount | Annual Interest | Repayment | ||||||||||||
| Date | Borrower | Lender | ($) | Rate | Due Date | |||||||||
| January 9, 2024 | % | |||||||||||||
| October 11, 2022 | % | |||||||||||||
In October 2022 and January 2024, the Group pledged its restricted
cash amount of $
On October 11, 2022, the Group received a loan from Cathy Bank in the
amount of $
F-12
9. ACCRUED AND OTHER LIABILITIES
| As of | ||||||||
| December 31, 2023 | June 30, 2024 | |||||||
| $ | $ | |||||||
| Unaudited | ||||||||
| Accrued payroll and welfare | ||||||||
| Amounts due to students | ||||||||
| Deferred revenue | ||||||||
| Others | ||||||||
| Total | ||||||||
10. ORDINARY SHARES
The addition of ordinary shares during the six months ended June 30, 2023 came from a registered direct offering on February 28, 2023.
On February 28, 2023, the Company completed the issuance of
The Company classified the warrant in each of the aforementioned issuances on its condensed consolidated balance sheets as equity, and valued the respective warrant issued in conjunction with private placements using the Black-Scholes model.
11. SHARE-BASED COMPENSATION
Amended and Restated 2010 Equity Incentive Plan
On June 1, 2010, the Group adopted the 2010 Equity Incentive Plan,
or the “2010 Plan,” which became effective upon the completion of the IPO on August 5, 2010 and terminated automatically
Share options
Management of the Group is responsible for determining the fair value of options granted and has considered a number of factors when making this determination, including valuations. The Group did not grant options during the years ended December 31, 2023 nor during the six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, all share options were vested and previously expensed.
Restricted stock awards
On November 22, 2018, the Board of Directors approved the grant of
F-13
On May 27, 2022, the Board of Directors approved the grant of
On June 30, 2022, the Board of Directors approved to grant
The Group recorded share-based compensation expenses of and in general and administrative expenses for the restricted stock awards for the six months ended June 30, 2023 and 2024, respectively. The unrecognized share-based compensation expenses amounted to as of June 30, 2024.
12. TAXATION
a. Income taxes
Cayman Islands
Under the current laws of the Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gains. In addition, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
U.S.
| Six
months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| $ | $ | |||||||
| Unaudited | Unaudited | |||||||
| Current: | ( | ) | ||||||
| Deferred: | ||||||||
| Provision for income tax (expenses) benefit | ( | ) | ||||||
| Six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| % | % | |||||||
| Unaudited | Unaudited | |||||||
| Weighted average statuary tax rate | % | % | ||||||
| States taxes, net of federal benefit | % | % | ||||||
| Tax effect of non-deductible expenses | % | ( | )% | |||||
| Tax effect of non-taxable income | % | % | ||||||
| Changes in valuation allowance | — | % | ( | )% | ||||
| Effect of tax amendment | ( | )% | % | |||||
| Effective tax rate | ( | )% | % | |||||
F-14
13. NET INCOME/LOSS PER SHARE
| | Six months ended June 30, | |||||||
| | 2023 | 2024 | ||||||
| | $ | $ | ||||||
| | Unaudited | Unaudited | ||||||
| Numerator: | | | ||||||
| Numerator for basic and diluted net (loss) income per share | ( | ) | ||||||
| Denominator: | | | ||||||
| Denominator for basic and diluted net (loss) income per share weighted average ordinary shares outstanding | ||||||||
| | | | ||||||
| Basic and diluted net (loss) income per share | ( | ) | ||||||
| Basic and diluted net (loss) income per ADS (Note i) | ( | ) | ||||||
(Note i)
Basic (loss) income per share is computed using the weighted average number of the ordinary shares outstanding during the six months ended June 30, 2023 and 2024. Diluted (loss) income per share is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the six months ended June 30, 2023 and 2024.
14. LEASES
The Group has operating leases for classrooms, dormitories, and corporate offices.
| Six Months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| $ | $ | |||||||
| Unaudited | Unaudited | |||||||
| Operating lease expense | ||||||||
| Six Months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| $ | $ | |||||||
| Unaudited | Unaudited | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows used in operating leases | ||||||||
F-15
| Six Months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Unaudited | Unaudited | |||||||
| Weighted-average Remaining Lease Term | ||||||||
| Operating leases | ||||||||
| Weighted-average Discount Rate | ||||||||
| Operating leases | % | % | ||||||
The Group’s lease agreements do not have a readily determinable discount rate. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Group would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The weighted-average discount rate was calculated using the discount rate for the lease that was used to calculate the lease liability balance for each lease and the remaining balance of the lease payments for each lease as of June 30, 2023 and 2024, respectively.
The weighted-average remaining lease terms were calculated using the remaining lease term and the lease liability balance for each lease as of June 30, 2023 and 2024, respectively.
| Amount | ||||
| $ | ||||
| Unaudited | ||||
| For the six months ending December 31, 2024 (remaining) | ||||
| For the year ending December 31, | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: interest | ( | ) | ||
| Total | ||||
| Less: current portion | ( | ) | ||
| Non-current portion | ||||
As of June 30, 2024, the Group had no material operating or finance leases that had not yet commenced.
15. RELATED PARTY TRANSACTIONS
In January 2024, Ambow made a borrowing of $
16. CONTINGENCIES
In July 2024, NewSchool of Architecture & Design, LLC (“NewSchool”), a subsidiary of the Group, had a disagreement with Art Block Investors, LLC, BroArt, LLC, Art Block MF, LLC, PREF Art Block, LLC (the “Landlord”), regarding the campus lease, which is currently in litigation. NewSchool is actively working with an experienced legal team to resolve the dispute. Classes remain in session without any interruptions to courses or enrollment at this time. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time.
17. SUBSEQUENT EVENTS
On December 20, 2024, the Annual General Meeting of Shareholders of Ambow approved to ratify the adoption of the Company’s 2024 Equity Incentive Plan for the purpose of granting share-based compensation awards to employees, directors, officers and consultants to incentivize their performance and align their interests.
F-16
Exhibit 99.3
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the periods specified in the earnings release included as an exhibit to this Form 6-K. We undertake no obligation to update publicly any forward-looking statements in such earnings release or otherwise included in this Form 6-K.
A. Operating Results
Overview
We have positioned ourselves at the forefront of future education trends that indicate requirements for a more integrated, hybrid model of academic and workforce training. Our fully integrated hybrid education delivery and content development platform, called HybriU, seeks to break down traditional boundaries between online and offline learning, academic and industry training, and language and region to meet the evolving needs of learners and educators.
Intelligent technology is transforming the education industry. Students are no longer restricted by the traditional learning environment. Intelligent campuses and classes are becoming a global trend, leading to increased efficiency, cost savings and improved experiences for students and staff. To address this transformation and by leveraging the power of AI and large language models, we proactively introduced our HybriU platform to universities and colleges. HybriU provides students access to educational resources, regardless of location, device, or language, thereby increasing the potential for learning and teaching through cooperation with peers and experts worldwide while optimizing facilities to create sustainable campuses.
For the six months ended June 30, 2024, net revenues decreased by $1.3 million to $4.8 million from $6.1 million in the same period of 2023. For the three months ended June 30, 2024, net revenues decreased by $0.3 million to $2.4 million from $2.7 million in the same period of 2023. The decreases were primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year.
Net income for the six months ended June 30, 2024, was $0.2 million, improving by $2.4 million from a net loss of $2.2 million in the same period of 2023. Net income for the three months ended June 30, 2024, was $0.1 million, improving by $1.1 million from a net loss of $1.0 million in the same period of 2023.
Recent Developments
On June 26, 2024, the Company entered into a $1.3 million non-exclusive, annually renewable licensing agreement with Inspiring Futures Pte. LTD., a Singapore company (the “Licensee”), pursuant to which the Company grants the Licensee licensing authorization for the production of the HybriU AI UniBox and the sale of HybriU, a comprehensive AI-driven, plug-and-play educational solution, in international markets.
Factors affecting the results of operations
General factors affecting the results of operations
While our business is influenced by factors affecting the education industry in the U.S. generally, we believe our business is more directly affected by Company-specific factors, including, among others:
| ● | The number of student enrollments. The number of student enrollments is largely driven by demand for educational programs, the amount of fees we charge, the effectiveness of our marketing and brand promotion efforts, the locations and capacity of our campuses, our ability to maintain the consistency and quality of our teaching, and our ability to respond to competitive pressures, as well as seasonal factors. We employ a variety of marketing and recruiting methods to attract students and increase enrollment in our schools. We believe prospective students are attracted to our schools due to our strong brand name, innovative teaching and learning models and practices, and high-quality, individualized services. With the deployment and utilization of HybriU, a rapid increase in the number of out-of-state students, international students, and auditor enrollments is expected in the future. The longer and more frequently a student uses our services and products, the more effective and efficient the services and content we provide to them become. This enhances students’ stickiness and utilization of our services throughout their learning cycle. |
| ● | The amount of fees we charge. We determine course fees primarily based on demand for our courses, the targeted market for our courses, the geographic location and capacity of the campus, the costs of delivering our services, and the course fees charged by our competitors for the same or similar courses. |
| ● | Our Costs and Expenses. We incur costs and expenses at both the headquarters level and at our campus. Our most significant costs are compensation and social welfare paid to/for our teachers, and rental and teaching-related expenses. A substantial majority of our operating expenses are selling and marketing and general and administrative expenses. |
Effects of disposals and other strategic plans
There were no acquisitions or disposals during the six-month period ended June 30, 2024.
Key financial performance indicators
Key financial performance indicators consist of net revenues, cost of revenues, gross profit and operating expenses, which are discussed in greater detail below. The following tables set forth the consolidated net revenues, cost of revenues and gross profit, both in absolute amounts and as a percentage of net revenues, for the periods indicated.
| For the six months ended June 30, | ||||||||||||||||
| 2023 | 2023 | 2024 | 2024 | |||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 6,097 | 100.0 | 4,773 | 100.0 | ||||||||||||
| Cost of revenues | (4,082 | ) | (67.0 | ) | (2,208 | ) | (46.3 | ) | ||||||||
| Gross Profit | 2,015 | 33.0 | 2,565 | 53.7 | ||||||||||||
| For the three months ended June 30, | ||||||||||||||||
| 2023 | 2023 | 2024 | 2024 | |||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 2,728 | 100.0 | 2,399 | 100.0 | ||||||||||||
| Cost of revenues | (1,508 | ) | (55.3 | ) | (1,064 | ) | (44.4 | ) | ||||||||
| Gross Profit | 1,220 | 44.7 | 1,335 | 55.6 | ||||||||||||
Net revenues
In the six months ended June 30, 2023 and 2024, and three months ended June 30, 2023 and 2024, net revenues were $6.1 million, $4.8 million, $2.7 million and $2.4 million, respectively. The decreases were primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year.
Cost of revenues
Cost of revenues for educational and career enhancement programs and services primarily consists of:
| ● | Teaching fees and performance-linked bonuses paid to our teachers. Our teachers consist of both full-time teachers and part-time teachers. Full-time teachers deliver teaching instruction and may also be involved in management, administration and other functions at our schools. Their compensation and benefits primarily consist of teaching fees based on hourly rates, performance-linked bonuses based on student evaluations, as well as base salary, annual bonus and standard employee benefits in connection with their services other than teaching. Compensation of our part-time teachers is comprised primarily of teaching fees based on hourly rates and performance-linked bonuses based on student evaluations and other factors; |
| ● | Rental, utilities, water and other operating expenses for the operation of our school properties; |
| ● | Depreciation and amortization of properties, leasehold improvement and equipment used in the provision of educational services. |
2
Gross profit and gross margin
Gross profit was $2.0 million, $2.6 million, $1.2 million and $1.3 million in the six months ended June 30, 2023, and 2024 and the three months ended June 30, 2023, and 2024, respectively.
Gross margin was 33.0%, 53.7%, 44.7% and 55.6% in the six months ended June 30, 2023, and 2024 and the three months ended June 30, 2023, and 2024, respectively. The increases in gross margin were mainly attributable to the permanent closure of Bay State College at the end of the 2022-2023 academic year and stringent cost controls to improve operating efficiency.
Operating expenses
Operating expenses consist of selling and marketing expenses, and general and administrative expenses. The following tables set forth the components of the operating expenses, both in absolute amounts and as a percentage of revenues, for the periods indicated.
| For the six months ended June 30, | ||||||||||||||||
| 2023 | 2023 | 2024 | 2024 | |||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 6,097 | 100.0 | 4,773 | 100.0 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (425 | ) | (7.0 | ) | (550 | ) | (11.5 | ) | ||||||||
| General and administrative | (3,449 | ) | (56.6 | ) | (2,280 | ) | (47.8 | ) | ||||||||
| Research and development | — | — | (150 | ) | (3.1 | ) | ||||||||||
| Total operating expenses | (3,874 | ) | (63.6 | ) | (2,980 | ) | (62.4 | ) | ||||||||
| For the three months ended June 30, | ||||||||||||||||
| 2023 | 2023 | 2024 | 2024 | |||||||||||||
| $ | % | $ | % | |||||||||||||
| (in thousands, except percentages) | ||||||||||||||||
| Net revenues | 2,728 | 100.0 | 2,399 | 100.0 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (148 | ) | (5.4 | ) | (251 | ) | (10.5 | ) | ||||||||
| General and administrative | (1,829 | ) | (67.0 | ) | (944 | ) | (39.3 | ) | ||||||||
| Research and development | — | — | (75 | ) | (3.1 | ) | ||||||||||
| Total operating expenses | (1,977 | ) | (72.4 | ) | (1,270 | ) | (52.9 | ) | ||||||||
Selling and marketing expenses. Our selling and marketing expenses primarily consisted of expenses relating to advertising, seminars, marketing and promotional trips and other community activities for brand promotion purposes. Our selling and marketing expenses increased by 50% to $0.6 million for the six months ended June 30, 2024, from $0.4 million for the same period of 2023, and increased by 200% to $0.3 million for the three months ended June 30, 2024, from $0.1 million for the same period of 2023. The increases in selling and marketing expenses in the six months and three months ended June 30, 2024, were primarily due to increased marketing activities to advertise our products and strengthen the Group’s brand awareness.
General and administrative expenses. Our general and administrative expenses primarily consisted of compensation and benefits of administrative staff, amortization of intangibles, costs of third-party professional services, rental and utility payments relating to office and administrative functions, and depreciation and amortization of property and equipment used in our general and administrative activities, as well as bad-debt provision. Our general and administrative expenses decreased by 32.4% to $2.3 million for the six months ended June 30, 2024, from $3.4 million for the same period of 2023, and decreased by 50% to $0.9 million for the three months ended June 30, 2024, from $1.8 million for the same period of 2023. The decreases were primarily attributed to the permanent closure of Bay State College at the end of the 2022-2023 academic year and the associated reduction in shared center services.
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Research and development. Our research and development consisted of personnel-related expenses directly associated with our research and development organization, depreciation of equipment used in research and development, and allocated overhead. Our research and development expenses increased to $0.2 million for the six months ended June 30, 2024, from nil in the same period of 2023, and increased to $0.1 million for the three months ended June 30, 2024, from nil in the same period of 2023. The increase in 2024 was mainly due to the development of our new product, HybriU.
We are a Cayman Islands company and we currently conduct operations primarily through our U.S. subsidiaries. Under the current laws of the Cayman Islands, Ambow is not subject to taxes on its income or capital gains. In addition, the payment of dividends, if any, is not subject to withholding taxes in the Cayman Islands.
A significant component of our income tax provision is generated from our U.S. subsidiaries' operations, which have a federal statutory income tax rate of 21%. Current income taxes are provided for in accordance with the laws and regulations in the U.S. Deferred income taxes are recognized when temporary differences exist between the tax bases and their reported amounts in the consolidated financial statements.
Critical accounting estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the unaudited condensed consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.
When reading our unaudited condensed consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition; (ii) income taxes; and (iii) leases. See Note 3—Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements for the disclosure of these accounting policies.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider our critical accounting estimates to include (i) allowance for credit losses; (ii) estimated impairment of long-lived assets and (iii) valuation allowance for deferred tax assets as follows:
Allowance for credit losses
Our accounts receivable and long-term receivable included in other non-current assets are within the scope of ASC 326. We estimated the allowance for expected credit losses to be periodically reserved for potentially uncollectible receivable amounts. We estimate and record an expected lifetime credit loss on accounts receivable and long-term receivable included in other non-current assets by utilizing historical write-off rates as a starting point for determining expected credit losses and have considered all available relevant information, including details about past events, current conditions, and reasonable and supportable forecasts, as well as their impact on the expected credit losses. The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts.
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Impairment of long-lived assets
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, we measure impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we will recognize an impairment loss based on the fair value of the assets, using the expected future discounted cash flows.
Allowance for deferred tax assets
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or all of the deferred tax assets will not be realized.
Results of operations
The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the periods indicated. This information should be read together with our unaudited condensed consolidated financial statements, and related notes included elsewhere in this report. We believe that period-to-period comparisons of results of operations should not be relied upon as indicative of future performance.
Summary of Unaudited Condensed Consolidated Statements of Operations
| For the six months ended June 30, | For the three months ended June 30, | |||||||||||||||
| 2023 | 2024 | 2023 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Consolidated Statement of Operations Data: | ||||||||||||||||
| NET REVENUES: | ||||||||||||||||
| - Educational programs and services | 6,097 | 4,773 | 2,728 | 2,399 | ||||||||||||
| COST OF REVENUES: | ||||||||||||||||
| - Educational programs and services | (4,082 | ) | (2,208 | ) | (1,508 | ) | (1,064 | ) | ||||||||
| GROSS PROFIT | 2,015 | 2,565 | 1,220 | 1,335 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | (425 | ) | (550 | ) | (148 | ) | (251 | ) | ||||||||
| General and administrative | (3,449 | ) | (2,280 | ) | (1,829 | ) | (944 | ) | ||||||||
| Research and development | - | (150 | ) | - | (75 | ) | ||||||||||
| Total operating expenses | (3,874 | ) | (2,980 | ) | (1,977 | ) | (1,270 | ) | ||||||||
| OPERATING (LOSS) INCOME | (1,859 | ) | (415 | ) | (757 | ) | 65 | |||||||||
| OTHER (EXPENSES) INCOME | (323 | ) | 126 | (231 | ) | 64 | ||||||||||
| (LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | (2,182 | ) | (289 | ) | (988 | ) | 129 | |||||||||
| Income tax (expense) benefit | (13 | ) | 505 | (13 | ) | (6 | ) | |||||||||
| NET (LOSS) INCOME | (2,195 | ) | 216 | (1,001 | ) | 123 | ||||||||||
| -Less: Net (loss) income attributable to non-controlling interests | - | - | - | - | ||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | (2,195 | ) | 216 | (1,001 | ) | 123 | ||||||||||
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Six and three months ended June 30, 2024, compared with the six and three months ended June 30, 2023
Net revenues. Net revenues decreased by $1.3 million to $4.8 million for the six months ended June 30, 2024, from $6.1 million in the same period of 2023, and decreased by $0.3 million to $2.4 million for the three months ended June 30, 2024, from $2.7 million in the same period of 2023. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year.
Cost of revenues. Cost of revenues decreased by $1.9 million to $2.2 million for the six months ended June 30, 2024, from $4.1 million in the same period of 2023, and decreased by $0.4 million to $1.1 million for the three months ended June 30, 2024, from $1.5 million in the same period of 2023. The decreases were due to the closure of Bay State College at the end of the 2022-2023 academic year.
Gross profit. Gross profit increased to $2.6 million in the six months ended June 30, 2024, from $2.0 million in the same period of 2023, and increased to $1.3 million in the three months ended June 30, 2024, from $1.2 million in the same period of 2023.
Gross margin. Gross margin increased to 53.7% in the six months ended June 30, 2024, from 33.0% in the same period of 2023, and increased to 55.6% in the three months ended June 30, 2024, from 44.7% in the same period of 2023.
Operating expenses. Total operating expenses decreased by 23.1% to $3.0 million for the six months ended June 30, 2024, from $3.9 million for the same period of 2023, and decreased by 35.0% to 1.3 million for the three months ended June 30, 2024, from $2.0 million for the same period of 2023. The analysis of changes is listed below.
| ● | Selling and marketing expenses. Selling and marketing expenses increased by 50.0% to $0.6 million for the six months ended June 30, 2024, from $0.4 million in the same period of 2023, and increased by 200% to $0.3 million for the three months ended June 30, 2024, from $0.1 million in the same period of 2023. The increases were mainly attributable to increased marketing activities to advertise our products and strengthen the Group’s brand awareness. |
| ● | General and administrative expenses. General and administrative expenses decreased by 32.4% to $2.3 million for the six months ended June 30, 2024, from $3.4 million in the same period of 2023, and decreased by 50.0% to $0.9 million for the three months ended June 30, 2024, from $1.8 million in the same period of 2023. The decreases were primarily attributable to the permanent closure of Bay State College at the end of the 2022-2023 academic year and the associated reduction in shared center services. |
| ● | Research and development expenses. Our research and development expenses increased to $0.2 million for the six months ended June 30, 2024, from nil in the same period of 2023, and increased to $0.1 million for the three months ended June 30, 2024, from nil in the same period of 2023. The increases in 2024 were mainly due to the development of our new product, HybriU, during the period. |
Other income and expenses. Other income was $0.1 million for the six months ended June 30, 2024, compared with other expenses of $0.3 million in the same period of 2023. Other income was $0.1 million for the three months ended June 30, 2024, compared with other expenses of $0.2 million in the same period of 2023.
Income and Loss. According to the above-mentioned factors, there was an income of $0.2 million for the six months ended June 30, 2024, compared with a loss of $2.2 million in the same period of 2023. Income for the three months ended June 30, 2024 was $0.1 million, compared with a loss of $1.0 million in the same period of 2023.
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B. Liquidity and Capital Resources
As of June 30, 2024, our consolidated current assets exceeded consolidated current liabilities by $4.5 million. With certain non-cash payment adjustments excluded, there would have been a positive working capital balance as of June 30, 2024. Our consolidated net assets were $6.6 million as of June 30, 2024.
Our principal sources of liquidity were cash used in operating activities, bank borrowings, third-party loans, and ordinary share issuances. We had net cash used in operating activities of $2.9 million and $0.6 million for the six months ended June 30, 2023 and 2024, respectively. As of June 30, 2024, we had $1.6 million in unrestricted cash and cash equivalents and restricted cash of $7.4 million.
Our operating results for future periods are subject to numerous uncertainties, and it is uncertain if we will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenue and/or manage costs and operating expenses in line with revenue forecasts, we may not be able to achieve profitability.
We believe that available cash and cash equivalents, restricted cash released within 12 months, and cash provided by operating activities, together with cash available from the activities mentioned above, should enable us to meet presently anticipated cash needs for at least the next 12 months after the issue date of the financial statements, and we have prepared the consolidated financial statements on a going concern basis. However, we continue to have ongoing obligations, and we expect that we will require additional capital to execute our longer-term business plan. If we encounter unforeseen circumstances that place constraints on our capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additional public offerings, curtailing our business development activities, suspending the pursuit of our business plan, obtaining credit facilities, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that we will raise additional capital if needed.
Risks and Uncertainties
On January 19, 2023, the New England Commission of Higher Education (“NECHE”) informed Bay State College (“BSC”) of its intention to withdraw BSC’s accreditation as of August 31, 2023. Following the rejection of Ambow’s appeal, the Board of Trustees announced to permanently close Bay State College at the end of the 2022-2023 academic year, and this permanent closer was completed on August 31, 2023. The College provided academic, support and transitional services to students through August 31, 2023, and signed agreements with several area universities to provide program completion pathways to Bay State students, often with enhanced transfer and other opportunities.
Short-term borrowings
Loan agreements for short-term borrowings consisted of the following:
| As of June 30, | As of December 31, | |||||||||
| Maturities | 2024 | 2023 | ||||||||
| $ | $ | |||||||||
| (In thousands) | ||||||||||
| Bank borrowing from EAST WEST BANK | January 2024 | - | 2,439 | |||||||
| Bank borrowing from Cathy BANK | October 2024 | 1,500 | 1,500 | |||||||
| Bank borrowing from Cathy BANK | December 2024 | 1,200 | - | |||||||
The weighted average interest rate of the outstanding borrowings was 3.96% and 6.16% per annum as of December 31, 2023 and June 30, 2024, respectively. The fair values of the borrowings approximate their carrying amounts. The weighted average borrowings for the six months ended June 30, 2023, and 2024 were $5.4 million and $2.7 million, respectively.
The borrowings incurred interest expenses of $0.1 million and $0.1 million for the six months ended June 30, 2023, and 2024, respectively. There was neither capitalization as additions to construction in progress nor guarantee fees for the six months ended June 30, 2023, and 2024, respectively.
See Note 8 Short-Term Borrowings to the unaudited condensed consolidated financial statements appearing elsewhere in this Form 6-K for further information.
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Holding company structure
Ambow is a Cayman Islands holding company. We conduct our operations primarily through our subsidiaries in the United States. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
Inflation
Inflation has not materially impacted the results of operations in recent years. Although we were not materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation.
C. Research and Development, Patents and Licenses
As of June 30, 2024, we employed nine full-time and part-time software and educational professionals. We spent nil and $0.2 million on research and development expenses for the six months ended June 30, 2023 and 2024, respectively.
D. Trend Information
For a discussion of significant recent trends in our financial condition and results of operations, please see “An Operating and Financial Review and Prospects—Operating Results” and “B Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
E. Off-balance sheet arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
There were no new off-balance sheet arrangements as of December 31, 2023 and June 30, 2024.
F. Contractual Long-Term Obligations
The following table presents a summary of the contractual long-term obligations and payments by period as of June 30, 2024.
| Payments Due by Period | ||||||||||||||||||||
| 2024 | ||||||||||||||||||||
| Total | (remaining) | 2025-2026 | 2027-2028 | Thereafter | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| (in millions) | ||||||||||||||||||||
| Operating lease obligations | 6.5 | 3.5 | 2.9 | 0.1 | — | |||||||||||||||
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