6-K - AMBO - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2020

Commission File Number: 001-34824

Ambow Education Holding Ltd.

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

12th Floor, Tower 1, Financial StreetChang’An Center,

Shijingshan District, Beijing 100043

People’s Republic of China

Telephone: +86 (10) 6206-8000

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___

Other Information

Attached hereto as Exhibit 99.1 is a press release dated July 9, 2020, announcing the Company’s unaudited financial and operating results for the three months ended March 31, 2020.

Exhibits

99.1 Press Release, dated July 9, 2020

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/<br> Jin Huang
Name:	Dr. Jin Huang
Title:	President and Chief Executive Officer

Date: July 9, 2020

Exhibit 99.1

Ambow Education Announces First Quarter2020 Financial Results

BEIJING, July 9, 2020 -- Ambow Education Holding Ltd. (“Ambow” or the “Company”) (NYSE American: AMBO), a leading national provider of educational and career enhancement services in China, today announced its unaudited financial and operating results for the three-month period ended March 31, 2020.

“Against the backdrop of the unprecedented COVID-19 pandemic, our goal of empowering learning and teaching through technology has never been more relevant,” said Dr. Jin Huang, Ambow’s President and Chief Executive Officer. “With our strategic efforts to invest in technological advancements and educational service innovation, we remain committed to providing our learners with high-quality educational resources, ensuring a superior online education experience across our platform. For instance, we launched live streaming classes that are embedded with various interactive tools that dramatically enhance the engagement between students and teachers on our learning platform. We also introduced online practice training and career planning programs to help undergraduates and employees better prepare themselves in an increasingly challenging job market. By leveraging our leading position and strong network in the career enhancement services market, in collaboration with 6,000 enterprises, we organized online job fairs that enabled remote interviews, extending extra exposure for undergraduates seeking jobs.”

Dr. Huang continued, “The outbreak of COVID-19 since the beginning of this year has adversely impacted the entire education industry. Our first quarter 2020 revenue performance was negatively impacted as a result of the suspension of our K-12 schools and offline tutoring services due to quarantine measures. With daily life in China gradually returning to normal since April, our schools reopened in April with the health and safety of our students and faculty a paramount priority. We are confident in our ability to navigate through the dynamic markets and capitalize on the elevated opportunities presented by the accelerated adoption of online education around the world.”

“I am also pleased that we made another significant addition to our portfolio of international assets in the first quarter as we completed the acquisition of NewSchool of Architecture and Design, LLC (“NewSchool”), a San Diego-based higher learning institution. This acquisition underlines Ambow’s vision to roll out a cross-border educational service platform, bringing unique learning and career advancement opportunities to students,” concluded Dr. Huang.

First Quarter 2020 Financial Highlights

·	Net revenues for the first quarter<br>of 2020 decreased by 28.2% to US$12.7 million from US$17.7 million in the same period of 2019. The decrease was primarily due to<br>fewer services provided at the Company’s K-12 schools and tutoring centers as operations during the quarter were temporarily<br>suspended due to the outbreak of COVID-19, partially offset by revenue from NewSchool, acquired in the period.
·	Gross profit for the first quarter<br>of 2020 decreased by 72.4% to US$1.6 million from US$5.8 million in the same period of 2019. Gross profit margin was 12.6%, compared<br>with 32.8% for the first quarter of 2019. The decrease in gross profit and margin was mainly attributable to the decrease of net<br>revenues.
---	---
·	Operating expenses for the first<br>quarter of 2020 decreased by 19.1% to US$7.2 million from US$8.9 million for the same period of 2019. The decrease was primarily<br>attributable to less expenditures due to the temporary suspension of operations at schools and tutoring centers in the period as<br>part of the national pandemic containment effort, and stringent expense controls to improve operating efficiency.
---	---
·	Net income attributable to ordinaryshareholders in the first quarter of 2020 was US$0.8 million, or US$0.02 per basic and diluted share, compared with a net loss<br>of US$3.5 million, or US$0.08 per basic and diluted share, for the first quarter of 2019.
---	---
·	As of March 31, 2020, Ambow maintained<br>strong cash resources of US$30.4 million, comprised of cash and cash equivalents of US$14.2 million and short-term investments<br>of US$16.2 million.
---	---
·	As of March 31, 2020, the Company’s<br>deferred revenue balance was US$23.9 million, representing a slight increase compared with US$23.7 million as of December 31, 2019.<br>Due to the temporary suspension of school operations to contain COVID-19, the Company postponed tuition and fee collection in its<br>K-12 schools during the first quarter which led to the lower-than-usual increase in deferred revenue.
---	---

The Company's first-quarter 2020 financial and operating results can also be found on its Form 6-K filed with the U.S. Securities and Exchange Commission at www.sec.gov.

Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all amounts translated from RMB to U.S. dollars for the first quarter of 2020 are based on the effective exchange rate of 7.0808 as of March 31, 2020; all amounts translated from RMB to U.S. dollars for the first quarter of 2019 are based on the effective exchange rate of 6.7112 as of March 29, 2019; all amounts translated from RMB to U.S. dollars as of December 31, 2019 are based on the effective exchange rate of 6.9618 as of December 31, 2019. The exchange rates were according to the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

About Ambow Education Holding Ltd.

Ambow Education Holding Ltd. is a leading national provider of educational and career enhancement services in China, offering high-quality, individualized services and products. 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.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the outlook and quotations from management in this announcement, as well as Ambow’s strategic and operational plans, contain forward-looking statements. Ambow may also make written or oral forward-looking statements in its reports filed or furnished to the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statements, including but not limited to the following: the Company’s goals and strategies, expansion plans, the expected growth of the content and application delivery services market, the Company’s expectations regarding keeping and strengthening its relationships with its customers, and the general economic and business conditions in the regions where the Company provides its solutions and services. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and Ambow undertakes no duty to update such information, except as required under applicable law.

For investor and media inquiries, pleasecontact:

Ambow Education Holding Ltd.

Tel: +86-10-6206-8000

The Piacente Group | Investor Relations

Tel: +1-212-481-2050 or +86-10-6508-0677

E-mail: ambow@tpg-ir.com

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED BALANCE SHEETS

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

					As of December 31,
					2019
		RMB			RMB
ASSETS
Current assets:
Cash and cash equivalents			100,619			157,600
Restricted cash			14,170			-
Short term investments, available for sale			104,692			57,487
Short term investments, held to maturity			10,000			31,000
Accounts receivable, net			22,472			17,939
Amounts due from related parties			2,246			2,318
Prepaid and other current assets, net			159,618			133,296
Total current assets			413,817			399,640
Non-current assets:
Property and equipment, net			155,606			157,463
Land use rights, net			1,748			1,759
Intangible assets, net			61,567			56,607
Goodwill			61,313			60,353
Deferred tax assets, net			3,811			10,195
Operating lease right-of-use asset			303,120			257,361
Finance lease right-of-use asset			6,300			6,450
Other non-current assets, net			84,261			70,971
Total non-current assets			677,726			621,159
Total assets			1,091,543			1,020,799
LIABILITIES
Current liabilities:
Deferred revenue *			168,933			165,111
Accounts payable *			12,615			14,718
Accrued and other liabilities *			198,681			192,957
Income taxes payable, current *			187,691			180,715
Amounts due to related parties *			1,971			1,971
Operating lease liability, current *			56,774			53,512
Total current liabilities			626,665			608,984
Non-current liabilities:
Income taxes payable, non-current *			32,315			32,152
Operating lease liability, non-current *			263,109			216,067
Total non-current liabilities			295,424			248,219
Total liabilities			922,089			857,203
EQUITY
Preferred shares
(US 0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of December 31, 2019 and March 31, 2020)			-			-
Class A Ordinary shares
(US0.003 par value; 66,666,667 and 66,666,667 shares authorized, 38,858,199 and 38,870,699 shares issued and outstanding as of December 31, 2019 and March 31, 2020, respectively)			730			730
Class C Ordinary shares
(US0.003 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, 2019 and March 31, 2020, respectively)			90			90
Additional paid-in capital			3,508,983			3,508,745
Statutory reserve			20,185			20,185
Accumulated deficit	)		(3,366,370	)		(3,371,815	)
Accumulated other comprehensive income			6,928			6,341
Total Ambow Education Holding Ltd.’s equity			170,546			164,276
Non-controlling interests	)		(1,092	)		(680	)
Total equity			169,454			163,596
Total liabilities and equity			1,091,543			1,020,799

All values are in US Dollars.

* All of the VIE's assets can be used to settle obligations of their primary beneficiary. Liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company's general assets.

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

	For the three months ended March 31,
	2020		2020			2019
	US		RMB			RMB
NET REVENUES
Educational program and services				90,267			118,185
Intelligent program and services				12			461
Total net revenues				90,279			118,646
COST OF REVENUES
Educational program and services		)		(77,433	)		(78,197	)
Intelligent program and services		)		(1,298	)		(1,858	)
Total cost of revenues		)		(78,731	)		(80,055	)
GROSS PROFIT				11,548			38,591
Operating expenses:
Selling and marketing		)		(10,549	)		(14,088	)
General and administrative		)		(39,201	)		(45,618	)
Research and development		)		(1,131	)		(168	)
Total operating expenses		)		(50,881	)		(59,874	)
OPERATING LOSS		)		(39,333	)		(21,283	)
OTHER INCOME (EXPENSES)
Interest income				1,990			388
Foreign exchange gain (loss), net				26			(31	)
Other income, net				1,406			660
Gain from deregistration of subsidiaries				-			1,279
Gain on the bargain purchase				40,273			-
Gain on sale of investment available for sale				526			279
Total other income				44,221			2,575
INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTEREST				4,888			(18,708	)
Income tax benefit (expense)				739			(5,141	)
NET INCOME (LOSS)				5,627			(23,849	)
Less: Net loss attributable to non-controlling interest		)		(412	)		(93	)
NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS				6,039			(23,756	)
NET INCOME (LOSS)				5,627			(23,849	)
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation adjustments				433			(2,428	)
Unrealized gains on short term investments
Unrealized holding gains arising during period				441			280
Less: reclassification adjustment for gains included in net income				287			205
Other comprehensive income/(loss)				587			(2,353	)
TOTAL COMPREHENSIVE INCOME (LOSS)				6,214			(26,202	)
Net income (loss) per share - basic and diluted				0.14			(0.55	)
Weighted average shares used in calculating basic and diluted net income (loss) per share				43,570,918			43,474,571

All values are in US Dollars.

AMBOW EDUCATION HOLDING LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

	Attributable<br> to Ambow Education Holding Ltd.’s Equity
														Retained			Accumulated
	Class<br> A Ordinary				Class<br> C Ordinary				Additional					Earnings			other			Non-
	shares				shares				paid-in			Statutory		(Accumulated			comprehensive			controlling			Total
	Shares		Amount		Shares		Amount		capital			reserves		deficit)			income			Interest			Equity
			RMB				RMB		RMB			RMB		RMB			RMB			RMB			RMB
Balance<br> as of January 1, 2020		38,858,199		730		4,708,415		90		3,508,745			20,185		(3,372,409	)		6,341			(680	)		163,002
Share-based<br> compensation		-		-		-		-		238			-		-			-			-			238
Issuance<br> of ordinary shares for restricted stock award		12,500		0		-		-		(0	)		-		-			-			-			-
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			433			-			433
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			154			-			154
Net<br> income/(loss)		-		-		-		-		-			-		6,039			-			(412	)		5,627
Balance<br> as of March 31, 2020		38,870,699		730		4,708,415		90		3,508,983			20,185		(3,366,370	)		6,928			(1,092	)		169,454
Balance<br> as of January 1, 2019		38,756,289		728		4,708,415		90		3,507,123			20,149		(3,271,838	)		8,305			(1,786	)		262,771
Share-based<br> compensation		-		-		-		-		872			-		-			-			-			872
Issuance<br> of ordinary shares for restricted stock award		28,646		1		-		-		(1	)		-		-			-			-			-
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			(2,428	)		-			(2,428	)
Unrealized<br> gain on investment, net of income taxes		-		-		-		-		-			-		-			75			-			75
Net<br> loss		-		-		-		-		-			-		(23,756	)		-			(93	)		(23,849	)
Balance<br> as of March 31, 2019		38,784,935		729		4,708,415		90		3,507,994			20,149		(3,295,594	)		5,952			(1,879	)		237,441

Discussion ofSegment Operations

(All amountsin thousands)

	For the three months ended March 31,
	2020		2020			2019
	US		RMB			RMB
	(All amounts in thousands)
NET REVENUES
K-12 Schools				41,411			63,793
CP&CE Programs				48,868			54,853
Total net revenues				90,279			118,646
COST OF REVENUES
K-12 Schools		)		(33,429	)		(42,296	)
CP&CE Programs		)		(45,302	)		(37,759	)
Total cost of revenues		)		(78,731	)		(80,055	)
GROSS PROFIT
K-12 Schools				7,982			21,497
CP&CE Programs				3,566			17,094
Total gross profit				11,548			38,591

All values are in US Dollars.