Ambow Education Holding Ltd 6-K, filed Sep 20, 2021

Ambow Education Holding Ltd. (AMBO)

6-K 2021-09-20 For: 2021-06-30

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Added on April 06, 2026

About this 6-K

Ambow Education Holding Ltd filed this 6-K on September 20, 2021.

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	Ambow Education Holding Ltd.


	By:	/s/Jin Huang
	Name: Dr. Jin Huang
	Title: President and Chief Executive Officer


	As of June 30,		As of December 31,
	2021		2020
	US$	RMB	RMB
ASSETS
Current assets:
Cash and cash equivalents	26,086	168,424	118,821
Restricted cash	256	1,650	824
Short-term investments, available for sale	13,266	85,652	117,854
Short-term investments, held to maturity	310	2,000	45,000
Accounts receivable, net	3,289	21,234	20,972
Amounts due from related parties	501	3,235	3,024
Prepaid and other current assets, net	18,858	121,757	117,634
Total current assets	62,566	403,952	424,129
Non-current assets:
Property and equipment, net	21,989	141,972	144,492
Land use rights, net	262	1,693	1,715
Intangible assets, net	8,403	54,252	54,808
Goodwill	3,982	25,710	25,710
Deferred tax assets, net	883	5,704	6,338
Operating lease right-of-use asset	35,522	229,353	247,608
Finance lease right-of-use asset	860	5,550	5,850
Other non-current assets	21,805	140,786	139,067
Total non-current assets	93,706	605,020	625,588

Total assets	156,272	1,008,972	1,049,717

LIABILITIES
Current liabilities:
Short-term borrowings *	3,020	19,498	10,000
Deferred revenue *	21,106	136,274	163,699
Accounts payable *	3,320	21,425	19,423
Accrued and other liabilities *	31,473	203,207	209,590
Income taxes payable, current *	28,669	185,105	184,638
Amounts due to related parties *	429	2,771	2,543
Operating lease liability, current *	7,620	49,198	53,702
Total current liabilities	95,637	617,478	643,595
Non-current liabilities:
Long-term borrowing	—	—	9,594
Other non-current liabilities *	47	304	292
Income taxes payable, non-current *	5,316	34,322	34,763
Operating lease liability, non-current *	32,196	207,877	220,319
Total non-current liabilities	37,559	242,503	264,968

Total liabilities	133,196	859,981	908,563

EQUITY
Preferred shares
(US$0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of June 30, 2021 and December 31, 2020)	—	—	—
Class A Ordinary shares
(US$0.003 par value; 66,666,667 and 66,666,667 shares authorized, 41,948,276 and 41,923,276 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively)	123	794	794
Class C Ordinary shares
(US$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 June 30, 2021 and December 31, 2020, respectively)	14	90	90
Additional paid-in capital	549,130	3,545,512	3,545,073
Statutory reserve	652	4,210	4,210
Accumulated deficit	(528,302)	(3,411,035)	(3,419,146)
Accumulated other comprehensive income	1,844	11,907	12,101
Total Ambow Education Holding Ltd.’s equity	23,461	151,478	143,122
Non-controlling interests	(385)	(2,487)	(1,968)
Total equity	23,076	148,991	141,154
Total liabilities and equity	156,272	1,008,972	1,049,717


	For the six months ended June 30,			For the three months ended June 30,
	2021	2021	2020	2021	2021	2020
	US$	RMB	RMB	US$	RMB	RMB
NET REVENUES
Educational program and services	46,635	301,104	245,659	26,576	171,590	155,392
Intelligent program and services	116	752	83	102	661	71
Total net revenues	46,751	301,856	245,742	26,678	172,251	155,463
COST OF REVENUES
Educational program and services	(27,782)	(179,375)	(172,324)	(14,797)	(95,536)	(94,891)
Intelligent program and services	(299)	(1,930)	(1,458)	(122)	(786)	(160)
Total cost of revenues	(28,081)	(181,305)	(173,782)	(14,919)	(96,322)	(95,051)

GROSS PROFIT	18,670	120,551	71,960	11,759	75,929	60,412
Operating expenses:
Selling and marketing	(3,782)	(24,422)	(24,206)	(2,079)	(13,422)	(13,657)
General and administrative	(13,220)	(85,357)	(84,243)	(5,949)	(38,412)	(45,042)
Research and development	(868)	(5,602)	(2,698)	(582)	(3,757)	(1,567)
Total operating expenses	(17,870)	(115,381)	(111,147)	(8,610)	(55,591)	(60,266)

OPERATING INCOME (LOSS)	800	5,170	(39,187)	3,149	20,338	146

OTHER INCOME (EXPENSES)
Interest income	621	4,008	4,135	302	1,948	2,145
Foreign exchange gain (loss), net	31	203	35	(2)	(12)	9
Other (loss) income, net	(183)	(1,180)	1,552	(37)	(240)	146
Gain from deregistration of subsidiaries	205	1,325	3,897	183	1,181	3,897
Gain on the bargain purchase	—	—	40,273	—	—	—
Gain on sale of investment available for sale	189	1,221	1,056	73	474	530
Total other income	863	5,577	50,948	519	3,351	6,727
INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTEREST	1,663	10,747	11,761	3,668	23,689	6,873
Income tax expense	(489)	(3,155)	(1,623)	(236)	(1,526)	(2,362)

NET INCOME	1,174	7,592	10,138	3,432	22,163	4,511
Less: Net loss attributable to non-controlling interest	(80)	(519)	(708)	(43)	(277)	(296)

NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS	1,254	8,111	10,846	3,475	22,440	4,807

NET INCOME	1,174	7,592	10,138	3,432	22,163	4,511

OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation adjustments	(65)	(417)	8,328	(82)	(532)	7,895
Unrealized gains on short-term investments
Unrealized holding gains arising during period	166	1,075	940	76	493	499
Less: reclassification adjustment for gains included in net income	132	852	668	48	308	381
Other comprehensive (loss) income	(31)	(194)	8,600	(54)	(347)	8,013

TOTAL COMPREHENSIVE INCOME	1,143	7,398	18,738	3,378	21,816	12,524

Net income per share – basic and diluted	0.03	0.17	0.25	0.07	0.48	0.11

Weighted average shares used in calculating basic and diluted net income per share	46,642,280	46,642,280	43,577,168	46,648,495	46,648,495	43,583,418


	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
	Shares	Amount	Shares	Amount	capital	reserves	deficit	income	interest	Equity
		RMB		RMB	RMB	RMB	RMB	RMB	RMB	RMB
Balance as of January 1, 2021	41,923,276	794	4,708,415	90	3,545,073	4,210	(3,419,146)	12,101	(1,968)	141,154
Share-based compensation	—	—	—	—	219	—	—	—	—	219
Issuance of ordinary shares for restricted stock award	12,500	0	—	—	(0)	—	—	—	—	—
Foreign currency translation adjustment	—	—	—	—	—	—	—	115	—	115
Unrealized gain on investment, net of income taxes	—	—	—	—	—	—	—	38	—	38
Net loss	—	—	—	—	—	—	(14,329)	—	(242)	(14,571)
Balance as of March 31, 2021	41,935,776	794	4,708,415	90	3,545,292	4,210	(3,433,475)	12,254	(2,210)	126,955
Share-based compensation	—	—	—	—	220	—	—	—	—	220
Issuance of ordinary shares for restricted stock award	12,500	0	—	—	(0)	—	—	—	—	—
Foreign currency translation adjustment	—	—	—	—	—	—	—	(532)	—	(532)
Unrealized gain on investment, net of income taxes	—	—	—	—	—	—	—	185	—	185
Net income/(loss)	—	—	—	—	—	—	22,440	—	(277)	22,163
Balance as of June 30, 2021	41,948,276	794	4,708,415	90	3,545,512	4,210	(3,411,035)	11,907	(2,487)	148,991

Balance as of January 1, 2020	38,858,199	730	4,708,415	90	3,508,745	20,185	(3,371,815)	6,341	(680)	163,596
Share-based compensation	—	—	—	—	238	—	—	—	—	238
Issuance of ordinary shares for restricted stock award	12,500	0	—	—	(0)	—	—	—	—	—
Foreign currency translation adjustment	—	—	—	—	—	—	—	433	—	433
Unrealized gain on investment, net of income taxes	—	—	—	—	—	—	—	154	—	154
Impact on adoption of ASC 326	—	—	—	—	—	—	(594)	—	—	(594)
Net income/(loss)	—	—	—	—	—	—	6,039	—	(412)	5,627
Balance 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
Share-based compensation	—	—	—	—	242	—	—	—	—	242
Issuance of ordinary shares for restricted stock award	12,500	1	—	—	(1)	—	—	—	—	—
Foreign currency translation adjustment	—	—	—	—	—	—	—	7,895	—	7,895
Unrealized gain on investment, net of income taxes	—	—	—	—	—	—	—	118	—	118
Deregistration of subsidiaries	—	—	—	—	—	(15,473)	15,473	—	—	—
Net income/(loss)	—	—	—	—	—	—	4,807	—	(296)	4,511
Balance as of June 30, 2020	38,883,199	731	4,708,415	90	3,509,224	4,712	(3,346,090)	14,941	(1,388)	182,220


	For the six months ended June 30,			For the three months ended June 30,
	2021	2021	2020	2021	2021	2020
	US$	RMB	RMB	US$	RMB	RMB
NET REVENUES
K-12 Schools	27,205	175,650	126,800	16,223	104,748	85,389
CP&CE Programs	19,546	126,206	118,942	10,455	67,503	70,074
Total net revenues	46,751	301,856	245,742	26,678	172,251	155,463
COST OF REVENUES
K-12 Schools	(15,161)	(97,886)	(74,542)	(8,100)	(52,297)	(41,113)
CP&CE Programs	(12,920)	(83,419)	(99,240)	(6,819)	(44,025)	(53,938)
Total cost of revenues	(28,081)	(181,305)	(173,782)	(14,919)	(96,322)	(95,051)
GROSS PROFIT
K-12 Schools	12,044	77,764	52,258	8,123	52,451	44,276
CP&CE Programs	6,626	42,787	19,702	3,636	23,478	16,136
Total gross profit	18,670	120,551	71,960	11,759	75,929	60,412

Unaudited Condensed Consolidated Balance Sheets	F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months ended June 30, 2021 and 2020	F-5
Unaudited Condensed Consolidated Statements of Changes in Equity for the Six Months ended June 30, 2021 and 2020	F-6
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2021 and 2020	F-7
Notes to Unaudited Condensed Consolidated Financial Statements for the Six Months ended June 30, 2021 and 2020	F-8


	Note	As of June 30,		As of December 31,
		2021		2020
		US$	RMB	RMB
				Note 3(a)
ASSETS
Current assets:
Cash and cash equivalents	4	26,086	168,424	118,821
Restricted cash	4	256	1,650	824
Short-term investments, available for sale	5	13,266	85,652	117,854
Short-term investments, held to maturity	5	310	2,000	45,000
Accounts receivable, net	6	3,289	21,234	20,972
Amounts due from related parties	14	501	3,235	3,024
Prepaid and other current assets, net	7	18,858	121,757	117,634
Total current assets		62,566	403,952	424,129
Non-current assets:
Property and equipment, net		21,989	141,972	144,492
Land use rights, net		262	1,693	1,715
Intangible assets, net		8,403	54,252	54,808
Goodwill		3,982	25,710	25,710
Deferred tax assets, net		883	5,704	6,338
Operating lease right-of-use asset	12	35,522	229,353	247,608
Finance lease right-of-use asset	12	860	5,550	5,850
Other non-current assets	8	21,805	140,786	139,067
Total non-current assets		93,706	605,020	625,588

Total assets		156,272	1,008,972	1,049,717


(RMB in thousands)	K‑12 Schools	CP&CE Programs	Consolidated
	RMB	RMB	RMB
Net Revenues in the six months ended June 30, 2021	175,650	126,206	301,856
Net Revenues in the six months ended June 30, 2020	126,800	118,942	245,742
Net Revenues in the three months ended June 30, 2021	104,748	67,503	172,251
Net Revenues in the three months ended June 30, 2020	85,389	70,074	155,463


	As of
	June 30, 2021	December 31, 2020
	RMB	RMB
	Unaudited
K-12 Schools	111,106	126,564
CP&CE Programs	25,168	37,135
Total	136,274	163,699


	As of June 30, 2021
		Gross unrealized gain
		in accumulated other	Estimated
	Amortized Cost	comprehensive income	Fair value
	RMB	RMB	RMB
	Unaudited	Unaudited	Unaudited
Short-term investments:
Held-to-maturity investments
Fixed-rate financial products	2,000	—	2,000

Available-for-sale investments
Adjustable-rate financial products	84,500	1,152	85,652


	As of December 31, 2020
		Gross unrealized gain
		in accumulated other	Estimated
	Amortized Cost	comprehensive income	Fair value
	RMB	RMB	RMB
Short-term investments:
Held-to-maturity investments
Fixed-rate financial products	45,000	—	45,000

Available-for-sale investments
Adjustable-rate financial products	117,000	854	117,854


	Six months ended June 30,
	2021	2020
	RMB	RMB
	Unaudited	Unaudited
Interest income recognized on held-to-maturity investments	672	175


	K-12	CP&CE
(RMB in thousands)	Schools	Programs	Consolidated
	RMB	RMB	RMB
Net Revenues	175,650	126,206	301,856
Cost of revenues	(97,886)	(83,419)	(181,305)
GROSS PROFIT	77,764	42,787	120,551

OPERATING EXPENSES
Selling and marketing	(1,163)	(22,098)	(23,261)
General and administrative	(22,371)	(38,131)	(60,502)
Research and development	(424)	(2,184)	(2,608)
Unallocated corporate expenses	—	—	(29,010)
Total operating expenses	(23,958)	(62,413)	(115,381)

OPERATING INCOME (LOSS)	53,806	(19,626)	5,170

OTHER INCOME
Interest income	725	602	1,327
Other (loss), net	(36)	(1,439)	(1,475)
Gain from deregistration of subsidiaries	—	1,325	1,325
Gain on sale of investment available for sale	1,001	—	1,001
Unallocated corporate other income	—	—	3,399
Total other income	1,690	488	5,577

INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS	55,496	(19,138)	10,747

Segment assets	402,185	399,336	801,521
Unallocated corporate assets	—	—	207,451
TOTAL ASSETS as of June 30, 2021	402,185	399,336	1,008,972


	K‑12	CP&CE
(RMB in thousands)	Schools	Programs	Consolidated
	RMB	RMB	RMB
Net Revenues	126,800	118,942	245,742
Cost of revenues	(74,542)	(99,240)	(173,782)
GROSS PROFIT	52,258	19,702	71,960

OPERATING EXPENSES
Selling and marketing	(580)	(21,492)	(22,072)
General and administrative	(18,270)	(37,963)	(56,233)
Research and development	—	(724)	(724)
Unallocated corporate expenses	—	—	(32,118)
Total operating expenses	(18,850)	(60,179)	(111,147)

OPERATING INCOME (LOSS)	33,408	(40,477)	(39,187)

OTHER INCOME
Interest income	218	1,412	1,630
Foreign exchange gain, net	—	33	33
Other (loss) income, net	(233)	979	746
Loss from deregistration of subsidiaries	—	(92)	(92)
Gain on sale of investment available for sale	827	—	827
Unallocated corporate other income	—	—	47,804
Total other income	812	2,332	50,948

INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS	34,220	(38,145)	11,761


	Six months ended June 30,		Three months ended June 30,
	2021	2020	2021	2020
	RMB	RMB	RMB	RMB
	Unaudited	Unaudited	Unaudited	Unaudited
Net Revenues
PRC	234,927	182,039	141,066	116,729
U.S.	66,929	63,703	31,185	38,734
Total	301,856	245,742	172,251	155,463


	For the six months ended June 30,
	2021	2021	2020
	US$	RMB	RMB
Cash flows from operating activities
Net cash used in operating activities	(2,997)	(19,339)	(61,989)
Cash flows from investing activities
Purchase of available-for-sale investments	(10,532)	(68,000)	(86,000)
Proceeds from available-for-sale investments	15,565	100,500	65,000
Purchase of held-to-maturity investments	(18,741)	(121,000)	(25,000)
Maturity and proceeds from held-to-maturity investments	25,400	164,000	41,000
Purchase of property and equipment	(153)	(990)	(2,213)
Prepayment for leasehold improvement	(674)	(4,353)	(15)
Purchase of intangible assets	(47)	(306)	—
Purchase of subsidiary, net of cash acquired	—	—	37,622
Purchase of other non-current assets	—	—	(2,883)
Cash balances at disposed subsidiaries	(2)	(12)	(9)
Loan to third party	—	—	(19,900)
Net cash provided by investing activities	10,816	69,839	7,602
Cash flows from financing activities
Proceeds from long-term borrowing	—	—	10,409
Net cash provided by financing activities	—	—	10,409

Effects of exchange rate changes on cash, cash equivalents and restricted cash	(11)	(71)	(1,007)

Net change in cash, cash equivalents and restricted cash	7,808	50,429	(44,985)
Cash, cash equivalents and restricted cash at beginning of periods	18,534	119,645	157,600

Cash, cash equivalents and restricted cash at end of periods	26,342	170,074	112,615
Supplemental disclosure of cash flow information
Income tax paid	(193)	(1,249)	(106)
Interest paid	(34)	(220)	—
Supplemental disclosure of non-cash investing and financing activities:
Derecognition of assets other than cash of disposed subsidiaries/deregistered subsidiaries	161	1,041	217
Derecognition of liabilities of disposed subsidiaries/deregistered subsidiaries, net of recognized amount due to the disposed subsidiaries/deregistered subsidiaries	368	2,378	9,328
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities	2,041	13,175	98,845


	As of
	June 30, 2021	December 31, 2020
	RMB	RMB
	Unaudited
Balance at beginning of year/period	(6,247)	(2,993)
Addition	(2,002)	(7,857)
Written off	1,036	4,603
Balance at end of year/period	(7,213)	(6,247)


	As of
	June 30, 2021	December 31, 2020
	RMB	RMB
	Unaudited
Amount due from Xihua Group (Note i)	49,800	49,800
Receivable from Zhenjiang operating rights (Note ii)	35,000	35,000
Prepaid input value-added tax	3,938	4,069
Staff advances	3,175	3,723
Rental deposits	2,860	2,826
Prepayments to suppliers	8,421	9,209
Subsidy receivable (Note iii)	4,522	4,567
Others (Note iv)	14,111	8,510
Total before allowance for doubtful accounts	121,827	117,704
Less: allowance for doubtful accounts	(70)	(70)
Total	121,757	117,634


	As of
	June 30, 2021	December 31, 2020
	RMB	RMB
	Unaudited
Balance at beginning of year/period	(70)	(4,339)
Addition (Note v)	—	(1,046)
Written off (Note v)	—	5,315
Balance at end of year/period	(70)	(70)


	Six months ended June 30,
Transactions	2021	2020
	RMB	RMB
	Unaudited	Unaudited
Service purchased from Jinan QCY Intelligent Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company	(1,279)	(1,417)
Service purchased from Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company	(654)	(152)
Service purchased from Beijing HJRT Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company	(132)	(132)


	Amounts due from related parties		Amounts due to related parties
	As of		As of
Relationship	June 30, 2021	December 31, 2020	June 30, 2021	December 31, 2020
	RMB	RMB	RMB	RMB
	Unaudited		Unaudited
Shandong Shichuang Software Engineering Co., Ltd., an entity controlled by Executive Principal of Ambow Research Center	—	—	2,417	2,417
Jinan QCY Intelligent Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company	775	774	—	—
Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company	2,039	1,961	354	126
URSUS Information Technology (Beijing) Company Limited, an entity significantly influenced by a member of management team of the Company	201	201	—	—
Beijing HJRT Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company	220	88	—	—
	3,235	3,024	2,771	2,543


			Inter-
	VIEs	Non-VIEs	company	Group
	Consolidated	Consolidated	Elimination	Consolidated
Cash and cash equivalent	132,038	36,386	—	168,424
Inter-Group balances due from VIEs/Non VIEs	1,746,415	2,252,618	(3,999,033)	—
Other current assets	206,365	29,163	—	235,528
Non-current assets	304,639	300,381	—	605,020
Total Assets	2,389,457	2,618,548	(3,999,033)	1,008,972
Inter-Group balances due to VIEs/Non VIEs	2,685,423	1,362,351	(4,047,774)	—
Other current liabilities	529,164	88,314	—	617,478
Non-current liabilities	105,876	136,627	—	242,503
Total Liabilities	3,320,463	1,587,292	(4,047,774)	859,981
Equity	(931,006)	1,031,256	48,741	148,991


Software		2 years to 10 years
Student populations		1.8 years to 15 years
Trade names		Indefinite
Brand		Indefinite
Others		1.3 years to 10 years


		As of June 30,	As of December 31,
	Maturities	2021	2020
		RMB	RMB
		(In thousands)
Bank borrowing from Huaxia Bank	September 2021	10,000	10,000
Bank borrowing from Small Business Administration	May 2022	9,498	9,594


	Payments Due by Period
		2021
	Total	(remaining)	2022-2023	2024-2025	Thereafter
	RMB	RMB	RMB	RMB	RMB
	(in millions)
Operating lease obligations	314.2	29.9	88.7	85.4	110.2
Short-term borrowings obligations	19.5	19.5	—	—	—