6-K
Ambow Education Holding Ltd. (AMBO)
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 December 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 December 17, 2020, announcing the Company’s unaudited financial and operating results for the three months and nine months ended September 30, 2020.
Exhibits
99.1 Press Release, dated December 17, 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: December 17, 2020
Exhibit 99.1
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Ambow Education Announces Third Quarter2020 Financial Results
BEIJING, December 17, 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 and nine-month periods ended September 30, 2020.
“While our business continued to be impacted by COVID-19-related macro headwinds during the third quarter of 2020, I am pleased to report that after a solid start to the new fall semester, revenue from the K-12 schools segment increased 18.8% year-over-year. Encouragingly, deferred revenue related to tuition and course fees and our education service platform increased 12.4% to US$37.9 million from the year-ago period and reached its highest level since 2015, reflecting the resilience of our business. Supported by ample cash resources and a healthy balance sheet, our core strength and fundamentals remain solid across our key segments,” noted Dr. Jin Huang, Ambow’s President and Chief Executive Officer. “We are excited that in September we won the bid for a Technical and Vocational Education and Training (TVET) Center project that is financially supported by the Asian Development Bank as a part of its inclusive growth project in Ziyang City of Sichuan Province. This achievement demonstrates our exceptional capabilities and leading position in the vocational and technical education sector.”
“We continued to execute our key strategies to pursue more balanced growth, while providing high quality educational services that better engage students against the challenging backdrop of the COVID-19 environment. Leveraging our 20-year proven track record in curriculum development, professional training, job placement and education technology innovation, we are making massive progress in building out our online-to-offline education SaaS platform, Huanyujun Education Hub. We have gradually started rolling out Amazon Web Services (AWS) and Cisco-authorized certification and training courses on the Huanyujun Education Hub, which is already supported by our cutting-edge educational solutions such as Ambow Panorama Digital Teaching System and Ambow Cloud Platform. We believe these best-in-class educational services and course offerings will broaden our appeal to a wider student base as they pursue professional certifications for their technology careers. ”
“Going forward, we will maintain our strategic efforts to enrich our educational service offerings, optimize operating efficiencies, and increase student enrollments and engagement. We remain confident that our efforts will support the long-term sustainability of our overall business,” concluded Dr. Huang.
Third Quarter 2020 Financial Highlights
| · | Net revenues for the third quarter<br>of 2020 decreased by 6.2% to US$16.6 million from US$17.7 million in the same period of 2019. The decrease was primarily from fewer<br>services provided at the Company’s tutoring centers, training offices and college campuses. This was partially offset by<br>the increase in the revenue from K-12 schools driven by higher enrollment and the revenue from NewSchool of Architecture and Design,<br>LLC (“NewSchool”), acquired in the first quarter of 2020. |
|---|
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| · | Gross profit for the third quarter<br>of 2020 decreased by 77.8% to US$1.0 million from US$4.5 million in the same period of 2019. Gross profit margin was 6.0%, compared<br>with 25.4% for the third quarter of 2019. The decreases in gross profit and margin were mainly attributable to the decrease in<br>net revenues from CP&CE Programs. |
|---|---|
| · | Operating expenses for the third<br>quarter of 2020 decreased by 3.4% to US$14.0 million from US$14.5 million for the same period of 2019. The decrease was primarily<br>attributable to stringent expense controls to improve operating efficiency, and partially offset by operating expenses related<br>to NewSchool. |
| --- | --- |
| · | Net loss attributable to ordinary shareholderswas US$12.5 million, or US$0.29 per basic and diluted share, compared with a net loss of US$10.2 million, or US$0.23 per basic<br>and diluted share, for the third quarter of 2019. |
| --- | --- |
| · | As of September 30, 2020, Ambow maintained<br>strong cash resources of US$44.0 million, comprised of cash and cash equivalents of US$12.7 million and short-term investments<br>of US$31.3 million. |
| --- | --- |
| · | As of September 30, 2020, the Company’s<br>deferred revenue balance was US$37.9 million, representing a 59.9% increase from US$23.7 million as of December 31, 2019, mainly<br>attributable to the tuition and fees collected at K-12 schools for the fall semester of the 2020-2021 academic year, and deferred<br>revenue collected from our colleges for the fall semester of 2020. |
| --- | --- |
First Nine Months 2020 Financial Highlights
| · | Net revenues for the first nine<br>months of 2020 decreased by 8.0% to US$52.8 million from US$57.4 million in the same period of 2019. The decrease was primarily<br>from fewer boarding and other ancillary services provided for K-12 schools as result of temporary COVID-19-related campus closures<br>in the first half of 2020, and fewer services provided at the Company’s tutoring centers, training offices and college campuses.<br>This was partially offset by the revenue from NewSchool which was acquired in the period. |
|---|---|
| · | Gross profit for the first nine<br>months of 2020 decreased by 40.5% to US$11.6 million from US$19.5 million in the same period of 2019. Gross profit margin was 22.0%,<br>compared with 34.0% for the first nine months of 2019. The decreases in gross profit and margin were mainly attributable to the<br>decrease in net revenues from CP&CE Programs. |
| --- | --- |
| · | Operating expenses for the first<br>nine months of 2020 decreased by 1.9% to US$30.4 million from US$31.0 million for the same period of 2019. The decrease was primarily<br>attributable to lower expenditures due to the temporary suspension of operations at training offices and tutoring centers in the<br>period as a part of the national pandemic containment efforts, as well as stringent expense controls to improve operating efficiency,<br>and partially offset by NewSchool’s operating expenses. |
|---|
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| · | Net loss attributable to ordinary shareholderswas US$10.9 million, or US$0.25 per basic and diluted share, compared with a net loss of US$12.3 million, or US$0.28 per basic<br>and diluted share, for the first nine months of 2019. |
|---|
On October 5, 2020, the Company completed a registered direct offering of 1,507,538 American Depositary Shares (“ADSs”, representing 3,015,076 Class A Ordinary Shares), at a purchase price of $3.98 per ADS. The Company also issued to investors registered warrants to purchase up to an aggregate amount of 603,016 ADSs (representing 1,206,032 Class A Ordinary Shares). Net proceeds from this offering were approximately US$5.2 million.
The Company's financial and operating results for the third quarter and first nine months of 2020 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 third quarter and first nine months of 2020 are based on the effective exchange rate of 6.7896 as of September 30, 2020; all amounts translated from RMB to U.S. dollars for the third quarter and first nine months of 2019 are based on the effective exchange rate of 7.1477 as of September 30, 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 15 out of the 34 provinces and autonomous regions within China.
Follow us on Twitter: @Ambow_Education
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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
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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 | 86,072 | 157,600 | |||||
| Restricted cash | 13,621 | - | |||||
| Short term investments, available for sale | 182,629 | 57,487 | |||||
| Short term investments, held to maturity | 30,000 | 31,000 | |||||
| Accounts receivable, net | 24,549 | 17,939 | |||||
| Amounts due from related parties | 6,159 | 2,318 | |||||
| Prepaid and other current assets, net | 157,177 | 133,296 | |||||
| Total current assets | 500,207 | 399,640 | |||||
| Non-current assets: | |||||||
| Property and equipment, net | 146,678 | 157,463 | |||||
| Land use rights, net | 1,726 | 1,759 | |||||
| Intangible assets, net | 55,458 | 56,607 | |||||
| Goodwill | 25,710 | 60,353 | |||||
| Deferred tax assets, net | 3,653 | 10,195 | |||||
| Operating lease right-of-use asset | 262,787 | 257,361 | |||||
| Finance lease right-of-use asset | 6,000 | 6,450 | |||||
| Other non-current assets, net | 84,388 | 70,971 | |||||
| Total non-current assets | 586,400 | 621,159 | |||||
| Total assets | 1,086,607 | 1,020,799 | |||||
| LIABILITIES | |||||||
| Current liabilities: | |||||||
| Short-term borrowings * | 20,013 | - | |||||
| Deferred revenue * | 257,368 | 165,111 | |||||
| Accounts payable * | 15,500 | 14,718 | |||||
| Accrued and other liabilities * | 185,203 | 192,957 | |||||
| Income taxes payable, current * | 183,729 | 180,715 | |||||
| Amounts due to related parties * | 4,876 | 1,971 | |||||
| Operating lease liability, current * | 50,642 | 53,512 | |||||
| Total current liabilities | 717,331 | 608,984 | |||||
| Non-current liabilities: | |||||||
| Income taxes payable, non-current * | 34,589 | 32,152 | |||||
| Operating lease liability, non-current * | 235,756 | 216,067 | |||||
| Total non-current liabilities | 270,345 | 248,219 | |||||
| Total liabilities | 987,676 | 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 September 30, 2020) | - | - | |||||
| Class A Ordinary shares | |||||||
| (US0.003 par value; 66,666,667 and 66,666,667 shares authorized, 38,858,199 and 38,895,700 shares issued and outstanding as of December 31, 2019 and September 30, 2020, respectively) | 731 | 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 September 30, 2020, respectively) | 90 | 90 | |||||
| Additional paid-in capital | 3,509,330 | 3,508,745 | |||||
| Statutory reserve | 4,210 | 20,185 | |||||
| Accumulated deficit | ) | (3,430,122 | ) | (3,371,815 | ) | ||
| Accumulated other comprehensive income | 16,429 | 6,341 | |||||
| Total Ambow Education Holding Ltd.’s equity | 100,668 | 164,276 | |||||
| Non-controlling interests | ) | (1,737 | ) | (680 | ) | ||
| Total equity | 98,931 | 163,596 | |||||
| Total liabilities and equity | 1,086,607 | 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.
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| AMBOW EDUCATION HOLDING LTD.<br> <br>UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS<br> <br>(All amounts in thousands, except for share and per share data) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For<br> the nine months ended September 30, | For<br> the three months ended September 30, | |||||||||||||||
| 2020 | 2020 | 2019 | 2020 | 2020 | 2019 | |||||||||||
| US | RMB | RMB | US | RMB | RMB | |||||||||||
| NET<br> REVENUES | ||||||||||||||||
| Educational<br> program and services | 358,098 | 409,367 | 112,439 | 126,729 | ||||||||||||
| Intelligent<br> program and services | 352 | 1,193 | 269 | (173 | ) | |||||||||||
| Total<br> net revenues | 358,450 | 410,560 | 112,708 | 126,556 | ||||||||||||
| COST<br> OF REVENUES | ||||||||||||||||
| Educational<br> program and services | ) | (277,683 | ) | (265,454 | ) | ) | (105,359 | ) | (92,934 | ) | ||||||
| Intelligent<br> program and services | ) | (2,340 | ) | (5,818 | ) | ) | (882 | ) | (1,109 | ) | ||||||
| Total<br> cost of revenues | ) | (280,023 | ) | (271,272 | ) | ) | (106,241 | ) | (94,043 | ) | ||||||
| GROSS<br> PROFIT | 78,427 | 139,288 | 6,467 | 32,513 | ||||||||||||
| Operating<br> expenses: | ||||||||||||||||
| Selling<br> and marketing | ) | (37,861 | ) | (40,778 | ) | ) | (13,655 | ) | (15,607 | ) | ||||||
| General<br> and administrative | ) | (127,230 | ) | (140,510 | ) | ) | (42,987 | ) | (48,116 | ) | ||||||
| Research<br> and development | ) | (4,456 | ) | (1,555 | ) | ) | (1,758 | ) | (1,087 | ) | ||||||
| Impairment<br> loss | ) | (36,699 | ) | (38,754 | ) | ) | (36,699 | ) | (38,754 | ) | ||||||
| Total<br> operating expenses | ) | (206,246 | ) | (221,597 | ) | ) | (95,099 | ) | (103,564 | ) | ||||||
| OPERATING<br> LOSS | ) | (127,819 | ) | (82,309 | ) | ) | (88,632 | ) | (71,051 | ) | ||||||
| OTHER<br> INCOME (EXPENSES) | ||||||||||||||||
| Interest<br> income | 7,150 | 3,343 | 3,015 | 1,823 | ||||||||||||
| Foreign<br> exchange gain (loss), net | 31 | 46 | ) | (4 | ) | 45 | ||||||||||
| Other<br> income (loss), net | 840 | 193 | ) | (712 | ) | 7 | ||||||||||
| Gain<br> from deregistration of subsidiaries | 3,967 | 1,279 | 70 | - | ||||||||||||
| Gain<br> on disposal of subsidiaries | 752 | - | 752 | - | ||||||||||||
| Gain<br> on the bargain purchase | 40,273 | - | - | - | ||||||||||||
| Gain<br> on sale of investment available for sale | 2,477 | 422 | 1,421 | 3 | ||||||||||||
| Total<br> other income | 55,490 | 5,283 | 4,542 | 1,878 | ||||||||||||
| LOSS<br> BEFORE INCOME TAX AND NON-CONTROLLING INTEREST | ) | (72,329 | ) | (77,026 | ) | ) | (84,090 | ) | (69,173 | ) | ||||||
| Income<br> tax expense | ) | (2,399 | ) | (11,032 | ) | ) | (776 | ) | (3,634 | ) | ||||||
| NET<br> LOSS | ) | (74,728 | ) | (88,058 | ) | ) | (84,866 | ) | (72,807 | ) | ||||||
| Less:<br> Net (loss)/income attributable to non-controlling interest | ) | (1,040 | ) | (269 | ) | ) | (332 | ) | 4 | |||||||
| NET<br> LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | ) | (73,688 | ) | (87,789 | ) | ) | (84,534 | ) | (72,811 | ) | ||||||
| NET<br> LOSS | ) | (74,728 | ) | (88,058 | ) | ) | (84,866 | ) | (72,807 | ) | ||||||
| OTHER<br> COMPREHENSIVE INCOME, NET OF TAX | ||||||||||||||||
| Foreign<br> currency translation adjustments | 10,731 | (3,267 | ) | 2,403 | (93 | ) | ||||||||||
| Unrealized<br> gains on short term investments | ||||||||||||||||
| Unrealized<br> holding gains arising during period | 1,518 | 1,238 | 578 | 538 | ||||||||||||
| Less:<br> reclassification adjustment for gains included in net income | 2,161 | 489 | 1,493 | 37 | ||||||||||||
| Other<br> comprehensive income (loss) | 10,088 | (2,518 | ) | 1,488 | 408 | |||||||||||
| TOTAL<br> COMPREHENSIVE LOSS | ) | (64,640 | ) | (90,576 | ) | ) | (83,378 | ) | (72,399 | ) | ||||||
| Net<br> loss per share – basic and diluted | ) | (1.69 | ) | (2.02 | ) | ) | (1.94 | ) | (1.67 | ) | ||||||
| Weighted<br> average shares used in calculating basic and diluted net loss per share | 43,583,448 | 43,496,848 | 43,595,871 | 43,512,447 |
All values are in US Dollars.
| AMBOW EDUCATION HOLDING LTD.<br> <br>UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY<br> <br>(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 | ||||||||||||||
| Share-based<br> compensation | - | - | - | - | 242 | - | - | - | - | 242 | ||||||||||||||||
| Issuance<br> of ordinary shares for restricted stock award | 12,500 | 1 | - | - | (1 | ) | - | - | - | - | - | |||||||||||||||
| Foreign<br> currency translation adjustment | - | - | - | - | - | - | - | 7,895 | - | 7,895 | ||||||||||||||||
| Unrealized<br> gain on investment, net of income taxes | - | - | - | - | - | - | - | 118 | - | 118 | ||||||||||||||||
| Deregistration<br> of subsidiaries | - | - | - | - | - | (15,473 | ) | 15,473 | - | - | - | |||||||||||||||
| Net<br> income/(loss) | - | - | - | - | - | - | 4,807 | - | (297 | ) | 4,510 | |||||||||||||||
| Balance<br> as of June 30, 2020 | 38,883,199 | 731 | 4,708,415 | 90 | 3,509,224 | 4,712 | (3,346,090 | ) | 14,941 | (1,389 | ) | 182,219 | ||||||||||||||
| Share-based<br> compensation | - | - | - | - | 239 | - | - | - | - | 239 | ||||||||||||||||
| Issuance<br> of ordinary shares for restricted stock award | 12,501 | 0 | - | - | (0 | ) | - | - | - | - | - | |||||||||||||||
| Foreign<br> currency translation adjustment | - | - | - | - | - | - | - | 2,403 | - | 2,403 | ||||||||||||||||
| Unrealized<br> gain on investment, net of income taxes | - | - | - | - | - | - | - | (915 | ) | - | (915 | ) | ||||||||||||||
| Deregistration<br> of subsidiary | - | - | - | - | - | - | - | - | (16 | ) | (16 | ) | ||||||||||||||
| Disposal<br> of subsidiaries | - | - | - | - | (133 | ) | (502 | ) | 502 | - | - | (133 | ) | |||||||||||||
| Net<br> loss | - | - | - | - | - | - | (84,534 | ) | - | (332 | ) | (84,866 | ) | |||||||||||||
| Balance<br> as of September 30, 2020 | 38,895,700 | 731 | 4,708,415 | 90 | 3,509,330 | 4,210 | (3,430,122 | ) | 16,429 | (1,737 | ) | 98,931 | ||||||||||||||
| 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 | ||||||||||||||
| Share-based<br> compensation | - | - | - | - | 266 | - | - | - | - | 266 | ||||||||||||||||
| Issuance<br> of ordinary shares for restricted stock award | 19,097 | 0 | - | - | (0 | ) | - | - | - | - | - | |||||||||||||||
| Foreign<br> currency translation adjustment | - | - | - | - | - | - | - | (746 | ) | - | (746 | ) | ||||||||||||||
| Unrealized<br> gain on investment, net of income taxes | - | - | - | - | - | - | - | 173 | - | 173 | ||||||||||||||||
| Addition<br> of noncontrolling interests resulting from new subsidiaries | - | - | - | - | - | - | - | - | 502 | 502 | ||||||||||||||||
| Net<br> income (loss) | - | - | - | - | - | - | 8,778 | - | (180 | ) | 8,598 | |||||||||||||||
| Balance<br> as of June 30, 2019 | 38,804,032 | 729 | 4,708,415 | 90 | 3,508,260 | 20,149 | (3,286,816 | ) | 5,379 | (1,557 | ) | 246,234 | ||||||||||||||
| Share-based<br> compensation | - | - | - | - | 244 | - | - | - | - | 244 | ||||||||||||||||
| Foreign<br> currency translation adjustment | - | - | - | - | - | - | - | (93 | ) | - | (93 | ) | ||||||||||||||
| Unrealized<br> gain on investment, net of income taxes | - | - | - | - | - | - | - | 501 | - | 501 | ||||||||||||||||
| Net<br> (loss) / income | - | - | - | - | - | - | (72,811 | ) | - | 4 | (72,807 | ) | ||||||||||||||
| Balance<br> as of September 30, 2019 | 38,804,032 | 729 | 4,708,415 | 90 | 3,508,504 | 20,149 | (3,359,627 | ) | 5,787 | (1,553 | ) | 174,079 |
Confidential Draf
Discussion ofSegment Operations
(All amountsin thousands)
| For the nine months ended September 30, | For the three months ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2020 | 2019 | 2020 | 2020 | 2019 | |||||||||||
| US | RMB | RMB | US | RMB | RMB | |||||||||||
| NET REVENUES | ||||||||||||||||
| K-12 Schools | 185,766 | 203,214 | 58,966 | 52,256 | ||||||||||||
| CP&CE Programs | 172,684 | 207,346 | 53,742 | 74,300 | ||||||||||||
| Total net revenues | 358,450 | 410,560 | 112,708 | 126,556 | ||||||||||||
| COST OF REVENUES | ||||||||||||||||
| K-12 Schools | ) | (119,972 | ) | (128,887 | ) | ) | (45,430 | ) | (38,794 | ) | ||||||
| CP&CE Programs | ) | (160,051 | ) | (142,385 | ) | ) | (60,811 | ) | (55,249 | ) | ||||||
| Total cost of revenues | ) | (280,023 | ) | (271,272 | ) | ) | (106,241 | ) | (94,043 | ) | ||||||
| GROSS PROFIT | ||||||||||||||||
| K-12 Schools | 65,794 | 74,327 | 13,536 | 13,462 | ||||||||||||
| CP&CE Programs | 12,633 | 64,961 | ) | (7,069 | ) | 19,051 | ||||||||||
| Total gross profit | 78,427 | 139,288 | 6,467 | 32,513 |
All values are in US Dollars.