6-K - TAL - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2022

Commission File Number: 001-34900

TAL EDUCATION GROUP

5/F, Tower B, Heying Center

Xiaoying West Street, Haidian District

Beijing 100085

People’s Republic of China

(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 ¨

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): ¨

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): ¨

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars)

	As of <br> February 28,<br> 2021		As of <br> August 31,<br> 2021
ASSETS
Current assets
Cash and cash equivalents	$	3,242,953	$	3,375,073
Restricted cash-current		1,758,937		1,984,403
Short-term investments		2,694,555		1,645,825
Inventory		38,675		26,492
Amounts due from related parties-current		2,964		1,978
Income tax receivables		15,641		13,773
Prepaid expenses and other current assets		403,110		258,286
Total current assets		8,156,835		7,305,830
Restricted cash-non-current		16,094		97,198
Property and equipment, net		511,415		387,250
Deferred tax assets		317,189		20,256
Rental deposits		102,555		101,405
Intangible assets, net		66,041		20,907
Land use right, net		216,702		214,837
Goodwill		454,413		62,522
Amounts due from related parties- non-current		-		67
Long-term investments		667,636		557,506
Long-term prepayments and other non-current assets		57,694		28,239
Operating lease right-of-use assets		1,545,735		1,486,040
Total assets	$	12,112,309	$	10,282,057
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	353,778	$	170,817
Deferred revenue-current		1,387,493		1,111,305
Amounts due to related parties-current		3,488		3,682
Accrued expenses and other current liabilities		911,283		938,623
Income tax payable		65,138		39,295
Bond payable, current portion		-		2,300,000
Current portion of long-term debt		270,000		-
Operating lease liabilities, current portion		382,671		386,976
Total current liabilities		3,373,851		4,950,698
Deferred revenue-non-current		30,005		132
Deferred tax liabilities		10,333		17,862
Bond payable, non-current portion		2,300,000		-
Operating lease liabilities, non-current portion		1,193,564		1,134,608
Total liabilities		6,907,753		6,103,300
Mezzanine equity
Redeemable non-controlling interests		1,775		-
Equity
Class A common shares		148		147
Class B common shares		67		67
Additional paid-in capital		4,369,125		4,317,313
Statutory reserve		121,285		112,423
Retained earnings/(accumulated deficit)		624,883		(294,879	)
Accumulated other comprehensive income		86,321		62,483
Total TAL Education Group's equity		5,201,829		4,197,554
Noncontrolling interest		952		(18,797	)
Total equity		5,202,781		4,178,757
Total liabilities, mezzanine equity and equity	$	12,112,309	$	10,282,057

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS

(In thousands of U.S. dollars, except share,ADS, per share and per ADS data)

	For the Six Months Ended<br> August 31,
	2020			2021
Net revenues	$	2,013,931		$	2,828,823
Cost of revenues (note 1)		951,552			1,485,769
Gross profit		1,062,379			1,343,054
Operating expenses (note 1)
Selling and marketing		598,851			741,037
General and administrative		484,892			687,632
Impairment loss on intangible assets and goodwill		304			426,190
Total operating expenses		1,084,047			1,854,859
Government subsidies		8,043			5,074
Loss from operations		(13,625	)		(506,731	)
Interest income		50,186			71,897
Interest expense		(6,664	)		(6,050	)
Other income		87,441			8,091
Impairment loss on long-term investments		(6,885	)		(178,063	)
Income/(loss) before provision for income tax and income from equity method investments		110,453			(610,856	)
Income tax expense		(24,443	)		(341,558	)
Income from equity method investments		5,941			4,048
Net income/(loss)	$	91,951		$	(948,366	)
Add: Net loss attributable to noncontrolling interest		4,669			19,742
Total net income/(loss) attributable to TAL Education Group	$	96,620		$	(928,624	)
Net income/(loss) per common share
Basic	$	0.48		$	(4.33	)
Diluted		0.46			(4.33	)
Net income/(loss) per ADS (note 2)
Basic	$	0.16		$	(1.44	)
Diluted		0.15			(1.44	)
Weighted average shares used in calculating net income/(loss) per common share
Basic		200,167,150			214,593,452
Diluted		208,429,705			214,593,452

Note1: Share-based compensation expenses are included in the operating costs and expenses as follows:

	For the Six Months Ended
	August 31,
	2020		2021
Cost of revenues	$	754	$	734
Selling and marketing expenses		17,322		48,432
General and administrative expenses		52,496		84,713
Total	$	70,572	$	133,879

Note 2: Three ADSs represent one Class A common Share.

Recent Development

On November 12, 2021, the Company issued a press release to announce that in response to the regulatory developments relating to after-school tutoring services, including the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education, published in July 2021 by the General Office of the CPC Central Committee and the General Office of the State Council (the “Opinion”) and the related implementation rules, regulations and measures promulgated by competent authorities, the Company decided to cease offering academic subjects to students from kindergarten through grade nine (“K9 Academic AST Services”) in the mainland of China by the end of December 2021.

The Company has completed the cessation by the due date and expects that the cessation will have a substantial adverse impact on the Company’s revenues for the fiscal year ending February 28, 2022 and subsequent periods. In the fiscal year ended February 28, 2021, the revenues from offering K9 Academic AST Services accounted for a substantial majority of the Company’s total revenues in the year.

By leveraging its leading-edge education technology, high quality content and extensive experience, the Company will continue to operate and develop the portion of its business that is not related to K9 Academic AST Services, and will also explore other opportunities to provide education services in accordance with relevant rules and regulations.

The Company will continue to seek guidance from and cooperate with government authorities in various provinces and municipalities in China in connection with its efforts to comply with the policy directives in the Opinion and any related implementation rules, regulations and measures. The Company will further adjust its business operations as required, and update its shareholders as appropriate.

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.

By:	/s/ Alex Zhuangzhuang Peng
	Name:	Alex Zhuangzhuang Peng
	Title:	President and Chief Financial Officer

Date: January 14, 2022