6-K
Wah Fu Education Group Ltd (WAFU)
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 March 2021
Commission File Number: 001-38619
Wah Fu Education Group Ltd.
L207b, Hesheng Fortune Plaza, No.13 DeshengmenwaiStreet
Xicheng District
Beijing, China 100088
(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 ☐
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): ☐
EXHIBITS
| Exhibit 99.1 | — | Press Release — Wah Fu Education Group Ltd. Announces Financial Results for the First Half of Fiscal Year 2021 |
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SIGNATURES
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.
| Wah Fu Education Group Limited | |
|---|---|
| By: | /s/<br> Yang Yu |
| Name: | Yang Yu |
| Title: | Chairman of the Board and Executive Director |
Date: March 31, 2021
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Exhibit 99.1
Wah Fu Education Group Ltd. Announces FinancialResults for the First Half of Fiscal Year 2021
BEIJING, China, March 31, 2021 (GLOBE NEWSWIRE) -- Wah Fu Education Group Limited (“Wah Fu” or the “Company”) (NASDAQ:WAFU), a provider of online education and exam preparation services, as well as related training materials and technology solutions for both institutions and individuals, today announced its unaudited financial results for the six months ended September 30, 2020.
Financial Highlights for the Six Months EndedSeptember 30, 2020
| For the Six Months Ended <br> September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($’000, except per share data) | 2020 | 2019 | % Change | ||||||
| Revenue | $ | 4,302 | $ | 2,500 | 72.1 | % | |||
| Gross profit | $ | 2,430 | $ | 986 | 146.5 | % | |||
| Gross margin | 56.5 | % | 39.4 | % | 17.1 | pp | |||
| Income (loss) from operations | $ | 687 | $ | (1,038 | ) | -166.2 | % | ||
| Operating profit (loss) margin | 16.0 | % | -41.5 | % | 57.5 | pp | |||
| Net income (loss) | $ | 511 | $ | (1,183 | ) | -143.2 | % | ||
| Basic and diluted earnings (loss) per share | $ | 0.09 | $ | (0.29 | ) | -131.0 | % |
* pp: percentage points
| ● | Revenue increased<br>by 72.1% year-over-year to $4.30 million for the six months ended September 30, 2020 from $2.50 million for the same period of the prior<br>fiscal year. The increase in revenue is primarily attributable to the increased revenue from online education services due to the impact<br>of the COVID-19. |
|---|---|
| ● | Gross profit increased by<br> 146.5% to $2.43 million for the six months ended September 30, 2020 from $0.99 million for the same period of the prior fiscal year.<br> Gross margins were 56.5% and 39.4% for the six months ended September 30, 2020 and 2019, respectively. The increased gross profit<br> was mainly due to (i) the sharply increased revenue from online education service due to the impact of the COVID-19, which had a<br> higher gross margin; (ii) the decreased salary expense for IT service personnel since the Company shifted focus to online education<br> service. |
| ● | Income from operations was $0.69 million for the six months ended September 30, 2020, compared to loss from operations of $1.04 million for the same period of the prior fiscal year. Operating profit margin was 16.0% for the six months ended September 30, 2020, compared to operating loss margin of 41.5% for the same period of the prior fiscal year. |
| ● | Net income was $0.51 million or, income per share of $0.09 for the six months ended September 30, 2020, compared to net loss of $1.18 million, or loss per share of $0.29, for the same period of the prior fiscal year. |
Unaudited Financial Results for the Six monthsEnded September 30, 2020
Revenue
For the six months ended September 30, 2020, revenue increased by $1.80 million, or 72.1%, to $4.30 million from $2.50 million for the same period of the prior fiscal year. The increase in revenue is primarily attributable to the increase of revenue from online education services.
For the six months ended September 30, 2020, revenue from online education services increased by $1.74 million, or 71.0%, to $4.19 million from $2.45 million for the same period of the prior fiscal year. The increase was primarily due to increase in B2B2C revenues. The increase in B2B2C revenues was due to the increased revenue from online continuing education and examination service. Due to the impact of the COVID-19, the daily offline education and teaching activities of colleges and universities across the country were suspended due to government’s regulations. The online courses we provided during the six months ended September 30, 2020 thus increased sharply. As a consequence, revenue from online education services increased, compared to the same period of the prior fiscal year. The number of courses provided increased by 41,231 from 244,422 courses for the six months ended September 30, 2019 to 285,653 courses for the six months ended September 30, 2020.
Cost of revenue
Cost of revenue increased by $0.36 million, or 24.2%, to $1.85 million for the six months ended September 30, 2020 from $1.49 million for the same period of the prior fiscal year. The increase in overall cost of revenue was mainly due to increased cost of revenue for online education services. Because revenue from the online education services increased, the cooperation fee paid to collaborators increased. The increase was partially offset by payroll expense due to the decrease of the total number of employees during the six months ended September 30, 2020.
Cost of revenue for online education services increased by $0.34 million, or 22.8%, to $1.83 million for the six months ended September 30, 2020 from $1.49 million for the same period of the prior fiscal year. The increase in cost of revenue for online education services was primarily due to increased collaboration fees resulting from business expansion in Hunan Province. As the total numbers of adult education course increased, the collaboration fees paid to collaborator increased accordingly.
Gross profit
Gross profit increased by $1.44 million, or 146.5%, to $2.43 million for the six months ended September 30, 2020 from $0.99 million for the same period of the prior fiscal year. As a result, gross margin increased by 17.1 points to 56.5% for the six months ended September 30, 2020 from 39.4% for the same period of the prior fiscal year.
Gross profit for online education services increased by $1.40 million or 148.9% to $2.34 million for the six months ended September 30, 2020 from $0.94 million for the same period of the prior fiscal year. As the online courses we provided during the six months ended September 30, 2020 increased sharply, the revenue from online education services increased compared to the same period of the prior fiscal year. As the operation of our platform remained stable, the cost of online education services, such as collaboration fees paid to universities, depreciation and amortization expenses, didn’t increase exactly in line with increase in revenue. As a result, gross margin for online education services increased to 56.0% for the six months ended September 30, 2020 from 38.4% for the same period of the prior fiscal year.
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Operating expenses
Selling expenses increased by $0.05 million, or 6.6%, to $0.81 million for the six months ended September 30, 2020 from $0.76 million for the same period of the prior fiscal year. The increase was mainly due to the increased effort the company put in marketing in current period.
General and administrative expenses decreased by $0.33 million, or 26.2%, to $0.93 million for the six months ended September 30, 2020 from $1.26 million for the same period of the prior fiscal year. The decrease was primarily because the government claimed the company exempt from social insurance during the six months ended September 30, 2020 due to the impact of COVID-19.
Total operating expenses decreased by $0.28 million, or 13.9%, to $1.74 million for the six months ended September 30, 2020 from $2.02 million for the same period of the prior fiscal year.
Income (loss) from operations
Income from operations was $0.69 million for the six months ended September 30, 2020, compared to loss from operations of $1.04 million for the same period of the prior fiscal year. We realized profit mainly due to the increase of revenue during the six months ended September 30, 2020. For details reasons, please see above.
Other income (expenses)
Total other income, including interest income, loss from investments in unconsolidated entity, net of other expenses, were $0.04 million and $0.04 million for the six months ended September 30, 2020 and the same period of the prior fiscal year, respectively.
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Income (loss) before income taxes
Income before income taxes was $0.72 million for the six months ended September 30, 2020, compared to loss before income taxes of $1.00 million for the same period of the prior fiscal year.
Net income (loss) and earnings (loss) per share
Net income was $0.51 million for the six months ended September 30, 2020, compared to net loss of $1.18 million for the same period of the prior fiscal year. Net profit margin was 11.9% for the six months ended September 30, 2020, compared to net loss margin of 47.3% for the same period of the prior fiscal year.
After deducting non-controlling interests, net profit attributable to the Company was $0.37 million, or profit of $0.09 basic and diluted share, for the six months ended September 30, 2020. This compared to net loss of $1.23 million, or loss of $0.29 per basic and diluted share, for the same period of the prior fiscal year.
Weighted average number of shares outstanding was 4,381,033 for the six months ended September 30, 2020, compared to 4,199,336 for the same period of last fiscal year.
Financial Condition
As of September 30, 2020, the Company had cash of $9.27 million, compared to $6.83 million as of March 31, 2020. Total working capital was $8.64 million as of September 30, 2020, compared to $7.34 million as of September 30, 2019.
Net cash provided by operating activities was $1.59 million for the six months ended September 30, 2020, compared to net cash provided by operating activities of $1.13 million for the same period last year. Net cash provided by investing activities was $0.68 million for the six months ended September 30, 2020, compared to net cash used in investing activities $0.06 million for the same period last year. Net cash used in financing activities was $0.09 million for the six months ended September 30, 2020, compared to net cash provided by financing activities $4.89 million for the same period of last year.
About Wah Fu Education Group Limited
Headquartered in Beijing, China, Wah Fu Education Group Limited provides online training and exam preparation services, as well as related training materials and technology solutions for both institutions, such as universities and training institutions, and students. For more information about Wah Fu, please visit www.edu-edu.cn.
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Safe Harbor Statement
This press release contains forward-lookingstatements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerningplans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are notstatements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,”“believe,” “expect,” “anticipate,” “project,” “estimate” or similarexpressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statementsare not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materiallyfrom the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertaintiesand risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s futurebusiness development; product and service demand and acceptance; changes in technology; economic conditions; the growth of theonline training industry in China and the other markets the Company serves or plans to serve; reputation and brand; the impactof competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the othermarkets the Company serves or plans to serve and assumptions underlying or related to any of the foregoing and other risks containedin reports filed by the Company with the Securities and Exchange Commission (the “SEC”). For these reasons, amongothers, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additionalfactors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakesno obligation to publicly update these forward-looking statements to reflect events or circumstances that arise after the datehereof.
For more information, please contact:
Raincy Du
5 **WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS| | | | As of <br> March 31, | | || --- | --- | --- | --- | --- | --- || | | | 2020 | | || ASSETS | | | | | || CURRENT ASSETS: | | | | | || Cash | 9,266,310 | | $ | 6,833,891 | || Accounts receivable, net | 1,149,926 | | | 542,913 | || Other receivables, net | 74,601 | | | 143,920 | || Loan to third parties, current | 666,669 | | | 42,316 | || Loan to related parties | 1,832,051 | | | 2,537,532 | || Other current assets | 199,543 | | | 150,213 | || TOTAL CURRENT ASSETS | 13,189,100 | | | 10,250,785 | || Loan to third parties, noncurrent | - | | | 579,335 | || Right-of-use assets | 494,963 | | | 603,553 | || Rent deposit | 76,123 | | | 73,049 | || Property and equipment, net | 743,552 | | | 775,465 | || Investments in unconsolidated entities | 11,439 | | | 10,977 | || Deferred tax assets, net | 338,191 | | | 272,115 | || TOTAL ASSETS | 14,853,368 | | $ | 12,565,279 | || CURRENT LIABILITIES: | | | | | || Due to related parties | 297,855 | | $ | 286,353 | || Deferred revenue | 2,399,981 | | | 1,524,918 | || Operating lease liabilities, current | 265,610 | | | 254,332 | || Taxes payable | 580,341 | | | 314,052 | || Other payables | 200,716 | | | 189,201 | || Accrued expenses and other liabilities | 808,483 | | | 335,699 | || TOTAL CURRENT LIABILITIES | 4,552,986 | | | 2,904,555 | || Operating lease liabilities, noncurrent | 242,695 | | | 361,595 | || TOTAL LIABILITIES | 4,795,681 | | | 3,266,150 | || COMMITMENTS AND CONTINGENCIES | | | | | || EQUITY | | | | | || Common stock, 0.01 par value, 30,000,000 shares authorized; 4,381,033 and 4,381,033 shares issued and outstanding as of September 30, 2020 and March 31, 2020 respectively | 43,810 | | | 43,810 | || Additional paid-in capital | 4,799,384 | | | 4,799,384 | || Statutory reserve | 231,424 | | | 231,424 | || Retained earnings | 5,098,639 | | | 4,723,999 | || Accumulated other comprehensive loss | (505,639 | ) | | (734,028 | ) || Total shareholders’ equity | 9,667,618 | | | 9,064,589 | || Non-controlling interest | 390,069 | | | 234,540 | || TOTAL EQUITY | 10,057,687 | | | 9,299,129 | || TOTAL LIABILITIES AND EQUITY | 14,853,368 | | $ | 12,565,279 | |All values are in US Dollars. 6 **WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)| | For the Six Months Ended<br><br>September 30, | | | | | || --- | --- | --- | --- | --- | --- | --- || | 2020 | | | 2019 | | || REVENUE | $ | 4,302,082 | | $ | 2,500,195 | || COST OF REVENUE AND RELATED TAX | | | | | | || Cost of revenue | | 1,853,601 | | | 1,491,384 | || Business and sales related tax | | 18,634 | | | 22,509 | || GROSS PROFIT | | 2,429,847 | | | 986,302 | || OPERATING EXPENSES | | | | | | || Selling expenses | | 812,877 | | | 764,179 | || General and administrative expenses | | 929,998 | | | 1,259,784 | || Total operating expenses | | 1,742,875 | | | 2,023,963 | || INCOME (LOSS) FROM OPERATIONS | | 686,972 | | | (1,037,661 | ) || OTHER INCOME (EXPENSE) | | | | | | || Interest income | | 82,864 | | | 46,447 | || Other expenses | | (46,389 | ) | | (5,726 | ) || Total other income, net | | 36,475 | | | 40,721 | || INCOME (LOSS) BEFORE INCOME TAX PROVISION | | 723,447 | | | (996,940 | ) || PROVISION FOR INCOME TAXES | | 212,024 | | | 186,434 | || NET INCOME (LOSS) | | 511,423 | | | (1,183,374 | ) || Less: net income attributable to non-controlling interest | | 136,783 | | | 41,653 | || NET INCOME (LOSS) ATTRIBUTABLE TO WAH FU EDUCATION GROUP LIMITED | $ | 374,640 | | $ | (1,225,027 | ) || COMPREHENSIVE INCOME (LOSS) | | | | | | || Net income (loss) | | 511,423 | | | (1,183,374 | ) || Other comprehensive loss: foreign currency translation loss | | 247,135 | | | (388,073 | ) || Total comprehensive loss | | 758,558 | | | (1,571,447 | ) || Less: Comprehensive income (loss) attributable to non-controlling interest | | 18,746 | | | (26,088 | ) || COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WAH FU EDUCATION GROUP LIMITED | $ | 739,812 | | $ | (1,545,359 | ) || Earnings (loss) per common share - basic and diluted | $ | 0.09 | | $ | (0.29 | ) || Weighted average shares - basic and diluted | | 4,381,033 | | | 4,199,336 | | 7 **WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATION STATEMENTSOF CHANGES IN EQUITY*****| | | | | Additional <br> Paid-in | | Statutory | | Retained | | | Accumulated Other Comprehensive | | | Shareholders’ | | | Non-controlling | | | Total | | || --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || | | Amount | | Capital | | Reserves | | Earnings | | | Income (Loss) | | | Equity | | | Interest | | | Equity | | || Balance at March 31, 2020 | 4,381,033 | $ | 43,810 | $ | 4,799,384 | $ | 231,424 | $ | 4,723,999 | | $ | (734,028 | ) | $ | 9,064,589 | | $ | 234,540 | | $ | 9,299,129 | || Net income (loss) | - | | - | | - | | - | | 374,640 | | | - | | | 374,640 | | | 136,783 | | | 511,423 | || Foreign currency translation adjustment | - | | - | | - | | - | | - | | | 228,389 | | | 228,389 | | | 18,746 | | | 247,135 | || Balance at September 30, 2020 | 4,381,033 | $ | 43,810 | $ | 4,799,384 | $ | 231,424 | $ | 5,098,639 | | $ | (505,639 | ) | $ | 9,667,618 | | $ | 390,069 | | $ | 10,057,687 | || Balance at March 31, 2019 | 3,200,000 | $ | 32,000 | $ | 217,395 | $ | 222,180 | $ | 6,421,944 | | $ | (407,169 | ) | $ | 6,486,350 | | $ | 211,353 | | $ | 6,697,703 | || Common stock issued net of stock issuance costs of 1,266,326 | 1,181,033 | | 11,810 | | 4,627,029 | | - | | - | | | - | | | 4,638,839 | | | - | | | 4,638,839 | || Net income (loss) | - | | - | | - | | - | | (1,225,027 | ) | | - | | | (1,225,027 | ) | | 41,653 | | | (1,183,374 | ) || Foreign currency translation adjustment | - | | - | | - | | | | - | | | (361,985 | ) | | (361,985 | ) | | (26,088 | ) | | (388,073 | ) || Balance at September 30, 2019 | 4,381,033 | $ | 43,810 | $ | 4,844,424 | $ | 222,180 | $ | 5,196,917 | | $ | (769,154 | ) | $ | 9,538,177 | | $ | 226,918 | | $ | 9,765,095 | |All values are in US Dollars. 8 WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS| | For the six months ended,<br><br>September 30 | | | | | || --- | --- | --- | --- | --- | --- | --- || | 2020 | | | 2019 | | || Cash flows from operating activities: | | | | | | || Net Income (loss) | $ | 511,423 | | $ | (1,183,374 | ) || Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | || Depreciation and amortization | | 70,124 | | | 113,767 | || Non-cash lease expense | | 130,173 | | | 78,861 | || Loss from disposal of property and equipment | | - | | | 88 | || Provision for doubtful accounts | | 241,551 | | | 59,242 | || Provision for investments in unconsolidated entities | | 23,329 | | | - | || Interest income from loan to third parties | | (72,600 | ) | | (15,610 | ) || Deferred tax benefit | | (53,069 | ) | | 91,148 | || Changes in operating assets and liabilities: | | | | | | || Accounts receivable, net | | (645,705 | ) | | 929,249 | || Other receivable, net | | 150,959 | | | (155,658 | ) || Other current assets | | (44,446 | ) | | 67,131 | || Rent deposit | | (77,731 | ) | | (74,856 | ) || Deferred revenue | | 787,789 | | | 1,157,842 | || Taxes payable | | 245,863 | | | 108,238 | || Other payable | | 4,074 | | | - | || Operating lease liabilities | | (129,738 | ) | | (56,131 | ) || Accrued expenses and other liabilities | | 445,590 | | | 13,928 | || Net cash provided by operating activities | | 1,587,586 | | | 1,133,865 | || Cash flows from investing activities: | | | | | | || Purchase of property and equipment | | (7,417 | ) | | (63,111 | ) || Proceeds made for loans to related party | | (1,650,000 | ) | | - | || Proceeds from loans to related party | | 2,355,481 | | | - | || Payments made for loans to third parties | | (18,321 | ) | | - | || Net cash provided by (used in) investing activities | | 679,743 | | | (63,111 | ) || Cash flows from financing activities: | | | | | | || Changes in due to related parties | | (88,510 | ) | | 26,040 | || Net proceeds from initial public offering (“IPO”) | | - | | | 4,866,512 | || Net cash provided by (used in) financing activities | | (88,510 | ) | | 4,892,552 | || Effect of exchange rate fluctuation on cash | | 253,600 | | | (293,494 | ) || Net increase in cash | | 2,432,419 | | | 5,669,812 | || Cash at beginning of the period | | 6,833,891 | | | 3,927,718 | || Cash at end of the period | $ | 9,266,310 | | $ | 9,597,530 | || Supplemental cash flow information | | | | | | || Cash paid for income taxes | $ | 29,066 | | $ | 11,228 | || Non-cash financing activities | | | | | | || Right of use assets obtained in exchange for operating lease obligations | $ | 816,057 | | $ | 823,554 | || Deferred offering cost netted with proceeds from IPO | $ | - | | $ | 227,673 | |9*