omniture

Ambow Education Announces Record Fourth Quarter and Full-Year 2011 Unaudited Financial Results

2012-03-05 07:00 2627

BEIJING, March 5, 2012 /PRNewswire-Asia/ -- Ambow Education Holding Ltd. ("Ambow" or the "Company") (NYSE: AMBO), a leading national provider of educational and career enhancement services in China, today reported its unaudited financial results for the fourth quarter and full-year of 2011.

Financial Highlights for the Fourth Quarter Ended December 31, 2011:

  • Total net revenue from continuing operations increased 58.5% to $89.2 million(2) from $56.2 million for the same period in 2010 and organic growth increased 42.6 % year-over-year.
    • The growth assets from continuing operations, which consists of Tutoring and Career Enhancement, achieved 77.7 % year-over-year revenue growth, of which organic growth was 54.9%.
    • Tutoring revenue from continuing operations increased 47.6% to $35.7 million from $24.2 million for the same period in 2010, of which organic growth was 35.0%.
    • Career Enhancement revenue from continuing operations increased 126.7% to $33.8 million from $14.9 million for the same period in 2010, of which organic growth was 87.2%.
  • Non-GAAP operating income(3) from continuing operations increased 41.2% to $21.6 million from $15.3 million for the same period in 2010.
  • Non-GAAP net income from continuing operations increased over 54.6% to $18.4 million from $11.9 million for the same period in 2010.
  • Diluted non-GAAP net income from continuing operations per adjusted ADS attributable to Ambow(4) increased to $0.25 as compared to $0.16 for the same period in 2010.
  • Total student enrollments(5) from continuing operations increased 40% to 341,000 from 243,000 for the same period in 2010.
    • The student enrollments from continuing operations for growth assets increased 46.5% to 312,000 from 213,000 for the same period in 2010.

Financial Highlights for the Full-Year 2011:

  • Total net revenue from continuing operations increased 44.4% to $279.3 million from $193.4 million in 2010 with 39.3% increase year-over-year from organic growth.
    • The growth assets from continuing operations, which consists of Tutoring and Career Enhancement, achieved 58.3% year-over-year revenue growth, of which organic growth was 38.7%.
    • Tutoring revenue from continuing operations increased 35.2% to $127.9 million from $94.6 million in 2010, of which organic growth was 27.3%
    • Career Enhancement revenue from continuing operations increased 109.0% to $90.1 million from $43.1 million for the same period in 2010, of which organic growth was 63.6%.
  • Non-GAAP operating income from continuing operations increased 52.1% to $58.1 million from $38.2 million in 2010.
  • Non-GAAP net income from continuing operations increased 49.0% to $46.2 million from $31.0 million in 2010.
  • Diluted non-GAAP net income from continuing operations per adjusted ADS attributable to Ambow increased to $0.61 as compared to $0.44 in 2010.
  • The student enrolments from continuing operations in the growth assets increased 27.3% to 1,034,000 from 812,000 in 2010.

Ambow's President and Chief Executive Officer Dr. Jin Huang added additional color to the fourth quarter results by providing the following statement:

This was a remarkable and the most profitable quarter in our history. Our growth assets, consisting of Tutoring and Career Enhancement, set records in enrollment and revenue. Our total enrollment for growth assets surpassed one million in 2011. Looking at our Tutoring line of business, we opened 10 new tutoring centers in the fourth quarter of 2011 alone, which pushes our total national coverage to 138 centers in 17 provinces. The results of the new centers have exceeded our expectations. The tutoring enrollment from continuing operations organically grew by 20% year-over-year.

Turning to Career Enhancement, we continue to experience explosive growth and demand in this segment. The enrollment increased over 300% year-over-year in the fourth quarter of 2011, led by our Career Competence Enhancement Program (CCEP)(6), which is designed to teach students soft skills. This soft-skill based college credit course has attracted around 57,000 students since its launch in March 2011. Not factoring in CCEP, revenue from the rest of Career Enhancement organically grew 70% year-over-year in the fourth quarter of 2011. After the impressive growth in 2011, our results for Q4 show that revenues between Career Enhancement and Tutoring were almost evenly split. As both of our growth engines meet and exceed our expectations, we see 2012 ripe for continued organic growth and our leadership position be firmly reinforced in the Chinese education industry.

"To implement our current growth strategy, we reviewed our business portfolios, and subsequently, divested non-strategic assets at the end of 2011," added Ms. Jenny Zhan, Ambow's Chief Strategy Officer. "This strategic move reflects our commitment to business lines with stronger growth potential, greater capital efficiency, and better asset turnover." She continued, "We expect to see substantial improvement of our Return on Equity in 2012."

"It is also worth noting that Campus Holdings, in which both Dr. Jin Huang and Baring Asia have a shared economic interest through October 2015," added Ms. Zhan. "spent approximately $50 million to acquire 5.972 million shares of ADS or its equivalent of common shares, both publicly and privately, from November 2011 through January 2012. "She concluded, "This purchase demonstrates the confidence and commitment of our management team, and moreover, the endorsement of our business model from a private equity leader in China's education sector."

Shedding more light on the financial picture, the Chief Financial Officer of Ambow Education, Mr. Gareth Kung added, "Turning to operations, I am very pleased to announce that even though we are in the investment phase of our Tutoring and Career Enhancement businesses, we achieved outstanding growth in both top and bottom lines." He continued, "Our non-GAAP operating income from continuing operations grew over 41% year-over-year while 2011 adjusted EBIDTA margin(7) was around 27% which is one of the highest in the industry." Furthermore, "These results show that our resolve to improve the efficiency and scalability of our business remains strong." Mr. Kung concluded by stating, "Though we are still in the early stages of our expansion, it is our goal to maintain sustainable growth in both top and bottom lines."

Financial Results for the Fourth Quarter of 2011:

Net Revenues

Total net revenues from continuing operations for the fourth quarter of 2011 increased 58.5% to $89.2 million from $56.2 million for the same period in 2010.

Better Schools

Tutoring revenue from continuing operations increased 47.6% to $35.7 million from $24.2 million for the same period in 2010. The revenue growth in Tutoring was due to a 22.1% increase in enrollments and a 20.9% increase in Average Selling Price ("ASP"). In the fourth quarter of 2011, the Company divested three tutoring subdivisions, which generated revenue of $1.2 million for the quarter. This result is reflected in the discontinued operations.

K-12 Schools revenue increased 13.6% to $13.9 million from $12.2 million for the same period in 2010. During the quarter, enrollments decreased 7.8% while ASP increased 23.2%. The drop in enrollments resulted from returning the operating rights for the Zhenjiang Foreign Language School's Junior High to the original owner in the third quarter of 2011.

Total student enrollments in Better Schools from continuing operations for the fourth quarter of 2011 were approximately 260,000 of which 239,000 were in Tutoring and 21,000 were in K-12 Schools.

Better Jobs

Career Enhancement revenue from continuing operations increased 126.7% to $33.8 million in the fourth quarter of 2011, compared to $14.9 million for the same period in 2010. The Company noted that the revenue growth in Career Enhancement was the result of an impressive 315.8% increase in enrollment and a 45.5% decrease in ASP. Career Enhancement enrollments significantly increased primarily due to the success of the CCEP. Excluding the 37,000 enrollments in CCEP, Career Enhancement enrollments from continuing operations increased 105.3% while ASP increased 2.2%.

Colleges revenue from continuing operations increased 18.4% to $5.8 million from $4.9 million for the same period in 2010. The Company divested Beijing Century College, which had enrollments of about 5,400, and generated revenue of $6.9 million in the fourth quarter of 2011. This result is reflected in the discontinued operations.

Total student enrollments in Better Jobs from continuing operations for the fourth quarter of 2011 were about 81,000 with approximately 74,000 in Career Enhancement and over 6,800 in Colleges.

Gross Profit and Gross Margin

Overall gross profit increased 59.0% to $56.1 million for the fourth quarter of 2011, compared to $35.3 million for the same period in 2010. Gross margin was 62.9% for the fourth quarter of 2011, compared to 62.8% for the same period in 2010.

Operating Expenses and Non-GAAP Operating Income from Continuing Operations

Operating expenses, which include selling and marketing, general and administrative, and research and development expenses, were $36.0 million for the fourth quarter of 2011, a 66.5% year-over-year increase from $21.6 million for the same period in 2010. Operating expenses as a percentage of total net revenues were 40.4% for the fourth quarter of 2011, compared to 38.4% for the same period in 2010. Selling and marketing expenses as a percentage of total net revenue increased to 20.0% for the fourth quarter of 2011, compared to 16.6% for the same period in 2010 due to the Company's continued promotion of its Tutoring brand. General and administrative expenses as a percentage of total net revenue decreased to 18.9% in the fourth quarter of 2011 from 19.2% for the same period in 2010 as the Company continued to improve its operating efficiency.

Non-GAAP operating income from continuing operations increased to $21.6 million from $15.3 million for the same period in 2010, representing a 41.2% year-over-year increase.

Income Tax Expenses from Continuing Operations

Income tax expenses from continuing operations were $3.8 million for the fourth quarter of 2011, compared to income tax expenses of $3.0 million for the same period in 2010.

Net Income and Adjusted EPS from Continuing Operations

Net income from continuing operations was $13.0 million for the fourth quarter of 2011, a 26.2% increase from $10.3 million for the same period in 2010.

Non-GAAP net income from continuing operations was $18.4 million for the fourth quarter of 2011, representing a 54.6% increase from $11.9 million for the same period in 2010.

Basic and diluted non-GAAP net income from continuing operations per adjusted ADS(8) attributable to Ambow was $0.26 and $0.25, respectively, compared to $0.17 and $0.16, respectively, for the same period in 2010.

Loss from Discontinued Operations

Loss from discontinued operations arose from the divestment of Beijing Century College and four Tutoring and Career Enhancement subdivisions (Xian Tutoring, Shandong Software Companies, Guangzhou HP Tutoring and Tianjin Holding) in the fourth quarter of 2011 in order to sharpen the Company's focus on its growth assets. Net loss from discontinued operations was $19.6 million for the fourth quarter of 2011, compared to a net income of $4.1 million in the same period 2010. The discontinued operations generated $8.3 million in revenue in the fourth quarter of 2011.

Balance Sheet

Cash and cash equivalents, restricted cash and term deposits as of December 31, 2011 were $69.5 million, compared to $95.1 million as of September 30, 2011. Following the divestment of Beijing Century College, 21st Century School and four Tutoring and Career Enhancement subdivisions during the fourth quarter, cash balances of $35.3 million held by these entities were no longer included on the balance sheet as of December 31, 2011, which is the primary reason for this noted decrease in cash and cash equivalents, restricted cash and term deposits.

Other non-current assets increased to $53.2 million as of December 31, 2011 from $27.2 million as of September 30, 2011. This increase primarily reflects a prepayment made for a long-term lease on a property, which will be used for the development of a career enhancement campus in Beijing.

Deferred revenue balance as of December 31, 2011 and 2010 was $69.7 million and $70.9 million, respectively. Deferred revenue balance from the Company's growth assets was $52.1 million as of December 31. 2011 which represents a 52.8% increase relative to the balance as of December 31, 2010. With the divestment of Beijing Century College, 21st Century School and four Tutoring and Career Enhancement subdivisions, deferred revenue associated with these entities was excluded from the balance sheet as of December 31, 2011, while $11.6 million of deferred revenue associated with these entities was included in the comparative figure as of December 31, 2010.

Non-current portion of consideration payable for acquisition and other liabilities was $18.3 million as of December 31, 2011 compared to a balance of $48.1 million as of September 30, 2011. The decline in the outstanding balance was because part of the consideration payable has been waived following the divestment of Beijing Century College and 21st Century School in the fourth quarter of 2011.

Financial Results for the Full-Year 2011:

Net Revenues

Total net revenues from continuing operations for the year ended December 31, 2011 increased 44.4% to $279.3 million from $193.4 million in 2010.

Better Schools

Tutoring revenue from continuing operations increased 35.2% to $127.9 million from $94.6 million in 2010. The Company noted that the revenue growth in Tutoring was a result of a 16.1% increase in enrollments and a 13.2% increase in ASP. The Company has divested three tutoring subdivisions, which generated revenue of $4.1 million in 2011. This result is reflected in the discontinued operations.

K-12 Schools revenue increased 7.3% to $42.9 million from $40.0 million for the same period in 2010.

Better Jobs

Career Enhancement revenue from continuing operations was $90.1 million for the year ended December 31, 2011, compared to $43.1 million in 2010. The Company noted that Career Enhancement achieved record revenue growth of 109.0% increase year-over-year. Enrollments increased 192.4% while ASP decreased 27.9%. Excluding the 57,000 enrollments for CCEP in 2011, Career Enhancement enrollments from continuing operations increased 82.5% and ASP increased 8.9%.

Colleges revenue from continuing operations increased 17.2% year-over-year to $18.4 million for the year ended December 31, 2011, compared to $15.7 million in 2010. The Company divested Beijing Century College in the fourth quarter of 2011. This college had enrollments of around 5,400 and generated revenue of $20.4 million in 2011. This result is reflected in discontinued operations.

Gross Profit and Gross Margin

Overall gross profit increased 49.3% to $167.7 million for the year ended December 31, 2011, compared to $112.4 million in 2010. Gross margin was 60.0% for the year ended December 31, 2011, compared to 58.1% in 2010. The Company's gross margin on Colleges from continuing operations improved to 69.1% in 2011 from 57.2% in 2010 due to recognition of certain service fee income

Operating Expenses and Non-GAAP operating Income from continuing operations

Operating expenses, which include selling and marketing, general and administrative, and research, and development expenses, were $115.0 million for the year ended December 31, 2011, a 44.5% increase from $79.6 million in 2010. Operating expenses as a percentage of total net revenues were 41.2% for the year ended December 31, 2011, compared to 41.1% in 2010. General and administrative expenses as a percentage of total net revenue decreased from 19.5% in 2010 to 18.9% in 2011 as the Company continued to improve operating efficiency.

Non-GAAP operating income from continuing operations increased 52.1% to $58.1 million in 2011 from $38.2 million in 2010.

Income Tax Expenses from continuing operation

Income tax expenses from continuing operation were $8.3 million for the year ended December 31, 2011, compared to income tax expenses of $6.0 million for in 2010.

Net Income and Adjusted EPS from continuing operations

Net income from continuing operations was $36.9 million for the year ended December 31, 2011, a 44.2% increase year-over-year from $25.6 million in 2010.

Non-GAAP net income from continuing operations was $46.2 million for the year ended December 31, 2011, a 49.0% increase year-over-year from $31.0 million in 2010.

Basic and diluted non-GAAP net income from continuing operations per adjusted ADS attributable to Ambow was $0.65 and $0.61, respectively, compared to $0.47 and $0.44, respectively, in 2010.

Loss from discontinued operations

Net loss from discontinued operations was $19.0 million for the full year of 2011, arising from the divestment of Beijing Century College and four Tutoring and Career Enhancement subdivisions in the fourth quarter of 2011 in order to sharpen the focus on its growth assets. The discontinued operations generated revenue of $25.4 million in full year 2011.

Financial Outlook for the First Quarter 2012

The Company expects total net revenues in the first quarter of 2012 to be in the range of $62.8 million (Rmb395 million) to $64.3 million (Rmb405 million).

This is the Company's current view and it is subject to change.

Conference Call Information

Ambow's management will host an earnings conference call at 8:00 p.m. U.S. Eastern Time on March 4, 2012 (9:00 a.m. Beijing/Hong Kong Time on March 5, 2012).

The dial-in number and passcode for the conference call are as follows:

U.S. Toll Free: +1-866-549-1292
China Toll Free: +400-681-6949
International: +852-3005-2050

The passcode for the call is "657079 #".

Additionally, a live and archived webcast of this call will be available on the Investor Relations section of Ambow's website at: http://investors.ir.ambow.com/us/AMBO/irwebsite/

About Ambow Education Holding Ltd.

Ambow Education Holding Ltd. (NYSE: AMBO) is a leading national provider of educational and career enhancement services in China, offering high-quality, individualized services and products. Ambow has two business divisions: "Better Schools," which includes K-12 schools and tutoring centers; and "Better Jobs," which includes colleges and career enhancement centers. 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.

Forward Looking Statements

Certain statements in this press release, including statements regarding the outlook for the first quarter of 2012 and quotations from management concerning Ambow's strategic and operational plans and expectations are forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Ambow uses words such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates", "target" and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are based on management's current expectations and involve risks and uncertainties. The following important factors, without limitation, could cause actual results to differ materially from those contained in these forward-looking statements: Ambow's ability to manage its business expansion and operations effectively, to make strategic acquisitions and investments and to successfully integrate acquired businesses; significant competition; Ambow's ability to continue to attract students to enroll in its programs, to continually enhance its programs, services and products, to successfully develop and introduce new services and products in time and to adequately and promptly respond to changes in curriculum, testing materials and standards; economic conditions; and changes in government policies, laws and regulations. More information on factors that could affect Ambow's results is included from time to time in Ambow's Securities and Exchange Commission filings and reports, including the risks described under the heading "Risk Factors" in Ambow's final prospectus relating to its initial public offering filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on August 5, 2010 as well as risk factors identified in Ambow's latest annual report on Form 20-F and Current Reports on Form 6-K. Other unknown or unpredictable factors also could have material adverse effects on Ambow's future results. In light of these risks, uncertainties and factors, you are cautioned not to place undue reliance on forward-looking statements. Ambow disclaims any obligation to update information contained in forward-looking statements, whether as a result of new information, future events or otherwise.

Statement Regarding Unaudited Financial Information

The Company has prepared the unaudited consolidated financial information on the same basis as its audited consolidated financial statements. The unaudited consolidated financial information includes all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of its financial position and results of operations for the quarters presented. Quarterly and year-to-date results may not be indicative of the Company's results of operations for future quarterly periods.

About Non-GAAP Financial Measures

To supplement Ambow's unaudited consolidated financial results presented in accordance with GAAP, Ambow uses the following measures defined as non-GAAP financial measures by the SEC: (i) Non-GAAP operating income from continuing operations, (ii) Net income from continuing operations excluding disposal loss from continuing operations (iii) Non-GAAP net income from continuing operations excluding disposal loss from continuing operations, (iv) Non-GAAP net income from continuing operations, (v) EBITDA from continuing operations excluding disposal loss from continuing operations, (vi) Adjusted EBITDA from continuing operations excluding disposal loss from continuing operations, (vii) Non-GAAP net income from continuing operations per ADS basic and diluted, (viii) Organic growth. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of non-GAAP measures to the most comparable GAAP measures" set forth at the end of this release.

Ambow believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity that may not be indicative of its operating performance from a cash perspective. Ambow believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management's internal comparisons to Ambow's historical performance and liquidity. Ambow computes its non-GAAP financial measures using the same consistent method from quarter to quarter. These non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers. These measures should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP. Ambow believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations with GAAP financial measures that are most directly comparable to non-GAAP financial measures.

(1) Non-GAAP net income from continuing operations, being net income from continuing operations attributable to Ambow excluding share-based compensation expenses and disposal loss incurred in relation to continuing and discontinued operations for the respective periods.

(2) The reporting currency of the Company is Renminbi ("RMB"), but for the convenience of the reader, the amounts presented throughout the release are in US dollar ("$"). Unless otherwise stated, all translations from RMB to US$ are based on the historical exchange rate of US$1.0 to RMB6.2939, representing the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2011. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

(3) Non-GAAP operating income from continuing operations, being operating income from continuing operations excluding share-based compensation expenses.

(4) Diluted non-GAAP net income from continuing operations per adjusted ADS attributed to Ambow is computed by dividing non-GAAP net income from continuing operations attributed to Ambow by weighted average number of common shares outstanding for the period plus (1) shares issuable upon the exercise of outstanding shares options and (2) the number of common shares resulting from the assumed conversion of all the outstanding redeemable convertible preferred share and exercise of warrants upon closing of the initial public offering as if the conversion or exercise had occurred at the beginning of the period.

(5) Enrollments refers to the cumulative total number of course enrolled in and paid for by students either directly through our schools or through our distributors for the respective period, including multiple online and offline courses enrolled in and paid for by the same student.

(6) CCEP represents Career Competence Enhancement Program. This program was jointly developed with MOE and offered in universities as a credit program which providing students with an advanced curriculum that focuses on soft skills training and integrates expert in-class teaching and online learning.

(7) Adjusted EBITDA margin, a non-GAAP measure, being EBITDA from continuing operations excluding share-based compensation and disposal loss in relation to continuing operations, divided by net revenue from continuing operations. EBIDTA from continuing operations is net income from continuing operations attributable to Ambow excluding interest expense, income tax expenses, depreciation and amortization.

(8) Each ADS represents two ordinary shares.



For investor and media inquiries please contact:

Ms. Mandy Li
Investor Relations Manager
Ambow Education Holding Ltd.
Tel: +86-10-6206-8130
Email: ir@ambow.com

AMBOW EDUCATION HOLDING LTD

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(ALL AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)












As of
December 31,


As of
December 31,


As of
December 31,


As of
December 31,



2011


2010


2011


2010



USD


USD


RMB


RMB

ASSETS









Current assets:









Cash and cash equivalents


61,818


138,118


389,075


869,300

Restricted cash


350


-


2,200


-

Term deposits


7,341


9,406


46,205


59,200

Accounts receivable, net


33,820


7,672


212,857


48,287

Amounts due from related parties


10,569


23,862


66,521


150,182

Deferred tax assets, current


2,406


1,258


15,142


7,916

Prepaid and other current assets


130,498


84,033


821,344


528,897

TOTAL CURRENT ASSETS


246,802


264,349


1,553,344


1,663,782

Property and equipment, net


101,563


106,983


639,225


673,341

Intangible assets and land use rights, net


119,985


125,109


755,174


787,424

Goodwill


170,796


158,972


1,074,980


1,000,555

Deferred tax assets, non-current


763


686


4,800


4,315

Amounts due from related parties


3,569


-


22,463


-

Other non-current assets


53,170


17,331


334,645


109,080

TOTAL NON-CURRENT ASSETS


449,846


409,081


2,831,287


2,574,715

TOTAL ASSETS


696,648


673,430


4,384,631


4,238,497










LIABILITIES AND SHAREHOLDERS' EQUITY









Current liabilities:









Short-term borrowings


18,759


18,759


118,070


118,070

Current portion of Long-term borrowings


2,542


9,692


16,000


61,000

Deferred revenue


69,746


70,876


438,975


446,084

Accounts payable


7,632


6,287


48,034


39,568

Accrued expenses and other current liabilities


71,550


48,248


450,326


303,666

Income tax payable


21,303


14,223


134,079


89,521

Amount due to related parties


7,552


2,144


47,531


13,493

TOTAL CURRENT LIABILITIES


199,084


170,229


1,253,015


1,071,402

Deferred tax liabilities, non-current


17,990


24,594


113,227


154,793

Long-term borrowings


7,388


8,580


46,500


54,000

Non-current portion of consideration payable for acquisitions and other liabilities


18,337


35,798


115,414


225,309

TOTAL NON-CURRENT LIABILITIES


43,715


68,972


275,141


434,102

TOTAL LIABILITIES


242,799


239,201


1,528,156


1,505,504










SHAREHOLDERS' EQUITY


445,129


425,801


2,801,594


2,679,951

TOTAL AMBOW EDUCATION HOLDING LTD'S EQUITY


445,129


425,801


2,801,594


2,679,951

Non-controlling interest


8,720


8,428


54,881


53,042

TOTAL SHAREHOLDER'S EQUITY


453,849


434,229


2,856,475


2,732,993

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY


696,648


673,430


4,384,631


4,238,497












AMBOW EDUCATION HOLDING LTD

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(ALL AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)












As of
December 31,


As of
September 30,


As of
December 31,


As of
September 30,



2011


2011


2011


2011



USD


USD


RMB


RMB

ASSETS









Current assets:









Cash and cash equivalents


61,818


91,551


389,075


576,214

Restricted cash


350


246


2,200


1,550

Term deposits


7,341


3,298


46,205


20,760

Accounts receivable, net


33,820


33,739


212,857


212,348

Amounts due from related parties


10,569


32,634


66,521


205,394

Deferred tax assets, current


2,406


2,330


15,142


14,667

Prepaid and other current assets


130,498


91,330


821,344


574,823

TOTAL CURRENT ASSETS


246,802


255,128


1,553,344


1,605,756

Property and equipment, net


101,563


129,898


639,225


817,563

Intangible assets and land use rights, net


119,985


140,460


755,174


884,039

Goodwill


170,796


209,640


1,074,980


1,319,452

Deferred tax assets, non-current


763


1,089


4,800


6,857

Amounts due from related parties


3,569


3,575


22,463


22,502

Other non-current assets


53,170


27,219


334,645


171,314

TOTAL NON-CURRENT ASSETS


449,846


511,881


2,831,287


3,221,727

TOTAL ASSETS


696,648


767,009


4,384,631


4,827,483










LIABILITIES AND SHAREHOLDERS' EQUITY









Current liabilities:









Short-term borrowings


18,759


18,759


118,070


118,070

Current portion of Long-term borrowings


2,542


3,098


16,000


19,500

Deferred revenue


69,746


100,421


438,975


632,041

Accounts payable


7,632


7,817


48,034


49,201

Accrued expenses and other current liabilities


71,550


67,419


450,326


424,331

Income tax payable


21,303


19,576


134,079


123,211

Amount due to related parties


7,552


6,481


47,531


40,788

TOTAL CURRENT LIABILITIES


199,084


223,571


1,253,015


1,407,142

Deferred tax liabilities, non-current


17,990


28,303


113,227


178,138

Long-term borrowings


7,388


8,341


46,500


52,500

Non-current portion of consideration payable for acquisitions and other liabilities


18,337


48,135


115,414


302,958

TOTAL NON-CURRENT LIABILITIES


43,715


84,779


275,141


533,596

TOTAL LIABILITIES


242,799


308,350


1,528,156


1,940,738










SHAREHOLDERS' EQUITY


445,129


448,789


2,801,594


2,824,630

TOTAL AMBOW EDUCATION HOLDING LTD'S EQUITY


445,129


448,789


2,801,594


2,824,630

Non-controlling interest


8,720


9,870


54,881


62,115

TOTAL SHAREHOLDER'S EQUITY


453,849


458,659


2,856,475


2,886,745

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY


696,648


767,009


4,384,631


4,827,483












AMBOW EDUCATION HOLDING LTD

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(ALL AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)


For the three months ended December 31,


2011


2010


2011


2010


USD


USD


RMB


RMB

Better Schools








Tutoring

35,707


24,194


224,737


152,277

K-12 Schools

13,858


12,194


87,221


76,748

Better Job








Career Enhancement

33,784


14,905


212,633


93,808

Colleges

5,802


4,947


36,518


31,139

NET REVENUES

89,151


56,240


561,109


353,972

Cost of revenues

(33,040)


(20,941)


(207,948)


(131,799)

GROSS PROFIT

56,111


35,299


353,161


222,173

Operating expenses:








Selling and marketing

(17,913)


(9,363)


(112,745)


(58,929)

General and administrative

(16,836)


(10,781)


(105,961)


(67,855)

Research and development

(1,242)


(1,469)


(7,818)


(9,244)

TOTAL OPERATING EXPENSES

(35,991)


(21,613)


(226,524)


(136,028)

OPERATING INCOME

20,120


13,686


126,637


86,145









OTHER EXPENSE








Interest expense, net

(922)


(612)


(5,806)


(3,852)

Foreign exchange loss, net

(15)


(251)


(94)


(1,577)

Disposal loss from continuing operations

(4,025)


-


(25,336)


-

Other income, net

376


262


2,367


1,651

INCOME BEFORE TAX AND NON-CONTROLLING INTEREST

15,534


13,085


97,768


82,367

Income tax expenses

(3,754)


(3,016)


(23,628)


(18,985)

INCOME FROM CONTINUING OPERATIONS

11,780


10,070


74,140


63,382

Income (Loss) from discontinued operations, net of income taxes

(19,554)


4,109


(123,072)


25,859

NET INCOME/(LOSS)

(7,774)


14,179


(48,932)


89,241

Add: Net income attributable to non-controlling interest

1,149


220


7,234


1,384

NET INCOME/(LOSS) ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD

(6,625)


14,399


(41,698)


90,625










Preferred shares redemption value accretion

-


-


-


-

Allocation of net income to participating preferred shareholders

-


-


-


-

NET INCOME/(LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

(6,625)


14,399


(41,698)


90,625









Net income/(loss) from continuing operation per ADS attributable to ordinary shareholders








Basic

0.18


0.14


1.13


0.91

Diluted

0.17


0.14


1.08


0.86










Net income/(loss) from discontinued operations per ADS attributable to ordinary shareholders








Basic

(0.27)


0.06


(1.72)


0.36

Diluted

(0.26)


0.05


(1.64)


0.34









Weighted average number of ADS(note 1)








Basic

71,700,732


71,283,488


71,700,732


71,283,488

Diluted

75,080,574


75,685,145


75,080,574


75,685,145









Supplementary Information:








Share-based compensation expense included in:








Selling and marketing

293


297


1,845


1,872

General and administrative

1,130


1,284


7,115


8,082

Research and development

33


41


210


257



1,456


1,622


9,170


10,211










Note 1: Each ADS represents two common shares.



AMBOW EDUCATION HOLDING LTD

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

(ALL AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)



For the three months ended December 31,



2011


2010


2011


2010



USD


USD


RMB


RMB

Operating income from continuing operations


20,120


13,688


126,637


86,145

Share-based compensation expenses


1,456


1,622


9,170


10,211

Non-GAAP operating income from continuing operations


21,576


15,310


135,807


96,356










Net income from continuing operations


12,929


10,290


81,374


64,766

Disposal loss from continuing operations


4,025


-


25,336


-

Net income from continuing operations excluding disposal loss from continuing operations attributable

to Ambow


16,954


10,290


106,710


64,766

Share-based compensation expenses


1,456


1,622


9,170


10,211

Non-GAAP net income from continuing operations


18,410


11,912


115,880


74,977










Net income from continuing operations margin


14.5%


18.3%


14.5%


18.3%

Non-GAAP net income from continuing operations margin


20.7%


21.2%


20.7%


21.2%










Net income from continuing operations per ADS attributable to Ordinary Shareholders - Basic(Note 4)


0.18


0.14


1.13


0.91

Net income from continuing operations per ADS attributable to Ordinary Shareholders - Diluted


0.17


0.14


1.08


0.86










Net income from continuing operations per adjusted ADS attributable to Ambow - Basic


0.18


0.14


1.13


0.91

Net income from continuing operations per adjusted ADS attributable to Ambow - Diluted (Note 3)


0.17


0.14


1.08


0.86










Non-GAAP net income from continuing operations per adjusted ADS attributable to Ambow - Basic


0.26


0.17


1.62


1.05

Non-GAAP net income from continuing operations per adjusted ADS attributable to Ambow - Diluted


0.25


0.16


1.54


0.99










Adjusted weighted average number of ADS used in calculating net income and non GAAP from

continuing operations net income attributable to Ambow per ADS - basic


71,700,732


71,283,488


71,700,732


71,283,488

Adjusted weighted average number of ADS used in calculating net income and non GAAP

net income from continuing operations attributable to Ambow per ADS - diluted


75,080,574


75,685,145


75,080,574


75,685,145



















EBITDA from continuing operations excluding disposal loss from continuing operations(Note 1)


26,488


17,927


166,716


112,834

Share-based compensation expenses


1,456


1,622


9,170


10,211

Adjusted EBITDA from continuing operations excluding disposal loss from continuing operations(Note 2)


27,944


19,549


175,886


123,045










EBITDA margin from continuing operations excluding disposal loss from continuing operations


29.7%


31.9%


29.7%


31.9%

Adjusted EBITDA margin from continuing operations excluding disposal loss from continuing operations


31.3%


34.8%


31.3%


34.8%


Note 1: EBITDA from continuing operations, a non-GAAP measure, being net income from continuing operations attributable to Ambow excluding interest expense, income tax expenses, depreciation and amortization. The depreciation and amortization from continuing operations in the fourth quarter of 2010 and 2011 were RMB 25,133 and RMB 30,572, respectively.

Note 2: Adjusted EBITDA from continuing operations being EBITDA from continuing operations excluding share based compensation.

Note 3: Net income from continuing operations per adjusted ADS attributable to Ambow - diluted is computed by dividing net income from continuing operations attributable to Ambow by weighted average number of common shares outstanding for the period plus (1) shares issuable upon the exercise of outstanding share options and (2) the number of common shares resulting from the assumed conversion of all the outstanding redeemable convertible preferred share and exercise of warrants upon closing of the initial public offering as if the conversion or exercise had occurred at the beginning of the period.

Note 4: Net income from continuing operations used to calculate EPADS excludes disposal loss from continuing operations



AMBOW EDUCATION HOLDING LTD

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(ALL AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)


For the year ended December 31,


2011


2010


2011


2010


USD


USD


RMB


RMB

Better Schools








Tutoring

127,897


94,567


804,969


595,195

K-12 Schools

42,908


39,981


270,059


251,635

Better Job








Career Enhancement

90,088


43,113


567,005


271,350

Colleges

18,428


15,720


115,982


98,941

NET REVENUES

279,321


193,381


1,758,015


1,217,121

Cost of revenues

(111,594)


(81,016)


(702,364)


(509,904)

GROSS PROFIT

167,727


112,365


1,055,651


707,217

Operating expenses:








Selling and marketing

(56,154)


(37,446)


(353,425)


(235,683)

General and administrative

(52,825)


(37,735)


(332,473)


(237,502)

Research and development

(5,985)


(4,378)


(37,670)


(27,553)

TOTAL OPERATING EXPENSES

(114,964)


(79,559)


(723,568)


(500,738)

OPERATING INCOME

52,763


32,806


332,083


206,479









OTHER EXPENSE








Interest expense, net

(3,909)


(1,701)


(24,603)


(10,704)

Foreign exchange losses, net

(849)


(590)


(5,343)


(3,711)

Disposal loss from continuing operation

(4,025)


-


(25,336)


-

Other income, net

367


361


2,312


2,275

INCOME BEFORE TAX AND NON-CONTROLLING INTEREST

44,347


30,876


279,113


194,339

Income tax expense

(8,265)


(5,980)


(52,019)


(37,635)

INCOME FROM CONTINUING OPERATIONS

36,082


24,896


227,094


156,704

Income (Loss) from discontinued operations, net of income taxes

(19,000)


8,738


(119,581)


54,995

NET INCOME/(LOSS)

17,082


33,634


107,513


211,699

Add: Net loss attributable to non-controlling interest

789


688


4,966


4,333

NET INCOME/(LOSS) ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD

17,871


34,322


112,479


216,032










Preferred shares redemption value accretion

-


(14,968)


-


(94,209)

Allocation of net income to participating preferred shareholders

-


(8,823)


-


(55,534)

NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

17,871


10,531


112,479


66,289









Net income/(loss) from continued operations per ADS attributable to ordinary shareholders








Basic

0.52


0.04


3.25


0.26

Diluted

0.49


0.04


3.09


0.28










Net income/(loss) from discontinued operations per ADS attributable to ordinary shareholders








Basic

(0.27)


0.20


(1.67)


1.29

Diluted

(0.25)


0.16


(1.59)


0.98









Weighted average number of ADS (Note 1)








Basic

71,469,519


42,775,706


71,469,519


42,775,706

Diluted

75,216,406


56,061,022


75,216,406


56,061,022









Supplementary Information:








Share-based compensation expense included in:








Selling and marketing

1,158


1,145


7,286


7,204

General and administrative

4,007


4,136


25,220


26,029

Research and development

134


155


842


981



5,299


5,436


33,348


34,214

Note 1: Each ADS represents two common shares.



AMBOW EDUCATION HOLDING LTD

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

(ALL AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)



For the year ended December 31,



2011


2010


2011


2010



USD


USD


RMB


RMB

Operating income from continuing operations


52,763


32,806


332,083


206,479

Share-based compensation expenses


5,299


5,436


33,348


34,214

Non-GAAP operating income from continuing operations


58,062


38,242


365,431


240,693










Net income from continuing operations


36,871


25,586


232,060


161,037

Disposal loss from continuing operations


4,025


-


25,336


-

Net income from continuing operations excluding disposal loss from continuing operations attributable

to Ambow


40,896


25,586


257,396


161,037

Share-based compensation expenses


5,299


5,436


33,348


34,214

Non-GAAP net income from continuing operations


46,195


31,022


290,744


195,251










Net income from continuing operations margin


13.2%


13.2%


13.2%


13.2%

Non-GAAP net income from continuing operations margin


16.5%


16.0%


16.5%


16.0%










Net income from continuing operations per ADS attributable to Ordinary Shareholders - Basic (Note 4)


0.52


0.04


3.25


0.26

Net income from continuing operations per ADS attributable to Ordinary Shareholders - Diluted


0.49


0.04


3.09


0.28










Net income from continuing operations per adjusted ADS attributable to Ambow - Basic


0.52


0.38


3.25


2.42

Net income from continuing operations per adjusted ADS attributable to Ambow - Diluted (Note 3)


0.49


0.36


3.09


2.27










Non-GAAP net income from continuing operations per adjusted ADS attributable to Ambow - Basic


0.65


0.47


4.07


2.93

Non-GAAP net income from continuing operations per adjusted ADS attributable to Ambow - Diluted


0.61


0.44


3.87


2.76










Adjusted weighted average number of ADS used in calculating net income and non GAAP from

continuing operations net income attributable to Ambow per ADS - basic


71,469,519


66,670,499


71,469,519


66,670,499

Adjusted weighted average number of ADS used in calculating net income and non GAAP net

income from continuing operations attributable to Ambow per ADS - diluted


75,216,406


70,846,120


75,216,406


70,846,120



















EBITDA from continuing operations excluding disposal loss from continuing operations(Note 1)


70,061


50,215


440,957


316,047

Share-based compensation expenses


5,299


5,436


33,348


34,214

Adjusted EBITDA from continuing operations excluding disposal loss from continuing operations(Note 2)


75,360


55,651


474,305


350,261










EBITDA margin from continuing operations excluding disposal loss from continuing operations


25.1%


26.0%


25.1%


26.0%

Adjusted EBITDA margin from continuing operations excluding disposal loss from continuing

operations


27.0%


28.8%


27.0%


28.8%

Note 1: EBITDA from continuing operations, a non-GAAP measure, being net income from continuing operations attributable to Ambow excluding interest expense, income tax expenses, depreciation and amortization. The depreciation and amortization from continuing operations for the twelve months of 2010 and 2011 were RMB 81,155 and RMB 106,940, respectively.

Note 2: Adjusted EBITDA from continuing operations being EBITDA from continuing operations excluding share based compensation.

Note 3: Net income from continuing operations per adjusted ADS attributable to Ambow - diluted is computed by dividing net income from continuing operations attributable to Ambow by weighted average number of common shares outstanding for the period plus (1) shares issuable upon the exercise of outstanding share options and (2) the number of common shares resulting from the assumed conversion of all the outstanding redeemable convertible preferred share and exercise of warrants upon closing of the initial public offering as if the conversion or exercise had occurred at the beginning of the period.

Note 4: Net income from continuing operations used to calculate EPADS excludes disposal loss from continuing operations



Source: Ambow Education Holding Ltd.
collection