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

      Fourth quarter revenue from continuing operations increased 58.5% year-over-year and organic growth reached 42.6%

      Fourth quarter non-GAAP net income from continuing operations(1) jumped 54.6% year-over-year


      News provided by

      Ambow Education Holding Ltd.

      Mar 04, 2012, 06:00 ET

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      BEIJING, March 4, 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: [email protected]

      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.

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