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      Ambow Education Announces Second Quarter 2011 Unaudited Financial Results

      Strong Enrollment Growth Results in 90.0% Year-over-Year Revenue Increase in Career Enhancement


      News provided by

      Ambow Education Holding Ltd.

      Aug 24, 2011, 05:00 ET

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      BEIJING, Aug. 24, 2011 /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 second quarter of 2011.

      Financial Highlights for the Quarter Ended June 30, 2011:

      • Total net revenues increased 26.1% to $77.8 million(1) from $61.7 million for the same period in 2010.
        • Tutoring revenues increased 20.3% to $33.7 million from $28.0 million for the same period in 2010.
        • Career Enhancement revenues increased 90.0% to $20.8 million from $11.0 million for the same period in 2010.
        • The growth layer, which consists of Tutoring and Career Enhancement, achieved 39.9% year-over-year revenue growth. Excluding revenue of $6.2 million from acquisition, our organic growth is 24.0%.
      • EBITDA(2) increased 27.3% to $25.2 million from $19.8 million for the same period in 2010.
      • Operating income increased 33.3% to $20.4 million from $15.3 million for the same period in 2010.
      • Net income(3) increased 22.2% to $16.7 million from $13.6 million for the same period in 2010.
      • Diluted non-GAAP net income per adjusted ADS attributable to Ambow(4) increased to $0.24 as compared to $0.22 for the same period in 2010.
      • Total student enrollments increased to 298,000.

      Financial Highlights for the Six Months Ended June 30, 2011:

      • Total net revenues increased 27.5% to $130.0 million from $102.0 million for the same period in 2010.
        • Tutoring revenues increased 22.1% to $59.3 million from $48.6 million for the same period in 2010.
        • Career Enhancement revenues increased 98.8% to $32.8 million from $16.5 million for the same period in 2010.
        • The growth layer, which consists of Tutoring and Career Enhancement, achieved 41.5% year-over-year revenue growth. Excluding revenue of $8.3 million from acquisition, our organic growth is 28.8%.
      • EBITDA increased 28.0% to $32.9 million from $25.7 million for the same period in 2010.
      • Operating income increased 38.1% to $23.3 million from $16.9 million for the same period in 2010.
      • Net income increased 27.7% to $18.2 million from $14.2 million for the same period in 2010.
      • Diluted non-GAAP net income per adjusted ADS attributable to Ambow increased to $0.27 as compared to $0.25 for the same period in 2010.
      • Total student enrollments increased to 497,000.

      (1) 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$1.0 to RMB6.4635, representing the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board on June 30, 2011. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

      (2) EBITDA being a Non-GAAP measurement is net income attributable to Ambow excluding net interest expense, income tax expenses, depreciation and amortization.

      (3) Net income, being net income attributable to Ambow.

      (4) Diluted Net income per adjusted ADS attributable to Ambow is computed by dividing net income 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.



      Commenting on the second quarter results, Ambow's President and Chief Executive Officer Dr. Jin Huang said, "I am pleased with Ambow's performance this quarter as we continue to successfully execute our strategy to sustain strong growth and profitability in our growth layer. We will continue to focus on growing our Tutoring and Career Enhancement services organically and satisfying the immense demand for these services through our diversified offerings. Turning to acquisitions, we are going to continue our disciplined strategy to expand Ambow's footprint and offerings throughout China. We completed one acquisition during the quarter and we are in the process of closing another. We expect our acquisition will contribute less than 10% of our annual revenue."

      Dr. Huang continued, "Looking at our growth layer, we are pleased to report a 41.5% combined year-over-year revenue growth rate in the first half of 2011, with much of this increase driven by organic revenue growth in Career Enhancement. During the second quarter, we maintained our market leadership position in Career Enhancement, experiencing strong revenue and enrollment growth for consecutive quarters. We continue to experience growth in the demand for our broad range of Career Enhancement products and services, which are tailor made to improve an individual's competitive edge in the job market. In addition, we announced new joint cooperation agreements with Cisco, Apple and Microsoft."

      "I also want to mention a notable accomplishment during the quarter. Two of our Changsha K-12 School students, one Science and one Fine Arts major, received the highest scores on the Chinese National University Entrance Exam in Hunan Province. As part of our strategic plan, we have been developing international programs in two of our K-12 schools since 2008. We are excited to report that we have achieved excellent academic results in these programs, with over 40% of our first-year international program graduates admitted to top 100 global universities. These are exceptional achievements, especially for private K-12 Schools, and a true reflection of our commitment to improving teaching quality," Dr. Huang concluded.

      Ambow's Chief Financial Officer Paul Chow added, "Turning to our business segments, I am very pleased that our growth layer achieved 24% organic growth this quarter and 28.8% organic growth for the first half of 2011. In the second quarter of 2011, we made progress in increasing our operating efficiency and improved our operating margins by 1.4% and our EBITDA margin by 0.3%, primarily as a result of better economies of scale related to general and administrative expenses.

      "During the quarter, we accelerated our investment in our Tutoring segment by adding 12 new learning centers, which supports our goal to open 30 centers by the end of 2011. The majority of our new learning centers have been concentrated in cities where we plan to establish a market leadership position. We expect to see revenue contribution from these new centers as they ramp up over the coming quarters. At of end of the second quarter, we had 121 Tutoring learning centers, 25 Career Enhancement centers and one campus across 18 provinces, covering 25 cities. We will open one more campus in Dalian in the third quarter," concluded Mr. Chow.

      Financial Results for the Second Quarter of 2011:

      Net Revenues

      Total net revenues for the second quarter of 2011 were $77.8 million, increasing 26.1% year-over-year from $61.7 million for the same period in 2010.

      Better Schools

      Tutoring revenue increased 20.3% to $33.7 million from $28.0 million in the same period in 2010. The Company noted the revenue growth in Tutoring was a result of balanced 11.9% growth in enrollment and 7.5% growth in Average Selling Price ("ASP").

      K-12 Schools revenue increased 5.5% to $12.2 million from $11.5 million in the same period in 2010.

      Total student enrollments in Better Schools for the second quarter of 2011 was approximately 262,000, with 239,000 in Tutoring and 23,000 in K-12 Schools.

      Better Jobs

      Career Enhancement revenue accounted for $20.8 million of total net revenues for the second quarter of 2011, compared to $11.0 million for the same period in 2010. The Company noted Career Enhancement revenue grew a record 90.0% year-over-year, with an impressive 82.3% growth in enrollments and a 4.2% increase in ASP. The growth in enrollments was driven by the expansion of entry-level products and services. The Company also expanded its advanced level products and services to enlarge its market coverage and improve its market leadership position.

      Colleges accounted for $11.1 million of total net revenues for the second quarter of 2011, remaining flat compared to the same period in 2010.

      Total student enrollments in Better Jobs for the second quarter of 2011 was approximately 36,000, with 24,000 in Career Enhancement and over 12,000 in Colleges.

      Gross Profit and Gross Margin

      Overall gross profit increased 27.1% to $47.4 million for the second quarter of 2011, compared to $37.3 million for the same period in 2010. Gross margin was 60.9% for the second quarter of 2011 compared to 60.4% for the same period in 2010. The Company noted that the improvement was primarily attributable to a larger portion of revenue contributed by Career Enhancement which has the highest gross margin.

      Operating Expenses

      Operating expenses, which include selling and marketing, general and administrative and research and development expenses, were $26.9 million for the second quarter of 2011, increasing 22.8% year-over-year from $21.9 million for the same period in 2010. Operating expenses as a percentage of total net revenues were 34.6% for the second quarter of 2011, compared to 35.6% for the same period in 2010. The Company noted that the decrease in operating expenses as a percentage of total revenue was mainly due to decreased general and administrative expenses associated with improved economies of scale.

      Income Tax Expenses

      Income tax expenses were $2.5 million for the second quarter of 2011, compared to income tax expenses of $1.3 million for the same period in 2010.

      Net Income and EBITDA

      Net income was $16.7 million for the second quarter of 2011, increasing 22.2% year-over-year from $13.6 million for the same period in 2010.

      Non-GAAP net income(5) was $17.9 million for the second quarter of 2011, increasing 18.2% year-over-year from $15.1 million for the same period in 2010.

      Basic and diluted non-GAAP net income per adjusted ADS(6) attributable to Ambow was $0.25 and $0.24, respectively, compared to $0.24 and $0.22, respectively, for the same period in 2010.

      EBITDA was $25.2 million for the second quarter of 2011, increasing 27.3% year-over-year, compared to $19.8 million for the same period in 2010. EBITDA margin was 32.4%, compared to 32.1% for the same period in 2010.

      (5) Non-GAAP net income, being net income attributable to Ambow excluding share-based compensation expenses incurred for the respective periods.

      (6) Each ADS represents two ordinary shares.



      Balance Sheet

      Cash and cash equivalents, restricted cash and term deposits as of June 30, 2011 were $85.6 million, compared to $127.0 million as of March 31, 2011. This change is primarily due to seasonality, capital expenditures and acquisition related costs made during the quarter.

      The Company's deferred revenue balances as of June 30, 2011 and June 30, 2010 were $49.7 million and $39.4 million, respectively.

      Financial Results for the Six Months Ended June 30, 2011:

      Net Revenues

      Total net revenues for the six months ended June 30, 2011 were $130.0 million, increasing 27.5% year-over-year from $102.0 million for the same period in 2010.

      Better Schools

      Tutoring accounted for $59.3 million of total net revenues for the six months ended June 30, 2011, compared to $48.6 million for the same period in 2010. The Company noted the revenue growth in Tutoring was a result of balanced 12.0% growth in enrollments and 9.0% growth in Average Selling Price ("ASP").

      K-12 Schools accounted for $20.5 million of total net revenues for the six months ended June 30, 2011, compared to $19.4 million for the same period in 2010.

      Total student enrollments in Better Schools during the six months ended June 30, 2011 was approximately 443,000, with 420,000 in Tutoring and 23,000 in K-12 Schools.

      Better Jobs

      Career Enhancement accounted for $32.8 million of total net revenues for the six months ended June 30, 2011, compared to $16.5 million for the same period in 2010. The Company noted Career Enhancement revenue grew a record 98.8% year-over-year, with an impressive 93.1% growth in enrollment and a 3.0% increase in ASP. The growth in enrollment was driven by the expansion of the Company's entry-level products and services. Ambo also expanded its advanced level products and services to enlarge its market coverage and improve its market leadership position.

      Colleges accounted for $17.4 million of total net revenues for the six months ended June 30, 2011, compared to $17.5 million for the same period in 2010.

      Total student enrollments in Better Jobs during the six months ended June 30, 2011 was approximately 54,000, with 42,000 in Career Enhancement and over 12,000 in Colleges.

      Gross Profit and Gross Margin

      Gross profit increased 28.1% to $74.1 million for the six months ended June 30, 2011, compared to $57.9 million for the same period in 2010. Gross margin was 57.0% for the six months ended June 30, 2011, compared to 56.8% for the same period in 2010. The Company noted that the improvement was primarily attributable to a larger portion of revenue contributed by Career Enhancement which has the highest margin.

      Operating Expenses

      Operating expenses, which include selling and marketing, general and administrative and research and development expenses, were $50.8 million for the six months ended June 30, 2011, increasing 24.0% year-over-year from $41.0 million for the same period in 2010. Operating expenses as a percentage of total net revenues were 39.1% for the six months ended June 30, 2011, compared to 40.2% for the same period in 2010. The Company noted that the decreased operating expense as a percentage of total revenue was mainly due to decreased general and administrative expenses associated with improved economies of scale.

      Income Tax Expenses

      Income tax expenses were $2.7 million for the six months ended June 30, 2011, compared to income tax expenses of $1.9 million for the same period in 2010.

      Net Income and EBITDA

      Net income was $18.2 million for the six months ended June 30, 2011, increasing 27.7% year-over-year from $14.2 million for the same period in 2010.

      Non-GAAP net income was $20.4 million for the six months ended June 30, 2011, increasing 23.1% year-over-year from $16.6 million for the same period in 2010.

      Basic and diluted non-GAAP net income per adjusted ADS attributable to Ambow was $0.29 and $0.27, respectively, compared to $0.26 and $0.25, respectively, for the same period in 2010.

      EBITDA was $32.9 million for the six months ended June 30, 2011, increasing 28.0% year-over-year, compared to $25.7 million for the same period in 2010. EBITDA margin was 25.3%, compared to 25.2% for the same period in 2010.

      Financial Outlook for the Third Quarter and Full-Year 2011

      The Company expects total net revenues in the third quarter of 2011 to be in the range of $64 million (Rmb415 million) to $67 million (Rmb430 million).

      The Company expects net revenue for 2011 full-year to be in the estimated range of $276 million (Rmb1,785 million) to $280 million (Rmb1,810 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 a.m. U.S. Eastern Time on August 25, 2011 (8:00 p.m. Beijing/Hong Kong Time on August 25, 2011).

      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 third quarter and full year of 2011 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 annual report on Form 20-F filed on April 14, 2011. 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 expenses, (ii) Non-GAAP net income, (iii) Non-GAAP net income attributable to Ambow per ADS basic and diluted and (iv) Adjusted EBITDA. 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.

      For investor and media inquiries please contact:

      Ms. Cherry Pu

      Vice President, Global Alliances and Investor Relations

      Ambow Education Holding Ltd.

      Tel: +86-10-6206-8008

      Email: [email protected]


      Mr. Jeffrey Goldberger

      KCSA Strategic Communications

      Tel: +1-212-896-1249

      Email: [email protected]


      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
      June 30,


      As of March 31,


      As of
      June 30,


      As of March 31,


      2011


      2011


      2011


      2011


       USD


       USD


      RMB


      RMB

      ASSETS








      Current assets:








      Cash and cash equivalents

      81,187


      122,365


      524,751


      790,907

      Restricted cash

      8


      8


      50


      50

      Term deposits

      4,440


      4,595


      28,700


      29,700

      Accounts receivable, net

      14,578


      8,560


      94,226


      55,326

      Amounts due from related parties

      30,296


      25,524


      195,820


      164,974

      Deferred tax assets, current

      1,922


      1,631


      12,421


      10,540

      Prepaid and other current assets

      81,187


      68,807


      524,744


      444,734

      TOTAL CURRENT ASSETS

      213,618


      231,490


      1,380,712


      1,496,231

      Property and equipment, net

      119,188


      104,627


      770,372


      676,259

      Land use rights, net

      41,401


      41,661


      267,598


      269,279

      Intangible assets, net

      95,903


      94,303


      619,868


      609,529

      Goodwill

      195,202


      191,309


      1,261,686


      1,236,528

      Deferred tax assets, non-current

      852


      874


      5,507


      5,646

      Amounts due from related parties

      3,487


      3,495


      22,541


      22,593

      Other non-current assets

      28,960


      23,428


      187,185


      151,425

      TOTAL NON-CURRENT ASSETS

      484,993


      459,697


      3,134,757


      2,971,259

      TOTAL ASSETS

      698,611


      691,187


      4,515,469


      4,467,490









      LIABILITIES AND SHAREHOLDERS’ EQUITY








      Current liabilities:








      Short-term borrowings

      19,041


      21,361


      123,070


      138,070

      Current portion of Long-term borrowings

      7,890


      9,438


      51,000


      61,000

      Deferred revenue

      49,654


      73,906


      320,940


      477,692

      Accounts payable

      9,157


      5,121


      59,188


      33,100

      Accrued expenses and other current liabilities

      67,124


      62,999


      433,859


      407,190

      Income tax payable

      17,292


      14,834


      111,766


      95,882

      Amount due to related parties

      5,759


      2,432


      37,225


      15,720

      TOTAL CURRENT LIABILITIES

      175,917


      190,091


      1,137,048


      1,228,654

      Deferred tax liabilities, non-current

      27,222


      26,654


      175,951


      172,280

      Long-term borrowings

      9,902


      8,355


      64,000


      54,000

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

      44,622


      41,910


      288,412


      270,888

      TOTAL NON-CURRENT LIABILITIES

      81,746


      76,919


      528,363


      497,168

      TOTAL LIABILITIES

      257,663


      267,010


      1,665,411


      1,725,822









      SHAREHOLDERS’ EQUITY

      431,970


      415,706


      2,792,038


      2,686,913

      TOTAL AMBOW EDUCATION HOLDING LTD’S EQUITY

      431,970


      415,706


      2,792,038


      2,686,913

      Non-controlling interest

      8,978


      8,471


      58,020


      54,755

      TOTAL SHAREHOLDER’S EQUITY

      440,948


      424,177


      2,850,058


      2,741,668

      TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

      698,611


      691,187


      4,515,469


      4,467,490




      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 June 30,  2011


      2011


      2010


      2011


      2010


      USD


      USD


      RMB


      RMB

      Better Schools








      Tutoring

      33,712


      28,030


      217,895


      181,172

      K-12 Schools

      12,142


      11,510


      78,477


      74,396

      Better Job








      Career Enhancement

      20,813


      10,954


      134,524


      70,802

      Colleges

      11,118


      11,185


      71,865


      72,294

      NET REVENUES

      77,785


      61,679


      502,761


      398,664

      Cost of revenues

      (30,404)


      (24,409)


      (196,517)


      (157,762)

      GROSS PROFIT

      47,381


      37,270


      306,244


      240,902

      Operating expenses:








      Selling and marketing

      (12,970)


      (10,025)


      (83,829)


      (64,802)

      General and administrative

      (12,731)


      (10,796)


      (82,286)


      (69,785)

      Research and development

      (1,245)


      (1,120)


      (8,049)


      (7,236)

      TOTAL OPERATING EXPENSES

      (26,946)


      (21,941)


      (174,164)


      (141,823)

      OPERATING INCOME

      20,435


      15,329


      132,080


      99,079









      OTHER EXPENSE








      Interest expense, net

      (880)


      (427)


      (5,687)


      (2,759)

      Foreign exchange loss, net

      (266)


      (93)


      (1,720)


      (602)

      Other income, net

      70


      212


      451


      1,371

      INCOME BEFORE TAX AND NON-CONTROLLING INTEREST

      19,359


      15,021


      125,124


      97,089

      Income tax expenses

      (2,479)


      (1,319)


      (16,021)


      (8,529)

      NET INCOME

      16,880


      13,702


      109,103


      88,560

      Add: Net income attributable to non-controlling interest

      (227)


      (78)


      (1,465)


      (501)

      NET INCOME ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD

      16,653


      13,624


      107,638


      88,059










      Preferred shares redemption value accretion

      -


      (11,055)


      -


      (71,457)

      Allocation of net income to participating preferred sharesholders

      -


      (3,607)


      -


      (23,313)

      NET INCOME/(LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

      16,653


      (1,038)


      107,638


      (6,711)









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








      Basic

      0.23


      (0.04)


      1.51


      (0.29)

      Diluted

      0.22


      (0.04)


      1.43


      (0.29)









      Weighted average number of ADS(note 1)








      Basic

      71,328,089


      23,110,616


      71,328,089


      23,110,616

      Diluted

      75,141,920


      23,110,616


      75,141,920


      23,110,616









      Supplementary Information:








      Share-based compensation expense included in:








      Selling and marketing

      283


      301


      1,826


      1,945

      General and administrative

      897


      1,141


      5,799


      7,373

      Research and development

      31


      43


      204


      280










      Note1: 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 June 30, 2011



      2011


      2010


      2011


      2010



      USD


      USD


      RMB


      RMB


      Operating expenses

      26,946


      21,942


      174,164


      141,823


      Share-based compensation expenses

      1,211


      1,485


      7,829


      9,598

      (i)

      Non-GAAP operating expenses

      25,735


      20,457


      166,335


      132,225











      Net income attributable to Ambow

      16,653


      13,624


      107,638


      88,059


      Share-based compensation expenses

      1,211


      1,485


      7,829


      9,598

      (ii)

      Non-GAAP net income

      17,864


      15,109


      115,467


      97,657











      Net income margin

      21.4%


      22.1%


      21.4%


      22.1%


      Non-GAAP net income margin

      23.0%


      24.5%


      23.0%


      24.5%











      Net income per adjusted ADS attributable to Ordinary Shareholders - Basic

      0.23


      (0.04)


      1.51


      (0.29)


      Net income per adjusted ADS attributable to Ordinary Shareholders - Diluted

      0.22


      (0.04)


      1.43


      (0.29)











      Net income per adjusted ADS attributable to Ambow - Basic

      0.23


      0.21


      1.51


      1.39


      Net income per adjusted ADS attributable to Ambow – Diluted  (note3)

      0.22


      0.20


      1.43


      1.30











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

      0.25


      0.24


      1.62


      1.54

      (iii)

      Non-GAAP net income per adjusted ADS attributable to Ambow – Diluted

      0.24


      0.22


      1.54


      1.44











      Adjusted weighted average number of ADS used in calculating net income and non GAAP net income attributable to Ambow per ADS - basic

      71,328,089


      63,488,392


      71,328,089


      63,488,392


      Adjusted weighted average number of ADS used in calculating net income and non GAAP net income attributable to Ambow per ADS - diluted

      75,141,920


      67,642,330


      75,141,920


      67,642,330




















      EBITDA (note1)

      25,187


      19,780


      162,794


      127,847


      Share-based compensation expenses

      1,211


      1,485


      7,829


      9,598

      (iv)

      Adjusted EBITDA (note2)

      26,398


      21,265


      170,623


      137,445











      EBITDA margin

      32.4%


      32.1%


      32.4%


      32.1%


      Adjusted EBITDA margin

      33.9%


      34.5%


      33.9%


      34.5%





      Note1: EBITDA, a non-GAAP measure, being net income attributable to Ambow excluding interest expense, income tax expenses, depreciation and amortization. The depreciation and amortization in the second quarter of 2011 and 2010 were RMB 33,448 and RMB 28,500, respectively.


      Note2:  Adjusted EBITDA being EBITDA excluding share based compensation.


      Note3: Net income per adjusted ADS attributable to Ambow - diluted is computed by dividing net income 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.



      AMBOW EDUCATION HOLDING LTD

      UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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











      For the six monthes ended June 30,


      2011


      2010


      2011


      2010


      USD


      USD


      RMB


      RMB

      Better Schools








      Tutoring

      59,297


      48,557


      383,269


      313,850

      K-12 Schools

      20,516


      19,361


      132,606


      125,139

      Better Job








      Career Enhancement

      32,776


      16,487


      211,845


      106,566

      Colleges

      17,370


      17,545


      112,273


      113,397

      NET REVENUES

      129,959


      101,950


      839,993


      658,952

      Cost of revenues

      (55,841)


      (44,083)


      (360,932)


      (284,927)

      GROSS PROFIT

      74,118


      57,867


      479,061


      374,025

      Operating expenses:








      Selling and marketing

      (22,220)


      (18,025)


      (143,622)


      (116,505)

      General and administrative

      (26,171)


      (21,065)


      (169,153)


      (136,152)

      Research and development

      (2,451)


      (1,925)


      (15,840)


      (12,443)

      TOTAL OPERATING EXPENSES

      (50,842)


      (41,015)


      (328,615)


      (265,100)

      OPERATING INCOME

      23,276


      16,852


      150,446


      108,925









      OTHER EXPENSE








      Interest expense, net

      (1,739)


      (922)


      (11,239)


      (5,958)

      Foreign exchange losses, net

      (536)


      (99)


      (3,462)


      (638)

      Other income (expense), net

      (125)


      228


      (811)


      1,469

      INCOME BEFORE TAX AND NON-CONTROLLING INTEREST

      20,876


      16,059


      134,934


      103,798

      Income tax expense

      (2,718)


      (1,897)


      (17,568)


      (12,262)

      NET INCOME

      18,158


      14,162


      117,366


      91,536

      Add: Net loss attributable to non-controlling interest

      4


      62


      27


      400

      NET INCOME ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD

      18,162


      14,224


      117,393


      91,936










      Preferred shares redemption value accretion

      -


      (22,958)


      -


      (148,389)

      Allocation of net income to participating preferred sharesholders

      -


      (7,176)


      -


      (46,380)

      NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

      18,162


      (15,910)


      117,393


      (102,833)









      Net income (loss)  per ADS attributable to ordinary shareholders








      Basic

      0.25


      (0.69)


      1.65


      (4.45)

      Diluted

      0.24


      (0.69)


      1.56


      (4.45)









      Weighted average number of ADS (note1)








      Basic

      71,305,913


      23,110,616


      71,305,913


      23,110,616

      Diluted

      75,305,236


      23,110,616


      75,305,236


      23,110,616









      Supplementary Information:








      Share-based compensation expense included in:








      Selling and marketing

      559


      525


      3,614


      3,395

      General and administrative

      1,619


      1,765


      10,466


      11,408

      Research and development

      66


      69


      425


      445










      Note1: 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 six months ended June 30,



      2011


      2010


      2011


      2010



      USD


      USD


      RMB


      RMB


      Operating expenses

      50,842


      41,015


      328,615


      265,100


      Share-based compensation expenses

      2,244


      2,359


      14,505


      15,248

      (i)

      Non-GAAP operating expenses

      48,598


      38,656


      314,110


      249,852











      Net income attributable to Ambow

      18,162


      14,224


      117,393


      91,936


      Share-based compensation expenses

      2,244


      2,359


      14,505


      15,248

      (ii)

      Non-GAAP net income

      20,406


      16,583


      131,898


      107,184











      Net income margin

      14.0%


      14.0%


      14.0%


      14.0%


      Non-GAAP net income margin

      15.7%


      16.3%


      15.7%


      16.3%











      Net income per adjusted ADS attributable to Ordinary Shareholders - Basic

      0.25


      (0.69)


      1.65


      (4.45)


      Net income per adjusted ADS attributable to Ordinary Shareholders - Diluted

      0.24


      (0.69)


      1.56


      (4.45)











      Net income per adjusted ADS attributable to Ambow - Basic

      0.25


      0.22


      1.65


      1.45


      Net income per adjusted ADS attributable to Ambow – Diluted  (note3)

      0.24


      0.21


      1.56


      1.36











      Non-GAAP Net income per adjusted ADS attributable to Ambow - Basic

      0.29


      0.26


      1.85


      1.69

      (iii)

      Non-GAAP Net income per adjusted ADS attributable to Ambow – Diluted  

      0.27


      0.25


      1.75


      1.59











      Adjusted weighted average number of ADS used in calculating net income and non GAAP net income attributable to Ambow per ADS - basic

      71,305,913


      63,488,392


      71,305,913


      63,488,392


      Adjusted weighted average number of ADS used in calculating net income and non GAAP net income attributable to Ambow per ADS - diluted

      75,305,236


      67,535,940


      75,305,236


      67,535,940




















      EBITDA (note1)

      32,875


      25,677


      212,490


      165,962


      Share-based compensation expenses

      2,244


      2,359


      14,505


      15,248

      (iv)

      Adjusted EBITDA (note2)

      35,119


      28,036


      226,995


      181,210











      EBITDA margin

      25.3%


      25.2%


      25.3%


      25.2%


      Adjusted EBITDA margin

      27.0%


      27.5%


      27.0%


      27.5%










      Note1: EBITDA, a non-GAAP measure, being net income attributable to Ambow excluding interest expense, income tax expenses, depreciation and amortization. The depreciation and amortization for the first six months of 2011 and 2010 were RMB 66,290 and RMB 55,806, respectively.


      Note2:  Adjusted EBITDA being EBITDA excluding share based compensation.


      Note3: Net income per adjusted ADS attributable to Ambow - diluted is computed by dividing net income 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.



      SOURCE Ambow Education Holding Ltd.

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