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      Ambow Education Announces Third Quarter 2011 Unaudited Financial Results

      Strong quarterly net revenue increase of 42.6% year-over-year

      Expanding Tutoring revenue increase of 32.7% year-over-year

      Record Career Enhancement revenue increase of 88.7% year-over-year


      News provided by

      Ambow Education Holding Ltd.

      Nov 14, 2011, 05:00 ET

      Share this article

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      BEIJING, Nov. 14, 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 third quarter of 2011.

      Financial Highlights for the Third Quarter Ended September 30, 2011:

      • Total net revenue increased 42.6% to $72.8 million(1) from $51.1 million for the same period in 2010 and organic growth increased 25.0% year-over-year.
        • Tutoring revenue increased 32.7% to $33.9 million from $25.5 million for the same period in 2010.
        • Career Enhancement revenue increased 88.7% to $23.0 million from $12.2 million for the same period in 2010.
        • The growth layer, which consists of Tutoring and Career Enhancement, achieved 50.8% year-over-year revenue growth, of which organic growth was 26.9%.
      • Non-GAAP operating income(2) increased to $10.3 million from $8.1 million for the same period in 2010.
      • Non-GAAP net income(3) increased to $7.3 million from $6.6 million for the same period in 2010.
      • Diluted non-GAAP net income per adjusted ADS attributable to Ambow(4) increased to $0.097 as compared to $0.091 for the same period in 2010.
      • Total student enrollments increased to 301,000 from 246,000 for the same period in 2010.  
        • The growth layer's student enrollments increased 26.6% to 267,000 from 211,000 for the same period in 2010.

      Financial Highlights for the Nine Months Ended September 30, 2011:

      • Total net revenue increased 32.5% to $204.5 million from $154.4 million for the same period in 2010 and organic growth increased 23.1% year-over-year.
        • Tutoring revenue increased 25.7% to $94.0 million from $74.7 million for the same period in 2010.
        • Career Enhancement revenue increased 94.5% to $56.2 million from $28.9 million for the same period in 2010.
        • The growth layer, which consists of Tutoring and Career Enhancement, achieved 44.9% year-over-year revenue growth, of which organic growth was 31.1%.
      • Non-GAAP operating income increased to $36.1 million from $27.5 million for the same period in 2010.
      • Non-GAAP net income increased to $28.0 million from $23.4 million for the same period in 2010.
      • Diluted non-GAAP net income per adjusted ADS attributable to Ambow increased to $0.372 as compared to $0.338 for the same period in 2010.
      • The growth layer's student enrollments increased 20.0% to 729,000 from 608,000 for the same period in 2010.  

      Commenting on the third 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 top-line growth and improve operating profit. We remain focused on growing our Tutoring and Career Enhancement services organically and satisfying the immense demand for these services through our diversified offerings. "

      Dr. Huang continued, "The initial results of our tutoring center expansion strategy are satisfying: we added 13 new tutoring centers in the third quarter and are on the way to exceeding our full-year goals. In addition, growth in Tutoring enrollments is reaccelerating and increased by 17.6% this quarter. Turning to Career Enhancement, we continue to experience strong demand for our signature programs, which combine updated hard-skill, soft-skill and project-based training. Direct enrollments from universities have grown explosively and now contribute over 55% of Career Enhancement enrollments. This is in part due to our CCEP program, launched in March this year, which has already attracted more than 17,000 students. In addition to our traditional individual-paid and IT focused programs, we have, with the acquisition of Genesis Education in the second quarter, expanded our reach to include corporate training and soft-skill training. Our strong organic growth resulted in a 50.8% year-over-year revenue increase in our growth layer. We expect student enrollments in Tutoring and Career Enhancement to exceed one million in 2011. "

      "During the quarter we also closed our last acquisition of the year. Due to our strong organic growth, we expect that acquisitions will contribute to less than 10% of our annual revenue in 2011." Dr. Huang concluded.

      Ambow's Chief Financial Officer, Paul Chow, added, "In the third quarter, the Growth Layer which consists of Tutoring and Career Enhancement, achieved approximately 27% year-over-year organic growth."

      "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 27.1% year-over-year non-GAAP operating income growth.  Non-GAAP G&A expense(5) as a percentage of sales decreased to 17.9% in the third quarter from 19.8% for the same period of 2010.  This decrease is a direct result of our efforts to improve the efficiency and scalability of our business. Though we are still in the early stages of our expansion, it is our goal to maintain sustainable growth in both the top and bottom lines," concluded Mr. Chow.

      Financial Results for the Third Quarter of 2011:

      Net Revenues

      Total net revenues for the third quarter of 2011 were $72.8 million, increasing 42.6% year-over-year from $51.1 million for the same period in 2010.

      Better Schools

      Tutoring revenue increased 32.7% to $33.9 million from $25.5 million for the same period in 2010. The Company noted that the revenue growth in Tutoring was primarily a result of 17.6% growth in enrollments and 12.9% growth in Average Selling Price ("ASP").

      K-12 Schools revenue increased 1.0% to $7.9 million from $7.8 million for the same period in 2010.  During the quarter, enrollments decreased 7.8% while ASP increased 6%. The drop in enrollments was because we reverted the operating right for the Junior High portion of Zhenjiang Foreign Language School back to the original owner at the beginning of the third quarter. This is in line with Ambow's strategy to focus on the International High School Program, which the Company developed internally at the Zhenjiang school over the last three years. This shift will give Ambow more discretionary power over quality control, teacher management, pricing and other operations in the future.

      No revenue was recognized from the Junior High business during the third quarter, and its revenue contribution over the last academic year through the second quarter of 2011 was a total of $3.38 million. The Company anticipated $0.24 million revenue from the Junior High business in the third quarter. It does not expect this adjustment to have any impact on operating profits in the future.

      Total student enrollments in Better Schools for the third quarter of 2011 were approximately 252,000, with 231,000 in Tutoring and 21,000 in K-12 Schools.

      Better Jobs

      Career Enhancement revenue increased 88.7% to $23.0 million in the third quarter of 2011, compared to $12.2 million for the same period in 2010. The Company noted that the revenue growth in Career Enhancement was the result of an impressive 147.1% enrollments growth and 23.6% decrease in ASP.

      Colleges revenue increased 45.7% to $8.1 million from $5.6 million for the same period in 2010, with $2.5 million attributable to the recognition of certain contributions from students, following the fulfillment of the related conditions.  Such revenue did not arise in 2010 but will recur in future years in a similar pattern.

      Total student enrollments in Better Jobs for the third quarter of 2011 were approximately 49,000, with 37,000 in Career Enhancement and over 12,000 in Colleges.

      Gross Profit and Gross Margin

      Overall gross profit increased 40.6% to $41.0 million for the third quarter of 2011, compared to $29.2 million for the same period in 2010. Gross margin was 56.3% for the third quarter of 2011 compared to 57.1% for the same period in 2010. The slight decrease in gross margin was due to tutoring center expansion costs and the return of Career Enhancement's gross margin to normal levels.

      Operating Expenses and Income

      Operating expenses, which include selling and marketing, general and administrative and research and development expenses, were $32.3 million for the third quarter of 2011, increasing 43.6% year-over-year from $22.5 million for the same period in 2010. Operating expenses as a percentage of total net revenues were 44.3% for the third quarter of 2011, compared to 44.0% for the same period in 2010. Non-GAAP operating income increased to $10.3 million from $8.1 million for the same period in 2010.

      Income Tax Expenses

      Income tax expenses were $1.4 million for the third quarter of 2011, compared to income tax expenses of $1.1 million for the same period in 2010.  

      Net Income and Adjusted EPS

      Net income was $5.8 million for the third quarter of 2011, increasing 9.9% year-over-year from $5.3 million for the same period in 2010.

      Non-GAAP net income was $7.3 million for the third quarter of 2011, increasing 10.0% year-over-year from $6.6 million for the same period in 2010.

      Basic and diluted non-GAAP net income per adjusted ADS(6) attributable to Ambow was $0.102 and $0.097, respectively, compared to $0.097 and $0.091, respectively, for the same period in 2010.

      Balance Sheet  

      Cash and cash equivalents, restricted cash and term deposits as of September 30, 2011 were $93.8 million, compared to $86.8 million as of June 30, 2011.  

      The Company's deferred revenue balances as of September 30, 2011 and September 30, 2010 were $99.1 million and $91.2 million, respectively. Included in the 2011 balance was $48.4 million of deferred revenue from the Company's growth layer, which increased by 43.9% year-over-year.

      Financial Results for the Nine Months Ended September 30, 2011:

      Net Revenues

      Total net revenues for the nine months ended September 30, 2011 were $204.5 million, increasing 32.5% year-over-year from $154.4 million for the same period in 2010.

      Better Schools

      Tutoring revenue increased 25.7% to $94.0 million from $74.7 million for the same period in 2010. The Company noted that the revenue growth in Tutoring was a result of 13.9% growth in enrollments and 10.4% growth in ASP.

      K-12 Schools revenue increased 4.5% to $28.7 million from $27.4 million for the same period in 2010.

      Better Jobs

      Career Enhancement revenue accounted for $56.2 million of total net revenues for the nine months ended September 30, 2011, compared to $28.9 million for the same period in 2010. The Company noted that Career Enhancement achieved record revenue growth of 94.5% year-over-year, with 114.9% growth in enrollments and 9.5% decrease in ASP.

      Colleges achieved 10.1% growth year-over-year and accounted for $25.7 million of total net revenues for the nine months ended September 30, 2011, compared to $23.3 million for the same period in 2010, with $2.5 million attributable to the recognition of certain contributions from students, following the fulfillment of the related conditions.  Such revenue did not arise in 2010 but will recur in future years in a similar pattern.

      Gross Profit and Gross Margin

      Overall gross profit increased 32.2% to $116.1 million for the nine months ended September 30, 2011, compared to $87.8 million for the same period in 2010. Gross margin was 56.8% for the nine months ended September 30, 2011 compared to 56.9% for the same period in 2010.

      Operating Expenses and Income

      Operating expenses, which include selling and marketing, general and administrative and research and development expenses, were $83.8 million for the nine months ended September 30, 2011, increasing 30.9% year-over-year from $64.0 million for the same period in 2010. Operating expenses as a percentage of total net revenues were 41.0% for the nine months ended September 30, 2011, compared to 41.5% for the same period in 2010. Non-GAAP operating income increased to $36.1 million from $27.5 million for the same period in 2010.

      Income Tax Expenses

      Income tax expenses were $4.2 million for the nine months ended September 30, 2011, compared to income tax expenses of $3.0 million for the same period in 2010.  

      Net Income and Adjusted EPS

      Net income was $24.2 million for the nine months ended September 30, 2011, increasing 23.0% year-over-year from $19.7 million for the same period in 2010.

      Non-GAAP net income was $28.0 million for the nine months ended September 30, 2011, increasing 19.4% year-over-year from $23.4 million for the same period in 2010.

      Basic and diluted non-GAAP net income per adjusted ADS attributable to Ambow was $0.392 and $0.372, respectively, compared to $0.359 and $0.338, respectively, for the same period in 2010.

      Financial Outlook for the Fourth Quarter and Full-Year 2011

      The Company expects total net revenues in the fourth quarter of 2011 to be in the range of $81.5 million (Rmb520 million) to $83.0 million (Rmb530 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 November 15, 2011 (9:00 p.m. Beijing/Hong Kong Time on November 15, 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 fourth 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 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, (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.

      (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$1.0 to RMB6.3780, representing the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board on September 30, 2011. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

      (2) Non-GAAP operating income, being operation income attributable to Ambow excluding share-based compensation expenses incurred for the respective period.

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

      (4) Diluted non-GAAP net income per adjusted ADS attributed to Ambow is computed by dividing non-GAAP net income 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) Non-GAAP G&A expenses, being G&A expenses excluding share-based compensation expenses incurred for the respective period.

      (6) 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]

      Mr. Jeffrey Goldberger
      KCSA Strategic Communications
      Tel: +1-212-896-1249
      Email: [email protected]

      ***** Tables to Follow ****

      AMBOW EDUCATION HOLDING LTD

      UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

       

       

       

       

       

       

       

       

       

       

       

      As of
      September 30,

       

      As of
      June 30,

       

      As of
      September 30,

       

      As of
      June 30,

       

       

      2011

       

      2011

       

      2011

       

      2011

       

       

       USD

       

       USD


      RMB

       

      RMB

      ASSETS









      Current assets:









      Cash and cash equivalents

       

      90,344

       

      82,275


      576,214

       

      524,751

      Restricted cash

       

      243

       

      8


      1,550

       

      50

      Term deposits

       

      3,255

       

      4,500


      20,760

       

      28,700

      Accounts receivable, net

       

      33,294

       

      14,774


      212,348

       

      94,226

      Amounts due from related parties

       

      32,204

       

      30,702


      205,394

       

      195,820

      Deferred tax assets, current

       

      2,300

       

      1,947


      14,667

       

      12,421

      Prepaid and other current assets

       

      90,126

       

      82,274


      574,823

       

      524,744

      TOTAL CURRENT ASSETS

       

      251,766

       

      216,480


      1,605,756

       

      1,380,712

      Property and equipment, net

       

      128,185

       

      120,786


      817,563

       

      770,372

      Land use rights, net

       

      41,697

       

      41,956


      265,944

       

      267,598

      Intangible assets, net

       

      96,910

       

      97,188


      618,095

       

      619,868

      Goodwill

       

      206,876

       

      197,818


      1,319,452

       

      1,261,686

      Deferred tax assets, non-current

       

      1,075

       

      863


      6,857

       

      5,507

      Amounts due from related parties

       

      3,528

       

      3,534

       

      22,502

       

      22,541

      Other non-current assets

       

      26,860

       

      29,349


      171,314

       

      187,185

      TOTAL NON-CURRENT ASSETS

       

      505,131

       

      491,494

       

      3,221,727

       

      3,134,757

      TOTAL ASSETS

       

      756,897

       

      707,974


      4,827,483

       

      4,515,469










      LIABILITIES AND SHAREHOLDERS' EQUITY









      Current liabilities:









      Short-term borrowings

       

      18,512

       

      19,296


      118,070

       

      123,070

      Current portion of Long-term borrowings

       

      3,057

       

      7,996


      19,500

       

      51,000

      Deferred revenue

       

      99,097

       

      50,320


      632,041

       

      320,940

      Accounts payable

       

      7,714

       

      9,280


      49,201

       

      59,188

      Accrued expenses and other current liabilities

       

      66,533

       

      68,023


      424,331

       

      433,859

      Income tax payable

       

      19,318

       

      17,524


      123,211

       

      111,766

      Amount due to related parties

       

      6,395

       

      5,836


      40,788

       

      37,225

      TOTAL CURRENT LIABILITIES

       

      220,626

       

      178,275


      1,407,142

       

      1,137,048

      Deferred tax liabilities, non-current

       

      27,930

       

      27,587


      178,138

       

      175,951

      Long-term borrowings

       

      8,231

       

      10,034


      52,500

       

      64,000

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

       

      47,500

       

      45,220


      302,958

       

      288,412

      TOTAL NON-CURRENT LIABILITIES

       

      83,661

       

      82,841


      533,596

       

      528,363

      TOTAL LIABILITIES

       

      304,287

       

      261,116


      1,940,738

       

      1,665,411










      SHAREHOLDERS' EQUITY

       

      442,871

       

      437,761


      2,824,630

       

      2,792,038

      TOTAL AMBOW EDUCATION HOLDING LTD'S EQUITY

       

      442,871

       

      437,761


      2,824,630

       

      2,792,038

      Non-controlling interest

       

      9,739

       

      9,097


      62,115

       

      58,020

      TOTAL SHAREHOLDER'S EQUITY

       

      452,610

       

      446,858


      2,886,745

       

      2,850,058

      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY

       

      756,897

       

      707,974


      4,827,483

       

      4,515,469



      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 September 30,


      2011


      2010


      2011


      2010

       

      USD

       

      USD

       

      RMB

       

      RMB

      Better Schools

       

       

       

       

       

       

       

      Tutoring

      33,877

       

      25,532

       

      216,067

       

      162,843

      K-12 Schools

      7,876

       

      7,800

       

      50,233

       

      49,747

      Better Job

       

       

       

       

       

       

       

      Career Enhancement

      22,974

       

      12,175

       

      146,529

       

      77,652

      Colleges

      8,110

       

      5,567

       

      51,730

       

      35,506

      NET REVENUES

      72,837

       

      51,074

       

      464,559

       

      325,748

      Cost of revenues

      (31,828)

       

      (21,908)

       

      (203,001)

       

      (139,726)

      GROSS PROFIT

      41,009

       

      29,166

       

      261,558

       

      186,022

      Operating expenses:








      Selling and marketing

      (15,824)

       

      (10,372)

       

      (100,924)

       

      (66,158)

      General and administrative

      (14,250)

       

      (11,152)

       

      (90,889)

       

      (71,134)

      Research and development

      (2,198)

       

      (946)

       

      (14,018)

       

      (6,031)

      TOTAL OPERATING EXPENSES

      (32,272)

       

      (22,470)

       

      (205,831)

       

      (143,323)

      OPERATING INCOME

      8,737

       

      6,696

       

      55,727

       

      42,699

       

       

       

       

       

       

       

       

      OTHER EXPENSE








      Interest expense, net

      (995)

       

      (487)

       

      (6,348)

       

      (3,107)

      Foreign exchange loss, net

      (280)


      (235)


      (1,787)


      (1,496)

      Other expense, net

      62

       

      (56)

       

      394

       

      (354)

      INCOME BEFORE TAX AND NON-CONTROLLING INTEREST

      7,524


      5,918


      47,986


      37,742

      Income tax expenses

      (1,397)

       

      (1,068)

       

      (8,908)

       

      (6,820)

      NET INCOME

      6,127

       

      4,850

       

      39,078

       

      30,922

      Add: Net income attributable to non-controlling interest

      (360)


      400


      (2,295)


      2,549

      NET INCOME ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD

      5,767

       

      5,250

       

      36,783

       

      33,471










      Preferred shares redemption value accretion

      -


      8,495


      -


      54,180

      Allocation of net income to participating preferred shareholders

      -


      (1,435)


      -


      (9,154)

      NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

      5,767

       

      12,310

       

      36,783

       

      78,497


       


       


       


       

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








      Basic

      0.08


      0.23


      0.51


      1.50

      Diluted

      0.08

       

      0.07

       

      0.49

       

      0.46









      Weighted average number of ADS(Note 1)








      Basic

      71,560,179


      52,433,234


      71,560,179


      52,433,234

      Diluted

      75,068,903


      72,444,551


      75,068,903


      72,444,551









      Supplementary Information:








      Share-based compensation expense included in:








      Selling and marketing

      286


      304


      1,827


      1,937

      General and administrative

      1,198

       

      1,025

       

      7,640

       

      6,539

      Research and development

      33


      44


      207


      279










      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 September 30,

       

       

      2011

       

      2010


      2011

       

      2010

       

       

      USD

       

      USD


      RMB

       

      RMB

      Operating income

       

      8,737

       

      6,696


      55,727

       

      42,699

      Share-based compensation expenses

       

      1,517

       

      1,373


      9,674

       

      8,755

      Non-GAAP operating income

       

      10,254

       

      8,069


      65,401

       

      51,454










      Net income attributable to Ambow

       

      5,767

       

      5,250


      36,783

       

      33,471

      Share-based compensation expenses

       

      1,517

       

      1,373

       

      9,674

       

      8,755

      Non-GAAP net income

       

      7,284

       

      6,623

       

      46,457

       

      42,226










      Net income margin

       

      7.9%

       

      10.3%

       

      7.9%

       

      10.3%

      Non-GAAP net income margin

       

      10.0%

       

      13.0%

       

      10.0%

       

      13.0%










      Net income per adjusted ADS attributable to Ordinary Shareholders - Basic

       

      0.081

       

      0.235

       

      0.514

       

      1.497

      Net income per adjusted ADS attributable to Ordinary Shareholders - Diluted

       

      0.077

       

      0.072

       

      0.490

       

      0.462










      Net income per adjusted ADS attributable to Ambow - Basic

       

      0.081

       

      0.077

       

      0.514

       

      0.490

      Net income per adjusted ADS attributable to Ambow – Diluted  (Note 3)

       

      0.077

       

      0.072

       

      0.490

       

      0.462










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

       

      0.102

       

      0.097

       

      0.649

       

      0.618

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

       

      0.097

       

      0.091

       

      0.619

       

      0.583










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

       

      71,560,179

       

      68,348,705

       

      71,560,179

       

      68,348,705

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

       

      75,068,903

       

      72,462,360

       

      75,068,903

       

      72,462,360



















      EBITDA (Note 1)

       

      13,261

       

      11,205


      84,580

       

      71,466

      Share-based compensation expenses

       

      1,517

       

      1,373

       

      9,674

       

      8,755

      Adjusted EBITDA (Note 2)

       

      14,778

       

      12,578

       

      94,254

       

      80,221










      EBITDA margin

       

      18.2%

       

      21.9%

       

      18.2%

       

      21.9%

      Adjusted EBITDA margin

       

      20.3%

       

      24.6%

       

      20.3%

       

      24.6%


      Note 1:      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 third quarter of 2011 and 2010 were RMB 32,541 and RMB 28,068, respectively.

      Note 2:      Adjusted EBITDA being EBITDA excluding share based compensation.

      Note 3:      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 nine months ended September 30,

       

      2011

       

      2010

       

      2011

       

      2010

       

      USD

       

      USD

       

      RMB

       

      RMB

      Better Schools

       

       

       

       

       

       

       

      Tutoring

      93,969

       

      74,740

       

      599,336

       

      476,693

      K-12 Schools

      28,667

       

      27,420

       

      182,839

       

      174,886

      Better Job








      Career Enhancement

      56,189

       

      28,883

       

      358,374

       

      184,218

      Colleges

      25,714

       

      23,347

       

      164,003

       

      148,903

      NET REVENUES

      204,539

       

      154,390

       

      1,304,552

       

      984,700

      Cost of revenues

      (88,417)

       

      (66,582)

       

      (563,933)

       

      (424,653)

      GROSS PROFIT

      116,122

       

      87,808

       

      740,619

       

      560,047

      Operating expenses:








      Selling and marketing

      (38,342)

       

      (28,640)

       

      (244,546)

       

      (182,663)

      General and administrative

      (40,773)

       

      (32,500)

       

      (260,042)

       

      (207,286)

      Research and development

      (4,681)

       

      (2,897)

       

      (29,858)

       

      (18,474)

      TOTAL OPERATING EXPENSES

      (83,796)

       

      (64,037)

       

      (534,446)

       

      (408,423)

      OPERATING INCOME

      32,326

       

      23,771

       

      206,173

       

      151,624

       

       

       

       

       

       

       

       

      OTHER EXPENSE








      Interest expense, net

      (2,757)

       

      (1,421)

       

      (17,587)

       

      (9,065)

      Foreign exchange losses, net

      (823)

       

      (335)

       

      (5,249)

       

      (2,134)

      Other income (expense), net

      (65)

       

      176

       

      (417)

       

      1,115

      INCOME BEFORE TAX AND NON-CONTROLLING INTEREST

      28,681

       

      22,191

       

      182,920

       

      141,540

      Income tax expense

      (4,151)

       

      (2,992)

       

      (26,476)

       

      (19,082)

      NET INCOME

      24,530

       

      19,199

       

      156,444

       

      122,458

      Add: Net loss attributable to non-controlling interest

      (356)

       

      462

       

      (2,268)

       

      2,949

      NET INCOME ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD

      24,174

       

      19,661

       

      154,176

       

      125,407

       

       

       

       

       

       

       

       

       

      Preferred shares redemption value accretion

      -

       

      (14,771)

       

      -

       

      (94,209)

      Allocation of net income to participating preferred shareholders

      -

       

      (8,707)

       

      -

       

      (55,534)

      NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

      24,174

       

      (3,817)

       

      154,176

       

      (24,336)









      Net income (loss)  per ADS attributable to ordinary shareholders








      Basic

      0.34

       

      (0.12)

       

      2.16

       

      (0.74)

      Diluted

      0.32

       

      (0.12)

       

      2.05

       

      (0.74)









      Weighted average number of ADS (Note 1)








      Basic

      71,391,596

       

      32,992,231

       

      71,391,596

       

      32,992,231

      Diluted

      75,221,843

       

      32,992,231

       

      75,221,843

       

      32,992,231









      Supplementary Information:








      Share-based compensation expense included in:








      Selling and marketing

      853

       

      836

       

      5,441

       

      5,332

      General and administrative

      2,839

       

      2,814

       

      18,106

       

      17,947

      Research and development

      99

       

      113

       

      632

       

      724


      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 nine months ended September 30,                        

       


      2011

       

      2010

       

      2011

       

      2010

       


      USD

       

      USD

       

      RMB

       

      RMB

      Operating income


      32,326

       

      23,771

       

      206,173

       

      151,624

      Share-based compensation expenses


      3,791

       

      3,763

       

      24,179

       

      24,003

      Non-GAAP operating income


      36,117

       

      27,534

       

      230,352

       

      175,627










      Net income attributable to Ambow


      24,174

       

      19,661

       

      154,176

       

      125,407

      Share-based compensation expenses

       

      3,791

       

      3,763

       

      24,179

       

      24,003

      Non-GAAP net income

       

      27,965

       

      23,424

       

      178,355

       

      149,410

       

       

       

       

       

       

       

       

       

      Net income margin

       

      11.8%

       

      12.7%

       

      11.8%

       

      12.7%

      Non-GAAP net income margin

       

      13.7%

       

      15.2%

       

      13.7%

       

      15.2%










      Net income per adjusted ADS attributable to Ordinary Shareholders - Basic

       

      0.339

       

      (0.116)

       

      2.160

       

      (0.738)

      Net income per adjusted ADS attributable to Ordinary Shareholders - Diluted

       

      0.321

       

      (0.116)

       

      2.050

       

      (0.738)










      Net income per adjusted ADS attributable to Ambow - Basic

       

      0.339

       

      0.301

       

      2.160

       

      1.920

      Net income per adjusted ADS attributable to Ambow – Diluted  (Note 3)

       

      0.321

       

      0.283

       

      2.050

       

      1.808










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

       

      0.392

       

      0.359

       

      2.498

       

      2.287

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

       

      0.372

       

      0.338

       

      2.371

       

      2.154










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

       

      71,391,596

       

      65,321,950

       

      71,391,596

       

      65,321,950

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

       

      75,221,843

       

      69,364,627

       

      75,221,843

       

      69,364,627



















      EBITDA (Note 1)


      46,577

       

      37,226

       

      297,069

       

      237,426

      Share-based compensation expenses

       

      3,791

       

      3,763

       

      24,179

       

      24,003

      Adjusted EBITDA (Note 2)

       

      50,368

       

      40,989

       

      321,248

       

      261,429










      EBITDA margin

       

      22.8%

       

      24.1%

       

      22.8%

       

      24.1%

      Adjusted EBITDA margin

       

      24.6%

       

      26.5%

       

      24.6%

       

      26.5%










      Note 1:      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 nine months of 2011 and 2010 were RMB 98,831 and RMB 83,872, respectively.

      Note 2:      Adjusted EBITDA being EBITDA excluding share based compensation.

      Note 3:      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.

      Modal title

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