FORM 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2018

Commission File Number: 001-38235

 

 

RISE EDUCATION CAYMAN LTD

 

 

Room 101, Jia He Guo Xin Mansion,

No. 15 Baiqiao Street

Guangqumennei, Dongcheng District

Beijing 100062, PRC

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

RISE Education Cayman Ltd
By:  

/s/ Yiding Sun

Name:

Title:

 

Yiding Sun

Director and Chief Executive Officer

Date: August 16, 2018


Exhibit Index

 

Exhibit No.

  

Description.

Exhibit 99.1    Press Release
EX-99.1

Exhibit 99.1

RISE Education Announces Second Quarter 2018 Unaudited Financial Results

BEIJING, August 16, 2018 – RISE Education Cayman Ltd (“RISE” or the “Company”) (NASDAQ: REDU), a leading junior English Language Training (“ELT”) provider in China, today announced its unaudited financial results for the second quarter ended June 30, 2018.

Financial and Operational Highlights

 

   

Total revenues increased by 32.4% year-over-year to RMB300.2 million (US$45.4 million) in the second quarter of 2018.

 

   

Net income attributable to RISE increased by 34.3% year-over-year to RMB42.7 million (US$6.5 million) in the second quarter of 2018.

 

   

Non-GAAP net income attributable to RISE1 increased by 43.3% year-over-year to RMB45.6 million (US$6.9 million) in the second quarter of 2018.

 

   

Adjusted EBITDA1 increased by 34.8% year-over-year to RMB75.5 million (US$11.4 million) in the second quarter of 2018.

 

   

Total number of student enrollments in self-owned learning centers and online courses, including enrollments of short-term courses, increased by 67.3% year-over-year to 14,419 in the second quarter of 2018 from 8,619 in the second quarter of 2017.

 

   

Student retention rate at self-owned learning centers increased to approximately 71% in the second quarter of 2018, compared with 70% in the second quarter of 2017.

 

    

Three Months Ended

June 30,

 
(in thousands RMB, except for percentage and per ADS data)    2017      2018      Pct. Change  

Revenues

     226,777        300,196        32.4

Net income attributable to RISE

     31,825        42,743        34.3

Non-GAAP net income attributable to RISE

     31,825        45,597        43.3

Net income per ADS attributable to RISE – basic

     0.64        0.75        17.2

Net income per ADS attributable to RISE – diluted

     0.64        0.74        15.6

Non-GAAP net income per ADS attributable to RISE – basic

     0.64        0.80        25.0

Non-GAAP net income per ADS attributable to RISE – diluted

     0.64        0.79        23.4

Adjusted EBITDA

     55,978        75,486        34.8

 

    

Six Months Ended

June 30,

 
(in thousands RMB, except for percentage and per ADS data)    2017      2018      Pct. Change  

Revenues

     437,100        570,325        30.5

Net income attributable to RISE

     60,088        78,564        30.7

Non-GAAP net income attributable to RISE

     60,088        84,450        40.5

Net income per ADS attributable to RISE – basic

     1.20        1.39        15.8

Net income per ADS attributable to RISE – diluted

     1.20        1.36        13.3

Non-GAAP net income per ADS attributable to RISE – basic

     1.20        1.49        24.2

Non-GAAP net income per ADS attributable to RISE – diluted

     1.20        1.46        21.7

Adjusted EBITDA

     109,562        144,391        31.8

 

1 

Non-GAAP net income attributable to RISE excludes share-based compensation expenses from net income attributable to RISE. EBITDA represents net income before interests, taxes, depreciation and amortization. Adjusted EBITDA excludes share-based compensation expenses from EBITDA. For details on the calculation of and reconciliation to each of the non-GAAP net income attributable to RISE, non-GAAP net income per ADS attributable to RISE, EBITDA and adjusted EBITDA, see “About Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Results.”

 

1


“We are pleased to deliver another robust quarter of strong financial and operating performances,” stated Mr. Yiding Sun, Chief Executive Officer of RISE. “During the second quarter, we opened four new self-owned learning centers and 19 new franchised centers, bringing the total number of learning centers up to 307. Our student enrollments, including those from online courses and short-term courses, increased by 67.3% year-over-year, and our student retention rate at self-owned learning centers remained at 71%. As we diligently execute our growth strategy of integrating online with offline education products, integrating test preparation with admission consulting services into existing course offerings, continuously monitoring the appropriate M&A targets, and strengthening our product coverage to the whole lifespan of K-12 education, we are confident that we will be able to sustain our high growth rate while maintaining our high service quality and student satisfaction.”

Ms. Chelsea Wang, Chief Financial Officer of RISE, stated, “We continued our growth trajectory during the second quarter of 2018. We increased our total revenues by 32.4% year-over-year and our non-GAAP net income by 43.3% year-over-year during the quarter. Since the beginning of the third quarter, we have increased our investment in sales and marketing to drive future enrollment growth. At the same time, we are striving to optimize the ROI of our marketing dollars through the efficient management of our existing and new marketing channels, as well as the introduction of short-term course offerings to attract trial students. We are confident that our growth strategies should yield excellent shareholder value over the long run.”

Financial Results for the Second Fiscal Quarter Ended June 30, 2018

Revenues

Total revenues for the second quarter of 2018 increased by RMB73.4 million, or 32.4%, to RMB300.2 million (US$45.4 million) from RMB226.8 million in the same period of the prior year. This increase was primarily attributable to an increase of RMB59.5 million in revenues from educational programs.

 

   

Revenues from educational programs for the second quarter of 2018 increased by 29.9% to RMB258.6 million (US$39.1 million), which was primarily due to an increase in the number of student enrollments at our self-owned learning centers and online courses. The increase in student enrollments was primarily attributable to (i) a higher student retention rate of 71% in this quarter comparing with 70% in the same period of the prior year, which we believe was partially driven by the Company’s established brand and continuous offerings of reputable products; and (ii) an increase in the number of self-owned learning centers from 56 as of June 30, 2017 to 68 as of June 30, 2018.

 

   

Franchise revenues for the second quarter of 2018 increased by 20.9% to RMB33.2 million (US$5.0 million), primarily due to (i) an increase in recurring franchise fees during the same period and (ii) a 25.8% increase in the number of franchised learning centers from 190 as of June 30, 2017 to 239 as of June 30, 2018.

 

   

Other revenues for the second quarter of 2018 were RMB8.5 million (US$1.3 million) compared with RMB0.3 million in the same period of the prior year. The increase was primarily due to the revenue derived from the business acquired from The Edge Learning Centers Limited, or The Edge, in the fourth quarter of 2017

Cost of Revenues

Cost of revenues for the second quarter of 2018 increased by RMB37.1 million, or 37.2%, to RMB136.8 million (US$20.7 million), primarily due to increases in rental costs and personnel costs. Rental costs increased as the Company expanded its operations. The increase in personnel costs was primarily attributable to an increase of total teaching hours at the Company’s self-owned learning centers, as well as the increase in the number of self-owned learning centers. Non-GAAP cost of revenues for the second quarter of 2018 was RMB136.8 million (US$20.7 million).

 

2


Gross Profit

Gross profit for the second quarter of 2018 increased by RMB36.3 million, or 28.6%, to RMB163.4 million (US$24.7 million). Gross margin for the second quarter of 2018 was 54.4%.

Operating Expenses

Total operating expenses for the second quarter of 2018 increased by RMB22.1 million, or 26.5%, to RMB105.7 million (US$16.0 million). Non-GAAP operating expenses2 for the second quarter of 2018 were RMB102.9 million (US$15.6 million).

 

   

Selling and marketing expenses increased by 25.6% year-over-year RMB50.2 million (US$7.6 million) for the second quarter of 2018, compared with RMB39.9 million for the second quarter of 2017. The increase was primarily due to the increase in personnel expenses and marketing channel expenses as the Company expanded its network of self-owned learning centers and increased student enrollments. Non-GAAP selling and marketing expenses2 for the second quarter of 2018 was RMB49.5 million (US$7.5 million).

 

   

General and administrative expenses for the second quarter of 2018 were RMB55.5 million (US$8.4 million), increased by 27.3% year-over-year, from RMB43.6 million for the second quarter of 2017. The increase was mainly attributable to the increase in personnel costs and office expenses due to the expansion of our business. Non-GAAP general and administrative expenses2 for the second quarter of 2018 were RMB53.4 million (US$8.1 million).

Operating Income and Operating Margin

Operating income for the second quarter of 2018 increased by 32.7% year-over-year to RMB57.7 million (US$8.7 million). Non-GAAP operating income2 for the second quarter of 2018 increased by 39.2% year-over-year to RMB60.5 million (US$9.1 million).

Operating margin for the second quarter of 2018 remained stable at 19.2%, compared with the same period of the prior year.

Interest Expense

Interest expense for the second quarter of 2018 was RMB8.0 million (US$1.2 million), compared with RMB4.7 million in the same period of the prior year. The increase in interest expense was primarily due to a higher principal of the Company’s loan from CTBC Bank Co. Ltd. (“CTBC”), which was expanded in September 2017.

Other Income

Other income for the second quarter of 2018 was RMB0.8 million (US$0.1 million), compared with a loss of RMB0.3 million in the same period of the prior year.

Net Income Attributable to RISE

Net income attributable to RISE for the second quarter of 2018 increased by 34.3% to RMB42.7 million (US$6.5 million). Net margin attributable to RISE in the second quarter of 2018 improved to 14.2% from 14.0% in the same period of the prior year. Non-GAAP net income attributable to RISE for the second quarter of 2018 increased by 43.3% year-over-year to RMB45.6 million (US$6.9 million). Non-GAAP net margin attributable to RISE2 expanded to 15.2% during the quarter from 14.0% in the same period of the prior year.

EBITDA2 for the second quarter of 2018 increased by 29.8% to RMB72.6 million (US$11.0 million) from RMB56.0 million in the same period of the prior year. Adjusted EBITDA for the second quarter of 2018 increased by 34.8% year-over-year to RMB75.5 million (US$11.4 million) from RMB56.0 million in the same period of the prior year. Adjusted EBITDA margin2 expanded to 25.1% in the second quarter of 2018, from 24.7% in the same period of the prior year.

 

2 

Non-GAAP cost of revenues exclude relevant share-based compensation expenses from cost of revenues. Each of non-GAAP operating expenses, non-GAAP selling and marketing expenses or non-GAAP general and administrative expenses excludes relevant share-based compensation expenses. EBITDA represents net income before interests, taxes, depreciation and amortization. For details on the calculation of and reconciliation to each of these non-GAAP, see “About Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Results.”

 

3


Basic and Diluted Earnings per ADS

Basic and diluted net income attributable to RISE per ADS was RMB0.75 (US$0.11) and RMB0.74 (US$0.11), respectively, for the second quarter of 2018. Basic and diluted non-GAAP net income attributable to RISE per ADS was RMB0.80 (US$0.12) and RMB0.79 (US$0.12), respectively, for the second quarter of 2018.

For details on the calculation of and reconciliation to the nearest GAAP measures for each of non-GAAP cost of revenues, operating expenses, net income, net income attributable to RISE per ADS, EBITDA, and adjusted EBITDA, see “About Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Results.”

Cash Flow

Net cash provided by operating activities for the second quarter of 2018 was RMB34.4 million (US$5.2 million), compared with RMB3.0 million of cash generated from operating activities in the same period of the prior year.     

Balance Sheet

As of June 30, 2018, the Company had combined cash and cash equivalents, restricted cash and short-term investment of RMB1,086.3 million (US$164.2 million), compared with RMB1,084.9 million as of December 31, 2017.

Current and non-current deferred revenue and customer advances was RMB1,031.7 million (US$155.9 million) as of June 30, 2018, representing an increase of 26.9% from RMB812.8 million as of December 31, 2017. The increase was primarily due to higher pre-paid tuition and fees from growing student enrollment, which was partially offset by recognized revenue as courses were delivered. Deferred revenue and customer advances mainly consisted of upfront tuition fee payments from students and initial franchise fees from the Company’s franchise partners.

Financial Results for the Six Months Ended June 30, 2018

Revenues

Total revenues for the first half of 2018 increased 30.5% to RMB570.3 million (US$86.2 million) from RMB437.1 million in the same period of the prior year. This increase was primarily attributable to an increase of RMB107.0 million in revenues from educational programs.

 

   

Revenues from educational programs for the first half of 2018 increased by 28.3% to RMB484.8 million (US$73.3 million) from RMB377.8 million in the same period of the prior year. This increase was primarily due to the same factors that led to the quarterly increase.

 

   

Franchise revenues for the first half of 2018 increased by 17.9% to RMB61.4 million (US$9.3 million) from RMB52.0 million in the same period of the prior year. This increase was primarily due to the same factors that led to the quarterly increase.

 

   

Other revenues for the first half of 2018 increased by 230.7% to RMB24.2 million (US$3.7 million) from RMB7.3 million in the same period of the prior year. The increase was primarily due to the revenue contribution from business assets acquired from The Edge, in the fourth quarter of 2017.

Cost of Revenues

Cost of revenues for the first half of 2018 increased 33.8% to RMB262.3 million (US$39.6 million) from RMB196.1 million in the same period of the prior year, which was primarily due to the increase in rental costs and personnel costs. Rental costs increased as the Company expanded its operations. The increase in personnel costs was primarily attributable to an increase in teaching hours at self-owned learning centers, as well as the increase in the number of self-owned learning centers. Non-GAAP cost of revenues for the first six months of 2018 was RMB261.8 million (US$39.6 million).

 

4


Gross Profit

Gross profit for the first half of 2018 increased by 27.8% to RMB308.0 million (US$46.5 million) from RMB241.0 million in the same period of the prior year. Gross margin was 54.0% for the first half of 2018, compared with 55.1% in the same period of the prior year.

Operating Expenses

Total operating expenses for the first half of 2018 increased by 33.6% to RMB208.6 million (US$31.5 million) from RMB156.2 million in the same period of the prior year. The increase was mainly attributable to the increase in personnel costs and office expenses due to the expansion of our business. Non-GAAP operating expenses for the first half of 2018 were RMB203.2 million (US$30.7 million).

 

   

Selling and marketing expenses for the first half of 2018 increased by 38.5% year-over-year to RMB98.7 million (US$14.9 million) from RMB71.2 million in the same period of the prior year. The increase was primarily due to the increase in personnel expenses and marketing channel expenses as the Company expanded its network of self-owned learning centers and increased student enrollments. Non-GAAP selling and marketing expenses for the first half of 2018 was RMB97.4 million (US$14.7 million).

 

   

General and administrative expenses for the first half of 2018 increased by 29.4% year-over-year to RMB109.9 million (US$16.6 million) from RMB84.9 million in the same period of the prior year. The increase was mainly attributable to the increase in personnel costs and office expenses due to the expansion of our business. Non-GAAP general and administrative expenses for the first half of 2018 were RMB105.8 million (US$16.0 million).

Operating Income and Operating Margin

Operating income for the first half of 2018 increased by 17.2% year-over-year to RMB99.4 million (US$15.0 million). Non-GAAP operating income for the first half of 2018 increased by 39.2% year-over-year to RMB105.3 million (US$15.9 million).

Operating margin was 17.4% during the first half of 2018, compared with 19.4% in the same period of the prior year.

Interest Expense

Interest expense for the first half of 2018 was RMB16.2 million (US$2.5 million), compared with RMB9.9 million in the same period of the prior year. The increase in interest expense was primarily due to a higher principal of the Company’s loan from CTBC Bank Co. Ltd. (“CTBC”), which was expanded in September 2017.

Other Income

Other income for the first half of 2018 was RMB11.7 million (US$1.8 million), compared with a loss of RMB0.1 million in the same period of the prior year. The Company’s ADR depositary reimbursed the Company a total of RMB10.0 million in consideration in the first quarter of 2018.

Net Income Attributable to RISE

Net income attributable to RISE for the first half of 2018 increased by 30.7% to RMB78.6 million (US$11.9 million). Net margin attributable to RISE in the first half of 2018 expanded to 13.8% from 13.7% in the same period of the prior year. Non-GAAP net income attributable to RISE for the first half of 2018 increased by 40.5% year-over-year to RMB84.5 million (US$12.8 million). Non-GAAP net margin attributable to RISE expanded to 14.8% in the first half of 2018 from 13.7% in the same period of the prior year.

EBITDA for the first half of 2018 increased by 26.4% to RMB138.5 million (US$20.9 million) from RMB109.6 million in the same period of the prior year. Adjusted EBITDA for the first half of 2018 increased by 31.8% to RMB144.4 million (US$21.8 million) from RMB109.6 million in the same period of the prior year. Adjusted EBITDA margin improved to 25.3% in the first half of 2018 from 25.1% in the same period of the prior year.

 

5


Basic and Diluted Earnings per ADS

Basic and diluted net income attributable to RISE per ADS was RMB1.39 (US$0.21) and RMB1.36 (US$0.21), respectively, for the first half of 2018. Basic and diluted non-GAAP net income attributable to RISE per ADS was RMB1.49 (US$0.23) and RMB1.46 (US$0.22), respectively, for the first half of 2018.

Cash Flow

Net cash provided by operating activities for the first half of 2018 was RMB232.8 million (US$35.2 million), compared with RMB259.8 million in the same period of the prior year. The decrease was mainly attributable to the repayment of consulting fee of RMB20 million (US$3.0 million) to Bain Capital Advisors (China) Ltd., a related party of the Company, as well as an increase in rental deposits for new self-owned learning centers.

Business Outlook

For the third quarter of 2018, the Company expects its total revenues to be in the range of RMB343.2 million to RMB348.4 million, representing a year-over-year growth rate of approximately 32% to 34%. This forecast reflects the Company’s current and preliminary view on the market and operational conditions, which is subject to change.

Conference Call Information

RISE will hold a conference call on August 16, 2018 at 9:00 pm Eastern Time (or August 17, 2018 at 9:00 am Beijing Time) to discuss the financial results. Participants may access the call by dialing the following numbers:

 

United States:    +1-845-675-0437
International:    +65-6713-5090
China Domestic:    400-6208-038
Hong Kong:    +852-3018-6771
Conference ID:    #6297338

The replay will be accessible through August 24, 2018 by dialing the following numbers:

 

United States:    +1-646-254-3697
International:    +61-2-8199-0299
Conference ID:    #6297338

A live and archived webcast of the conference call will also be available at the Company’s investor relations website at http://ir.risecenter.com/.

Exchange Rate

This announcement contains translations of certain RMB amounts into U.S. dollars (“USD”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB6.6171 to US$1.00, the noon buying rate in effect on June 30, 2018 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.

 

6


About Non-GAAP Financial Measures

To supplement RISE’s financial results presented in accordance with U.S. GAAP, the Company uses non-GAAP financial measures, which are adjusted from results based on U.S. GAAP. Reconciliations of non-GAAP financial measures to U.S. GAAP financial measures are set forth in table at the end of this earnings release titled “Reconciliation of GAAP and Non-GAAP Results,” which provides more details on the non-GAAP financial measures.

Each of non-GAAP net income, non-GAAP net income attributable to RISE, non-GAAP net income per ADS attributable to RISE, excludes share-based compensation expenses from net income.

Non-GAAP cost of revenues, non-GAAP operating expenses, including non-GAAP selling and marketing expenses and non-GAAP general and administrative expenses, provides us with an understanding of the results from the primary operations of our business by excluding the relevant share-based compensation expenses that does not reflect the ordinary operating expenses of our operations.

EBITDA represents net income before interests, taxes, depreciation and amortization. Adjusted EBITDA excludes share-based compensation expenses from EBITDA.

We use non-GAAP operating expenses, including non-GAAP selling and marketing expenses and non-GAAP general and administrative expenses, non-GAAP operating income, EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income attributable to RISE, and basic and diluted non-GAAP net income per ADS attributable to RISE to evaluate our period-over-period operating performance because our management believes these provide a more comparable measure of our continuing business as it adjusts for transaction-related expenses that are not reflective of the normal earnings of our business. These measures may be useful to an investor in evaluating the underlying operating performance of our business, and to enhance investors’ overall understanding of the historical and current financial performance of the Company’s continuing operations and prospects for the future.

Non-GAAP financial information should not be considered a substitute for or superior to U.S. GAAP results. In addition, calculations of this non-GAAP financial information may be different from calculations used by other companies, and therefore comparability may be limited.

About RISE Education

RISE Education Cayman Ltd is a leading junior English Language Training (“ELT”) provider based in Beijing. Founded in 2007, the Company pioneered the application of the “subject-based learning” philosophy in China, which uses language arts, math, natural science, and social science to teach English in an immersive environment that helps students learn to speak and think like a native speaker. Through three flagship courses, Rise Start, Rise On, and Rise Up, the Company provides ELT to students aged three to six, seven to twelve and 13 to 18, respectively. The Company’s highly scalable business model includes both self-owned and franchised learning centers. For more information, please visit http://en.risecenter.com/.

Safe Harbor Statement

This press release contains statements of a forward-looking nature. These statements, including the statements relating to the Company’s future financial and operating results, are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates” and similar statements. Among other things, management’s quotations and the Business Outlook section contain forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about RISE and the industry. Potential risks and uncertainties include, but are not limited to, those relating to its ability to attract new students and retain existing students, its ability to maintain or enhance its brand, its ability to compete effectively against its competitors, its ability to execute its growth strategy, its ability to introduce new products or enhance existing products, its ability to obtain required licenses, permits, filings or registrations, its ability to grow or operate or effectively monitor its franchise business, quarterly variations in its operating results caused by factors beyond its control and macroeconomic conditions in China and their potential impact on the sales of insurance products. All information provided in this press release is as of the date hereof, and RISE undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although RISE believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. Further information regarding risks and uncertainties faced by RISE is included in RISE’s filings with the U.S. Securities and Exchange Commission, including its registration statement on Form F-1 filed in connection with its initial public offering.

 

7


Investor Relations Contact

Mei Li

RISE Education

Email: riseir@rdchina.net

Tel: +86 (10) 8559-9160

Jack Wang

ICR, Inc.

Tel: +1 (347) 436-8371

Email: riseir@rdchina.net

Media Relations Contact

Edmond Lococo    

ICR Inc.

Tel: +86 (10) 6583-7510

Email: Edmond.Lococo@icrinc.com

 

8


RISE EDUCATION CAYMAN LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data and per share data)

 

     As of  
     December 31     June 30     June 30  
     2017     2018     2018  
     RMB     RMB     USD  

ASSETS

      

Current assets:

      

Cash and cash equivalents

     1,055,982       858,339       129,715  

Restricted cash

     28,913       27,963       4,226  

Short-term investment

     —         200,000       30,225  

Accounts receivable, net

     2,470       5,685       859  

Amounts due from a related party

     6,604       150,183       22,696  

Inventories

     7,905       13,503       2,041  

Prepaid expenses and other current assets

     40,571       68,073       10,287  
  

 

 

   

 

 

   

 

 

 

Total current assets

     1,142,445       1,323,746       200,049  

Property and equipment, net

     100,177       110,292       16,668  

Intangible assets, net

     200,615       196,410       29,682  

Goodwill

     475,732       480,229       72,574  

Deferred tax assets

     2,404       15,488       2,341  

Other non-current assets

     34,965       41,685       6,300  
  

 

 

   

 

 

   

 

 

 

Total assets

     1,956,338       2,167,850       327,614  
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities:

      

Accounts payable

     6,041       14,617       2,209  

Accrued expenses and other current liabilities

     171,099       142,074       21,471  

Due to a related party

     20,000       —         —    

Deferred revenue and customer advances

     812,821       1,002,230       151,461  

Income taxes payable

     20,739       24,128       3,646  
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     1,030,700       1,183,049       178,787  
  

 

 

   

 

 

   

 

 

 

Long-term loan

     623,439       559,023       84,482  

Deferred revenue and customer advances

     —         29,511       4,460  

Deferred tax liabilities

     3,785       9,874       1,492  

Other non-current liabilities

     2,682       2,232       337  
  

 

 

   

 

 

   

 

 

 

Total liabilities

     1,660,606       1,783,689       269,558  
  

 

 

   

 

 

   

 

 

 

Shareholders’ equity:

      

Ordinary shares

     6,782       7,060       1,067  

Additional paid-in capital

     532,474       585,247       88,445  

Statutory reserves

     46,366       46,366       7,007  

Accumulated deficit

     (315,531     (281,089     (42,479

Accumulated other comprehensive income

     40,040       41,502       6,272  
  

 

 

   

 

 

   

 

 

 

Total Rise Education Cayman Ltd shareholders’ equity

     310,131       399,086       60,312  
  

 

 

   

 

 

   

 

 

 

Non-controlling interests

     (14,399     (14,925     (2,256
  

 

 

   

 

 

   

 

 

 

Total equity

     295,732       384,161       58,056  
  

 

 

   

 

 

   

 

 

 

Total liabilities, non-controlling interests and shareholders’ equity

     1,956,338       2,167,850       327,614  
  

 

 

   

 

 

   

 

 

 

 

9


RISE EDUCATION CAYMAN LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except share data and per share data)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2017     2018     2018     2017     2018     2018  
     RMB     RMB     USD     RMB     RMB     USD  

Revenues

     226,777       300,196       45,367       437,100       570,325       86,190  

Educational programs

     199,038       258,575       39,077       377,759       484,769       73,260  

Franchise revenues

     27,420       33,151       5,010       52,025       61,361       9,273  

Others

     319       8,470       1,280       7,316       24,195       3,656  

Cost of revenues

     (99,763     (136,842     (20,680     (196,079     (262,309     (39,641
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     127,014       163,354       24,687       241,021       308,016       46,548  

Selling and marketing expenses

     (39,937     (50,158     (7,580     (71,243     (98,680     (14,913

General and administrative expenses

     (43,613     (55,538     (8,393     (84,921     (109,896     (16,608
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     43,464       57,658       8,713       84,857       99,440       15,027  

Interest income

     6,832       8,457       1,278       9,438       12,663       1,914  

Interest expense

     (4,740     (8,043     (1,215     (9,907     (16,248     (2,455

Foreign currency exchange gain

     215       117       18       198       145       22  

Other income, net

     (288     813       123       (136     11,721       1,771  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income tax expense

     45,483       59,002       8,917       84,450       107,721       16,279  

Income tax expense

     (14,047     (15,690     (2,371     (26,623     (29,683     (4,486
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     31,436       43,312       6,545       57,827       78,038       11,793  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Add: net loss/(income) attributable to non-controlling interests

     389       (569     (86     2,261       526       79  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to RISE Education Cayman Ltd

     31,825       42,743       6,459       60,088       78,564       11,873  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per ordinary share:

            

Basic

     0.32       0.37       0.06       0.60       0.69       0.10  

Diluted

     0.32       0.37       0.06       0.60       0.68       0.10  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per ADS:

            

Basic

     0.64       0.75       0.11       1.20       1.39       0.21  

Diluted

     0.64       0.74       0.11       1.20       1.36       0.21  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Shares used in net income per ordinary share computation:

            

Basic

     100,000,000       114,035,580       114,035,580       100,000,000       113,228,870       113,228,870  

Diluted

     100,000,000       116,100,409       116,100,409       100,000,000       115,736,692       115,736,692  

ADSs used in net income per ADS computation:

            

Basic

     50,000,000       57,017,790       57,017,790       50,000,000       56,614,435       56,614,435  

Diluted

     50,000,000       58,050,205       58,050,205       50,000,000       57,868,346       57,868,346  

Net income

     31,436       43,312       6,545       57,827       78,038       11,793  

Other comprehensive (loss)/income, net of tax of nil:

            

Foreign currency translation adjustments

     (920     1,236       187       (920     1,463       221  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss)/income

     (920     1,236       187       (920     1,463       221  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

     30,516       44,548       6,732       56,907       79,501       12,014  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Add: comprehensive loss/(income) attributable to non-controlling interests

     389       (569     (86     2,261       526       79  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to RISE Education Cayman Ltd

     30,905       43,979       6,646       59,168       80,027       12,093  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

10


RISE EDUCATION CAYMAN LTD

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(in thousands, except share data and per share data)

 

    Three Months Ended June 30,     Six Months Ended June 30,  
    2017     2018     2018     2017     2018     2018  
    RMB     RMB     USD     RMB     RMB     USD  

Net income

    31,436       43,312       6,545       57,827       78,038       11,793  

Share-based compensation (“SBC”)

    —         2,854       431         5,886       889  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net income

    31,436       46,166       6,976       57,827       83,924       12,682  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Add: net loss/(income) attributable to non-controlling interests

    389       (569     (86     2,261       526       79  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net income attributable to RISE Education Cayman Ltd

    31,825       45,597       6,890       60,088       84,450       12,761  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    31,436       43,312       6,545       57,827       78,038       11,793  

Add: Depreciation

    7,568       8,719       1,318       14,528       16,597       2,508  

Add: Amortization

    5,019       5,324       805       10,115       10,602       1,602  

Add: Interest expense

    4,740       8,043       1,215       9,907       16,248       2,455  

Add: Income tax expense

    14,047       15,690       2,371       26,623       29,683       4,486  

Less: Interest income

    6,832       8,456       1,278       9,438       12,663       1,914  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

    55,978       72,632       10,976       109,562       138,505       20,930  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

SBC

    —         2,854       431       —         5,886       889  

Adjusted EBITDA

    55,978       75,486       11,407       109,562       144,391       21,819  

Cost of revenues

    99,763       136,842       20,680       196,079       262,309       39,641  

Personnel costs

    38,892       56,155       8,486       75,878       105,199       15,898  

Rental costs

    38,476       46,135       6,972       71,345       87,066       13,158  

Others

    22,395       34,552       5,222       48,856       70,044       10,585  

Less: SBC

    —         55       8       —         505       76  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP cost of revenues

    99,763       136,787       20,672       196,079       261,804       39,565  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP gross profit

    127,014       163,409       24,695       241,021       308,521       46,625  

Selling and marketing expenses

    39,937       50,158       7,580       71,243       98,680       14,913  

Less: SBC

    —         682       103       —         1,296       196  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP selling and marketing expenses

    39,937       49,476       7,477       71,243       97,384       14,717  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

General and administrative expenses

    43,613       55,538       8,393       84,921       109,896       16,608  

Less: SBC

    —         2,117       320         4,085       617  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP general and administrative expenses

    43,613       53,421       8,073       84,921       105,811       15,991  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expense

    83,550       105,696       15,973       156,164       208,576       31,521  

Less: SBC

    —         2,799       423       —         5,381       813  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP operating expense

    83,550       102,897       15,550       156,164       203,195       30,708  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP operating income

    43,464       60,512       9,145       84,857       105,326       15,917  

Non-GAAP net income per ADS attributable to RISE-basic (Note 1)

    0.64       0.80       0.12       1.20       1.49       0.23  

Non-GAAP net income per ADS attributable to RISE-diluted

    0.64       0.79       0.12       1.20       1.46       0.22  

ADSs used in calculating net income per ADS-basic:

    50,000,000       57,017,790       57,017,790       50,000,000       56,614,435       56,614,435  

ADSs used in calculating net income per ADS-diluted:

    50,000,000       58,050,205       58,050,205       50,000,000       57,868,346       57,868,346  

Note 1: Each ADS represents two ordinary shares.

           

 

11