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 November 2019

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, People’s Republic of China

(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:   Yiding Sun
Title:   Director and Chief Executive Officer

Date: November 14, 2019


Exhibit Index

 

Exhibit

    No.    

   Description
Exhibit 99.1    Press Release
EX-99.1

Exhibit 99.1

RISE Education Announces Third Quarter 2019 Unaudited Financial Results

BEIJING, Nov.14, 2019 – 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 third quarter ended September 30, 2019.

Highlights for the Third Quarter of 2019

 

   

Total revenues increased by 18.4% year-over-year to RMB411.1 million (US$57.5 million) in the third quarter of 2019.

 

   

Net income attributable to RISE increased by 19.7% year-over-year to RMB39.4 million (US$5.5 million) in the third quarter of 2019.

 

   

Non-GAAP net income attributable to RISE1 increased by 22.4% year-over-year to RMB48.5 million (US$6.8 million) in the third quarter of 2019.

 

   

Adjusted EBITDA1 increased by 37.1% year-over-year to RMB88.9 million (US$12.4 million) in the third quarter of 2019.

 

   

Student enrollments2 for Rise regular courses, including Rise Start and Rise On, increased by 14.7% year-over-year to 14,700, which includes 6,492 students in the cities where the collection of standard tuition has been broken into 3 to 4 installments since December 2018; 6,782 in the other cities where the Company continues to collect tuition for the full course and 1,426 from the newly acquired Shijiazhuang business which was fully consolidated in the third quarter of 2019. Student enrollments for other Rise courses were 1,175 in the third quarter of 2019, including 354 from online courses, 288 from short-term and SSAT test-prep courses, and 533 from The Edge Learning Centers Limited (“The Edge”).

 

   

The total number of the Company’s learning centers increased to 451, consisting of 87 self-owned (including 7 operated by the newly acquired Shijiazhuang business and 2 operated by The Edge) and 364 franchised learning centers.

 

   

Student retention rate at self-owned learning centers was 69% in the third quarter of 2019, compared with 71% for the same period of the prior year.

 

   

The one-year share repurchase program approved by the Board of Directors in November 2018 completed during the quarter. The Company repurchased a total of 1,158,741 ADSs on the open market, at an average price of US$8.66 per ADS, for an aggregate consideration of US$10.0 million.

 

    

Three Months Ended

September 30,

 
(in thousands RMB, except for percentage and per ADS data)    2018      2019      Pct. Change  

Revenues

     347,395        411,143        18.4

Net income attributable to RISE

     32,890        39,362        19.7

Non-GAAP net income attributable to RISE

     39,621        48,482        22.4

Net income per ADS attributable to RISE – basic

     0.57        0.70        22.8

Net income per ADS attributable to RISE – diluted

     0.57        0.69        21.1

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

     0.69        0.86        24.6

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

     0.68        0.85        25.0

Adjusted EBITDA

     64,817        88,877        37.1

 

1

Non-GAAP net income attributable to RISE excludes share-based compensation expenses and amortization of certain intangible assets, including teaching course license, trademark, student base and franchise agreements, as part of the junior English Language Training (“ELT”) business acquisition by the Company from certain third-party in 2013 (the “2013 acquisition”) 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 each of these and the reconciliation of each to the most directly comparable GAAP financial measure, see “About Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Results.”

2 

Student enrollment refers to the cumulative total number of courses enrolled in by students during a given period of time; if one student enrolls in multiple courses, it will be counted as multiple student enrollments.

 

1


    

Nine Months Ended

September 30,

 
(in thousands RMB, except for percentage and per ADS data)    2018      2019      Pct. Change  

Revenues

     917,720        1,113,225        21.3

Net income attributable to RISE

     111,453        96,965        -13.0

Non-GAAP net income attributable to RISE

     132,075        147,245        11.5

Net income per ADS attributable to RISE – basic

     1.96        1.70        -13.3

Net income per ADS attributable to RISE – diluted

     1.92        1.68        -12.5

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

     2.32        2.58        11.2

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

     2.28        2.55        11.8

Adjusted EBITDA

     209,205        258,328        23.5

“I’m very delighted to report a solid quarter of growth across our business as we continue to enhance our operations to support sustainable long-term growth,” commented Mr. Yiding Sun, Chief Executive Officer of RISE. “We consolidated the Shijiazhuang operations to our business during the third quarter, which added 7 learning centers to our self-owned learning center network, and will help accelerate revenue growth going forward. The investments in our core competitiveness through new incentives for teachers and our continued efforts to deploy marketing dollars in a more targeted manner are beginning to pay off. As a result, teacher retention and employee morale have improved. In face of the challenges posed by the regulatory environment and macroeconomic headwinds, we achieved an 18.9% increase in new student enrollments and a 14.7% increase in total student enrollments for regular courses, and meanwhile managed to reduce student acquisition costs during the quarter. We will continue to focus on further integrating online content into our offline product offerings, investing in teacher training and technology, expanding our geographic network, and enhancing operational efficiency. We remain positive about our future growth and will continue to focus on building our business for the long-term.”

Ms. Jiandong Lu, Chief Operating Officer and Chief Financial Officer of RISE, stated, “With the backdrop of the challenging regulatory and macroeconomic environment, total revenue increased by 18.4% and adjusted EBITDA margin expanded by 290 basis points to 21.6%, when compared with the same quarter of last year. By better leveraging our offline learning center network and further optimizing the allocation of marketing resources between online and offline channels, we succeeded in reducing selling and marketing expenses as a percentage of revenue to 19.9% during the third quarter, 220 basis points lower than that of the same period of last year, which significantly contributed to the improvement in adjusted EBITDA margin. We will continue investing in our core competitiveness to further drive new student enrollments, strengthen our high retention rate and deliver sustainable growth.”

Financial Results for the Third Quarter of 2019

Revenues

Total revenues for the third quarter of 2019 increased by RMB63.7 million, or 18.4%, to RMB411.1 million (US$57.5 million) from RMB347.4 million for the same period of the prior year. This increase was primarily attributable to an increase of RMB56.0 million in revenues from educational programs.

 

   

Revenues from educational programs for the third quarter of 2019 increased by 20.2% to RMB333.3 million (US$46.6 million). The increase in revenues from educational programs was primarily due to (i) an increase in the number of students in class for the Company’s regular courses operated by self-owned learning centers, and (ii) price increases for the Company’s regular courses since the beginning of the year. The number of the Company’s self-owned learning centers also increased to 87 as of September 30, 2019 from 70 as of September 30, 2018. The Company added 205 classrooms as of September 30, 2019 as compared with September 30, 2018.

 

2


   

Franchise revenues for the third quarter of 2019 increased by 27.4% to RMB45.4 million (US$6.3 million), primarily due to an increase in initial franchise fees and recurring franchise fees associated with an increase in the number of franchised learning centers from 273 as of September 30, 2018 to 364 as of September 30, 2019.

 

   

Other revenues for the third quarter of 2019 decreased by 5.8% year-over-year to RMB32.5 million (US$4.5 million).

Cost of Revenues

Cost of revenues for the third quarter of 2019 increased by RMB32.4 million, or 19.8%, to RMB196.3 million (US$27.5 million). The increase was primarily due to personnel costs associated with an increase in teacher headcount, total teaching hours and teacher compensation at the Company’s self-owned learning centers and an increase in rental costs associated with the expansion of the Company’s operations. Non-GAAP cost of revenues3 for the third quarter of 2019 increased by 20.3% to RMB192.4 million (US$26.9 million).

Gross Profit

Gross profit for the third quarter of 2019 increased by RMB31.4 million, or 17.1%, to RMB214.9 million (US$30.1 million). Gross margin was 52.3% for the third quarter of 2019 as compared with 52.8% for the same period of last year.

Operating Expenses

Total operating expenses for the third quarter of 2019 increased by RMB13.7 million, or 10.1%, to RMB149.0 million (US$20.9 million). Non-GAAP operating expenses3 for the third quarter of 2019 were RMB143.8 million (US$20.1 million).

 

   

Selling and marketing expenses increased by 7.4% year-over-year to RMB83.3 million (US$11.7 million) for the third quarter of 2019, as compared with RMB77.5 million for the third quarter of 2018. The increase was primarily associated with a headcount increase and an incentive-related salary raise for the Company’s marketing staff. Non-GAAP selling and marketing expenses for the third quarter of 2019 increased by 7.0% year-over-year to RMB82.0 million (US$11.5 million).

 

   

General and administrative expenses increased by 13.7% year-over-year to RMB65.8 million (US$9.2 million) for the third quarter of 2019, as compared with RMB57.8 million for the third quarter of 2018. The increase was mainly attributable to the increase in personnel costs associated with the Company’s expanding businesses. Non-GAAP general and administrative expenses for the third quarter of 2019 increased by 10.5% year-over-year to RMB61.8 million (US$8.6 million).

Operating Income and Operating Margin

Operating income for the third quarter of 2019 increased by 36.7% year-over-year to RMB65.8 million (US$9.2 million). Non-GAAP operating income2 for the third quarter of 2019 increased by 36.5% year-over-year to RMB74.9 million (US$10.5 million).

Operating margin for the third quarter of 2019 was 16.0%, as compared with 13.9% for the same period of the prior year. Non-GAAP operating margin was 18.2% for the third quarter of 2019, as compared with 15.8% for the same period of last year. The significant improvement in the operating margin was the result of improvements in the optimization of the Company’s selling and marketing resources and a careful control of general and administrative expenses.

Interest Expense

Interest expense for the third quarter of 2019 was RMB8.8 million (US$1.2 million), as compared with RMB8.6 million for the same period of the prior year.

 

3 

Non-GAAP cost of revenues exclude relevant share-based compensation expenses and amortization of certain intangible assets acquired as part of the 2013 acquisition from cost of revenues. Non-GAAP operating income adds back share-based compensation expenses and amortization of certain intangible assets acquired as part of the 2013 acquisition. 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 and amortization of certain intangible assets acquired as part of the 2013 acquisition. For details on the calculation of each of these and the reconciliation of each to the most directly comparable GAAP financial measure, see “About Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Results.”

 

3


Other Income, net

Other income for the third quarter of 2019 was RMB0.7 million (US$0.1 million), as compared with RMB0.4 million for the same period of the prior year.

Income Tax Expense

Income tax expense for the third quarter of 2019 was RMB24.0 million (US$3.4 million), as compared with RMB17.3 million for the same period of the prior year.

Net Income Attributable to RISE

Net income attributable to RISE for the third quarter of 2019 increased by 19.7% to RMB39.4 million (US$5.5 million). Net margin attributable to RISE in the third quarter of 2019 was 9.6%, compared with 9.5% for the same period of the prior year. Non-GAAP net income attributable to RISE for the third quarter of 2019 increased by 22.4% year-over-year to RMB48.5million (US$6.8 million). Non-GAAP net margin attributable to RISE1 was 11.8% for the third quarter of 2019, as compared with 11.4% for the same period of the prior year.

EBITDA represents net income before interests, taxes, depreciation, and amortization. EBITDA for the third quarter of 2019 increased by 35.0% to RMB84.2 million (US$11.8 million) from RMB62.4 million for the same period of the prior year. Adjusted EBITDA for the third quarter of 2019 increased by 37.1% year-over-year to RMB88.9 million (US$12.4 million) from RMB64.8 million for the same period of the prior year. Adjusted EBITDA margin improved to 21.6% in the third quarter of 2019 from 18.7% for the same period of the prior year.

Basic and Diluted Earnings per ADS

Basic and diluted net income attributable to RISE per ADS was RMB0.70 (US$0.10) and RMB0.69 (US$0.10), respectively, for the third quarter of 2019. Basic and diluted non-GAAP net income attributable to RISE per ADS was RMB0.86 (US$0.12) and RMB0.85 (US$0.12), respectively, for the third quarter of 2019.

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 generated from operating activities for the third quarter of 2019 was RMB10.0 million (US$1.4 million), as compared with RMB74.7 million of cash generated from operating activities for the same period of the prior year, mainly attributable to the change in the tuition collection schedule mandated by government regulations.

Balance Sheet

As of September 30, 2019, the Company had combined cash and cash equivalents, restricted cash, short-term investment and loan to a related party of RMB1,036.9 million (US$145.1 million), as compared with RMB1,316.8 million as of December 31, 2018.

Current and non-current deferred revenue and customer advances were RMB831.6 million (US$116.3 million) as of September 30, 2019, representing a decrease of 20.0% from RMB1,038.8 million as of December 31, 2018. The decrease was primarily due to the change in the tuition collection schedule. Deferred revenue and customer advances mainly consisted of upfront tuition payments from students and initial franchise fees from the Company’s franchise partners.

Financial Results for the Nine Months Ended September 30, 2019

Revenues

Total revenues for the first nine months of 2019 increased by RMB195.5 million, or 21.3%, to RMB1,113.2 million (US$155.7 million) from RMB917.7 million for the same period of the prior year. This increase was primarily attributable to an increase of RMB171.2 million in revenues from educational programs.

 

4


   

Revenues from educational programs for the first nine months of 2019 increased by 22.1% to RMB944.8 million (US$132.2 million). The increase in revenues from educational programs was primarily due to (i) an increase in the number of students in class for the Company’s regular courses operated by self-owned learning centers and (ii) an increase in prices for the Company’s regular courses from the beginning of the year.

 

   

Franchise revenues for the first nine months of 2019 increased by 27.1% to RMB123.3 million (US$17.3 million), primarily due to an increase in initial franchise fees and recurring franchise fees associated with an increase in the number of franchised learning centers from 273 as of September 30, 2018 to 364 as of September 30, 2019.

 

   

Other revenues for the first nine months of 2019 were RMB45.1 million (US$6.3 million), as compared with RMB47.2 million for the same period of the prior year.

Cost of Revenues

Cost of revenues for the first nine months of 2019 increased by RMB84.9 million, or 19.9%, to RMB511.1 million (US$71.5 million). The increase was primarily due to personnel costs associated with an increase in teacher headcount, total teaching hours and teacher compensation at the Company’s self-owned learning centers and an increase in rental costs associated with the expansion of the Company’s operations. Non-GAAP cost of revenues3 for the first nine months of 2019 increased by 20.0% to RMB498.1 million (US$69.7 million).

Gross Profit

Gross profit for the first nine months of 2019 increased by RMB110.6 million, or 22.5%, to RMB602.1 million (US$84.2 million). Gross margin improved to 54.1% during the first nine months of 2019 from 53.6% for the same period of last year.

Operating Expenses

Total operating expenses for the first nine months of 2019 increased by RMB96.1 million, or 27.9%, to RMB440.0 million (US$61.6 million). Non-GAAP operating expenses3 for the first nine months of 2019 were RMB402.8 million (US$56.3 million).

 

   

Selling and marketing expenses increased by 24.7% year-over-year to RMB219.7 million (US$30.7 million) for the first nine months of 2019, as compared with RMB176.2 million for the first nine months of 2018. The increase was primarily associated with a headcount increase and an incentive-related salary raise for the Company’s marketing staff. Non-GAAP selling and marketing expenses for the first nine months of 2019 increased by 25.5% year-over-year to RMB216.5 million (US$30.3 million).

 

   

General and administrative expenses for the first nine months of 2019 were RMB220.3 million (US$30.8 million), an increase of 31.4% year-over-year, from RMB167.7 million for the first nine months of 2018. The increase was mainly attributable to (i) increased share-based compensation expenses associated with new option grants during the second quarter of 2019, (ii) an increase in personnel costs and rental costs associated with the Company’s expanding business and (iii) an increase in professional service fees related to acquisitions and the Company’s strategic projects. Non-GAAP general and administrative expenses for the first nine months of 2019 increased by 15.1% year-over-year to RMB186.2 million (US$26.1 million).

Operating Income and Operating Margin

Operating income for the first nine months of 2019 increased by 9.8% year-over-year to RMB162.1 million (US$22.7 million). Non-GAAP operating income1 for the first nine months of 2019 increased by 26.3% year-over-year to RMB212.4 million (US$29.7 million).

Operating margin for the first nine months of 2019 was 14.6%, compared with 16.1% for the same period of the prior year. Non-GAAP operating margin for the first nine months of 2019 was 19.1%, as compared with 18.3% for the same period of last year. The improvement in the operating margin was the result of improvements in the optimization of the Company’s selling and marketing resources and careful control of general and administrative expenses

Interest Expense

Interest expense for the first nine months of 2019 was RMB26.7 million (US$3.7 million), compared with RMB24.9 million for the same period of the prior year.

 

5


Other Income

Other income for the first nine months of 2019 was RMB9.2 million (US$1.3 million), as compared with RMB12.1 million for the same period of the prior year.

Income Tax Expense

Income tax expense for the first nine months of 2019 was RMB62.0 million (US$8.7 million), as compared with RMB47.0 million for the same period of the prior year. The increase was mainly due to non-deductible share-based compensation expenses recognized in 2019.

Net Income Attributable to RISE

Net income attributable to RISE for the first nine months of 2019 decreased by 13.0% to RMB97.0 million (US$13.6 million). Net margin attributable to RISE for the first nine months of 2019 decreased to 8.7% from 12.1% for the same period of the prior year. Non-GAAP net income attributable to RISE for the first nine months of 2019 increased by 11.5% year-over-year to RMB147.2 million (US$20.6 million). Non-GAAP net margin attributable to RISE1 declined to 13.2% for the first nine months of 2019 from 14.4% for the same period of the prior year.

EBITDA for the first nine months of 2019 increased by 10.0% to RMB221.0 million (US$30.9 million) from RMB200.9 million for the same period of the prior year. Adjusted EBITDA for the first nine months of 2019 increased by 23.5% year-over-year to RMB258.3 million (US$36.1 million) from RMB209.2 million for the same period of the prior year. Adjusted EBITDA margin increased to 23.2% for the first nine months of 2019, from 22.8% for the same period of the prior year.

Basic and Diluted Earnings per ADS

Basic and diluted net income attributable to RISE per ADS was RMB1.70 (US$0.24) and RMB1.68 (US$0.24), respectively, for the first nine months of 2019. Basic and diluted non-GAAP net income attributable to RISE per ADS was RMB2.58 (US$0.36) and RMB2.55 (US$0.36), respectively, for the first nine months of 2019.

Cash Flow

Net cash used by operating activities for the first nine months of 2019 was RMB48.0 million (US$6.7 million), as compared with RMB307.5 million of cash generated from operating activities for the same period of the prior year, mainly attributable to the change in tuition collection schedule mandated by government regulations.

Completion of the Share Repurchase Program

The Company’s Share Repurchase Program authorizing the Company to repurchase up to US$30 million of its outstanding ADSs, which was approved by its Board of Directors in November 2018, has completed. The Company has repurchased 1,158,741 ADSs on the open market, at an average price of US$8.66 per ADS, for an aggregate consideration of US$10.0 million.

Business Outlook

For the fourth quarter of 2019, the Company expects its total revenues to be in the range of RMB411 million to RMB418 million, representing a year-over-year growth rate of approximately 16% to 18%. 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 November 14, 2019 at 8:00 pm Eastern Time (or November 15, 2019 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:    #8147155

 

6


The replay will be accessible through November 21, 2019 by dialing the following numbers:

 

United States:    +1-646-254-3697
International:    +61-2-8199-0299
China Domestic:    400-6322-162
Hong Kong:    +852-3051-2780
Conference ID:    #8147155

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 RMB7.1477 to US$1.00, the noon buying rate in effect on September 30, 2019 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.

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.

Non-GAAP cost of revenues, non-GAAP operating expenses, including non-GAAP selling and marketing expenses and non-GAAP general and administrative expenses, provides the Company with an understanding of the results from the primary operations of the Company’s business by excluding the effects of certain transaction-related expenses that do not reflect the ordinary operating expenses of the Company’s operations and share-based compensation.

EBITDA, adjusted EBITDA, adjusted EBITDA margin and non-GAAP net income provide the Company with an understanding of the results from the primary operations of the Company’s business by excluding the effects of certain transaction-related expenses that do not reflect the ordinary EBITDA and net income of the Company’s operations.

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

Non-GAAP cost of revenues exclude relevant share-based compensation expenses and amortization of certain intangible assets (“IA”) acquired as part of the 2013 acquisition from cost of revenues. Non-GAAP operating income adds back share-based compensation expenses and amortization of certain intangible assets acquired as part of the 2013 acquisition. 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 and amortization of certain intangible assets acquired as part of the 2013 acquisition. EBITDA represents net income before interests, taxes, depreciation and amortization.

 

7


For more information on non-GAAP financial measures, please see the tables captioned “Reconciliations of non-GAAP financial measures to the nearest comparable GAAP measures.”

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 thirteen to eighteen, 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, macroeconomic conditions in China and government policies and regulations relating to its corporate structure, business and industry and their potential impact on its future business development, financial condition and results of operations. 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 annual report on Form 20-F for the year ended December 31, 2018.

Investor Relations Contact

Mei Li

RISE Education

Email: riseir@rdchina.net

Tel: +86 (10) 8559-9191

 

8


RISE EDUCATION CAYMAN LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

     As of  
     December 31     September 30     September 30  
     2018     2019     2019  
     RMB     RMB     USD  

ASSETS

      

Current assets:

      

Cash and cash equivalents

     1,288,080       907,851       127,013  

Restricted cash

     28,705       29,054       4,065  

Accounts receivable, net

     2,438       3,757       526  

Amounts due from related parties

     190       100,378       14,043  

Inventories

     11,320       7,988       1,118  

Prepaid expenses and other current assets

     71,537       67,965       9,508  
  

 

 

   

 

 

   

 

 

 

Total current assets

     1,402,270       1,116,993       156,273  

Property and equipment, net

     128,412       134,027       18,751  

Intangible assets, net

     198,057       208,527       29,174  

Long-term investment

       33,000       4,617  

Goodwill

     491,969       654,082       91,509  

Deferred tax assets

     6,713       21,600       3,022  

Other non-current assets

     53,353       53,528       7,489  

Operating lease right-of use assets

       646,804       90,491  
  

 

 

   

 

 

   

 

 

 

Total assets

     2,280,774       2,868,561       401,326  
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities:

      

Current portion of long-term loan

     82,506       137,593       19,250  

Accounts payable

     8,426       7,904       1,106  

Accrued expenses and other current liabilities

     159,882       159,953       22,378  

Deferred revenue and customer advances

     1,002,796       796,263       111,401  

Income taxes payable

     25,262       35,737       5,000  

Operating lease liabilities, current portion

       164,315       22,989  
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     1,278,872       1,301,765       182,124  
  

 

 

   

 

 

   

 

 

 

Long-term loan

     502,356       378,272       52,922  

Deferred revenue and customer advances

     36,037       35,319       4,941  

Deferred tax liabilities

     14,541       32,477       4,544  

Other non-current liabilities

     8,134       62,760       8,780  

Operating lease liabilities, non-current portion

       495,480       69,320  
  

 

 

   

 

 

   

 

 

 

Total liabilities

     1,839,940       2,306,073       322,631  
  

 

 

   

 

 

   

 

 

 

Shareholders’ equity:

      

Ordinary shares

     7,074       7,030       984  

Additional paid-in capital

     600,011       611,510       85,553  

Treasury shares, at cost

     (23,460     (39,235     (5,489

Statutory reserves

     78,345       78,345       10,961  

Accumulated deficit

     (248,674     (151,709     (21,225

Accumulated other comprehensive income

     42,459       39,390       5,511  
  

 

 

   

 

 

   

 

 

 

Total Rise Education Cayman Ltd shareholders’ equity

     455,755       545,331       76,295  
  

 

 

   

 

 

   

 

 

 

Non-controlling interests

     (14,921     17,157       2,400  
  

 

 

   

 

 

   

 

 

 

Total equity

     440,834       562,488       78,695  
  

 

 

   

 

 

   

 

 

 

Total liabilities, non-controlling interests and shareholders’ equity

     2,280,774       2,868,561       401,326  
  

 

 

   

 

 

   

 

 

 

 

9


RISE EDUCATION CAYMAN LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2018     2019     2019     2018     2019     2019  
     RMB     RMB     USD     RMB     RMB     USD  

Revenues

     347,395       411,143       57,521       917,720       1,113,225       155,746  

Educational programs

     277,333       333,327       46,634       773,527       944,766       132,177  

Franchise revenues

     35,613       45,363       6,347       97,037       123,338       17,256  

Others

     34,449       32,453       4,540       47,156       45,121       6,313  

Cost of revenues

     (163,883     (196,280     (27,461     (426,192     (511,095     (71,505
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     183,512       214,863       30,060       491,528       602,130       84,241  

Selling and marketing expenses

     (77,514     (83,278     (11,651     (176,194     (219,682     (30,735

General and administrative expenses

     (57,834     (65,759     (9,200     (167,730     (220,321     (30,824
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     48,164       65,826       9,209       147,604       162,127       22,682  

Interest income

     8,614       4,498       629       21,277       13,906       1,946  

Interest expense

     (8,602     (8,836     (1,236     (24,850     (26,684     (3,733

Foreign currency exchange loss

     (1,167     (941     (132     (1,022     (1,430     (200

Other income, net

     354       688       97       12,074       9,187       1,285  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income tax expense

     47,363       61,235       8,567       155,083       157,106       21,980  

Income tax expense

     (17,345     (24,047     (3,364     (47,028     (61,929     (8,664
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     30,018       37,188       5,203       108,055       95,177       13,316  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Add: net loss attributable to non-controlling interests

     2,872       2,174       304       3,398       1,788       250  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to RISE Education Cayman Ltd

     32,890       39,362       5,507       111,453       96,965       13,566  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per ordinary share:

            

Basic

     0.29       0.35       0.05       0.98       0.85       0.12  

Diluted

     0.28       0.34       0.05       0.96       0.84       0.12  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per ADS:

            

Basic

     0.57       0.70       0.10       1.96       1.70       0.24  

Diluted

     0.57       0.69       0.10       1.92       1.68       0.24  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Shares used in net income per ordinary share computation:

            

Basic

     114,414,306       112,960,292       112,960,292       113,628,906       114,302,033       114,302,033  

Diluted

     116,127,070       114,343,590       114,343,590       115,912,549       115,632,850       115,632,850  

ADSs used in net income per ADS computation:

            

Basic

     57,207,153       56,480,146       56,480,146       56,814,453       57,151,016       57,151,016  

Diluted

     58,063,535       57,171,795       57,171,795       57,956,275       57,816,425       57,816,425  

 

10


RISE EDUCATION CAYMAN LTD

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

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

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2018     2019     2019     2018      2019     2019  
     RMB     RMB     USD     RMB      RMB     USD  

Net income

     30,018       37,188       5,203       108,055        95,177       13,316  

Other comprehensive income, net of tax of nil:

             

Foreign currency translation adjustments

     (1,052     (2,467     (345     411        (3,069     (429
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Other comprehensive (loss)/income

     (1,052     (2,467     (345     411        (3,069     (429
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income

     28,966       34,721       4,858       108,466        92,108       12,887  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Add: comprehensive loss attributable to non-controlling interests

     2,872       2,174       304       3,398        1,788       250  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income attributable to RISE Education Cayman Ltd

     31,838       36,895       5,162       111,864        93,896       13,137  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

 

11


RISE EDUCATION CAYMAN LTD

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

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

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2018     2019     2019     2018     2019     2019  
    RMB     RMB     USD     RMB     RMB     USD  

Net income

    30,018       37,188       5,203       108,055       95,177       13,316  

Share-based compensation (“SBC”)

    2,452       4,705       658       8,338       37,335       5,224  

IA amortization arising from Bain acquisition

    4,279       4,415       618       12,284       12,945       1,811  

Non-GAAP net income

    36,749       46,308       6,479       128,677       145,457       20,351  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Add: net loss attributable to non-controlling interests

    2,872       2,174       304       3,398       1,788       250  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net income attributable to RISE Education Cayman Ltd

    39,621       48,482       6,783       132,075       147,245       20,601  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    30,018       37,188       5,203       108,055       95,177       13,316  

Add: Depreciation

    9,148       11,695       1,636       25,744       33,583       4,698  

Add: Amortization

    5,866       6,904       966       16,467       17,526       2,452  

Add: Interest expense

    8,602       8,836       1,236       24,850       26,684       3,733  

Add: Income tax expense

    17,345       24,047       3,364       47,028       61,929       8,664  

Less: Interest income

    8,614       4,498       629       21,277       13,906       1,946  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

    62,365       84,172       11,776       200,867       220,993       30,917  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

SBC

    2,452       4,705       658       8,338       37,335       5,224  

Adjusted EBITDA

    64,817       88,877       12,434       209,205       258,328       36,141  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenues

    163,883       196,280       27,461       426,192       511,095       71,505  

Personnel costs

    60,233       79,535       11,128       165,937       214,211       29,969  

Rental costs

    44,990       56,490       7,903       132,056       162,040       22,670  

Others

    58,660       60,255       8,430       128,199       134,844       18,866  

Less: SBC

    456       281       39       961       2,485       348  

Less: IA amortization arising from Bain acquisition

    3,488       3,599       504       10,013       10,552       1,476  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP cost of revenues

    159,939       192,400       26,918       415,218       498,058       69,681  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP gross profit

    187,456       218,743       30,603       502,502       615,167       86,065  

Selling and marketing expenses

    77,514       83,278       11,651       176,194       219,682       30,735  

Less: SBC

    105       487       68       1,401       742       104  

Less: IA amortization arising from Bain acquisition

    791       816       114       2,271       2,393       335  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP selling and marketing expenses

    76,618       81,975       11,469       172,522       216,547       30,296  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

General and administrative expenses

    57,834       65,759       9,200       167,730       220,321       30,824  

Less: SBC

    1,891       3,937       551       5,976       34,108       4,772  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP general and administrative expenses

    55,943       61,822       8,649       161,754       186,213       26,052  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expense

    135,348       149,037       20,851       343,924       440,003       61,559  

Less: SBC

    1,996       4,424       619       7,377       34,850       4,876  

Less: IA amortization arising from Bain acquisition

    791       816       114       2,271       2,393       335  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP operating expense

    132,561       143,797       20,118       334,276       402,760       56,348  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    48,164       65,826       9,209       147,604       162,127       22,682  

Add: SBC

    2,452       4,705       658       8,338       37,335       5,224  

Add: IA amortization arising from Bain acquisition

    4,279       4,415       618       12,284       12,945       1,811  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP operating income

    54,895       74,946       10,485       168,226       212,407       29,717  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

    0.69       0.86       0.12       2.32       2.58       0.36  

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

    0.68       0.85       0.12       2.28       2.55       0.36  

ADSs used in calculating net income per ADS-basic:

    57,207,153       56,480,146       56,480,146       56,814,453       57,151,016       57,151,016  

ADSs used in calculating net income per ADS-diluted:

    58,063,535       57,171,795       57,171,795       57,956,275       57,816,425       57,816,425  

Note 1: Each ADS represents two ordinary shares.

 

12