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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cibt Education Grp. Inc. Ordinary Shares (Canada) | AMEX:MBA | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Title of each class
|
Name of each exchange on which registered
|
|
Common shares
|
Toronto Stock Exchange, NYSE MKT LLC
|
5 | |
5 | |
5 | |
5 | |
25 | |
59 | |
59 | |
82 | |
98 | |
100 | |
101 | |
102 | |
118 | |
118 | |
118 | |
118 | |
118 | |
118 | |
120 | |
120 | |
121 | |
122 | |
122 | |
122 | |
126 | |
126 | |
127 | |
127 | |
127 | |
127 | |
129 | |
131 |
●
|
statements contained in “Risk Factors”;
|
●
|
statements contained in “Operating and Financial Review and Prospects” and the notes to our consolidated financial statements, such as the potential impact of exchange rate fluctuations and potential changes in and effects of government regulation on our business; and estimates in our critical accounting policies;
|
●
|
statements contained in “Information on the Company” concerning our strengths, business strategies, competitiveness, teacher recruiting and retention and compliance with applicable law, rules and regulations; and
|
●
|
statements throughout concerning our legal structure and the regulation of our business.
|
●
|
our anticipated strategies for growth;
|
●
|
our ability to manage our planned growth and integrate new business opportunities into our existing operations;
|
●
|
our need for additional capital to expand our operations;
|
●
|
our dependence on key personnel, CIBT center facility providers and educational service providers;
|
●
|
our ability to compete effectively with competitors that have greater financial, marketing and other resources;
|
●
|
risks involving the Chinese legal system, tax system, and foreign currency limitation; and
|
●
|
risks related to government regulations and approvals of private providers of educational services in China.
|
High
|
Low
|
Average
|
||||||||||
December 2012
|
0.9951 | 0.9841 | 0.9895 | |||||||||
November 2012
|
1.0029 | 0.9927 | 0.9970 | |||||||||
October 2012
|
1.0003 | 0.9763 | 0.9872 | |||||||||
September 2012
|
0.9901 | 0.9710 | 0.9783 | |||||||||
August 2012
|
1.0061 | 0.9862 | 0.9924 | |||||||||
July 2012
|
1.0215 | 1.0014 | 1.0142 |
Average
|
||||
Year ended August 31, 2012
|
1.0090 | |||
Year ended August 31, 2011
|
0.9888 | |||
Year ended August 31, 2010
|
0.9579 | |||
Year ended August 31, 2009
|
0.8502 | |||
Year ended August 31, 2008
|
0.9937 |
Year Ended
August 31,
2012
|
Year Ended
August 31,
2011
|
|||||||
Consolidated Income Statement Data
(1)
|
(C$) |
(C$)
|
||||||
Revenues
|
57,968,687 | 58,575,126 | ||||||
Direct costs
|
27,152,681 | 27,604,802 | ||||||
Other expenses
|
31,407,156 | 34,806,365 | ||||||
Income (loss) from operations
|
6,294,207 | (2,349,172 | ) | |||||
Other income (expenses)
|
(104,292 | ) | (6,470,385 | ) | ||||
Income (loss) before income taxes
|
(695,442 | ) | (10,306,426 | ) | ||||
Income tax recovery (provision)
|
(118,446 | ) | 843,505 | |||||
Non-controlling interests
|
368,656 | 350,861 | ||||||
Net income (loss)
|
(813,888 | ) | (9,462,921 | ) | ||||
Basic and diluted earnings (loss) per share
|
(0.01 | ) | (0.14 | ) |
As at
August 31,
2012
|
As at
August 31,
2011
|
|||||||
Consolidated Balance
Sheet Data
|
(C$) |
(C$)
|
||||||
Current assets
|
18,136,713 | 16,577,428 | ||||||
Current liabilities
|
24,850,224 | 21,428,041 | ||||||
Working capital (deficit)
|
(6,713,511 | ) | (4,850,613 | ) | ||||
Other assets
|
26,615,048 | 25,501,147 | ||||||
Total assets
|
44,751,761 | 42,078,575 | ||||||
Capital lease obligations
|
575,456 | 249,132 | ||||||
Long-term debt
|
31,520 | 34,232 | ||||||
Total liabilities
|
27,648,908 | 23,778,138 | ||||||
Share capital
|
48,182,766 | 48,182,766 | ||||||
Non-controlling interests
|
1,264,935 | 1,145,567 | ||||||
Total equity
|
17,102,853 | 18,300,437 | ||||||
Number of common shares outstanding
|
71,949,344 | 71,949,344 |
Year Ended
August 31,
2010
|
Year Ended
August 31,
2009
|
Year Ended
August 31,
2008
|
||||||||||
Consolidated Income Statement Data
(1)
|
|
|||||||||||
Revenues
|
55,954,852 | 44,550,958 | 31,161,279 | |||||||||
Direct costs
|
20,670,302 | 16,234,348 | 12,067,789 | |||||||||
Other expenses
|
33,669,709 | 27,731,472 | 22,625,691 | |||||||||
Income (loss) from operations
|
1,614,841 | 585,138 | (3,532,201 | ) | ||||||||
Other income (expenses)
|
(3,027,643 | ) | 193,213 | (1,124,461 | ) | |||||||
Income (loss) before income taxes
|
(1,412,802 | ) | 778,351 | (4,589,071 | ) | |||||||
Income tax recovery (provision)
|
2,365,055 | (285,241 | ) | (351,432 | ) | |||||||
Non-controlling interests
|
(369,883 | ) | (477,103 | ) | (109,155 | ) | ||||||
Net income (loss)
|
582,370 | 16,007 | (5,049,678 | ) | ||||||||
Basic and diluted earnings (loss) per share
|
0.01 | 0.00 | (0.09 | ) |
(1)
|
We have not declared any dividends during the periods presented.
|
As at
August 31,
2010
|
As at
August 31,
2009
|
As at
August 31,
2008
|
||||||||||
Consolidated Balance
Sheet Data
|
(C$) | (C$) |
(C$)
|
|||||||||
Current assets
|
24,523,282 | 22,015,521 | 18,393,197 | |||||||||
Current liabilities
|
26,359,720 | 21,574,878 | 18,217,681 | |||||||||
Working capital (deficit)
|
(1,836,438 | ) | 440,643 | 175,516 | ||||||||
Other assets
|
30,446,056 | 25,506,171 | 25,424,368 | |||||||||
Total assets
|
54,969,338 | 47,521,692 | 43,817,565 | |||||||||
Capital lease obligations
|
222,810 | 291,220 | 176,143 | |||||||||
Long-term debt
|
36,724 | 44,327 | 10,322 | |||||||||
Non-controlling interests
|
1,327,126 | 1,198,606 | 1,345,065 | |||||||||
Total liabilities and non-controlling interests
|
27,946,380 | 24,850,638 | 21,322,758 | |||||||||
Share capital
|
47,709,836 | 44,350,606 | 44,350,606 | |||||||||
Shareholders’ equity
|
27,022,958 | 22,671,054 | 22,494,807 | |||||||||
Number of common shares outstanding
|
69,226,011 | 64,109,297 | 44,350,606 |
Year Ended
August 31,
2010
|
Year Ended
August 31,
2009
|
Year Ended
August 31,
2008
|
||||||||||
Consolidated Income Statement Data
(1)
|
(C$) | (C$) |
(C$)
|
|||||||||
Revenues
|
55,954,852 | 44,550,958 | 31,161,279 | |||||||||
Income (loss) from operations
|
1,614,841 | 585,138 | (3,532,201 | ) | ||||||||
Net income(loss)
|
273,599 | 16,007 | (5,905,655 | ) | ||||||||
Basic and diluted earnings (loss) per share
|
0.01 | 0.00 | (0.10 | ) |
(1)
|
We have not declared any dividends during the periods presented.
|
As at
August 31,
2010
|
As at
August 31,
2009
|
As at
August 31,
2008
|
||||||||||
Consolidated
Balance Sheet Data
|
|
|||||||||||
Total assets
|
54,690,276 | 47,521,692 | 43,817,565 | |||||||||
Total liabilities and non-controlling interests
|
26,648,963 | 23,652,032 | 19,977,691 | |||||||||
Share capital
|
47,709,836 | 44,350,606 | 44,350,606 | |||||||||
Shareholders’ equity
|
28,041,313 | 23,869,660 | 23,839,874 | |||||||||
Number of common shares outstanding
|
69,226,011 | 64,109,297 | 44,350,606 |
●
|
maintaining the consistency of our teaching quality and our culture to ensure that recognition of our brands does not suffer;
|
●
|
improving our existing operational, administrative and technological systems and our internal control over financial reporting;
|
●
|
recruiting, training and retaining additional qualified instructors and management personnel as well as other administrative and sales and marketing personnel, particularly as we expand into new markets; and
|
●
|
continuing to market the CIBT and Sprott-Shaw brands to recruit new students for existing and future learning centers.
|
●
|
levying fines;
|
●
|
revoking our business licenses and other approvals;
|
●
|
requiring us to restructure our ownership or operations; and
|
●
|
requiring us to discontinue any portion or all of our education business in China.
|
1.
|
CIBT, which conducts operations primarily in China and in which we currently hold a 100% ownership interest;
|
2.
|
Sprott-Shaw, which operates primarily in Canada and with a presence in Asia and the Middle East, in which we acquired a 100% ownership interest on December 17, 2007; and
|
3.
|
the KGIC Colleges, which are comprised of KGIC Business College (2010) Corp. and KGIC Language College (2010) Corp., our wholly-owned subsidiaries that operate primarily in Canada, and were organized in connection with the acquisition of substantially all of the assets of KGIC on March 15, 2010.
|
Subsidiary
|
Date of Incorporation
|
Country of Incorporation
|
Percentage of Ownership
|
Principal Business
|
CIBT
|
February 9, 1994
|
British Columbia, Canada
|
100%
|
Provider of education and training services primarily in China
|
Sprott-Shaw
|
December 7, 2007
|
British Columbia, Canada
|
100%
|
Holding company of Sprott-Shaw Community College, Sprott-Shaw Degree College and Sprott-Shaw International Language College and provider of education and training services primarily in Canada and parts of Asia
|
KGIC Business College (2010) Corp.
|
February 22, 2010
|
British Columbia, Canada
|
100%
|
Provider of business education and training services in Canada
|
KGIC Language College (2010) Corp.
|
February 22, 2010
|
British Columbia, Canada
|
100%
|
Provider of English language education and training services primarily in Canada
|
IRIX
|
October 5, 1994
|
British Columbia, Canada
|
51%
|
Provider of graphic design, marketing and advertising services in Canada, Hong Kong and the U.S.
|
●
|
further integrate the assets and personnel of KGIC into our operations, especially KGIC’s network of international recruiting offices and agents in order to continue to grow Sprott-Shaw’s international student population;
|
●
|
evaluate and, if desirable, complete the acquisition of Linkman that was previously announced on January 9, 2013, integrate the business and assets acquired into our existing operations, and consider the potential acquisition of other assets or businesses that will support our current operations;
|
●
|
continue to consolidate and streamline the operations of CIBT, Sprott-Shaw and KGIC, which will include termination of redundant staff and resources among subsidiary schools;
|
●
|
continue building a network of new CIBT GLN Centers in additional Asian cities, and further develop our current program offerings, campuses and CIBT GLN Center locations;
|
●
|
increase revenues by increasing student enrollments at our campuses and CIBT GLN Center locations;
|
●
|
expand the presence of Sprott-Shaw and KGIC in Asia through our CIBT GLN Centers;
|
●
|
enhance our product offerings by increasing our focus on the college preparation market and high school preparation market;
|
●
|
increase the conversion rates of English language students at KGIC (and all of our other schools) who subsequently enroll in longer certificate or degree-granting programs at Sprott-Shaw and other schools within our system;
|
●
|
continue to develop closer marketing and cross-selling relationships between Sprott-Shaw, CIBT and KGIC in order to encourage more Chinese and foreign students to come to Sprott-Shaw’s Canadian campuses to study;
|
●
|
maintain strong relationships with our CIBT GLN Center and campus location facility and educational service providers, as well as with the Chinese authorities; and
|
●
|
continue to promote our businesses and brands.
|
(a)
|
Traditional Campus settings (that we call “campuses”);
|
(b)
|
Mini-campuses, or Centers, located in urban & remote locations (that we call “centers”);
|
(c)
|
GLN Centers located in partner institution campuses (where we enter into arrangements with other educational institutions and organizations in China, Canada and other countries in order to construct a facility within the partner institution’s facility to offer our curriculum and courses using video-conferencing technology);
|
(d)
|
Joint Program Schools (where we enter into arrangements with other educational institutions and organizations in China, Canada and other countries in order to share their facilities, resources and programs under a revenue sharing arrangement);
|
(e)
|
International recruiting offices (which house our recruitment personnel and marketing agents in foreign countries, which personnel recruit international students and provide student services to support them); and
|
(f)
|
Corporate offices (where administrative functions take place).
|
Subsidiary Name
|
Campuses
|
Centers
|
Joint Program
Schools
|
International
Recruiting Offices
|
Corporate
Offices
|
Total
|
Full scale
teaching
facility
|
Small scale
teaching
facilities
|
Programs offered
at other
academic
institutions.
|
International
marketing and
recruiting
offices
|
Headquarters
and
administrative
offices
|
||
CIBT
|
1
|
4
|
25
|
0
|
3
|
33
|
Sprott-Shaw
|
13
|
3
|
1
|
0
|
1
|
18
|
KGIC Colleges
|
8
|
1
|
0
|
5
|
0
|
14
|
TOTAL
|
22
|
8
|
26
|
5
|
4
|
65
|
●
|
CIBT Beihai International College, China (associate degree granted by a Chinese college)
|
●
|
CIBT School of Business, China (business and vocational schools)
|
●
|
Sprott-Shaw Degree College Corp, Canada (Bachelor degree college/university)
|
●
|
Sprott-Shaw Community College, Canada (career and vocational college)
|
●
|
KGIC (2010) Language College, Canada (ESL and other English language school)
|
●
|
KGIC (2010) Business College, Canada (hotel and business school)
|
Subsidiary Name
|
Campuses
|
GLN
Centers
|
Joint Program
Schools
|
International
Recruiting Offices
|
Corporate
Offices
|
Total
|
CIBT
|
1
|
4
|
25
|
0
|
3
|
33
|
Campus
|
Location
|
CIBT Beihai International College
|
Weifang, Shandong province, China
|
Centers
|
CIBT GLN Centers
|
Location
|
Guangzhou CIBT GLN Center, China
|
Guangzhou University
|
Guangzhou, Guangdong Province, China
|
Jinhua CIBT GLN Center, China
|
Jinhua Career & Technical College
|
Jinhua, Zhejiang Province, China
|
Zhangzhou, CIBT GLN Center, China
|
Zhangzhou Normal University
|
Zhangzhou, Fujian Province, China
|
Weifang CIBT GLN Center, China
|
Weifang Technician College
|
Weifang, Shandong Province, China
|
Joint Program Schools
|
Location
|
Baotou Normal University
|
Baotou, Inner Mongolia
|
Beijing Gucheng Tourism Vocational College
|
Beijing
|
Beijing Language and Culture University
|
Beijing
|
China International Travel Service
|
Beijing
|
Chongqing Light Industry Polytechnic College
|
Chongqing
|
China Central Radio & TV University
|
Beijing
|
Grand Skylight Catic Hotel Beijing
|
Beijing
|
Guangzhou University, Guangdong Boya
|
Guangzhou, Guangdong
|
Guangdong Zhaoqing College
|
Zhaoqing, Guangdong
|
Guizhou Puruisiting Hotel Management Company
|
Guizhou
|
Guizhou Xingke Hotel Management Company
|
Guizhou
|
Hainan College of Business and Economics
|
Hainan
|
Hainan Labor Bureau HR Development
|
Hainan
|
Hangzhou Xingang Education Training Corporation
|
Hangzhou, Zhejiang
|
Zhejiang University
|
Zhejiang
|
Hebei Radio & TV University
|
Hebei
|
Henan Radio & TV University
|
Henan
|
Xiangxi Congwen Education Group
|
Xiangxi
|
Ningbo Vocational and Technology College
|
Ningbo
|
Nuoshan Investment Consulting Company
|
Nuoshan
|
Ordos Vocational High School
|
Inner Mongolia
|
Phoenix Hotel Management Company
|
Guangzhou, Guangdong
|
Shanghai Huamao Learning Institute
|
Shanghai
|
Hebei Normal University
|
Hebei
|
Taiyuan Foreign Language Association
|
Taiyuan, Shanxi
|
Whampoa University of Beijing
|
Beijing
|
Wuhan Chutian Education Consulting Company
|
Wuhan, Hubei
|
Yunnan Education Exchange Centre
|
Yunnan
|
Joint Program Schools
|
Location
|
CIBT AHL-EI Joint Program at Kunming Center
|
Kunming, Yunnan Province
|
CIBT AHL-EI Joint Program in Guizhou
|
Guizhou, Guizhou Province
|
CIBT AHL-EI Joint Program at Beijing Hospitality Institute
|
Beijing
|
CIBT AHL-EI Joint Program in Chongqing
|
Chongqing, Sichuan Province
|
CIBT AHL-EI Joint Program at Sichuan University-Suzhou
|
Suzhou, Jiangsu Province
|
CIBT AHL-EI Joint Program in Sichuan-Chengdu
|
Chengdu, Sichuan Province
|
CIBT AHL-EI Joint Program in Changsha
|
Changsha, Hunan Province
|
CIBT AHL-EI Joint Program in Shengyang
|
Shenyang, Liaoning Province
|
CIBT AHL-EI Joint Program in Sanya
|
Sanya, Hainan Province
|
CIBT AHL-EI Joint Program in Shenzhen
|
Shenzhen, Guangdong Province
|
CIBT AHL-EI Joint Program in Wuhan
|
Wuhan, Hubei Province
|
CIBT AHL-EI Joint Program in Zhengzhou
|
Zhengzhou, Henan Province
|
CIBT AHL-EI Joint Program in Shenzhen Fuyou
|
Shenzhen, Guangdong Province
|
CIBT AHL-EI Joint Program in Guangzhou
|
Guangzhou, Guangdong Province
|
Offices
|
Location
|
Global Corporate Headquarters Office
|
Vancouver, British Columbia, Canada
|
Beijing Office
|
Beijing, China
|
Weifang Office
|
Weifang, Shandong Province, China
|
Subsidiary Name
|
Campuses
|
Centers
|
Joint Program
Schools
|
International
Recruiting Offices
|
Corporate
Offices
|
Total
|
Sprott-Shaw
|
13
|
3
|
1
|
0
|
1
|
18
|
Campus
|
Location
|
Port Coquitlam Head Office
|
Port Coquitlam, British Columbia, Canada
|
Abbotsford
|
Abbotsford, British Columbia, Canada
|
East Vancouver
|
East Vancouver, British Columbia, Canada
|
Kamloops
|
Kamloops, British Columbia, Canada
|
Maple Ridge
|
Maple Ridge, British Columbia, Canada
|
Nanaimo
|
Nanaimo, British Columbia, Canada
|
New Westminster
|
New Westminster, British Columbia, Canada
|
Penticton
|
Penticton, British Columbia, Canada
|
Prince George
|
Prince George, British Columbia, Canada
|
Surrey
|
Surrey, British Columbia, Canada
|
Vancouver (Downtown)
|
Vancouver, British Columbia, Canada
|
Vernon
|
Vernon, British Columbia, Canada
|
Victoria
|
Victoria, British Columbia, Canada
|
Centers
|
Facility Provider
|
Location
|
Quezon SSCC Center, Philippines
|
Far Eastern University
|
Quezon, Philippines
|
Manila SSCC Center, Philippines
|
Far Eastern University
|
Manila, Philippines
|
Silang SSCC Center, Philippines
|
Far Eastern University
|
Silang, Philippines
|
Joint Program Schools
|
Location
|
Status
|
Sprott-Shaw Jordan Joint Program
|
Amman, Jordan
|
Operating
|
Sprott-Shaw Vietnam Joint Program
|
Hanoi, Vietnam
|
In Development
|
Subsidiary Name
|
Campuses
|
CIBT Centers
|
Joint Program Schools
|
International Recruiting Offices
|
Corporate Offices
|
Total
|
KGIC Colleges
|
8
|
1
|
0
|
5
|
0
|
14
|
Campus
|
Size (Square Feet)
|
Location
|
KGIC Vancouver Campus
|
22,295
|
Vancouver, British Columbia, Canada
|
KGIC Vancouver Business College Campus
|
14,071
|
Vancouver, British Columbia, Canada
|
KGIC & KGI Business College Victoria Campus
|
10,961
|
Victoria, British Columbia, Canada
|
KGIC Surrey Campus
|
9,152
|
Surrey, British Columbia, Canada
|
KGIC Toronto ESL Campus
|
12,435
|
Toronto, Ontario, Canada
|
KGIC Toronto Business Campus
|
8,610
|
Toronto, Ontario, Canada
|
KGIC & KGIBC Overflow Melville Campus
|
4,665
|
Vancouver, British Columbia, Canada
|
KGIC Halifax Campus
|
5,007
|
Halifax, Nova Scotia, Canada
|
KGIC Center
|
Size (Square Feet)
|
Location
|
Northern State University – KGIC Center
|
1,200
|
Tahlequah, Oklahoma, United States
|
Academic Partners List
|
|||
Country
|
Academic Partner
|
Types of Programs
|
Subsidiary
|
Australia
|
La Trobe University
|
2+2 Bachelor Degree Program
|
CIBT
|
William Blue College
|
2+2 Bachelor Degree Program
|
CIBT
|
|
La Trobe University
|
University Prep Program
|
CIBT
|
|
University of New South Wales
|
University Prep Program
|
CIBT
|
|
University of Wollongong
|
University Prep Program
|
CIBT
|
|
University of South Australia
|
University Prep Program
|
CIBT
|
|
Macquarie University
|
University Prep Program
|
CIBT
|
|
Canada
|
Thompson Rivers University`
|
2+2 Bachelor Degree Program
|
CIBT
|
Sprott-Shaw Degree College
|
2+2 Bachelor Degree Program
|
CIBT
|
|
York University
|
University Prep Program
|
CIBT
|
|
Seneca College, Toronto
|
University Prep Program
|
KGIC
|
|
Centennial College, Toronto
|
University Prep Program
|
KGIC
|
|
Algonquin College, Ottawa
|
University Prep Program
|
KGIC
|
|
Sheridan College, Oakville, Toronto
|
University Prep Program
|
KGIC
|
|
University of PEI
|
University Prep Program
|
KGIC
|
|
University of New Brunswick
|
University Prep Program
|
KGIC
|
|
University of Victoria, BC
|
University Prep Program
|
KGIC
|
Academic Partners List
|
|||
Country
|
Academic Partner
|
Types of Programs
|
Subsidiary
|
China
|
Jinhua Career & Technical College
|
English Training, Business Program
|
CIBT
|
Zhangzhou Normal University
|
English Training, Business Program
|
CIBT
|
|
Weifang Technician College
|
Automotive Program
|
CIBT
|
|
Weifang University
|
English Training, IT Programs,
Automotive Training Programs,
Corporate and Executive Training,
Business Admin,
Accounting Program
|
CIBT
|
|
Kunming Youzi Training Centre
|
AHL-EI Program
|
CIBT
|
|
Guizhou China Tourism Corp.
|
AHL-EI Program
|
CIBT
|
|
Beijing Hospitality Institute
|
AHL-EI Program
|
CIBT
|
|
Chongqing Jinxiuqiancheng Education Consulting Company Ltd.
|
AHL-EI Program
|
CIBT
|
|
Sichuan University Suzhou Academy
|
AHL-EI Program
|
CIBT
|
|
Changsha Liyou Education Consulting Company Ltd.
|
AHL-EI Program
|
CIBT
|
|
Shenyang Bohiu Education Training Center
|
AHL-EI Program
|
CIBT
|
|
Sanya Tech Vocational College
|
AHL-EI Program
|
CIBT
|
|
Shenzhen Qijian International Hotel Training Institute
|
AHL-EI Program
|
CIBT
|
|
Wuhan Jinhe Hotel Management Company Ltd.
|
AHL-EI Program
|
CIBT
|
|
Zhengzhou Junyue Culture Media Company Ltd.
|
AHL-EI Program
|
CIBT
|
|
Shenzhen Fuyou International Education Investment Company Ltd.
|
AHL-EI Program
|
CIBT
|
|
CIBT Beijing School of Business
|
2+2 Business Program
|
SSDC
|
|
Canadian-Jordanian Institute
|
Business Programs
|
SSDC
|
|
Jordan
|
Help University College
|
2+2 Bachelor Degree Program
|
CIBT
|
Malaysia
|
Hanze University Cronigen
|
2+2 Bachelor Degree Program
|
CIBT
|
Netherlands
|
UNITECH Institute of Technology
|
2+2 Bachelor Degree Program
|
CIBT
|
New Zealand
|
Maridian International Business & Arts College
|
2+2 Bachelor Degree Program
|
CIBT
|
Philippines
|
Far Eastern University
|
Allied Health Care, Hotel and Tourism Management
|
SSDC
|
Manuel S. Enverga University Foundation
|
Allied Health Care, Hotel and Tourism Management
|
SSDC
|
|
Treston International College
|
Hotel and Tourism Management, Accounting/information technology, international trade and business
|
SSDC
|
|
University of Baguio
|
Hotel and Tourism Management
|
SSDC
|
|
International Hotel Management School
|
2+2 Bachelor Degree Program
|
CIBT
|
Academic Partners List
|
|||
Country
|
Academic Partner
|
Types of Programs
|
Subsidiary
|
Switzerland
|
The University of Portsmouth
|
2+2 Bachelor Degree Program
|
CIBT
|
United Kingdom
|
London Hotel School
|
2+2 Bachelor Degree Program
|
CIBT
|
University of Derby
|
2+2 Bachelor Degree Program
|
CIBT
|
|
Lancaster University
|
University Prep Program
|
CIBT
|
|
Bangor University
|
University Prep Program
|
CIBT
|
|
University of Essex
|
University Prep Program
|
CIBT
|
|
Swansea University
|
University Prep Program
|
CIBT
|
|
Portsmouth University
|
University Prep Program
|
CIBT
|
|
California State University, Sacramento
|
2+2 Bachelor Degree Program
|
CIBT
|
|
United States
|
Detroit University Mercy
|
2+2 Bachelor Degree Program
|
CIBT
|
Johnson and Wales University
|
2+2 Bachelor Degree Program
|
CIBT
|
|
Purdue University
|
University Prep Program
|
CIBT
|
|
University of California
|
University Prep Program
|
CIBT
|
|
Michigan State University
|
University Prep Program
|
CIBT
|
|
Detroit University Mercy
|
University Prep Program
|
CIBT
|
|
Kansas State University
|
University Prep Program
|
CIBT
|
|
Patten University
|
Pre-Masters Program
|
CIBT
|
|
Northeastern State University Oklahoma
|
Pre-Masters Program
|
CIBT
|
|
Wyotech Institute
|
Automotive Training Programs
|
CIBT
|
|
National University, San Diego
|
University Prep Program
|
KGIC
|
|
Antioch University
|
2+2 Business Program
|
SSDC
|
|
Lawrence Technological University
|
Pre-EMBA Program
|
SSDC
|
|
AHL-EI (American Hotel and Lodging Educational Institute)
|
Hotel and Tourism Management
|
SSDC
|
Name of Program
|
Duration of Program
|
Description
|
Automotive Technical Training Programs
(auto training programs)
|
From three months
to three years
|
CIBT’s auto training program is designed to teach students how to disassemble, inspect and assemble engines and accessories, cooling systems, transmissions and clutches, drive lines, and braking and suspension systems. Differing numbers of courses are provided depending on the duration of study. This program includes a short-term program (three months), a mid-term program (eighteen months) and a three-year program.
|
English Program
|
From one month
to four months
|
CIBT’s English program is intended to assist students to develop listening and speaking skills and recognize and practice grammatical structures and sentence patterns. CIBT offers two different schedules for this program, a one month intensive program, or a weekends-only program that is conducted over the course of four months.
|
English Teacher Program
|
From three to nine months
|
CIBT provides a program to English instructors with high-intermediate to advanced proficiency in English. The program focuses on topics inspired by current language teaching approaches, methods and practices and is designed to meet the changing needs and interests of students.
|
Hotel Management Program
|
From one to three years
|
CIBT’s hotel management program is designed to teach students all aspects of hotel management, including rooms, food and beverage, culinary, marketing and sales, conferences and catering. CIBT offers general courses such as business communications and computer skills to ensure students meet industry demand regarding technical and interpersonal skills.
|
Accounting Program
|
Three years
|
CIBT’s accounting program gives students the financial and planning information to solve management problems and provides the necessary skills to help students develop, improve, and implement operating procedures in a management accounting context.
|
Name of Program
|
Duration of Program
|
Description
|
Business Program – Bachelor of Business Administration
|
Four years
|
The Bachelor of Business Administration provides concentrations in the following functional areas of business: Accounting, Finance, Production, Marketing, Industrial Relations, Law and Human Resources Management. Additional concentrations in Marketing and Human Resources are also available.
|
Bachelor of Business Administration – Accounting Concentration
|
Four years
|
Graduates of a Sprott-Shaw Bachelor of Business Administration – Accounting Concentration program are given transfer credits into the CGA (Certified General Accountant) Program up to Level 4.
|
Business Program – Diploma
|
12 to 45 weeks
|
Programs offered within the Faculty of Business include: Administrative Assistant, Legal Secretary, Medical Office Assistant, Advanced Business Management & E-Commerce, Business Administration, Business Office Concepts, Marketing & Sales Essentials, Payroll Administrator, Professional Business Management, Tourism Hospitality Management and Flight Attendant.
|
Advanced Diploma in Business Administration (ADBA)
|
Two Years
|
Students who would like to complete only the first two years of the BBA program may receive the Advanced Diploma in Business Administration (ADBA)
|
Health Sciences & Social Development – Diploma
|
27 to 50 weeks
|
The Faculty of Health Science & Social Development provides programs in: Community Support Worker (Assisted Living and Social Services), Early Childhood Education (Basic and Post-Basic), Pharmacy Technician, Practical Nursing, Resident Care Attendant and Spa Body Therapy.
|
Trades & Applied Technology – Diploma
|
26 weeks to 1 year
|
The Faculty of Trades & Applied Technology provides the following programs: Residential Construction Framing Technician, Construction Electrician – Level 1 and 2, and Electrical Apprentice Training.
|
International Studies
|
25 to 45 weeks
|
International Studies provide programs in International Hospitality Management, International Trade & Business Management, and International Trade Diploma.
|
Accelerated Programs
|
12 to 24 weeks
|
Accelerated Programs include Business Management & E-Commerce, Business Administration, Legal Secretary, Medical Office Assistant, Pharmacy Technician, Professional Business Management, Tourism and Hospitality Management, and Payroll Administrator.
|
Name of Program
|
Duration of Program
|
Description
|
Advanced Business Management
Diploma Program
|
52 weeks
|
This program formally integrates a student's academic studies with paid or unpaid work experience at companies in Canada, and is designed for those students who wish to gain practical experience in the field of business during their studies.
|
Business Management Diploma and Certification Programs
|
3 to 25 weeks
|
The Business Management Program offers both experienced professionals and newcomers to business the chance to prepare for a successful career. The global focus and broad selection of module topics provides students with a range of different specialties, thereby allowing them to discover which areas they are best suited to. Programs include field trips and expert industry guest speakers.
|
Interpreting and Translation – Korean
Diploma Program
|
8 weeks
|
Interpreting and Translation - Korean (“IT-K”) is designed to provide students with the competitive edge they need to find employment in the international business field. Our translation programs are taught by a team of native Canadian English speakers and qualified Korean multi-lingual instructors, and include a one-on-one counseling component to discuss individual progress and performance.
|
Business Interpreting and Translation – Korean Diploma Program
|
4 weeks
|
Business Interpreting and Translation enables students to use interpreting and translation techniques to discuss common business topics, such as sales and marketing, in order to improve the quality of business communication and correspondence. This program offers extensive lessons in vocabulary, grammar, speaking, reading comprehension and writing. Content is tailored to Korean students to better prepare them for careers in the business world.
|
English Preparation for Teachers
Certificate Program
|
4 weeks
|
English Preparation for Teachers is a program with targeted English development for ESL/EFL teachers. This program also serves as a refresher for practicing teachers, and builds classroom management language and corrects common grammatical errors.
|
Teaching English to Speakers of Other Languages
Certificate Program
|
4 to 8 weeks
|
TESOL is the original program and the definitive course to learn how to teach English to speakers of other languages. This four week intensive program covers the four mains skills (listening, speaking, reading and writing), as well as the key systems (lexis, phonology and grammar) inherent in language teaching. On completion of this course graduates will have the knowledge and skills to step into the classroom as instructors.
|
TESOL for Children
Diploma Program
|
4 to 8 weeks
|
TESOL for Children is a highly practical course that fully prepares its graduates for the challenging job of teaching English to children. This four week intensive program builds on the skills developed in TESOL as all of the TESOL subjects are explored from the perspective of teaching to children. On learning about physical, cognitive and emotional development, students can then apply that knowledge to teaching topics like reading, writing and phonics. The course also covers the effective use of games, songs, chants and drama to motivate children for long term learning. On completion of this course graduates will be ready to instruct children learning English as a second language in a wide variety of situations.
|
Name of Program | Duration of Program | Description |
TESOL for Middle School Diploma Program
|
4 to 8 weeks
|
TESOL for Middle School is a demanding, yet practical course that prepares graduates to teach elementary, middle and high school students. This program builds upon the techniques and skills students learn in TESOL. Students prepare and deliver two content-based micro-teaching lessons in the areas of Science and Geography, then complete a final ESL/content-based integrated micro-teaching lesson. This program also features many opportunities for students to learn and practice their English speaking skills, especially the language commonly used in a classroom situation.
This course also prepares students who wish to take the TKT Cambridge Exam, a test focusing on examining primary, secondary and adult learning teaching knowledge for teachers seeking employment in these areas.
|
TESOL-Adult
Diploma Program
|
4 to 8 weeks
|
TESOL for Adults is a program that provides comprehensive teacher-training by blending theory and practical skills. This intensive program gives our trainees the opportunity to learn many types of teaching styles and techniques as a method of building confidence to teach English, and to provide students with a greater appreciation of the teaching profession. On completion of this course, graduates will have been guided through a process of becoming knowledgeable and dedicated instructors and meet the rising standards of professional development in the ESL industry.
|
TESOL-Advanced
Diploma Program
|
4 to 8 weeks
|
TESOL Advanced is the program required to become a TESL Canada certified teacher, and requires a higher level of English proficiency, reflected by more challenging entrance requirements. The course uses the same curriculum and textbooks as the regular TESOL program, but the assessments are more challenging and the practicum requirement is for a higher number of teaching hours.
|
TESOL for Test Preparation
Diploma Program
|
4 to 8 weeks
|
This course covers the methodology and planning that can be applied to teaching any standardized English language exam. Different types of tests and testing questions are examined in the four skills of reading, listening, speaking, and writing. The exam-specific sections of the course focus on two of the most important academic tests in English language proficiency: the TOEFL iBT and IELTS Academic exam. Course participants are required not only to demonstrate their ability to teach exam preparation classes, but also to show they understand the format, testing points, and scoring systems of these two tests.
|
Power Speaking and Modern Media
Diploma & Certification Programs
|
4 to 8 weeks
|
The Power Speaking and Modern Media program offers training in public speaking and the media and is designed to improve communication skills while exploring the world of modern media. The program uses current events, popular culture, movies and television to help students express themselves with confidence, ease and accuracy. This program also offers students the chance to develop professional presentation skills.
PMM students are offered the ACTFL OPic speaking test at the end of their program free of charge. KGIC is the only private language school in Canada licensed to administer this test.
|
International English Language Testing System (“IELTS”) Certificate Program
|
4 to 12 weeks
|
IELTS is the world's leading English test, used by organizations, government agencies, universities and colleges through-out the world. This program is designed to assist students in preparing for this test and to improve their overall English skills.
|
Name of Program |
Duration of Program
|
Description |
Test of English as a Foreign Language
Certificate Program
|
4 to 8 weeks
|
The Test of English as a Foreign Language is designed to assist students to prepare for the TOEFL test and provides exercises in grammar, listening, reading and composition. TOEFL also includes one-on-one after school counseling, and immediate feedback and error correction. In addition, the program includes school placement counseling for students interested in attending university in North America.
|
First Certificate in English Cambridge (“FCE Cambridge”)
Certificate Program
|
4 to 12 weeks
|
The program is an intensive test preparation program for the FCE Cambridge, focusing on building exam vocabulary and exam-taking techniques, and incorporating weekly progress testing. The program includes general language classes to build grammar, reading, writing, listening and speaking skills. Students focus on language used in everyday work, study and leisure settings.
|
Business English
Diploma Program
|
4 to 12 weeks
|
The program is primarily a communications course targeting all students working in an English-speaking business environment. As a communications course, the program offers tips and recommendations on how to polish writing and speaking skills and focuses on business conversation, business issues and presentation skills.
|
Intermediate – English Preparation for Post-Secondary Education
Certificate Program
|
4 to 8 weeks
|
This program trains students in university-specific skills such as speaking, academic reading and writing, listening and note-taking. Access to experienced and helpful teachers, informative Pathway Program advisors, and knowledgeable academic counselor are additional benefits of this I-EPE program. This program also offers high level training and preparation for KGIC’s English Preparation for Post-Secondary Education Certificate Program.
|
English Preparation for Post-Secondary Education
Certificate Program
|
4, 8, or 12 weeks
|
This program is the official Pathway Program at KGIC. No official test score is needed to gain entry to select colleges and universities affiliated with KGIC. The program introduces students to intensive reading and writing practice including paraphrasing, summarizing and researching, and offers academic preparation covering all areas, including reading, writing, speaking, vocabulary, study skills and note taking. The program also includes a wide variety of college-level curriculum topics in each module. Monthly tests and academic counseling are provided to evaluate student progress, and assistance is provided with selecting and applying to KGIC Pathway colleges and universities in Canada and the United States.
|
English as a Second Language Program
Adults
|
Weekly intakes
|
This program is designed to help students improve in all skill areas including grammar, reading, writing, speaking, listening and pronunciation. The flexibility offered by this program allows students to study at a level that directly corresponds to their ability in each skill area.
|
English as a Second Language Program
Children and Juniors
|
2 months per level
|
KGIC incorporates Canadian public schools materials into this program by incorporating British Columbia elementary and secondary school books and English as a Second Language guidelines. This approach allows students to develop their English skills for academic purposes, so that the ability to speak, think and express themselves in the classroom all become part of their day-to-day communication abilities.
|
Global Leaders Summer Camp Surrey
|
2, 3 or 4 weeks
|
Students study grammar, reading and writing, listening and communication skills during morning classroom sessions, followed by afternoon participation in social activities, such as sports, media and arts clubs. The course emphasizes developing communication skills in a group setting, as well as on each individual’s presentation skills.
|
Toronto Summer Fun
Toronto
|
2, 3, or 4 weeks
|
This program is designed as a summer program targeted at an international student population wishing to study English in Toronto during the day, and participate in organized social activities in the evening, giving students the opportunity to experience Canadian culture and socialize with each other.
|
Trailblazer Outdoor Adventure
|
4 weeks
|
A Trailblazer is a person who is looking for a personal adventure in a leadership role. Trailblazers challenge themselves to step outside their "comfort zone" and learn more about life, the wilderness, Canada, English and their personal abilities. The course is designed so that participants work together in different problem solving scenarios. Each Trailblazer learns to lead the group regardless of his or her age or nationality.
|
Subsidiary Name
|
Total Annual Student Starts
(9/1/2011 – 8/31/2012)
|
Total Student Populations
as at 8/31/2012
|
CIBT
|
1,006
|
1,301
|
SSDC
|
3,066
|
2,355
|
KGIC
|
7,364
|
1,446
|
Total
|
11,436
|
5,102
|
Full-time instructors
|
Part-time instructors
|
Total number of instructors
|
|
CIBT
|
10
|
3
|
13
|
Sprott-Shaw
|
34
|
144
|
178
|
KGIC
|
34
|
95
|
120
|
TOTAL
|
78
|
242
|
320
|
Total Instructors
|
Administrative and Other Employees
|
Total Employees
|
|
CIBT
|
13
|
35
|
48
|
Sprott-Shaw
|
178
|
138
|
316
|
KGIC
|
129
|
71
|
200
|
TOTAL
|
320
|
244
|
564
|
Function
|
Number of Employees
|
Art Director
|
1
|
Office Manager
|
1
|
Marketing Managers
|
2
|
Project Manager
|
1
|
Designers
|
5
|
Copywriters
|
2
|
Web Developer
|
1
|
Account Executives
|
3
|
●
|
U.S. or Canadian-based for-profit post-secondary and ESL education companies that also offer educational services in Canada. Examples of our competitors include the Eminata Group, a Vancouver based corporation that operates a number of different colleges, including CDI College and Vancouver Career College. We also face competition from a growing number of independent ESL schools that offer similar courses in Canada.
|
●
|
Canadian-based not-for-profit post-secondary education companies that offer university level educational services in Canada. An example is Capilano University, which offers a Bachelors of Business Administration degree to local and international students.
|
●
|
Chinese, U.S. or European-based for-profit post-secondary education companies that also offer western-style educational programs in China. Examples of our competitors include New Oriental Education and Technology Group, China Distance Education Holdings Ltd., China Education Alliance, Inc., and ChinaEdu Corp.
|
●
|
For-profit post-secondary education companies offering Chinese language training and professional training programs. This segment consists of thousands of small training companies operating schools with a few dozen to a few hundred students. This segment is the most significant competitor to our hotel programs. Examples of our competition in this segment include Flagship International Hotel Training Institute and Sinporo Training International.
|
●
|
Not-for-profit post-secondary education companies that offer western-style educational programs. These are typically joint ventures established between U.S. or European universities and Chinese universities, and are generally offered in the larger cities. There are currently a large number of these arrangements in China, and they pose the biggest competitive threat to the business programs we offer. For instance, in Beijing, both Yangtze River Business School and China Agriculture University/Luton University of the United Kingdom provide business programs which are comparable to those offered by us.
|
●
|
Not-for-profit post-secondary education companies that do not offer western-style educational programs. These are typically public schools run by the Chinese government. However, despite not offering programs based on the western education style, their programs are in high demand and they are one of our significant competitors.
|
●
|
Online education companies, whose offerings including download and self-study, language based one-on-one video conference teaching using low cost personal computers, and American and Canadian universities (such as Simon Fraser University and Richard Ivey School of Business) who use video conferencing equipment to deliver classes within their system of school, but do not operate outside of that system of schools. This segment competes indirectly with the GLN infrastructure.
|
●
|
Ministry of Education - The Ministry of Education in China is the government’s national agency that is responsible for approvals of all Chinese and foreign bachelor’s and master’s degree programs offered in China.
|
●
|
Provincial Education Committees – A provincial committee provides provincial approvals to operate a campus or school in a Canadian province, as well as approvals for bachelor and master’s degree programs to be offered in the province.
|
●
|
Municipal Education Bureaus – A municipal education bureau provides municipal approvals to operate a campus or school in a Canadian city, as well as approvals for certificate, bachelor or master degree programs to be offered in the city.
|
Campus
|
Location
|
Offered Programs in each campus
|
Approval Authority
|
Approval Date
|
Renewal Date
|
CIBT Beihai International College
|
Weifang, Shandong province
|
IT program, Business English program,
CET program, Auto training program
|
Shandong Provincial
Government
|
October 31, 2004
|
Renewal not required
|
●
|
Private Career Training Institutions Agency (“PCTIA”): The PCTIA is the regulatory agency for private training institutions in the Province of British Columbia. PCTIA is given its authority by the Province of British Columbia, Canada, Ministry of Advanced Education, under the
Private Career Training Institutions Act
, Regulations, and Bylaws. PCTIA has responsibility under the
Private Career Training Institutions Act
to: provide consumer protection to the students and prospective students of registered institutions; establish standards of quality that must be met by accredited institutions; and establish and manage the Student Training Completion Fund.
|
●
|
College of Licensed Practical Nurses of British Columbia (“CLPNBC”): The CLPNBC is responsible for regulating the profession of Licensed Practical Nurses in the public interest
|
●
|
Ministry of Children and Families: The Ministry of Children and Families provides programs and services to ensure that healthy children and responsible families are living in safe, caring and inclusive communities.
|
●
|
Industry Training Authority (“ITA”): The ITA is a provincial crown agency. It was established in 2004 and is responsible for managing BC’s industry training system to develop the skilled workforce needed to ensure the competitiveness and economic prosperity of our businesses and the Province of British Columbia.
|
●
|
Degree Quality Assessment Board (“DQAB”): The DQAB was appointed by the Minister of Advanced Education and Labour Market Development who established criteria, in consultation with the board, to be applied when a private or out-of-province public institution applies for consent to provide degree programs or use the word “university” in British Columbia. The same program review criteria apply to new degree programs proposed by British Columbia public post-secondary institutions.
|
●
|
MTCU: In Ontario, MTCU is responsible for the administration of laws relating to education and skills training. KGIC has been granted temporary accreditation while it submits audited financial statements specifically related to MTCU programs.
|
●
|
licenses;
|
●
|
affiliation agreements;
|
●
|
recruiting agent agreements; and
|
●
|
course curriculum.
|
Description
|
Percentage of Overall Revenues
|
Graphic Design
|
60%
|
Media Booking Agency
|
34%
|
Production Services for print, video, film and multimedia
|
5%
|
Marketing Consulting Service
|
1%
|
●
|
Real estate
|
●
|
Banking and Financial Services
|
●
|
Retail and Consumer Products
|
●
|
Food and Beverage Products
|
●
|
Manufacturing
|
●
|
Low barriers to entry
. It is relatively easy and inexpensive for competitors to enter this industry, and IRIX may face a number of new competitors.
|
●
|
Economic downturns
. In the event of a downturn in the economy, expenditures on marketing products are often more likely to be reduced over other costs, which may adversely effect IRIX’s revenues.
|
●
|
Customer demography
. A large portion of IRIX’s customers are Asian. Should there be a downturn in the immigration environment in Vancouver, this could adversely effect IRIX’s revenues and curtail our growth.
|
Function
|
Number of Employees
|
Art Director
|
1
|
Office Manager
|
1
|
Marketing Managers
|
2
|
Project Manager
|
1
|
Designers
|
5
|
Copywriters
|
2
|
Web Developer
|
1
|
Account Executives
|
3
|
1.
|
CIBT, which conducts operations primarily in China and in which we currently hold a 100% ownership interest;
|
2.
|
Sprott-Shaw, which operates primarily in Canada and with a presence in Asia and the Middle East, in which we acquired a 100% ownership interest on December 17, 2007; and
|
3.
|
The KGIC Colleges, which are comprised of KGIC Business College (2010) Corp. and KGIC Language College (2010) Corp., our wholly-owned subsidiaries that operate primarily in Canada, and which were organized in connection with the acquisition of substantially all of the assets of KGIC on March 15, 2010.
|
Subsidiary
|
Date of
Incorporation
|
Country of
Incorporation
|
Percentage of
Ownership
|
Principal Business
|
CIBT
|
February 9, 1994
|
British Columbia, Canada
|
100%
|
Provide education and training services primarily in China through our CIBT education centers, CIBT Beihai International College, CIBT Wyotech Automotive Institute, CIBT-BJUT School of Business and Tourism Training Institute
|
Sprott-Shaw
|
December 7, 2007
|
British Columbia, Canada
|
100%
|
Holding company of Sprott-Shaw Community College, Sprott-Shaw Degree College and Sprott-Shaw International Language College and provider of education and training services primarily in Canada and parts of Asia
|
KGIC Business College (2010) Corp.
|
February 22, 2010
|
British Columbia, Canada
|
100%
|
Provide business education and training services primarily in Canada
|
KGIC Language College (2010) Corp.
|
February 22, 2010
|
British Columbia, Canada
|
100%
|
Provide English language education and training services primarily in Canada
|
IRIX
|
October 5, 1994
|
British Columbia, Canada
|
51%
|
Provide graphic design, marketing and advertising services in Canada, Hong Kong, and the U.S.
|
Year Ended
August 31,
2012
|
Year
Ended
August 31,
2011
|
|||||||
Consolidated Statement of Loss Data
|
(C$) | (C$) | ||||||
Revenues
|
57,968,687 | 58,575,126 | ||||||
Direct costs
|
27,152,681 | 27,604,802 | ||||||
Other expenses
|
31,407,156 | 34,806,365 | ||||||
Income (loss) from operations
|
30,816,006 | 30,970,324 | ||||||
Other income (expenses)
|
(104,292 | ) | (6,470,385 | ) | ||||
Income (loss) before income taxes
|
(695,442 | ) | (10,306,426 | ) | ||||
Income tax recovery (provision)
|
(118,446 | ) | 843,505 | |||||
Non-controlling interests
|
368,656 | 350,861 | ||||||
Net income (loss)
|
(813,888 | ) | (9,462,921 | ) | ||||
Basic and diluted earnings (loss) per share
(1)
|
(0.01 | ) | (0.14 | ) |
●
|
further integrate the assets and personnel of KGIC into our operations, especially KGIC’s network of international recruiting offices and agents in order to continue to grow Sprott-Shaw’s international student population;
|
●
|
consider the potential acquisition of other assets that will support our current operations and integrate any assets acquired into our operations;
|
●
|
continue to consolidate and streamline the operations of CIBT, Sprott-Shaw and KGIC, which will include termination of redundant staff and resources among subsidiary schools;
|
●
|
continue building a network of new CIBT GLN Centers in additional Asian cities, and further develop our current program offerings, campuses and CIBT GLN Center locations;
|
●
|
increase revenues by increasing student enrollments at our campuses and CIBT GLN Center locations;
|
●
|
expand the presence of Sprott-Shaw and KGIC in Asia through our CIBT GLN Centers;
|
●
|
enhance our product offerings by increasing our focus on the college preparation market and high school preparation market;
|
●
|
increase the conversion rates of English language students at KGIC (and all of our other schools) who subsequently enroll in longer certificate or degree-granting programs at Sprott-Shaw and other schools within our system;
|
●
|
continue to develop closer marketing and cross-selling relationships between Sprott-Shaw, CIBT and KGIC in order to encourage more Chinese and foreign students to come to Sprott-Shaw’s Canadian campuses to study;
|
●
|
maintain strong relationships with our CIBT GLN Center and campus location facility and educational service providers, as well as with the Chinese authorities; and
|
●
|
continue to promote our businesses and brands.
|
Year Ended
August 31,
2012
|
Percentage
of Revenues
|
Year Ended
August 31,
2011
|
Percentage
of Revenues
|
|||||||||||||
(C$) | (C$) | |||||||||||||||
Revenues
|
||||||||||||||||
- CIBT (education)
|
3,098,086 | 5 | % | 4,206,757 | 7 | % | ||||||||||
- Sprott-Shaw (education)
|
29,109,427 | 50 | % | 30,619,935 | 52 | % | ||||||||||
- KGIC (education)
|
23,941,211 | 41 | % | 21,838,554 | 37 | % | ||||||||||
- IRIX (advertising)
|
1,819,963 | 3 | % | 1,909,880 | 3 | % | ||||||||||
Revenues - Consolidated
|
57,968,687 | 100 | % | 58,575,126 | 100 | % | ||||||||||
Direct costs
|
27,152,681 | 47 | % | 27,604,802 | 47 | % | ||||||||||
Revenues net of direct costs
|
30,816,006 | 53 | % | 30,970,324 | 53 | % | ||||||||||
General and administrative expenses
|
29,598,356 | 51 | % | 32,858,532 | 56 | % | ||||||||||
Amortization and share-based payment expenses
|
1,760,024 | 3 | % | 1,717,471 | 28 | % | ||||||||||
Income (loss) before income taxes
|
(695,442 | ) | (1 | %) | (10,306,426 | ) | (18 | %) | ||||||||
Income tax (recovery) provision
|
(118,446 | ) | ( | *) | 843,505 | 1 | % | |||||||||
Net income (loss)
|
(813,888 | ) | (1 | %) | (9,462,921 | ) | (16 | %) | ||||||||
Non-controlling interests
|
368,656 | ( | *) | 350,861 | ( | *) |
●
|
increases in revenues from international students studying at Sprott-Shaw and KGIC in Canada;
|
●
|
continued deployment of CIBT’s new business model to deliver mass market training programs as well as overseas study referrals to students in China;
|
●
|
a decrease in lease expense resulting from Sprott-Shaw’s reduction in the overall number of campuses in outlying regions and the from the combination of campuses by Sprott-Shaw and KGIC;
|
●
|
impairment charges in fiscal 2011 resulted in an increase to our net loss of $5,897,778 for fiscal 2011 (no impairment charges were incurred in fiscal year 2012);
|
●
|
a reduction in employees across the system attained through cost synergies as well as reorganization activities; and
|
●
|
continued streamlining of operations at each subsidiary resulting in general and administrative expenses decreasing by $3,260,176 (or 10%) in the year ended August 31, 2012 from the prior year.
|
Year Ended
August 31,
2012
|
Percentage of
Revenues
|
Year Ended
August 31,
2011
|
Percentage of
Revenues
|
|||||||||||||
(C$) | (C$) | |||||||||||||||
Revenues
|
57,968,687 | 100 | % | 58,575,126 | 100 | % | ||||||||||
Advertising
|
4,476,533 | 8 | % | 5,685,557 | 10 | % | ||||||||||
Consulting and management fees
|
1,949,316 | 3 | % | 1,964,726 | 3 | % | ||||||||||
Professional fees
|
1,457,404 | 3 | % | 1,369,960 | 2 | % | ||||||||||
Rent
|
5,757,553 | 10 | % | 6,219,394 | 11 | % | ||||||||||
Salaries and benefits
|
11,416,396 | 20 | % | 12,031,267 | 21 | % | ||||||||||
Other expenses
|
4,541,154 | 8 | % | 5,587,628 | 10 | % | ||||||||||
Total general and administrative expenses
|
29,598,356 | 51 | % | 32,858,532 | 56 | % |
●
|
Indefinite life intangible assets - the carrying value of the Beijing contracts exceeded their fair value by approximately $3,481,000.
|
●
|
Goodwill - the carrying value of the cash-generating units' goodwill was negative, or in other words, fully impaired which required a write-down of approximately $2,288,000.
|
As at
August 31,
2012
|
As at
August 31,
2011
|
|||||||
Financial Position
|
(C$) | (C$) | ||||||
Cash and cash equivalents
|
7,964,476 | 6,456,568 | ||||||
Working capital (deficit)
(1)
|
(6,713,511 | ) | (4,850,613 | ) | ||||
Total assets
|
44,751,761 | 42,078,575 | ||||||
Long-term liabilities
|
2,798,684 | 2,350,097 | ||||||
Non-controlling interest
|
1,264,935 | 1,145,567 | ||||||
Shareholders’ equity
|
15,837,918 | 17,154,870 |
(1)
|
Working capital (deficit) is calculated as current assets minus current liabilities.
|
Balance sheet item
|
Classification
|
Measurement basis
|
Cash and cash equivalents
|
Fair value through profit or loss
|
Fair value
|
Marketable securities
|
Available-for-sale
|
Fair value
|
Accounts receivable
|
Loans and receivables
|
Amortized cost
|
Due from related parties
|
Loans and receivables
|
Amortized cost
|
Accounts payable and accrued liabilities
|
Other liabilities
|
Amortized cost
|
Long-term debt
|
Other liabilities
|
Amortized cost
|
Due to related parties
|
Other liabilities
|
Amortized cost
|
Expected life of the stock options
|
3.50 years
|
Risk-free interest rate
|
1.07%
|
Expected dividend yield
|
0.00%
|
Expected volatility *
|
63.46%
|
●
|
Leasehold improvements – straight-line over the lesser of five years and the remaining lease term; and
|
●
|
Furniture and equipment – 20% declining balance.
|
●
|
Derecognition of financial assets and financial liabilities per IFRS 1 Appendix B2 – B3 was not applicable to our company as our financial instruments were reviewed and concluded to meet the recognition criteria of IAS 39 as of the transition date. As a result no changes in the accounting recognition for financial instruments was required on transition to IFRS; and
|
●
|
Hedge accounting per IFRS 1 Appendix B4-B6 was also not applicable as we did not have any hedging arrangements that would be impacted by this mandatory exception.
|
Year Ended
August 31,
2012
|
Year Ended
August 31,
2011
|
|||||||
Foreign exchange gains (losses)
|
$ | 5,874 | $ | 10,771 |
(1)
|
Long-term debt obligations relate to term loans and promissory notes.
|
(2)
|
Capital lease obligations relate to capitalized leased assets.
|
(3)
|
Operating leases relate to leased office and campus premises.
|
Name
|
Age
|
Titles
|
Appointment Date
|
Toby Chu
|
51
|
President, Chief Executive Officer and Vice Chairman
|
May 11, 1994
|
Dennis Dan Huang
|
50
|
Corporate Secretary
|
June 28, 2010
|
Chief Financial Officer
|
June 28, 2010
|
||
Patrick Dang
|
53
|
President of Sprott-Shaw
|
November 17, 2010
|
Sung Sub Lim
|
47
|
President of the KGIC Colleges
|
March 7, 2010
|
Name
|
Age
|
Appointment or Election Date
|
Toby Chu
(3)(4)
|
51
|
May 11, 1994
|
Tony David
(2)
|
72
|
July 28, 1998
|
Troy Rice
(1)(3)
|
49
|
October 28, 2005
|
David Hsu
(1)(2)(4)
|
70
|
February 27, 2006
|
Shane Weir
(1)(3)
|
58
|
December 12, 2008
|
Derek Feng
(1)(2)(4)
|
47
|
July 19, 2011
|
(
1)
|
Member of our audit committee
|
(2)
|
Member of our compensation committee
|
(3)
|
Member of our corporate governance committee
|
(4)
|
Member of executive committee
|
Name of Director
|
Other Directorship
|
Company
|
Toby Chu
|
Director
|
Evermount Ventures Inc.
|
Derek Feng
|
Director
|
ChinaCast Education Corporation
|
Shane Weir
|
Director
|
e-Kong Group Limited
|
●
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
●
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
●
|
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
|
●
|
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
Name
|
Year
(1)
|
Salary
(C$)
|
Bonus
(C$)
|
Stock Awards
(C$)
|
Option
Awards
(C$)
(2)
|
Non-Equity
Incentive Plan Compensation
(C$)
|
Nonqualified
Deferred
Compensation
Earnings
(C$)
|
Total
(C$)
|
|||||||||||||||||||||
Toby Chu
(3)
|
2012
|
297,606 | - | - | 59,400 | - | - | 357,006 | |||||||||||||||||||||
Dennis Dan Huang
(4)
|
2012
|
101,500 | - | - | 11,000 | - | - | 112,500 | |||||||||||||||||||||
Patrick Dang
(5)
|
2012
|
180,000 | - | - | - | - | 180,000 | ||||||||||||||||||||||
Alvin Chu
(6)
|
2012
|
120,581 | - | - | - | - | - | 120,581 | |||||||||||||||||||||
Sung Sub Lim
(7)
|
2012
|
158,157 | - | - | 5,500 | - | - | 156,394 |
(1)
|
“2012” denotes for the fiscal year 2012 from September 1, 2011 to August 31, 2012.
|
(2)
|
The fair value of these options on the grant date has been calculated in accordance with Section 3870 of the Canadian Institute of Chartered Accountants Handbook (accounting fair value) using the Black-Scholes model.
|
(3)
|
Toby Chu is the President, Chief Executive Officer and a director of CIBT Education Group and the Chief Executive Officer and a director of CIBT. Mr. Chu is also a director of Sprott-Shaw, as well as a director and the secretary of IRIX.
In 2012, options to purchase up to 440,000 common shares of CIBT Education Group Inc. were granted to Toby Chu for Mr. Chu’s services as an officer and are exercisable at a price of $0.24 per share until January 6, 2017, and options to purchase up to 100,000 common shares of CIBT Education Group Inc. were granted to Concordia Financial Management Corp., a company over which Mr. Chu exercises control, for Mr. Chu’s services as a director, exercisable at a price of $0.24 per share until January 6, 2017.
|
(4)
|
Dennis Dan Huang is the Chief Financial Officer and Corporate Secretary of CIBT Education Group. In 2012, options to purchase up to 100,000 common shares of CIBT Education Group Inc. were granted to Mr. Huang and are exercisable at a price of $0.24 per share until January 6, 2017.
|
(5)
|
Patrick Dang is the President of Sprott-Shaw.
|
(6)
|
Alvin Chu is the President and Chief Executive Officer of IRIX, and is Toby Chu’s brother.
|
(7)
|
Sung Sub Lim has been the President of KGIC since March 7, 2010. In 2012, options to purchase up to 50,000 common shares of CIBT Education Group Inc. were granted to Mr. Lim and are exercisable at a price of $0.24 per share until January 6, 2017.
|
Name
|
Year
(1)
|
Salary
(C$)
|
Bonus
(C$)
|
Stock
Awards
(C$)
|
Option
Awards
(C$)
(2)
|
Non-Equity
Incentive Plan Compensation
(C$)
|
Nonqualified
Deferred
Compensation
Earnings
(C$)
|
Total
(C$)
|
|||||||||||||||||||||
Troy Rice
(3)
|
2012
|
10,092 | (9) | - | - | 7,700 | - | - | 17,792 | ||||||||||||||||||||
Tony David
(4)
|
2012
|
10,092 | (9) | - | - | 7,700 | - | - | 17,792 | ||||||||||||||||||||
Shane Weir
(6)
|
2012
|
10,092 | (9) | - | - | 9,900 | - | - | 19,992 | ||||||||||||||||||||
David Hsu
(6)
|
2012
|
10,092 | (9) | - | - | 16,500 | - | - | 26,592 | ||||||||||||||||||||
David Kong
(7)
|
2012
|
5,046 | (9) | - | - | - | - | - | 5,046 | ||||||||||||||||||||
Derek Feng
(8)
|
2012
|
10,092 | (9) | - | - | 11,000 | - | - | 21,092 |
(1)
|
“2012” denotes for the fiscal year 2012 from September 1, 2011 to August 31, 2012.
|
(2)
|
The fair value of these options on the grant date has been calculated in accordance with Section 3870 of the Canadian Institute of Chartered Accountants Handbook (accounting fair value) using the Black-Scholes model. In fiscal 2012, options to purchase 70,000 common shares were granted to Tony David, 90,000 common shares to Shane Weir, 100,000 common shares to Derek Feng, and 150,000 common shares each to David Hsu and Troy Rice. Options granted to directors expire on January 6, 2017 and are exercisable at a price of $0.24 per share.
|
(3)
|
Troy Rice is a director of CIBT Education Group and CIBT and was previously Chief Operating Officer of CIBT.
|
(4)
|
Tony David is a director of CIBT Education Group.
|
(5)
|
Shane Weir is a director of CIBT Education Group.
|
(6)
|
David Hsu is a director and Chairman of CIBT Education Group and director of CIBT.
|
(7)
|
David Kong did not stand for re-election as a director of CIBT Education Group and ceased to be a director on December 16, 2011.
|
(8)
|
Derek Feng was appointed as a director of CIBT Education Group on July 19, 2011.
|
(9)
|
Directors received compensation of US$2,500 per calendar quarter for their services as directors in fiscal 2012 which was converted to Canadian dollars at the average rate of exchange for the period of US$1 = C$1.0092.
|
1.
|
The term of any options granted under the Current Plan will be fixed by the compensation committee of the Board, or any other committee of the Board established to monitor and recommend on compensation matters, or in the absence of any such committee, the Board itself (the
“Committee”
) at the time such options are granted, provided that options will not be permitted to exceed a term of ten years. Except where not permitted by the Toronto Stock Exchange, where an option expires during a black-out period, or within 10 business days following the end of a black out period, the term of the option will be extended to the date which is five business days following the last day of the black-out period.
|
2.
|
The Committee may place limits on the maximum number of shares which may be issuable pursuant to options granted under the Current Plan to any particular optionee or category of optionees.
|
3.
|
The exercise price of any options granted under the Current Plan will be determined by the Committee, but shall not be less than the average closing trading price of our common shares on the five trading days (on which at least one board lot of the shares was traded) preceding the grant of such options (the
“Market Price”
).
|
4.
|
Options granted under the Current Plan will be subject to such vesting provisions as the Committee in its sole discretion shall determine. We may, during the term of any Option, give at least 30 days notice in writing to all of the optionees that (i) all options outstanding under the Current Plan that have not vested as at the time of the notice are immediately deemed vested, or (ii) all options outstanding under the Current Plan that have not been exercised shall cease and terminate and be of no further force and effect unless the optionees exercise such options before their termination on the 30th day after delivery of the notice.
|
5.
|
All options will be non-assignable and non-transferable.
|
6.
|
We are restricted from issuing in any one year period, or having issuable at any time, to insiders more than 10% of our total issued and outstanding common shares when combined with all of our other security based compensation arrangements with insiders, unless we obtain disinterested shareholder approval pursuant to the policies of the Toronto Stock Exchange.
|
7.
|
If an optionee ceases to be a director or officer of us or our subsidiaries or a service provider, each option held by the optionee shall be exercisable in respect of that number of option shares that have vested pursuant to the terms of the option agreement governing such option as follows:
|
|
(a)
|
If the optionee, or in the case of an option granted to any optionee who satisfies the definition of service provider, the optionee’s employer, ceases to be employed or engaged by us and any of our subsidiaries (including by way of voluntary resignation or retirement as a director, officer or service provider), each option held by the optionee shall be exercisable in respect of that number of option shares that have vested pursuant to the terms of the option agreement governing such option at any time up to but not after the earlier of the expiry date of that option and the date which is 30 days after the optionee ceases to be a director or officer of us and our subsidiaries or service provider;
|
|
(b)
|
Notwithstanding paragraph (a) above, if the optionee ceases to be a director or officer of us and any of our subsidiaries or a service provider due to death or disability or, in the case of an optionee that is a company, the death or disability of the person who provides management or consulting services to us or to any subsidiary of us, each option held by the optionee shall be exercisable in respect of that number of option shares that have vested pursuant to the terms of the option agreement governing such option at any time up to but not after the earlier of the expiry date of that option and the date which is 12 months after the date of death or disability; and
|
|
(c)
|
Notwithstanding paragraph (a), if the optionee, or, in the case of an option granted to an optionee who satisfies the definition of service provider, the optionee’s employer:
|
|
(i)
|
ceases to be employed or engaged by us and any of our subsidiaries for cause, as that term is determined by the Board, or interpreted by the courts of the jurisdiction in which the optionee or optionee’s employer is employed or engaged if subject to court review;
|
|
(ii)
|
ceases to be a director or officer of us and any of our subsidiaries or a service provider by order of any securities commission, recognized stock exchange, or any regulatory body having jurisdiction to so order;
|
|
(iii)
|
ceases to provide investor relations services if the optionee’s primary function with us was the provision of such services; or
|
|
(iv)
|
ceases to be eligible to hold office as a director of us and any of our subsidiaries under the provisions of the applicable corporate statute,
|
8.
|
We may generally amend or terminate the terms and conditions of the Current Plan or any option agreement, as applicable, by resolution of the Committee and without seeking shareholder approval (the “
Amendment Procedure
”). Any amendment to the Current Plan will apply to options granted after the effective date of such amendment, provided that it may apply to any outstanding options with mutual consent from us and the optionees to whom such options have been granted. Disinterested shareholder approval will be required for the following types of amendments:
|
|
(a)
|
amendments that increase the number of shares or bonus shares issuable under the Current Plan, except such increases by operation of section 6 of the Current Plan;
|
|
(b)
|
any reduction in the option price of an option held by an insider at the time of the proposed amendment;
|
|
(c)
|
any extension of the expiry date of an option held by an insider at the time of the proposed extension; and
|
|
(d)
|
other amendments required to be approved by shareholders under applicable law or pursuant to the rules, regulations and policies of the Toronto Stock Exchange.
|
9.
|
The Committee may grant stock appreciation rights to any optionee in conjunction with any grant of options. Each grant of stock appreciation rights shall be confirmed within the option agreement pertaining to such options. An optionee may only exercise a stock appreciation right at the same time, and to the same extent, that the option related thereto is exercisable. Upon the exercise by an optionee of any stock appreciation right, the corresponding portion of the related option shall be surrendered to us.
|
10.
|
The Committee may allot, issue and deliver common shares in our capital (“
Bonus Shares
”), from time to time in each calendar year, in such amounts as the Committee deems fit, in an aggregate annual amount of up to 2% of the number of issued and outstanding shares as at December 31
st
of the year in respect of which the Bonus Shares are being issued, to those directors and officers of us or of any of our subsidiaries and service providers whom the Committee deems to have provided extraordinary contributions to our advancement. The Bonus Shares will be issued in consideration of the fair value of the extraordinary contribution to us by the recipient, as determined by the Committee, in its discretion, and shall be issued at a deemed price determined by the Committee at the time of issuance of such Bonus Shares, but such price shall not be less than the Market Price on the trading day immediately preceding the day on which the Bonus Shares are issued. No Bonus Shares shall be issued at a time when it is unlawful to fix the price for such Bonus Shares.
|
|
(a)
|
the option price will be adjusted to a price per common share which is the product of:
|
|
(i)
|
the option price in effect immediately before that effective date or record date; and
|
|
(ii)
|
a fraction the numerator of which is the total number of common shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of common shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and
|
|
(b)
|
the number of unissued option shares will be adjusted by multiplying (i) the number of unissued option shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in paragraph (a)(ii) above.
|
12.
|
Subject to the prior approval of the TSX, whenever we issue by way of a dividend or otherwise distribute to all or substantially all holders of our common shares:
|
|
(a)
|
shares in our capital, other than common shares;
|
|
(b)
|
evidences of indebtedness;
|
|
(c)
|
any cash or other assets, excluding cash dividends (other than cash dividends which the Board of Directors has determined to be outside the normal course); or
|
|
(d)
|
rights, options or warrants,
|
13.
|
Whenever there is:
|
|
(a)
|
a reclassification of outstanding common shares, a change of common shares into other shares or securities, or any other capital reorganization of our company, other than as described in paragraphs 11 and 12 above;
|
|
(b)
|
a consolidation, merger or amalgamation of our company with or into another corporation resulting in a reclassification of outstanding common shares into other shares or securities or a change of our common shares into other shares or securities; or
|
|
(c)
|
a transaction whereby all or substantially all of our company’s undertaking and assets become the property of another corporation,
|
14.
|
If a bona fide offer (an “
Offer
”) for common shares is made to our shareholders generally or to a class of shareholders which includes the optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of our company, within the meaning of subsection 1(1) of the
Securities Act
(British Columbia), we shall, immediately upon receipt of notice of the Offer, notify each optionee of full particulars of the Offer, whereupon all options outstanding under the Current Plan that have not vested at the time of such Offer will become immediately vested and any such option may be exercised in whole or in part by the optionee so as to permit the optionee to tender the common shares received upon such exercise, pursuant to the Offer.
|
|
However, if:
|
(a)
|
the Offer is not completed within the time specified therein; or |
(b)
|
all of the common shares tendered by the optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,
|
15.
|
If, at any time when an option granted under the Current Plan remains unexercised, an Offer is made by an offeror, the Committee may declare, upon notifying each optionee of full particulars of the Offer, that all options outstanding under the Current Plan that have not vested at the time of such declaration are immediately deemed vested and that all options outstanding under the Current Plan that have not been exercised shall cease and terminate and be of no further force and effect unless the optionees exercise such options before their termination on the date when common shares must be tendered pursuant to the Offer, provided the Offer is completed.
|
16.
|
In the event of a change of control (as defined in the Current Plan), all options outstanding under the Current Plan that have not vested at the time of such change of control will become immediately vested, whereupon optionees holding such options may immediately exercise in whole or in part such options. Furthermore, the Committee may, upon notifying each optionee of a change of control, declare that all options outstanding under the Current Plan that have not been exercised shall cease and terminate and be of no further force and effect unless the optionees exercise such options before their termination on the date on which the change of control occurs, provided such change of control does occur.
|
Name
|
Number of common shares
underlying options held
|
Grant Date
|
Exercise or base price
(C$/Share)
|
Expiration date
|
Toby Chu
|
10,000
200,000
(1)
440,000
100,000
(1)
|
May 3, 2010
March 1, 2011
January 6, 2012
January 6, 2012
|
0.80
0.42
0.24
0.24
|
May 2, 2013
March 1, 2016
January 6, 2017
January 6, 2017
|
Dennis Dan Huang
(2)
|
100,000
100,000
|
October 14, 2010
January 6, 2012
|
0.54
0.24
|
October 13, 2013
January 6, 2017
|
Patrick Dang
(3)
|
100,000
|
March 1, 2011
|
0.42
|
March 1, 2016
|
Alvin Chu
|
15,000
|
March 1, 2011
|
0.42
|
March 1, 2016
|
Sung Sub Lim
|
50,000
|
January 6, 2012
|
0.24
|
January 6, 2017
|
Troy Rice
|
10,000
100,000
150,000
|
May 3, 2010
March 1, 2011
January 6, 2012
|
0.80
0.42
0.24
|
May 2, 2013
March 1, 2016
January 6, 2017
|
Tony David
|
10,000
25,000
70,000
|
May 3, 2010
March 1, 2011
January 6, 2012
|
0.80
0.42
0.24
|
May 2, 2013
March 1, 2016
January 6, 2017
|
David Hsu
|
10,000
100,000
150,000
|
May 3, 2010
March 1, 2011
January 6, 2012
|
0.80
0.42
0.24
|
May 2, 2013
March 1, 2016
January 6, 2017
|
Shane Weir
|
10,000
90,000
|
May 3, 2010
January 6, 2012
|
0.80
0.24
|
May 2, 2013
January 6, 2017
|
David Kong
(4)
|
50,000
|
August 9, 2010
|
0.60
|
August 8, 2013
|
Derek Feng
(5)
|
100,000
|
January 6, 2012
|
0.24
|
January 6, 2017
|
(1)
|
Held by Concordia Financial Management Corp., over which Mr. Chu exercises control.
|
(2)
|
Mr. Huang became the Chief Financial Officer and Corporate Secretary of CIBT Education Group and of CIBT on June 28, 2010.
|
(3)
|
Mr. Dang was appointed as the President of Sprott-Shaw on December 10, 2010, and was its Acting President from November 17, 2010 to December 9, 2010.
|
(4)
|
Mr. Kong did not stand for re-election as a director and ceased to be one of our directors on December 16, 2011.
|
(5)
|
Mr. Feng was appointed as a director on July 19, 2011.
|
●
|
reviewing and approving our overall business strategies and our annual business plan, our annual corporate budget and forecast, significant capital investments outside the approved budget, and succession planning;
|
●
|
assessing management’s performance against approved business plans and industry standards;
|
●
|
reviewing and approving continuous disclosure documents;
|
●
|
ensuring the effective operation of the Board of Directors; and
|
●
|
safeguarding shareholders’ equity interests through the optimum utilization of our capital resources.
|
●
|
financial reporting and the accounting system,
|
●
|
our systems of internal control over financial reporting, and
|
●
|
the annual independent audit of our financial statements.
|
Derek Feng
|
Independent
(1)
|
Financially literate
(1)
|
David Hsu
|
Independent
(1)
|
Financially literate
(1)
|
Troy Rice
|
Independent
(1)
|
Financially literate
(1)
|
Shane Weir
|
Independent
(1)
|
Financially literate
(1)
|
(
1)
|
As defined in National Instrument 52-110
Audit Committees
, which sets out the requirement governing audit committees in Canada
.
|
CIBT Education Group
Vancouver
|
CIBT China
|
IRIX Vancouver
|
Sprott-Shaw
|
KGIC Colleges
|
Total
|
|
Executive
|
3
|
1
|
1
|
6
|
3
|
14
|
Management
|
2
|
7
|
3
|
25
|
16
|
53
|
Other Staff
|
1
|
11
|
11
|
97
|
54
|
174
|
Instructors
|
-
|
10
|
-
|
178
|
163
|
351
|
TOTAL
|
6
|
29
|
15
|
306
|
236
|
592
|
(1)
|
Toby Chu is a director, Vice Chairman, President and Chief Executive Officer of us and CIBT and a director and secretary of IRIX. Mr. Chu’s direct holdings equal 397,900 common shares and options to purchase: (i) 10,000 common shares at $0.80 per share until May 2, 2013; and (ii) 440,000 common shares at an exercise price of $0.24 per share until January 6, 2017. The grant dates of these options were (a) May 3, 2010; and (b) January 6, 2012. Toby Chu also has voting and investment control over Concordia Financial Management Corp., a company that holds 3,952,347 common shares of CIBT Education Group, warrants to purchase 200,000 common shares at an exercise price of C$0.35 per share until July 11, 2014 and options to purchase: (i) 200,000 common shares at C$0.42 per share until March 1, 2016; and (ii) 100,000 common shares at C$0.24 per share until January 6, 2017. The grant dates of these options were (a) March 1, 2011; and (b) January 6, 2012. Concordia Financial Management Corp. also holds warrants to purchase 200,000 common shares at an exercise price of C$0.35 per common share until July 11, 2014.
|
(2)
|
Dennis Dan Huang is our Chief Financial Officer and Corporate Secretary, and the Chief Financial Officer and Corporate Secretary of CIBT. Mr. Huang’s security holdings includes options to purchase: (i) 100,000 common shares of CIBT Education Group at an exercise price of C$0.54 until October 13, 2013; and (ii) 100,000 common shares of CIBT Education Group at an exercise price of C$0.24 per share until January 6, 2017. The grant dates of these options were (a) October 14, 2010; and (b) January 6, 2012.
|
(3)
|
Patrick Dang is the President of Sprott-Shaw. Mr. Dang holds options to purchase 100,000 common shares at an exercise price of C$0.42 per common until March 1, 2016. The grant date of these options was March 1, 2011.
|
(4)
|
Alvin Chu is the President and Chief Executive Officer of IRIX and is the brother of Toby Chu. Mr. Chu’s security holdings include 5,712 common shares and options to purchase 15,000 common shares at an exercise price of C$0.42 per share until March 1, 2016. The grant date of these options was March 1, 2011.
|
(5)
|
Sung Sub Lim is the Vice President of each of the KGIC Colleges. Mr. Lim’s holdings include options to purchase 50,000 common shares at an exercise price of C$0.24 per share until January 6, 2017. The grant date of these options was January 6, 2012.
|
(6)
|
Tony David is a director of our company. His shareholdings include 264,418 common shares in his name and options to purchase common shares of CIBT Education Group as follows: (i) 10,000 common shares at C$0.80 per common share until May 2, 2013; (ii) 25,000 common shares at an exercise price of C$0.42 per share until March 1, 2016; and (iii) 70,000 common shares at an exercise price of C$0.24 per share until January 6, 2017. The dates of grant for these options were: (a) May 3, 2010; (b) March 1, 2011; and (c) January 6, 2012. Tony David also has voting and investment control over H Tony David Holdings Ltd., a company that holds 361,000 common shares of CIBT Education Group and warrants to purchase 66,667 common shares at an exercise price of C$0.35 per common share until July 11, 2014.
|
(7)
|
David Hsu is a director and Chairman of CIBT Education Group and CIBT. His shareholdings include 1,607,100 common shares in his own name and options to purchase: (i) 10,000 common shares at C$0.80 per common share until May 2, 2013; (ii) 100,000 common shares at an exercise price of C$0.42 per share until March 1, 2016; and (iii) 150,000 common shares at an exercise price of C$0.24 per share until January 6, 2017. The grant dates of these options were (a) May 3, 2010; (b) March 1, 2011; and (c) January 6, 2012. David Hsu also has voting and investment control over First International Management Ltd., a company that holds 200,000 common shares. Golden Field Company is a company controlled by David Hsu that holds 2,063,546 common shares and warrants to purchase 333,333 common shares at an exercise price of C$0.35 per share until July 11, 2014. An additional 370,440 common shares are held by Grande Dame Nevada LLC, a company controlled by David Hsu.
|
(8)
|
Troy Rice is a director of CIBT Education Group. His shareholdings include 430,200 common shares of CIBT Education Group and options to purchase: (i) 10,000 common shares at C$0.80 per common share until May 2, 2013; (ii) 100,000 common shares at an exercise price of C$0.42 per share until March 1, 2016; and (iii) 150,000 common shares at an exercise price of C$0.24 per share until January 6, 2017. The dates of grant for these options were: (a) May 3, 2010; (b) March 1, 2011; and (c) January 6, 2012.
|
(9)
|
David Kong was a director of CIBT Education Group until his resignation on December 16, 2011. His direct holdings include options to purchase 50,000 common shares at C$0.60 per common share until August 8, 2013. The grant date of the options was August 9, 2010. Mr. Kong also holds warrants to purchase 100,000 common shares at C$0.35 per common share until July 11, 2014. Mr. Kong also holds 129,500 common shares through Anaconda Investments Corp., a company controlled by Mr. Kong.
|
(10)
|
Shane Weir is a director of CIBT Education Group. He holds options to purchase: (a) 10,000 common shares at C$0.80 per common share until May 2, 2013; and (b) 90,000 common shares at C$0.24 per share until January 6, 2017. The grant dates of the options were (a) May 3, 2010 and (b) January 6, 2012. Concepts & Creations Ltd. is a company controlled by Shane Weir that holds 333,333 common shares of CIBT Education Group and warrants to purchase 333,333 common shares at C$0.35 per common share until July 11, 2014.
|
(11)
|
Derek Feng has been a director of CIBT Education Group since July 19, 2011. His holdings include options to purchase 100,000 common shares at C$0.24 per share until January 6, 2017. The grant date of the options was January 6, 2012.
|
As of January 11, 2013
|
|||
Number of Common Shares
to be Issued upon Exercise of
Outstanding Options
|
Weighted-Average
Exercise Price of
Outstanding Options
(C$)
|
Number of Common Shares
Remaining Available
for
Future Issuance
under
the Stock Option Plan
|
|
4,533,000
|
$0.31
|
2,661,934
|
Title of Class
|
Name of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of Class (%)
|
Common shares
|
Toby Chu
|
5,300,247
(1)
|
7.4%
|
Common shares
|
David Hsu
|
4,834,419
(2)
|
6.7%
|
Common shares
|
MacKenzie Financial Corporation
|
4,770,900
(3)
|
6.6%
|
Common shares
|
Shane Corp.
|
10,794,558
(4) (5)
|
15.0%
|
(1)
|
Toby Chu is a director, Vice Chairman, President and Chief Executive Officer of us and CIBT and a director and secretary of IRIX. Mr. Chu’s direct holdings equal 397,900 common shares and options to purchase: (i) 10,000 common shares at $0.80 per share until May 2, 2013; and (ii) 440,000 common shares at an exercise price of $0.24 per share until January 6, 2017. The grant dates of these options were (a) May 3, 2010; and (b) January 6, 2012. Toby Chu also has voting and investment control over Concordia Financial Management Corp., a company that holds 3,952,347 common shares of CIBT Education Group, warrants to purchase 200,000 common shares at an exercise price of C$0.35 per share until July 11, 2014 and options to purchase: (i) 200,000 common shares at $0.42 per share until March 1, 2016; and (ii) 100,000 common shares at $0.24 per share until January 6, 2017. The grant dates of these options were (a) March 1, 2011; and (b) January 6, 2012. Concordia Financial Management Corp. also holds warrants to purchase 200,000 common shares at an exercise price of $0.35 per common share until July 11, 2014.
|
(2)
|
David Hsu is a director and Chairman of CIBT Education Group and CIBT. His shareholdings include 1,607,100 common shares in his own name and options to purchase: (i) 10,000 common shares at $0.80 per common share until May 2, 2013; (ii) 100,000 common shares at an exercise price of $0.42 per share until March 1, 2016; and (iii) 150,000 common shares at an exercise price of $0.24 per share until January 6, 2017. The grant dates of these options were (a) May 3, 2010; (b) March 1, 2011; and (c) January 6, 2012. David Hsu also has voting and investment control over First International Management Ltd., a company that holds 200,000 common shares. Golden Field Company is a company controlled by David Hsu that holds 2,063,546 common shares and warrants to purchase 333,333 common shares at an exercise price of C$0.35 per share until July 11, 2014. An additional 370,440 common shares are held by Grande Dame Nevada LLC, a company controlled by David Hsu.
|
(3)
|
The shareholdings of Mackenzie Financial Corporation are as of February 14, 2012 and include 4,770,900 common shares of CIBT Education Group.
|
(4)
|
Pursuant to CIBT’s ownership restructuring, Shane Corp. loaned US$5 million to CIBT and CIBT issued a debenture and share purchase warrants to Shane Corp. The debenture of US$5 million was to be due on April 24, 2010. However, Shane Corp. exercised its 5,361,667 share purchase warrants effective December 10, 2007 resulting in an aggregate exercise price payable to CIBT of US$5 million. CIBT and Shane Corp. agreed that Shane Corp. would pay the US$5 million exercise price payable to CIBT by surrendering the US$5 million debenture to CIBT. The exercise of the share purchase warrants by Shane Corp. reduced our ownership in CIBT to 78.1%. After the issuance of these 5,361,667 CIBT shares to Shane Corp., we acquired all of these newly issued shares in CIBT from Shane Corp. in exchange for the issuance of 10 million of our common shares, thereby increasing our ownership in CIBT from 78.1% to 100%. The address for Shane Corp. is c/o Camden Partners Holdings, LLC, 500 East Pratt Street, Suite 1200, Baltimore, MD, 21202. Shane Corp. is wholly-owned by Shane GP. Shane GP’s partners are the Camden Funds. David Warnock, one of our directors, is a member of the Board of Managers of Shane Corp. and is a party to a written employment agreement with Camden Partners Holdings, LLC, a diversified investment management firm that provides management services to the Camden Funds and their general partners. As a result of these relationships, David Warnock, Shane GP, Shane Corp. and the Camden Funds could be deemed to beneficially own the shares directly held by the others. Under this annual report, we assume Shane Corp.’s beneficial ownership includes 100,000 of our common shares directly held by the Camden Funds.
|
(5)
|
As of February 28, 2012, Shane Corp. directly held 10,794,558 common shares. As a result of the relationships described in note (4) to this table, Shane Corp. may be deemed to beneficially own an additional 10,459,865 common shares held directly by Camden Partners Strategic Fund III, L.P. and 434,693 common shares held directly by Camden Partners Strategic Fund III-A, L.P. All of the options granted to David Warnock as a director described in “Director and Officer Stock Option Grants” are excluded from the common shares reported as being beneficially owned by Shane Corp.
|
●
|
Toby Chu’s ownership interest was 5% as of March 13, 2009, 5.4% as of February 24, 2011, 7.6% as of February 28, 2012, and 7.4% as of January 11, 2013.
|
●
|
David Hsu’s ownership interest was 6% as of March 13, 2009, 5.6% as of February 24, 2011, 6.4% as of February 28, 2012, and 6.7% as of January 11, 2013.
|
●
|
MacKenzie Financial Corporation’s ownership interest decreased from 8.8% as of February 25, 2010 to 6.9% as of December 31, 2010, to 6.6% as of February 28, 2012.
|
●
|
Shane Corp.’s ownership interest was 16% as of March 13, 2009, 15.6% as of February 24, 2011, and 15.0% as of February 28, 2012.
|
TSX and TSX-V
|
Amex
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
Annual Market Prices for fiscal year ended | (C$) | (C$) | (US$) | (US$) | ||||||||||||
August 31, 2012
|
0.35 | 0.17 | 0.30 | 0.12 | ||||||||||||
August 31, 2011
|
0.25 | 0.25 | 0.26 | 0.26 | ||||||||||||
August 31, 2010
|
0.92 | 0.52 | 0.87 | 0.48 | ||||||||||||
August 31, 2009
|
1.61 | 0.35 | 1.45 | 0.28 | ||||||||||||
August 31, 2008
|
2.59 | 1.38 | 2.33 | 1.30 | ||||||||||||
Quarterly Market Prices for quarter ended
|
||||||||||||||||
November 30, 2012
|
0.22 | 0.15 | 0.24 | 0.13 | ||||||||||||
August 31, 2012
|
0.28 | 0.18 | 0.30 | 0.12 | ||||||||||||
May 31, 2012
|
0.28 | 0.17 | 0.28 | 0.17 | ||||||||||||
February 29, 2012
|
0.35 | 0.18 | 0.30 | 0.18 | ||||||||||||
November 30, 2011
|
0.30 | 0.19 | 0.29 | 0.18 | ||||||||||||
August 31, 2011
|
0.37 | 0.22 | 0.35 | 0.20 | ||||||||||||
May 31, 2011
|
0.42 | 0.24 | 0.45 | 0.25 | ||||||||||||
February 28, 2011
|
0.52 | 0.35 | 0.58 | 0.36 | ||||||||||||
November 30, 2010
|
0.64 | 0.43 | 0.60 | 0.41 | ||||||||||||
Monthly Market Prices
|
||||||||||||||||
December 2012
|
0.25 | 0.17 | 0.25 | 0.15 | ||||||||||||
November 2012
|
0.21 | 0.16 | 0.23 | 0.13 | ||||||||||||
October 2012
|
0.21 | 0.15 | 0.21 | 0.15 | ||||||||||||
September 2012
|
0.22 | 0.17 | 0.24 | 0.16 | ||||||||||||
August 2012
|
0.25 | 0.18 | 0.22 | 0.17 | ||||||||||||
July 2012
|
0.24 | 0.18 | 0.25 | 0.18 |
Agreement(s)
|
Description
|
Employment Agreement and Extension Agreements with Toby Chu
|
On January 1, 2003 we entered into a two year employment agreement with Toby Chu as President and Chief Executive Officer. The employment agreement includes non-compete provisions pursuant to which Mr. Chu has agreed not to engage in other business activities or serve as a director or officer of a company other entity in competition with us or our subsidiaries during his employment with us and for a period of 90 days after ceasing to serve in such capacities or be employed by us. Mr. Chu also agreed not to own or hold any securities resulting in an ownership interest in excess of 5% in any of our competitors whose securities are listed on a stock exchange or traded on an over the counter market.
We extended the employment agreement with Toby Chu by separate agreement dated January 1, 2005. Mr. Chu’s employment is for an indefinite term. Provisions were added to allow for termination only if mutually acceptable to both parties, and to allow the parties to review the financial terms of the agreement no more than once every two years upon request by either party. On April 19, 2007, we extended the agreement with the same provisions except that Mr. Chu has the option to terminate the agreement upon provided a 90-day notice to us or we may terminate the agreement upon providing a six-month notice to Mr. Chu. The agreement includes a provision for termination by us without prior notice upon the occurrence of certain events.
|
Agreement(s) | Description |
CIBT Centre Agreement with Weifang University
|
In May 2005, CIBT entered into an agreement with Weifang University to establish a CIBT Centre which began operating in August 2007. CIBT and Weifang University have also agreed to cooperate to provide joint educational programs, develop curriculum and course materials and train instructors.
|
Agreement to License Wyotech Automotive
T
echnology Programs
|
On October 24, 2005 CIBT entered into an agreement to license certain automotive technology programs from Titan Schools, Inc., dba Wyotech, to be provided in China. Wyotech is a provider of automotive certificate and diploma programs offered at its campuses in the United States. The license is for a period of ten years.
|
Agreement with Weifang Commercial School
|
In August 2007, CIBT signed an agreement with Weifang Commercial School to provide automotive maintenance, hotel management and accounting programs to Weifang Commercial School.
|
Agreement and Plan of Reorganization with Shane Corp.
|
On December 10, 2007 we and our subsidiary CIBT entered into an agreement and plan of reorganization with Shane Corp. in order to increase our ownership of CIBT. Under this agreement, we issued 10,000,000 common shares to Shane Corp. in exchange for 5,361,667 common shares in CIBT acquired by Shane Corp. upon the exercise of share purchase warrants. Following this, our total interest in CIBT was 100%.
|
Acquisition of Sprott-Shaw
|
Effective December 17, 2007, we acquired the primary assets and liabilities used in the operation of Sprott-Shaw Community College through Sprott-Shaw, our newly incorporated wholly owned subsidiary. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further details.
|
CIBT Centre Agreement with Jinhua Career & Technical College
|
In January 2008 CIBT signed an agreement to establish a CIBT center in China at the Jinhua Career & Technical College in Jinhua City, China.
|
Acquisition of Tourism Training Institute
|
On April 30, 2008, we acquired the primary assets and liabilities used in the operation of Tourism Training Institute, an accredited institution based in Vancouver, Canada with branch offices in Beijing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further details.
|
Education Cooperation Agreement with
Far Eastern University
|
In May 2008, Sprott-Shaw entered into an agreement with Far Eastern University in Manila, Philippines to offer courses at a second university campus. In 2008, we had entered into an agreement with the Far Eastern University and established a CIBT Education Center at Far Eastern University that offers our resident care attendant and practical nursing programs to students in English.
|
Memorandum of Understanding with Thompson Rivers University
and Vancouver Community College
|
In June 2008, CIBT entered into a memorandum of understanding with Thompson Rivers University and Vancouver Community College to allow students completing a two-year business administration and computer sciences diploma program with CIBT in China to continue studies towards a baccalaureate degree at Thompson Rivers after successfully completing a nine to 12 month English upgrading and learning competency training program at Vancouver Community College.
|
Acquisition of Concordia Career College Ltd.
|
Effective September 4, 2008, we acquired certain assets used in the operation of Concordia Career College Ltd. through Sprott-Shaw, our newly incorporated wholly owned subsidiary. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further details.
|
Acquisition of Pan Pacific International College Inc.
|
Effective December 12, 2008 we acquired certain property and assets, including intellectual property rights and regulatory approvals, and assumed certain obligations of Pan Pacific International College Inc., an English language college located in Victoria, Canada, targeting the Japanese and Latin American ESL student market.
|
CIBT Centre Agreement in Korea
|
On June 4 2009, CIBT entered into an agreement with Truenet Media Group Ltd. to establish a CIBT Education Center in Seoul, South Korea at National Cambridge College. After the CIBT Education Center is completed, it will offer CIBT’s International Foundation Program to students in Korea.
|
●
|
acquisition of our common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities;
|
●
|
acquisition or control of us in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Canada Act; and
|
●
|
acquisition or control of us by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of us, through the ownership of voting interests, remains unchanged.
|
1.
|
CIBT, which conducts operations primarily in China and in which we currently hold a 100% ownership interest;
|
2.
|
Sprott-Shaw, which operates primarily in Canada and with a presence in Asia and the Middle East, in which we acquired a 100% ownership interest on December 17, 2007; and
|
3.
|
The KGIC Colleges, which are comprised of KGIC Business College (2010) Corp. and KGIC Language College (2010) Corp., our wholly-owned subsidiaries that operate primarily in Canada, and which were organized in connection with the acquisition of substantially all of the assets of KGIC on March 15, 2010.
|
●
|
In the process of documenting and improving our controls over financial reporting, management has identified certain material weaknesses that existed in the design or operation of our internal control over financial reporting including ineffective control over the financing reporting of subsidiaries; insufficient staffing in accounting and finance in business segments; and ineffective controls related to the period-end financial reporting process that impacts management’s ability to oversee the preparation of the consolidated financial statements
|
●
|
enhance our risk assessment, internal control design and documentation; and
|
●
|
develop and implement other procedures in the internal control function.
|
For the year
ended
August 31,
2011
|
For the year
ended
August 31,
2012
|
|||||||
(C$) |
(C$)
|
|||||||
Audit Fees
(1)
|
300,500 | 380,000 | ||||||
Audit-Related Fees
(2)
|
199,200 | 149,000 | ||||||
Tax Fees
(3)
|
58,362 | 60,050 | ||||||
All Other Fees
(4)
|
18,000 | 0 | ||||||
Total
|
576,062 | 589,050 |
(1)
|
“Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our consolidated annual financial statements, the review of our comparative financial statements, the review of our Form 20-F annual report and consultation services for our changeover to IFRS.
|
(2)
|
“Audit-related fees” represents aggregate fees billed for professional services rendered by our independent registered public accounting firm for the assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”
|
(3)
|
“Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning services.
|
(4)
|
All other fees consist of fees billed which are not included under audit fees, audit related fees or tax fees. Such services for fiscal 2011 related to training services for our changeover to IFRS.
|
Total Number of
Shares (or Units)
Purchased
|
Average Price
Paid per
Share (or Unit)
(C$)
|
Total Number
of Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
Maximum Number
(or Approximate
Dollar Value)
of Shares (or Units)
that May Yet Be P
urchased Under the
Plans or Programs
|
|
July 1 to July 31, 2006
|
5,000
|
0.90
|
253,500
|
746,500
(1)
|
August 1 to August 31, 2006
|
20,000
|
0.88
|
273,500
|
726,500
(1)
|
September 1 to September 30, 2006
|
32,000
|
0.87
|
305,500
|
694,500
(1)
|
October 1 to October 31, 2006
|
44,000
|
0.81
|
349,500
|
650,500
(1)
1,000,000
(2)
|
November 1 to November 30, 2006
|
257,000
|
0.78
|
257,000
|
743,000
(2)
|
December 1 to December 31, 2006
|
119,396
|
0.78
|
376,396
|
366,604
(2)
|
January 1 to January 31, 2007
|
312,500
|
0.80
|
688,896
|
311,104
(2)
|
February 1 to February 28, 2007
|
N/A
|
N/A
|
N/A
|
N/A
|
March 1 to March 31, 2007
|
N/A
|
N/A
|
N/A
|
N/A
|
April 1 to April 30, 2007
|
N/A
|
N/A
|
N/A
|
N/A
|
May 1 to May 31, 2007
|
Nil
|
Nil
|
Nil
|
1,000,000
(3)
|
June 1 to June 30, 2007
|
644,300
|
1.51
|
644,300
|
355,700
(3)
|
July 1 to July 31, 2007
|
256,400
|
1.73
|
900,700
|
99,300
(3)
800,000
(4)
899,300
(3)
|
August 1 to August 31, 2007
|
29,000
|
1.68
|
929,700
|
870,300
(3)
|
September 1 to September 30, 2007
|
N/A
|
N/A
|
N/A
|
N/A
|
October 1 to October 31, 2007
|
N/A
|
N/A
|
N/A
|
N/A
|
November 1 to November 30, 2007
|
N/A
|
N/A
|
N/A
|
N/A
|
December 1 to December 31, 2007
|
N/A
|
N/A
|
N/A
|
N/A
|
Total Number of
Shares (or Units)
Purchased
|
Average Price
Paid per
Share (or Unit)
(C$)
|
Total Number
of Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
Maximum Number
(or Approximate
Dollar Value)
of Shares (or Units)
that May Yet Be P
urchased Under the
Plans or Programs
|
|
January 1 to January 31, 2008
|
N/A
|
N/A
|
N/A
|
N/A
|
February 1 to February 28, 2008
|
N/A
|
N/A
|
N/A
|
N/A
|
March 1 to March 31, 2008
|
142,200
|
2.01
|
142,200
|
1,500,000
(5)
1,357,800
(5)
|
April 1 to April 30, 2008
|
376,200
|
2.14
|
518,400
|
981,600
(5)
|
May 1 to May 31, 2008
|
101,000
|
2.03
|
101,000
|
880,600
(5)
|
June 1 to June 30, 2008
|
36,000
|
1.90
|
554,400
|
844,600
(5)
|
July 1 to July 31, 2008
|
653,900
|
1.65
|
754,900
|
190,700
(5)
|
August 1 to August 31, 2008
|
178,900
|
1.51
|
733,300
|
11,800
(5)
|
September 1 to September 30, 2008
|
11,800
|
1.50
|
766,700
|
-
|
October 1 to October 31, 2008
|
163,500
|
0.48
|
163,500
|
1,000,000
(6)
836,500
(6)
|
November 1 to November 30, 2008
|
42,500
|
0.67
|
206,000
|
794,000
(6)
|
December 1 to December 31, 2008
|
108,000
|
0.42
|
314,000
|
686,000
(6)
|
January 1 to January 31, 2009
|
57,000
|
0.54
|
371,000
|
629,000
(6)
|
February 1 to February 28, 2009
|
26,000
|
0.59
|
397,000
|
626,400
|
March 1 to March 31, 2009
|
128,500
|
0.49
|
525,500
|
497,900
|
April 1 to April 30, 2009
|
61,500
|
0.58
|
587,000
|
436,400
|
May 1 to May 31, 2009
|
-
|
-
|
-
|
-
|
June 1 to June 30, 2009
|
5,500
|
0.56
|
592,500
|
430,900
|
July 1 to July 31, 2009
|
34,000
|
0.66
|
626,500
|
396,900
|
August 1 to August 31, 2009
|
32,500
|
0.55
|
659,000
|
364,400
|
September 1 to September 30, 2009
|
15,000
|
0.68
|
674,000
|
349,400
|
October 1 to October 31, 2009
|
20,000
|
0.70
|
694,000
|
329,400
|
November 1, 2009 to February 3, 2011
|
-
|
-
|
-
|
-
|
February 4 to February 28, 2011
|
5,000
|
0.40
|
5,000
|
2,995,000
(7)
|
March 1 to March 31, 2011
|
-
|
-
|
-
|
-
|
April 1 to April 30, 2011
|
41,000
|
0.27
|
46,000
|
2,954,000
(7)
|
May 1 to May 31, 2011
|
55,000
|
0.27
|
101,000
|
2,899,000
(7)
|
June 1 to June 30, 2011
|
-
|
-
|
-
|
-
|
July 1 to July 31, 2011
|
-
|
-
|
-
|
-
|
Total Number of
Shares (or Units)
Purchased
|
Average Price
Paid per
Share (or Unit)
(C$)
|
Total Number
of Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
Maximum Number
(or Approximate
Dollar Value)
of Shares (or Units)
that May Yet Be P
urchased Under the
Plans or Pro
|
|
August 1 to August 31, 2011
|
-
|
-
|
-
|
-
|
September 1 to September 30, 2011
|
24,500
|
0.24
|
125,500
|
2,874,500
(7)
|
October 1 to October 31, 2011
|
29,500
|
0.23
|
155,000
|
2,845,000
(7)
|
November 1 to November 30, 2011
|
33,500
|
0.26
|
188,500
|
2,811,500
(7)
|
December 1 to December 31, 2012
|
80,000
|
0.24
|
268,500
|
2,731,500
(7)
|
January 1 to January 31, 2012
|
100,000
|
0.28
|
368,500
|
2,631,500
(7)
(8)
|
February 1 to February 29, 2012
|
92,000
|
0.24
|
460,500
|
2,662,500
(7)
(8)
2,917,000
(8)
(9)
|
March 1 to March 31, 2012
|
167,500
|
0.22
|
628,000
|
2,749,500
(9)
|
April 1 to April 30, 2012
|
189,500
|
0.22
|
817,500
|
2,560,000
(9)
|
May 1 to May 31, 2012
|
171,500
|
0.25
|
989,000
|
2,388,500
(9)
|
June 1 to June 30, 2012
|
155,500
|
0.24
|
1,144,500
|
2,233,000
(9)
|
July 1 to July 31, 2012
|
118,000
|
0.23
|
1,262,500
|
2,115,000
(9)
|
August 1 to August 31, 2012
|
176,500
|
0.23
|
1,439,000
|
1,938,500
(9)
|
September 1 to September 30, 2012
|
91,500
|
0.20
|
1,530,500
|
1,847,000
(9)
|
October 1 to October 31, 2012
|
37,000
|
0.20
|
1,567,500
|
1,810,000
(9)
|
November 1 to November 30, 2012
|
179,000
|
0.19
|
1,746,500
|
1,631,000
(9)
|
December 1 to December 31, 2012
|
215,000
|
0.19
|
1,961,500
|
1,416,000
(9)
|
(1)
|
On October 5, 2005, we filed a Notice of Intention to Make a Normal Course Issuer Bid with the TSX Venture Exchange advising of our intention to purchase up to 1,000,000 of our common shares at market price through the facilities of the TSX Venture Exchange. This normal course issuer bid is being conducted through Peter N. Phipps at Wellington West Capital Inc. in Halifax, Nova Scotia and expired on October 6, 2006. We totally purchased 349,500 of our common shares pursuant to this normal course issuer bid conducted from October 5, 2005 to October 2006.
|
(2)
|
On October 16, 2006, we filed a Notice of Intention to Make a Normal Course Issuer Bid with the TSX Venture Exchange advising of our intention to purchase up to 1,000,000 of our common shares at market price through the facilities of the TSX Venture Exchange. This normal course issuer bid was conducted through Research Capital Corporation, of Vancouver, British Columbia, and was terminated in February 2007. Under this normal course issuer bid, we purchased a total of 688,896 of our common shares.
|
(3)
|
On May 18, 2007, we filed a Notice of Intention to Make a Normal Course Issuer Bid with the TSX Venture Exchange advising of our intention to purchase up to 1,000,000 of our common shares at market price through the facilities of the TSX Venture Exchange. This normal course issuer bid, which was conducted through Research Capital Corporation, of Vancouver, British Columbia, has been completely filled as of December 3, 2007.
|
(4)
|
On July 12, 2007, we sold 800,000 treasury shares acquired through the provisions of our normal course issuer bid to certain directors at C$1.61 per share (market price) for total proceeds of C$1,288,000. The average cost to us of the treasury shares was C$1.21 per share.
|
(5)
|
On March 24, 2008, we renewed our TSX normal course issuer bid allowing us to repurchase a total of 1.5 million of our common shares through the facilities of the TSX Venture Exchange. This normal course issuer bid, which was conducted through Canaccord Capital Corporation, was completely filled as of September 11, 2008.
|
(6)
|
On October 9, 2008, we renewed our TSX normal course issuer bid allowing for the repurchase of up to 1 million of our common shares at market price through the facilities of the TSX Venture Exchange. This TSX normal course issuer bid, which was conducted through Union Securities Ltd., expired on October 8, 2009. Under this normal course issuer bid, we purchased a total of 694,000 of our common shares.
|
(7)
|
On February 1, 2011, we obtained approval from the Toronto Stock Exchange to conduct a normal course issuer bid allowing for the repurchase of up to 3 million of our common shares at market price through the facilities of the Toronto Stock Exchange. This normal course issuer bid expired on February 3, 2012.
|
(8)
|
In February 2012, a total of 9,000 common shares were repurchased under the 2011 plan described in Note 7 above, and 83,000 common shares were repurchased under the 2012 plan described in Note 9 below.
|
(9)
|
On February 16, 2012, we obtained approval from the Toronto Stock Exchange to conduct a normal course issuer bid allowing for the repurchase of up to 3,000,000 of our common shares at market price through the facilities of the Toronto Stock Exchange. This normal course issuer bid commenced on February 21, 2012 and will expire on February 20, 2013.
|
/s/ Toby Chu | /s/ Troy Rice | |
Toby Chu, Chief Executive Officer & Director
|
Troy Rice, Director
|
Year Ended
August 31,
2012
|
Year Ended
August 31,
2011
|
|||||||
NET LOSS
|
$ | (813,888 | ) | $ | (9,462,921 | ) | ||
OTHER COMPREHENSIVE LOSS:
|
||||||||
Unrealized foreign exchange translation adjustment
|
49,070 | (28,817 | ) | |||||
TOTAL COMPREHENSIVE LOSS:
|
$ | (764,818 | ) | $ | (9,491,738 | ) | ||
ATTRIBUTABLE TO:
|
||||||||
CIBT Education Group Inc. shareholders
|
$ | (1,168,061 | ) | $ | (9,816,113 | ) | ||
Non-controlling interests
|
403,243 | 324,375 | ||||||
$ | (764,818 | ) | $ | (9,491,738 | ) |
Share Capital
|
Reserves
|
Accumulated
|
||||||||||||||||||||||||||||||||||||||
Other
|
||||||||||||||||||||||||||||||||||||||||
Number of
|
Share- |
Comprehensive
|
Total
|
Non-
|
||||||||||||||||||||||||||||||||||||
Common
|
Dollar
|
Based
|
Treasury
|
Income
|
Shareholders’
|
Controlling
|
Total
|
|||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Warrants
|
Payments
|
Shares
|
Deficit
|
(Loss)
|
Equity
|
Interests
|
Equity
|
|||||||||||||||||||||||||||||||
Balance, September 1, 2010
|
69,226,011 | $ | 47,709,836 | $ | 2,081,453 | $ | 3,181,583 | $ | (3,273,790 | ) | $ | (23,564,680 | ) | $ | - | $ | 26,134,402 | $ | 1,327,126 | $ | 27,461,528 | |||||||||||||||||||
Unrealized foreign exchange translation adjustments
|
- | - | - | - | - | - | (2,331 | ) | (2,331 | ) | (26,486 | ) | (28,817 | ) | ||||||||||||||||||||||||||
Net income (loss) for the year
|
- | - | - | - | - | (9,813,782 | ) | - | (9,813,782 | ) | 350,861 | (9,462,921 | ) | |||||||||||||||||||||||||||
(9,813,782 | ) | (2,331 | ) | (9,816,113 | ) | 324,375 | (9,491,738 | ) | ||||||||||||||||||||||||||||||||
Share-based payment expense
|
- | - | - | 59,896 | - | - | - | 59,896 | - | 59,896 | ||||||||||||||||||||||||||||||
Payments to non-controlling interests
|
- | - | - | - | - | - | - | - | (505,934 | ) | (505,934 | ) | ||||||||||||||||||||||||||||
Purchase of treasury shares
|
- | - | - | - | (30,265 | ) | - | - | (30,265 | ) | - | (30,265 | ) | |||||||||||||||||||||||||||
Shares and warrants issued for private
placement, net of issue costs of $10,050
|
2,723,333 | 476,950 | 330,000 | - | - | - | - | 806,950 | - | 806,950 | ||||||||||||||||||||||||||||||
Fair value of agent’s warrants for
private placement
|
- | (4,020 | ) | 4,020 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Balance, August 31, 2011
|
71,949,344 | 48,182,766 | 2,415,473 | 3,241,479 | (3,304,055 | ) | (33,378,462 | ) | (2,331 | ) | 17,154,870 | 1,145,567 | 18,300,437 | |||||||||||||||||||||||||||
Unrealized foreign exchange translation adjustments
|
- | - | - | - | - | - | 14,483 | 14,483 | 34,587 | 49,070 | ||||||||||||||||||||||||||||||
Net income (loss) for the year
|
- | - | - | - | - | (1,182,544 | ) | - | (1,182,544 | ) | 368,656 | (813,888 | ) | |||||||||||||||||||||||||||
(1,182,544 | ) | 14,483 | (1,168,061 | ) | 403,243 | (764,818 | ) | |||||||||||||||||||||||||||||||||
Share-based payment expense
|
- | - | - | 178,564 | - | - | - | 178,564 | - | 178,564 | ||||||||||||||||||||||||||||||
Payments to non-controlling interests
|
- | - | - | - | - | - | - | - | (283,875 | ) | (283,875 | ) | ||||||||||||||||||||||||||||
Purchase of treasury shares
|
- | - | - | - | (327,455 | ) | - | - | (327,455 | ) | - | (327,455 | ) | |||||||||||||||||||||||||||
Balance, August 31, 2012
|
71,949,344 | $ | 48,182,766 | $ | 2,415,473 | $ | 3,420,043 | $ | (3,631,510 | ) | $ | (34,561,006 | ) | $ | 12,152 | $ | 15,837,918 | $ | 1,264,935 | $ | 17,102,853 |
Year Ended
August 31,
2012
|
Year Ended
August 31,
2011
|
|||||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
|
||||||||
Net (loss) income
|
$ | (813,888 | ) | $ | (9,462,921 | ) | ||
Adjusted for items not involving cash:
|
||||||||
- amortization of property, equipment and intangible assets (including agency fees)
|
2,821,423 | 2,558,542 | ||||||
- share-based payment expense
|
178,564 | 59,896 | ||||||
- income tax recovery
|
118,446 | (828,562 | ) | |||||
- loss on disposal of assets
|
57,146 | 39,656 | ||||||
- impairment of marketable securities
|
- | 60,000 | ||||||
- impairment of intangible assets and goodwill
|
- | 5,897,778 | ||||||
- write-off of deferred offering costs
|
- | 510,711 | ||||||
- advances from related parties
|
- | (58,819 | ) | |||||
2,361,691 | (1,223,719 | ) | ||||||
Net changes in non-cash working capital items (Note 21)
|
3,932,516 | (1,125,453 | ) | |||||
NET CASH FROM (USED IN) OPERATING ACTIVITIES
|
6,294,207 | (2,349,172 | ) | |||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
|
||||||||
Purchases of property and equipment
|
(1,618,793 | ) | (488,247 | ) | ||||
Restricted cash
|
(7,500 | ) | (250,000 | ) | ||||
Acquisition of business assets
|
(150,000 | ) | (50,000 | ) | ||||
Acquisition of intangible assets
|
(1,768,550 | ) | (1,297,004 | ) | ||||
NET CASH (USED IN) INVESTING ACTIVITIES
|
(3,544,843 | ) | (2,085,251 | ) | ||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
|
||||||||
Proceeds from issuance of shares
|
- | 806,950 | ||||||
Treasury share transactions
|
(327,455 | ) | (30,265 | ) | ||||
Advances from related parties
|
16,933 | 43,721 | ||||||
Non-controlling interest draws
|
(283,875 | ) | (505,934 | ) | ||||
Finance lease obligation
|
(45,040 | ) | (105,753 | ) | ||||
Long-term debt repayments
|
(602,492 | ) | (607,164 | ) | ||||
Deferred costs
|
- | (171,820 | ) | |||||
NET CASH (USED IN) FINANCING ACTIVITIES
|
(1,283,081 | ) | (570,265 | ) | ||||
EFFECTS OF EXCHANGE RATE CHANGES ON CASH
|
473 | (50,579 | ) | |||||
NET INCREASE (DECREASE) IN CASH
|
1,507,908 | (5,055,267 | ) | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
6,456,568 | 11,511,835 | ||||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$ | 7,964,476 | $ | 6,456,568 |
●
|
valuation of financial instruments;
|
●
|
fair value of stock options;
|
●
|
provision for doubtful accounts receivable;
|
●
|
useful lives of tangible and intangible assets;
|
●
|
depreciation and amortization of property and equipment;
|
●
|
amortization of intangible assets; and
|
●
|
assessing recoverability of goodwill and intangible assets
|
●
|
Leasehold improvements – straight-line over the lesser of five years and remaining lease term;
|
●
|
Furniture and equipment – 20% declining balance.
|
●
|
deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognized and measured in accordance with IAS 12,
Income Taxes
and IAS 19,
Employee Benefits
, respectively;
|
●
|
liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Company entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2,
Share-Based Payment
, at the acquisition date; and
|
●
|
assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5,
Non-Current Assets Held for Sale and Discontinued Operations
, are measured in accordance with that standard.
|
Balance sheet item
|
Classification
|
Measurement basis
|
Cash and cash equivalents
|
Fair value through profit or loss
|
Fair value
|
Marketable securities
|
Available-for-sale
|
Fair value
|
Accounts receivable
|
Loans and receivables
|
Amortized cost
|
Due from related parties
|
Loans and receivables
|
Amortized cost
|
Accounts payable and accrued liabilities
|
Other liabilities
|
Amortized cost
|
Long-term debt
|
Other liabilities
|
Amortized cost
|
Due to related parties
|
Other liabilities
|
Amortized cost
|
Subsidiary / division
|
Non-controlling interest %
|
Beihai College
|
40.00 %
|
Sprott-Shaw Degree College Corp. – Surrey Campus
|
33.33 %
|
Irix Design Group Inc.
|
49.00 %
|
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
||||||||||
Trade receivables
|
$ | 9,623,495 | $ | 9,427,911 | $ | 10,759,227 | ||||||
Less: allowance for bad debts
|
(999,352 | ) | (914,358 | ) | (451,691 | ) | ||||||
KGIC purchase price adjustment receivable
|
- | - | 700,000 | |||||||||
Other
|
- | - | 216,358 | |||||||||
$ | 8,624,143 | $ | 8,513,553 | $ | 11,223,894 |
Aging of past due but not impaired
|
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
|||||||||
30 to 60 days
|
$ | 616,979 | $ | 1,276,880 | $ | 1,063,935 | ||||||
60 to 90 days
|
145,849 | 849,972 | 464,077 | |||||||||
$ | 762,828 | $ | 2,126,852 | $ | 1,528,012 |
Movement in the allowance for doubtful accounts
|
August 31,
2012
|
August 31,
2011
|
||||||
Beginning balance
|
$ | 914,358 | $ | 451,691 | ||||
Additions
|
879,723 | 1,243,943 | ||||||
Amounts written off during the year as uncollectible
|
(696,953 | ) | (781,276 | ) | ||||
Amounts recovered during the year
|
(97,776 | ) | - | |||||
Ending balance
|
$ | 999,352 | $ | 914,358 |
August 31, 2012 and August 31, 2011
|
September 1, 2010
|
|||||||||||||||
Number of Shares
|
Carrying Value
|
Number of Shares
|
Carrying Value
|
|||||||||||||
Available-for-sale securities
|
5,862,824 | $ | - | 5,862,824 | $ | 60,000 | ||||||||||
Market price
|
2011 - US$0.01 per share *
2012 – no market data available
|
US$0.01 per share *
|
Furniture
and
equipment
|
Leasehold
improvements
|
Equipment
under
finance lease
|
Total
|
|||||||||||||
Cost
|
||||||||||||||||
September 1, 2010
|
$ | 3,725,295 | $ | 2,805,483 | $ | 524,524 | $ | 7,055,302 | ||||||||
Additions
|
364,537 | 132,848 | 153,325 | 650,710 | ||||||||||||
Disposals
|
(265,319 | ) | (38,565 | ) | (115,753 | ) | (419,637 | ) | ||||||||
Foreign exchange adjustments
|
(2,852 | ) | (6,892 | ) | - | (9,744 | ) | |||||||||
August 31, 2011
|
3,821,661 | 2,892,874 | 562,096 | 7,276,631 | ||||||||||||
Additions
|
576,368 | 1,042,425 | 469,702 | 2,088,495 | ||||||||||||
Disposals
|
(154,928 | ) | (168,277 | ) | (84,639 | ) | (407,844 | ) | ||||||||
Foreign exchange adjustments
|
4,673 | 527 | - | 5,200 | ||||||||||||
August 31, 2012
|
$ | 4,247,774 | $ | 3,767,549 | $ | 947,159 | $ | 8,962,482 | ||||||||
Depreciation and impairment loss
|
||||||||||||||||
September 1, 2010
|
$ | (1,795,625 | ) | $ | (1,634,967 | ) | $ | (205,857 | ) | $ | (3,636,449 | ) | ||||
Depreciation for the year
|
(524,372 | ) | (586,470 | ) | (79,555 | ) | (1,190,397 | ) | ||||||||
Impairment loss
|
(128,526 | ) | - | - | (128,526 | ) | ||||||||||
Disposals
|
241,281 | 4,568 | 61,365 | 307,214 | ||||||||||||
Foreign exchange adjustments
|
2,776 | 569 | - | 3,345 | ||||||||||||
August 31, 2011
|
(2,204,466 | ) | (2,216,300 | ) | (224,047 | ) | (4,644,813 | ) | ||||||||
Depreciation for the year
|
(515,481 | ) | (503,495 | ) | (97,629 | ) | (1,116,605 | ) | ||||||||
Disposals
|
116,092 | 133,916 | 68,489 | 318,497 | ||||||||||||
Foreign exchange adjustments
|
(246 | ) | (145 | ) | - | (391 | ) | |||||||||
August 31, 2012
|
$ | (2,604,101 | ) | $ | (2,586,024 | ) | $ | (253,187 | ) | $ | (5,443,312 | ) | ||||
Net carrying amounts
|
||||||||||||||||
At September 1, 2010
|
$ | 1,929,670 | $ | 1,170,516 | $ | 318,667 | $ | 3,418,853 | ||||||||
At August 31, 2011
|
$ | 1,617,195 | $ | 676,574 | $ | 338,049 | $ | 2,631,818 | ||||||||
At August 31, 2012
|
$ | 1,643,673 | $ | 1,181,525 | $ | 693,972 | $ | 3,519,170 |
Total intangible assets
|
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
|||||||||
Intangible assets with definite life
|
$ | 4,195,533 | $ | 4,118,168 | $ | 4,191,744 | ||||||
Intangible assets with indefinite life
|
8,052,993 | 8,052,993 | 11,534,340 | |||||||||
Total intangible assets
|
$ | 12,248,526 | $ | 12,171,161 | $ | 15,726,084 |
Intangible assets with definite life
|
Agreements
and
contracts
|
Curriculum
|
Foreign
cooperative
agreements
|
Agency
fees
|
Total
|
|||||||||||||||
Cost
|
||||||||||||||||||||
September 1, 2010
|
$ | 348,333 | $ | 2,912,000 | $ | 2,268,714 | $ | 900,967 | $ | 6,430,014 | ||||||||||
Additions
|
- | 65,041 | - | 1,231,963 | 1,297,004 | |||||||||||||||
Disposals
|
- | - | - | - | - | |||||||||||||||
Foreign exchange adjustments
|
- | - | (3,226 | ) | - | (3,226 | ) | |||||||||||||
August 31, 2011
|
348,333 | 2,977,041 | 2,265,488 | 2,132,930 | 7,723,792 | |||||||||||||||
Additions
|
- | 229,106 | - | 1,539,444 | 1,768,550 | |||||||||||||||
Disposals
|
- | - | (1,048,000 | ) | - | (1,048,000 | ) | |||||||||||||
Foreign exchange adjustments
|
- | - | 9,770 | - | 9,770 | |||||||||||||||
August 31, 2012
|
$ | 348,333 | $ | 3,206,147 | $ | 1,227,258 | $ | 3,672,374 | $ | 8,454,112 | ||||||||||
Accumulated amortization
|
||||||||||||||||||||
September 1, 2010
|
$ | (203,813 | ) | $ | (400,800 | ) | $ | (1,633,657 | ) | $ | - | $ | (2,238,270 | ) | ||||||
Amortization
|
(64,153 | ) | (223,750 | ) | (179,275 | ) | (900,967 | ) | (1,368,145 | ) | ||||||||||
Disposals
|
- | - | - | - | - | |||||||||||||||
Foreign exchange adjustments
|
- | - | 791 | - | 791 | |||||||||||||||
August 31, 2011
|
(267,966 | ) | (624,550 | ) | (1,812,141 | ) | (900,967 | ) | (3,605,624 | ) | ||||||||||
Amortization
|
(60,264 | ) | (245,520 | ) | (159,071 | ) | (1,231,963 | ) | (1,696,818 | ) | ||||||||||
Disposals
|
- | - | 1,048,000 | - | 1,048,000 | |||||||||||||||
Foreign exchange adjustments
|
- | - | (4,137 | ) | - | (4,137 | ) | |||||||||||||
August 31, 2012
|
$ | (328,230 | ) | $ | (870,070 | ) | $ | (927,349 | ) | $ | (2,132,930 | ) | $ | (4,258,579 | ) | |||||
Net carrying amounts
|
||||||||||||||||||||
At September 1, 2010
|
$ | 144,520 | $ | 2,511,200 | $ | 635,057 | $ | 900,967 | $ | 4,191,744 | ||||||||||
At August 31, 2011
|
$ | 80,367 | $ | 2,352,491 | $ | 453,347 | $ | 1,231,963 | $ | 4,118,168 | ||||||||||
At August 31, 2012
|
$ | 20,103 | $ | 2,336,077 | $ | 299,909 | $ | 1,539,444 | $ | 4,195,533 | ||||||||||
Weighted average remaining
useful life at August 31, 2012
|
0.33 years
|
9.44 years
|
5.16 years
|
0.99 years
|
3.52 years
|
Intangible assets with indefinite life
|
||||||||||||||||
Accreditations
and
registrations
|
Brand-names
and
trade-names
|
Chinese
university
agreements
|
Total
|
|||||||||||||
Cost
|
||||||||||||||||
September 1, 2010
|
$ | 2,706,000 | $ | 4,886,000 | $ | 3,942,340 | $ | 11,534,340 | ||||||||
Impairment loss (Note 8)
|
- | - | (3,481,347 | ) | (3,481,347 | ) | ||||||||||
August 31, 2011
|
2,706,000 | 4,886,000 | 460,993 | 8,052,993 | ||||||||||||
August 31, 2012
|
$ | 2,706,000 | $ | 4,886,000 | $ | 460,993 | $ | 8,052,993 |
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
||||||||||
Beginning balance
|
$ | 8,335,791 | $ | 10,623,696 | $ | 6,634,875 | ||||||
Additions during the year
|
150,000 | - | 3,988,821 | |||||||||
Impairments during the year (Note 8)
|
- | (2,287,905 | ) | - | ||||||||
Ending balance
|
$ | 8,485,791 | $ | 8,335,791 | $ | 10,623,696 |
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
||||||||||
CIBT China (Note 8)
|
- | - | 2,287,905 | |||||||||
Sprott-Shaw Degree College Corp.
|
4,793,303 | 4,793,303 | 4,793,303 | |||||||||
KGIC Language College Corp.
|
3,692,488 | 3,542,488 | 3,542,488 | |||||||||
$ | 8,485,791 | $ | 8,335,791 | $ | 10,623,696 |
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
||||||||||
Beginning balance
|
$ | - | $ | 400,252 | $ | - | ||||||
Additions during the year
|
- | 110,459 | 600,252 | |||||||||
Expensed during the year
|
- | (510,711 | ) | (200,000 | ) | |||||||
Ending balance
|
$ | - | $ | - | $ | 400,252 |
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
||||||||||
Trade accounts payable
|
$ | 3,033,474 | $ | 2,215,833 | $ | 2,704,039 | ||||||
Payroll and related liabilities
|
1,235,004 | 1,509,262 | 1,579,398 | |||||||||
Purchase price payable
|
- | - | 436,333 | |||||||||
Tuition fees and grants payable
|
300,363 | 215,518 | 74,017 | |||||||||
Others
|
126,749 | 204,999 | 213,400 | |||||||||
$ | 4,695,590 | $ | 4,145,612 | $ | 5,007,187 |
Onerous
leases
|
Legal claims
and
severance
|
Total
|
||||||||||
Balance, August 31, 2010
|
$ | 122,188 | $ | - | $ | 122,188 | ||||||
Additional provisions recognized
|
117,644 | 338,924 | 456,568 | |||||||||
Reductions arising from payments
|
(757 | ) | - | (757 | ) | |||||||
Increase resulting from accretion of provision
|
4,548 | - | 4,548 | |||||||||
Unwinding of discount and effect of changes in discount rate
|
5,091 | - | 5,091 | |||||||||
Balance, August 31, 2011
|
248,714 | 338,924 | 587,638 | |||||||||
Additional provisions recognized
|
1,548 | 262,788 | 264,336 | |||||||||
Reductions arising from payments
|
- | (338,924 | ) | (338,924 | ) | |||||||
Reductions resulting from accretion of provision
|
(82,064 | ) | - | (82,064 | ) | |||||||
Unwinding of discount and effect of changes in discount rate
|
(3,172 | ) | - | (3,172 | ) | |||||||
Balance, August 31, 2012
|
$ | 165,026 | $ | 262,788 | $ | 427,814 |
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
||||||||||
Demand term instalment loan, payable in monthly instalments of $50,000 plus interest at the prime rate plus 2%, due February 2015
|
$ | 1,550,000 | $ | 2,150,000 | $ | 2,750,000 | ||||||
Promissory note payable at $460 per month including interest at 8.5% per annum, unsecured, due October 2013
|
34,232 | 36,724 | 39,013 | |||||||||
Promissory note payable at $505 per month including interest at 8% per annum, unsecured, due June 2011
|
- | - | 4,875 | |||||||||
1,584,232 | 2,186,724 | 2,793,888 | ||||||||||
Less: current portion
|
(1,552,712 | ) | (2,152,492 | ) | (2,757,164 | ) | ||||||
$ | 31,520 | $ | 34,232 | $ | 36,724 |
●
|
first priority security interest in the assets of SSDC
|
●
|
assignment of fire and perils insurance on the property of SSDC
|
●
|
guarantee from KGIC on the bank indebtedness of SSDC
|
●
|
postponement of claims from the Company on advances to SSDC
|
●
|
the senior debt to earnings before interest, taxes, depreciation and amortization not to exceed 1.75 to 1.0 at any time
|
●
|
the adjusted current ratio is not less than 1.75 to 1.0 at any time
|
●
|
the adjusted fixed charge coverage ratio is not less than 1.2 to 1.0 at any time
|
Minimum lease payments
|
Present value of minimum lease payments
|
|||||||||||||||||||||||
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
|||||||||||||||||||
Not later than one year
|
$ | 221,990 | $ | 133,068 | $ | 147,257 | $ | 167,902 | $ | 101,765 | $ | 118,098 | ||||||||||||
Later than one year and not later than five years
|
666,905 | 289,846 | 262,441 | 575,456 | 249,132 | 222,810 | ||||||||||||||||||
Later than five years
|
- | - | - | - | - | - | ||||||||||||||||||
888,895 | 422,914 | 409,698 | 743,358 | 350,897 | 340,908 | |||||||||||||||||||
Less: future finance charges
|
(145,537 | ) | (72,017 | ) | (68,790 | ) | - | - | - | |||||||||||||||
Present value of minimum lease payments
|
743,358 | 350,897 | 340,908 | $ | 743,358 | $ | 350,897 | $ | 340,908 | |||||||||||||||
Less: current portion
|
(167,902 | ) | (101,765 | ) | (118,098 | ) | ||||||||||||||||||
$ | 575,456 | $ | 249,132 | $ | 222,810 |
Number of Warrants
|
Weighted Average
Exercise Price ($)
|
Weighted Average
Remaining Life
|
|
Balance, September 1, 2010
|
210,000
|
0.70
|
0.18 years
|
- warrants issued during the year
|
2,756,833
|
0.35
|
|
- warrants expired during the year
|
(210,000)
|
0.70
|
|
Balance, August 31, 2011
|
2,756,833
|
0.35
|
2.84 years
|
There was no share purchase warrant activity during the year ended August 31, 2012.
|
Number of Warrants
|
Exercise Price
|
Expiry Date
|
Remaining
Contractual Life
|
1,723,500
|
$0.35
|
June 29, 2014
|
1.85 years
|
1,033,333
|
$0.35
|
July 11, 2014
|
1.86 years
|
2,756,833
|
August 31,
2011
|
September 1,
2010
|
|||||||
Exercise price
|
$ | 0.35 | $ | 0.70 | ||||
Expected dividend yield
|
0.00 | % | 0.00 | % | ||||
Expected volatility
|
79.6 | % | 82.9 | % | ||||
Risk-free interest rate
|
1.86 | % | 0.57 | % | ||||
Expected life
|
3 years
|
1 year
|
●
|
The term of any options granted under the Plan is fixed by the board of directors at the time the options are granted, to a maximum term of five years.
|
●
|
The exercise price of any options granted under the Plan is determined by the board of directors, but shall not be less than the last closing price on the TSX Exchange of the Company’s common shares preceding the grant of such options, less any permitted discount.
|
●
|
Unless otherwise imposed by the board of directors, no vesting requirement applies to options granted under the Plan but a four month hold period, commencing from the date of grant of an option, applies to all shares issued upon exercise of an option.
|
●
|
All options granted under the Plan are non-assignable and non-transferable.
|
●
|
If an option holder ceases to hold a position with the Company in which the option holder would be eligible to be granted an option (other then by reason of death), then the option granted shall expire on the 30
th
day following the date that the option holder ceases to hold any such position.
|
Number of Options
|
Weighted Average
Exercise Price ($)
|
Weighted Average
Remaining Life
|
|
Balance, August 31, 2010
|
3,965,000
|
1.22
|
1.10 years
|
- options granted during the year
|
1,365,000
|
0.43
|
|
- options expired during the year
|
(2,465,000)
|
1.16
|
|
Balance, August 31, 2011
|
2,865,000
|
0.91
|
2.49 years
|
- options granted during the year
|
3,058,000
|
0.24
|
|
- options expired during the year
|
(1,390,000)
|
1.39
|
|
Balance, August 31, 2012
|
4,533,000
|
0.31
|
3.96 years
|
Date Granted
|
Shares Granted
|
Exercise Price
|
Fair Value
|
Vesting Period
|
May 3, 2010
|
80,000
|
$0.80
|
$32,000
|
Vesting on grant date
|
August 9, 2010
|
50,000
|
$0.60
|
$15,000
|
Vesting on grant date
|
October 14, 2010
|
100,000
|
$0.54
|
$26,000
|
20% vesting on grant and 20% at end of 12, 24, 36 and 48 months
|
March 1, 2011
|
1,265,000
|
$0.42
|
$278,300
|
20% vesting on grant and 20% at end of 12, 24, 36 and 48 months
|
January 6, 2012
|
3,058,000
|
$0.24
|
$225,068
|
25% vesting on grant and 25% at end of each of 12, 24 and 36 months
|
August 31,
2012
|
August 31,
2011
|
|||||||
Expected life
|
3.50 years
|
4.85 years
|
||||||
Risk-free interest rate
|
1.07 | % | 2.52 | % | ||||
Expected dividend yield
|
0.00 | % | 0.00 | % | ||||
Expected volatility *
|
63.46 | % | 66.99 | % |
Number
|
Value
|
|||||||
Balance, August 31, 2010
|
2,399,024 | $ | 3,273,790 | |||||
Purchases of treasury shares
|
101,000 | 30,265 | ||||||
Balance, August 31, 2011
|
2,500,024 | 3,304,055 | ||||||
Purchases of treasury shares
|
1,313,000 | 327,455 | ||||||
Balance, August 31, 2012
|
3,813,024 | $ | 3,631,510 |
Fair Value at August 31, 2012
|
||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash and cash equivalents
|
$ | 7,964,476 | $ | 7,964,476 | $ | - | $ | - |
Fair Value at August 31, 2011
|
||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash and cash equivalents
|
$ | 6,456,568 | $ | 6,456,568 | $ | - | $ | - |
Fair Value at September 1, 2010
|
||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash and cash equivalents
|
$ | 11,511,835 | $ | 11,511,835 | $ | - | $ | - | ||||||||
Marketable securities
|
$ | 60,000 | $ | 60,000 | $ | - | $ | - |
Statutory tax rates
|
2012
|
2011
|
||||||
China
|
25.00 | % | 25.00 | % | ||||
Canada
|
25.50 | % | 27.17 | % |
Year Ended
August 31,
2012
|
Year Ended
August 31,
2011
|
|||||||
Loss before taxes
|
$ | (695,441 | ) | $ | (10,306,426 | ) | ||
Statutory Canadian income tax rate
|
25.50 | % | 27.17 | % | ||||
Income tax recovery at statutory rate
|
(177,337 | ) | (2,800,256 | ) | ||||
Effect of differences in foreign tax rates
|
2,154 | 23,908 | ||||||
Non-deductible expenses, net
|
43,656 | (33,200 | ) | |||||
Write-off of goodwill
|
- | 697,119 | ||||||
Effect of differences between current year rate and rates used to measure deferred income taxes
|
- | 115,002 | ||||||
Effect of differences in prior period tax returns as filed
|
46,266 | (12,407 | ) | |||||
Change in deferred tax assets not recognized
|
281,652 | 1,338,628 | ||||||
Other
|
(77,945 | ) | (172,299 | ) | ||||
Income tax expense (recovery)
|
$ | 118,446 | $ | (843,505 | ) |
Consisting of:
|
||||||||
Current tax expense (recovery)
|
$ | 30,155 | $ | (14,943 | ) | |||
Deferred tax expense (recovery)
|
88,291 | (828,562 | ) | |||||
$ | 118,446 | $ | (843,505 | ) |
Year Ended
August 31,
2012
|
Year Ended
August 31,
2011
|
|||||||
Deferred income tax assets
|
||||||||
Canada
|
||||||||
Non-capital loss carry-forwards
|
$ | 2,744,506 | $ | 2,639,053 | ||||
Share issuance costs
|
70,148 | 117,181 | ||||||
Property and equipment
|
9,569 | 9,446 | ||||||
Intangible assets
|
2,534 | 2,534 | ||||||
Reserves
|
41,257 | 63,247 | ||||||
Net capital losses
|
6,146 | 6,146 | ||||||
China
|
||||||||
Property and equipment
|
5,105 | 5,249 | ||||||
Total deferred income tax assets
|
$ | 2,879,264 | $ | 2,842,856 | ||||
Deferred tax liabilities
|
||||||||
Canada
|
||||||||
Property and equipment
|
$ | (24,673 | ) | $ | (24,113 | ) | ||
Goodwill and intangible assets
|
(2,626,885 | ) | (2,502,602 | ) | ||||
China
|
||||||||
Property and equipment
|
(5,105 | ) | (5,249 | ) | ||||
Intangible assets
|
(115,248 | ) | (115,248 | ) | ||||
Total deferred income tax liabilities
|
$ | (2,771,911 | ) | $ | (2,647,212 | ) | ||
Classified as:
|
||||||||
Deferred tax assets, net
|
$ | 2,299,061 | $ | 2,262,377 | ||||
Deferred tax liabilities, net
|
(2,191,708 | ) | (2,066,733 | ) | ||||
Net deferred tax assets
|
$ | 107,353 | $ | 195,644 |
August 31,
2012
|
August 31,
2011
|
|||||||
Non-capital loss carry-forwards
|
$ | 5,945,705 | $ | 5,064,413 | ||||
Net capital loss carry-forwards
|
1,007,496 | 1,007,496 | ||||||
Investments
|
1,593,918 | 1,593,918 | ||||||
Property and equipment
|
98,252 | 194,961 | ||||||
Intangible assets
|
15,729 | 9,334 | ||||||
$ | 8,661,100 | $ | 7,870,122 |
Corporate (Canada)
|
CIBT (China)
|
SSDC
|
KGIC
|
Total
|
||||||||||||||||
Not later than one year
|
$ | 91,088 | $ | 130,945 | $ | 1,233,197 | $ | 2,391,809 | $ | 3,847,039 | ||||||||||
Later than one year and not later than five years
|
106,956 | 136,088 | 2,556,547 | 5,641,146 | 8,440,737 | |||||||||||||||
Later than five years
|
- | - | - | - | - | |||||||||||||||
$ | 198,044 | $ | 267,033 | $ | 3,789,744 | $ | 8,032,955 | $ | 12,287,776 |
Not later
than
one year
|
Later than
one year and
not later
than
five years
|
Later than
five years
|
Total
|
|||||||||||||
Accounts payable and accrued liabilities
|
$ | 4,695,590 | $ | - | $ | - | $ | 4,695,590 | ||||||||
Provisions
|
427,814 | - | - | 427,814 | ||||||||||||
Income taxes payable
|
523,654 | - | - | 523,654 | ||||||||||||
Finance leases (including interest)
|
221,990 | 666,905 | - | 888,895 | ||||||||||||
Long-term debt (including interest)
|
1,639,342 | 31,520 | - | 1,670,862 | ||||||||||||
Operating leases
|
3,847,039 | 8,365,796 | 74,941 | 12,287,776 | ||||||||||||
$ | 11,355,429 | $ | 9,064,221 | $ | 74,941 | $ | 20,494,591 |
Year Ended
August 31,
2012
|
Year Ended
August 31,
2011
|
|||||||
Advertising
|
$ | 4,476,533 | $ | 5,685,557 | ||||
Bank charges and interest
|
386,937 | 395,050 | ||||||
Consulting and management fees
|
1,949,316 | 1,964,726 | ||||||
Directors insurance
|
27,500 | 45,439 | ||||||
Investor relations
|
126,968 | 99,062 | ||||||
Office and general
|
3,546,396 | 4,538,292 | ||||||
Professional fees
|
1,457,404 | 1,369,960 | ||||||
Regulatory fees
|
110,675 | 134,665 | ||||||
Rent
|
5,757,553 | 6,219,394 | ||||||
Salaries and benefits
|
11,416,396 | 12,031,267 | ||||||
Travel and promotion
|
342,678 | 375,120 | ||||||
$ | 29,598,356 | $ | 32,858,532 |
Year Ended
August 31,
2012
|
Year Ended
August 31,
2011
|
|||||||
Accounts receivable
|
$ | (110,590 | ) | $ | 2,733,063 | |||
Prepaid expenses
|
(63,499 | ) | 423,206 | |||||
Inventory
|
130,212 | (63,371 | ) | |||||
Accounts payable and accrued liabilities
|
549,978 | (746,855 | ) | |||||
Provision
|
(159,824 | ) | 465,450 | |||||
Income taxes payable
|
23,749 | (19,172 | ) | |||||
Deferred educational revenues
|
3,562,490 | (3,917,774 | ) | |||||
$ | 3,932,516 | $ | (1,125,453 | ) |
August 31,
2012
|
August 31,
2011
|
September 1,
2010
|
||||||||||
Accounts receivable - Weifang University (1)
|
$ | 2,922,580 | $ | 2,592,660 | $ | 1,547,344 | ||||||
Accounts payable - Weifang University (1)
|
$ | 1,060,700 | $ | 1,103,538 | $ | 135,814 | ||||||
Due to officers, employees and directors (2)
|
$ | 38,917 | $ | 59,484 | $ | 118,303 | ||||||
Due from officers, employees and directors (3)
|
$ | 62,500 | $ | 100,000 | $ | 143,721 |
1)
|
CIBT has a business venture with Weifang University with a 60% interest in Beihai College. Beihai College is a PRC government approved college which has been in operation since 2002. Effective July 1, 2007, the Chinese Government implemented a new cash management policy affecting Beihai College. The tuition fees of Beihai College are required to be directly remitted to the local Chinese Government when tuition fees are received, and the funds are held by the Chinese Government under the account of Weifang. Beihai College can receive funds for its operations from Weifang on an as-needed basis up to the amount of the tuition fees collected.
|
2)
|
As of August 31, 2012, the amount due to officers, employees and directors is comprised of $966 (August 31, 2011 – $13,222; September 1, 2010 – $38,014) due to officers of the Company and $37,951 (August 31, 2011 – $46,262; September 1, 2010 – $80,289) due to the President of IRIX. These amounts are non-interest bearing and have no fixed terms of repayment. Transactions with related party are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Such amounts are included as part of the cash flows from operating activities in the Consolidated Statements of Cash Flow.
|
3)
|
As at August 31, 2012, $62,500 was due from a director of the Company. As at August 31, 2011, a balance of $100,000 was due from the director of the Company. The amount is included as part of the cash flows from financing activities in the Consolidated Statements of Cash Flow. The September 1, 2010 amount of $143,721 was due from the President of SSDC, which was fully repaid during the three month period ended February 28, 2011.
|
Year Ended
August 31,
2012
|
Year Ended
August 31,
2011
|
|||||||
Management fees and salaries
|
$ | 1,015,772 | $ | 1,091,249 | ||||
Share-based payments
|
75,544 | 29,951 | ||||||
$ | 1,091,316 | $ | 1,121,200 |
Industry and Geographic Segments
|
Year Ended August 31, 2012
|
|||||||||||||||||||||||
CIBT
(China)
|
SSDC
(Canada)
|
KGIC
(Canada)
|
IRIX
(Canada)
|
Corporate
(Canada)
|
Consolidated
|
|||||||||||||||||||
Revenues
|
||||||||||||||||||||||||
Educational
|
$ | 3,098,086 | $ | 29,109,427 | $ | 23,941,211 | $ | - | $ | - | $ | 56,148,724 | ||||||||||||
Design and advertising
|
- | - | - | 1,819,963 | - | 1,819,963 | ||||||||||||||||||
$ | 3,098,086 | $ | 29,109,427 | $ | 23,941,211 | $ | 1,819,963 | $ | - | $ | 57,968,687 | |||||||||||||
Revenues, net of direct costs
|
$ | 1,425,901 | $ | 17,741,440 | $ | 10,793,584 | $ | 855,081 | $ | - | $ | 30,816,006 | ||||||||||||
Other expenses and items:
|
||||||||||||||||||||||||
General and administrative
|
(1,538,507 | ) | (14,782,348 | ) | (9,048,932 | ) | (972,831 | ) | (3,255,738 | ) | (29,598,356 | ) | ||||||||||||
Amortization
|
(180,462 | ) | (904,435 | ) | (342,883 | ) | (30,145 | ) | (123,535 | ) | (1,581,460 | ) | ||||||||||||
Share-based payment expense
|
- | - | - | - | (178,564 | ) | (178,564 | ) | ||||||||||||||||
Business development costs
|
(48,776 | ) | - | - | - | - | (48,776 | ) | ||||||||||||||||
Interest and other income
|
60,588 | - | - | 3,582 | 27,709 | 91,879 | ||||||||||||||||||
Foreign exchange gain (loss)
|
6,452 | - | - | 36 | (614 | ) | 5,874 | |||||||||||||||||
Finance costs
|
- | (120,079 | ) | (24,820 | ) | - | - | (144,899 | ) | |||||||||||||||
Gain (loss) on disposal of assets
|
- | (56,560 | ) | - | (586 | ) | - | (57,146 | ) | |||||||||||||||
Income tax recovery (provision), net
|
(977 | ) | (43,746 | ) | (98,578 | ) | 24,925 | (70 | ) | (118,446 | ) | |||||||||||||
Inter-segment transactions
|
- | (1,879,825 | ) | (791,338 | ) | 12,958 | 2,658,205 | - | ||||||||||||||||
Net income (loss)
|
$ | (275,781 | ) | $ | (45,553 | ) | $ | 487,033 | $ | (106,980 | ) | $ | (872,607 | ) | $ | (813,888 | ) | |||||||
Total assets
|
$ | 5,011,305 | $ | 21,979,898 | $ | 13,712,192 | $ | 382,928 | $ | 3,665,438 | $ | 44,751,761 | ||||||||||||
Property and equipment
|
$ | 462,848 | $ | 1,763,087 | $ | 1,054,991 | $ | 141,345 | $ | 96,899 | $ | 3,519,170 | ||||||||||||
Intangible assets
|
$ | 689,602 | $ | 8,584,338 | $ | 2,954,483 | $ | - | $ | 20,103 | $ | 12,248,526 | ||||||||||||
Goodwill
|
$ | - | $ | 4,792,511 | $ | 3,693,280 | $ | - | $ | - | $ | 8,485,791 | ||||||||||||
Total liabilities
|
$ | 1,459,860 | $ | 17,757,967 | $ | 7,543,866 | $ | 432,395 | $ | 454,820 | $ | 27,648,908 | ||||||||||||
Non-controlling interests
|
$ | 827,395 | $ | 582,664 | $ | - | $ | (145,124 | ) | $ | - | $ | 1,264,935 | |||||||||||
Capital expenditures
|
$ | 163,277 | $ | 790,846 | $ | 526,384 | $ | 16,982 | $ | 121,304 | $ | 1,618,793 |
Industry and Geographic Segments
|
Year Ended August 31, 2011
|
|||||||||||||||||||||||
CIBT
(China)
|
SSDC
(Canada)
|
KGIC
(Canada)
|
IRIX
(Canada)
|
Corporate
(Canada)
|
Consolidated
|
|||||||||||||||||||
Revenues
|
||||||||||||||||||||||||
Educational
|
$ | 4,206,757 | $ | 30,619,935 | $ | 21,838,554 | $ | - | $ | - | $ | 56,665,246 | ||||||||||||
Design and advertising
|
- | - | - | 1,909,880 | - | 1,909,880 | ||||||||||||||||||
$ | 4,206,757 | $ | 30,619,935 | $ | 21,838,554 | $ | 1,909,880 | $ | - | $ | 58,575,126 | |||||||||||||
Revenues, net of direct costs
|
$ | 2,036,548 | $ | 18,862,579 | $ | 9,157,776 | $ | 913,421 | $ | - | $ | 30,970,324 | ||||||||||||
Other expenses and items:
|
||||||||||||||||||||||||
General and administrative
|
(2,449,039 | ) | (17,022,551 | ) | (8,603,106 | ) | (839,454 | ) | (3,944,382 | ) | (32,858,532 | ) | ||||||||||||
Amortization
|
(466,800 | ) | (800,404 | ) | (289,174 | ) | (29,106 | ) | (72,091 | ) | (1,657,575 | ) | ||||||||||||
Share-based payment expense
|
- | - | - | - | (59,896 | ) | (59,896 | ) | ||||||||||||||||
Business development costs
|
(230,362 | ) | - | - | - | - | (230,362 | ) | ||||||||||||||||
Interest and other income
|
176,775 | - | - | 3,870 | - | 180,645 | ||||||||||||||||||
Foreign exchange gain (loss)
|
21,648 | - | - | (5,968 | ) | (4,909 | ) | 10,771 | ||||||||||||||||
Finance costs
|
- | (153,656 | ) | - | - | - | (153,656 | ) | ||||||||||||||||
Gain (loss) on disposal of assets
|
21,344 | (60,505 | ) | - | (495 | ) | - | (39,656 | ) | |||||||||||||||
Impairment of marketable securities
|
- | - | - | - | (60,000 | ) | (60,000 | ) | ||||||||||||||||
Impairment of long-lived assets and goodwill
|
(5,897,778 | ) | - | - | - | - | (5,897,778 | ) | ||||||||||||||||
Write-off of deferred finance fees
|
- | - | - | - | (510,711 | ) | (510,711 | ) | ||||||||||||||||
Income tax recovery (provision), net
|
698,430 | 458,782 | 22,333 | 28,532 | (364,572 | ) | 843,505 | |||||||||||||||||
Discontinued operations
|
- | - | - | - | - | - | ||||||||||||||||||
Inter-segment transactions
|
20,465 | (967,533 | ) | (656,737 | ) | (3,709 | ) | 1,607,514 | - | |||||||||||||||
Net (loss) income
|
$ | (6,068,769 | ) | $ | 316,712 | $ | (368,908 | ) | $ | 67,091 | $ | (3,409,047 | ) | $ | (9,462,921 | ) | ||||||||
Total assets
|
$ | 5,136,756 | $ | 21,557,870 | $ | 11,938,913 | $ | 464,504 | $ | 2,980,532 | $ | 42,078,575 | ||||||||||||
Property and equipment
|
$ | 439,753 | $ | 1,672,908 | $ | 315,968 | $ | 164,323 | $ | 38,866 | $ | 2,631,818 | ||||||||||||
Intangible assets
|
$ | 719,440 | $ | 8,079,841 | $ | 3,291,513 | $ | - | $ | 80,367 | $ | 12,171,161 | ||||||||||||
Goodwill
|
$ | - | $ | 5,170,095 | $ | 3,165,696 | $ | - | $ | - | $ | 8,335,791 | ||||||||||||
Total liabilities
|
$ | 1,423,526 | $ | 15,209,591 | $ | 6,238,883 | $ | 422,479 | $ | 483,659 | $ | 23,778,138 | ||||||||||||
Non-controlling interests
|
$ | 616,945 | $ | 621,326 | $ | - | $ | (92,704 | ) | $ | - | $ | 1,145,567 | |||||||||||
Capital expenditures
|
$ | 163,147 | $ | 191,863 | $ | 65,393 | $ | 22,461 | $ | 45,383 | $ | 488,247 |
●
|
Derecognition of financial assets and financial liabilities per IFRS 1 Appendix B2 – B3 was not applicable to the Company as its financial instruments were reviewed and concluded to meet the recognition criteria of IAS 39 as of September 1, 2010 transition date; as a result no changes in the accounting recognition for financial instruments was required on transition to IFRS; and
|
●
|
Hedge accounting per IFRS 1 Appendix B4-B6 was also not applicable to CIBT as the Company did not have any hedging arrangements that would be impacted by this mandatory exemption.
|
1)
|
Business combinations –
The Company has elected to apply IFRS 3 on a prospective basis to business combinations that occur on or after September 1, 2010. IFRS 3,
Business Combinations
, may be applied retrospectively or prospectively. The retrospective basis would require restatement of all business combinations that occurred prior to the transition date. Any goodwill arising from such business combinations before the transition date will not be adjusted from the carrying value previously determined under Canadian GAAP as a result of applying these exemptions, except as required under IFRS 1. Please refer to discussion below under Comparative amounts for the result of application of this exemption to the opening statement of financial position at September 1, 2010.
|
2)
|
Fair value or revaluation as deemed cost –
The Company has used the amount determined under a previous GAAP revaluation as the deemed cost for certain assets. The Company elected the exemption for certain assets which were written down under Canadian GAAP, as the revaluation was broadly comparable to fair value under IFRS. The carrying value of those assets on transition to IFRS is therefore, consistent with the Canadian GAAP carrying value on the transition date.
|
3)
|
Cumulative translation differences –
As permitted by the IFRS 1 election for cumulative translation differences, the Company has deemed cumulative translation differences for foreign operations to be zero at the date of transition. Cumulative translation loss at September 1, 2010 was re-allocated from accumulated other comprehensive loss to deficit. As a result, a difference of $471,573 was recorded in deficit to reduce the foreign currency translation reserve to zero on September 1, 2010.
|
4)
|
Share-based payment transactions –
IFRS 2,
Share-Based Payments
, encourages application of its provisions to equity instruments granted on or before November 7, 2002, but permits the application only to equity instruments granted after November 7, 2002 that had not vested by the transition date. The Company has elected not to apply IFRS 2 to awards that vested prior to September 1, 2010. The application of this exemption did not result in an IFRS transition adjustment. As discussed in the reconciliation note below, there was a difference in amounts recorded for share-based payments between Canadian GAAP and IFRS for the year ended August 31, 2011.
|
5)
|
Leases
– The Company may determine whether an arrangement existing at the date of transition to IFRS contains a lease, on the basis of facts and circumstances existing at that date. The Company has applied the transitional provisions in IFRIC 4,
Determining Whether an Arrangement Contains a Lease
. The application of this exemption did not result in an IFRS transition adjustment to the opening statement of financial position at September 1, 2010.
|
Note
|
August 31,
2011
|
September 1,
2010
|
|||||||
Total assets under Canadian GAAP
|
$ | 41,160,434 | $ | 54,969,338 | |||||
IFRS adjustments increase (decrease)
|
|||||||||
Adjustment for historical business combinations for previously unrecognized assets
|
g
|
(376,000 | ) | (376,000 | ) | ||||
Intangible assets - agency fees
|
c
|
1,231,963 | 900,967 | ||||||
Deferred tax asset - onerous contracts
|
f
|
62,178 | 30,547 | ||||||
Total assets under IFRS
|
$ | 42,078,575 | $ | 55,524,852 | |||||
Total liabilities under Canadian GAAP
|
$ | 22,124,793 | $ | 26,619,254 | |||||
IFRS adjustments increase (decrease)
|
|||||||||
Deferred tax impact from gross up of tax basis of intangible assets
|
h
|
1,096,640 | 1,096,640 | ||||||
Deferred tax impact resulting from intangible assets - agency fees
|
c
|
307,991 | 225,242 | ||||||
Onerous contracts
|
f
|
248,714 | 122,188 | ||||||
Total liabilities under IFRS
|
$ | 23,778,138 | $ | 28,063,324 | |||||
Total equity under Canadian GAAP
|
$ | 17,797,370 | $ | 27,022,958 | |||||
IFRS adjustments increase (decrease)
|
|||||||||
Adjustment for historical business combinations for previously unrecognized assets
|
g
|
(376,000 | ) | (376,000 | ) | ||||
Reclassification of non-controlling interests
|
b
|
1,238,271 | 1,327,126 | ||||||
Deferred tax impact from gross up of tax basis of intangible assets
|
h
|
(1,096,640 | ) | (1,096,640 | ) | ||||
Intangible assets - agency fees net of deferred taxes
|
c
|
923,972 | 675,725 | ||||||
Onerous contracts net of deferred taxes
|
f
|
(186,536 | ) | (91,641 | ) | ||||
Total equity under IFRS
|
$ | 18,300,437 | $ | 27,461,528 |
Note
|
Year Ended
August 31,
2011
|
||||
Net loss per Canadian GAAP
|
$ | (10,091,064 | ) | ||
IFRS adjustments
|
|||||
Share-based payments
|
a | 31,226 | |||
Non-controlling interests
|
b | 443,565 | |||
Intangible assets - agency fees
|
c | 248,247 | |||
Onerous contracts
|
f | (94,895 | ) | ||
$ | 628,143 | ||||
Total net loss under IFRS
|
$ | (9,462,921 | ) | ||
Net loss per IFRS attributable to CIBT Education Group Inc. shareholders
|
$ | (9,813,782 | ) | ||
Net loss per IFRS attributable to Non-controlling interests
|
350,861 | ||||
Total net loss under IFRS
|
$ | (9,462,921 | ) |
Year Ended
August 31,
2011
|
||||
Comprehensive loss per Canadian GAAP
|
$ | (10,093,395 | ) | |
IFRS adjustments differences to net loss (see table above)
|
628,143 | |||
Non-controlling interest share of unrealized foreign currency translation
|
(26,486 | ) | ||
Total comprehensive loss under IFRS
|
$ | (9,491,738 | ) | |
Comprehensive loss per IFRS attributable to CIBT Education Group Inc. shareholders
|
$ | (9,816,113 | ) | |
Comprehensive loss per IFRS attributable to Non-controlling interests
|
324,375 | |||
Total comprehensive loss under IFRS
|
$ | (9,491,738 | ) |
a)
|
Share-based payments:
|
|
Under
Canadian GAAP, the fair value of share-based awards with graded vesting are calculated as one grant and the resulting fair value is recognized on a straight-line basis over the vesting period. The Company had previously elected under Canadian GAAP to recognize forfeitures of awards as they occur.
|
|
Under IFRS, each tranche of an award with different vesting dates is considered a separate grant for calculation of fair value, and the resulting fair value is amortized over the vesting period of the respective tranches. Forfeitures are estimated on the date the award is granted and are revised for actual forfeitures based in subsequent periods.
|
|
Applying IFRS to share-based payments resulted in no adjustments on transition (September 1, 2010) and resulted in a decrease in share-based payment expense of $31,226 for the year ended August 31, 2011.
|
b)
|
Reclassification of non-controlling interests from liabilities:
|
|
The Company accounts for its investments in Beihai College, Sprott-Shaw Degree College Corp. – Surrey Campus, and IRIX Design Group Inc. using consolidation accounting, which results in 100% of the assets and liabilities of the investees being included in the financial statements. The other investors’ interest in the investees is presented as “non-controlling interests”. Under Canadian GAAP, the non-controlling interests are presented outside of equity whereas under IFRS the non-controlling interests are presented as equity, but presented separately from the parent’s shareholder equity.
|
c)
|
Intangible assets - agency fees:
|
|
Previously, the Company has expensed the commissions paid to agents as the services were incurred. Upon adoption of IFRS, the Company revisited the accounting treatment for the agency commissions and has deemed that they are qualified as intangible assets under IAS 38. The agency commissions are costs that relate directly to secure students enrolments (i.e. contracts) in the schools and are related to future activities on the contracts. The recoverability of the agency commissions is evidenced by the Company’s ability to enforce cancellation penalties. Thus, such costs will be amortized over the term of the programs that the students enroll, matching to the related revenues.
|
d)
|
Adjustment for deferred income taxes:
|
|
IAS 12,
Income Taxes
, is required to be applied retrospectively to all balances at transition date. The analysis performed did not identify any differences relating to the treatment of deferred income taxes under Canadian GAAP and IFRS. The IFRS adjustments relating to other IFRS at transition date created differences in deferred tax bases that have been accounted for in accordance with IAS 12.
|
e)
|
Reclassification of the equity section:
|
|
Under Canadian GAAP, the fair value of warrants are reclassified to contributed surplus when the warrants expire. Under IFRS, amounts recorded in warrant reserve are not reclassified on expiry.
|
f)
|
Onerous contracts:
|
|
Under IFRS, provisions for loss-making executory contracts under IAS 37 are recognized when the Company closed a campus before the end of the lease term. Such provisions were not recognized under Canadian GAAP since Canadian GAAP allowed that in the fair value measurement of the liability for these operating lease contracts, estimated sublease revenues could be applied to decreased the liability. Under IFRS only contractual sublease revenues may be applied to reduce the onerous lease provision.
|
g)
|
Adjustment for historical business combinations for previously
unrecognized assets:
|
|
The Company has elected to apply IFRS 3 on a prospective basis to business combinations that occur on or after September 1, 2010. As a condition under IFRS 1 for applying this exemption the Company must consider whether any previously unrecognized assets or liabilities would exist had the financial statements of the acquiree in previous business combinations been accounted for in accordance with IFRS. As discussed in (c) above, upon adoption of IFRS, the Company revisited the accounting treatment for commissions paid to agents as a finite life intangible asset in accordance with IAS 38. Under Canadian GAAP, the Company did not ascribe any of the fair value of the consideration paid in connection with a business combination that occurred prior to September 1, 2010 to commissions paid to agents for the acquisition of student contracts. In applying the IFRS 1 exemption, the Company has recognized a $376,000 finite life intangible asset related to contract acquisition costs that were subsumed in the original measurement of goodwill.
|
h)
|
Deferred tax impact from gross up of tax basis of intangible assets:
|
|
Under Canadian GAAP, there was a difference in the accounting versus tax basis relating to intangible assets classified as eligible capital expenditures as a result of a specific 25% gross up. IAS 12 does not provide support for the continued use of the 25% gross up, resulting in the difference on transition to IFRS.
|
(i)
|
Management identified an error in the application of IAS 36 relating to the recognition of an impairment of goodwill. Management has determined that no goodwill impairment on CIBT China should have been recognized upon transition of IFRS on September 1, 2010. The impact is that goodwill in the previously reported opening statement of financial position was understated by $1.4 million with a corresponding impact on deficit. Rather the impairment of $1.4 million should have been recorded in the statement of loss for the year ended August 31, 2011, consistent with Canadian GAAP.
|
|
(ii)
|
The IFRS transition adjustments described above in the reconciliation for (f) onerous leases, (g) historical business combinations for previously unrecognized assets and (h) deferred tax impact from gross up of tax basis of intangible assets were not previously recorded/ reflected. The net impact of these omissions is $1.56 million and $1.66 million on deficit as at September 31, 2010 and August 31, 2011, respectively. The impact on the statement of loss was $94,895 for the year ended August 31, 2011.
|
Exhibit Number
|
Description
|
1.1
|
Certificate of Incorporation
(1)
|
1.2
|
Articles of Incorporation
(1)
|
1.3
|
Certificate of change of name as filed with British Columbia, Canada on November 14, 2007
(2)
|
1.4
|
Notice of Articles
(3)
|
4.1
|
Toby Chu Employment Agreement
(2)
|
4.3
|
Acquisition Agreement for Concordia Career College
(4)
|
4.4
|
Memorandum of Understanding with Thompson River University and Vancouver Career College
(4)
|
4.5
|
Form of Cooperative Joint Program Agreements with Institutions for Hotel and Tourism Division
(4)
|
4.6
|
Acquisition Agreement for Pan Pacific English College
(4)
|
4.7
|
Education Program Cooperation Agreement with Far Eastern University
(4)
|
4.8
|
Agreement between CIBT and Zhuzhou Technical College
(4)
|
4.9
|
Agreement between CIBT and Jinhua Career & Technical College
(4)
|
4.10
|
Agreement with Zhangzhou Normal University
(4)
|
4.11
|
Education Program Cooperation Agreement between CIBT and National Cambridge College
(4)
|
4.12
|
Memorandum of Understanding between Sprott-Shaw and Thang Long University
(4)
|
4.13
|
Cooperation Agreement with China Central Radio and Television University
(4)
|
4.14
|
Memorandum of Understanding between Sprott-Shaw and Hanoi Tourism College
(4)
|
4.15
|
Assignment of License to CIBT Education Group
(4)
|
4.16
|
Agreement with Weifang University regarding CIBT Beihai Center
(4)
|
4.17
|
Agreement with Wyotech
(1)
|
4.18
|
Agreement with Beijing University of Technology
(1)
|
4.19
|
Agreement with ITT Educational Services, Inc. and Weifang University
(1)
|
4.20
|
Acquisition Agreement of Sprott-Shaw
(5)
|
4.21
|
Acquisition Agreement of Tourism Training Institute
(5)
|
4.22
|
Acquisition Agreement of the KGIC Education Group of Companies
(6)
|
4.23
|
Securities Purchase Agreement with Shane Corp.
(1)
|
4.24
|
Agreement and Plan of Reorganization with Shane Corp.
(3)
|
4.25
|
Memorandum of Understanding with Meridian International Business and Arts College
(3)
|
4.26
|
Stock Option Plan
(8)
|
4.27
|
Agreement with Open University of China
(8)
|
4.28
|
Global Recruitment Agreement with Southpointe Academy
(8)
|
4.29
|
Memorandum of Understanding with China Yunnan Radio and TV University
(8)
|
(1)
|
Included as exhibits to our Form 20-FR filed May 10, 2007
|
(2)
|
Included as exhibits to our Form 20-F filed January 2, 2008
|
(3)
|
Included as an exhibit to our Form F-1 filed July 15, 2010
|
(4)
|
Included as an exhibit to our Form 20-F filed March 1, 2010
|
(5)
|
Included as exhibits to our Form 20-F filed March 17, 2009
|
(6)
|
Included as an exhibit to our Form 6-K filed March 19, 2010
|
(7)
|
Included as exhibits to our Form 20-F filed March 1, 2011
|
(8)
|
Included as exhibits to our Form 20-F filed March 1, 2012
|
SIGNATURES
|
TITLE
|
DATE
|
||
/s/ Toby Chu
|
Director, President,
|
January 15, 2013
|
||
Toby Chu
|
Chief Executive Officer
|
|||
/s/ Dennis Huang
|
Chief Financial Officer
|
January 15, 2013
|
||
Dennis Huang
|
1 Year Cibt Education Grp. Inc. Ordinary Shares (Canada) Chart |
1 Month Cibt Education Grp. Inc. Ordinary Shares (Canada) Chart |
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