Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2024

 

Commission File Number: 001-38077

 

Bright Scholar Education Holdings Limited

  

No. 1, Country Garden Road

Beijiao Town, Shunde District, Foshan, Guangdong 528300

The People’s Republic of China

(Address of principal executive offices)

  

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

 

Form 20-F  ☒            Form 40-F  ☐

 

 

 

 

SIGNATURES

 

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

 

	Bright Scholar Education Holdings Limited
Date: November 26, 2024	By:	/s/ Hui Zhang
	Name:	Hui Zhang
	Title:	Chief Financial Officer

  

1

 

EXHIBIT INDEX

 

Exhibit No.		Description
Exhibit 99.1		Earnings Release

 

 

2

 

 

Exhibit 99.1

 

 

Bright Scholar Announces Unaudited Financial Results for the Fourth Quarter and Fiscal Year 2024

 

Gross Profit from continuing operations increased 7.7% YoY and gross margin from continuing operations grew 2.3 ppts for fiscal year 2024

Management to hold a conference call today at 7:00 a.m. Eastern Time

 

CAMBRIDGE, England and FOSHAN, China, November 25, 2024 /PRNewswire/—Bright Scholar Education Holdings Limited (“Bright Scholar,” the “Company,” “we” or “our”) (NYSE: BEDU), a global premier education service company, today announced its unaudited financial results for its fourth quarter and fiscal year 2024 ended August 31, 2024.

 

FOURTH QUARTER OF FISCAL 2024 FINANCIAL HIGHLIGHTS

 

●

Revenue from continuing operations was RMB358.3 million, compared to RMB442.2 million for the same quarter last fiscal year.

 

●

Revenue from Overseas Schools was RMB185.1 million, representing a 0.2% increase from RMB184.8 million for the same quarter last fiscal year.

 

●

Loss from continuing operations was RMB954.8 million, compared to RMB285.1 million for the same quarter last fiscal year. Adjusted net loss1 narrowed by 24.3% to RMB92.0 million from RMB121.4 million for the same quarter last fiscal year.

 

Revenue from continuing operations by Segment

 

		For the fourth quarter ended August 31,								YoY				% of total revenue in
(RMB in millions except for percentage)		2024				2023				% Change				F4Q2024
Overseas Schools			185.1				184.8				0.2	%			51.7	%
Complementary Education Services2			129.8				161.7				-19.7	%			36.2	%
Domestic Kindergartens & K-12 Operation Services3			43.4				95.7				-54.7	%			12.1	%
Total			358.3				442.2				-19.0	%			100.0	%

 

 

1.

Adjusted net income/(loss) is defined as net income/(loss) excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets, impairment loss on goodwill, impairment loss on intangible assets, impairment loss on property and equipment, impairment loss on the long-term investments, and income/(loss) from discontinued operations, net of tax.

2.

The Complementary Education Services business comprises, overseas study counselling, art training, camps and others.

3.

The Domestic Kindergartens & K-12 Operation Services business comprises operation services for students of domestic K-12 schools, including catering and procurement services. For more information on these adjusted financial measures, please see the section captioned “Non-GAAP Financial Measures” and the tables captioned “Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this release.

 

 

 

 

 

FISCAL YEAR 2024 FINANCIAL HIGHLIGHTS

 

●

Revenue from continuing operations was RMB1,755.2 million, compared to RMB1,772.1 million for the last fiscal year.

 

●

Revenue from Overseas Schools was RMB951.2 million, representing an increase of 17.5% from the last fiscal year.

 

●

Gross profit from continuing operations was RMB503.6 million, representing an increase of 7.7% from RMB467.4 million for the last fiscal year. Gross margin from continuing operations increased to 28.7% from 26.4% for the last fiscal year.

 

●

Loss from continuing operations was RMB869.1 million, compared to RMB358.9 million for the last fiscal year. Adjusted net income was RMB1.1 million, compared to adjusted net loss of RMB192.6 for the last fiscal year.

 

Revenue from continuing operations by Segment

 

		For the fiscal year ended August 31,								YoY				% of total revenue in
(RMB in millions except for percentage)		2024				2023				% Change				FY24
Overseas Schools			951.2				809.5				17.5	%			54.2	%
Complementary Education Services			495.1				519.2				-4.7	%			28.2	%
Domestic Kindergartens & K-12 Operation Services			308.9				443.4				-30.3	%			17.6	%
Total			1,755.2				1,772.1				-1.0	%			100.0	%

 

MANAGEMENT COMMENTARY

 

Mr. Robert Niu, Chief Executive Officer of Bright Scholar, commented, “Throughout the year, we bolstered our global business and operations, strengthening our foundation for future advancement. Despite macro challenges, we achieved rapid progress in our overseas business while further enhancing our senior leadership team to help advance our near-term expansion goals in overseas markets. Our Overseas Schools business maintained its double-digit year-over-year revenue growth for the fiscal year. As we focused our resources on strengthening our high-growth core business, we have completed divesting non-core business from our Complementary Education Services segment by the end of the fiscal quarter. Moving into fiscal year 2025, we plan to reinforce our “dual-engine” growth strategy by focusing on the continued expansion of our overseas school business while propelling our global recruitment initiatives for prospective international students. We are well-positioned to drive further expansion and capture more of the sizeable market opportunities that will support our sustainable development over the long term.”

 

Ms. Cindy Zhang, Chief Financial Officer of Bright Scholar, added, “Ongoing development across our core businesses drove our healthy financial results for the fiscal year. Our total revenues for fiscal year 2024 remained stable year over year, with Overseas Schools revenue increasing by 18%. We continued to streamline our operations and improve operational efficiency. Notably, our gross profit increased by 7.7% and gross margin by 2.3 percentage points year-over-year. Meanwhile, we significantly enhanced our cash position, increasing our cash and cash equivalents and restricted cash by 20% for the fiscal year. Looking ahead, supported by our healthy balance sheet and the effective implementation of our “dual-engine” growth strategy, we are confident we can solidify our competitive edge while also driving long-term growth and profitability.”

 

2

 

 

 

UNAUDITED FINANCIAL RESULTS for THE fourth FISCAL QUARTER ENDED august 31, 2024

 

Revenue from Continuing Operations

 

Revenue was RMB358.3 million, compared to RMB442.2 million for the same quarter last fiscal year.

 

Overseas Schools: Revenue contribution was RMB185.1 million, representing a 0.2% increase from RMB184.8 million for the same quarter last fiscal year.

 

Complementary Education Services: Revenue contribution was RMB129.8 million, compared to RMB161.7 million for the same quarter last fiscal year. The decrease was mainly attributable to a reduction in extracurricular programs and study tours.

 

Domestic Kindergartens & K-12 Operation Services: Revenue contribution was RMB43.4 million, compared to RMB95.7 million for the same quarter last fiscal year.

 

Cost of Revenue from Continuing Operations

 

Cost of revenue was RMB322.4 million, or 90.0% of revenue, compared to RMB362.4 million, or 81.9%, for the same quarter last fiscal year.

 

Gross Profit, Gross Margin and Adjusted Gross Profit from Continuing Operations

 

Gross profit was RMB35.9 million, compared to RMB79.8 million for the same quarter last fiscal year. Gross margin was 10.0%, compared to 18.1% for the same quarter last fiscal year.

 

Adjusted gross profit⁴ was RMB36.9 million, compared to RMB80.9 million for the same quarter last fiscal year.

 

Selling, General and Administrative (SG&A) Expenses from Continuing Operations

 

Total SG&A expenses were RMB119.3 million, representing an 18.3% decrease from RMB146.0 million for the same quarter last fiscal year. This improvement was mainly due to our continuous efforts to streamline our operations and improve operational efficiency in our headquarters.

 

Operating Loss/Income, Operating Margin and Adjusted Operating Income from Continuing Operations

 

Operating loss was RMB941.8 million, compared to RMB227.6 million for the same quarter last fiscal year. Operating loss margin was 262.9%, compared to 51.5% for the same quarter last fiscal year.

 

Adjusted operating loss⁵ was RMB78.8 million, compared to RMB64.0 million for the same quarter last fiscal year.

 

Net Loss and Adjusted Net Income/Loss

 

Net loss was RMB1,004.7 million, compared to RMB340.3 million for the same quarter last fiscal year.

 

Adjusted net loss was RMB92.0 million, compared to RMB121.4 million for the same quarter last fiscal year.

 

 

4

Adjusted gross profit from continuing operations is defined as gross profit from continuing operations excluding amortization of intangible assets.

5.

Adjusted operating income/(loss) from continuing operations is defined as operating income/(loss) from continuing operations excluding share-based compensation expenses, amortization of intangible assets, impairment loss on property and equipment, impairment loss on goodwill, impairment loss on intangible assets, and impairment loss on the long-term investments.

 

3

 

 

 

Adjusted EBITDA⁶

 

Adjusted EBITDA loss was RMB81.8 million, compared to RMB55.0 million for the same quarter last fiscal year.

 

Net Loss per Ordinary Share/ADS and Adjusted Net Earnings/Loss per Ordinary Share/ADS

 

Basic and diluted net loss per ordinary share attributable to ordinary shareholders from continuing operations were RMB7.90 each, compared to RMB2.41 each for the same quarter last fiscal year.

 

Basic and diluted net loss per ordinary share attributable to ordinary shareholders from discontinued operations were RMB0.42 each, compared to RMB0.50 each for the same quarter last fiscal year.

 

Adjusted basic and diluted net loss per ordinary share⁷ attributable to ordinary shareholders were RMB0.75 each, compared to RMB1.03 each for the same quarter last fiscal year.

 

Basic and diluted net loss per ADS attributable to ADS holders from continuing operations were RMB31.60 each, compared to RMB9.64 each for the same quarter last fiscal year.

 

Basic and diluted net loss per ADS attributable to ADS holders from discontinued operations were RMB1.68 each, compared to RMB2.00 each for the same quarter last fiscal year.

 

Adjusted basic and diluted net loss per ADS⁸ attributable to ADS holders were RMB3.00 each, compared to RMB4.12 each for the same quarter last fiscal year.

 

UNAUDITED FINANCIAL RESULTS for THE FISCAL Year ENDED august 31, 2024

 

Revenue from Continuing Operations

 

Revenue was RMB1,755.2 million, compared to RMB1,772.1 million for the last fiscal year.

 

Overseas Schools: Revenue contribution was RMB951.2 million, representing a 17.5% increase from RMB809.5 million for the last fiscal year. The increase was mainly attributable to increases in both the number of students enrolled and the average tuition fees of overseas schools.

 

Complementary Education Services: Revenue contribution was RMB495.1 million, compared to RMB519.2 million for the last fiscal year. The decrease was mainly attributable to a reduction in extracurricular programs and study tours.

 

Domestic Kindergartens & K-12 Operation Services: Revenue contribution was RMB308.9 million, compared to RMB443.4 million for the last fiscal year.

 

 

6.

Adjusted EBITDA is defined as net income/(loss) excluding interest income/(expense), net, income tax expense/benefit, depreciation and amortization, share-based compensation expenses, impairment loss on property and equipment, impairment loss on goodwill, impairment loss on intangible assets, impairment loss on the long-term investments and income/(loss) from discontinued operations, net of tax.

7

Adjusted basic and diluted earnings/(loss) per share is defined as adjusted net income/(loss) attributable to ordinary shareholders (net income/(loss) attributable to ordinary shareholders excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets, impairment loss on property and equipment, impairment loss on goodwill, impairment loss on intangible assets, impairment loss on the long-term investments and income/(loss) from discontinued operations, net of tax) divided by the weighted average number of basic and diluted ordinary shares.

8.

Adjusted basic and diluted earnings/(loss) per American Depositary Share (“ADS”) is defined as adjusted net income/(loss) attributable to ADS shareholders (net income/(loss) attributable to ADS shareholders excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets, impairment loss on property and equipment, impairment loss on goodwill, impairment loss on intangible assets, impairment loss on the long-term investments and income/(loss) from discontinued operations, net of tax) divided by the weighted average number of basic and diluted ADSs.

 

4

 

 

 

Cost of Revenue from Continuing Operations

 

Cost of revenue was RMB1,251.6 million, or 71.3% of revenue, compared to RMB1,304.7 million, or 73.6%, for the last fiscal year. The improvement was mainly attributable to cost-saving measures.

 

Gross Profit, Gross Margin and Adjusted Gross Profit from Continuing Operations

 

Gross profit was RMB503.6 million, representing a 7.7% increase from RMB467.4 million for the last fiscal year. The increase was mainly attributable to the revenue growth in Overseas Schools. Gross margin increased to 28.7% from 26.4% for the last fiscal year.

 

Adjusted gross profit was RMB507.8 million, representing a 7.6% increase from RMB471.8 million for the last fiscal year.

 

Selling, General and Administrative (SG&A) Expenses from Continuing Operations

 

Total SG&A expenses were RMB469.0 million, representing an 8.1% decrease from RMB510.3 million for the last fiscal year. This improvement was mainly due to our continuous efforts to streamline our global operations and improve operational efficiency in our headquarters.

 

Operating Loss/Income, Operating Margin and Adjusted Operating Income from Continuing Operations

 

Operating loss was RMB820.4 million, compared to RMB161.7 million for the last fiscal year. Operating loss margin was 46.7%, compared to 9.1% for the last fiscal year.

 

Adjusted operating income increased by 856.3% to RMB50.5 million, from RMB5.3 million for the last fiscal year.

 

Net Loss and Adjusted Net Income/Loss

 

Net loss was RMB1,032.9 million, compared to RMB386.8 million for the last fiscal year.

 

Adjusted net income was RMB1.1 million, compared to adjusted net loss of RMB192.6 million for the last fiscal year.

 

Adjusted EBITDA

 

Adjusted EBITDA increased by 44.1% to RMB80.7 million, from RMB56.0 million for the last fiscal year.

 

Net Loss per Ordinary Share/ADS and Adjusted Net Earnings/Loss per Ordinary Share/ADS

 

Basic and diluted net loss per ordinary share from continuing operations attributable to ordinary shareholders were RMB7.18 each, compared to RMB3.03 each for the last fiscal year.

 

Basic and diluted net loss per ordinary share from discontinued operations attributable to ordinary shareholders were RMB1.22 each, compared to RMB0.30 each for the last fiscal year.

 

Adjusted basic and diluted net income per ordinary share attributable to ordinary shareholders were RMB0.04 each, compared to net loss per ordinary share attributable to ordinary shareholders of RMB1.63 each for the last fiscal year.

 

5

 

 

 

Basic and diluted net loss per ADS from continuing operations attributable to ADS holders were RMB28.72 each, compared to RMB12.12 each for the last fiscal year.

 

Basic and diluted net loss per ADS from discontinued operations attributable to ADS holders were RMB4.88 each, compared to RMB1.20 each for the last fiscal year.

 

Adjusted basic and diluted net income per ADS attributable to ADS holders were RMB0.16 each, compared to net loss per ADS attributable to ADS holders were RMB6.52 each for the last fiscal year.

 

Cash and Working Capital

 

As of August 31, 2024, the Company had cash and cash equivalents and restricted cash of RMB505.8 million (US$71.3 million), compared to RMB419.9 million as of August 31, 2023.

 

Conference Call

 

The Company’s management will host an earnings conference call at 7:00 a.m. U.S. Eastern Time (8:00 p.m. Beijing/Hong Kong Time) on November 25, 2024.

 

Dial-in details for the earnings conference call are as follows:

 

Mainland China:	4001-201203
Hong Kong:	800-905945
United States:	1-888-346-8982
International:	1-412-902-4272

 

Participants should dial in at least 5 minutes before the scheduled start time and ask to be connected to the call for “Bright Scholar Education Holdings Limited.”

 

Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at http://ir.brightscholar.com/.

 

A replay of the conference call will be accessible after the conclusion of the live call until December 2, 2024, by dialing the following telephone numbers:

 

United States Toll Free:	1-877-344-7529
International:	1-412-317-0088
Replay Passcode:	7352870

 

CONVENIENCE TRANSLATION

 

The Company’s reporting currency is Renminbi (“RMB”). However, periodic reports made to shareholders will include current period amounts translated into U.S. dollars using the prevailing exchange rates at the balance sheet date for the convenience of readers. Translations of balances in the condensed consolidated balance sheets, and the related condensed consolidated statements of operations, and cash flows from RMB into U.S. dollars as of and for the quarter ended August 30, 2024 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.0900, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on August 30, 2024. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on August 30, 2024, or at any other rate.

 

6

 

 

 

NON-GAAP FINANCIAL MEASURES

 

In evaluating our business, we consider and use certain non-GAAP measures, including primarily adjusted EBITDA, adjusted net income/(loss), adjusted gross profit/(loss), adjusted operating income/(loss), adjusted net earnings/(loss) per share attributable to ordinary shareholders/ADS holders basic and diluted as supplemental measures to review and assess our operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted gross profit/(loss) from continuing operations as gross profit/(loss) from continuing operations excluding amortization of intangible assets. We define adjusted EBITDA as net income/(loss) excluding interest income/(expense), net, income tax expense/benefit, depreciation and amortization, share-based compensation expenses, impairment loss on property and equipment, impairment loss on goodwill, impairment loss on intangible assets, impairment loss on the long-term investments and income/(loss) from discontinued operations, net of tax. We define adjusted net income/(loss) as net income/(loss) excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets, impairment loss on goodwill, impairment loss on intangible assets, impairment loss on property and equipment, impairment loss on the long-term investments, and income/(loss) from discontinued operations, net of tax. We define adjusted operating income/(loss) from continuing operations as operating income/(loss) from continuing operations excluding share-based compensation expenses, amortization of intangible assets, impairment loss on property and equipment, impairment loss on goodwill, impairment loss on intangible assets and impairment loss on the long-term investments. Additionally, we define adjusted net earnings/(loss) per share attributable to ordinary shareholders/ADS holders, basic and diluted, as adjusted net income/(loss) attributable to ordinary shareholders/ADS holders (net income/(loss) to ordinary shareholders/ADS holders excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets, impairment loss on goodwill, impairment loss on intangible assets,, impairment loss on property and equipment, impairment loss on the long-term investments, and income/(loss) from discontinued operations, net of tax) divided by the weighted average number of basic and diluted ordinary shares or ADSs.

 

We incur amortization expense of intangible assets related to various acquisitions that have been made in recent years. These intangible assets are valued at the time of acquisition and are then amortized over a period of several years after the acquisition. We believe that exclusion of these expenses allows greater comparability of operating results that are consistent over time for the Company’s newly-acquired and long-held business as the related intangibles do not have significant connection to the growth of the business. Therefore, we provide exclusion of amortization of intangible assets to define adjusted gross profit from continuing operations, adjusted operating income/(loss) from continuing operations, adjusted net income/(loss), and adjusted net earnings/(loss) per share attributable to ordinary shareholders/ADS holders, basic and diluted. In addition, the strategic move to dispose of the non-core businesses is viewed as discontinued operations, which is a non-recurring item. The exclusion facilitates comparisons of our operating performance on a period-to-period basis. Therefore, we provide exclusion of income/(loss) from discontinued operations, net of tax, to define adjusted net income/(loss), adjusted EBITDA, adjusted net earnings/(loss) per share attributable to ordinary shareholders/ADS holders, basic and diluted.

 

7

 

 

 

We present the non-GAAP financial measures because they are used by our management to evaluate our operating performance and formulate business plans. Such non-GAAP measures include adjusted EBITDA, adjusted net income/(loss), adjusted gross profit/(loss) from continuing operations, adjusted operating income/(loss) from continuing operations, adjusted net earnings/(loss) per share attributable to ordinary shareholders/ADS holders basic and diluted. Non-GAAP financial measures enable our management to assess our operating results without considering the impact of non-cash charges, including depreciation and amortization and share-based compensation expenses, and without considering the impact of non-operating items such as interest income/(expense), net; income tax expense/benefit; share-based compensation expenses; amortization of intangible assets, tax effect of amortization of intangible assets, and without considering the impact of non-recurring item, i.e. income/(loss) from discontinued operations. We also believe that the use of these non-GAAP measures facilitates investors’ assessment of our operating performance.

 

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using these non-GAAP financial measures is that they do not reflect all items of income and expense that affect our operations. Interest income/(expense), net; income tax expense/benefit; depreciation and amortization; share-based compensation expense; tax effect of amortization of intangible assets have been and may continue to be incurred in our business and are not reflected in the presentation of these non-GAAP measures, including adjusted EBITDA or adjusted net income/(loss). Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited.

 

8

 

 

 

About Bright Scholar Education Holdings Limited

 

Bright Scholar is a premier global education service Group. The Company primarily provides quality international education to global students and equips them with the critical academic foundation and skillsets necessary to succeed in the pursuit of higher education.

 

For more information, please visit: https://ir.brightscholar.com/.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s business plans and development, which can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Such statements are based upon management’s current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

 

IR Contact:

 

Email: [e-mail]

Phone: [phone]

 

Media Contact:

 

Email: [e-mail]

 

9

 

 

 

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

 

		As of
		August 31,				August 31,
		2023				2024
		RMB				RMB				USD
ASSETS
Current assets
Cash and cash equivalents			410,086				493,377				69,588
Restricted cash			9,521				12,167				1,716
Accounts receivable, net			13,800				18,793				2,651
Amounts due from related parties, net			183,468				14,417				2,033
Other receivables, deposits and other assets, net			116,807				123,860				17,470
Inventories			1,183				1,160				164
Current assets belong to discontinued operations			192,534				-				-
Total current assets			927,399				663,774				93,622
Restricted cash - non-current			250				250				35
Property and equipment, net			390,006				349,349				49,273
Intangible assets, net			310,022				49,598				6,995
Goodwill, net			1,110,802				527,297				74,372
Long-term investments, net			32,732				24,421				3,444
Prepayments for construction contracts			1,712 328				46
Deferred tax assets, net			1,644				1,920				271
Other non-current assets, net			9,424				9,106				1,284
Operating lease right-of-use assets - non current			1,490,009				1,419,406				200,198
Non-current assets belong to discontinued operations			345,510				-				-
Total non-current assets			3,692,111				2,381,675				335,918
TOTAL ASSETS			4,619,510				3,045,449				429,540

 

10

 

 

 

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS-CONTINUED

(Amounts in thousands)

 

		As of
		August 31,				August 31,
		2023				2024
		RMB				RMB				USD
LIABILITIES AND EQUITY
Current liabilities
Accounts payable			94,481				91,843				12,954
Amounts due to related parties			244,259				78,365				11,053
Accrued expenses and other current liabilities			233,053				191,222				26,971
Income tax payable			88,460				78,986				11,140
Contract liabilities - current			428,617				445,715				62,865
Refund liabilities - current			10,129				9,872				1,392
Operating lease liabilities - current			104,905				106,325				14,996
Current liabilities belong to discontinued operations			276,499				-				-
Total current liabilities			1,480,403				1,002,328				141,371
Non-current contract liabilities			971				866				122
Deferred tax liabilities, net			34,755				31,174				4,397
Operating lease liabilities - non current			1,461,255				1,404,973				198,163
Non-current liabilities belong to discontinued operations			70,470				-				-
Total non-current liabilities			1,567,451				1,437,013				202,682
TOTAL LIABILITIES			3,047,854				2,439,341				344,053
EQUITY
Share capital			8				8				1
Additional paid-in capital			1,697,370				1,783,490				251,550
Statutory reserves			20,155				16,535				2,332
Accumulated other comprehensive income			172,230				191,397				26,995
Accumulated deficit			(473,154	)			(1,474,619	)			(207,986	)
Shareholders’ equity			1,416,609				516,811				72,892
Non-controlling interests			155,047				89,297				12,595
TOTAL EQUITY			1,571,656				606,108				85,487
TOTAL LIABILITIES AND EQUITY			4,619,510				3,045,449				429,540

 

11

 

 

 

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except for shares and per share data)

 

		Three Months Ended August 31												Year Ended August 31
		2023				2024								2023				2024
		RMB				RMB				USD				RMB				RMB				USD
Continuing operations
Revenue			442,187				358,271				50,532				1,772,127				1,755,206				247,561
Cost of revenue			(362,354	)			(322,407	)			(45,473	)			(1,304,699	)			(1,251,620	)			(176,533	)
Gross profit			79,833				35,864				5,059				467,428				503,586				71,028
Selling, general and administrative expenses			(145,996	)			(119,253	)			(16,820	)			(510,269	)			(469,047	)			(66,156	)
Impairment loss on goodwill			(147,116	)			(593,748	)			(83,744	)			(147,116	)			(593,748	)			(83,744	)
Impairment loss on intangible assets			-				(258,326	)			(36,435	)			-				(258,326	)			(36,435	)
Impairment loss on property and equipment			(12,891	)			(6,607	)			(932	)			(12,891	)			(6,607	)			(932	)
Impairment loss on the long-term investments			(2,613	)			-				-				(2,613	)			-				-
Other operating income			1,162				316				45				43,783				3,699				522
Operating loss			(227,621	)			(941,754	)			(132,827	)			(161,678	)			(820,443	)			(115,717	)
Interest income/(expense), net			2,124				392				55				(5,452	)			(1,315	)			(185	)
Investment loss			(25	)			(182	)			(26	)			(807	)			(2,516	)			(355	)
Other expenses			(4,316	)			(5,591	)			(790	)			(7,380	)			(4,012	)			(567	)
Loss before income taxes and share of equity in profit/(loss) of unconsolidated affiliates			(229,838	)			(947,135	)			(133,588	)			(175,317	)			(828,286	)			(116,824	)
Income tax (expense)/ benefit			(55,301	)			337				48				(183,208	)			(32,908	)			(4,641	)
Share of equity in profit/(loss) of unconsolidated affiliates			61				(7,957	)			(1,122	)			(339	)			(7,876	)			(1,111	)
Net loss from continuing operations			(285,078	)			(954,755	)			(134,662	)			(358,864	)			(869,070	)			(122,576	)
Loss from discontinued operations, net of tax			(55,240	)			(49,929	)			(7,042	)			(27,959	)			(163,791	)			(23,102	)
Net loss			(340,318	)			(1,004,684	)			(141,704	)			(386,823	)			(1,032,861	)			(145,678	)
Net income/(loss) attributable to non-controlling interests
Continuing operations			334				(16,761	)			(2,364	)			823				(17,296	)			(2,439	)
Discontinued operations			3,957				(60	)			(8	)			7,488				(19,286	)			(2,720	)
Net loss attributable to ordinary shareholders
Continuing operations			(285,412	)			(937,994	)			(132,298	)			(359,687	)			(851,774	)			(120,137	)
Discontinued operations			(59,197	)			(49,869	)			(7,034	)			(35,447	)			(144,505	)			(20,382	)
Net loss per share attributable to ordinary shareholders
—Basic and diluted
Continuing operations			(2.41	)			(7.90	)			(1.11	)			(3.03	)			(7.18	)			(1.01	)
Discontinued operations			(0.50	)			(0.42	)			(0.06	)			(0.30	)			(1.22	)			(0.17	)
Weighted average shares used in calculating net loss per ordinary share:
—Basic and diluted
Continuing operations			118,669,795				118,669,795				118,669,795				118,669,795				118,669,795				118,669,795
Discontinued operations			118,669,795				118,669,795				118,669,795				118,669,795				118,669,795				118,669,795
Net loss per ADS
—Basic and diluted
Continuing operations			(9.64	)			(31.60	)			(4.44	)			(12.12	)			(28.72	)			(4.04	)
Discontinued operations			(2.00	)			(1.68	)			(0.24	)			(1.20	)			(4.88	)			(0.68	)

 

12

 

 

 

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

 

		Three Months Ended August 31												Twelve Months Ended August 31
		2023				2024								2023				2024
		RMB				RMB				USD				RMB				RMB				USD
Net cash generated from operating activities			6,923				104,041				14,674				22,261				126,394				17,827
Net cash used in investing activities			(20,003	)			(128,015	)			(18,056	)			(52,949	)			(98,004	)			(13,823	)
Net cash used in financing activities			(208,397	)			(1,201	)			(169	)			(298,794	)			(85,459	)			(12,053	)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash			23,319				(6,270	)			(884	)			38,934				(4,373	)			(617	)
Net change in cash and cash equivalents, and restricted cash			(198,158	)			(31,445	)			(4,435	)			(290,548	)			(61,442	)			(8,666	)
Cash and cash equivalents, and restricted cash at beginning of the period			765,394				537,239				75,774				857,784				567,236				80,005
Cash and cash equivalents, and restricted cash at end of the period			567,236				505,794				71,339				567,236				505,794				71,339

 

13

 

 

 

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

Reconciliations of GAAP and Non-GAAP Results

(Amounts in thousands, except for shares and per share data)

 

		Three Months Ended August 31												Year Ended August 31
		2023				2024								2023				2024
		RMB				RMB				USD				RMB				RMB				USD
Gross profit from continuing operations			79,833				35,864				5,059				467,428				503,586				71,028
Add: Amortization of intangible assets			1,050				1,050				148				4,341				4,184				590
Adjusted gross profit from continuing operations			80,883				36,914				5,207				471,769				507,770				71,618
Operating loss from continuing operations			(227,621	)			(941,754	)			(132,827	)			(161,678	)			(820,443	)			(115,717	)
Add: Share-based compensation expenses			-				3,240				457				-				8,101				1,143
Add: Amortization of intangible assets			1,050				1,050				148				4,341				4,184				590
Add: Impairment loss on goodwill			147,116				593,748				83,744				147,116				593,748				83,744
Add: Impairment loss on intangible assets			-				258,326				36,435				-				258,326				36,435
Add: Impairment loss on property and equipment			12,891				6,607				932				12,891				6,607				932
Add: Impairment loss on the long-term investments			2,613				-				-				2,613				-				-
Adjusted operating (loss)/income from continuing operations			(63,951	)			(78,783	)			(11,111	)			5,283				50,523				7,127
Net loss			(340,318	)			(1,004,684	)			(141,704	)			(386,823	)			(1,032,861	)			(145,678	)
Add: Share-based compensation expenses			-				3,240				457				-				8,101				1,143
Add: Amortization of intangible assets			1,050				1,050				148				4,341				4,184				590
Add: Tax effect of amortization of intangible assets			(41	)			(209	)			(29	)			(670	)			(833	)			(117	)
Add: Impairment loss on goodwill			147,116				593,748				83,744				147,116				593,748				83,744
Add: Impairment loss on intangible assets			-				258,326				36,435				-				258,326				36,435
Add: Impairment loss on property and equipment			12,891				6,607				932				12,891				6,607				932
Add: Impairment loss on the long-term investments			2,613				-				-				2,613				-				-
Less: Loss from discontinued operations, net of tax			(55,240	)			(49,929	)			(7,042	)			(27,959	)			(163,791	)			(23,102	)
Adjusted net (loss)/income			(121,449	)			(91,993	)			(12,975	)			(192,573	)			1,063				151
Net loss attributable to ordinary shareholders			(344,608	)			(987,863	)			(139,332	)			(395,134	)			(996,279	)			(140,519	)
Add: Share-based compensation expenses			-				3,240				457				-				8,101				1,143
Add: Amortization of intangible assets			1,050				1,050				148				4,341				4,184				590
Add: Tax effect of amortization of intangible assets			(41	)			(209	)			(29	)			(670	)			(833	)			(117	)
Add: Impairment loss on goodwill			147,116				579,827				81,781				147,116				579,827				81,781
Add: Impairment loss on intangible assets			-				258,326				36,435				-				258,326				36,435
Add: Impairment loss on property and equipment			12,891				6,607				932				12,891				6,607				932
Add: Impairment loss on the long-term investments			2,613				-				-				2,613				-				-
Less: Loss from discontinued operations, net of tax			(59,197	)			(49,869	)			(7,034	)			(35,447	)			(144,505	)			(20,382	)
Adjusted net (loss)/income attributable to ordinary shareholders			(121,782	)			(89,153	)			(12,574	)			(193,396	)			4,438				627
Net loss			(340,318	)			(1,004,684	)			(141,704	)			(386,823	)			(1,032,861	)			(145,678	)
Add: Interest expense, net			(2,124	)			(392	)			(55	)			5,452				1,315				185
Add: Income tax expense			55,301				(337	)			(48	)			183,208				32,908				4,641
Add: Depreciation and amortization			14,293				11,808				1,665				63,598				48,796				6,882
Add: Share-based compensation expenses			-				3,240				457				-				8,101				1,143
Add: Impairment loss on goodwill			147,116				593,748				83,744				147,116				593,748				83,744
Add: Impairment loss on intangible assets			-				258,326				36,435				-				258,326				36,435
Add: Impairment loss on property and equipment			12,891				6,607				932				12,891				6,607				932
Add: Impairment loss on the long-term investments			2,613				-				-				2,613				-				-
Less: Loss from discontinued operations, net of tax			(55,240	)			(49,929	)			(7,042	)			(27,959	)			(163,791	)			(23,102	)
Adjusted EBITDA			(54,988	)			(81,755	)			(11,532	)			56,014				80,731				11,386
Weighted average shares used in calculating adjusted net (loss)/income per ordinary share:
—Basic and Diluted
Continuing operations			118,669,795				118,669,795				118,669,795				118,669,795				118,669,795				118,669,795
Discontinued operations			118,669,795				118,669,795				118,669,795				118,669,795				118,669,795				118,669,795
Adjusted net (loss)/income per share attributable to ordinary shareholders
—Basic			(1.03	)			(0.75	)			(0.11	)			(1.63	)			0.04				0.01
—Diluted			(1.03	)			(0.75	)			(0.11	)			(1.63	)			0.04				0.01
Adjusted net (loss)/income per ADS
—Basic			(4.12	)			(3.00	)			(0.44	)			(6.52	)			0.16				0.04
—Diluted			(4.12	)			(3.00	)			(0.44	)			(6.52	)			0.16				0.04

 

 

14

 

 

---