Table of Contents

 

 

FORM 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

REPORT OF FOREIGN ISSUER

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

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2011

Commission File Number: 001-34884

 

 

Global Education & Technology Group Limited

 

 

9F Tower D, Beijing New Logo

A18 Zhongguancun South Street, Haidian District

Beijing 100081

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 Form 20-F or Form 40-F.

Form 20-F   x             Form 40-F   ¨

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

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

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   ¨              No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-     N/A    

 

 

 


Table of Contents

Global Education & Technology Group Limited

Form 6-K

TABLE OF CONTENTS

 

    

Page

Signature

   3

Exhibit 99.1 — Press Release dated November 30, 2011

   4

 

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SIGNATURE

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

 

Global Education & Technology Group Limited
By:  

/s/ Yongqi Zhang

Name:  

Yongqi Zhang

Title:   Chief Executive Officer

Date: November 30, 2011

 

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Exhibit 99.1

Global Education Announces Third Quarter 2011 Financial Results

3Q11 Net Revenues Increased 26.3% Year-Over-Year to RMB161.4 million

3Q11 Net Income Increased 25.4% Year-Over-Year to RMB43.0 million

BEIJING, November 30, 2011 – Global Education & Technology Group Ltd. (NASDAQ: GEDU) (“Global Education” or the “Company”), the largest test preparation provider for the International English Language Testing System (“IELTS”) and a leading provider of educational courses and related services in China, today announced unaudited financial results for the third quarter of 2011.

Third quarter 2011 Financial Highlights

 

   

Total net revenues increased 26.3% year-over-year to RMB161.4 million ($25.3 million 1 ) from RMB127.8 million in the third quarter of 2010.

 

   

Net income, including share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 25.4% to RMB43.0 million ($6.7 million), from RMB34.3 million in the third quarter of 2010.

 

   

Non-GAAP net income, excluding share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 21.2% year-over-year to RMB43.4 million ($6.8 million) from RMB35.8 million in the third quarter of 2010.

 

   

Global Education added total gross course enrollments of 268,619 students in the third quarter of 2011, compared to 217,995 in the third quarter of 2010.

 

   

Total number of learning centers increased to 442, covering 146 cities as of September 30, 2011, up from 414 learning centers as of June 30, 2011.

 

   

Total number of directly-owned-and-operated learning centers increased to 115 as of September 30, 2011, including 74 learning centers specializing in IELTS and other language test preparation and 41 learning centers designated for kids related educational services, which includes Kids English, Kids Science and after-school tutoring.

Nine months ended September 30, 2011 Financial Highlights

 

   

Total net revenues increased 25.5% year-over-year to RMB327.0 million ($51.3 million 1 ) from RMB260.6 million in the nine months ended September 30, 2010.

 

   

Net income, including share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 33.7% to RMB65.9 million ($10.3 million), from RMB49.3 million in the nine months ended September 30, 2010.

 

   

Non-GAAP net income, excluding share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 6.2% year-over-year to RMB60.4 million ($9.5 million) from RMB56.9 million in the nine months ended September 30, 2010.

 

   

Global Education added total course enrollments of 729,063 students in the nine months ended September 30, 2011, compared to 637,540 in the nine months ended September 30, 2010.

 

1. This press release contains translations of certain Renminbi amounts into US dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to US dollars for the quarter ended and nine months ended September 30, 2011 were made at a rate of RMB 6.3780 to USD1.00, the U.S. dollar exchange rate against the Renminbi on September 30, 2011 as set forth in the H.10 weekly statistical release of Federal Reserve Board. Global Education makes no representation that the Renminbi or US dollar amounts referred to in this press release could have been or could be converted into US dollars or Renminbi, at any particular rate or at all

 

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Mr. David Yongqi Zhang, founder and chief executive officer of Global Education, commented, “We are pleased to report strong revenue and net income growth during the third quarter of 2011, driven by our IELTS test preparation and summer camp businesses. Our enclosed campus also delivered strong performance in the past quarter. We believe the success of this school model, along with our higher-priced personalized course offering, provides valuable experience for enhancing school revenues in first-tier cities. During the traditional peak season which falls with the third quarter, total course enrollments increased 23.2% year-over-year. We attribute such growth to our extensive school network, recognized brand, high-quality teacher resources, continuous innovation, as well as our increased investment in advertising and marketing.”

Mr. Zhang continued, “In the third quarter, we exceeded our full-year expansion plan for Kids Science and after-school tutoring programs by adding another five learning centers, reaching a total number of 41 learning centers. We are excited about the encouraging growth trend shown in the past nine months and plan to keep investing in this business line for sustainable long-term growth.”

Ms. Rita Liu, Chief Financial Officer of Global Education, stated, “We are very excited about business developments and opportunities already mentioned by David. Increased spending on SG&A as part of the required investment for expansion of our school network has put the company’s operating margin under some pressure. Through such expansion the company is building valuable assets and economies of scale that we believe can be leveraged in the future for enhanced profitability.”

Third quarter 2011 Financial Performance

Third quarter 2011 net revenues increased by 26.3% year-over-year to RMB161.4 million ($25.3 million) from RMB127.8 million in the same period of 2010. The increase was primarily due to the following:

 

   

Net revenues from educational programs and services increased by 25.7% to RMB151.8 million ($23.8 million) in the third quarter of 2011 compared to RMB120.9 million in the third quarter of 2010, due to an increase in course enrollments.

 

   

Net revenues from franchise fees, study abroad consulting services and sales of books and course materials increased by 37.7% to RMB9.5 million ($1.5 million) in the third quarter of 2011, compared to RMB6.9 million in the third quarter of 2010, mainly due to increases in revenues from book sales and franchise fees.

Cost of revenues , which primarily consisted of salaries and benefits, rent payments, and books and course material printing costs, increased 33.5% to RMB74.5 million ($11.7 million) in the third quarter of 2011 compared to RMB55.8 million in the same period of 2010. This increase was due to additional expenses associated with a larger teaching faculty, increased costs associated with the offering of summer camp programs and increased rental costs related to the expansion of the Company’s network of directly operated learning centers. Salaries and benefits of teaching staff increased to RMB34.2 million in the third quarter of 2011, compared to RMB27.8 million in the same period of 2010. Costs of summer and winter camp programs increased to RMB17.7 million in the third quarter of 2011, compared to RMB10.6 million in the same period of 2010. As a result, cost of revenues represented 46.2% of net revenues in the third quarter of 2011, up from 43.7% of net revenues in the same period of 2010.

Selling and marketing expenses increased 51.4% to RMB38.6 million ($6.1 million) in the third quarter of 2011 compared to RMB25.5 million in the same period of 2010. This was due to increased salaries and benefits of sales and marketing personnel, and increased level of marketing and promotional activities during our historically peak season in the third quarter. Salaries and benefits of sales and marketing staff increased to RMB14.0 million in the third quarter of 2011, compared to RMB9.2 million in the same period of 2010. Expenses for advertising activities increased to RMB12.6 million in the third quarter of 2011, compared to RMB8.3 million in the same period of 2010. As a result, selling and marketing expenses represented 23.9% of net revenues in the third quarter of 2011, up from 20.0% of net revenues in the same period of 2010.

 

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General and administrative expenses increased 68.0% to RMB16.3 million ($2.6 million) in the third quarter of 2011 compared to RMB9.7 million in the same period of 2010 due to increased salaries and benefits of general and administrative personnel, and increased professional fees. General and administrative expenses represented 10.1% of net revenues in the third quarter of 2011, compared to 7.6% in the same period of 2010.

Operating income decreased 13.1% to RMB31.9 million ($5.0 million) in the third quarter of 2011, from RMB36.7 million in the same period of 2010, due to a combined increase in cost of revenues, sales and marketing expenses, and general and administrative expenses, which grew at a faster rate than net revenues.

Operating margin for the third quarter of 2011 was 19.8%, compared to 28.7% in the same period of 2010.

Fair value change in contingent consideration payable resulted in a gain of RMB1.2 million ($0.2 million) as this non-cash gain relates to mark-to-market adjustment of our contingent consideration payable for performance-linked equity of the Shenyang and Kaiyu schools acquisitions. This fair value change is calculated by multiplying the change of our share price between June 30, 2011 and September 30, 2011 by the number of contingent performance-based shares outstanding.

Income tax expenses decreased by 53.1% to RMB2.3 million ($0.4 million) in the third quarter of 2011, from RMB4.9 million in the same period of 2010. The effective tax rate was 5.1% in the third quarter of 2011, compared to 12.5% in the same period of 2010. The higher effective tax rate in 2010 was due to the withholding tax of RMB3.5 million arising from the distribution of dividend to shareholders in the third quarter of 2010.

Net income attributed to Global Education & Technology Group Limited increased 25.4% to RMB43.0 million ($6.7 million) in the third quarter of 2011, compared to RMB34.3 million in the same period of 2010.

Basic and diluted earnings per ADS were RMB1.6 ($0.3) in the third quarter of 2011. The number of weighted average ADSs used to calculate basic and diluted earnings per ADS were 26.0 million and 26.0 million, respectively. Each ADS represents four ordinary shares. The Company had approximately 104.3 million ordinary shares outstanding as of September 30, 2011.

Non-GAAP net income , excluding share-based compensation expenses and fair value change in contingent consideration payable attributable to Global Education, was RMB43.4 million ($6.8 million) in the third quarter of 2011, representing a 21.2% decrease from the same period of 2010.

Basic and diluted non-GAAP net income per ADS , excluding share-based compensation expenses and fair value change in contingent consideration payable attributable to Global Education, for the third quarter of 2011 were both RMB1.7 ($0.3).

Net cash provided by operating activities in the three months ended September 30, 2011 was approximately RMB25.4 million ($ 4 million) compared to RMB28.5 million in the three months ended September 30, 2010.

Nine months ended September 30, 2011 Financial Performance

Nine months ended September 30, 2011 net revenues increased by 25.5% year-over-year to RMB327.0 million ($51.3 million) from RMB260.6 million in the same period of 2010. The increase was primarily due to the following:

 

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Net revenues from educational programs and services increased by 24.7% to RMB305.6 million ($47.9 million) in the nine months ended September 30, 2011 compared to RMB245.1 million in the nine months ended September 30, 2010, due to an increase in test preparation and online education course enrollments.

 

   

Net revenues from franchise fees, study abroad consulting services and sales of books and course materials increased by 38.1% to RMB21.4 million ($3.4 million) in the nine months ended September 30, 2011, compared to RMB15.5 million in the nine months ended September 30, 2010, driven primarily by increased commissions earned from to our study abroad consulting services and increased franchise fees.

Cost of revenues , which primarily consisted of salaries and benefits, rent payments, and books and course material printing costs, increased 35.9% to RMB156.7 million ($24.6 million) in the nine months ended September 30, 2011 compared to RMB115.3 million in the same period of 2010. This increase was due to additional expenses associated with a larger teaching faculty, increased costs associated with the offering of summer and winter camp programs, and increased rental costs related to the expansion of the Company’s network of directly operated learning centers. Salaries and benefits of teaching staff increased to RMB80.9 million in the nine months ended September 30, 2011, compared to RMB62.8 million in the same period of 2010. Costs of summer and winter camp programs increased to RMB22.6 million in the nine months ended September 30, 2011, compared to RMB12.2 million in the same period of 2010. As a result, cost of revenues represented 47.9% of net revenues in the nine months ended September 30, 2011, up from 44.2% of net revenues in the same period of 2010.

Selling and marketing expenses increased 48.7% to RMB96.2 million ($15.1 million) in the nine months ended September 30, 2011 compared to RMB64.7 million in the same period in 2010, reflecting an increase in salaries and benefits of sales and marketing personnel, expenses related to marketing and promotional activities, and commissions to sales agents. Salaries and benefits of sales and marketing staff increased to RMB36.5 million in the nine months ended September 30, 2011, compared to RMB21.6 million in the same period of 2010. Expenses spent in advertising activities increased to RMB34.3 million in the nine months ended September 30, 2011, compared to RMB25.4 million in the same period of 2010. As a result, selling and marketing expenses represented 29.4% of net revenues in the nine months ended September 30, 2011, up from 24.8% of net revenues in the same period of 2010.

General and administrative expenses increased 56.3% to RMB39.7 million ($6.2 million) in the nine months ended September 30, 2011 compared to RMB25.4 million in the same period of 2010 mainly due to increased salaries and benefits of general and administrative personnel, higher share-based compensation expenses of RMB4.3 million ($0.7 million) in the nine months ended September 30, 2011 versus RMB2.0 million in 2010, and increased professional fees. General and administrative expenses represented 12.1% of net revenues in the nine months ended September 30, 2011, compared to 9.7% in the same period of 2010.

Operating income decreased 37.5% to RMB34.5 million ($5.4 million) in the nine months ended September 30, 2011 from RMB55.2 million in the same period of 2010.

Operating margin for the nine months ended September 30, 2011 was 10.6%, compared to 21.2% in the same period of last year.

Fair value change in contingent consideration payable resulted in a gain of RMB11.0 million ($1.7 million) as this non-cash gain relates to mark-to-market adjustment of our contingent consideration payable for performance-linked equity of the Shenyang and Kaiyu schools acquisitions. This fair value change is calculated by multiplying the change of our share price between December 31, 2010 and September 30, 2011 by the number of contingent performance-based shares outstanding.

Income tax expenses decreased 52.7% to RMB3.5 million ($0.5 million) in the nine months ended September 30, 2011, compared to RMB7.4 million in the same period of 2010. The effective tax rate was 5.1% in the nine months ended September 30, 2011, compared to an effective tax rate of 13.0% in the same period of 2010. The higher effective tax rate in 2010 was due to the withholding tax of RMB3.5 million arising from the distribution of dividend to shareholders in the third quarter of 2010.

 

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Net income attributed to Global Education & Technology Group Limited increased 33.7% to RMB65.9 million ($10.3 million) in the nine months ended September 30, 2011, compared to RMB49.3 million in the same period of 2010.

Basic and diluted earnings per ADS were RMB2.6 ($0.4) and RMB2.5 ($0.4) for the nine months ended September 30, 2011. The number of weighted average ADSs used to calculate basic and diluted earnings per ADS were 25.9 million and 26.0 million, respectively. Each ADS represents four ordinary shares.

Non-GAAP net income , excluding share-based compensation expenses and fair value change in contingent consideration payable attributable to Global Education, was RMB60.4 million ($9.5 million) in the nine months ended September 30, 2011, representing a 6.2% increase from RMB56.9 million in the same period of 2010.

Basic and diluted non-GAAP net income per ADS , excluding share-based compensation expenses and fair value change in contingent consideration payable attributable to Global Education, for the nine months ended September 30, 2011 were both RMB2.3 ($0.4).

As of September 30, 2011, the Company had cash and cash equivalents of RMB873.0 million ($136.9 million), compared to RMB339.8 million as of September 30, 2010.

Net cash provided by operating activities in the nine months ended September 30, 2011 was approximately RMB 88.4 million ($13.9 million) compared to RMB85.8 million in the nine months ended September 30, 2010.

Deferred revenues increased to RMB121.5 million ($19.0 million) as of September 30, 2011, from RMB91.8 million as of September 30, 2010.

As of September 30, 2011, Global Education had repurchased a total of 119,821 ADSs, at an aggregate cost of US$0.6 million, under the share repurchase program approved by the Company’s board of directors in May 2011.

Conference Call

The Company will hold a conference call at 8:00 pm ET on Tuesday, November 29, 2011, to discuss its unaudited third quarter 2011 financial results. Listeners may access the call by dialing:

US Toll Free: +1-800-860-2442

International: +1-412-858-4600

Access code: Global Education & Technology

A replay of the call will be available through December 7, 2011. Listeners may access the replay by dialing:

US Toll Free: +1-877-344-7529

International: +1-412-317-0088

Access code: 10007061

A webcast will also be available through the Company's website at http://ir.globaleducation.cn until December 7, 2011.

 

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About Global Education

Global Education & Technology Group Ltd. (Nasdaq: GEDU) is the largest test preparation provider for IELTS and a leading provider of educational courses and related services in China. Under its "Global" brand, the Company also offers diversified services that span a student's educational life cycle, including after-school courses, overseas study consulting, and professional certification test preparation. As of September 30, 2011, the Company's network comprised 115 directly operated and 327 franchised learning centers across China, as well as an online course delivery platform with more than one million registered members. For more information, please visit www.gedu.org .

Forward-looking Statements

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995.

These forward-looking statements can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “look forward to,” “outlook,” “plan,” “should,” “will,” and similar terms and include, among other things, the Company’s future plans and the growth prospects of the Company’s business and industry, including without limitation the Company’s Kids Science, after-school tutoring and TOEFL test preparation businesses. The factors that could cause the Company’s actual financial and operating results to differ from what the Company currently anticipates can include its ability to meet challenges associated with its rapid expansion, its ability to anticipate and meet market demand, the growth of China’s economy and education market, uncertainties with respect to the China’s legal and regulatory environments, and other factors, including those stated in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). The financial information contained in this release should be read in conjunction with the consolidated financial statements and related notes included in the Company’s prospectus dated October 7, 2010 which was filed with the SEC and is available on the SEC’s website at www.sec.gov.

The forward-looking statements in this release involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates, and projections about Global Education and the markets in which it operates. The Company undertakes no obligation to update forward-looking statements, which speak only of the Company’s views as of the date of this release, to reflect subsequent events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, the Company cannot assure you that its expectations and assumptions will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.

About Non-GAAP Measures

To supplement Global Education’s unaudited consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (GAAP), the Company uses the following measures defined as non-GAAP financial measures: net income excluding share-based compensation expenses and fair value change in contingent consideration, operating income excluding share-based compensation expenses, operating costs and expenses excluding share-based compensation expenses, general and administrative expenses excluding share-based compensation expenses, operating margin excluding share-based compensation expenses, and basic and diluted net income per ADS attributable to ordinary shareholders excluding share-based compensation expenses and fair value change in contingent consideration payable.

 

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Global Education believes that these non-GAAP financial measures are useful for its management and investors to assess and analyze the Company’s core operating results as share-based compensation expenses and fair value change in contingent consideration payable is not directly attributable to the underlying performance of the Company’s business operations and may not be indicative of its operating performance from a cash perspective. These non-GAAP financial measures also facilitate management’s internal comparisons to its historical performance and liquidity. A limitation of using these non-GAAP financial measures is that these non-GAAP measures exclude the share-based compensation charge and fair value change in contingent consideration payable that have been and will continue to be for the foreseeable future a significant recurring expense in Global Education’s business.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. The Company is only providing these non-GAAP performance measures in the press release, and will not incorporate into GAAP financial statements. For more information on these non-GAAP financial measures, please see the tables captioned “Reconciliation of Unaudited non-GAAP measures to the Most comparable GAAP measures” set forth at the end of this press release.

Contact Information

Global Education & Technology Group Ltd.

Ms. Wang Ke

Investor Relations Supervisor

Phone: +86 10 6212 5800 ext. 671

E-mail: ir@gedu.org

ICR Inc.

Mr. Rob Koepp

Phone: +86-10-6583-7516 or +1-646-328-2550

E-mail: robert.koepp@icrinc.com

 

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GLOBAL EDUCATION & TECHNOLOGY GROUP LIMITED

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

 

     As of
September 30,
2011
     As of
June 30,
2011
     As of
September 30,
2011
 
     RMB      RMB      USD  

Current assets:

        

Cash and cash equivalents

     872,959         853,291         136,870   

Restricted cash

     771         771         121   

Term deposits

     —           —           —     

Accounts receivable, net of allowance

     4,480         4,574         702   

Prepaid expenses and other current assets

     27,448         28,623         4,304   

Deferred tax assets, current

     9,451         6,770         1,482   

Amounts due from a related party

     320         320         50   
  

 

 

    

 

 

    

 

 

 

Total current assets

     915,429         894,349         143,529   

Property and equipment, net

     85,125         85,064         13,347   

Acquired intangible assets, net

     5,756         6,168         902   

Goodwill

     36,136         36,136         5,666   

Other non-current assets

     4,233         5,696         664   
  

 

 

    

 

 

    

 

 

 

Total Assets

     1,046,679         1,027,413         164,108   
  

 

 

    

 

 

    

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

        

Current liabilities:

        

Accounts payable

     16,295         18,990         2,555   

Deferred revenue

     121,539         140,752         19,056   

Accrued expenses and other current liabilities

     44,268         39,856         6,941   

Deferred tax liabilities, current

     875         395         137   

Tax payable

     5,490         3,273         861   

Amount due to a related party

     86         298         13   
  

 

 

    

 

 

    

 

 

 

Total current liabilities

     188,553         203,564         29,563   

Contingent consideration payable

     3,839         13,379         602   

Deferred tax liabilities, non-current

     2,455         2,900         385   

Other non-current liabilities

     3,938         3,868         617   
  

 

 

    

 

 

    

 

 

 

Total Liabilities

     198,785         223,711         31,167   
  

 

 

    

 

 

    

 

 

 

 

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GLOBAL EDUCATION & TECHNOLOGY GROUP LIMITED

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

 

       As of
September 30,
2011
    As of
June 30,
2011
    As of
September 30,
2011
 
     RMB     RMB     USD  

Shareholders’ Equity

      

Ordinary shares

     76        75        12   

Additional paid-in capital

     718,849        708,830        112,708   

Treasury stock

     (3,945     (3,607     (619

Statutory reserves

     31,131        27,369        4,881   

Retained earnings

     123,885        84,609        19,424   

Accumulated other comprehensive loss

     (22,102     (13,574     (3,465
  

 

 

   

 

 

   

 

 

 

Total Shareholders’ Equity

     847,894        803,702        132,941   
  

 

 

   

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

     1,046,679        1,027,413        164,108   
  

 

 

   

 

 

   

 

 

 

 

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GLOBAL EDUCATION & TECHNOLOGY GROUP LIMITED

Unaudited Interim Condensed Consolidated Statements of Operations

(In thousands, except ADS and per ADS data)

 

     For the three months ended September 30,  
     2011     2010     2011  
     RMB     RMB     USD  

Revenues

      

Educational programs and services

     151,837        120,839        23,806   

Franchise fees, study abroad consulting services and sales of books

and course materials

     9,513        6,916        1,492   
  

 

 

   

 

 

   

 

 

 

Total revenues

     161,350        127,755        25,298   
  

 

 

   

 

 

   

 

 

 

Operating costs and expenses

      

Cost of revenues

     (74,523     (55,815     (11,685

Selling and marketing expenses

     (38,599     (25,534     (6,052

General and administrative expenses

     (16,323     (9,692     (2,559
  

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     (129,445     (91,041     (20,296
  

 

 

   

 

 

   

 

 

 

Operating income

     31,905        36,714        5,002   
  

 

 

   

 

 

   

 

 

 

Interest income

     4,484        2,310        703   

Investment income

     2,164        —          339   

Foreign exchange gain/(loss), net

     5,163        (133     809   

Consideration payable fair value change

     1,234        (94     193   

Other income/(expense), net

     338        360        55   
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     45,288        39,157        7,101   
  

 

 

   

 

 

   

 

 

 

Income tax (expense)

     (2,251     (4,884     (353
  

 

 

   

 

 

   

 

 

 

Net income

     43,037        34,273        6,748   
  

 

 

   

 

 

   

 

 

 

Accretion of convertible redeemable preferred shares

     —          2,478        —     

Income allocated to participating preferred shareholder

     —          (12,129     —     

Net income attributable to ordinary shareholders

     43,037        24,622        6,748   

Net income per share:

      

Basic

     0.41        0.49        0.06   

Diluted

     0.41        0.46        0.06   

Weighted average number of shares outstanding:

      

Basic

     103,939,339        49,799,748        103,939,339   

Diluted

     104,081,572        75,189,748        104,081,572   
     For the three months ended September 30,  
     2011     2010     2011  
     RMB     RMB     USD  

Share-based compensation expense included in:

      

Cost of revenues

     119        159        19   

Selling and marketing expenses

     256        423        40   

General and administrative expenses

     1,262        860        198   

 

13


Table of Contents

GLOBAL EDUCATION & TECHNOLOGY GROUP LIMITED

Reconciliation of Unaudited Non-GAAP Measures to the Most Comparable GAAP Measures

(In thousands, except ADS and per ADS data)

 

     For the three months ended September 30,  
     2011     2010     2011  
     RMB     RMB     USD  

General and administrative expenses

     16,323        9,692        2,559   

Share-based compensation expense in general and administrative expenses

     1,261        860        198   
  

 

 

   

 

 

   

 

 

 

Non-GAAP general and administrative expenses

     15,062        8,832        2,361   

Total operating costs and expenses

     129,445        91,041        20,296   

Share-based compensation expenses

     1,637        1,442        257   
  

 

 

   

 

 

   

 

 

 

Non-GAAP operating costs and expenses

     127,808        89,599        20,039   

Operating income

     31,905        36,714        5,002   

Share-based compensation expenses

     1,637        1,442        257   
  

 

 

   

 

 

   

 

 

 

Non-GAAP operating income

     33,542        38,156        5,259   

Operating margin

     19.8     28.7     36.4

Non-GAAP operating margin

     20.8     29.9     38.3

Net income

     43,037        34,273        6,748   

Share-based compensation expenses

     1,637        1,442        257   

Fair value change in contingent consideration payable

     (1,234     94        (194
  

 

 

   

 

 

   

 

 

 

Non-GAAP net income

     43,440        35,809        6,811   

Net income per ADS attributable to ordinary shareholders

- Basic (Note 1)

     1.64        1.96        0.26   

Net income per ADS attributable to ordinary shareholders

- Diluted (Note 1)

     1.64        1.84        0.26   

Non-GAAP Net income per ADS attributable to ordinary shareholders - Basic (Note 1)

     1.68        2.08        0.26   

Non-GAAP Net income per ADS attributable to ordinary shareholders - Diluted (Note 1)

     1.68        1.92        0.26   

Weighted average shares used in calculating basic net income per ADS (Note 1)

     103,939,339        49,799,748        103,939,339   

Weighted average shares used in calculating diluted net income per ADS
(Note 1)

     104,081,572        75,189,748        104,081,572   

Note 1: Each ADS represents four common shares

 

14


Table of Contents

GLOBAL EDUCATION & TECHNOLOGY GROUP LIMITED

Unaudited Interim Condensed Consolidated Statements of Operations

(In thousands, except ADS and per ADS data)

 

       For the nine months ended September 30,  
     2011     2010     2011  
     RMB     RMB     USD  

Revenues

      

Educational programs and services

     305,607        245,092        47,916   

Franchise fees, study abroad consulting services and sales of books and course materials

     21,436        15,495        3.361   
  

 

 

   

 

 

   

 

 

 

Total revenues

     327,043        260,587        51,277   
  

 

 

   

 

 

   

 

 

 

Operating costs and expenses

      

Cost of revenues

     (156,706     (115,293     (24,570

Selling and marketing expenses

     (96,223     (64,713     (15,087

General and administrative expenses

     (39,657     (25,358     (6,217
  

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     (292,586     (205,364     (45,874
  

 

 

   

 

 

   

 

 

 

Operating income

     34,457        55,223        5,403   
  

 

 

   

 

 

   

 

 

 

Interest income

     12,553        5,534        1,968   

Investment income

     2,164        —          339   

Foreign exchange gain/(loss), net

     8,510        (233     1,334   

Consideration payable fair value change

     10,959        (4,009     1,718   

Other income, net

     821        106        129   
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     69,464        56,621        10,891   
  

 

 

   

 

 

   

 

 

 

Income tax (expense)

     (3,535     (7,369     (554
  

 

 

   

 

 

   

 

 

 

Net income

     65,929        49,252        10,337   
  

 

 

   

 

 

   

 

 

 

Accretion of convertible redeemable preferred shares

     —          1,539        —     

Income allocated to participating preferred shareholder - 6% cumulative annual dividend

     —          (932     —     

Income allocated to participating preferred shareholder

     —          (16,505     —     

Net income attributable to ordinary shareholders

     65,929        33,354        10,337   

Net income per share:

      

Basic

     0.64        0.67        0.10   

Diluted

     0.63        0.66        0.10   

Weighted average number of shares outstanding:

      

Basic

     103,738,436        49,572,915        103,738,436   

Diluted

     104,194,286        74,814,694        104,194,286   
     For the nine months ended September 30,  
     2011     2010     2011  
     RMB     RMB     USD  

Share-based compensation expense included in:

      

Cost of revenues

     415        442        65   

Selling and marketing expenses

     793        1,140        124   

General and administrative expenses

     4,259        2,048        668   

 

15


Table of Contents

GLOBAL EDUCATION & TECHNOLOGY GROUP LIMITED

Reconciliation of Unaudited Non-GAAP Measures to the Most Comparable GAAP Measures

(In thousands, except ADS and per ADS data)

 

       For the nine months ended September 30,  
     2011     2010     2011  
     RMB     RMB     USD  

General and administrative expenses

     39,657        25,358        6,218   

Share-based compensation expense in general and administrative expenses

     4,259        2,048        668   
  

 

 

   

 

 

   

 

 

 

Non-GAAP general and administrative expenses

     35,398        23,310        5,550   

Total operating costs and expenses

     292,586        205,364        45,874   

Share-based compensation expenses

     5,468        3,630        857   
  

 

 

   

 

 

   

 

 

 

Non-GAAP operating costs and expenses

     287,118        201,734        45,017   

Operating income

     34,457        55,223        5,402   

Share-based compensation expenses

     5,468        3,630        857   
  

 

 

   

 

 

   

 

 

 

Non-GAAP operating income

     39,925        58,853        6,259   

Operating margin

     10.5     43.2     21.1

Non-GAAP operating margin

     12.2     46.1     24.4

Net income

     65,929        49,252        10,337   

Share-based compensation expenses

     5,468        3,630        857   

Fair value change in contingent consideration payable

     (10,959     4,009        (1,718
  

 

 

   

 

 

   

 

 

 

Non-GAAP net income

     60,438        56,891        9,476   

Net income per ADS attributable to ordinary shareholders - Basic (Note 1)

     2.56        2.68        0.40   

Net income per ADS attributable to ordinary shareholders - Diluted (Note 1)

     2.52        2.64        0.40   

Non-GAAP Net income per ADS attributable to ordinary shareholders - Basic (Note 1)

     2.32        3.12        0.36   

Non-GAAP Net income per ADS attributable to ordinary shareholders - Diluted (Note 1)

     2.32        3.08        0.36   

Weighted average shares used in calculating basic net income per ADS (Note 1)

     103,738,436        49,572,915        103,738,436   

Weighted average shares used in calculating diluted net income per ADS
(Note 1)

     104,194,286        74,814,694        104,194,286   

Note 1: Each ADS represents four common shares

      

 

16

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