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 September 2023
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.
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Bright Scholar Education Holdings Limited |
| |
|
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| Date: September 28, 2023 |
By: |
/s/ Ruolei Niu |
| |
Name: |
Ruolei Niu |
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Title: |
Chief Financial Officer |
EXHIBIT INDEX
2
Exhibit 99.1
Bright Scholar Announces Unaudited Financial
Results for the Third Fiscal Quarter of Fiscal 2023
FOSHAN, China, September 27, 2023 /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 the third fiscal quarter of fiscal
2023 ended May 31, 2023.
FINANCIAL PERFORMANCE HIGHLIGHTS
Third Fiscal Quarter Ended May 31, 2023 Financial
Highlights
(in comparison to the same period of the last
fiscal year):
RMB in million Except EPS and % | |
Third Fiscal Quarter
Ended
May 31,
2023 | | |
Third Fiscal Quarter
Ended
May 31,
2022 | | |
YoY
% Change | |
| Revenue | |
| 586.4 | | |
| 437.5 | | |
| 34.0 | % |
| Gross Profit | |
| 193.0 | | |
| 135.4 | | |
| 42.6 | % |
| Gross Margin | |
| 32.9 | % | |
| 30.9 | % | |
| 2.0 | % |
| Operating Income | |
| 73.9 | | |
| 19.3 | | |
| 283.7 | % |
| Operating Margin | |
| 12.6 | % | |
| 4.4 | % | |
| 8.2 | % |
| Net Loss for the quarter | |
| (37.7 | ) | |
| (7.1 | ) | |
| (432.5 | )% |
| | |
| | | |
| | | |
| | |
| Adjusted Gross Profit (1) | |
| 196.7 | | |
| 139.9 | | |
| 40.6 | % |
| Adjusted Operating Income (2) | |
| 77.6 | | |
| 23.8 | | |
| 226.1 | % |
| Adjusted Net Loss (3) for the quarter | |
| (34.8 | ) | |
| (3.5 | ) | |
| (890.4 | )% |
| Adjusted EBITDA (4) for the quarter | |
| 96.0 | | |
| 69.0 | | |
| 39.2 | % |
| | |
| | | |
| | | |
| | |
| Basic and Diluted Loss per Share | |
| (0.32 | ) | |
| (0.08 | ) | |
| (300.0 | )% |
| Adjusted Basic and Diluted Loss per Share (5) for the quarter | |
| (0.30 | ) | |
| (0.05 | ) | |
| (500.0 | )% |
| Basic and Diluted Loss per ADS | |
| (1.28 | ) | |
| (0.32 | ) | |
| (300.0 | )% |
| Adjusted Basic and Diluted Loss per ADS (6) for the quarter | |
| (1.20 | ) | |
| (0.20 | ) | |
| (500.0 | )% |
Nine Months Ended May 31, 2023 Financial Highlights
(in comparison to the same period of the last
fiscal year):
RMB in million Except EPS and % | |
Nine
Months
Ended
May 31,
2023 | | |
Nine
Months
Ended
May 31,
2022 | | |
YoY
% Change | |
| Revenue | |
| 1,564.0 | | |
| 1,311.1 | | |
| 19.3 | % |
| Gross Profit | |
| 488.2 | | |
| 394.3 | | |
| 23.8 | % |
| Gross Margin | |
| 31.2 | % | |
| 30.1 | % | |
| 1.1 | % |
| Operating Income/(Loss) | |
| 99.6 | | |
| (3.7 | ) | |
| 2,814.6 | % |
| Operating Margin | |
| 6.4 | % | |
| (0.3 | )% | |
| 6.7 | % |
| Net Loss for the period | |
| (46.5 | ) | |
| (60.0 | ) | |
| 22.5 | % |
| | |
| | | |
| | | |
| | |
| Adjusted Gross Profit (1) | |
| 499.5 | | |
| 408.2 | | |
| 22.4 | % |
| Adjusted Operating Income (2) | |
| 110.9 | | |
| 9.4 | | |
| 1,079.8 | % |
| Adjusted Net Loss (3) for the period | |
| (37.5 | ) | |
| (49.9 | ) | |
| 24.8 | % |
| Adjusted EBITDA (4) for the period | |
| 159.5 | | |
| 196.7 | | |
| (18.9 | )% |
| | |
| | | |
| | | |
| | |
| Basic and Diluted Loss per Share | |
| (0.43 | ) | |
| (0.49 | ) | |
| 12.2 | % |
| Adjusted Basic and Diluted Loss per Share (5) for the period | |
| (0.35 | ) | |
| (0.41 | ) | |
| 14.6 | % |
| Basic and Diluted Loss per ADS | |
| (1.72 | ) | |
| (1.96 | ) | |
| 12.2 | % |
| Adjusted Basic and Diluted Loss per ADS (6) for the period | |
| (1.40 | ) | |
| (1.64 | ) | |
| 14.6 | % |
| 1. |
Adjusted gross profit/(loss) is defined as gross profit/(loss) excluding amortization of intangible assets. |
| 2. |
Adjusted operating income/(loss) is defined as operating income/(loss) excluding share-based compensation expense and amortization of intangible assets. |
| 3. |
Adjusted net income/(loss) is defined as net income/(loss) excluding share-based compensation expense, amortization of intangible assets, and tax effect of amortization of intangible assets. |
| 4. |
Adjusted EBITDA is defined as net income/(loss) excluding interest income/(expense), net, income tax expense/benefit; depreciation and amortization, and share-based compensation expense. |
| 5. |
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 expense, amortization of intangible assets, and tax effect of amortization of intangible assets) divided by the weighted average number of basic and diluted ordinary shares. |
| 6. |
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 expense, amortization of intangible assets, and tax effect of amortization of intangible assets.) divided by the weighted average number of basic and diluted ADSs. The number of shares used in calculating basic and diluted earnings/(loss) per ADS have been retrospectively adjusted to reflect the ADS ratio change from one ADS representing one Class A ordinary share to one ADS representing four Class A ordinary shares, which became effective on August 19, 2022. |
For
more information on these adjusted financial measures, please see the section captioned under “Non-GAAP Financial Measures”
and the tables captioned “Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this release.
Overseas Schools (CATS Global Schools)
CATS Global Schools included 4 Stafford House
locations in UK, 4 CATS Colleges in US and UK, Cambridge School of Visual & Performing Arts and 3 independent boarding schools in
UK as of May 31, 2023.
| ● | For the third fiscal quarter, revenue amounted to RMB221.8 million, representing an 18.1% increase compared
to RMB187.9 million in the same fiscal quarter last year, and accounted for 37.8% of the total revenue. |
| ● | For the nine-month period, revenue amounted to RMB624.8 million, representing a 17.6% increase compared
to RMB531.1 million in the same period of the last fiscal year, and accounted for 40.0% of the total revenue. |
Complementary Education Services
The complementary education services business
comprised language training, overseas study counselling, career counselling, study tour and camps as well as international contest training
and others.
| ● | For the third fiscal quarter, revenue amounted to RMB207.5 million, representing a 50.4% increase compared
to RMB138.0 million in the same fiscal quarter last year, and accounted for 35.4% of the total revenue. |
| ● | For the nine-month period, revenue amounted to RMB572.7 million, representing a 25.4% increase compared
to RMB456.9 million for the same period of the last fiscal year, and accounted for 36.6% of the total revenue. |
Domestic Kindergartens & K-12 Operation
Services
The domestic kindergartens & K-12 operation
services business comprises of for-profit kindergartens and operation services for students of the domestic K-12 schools including catering
and procurement services.
| ● | For the third fiscal quarter, revenue amounted to RMB157.1 million, representing a 40.7% increase compared
to RMB111.6 million in the same fiscal quarter last year, and accounted for 26.8% of the total revenue. |
| ● | For the nine-month period, revenue amounted to RMB366.5 million, representing a 13.5% increase compared
to RMB323.1 million for the same period of the last fiscal year, and accounted for 23.4% of the total revenue. |
MANAGEMENT COMMENTARY
“The third fiscal quarter has shown strong
strategic and operational progress supporting the delivery of our business and financial performance for the rest of the fiscal year and
laying foundation for years beyond. We continue to execute the turnaround strategy to reset our businesses around economics that designs
to deliver sustainable high-return growth in revenue, adjusted EBITDA and cashflow,” said Mr. Tim Hongru Zhou, Chair and Chief Executive
Officer of Bright Scholar. “During the fiscal third quarter, we achieved a noteworthy 34.0% increase in revenue, a 42.6% rise in
gross profit and a remarkable 283.7% surge in operating income as compared to the same quarter in the last fiscal year, leading to an
improved operating margin of 12.6% as compared to 4.4% in the same quarter of the last fiscal year. On the nine-month basis, our top line
revenue grew by 19.3% year-over-year, with gross profit and operating income increased by 23.8% and 2,814.6%, respectively. Moreover,
our operating margin improved to 6.4% compared to (0.3%) in the same period of the last fiscal year. We also continued narrowing our net
loss to RMB46.5 million from RMB60.0 million, representing a further improvement of 22.5% year-over-year.”
“Our financial performance reflects an all-around
momentum in our business,” Mr. Zhou continued. “The recovery of overseas business has been strong, with an 18.1% increase
in top line revenue for the third fiscal quarter and 17.6% for the nine-month period. The Complementary Education Services segment has
also experienced solid growth trajectory, primarily driven by overseas study counselling and study tour and camps, with a 50.4% increase
in revenue for the third fiscal quarter and 25.4% for the nine-month period. Additionally, our Domestic Kindergartens & K-12 Operation
Services segment experienced a short term rebound in the fiscal quarter, marked by a 40.7% increase in revenue. On a nine-month basis,
the revenue grew by 13.5%.”
“In the past 9 months, we have dedicated
considerable efforts to optimizing the performance of our diversified portfolio at Bright Scholar. The financial performance of this fiscal
quarter reflects some of the progress we have made. Our focus has been on accelerating profitability growth as our business momentum continues
to advance. We have consistently made significant changes and implemented efficiency improvements to create a more cost-effective, coordinated,
and streamlined approach to our operations. The strong momentum we have built, along with the global strength we are witnessing, provides
us with confidence and optimism as we approach the end of the fiscal year. We reconfirm our fiscal 2023 guidance. We have full confidence
in our diversified portfolio of businesses and the multi-faceted strategies we are implementing to achieve high-return growth, enhance
margins, and strengthen our balance sheet. Again, we successfully paid off all outstanding bank loans in July. These proactive steps position
us well to consistently deliver long-term value to our stakeholders.” Mr. Zhou concluded.
UNAUDITED FINANCIAL RESULTS
for THE THird FISCAL quarter ENDED may 31, 2023
Revenue
Revenue for the third fiscal quarter was RMB586.4
million, representing a 34.0% increase from RMB437.5 million for the same quarter of the last fiscal year.
Overseas Schools: Revenue contribution
for the third fiscal quarter was RMB221.8 million, representing an 18.1% increase from RMB187.9 million for the same quarter of the last
fiscal year. The increase was mainly attributable to the continuous recovery of overseas schools’ operation from the pandemic.
Complementary Education Services: Revenue
contribution for the third fiscal quarter was RMB207.5 million, representing a 50.4% increase from RMB138.0 million for the same quarter
of the last fiscal year. The increase was mainly attributable to the continuous recovery of overseas study counselling and study tour
and camps business.
Domestic Kindergartens & K-12 Operation
Services: Revenue contribution for the third fiscal quarter was RMB157.1 million, representing a 40.7% increase from RMB111.6 million
for the same quarter of the last fiscal year. The increase was mainly attributable to primarily driven by the short term rebound of various
service revenues.
Cost of Revenue
Cost of revenue for the third fiscal quarter was RMB393.4
million, as compared to RMB302.2 million for the same quarter of the last fiscal year.
Gross Profit, Gross Margin and Adjusted Gross Profit
Gross profit for the third fiscal quarter was
RMB193.0 million, representing a 42.6% increase from RMB135.4 million for the same quarter of the last fiscal year. Gross margin increased
to 32.9% from 30.9% for the same quarter of the last fiscal year.
Adjusted gross profit for the third fiscal quarter
was RMB196.7 million, representing a 40.6% increase from RMB139.9 million for the same quarter of the last fiscal year.
Selling, General and Administrative (SG&A)
Expenses
Total SG&A expenses for the third fiscal quarter
were RMB142.0 million, as compared to RMB117.1 million for the same quarter of the last fiscal year.
Operating Income, Operating Margin and Adjusted
Operating Income
Operating income for the third fiscal quarter
was RMB73.9 million, representing a 283.7% increase from RMB19.3 million for the same quarter of the last fiscal year. Operating
margin was 12.6% for the third fiscal quarter, as compared to 4.4% for the same quarter of the last fiscal year.
Adjusted operating income for the third fiscal
quarter was RMB77.6 million, representing a 226.1% increase from RMB23.8 million for the same quarter of the last fiscal year.
Net Loss and Adjusted Net Loss
Net loss for the third fiscal quarter was RMB37.7
million, as compared to net loss of RMB7.1 million for the same quarter of the last fiscal year. The increase in net loss was mainly due
to the recognition of full valuation allowance against to deferred tax assets in relation to overseas schools business in the third fiscal
quarter.
Adjusted net loss for the third fiscal quarter
was RMB34.8 million, as compared to net loss of RMB3.5 million for the same quarter of the last fiscal year.
Net Loss per ordinary share/ADS and Adjusted
Net Loss per ordinary share/ADS
Basic and diluted net loss per ordinary share
attributable to ordinary shareholders for the third fiscal quarter were RMB0.32 and RMB0.32, respectively, as compared to loss
of RMB0.08 and RMB0.08, respectively, for the same quarter of the last fiscal year.
Adjusted basic and diluted net loss per ordinary
share attributable to ordinary shareholders for the third fiscal quarter were RMB0.30 and RMB0.30, respectively, as compared
to loss of RMB0.05 and RMB0.05, respectively, for the same quarter of the last fiscal year.
Basic and diluted net loss per ADS attributable
to ADS holders for the third fiscal quarter were RMB1.28 and RMB1.28, respectively, as compared to loss of RMB0.32 and RMB0.32, respectively,
for the same quarter of the last fiscal year.
Adjusted basic and diluted net loss per ADS attributable
to ADS holders for the third fiscal quarter were RMB1.20 and RMB1.20, respectively, as compared to loss of RMB0.20 and RMB0.20, respectively,
for the same quarter of the last fiscal year.
Adjusted EBITDA
Adjusted EBITDA for the third fiscal quarter was
RMB96.0 million, as compared to RMB69.0 million for the same quarter of the last fiscal year. This is due to the strong recovery traction
of our overseas schools’ operation.
UNAUDITED
FINANCIAL RESULTS for The Nine Months ENDED May 31, 2023
Revenue
Revenue for the period was RMB1,564.0 million,
representing a 19.3% increase from RMB1,311.1 million for the same period of the last fiscal year.
Overseas Schools: Revenue contribution
for the period was RMB624.8 million, representing a 17.6% increase from RMB531.1 million for the same period of the last fiscal year.
The increase was mainly attributable to the continuous recovery of overseas schools’ operation from the pandemic.
Complementary Education Services: Revenue
contribution for the period was RMB572.7 million, representing a 25.4% increase from RMB456.9 million for the same period of the last
fiscal year. The increase was mainly attributable to the continuous recovery of overseas study counselling and study tour and camps business.
Domestic Kindergartens & K-12 Operation
Services: Revenue contribution for the period was RMB366.5 million, representing a 13.5% increase from RMB323.1 million for the same
period of the last fiscal year. The increase was primarily driven by the short term rebound of various service revenues.
Cost of Revenue
Cost of revenue for the period was RMB1,075.8
million, as compared to RMB916.7 million for the same period of the last fiscal year.
Gross Profit, Gross Margin and Adjusted Gross Profit
Gross profit for the period was RMB488.2 million,
representing a 23.8% increase from RMB394.3 million for the same period of the last fiscal year. Gross margin increased to 31.2% from
30.1% for the same period of the last fiscal year.
Adjusted gross profit for the period was RMB499.5
million, representing a 22.4% increase from RMB408.2 million for the same period of the last fiscal year.
Selling, General and Administrative (SG&A)
Expenses
Total SG&A expenses for the period were RMB437.7
million, as compared to RMB402.1 million for the same period of the last fiscal year.
Operating Income/Loss, Operating Margin and
Adjusted Operating Income
Operating income for the period was RMB99.6 million,
as compared to operating loss of RMB3.7 million for the same period of the last fiscal year. Operating margin was 6.4% for the period,
as compared to (0.3%) for the same period of the last fiscal year.
Adjusted operating income for the period was RMB110.9
million, representing a 1,079.8% increase from an adjusted operating income of RMB9.4 million for the same period of the last fiscal year.
Net Loss and Adjusted Net Loss
Net loss for the period was RMB46.5 million,
representing a 22.5% decrease in loss from net loss of RMB60.0 million for the same period of the last fiscal year.
Adjusted net loss for the period was RMB37.5 million,
representing a 24.8% decrease in loss from net loss of RMB49.9 million for the same period of the last fiscal year.
Net Loss per ordinary share/ADS and Adjusted
Net Loss per ordinary share/ADS
Basic and diluted net loss per ordinary share
attributable to ordinary shareholders for the period were RMB0.43 and RMB0.43, respectively, as compared to loss of RMB0.49
and RMB0.49, respectively, for the same period of the last fiscal year.
Adjusted basic and diluted net loss per ordinary
share attributable to ordinary shareholders for the period were RMB0.35 and RMB0.35, respectively, as compared to loss of RMB0.41
and RMB0.41, respectively, for the same period of the last fiscal year.
Basic and diluted net loss per ADS attributable
to ADS holders for the period were RMB1.72 and RMB1.72, respectively, as compared to loss of RMB1.96 and RMB1.96, respectively, for the
same period of the last fiscal year.
Adjusted basic and diluted net loss per ADS attributable
to ADS holders for the period were RMB1.40 and RMB1.40, respectively, as compared to loss of RMB1.64 and RMB1.64, respectively, for the
same period of the last fiscal year.
Adjusted EBITDA
Adjusted EBITDA for the period was RMB159.5 million,
as compared to RMB196.7 million for the same period of the last fiscal year.
Cash and Working Capital
As of May 31, 2023, the Company’s cash and
cash equivalents and restricted cash were RMB765.4 million (US$107.7 million), as compared to RMB826.3 million as of February 28, 2023.
REAFFIRMS GUIDANCE FOR FISCAL YEAR ENDING AUGUST 31, 2023
For the fiscal year 2023, the Company reaffirms
its revenue guidance to be in a range of RMB1.9 billion and RMB2.0 billion, representing a year-over-year growth of 10% to 15%.
This guidance is based on the current market and
operating conditions and reflects the Company’s current and preliminary estimates of such market and operating conditions and market
demand, which are all subject to change.
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 and nine months ended May 31, 2023 are solely for the convenience of the readers and were calculated at the rate of
US$1.00=RMB7.1100, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on May
31, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that
rate on May 31, 2023 or at any other rate.
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) as gross profit/(loss) 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 and share-based compensation expense.
We define adjusted net income/(loss) as net income/(loss) excluding share-based compensation expense, amortization of intangible assets
and tax effect of amortization of intangible assets. We define adjusted operating income/(loss) as operating income/(loss) excluding share-based
compensation expense and amortization of intangible assets. 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 expense, amortization of intangible
assets and tax effect of amortization of intangible assets) 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, adjusted operating income/(loss), adjusted net income/(loss), and adjusted net earnings/(loss)
per share attributable to ordinary shareholders/ADS holders, basic and diluted.
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), adjusted operating income/(loss), 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 expense,
and without considering the impact of non-operating items such as interest income/(expense), net; income tax expense/benefit; share-based
compensation expense; amortization of intangible assets and tax effect of amortization of intangible assets. 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; and 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.
About Bright Scholar Education Holdings Limited
Bright Scholar is a global premier education service
company, which primarily provides quality international education to global students and equip them with the critical academic foundation
and skillsets necessary to succeed in the pursuit of higher education.
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: BEDU.IR@gcm.international
Media Contact:
Email: media@brightscholar.com
Phone: +86-757-2991-6814
BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
| | |
As of | |
| | |
August 31, | | |
May 31, | |
| | |
2022 | | |
2023 | |
| | |
RMB | | |
RMB | | |
USD | |
| ASSETS | |
| | |
| | |
| |
| Current assets | |
| | |
| | |
| |
| Cash and cash equivalents | |
| 664,769 | | |
| 566,207 | | |
| 79,635 | |
| Restricted cash, net | |
| 191,365 | | |
| 197,537 | | |
| 27,783 | |
| Accounts receivable, net | |
| 18,084 | | |
| 30,212 | | |
| 4,249 | |
| Amounts due from related parties, net | |
| 196,626 | | |
| 211,969 | | |
| 29,813 | |
| Other receivables, deposits and other assets, net | |
| 112,762 | | |
| 137,598 | | |
| 19,353 | |
| Inventories | |
| 6,869 | | |
| 5,293 | | |
| 745 | |
| Held for sale assets | |
| 11,258 | | |
| - | | |
| - | |
| Total current assets | |
| 1,201,733 | | |
| 1,148,816 | | |
| 161,578 | |
| Restricted cash - non current | |
| 1,650 1,650 | | |
| 232 | | |
| | |
| Property and equipment, net | |
| 393,277 | | |
| 424,182 | | |
| 59,660 | |
| Intangible assets, net | |
| 322,896 | | |
| 336,697 | | |
| 47,355 | |
| Goodwill, net | |
| 1,433,916 | | |
| 1,503,296 | | |
| 211,434 | |
| Long-term investments | |
| 40,486 | | |
| 38,621 | | |
| 5,432 | |
| Prepayments for construction contracts | |
| 4,894 4,899 | | |
| 689 | | |
| | |
| Deferred tax assets, net | |
| 85,103 | | |
| 1,718 | | |
| 242 | |
| Other non-current assets, net | |
| 15,343 | | |
| 14,141 | | |
| 1,989 | |
| Operating lease right-of-use assets | |
| 1,453,833 | | |
| 1,521,131 | | |
| 213,942 | |
| Total non-current assets | |
| 3,751,398 | | |
| 3,846,335 | | |
| 540,975 | |
| TOTAL ASSETS | |
| 4,953,131 | | |
| 4,995,151 | | |
| 702,553 | |
BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS-CONTINUED
(Amounts in thousands)
| | |
As of | |
| | |
August 31, | | |
May 31, | |
| | |
2022 | | |
2023 | |
| | |
RMB | | |
RMB | | |
USD | |
| LIABILITIES AND EQUITY | |
| | |
| | |
| |
| Current liabilities | |
| | |
| | |
| |
| Accounts payable | |
| 100,229 | | |
| 130,843 | | |
| 18,403 | |
| Amounts due to related parties | |
| 343,032 | | |
| 304,702 | | |
| 42,855 | |
| Accrued expenses and other current liabilities | |
| 262,490 | | |
| 274,739 | | |
| 38,641 | |
| Short-term loans | |
| 149,239 | | |
| 163,932 | | |
| 23,057 | |
| Income tax payable | |
| 85,856 | | |
| 94,666 | | |
| 13,314 | |
| Contract liabilities | |
| 516,731 | | |
| 503,531 | | |
| 70,820 | |
| Refund liabilities | |
| 20,517 | | |
| 17,400 | | |
| 2,447 | |
| Operating lease liabilities | |
| 104,515 | | |
| 110,242 | | |
| 15,505 | |
| | |
| | | |
| | | |
| | |
| Total current liabilities | |
| 1,582,609 | | |
| 1,600,055 | | |
| 225,042 | |
| Contract liabilities – non current | |
| 2,203 | | |
| 1,936 | | |
| 272 | |
| Deferred tax liabilities | |
| 21,707 | | |
| 19,822 | | |
| 2,788 | |
| Other non-current liabilities due to related parties | |
| 11,197 | | |
| 5,450 | | |
| 767 | |
| Long-term loan | |
| 633 | | |
| - | | |
| - | |
| Operating lease liabilities – non current | |
| 1,439,239 | | |
| 1,489,040 | | |
| 209,429 | |
| Total non-current liabilities | |
| 1,474,979 | | |
| 1,516,248 | | |
| 213,256 | |
| | |
| | | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 3,057,588 | | |
| 3,116,303 | | |
| 438,298 | |
| EQUITY | |
| | | |
| | | |
| | |
| Share capital | |
| 8 | | |
| 8 | | |
| 1 | |
| Additional paid-in capital | |
| 1,693,358 | | |
| 1,688,547 | | |
| 237,489 | |
| Statutory reserves | |
| 14,872 | | |
| 20,155 | | |
| 2,835 | |
| Accumulated other comprehensive income | |
| 34,401 | | |
| 126,717 | | |
| 17,822 | |
| Accumulated deficit | |
| (72,737 | ) | |
| (128,546 | ) | |
| (18,079 | ) |
| | |
| | | |
| | | |
| | |
| Shareholders’ equity | |
| 1,669,902 | | |
| 1,706,881 | | |
| 240,068 | |
| Non-controlling interests | |
| 225,641 | | |
| 171,967 | | |
| 24,187 | |
| | |
| | | |
| | | |
| | |
| TOTAL EQUITY | |
| 1,895,543 | | |
| 1,878,848 | | |
| 264,255 | |
| | |
| | | |
| | | |
| | |
| TOTAL LIABILITIES AND EQUITY | |
| 4,953,131 | | |
| 4,995,151 | | |
| 702,553 | |
BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(Amounts in thousands, except for shares and per
share data)
| |
Three Months Ended May 31, | | |
Nine Months Ended May 31, | |
| |
2022 | | |
2023 | | |
2022 | | |
2023 | |
| |
RMB | | |
RMB | | |
USD | | |
RMB | | |
RMB | | |
USD | |
| Revenue |
| 437,549 | | |
| 586,446 | | |
| 82,482 | | |
| 1,311,054 | | |
| 1,563,977 | | |
| 219,969 | |
| Cost of revenue |
| (302,158 | ) | |
| (393,418 | ) | |
| (55,333 | ) | |
| (916,742 | ) | |
| (1,075,767 | ) | |
| (151,303 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross profit |
| 135,391 | | |
| 193,028 | | |
| 27,149 | | |
| 394,312 | | |
| 488,210 | | |
| 68,665 | |
| Selling, general and administrative expenses |
| (117,122 | ) | |
| (142,016 | ) | |
| (19,974 | ) | |
| (402,068 | ) | |
| (437,730 | ) | |
| (61,565 | ) |
| Other operating income |
| 1,002 | | |
| 22,937 | | |
| 3,226 | | |
| 4,087 | | |
| 49,119 | | |
| 6,908 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating income/(loss) |
| 19,271 | | |
| 73,949 | | |
| 10,401 | | |
| (3,669 | ) | |
| 99,599 | | |
| 14,008 | |
| Interest expense, net |
| (26,364 | ) | |
| (2,859 | ) | |
| (402 | ) | |
| (110,747 | ) | |
| (8,587 | ) | |
| (1,208 | ) |
| Investment income/(loss) |
| 28,155 | | |
| 614 | | |
| 86 | | |
| 107,109 | | |
| (849 | ) | |
| (119 | ) |
| Other income/(expenses) |
| 926 | | |
| (23 | ) | |
| (3 | ) | |
| (5,229 | ) | |
| (2,776 | ) | |
| (390 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income/(loss) before income taxes and
share of equity in loss of unconsolidated affiliates |
| 21,988 | | |
| 71,681 | | |
| 10,082 | | |
| (12,536 | ) | |
| 87,389 | | |
| 12,291 | |
| Income tax expense |
| (28,949 | ) | |
| (109,327 | ) | |
| (15,377 | ) | |
| (47,252 | ) | |
| (133,493 | ) | |
| (18,775 | ) |
| Share of equity in loss of unconsolidated affiliates |
| (121 | ) | |
| (52 | ) | |
| (7 | ) | |
| (232 | ) | |
| (400 | ) | |
| (56 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss |
| (7,082 | ) | |
| (37,698 | ) | |
| (5,302 | ) | |
| (60,020 | ) | |
| (46,506 | ) | |
| (6,541 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income/(loss) attributable to non-controlling interests |
| 1,857 | | |
| 397 | | |
| 56 | | |
| (1,753 | ) | |
| 4,020 | | |
| 565 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to ordinary shareholders |
| (8,939 | ) | |
| (38,095 | ) | |
| (5,358 | ) | |
| (58,267 | ) | |
| (50,526 | ) | |
| (7,106 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss per share attributable to |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| ordinary shareholders |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| —Basic |
| (0.08 | ) | |
| (0.32 | ) | |
| (0.05 | ) | |
| (0.49 | ) | |
| (0.43 | ) | |
| (0.06 | ) |
| —Diluted |
| (0.08 | ) | |
| (0.32 | ) | |
| (0.05 | ) | |
| (0.49 | ) | |
| (0.43 | ) | |
| (0.06 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares used in calculating net loss per ordinary share: |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| —Basic |
| 118,669,795 | | |
| 118,669,795 | | |
| 118,669,795 | | |
| 118,706,830 | | |
| 118,669,795 | | |
| 118,669,795 | |
| —Diluted |
| 118,669,795 | | |
| 118,669,795 | | |
| 118,669,795 | | |
| 118,706,830 | | |
| 118,669,795 | | |
| 118,669,795 | |
| Net loss per ADS |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| —Basic |
| (0.32 | ) | |
| (1.28 | ) | |
| (0.20 | ) | |
| (1.96 | ) | |
| (1.72 | ) | |
| (0.24 | ) |
| —Diluted |
| (0.32 | ) | |
| (1.28 | ) | |
| (0.20 | ) | |
| (1.96 | ) | |
| (1.72 | ) | |
| (0.24 | ) |
BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
(Amounts in thousands)
| | |
Three Months Ended May 31, | | |
Nine Months Ended May 31, | |
| | |
2022 | | |
2023 | | |
2022 | | |
2023 | |
| | |
RMB | | |
RMB | | |
USD | | |
RMB | | |
RMB | | |
USD | |
| Net cash generated from/(used in) operating activities | |
| 321,060 | | |
| (8,198 | ) | |
| (1,153 | ) | |
| (64,556 | ) | |
| 15,338 | | |
| 2,157 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net cash used in investing activities | |
| (20,750 | ) | |
| (20,990 | ) | |
| (2,952 | ) | |
| (1,202,394 | ) | |
| (32,946 | ) | |
| (4,634 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net cash (used in)/generated from financing activities | |
| (479,033 | ) | |
| (41,255 | ) | |
| (5,802 | ) | |
| 1,102,803 | | |
| (90,397 | ) | |
| (12,714 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Effect of exchange rate changes on cash and cash equivalents, and restricted cash | |
| 57,693 | | |
| 7,873 | | |
| 1,106 | | |
| 20,574 | | |
| 15,615 | | |
| 2,196 | |
| Net change in
cash and cash equivalents, and restricted cash | |
| (121,030 | ) | |
| (62,570 | ) | |
| (8,801 | ) | |
| (143,573 | ) | |
| (92,390 | ) | |
| (12,995 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash and
cash equivalents, and restricted cash at beginning of the period | |
| 1,492,620 | | |
| 827,964 | | |
| 116,451 | | |
| 1,515,163 | | |
| 857,784 | | |
| 120,645 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash and
cash equivalents, and restricted cash at end of the period | |
| 1,371,590 | | |
| 765,394 | | |
| 107,650 | | |
| 1,371,590 | | |
| 765,394 | | |
| 107,650 | |
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 May 31, | | |
Nine Months Ended May 31, | |
| | |
2022 | | |
2023 | | |
2022 | | |
2023 | |
| | |
RMB | | |
RMB | | |
USD | | |
RMB | | |
RMB | | |
USD | |
| Gross profit | |
| 135,391 | | |
| 193,028 | | |
| 27,149 | | |
| 394,312 | | |
| 488,210 | | |
| 68,666 | |
| Add: Amortization of intangible assets | |
| 4,523 | | |
| 3,642 | | |
| 512 | | |
| 13,883 | | |
| 11,274 | | |
| 1,586 | |
| Adjusted gross profit | |
| 139,914 | | |
| 196,670 | | |
| 27,661 | | |
| 408,195 | | |
| 499,484 | | |
| 70,252 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating income/(loss) | |
| 19,271 | | |
| 73,949 | | |
| 10,401 | | |
| (3,669 | ) | |
| 99,599 | | |
| 14,009 | |
| Add: Share-based compensation expense | |
| - | | |
| - | | |
| - | | |
| (816 | ) | |
| - | | |
| - | |
| Add: Amortization of intangible assets | |
| 4,523 | | |
| 3,642 | | |
| 512 | | |
| 13,883 | | |
| 11,274 | | |
| 1,586 | |
| Adjusted operating income | |
| 23,794 | | |
| 77,591 | | |
| 10,913 | | |
| 9,398 | | |
| 110,873 | | |
| 15,595 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| (7,082 | ) | |
| (37,698 | ) | |
| (5,302 | ) | |
| (60,020 | ) | |
| (46,506 | ) | |
| (6,541 | ) |
| Add: Share-based compensation expense | |
| - | | |
| - | | |
| - | | |
| (816 | ) | |
| - | | |
| - | |
| Add: Amortization of intangible assets | |
| 4,523 | | |
| 3,642 | | |
| 512 | | |
| 13,883 | | |
| 11,274 | | |
| 1,586 | |
| Add: Tax effect of amortization of intangible assets | |
| (958 | ) | |
| (738 | ) | |
| (104 | ) | |
| (2,953 | ) | |
| (2,302 | ) | |
| (324 | ) |
| Adjusted net loss | |
| (3,517 | ) | |
| (34,794 | ) | |
| (4,894 | ) | |
| (49,906 | ) | |
| (37,534 | ) | |
| (5,279 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to ordinary shareholders | |
| (8,939 | ) | |
| (38,095 | ) | |
| (5,358 | ) | |
| (58,267 | ) | |
| (50,526 | ) | |
| (7,106 | ) |
| Add: Share-based compensation expense | |
| - | | |
| - | | |
| - | | |
| (816 | ) | |
| - | | |
| - | |
| Add: Amortization of intangible assets | |
| 4,523 | | |
| 3,642 | | |
| 512 | | |
| 13,883 | | |
| 11,274 | | |
| 1,586 | |
| Add: Tax effect of amortization of intangible assets | |
| (958 | ) | |
| (738 | ) | |
| (104 | ) | |
| (2,953 | ) | |
| (2,302 | ) | |
| (324 | ) |
| Adjusted net loss attributable to ordinary shareholders | |
| (5,374 | ) | |
| (35,191 | ) | |
| (4,950 | ) | |
| (48,153 | ) | |
| (41,554 | ) | |
| (5,844 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| (7,082 | ) | |
| (37,698 | ) | |
| (5,302 | ) | |
| (60,020 | ) | |
| (46,506 | ) | |
| (6,541 | ) |
| Add: Interest expense, net | |
| 26,364 | | |
| 2,859 | | |
| 402 | | |
| 110,747 | | |
| 8,587 | | |
| 1,208 | |
| Add: Income tax expense | |
| 28,949 | | |
| 109,327 | | |
| 15,377 | | |
| 47,252 | | |
| 133,493 | | |
| 18,775 | |
| Add: Depreciation and amortization | |
| 20,760 | | |
| 21,553 | | |
| 3,031 | | |
| 99,492 | | |
| 63,929 | | |
| 8,991 | |
| Add: Share-based compensation expense | |
| - | | |
| - | | |
| - | | |
| (816 | ) | |
| - | | |
| - | |
| Adjusted EBITDA | |
| 68,991 | | |
| 96,041 | | |
| 13,508 | | |
| 196,655 | | |
| 159,503 | | |
| 22,433 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted
average shares used in calculating adjusted net loss per ordinary share: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| —Basic and Diluted | |
| 118,669,795 | | |
| 118,669,795 | | |
| 118,669,795 | | |
| 118,706,830 | | |
| 118,669,795 | | |
| 118,669,795 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
net loss per share attributable to ordinary shareholders | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| —Basic | |
| (0.05 | ) | |
| (0.30 | ) | |
| (0.04 | ) | |
| (0.41 | ) | |
| (0.35 | ) | |
| (0.05 | ) |
| —Diluted | |
| (0.05 | ) | |
| (0.30 | ) | |
| (0.04 | ) | |
| (0.41 | ) | |
| (0.35 | ) | |
| (0.05 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted net loss per ADS | |
| | |
| | |
| | |
| | |
| | |
| |
| —Basic | |
| (0.20 | ) | |
| (1.20 | ) | |
| (0.16 | ) | |
| (1.64 | ) | |
| (1.40 | ) | |
| (0.20 | ) |
| —Diluted | |
| (0.20 | ) | |
| (1.20 | ) | |
| (0.16 | ) | |
| (1.64 | ) | |
| (1.40 | ) | |
| (0.20 | ) |
13
Bright Scholar Education (NYSE:BEDU)
Historical Stock Chart
From Apr 2024 to May 2024
Bright Scholar Education (NYSE:BEDU)
Historical Stock Chart
From May 2023 to May 2024
