8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 9, 2009

CHINACAST EDUCATION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33771	20-178991
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite 3316, 33/F, One IFC, 1 Harbour View Street,

Central, Hong Kong

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (852) 2811-2389

____________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

On November 9, 2009, ChinaCast Education Corporation issued a press release announcing financial results for the quarter ended September 30, 2009.  The full text of the press release is set forth in Exhibit 99.1 attached hereto.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release dated November 9, 2009

2

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 hereunto duly authorized.

Dated:  November 10, 2009	CHINACAST EDUCATION CORPORATION
	By:	/s/ Antonio Sena
		Name: Antonio Sena
		Title: Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press Release dated November 9, 2009

4

EX-99.1

Exhibit 99.1

ChinaCast Education Corporation Reports

Third Quarter 2009 Financial Results

BEIJING, November 9, 2009 -- ChinaCast Education Corporation (the “Company” or “ChinaCast”) (Nasdaq GM:CAST), a leading for-profit, post-secondary and E-learning services provider in China, today announced its financial results for the third quarter and nine months ended September 30, 2009.

· Third Quarter 2009 Highlights1:

o Total revenuesincreased 14% to $12.2 million

o Operating income increased 52% to $5.6 million

o Net income increased 39% to $4.0 million; Adjusted net income (non-GAAP) increased 39% to $4.5 million

o Diluted EPS of $0.11; Adjusted Diluted EPS (non-GAAP) of $0.12

o EBITDA (non-GAAP) increased 34% to $7.1 million

o Completed the acquisition of the remaining 20% interest in the Foreign Trade and Business College of Chongqing Normal University for $19.9 million

o Completed the acquisition of Lijiang College of Guangxi Normal University for $53.7 million subsequent to Third Quarter 2009

· Nine Months 2009 Highlights:

o Total revenues increased 14% to$34.7 million

o Operating income increased 65% to $14.8 million

o Net income increased 36% to $10.7 million; Adjusted net income (non-GAAP)increased 27% to $12.6 million

o Diluted EPS of $0.30; Adjusted Diluted EPS (non-GAAP) of $0.35

o EBITDA (non-GAAP) increased 57% to $19.4 million

Ron Chan, Chairman and CEO said, “We are extremely pleased with our third quarter results as they reflect what we believe are the attributes of our business model and execution of our strategy to deliver sustainable growth and margin expansion while completing accretive acquisitions to enhance our education service offerings and geographic coverage. Our results were driven by strong demand fundamentals reflected particularly in enrollment growth in our on-campus and e-learning accredited degree programs, supported by solid execution across the business.

The PRC post-secondary education sector continued its strong growth trajectory despite the difficult macro environment.  For the current academic year which started in September 2009, we were able to increase our university enrollments from 11,000 to 12,200 on-campus students and 131,000 to 141,000 e-learning students from the start of the previous academic year.  We also acquired the remaining 20% interest in The Foreign Trade and Business College and closed the acquisition of our second university, Lijiang College of Guangxi Normal University.  Lijiang College, which is located in Guilin and well-known for its hospitality and tourism management programs,  adds an additional 9,000 students to our on-campus enrollments, further expands our course offerings and geographic reach and will start contributing to our financials in the fourth quarter of 2009. Our recently announced joint venture with the China University of Petroleum provides a platform for distance learning throughout the PRC which we believe will drive incremental growth.  Additionally, we are currently evaluating other growth opportunities which complement our business.”

Antonio Sena, Chief Financial Officer added, “We believe that our focus on prudent expense controls and working capital management in the third quarter enabled us to deliver a significant increase in operating income, net income and cash flow resulting in a strong liquidity position, which provides us the flexibility to pursue additional growth opportunities.

“We expect to achieve the high end of our full year guidance of $49 million to $51 million in revenues and $14 million to $16 million in adjusted net income (non-GAAP) and we believe that our strong balance sheet positions us well for additional growth acquisitions.”

1The US dollar figures presented in this release are derived from the corresponding RMB figures from the Company's Form 10-Q for the periods ended September 30, 2009 and September 30, 2008, and are based on the historical exchange rate of US$1.0 = 6.8 RMB at September 30, 2009, and US$1.0 = 6.8 RMB at September 30, 2008, respectively.

1

Third Quarter 2009 Financial Results

Total Revenues – Total revenues for the quarter increased 14% to $12.2 million from $10.7 million in the third quarter of 2008.  ChinaCast is organized into two business segments: the E-Learning Group (“ELG”), encompassing the Company's E-learning education service businesses, and the Traditional University Group (“TUG”), offering accredited bachelor and diploma degree programs to students from the Foreign Trade and Business College (“FTBC”) campus in Chongqing. ELG revenue for the quarter increased 11% to $7.6 million from $6.8 million in the third quarter of 2008.  TUG revenue for the quarter increased 19% to $4.6 million from $3.9 million in the third quarter of 2008.  The Company also reports revenue by service and equipment revenue.  Service revenue for the quarter increased 14% to $11.9 million from $10.4 million in the third quarter of 2008 while equipment revenue was unchanged at $0.3 million.

Cost of Sales – Cost of sales for the quarter increased 1% to $4.6 million from $4.5 million in the third quarter of 2008.

Gross Profit and Gross Margin – Gross profit for the quarter increased 24% to $7.7 million from $6.2 million in the third quarter of 2008.  Gross profit margin for the quarter was 63% compared to 58% in the third quarter of 2008.

Share Based Compensation – Share based compensation for the quarter increased 41% to $0.5 million from $0.3 million in the third quarter of 2008.

Operating Expenses – Operating expenses for the quarter decreased 18% to $2.0 million from $2.5 million in the third quarter of 2008 primarily due to a decrease in administrative expenses.

Operating Income, Operating Income Margin – Operating income for the quarter increased 52% to $5.6 million from $3.7 million in the third quarter of 2008.  Operating income margin for the quarter was 46% compared to 35% in the third quarter of 2008.

Net Income, Net Income Margin – Net income attributable to the Company for the quarter increased 39% to $4.0 million from $2.9 million in the third quarter of 2008. Net income margin for the quarter was 33% compared to 27% in the third quarter of 2008.

Adjusted Net Income, Adjusted Net Income Margin - Adjusted net income excluding share based compensation expenses (non-GAAP) for the quarter increased 39% to $4.5 million from $3.2 million in the third quarter of 2008.  Adjusted net income margin excluding share based compensation expenses (non-GAAP) for the quarter was 37% compared to 30% in the third quarter of 2008.

EBITDA and EBITDA Margin – EBITDA (non-GAAP) for the quarter increased 34% to $7.1 million from $5.3 million in the third quarter of 2008.  EBITDA margin (non-GAAP) for the quarter was 58% compared to 50% in the third quarter of 2008.

Diluted EPS, Adjusted Diluted EPS - Diluted earnings per share for the quarter were $0.11 compared to $0.09 in the third quarter of 2008 primarily due to an increase in net income partially offset by a year-over-year increase in shares used in the computation.  Adjusted diluted earnings per share excluding share based compensation expenses (non-GAAP) for the quarter were $0.12 compared to $0.10 in the third quarter of 2008.  The weighted average number of shares used in the computation was 36,379,884 for the third quarter of 2009 and 31,373,482 for the third quarter of 2008.

Nine Months 2009 Financial Results

Total Revenues – Total revenues for the first nine months increased 14% to $34.7 million from $30.3 million in the first nine months of 2008.  ELG revenue for the first nine months decreased 5% to $21.5 million from $22.7 million in the first nine months of 2008 primarily due to a decrease in equipment sales.  TUG revenue for the first nine months increased 72% to $13.2 million from $7.7 million in the first nine months of 2008, primarily due to the addition of FTBC in the TUG business in the second quarter of 2008.  Service revenue for the first nine months increased 26% to $33.8 million from $26.7 million in the first nine months of 2008 while equipment revenue decreased 75% to $0.9 million from $3.6 million in the first nine months of 2008.

Cost of Sales – Cost of sales for the first nine months decreased 4% to $13.4 million from $14.0 million in the first nine months of 2008 primarily due to a decrease in equipment sales.

Gross Profit and Gross Margin – Gross profit for the first nine months increased 31% to $21.3 million from $16.3 million in the first nine months of 2008.   Gross profit margin for the first nine months was 61% compared to 54% in the first nine months of 2008.

Share Based Compensation – Share based compensation for the first nine months decreased 5% to $1.9 million from $2.0 million in the first nine months of 2008.

2

Operating Expenses – Operating expenses for the first nine months decreased 11% year-over-year to $6.5 million from $7.3 million in the first nine months of 2008 primarily due to a decrease in selling and marketing and general and administrative expenses.

Operating Income, Operating Income Margin – Operating income for the first nine months increased 65% to $14.8 million from $9.0 million in the first nine months of 2008.  Operating income margin for the first nine months was 43% compared to 30% in the first nine months of 2008.

Net Income, Net Income Margin – Net income attributable to the Company for the first nine months increased 36% to $10.7 million from $7.9 million in the first nine months of 2008.  Net income margin for the first nine months was 31% compared to 26% in the first nine months of 2008.

Adjusted Net Income, Adjusted Net Income Margin - Adjusted net income excluding share based compensation expenses (non-GAAP) for the first nine months increased 27% to $12.6 million from $9.9 million in the first nine months of 2008.  Adjusted net income margin excluding share based compensation expenses (non-GAAP) for the first nine months was 36% compared to 33% in the first nine months of 2008.

EBITDA and EBITDA Margin – EBITDA (non-GAAP) for the first nine months increased 57% to $19.4 million from $12.3 million in the first nine months of 2008.  EBITDA margin (non-GAAP) for the first nine months was 56% compared to 41% in the first nine months of 2008.

Diluted EPS, Adjusted Diluted EPS - Diluted earnings per share for the first nine months were $0.30 compared to $0.28 in the first nine months of 2008 primarily due to an increase in net income partially offset by a year-over-year increase in shares used in the computation.  Adjusted diluted earnings per share excluding share based compensation expenses (non-GAAP) for the first nine months were $0.35 compared to $0.34 in the first nine months of 2008.  The weighted average number of shares used in the computation was 35,945,264 for the first nine months of 2009 and 29,026,908 for the first nine months of 2008.

Cash and Bank Balances together with Term Deposits Cash and bank balances together with term deposits totaled $99.8 million as of September 30, 2009, compared to $86.6 million as of December 31, 2008.

Financial Outlook for 2009

For the full year ending December 31, 2009, the Company estimates that total revenue will be between $49 million to $51 million and adjusted net income (non-GAAP) between $14 million to $16 million, which does not include shared-based compensation and impairment charges.  Management believes 2009 results will be at the upper end of these ranges. This is the Company’s current and preliminary view, which is subject to change.

Conference Call Information

ChinaCast’s management team will host an earnings conference call at 8:00 am US Eastern Time, Tuesday, November 10, 2009.  The dial-in details for the earnings conference call are as follows:

Earnings Call Telephone Numbers:

US/Canada Toll Free:  +1-877-852-6579

International:  +1-719-325-4795

A replay of the earnings conference call will be available at the following numbers:

Replay Telephone Numbers:

US/Canada Toll Free:  +1-888-203-1112

International:  +1-719-457-0820

Replay Pass Code:  5570429

Replay will be available at 11:00 am ET on Tuesday, November 10, 2009, through midnight ET on Tuesday, November 24, 2009.

Additionally, a live and archived version of the earnings call will be available at www.chinacasteducation.com. Please access the website approximately 10 minutes prior to the start time in order to download and install any necessary software.

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About ChinaCast Education Corporation

Established in 1999, ChinaCast Education Corporation is a leading for-profit, post-secondary education and e-learning services provider in China. The Company provides post-secondary degree and diploma programs through its two universities in China:  The Foreign Trade and Business College of Chongqing Normal University and the Lijiang College of Guangxi Normal University.   These universities offer fully accredited, career-oriented bachelor's degree and diploma programs in business, economics, law, IT/computer engineering, hospitality and tourism management, advertising, language studies, art and music.  The Company provides its e-learning services to post-secondary institutions, K-12 schools, government agencies and corporate enterprises via its nationwide satellite/fiber broadband network. These services include interactive distance learning applications, multimedia education content delivery, English language training and vocational training courses. The company is listed on the NASDAQ with the ticker symbol CAST.

Safe Harbor Statement

This press release may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management's plans and objectives, future contracts, and forecasts of trends and other matters. These projections, expectations and trends are dependent on certain risks and uncertainties including such factors, among others, as growth in demand for education services, smooth and timely implementation of new training centers and other risk factors listed in the company's Annual Report on Form 10K for the fiscal year ended December 31, 2008. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as ``anticipate'', ``estimate'', ``expect'', ``believe,'' ``will likely result,'' ``outlook,'' ``project'' and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

About Non-GAAP Financial Measures

To supplement our consolidated financial statements, which statements are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: adjusted net income, adjusted net-income margin, adjusted EPS (basic and diluted), EBITDA and EBITDA margin. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables captioned “Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures” included at the end of this release.

We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenses and expenditures that may not be indicative of our ”recurring core business operating results.”  These non-GAAP financial measures exclude from our operating performance not only non-cash charges, such as stock-based compensation, but also discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity as well as comparisons to our competitors’ operating results. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.

The accompanying tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.

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CHINACAST EDUCATION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share-related data)

							As of
	As of September 30,						December 31,
	2009			2009			2008
	US$			RMB			RMB
	(Note 1)						(Note 1)
Assets
Current assets:
Cash and cash equivalents		58,575			398,312			220,131
Term deposits		41,176			280,000			369,000
Accounts receivable		8,187			55,670			32,581
Inventories		251			1,705			1,419
Prepaid expenses and other current assets		951			6,468			8,987
Amounts due from related parties		307			2,088			2,488
Total current assets		109,447			744,243			634,606
Non-current deposits		561			3,818			686
Property and equipment, net		38,521			261,940			283,982
Land use rights, net		17,619			119,810			121,783
Acquired intangible assets, net		2,867			19,497			31,330
Deposits for investments		15,147			103,000			—
Long-term investments		567			3,854			5,224
Non-current advances to related party		14,354			97,606			110,217
Goodwill		45,784			311,332			311,331
Total assets		244,867			1,665,100			1,499,159
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		2,655			18,054			11,467
Accrued expenses and other current liabilities		13,346			90,751			132,807
Deferred revenues		15,808			107,492			84,372
Amount due to related party		77			528			1,127
Income taxes payable		9,413			64,009			50,594
Current portion of long-term bank borrowings		13,882			94,400			20,000
Current portion of capital lease obligation		190			1,289			1,191
Other borrowings		85			580			1,097
Total current liabilities		55,456			377,103			302,655
Non-current liabilities:
Long-term bank borrowings		7,941			54,000			58,400
Capital lease obligation, net of current portion		193			1,313			1,323
Deferred tax liabilities		2,826			19,214			21,030
Unrecognized tax benefits		7,412			50,403			44,612
Total non-current liabilities		18,372			124,930			125,365
Total liabilities		73,828			502,033			428,020
Commitments and contingencies (Note 13)
Shareholders’ equity:
Ordinary shares (US$0.0001 par value; 100,000,000 shares authorized; 38,351,198 and 35,648,251 shares issued and outstanding in 2009 and 2008, respectively)		4			29			27
Additional paid-in capital		145,580			989,945			948,352
Statutory reserve		4,135			28,117			28,117
Accumulated other comprehensive loss		(906	)		(6,159	)		(5,462	)
Retained earnings		18,877			128,361			55,526
Total ChinaCast Education Corporation shareholders’ equity		167,690			1,140,293			1,026,560
Noncontrolling interest		3,349			22,774			44,579
Total shareholders’ equity		171,039			1,163,067			1,071,139
Total liabilities and shareholders’ equity		244,867			1,665,100			1,499,159

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CHINACAST EDUCATION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except share-related data)

	For the three months ended September 30,
	2009			2009			2008
	US$			RMB			RMB
	(Note 1)						(Note 1)
Revenues:
Service		11,917			81,040			70,856
Equipment		279			1,896			1,923
		12,196			82,936			72,779
Cost of revenues:
Service		(4,277	)		(29,077	)		(28,887	)
Equipment		(275	)		(1,875	)		(1,898	)
		(4,552	)		(30,952	)		(30,785	)
Gross profit		7,644			51,984			41,994
Operating (expenses) income:
Selling and marketing expenses (including share-based compensation of RMB267 and RMB114 for the three months ended September 30 for 2009 and 2008, respectively, share-based compensation of RMB1,373 and RMB1,506 for the nine months ended September 30 for 2009 and 2008, respectively)		(135	)		(919	)		(2,001	)
General and administrative expenses (including share-based compensation of RMB2,868 and RMB2,115 for the three months ended September 30 for 2009 and 2008, respectively, share-based compensation of RMB11,474 and RMB12,079 for the nine months ended September 30 for 2009 and 2008, respectively)		(1,958	)		(13,313	)		(16,577	)
Foreign exchange gain (loss)		(8	)		(51	)		(392	)
Management service fee		76			510			1,864
Other operating income (loss)		(18	)		(120	)		232
Total operating expenses, net		(2,043	)		(13,893	)		(16,874	)
Income from operations		5,601			38,091			25,120
Interest income		314			2,134			4,191
Interest expense		(356	)		(2,421	)		(251	)
Income before provision for income taxes and loss in equity investments		5,559			37,804			29,060
Provision for income taxes		(1,120	)		(7,619	)		(6,733	)
Income before loss in equity investments		4,439			30,185			22,327
(Loss) gain in equity investments		(117	)		(793	)		182
Net income		4,322			29,392			22,509
Less: Net income attributable to noncontrolling interest		(299	)		(2,036	)		(2,820	)
Net income attributable to ChinaCast Education Corporation		4,023			27,356			19,689
Earnings per share
Net income attributable to ChinaCast Education Corporation per share:
Basic		0.11			0.76			0.63
Diluted		0.11			0.75			0.63
Weighted average shares used in computation:
Basic		36,133,233			36,133,233			31,373,482
Diluted		36,379,884			36,379,884			31,373,482

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CHINACAST EDUCATION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except share-related data)

	For the nine months ended September 30,
	2009			2009			2008
	US$			RMB			RMB
	(Note 1)						(Note 1)
Revenues:
Service		33,806			229,886			181,869
Equipment		892			6,065			24,327
		34,698			235,951			206,196
Cost of revenues:
Service		(12,528	)		(85,188	)		(71,369	)
Equipment		(882	)		(6,001	)		(24,093	)
		(13,410	)		(91,189	)		(95,462	)
Gross profit		21,288			144,762			110,734
Operating (expenses) income:
Selling and marketing expenses (including share-based compensation of RMB267 and RMB114 for the three months ended September 30 for 2009 and 2008, respectively, share-based compensation of RMB1,373 and RMB1,506 for the nine months ended September 30 for 2009 and 2008, respectively)		(535	)		(3,640	)		(6,370	)
General and administrative expenses (including share-based compensation of RMB2,868 and RMB2,115 for the three months ended September 30 for 2009 and 2008, respectively, share-based compensation of RMB11,474 and RMB12,079 for the nine months ended September 30 for 2009 and 2008, respectively)		(6,541	)		(44,472	)		(46,976	)
Foreign exchange gain (loss)		10			65			(1,043	)
Management service fee		560			3,806			4,655
Other operating income (loss)		57			387			232
Total operating expenses, net		(6,449	)		(43,854	)		(49,502	)
Income from operations		14,839			100,908			61,232
Interest income		1,018			6,923			15,764
Interest expense		(822	)		(5,591	)		(437	)
Income before provision for income taxes and loss in equity investments		15,035			102,240			76,559
Provision for income taxes		(3,101	)		(21,090	)		(16,601	)
Income before loss in equity investments		11,934			81,150			59,958
(Loss) gain in equity investments		(202	)		(1,370	)		(634	)
Net income		11,732			79,780			59,324
Less: Net income attributable to noncontrolling interest		(1,021	)		(6,945	)		(5,661	)
Net income attributable to ChinaCast Education Corporation		10,711			72,835			53,663
Earnings per share
Net income attributable to ChinaCast Education Corporation per share:
Basic		0.30			2.03			1.87
Diluted		0.30			2.03			1.85
Weighted average shares used in computation:
Basic		35,814,325			35,814,325			28,695,241
Diluted		35,945,264			35,945,264			29,026,908

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CHINACAST EDUCATION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	For the nine months ended September 30,
	2009			2009			2008
	US$			RMB			RMB
	(Note 1)						(Note 1)
Cash flows from operating activities:
Net income		11,732			79,780			59,324
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,717			32,074			23,083
Share-based compensation		1,889			12,847			13,585
Loss (gain) on disposal of property and equipment		76			519			(232	)
Loss in equity investments		201			1,370			634
Changes in assets and liabilities:
Accounts receivable		(3,394	)		(23,080	)		(24,822	)
Inventories		(84)			(570)			(42	)
Prepaid expenses and other current assets		444			3,019			(2,302	)
Non-current deposits		(20	)		(133	)		1,640
Amounts due from related parties		846			5,751			960
Accounts payable		969			6,587			(3,022	)
Accrued expenses and other current liabilities		(2,037)			(13,856)			4,698
Deferred revenues		3,400			23,120			60,415
Amount due to related party		(88	)		(599	)		—
Income taxes payable		1,973			13,415			13,728
Deferred taxes liabilities		(267	)		(1,816	)		(1,611	)
Unrecognized tax benefits		851			5,791			1,529
Net cash provided by operating activities		21,208			144,219			147,565
Cash flows from investing activities:
Advance to related party		(2,941	)		(20,000	)		(149	)
Repayment from advance to related party		4,051			27,544			10,991
Purchase of property and equipment		(3,846	)		(26,153	)		(14,235	)
Purchase of subsidiaries, net of cash acquired		—			—			(465,507	)
Term deposits		13,088			89,000			187,768
Disposal of property and equipment		—			—			256
Deposits for investments		(15,147)			(103,000)			(19,000	)
Net cash used in investing activities		(4,795	)		(32,609	)		(299,876	)
Cash flows from financing activities:
Other borrowings raised		1,522			10,350			5,298
Other borrowing raised from related party		74			500			—
Repayment of other borrowings		(1,672	)		(11,367	)		(7,600	)
Bank borrowings raised		18,882			128,400			—
Repayment of bank borrowings		(8,588)			(58,400)			—
Guarantee deposit paid		(441	)		(3,000	)		—
Exercise of warrants		—			—			16,778
Repayment of capital lease obligation		13			88			(184	)
Collection of subscription receivable		—			—			87,670
Net cash provided by financing activities		9,790			66,571			101,962
Effect of foreign exchange rate changes		—			—			(377	)
Net increase (decrease) in cash and cash equivalents		26,203			178,181			(50,726	)
Cash and cash equivalents at beginning of the period		32,372			220,131			138,610
Cash and cash equivalents at end of the period		58,575			398,312			87,884

8

Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures (in thousands, except share related data)	3 months ended 30/09/2009 US$			3 months ended 30/09/2008 US$ (Note)			YoY % Change +/(-)
Net Income attributable to Chinacast Education Corporation		4,023			2,895			39	%
Depreciation and Amortization		1,600			1,579			1	%
Interest Income		(314	)		(616	)		-49	%
Interest Expense		356			37			862	%
Provision for Income Taxes		1,120			990			13	%
Non-controlling Interest		299			415			-28	%
EBITDA		7,084			5,300			34	%
EBITDA Margin		58	%		50	%
Net Income attributable to Chinacast Education Corporation		4,023			2,895			39	%
Shared Based Compensation		461			328			41	%
Adjusted Net Income		4,484			3,223			39	%
Net Income Margin		33	%		27	%		-
Adjusted Net Income Margin		37	%		30	%		-
Fully Diluted Shares		36,379,884			31,373,482			-
EPS (Diluted)		0.11			0.09			-
Adjusted EPS (Diluted)		0.12			0.10			-

Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures (in thousands, except share-related data)	9 months ended 30/09/2009 US$			9 months ended 30/09/2008 US$ (Note)			YoY % Change +/(-)
Net Income attributable to Chinacast Education Corporation		10,711			7,892			36	%
Depreciation and Amortization		4,717			3,395			39	%
Interest Income		(1,018	)		(2,318	)		-56	%
Interest Expense		822			64			1184	%
Provision for Income Taxes		3,101			2,441			27	%
Non-controlling Interest		1,021			832			23	%
EBITDA		19,354			12,306			57	%
EBITDA Margin		56	%		41	%		-
Net Income attributable to Chinacast Education Corporation		10,711			7,892			36	%
Shared Based Compensation		1,889			1,998			-5	%
Adjusted Net Income		12,600			9,890			27	%
Net Income Margin		31	%		26	%		-
Adjusted Net Income Margin		36	%		33	%		-
Fully Diluted Shares		35,945,264			29,026,908			-
EPS (Diluted)		0.30			0.27			-
Adjusted EPS (Diluted)		0.35			0.34			-

(Note: Certain amounts have been restated following the adoption of Statement of Financial Accounting Standards No. 160 which was effective in 2009.)

This news release was distributed by GlobeNewswire, www.globenewswire.com

SOURCE: ChinaCast Education Corporation

CONTACT:

ChinaCast Education Corporation

Michael J. Santos, Chief Marketing Officer

+1-347-482-1588

mjsantos@chinacasteducation.com

www.chinacasteducation.com

or

HC International

Ted Haberfield, Executive Vice President

+1-760-755-2716

thaberfield@hcinternational.net

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