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 February 2012
Commission File Number: 001-33728
NOAH EDUCATION HOLDINGS LTD.
Unit F, 33rd Floor, NEO Tower A
Che Gong Miao
Futian District, Shenzhen
Guangdong Province 518040, People’s Republic of China
(Address of principal executive office)
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 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): ¨
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.
| Noah Education Holdings Ltd. | ||
| By: |
/s/ Dora Li | |
| Name: |
Dora Li | |
| Title: |
Chief Financial Officer | |
Date: February 28, 2012
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Noah Education Announces Unaudited Second Quarter of Fiscal Year 2012 Results
Net Revenue Increased 112.9% Year-Over-Year
Exceeding Guidance to RMB44.9 Million
Shenzhen, China, February 28, 2012 – Noah Education Holdings Ltd. (“Noah” or the “Company”) (NYSE: NED), a leading provider of education services in China, today announced its unaudited financial results for the second quarter of fiscal year 2012 ended December 31, 2011.
Second Quarter Fiscal 2012 Financial Highlights
| • | Net revenue increased 112.9% year-over-year to RMB44.9 million (US$7.1 million) |
| • | Gross profit increased 95.4% year-over-year to RMB20.0 million (US$3.2 million), and gross profit margin was 44.5% |
| • | Operating loss was RMB2.3 million (US$0.4 million), compared to operating loss of RMB7.1 million in the second quarter of fiscal 2011; excluding one-off compensation expenses relating to management resignation amounting to RMB2.8 million, operating income for the second quarter of fiscal 2012 would have been RMB0.5 million. |
| • | Net income was RMB2.3 million (US$0.4 million), compared to net income of RMB3.1 million in the second quarter of fiscal 2011; excluding one-off compensation expenses relating to management resignation amounting to RMB2.8 million, net income for the second quarter of fiscal 2012 would have been RMB5.1 million |
| • | Basic and diluted earnings per share were RMB0.03 (US$0.005), compared to basic and diluted earnings per share of RMB0.08 in the second quarter of fiscal 2011 from continuing operations |
| • | Non-GAAP basic and diluted earnings per share were RMB0.06 (US$0.009) from continuing operations, compared to non-GAAP basic and diluted earnings per share of RMB0.12 in the second quarter of fiscal 2011 |
Second Quarter Fiscal 2012 Operational Highlights
| • | Schools and kindergartens network was 51 (excluding franchise network) and enrollment was over 16,500, as the commissioning of schools and kindergartens and enrollment trend are tied in with school terms, which begin in September and February in each calendar year |
Commenting on the results, Dong Xu, Chairman and Chief Executive Officer of Noah, said, “We are very pleased to see strong momentum continuing in the second quarter with revenue growth exceeding guidance. The robust performance reflected an anticipated strength in the business across-the-board.
“Our revenue mix has changed with an increased weight of kindergarten services after the acquisition of Yuanbo Education (“Yuanbo”), and the new opening of schools and kindergartens that were in the midst of ramping up was reflected in the fluctuations in gross margins. Nevertheless, we are pleased to see progress in our utilization and performance enhancement,” he said.
Mr. Xu continued, “Despite concerns about softening growth in the Chinese economy, the education services sector demonstrated its resilience on the back of favorable economic, social and cultural factors. Having just successfully transformed into an education services company, Noah has already built a strong foundation, and we will continue to solidly execute on our growth strategy focusing on three pillars: kindergartens, private primary and secondary schools and supplemental education services, to achieve profitable and sustainable growth.
“In the next quarter, as the opening schedule of new schools and kindergartens is tied in with school terms which usually begins in February and September in each calendar year, the network will remain unchanged. We will be focusing on ramping up existing schools and kindergartens and will also accelerate integration in order to enhance operating efficiency. Our revenue in the next quarter will remain strong despite our expectations to experience an impact from the winter break for Chinese New Year, as some of the schools and kindergartens do not charge tuition fee for a month during the break. This has been reflected in our guidance as the business model is predictable and we are fully confident in meeting our full year guidance. In addition to sustaining the momentum of the businesses to pursue organic growth, we are diligently pursuing acquisition opportunities with our strong cash position to continue to enhance shareholder values in the long term.” he concluded.
Commenting on the financials, Dora Li, Chief Financial Officer, said, “We are in expansion mode as seven schools and kindergartens are still in ramp-up stage with less than two years operating history, and we are making good progress in increasing enrollment and improving utilization. We expect overall gross margin to improve as they reach full capacities. To keep future growth momentum, we will continue to reinvest to ramp up our schools and kindergartens, and we expect that gross margin will continue to be over 45% on an annual basis in the fiscal year.”
She remarked, “During the quarter, our operating profit and margin were impacted by one-off compensation expenses related to the resignation of management personnel. Excluding the one-off impact, we made pleasing progress in trending down our operating expenses to revenue as we expanded our revenue base and achieved operating leverage. We are optimistic in continuing to see a similar trend on an annual basis.”
Second Quarter Fiscal Year 2012 Unaudited Financial Results
Net revenue
Net revenue for the second quarter of fiscal 2012 increased 112.9% to RMB44.9 million (US$7.1 million) from RMB21.1 million in the second quarter of fiscal 2011, driven mainly by the organic growth in existing Wentai Education (“Wentai”) and Little New Star (“LNS”) segments, and a full-quarter revenue contribution from Yuanbo. Net revenue from Wentai was RMB24.4 million (US$3.9 million), accounting for 54.5% of net revenue, compared with RMB12.7 million for the second quarter of fiscal 2011. LNS also showed solid growth with revenue increasing 24.1% year-over-year to RMB10.4 million (US$1.7 million), accounting for 23.2% of net revenue. Net revenue from Yuanbo was RMB10.0 million (US$1.6 million).
In terms of the breakdown of services, revenue from kindergartens for the second quarter of fiscal 2012 was RMB22.5 million (US$3.6 million), accounting for 50.1% of net revenue, and represents a year-over-year increase of 316.7%. Revenue from primary and secondary schools was RMB15.0 million (US$2.4 million), accounting for 33.4% of net revenue, and represents a year-over-year increase of 56.3%. Revenue from supplemental education, which includes English training courses and sale of teaching materials, was RMB7.4 million (US$1.2 million), accounting for 16.5% of net revenue, and represents a year-over-year increase of 21.3%.
| Services | Q2 FY2012 | Q2 FY2011 | ||||||||||||||
| Revenue (RMB million) |
Percentage in total revenue |
Revenue (RMB million) |
Percentage in total revenue |
|||||||||||||
| Kindergartens |
22.5 | 50.1 | % | 5.4 | 25.6 | % | ||||||||||
| Primary and secondary schools |
15.0 | 33.4 | % | 9.6 | 45.5 | % | ||||||||||
| Supplemental education |
7.4 | 16.5 | % | 6.1 | 28.9 | % | ||||||||||
| Total |
44.9 | 100.0 | % | 21.1 | 100.0 | % | ||||||||||
Gross profit and gross profit margin
Gross profit for the second quarter increased 95.4% year-over-year to RMB20.0 million (US$3.2 million) from RMB10.2 million. The increase in gross profit was primarily driven by the continued strong growth of Wentai and LNS, along with the contribution from Yuanbo, which was newly acquired in first quarter of fiscal 2012.
Gross profit margin was 44.5%, compared with 48.5% in the second quarter of fiscal 2011, and 47.5% in the first quarter of fiscal 2012. The decline was mainly due to a change in revenue mix as kindergartens, which have a lower gross margin, accounted for 50.1% of total revenue in the current quarter, compared with 25.6% in the second quarter of fiscal 2011.
Operating expenses
Operating expenses for the second quarter totaled RMB25.9 million (US$4.1 million), a year-over-year increase of 39.9% from RMB18.5 million. The increase in operating expenses was a result of one-off compensation expenses related to management resignation, and incremental expenses contributed by Yuanbo. As a percentage of net revenue, operating expenses were 57.8%, compared to 87.9% in the same period in fiscal 2011. Excluding one-off compensation expenses related to management resignation, operating expenses for the quarter were RMB23.2 million, a year-over-year increase of 25%, which accounted for 51.6% of net revenue.
Research and development (“R&D”) expenses for the second quarter increased 38.1% year-over-year to RMB0.8 million (US$0.1 million) from RMB0.6 million. The increase in R&D expenses was mainly attributable to an increased staff cost to further enhance the content of the Dudu Happy Reading program. As a percentage of net revenue, R&D expenses were 1.7%, compared to 2.7% in the second quarter of fiscal 2011. The Company will continue to invest in R&D to strengthen their teaching material and content development capabilities while consolidating their efforts to achieve operational leverage.
Sales and marketing (“S&M”) expenses for the second quarter increased 68.9% year-over-year to RMB1.7 million (US$0.3 million) from RMB1.0 million. The increase in S&M expenses primarily reflected the increase in advertising expenses for the promotion of the brands operated by the Company. As a percentage of net revenue, S&M expenses were 3.7%, compared to 4.7% in the same period in fiscal 2011. With the continued expansion of revenue, S&M expenses as a percentage of revenue is expected to maintain at a similar level in fiscal 2012.
General and administrative (“G&A”) expenses for the second quarter increased 39.4% year-over-year to RMB23.5 million (US$3.7 million) from RMB16.9 million. The increase was in part attributable to the incremental expenses arising from Yuanbo during the quarter, and in part due to an approximately RMB2.8 million one-off compensation expense related to management resignation. As a percentage of net revenue, G&A expenses were 52.3%, compared to 79.9% in the same period in fiscal 2011. Excluding the one-off compensation expense, G&A expenses for the quarter increased by 23.1% year-over-year, and accounted for 46.1% of total revenue. The lower percentage of G&A expenses to net revenue primarily reflected the improvement of the Company’s operational leverage with the expansion of revenue scale.
Other operating income
Other operating income for the second quarter of fiscal 2012 totaled RMB3.7 million (US$0.6 million), compared to RMB1.2 million in the same quarter of fiscal 2011. The increase was mainly attributable to rental income.
Operating income/loss
Operating loss for the second quarter of fiscal 2012 was RMB2.3 million (US$0.4 million), compared to an operating loss of RMB7.1 million in the second quarter of fiscal 2011. Excluding the one-off compensation expense, the Company recorded operating income of RMB0.5 million in the second quarter of fiscal 2012.
Other non-operating income
Interest income for the second quarter of fiscal 2012 was RMB0.4 million (US$0.06 million), compared to RMB0.6 million in the second quarter of fiscal 2011. Finance costs relating to contingent consideration payable for the second quarter of fiscal 2012 was RMB0.2 million (US$0.04 million). Investment income for the second quarter of fiscal 2012 was RMB4.3 million (US$0.7million), compared to RMB2.2 million in the second quarter of fiscal 2011. Other non-operating income was RMB1.8 million (US$0.3 million), compared to RMB8.6 million in the same period in fiscal 2011. Such decrease was mainly due to the decrease in exchange gain from US dollar intercompany loans, which were settled upon the disposal of the ELP business in the fourth quarter of fiscal 2011.
Income tax expenses
Income tax expenses were RMB1.7 million (US$0.3million) in the second quarter of fiscal 2012, compared to RMB1.1 million from the same period in fiscal 2011.
Net income
Net income for the second quarter of fiscal 2012 was RMB2.3 million (US$0.4 million), or basic and diluted earnings per share of RMB0.03 (US$0.005). This compares with net income of RMB3.1 million or basic and diluted earnings per share of RMB0.08 in the second quarter of fiscal 2011 from continuing operations. Excluding the impact from the one-off compensation expense, net income amounted to RMB5.1 million.
Net income excluding share-based compensation expenses (non-GAAP) for the second quarter of fiscal 2012 was RMB3.2 million (US$0.5 million),compared with RMB4.7 million in the same period of fiscal 2011. Non-GAAP basic and diluted earnings per share for the second quarter of fiscal 2012 were RMB0.06 (US$0.009), compared with RMB0.12 in the second quarter of fiscal 2011.
Liquidity
Cash and cash equivalents, short-term time deposits and short-term other investments totaled RMB504.6 million (US$80.2 million) on December 31, 2011, compared to RMB500.0 million on September 30, 2011. For the three months ended December 31, 2011, the Company generated RMB9.6 million (US$1.5 million) in cash from operations. The cash from operations is tied in with the cycle of tuition collection.
Deferred revenue
Deferred revenue related to tuition fees and franchising fees as of December 31, 2011 was RMB24.1 million (US$3.8 million). This compares to deferred revenue related to tuition fees and franchising fees of RMB42.9 million as of September 30, 2011. Deferred revenue primarily includes the tuition fees and franchising fees collected but was not yet recognized during the quarter. It will be recognized according to course and contract schedule.
Operating Updates
| • | Total schools and kindergartens network was 51 at the end of the second quarter of fiscal 2012. The network includes: |
| • | 33 kindergartens – one of the kindergartens was in the process of finalizing licenses and did not contribute to the revenue during the quarter |
| • | 5 primary and secondary schools |
| • | 13 directly owned supplemental training centers – two training centers were closed and LNS is in the process of identifying appropriate locations in which to open new centers. The enrollment number of the supplemental training centers is expected to be impacted |
| • | Student enrollment totaled over 16,500 |
| • | More than 8,400 for kindergartens |
| • | More than 3,950 for primary and secondary schools |
| • | Close to 4,200 for directly owned supplemental training centers |
Financial Outlook for Full Fiscal 2012 and for the Third Quarter of Fiscal 2012
Based on current estimates and market conditions, for the third quarter of fiscal 2012, Noah expects to generate net revenue in the range of RMB30 million (US$4.8 million) to RMB32 million (US$5.4 million). For the full fiscal 2012, the Company continues to expect to generate revenue between RMB145 million (US$23.4 million) and RMB155 million (US$24.9 million). This forecast reflects Noah’s current and preliminary view, which is subject to change.
Conference Call
Noah’s senior management will host a conference call at 8:00 am (Eastern)/5:00 am (Pacific)/9:00 pm (Beijing) on Tuesday, February 28, 2012 to discuss its second quarter of fiscal year 2012 financial results and recent business activities. The conference call may be accessed by calling:
| US |
+1-866-519-4004 | |
| International (toll) |
+1-718-354-1231 | |
| China, Domestic mobile |
400-620-8038 | |
| China, Domestic |
800-819-0121 | |
| Hong Kong |
800-930-346 |
Please dial in 10 minutes before the scheduled starting time. An operator will answer your call and please use “Noah” as the verbal passcode to access the call. Replay of the conference call will be available from 11:00 am on February 28, 2012 until March 6, 2012 by dialing the following numbers:
| US |
+1-866-214-5335 | |
| International (toll) |
+61-2-8235-5000 | |
| China |
400-692-0026 | |
| Hong Kong |
800-901-596 | |
| Passcode |
4917 7378 |
A live webcast and replay will be available on the investor relations page of Noah’s website at http://ir.noaheducation.com.
Statement Regarding Unaudited Financial Information
The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on our year-end financial statements, which could result in significant differences from this unaudited financial information.
Currency Convenience Translation
For the convenience of readers, certain RMB amounts in the statement of operations, balance sheet and cash flow statements have been translated into US dollars at the average rate of RMB6.2939, the noon buying rate for US dollars in effect on December 30, 2011 for cable transfers of RMB per US dollar as certified for customs purposes by the Federal Reserve Bank of New York.
Use of Non-GAAP Financial Measures
In addition to consolidated financial results under GAAP, the Company also provides non-GAAP financial measures, including non-GAAP net income which excludes non-cash share-based compensation. The Company believes that the non-GAAP financial measures provide investors with another method for assessing the Company’s operating results in a manner that is focused on the performance of its ongoing operations. Readers are cautioned not to view non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the performance of the Company’s liquidity and when planning and forecasting future periods.
About Noah Education Holdings Ltd.
Noah is a leading provider of education services in China. The Company’s brands include Wentai Education, which operates and manages high-end kindergartens, primary and secondary schools, Little New Star, which provides English language training for children aged 3-12 in its directly owned and franchised training centers, and Yuanbo Education, which focuses on early childhood education services in the Yangtze Delta region. Noah was founded in 2004 and is listed on the New York Stock Exchange under the ticker symbol NED. For more information about Noah, please visit http://ir.noaheducation.com.
Safe Harbor Statement
This press release contains forward-looking statements that reflect Noah’s current expectations and views of future events that involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Noah has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. You should understand that our actual future results may be materially different from and worse than what Noah expects. Information regarding these risks, uncertainties and other factors is included in Noah’s most recent Annual Report on Form 20-F and other filings with the SEC.
Investor Contacts
Noah Education Holdings Ltd.
Email: ir@noaheducation.com
Noah Education Holdings Ltd.
Consolidated Balance Sheet
| September 30 2011 |
December 31 2011 |
|||||||||||
| Unaudited | Unaudited | |||||||||||
| RMB | RMB | USD | ||||||||||
| Assets: |
||||||||||||
| Current assets |
||||||||||||
| Cash and cash equivalents |
388,037,000 | 227,081,421 | 36,079,604 | |||||||||
| Other time deposit |
25,000,000 | — | — | |||||||||
| Investments |
87,003,441 | 277,503,441 | 44,090,856 | |||||||||
| Accounts receivables, net of allowance of doubtful debts |
1,291,943 | 1,016,420 | 161,493 | |||||||||
| Related party receivables |
30,080,052 | — | — | |||||||||
| Inventories |
5,544,845 | 5,399,821 | 857,945 | |||||||||
| Prepaid expenses and other current assets |
10,704,164 | 14,793,932 | 2,350,521 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total current assets |
547,661,445 | 525,795,035 | 83,540,419 | |||||||||
| Investments |
10,752,491 | 10,358,680 | 1,645,828 | |||||||||
| Property, plant and equipment, net |
190,855,109 | 190,694,012 | 30,298,227 | |||||||||
| Intangible assets, net |
75,415,750 | 74,255,629 | 11,798,031 | |||||||||
| Goodwill |
113,554,542 | 113,554,542 | 18,042,000 | |||||||||
| Deposit for property, plant and equipment |
1,050,592 | — | — | |||||||||
| Call option |
7,913,000 | 7,913,000 | 1,257,249 | |||||||||
| Deferred tax assets |
622,632 | 511,525 | 81,273 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total assets |
947,825,561 | 923,082,423 | 146,663,027 | |||||||||
|
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|
|
|
|
|
|||||||
| Liabilities and Shareholders’ Equity |
||||||||||||
| Current liabilities |
||||||||||||
| Accountants payable (including account payables of the consolidated variable interest entities (“VIEs”) without recourse to Noah Education Holdings Ltd. (“Noah”) of RMB1,109,074 and RMB1,629,675 as of September 30, 2011 and December 31, 2011, respectively) |
1,225,666 | 1,714,733 | 272,444 | |||||||||
| Other payables and accruals (including other payables and accruals of the consolidated VIEs without recourse to Noah of RMB13,645,228 and RMB11,679,714 as of September 30, 2011 and December 31, 2011, respectively) |
43,011,514 | 33,509,311 | 5,324,093 | |||||||||
| Advances from customers (including advance from customer of the consolidated VIEs without recourse to Noah of RMB215,911 and RMB435,506 as of September 30,2011 and December 31, 2011, respectively) |
806,340 | 440,157 | 69,934 | |||||||||
| Income tax payable (including income tax payables of the consolidated VIEs without recourse to Noah of RMB4,718,003 and RMB5,325,202 as of September 30, 2011 and December 31, 2011, respectively) |
8,074,474 | 9,689,573 | 1,539,518 | |||||||||
| Deferred revenue (including deferred revenues of the consolidated VIEs without recourse to Noah of RMB15,496,149 and RMB6,040,818 as of September 30, 2011 and December 31, 2011, respectively) |
41,851,354 | 23,099,407 | 3,670,126 | |||||||||
| Contingent Consideration payable |
— | 6,398,422 | 1,016,607 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total current liabilities |
94,969,348 | 74,851,603 | 11,892,722 | |||||||||
| Deferred revenues |
5,091,206 | 4,702,591 | 747,166 | |||||||||
| Deferred tax liabilities |
8,507,225 | 8,150,121 | 1,294,924 | |||||||||
| Contingent consideration payable |
7,331,000 | 1,163,532 | 184,867 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total non-current liabilities |
20,929,431 | 14,016,244 | 2,226,957 | |||||||||
| Total liabilities |
115,898,779 | 88,867,847 | 14,119,679 | |||||||||
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|
|
|||||||
| Equity |
||||||||||||
| Ordinary shares |
14,800 | 14,848 | 2,359 | |||||||||
| Additional paid-in capital |
1,043,680,543 | 1,046,012,157 | 166,194,594 | |||||||||
| Accumulated other comprehensive loss |
(124,064,232 | ) | (125,441,233 | ) | (19,930,604 | ) | ||||||
| Retained losses |
(153,403,294 | ) | (152,163,907 | ) | (24,176,410 | ) | ||||||
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|
|
|
|
|
|
|||||||
| Total Noah shareholders’ equity |
766,227,817 | 768,421,865 | 122,089,939 | |||||||||
|
|
|
|
|
|
|
|||||||
| Non-controlling interest |
65,698,965 | 65,792,711 | 10,453,409 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total liabilities and equity |
947,825,561 | 923,082,423 | 146,663,027 | |||||||||
|
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|
|
|
|
|
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Noah Education Holdings Ltd.
Consolidated Statements of Operations
| Three months
ended December 31 |
Six months
ended December 31 |
|||||||||||||||||||||||
| 2010 (Unaudited) |
2011 (Unaudited) |
2010 (Unaudited) |
2011 (Unaudited) |
|||||||||||||||||||||
| RMB | RMB | USD | RMB | RMB | USD | |||||||||||||||||||
| Net revenue |
21,090,343 | 44,899,922 | 7,133,879 | 40,759,502 | 79,081,590 | 12,564,799 | ||||||||||||||||||
| Cost of revenue |
(10,870,405 | ) | (24,931,239 | ) | (3,961,175 | ) | (18,762,945 | ) | (42,872,013 | ) | (6,811,677 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross profit |
10,219,938 | 19,968,683 | 3,172,704 | 21,996,557 | 36,209,577 | 5,753,122 | ||||||||||||||||||
| Research & development expenses |
(563,139 | ) | (777,883 | ) | (123,593 | ) | (1,113,109 | ) | (1,473,162 | ) | (234,062 | ) | ||||||||||||
| Sales & marketing expenses |
(994,070 | ) | (1,679,429 | ) | (266,834 | ) | (2,009,037 | ) | (3,194,695 | ) | (507,586 | ) | ||||||||||||
| General and administrative expenses |
(16,850,893 | ) | (23,483,124 | ) | (3,731,093 | ) | (29,923,371 | ) | (44,007,500 | ) | (6,992,088 | ) | ||||||||||||
| Other expenses |
(136,945 | ) | (7,150 | ) | (1,136 | ) | (458,716 | ) | (17,172 | ) | (2,728 | ) | ||||||||||||
|
|
|
|
|
|
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|
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|
|
|||||||||||||
| Total operating expenses |
(18,545,047 | ) | (25,947,586 | ) | (4,122,656 | ) | (33,504,233 | ) | (48,692,529 | ) | (7,736,464 | ) | ||||||||||||
| Other operating income |
1,184,942 | 3,698,888 | 587,694 | 1,236,327 | 8,288,237 | 1,316,868 | ||||||||||||||||||
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|
|||||||||||||
| Operating loss |
(7,140,167 | ) | (2,280,015 | ) | (362,258 | ) | (10,271,349 | ) | (4,194,715 | ) | (666,474 | ) | ||||||||||||
| Interest income |
586,827 | 368,133 | 58,490 | 1,355,844 | 691,434 | 109,858 | ||||||||||||||||||
| Finance cost |
0 | (230,954 | ) | (36,695 | ) | 0 | (230,954 | ) | (36,695 | ) | ||||||||||||||
| Investment income |
2,201,392 | 4,332,254 | 688,326 | 3,962,594 | 7,709,490 | 1,224,915 | ||||||||||||||||||
| Other Non-Operating income |
8,609,228 | 1,771,943 | 281,534 | 18,409,704 | 3,360,782 | 533,975 | ||||||||||||||||||
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|||||||||||||
| Income before income taxes |
4,257,280 | 3,961,361 | 629,397 | 13,456,793 | 7,336,037 | 1,165,579 | ||||||||||||||||||
| Income tax expenses |
(1,131,456 | ) | (1,678,228 | ) | (266,644 | ) | (1,897,455 | ) | (3,249,182 | ) | (516,243 | ) | ||||||||||||
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| Net income from continuing operations |
3,125,824 | 2,283,133 | 362,753 | 11,559,338 | 4,086,855 | 649,336 | ||||||||||||||||||
| Net loss from discontinued operations |
(56,516,248 | ) | — | — | (86,896,842 | ) | — | — | ||||||||||||||||
| less: Net income attributable to non-controlling interest |
239,858 | 1,043,747 | 165,834 | 641,066 | 1,938,083 | 307,930 | ||||||||||||||||||
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| Net (loss)income attributable to controlling interest |
(53,630,282 | ) | 1,239,386 | 196,919 | (75,978,570 | ) | 2,148,772 | 341,406 | ||||||||||||||||
| Net income per share from continuing operation |
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| Basic |
0.08 | 0.03 | 0.005 | 0.29 | 0.06 | 0.009 | ||||||||||||||||||
| Diluted |
0.08 | 0.03 | 0.005 | 0.29 | 0.06 | 0.009 | ||||||||||||||||||
| Weighted average ordinary shares outstanding |
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| Basic |
37,193,760 | 36,483,915 | 36,483,915 | 37,383,306 | 36,456,828 | 36,456,828 | ||||||||||||||||||
| Diluted |
37,193,760 | 36,545,812 | 36,545,812 | 37,383,306 | 36,557,674 | 36,557,674 | ||||||||||||||||||
Noah Education Holdings Ltd.
Reconciliation of Non-GAAP to GAAP
| Three months
ended December 31 |
Six months
ended December 31 |
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| 2010 | 2011 | 2010 | 2011 | |||||||||||||||||||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||||||||||||||||||
| RMB | % of Rev |
RMB | USD | % of Rev | RMB | % of Rev | RMB | USD | % of Rev |
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| GAAP net revenue |
21,090,343 | 100.0 | % | 44,899,922 | 7,133,879 | 100.0 | % | 40,759,502 | 100.0 | % | 79,081,590 | 12,564,799 | 100.0 | % | ||||||||||||||||||||||||||
| GAAP gross profit |
10,219,938 | 48.5 | % | 19,968,683 | 3,172,704 | 44.5 | % | 21,996,557 | 54.0 | % | 36,209,577 | 5,753,122 | 45.8 | % | ||||||||||||||||||||||||||
| Share-based compensation |
0 | 0.0 | % | 0 | 0 | 0.0 | % | 0 | 0.0 | % | 0 | 0 | 0.0 | % | ||||||||||||||||||||||||||
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| Non-GAAP gross profit |
10,219,938 | 48.5 | % | 19,968,683 | 3,172,704 | 44.5 | % | 21,996,557 | 54.0 | % | 36,209,577 | 5,753,122 | 45.8 | % | ||||||||||||||||||||||||||
| GAAP operating loss |
(7,140,167 | ) | -33.9 | % | (2,280,015 | ) | (362,258 | ) | -5.1 | % | (10,271,349 | ) | -25.2 | % | (4,194,715 | ) | (666,473 | ) | -5.3 | % | ||||||||||||||||||||
| Share-based compensation |
1,538,844 | 7.3 | % | 899,834 | 142,969 | 2.0 | % | 3,057,081 | 7.5 | % | 1,799,669 | 285,939 | 2.3 | % | ||||||||||||||||||||||||||
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| Non-GAAP operating loss |
(5,601,323 | ) | -26.6 | % | (1,380,181 | ) | (219,289 | ) | -3.1 | % | (7,214,268 | ) | -17.7 | % | (2,395,046 | ) | (380,534 | ) | -3.0 | % | ||||||||||||||||||||
| GAAP net income |
3,125,824 | 14.8 | % | 2,283,133 | 362,753 | 5.1 | % | 11,559,338 | 28.4 | % | 4,086,855 | 649,336 | 5.2 | % | ||||||||||||||||||||||||||
| Share-based compensation |
1,538,844 | 7.3 | % | 899,834 | 142,969 | 2.0 | % | 3,057,081 | 7.5 | % | 1,799,669 | 285,939 | 2.3 | % | ||||||||||||||||||||||||||
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| Non-GAAP net income |
4,664,668 | 22.1 | % | 3,182,967 | 505,722 | 7.1 | % | 14,616,419 | 35.9 | % | 5,886,524 | 935,275 | 7.4 | % | ||||||||||||||||||||||||||
| GAAP net income per share from continuing operations |
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| Basic |
0.08 | 0.03 | 0.005 | 0.29 | 0.06 | 0.010 | ||||||||||||||||||||||||||||||||||
| Diluted |
0.08 | 0.03 | 0.005 | 0.29 | 0.06 | 0.010 | ||||||||||||||||||||||||||||||||||
| Non-GAAP net income per share |
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| Basic |
0.12 | 0.06 | 0.009 | 0.37 | 0.11 | 0.017 | ||||||||||||||||||||||||||||||||||
| Diluted |
0.12 | 0.06 | 0.009 | 0.37 | 0.11 | 0.017 | ||||||||||||||||||||||||||||||||||
Note: This reconciliation is for illustration purpose to compare GAAP and Non-GAAP performance for the continuing operations
Noah Education Holdings Ltd.
Consolidated Cash Flow Statements
| For Three Months Ended December 31 |
For Six Months Ended December 31 |
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| 2010 RMB |
2011 RMB |
2011 USD |
2010 RMB |
2011 RMB |
2011 USD |
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| Cash flows from operating activities |
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| Net income |
3,125,824 | 2,283,133 | 362,753 | 11,559,338 | 4,086,855 | 649,336 | ||||||||||||||||||
| Adjustments to reconcile net income |
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| Amortization of intangible assets |
787,986 | 1,200,120 | 190,680 | 1,457,059 | 2,303,603 | 366,006 | ||||||||||||||||||
| Depreciation of property, plant and equipment |
3,340,979 | 5,363,681 | 852,203 | 6,926,080 | 9,848,832 | 1,564,822 | ||||||||||||||||||
| Share-based compensation expenses |
2,255,558 | 899,834 | 142,969 | 4,511,117 | 1,799,669 | 285,939 | ||||||||||||||||||
| Unrealized exchange difference |
(8,140,936 | ) | (999,942 | ) | (158,875 | ) | (17,288,585 | ) | (2,770,749 | ) | (440,228 | ) | ||||||||||||
| Unrealized loss on trading investment |
— | — | — | (706,454 | ) | — | — | |||||||||||||||||
| Realized loss on trading investment |
(358,377 | ) | — | — | (358,377 | ) | — | — | ||||||||||||||||
| Impairment loss on Franklin B Share investment |
— | 302,443 | 48,053 | — | 531,220 | 84,402 | ||||||||||||||||||
| Changes in operating assets & liabilities |
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| Trading investments |
6,488,811 | — | — | 6,561,451 | — | — | ||||||||||||||||||
| Accounts receivable |
252,588 | 275,522 | 43,776 | 783,146 | 651,587 | 103,527 | ||||||||||||||||||
| Related party receivables |
— | 80,052 | 12,719 | — | — | — | ||||||||||||||||||
| Inventories |
(403,588 | ) | 145,024 | 23,042 | (976,373 | ) | 798,146 | 126,813 | ||||||||||||||||
| Prepaid expenses |
9,618,634 | 26,960,825 | 4,283,644 | 16,518,365 | 47,275,419 | 7,511,308 | ||||||||||||||||||
| Deferred tax assets |
— | 111,107 | 17,653 | — | (17,639 | ) | (2,802 | ) | ||||||||||||||||
| Accounts payable |
(752,466 | ) | 489,067 | 77,705 | 7,046 | (1,120,861 | ) | (178,087 | ) | |||||||||||||||
| Other payables and accruals |
(2,098,659 | ) | (9,271,248 | ) | (1,473,053 | ) | (13,598,812 | ) | (6,200,812 | ) | (985,210 | ) | ||||||||||||
| Advances from customers |
(428,897 | ) | (366,183 | ) | (58,181 | ) | (247,193 | ) | 212,641 | 33,785 | ||||||||||||||
| Deferred revenue |
(8,566,129 | ) | (19,140,562 | ) | (3,041,129 | ) | (3,684,665 | ) | 2,054,125 | 326,368 | ||||||||||||||
| Income tax payable |
435,496 | 1,615,099 | 256,613 | 1,208,068 | 3,957,493 | 628,782 | ||||||||||||||||||
| Deferred tax liabilities |
(144,667 | ) | (357,104 | ) | (56,738 | ) | (100,663 | ) | (1,014,420 | ) | (161,175 | ) | ||||||||||||
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| Operating cash provided by continuing operation |
5,412,157 | 9,560,869 | 1,523,836 | 12,570,548 | 62,395,108 | 9,913,584 | ||||||||||||||||||
| Operating cash used in discontinued operation |
(17,071,151 | ) | — | — | (54,221,698 | ) | — | — | ||||||||||||||||
| Cash flows used in investing activities |
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| Acquisition of property, plant and equipment |
(7,156,548 | ) | (5,202,585 | ) | (826,607 | ) | (14,645,667 | ) | (19,739,835 | ) | (3,136,344 | ) | ||||||||||||
| Acquisition of intangible assets |
— | (40,000 | ) | (6,355 | ) | (125 | ) | (40,000 | ) | (6,355 | ) | |||||||||||||
| Acquisition of Wentai |
— | — | — | (4,380,923 | ) | — | — | |||||||||||||||||
| Acquisition of Yuanbo |
— | — | — | 0 | (25,907,107 | ) | -(3,987,529 | ) | ||||||||||||||||
| Repayment of deposit for investment |
— | — | — | 4,200,000 | — | — | ||||||||||||||||||
| Increase in other investment |
(198,859,569 | ) | (190,500,000 | ) | (30,267,402 | ) | (245,959,569 | ) | (227,500,000 | ) | (36,146,110 | ) | ||||||||||||
| Decrease in short-term time deposits |
— | 25,000,000 | 3,972,100 | 60,000,000 | 32,000,000 | 5,084,288 | ||||||||||||||||||
| Decrease in investments |
37,000,000 | — | — | 37,000,000 | — | — | ||||||||||||||||||
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| Investing cash flow used in continuing operation |
(169,016,117 | ) | (170,742,584 | ) | (27,128,265 | ) | (163,786,284 | ) | (240,376,941 | ) | (38,192,050 | ) | ||||||||||||
| Investing cash flow used in discontinued operation |
(1,736,050 | ) | — | — | (1,071,133 | ) | — | — | ||||||||||||||||
| Cash flows (used in) from financing activities |
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| Proceed from exercise of share options |
241,182 | 1,431,828 | 227,495 | 310,704 | 1,572,428 | 249,834 | ||||||||||||||||||
| Shares repurchases |
(15,041,268 | ) | — | — | (17,818,804 | ) | (145,617 | ) | (23,136 | ) | ||||||||||||||
| Dividend paid to non-controlling shareholders |
(450,000 | ) | (950,000 | ) | (150,940 | ) | (450,000 | ) | (950,000 | ) | (150,940 | ) | ||||||||||||
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| Financing cash flow (used in) from continuing operation |
(15,250,086 | ) | 481,828 | 76,555 | (17,958,100 | ) | 476,811 | 75,758 | ||||||||||||||||
| Financing cash flow from discontinued operation |
— | — | — | — | — | — | ||||||||||||||||||
| Effect of exchange rate changes on cash |
(605,060 | ) | (285,690 | ) | (45,392 | ) | (1,494,567 | ) | (1,288,257 | ) | (204,683 | ) | ||||||||||||
| Net decrease in cash |
(197,661,247 | ) | (160,669,887 | ) | (25,527,874 | ) | (224,466,667 | ) | (177,505,022 | ) | (28,202,708 | ) | ||||||||||||
| Cash and cash equivalents at beginning of period |
479,032,597 | 388,037,000 | 61,652,870 | 506,727,524 | 405,874,701 | 64,486,995 | ||||||||||||||||||
| Cash and cash equivalents at end of period |
280,766,290 | 227,081,421 | 36,079,604 | 280,766,290 | 227,081,421 | 36,079,604 | ||||||||||||||||||