0001144204-18-054417.txt : 20181018 0001144204-18-054417.hdr.sgml : 20181018 20181018165534 ACCESSION NUMBER: 0001144204-18-054417 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181018 FILED AS OF DATE: 20181018 DATE AS OF CHANGE: 20181018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hailiang Education Group Inc. CENTRAL INDEX KEY: 0001596964 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36907 FILM NUMBER: 181128761 BUSINESS ADDRESS: STREET 1: 1508 BINSHENG RD, STREET 2: BINJIANG DISTRICT, HANGZHOU CITY, CITY: ZHEJIANG STATE: F4 ZIP: 310052 BUSINESS PHONE: 86 0571 58121974 MAIL ADDRESS: STREET 1: 1508 BINSHENG RD, STREET 2: BINJIANG DISTRICT, HANGZHOU CITY, CITY: ZHEJIANG STATE: F4 ZIP: 310052 6-K 1 tv505042_6k.htm FORM 6-K

 

 

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 October 2018

 

Commission File Number: 001-36907

 

 

 

Hailiang Education Group Inc.

 

 

 

1508 Binsheng RD,

Binjiang District, Hangzhou City,

Zhejiang, China 310052

(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  x            Form 40-F  ¨

 

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

 

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

 

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

 

Yes  ¨            No  x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 

 

 

 

 

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.

 

  Hailiang Education Group Inc.
     
Date: October 18, 2018 By:

/s/ Ming Wang 

  Name: Ming Wang
  Title: Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

     

Exhibit

No. 

 

Description

   
Exhibit 99.1   Press Release

 

 

 

 

 

 

EX-99.1 2 tv505042_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Hailiang Education Group Inc. Reports Fiscal Year 2018 Financial Results 

 

HANGZHOU, China, October 18, 2018 /PRNewswire/ -- Hailiang Education Group Inc. (Nasdaq: HLG) (“Hailiang Education” or the “Company”), an education and management service provider of primary, middle, and high schools in the PRC, announced its financial results for the fiscal year ended June 30, 2018.

 

Mr. Ming Wang, Chairman and Chief Executive Officer of Hailiang Education, commented, “We are pleased to report our financial results for fiscal year 2018. We achieved record revenues and net profit for fiscal year 2018, which increased by 37.0% and 37.7% year-over-year, respectively. As of June 30, 2018, we owned and sponsored 7 affiliated schools, and managed and operated 16 managed schools that were not owned or sponsored by us, with an aggregate number of 23 schools and 54,684 students across China. In addition, we have continued to show steady growth in the basic educational and international programs we administer. We have been proud of the response from our students and their parents over the year as we seek to attract high-quality faculty and improve our teaching methods to increase the quality of our services. Going forward, we expect to continue to improve the quality of our education and management service.”

 

   For the 12 Months Ended June 30 
(RMB millions, except per share data)  2018   2017   % Change 
Revenue   1,169.3    853.3    37.0%
Basic educational program   764.2    657.9    16.1%
International program   329.8    195.4    68.8%
Management services   19.0        100.0%
Others   56.4        100.0%
Gross Profit   364.7    204.8    78.1%
Gross Margin   31.2%   24.0%   7.2pp*
Operating Profits   280.5    160.9    74.4%
Operating Margin   24.0%   18.9%   5.1pp*
Net Profit   230.9    167.7    37.7%
EPS   0.54    0.41    31.7%

*Notes: pp represents percentage points

  

Fiscal Year 2018 Financial Highlights

 

Revenue was RMB1,169.3 million (US$176.7 million), an increase of 37.0% from RMB853.3 million in the same period last year.
  
Gross profit was RMB364.7 million (US$55.1 million), an increase of 78.1% from RMB204.8 million in the same period last year.
  
Gross margin was 31.2% compared with 24.0% in the same period last year.
  
Net profit was RMB230.9 million (US$34.9 million), an increase of 37.7% from RMB167.7 million in the same period last year.
  
Basic and diluted earnings per share were RMB0.54 (US$0.08) compared with RMB0.41 in the same period last year.

  

Fiscal Year 2018 Operational Highlights

 

As of June 30, 2018, the total enrollment of students in the schools originally owned and sponsored by the Company was 22,110.
  
As of June 30, 2018, the number of students enrolled in the basic educational programs was 18,250, an increase of 0.6% from 18,125 in the same period last year. The number of students enrolled in the international programs was 3,860, as of June 30, 2018, an increase of 36.6% from 2,825 in the same period last year.
  
Expanded the scale of the Company’s education offerings by owning and sponsoring 7 affiliated schools, managing and operating 16 managed schools that were not owned or sponsored by us, with an aggregate number of 23 schools and 54,684 students across China.

 

 

 

 

 

Fiscal Year 2018 Financial Results

 

Revenue

 

Revenue increased by 37.0% to RMB1,169.3 million (US$176.7 million) for the 12 months ended June 30, 2018, from RMB853.3 million for the same period of last year. It was mainly driven by an increase in the tuition during the same periods.

 

Revenue from the basic educational programs increased by RMB106.3 million (US$16.1 million) or 16.1%, to RMB764.2 million (US$115.5 million) for the 12 months ended June 30, 2018, from RMB657.9 million for the same period of last year. This was driven primarily by an increase in the tuition during the same periods.

 

Revenue from the international programs increased by RMB134.4 million (US$20.3 million) or 68.8%, to RMB329.8 million (US$49.8 million) for the 12 months ended June 30, 2018, from RMB195.4 million for the same period of last year. This was mainly due to an increase in the number of students enrolled in our international programs as well as an increase in the tuition charged in our international programs.

 

Revenue from management services mainly represents revenue derived from the provision of services including but not limited to logistic, management and consulting services. During the 2018 fiscal year, as a practice of asset-light strategy, the Company expanded its business by providing management services to 16 managed schools and recognized service fees of RMB12.3 million (approximately US$1.9 million). The rest of revenue from management services amounted to RMB6.7 million (approximately US$1.0 million) for the year ended June 30, 2018, which was mainly derived from the operating support services for Ming Kang Hui supermarkets.

 

Other revenue mainly represents revenue derived from the provision of educational training services, overseas study consulting services and hotel management. Revenue from others was RMB56.4 million (US$8.5 million) for the year ended June 30, 2018.

 

Cost of Revenue

 

Cost of revenue increased by RMB156.2 million (US$23.6 million) or 24.1%, to RMB804.7 million (US$121.6 million) for the 12 months ended June 30, 2018, from RMB648.5 million for the same period of last year. The increase was primarily due to an increase in labor costs resulting from an increase in the total number of teachers and educational staff and a general increase in the compensation levels, an increase in student-related costs resulting from the increase in the number of students enrolled and the increased cost of student catering service. Furthermore, the study trip business and study abroad consulting business newly launched in the 2018 fiscal year resulted in the increase of other costs.

 

Gross Profit and Gross Margin

 

Gross profit increased by 78.1% to RMB364.7 million (US$55.1 million) for the 12 months ended June 30, 2018, from RMB204.8 million for the same period of last year.

 

Gross margin increased by 7.2 percentage points to 31.2% for the 12 months ended June 30, 2018, compared with 24.0% for the same period of last year.

 

Operating Expenses

 

Operating expenses increased by RMB37.6 million (US$5.7 million) or 74.8%, to RMB87.9 million (US$13.3 million) for the 12 months ended June 30, 2018, from RMB50.3 million for the same period of last year.

 

 

 

 

Selling expenses increased by RMB2.6 million (US$0.4 million) or 12.0%, to RMB24.5 million (US$3.7 million) for the 12 months ended June 30, 2018, from RMB21.9 million for the same period of last year, which was primarily due to the increase in student recruitment expenses as we have increased student enrollment rewards to attract top-tier students.

 

Administrative expenses increased by RMB35.0 million (US$5.3 million) or 123.3%, to RMB63.4 million (US$9.6 million) for the 12 months ended June 30, 2018 from RMB28.4 million for the same period of last year. This increase was primarily due to (i) an increase in labor cost resulting from an increase in the total number and compensation level of office and administrative staff; (ii) an increase in professional service fee; and (iii) an increase in other general operational expenses generated from newly established subsidiaries and affiliated entities.

 

Other Income, net

 

Other income consists of government grants and other miscellaneous income. Other income decreased by RMB2.6 million (US$0.4 million) or 41.7% to RMB3.7 million (US$0.6 million) for the 12 months ended June 30, 2018, from RMB6.3 million for the same period of last year, primarily due to the increase of one-time extraordinary expenses and disposal fixed assets expense in the 2018 fiscal year.

 

Net Finance Income

 

Net finance income increased by RMB4.5 million (US$0.7 million) or 65.3%, to RMB11.4 million (US$1.7 million) for the 12 months ended June 30, 2018, from RMB6.9 million for the same period of last year, which was primarily due to an increase in interest income caused by more fund we deposited with the related party finance entity in the 2018 fiscal year compared to the 2017 fiscal year.

 

Income Tax Expense

 

Income tax expense was RMB66.3 million (US$10.0 million) for the 12 months ended June 30, 2018, compared with nil in the same period last year. The increase was due to our subsidiaries and consolidated affiliated companies in PRC, which mainly provide logistic services, management and consulting services, educational training services, after-school enrichment programs, and overseas study consulting services, being subject to a unified 25% enterprise income tax rate.

 

Net Profit

 

Net profit increased by 37.7% to RMB230.9 million (US$34.9 million) for the 12 months ended June 30, 2018, from RMB167.7 million for the same period of last year.

 

Basic and Diluted Earnings per Share

 

Basic and diluted earnings per share were RMB0.54 (US$0.08) for the 12 months ended June 30, 2018, compared with basic and diluted earnings per share of RMB0.41 for the same period of last year.

 

Cash Flow

 

Net cash provided by operating activities was RMB587.9 million (US$88.9 million) for the 12 months ended June 30, 2018, compared with RMB287.0 million for the same period of last year. Net cash provided by investing activities was RMB131.1 million (US$19.8 million), compared with net cash used in investing activities of RMB602.3 million for the same period of last year. Net cash provided by financing activities was RMB18.6 million (US$2.8 million) for the 12 months ended June 30, 2018, compared with RMB99.6 million for the same period of last year.

 

Balance Sheet

 

As of June 30, 2018, the Company had cash and cash equivalents of RMB812.6 million (US$122.8 million), compared with RMB77.8 million as of June 30, 2017. As of June 30, 2018, the Company had term deposits held at a related party finance entity of RMB204.0 million (US$30.8 million), compared with RMB401.0 million as of June 30, 2017.

 

 

 

 

Exchange Rate

 

This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB 6.6171 to US$1.00, the noon buying rate in effect on June 30, 2018, as set forth in the H.10 Statistical Release of the Federal Reserve Board.

 

The Company will host its fiscal year 2018 financial results conference call at 9:00 am Eastern Time (6:00 am Pacific Time/9:00 pm Beijing Time) on Friday, October 19, 2018. To attend the call, please use the information below for either dial-in access or webcast access. When prompted on dial-in, ask for “Hailiang Education Group/HLG”.

 

Conference Call
Date: October 19, 2018
Time: 9:00 am ET, U.S.
International Toll Free:

United States: +1 888-346-8982

Mainland China: +86 400-120-1203

Hong Kong: +852 800-905-945

International: International: +1 412-902-4272
Conference ID: Hailiang Education Group

 

 

Please dial in at least 15 minutes before the commencement of the call to ensure timely participation. For those unable to participate, an audio replay of the conference call will be available from approximately one hour after the end of the live call until October 26, 2018. The dial-in for the replay is +1-877-344-7529 within the United States or +1-412-317-0088 internationally. The replay access code is No. 10125421.

 

A live webcast and archive of the conference call will be available at http://ir.hailiangedu.com.

 

About Hailiang Education Group Inc.

Hailiang Education (Nasdaq: HLG) is one of the largest primary, middle, and high school educational services providers in China. The Company focuses closely on providing distinguished, specialized, and internationalized education. HLG is dedicated to provide students with high quality primary, high school, and international educational services and highly values the quality of students' life, study, and development. Hailiang Education adapts its education services based upon its students' individual aptitudes. HLG is devoted to improving its students' academic capabilities, cultural accomplishments, and international perspectives. Hailiang Education operates multilingual classrooms. Languages used include Chinese, English, Spanish, Japanese, Korean, and French. In addition, Hailiang Education has launched various diversified high-quality courses, such as Mathematical Olympiad courses, A-level courses, Australia Victorian Certificate of Education (VCE) courses, IELTS courses, TOEFL courses, as well as SAT courses. The Company has established extensive cooperative relations with more than 200 international educational institutions and universities. Hailiang Education is committed to making great efforts to provide its students with greater opportunities to enroll at well-known domestic or international universities to further their education. For more information, please visit http://ir.hailiangedu.com.

 

 

 

 

Forward-Looking Statement

This press release contains information about Hailiang Education's view of its future expectations, plans, and prospects that constitute forward-looking statements. These forward-looking statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts in this announcement are forward-looking statements, including but not limited to the following: general economic conditions in China, competition in the education industry in China, the expected growth of the Chinese private education market, Chinese governmental policies relating to private educational services and providers of such services, health epidemics and other outbreaks in China, the Company's business plans, the Company's future business development, results of operations, and financial condition, expected changes in the Company's revenue and certain cost or expense items, its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the number of students entrusted by schools, the successful integration of acquired companies, technologies and assets into its portfolio of software and services, marketing and other business development initiatives, dependence on key personnel, the ability to attract, hire, and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property, the outcome of ongoing, or any future, litigation or arbitration, including those relating to copyright and other intellectual property rights, and other risks detailed in the Company's filings with the U.S. Securities and Exchange Commission (the “SEC”). Hailiang Education may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including statements about Hailiang Education's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, whether known or unknown, and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “will make,” “will be,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “endeavor to,” “is/are likely to,” or other similar expressions. Further information regarding these and other risks is included in our annual report on Form 20-F and other filings with the SEC. All information provided in this press release is as of the date of this press release, and Hailiang Education undertakes no obligation to update any forward-looking statements, except as may be required under applicable law.

 

 

Contacts:

 

Mr. Litao Qiu 
Board Secretary 
Hailiang Education Group Inc.  
Phone: +86-571-5812-1974 
Email: ir@hailiangeducation.com

 

Ms. Tina Xiao 
Ascent Investor Relations LLC 
Phone: +1-917-609-0333 
Email: tina.xiao@ascent-ir.com

 

 

 

 

HAILIANG EDUCATION GROUP INC.

 

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEARS ENDED JUNE 30, 2016, 2017 AND 2018

(Amounts in thousands except per share data)

 

  

2016

RMB

  

2017

RMB

  

2018

RMB

 
Revenue   654,060    853,295    1,169,348 
Cost of revenue   (498,944)   (648,482)   (804,674)
                
Gross profit   155,116    204,813    364,674 
Other income, net   1,756    6,325    3,689 
Selling expenses   (16,753)   (21,902)   (24,539)
Administrative expenses   (36,153)   (28,385)   (63,374)
Disposal loss of leasehold improvement   (10,286)        
                
Operating profit   93,680    160,851    280,450 
Gain on disposal of affiliated entities           5,349 
Net finance income   5,752    6,892    11,391 
                
Profit before tax   99,432    167,743    297,190 
Income tax expenses           (66,288)
                
Net Profit   99,432    167,743    230,902 
                
Profit attributable to:               
Net Profit attributable to non-controlling interests           8,314 
Net Profit attributable to the Group’s shareholders   99,432    167,743    222,588 
    99,432    167,743    230,902 
                
Earnings per share               
Basic and diluted earnings per share   0.24    0.41    0.54 
                
Net Profit   99,432    167,743    230,902 
Other comprehensive income/(loss)   8,437    2,202    (2,542)
                
Total comprehensive income   107,869    169,945    228,360 
                
Comprehensive income attributable to:               
Comprehensive income attributable to non-controlling interests           8,314 
Comprehensive income attributable to the Group’s shareholders   107,869    169,945    220,046 
    107,869    169,945    228,360 

 

 

 

 

HAILIANG EDUCATION GROUP INC.

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF JUNE 30, 2017 AND 2018

(Amounts in thousands)

 

  

2017

RMB

  

2018

RMB

 
Assets        
Property and equipment, net   720,619    679,081 
Intangible assets and goodwill, net   79,599    78,747 
Prepayments to third party suppliers   5,692    92 
           
Non-current assets   805,910    757,920 
           
Other receivables due from related parties   112,773    95,128 
Other current assets   1,526    15,182 
Term deposits held at a related party finance entity   401,000    204,000 
Cash and cash equivalents   77,801    812,620 
           
Current assets   593,100    1,126,930 
           
Total assets   1,399,010    1,884,850 
           
Equity          
Share capital   267    268 
Share premium   134,584    134,583 
Contributed capital   235,895    235,895 
Reserves   278,044    312,667 
Retained earnings   452,823    638,246 
Total Hailiang Education Group Inc. shareholders' equity   1,101,613    1,321,659 
Non-controlling interests       13,154 
           
Total equity   1,101,613    1,334,813 
           
Liabilities          
Trade and other payables due to third parties   113,863    141,504 
Other payables due to related parties   124,841    138,215 
Deferred revenue   58,693    212,969 
Income tax payable       57,349 
           
Current liabilities   297,397    550,037 
           
Total liabilities   297,397    550,037 
           
Total equity and liabilities   1,399,010    1,884,850 

 

 

 

 

HAILIANG EDUCATION GROUP INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2016, 2017 AND 2018

(Amounts in thousands)

 

  

2016

RMB

  

2017

RMB

  

2018

RMB

 
Cash flows from operating activities               
Profit for the year   99,432    167,743    230,902 
Adjustments for:               
Depreciation   65,038    110,485    113,128 
Disposal loss of leasehold improvement   10,286         
Gain on disposal of affiliated entities           (5,349)
(Gain)/loss on sale of other property and equipment   (157)   (41)   371 
Amortization of intangible assets   948    662    446 
Share based payment   1,459         
Net foreign exchange (gain)/loss   (1,049)   (282)   324 
Interest income   (4,906)   (6,709)   (11,715)
Income tax expenses           66,288 
                
    171,051    271,858    394,395 
Change in other current assets   2,126    (530)   (13,681)
Change in prepayment to third party suppliers   (4,424)   2,235    2,157 
Change in trade and other payables due to third parties   21,789    23,313    30,416 
Change in amount due to related parties   26,136    (27,636)   18,000 
Change in deferred revenue   (489)   17,713    165,583 
                
Cash generated from operating activities   216,189    286,953    596,870 
Income tax paid           (8,939)
                
Net cash from operating activities   216,189    286,953    587,931 
                
Cash flows from investing activities               
Interest received   3,265    5,873    10,677 
Proceeds from sale of property and equipment   762    64    1,015 
Purchase of property and equipment   (346,595)   (108,959)   (89,369)
Term deposits placed with a related party finance entity   (1,212,430)   (1,953,600)   (204,000)
Maturity of term deposits placed with a related party finance entity   1,272,430    1,552,600    401,000 
Loans made to a related party       (98,229)    
Acquisition of subsidiaries           (6,160)
Net proceeds from disposal of affiliated entities           17,982 
                
Net cash (used in)/from investing activities   (282,568)   (602,251)   131,145 
                
Cash flows from financing activities               
Proceeds from issue of ordinary shares   122,369         
Payment of new shares issuance cost   (7,844)        
Loan made from related parties       99,603    7,609 
Capital contribution from former shareholder           11,000 
                
Net cash from financing activities   114,525    99,603    18,609 
                
Net increase/(decrease) in cash and cash equivalents   48,146    (215,695)   737,685 
Cash and cash equivalents at beginning of the year   233,379    291,011    77,801 
Effect of movements in exchange rates on cash held   9,486    2,485    (2,866)
                
Cash and cash equivalents at the end of the year   291,011    77,801    812,620 
                
Non cash transaction:               
Share based payment   3,166         
Capital transaction       10,000