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 January 2013

 

Commission File Number: 001-34900

 


 

TAL EDUCATION GROUP

 


 

18/F, Hesheng Building

32 Zhongguancun Avenue, Haidian District

Beijing 100080

People’s Republic of China

+86 (10) 5292 6669

(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  o

 

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): o

 

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): o

 

 

 



 

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.

 

 

TAL Education Group

 

 

 

 

 

 

By:

/s/Bangxin Zhang

 

Name:  Bangxin Zhang

 

Title:   Chairman and Chief Executive Officer

 

Date: January 24, 2013

 

2



 

Exhibit Index

 

Exhibit 99.1 — Press Release

 

3


Exhibit 99.1

 

TAL Education Group Announces Unaudited Financial Results for the Third Fiscal Quarter Ended November 30, 2012

 

·Quarterly Net Revenues Increased by 20.3% Year-Over-Year

·Quarterly Income from Operations Increased by 163.4% Year-Over-Year

·Quarterly Net Income Attributable to TAL Increased by 288.3% Year-Over-Year

 

(Beijing — January 22, 2013) —TAL Education Group (NYSE: XRS) (“TAL” or the “Company”), a leading K-12 after-school tutoring services provider in China, today announced its unaudited financial results for the quarter ended November 30, 2012, which is the third quarter of TAL’s fiscal year 2013.

 

Highlights for the Third Quarter of Fiscal Year 2013

 

·                  Net revenues increased by 20.3% year-over-year to US$48.9 million from US$40.7 million in the same period of the prior year.

·                  Income from operations increased by 163.4% to US$3.1 million, from US$1.2 million in the third quarter of fiscal year 2012.

·                  Net income attributable to TAL increased by 288.3% year-over-year to US$5.6 million from US$1.4 million in the same period of the prior year.

·                  Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 172.0% year-over-year to US$7.9 million from US$2.9 million in the same period of the prior year.

·                  Basic and diluted net income per American Depositary Share (“ADS”)1 were both US$0.07. Non-GAAP basic and diluted net income per ADS, excluding share-based compensation expenses, were both US$0.10.

·                  Total student enrollments during the third quarter of fiscal year 2013 increased by 9.0% year-over-year to approximately 153,800.

·                  Total physical network increased to 259 learning centers as of November 30, 2012 from 257 as of August 31, 2012, but still remained below the 275 learning centers as of November 30, 2011, as the Company continued to improve operational efficiency and enhance the quality of growth during the period.

 


1Each ADS represents two Class A common shares.

 

1



 

Highlights for the First Nine Months Ended November 30, 2012

 

·                  Net revenues increased by 32.7% year-over-year to US$166.3 million from US$125.3 million in the same period of the prior year.

·                  Income from operations increased by 75.2% to US$25.8 million, from US$14.7 million in the same period of fiscal year 2012.

·                  Net income attributable to TAL increased by 58.9% year-over-year to US$26.6 million from US$16.7 million in the same period of the prior year.

·                  Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 42.9%year-over-year to US$33.2 million from US$23.2 million in the same period of the prior year.

·                  Basic and diluted net income per ADS were both US$0.34. Non-GAAP basic and diluted net income per ADS, in each case excluding share-based compensation expenses, were US$0.43 and US$0.42, respectively.

·                  Total student enrollments during the first nine months of fiscal year 2013 increased by 22.4% year-over-year to approximately 565,410.

·                  Total physical network decreased to 259 learning centers as of November 30, 2012 from 270 learning centers as of February 29, 2012, as the Company continued to improve operational efficiency and enhance the quality of growth during the period.

 

Financial and Operating Data—Third Quarter and First Nine Months of Fiscal Year 2013

 

(In US$ thousands, except per ADS data, student enrollments and percentages)

 

 

 

Three Months Ended

 

 

 

 

 

November 30,

 

 

 

 

 

2011

 

2012

 

Pct. Change

 

Net revenues

 

40,652

 

48,905

 

20.3

%

Net income attributable to TAL

 

1,442

 

5,599

 

288.3

%

Non-GAAP net income attributable to TAL

 

2,887

 

7,852

 

172.0

%

Operating income

 

1,166

 

3,069

 

163.4

%

Non-GAAP operating income

 

2,611

 

5,323

 

103.9

%

Net income per ADS attributable to TAL – basic

 

0.02

 

0.07

 

286.3

%

Net income per ADS attributable to TAL – diluted

 

0.02

 

0.07

 

287.7

%

Non-GAAP net income per ADS attributable to TAL – basic

 

0.04

 

0.10

 

170.6

%

Non-GAAP net income per ADS attributable to TAL – diluted

 

0.04

 

0.10

 

171.5

%

Total student enrollments in small class, one-on-one and online courses

 

141,100

 

153,800

 

9.0

%

 

2



 

 

 

Nine Months Ended

 

 

 

 

 

November 30,

 

 

 

 

 

2011

 

2012

 

Pct. Change

 

Net revenues

 

125,304

 

166,283

 

32.7

%

Net income attributable to TAL

 

16,731

 

26,592

 

58.9

%

Non-GAAP net income attributable to TAL

 

23,196

 

33,153

 

42.9

%

Operating income

 

14,704

 

25,759

 

75.2

%

Non-GAAP operating income

 

21,169

 

32,319

 

52.7

%

Net income per ADS attributable to TAL – basic

 

0.22

 

0.34

 

57.2

%

Net income per ADS attributable to TAL – diluted

 

0.21

 

0.34

 

58.3

%

Non-GAAP net income per ADS attributable to TAL – basic

 

0.30

 

0.43

 

41.4

%

Non-GAAP net income per ADS attributable to TAL – diluted

 

0.30

 

0.42

 

42.4

%

Total student enrollments in small class, one-on-one and online courses

 

461,800

 

565,410

 

22.4

%

 

“Third quarter revenues of US$48.9 million came within guidance and reflected the expected impact from the changes we made to our Beijing mathematics course curriculum as well as our ongoing efforts to manage the growth of our one-on-one business. Our small class business in new markets continued to be the outstanding growth driver, with cities other than Beijing and Shanghai contributing 28% of small class revenues in the third quarter.”

 

“In fiscal 2013, we focused on improved utilization and systems implementation to drive operational efficiency rather than maximized top line growth. As we near the closing month of fiscal 2013, I am pleased to see that our strategic focus on operational improvements for this year has enhanced the quality of our revenues, providing us with a solid basis for sustainable growth going forward. In the coming fiscal year, we will seek to continue to maintain the gains in operational efficiency we achieved in fiscal 2013, while shifting our organizational focus back to the ‘essence of what makes education education’: an unrelenting focus on the needs of our students and the high quality tutoring services we must provide in order to meet those needs. In fiscal 2014, we will continue to strengthen our core tutoring competency and will offer even more innovative and differentiated content to our students,” said TAL’s Chairman and Chief Executive Officer, Mr. Bangxin Zhang.

 

Mr. Joseph Kauffman, Chief Financial Officer, continued, “I am very pleased with the operational leverage we have achieved as we

 

3



 

worked to build a more efficient business. While we operated only 259 centers in the third quarter as compared to the peak number of 275 centers in the same year ago period, we still managed 20% year-on-year revenue growth and more significantly, 163% operating income growth and a 288% increase in net income.”

 

“We remain optimistic about the attractive growth opportunity ahead of us, even though we anticipate the impact from the change of the Beijing policy to be somewhat longer and deeper than originally expected and we will not aggressively pursue rapid expansion in our one-on-one business for some time. We are confident that our growth prospects for small class, particularly in the new cities where we have strong business momentum but are still relatively underpenetrated, warrant a rebooting of our center expansion. We will, however, maintain a modest pace of center additions to ensure that our recent drive to enhance the quality of growth can be sustained,” Mr. Kauffman added.

 

Financial Results for the Third Quarter of Fiscal Year 2013

 

Net Revenues

For the third quarter of fiscal year 2013, TAL reported net revenues of US$48.9 million, representing a 20.3% increase from US$40.7 million in the third quarter of fiscal year 2012. The increase was mainly driven by the higher average selling prices (ASPs) and an increased number of total student enrollments. ASP increased by 10.4% from US$288 in the third quarter of fiscal year 2012 to US$318 in the same quarter of fiscal year 2013. The growth in ASP was mainly driven by the hourly rate increases in the Company’s small class business. Total student enrollments increased by 9.0% to approximately 153,800 from approximately 141,100 in the same period one year ago. The increase in total student enrollments was driven primarily by increases of enrollments in the small class offerings.

 

Operating Costs and Expenses

Operating costs and expenses were US$46.4 million, a 17.6% increase from US$39.5 million in the third quarter of fiscal year 2012. Non-GAAP operating costs and expenses, which exclude share-based compensation expenses, were US$44.2 million, a 16.1% increase from US$38.0 million in the third quarter of fiscal year 2012.

 

Cost of revenues increased by 13.0% to US$26.7 million, from US$23.7 million in the third quarter of fiscal year 2012. The increase in cost of revenues was primarily due to an increase in rental costs, teacher compensation, and other staff costs associated primarily with an expansion of learning center capacity. Non-GAAP cost of revenues, which exclude share-based compensation expenses, increased by 13.0% to US$26.7 million, from US$23.6 million in the third quarter of fiscal year 2012.

 

Selling and marketing expenses increased by 6.5% to US$6.9 million, from US$6.5 million in the third quarter of fiscal year 2012. This increase primarily reflected an increase in salaries and benefits for our sales and marketing personnel to support a greater number of programs and service offerings. Non-GAAP selling and marketing expenses, which exclude share-based compensation expenses, increased by 4.6% to US$6.4 million, from US$6.2 million in the third quarter of fiscal year 2012.

 

4



 

General and administrative expenses increased by 36.8% to US$12.8 million, from US$9.3 million in the third quarter of fiscal year 2012. The increase in general and administrative expenses was mainly due to an increase in salaries and benefits for our general and administrative personnel to support expanded number of cities in which the Company had learning center operations. Non-GAAP general and administrative expenses, which exclude share-based compensation expenses, increased by 33.6% to US$11.0 million, from US$8.2 million in the third quarter of fiscal year 2012.

 

Total share-based compensation expenses allocated to the related operating costs and expenses increased by 55.9% to US$2.3 million in the third quarter of fiscal year 2013, from US$1.4 million in the same period of fiscal year 2012.

 

Gross Profit

Gross profit increased by 30.5% to US$22.2 million, from US$17.0 million in the third quarter of fiscal year 2012.

 

Income from Operations

Income from operations increased by 163.4% to US$3.1 million, from US$1.2 million in the third quarter of fiscal year 2012. Non-GAAP income from operations, which excludes share-based compensation expenses, increased by 103.9% to US$5.3 million, from US$2.6 million in the third quarter of fiscal year 2012.

 

Other Income/(Expense)

For the third quarter of fiscal year 2013, other income was US$1.8 million, compared to other expenses of US$0.2 million in the third quarter of fiscal year 2012. This 1.8 million of other income in the third quarter of fiscal year 2013 was primarily driven by an exchange gain. As the Company holds the vast majority of its cash balance in RMB and reports in U.S. dollars, it benefits from exchange gains in times of relative strength of the RMB and incur exchange losses in times of relative strength of the U.S. dollar.

 

Income Tax Expense

Income tax expense was US$0.8 million in the third quarter of fiscal year 2013, as compared to US$0.3 million in the third quarter of fiscal year 2012. The increase was mainly a result of the growth of income before income tax.

 

Net Income Attributable to TAL Education Group

Net income attributable to TAL increased by 288.3% to US$5.6 million, from US$1.4 million in the third quarter of fiscal year 2012. Non-GAAP net income attributable to TAL, which excludes share-based compensation expenses, increased by 172.0% to US$7.9 million, from US$2.9 million in the third quarter of fiscal year 2012.

 

Basic and Diluted Net Income per ADS

Basic and diluted net income per ADS were both US$0.07 in the third quarter of fiscal year 2013. Non-GAAP basic and Non-GAAP diluted net income per ADS, which excludes share-based compensation expenses, were both US$0.10.

 

5



 

Capital Expenditures

Capital expenditures for the third quarter of fiscal year 2013 were US$1.3 million, representing a decrease of US$40.0 million from US$41.3 million in the third quarter of fiscal year 2012. The decrease was mainly a result of a payment made by the Company in the third quarter of fiscal year 2012 for office space purchased last year, which did not recur in the third quarter of fiscal year 2013.

 

Cash and Cash Equivalents

As of November 30, 2012, the Company had US$234.4 million of cash and cash equivalents and US$14.5 million of term deposits, as compared to US$188.6 million of cash and cash equivalents and US$10.3 million of term deposits as of February 29, 2012.

 

Deferred Revenue

As of November 30, 2012, the Company’s deferred revenue balance was US$107.3 million as compared to US$77.4 million as of November 30, 2011, representing an increase of 38.6%.

 

Business Outlook

Based on the Company’s current estimates, total net revenues for the fourth quarter of fiscal year 2013 are expected to be between US$58.0 million and US$60.0 million, representing an increase of 11% to 15% on a year-over-year basis.

 

Taking into account the continued near-term impact of the new Beijing policy and the Company’s efforts to manage the growth of its one-on-one business, the Company is adjusting its revenue guidance for the full fiscal year 2013 from that provided on October 23, 2012. For the fiscal year ending February 28, 2013, the Company expects total net revenues to be in the estimated range of US$224.3 million to US$226.3 million, representing an increase of 26% to 27% year-over-year.

 

These estimates reflect the Company’s current expectation, which is subject to change.

 

Conference Call

 

The Company will host a conference call and live webcast to discuss its financial results for the third fiscal quarter of fiscal year 2013 ended November 30, 2012 at 8:00 a.m. Eastern Time on January 22, 2013 (9:00 p.m. Beijing time on January 22, 2013).

 

The dial-in details for the live conference call are as follows:

· U.S. toll free:

 

+1-866-519-4004

· China toll free:

 

800-819-0121

· Hong Kong toll free:

 

800-930-346

·U.S. toll / International:

 

+1-718-354-1231

Conference ID:

 

85475543

 

6



 

A live and archived webcast of the conference call will be available on the Investor Relations section of TAL’s website at en.xueersi.org.

 

A telephone replay of the conference call will be available through January 29, 2013.

 

The dial-in details for the replay are as follows:

· U.S. toll:

 

+1-718-354-1232

· China toll:

 

400-692-0026

· Hong Kong toll:

 

800-901-596

· International toll:

 

+61-2-8235-5000

Conference ID:

 

85475543

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the outlook for the fourth quarter of fiscal year 2013 and the fiscal year ending February 28, 2013, quotations from management in this announcement, as well as TAL Education Group’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports 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 the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: its ability to continue to attract students to enroll in its courses; its ability to continue to recruit, train and retain qualified teachers; its ability to improve the content of its existing course offerings and to develop new courses; its ability to maintain and enhance its brand; its ability to maintain and continue to improve its teaching results; and its ability to compete effectively against its competitors.  Further information regarding these and other risks is included in the Company’s reports filed with, or furnished to the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of this press release, and TAL Education Group undertakes no duty to update such information or any forward-looking statement, except as required under applicable law.

 

About TAL Education Group

 

TAL Education Group, which operates under the brand “Xueersi,” is a leading K-12 after-school tutoring service provider in China. Its tutoring services cover the core subjects in China’s school curriculum, including mathematics, English, Chinese, physics, chemistry and biology, and are delivered through three formats: small class, one-on-one, and online courses.

 

7



 

The Company’s network includes 259 physical learning centers as of November 30, 2012, located in 15 key cities in China: Beijing, Shanghai, Guangzhou, Shenzhen, Tianjin, Wuhan, Xi’an, Chengdu, Nanjing, Hangzhou, Taiyuan, Zhengzhou, Chongqing, Suzhou and Shenyang. It also operates www.eduu.com, a leading online education platform in China. The Company’s ADSs trade on the New York Stock Exchange under the symbol “XRS.”

 

About Non-GAAP Financial Measures

 

In evaluating its business, TAL considers and uses the following measures defined as non-GAAP financial measures by the SEC as supplemental metrics to review and assess its operating performance: non-GAAP operating costs and expenses, non-GAAP cost of revenues, non-GAAP selling and marketing expenses, non-GAAP general and administrative expenses, non-GAAP income from operations, non-GAAP net income attributable to TAL, non-GAAP basic and non-GAAP diluted net income per ADS. To present each of these non-GAAP measures, the Company excludes share-based compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

 

TAL believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based expenses that may not be indicative of its operating performance from a cash perspective. TAL believes that both management and investors benefit from these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to TAL’s historical performance and liquidity. TAL computes its non-GAAP financial measures using the same consistent method from quarter to quarter and from period to period. TAL believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using non-GAAP measures is that these non-GAAP measures exclude share-based compensation charges that have been and will continue to be for the foreseeable future a significant recurring expense in the Company’s business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

 

For further information, please contact:

 

Mei Li

Investor Relations

TAL Education Group

Tel: +861052926658

Email: ir@xueersi.com

 

Caroline Straathof

IR Inside

Tel: +31 6 5462 4301

Email: info@irinside.com

 

8



 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars)

 

 

 

As of
February 29,
2012

 

As of
November 30,
2012

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

188,579,767

 

$

234,434,001

 

Term deposits

 

10,328,116

 

14,454,348

 

Restricted cash

 

 

1,382,206

 

Available-for-sale securities

 

361,803

 

327,388

 

Inventory

 

223,611

 

174,988

 

Deferred tax assets-current

 

1,729,758

 

2,267,562

 

Prepaid expenses and other current assets

 

9,011,975

 

12,532,633

 

Total current assets

 

210,235,030

 

265,573,126

 

Property and equipment, net

 

76,726,219

 

75,362,803

 

Deferred tax assets-non-current

 

490,222

 

514,857

 

Rental deposit

 

4,545,605

 

4,986,899

 

Intangible assets, net

 

183,523

 

1,756,023

 

Goodwill

 

548,825

 

554,731

 

Long-term prepayments

 

1,923,481

 

665,094

 

Long-term Investment

 

 

2,409,058

 

Total assets

 

$

294,652,905

 

$

351,822,591

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable (including accounts payable of the consolidated VIEs without recourse to TAL Education Group of 1,993,297 and 3,232,613 as of February 29, 2012, and November 30, 2012, respectively)

 

$

2,863,596

 

$

3,614,159

 

Deferred revenue (including deferred revenue of the consolidated VIEs without recourse to TAL Education Group of 50,395,945 and 73,057,663 as of February 29, 2012, and November 30, 2012, respectively)

 

85,594,032

 

107,314,276

 

Dividend payable

 

 

39,030,038

 

Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs without recourse to TAL Education Group of 9,546,915 and 11,692,561 as of February 29, 2012, and November 30, 2012, respectively)

 

15,284,190

 

17,447,583

 

Income tax payable (including income tax payable of the consolidated VIEs without recourse to TAL Education Group of 2,206,266 and 2,111,222 as of February 29, 2012, and November 30, 2012, respectively)

 

637,302

 

1,636,112

 

Total current liabilities

 

104,379,120

 

169,042,168

 

Deferred tax liabilities-non-current (including deferred tax liabilities-non-current of the consolidated VIEs without recourse to TAL Education Group of 45,881 and 39,535 as of February 29, 2012, and November 30, 2012, respectively)

 

156,494

 

64,375

 

Total liabilities

 

104,535,614

 

169,106,543

 

 

 

 

 

 

 

TAL Education Group Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Class A common shares

 

45,277

 

68,314

 

Class B common shares

 

109,681

 

87,806

 

Additional paid-in capital

 

119,769,989

 

84,293,335

 

Statutory reserve

 

10,502,713

 

10,502,122

 

Retained earnings

 

54,779,267

 

81,371,838

 

Accumulated other comprehensive income

 

4,910,364

 

6,392,633

 

Total TAL Education Group’s equity

 

190,117,291

 

182,716,048

 

Total liabilities and equity

 

$

294,652,905

 

$

351,822,591

 

 

9



 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME

(In U.S. dollars, except share, ADS, per share and per ADS data)

 

 

 

For the Three Months Ended
November 30,

 

For the Nine Months Ended
November 30,

 

 

 

2011

 

2012

 

2011

 

2012

 

Net revenues

 

$

40,651,679

 

$

48,904,852

 

$

125,304,116

 

$

166,283,279

 

Cost of revenues

 

23,660,238

 

26,737,436

 

67,076,381

 

84,359,651

 

Gross profit

 

16,991,441

 

22,167,416

 

58,227,735

 

81,923,628

 

Operating expenses (note 1)

 

 

 

 

 

 

 

 

 

Selling and marketing

 

6,482,474

 

6,904,319

 

17,633,020

 

20,049,555

 

General and administrative

 

9,343,453

 

12,786,196

 

25,964,093

 

36,746,145

 

Impairment loss on goodwill

 

 

 

139,660

 

 

Total operating expenses

 

15,825,927

 

19,690,515

 

43,736,773

 

56,795,700

 

Government Subsidies

 

 

592,570

 

213,270

 

630,639

 

Income from operations

 

1,165,514

 

3,069,471

 

14,704,232

 

25,758,567

 

Interest income

 

729,388

 

1,547,025

 

2,590,532

 

3,911,054

 

Other income / (expenses)

 

(177,216

)

1,823,454

 

2,731,107

 

891,706

 

Income before income tax provision

 

1,717,686

 

6,439,950

 

20,025,871

 

30,561,327

 

Provision for income tax

 

(275,839

)

(841,338

)

(3,294,395

)

(3,969,347

)

Net income

 

1,441,847

 

5,598,612

 

16,731,476

 

26,591,980

 

Total net income attributable to TAL Education Group

 

$

1,441,847

 

$

5,598,612

 

$

16,731,476

 

$

26,591,980

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.01

 

$

0.04

 

$

0.11

 

$

0.17

 

Diluted

 

0.01

 

0.04

 

0.11

 

0.17

 

Net income per ADS (note 2)

 

 

 

 

 

 

 

 

 

Basic

 

0.02

 

0.07

 

0.22

 

0.34

 

Diluted

 

$

0.02

 

$

0.07

 

$

0.21

 

$

0.34

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

(11,564

)

2,251,418

 

1,975,159

 

1,482,269

 

Comprehensive income

 

1,430,283

 

7,850,030

 

18,706,635

 

28,074,249

 

Comprehensive income attributable to TAL Education Group

 

$

1,430,283

 

$

7,850,030

 

$

18,706,635

 

$

28,074,249

 

Weighted average shares used in calculating net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

154,958,044

 

155,747,816

 

153,683,266

 

155,363,214

 

Diluted

 

155,873,150

 

156,115,200

 

155,722,906

 

156,316,199

 

 

Note1: Share-based compensation expenses are included in the operating costs and expenses as follows:

 

 

 

For the Three Months

 

For the Nine Months

 

 

 

Ended November 30

 

Ended November 30

 

 

 

2011

 

2012

 

2011

 

2012

 

Cost of revenues

 

$

18,340

 

$

13,307

 

$

346,625

 

$

102,018

 

Selling and marketing

 

323,061

 

464,440

 

1,136,102

 

1,531,300

 

General and administrative

 

1,103,866

 

1,775,362

 

4,981,545

 

4,927,532

 

Total

 

$

1,445,267

 

$

2,253,109

 

$

6,464,272

 

$

6,560,850

 

 

Note 2: Each ADS represents two Class A common shares.

 

10



 

TAL EDUCATION GROUP

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

(In U.S. dollar, except share, ADS, per share and per ADS data)

 

 

 

For the Three Months Ended
November 30,

 

For the Nine Months
Ended November 30,

 

 

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$

23,660,238

 

$

26,737,436

 

$

67,076,381

 

$

84,359,651

 

Share-based compensation expense in cost of revenues

 

18,340

 

13,307

 

346,625

 

102,018

 

Non-GAAP cost of revenues

 

23,641,898

 

26,724,129

 

66,729,756

 

84,257,633

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

6,482,474

 

6,904,319

 

17,633,020

 

20,049,555

 

Share-based compensation expense in selling and marketing expenses

 

323,061

 

464,440

 

1,136,102

 

1,531,300

 

Non-GAAP selling and marketing expenses

 

6,159,413

 

6,439,879

 

16,496,918

 

18,518,255

 

General and administrative expenses

 

9,343,453

 

12,786,196

 

25,964,093

 

36,746,145

 

Share-based compensation expense in general and administrative expenses

 

1,103,866

 

1,775,362

 

4,981,545

 

4,927,532

 

Non-GAAP general and administrative expenses

 

8,239,587

 

11,010,834

 

20,982,548

 

31,818,613

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses

 

39,486,165

 

46,427,951

 

110,813,154

 

141,155,351

 

Share-based compensation expense in operating costs and expenses

 

1,445,267

 

2,253,109

 

6,464,272

 

6,560,850

 

Non-GAAP operating costs and expenses

 

38,040,898

 

44,174,842

 

104,348,882

 

134,594,501

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

1,165,514

 

3,069,471

 

14,704,232

 

25,758,567

 

Share based compensation expenses

 

1,445,267

 

2,253,109

 

6,464,272

 

6,560,850

 

Non-GAAP income from operations

 

2,610,781

 

5,322,580

 

21,168,504

 

32,319,417

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to TAL Education Group

 

1,441,847

 

5,598,612

 

16,731,476

 

26,591,980

 

Share based compensation expenses

 

1,445,267

 

2,253,109

 

6,464,272

 

6,560,850

 

Non-GAAP net income attributable to TAL Education Group

 

$

2,887,114

 

$

7,851,721

 

$

23,195,748

 

$

33,152,830

 

 

 

 

 

 

 

 

 

 

 

Net income per ADS

 

 

 

 

 

 

 

 

 

Basic

 

$

0.02

 

$

0.07

 

$

0.22

 

$

0.34

 

Diluted

 

0.02

 

0.07

 

0.21

 

0.34

 

Non-GAAP Net income per ADS (note 3)

 

 

 

 

 

 

 

 

 

Basic

 

0.04

 

0.10

 

0.30

 

0.43

 

Diluted

 

$

0.04

 

$

0.10

 

$

0.30

 

$

0.42

 

 

 

 

 

 

 

 

 

 

 

ADSs used in calculating net income per ADS

 

 

 

 

 

 

 

 

 

Basic

 

77,479,022

 

77,873,908

 

76,841,633

 

77,681,607

 

Diluted

 

77,936,575

 

78,057,600

 

77,861,453

 

78,158,100

 

 

Note 3: The Non-GAAP adjusted net income per ADS is computed using Non-GAAP adjusted net income and the same number of ADSs used in GAAP basic and diluted EPS calculation.

 

11