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 April 2014
Commission File Number: 001-34900
TAL EDUCATION GROUP
12/F, Danling SOHO
No. 6 Danling Street, Haidian District
Beijing 100080
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F 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.
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TAL Education Group | ||
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By: |
/s/ Joseph Kauffman | |
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Name: |
Joseph Kauffman |
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Title: |
Chief Financial Officer |
Date: April 23, 2014
Exhibit 99.1
TAL Education Group Announces Unaudited Financial Results for the
Fourth Fiscal Quarter and Fiscal Year Ended February 28, 2014
· Quarterly Net Revenues up by 45.9% Year-Over-Year
· Quarterly Income from Operations up by 154.2% Year-Over-Year
· Quarterly Net Income Attributable to TAL up by 144.0% Year-Over-Year
· Fiscal Year Net Revenues Increased by 38.9%
· Fiscal Year Income from Operations Increased by 82.7%
· Fiscal Year Net Income Attributable to TAL Increased by 81.2%
(BeijingApril 22, 2014)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 fourth quarter and fiscal year ended February 28, 2014.
Highlights for the Fourth Quarter of Fiscal Year 2014
· Net revenues increased by 45.9% year-over-year to US$87.0 million from US$59.6 million in the same period of the prior year.
· Income from operations increased by 154.2% to US$14.4 million, from US$5.7 million in the fourth quarter of fiscal year 2013.
· Net income attributable to TAL increased by 144.0% year-over-year to US$16.7 million from US$6.8 million in the same period of the prior year.
· Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 125.1% year-over-year to US$19.3 million from US$8.6 million in the same period of the prior year.
· Basic and diluted net income per American Depositary Share (ADS) were both US$0.21. Non-GAAP basic and diluted net income per ADS, which excluded share-based compensation expenses, were US$0.25 and US$0.24, respectively. Each ADS represents two Class A common shares.
· Cash, cash equivalents and term deposits totaled US$269.9 million as of February 28, 2014, compared to US$209.2 million as of February 28, 2013.
· Total student enrollments increased by 38.8% year-over-year to approximately 348,000.
· Total physical network consisted of 274 learning centers as of February 28, 2014, increased from 265 as of November 30, 2013.
Highlights for the Fiscal Year Ended February 28, 2014
· Net revenues increased by 38.9% year-over-year to US$313.9 million from US$225.9 million in fiscal year 2013.
· Income from operations increased by 82.7% to US$57.4 million, from US$31.4 million in fiscal year 2013.
· Net income attributable to TAL increased by 81.2% year-over-year to US$60.6 million from US$33.4 million in fiscal year 2013.
· Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 65.3% year-over-year to US$69.0 million from US$41.7 million in fiscal year 2013.
· Basic and diluted net income per ADS were US$0.77 and US$0.76, respectively. Non-GAAP basic and diluted net income per ADS, excluding share-based compensation expenses, were US$0.88 and US$0.86, respectively.
· Total student enrollments in fiscal year 2014 increased by 31.6% year-over-year to approximately 1,073,950.
· Total physical network increased to 274 learning centers as of February 28, 2014 from 255 learning centers as of February 28, 2013.
Financial and Operating DataFourth Quarter and Fiscal Year 2014
(In US$ thousands, except per ADS data, student enrollments and percentages)
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Three Months Ended |
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February 28, |
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2013 |
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2014 |
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Pct. Change |
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Net revenues |
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59,648 |
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86,999 |
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45.9 |
% |
Net income attributable to TAL |
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6,848 |
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16,710 |
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144.0 |
% |
Non-GAAP net income attributable to TAL |
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8,571 |
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19,289 |
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125.1 |
% |
Operating income |
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5,663 |
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14,396 |
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154.2 |
% |
Non-GAAP operating income |
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7,386 |
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16,976 |
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129.8 |
% |
Net income per ADS attributable to TAL basic |
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0.09 |
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0.21 |
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142.2 |
% |
Net income per ADS attributable to TAL diluted |
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0.09 |
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0.21 |
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136.5 |
% |
Non-GAAP net income per ADS attributable to TAL basic |
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0.11 |
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0.25 |
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123.4 |
% |
Non-GAAP net income per ADS attributable to TAL diluted |
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0.11 |
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0.24 |
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118.2 |
% |
Total student enrollments in small class, one-on-one, and online courses |
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250,700 |
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348,000 |
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38.8 |
% |
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Fiscal Year Ended |
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February 28, |
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2013 |
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2014 |
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Pct. Change |
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Net revenues |
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225,931 |
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313,895 |
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38.9 |
% |
Net income attributable to TAL |
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33,440 |
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60,606 |
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81.2 |
% |
Non-GAAP net income attributable to TAL |
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41,724 |
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68,951 |
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65.3 |
% |
Operating income |
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31,421 |
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57,396 |
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82.7 |
% |
Non-GAAP operating income |
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39,705 |
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65,741 |
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65.6 |
% |
Net income per ADS attributable to TAL basic |
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0.43 |
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0.77 |
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79.9 |
% |
Net income per ADS attributable to TAL diluted |
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0.43 |
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0.76 |
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78.0 |
% |
Non-GAAP net income per ADS attributable to TAL basic |
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0.54 |
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0.88 |
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64.1 |
% |
Non-GAAP net income per ADS attributable to TAL diluted |
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0.53 |
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0.86 |
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62.3 |
% |
Total student enrollments in small class, one-on-one, and online courses |
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816,110 |
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1,073,950 |
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31.6 |
% |
Fiscal 2014 has been a year of enormous progress in all directions for TAL. We significantly expanded our footprint in the 16 cities in which we operate, adding over the course of the year a net 19 learning centers and expanding capacity by nearly 600 small-class classrooms to address robust demand for our tutoring services. As a result, our total enrollments experienced a year-on-year growth of 31.6%, driving our business to pass the one million annual enrollments milestone. Our small class offering, comprised of Xueersi Peiyou and the ages 3 to 8 Mobby young learners business, was again the main driver of our growth, said TALs Chairman and Chief Executive Officer, Mr. Bangxin Zhang.
The health of our core business afforded more management time and resources for future growth opportunities at the crossroads of where technology meets education, particularly for new online and mobile product offerings. This enabled us to maintain our strength in online through a mix of in-house development, acquisitions and strategic investments. For fiscal 2015, our key priority is to continue to manage this balance between current and future growth while maintaining our edge in deployment of technology, internet and mobile in the K-12 learning experience, Mr. Zhang continued.
Mr. Joseph Kauffman, Chief Financial Officer, explained, As expected, our topline grew rapidly in this quarter, coming in at the high end of our guidance. As guided on previous calls, given the timing of Chinese New Year in this fiscal year, the spring term began in February 2014, which gave a boost to fourth quarter revenue we did not enjoy the prior year. Even after removing this every-other-year windfall, our topline growth in the fourth quarter would have
still been very healthy at approximately 38% year-over-year. While driving strong current revenues, we also began to invest in future capacity ahead of the summer term of fiscal year 2015, and added more than 190 classrooms of incremental capacity in the quarter, including eight new small class learning centers. We also added one net new learning center for our Zhikang one-on-one business.
Financial highlights for the year were 38.9% revenue growth, with gross profit margins of 51.7%, and GAAP net income growth of 81.2% to a record high US$60.6 million. Since our founding, we have enjoyed a light asset business model with strong free cash flow. In fiscal 2014, we delivered operating cash flow of over US$100 million, representing approximately 54% growth versus the previous year. Capital expenditure for the year was approximately US$10.9 million, representing a mere 3.5% of revenues.
Overall, our solid business fundamentals and cash balance of US$270 million form an excellent basis for our plans for fiscal 2015 to advance our tutoring services with innovative technology both in the classroom and online, and invest in teachers and staff, curriculum and operational efficiencies to support our sustainable long-term development and competitive strength, Mr. Kauffman added.
Financial Results for the Fourth Quarter of Fiscal Year 2014
Net Revenues
In the fourth quarter of fiscal year 2014, TAL reported net revenues of US$87.0 million, representing a 45.9% increase from US$59.6 million in the fourth quarter of fiscal year 2013. The increase was mainly driven by total student enrollments increase, combined with increased average selling prices (ASPs). Total student enrollments increased by 38.8% to approximately 348,000 from approximately 250,700 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. ASP increased by 5.1% from US$238 in the fourth quarter of fiscal year 2013 to US$250 in the same quarter of fiscal year 2014. The growth in ASP was mainly driven by the hourly rate increases of the small class course offerings and the foreign exchange rate fluctuation.
Operating Costs and Expenses
Operating costs and expenses were US$72.8 million, a 34.8% increase from US$54.0 million in the fourth quarter of fiscal year 2013. Non-GAAP operating costs and expenses, which excluded share-based compensation expenses, were US$70.2 million, a 34.3% increase from US$52.3 million in the fourth quarter of fiscal year 2013.
Cost of revenues increased by 29.9% to US$40.8 million, from US$31.4 million in the fourth quarter of fiscal year 2013. The increase in cost of revenues was mainly due to an increase in teacher compensation, rental costs and other staff costs associated primarily with an expansion of learning center capacity as well as increases in wages and teacher fees versus the year-ago period. Non-GAAP cost of revenues, which excluded share-based compensation expenses, increased by 29.8% to US$40.8 million, from US$31.4 million in the fourth quarter
of fiscal year 2013.
Selling and marketing expenses increased by 33.6% to US$10.2 million, from US$7.6 million in the fourth quarter of fiscal year 2013. Non-GAAP selling and marketing expenses, which excluded share-based compensation expenses, increased by 34.9% to US$9.9 million, from US$7.3 million in the fourth quarter of fiscal year 2013. The increase of selling and marketing expenses in the fourth quarter of fiscal year 2014 was primarily a result of an increase in compensation to sales and marketing staff to support a greater number of programs and service offerings versus the year-ago period.
General and administrative expenses increased by 51.9% to US$21.8 million, from US$14.4 million in the fourth quarter of fiscal year 2013. The increase in general and administrative expenses was mainly due to an increase in compensation to our general and administrative personnel in recognition of outperformance against budget and to support a greater number of programs and service offerings. Non-GAAP general and administrative expenses, which excluded share-based compensation expenses, increased by 51.1% to US$19.6 million, from US$12.9 million in the fourth quarter of fiscal year 2013.
Total share-based compensation expenses allocated to the related operating costs and expenses increased by 49.7% to US$2.6 million in the fourth quarter of fiscal year 2014, from US$1.7 million in the same period of fiscal year 2013.
Gross Profit
Gross profit increased by 63.6% to US$46.2 million, from US$28.3 million in the fourth quarter of fiscal year 2013.
Income from Operations
Income from operations increased by 154.2% to US$14.4 million, from US$5.7 million in the fourth quarter of fiscal year 2013. Non-GAAP income from operations, which excluded share-based compensation expenses, increased by 129.8% to US$17.0 million, from US$7.4 million in the fourth quarter of fiscal year 2013.
Other Income /(Expense)
Other expense was US$0.4 million for the fourth quarter of fiscal year 2014, compared to other expense of US$0.1 million in the fourth quarter of fiscal year 2013. Other expense in this quarter mainly represented the companys donation to a university foundation.
Income Tax Expense
Income tax expense was US$0.1 million in the fourth quarter of fiscal year 2014, as compared to US$0.1 million in the fourth quarter of fiscal year 2013.
Net Income Attributable to TAL Education Group
Net income attributable to TAL increased by 144.0% to US$16.7 million, from US$6.8 million in the fourth quarter of fiscal year 2013. Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 125.1% to US$19.3 million, from US$8.6 million in the fourth quarter of fiscal year 2013.
Basic and Diluted Net Income per ADS
Basic and diluted net income per ADS were both US$0.21 in the fourth quarter of fiscal year
2014. Non-GAAP basic and Non-GAAP diluted net income per ADS, which excluded share-based compensation expenses, were US$0.25 and US$0.24, respectively.
Financial Results for the Fiscal Year Ended February 28, 2014
Net Revenues
For the fiscal year 2014, TAL reported net revenues of US$313.9 million, representing a 38.9% increase from US$225.9 million in fiscal year 2013. The increase was mainly driven by total student enrollments increase combined with increased average selling prices (ASPs). Total student enrollments increased by 31.6% to approximately 1,073,950 from approximately 816,110 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. ASP increased by 5.6% from US$277 in fiscal year 2013 to US$292 in fiscal year 2014. The growth in ASP was mainly driven by the hourly rate increases of the small class course offerings and the foreign exchange rate fluctuation.
Operating Costs and Expenses
Operating costs and expenses were US$257.6 million, a 32.0% increase from US$195.1 million in fiscal year 2013. Non-GAAP operating costs and expenses, which excluded share-based compensation expenses, were US$249.3 million, a 33.4% increase from US$186.9 million in fiscal year 2013.
Cost of revenues increased by 30.9% to US$151.5 million, from US$115.7 million in fiscal year 2013. The increase in cost of revenues was mainly due to an increase in teacher compensation, rental costs and other staff costs associated primarily with an expansion of learning center capacity. Non-GAAP cost of revenues, which excluded share-based compensation expenses, increased by 31.0% to US$151.5 million, from US$115.6 million in fiscal year 2013.
Selling and marketing expenses increased by 29.2% to US$35.8 million, from US$27.7 million in fiscal year 2013. Non-GAAP selling and marketing expenses, which excluded share-based compensation expenses, increased by 33.8% to US$34.6 million, from US$25.9 million in fiscal year 2013. The increase of selling and marketing expenses in fiscal year 2014 was primarily a result of an increase of sales and marketing staff and related compensation to support an expanded number of cities in which the Company had learning center operations and a greater number of programs and service offerings.
General and administrative expenses increased by 37.5% to US$70.3 million, from US$51.1 million in fiscal year 2013. The increase in general and administrative expenses was mainly due to an increase in compensation for our general and administrative personnel, the depreciation of office space purchased in Beijing, and an increase in professional services fees. Non-GAAP general and administrative expenses, which excluded share-based compensation expenses, increased by 41.1% to US$63.2 million, from US$44.8 million in fiscal year 2013.
Total share-based compensation expenses allocated to the related operating costs and expenses increased by 0.7% to US$8.3 million in fiscal year 2014, from US$8.3 million in fiscal year 2013.
Gross Profit
Gross profit increased by 47.3% to US$162.4 million, from US$110.2 million in fiscal year 2013.
Income from Operations
Income from operations increased by 82.7% to US$57.4 million, from US$31.4 million in fiscal year 2013. Non-GAAP income from operations, which excluded share-based compensation expenses, increased by 65.6% to US$65.7 million, from US$39.7 million in fiscal year 2013.
Other Income /(Expense)
Other income was US$0.1 million, net of US$1.3 million other expense and US$1.4 million other income, for the fiscal year 2014, compared to other income of US$0.8 million for the fiscal year 2013. The other expense for the fiscal year 2014 was mainly due to the Companys donations to victims of the Yaan earthquake, the TAL Charitable Foundation and a university foundation. The income for the fiscal year 2014 was primarily driven by exchange gains. As the company holds the vast majority of its cash balance in RMB and reports in US Dollars, it benefits from exchange gains in times of relative strength of the RMB and incurs exchange losses in times of relative strength of the US Dollar.
Income Tax Expense
Income tax expense was US$6.7 million in fiscal year 2014, as compared to US$4.1 million in fiscal year 2013.
Net Income Attributable to TAL Education Group
Net income attributable to TAL increased by 81.2% to US$60.6 million, from US$33.4 million in fiscal year 2013. Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 65.3% to US$69.0 million, from US$41.7 million in fiscal year 2013.
Basic and Diluted Net Income per ADS
Basic and diluted net income per ADS were US$0.77 and US$0.76, respectively, in fiscal year 2014. Non-GAAP basic and Non-GAAP diluted net income per ADS, which excluded share-based compensation expenses, were US$0.88 and US$0.86, respectively.
Capital Expenditures
Capital expenditures for the fiscal year 2014 were US$10.9 million, representing an increase of US$4.0 million from US$6.9 million in fiscal year 2013. The increase was mainly due to leasehold improvements and the purchase of servers, computers, software systems and other hardware to support the Companys operations.
Cash, Cash Equivalents, and Term Deposits
As of February 28, 2014, the Company had US$269.9 million of cash and cash equivalents and nil of term deposits, as compared to US$185.1 million of cash and cash equivalents and US$24.1 million of term deposits as of February 28, 2013. Net cash provided by operating activities for the fiscal year 2014 was approximately US$100.5 million, representing a year-over-year increase of approximately 53.6%.
Deferred Revenue
As of February 28, 2014, the Companys deferred revenue balance was US$132.4 million, as compared to US$102.5 million as of February 28, 2013, representing an increase of 29.2%.
Business Outlook
Based on the Companys current estimates, total net revenues for the first quarter of fiscal year 2015 are expected to be between US$85.9 million and US$88.4 million, representing an increase of 40% to 44% on a year-over-year basis, assuming no material change in exchange rates.
These estimates reflect the Companys 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 fourth fiscal quarter and fiscal year 2014 ended February 28, 2014 at 8:00 a.m. Eastern Time on April 22, 2014 (8:00 p.m. Beijing time on April 22, 2014).
The dial-in details for the live conference call are as follows:
· U.S. toll free: |
+1-866-519-4004 |
· Hong Kong toll free: |
800-930-346 |
· China toll free: |
400-620-8038 |
· International toll: |
+65-6723-9381 |
Conference ID: |
23492298 |
A live and archived webcast of the conference call will be available on the Investor Relations section of TALs website at en.100tal.com.
A telephone replay of the conference call will be available through 11:59 p.m. U.S. Eastern time, April 30, 2014 (11:59 a.m. Beijing time, May 1, 2014).
The dial-in details for the replay are as follows:
· U.S. toll free: |
+1-855-452-5696 |
· Hong Kong toll free: |
800-963-117 |
· China toll free: |
400-632-2162 |
· International toll: |
+61-2-8199-0299 |
Conference ID: |
23492298 |
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 first quarter of fiscal year 2015, quotations from management in this announcement, as well as TAL Education Groups 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 Companys 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 Companys 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 is a leading K-12 after-school tutoring services provider in China. The acronym TAL stands for Tomorrow Advancing Life, which reflects our vision to promote top learning opportunities for Chinese students through both high-quality teaching and content, as well as leading edge application of technology in the education experience. TAL Education Group offers comprehensive tutoring services to students from pre-school to the twelfth grade through three flexible class formats: small classes, personalized premium services, and online courses. Our tutoring services cover the core academic subjects in Chinas school curriculum including mathematics, English, Chinese, physics, chemistry, and biology. The Companys learning center network includes 274 physical learning centers as of February 28, 2014, located in 16 key cities in China: Beijing, Shanghai, Guangzhou, Shenzhen, Tianjin, Wuhan, Xi`an, Chengdu, Nanjing, Hangzhou, Taiyuan, Zhengzhou, Chongqing, Suzhou, Shenyang and Jinan. We also operate www.eduu.com, a leading online education platform in China. Our 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 managements internal comparisons to TALs 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 Companys 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@100tal.com
Caroline Straathof
IR Inside
Tel: +31 6 5462 4301
Email: info@irinside.com
TAL EDUCATION GROUP
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars)
|
|
As of |
|
As of |
| ||
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current assets |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
185,080,673 |
|
$ |
269,930,571 |
|
Term deposits |
|
24,110,716 |
|
|
| ||
Restricted cash-current |
|
2,270,269 |
|
325,688 |
| ||
Available-for-sale securities |
|
399,955 |
|
|
| ||
Inventory |
|
410,167 |
|
181,759 |
| ||
Deferred tax assets-current |
|
2,260,446 |
|
3,281,063 |
| ||
Income tax receivable |
|
|
|
9,824,333 |
| ||
Prepaid expenses and other current assets |
|
11,906,317 |
|
16,833,208 |
| ||
Total current assets |
|
226,438,543 |
|
300,376,622 |
| ||
Restricted cash-non-current |
|
|
|
2,546,878 |
| ||
Property and equipment, net |
|
76,115,088 |
|
78,625,191 |
| ||
Deferred tax assets-non-current |
|
538,464 |
|
555,528 |
| ||
Rental deposit |
|
5,179,073 |
|
7,322,438 |
| ||
Intangible assets, net |
|
1,724,444 |
|
2,535,593 |
| ||
Goodwill |
|
555,194 |
|
7,509,824 |
| ||
Long-term prepayments |
|
|
|
989,454 |
| ||
Long-term investments |
|
5,491,073 |
|
27,137,239 |
| ||
Total assets |
|
$ |
316,041,879 |
|
$ |
427,598,767 |
|
|
|
|
|
|
| ||
LIABILITIES AND EQUITY |
|
|
|
|
| ||
|
|
|
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|
| ||
Current liabilities |
|
|
|
|
| ||
Accounts payable (including accounts payable of the consolidated VIEs without recourse to TAL Education Group of 1,739,337 and 2,004,659 as of February 28, 2013, and February 28, 2014, respectively) |
|
$ |
2,009,473 |
|
$ |
2,349,365 |
|
Deferred revenue (including deferred revenue of the consolidated VIEs without recourse to TAL Education Group of 67,743,448 and 102,488,333 as of February 28, 2013, and February 28, 2014, respectively) |
|
102,513,876 |
|
132,401,062 |
| ||
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs without recourse to TAL Education Group of 11,269,507 and 18,920,194 as of February 28, 2013, and February 28, 2014, respectively) |
|
17,196,001 |
|
27,423,992 |
| ||
Income tax payable (including income tax payable of the consolidated VIEs without recourse to TAL Education Group of 2,165,785 and 3,661,860 as of February 28, 2013, and February 28, 2014, respectively) |
|
2,778,305 |
|
4,519,807 |
| ||
Deferred tax liabilities-current (including deferred tax liabilities-current of the consolidated VIEs without recourse to TAL Education Group of nil and nil as of February 28, 2013, and February 28, 2014, respectively) |
|
|
|
62,100 |
| ||
Total current liabilities |
|
124,497,655 |
|
166,756,326 |
| ||
Deferred tax liabilities-non-current (including deferred tax liabilities-non-current of the consolidated VIEs without recourse to TAL Education Group of 36,845 and 32,344 as of February 28, 2013, and February 28, 2014, respectively) |
|
98,945 |
|
32,344 |
| ||
Long-term payable (including long-term payable of the consolidated VIEs without recourse to TAL Education Group of nil and 813,696 as of February 28, 2013, and February 28, 2014, respectively) |
|
|
|
813,696 |
| ||
Total liabilities |
|
124,596,600 |
|
167,602,366 |
| ||
|
|
|
|
|
| ||
TAL Education Group Shareholders Equity |
|
|
|
|
| ||
|
|
|
|
|
| ||
Class A common shares |
|
68,314 |
|
78,204 |
| ||
Class B common shares |
|
87,806 |
|
79,531 |
| ||
Additional paid-in capital |
|
86,016,387 |
|
92,664,436 |
| ||
Statutory reserve |
|
12,291,341 |
|
15,015,824 |
| ||
Retained earnings |
|
86,430,705 |
|
144,311,994 |
| ||
Accumulated other comprehensive income |
|
6,550,726 |
|
7,846,412 |
| ||
Total TAL Education Groups equity |
|
191,445,279 |
|
259,996,401 |
| ||
Total liabilities and equity |
|
$ |
316,041,879 |
|
$ |
427,598,767 |
|
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 |
|
For the Fiscal Year Ended |
| ||||||||
|
|
2013 |
|
2014 |
|
2013 |
|
2014 |
| ||||
Net revenues |
|
$ |
59,647,816 |
|
$ |
86,998,753 |
|
$ |
225,931,095 |
|
$ |
313,895,205 |
|
Cost of revenues |
|
31,388,999 |
|
40,767,443 |
|
115,748,650 |
|
151,543,116 |
| ||||
Gross profit |
|
28,258,817 |
|
46,231,310 |
|
110,182,445 |
|
162,352,089 |
| ||||
Operating expenses (note 1) |
|
|
|
|
|
|
|
|
| ||||
Selling and marketing |
|
7,624,043 |
|
10,183,556 |
|
27,673,598 |
|
35,761,166 |
| ||||
General and administrative |
|
14,379,389 |
|
21,842,195 |
|
51,125,534 |
|
70,299,742 |
| ||||
Impairment loss on operating assets |
|
594,162 |
|
|
|
594,162 |
|
|
| ||||
Total operating expenses |
|
22,597,594 |
|
32,025,751 |
|
79,393,294 |
|
106,060,908 |
| ||||
Government Subsidies |
|
1,630 |
|
190,397 |
|
632,269 |
|
1,104,750 |
| ||||
Income from operations |
|
5,662,853 |
|
14,395,956 |
|
31,421,420 |
|
57,395,931 |
| ||||
Interest income |
|
1,432,391 |
|
2,799,092 |
|
5,343,445 |
|
9,438,263 |
| ||||
Other (expenses)/ income |
|
(115,413 |
) |
(364,881 |
) |
776,293 |
|
101,254 |
| ||||
Gain on short-term investment |
|
|
|
|
|
|
|
297,120 |
| ||||
Gain on sales of available-for-sale securities |
|
|
|
|
|
|
|
52,958 |
| ||||
Income before income tax provision |
|
6,979,831 |
|
16,830,167 |
|
37,541,158 |
|
67,285,526 |
| ||||
Provision for income tax |
|
(131,745 |
) |
(120,557 |
) |
(4,101,092 |
) |
(6,679,754 |
) | ||||
Net income |
|
6,848,086 |
|
16,709,610 |
|
33,440,066 |
|
60,605,772 |
| ||||
Total net income attributable to TAL Education Group |
|
$ |
6,848,086 |
|
$ |
16,709,610 |
|
$ |
33,440,066 |
|
$ |
60,605,772 |
|
Net income per common share |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.04 |
|
$ |
0.11 |
|
$ |
0.21 |
|
$ |
0.39 |
|
Diluted |
|
0.04 |
|
0.10 |
|
0.21 |
|
0.38 |
| ||||
Net income per ADS (note 2) |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.09 |
|
$ |
0.21 |
|
$ |
0.43 |
|
$ |
0.77 |
|
Diluted |
|
0.09 |
|
0.21 |
|
0.43 |
|
0.76 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other comprehensive income/(loss), net of tax |
|
158,093 |
|
(1,799,139 |
) |
1,640,362 |
|
1,295,686 |
| ||||
Comprehensive income |
|
7,006,179 |
|
14,910,471 |
|
35,080,428 |
|
61,901,458 |
| ||||
Comprehensive income attributable to TAL Education Group |
|
$ |
7,006,179 |
|
$ |
14,910,471 |
|
$ |
35,080,428 |
|
$ |
61,901,458 |
|
Weighted average shares used in calculating net income per common share |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
156,120,150 |
|
157,289,447 |
|
155,607,458 |
|
156,726,994 |
| ||||
Diluted |
|
156,525,098 |
|
161,468,899 |
|
156,631,090 |
|
159,444,928 |
|
Note1: Share-based compensation expenses are included in the operating costs and expenses as follows:
|
|
For the Three Months |
|
For the Fiscal Year |
| ||||||||
|
|
Ended February 28 |
|
Ended February 28 |
| ||||||||
|
|
2013 |
|
2014 |
|
2013 |
|
2014 |
| ||||
Cost of revenues |
|
$ |
3,738 |
|
$ |
14,592 |
|
$ |
105,756 |
|
$ |
47,894 |
|
Selling and marketing |
|
283,448 |
|
284,470 |
|
1,814,748 |
|
1,161,593 |
| ||||
General and administrative |
|
1,435,864 |
|
2,280,770 |
|
6,363,396 |
|
7,135,803 |
| ||||
Total |
|
$ |
1,723,050 |
|
$ |
2,579,832 |
|
$ |
8,283,900 |
|
$ |
8,345,290 |
|
Note 2: Each ADS represents two Class A common shares.
TAL EDUCATION GROUP
Reconciliation of Non-GAAP Measures to the Most Comparable GAAP Measures
(In U.S. dollars, except share, ADS, per share and per ADS data)
|
|
For the Three Months Ended |
|
For the Fiscal Year |
| ||||||||
|
|
2013 |
|
2014 |
|
2013 |
|
2014 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cost of revenues |
|
$ |
31,388,999 |
|
$ |
40,767,443 |
|
$ |
115,748,650 |
|
$ |
151,543,116 |
|
Share-based compensation expense in cost of revenues |
|
3,738 |
|
14,592 |
|
105,756 |
|
47,894 |
| ||||
Non-GAAP cost of revenues |
|
31,385,261 |
|
40,752,851 |
|
115,642,894 |
|
151,495,222 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Selling and marketing expenses |
|
7,624,043 |
|
10,183,556 |
|
27,673,598 |
|
35,761,166 |
| ||||
Share-based compensation expense in selling and marketing expenses |
|
283,448 |
|
284,470 |
|
1,814,748 |
|
1,161,593 |
| ||||
Non-GAAP selling and marketing expenses |
|
7,340,595 |
|
9,899,086 |
|
25,858,850 |
|
34,599,573 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
General and administrative expenses |
|
14,379,389 |
|
21,842,195 |
|
51,125,534 |
|
70,299,742 |
| ||||
Share-based compensation expense in general and administrative expenses |
|
1,435,864 |
|
2,280,770 |
|
6,363,396 |
|
7,135,803 |
| ||||
Non-GAAP general and administrative expenses |
|
12,943,525 |
|
19,561,425 |
|
44,762,138 |
|
63,163,939 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating costs and expenses |
|
53,986,593 |
|
72,793,194 |
|
195,141,944 |
|
257,604,024 |
| ||||
Share-based compensation expense in operating costs and expenses |
|
1,723,050 |
|
2,579,832 |
|
8,283,900 |
|
8,345,290 |
| ||||
Non-GAAP operating costs and expenses |
|
52,263,543 |
|
70,213,362 |
|
186,858,044 |
|
249,258,734 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income from operations |
|
5,662,853 |
|
14,395,956 |
|
31,421,420 |
|
57,395,931 |
| ||||
Share based compensation expenses |
|
1,723,050 |
|
2,579,832 |
|
8,283,900 |
|
8,345,290 |
| ||||
Non-GAAP income from operations |
|
7,385,903 |
|
16,975,788 |
|
39,705,320 |
|
65,741,221 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income attributable to TAL Education Group |
|
6,848,086 |
|
16,709,610 |
|
33,440,066 |
|
60,605,772 |
| ||||
Share based compensation expenses |
|
1,723,050 |
|
2,579,832 |
|
8,283,900 |
|
8,345,290 |
| ||||
Non-GAAP net income attributable to TAL Education Group |
|
$ |
8,571,136 |
|
$ |
19,289,442 |
|
$ |
41,723,966 |
|
$ |
68,951,062 |
|
Net income per ADS |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.09 |
|
$ |
0.21 |
|
$ |
0.43 |
|
$ |
0.77 |
|
Diluted |
|
0.09 |
|
0.21 |
|
0.43 |
|
0.76 |
| ||||
Non-GAAP Net income per ADS (note 3) |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.11 |
|
$ |
0.25 |
|
$ |
0.54 |
|
$ |
0.88 |
|
Diluted |
|
0.11 |
|
0.24 |
|
0.53 |
|
0.86 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
ADSs used in calculating net income per ADS |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
78,060,075 |
|
78,644,724 |
|
77,803,729 |
|
78,363,497 |
| ||||
Diluted |
|
78,262,549 |
|
80,734,450 |
|
78,315,545 |
|
79,722,464 |
|
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.