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 2019
Commission File Number: 001-34900
TAL EDUCATION GROUP
12/F, Danling SOHO
No. 6 Danling Street, Haidian District
Beijing 100080
People’s 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 ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TAL Education Group | ||
| By: | /s/ Rong Luo | |
| Name: Rong Luo | ||
| Title: Chief Financial Officer | ||
| Date: April 25, 2019 | ||
Exhibit Index
Exhibit 99.1 – Press Release
Exhibit 99.1
TAL Education Group Announces Unaudited Financial Results for the Fourth Fiscal Quarter and the Fiscal Year 2019
- Quarterly Results:
Net Revenues up by 44.1% Year-Over-Year
Income from Operations up by 71.5% Year-Over-Year
Non-GAAP Income from Operations up by 72.4% Year-Over-Year
Total Student Enrollments up by 71.2% Year-Over-Year
- Fiscal Year Results:
Net Revenues up by 49.4%
Income from Operations up by 63.7%
Non-GAAP Income from Operations up by 63.8%
Average Student Enrollments up by 87.8% Year-Over-Year
(Beijing–April 25, 2019)—TAL Education Group (NYSE: TAL) (“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 the fiscal year ended February 28, 2019.
Highlights for the Fourth Quarter of Fiscal Year 2019
| - | Net revenues increased by 44.1% year-over-year to US$726.6 million from US$504.1 million in the same period of the prior year. |
| - | Income from operations increased by 71.5% to US$114.7 million from US$66.9 million in the same period of the prior year. |
| - | Non-GAAP income from operations, which excluded share-based compensation expenses, increased by 72.4% to US$137.0 million from US$79.5 million in the same period of the prior year. |
| - | Net income attributable to TAL increased by 43.2% to US$99.6 million from US$69.5 million in the same period of the prior year. |
| - | Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 48.4% to US$121.9 million from US$82.1 million in the same period of the prior year. |
| - | Basic and diluted net income per American Depositary Share (“ADS”) were both US$0.17. Non-GAAP basic and diluted net income per ADS, which excluded share-based compensation expenses, were US$0.21 and US$0.20, respectively. Three ADSs represent one Class A common share. |
| - | Cash, cash equivalents and short-term investments totaled US$1,515.6 million as of February 28, 2019, compared to US$1,498.9 million as of February 28, 2018. |
| - | Total student enrollments increased by 71.2% year-over-year to approximately 4,478,730 from approximately 2,615,760 in the same period of the prior year. |
Highlights for the Fiscal Year Ended February 28, 2019
| - | Net revenues increased by 49.4% year-over-year to US$2,563.0 million from US$1,715.0 million in fiscal year 2018. |
| - | Income from operations increased by 63.7% to US$341.6 million from US$208.6 million in fiscal year 2018. |
| - | Non-GAAP income from operations, which excluded share-based compensation expenses, increased by 63.8% to US$418.9 million from US$255.8 million in fiscal year 2018. |
| - | Net income attributable to TAL increased by 85.1% year-over-year to US$367.2 million from US$198.4 million in fiscal year 2018. |
| - | Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 81.0% year-over-year to US$444.5 million from US$245.6 million in fiscal year 2018. |
| - | Basic and diluted net income per ADS were US$0.64 and US$0.61, respectively. Non-GAAP basic and diluted net income per ADS, excluding share-based compensation expenses, were US$0.78 and US$0.74, respectively. |
| - | Average student enrollments per quarter in fiscal year 2019 increased by 87.8% year-over-year to approximately 3,498,040 from approximately 1,862,410 in fiscal year 2018. |
| - | Total physical network increased from 594 learning centers in 42 cities as of February 28, 2018 to 676 learning centers in 56 cities as of February 28, 2019. |
Financial and Operating Data——Fourth Quarter and Fiscal Year 2019
(In US$ thousands, except per ADS data, student enrollments and percentages)
| Three Months Ended | ||||||||||||
| February 28, | ||||||||||||
| 2018 | 2019 | Pct. Change | ||||||||||
| Net revenues | 504,098 | 726,561 | 44.1 | % | ||||||||
| Operating income | 66,876 | 114,706 | 71.5 | % | ||||||||
| Non-GAAP operating income | 79,475 | 136,981 | 72.4 | % | ||||||||
| Net income attributable to TAL | 69,539 | 99,612 | 43.2 | % | ||||||||
| Non-GAAP net income attributable to TAL | 82,138 | 121,887 | 48.4 | % | ||||||||
| Net income per ADS attributable to TAL – basic | 0.13 | 0.17 | 38.9 | % | ||||||||
| Net income per ADS attributable to TAL – diluted | 0.12 | 0.17 | 40.6 | % | ||||||||
| Non-GAAP net income per ADS attributable to TAL – basic | 0.15 | 0.21 | 43.8 | % | ||||||||
| Non-GAAP net income per ADS attributable to TAL – diluted | 0.14 | 0.20 | 45.7 | % | ||||||||
| Total student enrollments | 2,615,760 | 4,478,730 | 71.2 | % | ||||||||
| Fiscal Year Ended | ||||||||||||
| February 28, | ||||||||||||
| 2018 | 2019 | Pct. Change | ||||||||||
| Net revenues | 1,715,016 | 2,562,984 | 49.4 | % | ||||||||
| Operating income | 208,604 | 341,582 | 63.7 | % | ||||||||
| Non-GAAP operating income | 255,754 | 418,859 | 63.8 | % | ||||||||
| Net income attributable to TAL | 198,440 | 367,236 | 85.1 | % | ||||||||
| Non-GAAP net income attributable to TAL | 245,590 | 444,513 | 81.0 | % | ||||||||
| Net income per ADS attributable to TAL – basic | 0.38 | 0.64 | 70.5 | % | ||||||||
| Net income per ADS attributable to TAL – diluted | 0.34 | 0.61 | 77.5 | % | ||||||||
| Non-GAAP net income per ADS attributable to TAL – basic | 0.47 | 0.78 | 66.7 | % | ||||||||
| Non-GAAP net income per ADS attributable to TAL – diluted | 0.43 | 0.74 | 74.0 | % | ||||||||
| Average student enrollments per quarter | 1,862,410 | 3,498,040 | 87.8 | % | ||||||||
“We are pleased to report solid financial and operational progress in the fiscal fourth quarter as well as in fiscal year 2019. Our overall education program is proceeding as planned with healthily paced growth in online business and measured capacity expansion in our learning center and geographic network,” said Mr. Rong Luo, TAL’s Chief Financial Officer.
“Looking ahead, we will continue to invest in new education technology and develop more diversified course offerings to combine growth with improved efficiencies and better meet the demand from students in different tiers of cities. Ongoing innovations of our online and offline education programs enable us to train more students in smarter ways, in a shorter time and therefore at reduced cost, and with quality results.” Mr. Luo explained.
Financial Results for the Fourth Quarter of Fiscal Year 2019
Net Revenues
In the fourth quarter of fiscal year 2019, TAL reported net revenues of US$726.6 million, representing a 44.1% increase from US$504.1 million in the fourth quarter of fiscal year 2018. The increase was mainly driven by an increase in total student enrollments, which increased by 71.2% to approximately 4,478,730 from approximately 2,615,760 in the same period of the prior year. The increase in total student enrollments was driven primarily by promotions in small class and online courses.
Operating Costs and Expenses
In the fourth quarter of fiscal year 2019, operating costs and expenses were US$611.9 million, a 39.9% increase from US$437.4 million in the fourth quarter of fiscal year 2018. Non-GAAP operating costs and expenses, which excluded share-based compensation expenses, were US$589.6 million, a 38.8% increase from US$424.8 million in the fourth quarter of fiscal year 2018.
Cost of revenues increased by 24.1% to US$306.2 million, from US$246.7 million in the fourth quarter of fiscal year 2018. The increase in cost of revenues was mainly due to an increase in teacher compensation and rental costs. Non-GAAP cost of revenues, which excluded share-based compensation expenses, increased by 24.1% to US$306.0 million from US$246.6 million in the fourth quarter of fiscal year 2018.
Selling and marketing expenses increased by 73.8% to US$136.2 million from US$78.3 million in the fourth quarter of fiscal year 2018. Non-GAAP selling and marketing expenses, which excluded share-based compensation expenses, increased by 72.5% to US$132.9 million from US$77.0 million in the fourth quarter of fiscal year 2018. The increase in selling and marketing expenses in the fourth quarter of fiscal year 2019 was primarily a result of more marketing promotion activities to expand our customer base and brand enhancement, as well as a rise in the compensation to sales and marketing staff to support a greater number of programs and service offerings compared to the same period in the prior year.
General and administrative expenses increased by 50.9% to US$169.6 million from US$112.3 million in the fourth quarter of fiscal year 2018. The increase in general and administrative expenses was mainly due to an increase of the number of our general and administrative personnel compared to the same period in the prior year and a rise in compensation to our general and administrative personnel. Non-GAAP general and administrative expenses, which excluded share-based compensation expenses, increased by 49.0% to US$150.8 million from US$101.2 million in the fourth quarter of fiscal year 2018.
Total share-based compensation expenses allocated to the related operating costs and expenses increased by 76.8% to US$22.3 million in the fourth quarter of fiscal year 2019 from US$12.6 million in the same period of fiscal year 2018.
Gross Profit
Gross profit increased by 63.3% to US$420.4 million from US$257.4 million in the fourth quarter of fiscal year 2018.
Income from Operations
Income from operations increased by 71.5% to US$114.7 million from US$66.9 million in the fourth quarter of fiscal year 2018. Non-GAAP income from operations, which excluded share-based compensation expenses, increased by 72.4% to US$137.0 million from US$79.5 million in the fourth quarter of fiscal year 2018.
Other income
Other income was US$24.7 million in the fourth quarter of fiscal year 2019, mainly due to gains from the fair value change of an equity security with readily determinable fair value and remeasuring the fair value of the previously held equity interests during a business combination achieved in stages.
Impairment loss on long-term investments
Impairment loss on long-term investments was US$7.2 million in the fourth quarter of fiscal year 2019, compared to nil in the fourth quarter of fiscal year 2018. Impairment loss on long-term investments was mainly due to other-than-temporary declines in the value of long-term investments in several investees.
Income Tax Expense
Income tax expense was US$33.2 million in the fourth quarter of fiscal year 2019, compared to US$8.7 million in the fourth quarter of fiscal year 2018.
Net Income Attributable to TAL Education Group
Net income attributable to TAL increased by 43.2% to US$99.6 million from US$69.5 million in the fourth quarter of fiscal year 2018. Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 48.4% to US$121.9 million from US$82.1 million in the fourth quarter of fiscal year 2018.
Basic and Diluted Net Income per ADS
Basic and diluted net income per ADS were both US$0.17 in the fourth quarter of fiscal year 2019. Non-GAAP basic and Non-GAAP diluted net income per ADS, which excluded share-based compensation expenses, were US$0.21 and US$0.20, respectively.
Capital Expenditures
Capital expenditures for the fourth quarter of fiscal year 2019 were US$209.1 million, an increase of US$178.3 million from US$30.8 million in the fourth quarter of fiscal year 2018. The increase was mainly due to the purchase of land use rights, leasehold improvements and the purchase of servers, computers, software systems and other hardware for the Company’s teaching facilities and mobile network research and development activities.
Cash, Cash Equivalents and Short-Term Investments
As of February 28, 2019, the Company had US$1,247.1 million of cash and cash equivalents and US$268.4 million of short-term investments, compared to US$711.5 million of cash and cash equivalents and US$787.4 million of short-term investments as of February 28, 2018.
Deferred Revenue
As of February 28, 2019, the Company’s deferred revenue balance was US$436.1 million, compared to US$842.3 million as of February 28, 2018, representing a year-over-year decrease of 48.2% mainly due to the change of tuition fees collection schedule to meet certain regulatory requirement and the adoption of Revenue from Contracts with Customers (“Topic 606”) beginning on March 1, 2018.
Financial Results for the Fiscal Year Ended February 28, 2019
Net Revenues
For fiscal year 2019, TAL reported net revenues of US$2,563.0 million, representing a 49.4% increase from US$1,715.0 million in fiscal year 2018. The increase was mainly driven by an increase in total student enrollments. Average student enrollments per quarter increased by 87.8% to approximately 3,498,040 from approximately 1,862,410 in the prior year. The increase in total student enrollments was driven primarily by the growth of enrollments in the small class offerings and online courses.
Operating Costs and Expenses
In fiscal year 2019, operating costs and expenses were US$2,228.1 million, a 47.5% increase from US$1,511.1 million in fiscal year 2018. Non-GAAP operating costs and expenses, which excluded share-based compensation expenses, were US$2,150.8 million, a 46.9% increase from US$1,463.9 million in fiscal year 2018.
Cost of revenues increased by 32.0% to US$1,164.5 million from US$882.3 million in fiscal year 2018. The increase in cost of revenues was mainly due to an increase in teacher compensation and rental costs. Non-GAAP cost of revenues, which excluded share-based compensation expenses, increased by 32.0% to US$1,163.7 million from US$882.0 million in fiscal year 2018.
Selling and marketing expenses increased by 99.9% to US$484.0 million from US$242.1 million in fiscal year 2018. Non-GAAP selling and marketing expenses, which excluded share-based compensation expenses, increased by 99.8% to US$473.5 million from US$237.1 million in fiscal year 2018. The increase in selling and marketing expenses in fiscal year 2019 was primarily a result of more marketing promotion activities to expand our customer base and brand enhancement, as well as a rise in the compensation to sales and marketing staff to support a greater number of programs and service offerings compared to the same period in the prior year.
General and administrative expenses increased by 50.1% to US$579.7 million from US$386.3 million in fiscal year 2018. The increase in general and administrative expenses was mainly due to an increase of the number of our general and administrative personnel compared to the same period in the prior year and a rise in compensation to our general and administrative personnel. Non-GAAP general and administrative expenses, which excluded share-based compensation expenses, increased by 49.1% to US$513.6 million from US$344.5 million in fiscal year 2018.
Total share-based compensation expenses allocated to the related operating costs and expenses increased by 63.9% to US$77.3 million in fiscal year 2019 from US$47.1 million in fiscal year 2018.
Gross Profit
Gross profit increased by 68.0% to US$1,398.5 million from US$832.7 million in fiscal year 2018.
Income from Operations
Income from operations increased by 63.7% to US$341.6 million from US$208.6 million in fiscal year 2018. Non-GAAP income from operations, which excluded share-based compensation expenses, increased by 63.8% to US$418.9 million from US$255.8 million in fiscal year 2018.
Other income
Other income was US$131.7 million for fiscal year 2019, compared to other income of US$17.4 million for fiscal year 2018. Other income of fiscal year 2019 was mainly from the fair value changes of a long-term investment. The fair value changes of the long-term investment were transferred from accumulated other comprehensive income to other income as the investment was reclassified from available-for-sale investment to equity security with readily determinable fair value upon listing on the Hong Kong Exchange in November 2018.
Impairment loss on long-term investments
Impairment loss on long-term investments was US$58.1 million in fiscal year 2019, compared to US$2.2 million in fiscal year 2018. Impairment loss on long-term investments was mainly due to the other-than-temporary declines in the value of long-term investments in several investees.
Income Tax Expense
Income tax expense was US$76.5 million in fiscal year 2019, compared to US$44.7 million in fiscal year 2018.
Net Income Attributable to TAL Education Group
Net income attributable to TAL increased by 85.1% to US$367.2 million from US$198.4 million in fiscal year 2018. Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, increased by 81.0% to US$444.5 million from US$245.6 million in fiscal year 2018.
Basic and Diluted Net Income per ADS
Basic and diluted net income per ADS were US$0.64 and US$0.61, respectively, in fiscal year 2019. Non-GAAP basic and Non-GAAP diluted net income per ADS, which excluded share-based compensation expenses, were US$0.78 and US$0.74, respectively.
Capital Expenditures
Capital expenditures for fiscal year 2019 were US$353.3million, an increase of US$227.0 million from US$126.3 million in fiscal year 2018. The increase was mainly due to the purchase of land use rights, leasehold improvements and the purchase of servers, computers, software systems and other hardware for the Company’s teaching facilities and mobile network research and development activities.
Business Outlook
Based on the Company’s current estimates, total net revenues for the first quarter of fiscal year 2020 are expected to be between US$699.3 million and US$710.3 million, representing an increase of 27% to 29% on a year-over-year basis. If not taking into consideration the impact of potential change in exchange rate between Renminbi and the U.S. Dollar, the projected revenue growth rate is expected to be in the range of 33% to 35% for the first quarter of fiscal year 2020.
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 fourth fiscal quarter and the fiscal year ended February 28, 2019 at 8:00 a.m. Eastern Time on April 25, 2019 (8:00 p.m. Beijing time on April 25, 2019).
The dial-in details for the live conference call are as follows:
| - U.S. toll free: | +1-866-519-4004 |
| - Hong Kong toll free: | 800-906-601 |
| - International toll: | +65-6713-5090 |
| Conference ID: | 7357907 |
A live and archived webcast of the conference call will be available on the Investor Relations section of TAL’s website at en.100tal.com.
A telephone replay of the conference call will be available through 9:59 a.m. U.S. Eastern time, May 3, 2019 (9:59 p.m. Beijing time, May 3, 2019).
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 |
| - International toll: | +61-2-8199-0299 |
| Conference ID: | 7357907 |
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 2020, 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: the Company’s ability to continue to attract students to enroll in its courses; the Company’s ability to continue to recruit, train and retain qualified teachers; the Company’s ability to improve the content of its existing course offerings and to develop new courses; the Company’s ability to maintain and enhance its brand; the Company’s ability to maintain and continue to improve its teaching results; and the Company’s 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 U.S. 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 China’s school curriculum as well as competence oriented programs. The Company's learning center network currently covers over 50 key cities in China.
We also operate www.jzb.com, a leading online education platform in China. Our ADSs trade on the New York Stock Exchange under the symbol “TAL”.
About Non-GAAP Financial Measures
In evaluating its business, TAL considers and uses the following measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission 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 from 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:
Echo Yan
Investor Relations
TAL Education Group
Tel: +86 10 5292 6658
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 thousands of U.S. dollars)
| As of February 28, 2018 | As of February 28, 2019 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 711,519 | $ | 1,247,140 | ||||
| Restricted cash-current | 6,267 | 9,227 | ||||||
| Short-term investments | 787,391 | 268,424 | ||||||
| Inventory | 5,272 | 7,750 | ||||||
| Amounts due from related parties-current | 3,229 | 3,341 | ||||||
| Income tax receivables | 15,093 | 7,204 | ||||||
| Prepaid expenses and other current assets | 133,235 | 202,630 | ||||||
| Total current assets | 1,662,006 | 1,745,716 | ||||||
| Restricted cash-non-current | 9,911 | 7,334 | ||||||
| Amounts due from related parties-non-current | - | 1,747 | ||||||
| Property and equipment, net | 247,266 | 287,877 | ||||||
| Deferred tax assets-non-current | 17,361 | 29,179 | ||||||
| Rental deposits | 47,333 | 56,135 | ||||||
| Intangible assets, net | 43,505 | 74,776 | ||||||
| Goodwill | 291,382 | 414,228 | ||||||
| Long-term investments | 597,606 | 850,695 | ||||||
| Long-term prepayments and other non-current assets | 138,190 | 267,404 | ||||||
| Total assets | $ | 3,054,560 | $ | 3,735,091 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable (including accounts payable of the consolidated VIEs without recourse to TAL Education Group of 51,809 and 98,436 as of February 28, 2018, and February 28, 2019, respectively) | $ | 57,605 | $ | 106,493 | ||||
| Deferred revenue-current (including deferred revenue-current of the consolidated VIEs without recourse to TAL Education Group of 772,642 and 401,027 as of February 28, 2018, and February 28, 2019, respectively) | 824,276 | 433,610 | ||||||
| Amounts due to related parties-current (including amounts due to related parties-current of the consolidated VIEs without recourse to TAL Education Group of 2,875 and 18,504 as of February 28, 2018, and February 28, 2019, respectively) | 8,746 | 24,375 | ||||||
| Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs without recourse to TAL Education Group of 158,849 and 291,728 as of February 28, 2018, and February 28, 2019, respectively) | 229,122 | 365,195 | ||||||
| Income tax payable (including income tax payable of the consolidated VIEs without recourse to TAL Education Group of 12,106 and 36,670 as of February 28, 2018, and February 28, 2019, respectively) | 13,638 | 38,743 | ||||||
| Short-term debt and current portion of long-term debt (including short-term debt and current portion of long-term debt of the consolidated VIEs without recourse to TAL Education Group of nil and nil as of February 28, 2018, and February 28, 2019, respectively) | - | 210,027 | ||||||
| Bond payable, current portion (including bond payable, current portion of the consolidated VIEs without recourse to TAL Education Group of nil and nil as of February 28, 2018, and February 28, 2019, respectively) | - | 5,275 | ||||||
| Total current liabilities | 1,133,387 | 1,183,718 | ||||||
| Deferred revenue-non-current (including deferred revenue-non-current of the consolidated VIEs without recourse to TAL Education Group of 17,980 and 2,497 as of February 28, 2018, and February 28, 2019, respectively) | 17,980 | 2,497 | ||||||
| Amounts due to related parties-non-current (including amounts due to related parties-non-current of the consolidated VIEs without recourse to TAL Education Group of nil and 106 as of February 28, 2018, and February 28, 2019, respectively) | 271 | 196 | ||||||
| Deferred tax liabilities-non-current (including deferred tax liabilities-non-current of the consolidated VIEs without recourse to TAL Education Group of 19,867 and 16,951 as of February 28, 2018, and February 28, 2019, respectively) | 20,039 | 17,738 | ||||||
| Bond payable (including bond payable of the consolidated VIEs without recourse to TAL Education Group of nil and nil as of February 28, 2018, and February 28,2019, respectively) | 11,075 | - | ||||||
| Long-term payable (including long-term payable of the consolidated VIEs without recourse to TAL Education Group of 4,660 and 465 as of February 28, 2018, and February 28, 2019 respectively) | 6,344 | 465 | ||||||
| Long-term debt (including long-term debt of the consolidated VIEs without recourse to TAL Education Group of nil and nil as of February 28, 2018, and February 28, 2019, respectively) | 225,000 | - | ||||||
| Total liabilities | 1,414,096 | 1,204,614 | ||||||
| TAL Education Group Shareholders’ Equity | ||||||||
| Class A common shares | 118 | 127 | ||||||
| Class B common shares | 71 | 71 | ||||||
| Class A common shares issuable | - | 1,977 | ||||||
| Additional paid-in capital | 884,717 | 1,485,521 | ||||||
| Statutory reserve | 38,315 | 58,690 | ||||||
| Retained earnings | 565,202 | 920,314 | ||||||
| Accumulated other comprehensive income | 132,325 | 17,047 | ||||||
| Total TAL Education Group’s equity | 1,620,748 | 2,483,747 | ||||||
| Noncontrolling interest | 19,716 | 46,730 | ||||||
| Total equity | 1,640,464 | 2,530,477 | ||||||
| Total liabilities and equity | $ | 3,054,560 | $ | 3,735,091 | ||||
TAL EDUCATION GROUP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share, ADS, per share and per ADS data)
For the Three Months Ended February 28, | For the Fiscal Year Ended February 28, | |||||||||||||||
| 2018 | 2019 | 2018 | 2019 | |||||||||||||
| Net revenues | $ | 504,098 | $ | 726,561 | $ | 1,715,016 | $ | 2,562,984 | ||||||||
| Cost of revenues (note 1) | 246,680 | 306,174 | 882,316 | 1,164,454 | ||||||||||||
| Gross profit | 257,418 | 420,387 | 832,700 | 1,398,530 | ||||||||||||
| Operating expenses (note 1) | ||||||||||||||||
| Selling and marketing | 78,347 | 136,196 | 242,102 | 484,000 | ||||||||||||
| General and administrative | 112,344 | 169,553 | 386,287 | 579,672 | ||||||||||||
| Impairment loss on intangible assets and goodwill | - | - | 358 | - | ||||||||||||
| Total operating expenses | 190,691 | 305,749 | 628,747 | 1,063,672 | ||||||||||||
| Government subsidies | 149 | 68 | 4,651 | 6,724 | ||||||||||||
| Income from operations | 66,876 | 114,706 | 208,604 | 341,582 | ||||||||||||
| Interest income | 13,353 | 10,285 | 39,837 | 59,614 | ||||||||||||
| Interest expense | (3,639 | ) | (5,747 | ) | (16,640 | ) | (17,628 | ) | ||||||||
| Other income | 3,230 | 24,706 | 17,406 | 131,727 | ||||||||||||
| Impairment loss on long-term investments | - | (7,247 | ) | (2,213 | ) | (58,091 | ) | |||||||||
| Income before provision for income tax and loss from equity method investments | 79,820 | 136,703 | 246,994 | 457,204 | ||||||||||||
| Provision for income tax | (8,711 | ) | (33,236 | ) | (44,653 | ) | (76,504 | ) | ||||||||
| Loss from equity method investments | (2,640 | ) | (5,114 | ) | (7,678 | ) | (16,186 | ) | ||||||||
| Net income | $ | 68,469 | $ | 98,353 | $ | 194,663 | $ | 364,514 | ||||||||
| Add: Net loss attributable to noncontrolling interest | 1,070 | 1,259 | 3,777 | 2,722 | ||||||||||||
| Total net income attributable to TAL Education Group | $ | 69,539 | $ | 99,612 | $ | 198,440 | $ | 367,236 | ||||||||
| Net income per common share | ||||||||||||||||
| Basic | $ | 0.38 | $ | 0.52 | $ | 1.13 | $ | 1.93 | ||||||||
| Diluted | 0.35 | 0.50 | 1.03 | 1.83 | ||||||||||||
| Net income per ADS (note 2) | ||||||||||||||||
| Basic | $ | 0.13 | $ | 0.17 | $ | 0.38 | $ | 0.64 | ||||||||
| Diluted | 0.12 | 0.17 | 0.34 | 0.61 | ||||||||||||
| Weighted average shares used in calculating net income per common share | ||||||||||||||||
| Basic | 185,165,815 | 191,020,638 | 174,979,574 | 189,951,643 | ||||||||||||
| Diluted | 197,095,699 | 200,670,945 | 194,331,305 | 200,224,934 | ||||||||||||
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, | |||||||||||||||
| 2018 | 2019 | 2018 | 2019 | |||||||||||||
| Cost of revenues | $ | 112 | $ | 200 | $ | 366 | $ | 706 | ||||||||
| Selling and marketing | 1,331 | 3,331 | 5,037 | 10,454 | ||||||||||||
| General and administrative | 11,156 | 18,744 | 41,747 | 66,117 | ||||||||||||
| Total | $ | 12,599 | $ | 22,275 | $ | 47,150 | $ | 77,277 | ||||||||
Note 2: Three ADSs represent one Class A common Share.
TAL EDUCATION GROUP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF Comprehensive Income
(In thousands of U.S. dollars)
For the Three Months Ended February 28, | For the Fiscal Year Ended February 28, | |||||||||||||||
| 2018 | 2019 | 2018 | 2019 | |||||||||||||
| Net income | $ | 68,469 | $ | 98,353 | $ | 194,663 | $ | 364,514 | ||||||||
| Other comprehensive income/(loss), net of tax | 59,597 | 53,507 | 77,780 | (116,237 | ) | |||||||||||
| Comprehensive income | 128,066 | 151,860 | 272,443 | 248,277 | ||||||||||||
| Add: Comprehensive (income) / loss attributable to noncontrolling interest | (254 | ) | 694 | 2,453 | 3,681 | |||||||||||
| Comprehensive income attributable to TAL Education Group | $ | 127,812 | $ | 152,554 | $ | 274,896 | $ | 251,958 | ||||||||
TAL EDUCATION GROUP
Reconciliation of Non-GAAP Measures to the Most Comparable GAAP Measures
(In thousands of U.S. dollars, except share, ADS, per share and per ADS data)
For the Three Months Ended February 28, | For the Fiscal Year Ended February 28, | |||||||||||||||
| 2018 | 2019 | 2018 | 2019 | |||||||||||||
| Cost of revenues | $ | 246,680 | $ | 306,174 | $ | 882,316 | $ | 1,164,454 | ||||||||
| Share-based compensation expense in cost of revenues | 112 | 200 | 366 | 706 | ||||||||||||
| Non-GAAP cost of revenues | 246,568 | 305,974 | 881,950 | 1,163,748 | ||||||||||||
| Selling and marketing expenses | 78,347 | 136,196 | 242,102 | 484,000 | ||||||||||||
| Share-based compensation expense in selling and marketing expenses | 1,331 | 3,331 | 5,037 | 10,454 | ||||||||||||
| Non-GAAP selling and marketing expenses | 77,016 | 132,865 | 237,065 | 473,546 | ||||||||||||
| General and administrative expenses | 112,344 | 169,553 | 386,287 | 579,672 | ||||||||||||
| Share-based compensation expense in general and administrative expenses | 11,156 | 18,744 | 41,747 | 66,117 | ||||||||||||
| Non-GAAP general and administrative expenses | 101,188 | 150,809 | 344,540 | 513,555 | ||||||||||||
| Operating costs and expenses | 437,371 | 611,923 | 1,511,063 | 2,228,126 | ||||||||||||
| Share-based compensation expense in operating costs and expenses | 12,599 | 22,275 | 47,150 | 77,277 | ||||||||||||
| Non-GAAP operating costs and expenses | 424,772 | 589,648 | 1,463,913 | 2,150,849 | ||||||||||||
| Income from operations | 66,876 | 114,706 | 208,604 | 341,582 | ||||||||||||
| Share based compensation expenses | 12,599 | 22,275 | 47,150 | 77,277 | ||||||||||||
| Non-GAAP income from operations | 79,475 | 136,981 | 255,754 | 418,859 | ||||||||||||
| Net income attributable to TAL Education Group | 69,539 | 99,612 | 198,440 | 367,236 | ||||||||||||
| Share based compensation expenses | 12,599 | 22,275 | 47,150 | 77,277 | ||||||||||||
| Non-GAAP net income attributable to TAL Education Group | $ | 82,138 | $ | 121,887 | $ | 245,590 | $ | 444,513 | ||||||||
| Net income per ADS | ||||||||||||||||
| Basic | $ | 0.13 | $ | 0.17 | $ | 0.38 | $ | 0.64 | ||||||||
| Diluted | 0.12 | 0.17 | 0.34 | 0.61 | ||||||||||||
| Non-GAAP net income per ADS (Note 3) | ||||||||||||||||
| Basic | $ | 0.15 | $ | 0.21 | $ | 0.47 | $ | 0.78 | ||||||||
| Diluted | 0.14 | 0.20 | 0.43 | 0.74 | ||||||||||||
| ADSs used in calculating net income per ADS | ||||||||||||||||
| Basic | 555,497,445 | 573,061,914 | 524,938,722 | 569,854,929 | ||||||||||||
| Diluted | 591,287,098 | 602,012,835 | 582,993,914 | 600,674,802 | ||||||||||||
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.