FOSHAN, China, Nov. 27,
2023 /PRNewswire/ -- Bright Scholar Education
Holdings Limited ("Bright Scholar," the "Company," "we" or "our")
(NYSE: BEDU), a global premier education service company, today
announced its unaudited financial results for the fourth fiscal
quarter and fiscal year ended August 31,
2023.
FINANCIAL PERFORMANCE HIGHLIGHTS
Fourth Fiscal Quarter Ended August
31, 2023 Financial Highlights
(in comparison to the same period of the last fiscal year):
RMB in
millions
Except EPS and
%
|
Fourth Fiscal
Quarter
Ended August 31,
2023
|
Fourth Fiscal
Quarter
Ended August 31,
2022
|
YoY
%
Change
|
Revenue
|
559.8
|
402.9
|
38.9 %
|
Gross Profit
|
109.1
|
82.3
|
32.5 %
|
Gross Margin
|
19.5 %
|
20.4 %
|
(0.9 %)
|
Operating
Loss
|
(286.2)
|
(602.9)
|
52.5 %
|
Operating
Margin
|
(51.1 %)
|
(149.6 %)
|
98.5 %
|
Net Loss for the
quarter
|
(340.3)
|
(643.5)
|
47.1 %
|
|
|
|
|
Adjusted Gross Profit
(1)
|
112.8
|
86.3
|
30.7 %
|
Adjusted Operating Loss
(2)
|
(57.2)
|
(50.3)
|
(13.6 %)
|
Adjusted Net Loss
(3) for the quarter
|
(111.9)
|
(91.8)
|
(21.9 %)
|
Adjusted EBITDA
(4) for the quarter
|
(43.7)
|
(49.7)
|
12.0 %
|
|
|
|
|
Basic and Diluted Loss
per Share
|
(2.90)
|
(5.49)
|
47.2 %
|
Adjusted Basic and
Diluted Loss per Share (5) for the quarter
|
(0.98)
|
(0.84)
|
(16.7 %)
|
Basic and
Diluted Loss per ADS
|
(11.60)
|
(21.96)
|
47.2 %
|
Adjusted Basic and
Diluted Loss per ADS (6) for the quarter
|
(3.92)
|
(3.36)
|
(16.7 %)
|
Fiscal Year 2023 Ended August 31,
2023 Financial Highlights
(in comparison to the last fiscal year):
RMB in
millions
Except EPS and
%
|
Fiscal Year
2023
Ended August 31,
2023
|
Fiscal Year
2022
Ended August 31,
2022
|
YoY
%
Change
|
Revenue
|
2,123.8
|
1,714.0
|
23.9 %
|
Gross Profit
|
597.3
|
476.7
|
25.3 %
|
Gross Margin
|
28.1 %
|
27.8 %
|
0.3 %
|
Operating
Loss
|
(186.6)
|
(606.5)
|
69.2 %
|
Operating
Margin
|
(8.8 %)
|
(35.4 %)
|
26.6 %
|
Net Loss for the
year
|
(386.8)
|
(703.5)
|
45.0 %
|
|
|
|
|
Adjusted Gross Profit
(1)
|
612.2
|
494.5
|
23.8 %
|
Adjusted Operating
Income/(Loss) (2)
|
53.7
|
(40.9)
|
231.4 %
|
Adjusted Net Loss
(3) for the year
|
(149.4)
|
(141.7)
|
(5.5 %)
|
Adjusted EBITDA
(4) for the year
|
115.8
|
147.0
|
(21.2 %)
|
|
|
|
|
Basic and Diluted Loss
per Share
|
(3.33)
|
(5.98)
|
44.3 %
|
Adjusted Basic and
Diluted Loss per Share (5) for the year
|
(1.33)
|
(1.24)
|
(7.3 %)
|
Basic and
Diluted Loss per ADS
|
(13.32)
|
(23.92)
|
44.3 %
|
Adjusted Basic and
Diluted Loss per ADS (6) for the year
|
(5.32)
|
(4.96)
|
(7.3 %)
|
1. Adjusted
gross profit/(loss) is defined as gross profit/(loss) excluding
amortization of intangible assets.
|
2. Adjusted
operating income/(loss) is defined as operating income/(loss)
excluding share-based compensation expense, amortization of
intangible assets, impairment loss on operating lease right-of-use
assets, impairment loss on goodwill, impairment loss on intangible
assets, impairment loss on the long-term investment, and impairment
loss on property and equipment.
|
3. Adjusted
net income/(loss) is defined as net income/(loss) excluding
share-based compensation expense, amortization of intangible
assets, tax effect of amortization of intangible assets, impairment
loss on operating lease right-of-use assets, impairment loss on
goodwill, impairment loss on intangible assets, impairment loss on
the long-term investment and impairment loss on property and
equipment.
|
4. Adjusted
EBITDA is defined as net income/(loss) excluding interest
income/(expense), net, income tax expense/benefit; depreciation and
amortization, share-based compensation expense, impairment loss on
operating lease right-of-use assets, impairment loss on goodwill,
impairment loss on intangible assets, impairment loss on the
long-term investment, and impairment loss on property and
equipment.
|
5. Adjusted
basic and diluted earnings/(loss) per share is defined as adjusted
net income/(loss) attributable to ordinary shareholders (net
income/(loss) attributable to ordinary shareholders excluding
share-based compensation expense, amortization of intangible
assets, tax effect of amortization of intangible assets, impairment
loss on operating lease right-of-use assets, impairment loss on
goodwill, impairment loss on intangible assets, impairment loss on
the long-term investment, and impairment loss on property and
equipment) divided by the weighted average number of basic and
diluted ordinary shares.
|
6. Adjusted
basic and diluted earnings/(loss) per American depositary share
("ADS") is defined as adjusted net income/(loss) attributable to
ADS shareholders (net income/(loss) attributable to ADS
shareholders excluding share-based compensation expense,
amortization of intangible assets, tax effect of amortization of
intangible assets, impairment loss on operating lease right-of-use
assets, impairment loss on goodwill, impairment loss on intangible
assets, impairment loss on the long-term investment, and impairment
loss on property and equipment)) divided by the weighted average
number of basic and diluted ADSs. The number of shares used in
calculating basic and diluted earnings/(loss) per ADS have been
retrospectively adjusted to reflect
the ADS ratio change from
one ADS representing one Class A ordinary share to
one ADS representing four Class A ordinary shares, which
became effective on August 19, 2022.
|
|
For more information on
these adjusted financial measures, please see the section captioned
under "Non-GAAP Financial Measures" and the tables captioned
"Reconciliations of GAAP and Non-GAAP Results" set forth at
the end of this release.
|
Overseas Schools (CATS Global Schools)
CATS Global Schools included 3 Stafford House locations in UK, 4
CATS Colleges in US and UK, Cambridge School of Visual &
Performing Arts and 3 independent boarding schools in UK as of
August 31, 2023.
- For the fourth fiscal quarter, revenue amounted to RMB184.8 million, representing a 51.9% increase
compared to RMB121.6 million in the
same fiscal quarter last year, and accounted for 33.0% of the total
revenue.
- For the fiscal year, revenue amounted to RMB809.5 million, representing a 24.0% increase
compared to RMB652.8 million for the
last fiscal year, and accounted for 38.1% of the total
revenue.
Complementary Education Services
The complementary education services business comprised language
training, overseas study counselling, career counselling, study
tour and camps as well as international contest training and
others.
- For the fourth fiscal quarter, revenue amounted to RMB273.2 million, representing a 52.0% increase
compared to RMB179.7 million in the
same fiscal quarter last year, and accounted for 48.8% of the total
revenue.
- For the fiscal year, revenue amounted to RMB846.0 million, representing a 32.9% increase
compared to RMB636.6 million for the
last fiscal year, and accounted for 39.8% of the total
revenue.
Domestic Kindergartens & K-12 Operation
Services
The domestic kindergartens & K-12 operation services
business comprises of for-profit kindergartens and operation
services for students of the domestic K-12 schools including
catering and procurement services.
- For the fourth fiscal quarter, revenue amounted to RMB101.8 million, representing a 0.2% increase
compared to RMB101.6 million in the
same fiscal quarter last year, and accounted for 18.2% of the total
revenue.
- For the fiscal year, revenue amounted to RMB468.3 million, representing a 10.3% increase
compared to RMB424.6 million for the
last fiscal year, and accounted for 22.1% of the total
revenue.
MANAGEMENT COMMENTARY
"We concluded the fiscal year 2023 on a strong note, with total
revenue greatly exceeding the top end of our guidance and
bottom-line results surpassing internal expectations," said Mr.
Tim Hongru Zhou, Chair and Chief
Executive Office of Bright Scholar. "This marked a pivotal
year for our company as we undertook steps to turnaround our core
businesses and reposition ourselves for long-term success. These
steps included strengthening our management team, refreshing our
Board of Directors, establishing a cost-competitive base, and
enhancing our financial sustainability. These actions have enabled
us to refocus our vision on high-return businesses and consistently
execute our financial and strategic objectives. To pursue greater
efficiency and realign our portfolio of businesses and strategic
priorities, we implemented a multi-year strategic plan for
financial and operational improvement."
"These efforts yielded tremendous results in fiscal year 2023
and laid foundation for strengthening our balance sheet and
financial profile in the coming quarters and fiscal years," Mr.
Zhou continued. "During the fiscal fourth quarter of 2023, our
revenue grew by an impressive 38.9%, with a 32.5% increase in gross
profit. Furthermore, our operating and net losses decreased
significantly by 52.5% and 47.1% respectively. Looking at the full
fiscal year, we achieved a year-over-year revenue growth of 23.9%,
surpassing our top-end guidance. Additionally, our gross profit
grew by 25.3%, and our operating and net losses improved
substantially by 69.2% and 45.0% respectively."
"The Overseas School segment played a significant role in our
strong business performance, demonstrating continued recovery and
growth traction. In the fourth fiscal quarter, revenue increased by
51.9%, and for the full fiscal year, it grew by 24.0%. This segment
continues to be a major contributor to our improved bottom line as
our operating leverage significantly increased. The Complementary
Education Services segment also experienced strong revenue growth
in the fiscal quarter of 52.0% and for the fiscal year of 32.9%.
This growth was driven by performances across our core businesses.
However, our Domestic Kindergartens & K-12 Operation Services
segment faced challenges, with flat revenue in the fiscal quarter
and only 10.3% growth for the fiscal year. We anticipate this
segment will continue to encounter headwinds, resulting in a
downward revenue trend heading into fiscal year 2024."
"Our relentless focus on executing our turnaround strategy in
fiscal year 2023 enabled us to conclude the fiscal year strongly
and positioned ourselves for a transformational fiscal year 2024.
As we move forward, we will advance our transformation by
intensifying the restructuring of our business portfolio, to be
driven by three strategic imperatives. Firstly, we will prioritize
our most promising businesses and capitalize on large market
opportunities, particularly within the Overseas Schools segment.
Secondly, we will further enhance the performance of our portfolio
by divesting non-core education businesses in the Complementary
Education Service and Domestic Kindergartens & K-12 Operation
Services segments. And thirdly, we will continuously
streamline our global operations and right-size our cost structure
to align with these portfolio actions."
"These strategic priorities of focusing on high-growth and
high-return businesses and strengthening our balance sheet are
crucial in improving the efficiency and returns of our portfolio of
businesses. They will position us favorably to pursue scalable
expansion with higher financial predictability in fiscal years 2025
and 2026. Our goal remains maximizing value creation for our
shareholders and delivering impact for all stakeholders. The
actions we are taking will materially improve our margins and
balance sheets in fiscal years 2024, paving the way for sustained,
profitable growth in the years to come." Mr. Zhou concluded.
GUIDANCE AND QUARTERLY REPORTING FOR FISCAL YEAR 2024
Given the uncertainties around the scope, timing and impact of
portfolio actions, the management is currently not in a position to
provide a meaningful estimate of the Company's future financial
performance. For that reason, the Company has decided not to
provide a revenue guidance for fiscal year 2024.
The Company is committed to keeping our shareholders and
stakeholders well-informed of any developments. Therefore, we will
resume quarterly earnings reporting in fiscal year 2024, ensuring
transparency and providing regular updates.
UNAUDITED FINANCIAL RESULTS FOR THE FOURTH FISCAL
QUARTER ENDED AUGUST 31,
2023
Revenue
Revenue for the fourth fiscal quarter was RMB559.8 million, representing a 38.9% increase
from RMB402.9 million for the same
quarter of the last fiscal year.
Overseas Schools: Revenue contribution for the
fourth fiscal quarter was RMB184.8
million, representing a 51.9% increase from
RMB121.6 million for the same quarter
of the last fiscal year. The increase was mainly attributable to
the continuous recovery of overseas schools' operation from the
pandemic.
Complementary Education Services: Revenue contribution
for the fourth fiscal quarter was RMB273.2
million, representing a 52.0% increase from RMB179.7 million for the same quarter of the last
fiscal year. The increase was mainly attributable to the continuous
recovery of study tour and camps, international contest training
and other complementary business.
Domestic Kindergartens & K-12 Operation
Services: Revenue contribution for the fourth fiscal
quarter was RMB101.8 million,
representing a 0.2% increase from RMB101.6
million for the same quarter of the last fiscal year. The
increase was primarily driven by the short term rebound of various
service revenues.
Cost of Revenue
Cost of revenue for the fourth fiscal quarter was RMB450.7
million, as compared to RMB320.6 million for the same
quarter of the last fiscal year.
Gross Profit, Gross Margin and Adjusted Gross Profit
Gross profit for the fourth fiscal quarter was RMB109.1 million, representing a 32.5% increase
from RMB82.3 million for the same
quarter of the last fiscal year. Gross margin for the fourth
quarter was 19.5%, as compared to 20.4% for the same quarter of the
last fiscal year.
Adjusted gross profit for the fourth fiscal quarter was
RMB112.8 million, representing a
30.7% increase from RMB86.3 million
for the same quarter of the last fiscal year.
Selling, General and Administrative (SG&A)
Expenses
Total SG&A expenses for the fourth fiscal quarter were
RMB176.8 million, as compared to
RMB137.8 million for the same quarter
of the last fiscal year.
Operating Loss, Operating Margin and Adjusted Operating
Loss
Operating loss for the fourth fiscal quarter was RMB286.2 million, representing a 52.5% decrease
in loss from operating loss of RMB602.9
million for the same quarter of the last fiscal
year. Operating loss margin was 51.1% for the fourth fiscal
quarter, as compared to operating loss margin of 149.6% for the
same quarter of the last fiscal year.
Adjusted operating loss for the fourth fiscal quarter was
RMB57.2 million, as compared to
adjusted operating loss of RMB50.3
million for the same quarter of the last fiscal
year.
Net Loss and Adjusted Net Loss
Net loss for the fourth fiscal quarter was RMB340.3
million, representing a 47.1% decrease in loss from net loss of
RMB643.5 million for the same quarter
of the last fiscal year. This was attributed partly to the
recovery of our overall businesses, but mainly to the notable
improvement and commendable progress achieved in both top-line and
bottom-line performance of Overseas Schools segment.
Adjusted net loss for the fourth fiscal quarter was RMB111.9 million, as compared to adjusted net
loss of RMB91.8 million for the same
quarter of the last fiscal year.
Net Loss per ordinary share/ADS and Adjusted Net Loss per
ordinary share/ADS
Basic and diluted net loss per ordinary share attributable to
ordinary shareholders for the fourth fiscal quarter
were RMB2.90 and RMB2.90, respectively, as compared to
loss of RMB5.49 and RMB5.49, respectively, for the same quarter of
the last fiscal year.
Adjusted basic and diluted net loss per ordinary share
attributable to ordinary shareholders for the fourth fiscal quarter
were RMB0.98 and RMB0.98, respectively, as compared to
loss of RMB0.84 and RMB0.84, respectively, for the same quarter of
the last fiscal year.
Basic and diluted net loss per ADS attributable to ADS holders
for the fourth fiscal quarter were RMB11.60 and RMB11.60, respectively, as compared to loss of
RMB21.96 and RMB21.96, respectively, for the same quarter of
the last fiscal year.
Adjusted basic and diluted net loss per ADS attributable to ADS
holders for the fourth fiscal quarter were RMB3.92 and RMB3.92, respectively, as compared to loss of
RMB3.36 and RMB3.36, respectively, for the same quarter of
the last fiscal year.
Adjusted EBITDA Loss
Adjusted EBITDA loss for the fourth fiscal quarter was
RMB43.7 million, representing a 12.0%
decrease in loss from adjusted EBITDA loss of RMB49.7 million for the same quarter of
the last fiscal year. This is due to the strong recovery of
our complementary education services' operation.
UNAUDITED FINANCIAL RESULTS FOR THE FISCAL YEAR
ENDED AUGUST 31, 2023
Revenue
Revenue for the fiscal year was RMB2,123.8 million, representing a 23.9% increase
from RMB1,714.0 million for the last
fiscal year.
Overseas Schools: Revenue contribution for the
fiscal year was RMB809.5 million,
representing a 24.0% increase from RMB652.8 million for the last fiscal year. The
increase was mainly attributable to the continuous recovery of
overseas schools' operation from the pandemic.
Complementary Education Services: Revenue contribution
for the fiscal year was RMB846.0
million, representing a 32.9% increase from RMB636.6 million for the last fiscal year. The
increase was mainly attributable to the continuous recovery of
study tour and camps, international contest training and other
complementary business.
Domestic Kindergartens & K-12 Operation
Services: Revenue contribution for the fiscal year was
RMB468.3 million, representing a
10.3% increase from RMB424.6 million
for the last fiscal year. The increase was primarily driven by the
short term rebound of various service revenues.
Cost of Revenue
Cost of revenue for the fiscal year was RMB1,526.4 million,
as compared to RMB1,237.3 million for the last fiscal
year.
Gross Profit, Gross Margin and Adjusted Gross Profit
Gross profit for the fiscal year was RMB597.3 million, representing a 25.3% increase
from RMB476.7 million for
the last fiscal year. Gross margin increased to 28.1% from
27.8% for the last fiscal year.
Adjusted gross profit for the fiscal year was RMB612.2 million, representing a 23.8% increase
from RMB494.5 million for the last
fiscal year.
Selling, General and Administrative (SG&A)
Expenses
Total SG&A expenses for the fiscal year were RMB614.6 million, as compared to RMB539.9 million for the last fiscal year.
Operating Loss, Operating Margin and Adjusted Operating
Income/Loss
Operating loss for the fiscal year was RMB186.6 million, representing a 69.2% decrease
in loss from operating loss of RMB606.5
million for the last fiscal year. Operating loss
margin was 8.8% for the fiscal year, as compared to operating loss
margin of 35.4% for the last fiscal year.
Adjusted operating income for the fiscal year was RMB53.7 million, as compared to adjusted
operating loss of RMB40.9 million for
the last fiscal year.
Net Loss and Adjusted Net Loss
Net loss for the fiscal year was RMB386.8 million,
representing a 45.0% decrease in loss from net loss of RMB703.5 million for the last fiscal year. This
was attributed partly to the recovery of our overall businesses,
but mainly to the notable improvement and commendable progress
achieved in both top-line and bottom-line performance of Overseas
Schools segment.
Adjusted net loss for the fiscal year was RMB149.4 million, as compared to adjusted net
loss of RMB141.7 million for the last
fiscal year.
Net Loss per ordinary share/ADS and Adjusted Net Loss per
ordinary share/ADS
Basic and diluted net loss per ordinary share attributable to
ordinary shareholders for the fiscal year were RMB3.33
and RMB3.33, respectively, as compared to loss of RMB5.98 and RMB5.98, respectively, for the last fiscal
year.
Adjusted basic and diluted net loss per ordinary share
attributable to ordinary shareholders for the fiscal year
were RMB1.33 and RMB1.33, respectively, as compared to
loss of RMB1.24 and RMB1.24, respectively, for the last fiscal
year.
Basic and diluted net loss per ADS attributable to ADS holders
for the fiscal year were RMB13.32 and
RMB13.32, respectively, as compared
to loss of RMB23.92 and RMB23.92, respectively, for the last fiscal
year.
Adjusted basic and diluted net loss per ADS attributable to ADS
holders for the fiscal year were RMB5.32 and RMB5.32, respectively, as compared to loss of
RMB4.96 and RMB4.96, respectively, for the last fiscal
year.
Adjusted EBITDA
Adjusted EBITDA for the fiscal year was RMB115.8 million, as compared to RMB147.0 million for the last fiscal year.
Cash and Working Capital
As of August 31, 2023, the
Company's cash and cash equivalents and restricted cash were
RMB567.2 million (US$78.2 million), as compared to RMB765.4 million as of May
31, 2023.
CONVENIENCE TRANSLATION
The Company's reporting currency is Renminbi ("RMB"). However,
periodic reports made to shareholders will include current period
amounts translated into U.S. dollars using the
prevailing exchange rates at the balance sheet date, for the
convenience of readers. Translations of balances in the
condensed consolidated balance sheets, and the related
condensed consolidated statements of operations, and cash
flows from RMB into U.S. dollars as of and for the quarter and
fiscal year ended August 31, 2023 are
solely for the convenience of the readers and were calculated at
the rate of US$1.00=RMB7.2582, representing the noon buying rate set
forth in the H.10 statistical release of the U.S. Federal Reserve
Board on August 31, 2023. No
representation is made that the RMB amounts could have been, or
could be, converted, realized or settled into US$ at that rate on
August 31, 2023 or at any other
rate.
NON-GAAP FINANCIAL MEASURES
In evaluating our business, we consider and use certain non-GAAP
measures, including primarily adjusted EBITDA, adjusted net
income/(loss), adjusted gross profit/(loss), adjusted
operating income/(loss), adjusted net earnings/(loss) per share
attributable to ordinary shareholders/ADS holders basic and
diluted as supplemental measures to review and assess our
operating performance. 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 U.S. GAAP. We define adjusted gross profit/(loss)
as gross profit/(loss) excluding amortization of intangible assets.
We define adjusted EBITDA as net income/(loss) excluding interest
income/(expense), net, income tax expense/benefit,
depreciation and amortization, share-based compensation expense,
impairment loss on operating lease right-of-use assets, impairment
loss on goodwill, impairment loss on intangible assets, impairment
loss on the long-term investment, and impairment loss on property
and equipment. We define adjusted net income/(loss) as net
income/(loss) excluding share-based compensation expense,
amortization of intangible assets, tax effect of amortization of
intangible assets, impairment loss on operating lease
right-of-use assets, impairment loss on goodwill, impairment loss
on intangible assets, impairment loss on the long-term investment,
and impairment loss on property and equipment. We define adjusted
operating income/(loss) as operating income/(loss) excluding
share-based compensation expense, amortization of intangible
assets, impairment loss on operating lease right-of-use assets,
impairment loss on goodwill, impairment loss on intangible assets,
impairment loss on the long-term investment, and impairment loss on
property and equipment. Additionally, we define adjusted net
earnings/(loss) per share attributable to ordinary shareholders/ADS
holders, basic and diluted, as adjusted net income/(loss)
attributable to ordinary shareholders/ADS holders (net
income/(loss) to ordinary shareholders/ADS holders excluding
share-based compensation expense, amortization of intangible
assets, tax effect of amortization of intangible assets, impairment
loss on operating lease right-of-use assets, impairment loss on
goodwill, impairment loss on intangible assets, impairment loss on
the long-term investment, and impairment loss on property and
equipment) divided by the weighted average number of basic and
diluted ordinary shares or ADSs.
We incur amortization expense of intangible assets related to
various acquisitions that have been made in recent years. These
intangible assets are valued at the time of acquisition and are
then amortized over a period of several years after the
acquisition. We believe that exclusion of these expenses allows
greater comparability of operating results that are consistent over
time for the Company's newly-acquired and long-held business as the
related intangibles do not have significant connection to the
growth of the business. Therefore, we provide exclusion
of amortization of intangible assets to define adjusted
gross profit, adjusted operating income/(loss), adjusted net
income/(loss), and adjusted net earnings/(loss) per share
attributable to ordinary shareholders/ADS holders, basic and
diluted.
We present the non-GAAP financial measures because they are used
by our management to evaluate our operating performance and
formulate business plans. Such non-GAAP measures include adjusted
EBITDA, adjusted net income/(loss), adjusted gross profit/(loss),
adjusted operating income/(loss), adjusted net earnings/(loss) per
share attributable to ordinary shareholders/ADS holders basic
and diluted. Non-GAAP financial measures enable our management to
assess our operating results without considering the impact of
non-cash charges, including depreciation and amortization and
share-based compensation expense, and without considering the
impact of non-operating items such as interest income/(expense),
net; income tax expense/benefit; share-based compensation
expense; amortization of intangible assets, and tax effect of
amortization of intangible assets. We also believe that the use of
these non-GAAP measures facilitates investors' assessment of our
operating performance.
The non-GAAP financial measures are not defined under U.S. GAAP
and are not presented in accordance with U.S. GAAP. The non-GAAP
financial measures have limitations as analytical tools. One of the
key limitations of using these non-GAAP financial measures is that
they do not reflect all items of income and expense that affect our
operations. Interest income/(expense), net; income tax
expense/benefit; depreciation and amortization; share-based
compensation expense; and tax effect of amortization of intangible
assets, have been and may continue to be incurred in our
business and are not reflected in the presentation of these
non-GAAP measures, including adjusted EBITDA or adjusted net
income/(loss). Further, these non-GAAP measures may differ from the
non-GAAP information used by other companies, including peer
companies, and therefore their comparability may be limited.
About Bright Scholar Education Holdings
Limited
Bright Scholar is a global premier education service company,
which primarily provides quality international education to global
students and equip them with the critical academic foundation and
skillsets necessary to succeed in the pursuit of higher
education.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements include,
without limitation, the Company's business plans and development,
which can be identified by terminology such as "may," "will,"
"expect," "anticipate," "aim," "estimate," "intend," "plan,"
"believe," "potential," "continue," "is/are likely to" or other
similar expressions. Such statements are based upon management's
current expectations and current market and operating conditions
and relate to events that involve known or unknown risks,
uncertainties and other factors, all of which are difficult to
predict and many of which are beyond the Company's control, which
may cause the Company's actual results, performance or achievements
to differ materially from those in the forward-looking statements.
Further information regarding these and other risks, uncertainties
or factors is included in the Company's filings with the U.S.
Securities and Exchange Commission. The Company does not undertake
any obligation to update any forward-looking statement as a result
of new information, future events or otherwise, except as required
under law.
IR Contact:
Email: BEDU.IR@gcm.international
Media Contact:
Email: media@brightscholar.com
Phone: +86-757-2991-6814
BRIGHT SCHOLAR
EDUCATION HOLDINGS LIMITED
|
UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEETS
|
(Amounts in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
August
31,
|
|
August
31,
|
|
|
|
2022
|
|
2023
|
|
|
|
RMB
|
|
RMB
|
|
USD
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
664,769
|
|
537,325
|
|
74,030
|
|
|
Restricted cash,
net
|
191,365
|
|
28,261
|
|
3,894
|
|
|
Accounts receivable,
net
|
18,084
|
|
19,209
|
|
2,647
|
|
|
Amounts due from
related parties, net
|
196,626
|
|
188,445
|
|
25,963
|
|
|
Other receivables,
deposits and other assets, net
|
112,762
|
|
148,679
|
|
20,483
|
|
|
Inventories
|
6,869
|
|
5,480
|
|
755
|
|
|
Held for sale
assets
|
11,258
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Total current
assets
|
1,201,733
|
|
927,399
|
|
127,772
|
|
|
|
|
|
|
|
|
|
|
Restricted cash -
non-current
|
1,650
|
|
1,650
|
|
227
|
|
|
Property and equipment,
net
|
393,277
|
|
414,225
|
|
57,070
|
|
|
Intangible assets,
net
|
322,896
|
|
343,077
|
|
47,268
|
|
|
Goodwill,
net
|
1,433,916
|
|
1,328,872
|
|
183,086
|
|
|
Long-term
investments
|
40,486
|
|
36,070
|
|
4,970
|
|
|
Prepayments for
construction contracts
|
4,894
|
|
1,711
|
|
236
|
|
|
Deferred tax assets,
net
|
85,103
|
|
1,810
|
|
249
|
|
|
Other non-current
assets, net
|
15,343
|
|
15,249
|
|
2,101
|
|
|
Operating lease
right-of-use assets
|
1,453,833
|
|
1,549,447
|
|
213,475
|
|
|
|
|
|
|
|
|
|
Total non-current
assets
|
3,751,398
|
|
3,692,111
|
|
508,682
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
4,953,131
|
|
4,619,510
|
|
636,454
|
BRIGHT SCHOLAR
EDUCATION HOLDINGS LIMITED
|
UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEETS-CONTINUED
|
(Amounts in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
August
31,
|
|
August
31,
|
|
|
|
2022
|
|
2023
|
|
|
|
RMB
|
|
RMB
|
|
USD
|
LIABILITIES AND
EQUITY
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
Accounts
payable
|
100,229
|
|
105,193
|
|
14,493
|
|
|
Amounts due to related
parties
|
343,032
|
|
311,451
|
|
42,910
|
|
|
Accrued expenses and
other current liabilities
|
262,490
|
|
279,690
|
|
38,535
|
|
|
Short-term
loans
|
149,239
|
|
-
|
|
-
|
|
|
Income tax
payable
|
85,856
|
|
99,367
|
|
13,690
|
|
|
Contract
liabilities
|
516,731
|
|
541,683
|
|
74,630
|
|
|
Refund
liabilities
|
20,517
|
|
17,572
|
|
2,421
|
|
|
Operating lease
liabilities
|
104,515
|
|
125,447
|
|
17,283
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
1,582,609
|
|
1,480,403
|
|
203,962
|
|
|
|
|
|
|
|
|
|
|
Contract liabilities –
non-current
|
2,203
|
|
2,116
|
|
292
|
|
|
Deferred tax
liabilities
|
21,707
|
|
42,093
|
|
5,799
|
|
|
Other non-current
liabilities due to related parties
|
11,197
|
|
-
|
|
-
|
|
|
Long-term
loan
|
633
|
|
-
|
|
-
|
|
|
Operating lease
liabilities – non-current
|
1,439,239
|
|
1,523,242
|
|
209,865
|
|
|
|
|
|
|
|
|
|
Total non-current
liabilities
|
1,474,979
|
|
1,567,451
|
|
215,956
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
3,057,588
|
|
3,047,854
|
|
419,918
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
Share
capital
|
8
|
|
8
|
|
1
|
|
|
Additional paid-in
capital
|
1,693,358
|
|
1,697,370
|
|
233,856
|
|
|
Statutory
reserves
|
14,872
|
|
20,155
|
|
2,777
|
|
|
Accumulated other
comprehensive income
|
34,401
|
|
172,230
|
|
23,729
|
|
|
Accumulated
deficit
|
(72,737)
|
|
(473,154)
|
|
(65,189)
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity
|
1,669,902
|
|
1,416,609
|
|
195,174
|
|
Non-controlling
interests
|
225,641
|
|
155,047
|
|
21,362
|
|
|
|
|
|
|
|
|
TOTAL
EQUITY
|
1,895,543
|
|
1,571,656
|
|
216,536
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
AND EQUITY
|
4,953,131
|
|
4,619,510
|
|
636,454
|
BRIGHT SCHOLAR
EDUCATION HOLDINGS LIMITED
|
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
(Amounts in
thousands, except for shares and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended August 31,
|
|
Twelve Months Ended
August 31,
|
|
2022
|
|
2023
|
|
2022
|
|
2023
|
|
RMB
|
|
RMB
|
|
USD
|
|
RMB
|
|
RMB
|
|
USD
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
402,911
|
|
559,775
|
|
77,123
|
|
1,713,965
|
|
2,123,751
|
|
292,600
|
Cost of
revenue
|
(320,564)
|
|
(450,651)
|
|
(62,089)
|
|
(1,237,306)
|
|
(1,526,419)
|
|
(210,303)
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
82,347
|
|
109,124
|
|
15,034
|
|
476,659
|
|
597,332
|
|
82,297
|
Selling, general and
administrative expenses
|
(137,825)
|
|
(176,841)
|
|
(24,364)
|
|
(539,893)
|
|
(614,571)
|
|
(84,673)
|
Impairment loss on
goodwill
|
(419,805)
|
|
(207,830)
|
|
(28,633)
|
|
(419,805)
|
|
(207,830)
|
|
(28,633)
|
Impairment loss on
operating lease right-of use
assets
|
(8,861)
|
|
-
|
|
-
|
|
(8,861)
|
|
-
|
|
-
|
Impairment loss on
property and equipment
|
(6,586)
|
|
(12,891)
|
|
(1,776)
|
|
(6,586)
|
|
(12,891)
|
|
(1,776)
|
Impairment loss on
intangible assets
|
(113,385)
|
|
(2,052)
|
|
(283)
|
|
(113,385)
|
|
(2,052)
|
|
(283)
|
Impairment loss on the
long-term investment
|
-
|
|
(2,613)
|
|
(360)
|
|
-
|
|
(2,613)
|
|
(360)
|
Other operating
income
|
1,252
|
|
6,923
|
|
954
|
|
5,339
|
|
56,043
|
|
7,722
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
(602,863)
|
|
(286,180)
|
|
(39,428)
|
|
(606,532)
|
|
(186,582)
|
|
(25,706)
|
Interest expense,
net
|
(17,093)
|
|
1,220
|
|
168
|
|
(127,840)
|
|
(7,367)
|
|
(1,015)
|
Investment
income
|
28,200
|
|
909
|
|
125
|
|
135,309
|
|
60
|
|
8
|
Other
expenses
|
(579)
|
|
(3,902)
|
|
(537)
|
|
(5,808)
|
|
(6,677)
|
|
(920)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes and share of equity
in (loss)/profit of unconsolidated affiliates
|
(592,335)
|
|
(287,953)
|
|
(39,672)
|
|
(604,871)
|
|
(200,566)
|
|
(27,633)
|
Income tax
expense
|
(11,667)
|
|
(52,425)
|
|
(7,223)
|
|
(58,919)
|
|
(185,918)
|
|
(25,615)
|
Share of equity in
(loss)/profit of unconsolidated
affiliates
|
(39,515)
|
|
61
|
|
8
|
|
(39,747)
|
|
(339)
|
|
(47)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
(643,517)
|
|
(340,317)
|
|
(46,887)
|
|
(703,537)
|
|
(386,823)
|
|
(53,295)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
attributable to non-controlling interests
|
7,556
|
|
4,291
|
|
591
|
|
5,803
|
|
8,311
|
|
1,145
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
attributable to ordinary shareholders
|
(651,073)
|
|
(344,608)
|
|
(47,478)
|
|
(709,340)
|
|
(395,134)
|
|
(54,440)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
attributable to
|
|
|
|
|
|
|
|
|
|
|
|
ordinary shareholders
|
|
|
|
|
|
|
|
|
|
|
|
—Basic
|
(5.49)
|
|
(2.90)
|
|
(0.40)
|
|
(5.98)
|
|
(3.33)
|
|
(0.46)
|
—Diluted
|
(5.49)
|
|
(2.90)
|
|
(0.40)
|
|
(5.98)
|
|
(3.33)
|
|
(0.46)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares used in
|
|
|
|
|
|
|
|
|
|
|
|
calculating net loss per ordinary share:
|
|
|
|
|
|
|
|
|
|
|
|
—Basic
|
118,669,795
|
|
118,669,795
|
|
118,669,795
|
|
118,697,495
|
|
118,669,795
|
|
118,669,795
|
—Diluted
|
118,669,795
|
|
118,669,795
|
|
118,669,795
|
|
118,697,495
|
|
118,669,795
|
|
118,669,795
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per
ADS
|
|
|
|
|
|
|
|
|
|
|
|
—Basic
|
(21.96)
|
|
(11.60)
|
|
(1.60)
|
|
(23.92)
|
|
(13.32)
|
|
(1.84)
|
—Diluted
|
(21.96)
|
|
(11.60)
|
|
(1.60)
|
|
(23.92)
|
|
(13.32)
|
|
(1.84)
|
BRIGHT SCHOLAR
EDUCATION HOLDINGS LIMITED
|
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Amounts in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
August 31,
|
|
Twelve Months Ended
August 31,
|
|
2022
|
|
2023
|
|
2022
|
|
2023
|
|
RMB
|
|
RMB
|
|
USD
|
|
RMB
|
|
RMB
|
|
USD
|
Net cash generated from
operating activities
|
167,161
|
|
6,923
|
|
954
|
|
47,173
|
|
22,261
|
|
3,067
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated
from/(used in) investing
activities
|
310,193
|
|
(20,003)
|
|
(2,756)
|
|
(836,769)
|
|
(52,949)
|
|
(7,295)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used
in)/generated from financing
activities
|
(1,001,420)
|
|
(208,397)
|
|
(28,712)
|
|
101,383
|
|
(298,794)
|
|
(41,166)
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash and
cash equivalents, and restricted cash
|
10,260
|
|
23,319
|
|
3,213
|
|
30,834
|
|
38,934
|
|
5,364
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and
cash equivalents,
and restricted cash
|
(513,806)
|
|
(198,158)
|
|
(27,301)
|
|
(657,379)
|
|
(290,548)
|
|
(40,030)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents, and restricted cash
at beginning of the period
|
1,371,590
|
|
765,394
|
|
105,452
|
|
1,515,163
|
|
857,784
|
|
118,181
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents, and restricted cash
at end of the period
|
857,784
|
|
567,236
|
|
78,151
|
|
857,784
|
|
567,236
|
|
78,151
|
BRIGHT SCHOLAR
EDUCATION HOLDINGS LIMITED
|
Reconciliations of
GAAP and Non-GAAP Results
|
(Amounts in thousands,
except for shares and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
August 31,
|
|
Twelve Months Ended
August 31,
|
|
2022
|
|
2023
|
|
2022
|
|
2023
|
|
RMB
|
|
RMB
|
|
USD
|
|
RMB
|
|
RMB
|
|
USD
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
82,347
|
|
109,124
|
|
15,034
|
|
476,659
|
|
597,332
|
|
82,297
|
Add: Amortization of
intangible assets
|
3,931
|
|
3,642
|
|
502
|
|
17,814
|
|
14,916
|
|
2,055
|
Adjusted gross
profit
|
86,278
|
|
112,766
|
|
15,536
|
|
494,473
|
|
612,248
|
|
84,352
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
(602,863)
|
|
(286,180)
|
|
(39,428)
|
|
(606,532)
|
|
(186,582)
|
|
(25,706)
|
Add: Share-based
compensation expense
|
-
|
|
-
|
|
-
|
|
(816)
|
|
-
|
|
-
|
Add: Amortization of
intangible assets
|
3,931
|
|
3,642
|
|
502
|
|
17,814
|
|
14,916
|
|
2,055
|
Add: Impairment loss on
operating lease right-of-use
assets
|
8,861
|
|
-
|
|
-
|
|
8,861
|
|
-
|
|
-
|
Add: Impairment loss on
goodwill
|
419,805
|
|
207,830
|
|
28,633
|
|
419,805
|
|
207,830
|
|
28,633
|
Add: Impairment loss on
intangible assets
|
113,385
|
|
2,052
|
|
283
|
|
113,385
|
|
2,052
|
|
283
|
Add: Impairment loss on
property and equipment
|
6,586
|
|
12,891
|
|
1,776
|
|
6,586
|
|
12,891
|
|
1,776
|
Add: Impairment loss on
the long-term investment
|
-
|
|
2,613
|
|
360
|
|
-
|
|
2,613
|
|
360
|
Adjusted operating
(loss)/income
|
(50,295)
|
|
(57,152)
|
|
(7,874)
|
|
(40,897)
|
|
53,720
|
|
7,401
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
(643,517)
|
|
(340,317)
|
|
(46,887)
|
|
(703,537)
|
|
(386,823)
|
|
(53,295)
|
Add: Share-based
compensation expense
|
-
|
|
-
|
|
-
|
|
(816)
|
|
-
|
|
-
|
Add: Amortization of
intangible assets
|
3,931
|
|
3,642
|
|
502
|
|
17,814
|
|
14,916
|
|
2,055
|
Add: Tax effect of
amortization of intangible assets
|
(811)
|
|
(581)
|
|
(80)
|
|
(3,764)
|
|
(2,883)
|
|
(397)
|
Add: Impairment loss on
operating lease right-of-use
assets
|
8,861
|
|
-
|
|
-
|
|
8,861
|
|
-
|
|
-
|
Add: Impairment loss on
goodwill
|
419,805
|
|
207,830
|
|
28,633
|
|
419,805
|
|
207,830
|
|
28,633
|
Add: Impairment loss on
intangible assets
|
113,385
|
|
2,052
|
|
283
|
|
113,385
|
|
2,052
|
|
283
|
Add: Impairment loss on
property and equipment
|
6,586
|
|
12,891
|
|
1,776
|
|
6,586
|
|
12,891
|
|
1,776
|
Add: Impairment loss on
the long-term investment
|
-
|
|
2,613
|
|
360
|
|
-
|
|
2,613
|
|
360
|
Adjusted net
loss
|
(91,760)
|
|
(111,870)
|
|
(15,413)
|
|
(141,666)
|
|
(149,404)
|
|
(20,585)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
attributable to ordinary shareholders
|
(651,073)
|
|
(344,608)
|
|
(47,478)
|
|
(709,340)
|
|
(395,134)
|
|
(54,440)
|
Add: Share-based
compensation expense
|
-
|
|
-
|
|
-
|
|
(816)
|
|
-
|
|
-
|
Add: Amortization of
intangible assets
|
3,931
|
|
3,642
|
|
502
|
|
17,814
|
|
14,916
|
|
2,055
|
Add: Tax effect of
amortization of intangible assets
|
(811)
|
|
(581)
|
|
(80)
|
|
(3,764)
|
|
(2,883)
|
|
(397)
|
Add: Impairment loss on
operating lease right-of-use
assets
|
8,861
|
|
-
|
|
-
|
|
8,861
|
|
-
|
|
-
|
Add: Impairment loss on
goodwill
|
419,805
|
|
207,830
|
|
28,633
|
|
419,805
|
|
207,830
|
|
28,633
|
Add: Impairment loss on
intangible assets
|
113,385
|
|
2,052
|
|
283
|
|
113,385
|
|
2,052
|
|
283
|
Add: Impairment loss on
property and equipment
|
6,586
|
|
12,891
|
|
1,776
|
|
6,586
|
|
12,891
|
|
1,776
|
Add: Impairment loss on
the long-term investment
|
-
|
|
2,613
|
|
360
|
|
-
|
|
2,613
|
|
360
|
Adjusted net loss
attributable to ordinary
shareholders
|
(99,316)
|
|
(116,161)
|
|
(16,004)
|
|
(147,469)
|
|
(157,715)
|
|
(21,730)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
(643,517)
|
|
(340,317)
|
|
(46,887)
|
|
(703,537)
|
|
(386,823)
|
|
(53,295)
|
Add: Interest expense,
net
|
17,093
|
|
(1,220)
|
|
(168)
|
|
127,840
|
|
7,367
|
|
1,015
|
Add: Income tax
expense
|
11,667
|
|
52,425
|
|
7,223
|
|
58,919
|
|
185,918
|
|
25,615
|
Add: Depreciation and
amortization
|
16,442
|
|
19,990
|
|
2,754
|
|
115,934
|
|
83,919
|
|
11,562
|
Add: Share-based
compensation expense
|
-
|
|
-
|
|
-
|
|
(816)
|
|
-
|
|
-
|
Add: Impairment loss on
operating lease right-of-use
assets
|
8,861
|
|
-
|
|
-
|
|
8,861
|
|
-
|
|
-
|
Add: Impairment loss on
goodwill
|
419,805
|
|
207,830
|
|
28,633
|
|
419,805
|
|
207,830
|
|
28,633
|
Add: Impairment loss on
intangible assets
|
113,385
|
|
2,052
|
|
283
|
|
113,385
|
|
2,052
|
|
283
|
Add: Impairment loss on
property and equipment
|
6,586
|
|
12,891
|
|
1,776
|
|
6,586
|
|
12,891
|
|
1,776
|
Add: Impairment loss on
the long-term investment
|
-
|
|
2,613
|
|
360
|
|
-
|
|
2,613
|
|
360
|
Adjusted
EBITDA
|
(49,678)
|
|
(43,736)
|
|
(6,026)
|
|
146,977
|
|
115,767
|
|
15,949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares used
|
|
|
|
|
|
|
|
|
|
|
|
in
calculating adjusted net loss per ordinary
share:
|
|
|
|
|
|
|
|
|
|
|
|
—Basic and
Diluted
|
118,669,795
|
|
118,669,795
|
|
118,669,795
|
|
118,697,495
|
|
118,669,795
|
|
118,669,795
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net loss
per share attributable
|
|
|
|
|
|
|
|
|
|
|
|
to
ordinary shareholders
|
|
|
|
|
|
|
|
|
|
|
|
—Basic
|
(0.84)
|
|
(0.98)
|
|
(0.13)
|
|
(1.24)
|
|
(1.33)
|
|
(0.18)
|
—Diluted
|
(0.84)
|
|
(0.98)
|
|
(0.13)
|
|
(1.24)
|
|
(1.33)
|
|
(0.18)
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net loss
per ADS
|
|
|
|
|
|
|
|
|
|
|
|
—Basic
|
(3.36)
|
|
(3.92)
|
|
(0.52)
|
|
(4.96)
|
|
(5.32)
|
|
(0.72)
|
—Diluted
|
(3.36)
|
|
(3.92)
|
|
(0.52)
|
|
(4.96)
|
|
(5.32)
|
|
(0.72)
|
View original
content:https://www.prnewswire.com/news-releases/bright-scholar-announces-unaudited-financial-results-for-the-fourth-fiscal-quarter-and-fiscal-year-2023-301998312.html
SOURCE Bright Scholar Education Holdings Ltd.