Gravitas Education Holdings, Inc. Reports First Half 2023 Financial Results

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    BEIJING, Sept. 9, 2023 /PRNewswire/ — Gravitas Education Holdings, Inc. (“GEHI” or the “Company”) (NYSE: GEHI), a leading early childhood education service provider in China and Singapore, today announced its unaudited financial results for the first half of 2023.

    The Company’s Acquisition of eLMTree and Divestiture of its PRC Business

    The Company announced on April 18, 2023, that it has entered into an agreement and plan of merger (the “Merger Agreement”), dated April 18, 2023, with Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (the “Merger Sub”), Best Assistant Education Online Limited, a Cayman Islands exempted company (“Best Assistant”) and a controlled subsidiary of NetDragon Websoft Holdings Limited (HKEX: 0777, “NetDragon”), a Cayman Islands exempted company, and solely for purposes of certain named sections thereof, NetDragon. It is contemplated that Best Assistant will transfer the education business of NetDragon outside of the PRC to Elmtree Inc., a Cayman Islands exempted company limited by shares (“eLMTree”) and currently a wholly owned subsidiary of Best Assistant. Pursuant to the Merger Agreement, Merger Sub will merge with and into eLMTree with eLMTree continuing as the surviving company and becoming a wholly owned subsidiary of the Company (the “Merger”).

    Concurrent with the execution of the Merger Agreement, the Company has entered into a share purchase agreement (the “Divestiture Agreement”) with Rainbow Companion, Inc. (the “Divestiture Purchaser”), a purchaser consortium formed by Joy Year Limited, Bloom Star Limited, Ascendent Rainbow (Cayman) Limited (and its affiliates), Trump Creation Limited and China Growth Capital Limited. Pursuant to the Divestiture Agreement, immediately prior to the Closing, the Company will transfer all its education business in China to the Divestiture Purchaser (the “Divestiture”). Upon completion of the Divestiture, the Company will cease to operate any education business in China.

    As the Company will divest its China business, the Company’s China operations and its associated assets and liabilities have been reclassified as discontinued operations in the financial results. After the Divestiture, the Company’s Singapore operations and its associated assets and liabilities will continue to remain with the Company. As the Merger has not closed, the financial information of eLMTree is not included in the Company’s financial results for the first six months of 2023. For the unaudited pro forma condensed combined financial information which presents the combined financial information of the Company following the Divestiture and eLMTree after giving effect to the Merger, please refer to the proxy statement for extraordinary general meeting of the Company that was included in our current report on Form 6-K filed with the Securities and Exchange Commission on July 31, 2023.

    First Six Months of 2023 Financial Results

    • Net revenues from continuing operations were US$18.0 million, compared with US$15.3 million for the first six months of 2022.
    • Gross profit from continuing operations was US$2.7 million, compared with US$1.0 million for the first six months of 2022.
    • Net loss from continuing operations attributable to ordinary shareholders of GEHI for the first six months of 2023 was US$2.2 million, compared with US$1.1 million for the same period of 2022. Adjusted net loss from continuing operations attributable to ordinary shareholders[1] of GEHI for the first six months of 2023 was US$2.1 million, compared with US$1.0 million for the same period of 2022.

      Net loss attributable to ordinary shareholders of GEHI for the first six months of 2023 was US$4.5 million, compared with US$26.8 million of net income attributable to ordinary shareholders of GEHI for the same period of 2022. Adjusted net loss attributable to ordinary shareholders[1] of GEHI for the first six months of 2023 was US$4.1 million, compared with US$27.3 million of adjusted net income attributable to ordinary shareholders[1] of GEHI for the same period of 2022.

    First Six Months of 2023 Financial Results

    Net Revenues from Continuing Operations

    Net revenues from continuing operations for the first six months of 2023 were US$18.0 million, an increase of 17.9% from US$15.3 million for the same period of 2022.

    Revenues from kindergarten services from continuing operations for the first six months of 2023 were US$9.5 million, an increase of 18.5% from US$8.0 million for the same period last year. The increase in our revenues generated from kindergarten services was primarily due to a 3.3% increase in the average number of students from 1,412 to 1,459, and a 14.7% increase in the average tuition and fees from US$933 to US$1,070 during the comparison periods.

    Revenues from student care center services from continuing operations for the first six months of 2023 were US$7.8 million, an increase of 17.1% from US$6.7 million for the same period last year. The increase in our revenues generated from student care center services was primarily due to a 18.5% increase in the average number of students from 5,757 to 6,820.

    Revenues from franchise services from continuing operations for the first six months of 2023 were US$0.7 million, an increase of 18.1% from US$0.6 million for the same period last year. The increase in our revenues generated from franchise services was primarily due to an increase in the number of franchise facilities.

    Cost of Revenues of Continuing Operations

    Cost of revenues of continuing operations for the first six months of 2023 was US$15.3 million, compared with US$14.2 million for the first six months of 2022. The increase was primarily due to an increase in staff compensation at the Company’s directly operated kindergartens and higher operating cost.

    Gross Profit from Continuing Operations

    Gross profit from continuing operations for the first six months of 2023 was US$2.7 million, compared with US$1.0 million for the same period last year.

    Operating Expenses of Continuing Operations

    Total operating expenses of continuing operations for the first six months of 2023 were US$6.0 million, compared with US$3.3 million for the same period last year. Excluding share-based compensation expenses, operating expenses of continuing operations were US$5.8 million for the first six months of 2023, compared with US$3.1 million for the same period last year.

    Selling expenses of continuing operations were US$0.3 million for the first six months of 2023, compared with US$0.2 million for the same period last year.

    General and administrative expenses of continuing operations for the first six months of 2023 were US$5.7 million, compared with US$3.0 million for the same period last year. Excluding share-based compensation expenses, general and administrative expenses of continuing operations were US$5.5 million for the first six months of 2023, an increase of 90.9% from US$2.9 million for the same period of 2022. The increase in general and administrative expenses excluding share-based compensation expenses was primarily due to the increase in transaction cost related to the Merger.

    Operating Loss from Continuing Operations

    Operating loss from continuing operations for the first six months of 2023 was US$3.3 million, compared with US$2.2 million for the same period last year. Adjusted operating loss[2] from continuing operations for the first six months of 2023 was US$3.1 million, compared with US$2.1 million for the same period last year.

    Net Loss from Continuing Operations

    Net loss from continuing operations attributable to ordinary shareholders of GEHI for the first six months of 2023 was US$2.2 million, compared with US$1.1 million for the same period of 2022. Adjusted net loss from continuing operations attributable to ordinary shareholders of GEHI for the first six months of 2023 was US$2.1 million, compared with US$1.0 million for the same period of 2022.

    Basic and diluted net loss from continuing operations per American Depositary Share (“ADS”) attributable to ordinary shareholders of GEHI for the first six months of 2023 were both US$1.59, compared with both of US$0.79 for the same period of 2022. Each ADS represents twenty Class A ordinary shares.

    Adjusted basic and diluted net loss from continuing operations per ADS attributable to ordinary shareholders[3] of GEHI for the first six months of 2023 were both US$1.49 compared with both of US$0.69 for the same period of 2022.

    EBITDA[4] from continuing operations for the first six months of 2023 was negative US$1.6 million, compared with negative US$0.1 million for the same period of 2022. Adjusted EBITDA[5] from continuing operations for the first six months of 2023 was negative US$1.4 million, compared with US$31.0 thousand for the same period of 2022.

    Net Income/loss from Discontinued Operations

    Loss from discontinued operations after taxes for the first six months of 2023 was US$2.4 million, compared with US$4.1 million for the same period last year. Gain on disposal of discontinued operations after taxes for the first six months of 2023 was nil, compared with US$30.5 million for the same period of 2022. This was primarily because the company divested its directly operated kindergarten business and recognized $30.5 million disposal gain in the first half of 2022, while the Divestiture announced on April 18, 2023 has not complete in the first half of 2023 and the company has not recognized any gains from the Divestiture.

    Net Income/loss

    Net loss attributable to ordinary shareholders of GEHI for the first six months of 2023 was US$4.5 million, compared with US$26.8 million of net income attributable to ordinary shareholders of GEHI for the same period of 2022. This was primarily due to the decrease of US$30.5 million disposal gain the Company recognized from discontinued operation in the first half of 2022.

    Adjusted net loss attributable to ordinary shareholders of GEHI for the first six months of 2023 was US$4.1 million, compared with US$27.3 million of adjusted net income attributable to ordinary shareholders of GEHI for the same period of 2022.

    Basic and diluted net loss per ADS attributable to ordinary shareholders of GEHI for the first six months of 2023 were both US$3.15, compared with both US$19.11 of basic and diluted net income per ADS attributable to ordinary shareholders of GEHI for the same period of 2022. Each ADS represents twenty Class A ordinary shares.

    Adjusted basic and diluted net loss per ADS attributable to ordinary shareholders[3] of GEHI for the first six months of 2023 were both US$2.93, compared with both US$19.42 of adjusted basic and diluted net income per ADS attributable to ordinary shareholders[3] of GEHI for the same period of 2022.

    EBITDA for the first six months of 2023 was negative US$3.3 million, compared with US$36.3 million for the same period of 2022. Adjusted EBITDA for the first six months of 2023 was negative US3.0 million, compared with US$36.8 million for the same period of 2022.

    [1] Adjusted net income (loss) (from continuing operations) attributable to ordinary shareholders is a non-GAAP financial measure, which is defined as net income (loss) (from continuing operations) attributable to ordinary shareholders excluding share-based compensation expenses and changes in redeemable non-controlling interests. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” elsewhere in this earnings release.

    [2] Adjusted operating income (loss) is a non-GAAP financial measure, which is defined as operating income (loss) excluding share-based compensation expenses. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” elsewhere in this earnings release.

    [3] Adjusted basic and diluted net income (loss) (from continuing operations) per ADS attributable to ordinary shareholders is a non- GAAP financial measure, which is defined as basic and diluted net income (loss) (from continuing operations) per ADS attributable to ordinary shareholders excluding share-based compensation expenses and changes in redeemable non-controlling interest. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” elsewhere in this earnings release.

    [4] EBITDA is defined as net income (loss) excluding depreciation, amortization and income tax expenses. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” elsewhere in this earnings release.

    [5] Adjusted EBITDA is a non-GAAP financial measure, which is defined as net income (loss) excluding depreciation, amortization, income tax expenses, and share-based compensation expenses. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” elsewhere in this earnings release.

    About Gravitas Education Holdings, Inc.

    Founded on the core values of “Care” and “Responsibility,” “Inspire” and “Innovate,” Gravitas Education Holdings, Inc. (formerly known as RYB Education, Inc.) is a leading early childhood education service provider in China. Since opening its first play-and-learn center in 1998, the Company has grown and flourished with the mission to provide high-quality, individualized and age-appropriate care and education to nurture and inspire each child for his or her betterment in life. During its two decades of operating history, the Company has built itself into a well-recognized education brand and helped bring about many new educational practices in China’s early childhood education industry. GEHI’s comprehensive early childhood education solutions meet the needs of children from infancy to 6 years old through structured courses at kindergartens and play-and-learn centers, as well as at-home educational products and services.

    Use of Non-GAAP Financial Measures

    We use EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, each a non-GAAP financial measure, in evaluating our operating results and for financial and operational decision-making purposes.

    EBITDA is defined as net income excluding depreciation, amortization and income tax expenses; adjusted EBITDA is defined as net income excluding depreciation, amortization, income tax expenses, and share-based compensation expenses; adjusted operating income is defined as operating income excluding share-based compensation expenses; adjusted net income attributable to ordinary shareholders is defined as net income attributable to ordinary shareholders excluding share-based compensation expenses and changes in redeemable non-controlling interest; and adjusted basic and diluted net income per ADS attributable to ordinary shareholders are defined as basic and diluted net income per ADS attributable to ordinary shareholders excluding share-based compensation expenses and changes in redeemable non-controlling interest.

    We believe that EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in income from operations and net income. We believe that EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

    EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, should not be considered in isolation or construed as an alternative to net income or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review the historical adjusted financial measures to the most directly comparable GAAP measures. EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

    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,” “confident” and similar statements. 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 brand recognition and market reputation; student enrollment in the Company’s teaching facilities; the Company’s growth strategies; its future business development, results of operations and financial condition; trends and competition in China’s early childhood education market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese early childhood education market; Chinese governmental policies relating to the Company’s industry and general economic conditions in China. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

    For investor and media inquiries, please contact: 

    In China:
    Gravitas Education Holdings, Inc.
    Investor Relations
    Tel: 86-10-8767-5752
    E-mail: ir@geh.com.cn 

    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

    (in thousands of U.S. dollars)

    As of

    June 30,

    2023

    December 31, 
    2022

    Current assets:

    Cash and cash equivalents

    19,753

    20,510

    Accounts receivable, net 

    1,097

    658

    Inventories

    103

    96

    Prepaid expenses and other current assets

    661

    691

    Amount due from related parties

    526

    504

    Current assets for discontinued operations

    12,260

    18,786

    Total current assets 

    34,400

    41,245

    Non-current assets:

    Property, plant and equipment, net

    4,979

    4,780

    Intangible assets, net

    5,614

    5,647

    Deferred tax assets

    33

    34

    Other non-current assets

    1,545

    1,354

    Prepayments to related parties

    1,076

    1,009

    Operating lease right-of-use assets

    4,589

    5,559

    Non-current assets for discontinued operations

    17,839

    21,045

    Total assets 

    70,075

    80,673

    Liabilities 

    Current liabilities:

    Prepayments from customers, current portion

    32

    53

    Accrued expenses and other current liabilities – third
    parties

    5,068

    3,670

    Accrued expenses and other current liabilities –
    related parties

    344

    232

    Income tax payable

    835

    949

    Operating lease liabilities, current portion

    2,807

    2,928

    Deferred revenue, current portion

    400

    892

    Current liabilities for discontinued operations

    19,540

    23,509

    Total current liabilities 

    29,026

    32,233

    Non-current liabilities:

    Other non-current liabilities

    3,509

    3,604

    Deferred income tax liabilities

    950

    959

    Operating lease liabilities, non-current portion

    1,943

    2,468

    Non-current liabilities for discontinued operations

    13,314

    16,510

    Total liabilities 

    48,742

    55,774

    Mezzanine equity

    Redeemable non-controlling interests 

    281

    111

    Equity

    Ordinary shares 

    29

    29

    Treasury stock

    (6,897)

    (7,445)

    Additional paid-in capital

    134,828

    135,060

    Statutory reserve

    5,293

    5,293

    Accumulated other comprehensive loss

    (1,005)

    (1,625)

    Accumulated deficit

    (111,512)

    (107,059)

    Total Gravitas Education Holdings, Inc.
    shareholders’ equity

    20,736

    24,253

    Non-controlling interest

    316

    535

    Total equity

    21,052

    24,788

    Total liabilities, mezzanine equity and total equity

    70,075

    80,673

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

    (in thousands of U.S. dollars, except share, ADS, per share and per ADS data)

    Six months Ended

    June 30,

    2023

    2022

    Net revenues:

      Services

          Services-third parties

    17,891

    15,188

          Services-related parties

    36

    54

      Total services revenues

    17,927

    15,242

      Products

          Products-third parties

    91

    42

      Total products revenues

    91

    42

    Total net revenues

    18,018

    15,284

    Cost of revenues:

      Services

    15,270

    14,198

      Products

    57

    37

    Total cost of revenues

    15,327

    14,235

    Gross profit

    2,691

    1,049

    Operating expenses

      Selling expenses

    285

    227

      General and administrative expenses

    5,687

    3,046

    Total operating expenses

    5,972

    3,273

    Operating loss from continuing operations

    (3,281)

    (2,224)

    Government subsidy income

    1,199

    1,095

    Loss before income taxes from continuing operations

    (2,082)

    (1,129)

    Less: Income tax benefits

    (3)

    Net loss from continuing operations

    (2,082)

    (1,126)

    Discontinued operations

    Loss from discontinued operations, net of income taxes

    (2,401)

    (4,146)

    Gain on disposal, net of income taxes

    30,537

    Net (loss) income from discontinued operations, net of

    income taxes

    (2,401)

    26,391

    Net (loss) income

    (4,483)

    25,265

    Net income (loss) attributable to non-controlling interest from

    continuing operations

    167

    (18)

    Net loss attributable to non-controlling interest from

    discontinued operations

    (197)

    (1,550)

    Net (loss) income attributable to ordinary shareholders of

    Gravitas Education Holdings, Inc.

    (4,453)

    26,833

    Net (loss) income per share attributable to ordinary

    shareholders of Gravitas Education Holdings, Inc. – Basic

    and diluted

    Net loss from continuing operations

    (0.08)

    (0.04)

    Net (loss) income from discontinued operations

    (0.08)

    1.00

    Net (loss) income

    (0.16)

    0.96

    Net (loss) income per ADS attributable to ordinary

    shareholders of Gravitas Education Holdings, Inc. – Basic

    and diluted (Note 1)

    Net loss from continuing operations

    (1.59)

    (0.79)

    Net (loss) income from discontinued operations

    (1.56)

    19.90

    Net (loss) income

    (3.15)

    19.11

    Weighted average shares used in calculating net (loss)

    income per ordinary share

    Basic and diluted

    28,234,094

    28,078,124

    Note 1:Each ADS represents twenty Class A ordinary shares.

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

    (in thousands of U.S. dollars, except share, ADS, per share and per ADS data)

    Six months Ended

    June 30,

    2023

    2022

    Net (loss) income

    (4,483)

    25,265

    Other comprehensive income (loss), net of tax of nil:

    Change in cumulative foreign currency translation
    adjustments

    (251)

    (2411)

    Total comprehensive (loss) income

    (4,734)

    22,854

    Less: Comprehensive loss attributable to non-
    controlling interest

    (49)

    (1,928)

    Comprehensive (loss) income attributable to
    Gravitas Education Holdings, Inc.

    (4,685)

    24,782

    RECONCILIATION OF GAAP AND NON-GAAP RESULTS

    (in thousands of U.S. dollars, except share, ADS, per share and per ADS data)

    Six Months Ended

    June 30,

    2023

    2022

    Operating loss from continuing
    operations

    (3,281)

    (2,224)

    Share-based compensation expenses on
    continuing operations

    142

    142

    Adjusted operating loss from continuing
    operations

    (3,139)

    (2,082)

    Net loss from continuing operations
    attributable to ordinary shareholders of
    Gravitas Education Holdings, Inc.

    (2,249)

    (1,108)

    Net (loss) income from discontinued
    operations attributable to ordinary
    shareholders of Gravitas Education
    Holdings, Inc.

    (2,204)

    27,941

    Net (loss) income attributable to
    ordinary shareholders of Gravitas
    Education Holdings, Inc.

    (4,453)

    26,833

    Share-based compensation expenses on
    continuing operations

    142

    142

    Share-based compensation expenses on
    discontinued operations

    175

    293

    Adjusted net loss from continuing
    operations attributable to ordinary
    shareholders of Gravitas Education
    Holdings, Inc.

    (2,107)

    (966)

    Adjusted net (loss) income from
    discontinued operations attributable to
    ordinary shareholders of Gravitas
    Education Holdings, Inc.

    (2,029)

    28,234

    Adjusted net (loss) income attributable
    to ordinary shareholders of Gravitas
    Education Holdings, Inc.

    (4,136)

    27,268

    Net loss from continuing operations

    (2,082)

    (1,126)

    Net (loss) income from discontinued
    operations

    (2,401)

    26,391

    Net (loss) income

    (4,483)

    25,265

    Add: Income tax benefits on continuing
    operations

    (3)

         Income tax expenses on discontinued
    operations

    292

    6,667

    Depreciation of property, plant and
    equipment, and amortization of intangible
    assets of continuing operations

    494

    1,018

    Depreciation of property, plant and
    equipment, and amortization of intangible
    assets of discontinued operations

    415

    3,393

    EBITDA from continuing operations

    (1,588)

    (111)

    EBITDA from discontinued operations

    (1,694)

    36,451

    EBITDA

    (3,282)

    36,340

    Share-based compensation expenses on
    continuing operations

    142

    142

    Share-based compensation expenses on
    discontinued operations

    175

    293

    Adjusted EBITDA from continuing
    operations

    (1,446)

    31

    Adjusted EBITDA from discontinued
    operations

    (1,519)

    36,744

    Adjusted EBITDA

    (2,965)

    36,775

    Net (loss) income per ADS attributable
    to ordinary shareholders of Gravitas
    Education Holdings, Inc.- Basic and
    diluted (Note1)

    Net loss from continuing operations

    (1.59)

    (0.79)

    Net (loss) income from discontinued operations

    (1.56)

    19.90

    Net (loss) income

    (3.15)

    19.11

    Adjusted net (loss) income per ADS
    attributable to ordinary shareholders
    of Gravitas Education Holdings, Inc.-
    Basic and diluted (Note1)

    Net loss from continuing operations

    (1.49)

    (0.69)

    Net (loss) income from discontinued operations

    (1.44)

    20.11

    Net (loss) income

    (2.93)

    19.42

    Weighted average shares used in
    calculating basic and diluted net (loss)
    income per ADS (Note1)

    28,234,094

    28,078,124

    Weighted average shares used in
    calculating basic and diluted adjusted net
    (loss) income per ADS (Note1)

    28,234,094

    28,078,124

    Adjusted (loss) net income per share
    attributable to ordinary shareholders of
    Gravitas Education Holdings, Inc.-
    Basic and diluted (Note1)

    Net loss from continuing operations

    (0.07)

    (0.03)

    Net (loss) income from discontinued
    operations

    (0.08)

    1.00

    Net (loss) income

    (0.15)

    0.97

    Note 1Each ADS represents twenty Class A ordinary shares.

    Source: Gravitas Education Holdings Inc.