Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2013 | |
Entity Registrant Name | 'Ambow Education Holding Ltd. |
Entity Central Index Key | '0001494558 |
Document Type | '20-F |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--12-31 |
Entity Well-known Seasoned Issuer | 'No |
Entity Voluntary Filers | 'No |
Entity Current Reporting Status | 'No |
Entity Filer Category | 'Non-accelerated Filer |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
Class A ordinary shares | ' |
Entity Common Stock, Shares Outstanding | 86,169,769 |
Class B Ordinary shares | ' |
Entity Common Stock, Shares Outstanding | 90,606,843 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
Current assets: | ' | ' | ' |
Cash and cash equivalents | $29,287 | 177,295 | 178,121 |
Restricted cash | 965 | 5,840 | 7,190 |
Term deposits | 297 | 1,800 | 2,200 |
Accounts receivable, net | 8,054 | 48,755 | 67,906 |
Amounts due from related parties | ' | ' | 500 |
Deferred tax assets | 1,822 | 11,032 | 15,436 |
Prepaid and other current assets, net | 39,572 | 239,556 | 317,735 |
Consideration receivable, net | 31,529 | 190,866 | 13,800 |
Assets classified as held for sale | ' | ' | 1,078,092 |
Total current assets | 111,526 | 675,144 | 1,680,980 |
Non-current assets: | ' | ' | ' |
Property and equipment, net | 44,157 | 267,315 | 313,021 |
Land use rights, net | 335 | 2,025 | 2,069 |
Intangible assets, net | 36,520 | 221,080 | 268,106 |
Goodwill | 86,291 | 522,380 | 624,392 |
Deferred tax assets, net | 13,496 | 81,702 | 53,083 |
Other non-current assets | 30,355 | 183,763 | 238,707 |
Total non-current assets | 211,154 | 1,278,265 | 1,499,378 |
Total assets | 322,680 | 1,953,409 | 3,180,358 |
Current liabilities: | ' | ' | ' |
Short-term borrowings (including consolidated VIE amount without recourse to the company of RMB nil and RMB 68,430 as of December 31, 2012 and 2013, respectively) | 16,259 | 98,430 | 60,000 |
Convertible loan (including consolidated VIE amount without recourse to the company of RMB nil and RMB nil as of December 31, 2012 and 2013, respectively) | 16,999 | 102,905 | 121,156 |
Deferred revenue (including consolidated VIE amount without recourse to the company of RMB 476,056 and RMB 523,579 as of December 31, 2012 and 2013, respectively) | 88,362 | 534,917 | 490,103 |
Accounts payable (including consolidated VIE amount without recourse to the company of RMB 31,971 and RMB 29,250 as of December 31, 2012 and 2013, respectively) | 6,766 | 40,961 | 46,014 |
Accrued and other liabilities (including consolidated VIE amount without recourse to the company of RMB 271,087 and RMB 270,120 as of December 31, 2012 and 2013, respectively) | 68,688 | 415,810 | 400,361 |
Income taxes payable (including consolidated VIE amount without recourse to the company of RMB 87,181 and RMB 94,775 as of December 31, 2012 and 2013, respectively) | 37,123 | 224,734 | 197,003 |
Amounts due to related parties (including consolidated VIE amount without recourse to the company of RMB 4,211 and RMB 10,035 as of December 31, 2012 and 2013, respectively) | 1,988 | 12,035 | 4,211 |
Amount due to deconsolidated subsidiaries(including consolidated VIE amount without recourse to the company of RMB nil and RMB 10,670 as of December 31, 2012 and 2013, respectively) | 3,658 | 22,144 | ' |
Liabilities classified as held for sale (including consolidated VIE amount without recourse to the company of RMB 381,051 and RMB nil as of December 31, 2012 and 2013, respectively) | ' | ' | 381,051 |
Total current liabilities | 239,843 | 1,451,936 | 1,699,899 |
Non-current liabilities: | ' | ' | ' |
Deferred tax liabilities (including consolidated VIE amount without recourse to the company of RMB 73,400 and RMB 62,172 as of December 31, 2012 and 2013, respectively) | 17,138 | 103,750 | 96,504 |
Total non-current liabilities | 17,138 | 103,750 | 96,504 |
Total liabilities | 256,981 | 1,555,686 | 1,796,403 |
Commitments and contingencies | ' | ' | ' |
EQUITY | ' | ' | ' |
Preferred shares (US$ 0.0001 par value; 50,000,000 shares authorized, nil issued and outstanding as of December 31, 2012 and 2013) | ' | ' | ' |
Ordinary shares (US$0.0001 par value; 1,200,000,000 and 1,200,000,000 shares authorized, 145,975,484 and 176,776,612 shares issued and outstanding as of December 31, 2012 and 2013, respectively) | 20 | 122 | 103 |
Additional paid-in capital | 447,102 | 2,706,621 | 2,500,273 |
Statutory reserve | 13,336 | 80,731 | 116,406 |
Accumulated deficit | -392,339 | -2,375,099 | -1,503,956 |
Accumulated other comprehensive deficit | -2,623 | -15,877 | -17,116 |
Total Ambow Education Holding Ltd.'s equity | 65,496 | 396,498 | 1,095,710 |
Non-controlling interest | 203 | 1,225 | 288,245 |
Total equity | 65,699 | 397,723 | 1,383,955 |
Total liabilities and equity | $322,680 | 1,953,409 | 3,180,358 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | USD ($) | CNY | USD ($) | CNY | Consolidated variable interest entity without recourse | Consolidated variable interest entity without recourse |
CNY | CNY | |||||
Short-term borrowings | $16,259 | 98,430 | ' | 60,000 | 68,430 | 0 |
Convertible loan | 16,999 | 102,905 | ' | 121,156 | 0 | 0 |
Deferred revenue | 88,362 | 534,917 | ' | 490,103 | 523,579 | 476,056 |
Accounts payable | 6,766 | 40,961 | ' | 46,014 | 29,250 | 31,971 |
Accrued and other liabilities | 68,688 | 415,810 | ' | 400,361 | 270,120 | 271,087 |
Income taxes payable | 37,123 | 224,734 | ' | 197,003 | 94,775 | 87,181 |
Amounts due to related parties | 1,988 | 12,035 | ' | 4,211 | 10,035 | 4,211 |
Amount due to deconsolidated subsidiaries | 3,658 | 22,144 | ' | ' | 10,670 | 0 |
Liabilities classified as held for sale | ' | ' | ' | 381,051 | 0 | 381,051 |
Deferred tax liabilities | $17,138 | 103,750 | ' | 96,504 | 62,172 | 73,400 |
Preferred shares, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | ' | ' |
Preferred shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ' | ' |
Preferred shares, shares issued | 0 | 0 | 0 | 0 | ' | ' |
Preferred shares, shares outstanding | 0 | 0 | 0 | 0 | ' | ' |
Ordinary shares, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | ' | ' |
Ordinary shares, shares authorized | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | ' | ' |
Ordinary shares, shares issued | 176,776,612 | 176,776,612 | 145,975,484 | 145,975,484 | ' | ' |
Ordinary shares, shares outstanding | 176,776,612 | 176,776,612 | 145,975,484 | 145,975,484 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | 12 Months Ended | |||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | Selling and marketing | Selling and marketing | Selling and marketing | Selling and marketing | General and administrative | General and administrative | General and administrative | General and administrative | Research and development | Research and development | Research and development | Research and development | |
USD ($) | CNY | CNY | CNY | USD ($) | CNY | CNY | CNY | USD ($) | CNY | CNY | CNY | |||||
NET REVENUES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
- Educational program and services | $188,395 | 1,140,487 | 1,210,591 | 1,130,269 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Software products | ' | 0 | 66,886 | 366,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | 188,395 | 1,140,487 | 1,277,477 | 1,496,869 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
COST OF REVENUES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
- Educational program and services | -122,675 | -742,637 | -793,129 | -571,953 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
- Software products | ' | ' | -12,177 | -49,223 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total cost of revenues | -122,675 | -742,637 | -805,306 | -621,176 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
GROSS PROFIT | 65,720 | 397,850 | 472,171 | 875,693 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling and marketing | -61,830 | -374,301 | -594,456 | -351,592 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General and administrative | -91,761 | -555,494 | -698,977 | -266,101 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development | -3,229 | -19,545 | -31,842 | -39,541 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment loss | -13,916 | -84,246 | -806,646 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total operating expenses | -170,736 | -1,033,586 | -2,131,921 | -657,234 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
OPERATING INCOME (LOSS) | -105,016 | -635,736 | -1,659,750 | 218,459 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expenses, net | -2,333 | -14,126 | -9,857 | -15,854 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign exchange losses, net | -18 | -109 | -1,229 | -5,343 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other income (loss), net | -2,230 | -13,500 | 1,581 | 1,078 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME (LOSS) BEFORE INCOME TAX, NON-CONTROLLING INTEREST, AND DISCONTINUED OPERATIONS | -109,597 | -663,471 | -1,669,255 | 198,340 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax benefit (expense) | 4,868 | 29,471 | 52,628 | -37,239 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME (LOSS) FROM CONTINUING OPERATIONS | -104,729 | -634,000 | -1,616,627 | 161,101 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from and on sale of discontinued operations, net of income tax | -45,626 | -276,205 | -56,888 | -144,882 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET INCOME (LOSS) | -150,355 | -910,205 | -1,673,515 | 16,219 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Add: Net loss attributable to non -controlling interest from continuing operations | 559 | 3,387 | -319 | 4,377 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Add: Net loss attributable to non-controlling interest from discontinued operations | ' | ' | 52,668 | 589 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET INCOME (LOSS) ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD. | -149,796 | -906,818 | -1,621,166 | 21,185 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) from continuing operations per share-basic (in CNY and dollars per share) | ($0.64) | -3.85 | -11.1 | 1.16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) from continuing operations per share-diluted (in CNY and dollars per share) | ($0.64) | -3.85 | -11.1 | 1.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) from discontinued operations per share-basic (in CNY and dollars per share) | ($0.28) | -1.68 | -0.03 | -1.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) from discontinued operations per share-diluted (in CNY and dollars per share) | ($0.28) | -1.68 | -0.03 | -1.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average shares used in calculating basic net income (loss) per share (in shares) | 163,942,809 | 163,942,809 | 145,659,940 | 142,939,038 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average shares used in calculating diluted net income (loss) per share (in shares) | 163,942,809 | 163,942,809 | 145,659,940 | 150,432,812 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense included in: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | 12,653 | 76,595 | 95,177 | 33,348 | 439 | 2,658 | 6,286 | 7,286 | 12,077 | 73,108 | 88,019 | 25,220 | 137 | 829 | 872 | 842 |
COMPREHENSIVE INCOME (LOSS) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET INCOME (LOSS) | -150,355 | -910,205 | -1,673,515 | 16,219 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign Translation Adjustments | 205 | -4,299 | 4,401 | -25,698 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TOTAL COMPREHENSIVE LOSS | ($150,150) | -908,966 | -1,669,114 | -9,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | Total | Total | Huang | Ordinary shares | Additional paid-in capital | Additional paid-in capital | Statutory reserves | Warrants | Retained Earnings (Accumulated deficit) | Accumulated other comprehensive income (deficit) | Non-controlling Interest |
In Thousands, except Share data, unless otherwise specified | USD ($) | CNY | CNY | CNY | CNY | Huang | CNY | CNY | CNY | CNY | CNY |
CNY | |||||||||||
Balance at Dec. 31, 2010 | ' | 2,732,993 | ' | 101 | 2,463,238 | ' | 71,759 | ' | 140,672 | 4,181 | 53,042 |
Balance (in shares) at Dec. 31, 2010 | ' | ' | ' | 142,566,976 | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares on exercise of options | ' | 2,796 | ' | 1 | 2,795 | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares on exercise of options (in shares) | ' | ' | ' | 1,914,088 | ' | ' | ' | ' | ' | ' | ' |
Non-controlling interests from acquisitions of subsidiaries | ' | 6,805 | ' | ' | ' | ' | ' | ' | ' | ' | 6,805 |
Share-based compensation | ' | 33,348 | ' | ' | 32,129 | ' | ' | 1,219 | ' | ' | ' |
Appropriation to statutory reserves | ' | 122,199 | ' | ' | ' | ' | 50,440 | ' | -50,440 | ' | ' |
Foreign currency translation adjustment | ' | -31,724 | ' | ' | ' | ' | ' | ' | ' | -31,724 | ' |
Cumulative foreign currency translation adjustment realized upon the disposal of 4 Disposed Businesses | ' | -6,026 | ' | ' | ' | ' | ' | ' | ' | 6,026 | ' |
Net income (loss) | ' | 16,219 | ' | ' | ' | ' | ' | ' | 21,185 | ' | -4,966 |
Balance at Dec. 31, 2011 | ' | 2,766,463 | ' | 102 | 2,498,162 | ' | 122,199 | 1,219 | 111,417 | -21,517 | 54,881 |
Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | 144,481,064 | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares on exercise of options | ' | 7,752 | ' | 1 | 7,751 | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares on exercise of options (in shares) | ' | ' | ' | 1,494,420 | ' | ' | ' | ' | ' | ' | ' |
Non-controlling interests from acquisitions of subsidiaries | ' | 183,677 | ' | ' | -102,036 | ' | ' | ' | ' | ' | 285,713 |
Share-based compensation | ' | 34,971 | 60,206 | ' | 34,971 | 60,206 | ' | ' | ' | ' | ' |
Reclassification of warrants to share options | ' | ' | ' | ' | 1,219 | ' | ' | -1,219 | ' | ' | ' |
Appropriation to statutory reserves | ' | 116,406 | ' | ' | ' | ' | 2,147 | ' | -2,147 | ' | ' |
Foreign currency translation adjustment | ' | -3,357 | ' | ' | ' | ' | ' | ' | ' | -3,357 | ' |
Disposal of subsidiaries | ' | 7,758 | ' | ' | ' | ' | -7,940 | ' | 7,940 | 7,758 | ' |
Net income (loss) | ' | -1,673,515 | ' | ' | ' | ' | ' | ' | -1,621,166 | ' | -52,349 |
Balance at Dec. 31, 2012 | ' | 1,383,955 | ' | 103 | 2,500,273 | ' | 116,406 | ' | -1,503,956 | -17,116 | 288,245 |
Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | 145,975,484 | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disposal of financial controlling interest | ' | -235,664 | ' | ' | ' | ' | ' | ' | ' | ' | -235,664 |
Investment from Summit View | ' | 129,772 | ' | 19 | 129,753 | ' | ' | ' | ' | ' | ' |
Investment from Summit View (in shares) | ' | ' | ' | 30,801,128 | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | ' | 22,826 | 53,769 | ' | 22,826 | 53,769 | ' | ' | ' | ' | ' |
Appropriation to statutory reserves | ' | 80,731 | ' | ' | ' | ' | 1,277 | ' | -1,277 | ' | ' |
Foreign currency translation adjustment | ' | -4,299 | ' | ' | ' | ' | ' | ' | ' | -4,299 | ' |
Deconsolidation of subsidiaries | ' | 3,004 | ' | ' | ' | ' | ' | ' | ' | 5,538 | -2,534 |
Disposal of subsidiaries | ' | -45,435 | ' | ' | ' | ' | -36,952 | ' | 36,952 | ' | -45,435 |
Net income (loss) | -150,355 | -910,205 | ' | ' | ' | ' | ' | ' | -906,818 | ' | -3,387 |
Balance at Dec. 31, 2013 | $65,699 | 397,723 | ' | 122 | 2,706,621 | ' | 80,731 | ' | -2,375,099 | -15,877 | 1,225 |
Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | 176,776,612 | ' | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | |
Cash flows from operating activities | ' | ' | ' | ' |
Net income (loss) | ($150,355) | -910,205 | -1,673,515 | 16,219 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 21,440 | 129,797 | 138,577 | 138,393 |
Accretion of long-term payable balances | 22 | 132 | 4,709 | 17,150 |
Share-based compensation expense | 12,653 | 76,595 | 95,177 | 33,348 |
Bad debt provision | 21,240 | 128,578 | 306,401 | 14,181 |
Foreign exchange losses, net | 18 | 109 | 1,229 | 5,343 |
Impairment losses | 13,916 | 84,246 | 856,696 | 152,580 |
Deferred income tax | -5,295 | -32,054 | -117,517 | -19,855 |
Disposal Loss | 41,226 | 249,567 | 15,908 | ' |
Others | ' | ' | ' | 1,571 |
Changes in operating assets and liabilities: | ' | ' | ' | ' |
Accounts receivable | -10,586 | -64,086 | 17,495 | -67,441 |
Prepaid and other current assets | -9,367 | -56,703 | 64,354 | -335,883 |
Amounts due from related parties | 4,515 | 27,334 | 9,119 | -8,084 |
Other non-current assets | -3,267 | -19,775 | 50,217 | -48,387 |
Accounts payable | 7,018 | 42,484 | 10,097 | 8,561 |
Accrued and other liabilities | 33,802 | 204,625 | 9,697 | 263,222 |
Income tax payable | 1,056 | 6,390 | 51,906 | 43,343 |
Deferred revenue | 2,018 | 12,218 | 122,145 | 62,754 |
Amounts due to related parties | -6,574 | -39,796 | 5,301 | 19,690 |
Net cash provided by (use in) operating activities | -26,520 | -160,544 | -32,004 | 296,705 |
Cash flows from investing activities | ' | ' | ' | ' |
Deposit for restricted cash | 223 | 1,350 | -4,990 | -2,150 |
Placement of term deposits | ' | ' | -42,672 | -58,205 |
Maturity of term deposits | 4,423 | 26,777 | 1,000 | 71,200 |
Purchase of property and equipment | -3,833 | -23,201 | -204,885 | -284,813 |
Prepayment for leasehold improvement | -1,408 | -8,521 | ' | ' |
Proceeds from disposal of property and equipment | 310 | 1,877 | 10,126 | 6,001 |
Purchase of intangible assets | -43 | -260 | -13,411 | -25,932 |
Purchase of subsidiaries (including cash payment in relation to prior acquisitions), net of cash acquired | -621 | -3,760 | -152,235 | -90,917 |
Return of prepayments from cancellation of acquisition agreements | ' | ' | 4,000 | 10,000 |
Cash balance of deconsolidated entities | -510 | -3,085 | ' | ' |
Proceed from disposal of subsidiaries, net off cash balance at disposed entities | 6,556 | 39,685 | -94,109 | -4,481 |
Deposit for leasehold improvements | ' | ' | -30,366 | -65,001 |
Deposit for a long-term lease | ' | ' | ' | -53,000 |
Proceeds from disposal of 21st School | ' | ' | 67,885 | ' |
Proceed from transferring financial assets | 5,783 | 35,000 | ' | ' |
Others | ' | ' | 1,802 | 2,740 |
Net cash provided by (used in) investing activities | 10,880 | 65,862 | -457,855 | -494,558 |
Cash flows from financing activities | ' | ' | ' | ' |
Proceeds from issuance of ordinary shares, net of expenses | 10,358 | 62,706 | ' | ' |
Proceeds from issuing convertible loan | ' | ' | 121,156 | ' |
Proceeds from short-term borrowings | 24,207 | 146,541 | 62,000 | 168,070 |
Proceeds from long-term borrowings | ' | ' | ' | 18,500 |
Repayments of short-term borrowings | -17,859 | -108,111 | -114,070 | -168,070 |
Repayments of long-term borrowings | ' | ' | ' | -71,000 |
Repayments of convertible loan | -3,015 | -18,251 | ' | ' |
Proceeds from issuance of shares upon of exercise of share options | ' | ' | 7,752 | 2,684 |
Capital injection from minority shareholders | ' | ' | ' | 3,600 |
Net cash provided by/(used in) financing activities | 13,691 | 82,885 | 76,838 | -46,216 |
Cash and cash equivalents included in assets held for sale | ' | ' | -11,080 | -288,886 |
Effects of exchange rate changes on cash and cash equivalents | -18 | -109 | -7,559 | -15,450 |
Net change in cash and cash equivalents | -136 | -826 | -142,774 | -318,916 |
Cash and cash equivalents at beginning of year | 29,423 | 178,121 | 320,895 | 639,811 |
Cash and cash equivalents at end of year | 29,287 | 177,295 | 178,121 | 320,895 |
Supplemental disclosure of cash flow information | ' | ' | ' | ' |
Income tax paid | -562 | -3,405 | -10,514 | -10,320 |
Interest paid | -1,460 | -8,838 | -12,477 | -15,179 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' | ' | ' |
Issuance of share options upon exercise of warrants (Note 17) | ' | ' | ' | 1,219 |
Consideration for purchase of building and land use rights offset by amounts due from related parties | ' | ' | ' | 17,407 |
Long-term prepayment offset by outstanding prepaid and other current assets | ' | ' | ' | 66,000 |
Purchase of property, plant and equipment financed by accounts payable and other payables | 2,776 | 16,806 | 15,251 | 21,405 |
Purchase of subsidiaries net-off against prepaid amount | ' | ' | ' | 194,698 |
Purchase of subsidiaries through financing of payables | ' | ' | ' | 109,961 |
Waiver of payables in connection with disposal of subsidiaries | ' | ' | 241,802 | ' |
Outstanding receivables in connection with disposal of subsidiaries | 18,717 | 110,000 | 133,100 | ' |
Consideration receivables from Summit View | $11,079 | 67,066 | ' | ' |
ORGANIZATION_AND_PRINCIPAL_ACT
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | |||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | |||||||
1. ORGANIZATION AND PRINCIPAL ACTIVITIES | ||||||||
a. Background | ||||||||
The accompanying consolidated financial statements include the financial statements of Ambow Education Holding Ltd. (the “Company”), its subsidiaries and variable interest entities (“VIEs”) for which the Company or its subsidiaries are the primary beneficiaries. The Company, its subsidiaries and VIEs are hereinafter collectively referred to as the “Group”. | ||||||||
The Company was incorporated in the Cayman Islands on June 26, 2007. Pursuant to group reorganization in February 2005 and a share exchange agreement in July 2007, the Company became the ultimate parent company of the Group. | ||||||||
In 2008 and 2009, the Group entered into 24 acquisitions, 23 of which are accounted for as business combinations. The other one is an acquisition of operating rights for a fixed period of time, which is accounted for as a prepaid operating lease. The 23 acquisitions involved the Group obtaining control of one or more existing businesses in exchange for cash and/or common stock. Therefore, the Group accounts for them as business combinations using the acquisition method (previously referred to as purchase method) of accounting. | ||||||||
On August 5, 2010, the Company and certain selling shareholders of the Company (the “Selling Shareholders”) completed its initial public offering of 10,677,207 American Depositary Shares (“ADSs”) at US$10.0 per ADS. Each ADS comprises two Class A ordinary shares of the Company. Immediately prior to the completion of the initial public offering (“IPO”), all of the Company’s then outstanding preferred shares automatically converted into an equal number of ordinary shares; and all the 196,731 Series B warrants were exercised at US$0.75 per share to purchase 590,193 ordinary shares on a 1 for 3 share exchange basis. The fair value of the exercised warrants was approximately US$362. | ||||||||
In December 2011, the Company disposed of 5 legal entities, being Xi’an Dragon Continuation School (“Xi’an Tutoring”), Shandong North Resource Information Technology Co., Ltd. and Jinan Prosperous Resource Technology Co., Ltd. (a sub-group of the same business and together referred to as the “Shandong Software Companies”), Guangzhou Modern Olympic Training School (“Guangzhou HP Tutoring”), and Tianjin Yimatong Technology Development Co., Ltd. (“Tianjin Holding”) (together the disposed entities are referred to as the “4 Disposed Businesses”). The transaction has been completed in March 2012. Please refer to Note 25 (a) for details. | ||||||||
On December 30, 2011, the Group signed an agreement to sell 2 legal entities, being Beijing Century College and its 100% owned Beijing Siwa Century Facility Management Co. (together “Beijing Century College Group”), and part of the interest of Beijing 21st Century International School (“21st School”) to Xihua Investment Group (“Xihua Group”). The aforementioned two transactions have been completed in January and March 2012 respectively; by then the Company maintains the control and legal title on 21st School for an additional fifteen years. In April 2013, the Group disposed the remaining operating rights of 21st School. Please refer to Note 25 (b), (c) for details. | ||||||||
In 2011 and 2012, the Group completed 7 and 1 acquisitions, all of which are accounted for as business combinations using the acquisition method (previously referred to as purchase method) of accounting. The 8 acquisitions involved the Group obtaining control of one or more existing businesses in exchange for cash. The Group did not enter into any acquisition during the year ended December 31, 2013. | ||||||||
In the board meeting at December 19, 2012, management proposed and was authorized by the board to explore possible sale of Kunshan Zhouzhuang Taishidian Tourism Scenic Area Development Co., Ltd (“Taishidian Holding”), which holds 70% equity interest of Applied Technology College of Soochow University (“Soochow University”). Taishidian Holding was disposed in July 2013 to Kunshan Venture Investment Limited (“Kunshan Venture”). | ||||||||
On June 3, 2013, the Company issued 30,801,128 Class A Ordinary Shares of the Company to SummitView Investment Limited and SummitView Investment Fund I, L.P. (collectively “SummitView”), in exchange for approximate RMB130,823 (US$21,000). | ||||||||
The Group deconsolidated Tianjin Ambow Huaying Education Technology Co., Ltd., which owns the 100% equity interest in Tianjin Heping Huaying School and Tianjin Ambow Huaying School (collectively “Tianjin Tutoring”) on September 2013, and deconsolidated Guangzhou Zhi Shan Education Technology Co., Ltd. (“Guangzhou ZS Career Enhancement”) and Guangzhou Tianhe Depushi Education Training Center (“Guangzhou DP Tutoring”) on December 2013. Please refer to Note 26 for details. | ||||||||
b. Nature of operations | ||||||||
The Group is a national provider of educational and career enhancement services in the People’s Republic of China (“PRC”). The Group offers a wide range of educational and career enhancement services and products focusing on improving educational opportunities for primary and advanced degree school students and employment opportunities for university graduates. | ||||||||
c. Major subsidiaries and VIEs | ||||||||
As of December 31, 2013, the Company’s major subsidiaries and VIEs include the following entities: | ||||||||
Name | Date of | Place of | Principal activity | |||||
incorporation | Incorporation | |||||||
or establishment | (or establishment) | |||||||
/operation | ||||||||
Subsidiaries | ||||||||
Beijing Ambow Online Software Co., Ltd. (“Ambow Online”) | August 24, 2000 | PRC | Software product and Investment holding | |||||
Ambow Education Co., Ltd. | January 25, 2005 | Cayman Islands | Investment holding | |||||
Ambow Education Ltd. | June 6, 2007 | Cayman Islands | Investment holding | |||||
Ambow Education (Hong Kong) Ltd. | December 17, 2007 | Hong Kong | Investment holding | |||||
Beijing Ambow Chuangying Education and Technology Co., Ltd. | January 18, 2008 | PRC | Investment holding | |||||
Wenjian Gongying Venture Investment Enterprise | July 20, 2009 | PRC | Investment holding | |||||
Ambow (Dalian) Education and Technology Co., Ltd | March 10, 2009 | PRC | Career enhancement and Investment holding | |||||
Ambow Education Management (Hong Kong ) Ltd | November 9, 2009 | Hong Kong | Investment holding | |||||
Ambow Education Management Ltd. | June 6, 2007 | Cayman Islands | Investment holding | |||||
Beijing Ambow Shengying Education and Technology Co., Ltd. | October 13, 2008 | PRC | Investment holding | |||||
Tianjin Ambow Yuhua Software Information Co., Ltd. (“Ambow Yuhua”) | March 31, 2010 | PRC | Software product and Investment holding | |||||
Variable interest entities (“VIEs”) | ||||||||
Beijing Normal University Ambow Education Technology Co., Ltd.( “Ambow Shida”) | July 30, 2004 | PRC | Investment holding | |||||
Shanghai Ambow Education Information Consulting Co., Ltd. (“Ambow Shanghai”) | May 16, 2006 | PRC | Investment holding | |||||
Ambow Sihua Education and Technology Co., Ltd. (“Ambow Sihua”) | April 17, 2007 | PRC | Investment holding | |||||
Suzhou Wenjian Venture Investment Management Consulting Co., Ltd. (“Suzhou Wenjian”) | February 25, 2009 | PRC | Investment holding | |||||
Name | Date of | Place of | Principal activity | |||||
incorporation | Incorporation | |||||||
or establishment | (or establishment) | |||||||
/operation | ||||||||
Subsidiaries of VIEs | ||||||||
Beijing Jinghan Education and Technology Co., Ltd. (“Beijing JH Tutoring”) | January 21, 2009 | PRC | Tutoring | |||||
Hebei Yuanlong Corporate Management Co., Ltd. (“Hebei YL Career Enhancement”) | January 13, 2011 | PRC | Career Enhancement | |||||
Beijing Genesis Education Group (“Genesis Career Enhancement”) | May 1, 2011 | PRC | Career Enhancement | |||||
Beijing Jinghan Taihe Education Technology Co., Ltd. (“Beijing JT Tutoring”) | July 14, 2010 | PRC | Tutoring | |||||
Ambow Jingxue (Beijing) Technology Co., Ltd. | April 15,2011 | PRC | Tutoring | |||||
Changsha Newer Education Consulting Co., Ltd.(“Changsha Career Enhancement”) | September 16, 2002 | PRC | Career Enhancement | |||||
Kunshan Ambow Education Technology Co., Ltd | August 28, 2008 | PRC | Career Enhancement | |||||
Shanghai Hero Further Education Institute | January 9, 2009 | PRC | Career Enhancement | |||||
Beijing Century Passion Consulting Co., Ltd.(“Beijing Century Tutoring”) | 1-Apr-02 | PRC | Tutoring | |||||
Schools of VIEs | ||||||||
Changsha Study School (“Changsha Tutoring”) | June 1, 1984 | PRC | Tutoring | |||||
Beijing Intelligent Training School (“Beijing YZ Tutoring”) | December 30, 1994 | PRC | Tutoring | |||||
Hunan Changsha Tongsheng Lake Experimental School (“Changsha K-12”) | June 18, 1999 | PRC | K-12 School | |||||
Jilin Clever Training School (“Jilin Tutoring”) | May 8, 2000 | PRC | Tutoring | |||||
Shenyang Universe High School (“Shenyang K-12”) | December 8, 2003 | PRC | K-12 School | |||||
Shuyang Galaxy School (“Shuyang K-12”) | November 1, 2008 | PRC | K-12 School | |||||
Beijing Haidian Ambow Xinganxian Training School | March 28, 2005 | PRC | Tutoring | |||||
Beijing Huairou Xinganxian Training School | March 10, 2011 | PRC | Tutoring | |||||
The names of certain schools or companies referred to above represent management’s best effort in translating the Chinese names of these entities as no English names for these entities have been registered. | ||||||||
d. VIE arrangements | ||||||||
VIEs of the Company | ||||||||
PRC regulations restrict foreign owned companies from directly investing in certain businesses providing educational services in PRC. In order to comply with these regulations the Company, through its PRC subsidiaries, the Company has entered into exclusive technical consulting and service agreements (the “Service Agreements”) with a number of VIEs in PRC, which are able to provide such educational services. | ||||||||
The shareholders of the VIEs, through share pledge agreements, have pledged all of their rights and interests in the VIEs, including voting rights and dividend rights, to the Company or its subsidiaries as collateral for their obligation to perform in accordance with the Service Agreements. Further, the shareholders of the VIEs, through exclusive call option agreements, granted to the Company or its subsidiaries an exclusive, irrevocable and unconditional right to purchase part or all of the equity interests in the VIEs for an amount equal to the original cost of their investment should the purchase become permissible under the relevant PRC law. | ||||||||
Through the contractual agreements described above, the following companies: Ambow Shida, Ambow Shanghai, Ambow Sihua and Suzhou Wenjian are considered to be VIEs in accordance with US GAAP for the following reasons: | ||||||||
· Shareholders of the VIEs lack the right to receive any expected residual returns from the VIEs; | ||||||||
· Shareholders of VIEs lack the ability to make decisions about the activities of the VIEs that have a significant effect on their operation; and | ||||||||
· Substantially all of the VIEs’ businesses are conducted on behalf of the Company or its subsidiaries. | ||||||||
Through the equity pledge arrangements, call option agreements and powers of attorney with the shareholders of VIEs, the Company controls decisions in relation to the operations of the VIEs, VIE’s subsidiaries and schools controlled. Specifically, the Company can make the following decisions which most significantly affect the economic performance of the VIEs: | ||||||||
· The Company has the power to appoint the members of the VIE’s board of directors and senior management as a result of the powers of attorney; | ||||||||
· The Company is closely involved in the daily operation of the VIE via appointing management personnel such as VP and other staff to oversee the operation of the VIEs; | ||||||||
· Generally, the VIE’s board of directors and senior management may (1) modify the articles of the schools / centers; (2) approve the department structure of the schools / centers, and (3) approve the division, combination, termination of the schools / centers; | ||||||||
· The principals of the schools are involved in curriculum design, course delivery, hiring teachers, student recruitment, and approving school budgets and monthly spending plan; and | ||||||||
· The principals sign significant contracts on behalf of the schools / training centers such as service arrangement, leasing contract etc. | ||||||||
Further, the Company is also able to make the following decisions that enable it to receive substantially all of the economic returns from the VIEs: | ||||||||
· The Company has the exclusive right to provide management / consulting services to VIEs. Given the Company controls the VIE’s board of directors, the Company has the discretion to set the service fees which enable the Company to extract the majority of the profits from the Company; | ||||||||
· The Company has the right to renew the service contracts indefinitely, which ensures the Company will be able to extract profits on a perpetual basis; and | ||||||||
· The Company sells software products to many of the VIEs’ subsidiaries which also enable the Company to extract profits from the schools / centers. | ||||||||
The Company, either directly or through its subsidiaries, is the primary beneficiary of the VIEs because it holds all the variable interests in the VIEs. As a result, the accounts and operations of the VIEs and their subsidiaries are included in the accompanying consolidated financial statements. | ||||||||
Other than the contractual control arrangements as disclosed, the Group’s officers, directors or shareholders do not have any written or oral agreement with the VIE shareholders. | ||||||||
Subsidiaries of the VIEs | ||||||||
The Company conducts education business in PRC primarily through contractual arrangements among the Group’s subsidiaries in PRC and VIEs. | ||||||||
The Group’s VIEs have power over the activities of subsidiaries (mainly including schools and centers) through their role as the registered sponsors of schools or controlling shareholders of corporate centers. The VIEs control the equity in these schools and are also entitled to the economic benefits from the schools. | ||||||||
The schools and centers, which are controlled by the VIEs, hold the necessary business and education licenses or permits to perform education activities. The schools and centers also sign all significant contracts, including leases, relating to the performance of these activities. | ||||||||
In addition, the responsibilities of the schools and centers, under the direction of the VIEs and Company’s management (through the power invested in them by the VIEs) include the following: | ||||||||
· Providing suitable facilities to house staff and deliver courses to students; | ||||||||
· Designing an appropriate curriculum for the delivery of courses, in accordance with the Ministry of Education, or the MOE stipulations, where applicable; | ||||||||
· Hiring, training and terminating the employment of teachers and other support staff to run the schools and centers; and | ||||||||
· Selecting and recruiting students, in accordance with the Company’s entry requirements and to maximize the usage of capacity. | ||||||||
Based on the nature of schools, the Company has categorized the schools into two categories, and applies the voting interest model when consolidating the schools requiring reasonable returns and applies the VIE model when consolidating the schools not requiring reasonable returns. | ||||||||
For the schools requiring reasonable returns, the VIEs have a 100% equity interest in the schools, which allows them to make key operating decisions on behalf of the schools. Therefore, the Company through the VIEs consolidates the schools applying voting interest model. | ||||||||
According to the Private Education Promotion Law, which regulates the education industry in China, schools not requiring reasonable returns are prohibited from distributing annual dividends. The Company through the VIEs has the power to direct the schools’ most significant activities for as long as the VIEs remain the equity holders of the schools and has the obligation to absorb operating losses and the rights to receive the schools’ expected residual returns. The Company is able to extract profits through technical service agreements / software agreements. Therefore, the Company through the VIEs is the primary beneficiary of the schools not requiring reasonable returns and consolidates them under the VIE model. | ||||||||
Aggregation of VIEs | ||||||||
The Company identifies and aggregates its subsidiaries and VIEs with similar nature for consolidation and reporting purpose. The VIEs and their schools and centers have very similar characteristics and are facing similar kinds/levels of risks: | ||||||||
· The principal business of the VIEs are sponsors of the schools and centers, or the controlling shareholders of the companies which are the sponsors of the schools and centers; | ||||||||
· All the schools of the VIEs require licenses from MOE (or commercial and business regulators if they are registered as companies); | ||||||||
· The schools and centers, in addition to holding the business/education licenses, have to operate by conducting all necessary activities, including but not limited to, acquiring and provisioning of appropriate facilities, hiring and management of teachers and supporting staff, recruitment of students and course/training delivery; | ||||||||
· The schools and centers operated their business in the education industry and hence subject to the regulations and risks associated with the industry; and | ||||||||
· The VIEs, schools and centers are all registered and located in PRC. As such, they are facing similar risks in related to governmental, economic and currency. | ||||||||
In addition, the Company enters into different contractual agreements with the four VIEs but these agreements are of similar format and structure. Therefore, the contract risk, if any, arising from the contractual relationship with the VIEs is also similar. | ||||||||
As a result, the Company considers it is appropriate to, according to ASC 810, aggregate all these VIEs together for reporting in the periodic financial statements. | ||||||||
Risk in relation to the VIE structure | ||||||||
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including those that govern the Group’s VIE contractual arrangements. If the Group’s ownership structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violation, including (i) revoking the business and operating licenses of the Company’s PRC subsidiaries and VIEs; (ii) discontinuing or restricting the operations of any related-party transactions among the Company’s PRC subsidiaries and VIEs; (iii) imposing fines or other requirements with which the Group or the Company’s PRC subsidiaries and VIEs may not be able to comply; (iv) revoking the preferential tax treatment enjoyed by the Company’s PRC subsidiaries and VIEs; (v) requiring the Group or the Company’s PRC subsidiaries and VIEs to restructure the ownership structure or operations. If any of the above penalties is imposed on the Group, the Group’s business operations and expansion, financial condition and results of operations will be materially and adversely affected. | ||||||||
The Company’s operations depend on the VIEs and their respective shareholders to honor their contractual agreements with the Company. All of these agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. The management believes that the VIE agreements are in compliance with PRC law and are legally enforceable. | ||||||||
However, the interpretation and implementation of the laws and regulations in the PRC and their application to the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual agreements. Meanwhile, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to the Company to enforce the contractual arrangements should the VIEs or their shareholders fail to perform their obligation under those arrangements. | ||||||||
In addition, if the Company is unable to maintain effective control over its VIEs, the Company would not be able to continue to consolidate the Group’s VIEs’ financial results with its financial results. The Company’s ability to conduct its education business may be negatively affected if the PRC government were to carry out of any of the aforementioned actions. As a result, the Company may not be able to consolidate Ambow Shanghai, Ambow Shida, Ambow Sihua and Suzhou Wenjian, their respective schools and subsidiaries in its consolidated financial statements as it may lose the ability to exert effective control over these entities and their respective schools and subsidiaries and their shareholders, and it may lose the ability to receive economic benefits from these respective entities, schools and subsidiaries. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, the subsidiaries or the VIEs, and believes that the risk of losing the ability to maintain effective control over its VIEs is remote. | ||||||||
Currently there are no contractual arrangements that could require the Company to provide additional financial support to the VIEs. As the Company is conducting its PRC educational and career enhancement services through the VIEs and their subsidiaries, the Company may provide such support on a discretional basis in the future, which could expose the Company to a loss. | ||||||||
Financial information of the VIEs and their subsidiaries/schools: | ||||||||
The combined financial information of the Group’s VIEs and, as applicable, subsidiaries/schools of the Group’s VIEs was included in the accompanying consolidated financial statements of the Group as follows: | ||||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
RMB | RMB | |||||||
Total assets | 2,822,537 | 1,654,036 | ||||||
Total liabilities | 1,324,957 | 1,069,031 | ||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Net revenue | 1,001,761 | 1,215,551 | 1,138,521 | |||||
Net loss | (102,892 | ) | (852,927 | ) | (479,323 | ) | ||
The following table sets forth a breakdown of the Group’s cash and cash equivalents by currency denomination and jurisdiction as of December 31, 2013: | ||||||||
US$ | ||||||||
Cayman Island | 147 | |||||||
Hong Kong | 19 | |||||||
Non-VIEs in PRC | 1,152 | |||||||
Total US$ | 1,318 | |||||||
The following table sets forth cash and cash equivalents held by the Group’s VIEs and non-VIE in PRC as of December 31, 2013 | ||||||||
RMB | ||||||||
VIEs in PRC | 168,487 | |||||||
Non-VIEs in PRC | 829 | |||||||
Total RMB | 169,316 |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
GOING CONCERN | ' |
GOING CONCERN | ' |
2. GOING CONCERN | |
Liquidity and Capital Resources | |
The Group incurred a net loss of RMB1,673,515 and RMB910,205 for the years ended December 31, 2012 and 2013, respectively, which included a non-cash impairment charge of RMB1,136,936 related to provision of receivables, and the write-down of receivables, fixed assets, goodwill and intangible assets in 2012, and a non-cash impairment charge of RMB 605,544, related to the provision of receivables, disposal loss of subsidiaries, and loss on de-consolidation of certain subsidiaries in 2013. The Group’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to reduce or eliminate its net losses for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses in line with revenue forecasts, the company may not be able to achieve profitability. | |
The Group’s principal sources of liquidity have been cash generated from operating activities and financing activities. As of December 31, 2013, the Group had RMB177,295 in unrestricted cash and cash equivalents. The Group’s cash and cash equivalents consist of cash on hand and liquid investments that are unrestricted as to withdrawal or use, have maturities of three months or less and are placed with banks and other financial institutions. As of December 31, 2013, the Group had RMB168,487 in unrestricted cash and cash equivalents from our VIEs. The Group’s consolidated current liabilities exceeded its consolidated current assets by approximately RMB776,792 as of December 31, 2013. In addition the Group has lease commitment within one year totaling RMB94,086 as of December 31, 2013. | |
Historically, management has addressed liquidity requirements through a series of cost reduction initiatives, debt borrowings and the sale of subsidiaries and other non-performing assets. Management anticipates that the impact from the negative publicity in the media during the past two years may continue to impose formidable challenges for the Group’s businesses in the near term. | |
Management plan and actions | |
Over the past several years, the Group has completed several acquisitions to expand its business and school operations. These exposed the Group to significant risks and uncertainties during the time period of each entity was trying to adapt to the Group’s culture. In the year of 2012, two former employees of the company made allegations of financial impropriety and wrongful conduct in connection with the Group’s prior year acquisitions of training schools. The Audit Committee of the Board of Directors of the Group conducted an internal investigation with the assistance of independent outside counsel to thoroughly review these allegations. Though the result proved that the allegations were not supported by sufficient evidence, the adverse impact on the Group’s business was unavoidable. Impacted by the negative news in media since the start of internal investigation, the Company’s share price has dropped and the market halt existed in the first quarter of 2013 with price below US$1. Subsequently, there was an increasing request for fee refund from customers and with a shortage of debt and equity capital, the Group’s revenue and cash flow has been significantly lowered. As a result, management has reassessed the alternative ways to achieve goals of business growth and has instituted a series of initiatives aimed at conserving and generating cash over the next twelve months. | |
(i) On May 1, 2014, the Company signed the Restructuring Agreement with China Education International Holdings Limited (“CEIHL”), which includes a combination of loans and funding by CEIHL and associated entities for approximately RMB299,044 (US$48,000). This amount is intended to return the Company to solvency and provide the onshore business with funding to meet its repayment obligations with respect to the onshore loans falling due, enabling it to continue as a going concern. For more details, refer to Note 30 (1), (2) and (3). | |
(ii) Management is seeking potential buyer for the 23 years lease of the Career Enhancement education facility in Beijing (“Ambow Beijing Campus”), with the carrying amount of RMB 158,961 as of Dec 31, 2013. | |
(iii) Management has obtained financial support commitment from Summit View, which will retain in force for a period of at least twelve months after the date of issuance of the financial statements. | |
(iv) Management has been seeking potential opportunities for disposal of certain entities to achieve positive cash flow. | |
(v) Management would continue on the cost cutting plan, seeking more effectiveness of the business management. | |
During 2013, management implemented a series of measures and continues to evaluate opportunities intended to maintain and develop its business. Such measures included obtaining financing from financial institution other than bank, disposal of non-performing assets, the elimination of executive and employee merit increases, R&D department reductions, and enhancing expense control. The Group has also significantly lowered its spending on capital expenditures and focused on improving the management of its working capital. | |
With the opportunity provided by the Restructuring Agreement, the Group will continue to remain focused on cash flow while accessing a range of strategic options for the purpose of maximizing shareholder value, including the potential sale of certain entities, keep reducing the R&D team size and improving our relationship with our creditors and third parties. | |
Conclusion | |
The Group believes that available cash and cash equivalents and cash provided by operating activities, together with cash available from borrowings and the activities mentioned above, should enable the Group to meet presently anticipated cash needs for at least the next 12 months and the Group has prepared the consolidated financial statements on a going concern basis. However, the Group continues to have ongoing obligations and it expects that it will require additional capital in order to execute its longer-term business plan. If the Group is unable to raise additional capital or encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing the Group’s business development activities, suspending the pursuit of its business plan, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Group will raise additional capital if needed. Other than aforementioned, the Group has not received any commitments for new financing and cannot provide any assurance a new financing will be available to the Group on acceptable terms, if at all. | |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
3. SIGNIFICANT ACCOUNTING POLICIES | ||||||
a. Basis of presentation | ||||||
The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All amounts in the accompanying consolidated financial statements and notes are expressed in Renminbi (“RMB”). Amounts in United States dollars (“US$”) are presented solely for the convenience of readers and use an exchange rate of RMB6.0537, representing the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board as of December 31, 2013. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate. | ||||||
As mentioned in Note 1 (a) and Note 25, Xi’an Tutoring, Shandong Software Companies, Guangzhou HP Tutoring, Tianjin Holding to Beijing Tongshengle Investment Co., Ltd., (“Tongshengle”) have been disposed in 2011. Beijing Century College Group has been disposed in 2012, 21st School and Taishidian Holding have been disposed in 2013, the aforementioned entities have been classified as discontinued operations for the years ended December 31, 2011, 2012 and 2013 respectively. See Note 25 for details of discontinued operations. The results of discontinued operations have been reflected separately in the consolidated statement of operations as a single line item for all periods presented in accordance with U.S. GAAP. | ||||||
b. Comparability due to discontinued operations and reclassification adjustment | ||||||
Certain accounts in the consolidated statements of operations and other comprehensive income (loss) for the years ended December 31, 2011 and 2012, and balances in the consolidated balance sheet as of December 31, 2012 and related notes have been retrospectively adjusted to reflect the effect of assets groups held for sale and discontinued operations. See Note 25 for details of discontinued operations. The results of discontinued operations have been reflected separately in the consolidated statement of operations as a single line item for all periods presented in accordance with U.S. GAAP. | ||||||
Cash flows from discontinued operations for the years ended December 31, 2011, 2012 and 2013 were combined with the cash flows from continuing operations within each of the three categories. | ||||||
c. Use of estimates | ||||||
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. On an on-going basis, the Group evaluates its estimates, including those related to the useful lives of long-lived assets including property and equipment, stock-based compensation, impairment of goodwill and other intangible assets, income taxes, provision for doubtful accounts and contingencies. The Group bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results may differ from these estimates. | ||||||
d. Basis of consolidation | ||||||
All significant inter-company transactions and balances have been eliminated upon consolidation. Non-controlling interests represent the equity interests in the Company’s subsidiaries and VIEs that are not attributable, either directly or indirectly, to the Company. | ||||||
The consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIEs. | ||||||
The Company deconsolidates a subsidiary or derecognizes a group of assets as of the date the Company ceases to have a controlling financial interest in that subsidiary or group of assets.. | ||||||
In 2013, the Group deconsolidated 3 schools, including Tianjin Tutoring, Guangzhou ZS Career Enhancement and Guangzhou DP Tutoring. Details see Note 26. | ||||||
e. Cash and cash equivalents | ||||||
Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. | ||||||
f. Restricted cash | ||||||
Restricted cash relates to cash deposited into banking institutions as a security deposit to enable further borrowings from the bank. | ||||||
g. Term deposits | ||||||
Term deposits consist of bank deposits with an original maturity of between three to twelve months. | ||||||
h. Accounts receivables | ||||||
Accounts receivable mainly represent the amounts due from the customers, distributors, or students of the Company’s various subsidiaries and VIEs. | ||||||
i. Allowance for doubtful accounts | ||||||
An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Doubtful accounts balances are written off and deducted from allowance, when receivable are deemed uncollectible. After all collection efforts have been exhausted and the potential for recovery is considered remote. | ||||||
j. Land use rights | ||||||
Land use rights are recorded at cost less accumulated amortization. Amortization is provided on straight-line basis over the useful life of land use right. | ||||||
k. Property and equipment | ||||||
Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: | ||||||
Buildings | 20 — 40 years | |||||
Motor vehicles | 5 years | |||||
Office and computer equipment | 3 — 5 years | |||||
Leasehold improvements | Shorter of the remaining lease terms or estimated useful lives | |||||
l. Construction in progress | ||||||
Construction in progress represents property and equipment under construction or installation, which is recorded at actual cost. Cost comprises the original cost of equipment, installation costs and construction costs. Borrowing costs on qualifying assets are capitalized as part of the cost of the fixed assets until the assets are ready for their intended use. Construction in progress is transferred to fixed assets when the assets are ready for their intended use, at which time depreciation begins. | ||||||
m. Intangible assets | ||||||
Intangible assets represent software, trade name, student population, corporative agreement, customer relationship, favorable lease, non-compete agreement. The software was initially recorded at historic acquisition costs or cost directly incurred to develop the software during the application development stage that can provide future benefits, and amortized on a straight-line basis over estimated useful lives. | ||||||
Other finite lived intangible assets are initially recorded at fair value when acquired in a business combination, in which the finite intangible assets are amortized on a straight-line basis except student populations and customer relationships which are amortized using an accelerated method to reflect the expected departure rate over the remaining useful life of the asset. The Group reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The intangible assets have original estimated useful lives as follows (See Note 9): | ||||||
Software | 3 years to 5 years | |||||
Student populations | 2.8 years to 15 years | |||||
Customer relationships | 1.8 years to 5.7 years | |||||
Cooperative agreements | 1.3 years to 10 years | |||||
Favorable leases | 0.8 years to 20 years | |||||
Non compete agreement | 3 years to 4.5 years | |||||
Trade names | Indefinite | |||||
The Group has determined that trade names have the continued ability to generate cash flows indefinitely. There are no legal, regulatory, contractual, economic or other factors limiting the useful life of the respective trade names. Consequently, the carrying amounts of trade names are not amortized but are tested for impairment annually in the fourth quarter or more frequently if events or circumstances indicate that the assets may be impaired. Such impairment test consists of a comparison of the fair values of the trade names with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trade names exceed their fair values. | ||||||
The Group performed impairment testing of indefinite-lived intangible assets in accordance with ASU 2012-02, which requires an entity to evaluate events and circumstances that may affect the significant inputs used to determine the fair value of the indefinite-lived intangible assets when performing qualitative assessment. | ||||||
n. Segments | ||||||
The Group evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of a business, the Group evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Group determines if the segments are economically similar and, if so, the operating segments are aggregated. The Group has four operating segments. For further details, see Note 21. | ||||||
o. Goodwill | ||||||
Goodwill represents the future economic benefits arising from other assets acquired in a business combination or an acquisition by an entity that are not individually identified and separately recognized. Goodwill acquired in a business combination is tested for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired with the following two-step process. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. A reporting unit constitutes a business for which discrete profit and loss financial information is available. The fair value of each reporting unit is established using a combination of expected present value of future cash flows. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. | ||||||
Determining when to test for impairment, the Group’s reporting units, the fair value of a reporting unit and the fair value of assets and liabilities within a reporting unit, requires judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparable. The Group bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. | ||||||
Significant changes in the economic characteristics of components or reorganization of an entity’s reporting structure can sometimes result in a re-assessment of the affected operating segment and its components to determine whether reporting units need to be redefined where the components are no longer economically similar. | ||||||
Future changes in the judgments and estimates underlying the Group’s analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units and could result in additional impairment of goodwill. | ||||||
p. Impairment of long-lived assets | ||||||
The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. | ||||||
q. Revenue recognition | ||||||
The Group’s revenue is primarily generated from delivering educational programs and services and sales of software products. The Group’s customers include mainly students attending classes at its own schools, training centers or college; students attending classes run by the Group’s cooperative partners; corporate clients attending the Group’s outbound and management training classes; and distributors whom the Group sells its software products or services to. | ||||||
Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, service is performed and collectability of the related fee is reasonably assured. Revenues presented in the consolidated financial statements represent revenues from educational programs and services, and sales of software products. If any of the aforementioned criteria are not met, the Group defers the recognition of revenue until all criteria are met. | ||||||
Educational programs and services | ||||||
Educational programs and services primarily consist of primary and secondary curriculum education, university curriculum education, tutoring programs that supplement primary and secondary curriculum education and career enhancement and other corporate training programs that are provided directly or indirectly to customers, where the Group is responsible for delivery of the programs and services. The Group normally collects tuition fee up front and the students consume the learning hours they bought along with a set courses schedule or upon their own decision. Tuition fees is generally paid in advance and is initially recorded as deferred revenue and is amortized and recognized as revenue along with the students consuming pace. For the curriculum education programs, the tuition revenue, including accommodation, is recognized on a straight-line basis over the length of the course, which is typically over a period of a semester. For tutoring programs, tuition revenue is recognized on a straight-line basis over the period during which tutoring services are provided to students. Educational materials revenue, which is immaterial and has not been disclosed separately, relates to the sales of books, course materials, course notes for which the Group recognizes revenue when the materials have been delivered to students. | ||||||
Educational programs and services also include programs offered online which could be accessed through a username and password. Career enhancement services such as CCEP, CBS and the Career GPS System are offered to students and other customers either directly or through sales to distributors. Collection of these service offerings is also initially recorded as deferred revenue and is amortized and recognized as revenue on the percentage the required services delivered or on a straight-line basis over the length of the course, which are typically one to three months. | ||||||
Following are the deferred revenue balances by segments as of December 31, 2012 and 2013. | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Career Enhancement | 49,376 | 32,606 | ||||
K-12 | 36,116 | 42,573 | ||||
Tutoring | 404,611 | 459,738 | ||||
Total | 490,103 | 534,917 | ||||
The Group treats service contracts with multiple deliverable elements as separate units of accounting for revenue recognition purposes and recognizes revenue on a periodic basis during the contract periods when each deliverable service was provided. Since the contract price is for all the deliverables under the contract, the Group allocates the contract price among all the deliverables at the inception of the arrangement on the basis of their relative selling prices according to the following selling price hierarchy. The Group uses (a) vendor-specific objective evidence of selling price, if it exists; otherwise, (b) third-party evidence of selling price. If neither (a) nor (b) exists, the Group uses (c) management’s best estimate of the selling price for that deliverable. | ||||||
Sales of software products | ||||||
Software product revenues relate to revenues from the sale of educational compact disks (“CDs”) either directly to students or through distributors and sales of educational content downloaded through the Internet. Major software products sold includes Bopo English and the Group’s Practice and Training Platform. The sales arrangements do not include post customer support services and the Group does not provide customers with upgrades. The Group recognizes revenue for these products sold to students when delivery has occurred based on purchase orders, contracts or other documentary evidence, provided that collection of the resulting receivable is reasonably assured. | ||||||
The Group recognizes revenue from sales to distributors with a proven historical payment record as described below for the relevant service or product. If collectability cannot be reasonably assured, especially for sales to distributors for which no historical payment record exists, revenue starts to be recognized upon the collection of cash attributable to the revenue. | ||||||
Ambow Online, Ambow Yuhua, and Shandong Software Companies, Suzhou Yisi Chuangyi Technology Co., Ltd. (“Suzhou Career Enhancement”), which are the companies from which the Group sells its software products, are each subject to 17% value added tax (“VAT”) for the revenues from software products sold in the PRC. Companies that fulfill certain criteria set by the relevant authorities including developing their own software products and registering the software product with the relevant authorities in the PRC are entitled to a refund of VAT equivalent to the excess of VAT paid over 3% of net revenues. | ||||||
For all years presented, Ambow Online and the Shandong Software Companies have met these criteria and therefore were entitled to the VAT refund. Ambow Yuhua has met these criteria and was entitled to the VAT refund since 2011. | ||||||
The Group has adopted gross presentation for VAT, by which VAT is included in revenues and cost of revenues, because the Group considers its VAT obligation and its entitlement to VAT refund as one integrated preferential VAT policy. | ||||||
In 2012, management gradually suspended the sales of software products, and in 2013, no software products were sold. | ||||||
r. Cost of revenues | ||||||
Cost of revenues for educational programs and services primarily consist of teaching fees and performance-linked bonuses paid to the teachers, rental payments for the schools and learning centers, depreciation and amortization of property, equipment and land use rights used in the provision of educational services, costs of educational materials. | ||||||
Cost of revenues for software products primarily consists of raw material costs of compact disks and packaging and license fees. The Group recorded costs incurred duplicating the computer software, documentation, and training materials from the product masters and for physically packaging the product for distribution, and these relative costs incurred were charged to cost of sales when revenue from the sale of those units was recognized. The license fee was charged to cost of revenues over the license period on a straight-line basis. | ||||||
s. Leases | ||||||
Operating lease | ||||||
Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Minimum lease payments, including scheduled rent increases, made under operating leases are charged to the consolidated statements of operations and other comprehensive income (loss) on a straight-line basis over the lease term. Contingent rentals are excluded from minimum lease payments, and are recognized as expense when the achievement of the specified target is considered probable. | ||||||
Capital lease | ||||||
When the lease term is equal to 75 percent or more of the estimated economic life of the leased property, the lease is classified as a capital lease, where the lessee assumes substantially all the benefits and risks of ownership. The depreciation is calculated on a straight-line basis over the estimated useful lives of leased property. | ||||||
In a capital lease, assets and liabilities are recorded at the amount of the lesser of (a) the fair value of the leased asset at the inception of the lease or (b) the present value of the minimum lease payments (excluding executing costs) over the lease term. Recorded assets are depreciated over their estimated useful lives. During the lease term, each minimum lease payment is allocated between a reduction of the obligation and interest expense to produce a constant periodic rate of interest on the remaining balance of the obligation. | ||||||
t. Research and development | ||||||
Research and development expenses comprise of (a) payroll, employee benefits, and other headcount-related costs associated with the development of online education technology platforms and courseware, and (b) outsourced development costs. Except for costs related to internal use software and website development costs, the Group expenses all other research and development costs when incurred for the years presented. | ||||||
i) Software to be sold, leased or marketed | ||||||
Costs incurred for the development of online education technology platforms and courseware, prior to the establishment of technological feasibility, are expensed when incurred. Once an online education technology platform or courseware has reached technological feasibility with a proven ability to operate in the market, all subsequent online education technology platform or courseware development costs are capitalized until the product is available for general release. Technical feasibility is evaluated on a product-by-product basis, but typically encompasses technical design documentation. | ||||||
ii) Internal use software | ||||||
The Group expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing software. Direct costs incurred to develop the software during the application development stage that can provide future benefits are capitalized. | ||||||
Capitalized internal use software and website development costs are included in intangible assets. | ||||||
u. Advertising costs | ||||||
The Group expenses advertising costs as incurred. Total advertising expenses of continuing operations were RMB138,825, RMB284,483 and RMB 74,380 for the years ended December 31, 2011, 2012 and 2013, respectively, and have been included as part of selling and marketing expenses. | ||||||
v. Foreign currency translation and transactions | ||||||
The Group uses RMB as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands, Hong Kong and the British Virgin Islands is the US$, while the functional currency of the other entities in the Group is the RMB. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use US$ as their functional currency, has been translated into RMB. Assets and liabilities are translated from each subsidiary’s functional currency at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the statement of shareholders’ equity and comprehensive income. | ||||||
Foreign currency transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are remeasured at the applicable rates of exchange in effect at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from remeasurement at year-end are recognized in foreign currency exchange gain/loss, net on the consolidated statement of operations. | ||||||
w. Foreign currency risk | ||||||
The RMB is regulated by the PRC government and is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of PRC, controls the conversion of RMB into foreign currencies. Limitations on foreign exchange transactions imposed by the PRC government could cause future exchange rates to vary significantly from current or historical exchange rates. Further, the value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the PRC Foreign Exchange Trading System market. | ||||||
x. Fair value of financial instruments | ||||||
Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, borrowings and amounts due from and due to related parties. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. In addition, accounts payable arising from school acquisitions are determined based on the incremental borrowing rate discounted using the effective interest method. | ||||||
y. Net income (loss) per share | ||||||
Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their respective participating rights. All of the preferred shares of the Company are participating securities on a fixed basis. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the convertible preferred shares (using the if-converted method) and ordinary shares issuable upon the exercise of outstanding share options (using the treasury stock method). Ordinary share equivalents are excluded from the computation of the diluted net income per share in years when their effect would be anti-dilutive. Ordinary shares equivalent are also excluded from the calculation in loss periods, as their effects would be anti-dilutive. | ||||||
z. Income taxes | ||||||
Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or all of the deferred tax assets will not be realized. Income taxes are provided for in accordance with the laws of the relevant taxing authorities. | ||||||
aa. Uncertain tax positions | ||||||
The Group adopted the guidance on accounting for uncertainty in income taxes, which prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Group’s uncertain tax positions and determining its provision for income taxes. The Group establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Group believes that certain positions might be challenged despite its belief that its tax return positions are in accordance with applicable tax laws. The Group adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation, or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties where applicable. See Note 18 (c) for additional information. For the years ended December 31, 2011, 2012 and 2013, the Group did not have any material interest and penalties associated with tax positions. See Note 18 for details of the Group’s tax position as of December 31, 2013. | ||||||
bb. Comprehensive income | ||||||
U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of other comprehensive income or loss consist solely of foreign currency translation adjustments. | ||||||
cc. Share-based compensation | ||||||
The Group grants share options/warrants to its employees, directors and non-employees. The Group measures the cost of employee services received at the grant-date using the fair value of the equity instrument issued net of an estimated forfeiture rate, and therefore only recognizes compensation costs for those shares expected to vest over the service period of the award. The Group records stock-based compensation expense on a straight-line basis over the requisite service period, generally ranging from one year to four years. | ||||||
Cost of services received from non-employees is measured at fair value at the earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided. To the extent the Group recognizes any cost of service prior to the time the non-employees complete their performance, any interim measurements that the Group makes during the performance period are made at the then current fair values of equity instruments at each of those interim financial reporting dates. | ||||||
Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. | ||||||
dd. Business combinations | ||||||
The assets acquired, the liabilities assumed, and any non-controlling interests in the acquiree are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. | ||||||
Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination. | ||||||
Goodwill represents the excess of the fair value of consideration transferred (plus the fair value of the non-controlling interest, if any) over fair value of the net assets acquired (including recognized intangibles). | ||||||
ee. Long-lived assets to be disposed of | ||||||
For a long-lived asset to be disposed of other than by sale the Group continues to be classified as held and used until it is disposed of. When a long-lived asset ceases to be used, the carrying amount of the asset is written down to its salvage value, if any. | ||||||
The Group classifies for a long-lived asset or disposal group to be sold as held for sale in the period in which all six criteria are met: (1) a plan to sell the asset has been committed to by management; (2) the asset can be sold in its current condition; (3) an active plan has been initiated to find a buyer; (4) it is probable that the asset will be sold and the sale will be completed within one year and will qualify as a complete sale; (5) the sales price is reasonable relative to the asset’s current fair value and the entity is actively marketing the asset; and (6) it is unlikely that the plan to sell the asset will be withdraw or changed significantly. | ||||||
A long-lived asset or disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell, and it is presented separately in the balance sheets. Long-lived assets reclassified as held for sale are not depreciated or amortized. The Group accounts for a component of the Group that has been disposed of or is classified as held for sale and has operations and cash flows that can be clearly distinguished from the rest of the Group. Such component is reported as discontinued operations. In the period in which a component has been disposed of or classified as held for sale, the results of operations, including any gain or loss after tax recognized, less applicable income taxes (benefit), for the periods presented are reclassified into line items of income separately from net income (loss) from continuing operations before extraordinary items (if applicable), in the statements of operations and other comprehensive income (loss). | ||||||
For a component of the Group that either has been disposed of or is classified as held for sale, the Group accounted for the result of operations of the component as a discontinued operation when (1) the operations and cash flows of the component have been or will be eliminated from the ongoing operations of the Group as a result of the disposal transaction; and (2) the Group will not have any significant continuing involvement in the operations of the component after the disposal transaction. | ||||||
ff. Loss contingencies | ||||||
An estimated loss contingency is accrued and charged to the consolidated statements of operations and other comprehensive income (loss) if both of the following conditions are met: (1) Information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements. It is implicit in this condition that it must be probable that one or more future events will occur confirming the fact of the loss; (2) The amount of loss can be reasonably estimated. | ||||||
The Group reviews its contingent issues on a timely basis to identify whether the above conditions are met. | ||||||
gg. Recently issued accounting pronouncements | ||||||
In April 2014, the FASB issued ASU No.2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which amends the definition of a discontinued operation in ASC 205-20 and requires entities to disclose additional information about disposal transactions that do not meet the discontinued-operations criteria. ASU 2014-08 provides more decision-useful information to users and to elevate the threshold for a disposal transaction to qualify as a discontinued operation. This Update is effective when all disposals (or classifications as held for sale) of components of an entity and all businesses or nonprofit activities that, on acquisition, are classified as held for sale that occur within annual period beginning on or after December 15, 2014, and interim periods within those years. The Group is currently assessing the impact on its consolidated results of operations or financial position. | ||||||
Recently issued ASUs by the FASB, except for the ones mentioned above, do not have significant impact on the company’s consolidated results of operations or financial position. | ||||||
ACCOUNTS_RECEIVABLE_NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
ACCOUNTS RECEIVABLE, NET | ' | |||||
ACCOUNTS RECEIVABLE, NET | ' | |||||
4. ACCOUNTS RECEIVABLE, NET | ||||||
Accounts receivable, net consisted of the following: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Accounts receivable | 102,490 | 161,829 | ||||
Less: Allowance for doubtful accounts | (34,584 | ) | (113,074 | ) | ||
Accounts receivable, net | 67,906 | 48,755 | ||||
Allowance for doubtful accounts: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Balance at beginning of year | (14,639 | ) | (34,584 | ) | ||
Addition | (24,796 | ) | (78,867 | ) | ||
Written off | 4,851 | 377 | ||||
Balance at end of year | (34,584 | ) | (113,074 | ) | ||
Full provision was provided for amount due from Taishidian Holding amounting to RMB 75,859 as of December 31, 2013, as a result of disposal of Taishidian Holding (see Note 25(c)). This receivable was eliminated in the consolidated financial statements as of December 31, 2012. | ||||||
PREPAID_AND_OTHER_CURRENT_ASSE
PREPAID AND OTHER CURRENT ASSETS, NET | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
PREPAID AND OTHER CURRENT ASSETS, NET | ' | |||||
PREPAID AND OTHER CURRENT ASSETS, NET | ' | |||||
5. PREPAID AND OTHER CURRENT ASSETS, NET | ||||||
Prepaid and other current assets consisted of the following: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Deposits for acquisition (Note i) | 21,998 | 1,174 | ||||
Current portion of prepaid advertising expense | 12,755 | — | ||||
Receivables arising from the termination of arrangements | 12,037 | 9,037 | ||||
Amount due from Xihua Group (Note i & ii) | 75,100 | 49,800 | ||||
Value added tax refundable | 34,879 | 25,012 | ||||
Rental deposits | 28,456 | 26,507 | ||||
Receivable from Zhenjiang operating rights (Note iii) | 35,000 | 35,000 | ||||
Prepaid rental fees | 30,566 | 20,561 | ||||
Staff advances | 8,940 | 14,637 | ||||
Prepaid professional services fees | 1,902 | 1,409 | ||||
Due from former owners | 6,295 | 14,973 | ||||
Prepaid channel and Commission fee | 3,353 | 6,393 | ||||
Amount due from third parties | 3,022 | 9,022 | ||||
Deposit for establishing school | 7,500 | — | ||||
Others | 43,432 | 36,993 | ||||
Total before allowance for doubtful accounts | 325,235 | 250,518 | ||||
Less: allowance for doubtful accounts | (7,500 | ) | (10,962 | ) | ||
Total | 317,735 | 239,556 | ||||
Allowance for doubtful accounts: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Balance at beginning of year | — | (7,500 | ) | |||
Addition | (255,443 | ) | (15,718 | ) | ||
Written off | 247,943 | 12,256 | ||||
Balance at end of year | (7,500 | ) | (10,962 | ) | ||
Written off for the year ended December 31, 2012 and 2013 | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Arising from Subsequent Receivable Transfer Agreements (Note i) | ||||||
Deposits for acquisition | 33,800 | — | ||||
Receivables arising from the termination of arrangements | 16,000 | — | ||||
Amount due from Xihua Group | 76,880 | — | ||||
Other deemed not recoverable | ||||||
Deposits for acquisition | 23,701 | — | ||||
Amount due from Xihua Group (Note ii) | 46,829 | — | ||||
Due from former owners | 27,056 | — | ||||
Others | 23,677 | 12,256 | ||||
Total | 247,943 | 12,256 | ||||
(Note i) Due to uncollectable deposits for terminated contracts and worse financial position of debtors, in March 2013, the Group entered into a Receivable Transfer Agreement to Suzhou Qingrun Guarantee Company Ltd (“Suzhou Qingrun”) to transfer certain receivable amounting to RMB 164,680, in which RMB 161,180 and RMB 3,500 are related to Prepaid and other current assets and Other non-current assets; respectively. Table below summarizes the amount of receivable transferred and consideration allocated based on management’s estimation on the recoverability. As a result, the excess portion of consideration amounting to RMB 126,680 and RMB 3,000 was written off for prepaid and other current assets and other non-current assets as of December 31, 2012, respectively. The total consideration of RMB 35,000 has been collected in the year 2013. | ||||||
As of December 31, 2012 | ||||||
Amount | Consideration | |||||
transferred | allocated | |||||
RMB | RMB | |||||
Prepaid and other current assets: | ||||||
Deposits for acquisition | 40,000 | 6,200 | ||||
Receivables arising from the termination of arrangements | 19,000 | 3,000 | ||||
Amount due from Xihua Group | 102,180 | 25,300 | ||||
Other non-current assets | 3,500 | 500 | ||||
Total | 164,680 | 35,000 | ||||
(Note ii) As of December 31, 2012, the original amounts due from Xihua Group was RMB 198,809, among which RMB 102,180 has been transferred in 2013(see Note (i)) with consideration allocated of RMB 25,300. As of December 31, 2012, the payable balance recorded by a subsidiary prior to its acquisition by the Group with indemnity by Xihua Group amounted to RMB 49,800, therefore, no provision was made for the indemnity. As a result, the total recoverable receivable is RMB 75,100, and the remaining balance was deemed not recoverable and was fully written off as of December 31, 2012. As of December 31, 2013, the consideration has been collected, and the remaining indemnity balance was RMB 49,800, which was still outstanding as of the date of issuance of the financial statements | ||||||
(Note iii) The balance represented the prepaid operating rights to the Zhenjiang Foreign Language School and Zhenjiang International School. The Group started a negotiation of returning the operating right back to the original owner Zhenjiang Education Investment Center in the third quarter of 2011. As a result, the prepaid operating rights have been reclassified as receivable since then. As of December 31, 2012 and 2013, the payable balance to Zhenjiang Foreign Language School amounted to RMB36,770 and RMB36,770, respectively; therefore, no provision was made. As of the date of issuance of the financial statements, the negotiation was still in progress. | ||||||
CONSIDERATION_RECEIVABLE_NET
CONSIDERATION RECEIVABLE, NET | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
CONSIDERATION RECEIVABLE, NET | ' | |||||
CONSIDERATION RECEIVABLE, NET | ' | |||||
6. CONSIDERATION RECEIVABLE, NET | ||||||
Consideration receivables consisted of the following: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Receivables resulting from disposals (Note 25 (a)) | 14,000 | 14,000 | ||||
Due from Summitview Investment Limited (Note i) | — | 67,066 | ||||
Due from Taishidian Holding (Note iii) | — | 66,894 | ||||
Receivable resulting from disposal of Taishidian Holding (Note ii) | — | 234,500 | ||||
Sub-total | 14,000 | 382,460 | ||||
Less: allowance for doubtful accounts (Note ii & iii) | (200 | ) | (191,594 | ) | ||
Total | 13,800 | 190,866 | ||||
(Note i) The balance represented the outstanding consideration receivable from SummitView related to the issuance of 30,801,128 Class A Ordinary Shares of the Company (see Note 15). | ||||||
(Note ii) On July 25, 2013, the Group entered in a letter for intent with Kunshan Venture to transfer the equity interest of Taishidian Holding, with consideration of RMB 234,500, which is still subject to further negotiation and approval from the local government as of the date of issuance of the financial statements. The legal title of Taishidian Holding has been transferred to Kunshan Venture in July 2013, and the Group has no continuing involvement in Taishidian Holding since that. Management assessed the recoverable value with best estimation to be approximately RMB 110,000. Bad debt provision of RMB 124,500 was provided for the excessive portion and was included in the disposal loss (See Note 25.d (6). | ||||||
(Note iii) Full provision was provided for amount due from Taishidian Holding of RMB 66,894 as of December 31, 2013, as a result of disposal of Taishidian Holding (see Note 25(c)). This receivable was eliminated in consolidated financial statements as of December 31, 2012. | ||||||
PROPERTY_AND_EQUIPMENT_NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
PROPERTY AND EQUIPMENT, NET | ' | |||||
PROPERTY AND EQUIPMENT, NET | ' | |||||
7. PROPERTY AND EQUIPMENT, NET | ||||||
Property and equipment consisted of the following: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Buildings | 60,890 | 64,263 | ||||
Capital lease of property | 52,133 | 57,324 | ||||
Motor vehicles | 9,400 | 8,436 | ||||
Office and computer equipment | 107,832 | 102,438 | ||||
Leasehold improvements | 198,656 | 192,539 | ||||
428,911 | 425,000 | |||||
Less: accumulated depreciation | (116,606 | ) | (158,401 | ) | ||
Add: construction in progress | 716 | 716 | ||||
Total | 313,021 | 267,315 | ||||
For the year ended December 31, 2012, the Group recorded an impairment loss of RMB 130,545 on its property and equipment due to the decline of business. The impairment was mostly related to Dalian Career Enhancement (“Dalian Xiwang”) and Guangzhou ZS Career Enhancement of the Career Enhancement segment based on the impairment test by the management assisted with an independent valuation specialist adopting income approach. For the year ended December 31, 2013, the Group recorded an impairment loss of RMB 313 on its leasehold improvement due to it was occupied by one deconsolidated subsidiary (See Note 26).There was no impairment loss for the year ended December 31, 2011. | ||||||
For the years ended December 31, 2011, 2012 and 2013, depreciation expenses of continuing operations were RMB 37,495, RMB 67,333 and RMB 62,815, respectively, which were recorded in cost of revenues, selling and marketing expenses and general and administrative expenses. | ||||||
The capital leases of properties mainly represented long term prepaid lease of Ambow Beijing campus and Shenyang K-12 School of which the original amounts were RMB 45,324 and RMB 12,000 respectively. The inception dates of the capital leases were March 1, 2012 and December 30, 2010 respectively. As at December 31, 2012 and 2013, the accumulated depreciations were RMB 2,554 and RMB 4,822 respectively. For the years ended December 31, 2011, 2012 and 2013, depreciation expenses were RMB 600, RMB 1,804 and RMB 2,268 respectively and recorded in cost of revenues. | ||||||
As of December 31, 2013, the Group is in the process of applying for the building ownership certificates for certain buildings with a total net carrying value of approximately RMB38,090. |
LAND_USE_RIGHTS_NET
LAND USE RIGHTS, NET | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
LAND USE RIGHTS, NET | ' | |||||
LAND USE RIGHTS, NET | ' | |||||
9. INTANGIBLE ASSETS, NET | ||||||
Intangible assets consisted of the following: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Gross carrying amount | ||||||
Trade name | 150,292 | 131,608 | ||||
Student populations | 82,440 | 66,090 | ||||
Software | 93,203 | 91,352 | ||||
Customer relationship | 7,390 | 7,390 | ||||
Cooperative agreement* | 5,263 | 5,230 | ||||
Favorable lease | 63,237 | 63,237 | ||||
Non-compete agreement | 3,188 | 3,188 | ||||
405,013 | 368,095 | |||||
Less: Accumulated amortization | ||||||
Trade name | — | — | ||||
Student populations | (62,295 | ) | (55,975 | ) | ||
Software | (60,181 | ) | (71,659 | ) | ||
Customer relationship | (2,235 | ) | (3,272 | ) | ||
Cooperative agreement* | (1,346 | ) | (2,021 | ) | ||
Favorable lease | (10,652 | ) | (13,786 | ) | ||
Non-compete agreement | (198 | ) | (302 | ) | ||
(136,907 | ) | (147,015 | ) | |||
Intangible assets, net | ||||||
Trade name | 150,292 | 131,608 | ||||
Student populations | 20,145 | 10,115 | ||||
Software | 33,022 | 19,693 | ||||
Customer relationship | 5,155 | 4,118 | ||||
Cooperative agreement* | 3,917 | 3,209 | ||||
Favorable lease | 52,585 | 49,451 | ||||
Non-compete agreement | 2,990 | 2,886 | ||||
268,106 | 221,080 | |||||
*In connection with the acquisitions completed in 2009 and 2011, the Group identified certain cooperative agreements as intangible assets, which were entered into by the sellers prior to the acquisitions. These cooperative agreements offer the Group the right to be affiliated with certain reputable universities in PRC. | ||||||
For the year ended December 31, 2012, the Group recorded an impairment loss related to trade name of RMB 188,835 and related to software of RMB 2,781 on its intangible assets due to the negative publicity in media. The impairment loss on intangible asset related to 21st School during the year ended December 31, 2012, amounting to RMB 15,928, was reclassified to discontinue operation. The impairment was mostly related to Tutoring and Career Enhancement segments based on the impairment test adopting income approach. There was no impairment loss for the year ended December 31, 2013 and 2011, respectively. | ||||||
Amortization expenses for intangible assets of continuing operations amounted to RMB 49,043, RMB 34,274 and RMB 27,767 for the years ended December 31, 2011, 2012 and 2013, respectively, of which RMB 16,560, RMB 14,265, and RMB 10,222 are included in cost of sales and the remaining is included in general and administrative expenses. Based on the current amount of intangible assets subject to amortization, the estimated amortization expenses for each of the future annual periods is as follows: 2014: RMB 19,983, 2015: RMB 11,757, 2016: RMB 9,276, 2017: RMB 4,916, 2018: RMB 4,907 and cumulatively thereafter: RMB 38,633. | ||||||
For the years ended December 31, 2011, 2012 and 2013, the Group capitalized certain internal use software development costs of continuing operations totaling approximately RMB 9,973, RMB 13,369, and RMB nil, respectively. The estimated useful life of costs capitalized is evaluated for each specific project as four- five years. For the years ended December 31, 2011, 2012 and 2013, the amortization of capitalized costs amounted to approximately RMB 10,007, RMB 12,645, and RMB 11,729, respectively, and have been included as part of general and administrative expenses and research and development expenses. | ||||||
Land Use Right | ' | |||||
LAND USE RIGHTS, NET | ' | |||||
LAND USE RIGHTS, NET | ' | |||||
8. LAND USE RIGHTS, NET | ||||||
Land use rights consisted of the following: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Land use rights | 2,218 | 2,218 | ||||
Less: accumulated amortization | (149 | ) | (193 | ) | ||
Land use rights, net | 2,069 | 2,025 | ||||
Amortization expenses for land use rights of continuing operations amounted to RMB 52, RMB 44 and RMB 44 for the years ended December 31, 2011, 2012 and 2013, respectively, and are recorded in cost of revenues and general and administrative expenses. | ||||||
Based on the current land use rights held, future amortization expenses of continuing operations are estimated to be RMB 44 per year for each of the next five years through December 31, 2018. |
INTANGIBLE_ASSETS_NET
INTANGIBLE ASSETS, NET | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
INTANGIBLE ASSETS, NET | ' | |||||
INTANGIBLE ASSETS, NET | ' | |||||
9. INTANGIBLE ASSETS, NET | ||||||
Intangible assets consisted of the following: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Gross carrying amount | ||||||
Trade name | 150,292 | 131,608 | ||||
Student populations | 82,440 | 66,090 | ||||
Software | 93,203 | 91,352 | ||||
Customer relationship | 7,390 | 7,390 | ||||
Cooperative agreement* | 5,263 | 5,230 | ||||
Favorable lease | 63,237 | 63,237 | ||||
Non-compete agreement | 3,188 | 3,188 | ||||
405,013 | 368,095 | |||||
Less: Accumulated amortization | ||||||
Trade name | — | — | ||||
Student populations | (62,295 | ) | (55,975 | ) | ||
Software | (60,181 | ) | (71,659 | ) | ||
Customer relationship | (2,235 | ) | (3,272 | ) | ||
Cooperative agreement* | (1,346 | ) | (2,021 | ) | ||
Favorable lease | (10,652 | ) | (13,786 | ) | ||
Non-compete agreement | (198 | ) | (302 | ) | ||
(136,907 | ) | (147,015 | ) | |||
Intangible assets, net | ||||||
Trade name | 150,292 | 131,608 | ||||
Student populations | 20,145 | 10,115 | ||||
Software | 33,022 | 19,693 | ||||
Customer relationship | 5,155 | 4,118 | ||||
Cooperative agreement* | 3,917 | 3,209 | ||||
Favorable lease | 52,585 | 49,451 | ||||
Non-compete agreement | 2,990 | 2,886 | ||||
268,106 | 221,080 | |||||
*In connection with the acquisitions completed in 2009 and 2011, the Group identified certain cooperative agreements as intangible assets, which were entered into by the sellers prior to the acquisitions. These cooperative agreements offer the Group the right to be affiliated with certain reputable universities in PRC. | ||||||
For the year ended December 31, 2012, the Group recorded an impairment loss related to trade name of RMB 188,835 and related to software of RMB 2,781 on its intangible assets due to the negative publicity in media. The impairment loss on intangible asset related to 21st School during the year ended December 31, 2012, amounting to RMB 15,928, was reclassified to discontinue operation. The impairment was mostly related to Tutoring and Career Enhancement segments based on the impairment test adopting income approach. There was no impairment loss for the year ended December 31, 2013 and 2011, respectively. | ||||||
Amortization expenses for intangible assets of continuing operations amounted to RMB 49,043, RMB 34,274 and RMB 27,767 for the years ended December 31, 2011, 2012 and 2013, respectively, of which RMB 16,560, RMB 14,265, and RMB 10,222 are included in cost of sales and the remaining is included in general and administrative expenses. Based on the current amount of intangible assets subject to amortization, the estimated amortization expenses for each of the future annual periods is as follows: 2014: RMB 19,983, 2015: RMB 11,757, 2016: RMB 9,276, 2017: RMB 4,916, 2018: RMB 4,907 and cumulatively thereafter: RMB 38,633. | ||||||
For the years ended December 31, 2011, 2012 and 2013, the Group capitalized certain internal use software development costs of continuing operations totaling approximately RMB 9,973, RMB 13,369, and RMB nil, respectively. The estimated useful life of costs capitalized is evaluated for each specific project as four- five years. For the years ended December 31, 2011, 2012 and 2013, the amortization of capitalized costs amounted to approximately RMB 10,007, RMB 12,645, and RMB 11,729, respectively, and have been included as part of general and administrative expenses and research and development expenses. | ||||||
GOODWILL
GOODWILL | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
GOODWILL | ' | |||||||||||
GOODWILL | ' | |||||||||||
10. GOODWILL | ||||||||||||
The changes in the carrying amount of goodwill by segment for the years ended December 31, 2012 and 2013 were as follows: | ||||||||||||
Better Schools | Better Jobs | |||||||||||
K-12 | Career | |||||||||||
Tutoring | Schools | Subtotal | Enhancement | Consolidated | ||||||||
RMB | RMB | RMB | RMB | RMB | ||||||||
Balance as of January 1, 2012 | 454,900 | 135,769 | 590,669 | 409,075 | 999,744 | |||||||
Goodwill acquired during the year(Note 23 (8)) | 70,580 | — | 70,580 | — | 70,580 | |||||||
Goodwill impairment (Note (i)) | (99,343 | ) | — | (99,343 | ) | (345,244 | ) | (444,587 | ) | |||
Foreign currency translation adjustments | (754 | ) | (239 | ) | (993 | ) | (352 | ) | (1,345 | ) | ||
Balance as of December 31, 2012 | 425,383 | 135,530 | 560,913 | 63,479 | 624,392 | |||||||
Goodwill balance deconsolidated (Note 26) | (87,308 | ) | — | (87,308 | ) | (5,838 | ) | (93,146 | ) | |||
Foreign currency translation adjustments | (4,956 | ) | (2,947 | ) | (7,903 | ) | (963 | ) | (8,866 | ) | ||
Balance as of December 31, 2013 | 333,119 | 132,583 | 465,702 | 56,678 | 522,380 | |||||||
Note (i) In light of the following changed fact and circumstances, which indicated a potential impairment loss on the goodwill of reporting units. The internal investigation (see Note 30(3)) influenced the Group’s financing activity, whereas the operating activities were affected by the decline of software sales business. Due to lack of financing, the Group suspended its investment plan which was not anticipated in the 2011 impairment assessments. The Group therefore performed an impairment analysis for the reporting units as of September 30, 2012. The Group performed the first step of its goodwill impairment test and determined the carrying value of the reporting units exceeded their fair value. The fair value of the reporting units was estimated using a discounted cash flow method. The valuation technique is based on a number of estimates and assumptions, including the projected future cash inflow from the reporting units, appropriate discount rates in the range from 16% to 17% and terminal growth rate of 3% and etc. Having determined that the goodwill was potentially impaired, the Group began performing the second step of the goodwill impairment analysis which involved calculating the implied fair value of the goodwill by allocating the fair value of the reporting units to all of their assets and liabilities other than goodwill and comparing the residual amount to the carrying value of goodwill. Accordingly, the Group recorded impairment losses of RMB 478,710 against the goodwill allocated to the reporting units for the year ended December 31, 2012. The impairment loss on goodwill related to 21st School during the year ended December 31, 2012, amounting to RMB 34,122, was reclassified to discontinue operation. There was no impairment loss for the year ended December 31, 2013. | ||||||||||||
OTHER_NONCURRENT_ASSETS_NET
OTHER NON-CURRENT ASSETS, NET | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
OTHER NON-CURRENT ASSETS, NET | ' | |||||
OTHER NON-CURRENT ASSETS, NET | ' | |||||
11. OTHER NON-CURRENT ASSETS, NET | ||||||
Other non-current assets consisted of the following: | ||||||
As of December 31 | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Prepaid long-term lease (Note (i)) | 111,087 | 119,864 | ||||
Deposit for training centers under construction (Note (ii)) | 30,366 | 30,366 | ||||
Prepaid leasehold improvement maintenance fee (Note (ii)) | 23,376 | 20,092 | ||||
Prepayment for new training base project (Note (ii)) | 65,609 | 65,609 | ||||
Long-term receivable from ChanganXindi Electronics Company | — | 4,000 | ||||
Others | 8,269 | 9,441 | ||||
Less: Allowance for doubtful accounts(Note (iii)) | — | (65,609 | ) | |||
Other non-current assets, net | 238,707 | 183,763 | ||||
Note (i) As of December 31, 2013, the balance included prepaid long-term lease of land portion of Ambow Beijing Campus with original amount of RMB 128,717and prepaid long-term lease of a new Career Enhancement education facility in Guangzhou (“Ambow Guangzhou Campus”) with original amount of RMB 59,206, respectively. The lease of building portion of Ambow Beijing Campus was classified as property as result of meeting criteria of capital lease. The lease of Ambow Beijing Campus and Ambow Guangzhou Campus started in 2012. | ||||||
For the year ended December 31, 2013, the Group recorded an impairment loss of RMB 1,180 on its prepaid long-term lease due to it was occupied by one deconsolidated subsidiary (see Note 26), who had been physically using the lease. | ||||||
For the year ended December 31, 2012,the Group recognized impairment of RMB 55,825due to the decline of business. There was no impairment loss for the year ended December 31, 2011. | ||||||
For the years ended December 31, 2011, 2012 and 2013, amortization expenses of continuing operations was RMB nil, RMB 5,666 and RMB5,388, respectively. | ||||||
Note (ii) In the year 2012, the Group entered into an agreements with a third party contractor to build 39 new training centers. Pursuant to these agreements, the Group paid to the third party contractor a deposit of approximately RMB 54,870 and 12 training centers with cost of approximately RMB 24,504 were delivered to the Group as of December 31, 2012. No training centers were delivered to the Group in the year 2013. | ||||||
In the year 2012, the 8 year’s maintenance service of certain acquired training centers was provided by the same third party contractor with cost of RMB 26,267. The accumulated amortization of the maintenance service cost was RMB 2,891 and RMB 6,175 as of December 31, 2012 and 2013, respectively. | ||||||
Note (iii) The balance represents the prepayment for establishing a new training base in Tianjin Campus of RMB 65,609, which required material capital commitment to be incurred. Considering the Group’s tight cash situation, management considered it did not have adequate capacity to fulfill the capital commitment. As a result, the Group provided full allowance on the balance for doubtful accounts as at December 31, 2013 due to the uncertain recoverability. |
ACCRUED_AND_OTHER_LIABILITIES
ACCRUED AND OTHER LIABILITIES | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
ACCRUED AND OTHER LIABILITIES | ' | |||||
ACCRUED AND OTHER LIABILITIES | ' | |||||
12. ACCRUED AND OTHER LIABILITIES | ||||||
Accrued and other liabilities consisted of the following: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Business tax, VAT and others | 90,908 | 72,953 | ||||
Accrued payroll and welfare | 80,126 | 63,430 | ||||
Current portion of consideration payable for acquisitions | 15,270 | 14,354 | ||||
Payable balance with indemnity by Xihua Group (Note 5(ii)) | 49,800 | 49,800 | ||||
Accrual for rental | 38,688 | 38,473 | ||||
Professional service fees payable | 21,824 | 39,231 | ||||
Amounts due to cooperating partners | 16,908 | 15,116 | ||||
Payable to Zhenjiang Foreign Language School (Note 5(iv)) | 36,770 | 36,770 | ||||
Receipt in advance | 11,906 | 6,506 | ||||
Due to former owners(Note i) | 2,856 | 5,747 | ||||
Others | 35,305 | 73,429 | ||||
Total | 400,361 | 415,809 | ||||
(Note i)The balance included the amounts due to former owners of subsidiaries who were no longer classified as the Group’s related parties (See Note 24). | ||||||
SHORTTERM_BORROWINGS
SHORT-TERM BORROWINGS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
SHORT-TERM BORROWINGS | ' | |||||||
SHORT-TERM BORROWINGS | ' | |||||||
13. SHORT-TERM BORROWINGS | ||||||||
Short-term borrowings consisted of the following: | ||||||||
As of December 31 | ||||||||
2012 | 2013 | |||||||
Maturities | RMB | RMB | ||||||
Unsecured short-term bank loans | April 2013 to July 2013 | 60,000 | — | |||||
Secured short-term borrowingsfrom third party | April 2014 to May 2014 | — | 50,000 | |||||
Unsecured short-term borrowingsfrom third parties | February 2014 to December 2014 | — | 20,800 | |||||
Unsecured short-term borrowings from individuals | July 2013 to November 2014 | — | 27,630 | |||||
Total Short-term borrowings | 60,000 | 98,430 | ||||||
As of December 31, 2013, secured short-term loans consisted of the following loans: | ||||||||
· RMB 50,000 was secured by pledge of 100% equity of Beijing Jinghan Yingcai Education Technology Co., Ltd. (“Jinghan Yingcai”), which is wholly owned by Ambow Sihua. | ||||||||
The weighted average interest rate of short-term bank loans outstanding was 6.87%per annum as of December 31, 2012 and was 20.23% per annum for the borrowings outstanding from third parties and individuals as of December 31, 2013. The fair values of the short-term loans approximate their carrying amounts. The weighted average short-term borrowings for the years ended December 31, 2013 and 2012 was RMB 66,049 and RMB 23,781, respectively. | ||||||||
The short-term borrowings incurred interest expenses for the years ended December 31, 2011, 2012 and 2013 amounting to RMB 4,685, RMB 4,365 and RMB 6,533, respectively. There was neither capitalization as additions to construction in progress nor guarantee fees for each of three years ended December 31, 2013. | ||||||||
As of the date of the issuance of the financial statements, RMB 78,630 of the above short-term borrowings has been overdue for repayment , which was still outstanding. | ||||||||
CONVERTIBLE_LOAN
CONVERTIBLE LOAN | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
CONVERTIBLE LOAN | ' | |||||||
CONVERTIBLE LOAN | ' | |||||||
14. CONVERTIBLE LOAN | ||||||||
On June 12, 2012 and October 24, 2012, the Group finalized a loan agreement amounting to RMB 125,710 (US$ 20,000)(“Loan Agreement”) with International Finance Corporation (“IFC”), in which IFC granted the Group a convertible loan (“IFC Loan”). IFC may at its option convert a minimum of $1,000 or its integral multiple of IFC Loan in whole or in part, at any time prior to the fifth anniversary of the date of the first disbursement of the IFC Loan, into Class A Ordinary Shares at the conversion price of $10, subject to dilution protection adjustment and registration or an exemption from registration under the Securities Act. | ||||||||
IFC Loan bears variable rate of 4.5% per annum above 6-monthLIBOR, subject to step down provision as follow: | ||||||||
(i) Within 12 months from the date of the Loan Agreement, 3.5% for future IFC Loan interest payments if the Borrower’s ADSs trade at an average trading price of US$7.0 or above for any 3 consecutive months period; and | ||||||||
(ii) At any time prior to the fifth anniversary of the date of the first disbursement of the IFC Loan, 3% for future IFC Loan interest payments if the Borrower’s ADSs trade at an average trading price of US$ 12.0 or above for any 4 consecutive months period. | ||||||||
The IFC loan was disbursed to the Group on October 22, 2012, with repayment schedule of 2 equal semi-annual installments starting on November 15, 2017. The IFC Loan was not allowed to pay back in advance of the payment schedule. On April 29, 2013, the Company signed an Amendment Agreement with IFC, pursuant to which, the disbursed IFC loan will be repaid based on an agreed schedule before September 30, 2013. On the third payment date, specified as at June 30, 2013, the Company failed to pay principal and interest, which triggered one of the Default Events defined in the Loan Agreement. The Company accrued a penalty interest on the amount of the payment due and unpaid with 2% per annum above the interest rate. As of December 31, 2013, the penalty interest of RMB 1,082 was recognized and still outstanding for paying by the date of issuance of the financial statements. | ||||||||
Management has determined that the conversion feature embedded in the convertible loan should not be bifurcated and accounted for as a derivative, since the embedded conversion feature is indexed to the Company’s own stock and would have been classified in shareholders’ equity if it were a free-standing derivative instrument. | ||||||||
Since the conversion price of the IFC Loan exceeds the market price of the Company’s ordinary shares on the date of issuance, no portion of the proceeds from the issuance was accounted for as the beneficial conversion feature, and was treated solely as a liability since the embedded conversion feature has no intrinsic value and accordingly does not meet the requirements of an equity component. Costs incurred by the Company that were directly attributable to the issuance of IFC Loan amounting to approximately RMB 3,432(US$567), were deferred over loan period and being charged to the consolidated statements of operations and other comprehensive loss using the effective interest rate method. The front fee paid to IFC amounting to RMB 4,924, were deferred over loan period and being treated as debt discount deducting the proceeds at inception and accretion during the loan period with effective interest method. The amortization of front fee was nil and RMB 4,881 for the years ended December 31, 2012 and 2013, respectively. | ||||||||
Management further determined that the interest rate change feature (“IRCF”) embedded in the convertible loan is required to be bifurcated and accounted for as a derivative asset. The fair value of the IRCF as of issuance date was RMB 369 (US$61) and bifurcated from the Loan of RMB 121,074 (US$20,000) and included in debt discount, which is amortized over the loan period, using the effective interest rate method. The fair value of the IRCF decreased to RMB 181 (US$28) and RMB170 (US$28) as of December 31, 2012 and 2013, respectively. The change in the fair value of the embedded derivative assets was recognized as interest expense from revaluation of embedded derivative in the consolidated statements of operations and comprehensive income (loss). | ||||||||
The Convertible loan as of December 31, 2012 and 2013 are summarized in the following table: | ||||||||
As of December 31 | ||||||||
2012 | 2013 | |||||||
RMB | RMB | |||||||
Principal IFC loan | 125,710 | 102,905 | ||||||
Unamortized discount | (4,554 | ) | — | |||||
Net carrying amount | 121,156 | 102,905 | ||||||
In connection with the Loan Agreement, the Company signed a registration rights agreement, which requires a liquidated damages in the amount of 0.5% of the aggregate outstanding principal amount of the IFC Loan for each 30 day period subject to a liquidated damages cap of 6.0% of the aggregate outstanding principal amount of the IFC Loan, should the Company fail to comply with the following significant terms: | ||||||||
(i) Requires registration statement to be declared effective within 30 days of disbursement of the IFC Loan in the event there are no SEC comments, and within 90 days of disbursement of the IFC Loan in the event there are SEC comments (the “Effectiveness Deadline”). | ||||||||
(ii) Requires the Company to maintain the effectiveness of the registration statement until the earlier of (a) the date when all registrable securities have been resold, (b) the date when all registrable securities may be resold under Rule 144 without regard to information, volume or manner of sale requirements or (c) the date one year after the IFC Loan is converted into ordinary shares. | ||||||||
On September 17, 2013, the outstanding IFC C Loan principal of US$17,000, along with applicable interest, was indirectly assigned to CEIHL by IFC. On May 15, 2014, the IFC C Loan has been amended and restated under the Second Amended and Restated Loan Agreement, which was one of the associated agreements to implement the core parts of the Restructuring Agreement (See Note 30 (3)). | ||||||||
Pursuant to the Amendment and Restatement Agreement to the Loan Agreement signed on May 13, 2014 (see Note 30 (3)), the Registration Rights Agreement was terminated and that no party to the Registration Rights Agreement will have any liability in respect of any breach of that agreement on or before the effective date, which is defined as the date of the discharge of the Joint Provisional Liquidators (“the JPLs”) in accordance with the Restructuring Agreement. As of December 31, 2013, no such liability was accrued accordingly. | ||||||||
ORDINARY_SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2013 | |
ORDINARY SHARES | ' |
ORDINARY SHARES | ' |
15. ORDINARY SHARES | |
Upon completion of the Company’s initial public offering (“IPO”) in August 2010, 7,500,000 American depositary shares (“ADSs”) were issued through the IPO, and the selling share holders offered an additional 3,177,207 ADSs. Each ADS represents two Class A ordinary shares, par value US$0.0001 per share. 80,755,877 Class B Ordinary shares were issued upon conversion of all convertible preferred shares at a par value of US$0.0001 per share. | |
Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for the following: | |
(i) Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible to one Class A ordinary share at any time; and | |
(ii) Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. | |
Upon any sale, pledge, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an affiliate of such holder or an affiliate of the Company, such Class B Ordinary Shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares without payment of additional consideration. | |
As of December 31, 2011 there were 49,088,096 and 95,392,968 Class A and Class B ordinary shares issued and outstanding, respectively. | |
In 2012, there were 1,494,420 Class A ordinary shares issued and 4,786,125 Class B ordinary shares converted to Class A ordinary shares. As of December 31, 2012, there were 55,368,641 and 90,606,843 Class A and Class B ordinary shares issued and outstanding, respectively. | |
On June 3, 2013, the Company consummated the transactions provided for in a share purchase agreement dated April 28, 2013, an amendment to share purchase agreement as of May 24, 2013 and a supplementary agreement dated May 31, 2013 (collectively “Summit View SPA”), between the Company and Summit View, regarding the issuance and sale of 30,801,128 Class A Ordinary Shares of the Company to Summit View for a total purchase consideration of approximately RMB 130,923 (US$ 21,000) and the Company has received approximately RMB 62,706 (US$ 10,000) with RMB 68,217 (US$ 11,000) outstanding by the end of 2013. | |
As of December 31, 2013, there were 86,169,769 and 90,606,843 Class A and Class B ordinary shares issued and outstanding, respectively. | |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2013 | |
WARRANTS | ' |
WARRANTS | ' |
16. WARRANTS | |
In July 2011, the Company granted 500,000 warrants to one of the consultants to purchase 500,000 Class A ordinary shares of the Company in exchange for services provided. Compensation cost was recognized based upon the fair value on the grant date. See Note 17 for additional information. In 2012 the consultant joined in the company as senior management, therefore this amount was combined in share-based compensation. | |
SHARE_BASED_COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
SHARE BASED COMPENSATION | ' | |||||||||||||||||||||||||
SHARE BASED COMPENSATION | ' | |||||||||||||||||||||||||
17. SHARE BASED COMPENSATION | ||||||||||||||||||||||||||
2005 Share Incentive Plan | ||||||||||||||||||||||||||
On February 4, 2005, the Group adopted the 2005 Share Incentive Plan, or the “2005 Plan”, under which the Group may grant options to purchase up to 1,500,000 ordinary shares of the Company to its employees, outside directors and consultants. The Board of Directors subsequently raised the number of options to be granted to 20,282,353 shares on November 14, 2008. Following the Company’s IPO, the Company no longer grants any awards under the 2005 plan. However, the 2005 plan will continue to govern the terms and conditions of any outstanding awards previously granted there under. In the event that any outstanding option or other right for any reason expires, is cancelled, or otherwise terminated, the shares allocable to the unexercised portion of the 2005 Plan or other right shall again be available for the purposes of the 2005 Plan. | ||||||||||||||||||||||||||
An individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any parent or subsidiary of the Company shall not be eligible for designation as an optionee or purchaser unless: | ||||||||||||||||||||||||||
(i) the per share exercise price shall be not less than 110% of the fair market value per share on the date of grant; | ||||||||||||||||||||||||||
(ii) the purchase price shall be not less than 100% of the fair market value per share on the date of grant; and | ||||||||||||||||||||||||||
(iii) in the case of an Incentive Shares Option (“ISO”), such ISO by its terms is not exercisable after the expiration of five years from the date of grant. | ||||||||||||||||||||||||||
The 2005 Plan was approved and will terminate automatically 10 years after its adoption, unless terminated earlier at the Board of Directors’ discretion. Option awards are granted with an exercise price determined by the Board of Directors; those option awards generally vest based on 4 years of continuous service and expire in 10 years. | ||||||||||||||||||||||||||
2010 Equity Incentive Plan | ||||||||||||||||||||||||||
On June 1, 2010, the Group adopted the 2010 Equity Incentive Plan, or the “2010 Plan”, which became effective upon the completion of the IPO on August 5, 2010. The 2010 Plan allows the Company to offer a variety of incentive awards to employees, outside directors and consultants. Under the plan, the Group may grant up to 19,000,000 Class A ordinary shares of the Company to its employees, outside directors and consultants, plus (i) any shares that, as of the completion of the IPO, have been reserved but not issued pursuant to awards granted under the 2005 Plan and are not subject to any awards granted there under, and (ii) any shares subject to awards granted under the 2005 Plan that expire or otherwise terminate without having been exercised in full, and shares issued pursuant to awards granted under the 2005 Plan that are forfeited to or repurchased by the Company, with the maximum number of shares to be added to the 2010 Plan pursuant to clauses (i) and (ii) above equal to 10,000,000 Class A ordinary shares; provided, however, that there shall be an annual increase on the first day of each fiscal year beginning with the 2011 Fiscal Year, in an amount equal to the least of (i) 25,000,000 Class A ordinary shares, (ii) 5% of the outstanding Class A ordinary shares on the last day of the immediately preceding fiscal year or (iii) such number of Class A ordinary shares determined by the Board of Directors. In the event that any outstanding option or other right for any reason expires, is cancelled, or otherwise terminated, the shares allocable to the unexercised portion of the 2010 Plan or other right shall again be available for the purposes of the 2010 Plan. | ||||||||||||||||||||||||||
The 2010 Plan was approved by the Board of Directors and shareholders, and will terminate automatically 10 years after its adoption, unless terminated earlier at the Board of Directors’ discretion. The exercise price will not be less than the fair market value of the Company’s ordinary shares on the date of grant and the term may not exceed 10 years. In the case of an ISO granted to an employee of the Company or any parent or subsidiary of the Company who, at the time the ISO is granted, owns stock representing more than 10% of the voting power of all classes of shares of the Company or any parent or subsidiary, the exercise price shall be no less than 110% of the fair market value on the date of grant, and the term of the ISO shall be no less than 5 years from the date of grant. | ||||||||||||||||||||||||||
Warrants | ||||||||||||||||||||||||||
In 2011, the Company granted 500,000 warrants to one of the senior management to purchase 500,000 Class A ordinary shares of the Company. The warrant awards vest on a quarterly basis over one year continuous service period, and will expire after eighteen months after the date of grant. The exercise price per share is RMB 19.01, which was the fair market value of the Company’s ordinary shares on the date of Board of Director’s approval. The aggregate intrinsic value of warrants outstanding and exercisable was RMB 1,679, nil and nil as at December 31, 2011, 2012 and 2013, respectively. The substance of this grant is similar to the grant of an option; this grant was accounted for as share-based compensation under ASC 718. | ||||||||||||||||||||||||||
As of December 31, 2012 and 2013, options granted to employees to purchase 14,109,687 and 11,476,476 shares of ordinary shares and to non-employees to purchase 2,043,625 and 2,043,625 shares of ordinary shares were outstanding, and options to purchase 19,693,783 and 22,326,994 ordinary shares were still available for future grants. It is the Company’s policy to issue new shares upon share option exercise. | ||||||||||||||||||||||||||
A summary of the share option activity as of December 31, 2011, 2012 and 2013 is as follows: | ||||||||||||||||||||||||||
Year ended December 31, 2011 | Year ended December 31, 2012 | Year ended December 31, 2013 | ||||||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | Shares | Weighted | Weighted | Aggregate | Shares | Weighted | Weighted | Aggregate | |||||||||||||||
Average | Average | Intrinsic | Average | Average | Intrinsic | Average | Average | Intrinsic | ||||||||||||||||||
Exercise | Remaining | Value | Exercise | Remaining | Value | Exercise | Remaining | Value | ||||||||||||||||||
Price | Contractual | Price | Contractual | Price | Contractual | |||||||||||||||||||||
Term | Term | Term | ||||||||||||||||||||||||
Outstanding at beginning of year | 18,321,585 | 15.9 | 7.1 | 553,155 | 16,762,302 | 17.25 | 6.5 | 85,750 | 16,153,312 | 18.3 | 5.9 | 29,114 | ||||||||||||||
Granted | 992,700 | 32.91 | — | (12,449 | ) | 2,205,250 | 20.76 | — | — | — | — | — | — | |||||||||||||
Exercised | (1,914,088 | ) | 1.47 | — | 36,433 | (1,494,420 | ) | 5.12 | — | 5,856 | — | — | — | — | ||||||||||||
Forfeited or expired | (637,895 | ) | 27.73 | — | — | (1,319,820 | ) | 24.75 | — | — | (2,633,211 | ) | 20.98 | — | 54,430 | |||||||||||
Outstanding at end of year | 16,762,302 | 17.25 | 6.5 | 85,750 | 16,153,312 | 18.3 | 5.9 | 29,114 | 13,520,101 | 16.89 | 4.54 | 10,940 | ||||||||||||||
Exercisable at end of year | 11,733,255 | 12.66 | 5.8 | 113,896 | 12,963,768 | 16.25 | 5.4 | 29,112 | 13,201,305 | 16.72 | 4.46 | 10,940 | ||||||||||||||
Expected tovested | 119,485 | 26.09 | 7.2 | — | ||||||||||||||||||||||
A summary of unvested options under the employee share option plan as of December 31, 2013, and changes during the year then ended is presented as follows: | ||||||||||||||||||||||||||
Year ended December 31, 2013 | ||||||||||||||||||||||||||
Shares | Weighted Average | |||||||||||||||||||||||||
Grant-date fair value | ||||||||||||||||||||||||||
Unvested at January 1, 2013 | 3,484,919 | 11.91 | ||||||||||||||||||||||||
Granted | — | — | ||||||||||||||||||||||||
Vested | 1,702,797 | 11.24 | ||||||||||||||||||||||||
Forfeited | 1,177,951 | 11.6 | ||||||||||||||||||||||||
Unvested at December31, 2013 | 604,171 | 10.47 | ||||||||||||||||||||||||
Management of the Group is responsible for determining the fair value of options and warrants granted and has considered a number of factors when making this determination, including valuations. With a number of employees exercising their vested options in 2011, the fair values of option and warrants awards to employee were estimated as of the date of grant using the Binomial Pricing model. The Binominal Pricing model typically incorporates a large number of very short time periods to reflect a realistic range of possible prices that a share could achieve over the option’s contractual term, which could result in several hundred total nodes. In addition, various probabilities could be assigned to each node to reflect the impact that a node is expected to have in conjunction with exercise and post-vesting termination assumption. Key inputs used in the Binomial Pricing model including: current stock price, exercise price, contractual life, risk free rate, expected volatility, exercise multiple, and post-vesting forfeit. Expected volatility is estimated based on historical volatility of comparable public companies for the period before the grant date with length commensurate to expected term of the options. The risk free rate is estimated based on the yield to maturity of PRC Sovereign bonds denominated in USD as at the grant date. Exercise multiple is the ratio of fair value of stock over the exercise price as at the time the option is exercises. The post vesting forfeit rate was based on historical statistical data of the Company. Assumptions used in the Binomial Pricing model are presented below: | ||||||||||||||||||||||||||
Year ended | Year ended | |||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||
Risk-free rate of return | 1.2%0~4.40% | 3.2%~3.26% | ||||||||||||||||||||||||
Exercise multiple (applicable to awards granted to employees only) | 2~3 | 2~3 | ||||||||||||||||||||||||
Post-vesting forfeiture rate (applicable to awards granted to employees only) | 3% | 0%~1% | ||||||||||||||||||||||||
Expected term | 1.5~10 | 1.5~10 | ||||||||||||||||||||||||
Volatility rate | 41.00%~50.00% | 47% | ||||||||||||||||||||||||
Weighted average volatility rate | 46.54% | 47% | ||||||||||||||||||||||||
Dividend yield | — | — | ||||||||||||||||||||||||
The Company estimates the forfeiture rate to be 14%, 14% and 19% for the shares options granted as of December 31, 2011, 2012 and 2013, respectively. | ||||||||||||||||||||||||||
The Company recorded share-based compensation expenses of RMB 33,348, RMB 34,971 and RMB 22,826 during the years ended December 31, 2011, 2012 and 2013, respectively, attributed based on a straight-line basis over the requisite service period for the entire award. Total fair values of option and warrants vested were RMB 48,414, RMB 40,075 and RMB 18,936 for employees and RMB 2,015, RMB 1,059 and RMB203 for non-employees during the years ended December 31, 2011, 2012 and 2013, respectively. Weighted average grant date fair values per share are RMB 7.13, RMB 12.42 and nil during the years ended December 31, 2011, 2012and 2013. The Company did not capitalize any of the share-based compensation expenses as part of the cost of any asset during the years ended December 31, 2011, 2012 and 2013. | ||||||||||||||||||||||||||
As of December31, 2013, there was RMB 8,657of total unrecognized compensation expense related to non-vested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 0.71 years. |
TAXATION
TAXATION | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
TAXATION | ' | |||||||
TAXATION | ' | |||||||
18. TAXATION | ||||||||
a. VAT | ||||||||
Ambow Online, Ambow Yuhua, Shandong Software Companies, Suzhou Yisichuangyi Technology Co., Ltd. (“Suzhou Career Enhancement”) are each subject to 17% VAT for the revenues from software products sold in the PRC. Companies that fulfill certain criteria set by the relevant authorities including developing their own software products and registering the software product with the relevant authorities in the PRC are entitled to a refund of VAT equivalent to the excess of VAT paid over 3% of net revenues. | ||||||||
For all years presented, Ambow Online and the Shandong Software Companies have met these criteria and therefore were entitled to the VAT refund. Ambow Yuhua has met these criteria and was entitled to the VAT refund since 2011. For the years ended December 31, 2011, 2012 and 2013, the VAT payable amounted to approximately RMB 10,161, RMB 1,153and RMB 4,920, respectively. | ||||||||
The PRC government implemented a value-added tax reform pilot program, which replaced the business tax with value-added tax on selected sectors in Shanghai effective January 1, 2012, in Beijing effective September 1, 2012, in Tianjin effective December 1, 2012. The value-added tax rate applicable to the subsidiaries and consolidated variable interest entities of the Group in Shanghai, Beijing and Shenzhen is 6% as compared to the 5% business tax rate which was applicable prior to the reform. | ||||||||
b. Business tax | ||||||||
In PRC, business taxes are imposed by the government on the revenues arising from the provision of taxable services, the transfer of intangible assets and the sale of immovable properties in PRC. The business tax rate varies depending on the nature of the revenues. Other than revenues generated from degree oriented educational activities provided by private schools that are accredited to issue diplomas or degree certificates recognized by the Ministry of Education of the PRC which are exempted from business tax, the applicable business tax rate for the Group’s revenues generally ranges from 3% to 5%. Business tax and related surcharges are deducted from revenues before arriving at net revenues. | ||||||||
c. Income taxes | ||||||||
Cayman Islands | ||||||||
Under the current laws of Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gains. In addition, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed. | ||||||||
British Virgin Islands | ||||||||
The Company’s subsidiaries incorporated in the BVI are not subject to taxation. | ||||||||
Hong Kong | ||||||||
Entities incorporated in Hong Kong are subject to Hong Kong profit tax at a rate of 16.5%. | ||||||||
PRC | ||||||||
Significant components of the provision for income taxes on earnings for the years ended December 31, 2011, 2012 and 2013 are as follows: | ||||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Current: | ||||||||
PRC | 53,105 | 58,218 | 2,992 | |||||
Deferred: | ||||||||
PRC | (15,866 | ) | (110,846 | ) | (32,463 | ) | ||
Provision for income tax expenses (benefits) | 37,239 | (52,628 | ) | (29,471 | ) | |||
Corporate entities | ||||||||
In March 2007, the Chinese government enacted the new Corporate Income Tax Law (“CIT Law”), and promulgated the related Implementing Regulations for the PRC Corporate Income Tax Law. The law and regulation came into effect on January 1, 2008. CIT Law, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested enterprises. High and New Technology Enterprises can still enjoy a favorable tax rate of 15%. | ||||||||
CIT Law provides a five-year transitional period for those entities established before March 16, 2007, which enjoyed a favorable income tax rate of less than 25% under the previous income tax laws and rules, to gradually change their rates to 25%. In addition, the Corporate Income Tax Law provides grandfather treatment for enterprises which were qualified as “High and New Technology Enterprises” under the previous income tax laws and were established before March 16, 2007, if they continue to meet the criteria for High and New Technology Enterprises after January 1, 2008. The grandfather provision allows these enterprises to continue to enjoy their unexpired tax holiday provided by the previous income tax laws and rules. | ||||||||
CIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise, or FIE to its immediate holding company outside of PRC. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong or other jurisdiction that have a tax treaty or arrangement with PRC and the FIE’s immediate holding company satisfies the criteria of beneficial owner as set out in Circular Guoshuihan [2009] No. 601. Such withholding income tax was exempted under the previous income tax laws and rules. On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued a circular which stated that FIEs that generate earnings in or after 2008 and distribute those earnings to foreign investors should pay the withholding tax. As stipulated in the CIT Law, if the earnings of a tax resident enterprise are distributed to another tax resident enterprise, the withholding tax can be exempted. According to CIT Law and CIT Implementing Regulations, a tax resident enterprise is an entity incorporated in the PRC, or incorporated outside the PRC but its “place of effective management” is in the PRC. The Company assessed and concluded that it does not satisfy the definition of a tax resident enterprise. The Company has further determined that its FIEs in PRC will not declare any dividend should the withholding tax on dividends be applied. Accordingly, the Company did not record any withholding tax on the retained earnings of its FIEs in PRC for the years ended December 31, 2011, 2012 and 2013. | ||||||||
Ambow Online was recognized as a “Software Enterprise” and a “High and New Technology Enterprises”, and was exempted from income tax on its profits for 2008 and 2009, and is subject to a 50% reduction in income tax rate from 2010 to 2012.Applicable tax rate for Ambow Online is 12.5% from 2010 to 2012. As a High and New Technology Enterprise, Ambow Online is eligible to enjoy a preferential tax rate of 15% since 2013, but such preferential tax treatment is subject to the tax authority’s annual inspection. The “High and New Technology Enterprises” certificate of Ambow Online would be expired in 2014, and the Company has no intention to renew the certificate, Ambow Online will be subject to an income tax rate of 25% since 2014. | ||||||||
During the years ended December 31, 2011, 2012 and 2013, the aggregate amount and per share effect of the tax holidays are as follows: | ||||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
The aggregate amount of tax holidays | (59,580 | ) | — | — | ||||
The aggregate effect on basic and diluted net income per share: | ||||||||
- Basic | (0.42 | ) | — | — | ||||
- Diluted | (0.40 | ) | — | — | ||||
Private schools and colleges | ||||||||
For the Group’s companies providing education services they are taxed as corporate enterprises as referred to above. Private schools or colleges operated for reasonable returns they are subject to income taxes at 25% after January 1, 2008 but are sometimes subject to deemed amounts or rates of income tax to be determined by the relevant tax authorities. In certain cities, schools that were registered as requiring reasonable returns were subject to income tax of between 1.75% to 4.0% on gross revenue or a fixed tax amount. | ||||||||
CIT Law includes specific criteria that need to be met by an entity to qualify as a not-for-profit organization in order to be exempted from corporate income tax. In November 2009, the MOF and SAT jointly issued the “Circular on Management Issues Concerning Not-for-Profit Organizations’ Eligibility for Tax Exemption”. This circular set out further clarification of the requirements for not-for-profit organizations, and stipulated that only not-for-profit organizations certified jointly by finance and taxation authorities are entitled to tax exemption, and the circular shall be implemented as of January 1, 2008. However, as of December 31, 2012 the detailed implementation guidance has not been provided to local tax authorities on how to apply these changes to schools and colleges. | ||||||||
The principal components of the Group’s deferred tax assets and liabilities were as follows: | ||||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
RMB | RMB | |||||||
Current deferred tax assets: | ||||||||
Accrued expense | 24,778 | 16,218 | ||||||
Allowance for doubtful accounts | 50,228 | 15,942 | ||||||
Others | — | — | ||||||
75,006 | 32,160 | |||||||
Less: valuation allowance on current deferred tax assets | (59,570 | ) | (21,128 | ) | ||||
Total current deferred tax assets | 15,436 | 11,032 | ||||||
Non-current deferred tax assets: | ||||||||
Tax loss carried forward | 272,361 | 446,569 | ||||||
Impairment of long-lived tangible assets | 33,485 | 33,631 | ||||||
Deferred advertising expense | 25,234 | 19,876 | ||||||
Others | 4,064 | 5,444 | ||||||
335,144 | 505,520 | |||||||
Less: valuation allowance on non-current deferred tax assets | (282,062 | ) | (423,818 | ) | ||||
Total non-current deferred taxes assets, net | 53,082 | 81,702 | ||||||
Non-current deferred tax liabilities: | ||||||||
- Unrecognized valuation surplus and deficit - Acquisition | 121,519 | 103,779 | ||||||
- Unrecognized valuation surplus and deficit - Decrease due to amortization and impairment | (59,782 | ) | (50,939 | ) | ||||
- Tax nondeductible long-lived assets | 46,629 | 67,166 | ||||||
- Tax nondeductible long-lived assets — Decrease due to amortization and impairment | (11,862 | ) | (16,256 | ) | ||||
Total deferred tax liabilities | 96,504 | 103,750 | ||||||
The following represents a roll-forward of the valuation allowance for each of the years: | ||||||||
As of December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Balance at beginning of the year | 13,313 | 42,976 | 341,632 | |||||
Allowance made during the year | 32,668 | 298,656 | 103,314 | |||||
Reversals | (3,005 | ) | — | — | ||||
Balance at end of the year | 42,976 | 341,632 | 444,946 | |||||
Reconciliation between total income tax expense and the amount computed by applying the weighted average statutory income tax rate to income before income taxes is as follows: | ||||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
% | % | % | ||||||
Weighted average statutory tax rate | 25 | % | 25 | % | 25 | % | ||
Tax effect of preferential tax treatments | (30 | )% | — | — | ||||
Tax effect of non-deductible expenses | 5 | % | (2 | )% | (6 | )% | ||
Tax effect of non-taxable income | (1 | )% | — | |||||
Tax effect of tax-exempt entities | 8 | % | (2 | )% | (5 | )% | ||
Previous years unrecognized tax effect | — | (2 | )% | — | ||||
Changes in valuation allowance | 12 | % | (16 | )% | (10 | )% | ||
Effective tax rates | 19 | % | 3 | % | 4 | % | ||
d. Uncertain tax positions | ||||||||
A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows: | ||||||||
As of December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Unrecognized tax benefits, beginning of year | 11,627 | 13,469 | 16,740 | |||||
Increases related to current tax positions | 1,842 | 3,271 | 1,395 | |||||
Decrease due to deconsolidation | — | — | (3,205 | ) | ||||
Unrecognized tax benefits, end of year | 13,469 | 16,740 | 14,930 | |||||
The amounts of unrecognized tax benefits listed above are based on the recognition and measurement criteria of FIN 48, now codified as ASC Topic 740. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of uncertain tax positions may result in liabilities which could be materially different from these estimates. In such an event, the Group will record additional tax expense or tax benefit in the period in which such resolution occurs. The Group does not expect that the position of unrecognized tax benefits will significantly increase or decrease within 12 months of December 31, 2013. | ||||||||
In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to claw back underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities’ tax years from 2007 to 2011 remain subject to examination by the tax authorities. | ||||||||
NET_INCOME_LOSS_PER_SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
NET INCOME (LOSS) PER SHARE | ' | |||||||
NET INCOME (LOSS) PER SHARE | ' | |||||||
19. NET INCOME (LOSS) PER SHARE | ||||||||
The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated: | ||||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Numerator: | ||||||||
Numerator for basic income (loss) from continuing operations per share | 165,478 | (1,616,946 | ) | (630,613 | ) | |||
Numerator for basic loss from discontinued operations per share | (144,293 | ) | (4,220 | ) | (276,205 | ) | ||
Numerator for diluted income (loss) from continuing operations per share | 165,478 | (1,616,946 | ) | (630,613 | ) | |||
Numerator for diluted loss from discontinued operations per share | (144,293 | ) | (4,220 | ) | (276,205 | ) | ||
Denominator: | ||||||||
Denominator for basic income (loss) per share weighted average ordinary shares outstanding | 142,939,038 | 145,659,940 | 163,942,809 | |||||
Denominator for diluted income (loss) per share weighted average ordinary shares outstanding | 150,432,812 | 145,659,940 | 163,942,809 | |||||
Basic income (loss) per share- continuing operations | 1.16 | (11.10 | ) | (3.85 | ) | |||
Basic loss per share- discontinued operations | (1.01 | ) | (0.03 | ) | (1.68 | ) | ||
Diluted income (loss) per share- continuing operations | 1.1 | (11.10 | ) | (3.85 | ) | |||
Diluted loss per share- discontinued operations | (1.01 | ) | (0.03 | ) | (1.68 | ) | ||
Basic net income per share is computed using the weighted average number of the ordinary shares outstanding during the period. Diluted net income per share is computed using the weighted average number of ordinary shares and ordinary share equivalents outstanding during the period. For the years ended December 31, 2011, 2012 and 2013, no warrants or preferred shares that were anti-dilutive and excluded from the calculation of diluted net income per share. Approximately 9.3 million shares, 11.9 million shares and 7.7 million options that were out-of-money, were anti-dilutive and excluded from the calculation of diluted net income per share for the year ended December 31, 2011, 2012 and 2013, respectively. Approximately 4.2 million and 5.8 million options that were in-the-money, were also excluded from the calculation of diluted net loss per share for the years ended December 31, 2012 and 2013, respectively, because both were loss period, and their effects would be anti-dilutive. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |||
Dec. 31, 2013 | ||||
COMMITMENTS AND CONTINGENCIES | ' | |||
COMMITMENTS AND CONTINGENCIES | ' | |||
20. COMMITMENTS AND CONTINGENCIES | ||||
Operating leases | ||||
The Group leases offices and classrooms under operating leases. The terms of substantially all of these leases are ten years or less. Future minimum lease payments under non-cancelable operating leases as of December 31, 2013 were as follows: | ||||
Amount | ||||
RMB | ||||
2014 | 94,086 | |||
2015 | 79,899 | |||
2016 | 52,996 | |||
2017 | 27,458 | |||
2018 | 17,672 | |||
Thereafter | 88,357 | |||
Total | 360,468 | |||
Rent expense for all cancelable and non-cancelable leases were approximately RMB 131,595, RMB 192,315 and RMB 173,342for years ended December 31, 2011, 2012 and 2013, respectively. | ||||
Contingencies | ||||
1) Skillsoft | ||||
In April 2012, Skillsoft Asia Pacific Pty Ltd (“Skillsoft”) filed a statement of claim against the Company in the High Court of the Hong Kong Special Administrative Region Court of First Instance alleging breach of contract. The complaint seeks a declaration that the contract between the Company and Skillsoft remains in full force and effect as well as monetary damages, interest and costs. On 12 December 2013, the Hong Kong court has ordered a summary judgment in favor of Skillsoft for US$0.6 million with interest from October 2011which has been accrued as of December 31, 2012. In addition, Skillsoft filed two claims: a) on June 7, 2013, seeking a payment of approximately RMB 15,575 (US$2,500)for breach of the contract and approximately RMB 12,460(US$2,000) in respect of invoices for pre-paid licensing fees; b) on October 21, 2013 seeking a payment of approximately RMB 12,460 (US$2,000)for breach of the contract. A without prejudice offer for settlement was made on 18 June 2014: the Company pays to Skillsoft the sum of US$0.6 million with interest (US$107 as at 12 June 2014) and costs (estimated at HK$ 388 and yet to be agreed). Subsequently the offer of settlement was not accepted by Skillsoft prior to expiry on 3 July 2014 and has accordingly lapsed. The Company believes that it is still too early to assess the potential outcome of Skillsoft’s claim but intends to defend itself vigorously. | ||||
2) California allegations | ||||
On June 11, 2012, the Company was named as a defendant in a putative securities class action filed in the U.S. District Court for the Central District of California. The complaint also named as defendants current officer of Ambow, Jin Huang, and former officer Paul Chow. On June 22, 2012, a second putative securities class action complaint was filed in the Central District of California against Ambow, Chow and Huang. On November 19, 2012, the Judge issued an order consolidating the two cases and appointing Tianqing Zhang as lead plaintiff. On February 18, 2013, plaintiffs filed a consolidated amended complaint against Ambow and eight individual defendants, sought recovery on behalf of all persons and entities that purchased or otherwise acquired Ambow’s American Depositary Shares on the New York Exchange from the date of its initial public offering on August 5, 2010 through July 5, 2012 for allegedly false and misleading statements concerning Ambow’s operations and financial results in the Company’s public filings with the U.S. Securities and Exchange Commission. On May 3, 2013, plaintiffs filed a second consolidated amended Complaint. On March 17, 2014, plaintiffs filed a third amended complaint asserting the same claims against the same defendants. On March 24, 2014, Judge entered a scheduling order pursuant to which defendants’ motions to dismiss the third amended complaint are due by May 19, 2014. On or around May 12, 2014, counsel for the parties agreed upon the principal terms of a settlement. The settlement provides for a total payment of RMB 9080 (US$ 1,500) by the Company’s insurer to the plaintiff class, in exchange for complete dismissal and release of all claims that were or could have been asserted in the action against the Company and named defendants. | ||||
3) Changsha K-12 | ||||
In February 2013, Changsha K-12 Experimental School was involved in a civil lawsuit in Hunan Province High Court, a cooperation dispute on host right of Changsha K-12 Experimental School, amounting to RMB 168,000 as the plaintiff’s claim. However, since the case was not yet entered into hearing, it was too early to make an estimate of result. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||||
21. SEGMENT INFORMATION | ||||||||||||||||
The Group offers a wide range of educational and career enhancement services and products focusing on improving educational opportunities for primary and advanced degree school students and employment opportunities for university graduates. | ||||||||||||||||
The Group’s chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Group. Based on management’s assessment, the Group has determined that it has four operating segments which are Tutoring, K-12 Schools, Career Enhancement, and Colleges. These four operating segments are also identified as reportable segments. The reportable segments of tutoring and K-12 schools are grouped under the “Better Schools” division because the segments offer programs and education services using a standards-based curriculum that enables students to improve their academic results and educational opportunities. The reportable segments of career enhancement and colleges are grouped under the “Better Jobs” division because the segments offer services and programs that facilitate post-secondary students to obtain more attractive employment opportunities. | ||||||||||||||||
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The CODM evaluates performance based on each reporting segment’s revenues, cost of revenues, and gross profit. The CODM does not review balance sheet information to measure the performance of the reportable segments, nor is this part of the segment information regularly provided to the CODM. Revenues, cost of revenues, and gross profit by segment were as follows. Discontinued operations have been excluded from the segment information for periods presented. | ||||||||||||||||
For the year ended December 31, 2011 | ||||||||||||||||
Better School | Better Job | |||||||||||||||
Tutoring | K-12 | Subtotal | Career | College* | Subtotal | Consolidated | ||||||||||
Enhancement | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||
Net Revenues | 777,969 | 194,557 | 972,526 | 505,202 | 19,141 | 524,343 | 1,496,869 | |||||||||
Cost of revenue | (341,942 | ) | (107,496 | ) | (449,438 | ) | (168,546 | ) | (3,192 | ) | (171,738 | ) | (621,176 | ) | ||
Gross profit | 436,027 | 87,061 | 523,088 | 336,656 | 15,949 | 352,605 | 875,693 | |||||||||
For the year ended December 31, 2012 | ||||||||||||||||
Better School | Better Job | |||||||||||||||
Tutoring | K-12 | Subtotal | Career | College* | Subtotal | Consolidated | ||||||||||
Enhancement | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||
Net Revenues | 773,611 | 191,155 | 964,766 | 310,016 | 2,695 | 312,711 | 1,277,477 | |||||||||
Cost of revenue | (492,088 | ) | (124,342 | ) | (616,430 | ) | (185,698 | ) | (3,179 | ) | (188,876 | ) | (805,306 | ) | ||
Gross profit | 281,523 | 66,813 | 348,336 | 124,318 | (484 | ) | 123,835 | 472,171 | ||||||||
For the year ended December 31, 2013 | ||||||||||||||||
Better School | Better Job | |||||||||||||||
Tutoring | K-12 | Subtotal | Career | College | Subtotal | Consolidated | ||||||||||
Enhancement | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||
Net Revenues | 761,377 | 183,675 | 945,052 | 195,435 | — | 195,435 | 1,140,487 | |||||||||
Cost of revenue | (507,310 | ) | (120,793 | ) | (628,103 | ) | (114,533 | ) | — | (114,533 | ) | (742,637 | ) | |||
Gross profit | 254,067 | 62,882 | 316,949 | 80,902 | — | 80,902 | 397,850 | |||||||||
*Software product sales through Taishidian Holding. | ||||||||||||||||
The Group primarily operates in the PRC. Substantially all the Group’s long-lived assets are located in the PRC. | ||||||||||||||||
PRC_CONTRIBUTION_AND_PROFIT_AP
PRC CONTRIBUTION AND PROFIT APPROPRIATION | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
PRC CONTRIBUTION AND PROFIT APPROPRIATION | ' | |||||||
PRC CONTRIBUTION AND PROFIT APPROPRIATION | ' | |||||||
22. PRC CONTRIBUTION AND PROFIT APPROPRIATION | ||||||||
Full time employees of the Group in the PRC participate in a government-mandated multiemployer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to qualified employees. PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees’ salaries. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; hence, the Group has no further commitments beyond its monthly contributions. The total contributions for such employee benefits were RMB 57,700, RMB 88,655 and RMB 95,216 for the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||
In accordance with the Regulations on Enterprises with Foreign Investment of PRC and their articles of association, the Company’s subsidiaries in the PRC, being foreign invested enterprises established in PRC, are required to provide for certain statutory reserves, namely general reserve, enterprise expansion reserve and staff welfare and bonus reserve, all of which are appropriated from net profit as reported in the Group’s PRC statutory accounts. The Company’s subsidiaries in the PRC are required to allocate at least 10% of their after-tax profits to the general reserve fund until such fund has reached 50% of their respective registered capital. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors of the Company’s subsidiaries. | ||||||||
In accordance with the PRC Company Laws, the Group’s VIEs established in PRC make appropriations from their after-tax profits as reported in their PRC statutory accounts to non-distributable reserves, namely statutory surplus reserve, statutory public welfare reserve and discretionary surplus reserve. The Company’s or its non-school subsidiaries’ VIEs are required to allocate at least 10% of their after-tax profits to the statutory surplus reserve until the reserve reaches 50% of each entity’s registered capital. Appropriation to the statutory public welfare fund is 5% to 10% of their after-tax profits as reported in the PRC statutory accounts. Effective from January 1, 2006, under the revised PRC Company Laws, an appropriation to the statutory public welfare reserve is no longer mandatory. Appropriation to the discretionary surplus reserve is made at the discretion of the board of directors of the VIEs. | ||||||||
In accordance with the Law of Promoting Private Education (2003), the Group’s school subsidiaries in PRC must make appropriations from their after-tax profits as reported in their PRC statutory accounts to non-distributable reserves, namely the education development reserve, which requires annual appropriations of at least 25% of after-tax profits or the increase in net assets of private education schools (as determined under accounting principles generally accepted in the PRC at each year-end) to the statutory reserve. | ||||||||
The following table presents the Group’s appropriations to the general reserve fund, statutory surplus reserve and education development reserve as of December 31, 2012 and 2013: | ||||||||
As of December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
General and statutory surplus reserve | 99,000 | 95,436 | 58,661 | |||||
Education development reserve | 23,199 | 20,970 | 22,070 | |||||
Total | 122,199 | 116,406 | 80,731 | |||||
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
ACQUISITIONS | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
23. ACQUISITIONS | |||||||||||||
The Group did not enter into any acquisition during the year ended December 31, 2013.In 2011 and 2012, the Group entered into 7 and 1 acquisitions, respectively. The following table summarizes the business combinations completed during the years ended December 31, 2011 and 2012. | |||||||||||||
Date of | Purchase | Goodwill | Intangibles | Amortizable | |||||||||
acquisition | price | with | intangibles | ||||||||||
indefinite | |||||||||||||
life | |||||||||||||
RMB | RMB | RMB | RMB | ||||||||||
Entities acquired during the year ended December 31, 2011 | |||||||||||||
-1 | Guangzhou ZS Career Enhancement | 1-Jan-11 | 96,644 | 87,147 | 19,800 | 5,233 | |||||||
-2 | Jinan Wangrong Investment Consulting Co., Ltd (“Jinan WR Career Enhancement”) | 5-Jan-11 | 50,278 | 38,363 | 13,800 | 920 | |||||||
-3 | Hebei YL Career Enhancement | 13-Jan-11 | 89,796 | 74,929 | 14,276 | 4,660 | |||||||
-4 | Chongqing Xiate Technology and Development Co., Ltd (“Chongqing XT Career Enhancement”) | 21-Jan-11 | 34,739 | 26,743 | 9,227 | 310 | |||||||
-5 | Beijing Haidian Xin’ganxian Training School and Beijing Huairou Xin’ganxian Training School (“Beijing XGX Tutoring”) | March 10, 2011 | 34,531 | 27,771 | 6,400 | 1,923 | |||||||
-6 | Genesis Career Enhancement | May 1, 2011 | 53,185 | 39,781 | 19,300 | 5,270 | |||||||
-7 | Beijing JT Tutoring | 12-Jul-11 | 80,000 | 72,495 | — | 10,295 | |||||||
Sub-total | 439,173 | 367,229 | 82,803 | 28,611 | |||||||||
Entities acquired during the year ended December 31, 2012 | |||||||||||||
-8 | Sixteen tutoring centers | 1-Jan-12 | 94,938 | 70,580 | — | 7,700 | |||||||
For the acquisitions completed in 2011 and 2012, the purchase price only consisted of cash consideration. The acquisition date is determined based on the date at which the Group obtained control of the acquiree and the terms of the acquisition were agreed with the seller. Management of the Group is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. | |||||||||||||
The Group will recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period shall not exceed one year from the acquisition date. Further, any associated restructuring costs will be expensed in future periods. Goodwill represents the excess of costs over the fair value of assets and liabilities of businesses acquired. The goodwill acquired resulted primarily from the Group’s expected synergies from the integration of businesses acquired into the Group’s service and product offerings. | |||||||||||||
The Group used the following valuation methodologies to value assets acquired, liabilities assumed and intangible assets identified: | |||||||||||||
· Property and equipment-land was valued using the market approach; buildings and equipment were valued using the cost approach; | |||||||||||||
· Trade names were valued using the income approach, specifically the relief from royalty method, which represents the benefits of owning the intangible asset rather than paying royalties for its use; | |||||||||||||
· Customer relationships, Student populations and Cooperative agreements were valued using the income approach, specifically the excess earnings method; | |||||||||||||
· Favorable leases were valued using the income approach, specifically the cost-saving method; and | |||||||||||||
· All other current assets and current liabilities carrying value approximated fair value at the time of acquisition. | |||||||||||||
Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. | |||||||||||||
Acquisitions completed in 2011: | |||||||||||||
(1) Guangzhou ZS Career Enhancement | |||||||||||||
On January 1, 2011, Ambow Shanghai acquired a 95% equity interest in Guangzhou ZS Career Enhancement, an entity engaged in providing career enhancement services. The Group believes the acquisition of Guangzhou ZS Career Enhancement is an integral piece of the Group’s strategy to increase its market share in providing career enhancement services in PRC. The purchase price exceeded the fair value of the net tangible and intangible assets acquired from Guangzhou ZS Career Enhancement and as a result, the Group recorded goodwill in connection with this transaction. The total purchase price of RMB 96,644 was in cash consideration. The RMB 96,644 of total cash consideration less cash acquired of RMB 2,948 resulted in a net cash outlay of RMB 93,696. | |||||||||||||
The purchase price was allocated based on the fair values of the acquired assets and liabilities as follows: | |||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 2,948 | ||||||||||||
Accounts receivable | 3,966 | ||||||||||||
Prepaid and other current assets | 4,273 | ||||||||||||
Property and equipment | 2,299 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 19,800 | Indefinite | |||||||||||
Student population | 5,200 | 3 | |||||||||||
Non-compete agreement | 33 | 3 | |||||||||||
Goodwill | 87,147 | ||||||||||||
Total assets acquired | 125,666 | ||||||||||||
Deferred revenue | (11,726 | ) | |||||||||||
Other liabilities assumed | (7,799 | ) | |||||||||||
Deferred tax liability | (6,292 | ) | |||||||||||
Non-controlling interest | (3,205 | ) | |||||||||||
Total | 96,644 | ||||||||||||
Of the RMB 25,033 of acquired intangible assets, RMB 19,800 was assigned to trade names that are not subject to amortization. The remaining amortizable intangible assets of RMB 5,233 have a useful life of 3.0 years. Goodwill is not deductible for tax purposes. For the purposes of presenting operating segments, Guangzhou ZS Career Enhancement and the goodwill arising on its acquisition are classified within the Career Enhancement segment. | |||||||||||||
(2) Jinan WR Career Enhancement | |||||||||||||
On January 5, 2011, Ambow Shanghai acquired a 100% equity interest in Jinan WR Career Enhancement, an entity engaged in providing career enhancement services. The Group believes the acquisition of Jinan WR Career Enhancement is an integral piece of the Group’s strategy to increase its market share in providing career enhancement services in PRC. The purchase price exceeded the fair value of the net tangible and intangible assets acquired from Jinan WR Career Enhancement and as a result, the Group recorded goodwill in connection with this transaction. The total purchase price of RMB 50,278 was in cash consideration. The RMB 50,278 of total cash consideration less cash acquired of RMB 766 resulted in a net cash outlay of RMB 49,512. | |||||||||||||
The purchase price was allocated based on the fair values of the acquired assets and liabilities as follows: | |||||||||||||
RMB | Weighted average | ||||||||||||
amortization | |||||||||||||
period at | |||||||||||||
acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 766 | ||||||||||||
Accounts receivable | 1,323 | ||||||||||||
Prepaid and other current assets | 1,269 | ||||||||||||
Other non-current assets | 11 | ||||||||||||
Property and equipment | 109 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 13,800 | Indefinite | |||||||||||
Cooperative agreement | 900 | 10 | |||||||||||
Non-compete agreement | 20 | 3 | |||||||||||
Goodwill | 38,363 | ||||||||||||
Total assets acquired | 56,561 | ||||||||||||
Deferred revenue | (1,003 | ) | |||||||||||
Other liabilities assumed | (1,606 | ) | |||||||||||
Deferred tax liability | (3,674 | ) | |||||||||||
Total | 50,278 | ||||||||||||
Of the RMB 14,720 of acquired intangible assets, RMB 13,800 was assigned to trade names that are not subject to amortization. The remaining amortizable intangible assets of RMB 920 have an average useful life of 9.9 years. Goodwill is not deductible for tax purposes. For the purposes of presenting operating segments, Jinan WR Career Enhancement and the goodwill arising on its acquisition are classified within the Career Enhancement segment. | |||||||||||||
(3) Hebei YL Career Enhancement | |||||||||||||
On January 13, 2011, Ambow Shanghai acquired a 100% equity interest in Hebei YL Career Enhancement, an entity engaged in providing career enhancement services. The Group believes the acquisition of Hebei YL Career Enhancement is an integral piece of the Group’s strategy to increase its market share in providing career enhancement services in PRC. The purchase price exceeded the fair value of the net tangible and intangible assets acquired from Hebei YL Career Enhancement and as a result, the Group recorded goodwill in connection with this transaction. The total purchase price of RMB 89,796 was in cash consideration. The RMB 89,796 of total cash consideration less cash acquired of RMB 1,131 resulted in a net cash outlay of RMB 88,665. | |||||||||||||
The purchase price was allocated based on the fair values of the acquired assets and liabilities as follows: | |||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 1,131 | ||||||||||||
Accounts receivable | 363 | ||||||||||||
Prepaid and other current assets | 3,267 | ||||||||||||
Property and equipment | 462 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 14,276 | Indefinite | |||||||||||
Cooperative agreement | 4,180 | 10 | |||||||||||
Non-compete agreement | 480 | 3 | |||||||||||
Goodwill | 74,929 | ||||||||||||
Total assets acquired | 99,088 | ||||||||||||
Deferred revenue | (3,948 | ) | |||||||||||
Other liabilities assumed | (607 | ) | |||||||||||
Deferred tax liability | (4,737 | ) | |||||||||||
Total | 89,796 | ||||||||||||
Of the RMB 18,936 of acquired intangible assets, RMB 14,276 was assigned to trade names that are not subject to amortization. The remaining amortizable intangible assets of RMB 4,660 have an average useful life of 9.9 years. Goodwill is not deductible for tax purposes. For the purposes of presenting operating segments, Hebei YL Career Enhancement and the goodwill arising on its acquisition are classified within the Career Enhancement segment. | |||||||||||||
(4) Chongqing XT Career Enhancement | |||||||||||||
On January 21, 2011, Ambow Shanghai acquired a 100% equity interest in Chongqing XT Career Enhancement, an entity engaged in providing career enhancement services. The Group believes the acquisition of Chongqing XT Career Enhancement is an integral piece of the Group’s strategy to increase its market share in providing career enhancement services in PRC. The purchase price exceeded the fair value of the net tangible and intangible assets acquired from Chongqing XT Career Enhancement and as a result, the Group recorded goodwill in connection with this transaction. The total purchase price of RMB 34,739 was in cash consideration. The RMB 34,739 of total cash consideration less cash acquired of RMB 649 resulted in a net cash outlay of RMB 34,090. | |||||||||||||
The purchase price was allocated based on the fair values of the acquired assets and liabilities as follows: | |||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 649 | ||||||||||||
Accounts receivable | 111 | ||||||||||||
Prepaid and other current assets | 2,156 | ||||||||||||
Property and equipment | 316 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 9,227 | Indefinite | |||||||||||
Non-compete agreement | 310 | 3 | |||||||||||
Goodwill | 26,743 | ||||||||||||
Total assets acquired | 39,512 | ||||||||||||
Deferred revenue | (1,020 | ) | |||||||||||
Other liabilities assumed | (1,444 | ) | |||||||||||
Deferred tax liability | (2,309 | ) | |||||||||||
Total | 34,739 | ||||||||||||
Of the RMB 9,537 of acquired intangible assets, RMB 9,227 was assigned to trade names that are not subject to amortization. The remaining amortizable intangible assets of RMB 310 have a useful life of 3.0 years. Goodwill is not deductible for tax purposes. For the purposes of presenting operating segments, Chongqing XT Career Enhancement and the goodwill arising on its acquisition are classified within the Career Enhancement segment. | |||||||||||||
(5) Beijing XGX Tutoring | |||||||||||||
On March 10, 2011, Ambow Sihua acquired a 100% equity interest in Beijing XGX Tutoring, an entity engaged in providing exam preparation tutorial classes for students wishing to retake the national high school entrance exam or college entrance examination. The Group believes the acquisition of Beijing XGX Tutoring is an integral piece of the Group’s strategy to increase its market share in providing tutoring services in PRC. The purchase price exceeded the fair value of the net tangible and intangible assets acquired from Beijing XGX Tutoring and as a result, the Group recorded goodwill in connection with this transaction. The total purchase price of RMB 34,531 was in cash consideration. The RMB 34,531 of total cash consideration less cash acquired of RMB 1,996 resulted in a net cash outlay of RMB 32,535. | |||||||||||||
The purchase price was allocated based on the fair values of the acquired assets and liabilities as follows: | |||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 1,996 | ||||||||||||
Accounts receivable | 96 | ||||||||||||
Prepaid and other current assets | 2,686 | ||||||||||||
Property and equipment | 104 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 6,400 | Indefinite | |||||||||||
Student population | 1,900 | 1.8 | |||||||||||
Non-compete agreement | 23 | 3 | |||||||||||
Goodwill | 27,771 | ||||||||||||
Total assets acquired | 40,976 | ||||||||||||
Deferred revenue | (1,348 | ) | |||||||||||
Other liabilities assumed | (3,011 | ) | |||||||||||
Deferred tax liability | (2,086 | ) | |||||||||||
Total | 34,531 | ||||||||||||
Of the RMB 8,323 of acquired intangible assets, RMB 6,400 was assigned to a trade name that is not subject to amortization. The remaining amortizable intangible assets of RMB 1,923 have an average useful life of 1.8 years. Goodwill is not deductible for tax purposes. For the purposes of presenting operating segments, Beijing XGX and the goodwill arising on its acquisition are classified within the Tutoring segment. | |||||||||||||
(6) Genesis Career Enhancement | |||||||||||||
On May 1, 2011, Ambow Shanghai acquired a 100% equity interest in Genesis Career Enhancement, an entity engaged in providing career enhancement services. The Group believes the acquisition of Genesis Career Enhancement is an integral piece of the Group’s strategy to increase its market share in providing career enhancement services in PRC. The purchase price exceeded the fair value of the net tangible and intangible assets acquired from Genesis Career Enhancement and as a result, the Group recorded goodwill in connection with this transaction. The total purchase price of RMB 53,185 was in cash consideration. The RMB 53,185 of total cash consideration less cash acquired of RMB 9,422 resulted in a net cash outlay of RMB 43,763. | |||||||||||||
The purchase price was allocated based on the fair values of the acquired assets and liabilities as follows: | |||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 9,422 | ||||||||||||
Accounts receivable | 6,461 | ||||||||||||
Prepaid and other current assets* | 10,258 | ||||||||||||
Property and equipment | 2,060 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 19,300 | Indefinite | |||||||||||
Customer relationship | 5,270 | 5.7 | |||||||||||
Goodwill | 39,781 | ||||||||||||
Total assets acquired | 92,552 | ||||||||||||
Deferred revenue | (4,400 | ) | |||||||||||
Dividend payable | (4,905 | ) | |||||||||||
Other liabilities assumed* | (23,731 | ) | |||||||||||
Deferred tax liability | (6,331 | ) | |||||||||||
Total | 53,185 | ||||||||||||
Of the RMB 24,570 of acquired intangible assets, RMB 19,300 was assigned to trade names that are not subject to amortization. The remaining amortizable intangible assets of RMB 5,270 have a useful life of 5.7 years. Goodwill is not deductible for tax purposes. For the purposes of presenting operating segments, Genesis Career Enhancement and the goodwill arising on its acquisition are classified within the Career Enhancement segment. | |||||||||||||
* The “Prepaid and other current assets” primarily relate to the shareholder transactions with the ex-owner. The “Other liabilities assumed” primarily relate to the payments made by the ex-owner on behalf of the acquiree. | |||||||||||||
(7) Beijing JT Tutoring | |||||||||||||
On July 12, 2011, Ambow Sihua acquired a 100% equity interest in Beijing JT Tutoring, an entity engaged in providing after-school tutoring services for junior high and high school students. The Group believes the acquisition of Beijing JT Tutoring is an integral piece of the Group’s strategy to increase its market share in providing tutoring services in PRC. The purchase price exceeded the fair value of the net tangible and intangible assets acquired from Beijing JT Tutoring and as a result, the Group recorded goodwill in | |||||||||||||
connection with this transaction. The total purchase price of RMB 80,000 was in cash consideration. The RMB 80,000 of total cash consideration less cash acquired of RMB 9,519 resulted in a net cash outlay of RMB 70,481. | |||||||||||||
The purchase price was allocated based on the fair values of the acquired assets and liabilities as follows: | |||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 9,519 | ||||||||||||
Accounts receivable | 65 | ||||||||||||
Prepaid and other current assets | 1,703 | ||||||||||||
Property and equipment | 146 | ||||||||||||
Intangible assets: | |||||||||||||
Student population | 7,940 | 5.5 | |||||||||||
Non-compete agreement | 2,355 | 4.5 | |||||||||||
Goodwill | 72,495 | ||||||||||||
Total assets acquired | 94,223 | ||||||||||||
Deferred revenue | (9,461 | ) | |||||||||||
Other liabilities assumed | (2,189 | ) | |||||||||||
Deferred tax liabilities | (2,573 | ) | |||||||||||
Total | 80,000 | ||||||||||||
The RMB 10,295 was assigned to amortizable intangible assets that have a useful life of 5.3 years. Goodwill is not deductible for tax purposes. For the purposes of presenting operating segments, Beijing JT Tutoring and the goodwill arising on its acquisition are classified within the Tutoring segment. | |||||||||||||
Acquisitions completed in 2012: | |||||||||||||
(8) Sixteen Training Centers | |||||||||||||
During the year ended December 31, 2012, the Group acquired 16 training centers from a third party contractor (See Note 11 (ii)). The acquisition of the 16 training centers was recognized as business combination. The transactions were completed as of March 31, 2012.The Group believes the acquisition of the sixteen training centers is an integral piece of the Group’s strategy to increase its market share in providing tutoring services in PRC. The purchase price exceeded the fair value of the net tangible and intangible assets acquired from the sixteen training centers and as a result, the Group recorded goodwill in connection with this transaction. The total purchase price of RMB 94,938 was in cash consideration. | |||||||||||||
The purchase price was allocated based on the fair values of the acquired assets and liabilities as follows: | |||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 12,000 | ||||||||||||
Prepaid and other current assets | 8,942 | ||||||||||||
Property and equipment | 24,777 | ||||||||||||
Intangible assets: | |||||||||||||
Student population | 7,700 | 5 | |||||||||||
Goodwill | 70,580 | ||||||||||||
Total assets acquired | 123,999 | ||||||||||||
Deferred revenue | (20,942 | ) | |||||||||||
Deferred tax liabilities | (8,119 | ) | |||||||||||
Total | 94,938 | ||||||||||||
The RMB 7,700 was assigned to amortizable intangible assets that have a useful life of 5 years. Goodwill is not tax deductible for tax purposes. For the purposes of presenting operating segments, the sixteen tutoring centers and the goodwill arising on its acquisition are classified within the Tutoring segment. | |||||||||||||
Training centers were set up in 2011.The unaudited pro forma information of the acquisition as if the acquisition had occurred on January 1st, 2011 is not presented because it is impracticable to do so. | |||||||||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
RELATED PARTY TRANSACTIONS | ' | |||||||||
RELATED PARTY TRANSACTIONS | ' | |||||||||
24. RELATED PARTY TRANSACTIONS | ||||||||||
a. Transactions | ||||||||||
The Group entered into the following transactions with related parties: | ||||||||||
Years ended December 31, | ||||||||||
Transactions | 2011 | 2012 | 2013 | |||||||
RMB | RMB | RMB | ||||||||
Receipt of property management services from one school founded by the principal of Shuyang K-12 | 1,800 | — | — | |||||||
Receipt of property management services from the former shareholder of Changsha K-12 | 7,470 | — | — | |||||||
Receipt of rental services from subsidiary of former shareholder of Shenyang Universe High School | 1,100 | 1,100 | 1,100 | |||||||
Sales of software and providing services to former shareholder of Jinan WR Career Enhancement | 6,800 | — | — | |||||||
Borrowings from General Manager of College Segment-Gao Shoubai (note i) | — | — | 3,960 | |||||||
Borrowings from Vice President -Huang Senlei (note i) | — | — | 3,400 | |||||||
Others | 1,627 | 514 | 5 | |||||||
Note (i): Having been suffering Due to the shortage of working capital, the Company borrowed funds from the two of management personnel, being Gao Shoubai and Huang Senlei. The borrowing of RMB 2,000 from Gao Shoubai was with a maturity date on February 7, 2014 and noninterest bearing; RMB 1,960 was with a maturity date on December 8, 2013 and bearing interest at 24% per annum. The borrowing from Huang Senlei was with a maturity date on September 5, 2013 and bearing interest at 24% per annum. The borrowings are overdue and still outstanding as of December 31, 2013. | ||||||||||
b. The Group had the following balances with related parties: | ||||||||||
Amounts due from related parties | Amounts due to related parties | |||||||||
As of December 31, | As of December 31, | |||||||||
Relationship | 2012 | 2013 | 2012 | 2013 | ||||||
RMB | RMB | RMB | RMB | |||||||
Subsidiary of the minority shareholder of Taishidian Holding | 500 | — | — | — | ||||||
Vice President -Huang Senlei (above note i) | — | — | — | 3,400 | ||||||
Subsidiary of former shareholder of Shenyang Universe High School (Current minority shareholder of Shenyang Universe High School) | — | — | 3,575 | 4,675 | ||||||
General Manager of College Segment-Gao Shoubai (above note i) | — | — | — | 3,960 | ||||||
Former shareholder of Genesis Career Enhancement (Current minority shareholder of Shandong Genesis Career Enhancement) | — | — | 636 | — | ||||||
500 | — | 4,211 | 12,035 | |||||||
c. Principal shareholder transaction | ||||||||||
On October 26, 2011,Dr Jin Huang, chief executive officer of the Company, and holder of more than 10% interest in the voting power of the Company, entered into a participation agreement with, among others, the Baring Asia Private Equity Fund V., L.P. (the “Participation Agreement”). Pursuant to this agreement, Campus Holdings Limited (“Campus”), an affiliate to the Baring Asia Private Equity Fund V., L.P., agreed to invest up to US$ 50.0 million to purchase Class A Shares of the Company through a series of private transactions and on the open market through purchases of American Depositary Shares. | ||||||||||
The return on the investment in Class A Shares as contemplated by the Participation Agreement will be shared between Campus and Dr. Huang after Campus has received a minimum return on its investment following the occurrence of agreed transfer events. Dr. Huang’s share of such return will be dependent on the portfolio values of the Class A Shares acquired by Campus plus the value of all other property delivered as a dividend or other distribution on such Class A Shares (the “Portfolio Value”) expressed as a multiple of Campus’ net investment amount as set forth in the Participation Agreement and can be paid to Dr. Huang in cash, in Class A Shares or a combination of cash and Class A Shares. | ||||||||||
To secure Campus’ obligations under the Participation Agreement, Campus entered into a charge (the “Campus Share Charge”) in favor of Spin-Rich Ltd (“Spin-Rich”), a British Virgin Islands company that is wholly owned by Dr. Jin Huang, the president and chief executive officer of the Company, over 1,818,182 Class A Shares that Campus may acquire from time to time after the date of the Campus Share Charge to secure Campus’ obligations under the Participation Agreement, including, without limitation, Campus’ obligations to share with Dr. Huang its investment return on the Class A Shares in accordance with the terms of the Participation Agreement. Spin-Rich in turn entered into a charge over 6,077,747 Class B Shares of the Company that it owns in favor of Campus to secure Campus’ agreed-upon minimum return on its investment. Spin-Rich shall be entitled to exercise all voting and/or consensual powers pertaining to the Class B Shares and dividends or other distributions received thereon by Spin-Rich or any part thereof charged in favor of Campus unless and until enforcement event occurs. | ||||||||||
Between November 9, 2011 and January 25, 2012, Campus purchased an aggregate of 11,944,600 Class A Shares equivalent of the Company through privately negotiated transactions or in open market transactions. The aggregate consideration paid was RMB 311,505 (US$ 50,000). None of the sellers in the privately negotiated transactions were the employees of the Company. | ||||||||||
Management has assessed the accounting treatment for this transaction and believes that it should be accounted for as a share-base compensation pursuant to FASB ASC Topic 718.The fair value of the combined terms of the Participation Agreement was approximately RMB 215,274 (US$ 34,554), which will be recognized as compensation expense on a straight-line basis over a period from January 2012 to October 2015, which is the expected expiration date.RMB60,206(US$9,539) and RMB 53,769 (US$ 8,882) expenses were recognized for the year ended December 31, 2012 and 2013,respectively. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
DISCONTINUED OPERATIONS | ' | |||||||
DISCONTINUED OPERATIONS | ' | |||||||
25. DISCONTINUED OPERATIONS | ||||||||
a. Disposal of 4 Disposed Businesses | ||||||||
In the fourth quarter of 2011, the Group decided to concentrate its resources and focus on the Group’s core businesses. On December 2, 2011, the Company sold Xi’an Tutoring, Shandong Software Companies, Guangzhou HP Tutoring, Tianjin Holding to Beijing Tongshengle Investment Co., Ltd., (“Tongshengle”) for cash consideration of RMB 35,000, which was due to be received by December 31, 2012. By December 31, 2012, the Company received cash payment of RMB 21,000. The total impairment loss recognized prior to the disposal of the above 4 Disposed Businesses was RMB 118,318 and after the recognition of the impairment loss no disposal loss was recorded regarding the above 4 Disposed Businesses. Three of the businesses were part of the Tutoring segment, and Tianjin Holding was part of the Career Enhancement segment. | ||||||||
The Company will not generate any further cash flows and will have no significant continuing involvement in the operations of the 4 Disposed Businesses after December 30, 2011. The revenues and expenses related to the operations of the 4 Disposed Businesses have been segregated from continuing operations and reported as discontinued operations for all periods in accordance with ASC360-10-35. | ||||||||
b. Disposal of Beijing Century College Group | ||||||||
On December 30, 2011, the Company entered into a sale and purchase agreement to dispose of Beijing Century College and its 100% owned subsidiary Beijing Siwa Century Facility Management Co. (together “Beijing Century College Group”) to Xihua Investment Group (“Xihua Group”),with consideration of RMB 309,049 including a) receivables in cash and shares; b) a waiver of liabilities to Xihua Group; c) a transfer of amounts due to Beijing Century College Group to Xihua Group; and d) partially offset by a waiver of amounts due from Beijing Century College Group. | ||||||||
As of December 31, 2011, the transaction had not been completed and the parties were still in the process commencing the legal transfer process. Beijing Century College Group has been classified as assets and liabilities held for sale since the Group will have no continuing involvement in the College following the disposal. | ||||||||
By December 31, 2012, the transaction to sell Beijing Century College Group had been completed with the outstanding consideration receivable from Xihua Group of RMB 133,100 as of December 31, 2012.Subsequently, the Group has transferred the receivable from Xihua Group to Suzhou Qingrun, with allocated consideration of RMB 25,300, and the excessive portion fully written off as of December 31, 2012(See Note 5(i)). | ||||||||
The Company will not generate any further cash flows and have no significant continuing involvement in the operations of the Beijing Century College Group after December 31, 2012. The revenues and expenses related to the operations of the Beijing Century College Group have been segregated from continuing operations and reported as discontinued operations for all periods. | ||||||||
c. Assets and liabilities classified as held for sale | ||||||||
The Group has recognized total assets of RMB 1,078,092and nil as of December 31, 2012 and 2013, respectively, to be assets classified as held for sale, and total liabilities of RMB 381,051and nil as of December 31, 2012 and 2013, respectively, to be liabilities classified as held for sale. | ||||||||
Taishidian Holding | ||||||||
On the board meeting at December 19, 2012, management proposed and was authorized by the board to explore possible sale of Soochow University to Kunshan government, subject to the parameters of 1) the consideration should be at least equal to the book value for Soochow University and 2) the consideration should be payable at closing in cash (and not as an account receivable over time). As of December 31, 2012, management had the intention to dispose the Soochow University and the transaction of the disposal was completed July2013. Financial statements for fiscal years of 2011 and 2012 have been adjusted to present the operations of Taishidian Holding as a discontinued operation. | ||||||||
In conjunction with the discontinued operations of Soochow University, the Group did not record an impairment loss of in fiscal year 2012as the management estimated the consideration to be at least equal to the book value of Soochow University. The assets and liabilities of Soochow University are included in the captions “Assets classified as held for sale” and “Liabilities classified as held for sale”, in the accompanying consolidated balance sheets at December 31, 2012 and consist of the following: | ||||||||
As of December 31, | ||||||||
2012 | ||||||||
RMB | ||||||||
Assets classified as held for sale | ||||||||
Cash and cash equivalents | 985 | |||||||
Term deposits | 85,677 | |||||||
Accounts receivable, net of allowance | 567 | |||||||
Amounts due from related parties | 4,550 | |||||||
Prepaid expenses and other current assets | 41,380 | |||||||
Amounts due from related parties, non-current | 22,284 | |||||||
Property and equipment, net | 298,858 | |||||||
Intangible assets, net | 11,569 | |||||||
Land use rights | 108,838 | |||||||
Goodwill | 75,079 | |||||||
Total assets | 649,787 | |||||||
Liabilities classified as held for sale | ||||||||
Short-term borrowings | (2,000 | ) | ||||||
Accounts payable-trade | (27,613 | ) | ||||||
Accrued expenses and other current liabilities | (33,782 | ) | ||||||
Deferred revenue | (79,833 | ) | ||||||
Income tax payable | (19,706 | ) | ||||||
Amount due to related parties | (47,620 | ) | ||||||
Current portion of Long-term borrowings | (28,500 | ) | ||||||
Long-term borrowings | (18,000 | ) | ||||||
Deferred tax liabilities, non-current | (8,432 | ) | ||||||
Non-current portion of consideration payable for acquisitions and others | (27,409 | ) | ||||||
Total liabilities | (292,895 | ) | ||||||
Amount due to the Group’s continuing operation recorded by Taishidian Holding approximates RMB 142,753 as of December 31, 2012, which were excluded from the liabilities classified as held, because they were eliminated in the consolidated financial statements. | ||||||||
21st School | ||||||||
In the first quarter of 2013, management planed to seek potential buyer to dispose 21st schools to improve the cash flows positions. In April 2013, the Group returned the remaining operating rights back to Xihua Group with consideration of RMB 60,000. An impairment loss of RMB 15,928 in intangible assets and an impairment loss of RMB 34,122 in goodwill were recognized for 21st school for the year ended December 31, 2012.Financial statements for fiscal years of 2011 and 2012 have been adjusted to present the operations of 21st School as a discontinued operation. | ||||||||
As of December 31, 2012, the assets and liabilities held by 21st school are as follows: | ||||||||
As of December 31, | ||||||||
2012 | ||||||||
RMB | ||||||||
Assets classified as held for sale | ||||||||
Cash and cash equivalents | 10,095 | |||||||
Prepaid expenses and other current assets | 56 | |||||||
Deferred tax assets, current portion | 1,105 | |||||||
Property and equipment, net | 214,436 | |||||||
Intangible assets, net | 24,652 | |||||||
Land use rights | 126,697 | |||||||
Goodwill | 50,284 | |||||||
Deferred tax assets, non-current portion | 980 | |||||||
Total assets | 428,305 | |||||||
Liabilities classified as held for sale | ||||||||
Accounts payable-trade | (6,473 | ) | ||||||
Accrued expenses and other current liabilities | (27,274 | ) | ||||||
Deferred revenue | (12,104 | ) | ||||||
Income tax payable | (6,965 | ) | ||||||
Deferred tax liabilities, non-current | (35,340 | ) | ||||||
Total liabilities | (88,156 | ) | ||||||
d. Discontinued operations | ||||||||
Following are revenues and income (loss) from discontinued operations: | ||||||||
(1) Xi’an Tutoring | ||||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 26,756 | — | — | |||||
Impairment loss (note(i)) | (36,303 | ) | — | — | ||||
Income/(loss) from discontinued operation | (36,876 | ) | — | — | ||||
Income tax expense | — | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | (36,876 | ) | — | — | ||||
Loss on sale of discontinued operation, net of income tax | — | — | — | |||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (36,876 | ) | — | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 1,488 for the year ended December 31, 2011. | ||||||||
(2) Shandong Software Companies | ||||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | — | — | — | |||||
Impairment loss (note(i)) | (39,758 | ) | — | — | ||||
Income/(loss) from discontinued operation | (43,315 | ) | — | — | ||||
Income tax benefit/ (expense) | 533 | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | (42,782 | ) | — | — | ||||
Loss on sale of discontinued operation, net of income tax | — | — | — | |||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (42,782 | ) | — | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 2,688 for the year ended December 31, 2011. | ||||||||
(3) Guangzhou HP Tutoring | ||||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | — | — | — | |||||
Impairment loss (note(i)) | (29,073 | ) | — | — | ||||
Income/(loss) from discontinued operation | (30,074 | ) | — | — | ||||
Income tax benefit/ (expense) | 316 | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | (29,758 | ) | — | — | ||||
Loss on sale of discontinued operation, net of income tax | — | — | — | |||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (29,758 | ) | — | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 1,285 for the year ended December 31, 2011. | ||||||||
(4) Tianjin Holding | ||||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 5,161 | — | — | |||||
Impairment loss (note(i)) | (13,183 | ) | — | — | ||||
Income/(loss) from discontinued operation | (16,518 | ) | — | — | ||||
Income tax benefit/ (expense) | 6 | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | (16,512 | ) | — | — | ||||
Loss on sale of discontinued operation, net of income tax | — | — | — | |||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (16,512 | ) | — | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 585 for the year ended December 31, 2011. | ||||||||
(5) Beijing Century College Group | ||||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 128,870 | — | — | |||||
Impairment loss(note(i)) | (8,928 | ) | — | — | ||||
Income/(loss) from discontinued operation | 5,439 | — | — | |||||
Income tax benefit/ (expense) | 908 | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | 6,347 | — | — | |||||
Loss on sale of discontinued operation, net of income tax | — | (15,908 | ) | — | ||||
Income/(loss) from and on sale of discontinued operation, net of income tax | 6,347 | (15,908 | ) | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 7,758 for the year ended December 31, 2012. | ||||||||
(6) Taishidian Holding | ||||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 115,370 | 103,382 | 50,043 | |||||
Impairment loss(note(i)) | — | — | — | |||||
Income/(loss) from discontinued operation | 1,427 | 12,395 | (22,735 | ) | ||||
Income tax benefit/ (expense) | (3,391 | ) | (3,669 | ) | (6,637 | ) | ||
Income/(loss) from discontinued operation, net of income tax | (1,964 | ) | 8,726 | (29,372 | ) | |||
Loss on sale of discontinued operation, net of income tax | — | — | (174,629 | ) | ||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (1,964 | ) | 8,726 | (204,001 | ) | |||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 5,538 for the year ended December 31, 2012. | ||||||||
(7) 21st School | ||||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 75,502 | 82,283 | 17,939 | |||||
Impairment loss | (25,336 | ) | (50,050 | ) | — | |||
Income from discontinued operations | (21,735 | ) | (55,846 | ) | 3,312 | |||
Income tax benefit/ (expense) | (1,602 | ) | 6,140 | (578 | ) | |||
Income from discontinued operations, net of income tax | (23,337 | ) | (49,706 | ) | 2,734 | |||
Loss on sale of discontinued operation, net of income tax | — | — | (74,938 | ) | ||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (23,337 | ) | (49,706 | ) | (72,204 | ) | ||
DECONSOLIDATION
DECONSOLIDATION | 12 Months Ended |
Dec. 31, 2013 | |
DECONSOLIDATION | ' |
DECONSOLIDATION | ' |
26. DECONSOLIDATION | |
During the year ended December 31, 2013, the Group recognized a total impairment loss amounting to RMB 84,246 derived from deconsolidated of subsidiaries, which included losses on the deconsolidation of Tianjin Tutoring of RMB 77,146 and Guangzhou DP Tutoring of RMB 16,572 respectively, and gain on the deconsolidation of Guangzhou ZS Career Enhancement of RMB 9,472. The deconsolidation gain or loss was equivalent to the subsidiaries’ carrying amounts of net assets or net liabilities as of deconsolidation dates because the Group assessed the investments were not recoverable. | |
Because of the deconsolidation, the amount of RMB 20,083 and RMB 2,061 due to Tianjin Tutoring and Guangzhou DP Tutoring, respectively, were recognized as the liabilities of the Group as of December 31, 2013, which were deducted as inter-company transaction as of December 31, 2012. Amount due from the deconsolidated subsidiaries of RMB 44,722 was fully written off as of December 31, 2013. | |
In 2013, affected by the negative news and internal investigation occurred in 2012, the principals and most of staffs, especially the sales teams, resigned from these 3 entities because of losing confidence in the Group. The business operations of these 3 entities significantly suffered from the impact of the resignation accordingly. Tianjin Tutoring stopped providing financial statements and reporting operating results to the Group after September 30, 2013, which was determined at the date that the Group ceased to have substantial control on Tianjin Tutoring. The Group lost control and connection with Guangzhou ZS Career Enhancement and Guangzhou DP Tutoring from December 31, 2013. Afterwards, the Group did not have any continuing involvement with these deconsolidated subsidiaries. | |
By the report issuance date, the deregistration from the Administration for Industry and Commerce is in the process. Therefore, Tianjin Tutoring, Guangzhou ZS Career Enhancement and Guangzhou DP Tutoring were subsidiaries of the Group legally as of December 31, 2013. |
NONCONTROLLING_INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2013 | |
NON-CONTROLLING INTERESTS | ' |
NON-CONTROLLING INTERESTS | ' |
27. NONCONTROLLING INTERESTS | |
a. 21st School | |
On December 30, 2011, the Group entered into a sale and purchase agreement to dispose of the equity interests of 21st School to Xihua Group, retaining the right to operate the 21st School on behalf of Xihua Group for an additional 15 years, after which point the operating right will revert back to Xihua Group, unless Xihua Group should exercise its option to terminate the operating rights agreement at an earlier date. The total consideration for the disposal of 21st School was RMB 183,677, which included a)a waiver of liabilities to Xihua Group; b) a transfer of amounts due to 21st School to Xihua Group. | |
The Group determined that 21st School was the Group’s VIE because the equity holder, Xihua Group, lack the characteristics of a controlling financial interest, and that Xihua Group, represented a non controlling interest in the entity during the 15 year operating period. | |
Non controlling interest of RMB 285,713 represented the estimated carrying value of goodwill, intangible asset and long-lived assets at the end of 15-year operating right period, which was adjusted to reflect the change in its ownership interest in the subsidiary. The difference between the consideration and the carrying amount of the non controlling interest was recognized in additional paid in capital, amounting to RMB 102,036. | |
In 2013, non controlling interest was derecognized as a result of the disposal of 21st School. | |
b. Others | |
As of December 31, 2012, the Group recognized a non controlling interest in the consolidated statements of operations and other comprehensive income (loss) to reflect the 5%, 10%, 30%, 36% and 23% economic interest in Guangzhou ZS Career Enhancement, Shenyang K-12, Taishidian Holding, Ambow Jingxue and Genesis Career Enhancement, respectively, that is attributable to the shareholders other than the Group. As of December 31, 2013, the 30% economic interest in Taishidian Holding was derecognized with the disposal of Taishidian Holding. In 2013, the 5% economic interest in Guangzhou ZS Career Enhancement was derecognized as a result of deconsolidation of subsidiary. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||
28. FAIR VALUE MEASUREMENTS | ||||||||||
The Group adopted ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements. | ||||||||||
ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: | ||||||||||
Level 1-Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. | ||||||||||
Level 2-Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. | ||||||||||
Level 3-Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Group’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. | ||||||||||
Management of the Group is responsible for determining the fair value of equity issued, assets acquired, liabilities assumed and intangibles identified as of the acquisition date and considered a number of factors including valuations from independent appraiser. | ||||||||||
When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates. The following is a description of the valuation techniques that the Group uses to measure the fair value of assets and liabilities that are measured and reported at fair value on a recurring basis: | ||||||||||
At December 31, 2012 and 2013 information about inputs into the fair value measurements of the assets and liabilities that the Group makes on a recurring basis was as follows: | ||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||
Total Fair | Quoted Prices | Significant | Significant | |||||||
Value and | in Active | Other | Unobservable | |||||||
Carrying | Markets | Observable | Inputs | |||||||
Value on | for Identical | Inputs (Level 2) | (Level 3) | |||||||
Balance Sheet | Assets (Level 1) | |||||||||
As of December 31, 2012 | ||||||||||
Assets: | ||||||||||
IRCF | 181 | — | — | 181 | ||||||
As of December 31, 2013 | ||||||||||
Assets: | ||||||||||
IRCF | 175 | — | — | 175 | ||||||
The Group’s property and equipment, other non-current assets, goodwill and intangible assets are measured at fair value on a nonrecurring basis and they are recorded at fair value using income approach only when impairment is recognized. Such assets are listed below at their carrying values as of December 31, 2012. There were no such assets as of December 31, 2013 because no impairment was recognized during the year then ended. | ||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||
Total Fair | Quoted Prices | Significant | Significant | |||||||
Value and | in Active | Other | Unobservable | |||||||
Carrying | Markets | Observable | Inputs | |||||||
Value on | for Identical | Inputs (Level 2) | (Level 3) | |||||||
Balance Sheet | Assets (Level 1) | |||||||||
As of December 31, 2012 | ||||||||||
Property and equipment& other non-current assets | 1,672 | — | — | 1,672 | ||||||
Intangible assets | 174,944 | — | — | 174,944 | ||||||
Goodwill | 749,755 | — | — | 749,755 | ||||||
The following table presents the quantitative information about the Group’s Level 3 fair value measurements of property and equipment, other non-current assets and intangible assets as of December 31, 2012, which utilize significant unobservable internally-developed inputs: | ||||||||||
Fair value as at | Valuation | Unobservable inputs | Range | |||||||
September 30, 2012 | techniques | |||||||||
Property and equipment & other non-current assets | 1,672 | Discounted cash flow | Projection years | 16~24 | ||||||
Discount rate | 17% | |||||||||
Terminal growth rate | 3% | |||||||||
Intangible assets | 174,944 | Relief-from-royalty method | Royalty rate | 1%~8% | ||||||
Discount rate | 17%~22% | |||||||||
Terminal growth rate | 3% | |||||||||
During the year ended December 31, 2012, the Company recognized a goodwill impairment of RMB 478,710. Please see Note 10. | ||||||||||
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
CONCENTRATIONS | ' | |||||||||
CONCENTRATIONS | ' | |||||||||
29. CONCENTRATIONS | ||||||||||
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, term deposits, accounts receivable, other receivable, amounts due from related parties and other non-current assets, and advances to suppliers. The Group places its cash and cash equivalents and term deposits with financial institutions with high-credit ratings. The Group conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Group evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. | ||||||||||
No single customer represented 10% or more of the Group’s total revenues for the years ended December 31, 2011, 2012 and 2013. | ||||||||||
No single supplier represented 10% or more of the Group’s total costs of sales for the years ended December 31, 2011, 2012 and 2013. | ||||||||||
No single debtors accounted for 10% or more of the Group’s consolidated accounts receivable as of December 31, 2012 and 2013. | ||||||||||
A summary of the debtors who accounted for 10% or more of the Group’s consolidated prepaid and other current assets, other non-current assets and consideration receivable was as follows: | ||||||||||
As of December 31, | ||||||||||
2012 | 2013 | |||||||||
Debtors | RMB | % | RMB | % | ||||||
Prepaid and other current assets | ||||||||||
Company A | 75,100 | 24 | % | 49,800 | 21 | % | ||||
Company B | 35,000 | 11 | % | 35,000 | 15 | % | ||||
Other non-current assets | ||||||||||
Company C | 109,993 | 46 | % | 119,864 | 65 | % | ||||
Company D | 30,900 | 13 | % | 30,900 | 17 | % | ||||
Company E | 22,842 | 10 | % | 19,559 | 11 | % | ||||
Company F | 65,609 | 27 | % | |||||||
Consideration receivable | ||||||||||
Company G | 13,800 | 100 | % | |||||||
Company H | 110,000 | 58 | % | |||||||
Company I | 67,066 | 35 | % | |||||||
The Chinese market in which the Group operates exposes the Group to certain macroeconomic and regulatory risks and uncertainties. These uncertainties extend to the ability of the Group to provide educational and career enhancement services through contractual arrangements in the PRC since this industry remains highly regulated. The Chinese government may issue from time to time new laws or new interpretations on existing laws to regulate the education industry. Regulatory risk also encompasses the interpretation by the tax authorities of current tax laws, the status of properties leased for the Group’s operations and the Group’s legal structure and scope of operations in the PRC, which could be subject to further restrictions resulting in limitations on the Group’s ability to conduct business in the PRC. | ||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
30. SUBSEQUENT EVENTS | |
1) IFC Loan | |
On March 9, 2014, the Group executed an exclusivity agreement with CEIHL, the secured creditor of the Company. In return for continued forbearance under the loan facility between the Company and IFC, which was transferred ultimately to the benefit of CEIHL (“the Loan Facility”), the Company granted CEIHL a period of exclusivity to negotiate and implement a restructuring plan designed to, inter alia, return the Group to solvency and to allow for the discharge of the Joint Provisional Liquidators (“JPLs”) by the Grand Court of the Cayman Islands (See Note 30(3)). A non-binding term sheet was subsequently executed by the JPLs with CEIHL on March 30, 2014. | |
In connection with the Restructuring Plan (see Note 30(3)), On May 13, 2014, the Group signed Amendment and Restatement Agreement to the Loan Agreement (“the Loan Agreement”) with CEIHL. The parties to the Loan Agreement have agreed to amend and restate the terms and conditions of the IFC C Loan as set out in this Agreement. Pursuant to the Loan Agreement, 1) the Registration Rights Agreement under IFC C Loan was terminated; 2) CEIHL agrees that it shall advance by way of an IFC D Loan to the Group, which was defined in the Second Amendment and Restated Loan Agreement signed by the same parties on the same day with the Loan Agreement. Subject to the Second Amendment and Restated Loan Agreement, the IFC C Loan consisting of a principal amount of RMB 102,913(US$ 17,000); and the IFC D Loan consisting of a principal amount of approximately RMB 84,637(US$13,981). Both of the loans are convertible into Class A Ordinary Shares at the Conversion Rate defined in the agreement. Both of the loans shall be repaid on the Maturity Date, 3 years after the date of the Effective Date, which is defined as the date of the discharge of the JPLs in accordance with the Restructuring Agreement. The interest rate is 3% per annum for any interest period and applied to the both loans. | |
Under the Second Amended and Restated Loan Agreement and related financing documents, under the IFC D Loan Facility, CEIHL assigned approximately RMB 31,150 (US$ 5,000) each of its commitments to Baring Private Equity Asia V Holding(4) limited (“Baring”) and SummitView. Baring and SummitView each funded a loan of US$ 5,000 to the Company by the date of issuance of financial statements. | |
2) Default onshore Loans | |
Loans obtained in year 2013 amounting to RMB 78,630 have been subsequently overdue for repayment, which was still outstanding by the date of issuance of the financial statements. | |
Loans obtained in first half year of 2014 amounting to RMB 25,000 have been overdue for repayment, which was still outstanding by the date of issuance of the financial statements. | |
Management expects to obtain financing of RMB 83,000 from Restructuring Plan (See Note 30(3)) to repay certain of the default short-term borrowings above. | |
3) Appointment and dismissal of JPLs and the Company’s Restructuring Plan | |
On February 20, 2014, the JPLs received the report on the Audit Committee Investigation from DLA Piper LLP (“DLA”). In summary, this report concluded that there was insufficient evidence to substantiate the allegations as to questionable or inappropriate conduct which had been made against the directors, officers and employees of the Group. However, the report advised that the Group’s corporate governance structure needed improvement. Shortly after receiving this report, the JPLs re-commenced negotiations with parties who had previously expressed an interest in providing long term funding to the Group. | |
Upon the satisfaction of conditions and deliverables under the restructuring agreement (the “Restructuring Agreement”) and associated agreements to implement the core parts of the restructuring plan sanctioned by the Cayman Court pursuant to its order dated May 7, 2014 (the “Restructuring Plan”), the Court approved the return of management to the Company’s Board of Directors (as reconstituted pursuant to the Restructuring Plan). Upon the discharge, the Company will proceed with the completion of the Restructuring Plan transactions, with summary as follow: | |
On May 1, 2014, the Company entered into Restructuring Agreement with CEIHL, according to which, CEIHL, will provide for funding for the Company approximately RMB 290,578 (US$48,000) in total, comprising the amounts paid, or procured to be paid, by CEIHL or its nominee in satisfaction of and/or discharge of and/or to purchase certain onshore debt with estimated pay off value of approximately RMB 83,000; and the remaining as defined in USD Facility Loan Agreement, which was agreed by both parties in Second Amendment and Restated Loan Agreement (See Note 30(2)). To the extent that the onshore debt is less than the expected pay off value, CEIHL shall lend a corresponding additional amount of funds to the Group offshore and the total amount paid under this Restructuring Agreements thus equals US$48,000 (and no less), in exchange for a right to convert the principal outstanding under the USD Facility Agreement (as may be increased in accordance with this clause, but not taking into account any principal that relates to capitalized interest) into an aggregate of not more than an 85% economic interest in the Company, with 50.1 % of the voting rights in the Company. | |
4) Equity Investment from SummitView | |
On May 5, 2014, the Company entered into the Amendment to Share Purchase Agreement (“Amendment”) with SummitView. Pursuant to the Amendment, both parties agreed that SummitView retains 14,667,203 Class A Ordinary Shares issued to them, based on the receipt of RMB 60,537(US$ 10,000), and that the remaining Class A Ordinary Shares were surrendered and cancelled. | |
5) Updated progress of law suit | |
For details, see Note 20 - Contingencies. | |
ADDITIONAL_INFORMATION_CONDENS
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | ' | |||||||||
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | ' | |||||||||
31. ADDITIONAL INFORMATION — CONDENSED FINANCIAL STATEMENTS | ||||||||||
Relevant PRC statutory laws and regulations permit the payment of dividends by the Group’s PRC VIEs and subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, PRC laws and regulations require that annual appropriations of certain percentages of the after-tax income or the increase in net assets for the year (as determined under accounting principles generally accepted in the PRC) should be set aside at each year end as a reserve prior to the payment of dividends. As a result of these PRC laws and regulations, the Group’s PRC VIEs and subsidiaries are restricted in their ability to transfer a portion of their net assets to the Group either in the form of dividends, loans or advances. The Group’s restricted net assets, comprising of the registered paid in capital and statutory reserve of Company’s PRC subsidiaries and VIEs, were RMB 1,363,618 and RMB 1,340,481 as of December 31, 2012 and 2013, respectively. | ||||||||||
The condensed financial statements of the Company have been prepared using the same accounting policies as set out in the Group’s consolidated financial statements except that the Company used the equity method to account for investments in its subsidiaries and VIEs. | ||||||||||
The Company, its subsidiaries and VIEs were included in the consolidated financial statements whereby the inter-company balances and transactions were eliminated upon consolidation. For the purpose of the Company’s condensed financial statements, its investments in subsidiaries are reported using the equity method of accounting. | ||||||||||
The Company is a Cayman Islands company, therefore, is not subjected to income taxes for all years presented. | ||||||||||
The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S GAAP have been condensed or omitted. | ||||||||||
As of December 31, 2012 and 2013, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any. | ||||||||||
AMBOW EDUCATION HOLDING LTD. | ||||||||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | ||||||||||
Financial information of Parent Company | ||||||||||
Balance Sheets | ||||||||||
(All amounts in thousands, except for share and per share data) | ||||||||||
As of December 31, | ||||||||||
2012 | 2013 | 2013 | ||||||||
RMB | RMB | US$ | ||||||||
Note 3(a) | ||||||||||
ASSETS | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 15,644 | 202 | 33 | |||||||
Amounts due from related parties | 708,113 | 498,432 | 82,335 | |||||||
Prepaid expenses and other current assets | 3,148 | 68,205 | 11,267 | |||||||
Total current assets | 726,905 | 566,839 | 93,635 | |||||||
Non-current assets: | ||||||||||
Intangible assets, net | 443 | 284 | 47 | |||||||
Investment in subsidiaries | 556,707 | — | — | |||||||
Total non-current assets | 557,150 | 284 | 47 | |||||||
Total assets | 1,284,055 | 567,123 | 93,682 | |||||||
LIABILITIES | ||||||||||
Current liabilities: | ||||||||||
Convertible loan | 121,156 | 102,905 | 16,999 | |||||||
Deferred revenue | 3,896 | 2,317 | 383 | |||||||
Accounts payable | — | — | — | |||||||
Amounts due to related parties | 6,439 | 5,678 | 938 | |||||||
Accrued and other liabilities | 56,854 | 59,725 | 9,866 | |||||||
Total current liabilities | 188,345 | 170,625 | 28,186 | |||||||
Total non-current liabilities | — | — | — | |||||||
Total liabilities | 188,345 | 170,625 | 28,186 | |||||||
SHAREHOLDERS’ EQUITY | ||||||||||
Ordinary shares | ||||||||||
(US$0.0001 par value; 1,200,000,000 and 1,200,000,000 shares authorized, 144,481,064 and 145,975,484 shares issued and outstanding as of December 31, 2011 and 2012, respectively) | 103 | 122 | 20 | |||||||
Additional paid-in capital | 2,500,273 | 2,706,621 | 447,102 | |||||||
Warrants | — | — | — | |||||||
Retained earnings | (1,387,550 | ) | (2,294,368 | ) | (379,003 | ) | ||||
Accumulated other comprehensive income | (17,116 | ) | (15,877 | ) | (2,623 | ) | ||||
Total shareholders’ equity | 1,095,710 | 396,498 | (65,496 | ) | ||||||
Total liabilities and shareholders’ equity | 1,284,055 | 567,123 | 93,682 | |||||||
AMBOW EDUCATION HOLDING LTD. | ||||||||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | ||||||||||
Financial information of Parent Company | ||||||||||
Statements of Operations | ||||||||||
(All amounts in thousands, except for share and per share data) | ||||||||||
Years ended December 31, | ||||||||||
2011 | 2012 | 2013 | 2013 | |||||||
RMB | RMB | RMB | US$ | |||||||
Note 3(a) | ||||||||||
NET REVENUES | ||||||||||
- Educational program and services | 1,008 | — | — | — | ||||||
- Software products | 192 | 190 | — | — | ||||||
Total net revenues | 1,200 | 190 | — | — | ||||||
Cost of revenues | ||||||||||
- Educational program and services | (16,822 | ) | — | — | — | |||||
- Software products | — | (951 | ) | — | — | |||||
Total cost of revenues | (16,822 | ) | (951 | ) | — | — | ||||
GROSS PROFIT: | (15,622 | ) | (761 | ) | — | — | ||||
Operating expenses: | ||||||||||
Selling and marketing | (7,286 | ) | (6,941 | ) | (2,733 | ) | (451 | ) | ||
General and administrative | (38,335 | ) | (110,893 | ) | (57,453 | ) | (9,491 | ) | ||
Research and development | (842 | ) | (872 | ) | (742 | ) | (123 | ) | ||
Total operating expenses | (46,463 | ) | (118,706 | ) | (60,928 | ) | (10,065 | ) | ||
OPERATING LOSS | (62,085 | ) | (119,467 | ) | (60,928 | ) | (10,065 | ) | ||
Share of income from subsidiaries | 83,356 | (1,498,091 | ) | (833,867 | ) | (137,745 | ) | |||
OTHER INCOME (EXPENSE) | ||||||||||
Interest expenses, net | (976 | ) | (2,496 | ) | (8,386 | ) | (1,385 | ) | ||
Foreign exchange losses, net | — | (136 | ) | — | — | |||||
Other income/(expenses) | 896 | (976 | ) | (3,637 | ) | (601 | ) | |||
Income tax | (6 | ) | — | — | — | |||||
NET INCOME | 21,185 | (1,621,166 | ) | (906,818 | ) | (149,796 | ) | |||
AMBOW EDUCATION HOLDING LTD. | ||||||||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | ||||||||||
Financial Information of Parent Company | ||||||||||
Statements of Cash Flows | ||||||||||
(All amounts in thousands, except for share and per share data) | ||||||||||
Years ended December 31, | ||||||||||
2011 | 2012 | 2013 | 2013 | |||||||
RMB | RMB | RMB | US$ | |||||||
Note 3(a) | ||||||||||
Cash flows from operating activities | (180,407 | ) | (112,041 | ) | (59,818 | ) | (9,881 | ) | ||
Cash flows from investing activities | — | — | — | — | ||||||
Cash flows from financing activities | — | 121,157 | 44,455 | 7,343 | ||||||
Proceeds from issuance of ordinary shares, net of expenses | — | — | — | — | ||||||
Proceeds from issuance of exercise of options | 2,684 | 1 | — | — | ||||||
Effects of exchange rate changes on cash and cash equivalents | (10,012 | ) | (114 | ) | (79 | ) | (13 | ) | ||
Net change in cash and cash equivalents | (187,735 | ) | 9,003 | (15,442 | ) | (2,551 | ) | |||
Cash and cash equivalents at beginning of year | 194,376 | 6,641 | 15,644 | 2,584 | ||||||
Cash and cash equivalents at end of year | 6,641 | 15,644 | 202 | 33 | ||||||
Supplemental disclosure of cash flow information | ||||||||||
Supplemental disclosure of non-cash investing and financing activities | ||||||||||
Issuance of share options upon warrants | 1,219 | — | — | — |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
Basis of presentation | ' | |||||
a. Basis of presentation | ||||||
The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All amounts in the accompanying consolidated financial statements and notes are expressed in Renminbi (“RMB”). Amounts in United States dollars (“US$”) are presented solely for the convenience of readers and use an exchange rate of RMB6.0537, representing the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board as of December 31, 2013. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate. | ||||||
As mentioned in Note 1 (a) and Note 25, Xi’an Tutoring, Shandong Software Companies, Guangzhou HP Tutoring, Tianjin Holding to Beijing Tongshengle Investment Co., Ltd., (“Tongshengle”) have been disposed in 2011. Beijing Century College Group has been disposed in 2012, 21st School and Taishidian Holding have been disposed in 2013, the aforementioned entities have been classified as discontinued operations for the years ended December 31, 2011, 2012 and 2013 respectively. See Note 25 for details of discontinued operations. The results of discontinued operations have been reflected separately in the consolidated statement of operations as a single line item for all periods presented in accordance with U.S. GAAP. | ||||||
Comparability due to discontinued operations and reclassification adjustment | ' | |||||
b. Comparability due to discontinued operations and reclassification adjustment | ||||||
Certain accounts in the consolidated statements of operations and other comprehensive income (loss) for the years ended December 31, 2011 and 2012, and balances in the consolidated balance sheet as of December 31, 2012 and related notes have been retrospectively adjusted to reflect the effect of assets groups held for sale and discontinued operations. See Note 25 for details of discontinued operations. The results of discontinued operations have been reflected separately in the consolidated statement of operations as a single line item for all periods presented in accordance with U.S. GAAP. | ||||||
Cash flows from discontinued operations for the years ended December 31, 2011, 2012 and 2013 were combined with the cash flows from continuing operations within each of the three categories. | ||||||
Use of estimates | ' | |||||
c. Use of estimates | ||||||
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. On an on-going basis, the Group evaluates its estimates, including those related to the useful lives of long-lived assets including property and equipment, stock-based compensation, impairment of goodwill and other intangible assets, income taxes, provision for doubtful accounts and contingencies. The Group bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results may differ from these estimates. | ||||||
Basis of consolidation | ' | |||||
d. Basis of consolidation | ||||||
All significant inter-company transactions and balances have been eliminated upon consolidation. Non-controlling interests represent the equity interests in the Company’s subsidiaries and VIEs that are not attributable, either directly or indirectly, to the Company. | ||||||
The consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIEs. | ||||||
The Company deconsolidates a subsidiary or derecognizes a group of assets as of the date the Company ceases to have a controlling financial interest in that subsidiary or group of assets.. | ||||||
In 2013, the Group deconsolidated 3 schools, including Tianjin Tutoring, Guangzhou ZS Career Enhancement and Guangzhou DP Tutoring. Details see Note 26. | ||||||
Cash and cash equivalents | ' | |||||
e. Cash and cash equivalents | ||||||
Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. | ||||||
Restricted cash | ' | |||||
f. Restricted cash | ||||||
Restricted cash relates to cash deposited into banking institutions as a security deposit to enable further borrowings from the bank. | ||||||
Term deposits | ' | |||||
g. Term deposits | ||||||
Term deposits consist of bank deposits with an original maturity of between three to twelve months. | ||||||
Accounts receivables | ' | |||||
h. Accounts receivables | ||||||
Accounts receivable mainly represent the amounts due from the customers, distributors, or students of the Company’s various subsidiaries and VIEs. | ||||||
Allowance for doubtful accounts | ' | |||||
i. Allowance for doubtful accounts | ||||||
An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Doubtful accounts balances are written off and deducted from allowance, when receivable are deemed uncollectible. After all collection efforts have been exhausted and the potential for recovery is considered remote. | ||||||
Land use rights | ' | |||||
j. Land use rights | ||||||
Land use rights are recorded at cost less accumulated amortization. Amortization is provided on straight-line basis over the useful life of land use right. | ||||||
Property and equipment | ' | |||||
k. Property and equipment | ||||||
Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: | ||||||
Buildings | 20 — 40 years | |||||
Motor vehicles | 5 years | |||||
Office and computer equipment | 3 — 5 years | |||||
Leasehold improvements | Shorter of the remaining lease terms or estimated useful lives | |||||
Construction in progress | ' | |||||
l. Construction in progress | ||||||
Construction in progress represents property and equipment under construction or installation, which is recorded at actual cost. Cost comprises the original cost of equipment, installation costs and construction costs. Borrowing costs on qualifying assets are capitalized as part of the cost of the fixed assets until the assets are ready for their intended use. Construction in progress is transferred to fixed assets when the assets are ready for their intended use, at which time depreciation begins. | ||||||
Intangible assets | ' | |||||
m. Intangible assets | ||||||
Intangible assets represent software, trade name, student population, corporative agreement, customer relationship, favorable lease, non-compete agreement. The software was initially recorded at historic acquisition costs or cost directly incurred to develop the software during the application development stage that can provide future benefits, and amortized on a straight-line basis over estimated useful lives. | ||||||
Other finite lived intangible assets are initially recorded at fair value when acquired in a business combination, in which the finite intangible assets are amortized on a straight-line basis except student populations and customer relationships which are amortized using an accelerated method to reflect the expected departure rate over the remaining useful life of the asset. The Group reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The intangible assets have original estimated useful lives as follows (See Note 9): | ||||||
Software | 3 years to 5 years | |||||
Student populations | 2.8 years to 15 years | |||||
Customer relationships | 1.8 years to 5.7 years | |||||
Cooperative agreements | 1.3 years to 10 years | |||||
Favorable leases | 0.8 years to 20 years | |||||
Non compete agreement | 3 years to 4.5 years | |||||
Trade names | Indefinite | |||||
The Group has determined that trade names have the continued ability to generate cash flows indefinitely. There are no legal, regulatory, contractual, economic or other factors limiting the useful life of the respective trade names. Consequently, the carrying amounts of trade names are not amortized but are tested for impairment annually in the fourth quarter or more frequently if events or circumstances indicate that the assets may be impaired. Such impairment test consists of a comparison of the fair values of the trade names with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trade names exceed their fair values. | ||||||
The Group performed impairment testing of indefinite-lived intangible assets in accordance with ASU 2012-02, which requires an entity to evaluate events and circumstances that may affect the significant inputs used to determine the fair value of the indefinite-lived intangible assets when performing qualitative assessment. | ||||||
Segments | ' | |||||
n. Segments | ||||||
The Group evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of a business, the Group evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Group determines if the segments are economically similar and, if so, the operating segments are aggregated. The Group has four operating segments. For further details, see Note 21. | ||||||
Goodwill | ' | |||||
o. Goodwill | ||||||
Goodwill represents the future economic benefits arising from other assets acquired in a business combination or an acquisition by an entity that are not individually identified and separately recognized. Goodwill acquired in a business combination is tested for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired with the following two-step process. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. A reporting unit constitutes a business for which discrete profit and loss financial information is available. The fair value of each reporting unit is established using a combination of expected present value of future cash flows. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. | ||||||
Determining when to test for impairment, the Group’s reporting units, the fair value of a reporting unit and the fair value of assets and liabilities within a reporting unit, requires judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparable. The Group bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. | ||||||
Significant changes in the economic characteristics of components or reorganization of an entity’s reporting structure can sometimes result in a re-assessment of the affected operating segment and its components to determine whether reporting units need to be redefined where the components are no longer economically similar. | ||||||
Future changes in the judgments and estimates underlying the Group’s analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units and could result in additional impairment of goodwill. | ||||||
Impairment of long-lived assets | ' | |||||
p. Impairment of long-lived assets | ||||||
The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. | ||||||
Revenue recognition | ' | |||||
q. Revenue recognition | ||||||
The Group’s revenue is primarily generated from delivering educational programs and services and sales of software products. The Group’s customers include mainly students attending classes at its own schools, training centers or college; students attending classes run by the Group’s cooperative partners; corporate clients attending the Group’s outbound and management training classes; and distributors whom the Group sells its software products or services to. | ||||||
Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, service is performed and collectability of the related fee is reasonably assured. Revenues presented in the consolidated financial statements represent revenues from educational programs and services, and sales of software products. If any of the aforementioned criteria are not met, the Group defers the recognition of revenue until all criteria are met. | ||||||
Educational programs and services | ||||||
Educational programs and services primarily consist of primary and secondary curriculum education, university curriculum education, tutoring programs that supplement primary and secondary curriculum education and career enhancement and other corporate training programs that are provided directly or indirectly to customers, where the Group is responsible for delivery of the programs and services. The Group normally collects tuition fee up front and the students consume the learning hours they bought along with a set courses schedule or upon their own decision. Tuition fees is generally paid in advance and is initially recorded as deferred revenue and is amortized and recognized as revenue along with the students consuming pace. For the curriculum education programs, the tuition revenue, including accommodation, is recognized on a straight-line basis over the length of the course, which is typically over a period of a semester. For tutoring programs, tuition revenue is recognized on a straight-line basis over the period during which tutoring services are provided to students. Educational materials revenue, which is immaterial and has not been disclosed separately, relates to the sales of books, course materials, course notes for which the Group recognizes revenue when the materials have been delivered to students. | ||||||
Educational programs and services also include programs offered online which could be accessed through a username and password. Career enhancement services such as CCEP, CBS and the Career GPS System are offered to students and other customers either directly or through sales to distributors. Collection of these service offerings is also initially recorded as deferred revenue and is amortized and recognized as revenue on the percentage the required services delivered or on a straight-line basis over the length of the course, which are typically one to three months. | ||||||
Following are the deferred revenue balances by segments as of December 31, 2012 and 2013. | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Career Enhancement | 49,376 | 32,606 | ||||
K-12 | 36,116 | 42,573 | ||||
Tutoring | 404,611 | 459,738 | ||||
Total | 490,103 | 534,917 | ||||
The Group treats service contracts with multiple deliverable elements as separate units of accounting for revenue recognition purposes and recognizes revenue on a periodic basis during the contract periods when each deliverable service was provided. Since the contract price is for all the deliverables under the contract, the Group allocates the contract price among all the deliverables at the inception of the arrangement on the basis of their relative selling prices according to the following selling price hierarchy. The Group uses (a) vendor-specific objective evidence of selling price, if it exists; otherwise, (b) third-party evidence of selling price. If neither (a) nor (b) exists, the Group uses (c) management’s best estimate of the selling price for that deliverable. | ||||||
Sales of software products | ||||||
Software product revenues relate to revenues from the sale of educational compact disks (“CDs”) either directly to students or through distributors and sales of educational content downloaded through the Internet. Major software products sold includes Bopo English and the Group’s Practice and Training Platform. The sales arrangements do not include post customer support services and the Group does not provide customers with upgrades. The Group recognizes revenue for these products sold to students when delivery has occurred based on purchase orders, contracts or other documentary evidence, provided that collection of the resulting receivable is reasonably assured. | ||||||
The Group recognizes revenue from sales to distributors with a proven historical payment record as described below for the relevant service or product. If collectability cannot be reasonably assured, especially for sales to distributors for which no historical payment record exists, revenue starts to be recognized upon the collection of cash attributable to the revenue. | ||||||
Ambow Online, Ambow Yuhua, and Shandong Software Companies, Suzhou Yisi Chuangyi Technology Co., Ltd. (“Suzhou Career Enhancement”), which are the companies from which the Group sells its software products, are each subject to 17% value added tax (“VAT”) for the revenues from software products sold in the PRC. Companies that fulfill certain criteria set by the relevant authorities including developing their own software products and registering the software product with the relevant authorities in the PRC are entitled to a refund of VAT equivalent to the excess of VAT paid over 3% of net revenues. | ||||||
For all years presented, Ambow Online and the Shandong Software Companies have met these criteria and therefore were entitled to the VAT refund. Ambow Yuhua has met these criteria and was entitled to the VAT refund since 2011. | ||||||
The Group has adopted gross presentation for VAT, by which VAT is included in revenues and cost of revenues, because the Group considers its VAT obligation and its entitlement to VAT refund as one integrated preferential VAT policy. | ||||||
In 2012, management gradually suspended the sales of software products, and in 2013, no software products were sold. | ||||||
Cost of revenues | ' | |||||
r. Cost of revenues | ||||||
Cost of revenues for educational programs and services primarily consist of teaching fees and performance-linked bonuses paid to the teachers, rental payments for the schools and learning centers, depreciation and amortization of property, equipment and land use rights used in the provision of educational services, costs of educational materials. | ||||||
Cost of revenues for software products primarily consists of raw material costs of compact disks and packaging and license fees. The Group recorded costs incurred duplicating the computer software, documentation, and training materials from the product masters and for physically packaging the product for distribution, and these relative costs incurred were charged to cost of sales when revenue from the sale of those units was recognized. The license fee was charged to cost of revenues over the license period on a straight-line basis. | ||||||
Leases | ' | |||||
s. Leases | ||||||
Operating lease | ||||||
Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Minimum lease payments, including scheduled rent increases, made under operating leases are charged to the consolidated statements of operations and other comprehensive income (loss) on a straight-line basis over the lease term. Contingent rentals are excluded from minimum lease payments, and are recognized as expense when the achievement of the specified target is considered probable. | ||||||
Capital lease | ||||||
When the lease term is equal to 75 percent or more of the estimated economic life of the leased property, the lease is classified as a capital lease, where the lessee assumes substantially all the benefits and risks of ownership. The depreciation is calculated on a straight-line basis over the estimated useful lives of leased property. | ||||||
In a capital lease, assets and liabilities are recorded at the amount of the lesser of (a) the fair value of the leased asset at the inception of the lease or (b) the present value of the minimum lease payments (excluding executing costs) over the lease term. Recorded assets are depreciated over their estimated useful lives. During the lease term, each minimum lease payment is allocated between a reduction of the obligation and interest expense to produce a constant periodic rate of interest on the remaining balance of the obligation. | ||||||
Research and development | ' | |||||
t. Research and development | ||||||
Research and development expenses comprise of (a) payroll, employee benefits, and other headcount-related costs associated with the development of online education technology platforms and courseware, and (b) outsourced development costs. Except for costs related to internal use software and website development costs, the Group expenses all other research and development costs when incurred for the years presented. | ||||||
i) Software to be sold, leased or marketed | ||||||
Costs incurred for the development of online education technology platforms and courseware, prior to the establishment of technological feasibility, are expensed when incurred. Once an online education technology platform or courseware has reached technological feasibility with a proven ability to operate in the market, all subsequent online education technology platform or courseware development costs are capitalized until the product is available for general release. Technical feasibility is evaluated on a product-by-product basis, but typically encompasses technical design documentation. | ||||||
ii) Internal use software | ||||||
The Group expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing software. Direct costs incurred to develop the software during the application development stage that can provide future benefits are capitalized. | ||||||
Capitalized internal use software and website development costs are included in intangible assets. | ||||||
Advertising costs | ' | |||||
u. Advertising costs | ||||||
The Group expenses advertising costs as incurred. Total advertising expenses of continuing operations were RMB138,825, RMB284,483 and RMB 74,380 for the years ended December 31, 2011, 2012 and 2013, respectively, and have been included as part of selling and marketing expenses. | ||||||
Foreign currency translation and transactions | ' | |||||
v. Foreign currency translation and transactions | ||||||
The Group uses RMB as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands, Hong Kong and the British Virgin Islands is the US$, while the functional currency of the other entities in the Group is the RMB. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use US$ as their functional currency, has been translated into RMB. Assets and liabilities are translated from each subsidiary’s functional currency at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the statement of shareholders’ equity and comprehensive income. | ||||||
Foreign currency transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are remeasured at the applicable rates of exchange in effect at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from remeasurement at year-end are recognized in foreign currency exchange gain/loss, net on the consolidated statement of operations. | ||||||
Foreign currency risk | ' | |||||
w. Foreign currency risk | ||||||
The RMB is regulated by the PRC government and is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of PRC, controls the conversion of RMB into foreign currencies. Limitations on foreign exchange transactions imposed by the PRC government could cause future exchange rates to vary significantly from current or historical exchange rates. Further, the value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the PRC Foreign Exchange Trading System market. | ||||||
Fair value of financial instruments | ' | |||||
x. Fair value of financial instruments | ||||||
Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, borrowings and amounts due from and due to related parties. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. In addition, accounts payable arising from school acquisitions are determined based on the incremental borrowing rate discounted using the effective interest method. | ||||||
Net income (loss) per share | ' | |||||
y. Net income (loss) per share | ||||||
Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their respective participating rights. All of the preferred shares of the Company are participating securities on a fixed basis. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the convertible preferred shares (using the if-converted method) and ordinary shares issuable upon the exercise of outstanding share options (using the treasury stock method). Ordinary share equivalents are excluded from the computation of the diluted net income per share in years when their effect would be anti-dilutive. Ordinary shares equivalent are also excluded from the calculation in loss periods, as their effects would be anti-dilutive. | ||||||
Income taxes | ' | |||||
z. Income taxes | ||||||
Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or all of the deferred tax assets will not be realized. Income taxes are provided for in accordance with the laws of the relevant taxing authorities. | ||||||
Uncertain tax positions | ' | |||||
aa. Uncertain tax positions | ||||||
The Group adopted the guidance on accounting for uncertainty in income taxes, which prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Group’s uncertain tax positions and determining its provision for income taxes. The Group establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Group believes that certain positions might be challenged despite its belief that its tax return positions are in accordance with applicable tax laws. The Group adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation, or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties where applicable. See Note 18 (c) for additional information. For the years ended December 31, 2011, 2012 and 2013, the Group did not have any material interest and penalties associated with tax positions. See Note 18 for details of the Group’s tax position as of December 31, 2013. | ||||||
Comprehensive income | ' | |||||
bb. Comprehensive income | ||||||
U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of other comprehensive income or loss consist solely of foreign currency translation adjustments. | ||||||
Share-based compensation | ' | |||||
cc. Share-based compensation | ||||||
The Group grants share options/warrants to its employees, directors and non-employees. The Group measures the cost of employee services received at the grant-date using the fair value of the equity instrument issued net of an estimated forfeiture rate, and therefore only recognizes compensation costs for those shares expected to vest over the service period of the award. The Group records stock-based compensation expense on a straight-line basis over the requisite service period, generally ranging from one year to four years. | ||||||
Cost of services received from non-employees is measured at fair value at the earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided. To the extent the Group recognizes any cost of service prior to the time the non-employees complete their performance, any interim measurements that the Group makes during the performance period are made at the then current fair values of equity instruments at each of those interim financial reporting dates. | ||||||
Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. | ||||||
Business combinations | ' | |||||
dd. Business combinations | ||||||
The assets acquired, the liabilities assumed, and any non-controlling interests in the acquiree are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. | ||||||
Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination. | ||||||
Goodwill represents the excess of the fair value of consideration transferred (plus the fair value of the non-controlling interest, if any) over fair value of the net assets acquired (including recognized intangibles). | ||||||
Long-lived assets to be disposed of | ' | |||||
ee. Long-lived assets to be disposed of | ||||||
For a long-lived asset to be disposed of other than by sale the Group continues to be classified as held and used until it is disposed of. When a long-lived asset ceases to be used, the carrying amount of the asset is written down to its salvage value, if any. | ||||||
The Group classifies for a long-lived asset or disposal group to be sold as held for sale in the period in which all six criteria are met: (1) a plan to sell the asset has been committed to by management; (2) the asset can be sold in its current condition; (3) an active plan has been initiated to find a buyer; (4) it is probable that the asset will be sold and the sale will be completed within one year and will qualify as a complete sale; (5) the sales price is reasonable relative to the asset’s current fair value and the entity is actively marketing the asset; and (6) it is unlikely that the plan to sell the asset will be withdraw or changed significantly. | ||||||
A long-lived asset or disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell, and it is presented separately in the balance sheets. Long-lived assets reclassified as held for sale are not depreciated or amortized. The Group accounts for a component of the Group that has been disposed of or is classified as held for sale and has operations and cash flows that can be clearly distinguished from the rest of the Group. Such component is reported as discontinued operations. In the period in which a component has been disposed of or classified as held for sale, the results of operations, including any gain or loss after tax recognized, less applicable income taxes (benefit), for the periods presented are reclassified into line items of income separately from net income (loss) from continuing operations before extraordinary items (if applicable), in the statements of operations and other comprehensive income (loss). | ||||||
For a component of the Group that either has been disposed of or is classified as held for sale, the Group accounted for the result of operations of the component as a discontinued operation when (1) the operations and cash flows of the component have been or will be eliminated from the ongoing operations of the Group as a result of the disposal transaction; and (2) the Group will not have any significant continuing involvement in the operations of the component after the disposal transaction. | ||||||
Loss contingencies | ' | |||||
ff. Loss contingencies | ||||||
An estimated loss contingency is accrued and charged to the consolidated statements of operations and other comprehensive income (loss) if both of the following conditions are met: (1) Information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements. It is implicit in this condition that it must be probable that one or more future events will occur confirming the fact of the loss; (2) The amount of loss can be reasonably estimated. | ||||||
The Group reviews its contingent issues on a timely basis to identify whether the above conditions are met. | ||||||
Recently issued accounting pronouncements | ' | |||||
gg. Recently issued accounting pronouncements | ||||||
In April 2014, the FASB issued ASU No.2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which amends the definition of a discontinued operation in ASC 205-20 and requires entities to disclose additional information about disposal transactions that do not meet the discontinued-operations criteria. ASU 2014-08 provides more decision-useful information to users and to elevate the threshold for a disposal transaction to qualify as a discontinued operation. This Update is effective when all disposals (or classifications as held for sale) of components of an entity and all businesses or nonprofit activities that, on acquisition, are classified as held for sale that occur within annual period beginning on or after December 15, 2014, and interim periods within those years. The Group is currently assessing the impact on its consolidated results of operations or financial position. | ||||||
Recently issued ASUs by the FASB, except for the ones mentioned above, do not have significant impact on the company’s consolidated results of operations or financial position. | ||||||
ORGANIZATION_AND_PRINCIPAL_ACT1
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | |||||||
Schedule of the Company's major subsidiaries and VIEs | ' | |||||||
As of December 31, 2013, the Company’s major subsidiaries and VIEs include the following entities: | ||||||||
Name | Date of | Place of | Principal activity | |||||
incorporation | Incorporation | |||||||
or establishment | (or establishment) | |||||||
/operation | ||||||||
Subsidiaries | ||||||||
Beijing Ambow Online Software Co., Ltd. (“Ambow Online”) | August 24, 2000 | PRC | Software product and Investment holding | |||||
Ambow Education Co., Ltd. | January 25, 2005 | Cayman Islands | Investment holding | |||||
Ambow Education Ltd. | June 6, 2007 | Cayman Islands | Investment holding | |||||
Ambow Education (Hong Kong) Ltd. | December 17, 2007 | Hong Kong | Investment holding | |||||
Beijing Ambow Chuangying Education and Technology Co., Ltd. | January 18, 2008 | PRC | Investment holding | |||||
Wenjian Gongying Venture Investment Enterprise | July 20, 2009 | PRC | Investment holding | |||||
Ambow (Dalian) Education and Technology Co., Ltd | March 10, 2009 | PRC | Career enhancement and Investment holding | |||||
Ambow Education Management (Hong Kong ) Ltd | November 9, 2009 | Hong Kong | Investment holding | |||||
Ambow Education Management Ltd. | June 6, 2007 | Cayman Islands | Investment holding | |||||
Beijing Ambow Shengying Education and Technology Co., Ltd. | October 13, 2008 | PRC | Investment holding | |||||
Tianjin Ambow Yuhua Software Information Co., Ltd. (“Ambow Yuhua”) | March 31, 2010 | PRC | Software product and Investment holding | |||||
Variable interest entities (“VIEs”) | ||||||||
Beijing Normal University Ambow Education Technology Co., Ltd.( “Ambow Shida”) | July 30, 2004 | PRC | Investment holding | |||||
Shanghai Ambow Education Information Consulting Co., Ltd. (“Ambow Shanghai”) | May 16, 2006 | PRC | Investment holding | |||||
Ambow Sihua Education and Technology Co., Ltd. (“Ambow Sihua”) | April 17, 2007 | PRC | Investment holding | |||||
Suzhou Wenjian Venture Investment Management Consulting Co., Ltd. (“Suzhou Wenjian”) | February 25, 2009 | PRC | Investment holding | |||||
Name | Date of | Place of | Principal activity | |||||
incorporation | Incorporation | |||||||
or establishment | (or establishment) | |||||||
/operation | ||||||||
Subsidiaries of VIEs | ||||||||
Beijing Jinghan Education and Technology Co., Ltd. (“Beijing JH Tutoring”) | January 21, 2009 | PRC | Tutoring | |||||
Hebei Yuanlong Corporate Management Co., Ltd. (“Hebei YL Career Enhancement”) | January 13, 2011 | PRC | Career Enhancement | |||||
Beijing Genesis Education Group (“Genesis Career Enhancement”) | May 1, 2011 | PRC | Career Enhancement | |||||
Beijing Jinghan Taihe Education Technology Co., Ltd. (“Beijing JT Tutoring”) | July 14, 2010 | PRC | Tutoring | |||||
Ambow Jingxue (Beijing) Technology Co., Ltd. | April 15,2011 | PRC | Tutoring | |||||
Changsha Newer Education Consulting Co., Ltd.(“Changsha Career Enhancement”) | September 16, 2002 | PRC | Career Enhancement | |||||
Kunshan Ambow Education Technology Co., Ltd | August 28, 2008 | PRC | Career Enhancement | |||||
Shanghai Hero Further Education Institute | January 9, 2009 | PRC | Career Enhancement | |||||
Beijing Century Passion Consulting Co., Ltd.(“Beijing Century Tutoring”) | 1-Apr-02 | PRC | Tutoring | |||||
Schools of VIEs | ||||||||
Changsha Study School (“Changsha Tutoring”) | June 1, 1984 | PRC | Tutoring | |||||
Beijing Intelligent Training School (“Beijing YZ Tutoring”) | December 30, 1994 | PRC | Tutoring | |||||
Hunan Changsha Tongsheng Lake Experimental School (“Changsha K-12”) | June 18, 1999 | PRC | K-12 School | |||||
Jilin Clever Training School (“Jilin Tutoring”) | May 8, 2000 | PRC | Tutoring | |||||
Shenyang Universe High School (“Shenyang K-12”) | December 8, 2003 | PRC | K-12 School | |||||
Shuyang Galaxy School (“Shuyang K-12”) | November 1, 2008 | PRC | K-12 School | |||||
Beijing Haidian Ambow Xinganxian Training School | March 28, 2005 | PRC | Tutoring | |||||
Beijing Huairou Xinganxian Training School | March 10, 2011 | PRC | Tutoring | |||||
Schedule of consolidated financial information of the Group's VIEs and Non-VIEs were included in the accompanying consolidated financial statements of the Group | ' | |||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
RMB | RMB | |||||||
Total assets | 2,822,537 | 1,654,036 | ||||||
Total liabilities | 1,324,957 | 1,069,031 | ||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Net revenue | 1,001,761 | 1,215,551 | 1,138,521 | |||||
Net loss | (102,892 | ) | (852,927 | ) | (479,323 | ) | ||
Schedule of the Group's cash and cash equivalents by currency denomination and jurisdiction | ' | |||||||
The following table sets forth a breakdown of the Group’s cash and cash equivalents by currency denomination and jurisdiction as of December 31, 2013: | ||||||||
US$ | ||||||||
Cayman Island | 147 | |||||||
Hong Kong | 19 | |||||||
Non-VIEs in PRC | 1,152 | |||||||
Total US$ | 1,318 | |||||||
Schedule of the cash and cash equivalents held by the Group's VIEs and non-VIE in PRC | ' | |||||||
The following table sets forth cash and cash equivalents held by the Group’s VIEs and non-VIE in PRC as of December 31, 2013 | ||||||||
RMB | ||||||||
VIEs in PRC | 168,487 | |||||||
Non-VIEs in PRC | 829 | |||||||
Total RMB | 169,316 |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
Schedule of estimated useful lives for calculation of depreciation | ' | |||||
Buildings | 20 — 40 years | |||||
Motor vehicles | 5 years | |||||
Office and computer equipment | 3 — 5 years | |||||
Leasehold improvements | Shorter of the remaining lease terms or estimated useful lives | |||||
Schedule of original useful lives of intangible assets | ' | |||||
Software | 3 years to 5 years | |||||
Student populations | 2.8 years to 15 years | |||||
Customer relationships | 1.8 years to 5.7 years | |||||
Cooperative agreements | 1.3 years to 10 years | |||||
Favorable leases | 0.8 years to 20 years | |||||
Non compete agreement | 3 years to 4.5 years | |||||
Trade names | Indefinite | |||||
Schedule of deferred revenue balances by segments | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Career Enhancement | 49,376 | 32,606 | ||||
K-12 | 36,116 | 42,573 | ||||
Tutoring | 404,611 | 459,738 | ||||
Total | 490,103 | 534,917 |
ACCOUNTS_RECEIVABLE_NET_Tables
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
ACCOUNTS RECEIVABLE, NET | ' | |||||
Schedule of accounts receivable, net | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Accounts receivable | 102,490 | 161,829 | ||||
Less: Allowance for doubtful accounts | (34,584 | ) | (113,074 | ) | ||
Accounts receivable, net | 67,906 | 48,755 | ||||
Allowance for doubtful accounts: | ||||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Balance at beginning of year | (14,639 | ) | (34,584 | ) | ||
Addition | (24,796 | ) | (78,867 | ) | ||
Written off | 4,851 | 377 | ||||
Balance at end of year | (34,584 | ) | (113,074 | ) |
PREPAID_AND_OTHER_CURRENT_ASSE1
PREPAID AND OTHER CURRENT ASSETS, NET (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
PREPAID AND OTHER CURRENT ASSETS, NET | ' | |||||
Schedule of prepaid and other current assets | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Deposits for acquisition (Note i) | 21,998 | 1,174 | ||||
Current portion of prepaid advertising expense | 12,755 | — | ||||
Receivables arising from the termination of arrangements | 12,037 | 9,037 | ||||
Amount due from Xihua Group (Note i & ii) | 75,100 | 49,800 | ||||
Value added tax refundable | 34,879 | 25,012 | ||||
Rental deposits | 28,456 | 26,507 | ||||
Receivable from Zhenjiang operating rights (Note iii) | 35,000 | 35,000 | ||||
Prepaid rental fees | 30,566 | 20,561 | ||||
Staff advances | 8,940 | 14,637 | ||||
Prepaid professional services fees | 1,902 | 1,409 | ||||
Due from former owners | 6,295 | 14,973 | ||||
Prepaid channel and Commission fee | 3,353 | 6,393 | ||||
Amount due from third parties | 3,022 | 9,022 | ||||
Deposit for establishing school | 7,500 | — | ||||
Others | 43,432 | 36,993 | ||||
Total before allowance for doubtful accounts | 325,235 | 250,518 | ||||
Less: allowance for doubtful accounts | (7,500 | ) | (10,962 | ) | ||
Total | 317,735 | 239,556 | ||||
(Note i) Due to uncollectable deposits for terminated contracts and worse financial position of debtors, in March 2013, the Group entered into a Receivable Transfer Agreement to Suzhou Qingrun Guarantee Company Ltd (“Suzhou Qingrun”) to transfer certain receivable amounting to RMB 164,680, in which RMB 161,180 and RMB 3,500 are related to Prepaid and other current assets and Other non-current assets; respectively. Table below summarizes the amount of receivable transferred and consideration allocated based on management’s estimation on the recoverability. As a result, the excess portion of consideration amounting to RMB 126,680 and RMB 3,000 was written off for prepaid and other current assets and other non-current assets as of December 31, 2012, respectively. The total consideration of RMB 35,000 has been collected in the year 2013. | ||||||
(Note ii) As of December 31, 2012, the original amounts due from Xihua Group was RMB 198,809, among which RMB 102,180 has been transferred in 2013(see Note (i)) with consideration allocated of RMB 25,300. As of December 31, 2012, the payable balance recorded by a subsidiary prior to its acquisition by the Group with indemnity by Xihua Group amounted to RMB 49,800, therefore, no provision was made for the indemnity. As a result, the total recoverable receivable is RMB 75,100, and the remaining balance was deemed not recoverable and was fully written off as of December 31, 2012. As of December 31, 2013, the consideration has been collected, and the remaining indemnity balance was RMB 49,800, which was still outstanding as of the date of issuance of the financial statements. | ||||||
(Note iii) The balance represented the prepaid operating rights to the Zhenjiang Foreign Language School and Zhenjiang International School. The Group started a negotiation of returning the operating right back to the original owner Zhenjiang Education Investment Center in the third quarter of 2011. As a result, the prepaid operating rights have been reclassified as receivable since then. As of December 31, 2012 and 2013, the payable balance to Zhenjiang Foreign Language School amounted to RMB36,770 and RMB36,770, respectively; therefore, no provision was made. As of the date of issuance of the financial statements, the negotiation was still in progress. | ||||||
Schedule of allowance for doubtful accounts | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Balance at beginning of year | — | (7,500 | ) | |||
Addition | (255,443 | ) | (15,718 | ) | ||
Written off | 247,943 | 12,256 | ||||
Balance at end of year | (7,500 | ) | (10,962 | ) | ||
Schedule of prepaid and other current assets written off | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Arising from Subsequent Receivable Transfer Agreements (Note i) | ||||||
Deposits for acquisition | 33,800 | — | ||||
Receivables arising from the termination of arrangements | 16,000 | — | ||||
Amount due from Xihua Group | 76,880 | — | ||||
Other deemed not recoverable | ||||||
Deposits for acquisition | 23,701 | — | ||||
Amount due from Xihua Group (Note ii) | 46,829 | — | ||||
Due from former owners | 27,056 | — | ||||
Others | 23,677 | 12,256 | ||||
Total | 247,943 | 12,256 | ||||
(Note i) Due to uncollectable deposits for terminated contracts and worse financial position of debtors, in March 2013, the Group entered into a Receivable Transfer Agreement to Suzhou Qingrun Guarantee Company Ltd (“Suzhou Qingrun”) to transfer certain receivable amounting to RMB 164,680, in which RMB 161,180 and RMB 3,500 are related to Prepaid and other current assets and Other non-current assets; respectively. Table below summarizes the amount of receivable transferred and consideration allocated based on management’s estimation on the recoverability. As a result, the excess portion of consideration amounting to RMB 126,680 and RMB 3,000 was written off for prepaid and other current assets and other non-current assets as of December 31, 2012, respectively. The total consideration of RMB 35,000 has been collected in the year 2013. | ||||||
(Note ii) As of December 31, 2012, the original amounts due from Xihua Group was RMB 198,809, among which RMB 102,180 has been transferred in 2013(see Note (i)) with consideration allocated of RMB 25,300. As of December 31, 2012, the payable balance recorded by a subsidiary prior to its acquisition by the Group with indemnity by Xihua Group amounted to RMB 49,800, therefore, no provision was made for the indemnity. As a result, the total recoverable receivable is RMB 75,100, and the remaining balance was deemed not recoverable and was fully written off as of December 31, 2012. As of December 31, 2013, the consideration has been collected, and the remaining indemnity balance was RMB 49,800, which was still outstanding as of the date of issuance of the financial statements | ||||||
Summary of receivable transferred and consideration allocated based on management's estimation on the recoverability | ' | |||||
As of December 31, 2012 | ||||||
Amount | Consideration | |||||
transferred | allocated | |||||
RMB | RMB | |||||
Prepaid and other current assets: | ||||||
Deposits for acquisition | 40,000 | 6,200 | ||||
Receivables arising from the termination of arrangements | 19,000 | 3,000 | ||||
Amount due from Xihua Group | 102,180 | 25,300 | ||||
Other non-current assets | 3,500 | 500 | ||||
Total | 164,680 | 35,000 |
CONSIDERATION_RECEIVABLE_NET_T
CONSIDERATION RECEIVABLE, NET (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
CONSIDERATION RECEIVABLE, NET | ' | |||||
Schedule of consideration receivables | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Receivables resulting from disposals (Note 25 (a)) | 14,000 | 14,000 | ||||
Due from Summitview Investment Limited (Note i) | — | 67,066 | ||||
Due from Taishidian Holding (Note iii) | — | 66,894 | ||||
Receivable resulting from disposal of Taishidian Holding (Note ii) | — | 234,500 | ||||
Sub-total | 14,000 | 382,460 | ||||
Less: allowance for doubtful accounts (Note ii & iii) | (200 | ) | (191,594 | ) | ||
Total | 13,800 | 190,866 | ||||
(Note i) The balance represented the outstanding consideration receivable from SummitView related to the issuance of 30,801,128 Class A Ordinary Shares of the Company (see Note 15). | ||||||
(Note ii) On July 25, 2013, the Group entered in a letter for intent with Kunshan Venture to transfer the equity interest of Taishidian Holding, with consideration of RMB 234,500, which is still subject to further negotiation and approval from the local government as of the date of issuance of the financial statements. The legal title of Taishidian Holding has been transferred to Kunshan Venture in July 2013, and the Group has no continuing involvement in Taishidian Holding since that. Management assessed the recoverable value with best estimation to be approximately RMB 110,000. Bad debt provision of RMB 124,500 was provided for the excessive portion and was included in the disposal loss (See Note 25.d (6). | ||||||
(Note iii) Full provision was provided for amount due from Taishidian Holding of RMB 66,894 as of December 31, 2013, as a result of disposal of Taishidian Holding (see Note 25(c)). This receivable was eliminated in consolidated financial statements as of December 31, 2012. |
PROPERTY_AND_EQUIPMENT_NET_Tab
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
PROPERTY AND EQUIPMENT, NET | ' | |||||
Schedule of property and equipment | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Buildings | 60,890 | 64,263 | ||||
Capital lease of property | 52,133 | 57,324 | ||||
Motor vehicles | 9,400 | 8,436 | ||||
Office and computer equipment | 107,832 | 102,438 | ||||
Leasehold improvements | 198,656 | 192,539 | ||||
428,911 | 425,000 | |||||
Less: accumulated depreciation | (116,606 | ) | (158,401 | ) | ||
Add: construction in progress | 716 | 716 | ||||
Total | 313,021 | 267,315 |
LAND_USE_RIGHTS_NET_Tables
LAND USE RIGHTS, NET (Tables) (Land Use Right) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Land Use Right | ' | |||||
LAND USE RIGHTS, NET | ' | |||||
Schedule of land use rights | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Land use rights | 2,218 | 2,218 | ||||
Less: accumulated amortization | (149 | ) | (193 | ) | ||
Land use rights, net | 2,069 | 2,025 |
INTANGIBLE_ASSETS_NET_Tables
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
INTANGIBLE ASSETS, NET | ' | |||||
Summary of Intangible assets | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Gross carrying amount | ||||||
Trade name | 150,292 | 131,608 | ||||
Student populations | 82,440 | 66,090 | ||||
Software | 93,203 | 91,352 | ||||
Customer relationship | 7,390 | 7,390 | ||||
Cooperative agreement* | 5,263 | 5,230 | ||||
Favorable lease | 63,237 | 63,237 | ||||
Non-compete agreement | 3,188 | 3,188 | ||||
405,013 | 368,095 | |||||
Less: Accumulated amortization | ||||||
Trade name | — | — | ||||
Student populations | (62,295 | ) | (55,975 | ) | ||
Software | (60,181 | ) | (71,659 | ) | ||
Customer relationship | (2,235 | ) | (3,272 | ) | ||
Cooperative agreement* | (1,346 | ) | (2,021 | ) | ||
Favorable lease | (10,652 | ) | (13,786 | ) | ||
Non-compete agreement | (198 | ) | (302 | ) | ||
(136,907 | ) | (147,015 | ) | |||
Intangible assets, net | ||||||
Trade name | 150,292 | 131,608 | ||||
Student populations | 20,145 | 10,115 | ||||
Software | 33,022 | 19,693 | ||||
Customer relationship | 5,155 | 4,118 | ||||
Cooperative agreement* | 3,917 | 3,209 | ||||
Favorable lease | 52,585 | 49,451 | ||||
Non-compete agreement | 2,990 | 2,886 | ||||
268,106 | 221,080 | |||||
*In connection with the acquisitions completed in 2009 and 2011, the Group identified certain cooperative agreements as intangible assets, which were entered into by the sellers prior to the acquisitions. These cooperative agreements offer the Group the right to be affiliated with certain reputable universities in PRC. |
GOODWILL_Tables
GOODWILL (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
GOODWILL | ' | |||||||||||
Schedule of changes in the carrying amount of goodwill by segment | ' | |||||||||||
Better Schools | Better Jobs | |||||||||||
K-12 | Career | |||||||||||
Tutoring | Schools | Subtotal | Enhancement | Consolidated | ||||||||
RMB | RMB | RMB | RMB | RMB | ||||||||
Balance as of January 1, 2012 | 454,900 | 135,769 | 590,669 | 409,075 | 999,744 | |||||||
Goodwill acquired during the year(Note 23 (8)) | 70,580 | — | 70,580 | — | 70,580 | |||||||
Goodwill impairment (Note (i)) | (99,343 | ) | — | (99,343 | ) | (345,244 | ) | (444,587 | ) | |||
Foreign currency translation adjustments | (754 | ) | (239 | ) | (993 | ) | (352 | ) | (1,345 | ) | ||
Balance as of December 31, 2012 | 425,383 | 135,530 | 560,913 | 63,479 | 624,392 | |||||||
Goodwill balance deconsolidated (Note 26) | (87,308 | ) | — | (87,308 | ) | (5,838 | ) | (93,146 | ) | |||
Foreign currency translation adjustments | (4,956 | ) | (2,947 | ) | (7,903 | ) | (963 | ) | (8,866 | ) | ||
Balance as of December 31, 2013 | 333,119 | 132,583 | 465,702 | 56,678 | 522,380 | |||||||
Note (i) In light of the following changed fact and circumstances, which indicated a potential impairment loss on the goodwill of reporting units. The internal investigation (see Note 30(3)) influenced the Group’s financing activity, whereas the operating activities were affected by the decline of software sales business. Due to lack of financing, the Group suspended its investment plan which was not anticipated in the 2011 impairment assessments. The Group therefore performed an impairment analysis for the reporting units as of September 30, 2012. The Group performed the first step of its goodwill impairment test and determined the carrying value of the reporting units exceeded their fair value. The fair value of the reporting units was estimated using a discounted cash flow method. The valuation technique is based on a number of estimates and assumptions, including the projected future cash inflow from the reporting units, appropriate discount rates in the range from 16% to 17% and terminal growth rate of 3% and etc. Having determined that the goodwill was potentially impaired, the Group began performing the second step of the goodwill impairment analysis which involved calculating the implied fair value of the goodwill by allocating the fair value of the reporting units to all of their assets and liabilities other than goodwill and comparing the residual amount to the carrying value of goodwill. Accordingly, the Group recorded impairment losses of RMB 478,710 against the goodwill allocated to the reporting units for the year ended December 31, 2012. The impairment loss on goodwill related to 21st School during the year ended December 31, 2012, amounting to RMB 34,122, was reclassified to discontinue operation. There was no impairment loss for the year ended December 31, 2013. |
OTHER_NONCURRENT_ASSETS_NET_Ta
OTHER NON-CURRENT ASSETS, NET (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
OTHER NON-CURRENT ASSETS, NET | ' | |||||
Schedule of other non-current assets | ' | |||||
As of December 31 | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Prepaid long-term lease (Note (i)) | 111,087 | 119,864 | ||||
Deposit for training centers under construction (Note (ii)) | 30,366 | 30,366 | ||||
Prepaid leasehold improvement maintenance fee (Note (ii)) | 23,376 | 20,092 | ||||
Prepayment for new training base project (Note (ii)) | 65,609 | 65,609 | ||||
Long-term receivable from ChanganXindi Electronics Company | — | 4,000 | ||||
Others | 8,269 | 9,441 | ||||
Less: Allowance for doubtful accounts(Note (iii)) | — | (65,609 | ) | |||
Other non-current assets, net | 238,707 | 183,763 | ||||
Note (i) As of December 31, 2013, the balance included prepaid long-term lease of land portion of Ambow Beijing Campus with original amount of RMB 128,717and prepaid long-term lease of a new Career Enhancement education facility in Guangzhou (“Ambow Guangzhou Campus”) with original amount of RMB 59,206, respectively. The lease of building portion of Ambow Beijing Campus was classified as property as result of meeting criteria of capital lease. The lease of Ambow Beijing Campus and Ambow Guangzhou Campus started in 2012. | ||||||
For the year ended December 31, 2013, the Group recorded an impairment loss of RMB 1,180 on its prepaid long-term lease due to it was occupied by one deconsolidated subsidiary (see Note 26), who had been physically using the lease. | ||||||
For the year ended December 31, 2012,the Group recognized impairment of RMB 55,825due to the decline of business. There was no impairment loss for the year ended December 31, 2011. | ||||||
For the years ended December 31, 2011, 2012 and 2013, amortization expenses of continuing operations was RMB nil, RMB 5,666 and RMB5,388, respectively. | ||||||
Note (ii) In the year 2012, the Group entered into an agreements with a third party contractor to build 39 new training centers. Pursuant to these agreements, the Group paid to the third party contractor a deposit of approximately RMB 54,870 and 12 training centers with cost of approximately RMB 24,504 were delivered to the Group as of December 31, 2012. No training centers were delivered to the Group in the year 2013. | ||||||
In the year 2012, the 8 year’s maintenance service of certain acquired training centers was provided by the same third party contractor with cost of RMB 26,267. The accumulated amortization of the maintenance service cost was RMB 2,891 and RMB 6,175 as of December 31, 2012 and 2013, respectively. | ||||||
Note (iii) The balance represents the prepayment for establishing a new training base in Tianjin Campus of RMB 65,609, which required material capital commitment to be incurred. Considering the Group’s tight cash situation, management considered it did not have adequate capacity to fulfill the capital commitment. As a result, the Group provided full allowance on the balance for doubtful accounts as at December 31, 2013 due to the uncertain recoverability. |
ACCRUED_AND_OTHER_LIABILITIES_
ACCRUED AND OTHER LIABILITIES (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
ACCRUED AND OTHER LIABILITIES | ' | |||||
Schedule of accrued and other liabilities | ' | |||||
As of December 31, | ||||||
2012 | 2013 | |||||
RMB | RMB | |||||
Business tax, VAT and others | 90,908 | 72,953 | ||||
Accrued payroll and welfare | 80,126 | 63,430 | ||||
Current portion of consideration payable for acquisitions | 15,270 | 14,354 | ||||
Payable balance with indemnity by Xihua Group (Note 5(ii)) | 49,800 | 49,800 | ||||
Accrual for rental | 38,688 | 38,473 | ||||
Professional service fees payable | 21,824 | 39,231 | ||||
Amounts due to cooperating partners | 16,908 | 15,116 | ||||
Payable to Zhenjiang Foreign Language School (Note 5(iv)) | 36,770 | 36,770 | ||||
Receipt in advance | 11,906 | 6,506 | ||||
Due to former owners(Note i) | 2,856 | 5,747 | ||||
Others | 35,305 | 73,429 | ||||
Total | 400,361 | 415,809 | ||||
(Note i)The balance included the amounts due to former owners of subsidiaries who were no longer classified as the Group’s related parties (See Note 24). |
SHORTTERM_BORROWINGS_Tables
SHORT-TERM BORROWINGS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
SHORT-TERM BORROWINGS | ' | |||||||
Schedule of short-term borrowings | ' | |||||||
As of December 31 | ||||||||
2012 | 2013 | |||||||
Maturities | RMB | RMB | ||||||
Unsecured short-term bank loans | April 2013 to July 2013 | 60,000 | — | |||||
Secured short-term borrowingsfrom third party | April 2014 to May 2014 | — | 50,000 | |||||
Unsecured short-term borrowingsfrom third parties | February 2014 to December 2014 | — | 20,800 | |||||
Unsecured short-term borrowings from individuals | July 2013 to November 2014 | — | 27,630 | |||||
Total Short-term borrowings | 60,000 | 98,430 |
CONVERTIBLE_LOAN_Tables
CONVERTIBLE LOAN (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
CONVERTIBLE LOAN | ' | |||||||
Schedule of Convertible loan | ' | |||||||
As of December 31 | ||||||||
2012 | 2013 | |||||||
RMB | RMB | |||||||
Principal IFC loan | 125,710 | 102,905 | ||||||
Unamortized discount | (4,554 | ) | — | |||||
Net carrying amount | 121,156 | 102,905 |
SHARE_BASED_COMPENSATION_Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
SHARE BASED COMPENSATION | ' | |||||||||||||||||||||||||
Summary of the share option activity | ' | |||||||||||||||||||||||||
Year ended December 31, 2011 | Year ended December 31, 2012 | Year ended December 31, 2013 | ||||||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | Shares | Weighted | Weighted | Aggregate | Shares | Weighted | Weighted | Aggregate | |||||||||||||||
Average | Average | Intrinsic | Average | Average | Intrinsic | Average | Average | Intrinsic | ||||||||||||||||||
Exercise | Remaining | Value | Exercise | Remaining | Value | Exercise | Remaining | Value | ||||||||||||||||||
Price | Contractual | Price | Contractual | Price | Contractual | |||||||||||||||||||||
Term | Term | Term | ||||||||||||||||||||||||
Outstanding at beginning of year | 18,321,585 | 15.9 | 7.1 | 553,155 | 16,762,302 | 17.25 | 6.5 | 85,750 | 16,153,312 | 18.3 | 5.9 | 29,114 | ||||||||||||||
Granted | 992,700 | 32.91 | — | (12,449 | ) | 2,205,250 | 20.76 | — | — | — | — | — | — | |||||||||||||
Exercised | (1,914,088 | ) | 1.47 | — | 36,433 | (1,494,420 | ) | 5.12 | — | 5,856 | — | — | — | — | ||||||||||||
Forfeited or expired | (637,895 | ) | 27.73 | — | — | (1,319,820 | ) | 24.75 | — | — | (2,633,211 | ) | 20.98 | — | 54,430 | |||||||||||
Outstanding at end of year | 16,762,302 | 17.25 | 6.5 | 85,750 | 16,153,312 | 18.3 | 5.9 | 29,114 | 13,520,101 | 16.89 | 4.54 | 10,940 | ||||||||||||||
Exercisable at end of year | 11,733,255 | 12.66 | 5.8 | 113,896 | 12,963,768 | 16.25 | 5.4 | 29,112 | 13,201,305 | 16.72 | 4.46 | 10,940 | ||||||||||||||
Expected tovested | 119,485 | 26.09 | 7.2 | — | ||||||||||||||||||||||
SHARE BASED COMPENSATION | ' | |||||||||||||||||||||||||
Summary of unvested options under the employee share option plan | ' | |||||||||||||||||||||||||
Year ended December 31, 2013 | ||||||||||||||||||||||||||
Shares | Weighted Average | |||||||||||||||||||||||||
Grant-date fair value | ||||||||||||||||||||||||||
Unvested at January 1, 2013 | 3,484,919 | 11.91 | ||||||||||||||||||||||||
Granted | — | — | ||||||||||||||||||||||||
Vested | 1,702,797 | 11.24 | ||||||||||||||||||||||||
Forfeited | 1,177,951 | 11.6 | ||||||||||||||||||||||||
Unvested at December31, 2013 | 604,171 | 10.47 | ||||||||||||||||||||||||
Binomial Pricing model | ' | |||||||||||||||||||||||||
SHARE BASED COMPENSATION | ' | |||||||||||||||||||||||||
Schedule of assumptions used | ' | |||||||||||||||||||||||||
Year ended | Year ended | |||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||
Risk-free rate of return | 1.2%0~4.40% | 3.2%~3.26% | ||||||||||||||||||||||||
Exercise multiple (applicable to awards granted to employees only) | 2~3 | 2~3 | ||||||||||||||||||||||||
Post-vesting forfeiture rate (applicable to awards granted to employees only) | 3% | 0%~1% | ||||||||||||||||||||||||
Expected term | 1.5~10 | 1.5~10 | ||||||||||||||||||||||||
Volatility rate | 41.00%~50.00% | 47% | ||||||||||||||||||||||||
Weighted average volatility rate | 46.54% | 47% | ||||||||||||||||||||||||
Dividend yield | — | — |
TAXATION_Tables
TAXATION (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
TAXATION | ' | |||||||
Schedule of significant components of the provision for income taxes on earnings | ' | |||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Current: | ||||||||
PRC | 53,105 | 58,218 | 2,992 | |||||
Deferred: | ||||||||
PRC | (15,866 | ) | (110,846 | ) | (32,463 | ) | ||
Provision for income tax expenses (benefits) | 37,239 | (52,628 | ) | (29,471 | ) | |||
Schedule of aggregate amount and per share effect of the tax holidays | ' | |||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
The aggregate amount of tax holidays | (59,580 | ) | — | — | ||||
The aggregate effect on basic and diluted net income per share: | ||||||||
- Basic | (0.42 | ) | — | — | ||||
- Diluted | (0.40 | ) | — | — | ||||
Schedule of principal components of the Group's deferred tax assets and liabilities | ' | |||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
RMB | RMB | |||||||
Current deferred tax assets: | ||||||||
Accrued expense | 24,778 | 16,218 | ||||||
Allowance for doubtful accounts | 50,228 | 15,942 | ||||||
Others | — | — | ||||||
75,006 | 32,160 | |||||||
Less: valuation allowance on current deferred tax assets | (59,570 | ) | (21,128 | ) | ||||
Total current deferred tax assets | 15,436 | 11,032 | ||||||
Non-current deferred tax assets: | ||||||||
Tax loss carried forward | 272,361 | 446,569 | ||||||
Impairment of long-lived tangible assets | 33,485 | 33,631 | ||||||
Deferred advertising expense | 25,234 | 19,876 | ||||||
Others | 4,064 | 5,444 | ||||||
335,144 | 505,520 | |||||||
Less: valuation allowance on non-current deferred tax assets | (282,062 | ) | (423,818 | ) | ||||
Total non-current deferred taxes assets, net | 53,082 | 81,702 | ||||||
Non-current deferred tax liabilities: | ||||||||
- Unrecognized valuation surplus and deficit - Acquisition | 121,519 | 103,779 | ||||||
- Unrecognized valuation surplus and deficit - Decrease due to amortization and impairment | (59,782 | ) | (50,939 | ) | ||||
- Tax nondeductible long-lived assets | 46,629 | 67,166 | ||||||
- Tax nondeductible long-lived assets — Decrease due to amortization and impairment | (11,862 | ) | (16,256 | ) | ||||
Total deferred tax liabilities | 96,504 | 103,750 | ||||||
Schedule of roll-forward of the valuation allowance | ' | |||||||
As of December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Balance at beginning of the year | 13,313 | 42,976 | 341,632 | |||||
Allowance made during the year | 32,668 | 298,656 | 103,314 | |||||
Reversals | (3,005 | ) | — | — | ||||
Balance at end of the year | 42,976 | 341,632 | 444,946 | |||||
Schedule of reconciliation between total income tax expense and the amount computed by applying the weighted average statutory income tax rate to income before income taxes | ' | |||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
% | % | % | ||||||
Weighted average statutory tax rate | 25 | % | 25 | % | 25 | % | ||
Tax effect of preferential tax treatments | (30 | )% | — | — | ||||
Tax effect of non-deductible expenses | 5 | % | (2 | )% | (6 | )% | ||
Tax effect of non-taxable income | (1 | )% | — | |||||
Tax effect of tax-exempt entities | 8 | % | (2 | )% | (5 | )% | ||
Previous years unrecognized tax effect | — | (2 | )% | — | ||||
Changes in valuation allowance | 12 | % | (16 | )% | (10 | )% | ||
Effective tax rates | 19 | % | 3 | % | 4 | % | ||
Schedule of reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions | ' | |||||||
As of December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Unrecognized tax benefits, beginning of year | 11,627 | 13,469 | 16,740 | |||||
Increases related to current tax positions | 1,842 | 3,271 | 1,395 | |||||
Decrease due to deconsolidation | — | — | (3,205 | ) | ||||
Unrecognized tax benefits, end of year | 13,469 | 16,740 | 14,930 |
NET_INCOME_LOSS_PER_SHARE_Tabl
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
NET INCOME (LOSS) PER SHARE | ' | |||||||
Schedule of computation of basic and diluted net income (loss) per share | ' | |||||||
Years ended December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Numerator: | ||||||||
Numerator for basic income (loss) from continuing operations per share | 165,478 | (1,616,946 | ) | (630,613 | ) | |||
Numerator for basic loss from discontinued operations per share | (144,293 | ) | (4,220 | ) | (276,205 | ) | ||
Numerator for diluted income (loss) from continuing operations per share | 165,478 | (1,616,946 | ) | (630,613 | ) | |||
Numerator for diluted loss from discontinued operations per share | (144,293 | ) | (4,220 | ) | (276,205 | ) | ||
Denominator: | ||||||||
Denominator for basic income (loss) per share weighted average ordinary shares outstanding | 142,939,038 | 145,659,940 | 163,942,809 | |||||
Denominator for diluted income (loss) per share weighted average ordinary shares outstanding | 150,432,812 | 145,659,940 | 163,942,809 | |||||
Basic income (loss) per share- continuing operations | 1.16 | (11.10 | ) | (3.85 | ) | |||
Basic loss per share- discontinued operations | (1.01 | ) | (0.03 | ) | (1.68 | ) | ||
Diluted income (loss) per share- continuing operations | 1.1 | (11.10 | ) | (3.85 | ) | |||
Diluted loss per share- discontinued operations | (1.01 | ) | (0.03 | ) | (1.68 | ) |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
COMMITMENTS AND CONTINGENCIES | ' | |||
Schedule of future minimum lease payments under non-cancelable operating leases | ' | |||
Future minimum lease payments under non-cancelable operating leases as of December 31, 2013 were as follows: | ||||
Amount | ||||
RMB | ||||
2014 | 94,086 | |||
2015 | 79,899 | |||
2016 | 52,996 | |||
2017 | 27,458 | |||
2018 | 17,672 | |||
Thereafter | 88,357 | |||
Total | 360,468 |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||||
Schedule of revenues, cost of revenues, and gross profit by segment | ' | |||||||||||||||
For the year ended December 31, 2011 | ||||||||||||||||
Better School | Better Job | |||||||||||||||
Tutoring | K-12 | Subtotal | Career | College* | Subtotal | Consolidated | ||||||||||
Enhancement | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||
Net Revenues | 777,969 | 194,557 | 972,526 | 505,202 | 19,141 | 524,343 | 1,496,869 | |||||||||
Cost of revenue | (341,942 | ) | (107,496 | ) | (449,438 | ) | (168,546 | ) | (3,192 | ) | (171,738 | ) | (621,176 | ) | ||
Gross profit | 436,027 | 87,061 | 523,088 | 336,656 | 15,949 | 352,605 | 875,693 | |||||||||
For the year ended December 31, 2012 | ||||||||||||||||
Better School | Better Job | |||||||||||||||
Tutoring | K-12 | Subtotal | Career | College* | Subtotal | Consolidated | ||||||||||
Enhancement | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||
Net Revenues | 773,611 | 191,155 | 964,766 | 310,016 | 2,695 | 312,711 | 1,277,477 | |||||||||
Cost of revenue | (492,088 | ) | (124,342 | ) | (616,430 | ) | (185,698 | ) | (3,179 | ) | (188,876 | ) | (805,306 | ) | ||
Gross profit | 281,523 | 66,813 | 348,336 | 124,318 | (484 | ) | 123,835 | 472,171 | ||||||||
For the year ended December 31, 2013 | ||||||||||||||||
Better School | Better Job | |||||||||||||||
Tutoring | K-12 | Subtotal | Career | College | Subtotal | Consolidated | ||||||||||
Enhancement | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||
Net Revenues | 761,377 | 183,675 | 945,052 | 195,435 | — | 195,435 | 1,140,487 | |||||||||
Cost of revenue | (507,310 | ) | (120,793 | ) | (628,103 | ) | (114,533 | ) | — | (114,533 | ) | (742,637 | ) | |||
Gross profit | 254,067 | 62,882 | 316,949 | 80,902 | — | 80,902 | 397,850 | |||||||||
*Software product sales through Taishidian Holding. |
PRC_CONTRIBUTION_AND_PROFIT_AP1
PRC CONTRIBUTION AND PROFIT APPROPRIATION (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
PRC CONTRIBUTION AND PROFIT APPROPRIATION | ' | |||||||
Schedule of appropriations to the general reserve fund, statutory surplus reserve and education development reserve | ' | |||||||
As of December 31, | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
General and statutory surplus reserve | 99,000 | 95,436 | 58,661 | |||||
Education development reserve | 23,199 | 20,970 | 22,070 | |||||
Total | 122,199 | 116,406 | 80,731 |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
ACQUISITIONS | ' | ||||||||||||
Summary of business combinations | ' | ||||||||||||
Date of | Purchase | Goodwill | Intangibles | Amortizable | |||||||||
acquisition | price | with | intangibles | ||||||||||
indefinite | |||||||||||||
life | |||||||||||||
RMB | RMB | RMB | RMB | ||||||||||
Entities acquired during the year ended December 31, 2011 | |||||||||||||
-1 | Guangzhou ZS Career Enhancement | 1-Jan-11 | 96,644 | 87,147 | 19,800 | 5,233 | |||||||
-2 | Jinan Wangrong Investment Consulting Co., Ltd (“Jinan WR Career Enhancement”) | 5-Jan-11 | 50,278 | 38,363 | 13,800 | 920 | |||||||
-3 | Hebei YL Career Enhancement | 13-Jan-11 | 89,796 | 74,929 | 14,276 | 4,660 | |||||||
-4 | Chongqing Xiate Technology and Development Co., Ltd (“Chongqing XT Career Enhancement”) | 21-Jan-11 | 34,739 | 26,743 | 9,227 | 310 | |||||||
-5 | Beijing Haidian Xin’ganxian Training School and Beijing Huairou Xin’ganxian Training School (“Beijing XGX Tutoring”) | March 10, 2011 | 34,531 | 27,771 | 6,400 | 1,923 | |||||||
-6 | Genesis Career Enhancement | May 1, 2011 | 53,185 | 39,781 | 19,300 | 5,270 | |||||||
-7 | Beijing JT Tutoring | 12-Jul-11 | 80,000 | 72,495 | — | 10,295 | |||||||
Sub-total | 439,173 | 367,229 | 82,803 | 28,611 | |||||||||
Entities acquired during the year ended December 31, 2012 | |||||||||||||
-8 | Sixteen tutoring centers | 1-Jan-12 | 94,938 | 70,580 | — | 7,700 | |||||||
Guangzhou ZS Career Enhancement | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
Schedule of purchase price allocation based on the fair values of the acquired assets and liabilities | ' | ||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 2,948 | ||||||||||||
Accounts receivable | 3,966 | ||||||||||||
Prepaid and other current assets | 4,273 | ||||||||||||
Property and equipment | 2,299 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 19,800 | Indefinite | |||||||||||
Student population | 5,200 | 3 | |||||||||||
Non-compete agreement | 33 | 3 | |||||||||||
Goodwill | 87,147 | ||||||||||||
Total assets acquired | 125,666 | ||||||||||||
Deferred revenue | (11,726 | ) | |||||||||||
Other liabilities assumed | (7,799 | ) | |||||||||||
Deferred tax liability | (6,292 | ) | |||||||||||
Non-controlling interest | (3,205 | ) | |||||||||||
Total | 96,644 | ||||||||||||
Jinan WR Career Enhancement | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
Schedule of purchase price allocation based on the fair values of the acquired assets and liabilities | ' | ||||||||||||
RMB | Weighted average | ||||||||||||
amortization | |||||||||||||
period at | |||||||||||||
acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 766 | ||||||||||||
Accounts receivable | 1,323 | ||||||||||||
Prepaid and other current assets | 1,269 | ||||||||||||
Other non-current assets | 11 | ||||||||||||
Property and equipment | 109 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 13,800 | Indefinite | |||||||||||
Cooperative agreement | 900 | 10 | |||||||||||
Non-compete agreement | 20 | 3 | |||||||||||
Goodwill | 38,363 | ||||||||||||
Total assets acquired | 56,561 | ||||||||||||
Deferred revenue | (1,003 | ) | |||||||||||
Other liabilities assumed | (1,606 | ) | |||||||||||
Deferred tax liability | (3,674 | ) | |||||||||||
Total | 50,278 | ||||||||||||
Hebei YL Career Enhancement | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
Schedule of purchase price allocation based on the fair values of the acquired assets and liabilities | ' | ||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 1,131 | ||||||||||||
Accounts receivable | 363 | ||||||||||||
Prepaid and other current assets | 3,267 | ||||||||||||
Property and equipment | 462 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 14,276 | Indefinite | |||||||||||
Cooperative agreement | 4,180 | 10 | |||||||||||
Non-compete agreement | 480 | 3 | |||||||||||
Goodwill | 74,929 | ||||||||||||
Total assets acquired | 99,088 | ||||||||||||
Deferred revenue | (3,948 | ) | |||||||||||
Other liabilities assumed | (607 | ) | |||||||||||
Deferred tax liability | (4,737 | ) | |||||||||||
Total | 89,796 | ||||||||||||
Chongqing XT Career Enhancement | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
Schedule of purchase price allocation based on the fair values of the acquired assets and liabilities | ' | ||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 649 | ||||||||||||
Accounts receivable | 111 | ||||||||||||
Prepaid and other current assets | 2,156 | ||||||||||||
Property and equipment | 316 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 9,227 | Indefinite | |||||||||||
Non-compete agreement | 310 | 3 | |||||||||||
Goodwill | 26,743 | ||||||||||||
Total assets acquired | 39,512 | ||||||||||||
Deferred revenue | (1,020 | ) | |||||||||||
Other liabilities assumed | (1,444 | ) | |||||||||||
Deferred tax liability | (2,309 | ) | |||||||||||
Total | 34,739 | ||||||||||||
Beijing XGX Tutoring | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
Schedule of purchase price allocation based on the fair values of the acquired assets and liabilities | ' | ||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 1,996 | ||||||||||||
Accounts receivable | 96 | ||||||||||||
Prepaid and other current assets | 2,686 | ||||||||||||
Property and equipment | 104 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 6,400 | Indefinite | |||||||||||
Student population | 1,900 | 1.8 | |||||||||||
Non-compete agreement | 23 | 3 | |||||||||||
Goodwill | 27,771 | ||||||||||||
Total assets acquired | 40,976 | ||||||||||||
Deferred revenue | (1,348 | ) | |||||||||||
Other liabilities assumed | (3,011 | ) | |||||||||||
Deferred tax liability | (2,086 | ) | |||||||||||
Total | 34,531 | ||||||||||||
Genesis Career Enhancement | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
Schedule of purchase price allocation based on the fair values of the acquired assets and liabilities | ' | ||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 9,422 | ||||||||||||
Accounts receivable | 6,461 | ||||||||||||
Prepaid and other current assets* | 10,258 | ||||||||||||
Property and equipment | 2,060 | ||||||||||||
Intangible assets: | |||||||||||||
Trade name | 19,300 | Indefinite | |||||||||||
Customer relationship | 5,270 | 5.7 | |||||||||||
Goodwill | 39,781 | ||||||||||||
Total assets acquired | 92,552 | ||||||||||||
Deferred revenue | (4,400 | ) | |||||||||||
Dividend payable | (4,905 | ) | |||||||||||
Other liabilities assumed* | (23,731 | ) | |||||||||||
Deferred tax liability | (6,331 | ) | |||||||||||
Total | 53,185 | ||||||||||||
Of the RMB 24,570 of acquired intangible assets, RMB 19,300 was assigned to trade names that are not subject to amortization. The remaining amortizable intangible assets of RMB 5,270 have a useful life of 5.7 years. Goodwill is not deductible for tax purposes. For the purposes of presenting operating segments, Genesis Career Enhancement and the goodwill arising on its acquisition are classified within the Career Enhancement segment. | |||||||||||||
* The “Prepaid and other current assets” primarily relate to the shareholder transactions with the ex-owner. The “Other liabilities assumed” primarily relate to the payments made by the ex-owner on behalf of the acquiree. | |||||||||||||
Beijing JT Tutoring | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
Schedule of purchase price allocation based on the fair values of the acquired assets and liabilities | ' | ||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 9,519 | ||||||||||||
Accounts receivable | 65 | ||||||||||||
Prepaid and other current assets | 1,703 | ||||||||||||
Property and equipment | 146 | ||||||||||||
Intangible assets: | |||||||||||||
Student population | 7,940 | 5.5 | |||||||||||
Non-compete agreement | 2,355 | 4.5 | |||||||||||
Goodwill | 72,495 | ||||||||||||
Total assets acquired | 94,223 | ||||||||||||
Deferred revenue | (9,461 | ) | |||||||||||
Other liabilities assumed | (2,189 | ) | |||||||||||
Deferred tax liabilities | (2,573 | ) | |||||||||||
Total | 80,000 | ||||||||||||
Sixteen Training Centers | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
Schedule of purchase price allocation based on the fair values of the acquired assets and liabilities | ' | ||||||||||||
RMB | Weighted average | ||||||||||||
amortization period | |||||||||||||
at acquisition date | |||||||||||||
(in years) | |||||||||||||
Cash and cash equivalents | 12,000 | ||||||||||||
Prepaid and other current assets | 8,942 | ||||||||||||
Property and equipment | 24,777 | ||||||||||||
Intangible assets: | |||||||||||||
Student population | 7,700 | 5 | |||||||||||
Goodwill | 70,580 | ||||||||||||
Total assets acquired | 123,999 | ||||||||||||
Deferred revenue | (20,942 | ) | |||||||||||
Deferred tax liabilities | (8,119 | ) | |||||||||||
Total | 94,938 |
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
RELATED PARTY TRANSACTIONS | ' | |||||||||
Schedule of transactions with related parties | ' | |||||||||
Years ended December 31, | ||||||||||
Transactions | 2011 | 2012 | 2013 | |||||||
RMB | RMB | RMB | ||||||||
Receipt of property management services from one school founded by the principal of Shuyang K-12 | 1,800 | — | — | |||||||
Receipt of property management services from the former shareholder of Changsha K-12 | 7,470 | — | — | |||||||
Receipt of rental services from subsidiary of former shareholder of Shenyang Universe High School | 1,100 | 1,100 | 1,100 | |||||||
Sales of software and providing services to former shareholder of Jinan WR Career Enhancement | 6,800 | — | — | |||||||
Borrowings from General Manager of College Segment-Gao Shoubai (note i) | — | — | 3,960 | |||||||
Borrowings from Vice President -Huang Senlei (note i) | — | — | 3,400 | |||||||
Others | 1,627 | 514 | 5 | |||||||
Note (i): Having been suffering Due to the shortage of working capital, the Company borrowed funds from the two of management personnel, being Gao Shoubai and Huang Senlei. The borrowing of RMB 2,000 from Gao Shoubai was with a maturity date on February 7, 2014 and noninterest bearing; RMB 1,960 was with a maturity date on December 8, 2013 and bearing interest at 24% per annum. The borrowing from Huang Senlei was with a maturity date on September 5, 2013 and bearing interest at 24% per annum. The borrowings are overdue and still outstanding as of December 31, 2013. | ||||||||||
Schedule of balances with related parties | ' | |||||||||
Amounts due from related parties | Amounts due to related parties | |||||||||
As of December 31, | As of December 31, | |||||||||
Relationship | 2012 | 2013 | 2012 | 2013 | ||||||
RMB | RMB | RMB | RMB | |||||||
Subsidiary of the minority shareholder of Taishidian Holding | 500 | — | — | — | ||||||
Vice President -Huang Senlei (above note i) | — | — | — | 3,400 | ||||||
Subsidiary of former shareholder of Shenyang Universe High School (Current minority shareholder of Shenyang Universe High School) | — | — | 3,575 | 4,675 | ||||||
General Manager of College Segment-Gao Shoubai (above note i) | — | — | — | 3,960 | ||||||
Former shareholder of Genesis Career Enhancement (Current minority shareholder of Shandong Genesis Career Enhancement) | — | — | 636 | — | ||||||
500 | — | 4,211 | 12,035 |
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Discontinued operations | ' | |||||||
Schedule of assets and liabilities held for sale | ' | |||||||
As of December 31, | ||||||||
2012 | ||||||||
RMB | ||||||||
Assets classified as held for sale | ||||||||
Cash and cash equivalents | 985 | |||||||
Term deposits | 85,677 | |||||||
Accounts receivable, net of allowance | 567 | |||||||
Amounts due from related parties | 4,550 | |||||||
Prepaid expenses and other current assets | 41,380 | |||||||
Amounts due from related parties, non-current | 22,284 | |||||||
Property and equipment, net | 298,858 | |||||||
Intangible assets, net | 11,569 | |||||||
Land use rights | 108,838 | |||||||
Goodwill | 75,079 | |||||||
Total assets | 649,787 | |||||||
Liabilities classified as held for sale | ||||||||
Short-term borrowings | (2,000 | ) | ||||||
Accounts payable-trade | (27,613 | ) | ||||||
Accrued expenses and other current liabilities | (33,782 | ) | ||||||
Deferred revenue | (79,833 | ) | ||||||
Income tax payable | (19,706 | ) | ||||||
Amount due to related parties | (47,620 | ) | ||||||
Current portion of Long-term borrowings | (28,500 | ) | ||||||
Long-term borrowings | (18,000 | ) | ||||||
Deferred tax liabilities, non-current | (8,432 | ) | ||||||
Non-current portion of consideration payable for acquisitions and others | (27,409 | ) | ||||||
Total liabilities | (292,895 | ) | ||||||
21st School | ' | |||||||
Discontinued operations | ' | |||||||
Schedule of assets and liabilities held for sale | ' | |||||||
As of December 31, | ||||||||
2012 | ||||||||
RMB | ||||||||
Assets classified as held for sale | ||||||||
Cash and cash equivalents | 10,095 | |||||||
Prepaid expenses and other current assets | 56 | |||||||
Deferred tax assets, current portion | 1,105 | |||||||
Property and equipment, net | 214,436 | |||||||
Intangible assets, net | 24,652 | |||||||
Land use rights | 126,697 | |||||||
Goodwill | 50,284 | |||||||
Deferred tax assets, non-current portion | 980 | |||||||
Total assets | 428,305 | |||||||
Liabilities classified as held for sale | ||||||||
Accounts payable-trade | (6,473 | ) | ||||||
Accrued expenses and other current liabilities | (27,274 | ) | ||||||
Deferred revenue | (12,104 | ) | ||||||
Income tax payable | (6,965 | ) | ||||||
Deferred tax liabilities, non-current | (35,340 | ) | ||||||
Total liabilities | (88,156 | ) | ||||||
Schedule of revenues and income (loss) from discontinued operations | ' | |||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 75,502 | 82,283 | 17,939 | |||||
Impairment loss | (25,336 | ) | (50,050 | ) | — | |||
Income from discontinued operations | (21,735 | ) | (55,846 | ) | 3,312 | |||
Income tax benefit/ (expense) | (1,602 | ) | 6,140 | (578 | ) | |||
Income from discontinued operations, net of income tax | (23,337 | ) | (49,706 | ) | 2,734 | |||
Loss on sale of discontinued operation, net of income tax | — | — | (74,938 | ) | ||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (23,337 | ) | (49,706 | ) | (72,204 | ) | ||
Beijing Siwa Century Facility Management Co. | ' | |||||||
Discontinued operations | ' | |||||||
Schedule of revenues and income (loss) from discontinued operations | ' | |||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 128,870 | — | — | |||||
Impairment loss(note(i)) | (8,928 | ) | — | — | ||||
Income/(loss) from discontinued operation | 5,439 | — | — | |||||
Income tax benefit/ (expense) | 908 | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | 6,347 | — | — | |||||
Loss on sale of discontinued operation, net of income tax | — | (15,908 | ) | — | ||||
Income/(loss) from and on sale of discontinued operation, net of income tax | 6,347 | (15,908 | ) | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 7,758 for the year ended December 31, 2012. | ||||||||
Xi'an Tutoring | ' | |||||||
Discontinued operations | ' | |||||||
Schedule of revenues and income (loss) from discontinued operations | ' | |||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 26,756 | — | — | |||||
Impairment loss (note(i)) | (36,303 | ) | — | — | ||||
Income/(loss) from discontinued operation | (36,876 | ) | — | — | ||||
Income tax expense | — | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | (36,876 | ) | — | — | ||||
Loss on sale of discontinued operation, net of income tax | — | — | — | |||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (36,876 | ) | — | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 1,488 for the year ended December 31, 2011. | ||||||||
Shandong Software Companies | ' | |||||||
Discontinued operations | ' | |||||||
Schedule of revenues and income (loss) from discontinued operations | ' | |||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | — | — | — | |||||
Impairment loss (note(i)) | (39,758 | ) | — | — | ||||
Income/(loss) from discontinued operation | (43,315 | ) | — | — | ||||
Income tax benefit/ (expense) | 533 | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | (42,782 | ) | — | — | ||||
Loss on sale of discontinued operation, net of income tax | — | — | — | |||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (42,782 | ) | — | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 2,688 for the year ended December 31, 2011. | ||||||||
Guangzhou HP Tutoring | ' | |||||||
Discontinued operations | ' | |||||||
Schedule of revenues and income (loss) from discontinued operations | ' | |||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | — | — | — | |||||
Impairment loss (note(i)) | (29,073 | ) | — | — | ||||
Income/(loss) from discontinued operation | (30,074 | ) | — | — | ||||
Income tax benefit/ (expense) | 316 | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | (29,758 | ) | — | — | ||||
Loss on sale of discontinued operation, net of income tax | — | — | — | |||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (29,758 | ) | — | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 1,285 for the year ended December 31, 2011. | ||||||||
Tianjin Holding | ' | |||||||
Discontinued operations | ' | |||||||
Schedule of revenues and income (loss) from discontinued operations | ' | |||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 5,161 | — | — | |||||
Impairment loss (note(i)) | (13,183 | ) | — | — | ||||
Income/(loss) from discontinued operation | (16,518 | ) | — | — | ||||
Income tax benefit/ (expense) | 6 | — | — | |||||
Income/(loss) from discontinued operation, net of income tax | (16,512 | ) | — | — | ||||
Loss on sale of discontinued operation, net of income tax | — | — | — | |||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (16,512 | ) | — | — | ||||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 585 for the year ended December 31, 2011. | ||||||||
Taishidian Holding | ' | |||||||
Discontinued operations | ' | |||||||
Schedule of revenues and income (loss) from discontinued operations | ' | |||||||
Years ended December, 31 | ||||||||
2011 | 2012 | 2013 | ||||||
RMB | RMB | RMB | ||||||
Revenues | 115,370 | 103,382 | 50,043 | |||||
Impairment loss(note(i)) | — | — | — | |||||
Income/(loss) from discontinued operation | 1,427 | 12,395 | (22,735 | ) | ||||
Income tax benefit/ (expense) | (3,391 | ) | (3,669 | ) | (6,637 | ) | ||
Income/(loss) from discontinued operation, net of income tax | (1,964 | ) | 8,726 | (29,372 | ) | |||
Loss on sale of discontinued operation, net of income tax | — | — | (174,629 | ) | ||||
Income/(loss) from and on sale of discontinued operation, net of income tax | (1,964 | ) | 8,726 | (204,001 | ) | |||
Note (i) Foreign currency translation adjustment included in the impairment loss is RMB 5,538 for the year ended December 31, 2012. |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||
Schedule of information about inputs into the fair value measurements of the assets and liabilities that the Group makes on a recurring basis | ' | |||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||
Total Fair | Quoted Prices | Significant | Significant | |||||||
Value and | in Active | Other | Unobservable | |||||||
Carrying | Markets | Observable | Inputs | |||||||
Value on | for Identical | Inputs (Level 2) | (Level 3) | |||||||
Balance Sheet | Assets (Level 1) | |||||||||
As of December 31, 2012 | ||||||||||
Assets: | ||||||||||
IRCF | 181 | — | — | 181 | ||||||
As of December 31, 2013 | ||||||||||
Assets: | ||||||||||
IRCF | 175 | — | — | 175 | ||||||
Schedule of information about inputs into the fair value measurements of the assets and liabilities that the Group makes on a nonrecurring basis | ' | |||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||
Total Fair | Quoted Prices | Significant | Significant | |||||||
Value and | in Active | Other | Unobservable | |||||||
Carrying | Markets | Observable | Inputs | |||||||
Value on | for Identical | Inputs (Level 2) | (Level 3) | |||||||
Balance Sheet | Assets (Level 1) | |||||||||
As of December 31, 2012 | ||||||||||
Property and equipment& other non-current assets | 1,672 | — | — | 1,672 | ||||||
Intangible assets | 174,944 | — | — | 174,944 | ||||||
Goodwill | 749,755 | — | — | 749,755 | ||||||
Schedule of quantitative information about Level 3 fair value measurements of property and equipment, other non-current assets and intangible assets | ' | |||||||||
The following table presents the quantitative information about the Group’s Level 3 fair value measurements of property and equipment, other non-current assets and intangible assets as of December 31, 2012, which utilize significant unobservable internally-developed inputs: | ||||||||||
Fair value as at | Valuation | Unobservable inputs | Range | |||||||
September 30, 2012 | techniques | |||||||||
Property and equipment & other non-current assets | 1,672 | Discounted cash flow | Projection years | 16~24 | ||||||
Discount rate | 17% | |||||||||
Terminal growth rate | 3% | |||||||||
Intangible assets | 174,944 | Relief-from-royalty method | Royalty rate | 1%~8% | ||||||
Discount rate | 17%~22% | |||||||||
Terminal growth rate | 3% | |||||||||
CONCENTRATIONS_Tables
CONCENTRATIONS (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
CONCENTRATIONS | ' | |||||||||
Summary of the debtors who accounted for 10% or more of the Group's consolidated prepaid and other current assets, other non-current assets and consideration receivable | ' | |||||||||
As of December 31, | ||||||||||
2012 | 2013 | |||||||||
Debtors | RMB | % | RMB | % | ||||||
Prepaid and other current assets | ||||||||||
Company A | 75,100 | 24 | % | 49,800 | 21 | % | ||||
Company B | 35,000 | 11 | % | 35,000 | 15 | % | ||||
Other non-current assets | ||||||||||
Company C | 109,993 | 46 | % | 119,864 | 65 | % | ||||
Company D | 30,900 | 13 | % | 30,900 | 17 | % | ||||
Company E | 22,842 | 10 | % | 19,559 | 11 | % | ||||
Company F | 65,609 | 27 | % | |||||||
Consideration receivable | ||||||||||
Company G | 13,800 | 100 | % | |||||||
Company H | 110,000 | 58 | % | |||||||
Company I | 67,066 | 35 | % |
ADDITIONAL_INFORMATION_CONDENS1
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Tables) (Parent Company) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Parent Company | ' | |||||||||
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | ' | |||||||||
Schedule of information of consolidating balance sheets | ' | |||||||||
Balance Sheets | ||||||||||
(All amounts in thousands, except for share and per share data) | ||||||||||
As of December 31, | ||||||||||
2012 | 2013 | 2013 | ||||||||
RMB | RMB | US$ | ||||||||
Note 3(a) | ||||||||||
ASSETS | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 15,644 | 202 | 33 | |||||||
Amounts due from related parties | 708,113 | 498,432 | 82,335 | |||||||
Prepaid expenses and other current assets | 3,148 | 68,205 | 11,267 | |||||||
Total current assets | 726,905 | 566,839 | 93,635 | |||||||
Non-current assets: | ||||||||||
Intangible assets, net | 443 | 284 | 47 | |||||||
Investment in subsidiaries | 556,707 | — | — | |||||||
Total non-current assets | 557,150 | 284 | 47 | |||||||
Total assets | 1,284,055 | 567,123 | 93,682 | |||||||
LIABILITIES | ||||||||||
Current liabilities: | ||||||||||
Convertible loan | 121,156 | 102,905 | 16,999 | |||||||
Deferred revenue | 3,896 | 2,317 | 383 | |||||||
Accounts payable | — | — | — | |||||||
Amounts due to related parties | 6,439 | 5,678 | 938 | |||||||
Accrued and other liabilities | 56,854 | 59,725 | 9,866 | |||||||
Total current liabilities | 188,345 | 170,625 | 28,186 | |||||||
Total non-current liabilities | — | — | — | |||||||
Total liabilities | 188,345 | 170,625 | 28,186 | |||||||
SHAREHOLDERS’ EQUITY | ||||||||||
Ordinary shares | ||||||||||
(US$0.0001 par value; 1,200,000,000 and 1,200,000,000 shares authorized, 144,481,064 and 145,975,484 shares issued and outstanding as of December 31, 2011 and 2012, respectively) | 103 | 122 | 20 | |||||||
Additional paid-in capital | 2,500,273 | 2,706,621 | 447,102 | |||||||
Warrants | — | — | — | |||||||
Retained earnings | (1,387,550 | ) | (2,294,368 | ) | (379,003 | ) | ||||
Accumulated other comprehensive income | (17,116 | ) | (15,877 | ) | (2,623 | ) | ||||
Total shareholders’ equity | 1,095,710 | 396,498 | (65,496 | ) | ||||||
Total liabilities and shareholders’ equity | 1,284,055 | 567,123 | 93,682 | |||||||
Schedule of information of consolidating statement of operations | ' | |||||||||
Statements of Operations | ||||||||||
(All amounts in thousands, except for share and per share data) | ||||||||||
Years ended December 31, | ||||||||||
2011 | 2012 | 2013 | 2013 | |||||||
RMB | RMB | RMB | US$ | |||||||
Note 3(a) | ||||||||||
NET REVENUES | ||||||||||
- Educational program and services | 1,008 | — | — | — | ||||||
- Software products | 192 | 190 | — | — | ||||||
Total net revenues | 1,200 | 190 | — | — | ||||||
Cost of revenues | ||||||||||
- Educational program and services | (16,822 | ) | — | — | — | |||||
- Software products | — | (951 | ) | — | — | |||||
Total cost of revenues | (16,822 | ) | (951 | ) | — | — | ||||
GROSS PROFIT: | (15,622 | ) | (761 | ) | — | — | ||||
Operating expenses: | ||||||||||
Selling and marketing | (7,286 | ) | (6,941 | ) | (2,733 | ) | (451 | ) | ||
General and administrative | (38,335 | ) | (110,893 | ) | (57,453 | ) | (9,491 | ) | ||
Research and development | (842 | ) | (872 | ) | (742 | ) | (123 | ) | ||
Total operating expenses | (46,463 | ) | (118,706 | ) | (60,928 | ) | (10,065 | ) | ||
OPERATING LOSS | (62,085 | ) | (119,467 | ) | (60,928 | ) | (10,065 | ) | ||
Share of income from subsidiaries | 83,356 | (1,498,091 | ) | (833,867 | ) | (137,745 | ) | |||
OTHER INCOME (EXPENSE) | ||||||||||
Interest expenses, net | (976 | ) | (2,496 | ) | (8,386 | ) | (1,385 | ) | ||
Foreign exchange losses, net | — | (136 | ) | — | — | |||||
Other income/(expenses) | 896 | (976 | ) | (3,637 | ) | (601 | ) | |||
Income tax | (6 | ) | — | — | — | |||||
NET INCOME | 21,185 | (1,621,166 | ) | (906,818 | ) | (149,796 | ) | |||
Schedule of information of consolidating statement of cash flows | ' | |||||||||
Statements of Cash Flows | ||||||||||
(All amounts in thousands, except for share and per share data) | ||||||||||
Years ended December 31, | ||||||||||
2011 | 2012 | 2013 | 2013 | |||||||
RMB | RMB | RMB | US$ | |||||||
Note 3(a) | ||||||||||
Cash flows from operating activities | (180,407 | ) | (112,041 | ) | (59,818 | ) | (9,881 | ) | ||
Cash flows from investing activities | — | — | — | — | ||||||
Cash flows from financing activities | — | 121,157 | 44,455 | 7,343 | ||||||
Proceeds from issuance of ordinary shares, net of expenses | — | — | — | — | ||||||
Proceeds from issuance of exercise of options | 2,684 | 1 | — | — | ||||||
Effects of exchange rate changes on cash and cash equivalents | (10,012 | ) | (114 | ) | (79 | ) | (13 | ) | ||
Net change in cash and cash equivalents | (187,735 | ) | 9,003 | (15,442 | ) | (2,551 | ) | |||
Cash and cash equivalents at beginning of year | 194,376 | 6,641 | 15,644 | 2,584 | ||||||
Cash and cash equivalents at end of year | 6,641 | 15,644 | 202 | 33 | ||||||
Supplemental disclosure of cash flow information | ||||||||||
Supplemental disclosure of non-cash investing and financing activities | ||||||||||
Issuance of share options upon warrants | 1,219 | — | — | — | ||||||
ORGANIZATION_AND_PRINCIPAL_ACT2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 24 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 30, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2009 | Dec. 30, 2011 | Dec. 30, 2011 | Dec. 19, 2012 | Sep. 30, 2013 | Aug. 05, 2010 | Jun. 30, 2013 | Jun. 03, 2013 | Jun. 03, 2013 | Dec. 31, 2013 | Aug. 31, 2010 | Aug. 05, 2010 | Aug. 05, 2010 | Aug. 05, 2010 |
item | item | CNY | item | item | item | item | 21st School | Beijing Siwa Century Facility Management Co. | Soochow University | Tianjin Ambow Huaying Education Technology Co., Ltd | Warrant | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Series B convertible redeemable preferred shares | American Depository Shares | |
USD ($) | USD ($) | CNY | Warrant | USD ($) | ||||||||||||||||
USD ($) | ||||||||||||||||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of acquisitions | ' | ' | ' | ' | ' | 8 | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of acquisitions accounted for as business combinations | ' | ' | ' | 1 | 7 | ' | 23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of acquisitions of operating rights | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 590,193 | 30,801,128 | ' | ' | 30,801,128 | ' | ' | ' | 10,677,207 |
Ownership interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue price of American depositary shares (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 |
Equivalent number of shares for each American depositary share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | ' |
Number of warrants exercised (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 196,731 | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.75 | ' |
Share exchange ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.33 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of the exercised warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $362 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of entities disposed off | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of businesses disposed off | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of entities to be sold as per the agreement | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage held in discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total purchase consideration of shares issued | ' | ' | 129,772 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $21,000 | 130,823 | ' | ' | ' | ' | ' |
Additional term for which control and legal title on 21st School is maintained | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ORGANIZATION_AND_PRINCIPAL_ACT3
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details 2) | 12 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
USD ($) | CNY | CNY | CNY | USD ($) | CNY | Consolidated variable interest entity without recourse | Cayman Island | Hong Kong | Non-VIEs | Non-VIEs | Consolidated variable interest entity without recourse | Consolidated variable interest entity without recourse | Consolidated variable interest entity without recourse | Consolidated variable interest entity without recourse | Group | Group | |
item | USD ($) | USD ($) | PRC | PRC | CNY | CNY | CNY | PRC | USD ($) | PRC | |||||||
USD ($) | CNY | CNY | CNY | ||||||||||||||
VIE arrangements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of categories of schools | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of equity interest in the schools | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets | $322,680 | 1,953,409 | 3,180,358 | ' | ' | ' | ' | ' | ' | ' | ' | 1,654,036 | 2,822,537 | ' | ' | ' | ' |
Total Liabilities | 256,981 | 1,555,686 | 1,796,403 | ' | ' | ' | ' | ' | ' | ' | ' | 1,069,031 | 1,324,957 | ' | ' | ' | ' |
Net Revenue | 188,395 | 1,140,487 | 1,277,477 | 1,496,869 | ' | ' | ' | ' | ' | ' | ' | 1,138,521 | 1,215,551 | 1,001,761 | ' | ' | ' |
Net loss | -150,355 | -910,205 | -1,673,515 | 16,219 | ' | ' | ' | ' | ' | ' | ' | -479,323 | -852,927 | -102,892 | ' | ' | ' |
Cash and cash equivalents | $29,287 | 177,295 | 178,121 | 320,895 | $29,423 | 639,811 | ' | $147 | $19 | $1,152 | 829 | 168,487 | ' | ' | 168,487 | $1,318 | 169,316 |
Number of VIEs with which the company has entered into contractual agreements | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
GOING_CONCERN_Details
GOING CONCERN (Details) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Mar. 31, 2013 | 1-May-14 | 1-May-14 | Dec. 31, 2013 | Dec. 31, 2013 |
USD ($) | CNY | CNY | CNY | USD ($) | CNY | Minimum | Maximum | CEIHL | CEIHL | Ambow Online | VIEs Consolidated | |
USD ($) | USD ($) | CNY | Ambow Beijing campus | CNY | ||||||||
CNY | ||||||||||||
Going concern | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ($149,796) | -906,818 | -1,621,166 | 21,185 | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge related to the provision of receivables and disposal loss of subsidiaries | ' | 605,544 | 1,136,936 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrestricted cash and cash equivalents | 29,287 | 177,295 | 178,121 | 320,895 | 29,423 | 639,811 | ' | ' | ' | ' | ' | 168,487 |
Period for negative publicity to be impose formidable challenges | '2 years | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' |
Period for financial support commitment which entity will retain after the date of issuance of the financial statements | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' |
Amount by which consolidated current liabilities exceeded consolidated current assets | ' | 776,792 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease commitment within one year | ' | 94,086 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of loans and funds provided for restructuring plan | ' | ' | ' | ' | ' | ' | ' | ' | 48,000 | 299,044 | ' | ' |
Lease term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '23 years | ' |
Carrying amount of lease | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 158,961 | ' |
Period of meeting of anticipated cash needs | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Basis of presentation | ' |
Exchange rate | 6.0537 |
Minimum | ' |
Term deposits | ' |
Original maturity period of term deposits | '3 months |
Maximum | ' |
Term deposits | ' |
Original maturity period of term deposits | '12 months |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Dec. 31, 2013 | |
Buildings | Minimum | ' |
Property and equipment, net | ' |
Estimated useful lives | '20 years |
Buildings | Maximum | ' |
Property and equipment, net | ' |
Estimated useful lives | '40 years |
Motor vehicles | ' |
Property and equipment, net | ' |
Estimated useful lives | '5 years |
Office and computer equipment | Minimum | ' |
Property and equipment, net | ' |
Estimated useful lives | '3 years |
Office and computer equipment | Maximum | ' |
Property and equipment, net | ' |
Estimated useful lives | '5 years |
SIGNIFICANT_ACCOUNTING_POLICIE5
SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended |
Dec. 31, 2013 | |
item | |
Segments | ' |
Number of operating segments | 4 |
Software | Minimum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '3 years |
Software | Maximum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '5 years |
Student populations | Minimum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '2 years 9 months 18 days |
Student populations | Maximum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '15 years |
Customer relationships | Minimum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '1 year 9 months 18 days |
Customer relationships | Maximum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '5 years 8 months 12 days |
Cooperative agreements | Minimum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '1 year 3 months 18 days |
Cooperative agreements | Maximum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '10 years |
Favorable leases | Minimum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '9 months 18 days |
Favorable leases | Maximum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '20 years |
Non compete agreement | Minimum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '3 years |
Non compete agreement | Maximum | ' |
LAND USE RIGHTS, NET | ' |
Original estimated useful lives | '4 years 6 months |
SIGNIFICANT_ACCOUNTING_POLICIE6
SIGNIFICANT ACCOUNTING POLICIES (Details 4) | 12 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
CNY | CNY | CNY | USD ($) | Ambow Online | Ambow Yuhua | Shandong Software Companies | Suzhou Career Enhancement | Minimum | Maximum | Career Enhancement | Career Enhancement | K-12 Schools | K-12 Schools | Tutoring | Tutoring | |
PRC | PRC | PRC | PRC | CNY | CNY | CNY | CNY | CNY | CNY | |||||||
Revenue recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of recognizing revenue from online programs | ' | ' | ' | ' | ' | ' | ' | ' | '1 month | '3 months | ' | ' | ' | ' | ' | ' |
Deferred revenue balances | 534,917 | 490,103 | ' | $88,362 | ' | ' | ' | ' | ' | ' | 32,606 | 49,376 | 42,573 | 36,116 | 459,738 | 404,611 |
VAT (as a percent) | ' | ' | ' | ' | 17.00% | 17.00% | 17.00% | 17.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of net revenues over which VAT paid is entitled for refund on fulfillment of certain criteria | ' | ' | ' | ' | 3.00% | 3.00% | 3.00% | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Software products sale | 0 | 66,886 | 366,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE7
SIGNIFICANT ACCOUNTING POLICIES (Details 5) (CNY) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' |
Advertising expenses of continuing operations | 74,380 | 284,483 | 138,825 |
SIGNIFICANT_ACCOUNTING_POLICIE8
SIGNIFICANT ACCOUNTING POLICIES (Details 6) | 12 Months Ended |
Dec. 31, 2013 | |
item | |
Long-lived assets to be disposed of | ' |
Number of criteria's to be met for classification as held for sale | 6 |
Period of completion of sale of assets held for sale to classify as a complete sale | '1 year |
Minimum | ' |
Share-based compensation | ' |
Requisite service period for recording stock-based compensation expense | '1 year |
Maximum | ' |
Share-based compensation | ' |
Requisite service period for recording stock-based compensation expense | '4 years |
ACCOUNTS_RECEIVABLE_NET_Detail
ACCOUNTS RECEIVABLE, NET (Details) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
CNY | CNY | USD ($) | Taishidian Holding | |
CNY | ||||
ACCOUNTS RECEIVABLE, NET | ' | ' | ' | ' |
Accounts receivable | 161,829 | 102,490 | ' | ' |
Less: Allowance for doubtful accounts | -113,074 | -34,584 | ' | ' |
Accounts receivable, net | 48,755 | 67,906 | 8,054 | 75,859 |
Less: allowance for doubtful accounts | ' | ' | ' | ' |
Balance at beginning of year | -34,584 | -14,639 | ' | ' |
Addition | -78,867 | -24,796 | ' | ' |
Written off | 377 | 4,851 | ' | ' |
Balance at end of year | -113,074 | -34,584 | ' | ' |
Discontinued operations | ' | ' | ' | ' |
Accounts receivable, net | 48,755 | 67,906 | $8,054 | 75,859 |
PREPAID_AND_OTHER_CURRENT_ASSE2
PREPAID AND OTHER CURRENT ASSETS, NET (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
CNY | CNY | USD ($) | |
PREPAID AND OTHER CURRENT ASSETS, NET | ' | ' | ' |
Deposits for acquisition | 1,174 | 21,998 | ' |
Current portion of prepaid advertising expense | ' | 12,755 | ' |
Receivables arising from the termination of arrangements | 9,037 | 12,037 | ' |
Amount due from Xihua Group | 49,800 | 75,100 | ' |
Value added tax refundable | 25,012 | 34,879 | ' |
Rental deposits | 26,507 | 28,456 | ' |
Receivable from Zhenjiang operating rights | 35,000 | 35,000 | ' |
Prepaid rental fees | 20,561 | 30,566 | ' |
Staff advances | 14,637 | 8,940 | ' |
Prepaid professional services fees | 1,409 | 1,902 | ' |
Due from former owners | 14,973 | 6,295 | ' |
Prepaid channel and Commission fee | 6,393 | 3,353 | ' |
Amount due from third parties | 9,022 | 3,022 | ' |
Deposit for establishing school | ' | 7,500 | ' |
Others | 36,993 | 43,432 | ' |
Total before allowance for doubtful accounts | 250,518 | 325,235 | ' |
Less: allowance for doubtful accounts | -10,962 | -7,500 | ' |
Total | 239,556 | 317,735 | 39,572 |
Allowance for doubtful accounts: | ' | ' | ' |
Balance at beginning of year | -7,500 | ' | ' |
Addition | -15,718 | -255,443 | ' |
Written off | 12,256 | 247,943 | ' |
Balance at End of year | -10,962 | -7,500 | ' |
Arising from Subsequent Receivable Transfer Agreements | ' | ' | ' |
Deposits for acquisition | ' | 33,800 | ' |
Receivables arising from the termination of arrangements | ' | 16,000 | ' |
Amount due from Xihua Group | ' | 76,880 | ' |
Other deemed not recoverable | ' | ' | ' |
Deposits for acquisition | ' | 23,701 | ' |
Amount due from Xihua Group | ' | 46,829 | ' |
Due from former owners | ' | 27,056 | ' |
Others | 12,256 | 23,677 | ' |
Total | 12,256 | 247,943 | ' |
PREPAID_AND_OTHER_CURRENT_ASSE3
PREPAID AND OTHER CURRENT ASSETS, NET (Details 2) (CNY) | 12 Months Ended | 1 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 |
Prepaid and other current assets | Other non-current assets | Ambow | Ambow | Ambow | ||||
Prepaid and other current assets | Other non-current assets | |||||||
Prepaid and other current assets | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of interest associated with prepaid and other current assets disposed | 164,680 | 164,680 | ' | ' | 3,500 | 161,180 | ' | ' |
Receivables arising from the termination of arrangements, prepayments and deposits for acquisition | ' | ' | ' | ' | ' | ' | 126,680 | 3,000 |
Consideration Received Under Receivable Transfer Agreement | 35,000 | ' | ' | ' | ' | ' | ' | ' |
Amount transferred | ' | ' | ' | ' | ' | ' | ' | ' |
Deposits for acquisition | ' | ' | ' | 40,000 | ' | ' | ' | ' |
Receivables arising from the termination of arrangements | ' | ' | ' | 19,000 | ' | ' | ' | ' |
Amount due from Xihua Group | ' | 102,180 | ' | 102,180 | ' | ' | ' | ' |
Total | 164,680 | 164,680 | ' | ' | 3,500 | 161,180 | ' | ' |
Original amount due from Xihua Group | ' | 198,809 | ' | ' | ' | ' | ' | ' |
Consideration allocated | ' | ' | ' | ' | ' | ' | ' | ' |
Deposits for acquisition | ' | ' | ' | 6,200 | ' | ' | ' | ' |
Receivables arising from the termination of arrangements | ' | ' | ' | 3,000 | ' | ' | ' | ' |
Amount due from Xihua Group | ' | 25,300 | ' | 25,300 | ' | ' | ' | ' |
Total | ' | 35,000 | 35,000 | ' | ' | ' | ' | ' |
Payable balance recorded by a subsidiary prior to be acquired by the Group | 49,800 | 49,800 | ' | ' | ' | ' | ' | ' |
Amount due from Xihua Group | 49,800 | 75,100 | ' | ' | ' | ' | ' | ' |
Amount due from Xihua Group | ' | 102,180 | ' | 102,180 | ' | ' | ' | ' |
Amount due from Xihua Group | ' | 25,300 | ' | 25,300 | ' | ' | ' | ' |
provision for the indemnity | 0 | ' | ' | ' | ' | ' | ' | ' |
Amount due from Xihua Group | ' | 46,829 | ' | ' | ' | ' | ' | ' |
Payable to Foreign Language School | 36,770 | 36,770 | ' | ' | ' | ' | ' | ' |
Provision related to operating rights | 0 | 0 | ' | ' | ' | ' | ' | ' |
CONSIDERATION_RECEIVABLE_NET_D
CONSIDERATION RECEIVABLE, NET (Details) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 25, 2013 | Jun. 30, 2013 | Dec. 31, 2013 |
USD ($) | CNY | CNY | CNY | Taishidian Holding | Taishidian Holding | Taishidian Holding | Class A ordinary shares | Class A ordinary shares | |
USD ($) | CNY | CNY | |||||||
Consideration receivable, net | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivables resulting from disposals | ' | 14,000 | 14,000 | ' | ' | ' | ' | ' | ' |
Due from Summitview Investment Limited | ' | 67,066 | ' | ' | ' | ' | ' | ' | ' |
Due from Taishidian Holding | ' | 14,973 | 6,295 | ' | ' | 66,894 | ' | ' | ' |
Receivable resulting from disposal of Taishidian Holding | ' | 234,500 | ' | ' | ' | ' | 234,500 | ' | ' |
Sub-total | ' | 382,460 | 14,000 | ' | ' | ' | ' | ' | ' |
Less: allowance for doubtful accounts | ' | -191,594 | -200 | ' | ' | -66,894 | ' | ' | ' |
Total | 31,529 | 190,866 | 13,800 | ' | ' | ' | ' | ' | ' |
Number of shares issued | ' | ' | ' | ' | ' | ' | ' | 30,801,128 | 30,801,128 |
Best estimation of recoverable | ' | ' | ' | ' | 110,000 | ' | ' | ' | ' |
Bad debt provision | $21,240 | 128,578 | 306,401 | 14,181 | $124,500 | ' | ' | ' | ' |
PROPERTY_AND_EQUIPMENT_NET_Det
PROPERTY AND EQUIPMENT, NET (Details) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 01, 2012 | Dec. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
CNY | CNY | CNY | USD ($) | Ambow Beijing campus and Shenyang K-12 | Ambow Beijing campus and Shenyang K-12 | Ambow Beijing campus and Shenyang K-12 | Ambow Beijing campus and Shenyang K-12 | Ambow Beijing campus and Shenyang K-12 | Buildings | Buildings | Capital lease of property | Capital lease of property | Motor vehicles | Motor vehicles | Office and computer equipment | Office and computer equipment | Leasehold improvements | Leasehold improvements | Construction in progress | Construction in progress | |
item | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | ||||
item | |||||||||||||||||||||
PROPERTY AND EQUIPMENT, NET | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, gross | 425,000 | 428,911 | ' | ' | ' | ' | ' | ' | ' | 64,263 | 60,890 | 57,324 | 52,133 | 8,436 | 9,400 | 102,438 | 107,832 | 192,539 | 198,656 | ' | ' |
Less: accumulated depreciation | -158,401 | -116,606 | ' | ' | 4,822 | 2,554 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | 267,315 | 313,021 | ' | 44,157 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 716 | 716 |
Impairment loss on property and equipment | 313 | 130,545 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation expenses of continuing operations | 62,815 | 67,333 | 37,495 | ' | 2,268 | 1,804 | 600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of deconsolidated entities | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' |
Capital leases of properties | ' | ' | ' | ' | ' | ' | ' | 45,324 | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net carrying value of certain buildings for which the Group is in the process of applying for building ownership certificates | 38,090 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LAND_USE_RIGHTS_NET_Details
LAND USE RIGHTS, NET (Details) (CNY) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
LAND USE RIGHTS, NET | ' | ' | ' |
Less: accumulated amortization | -147,015 | -136,907 | ' |
Amortization expenses | 27,767 | 34,274 | 49,043 |
Estimated future amortization expenses of continuing operations | ' | ' | ' |
2014 | 19,983 | ' | ' |
2015 | 11,757 | ' | ' |
2016 | 9,276 | ' | ' |
2017 | 4,916 | ' | ' |
2018 | 4,907 | ' | ' |
Land use rights | ' | ' | ' |
LAND USE RIGHTS, NET | ' | ' | ' |
Land use rights | 2,218 | 2,218 | ' |
Less: accumulated amortization | -193 | -149 | ' |
Intangible assets, net | 2,025 | 2,069 | ' |
Amortization expenses | 44 | 44 | 52 |
Estimated future amortization expenses of continuing operations | ' | ' | ' |
2014 | 44 | ' | ' |
2015 | 44 | ' | ' |
2016 | 44 | ' | ' |
2017 | 44 | ' | ' |
2018 | 44 | ' | ' |
INTANGIBLE_ASSETS_NET_Details
INTANGIBLE ASSETS, NET (Details) (CNY) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
INTANGIBLE ASSETS, NET | ' | ' | ' |
Trade name, Gross and Net Carrying Amount | 131,608 | 150,292 | ' |
Finite-lived intangible assets | ' | ' | ' |
Accumulated amortization | -147,015 | -136,907 | ' |
Intangible assets | ' | ' | ' |
Gross Carrying Amount | 368,095 | 405,013 | ' |
Less: accumulated amortization | -147,015 | -136,907 | ' |
Net Carrying Amount | 221,080 | 268,106 | ' |
Impairment loss | 0 | ' | 0 |
Amortization expenses for intangible assets of continuing operations | 27,767 | 34,274 | 49,043 |
Amortization expenses for intangible assets of continuing operations included in cost of sales | 10,222 | 14,265 | 16,560 |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
2014 | 19,983 | ' | ' |
2015 | 11,757 | ' | ' |
2016 | 9,276 | ' | ' |
2017 | 4,916 | ' | ' |
2018 | 4,907 | ' | ' |
Cumulatively thereafter | 38,633 | ' | ' |
21st School | ' | ' | ' |
Intangible assets | ' | ' | ' |
Impairment loss | ' | 15,928 | ' |
Student populations | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Gross carrying amount | 66,090 | 82,440 | ' |
Accumulated amortization | -55,975 | -62,295 | ' |
Intangible assets, net | 10,115 | 20,145 | ' |
Intangible assets | ' | ' | ' |
Less: accumulated amortization | -55,975 | -62,295 | ' |
Student populations | Minimum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '2 years 9 months 18 days | ' | ' |
Student populations | Maximum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '15 years | ' | ' |
Software | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Gross carrying amount | 91,352 | 93,203 | ' |
Accumulated amortization | -71,659 | -60,181 | ' |
Intangible assets, net | 19,693 | 33,022 | ' |
Intangible assets | ' | ' | ' |
Less: accumulated amortization | -71,659 | -60,181 | ' |
Impairment loss | ' | 2,781 | ' |
Software | Minimum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '3 years | ' | ' |
Software | Maximum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '5 years | ' | ' |
Customer relationships | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Gross carrying amount | 7,390 | 7,390 | ' |
Accumulated amortization | -3,272 | -2,235 | ' |
Intangible assets, net | 4,118 | 5,155 | ' |
Intangible assets | ' | ' | ' |
Less: accumulated amortization | -3,272 | -2,235 | ' |
Customer relationships | Minimum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '1 year 9 months 18 days | ' | ' |
Customer relationships | Maximum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '5 years 8 months 12 days | ' | ' |
Cooperative agreements | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Gross carrying amount | 5,230 | 5,263 | ' |
Accumulated amortization | -2,021 | -1,346 | ' |
Intangible assets, net | 3,209 | 3,917 | ' |
Intangible assets | ' | ' | ' |
Less: accumulated amortization | -2,021 | -1,346 | ' |
Cooperative agreements | Minimum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '1 year 3 months 18 days | ' | ' |
Cooperative agreements | Maximum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '10 years | ' | ' |
Favorable leases | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Gross carrying amount | 63,237 | 63,237 | ' |
Accumulated amortization | -13,786 | -10,652 | ' |
Intangible assets, net | 49,451 | 52,585 | ' |
Intangible assets | ' | ' | ' |
Less: accumulated amortization | -13,786 | -10,652 | ' |
Favorable leases | Minimum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '9 months 18 days | ' | ' |
Favorable leases | Maximum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '20 years | ' | ' |
Non-compete agreement | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Gross carrying amount | 3,188 | 3,188 | ' |
Accumulated amortization | -302 | -198 | ' |
Intangible assets, net | 2,886 | 2,990 | ' |
Intangible assets | ' | ' | ' |
Less: accumulated amortization | -302 | -198 | ' |
Non-compete agreement | Minimum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '3 years | ' | ' |
Non-compete agreement | Maximum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '4 years 6 months | ' | ' |
Trade name | ' | ' | ' |
Intangible assets | ' | ' | ' |
Impairment loss | ' | 188,835 | ' |
Internal use software development cost | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Gross carrying amount | ' | 13,369 | 9,973 |
Intangible assets | ' | ' | ' |
Amortization expenses for intangible assets of continuing operations | 11,729 | 12,645 | 10,007 |
Internal use software development cost | Minimum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '4 years | '4 years | '4 years |
Internal use software development cost | Maximum | ' | ' | ' |
Estimated amortization expenses for each of the future annual periods | ' | ' | ' |
Estimated useful life of costs capitalized | '5 years | '5 years | '5 years |
GOODWILL_Details
GOODWILL (Details) | 12 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
CNY | CNY | CNY | USD ($) | Minimum | Maximum | Better Schools | Better Schools | Better Schools | Better Schools | Better Schools | Better Schools | Better Jobs | Better Jobs | |
CNY | CNY | Tutoring | Tutoring | K-12 Schools | K-12 Schools | Career Enhancement | Career Enhancement | |||||||
CNY | CNY | CNY | CNY | CNY | CNY | |||||||||
Changes in the carrying amount of goodwill by segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | 624,392 | 999,744 | ' | $86,291 | ' | ' | 560,913 | 590,669 | 425,383 | 454,900 | 135,530 | 135,769 | 63,479 | 409,075 |
Goodwill balance deconsolidated | -93,146 | ' | ' | ' | ' | ' | -87,308 | ' | -87,308 | ' | ' | ' | -5,838 | ' |
Goodwill acquired during the year | ' | 70,580 | 367,229 | ' | ' | ' | ' | 70,580 | ' | 70,580 | ' | ' | ' | ' |
Goodwill impairment | 0 | -478,710 | ' | ' | ' | ' | ' | -99,343 | ' | -99,343 | ' | -34,122 | ' | -345,244 |
Foreign currency translation adjustments | -8,866 | -1,345 | ' | ' | ' | ' | -7,903 | -993 | -4,956 | -754 | -2,947 | -239 | -963 | -352 |
Balance at the end of the period | 522,380 | 624,392 | 999,744 | $86,291 | ' | ' | 465,702 | 560,913 | 333,119 | 425,383 | 132,583 | 135,530 | 56,678 | 63,479 |
Discount rate (as a percent) | ' | ' | ' | ' | 16.00% | 17.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Terminal growth rate (as a percent) | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
OTHER_NONCURRENT_ASSETS_NET_De
OTHER NON-CURRENT ASSETS, NET (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | CNY | CNY | |
item | item | ||
OTHER NON-CURRENT ASSETS | ' | ' | ' |
Prepaid long-term lease | ' | 119,864 | 111,087 |
Deposit for training centers under construction | ' | 30,366 | 30,366 |
Prepaid leasehold improvement maintenance fee | ' | 20,092 | 23,376 |
Prepayment for new training base project | ' | 65,609 | 65,609 |
Number of deconsolidated entities | 3 | 3 | ' |
Long-term receivable from Changan Xindi Electronics Company | ' | 4,000 | ' |
Others | ' | 9,441 | 8,269 |
Less: Allowance for doubtful accounts | ' | -65,609 | ' |
Other non-current assets, net | $30,355 | 183,763 | 238,707 |
OTHER_NONCURRENT_ASSETS_NET_De1
OTHER NON-CURRENT ASSETS, NET (Details 2) (CNY) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Other non-current assets | ' | ' | ' |
Prepaid long-term lease | 119,864,000 | 111,087,000 | ' |
Career Enhancement | ' | ' | ' |
Other non-current assets | ' | ' | ' |
Amortization expenses of continuing operations | 5,388,000 | 5,666,000 | 0 |
Impairment loss related to prepaid long-term lease | 1,180,000 | 55,825,000 | 0 |
Career Enhancement | Beijing | ' | ' | ' |
Other non-current assets | ' | ' | ' |
Prepaid long-term lease | 128,717,000 | ' | ' |
Career Enhancement | Guangzhou | ' | ' | ' |
Other non-current assets | ' | ' | ' |
Prepaid long-term lease | 59,206,000 | ' | ' |
Training Centers | ' | ' | ' |
Other non-current assets | ' | ' | ' |
Deposits paid to build new training centers | ' | 54,870,000 | ' |
Payments to acquire training centers and maintenance service from third party contractor | ' | 26,267,000 | ' |
Number of training centers to be built | ' | 39 | ' |
Period of maintenance service acquired | ' | '8 years | ' |
Number of training centers delivered | 0 | 12 | ' |
Cost of training centers delivered | ' | 24,504,000 | ' |
Accumulated amortization of the maintenance service cost | 6,175,000 | 2,891,000 | ' |
ACCRUED_AND_OTHER_LIABILITIES_1
ACCRUED AND OTHER LIABILITIES (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
ACCRUED AND OTHER LIABILITIES | ' | ' | ' |
Business tax, VAT and others | ' | 72,953 | 90,908 |
Accrued payroll and welfare | ' | 63,430 | 80,126 |
Current portion of consideration payable for acquisitions | ' | 14,354 | 15,270 |
Payable balance with indemnity by Xihua Group | ' | 49,800 | 49,800 |
Accrual for rental | ' | 38,473 | 38,688 |
Professional service fees payable | ' | 39,231 | 21,824 |
Amounts due to cooperating partners | ' | 15,116 | 16,908 |
Payable to Zhenjiang Foreign Language School | ' | 36,770 | 36,770 |
Payments in advance | ' | 6,506 | 11,906 |
Due to former owners | ' | 5,747 | 2,856 |
Others | ' | 73,429 | 35,305 |
Total | $68,688 | 415,810 | 400,361 |
SHORTTERM_BORROWINGS_Details
SHORT-TERM BORROWINGS (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Short-term borrowings | Short-term borrowings | Short-term borrowings | Unsecured short-term bank loans | Secured short-term borrowings from third party | Unsecured short-term borrowings from third parties | Unsecured short-term borrowings from individuals |
CNY | CNY | CNY | CNY | CNY | CNY | CNY | ||||
SHORT-TERM BORROWINGS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Short-term borrowings | $16,259 | 98,430 | 60,000 | ' | ' | ' | 60,000 | 50,000 | 20,800 | 27,630 |
Interest expenses incurred | ' | ' | ' | 6,533 | 4,365 | 4,685 | ' | ' | ' | ' |
Weighted average interest rate (as a percent) | ' | ' | ' | 20.23% | 6.87% | ' | ' | ' | ' | ' |
Weighted average short-term borrowings | ' | ' | ' | 23,781 | 66,049 | ' | ' | ' | ' | ' |
Short-term loans secured by equity of Jinghan Yingcai (as a percent) | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
CONVERTIBLE_LOAN_Details
CONVERTIBLE LOAN (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 24, 2012 | Oct. 24, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 12, 2012 | Jun. 12, 2012 | Oct. 24, 2012 | Jun. 12, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Oct. 24, 2012 | Oct. 24, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 17, 2013 |
USD ($) | CNY | CNY | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC Loan | IFC C Loan | |
USD ($) | CNY | USD ($) | CNY | CNY | USD ($) | USD ($) | CNY | Minimum | Minimum | Interest rate change feature | Interest rate change feature | Interest rate change feature | Interest rate change feature | Interest rate change feature | Interest rate change feature | Within 12 months from the date of the Loan Agreement | Within 12 months from the date of the Loan Agreement | At any time prior to the fifth anniversary of the date of the first disbursement of the IFC Loan | At any time prior to the fifth anniversary of the date of the first disbursement of the IFC Loan | CEIHL | ||||
item | USD ($) | USD ($) | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | Minimum | Minimum | USD ($) | |||||||||||||
USD ($) | USD ($) | |||||||||||||||||||||||
Convertible loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt that may be converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period prior to which debt may be converted | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | $10 | ' | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable interest rate margin (as a percent) | ' | ' | ' | ' | ' | 4.50% | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | 3.00% | ' | ' |
Variable rate basis | ' | ' | ' | ' | ' | '6-month LIBOR | '6-month LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average trading price of ADSs (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7 | ' | $12 | ' |
Period for average trading price of ADSs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' | '4 months | ' |
Number of equal semi-annual installments | ' | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Penalty interest rate (as a percent) | ' | ' | ' | ' | ' | 2.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Penalty interest amount | ' | ' | ' | ' | ' | ' | 1,082,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance accounted for as the conversion feature | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of embedded conversion feature | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Costs incurred attributable to the issuance of Loan | ' | ' | ' | ' | ' | 567,000 | 3,432,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Front fee paid | ' | ' | ' | ' | ' | ' | 4,924,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Front fee amortization amount | ' | ' | ' | ' | ' | ' | 4,881,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of derivative assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,000 | 170,000 | 28,000 | 181,000 | 61,000 | 369,000 | ' | ' | ' | ' | ' |
Summary of convertible loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal IFC loan | ' | ' | ' | 20,000,000 | 125,710,000 | ' | 102,905,000 | 125,710,000 | 20,000,000 | 20,000,000 | 125,710,000 | ' | ' | ' | ' | ' | ' | 20,000,000 | 121,074,000 | ' | ' | ' | ' | 17,000,000 |
Unamortized discount | ' | ' | ' | ' | ' | ' | ' | -4,554,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net carrying amount | $16,999,000 | 102,905,000 | 121,156,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required liquidated damages (as a percent) | ' | ' | ' | 0.50% | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Each period for which liquidated damages required | ' | ' | ' | '30 days | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required liquidated damages cap (as a percent) | ' | ' | ' | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period within which registration statement is required to be declared effective in the event there are no SEC comments | ' | ' | ' | ' | ' | '30 days | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period within which registration statement is required to be declared effective in the event there are SEC comments | ' | ' | ' | ' | ' | '90 days | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period after conversion of debt, for which Company required to maintain the effectiveness of the registration statement | ' | ' | ' | ' | ' | '1 year | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ORDINARY_SHARES_Details
ORDINARY SHARES (Details) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 03, 2013 | Jun. 03, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 31, 2010 | Aug. 05, 2010 | Aug. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | USD ($) | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class A ordinary shares | Class B Ordinary shares | Class B Ordinary shares | Class B Ordinary shares | Class B Ordinary shares | ||
USD ($) | CNY | USD ($) | CNY | USD ($) | USD ($) | item | |||||||||||
item | |||||||||||||||||
ORDINARY SHARES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of American depositary shares issued | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares offered by selling shareholders | 3,177,207 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equivalent number of shares for each American depositary share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | ' |
Par value of ordinary shares (in dollars per share) | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' |
Number of shares issued on conversion of convertible preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,755,877 | ' | ' | ' |
Number of votes per ordinary share | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' | 10 | ' | ' |
Conversion ratio for conversion of Class B ordinary shares into Class A ordinary shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' |
Shares issued | ' | 176,776,612 | 176,776,612 | 145,975,484 | ' | ' | ' | 86,169,769 | 86,169,769 | 55,368,641 | 49,088,096 | ' | ' | ' | 90,606,843 | 90,606,843 | 95,392,968 |
Shares outstanding | ' | 176,776,612 | 176,776,612 | 145,975,484 | ' | ' | ' | 86,169,769 | 86,169,769 | 55,368,641 | 49,088,096 | ' | ' | ' | 90,606,843 | 90,606,843 | 95,392,968 |
Number of ordinary shares converted to Class A ordinary shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,786,125 | ' |
Shares issued during the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,494,420 | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | 30,801,128 | ' | ' | 30,801,128 | 30,801,128 | ' | ' | ' | ' | ' | ' | ' | ' |
Total purchase consideration of shares issued and sold | ' | ' | 129,772 | ' | ' | $21,000 | 130,823 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount received for issuance and sale of shares | ' | 10,358 | 62,706 | ' | ' | 10,000 | 62,706 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding in connection of shares issued and sold | ' | ' | ' | ' | ' | ' | ' | $11,000 | 68,217 | ' | ' | ' | ' | ' | ' | ' | ' |
WARRANTS_Details
WARRANTS (Details) (Senior management, Warrants) | 1 Months Ended |
Jul. 31, 2011 | |
item | |
WARRANTS | ' |
Number of warrants granted (in shares) | 500,000 |
Number of employees to whom warrants are granted | 1 |
Class A ordinary shares | ' |
WARRANTS | ' |
Number of shares that can be purchased on exercise of warrants | 500,000 |
SHARE_BASED_COMPENSATION_Detai
SHARE BASED COMPENSATION (Details) (CNY) | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 04, 2005 | Nov. 14, 2008 | Feb. 04, 2005 | Feb. 04, 2005 | Jun. 01, 2010 | Jun. 01, 2010 | Jun. 01, 2010 | Jun. 01, 2010 | Jun. 01, 2010 |
Warrant | Warrant | Warrant | Warrant | 2005 Share Incentive Plan | 2005 Share Incentive Plan | 2005 Share Incentive Plan | 2005 Share Incentive Plan | 2010 Equity Incentive Plan | 2010 Equity Incentive Plan | 2010 Equity Incentive Plan | 2010 Equity Incentive Plan | 2010 Equity Incentive Plan | |
Senior management | Senior management | Senior management | Class A ordinary shares | Minimum | ISO | Class A ordinary shares | Class A ordinary shares | ISO | ISO | ISO | |||
item | Senior management | Maximum | Maximum | Employees | |||||||||
Minimum | |||||||||||||
SHARE BASED COMPENSATION | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized for grant | ' | ' | ' | ' | 1,500,000 | 20,282,353 | ' | ' | 19,000,000 | ' | ' | ' | ' |
Percentage of voting interest to be held by an individual to be eligible for designation as an optionee or purchaser | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | 10.00% |
Exercise price per share granted to a 10% stockholder relative to fair market value per share on the grant date (as a percent) | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | ' | ' | ' | 110.00% |
Purchase price per share granted to a 10% stockholder relative to fair market value per share on the grant date (as a percent) | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Expiration term | '18 months | ' | ' | ' | '10 years | ' | ' | '5 years | ' | ' | ' | '10 years | '5 years |
Vesting period | '1 year | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares to be added to the 2010 Plan from the 2005 Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' |
Annual increase in shares authorized on the first day of each fiscal year | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' |
Annual increase in shares authorized on the first day of each fiscal year (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Automatic termination period of the plan | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | '10 years | ' | ' |
Granted (in shares) | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares that can be purchased from warrants | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of employees to whom warrants are granted | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | 19.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of shares outstanding | 1,679 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of shares exercisable | 1,679 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHARE_BASED_COMPENSATION_Detai1
SHARE BASED COMPENSATION (Details 2) | 12 Months Ended | |||||||||||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
CNY | CNY | CNY | Binomial Pricing model | Binomial Pricing model | Binomial Pricing model | Binomial Pricing model | Binomial Pricing model | Binomial Pricing model | Binomial Pricing model | Employees | Employees | Employees | Non-employees | Non-employees | Non-employees | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | |
Minimum | Minimum | Maximum | Maximum | CNY | CNY | CNY | CNY | CNY | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | Employees | Employees | Non-employees | Non-employees | |||||||
item | item | item | item | |||||||||||||||||||||||||
SHARE BASED COMPENSATION | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available for future grants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,326,994 | 22,326,994 | 19,693,783 | 19,693,783 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,153,312 | 16,153,312 | 16,762,302 | 16,762,302 | 18,321,585 | 18,321,585 | ' | ' | 11,476,476 | 14,109,687 | 2,043,625 | 2,043,625 |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,205,250 | 2,205,250 | 992,700 | 992,700 | ' | ' | ' | ' | ' | ' |
Exercised (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,494,420 | -1,494,420 | -1,914,088 | -1,914,088 | ' | ' | ' | ' | ' | ' |
Forfeited or expired (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,633,211 | -2,633,211 | -1,319,820 | -1,319,820 | -637,895 | -637,895 | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,520,101 | 13,520,101 | 16,153,312 | 16,153,312 | 16,762,302 | 16,762,302 | 18,321,585 | 18,321,585 | 11,476,476 | 14,109,687 | 2,043,625 | 2,043,625 |
Exercisable at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,201,305 | 13,201,305 | 12,963,768 | 12,963,768 | 11,733,255 | 11,733,255 | ' | ' | ' | ' | ' | ' |
Expected to vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 119,485 | 119,485 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18.30 | ' | $17.25 | ' | $15.90 | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20.76 | ' | $32.91 | ' | ' | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.12 | ' | $1.47 | ' | ' | ' | ' | ' | ' | ' |
Forfeited or expired (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20.98 | ' | $24.75 | ' | $27.73 | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16.89 | ' | $18.30 | ' | $17.25 | ' | $15.90 | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16.72 | ' | $16.25 | ' | $12.66 | ' | ' | ' | ' | ' | ' | ' |
Expected to vested (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $26.09 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Remaining Contractual Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 6 months 14 days | '4 years 6 months 14 days | '5 years 10 months 24 days | '5 years 10 months 24 days | '6 years 6 months | '6 years 6 months | '7 years 1 month 6 days | '7 years 1 month 6 days | ' | ' | ' | ' |
Exercisable at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 5 months 16 days | '4 years 5 months 16 days | '5 years 4 months 24 days | '5 years 4 months 24 days | '5 years 9 months 18 days | '5 years 9 months 18 days | ' | ' | ' | ' | ' | ' |
Expected to vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years 2 months 12 days | '7 years 2 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,114 | ' | 85,750 | ' | 553,155 | ' | ' | ' | ' | ' | ' |
Granted (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,449 | ' | ' | ' | ' | ' | ' |
Exercised (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,856 | ' | 36,433 | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54,530 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,940 | ' | 29,114 | ' | 85,750 | ' | 553,155 | ' | ' | ' | ' |
Exercisable at the end of the period (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,940 | ' | 29,112 | ' | 113,896 | ' | ' | ' | ' | ' | ' |
Assumptions used | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free rate of return, minimum (as a percent) | ' | ' | ' | ' | 3.20% | 1.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free rate of return, maximum (as a percent) | ' | ' | ' | ' | 3.26% | 4.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise multiple (applicable to awards granted to employees only) | ' | ' | ' | ' | ' | ' | 2 | 2 | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Post-vesting forfeiture rate (applicable to awards granted to employees only) (as a percent) | ' | ' | ' | 19.00% | 14.00% | 14.00% | 0.00% | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | '1 year 6 months | '1 year 6 months | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility rate, minimum (as a percent) | ' | ' | ' | ' | ' | 41.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility rate, maximum (as a percent) | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility rate (as a percent) | ' | ' | ' | ' | 47.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average volatility rate (as a percent) | ' | ' | ' | ' | 47.00% | 46.54% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expenses (in dollars) | 22,826 | 34,971 | 33,348 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair values of option and warrants vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,936 | 40,075 | 48,414 | 203 | 1,059 | 2,015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair values per share (in RMB per share) | 0 | 12.42 | 7.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total unrecognized compensation expense related to non-vested share-based compensation arrangements | 8,657 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period for recognition of unrecognized compensation expense | '8 months 16 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHARE_BASED_COMPENSATION_Detai2
SHARE BASED COMPENSATION (Details 3) (Options, CNY) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Options | ' | ' | ' |
Shares | ' | ' | ' |
Unvested at the beginning of the period (in shares) | 3,484,919 | ' | ' |
Granted (in shares) | ' | 2,205,250 | 992,700 |
Vested (in shares) | 1,702,797 | ' | ' |
Forfeited (in shares) | 1,177,951 | ' | ' |
Unvested at the end of the period (in shares) | 604,171 | 3,484,919 | ' |
Weighted Average Grant-date fair value | ' | ' | ' |
Unvested at the beginning of the period (in dollars per share) | 11.91 | ' | ' |
Vested (in dollars per share) | 11.24 | ' | ' |
Forfeited (in dollars per share) | 11.6 | ' | ' |
Unvested at the end of the period (in dollars per share) | 10.47 | 11.91 | ' |
TAXATION_Details
TAXATION (Details) (PRC, CNY) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Shanghai | Beijing | Shenzhen | Minimum | Maximum | Ambow Online | Ambow Yuhua | Shandong Software Companies | Suzhou Career Enhancement | |||
Income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
VAT (as a percent) | ' | ' | ' | 6.00% | 6.00% | 6.00% | ' | ' | 17.00% | 17.00% | 17.00% | 17.00% |
Percentage of net revenues over which VAT paid is entitled for refund on fulfillment of certain criteria | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 3.00% | 3.00% | 3.00% |
VAT payable | 4,920 | 1,153 | 10,161 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business tax (as a percent) | ' | ' | ' | 5.00% | 5.00% | 5.00% | 3.00% | 5.00% | ' | ' | ' | ' |
TAXATION_Details_2
TAXATION (Details 2) | 12 Months Ended | 36 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
USD ($) | CNY | CNY | CNY | Hong Kong | PRC | PRC | PRC | PRC | PRC | PRC | PRC | |
CNY | CNY | CNY | Ambow Online | Ambow Online | Minimum | Maximum | ||||||
Income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax rate (as a percent) | ' | ' | ' | ' | 16.50% | ' | ' | ' | ' | ' | ' | ' |
Favorable tax rate for a High and New Technology Enterprise (as a percent) | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' |
Transition period for the entities enjoying favorable income tax rate | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' |
Income tax rate to be gradually changed to at the end of the transition period (as a percent) | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' |
Withholding income tax on dividends distributed by an FIE to its immediate holding company outside China (as a percent) | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Lower withholding income tax on dividends distributed by an FIE to its immediate holding company registered in Hong Kong or other jurisdiction that have a tax treaty or arrangement with China (as a percent) | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' |
Percentage of tax deduction | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Income tax rate for schools in certain cities registered as requiring reasonable returns (as a percent) | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | 1.75% | 4.00% |
Current: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for income tax | ' | ' | ' | ' | ' | 2,992 | 58,218 | 53,105 | ' | ' | ' | ' |
Deferred: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for income tax | ' | ' | ' | ' | ' | -32,463 | -110,846 | -15,866 | ' | ' | ' | ' |
Provision for income tax expenses (benefits) | -4,868 | -29,471 | -52,628 | 37,239 | ' | -29,471 | -52,628 | 37,239 | ' | ' | ' | ' |
Applicable tax rate (as a percent) | 4.00% | 4.00% | 3.00% | 19.00% | ' | ' | ' | ' | ' | 12.50% | ' | ' |
Preferential tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' |
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | 25.00% | ' | ' | ' | ' | 25.00% | ' | ' | ' |
Aggregate amount and per share effect of the tax holiday | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The aggregate amount of tax holidays | ' | ' | ' | ' | ' | ' | ' | -59,580 | ' | ' | ' | ' |
The aggregate effect on basic and diluted net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | -0.42 | ' | ' | ' | ' |
Diluted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | -0.4 | ' | ' | ' | ' |
TAXATION_Details_3
TAXATION (Details 3) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Income tax | Income tax | Income tax |
CNY | CNY | CNY | ||||
Current deferred tax assets | ' | ' | ' | ' | ' | ' |
Accrued expense | ' | 16,218 | 24,778 | ' | ' | ' |
Allowance for doubtful accounts | ' | 15,942 | 50,228 | ' | ' | ' |
Current deferred tax assets | ' | 32,160 | 75,006 | ' | ' | ' |
Less: valuation allowance on current deferred tax assets | ' | -21,128 | -59,570 | ' | ' | ' |
Total current deferred tax assets | ' | 11,032 | 15,436 | ' | ' | ' |
Non-current deferred tax assets | ' | ' | ' | ' | ' | ' |
Tax loss carried forward | ' | 446,569 | 272,361 | ' | ' | ' |
Impairment of long-lived tangible assets | ' | 33,631 | 33,485 | ' | ' | ' |
Deferred advertising expense | ' | 19,876 | 25,234 | ' | ' | ' |
Others | ' | 5,444 | 4,064 | ' | ' | ' |
Non-current deferred tax assets | ' | 505,520 | 335,144 | ' | ' | ' |
Less: valuation allowance on non-current deferred tax assets | ' | -423,818 | -282,062 | ' | ' | ' |
Total non-current deferred taxes assets, net | ' | 81,702 | 53,082 | ' | ' | ' |
Non-current deferred tax liabilities: | ' | ' | ' | ' | ' | ' |
Unrecognized valuation surplus and deficit - Acquisition | ' | 103,779 | 121,519 | ' | ' | ' |
Unrecognized valuation surplus and deficit - Decrease due to amortization and impairment | ' | -50,939 | -59,782 | ' | ' | ' |
Tax nondeductible long-lived assets | ' | 67,166 | 46,629 | ' | ' | ' |
Tax nondeductible long-lived assets - Decrease due to amortization and impairment | ' | -16,256 | -11,862 | ' | ' | ' |
Total deferred tax liabilities | 17,138 | 103,750 | 96,504 | ' | ' | ' |
Movement of valuation allowance | ' | ' | ' | ' | ' | ' |
Balance at beginning of the year | ' | ' | ' | 341,632 | 42,976 | 13,313 |
Allowance made during the year | ' | ' | ' | 103,314 | 298,656 | 32,668 |
Reversals | ' | ' | ' | ' | ' | -3,005 |
Balance at end of the year | ' | ' | ' | 444,946 | 341,632 | 42,976 |
TAXATION_Details_4
TAXATION (Details 4) (CNY) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation between total income tax expense and the amount computed by applying the weighted average statutory income tax rate to income before income taxes | ' | ' | ' |
Weighted average statutory tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
Tax effect of preferential tax treatments (as a percent) | ' | ' | -30.00% |
Tax effect of non-deductible expenses (as a percent) | -5.00% | -2.00% | 5.00% |
Tax effect of non-taxable income (as a percent) | ' | ' | -1.00% |
Tax effect of tax-exempt entities (as a percent) | -6.00% | -2.00% | 8.00% |
Previous years unrecognized tax effect (as a percent) | ' | -2.00% | ' |
Changes in valuation allowance (as a percent) | -10.00% | -16.00% | 12.00% |
Effective tax rates (as a percent) | 4.00% | 3.00% | 19.00% |
Reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions | ' | ' | ' |
Unrecognized tax benefits, beginning of year | 21,674 | 13,469 | 11,627 |
Increases related to current tax positions | 1,395 | 3,271 | 1,842 |
Decrease due to deconsolidation | -3,205 | ' | ' |
Unrecognized tax benefits, end of year | 4,930 | 21,674 | 13,469 |
Maximum term to clawback underpaid tax plus penalties and interest for PRC entities' tax filings | '5 years | ' | ' |
NET_INCOME_LOSS_PER_SHARE_Deta
NET INCOME (LOSS) PER SHARE (Details) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | |
Numerator: | ' | ' | ' | ' |
Numerator for basic income (loss) from continuing operations per share | ' | -630,613 | -1,616,946 | 165,478 |
Numerator for basic loss from discontinued operations per share | ' | -276,205 | -4,220 | -144,293 |
Numerator for diluted income (loss) from continuing operations per share | ' | -630,613 | -1,616,946 | 165,478 |
Numerator for diluted loss from discontinued operations per share | ' | -276,205 | -4,220 | -144,293 |
Denominator: | ' | ' | ' | ' |
Denominator for basic income (loss) per share weighted average ordinary shares outstanding (in shares) | 163,942,809 | 163,942,809 | 145,659,940 | 142,939,038 |
Denominator for diluted income (loss) per share weighted average ordinary shares outstanding (in shares) | 163,942,809 | 163,942,809 | 145,659,940 | 150,432,812 |
Basic income (loss) per share- continuing operations (in CNY per share) | ($0.64) | -3.85 | -11.1 | 1.16 |
Basic loss per share- discontinued operations (in CNY per share) | ($0.28) | -1.68 | -0.03 | -1.01 |
Diluted income (loss) per share- continuing operations (in CNY per share) | ($0.64) | -3.85 | -11.1 | 1.1 |
Diluted loss per share- discontinued operations (in CNY per share) | ($0.28) | -1.68 | -0.03 | -1.01 |
NET_INCOME_LOSS_PER_SHARE_Deta1
NET INCOME (LOSS) PER SHARE (Details 2) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Warrants | ' | ' | ' |
Anti-dilutive shares | ' | ' | ' |
Anti-dilutive shares that were excluded from the calculation of diluted net income per share | 0 | 0 | 0 |
Preferred shares | ' | ' | ' |
Anti-dilutive shares | ' | ' | ' |
Anti-dilutive shares that were excluded from the calculation of diluted net income per share | 0 | 0 | 0 |
Out-of-money | ' | ' | ' |
Anti-dilutive shares | ' | ' | ' |
Anti-dilutive shares that were excluded from the calculation of diluted net income per share | 7.7 | 11.9 | 9.3 |
In-the-money | ' | ' | ' |
Anti-dilutive shares | ' | ' | ' |
Anti-dilutive shares that were excluded from the calculation of diluted net income per share | 5.8 | 4.2 | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (CNY) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating leases | ' | ' | ' |
2014 | 94,086 | ' | ' |
2015 | 79,899 | ' | ' |
2016 | 52,996 | ' | ' |
2017 | 27,458 | ' | ' |
2018 | 17,672 | ' | ' |
Thereafter | 88,357 | ' | ' |
Total | 360,468 | ' | ' |
Rent expense | 173,342 | 192,315 | 131,595 |
Maximum | ' | ' | ' |
Operating leases | ' | ' | ' |
Lease term | '10 years | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) | 3 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||
Oct. 21, 2013 | Feb. 28, 2013 | 12-May-14 | 12-May-14 | Feb. 18, 2013 | Nov. 19, 2012 | Dec. 12, 2013 | Oct. 21, 2013 | Oct. 21, 2013 | Jun. 07, 2013 | Jun. 07, 2013 | Jun. 07, 2013 | Jun. 07, 2013 | Jun. 18, 2014 | Jun. 12, 2014 | Jun. 18, 2014 | |
item | Changsha K-12 | California allegations | California allegations | California allegations | California allegations | Breach of contract | Breach of contract | Breach of contract | Breach of contract | Breach of contract | Invoices for pre-paid licensing fees | Invoices for pre-paid licensing fees | Subsequent Event | Subsequent Event | Subsequent Event | |
CNY | USD ($) | CNY | item | item | USD ($) | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | Breach of contract | Breach of contract | Scenario forecast | ||
USD ($) | USD ($) | Breach of contract | ||||||||||||||
HKD | ||||||||||||||||
Contingencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damage amount sought by plaintiff | ' | 168,000,000 | ' | ' | ' | ' | ' | $2,000,000 | 12,460,000 | $2,500,000 | 15,575,000 | $2,000,000 | 12,460,000 | ' | ' | ' |
Settlement amount paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' |
Settlement interest amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107,000 | ' |
Settlement costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 388,000 |
Settlement amount | ' | ' | $1,500,000 | 9,080,000 | ' | ' | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of claims filed | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of cases consolidated | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of defendants | ' | ' | ' | ' | 8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) | 12 Months Ended | ||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | Better Schools | Better Schools | Better Schools | Better Schools | Better Schools | Better Schools | Better Schools | Better Schools | Better Schools | Better Jobs | Better Jobs | Better Jobs | Better Jobs | Better Jobs | Better Jobs | Better Jobs | Better Jobs | |
item | CNY | CNY | CNY | Tutoring | Tutoring | Tutoring | K-12 Schools | K-12 Schools | K-12 Schools | CNY | CNY | CNY | Career Enhancement | Career Enhancement | Career Enhancement | Colleges | Colleges | ||||
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | |||||||||||
SEGMENT INFORMATION | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SEGMENT INFORMATION | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Revenues | $188,395 | 1,140,487 | 1,277,477 | 1,496,869 | 945,052 | 964,766 | 972,526 | 761,377 | 773,611 | 777,969 | 183,675 | 191,155 | 194,557 | 195,435 | 312,711 | 524,343 | 195,435 | 310,016 | 505,202 | 2,695 | 19,141 |
Cost of revenue | -122,675 | -742,637 | -805,306 | -621,176 | -628,103 | -616,430 | -449,438 | -507,310 | -492,088 | -341,942 | -120,793 | -124,342 | -107,496 | -114,533 | -188,876 | -171,738 | -114,533 | -185,698 | -168,546 | -3,179 | -3,192 |
GROSS PROFIT | $65,720 | 397,850 | 472,171 | 875,693 | 316,949 | 348,336 | 523,088 | 254,067 | 281,523 | 436,027 | 62,882 | 66,813 | 87,061 | 80,902 | 123,835 | 352,605 | 80,902 | 124,318 | 336,656 | -484 | 15,949 |
PRC_CONTRIBUTION_AND_PROFIT_AP2
PRC CONTRIBUTION AND PROFIT APPROPRIATION (Details) (CNY) | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2005 | Dec. 31, 2013 | Dec. 31, 2005 |
PRC | Subsidiaries | Subsidiaries | VIEs Consolidated | VIEs Consolidated | VIEs Consolidated | VIEs Consolidated | ||||
Minimum | PRC | PRC | PRC | PRC | PRC | PRC | ||||
Minimum | Maximum | Minimum | Minimum | Maximum | Maximum | |||||
PRC CONTRIBUTION AND PROFIT APPROPRIATION | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total contribution for employee benefits | 95,216 | 88,655 | 57,700 | ' | ' | ' | ' | ' | ' | ' |
MAINLAND CHINA CONTRIBUTION AND PROFIT APPROPRIATION | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage appropriation to general reserve fund required | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' |
Reserve level threshold for mandatory transfer requirement (as a percent) | ' | ' | ' | ' | ' | 50.00% | ' | ' | 50.00% | ' |
Percentage appropriation to statutory surplus reserve required | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' |
Percentage appropriation to statutory public welfare fund required | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | 10.00% |
Percentage appropriation to statutory reserve required for education development reserve | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' |
Appropriation to statutory reserve | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General and statutory surplus reserve | 58,661 | 95,436 | 99,000 | ' | ' | ' | ' | ' | ' | ' |
Education development reserve | 22,070 | 20,970 | 23,199 | ' | ' | ' | ' | ' | ' | ' |
Total | 80,731 | 116,406 | 122,199 | ' | ' | ' | ' | ' | ' | ' |
ACQUISITIONS_Details
ACQUISITIONS (Details) | 12 Months Ended | 24 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2009 | Mar. 23, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 23, 2012 | Jan. 02, 2011 | Dec. 31, 2011 | Jan. 02, 2011 | Jan. 02, 2011 | Jan. 02, 2011 | Jan. 05, 2011 | Dec. 31, 2011 | Jan. 05, 2011 | Jan. 05, 2011 | Jan. 05, 2011 | Jan. 13, 2011 | Dec. 31, 2011 | Jan. 13, 2011 | Jan. 13, 2011 | Jan. 13, 2011 | Jan. 21, 2011 | Dec. 31, 2011 | Jan. 21, 2011 | Jan. 21, 2011 | Mar. 10, 2011 | Dec. 31, 2011 | Mar. 10, 2011 | Mar. 10, 2011 | Mar. 10, 2011 | 1-May-11 | Dec. 31, 2011 | 1-May-11 | 1-May-11 | Jul. 12, 2011 | Dec. 31, 2011 | Jul. 12, 2011 | Jul. 12, 2011 |
USD ($) | CNY | CNY | CNY | item | Sixteen Training Centers | Sixteen Training Centers | Maximum | Student population | Guangzhou ZS Career Enhancement | Guangzhou ZS Career Enhancement | Guangzhou ZS Career Enhancement | Guangzhou ZS Career Enhancement | Guangzhou ZS Career Enhancement | Jinan WR Career Enhancement | Jinan WR Career Enhancement | Jinan WR Career Enhancement | Jinan WR Career Enhancement | Jinan WR Career Enhancement | Hebei YL Career Enhancement | Hebei YL Career Enhancement | Hebei YL Career Enhancement | Hebei YL Career Enhancement | Hebei YL Career Enhancement | Chongqing XT Career Enhancement | Chongqing XT Career Enhancement | Chongqing XT Career Enhancement | Chongqing XT Career Enhancement | Beijing XGX Tutoring | Beijing XGX Tutoring | Beijing XGX Tutoring | Beijing XGX Tutoring | Beijing XGX Tutoring | Genesis Career Enhancement | Genesis Career Enhancement | Genesis Career Enhancement | Genesis Career Enhancement | Beijing JT Tutoring | Beijing JT Tutoring | Beijing JT Tutoring | Beijing JT Tutoring | |
item | item | CNY | CNY | Sixteen Training Centers | CNY | CNY | Student population | Non-compete agreement | Trade name | CNY | CNY | Cooperative agreement | Non-compete agreement | Trade name | CNY | CNY | Cooperative agreement | Non-compete agreement | Trade name | CNY | CNY | Non-compete agreement | Trade name | CNY | CNY | Student population | Non-compete agreement | Trade name | CNY | CNY | Customer relationship | Trade name | CNY | CNY | Student population | Non-compete agreement | |||||
item | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | ||||||||||||||||||||||
ACQUISITIONS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of acquisitions | ' | ' | 1 | 7 | 23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ACQUISITIONS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | ' | 70,580 | 367,229 | ' | ' | 70,580 | ' | ' | ' | 87,147 | ' | ' | ' | ' | 38,363 | ' | ' | ' | ' | 74,929 | ' | ' | ' | ' | 26,743 | ' | ' | ' | 27,771 | ' | ' | ' | ' | 39,781 | ' | ' | ' | 72,495 | ' | ' |
Intangibles with indefinite life | ' | ' | ' | 82,803 | ' | ' | ' | ' | ' | ' | 19,800 | ' | ' | ' | ' | 13,800 | ' | ' | ' | ' | 14,276 | ' | ' | ' | ' | 9,227 | ' | ' | ' | 6,400 | ' | ' | ' | ' | 19,300 | ' | ' | ' | ' | ' | ' |
Amortizable intangibles | ' | ' | ' | 28,611 | ' | ' | 7,700 | ' | ' | ' | 5,233 | ' | ' | ' | ' | 920 | ' | ' | ' | ' | 4,660 | ' | ' | ' | ' | 310 | ' | ' | ' | 1,923 | ' | ' | ' | ' | 5,270 | ' | ' | ' | 10,295 | ' | ' |
Measurement period for recognition of additional assets or liabilities | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interest acquired (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | 100.00% | ' | ' | ' | 100.00% | ' | ' | ' | ' | 100.00% | ' | ' | ' | 100.00% | ' | ' | ' |
Total cash consideration | ' | ' | ' | 439,173 | ' | 94,938 | 94,938 | ' | ' | 96,644 | 96,644 | ' | ' | ' | 50,278 | 50,278 | ' | ' | ' | 89,796 | 89,796 | ' | ' | ' | 34,739 | 34,739 | ' | ' | 34,531 | 34,531 | ' | ' | ' | 53,185 | 53,185 | ' | ' | 80,000 | 80,000 | ' | ' |
Cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,948 | ' | ' | ' | ' | 766 | ' | ' | ' | ' | 1,131 | ' | ' | ' | ' | 649 | ' | ' | ' | 1,996 | ' | ' | ' | ' | 9,422 | ' | ' | ' | 9,519 | ' | ' | ' |
Net cash outlay | 621 | 3,760 | 152,235 | 90,917 | ' | ' | ' | ' | ' | 93,696 | ' | ' | ' | ' | 49,512 | ' | ' | ' | ' | 88,665 | ' | ' | ' | ' | 34,090 | ' | ' | ' | 32,535 | ' | ' | ' | ' | 43,763 | ' | ' | ' | 70,481 | ' | ' | ' |
Purchase price allocation based on fair values of the acquired assets and liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | ' | 12,000 | ' | ' | ' | 2,948 | ' | ' | ' | ' | 766 | ' | ' | ' | ' | 1,131 | ' | ' | ' | ' | 649 | ' | ' | ' | 1,996 | ' | ' | ' | ' | 9,422 | ' | ' | ' | 9,519 | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,966 | ' | ' | ' | ' | 1,323 | ' | ' | ' | ' | 363 | ' | ' | ' | ' | 111 | ' | ' | ' | 96 | ' | ' | ' | ' | 6,461 | ' | ' | ' | 65 | ' | ' | ' |
Prepaid and other current assets | ' | ' | ' | ' | ' | 8,942 | ' | ' | ' | 4,273 | ' | ' | ' | ' | 1,269 | ' | ' | ' | ' | 3,267 | ' | ' | ' | ' | 2,156 | ' | ' | ' | 2,686 | ' | ' | ' | ' | 10,258 | ' | ' | ' | 1,703 | ' | ' | ' |
Other non-current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | 24,777 | ' | ' | ' | 2,299 | ' | ' | ' | ' | 109 | ' | ' | ' | ' | 462 | ' | ' | ' | ' | 316 | ' | ' | ' | 104 | ' | ' | ' | ' | 2,060 | ' | ' | ' | 146 | ' | ' | ' |
Intangible assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets, not amortizable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,800 | ' | ' | ' | 19,800 | 13,800 | ' | ' | ' | 13,800 | 14,276 | ' | ' | ' | 14,276 | 9,227 | ' | ' | 9,227 | 6,400 | ' | ' | ' | 6,400 | 19,300 | ' | ' | 19,300 | ' | ' | ' | ' |
Intangible assets, amortizable | ' | ' | ' | ' | ' | 7,700 | ' | ' | 7,700 | 5,233 | ' | 5,200 | 33 | ' | 920 | ' | 900 | 20 | ' | 4,660 | ' | 4,180 | 480 | ' | 310 | ' | 310 | ' | 1,923 | ' | 1,923 | 23 | ' | 5,270 | ' | 5,270 | ' | 10,295 | ' | 7,940 | 2,355 |
Goodwill | 86,291 | 522,380 | 624,392 | 999,744 | ' | 70,580 | ' | ' | ' | 87,147 | ' | ' | ' | ' | 38,363 | ' | ' | ' | ' | 74,929 | ' | ' | ' | ' | 26,743 | ' | ' | ' | 27,771 | ' | ' | ' | ' | 39,781 | ' | ' | ' | 72,495 | ' | ' | ' |
Total assets acquired | ' | ' | ' | ' | ' | 123,999 | ' | ' | ' | 125,666 | ' | ' | ' | ' | 56,561 | ' | ' | ' | ' | 99,088 | ' | ' | ' | ' | 39,512 | ' | ' | ' | 40,976 | ' | ' | ' | ' | 92,552 | ' | ' | ' | 94,223 | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | -20,942 | ' | ' | ' | -11,726 | ' | ' | ' | ' | -1,003 | ' | ' | ' | ' | -3,948 | ' | ' | ' | ' | -1,020 | ' | ' | ' | -1,348 | ' | ' | ' | ' | -4,400 | ' | ' | ' | -9,461 | ' | ' | ' |
Dividend payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,905 | ' | ' | ' | ' | ' | ' | ' |
Other liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7,799 | ' | ' | ' | ' | -1,606 | ' | ' | ' | ' | -607 | ' | ' | ' | ' | -1,444 | ' | ' | ' | -3,011 | ' | ' | ' | ' | -23,731 | ' | ' | ' | -2,189 | ' | ' | ' |
Deferred tax liability | ' | ' | ' | ' | ' | -8,119 | ' | ' | ' | -6,292 | ' | ' | ' | ' | -3,674 | ' | ' | ' | ' | -4,737 | ' | ' | ' | ' | -2,309 | ' | ' | ' | -2,086 | ' | ' | ' | ' | -6,331 | ' | ' | ' | -2,573 | ' | ' | ' |
Non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,205 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | ' | ' | ' | 94,938 | ' | ' | ' | 96,644 | ' | ' | ' | ' | 50,278 | ' | ' | ' | ' | 89,796 | ' | ' | ' | ' | 34,739 | ' | ' | ' | 34,531 | ' | ' | ' | ' | 53,185 | ' | ' | ' | 80,000 | ' | ' | ' |
Weighted average amortization period at acquisition date | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '3 years | ' | '3 years | '3 years | ' | '9 years 10 months 24 days | ' | '10 years | '3 years | ' | '9 years 10 months 24 days | ' | '10 years | '3 years | ' | '3 years | ' | '3 years | ' | '1 year 9 months 18 days | ' | '1 year 9 months 18 days | '3 years | ' | '5 years 8 months 12 days | ' | '5 years 8 months 12 days | ' | '5 years 3 months 18 days | ' | '5 years 6 months | '4 years 6 months |
Acquired intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,033 | ' | ' | ' | ' | 14,720 | ' | ' | ' | ' | 18,936 | ' | ' | ' | ' | 9,537 | ' | ' | ' | 8,323 | ' | ' | ' | ' | 24,570 | ' | ' | ' | 10,295 | ' | ' | ' |
Number of training centers acquired | ' | ' | ' | ' | ' | ' | 16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 46 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Oct. 26, 2011 | Jan. 25, 2012 | Jan. 25, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Oct. 31, 2015 | Oct. 31, 2015 | Jan. 25, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
CNY | CNY | CNY | USD ($) | Subsidiary of minority shareholder of Taishidian Holding | School founded by principal of Shuyang K-12 | Former shareholder of Changsha K-12 | Subsidiary of former shareholder of Shenyang Universe High School | Subsidiary of former shareholder of Shenyang Universe High School | Subsidiary of former shareholder of Shenyang Universe High School | Subsidiary of former shareholder of Shenyang Universe High School | Subsidiary of former shareholder of Shenyang Universe High School | Former shareholder of Jinan WR Career Enhancement | Others | Others | Others | Former shareholder of Genesis Career Enhancement | Dr Jin Huang | Campus | Campus | Campus | Campus | Campus | Campus | Campus | Campus | Campus | Campus | Campus | General Manager of College Segment-Gao Shoubai | Vice President -Huang Senlei | General Manager of College Segment-Gao Shoubai | |
item | CNY | Property management services | Property management services | CNY | CNY | Rental services | Rental services | Rental services | CNY | CNY | CNY | CNY | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | Class A Shares | Class A Shares | Class B Shares | CNY | CNY | CNY | |||||
CNY | CNY | CNY | CNY | CNY | USD ($) | |||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receipts | ' | ' | ' | ' | ' | 1,800,000 | 7,470,000 | ' | ' | 1,100,000 | 1,100,000 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of software and providing services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term borrowings | 98,430,000 | 60,000,000 | ' | 16,259,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,400,000 | 3,960,000 |
Others | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 514,000 | 1,627,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of management personnel from whom loan is borrowed | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest bearing borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' |
Noninterest bearing borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,960,000 | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24.00% | 24.00% | 24.00% |
Amounts due from related parties | ' | 500,000 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts due to related parties | 12,035,000 | 4,211,000 | ' | ' | ' | ' | ' | 4,675,000 | 3,575,000 | ' | ' | ' | ' | ' | ' | ' | 636,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,400,000 | 3,960,000 |
Minimum percentage of interest in voting power held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum shares agreed to be purchased by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' |
Shares charged in favor of Spin-Rich to secure campus' obligations under the Participation Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,818,182 | ' | ' | ' | ' |
Shares charged by Spin-Rich in favor of campus to secure campus' agreed-upon minimum return on its investment under the Participation Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,077,747 | ' | ' | ' |
Shares purchased by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,944,600 | ' | ' | ' | ' | ' |
Aggregate consideration paid for shares purchased by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | 311,505,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 22,826,000 | 34,971,000 | 33,348,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,882,000 | 53,769,000 | $9,539,000 | 60,206,000 | $34,554,000 | 215,275,000 | ' | ' | ' | ' | ' | ' |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 02, 2011 | Dec. 02, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 19, 2012 | Dec. 30, 2011 |
USD ($) | CNY | CNY | CNY | Beijing Century College Group | Beijing Century College Group | Sale of four business | Sale of four business | Sale of four business | Sale of four business | 21st School | 21st School | 21st School | 21st School | Xi'an Tutoring | Shandong Software Companies | Guangzhou HP Tutoring | Tianjin Holding | Tianjin Holding | Beijing Siwa Century Facility Management Co. | Beijing Siwa Century Facility Management Co. | Taishidian Holding | Taishidian Holding | Taishidian Holding | Soochow University | Soochow University | Soochow University | Sale of two business | |
CNY | CNY | USD ($) | CNY | CNY | Tutoring | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | |||||||
item | item | |||||||||||||||||||||||||||
Discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration | ' | ' | ' | ' | ' | ' | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payment received | ' | ' | ' | ' | ' | ' | ' | ' | 21,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Disposed Businesses | ' | ' | ' | ' | ' | ' | 4 | 4 | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage held in discontinued operations | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | 70.00% | ' |
Total impairment loss prior to disposal of business | ' | ' | ' | ' | ' | ' | ' | 118,318 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disposal loss | ' | ' | ' | ' | -15,908 | ' | 0 | ' | ' | ' | -74,938 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -174,629 | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 309,049 |
Outstanding consideration receivable from Xihua Group | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 133,100 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding consideration receivable from Xihua Group transferred to Suzhou Qingrun | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,300 | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge | ' | 0 | 478,710 | ' | ' | ' | ' | ' | ' | ' | ' | 34,122 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets classified as held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,095 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 985 | ' | ' |
Term deposits | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,677 | ' | ' |
Accounts receivable, net of allowance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 567 | ' | ' |
Amounts due from related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,550 | ' | ' |
Prepaid expenses and other current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,380 | ' | ' |
Deferred tax assets, current portion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,105 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts due from related parties, non-current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,284 | ' | ' |
Property, plant and equipment, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 214,436 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 298,858 | ' | ' |
Intangible assets, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,652 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,569 | ' | ' |
Land use rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 126,697 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 108,838 | ' | ' |
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,284 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,079 | ' | ' |
Deferred tax assets, non-current portion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 980 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 428,305 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 649,787 | ' | ' |
Liabilities associated with assets classified as held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,000 | ' | ' |
Accounts payable-trade | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,473 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -27,613 | ' | ' |
Accrued expenses and other current liabilities | -68,688 | -415,810 | -400,361 | ' | ' | ' | ' | ' | ' | ' | ' | -27,274 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -33,782 | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,104 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -79,833 | ' | ' |
Income tax payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,965 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -19,706 | ' | ' |
Amount due to related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -47,620 | ' | ' |
Current portion of Long-term borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -28,500 | ' | ' |
Long-term borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -18,000 | ' | ' |
Deferred tax liabilities - non-current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -35,340 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -8,432 | ' | ' |
Non-current portion of consideration payable for acquisitions and others | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -27,409 | ' | ' |
Total liabilities associated with assets classified as held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -88,156 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -292,895 | ' | ' |
Amount due to the Group's continuing operation | ' | 12,035 | 4,211 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 142,753 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment loss | 13,916 | 84,246 | 806,646 | ' | ' | ' | ' | ' | ' | ' | 0 | -50,050 | -25,336 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues and income (loss) from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | 128,870 | ' | ' | ' | ' | 17,939 | 82,283 | 75,502 | ' | 26,756 | ' | ' | 5,161 | ' | ' | ' | 50,043 | 103,382 | 115,370 | ' | ' | ' | ' |
Impairment loss | ' | ' | ' | ' | ' | -8,928 | ' | ' | ' | ' | ' | -50,050 | -25,336 | ' | -36,303 | -39,758 | -29,073 | -13,183 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income/(loss) from discontinued operation | ' | ' | ' | ' | ' | 5,439 | ' | ' | ' | ' | 3,312 | -55,846 | -21,735 | ' | -36,876 | -43,315 | -30,074 | -16,518 | ' | ' | ' | -22,735 | 12,395 | 1,427 | ' | ' | ' | ' |
Income tax benefit/ (expense) | ' | ' | ' | ' | ' | 908 | ' | ' | ' | ' | -578 | 6,140 | -1,602 | ' | ' | 533 | 316 | 6 | ' | ' | ' | -6,637 | -3,669 | -3,391 | ' | ' | ' | ' |
Income/(loss) from discontinued operation, net of income tax | ' | ' | ' | ' | ' | 6,347 | ' | ' | ' | ' | 2,734 | -49,706 | -23,337 | ' | -36,876 | -42,782 | -29,758 | -16,512 | ' | ' | ' | -29,372 | 8,726 | -1,964 | ' | ' | ' | ' |
Loss on sale of discontinued operation, net of income tax | ' | ' | ' | ' | -15,908 | ' | 0 | ' | ' | ' | -74,938 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -174,629 | ' | ' | ' | ' | ' | ' |
Income/(loss) from and on sale of discontinued operation, net of income tax | -45,626 | -276,205 | -56,888 | -144,882 | -15,908 | 6,347 | ' | ' | ' | ' | -72,204 | -49,706 | -23,337 | ' | -36,876 | -42,782 | -29,758 | -16,512 | ' | ' | ' | -204,001 | 8,726 | -1,964 | ' | ' | ' | ' |
Foreign currency translation adjustment | ' | ' | ' | ' | 7,758 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,488 | 2,688 | 1,285 | 585 | ' | ' | ' | ' | 5,538 | ' | ' | ' | ' | ' |
DECONSOLIDATION_Details
DECONSOLIDATION (Details) (CNY) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
item | |
Deconsolidation | ' |
Loss (gain) on deconsolidation of subsidiaries | 84,246 |
Amount due from deconsolidated subsidiaries | 44,722 |
Number of deconsolidated entities | 3 |
Tianjin Tutoring | ' |
Deconsolidation | ' |
Loss (gain) on deconsolidation of subsidiaries | 77,146 |
Amount due to deconsolidated subsidiaries | 20,083 |
Guangzhou DP Tutoring | ' |
Deconsolidation | ' |
Loss (gain) on deconsolidation of subsidiaries | 16,572 |
Amount due to deconsolidated subsidiaries | 2,061 |
Guangzhou ZS Career Enhancement | ' |
Deconsolidation | ' |
Loss (gain) on deconsolidation of subsidiaries | 9,472 |
NONCONTROLLING_INTERESTS_Detai
NON-CONTROLLING INTERESTS (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | 21st School | 21st School | Guangzhou ZS Career Enhancement | Guangzhou ZS Career Enhancement | Shenyang K-12 | Taishidian Holding | Taishidian Holding | Ambow Jingxue | Genesis Career Enhancement |
CNY | CNY | |||||||||||
NON-CONTROLLING INTERESTS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retained term to operate 21st School | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration for the disposal | ' | ' | ' | 183,677 | ' | ' | ' | ' | ' | ' | ' | ' |
Non-controlling interest | 203 | 1,225 | 288,245 | ' | 285,713 | ' | ' | ' | ' | ' | ' | ' |
Difference between the consideration and the carrying amount of non controlling interest | ' | ' | ' | ' | 102,036 | ' | ' | ' | ' | ' | ' | ' |
Non-controlling interest (as a percent) | ' | ' | ' | ' | ' | ' | 5.00% | 10.00% | ' | 30.00% | 36.00% | 23.00% |
Percentage of economic interest derecognized | ' | ' | ' | ' | ' | 5.00% | ' | ' | 30.00% | ' | ' | ' |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Recurring basis | Recurring basis | Recurring basis | Recurring basis | Nonrecurring basis | Nonrecurring basis |
Total Fair Value and Carrying Value on Balance Sheet | Total Fair Value and Carrying Value on Balance Sheet | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Total Fair Value and Carrying Value on Balance Sheet | Significant Unobservable Inputs (Level 3) | ||||
CNY | CNY | CNY | CNY | CNY | CNY | ||||
FAIR VALUE MEASUREMENTS | ' | ' | ' | ' | ' | ' | ' | ' | ' |
IRCF | ' | ' | ' | 175 | 181 | 175 | 181 | ' | ' |
Property and equipment & other non-current assets | ' | ' | ' | ' | ' | ' | ' | 1,672 | 1,672 |
Intangible assets | 30,355 | 183,763 | 238,707 | ' | ' | ' | ' | 174,944 | 174,944 |
Goodwill | ' | 221,080 | 268,106 | ' | ' | ' | ' | 749,755 | 749,755 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (CNY) | 12 Months Ended | 0 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 |
Minimum | Maximum | Nonrecurring | Nonrecurring | Nonrecurring | Nonrecurring | Nonrecurring | Nonrecurring | Nonrecurring | |||
Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | |||||
Discounted cash flow | Discounted cash flow | Discounted cash flow | Relief-from-royalty method | Relief-from-royalty method | Relief-from-royalty method | ||||||
Minimum | Maximum | Minimum | Maximum | ||||||||
FAIR VALUE MEASUREMENTS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment & Other non-current assets | ' | ' | ' | ' | ' | 1,672 | ' | ' | ' | ' | ' |
Intangible assets | 221,080 | 268,106 | ' | ' | 749,755 | ' | ' | ' | 174,944 | ' | ' |
Unobservable inputs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Projection years | ' | ' | ' | ' | ' | ' | '16 years | '24 years | ' | ' | ' |
Discount rate (as a percent) | ' | ' | 16.00% | 17.00% | ' | 17.00% | ' | ' | ' | 17.00% | 22.00% |
Terminal growth rate (as a percent) | ' | 3.00% | ' | ' | ' | 3.00% | ' | ' | 3.00% | ' | ' |
Royalty rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 8.00% |
Goodwill impairment charges | 0 | 478,710 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONCENTRATIONS_Details
CONCENTRATIONS (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Prepaid and other current assets | Prepaid and other current assets | Prepaid and other current assets | Prepaid and other current assets | Other non-current assets | Other non-current assets | Other non-current assets | Other non-current assets | Other non-current assets | Other non-current assets | Other non-current assets | Consideration receivable | Consideration receivable | Consideration receivable |
Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | Credit risk | ||||
Company A | Company A | Company B | Company B | Company C | Company C | Company D | Company D | Company E | Company E | Company F | Company G | Company H | Company I | ||||
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | ||||
CONCENTRATIONS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk (as a percent) | ' | ' | ' | 21.00% | 24.00% | 15.00% | 11.00% | 65.00% | 46.00% | 17.00% | 13.00% | 11.00% | 10.00% | 27.00% | 100.00% | 58.00% | 35.00% |
Prepaid and other current assets | $39,572 | 239,556 | 317,735 | 49,800 | 75,100 | 35,000 | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other non-current assets | 30,355 | 183,763 | 238,707 | ' | ' | ' | ' | 119,864 | 109,993 | 30,900 | 30,900 | 19,559 | 22,842 | 65,609 | ' | ' | ' |
Consideration receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,800 | 110,000 | 67,066 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 03, 2013 | Jun. 03, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | 5-May-14 | 5-May-14 | Dec. 31, 2013 | 1-May-14 | 1-May-14 | 7-May-14 | 7-May-14 | 1-May-14 | 7-May-14 | 7-May-14 | 7-May-14 | Sep. 17, 2013 | 13-May-14 | 13-May-14 | 13-May-14 |
USD ($) | CNY | Class A ordinary shares | Class A ordinary shares | Short-term borrowings | Subsequent Event | SummitView | SummitView | Ambow Online | CEIHL | CEIHL | CEIHL | CEIHL | CEIHL | CEIHL | CEIHL | CEIHL | CEIHL | CEIHL | CEIHL | CEIHL | |
USD ($) | CNY | CNY | Short-term borrowings | Subsequent Event | Subsequent Event | Henan Jinlan Loan due on 30 April 2014 | USD ($) | CNY | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Baring | SummitView | IFC C Loan | IFC C Loan | IFC D Loan | IFC D Loan | |||
CNY | Class A ordinary shares | Class A ordinary shares | CNY | USD ($) | CNY | Scenario forecast | Maximum | Subsequent Event | Subsequent Event | USD ($) | Subsequent Event | Subsequent Event | Subsequent Event | ||||||||
USD ($) | CNY | CNY | USD ($) | USD ($) | CNY | USD ($) | CNY | ||||||||||||||
SUBSEQUENT EVENTS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of loan | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | $17,000 | 102,913 | $13,981 | 84,637 |
Term of debt agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '3 years | '3 years |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 3.00% | 3.00% |
Amount of loan repaid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,000 | ' | ' | ' | ' | ' | ' | ' |
Amount of loans and funds provided for restructuring plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,000 | 299,044 | 48,000 | 299,044 | ' | ' | 5,000 | 5,000 | ' | ' | ' | ' |
Economic interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' |
Voting rights (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.10% | 50.10% | ' | ' | ' | ' | ' | ' | ' | ' |
Amount assigned to lenders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 31,150 | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term borrowings overdue for repayment | ' | ' | ' | ' | 78,630 | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of retained shares | ' | ' | ' | ' | ' | ' | 14,667,203 | 14,667,203 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount received for issuance and sale of shares | $10,358 | 62,706 | $10,000 | 62,706 | ' | ' | $10,000 | 60,537 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ADDITIONAL_INFORMATION_CONDENS2
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Details) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | USD ($) | CNY | USD ($) | CNY | CNY | CNY | Parent Company | Parent Company | Parent Company | Parent Company | Parent Company | Parent Company |
USD ($) | CNY | USD ($) | CNY | CNY | CNY | |||||||
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries | ' | 1,340,481 | ' | 1,363,618 | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 29,287 | 177,295 | 29,423 | 178,121 | 320,895 | 639,811 | 33 | 202 | 2,584 | 15,644 | 6,641 | 194,376 |
Amounts due from related parties | ' | ' | ' | 500 | ' | ' | 82,335 | 498,432 | ' | 708,113 | ' | ' |
Prepaid expenses and other current assets | 39,572 | 239,556 | ' | 317,735 | ' | ' | 11,267 | 68,205 | ' | 3,148 | ' | ' |
Total current assets | 111,526 | 675,144 | ' | 1,680,980 | ' | ' | 93,635 | 566,839 | ' | 726,905 | ' | ' |
Non-current assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets, net | ' | 221,080 | ' | 268,106 | ' | ' | 47 | 284 | ' | 443 | ' | ' |
Investment in subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | 556,707 | ' | ' |
Total non-current assets | 211,154 | 1,278,265 | ' | 1,499,378 | ' | ' | 47 | 284 | ' | 557,150 | ' | ' |
Total assets | 322,680 | 1,953,409 | ' | 3,180,358 | ' | ' | 93,682 | 567,123 | ' | 1,284,055 | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible loan | 16,999 | 102,905 | ' | 121,156 | ' | ' | 16,999 | 102,905 | ' | 121,156 | ' | ' |
Deferred revenue | 88,362 | 534,917 | ' | 490,103 | ' | ' | 383 | 2,317 | ' | 3,896 | ' | ' |
Amounts due to related parties | 1,988 | 12,035 | ' | 4,211 | ' | ' | 938 | 5,678 | ' | 6,439 | ' | ' |
Accrued and other liabilities | 68,688 | 415,810 | ' | 400,361 | ' | ' | 9,866 | 59,725 | ' | 56,854 | ' | ' |
Total current liabilities | 239,843 | 1,451,936 | ' | 1,699,899 | ' | ' | 28,186 | 170,625 | ' | 188,345 | ' | ' |
Total liabilities | 256,981 | 1,555,686 | ' | 1,796,403 | ' | ' | 28,186 | 170,625 | ' | 188,345 | ' | ' |
SHAREHOLDERS' EQUITY | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ordinary shares (US$0.0001 par value; 1,200,000,000 and 1,200,000,000 shares authorized, 145,975,484 and 176,776,612 shares issued and outstanding as of December 31, 2012 and 2013, respectively) | 20 | 122 | ' | 103 | ' | ' | 20 | 122 | ' | 103 | ' | ' |
Additional paid-in capital | 447,102 | 2,706,621 | ' | 2,500,273 | ' | ' | 447,102 | 2,706,621 | ' | 2,500,273 | ' | ' |
Retained earnings | -392,339 | -2,375,099 | ' | -1,503,956 | ' | ' | -379,003 | -2,294,368 | ' | -1,387,550 | ' | ' |
Accumulated other comprehensive income | -2,623 | -15,877 | ' | -17,116 | ' | ' | -2,623 | -15,877 | ' | -17,116 | ' | ' |
Total Ambow Education Holding Ltd.'s equity | 65,496 | 396,498 | ' | 1,095,710 | ' | ' | 65,496 | 396,498 | ' | 1,095,710 | ' | ' |
Total liabilities and equity | $322,680 | 1,953,409 | ' | 3,180,358 | ' | ' | $93,682 | 567,123 | ' | 1,284,055 | ' | ' |
ADDITIONAL_INFORMATION_CONDENS3
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | ' | ' |
Ordinary shares, par value (in dollars per share) | $0.00 | $0.00 |
Ordinary shares, shares authorized | 1,200,000,000 | 1,200,000,000 |
Ordinary shares, shares issued | 176,776,612 | 145,975,484 |
Ordinary shares, shares outstanding | 176,776,612 | 145,975,484 |
Parent Company | ' | ' |
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | ' | ' |
Ordinary shares, par value (in dollars per share) | $0.00 | $0.00 |
Ordinary shares, shares authorized | 1,200,000,000 | 1,200,000,000 |
Ordinary shares, shares issued | 145,975,484 | 144,481,064 |
Ordinary shares, shares outstanding | 145,975,484 | 144,481,064 |
ADDITIONAL_INFORMATION_CONDENS4
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Details 3) | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | Parent Company | Parent Company | Parent Company | Parent Company | |
USD ($) | CNY | CNY | CNY | |||||
NET REVENUES | ' | ' | ' | ' | ' | ' | ' | ' |
- Educational program and services | $188,395 | 1,140,487 | 1,210,591 | 1,130,269 | ' | ' | ' | 1,008 |
Software products | ' | 0 | 66,886 | 366,600 | ' | ' | 190 | 192 |
Total net revenues | 188,395 | 1,140,487 | 1,277,477 | 1,496,869 | ' | ' | 190 | 1,200 |
Cost of revenues | ' | ' | ' | ' | ' | ' | ' | ' |
- Educational program and services | -122,675 | -742,637 | -793,129 | -571,953 | ' | ' | ' | -16,822 |
- Software products | ' | ' | -12,177 | -49,223 | ' | ' | -951 | ' |
Total cost of revenues | -122,675 | -742,637 | -805,306 | -621,176 | ' | ' | -951 | -16,822 |
GROSS PROFIT | 65,720 | 397,850 | 472,171 | 875,693 | ' | ' | -761 | -15,622 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' |
Selling and marketing | -61,830 | -374,301 | -594,456 | -351,592 | -451 | -2,733 | -6,941 | -7,286 |
General and administrative | -91,761 | -555,494 | -698,977 | -266,101 | -9,491 | -57,453 | -110,893 | -38,335 |
Research and development | -3,229 | -19,545 | -31,842 | -39,541 | -123 | -742 | -872 | -842 |
Total operating expenses | -170,736 | -1,033,586 | -2,131,921 | -657,234 | -10,065 | -60,928 | -118,706 | -46,463 |
OPERATING INCOME (LOSS) | -105,016 | -635,736 | -1,659,750 | 218,459 | -10,065 | -60,928 | -119,467 | -62,085 |
Share of income from subsidiaries | ' | ' | ' | ' | -137,745 | -833,867 | -1,498,091 | 83,356 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expenses, net | -2,333 | -14,126 | -9,857 | -15,854 | -1,385 | -8,386 | -2,496 | -976 |
Foreign exchange losses, net | -18 | -109 | -1,229 | -5,343 | ' | ' | -136 | ' |
Other income/(expenses) | -2,230 | -13,500 | 1,581 | 1,078 | -601 | -3,637 | -976 | 896 |
Income tax | 4,868 | 29,471 | 52,628 | -37,239 | ' | ' | ' | -6 |
NET INCOME (LOSS) ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD. | ($149,796) | -906,818 | -1,621,166 | 21,185 | ($149,796) | -906,818 | -1,621,166 | 21,185 |
ADDITIONAL_INFORMATION_CONDENS5
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Details 4) | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
USD ($) | CNY | CNY | CNY | Parent Company | Parent Company | Parent Company | Parent Company | |
USD ($) | CNY | CNY | CNY | |||||
Statements of Cash Flows | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from operating activities | ($26,520) | -160,544 | -32,004 | 296,705 | ($9,881) | -59,818 | -112,041 | -180,407 |
Cash flows from financing activities | 13,691 | 82,885 | 76,838 | -46,216 | 7,343 | 44,455 | 121,157 | ' |
Proceeds from issuance of exercise of options | ' | ' | 7,752 | 2,684 | ' | ' | 1 | 2,684 |
Effects of exchange rate changes on cash and cash equivalents | -18 | -109 | -7,559 | -15,450 | -13 | -79 | -114 | -10,012 |
Net change in cash and cash equivalents | -136 | -826 | -142,774 | -318,916 | -2,551 | -15,442 | 9,003 | -187,735 |
Cash and cash equivalents at beginning of year | 29,423 | 178,121 | 320,895 | 639,811 | 2,584 | 15,644 | 6,641 | 194,376 |
Cash and cash equivalents at end of year | 29,287 | 177,295 | 178,121 | 320,895 | 33 | 202 | 15,644 | 6,641 |
Supplemental disclosure of non-cash investing and financing activities | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of share options upon warrants | ' | ' | ' | 1,219 | ' | ' | ' | 1,219 |