Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Entity Information | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2023 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-34824 |
Entity Registrant Name | Ambow Education Holding Ltd. |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 19925 Stevens Creek Blvd |
Entity Address, City or Town | Cupertino |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95014 |
Entity Address, Country | US |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001494558 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
ICFR Auditor Attestation Flag | false |
Auditor Name | Marcum Asia CPAs LLP |
Auditor Firm ID | 5395 |
Auditor Location | New York, NY |
Business Contact | |
Document Entity Information | |
Entity Address, Address Line One | 19925 Stevens Creek Blvd |
Entity Address, City or Town | Cupertino |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95014 |
Entity Address, Country | US |
City Area Code | 628 |
Contact Personnel Name | Dr. Jin Huang |
Contact Personnel Email Address | Linlin.Duan@ambow.com |
Local Phone Number | 888-4587 |
Class A Ordinary Shares | |
Document Entity Information | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.003 per share* |
No Trading Symbol Flag | true |
Security Exchange Name | NYSEAMER |
Entity Common Stock, Shares Outstanding | 52,419,109 |
Class C Ordinary Shares | |
Document Entity Information | |
Entity Common Stock, Shares Outstanding | 4,708,415 |
American Depositary Shares | |
Document Entity Information | |
Title of 12(b) Security | American depositary shares (one American depositary share representing twenty Class A Ordinary Shares, par value $0.003 per share) ** |
Trading Symbol | AMBO |
Security Exchange Name | NYSEAMER |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 4,834 | $ 3,308 |
Restricted cash | 5,221 | 4,362 |
Accounts receivable, net | 2,280 | 1,983 |
Prepaid and other current assets | 178 | 6,171 |
Total current assets | 12,513 | 15,824 |
Non-current assets: | ||
Property and equipment, net | 6 | 276 |
Intangible assets, net | 522 | 537 |
Other non-current assets, net | 2,629 | 1,970 |
Operating lease right-of-use asset | 4,896 | 6,909 |
Total non-current assets | 8,053 | 9,692 |
Total assets | 20,566 | 25,516 |
Current liabilities: | ||
Short-term borrowings | 3,939 | 3,029 |
Accounts payable | 1,386 | 2,393 |
Accrued and other liabilities | 1,468 | 3,737 |
Income taxes payable, current | 510 | 528 |
Operating lease liability, current | 2,486 | 2,218 |
Total current liabilities | 9,789 | 11,905 |
Non-current liabilities: | ||
Operating lease liability, non-current | 4,349 | 5,744 |
Total non-current liabilities | 4,349 | 5,744 |
Total liabilities | 14,138 | 17,649 |
Commitments and contingencies | ||
EQUITY | ||
Preferred shares ($0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2022 and 2023) | ||
Additional paid-in capital | 517,031 | 515,182 |
Accumulated deficit | (510,634) | (507,459) |
Accumulated other comprehensive income | (128) | |
Total equity | 6,428 | 7,867 |
Total liabilities and equity | 20,566 | 25,516 |
Class A Ordinary Shares | ||
EQUITY | ||
Ordinary shares | 146 | 131 |
Class C Ordinary Shares | ||
EQUITY | ||
Ordinary shares | $ 13 | $ 13 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred shares, par value (in dollars per share) | $ 0.003 | $ 0.003 |
Preferred shares, shares authorized | 1,666,667 | 1,666,667 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.003 | $ 0.003 |
Ordinary shares, shares authorized | 66,666,667 | 66,666,667 |
Ordinary shares, shares issued | 52,419,109 | 47,419,109 |
Ordinary shares, shares outstanding | 52,419,109 | 47,419,109 |
Class C Ordinary Shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.003 | $ 0.003 |
Ordinary shares, shares authorized | 8,333,333 | 8,333,333 |
Ordinary shares, shares issued | 4,708,415 | 4,708,415 |
Ordinary shares, shares outstanding | 4,708,415 | 4,708,415 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
NET REVENUES | |||
NET REVENUES - Educational programs and services | $ 9,163 | $ 14,840 | $ 17,816 |
COST OF REVENUES | |||
COST OF REVENUES - Educational programs and services | (6,669) | (14,556) | (15,393) |
GROSS PROFIT | 2,494 | 284 | 2,423 |
OPERATING EXPENSES | |||
Selling and marketing | (1,051) | (1,487) | (3,133) |
General and administrative | (5,264) | (7,628) | (7,922) |
Research and development | (484) | ||
Impairment loss | (657) | ||
Total operating expenses | (6,799) | (9,772) | (11,055) |
OPERATING LOSS | (4,305) | (9,488) | (8,632) |
OTHER INCOME (EXPENSE) | |||
Interest income (expenses), net | (57) | (101) | 238 |
Other (expenses) income, net | (199) | 500 | (260) |
Gain on forgiven PPP loan | 1,460 | ||
Loss on disposal of subsidiaries | (163) | ||
Gain on disposal of assets | 1,400 | ||
Total other income, net | 1,144 | 236 | 1,438 |
LOSS BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | (3,161) | (9,252) | (7,194) |
Income tax benefit (expenses) | (14) | 505 | |
LOSS FROM CONTINUING OPERATIONS | (3,175) | (9,252) | (6,689) |
Income (Loss) from and on sale of discontinued operations, net of income tax | (5,056) | 7,002 | |
NET INCOME (LOSS) | (3,175) | (14,308) | 313 |
Less: Net loss attributable to noncontrolling interests from discontinued operations | (235) | (157) | |
NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM CONTINUING OPERATIONS | (3,175) | (9,252) | (6,689) |
NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM DISCONTINUED OPERATIONS | (4,821) | 7,159 | |
NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | (3,175) | (14,073) | 470 |
OTHER COMPREHENSIVE LOSS, NET OF TAX | |||
Foreign translation adjustments | (339) | (112) | |
Unrealized loss on short term investments | (16) | ||
Other comprehensive loss | (339) | (128) | |
TOTAL COMPREHENSIVE INCOME (LOSS) | $ (3,175) | $ (14,647) | $ 185 |
Net loss from continuing operations per share - basic | $ (0.06) | $ (0.19) | $ (0.14) |
Net loss from continuing operations per share - diluted | $ (0.06) | (0.19) | (0.14) |
Net loss from discontinued operations per share-basic | (0.10) | 0.15 | |
Net loss from discontinued operations per share-diluted | $ (0.10) | $ 0.15 | |
Weighted average shares used in calculating basic net income (loss) per share | 56,333,003 | 49,458,266 | 46,654,853 |
Weighted average shares used in calculating diluted net income (loss) per share | 56,333,003 | 49,458,266 | 46,654,853 |
General and administrative | |||
Share-based compensation expense from continuing operations included in: | |||
Share-based compensation expenses | $ 1,083 | $ 139 | |
American Depositary Shares | |||
OTHER COMPREHENSIVE LOSS, NET OF TAX | |||
Net loss from continuing operations per share - basic | $ (1.20) | $ (3.80) | $ (2.80) |
Net loss from continuing operations per share - diluted | $ (1.20) | (3.80) | (2.80) |
Net loss from discontinued operations per share-basic | (2) | 3 | |
Net loss from discontinued operations per share-diluted | $ (2) | $ 3 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Class A Ordinary Shares Ordinary shares | Class C Ordinary Shares Ordinary shares | Additional paid-in capital | Statutory reserves | Accumulated deficit | Accumulated other comprehensive income | Non- controlling Interest | Total |
Balance at Dec. 31, 2020 | $ 115 | $ 13 | $ 513,976 | $ 615 | $ (495,769) | $ 1,765 | $ (315) | $ 20,400 |
Balance (in shares) at Dec. 31, 2020 | 41,923,276 | 4,708,415 | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Share-based compensation | 139 | 139 | ||||||
Issuance of ordinary shares for restricted stock award | $ 0 | 0 | ||||||
Issuance of ordinary shares for restricted stock award (in shares) | 50,000 | |||||||
Impact on changing the reporting currency | (112) | (112) | ||||||
Unrealized gain on investment, net of income taxes | (16) | (16) | ||||||
Deregistration of subsidiaries | (59) | 59 | 526 | 526 | ||||
Capital injection from minority shareholders | 16 | 16 | ||||||
Net income (loss) | 470 | (157) | 313 | |||||
Balance at Dec. 31, 2021 | $ 115 | $ 13 | 514,115 | 556 | (495,240) | 1,637 | 70 | 21,266 |
Balance (in shares) at Dec. 31, 2021 | 41,973,276 | 4,708,415 | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Share-based compensation | 1,083 | 1,083 | ||||||
Issuance of ordinary shares for restricted stock award | $ 16 | (16) | ||||||
Issuance of ordinary shares for restricted stock award (in shares) | 5,445,833 | |||||||
Impact on changing the reporting currency | 1,298 | (1,637) | (339) | |||||
Unrealized gain on investment, net of income taxes | $ (556) | 556 | (17) | (17) | ||||
Capital injection from minority shareholders | 182 | 182 | ||||||
Net income (loss) | (14,073) | $ (235) | (14,308) | |||||
Balance at Dec. 31, 2022 | $ 131 | $ 13 | 515,182 | (507,459) | 7,867 | |||
Balance (in shares) at Dec. 31, 2022 | 47,419,109 | 4,708,415 | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Issuance of ordinary shares in a registered direct offering | $ 15 | 1,849 | 1,864 | |||||
Issuance of ordinary shares in a registered direct offering (in shares) | 5,000,000 | |||||||
Impact on changing the reporting currency | (128) | (128) | ||||||
Net income (loss) | (3,175) | (3,175) | ||||||
Balance at Dec. 31, 2023 | $ 146 | $ 13 | $ 517,031 | $ (510,634) | $ (128) | $ 6,428 | ||
Balance (in shares) at Dec. 31, 2023 | 52,419,109 | 4,708,415 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net loss from continuing operations | $ (3,175) | $ (9,252) | $ (6,689) |
Net income (loss) from discontinued operations | (5,056) | 7,002 | |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 18 | 226 | 378 |
Amortization of operating lease right-of-use asset | 2,076 | 3,519 | 3,390 |
Lease termination and modification gain | 0 | (756) | 0 |
Share-based compensation expense | 1,083 | 139 | |
Bad debt provision | 389 | 163 | 752 |
Impairment loss | 657 | ||
Interest expense | (12) | ||
Deferred income tax benefit | (542) | ||
Loss on disposal of subsidiaries | 163 | ||
Disposal loss from property and equipment | 267 | ||
Gain from forgiven PPP loan | (1,460) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,384) | (415) | (1,627) |
Prepaid and other current assets | 5,993 | 788 | 145 |
Other non-current assets | 39 | 722 | 1,100 |
Accounts payable | (1,007) | (237) | 1,476 |
Accrued and other liabilities | (2,298) | 860 | 3,161 |
Income tax payable | (18) | (153) | |
Deferred revenue | (781) | 86 | |
Operating lease liabilities | (1,190) | (2,386) | (3,309) |
Net cash used in operating activities, continuing operations | (290) | (5,646) | (3,165) |
Net cash provided by (used in) operating activities, discontinued operations | 0 | (3,602) | 666 |
Cash flows from investing activities | |||
Proceeds from sale of property and equipment | 19 | ||
Proceeds from sale of intangible assets | 13 | ||
Net cash provided by investing activities, continuing operations | 0 | 0 | 32 |
Net cash provided by (used in) investing activities, discontinued operations | 0 | (19,491) | 16,789 |
Cash flows from financing activities | |||
Proceeds from issuance of ordinary shares and warrants to purchase ordinary shares, net off expenses | 1,864 | 16 | |
Proceeds from short-term borrowing | 2,439 | 3,014 | |
Repayments of short-term borrowing | (1,500) | ||
Funding provided to discontinued operations | (99) | ||
Net cash (used in) provided by financing activities, continuing operations | 2,803 | 3,014 | (83) |
Net cash provided by financing activities, discontinued operations | 0 | 2,040 | 999 |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (128) | (100) | (2,558) |
Net change in cash, cash equivalents and restricted cash | 2,385 | (23,785) | 12,680 |
Cash, cash equivalents and restricted cash at beginning of year | 7,670 | 31,455 | 18,775 |
Cash, cash equivalents and restricted cash at end of year | 10,055 | 7,670 | 31,455 |
Less: Cash, restricted cash and cash equivalents of discontinued operations | 29,846 | ||
Cash, cash equivalents and restricted cash at end of year from continuing operations | 10,055 | 7,670 | 1,609 |
Supplemental disclosure of cash flow information | |||
income tax paid | (27) | ||
Interest paid | (164) | (1) | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Derecognition of assets other than cash of disposed subsidiaries/deregistered subsidiaries | 62 | ||
Derecognition of liabilities of disposed subsidiaries/deregistered subsidiaries, net of recognized amount due to the disposed subsidiaries/deregistered subsidiaries | 86 | ||
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 129 | $ 1,343 | |
Receivable from sale of discontinued operations | $ 6,058 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2023 | |
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. (hereafter refer as the “Company”), its subsidiaries. The Company and its subsidiaries are hereinafter collectively referred to as the “Group”. The Company was incorporated in the Cayman Islands on June 26, 2007. On August 5, 2010, the Company and certain selling shareholders of the Company completed its initial public offering. In June 2018, the Company completed its public offering of 2,070,000 ADSs at $4.25 per ADS. On October 5, 2020, the Company completed the issuance of 1,507,538 ADSs, at a purchase price of $3.98 per ADS, in a registered direct offering. Each ADS represents two Class A ordinary shares of the Company. On November 23, 2022, the Company and its wholly owned subsidiaries, namely Ambow Education Ltd., Ambow Education Management Ltd. and Ambow Education Group Ltd. (collectively, the “Ambow China”) entered into a share purchase agreement (the “Purchase Agreement”) with Clover Wealth Limited (the “Purchaser”), a third party. Pursuant to the Purchase Agreement, the Company have agreed to sell all of the equity interests in the Ambow China to the Purchaser in consideration of the Purchaser paying $12 million in cash to the Company (the “Sale of Ambow China”). The Sale was completed on December 31, 2022. Upon completion of the Sale of Ambow China, the Company would have sold all of its assets and operations in China. The Sale of Ambow China does not affect the sale of the K-9 Business and the historical financial data related to the K-9 business are included in discontinued operations. On February 28, 2023, the Company completed the issuance of 2,500,000 ADSs (representing 5,000,000 Class A Ordinary Shares), at a purchase price of $0.80 per ADS, in a registered direct offering. b. Nature of operations The Group is a U.S.-based, AI-driven technology educational company. Its mission is to eliminate barriers between online and offline environments, languages and regions, and academia and industry. The Group is developing a new HybriU AI Digital Education Solution that transforms the educational environment, bridging the gap between traditional methods and the future of digital learning. This solution combines sophisticated software and hardware to create an AI-powered digital and hybrid classroom, designed to enhance educational delivery and engagement. Through HybriU, the Group’s dynamic will be patented open-platform technology that facilitates hybrid learning. In addition, the Group offers high-quality, individualized, and dynamic career education services and products through the operation of its for-profit colleges. c. Major subsidiaries As of December 31, 2023, the Company’s major subsidiaries include the following entities: Place of Percentage Date of incorporation of incorporation (or establishment) ownership Name or acquisition /operation % Principal activity Subsidiaries Ambow Education Inc. July 5, 2016 United States 100 % Investment Holding Ambow BSC Inc. February 14, 2017 United States 100 % Investment Holding Bay State College Inc. (Note i) November 20, 2017 United States 100 % CP&CE Programs Ambow NSAD Inc. May 8, 2019 United States 100 % Investment Holding NewSchool of Architecture and Design, LLC (“NewSchool”) March 6, 2020 United States 100 % CP&CE Programs (Note i) The Board of Trustees announced to permanently close Bay State College at the end of the 2022-2023 academic year, and this permanent close has been completed on August 31, 2023. |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 12 Months Ended |
Dec. 31, 2023 | |
LIQUIDITY AND CAPITAL RESOURCES | |
LIQUIDITY AND CAPITAL RESOURCES | 2. LIQUIDITY AND CAPITAL RESOURCES The Group’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. As of December 31, 2023, the Group’s consolidated current assets exceeded its consolidated current liabilities by $2,724. The Group’s consolidated net assets were $6,428 as of December 31, 2023. The Group’s principal sources of liquidity have been cash provided by operating activities, bank borrowings, third-party loans, and ordinary share issuances. The Group had net cash used in operating activities from continuing operations of $3,165, $5,646 and $290 for the years ended December 31, 2021, 2022 and 2023, respectively. As of December 31, 2023, the Group had $4,834 in unrestricted cash and cash equivalents. The Group’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenues and/or manage cost and operating expenses in line with revenue forecasts, the Group may not be able to achieve profitability. The Group believes that available cash and cash equivalents, cash provided by operating activities, together with cash available, should enable the Group to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued 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 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, initiating additional public offerings, obtaining credit facilities, streamlining business units, controlling rental, overhead and other operating expenses and seeking to further dispose non-cash generating units. Management cannot provide any assurance that the Group will raise additional capital if needed. Risks and Uncertainties On January 19, 2023, the New England Commission of Higher Education (“NECHE”) informed Bay State College (“BSC”) of its intention to withdraw BSC’s accreditation as of August 31, 2023. Following the rejection of Ambow’s appeal, the Board of Trustees announced to permanently close Bay State College at the end of the 2022-2023 academic year, and this permanent closer has been completed on August 31, 2023. The College provided academic, support and transitional services to students through August 31, 2023, and signed agreements with several area universities to provide program completion pathways to Bay State students, often with enhanced transfer and other opportunities. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulation of the U.S. Securities and Exchange Commission (the “SEC”). b. Foreign currency translation The Company uses US$ as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands, United States, is US$. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use US$ or their respective local currency as their functional currency, have been translated into US$. Assets and liabilities are translated 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 exchange rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of other comprehensive income or loss in the statement of comprehensive income. Foreign currency transactions denominated in currencies other than functional currency are translated into 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 gains/losses, net in the consolidated statement of comprehensive income. Historically, the Company presented its financial results in Renminbi. Starting from January 1, 2023, the Company changed its reporting currency from Renminbi to U.S. dollars since a majority of its revenues and expenses are now denominated in U.S. dollars. The Company believes the alignment of the reporting currency with the underlying operations would better illustrate its results of operations for each period. The historical results of operations and financial statements included in this report are presented based on what were presented in the previous filed Form 20-F. 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, fair value of assets and liabilities acquired in business combinations, impairment of intangible assets and other long-lived assets, income taxes and provision for doubtful accounts. 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. The consolidated financial statements include the financial statements of the Company, its subsidiaries. e. Reclassifications Certain prior year amounts were reclassified to conform with current year’s presentation. f. 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 original maturities of three months or less when initially purchased. g. Restricted cash Restricted cash includes the deposits required by department of education for contract implementation and the deposits necessary to secure lines of credit from financial institutions. h. Accounts receivable, net Accounts receivable, net mainly represent the amounts due from the students of the Group’s school in the US. i. Allowance for Credit Losses In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments - Credit Losses, the Company estimates and records an expected lifetime credit loss on accounts receivable and long-term receivable included in other non-current assets by utilizing historical write-off rates as a starting point for determining expected credit losses and has considered all available relevant information, including details about past events, current conditions, and reasonable and supportable forecasts, as well as their impact on the expected credit losses. The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts. The Company recognized a provision for expected credit losses on accounts receivable of $1,106 and $533 in 2022 and 2023, respectively, and on long-term receivable of $769 in 2023. j. Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment if any. 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 3-10 years Leasehold improvements Shorter of the remaining lease terms or estimated useful lives k. Intangible assets Intangible assets represent brand, software, trade name and accreditation. 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 (Refer to Note 8-Intangible Assets for further information): Software 2 years to 10 years Trade names Indefinite Brand Indefinite Others 1.3 years to 10 years The Group has determined that trade names and brand 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 and brand. Consequently, the carrying amounts of trade names and brand are not amortized but are tested for impairment as of September 30 every year 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 and brand with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trade names and brand exceed their fair values. The Group performed impairment testing of indefinite-lived intangible assets in accordance with ASC 350, as of September 30 every year, 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. When these events occur, the Group estimates the fair value of these trade names and brand with the Relief from Royalty method (“RFR”), which is one of the income approaches. RFR method is generally applied for assets that frequently licensed in exchange for royalty payments. As the owner of the asset is relieved from paying such royalties to a third party for using the asset, economic benefit is reflected by notional royalty savings. An impairment loss is recognized for any excess in the carrying value over the fair value of trade names and brands. l. 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 one reportable segment, which is CP& CE Programs as of December 31, 2023. m. 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. n. Revenue recognition The Group’s revenue is generated from delivering educational programs. The core principle of ASC 606 is that an entity recognizes revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the Group applies the following steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Group has one reportable segment, which is CP& CE Programs. Bay State College and NewSchool in U.S. under CP&CE Programs offer career-focused post-secondary educational services to undergraduate students in U.S. For undergraduate students, usually there are no written formal contracts between the Group and the students according to business practice. Records with students’ name, grade, tuition and fee collected are signed or confirmed by students. Academic requirements and each party’s rights are communicated with students through enrollment brochures or daily teaching and academic activities. For undergraduate students, the Group’s performance obligation is to provide acknowledged academic education within academic years, and post-secondary with Associates and Bachelor’s programs within agreed-upon periods. The transaction price is the tuition fee received and circumstances like other variable consideration, significant financing component, noncash consideration, consideration payable to a customer did not exist. As there is only one performance obligation, the transaction price is allocated to the one performance obligation. The Group satisfies performance obligation to students over time, and recognizes revenue according to school days consumed in each month of a semester. Contract Balances The transferred control of promised service to customers results in the Group’s unconditional rights and conditional consideration receivable on passage of time. The Group has no contract assets as of December 31, 2022 and 2023. The contract liabilities consist of deferred revenue, which relates to unsatisfied performance obligations at the end of each reporting period and consists of tuition received in advance from students. As of December 31, 2022 and 2023, the Group’s deferred revenue amount to $754 and $544, respectively. o. 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. p. Leases The Group accounts for its lease under ASC 842 Leases, and identifies lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. For all operating leases except for short-term leases, the Group recognizes operating right-of-use assets and operating lease liabilities. Leases with an initial term of 12 months or less are short-term lease and not recognized as right-of-use assets and lease liabilities on the consolidated balance sheet. The Group recognizes lease expense for short-term leases on a straight-line basis over the lease term. For finance lease, the Group recognizes finance lease right-of-use assets. The operating lease liabilities are recognized based on the present value of the lease payments not yet paid, discounted using the Group’s incremental borrowing rate over a similar term of the lease payments at lease commencement. Some of the Group’s lease agreements contain renewal options; however, the Group do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Group is reasonably certain of renewing the lease at inception or when a triggering event occurs. The right-of-use assets consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease When none of the criteria of finance lease are met, a lessee shall classify the lease as an operating lease. Finance lease The Group classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement: a. b. c. d. e. q. Advertising costs The Group expenses advertising costs as incurred. Total advertising expenses from continuing operations were $1,035, $27 and $20 for the years ended December 31, 2021, 2022 and 2023, respectively, and have been included as part of selling and marketing expenses. r. Fair value of financial instruments Financial instruments include cash and cash equivalents, restricted cash, accounts receivable, prepayment and other current assets, accounts payable and short-term borrowings. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. s. Net (loss) income per share Basic earnings per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing net income/(loss) 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 share equivalents consist of the ordinary shares issuable upon the vest of restricted shares. 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 share equivalents are also excluded from the calculation in loss periods, as their effects would be anti-dilutive. t. Income taxes Income taxes are provided for in accordance with the laws of the relevant taxing authorities. 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 that some portion or all of the deferred tax assets will not be realized. ASC 740-10-50-19 requires that an entity disclose its policy on classification of interest and penalties due to taxing authorities in the notes to the financial statements. In addition, ASC 740-10-50-15(c) requires that all entities disclose in the statement of operations and in the statement of financial position the total amounts of the interest and penalties related to tax positions recognized. As of December 31, 2023, the Company did Deferred tax liabilities and assets are classified as noncurrent and presented with a netted off amount in the consolidated balance sheets as of December 31, 2022 and 2023, respectively. u. Uncertain tax positions The Group adopted the guidance on accounting for uncertainty in income taxes under ASC 740, 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. The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2023, the Company did not have any unrecognized uncertain tax positions and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. For the years ended December 31, 2023, the Company did not incur any interest and penalties related to potential underpaid income tax expenses. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. v. 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 of unrealized gain or loss on short term investments and foreign currency translation adjustments. w. Share-based compensation The Group grants restricted stock to its employees and directors. 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. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. x. 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. y. Recently issued accounting standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements. Recently issued ASUs by the FASB, except for the one mentioned above, have no material impact on the Group’s consolidated results of operations or financial position. |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2023 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. Years ended December 31, 2022 2023 Cash and cash equivalents $ 3,308 $ 4,834 Restricted cash (Note i) 4,362 5,221 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 7,670 $ 10,055 (Note i) Restricted cash required by department of education and the deposits necessary to secure lines of credit from financial institutions. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2023 | |
ACCOUNTS RECEIVABLE, NET | |
ACCOUNTS RECEIVABLE, NET | 5. ACCOUNTS RECEIVABLE, NET Accounts receivable consisted of the following: As of December 31, 2022 2023 Accounts receivable $ 3,089 $ 2,813 Less: Allowance for credit losses (1,106) (533) Accounts receivable, net $ 1,983 $ 2,280 Allowance for credit losses: As of December 31, 2022 2023 Balance at beginning of year $ (1,086) $ (1,106) Addition (235) (389) Written off 215 193 Reclassification allowance to the other non-current assets (Note i) — 769 Balance at end of year $ (1,106) $ (533) (Note i) The balance reflects the reclassification of BSC’s provision to non-current assets. Refer to the Note 9-Other non-current assets, net |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
PREPAID AND OTHER CURRENT ASSETS. | |
PREPAID AND OTHER CURRENT ASSETS | 6. PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following: As of December 31, 2022 2023 Receivables for disposal of Ambow China (Note i) $ 6,058 $ — Prepayments to suppliers 104 127 Prepaid for HybriU development — 29 Loans to third parties 6 6 Others (Note ii) 3 16 Total $ 6,171 $ 178 (Note i) The remaining balance from the disposal of Ambow China has been received as of December 31, 2023. (Note ii) Others mainly included prepaid education supplies, prepaid outsourcing service fee, and other miscellaneous items. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 7. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: As of December 31, 2022 2023 Motor vehicles $ 2 $ 2 Office and computer equipment 829 199 Leasehold improvements 31 24 Sub-total 862 225 Less: accumulated depreciation (586) (219) Total $ 276 $ 6 For the years ended December 31, 2021, 2022 and 2023, depreciation expenses from continuing operations were $231 and $206, $3, respectively, which were recorded in cost of revenues, selling and marketing expenses, general and administrative expenses and research and development expenses. The Group performed impairment test on the property and equipment, and there is no impairment loss from continuing operations for the years ended December 31, 2021, 2022 and 2023, respectively. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
INTANGIBLE ASSETS, NET | |
INTANGIBLE ASSETS, NET | 8. INTANGIBLE ASSETS, NET Intangible assets consisted of the following: As of December 31, 2022 2023 Gross carrying amount Trade names $ 460 $ 460 Software 276 276 Accreditation 100 100 836 836 Less: accumulated amortization Trade names — — Software (276) (276) Accreditation (23) (38) (299) (314) Intangible assets, net Trade names 460 460 Software — — Accreditation 77 62 $ 537 $ 522 For the years ended December 31, 2021, 2022 and 2023, the Group performed impairment test on the trade name and brand and recognized impairment loss from continuing operations of nil, $657 and nil on brand, respectively. Amortization expenses for intangible assets from continuing operations amounted to $123, $5 and $15 for the years ended December 31, 2021, 2022 and 2023, respectively. Based on the current amount of intangible assets subject to amortization, the estimated amortization expenses for each of the future annual periods are as follows: Amount 2024 $ 10 2025 10 2026 10 2027 10 2028 10 Thereafter 12 Total $ 62 |
OTHER NON-CURRENT ASSETS, NET
OTHER NON-CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
OTHER NON-CURRENT ASSETS, NET | |
OTHER NON-CURRENT ASSETS, NET | 9. OTHER NON-CURRENT ASSETS, NET Other non-current assets consisted of the following: As of December 31, 2022 2023 Long-term restricted cash (Note i) $ 1,731 $ 1,714 Long-term receivable (Note ii) — 1,467 Long-term lease deposits 195 194 Others 44 23 Sub-total $ 1,970 $ 3,398 Less: allowance for credit losses (Note ii) — (769) Total $ 1,970 $ 2,629 (Note i) It includes cash in collateral bank accounts for the issuance of letters of credit in U.S. (Note ii) Long-term receivable related to BSC and expected to be collected more than twelve months. |
SHORT-TERM BORROWINGS
SHORT-TERM BORROWINGS | 12 Months Ended |
Dec. 31, 2023 | |
SHORT-TERM BORROWINGS | |
SHORT-TERM BORROWINGS | 10. SHORT-TERM BORROWINGS The following table sets forth the loan agreement of short-term borrowing from bank: Amount Annual Repayment Date Borrower Lender ($) Interest Rate Due Date January 6, 2023 Ambow Education Inc. EAST WEST BANK 2,439 2.50 % January 6, 2024 October 11, 2022 Ambow Education Inc. Cathy Bank 1,500 6.29 % October 11, 2024 In October 2022 and January 2023, the Group pledged its restricted cash amount of $3,939 to obtain a line of credit in $3,939 from Cathy Bank and EAST WEST BANK, respectively. Refer to the Note 4-Cash, Cash Equivalents and Restricted Cash. On January 6, 2023, the Group received a loan from EAST WEST BANK in the amount of $2,439 with a maturity date of January 6, 2024, and bearing interest at 2.50% per annum. The loan has been fully repaid at maturity on January 8, 2024. On October 11, 2022, the Group received a loan from Cathy Bank in the amount of $1,500 with a maturity date on October 11, 2023. On November 6, 2023, the Group renewed the loan from Cathy Bank with a maturity date on October 11, 2024 and bearing interest at 6.29% per annum. The pledge shall be terminated once all borrowings were repaid and pledge cancellation registration procedures were completed. |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
ACCRUED AND OTHER LIABILITIES | |
ACCRUED AND OTHER LIABILITIES | 11. ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following: As of December 31, 2022 2023 Accrued payroll and welfare $ 866 $ 635 Payable for purchase of services (Note i) 391 — Receipt in advance 10 — Amounts due to students (Note ii) 837 268 Deferred revenue (Note iii) 754 544 Loan from a third party (Note iv) 707 — Others 172 21 Total $ 3,737 $ 1,468 (Note i) The balance represented accrued payable for purchase of services, no such item for current year. (Note ii) The balance represented refund to students and HEERF Grant to student received on behalf of students. (Note iii) The balance represented the tuition payment collected in advance. (Note iv) Sundry Management, LLC offered an interest-free loan with a one-year term, which was repaid in full on January 27, 2023. |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2023 | |
ORDINARY SHARES | |
ORDINARY SHARES | 12. ORDINARY SHARES The addition of ordinary shares during the year ended December 31, 2022 came from the vest of restricted shares and the grant of restricted shares to consultant and senior management. The addition of ordinary shares during the year ended December 31, 2023 came from a registered direct offering in February 28, 2023. On February 28, 2023, the Company completed the issuance of 2,500,000 ADSs (representing 5,000,000 Class A Ordinary Shares of the Company) at a purchase price of $0.80 per ADS and an accompanying warrant to purchase of 1,000,000 ADSs (representing 2,000,000 Class A Ordinary Shares of the Company) at a purchase price of $0.80 per ADS, in a private placement. The net proceeds from the private placement, after deducting the offering expenses, totaled $1,849, of which $1,449 was allocated to the ordinary shares and $400 to the warrants, respectively. The Company classified the warrant in each of the aforementioned issuances on its consolidated balance sheets as equity, and valued the respective warrant issued in conjunction with private placements using the Black-Scholes model based on the following weighted average assumptions: Risk-free interest rate 4.51 % Expected volatility 120.13 % Expected term 3 years Expected dividend yield — Exercise price $ 0.40 Market value of common stock $ 0.31 |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
SHARE BASED COMPENSATION | |
SHARE BASED COMPENSATION | 13. SHARE BASED COMPENSATION Amended and Restated 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 and terminated automatically 10 years after its adoption. On December 21, 2018, the Group amended and restated the 2010 Plan, or the “Amended and Restated 2010 Plan”, which became effective upon the approval from the Board of Directors and shareholders. The plan will continue in effect for 10 years from the date adopted by the Board, unless terminated earlier under section 18 of the plan. Share options Management of the Group is responsible for determining the fair value of options granted and have considered a number of factors when making this determination, including valuations. The Group has not granted options during the years of 2021, 2022 and 2023. As of December 31, 2022 and 2023, all share options were vested and previously expensed. Restricted stock awards On November 22, 2018, the Board of Directors approved to grant 200,000 shares of the restricted stock to senior employees of the Group. Twenty-five percent of the awards vested on the one-year anniversary of the vesting commence date, and the remainder shall vest in equal and continuous monthly installments over the following thirty-six months thereafter, subject to participant’s continuing service of the Group through each vesting date. In 2021, 2022 and 2023, 50,000, 45,833 and nil shares of restricted stock were vested respectively. On May 27, 2022, the Board of Directors approved to grant 200,000 fully vested Class A ordinary shares of the restricted stock to a consultant as consideration for its service rendered. On June 30, 2022, the Board of Directors approved to grant 5,200,000 fully vested Class A ordinary shares of the restricted stock to senior employees of the Group for their services rendered in the past years. A summary of the restricted stock awards as of December 31, 2022 and 2023 is as follows: Weighted Average Grant-date fair Remaining Shares value Contractual Term Unvested at January 1, 2022 65,768 2.83 0.62 Granted 5,400,000 — — Vested 5,445,833 0.02 — Forfeited or expired — — — Unvested at end of year — — — Shares vested but not issued at December 31, 2022 19,935 3.13 — Unvested at January 1, 2023 — — — Granted — — — Vested — — — Forfeited or expired — — — Unvested at end of year — — — Shares vested but not issued at December 31, 2023 19,935 3.13 — The Group recorded share-based compensation expenses from continuing operations of $139, $1,083 and nil in general and administrative expense for the restricted stock awards for the years ended December 31, 2021, 2022 and 2023, respectively, and the unrecognized share-based compensation expenses was nil as of December 31, 2022 and 2023. |
TAXATION
TAXATION | 12 Months Ended |
Dec. 31, 2023 | |
TAXATION | |
TAXATION | 14. TAXATION a. 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. US Significant components of the provision for income taxes on earnings for the years ended December 31, 2021, 2022 and 2023 from continuing operations are as follows: Years ended December 31, 2021 2022 2023 Current: $ 37 — $ 14 Deferred: (542) — — Income tax benefits (expense) $ (505) — $ 14 The principal components of the Group’s deferred tax assets and liabilities were as follows: As of December 31, 2022 2023 Deferred tax asset: Accrued expense $ 109 $ 1 Allowance for doubtful accounts 309 346 Depreciation 85 84 Lease Liability 2,228 2,095 Tax loss carried forward 5,977 6,661 Research and development capitalization — 91 Tax Credits — 59 Total deferred tax assets 8,708 9,337 Valuation allowance (6,579) (7,794) Deferred tax assets, net of valuation allowance $ 2,129 $ 1,543 Deferred tax liabilities: - Unrealized gain on acquisition/disposal 196 173 - Right-of-use assets 1,933 1,370 Total deferred tax liabilities $ 2,129 $ 1,543 Deferred tax assets, net of valuation allowance and deferred tax liabilities — — The following represents the amounts and expiration dates of operating loss carried forwards for tax purpose: Amount 2024 — 2025 — 2026 — 2027 — 2028 and thereafter $ 41,777 Total $ 41,777 For entities incorporated in U.S., federal net loss generated before 2018 of $122 can be carried forward for 20 years and will begin to expire in 2037. Federal net loss generated in 2018 and onward of $23,736 can be carried forward indefinitely. State net loss of $17,919 can be carried forward for 20 years and will begin to expire in 2037. The Company is subject to income tax in the U.S. federal jurisdiction. The Company has not been audited by the U.S. Internal Revenue Service in connection with income taxes. The Company’s tax years beginning with the year ended December 31, 2016, through December 31, 2022, generally remain open to examination by the Internal Revenue Service until its net operating loss carry-forwards are utilized and the applicable statutes of limitation have expired. The Group had no unrecognized tax benefits as of December 31, 2022 and 2023, respectively. The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the net operating loss and temporary difference can be utilized. As of December 31, 2023, the deferred tax assets were offset with a full valuation allowance as the Company does not expect to realize its deferred taxes in the near future. The following represents a roll-forward of the valuation allowance for each of the years: As of December 31, 2022 2023 Balance at beginning of the year $ 4,139 $ 6,579 Allowance made during the year 2,440 1,215 Reversals — — NOL expire — — Balance at end of the year $ 6,579 $ 7,794 Reconciliation between total income tax expense and the amount computed by applying the US statutory income tax rate to income before income taxes is as follows: Years ended December 31, 2021 2022 2023 % % % Weighted average statutory income tax rate (21) % (21) % (21) % States taxes, net of federal benefit (2) % (5) % (7) % Tax effect of non-deductible expenses (7) % (4) % — % Tax effect of tax-exempt entities — % 4 % 2 % Prior year true up — % — % (5) % Changes in valuation allowance 23 % 26 % 31 % Effective tax rate (7) % — % — % Income /(loss) before income taxes from continuing operations is attributable to the following geographic locations for the years ended December 31: Year ended December 31, 2021 2022 2023 United States $ (6,737) $ (7,305) $ (2,843) Foreign (457) (1,947) (318) Total loss before income taxes $ (7,194) $ (9,252) $ (3,161) |
NET LOSS_INCOME PER SHARE
NET LOSS/INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
NET LOSS/INCOME PER SHARE | |
NET LOSS/INCOME PER SHARE | 15. NET LOSS/INCOME 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, 2021 2022 2023 Numerator: Numerator for basic and diluted loss per share from continuing operations $ (6,689) $ (9,252) $ (3,175) Numerator for basic and diluted income (loss) per share from discontinued operations 7,002 (5,056) — Denominator: Denominator for basic (loss) income per share weighted average ordinary shares outstanding 46,654,853 49,458,266 56,333,003 Denominator for diluted (loss) income per share weighted average ordinary shares outstanding 46,654,853 49,458,266 56,333,003 Basic and Diluted loss per share from continuing operations $ (0.14) $ (0.19) $ (0.06) Basic and Diluted income (loss) per share from discontinued operations $ 0.15 $ (0.10) — Basic and Diluted loss per ADS from continuing operations (Note i) $ (2.80) $ (3.80) $ (1.20) Basic and Diluted income (loss) per ADS from discontinued operations $ 3.00 $ (2.00) — (Note i) In February, 2024, the Company changed the ratio of its American depositary shares (“ADSs”) to its Class A ordinary shares from one (1) ADS, representing two (2) Class A ordinary shares, to one (1) ADS representing twenty (20) Class A ordinary shares. Basic (loss) income per ADS is computed using the weighted average number of the ordinary shares outstanding during the year. Diluted income (loss) per ADS is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the year. Nil share was included in the calculation of diluted income per share for the year of 2021, 2022 and 2023. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
LEASES | 16. LEASES The Group has operating leases for classrooms, dormitories, and corporate offices. The components of lease expense from continuing operations were as follows: Years ended December 31, 2022 2023 Operating lease expense $ 4,314 $ 2,348 Supplemental cash flow information related to leases from continuing operations was as follows: Years ended December 31, 2022 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,363 $ 1,451 Supplemental balance sheet information related to leases was as follows: Years ended December 31, 2022 2023 Weighted-average Remaining Lease Term Operating leases 3.16 Years 2.20 Years Weighted-average Discount Rate — — Operating leases 4.25 % 4.25 % The Group’s lease agreements do not have a discount rate that is readily determinable. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Group would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The weighted-average discount rate was calculated using the discount rate for the lease that was used to calculate the lease liability balance for each lease and the remaining balance of the lease payments for each lease as of December 31, 2023. The Group performed impairment test on the operating lease right-of-use assets and recognized impairment loss from continuing operations in nil for the year ended December 31, 2021, 2022 and 2023. The weighted-average remaining lease terms were calculated using the remaining lease term and the lease liability balance for each lease as of December 31, 2023. As of December 31, 2023, maturities of lease liabilities were as follows: Amount 2024 $ 4,176 2025 2,415 2026 465 2027 31 2028 8 Thereafter — Total lease payments 7,095 Less: interest (260) Total 6,835 Less: current portion (2,486) Non-current portion $ 4,349 As of December 31, 2023, the Group had no material operating or finance leases that had not yet commenced. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
CONTINGENCIES | |
CONTINGENCIES | 17. CONTINGENCIES As of December 31, 2023, there are no claims, lawsuits, investigations and proceedings, including un-asserted claims that are probable to be assessed, that have in the recent past had, or to the Group’s knowledge, are reasonably possible to have, a material change on the Group’s financial position results of operations or cash flow. From time to time, the Group is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Group cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Group’s consolidated financial condition or cash flows; however, an unfavorable outcome could have a material adverse effect on the Group’s results of operations. |
GAIN ON DISPOSAL OF ASSESTS
GAIN ON DISPOSAL OF ASSESTS | 12 Months Ended |
Dec. 31, 2023 | |
GAIN ON DISPOSAL OF ASSESTS | |
GAIN ON DISPOSAL OF ASSESTS | 18. GAIN ON DISPOSAL OF ASSESTS In December 2023, the Group recognized a gain on the disposal of assets from the BSC curriculum in $1,400. The assets have been transferred to the buyer, and the payment has been received as of December 31, 2023. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 19. 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 The following table presents the quantitative information about the Group’s Level 3 fair value measurements of intangible assets for to the impairment test in 2022 and 2023, which utilize significant unobservable internally-developed inputs: Valuation Range of discount Fair value techniques Unobservable inputs rates Intangible assets in 2022 $ 1,060 Relief-from-royalty method Royalty rate 1%‑6 % Discount rate 13%‑15 % Terminal growth rate 3 % Intangible assets in 2023 $ 537 Relief-from-royalty method Royalty rate 1%‑6 % Discount rate 13%‑14 % Terminal growth rate 3 % |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2023 | |
CONCENTRATIONS | |
CONCENTRATIONS | 20. CONCENTRATIONS Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, other receivable and other non-current assets. The Group places its cash and cash equivalents and term deposits with financial institutions with high-credit ratings in the U.S. and PRC. 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. The Group evaluates its concentrations of the continuing operations are as follows: No single customer represented 10% or more of the Group’s total revenues for the years ended December 31, 2021, 2022 and 2023. No single supplier represented 10% or more of the Group’s total costs of sales for the years ended December 31, 2021, 2022 and 2023. No single debtor accounted for 10% or more of the Group’s consolidated accounts receivable and other non-current assets as of December 31, 2022 and 2023. The debtors who accounted for 10% or more of the Group’s consolidated prepaid and other current assets as follows: As of December 31, 2022 2023 Debtors % % Prepaid and other current assets Purchaser $ 6,058 98 % — % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 21. SUBSEQUENT EVENTS The Group has evaluated subsequent events to the balance sheet date of December 31, 2023 through April 25, 2024, the date of issuance of the consolidated financial statements, there were no other subsequent events occurred that would require recognition or disclosure in the Group’s consolidated financial statements except for the below. Bay State College engaged in a purchase and sale agreement (the “Purchase Agreement”) with PRP Consulting Group P.C. (the “Purchaser”), a third party. Under the terms of the Purchase Agreement, Bay State College agreed to transfer all Account Receivable Portfolio to the Purchaser in exchange for a cash payment of $700. The transaction was finalized on January 4, 2024. The Company’s ADSs (each representing twenty Class A Ordinary Shares) currently trade in the NYSE American under the symbol “AMBO.” Prior to February 20, 2024, one ADS represented two Class A ordinary share. On February 20, 2024, the Company effected a change of the ADS to Class A ordinary share ratio from one ADS representing two Class A ordinary shares to one ADS representing twenty Class A ordinary shares. The ratio change has the same effect as a 1 On March 6, 2024, the company appointed Mr. Norm Allgood as fractional Head of HybriU to lead the dissemination and implementation of HybriU, Ambow’s AI-driven hybrid learning solution for education and workforce training. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | a. Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulation of the U.S. Securities and Exchange Commission (the “SEC”). |
Foreign currency translation | b. Foreign currency translation The Company uses US$ as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands, United States, is US$. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use US$ or their respective local currency as their functional currency, have been translated into US$. Assets and liabilities are translated 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 exchange rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of other comprehensive income or loss in the statement of comprehensive income. Foreign currency transactions denominated in currencies other than functional currency are translated into 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 gains/losses, net in the consolidated statement of comprehensive income. Historically, the Company presented its financial results in Renminbi. Starting from January 1, 2023, the Company changed its reporting currency from Renminbi to U.S. dollars since a majority of its revenues and expenses are now denominated in U.S. dollars. The Company believes the alignment of the reporting currency with the underlying operations would better illustrate its results of operations for each period. The historical results of operations and financial statements included in this report are presented based on what were presented in the previous filed Form 20-F. |
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, fair value of assets and liabilities acquired in business combinations, impairment of intangible assets and other long-lived assets, income taxes and provision for doubtful accounts. 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. The consolidated financial statements include the financial statements of the Company, its subsidiaries. |
Reclassifications | e. Reclassifications Certain prior year amounts were reclassified to conform with current year’s presentation. |
Cash and cash equivalents | f. 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 original maturities of three months or less when initially purchased. |
Restricted cash | g. Restricted cash Restricted cash includes the deposits required by department of education for contract implementation and the deposits necessary to secure lines of credit from financial institutions. |
Accounts receivable, net | h. Accounts receivable, net Accounts receivable, net mainly represent the amounts due from the students of the Group’s school in the US. |
Allowance for Credit Losses | i. Allowance for Credit Losses In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments - Credit Losses, the Company estimates and records an expected lifetime credit loss on accounts receivable and long-term receivable included in other non-current assets by utilizing historical write-off rates as a starting point for determining expected credit losses and has considered all available relevant information, including details about past events, current conditions, and reasonable and supportable forecasts, as well as their impact on the expected credit losses. The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts. The Company recognized a provision for expected credit losses on accounts receivable of $1,106 and $533 in 2022 and 2023, respectively, and on long-term receivable of $769 in 2023. |
Property and equipment | j. Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment if any. 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 3-10 years Leasehold improvements Shorter of the remaining lease terms or estimated useful lives |
Intangible assets | k. Intangible assets Intangible assets represent brand, software, trade name and accreditation. 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 (Refer to Note 8-Intangible Assets for further information): Software 2 years to 10 years Trade names Indefinite Brand Indefinite Others 1.3 years to 10 years The Group has determined that trade names and brand 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 and brand. Consequently, the carrying amounts of trade names and brand are not amortized but are tested for impairment as of September 30 every year 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 and brand with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trade names and brand exceed their fair values. The Group performed impairment testing of indefinite-lived intangible assets in accordance with ASC 350, as of September 30 every year, 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. When these events occur, the Group estimates the fair value of these trade names and brand with the Relief from Royalty method (“RFR”), which is one of the income approaches. RFR method is generally applied for assets that frequently licensed in exchange for royalty payments. As the owner of the asset is relieved from paying such royalties to a third party for using the asset, economic benefit is reflected by notional royalty savings. An impairment loss is recognized for any excess in the carrying value over the fair value of trade names and brands. |
Segments | l. 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 one reportable segment, which is CP& CE Programs as of December 31, 2023. |
Impairment of long-lived assets | m. 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 | n. Revenue recognition The Group’s revenue is generated from delivering educational programs. The core principle of ASC 606 is that an entity recognizes revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the Group applies the following steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Group has one reportable segment, which is CP& CE Programs. Bay State College and NewSchool in U.S. under CP&CE Programs offer career-focused post-secondary educational services to undergraduate students in U.S. For undergraduate students, usually there are no written formal contracts between the Group and the students according to business practice. Records with students’ name, grade, tuition and fee collected are signed or confirmed by students. Academic requirements and each party’s rights are communicated with students through enrollment brochures or daily teaching and academic activities. For undergraduate students, the Group’s performance obligation is to provide acknowledged academic education within academic years, and post-secondary with Associates and Bachelor’s programs within agreed-upon periods. The transaction price is the tuition fee received and circumstances like other variable consideration, significant financing component, noncash consideration, consideration payable to a customer did not exist. As there is only one performance obligation, the transaction price is allocated to the one performance obligation. The Group satisfies performance obligation to students over time, and recognizes revenue according to school days consumed in each month of a semester. Contract Balances The transferred control of promised service to customers results in the Group’s unconditional rights and conditional consideration receivable on passage of time. The Group has no contract assets as of December 31, 2022 and 2023. The contract liabilities consist of deferred revenue, which relates to unsatisfied performance obligations at the end of each reporting period and consists of tuition received in advance from students. As of December 31, 2022 and 2023, the Group’s deferred revenue amount to $754 and $544, respectively. |
Cost of revenues | o. 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. |
Leases | p. Leases The Group accounts for its lease under ASC 842 Leases, and identifies lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. For all operating leases except for short-term leases, the Group recognizes operating right-of-use assets and operating lease liabilities. Leases with an initial term of 12 months or less are short-term lease and not recognized as right-of-use assets and lease liabilities on the consolidated balance sheet. The Group recognizes lease expense for short-term leases on a straight-line basis over the lease term. For finance lease, the Group recognizes finance lease right-of-use assets. The operating lease liabilities are recognized based on the present value of the lease payments not yet paid, discounted using the Group’s incremental borrowing rate over a similar term of the lease payments at lease commencement. Some of the Group’s lease agreements contain renewal options; however, the Group do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Group is reasonably certain of renewing the lease at inception or when a triggering event occurs. The right-of-use assets consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease When none of the criteria of finance lease are met, a lessee shall classify the lease as an operating lease. Finance lease The Group classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement: a. b. c. d. e. |
Advertising costs | q. Advertising costs The Group expenses advertising costs as incurred. Total advertising expenses from continuing operations were $1,035, $27 and $20 for the years ended December 31, 2021, 2022 and 2023, respectively, and have been included as part of selling and marketing expenses. |
Fair value of financial instruments | r. Fair value of financial instruments Financial instruments include cash and cash equivalents, restricted cash, accounts receivable, prepayment and other current assets, accounts payable and short-term borrowings. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. |
Net (loss) income per share | s. Net (loss) income per share Basic earnings per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing net income/(loss) 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 share equivalents consist of the ordinary shares issuable upon the vest of restricted shares. 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 share equivalents are also excluded from the calculation in loss periods, as their effects would be anti-dilutive. |
Income taxes | t. Income taxes Income taxes are provided for in accordance with the laws of the relevant taxing authorities. 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 that some portion or all of the deferred tax assets will not be realized. ASC 740-10-50-19 requires that an entity disclose its policy on classification of interest and penalties due to taxing authorities in the notes to the financial statements. In addition, ASC 740-10-50-15(c) requires that all entities disclose in the statement of operations and in the statement of financial position the total amounts of the interest and penalties related to tax positions recognized. As of December 31, 2023, the Company did Deferred tax liabilities and assets are classified as noncurrent and presented with a netted off amount in the consolidated balance sheets as of December 31, 2022 and 2023, respectively. |
Uncertain tax positions | u. Uncertain tax positions The Group adopted the guidance on accounting for uncertainty in income taxes under ASC 740, 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. The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2023, the Company did not have any unrecognized uncertain tax positions and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. For the years ended December 31, 2023, the Company did not incur any interest and penalties related to potential underpaid income tax expenses. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. |
Comprehensive income | v. 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 of unrealized gain or loss on short term investments and foreign currency translation adjustments. |
Share-based compensation | w. Share-based compensation The Group grants restricted stock to its employees and directors. 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. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. |
Loss contingencies | x. 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 standards | y. Recently issued accounting standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact from the adoption of this ASU on its consolidated financial statements. Recently issued ASUs by the FASB, except for the one mentioned above, have no material impact on the Group’s consolidated results of operations or financial position. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Schedule of the company's major subsidiaries and VIEs | Place of Percentage Date of incorporation of incorporation (or establishment) ownership Name or acquisition /operation % Principal activity Subsidiaries Ambow Education Inc. July 5, 2016 United States 100 % Investment Holding Ambow BSC Inc. February 14, 2017 United States 100 % Investment Holding Bay State College Inc. (Note i) November 20, 2017 United States 100 % CP&CE Programs Ambow NSAD Inc. May 8, 2019 United States 100 % Investment Holding NewSchool of Architecture and Design, LLC (“NewSchool”) March 6, 2020 United States 100 % CP&CE Programs (Note i) The Board of Trustees announced to permanently close Bay State College at the end of the 2022-2023 academic year, and this permanent close has been completed on August 31, 2023. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives | Buildings 20-40 years Motor vehicles 5 years Office and computer equipment 3-10 years Leasehold improvements Shorter of the remaining lease terms or estimated useful lives |
Schedule of intangible assets have original estimated useful lives | Software 2 years to 10 years Trade names Indefinite Brand Indefinite Others 1.3 years to 10 years |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
Schedule of reconciliation of cash, cash equivalents, and restricted cash | Years ended December 31, 2022 2023 Cash and cash equivalents $ 3,308 $ 4,834 Restricted cash (Note i) 4,362 5,221 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 7,670 $ 10,055 (Note i) Restricted cash required by department of education and the deposits necessary to secure lines of credit from financial institutions. |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ACCOUNTS RECEIVABLE, NET | |
Schedule of accounts receivable, net | Accounts receivable consisted of the following: As of December 31, 2022 2023 Accounts receivable $ 3,089 $ 2,813 Less: Allowance for credit losses (1,106) (533) Accounts receivable, net $ 1,983 $ 2,280 |
Schedule of allowance for credit losses | Allowance for credit losses: As of December 31, 2022 2023 Balance at beginning of year $ (1,086) $ (1,106) Addition (235) (389) Written off 215 193 Reclassification allowance to the other non-current assets (Note i) — 769 Balance at end of year $ (1,106) $ (533) (Note i) The balance reflects the reclassification of BSC’s provision to non-current assets. Refer to the Note 9-Other non-current assets, net |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
PREPAID AND OTHER CURRENT ASSETS. | |
Schedule of prepaid and other current assets | As of December 31, 2022 2023 Receivables for disposal of Ambow China (Note i) $ 6,058 $ — Prepayments to suppliers 104 127 Prepaid for HybriU development — 29 Loans to third parties 6 6 Others (Note ii) 3 16 Total $ 6,171 $ 178 (Note i) The remaining balance from the disposal of Ambow China has been received as of December 31, 2023. (Note ii) Others mainly included prepaid education supplies, prepaid outsourcing service fee, and other miscellaneous items. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment | As of December 31, 2022 2023 Motor vehicles $ 2 $ 2 Office and computer equipment 829 199 Leasehold improvements 31 24 Sub-total 862 225 Less: accumulated depreciation (586) (219) Total $ 276 $ 6 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INTANGIBLE ASSETS, NET | |
Summary of intangible assets | As of December 31, 2022 2023 Gross carrying amount Trade names $ 460 $ 460 Software 276 276 Accreditation 100 100 836 836 Less: accumulated amortization Trade names — — Software (276) (276) Accreditation (23) (38) (299) (314) Intangible assets, net Trade names 460 460 Software — — Accreditation 77 62 $ 537 $ 522 |
Schedule of estimated amortization expenses of intangible assets for future annual periods | Amount 2024 $ 10 2025 10 2026 10 2027 10 2028 10 Thereafter 12 Total $ 62 |
OTHER NON-CURRENT ASSETS, NET (
OTHER NON-CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
OTHER NON-CURRENT ASSETS, NET | |
Schedule of other non-current assets | As of December 31, 2022 2023 Long-term restricted cash (Note i) $ 1,731 $ 1,714 Long-term receivable (Note ii) — 1,467 Long-term lease deposits 195 194 Others 44 23 Sub-total $ 1,970 $ 3,398 Less: allowance for credit losses (Note ii) — (769) Total $ 1,970 $ 2,629 (Note i) It includes cash in collateral bank accounts for the issuance of letters of credit in U.S. (Note ii) Long-term receivable related to BSC and expected to be collected more than twelve months. |
SHORT-TERM BORROWINGS (Tables)
SHORT-TERM BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SHORT-TERM BORROWINGS | |
Schedule of short-term borrowings from bank | Amount Annual Repayment Date Borrower Lender ($) Interest Rate Due Date January 6, 2023 Ambow Education Inc. EAST WEST BANK 2,439 2.50 % January 6, 2024 October 11, 2022 Ambow Education Inc. Cathy Bank 1,500 6.29 % October 11, 2024 |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ACCRUED AND OTHER LIABILITIES | |
Schedule of accrued and other liabilities | As of December 31, 2022 2023 Accrued payroll and welfare $ 866 $ 635 Payable for purchase of services (Note i) 391 — Receipt in advance 10 — Amounts due to students (Note ii) 837 268 Deferred revenue (Note iii) 754 544 Loan from a third party (Note iv) 707 — Others 172 21 Total $ 3,737 $ 1,468 (Note i) The balance represented accrued payable for purchase of services, no such item for current year. (Note ii) The balance represented refund to students and HEERF Grant to student received on behalf of students. (Note iii) The balance represented the tuition payment collected in advance. (Note iv) Sundry Management, LLC offered an interest-free loan with a one-year term, which was repaid in full on January 27, 2023. |
ORDINARY SHARES (Tables)
ORDINARY SHARES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ORDINARY SHARES | |
Schedule of classification of warrants on weighted average assumptions | Risk-free interest rate 4.51 % Expected volatility 120.13 % Expected term 3 years Expected dividend yield — Exercise price $ 0.40 Market value of common stock $ 0.31 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SHARE BASED COMPENSATION | |
Schedule of restricted stock awards activities | Weighted Average Grant-date fair Remaining Shares value Contractual Term Unvested at January 1, 2022 65,768 2.83 0.62 Granted 5,400,000 — — Vested 5,445,833 0.02 — Forfeited or expired — — — Unvested at end of year — — — Shares vested but not issued at December 31, 2022 19,935 3.13 — Unvested at January 1, 2023 — — — Granted — — — Vested — — — Forfeited or expired — — — Unvested at end of year — — — Shares vested but not issued at December 31, 2023 19,935 3.13 — |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
TAXATION | |
Schedule of significant components of provision for income taxes on earnings | Years ended December 31, 2021 2022 2023 Current: $ 37 — $ 14 Deferred: (542) — — Income tax benefits (expense) $ (505) — $ 14 |
Schedule of principal components of the group's deferred tax assets and liabilities | As of December 31, 2022 2023 Deferred tax asset: Accrued expense $ 109 $ 1 Allowance for doubtful accounts 309 346 Depreciation 85 84 Lease Liability 2,228 2,095 Tax loss carried forward 5,977 6,661 Research and development capitalization — 91 Tax Credits — 59 Total deferred tax assets 8,708 9,337 Valuation allowance (6,579) (7,794) Deferred tax assets, net of valuation allowance $ 2,129 $ 1,543 Deferred tax liabilities: - Unrealized gain on acquisition/disposal 196 173 - Right-of-use assets 1,933 1,370 Total deferred tax liabilities $ 2,129 $ 1,543 Deferred tax assets, net of valuation allowance and deferred tax liabilities — — |
Summary of amounts and expiration dates of operating loss carried forwards | Amount 2024 — 2025 — 2026 — 2027 — 2028 and thereafter $ 41,777 Total $ 41,777 |
Schedule of roll-forward of the valuation allowance | As of December 31, 2022 2023 Balance at beginning of the year $ 4,139 $ 6,579 Allowance made during the year 2,440 1,215 Reversals — — NOL expire — — Balance at end of the year $ 6,579 $ 7,794 |
Summary of reconciliation between total income tax expense and the amount computed by applying the US statutory income tax rate to income before income taxes | Years ended December 31, 2021 2022 2023 % % % Weighted average statutory income tax rate (21) % (21) % (21) % States taxes, net of federal benefit (2) % (5) % (7) % Tax effect of non-deductible expenses (7) % (4) % — % Tax effect of tax-exempt entities — % 4 % 2 % Prior year true up — % — % (5) % Changes in valuation allowance 23 % 26 % 31 % Effective tax rate (7) % — % — % |
Summary of Income /(loss) before income taxes from continuing operations is attributable to the following geographic locations | Year ended December 31, 2021 2022 2023 United States $ (6,737) $ (7,305) $ (2,843) Foreign (457) (1,947) (318) Total loss before income taxes $ (7,194) $ (9,252) $ (3,161) |
NET LOSS_INCOME PER SHARE (Tabl
NET LOSS/INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
NET LOSS/INCOME PER SHARE | |
Schedule of computation of basic and diluted net (loss) income per share | Years ended December 31, 2021 2022 2023 Numerator: Numerator for basic and diluted loss per share from continuing operations $ (6,689) $ (9,252) $ (3,175) Numerator for basic and diluted income (loss) per share from discontinued operations 7,002 (5,056) — Denominator: Denominator for basic (loss) income per share weighted average ordinary shares outstanding 46,654,853 49,458,266 56,333,003 Denominator for diluted (loss) income per share weighted average ordinary shares outstanding 46,654,853 49,458,266 56,333,003 Basic and Diluted loss per share from continuing operations $ (0.14) $ (0.19) $ (0.06) Basic and Diluted income (loss) per share from discontinued operations $ 0.15 $ (0.10) — Basic and Diluted loss per ADS from continuing operations (Note i) $ (2.80) $ (3.80) $ (1.20) Basic and Diluted income (loss) per ADS from discontinued operations $ 3.00 $ (2.00) — (Note i) In February, 2024, the Company changed the ratio of its American depositary shares (“ADSs”) to its Class A ordinary shares from one (1) ADS, representing two (2) Class A ordinary shares, to one (1) ADS representing twenty (20) Class A ordinary shares. |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
Schedule of components of lease expense | Years ended December 31, 2022 2023 Operating lease expense $ 4,314 $ 2,348 |
Schedule of supplemental cash flow information | Years ended December 31, 2022 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,363 $ 1,451 |
Schedule of lease terms and discount rates | Years ended December 31, 2022 2023 Weighted-average Remaining Lease Term Operating leases 3.16 Years 2.20 Years Weighted-average Discount Rate — — Operating leases 4.25 % 4.25 % |
Schedule of maturities of lease liabilities | As of December 31, 2023, maturities of lease liabilities were as follows: Amount 2024 $ 4,176 2025 2,415 2026 465 2027 31 2028 8 Thereafter — Total lease payments 7,095 Less: interest (260) Total 6,835 Less: current portion (2,486) Non-current portion $ 4,349 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of quantitative information about the Group's Level 3 fair value measurements of intangible assets | Valuation Range of discount Fair value techniques Unobservable inputs rates Intangible assets in 2022 $ 1,060 Relief-from-royalty method Royalty rate 1%‑6 % Discount rate 13%‑15 % Terminal growth rate 3 % Intangible assets in 2023 $ 537 Relief-from-royalty method Royalty rate 1%‑6 % Discount rate 13%‑14 % Terminal growth rate 3 % |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
CONCENTRATIONS | |
Schedule of group's consolidated prepaid and other current assets | As of December 31, 2022 2023 Debtors % % Prepaid and other current assets Purchaser $ 6,058 98 % — % |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details) - $ / shares | Feb. 28, 2023 | Oct. 05, 2020 | Aug. 05, 2010 |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |||
Issue price (per share) | $ 0.80 | ||
American Depositary Shares | |||
ORGANIZATION AND PRINCIPAL ACTIVITIES | |||
Shares issued (in shares) | 2,500,000 | ||
American Depositary Shares | Registered Direct Offering | |||
ORGANIZATION AND PRINCIPAL ACTIVITIES | |||
Shares issued (in shares) | 2,500,000 | 1,507,538 | |
Issue price (per share) | $ 0.80 | $ 3.98 | |
Class A Shares per ADS (in shares) | 5,000,000 | 2 | |
American Depositary Shares | Public Offering | |||
ORGANIZATION AND PRINCIPAL ACTIVITIES | |||
Shares issued (in shares) | 2,070,000 | ||
Issue price (per share) | $ 4.25 |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES - Major subsidiaries and VIEs (Details) - Subsidiaries | Dec. 31, 2023 |
Ambow Education Inc. | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Percentage of ownership | 100% |
Ambow BSC Inc | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Percentage of ownership | 100% |
Bay State College Inc | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Percentage of ownership | 100% |
Ambow NSAD Inc | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Percentage of ownership | 100% |
NewSchool of Architecture and Design, LLC ("NewSchool") | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Percentage of ownership | 100% |
ORGANIZATION AND PRINCIPAL AC_5
ORGANIZATION AND PRINCIPAL ACTIVITIES - Additional Information (Details) $ in Millions | Nov. 23, 2022 USD ($) |
Purchase Agreement | Ambow Subsidiaries | Discontinued Operations | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Cash consideration | $ 12 |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
LIQUIDITY AND CAPITAL RESOURCES | ||||
Liabilities in excess of assets | $ 2,724 | |||
Equity | 6,428 | $ 7,867 | $ 21,266 | $ 20,400 |
Net cash used in operating activities, continuing operations | (290) | (5,646) | $ (3,165) | |
Unrestricted cash and cash equivalents | $ 4,834 | 3,308 | ||
Due from Third Parties Acquisitions, Current | $ 6,058 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
SIGNIFICANT ACCOUNTING POLICIES | |||
Provision for expected credit loss on accounts receivable | $ 533 | $ 1,106 | $ 1,086 |
Provision for expected credit loss on long-term receivable | $ 769 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property and equipment (Details) | Dec. 31, 2023 |
Buildings | Minimum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Estimated useful lives (in years) | 20 years |
Buildings | Maximum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Estimated useful lives (in years) | 40 years |
Motor vehicles | |
SIGNIFICANT ACCOUNTING POLICIES | |
Estimated useful lives (in years) | 5 years |
Office and computer equipment | Minimum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Estimated useful lives (in years) | 3 years |
Office and computer equipment | Maximum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Estimated useful lives (in years) | 10 years |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Intangible assets (Details) | Dec. 31, 2023 |
Software | Minimum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Estimated useful lives (in years) | 2 years |
Software | Maximum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Estimated useful lives (in years) | 10 years |
Others | Minimum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Estimated useful lives (in years) | 1 year 3 months 18 days |
Others | Maximum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Estimated useful lives (in years) | 10 years |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Segments (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
SIGNIFICANT ACCOUNTING POLICIES | |
Number of Operating Segments | 1 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
SIGNIFICANT ACCOUNTING POLICIES | ||
Deferred revenue | $ 544 | $ 754 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Advertising costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |||
Advertising expenses | $ 20 | $ 27 | $ 1,035 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Uncertain tax positions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
SIGNIFICANT ACCOUNTING POLICIES | |
Unrecognized uncertain tax positions | $ 0 |
Unrecognized tax benefits, income tax penalties and interest expense | $ 0 |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES - Share-based compensation (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Service period (in years) | 1 year |
Maximum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Service period (in years) | 4 years |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||
Cash and cash equivalents | $ 4,834 | $ 3,308 | |
Restricted cash | 5,221 | 4,362 | |
Cash, cash equivalents and restricted cash at end of year from continuing operations | $ 10,055 | $ 7,670 | $ 1,609 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
ACCOUNTS RECEIVABLE, NET | |||
Accounts receivable | $ 2,813 | $ 3,089 | |
Less: Allowance for credit losses | (533) | (1,106) | $ (1,086) |
Accounts receivable, net | $ 2,280 | $ 1,983 |
ACCOUNTS RECEIVABLE, NET - Allo
ACCOUNTS RECEIVABLE, NET - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Allowance for doubtful accounts: | ||
Balance at beginning of year | $ (1,106) | $ (1,086) |
Addition | (389) | (235) |
Written off | 193 | 215 |
Reclassification allowance to the other non-current assets | 769 | |
Balance at end of year | $ (533) | $ (1,106) |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
PREPAID AND OTHER CURRENT ASSETS. | ||
Receivables for disposal of Ambow China | $ 6,058 | |
Prepayments to suppliers | $ 127 | 104 |
Prepaid for HybriU development | 29 | |
Loans to third parties | 6 | 6 |
Others | 16 | 3 |
Total | $ 178 | $ 6,171 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | |||
Sub-total | $ 225 | $ 862 | |
Less: accumulated depreciation | (219) | (586) | |
Total | 6 | 276 | |
Depreciation expenses | 3 | 206 | $ 231 |
Impairment loss of property and equipment | 0 | 0 | $ 0 |
Motor vehicles | |||
PROPERTY AND EQUIPMENT, NET | |||
Sub-total | 2 | 2 | |
Office and computer equipment | |||
PROPERTY AND EQUIPMENT, NET | |||
Sub-total | 199 | 829 | |
Leasehold improvements | |||
PROPERTY AND EQUIPMENT, NET | |||
Sub-total | $ 24 | $ 31 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-lived intangible assets | ||
Gross carrying amount | $ 836 | $ 836 |
Less: accumulated amortization | (314) | (299) |
Intangible assets, net | 522 | 537 |
Trade names | ||
Finite-lived intangible assets | ||
Gross carrying amount | 460 | 460 |
Intangible assets, net | 460 | 460 |
Software | ||
Finite-lived intangible assets | ||
Gross carrying amount | 276 | 276 |
Less: accumulated amortization | (276) | (276) |
Others | ||
Finite-lived intangible assets | ||
Gross carrying amount | 100 | 100 |
Less: accumulated amortization | (38) | (23) |
Intangible assets, net | $ 62 | $ 77 |
INTANGIBLE ASSETS, NET - Impair
INTANGIBLE ASSETS, NET - Impairment and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
INTANGIBLE ASSETS, NET | |||
Amortization expenses | $ 15 | $ 5 | $ 123 |
Trade name and brand | |||
INTANGIBLE ASSETS, NET | |||
Impairment loss | $ 0 | $ 657 | $ 0 |
INTANGIBLE ASSETS, NET - Estima
INTANGIBLE ASSETS, NET - Estimated Amortization Expenses (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Estimated amortization expenses for each of the future annual periods | |
2024 | $ 10 |
2025 | 10 |
2026 | 10 |
2027 | 10 |
2028 | 10 |
Thereafter | 12 |
Total | $ 62 |
OTHER NON-CURRENT ASSETS, NET_2
OTHER NON-CURRENT ASSETS, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
OTHER NON-CURRENT ASSETS | ||
Long-term restricted cash | $ 1,714 | $ 1,731 |
Long-term receivable | 1,467 | |
Long-term lease deposits | 194 | 195 |
Others | 23 | 44 |
Sub-total | 3,398 | 1,970 |
Less: allowance for credit losses (Note ii) | (769) | |
Total | $ 2,629 | $ 1,970 |
SHORT-TERM BORROWINGS (Details)
SHORT-TERM BORROWINGS (Details) - USD ($) $ in Thousands | 1 Months Ended | |||||||
Jan. 31, 2023 | Dec. 31, 2023 | Oct. 31, 2023 | Oct. 11, 2023 | Jan. 06, 2023 | Dec. 31, 2022 | Nov. 14, 2022 | Oct. 11, 2022 | |
SHORT-TERM BORROWING | ||||||||
Short-term borrowings | $ 3,939 | $ 3,029 | ||||||
Cathy Bank | ||||||||
SHORT-TERM BORROWING | ||||||||
Short-term borrowings | $ 1,500 | |||||||
Interest rate (as a percent) | 6.29% | |||||||
Mortgaged property amount | $ 3,939 | |||||||
East West Bank | ||||||||
SHORT-TERM BORROWING | ||||||||
Interest rate (as a percent) | 2.50% | |||||||
Loan receivable, current | $ 2,439 | |||||||
Line of credit | $ 3,939 | |||||||
Ambow Education Inc | Cathy Bank | ||||||||
SHORT-TERM BORROWING | ||||||||
Short-term borrowings | $ 2,439 | |||||||
Interest rate (as a percent) | 2.50% | |||||||
Ambow Education Inc | East West Bank | ||||||||
SHORT-TERM BORROWING | ||||||||
Short-term borrowings | $ 1,500 | |||||||
Interest rate (as a percent) | 6.29% |
ACCRUED AND OTHER LIABILITIES_2
ACCRUED AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Jan. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
ACCRUED AND OTHER LIABILITIES | |||
Accrued payroll and welfare | $ 635 | $ 866 | |
Payable for purchase of equipment and services | 391 | ||
Receipt in advance | 10 | ||
Amounts due to students | 268 | 837 | |
Deferred revenue | 544 | 754 | |
Loan from third parties | 707 | ||
Others | 21 | 172 | |
Total | $ 1,468 | $ 3,737 | |
Sundry Management, LLC | |||
ACCRUED AND OTHER LIABILITIES | |||
Term of line of credit (in years) | 1 year |
ORDINARY SHARES (Details)
ORDINARY SHARES (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2023 USD ($) $ / shares shares |
ORDINARY SHARES | |
Issue price (per share) | $ / shares | $ 0.80 |
Net proceeds from issuance of ordinary shares and warrants | $ | $ 1,849 |
Net proceeds from ordinary shares | $ | 1,449 |
Net proceeds from warrant | $ | $ 400 |
Direct offering | |
ORDINARY SHARES | |
Issue price (per share) | $ / shares | $ 0.80 |
Class A Ordinary Shares | |
ORDINARY SHARES | |
Issuance of ordinary shares in a registered direct offering (in shares) | 5,000,000 |
Class A Ordinary Shares | Direct offering | |
ORDINARY SHARES | |
Issuance of ordinary shares in a registered direct offering (in shares) | 2,000,000 |
American Depositary Shares | |
ORDINARY SHARES | |
Issuance of ordinary shares in a registered direct offering (in shares) | 2,500,000 |
American Depositary Shares | Direct offering | |
ORDINARY SHARES | |
Issuance of ordinary shares in a registered direct offering (in shares) | 1,000,000 |
ORDINARY SHARES - Classificatio
ORDINARY SHARES - Classification of warrant on weighted average assumptions (Details) | Dec. 31, 2023 $ / shares Y |
Risk-free interest rate | |
Classification of warrant on weighted average assumption | |
Weighted average assumptions - Warrants | 4.51 |
Expected volatility | |
Classification of warrant on weighted average assumption | |
Weighted average assumptions - Warrants | 120.13 |
Expected term | |
Classification of warrant on weighted average assumption | |
Weighted average assumptions - Warrants | Y | 3 |
Exercise price | |
Classification of warrant on weighted average assumption | |
Weighted average assumptions - Warrants | 0.40 |
Market value of common stock | |
Classification of warrant on weighted average assumption | |
Weighted average assumptions - Warrants | 0.31 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details) | Aug. 05, 2020 | Dec. 21, 2018 |
2010 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Automatic termination period of the plan | 10 years | |
Amended and Restated 2010 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration term | 10 years |
SHARE BASED COMPENSATION - Rest
SHARE BASED COMPENSATION - Restricted stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Jun. 30, 2022 | May 27, 2022 | Nov. 22, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock | ||||||
Share-based compensation expense | $ 1,083 | $ 139 | ||||
Unrecognized share-based compensation expenses | $ 0 | 0 | ||||
General and administrative | ||||||
Restricted stock | ||||||
Share-based compensation expense | $ 0 | $ 1,083 | $ 139 | |||
Restricted stock awards | ||||||
Restricted stock | ||||||
Granted (in shares) | 5,445,833 | |||||
Restricted stock awards | Class A Ordinary Shares | ||||||
Restricted stock | ||||||
Granted (in shares) | 5,200,000 | 200,000 | ||||
Restricted stock awards | Senior employee | ||||||
Restricted stock | ||||||
Granted (in shares) | 200,000 | |||||
Vesting percentage | 25% | |||||
Vested (in shares) | 0 | 45,833 | 50,000 |
SHARE BASED COMPENSATION - Re_2
SHARE BASED COMPENSATION - Restricted stock activity (Details) - Restricted stock awards - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Unvested at beginning of year (in shares) | 65,768 | 5,400,000 |
Granted (in shares) | 5,445,833 | |
Unvested at end of year (in shares) | 65,768 | |
Shares vested but not issued at end of year (in shares) | 19,935 | 19,935 |
Grant-date fair value | ||
Unvested at beginning of year (in dollars per share) | $ 2.83 | |
Granted (in dollars per share) | $ 0.02 | |
Unvested at end of year (in dollars per share) | 2.83 | |
Shares vested but not issued at end of year (in dollars per share) | $ 3.13 | $ 3.13 |
Weighted Average Remaining Contractual Term | ||
Unvested at beginning of year | 7 months 13 days | |
Unvested at end of year | 7 months 13 days | |
Shares vested but not issued at the end of the period | 0 years |
TAXATION - Provision for Income
TAXATION - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Provision for income taxes on earnings | |||
Deferred: | $ (542) | ||
Income tax benefits (expense) | $ 14 | (505) | |
US | |||
Provision for income taxes on earnings | |||
Current: | 14 | 37 | |
Deferred: | (542) | ||
Income tax benefits (expense) | 14 | $ (505) | |
Unrecognized tax benefits | $ 0 | $ 0 |
TAXATION - Deferred tax assets
TAXATION - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset: | ||
Accrued expense | $ 1 | $ 109 |
Allowance for doubtful accounts | 346 | 309 |
Depreciation | 84 | 85 |
Lease Liability | 2,095 | 2,228 |
Tax loss carried forward | 6,661 | 5,977 |
Research and development capitalization | 91 | |
Tax Credits | 59 | |
Total deferred tax assets | 9,337 | 8,708 |
Valuation allowance | (7,794) | (6,579) |
Deferred tax assets, net of valuation allowance | 1,543 | 2,129 |
Deferred tax liabilities: | ||
Unrealized gain on acquisition | 173 | 196 |
- Right-of-use assets | 1,370 | 1,933 |
Total deferred tax liabilities | $ 1,543 | $ 2,129 |
TAXATION - Expiration dates of
TAXATION - Expiration dates of operating loss carried forwards (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 41,777 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss subject to expiration | $ 122 |
Number of years to carryforward | 20 years |
Net operating loss carried forward indefinitely | $ 23,736 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss subject to expiration | $ 17,919 |
Number of years to carryforward | 20 years |
2028 and thereafter | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 41,777 |
TAXATION - Valuation allowance
TAXATION - Valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Movement of valuation allowance | ||
Balance at beginning of the year | $ 6,579 | $ 4,139 |
Allowance made during the year | 1,215 | 2,440 |
Balance at end of the year | $ 7,794 | $ 6,579 |
TAXATION - Reconciliation (Deta
TAXATION - Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 statuary tax rate | (21.00%) | (21.00%) | (21.00%) |
States taxes, net of federal benefit | (7.00%) | (5.00%) | (2.00%) |
Tax effect of non-deductible expenses | (4.00%) | (7.00%) | |
Tax effect of tax-exempt entities | 2% | 4% | |
Prior year true up | (5.00%) | ||
Changes in valuation allowance | 31% | 26% | 23% |
Effective tax rate | (7.00%) |
TAXATION - Income _(loss) befor
TAXATION - Income /(loss) before income taxes from continuing operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income /(loss) before income taxes from continuing operations is attributable to the following geographic locations | |||
United States | $ (2,843) | $ (7,305) | $ (6,737) |
Foreign | (318) | (1,947) | (457) |
LOSS BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | $ (3,161) | $ (9,252) | $ (7,194) |
NET LOSS_INCOME PER SHARE - Com
NET LOSS/INCOME PER SHARE - Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 20, 2024 | |
Numerator: | ||||
Numerator for basic net loss per share from continuing operations | $ (3,175) | $ (9,252) | $ (6,689) | |
Numerator for diluted net loss per share from continuing operations | $ (3,175) | (9,252) | (6,689) | |
Numerator for basic income (loss) per share from discontinued operations | (5,056) | 7,002 | ||
Numerator for diluted income (loss) per share from discontinued operations | $ (5,056) | $ 7,002 | ||
Denominator: | ||||
Denominator for basic net loss per share weighted average ordinary shares outstanding (in shares) | 56,333,003 | 49,458,266 | 46,654,853 | |
Denominator for diluted net loss per share weighted average ordinary shares outstanding (in shares) | 56,333,003 | 49,458,266 | 46,654,853 | |
Basic net loss per share from continuing operations (in dollars per share) | $ (0.06) | $ (0.19) | $ (0.14) | |
Diluted net loss per share from continuing operations (in dollars per share) | $ (0.06) | (0.19) | (0.14) | |
Basic net loss per share from discontinued operations (in dollars per share) | (0.10) | 0.15 | ||
Diluted net loss per share from discontinued operations (in dollars per share) | $ (0.10) | $ 0.15 | ||
Share included in calculation of diluted income per share | 0 | 0 | 0 | |
American Depositary Shares | ||||
Denominator: | ||||
Basic net loss per share from continuing operations (in dollars per share) | $ (1.20) | $ (3.80) | $ (2.80) | |
Diluted net loss per share from continuing operations (in dollars per share) | $ (1.20) | (3.80) | (2.80) | |
Basic net loss per share from discontinued operations (in dollars per share) | (2) | 3 | ||
Diluted net loss per share from discontinued operations (in dollars per share) | $ (2) | $ 3 | ||
American Depositary Shares | Subsequent Event | ||||
Denominator: | ||||
Number of Shares in an ADS | 20 | |||
Class A Ordinary Shares | ||||
Denominator: | ||||
Number of Shares in an ADS | 2 | |||
Class A Ordinary Shares | Subsequent Event | ||||
Denominator: | ||||
Number of Shares in an ADS | 20 |
LEASES - Lease expenses (Detail
LEASES - Lease expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
LEASES | ||
Operating lease expense | $ 2,348 | $ 4,314 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
LEASES | |||
Operating cash flows from operating leases | $ 1,451 | $ 2,363 | |
Impairment loss | $ 0 | $ 0 | $ 0 |
LEASES - Supplemental balance s
LEASES - Supplemental balance sheet information (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
LEASES | ||
Weighted-average Remaining Lease Term, Operating leases | 2 years 2 months 12 days | 3 years 1 month 28 days |
Weighted-average Discount Rate, Operating leases | 4.25% | 4.25% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases- ASU842 | ||
2024 | $ 4,176 | |
2025 | 2,415 | |
2026 | 465 | |
2027 | 31 | |
2028 | 8 | |
Total lease payments | 7,095 | |
Less: interest | (260) | |
Total | 6,835 | |
Less: current portion | (2,486) | $ (2,218) |
Non-current portion | $ 4,349 | $ 5,744 |
GAIN ON DISPOSAL OF ASSESTS (De
GAIN ON DISPOSAL OF ASSESTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
GAIN ON DISPOSAL OF ASSESTS | ||
Gain (Loss) on Disposition of Assets | $ 1,400 | |
Bay State College Inc | ||
GAIN ON DISPOSAL OF ASSESTS | ||
Gain (Loss) on Disposition of Assets | $ 1,400 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Recurring basis [Member] - Significant Unobservable Inputs (Level 3) [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
Intangible assets | $ 537 | $ 1,060 |
Growth rate | ||
Unobservable inputs | ||
Terminal growth rate (as a percent) | 3% | 3% |
Minimum | Royalty rate | ||
Unobservable inputs | ||
Royalty rate (as a percent) | 1% | 1% |
Minimum | Discount rate | ||
Unobservable inputs | ||
Discount rate (as a percent) | 13% | 13% |
Maximum | Royalty rate | ||
Unobservable inputs | ||
Royalty rate (as a percent) | 6% | 6% |
Maximum | Discount rate | ||
Unobservable inputs | ||
Discount rate (as a percent) | 14% | 15% |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) - USD ($) | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
CONCENTRATIONS | ||||
Accounts receivable, net | $ 2,280,000 | $ 1,983,000 | $ 2,280,000 | |
Revenue from contract with customer | Customer Concentration Risk | Customer One | ||||
CONCENTRATIONS | ||||
Concentration risk (as a percent) | 10% | 10% | 10% | |
Revenue from contract with customer | Supplier Concentration Risk | Customer One | ||||
CONCENTRATIONS | ||||
Concentration risk (as a percent) | 10% | 10% | 10% | |
Revenue from contract with customer | Accounts receivable | Customer One | ||||
CONCENTRATIONS | ||||
Concentration risk (as a percent) | 10% | |||
Prepaid and other current assets | Customer One | ||||
CONCENTRATIONS | ||||
Concentration risk (as a percent) | 98% | |||
Accounts receivable, net | $ 6,058 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | Feb. 20, 2024 shares | Jan. 04, 2024 USD ($) | Feb. 28, 2023 USD ($) | Dec. 31, 2023 shares |
Net proceeds from issuance of ordinary shares and warrants | $ | $ 1,849 | |||
Class A Ordinary Shares | ||||
Number of Shares in an ADS | 2 | |||
Subsequent Event | PRP Consulting Group P.C. | ||||
Cash receivable from transfer account receivable portfolio | $ | $ 700 | |||
Subsequent Event | American Depositary Shares | ||||
Number of Shares in an ADS | 20 | |||
Percentage of ratio | 0.10 | |||
Subsequent Event | Class A Ordinary Shares | ||||
Number of Shares in an ADS | 20 |