Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2018 |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Ambow Education Holding Ltd. |
Entity Central Index Key | 0001494558 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Common Class A [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 38,756,289 |
Common Class C [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 4,708,415 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) |
Current assets: | |||
Cash and cash equivalents | ¥ 211,436 | $ 30,752 | ¥ 195,303 |
Restricted cash | 30,072 | 4,374 | 2,350 |
Short term investments, available for sale | 47,208 | 6,866 | 128,042 |
Short term investments, held to maturity | 70,000 | 10,181 | 93,000 |
Accounts receivable, net | 18,132 | 2,637 | 24,511 |
Amounts due from a related party | 1,105 | 161 | 0 |
Prepaid and other current assets, net | 134,770 | 19,601 | 129,517 |
Loan receivable, current | 42,677 | 6,207 | 0 |
Total current assets | 555,400 | 80,779 | 572,723 |
Non-current assets: | |||
Property and equipment, net | 165,933 | 24,134 | 168,423 |
Land use rights, net | 1,804 | 262 | 1,848 |
Intangible assets, net | 92,412 | 13,441 | 96,769 |
Goodwill | 73,166 | 10,642 | 73,166 |
Deferred tax assets, net | 10,240 | 1,490 | 8,222 |
Long-term loan receivables | 0 | 0 | 42,677 |
Other non-current assets, net | 11,264 | 1,638 | 13,592 |
Total non-current assets | 354,819 | 51,607 | 404,697 |
Total assets | 910,219 | 132,386 | 977,420 |
Current liabilities: | |||
Deferred revenue (including consolidated VIE amount without recourse to the Company of RMB 109,878 and RMB 116,753 as of December 31, 2017 and 2018, respectively) | 124,250 | 18,071 | 114,396 |
Accounts payable (including consolidated VIE amount without recourse to the Company of RMB 19,809 and RMB 8,996 as of December 31, 2017 and 2018, respectively) | 13,583 | 1,977 | 23,414 |
Accrued and other liabilities (including consolidated VIE amount without recourse to the Company of RMB 219,009 and RMB 192,302 as of December 31, 2017 and 2018, respectively) | 256,325 | 37,270 | 418,998 |
Borrowing from third party, current | 41,179 | 6,000 | 0 |
Income taxes payable (including consolidated VIE amount without recourse to the Company of RMB 201,810 and RMB 206,871 as of December 31, 2017 and 2018, respectively) | 207,114 | 30,123 | 202,314 |
Amounts due to related parties (including consolidated VIE amount without recourse to the Company of RMB 3,430 and RMB 2,417 as of December 31, 2017 and 2018, respectively) | 2,696 | 392 | 3,430 |
Total current liabilities | 645,147 | 93,833 | 762,552 |
Non-current liabilities: | |||
Long-term borrowings from third party | 0 | 0 | 39,205 |
Consideration payable for acquisitions | 1,322 | 192 | 6,766 |
Other non-current liabilities | 979 | 142 | 2,938 |
Total non-current liabilities | 2,301 | 334 | 48,909 |
Total liabilities | 647,448 | 94,167 | 811,461 |
Commitments and contingencies | |||
EQUITY | |||
Preferred shares (US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2017 and 2018) | 0 | 0 | 0 |
Additional paid-in capital | 3,507,123 | 510,090 | 3,456,307 |
Statutory reserve | 20,149 | 2,931 | 20,036 |
Accumulated deficit | (3,271,838) | (475,869) | (3,316,715) |
Accumulated other comprehensive income | 8,305 | 1,208 | 6,876 |
Total Ambow Education Holding Ltd.'s equity | 264,557 | 38,479 | 167,234 |
Non-controlling interests | (1,786) | (260) | (1,275) |
Total equity | 262,771 | 38,219 | 165,959 |
Total liabilities and equity | 910,219 | 132,386 | 977,420 |
Common Class A [Member] | |||
EQUITY | |||
Ordinary shares | 728 | 106 | 640 |
Total equity | 728 | 640 | |
Common Class C [Member] | |||
EQUITY | |||
Ordinary shares | 90 | $ 13 | 90 |
Total equity | ¥ 90 | ¥ 90 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2017CNY (¥)shares |
Deferred revenue | ¥ 124,250 | ¥ 114,396 |
Accounts payable | 13,583 | 23,414 |
Accrued and other liabilities | 256,325 | 418,998 |
Income taxes payable | 207,114 | 202,314 |
Amounts due to related parties | ¥ 2,696 | ¥ 3,430 |
Preferred shares, shares authorized | 1,666,667 | 1,666,667 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Ordinary shares, shares authorized | 66,666,667 | 66,666,667 |
Ordinary shares, shares issued | 38,756,289 | 34,206,939 |
Ordinary shares, shares outstanding | 38,756,289 | 34,206,939 |
Common Class C [Member] | ||
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 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Deferred revenue | ¥ | ¥ 116,753 | ¥ 109,878 |
Accounts payable | ¥ | 8,996 | 19,809 |
Accrued and other liabilities | ¥ | 192,302 | 219,009 |
Income taxes payable | ¥ | 206,871 | 201,810 |
Amounts due to related parties | ¥ | ¥ 2,417 | ¥ 3,430 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 31, 2016CNY (¥)¥ / sharesshares | |
NET REVENUES | ||||
- Educational program and services | ¥ 525,134 | $ 76,378 | ¥ 432,754 | ¥ 412,016 |
- Intellectualized operational services | 6,374 | 927 | 11,170 | 0 |
Total net revenues | 531,508 | 77,305 | 443,924 | 412,016 |
COST OF REVENUES | ||||
- Educational program and services | (331,939) | (48,279) | (249,400) | (238,742) |
- Intellectualized operational services | (6,204) | (902) | (6,995) | 0 |
Total cost of revenues | (338,143) | (49,181) | (256,395) | (238,742) |
GROSS PROFIT | 193,365 | 28,124 | 187,529 | 173,274 |
OPERATING EXPENSES | ||||
Selling and marketing | (43,751) | (6,363) | (36,710) | (41,818) |
General and administrative | (132,718) | (19,303) | (142,252) | (145,513) |
Research and development | (1,513) | (220) | (6,262) | (7,572) |
Impairment loss | 0 | 0 | 0 | (22,402) |
Total operating expenses | (177,982) | (25,886) | (185,224) | (217,305) |
OPERATING (LOSS) INCOME | 15,383 | 2,238 | 2,305 | (44,031) |
OTHER INCOME (EXPENSE) | ||||
Interest (expense) income, net | 6,652 | 967 | 5,191 | 5,941 |
Foreign exchange (loss) gain, net | 372 | 54 | (522) | 84 |
Other income, net | 1,447 | 210 | 1,652 | 2,570 |
Gain from derecognition of liabilities | 15,226 | 2,215 | 0 | 0 |
Gain on disposal of subsidiaries | 0 | 0 | 38,145 | 0 |
Gain from deregistration of subsidiaries | 2,858 | 416 | 0 | 0 |
Gain from fair value change of contingent consideration payable | 5,444 | 792 | 0 | 0 |
Gain on sale of investment available for sale | 1,056 | 154 | 8,768 | 4,329 |
Total other income | 33,055 | 4,808 | 53,234 | 12,924 |
(LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | 48,438 | 7,046 | 55,539 | (31,107) |
Income tax expense | (3,498) | (509) | (9,614) | (5,911) |
NET (LOSS) INCOME | 44,940 | 6,537 | 45,925 | (37,018) |
Less: Net loss attributable to non-controlling interests | (50) | (7) | (538) | (1,318) |
NET (LOSS) INCOME ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD. | 44,990 | 6,544 | 46,463 | (35,700) |
NET (LOSS) INCOME | 44,940 | 6,537 | 45,925 | (37,018) |
OTHER COMPREHENSIVE INCOME, NET OF TAX | ||||
Foreign translation adjustments | 1,304 | 190 | 3,876 | (1,160) |
Unrealized gains on short term investments | ||||
Unrealized holding gains arising during period | 776 | 113 | 2,901 | 5,622 |
Less: reclassification adjustment for gains included in net income | 651 | 95 | 5,606 | 3,870 |
Other comprehensive income | 1,429 | 208 | 1,171 | 592 |
TOTAL COMPREHENSIVE (LOSS) INCOME | ¥ 46,369 | $ 6,745 | ¥ 47,096 | ¥ (36,426) |
Net (loss) income per share-basic | (per share) | ¥ 1.09 | $ 0.16 | ¥ 1.20 | ¥ (0.93) |
Net (loss) income per share-diluted | (per share) | ¥ 1.08 | $ 0.16 | ¥ 1.18 | ¥ (0.93) |
Weighted average shares used in calculating basic net income (loss) per share | 41,342,597 | 41,342,597 | 38,826,800 | 38,469,234 |
Weighted average shares used in calculating diluted net income (loss) per share | 41,671,763 | 41,671,763 | 39,303,760 | 38,469,234 |
Share-based compensation expense included in: | ||||
Share-based compensation expense | ¥ 8,121 | $ 1,181 | ¥ 4,640 | ¥ 7,828 |
Selling and Marketing Expense [Member] | ||||
Share-based compensation expense included in: | ||||
Share-based compensation expense | 0 | 0 | 0 | 0 |
General and Administrative Expense [Member] | ||||
Share-based compensation expense included in: | ||||
Share-based compensation expense | 8,121 | 1,181 | 4,640 | 7,828 |
Research and Development Expense [Member] | ||||
Share-based compensation expense included in: | ||||
Share-based compensation expense | ¥ 0 | $ 0 | ¥ 0 | ¥ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ¥ in Thousands, $ in Thousands | CNY (¥) | USD ($) | Common Class A [Member]CNY (¥)shares | Common Class C [Member]CNY (¥)shares | Additional paid-in capital [Member]CNY (¥) | Statutory reserves [Member]CNY (¥) | Retained Earnings (Accumulated deficit) [Member]CNY (¥) | Accumulated other comprehensive income [Member]CNY (¥) | Non-controlling Interest [Member]CNY (¥) |
Balance at Dec. 31, 2015 | ¥ 142,823 | ¥ 627 | ¥ 90 | ¥ 3,445,408 | ¥ 81,005 | ¥ (3,388,447) | ¥ 5,113 | ¥ (973) | |
Balance (in shares) at Dec. 31, 2015 | shares | 33,556,762 | 4,708,415 | |||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Share-based compensation | 7,828 | 7,828 | |||||||
Issuance of ordinary shares for restricted stock award | ¥ 9 | (9) | |||||||
Issuance of ordinary shares for restricted stock award (in shares) | shares | 433,918 | ||||||||
Foreign currency translation adjustment | (1,160) | (1,160) | |||||||
Appropriation to statutory reserves | 2 | (2) | |||||||
Unrealized gain on investment, net of income taxes | 1,752 | 1,752 | |||||||
Capital injection from minority shareholders | 796 | 796 | |||||||
Net income (loss) | (37,018) | (35,700) | (1,318) | ||||||
Balance at Dec. 31, 2016 | 115,021 | ¥ 636 | ¥ 90 | 3,453,227 | 81,007 | (3,424,149) | 5,705 | (1,495) | |
Balance (in shares) at Dec. 31, 2016 | shares | 33,990,680 | 4,708,415 | |||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Share-based compensation | 4,640 | 4,640 | |||||||
Issuance of ordinary shares for restricted stock award | ¥ 4 | (4) | |||||||
Issuance of ordinary shares for restricted stock award (in shares) | shares | 216,259 | ||||||||
Foreign currency translation adjustment | 3,876 | 3,876 | |||||||
Appropriation to statutory reserves | 202 | (202) | |||||||
Unrealized gain on investment, net of income taxes | (2,705) | (2,705) | |||||||
Buy-outs of non-controlling interests | (798) | (1,556) | 758 | ||||||
Disposal of subsidiaries | (61,173) | 61,173 | |||||||
Net income (loss) | 45,925 | 46,463 | (538) | ||||||
Balance at Dec. 31, 2017 | 165,959 | ¥ 640 | ¥ 90 | 3,456,307 | 20,036 | (3,316,715) | 6,876 | (1,275) | |
Balance (in shares) at Dec. 31, 2017 | shares | 34,206,939 | 4,708,415 | |||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Share-based compensation | 8,121 | 8,121 | |||||||
Issuance of ordinary shares for restricted stock award | ¥ 8 | (8) | |||||||
Issuance of ordinary shares for restricted stock award (in shares) | shares | 409,350 | ||||||||
Issuance of ordinary shares on IPO | 45,402 | ¥ 80 | 45,322 | ||||||
Issuance of ordinary shares on IPO (in shares) | shares | 4,140,000 | ||||||||
Foreign currency translation adjustment | 1,304 | 1,304 | |||||||
Appropriation to statutory reserves | 113 | (113) | |||||||
Unrealized gain on investment, net of income taxes | 125 | 125 | |||||||
Buy-outs of non-controlling interests | (4,504) | (2,619) | (1,885) | ||||||
Disposal of subsidiaries | (46) | 0 | 0 | 0 | 0 | 0 | 0 | (46) | |
Capital injection from minority shareholders | 1,470 | 0 | 0 | 0 | 0 | 0 | 0 | 1,470 | |
Net income (loss) | 44,940 | $ 6,537 | 44,990 | (50) | |||||
Balance at Dec. 31, 2018 | ¥ 262,771 | $ 38,219 | ¥ 728 | ¥ 90 | ¥ 3,507,123 | ¥ 20,149 | ¥ (3,271,838) | ¥ 8,305 | ¥ (1,786) |
Balance (in shares) at Dec. 31, 2018 | shares | 38,756,289 | 4,708,415 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Cash flows from operating activities | ||||
Net (loss) income | ¥ 44,940 | $ 6,537 | ¥ 45,925 | ¥ (37,018) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization | 26,329 | 3,829 | 22,673 | 24,997 |
Share-based compensation expense | 8,121 | 1,181 | 4,640 | 7,828 |
Bad debt provision | 5,645 | 821 | 5,090 | 1,727 |
Foreign exchange (gain) loss, net | (372) | (54) | 522 | (84) |
Impairment loss | 0 | 0 | 0 | 22,402 |
Deferred income tax | (2,212) | (322) | (2,127) | 1,030 |
Disposal gain from subsidiaries | 0 | 0 | (38,145) | 0 |
Gain from deregistration of subsidiaries | (2,858) | (416) | 0 | 0 |
Gain from derecognition of liabilities | (15,226) | (2,215) | 0 | 0 |
Disposal loss from property and equipment | 105 | 15 | 90 | 534 |
Loss from equity method investment | 908 | 132 | 16 | 10 |
Gain from fair value change of contingent consideration payable | (5,444) | (792) | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 1,762 | 256 | (10,272) | (2,298) |
Prepaid and other current assets | (6,844) | (995) | 20,090 | 510 |
Amounts due from related parties | (1,105) | (161) | 1,523 | 24 |
Other non-current assets | (3,154) | (459) | (5,754) | (189) |
Accounts payable | (7,895) | (1,148) | 4,297 | (1,653) |
Accrued and other liabilities | (29,396) | (4,275) | (38,071) | 2,605 |
Income tax payable | 5,153 | 749 | 10,764 | 3,512 |
Deferred revenue | 9,681 | 1,408 | 3,386 | (6,402) |
Amounts due to related parties | (734) | (107) | (4,232) | 0 |
Other non-current liabilities | (1,959) | (285) | (205) | 0 |
Net cash provided by operating activities | 25,445 | 3,699 | 20,210 | 17,535 |
Cash flows from investing activities | ||||
Purchase of available-for-sale investments | (222,000) | (32,289) | (241,200) | (442,790) |
Proceeds from available-for-sale investments | 303,000 | 44,070 | 284,363 | 373,917 |
Purchase of held-to-maturity investments | (671,000) | (97,593) | (558,730) | (651,470) |
Maturity and proceeds from held-to-maturity investments | 694,000 | 100,938 | 530,430 | 738,560 |
Maturity of term deposits | 0 | 0 | 0 | 1,150 |
Prepayment for acquisition of property | 0 | 0 | 0 | (71,024) |
Purchase of property and equipment | (8,755) | (1,273) | (7,745) | (7,442) |
Prepayment for leasehold improvement | (9,877) | (1,437) | (13,325) | (3,854) |
Purchase of intangible assets | (295) | (43) | (1,110) | (1,225) |
Purchase of subsidiaries (including cash payment in relation to prior acquisitions), net of cash acquired | 0 | 0 | (833) | 0 |
Prepayment for purchase of minority interest | 0 | 0 | (4,504) | 0 |
Purchase of other non-current assets | (1,590) | (231) | (640) | (1,040) |
Proceed from disposal of subsidiaries, net of cash balance at disposed entities | (3) | 0 | (4,309) | 0 |
Payment as result of disposal of subsidiaries | (112,000) | (16,290) | 0 | 0 |
Purchase of minority interest | 0 | 0 | (798) | 0 |
Long-term loan receivables | 0 | 0 | (42,677) | 0 |
Net cash used in investing activities | (28,520) | (4,148) | (61,078) | (65,218) |
Cash flows from financing activities | ||||
Proceeds from issuance of ordinary shares, net of expenses | 45,402 | 6,603 | 0 | 0 |
Proceeds from minority shareholder capital injection | 1,470 | 214 | 0 | 796 |
Proceeds from long-term borrowings | 0 | 0 | 39,205 | 0 |
Repayments of short-term borrowings | 0 | 0 | 0 | (2,300) |
Net cash (used in) provided by financing activities | 46,872 | 6,817 | 39,205 | (1,504) |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | 58 | 11 | 66 | 84 |
Net change in cash, cash equivalents and restricted cash | 43,855 | 6,379 | (1,597) | (49,103) |
Cash, cash equivalents and restricted cash at beginning of year | 197,653 | 28,747 | 199,250 | 248,353 |
Cash, cash equivalents and restricted cash at end of year | 241,508 | 35,126 | 197,653 | 199,250 |
Supplemental disclosure of cash flow information | ||||
Income tax paid | (597) | (87) | (932) | (1,639) |
Interest paid | 0 | 0 | 0 | (115) |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Derecognition of assets other than cash of disposed subsidiaries/deregistered subsidiaries | 1,607 | 234 | 25,152 | 0 |
Derecognition of liabilities of disposed subsidiaries/deregistered subsidiaries, net of recognized amount due to the disposed subsidiaries/deregistered subsidiaries | 5,719 | 832 | 67,606 | 0 |
Contingent consideration of purchase of subsidiary | ¥ (5,444) | $ (792) | ¥ 6,766 | ¥ 0 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES a. Background The accompanying consolidated financial statements include the financial statements of Ambow Education Holding Ltd. (the “Company”), its subsidiaries and variable interest entities (“VIEs”) for which the Company or its subsidiaries are the primary beneficiaries. The Company, its subsidiaries and VIEs are hereinafter collectively referred to as the “Group”. The Company was incorporated in the Cayman Islands on June 26, 2007. On August 5, 2010, the Company and certain selling shareholders of the Company completed its initial public offering. From August 5, 2010 until October 6, 2014, the Company’s ADSs had been traded on the NYSE in the U.S. On October 6, 2014, the Company’s ADSs were removed from listing on the NYSE and began quotation in the OTC markets after the Company failed to timely file its Annual Report on Form 20-F for the fiscal years ended December 31, 2012 and 2013, which was during the time the Company was controlled by the Joint Provisional Liquidators during the ongoing Audit Committee Investigation that resulted in its inability to provide audited financial information for inclusion in such filings. On May 7, 2014, the Cayman Court approved the return of management to the Board of Directors of the Company. The Group conducted a restructuring that occurred in May 2014 by taking a loan facility from China Education Investment Holding Limited (“CEIHL”) which converted principal outstanding into economic interest in the Company. On June 29, 2017, the shareholders of VIEs, which include Shanghai Ambow Education Information Consulting Co., Ltd. (“Shanghai Ambow”) and Ambow Sihua Education and Technology Co., Ltd. (“Ambow Sihua”), terminated their share pledge agreements, call options agreements, loan agreements, powers of attorney and exclusive consulting and service agreements with Beijing Ambow Online Software Co., Ltd. (“Ambow Online”); and entered into such contractual agreements with Ambow Shengying Education and Technology Co., Ltd. (“Ambow Shengying”) instead. As of June 29, 2017, the shareholders of VIE, Beijing Normal University Ambow Education Technology Co., Ltd. (“Ambow Shida”), terminated their share pledge agreements, call options agreements, loan agreements, powers of attorney and exclusive consulting and service agreements with Ambow Online; and entered into such contractual agreements with Beijing Ambow Chuangying Education and Technology Co., Ltd. (“Ambow Chuangying”) instead. Through the renewal of such contractual agreements, the Company through its subsidiaries, continued to control the operation decisions of the VIEs. Therefore, the accounts and operations of the VIEs and their subsidiaries remain unchanged in the Group’s consolidated financial statements. On August 31, 2017, the Company sold the 100% equity interest in Ambow Online to a third party for nil consideration. After the disposal, Ambow Online and its remaining VIE Suzhou Wenjian Venture Investment Management Consulting Co., Ltd. (“Suzhou Wenjian”) were not consolidated by the Company. On September 30, 2017, the Company sold the 100% equity interest in 21 st st The Company established IValley Co., Ltd. (“IValley”) on March 13, 2017. IValley is a VIE of Ambow Education Management (Hong Kong) Limited. The Company established IValley Beijing Technology Co. Ltd. (“IValley Beijing”) on September 15, 2017. IValley Beijing is a wholly owned subsidiary of IValley. IValley Beijing’s business is to design, purchase, modify and integrate electronic equipment and devices, and develop mobile APP, performed by engineers and IT development and operational personnel, for end users to utilize office facilities, manage resources and administrative matters. The Company established Ambow BSC Inc. on February 14, 2017. Ambow BSC Inc. is a 100% subsidiary of the Company. On November 20, 2017, Ambow BSC Inc. acquired 100% of the outstanding shares of common stock of Bay State College Inc. Bay State College Inc. is a Massachusetts corporation that owns and operates Bay State College, a higher education institution offering career-focused post-secondary educational services. Please refer to Note 22 for details. In March 2018, the Company closed Ambow (Dalian) Education and Technology Co., Ltd. and completed its deregistration procedures of local governmental and corporate service institutions. In June 2018, the Company completed its public offering of 2,070,000 ADSs at US$4.25 per ADS. Each ADS comprises two Class A ordinary shares of the Company. On June 1, 2018, the Company’s ADSs commenced trading on the NYSE American under the symbol “AMBO”. b. Nature of operations The Group is a leading provider of educational and career enhancement services in the People’s Republic of China (“PRC”) and U.S. The Group offers a wide range of educational and career enhancement services and products focusing on improving educational opportunities for primary and advanced degree school students and employment opportunities for university graduates. The Group launched intellectualized operational services for schools and corporate clients to optimizing their teaching and operating environment in 2017. c. Major subsidiaries and VIEs As of December 31, 2018, the Company’s major subsidiaries and VIEs include the following entities: Name Date of incorporation or establishment Place of Incorporation (or establishment) /operation Principal activity Subsidiaries Ambow Education Management (Hong Kong) Ltd. November 9, 2009 Hong Kong Investment Holding Ambow Chuangying January 18, 2008 PRC Investment Holding Ambow Shengying October 13, 2008 PRC Investment Holding Ambow BSC Inc. February 14, 2017 United States Investment Holding Bay State College Inc. November 20, 2017 United States Career Enhancement Name Date of incorporation or establishment Place of Incorporation (or establishment) /operation Principal activity Variable interest entities (“VIEs”) and subsidiaries of VIEs Ambow Shida July 30, 2004 PRC Investment Holding Shanghai Ambow May 16, 2006 PRC Investment Holding Ambow Sihua April 17, 2007 PRC Investment Holding Ambow Rongye Education and Technology Co., Ltd. (“Ambow Rongye”) September 8, 2015 PRC Investment Holding Ambow Zhixin Education and Technology Co., Ltd. (“Ambow Zhixin”) October 14, 2015 PRC Investment Holding IValley March 13, 2017 Taiwan Investment Holding Jinan Wangrong Investment Consulting Co., Ltd. May 21,2010 PRC Career Enhancement Hebei Yuanlong Corporate Management Co., Ltd. (“Hebei YL Career Enhancement”) January 13, 2011 PRC Career Enhancement Beijing Genesis Education Group (“Genesis Career Enhancement”) May 1, 2011 PRC Career Enhancement Kunshan Ambow August 28, 2008 PRC Career Enhancement Beijing Ambow Dacheng Education and Technology Co., Ltd. December 2, 2013 PRC Career Enhancement Shanghai Huanyu Liren Education Training Co., Ltd. (“Huanyu Liren”) April 27, 2016 PRC Career Enhancement IValley Beijing September 15, 2017 PRC Others Name Date of incorporation or establishment Place of Incorporation (or establishment) /operation Principal activity Schools of VIEs Changsha Study School (“Changsha Tutoring”) June 1, 1984 PRC Tutoring Beijing YZ Tutoring December 30, 1994 PRC Tutoring Hunan Changsha Tongsheng Lake Experimental School (“Changsha K-12”) June 18, 1999 PRC K-12 School Shenyang Universe High School (“Shenyang K-12”) December 8, 2003 PRC K-12 School Shuyang Galaxy School (“Shuyang K-12”) November 1, 2008 PRC K-12 School Beijing Haidian Ambow Xinganxian Training School March 28, 2005 PRC Tutoring Beijing Huairou Xinganxian Training School March 10, 2011 PRC Tutoring The names of certain schools or companies referred to above represent management’s best effort in translating the Chinese names of these entities as no English names for these entities have been registered. d. VIE arrangements VIEs of the Company PRC regulations restrict foreign owned companies from directly investing in certain businesses providing educational services in PRC. In order to comply with these regulations, through its PRC subsidiaries, the Company has entered into exclusive technical consulting and service agreements (the “Service Agreements”) with a number of VIEs in PRC, which are able to provide such educational services. The Company has chosen to operate the intellectualized operational service business in PRC through IValley, a Taiwan VIE. According to Taiwan related regulations, any individual, organization, or other institution of the Mainland Area, or any company it invests in any third area may not engage in any investment activity in the Taiwan Area unless permitted by the competent authorities. Hong Kong is considered a third area under Taiwan law. In order to comply with those regulations, through Ambow Education Management (Hong Kong) Ltd., the Company has entered into exclusive Service Agreements with IValley, which is able to provide the intellectualized operational services through its subsidiaries. The shareholders of the VIEs, through share pledge agreements, have pledged all of their rights and interests in the VIEs, including voting rights and dividend rights, to the Company or its subsidiaries as collateral for their obligation to perform in accordance with the Service Agreements. Further, the shareholders of the VIEs, through exclusive call option agreements, granted to the Company or its subsidiaries an exclusive, irrevocable and unconditional right to purchase part or all of the equity interests in the VIEs for an amount equal to the original cost of their investment should the purchase become permissible under the relevant PRC law. Through the contractual agreements described above, the following companies: Ambow Shida, Ambow Shanghai, Ambow Sihua, Ambow Rongye, Ambow Zhixin and IValley are considered to be VIEs in accordance with US GAAP for the following reasons: Shareholders of the VIEs lack the right to receive any expected residual returns from the VIEs; Shareholders of VIEs lack the ability to make decisions about the activities of the VIEs that have a significant effect on their operation; and Substantially all of the VIEs’ businesses are conducted on behalf of the Company or its subsidiaries. Through the equity pledge arrangements, call option agreements and powers of attorney with the shareholders of VIEs, the Company controls decisions in relation to the operations of the VIEs, VIE’s subsidiaries and schools controlled. Specifically, the Company can make the following decisions which most significantly affect the economic performance of the VIEs: The Company has the power to appoint the members of the VIE’s board of directors and senior management as a result of the powers of attorney; The Company is closely involved in the daily operation of the VIE via appointing management personnel such as VP and other staff to oversee the operation of the VIEs; Generally, the VIE’s board of directors and senior management may (1) modify the articles of the schools / centers; (2) approve the department structure of the schools / centers, and (3) approve the division, combination, termination of the schools / centers; he principals of the schools are involved in curriculum design, course delivery, hiring teachers, student recruitment, and approving school budgets and monthly spending plan; and The principals sign significant contracts on behalf of the schools / training centers such as service arrangement, leasing contract etc. Further, the Company is also able to make the following decisions that enable it to receive substantially all of the economic returns from the VIEs: The Company has the exclusive right to provide management / consulting services to VIEs. Given the Company controls the VIE’s board of directors, the Company has the discretion to set the service fees which enable the Company to extract the majority of the profits from the Company; The Company has the right to renew the service contracts indefinitely, which ensures the Company will be able to extract profits on a perpetual basis. The Company, either directly or through its subsidiaries, is the primary beneficiary of the VIEs because it holds all the variable interests in the VIEs. As a result, the accounts and operations of the VIEs and their subsidiaries are included in the accompanying consolidated financial statements. Other than the contractual control arrangements as disclosed, the Group’s officers, directors or shareholders do not have any written or oral agreement with the VIE shareholders. Subsidiaries of the VIEs The Company conducts education and intellectualized operational service business in PRC primarily through contractual arrangements among the Group’s subsidiaries and VIEs in PRC and Taiwan. The Group’s VIEs have power over the activities of subsidiaries (mainly including schools and centers) through their role as the registered sponsors of schools or controlling shareholders of corporate centers. The VIEs control the equity in these schools and are also entitled to the economic benefits from the schools. The schools and centers, which are controlled by the VIEs, hold the necessary business and education licenses or permits to perform education activities. The schools and centers also sign all significant contracts, including leases, relating to the performance of these activities. In addition, the responsibilities of the schools and centers, under the direction of the VIEs and Company’s management (through the power invested in them by the VIEs) include the following: Providing suitable facilities to house staff and deliver courses to students; Designing an appropriate curriculum for the delivery of courses, in accordance with the Ministry of Education (“MOE”), or the MOE stipulations, where applicable; Hiring, training and terminating the employment of teachers and other support staff to run the schools and centers; and Selecting and recruiting students, in accordance with the Company’s entry requirements and to maximize the usage of capacity. Based on the nature of schools, the Company has categorized the schools into two categories, and applies the voting interest model when consolidating the schools requiring reasonable returns and applies the VIE model when consolidating the schools not requiring reasonable returns. For the schools requiring reasonable returns, the VIEs have a 100% equity interest in the schools, which allows them to make key operating decisions on behalf of the schools. Therefore, the Company through the VIEs consolidates the schools applying voting interest model. According to the Law for Promoting Private Education, which regulates the education industry in China, schools not requiring reasonable returns are prohibited from distributing annual dividends. The Company through the VIEs has the power to direct the schools’ most significant activities as long as the VIEs remain the equity holders of the schools and has the obligation to absorb operating losses and the rights to receive the schools’ expected residual returns. The Company is able to extract profits through technical service agreements / software agreements. Therefore, the Company through the VIEs is the primary beneficiary of the schools not requiring reasonable returns and consolidates them under the VIE model. Aggregation of VIEs The Company identifies and aggregates its subsidiaries and VIEs with similar nature for consolidation and reporting purpose. The VIEs and their schools and centers have very similar characteristics and are facing similar kinds/levels of risks: The principal business of the VIEs are sponsors of the schools and centers, or the controlling shareholders of the companies which are the sponsors of the schools and centers; All the schools of the VIEs require licenses from MOE (or commercial and business regulators if they are registered as companies); The schools and centers, in addition to holding the business/education licenses, have to operate by conducting all necessary activities, including but not limited to, acquiring and provisioning of appropriate facilities, hiring and management of teachers and supporting staff, recruitment of students and course/training delivery; The schools and centers operated their business in the education industry and hence subject to the regulations and risks associated with the industry; and For the VIEs, schools and centers registered and located in PRC, they are facing similar risks in related to governmental, economic and currency. For VIE registered in Taiwan, its subsidiaries locate in PRC and facing similar risks in related to governmental, economic and currency with other VIEs. In addition, the Company enters into different contractual agreements with the six VIEs but these agreements are of similar format and structure. Therefore, the contract risk, if any, arising from the contractual relationship with the VIEs is also similar. As a result, the Company considers it is appropriate to, according to ASC 810, aggregate all these VIEs together for reporting in the periodic financial statements. Risk in relation to the VIE structure There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including those that govern the Group’s VIE contractual arrangements. If the Group’s ownership structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violation, including (i) revoking the business and operating licenses of the Company’s PRC subsidiaries and VIEs; (ii) discontinuing or restricting the operations of any related-party transactions among the Company’s PRC subsidiaries and VIEs; (iii) imposing fines or other requirements with which the Group or the Company’s PRC subsidiaries and VIEs may not be able to comply; (iv) revoking the preferential tax treatment enjoyed by the Company’s PRC subsidiaries and VIEs; (v) requiring the Group or the Company’s PRC subsidiaries and VIEs to restructure the ownership structure or operations. If any of the above penalties is imposed on the Group, the Group’s business operations and expansion, financial condition and results of operations will be materially and adversely affected. The Draft Foreign Investment Law issued at January 19, 2015 required the Group to apply access permit under the new foreign investment access system to ratify whether the Group’s subsidiaries and operations are already out of the fields of prohibited and restricted foreign investments. However, if not, the above draft law did not give any definite solution and the risk in revoking the current business and operating licenses would be low. Furthermore, The Draft Foreign Investment Law” is to set up a new law not to revise any of the other laws, so it would spend more time from its consultation to final, so at least during this period, the Group’s VIE contractual arrangements will be legal. There are uncertainties as to whether the Company can maintain the Taiwan VIE structure in the future. If Ambow Education Management (Hong Kong) Ltd. is classified as "organization of the Mainland Area", there may be a material impact to the viability to our current corporate structure, corporate governance and business operations. The Company may potentially be subject to fines and/or administrative or criminal liabilities. The Company’s operations depend on the VIEs and their respective shareholders to honor their contractual agreements with the Company. All of these agreements between the Company and Ambow Shida, Ambow Shanghai, Ambow Sihua, Ambow Rongye and Ambow Zhixin are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Agreements between the Company and IValley are governed by Taiwan laws and regulations and provide for the resolution of disputes through arbitration in the Taipei. The management believes that the VIE agreements are in compliance with PRC and Taiwan laws and are legally enforceable. However, the interpretation and implementation of the laws and regulations in the PRC and their application to the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual agreements. Meanwhile, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to the Company to enforce the contractual arrangements should the VIEs or their shareholders fail to perform their obligation under those arrangements. In addition, if the Company is unable to maintain effective control over its VIEs, the Company would not be able to continue to consolidate the Group’s VIEs’ financial results with its financial results. The Company’s ability to conduct its education business may be negatively affected if the PRC government were to carry out of any of the aforementioned actions. As a result, the Company may not be able to consolidate Ambow Shanghai, Ambow Shida, Ambow Sihua, Ambow Rongye, Ambow Zhixin and IValley, their respective schools and subsidiaries in its consolidated financial statements as it may lose the ability to exert effective control over these entities and their respective schools and subsidiaries and their shareholders, and it may lose the ability to receive economic benefits from these respective entities, schools and subsidiaries. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, the subsidiaries or the VIEs, and believes that the risk of losing the ability to maintain effective control over its VIEs is remote. Currently there are no contractual arrangements that could require the Company to provide additional financial support to the VIEs. As the Company is conducting its PRC educational and career enhancement services through the VIEs and their subsidiaries, and PRC intellectualized operational services through IValley and its subsidiaries, the Company may provide such support on a discretional basis in the future, which could expose the Company to a loss. Financial information of the VIEs and their subsidiaries/schools: The combined financial information of the Group’s VIEs and, as applicable, subsidiaries/schools of the Group’s VIEs was included in the accompanying consolidated financial statements of the Group as follows: As of December 31, 2017 2018 RMB RMB Total assets 706,096 743,097 Total liabilities 553,936 527,339 Years ended December 31, 2016 2017 2018 RMB RMB RMB Net revenue 409,391 426,118 447,834 Net (loss) income (12,805 ) 41,636 66,185 The following table sets forth cash and cash equivalents held by the Group’s VIEs and non-VIE in PRC by RMB currency as of December 31, 2017 and 2018: As of December 31, 2017 2018 RMB RMB VIEs in PRC 169,178 187,815 Non-VIEs in PRC 4,178 2,179 Total RMB 173,356 189,994 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | 2. GOING CONCERN Liquidity and Capital Resources As of December 31, 2018, the Group’s consolidated current liabilities exceeded its consolidated current assets by approximately RMB 89,747. The Group’s consolidated net assets were amounting to RMB 262,771 as of December 31, 2018. In addition, the Group has lease commitment of RMB 170,633 as of December 31, 2018, of which RMB 35,325 was within one year. The Group’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to maintain a net income position for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses in line with revenue forecasts, the Company may not be able to achieve profitability. The Group’s principal sources of liquidity have been cash provided by operating activities. As of December 31, 2018, the Group had RMB 211,436 in unrestricted cash and cash equivalents. The Group’s cash and cash equivalents consist of cash on hand and liquid investments that are unrestricted as to withdrawal or use, have maturities of three months or less and are placed with banks and other financial institutions. As of December 31, 2018, the Group had RMB 196,339 in unrestricted cash and cash equivalents from VIEs. Management plan and actions The Group had approximately RMB 47,208 and RMB 70,000 short term investments, available for sale and short term investments, held to maturity as of December 31, 2018, which was held as short-term investments to be liquid on the expiration date before the end of 2019. Historically, the Group has addressed liquidity requirements through a series of cost reduction initiatives, debt borrowings and the sale of subsidiaries and other non-performing assets. In 2018 the Group successfully completed its public offering of 2,070,000 ADSs at US$4.25 per ADS, and received net proceeds of RMB 45,402 (US$ 7,113 Conclusion The Group believes that available cash and cash equivalents, short term investments, available for sale and short term investments, held to maturity, cash provided by operating activities, together with cash available from the activities mentioned above, 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, curtailing the Group’s business development activities, suspending the pursuit of its business plan, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Group will raise additional capital if needed. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
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”). All amounts in the accompanying consolidated financial statements and notes are expressed in Renminbi (“RMB”). Amounts in United States dollars (“US$”) are presented solely for the convenience of readers and use an exchange rate of RMB 6.8755, representing the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board as of December 31, 2018. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate. b. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. On an on-going basis, the Group evaluates its estimates, including those related to the useful lives of long-lived assets including property and equipment, stock-based compensation, impairment of goodwill and other intangible assets, income taxes, provision for doubtful accounts and contingencies. The Group bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results may differ from these estimates. c. Basis of consolidation All significant inter-company transactions and balances have been eliminated upon consolidation. Non-controlling interests represent the equity interests in the Company’s subsidiaries and VIEs that are not attributable, either directly or indirectly, to the Company. The consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIEs. d. Cash and cash equivalents Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. e. Restricted cash Restricted cash relates to special deposit accounts required by the Education Commission for the purpose of preventing abusive use of tuition and fees of educational and training institutions, and cash frozen by a court order during an ongoing legal proceeding. Please refer to Note 19 for detail. f. Short term investments Short term investments consist of held-to-maturity investments and available-for-sale investments. The Group’s held-to-maturity investments consist of financial products purchased from banks. The Group’s short-term held-to-maturity investments are classified as short-term investments on the consolidated balance sheets based on their contractual maturity dates which are less than one year and are stated at their amortized costs. Investments classified as available-for-sale investments are carried at their fair values and the unrealized gains or losses from the changes in fair values are reported net of tax in accumulated other comprehensive income until realized. The Group reviews its investments for other-than-temporary impairment (“OTTI”) based on the specific identification method. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds the investment’s fair value, the Group considers, among other factors, general market conditions, expected future performance of the investees, the duration and the extent to which the fair value of the investment is less than the cost, and the Group’s intent and ability to hold the investment. OTTI is recognized as a loss in the income statement. g. Accounts receivable Accounts receivable mainly represent the amounts due from the customers or students of the Company’s various subsidiaries and VIEs. h. Allowance for doubtful accounts An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Doubtful accounts balances are written off and deducted from allowance, when receivable are deemed uncollectible, after all collection efforts have been exhausted and the potential for recovery is considered remote. i. Land use rights Land use rights are recorded at cost less accumulated amortization. Amortization is provided on straight-line basis over the useful life of land use right. j. Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Buildings 20-40 years Motor vehicles 5 years Office and computer equipment 3-10 years Leasehold improvements Shorter of the remaining lease terms or estimated useful lives k. Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed, and any non-controlling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any non-controlling interest of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Common forms of the consideration made in acquisitions include cash and common equity instruments. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Acquisition-related expenses and restructuring costs are expensed as incurred. Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and is recorded as a liability, it is subsequently remeasured at fair value at each reporting date with changes in fair value reflected in earnings. Business combinations occurred during the year ended December 31, 2017 are disclosed in Note 22. There was no business combination occurred during the year ended December 31, 2018. l. Intangible assets Intangible assets represent brand, software, trade name, student population, corporative agreement, customer relationship, favorable lease, and non-compete agreement. The software was initially recorded at historic acquisition costs or cost directly incurred to develop the software during the application development stage that can provide future benefits, and amortized on a straight-line basis over estimated useful lives. Other finite lived intangible assets are initially recorded at fair value when acquired in a business combination, in which the finite intangible assets are amortized on a straight-line basis except student populations and customer relationships which are amortized using an accelerated method to reflect the expected departure rate over the remaining useful life of the asset. The Group reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The intangible assets have original estimated useful lives as follows (See Note 10): Software 2 years to 10 years Student populations 1.8 years to 15 years Cooperative agreements 1.3 years to 10 years Favorable leases 0.8 years to 20 years Trade names Indefinite Brand Indefinite 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 annually in the fourth quarter or more frequently if events or circumstances indicate that the assets may be impaired. Such impairment test consists of a comparison of the fair values of the trade names with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trade names and brand exceed their fair values. The Group performed impairment testing of indefinite-lived intangible assets in accordance with ASC 350, 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 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. m. 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 three reportable segments in 2016, and four reportable segments in 2017 and 2018. For further details, see Note 20. n. Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination or an acquisition by an entity that are not individually identified and separately recognized. Goodwill acquired in a business combination is tested for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Group performed impairment analysis on goodwill as of September 30 every year either beginning with a qualitative assessment, or starting with the quantitative assessment instead. The quantitative goodwill impairment test compares the fair values of each reporting unit to its carrying amount, including goodwill. A reporting unit constitutes a business for which discrete profit and loss financial information is available. The fair value of each reporting unit is established using a combination of expected present value of future cash flows. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Determining when to test for impairment, the Group’s reporting units, the fair value of a reporting unit and the fair value of assets and liabilities within a reporting unit, requires judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparable. The Group bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Significant changes in the economic characteristics of components or reorganization of an entity’s reporting structure can sometimes result in a re-assessment of the affected operating segment and its components to determine whether reporting units need to be redefined where the components are no longer economically similar. Future changes in the judgments and estimates underlying the Group’s analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units and could result in additional impairment of goodwill. o. 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. p. Extinguishments of liabilities The Group derecognizes a liability only if it has been extinguished. A liability has been extinguished if either the Group pays the creditor and is relieved of its obligation for the liability, or the Group is legally released from the liability judicially or by the creditor. In 2018, the Group derecognized liabilities with long aging over certain years and no claim of debts have been received by the q. Revenue recognition The Group has adopted ASC 606 Revenue from Contracts with Customers using the modified retrospective transition method from January 1, 2018. The Group’s revenue is generated from delivering educational programs and services and intellectualized operational services. 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 principal, 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 four operating segments, including Tutoring, K-12 Schools, Career Enhancement and Others. Tutoring and K-12 schools provide tutoring services and K-12 educational programs to pre-school children, primary and secondary students in China. Bay State College in Career Enhancement offers career-focused post-secondary educational services to undergraduate students in U.S. The rest of Career Enhancement provide vocational education services to partner colleges’ students, or to provide boarding and accommodation services to colleges or corporate customers, or to provide short term outward bound and in-house training services to corporate clients. Segment Others provides intellectualized operational services to corporate clients, colleges and universities. For customers including pre-school children, primary and secondary students and 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 customers including colleges and corporate clients, there are written formal contracts with these customers which include charge rate, contract amounts, each party’s rights and obligations and payment terms. For customers including pre-school children, primary and secondary students and undergraduate students, the Group’s performance obligations are to provide acknowledged academic education from kindergarten till grade twelve to school-aged students within academic years, post-secondary education with Associates and Bachelor’s programs and extracurricular tutoring services within agreed-upon periods. For customers including colleges and corporate clients, the Group’s performance obligations are to provide customized vocational educational services to college students within academic years; or to provide boarding and accommodation services to customers for agreed-upon periods; or to provide short term outward bound and in-house training services to corporate clients within agreed-upon periods; or to provide intellectualized operational services and warranty of agreed period of time. For customers including pre-school children, primary and secondary students and undergraduate students, transaction price of each customer is tuition and fee received normally up front. For customers including colleges and corporate clients, transaction price of each customer is service fee in the contract, net of value added tax, and would be received either up front or within payment terms depending on customers’ situation. Circumstances like other variable consideration, significant financing component, noncash consideration, consideration payable to a customer did not exist. For customers including pre-school children, primary and secondary students, undergraduate students, colleges and corporate clients, the Group identified one performance obligation. The transaction prices are allocated to the one performance obligation. For operating segment Others with corporate or college customers, the Group identified two distinct performance obligations, which is to provide intellectualized operational services and warranty, since customers obtain different benefits from the two services separately and these two services are usually quoted to customers with stand-alone prices, which are determined by cost of services plus certain amount of profit. The transaction price from the contract is allocated according to stand-alone selling prices of each obligation. For customers including pre-school children, primary and secondary students and undergraduate students, the Group satisfy performance obligations to students over time, and recognize revenue according to tutoring hours or school days consumed in each month of a semester. For operating segment Career Enhancement with college and corporate clients, the Group satisfy performance obligations to customers over time, and recognize revenue according to the number of months within the academic year, or training days consumed in each month, or boarding service days within each month. For segment Others with college and corporate client, the Group satisfy intellectualized operational service performance obligations to customers over time, use the cost-based input method to depict its performance in transferring control of services promised to the clients. Such input measure is determined by the proportional relation of the contract costs incurred to date relative to the estimated total contract costs at completion. For performance obligation of warranty, the change of control would be transferred to the customer over time. The Group recognize revenue using a straight line method within the whole warranty period. Disaggregation of revenues The following table illustrates the disaggregation of revenue by operating segments for the year of 2016, 2017 and 2018: (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Others Consolidated RMB RMB RMB RMB RMB Net Revenues in 2016 47,985 222,592 270,577 141,439 - 412,016 Net Revenues in 2017 55,371 232,433 287,804 144,950 11,170 443,924 Net Revenues in 2018 46,820 277,790 324,610 200,524 6,374 531,508 Contract Balances The transferred control of promised services to customers result in the Group’s unconditional rights and conditional consideration receivable on passage of time. Accordingly as of December 31, 2017 and 2018, the Group has no other contract assets except for Accounts Receivable, in RMB 24,511 and RMB 18,132, respectively. Please refer to Note 6 for detail. As of December 31, 2018, the Group’s Deferred Revenue represented its contract liabilities, which represent the Group has received consideration but has not transferred the related services to customers. RMB 109,484 and RMB 114,396 have been recognized as revenue from Deferred Revenue at the beginning of the years ended December 31, 2017 and 2018, respectively. The remaining unsatisfied performance obligations as of December 31, 2017 and 2018 were RMB 119,581 and RMB 125,414, respectively. Following are the deferred revenue balances by segments as of December 31, 2017 and 2018. As of December 31, 2017 2018 RMB RMB Career Enhancement 21,496 24,333 K-12 77,394 87,027 Tutoring 15,506 12,890 Total 114,396 124,250 r. Cost of revenues Cost of revenues for educational programs and services primarily consist of teaching fees and performance-linked bonuses paid to the teachers, rental payments for the schools and learning centers, depreciation and amortization of property, equipment and land use rights used in the provision of educational services, costs of educational materials. Cost of revenues for intellectualized operational services primarily include cost of hardware, devices, materials and application services which were procured and integrated, subcontract cost to other service providers and labor cost of engineers and IT development and operational personnel. s. Leases Operating lease Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Minimum lease payments, including scheduled rent increases, made under operating leases are charged to the consolidated statements of operations and other comprehensive income (loss) on a straight-line basis over the lease term. Contingent rentals are excluded from minimum lease payments, and are recognized as expense when the achievement of the specified target is considered probable. Capital lease When the lease term is equal to 75 percent or more of the estimated economic life of the leased property, the lease is classified as a capital lease, where the lessee assumes substantially all the benefits and risks of ownership. The depreciation is calculated on a straight-line basis over the lease term. In a capital lease, assets and liabilities are recorded at the amount of the lesser of (a) the fair value of the leased asset at the inception of the lease or (b) the present value of the minimum lease payments (excluding executing costs) over the lease term. Recorded assets are depreciated over the lease terms. During the lease term, each minimum lease payment is allocated between a reduction of the obligation and interest expense to produce a constant periodic rate of interest on the remaining balance of the obligation. t. Research and development Research and development expenses comprise of (a) payroll, employee benefits, and other headcount-related costs associated with the development of online education technology platforms and courseware, and (b) outsourced development costs. Except for costs related to internal use software and website development costs, the Group expenses all other research and development costs when incurred for the years presented. For internal use software, the Group expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing software. Direct costs incurred to develop the software during the application development stage that can provide future benefits are capitalized. Capitalized internal use software and website development costs are included in intangible assets. u. Advertising costs The Group expenses advertising costs as incurred. Total advertising expenses were RMB 1,857, RMB 2,701 and RMB 8,450 for the years ended December 31, 2016, 2017 and 2018, respectively, and have been included as part of selling and marketing expenses. v. Foreign currency translation and transactions The Group uses RMB as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands, Hong Kong, the British Virgin Islands and United States is the US$; the functional currency of the Company’s subsidiary in Taiwan is the TWD; while the functional currency of the other entities in the Group is the RMB. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use US$ and TWD as their functional currency, has been translated into RMB. Assets and liabilities are translated from each subsidiary’s functional currency at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated using the average rate for each quarter. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the statement of shareholders’ equity and comprehensive income. Foreign currency transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are remeasured at the applicable rates of exchange in effect at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from remeasurement at year-end are recognized in foreign currency exchange gain/loss, net on the consolidated statement of operations. w. Foreign currency risk The RMB is regulated by the PRC government and is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of PRC, controls the conversion of RMB into foreign currencies. Limitations on foreign exchange transactions imposed by the PRC government could cause future exchange rates to vary significantly from current or historical exchange rates. Further, the value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the PRC Foreign Exchange Trading System market. x. Fair value of financial instruments Financial instruments include cash and cash equivalents, short term investments, available for sale and short term investments, held to maturity, accounts receivable, accounts payable, borrowings, amounts due from and due to related parties, and loan receivable, current. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. y. Net income (loss) 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 equivalent shares consist of the ordinary shares issuable upon the exercise of outstanding share options (using the treasury stock method) and the ordinary shares issuable upon the vest of restricted shares. Ordinary equivalent shares are excluded from the computation of the diluted net income per share in years when their effect would be anti-dilutive. Ordinary equivalent shares are also excluded from the calculation in loss periods, as their effects would be anti-dilutive. z. 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. All the deferred tax liabilities and assets have been classified as noncurrent in the consolidated balance sheets. 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, 2017 and 2018, respectively. aa. Uncertain tax positions The Group adopted the guidance on accounting for uncertainty in income taxes, which prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Group’s uncertain tax positions and determining its provision for income taxes. The Group establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Group believes that certain positions might be challenged despite its belief that its tax return positions are in accordance with applicable tax laws. The Group adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation, or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties where applicable. bb. Comprehensive income U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of other comprehensive income or loss consist of unrealized gain or loss on short term investments, available for sale and foreign currency translation adjustments. cc. Share-based compensation The Group grants share options/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. dd. Loss contingencies An estimated loss contingency is accrued and charged to the consolidated statements of operations and other comprehensive income (l |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
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, 2016 2017 2018 RMB RMB RMB Cash and cash equivalents 196,900 195,303 211,436 Restricted cash 2,350 2,350 30,072 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows 199,250 197,653 241,508 |
SHORT TERM INVESTMENTS
SHORT TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Short-term Investments [Abstract] | |
SHORT TERM INVESTMENTS | 5. SHORT TERM INVESTMENTS Short term investments consist of held-to-maturity investments and available-for-sale investments. Held to maturity investments Held-to-maturity investments consist of various fixed-income financial products purchased from Chinese commercial banks, which are classified as held-to-maturity investments as the Group has the positive intent and ability to hold the investments to maturity. The maturities of these financial products range from thirty to ninety-eight days, with annual interest rates ranging from 3.90% to 4.48% and matured and fully collected with principal and interest as of the date of this report. They are classified as short term investments on the consolidated balance sheets as its contractual maturity dates are less than one year. The repayments of principal of the financial products are not guaranteed by the Chinese commercial banks from which the fixed income financial products were purchased. Historically, the Company has received the principal and the interest in full upon maturity of these investments. While these fixed-income financial products are not publicly traded, the Company estimated that their fair value approximate their amortized costs considering their short term maturities and high credit quality. No OTTI loss was recognized for the year ended December 31, 2018. Available-for-sale investments Investments other than held-to-maturity are classified as available-for-sale investments, which consist of various adjustable-income financial products purchased from Chinese commercial banks. All the available for sale investments did not have maturity date. They are classified as short-term investments on the consolidated balance sheets as management intends to hold them for a period less than one year. Available-for-sale securities are carried at their fair values and the unrealized gains or losses from the changes in fair values are included in accumulated other comprehensive income. The aging of all the available-for-sale investments were less than 12 months as of December 31, 2018. No OTTI loss was recognized for the year ended December 31, 2018. The amortized cost, gross unrealized gain in accumulated other comprehensive income, and estimated fair value of investments as of December 31, 2017 and 2018, are reflected in the tables below: As of December 31, 2017 Amortized Cost Gross unrealized gain in accumulated other comprehensive income Estimated Fair value RMB RMB RMB Short-term investments: Held-to-maturity investments Fixed-rate financial products 93,000 - 93,000 Available-for-sale investments Adjustable-rate financial products 128,000 42 128,042 As of December 31, 2018 Amortized Cost Gross unrealized gain in accumulated other comprehensive income Estimated Fair value RMB RMB RMB Short-term investments: Held-to-maturity investments Fixed-rate financial products 70,000 - 70,000 Available-for-sale investments Adjustable-rate financial products 47,000 208 47,208 Interest income recognized on held-to-maturity investments for years ended December 31, 2016, 2017 and 2018 were as follows: Year Ended December 31, 2016 2017 2018 2018 RMB RMB RMB USD Interest income recognized on held-to-maturity investments 4,078 3,799 5,836 849 |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 6. ACCOUNTS RECEIVABLE, NET Accounts receivable consisted of the following: As of December 31, 2017 2018 RMB RMB Accounts receivable 25,257 21,667 Less: Allowance for doubtful accounts (746 ) (3,535 ) Accounts receivable, net 24,511 18,132 Allowance for doubtful accounts: As of December 31, 2017 2018 RMB RMB Balance at beginning of year - (746 ) Addition (Note i) (746 ) (4,616 ) Written off (Note i) - 1,827 Balance at end of year (746 ) (3,535 ) (Note i) Full provision was provided to receivables due from different customers due to the remote collectability, and certain provision was written off after all collection efforts have been exhausted and the potential for recovery was remote. |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense and Other Assets [Abstract] | |
PREPAID AND OTHER CURRENT ASSETS, NET | 7. PREPAID AND OTHER CURRENT ASSETS, NET Prepaid and other current assets consisted of the following: As of December 31, 2017 2018 RMB RMB Amount due from Xihua Group (Note i) 49,800 49,800 Value added tax refundable 5,165 5,165 Due from former owners 5,743 5,743 Staff advances 5,857 7,885 Rental deposits 3,804 3,522 Prepaid professional services fees 6,513 5,053 Prepaid rental fees 5,520 7,794 Receivable from Zhenjiang operating rights (Note ii) 35,000 35,000 Others (Note iii) 23,327 24,462 Total before allowance for doubtful accounts 140,729 144,424 Less: allowance for doubtful accounts (11,212 ) (9,654 ) Total 129,517 134,770 Allowance for doubtful accounts: As of December 31, 2017 2018 RMB RMB Balance at beginning of year (179,055 ) (11,212 ) Addition (Note iv) (2,690 ) (1,029 ) Written off 150,886 2,587 Decrease due to disposal of subsidiaries (Note v) 19,647 - Balance at end of year (11,212 ) (9,654 ) (Note i) A payable balance amounted to RMB 49,800 was recorded by a subsidiary prior to its acquisition by the Group, and such payable was indemnified by Xihua Investment Group (“Xihua Group). No provision was made for the indemnity. The indemnity balance was still outstanding as of the date of issuance of the financial statements. (Note ii) The balance represented the prepaid operating rights to the Zhenjiang Foreign Language School and Zhenjiang International School. The Group started a negotiation of returning the operating right back to the original owner Zhenjiang Education Investment Center in the third quarter of 2011. As a result, the prepaid operating rights have been reclassified as receivable since then. As of December 31, 2017 and 2018, the payable balance to Zhenjiang Foreign Language School amounted to RMB 36,770 and RMB 36,770, respectively (see Note 13); therefore, no provision was made. As of the date of issuance of the financial statements, the negotiation was still in progress. (Note iii) Others mainly included inventory, prepaid education supplies, prepaid outsourcing service fee, and other miscellaneous items with trivial amounts. (Note iv) Other addition of allowance during the years of 2017 and 2018 was mainly provided against third parties and former employees due to the remote recoverability. (Note v) In the year ended December 31, 2018, the Group negotiated and recovered receivables due from Xihua Group in RMB 20,000. It was part of receivables from Xihua Group which had been provided with allowance and written off in the year of 2012 in RMB 46,829, because our management had to focus on JPL process in 2012 and following years till 2014, and did not have enough resources to put towards collection of such receivables back then. In 2018, Xihua Group was searching for a business cooperation agreement with the Group, which led to the collection of the receivable in RMB 20,000 as a final settlement of historical receivables as aforementioned. As of December 31, 2018, RMB 20,000 has been fully collected by the Group. |
LOAN RECEIVABLE, CURRENT
LOAN RECEIVABLE, CURRENT | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
LOAN RECEIVABLE, CURRENT | 8 . LOAN RECEIVABLE, CURRENT The following table sets forth the loan agreement in loan receivable, current balance: Date Borrower Lender Amount (RMB) Annual Interest Rate Repayment Due Date 4/5/2017 Suzhou Zhixinliren Investments Co., Limited (“Suzhou Zhixinliren”) Ambow Shengying 42,677 0 % 4/4/2019 On April 5, 2017, Ambow Shengying entered into an agreement to provide an interest-free loan to Suzhou Zhixinliren in the amount of RMB 42,677, with a maturity of April 4, 2018. On March 7, 2018, Ambow Shengying entered into a supplementary agreement with Suzhou Zhixinliren to extend the term of loan for additional one year. The extended maturity date of the loan is April 4, 2019. Suzhou Zhixinliren is a non-affiliate third party to the Company. As of December 31, 2017 and 2018, the Company has RMB 42,677 and RMB 42,677 of long-term loan receivable and loan receivable, current from Suzhou Zhixinliren, respectively. In order to meet the Company’s acquisition fund and working capital needs in US Dollars, on April 5, 2017, the Company entered into an agreement to receive an interest-free loan from Sino Accord Investments Limited (“Sino Accord”) in the amount of US$ 6,000 (equivalent to RMB 41,179). The due date of the loan was April 4, 2018. On March 7, 2018, the Company entered into a supplementary agreement with Sino Accord to extend the term of loan for additional one year. The extended maturity date of the loan is April 4, 2019. Sino Accord is a non-affiliated party to the Company. Through an understanding among the Company, Ambow Shengying, Suzhou Zhixinliren and Sino Accord, the borrowing due to Sino Accord, current at amount of US$ 6,000 is correlated to the loan receivable, current at amount of RMB 42,677. It is the understanding among the parties that when the borrowing from third party, current is repaid, the loan receivable, current will similarly be collected. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 9. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: As of December 31, 2017 2018 RMB RMB Buildings 127,914 128,050 Capital lease of property 12,000 12,000 Motor vehicles 4,054 4,783 Office and computer equipment 69,804 67,555 Leasehold improvements 72,542 80,339 Sub-total 286,314 292,727 Less: accumulated depreciation (117,891 ) (126,794 ) Total 168,423 165,933 For the years ended December 31, 2016, 2017 and 2018, depreciation expenses were RMB 17,620, RMB 17,103 and RMB 19,973, respectively, which were recorded in cost of revenues, selling and marketing expenses, general and administrative expenses and research and development expenses. The capital leases of properties of Shenyang K-12 School was RMB 12,000, which commenced from December 30, 2010. As at December 31, 2017 and 2018, the accumulated depreciation of Shenyang K-12 School’s capital lease of properties were RMB 4,350 and RMB 4,950 respectively. For the years ended December 31, 2016, 2017 and 2018, depreciation expenses were RMB 600, RMB 600 and RMB 600 respectively and recorded in cost of revenues. As of December 31, 2018, the Group is in the process of applying for the building ownership certificates for certain buildings with a total net carrying value of approximately RMB 32,838. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS, NET | 10. INTANGIBLE ASSETS, NET Intangible assets consisted of the following: As of December 31, 2017 2018 RMB RMB Gross carrying amount Trade names 48,908 48,908 Brand 5,920 5,920 Student populations 39,818 39,818 Software 33,770 35,421 Customer relationships 5,270 5,270 Cooperative agreements 5,230 5,230 Favorable leases 63,237 63,237 Non-compete agreements 833 833 202,986 204,637 Less: Accumulated amortization Trade names - - Brand - - Student populations (37,580 ) (38,476 ) Software (32,712 ) (34,200 ) Customer relationships (5,270 ) (5,270 ) Cooperative agreements (3,554 ) (4,062 ) Favorable leases (26,268 ) (29,384 ) Non-compete agreements (833 ) (833 ) (106,217 ) (112,225 ) Intangible assets, net Trade names 48,908 48,908 Brand 5,920 5,920 Student populations 2,238 1,342 Software 1,058 1,221 Customer relationships - - Cooperative agreements 1,676 1,168 Favorable leases 36,969 33,853 Non-compete agreements - - 96,769 92,412 The Group recorded impairment loss of trade names in RMB 2,655 and RMB nil in the year of 2016 and 2017 respectively. For the year ended December 31, 2018, the Group performed impairment test on the Trade name, Brand and other finite lived intangible assets. No impairment loss incurred thereof. Amortization expenses for intangible assets amounted to RMB 6,786, RMB 4,782 and RMB 4,651 for the years ended December 31, 2016, 2017 and 2018, respectively, of which RMB 2,466, RMB 1,393 and RMB 1,393 are included in cost of sales and the remaining is included in general and administrative expenses. Based on the current amount of intangible assets subject to amortization, the estimated amortization expenses for each of the future annual periods is as follows: Amount RMB 2019 4,598 2020 4,514 2021 3,569 2022 3,370 2023 3,316 Thereafter 18,217 Total 37,584 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL [Abstract] | |
GOODWILL | 11. GOODWILL The changes in the carrying amount of goodwill by reporting unit for the years ended December 31, 2017 and 2018 were as follows: Better Schools Better Jobs K-12 Career Tutoring Schools Subtotal Enhancement Consolidated RMB RMB RMB RMB RMB Balance as of December 31, 2017 7,772 25,710 33,482 39,684 73,166 Balance as of December 31, 2018 7,772 25,710 33,482 39,684 73,166 In 2018, the Group elected to start with the quantitative impairment test for goodwill. The management determined that the Income Approach, specifically the Discounted Cash Flow (“DCF”) method, is appropriate. For Tutoring segment, the management has suspended some non-performing business units in the past few years, in order to solidify the operational base and enhance future growth prospects. The rest of the Tutoring segment kept a steady growing trend. For Career Enhancement segment, with the acquisition of Bay State College in November 2017, the revenues of Career Enhancement have increase significantly in the year of 2018. The management would continue to maintain and develop its business in following years. For K-12 segment, the management decided to use a flat and conservative growth rate. Other key assumptions besides cash flow projections included discount rates in the range from 14.8% to 17% and terminal growth rate of 3%. As a result of the above factors, fair value of each reporting unit was greater than its carrying amount, therefore no impairment loss was recognized for the year ended December 31, 2018. |
OTHER NON-CURRENT ASSETS, NET
OTHER NON-CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS, NET | 12. OTHER NON-CURRENT ASSETS, NET Other non-current assets consisted of the following: As of December 31, 2017 2018 RMB RMB Prepayment for purchase of minority interest (Note i) 4,504 - Equity method investments 1,764 2,446 Prepayment for development of internal use software 1,211 1,211 Long-term prepaid rental fees 2,161 4,312 Others 3,952 3,295 Total 13,592 11,264 (Note i) In 2017, the Group prepaid RMB 4,504 to purchase 10% economic interest of Shenyang K-12. The transfer of ownership of such economic interest has been completed in June 2018. |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER LIABILITIES | 13. ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following: As of December 31, 2017 2018 RMB RMB Payable to Ambow Online (Note 25) 137,532 25,532 Business tax, VAT and others 41,437 41,147 Payable balance with indemnity by Xihua Group (Note 7(i) 49,800 49,800 Accrual for rental 42,612 43,147 Payable to Zhenjiang Foreign Language School (Note 7(ii)) 36,770 36,770 Accrued payroll and welfare 27,383 28,767 Professional service fees payable 20,850 2,801 Receipt in advance 18,578 9,431 Amounts due to students 11,423 5,995 Lawsuit penalty payable 2,315 2,453 Others 30,298 10,482 Total 418,998 256,325 |
BORROWING FROM THIRD PARTY, CUR
BORROWING FROM THIRD PARTY, CURRENT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
BORROWING FROM THIRD PARTY, CURRENT | 14. BORROWING FROM THIRD PARTY, CURRENT The following table sets forth the loan agreement of borrowing from third party, current balance: Date Borrower Lender Amount (RMB) Original Amount (US$) Annual Interest Rate Repayment Due Date 4/5/2017 Ambow Education Holding Ltd. Sino Accord 41,179 6,000 0 % 4/4/2019 On April 5, 2017, the Company entered into an agreement to receive an interest-free loan from Sino Accord in the amount of US$ 6,000 (equivalent to RMB 41,179 as of December 31, 2018). The due date of the loan was April 4, 2018. Sino Accord is a non-affiliated party to the Company. The loan is to provide the Company with sufficient US dollar-denominated currency to meet its acquisition fund and working capital requirements. On March 7, 2018, the Company entered into a supplementary agreement with Sino Accord to extend the term of loan for additional one year. The extended maturity date of the loan was April 4, 2019. As of December 31, 2017 and 2018, the Company has RMB 39,205 and RMB 41,179 of long-term borrowings from Sino Accord and borrowing from Sino Accord, current, respectively. Through an understanding among the Company, Ambow Shengying, Suzhou Zhixinliren and Sino Accord, the borrowing due to Sino Accord, current at amount of US$ 6,000 is correlated to the loan receivable, current at amount of RMB 42,677, please refer to Note 8. It is the understanding among the parties that when the borrowing from third party, current is repaid, the loan receivable, current will similarly be collected. |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
ORDINARY SHARES | 15. ORDINARY SHARES As of January 1, 2017, there were 33,990,680 and 4,708,415 Class A and Class C Ordinary Shares issued and outstanding, respectively. On November 22, 2018, the Board of Directors approved to convert 293,059 outstanding and expired options with an exercise price of US$0.4749 into 293,059 shares of restricted stock. All restricted stock subject to this award shall fully vest as of November 22, 2018. On November 22, 2018, the Board of Directors approved to grant 200,000 shares of the restricted stock to senior employees of the Company. Twenty-five percent of the awards shall vest 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 Company through each vesting date. During 2018, nil shares of restricted stock were vested. As of December 31, 2017, there were 34,206,939 and 4,708,415 Class A and Class C Ordinary Shares issued and outstanding, respectively. As of December 31, 2018, there were 38,756,289 and 4,708,415 Class A and Class C Ordinary Shares issued and outstanding, respectively. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE BASED COMPENSATION | 16. SHARE BASED COMPENSATION 2005 Share Incentive Plan On February 4, 2005, the Group adopted the 2005 Share Incentive Plan, or the “2005 Plan”, under which the Group may grant options to purchase up to 50,000 ordinary shares of the Company to its employees, outside directors and consultants. The Board of Directors subsequently raised the number of options to be granted to 676,078 shares on November 14, 2008. Following the Company’s IPO, the Company no longer grants any awards under the 2005 plan. However, the 2005 plan will continue to govern the terms and conditions of any outstanding awards previously granted there under. In the event that any outstanding option or other right for any reason expires, is cancelled, or otherwise terminated, the shares allocable to the unexercised portion of the 2005 Plan or other right shall again be available for the purposes of the 2005 Plan. An individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any parent or subsidiary of the Company shall not be eligible for designation as an optionee or purchaser unless: (i) the per share exercise price shall be not less than 110% of the fair market value per share on the date of grant; (ii) the purchase price shall be not less than 100% of the fair market value per share on the date of grant; and (iii) in the case of an Incentive Shares Option (“ISO”), such ISO by its terms is not exercisable after the expiration of five years from the date of grant. The 2005 Plan was approved and will terminate automatically 10 years after its adoption, unless terminated earlier at the Board of Directors’ discretion. Option awards are granted with an exercise price determined by the Board of Directors; those option awards generally vest based on 4 years of continuous service and expire in 10 years. By December 31, 2015, all option awards of the 2005 Plan were expired. 2010 Equity Incentive Plan On June 1, 2010, the Group adopted the 2010 Equity Incentive Plan, or the “2010 Plan”, which became effective upon the completion of the IPO on August 5, 2010. The 2010 Plan allows the Company to offer a variety of incentive awards to employees, outside directors and consultants. Under the plan, the Group may grant up to 633,333 Class A Ordinary Shares of the Company to its employees, outside directors and consultants, plus (i) any shares that, as of the completion of the IPO, have been reserved but not issued pursuant to awards granted under the 2005 Plan and are not subject to any awards granted there under, and (ii) any shares subject to awards granted under the 2005 Plan that expire or otherwise terminate without having been exercised in full, and shares issued pursuant to awards granted under the 2005 Plan that are forfeited to or repurchased by the Company, with the maximum number of shares to be added to the 2010 Plan pursuant to clauses (i) and (ii) above equal to 333,333 Class A Ordinary Shares; provided, however, that there shall be an annual increase on the first day of each fiscal year beginning with the 2011 Fiscal Year, in an amount equal to the least of (i) 833,333 Class A Ordinary Shares, (ii) 5% of the outstanding Class A Ordinary Shares on the last day of the immediately preceding fiscal year or (iii) such number of Class A Ordinary Shares determined by the Board of Directors. In the event that any outstanding option or other right for any reason expires, is cancelled, or otherwise terminated, the shares allocable to the unexercised portion of the 2010 Plan or other right shall again be available for the purposes of the 2010 Plan. The 2010 Plan was approved by the Board of Directors and shareholders, and will terminate automatically 10 years after its adoption, unless terminated earlier at the Board of Directors’ discretion. The exercise price will not be less than the fair market value of the Company’s ordinary shares on the date of grant and the term may not exceed 10 years. In the case of an ISO granted to an employee of the Company or any parent or subsidiary of the Company who, at the time the ISO is granted, owns stock representing more than 10% of the voting power of all classes of shares of the Company or any parent or subsidiary, the exercise price shall be no less than 110% of the fair market value on the date of grant, and the term of the ISO shall be no less than 5 years from the date of grant. Amended and Restated 2010 Equity Incentive Plan 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. Under the Amended and Restated 2010 Plan, the maximum aggregate number of shares that may be issued under the Plan is such number of Shares as shall be equal to 6,500,000 shares, plus any shares subject to stock options or similar awards granted under the 2005 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2005 Plan that are forfeited to or converted by the Company, with the maximum number of Shares to be added to the Plan equal to 293,059 Shares. The number of shares available for issuance under the Amended and Restated 2010 Plan will be increased on the closing day of each future registration (including closing of over-allotment options) during the next two fiscal years ending December 31, 2020, in an amount equal to fifteen percent (15%) of the shares offered in each registration. Share options On November 22, 2018, the Board of Directors approved to convert 293,059 outstanding and expired options with an exercise price of US$0.4749 into 293,059 shares of restricted stock. All restricted stock subject to this award shall fully vest as of November 22, 2018. As of December 31, 2017 and 2018, options granted to employees to purchase 223,895 and nil ordinary shares and to non-employees to purchase 29,921 and nil ordinary shares were outstanding, and options to purchase 941,978 and nil ordinary shares were still available for future grants. It is the Company’s policy to issue new shares upon share option exercise. A summary of the share option activity as of December 31, 2016, 2017 and 2018 is as follows: Year ended December 31, 2016 Year ended December 31, 2017 Year ended December 31, 2018 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value RMB RMB RMB RMB RMB RMB Outstanding at beginning of year 387,350 3.08 2.59 3,836 256,617 3.30 2.84 4,499 253,816 3.09 1.86 1,186 Granted - - - - - - - - - - - - Exercised - - - - - - - - - - - - Forfeited or expired (130,733 ) 3.30 - - (2,801 ) 3.09 - - - - - - Converted - - - - - - - - (253,816 ) 3.09 - - Outstanding at end of year 256,617 3.30 2.84 4,499 253,816 3.09 1.86 1,186 - - - - Exercisable at end of year 256,617 3.30 2.84 4,499 253,816 3.09 1.86 1,186 - - - - Expected to be vested - - - - - - - - - - - - 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 year of 2016, 2017 and 2018. There were no share-based compensation expenses for the share options during the years from 2016 to 2018. As of December 31, 2017 and 2018, all share options were vested. Restricted stock awards On October 14, 2014, the Board of Directors granted restricted stock to each non-executive member of the Board. The number of shares of restricted stock subject to each award was 135,227, which was determined by dividing US$ 200 by the Cayman Court approved price US$ 1.480 per share of the Group’s ordinary shares on May 14, 2014. Total numbers of shares of restricted stock were 811,359. The awards vested at a rate of 1/36 per month on the 14th day of each month during the first three anniversaries of May 14, 2014, subject to continued service on the Board. As of December 31, 2017, these awards of restricted stock were fully vested, with 15,027 shares of restricted stock vested but not issued. On May 18, 2015, the Board of Directors granted 86,473 shares of the restricted stock to existing employees whose old options have expired by their terms. All restricted stock subject to this award fully vested as of May 18, 2015. As of December 31, 2016, these awards of restricted stock were fully vested, with 19,935 shares of restricted stock vested but not issued. On May 18, 2015, the Board of Directors granted 510,000 shares of the restricted stock to employees and new hires. Twenty-five percent of the awards shall vest on the one year anniversary of the grant 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 through each vesting date. In 2017 and 2018, 127,500 and 116,291 shares of restricted stock were vested respectively, with 122,353 and 116,291 of the vested shares separately issued to the board members. On November 22, 2018, the Board of Directors approved to convert 293,059 outstanding and expired options with an exercise price of US$0.4749 into 293,059 shares of restricted stock. All restricted stock subject to this award shall fully vest as of November 22, 2018. On November 22, 2018, the Board of Directors approved to grant 200,000 shares of the restricted stock to senior employees of the Company. Twenty-five percent of the awards shall vest 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 Company through each vesting date. During 2018, nil shares of restricted stock were vested. A summary of the restricted stock awards as of December 31, 2017 and 2018 is as follows: Year ended December 31, 2017 Shares Grant-date fair value Weighted Average Remaining Contractual Term RMB Outstanding at beginning of year 415,521 22.28 1.89 Granted - - - Issued (216,259 ) 21.25 - Forfeited or expired (2,625 ) 20.36 1.47 Outstanding at end of year 196,637 20.50 1.29 Shares vested but not issued at end of year 49,500 21.44 - Year ended December 31, 2018 Shares Grant-date fair value Weighted Average Remaining Contractual Term RMB Outstanding at beginning of year 196,637 20.50 1.29 Granted 493,059 18.56 3.90 Issued (409,350 ) 19.40 - Forfeited or expired (7,027 ) 21.51 2.11 Outstanding at end of year 273,319 19.31 3.01 Shares vested but not issued at end of year 34,962 22.51 - The Company recorded share-based compensation expenses of RMB 7,828, RMB 4,640 and RMB 8,121 in general and administrative expense for the restricted stock awards for the years ended December 31, 2016, 2017 and 2018, respectively, and the unrecognized share-based compensation expenses were amounting to RMB 3,575 and RMB 4,650 as of December 31, 2017 and 2018, respectively. |
TAXATION
TAXATION | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
TAXATION | 17. TAXATION a. Value added tax (“VAT”) The PRC government implemented a value-added tax reform pilot program, which replaced the business tax with VAT. Since May 2016, the change from business tax to VAT are expanded to all other service sectors which used to be subject to business tax. The VAT rates applicable to the subsidiaries and consolidated variable interest entities of the Group ranged from 3% to 6% as compared to the 3%~5% business tax rate which was applicable prior to the reform. As of December 31, 2017 and 2018, the payable balances for VAT were RMB 8,965 and RMB 8,973 respectively. b. Business tax In PRC, business taxes are imposed by the government on the revenues arising from the provision of taxable services including but not limited to education, the transfer of intangible assets and the sale of immovable properties in PRC. The business tax rate varies depending on the nature of the revenues. Other than revenues generated from degree oriented educational activities provided by private schools that are accredited to issue diplomas or degree certificates recognized by the Ministry of Education of the PRC which are exempted from business tax, the applicable business tax rate for the Group’s revenues generally ranges from 3% to 5%. Business tax and related surcharges are deducted from revenues before arriving at net revenues. From May 2016, as the final part of the VAT reform, VAT replaced business tax in all industries, on a nationwide basis. The VAT rates applicable to the subsidiaries and consolidated variable interest entities of the Group ranged from 3% to 6% as compared to the 3%~5% business tax rate which was applicable prior to the reform. As of December 31, 2017 and 2018, the payable balances for business tax were RMB 18,423 and RMB 18,430, respectively. c. Income taxes Cayman Islands Under the current laws of Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gains. In addition, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed. British Virgin Islands The Company’s subsidiaries incorporated in the BVI are not subject to taxation. Hong Kong Entities incorporated in Hong Kong are subject to Hong Kong profit tax at a rate of 16.5%. Taiwan Entity incorporated in Taiwan is subject to Taiwan profit tax at a rate of 17%. PRC and US Significant components of the provision for income taxes on earnings for the years ended December 31, 2016, 2017 and 2018 are as follows: Years ended December 31, 2016 2017 2018 RMB RMB RMB Current: PRC 4,881 11,648 5,709 U.S. - 93 - Deferred: PRC 1,030 (2,161 ) (2,594 ) U.S. - 34 383 Provision for income tax expenses (benefits) 5,911 9,614 3,498 Corporate entities The PRC Enterprise Income Tax (“EIT”) is calculated based on the taxable income determined under the applicable EIT Law and its implementation rules, which became effective on January 1, 2008. EIT Law imposes a unified income tax rate of 25% for all resident enterprises in China, including both domestic and foreign invested enterprises. EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise, or FIE, to its immediate holding company outside of PRC. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong or other jurisdiction that have a tax treaty or arrangement with PRC and the FIE’s immediate holding company satisfies the criteria of beneficial owner as set out in Circular Guoshuihan [2009] No. 601. Such withholding income tax was exempted under the previous income tax laws and rules. On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued a circular which stated that FIEs that generate earnings in or after 2008 and distribute those earnings to foreign investors should pay the withholding tax. As stipulated in the EIT Law, if the earnings of a tax resident enterprise are distributed to another tax resident enterprise, the withholding tax can be exempted. According to EIT Law and EIT Implementing Regulations, a tax resident enterprise is an entity incorporated in the PRC, or incorporated outside the PRC but its “place of effective management” is in the PRC. The Company assessed and concluded that it does not satisfy the definition of a tax resident enterprise. The Company has further determined that its FIEs in PRC will not declare any dividend should the withholding tax on dividends be applied. Accordingly, the Company did not record any withholding tax on the retained earnings of its FIEs in PRC for the years ended December 31, 2016, 2017 and 2018. Private schools and colleges The Group’s companies providing education services are taxed as corporate enterprises as referred to above. Private schools or colleges operated for reasonable returns are subject to income taxes at 25 The principal regulations governing private education in China are The Law for Promoting Private Education and The Implementing Rules for the Law for Promoting Private Education, or 2004 Implementing Rules. The Standing Committee of the National People's Congress promulgated an amendment to The Law for Promoting Private Education on November 7, 2016, which went into effect on September 1, 2017. Pursuant to this amendment, private schools not requiring reasonable returns were treated in a similar manner to public schools and were generally not subject to income tax. To date, no separate regulations or guidelines have been released on how to define reasonable return for the purposes of assessing a school’s tax status. We currently do not believe it is likely that our schools and college would qualify as not-for-profit organizations and therefore be exempt from corporate income tax under the EIT Law. The Group has recognized income tax payable for the above unrecognized tax benefits because the obligation was considered probable. Please see Note 17(d) for the movement of uncertain tax position. U.S. Tax Cuts and Jobs Act The U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act makes significant changes to U.S. income tax law, including, but not limited to, reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent, and imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The Company has completed the assessment of the income tax effect of the Tax Act and there were no adjustments recorded to the provisional amounts. The principal components of the Group’s deferred tax assets and liabilities were as follows: As of December 31 2017 2018 RMB RMB Deferred tax asset: Accrued expense 7,028 5,942 Allowance for doubtful accounts 47,593 45,032 Tax loss carried forward 359,908 259,740 Deferred advertising expense 670 472 Impairment of long-lived tangible assets 19,691 424 Total deferred tax assets 434,890 311,610 Valuation allowance (403,485 ) (278,437 ) Deferred tax assets, net of valuation allowance 31,405 33,173 Deferred tax liabilities: - Unrecognized valuation surplus and deficit - acquisition 79,834 79,834 - Unrecognized valuation surplus and deficit - decrease due to amortization and impairment (56,677 ) (58,272 ) - Unrealized profit of short-term investments 26 142 - Accelerated fixed assets depreciation - 1,229 Total deferred tax liabilities 23,183 22,933 Deferred tax assets, net of valuation allowance and deferred tax liabilities 8,222 10,240 For entities incorporated in Hong Kong, net loss can be carried forward indefinitely; for entity incorporated in Taiwan, net loss can be carried forward for ten years; for entity incorporated in U.S., net loss generated before 2018 can be carried forward for twenty years , net loss generated in 2018 and onward can be carried forward indefinitely; for entity incorporated in P.R.C. mainland, net loss can be carried forward for five years. The following represents the amounts and expiration dates of operating loss carried forwards for tax purpose: Amount RMB 2019 151,768 2020 83,692 2021 59,575 2022 31,845 2023 and thereafter 689,323 Total 1,016,203 The following represents a roll-forward of the valuation allowance for each of the years: As of December 31, 2016 2017 2018 RMB RMB RMB Balance at beginning of the year 530,358 536,838 403,485 Allowance made during the year 6,480 10,764 7,315 Decrease due to disposal/deregistration of subsidiaries - (120,069 ) (23,595 ) Reversals - (24,048 ) (108,768 ) Balance at end of the year 536,838 403,485 278,437 Reconciliation between total income tax expense and the amount computed by applying the PRC statutory income tax rate to income before income taxes is as follows: Years ended December 31, 2016 2017 2018 % % % PRC statutory income tax rate 25 % 25 % 25 % Impact of different tax rates in other jurisdictions - (6 )% (2 )% Tax effect of non-deductible expenses (1 )% 15 % 9 % Tax effect of non-taxable income 1 % (13 )% (9 )% Tax effect of tax-exempt entities (10 )% 7 % 0 % Tax effect of deemed profit (1 )% 0 % (2 )% Tax effect of short term investment 0 % 0 % 3 % Tax penalty (4 )% 2 % 0 % Changes in valuation allowance (29 )% (12 )% (16 )% Effective tax rate (19 )% 18 % 8 % d. Uncertain tax positions A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows: As of December 31, 2016 2017 2018 RMB RMB RMB Unrecognized tax benefits, beginning of year 23,648 25,323 24,619 Increases related to current tax positions 1,675 5,941 2,042 Decrease due to disposal of subsidiaries (Note 25) - (6,645 ) - Decrease due to deregistration of subsidiary - - (415 ) Unrecognized tax benefits, end of year 25,323 24,619 26,246 The amounts of unrecognized tax benefits listed above are based on the recognition and measurement criteria of ASC Topic 740. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of uncertain tax positions may result in liabilities which could be materially different from these estimates. In such an event, the Group will record additional tax expense or tax benefit in the period in which such resolution occurs. For the years ended December 31, 2016, 2017 and 2018, there are RMB 1,675, RMB 5,941 and RMB 2,042 unrecognized tax benefits that if recognized would affect the annual effective tax rate. The Group does not expect that the position of unrecognized tax benefits will significantly increase or decrease within 12 months of December 31, 2018. In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to assess underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities remain subject to examination by the tax authorities based on the above. |
NET INCOME_LOSS PER SHARE
NET INCOME/LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
NET INCOME/LOSS PER SHARE | 18. NET INCOME/LOSS PER SHARE The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated: Years ended December 31, 2016 2017 2018 RMB RMB RMB Numerator: Numerator for basic and diluted (loss) income per share (35,700 ) 46,463 44,990 Denominator: Denominator for basic (loss) income per share weighted average ordinary shares outstanding 38,469,234 38,826,800 41,342,597 Denominator for diluted (loss) income per share weighted average ordinary shares outstanding 38,469,234 39,303,760 41,671,763 Basic (loss) income per share (0.93 ) 1.20 1.09 Diluted (loss) income per share (0.93 ) 1.18 1.08 Basic net income (loss) per share is computed using the weighted average number of the ordinary shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the period. Due to the loss for the year ended December 31, 2016, approximately 672,138 share options and restricted shares were excluded from the calculation of diluted net income (loss) per share, because the effect would be anti-dilutive. 476,960 and 329,166 share options and restricted shares were included in the calculation of diluted income per share for year of 2017 and 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 19. COMMITMENTS AND CONTINGENCIES Operating leases The Group leases offices and classrooms under operating leases. The terms of substantially all of these leases are ten years or less. Future minimum lease payments under non-cancelable operating leases as of December 31, 2018 were as follows: Amount RMB 2019 35,325 2020 27,920 2021 18,760 2022 15,475 2023 12,288 Thereafter 60,865 Total 170,633 Rent expense for all cancelable and non-cancelable leases were approximately RMB 26,184, RMB 22,617 and RMB 37,897 for years ended December 31, 2016, 2017 and 2018, respectively. Contingencies On May 24, 2018, Changsha Yaxing Real Estate Development Co., Ltd. (“Changsha Yaxing”) filed a claim to Hunan Provincial High Court, against Shida Ambow, Ambow Chuangying and Changsha K-12 to seek indemnification for Changsha K-12 equity transfer consideration. In July 2018 Hunan Provincial Court ruled to freeze the bank account of Shida Ambow. As of December 31, 2018, Shida Ambow’s cash in bank amounting to RMB 27.7 million was frozen. Shida Ambow filed an objection of jurisdiction to Hunan Provincial High Court in July 2018. In September 2018 Hunan Provincial High Court overruled the objection of jurisdiction. The Group has appealed to the Supreme Court of PRC. The Supreme Court of PRC accepted the appeal in February 2019 and assigned the case to the First Circuit Court of the Supreme Court. The Company believes that it was too early to make an estimate of result. As of December 31, 2018, the Company did not have any other significant indemnification claims that were probable or reasonably possible. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 20. SEGMENT INFORMATION The Group offers a wide range of educational and career enhancement services and products focusing on improving educational opportunities for primary and advanced degree school students and employment opportunities for university graduates. The Group’s chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Group. Based on management’s assessment, the Group has determined that it has four operating segments which are Tutoring, K-12 Schools, Career Enhancement and Others. These four operating segments are also identified as reportable segments. The reportable segments of tutoring and K-12 schools are grouped under the “Better Schools” division because the segments offer programs and education services using a standards-based curriculum that enables students to improve their academic results and educational opportunities. The reportable segments of career enhancement was classified under the “Better Jobs” division because the segments offer services and programs that facilitate post-secondary students to obtain more attractive employment opportunities. The reportable segment of Others represents the intellectualized operational services provided, and was classified under the “Others” division. This segment provide intellectualized operational services to corporate clients, colleges and universities, which is to design, purchase, modify and integrate electronic equipment and devices, and develop mobile APP for end users to utilize office facilities, manage resources and administrative matters according to our clients’ office or teaching space, human resource deployments and office/classroom administration requirements. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The CODM evaluates performance based on each reporting segment’s revenues, cost of revenues, gross profit, operating expenses, other income (expense), (loss) income before income tax and non-controlling interests and total assets as follows. For the year ended December 31, 2016 (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Consolidated RMB RMB RMB RMB RMB Net Revenues 47,985 222,592 270,577 141,439 412,016 Cost of revenues (33,465 ) (137,833 ) (171,298 ) (67,444 ) (238,742 ) GROSS PROFIT 14,520 84,759 99,279 73,995 173,274 OPERATING EXPENSES Selling and marketing (5,516 ) (1,065 ) (6,581 ) (30,810 ) (37,391 ) General and administrative (21,929 ) (42,205 ) (64,134 ) (34,023 ) (98,157 ) Research and development (1,445 ) - (1,445 ) (924 ) (2,369 ) Impairment loss (21,779 ) - (21,779 ) (623 ) (22,402 ) Unallocated corporate expenses - - - - (56,986 ) Total operating expenses (50,669 ) (43,270 ) (93,939 ) (66,380 ) (217,305 ) OPERATING (LOSS) INCOME (36,149 ) 41,489 5,340 7,615 (44,031 ) OTHER INCOME (EXPENSE) Interest income 106 106 212 186 398 Foreign exchange gain, net - - - 12 12 Other (loss) income, net (2,514 ) 195 (2,319 ) (1,714 ) (4,033 ) Gain on sale of investment available for sale - 2,464 2,464 138 2,602 Unallocated corporate other income - - - - 13,945 Total other (expenses) income (2,408 ) 2,765 357 (1,378 ) 12,924 (LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS (38,557 ) 44,254 5,697 6,237 (31,107 ) Segment assets 118,083 363,317 481,400 187,362 668,762 Unallocated corporate assets - - - - 284,261 TOTAL ASSETS 118,083 363,317 481,400 187,362 953,023 For the year ended December 31, 2017 (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Others Consolidated RMB RMB RMB RMB RMB Net Revenues 55,371 232,433 287,804 144,950 11,170 443,924 Cost of revenues (26,426 ) (152,509 ) (178,935 ) (70,465 ) (6,995 ) (256,395 ) GROSS PROFIT 28,945 79,924 108,869 74,485 4,175 187,529 OPERATING EXPENSES Selling and marketing (4,220 ) (1,356 ) (5,576 ) (26,656 ) - (32,232 ) General and administrative (16,411 ) (40,681 ) (57,092 ) (34,466 ) (12 ) (91,570 ) Research and development (241 ) - (241 ) (407 ) - (648 ) Unallocated corporate expenses - - - - - (60,774 ) Total operating expenses (20,872 ) (42,037 ) (62,909 ) (61,529 ) (12 ) (185,224 ) OPERATING INCOME 8,073 37,887 45,960 12,956 4,163 2,305 OTHER INCOME (EXPENSE) Interest income 252 804 1,056 171 - 1,227 Foreign exchange gain, net - - - 47 - 47 Gain on disposal of subsidiaries 4,540 - 4,540 - - 4,540 Other income (loss), net 10,402 1,025 11,427 (4,348 ) - 7,079 Gain on sale of investment available for sale - 5,594 5,594 1,958 - 7,552 Unallocated corporate other income - - - - - 32,789 Total other income (loss) 15,194 7,423 22,617 (2,172 ) - 53,234 INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 23,267 45,310 68,577 10,784 4,163 55,539 Segment assets 118,403 370,251 488,654 172,690 8,085 669,429 Unallocated corporate assets - - - - - 307,991 TOTAL ASSETS 118,403 370,251 488,654 172,690 8,085 977,420 For the year ended December 31, 2018 (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Others Consolidated RMB RMB RMB RMB RMB Net Revenues 46,820 277,790 324,610 200,524 6,374 531,508 Cost of revenues (27,770 ) (178,645 ) (206,415 ) (125,524 ) (6,204 ) (338,143 ) GROSS PROFIT 19,050 99,145 118,195 75,000 170 193,365 OPERATING EXPENSES Selling and marketing (332 ) (1,286 ) (1,618 ) (36,619 ) - (38,237 ) General and administrative 9,482 (46,041 ) (36,559 ) (57,288 ) (638 ) (94,485 ) Research and development - - - (4 ) (483 ) (487 ) Unallocated corporate expenses - - - - - (44,773 ) Total operating expenses 9,150 (47,327 ) (38,177 ) (93,911 ) (1,121 ) (177,982 ) OPERATING INCOME (LOSS) 28,200 51,818 80,018 (18,911 ) (951 ) 15,383 (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Others Consolidated RMB RMB RMB RMB RMB OTHER INCOME (EXPENSE) Interest income 156 3,859 4,015 95 15 4,125 Foreign exchange gain (loss), net 111 - 111 94 (167 ) 38 Other income, net 2,495 3,404 5,899 2,581 - 8,480 Gain from derecognition of liabilities 3,914 - 3,914 340 - 4,254 Gain from deregistration of subsidiaries 489 - 489 2,369 - 2,858 Gain on sale of investment available for sale - 512 512 - - 512 Unallocated corporate other income - - - - - 12,788 Total other income (loss) 7,165 7,775 14,940 5,479 (152 ) 33,055 INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 35,365 59,593 94,958 (13,432 ) (1,103 ) 48,438 Segment assets 192,381 323,754 516,135 199,428 10,117 725,680 Unallocated corporate assets - - - - - 184,539 TOTAL ASSETS 192,381 323,754 516,135 199,428 10,117 910,219 The Group primarily operates in the PRC and US. Substantially most of the Group’s long-lived assets are located in the PRC and US. |
PRC CONTRIBUTION AND PROFIT APP
PRC CONTRIBUTION AND PROFIT APPROPRIATION | 12 Months Ended |
Dec. 31, 2018 | |
PRC CONTRIBUTION AND PROFIT APPROPRIATION [Abstract] | |
PRC CONTRIBUTION AND PROFIT APPROPRIATION | 21. PRC CONTRIBUTION AND PROFIT APPROPRIATION Full time employees of the Group in the PRC participate in a government-mandated multiemployer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to qualified employees. PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees’ salaries. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; hence, the Group has no further commitments beyond its monthly contributions. The total contributions for such employee benefits were RMB 29,029, RMB 35,241 and RMB 37,594 for the years ended December 31, 2016, 2017 and 2018, respectively. In accordance with the Regulations on Enterprises with Foreign Investment of PRC and their articles of association, the Company’s subsidiaries in the PRC, being foreign invested enterprises established in PRC, are required to provide for certain statutory reserves, namely general reserve, enterprise expansion reserve and staff welfare and bonus reserve, all of which are appropriated from net profit as reported in the Group’s PRC statutory accounts. The Company’s subsidiaries in the PRC are required to allocate at least 10% of their after-tax profits to the general reserve fund until such fund has reached 50% of their respective registered capital. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors of the Company’s subsidiaries. In accordance with the PRC Company Laws, the Group’s VIEs established in PRC make appropriations from their after-tax profits as reported in their PRC statutory accounts to non-distributable reserves, namely statutory surplus reserve, statutory public welfare reserve and discretionary surplus reserve. The Company’s or its non-school subsidiaries’ VIEs are required to allocate at least 10% of their after-tax profits to the statutory surplus reserve until the reserve reaches 50% of each entity’s registered capital. Appropriation to the statutory public welfare fund is 5% to 10% of their after-tax profits as reported in the PRC statutory accounts. Effective from January 1, 2006, under the revised PRC Company Laws, an appropriation to the statutory public welfare reserve is no longer mandatory. Appropriation to the discretionary surplus reserve is made at the discretion of the board of directors of the VIEs. In accordance with the Law of Promoting Private Education (2003), the Group’s school subsidiaries in PRC must make appropriations from their after-tax profits as reported in their PRC statutory accounts to non-distributable reserves, namely the education development reserve, which requires annual appropriations of at least 25% of after-tax profits or the increase in net assets of private education schools (as determined under accounting principles generally accepted in the PRC at each year-end) to the statutory reserve. The following table presents the Group’s appropriations to the general reserve fund, statutory surplus reserve and education development reserve as of December 31, 2017 and 2018: As of December 31, 2017 2018 RMB RMB General and statutory surplus reserve 17,348 17,348 Education development reserve 2,688 2,801 Total 20,036 20,149 |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 22. ACQUISITION In 2017, the Group entered into one acquisition agreement. The details are as follow: Date of acquisition Purchase price Goodwill Intangibles with indefinite life Amortizable intangibles Entity acquired during the year ended December 31, 2017 RMB RMB RMB RMB (1) Bay State College Inc. November 20, 2017 22,830 5,212 5,920 1,438 On November 20, 2017, Ambow BSC Inc. acquired 100% of the outstanding shares of common stock of Bay State College, Inc., which owns and operates Bay State College (the “BSC”), a higher education institution offering career-focused post-secondary education with Associates and Bachelor’s programs in Business, Information Technology, Healthcare, Criminal Justice and Fashion. The acquisition date is determined based on the date at which the Group obtained control of the acquiree. Management of the Group is responsible for determining the fair value of consideration transferred, assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from an independent appraiser. The total purchase price of RMB 22,830 (US$ 3,494) consisted of cash consideration of RMB 16,064 (US$ 2,459) and contingent consideration of RMB 6,766 (US$ 1,036). The contingent consideration payable was subject to the performance of the acquiree in the future years. The fair value of the contingent consideration was estimated by using income approach, which was the discounted future payment determined by the projected EBITDA of BSC during the assessing period. Please also see Note 28. As of December 31, 2018, the fair value of the contingent consideration was RMB 1,322 (US$ 192) as the Group lowered projected EBITDA of BSC during the assessing period. The decreased RMB 5,444 was recognized as gain from fair value change of contingent consideration payable in the year of 2018. The purchase price exceeded the fair value of the net tangible assets acquired from Bay State College Inc. and as a result, the Group recorded goodwill in connection with this transaction. The goodwill acquired resulted primarily from the Group’s expected synergies from the integration of businesses acquired into the Group’s service and product offerings. The Group used the following valuation methodologies to value assets acquired, liabilities assumed and intangible assets identified: Property and equipment was valued using the cost approach; Brand were valued using the relief from royalty method, which represents the benefits of owning the intangible asset rather than paying royalties for its use; Student populations was valued using the multi-period excess earning method approach; All other current assets and current liabilities carrying value approximated fair value at the time of acquisition. Acquisition-related costs incurred for the acquisitions have been expensed as incurred in general and administrative expense. The purchase price was allocated based on the fair values of the acquired assets and liabilities as of the acquisition date as follows: RMB Amortization Period (in years) Cash and cash equivalents 15,231 Prepaid and other current assets 3,921 Property and equipment 9,096 Intangible assets: Brand 5,920 Indefinite Students population 1,438 3.3 Goodwill 5,212 Other non-current assets 745 Total assets 41,563 Deferred revenue (3,685 ) Accounts payable (1,555 ) Accrued and other liabilities (9,004 ) Income tax payable 20 Other non-current liabilities (3,143 ) Deferred tax assets, net of deferred tax liabilities (1,366 ) Total 22,830 Of the RMB 7,358 of acquired intangible assets, RMB 5,920 was assigned to brand that are not subject to amortization. The remaining amortizable intangible assets of RMB 1,438 have a useful life of 3.3 years. Goodwill is not deductible for tax purposes. For the purposes of presenting operating segments, Bay State College Inc. and the goodwill arising on its acquisition are classified within the Career Enhancement segment. The net revenue and net income arising from acquisition of Bay State College Inc. made in period from acquisition date to December 31, 2017 that are included in the Group’s consolidated income statement for the year ended December 31, 2017 are RMB 6,430 and RMB 295, respectively. The RMB 16,064 (US$ 2,459) of cash consideration less cash acquired of RMB 15,231 (US$ 2,331) resulted in a net cash outlay of RMB 833 (US$128). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 23. RELATED PARTY TRANSACTIONS a. Transactions The Group entered into the following transactions with related parties: Years ended December 31, Transactions 2016 2017 2018 RMB RMB RMB Loan to/(collection from) a member of management team of Beijing SIWA Century Zhisheng Education Technology Co., Ltd. (“Century Zhisheng”) (Note i) (24 ) - - Repayments to Shandong Shichuang Software Engineering Co., Ltd., an entity controlled by Executive Principal of Ambow Research Center - - (1,013 ) Service provided to Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company (Note ii) - - 1,105 Compensation to non-executive directors of the board of the Company (Note iii) - - 279 Note (i) The loans to a member of management team of Century Zhisheng and borrowings from entities controlled by a member of management team of Century Zhisheng were made for operation purpose without interest bearing and maturity date. In 2017, the member of management team of Century Zhisheng was resigned, led to the reclassification of respective amounts due from and due to such member from related party to a third party. Note (ii) The service was provided to an entity significantly influenced by a member of management team of the Company. Note (iii) The compensation was for the services from the non-executive directors of the board to the Company. b. The Group had the following balances with related parties: Amounts due from a related party Amounts due to related parties As of December 31, As of December 31, Relationship 2017 2018 2017 2018 RMB RMB RMB RMB Entity controlled by Executive Principal of Ambow Research Center - Shandong Shichuang Software Engineering Co., Ltd. - - 3,430 2,417 Entity significantly influenced by a member of management team of the Company - Beijing QC Technology Company Limited (Note 23a (ii)) - 1,105 - - Non-executive directors of the board of the Company (Note a. iii) - - - 279 - 1,105 3,430 2,696 |
GAIN FROM DERECOGNITION OF LIAB
GAIN FROM DERECOGNITION OF LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Gain From Derecognition Of Liabilities [Abstract] | |
GAIN FROM DERECOGNITION OF LIABILITIES | 24. GAIN FROM DERECOGNITION OF LIABILITIES In 2018, to improve payable management and internal controls, the Company reviewed the possibility to pay and aging of payables of its subsidiaries and schools on a quarterly basis. As a result, the Company derecognized payables to Suzhou Wenjian in amount of RMB 9,150 since Suzhou Wenjian was closed in the year and did not claimed and pursued the debt before its closure. The Company also derecognized payables to other creditors in a collective amount of RMB 6,076 as those payables were all with long aging over three to seven years and no claim of debts have been received by the Company as of December 31, 2018, which led to expiration of statute of limitation of those payables. The Company believes the possibilities to pay are remote and write-off those accrued expenses in 2018 accordingly. |
DISPOSAL OF SUBSIDIARIES
DISPOSAL OF SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
DISPOSAL OF SUBSIDIARIES | 25. DISPOSAL OF SUBSIDIARIES On August 31, 2017, the Company sold the 100% equity interest in Ambow Online to a third party, with nil consideration, and the third party assumed all assets and liabilities of Ambow Online as of August 31, 2017. In connection with the disposal, the Company offset the payables to Ambow Online with Ambow Online’s net assets attributable to the Company as of August 31, 2017. After offsetting, the payable balance due to Ambow Online by the Company was RMB 171,137. Through further negotiation with the buyer, the payable balance due to Ambow Online by the Company was reduced to RMB 137,532. The difference of RMB 33,605 was recognized as disposal gain. Obligation in aggregate amount of RMB 137,532 would be paid by December 31, 2018. The deal was not a strategic shift of the business and this transaction would not have major impact on Ambow’s business, therefore this transaction was not qualified as discontinued operation. As of December 31, 2018, the Company has paid RMB 112,000 to Ambow Online. On December 24, 2018, the Company entered into a supplementary agreement with Ambow Online and the third party to extend the payable due date to March 31, 2019 On September 30, 2017, the Company sold the 100% equity interest in 21st Training Center to a third party, with consideration of RMB 1 yuan, and the third party assumed all assets and liabilities of 21st Training Center as of September 30, 2017. In connection with the disposal, 21st Training Center also waived the net payables with the Company. The Company received RMB 1 yuan as consideration in the transaction. The disposal was not a strategic shift of the business and this transaction would not have major impact on Ambow’s business, therefore this transaction did not qualify as discontinued operation. As of disposal date on September 30, 2017, the net liabilities of 21st Training Center was RMB 4,540. In September 2017, the Company recognized a gain of RMB 4,540 on the disposal accordingly. |
GAIN FROM DEREGISTRATION OF SUB
GAIN FROM DEREGISTRATION OF SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2018 | |
Gain Loss From Deregistration Of Subsidiaries [Abstract] | |
GAIN FROM DEREGISTRATION OF SUBSIDIARIES | 26. GAIN FROM DEREGISTRATION OF SUBSIDIARIES In 2018, the Company closed several subsidiaries and schools through the deregistration procedures of local governmental and corporate service institutions. Those subsidiaries and schools had no business operations and were in |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | 27. NON-CONTROLLING INTERESTS In 2016, the Group established Suzhou Jiaxue under Ambow Zhixin, with a non-controlling economic interest of 40% amounting to RMB 400 from one individual shareholder and one corporate shareholder. Also the Group established Huanyu Liren under Kunshan Ambow, with a non-controlling economic interest of 40% amounting to RMB 396 from one individual shareholder. In 2017, the 40% economic interests of Huanyu Liren and Suzhou Jiaxue, which was deficit of RMB 758 in total, were derecognized because respective minority shareholders sold their non-controlling interests to the Group. The total consideration for buy-out such non-controlling interests was RMB 798 and the difference between the consideration and the carrying amount of non-controlling interest derecognized was recorded as an adjustment to additional paid-in capital. The Group held 100% economic interests in Huanyu Liren and Suzhou Jiaxue thereafter. In 2018, the 10% economic interests of Shenyang K-12 owned by Shenyang Hanwen Classic Books Publishing Co., Ltd., which was RMB 1,885, was derecognized because the Group acquired such non-controlling interests in court auction. The total consideration for buy-out such non-controlling interests was RMB 4,504 and the difference between the consideration and the carrying amount of non-controlling interest derecognized was recorded as an adjustment to additional paid-in capital. The Group held 100% economic interests in Shenyang K-12 thereafter. In addition, the Group established Beijing Ambow-Cowain Education and Technology Co., Ltd., with a non-controlling economic interest of 49% collectively amounting to RMB 1,470 from one corporate shareholder and one individual shareholder. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 28. FAIR VALUE MEASUREMENTS The Group adopted ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: Level 1-Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. Level 2-Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. Level 3-Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Group’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Management of the Group is responsible for determining the fair value of equity issued, assets acquired, liabilities assumed and intangibles identified as of the acquisition date and considered a number of factors including valuations from independent appraiser. When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates. The following is a description of the valuation techniques that the Group uses to measure the fair value of assets and liabilities that are measured and reported at fair value on a recurring basis: At December 31, 2018 and 2017 information about inputs into the fair value measurements of the assets and liabilities that the Group makes on a recurring basis were as follows: Fair Value Measurements at Reporting Date Using Total Fair Value and Carrying Value on Balance Sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2018 Assets: Short term investments, available for sale 47,208 47,208 - - Fair Value Measurements at Reporting Date Using Total Fair Value and Carrying Value on Balance Sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2017 Assets: Short term investments, available for sale 128,042 128,042 - - The following table presents the quantitative information about the Group’s Level 3 fair value measurements of intangible assets on a nonrecurring basis in 2017 and 2018, which utilize significant unobservable internally-developed inputs: Fair value Valuation techniques Unobservable inputs Range Intangible assets in 2017 91,249 Relief-from-royalty method Royalty rate Discount rate Terminal growth rate 1%-6% 14.8%-17% 3% Intangible assets in 2018 141,758 Relief-from-royalty method Royalty rate Discount rate Terminal growth rate 1%-6% 14.8%-17% 3% The following table presents the quantitative information about the Group’s Level 3 fair value measurements of contingent consideration payable on a recurring basis in 2017 and 2018, which utilize significant unobservable internally-developed inputs: Fair value Valuation techniques Unobservable inputs Rate Contingent consideration payable in 2017 6,766 Discounted cash Discount rate 14.8% Contingent consideration payable in 2018 1,322 Discounted cash flow Discount rate 14.8% |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 29. CONCENTRATIONS Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, term deposits, accounts receivable and other receivable. The Group places its cash and cash equivalents and term deposits with financial institutions with high-credit ratings. The Group conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Group evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. No single customer represented 10% or more of the Group’s total revenues for the years ended December 31, 2016, 2017 and 2018. No single supplier represented 10% or more of the Group’s total costs of sales for the years ended December 2016, 2017 and 2018. A summary of the debtors who accounted for 10% or more of the Group’s consolidated accounts receivable and prepaid and other current assets was as follows: As of December 31, 2017 2018 Debtors RMB % RMB % Accounts receivable Company A 5,656 23 % - - Prepaid and other current assets Company B 49,800 38 % 49,800 37 % Company C 35,000 27 % 35,000 26 % The Chinese market in which the Group operates exposes the Group to certain macroeconomic and regulatory risks and uncertainties. These uncertainties extend to the ability of the Group to provide educational and career enhancement services through contractual arrangements in the PRC since this industry remains highly regulated. The Chinese government may issue from time to time new laws or new interpretations on existing laws to regulate the education industry. Regulatory risk also encompasses the interpretation by the tax authorities of current tax laws, the status of properties leased for the Group’s operations and the Group’s legal structure and scope of operations in the PRC, which could be subject to further restrictions resulting in limitations on the Group’s ability to conduct business in the PRC. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 30. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of issuance of this consolidated financial statements, and does not identified events with material financial impact on the Group’s consolidated financial statements. |
ADDITIONAL INFORMATION - CONDEN
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | Relevant PRC statutory laws and regulations permit the payment of dividends by the Group’s PRC VIEs and subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, PRC laws and regulations require that annual appropriations of certain percentages of the after-tax income or the increase in net assets for the year (as determined under accounting principles generally accepted in the PRC) should be set aside at each year end as a reserve prior to the payment of dividends. As a result of these PRC laws and regulations, the Group’s PRC VIEs and subsidiaries are restricted in their ability to transfer a portion of their net assets to the Group either in the form of dividends, loans or advances. The Group’s restricted net assets, comprising of the registered paid in capital and statutory reserve of Company’s PRC subsidiaries and VIEs, were RMB 962,875 and RMB 828,461 as of December 31, 2017 and 2018, respectively. The condensed financial statements of the Company have been prepared using the same accounting policies as set out in the Group’s consolidated financial statements except that the Company used the equity method to account for investments in its subsidiaries and VIEs. The Company, its subsidiaries and VIEs were included in the consolidated financial statements whereby the inter-company balances and transactions were eliminated upon consolidation. For the purpose of the Company’s condensed financial statements, its investments in subsidiaries are reported using the equity method of accounting. The Company is a Cayman Islands company, therefore, is not subjected to income taxes for all years presented. The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S GAAP have been condensed or omitted. As of December 31, 2017 and 2018, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any. AMBOW EDUCATION HOLDING LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financial information of Parent Company Balance Sheets (All amounts in thousands, except for share and per share data) As of December 31, 2017 2018 2018 RMB RMB US$ Note 3(a) ASSETS Current assets: Cash and cash equivalents 323 5,094 740 Amounts due from related parties 261,867 368,891 53,655 Prepaid expenses and other current assets 2,770 863 126 Total current assets 264,960 374,848 54,521 Non-current assets: Property and equipment, net - - - Intangible assets, net - - - Investment in subsidiaries - - - Total non-current assets - - - Total assets 264,960 374,848 54,521 LIABILITIES Current liabilities: Amounts due to related parties 17,325 41,559 6,045 Accrued and other liabilities 41,196 27,553 3,997 Borrowing from third party, current - 41,179 6,000 Total current liabilities 58,521 110,291 16,042 Non-current liabilities: Long-term borrowing from third party 39,205 - - Total non-current liabilities 39,205 - - Total liabilities 97,726 110,291 16,042 SHAREHOLDERS’ EQUITY Preferred shares (US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2017 and 2018) - - - Class A Ordinary shares (US$ 0.003 par value; 66,666,667 and 66,666,667 shares authorized; 34,206,939 and 38,756,289 shares issued and outstanding as of December 31, 2017 and 2018, respectively) 640 728 106 Class C Ordinary shares (US$ 0.003 par value; 8,333,333 and 8,333,333 shares authorized; 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2017 and 2018, respectively) 90 90 13 Additional paid-in capital 3,456,307 3,507,123 510,090 Accumulated deficit (3,296,679 ) (3,251,689 ) (472,938 ) Accumulated other comprehensive income 6,876 8,305 1,208 Total shareholders’ equity 167,234 264,557 38,749 Total liabilities and shareholders’ equity 264,960 374,848 54,521 Years ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Note 3(a) NET REVENUES - Educational program and services - - - - - Intellectualized operational services - - - - Cost of revenues - Educational program and services - - - - - Intellectualized operational services - - - - GROSS LOSS - - - - Operating expenses: Selling and marketing - - - - General and administrative (18,854 ) (13,457 ) (1,097 ) (160 ) Research and development - - - - Total operating expenses (18,854 ) (13,457 ) (1,097 ) (160 ) OPERATING LOSS (18,854 ) (13,457 ) (1,097 ) (160 ) Share of (loss) income from subsidiaries (23,274 ) 59,933 44,864 6,526 OTHER EXPENSE Interest income, net 1 2 117 17 Other income (expense), net 6,427 (15 ) 1,106 161 Income tax - - - - NET (LOSS) INCOME (35,700 ) 46,463 44,990 6,544 Years ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Note 3(a) Cash flows from operating activities (6,348 ) (18,255 ) (86 ) (13 ) Cash flows from investing activities - (1,556 ) (2,619 ) (381 ) Cash flows from financing activities (843 ) 18,667 7,476 1,087 Effects of exchange rate changes on cash and cash equivalents - - - - Net change in cash and cash equivalents (7,191 ) (1,144 ) 4,771 693 Cash and cash equivalents at beginning of year 8,658 1,467 323 47 Cash and cash equivalents at end of year 1,467 323 5,094 740 Supplemental disclosure of cash flow information Supplemental disclosure of non-cash investing and financing activities |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
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”). All amounts in the accompanying consolidated financial statements and notes are expressed in Renminbi (“RMB”). Amounts in United States dollars (“US$”) are presented solely for the convenience of readers and use an exchange rate of RMB 6.8755, representing the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board as of December 31, 2018. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate. |
Use of estimates | b. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. On an on-going basis, the Group evaluates its estimates, including those related to the useful lives of long-lived assets including property and equipment, stock-based compensation, impairment of goodwill and other intangible assets, income taxes, provision for doubtful accounts and contingencies. The Group bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results may differ from these estimates. |
Basis of consolidation | c. Basis of consolidation All significant inter-company transactions and balances have been eliminated upon consolidation. Non-controlling interests represent the equity interests in the Company’s subsidiaries and VIEs that are not attributable, either directly or indirectly, to the Company. The consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIEs. |
Cash and cash equivalents | d. Cash and cash equivalents Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. |
Restricted cash | e. Restricted cash Restricted cash relates to special deposit accounts required by the Education Commission for the purpose of preventing abusive use of tuition and fees of educational and training institutions, and cash frozen by a court order during an ongoing legal proceeding. Please refer to Note 19 for detail. |
Short term investments | f. Short term investments Short term investments consist of held-to-maturity investments and available-for-sale investments. The Group’s held-to-maturity investments consist of financial products purchased from banks. The Group’s short-term held-to-maturity investments are classified as short-term investments on the consolidated balance sheets based on their contractual maturity dates which are less than one year and are stated at their amortized costs. Investments classified as available-for-sale investments are carried at their fair values and the unrealized gains or losses from the changes in fair values are reported net of tax in accumulated other comprehensive income until realized. The Group reviews its investments for other-than-temporary impairment (“OTTI”) based on the specific identification method. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds the investment’s fair value, the Group considers, among other factors, general market conditions, expected future performance of the investees, the duration and the extent to which the fair value of the investment is less than the cost, and the Group’s intent and ability to hold the investment. OTTI is recognized as a loss in the income statement. |
Accounts receivable | g. Accounts receivable Accounts receivable mainly represent the amounts due from the customers or students of the Company’s various subsidiaries and VIEs. |
Allowance for doubtful accounts | h. Allowance for doubtful accounts An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Doubtful accounts balances are written off and deducted from allowance, when receivable are deemed uncollectible, after all collection efforts have been exhausted and the potential for recovery is considered remote. |
Land use rights | i. Land use rights Land use rights are recorded at cost less accumulated amortization. Amortization is provided on straight-line basis over the useful life of land use right. |
Property and equipment | j. Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Buildings 20-40 years Motor vehicles 5 years Office and computer equipment 3-10 years Leasehold improvements Shorter of the remaining lease terms or estimated useful lives |
Business combinations | k. Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed, and any non-controlling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any non-controlling interest of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Common forms of the consideration made in acquisitions include cash and common equity instruments. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Acquisition-related expenses and restructuring costs are expensed as incurred. Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and is recorded as a liability, it is subsequently remeasured at fair value at each reporting date with changes in fair value reflected in earnings. Business combinations occurred during the year ended December 31, 2017 are disclosed in Note 22. There was no business combination occurred during the year ended December 31, 2018. |
Intangible assets | l. Intangible assets Intangible assets represent brand, software, trade name, student population, corporative agreement, customer relationship, favorable lease, and non-compete agreement. The software was initially recorded at historic acquisition costs or cost directly incurred to develop the software during the application development stage that can provide future benefits, and amortized on a straight-line basis over estimated useful lives. Other finite lived intangible assets are initially recorded at fair value when acquired in a business combination, in which the finite intangible assets are amortized on a straight-line basis except student populations and customer relationships which are amortized using an accelerated method to reflect the expected departure rate over the remaining useful life of the asset. The Group reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The intangible assets have original estimated useful lives as follows (See Note 10): Software 2 years to 10 years Student populations 1.8 years to 15 years Cooperative agreements 1.3 years to 10 years Favorable leases 0.8 years to 20 years Trade names Indefinite Brand Indefinite 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 annually in the fourth quarter or more frequently if events or circumstances indicate that the assets may be impaired. Such impairment test consists of a comparison of the fair values of the trade names with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trade names and brand exceed their fair values. The Group performed impairment testing of indefinite-lived intangible assets in accordance with ASC 350, 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 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. |
Segments | m. 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 three reportable segments in 2016, and four reportable segments in 2017 and 2018. For further details, see Note 20. |
Goodwill | n. Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination or an acquisition by an entity that are not individually identified and separately recognized. Goodwill acquired in a business combination is tested for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Group performed impairment analysis on goodwill as of September 30 every year either beginning with a qualitative assessment, or starting with the quantitative assessment instead. The quantitative goodwill impairment test compares the fair values of each reporting unit to its carrying amount, including goodwill. A reporting unit constitutes a business for which discrete profit and loss financial information is available. The fair value of each reporting unit is established using a combination of expected present value of future cash flows. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Determining when to test for impairment, the Group’s reporting units, the fair value of a reporting unit and the fair value of assets and liabilities within a reporting unit, requires judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparable. The Group bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Significant changes in the economic characteristics of components or reorganization of an entity’s reporting structure can sometimes result in a re-assessment of the affected operating segment and its components to determine whether reporting units need to be redefined where the components are no longer economically similar. Future changes in the judgments and estimates underlying the Group’s analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units and could result in additional impairment of goodwill. |
Impairment of long-lived assets | o. 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. |
Extinguishment of Liabilities | p. Extinguishments of liabilities The Group derecognizes a liability only if it has been extinguished. A liability has been extinguished if either the Group pays the creditor and is relieved of its obligation for the liability, or the Group is legally released from the liability judicially or by the creditor. In 2018, the Group derecognized liabilities with long aging over certain years and no claim of debts have been received by the |
Revenue recognition | q. Revenue recognition The Group has adopted ASC 606 Revenue from Contracts with Customers using the modified retrospective transition method from January 1, 2018. The Group’s revenue is generated from delivering educational programs and services and intellectualized operational services. 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 principal, 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 four operating segments, including Tutoring, K-12 Schools, Career Enhancement and Others. Tutoring and K-12 schools provide tutoring services and K-12 educational programs to pre-school children, primary and secondary students in China. Bay State College in Career Enhancement offers career-focused post-secondary educational services to undergraduate students in U.S. The rest of Career Enhancement provide vocational education services to partner colleges’ students, or to provide boarding and accommodation services to colleges or corporate customers, or to provide short term outward bound and in-house training services to corporate clients. Segment Others provides intellectualized operational services to corporate clients, colleges and universities. For customers including pre-school children, primary and secondary students and 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 customers including colleges and corporate clients, there are written formal contracts with these customers which include charge rate, contract amounts, each party’s rights and obligations and payment terms. For customers including pre-school children, primary and secondary students and undergraduate students, the Group’s performance obligations are to provide acknowledged academic education from kindergarten till grade twelve to school-aged students within academic years, post-secondary education with Associates and Bachelor’s programs and extracurricular tutoring services within agreed-upon periods. For customers including colleges and corporate clients, the Group’s performance obligations are to provide customized vocational educational services to college students within academic years; or to provide boarding and accommodation services to customers for agreed-upon periods; or to provide short term outward bound and in-house training services to corporate clients within agreed-upon periods; or to provide intellectualized operational services and warranty of agreed period of time. For customers including pre-school children, primary and secondary students and undergraduate students, transaction price of each customer is tuition and fee received normally up front. For customers including colleges and corporate clients, transaction price of each customer is service fee in the contract, net of value added tax, and would be received either up front or within payment terms depending on customers’ situation. Circumstances like other variable consideration, significant financing component, noncash consideration, consideration payable to a customer did not exist. For customers including pre-school children, primary and secondary students, undergraduate students, colleges and corporate clients, the Group identified one performance obligation. The transaction prices are allocated to the one performance obligation. For operating segment Others with corporate or college customers, the Group identified two distinct performance obligations, which is to provide intellectualized operational services and warranty, since customers obtain different benefits from the two services separately and these two services are usually quoted to customers with stand-alone prices, which are determined by cost of services plus certain amount of profit. The transaction price from the contract is allocated according to stand-alone selling prices of each obligation. For customers including pre-school children, primary and secondary students and undergraduate students, the Group satisfy performance obligations to students over time, and recognize revenue according to tutoring hours or school days consumed in each month of a semester. For operating segment Career Enhancement with college and corporate clients, the Group satisfy performance obligations to customers over time, and recognize revenue according to the number of months within the academic year, or training days consumed in each month, or boarding service days within each month. For segment Others with college and corporate client, the Group satisfy intellectualized operational service performance obligations to customers over time, use the cost-based input method to depict its performance in transferring control of services promised to the clients. Such input measure is determined by the proportional relation of the contract costs incurred to date relative to the estimated total contract costs at completion. For performance obligation of warranty, the change of control would be transferred to the customer over time. The Group recognize revenue using a straight line method within the whole warranty period. Disaggregation of revenues The following table illustrates the disaggregation of revenue by operating segments for the year of 2016, 2017 and 2018: (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Others Consolidated RMB RMB RMB RMB RMB Net Revenues in 2016 47,985 222,592 270,577 141,439 - 412,016 Net Revenues in 2017 55,371 232,433 287,804 144,950 11,170 443,924 Net Revenues in 2018 46,820 277,790 324,610 200,524 6,374 531,508 Contract Balances The transferred control of promised services to customers result in the Group’s unconditional rights and conditional consideration receivable on passage of time. Accordingly as of December 31, 2017 and 2018, the Group has no other contract assets except for Accounts Receivable, in RMB 24,511 and RMB 18,132, respectively. Please refer to Note 6 for detail. As of December 31, 2018, the Group’s Deferred Revenue represented its contract liabilities, which represent the Group has received consideration but has not transferred the related services to customers. RMB 109,484 and RMB 114,396 have been recognized as revenue from Deferred Revenue at the beginning of the years ended December 31, 2017 and 2018, respectively. The remaining unsatisfied performance obligations as of December 31, 2017 and 2018 were RMB 119,581 and RMB 125,414, respectively. Following are the deferred revenue balances by segments as of December 31, 2017 and 2018. As of December 31, 2017 2018 RMB RMB Career Enhancement 21,496 24,333 K-12 77,394 87,027 Tutoring 15,506 12,890 Total 114,396 124,250 |
Cost of revenues | r. Cost of revenues Cost of revenues for educational programs and services primarily consist of teaching fees and performance-linked bonuses paid to the teachers, rental payments for the schools and learning centers, depreciation and amortization of property, equipment and land use rights used in the provision of educational services, costs of educational materials. Cost of revenues for intellectualized operational services primarily include cost of hardware, devices, materials and application services which were procured and integrated, subcontract cost to other service providers and labor cost of engineers and IT development and operational personnel. |
Leases | s. Leases Operating lease Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Minimum lease payments, including scheduled rent increases, made under operating leases are charged to the consolidated statements of operations and other comprehensive income (loss) on a straight-line basis over the lease term. Contingent rentals are excluded from minimum lease payments, and are recognized as expense when the achievement of the specified target is considered probable. Capital lease When the lease term is equal to 75 percent or more of the estimated economic life of the leased property, the lease is classified as a capital lease, where the lessee assumes substantially all the benefits and risks of ownership. The depreciation is calculated on a straight-line basis over the lease term. In a capital lease, assets and liabilities are recorded at the amount of the lesser of (a) the fair value of the leased asset at the inception of the lease or (b) the present value of the minimum lease payments (excluding executing costs) over the lease term. Recorded assets are depreciated over the lease terms. During the lease term, each minimum lease payment is allocated between a reduction of the obligation and interest expense to produce a constant periodic rate of interest on the remaining balance of the obligation. |
Research and development | t. Research and development Research and development expenses comprise of (a) payroll, employee benefits, and other headcount-related costs associated with the development of online education technology platforms and courseware, and (b) outsourced development costs. Except for costs related to internal use software and website development costs, the Group expenses all other research and development costs when incurred for the years presented. For internal use software, the Group expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing software. Direct costs incurred to develop the software during the application development stage that can provide future benefits are capitalized. Capitalized internal use software and website development costs are included in intangible assets. |
Advertising costs | u. Advertising costs The Group expenses advertising costs as incurred. Total advertising expenses were RMB 1,857, RMB 2,701 and RMB 8,450 for the years ended December 31, 2016, 2017 and 2018, respectively, and have been included as part of selling and marketing expenses. |
Foreign currency translation and transactions | v. Foreign currency translation and transactions The Group uses RMB as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands, Hong Kong, the British Virgin Islands and United States is the US$; the functional currency of the Company’s subsidiary in Taiwan is the TWD; while the functional currency of the other entities in the Group is the RMB. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use US$ and TWD as their functional currency, has been translated into RMB. Assets and liabilities are translated from each subsidiary’s functional currency at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated using the average rate for each quarter. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the statement of shareholders’ equity and comprehensive income. Foreign currency transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are remeasured at the applicable rates of exchange in effect at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from remeasurement at year-end are recognized in foreign currency exchange gain/loss, net on the consolidated statement of operations. |
Foreign currency risk | w. Foreign currency risk The RMB is regulated by the PRC government and is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of PRC, controls the conversion of RMB into foreign currencies. Limitations on foreign exchange transactions imposed by the PRC government could cause future exchange rates to vary significantly from current or historical exchange rates. Further, the value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the PRC Foreign Exchange Trading System market. |
Fair value of financial instruments | x. Fair value of financial instruments Financial instruments include cash and cash equivalents, short term investments, available for sale and short term investments, held to maturity, accounts receivable, accounts payable, borrowings, amounts due from and due to related parties, and loan receivable, current. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. |
Net income (loss) per share | y. Net income (loss) 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 equivalent shares consist of the ordinary shares issuable upon the exercise of outstanding share options (using the treasury stock method) and the ordinary shares issuable upon the vest of restricted shares. Ordinary equivalent shares are excluded from the computation of the diluted net income per share in years when their effect would be anti-dilutive. Ordinary equivalent shares are also excluded from the calculation in loss periods, as their effects would be anti-dilutive. |
Income taxes | z. 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. All the deferred tax liabilities and assets have been classified as noncurrent in the consolidated balance sheets. 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, 2017 and 2018, respectively. |
Uncertain tax positions | aa. Uncertain tax positions The Group adopted the guidance on accounting for uncertainty in income taxes, which prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Group’s uncertain tax positions and determining its provision for income taxes. The Group establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Group believes that certain positions might be challenged despite its belief that its tax return positions are in accordance with applicable tax laws. The Group adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation, or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties where applicable. |
Comprehensive income | bb. Comprehensive income U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of other comprehensive income or loss consist of unrealized gain or loss on short term investments, available for sale and foreign currency translation adjustments. |
Share-based compensation | cc. Share-based compensation The Group grants share options/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 | dd. 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 | ee. Recently issued accounting standards In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard creates Topic 842, Leases, in the FASB Accounting Standards Codification (FASB ASC) and supersedes FASB ASC 840, Leases. ASU 2016-02 requires a lessee to recognize the assets and liabilities that arise from leases (operating and finance). However, for leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The amendments in this update affect narrow aspects of ASU No. 2016-02. In July 2018, the FASB issued 2018-11, Leases (Topic 842): Targeted Improvements. This update introduces a new and optional transition method to adopt the new lease standard. The Company has completed its assessment of the impact that adopting this new accounting guidance will have on its consolidated financial statements and disclosures. Based on its evaluation of ASU No. 2016-02, the Company expects the recognition of lease assets and lease liabilities for operating leases on its statements of financial position as of January 1 and December 31, 2019 after adoption using the modified retrospective method. The Company expects no material impact on its results of operations or cash flows in the periods after adoption and comparative periods presented in the financial statements. In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. In March 2018, the FASB issued ASU No. 2018-05, Income Tax (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. This update adds SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 - the date on which the Tax Act was signed into law. The Company has completed the assessment of the adoption of this guidance on its consolidated financial statements, and monitored future guidance with respect to the Transition Tax Provisions under the Tax Act, and true up the estimate as appropriate within one year measurement period. No later adjustment was noticed. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820)-Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes the amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the valuation processes for Level 3 fair value measurements; modifies certain disclosure requirements in Topic 820; and require additional disclosures such as the range and weighted average of significant unobservable inputs used to develop Level 3 measurements etc. ASU No. 2018-13 is effective for the Company beginning in the first quarter of fiscal year 2020. The Company does not expect the adoption of ASU No. 2018-13 will have a significant effect on its consolidated financial statements. Recently issued ASUs by the FASB, except for the ones mentioned above, have no material impact on the Company’s consolidated results of operations or financial position. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of the Company's Major Subsidiaries and VIEs | As of December 31, 2018, the Company’s major subsidiaries and VIEs include the following entities: Name Date of incorporation or establishment Place of Incorporation (or establishment) /operation Principal activity Subsidiaries Ambow Education Management (Hong Kong) Ltd. November 9, 2009 Hong Kong Investment Holding Ambow Chuangying January 18, 2008 PRC Investment Holding Ambow Shengying October 13, 2008 PRC Investment Holding Ambow BSC Inc. February 14, 2017 United States Investment Holding Bay State College Inc. November 20, 2017 United States Career Enhancement Name Date of incorporation or establishment Place of Incorporation (or establishment) /operation Principal activity Variable interest entities (“VIEs”) and subsidiaries of VIEs Ambow Shida July 30, 2004 PRC Investment Holding Shanghai Ambow May 16, 2006 PRC Investment Holding Ambow Sihua April 17, 2007 PRC Investment Holding Ambow Rongye Education and Technology Co., Ltd. (“Ambow Rongye”) September 8, 2015 PRC Investment Holding Ambow Zhixin Education and Technology Co., Ltd. (“Ambow Zhixin”) October 14, 2015 PRC Investment Holding IValley March 13, 2017 Taiwan Investment Holding Jinan Wangrong Investment Consulting Co., Ltd. May 21,2010 PRC Career Enhancement Hebei Yuanlong Corporate Management Co., Ltd. (“Hebei YL Career Enhancement”) January 13, 2011 PRC Career Enhancement Beijing Genesis Education Group (“Genesis Career Enhancement”) May 1, 2011 PRC Career Enhancement Kunshan Ambow August 28, 2008 PRC Career Enhancement Beijing Ambow Dacheng Education and Technology Co., Ltd. December 2, 2013 PRC Career Enhancement Shanghai Huanyu Liren Education Training Co., Ltd. (“Huanyu Liren”) April 27, 2016 PRC Career Enhancement IValley Beijing September 15, 2017 PRC Others Name Date of incorporation or establishment Place of Incorporation (or establishment) /operation Principal activity Schools of VIEs Changsha Study School (“Changsha Tutoring”) June 1, 1984 PRC Tutoring Beijing YZ Tutoring December 30, 1994 PRC Tutoring Hunan Changsha Tongsheng Lake Experimental School (“Changsha K-12”) June 18, 1999 PRC K-12 School Shenyang Universe High School (“Shenyang K-12”) December 8, 2003 PRC K-12 School Shuyang Galaxy School (“Shuyang K-12”) November 1, 2008 PRC K-12 School Beijing Haidian Ambow Xinganxian Training School March 28, 2005 PRC Tutoring Beijing Huairou Xinganxian Training School March 10, 2011 PRC Tutoring |
Schedule of Consolidated Financial Information of the Group's VIEs and Non-VIEs were Included in the Accompanying Consolidated Financial Statements of the Group | The combined financial information of the Group’s VIEs and, as applicable, subsidiaries/schools of the Group’s VIEs was included in the accompanying consolidated financial statements of the Group as follows: As of December 31, 2017 2018 RMB RMB Total assets 706,096 743,097 Total liabilities 553,936 527,339 Years ended December 31, 2016 2017 2018 RMB RMB RMB Net revenue 409,391 426,118 447,834 Net (loss) income (12,805 ) 41,636 66,185 |
Schedule of the Group's Cash and Cash Equivalents Held by Foreign Banks or Foreign Currency in PRC Banks | The following table sets forth cash and cash equivalents held by the Group’s VIEs and non-VIE in PRC by RMB currency as of December 31, 2017 and 2018: As of December 31, 2017 2018 RMB RMB VIEs in PRC 169,178 187,815 Non-VIEs in PRC 4,178 2,179 Total RMB 173,356 189,994 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives for Calculation of Depreciation | Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Buildings 20-40 years Motor vehicles 5 years Office and computer equipment 3-10 years Leasehold improvements Shorter of the remaining lease terms or estimated useful lives |
Schedule of Original Useful Lives of Intangible Assets | The intangible assets have original estimated useful lives as follows (See Note 10): Software 2 years to 10 years Student populations 1.8 years to 15 years Cooperative agreements 1.3 years to 10 years Favorable leases 0.8 years to 20 years Trade names Indefinite Brand Indefinite |
Disaggregation of Revenue | The following table illustrates the disaggregation of revenue by operating segments for the year of 2016, 2017 and 2018: (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Others Consolidated RMB RMB RMB RMB RMB Net Revenues in 2016 47,985 222,592 270,577 141,439 - 412,016 Net Revenues in 2017 55,371 232,433 287,804 144,950 11,170 443,924 Net Revenues in 2018 46,820 277,790 324,610 200,524 6,374 531,508 |
Schedule of Disaggregation of Deferred Revenue | Following are the deferred revenue balances by segments as of December 31, 2017 and 2018. As of December 31, 2017 2018 RMB RMB Career Enhancement 21,496 24,333 K-12 77,394 87,027 Tutoring 15,506 12,890 Total 114,396 124,250 |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of 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, 2016 2017 2018 RMB RMB RMB Cash and cash equivalents 196,900 195,303 211,436 Restricted cash 2,350 2,350 30,072 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows 199,250 197,653 241,508 |
SHORT TERM INVESTMENTS (Tables)
SHORT TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Short-term Investments [Abstract] | |
Schedule of amortized cost, gross unrecognized holding gains and losses, gross unrealized gain in accumulated other comprehensive income, and estimated fair value of investments | The amortized cost, gross unrealized gain in accumulated other comprehensive income, and estimated fair value of investments as of December 31, 2017 and 2018, are reflected in the tables below: As of December 31, 2017 Amortized Cost Gross unrealized gain in accumulated other comprehensive income Estimated Fair value RMB RMB RMB Short-term investments: Held-to-maturity investments Fixed-rate financial products 93,000 - 93,000 Available-for-sale investments Adjustable-rate financial products 128,000 42 128,042 As of December 31, 2018 Amortized Cost Gross unrealized gain in accumulated other comprehensive income Estimated Fair value RMB RMB RMB Short-term investments: Held-to-maturity investments Fixed-rate financial products 70,000 - 70,000 Available-for-sale investments Adjustable-rate financial products 47,000 208 47,208 |
Schedule of interest income recognized on held-to-maturity investments | Interest income recognized on held-to-maturity investments for years ended December 31, 2016, 2017 and 2018 were as follows: Year Ended December 31, 2016 2017 2018 2018 RMB RMB RMB USD Interest income recognized on held-to-maturity investments 4,078 3,799 5,836 849 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: As of December 31, 2017 2018 RMB RMB Accounts receivable 25,257 21,667 Less: Allowance for doubtful accounts (746 ) (3,535 ) Accounts receivable, net 24,511 18,132 Allowance for doubtful accounts: As of December 31, 2017 2018 RMB RMB Balance at beginning of year - (746 ) Addition (Note i) (746 ) (4,616 ) Written off (Note i) - 1,827 Balance at end of year (746 ) (3,535 ) (Note i) Full provision was provided to receivables due from different customers due to the remote collectability, and certain provision was written off after all collection efforts have been exhausted and the potential for recovery was remote. |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense and Other Assets [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following: As of December 31, 2017 2018 RMB RMB Amount due from Xihua Group (Note i) 49,800 49,800 Value added tax refundable 5,165 5,165 Due from former owners 5,743 5,743 Staff advances 5,857 7,885 Rental deposits 3,804 3,522 Prepaid professional services fees 6,513 5,053 Prepaid rental fees 5,520 7,794 Receivable from Zhenjiang operating rights (Note ii) 35,000 35,000 Others (Note iii) 23,327 24,462 Total before allowance for doubtful accounts 140,729 144,424 Less: allowance for doubtful accounts (11,212 ) (9,654 ) Total 129,517 134,770 (Note i) A payable balance amounted to RMB 49,800 was recorded by a subsidiary prior to its acquisition by the Group, and such payable was indemnified by Xihua Investment Group (“Xihua Group). No provision was made for the indemnity. The indemnity balance was still outstanding as of the date of issuance of the financial statements. (Note ii) The balance represented the prepaid operating rights to the Zhenjiang Foreign Language School and Zhenjiang International School. The Group started a negotiation of returning the operating right back to the original owner Zhenjiang Education Investment Center in the third quarter of 2011. As a result, the prepaid operating rights have been reclassified as receivable since then. As of December 31, 2017 and 2018, the payable balance to Zhenjiang Foreign Language School amounted to RMB 36,770 and RMB 36,770, respectively (see Note 13); therefore, no provision was made. As of the date of issuance of the financial statements, the negotiation was still in progress. (Note iii) Others mainly included inventory, prepaid education supplies, prepaid outsourcing service fee, and other miscellaneous items with trivial amounts. |
Schedule of Allowance for Doubtful Accounts | Allowance for doubtful accounts: As of December 31, 2017 2018 RMB RMB Balance at beginning of year (179,055 ) (11,212 ) Addition (Note iv) (2,690 ) (1,029 ) Written off 150,886 2,587 Decrease due to disposal of subsidiaries (Note v) 19,647 - Balance at end of year (11,212 ) (9,654 ) (Note iv) Other addition of allowance during the years of 2017 and 2018 was mainly provided against third parties and former employees due to the remote recoverability. (Note v) In the year ended December 31, 2018, the Group negotiated and recovered receivables due from Xihua Group in RMB 20,000. It was part of receivables from Xihua Group which had been provided with allowance and written off in the year of 2012 in RMB 46,829, because our management had to focus on JPL process in 2012 and following years till 2014, and did not have enough resources to put towards collection of such receivables back then. In 2018, Xihua Group was searching for a business cooperation agreement with the Group, which led to the collection of the receivable in RMB 20,000 as a final settlement of historical receivables as aforementioned. As of December 31, 2018, RMB 20,000 has been fully collected by the Group. |
LOAN RECEIVABLE, CURRENT (Table
LOAN RECEIVABLE, CURRENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Current Loan Receivable | The following table sets forth the loan agreement in loan receivable, current balance: Date Borrower Lender Amount (RMB) Annual Interest Rate Repayment Due Date 4/5/2017 Suzhou Zhixinliren Investments Co., Limited (“Suzhou Zhixinliren”) Ambow Shengying 42,677 0 % 4/4/2019 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: As of December 31, 2017 2018 RMB RMB Buildings 127,914 128,050 Capital lease of property 12,000 12,000 Motor vehicles 4,054 4,783 Office and computer equipment 69,804 67,555 Leasehold improvements 72,542 80,339 Sub-total 286,314 292,727 Less: accumulated depreciation (117,891 ) (126,794 ) Total 168,423 165,933 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Intangible assets | Intangible assets consisted of the following: As of December 31, 2017 2018 RMB RMB Gross carrying amount Trade names 48,908 48,908 Brand 5,920 5,920 Student populations 39,818 39,818 Software 33,770 35,421 Customer relationships 5,270 5,270 Cooperative agreements 5,230 5,230 Favorable leases 63,237 63,237 Non-compete agreements 833 833 202,986 204,637 Less: Accumulated amortization Trade names - - Brand - - Student populations (37,580 ) (38,476 ) Software (32,712 ) (34,200 ) Customer relationships (5,270 ) (5,270 ) Cooperative agreements (3,554 ) (4,062 ) Favorable leases (26,268 ) (29,384 ) Non-compete agreements (833 ) (833 ) (106,217 ) (112,225 ) Intangible assets, net Trade names 48,908 48,908 Brand 5,920 5,920 Student populations 2,238 1,342 Software 1,058 1,221 Customer relationships - - Cooperative agreements 1,676 1,168 Favorable leases 36,969 33,853 Non-compete agreements - - 96,769 92,412 |
Schedule of estimated amortization expenses of intangible assets for future annual periods | Based on the current amount of intangible assets subject to amortization, the estimated amortization expenses for each of the future annual periods is as follows: Amount RMB 2019 4,598 2020 4,514 2021 3,569 2022 3,370 2023 3,316 Thereafter 18,217 Total 37,584 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL [Abstract] | |
Schedule of changes in the carrying amount of goodwill by segment | The changes in the carrying amount of goodwill by reporting unit for the years ended December 31, 2017 and 2018 were as follows: Better Schools Better Jobs K-12 Career Tutoring Schools Subtotal Enhancement Consolidated RMB RMB RMB RMB RMB Balance as of December 31, 2017 7,772 25,710 33,482 39,684 73,166 Balance as of December 31, 2018 7,772 25,710 33,482 39,684 73,166 |
OTHER NON-CURRENT ASSETS, NET (
OTHER NON-CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Non-current Assets | Other non-current assets consisted of the following: As of December 31, 2017 2018 RMB RMB Prepayment for purchase of minority interest (Note i) 4,504 - Equity method investments 1,764 2,446 Prepayment for development of internal use software 1,211 1,211 Long-term prepaid rental fees 2,161 4,312 Others 3,952 3,295 Total 13,592 11,264 |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Liabilities | Accrued and other liabilities consisted of the following: As of December 31, 2017 2018 RMB RMB Payable to Ambow Online (Note 25) 137,532 25,532 Business tax, VAT and others 41,437 41,147 Payable balance with indemnity by Xihua Group (Note 7(i) 49,800 49,800 Accrual for rental 42,612 43,147 Payable to Zhenjiang Foreign Language School (Note 7(ii)) 36,770 36,770 Accrued payroll and welfare 27,383 28,767 Professional service fees payable 20,850 2,801 Receipt in advance 18,578 9,431 Amounts due to students 11,423 5,995 Lawsuit penalty payable 2,315 2,453 Others 30,298 10,482 Total 418,998 256,325 |
BORROWING FROM THIRD PARTY, C_2
BORROWING FROM THIRD PARTY, CURRENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule Of Current Borrowings From Third Parties | The following table sets forth the loan agreement of borrowing from third party, current balance: Date Borrower Lender Amount (RMB) Original Amount (US$) Annual Interest Rate Repayment Due Date 4/5/2017 Ambow Education Holding Ltd. Sino Accord 41,179 6,000 0 % 4/4/2019 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share Option Activity | A summary of the share option activity as of December 31, 2016, 2017 and 2018 is as follows: Year ended December 31, 2016 Year ended December 31, 2017 Year ended December 31, 2018 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value RMB RMB RMB RMB RMB RMB Outstanding at beginning of year 387,350 3.08 2.59 3,836 256,617 3.30 2.84 4,499 253,816 3.09 1.86 1,186 Granted - - - - - - - - - - - - Exercised - - - - - - - - - - - - Forfeited or expired (130,733 ) 3.30 - - (2,801 ) 3.09 - - - - - - Converted - - - - - - - - (253,816 ) 3.09 - - Outstanding at end of year 256,617 3.30 2.84 4,499 253,816 3.09 1.86 1,186 - - - - Exercisable at end of year 256,617 3.30 2.84 4,499 253,816 3.09 1.86 1,186 - - - - Expected to be vested - - - - - - - - - - - - |
Schedule of restricted stock awards activities | A summary of the restricted stock awards as of December 31, 2017 and 2018 is as follows: Year ended December 31, 2017 Shares Grant-date fair value Weighted Average Remaining Contractual Term RMB Outstanding at beginning of year 415,521 22.28 1.89 Granted - - - Issued (216,259 ) 21.25 - Forfeited or expired (2,625 ) 20.36 1.47 Outstanding at end of year 196,637 20.50 1.29 Shares vested but not issued at end of year 49,500 21.44 - Year ended December 31, 2018 Shares Grant-date fair value Weighted Average Remaining Contractual Term RMB Outstanding at beginning of year 196,637 20.50 1.29 Granted 493,059 18.56 3.90 Issued (409,350 ) 19.40 - Forfeited or expired (7,027 ) 21.51 2.11 Outstanding at end of year 273,319 19.31 3.01 Shares vested but not issued at end of year 34,962 22.51 - |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components of Provision for Income Taxes on Earnings | Significant components of the provision for income taxes on earnings for the years ended December 31, 2016, 2017 and 2018 are as follows: Years ended December 31, 2016 2017 2018 RMB RMB RMB Current: PRC 4,881 11,648 5,709 U.S. - 93 - Deferred: PRC 1,030 (2,161 ) (2,594 ) U.S. - 34 383 Provision for income tax expenses (benefits) 5,911 9,614 3,498 |
Schedule of Principal Components of the Group's Deferred Tax Assets and Liabilities | The principal components of the Group’s deferred tax assets and liabilities were as follows: As of December 31 2017 2018 RMB RMB Deferred tax asset: Accrued expense 7,028 5,942 Allowance for doubtful accounts 47,593 45,032 Tax loss carried forward 359,908 259,740 Deferred advertising expense 670 472 Impairment of long-lived tangible assets 19,691 424 Total deferred tax assets 434,890 311,610 Valuation allowance (403,485 ) (278,437 ) Deferred tax assets, net of valuation allowance 31,405 33,173 Deferred tax liabilities: - Unrecognized valuation surplus and deficit - acquisition 79,834 79,834 - Unrecognized valuation surplus and deficit - decrease due to amortization and impairment (56,677 ) (58,272 ) - Unrealized profit of short-term investments 26 142 - Accelerated fixed assets depreciation - 1,229 Total deferred tax liabilities 23,183 22,933 Deferred tax assets, net of valuation allowance and deferred tax liabilities 8,222 10,240 |
Summary of amounts and expiration dates of operating loss carryforward | The following represents the amounts and expiration dates of operating loss carried forwards for tax purpose: Amount RMB 2019 151,768 2020 83,692 2021 59,575 2022 31,845 2023 and thereafter 689,323 Total 1,016,203 |
Schedule of Roll-forward of Valuation Allowance | The following represents a roll-forward of the valuation allowance for each of the years: As of December 31, 2016 2017 2018 RMB RMB RMB Balance at beginning of the year 530,358 536,838 403,485 Allowance made during the year 6,480 10,764 7,315 Decrease due to disposal/deregistration of subsidiaries - (120,069 ) (23,595 ) Reversals - (24,048 ) (108,768 ) Balance at end of the year 536,838 403,485 278,437 |
Schedule of Reconciliation Between Total Income Tax Expense and Amount Computed by Applying the Weighted Average Statutory Income Tax Rate to Income Before Income Taxes | Reconciliation between total income tax expense and the amount computed by applying the PRC statutory income tax rate to income before income taxes is as follows: Years ended December 31, 2016 2017 2018 % % % PRC statutory income tax rate 25 % 25 % 25 % Impact of different tax rates in other jurisdictions - (6 )% (2 )% Tax effect of non-deductible expenses (1 )% 15 % 9 % Tax effect of non-taxable income 1 % (13 )% (9 )% Tax effect of tax-exempt entities (10 )% 7 % 0 % Tax effect of deemed profit (1 )% 0 % (2 )% Tax effect of short term investment 0 % 0 % 3 % Tax penalty (4 )% 2 % 0 % Changes in valuation allowance (29 )% (12 )% (16 )% Effective tax rate (19 )% 18 % 8 % |
Schedule of Reconciliation of Beginning and Ending Amount of Liabilities Associated with Uncertain Tax Positions | A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows: As of December 31, 2016 2017 2018 RMB RMB RMB Unrecognized tax benefits, beginning of year 23,648 25,323 24,619 Increases related to current tax positions 1,675 5,941 2,042 Decrease due to disposal of subsidiaries (Note 25) - (6,645 ) - Decrease due to deregistration of subsidiary - - (415 ) Unrecognized tax benefits, end of year 25,323 24,619 26,246 |
NET INCOME_LOSS PER SHARE (Tabl
NET INCOME/LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated: Years ended December 31, 2016 2017 2018 RMB RMB RMB Numerator: Numerator for basic and diluted (loss) income per share (35,700 ) 46,463 44,990 Denominator: Denominator for basic (loss) income per share weighted average ordinary shares outstanding 38,469,234 38,826,800 41,342,597 Denominator for diluted (loss) income per share weighted average ordinary shares outstanding 38,469,234 39,303,760 41,671,763 Basic (loss) income per share (0.93 ) 1.20 1.09 Diluted (loss) income per share (0.93 ) 1.18 1.08 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2018 were as follows: Amount RMB 2019 35,325 2020 27,920 2021 18,760 2022 15,475 2023 12,288 Thereafter 60,865 Total 170,633 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenues, Cost of Revenues, and Gross Profit by Segment | The CODM evaluates performance based on each reporting segment’s revenues, cost of revenues, gross profit, operating expenses, other income (expense), (loss) income before income tax and non-controlling interests and total assets as follows. For the year ended December 31, 2016 (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Consolidated RMB RMB RMB RMB RMB Net Revenues 47,985 222,592 270,577 141,439 412,016 Cost of revenues (33,465 ) (137,833 ) (171,298 ) (67,444 ) (238,742 ) GROSS PROFIT 14,520 84,759 99,279 73,995 173,274 OPERATING EXPENSES Selling and marketing (5,516 ) (1,065 ) (6,581 ) (30,810 ) (37,391 ) General and administrative (21,929 ) (42,205 ) (64,134 ) (34,023 ) (98,157 ) Research and development (1,445 ) - (1,445 ) (924 ) (2,369 ) Impairment loss (21,779 ) - (21,779 ) (623 ) (22,402 ) Unallocated corporate expenses - - - - (56,986 ) Total operating expenses (50,669 ) (43,270 ) (93,939 ) (66,380 ) (217,305 ) OPERATING (LOSS) INCOME (36,149 ) 41,489 5,340 7,615 (44,031 ) OTHER INCOME (EXPENSE) Interest income 106 106 212 186 398 Foreign exchange gain, net - - - 12 12 Other (loss) income, net (2,514 ) 195 (2,319 ) (1,714 ) (4,033 ) Gain on sale of investment available for sale - 2,464 2,464 138 2,602 Unallocated corporate other income - - - - 13,945 Total other (expenses) income (2,408 ) 2,765 357 (1,378 ) 12,924 (LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS (38,557 ) 44,254 5,697 6,237 (31,107 ) Segment assets 118,083 363,317 481,400 187,362 668,762 Unallocated corporate assets - - - - 284,261 TOTAL ASSETS 118,083 363,317 481,400 187,362 953,023 For the year ended December 31, 2017 (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Others Consolidated RMB RMB RMB RMB RMB Net Revenues 55,371 232,433 287,804 144,950 11,170 443,924 Cost of revenues (26,426 ) (152,509 ) (178,935 ) (70,465 ) (6,995 ) (256,395 ) GROSS PROFIT 28,945 79,924 108,869 74,485 4,175 187,529 OPERATING EXPENSES Selling and marketing (4,220 ) (1,356 ) (5,576 ) (26,656 ) - (32,232 ) General and administrative (16,411 ) (40,681 ) (57,092 ) (34,466 ) (12 ) (91,570 ) Research and development (241 ) - (241 ) (407 ) - (648 ) Unallocated corporate expenses - - - - - (60,774 ) Total operating expenses (20,872 ) (42,037 ) (62,909 ) (61,529 ) (12 ) (185,224 ) OPERATING INCOME 8,073 37,887 45,960 12,956 4,163 2,305 OTHER INCOME (EXPENSE) Interest income 252 804 1,056 171 - 1,227 Foreign exchange gain, net - - - 47 - 47 Gain on disposal of subsidiaries 4,540 - 4,540 - - 4,540 Other income (loss), net 10,402 1,025 11,427 (4,348 ) - 7,079 Gain on sale of investment available for sale - 5,594 5,594 1,958 - 7,552 Unallocated corporate other income - - - - - 32,789 Total other income (loss) 15,194 7,423 22,617 (2,172 ) - 53,234 INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 23,267 45,310 68,577 10,784 4,163 55,539 Segment assets 118,403 370,251 488,654 172,690 8,085 669,429 Unallocated corporate assets - - - - - 307,991 TOTAL ASSETS 118,403 370,251 488,654 172,690 8,085 977,420 For the year ended December 31, 2018 (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Others Consolidated RMB RMB RMB RMB RMB Net Revenues 46,820 277,790 324,610 200,524 6,374 531,508 Cost of revenues (27,770 ) (178,645 ) (206,415 ) (125,524 ) (6,204 ) (338,143 ) GROSS PROFIT 19,050 99,145 118,195 75,000 170 193,365 OPERATING EXPENSES Selling and marketing (332 ) (1,286 ) (1,618 ) (36,619 ) - (38,237 ) General and administrative 9,482 (46,041 ) (36,559 ) (57,288 ) (638 ) (94,485 ) Research and development - - - (4 ) (483 ) (487 ) Unallocated corporate expenses - - - - - (44,773 ) Total operating expenses 9,150 (47,327 ) (38,177 ) (93,911 ) (1,121 ) (177,982 ) OPERATING INCOME (LOSS) 28,200 51,818 80,018 (18,911 ) (951 ) 15,383 (RMB in thousands) Better School Better Job Tutoring K-12 Subtotal Career Enhancement Others Consolidated RMB RMB RMB RMB RMB OTHER INCOME (EXPENSE) Interest income 156 3,859 4,015 95 15 4,125 Foreign exchange gain (loss), net 111 - 111 94 (167 ) 38 Other income, net 2,495 3,404 5,899 2,581 - 8,480 Gain from derecognition of liabilities 3,914 - 3,914 340 - 4,254 Gain from deregistration of subsidiaries 489 - 489 2,369 - 2,858 Gain on sale of investment available for sale - 512 512 - - 512 Unallocated corporate other income - - - - - 12,788 Total other income (loss) 7,165 7,775 14,940 5,479 (152 ) 33,055 INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 35,365 59,593 94,958 (13,432 ) (1,103 ) 48,438 Segment assets 192,381 323,754 516,135 199,428 10,117 725,680 Unallocated corporate assets - - - - - 184,539 TOTAL ASSETS 192,381 323,754 516,135 199,428 10,117 910,219 |
PRC CONTRIBUTION AND PROFIT A_2
PRC CONTRIBUTION AND PROFIT APPROPRIATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
PRC CONTRIBUTION AND PROFIT APPROPRIATION [Abstract] | |
Schedule of Appropriations to General Reserve Fund, Statutory Surplus Reserve and Education Development Reserve | The following table presents the Group’s appropriations to the general reserve fund, statutory surplus reserve and education development reserve as of December 31, 2017 and 2018: As of December 31, 2017 2018 RMB RMB General and statutory surplus reserve 17,348 17,348 Education development reserve 2,688 2,801 Total 20,036 20,149 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | In 2017, the Group entered into one acquisition agreement. The details are as follow: Date of acquisition Purchase price Goodwill Intangibles with indefinite life Amortizable intangibles Entity acquired during the year ended December 31, 2017 RMB RMB RMB RMB (1) Bay State College Inc. November 20, 2017 22,830 5,212 5,920 1,438 |
Schedule of Purchase Price Allocation Based on Fair Values of Acquired Assets and Liabilities | The purchase price was allocated based on the fair values of the acquired assets and liabilities as of the acquisition date as follows: RMB Amortization Period (in years) Cash and cash equivalents 15,231 Prepaid and other current assets 3,921 Property and equipment 9,096 Intangible assets: Brand 5,920 Indefinite Students population 1,438 3.3 Goodwill 5,212 Other non-current assets 745 Total assets 41,563 Deferred revenue (3,685 ) Accounts payable (1,555 ) Accrued and other liabilities (9,004 ) Income tax payable 20 Other non-current liabilities (3,143 ) Deferred tax assets, net of deferred tax liabilities (1,366 ) Total 22,830 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Transactions with Related Parties | The Group entered into the following transactions with related parties: Years ended December 31, Transactions 2016 2017 2018 RMB RMB RMB Loan to/(collection from) a member of management team of Beijing SIWA Century Zhisheng Education Technology Co., Ltd. (“Century Zhisheng”) (Note i) (24 ) - - Repayments to Shandong Shichuang Software Engineering Co., Ltd., an entity controlled by Executive Principal of Ambow Research Center - - (1,013 ) Service provided to Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company (Note ii) - - 1,105 Compensation to non-executive directors of the board of the Company (Note iii) - - 279 Note (i) The loans to a member of management team of Century Zhisheng and borrowings from entities controlled by a member of management team of Century Zhisheng were made for operation purpose without interest bearing and maturity date. In 2017, the member of management team of Century Zhisheng was resigned, led to the reclassification of respective amounts due from and due to such member from related party to a third party. Note (ii) The service was provided to an entity significantly influenced by a member of management team of the Company. Note (iii) The compensation was for the services from the non-executive directors of the board to the Company. |
Schedule of Balances with Related Parties | Amounts due from a related party Amounts due to related parties As of December 31, As of December 31, Relationship 2017 2018 2017 2018 RMB RMB RMB RMB Entity controlled by Executive Principal of Ambow Research Center - Shandong Shichuang Software Engineering Co., Ltd. - - 3,430 2,417 Entity significantly influenced by a member of management team of the Company - Beijing QC Technology Company Limited (Note 23a (ii)) - 1,105 - - Non-executive directors of the board of the Company (Note a. iii) - - - 279 - 1,105 3,430 2,696 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Information about Inputs Into the Fair Value Measurements of the Assets and Liabilities that the Group Makes on a Recurring Basis | At December 31, 2018 and 2017 information about inputs into the fair value measurements of the assets and liabilities that the Group makes on a recurring basis were as follows: Fair Value Measurements at Reporting Date Using Total Fair Value and Carrying Value on Balance Sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2018 Assets: Short term investments, available for sale 47,208 47,208 - - Fair Value Measurements at Reporting Date Using Total Fair Value and Carrying Value on Balance Sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2017 Assets: Short term investments, available for sale 128,042 128,042 - - |
Schedule of Quantitative Information about Level 3 Fair Value Measurements of Property and Equipment, Other Non-current Assets and Intangible Assets | The following table presents the quantitative information about the Group’s Level 3 fair value measurements of intangible assets on a nonrecurring basis in 2017 and 2018, which utilize significant unobservable internally-developed inputs: Fair value Valuation techniques Unobservable inputs Range Intangible assets in 2017 91,249 Relief-from-royalty method Royalty rate Discount rate Terminal growth rate 1%-6% 14.8%-17% 3% Intangible assets in 2018 141,758 Relief-from-royalty method Royalty rate Discount rate Terminal growth rate 1%-6% 14.8%-17% 3% |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the quantitative information about the Group’s Level 3 fair value measurements of contingent consideration payable on a recurring basis in 2017 and 2018, which utilize significant unobservable internally-developed inputs: Fair value Valuation techniques Unobservable inputs Rate Contingent consideration payable in 2017 6,766 Discounted cash Discount rate 14.8% Contingent consideration payable in 2018 1,322 Discounted cash flow Discount rate 14.8% |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Summary of the Debtors who Accounted for 10% or More of the Group's Consolidated Prepaid and Other Current Assets, Other Non-current Assets and Consideration Receivable | A summary of the debtors who accounted for 10% or more of the Group’s consolidated accounts receivable and prepaid and other current assets was as follows: As of December 31, 2017 2018 Debtors RMB % RMB % Accounts receivable Company A 5,656 23 % - - Prepaid and other current assets Company B 49,800 38 % 49,800 37 % Company C 35,000 27 % 35,000 26 % |
ADDITIONAL INFORMATION - COND_2
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Tables) - Parent Company [Member] | 12 Months Ended |
Dec. 31, 2018 | |
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS [Line Items] | |
Schedule of Information of Consolidating Balance Sheets | As of December 31, 2017 2018 2018 RMB RMB US$ Note 3(a) ASSETS Current assets: Cash and cash equivalents 323 5,094 740 Amounts due from related parties 261,867 368,891 53,655 Prepaid expenses and other current assets 2,770 863 126 Total current assets 264,960 374,848 54,521 Non-current assets: Property and equipment, net - - - Intangible assets, net - - - Investment in subsidiaries - - - Total non-current assets - - - Total assets 264,960 374,848 54,521 LIABILITIES Current liabilities: Amounts due to related parties 17,325 41,559 6,045 Accrued and other liabilities 41,196 27,553 3,997 Borrowing from third party, current - 41,179 6,000 Total current liabilities 58,521 110,291 16,042 Non-current liabilities: Long-term borrowing from third party 39,205 - - Total non-current liabilities 39,205 - - Total liabilities 97,726 110,291 16,042 SHAREHOLDERS’ EQUITY Preferred shares (US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2017 and 2018) - - - Class A Ordinary shares (US$ 0.003 par value; 66,666,667 and 66,666,667 shares authorized; 34,206,939 and 38,756,289 shares issued and outstanding as of December 31, 2017 and 2018, respectively) 640 728 106 Class C Ordinary shares (US$ 0.003 par value; 8,333,333 and 8,333,333 shares authorized; 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2017 and 2018, respectively) 90 90 13 Additional paid-in capital 3,456,307 3,507,123 510,090 Accumulated deficit (3,296,679 ) (3,251,689 ) (472,938 ) Accumulated other comprehensive income 6,876 8,305 1,208 Total shareholders’ equity 167,234 264,557 38,749 Total liabilities and shareholders’ equity 264,960 374,848 54,521 |
Schedule of Information of Consolidating Statement of Operations | Years ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Note 3(a) NET REVENUES - Educational program and services - - - - - Intellectualized operational services - - - - Cost of revenues - Educational program and services - - - - - Intellectualized operational services - - - - GROSS LOSS - - - - Operating expenses: Selling and marketing - - - - General and administrative (18,854 ) (13,457 ) (1,097 ) (160 ) Research and development - - - - Total operating expenses (18,854 ) (13,457 ) (1,097 ) (160 ) OPERATING LOSS (18,854 ) (13,457 ) (1,097 ) (160 ) Share of (loss) income from subsidiaries (23,274 ) 59,933 44,864 6,526 OTHER EXPENSE Interest income, net 1 2 117 17 Other income (expense), net 6,427 (15 ) 1,106 161 Income tax - - - - NET (LOSS) INCOME (35,700 ) 46,463 44,990 6,544 |
Schedule of Information of Consolidating Statement of Cash Flows | Years ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Note 3(a) Cash flows from operating activities (6,348 ) (18,255 ) (86 ) (13 ) Cash flows from investing activities - (1,556 ) (2,619 ) (381 ) Cash flows from financing activities (843 ) 18,667 7,476 1,087 Effects of exchange rate changes on cash and cash equivalents - - - - Net change in cash and cash equivalents (7,191 ) (1,144 ) 4,771 693 Cash and cash equivalents at beginning of year 8,658 1,467 323 47 Cash and cash equivalents at end of year 1,467 323 5,094 740 Supplemental disclosure of cash flow information Supplemental disclosure of non-cash investing and financing activities |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES (Narrative) (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2017CNY (¥) | Jun. 30, 2018$ / sharesshares | Dec. 31, 2018shares | Nov. 20, 2017 | Aug. 31, 2017 | Feb. 14, 2017 | |
American Depository Shares [Member] | ||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES [Line Items] | ||||||
Number of shares issued | shares | 2,070,000 | 2,070,000 | ||||
Issue price of American depositary shares (in dollars per share) | $ / shares | $ 4.25 | |||||
Ambow BSC Inc [Member] | ||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Bay State College Inc [Member] | ||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Ambow Online [Member] | ||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES [Line Items] | ||||||
Disposal of Equity Interest In Subsidiary, Ownership Percentage | 100.00% | |||||
Twenty First Century Training Center [Member] | ||||||
ORGANIZATION AND PRINCIPAL ACTIVITIES [Line Items] | ||||||
Disposal of Equity Interest In Subsidiary, Ownership Percentage | 100.00% | |||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | ¥ | ¥ 1 |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES (Schedule of Consolidated Financial Information of the Group's VIEs and Non-VIEs were Included in the Accompanying Consolidated Financial Statements of the Group) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | |
VIE arrangements [Line Items] | |||||
Total assets | ¥ 910,219 | ¥ 977,420 | $ 132,386 | ||
Total liabilities | 647,448 | 811,461 | $ 94,167 | ||
Net revenue | 531,508 | $ 77,305 | 443,924 | ¥ 412,016 | |
Net (loss) income | 44,940 | $ 6,537 | 45,925 | (37,018) | |
Consolidated variable interest entity without recourse [Member] | |||||
VIE arrangements [Line Items] | |||||
Total assets | 743,097 | 706,096 | |||
Total liabilities | 527,339 | 553,936 | |||
Net revenue | 447,834 | 426,118 | 409,391 | ||
Net (loss) income | ¥ 66,185 | ¥ 41,636 | ¥ (12,805) |
ORGANIZATION AND PRINCIPAL AC_5
ORGANIZATION AND PRINCIPAL ACTIVITIES (Schedule of the Group's Cash and Cash Equivalents by Currency Denomination and Jurisdiction) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
VIE arrangements [Line Items] | ||||
Cash and cash equivalents | ¥ 211,436 | $ 30,752 | ¥ 195,303 | ¥ 196,900 |
Non-VIEs [Member] | China [Member] | ||||
VIE arrangements [Line Items] | ||||
Cash and cash equivalents | 2,179 | 4,178 | ||
Group [Member] | China [Member] | ||||
VIE arrangements [Line Items] | ||||
Cash and cash equivalents | 189,994 | 173,356 | ||
Variable Interest Entity Primary Beneficiary [Member] | ||||
VIE arrangements [Line Items] | ||||
Cash and cash equivalents | 196,339 | |||
Variable Interest Entity Primary Beneficiary [Member] | China [Member] | ||||
VIE arrangements [Line Items] | ||||
Cash and cash equivalents | ¥ 187,815 | ¥ 169,178 |
GOING CONCERN (Details)
GOING CONCERN (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018shares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Going Concern [Line Items] | ||||||
Unrestricted cash and cash equivalents | ¥ 211,436 | $ 30,752 | ¥ 195,303 | ¥ 196,900 | ||
Amount by which consolidated current liabilities exceeded consolidated current assets | 89,747 | |||||
Consolidated net assets | 262,771 | |||||
Total lease commitment amount | 170,633 | |||||
Lease commitment within one year | 35,325 | |||||
Short term investments, available for sale | 47,208 | 6,866 | 128,042 | |||
Short term investments, held to maturity | 70,000 | $ 10,181 | ¥ 93,000 | |||
American Depository Shares [Member] | ||||||
Going Concern [Line Items] | ||||||
Proceeds from Issuance Initial Public Offering | ¥ 45,402 | $ 7,113 | ||||
Stock Issued During Period, Shares, New Issues | shares | 2,070,000 | 2,070,000 | 2,070,000 | |||
Share Price | $ / shares | $ 4.25 | |||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||
Going Concern [Line Items] | ||||||
Unrestricted cash and cash equivalents | ¥ 196,339 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | |
Basis of presentation | ||||
Exchange rate | 6.8755 | 6.8755 | ||
Original maturity period of term deposits | 3 months | |||
Advertising expenses | ¥ 8,450 | ¥ 2,701 | ¥ 1,857 | |
Basis of consolidation | ||||
Accounts Receivable, Net, Current | 18,132 | 24,511 | $ 2,637 | |
Deferred Revenue, Revenue Recognized | 114,396 | 109,484 | ||
Revenue, Remaining Performance Obligation, Amount | ¥ 125,414 | ¥ 119,581 | ||
Minimum [Member] | ||||
Basis of consolidation | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 year | |||
Maximum [Member] | ||||
Basis of consolidation | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 4 years |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Estimated Useful Lives for Calculation of Depreciation) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of the remaining lease terms or estimated useful lives |
Building [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Building [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Office And Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Office And Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Original Useful Lives of Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer Software Intangible Asset [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Original estimated useful lives | 2 years |
Computer Software Intangible Asset [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Original estimated useful lives | 10 years |
Student Populations [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Original estimated useful lives | 1 year 9 months 18 days |
Student Populations [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Original estimated useful lives | 15 years |
Cooperative Agreement [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Original estimated useful lives | 1 year 3 months 18 days |
Cooperative Agreement [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Original estimated useful lives | 10 years |
Off-Market Favorable Lease [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Original estimated useful lives | 9 months 18 days |
Off-Market Favorable Lease [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Original estimated useful lives | 20 years |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Estimated Useful Lives | Indefinite |
Brands [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite Lived Intangible Asset Estimated Useful Lives | Indefinite |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Disaggregation Of Revenue By Operating Segments) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Revenues | ¥ 531,508 | $ 77,305 | ¥ 443,924 | ¥ 412,016 |
Others [Member] | ||||
Revenues | 6,374 | 11,170 | ||
BetterSchool [Member] | ||||
Revenues | 324,610 | 287,804 | 270,577 | |
BetterSchool [Member] | Tutoring [Member] | ||||
Revenues | 46,820 | 55,371 | 47,985 | |
BetterSchool [Member] | K12 Schools [Member] | ||||
Revenues | 277,790 | 232,433 | 222,592 | |
BetterJob [Member] | Career Enhancement [Member] | ||||
Revenues | ¥ 200,524 | ¥ 144,950 | ¥ 141,439 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Deferred Revenue Balances by Segments) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) |
Significant Accounting Policies [Line Items] | |||
Deferred revenue balances | ¥ 124,250 | $ 18,071 | ¥ 114,396 |
Career Enhancement [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue balances | 24,333 | 21,496 | |
K12 Schools [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue balances | 87,027 | 77,394 | |
Tutoring [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue balances | ¥ 12,890 | ¥ 15,506 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) |
Cash and cash equivalents | ¥ 211,436 | $ 30,752 | ¥ 195,303 | ¥ 196,900 | ||
Restricted cash | 30,072 | 4,374 | 2,350 | 2,350 | ||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | ¥ 241,508 | $ 35,126 | ¥ 197,653 | $ 28,747 | ¥ 199,250 | ¥ 248,353 |
SHORT TERM INVESTMENTS (Narrati
SHORT TERM INVESTMENTS (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
OTTI loss, held-to-maturity investments | $ 0 |
OTTI loss, available-for-sale investments | $ 0 |
Maximum [Member] | |
Derivative, Remaining Maturity | 98 days |
Derivative, Fixed Interest Rate | 4.48% |
Minimum [Member] | |
Derivative, Remaining Maturity | 30 days |
Derivative, Fixed Interest Rate | 3.90% |
SHORT TERM INVESTMENTS (Schedul
SHORT TERM INVESTMENTS (Schedule of Amortized Cost, Gross Unrecognized Holding Gains and Losses, Gross Unrealized Gain in Accumulated Other Comprehensive Income, and Estimated Fair Value of Investments) (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fixed-Rate Financial Products [Member] | ||
Held-to-maturity investments | ||
Amortized Cost | ¥ 70,000 | ¥ 93,000 |
Gross unrealized gain in accumulated other comprehensive income | 0 | 0 |
Estimated Fair value | 70,000 | 93,000 |
Adjustable-Rate Financial Products [Member] | ||
Available-for-sale investments | ||
Amortized Cost | 47,000 | 128,000 |
Gross unrealized gain in accumulated other comprehensive income | 208 | 42 |
Estimated Fair value | ¥ 47,208 | ¥ 128,042 |
SHORT TERM INVESTMENTS (Sched_2
SHORT TERM INVESTMENTS (Schedule of Interest Income Recognized on Held-To-Maturity Investments) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Interest income recognized on held-to-maturity investments | ¥ 5,836 | $ 849 | ¥ 3,799 | ¥ 4,078 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | ||
ACCOUNTS RECEIVABLE, NET | ||||||
Accounts receivable | ¥ 21,667 | ¥ 25,257 | ||||
Less: Allowance for doubtful accounts | ¥ (746) | ¥ (746) | (3,535) | (746) | ||
Accounts receivable, net | ¥ 18,132 | $ 2,637 | ¥ 24,511 | |||
Allowance for doubtful accounts: | ||||||
Balance at beginning of year | (746) | 0 | ||||
Addition | [1] | (4,616) | (746) | |||
Written off | [1] | 1,827 | 0 | |||
Balance at end of year | ¥ (3,535) | ¥ (746) | ||||
[1] | Full provision was provided to receivables due from different customers due to the remote collectability, and certain provision was written off after all collection efforts have been exhausted and the potential for recovery was remote. |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS, NET (Schedule of Prepaid and Other Current Assets) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) |
Amount due from minority shareholder | ¥ 49,800 | ¥ 49,800 | |
Value added tax refundable | 5,165 | 5,165 | |
Due from former owners | 5,743 | 5,743 | |
Staff advances | 7,885 | 5,857 | |
Rental deposits | 3,522 | 3,804 | |
Prepaid professional services fees | 5,053 | 6,513 | |
Prepaid rental fees | 7,794 | 5,520 | |
Receivable from Zhenjiang operating rights | 35,000 | 35,000 | |
Others | 24,462 | 23,327 | |
Total before allowance for doubtful accounts | 144,424 | 140,729 | |
Less: allowance for doubtful accounts | (9,654) | (11,212) | |
Total | ¥ 134,770 | $ 19,601 | ¥ 129,517 |
PREPAID AND OTHER CURRENT ASS_4
PREPAID AND OTHER CURRENT ASSETS, NET (Schedule of Allowance for Doubtful Accounts) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2012 | ||
Allowance for doubtful accounts: | ||||
Balance at beginning of year | ¥ (11,212) | ¥ (179,055) | ||
Addition | [1] | (1,029) | (2,690) | |
Written off | 2,587 | 150,886 | ¥ 46,829 | |
Decrease due to disposal of subsidiaries | [2] | 0 | 19,647 | |
Balance at end of year | ¥ (9,654) | ¥ (11,212) | ||
[1] | Other addition of allowance during the years of 2017 and 2018 was mainly provided against third parties and former employees due to the remote recoverability. | |||
[2] | In the year ended December 31, 2018, the Group negotiated and recovered receivables due from Xihua Group in RMB 20,000. It was part of receivables from Xihua Group which had been provided with allowance and written off in the year of 2012 because our management had to focus on JPL process in 2012 and following years till 2014, and did not have enough resources to put towards collection of such receivables back then. In 2018, Xihua Group was searching for a business cooperation agreement with the Group, which led to the collection of the receivable in RMB 20,000 as a final settlement of historical receivables as aforementioned. As of December 31, 2018, RMB 20,000 has been fully collected by the Group. |
PREPAID AND OTHER CURRENT ASS_5
PREPAID AND OTHER CURRENT ASSETS, NET (Summary of Receivable Transferred and Consideration Allocated Based on Management's Estimation on Recoverability) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2012 | |
Consideration allocated | |||
Payable to Zhenjiang Foreign Language School | ¥ 36,770 | ¥ 36,770 | |
Allowance for Doubtful Accounts Receivable, Write-offs | 2,587 | ¥ 150,886 | ¥ 46,829 |
Xihua Group [Member] | |||
Consideration allocated | |||
Proceeds from Collection of Other Receivables | ¥ 20,000 |
LOAN RECEIVABLE, CURRENT (Detai
LOAN RECEIVABLE, CURRENT (Details) ¥ in Thousands | 12 Months Ended |
Dec. 31, 2018CNY (¥) | |
Loans Repayment Due Date | Apr. 4, 2019 |
Loans Receivable Grant Date | Apr. 5, 2017 |
Loans Receivable Borrower Name | Suzhou Zhixinliren Investments Co., Limited ("Suzhou Zhixinliren") |
Loans Receivable Lender Name | Ambow Shengying |
Loans Receivable Granted | ¥ 42,677 |
Loans Receivable With Fixed Rate Of Interest | 0.00% |
LOAN RECEIVABLE, CURRENT (Narra
LOAN RECEIVABLE, CURRENT (Narrative) (Details) ¥ in Thousands, $ in Thousands | Apr. 05, 2017CNY (¥) | Apr. 05, 2017USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) |
Loans Receivable Granted | ¥ 42,677 | |||||
Offsetting Loans Payable | $ | $ 6,000 | |||||
Offsetting Loans Receivables | 42,677 | |||||
Long-term Investments and Receivables, Net | 0 | $ 0 | ¥ 42,677 | |||
Notes, Loans and Financing Receivable, Net, Current | 42,677 | $ 6,207 | 0 | |||
Sino Accord [Member] | ||||||
Loan Receivable Agreement | ¥ 41,179 | $ 6,000 | ||||
Suzhou Zhixinliren [Member] | ||||||
Loans Receivable Granted | ¥ 42,677 | |||||
Long-term Investments and Receivables, Net | ¥ 42,677 | |||||
Notes, Loans and Financing Receivable, Net, Current | ¥ 42,677 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | Dec. 30, 2010CNY (¥) | |
Property Plant And Equipment [Line Items] | |||||
Sub-total | ¥ 292,727 | ¥ 286,314 | |||
Less: accumulated depreciation | (126,794) | (117,891) | |||
Total | 165,933 | 168,423 | $ 24,134 | ||
Depreciation expenses of continuing operations | 19,973 | 17,103 | ¥ 17,620 | ||
Net carrying value of certain buildings for which the Group is in the process of applying for building ownership certificates | 32,838 | ||||
Ambow Beijing Campus And Shenyang K12 [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Depreciation expenses of continuing operations | 600 | 600 | ¥ 600 | ||
Capital leases of properties | 4,950 | 4,350 | ¥ 12,000 | ||
Building [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Sub-total | 128,050 | 127,914 | |||
Assets Held Under Capital Leases [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Sub-total | 12,000 | 12,000 | |||
Vehicles [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Sub-total | 4,783 | 4,054 | |||
Office And Computer Equipment [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Sub-total | 67,555 | 69,804 | |||
Lease hold Improvements [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Sub-total | ¥ 80,339 | ¥ 72,542 |
INTANGIBLE ASSETS, NET (Narrati
INTANGIBLE ASSETS, NET (Narrative) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
INTANGIBLE ASSETS, NET [Line Items] | |||
Impairment loss | ¥ 2,655 | ||
Amortization expenses for intangible assets of continuing operations | ¥ 4,651 | 4,782 | ¥ 6,786 |
Amortization expenses for intangible assets of continuing operations included in cost of sales | ¥ 1,393 | ¥ 1,393 | 2,466 |
Trade name [Member] | |||
INTANGIBLE ASSETS, NET [Line Items] | |||
Impairment loss | ¥ 2,655 |
INTANGIBLE ASSETS, NET (Summary
INTANGIBLE ASSETS, NET (Summary of Intangible Assets) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) |
Finite-lived intangible assets | |||
Gross carrying amount | ¥ 204,637 | ¥ 202,986 | |
Less: accumulated amortization | (112,225) | (106,217) | |
Net Carrying Amount | 92,412 | $ 13,441 | 96,769 |
Trade names | |||
Finite-lived intangible assets | |||
Gross carrying amount | 48,908 | 48,908 | |
Less: accumulated amortization | 0 | 0 | |
Net Carrying Amount | 48,908 | 48,908 | |
Brand | |||
Finite-lived intangible assets | |||
Gross carrying amount | 5,920 | 5,920 | |
Less: accumulated amortization | 0 | 0 | |
Net Carrying Amount | 5,920 | 5,920 | |
Student populations | |||
Finite-lived intangible assets | |||
Gross carrying amount | 39,818 | 39,818 | |
Less: accumulated amortization | (38,476) | (37,580) | |
Net Carrying Amount | 1,342 | 2,238 | |
Software | |||
Finite-lived intangible assets | |||
Gross carrying amount | 35,421 | 33,770 | |
Less: accumulated amortization | (34,200) | (32,712) | |
Net Carrying Amount | 1,221 | 1,058 | |
Customer relationships | |||
Finite-lived intangible assets | |||
Gross carrying amount | 5,270 | 5,270 | |
Less: accumulated amortization | (5,270) | (5,270) | |
Net Carrying Amount | 0 | 0 | |
Cooperative agreements | |||
Finite-lived intangible assets | |||
Gross carrying amount | 5,230 | 5,230 | |
Less: accumulated amortization | (4,062) | (3,554) | |
Net Carrying Amount | 1,168 | 1,676 | |
Favorable leases | |||
Finite-lived intangible assets | |||
Gross carrying amount | 63,237 | 63,237 | |
Less: accumulated amortization | (29,384) | (26,268) | |
Net Carrying Amount | 33,853 | 36,969 | |
Non-compete agreements | |||
Finite-lived intangible assets | |||
Gross carrying amount | 833 | 833 | |
Less: accumulated amortization | (833) | (833) | |
Net Carrying Amount | ¥ 0 | ¥ 0 |
INTANGIBLE ASSETS, NET (Schedul
INTANGIBLE ASSETS, NET (Schedule of Estimated Amortization Expenses of Intangible Assets for Future Annual Periods) (Details) ¥ in Thousands | Dec. 31, 2018CNY (¥) |
Estimated amortization expenses for each of the future annual periods | |
2019 | ¥ 4,598 |
2020 | 4,514 |
2021 | 3,569 |
2022 | 3,370 |
2023 | 3,316 |
Thereafter | 18,217 |
Total | ¥ 37,584 |
GOODWILL (Details)
GOODWILL (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | |
Changes in the carrying amount of goodwill by segment | |||
Balance at the beginning of the period | ¥ 73,166 | ||
Balance at the end of the period | ¥ 73,166 | $ 10,642 | ¥ 73,166 |
Measurement Input, Long-term Revenue Growth Rate [Member] | |||
Changes in the carrying amount of goodwill by segment | |||
Terminal growth rate (as a percent) | 3.00% | 3.00% | |
Minimum [Member] | Measurement Input, Default Rate [Member] | |||
Changes in the carrying amount of goodwill by segment | |||
Discount rate (as a percent) | 14.80% | 14.80% | |
Maximum [Member] | Measurement Input, Default Rate [Member] | |||
Changes in the carrying amount of goodwill by segment | |||
Discount rate (as a percent) | 17.00% | 17.00% | |
Better Schools [Member] | |||
Changes in the carrying amount of goodwill by segment | |||
Balance at the beginning of the period | 33,482 | ||
Balance at the end of the period | ¥ 33,482 | ||
Better Schools [Member] | Tutoring [Member] | |||
Changes in the carrying amount of goodwill by segment | |||
Balance at the beginning of the period | 7,772 | ||
Balance at the end of the period | 7,772 | ||
Better Schools [Member] | K-12 Schools [Member] | |||
Changes in the carrying amount of goodwill by segment | |||
Balance at the beginning of the period | 25,710 | ||
Balance at the end of the period | 25,710 | ||
Better Jobs [Member] | |||
Changes in the carrying amount of goodwill by segment | |||
Balance at the beginning of the period | 73,166 | ||
Balance at the end of the period | 73,166 | ||
Better Jobs [Member] | Career Enhancement [Member] | |||
Changes in the carrying amount of goodwill by segment | |||
Balance at the beginning of the period | ¥ 39,684 | ||
Balance at the end of the period | ¥ 39,684 |
OTHER NON-CURRENT ASSETS, NET_2
OTHER NON-CURRENT ASSETS, NET (Narrative) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Other non-current assets [Line Items] | ||||
Payments to Acquire Other Investments | ¥ 0 | $ 0 | ¥ 798 | ¥ 0 |
Shenyang K12 [Member] | ||||
Other non-current assets [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | |||
Payments to Acquire Other Investments | ¥ 4,504 |
OTHER NON-CURRENT ASSETS, NET_3
OTHER NON-CURRENT ASSETS, NET (Schedule of Other Non-current Assets) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | |
OTHER NON-CURRENT ASSETS | ||||
Prepayment for purchase of minority interest | [1] | ¥ 0 | ¥ 4,504 | |
Equity method investments | 2,446 | 1,764 | ||
Prepayment for development of internal use software | 1,211 | 1,211 | ||
Long-term prepaid rental fees | 4,312 | 2,161 | ||
Others | 3,295 | 3,952 | ||
Total | ¥ 11,264 | $ 1,638 | ¥ 13,592 | |
[1] | In 2017, the Group prepaid RMB 4,504 to purchase 10% economic interest of Shenyang K-12. The transfer of ownership of such economic interest has been completed in June 2018. |
ACCRUED AND OTHER LIABILITIES_2
ACCRUED AND OTHER LIABILITIES (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) |
Payable to Ambow Online (Note 25) | ¥ 25,532 | ¥ 137,532 | |
Business tax, VAT and others | 41,147 | 41,437 | |
Payable balance with indemnity by Xihua Group (Note 7(i) | 49,800 | 49,800 | |
Accrual for rental | 43,147 | 42,612 | |
Payable to Zhenjiang Foreign Language School (Note 7(ii)) | 36,770 | 36,770 | |
Accrued payroll and welfare | 28,767 | 27,383 | |
Professional service fees payable | 2,801 | 20,850 | |
Receipt in advance | 9,431 | 18,578 | |
Amounts due to students | 5,995 | 11,423 | |
Lawsuit penalty payable | 2,453 | 2,315 | |
Others | 10,482 | 30,298 | |
Total | ¥ 256,325 | $ 37,270 | ¥ 418,998 |
BORROWING FROM THIRD PARTY, C_3
BORROWING FROM THIRD PARTY, CURRENT (Narrative) (Details) ¥ in Thousands, $ in Thousands | Apr. 05, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Apr. 05, 2017USD ($) |
Debt Instrument, Face Amount | $ | $ 6,000 | ||||
Long-term Debt | ¥ 41,179 | ¥ 0 | $ 0 | ¥ 39,205 | |
Debt Instrument, Maturity Date Range, Start | Apr. 4, 2018 | ||||
Due to Related Parties, Noncurrent | $ | $ 6,000 | ||||
Loans Receivable, Net | ¥ | 42,677 | ||||
Debt Instrument, Maturity Date Range, End | Apr. 4, 2019 | ||||
Long-term Loan [Member] | |||||
Long-term Debt | ¥ | ¥ 41,179 | ¥ 39,205 |
BORROWING FROM THIRD PARTY, C_4
BORROWING FROM THIRD PARTY, CURRENT (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Apr. 05, 2017USD ($) | |
Amount | ¥ 41,179 | $ 6,000 | ¥ 0 | |
Original Amount | $ 6,000 | |||
Short term borrowing [Member] | ||||
Date | Apr. 5, 2017 | |||
Borrower | Ambow Education Holding Ltd. | |||
Lender | Sino Accord | |||
Amount | ¥ | ¥ 41,179 | |||
Original Amount | $ 6,000 | |||
Annual Interest Rate | 0.00% | 0.00% | ||
Repayment Due Date | Apr. 4, 2019 |
ORDINARY SHARES (Narrative) (De
ORDINARY SHARES (Narrative) (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Nov. 22, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Jan. 01, 2017 | |
ORDINARY SHARES [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 293,059 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 0.4749 | |||
Restricted stock [Member] | ||||
ORDINARY SHARES [Line Items] | ||||
Number of ordinary shares converted to Class A ordinary shares | 293,059 | |||
Awards vested | 0 | 15,027 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 200,000 | |||
Restricted stock [Member] | Employees [Member] | ||||
ORDINARY SHARES [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||
Class A Ordinary Shares [Member] | ||||
ORDINARY SHARES [Line Items] | ||||
Shares issued | 34,206,939 | 38,756,289 | 33,990,680 | |
Shares outstanding | 34,206,939 | 38,756,289 | 33,990,680 | |
Class C Ordinary Shares [Member] | ||||
ORDINARY SHARES [Line Items] | ||||
Shares issued | 4,708,415 | 4,708,415 | 4,708,415 | |
Shares outstanding | 4,708,415 | 4,708,415 | 4,708,415 |
SHARE BASED COMPENSATION (Narra
SHARE BASED COMPENSATION (Narrative) (Details) ¥ / shares in Units, ¥ in Thousands | Oct. 14, 2014$ / sharesshares | Jun. 01, 2010shares | Feb. 04, 2005shares | Dec. 21, 2018shares | Nov. 22, 2018$ / sharesshares | May 18, 2015shares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 31, 2016CNY (¥)shares | Nov. 14, 2008shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expenses | ¥ | ¥ 8,121 | ¥ 4,640 | ¥ 7,828 | |||||||
Unrecognized share-based compensation expenses | ¥ | ¥ 4,650 | ¥ 3,575 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 293,059 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.4749 | |||||||||
Restricted stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for grant | 200,000 | |||||||||
Granted (in shares) | 493,059 | 0 | ||||||||
Denominator used to determine number of shares of restricted stock subject to each award | $ / shares | $ 200 | |||||||||
Share price (in dollars per share) | $ / shares | $ 1.480 | |||||||||
Awards vested | 0 | 15,027 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | (per share) | $ 2.70 | ¥ 18.56 | ¥ 0 | |||||||
Restricted stock [Member] | Employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 86,473 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||
Restricted stock [Member] | Employees and new hires [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 510,000 | 116,291 | 127,500 | |||||||
Awards vested | 811,359 | 116,291 | 122,353 | |||||||
Share Incentive Plan 2005 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for grant | 50,000 | 676,078 | ||||||||
Expiration term | 10 years | |||||||||
Vesting period | 4 years | |||||||||
Automatic termination period of the plan | 10 years | |||||||||
Share Incentive Plan 2005 [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of voting interest to be held by an individual to be eligible for designation as an optionee or purchaser | 10.00% | |||||||||
Exercise price per share granted to a 10% stockholder relative to fair market value per share on the grant date (as a percent) | 110.00% | |||||||||
Purchase price per share granted to a 10% stockholder relative to fair market value per share on the grant date (as a percent) | 100.00% | |||||||||
Equity Incentive Plan 2010 [Member] | Common Class A [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for grant | 633,333 | |||||||||
Annual increase in shares authorized on the first day of each fiscal year | 833,333 | |||||||||
Annual increase in shares authorized on the first day of each fiscal year (as a percent) | 5.00% | |||||||||
Equity Incentive Plan 2010 [Member] | Common Class A [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares to be added to the 2010 Plan from the 2005 Plan | 333,333 | |||||||||
Equity Incentive Plan 2010 [Member] | Common Class A [Member] | Employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 19,935 | |||||||||
Equity Incentive Plan 2010 [Member] | Incentive Shares Option [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration term | 10 years | |||||||||
Equity Incentive Plan 2010 [Member] | Incentive Shares Option [Member] | Employees [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of voting interest to be held by an individual to be eligible for designation as an optionee or purchaser | 10.00% | |||||||||
Exercise price per share granted to a 10% stockholder relative to fair market value per share on the grant date (as a percent) | 110.00% | |||||||||
Expiration term | 5 years | |||||||||
Amended and Restated Equity Incentive Plan 2010 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for grant | 6,500,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 293,059 | 293,059 | ||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Description of Number of Shares Available for Issuance | The number of shares available for issuance under the Amended and Restated 2010 Plan will be increased on the closing day of each future registration (including closing of over-allotment options) during the next two fiscal years ending December 31, 2020, in an amount equal to fifteen percent (15%) of the shares offered in each registration. |
SHARE BASED COMPENSATION (Summa
SHARE BASED COMPENSATION (Summary of Share Option Activity) (Details) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2018CNY (¥)$ / shares¥ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 31, 2017CNY (¥)$ / shares¥ / sharesshares | Dec. 31, 2016CNY (¥)¥ / sharesshares | Dec. 31, 2016CNY (¥)$ / shares¥ / sharesshares | Dec. 31, 2015CNY (¥)¥ / sharesshares | |
Aggregate Intrinsic Value | |||||||
Aggregate Intrinsic Value | ¥ | ¥ 0 | ¥ 0 | ¥ 1,186 | ¥ 1,186 | ¥ 4,499 | ¥ 4,499 | |
Employee and Directors Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Available for future grants (in shares) | 941,978 | 941,978 | |||||
Shares | |||||||
Outstanding at the beginning of the year (in shares) | 253,816 | 256,617 | 387,350 | ||||
Granted (in shares) | 0 | 0 | 0 | ||||
Exercised (in shares) | 0 | 0 | 0 | ||||
Forfeited or expired (in shares) | 0 | (2,801) | (130,733) | ||||
Converted (in shares) | (253,816) | 0 | 0 | ||||
Outstanding at the end of the year (in shares) | 0 | 253,816 | 256,617 | 387,350 | |||
Exercisable at the end of the year (in shares) | 0 | 0 | 253,816 | 253,816 | 256,617 | 256,617 | |
Expected to vested (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | |
Weighted Average Exercise Price | |||||||
Outstanding at the beginning of the year | ¥ / shares | ¥ 3.09 | ¥ 3.30 | ¥ 3.08 | ||||
Granted | ¥ / shares | 0 | 0 | 0 | ||||
Exercised | ¥ / shares | 0 | 0 | 0 | ||||
Forfeited or expired | ¥ / shares | 0 | 3.09 | 3.30 | ||||
Converted | $ / shares | ¥ 3.09 | ¥ 0 | ¥ 0 | ||||
Outstanding at end of year | ¥ / shares | 0 | 3.09 | 3.30 | ¥ 3.08 | |||
Exercisable at end of year | ¥ / shares | ¥ 0 | ¥ 0 | ¥ 3.09 | ¥ 3.09 | ¥ 3.30 | ¥ 3.30 | |
Weighted Average Remaining Contractual Term | |||||||
Outstanding at end of year | 1 year 10 months 10 days | 2 years 10 months 2 days | 2 years 7 months 2 days | ||||
Exercisable at end of year | 1 year 10 months 10 days | 2 years 10 months 2 days | |||||
Aggregate Intrinsic Value | |||||||
Aggregate Intrinsic Value | ¥ | ¥ 3,836 | ||||||
Exercisable at end of year | ¥ | ¥ 0 | ¥ 1,186 | ¥ 4,499 | ||||
Expected to be vested | ¥ | ¥ 0 | ¥ 0 | ¥ 0 | ¥ 0 | ¥ 0 | ¥ 0 | |
Employee and Directors Stock Options [Member] | Employees [Member] | |||||||
Shares | |||||||
Outstanding at the beginning of the year (in shares) | 223,895 | ||||||
Outstanding at the end of the year (in shares) | 223,895 | ||||||
Employee and Directors Stock Options [Member] | Non Employees [Member] | |||||||
Shares | |||||||
Outstanding at the beginning of the year (in shares) | 29,921 | ||||||
Outstanding at the end of the year (in shares) | 29,921 |
SHARE BASED COMPENSATION (Sched
SHARE BASED COMPENSATION (Schedule of Restricted stock ) (Details) - Restricted stock [Member] | 1 Months Ended | 12 Months Ended | ||
Nov. 22, 2018$ / shares | Dec. 31, 2018¥ / sharesshares | Dec. 31, 2017¥ / sharesshares | Dec. 31, 2016¥ / sharesshares | |
Shares | ||||
Outstanding at beginning of year (in shares) | 196,637 | 415,521 | ||
Granted (in shares) | 493,059 | 0 | ||
Issued (in shares) | (409,350) | (216,259) | ||
Forfeited or expired (in shares) | (7,027) | (2,625) | ||
Outstanding at end of year (in shares) | 273,319 | 196,637 | 415,521 | |
Shares vested but not issued at end of year (in shares) | 34,962 | 49,500 | ||
Grant-date fair value | ||||
Outstanding at beginning of year | ¥ / shares | ¥ 20.50 | ¥ 22.28 | ||
Granted | (per share) | $ 2.70 | 18.56 | 0 | |
Issued | ¥ / shares | 19.40 | 21.25 | ||
Forfeited or expired | ¥ / shares | 21.51 | 20.36 | ||
Outstanding at end of year | ¥ / shares | 19.31 | 20.50 | ¥ 22.28 | |
Shares vested but not issued at end of year | ¥ / shares | ¥ 22.51 | ¥ 21.44 | ||
Weighted Average Remaining Contractual Term | ||||
Outstanding at beginning of year | 3 years 4 days | 1 year 3 months 14 days | 1 year 10 months 20 days | |
Granted | 3 years 10 months 24 days | 0 years | ||
Forfeited or expired | 2 years 1 month 10 days | 1 year 5 months 19 days | ||
Shares vested but not issued at the end of the period | 0 years | 0 years | ||
Outstanding at end of year | 3 years 4 days | 1 year 3 months 14 days | 1 year 10 months 20 days |
TAXATION (Narrative) (Details)
TAXATION (Narrative) (Details) - CNY (¥) ¥ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||||
Unrecognized tax benefits that if recognized would affect the annual effective tax rate | ¥ 1,675 | ¥ 2,042 | ¥ 5,941 | ¥ 1,675 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 25.00% | 25.00% | 25.00% | |
Minimum [Member] | ||||
Income Taxes [Line Items] | ||||
VAT (as a percent) | 3.00% | |||
Business tax (as a percent) | 3.00% | 3.00% | ||
Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
VAT (as a percent) | 6.00% | |||
Business tax (as a percent) | 5.00% | 5.00% | ||
China [Member] | ||||
Income Taxes [Line Items] | ||||
VAT payable | ¥ 8,973 | ¥ 8,965 | ||
Business tax payable | ¥ 18,430 | ¥ 18,423 | ||
Withholding income tax on dividends distributed by an FIE to its immediate holding company outside China (as a percent) | 10.00% | |||
Lower withholding income tax on dividends distributed by an FIE to its immediate holding company registered in Hong Kong or other jurisdiction that have a tax treaty or arrangement with China (as a percent) | 5.00% | |||
Income tax rate for schools in certain cities registered as requiring reasonable returns (as a percent) | 25.00% | |||
China [Member] | Minimum [Member] | ||||
Income Taxes [Line Items] | ||||
VAT (as a percent) | 3.00% | |||
Business tax (as a percent) | 3.00% | |||
Income tax rate for schools in certain cities registered as requiring reasonable returns (as a percent) | 1.50% | |||
China [Member] | Maximum [Member] | ||||
Income Taxes [Line Items] | ||||
VAT (as a percent) | 6.00% | |||
Business tax (as a percent) | 5.00% | |||
Income tax rate for schools in certain cities registered as requiring reasonable returns (as a percent) | 2.50% | |||
Hong Kong [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax rate (as a percent) | 16.50% | |||
Taiwan | ||||
Income Taxes [Line Items] | ||||
Income tax rate (as a percent) | 17.00% | |||
Domestic Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | ||
Private schools or colleges [Member] | China [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax rate for schools in certain cities registered as requiring reasonable returns (as a percent) | 25.00% |
TAXATION (Schedule of Significa
TAXATION (Schedule of Significant Components of Provision for Income Taxes on Earnings) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Deferred: | ||||
Provision for income tax expenses (benefits) | ¥ 3,498 | $ 509 | ¥ 9,614 | ¥ 5,911 |
PRC | ||||
Current: | ||||
CurrentIncomeTaxExpenseBenefit | 5,709 | 11,648 | 4,881 | |
Deferred: | ||||
DeferredIncomeTaxExpenseBenefit | (2,594) | (2,161) | 1,030 | |
U.S. | ||||
Current: | ||||
CurrentIncomeTaxExpenseBenefit | 0 | 93 | 0 | |
Deferred: | ||||
DeferredIncomeTaxExpenseBenefit | ¥ 383 | ¥ 34 | ¥ 0 |
TAXATION (Schedule of Principal
TAXATION (Schedule of Principal Components of the Group's Deferred Tax Assets and Liabilities) (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax asset: | ||
Accrued expense | ¥ 5,942 | ¥ 7,028 |
Allowance for doubtful accounts | 45,032 | 47,593 |
Tax loss carried forward | 259,740 | 359,908 |
Deferred advertising expense | 472 | 670 |
Impairment of long-lived tangible assets | 424 | 19,691 |
Total deferred tax assets | 311,610 | 434,890 |
Valuation allowance | (278,437) | (403,485) |
Deferred tax assets, net of valuation allowance | 33,173 | 31,405 |
Deferred tax liabilities: | ||
Unrecognized valuation surplus and deficit -acquisition | 79,834 | 79,834 |
Unrecognized valuation surplus and deficit - decrease due to amortization and impairment | (58,272) | (56,677) |
Unrealized profit of short-term investments | 142 | 26 |
Accelerated fixed assets depreciation | 1,229 | 0 |
Total deferred tax liabilities | 22,933 | 23,183 |
Deferred tax assets, net of valuation allowance and deferred tax liabilities | ¥ 10,240 | ¥ 8,222 |
TAXATION (Summary of Amounts an
TAXATION (Summary of Amounts and Expiration Dates of Operating Loss Carryforward) (Details) ¥ in Thousands | Dec. 31, 2018CNY (¥) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | ¥ 1,016,203 |
2019 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 151,768 |
2020 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 83,692 |
2021 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 59,575 |
2022 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 31,845 |
2023 and thereafter | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | ¥ 689,323 |
TAXATION (Schedule of Roll-forw
TAXATION (Schedule of Roll-forward of Valuation Allowance) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Movement of valuation allowance | |||
Balance at beginning of the year | ¥ 403,485 | ||
Balance at end of the year | 278,437 | ¥ 403,485 | |
Valuation Allowance of Deferred Tax Assets [Member] | |||
Movement of valuation allowance | |||
Balance at beginning of the year | 403,485 | 536,838 | ¥ 530,358 |
Allowance made during the year | 7,315 | 10,764 | 6,480 |
Decrease due to disposal of subsidiaries | (23,595) | (120,069) | 0 |
Reversals | (108,768) | (24,048) | 0 |
Balance at end of the year | ¥ 278,437 | ¥ 403,485 | ¥ 536,838 |
TAXATION (Schedule of Reconcili
TAXATION (Schedule of Reconciliation Between Total Income Tax Expense and Amount Computed by Applying the Weighted Average Statutory Income Tax Rate to Income Before Income Taxes) (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation between total income tax expense and the amount computed by applying the weighted average statutory income tax rate to income before income taxes | |||
PRC statutory income tax rate | 25.00% | 25.00% | 25.00% |
Impact of different tax rates in other jurisdictions | (2.00%) | (6.00%) | 0.00% |
Tax effect of non-deductible expenses | 9.00% | 15.00% | (1.00%) |
Tax effect of non-taxable income | (9.00%) | (13.00%) | 1.00% |
Tax effect of tax-exempt entities | 0.00% | 7.00% | (10.00%) |
Tax effect of deemed profit | (2.00%) | 0.00% | (1.00%) |
Tax effect of disposed entity | 3.00% | 0.00% | 0.00% |
Tax penalty | 0.00% | 2.00% | (4.00%) |
Changes in valuation allowance | (16.00%) | (12.00%) | (29.00%) |
Effective tax rate | 8.00% | 18.00% | (19.00%) |
TAXATION (Schedule of Reconci_2
TAXATION (Schedule of Reconciliation of Beginning and Ending Amount of Liabilities Associated with Uncertain Tax Positions) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions | |||
Unrecognized tax benefits, beginning of year | ¥ 24,619 | ¥ 25,323 | ¥ 23,648 |
Increases related to current tax positions | 2,042 | 5,941 | 1,675 |
Decrease due to disposal of subsidiaries (Note 25) | 0 | (6,645) | 0 |
Decrease due to deregistration of subsidiary | (415) | 0 | 0 |
Unrecognized tax benefits, end of year | ¥ 26,246 | ¥ 24,619 | ¥ 25,323 |
NET INCOME_LOSS PER SHARE (Narr
NET INCOME/LOSS PER SHARE (Narrative) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares that were excluded from the calculation of diluted net income (loss) per share | 329,166 | 672,138 | |
Number Of Stock Options Included In Diluted Earning Per Share | 476,960 |
NET INCOME_LOSS PER SHARE (Sche
NET INCOME/LOSS PER SHARE (Schedule of Computation of Basic and Diluted Net Loss Per Share) (Details) ¥ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 31, 2016CNY (¥)¥ / sharesshares | |
Numerator: | ||||
Numerator for basic and diluted loss from continuing operations per share | ¥ 44,990 | $ 6,544 | ¥ 46,463 | ¥ (35,700) |
Denominator: | ||||
Denominator for basic (loss) income per share weighted average ordinary shares outstanding (in shares) | shares | 41,342,597 | 41,342,597 | 38,826,800 | 38,469,234 |
Denominator for diluted (loss) income per share weighted average ordinary shares outstanding (in shares) | shares | 41,671,763 | 41,671,763 | 39,303,760 | 38,469,234 |
Basic (loss) income per share - continuing operations | ¥ / shares | ¥ 1.09 | ¥ 1.20 | ¥ (0.93) | |
Diluted (loss) income per share- continuing operations | ¥ / shares | ¥ 1.08 | ¥ 1.18 | ¥ (0.93) |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) ¥ in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | ||||
Operating Leases, Rent Expense | ¥ | ¥ 37,897 | ¥ 22,617 | ¥ 26,184 | |
Shida Ambow [Member] | ||||
Loss Contingencies [Line Items] | ||||
Restricted Cash | $ | $ 27.7 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases) (Details) ¥ in Thousands | Dec. 31, 2018CNY (¥) |
Operating leases | |
2019 | ¥ 35,325 |
2020 | 27,920 |
2021 | 18,760 |
2022 | 15,475 |
2023 | 12,288 |
Thereafter | 60,865 |
Total | ¥ 170,633 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||||
Net Revenues | ¥ 531,508 | $ 77,305 | ¥ 443,924 | ¥ 412,016 | |
Cost of revenues | (338,143) | (49,181) | (256,395) | (238,742) | |
GROSS PROFIT | 193,365 | 28,124 | 187,529 | 173,274 | |
OPERATING EXPENSES | |||||
Selling and marketing | (43,751) | (6,363) | (36,710) | (41,818) | |
General and administrative | (132,718) | (19,303) | (142,252) | (145,513) | |
Research and development | (1,513) | (220) | (6,262) | (7,572) | |
Total operating expenses | (177,982) | (25,886) | (185,224) | (217,305) | |
Operating Income (Loss) | 15,383 | 2,238 | 2,305 | (44,031) | |
OTHER INCOME (EXPENSE) | |||||
Foreign exchange losses, net | 372 | 54 | (522) | 84 | |
Other income (expense), net | 1,447 | 210 | 1,652 | 2,570 | |
Gain from derecognition of liabilities | 15,226 | 2,215 | 0 | 0 | |
Gain from deregistration of subsidiaries | 2,858 | 416 | 0 | 0 | |
Gain on disposal | 0 | 0 | 38,145 | 0 | |
Total other (expenses) income | 33,055 | $ 4,808 | 53,234 | 12,924 | |
TOTAL ASSETS | 910,219 | 977,420 | $ 132,386 | ||
Consolidation, Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 531,508 | 443,924 | 412,016 | ||
Cost of revenues | (338,143) | (256,395) | (238,742) | ||
GROSS PROFIT | 193,365 | 187,529 | 173,274 | ||
OPERATING EXPENSES | |||||
Selling and marketing | (38,237) | (32,232) | (37,391) | ||
General and administrative | (94,485) | (91,570) | (98,157) | ||
Research and development | (487) | (648) | (2,369) | ||
Impairment loss | (22,402) | ||||
Unallocated Corporate Expenses | (44,773) | (60,774) | (56,986) | ||
Total operating expenses | (177,982) | (185,224) | (217,305) | ||
Operating Income (Loss) | 15,383 | 2,305 | (44,031) | ||
OTHER INCOME (EXPENSE) | |||||
Interest income | 4,125 | 1,227 | 398 | ||
Foreign exchange losses, net | 38 | 47 | 12 | ||
Other income (expense), net | 8,480 | 7,079 | (4,033) | ||
Gain from derecognition of liabilities | 4,254 | ||||
Gain from deregistration of subsidiaries | 2,858 | ||||
Gain on sale of investment available for sale | 512 | 7,552 | 2,602 | ||
Unallocated Corporate Other Income | 12,788 | 32,789 | 13,945 | ||
Gain on disposal | 4,540 | ||||
Total other (expenses) income | 33,055 | 53,234 | 12,924 | ||
(LOSS) INCOME BEFORE INCOME TAX, NON-CONTROLLING INTERESTS AND DISCONTINUED OPERATIONS | 48,438 | 55,539 | (31,107) | ||
Segment assets | 725,680 | 669,429 | 668,762 | ||
Unallocated corporate assets | 184,539 | 307,991 | 284,261 | ||
TOTAL ASSETS | 910,219 | 977,420 | 953,023 | ||
Other Subsegments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 6,374 | 11,170 | |||
Cost of revenues | (6,204) | (6,995) | |||
GROSS PROFIT | 170 | 4,175 | |||
OPERATING EXPENSES | |||||
Selling and marketing | |||||
General and administrative | (638) | (12) | |||
Research and development | |||||
Unallocated Corporate Expenses | |||||
Total operating expenses | (1,121) | (12) | |||
Operating Income (Loss) | (951) | 4,163 | |||
OTHER INCOME (EXPENSE) | |||||
Interest income | 15 | ||||
Foreign exchange losses, net | (167) | ||||
Other income (expense), net | 0 | ||||
Gain from derecognition of liabilities | 0 | ||||
Gain from deregistration of subsidiaries | 0 | ||||
Gain on sale of investment available for sale | 0 | ||||
Unallocated Corporate Other Income | 0 | ||||
Gain on disposal | |||||
Total other (expenses) income | (152) | ||||
(LOSS) INCOME BEFORE INCOME TAX, NON-CONTROLLING INTERESTS AND DISCONTINUED OPERATIONS | (1,103) | 4,163 | |||
Segment assets | 10,117 | 8,085 | |||
Unallocated corporate assets | 0 | 0 | |||
TOTAL ASSETS | 10,117 | 8,085 | |||
Better Schools [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 324,610 | 287,804 | 270,577 | ||
Cost of revenues | (206,415) | (178,935) | (171,298) | ||
GROSS PROFIT | 118,195 | 108,869 | 99,279 | ||
OPERATING EXPENSES | |||||
Selling and marketing | (1,618) | (5,576) | (6,581) | ||
General and administrative | (36,559) | (57,092) | (64,134) | ||
Research and development | 0 | (241) | (1,445) | ||
Impairment loss | (21,779) | ||||
Unallocated Corporate Expenses | |||||
Total operating expenses | (38,177) | (62,909) | (93,939) | ||
Operating Income (Loss) | 80,018 | 45,960 | 5,340 | ||
OTHER INCOME (EXPENSE) | |||||
Interest income | 4,015 | 1,056 | 212 | ||
Foreign exchange losses, net | 111 | ||||
Other income (expense), net | 5,899 | 11,427 | (2,319) | ||
Gain from derecognition of liabilities | 3,914 | ||||
Gain from deregistration of subsidiaries | 489 | ||||
Gain on sale of investment available for sale | 512 | 5,594 | 2,464 | ||
Unallocated Corporate Other Income | 0 | ||||
Gain on disposal | 4,540 | ||||
Total other (expenses) income | 14,940 | 22,617 | 357 | ||
(LOSS) INCOME BEFORE INCOME TAX, NON-CONTROLLING INTERESTS AND DISCONTINUED OPERATIONS | 94,958 | 68,577 | 5,697 | ||
Segment assets | 516,135 | 488,654 | 481,400 | ||
Unallocated corporate assets | 0 | 0 | 0 | ||
TOTAL ASSETS | 516,135 | 488,654 | 481,400 | ||
Better Schools [Member] | Tutoring [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 46,820 | 55,371 | 47,985 | ||
Cost of revenues | (27,770) | (26,426) | (33,465) | ||
GROSS PROFIT | 19,050 | 28,945 | 14,520 | ||
OPERATING EXPENSES | |||||
Selling and marketing | (332) | (4,220) | (5,516) | ||
General and administrative | 9,482 | (16,411) | (21,929) | ||
Research and development | 0 | (241) | (1,445) | ||
Impairment loss | (21,779) | ||||
Unallocated Corporate Expenses | |||||
Total operating expenses | 9,150 | (20,872) | (50,669) | ||
Operating Income (Loss) | 28,200 | 8,073 | (36,149) | ||
OTHER INCOME (EXPENSE) | |||||
Interest income | 156 | 252 | 106 | ||
Foreign exchange losses, net | 111 | ||||
Other income (expense), net | 2,495 | 10,402 | (2,514) | ||
Gain from derecognition of liabilities | 3,914 | ||||
Gain from deregistration of subsidiaries | 489 | ||||
Gain on sale of investment available for sale | 0 | ||||
Unallocated Corporate Other Income | 0 | ||||
Gain on disposal | 4,540 | ||||
Total other (expenses) income | 7,165 | 15,194 | (2,408) | ||
(LOSS) INCOME BEFORE INCOME TAX, NON-CONTROLLING INTERESTS AND DISCONTINUED OPERATIONS | 35,365 | 23,267 | (38,557) | ||
Segment assets | 192,381 | 118,403 | 118,083 | ||
Unallocated corporate assets | 0 | 0 | 0 | ||
TOTAL ASSETS | 192,381 | 118,403 | 118,083 | ||
Better Schools [Member] | K12 Schools [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 277,790 | 232,433 | 222,592 | ||
Cost of revenues | (178,645) | (152,509) | (137,833) | ||
GROSS PROFIT | 99,145 | 79,924 | 84,759 | ||
OPERATING EXPENSES | |||||
Selling and marketing | (1,286) | (1,356) | (1,065) | ||
General and administrative | (46,041) | (40,681) | (42,205) | ||
Research and development | 0 | ||||
Impairment loss | 0 | ||||
Unallocated Corporate Expenses | |||||
Total operating expenses | (47,327) | (42,037) | (43,270) | ||
Operating Income (Loss) | 51,818 | 37,887 | 41,489 | ||
OTHER INCOME (EXPENSE) | |||||
Interest income | 3,859 | 804 | 106 | ||
Foreign exchange losses, net | 0 | ||||
Other income (expense), net | 3,404 | 1,025 | 195 | ||
Gain from derecognition of liabilities | 0 | ||||
Gain from deregistration of subsidiaries | 0 | ||||
Gain on sale of investment available for sale | 512 | 5,594 | 2,464 | ||
Unallocated Corporate Other Income | 0 | ||||
Gain on disposal | |||||
Total other (expenses) income | 7,775 | 7,423 | 2,765 | ||
(LOSS) INCOME BEFORE INCOME TAX, NON-CONTROLLING INTERESTS AND DISCONTINUED OPERATIONS | 59,593 | 45,310 | 44,254 | ||
Segment assets | 323,754 | 370,251 | 363,317 | ||
Unallocated corporate assets | 0 | 0 | 0 | ||
TOTAL ASSETS | 323,754 | 370,251 | 363,317 | ||
Better Job [Member] | Career Enhancement [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 200,524 | 144,950 | 141,439 | ||
Cost of revenues | (125,524) | (70,465) | (67,444) | ||
GROSS PROFIT | 75,000 | 74,485 | 73,995 | ||
OPERATING EXPENSES | |||||
Selling and marketing | (36,619) | (26,656) | (30,810) | ||
General and administrative | (57,288) | (34,466) | (34,023) | ||
Research and development | (4) | (407) | (924) | ||
Impairment loss | (623) | ||||
Unallocated Corporate Expenses | |||||
Total operating expenses | (93,911) | (61,529) | (66,380) | ||
Operating Income (Loss) | (18,911) | 12,956 | 7,615 | ||
OTHER INCOME (EXPENSE) | |||||
Interest income | 95 | 171 | 186 | ||
Foreign exchange losses, net | 94 | 47 | 12 | ||
Other income (expense), net | 2,581 | (4,348) | (1,714) | ||
Gain from derecognition of liabilities | 340 | ||||
Gain from deregistration of subsidiaries | 2,369 | ||||
Gain on sale of investment available for sale | 0 | 1,958 | 138 | ||
Unallocated Corporate Other Income | 0 | ||||
Gain on disposal | |||||
Total other (expenses) income | 5,479 | (2,172) | (1,378) | ||
(LOSS) INCOME BEFORE INCOME TAX, NON-CONTROLLING INTERESTS AND DISCONTINUED OPERATIONS | (13,432) | 10,784 | 6,237 | ||
Segment assets | 199,428 | 172,690 | 187,362 | ||
Unallocated corporate assets | 0 | 0 | 0 | ||
TOTAL ASSETS | ¥ 199,428 | ¥ 172,690 | ¥ 187,362 |
PRC CONTRIBUTION AND PROFIT A_3
PRC CONTRIBUTION AND PROFIT APPROPRIATION (Narrative) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Contribution and Profit Appropriation [Line Items] | |||
Total contribution for employee benefits | ¥ 37,594 | ¥ 35,241 | ¥ 29,029 |
China [Member] | Minimum [Member] | |||
Contribution and Profit Appropriation [Line Items] | |||
Percentage appropriation to statutory reserve required for education development reserve | 25.00% | ||
China [Member] | Minimum [Member] | Variable Interest Entity, Primary Beneficiary [Member] | |||
Contribution and Profit Appropriation [Line Items] | |||
Percentage appropriation to statutory surplus reserve required | 5.00% | ||
Percentage appropriation to statutory public welfare fund required | 10.00% | ||
China [Member] | Maximum [Member] | Variable Interest Entity, Primary Beneficiary [Member] | |||
Contribution and Profit Appropriation [Line Items] | |||
Reserve level threshold for mandatory transfer requirement (as a percent) | 50.00% | ||
Percentage appropriation to statutory surplus reserve required | 10.00% | ||
Subsidiaries [Member] | China [Member] | Minimum [Member] | |||
Contribution and Profit Appropriation [Line Items] | |||
Percentage appropriation to general reserve fund required | 10.00% | ||
Subsidiaries [Member] | China [Member] | Maximum [Member] | |||
Contribution and Profit Appropriation [Line Items] | |||
Reserve level threshold for mandatory transfer requirement (as a percent) | 50.00% |
PRC CONTRIBUTION AND PROFIT A_4
PRC CONTRIBUTION AND PROFIT APPROPRIATION (Schedule of Appropriations to General Reserve Fund, Statutory Surplus Reserve and Education Development Reserve) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) |
Appropriation to statutory reserve | |||
General and statutory surplus reserve | ¥ 17,348 | ¥ 17,348 | |
Education development reserve | 2,801 | 2,688 | |
Total | ¥ 20,149 | $ 2,931 | ¥ 20,036 |
ACQUISITION (Narrative) (Detail
ACQUISITION (Narrative) (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Nov. 20, 2017CNY (¥) | Nov. 20, 2017USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | Nov. 20, 2017USD ($) | |
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred | ¥ 22,830 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 5,920 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,438 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | ¥ 0 | $ 0 | 833 | ¥ 0 | |||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 1,322 | 6,766 | $ 192 | ||||||
Bay State College [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | |||||||
Business Combination, Consideration Transferred | ¥ 22,830 | $ 3,494 | |||||||
Payments to Acquire Businesses, Gross | 16,064 | $ 2,459 | 16,064 | $ 2,459 | |||||
Business Combination, Contingent Consideration, Liability | 6,766 | $ 1,036 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 7,358 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 5,920 | 5,920 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ¥ 1,438 | ¥ 1,438 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years 3 months 18 days | 3 years 3 months 18 days | 3 years 3 months 18 days | 3 years 3 months 18 days | |||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | ¥ 6,430 | ||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 295 | ||||||||
Cash Acquired from Acquisition | 15,231 | $ 2,331 | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | ¥ 833 | $ 128 | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 5,444 | ||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | ¥ 1,322 | $ 192 |
ACQUISITION (Summary of Busines
ACQUISITION (Summary of Business Combinations) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
ACQUISITIONS [Line Items] | ||
Date of acquisition | Nov. 20, 2017 | |
Purchase price | ¥ 22,830 | |
Goodwill | 5,212 | |
Intangibles with indefinite life | 5,920 | |
Amortizable intangibles | ¥ 1,438 |
ACQUISITION (Schedule of Purcha
ACQUISITION (Schedule of Purchase Price Allocation Based on Fair Values of Acquired Assets and Liabilities) (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 20, 2017CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | |
Intangible assets: | ||||
Brand | ¥ 5,920 | |||
Students population | 1,438 | |||
Goodwill | 73,166 | ¥ 73,166 | $ 10,642 | |
Bay State College [Member] | ||||
ACQUISITIONS [Line Items] | ||||
Cash and cash equivalents | 15,231 | |||
Prepaid and other current assets | 3,921 | |||
Property and equipment | 9,096 | |||
Intangible assets: | ||||
Brand | ¥ 5,920 | 5,920 | ||
Students population | ¥ 1,438 | 1,438 | ||
Goodwill | 5,212 | |||
Other non-current assets | 745 | |||
Total assets | 41,563 | |||
Deferred revenue | (3,685) | |||
Accounts payable | (1,555) | |||
Accrued and other liabilities | (9,004) | |||
Income tax payable | 20 | |||
Other non-current liabilities | (3,143) | |||
Deferred tax assets, net of deferred tax liabilities | (1,366) | |||
Total | ¥ 22,830 | |||
Amortization Period (in years) | 3 years 3 months 18 days | 3 years 3 months 18 days | ||
Acquired Indefinite Lived Intangible Assets Weighted Average Useful Life Description | Indefinite |
RELATED PARTY TRANSACTIONS (Sch
RELATED PARTY TRANSACTIONS (Schedule of Transactions with Related Parties) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Member Of Management Team Of Beijing SIWA Century Zhisheng Education Technology Co., Ltds [Member] | ||||
RELATED PARTY TRANSACTIONS [Line Items] | ||||
Loan to (collection) from related party | [1] | ¥ 0 | ¥ 0 | ¥ (24) |
Beijing QC Technology Company Limited [Member] | ||||
RELATED PARTY TRANSACTIONS [Line Items] | ||||
Service provided to related party | [2] | 1,105 | 0 | 0 |
Director [Member] | ||||
RELATED PARTY TRANSACTIONS [Line Items] | ||||
Compensation to related party | [3] | 279 | 0 | 0 |
Shandong Shichuang Software Engineering Co Ltd [Member] | ||||
RELATED PARTY TRANSACTIONS [Line Items] | ||||
Repayments of borrowings | ¥ (1,013) | ¥ 0 | ¥ 0 | |
[1] | The loans to a member of management team of Century Zhisheng and borrowings from entities controlled by a member of management team of Century Zhisheng were made for operation purpose without interest bearing and maturity date. In 2017, the member of management team of Century Zhisheng was resigned, led to the reclassification of respective amounts due from and due to such member from related party to a third party. | |||
[2] | The service was provided to an entity significantly influenced by a member of management team of the Company. | |||
[3] | The compensation was for the services from the non-executive directors of the board to the Company. |
RELATED PARTY TRANSACTIONS (S_2
RELATED PARTY TRANSACTIONS (Schedule of Balances with Related Parties) (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due from related parties | ¥ 1,105 | ¥ 0 | |
Amounts due to related parties | 2,696 | 3,430 | |
Shandong Shichuang Software Engineering Co., Ltd., an entity controlled by Executive Principal of Ambow Research Center [Member] | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due from related parties | 0 | 0 | |
Amounts due to related parties | 2,417 | 3,430 | |
B Member Of Manangement Team [Member] | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due from related parties | [1] | 1,105 | 0 |
Amounts due to related parties | [1] | 0 | 0 |
Non Executive Directors of the Board of Directors [Member] | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due from related parties | [2] | 0 | 0 |
Amounts due to related parties | [2] | ¥ 279 | ¥ 0 |
[1] | The service was provided to an entity significantly influenced by a member of management team of the Company. | ||
[2] | The compensation was for the services from the non-executive directors of the board to the Company. |
GAIN FROM DERECOGNITION OF LI_2
GAIN FROM DERECOGNITION OF LIABILITIES (Narrative) (Details) ¥ in Thousands | Dec. 31, 2018CNY (¥) |
Suzhou Wenjian [Member] | |
Derecognition of Liabilities | ¥ 9,150 |
Other Creditors [Member] | |
Derecognition of Liabilities | ¥ 6,076 |
DISPOSAL OF SUBSIDIARIES (Narra
DISPOSAL OF SUBSIDIARIES (Narrative) (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017CNY (¥) | Aug. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||
Gain on disposal | ¥ 0 | $ 0 | ¥ 38,145 | ¥ 0 | |||
Liabilities | 647,448 | 811,461 | $ 94,167 | ||||
Disposal Group Including Discontinued Operation Payable Current One | ¥ 25,532 | ¥ 137,532 | |||||
Ambow Online [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Consideration | ¥ 171,137 | ||||||
Decrease In Consideration | 137,532 | ||||||
Gain on disposal | ¥ 33,605 | ||||||
Disposal Group Including Discontinued Operation Disposal Percentage | 100.00% | ||||||
Twenty Firsts Training Center [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Consideration | ¥ 1 | ||||||
Gain on disposal | ¥ 4,540 | ||||||
Disposal Group Including Discontinued Operation Disposal Percentage | 100.00% | ||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | ¥ 1 | ||||||
Liabilities | ¥ 4,540 |
GAIN FROM DEREGISTRATION OF S_2
GAIN FROM DEREGISTRATION OF SUBSIDIARIES (Narrative) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Gain from deregistration of subsidiaries | ¥ 2,858 | $ 416 | ¥ 0 | ¥ 0 |
NON-CONTROLLING INTERESTS (Narr
NON-CONTROLLING INTERESTS (Narrative) (Details) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018CNY (¥) | Dec. 31, 2017JPY (¥) | Dec. 31, 2016CNY (¥) | |
NON-CONTROLLING INTERESTS [Line Items] | |||
Noncontrolling Interest, Decrease from Deconsolidation | ¥ 1,885 | ¥ 758 | |
Non Controlling Interests, Purchase Of Interests, Consideration Transferred | ¥ 4,504 | ||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 100.00% | ||
Huanyu Liren and Suzhou Jiaxue [Member] | |||
NON-CONTROLLING INTERESTS [Line Items] | |||
Non Controlling Interests, Purchase Of Interests, Consideration Transferred | ¥ 798 | ||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 100.00% | ||
Ambow Jingxue [Member] | |||
NON-CONTROLLING INTERESTS [Line Items] | |||
Non-controlling interest (as a percent) | 40.00% | ||
Suzhou Ambow Jiaxue Education and Investment Co., Ltd [Member] | |||
NON-CONTROLLING INTERESTS [Line Items] | |||
Non-controlling interest acquired | ¥ 400 | ||
Shanghai Huanyu Liren Ducation Training Co., Ltd [Member] | |||
NON-CONTROLLING INTERESTS [Line Items] | |||
Non-controlling interest (as a percent) | 40.00% | ||
Non-controlling interest acquired | ¥ 396 | ||
Beijing Ambow Cowain Education and Technology Co Ltd [Member] | |||
NON-CONTROLLING INTERESTS [Line Items] | |||
Non-controlling interest (as a percent) | 49.00% | ||
Non-controlling interest acquired | ¥ 1,470 | ||
Shenyang Hanwen Classic Books Publishing Co., Ltd [Member] | |||
NON-CONTROLLING INTERESTS [Line Items] | |||
Non-controlling interest (as a percent) | 10.00% | ||
Huanyu Liren and Suzhou Jiaxue [Member] | |||
NON-CONTROLLING INTERESTS [Line Items] | |||
Non-controlling interest (as a percent) | 40.00% |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Information about Inputs Into the Fair Value Measurements of the Assets and Liabilities that the Group Makes on a Recurring Basis) (Details) - Recurring basis [Member] - CNY (¥) ¥ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Short term investments, available for sale | ¥ 47,208 | ¥ 128,042 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets: | ||
Short term investments, available for sale | 47,208 | 128,042 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Short term investments, available for sale | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Short term investments, available for sale |
FAIR VALUE MEASUREMENTS (Sche_2
FAIR VALUE MEASUREMENTS (Schedule of Quantitative Information about Level 3 Fair Value Measurements of Property and Equipment, Other Non-current Assets and Intangible Assets) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Measurement Input, Long-term Revenue Growth Rate [Member] | ||
Unobservable inputs | ||
Terminal growth rate (as a percent) | 3.00% | |
Nonrecurring [Member] | Relief-from-royalty method [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||
Unobservable inputs | ||
Terminal growth rate (as a percent) | 3.00% | 3.00% |
Nonrecurring [Member] | Relief-from-royalty method [Member] | Minimum [Member] | ||
Unobservable inputs | ||
Royalty rate (as a percent) | 1.00% | 1.00% |
Nonrecurring [Member] | Relief-from-royalty method [Member] | Minimum [Member] | Measurement Input, Discount Rate [Member] | ||
Unobservable inputs | ||
Discount rate (as a percent) | 14.80% | 14.80% |
Nonrecurring [Member] | Relief-from-royalty method [Member] | Maximum [Member] | ||
Unobservable inputs | ||
Royalty rate (as a percent) | 6.00% | 6.00% |
Nonrecurring [Member] | Relief-from-royalty method [Member] | Maximum [Member] | Measurement Input, Discount Rate [Member] | ||
Unobservable inputs | ||
Discount rate (as a percent) | 17.00% | 17.00% |
Nonrecurring [Member] | Level 3 [Member] | Relief-from-royalty method [Member] | ||
FAIR VALUE MEASUREMENTS [Line Items] | ||
Intangible assets | ¥ 141,758 | ¥ 91,249 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | |
Fair Value Measurement Recurring Basis [Line Items] | |||
Contingent consideration payable | ¥ 1,322 | ¥ 6,766 | $ 192 |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Measurement Recurring Basis [Line Items] | |||
Contingent consideration payable | ¥ | ¥ 1,322 | ¥ 6,766 | |
Fair Value, Measurements, Recurring [Member] | Valuation Technique, Discounted Cash Flow [Member] | |||
Fair Value Measurement Recurring Basis [Line Items] | |||
Business Combination Contingent Consideration Liability Valuation Techniques | Discounted cash flow method | Discounted cash flow method | |
Fair Value, Measurements, Recurring [Member] | Measurement Input, Discount Rate [Member] | |||
Fair Value Measurement Recurring Basis [Line Items] | |||
Discount rate | Pure | 14.8 | 14.8 | 14.8 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | |
CONCENTRATIONS [Line Items] | |||
Accounts receivable | ¥ 18,132 | ¥ 24,511 | $ 2,637 |
Prepaid and other current assets | ¥ 134,770 | ¥ 129,517 | $ 19,601 |
Accounts receivable [Member] | Credit risk [Member] | Company A [Member] | |||
CONCENTRATIONS [Line Items] | |||
Concentration risk (as a percent) | 0.00% | 23.00% | |
Accounts receivable | ¥ 0 | ¥ 5,656 | |
Prepaid and other current assets [Member] | Credit risk [Member] | Company B [Member] | |||
CONCENTRATIONS [Line Items] | |||
Concentration risk (as a percent) | 37.00% | 38.00% | |
Prepaid and other current assets | ¥ 49,800 | ¥ 49,800 | |
Prepaid and other current assets [Member] | Credit risk [Member] | Company C [Member] | |||
CONCENTRATIONS [Line Items] | |||
Concentration risk (as a percent) | 26.00% | 27.00% | |
Prepaid and other current assets | ¥ 35,000 | ¥ 35,000 |
ADDITIONAL INFORMATION - COND_3
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Schedule of Information of Consolidating Balance Sheets) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2017USD ($) | Apr. 05, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) |
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS [Line Items] | |||||||
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries | ¥ 828,461 | ¥ 962,875 | |||||
Current assets: | |||||||
Cash and cash equivalents | 211,436 | $ 30,752 | 195,303 | ¥ 196,900 | |||
Amounts due from related parties | 1,105 | 161 | 0 | ||||
Prepaid expenses and other current assets | 134,770 | 19,601 | 129,517 | ||||
Total current assets | 555,400 | 80,779 | 572,723 | ||||
Non-current assets: | |||||||
Property and equipment, net | 165,933 | 24,134 | 168,423 | ||||
Total non-current assets | 354,819 | 51,607 | 404,697 | ||||
Total assets | 910,219 | 132,386 | 977,420 | ||||
Current liabilities: | |||||||
Amounts due to related parties | 2,696 | 392 | 3,430 | ||||
Accrued and other liabilities | 256,325 | 37,270 | 418,998 | ||||
Borrowing from third party, current | 41,179 | 6,000 | 0 | ||||
Total current liabilities | 645,147 | 93,833 | 762,552 | ||||
Non-current liabilities: | |||||||
Long-term borrowing from third party | 0 | 0 | 39,205 | ¥ 41,179 | |||
Total non-current liabilities | 2,301 | 334 | 48,909 | ||||
Total liabilities | 647,448 | 94,167 | 811,461 | ||||
SHAREHOLDERS' EQUITY | |||||||
(US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2017 and 2018) | 0 | 0 | 0 | ||||
Additional paid-in capital | 3,507,123 | 510,090 | 3,456,307 | ||||
Accumulated other comprehensive income | 8,305 | 1,208 | 6,876 | ||||
Total shareholders' equity | 264,557 | 38,479 | 167,234 | ||||
Total liabilities and shareholders' equity | 910,219 | 132,386 | 977,420 | ||||
Class A Ordinary Shares [Member] | |||||||
SHAREHOLDERS' EQUITY | |||||||
Ordinary shares | 728 | 106 | 640 | ||||
Class C Ordinary Shares [Member] | |||||||
SHAREHOLDERS' EQUITY | |||||||
Ordinary shares | 90 | 13 | 90 | ||||
Parent Company [Member] | |||||||
Current assets: | |||||||
Cash and cash equivalents | 5,094 | 740 | 323 | $ 47 | ¥ 1,467 | ¥ 8,658 | |
Amounts due from related parties | 368,891 | 53,655 | 261,867 | ||||
Prepaid expenses and other current assets | 863 | 126 | 2,770 | ||||
Total current assets | 374,848 | 54,521 | 264,960 | ||||
Non-current assets: | |||||||
Property and equipment, net | 0 | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | 0 | ||||
Investment in subsidiaries | 0 | 0 | 0 | ||||
Total non-current assets | 0 | 0 | 0 | ||||
Total assets | 374,848 | 54,521 | 264,960 | ||||
Current liabilities: | |||||||
Amounts due to related parties | 41,559 | 6,045 | 17,325 | ||||
Accrued and other liabilities | 27,553 | 3,997 | 41,196 | ||||
Borrowing from third party, current | 41,179 | 6,000 | 0 | ||||
Total current liabilities | 110,291 | 16,042 | 58,521 | ||||
Non-current liabilities: | |||||||
Long-term borrowing from third party | 0 | 0 | 39,205 | ||||
Total non-current liabilities | 0 | 0 | 39,205 | ||||
Total liabilities | 110,291 | 16,042 | 97,726 | ||||
SHAREHOLDERS' EQUITY | |||||||
(US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2017 and 2018) | 0 | 0 | 0 | ||||
Additional paid-in capital | 3,507,123 | 510,090 | 3,456,307 | ||||
Accumulated deficit | (3,251,689) | (472,938) | (3,296,679) | ||||
Accumulated other comprehensive income | 8,305 | 1,208 | 6,876 | ||||
Total shareholders' equity | 264,557 | 38,749 | 167,234 | ||||
Total liabilities and shareholders' equity | 374,848 | 54,521 | 264,960 | ||||
Parent Company [Member] | Class A Ordinary Shares [Member] | |||||||
SHAREHOLDERS' EQUITY | |||||||
Ordinary shares | 728 | 106 | 640 | ||||
Parent Company [Member] | Class C Ordinary Shares [Member] | |||||||
SHAREHOLDERS' EQUITY | |||||||
Ordinary shares | ¥ 90 | $ 13 | ¥ 90 |
ADDITIONAL INFORMATION - COND_4
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Schedule of Information of Consolidating Balance Sheets) (Parenthetical) (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2017 |
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS [Line Items] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.003 | $ 0.003 | |
Preferred Stock, Shares Authorized | 1,666,667 | 1,666,667 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Common Class A [Member] | |||
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS [Line Items] | |||
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 | 38,756,289 | 34,206,939 | 33,990,680 |
Ordinary shares, shares outstanding | 38,756,289 | 34,206,939 | 33,990,680 |
Common Class C [Member] | |||
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS [Line Items] | |||
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 | 4,708,415 |
Ordinary shares, shares outstanding | 4,708,415 | 4,708,415 | 4,708,415 |
Parent Company [Member] | |||
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS [Line Items] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.003 | $ 0.003 | |
Preferred Stock, Shares Authorized | 1,666,667 | 1,666,667 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Parent Company [Member] | Common Class A [Member] | |||
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS [Line Items] | |||
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 | 34,206,939 | 38,756,289 | |
Ordinary shares, shares outstanding | 34,206,939 | 38,756,289 | |
Parent Company [Member] | Common Class C [Member] | |||
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS [Line Items] | |||
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 |
ADDITIONAL INFORMATION - COND_5
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Schedule of Information of Consolidating Statement of Operations) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
NET REVENUES | ||||
- Educational program and services | ¥ 525,134 | $ 76,378 | ¥ 432,754 | ¥ 412,016 |
- Intellectualized operational services | 6,374 | 927 | 11,170 | 0 |
Cost of revenues | ||||
- Educational program and services | (331,939) | (48,279) | (249,400) | (238,742) |
- Intellectualized operational services | 6,204 | 902 | 6,995 | 0 |
GROSS LOSS | 193,365 | 28,124 | 187,529 | 173,274 |
Operating expenses: | ||||
Selling and marketing | (43,751) | (6,363) | (36,710) | (41,818) |
General and administrative | (132,718) | (19,303) | (142,252) | (145,513) |
Research and development | 1,513 | 220 | 6,262 | 7,572 |
Total operating expenses | (177,982) | (25,886) | (185,224) | (217,305) |
OPERATING LOSS | 15,383 | 2,238 | 2,305 | (44,031) |
OTHER EXPENSE | ||||
Interest (expense) income, net | 6,652 | 967 | 5,191 | 5,941 |
Other income (expense), net | 1,447 | 210 | 1,652 | 2,570 |
Income tax | (3,498) | (509) | (9,614) | (5,911) |
NET (LOSS) INCOME | 44,990 | 6,544 | 46,463 | (35,700) |
Parent Company [Member] | ||||
NET REVENUES | ||||
- Educational program and services | 0 | 0 | 0 | 0 |
- Intellectualized operational services | 0 | 0 | 0 | 0 |
Cost of revenues | ||||
- Educational program and services | 0 | 0 | 0 | 0 |
- Intellectualized operational services | 0 | 0 | 0 | 0 |
GROSS LOSS | 0 | 0 | 0 | 0 |
Operating expenses: | ||||
Selling and marketing | 0 | 0 | 0 | 0 |
General and administrative | (1,097) | (160) | (13,457) | (18,854) |
Research and development | 0 | 0 | 0 | 0 |
Total operating expenses | (1,097) | (160) | (13,457) | (18,854) |
OPERATING LOSS | (1,097) | (160) | (13,457) | (18,854) |
Share of (loss) income from subsidiaries | 44,864 | 6,526 | 59,933 | (23,274) |
OTHER EXPENSE | ||||
Interest (expense) income, net | 117 | 17 | 2 | 1 |
Other income (expense), net | 1,106 | 161 | (15) | 6,427 |
Income tax | 0 | 0 | 0 | 0 |
NET (LOSS) INCOME | ¥ 44,990 | $ 6,544 | ¥ 46,463 | ¥ (35,700) |
ADDITIONAL INFORMATION - COND_6
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Schedule of Information of Consolidating Statement of Cash Flows) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Statements of Cash Flows [Line Items] | ||||
Cash flows from operating activities | ¥ 25,445 | $ 3,699 | ¥ 20,210 | ¥ 17,535 |
Cash flows from investing activities | (28,520) | (4,148) | (61,078) | (65,218) |
Cash flows from financing activities | 46,872 | 6,817 | 39,205 | (1,504) |
Cash and cash equivalents at beginning of year | 195,303 | 196,900 | ||
Cash and cash equivalents at end of year | 211,436 | 30,752 | 195,303 | 196,900 |
Parent Company [Member] | ||||
Statements of Cash Flows [Line Items] | ||||
Cash flows from operating activities | (86) | (13) | (18,255) | (6,348) |
Cash flows from investing activities | (2,619) | (381) | (1,556) | 0 |
Cash flows from financing activities | 7,476 | 1,087 | 18,667 | (843) |
Effects of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 | 0 |
Net change in cash and cash equivalents | 4,771 | 693 | (1,144) | (7,191) |
Cash and cash equivalents at beginning of year | 323 | 47 | 1,467 | 8,658 |
Cash and cash equivalents at end of year | ¥ 5,094 | $ 740 | ¥ 323 | ¥ 1,467 |