Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Accounting Standard | U.S. GAAP |
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 File Number | 001-34824 |
Entity Shell Company | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 12th Floor, Tower 1 |
Entity Address, Address Line Three | Chang’an Center, Shijingshan District |
Entity Address, Address Line Two | Financial Street |
Entity Emerging Growth Company | false |
Entity Address, City or Town | Beijing |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 100043 |
Entity Interactive Data Current | Yes |
ICFR Auditor Attestation Flag | false |
Auditor Name | Marcum Bernstein & Pinchuk LLP |
Auditor Firm ID | 5395 |
Auditor Location | Beijing, China |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 12th Floor, Tower 1 |
Entity Address, Address Line Three | Chang’an Center, Shijingshan District |
Entity Address, Address Line Two | Financial Street |
Entity Address, City or Town | Beijing |
Entity Address, Country | CN |
Contact Personnel Fax Number | 6206-8100 |
Entity Address, Postal Zip Code | 100043 |
City Area Code | 10 |
Local Phone Number | 6206-8000 |
Contact Personnel Name | Kia Jing Tan |
Class A Ordinary Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 41,973,276 |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.003 per share* |
No Trading Symbol Flag | true |
Security Exchange Name | NYSEAMER |
Class C Ordinary Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 4,708,415 |
American Depositary Shares [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | American depositary shares (one American depositary share representing two Class A ordinary shares, par value $0.003 per share) |
Trading Symbol | AMBO |
Security Exchange Name | NYSEAMER |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Current assets: | |||
Cash and cash equivalents | ¥ 157,399 | $ 24,699 | ¥ 118,821 |
Restricted cash | 1,823 | 286 | 824 |
Short term investments, available for sale | 15,764 | 2,474 | 117,854 |
Short term investments, held to maturity | 2,000 | 314 | 45,000 |
Accounts receivable, net | 25,602 | 4,018 | 20,972 |
Amounts due from related parties | 3,103 | 487 | 3,024 |
Prepaid and other current assets, net | 109,890 | 17,244 | 117,634 |
Assets classified as held for sale | 132,724 | 20,827 | |
Total current assets | 448,305 | 70,349 | 424,129 |
Non-current assets: | |||
Property and equipment, net | 101,915 | 15,993 | 144,492 |
Land use rights, net | 1,715 | ||
Intangible assets, net | 29,986 | 4,705 | 54,808 |
Goodwill | 21,907 | 3,438 | 25,710 |
Deferred tax assets, net | 31 | 5 | 6,338 |
Operating lease right-of-use asset | 220,404 | 34,586 | 247,608 |
Finance lease right-of-use asset | 5,250 | 824 | 5,850 |
Other non-current assets, net | 142,364 | 22,340 | 139,067 |
Total non-current assets | 521,857 | 81,891 | 625,588 |
Total assets | 970,162 | 152,240 | 1,049,717 |
Current liabilities: | |||
Short-term borrowing (including consolidated VIE amount without recourse to the Company of RMB 10,000 and RMB 10,000 as of December 31, 2020 and 2021, respectively) | 10,103 | 1,585 | 10,000 |
Deferred revenue (including consolidated VIE amount without recourse to the Company of RMB 158,735 and RMB 89,633 as of December 31, 2020 and 2021, respectively) | 95,036 | 14,913 | 163,699 |
Accounts payable (including consolidated VIE amount without recourse to the Company of RMB 10,682 and RMB 11,321 as of December 31, 2020 and 2021, respectively) | 29,466 | 4,625 | 19,423 |
Accrued and other liabilities (including consolidated VIE amount without recourse to the Company of RMB 165,706 and RMB 187,138 as of December 31, 2020 and 2021, respectively) | 216,399 | 33,958 | 209,590 |
Income taxes payable, current (including consolidated VIE amount without recourse to the Company of RMB 180,070 and RMB 113,879 as of December 31, 2020 and 2021, respectively) | 116,341 | 18,256 | 184,638 |
Amounts due to related parties (including consolidated VIE amount without recourse to the Company of RMB 2,543 and RMB 3,793 as of December 31, 2020 and 2021, respectively) | 3,793 | 595 | 2,543 |
Operating lease liability, current (including consolidated VIE amount without recourse to the Company of RMB 27,962 and RMB 21,339 as of December 31, 2020 and 2021, respectively) | 48,923 | 7,677 | 53,702 |
Liabilities classified as held for sale (including consolidated VIE amount without recourse to the Company of RMB nil and RMB 83,161 as of December 31, 2020 and 2021, respectively) | 83,161 | 13,050 | |
Total current liabilities | 603,222 | 94,659 | 643,595 |
Non-current liabilities: | |||
Long-term borrowing (including consolidated VIE amount without recourse to the Company of RMB nil and RMB nil as of December 31, 2020 and 2021, respectively) | 9,594 | ||
Other non-current liabilities (including consolidated VIE amount without recourse to the Company of RMB 188 and RMB 95 as of December 31, 2020 and 2021, respectively) | 96 | 15 | 292 |
Income taxes payable, non-current (including consolidated VIE amount without recourse to the Company of RMB 34,763 and RMB 21,475 as of December 31, 2020 and 2021, respectively) | 21,475 | 3,370 | 34,763 |
Operating lease liability, non-current (including consolidated VIE amount without recourse to the Company of RMB 74,725 and RMB 74,883 as of December 31, 2020 and 2021, respectively) | 198,687 | 31,178 | 220,319 |
Total non-current liabilities | 220,258 | 34,563 | 264,968 |
Total liabilities | 823,480 | 129,222 | 908,563 |
Commitments and contingencies | |||
EQUITY | |||
Preferred shares (US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2020 and 2021) | |||
Additional paid-in capital | 3,545,955 | 556,438 | 3,545,073 |
Statutory reserve | 3,837 | 602 | 4,210 |
Accumulated deficit | (3,415,771) | (536,009) | (3,419,146) |
Accumulated other comprehensive income | 11,291 | 1,772 | 12,101 |
Total Ambow Education Holding Ltd.'s equity | 146,197 | 22,942 | 143,122 |
Non-controlling interests | 485 | 76 | (1,968) |
Total equity | 146,682 | 23,018 | 141,154 |
Total liabilities and equity | 970,162 | 152,240 | 1,049,717 |
Consolidated variable interest entity without recourse | |||
Current assets: | |||
Short term investments, available for sale | 15,764 | ||
Non-current assets: | |||
Total assets | 624,715 | 653,657 | |
Current liabilities: | |||
Short-term borrowing (including consolidated VIE amount without recourse to the Company of RMB 10,000 and RMB 10,000 as of December 31, 2020 and 2021, respectively) | 10,000 | 10,000 | |
Deferred revenue (including consolidated VIE amount without recourse to the Company of RMB 158,735 and RMB 89,633 as of December 31, 2020 and 2021, respectively) | 89,633 | 158,735 | |
Accounts payable (including consolidated VIE amount without recourse to the Company of RMB 10,682 and RMB 11,321 as of December 31, 2020 and 2021, respectively) | 11,321 | 10,682 | |
Accrued and other liabilities (including consolidated VIE amount without recourse to the Company of RMB 165,706 and RMB 187,138 as of December 31, 2020 and 2021, respectively) | 187,138 | 165,706 | |
Income taxes payable, current (including consolidated VIE amount without recourse to the Company of RMB 180,070 and RMB 113,879 as of December 31, 2020 and 2021, respectively) | 113,879 | 180,070 | |
Amounts due to related parties (including consolidated VIE amount without recourse to the Company of RMB 2,543 and RMB 3,793 as of December 31, 2020 and 2021, respectively) | 3,793 | 2,543 | |
Operating lease liability, current (including consolidated VIE amount without recourse to the Company of RMB 27,962 and RMB 21,339 as of December 31, 2020 and 2021, respectively) | 21,339 | 27,962 | |
Liabilities classified as held for sale (including consolidated VIE amount without recourse to the Company of RMB nil and RMB 83,161 as of December 31, 2020 and 2021, respectively) | 83,161 | 0 | |
Non-current liabilities: | |||
Long-term borrowing (including consolidated VIE amount without recourse to the Company of RMB nil and RMB nil as of December 31, 2020 and 2021, respectively) | 0 | 0 | |
Other non-current liabilities (including consolidated VIE amount without recourse to the Company of RMB 188 and RMB 95 as of December 31, 2020 and 2021, respectively) | 95 | 188 | |
Income taxes payable, non-current (including consolidated VIE amount without recourse to the Company of RMB 34,763 and RMB 21,475 as of December 31, 2020 and 2021, respectively) | 21,475 | 34,763 | |
Operating lease liability, non-current (including consolidated VIE amount without recourse to the Company of RMB 74,725 and RMB 74,883 as of December 31, 2020 and 2021, respectively) | 74,883 | 74,725 | |
Total liabilities | 616,717 | 665,373 | |
Class A Ordinary Shares [Member] | |||
EQUITY | |||
Ordinary shares | 795 | 125 | 794 |
Class C Ordinary Shares [Member] | |||
EQUITY | |||
Ordinary shares | ¥ 90 | $ 14 | ¥ 90 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2020CNY (¥)shares |
Short-term borrowings | ¥ 10,103 | ¥ 10,000 |
Deferred revenue | 95,036 | 163,699 |
Accounts payable | 29,466 | 19,423 |
Accrued and other liabilities | 216,399 | 209,590 |
Income taxes payable, current | 116,341 | 184,638 |
Amounts due to related parties | 3,793 | 2,543 |
Operating lease liability, current | 48,923 | 53,702 |
Long-term borrowing | 9,594 | |
Other non-current liabilities | 96 | 292 |
Income taxes payable, non-current | 21,475 | 34,763 |
Operating lease liability, non-current | ¥ 198,687 | ¥ 220,319 |
Preferred shares, shares authorized | shares | 1,666,667 | 1,666,667 |
Preferred shares, shares issued | shares | 0 | 0 |
Preferred shares, shares outstanding | shares | 0 | 0 |
Liabilities classified as held for sale | ¥ 83,161 | |
Class A Ordinary Shares [Member] | ||
Ordinary shares, shares authorized | shares | 66,666,667 | 66,666,667 |
Ordinary shares, shares issued | shares | 41,973,276 | 41,923,276 |
Ordinary shares, shares outstanding | shares | 41,973,276 | 41,923,276 |
Class C Ordinary Shares [Member] | ||
Ordinary shares, shares authorized | shares | 8,333,333 | 8,333,333 |
Ordinary shares, shares issued | shares | 4,708,415 | 4,708,415 |
Ordinary shares, shares outstanding | shares | 4,708,415 | 4,708,415 |
Consolidated variable interest entity without recourse | ||
Short-term borrowings | ¥ 10,000 | ¥ 10,000 |
Deferred revenue | 89,633 | 158,735 |
Accounts payable | 11,321 | 10,682 |
Accrued and other liabilities | 187,138 | 165,706 |
Income taxes payable, current | 113,879 | 180,070 |
Amounts due to related parties | 3,793 | 2,543 |
Operating lease liability, current | 21,339 | 27,962 |
Long-term borrowing | 0 | 0 |
Other non-current liabilities | 95 | 188 |
Income taxes payable, non-current | 21,475 | 34,763 |
Operating lease liability, non-current | 74,883 | 74,725 |
Liabilities classified as held for sale | ¥ 83,161 | ¥ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥)¥ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)¥ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | |
NET REVENUES | ||||
Total net revenues | ¥ 496,877 | $ 77,971 | ¥ 531,980 | ¥ 583,909 |
COST OF REVENUES | ||||
Total cost of revenues | (339,558) | (53,285) | (387,490) | (388,894) |
GROSS PROFIT | 157,319 | 24,686 | 144,490 | 195,015 |
OPERATING EXPENSES | ||||
Selling and marketing | (55,468) | (8,704) | (52,355) | (55,721) |
General and administrative | (169,994) | (26,676) | (174,283) | (194,417) |
Research and development | (14,487) | (2,273) | (5,703) | (3,793) |
Impairment loss | 10,525 | 1,652 | 36,699 | 38,754 |
Total operating expenses | (250,474) | (39,305) | (269,040) | (292,685) |
OPERATING LOSS | (93,155) | (14,619) | (124,550) | (97,670) |
OTHER INCOME (EXPENSE) | ||||
Interest income, net | 8,971 | 1,408 | 9,501 | 5,379 |
Foreign exchange gain, net | 223 | 35 | 980 | 23 |
Other income (loss), net | 1,657 | 260 | (1,244) | 396 |
Gain from derecognition of liabilities | 3,926 | |||
Gain on disposal of subsidiaries | 12,158 | 1,908 | 752 | |
Gain from deregistration of subsidiaries | 1,325 | 208 | 3,967 | 1,841 |
Gain on the bargain purchase | 40,273 | |||
Gain from fair value change of contingent consideration payable | 1,322 | |||
Gain on forgiven PPP loan | 9,305 | 1,460 | ||
Gain on sale of investment available for sale | 2,412 | 378 | 3,476 | 1,200 |
Total other income | 36,051 | 5,657 | 61,631 | 10,161 |
LOSS BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | (57,104) | (8,962) | (62,919) | (87,509) |
Income tax (expense)/benefit | 59,108 | 9,275 | (1,062) | (12,917) |
NET (LOSS) INCOME | 2,004 | 313 | (63,981) | (100,426) |
Less: Net loss attributable to non-controlling interests | (998) | (157) | (1,269) | (485) |
NET (LOSS) INCOME ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD. | 3,002 | 470 | (62,712) | (99,941) |
NET (LOSS) INCOME | 2,004 | 313 | (63,981) | (100,426) |
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | ||||
Foreign translation adjustments | (711) | (112) | 6,234 | (2,924) |
Unrealized gains on short term investments | ||||
Unrealized holding gains arising during period | 1,513 | 237 | 2,458 | 2,046 |
Less: reclassification adjustment for gains included in net income | 1,612 | 253 | 2,932 | 1,086 |
Other comprehensive (loss) income | (810) | (128) | 5,760 | (1,964) |
TOTAL COMPREHENSIVE (LOSS) INCOME | ¥ 1,194 | $ 185 | ¥ (58,221) | ¥ (102,390) |
Net (loss) income per share-basic | (per share) | ¥ 0.06 | $ 0.01 | ¥ (1.41) | ¥ (2.30) |
Net (loss) income per share-diluted | (per share) | ¥ 0.06 | $ 0.01 | ¥ (1.41) | ¥ (2.30) |
Weighted average shares used in calculating basic net (loss) income per share | shares | 46,654,853 | 46,654,853 | 44,372,326 | 43,505,175 |
Weighted average shares used in calculating diluted net (loss) income per share | shares | 46,654,853 | 46,654,853 | 44,372,326 | 43,505,175 |
Consolidated | ||||
OTHER INCOME (EXPENSE) | ||||
Gain from deregistration of subsidiaries | ¥ 1,325 | $ 208 | ¥ 3,967 | ¥ 1,841 |
Gain on the bargain purchase | 40,273 | |||
Educational programs and services | ||||
NET REVENUES | ||||
Total net revenues | 491,979 | 77,202 | 525,727 | 582,706 |
COST OF REVENUES | ||||
Total cost of revenues | (336,381) | (52,786) | (379,571) | (383,635) |
Intelligent program and services | ||||
NET REVENUES | ||||
Total net revenues | 4,898 | 769 | 6,253 | 1,203 |
COST OF REVENUES | ||||
Total cost of revenues | (3,177) | (499) | (7,919) | (5,259) |
General and administrative | ||||
Share-based compensation expense included in: | ||||
Share-based compensation expenses | ¥ 883 | $ 139 | ¥ 947 | ¥ 1,624 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ¥ in Thousands, $ in Thousands | Class A Ordinary Shares [Member]Common Stock [Member]CNY (¥)shares | Class C Ordinary Shares [Member]Common Stock [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 (¥) | CNY (¥) | USD ($) |
Balance at Dec. 31, 2018 | ¥ 728 | ¥ 90 | ¥ 3,507,123 | ¥ 20,149 | ¥ (3,271,838) | ¥ 8,305 | ¥ (1,786) | ¥ 262,771 | |
Balance (in shares) at Dec. 31, 2018 | shares | 38,756,289 | 4,708,415 | |||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Share-based compensation | 1,624 | 1,624 | |||||||
Issuance of ordinary shares for restricted stock award | ¥ 2 | (2) | |||||||
Issuance of ordinary shares for restricted stock award (in shares) | shares | 101,910 | ||||||||
Foreign currency translation adjustment | (2,924) | (2,924) | |||||||
Appropriation to statutory reserves | 36 | (36) | |||||||
Unrealized gain on investment, net of income taxes | 960 | 960 | |||||||
Non-controlling interests from new subsidiaries | 1,285 | 1,285 | |||||||
Deregistration of subsidiaries | 306 | 306 | |||||||
Net income (loss) | (99,941) | (485) | (100,426) | ||||||
Balance at Dec. 31, 2019 | ¥ 730 | ¥ 90 | 3,508,745 | 20,185 | (3,371,815) | 6,341 | (680) | 163,596 | |
Balance (in shares) at Dec. 31, 2019 | shares | 38,858,199 | 4,708,415 | |||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Share-based compensation | 947 | 947 | |||||||
Issuance of ordinary shares for restricted stock award | ¥ 1 | (1) | |||||||
Issuance of ordinary shares for restricted stock award (in shares) | shares | 50,001 | ||||||||
Issuance of ordinary shares | ¥ 63 | 35,515 | 35,578 | ||||||
Issuance of ordinary shares (in shares) | shares | 3,015,076 | ||||||||
Foreign currency translation adjustment | 6,234 | 6,234 | |||||||
Unrealized gain on investment, net of income taxes | (474) | (474) | |||||||
Impact on adoption of ASC 326 | (594) | (594) | |||||||
Deregistration of subsidiaries | (15,473) | 15,473 | (19) | (19) | |||||
Disposal of subsidiaries | (133) | (502) | 502 | (133) | |||||
Net income (loss) | (62,712) | (1,269) | (63,981) | ||||||
Balance at Dec. 31, 2020 | ¥ 794 | ¥ 90 | 3,545,073 | 4,210 | (3,419,146) | 12,101 | (1,968) | 141,154 | |
Balance (in shares) at Dec. 31, 2020 | shares | 41,923,276 | 4,708,415 | |||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Share-based compensation | 883 | 883 | |||||||
Issuance of ordinary shares for restricted stock award | ¥ 1 | (1) | |||||||
Issuance of ordinary shares for restricted stock award (in shares) | shares | 50,000 | ||||||||
Foreign currency translation adjustment | (711) | (711) | |||||||
Unrealized gain on investment, net of income taxes | (99) | (99) | |||||||
Deregistration of subsidiaries | (373) | 373 | 3,351 | 3,351 | |||||
Capital injection from minority shareholders | 100 | 100 | |||||||
Net income (loss) | 3,002 | (998) | 2,004 | $ 313 | |||||
Balance at Dec. 31, 2021 | ¥ 795 | ¥ 90 | ¥ 3,545,955 | ¥ 3,837 | ¥ (3,415,771) | ¥ 11,291 | ¥ 485 | ¥ 146,682 | $ 23,018 |
Balance (in shares) at Dec. 31, 2021 | shares | 41,973,276 | 4,708,415 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Cash flows from operating activities | ||||
Net income (loss) | ¥ 2,004 | $ 313 | ¥ (63,981) | ¥ (100,426) |
Adjustments to reconcile net (loss)/income to net cash provided by/(used in) operating activities: | ||||
Depreciation and amortization | 17,990 | 2,823 | 31,565 | 26,801 |
Amortization of operating lease right-of-use asset | 35,649 | 5,594 | 36,684 | 30,559 |
Share-based compensation expense | 883 | 139 | 947 | 1,624 |
Bad debt provision | 7,799 | 1,224 | 8,903 | 5,985 |
Foreign exchange gain, net | (223) | (35) | (980) | (23) |
Impairment loss | 10,525 | 1,652 | 36,699 | 38,754 |
Deferred income tax | 10,939 | 1,717 | (4,853) | 6,714 |
Gain on disposal of subsidiaries | (12,158) | (1,908) | (752) | |
Gain from deregistration of subsidiaries | (1,325) | (208) | (3,967) | (1,841) |
Gain from derecognition of liabilities | (3,926) | |||
Disposal loss from property and equipment | 638 | 100 | 474 | 1,227 |
Loss from equity method investment | 1,681 | 264 | 155 | 518 |
Gain from bargain purchase | (40,273) | |||
Gain from forgiven PPP loan | (9,305) | (1,460) | ||
Gain from fair value change of contingent consideration payable | (1,322) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (12,692) | (1,992) | (3,868) | (3,027) |
Prepaid and other current assets | (30,119) | (4,726) | 12,495 | 6,651 |
Amounts due from related parties | (1,098) | (172) | (706) | (1,213) |
Other non-current assets | 418 | 66 | (150) | (13,539) |
Accounts payable | 13,474 | 2,114 | 4,860 | 1,135 |
Accrued and other liabilities | 31,368 | 4,923 | 19,772 | (38,312) |
Income tax payable | (71,821) | (11,270) | 2,170 | 5,753 |
Deferred revenue | 23,154 | 3,633 | (5,431) | 13,079 |
Amounts due to related parties | 1,250 | 196 | 572 | (725) |
Operating lease liabilities | (34,769) | (5,456) | (21,889) | 12,397 |
Other non-current liabilities | (196) | (31) | 292 | (979) |
Net cash (used in) /provided by operating activities | (15,934) | (2,500) | 4,812 | (10,210) |
Cash flows from investing activities | ||||
Purchase of available-for-sale investments | (148,000) | (23,224) | (345,000) | (219,000) |
Proceeds from available-for-sale investments | 250,000 | 39,230 | 284,000 | 210,000 |
Purchase of held-to-maturity investments | (241,000) | (37,818) | (130,000) | (387,000) |
Maturity and proceeds from held-to-maturity investments | 284,000 | 44,566 | 116,000 | 426,000 |
Purchase of property and equipment | (8,457) | (1,327) | (2,894) | (8,704) |
Prepayment for leasehold improvement | (11,065) | (1,736) | (7,914) | (8,059) |
Purchase of intangible assets | (306) | (48) | (52) | (156) |
Purchase of subsidiaries, net of cash acquired | 37,622 | |||
Purchase of other non-current assets | (16,660) | (54,142) | ||
Proceed from disposal of subsidiaries, net of cash balance at disposed entities | (6,788) | (1,065) | (15) | (237) |
Payment as result of disposal of subsidiaries | (25,532) | |||
Collection of loan receivables | 42,677 | |||
Loans to third parties | (11,188) | (1,756) | (33,600) | (25,000) |
Collection of loan to third party | 16,000 | |||
Net cash (used in)/provided by investing activities | 107,196 | 16,822 | (98,513) | (33,153) |
Cash flows from financing activities | ||||
Proceeds from issuance of ordinary shares, net of expenses | 35,578 | |||
Proceeds from minority shareholder capital injection | 100 | 16 | 559 | |
Proceeds from short-term borrowing | 10,000 | 1,569 | 10,000 | |
Proceeds from long-term borrowing | 9,594 | |||
Repayments of short-term borrowing | (10,000) | (1,569) | ||
Proceeds from borrowing from third party | 5,738 | 900 | ||
Repayments of borrowing from third party | (41,179) | |||
Net cash (used in)/provided by financing activities | 5,838 | 916 | 55,172 | (40,620) |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | 206 | 32 | 574 | 75 |
Net change in cash, cash equivalents and restricted cash, including cash classified within assets held for sale | 97,306 | 15,270 | (37,955) | (83,908) |
Less: Net change in cash, cash equivalents and restricted cash included in assets held for sale | 57,729 | 9,059 | ||
Net change in cash, cash equivalents and restricted cash | 39,577 | 6,211 | (37,955) | (83,908) |
Cash, cash equivalents and restricted cash at beginning of year | 119,645 | 18,774 | 157,600 | 241,508 |
Cash, cash equivalents and restricted cash at end of year | 159,222 | 24,985 | 119,645 | 157,600 |
Supplemental disclosure of cash flow information | ||||
Income tax paid | (1,280) | (201) | (2,657) | (449) |
Interest paid | (320) | (50) | (134) | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Derecognition of assets other than cash of disposed subsidiaries/deregistered subsidiaries | 34,920 | 5,480 | 980 | 81 |
Derecognition of liabilities of disposed subsidiaries/deregistered subsidiaries, net of recognized amount due to the disposed subsidiaries/deregistered subsidiaries | 52,402 | 8,223 | 11,595 | 958 |
Contingent consideration of purchase of subsidiary | (1,322) | |||
Negative consideration from a business combination | (9,100) | |||
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | ¥ 17,082 | $ 2,681 | ¥ 96,099 | ¥ 150,603 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES a. Background The accompanying consolidated financial statements include the financial statements of Ambow Education Holding Ltd. (hereafter refer as the “Company”), its subsidiaries 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. In June 2018, the Company completed its public offering of 2,070,000 ADSs at US$4.25 per ADS. On October 5, 2020, the Company completed the issuance of 1,507,538 ADSs, at a purchase price of $3.98 per ADS, in a registered direct offering. Each ADS represents two Class A ordinary shares of the Company. On July 5, 2021, the two individual shareholders of Beijing Le’An Operational Management Co., Ltd. (“Beijing Le’An”), terminated their share pledge agreements, call options agreements, loan agreements, powers of attorney and exclusive consulting and service agreements with Beijing BoheLe Science and Technology Co. Ltd. (“Beijing BoheLe”); and transferred their 100% equity interest at Beijing Le’An to two new individual shareholders. On July 6, 2021, the two new individual shareholders of Beijing Le’An entered into the share pledge agreements, call options agreements, loan agreements, powers of attorney and exclusive consulting and service agreements with Beijing BoheLe. Beijing Le’An continued to be VIE of the Company since then. Through the renewal/establishment 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 July 20, 2021, the two individual shareholders of Beijing JFR Education and Technology Co., Ltd. (“Beijing JFR”) and Jinan LYZX Business Management Co., Ltd., (“Jinan LYZX”) entered into the share pledge agreements, call options agreements, loan agreements, powers of attorney and exclusive consulting and service agreements with Beijing BoheLe. Beijing JFR and Jinan LYZX collectively owns 100% equity interest of Jinan WXBL Education & Technology Co., Ltd. (“Jinan WXBL”). Beijing JFR and Jinan LYZX became VIEs of the Company since then. Through the establishment of such contractual agreements, the Company through its subsidiaries, controls 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. In 2021, one of the Company’s subsidiaries, Ambow Education Co., Ltd., registered in Cayman Islands, changed its name to OOOK Holding Co., Ltd. GTE Holding Co., Ltd., 100% subsidiary of Ambow Education Co., Ltd. and registered in Hong Kong, changed its name to OOOK Intelligent Co., Ltd. Beijing Ambow Chuangying Education and Technology Co., Ltd. (“Ambow Chuangying”), one of the Company’s Wholly Owned Foreign Enterprises (“WOFEs”) in China, changed its name to OOOK (Beijing) Education and Technology Co., Ltd. (“OOOK WOFE”) and became 100% subsidiary of OOOK Intelligent Co., Ltd. On September 22, 2021, the two individual shareholders of Beijing OOOK Education and Technology Co., Ltd. (“Beijing OOOK”) entered into the share pledge agreements, call options agreements, loan agreements, powers of attorney and exclusive consulting and service agreements with OOOK WOFE. Beijing OOOK became VIE of the Company since then. Through the establishment of such contractual agreements, the Company through its subsidiaries, controls the operation decisions of On May 14, 2021, the PRC State Council promulgated the 2021 Implementing Rules for the Law for Promoting Private Education (the “ 2021 Implementing Rules”), which became effective on September 1, 2021. The 2021 Implementing Rules prohibit foreign-invested enterprises established in China and social organizations whose actual controllers are foreign parties from controlling private schools that provide compulsory education by means of mergers, acquisitions, contractual arrangements, etc., and private schools providing compulsory education are prohibited from conducting transactions with their related parties. During the year ended December 31, 2021, to comply with the 2021 Implementing Rules, the Group planned to sell the Shuyang Galaxy School (“Shuyang K-12”) and business providing compulsory education services at Hunan Changsha Tongsheng Lake Experimental School (“Changsha K-12”) and Shenyang Universe High School (“Shenyang K-12”) (collectively as “K-9 business”). The Group has found a third party buyer and signed a definitive sales agreement, which is currently under registration process which is expected to be completed within one year from December 31, 2021. As the transaction was not closed as of December 31, 2021, and such business did not meet the definition of a “component” under US GAAP to be presented as a discontinued operation, the Group recorded the assets and liabilities of the K-9 business as “Held for Sale” in accordance with ASC 360. The assets and liabilities of the K-9 business classified as held for sale were presented separately in the asset and liability sections, respectively, of the Consolidated Balance Sheet as of December 31, 2021. Refer to Note 25-Assets and Liabilities Classified as Held for Sale for further details. In 2021, the Group also established a series of new subsidiaries and branch companies, and completed disposal and deregistration procedures of certain subsidiaries and branch companies in China. Refer to Note 1 (c) – Major Subsidiaries and VIEs, Note 27 – Disposal of Subsidiaries and Note 28 – Gain from Deregistration of Subsidiaries for further information. 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 also offers intellectualized operational services for schools and corporate clients to optimizing their teaching and operating environment. c. Major subsidiaries and VIEs As of December 31, 2021, the Company’s major subsidiaries and VIEs include the following entities: Place of Percentage Date of incorporation of incorporation (or establishment) ownership Name or acquisition /operation % Principal activity Subsidiaries Ambow Education Management (Hong Kong) Ltd. November 9, 2009 Hong Kong 100 % Investment Holding OOOK WOFE January 18, 2008 PRC 100 % Investment Holding Ambow Shengying October 13, 2008 PRC 100 % Investment Holding Beijing BoheLe April 30, 2020 PRC 100 % Investment Holding Ambow Education Inc. July 5, 2016 United States 100 % Investment Holding Ambow BSC Inc. February 14, 2017 United States 100 % Investment Holding Bay State College Inc. November 20, 2017 United States 100 % CP&CE Programs Ambow NSAD Inc. May 8, 2019 United States 100 % Investment Holding NewSchool of Architecture and Design, LLC (“NewSchool”) March 6, 2020 United States 100 % CP&CE Programs Place of Percentage Date of incorporation of incorporation (or establishment) ownership Name or acquisition /operation % Principal activity Variable interest entities and subsidiaries of VIEs Ambow Shida July 30, 2004 PRC 100 % Investment Holding Shanghai Ambow May 16, 2006 PRC 100 % Investment Holding Ambow Sihua April 17, 2007 PRC 100 % Investment Holding Ambow Rongye Education and Technology Co., Ltd. (“Ambow Rongye”) September 8, 2015 PRC 100 % Investment Holding Ambow Zhixin Education and Technology Co., Ltd. (“Ambow Zhixin”) October 14, 2015 PRC 100 % Investment Holding IValley March 13, 2017 Taiwan 100 % Investment Holding Beijing Le’An January 17, 2020 PRC 100 % Operational Services to K-12 Schools Beijing JFR July 5, 2021 PRC 100 % Investment Holding Jinan LYZX July 2, 2021 PRC 100 % Investment Holding Jinan WXBL June 25, 2021 PRC 100 % Operational Services to K-12 Schools Beijing OOOK July 23, 2021 PRC 100 % CP&CE Programs Beijing Genesis Education Group (“Genesis Career Enhancement”) May 1, 2011 PRC 100 % CP&CE Programs Beijing Ambow Dacheng Education and Technology Co., Ltd. December 2, 2013 PRC 100 % CP&CE Programs GTE (Shanghai) Education Training Co., Ltd. (“GTE Shanghai”) April 27, 2016 PRC 100 % CP&CE Programs GTE (Beijing) Education Training School Co., Ltd. (“GTE Beijing”) February 12, 2020 PRC 100 % CP&CE Programs IValley Beijing September 15, 2017 PRC 100 % CP&CE Programs Beijing Century Zhisheng Education Technology Co., Ltd July 26, 2007 PRC 100 % CP&CE Programs Changsha Jingcai Education Technology Co., Ltd. February 1, 2019 PRC 100 % Investment Holding Beijing Zhong’an Ambow Culture Technology Co., Ltd. (“ZhongAn Ambow”) May 1, 2019 PRC 51 % CP&CE Programs Place of Percentage Date of incorporation of incorporation (or establishment) ownership Name or acquisition /operation % Principal activity Schools of VIEs Changsha K-12 June 18, 1999 PRC 100 % K10-12 School Shenyang K-12 December 8, 2003 PRC 100 % K10-12 School Changsha YH Jingcai Xiuye Tutoring School Co., Ltd. July 24, 2019 PRC 100 % CP&CE Programs Changsha FR Xiuye Tutoring School Co., Ltd. February 1, 2019 PRC 100 % CP&CE Programs Lanzhou Anning Ambow English Training School May 16, 2011 PRC 100 % CP&CE Programs Beijing Haidian Ambow Xinganxian Training School (“Beijing Xinganxian”) March 28, 2005 PRC 100 % CP&CE Programs Beijing Huairou Xinganxian Training School March 10, 2011 PRC 100 % CP&CE Programs Shandong Shichuang Software Training School September 22, 2009 PRC 100 % CP&CE Programs 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, Beijing Le’An, Ambow Rongye, Ambow Zhixin, IValley, Beijing JFR, Jinan LYZX and Beijing OOOK are considered to be VIEs in accordance with US GAAP for the following reasons: ● Shareholders of the VIEs lack the right to receive any expected residual returns from the VIEs; ● Shareholders of VIEs lack the ability to make decisions about the activities of the VIEs that have a significant effect on their operation; and ● Substantially all of the VIEs’ businesses are conducted on behalf of the Company or its subsidiaries. Through the equity pledge arrangements, call option agreements and powers of attorney with the shareholders of VIEs, the Company controls decisions in relation to the operations of the VIEs, VIE’s subsidiaries and schools controlled. Specifically, the Company can make the following decisions which most significantly affect the economic performance of the VIEs: ● The Company has the power to appoint the members of the VIE’s board of directors and senior management as a result of the powers of attorney; ● The Company is closely involved in the daily operation of the VIE via appointing management personnel such as VP and other staff to oversee the operation of the VIEs; ● Generally, the VIE’s board of directors and senior management may (1) modify the articles of the schools / centers; (2) approve the department structure of the schools / centers, and (3) approve the division, combination, termination of the schools / centers; ● The principals of the schools are involved in curriculum design, course delivery, hiring teachers, student recruitment, and approving school budgets and monthly spending plan; and ● The principals sign significant contracts on behalf of the schools / training centers such as service arrangement, leasing contract etc. Further, the Company is also able to make the following decisions that enable it to receive substantially all of the economic returns from the VIEs: ● The Company has the exclusive right to provide management / consulting services to VIEs. Given the Company controls the VIE’s board of directors, the Company has the discretion to set the service fees which enable the Company to extract the majority of the profits from the Company; ● The Company has the right to renew the service contracts indefinitely, which ensures the Company will be able to extract profits on a perpetual basis. 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. According to the Law for Promoting Private Education, sponsors of private schools may choose to register their schools as either non-profit or for-profit schools but sponsors are not permitted to register for-profit schools that provide compulsory education. The Company has categorized its schools into these two categories, and applies the voting interest model when consolidating the for-profit schools and applies the VIE model when consolidating the non-profit schools. For the for-profit schools,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. Non-profit schools are prohibited from distributing annual dividends and all earnings must be reserved for the operation of the schools. 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. Therefore, the Company through the VIEs is the primary beneficiary of the non-profit schools 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 nine 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 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. 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, Beijing Le’An, Ambow Rongye, Ambow Zhixin, Beijing JFR, Jinan LYZX and Beijing OOOK 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, Beijing Le’An, Ambow Rongye, Ambow Zhixin, IValley, Beijing JFR, Jinan LYZX and Beijing OOOK, 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, 2020 2021 RMB RMB Total assets 653,657 624,715 Total liabilities 665,373 616,717 Years ended December 31, 2019 2020 2021 RMB RMB RMB Net revenues 503,180 411,805 385,366 Net (loss) income (48,461) (44,603) 64,544 The following table sets forth cash and cash equivalents in RMB held by the Group’s VIEs and non-VIE in PRC as of December 31, 2020 and 2021: As of December 31, 2020 2021 RMB RMB VIEs in PRC 60,044 124,174 Non-VIEs in PRC 4,207 762 Total 64,251 124,936 All of the assets of VIEs and its subsidiaries can be used only to settle obligations of VIEs and its subsidiaries. None of the assets of VIEs and its subsidiaries have been pledged or collateralized. The creditors of VIEs and its subsidiaries do not have recourse to the general credit of the Company and its wholly-owned subsidiaries. Assets of VIEs and its subsidiaries that can be used only to settle obligations of VIEs and its subsidiaries and liabilities of VIE and its subsidiaries for which creditors (or beneficial interest holders) do not have recourse to the general credit of the Company and its wholly owned subsidiaries have been presented parenthetically alongside each balance sheet caption on the face of the consolidated balance sheets. During the periods presented, the Company and its wholly-owned subsidiaries provided financial support to VIEs that it was not previously contractually required to provide in the form of advances. To the extent VIEs requires financial support, pursuant to the exclusive business cooperation agreement, the WFOE may, at its option and to the extent permitted under the PRC law, provide such support to VIEs through loans to VIE’s nominee equity holders or entrustment loans to VIEs. |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 12 Months Ended |
Dec. 31, 2021 | |
LIQUIDITY AND CAPITAL RESOURCES | |
LIQUIDITY AND CAPITAL RESOURCES | 2. LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2021, the Group’s consolidated current liabilities exceeded its consolidated current assets by RMB 154,917. With certain non-cash payment adjustments excluded from the current liabilities, the gap between the current liabilities and current assets has been significantly reduced. The Group’s consolidated net assets were amounting to RMB 146,682 as of December 31, 2021. There are no liquidity concerns noted in the next 12 months. The Group’s principal sources of liquidity have been cash provided by operating activities. The Group had net cash used in operating activities of RMB 15,934 and RMB 10,210 for the years ended December 31, 2021 and 2019 respectively, and net cash provided by operating activities of RMB 4,812 for the year of 2020. The net cash outflow in 2021 was mainly caused by less cash inflows impacted by the regulatory changes to tutoring business. As of December 31, 2021, the Group had RMB 157,399 in unrestricted cash and cash equivalents, RMB 15,764 in short term investments, available for sale, and RMB 2,000 in short term investments, held to maturity. The Group’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenues and/or manage cost and operating expenses in line with revenue forecasts, the Group may not be able to achieve profitability. The Group believes that available cash and cash equivalents, 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, obtaining credit facilities, streamlining business units, controlling rental, overhead and other operating expenses and seeking to further dispose non-cash generating units. Management cannot provide any assurance that the Group will raise additional capital if needed. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). 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 6.3726, representing the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board as of December 30, 2021. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate. As mentioned in Note 1 (a) and Note 25, to comply with the 2021 Implementing Rules, the Group planned to sell its business providing compulsory education services at its three K-12 schools. The Group has found a third party buyer and signed a definitive sales agreement, which is currently under registration process and expected to be completed within one year from December 31, 2021. As the transaction was not closed as of December 31, 2021, and such business did not meet the definition of a “component” under US GAAP to be presented as a discontinued operation, the Group recorded the assets and liabilities of the K-9 business as “Held for Sale” in accordance with ASC 360. The assets and liabilities of the K-9 business were classified as held for sale were presented separately in the asset and liability sections, respectively, of the Consolidated Balance Sheet as of December 31, 2021. Refer to Note 25-Assets and Liabilities Classified as Held for Sale for further detail. 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, fair value of assets and liabilities acquired in business combinations, 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 includes the cash frozen during ongoing arbitrations and deposit required by certain customer for contract implementation. 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 Group’s various subsidiaries and VIEs. h. Allowance for doubtful accounts The Group adopted ASC 326 Financial Instruments – Credit Losses using the modified retrospective approach through a cumulative-effect adjustment to accumulated deficit from January 1, 2020 and interim periods therein. Management used an expected credit loss model for the impairment of trading receivables as of period ends. Management believes the aging of accounts receivable is a reasonable parameter to estimate expected credit loss, and determines expected credit losses for accounts receivables using an aging schedule as of period ends. The expected credit loss rates under each aging schedule were developed on basis of the average historical loss rates from previous years, and adjusted to reflect the effects of those differences in current conditions and forecasted changes. Management measured the expected credit losses of accounts receivable on a collective basis. When an accounts receivable does not share risk characteristics with other accounts receivables, management will evaluate such accounts receivable for expected credit loss on an individual basis. Doubtful accounts balances are written off and deducted from allowance, when receivables 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 which is fifty years. j. Property and equipment Property and equipment are 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. A gain on a bargain purchase is recognized and measured as the excess of the fair values of the acquired identifiable net assets exceeded 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. 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, and it is subsequently remeasured at fair value at each reporting date with changes in fair value reflected in earnings. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. These provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Business combinations occurred during the years ended December 31, 2019, 2020 and 2021 are disclosed in Note 23-Acquisition. l. Intangible assets Intangible assets represent brand, software, trade name, student population, corporative agreement, customer relationship, license, trademark, workforce, non-compete agreement and accreditation. The software was initially recorded at historic acquisition costs or cost directly incurred to develop the software during the application development stage that can provide future benefits, and amortized on a straight-line basis over estimated useful lives. Other finite lived intangible assets are initially recorded at fair value when acquired in a business combination, in which the finite intangible assets are amortized on a straight-line basis except student populations and customer relationships which are amortized using an accelerated method to reflect the expected departure rate over the remaining useful life of the asset. The Group reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The intangible assets have original estimated useful lives as follows (Refer to Note 9-Intangible Assets for further information): Software 2 years to 10 years Student populations 1.8 years to 15 years Trade names Indefinite Brand Indefinite Others 1.3 The Group has determined that trade names and brand have the continued ability to generate cash flows indefinitely. There are no legal, regulatory, contractual, economic or other factors limiting the useful life of the respective trade names and brand. Consequently, the carrying amounts of trade names and brand are not amortized but are tested for impairment as of September 30 every year or more frequently if events or circumstances indicate that the assets may be impaired. Such impairment test consists of a comparison of the fair values of the trade names and brand with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trade names and brand exceed their fair values. The Group performed impairment testing of indefinite-lived intangible assets in accordance with ASC 350, which requires an entity to evaluate events and circumstances that may affect the significant inputs used to determine the fair value of the indefinite-lived intangible assets when performing qualitative assessment. When these events occur, the Group estimates the fair value of these trade names and brand with the Relief from Royalty method (“RFR”), which is one of the income approaches. RFR method is generally applied for assets that frequently licensed in exchange for royalty payments. As the owner of the asset is relieved from paying such royalties to a third party for using the asset, economic benefit is reflected by notional royalty savings. An impairment loss is recognized for any excess in the carrying value over the fair value of trade names and brand. 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 two reportable segments including K-12 schools and CP& CE Programs. For further details, refer to Note 21-Segment Information. 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 the year of 2020, the Group derecognized liabilities with long aging over certain years and no claim of debts have been received by the Group, and liability whose creditors have ceased to exist legally. Refer to Note 26-Gain from Derecognition of Liabilities for detail. 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 principle, the Group applies the following steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Group has two reportable segments: 1) K-12 schools, 2) CP&CE Programs. K-12 schools mainly provide full curriculums educational services to senior high school students in China. CP&CE Programs offer tutoring services to pre-school children and senior high school students, provide vocational education services to undergraduate students in partner colleges, provide boarding and accommodation services to partner colleges or corporate customers, provide short term outward bound and in-house training services to corporate clients, and provide intellectualized operational services to corporate clients, colleges and universities. Bay State College and NewSchool in U.S. under CP&CE Programs offer career-focused post-secondary educational services to undergraduate students in U.S. For individual customers including pre-school children and senior high school 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 college and corporate customers, there are written formal contracts which recorded service fee, service period, each party’s rights and obligations and payment terms. For individual customers including pre-school children and senior high school students and undergraduate students, the Group’s performance obligations are to provide acknowledged academic education including kindergarten, grade from ten to twelve to school-aged students within academic years, extracurricular tutoring services and post-secondary education with Associates and Bachelor’s programs within agreed-upon periods respectively. For college and corporate customers, 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 individual customers including pre-school children and senior high school students and undergraduate students, transaction price of each customer is the tuition and fee received normally up front. For college and corporate customers, transaction price of each customer is the service fee defined in the contract, net of value added tax, and would be received either up front or within payment terms depending on each contract. Circumstances like other variable consideration, significant financing component, noncash consideration, consideration payable to a customer did not exist. For individual, college and corporate customers, the Group identifies one performance obligation. The transaction prices are allocated to the one performance obligation. For intellectualized operational services to corporate customers, the Group identifies 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 individual customers including pre-school children and senior high school students and undergraduate students, the Group satisfies performance obligations to students over time, and recognizes revenue according to tutoring hours or school days consumed in each month of a semester. For vocational education services, outbound and in-house training services, and boarding and accommodation services to college and corporate customers, the Group satisfies performance obligations to customers over time, and recognizes 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 intellectualized operational service to corporate clients, the Group satisfies 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. Accordingly, the Group recognizes 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 years of 2019, 2020 and 2021: K ‑ 12 CP&CE (RMB in thousands) Schools Programs Consolidated RMB RMB RMB Net Revenues in 2019 313,747 270,162 583,909 Net Revenues in 2020 291,539 240,441 531,980 Net Revenues in 2021 270,362 226,515 496,877 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, 2020 and 2021, the Group has no other contract assets except for Accounts Receivable, in RMB 20,972 and RMB 25,602, respectively. Please refer to Note 6-Accounts Receivable, Net for detail. Contract liabilities represent the Group has received consideration but has not satisfied the related performance obligations. The tuition and service fees received in advance are the Group’s contract liabilities and presented in deferred revenue in the consolidated balance sheets. The revenue recognized during the years 2020 and 2021 that was previously included in the deferred revenue balances as of December 31, 2020 and December 31, 2021 was RMB 163,699 and RMB 95,036, respectively. The following table provides the deferred revenue balances by segments as of December 31, 2020 and 2021. As of December 31, 2020 2021 RMB RMB K-12 Schools 126,564 69,634 CP&CE Programs 37,135 25,402 Total 163,699 95,036 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 The Group adopted ASC 842 Leases as of January 1, 2019, using the non-comparative transition option pursuant to ASU 2018-11. Therefore, the Group has not restated comparative period financial information for the effects of ASC 842, and will not make the new required lease disclosures for comparative periods beginning before January 1, 2019. The Group elected the package of practical expedients permitted under the transition guidance within the new standard, which among others things (i) allowed the Group to carry forward the historical lease classification; (ii) did not require the Group to reassess whether any expired or existing contracts are or contain leases; (iii) did not require the Group to reassess initial direct costs for any existing leases. The Group identifies lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. For all operating leases except for short-term leases, the Group recognizes operating right-of-use assets and operating lease liabilities. Leases with an initial term of 12 months or less are short-term lease and not recognized as right-of-use assets and lease liabilities on the consolidated balance sheet. The Group recognizes lease expense for short-term leases on a straight-line basis over the lease term. For finance lease, the Group recognizes finance lease right-of-use assets. The operating lease liabilities are recognized based on the present value of the lease payments not yet paid, discounted using the Group’s incremental borrowing rate over a similar term of the lease payments at lease commencement. Some of the Group’s lease agreements contain renewal options; however, the Group do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Group is reasonably certain of renewing the lease at inception or when a triggering event occurs. The right-of-use assets consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease When none of the criteria of finance lease are met, a lessee shall classify the lease as an operating lease. Finance lease The Group classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement: a. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; b. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; c. The lease term is for the major part of the remaining economic life of the underlying asset; d. The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with ASC 842 paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset; e. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term; 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 10,664, RMB 7,474 and RMB 7,637 for the years ended December 31, 2019, 2020 and 2021, 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 and short-term borrowings. 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 |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2021 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. Years ended December 31, 2019 2020 2021 RMB RMB RMB Cash and cash equivalents 157,600 118,821 157,399 Restricted cash — 824 1,823 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows 157,600 119,645 159,222 |
SHORT TERM INVESTMENTS
SHORT TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
SHORT TERM INVESTMENTS | |
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 are within one year with floating interest rates. 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 Group 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 Group estimated that their fair value approximate their amortized costs considering their short term maturities and high credit quality. No 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, 2021. No The amortized cost, gross unrealized gain in accumulated other comprehensive income, and estimated fair value of investments as of December 31, 2020 and 2021, are reflected in the tables below: As of December 31, 2020 Gross unrealized gain in accumulated other Estimated Amortized Cost comprehensive income Fair value RMB RMB RMB Short-term investments: Held-to-maturity investments Fixed-rate financial products 45,000 — 45,000 Available-for-sale investments Adjustable-rate financial products 117,000 854 117,854 As of December 31, 2021 Gross unrealized gain in accumulated other Estimated Amortized Cost comprehensive income Fair value RMB RMB RMB Short-term investments: Held-to-maturity investments Fixed-rate financial products 2,000 — 2,000 Available-for-sale investments Adjustable-rate financial products 15,000 764 15,764 Interest income recognized on held-to-maturity investments for years ended December 31, 2019, 2020 and 2021 were as follows: Years Ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Interest income recognized on held-to-maturity investments 1,904 548 1,239 163 |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE, NET | |
ACCOUNTS RECEIVABLE, NET | 6. ACCOUNTS RECEIVABLE, NET Accounts receivable consisted of the following: As of December 31, 2020 2021 RMB RMB Accounts receivable 27,219 37,008 Less: Allowance for doubtful accounts (6,247) (11,406) Accounts receivable, net 20,972 25,602 Allowance for doubtful accounts: As of December 31, 2020 2021 RMB RMB Balance at beginning of year (2,993) (6,247) Addition (7,857) (6,930) Written off 4,603 1,771 Balance at end of year (6,247) (11,406) |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
PREPAID AND OTHER CURRENT ASSETS, NET | |
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, 2020 2021 RMB RMB Amount due from Xihua Group (Note i) 49,800 49,800 Receivable from Zhenjiang operating rights (Note ii) 35,000 35,000 Prepaid input value-added tax 4,069 3,651 Staff advances 3,723 2,496 Rental deposits 2,826 1,289 Prepayments to suppliers 9,209 5,799 Subsidy receivable (Note iii) 4,567 — Loans to third parties (Note iv) — 4,188 Others (Note v) 8,510 7,737 Total before allowance for doubtful accounts 117,704 109,960 Less: allowance for doubtful accounts (70) (70) Total 117,634 109,890 Allowance for doubtful accounts: As of December 31, 2020 2021 RMB RMB Balance at beginning of year (4,339) (70) Addition (Note vi) (1,046) (869) Written off (Note vi) 5,315 869 Balance at end of year (70) (70) (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, 2020 and 2021, the payable balance to Zhenjiang Foreign Language School amounted to RMB 36,770 and RMB 36,770, respectively (see Note 13 -Accrued and Other Liabilities); therefore, no provision was made. As of the date of issuance of the financial statements, the negotiation was still in progress. (Note iii) On March 6, 2020, Ambow NSAD Inc. acquired 100% of the outstanding membership interest of NewSchool. As part of the acquisition, a subsidy was provided by the seller for each of the four years after the acquisition for the loss of certain online business of NewSchool after the change of ownership. Refer to Note 23-Acquisition for further background information. On October 4, 2021, the Group reached an agreement with the seller to settle the subsidy receivable from the seller, current and non-current, with the consideration payable due to the seller. As of December 31, 2021, the net subsidy receivable has been fully collected. (Note iv) On March 30 and May 20, 2021, Ambow Shengying and Ambow Education Inc. entered into loan agreements with Beijing Yisen Technology Service Co., Ltd. (“Yisen”) to lend cash in RMB 1,000 and US$ 500 to Yisen, respectively. The loans are interest free and with one-year terms. The loan agreements are without any requirements for collateral or pledge on the loans. No allowance upon such loans were provided in the year of 2021. (Note v) Others mainly included inventory, prepaid education supplies, prepaid outsourcing service fee, and other miscellaneous items with trivial amounts. (Note vi) Addition of allowance during the years of 2020 and 2021 was mainly provided against third parties due to the remote recoverability. Certain provisions were written off after all collection efforts being exhausted and the potentials for recovery was remote. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 8. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: As of December 31, 2020 2021 RMB RMB Buildings 128,659 76,790 Motor vehicles 4,147 3,333 Office and computer equipment 59,372 47,691 Leasehold improvements 89,667 68,209 Sub-total 281,845 196,023 Less: accumulated depreciation (137,353) (94,108) Total 144,492 101,915 For the years ended December 31, 2019, 2020 and 2021, depreciation expenses were RMB 18,481, RMB 24,477 and RMB 14,994, respectively, which were recorded in cost of revenues, selling and marketing expenses, general and administrative expenses and research and development expenses. The Group performed impairment test on the property and equipment, and recognized impairment loss of RMB nil and RMB 1,127 for the years ended December 31, 2020 and 2021, respectively. In November 2021, the Group mortgaged its office property in Beijing, China to obtain a line of credit from Bank of Huaxia. Refer to Note 12 Short-Term Borrowing for further information. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS, NET | |
INTANGIBLE ASSETS, NET | 9. INTANGIBLE ASSETS, NET Intangible assets consisted of the following: As of December 31, 2020 2021 RMB RMB Gross carrying amount Trade names 47,068 22,635 Brand 4,534 4,534 Student populations 39,817 39,817 Software 31,371 28,953 Others 12,206 12,506 134,996 108,445 Less: accumulated amortization Trade names — — Brand — — Student populations (39,711) (39,817) Software (29,206) (26,943) Others (11,271) (11,699) (80,188) (78,459) Intangible assets, net Trade names 47,068 22,635 Brand 4,534 4,534 Student populations 106 — Software 2,165 2,010 Others 935 807 54,808 29,986 Intangible assets – others include customer relationships, cooperative agreements, non-compete agreements, trademark, workforce, license and accreditation. For the years ended December 31, 2019, 2020 and 2021, the Group performed impairment test on the trade name and brand and recognized impairment loss of RMB 5,030, RMB 1,386 and RMB 8,885, respectively. Amortization expenses for intangible assets amounted to RMB 6,042, RMB 5,599 and RMB 1,596 for the years ended December 31, 2019, 2020 and 2021, respectively, of which RMB 3,063, RMB 3,696 and RMB 276 are included in cost of sales and the remaining are 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 are as follows: Amount RMB 2022 517 2023 683 2024 633 2025 337 2026 318 Thereafter 329 Total 2,817 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL. | |
GOODWILL | 10. GOODWILL The changes in the carrying amount of goodwill by reporting unit for the years ended December 31, 2020 and 2021 were as follows: K ‑ 12 CP&CE Schools Programs Consolidated RMB RMB RMB Balance as of December 31, 2019 25,710 34,643 60,353 Goodwill recognized during the year — 960 960 Goodwill disposed during the year — (290) (290) Goodwill impairment — (35,313) (35,313) Balance as of December 31, 2020 25,710 — 25,710 Goodwill reclassified to assets held for sale (Note 25) (3,803) — (3,803) Balance as of December 31, 2021 21,907 — 21,907 (Note i) In the year of 2021, the Group performed quantitative impairment test for the goodwill of K-12 Schools reporting unit and no impairment loss was noted in the year. |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
OTHER NON-CURRENT ASSETS, NET | |
OTHER NON-CURRENT ASSETS, NET | 11. OTHER NON-CURRENT ASSETS, NET Other non-current assets consisted of the following: As of December 31, 2020 2021 RMB RMB Prepaid long-term deposit and loans to lock-up an equity interest investment (Note i) 89,929 103,009 Long-term receivables from Jinghan Taihe (Note ii & Note 23) 13,723 13,723 Long-term restricted cash (Note iii) 19,373 18,950 Long-term lease deposits 3,603 3,087 Long-term subsidy receivable (Note 7(iii) & Note 23) 6,577 — Others 5,862 3,595 Total 139,067 142,364 (Note i) In April 2019, Ambow Shida entered into an agreement to lock-up a no-less-than 51% equity interest of Hebi Ambow Ruiheng Education Technology Co., Ltd. (“Ruiheng”) held by Beijing Dongyuanzhongheng Enterprise Management Co., Ltd. (“Dongyuan”) for six years, starting from May 1, 2019 till April 30, 2025. Ruiheng leases its land and buildings to Hebi Economic Development Zone Ambow Foreign Language School and Hebi Ambow Senior High School (collectively “Hebi Schools”) as campus and provides property operational services to Hebi Schools. Hebi Schools are located in Hebi, Henan Province in China, providing junior and senior high school full curriculum services respectively. Ambow Shida paid RMB 40,000 to Dongyuan as a deposit in April 2019 according to the agreement. As agreed by both parties, if Ambow Shida and Dongyuan reached for agreement to transfer the equity interest of Ruiheng at any time during the six years, the deposit in RMB 40,000 plus 10% annual interest accrued would not be returned but as part of the consideration for the transfer; or, Dongyuan will return the deposit to Ambow Shida with 10% annual interest within seven days upon the termination of the Agreement. Ambow Shida recognized RMB 40,000 as the principal and RMB 9,602 as interest receivable of the lock-up deposit as of December 31, 2021. Ambow Shengying also entered into a series of loan agreements with Dongyuan in 2020 and 2021 with 5% annual interest rate. The total outstanding principles and interest receivable were RMB 49,600 and RMB 3,807 as of December 31, 2021, respectively. On April 8, 2020, the Group entered into an equity transfer intention agreement with Dongyuan to agree that the outstanding loans and interest due would be turned into part of consideration for the Group to acquire a no-less-than 51% equity interest of Ruiheng depending on both parties further agreement. On September 30, 2021, Ambow Shida and Ambow Shengying went into a share pledge agreement with Dongyuan to put the 70.63% equity interest of Ruiheng held by Dongyuan as collaterals for the long-term deposit and loans and their interest receivables. No allowance upon such deposit, loans and interest receivable was provided in the years of 2020 and 2021. (Note ii) As of December 31, 2020 and 2021, the Group recognized long-term receivables due from Jinghan Taihe of RMB 13,723, including the present value of long-term receivable related to the acquisition of tutoring centers previously owned by Jinghan Taihe and accrued management fee income from Jinghan Taihe. The interest income recognized in the Group’s consolidated income statement for the years ended December 31, 2020 and 2019 were RMB 1,925 and RMB 958, respectively. Due to the termination of operation of Jinghan Tutoring Centers, the Group is negotiating with Jinghan Taihe on settlement of the outstanding receivables and payables as of the date of this report. Refer to Note 13 (i)-Accrued and Other Liabilities and Note 23-Acquisition for further information. (Note iii) It includes cash in collateral bank accounts for the issuance of letters of credit in U.S. and cash in special deposit accounts required by the Education Commission to prevent abusive use of educational funds in China. |
SHORT-TERM BORROWINGS
SHORT-TERM BORROWINGS | 12 Months Ended |
Dec. 31, 2021 | |
SHORT-TERM BORROWINGS | |
SHORT-TERM BORROWINGS | 12. SHORT-TERM BORROWING The following table sets forth the loan agreement of short-term borrowing from bank: Amount Annual Repayment Date Borrower Lender (RMB) Interest Rate Due Date December 10, 2021 Ambow Shida Huaxia Bank 10,000 4.35 % December 10, 2022 In November 2021, the Group mortgaged its office property in Beijing, China with the carry amount of RMB 64,435 to obtain a line of credit in RMB 30,000 from Bank of Huaxia with a three-year |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED AND OTHER LIABILITIES | |
ACCRUED AND OTHER LIABILITIES | 13. ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following: As of December 31, 2020 2021 RMB RMB Business tax, VAT and others 31,719 28,789 Payable balance with indemnity by Xihua Group (Note 7(i)) 49,800 49,800 Payable to Zhenjiang Foreign Language School (Note 7(ii)) 36,770 36,770 Accrued payroll and welfare 27,982 19,660 Payable to Jinghan Taihe (Note i & Note 23) 25,441 25,441 Payable for purchase of equipment and services 9,995 7,872 Receipt in advance 4,535 3,556 Amounts due to students 9,198 13,632 Lawsuit penalty payable 2,731 — Payable to K-9 buyer (Note ii) — 21,301 Loan from third party — 5,738 Consideration payable (Note iii) 7,067 — Others 4,352 3,840 Total 209,590 216,399 (Note i) Due to the termination of operation of Jinghan Tutoring Centers in 2020, the Group reclassified deferred revenue of those tutoring centers to other liabilities in RMB 25,441 as of December 31, 2020 and 2021. The Group is negotiating with Jinghan Taihe on settlement of the outstanding receivables and payables as of the date of this report. Refer to Note 11 (ii)-Other Non-Current Assets, Net. (Note ii) During the year ended December 31, 2021, to comply with the 2021 Implementing Rules, the Group planned to sell its business providing compulsory education services at its three K-12 schools. The Group has found a third party buyer and signed a definitive sales agreement, which is currently under registration process and expected to be completed within one year from December 31,2021. As the transaction was not closed as of December 31, 2021, and such business did not meet the definition of a “component” under US GAAP to be presented as a discontinued operation, the Group recorded the assets and liabilities of the K-9 business as “Held for Sale” in accordance with ASC 360, and recorded the K-9 business operating results from September 1, 2021 to December 31, 2021 as payable to K-9 buyer in RMB 21,301. Refer to Note 25-Assets and Liabilities Classified as Held for Sale for further details. (Note iii) On March 6, 2020, Ambow NSAD Inc. acquired 100% of the outstanding membership interest of NewSchool. As part of the acquisition, a cash consideration was payable to the seller on or before December 31, 2021. Refer to Note 23-Acquisition for further background information. On October 4, 2021, the Group reached an agreement with the seller to settle the subsidy receivable due from the seller, current and non-current, with the consideration payable due to the seller. As of December 31, 2021, the net subsidy receivable has been fully collected. |
LONG-TERM BORROWING
LONG-TERM BORROWING | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM BORROWING | |
LONG-TERM BORROWING | 14. LONG-TERM BORROWING The following table sets forth the loan agreement of long-term borrowing from bank as of December 31, 2020: Amount Original Amount Annual Repayment Date Borrower Lender (RMB) (US$) Interest Rate Due Date May 1, 2020 Bay State College Small Business Administration (“SBA”) 9,594 1,470 1.00 % May 2, 2022 On May 1, 2020, Bay State College obtained a PPP loan under the CARES Act from the SBA through Bank of America in US$1,470, with maturity date on May 2, 2022. Bay State College accrued interest expense of the loan using a fixed rate of 1%. On July 1, 2021, SBA fully forgave the outstanding principal of the PPP loan to Bay State College. |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2021 | |
ORDINARY SHARES | |
ORDINARY SHARES | 15. ORDINARY SHARES The addition of ordinary shares during the years ended December 31, 2020 and 2021 came from the vest of restricted shares and a registered public offering in October 2020 respectively. Refer to Note 16-Share Based Compensation - Restricted Stock Award for further information on the vest of restricted shares. On October 5, 2020, the Company completed the issuance of 1,507,538 ADSs (representing 3,015,076 Class A Ordinary Shares), at a purchase price of $3.98 per ADS, in a registered direct offering. The net proceeds from the offering, after deducting the placement agent fees and other offering expenses, was approximately RMB 35,515 (US$ 5,210). |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation | |
SHARE BASED COMPENSATION | 16. SHARE BASED COMPENSATION Amended and Restated 2010 Equity Incentive Plan On June 1, 2010, the Group adopted the 2010 Equity Incentive Plan, or the “2010 Plan”, which became effective upon the completion of the IPO on August 5, 2010 and terminated automatically 10 years after its adoption. On December 21, 2018, the Group amended and restated the 2010 Plan, or the “Amended and Restated 2010 Plan”, which became effective upon the approval from the Board of Directors and shareholders. The plan will continue in effect for 10 years from the date adopted by the Board, unless terminated earlier under section 18 of the plan. Share options Management of the Group is responsible for determining the fair value of options granted and have considered a number of factors when making this determination, including valuations. The Group has not granted options during the years of 2019, 2020 and 2021. As of December 31, 2020 and 2021, all share options were vested and previously expensed. There were no share-based compensation expenses for the share options during the years of 2019, 2020 and 2021. Restricted stock awards On November 22, 2018, the Board of Directors approved to grant 200,000 shares of the restricted stock to senior employees of the Group. Twenty-five percent of the awards vested on the one-year anniversary of the vesting commence date, and the remainder shall vest in equal and continuous monthly installments over the following thirty-six months thereafter, subject to participant’s continuing service of the Group through each vesting date. In 2020 and 2021, 50,001 and 50,000 shares of restricted stock were vested respectively. A summary of the restricted stock awards as of December 31, 2020 and 2021 is as follows: Year ended December 31, 2020 Weighted Average Grant-date fair Remaining Shares value Contractual Term RMB Unvested at beginning of year 171,409 19.16 2.55 Granted — — — Vested (50,001) 17.62 — Forfeited or expired — — — Unvested at end of year 121,408 18.10 1.57 Shares vested but not issued at end of year 19,935 20.42 — Year ended December 31, 2021 Weighted Average Grant-date fair Remaining Shares value Contractual Term RMB Unvested at beginning of year 121,408 18.10 1.57 Granted — — — Vested (50,000) 17.21 — Forfeited or expired — — — Unvested at end of year 71,408 18.03 0.62 Shares vested but not issued at end of year 19,935 19.94 — The Group recorded share-based compensation expenses of RMB 1,624, RMB 947 and RMB 883 in general and administrative expense for the restricted stock awards for the years ended December 31, 2019, 2020 and 2021, respectively, and the unrecognized share-based compensation expenses were amounting to RMB 1,666 and RMB 768 as of December 31, 2020 and 2021, respectively. |
TAXATION
TAXATION | 12 Months Ended |
Dec. 31, 2021 | |
TAXATION | |
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, 2020 and 2021, the payable balances for VAT were RMB 2,176 and RMB 2,731, respectively. b. Business tax In PRC, business taxes used to be imposed by the government on the revenues arising from the provision of taxable services including but not limited to education in the years before 2016. The business tax rates for the Group’s subsidiaries and consolidated variable interest entities ranged from 3% to 5%. Business tax was then replaced by the VAT from 2016 and thereafter. As of December 31, 2020 and 2021, the payable balances for business tax were RMB 17,456 and RMB 17,299, 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 Only one of the Company’s subsidiaries incorporated in Hong Kong is subject to a profit tax rate of 8.25% for the first HK$ 2,000 of assessable profits. Profits exceeding HK$ 2,000 and other subsidiaries in Hong Kong are subject to 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, 2019, 2020 and 2021 are as follows: Years ended December 31, 2019 2020 2021 RMB RMB RMB Current: PRC 6,198 3,641 (70,284) U.S. 5 2,274 237 Deferred: PRC 6,156 1,065 14,396 U.S. 558 (5,918) (3,457) Provision for income tax expenses 12,917 1,062 (59,108) Corporate entities The PRC Enterprise Income Tax (“EIT”) is calculated based on the taxable income determined under the applicable EIT Law and its implementing 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, except for certain entities that are entitled to tax holidays and exemptions. 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, 2019, 2020 and 2021. Private schools According to The Law for Promoting Private Education promulgated on November 7, 2016 effective on September 1, 2017, sponsors of private schools may choose to register their schools as either non-profit or for-profit schools but sponsors are not permitted to register for-profit schools that provide compulsory education. Non-profit private schools will be entitled to the same tax benefits as public schools, while for-profit private schools may be subject to 25% enterprise income tax rate. The Group’s private schools are registered as for-profit. The Group has recognized income tax payable for its private schools using the unified income tax rate of 25% because the obligation was considered probable. Please see Note 17(d) for the movement of uncertain tax position. The principal components of the Group’s deferred tax assets and liabilities were as follows: As of December 31, 2020 2021 RMB RMB Deferred tax asset: Accrued expense 5,241 3,132 Allowance for doubtful accounts 37,470 22,486 Tax loss carried forward 275,914 264,748 Deferred advertising expense 222 205 Impairment of long-lived tangible assets 357 357 Discount on long-term receivables from Jinghan Taihe 8,930 8,930 Total deferred tax assets 328,134 299,858 Valuation allowance (297,689) (286,169) Deferred tax assets, net of valuation allowance 30,445 13,689 Deferred tax liabilities: - Unrecognized valuation surplus and deficit - acquisition 81,125 81,125 - Unrecognized valuation surplus and deficit - decrease due to amortization and impairment (62,759) (71,305) - Unrealized profit of short-term investments 235 198 - Accelerated fixed assets depreciation 2,119 2,356 - Unrealized gain on acquisition/disposal 3,387 1,284 Total deferred tax liabilities 24,107 13,658 Deferred tax assets, net of valuation allowance and deferred tax liabilities 6,338 31 The Group has accrued deferred tax assets in RMB 15,604 for two K-12 schools by the end of the year 2016 as they were not quailed as a “not-for-profit entity” that is exempt from corporate income tax. As the five-year claw-back period expired ended as of December 31, 2021, and management believed the possibility for tax authorities’ further challenge is remote, the Group reversed deferred tax assets of RMB 15,604 recorded by the end of the year 2016, accordingly. 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 2022 30,541 2023 42,007 2024 32,407 2025 30,406 2026 and thereafter 647,009 Total 782,370 The following represents a roll-forward of the valuation allowance for each of the years: As of December 31, 2019 2020 2021 RMB RMB RMB Balance at beginning of the year 278,437 249,626 297,689 Allowance made during the year 96,336 66,346 39,579 Decrease due to disposal/deregistration of subsidiaries (65,639) (2,408) (759) Reversals (59,508) (15,875) (50,340) Balance at end of the year 249,626 297,689 286,169 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, 2019 2020 2021 % % % PRC statutory income tax rate 25 % 25 % 25 % Impact of different tax rates in other jurisdictions (8) % (1) % 40 % Tax effect of preferential tax rate for small enterprises (5) % 5 % (4) % Tax effect of non-deductible expenses (2) % 29 % (24) % Tax effect of non-taxable income 2 % 19 % 55 % Tax effect of tax-exempt entities 17 % (20) % (104) % Deferred tax effect of tax rate change (35) % 47 % (91) % Tax effect of statue expiration 0 % 0 % 160 % Changes in valuation allowance (9) % (106) % 47 % Effective tax rate (15) % (2) % 104 % The Group has accrued income tax payable in RMB 62,782 as part of the tax effect on the disposal gain of Jinghan Group based on management’s best judgement given the facts, circumstances, and information available back in the year of 2015, while it’s not required to pay it in the annual tax filling of 2015. As the five-year claw-back period expired in the year ended December 31, 2021, and management believed the possibility for tax authorities’ further examination is remote, the Group reversed such income tax payable in the year of 2021 accordingly. 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, 2019 2020 2021 RMB RMB RMB Unrecognized tax benefits, beginning of year 26,246 32,152 34,763 The amount of decreases in the unrecognized tax benefits relating to settlements with taxing authorities (242) (69) (50) Additions for tax position of current year 6,148 3,231 5,063 Decrease due to disposal of subsidiaries (Note 26) — (551) — Decrease due to deregistration of subsidiary — — (5,465) Decrease due to expiration of claw-back period — — (12,836) Unrecognized tax benefits, end of year 32,152 34,763 21,475 The amounts of unrecognized tax benefits listed above are based on the recognition and measurement criteria of ASC Topic 740, and the balance is presented as non-current liability in the consolidated financial statements since December 31, 2021 due to the fact that the Group does not anticipate payments of cash within one year. The Group recognizes interest and penalty charges related to uncertain tax positions as necessary in the provision for income taxes. The Group has a liability for accrued interest of RMB nil as of December 31, 2020 and 2021, respectively. 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. As of December 31, 2019, 2020 and 2021, there are RMB 32,152, RMB 34,763 and RMB 21,475 unrecognized tax benefits that if recognized would affect the annual effective tax rate. As the five-year claw-back period expired in the year ended December 31, 2021, and management believed the possibility for tax authorities’ further examination is remote, in 2021, the Group reversed income tax payable accrued before the end of 2016 for uncertain tax positions amounting to RMB 12,836. The Group does not expect that the position of unrecognized tax benefits will significantly increase or decrease within 12 months of December 31, 2021. 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 PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
NET INCOME PER SHARE | |
NET INCOME 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, 2019 2020 2021 RMB RMB RMB Numerator: Numerator for basic and diluted (loss) income per share (99,941) (62,712) 3,002 Denominator: Denominator for basic (loss) income per share weighted average ordinary shares outstanding 43,505,175 44,372,326 46,654,853 Denominator for diluted (loss) income per share weighted average ordinary shares outstanding 43,505,175 44,372,326 46,654,853 Basic (loss) income per share (2.30) (1.41) 0.06 Diluted (loss) income per share (2.30) (1.41) 0.06 Basic net income (loss) per share is computed using the weighted average number of the ordinary shares outstanding during the year. Diluted net income (loss) per share is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the year. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
LEASES | 19. LEASES The Group has operating leases for classrooms, dormitories, corporate offices and certain equipment; and finance lease for a teaching building used by Shenyang K-12 School. For the finance lease, all lease payments have been paid to the landlord from the commencement date of the lease. The components of lease expense were as follows: Years ended December 31, 2020 2021 RMB RMB Operating and short-term lease expense 58,723 48,131 Finance lease expense 600 600 Supplemental cash flow information related to leases was as follows: Years ended December 31, 2020 2021 RMB RMB Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 44,548 45,737 Operating cash flows from finance lease — — Supplemental balance sheet information related to leases was as follows: Years ended December 31, 2020 2021 Weighted-average Remaining Lease Term Operating leases 7.41 Years 7.08 Years Finance lease 9.67 Years 9.18 Years Weighted-average Discount Rate Operating leases 4.51 % 4.49 % The Group’s lease agreements do not have a discount rate that is readily determinable. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Group would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The weighted-average discount rate was calculated using the discount rate for the lease that was used to calculate the lease liability balance for each lease and the remaining balance of the lease payments for each lease as of December 31, 2021. The Group performed impairment test on the operating lease right-of-use assets and recognized impairment loss in RMB 513 for the year ended December 31, 2021. The weighted-average remaining lease terms were calculated using the remaining lease term and the lease liability balance for each lease as of December 31, 2021. As of December 31, 2021, maturities of lease liabilities were as follows: Amount RMB 2022 49,811 2023 40,753 2024 40,955 2025 40,837 2026 29,291 Thereafter 79,627 Total lease payments 281,274 Less: interest (33,664) Total 247,610 Less: current portion (48,923) Non-current portion 198,687 As of December 31, 2021, the Group had no material operating or finance leases that had not yet commenced. Sublease The Group subleases dormitories and offices to third parties under operating leases. Sublease income are recorded as a reduction of lease expense in the consolidated statements of operations. For the years ended December 31, 2019, 2020 and 2021, gross sublease income of the Group was RMB 3,064, RMB 1,199 and RMB 61, respectively. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Contingencies | |
CONTINGENCIES | 20. CONTINGENCIES As of December 31, 2021, the Group did not have any significant indemnification claims that were probable or reasonably possible. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 21. SEGMENT INFORMATION The Group offers a wide range of educational and career enhancement services and products focusing on improving educational opportunities for primary and advanced degree school students and employment opportunities for university graduates. The Group’s chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Group. The Group has two reportable segments: 1) K-12 schools, 2) CP&CE Programs. 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), income (loss) before income tax and non-controlling interests and total assets as follows. For the year ended December 31, 2019 K-12 CP&CE (RMB in thousands) Schools Programs Consolidated RMB RMB RMB Net Revenues 313,747 270,162 583,909 Cost of revenues (197,064) (191,830) (388,894) GROSS PROFIT 116,683 78,332 195,015 OPERATING EXPENSES Selling and marketing (1,361) (47,763) (49,124) General and administrative (44,271) (87,220) (131,491) Research and development — (245) (245) Impairment loss — (38,754) (38,754) Unallocated corporate expenses — — (73,071) Total operating expenses (45,632) (173,982) (292,685) OPERATING INCOME (LOSS) 71,051 (95,650) (97,670) OTHER INCOME Interest income 1,412 1,150 2,562 Foreign exchange gain, net — 25 25 Other (loss) income, net (82) 2,950 2,868 Gain from deregistration of subsidiaries — 562 562 Gain on sale of investment available for sale 1,043 — 1,043 Unallocated corporate other income — — 3,101 Total other income 2,373 4,687 10,161 INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 73,424 (90,963) (87,509) Segment assets 345,427 466,162 811,589 Unallocated corporate assets — — 209,210 TOTAL ASSETS 345,427 466,162 1,020,799 For the year ended December 31, 2020 K ‑ 12 CP&CE (RMB in thousands) Schools Programs Consolidated RMB RMB RMB Net Revenues 291,539 240,441 531,980 Cost of revenues (188,628) (198,862) (387,490) GROSS PROFIT 102,911 41,579 144,490 OPERATING EXPENSES Selling and marketing (1,471) (46,533) (48,004) General and administrative (44,288) (78,995) (123,283) Research and development (41) (1,245) (1,286) Impairment loss — (36,699) (36,699) Unallocated corporate expenses — — (59,768) Total operating expenses (45,800) (163,472) (269,040) OPERATING INCOME (LOSS) 57,111 (121,893) (124,550) OTHER INCOME Interest income 660 2,987 3,647 Foreign exchange gain, net — 33 33 Other (loss) income, net (105) (3,440) (3,545) Gain from derecognition of liabilities — 4,073 4,073 Loss from deregistration of subsidiaries — (22) (22) Gain on disposal of subsidiaries — 752 752 Gain on the bargain purchase — 40,273 40,273 Gain on sale of investment available for sale 2,988 — 2,988 Unallocated corporate other income — — 13,432 Total other income 3,543 44,656 61,631 INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 60,654 (77,237) (62,919) Segment assets 407,157 448,256 855,413 Unallocated corporate assets — — 194,304 TOTAL ASSETS 407,157 448,256 1,049,717 For the year ended December 31, 2021 K ‑ 12 CP&CE (RMB in thousands) Schools Programs Consolidated RMB RMB RMB Net Revenues 270,362 226,515 496,877 Cost of revenues (172,489) (167,069) (339,558) GROSS PROFIT 97,873 59,446 157,319 OPERATING EXPENSES Selling and marketing (997) (52,166) (53,163) General and administrative (35,628) (69,545) (105,173) Research and development — (7,307) (7,307) Impairment loss — (10,525) (10,525) Unallocated corporate expenses — — (74,306) Total operating expenses (36,625) (139,543) (250,474) OPERATING INCOME (LOSS) 61,248 (80,097) (93,155) OTHER INCOME Interest income 1,255 1,827 3,082 Foreign exchange loss, net — (34) (34) Other loss, net (309) (1,701) (2,010) Gain from deregistration of subsidiaries — 1,325 1,325 Gain on disposal of subsidiaries (781) 12,939 12,158 Gain on forgiven PPP loan — 9,305 9,305 Gain on sale of investment available for sale 2,089 — 2,089 Unallocated corporate other income — — 10,136 Total other income 2,254 23,661 36,051 INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 63,502 (56,436) (57,104) Segment assets 276,957 373,528 650,485 Unallocated corporate assets — — 319,677 TOTAL ASSETS 276,957 373,528 970,162 The following table summarizes the net revenues and long-lived assets for the years ended and as of December 31, 2019, 2020 and 2021 by geographic areas. Years ended December 31, 2019 2020 2021 RMB RMB RMB Net Revenues PRC 503,180 411,805 383,343 U.S. 80,729 120,175 113,534 Total 583,909 531,980 496,877 Long-lived Assets PRC 371,847 300,623 222,396 U.S. 168,146 179,560 157,066 Total 539,993 480,183 379,462 Net revenues are attributed to areas based on the location where the service is performed to the customers. Other than in PRC and the United States, the Group does not conduct business in any other individual country. Long-lived assets represent property and equipment, land use rights, intangible assets, goodwill, operating and finance lease right-of-use assets for each geographic area. |
PRC CONTRIBUTION AND PROFIT APP
PRC CONTRIBUTION AND PROFIT APPROPRIATION | 12 Months Ended |
Dec. 31, 2021 | |
PRC CONTRIBUTION AND PROFIT APPROPRIATION | |
PRC CONTRIBUTION AND PROFIT APPROPRIATION | 22. PRC CONTRIBUTION AND PROFIT APPROPRIATION Full time employees of the Group in the PRC participate in a government-mandated multiemployer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to qualified employees. PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees’ salaries. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; hence, the Group has no further commitments beyond its monthly contributions. The total contributions for such employee benefits were RMB 44,456, RMB 29,910 and RMB 34,249 for the years ended December 31, 2019, 2020 and 2021, 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 2021 Implementing Rules to The Law for Promoting Private Education, 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 10% 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, 2020 and 2021: As of December 31, 2020 2021 RMB RMB General and statutory surplus reserve 1,438 1,438 Education development reserve 2,772 2,399 Total 4,210 3,837 |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITION | |
ACQUISITION | 23. ACQUISITION Acquisition completed in 2019: (1) Ten Tutoring Centers controlled by Beijing Xinganxian In February 2019, Beijing Xinganxian entered into an agreement with Beijing Jinghan Taihe Education Technology Co., Ltd. (“Jinghan Taihe”) to operate its ten branch companies located in Beijing for ten years from March 1, 2019 to February 28, 2029. Such ten branch companies operate ten centers to provide after school tutoring services to primary and secondary students (“Jinghan Tutoring Centers”). According to the Group’s assessment, starting from April 1, 2019 (“the acquisition date”), Beijing Xinganxian had the right to determine all business activities and to receive the expected residual return, also had the obligation to absorb expected loss of ten branch companies. Therefore, Beijing Xinganxian obtained substantial controls over the ten branch companies from April 1, 2019. Beijing Xinganxian also has the sole discretion to renew the agreement for another ten years . The Group applied the acquisition method under ASC 805 Business Combinations regarding the consolidation of the ten branch companies. Pursuant to the agreement, on February 28, 2029, Jinghan Taihe shall pay to Beijing Xinganxian all of the: (i) RMB 27,871 which is the balances of deferred revenue of the ten branch companies as of the acquisition date; (ii) the rental, payroll and welfare payables related to the contracts entered into by Jinghan Taihe as of and after the acquisition date that is going to be paid by Beijing Xinganxian, the estimated amount is RMB 14,342 as of acquisition date. Purchase price of this arrangement is negative consideration, which include: the present value of item (i) and (ii) above in the amount of RMB 5,878 and RMB 3,222, respectively. The present values and interests growing along with passage of time were recorded under the other non-current assets. Refer to Note 11 (ii)-Other Non-Current Assets, Net for further information. The purchase price was allocated based on the fair values of the acquired assets and liabilities as of the acquisition date as follows: Amortization Period (in RMB years) Property and equipment 1,023 Intangible assets: Trademark 2,322 3 Workforce 1,870 2 Goodwill 20,911 Defer tax assets, net of deferred tax liabilities 6,987 Total assets 33,113 Deferred revenue (27,871) Other payables (14,342) Total (9,100) The Group used the following valuation methodologies to value assets acquired, liabilities assumed and intangible assets identified: (a) The present values of long term accounts receivable and other receivables were calculated using 17% discount rate; (b) Property and equipment were valued using the cost approach; (c) Trademark was valued using the relief from royalty method, which represents the benefits of owning the intangible asset rather than paying royalties for its use; (d) Workforce was valued using the replacement cost approach; (e) All other current assets and current liabilities carrying value approximated fair value at the time of acquisition. With the outbreak of COVID-19 from early 2020, all tutoring centers in Beijing have been closed till August 2020. The management closed four Jinghan Tutoring Centers with low profitability in the second quarter of 2020. Based on negative forecast of remaining tutoring centers, Beijing Xinganxian reached an agreement with Beijing Jinghan Taihe to terminate to operate the remaining tutoring centers by Beijing Xinganxian from August 25, 2020 and thereafter. The Group recognized full impairment loss of the goodwill in RMB 20,911 in the year of 2020. The Group is negotiating with Jinghan Taihe on settlement of the outstanding receivables and payables recognized under such arrangement as of the date of this report. Acquisition completed in 2020: (1) NewSchool On March 6, 2020, Ambow NSAD Inc. acquired 100% of the outstanding membership interests of NewSchool, a higher education institution based in San Diego, California offering Bachelor and Master of Architecture programs in Architecture, Construction Management, Product Design, Graphic Design & Interactive Media, and Interior Architecture and Design. 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 purchase price of RMB 7,510 (US$ 1,083) was cash consideration and payable to the seller on or before December 31, 2021. The assets acquired from NewSchool include a subsidy provided by the seller for four years after the acquisition for the loss of certain online business of NewSchool after the change of ownership. The fair value of subsidy receivable was discounted by future subsidy payments during the four-year period. The purchase price is less than the fair value of the net assets acquired from NewSchool. As a result, the Group recorded a gain on bargain purchase in connection with this transaction. On October 4, 2021, the Group reached an agreement with the seller to settle the subsidy receivable from the seller, current and non-current, with the consideration payable due to the seller. As of December 31, 2021, the net subsidy receivable has been fully collected. The Group used the following valuation methodologies to value assets acquired, liabilities assumed and intangible assets identified: (a) Property and equipment were valued using the cost approach; (b) Tradename was valued using the relief from royalty method, which represents the benefits of owning the intangible asset rather than paying royalties for its use; (c) Accreditation was valued using the multi-period excess earning method approach; (d) 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: Amortization Period (in RMB years) Cash and cash equivalents 23,755 Restricted cash 13,867 Accounts receivable 2,370 Prepaid and other current assets 7,310 Property and equipment 1,468 Intangible assets: Software 1,879 Tradename 3,190 Indefinite Accreditation 693 10 Operating lease right-of-use asset 83,680 Other non-current assets 11,919 Total assets 150,131 Accounts payable (44) Accrued and other liabilities (4,275) Income tax payable, current (4,887) Deferred tax liabilities (9,419) Operating lease liability (83,723) Total liabilities (102,348) Gain on bargain purchase (40,273) Total purchase price 7,510 For the purposes of presenting operating segments, NewSchool is classified in the CP&CE Programs. The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2018, 2019 and 2020, respectively, as if the acquisition of NewSchool had been completed on January 1, 2018. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what operating results would have been had the acquisition actually taken place on the date indicated and may not be indicative of future operating results. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. Years ended December 31, 2018 2019 2020 RMB RMB RMB Unaudited Unaudited Unaudited Pro forma net revenues 629,862 673,941 551,101 Pro forma net income/(loss) 44,947 (94,767) (60,143) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 24. RELATED PARTY TRANSACTIONS a. Transactions The Group entered into the following transactions with related parties: Years ended December 31, Transactions 2019 2020 2021 RMB RMB RMB Balance netting off with Shandong Shichuang Software Engineering Co., Ltd., an entity controlled by Executive Principal of Ambow Research Center (572) 572 — Borrowing from members of management team of the Company — — 1,250 Service purchased from Jinan QCY Intelligent Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company — (3,401) (2,839) Service provided to Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company 950 — — Service purchased from Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company — (785) (1,320) Service purchased from URSUS Information Technology (Beijing) Company Limited, an entity significantly influenced by a member of management team of the Company (873) — — Service purchased from Beijing HJRT Technology Co, Ltd, an entity significantly influenced by a member of management team of the Company — (264) (264) b. The Group had the following balances with related parties: Amounts due from related parties Amounts due to related parties As of December 31, As of December 31, Relationship 2020 2021 2020 2021 RMB RMB RMB RMB Shandong Shichuang Software Engineering Co., Ltd., an entity controlled by Executive Principal of Ambow Research Center — — 2,417 2,417 Members of management team of the Company — — — 1,250 Jinan QCY Intelligent Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company 774 774 — — Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company 1,961 2,040 126 126 URSUS Information Technology (Beijing) Company Limited, an entity significantly influenced by a member of management team of the Company 201 201 — — Beijing HJRT Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company 88 88 — — 3,024 3,103 2,543 3,793 |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 12 Months Ended |
Dec. 31, 2021 | |
ASSETS AND LIABILITIES HELD FOR SALE | |
ASSETS AND LIABILITIES HELD FOR SALE | 25. ASSETS AND LIABILITIES HELD FOR SALE During the year ended December 31, 2021, to comply with the 2021 Implementing Rules, the Group planned to sell the Shuyang Galaxy School (“Shuyang K-12”) and business providing compulsory education services at Hunan Changsha Tongsheng Lake Experimental School (“Changsha K-12”) and Shenyang Universe High School (“Shenyang K-12”) (collectively as “K-9 business”). The Group has found a third party buyer and signed a definitive sales agreement, which is currently under registration process which is expected to be completed within one year from December 31, 2021. The Group would act on behalf of the buyer for the K-9 business operation and management under the authorization of the buyer temporarily, till the registration process is completed. As the transaction was not closed as of December 31, 2021 and such business did not meet the definition of a “component” under US GAAP to be presented as discontinued operation, the Group recorded the assets and liabilities of K-9 business as “Held for Sale” in accordance with ASC 360. The assets and liabilities of K-9 business classified as held for sale were presented separately in the asset and liability sections, respectively, of the Consolidated Balance Sheet as of December 31, 2021. The assets of the K-9 business used to be reported under the K-12 Schools segment prior to the signing of the sales agreement on August 31, 2021, and was reported under the unallocated cooperate assets as of December 31, 2021. There is no gain or loss recognized from the transaction or held for sale reclassification during the year ended December 31, 2021, and the difference between the consideration and the carrying amount of net assets held for sale as of the closing date would be recognized as gain or loss from disposal of subsidiaries. According to agreement between the Group and the buyer, the profit and loss generated after August 31, 2021 and before the completion of this transaction belongs to the buyer, thus no gain or loss related to the K-9 business since September 2021 was recorded on the Group’s financial statements for this period. The following table sets forth the assets and liabilities classified as held for sale as of December 31, 2021. As of December 31, 2021 Assets classified as held for sale Cash and cash equivalents 57,729 Accounts receivable, net 990 Prepaid and other current assets, net 5,810 Property and equipment, net 46,252 Land use right, net 1,685 Intangible assets, net 16,455 Goodwill 3,803 Total Assets 132,724 Liabilities classified as held for sale Deferred revenue 64,832 Accounts payable 1,117 Accrued and other liabilities 12,000 Income tax payable, current 643 Deferred tax liabilities, net 4,569 Total liabilities 83,161 |
GAIN FROM DERECOGNITION OF LIAB
GAIN FROM DERECOGNITION OF LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
GAIN FROM DERECOGNITION OF LIABILITIES | |
GAIN FROM DERECOGNITION OF LIABILITIES | 26. GAIN FROM DERECOGNITION OF LIABILITIES In 2020, the Group derecognized payables aged over three years and with expired statute of limitation in RMB 3,926. The Group believes the possibilities to pay are remote and write-off those accrued expenses in 2020. |
DISPOSAL OF SUBSIDIARIES
DISPOSAL OF SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2021 | |
DISPOSAL OF SUBSIDIARIES | |
DISPOSAL OF SUBSIDIARIES | 27. DISPOSAL OF SUBSIDIARIES In the years ended December 31, 2020 and 2021, the Group sold several subsidiaries with minimal business operations to third parties. The disposals were not a strategic shift of the business and would not have a major impact on Ambow’s business, therefore the disposals did not qualify as discontinued operations. The Group recognized gain from the disposal of those subsidiaries in a collective amount of RMB 752 and RMB 12,158 in the years of 2020 and 2021, respectively. |
GAIN FROM DEREGISTRATION OF SUB
GAIN FROM DEREGISTRATION OF SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2021 | |
GAIN FROM DEREGISTRATION OF SUBSIDIARIES | |
GAIN FROM DEREGISTRATION OF SUBSIDIARIES | 28. GAIN FROM DEREGISTRATION OF SUBSIDIARIES In 2019, 2020 and 2021, the Group closed several VIE’s 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 accumulated deficit for years. As a result, the Group recognized gain from deregistration of those subsidiaries and schools in collective amounts of RMB 1,841, RMB 3,967 and RMB 1,325 in the years ended December 31, 2019, 2020 and 2021, respectively. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2021 | |
Non-Controlling Interests | |
NON-CONTROLLING INTERESTS | 29. NON-CONTROLLING INTERESTS In 2019, the Group obtained 51% ownership of ZhongAn Ambow and recognized related non-controlling interest of 49% collectively amounting to RMB 1,285. In December 2019, the Group closed Shanghai Tongguo Education Technology Co., Ltd. and derecognized a non-controlling interest of 40% collectively amounting to RMB 306. In 2020, the Group closed Beijing Zhong An Handa Technology Consulting Co., Ltd. and derecognized a non-controlling interest of 49% in RMB (19). In 2021, the Group disposed Guangzhou ZS Career Enhancement with no business operations and derecognized a non-controlling interest of 5% in RMB 3,351. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 30. 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: As of December 31, 2021 and 2020 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 Quoted Prices Value and in Active Significant Significant Carrying Markets Other Unobservable Value on for Identical Observable Inputs Balance Sheet Assets (Level 1) Inputs (Level 2) (Level 3) As of December 31, 2021 Assets: Short term investments, available for sale 15,764 — 15,764 — Fair Value Measurements at Reporting Date Using Total Fair Quoted Prices Value and in Active Significant Significant Carrying Markets Other Unobservable Value on for Identical Observable Inputs Balance Sheet Assets (Level 1) Inputs (Level 2) (Level 3) As of December 31, 2020 Assets: Short term investments, available for sale 117,854 — 117,854 — The following table presents the quantitative information about the Group’s Level 3 fair value measurements of intangible assets on a recurring basis in 2020 and 2021, which utilize significant unobservable internally-developed inputs: Valuation Range of discount Fair value techniques Unobservable inputs rates Intangible assets in 2020 177,814 Relief-from-royalty method Royalty rate 1%‑7 % Discount rate 14.8%‑16 % Terminal growth rate 3 % Intangible assets in 2021 84,547 Relief-from-royalty method Royalty rate 1%‑6 % Discount rate 13.8%‑16 % Terminal growth rate 3 % There were no transfers among the level 1 2 3 |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Concentrations | |
CONCENTRATIONS | 31. CONCENTRATIONS Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, other receivable and other non-current assets. The Group places its cash and cash equivalents and term deposits with financial institutions with high-credit ratings. 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, 2019, 2020 and 2021. No single supplier represented 10% or more of the Group’s total costs of sales for the years ended December 31, 2019, 2020 and 2021. A summary of the debtors who accounted for 10% or more of the Group’s consolidated accounts receivable, prepaid and other current assets and other non-current assets was as follows: As of December 31, 2020 2021 Debtors RMB % RMB % Accounts receivable Company A 3,145 15 % — — Prepaid and other current assets Company B 49,800 42 % 49,800 45 % Company C 35,000 30 % 35,000 32 % Other non-current assets Company D 89,929 65 % 103,009 72 % Company E 13,723 10 % 13,723 10 % 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, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 32. SUBSEQUENT EVENTS The Company has not identified any events with a material financial impact on the Group’s consolidated financial statements. |
ADDITIONAL INFORMATION - CONDEN
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Additional Information - Condensed Financial Statements | |
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS | 33. 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 517,713 and RMB 480,618 as of December 31, 2020 and 2021, respectively. The condensed financial statements of the Parent Company have been prepared using the same accounting policies as set out in the Group’s consolidated financial statements except that the Parent Company used the equity method to account for investments in its subsidiaries and VIEs. The Parent 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 Parent 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, 2020 and 2021, 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, 2020 2021 2021 RMB RMB US$ Note 3(a) ASSETS Current assets: Cash and cash equivalents 226 247 39 Amounts due from related parties 915,469 653,990 102,626 Prepaid expenses and other current assets 211 211 33 Total current assets 915,906 654,448 102,698 Non-current assets: Other non-current assets, net 544 404 63 Total non-current assets 544 404 63 Total assets 916,450 654,852 102,761 LIABILITIES Current liabilities: Investment deficit in subsidiaries and consolidated VIEs 760,922 504,760 79,208 Accrued and other liabilities 12,406 3,895 611 Total current liabilities 773,328 508,655 79,819 Non-current liabilities: Total non-current liabilities — — — Total liabilities 773,328 508,655 79,819 SHAREHOLDERS’ EQUITY Preferred shares (US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2020 and 2021) — — — Class A Ordinary shares (US$ 0.003 par value; 66,666,667 and 66,666,667 shares authorized; 41,923,276 and 41,973,276 shares issued and outstanding as of December 31, 2020 and 2021, respectively) 794 795 125 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, 2020 and 2021, respectively) 90 90 14 Additional paid-in capital 3,545,073 3,545,955 556,438 Accumulated deficit (3,414,936) (3,411,934) (535,407) Accumulated other comprehensive income 12,101 11,291 1,772 Total shareholders’ equity 143,122 146,197 22,942 Total liabilities and shareholders’ equity 916,450 654,852 102,761 AMBOW EDUCATION HOLDING LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Financial information of Parent Company Statements of Operations (All amounts in thousands, except for share and per share data) Years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Note 3(a) NET REVENUES - Educational programs and services — — — — - Intellectualized operational services — — — — Cost of revenues - Educational programs and services — — — — - Intellectualized operational services — — — — GROSS LOSS — — — — Operating expenses: Selling and marketing — — — — General and administrative (12,380) (7,841) (2,926) (459) Research and development — — — — Total operating expenses (12,380) (7,841) (2,926) (459) OPERATING LOSS (12,380) (7,841) (2,926) (459) Share of (loss) income from subsidiaries (159,282) (55,362) 5,944 932 OTHER EXPENSE Interest expense, net (267) — — — Other income (loss), net 71,988 491 (16) (3) Income tax — — — — NET (LOSS) INCOME (99,941) (62,712) 3,002 470 AMBOW EDUCATION HOLDING LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Financial Information of Parent Company Statements of Cash Flows (All amounts in thousands, except for share and per share data) Years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Note 3(a) Cash flows from operating activities 36,738 (36,005) 21 3 Cash flows from investing activities — — — — Cash flows from financing activities (41,179) 35,578 — — Effects of exchange rate changes on cash and cash equivalents — — — — Net change in cash and cash equivalents (4,441) (427) 21 3 Cash, cash equivalents and restricted cash at beginning of year 5,094 653 226 36 Cash, cash equivalents and restricted cash at end of year 653 226 247 39 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, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | a. Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All amounts in the accompanying consolidated financial statements and notes are expressed in Renminbi (“RMB”). Amounts in United States dollars (“US$”) are presented solely for the convenience of readers and use an exchange rate of RMB 6.3726, representing the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board as of December 30, 2021. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate. As mentioned in Note 1 (a) and Note 25, to comply with the 2021 Implementing Rules, the Group planned to sell its business providing compulsory education services at its three K-12 schools. The Group has found a third party buyer and signed a definitive sales agreement, which is currently under registration process and expected to be completed within one year from December 31, 2021. As the transaction was not closed as of December 31, 2021, and such business did not meet the definition of a “component” under US GAAP to be presented as a discontinued operation, the Group recorded the assets and liabilities of the K-9 business as “Held for Sale” in accordance with ASC 360. The assets and liabilities of the K-9 business were classified as held for sale were presented separately in the asset and liability sections, respectively, of the Consolidated Balance Sheet as of December 31, 2021. Refer to Note 25-Assets and Liabilities Classified as Held for Sale for further detail. |
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, fair value of assets and liabilities acquired in business combinations, 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 includes the cash frozen during ongoing arbitrations and deposit required by certain customer for contract implementation. |
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 Group’s various subsidiaries and VIEs. |
Allowance for doubtful accounts | h. Allowance for doubtful accounts The Group adopted ASC 326 Financial Instruments – Credit Losses using the modified retrospective approach through a cumulative-effect adjustment to accumulated deficit from January 1, 2020 and interim periods therein. Management used an expected credit loss model for the impairment of trading receivables as of period ends. Management believes the aging of accounts receivable is a reasonable parameter to estimate expected credit loss, and determines expected credit losses for accounts receivables using an aging schedule as of period ends. The expected credit loss rates under each aging schedule were developed on basis of the average historical loss rates from previous years, and adjusted to reflect the effects of those differences in current conditions and forecasted changes. Management measured the expected credit losses of accounts receivable on a collective basis. When an accounts receivable does not share risk characteristics with other accounts receivables, management will evaluate such accounts receivable for expected credit loss on an individual basis. Doubtful accounts balances are written off and deducted from allowance, when receivables 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 which is fifty years. |
Property and equipment | j. Property and equipment Property and equipment are 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. A gain on a bargain purchase is recognized and measured as the excess of the fair values of the acquired identifiable net assets exceeded 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. 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, and it is subsequently remeasured at fair value at each reporting date with changes in fair value reflected in earnings. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. These provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Business combinations occurred during the years ended December 31, 2019, 2020 and 2021 are disclosed in Note 23-Acquisition. |
Intangible assets | l. Intangible assets Intangible assets represent brand, software, trade name, student population, corporative agreement, customer relationship, license, trademark, workforce, non-compete agreement and accreditation. The software was initially recorded at historic acquisition costs or cost directly incurred to develop the software during the application development stage that can provide future benefits, and amortized on a straight-line basis over estimated useful lives. Other finite lived intangible assets are initially recorded at fair value when acquired in a business combination, in which the finite intangible assets are amortized on a straight-line basis except student populations and customer relationships which are amortized using an accelerated method to reflect the expected departure rate over the remaining useful life of the asset. The Group reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The intangible assets have original estimated useful lives as follows (Refer to Note 9-Intangible Assets for further information): Software 2 years to 10 years Student populations 1.8 years to 15 years Trade names Indefinite Brand Indefinite Others 1.3 The Group has determined that trade names and brand have the continued ability to generate cash flows indefinitely. There are no legal, regulatory, contractual, economic or other factors limiting the useful life of the respective trade names and brand. Consequently, the carrying amounts of trade names and brand are not amortized but are tested for impairment as of September 30 every year or more frequently if events or circumstances indicate that the assets may be impaired. Such impairment test consists of a comparison of the fair values of the trade names and brand with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trade names and brand exceed their fair values. The Group performed impairment testing of indefinite-lived intangible assets in accordance with ASC 350, which requires an entity to evaluate events and circumstances that may affect the significant inputs used to determine the fair value of the indefinite-lived intangible assets when performing qualitative assessment. When these events occur, the Group estimates the fair value of these trade names and brand with the Relief from Royalty method (“RFR”), which is one of the income approaches. RFR method is generally applied for assets that frequently licensed in exchange for royalty payments. As the owner of the asset is relieved from paying such royalties to a third party for using the asset, economic benefit is reflected by notional royalty savings. An impairment loss is recognized for any excess in the carrying value over the fair value of trade names and brand. |
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 two reportable segments including K-12 schools and CP& CE Programs. For further details, refer to Note 21-Segment Information. |
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 the year of 2020, the Group derecognized liabilities with long aging over certain years and no claim of debts have been received by the Group, and liability whose creditors have ceased to exist legally. Refer to Note 26-Gain from Derecognition of Liabilities for detail. |
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 principle, the Group applies the following steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Group has two reportable segments: 1) K-12 schools, 2) CP&CE Programs. K-12 schools mainly provide full curriculums educational services to senior high school students in China. CP&CE Programs offer tutoring services to pre-school children and senior high school students, provide vocational education services to undergraduate students in partner colleges, provide boarding and accommodation services to partner colleges or corporate customers, provide short term outward bound and in-house training services to corporate clients, and provide intellectualized operational services to corporate clients, colleges and universities. Bay State College and NewSchool in U.S. under CP&CE Programs offer career-focused post-secondary educational services to undergraduate students in U.S. For individual customers including pre-school children and senior high school 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 college and corporate customers, there are written formal contracts which recorded service fee, service period, each party’s rights and obligations and payment terms. For individual customers including pre-school children and senior high school students and undergraduate students, the Group’s performance obligations are to provide acknowledged academic education including kindergarten, grade from ten to twelve to school-aged students within academic years, extracurricular tutoring services and post-secondary education with Associates and Bachelor’s programs within agreed-upon periods respectively. For college and corporate customers, 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 individual customers including pre-school children and senior high school students and undergraduate students, transaction price of each customer is the tuition and fee received normally up front. For college and corporate customers, transaction price of each customer is the service fee defined in the contract, net of value added tax, and would be received either up front or within payment terms depending on each contract. Circumstances like other variable consideration, significant financing component, noncash consideration, consideration payable to a customer did not exist. For individual, college and corporate customers, the Group identifies one performance obligation. The transaction prices are allocated to the one performance obligation. For intellectualized operational services to corporate customers, the Group identifies 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 individual customers including pre-school children and senior high school students and undergraduate students, the Group satisfies performance obligations to students over time, and recognizes revenue according to tutoring hours or school days consumed in each month of a semester. For vocational education services, outbound and in-house training services, and boarding and accommodation services to college and corporate customers, the Group satisfies performance obligations to customers over time, and recognizes 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 intellectualized operational service to corporate clients, the Group satisfies 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. Accordingly, the Group recognizes 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 years of 2019, 2020 and 2021: K ‑ 12 CP&CE (RMB in thousands) Schools Programs Consolidated RMB RMB RMB Net Revenues in 2019 313,747 270,162 583,909 Net Revenues in 2020 291,539 240,441 531,980 Net Revenues in 2021 270,362 226,515 496,877 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, 2020 and 2021, the Group has no other contract assets except for Accounts Receivable, in RMB 20,972 and RMB 25,602, respectively. Please refer to Note 6-Accounts Receivable, Net for detail. Contract liabilities represent the Group has received consideration but has not satisfied the related performance obligations. The tuition and service fees received in advance are the Group’s contract liabilities and presented in deferred revenue in the consolidated balance sheets. The revenue recognized during the years 2020 and 2021 that was previously included in the deferred revenue balances as of December 31, 2020 and December 31, 2021 was RMB 163,699 and RMB 95,036, respectively. The following table provides the deferred revenue balances by segments as of December 31, 2020 and 2021. As of December 31, 2020 2021 RMB RMB K-12 Schools 126,564 69,634 CP&CE Programs 37,135 25,402 Total 163,699 95,036 |
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 The Group adopted ASC 842 Leases as of January 1, 2019, using the non-comparative transition option pursuant to ASU 2018-11. Therefore, the Group has not restated comparative period financial information for the effects of ASC 842, and will not make the new required lease disclosures for comparative periods beginning before January 1, 2019. The Group elected the package of practical expedients permitted under the transition guidance within the new standard, which among others things (i) allowed the Group to carry forward the historical lease classification; (ii) did not require the Group to reassess whether any expired or existing contracts are or contain leases; (iii) did not require the Group to reassess initial direct costs for any existing leases. The Group identifies lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. For all operating leases except for short-term leases, the Group recognizes operating right-of-use assets and operating lease liabilities. Leases with an initial term of 12 months or less are short-term lease and not recognized as right-of-use assets and lease liabilities on the consolidated balance sheet. The Group recognizes lease expense for short-term leases on a straight-line basis over the lease term. For finance lease, the Group recognizes finance lease right-of-use assets. The operating lease liabilities are recognized based on the present value of the lease payments not yet paid, discounted using the Group’s incremental borrowing rate over a similar term of the lease payments at lease commencement. Some of the Group’s lease agreements contain renewal options; however, the Group do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Group is reasonably certain of renewing the lease at inception or when a triggering event occurs. The right-of-use assets consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease When none of the criteria of finance lease are met, a lessee shall classify the lease as an operating lease. Finance lease The Group classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement: a. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; b. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; c. The lease term is for the major part of the remaining economic life of the underlying asset; d. The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with ASC 842 paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset; e. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term; |
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 10,664, RMB 7,474 and RMB 7,637 for the years ended December 31, 2019, 2020 and 2021, 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 and short-term borrowings. 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 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. 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, 2020 and 2021, 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 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. |
Long-lived assets to be disposed of | ee. Long-lived assets to be disposed of For a long-lived asset to be sold by the Group continues to be classified as held and used until it is sold. When a long-lived asset ceases to be used, the carrying amount of the asset is written down to its salvage value, if any. The Group classifies for a long-lived asset or disposal group to be sold as held for sale in the period in which all six criteria are met: (1) a plan to sell the asset has been committed to by management; (2) the asset can be sold in its current condition; (3) an active plan has been initiated to find a buyer; (4) it is probable that the asset will be sold and the sale will be completed within one year and will qualify as a complete sale; (5) the sales price is reasonable relative to the asset’s current fair value and the entity is actively marketing the asset; and (6) it is unlikely that the plan to sell the asset will be withdraw or changed significantly. A long-lived asset or disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell, and it is presented separately in the balance sheets. Long-lived assets reclassified as held for sale are not depreciated or amortized. |
Fair Value Measurements | ff. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recently issued accounting standards | gg. Recently issued accounting standards Recently issued ASUs by the FASB have no material impact on the Group’s consolidated results of operations or financial position. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Schedule of the Company's Major Subsidiaries and VIEs | Place of Percentage Date of incorporation of incorporation (or establishment) ownership Name or acquisition /operation % Principal activity Subsidiaries Ambow Education Management (Hong Kong) Ltd. November 9, 2009 Hong Kong 100 % Investment Holding OOOK WOFE January 18, 2008 PRC 100 % Investment Holding Ambow Shengying October 13, 2008 PRC 100 % Investment Holding Beijing BoheLe April 30, 2020 PRC 100 % Investment Holding Ambow Education Inc. July 5, 2016 United States 100 % Investment Holding Ambow BSC Inc. February 14, 2017 United States 100 % Investment Holding Bay State College Inc. November 20, 2017 United States 100 % CP&CE Programs Ambow NSAD Inc. May 8, 2019 United States 100 % Investment Holding NewSchool of Architecture and Design, LLC (“NewSchool”) March 6, 2020 United States 100 % CP&CE Programs Place of Percentage Date of incorporation of incorporation (or establishment) ownership Name or acquisition /operation % Principal activity Variable interest entities and subsidiaries of VIEs Ambow Shida July 30, 2004 PRC 100 % Investment Holding Shanghai Ambow May 16, 2006 PRC 100 % Investment Holding Ambow Sihua April 17, 2007 PRC 100 % Investment Holding Ambow Rongye Education and Technology Co., Ltd. (“Ambow Rongye”) September 8, 2015 PRC 100 % Investment Holding Ambow Zhixin Education and Technology Co., Ltd. (“Ambow Zhixin”) October 14, 2015 PRC 100 % Investment Holding IValley March 13, 2017 Taiwan 100 % Investment Holding Beijing Le’An January 17, 2020 PRC 100 % Operational Services to K-12 Schools Beijing JFR July 5, 2021 PRC 100 % Investment Holding Jinan LYZX July 2, 2021 PRC 100 % Investment Holding Jinan WXBL June 25, 2021 PRC 100 % Operational Services to K-12 Schools Beijing OOOK July 23, 2021 PRC 100 % CP&CE Programs Beijing Genesis Education Group (“Genesis Career Enhancement”) May 1, 2011 PRC 100 % CP&CE Programs Beijing Ambow Dacheng Education and Technology Co., Ltd. December 2, 2013 PRC 100 % CP&CE Programs GTE (Shanghai) Education Training Co., Ltd. (“GTE Shanghai”) April 27, 2016 PRC 100 % CP&CE Programs GTE (Beijing) Education Training School Co., Ltd. (“GTE Beijing”) February 12, 2020 PRC 100 % CP&CE Programs IValley Beijing September 15, 2017 PRC 100 % CP&CE Programs Beijing Century Zhisheng Education Technology Co., Ltd July 26, 2007 PRC 100 % CP&CE Programs Changsha Jingcai Education Technology Co., Ltd. February 1, 2019 PRC 100 % Investment Holding Beijing Zhong’an Ambow Culture Technology Co., Ltd. (“ZhongAn Ambow”) May 1, 2019 PRC 51 % CP&CE Programs Place of Percentage Date of incorporation of incorporation (or establishment) ownership Name or acquisition /operation % Principal activity Schools of VIEs Changsha K-12 June 18, 1999 PRC 100 % K10-12 School Shenyang K-12 December 8, 2003 PRC 100 % K10-12 School Changsha YH Jingcai Xiuye Tutoring School Co., Ltd. July 24, 2019 PRC 100 % CP&CE Programs Changsha FR Xiuye Tutoring School Co., Ltd. February 1, 2019 PRC 100 % CP&CE Programs Lanzhou Anning Ambow English Training School May 16, 2011 PRC 100 % CP&CE Programs Beijing Haidian Ambow Xinganxian Training School (“Beijing Xinganxian”) March 28, 2005 PRC 100 % CP&CE Programs Beijing Huairou Xinganxian Training School March 10, 2011 PRC 100 % CP&CE Programs Shandong Shichuang Software Training School September 22, 2009 PRC 100 % CP&CE Programs |
Schedule of Consolidated Financial Information of the Group's VIEs were Included in the Accompanying Consolidated Financial Statements of the Group | As of December 31, 2020 2021 RMB RMB Total assets 653,657 624,715 Total liabilities 665,373 616,717 Years ended December 31, 2019 2020 2021 RMB RMB RMB Net revenues 503,180 411,805 385,366 Net (loss) income (48,461) (44,603) 64,544 |
Schedule of the Group's cash and cash equivalents in RMB held by the Group's VIEs and non-VIE in PRC | As of December 31, 2020 2021 RMB RMB VIEs in PRC 60,044 124,174 Non-VIEs in PRC 4,207 762 Total 64,251 124,936 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Estimated Useful Lives for Calculation of Depreciation | Buildings 20-40 years Motor vehicles 5 years Office and computer equipment 3-10 years Leasehold improvements Shorter of the remaining lease terms or estimated useful lives |
Schedule of Original Useful Lives of Intangible Assets | Software 2 years to 10 years Student populations 1.8 years to 15 years Trade names Indefinite Brand Indefinite Others 1.3 |
Schedule of Disaggregation of Revenue | K ‑ 12 CP&CE (RMB in thousands) Schools Programs Consolidated RMB RMB RMB Net Revenues in 2019 313,747 270,162 583,909 Net Revenues in 2020 291,539 240,441 531,980 Net Revenues in 2021 270,362 226,515 496,877 |
Schedule of Disaggregation of Deferred Revenue | As of December 31, 2020 2021 RMB RMB K-12 Schools 126,564 69,634 CP&CE Programs 37,135 25,402 Total 163,699 95,036 |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Years ended December 31, 2019 2020 2021 RMB RMB RMB Cash and cash equivalents 157,600 118,821 157,399 Restricted cash — 824 1,823 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows 157,600 119,645 159,222 |
SHORT TERM INVESTMENTS (Tables)
SHORT TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SHORT TERM INVESTMENTS | |
Schedule of amortized cost, gross unrealized gain in accumulated other comprehensive income, and estimated fair value of investments | As of December 31, 2020 Gross unrealized gain in accumulated other Estimated Amortized Cost comprehensive income Fair value RMB RMB RMB Short-term investments: Held-to-maturity investments Fixed-rate financial products 45,000 — 45,000 Available-for-sale investments Adjustable-rate financial products 117,000 854 117,854 As of December 31, 2021 Gross unrealized gain in accumulated other Estimated Amortized Cost comprehensive income Fair value RMB RMB RMB Short-term investments: Held-to-maturity investments Fixed-rate financial products 2,000 — 2,000 Available-for-sale investments Adjustable-rate financial products 15,000 764 15,764 |
Schedule of interest income recognized on held-to-maturity investments | Years Ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Interest income recognized on held-to-maturity investments 1,904 548 1,239 163 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE, NET | |
Schedule of Accounts Receivable, Net | As of December 31, 2020 2021 RMB RMB Accounts receivable 27,219 37,008 Less: Allowance for doubtful accounts (6,247) (11,406) Accounts receivable, net 20,972 25,602 Allowance for doubtful accounts: As of December 31, 2020 2021 RMB RMB Balance at beginning of year (2,993) (6,247) Addition (7,857) (6,930) Written off 4,603 1,771 Balance at end of year (6,247) (11,406) |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PREPAID AND OTHER CURRENT ASSETS, NET | |
Schedule of Prepaid and Other Current Assets, Net | As of December 31, 2020 2021 RMB RMB Amount due from Xihua Group (Note i) 49,800 49,800 Receivable from Zhenjiang operating rights (Note ii) 35,000 35,000 Prepaid input value-added tax 4,069 3,651 Staff advances 3,723 2,496 Rental deposits 2,826 1,289 Prepayments to suppliers 9,209 5,799 Subsidy receivable (Note iii) 4,567 — Loans to third parties (Note iv) — 4,188 Others (Note v) 8,510 7,737 Total before allowance for doubtful accounts 117,704 109,960 Less: allowance for doubtful accounts (70) (70) Total 117,634 109,890 |
Schedule of Allowance for Doubtful Accounts | As of December 31, 2020 2021 RMB RMB Balance at beginning of year (4,339) (70) Addition (Note vi) (1,046) (869) Written off (Note vi) 5,315 869 Balance at end of year (70) (70) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of Property and Equipment | As of December 31, 2020 2021 RMB RMB Buildings 128,659 76,790 Motor vehicles 4,147 3,333 Office and computer equipment 59,372 47,691 Leasehold improvements 89,667 68,209 Sub-total 281,845 196,023 Less: accumulated depreciation (137,353) (94,108) Total 144,492 101,915 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS, NET | |
Summary of Intangible assets | As of December 31, 2020 2021 RMB RMB Gross carrying amount Trade names 47,068 22,635 Brand 4,534 4,534 Student populations 39,817 39,817 Software 31,371 28,953 Others 12,206 12,506 134,996 108,445 Less: accumulated amortization Trade names — — Brand — — Student populations (39,711) (39,817) Software (29,206) (26,943) Others (11,271) (11,699) (80,188) (78,459) Intangible assets, net Trade names 47,068 22,635 Brand 4,534 4,534 Student populations 106 — Software 2,165 2,010 Others 935 807 54,808 29,986 |
Schedule of estimated amortization expenses of intangible assets for future annual periods | Amount RMB 2022 517 2023 683 2024 633 2025 337 2026 318 Thereafter 329 Total 2,817 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL. | |
Schedule of changes in the carrying amount of goodwill by segment | K ‑ 12 CP&CE Schools Programs Consolidated RMB RMB RMB Balance as of December 31, 2019 25,710 34,643 60,353 Goodwill recognized during the year — 960 960 Goodwill disposed during the year — (290) (290) Goodwill impairment — (35,313) (35,313) Balance as of December 31, 2020 25,710 — 25,710 Goodwill reclassified to assets held for sale (Note 25) (3,803) — (3,803) Balance as of December 31, 2021 21,907 — 21,907 |
OTHER NON-CURRENT ASSETS, NET (
OTHER NON-CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OTHER NON-CURRENT ASSETS, NET | |
Schedule of Other Non-current Assets | As of December 31, 2020 2021 RMB RMB Prepaid long-term deposit and loans to lock-up an equity interest investment (Note i) 89,929 103,009 Long-term receivables from Jinghan Taihe (Note ii & Note 23) 13,723 13,723 Long-term restricted cash (Note iii) 19,373 18,950 Long-term lease deposits 3,603 3,087 Long-term subsidy receivable (Note 7(iii) & Note 23) 6,577 — Others 5,862 3,595 Total 139,067 142,364 |
SHORT-TERM BORROWINGS (Tables)
SHORT-TERM BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SHORT-TERM BORROWINGS | |
Schedule of short-term borrowing from bank | Amount Annual Repayment Date Borrower Lender (RMB) Interest Rate Due Date December 10, 2021 Ambow Shida Huaxia Bank 10,000 4.35 % December 10, 2022 |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED AND OTHER LIABILITIES | |
Schedule of accrued and other liabilities | As of December 31, 2020 2021 RMB RMB Business tax, VAT and others 31,719 28,789 Payable balance with indemnity by Xihua Group (Note 7(i)) 49,800 49,800 Payable to Zhenjiang Foreign Language School (Note 7(ii)) 36,770 36,770 Accrued payroll and welfare 27,982 19,660 Payable to Jinghan Taihe (Note i & Note 23) 25,441 25,441 Payable for purchase of equipment and services 9,995 7,872 Receipt in advance 4,535 3,556 Amounts due to students 9,198 13,632 Lawsuit penalty payable 2,731 — Payable to K-9 buyer (Note ii) — 21,301 Loan from third party — 5,738 Consideration payable (Note iii) 7,067 — Others 4,352 3,840 Total 209,590 216,399 |
LONG-TERM BORROWING (Tables)
LONG-TERM BORROWING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM BORROWING | |
Schedule of loan agreement of long-term borrowing from bank | Amount Original Amount Annual Repayment Date Borrower Lender (RMB) (US$) Interest Rate Due Date May 1, 2020 Bay State College Small Business Administration (“SBA”) 9,594 1,470 1.00 % May 2, 2022 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation | |
Schedule of restricted stock awards activities | Year ended December 31, 2020 Weighted Average Grant-date fair Remaining Shares value Contractual Term RMB Unvested at beginning of year 171,409 19.16 2.55 Granted — — — Vested (50,001) 17.62 — Forfeited or expired — — — Unvested at end of year 121,408 18.10 1.57 Shares vested but not issued at end of year 19,935 20.42 — Year ended December 31, 2021 Weighted Average Grant-date fair Remaining Shares value Contractual Term RMB Unvested at beginning of year 121,408 18.10 1.57 Granted — — — Vested (50,000) 17.21 — Forfeited or expired — — — Unvested at end of year 71,408 18.03 0.62 Shares vested but not issued at end of year 19,935 19.94 — |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
TAXATION | |
Schedule of Significant Components of Provision for Income Taxes on Earnings | Years ended December 31, 2019 2020 2021 RMB RMB RMB Current: PRC 6,198 3,641 (70,284) U.S. 5 2,274 237 Deferred: PRC 6,156 1,065 14,396 U.S. 558 (5,918) (3,457) Provision for income tax expenses 12,917 1,062 (59,108) |
Schedule of Principal Components of the Group's Deferred Tax Assets and Liabilities | As of December 31, 2020 2021 RMB RMB Deferred tax asset: Accrued expense 5,241 3,132 Allowance for doubtful accounts 37,470 22,486 Tax loss carried forward 275,914 264,748 Deferred advertising expense 222 205 Impairment of long-lived tangible assets 357 357 Discount on long-term receivables from Jinghan Taihe 8,930 8,930 Total deferred tax assets 328,134 299,858 Valuation allowance (297,689) (286,169) Deferred tax assets, net of valuation allowance 30,445 13,689 Deferred tax liabilities: - Unrecognized valuation surplus and deficit - acquisition 81,125 81,125 - Unrecognized valuation surplus and deficit - decrease due to amortization and impairment (62,759) (71,305) - Unrealized profit of short-term investments 235 198 - Accelerated fixed assets depreciation 2,119 2,356 - Unrealized gain on acquisition/disposal 3,387 1,284 Total deferred tax liabilities 24,107 13,658 Deferred tax assets, net of valuation allowance and deferred tax liabilities 6,338 31 |
Summary of amounts and expiration dates of operating loss carryforward | Amount RMB 2022 30,541 2023 42,007 2024 32,407 2025 30,406 2026 and thereafter 647,009 Total 782,370 |
Schedule of Roll-forward of Valuation Allowance | As of December 31, 2019 2020 2021 RMB RMB RMB Balance at beginning of the year 278,437 249,626 297,689 Allowance made during the year 96,336 66,346 39,579 Decrease due to disposal/deregistration of subsidiaries (65,639) (2,408) (759) Reversals (59,508) (15,875) (50,340) Balance at end of the year 249,626 297,689 286,169 |
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 | Years ended December 31, 2019 2020 2021 % % % PRC statutory income tax rate 25 % 25 % 25 % Impact of different tax rates in other jurisdictions (8) % (1) % 40 % Tax effect of preferential tax rate for small enterprises (5) % 5 % (4) % Tax effect of non-deductible expenses (2) % 29 % (24) % Tax effect of non-taxable income 2 % 19 % 55 % Tax effect of tax-exempt entities 17 % (20) % (104) % Deferred tax effect of tax rate change (35) % 47 % (91) % Tax effect of statue expiration 0 % 0 % 160 % Changes in valuation allowance (9) % (106) % 47 % Effective tax rate (15) % (2) % 104 % |
Schedule of Reconciliation of Beginning and Ending Amount of Liabilities Associated with Uncertain Tax Positions | As of December 31, 2019 2020 2021 RMB RMB RMB Unrecognized tax benefits, beginning of year 26,246 32,152 34,763 The amount of decreases in the unrecognized tax benefits relating to settlements with taxing authorities (242) (69) (50) Additions for tax position of current year 6,148 3,231 5,063 Decrease due to disposal of subsidiaries (Note 26) — (551) — Decrease due to deregistration of subsidiary — — (5,465) Decrease due to expiration of claw-back period — — (12,836) Unrecognized tax benefits, end of year 32,152 34,763 21,475 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NET INCOME PER SHARE | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | Years ended December 31, 2019 2020 2021 RMB RMB RMB Numerator: Numerator for basic and diluted (loss) income per share (99,941) (62,712) 3,002 Denominator: Denominator for basic (loss) income per share weighted average ordinary shares outstanding 43,505,175 44,372,326 46,654,853 Denominator for diluted (loss) income per share weighted average ordinary shares outstanding 43,505,175 44,372,326 46,654,853 Basic (loss) income per share (2.30) (1.41) 0.06 Diluted (loss) income per share (2.30) (1.41) 0.06 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
Schedule Of Components of Lease Expense | Years ended December 31, 2020 2021 RMB RMB Operating and short-term lease expense 58,723 48,131 Finance lease expense 600 600 |
Schedule Of Supplemental Cash Flow Information | Years ended December 31, 2020 2021 RMB RMB Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 44,548 45,737 Operating cash flows from finance lease — — |
Schedule Of Lease Terms And Discount Rates | Years ended December 31, 2020 2021 Weighted-average Remaining Lease Term Operating leases 7.41 Years 7.08 Years Finance lease 9.67 Years 9.18 Years Weighted-average Discount Rate Operating leases 4.51 % 4.49 % |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | Amount RMB 2022 49,811 2023 40,753 2024 40,955 2025 40,837 2026 29,291 Thereafter 79,627 Total lease payments 281,274 Less: interest (33,664) Total 247,610 Less: current portion (48,923) Non-current portion 198,687 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SEGMENT INFORMATION | |
Schedule of Revenues, Cost of Revenues, Gross Profit, Operating Expenses, Other Income (Expense), (Loss) Income Before Income Tax and Non-controlling Interests and Total Assets | For the year ended December 31, 2019 K-12 CP&CE (RMB in thousands) Schools Programs Consolidated RMB RMB RMB Net Revenues 313,747 270,162 583,909 Cost of revenues (197,064) (191,830) (388,894) GROSS PROFIT 116,683 78,332 195,015 OPERATING EXPENSES Selling and marketing (1,361) (47,763) (49,124) General and administrative (44,271) (87,220) (131,491) Research and development — (245) (245) Impairment loss — (38,754) (38,754) Unallocated corporate expenses — — (73,071) Total operating expenses (45,632) (173,982) (292,685) OPERATING INCOME (LOSS) 71,051 (95,650) (97,670) OTHER INCOME Interest income 1,412 1,150 2,562 Foreign exchange gain, net — 25 25 Other (loss) income, net (82) 2,950 2,868 Gain from deregistration of subsidiaries — 562 562 Gain on sale of investment available for sale 1,043 — 1,043 Unallocated corporate other income — — 3,101 Total other income 2,373 4,687 10,161 INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 73,424 (90,963) (87,509) Segment assets 345,427 466,162 811,589 Unallocated corporate assets — — 209,210 TOTAL ASSETS 345,427 466,162 1,020,799 For the year ended December 31, 2020 K ‑ 12 CP&CE (RMB in thousands) Schools Programs Consolidated RMB RMB RMB Net Revenues 291,539 240,441 531,980 Cost of revenues (188,628) (198,862) (387,490) GROSS PROFIT 102,911 41,579 144,490 OPERATING EXPENSES Selling and marketing (1,471) (46,533) (48,004) General and administrative (44,288) (78,995) (123,283) Research and development (41) (1,245) (1,286) Impairment loss — (36,699) (36,699) Unallocated corporate expenses — — (59,768) Total operating expenses (45,800) (163,472) (269,040) OPERATING INCOME (LOSS) 57,111 (121,893) (124,550) OTHER INCOME Interest income 660 2,987 3,647 Foreign exchange gain, net — 33 33 Other (loss) income, net (105) (3,440) (3,545) Gain from derecognition of liabilities — 4,073 4,073 Loss from deregistration of subsidiaries — (22) (22) Gain on disposal of subsidiaries — 752 752 Gain on the bargain purchase — 40,273 40,273 Gain on sale of investment available for sale 2,988 — 2,988 Unallocated corporate other income — — 13,432 Total other income 3,543 44,656 61,631 INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 60,654 (77,237) (62,919) Segment assets 407,157 448,256 855,413 Unallocated corporate assets — — 194,304 TOTAL ASSETS 407,157 448,256 1,049,717 For the year ended December 31, 2021 K ‑ 12 CP&CE (RMB in thousands) Schools Programs Consolidated RMB RMB RMB Net Revenues 270,362 226,515 496,877 Cost of revenues (172,489) (167,069) (339,558) GROSS PROFIT 97,873 59,446 157,319 OPERATING EXPENSES Selling and marketing (997) (52,166) (53,163) General and administrative (35,628) (69,545) (105,173) Research and development — (7,307) (7,307) Impairment loss — (10,525) (10,525) Unallocated corporate expenses — — (74,306) Total operating expenses (36,625) (139,543) (250,474) OPERATING INCOME (LOSS) 61,248 (80,097) (93,155) OTHER INCOME Interest income 1,255 1,827 3,082 Foreign exchange loss, net — (34) (34) Other loss, net (309) (1,701) (2,010) Gain from deregistration of subsidiaries — 1,325 1,325 Gain on disposal of subsidiaries (781) 12,939 12,158 Gain on forgiven PPP loan — 9,305 9,305 Gain on sale of investment available for sale 2,089 — 2,089 Unallocated corporate other income — — 10,136 Total other income 2,254 23,661 36,051 INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS 63,502 (56,436) (57,104) Segment assets 276,957 373,528 650,485 Unallocated corporate assets — — 319,677 TOTAL ASSETS 276,957 373,528 970,162 |
Schedule of net revenues long lived assets geographical areas | Years ended December 31, 2019 2020 2021 RMB RMB RMB Net Revenues PRC 503,180 411,805 383,343 U.S. 80,729 120,175 113,534 Total 583,909 531,980 496,877 Long-lived Assets PRC 371,847 300,623 222,396 U.S. 168,146 179,560 157,066 Total 539,993 480,183 379,462 |
PRC CONTRIBUTION AND PROFIT A_2
PRC CONTRIBUTION AND PROFIT APPROPRIATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PRC CONTRIBUTION AND PROFIT APPROPRIATION | |
Schedule of Appropriations to General Reserve Fund, Statutory Surplus Reserve and Education Development Reserve | As of December 31, 2020 2021 RMB RMB General and statutory surplus reserve 1,438 1,438 Education development reserve 2,772 2,399 Total 4,210 3,837 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Adjustments Information | Years ended December 31, 2018 2019 2020 RMB RMB RMB Unaudited Unaudited Unaudited Pro forma net revenues 629,862 673,941 551,101 Pro forma net income/(loss) 44,947 (94,767) (60,143) |
Ten Tutoring Centers controlled by Beijing Xinganxian | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation Based on Fair Values of Acquired Assets and Liabilities | Amortization Period (in RMB years) Property and equipment 1,023 Intangible assets: Trademark 2,322 3 Workforce 1,870 2 Goodwill 20,911 Defer tax assets, net of deferred tax liabilities 6,987 Total assets 33,113 Deferred revenue (27,871) Other payables (14,342) Total (9,100) |
NewSchool. | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation Based on Fair Values of Acquired Assets and Liabilities | Amortization Period (in RMB years) Cash and cash equivalents 23,755 Restricted cash 13,867 Accounts receivable 2,370 Prepaid and other current assets 7,310 Property and equipment 1,468 Intangible assets: Software 1,879 Tradename 3,190 Indefinite Accreditation 693 10 Operating lease right-of-use asset 83,680 Other non-current assets 11,919 Total assets 150,131 Accounts payable (44) Accrued and other liabilities (4,275) Income tax payable, current (4,887) Deferred tax liabilities (9,419) Operating lease liability (83,723) Total liabilities (102,348) Gain on bargain purchase (40,273) Total purchase price 7,510 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
Schedule of Transactions with Related Parties | Years ended December 31, Transactions 2019 2020 2021 RMB RMB RMB Balance netting off with Shandong Shichuang Software Engineering Co., Ltd., an entity controlled by Executive Principal of Ambow Research Center (572) 572 — Borrowing from members of management team of the Company — — 1,250 Service purchased from Jinan QCY Intelligent Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company — (3,401) (2,839) Service provided to Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company 950 — — Service purchased from Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company — (785) (1,320) Service purchased from URSUS Information Technology (Beijing) Company Limited, an entity significantly influenced by a member of management team of the Company (873) — — Service purchased from Beijing HJRT Technology Co, Ltd, an entity significantly influenced by a member of management team of the Company — (264) (264) |
Schedule of Balances with Related Parties | Amounts due from related parties Amounts due to related parties As of December 31, As of December 31, Relationship 2020 2021 2020 2021 RMB RMB RMB RMB Shandong Shichuang Software Engineering Co., Ltd., an entity controlled by Executive Principal of Ambow Research Center — — 2,417 2,417 Members of management team of the Company — — — 1,250 Jinan QCY Intelligent Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company 774 774 — — Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company 1,961 2,040 126 126 URSUS Information Technology (Beijing) Company Limited, an entity significantly influenced by a member of management team of the Company 201 201 — — Beijing HJRT Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company 88 88 — — 3,024 3,103 2,543 3,793 |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ASSETS AND LIABILITIES HELD FOR SALE | |
Schedule of assets and liabilities classified as held for sale | As of December 31, 2021 Assets classified as held for sale Cash and cash equivalents 57,729 Accounts receivable, net 990 Prepaid and other current assets, net 5,810 Property and equipment, net 46,252 Land use right, net 1,685 Intangible assets, net 16,455 Goodwill 3,803 Total Assets 132,724 Liabilities classified as held for sale Deferred revenue 64,832 Accounts payable 1,117 Accrued and other liabilities 12,000 Income tax payable, current 643 Deferred tax liabilities, net 4,569 Total liabilities 83,161 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Information about Inputs Into the Fair Value Measurements of the Assets and Liabilities that the Group Makes on a Recurring Basis | Fair Value Measurements at Reporting Date Using Total Fair Quoted Prices Value and in Active Significant Significant Carrying Markets Other Unobservable Value on for Identical Observable Inputs Balance Sheet Assets (Level 1) Inputs (Level 2) (Level 3) As of December 31, 2021 Assets: Short term investments, available for sale 15,764 — 15,764 — Fair Value Measurements at Reporting Date Using Total Fair Quoted Prices Value and in Active Significant Significant Carrying Markets Other Unobservable Value on for Identical Observable Inputs Balance Sheet Assets (Level 1) Inputs (Level 2) (Level 3) As of December 31, 2020 Assets: Short term investments, available for sale 117,854 — 117,854 — |
Schedule of Quantitative Information about Level 3 Fair Value Measurements of Intangible Assets | Valuation Range of discount Fair value techniques Unobservable inputs rates Intangible assets in 2020 177,814 Relief-from-royalty method Royalty rate 1%‑7 % Discount rate 14.8%‑16 % Terminal growth rate 3 % Intangible assets in 2021 84,547 Relief-from-royalty method Royalty rate 1%‑6 % Discount rate 13.8%‑16 % Terminal growth rate 3 % |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Concentrations | |
Summary of the Debtors who Accounted for 10% or More of the Group's Consolidated Accounts Receivable , Prepaid and Other Current Assets, Other Non-current Assets | As of December 31, 2020 2021 Debtors RMB % RMB % Accounts receivable Company A 3,145 15 % — — Prepaid and other current assets Company B 49,800 42 % 49,800 45 % Company C 35,000 30 % 35,000 32 % Other non-current assets Company D 89,929 65 % 103,009 72 % Company E 13,723 10 % 13,723 10 % |
ADDITIONAL INFORMATION - COND_2
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Additional Information - Condensed Financial Statements | |
Schedule of Information of Condensed Balance Sheets | As of December 31, 2020 2021 2021 RMB RMB US$ Note 3(a) ASSETS Current assets: Cash and cash equivalents 226 247 39 Amounts due from related parties 915,469 653,990 102,626 Prepaid expenses and other current assets 211 211 33 Total current assets 915,906 654,448 102,698 Non-current assets: Other non-current assets, net 544 404 63 Total non-current assets 544 404 63 Total assets 916,450 654,852 102,761 LIABILITIES Current liabilities: Investment deficit in subsidiaries and consolidated VIEs 760,922 504,760 79,208 Accrued and other liabilities 12,406 3,895 611 Total current liabilities 773,328 508,655 79,819 Non-current liabilities: Total non-current liabilities — — — Total liabilities 773,328 508,655 79,819 SHAREHOLDERS’ EQUITY Preferred shares (US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2020 and 2021) — — — Class A Ordinary shares (US$ 0.003 par value; 66,666,667 and 66,666,667 shares authorized; 41,923,276 and 41,973,276 shares issued and outstanding as of December 31, 2020 and 2021, respectively) 794 795 125 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, 2020 and 2021, respectively) 90 90 14 Additional paid-in capital 3,545,073 3,545,955 556,438 Accumulated deficit (3,414,936) (3,411,934) (535,407) Accumulated other comprehensive income 12,101 11,291 1,772 Total shareholders’ equity 143,122 146,197 22,942 Total liabilities and shareholders’ equity 916,450 654,852 102,761 |
Schedule of Information of Condensed Statement of Operations | Years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Note 3(a) NET REVENUES - Educational programs and services — — — — - Intellectualized operational services — — — — Cost of revenues - Educational programs and services — — — — - Intellectualized operational services — — — — GROSS LOSS — — — — Operating expenses: Selling and marketing — — — — General and administrative (12,380) (7,841) (2,926) (459) Research and development — — — — Total operating expenses (12,380) (7,841) (2,926) (459) OPERATING LOSS (12,380) (7,841) (2,926) (459) Share of (loss) income from subsidiaries (159,282) (55,362) 5,944 932 OTHER EXPENSE Interest expense, net (267) — — — Other income (loss), net 71,988 491 (16) (3) Income tax — — — — NET (LOSS) INCOME (99,941) (62,712) 3,002 470 |
Schedule of Information of Condensed Statement of Cash Flows | Years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Note 3(a) Cash flows from operating activities 36,738 (36,005) 21 3 Cash flows from investing activities — — — — Cash flows from financing activities (41,179) 35,578 — — Effects of exchange rate changes on cash and cash equivalents — — — — Net change in cash and cash equivalents (4,441) (427) 21 3 Cash, cash equivalents and restricted cash at beginning of year 5,094 653 226 36 Cash, cash equivalents and restricted cash at end of year 653 226 247 39 Supplemental disclosure of cash flow information Supplemental disclosure of non-cash investing and financing activities |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details) | Oct. 05, 2020$ / sharesshares | Jun. 30, 2018$ / sharesshares | Dec. 31, 2021 | Jul. 20, 2021shareholder | Jul. 05, 2021shareholder | Aug. 31, 2017 |
Issue price (per share) | $ / shares | $ 3.98 | |||||
American Depository Shares | ||||||
Shares issued (in shares) | 1,507,538 | |||||
American Depository Shares | Registered Direct Offering | ||||||
Shares issued (in shares) | 1,507,538 | |||||
Issue price (per share) | $ / shares | $ 3.98 | |||||
Class A Shares per ADS (in shares) | 2 | |||||
American Depository Shares | Public Offering | ||||||
Shares issued (in shares) | 2,070,000 | |||||
Issue price (per share) | $ / shares | $ 4.25 | |||||
Ambow Online | ||||||
Percentage of equity interest disposed | 100.00% | |||||
Beijing Le'An | ||||||
Number of individual shareholders transferred their interest | shareholder | 2 | |||||
Beijing BoheLe | Beijing JFR And Jinan LYZX | ||||||
Number of individual shareholders entered into agreement | shareholder | 2 | |||||
Jinan WXBRL | Beijing JFR And Jinan LYZX | ||||||
Ownership interest (as a percent) | 100.00% | |||||
Two New Individual Shareholders | Beijing Le'An | ||||||
Percentage of equity interest transferred | 100 | |||||
Subsidiaries | OOOK WOFE | ||||||
Ownership interest acquired (as a percent) | 100.00% | |||||
Percentage of ownership | 100.00% | |||||
Subsidiaries | Ambow Education Inc. | ||||||
Ownership interest acquired (as a percent) | 100.00% | |||||
Percentage of ownership | 100.00% | |||||
Subsidiaries | Beijing BoheLe | ||||||
Ownership interest acquired (as a percent) | 100.00% | |||||
Percentage of ownership | 100.00% |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES - Major subsidiaries and VIEs (Details) | Dec. 31, 2021 |
Subsidiaries | Ambow Education Management (Hong Kong) Ltd. | |
Percentage of ownership | 100.00% |
Subsidiaries | OOOK WOFE | |
Percentage of ownership | 100.00% |
Subsidiaries | Ambow Shengying | |
Percentage of ownership | 100.00% |
Subsidiaries | Beijing BoheLe | |
Percentage of ownership | 100.00% |
Subsidiaries | Ambow Education Inc. | |
Percentage of ownership | 100.00% |
Subsidiaries | Ambow BSC Inc | |
Percentage of ownership | 100.00% |
Subsidiaries | Bay State College Inc | |
Percentage of ownership | 100.00% |
Subsidiaries | Ambow NSAD Inc | |
Percentage of ownership | 100.00% |
Subsidiaries | NewSchool of Architecture and Design, LLC ("NewSchool") | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Ambow Shida | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Shanghai Ambow | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Ambow Sihua | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Ambow Rongye Education and Technology Co., Ltd. ("Ambow Rongye") | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Ambow Zhixin Education and Technology Co., Ltd. ("Ambow Zhixin") | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | IValley | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Beijing Le'An | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Beijing JFR | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Jinan LYZX | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Jinan WXBL | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Beijing OOOK | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Beijing Genesis Education Group ("Genesis Career Enhancement") | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Beijing Ambow Dacheng Education and Technology Co., Ltd. | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | GTE (Shanghai) Education Training Co., Ltd. ("GTE Shanghai") | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | GTE (Beijing) Education Training School Co., Ltd. ("GTE Beijing") | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | IValley Beijing | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Beijing Century Zhisheng Education Technology Co., Ltd | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Changsha Jingcai Education Technology Co., Ltd. | |
Percentage of ownership | 100.00% |
Consolidated variable interest entity without recourse | Beijing Zhong'an Ambow Culture Technology Co., Ltd. ("ZhongAn Ambow") | |
Percentage of ownership | 51.00% |
Schools of VIEs | Changsha K-12 | |
Percentage of ownership | 100.00% |
Schools of VIEs | Shenyang K-12 | |
Percentage of ownership | 100.00% |
Schools of VIEs | Changsha YH Jingcai Xiuye Tutoring School Co., Ltd. | |
Percentage of ownership | 100.00% |
Schools of VIEs | Changsha FR Xiuye Tutoring School Co., Ltd. | |
Percentage of ownership | 100.00% |
Schools of VIEs | Lanzhou Anning Ambow English Training School | |
Percentage of ownership | 100.00% |
Schools of VIEs | Beijing Haidian Ambow Xinganxian Training School ("Beijing Xinganxian") | |
Percentage of ownership | 100.00% |
Schools of VIEs | Beijing Huairou Xinganxian Training School | |
Percentage of ownership | 100.00% |
Schools of VIEs | Shandong Shichuang Software Training School | |
Percentage of ownership | 100.00% |
ORGANIZATION AND PRINCIPAL AC_5
ORGANIZATION AND PRINCIPAL ACTIVITIES - Financial Information of VIE's (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | |
Financial information of VIEs and subsidiaries/schools | |||||
Total assets | ¥ 970,162 | ¥ 1,049,717 | $ 152,240 | ||
Total liabilities | 823,480 | 908,563 | $ 129,222 | ||
Net Revenues | 496,877 | $ 77,971 | 531,980 | ¥ 583,909 | |
Net (loss) income | 2,004 | $ 313 | (63,981) | (100,426) | |
Consolidated variable interest entity without recourse | |||||
Financial information of VIEs and subsidiaries/schools | |||||
Total assets | 624,715 | 653,657 | |||
Total liabilities | 616,717 | 665,373 | |||
Net Revenues | 385,366 | 411,805 | 503,180 | ||
Net (loss) income | ¥ 64,544 | ¥ (44,603) | ¥ (48,461) |
ORGANIZATION AND PRINCIPAL AC_6
ORGANIZATION AND PRINCIPAL ACTIVITIES - Cash and Cash Equivalent of VIE's (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) |
Financial information of VIEs and subsidiaries/schools | ||||
Cash and cash equivalents | ¥ 157,399 | $ 24,699 | ¥ 118,821 | ¥ 157,600 |
China | ||||
Financial information of VIEs and subsidiaries/schools | ||||
Cash and cash equivalents | 124,936 | 64,251 | ||
Consolidated variable interest entity without recourse | China | ||||
Financial information of VIEs and subsidiaries/schools | ||||
Cash and cash equivalents | 124,174 | 60,044 | ||
Non-VIE | China | ||||
Financial information of VIEs and subsidiaries/schools | ||||
Cash and cash equivalents | ¥ 762 | ¥ 4,207 |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2018CNY (¥) | |
Going Concern [Line Items] | ||||||
Liabilities in excess of assets | ¥ 154,917 | |||||
Equity | 146,682 | ¥ 141,154 | ¥ 163,596 | $ 23,018 | ¥ 262,771 | |
Unrestricted cash and cash equivalents | 157,399 | 118,821 | 157,600 | 24,699 | ||
Short term investments, available for sale | 15,764 | 117,854 | $ 2,474 | |||
Net Cash Provided by (Used in) Operating Activities | (15,934) | $ (2,500) | ¥ 4,812 | ¥ (10,210) | ||
Consolidated variable interest entity without recourse | ||||||
Going Concern [Line Items] | ||||||
Short term investments, available for sale | 15,764 | |||||
Short-term investments, held to maturity | ¥ 2,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Basis of presentation (Details) | Dec. 31, 2021 |
SIGNIFICANT ACCOUNTING POLICIES | |
Exchange rate | 6.3726 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 40 years |
Motor vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
Office and computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Office and computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Intangible assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Software | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 2 years |
Software | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 10 years |
Student populations | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 1 year 9 months 18 days |
Student populations | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 15 years |
Others | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 1 year 3 months 18 days |
Others | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 10 years |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Segments (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
SIGNIFICANT ACCOUNTING POLICIES | |
Number of Operating Segments | 2 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021CNY (¥)segment | Dec. 31, 2021USD ($)segment | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | |
Number of Operating Segments | segment | 2 | 2 | |||
Revenues | ¥ 496,877 | $ 77,971 | ¥ 531,980 | ¥ 583,909 | |
Accounts receivable, net | 25,602 | 20,972 | $ 4,018 | ||
Unsatisfied performance obligation | 95,036 | 163,699 | |||
Deferred revenue | 95,036 | 163,699 | $ 14,913 | ||
K-12 Schools | |||||
Revenues | 270,362 | 291,539 | 313,747 | ||
Deferred revenue | 69,634 | 126,564 | |||
CP&CE Programs | |||||
Revenues | 226,515 | 240,441 | ¥ 270,162 | ||
Deferred revenue | ¥ 25,402 | ¥ 37,135 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Advertising costs (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |||
Advertising Expense | ¥ 7,637 | ¥ 7,474 | ¥ 10,664 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Share-based compensation (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Share-based compensation | |
Service period (in years) | 1 year |
Maximum | |
Share-based compensation | |
Service period (in years) | 4 years |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||||||
Cash and cash equivalents | ¥ 157,399 | $ 24,699 | ¥ 118,821 | ¥ 157,600 | ||
Restricted cash | 1,823 | 286 | 824 | |||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | ¥ 159,222 | $ 24,985 | ¥ 119,645 | $ 18,774 | ¥ 157,600 | ¥ 241,508 |
SHORT TERM INVESTMENTS (Details
SHORT TERM INVESTMENTS (Details) | 12 Months Ended |
Dec. 31, 2021CNY (¥) | |
SHORT TERM INVESTMENTS | |
Other-than-temporary impairment loss, held-to-maturity investments | ¥ 0 |
OTTI loss, available-for-sale investments | ¥ 0 |
SHORT TERM INVESTMENTS - Amorti
SHORT TERM INVESTMENTS - Amortized cost, gross unrealized gain, estimated fair value (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Held-to-maturity investments | ||
Amortized Cost | ¥ 2,000 | ¥ 45,000 |
Estimated Fair value | 2,000 | 45,000 |
Available-for-sale investments | ||
Amortized Cost | 15,000 | 117,000 |
Gross unrealized gain in accumulated other comprehensive income | 764 | 854 |
Estimated Fair value | ¥ 15,764 | ¥ 117,854 |
SHORT TERM INVESTMENTS - Intere
SHORT TERM INVESTMENTS - Interest income (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
SHORT TERM INVESTMENTS | ||||
Interest income recognized on held-to-maturity investments | ¥ 1,239 | $ 163 | ¥ 548 | ¥ 1,904 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
ACCOUNTS RECEIVABLE, NET | |||
Accounts receivable | ¥ 37,008 | ¥ 27,219 | |
Less: Allowance for doubtful accounts | (11,406) | (6,247) | |
Accounts receivable, net | ¥ 25,602 | $ 4,018 | ¥ 20,972 |
ACCOUNTS RECEIVABLE, NET - Allo
ACCOUNTS RECEIVABLE, NET - Allowance for doubtful accounts (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts: | ||
Balance at beginning of year | ¥ (6,247) | ¥ (2,993) |
Addition | (6,930) | (7,857) |
Written off | 1,771 | 4,603 |
Balance at end of year | ¥ (11,406) | ¥ (6,247) |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS, NET (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
PREPAID AND OTHER CURRENT ASSETS, NET | |||
Amount due from Xihua Group | ¥ 49,800 | ¥ 49,800 | |
Receivable from Zhenjiang operating rights | 35,000 | 35,000 | |
Prepaid input value-added tax | 3,651 | 4,069 | |
Staff advances | 2,496 | 3,723 | |
Rental deposits | 1,289 | 2,826 | |
Prepayments to suppliers | 5,799 | 9,209 | |
Subsidy receivable | 4,567 | ||
Loans to third parties | 4,188 | ||
Others | 7,737 | 8,510 | |
Total before allowance for doubtful accounts | 109,960 | 117,704 | |
Less: allowance for doubtful accounts | (70) | (70) | |
Total | ¥ 109,890 | $ 17,244 | ¥ 117,634 |
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, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts: | ||
Balance at beginning of year | ¥ (6,247) | ¥ (2,993) |
Balance at end of year | (11,406) | (6,247) |
Prepaid and Other Current Assets | ||
Allowance for doubtful accounts: | ||
Balance at beginning of year | (70) | (4,339) |
Addition | (869) | (1,046) |
Written off | 869 | 5,315 |
Balance at end of year | ¥ (70) | ¥ (70) |
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) ¥ in Thousands, $ in Thousands | May 30, 2021CNY (¥) | May 20, 2021USD ($) | Mar. 30, 2021CNY (¥) | Mar. 30, 2021USD ($) | Dec. 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) | Mar. 06, 2020 |
Amount due from minority shareholder | ¥ 49,800 | ¥ 49,800 | |||||
Payable to Zhenjiang Foreign Language School (Note 7(ii)) | 36,770 | 36,770 | |||||
Payables on behalf of K9 schools (Note ii & Note 7(iv)) | 21,301 | ||||||
Principal amount of loans provided | ¥ 1,000 | $ 500 | ¥ 1,000 | $ 500 | 0 | ||
Zhenjiang Foreign Language School | |||||||
Payable to Zhenjiang Foreign Language School (Note 7(ii)) | 36,770 | ¥ 36,770 | |||||
Provision | ¥ 0 | ||||||
Ambow NSAD Inc | NewSchool. | |||||||
Ownership interest acquired (as a percent) | 100.00% | 100.00% | |||||
Xihua Group | |||||||
Amount due from minority shareholder | ¥ 49,800 | ||||||
Provision | ¥ 0 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | |
Property Plant And Equipment [Line Items] | ||||
Sub-total | ¥ 196,023 | ¥ 281,845 | ||
Less: accumulated depreciation | (94,108) | (137,353) | ||
Total | 101,915 | 144,492 | $ 15,993 | |
Depreciation expenses | 14,994 | 24,477 | ¥ 18,481 | |
Impairment loss of property and equipment | 1,127 | 0 | ||
Buildings | ||||
Property Plant And Equipment [Line Items] | ||||
Sub-total | 76,790 | 128,659 | ||
Motor vehicles | ||||
Property Plant And Equipment [Line Items] | ||||
Sub-total | 3,333 | 4,147 | ||
Office and computer equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Sub-total | 47,691 | 59,372 | ||
Leasehold improvements | ||||
Property Plant And Equipment [Line Items] | ||||
Sub-total | ¥ 68,209 | ¥ 89,667 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Finite-lived intangible assets | |||
Gross carrying amount | ¥ 108,445 | ¥ 134,996 | |
Less: accumulated amortization | (78,459) | (80,188) | |
Intangible assets, net | 29,986 | $ 4,705 | 54,808 |
Trade names | |||
Finite-lived intangible assets | |||
Gross carrying amount | 22,635 | 47,068 | |
Intangible assets, net | 22,635 | 47,068 | |
Brand | |||
Finite-lived intangible assets | |||
Gross carrying amount | 4,534 | 4,534 | |
Intangible assets, net | 4,534 | 4,534 | |
Student populations | |||
Finite-lived intangible assets | |||
Gross carrying amount | 39,817 | 39,817 | |
Less: accumulated amortization | (39,817) | (39,711) | |
Intangible assets, net | 106 | ||
Software | |||
Finite-lived intangible assets | |||
Gross carrying amount | 28,953 | 31,371 | |
Less: accumulated amortization | (26,943) | (29,206) | |
Intangible assets, net | 2,010 | 2,165 | |
Others. | |||
Finite-lived intangible assets | |||
Gross carrying amount | 12,506 | 12,206 | |
Less: accumulated amortization | (11,699) | (11,271) | |
Intangible assets, net | ¥ 807 | ¥ 935 |
INTANGIBLE ASSETS, NET- Impairm
INTANGIBLE ASSETS, NET- Impairment and Amortization (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
INTANGIBLE ASSETS, NET [Line Items] | |||
Impairment loss | ¥ 1,386 | ||
Amortization expenses | ¥ 1,596 | 5,599 | ¥ 6,042 |
Amortization expenses included in cost of sales | 276 | ¥ 3,696 | 3,063 |
Trade names | |||
INTANGIBLE ASSETS, NET [Line Items] | |||
Impairment loss | ¥ 5,030 | ||
Other | |||
INTANGIBLE ASSETS, NET [Line Items] | |||
Impairment loss | ¥ 8,885 |
INTANGIBLE ASSETS, NET - Estima
INTANGIBLE ASSETS, NET - Estimated Amortization Expenses (Details) ¥ in Thousands | Dec. 31, 2021CNY (¥) |
Estimated amortization expenses for each of the future annual periods | |
2022 | ¥ 517 |
2023 | 683 |
2024 | 633 |
2025 | 337 |
2026 | 318 |
thereafter | 329 |
Total | ¥ 2,817 |
GOODWILL (Details)
GOODWILL (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | |
Changes in the carrying amount of goodwill by segment | |||
Balance at the beginning of the year | ¥ 25,710 | ¥ 60,353 | |
Goodwill recognized during the year | 960 | ||
Goodwill disposed during the year | (3,803) | (290) | |
Goodwill, Impairment Loss | (35,313) | ||
Balance at the end of the year | 21,907 | $ 3,438 | 25,710 |
K-12 Schools | |||
Changes in the carrying amount of goodwill by segment | |||
Balance at the beginning of the year | 25,710 | 25,710 | |
Goodwill disposed during the year | (3,803) | ||
Balance at the end of the year | 21,907 | 25,710 | |
CP&CE Programs | |||
Changes in the carrying amount of goodwill by segment | |||
Balance at the beginning of the year | 34,643 | ||
Goodwill recognized during the year | 960 | ||
Goodwill disposed during the year | 0 | (290) | |
Goodwill, Impairment Loss | ¥ (35,313) | ||
Balance at the end of the year | ¥ 0 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
OTHER NON-CURRENT ASSETS | |||
Prepaid long-term deposit and loans to lock-up an equity interest investment (Note i) | ¥ 103,009 | ¥ 89,929 | |
Long-term receivables from Jinghan Taihe (Note ii & Note 23) | 13,723 | 13,723 | |
Long-term restricted cash (Note iii) | 18,950 | 19,373 | |
Long-term lease deposits | 3,087 | 3,603 | |
Long-term subsidy receivable (Note 7(iii) & Note 23) | 6,577 | ||
Others | 3,595 | 5,862 | |
Total | ¥ 142,364 | $ 22,340 | ¥ 139,067 |
OTHER NON-CURRENT ASSETS - Addi
OTHER NON-CURRENT ASSETS - Additional information (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Sep. 30, 2021 | Apr. 08, 2020 | |
Additional information | |||||||
Interest income | ¥ 8,971 | $ 1,408 | ¥ 9,501 | ¥ 5,379 | |||
Dongyuan | |||||||
Additional information | |||||||
Annual interest rate of loan agreements | 5.00% | 5.00% | 5.00% | ||||
Outstanding principal | ¥ 49,600 | ||||||
Interest receivable | 3,807 | ||||||
Allowance upon deposit loans and interest receivable | 0 | ¥ 0 | |||||
Ten Tutoring Centers controlled by Beijing Xinganxian | |||||||
Additional information | |||||||
Long-term receivables | 13,723 | 13,723 | |||||
Interest income | ¥ 1,925 | ¥ 958 | |||||
Hebi School | |||||||
Additional information | |||||||
Long-term Deposit | 40,000 | ||||||
Hebi Ambow Ruiheng Education Technology Co., Ltd. ("Ruiheng") [Member] | |||||||
Additional information | |||||||
Ownership (as a percent) | 51.00% | 70.63% | 51.00% | ||||
Long-term Deposit | ¥ 40,000 | 40,000 | |||||
Interest on security deposit, percentage | 10 | ||||||
Interest On Security Deposit, Value | ¥ 9,602 |
SHORT-TERM BORROWINGS (Details)
SHORT-TERM BORROWINGS (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | |||||
Nov. 30, 2021CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 10, 2021CNY (¥) | Dec. 31, 2020CNY (¥) | May 01, 2020 | |
Short-term borrowings | ¥ 10,103 | $ 1,585 | ¥ 10,000 | |||
Bank of Huaxia | ||||||
Mortgaged property amount | ¥ 64,435 | |||||
Line of credit | ¥ 30,000 | |||||
Term of line of credit (in years) | 3 years | |||||
Ambow Shida. | ||||||
Short-term borrowings | ¥ 10,000 | |||||
Interest rate (as a percent) | 4.35% | |||||
Bay State College Inc | ||||||
Interest rate (as a percent) | 1.00% |
ACCRUED AND OTHER LIABILITIES_2
ACCRUED AND OTHER LIABILITIES (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Mar. 06, 2020 |
Payables And Accruals, Disclosure [Line Items] | ||||
Business tax, VAT and others | ¥ 28,789 | ¥ 31,719 | ||
Payable balance with indemnity by Xihua Group (Note 7(i) | 49,800 | 49,800 | ||
Payable to Zhenjiang Foreign Language School (Note 7(ii)) | 36,770 | 36,770 | ||
Accrued payroll and welfare | 19,660 | 27,982 | ||
Payable to Jinghan Taihe (Note i & Note 23) | 25,441 | 25,441 | ||
Payable for purchase of equipment and services | 7,872 | 9,995 | ||
Receipt in advance | 3,556 | 4,535 | ||
Amounts due to students | 13,632 | 9,198 | ||
Lawsuit penalty payable | 2,731 | |||
Payable to K-9 buyer (Note ii) | 21,301 | |||
Loan from third party | 5,738 | |||
Consideration payable (Note iii) | 7,067 | |||
Others | 3,840 | 4,352 | ||
Total | 216,399 | $ 33,958 | 209,590 | |
Deferred revenue reclassified as other liabilities, upon termination of operation | ¥ 25,441 | ¥ 25,441 | ||
NewSchool. | Ambow NSAD Inc | ||||
Payables And Accruals, Disclosure [Line Items] | ||||
Percentage of ownership | 100.00% | 100.00% | 100.00% |
LONG-TERM BORROWING (Details)
LONG-TERM BORROWING (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2020CNY (¥) | May 01, 2020CNY (¥) | May 01, 2020USD ($) |
Debt Instrument [Line Items] | |||
Long-term borrowing | ¥ | ¥ 9,594 | ||
PPP loan | |||
Debt Instrument [Line Items] | |||
Long-term borrowing | $ | $ 1,470 | ||
Interest rate (as a percent) | 1.00% | 1.00% | |
Bay State College Inc | |||
Debt Instrument [Line Items] | |||
Long-term borrowing | ¥ 9,594 | $ 1,470 | |
Interest rate (as a percent) | 1.00% | 1.00% |
ORDINARY SHARES (Details)
ORDINARY SHARES (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Oct. 05, 2020CNY (¥)shares | Oct. 05, 2020USD ($)$ / sharesshares |
ORDINARY SHARES [Line Items] | ||
Issue price (per share) | $ / shares | $ 3.98 | |
Net proceeds from the offering, after deducting the placement agent fees and other offering expenses | ¥ 35,515 | $ 5,210 |
Class A Ordinary Shares [Member] | ||
ORDINARY SHARES [Line Items] | ||
Issuance of ordinary shares (in shares) | 3,015,076 | 3,015,076 |
American Depository Shares | ||
ORDINARY SHARES [Line Items] | ||
Issuance of ordinary shares (in shares) | 1,507,538 | 1,507,538 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details) | Aug. 05, 2020 | Dec. 21, 2018 |
2010 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Automatic termination period of the plan | 10 years | |
Amended and Restated 2010 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration term | 10 years |
SHARE BASED COMPENSATION - Rest
SHARE BASED COMPENSATION - Restricted stock (Details) ¥ in Thousands, $ in Thousands | Nov. 22, 2018shares | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020CNY (¥)shares | Dec. 31, 2019CNY (¥) |
Restricted stock | |||||
Share-based compensation expense | ¥ 883 | $ 139 | ¥ 947 | ¥ 1,624 | |
Unrecognized share-based compensation expenses | ¥ | ¥ 768 | ¥ 1,666 | |||
Restricted stock [Member] | Senior employee | |||||
Restricted stock | |||||
Granted (in shares) | 200,000 | ||||
Vesting percentage | 25.00% | ||||
Vested (in shares) | 50,000 | 50,000 | 50,001 |
SHARE BASED COMPENSATION - Re_2
SHARE BASED COMPENSATION - Restricted stock activity (Details) - Restricted stock [Member] - ¥ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | |||
Outstanding at beginning of year (in shares) | 121,408 | 171,409 | |
Issued (in shares) | (50,000) | (50,001) | |
Outstanding at end of year (in shares) | 71,408 | 121,408 | 171,409 |
Shares vested but not issued at end of year (in shares) | 19,935 | 19,935 | |
Grant-date fair value | |||
Outstanding at beginning of year | ¥ 18.10 | ¥ 19.16 | |
Issued | 17.21 | 17.62 | |
Outstanding at end of year | 18.03 | 18.10 | ¥ 19.16 |
Shares vested but not issued at end of year | ¥ 19.94 | ¥ 20.42 | |
Weighted Average Remaining Contractual Term | |||
Outstanding at beginning of year | 7 months 13 days | 1 year 6 months 25 days | 2 years 6 months 18 days |
Outstanding at end of year | 7 months 13 days | 1 year 6 months 25 days | 2 years 6 months 18 days |
TAXATION (Details)
TAXATION (Details) ¥ in Thousands, $ in Thousands | Jan. 01, 2008 | May 31, 2016 | Apr. 30, 2016 | Dec. 31, 2021CNY (¥) | Dec. 31, 2021HKD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2016CNY (¥) |
Taxation | ||||||||
Liability for accrued interest | ¥ 0 | ¥ 0 | ¥ 15,604 | |||||
Unrecognized tax benefits that if recognized would affect the annual effective tax rate | ¥ 21,475 | 34,763 | ¥ 32,152 | |||||
Reversal Of Income Tax Payable With Uncertain Tax Positions | ¥ 15,604 | |||||||
Expired Claw Back Period | 5 years | 5 years | ||||||
Decrease due to expiration of claw-back period | ¥ 12,836 | |||||||
PRC. | ||||||||
Taxation | ||||||||
VAT payable | 2,731 | 2,176 | ||||||
Business tax payable | ¥ 17,299 | ¥ 17,456 | ||||||
Income tax rate (as percent) | 25.00% | 25.00% | 25.00% | 25.00% | ||||
Withholding income tax on dividends (as a percent) | 10.00% | 10.00% | ||||||
Net loss carryforward term (in years) | 5 years | 5 years | ||||||
PRC. | Minimum | ||||||||
Taxation | ||||||||
VAT (as a percent) | 3.00% | |||||||
Business tax (as a percent) | 3.00% | |||||||
PRC. | Maximum | ||||||||
Taxation | ||||||||
VAT (as a percent) | 6.00% | |||||||
Business tax (as a percent) | 5.00% | |||||||
PRC. | Schools of VIE's | ||||||||
Taxation | ||||||||
Income tax rate (as percent) | 25.00% | |||||||
PRC. | Schools of VIE's | Minimum | ||||||||
Taxation | ||||||||
Income tax rate (as percent) | 25.00% | 25.00% | ||||||
Hong Kong [Member] | ||||||||
Taxation | ||||||||
Withholding income tax on dividends (as a percent) | 5.00% | 5.00% | ||||||
Hong Kong [Member] | Tax rate for the first HK$ 2,000 of assessable profits | ||||||||
Taxation | ||||||||
Assessable profits to calculate tax rate | $ | $ 2,000 | |||||||
Income tax rate (as percent) | 8.25% | 8.25% | ||||||
Hong Kong [Member] | Tax rate for profits exceeding HK$ 2,000 | ||||||||
Taxation | ||||||||
Assessable profits to calculate tax rate | $ | $ 2,000 | |||||||
Income tax rate (as percent) | 16.50% | 16.50% | ||||||
Taiwan | ||||||||
Taxation | ||||||||
Income tax rate (as percent) | 17.00% | 17.00% | ||||||
Net loss carryforward term (in years) | 10 years | 10 years | ||||||
US | ||||||||
Taxation | ||||||||
Net loss carryforward term (in years) | 20 years | 20 years |
TAXATION - Provision for Income
TAXATION - Provision for Income Taxes (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Deferred: | ||||
Deferred | ¥ 10,939 | $ 1,717 | ¥ (4,853) | ¥ 6,714 |
Provision for income tax expenses | (59,108) | $ (9,275) | 1,062 | 12,917 |
PRC. | ||||
Current: | ||||
Current | (70,284) | 3,641 | 6,198 | |
Deferred: | ||||
Deferred | 14,396 | 1,065 | 6,156 | |
US | ||||
Current: | ||||
Current | 237 | 2,274 | 5 | |
Deferred: | ||||
Deferred | ¥ (3,457) | ¥ (5,918) | ¥ 558 |
TAXATION - Deferred Tax Assets
TAXATION - Deferred Tax Assets and Liabilities (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset: | ||||
Accrued expense | ¥ 3,132 | ¥ 5,241 | ||
Allowance for doubtful accounts | 22,486 | 37,470 | ||
Tax loss carried forward | 264,748 | 275,914 | ||
Deferred advertising expense | 205 | 222 | ||
Impairment of long-lived tangible assets | 357 | 357 | ||
Discount on long-term receivables from Jinghan Taihe | 8,930 | 8,930 | ||
Total deferred tax assets | 299,858 | 328,134 | ||
Valuation allowance | (286,169) | (297,689) | ¥ (249,626) | ¥ (278,437) |
Deferred tax assets, net of valuation allowance | 13,689 | 30,445 | ||
Deferred tax liabilities: | ||||
Unrecognized valuation surplus and deficit - acquisition | 81,125 | 81,125 | ||
Unrecognized valuation surplus and deficit - decrease due to amortization and impairment | (71,305) | (62,759) | ||
Unrealized profit of short-term investments | 198 | 235 | ||
Accelerated fixed assets depreciation | 2,356 | 2,119 | ||
Unrealized gain on acquisition | 1,284 | 3,387 | ||
Total deferred tax liabilities | 13,658 | 24,107 | ||
Deferred tax assets, net of valuation allowance and deferred tax liabilities | ¥ 31 | ¥ 6,338 |
TAXATION - Uncertain Tax Positi
TAXATION - Uncertain Tax Positions (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions | |||
Unrecognized tax benefits, beginning of year | ¥ 34,763 | ¥ 32,152 | ¥ 26,246 |
The amount of decreases in the unrecognized tax benefits relating to settlements with taxing authorities | (50) | (69) | (242) |
Additions for tax position of current year | 5,063 | 3,231 | 6,148 |
Decrease due to disposal of subsidiaries (Note 26) | (551) | ||
Decrease due to deregistration of subsidiary | (5,465) | ||
Decrease due to expiration of claw-back period | (12,836) | ||
Unrecognized tax benefits, end of year | ¥ 21,475 | ¥ 34,763 | ¥ 32,152 |
TAXATION - Reconciliation (Deta
TAXATION - Reconciliation (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation between total income tax expense and the amount computed by applying the weighted average statutory income tax rate to income before income taxes | |||
Accrued income tax payable on the disposal gain of Jinghan Group | ¥ 62,782 | ||
Expired claw back period | 5 years | ||
PRC. | |||
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 | 40.00% | (1.00%) | (8.00%) |
Tax effect of preferential tax rate for small enterprises | (4.00%) | 5.00% | (5.00%) |
Tax effect of non-deductible expenses | (24.00%) | 29.00% | (2.00%) |
Tax effect of non-taxable income | 55.00% | 19.00% | 2.00% |
Tax effect of tax-exempt entities | (104.00%) | (20.00%) | 17.00% |
Deferred tax effect of tax rate change | (91.00%) | 47.00% | (35.00%) |
Tax effect of statue expiration | 160.00% | 0.00% | 0.00% |
Changes in valuation allowance | 47.00% | (106.00%) | (9.00%) |
Effective tax rate | 104.00% | (2.00%) | (15.00%) |
TAXATION - Expiration Dates of
TAXATION - Expiration Dates of Operating Loss Carryforward (Details) ¥ in Thousands | Dec. 31, 2021CNY (¥) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | ¥ 782,370 |
2022 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 30,541 |
2023 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 42,007 |
2024 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 32,407 |
2025 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 30,406 |
2026 and thereafter | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | ¥ 647,009 |
TAXATION - Valuation Allowance
TAXATION - Valuation Allowance (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Movement of valuation allowance | |||
Balance at beginning of the year | ¥ 297,689 | ¥ 249,626 | ¥ 278,437 |
Allowance made during the year | 39,579 | 66,346 | 96,336 |
Decrease due to disposal/deregistration of subsidiaries | (759) | (2,408) | (65,639) |
Reversals | (50,340) | (15,875) | (59,508) |
Balance at end of the year | ¥ 286,169 | ¥ 297,689 | ¥ 249,626 |
NET INCOME PER SHARE - Computat
NET INCOME PER SHARE - Computation of Basic and Diluted Net Loss Per Share (Details) ¥ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥)¥ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020CNY (¥)¥ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | |
Numerator: | ||||
Numerator for basic and diluted (loss) income per share | ¥ 3,002 | $ 470 | ¥ (62,712) | ¥ (99,941) |
Denominator: | ||||
Denominator for basic (loss) income per share weighted average ordinary shares outstanding (in shares) | shares | 46,654,853 | 46,654,853 | 44,372,326 | 43,505,175 |
Denominator for diluted (loss) income per share weighted average ordinary shares outstanding (in shares) | shares | 46,654,853 | 46,654,853 | 44,372,326 | 43,505,175 |
Basic (loss) income per share | ¥ / shares | ¥ 0.06 | ¥ (1.41) | ¥ (2.30) | |
Diluted (loss) income per share | ¥ / shares | ¥ 0.06 | ¥ (1.41) | ¥ (2.30) |
LEASES - Lease Expenses (Detail
LEASES - Lease Expenses (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LEASES | ||
Operating and short-term lease expense | ¥ 48,131 | ¥ 58,723 |
Finance lease expense | ¥ 600 | ¥ 600 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LEASES | ||
Operating cash flows from operating leases | ¥ 45,737 | ¥ 44,548 |
LEASES - Supplemental balance s
LEASES - Supplemental balance sheet information (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
LEASES | ||
Weighted-average Remaining Lease Term, Operating leases | 7 years 29 days | 7 years 4 months 28 days |
Weighted-average Remaining Lease Term, Finance lease | 9 years 2 months 5 days | 9 years 8 months 1 day |
Weighted-average Discount Rate, Operating leases | 4.49% | 4.51% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Operating leases- ASU842 | |||
2022 | ¥ 49,811 | ||
2023 | 40,753 | ||
2024 | 40,955 | ||
2025 | 40,837 | ||
2026 | 29,291 | ||
Thereafter | 79,627 | ||
Total lease payments | 281,274 | ||
Less: interest | (33,664) | ||
Total | 247,610 | ||
Less: current portion | (48,923) | $ (7,677) | ¥ (53,702) |
Non-current portion | ¥ 198,687 | $ 31,178 | ¥ 220,319 |
LEASES - Narratives (Details)
LEASES - Narratives (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
LEASES | |||
Sublease Income | ¥ 61 | ¥ 1,199 | ¥ 3,064 |
Impairment loss | ¥ 513 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | |
Segment Reporting Information [Line Items] | |||||
Net Revenues | ¥ 496,877 | $ 77,971 | ¥ 531,980 | ¥ 583,909 | |
Cost of revenues | (339,558) | (53,285) | (387,490) | (388,894) | |
GROSS PROFIT | 157,319 | 24,686 | 144,490 | 195,015 | |
OPERATING EXPENSES | |||||
Selling and marketing | (55,468) | (8,704) | (52,355) | (55,721) | |
General and administrative | (169,994) | (26,676) | (174,283) | (194,417) | |
Research and development | (14,487) | (2,273) | (5,703) | (3,793) | |
Impairment loss | (10,525) | (1,652) | (36,699) | (38,754) | |
Total operating expenses | (250,474) | (39,305) | (269,040) | (292,685) | |
OPERATING INCOME (LOSS) | (93,155) | (14,619) | (124,550) | (97,670) | |
OTHER EXPENSE | |||||
Interest income | 8,971 | 1,408 | 9,501 | 5,379 | |
Foreign exchange gain, net | 223 | 35 | 980 | 23 | |
Other income (loss), net | 1,657 | 260 | (1,244) | 396 | |
Gain on disposal of subsidiaries | 12,158 | 1,908 | 752 | ||
Gain on the bargain purchase | 40,273 | ||||
Gain from derecognition of liabilities | 3,926 | ||||
Gain on sale of investment available for sale | 2,412 | 378 | 3,476 | 1,200 | |
Total other income | 36,051 | 5,657 | 61,631 | 10,161 | |
INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | (57,104) | $ (8,962) | (62,919) | (87,509) | |
TOTAL ASSETS | 970,162 | 1,049,717 | $ 152,240 | ||
Consolidated | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 496,877 | 531,980 | 583,909 | ||
Cost of revenues | (339,558) | (387,490) | (388,894) | ||
GROSS PROFIT | 157,319 | 144,490 | 195,015 | ||
OPERATING EXPENSES | |||||
Selling and marketing | (53,163) | (48,004) | (49,124) | ||
General and administrative | (105,173) | (123,283) | (131,491) | ||
Research and development | (7,307) | (1,286) | (245) | ||
Impairment loss | (10,525) | (36,699) | (38,754) | ||
Unallocated corporate expenses | (74,306) | (59,768) | (73,071) | ||
Total operating expenses | (250,474) | (269,040) | (292,685) | ||
OPERATING INCOME (LOSS) | (93,155) | (124,550) | (97,670) | ||
OTHER EXPENSE | |||||
Interest income | 3,082 | 3,647 | 2,562 | ||
Foreign exchange gain, net | (34) | 33 | 25 | ||
Other income (loss), net | (2,010) | (3,545) | 2,868 | ||
Loss from deregistration of subsidiaries | (22) | ||||
Gain on disposal of subsidiaries | 12,158 | 752 | |||
Gain on the bargain purchase | 40,273 | ||||
Gain from derecognition of liabilities | 4,073 | ||||
Gain from deregistration of subsidiaries | 1,325 | 562 | |||
Gain on forgiven PPP loan | 9,305 | ||||
Gain on sale of investment available for sale | 2,089 | 2,988 | 1,043 | ||
Unallocated corporate other income | 10,136 | 13,432 | 3,101 | ||
Total other income | 36,051 | 61,631 | 10,161 | ||
INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | (57,104) | (62,919) | (87,509) | ||
TOTAL ASSETS | 970,162 | 1,049,717 | 1,020,799 | ||
Segment assets | |||||
OTHER EXPENSE | |||||
TOTAL ASSETS | 650,485 | 855,413 | 811,589 | ||
Unallocated corporate assets | |||||
OTHER EXPENSE | |||||
TOTAL ASSETS | 319,677 | 194,304 | 209,210 | ||
K-12 Schools | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 270,362 | 291,539 | 313,747 | ||
Cost of revenues | (172,489) | (188,628) | (197,064) | ||
GROSS PROFIT | 97,873 | 102,911 | 116,683 | ||
OPERATING EXPENSES | |||||
Selling and marketing | (997) | (1,471) | (1,361) | ||
General and administrative | (35,628) | (44,288) | (44,271) | ||
Research and development | (41) | ||||
Total operating expenses | (36,625) | (45,800) | (45,632) | ||
OPERATING INCOME (LOSS) | 61,248 | 57,111 | 71,051 | ||
OTHER EXPENSE | |||||
Interest income | 1,255 | 660 | 1,412 | ||
Other income (loss), net | (309) | (105) | (82) | ||
Gain on disposal of subsidiaries | (781) | ||||
Gain on sale of investment available for sale | 2,089 | 2,988 | 1,043 | ||
Total other income | 2,254 | 3,543 | 2,373 | ||
INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | 63,502 | 60,654 | 73,424 | ||
TOTAL ASSETS | 276,957 | 407,157 | 345,427 | ||
K-12 Schools | Segment assets | |||||
OTHER EXPENSE | |||||
TOTAL ASSETS | 276,957 | 407,157 | 345,427 | ||
CP&CE Programs | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 226,515 | 240,441 | 270,162 | ||
Cost of revenues | (167,069) | (198,862) | (191,830) | ||
GROSS PROFIT | 59,446 | 41,579 | 78,332 | ||
OPERATING EXPENSES | |||||
Selling and marketing | (52,166) | (46,533) | (47,763) | ||
General and administrative | (69,545) | (78,995) | (87,220) | ||
Research and development | (7,307) | (1,245) | (245) | ||
Impairment loss | (10,525) | (36,699) | (38,754) | ||
Total operating expenses | (139,543) | (163,472) | (173,982) | ||
OPERATING INCOME (LOSS) | (80,097) | (121,893) | (95,650) | ||
OTHER EXPENSE | |||||
Interest income | 1,827 | 2,987 | 1,150 | ||
Foreign exchange gain, net | (34) | 33 | 25 | ||
Other income (loss), net | (1,701) | (3,440) | 2,950 | ||
Loss from deregistration of subsidiaries | (22) | ||||
Gain on disposal of subsidiaries | 12,939 | 752 | |||
Gain on the bargain purchase | 40,273 | ||||
Gain from derecognition of liabilities | 4,073 | ||||
Gain from deregistration of subsidiaries | 1,325 | 562 | |||
Gain on forgiven PPP loan | 9,305 | ||||
Total other income | 23,661 | 44,656 | 4,687 | ||
INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS | (56,436) | (77,237) | (90,963) | ||
TOTAL ASSETS | 373,528 | 448,256 | 466,162 | ||
CP&CE Programs | Consolidated | |||||
OTHER EXPENSE | |||||
Gain on disposal of subsidiaries | 12,158 | 752 | |||
CP&CE Programs | Segment assets | |||||
OTHER EXPENSE | |||||
TOTAL ASSETS | ¥ 373,528 | ¥ 448,256 | ¥ 466,162 |
SEGMENT INFORMATION - Revenues
SEGMENT INFORMATION - Revenues and Long Lived, Geographical Areas (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Segment Reporting Information [Line Items] | ||||
Net Revenues | ¥ 496,877 | $ 77,971 | ¥ 531,980 | ¥ 583,909 |
Long-lived Assets | 379,462 | 480,183 | 539,993 | |
PRC | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 383,343 | 411,805 | 503,180 | |
Long-lived Assets | 222,396 | 300,623 | 371,847 | |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 113,534 | 120,175 | 80,729 | |
Long-lived Assets | ¥ 157,066 | ¥ 179,560 | ¥ 168,146 |
PRC CONTRIBUTION AND PROFIT A_3
PRC CONTRIBUTION AND PROFIT APPROPRIATION (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
PRC. | |||
PRC Contribution and Profit Appropriation | |||
After-tax profits to general reserve (as a percent) | 10.00% | ||
Minimum respective registered capital (as a percent) | 50.00% | ||
Appropriation to statutory reserve required for education development reserve (as a percent of after tax profit) | 10.00% | ||
PRC. | Minimum | |||
PRC Contribution and Profit Appropriation | |||
Appropriation to statutory surplus reserve (as percent of after tax profit) | 5.00% | ||
PRC. | Maximum | |||
PRC Contribution and Profit Appropriation | |||
Appropriation to statutory surplus reserve (as percent of after tax profit) | 10.00% | ||
Foreign Plan | |||
PRC Contribution and Profit Appropriation | |||
Employer contributions | ¥ 34,249 | ¥ 29,910 | ¥ 44,456 |
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, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Appropriation to statutory reserve | |||
General and statutory surplus reserve | ¥ 1,438 | ¥ 1,438 | |
Education development reserve | 2,399 | 2,772 | |
Total | ¥ 3,837 | $ 602 | ¥ 4,210 |
ACQUISITION - Jinghan Taihe (De
ACQUISITION - Jinghan Taihe (Details) - Ten Tutoring Centers controlled by Beijing Xinganxian ¥ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2019CNY (¥)USD ($) | Jun. 30, 2020item | Dec. 31, 2020CNY (¥) | Dec. 31, 2021CNY (¥) | |
Business Acquisition [Line Items] | ||||
Number of branches | $ | 10 | |||
Agreement tenure | 10 years | |||
Number of schools under the branch companies | $ | 10 | |||
Renewal term | 10 years | |||
Deferred revenue | ¥ 27,871 | ¥ 27,871 | ||
Other payables | ¥ 14,342 | ¥ 14,342 | ||
Long Term Accounts Receivable And Other Receivables, Valuation Input, Discount Rate | 17.00% | |||
Number of tutoring centers closed | item | 4 | |||
Impairment loss of goodwill, recognized | ¥ 20,911 |
ACQUISITION - Jinghan Taihe - S
ACQUISITION - Jinghan Taihe - Summary (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | ||||
Feb. 28, 2019CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Business Acquisition Purchase Price Allocation Intangible Assets [Abstract] | |||||
Goodwill | ¥ 21,907 | $ 3,438 | ¥ 25,710 | ¥ 60,353 | |
Ten Tutoring Centers controlled by Beijing Xinganxian | |||||
Business Acquisition [Line Items] | |||||
Property and equipment | ¥ 1,023 | ||||
Business Acquisition Purchase Price Allocation Intangible Assets [Abstract] | |||||
Goodwill | 20,911 | ||||
Defer tax assets, net of deferred tax liabilities | 6,987 | ||||
Total assets | 33,113 | ||||
Deferred revenue | (27,871) | (27,871) | |||
Other payables | (14,342) | ¥ (14,342) | |||
Total | ¥ (9,100) | ||||
Trademark | |||||
Business Acquisition Purchase Price Allocation Intangible Assets [Abstract] | |||||
Amortization Period (in years) | 3 years | ||||
Trademark | Ten Tutoring Centers controlled by Beijing Xinganxian | |||||
Business Acquisition Purchase Price Allocation Intangible Assets [Abstract] | |||||
Finite lived intangible assets | ¥ 2,322 | ||||
Workforce | |||||
Business Acquisition Purchase Price Allocation Intangible Assets [Abstract] | |||||
Amortization Period (in years) | 2 years | ||||
Workforce | Ten Tutoring Centers controlled by Beijing Xinganxian | |||||
Business Acquisition Purchase Price Allocation Intangible Assets [Abstract] | |||||
Finite lived intangible assets | ¥ 1,870 |
ACQUISITION (Details)
ACQUISITION (Details) ¥ in Thousands, $ in Thousands | Mar. 06, 2020CNY (¥) | Mar. 06, 2020USD ($) | Dec. 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) |
Business Acquisition [Line Items] | ||||
Subsidy Receivable, Current | ¥ 4,567 | |||
Subsidy Receivable, Noncurrent | 6,577 | |||
Ten Tutoring Centers controlled by Beijing Xinganxian | Ambow BSC Inc | ||||
Business Acquisition [Line Items] | ||||
Purchase price | ¥ 3,222 | |||
NewSchool. | Ambow NSAD Inc | ||||
Business Acquisition [Line Items] | ||||
Ownership interest acquired (as a percent) | 100.00% | 100.00% | 100.00% | |
Purchase price | ¥ 7,510 | $ 1,083 | ||
Term of subsidiy | 4 years | 4 years | ||
Bay State College Inc | Subsidiaries | ||||
Business Acquisition [Line Items] | ||||
Ownership interest acquired (as a percent) | 100.00% | |||
Bay State College Inc | Ambow BSC Inc | ||||
Business Acquisition [Line Items] | ||||
Purchase price | ¥ 5,878 |
ACQUISITION - Purchase Price Al
ACQUISITION - Purchase Price Allocation (Details) - CNY (¥) ¥ in Thousands | Mar. 06, 2020 | Feb. 28, 2019 | Dec. 31, 2020 |
Intangible assets: | |||
Gain from bargain purchase | ¥ (40,273) | ||
CP&CE Programs | |||
Intangible assets: | |||
Gain from bargain purchase | ¥ (40,273) | ||
Trademark | |||
Intangible assets: | |||
Amortization Period (in years) | 3 years | ||
NewSchool. | Ambow NSAD Inc | |||
ACQUISITIONS [Line Items] | |||
Cash and cash equivalents | ¥ 23,755 | ||
Restricted cash | 13,867 | ||
Accounts receivable | 2,370 | ||
Prepaid and other current assets | 7,310 | ||
Property and equipment | 1,468 | ||
Intangible assets: | |||
Operating lease right-of-use asset | 83,680 | ||
Other non-current assets | 11,919 | ||
Total assets | 150,131 | ||
Accounts payable | (44) | ||
Accrued and other liabilities | (4,275) | ||
Income tax payable, current | (4,887) | ||
Deferred tax liabilities | (9,419) | ||
Operating lease liability | (83,723) | ||
Total | (102,348) | ||
Gain from bargain purchase | (40,273) | ||
Total purchase price | 7,510 | ||
NewSchool. | Ambow NSAD Inc | Software | |||
Intangible assets: | |||
Finite | 1,879 | ||
NewSchool. | Ambow NSAD Inc | Trademark | |||
Intangible assets: | |||
Indefinite | 3,190 | ||
NewSchool. | Ambow NSAD Inc | Accreditation | |||
Intangible assets: | |||
Finite | ¥ 693 | ||
Amortization Period (in years) | 10 years |
ACQUISITION - Pro Forma Adjustm
ACQUISITION - Pro Forma Adjustments (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
ACQUISITION | |||
Pro forma net revenues | ¥ 551,101 | ¥ 673,941 | ¥ 629,862 |
Pro forma net income/(loss) | ¥ (60,143) | ¥ (94,767) | ¥ 44,947 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shandong Shichuang Software Engineering Company Limited | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Balance netting off with related party | ¥ 572 | ¥ (572) | |
Jinan QCY Intelligent Technology Co., Ltd | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Service purchased from related party | ¥ (2,839) | (3,401) | |
Member of Management Team of Beijing QC Technology Company Limited | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Service provided to related party | 950 | ||
Beijing QC Technology Company Limited | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Service purchased from related party | (1,320) | (785) | |
URSUS Information Technology (Beijing) Company Limited | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Service purchased from related party | ¥ (873) | ||
Beijing HJRT Technology Company, Limited | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Service purchased from related party | (264) | ¥ (264) | |
Management Team Of Company [Member] | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Service purchased from related party | ¥ (1,250) |
RELATED PARTY TRANSACTIONS - Ba
RELATED PARTY TRANSACTIONS - Balances (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due from related parties | ¥ 3,103 | $ 487 | ¥ 3,024 |
Amounts due to related parties | 3,793 | $ 595 | 2,543 |
Shandong Shichuang Software Engineering Company Limited | Senior employee | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due to related parties | 2,417 | 2,417 | |
Jinan QCY Intelligent Technology Co., Ltd | Management | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due from related parties | 774 | 774 | |
Beijing QC Technology Company Limited | Management | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due from related parties | 2,040 | 1,961 | |
Amounts due to related parties | 126 | 126 | |
URSUS Information Technology (Beijing) Company Limited | Management | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due from related parties | 201 | 201 | |
Beijing HJRT Technology Company, Limited | Management | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due from related parties | 88 | ¥ 88 | |
Management Team Of Company [Member] | |||
RELATED PARTY TRANSACTIONS [Line Items] | |||
Amounts due to related parties | ¥ 1,250 |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE - Assets and liabilities classified as held for sale (Details) - Assets And Liabilities Held For Sale ¥ in Thousands | Dec. 31, 2021CNY (¥) |
Assets classified as held for sale | |
Cash and cash equivalents | ¥ 57,729 |
Accounts receivable, net | 990 |
Prepaid and other current assets, net | 5,810 |
Property and equipment, net | 46,252 |
Land use right, net | 1,685 |
Intangible assets, net | 16,455 |
Goodwill | 3,803 |
Total Assets | 132,724 |
Liabilities classified as held for sale | |
Deferred revenue | 64,832 |
Accounts payable | 1,117 |
Accrued and other liabilities | 12,000 |
Income tax payable, current | 643 |
Deferred tax liabilities, net | 4,569 |
Total liabilities | ¥ 83,161 |
GAIN FROM DERECOGNITION OF LI_2
GAIN FROM DERECOGNITION OF LIABILITIES (Details) ¥ in Thousands | 12 Months Ended |
Dec. 31, 2020CNY (¥) | |
GAIN FROM DERECOGNITION OF LIABILITIES | |
Gain from derecognition of liabilities | ¥ 3,926 |
DISPOSAL OF SUBSIDIARIES (Detai
DISPOSAL OF SUBSIDIARIES (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | |
Disposal of subsidiaries | |||
Gain from disposal of subsidiaries | ¥ 12,158 | $ 1,908 | ¥ 752 |
Consolidated | |||
Disposal of subsidiaries | |||
Gain from disposal of subsidiaries | 12,158 | 752 | |
CP&CE Programs | |||
Disposal of subsidiaries | |||
Gain from disposal of subsidiaries | 12,939 | 752 | |
CP&CE Programs | Consolidated | |||
Disposal of subsidiaries | |||
Gain from disposal of subsidiaries | ¥ 12,158 | ¥ 752 |
GAIN FROM DEREGISTRATION OF S_2
GAIN FROM DEREGISTRATION OF SUBSIDIARIES (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Gain from deregistration of subsidiaries | ¥ 1,325 | $ 208 | ¥ 3,967 | ¥ 1,841 |
NON-CONTROLLING INTERESTS (Deta
NON-CONTROLLING INTERESTS (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
NON-CONTROLLING INTERESTS [Line Items] | ||||
Proceeds from minority shareholder capital injection | ¥ 100 | $ 16 | ¥ 559 | |
Gain from deregistration of subsidiaries | 1,325 | 208 | ¥ 3,967 | 1,841 |
Consolidated | ||||
NON-CONTROLLING INTERESTS [Line Items] | ||||
Gain from deregistration of subsidiaries | ¥ 1,325 | $ 208 | ¥ 3,967 | ¥ 1,841 |
Zhong'an Ambow | ||||
NON-CONTROLLING INTERESTS [Line Items] | ||||
Ownership (as a percent) | 49.00% | |||
Proceeds from minority shareholder capital injection | ¥ 1,285 | |||
Ownership (as a percent) | 51.00% | |||
Shanghai Tongguo Education Technology Co., Ltd. | ||||
NON-CONTROLLING INTERESTS [Line Items] | ||||
Ownership (as a percent) | 40.00% | |||
Shanghai Tongguo Education Technology Co., Ltd. | CP&CE Programs | ||||
NON-CONTROLLING INTERESTS [Line Items] | ||||
Gain from deregistration of subsidiaries | ¥ 306 | |||
Beijing Zhong An Handa Technology Consulting Co., Ltd | ||||
NON-CONTROLLING INTERESTS [Line Items] | ||||
Ownership (as a percent) | 49.00% | |||
Beijing Zhong An Handa Technology Consulting Co., Ltd | Consolidated | ||||
NON-CONTROLLING INTERESTS [Line Items] | ||||
Gain from deregistration of subsidiaries | ¥ (19) | |||
Guangzhou ZS Career | ||||
NON-CONTROLLING INTERESTS [Line Items] | ||||
Ownership (as a percent) | 5.00% | 5.00% | ||
Gain from deregistration of subsidiaries | ¥ 3,351 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Short term investments, available for sale | ¥ 15,764 | ¥ 117,854 |
Recurring basis [Member] | ||
Assets: | ||
Short term investments, available for sale | 15,764 | 117,854 |
Recurring basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Short term investments, available for sale | ¥ 15,764 | ¥ 117,854 |
FAIR VALUE MEASUREMENTS - Intan
FAIR VALUE MEASUREMENTS - Intangible assets (Details) - Recurring basis [Member] - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Line Items] | ||
Intangible assets | ¥ 177,814 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
FAIR VALUE MEASUREMENTS [Line Items] | ||
Intangible assets | ¥ 84,547 | |
Significant Unobservable Inputs (Level 3) [Member] | Growth rate | ||
Unobservable inputs | ||
Terminal growth rate (as a percent) | 3.00% | 3.00% |
Significant Unobservable Inputs (Level 3) [Member] | Minimum | Royalty rate | ||
Unobservable inputs | ||
Royalty rate (as a percent) | 1.00% | 1.00% |
Significant Unobservable Inputs (Level 3) [Member] | Minimum | Discount rate | ||
Unobservable inputs | ||
Discount rate (as a percent) | 13.80% | 14.80% |
Significant Unobservable Inputs (Level 3) [Member] | Maximum | Royalty rate | ||
Unobservable inputs | ||
Royalty rate (as a percent) | 6.00% | 7.00% |
Significant Unobservable Inputs (Level 3) [Member] | Maximum | Discount rate | ||
Unobservable inputs | ||
Discount rate (as a percent) | 16.00% | 16.00% |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) ¥ in Thousands | Dec. 31, 2021CNY (¥) |
FAIR VALUE MEASUREMENTS | |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | ¥ 0 |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | ¥ 0 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥)customer | Dec. 31, 2020CNY (¥)customer | Dec. 31, 2019customer | Dec. 31, 2021USD ($) | |
CONCENTRATIONS [Line Items] | ||||
Concentration risk (as a percentage) | 10.00% | |||
Accounts receivable | ¥ 25,602 | ¥ 20,972 | $ 4,018 | |
Prepaid and other current assets | 109,890 | 117,634 | 17,244 | |
Other non-current assets | ¥ 142,364 | ¥ 139,067 | $ 22,340 | |
Total Revenue | ||||
CONCENTRATIONS [Line Items] | ||||
Number of customers | customer | 0 | 0 | 0 | |
Concentration risk (as a percentage) | 10.00% | 10.00% | 10.00% | |
Total Cost of Sales | ||||
CONCENTRATIONS [Line Items] | ||||
Number of customers | customer | 0 | 0 | 0 | |
Concentration risk (as a percentage) | 10.00% | 10.00% | 10.00% | |
Accounts receivable [Member] | Credit risk [Member] | Company A | ||||
CONCENTRATIONS [Line Items] | ||||
Concentration risk (as a percent) | 15.00% | |||
Accounts receivable | ¥ 3,145 | |||
Prepaid and other current assets [Member] | Credit risk [Member] | Company B | ||||
CONCENTRATIONS [Line Items] | ||||
Concentration risk (as a percent) | 45.00% | 42.00% | ||
Prepaid and other current assets | ¥ 49,800 | ¥ 49,800 | ||
Prepaid and other current assets [Member] | Credit risk [Member] | Company C | ||||
CONCENTRATIONS [Line Items] | ||||
Concentration risk (as a percent) | 32.00% | 30.00% | ||
Prepaid and other current assets | ¥ 35,000 | ¥ 35,000 | ||
Other Noncurrent Assets [Member] | Credit risk [Member] | Company D | ||||
CONCENTRATIONS [Line Items] | ||||
Concentration risk (as a percent) | 72.00% | 65.00% | ||
Other non-current assets | ¥ 103,009 | ¥ 89,929 | ||
Other Noncurrent Assets [Member] | Credit risk [Member] | Company E | ||||
CONCENTRATIONS [Line Items] | ||||
Concentration risk (as a percent) | 10.00% | 10.00% | ||
Other non-current assets | ¥ 13,723 | ¥ 13,723 |
ADDITIONAL INFORMATION - COND_3
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS - Balance Sheets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019CNY (¥) |
Current assets: | |||||
Cash and cash equivalents | ¥ 157,399 | $ 24,699 | ¥ 118,821 | ¥ 157,600 | |
Amounts due from related parties | 3,103 | 487 | 3,024 | ||
Prepaid expenses and other current assets | 109,890 | 17,244 | 117,634 | ||
Total current assets | 448,305 | 70,349 | 424,129 | ||
Non-current assets: | |||||
Other non-current assets, net | 142,364 | 22,340 | 139,067 | ||
Total non-current assets | 521,857 | 81,891 | 625,588 | ||
Total assets | 970,162 | 152,240 | 1,049,717 | ||
Current liabilities: | |||||
Accrued and other liabilities | 216,399 | 33,958 | 209,590 | ||
Total current liabilities | 603,222 | 94,659 | 643,595 | ||
Non-current liabilities: | |||||
Total non-current liabilities | 220,258 | 34,563 | 264,968 | ||
Total liabilities | 823,480 | 129,222 | 908,563 | ||
SHAREHOLDERS' EQUITY | |||||
(US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2020 and 2021) | |||||
Additional paid-in capital | 3,545,955 | 556,438 | 3,545,073 | ||
Accumulated other comprehensive income | 11,291 | 1,772 | 12,101 | ||
Total shareholders' equity | 146,197 | 22,942 | 143,122 | ||
Total liabilities and shareholders' equity | 970,162 | 152,240 | 1,049,717 | ||
Class A Ordinary Shares [Member] | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares | 795 | 125 | 794 | ||
Class C Ordinary Shares [Member] | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares | 90 | $ 14 | 90 | ||
Reportable Legal Entities | Parent Company | |||||
Current assets: | |||||
Cash and cash equivalents | 247 | 226 | $ 39 | ||
Amounts due from related parties | 653,990 | 915,469 | 102,626 | ||
Prepaid expenses and other current assets | 211 | 211 | 33 | ||
Total current assets | 654,448 | 915,906 | 102,698 | ||
Non-current assets: | |||||
Other non-current assets, net | 404 | 544 | 63 | ||
Total non-current assets | 404 | 544 | 63 | ||
Total assets | 654,852 | 916,450 | 102,761 | ||
Current liabilities: | |||||
Investment deficit in subsidiaries and consolidated VIEs | 504,760 | 760,922 | 79,208 | ||
Accrued and other liabilities | 3,895 | 12,406 | 611 | ||
Total current liabilities | 508,655 | 773,328 | 79,819 | ||
Non-current liabilities: | |||||
Total liabilities | 508,655 | 773,328 | 79,819 | ||
SHAREHOLDERS' EQUITY | |||||
(US$ 0.003 par value; 1,666,667 shares authorized, nil issued and outstanding as of December 31, 2020 and 2021) | |||||
Additional paid-in capital | 3,545,955 | 3,545,073 | 556,438 | ||
Accumulated deficit | (3,411,934) | (3,414,936) | (535,407) | ||
Accumulated other comprehensive income | 11,291 | 12,101 | 1,772 | ||
Total shareholders' equity | 146,197 | 143,122 | 22,942 | ||
Total liabilities and shareholders' equity | 654,852 | 916,450 | 102,761 | ||
Reportable Legal Entities | Parent Company | Class A Ordinary Shares [Member] | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares | 795 | 794 | 125 | ||
Reportable Legal Entities | Parent Company | Class C Ordinary Shares [Member] | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares | ¥ 90 | ¥ 90 | $ 14 |
ADDITIONAL INFORMATION - COND_4
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS - Balance Sheets Additional Information (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS [Line Items] | ||
Preferred shares, par value (in dollars per share) | $ 0.003 | $ 0.003 |
Preferred shares, shares authorized | 1,666,667 | 1,666,667 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares [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 | 41,973,276 | 41,923,276 |
Ordinary shares, shares outstanding | 41,973,276 | 41,923,276 |
Class C Ordinary Shares [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 - Statements of Operations (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
NET REVENUES | ||||
Revenues | ¥ 496,877 | $ 77,971 | ¥ 531,980 | ¥ 583,909 |
Cost of revenues | ||||
Cost of revenues | 339,558 | 53,285 | 387,490 | 388,894 |
GROSS LOSS | 157,319 | 24,686 | 144,490 | 195,015 |
Operating expenses: | ||||
Selling and marketing | (55,468) | (8,704) | (52,355) | (55,721) |
General and administrative | (169,994) | (26,676) | (174,283) | (194,417) |
Research and development | (14,487) | (2,273) | (5,703) | (3,793) |
Total operating expenses | (250,474) | (39,305) | (269,040) | (292,685) |
OPERATING LOSS | (93,155) | (14,619) | (124,550) | (97,670) |
OTHER EXPENSE | ||||
Interest expense, net | 8,971 | 1,408 | 9,501 | 5,379 |
Other income (loss), net | 1,657 | 260 | (1,244) | 396 |
Income tax | 59,108 | 9,275 | (1,062) | (12,917) |
Educational programs and services | ||||
NET REVENUES | ||||
Revenues | 491,979 | 77,202 | 525,727 | 582,706 |
Cost of revenues | ||||
Cost of revenues | 336,381 | 52,786 | 379,571 | 383,635 |
Intelligent program and services | ||||
NET REVENUES | ||||
Revenues | 4,898 | 769 | 6,253 | 1,203 |
Cost of revenues | ||||
Cost of revenues | 3,177 | 499 | 7,919 | 5,259 |
Reportable Legal Entities | Parent Company | ||||
Operating expenses: | ||||
General and administrative | (2,926) | (459) | (7,841) | (12,380) |
Total operating expenses | (2,926) | (459) | (7,841) | (12,380) |
OPERATING LOSS | (2,926) | (459) | (7,841) | (12,380) |
Share of (loss) income from subsidiaries | 5,944 | 932 | (55,362) | (159,282) |
OTHER EXPENSE | ||||
Interest expense, net | (267) | |||
Other income (loss), net | (16) | (3) | 491 | 71,988 |
NET (LOSS) INCOME | ¥ 3,002 | $ 470 | ¥ (62,712) | ¥ (99,941) |
ADDITIONAL INFORMATION - COND_6
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS - Statements of Cash Flows (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Statements of Cash Flows [Line Items] | ||||
Cash flows from operating activities | ¥ (15,934) | $ (2,500) | ¥ 4,812 | ¥ (10,210) |
Cash flows from investing activities | 107,196 | 16,822 | (98,513) | (33,153) |
Cash flows from financing activities | 5,838 | 916 | 55,172 | (40,620) |
Cash, cash equivalents and restricted cash at beginning of year | 119,645 | 18,774 | 157,600 | 241,508 |
Cash, cash equivalents and restricted cash at end of year | 159,222 | 24,985 | 119,645 | 157,600 |
Reportable Legal Entities | Parent Company | ||||
Statements of Cash Flows [Line Items] | ||||
Cash flows from operating activities | 21 | 3 | (36,005) | 36,738 |
Cash flows from financing activities | 35,578 | (41,179) | ||
Net change in cash and cash equivalents | 21 | 3 | (427) | (4,441) |
Cash, cash equivalents and restricted cash at beginning of year | 226 | 36 | 653 | 5,094 |
Cash, cash equivalents and restricted cash at end of year | ¥ 247 | $ 39 | ¥ 226 | ¥ 653 |
ADDITIONAL INFORMATION - COND_7
ADDITIONAL INFORMATION - CONDENSED FINANCIAL STATEMENTS - Narrative (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
PRC subsidiaries and VIEs [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Restricted net asset | ¥ 480,618 | ¥ 517,713 |