Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-37790 |
Entity Registrant Name | 51Talk Online Education Group |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 24 Raffles Place #17-04 Clifford Centre |
Entity Address, Postal Zip Code | 048621 |
Entity Address, Country | SG |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001659494 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
ICFR Auditor Attestation Flag | true |
Auditor Name | Marcum Asia CPAs LLP |
Auditor Firm ID | 5395 |
Auditor Location | New York, New York |
ADS | |
Title of 12(b) Security | American Depositary Shares, each representing fifteen Class A ordinary shares, par value US$0.0001 per share |
Security Exchange Name | NYSE |
Trading Symbol | COE |
Entity Common Stock, Shares Outstanding | 6,432,675 |
Class A ordinary shares | |
Title of 12(b) Security | Class A ordinary shares, par value US$0.0001 per share* |
Security Exchange Name | NYSE |
No Trading Symbol Flag | true |
Entity Common Stock, Shares Outstanding | 234,209,217 |
Class B ordinary shares | |
Entity Common Stock, Shares Outstanding | 103,606,980 |
Business Contact | |
Contact Personnel Name | David Chung |
Entity Address, Address Line One | Room 3514 35/F Central Plaza |
Entity Address, Address Line Two | 18 Harbour Road, Wan Chai |
Entity Address, City or Town | Hong Kong |
Contact Personnel Email Address | ir@51talk.com |
Entity Address, Country | CN |
Ordinary Shares | |
Entity Common Stock, Shares Outstanding | 337,816,197 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 18,186 | $ 24,611 |
Time deposits | 4,872 | 6,499 |
Prepaid expenses and other current assets | 3,509 | 2,527 |
Current assets held-for-sale | 117,612 | |
Total current assets | 26,567 | 151,249 |
Non-current assets: | ||
Property and equipment, net | 25 | 148 |
Intangible assets, net | 104 | 116 |
Right-of-use assets | 769 | 1,570 |
Time deposits | 11,115 | |
Deferred tax assets | 38 | |
Other non-current assets | 169 | 174 |
Non-current assets held-for-sale | 22,657 | |
Total non-current assets | 1,067 | 35,818 |
Total assets | 27,634 | 187,067 |
Current liabilities: | ||
Advances from students | 15,167 | 2,874 |
Accrued expenses and other current liabilities | 4,341 | 3,172 |
Lease liabilities | 427 | 815 |
Taxes payable | 186 | 95 |
Amount due to related parties | 389 | |
Current liabilities held-for-sale | 290,086 | |
Total current liabilities | 20,510 | 297,042 |
Non-current liabilities: | ||
Lease liabilities | 307 | 817 |
Other non-current liabilities | 156 | 203 |
Deferred tax liabilities | 84 | |
Non-current liabilities held-for-sale | 2,433 | |
Total non-current liabilities | 547 | 3,453 |
Total liabilities | 21,057 | 300,495 |
Commitments and contingencies | ||
Shareholders' (deficit)/equity: | ||
Treasury stock | (6,640) | |
Additional paid-in capital | 337,407 | 187,841 |
Accumulated other comprehensive (loss)/income | 303 | (6,052) |
Accumulated deficit | (331,166) | (288,610) |
Total shareholders' (deficit)/equity | 6,577 | (113,428) |
Total liabilities and shareholders' (deficit)/equity | 27,634 | 187,067 |
Class A ordinary shares | ||
Shareholders' (deficit)/equity: | ||
Ordinary shares | 23 | 23 |
Class B ordinary shares | ||
Shareholders' (deficit)/equity: | ||
Ordinary shares | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Ordinary shares, issued (in shares) | 337,816,197 | 337,489,751 | 325,733,064 |
Ordinary shares, outstanding (in shares) | 337,816,197 | 333,581,801 | 323,640,564 |
Class A ordinary shares | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, issued (in shares) | 234,209,217 | 233,882,749 | 196,045,898 |
Ordinary shares, outstanding (in shares) | 234,209,217 | 229,974,799 | 193,953,398 |
Class B ordinary shares | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, issued (in shares) | 103,606,980 | 103,607,002 | 129,687,166 |
Ordinary shares, outstanding (in shares) | 103,606,980 | 103,607,002 | 129,687,166 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net revenues | $ 15,048 | $ 788 |
Cost of revenues | (3,194) | (130) |
Gross profit | 11,854 | 658 |
Operating expenses: | ||
Sales and marketing expenses | (13,279) | (3,430) |
Product development expenses | (2,865) | (135) |
General and administrative expenses | (8,068) | (1,685) |
Total operating expenses | (24,212) | (5,250) |
Loss from operations | (12,358) | (4,592) |
Interest income | 27 | 282 |
Other income/(expenses), net | (453) | 219 |
Loss before income tax | (12,784) | (4,091) |
Income tax expenses | (60) | (100) |
Net loss from continuing operations | (12,844) | (4,191) |
Net income/(loss) from discontinued operations, net of income tax | (29,712) | 22,929 |
Net income/(loss), all attributable to the Company's ordinary shareholders | $ (42,556) | $ 18,738 |
Weighted average number of ordinary shares used in computing basic income/(loss) per share | 335,640,275 | 328,484,502 |
Weighted average number of ordinary shares used in computing diluted income/(loss) per share | 335,640,275 | 328,484,502 |
Net loss per share attributable to ordinary shareholders-basic from continuing operations | $ (0.04) | $ (0.01) |
Net loss per share attributable to ordinary shareholders-diluted from continuing operations | (0.04) | (0.01) |
Net income/(loss) per share attributable to ordinary shareholders-basic from discontinued operations | (0.09) | 0.07 |
Net income/(loss) per share attributable to ordinary shareholders-diluted from discontinued operations | $ (0.09) | $ 0.07 |
Comprehensive income/(loss): | ||
Net income/(loss) | $ (42,556) | $ 18,738 |
Other comprehensive income/(loss) | ||
Foreign currency translation adjustments | 9,082 | (4,324) |
Reclassification of exchange differences on translation of operations to consolidated statement of operations | (2,727) | |
Total comprehensive income/(loss) | $ (36,201) | $ 14,414 |
ADS | ||
Operating expenses: | ||
Net loss per share attributable to ordinary shareholders-basic from continuing operations | $ (2.30) | $ (0.77) |
Net loss per share attributable to ordinary shareholders-diluted from continuing operations | (2.30) | (0.77) |
Net income/(loss) per share attributable to ordinary shareholders-basic from discontinued operations | (5.31) | 4.19 |
Net income/(loss) per share attributable to ordinary shareholders-diluted from discontinued operations | $ (5.31) | $ 4.19 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT )/EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income/(Loss) | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2019 | $ 31 | $ 169,551 | $ 854 | $ 9,828 | $ (328,589) | $ (150,033) |
Beginning balance (in shares) at Dec. 31, 2019 | 313,857,894 | 1,806,720 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of stock options | $ 1 | 1,473 | 1,474 | |||
Exercise of stock options (in shares) | 5,103,015 | |||||
Settlement Of RSU by new issuance (in shares) | 1,865,055 | |||||
Settlement of RSUs or stock options by reissuance of treasury stocks | (855) | $ 855 | ||||
Settlement of RSUs or stock options by reissuance of treasury stocks (in shares) | (1,808,220) | |||||
Share-based compensation | 3,870 | 3,870 | ||||
Share repurchase program | $ (3,498) | (3,498) | ||||
Share repurchase program (in shares) | 2,094,000 | |||||
Follow-on public offering | $ 1 | 5,635 | 5,636 | |||
Follow-on public offering (in shares) | 4,907,100 | |||||
Net income/(loss) | 21,241 | 21,241 | ||||
Foreign currency translation adjustment | (11,556) | (11,556) | ||||
Ending balance at Dec. 31, 2020 | $ 33 | 179,674 | $ (3,497) | (1,728) | (307,348) | (132,866) |
Ending balance (in shares) at Dec. 31, 2020 | 325,733,064 | 2,092,500 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of stock options | 791 | 791 | ||||
Exercise of stock options (in shares) | 4,287,360 | |||||
Settlement Of RSU by new issuance (in shares) | 4,243,680 | |||||
Share-based compensation | 4,185 | 4,185 | ||||
Share repurchase program | $ (3,143) | (3,143) | ||||
Share repurchase program (in shares) | 1,815,450 | |||||
Issuance for acquisition of subsidiaries | 3,191 | 3,191 | ||||
Issuance for acquisition of subsidiaries (in shares) | 3,225,647 | |||||
Net income/(loss) | 18,738 | 18,738 | ||||
Foreign currency translation adjustment | (4,324) | (4,324) | ||||
Ending balance at Dec. 31, 2021 | $ 33 | 187,841 | $ (6,640) | (6,052) | (288,610) | (113,428) |
Ending balance (in shares) at Dec. 31, 2021 | 337,489,751 | 3,907,950 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of stock options | 2 | 2 | ||||
Exercise of stock options (in shares) | 34,995 | |||||
Settlement Of RSU by new issuance (in shares) | 291,495 | |||||
Settlement of RSUs or stock options by reissuance of treasury stocks | (6,640) | $ 6,640 | ||||
Settlement of RSUs or stock options by reissuance of treasury stocks (in shares) | (3,907,950) | |||||
Cancelation of shares | (44) | |||||
Share-based compensation | 712 | 712 | ||||
Net income/(loss) | (42,556) | (42,556) | ||||
Disposal of discontinued operations | 152,980 | 152,980 | ||||
Reclassification of exchange differences on translation of operations to consolidated statement of operations | 2,727 | (2,727) | 2,727 | |||
Disposal of VIE | (215) | (215) | ||||
Foreign currency translation adjustment | 9,082 | 9,082 | ||||
Ending balance at Dec. 31, 2022 | $ 33 | $ 337,407 | $ 303 | $ (331,166) | $ 6,577 | |
Ending balance (in shares) at Dec. 31, 2022 | 337,816,197 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income/(loss) from operations | $ (42,556) | $ 18,738 | $ 21,241 |
Less: net income/(loss) from discontinuing operations | (29,712) | 22,929 | 21,241 |
Net loss from continuing operations | (12,844) | (4,191) | |
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities of continuing operations: | |||
Share-based compensation expense | 712 | 219 | 0 |
Depreciation and amortization | 103 | 97 | |
Deferred taxes benefits | 122 | 52 | |
Gain/(loss) on disposal of property and equipment | (82) | 28 | |
Changes in operating assets and liabilities | |||
Prepaid expenses and other current assets | (999) | 560 | |
Operating lease right-of-use assets | 801 | 860 | |
Other non-current assets | 5 | 91 | |
Advances from students | 12,293 | 2,856 | |
Accrued expenses and other liabilities | 2,236 | (4,554) | |
Operating lease liabilities | (898) | (874) | |
Taxes payable | 91 | (127) | |
Amount due to related parties | 389 | ||
Net cash (used in)/ provided by operating activities from continuing operations | 1,929 | (4,983) | 0 |
Net cash provided by/ (used in) operating activities from discontinued operations | (47,630) | (100,046) | 104,184 |
Net cash provided by/ (used in) operating activities | (45,701) | (105,029) | 104,184 |
Cash flows from investing activities : | |||
Purchases of property and equipment | (5) | ||
Purchase of intangible assets | (118) | ||
Placement of time deposits | (4,872) | (17,553) | |
Withdrawal of time deposits | 17,614 | 23,317 | |
Proceeds from disposal of property and equipment | 106 | 1 | |
Repayment of investment to China Mainland Business | (20,484) | ||
Net cash provided by/ (used in) investing activities from continuing operations | (7,641) | 5,647 | |
Net cash (used in) /provided by investing activities from discontinued operations | 10,149 | 92,661 | (105,988) |
Net cash (used in)/provided by investing activities | 2,508 | 98,308 | (105,988) |
Cash flows from financing activities of continuing operations: | |||
Proceeds from exercise of stock options | 8 | ||
Funding provided by China Mainland Business | 23,567 | ||
Net cash provided by financing activities from continuing operations | 23,575 | ||
Net cash provided by/ (used in) financing activities from discontinued operations | 20,484 | (25,926) | 1,288 |
Net cash provided by/ (used in) financing activities | 20,484 | (2,351) | 1,288 |
Effect of exchange rate changes on cash and cash equivalents | (714) | 618 | 1,418 |
Net increase (decrease) in cash and cash equivalents | (23,423) | (8,454) | 902 |
Cash, restricted cash and cash equivalents at the beginning of the year | 41,609 | 50,063 | 49,161 |
Cash, restricted cash and cash equivalents at the end of the year | 18,186 | 41,609 | 50,063 |
Less: Cash, restricted cash and cash equivalents of discontinued operations | 16,998 | $ 50,063 | |
Cash and cash equivalents at the end of the year from continuing operations | 18,186 | 24,611 | |
Supplemental disclosure of cash flow information from continuing operations | |||
Cash paid for income taxes | 56 | 84 | |
Non-cash supplemental investing activities from continuing operations | |||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 863 | $ 151 |
Operations and Reorganization
Operations and Reorganization | 12 Months Ended |
Dec. 31, 2022 | |
Operations and Reorganization | |
Operations and Reorganization | 1. Operations and Reorganization 51talk Online Education Group (the ‘‘Company’’ or ‘‘COE’’), through its consolidated subsidiaries (collectively referred to as the ‘‘Group’’) is primarily engaged in providing online English language education services to students in the international markets. The Company changed its legal name from China Online Education Group 51Talk Online Education Group Deconsolidation of China Mainland Business The Company has entered into a definitive share purchase agreement, dated June 24, 2022 (the “Share Purchase Agreement”), with Dasheng Holding (HK) Limited (“Dasheng Holding”), an entity controlled by Mr. Jiajia Jack Huang, chairman of the board of directors and Chief Executive Officer of the Company, pursuant to which Mr. Jiajia Jack Huang, through Dasheng Holding, acquired all of the Company’s online English tutoring businesses in China mainland, including all associated liabilities and assets (the “China Mainland Business”). The excess of the consideration over the carry value of the net assets of the China Mainland Business was recorded to the additional paid in capital because Mr. Jiajia Jack Huang is a significant shareholder of the company. After the divestiture, the Company focuses on providing online English tutoring lessons taught by international tutors to K-12 and post-secondary students in countries and regions outside China mainland. The Company’s international business outside China mainland and its associated assets and liabilities are not part of the Share Purchase Agreement and will be the Company’s core strategy going forward. Upon completion of the divestiture of its China Mainland Business on June 30, 2022, the Company has no ownership interest in China Mainland Business. The Company deconsolidated the financial statements of China Mainland Business from its consolidated financial statements (the “China Mainland Business Deconsolidation”) since June 30, 2022. The disposal of China Mainland Business represents a strategic shift and has a significant impact on the Company’s result of operations. Accordingly, assets, liabilities, results of operations, and cash flows related to China Mainland Business have been reflected in the accompanying consolidated financial statements as discontinued operations for all periods presented. The consolidated balance sheets as of December 31, 2021, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows for the years ended December 31, 2020, 2021 and 2022 have been adjusted to reflect this change (See Note 4). As of December 31, 2022, the Company’s major subsidiaries are as follows: Percentage of Place of Date of Direct or Indirect Incorporation/ Incorporation/ Economic Company Establishment Establishment Ownership Subsidiaries 51Talk English International Limited Hong Kong October 7, 2014 100 % China Online Innovations Inc.* Philippines October 9, 2014 99.999993 % On Demand English Innovations Inc.* Philippines January 14, 2016 99.999 % Helloworld Online Education Group Cayman July 13, 2018 100 % Helloworld Online Education PTE.LTD Singapore December 17, 2021 100 % 51Talk Training SDN.BHD Malaysia April 5, 2022 100 % Helloworld Online Education Group (HK) Limited Hong Kong August 10, 2018 100 % Beijing Helloworld Online Technology Co., Ltd. PRC September 3, 2018 100 % Nanjing Helloworld Online Information Technology Co., Ltd PRC September 20, 2022 100 % * The Company directly holds the 99.999993% and 99.999% shares of China Online Innovations Inc. and On Demand English Innovations Inc. respectively. There is no substantive non-controlling interest for China Online Innovations Inc. and On Demand English Innovations Inc. as of December 31, 2021 and 2022. The non-controlling shareholders are nominee shareholders mainly consisting of local residents to comply with local regulations of the Philippines. 1 Operations and Reorganization (Continued) a In November 2012, the Founding Shareholders incorporated the Company under the Laws of the Cayman Islands to be an offshore holding company for the Group. To further optimize the organizational structure of the Group, in October 2014, 51 Talk English International Limited (the ‘‘COE HK Co’’) was incorporated with limited liability in Hong Kong. China Online Innovations Inc. (the ‘‘Philippines Co II’’), which was incorporated by the Company with limited liability in the Philippines to provides teaching service for the Group in accordance with the Group’s instructions. The Company owns 99.999993% of the equity interest of Philippines Co II. In order to comply with local laws, there are seven individual shareholders holding an aggregate of 0.000007% of the equity interest of Philippines Co II. A series of contractual arrangements was entered into among the Company, Philippines Co II and the seven individual shareholders. Under these contractual arrangements, the Company has an exclusive option to purchase all of the equity interests in Philippines Co II held by the seven individuals and to exercise their rights as shareholders of Philippines Co II.Furthermore, the Group began to enter into employment agreements with office-based tutors and other full-time employees in the Philippines through Philippines Co II. To further optimize group structure, on January 14, 2016, On Demand English Innovations Inc. (the “Philippines Co III”) was incorporated by the Company with limited liability in the Philippines. The Company owns 99.999% of the equity interest of Philippines Co III. In order to comply with local laws, there are five individual shareholders holding an aggregate of 0.001% of the equity interest of Philippines Co III. A series of contractual arrangements was entered into among the Company, Philippines Co III and the five individual shareholders. Under these contractual arrangements, the Company has an exclusive option to purchase all of the equity interests in Philippines Co III held by the five individuals and the power to exercise their rights as shareholders of Philippines Co III. Philippines Co III also entered into employment agreement with the free trial tutors and support staff. In July 2018, Helloworld Online Education Group (“HAWO Company”) was incorporated under the Laws of the Cayman Islands as wholly-owned subsidiary of the Company. In August 2018, Helloworld Online Education Group (HK) Limited (“HAWO HK Co”) was incorporated in Hong Kong as a wholly-owned subsidiary of HAWO Company. Beijing Helloworld Online Technology Co., Ltd. (‘‘HAWO Online’’) was set up in September 2018 as a wholly-owned subsidiary of HAWO HK Co in the PRC. In July 2018, Beijing Dasheng Helloworld Technology Co., Ltd. (“Dasheng HAWO”) was incorporated with beneficial interest held by Mr. Jiajia Huang. In September 2018, a series of contractual agreements discussed in 1.b. below were entered into among HAWO Online, Dasheng HAWO and shareholders of Dasheng HAWO. As a result of the agreements, HAWO Online has the ability to direct substantially all the activities of Dasheng HAWO, and absorb substantially all of the risks and rewards of the Dasheng HAWO. HAWO Online became the primary beneficiary of Dasheng HAWO and consolidates the financial results of Dasheng HAWO. Historically, the Group sold online tutoring services taught mainly by independently contracted international tutors to K-12 students in the PRC, which have been prohibited by the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education promulgated on July 24, 2021 and its implementation measures. Upon the consummation of the divestiture of the China Mainland Business at the end of June 2022, the Group ceased providing online tutoring services in China and concentrate on expanding international business. After the divestiture, the Group’s business is no longer directly affected by the Alleviating Burden Opinion and its implementation measures. In December 2021, Helloworld Online Education PTE.LTD was incorporated as a wholly-owned subsidiary of the Company to operate the international business in Singapore. In April 2022, 51Talk Training SDN.BHD was incorporated as a wholly-owned subsidiary of the Company to operate the international business in Malaysia. In September 2022, Nanjing Helloworld Online Information Technology Co., Ltd was incorporated as a wholly-owned subsidiary of the Company to assist the international operations of the Company. 1 Operations and Reorganization (Continued) b In November 2022, the Equity Interest Pledge Agreement between HAWO Online, Dasheng HAWO and the sole shareholder of Dasheng HAWO, was terminated with the consensus of both parties. After the termination of agreements, all of the sole shareholder’s equity interests in Dasheng HAWO were not pledged to HAWO Online anymore. With the termination of contractual agreements with VIE, the Company deconsolidated the financial statements of Dasheng HAWO from its consolidated financial statements since November 20, 2022. Before the June 30, 2022, the Company operated substantially all of its China Mainland Business through the VIEs and VIEs’ subsidiaries including Dasheng Zhixing, Dasheng HAWO, Dasheng Zhiyun and Philippines Co I. Beijing Dasheng Online Technology Co., Ltd., China Online Education(HK) Limited and Beijing Helloworld Online Technology Co.,Ltd.entered into a series of contractual arrangements with Dasheng Zhixing, Dasheng HAWO, Dasheng Zhiyun and Philippines Co I, and the respective equity interest holders. The series of contractual agreements include exclusive business cooperation agreements, exclusive option agreement, equity pledge agreement, powers of attorney and spousal consent letters. After the disposal of the China Mainland Business on June 30, 2022, the Company deconsolidated VIE of Dasheng Zhixing, Dasheng Zhiyun and Philippines Co I. In November 2022, the Company removed the Equity Interest Pledge Agreement with the sole shareholder of Dasheng HAWO and lost the ownership of equity interests of Dasheng HAWO. There is no VIE in the Group structure since November 20, 2022. After the disposal of the China Mainland Business in June 2022 and the rescission of the Equity Interest Pledge Agreement with the sole shareholder of Dasheng HAWO in November 2022, the Company deconsolidated the consolidated balance sheets of the VIEs and VIEs’ subsidiaries, from its consolidated balance sheets as of December 31, 2022. The following table sets forth the assets, liabilities, results of operations and changes in cash and cash equivalents of the VIEs and VIEs’ subsidiaries, which were included in the Group’s consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows after the elimination of intercompany balances and transactions among the Parent Company, its subsidiaries and its VIEs: As of December 31, 2021 2022 US$ US$ Cash and cash equivalents 31 — Prepaid expenses and other current assets 135 — Amounts due from inter-company entities* 149,694 — Rights-of-use assets 308 — Current assets held-for-sale 101,798 — Non-current assets held-for-sale 19,687 — Total assets 271,653 — Lease liability-current and non-current 274 — Amounts due to inter-company entities* 51,365 — Current liabilities held-for-sale 284,839 — Non-current liabilities held-for-sale 2,365 — Total liabilities 338,843 — * All inter-company balances have been eliminated upon consolidation. 1 Operations and Reorganization (Continued) For the year ended December 31, 2020 2021 2022 US$ US$ US$ Third-party costs and expenses — (1,178) (287) Total costs and expenses — (1,178) (287) Loss from operations — (1,178) (287) Other (expenses)/income, net — 1 3 Net loss from continuing operations — (1,177) (284) Net income/(loss) from discontinued operations 51,167 35,792 (83,653) Net income/(loss) 51,167 34,615 (83,937) For the year ended December 31, 2020 2021 2022 US$ US$ US$ Net cash provided by/(used in) operating activities with external parties 232,491 58,654 (25,160) Net cash used in operating activities with intra-Group entities (134,482) (137,822) (9,308) Net cash provided by/(used in) operating activities operations 98,009 (79,168) (34,468) Net cash (used in)/provided by investing activities with external parties (103,880) 87,905 21,515 Net cash used in investing activities with intra-Group entities — (22,776) (603) Net cash (used in )/provided by investing activities (103,880) 65,129 20,912 Net cash provided by /(used in) financing activities with intra-Group entities — 521 (259) Net cash provided by/(used in) financing activities — 521 (259) c The Group’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Group incurred net losses of US $4,191 and US $12,844 from continuing operations for the year ended December 31, 2021 and 2022, respectively. Accumulated deficits were US $331,166 as of December 31, 2022. The net current assets of continuing operations were US $26,681 and US $6,057 as of December 31, 2021 and 2022, respectively. The operating cash outflows from continuing operations were nil and US $4,983 for the years ended December 31, 2020, 2021 and the operating cash inflows from continuing operations were US $1,929 for the years ended December 31, 2022. The Company assesses its liquidity by its ability to generate cash from operating activities to fund its operations, attract investors and borrow funds on favorable economic terms. On July 24, 2021, the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education (the “Alleviating Burden Opinion “or the “Opinion”) was issued by the General Office of the CPC Central Committee and the General Office of the State Council. The Opinion contains high-level policy directives about requirements and restrictions related to online and offline after-school tutoring services, including, among others, banning international tutors located international from providing tutoring services in the China mainland. 1 Operations and Reorganization (Continued) In compliance with the Opinion, on June 30, 2022, the Company discontinued the China Mainland Business by disposing all of the equity interests of China Online Education (HK) limited, a wholly-owned subsidiary of the Group, and all of its subsidiaries and consolidated variable interest entities to Jack Jiajia Huang, chairman of the board of directors and Chief Executive Officer of the Company. The Company’s international business outside the China mainland and its associated assets and liabilities are not part of the Transaction and will be the Company’s strategic focus going forward. Upon the closing of the Transaction on June 30, 2022, the Company shifted from a negative net assets position to a positive net assets position. The Company’s continuous operation focuses on expanding international business. The Company has deployed the resources to expand its international business that primarily comprises one-on-one English lessons taught by international tutors in countries and regions outside of the China mainland. The Company’s international business achieved solid growth since the second half of 2021 and covered several countries and regions outside of the China mainland, such as Hong Kong and Malaysia. At the same time, positive net operating cash flow have been achieved through effective control over selling and marketing expenditures and personnel expenses while maintaining sustainable growth in cash revenue. The management has implemented strict control over the headcount for all the department, especially for general and administration department and research and development department. Net revenues for the 2022 were US$15,048, compared with net revenues of US$788 for the last year, which led to higher gross profit for the 2022. Revenues of the Group are mainly generated from providing one-on-one online English language education services to students located outside China Mainland. Tuition is generally paid in advance and revenue from prepaid credit packages is recognized when the lesson credits are consumed or forfeited. Under the business model of the Group, the revenue recognition of delivering the services is later than the cash received from students. Therefore, the Group would incur losses at the initial stage from the international business, but the tuition fees, excluded refunds collected in advance are sufficient to support the Group’s operations. Based on the above considerations, the Group’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The management is of the opinion that the Group has sufficient funds for sustainable operation and there is no substantial doubt about the Group’s ability to continue as going concern within one year after the consolidated financial statements are issued. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2 Significant Accounting Policies a The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’). Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. b The consolidated financial statements include the financial statements of the Company, its subsidiaries and the consolidated VIEs for which the Company is the primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A consolidated VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, has the power to direct the activities that most significant impact the entity’s economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. There is no consolidated VIE since November 20, 2022. All transactions and balances among the Company, its subsidiaries and the consolidated VIEs have been eliminated upon consolidation. c Comparability and Reclassification Adjustment The Group has reclassified certain comparative balances in the consolidated balance sheet as of December 31, 2021 and certain comparative amounts in the consolidated statements of comprehensive income/(loss) for the years ended December 31, 2020 and 2021 to conform to the current year’s presentation. The assets and liabilities of the discontinued operations have been classified as assets held-for-sale and liabilities held-for-sale in the consolidated balance sheet as of December 31, 2021. The results of discontinued operations for the years ended December 31, 2020 and 2021 have been reflected separately in the consolidated statement of comprehensive income/(loss) as a single line item for all periods presented in accordance with U.S. GAAP. Cash flows from discontinued operations of the three categories for the years ended December 31, 2020 and 2021 were separately presented in the consolidated statements of cash flows for all periods presented in accordance with U.S. GAAP. The Group has elected to change its reporting currency from RMB to USD starting from January 1, 2022. The aligning of the reporting currency with the underlying operations will better depict the Group’s results of operations for each period. The related financial statements prior to January 1, 2022 have been re-casted to US$ as if the financial statements originally had been presented in US$ since the earliest periods presented. The change in reporting currency resulted in cumulative foreign currency translation adjustment to the Group’s comprehensive loss amounted to a loss of US$11,556, a loss of US$4,324 and a gain of US$9,082 for the years ended December 31, 2020, 2021 and 2022, respectively. In December 2022, the Company changed the ratio of American depositary shares (“ADSs”) to Class A ordinary shares (the “ADS Ratio”) from one ADS representing fifteen Class A ordinary shares to one ADS representing sixty Class A ordinary shares. The net income/(loss) per ADS attributable to ordinary shareholders presented in the consolidated comprehensive income/(loss) and Note 13 for the years ended December 31, 2020 and 2021 have been re-casted retrospectively. 2 Significant Accounting Policies (Continued) d The preparation of the Group’s consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the balance sheet date and reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but are not limited to, determination of standalone selling prices of performance, obligations that have never been separately sold, assessment for the impairment of long-lived assets, the valuation allowance of deferred tax assets, assessment of impairment of contract cost assets and prepaid expenses, and the valuation and recognition of share-based compensation. e Discontinued operation A discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff). f Functional currency and foreign currency translation Effective January 1, 2022, the Company elected to change its reporting currency from RMB to USD. The functional currency of the Company and its international subsidiaries incorporated in the Cayman Islands and Hong Kong is United States dollars (‘‘US$’’), the functional currency of the Philippines entities is Peso (‘‘PHP’’), the functional currency of the Singapore entities is Singapore dollars (‘‘SGD’’) and the functional currency of the Malaysia entities is Ringgit (‘‘MYR’’). The functional currency of the PRC entities in the Group is RMB. In the consolidated financial statements, the financial information of the Company and other entities located in the PRC, Philippine, Malaysia and Singapore has been translated into USD. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the reporting period. Translation adjustments are reported as foreign currency translation adjustments, and are shown as a component of other comprehensive income/(loss) in the consolidated statements of comprehensive income/(loss). Foreign currency transactions denominated in currencies other than the 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 are translated into the functional currency using the applicable exchange rates at the balance sheet dates. Net gains and losses resulting from foreign exchange transactions are included in other income/(expenses), net. 2 Significant Accounting Policies (Continued) g Fair value measurements Financial instruments Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Group’s financial instruments include cash and cash equivalents, time deposits, other current assets, accrued expenses. The carrying amounts of the short-term financial instruments approximate their fair value due to their relatively short maturity. h The Group considers all highly liquid investments, which are unrestricted as to withdrawal or use, with original maturities of three months or less as cash equivalents. i Time deposits Time deposits in the current assets represent demand deposits placed with banks with original maturities of more than three months but less than one year. For the time deposits in the non-current assets, the maturities are more than one year. Interest earned is recorded as interest income in the consolidated statements of comprehensive income/(loss) during the periods. j Expected credit losses The Group’s other receivables classified as prepaid expenses and other current assets and other non-current assets are within the scope of ASC Topic 326. The Group has identified the relevant risk characteristics of other receivables which include size, type of the services or the products the Group provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the life-time expected credit losses. Additionally, external data and macroeconomic factors are also considered. This is assessed at each quarter based on the Group’s specific facts and circumstances. For the year ended December 31, 2022, the Group recognized US$81 impairment losses of prepaid expenses and other current assets. 2 Significant Accounting Policies (Continued) k Long-lived assets Property and equipment Property and equipment are stated at cost less accumulated depreciation, amortization and impairment, if any. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally from three years for computers and equipment and five years for furniture and fixtures. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of comprehensive income/(loss). Intangible assets Intangible assets mainly comprise of software, copyrights. Intangible assets are recorded at cost less accumulated amortization and impairment,if any, with no residual value. Amortization is computed using the straight-line method over the estimated useful lives of the intangible assets, generally ten years for copyrights and three years for software. Impairment of long-lived assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significantly adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment of long-lived asset was recognized for the year ended December 31, 2021 and 2022. l Business combination Business combinations are recorded using the purchase method of accounting, and the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of the (i) the total of consideration paid, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the subsidiary acquired over (ii) the fair value of the identifiable net assets of the subsidiary acquired is recorded as goodwill. If the consideration of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income/(loss). 2 Significant Accounting Policies (Continued) m Revenue recognition Revenues of the Group are mainly generated from providing online English language education services to international students. There are two types of online English language education services, including one-on-one private course service and public course service. The Company determined that private course service and public course service are two separate performance obligations, as these two deliverables are distinct in that customers can benefit from each service on its own and the Company’s promises to deliver the services are separately identifiable from each other in the contract. Students purchase the services by subscribing to prepaid credit packages directly from the Group. Tuition is generally paid in advance and is initially recorded as advances from students. Because the validity period of prepaid credit packages is normally within one year while with maximum up to 20 months, payment by customers could occur significantly before performance. However, the timing of the transfer of related services is at the discretion of the customers. Therefore, the Group does not recognize any financing component in the determination of revenue from the sale of prepaid credit packages. The Group determines the transaction price to be earned by estimating the refund liability based on historical refund ratio, and allocates the service fee excluding the estimate for refund liability to each performance obligation using the relative stand-alone selling price. The Group determines the stand-alone selling prices using an expected cost plus margin methodology. Revenue from both the private course service and public course service are recognized proportionately as the online classes are delivered, as the Group concluded that the delivery of each online class represents a faithful depiction of when the services are provided to the students. The Group is responsible for course design, tutor sourcing and training, development and maintenance of online platform and system, and is the party primarily responsible for fulfilling the promise to provide the services to customers and it has full discretion in establishing the prices for the services provided to customers. Hence, the Group is the principal for providing the online English education services to customers. Therefore, the Group recognizes revenue on a gross basis. The Group allows refund of fees corresponding to any remaining undelivered services when customers withdraw contracts with the Group within a certain period after the purchase. Refunds are recorded as reductions of the advances from students and true up adjustments were made on the recognized revenue of the contracts. The following table presents the Group’s revenues disaggregated by location of students: For the year ended, For the year ended, For the year ended, December 31, 2020 December 31, 2021 December 31, 2022 US$ US$ US$ Total Total Total Revenues from Hong Kong(China) — 371 9,707 Revenues from other areas — 417 5,341 Total revenues — 788 15,048 Contract balances Contract cost Incremental costs of obtaining a contract with a customer is recognized as an asset in “Prepaid expenses and other current assets” if the Group expects to recover those costs. Incremental costs of obtaining a contract mainly include sales commissions to sales personnel and distribution agents, as well as certain cash incentives for customers who provide referrals service for the Group. Contract cost assets are amortized on the basis consistent with the pattern of the transfer of services to which the assets relate. As of December 31, 2022, the balance of capitalized costs of obtaining contracts with customers was US $1,456. For the year ended December 31, 2020, 2021 and 2022, the Group recognized amortization of nil, nil and US $1,590 respectively as “Sales and marketing expenses” in its consolidated statements of comprehensive income/(loss). 2 Significant Accounting Policies (Continued) The Group recognizes an impairment loss in profit or loss to the extent that the carrying amount of a contract cost asset exceeds: a. the amount of consideration that the Group has received but not yet recognized as revenue, less b. the costs that relate directly to providing those goods or services and that have not been recognized as expenses. The recoverability of contract cost assets depends on whether the Group can continue to provide lessons delivered by international tutors, the refund level subsequent to December 31, 2022, and whether any related considerations would be forfeited. The Group offered refunds of course fees subject to timing and other conditions in accordance with the Group’s refund policies. The number of refund requests that the Group receives and the amount of refunds could be affected by a number of factors, many of which are beyond the Group’s control.No impairment of contract cost assets for the continuing operations was recognized for the years ended December 31, 2020, 2021 and 2022. Contract liability Contract liability is related to the payments received by the Group in advance from customers representing the Group’s obligations to provide services to customers. The Group generally receives contract payments in advance and records the consideration as advances from customers. Given that the Group permits refund of fees corresponding to remaining undelivered services when customers withdraw contracts with the Group, contract liability does not include the amounts that may be refunded in the future if customers withdraw for any remaining undelivered lessons. The refund liability was estimated based on the historical refund data and the length of remaining period customers are eligible for refund for each contract at the end of each reporting period. As of December 31, 2020 December 31, 2021 December 31, 2022 US$ US$ US$ Contract liability — 2,770 15,025 Refund liability — 45 121 Deposits from students — 59 21 Advances from students — 2,874 15,167 The additions to the contract liability balance were primarily due to cash collections received in advance of gaining performance obligations, while the reductions to the contract liability balance were primarily due to the recognition of revenues upon fulfillment of performance obligations, as well as refund of fees corresponding to any remaining undelivered services when customers withdraw contracts with the Group within certain period after the purchase, all of which were in the ordinary course of business. US $2,401 of revenues recognized in year ended December 31, 2022 was included in the contract liability balance as of January 1, 2022. No revenue was recognized in the year ended December 31, 2022 from performance obligations satisfied (or partially satisfied) in previous periods. As of December 31, 2022, the aggregate amount of transaction price allocated to unsatisfied performance obligations is US $15,025. These revenues will be recognized at the discretion of customers. The Group expects to recognize substantially all of this balance as revenue over the next 6 to 18 months, and the remainder thereafter. n Cost of revenues Cost of revenues primarily includes service expenses involved in the delivery of paid courses and payment processing fees paid to payment channels for processing the payments from students, as these components are necessary to obtain the net revenues. These costs are expensed as incurred except for payment processing fees associated with advances from students, which are recognized in the period in which the related revenues are recognized. The indirect cost of server, bandwidth is expensed as incurred. 2 Significant Accounting Policies (Continued) o Product development expenses Product development expenses consist primarily of payroll-related expenses incurred for the innovation of course content, as well as the development and enhancement to the Group’s websites and platforms of applications. The Group expenses all costs incurred for the planning and post implementation phases of development and costs associated with repair or maintenance of the existing platform. Since the inception, the amount of costs qualifying for capitalization has been immaterial and, as a result, all development costs have been expensed as incurred. p Sales and marketing expenses Sales and marketing expenses consist primarily of marketing and promotional expenses, salaries and benefits expenses related to the Group’s sales and marketing personnel and office rental, depreciation and other expenses related to the Group’s sales and marketing team. The Group capitalizes incremental cost to obtain contracts with customers, including sales commissions to sales personnel and distribution agents, as well as certain cash incentive for customer. Amortization of related contract cost assets is recognized as sales and marketing expenses. Advertising expenses consist primarily of costs for the promotion of corporate image and product marketing. The Group expenses all advertising costs as incurred and classifies these costs under sales and marketing expenses. For the years ended December 31, 2020, 2021 and 2022, the advertising expenses were nil, US $772 and US $5,101, respectively. q Operating leases The Group has operating leases primarily for office space. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Group obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the Group’s operating leases, the Group generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating right of use assets are generally recognized based on the amount of the initial measurement of the lease liability. The Group’s leases have remaining lease terms of up to two years. Lease expense is recognized on a straight-line basis over the lease term. Operating leases are included in operating lease right of use assets, short-term lease liabilities and long-term liabilities on the Group’s consolidated balance sheets. When a lease is terminated in its entirety, there should be no remaining lease liability or right-of-use asset. Any difference between the carrying amounts of the right-of-use asset and the lease liability should be recorded in consolidated statements of comprehensive income/(loss) as a gain or loss; if a termination penalty is paid, that amount should be included in the gain or loss on termination. The Group elected the short-term lease exemption for all contracts with lease terms of 12 months or less. Rental expenses incurred were nil, US $263 and US $699 for the years ended December 31, 2020, 2021 and 2022, respectively. 2 Significant Accounting Policies (Continued) r Share-based compensation The Group accounts for share-based awards granted to employees in accordance with ASC 718. In accordance with the guidance, the Group determines whether a share-based award should be classified and accounted for as a liability award or equity award. For options granted to employees, the related share-based compensation expense is recognized in the financial statements based on their grant date fair values, which are calculated using the binomial option pricing model. The binomial option pricing model requires a number of complex assumptions. The determination of the fair value is affected by the share price as well as assumptions regarding a number of complex and subjective variables, including the expected share price volatility, actual and projected employee share option exercise behavior, risk-free interest rates and expected dividends. Share-based compensation expense is recorded net of estimated forfeitures, such that expenses are recorded only for those share-based awards that are expected to ultimately vest. The forfeiture rate is the estimated annual rate at which unvested awards will be forfeited during the next year, which differs significantly by employee group. For directors and executive officers, the forfeiture rate is estimated to be zero because the possibility of termination of current management is remote. For employees, the forfeitures of stock options are estimated by historical actual forfeitures due to grantees’ termination prior to vesting, and the forfeiture rate will be adjusted over the requisite service period to the extent that actual forfeiture rate differs, or is expected to differ from such estimates. Changes in the estimated forfeiture rate will be recognized through a cumulative catch-up adjustment in the period of change. Share-based compensation expenses were allocated to operating expenses as follows: For the year ended December 31, 2020 2021 2022 US$ US$ US$ Sales and marketing expenses — (106) (17) Product development expenses — 4 (149) General and administrative expenses — (117) (546) Total — (219) (712) s Employee benefits PRC Contribution Plan Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiary and consolidated VIEs of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefit expenses of continuing operations, which were expensed as incurred, were approximately nil, US$120 and US$779 for the years ended December 31, 2020, 2021, and 2022, respectively. Philippine Contribution Plan and Employee Benefit Plan The Company’s subsidiaries and VIE in the Philippines participate in government mandated, multiemployer, defined contribution plans, including Social Security System (‘‘SSS Benefits’’), Home Development Mutual Fund (‘‘Pag-IBIG Fund’’) and Philippine Health Insurance Corporation (‘‘Phil-Health’’). Pursuance to these plans certain retirement, medical and housing benefits are provided to full-time employees. Obligations for contributions to these defined contribution plans are recognized as expenses in the consolidated statements of comprehensive income/(loss) as incurred. The total amounts for such employee benefits were nil,US$65 and US $83 for the years ended December 31, 2020, 2021 and 2022, respectively. 2 Significant Accounting Policies (Continued) Philippines also participate in a defined benefits plan, which was unfunded as of December 31, 2022. The liability recognized in the consolidated balance sheets in respect of defined benefit plan is the present value of the defined benefit obligation at the end of the reporting period. Changes in the present value of the defined benefit obligation are included in operating expenses in the consolidated statements of comprehensive income/(loss). The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The total liabilities for such employee benefits were US $203 and US as of t Taxation Income taxes Current income taxes are provided on the basis of income/ (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statement of comprehensive income/(loss) in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized. Uncertain tax positions In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Group recognizes interest and penalties, if any, under accrued expenses and other current liabilities on its consolidated balance sheet and under other expenses in its consolidated statement of comprehensive income/(loss). The Group evaluates each uncertain tax position (include the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. The Company is subject to tax in local and foreign jurisdictions. As a result of its business activities, the Company will file tax returns that are subject to examination by the relevant tax authorities. Tax returns of the Company’s major subsidiaries in PRC, Hong Kong and Philippines remain subject to examination by relevant tax authorities for five years, six years and three years, respectively, from the date of filing. The continuing operations of the Company does not have any liabilities for uncer |
Risks and Concentration
Risks and Concentration | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Concentration | |
Risks and Concentration | 3 Risks and Concentration a Credit risk Financial instruments that potentially subject the Group to concentration of credit risk consist primarily of cash and cash equivalents and time deposits. The Group limits its exposure to credit loss by depositing its cash and cash equivalents and time deposits with financial institutions in the PRC, Hong Kong, Philippines, Singapore, Malaysia and the United States, which are among the largest and most reputable banks with high ratings from internationally-recognized rating agencies, which management believes are of high credit quality. The Group periodically reviews these institutions’ reputations, track records and reported reserves. As of December 31, 2021 and 2022, the Group had US$3,824 and US$5,136 in cash and cash equivalents with large banks in Hong Kong, respectively. Hong Kong has an official Deposit Protection Scheme (DPS), similar to the Federal Deposit Insurance Corporation (FDIC) in the United States. Deposits in the licensed banks are protected by DPS, up to a limit of HKD500. In addition, the Group believes that the risk of failure of the Hong Kong bank is remote. As of December 31, 2021 and 2022, the Group had US$1,098 and US$2,814 in cash and cash equivalents, US$17,614 and nil in time deposits with large domestic banks in China, respectively. In May 2015, a new Deposit Insurance System (DIS) managed by the People’s Bank of China (‘‘PBOC’’) was implemented by the Chinese government. Deposits in the licensed banks are protected by DIS, up to a limit of RMB500. In addition, the Group believes that the risk of failure of the banks in China is remote. 3 Risks and Concentration (Continued) b Major customers and supplying channels There were no customers whose revenues individually represent greater than 10% of the total revenues of the Group for the years ended December 31, 2020, 2021 and 2022. Also there were no distribution channels that individually represent greater than 10% of the total revenues of the Group for the years ended December 31, 2020, 2021 and 2022. c Concentration of foreign currency risks For the years ended December 31, 2020 and 2021, the majority of the Group’s revenues derived were in RMB. As the Group began to focus on international business and divesting the China Mainland Business from 2022, the majority of the Group’s revenues derived were in USD. What’s more, effective January 1, 2022, the Company chooses to change its reporting currency from RMB to USD. The financial statements of these subsidiaries which operates in China and Philippine are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income/(loss) as a component of stockholders’ equity. Unrealized foreign exchange gains and losses due to re-measurement of monetary assets and liabilities denominated in non-functional currencies as well as realized foreign exchange gains and losses on foreign exchange transactions are recorded in other income (expense), net in the consolidated statements of operations. d Foreign currency exchange rate risks From 2022, most of the Group’s revenues generated from the international business and denominated in USD. However, as the request of service fee payments to all of the Philippine tutors, a significant portion of the costs are incurred in Philippine Pesos. The Philippines continues to experience inflation, currency declines and shortages of foreign exchange. The Group also has a portion of operating expenses denominated in RMB. The value of RMB against the U.S. dollar may fluctuate significantly and unpredictably. The fluctuations of the RMB against the US$ was approximately 6.5% depreciation, 2.3% depreciation and 9.2% appreciation in 2020, 2021 and 2022, respectively. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the US$ in the future. The Group is exposed to the risk of cost increases due to inflation in the Philippines and the depreciation of Renminbi. As the Group currently engages a third-party vendor to handle the payment of the service fees of the independently contracted tutors in the Philippines, and the Group settles the balance with them in U.S.dollars, the Group is also exposed to the risk of an increase in the value of the U.S.dollar relative to Renminbi. The Group does not currently engage in any transactions as a hedge against risk of loss due to foreign currency fluctuations. |
Discontinued operation
Discontinued operation | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued operation | |
Discontinued operation | 4 Discontinued operation Deconsolidation of China Mainland Business On June 24, 2022, the Company completed a definitive share purchase agreement with Dasheng Holding (HK) Limited (“Dasheng Holding”), an entity controlled by Mr. Jiajia Jack Huang, chairman of the board of directors and Chief Executive Officer of the Company. Jiajia Jack Huang, through Dasheng Holding, acquired all of the Company’s online English tutoring businesses in China mainland, including all associated liabilities and assets (the “China Mainland Business”). The excess of the consideration over the carry value of the net assets of the China Mainland Business was recorded to the additional paid in capital because Jack Huang is a significant shareholder of the company. In the Share Purchase Agreement, the Company is granted a right to purchase the China Mainland Business with an exercise price equal to US$0.001. The expiration date for exercise of the Warrant will be the 5th anniversary of June 30, 2022. It’s unlikely that the Warrant will become exercisable because the exercise of Warrant shall be subject to the Opinions issued by the General Office of the CPC Central Committee and the General Office of the State Council, as well as requirements of competent government authorities. 4 Discontinued operation (Continued) The Company participated significantly in the design or redesign of the China Mainland Business and the China Mainland Business is designed so that substantially all of its activities either involve or are conducted on behalf of the Company. The Company provided more than half of the total of the equity, subordinated debt, and other forms of subordinated financial support to the China Mainland Business based on an analysis of the fair values of the interests in the China Mainland Business. The China Mainland Business would be deemed to be a VIE considering there is insufficient equity investment at risk and the equity at risk, if any, lacks the right to receive the expected residual returns with the existence of the Warrant. For primary beneficiary identification, the Company has variable return but does not have power over the Mainland China Business. And Mr. Jack Jiajia Huang, as the only ultimate shareholder of the Mainland China Business, meets both the power and losses/benefits criterion, he is deemed to be the primary beneficiary of the Mainland China Business. Therefore, upon completion of the divesture on June 30, 2022, the Company lost its control over the Mainland China Business. Accordingly, the Company deconsolidated the China Mainland Business financial statements, effective since June 30, 2022, referred to as the “China Mainland Business Deconsolidation”. The divesture represented a strategic shift that had a major effect on the Group’s operations and financial results and was accounted for as discontinued operations. The Group has classified the historical financial results of China Mainland business as discontinued operations in the Group’s consolidated statements of comprehensive income/(loss) for all periods presented. Additionally, the related assets and liabilities associated with discontinued operations in the prior year consolidated balance sheet were classified as assets/liabilities held for sale to provide the comparable financial information. As a result of the China Mainland Business Deconsolidation, the Company reevaluated its operating segments (Note 17). In connection with the China Mainland Business Deconsolidation, the Company recorded a gain on deconsolidation of $152,980 which is included in additional paid in capital, net of tax of nil, in the consolidated balance sheets, as the transaction with shareholder of the Group. Upon completion of the transaction, the Company’s ownership interest in the China Mainland Business from 100% as of December 31, 2021 decreased to nil (Note 1). Accordingly, assets, liabilities, revenues and expenses and cash flows related to the China Mainland Business have been reclassified in the consolidated financial statements as discontinued operations for all periods presented. 4 Discontinued operation (Continued) The assets and liabilities are included in the captions “Current assets held-for-sale”, “Non-current assets held-for-sale”, “Current liabilities held-for-sale” and “Non-current liabilities held-for-sale”, in the accompanying balance sheets at December 31, 2021 and consist of the following: As of December 31, 2021 US$ Cash and cash equivalents 9,069 Restricted cash 7,929 Time deposits 1,098 Short-term investments 90,652 Inventory 169 Prepaid expenses and other current assets 8,695 Current assets held-for-sale 117,612 Property and equipment, net 2,521 Intangible assets, net 1,642 Right-of-use assets 4,218 Time deposits 4,705 Deferred tax assets 8,882 Other non-current assets 689 Non-current assets held-for-sale 22,657 Advances from students——current 271,640 Accrued expenses and other current liabilities 11,918 Lease liabilities——current 2,227 Taxes payable 4,301 Current liabilities held-for-sale 290,086 Advances from students——non-current 177 Lease liabilities——non-current 2,217 Other non-current liabilities 39 Non-current liabilities held-for-sale 2,433 4 Discontinued operation (Continued) The condensed cash flows of China Mainland Business were as follows for the years ended December 31, 2020 and 2021 and for the period from January 1, 2022 through June 30, 2022, the date immediately preceding the China Mainland Business Deconsolidation, are included in the consolidated statements of cash flows of the Company as cash flow from discontinued operations: For the year ended For the period from January 1, 2022 2020 2021 through June 30,2022 US$ US$ US$ Net cash provided by/(used in) operating activities 104,184 (100,046) (47,630) Net cash (used in)/ provided by investing activities (105,988) 92,661 10,149 Net cash provided by/(used in) financing activities 1,288 (25,926) 20,484 China Mainland Business results of operations for the period from January 1, 2022 through June 30, 2022, the date immediately preceding the China Mainland Business Deconsolidation, and for the years ended December 31, 2020 and 2021, shown in the table below, are included in the consolidated comprehensive income/(loss) as “net income/(loss) from the discontinued operations, net of income taxes” for those respective periods, after intercompany eliminations, as applicable. For the year ended For the period from January 1, 2022 2020 2021 through June 30, 2022 US$ US$ US$ Major classes of line items constituting pretax profit of discontinued operations Net revenues 297,516 337,029 14,910 Cost of revenues (84,018) (86,241) (20,476) Gross profit/(loss) 213,498 250,788 (5,566) Operating expenses: Sales and marketing expenses (150,132) (161,148) (8,225) Product development expenses (23,601) (27,514) (1,839) General and administrative expenses (31,025) (48,506) (13,804) Goodwill and intangibles impairment — (4,976) — Total operating expenses (204,758) (242,144) (23,868) Other income 6,264 3,586 460 Income/(loss) from discontinued operations 15,004 12,230 (28,974) Other income, net 5,585 3,405 1,107 Income/(loss) before income tax 20,589 15,635 (27,867) Income tax benefits/(expenses) 652 7,294 (1,845) Net income/(loss) from discontinued operations, net of income tax 21,241 22,929 (29,712) |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid expenses and other current assets | |
Prepaid expenses and other current assets | 5 Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: As of December 31, 2021 2022 US$ US$ Costs to obtain contracts with customers — 1,457 Cost to collect tuition fee from third-party payment channel — 302 Prepaid taxes 341 280 Deposit in third-party payment channel 380 278 Prepaid advertising expenses — 172 Prepaid professional service fees 119 164 Prepaid rental and other deposits 226 138 Prepaid Directors & Officers insurance 128 120 Others* 1,333 598 Total 2,527 3,509 *The balance as of December 31, 2022 includes US $445 receivable from employees of China Mainland Business and the Group received US $445 from China Mainland Business to transfer the creditor’s rights with employees to China Mainland Business in March 2023. |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment, net | |
Property and equipment, net | 6 Property and equipment, net Property and equipment consist of the following: As of December 31, 2021 2022 US$ US$ Computers and equipment 2,073 1,235 Furniture and fixtures 514 7 Leasehold improvement 1,849 1 Total 4,436 1,243 Less: Accumulated depreciation (4,288) (1,218) Property and equipment, net 148 25 For the years ended December 31, 2020, 2021 and 2022, depreciation expenses amounted to nil, US$92 and US$91, respectively. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets, net | |
Intangible assets, net | 7 Intangible assets, net The following table summarizes the Group’s intangible assets, net: As of December 31, 2021 2022 US$ US$ Copyright for teaching materials 120 120 Computer software 5 5 Total 125 125 Less: Accumulated amortization (9) (21) Intangible assets, net 116 104 For the years ended December 31, 2020, 2021 and 2022, amortization expenses amounted to nil, US$5 and US$12 respectively. For the years ended December 31, 2020, 2021 and 2022, there is no intangibles impairment to be recognized. 7 Intangible assets, net (Continued) As of December 31, 2022, amortization expense of intangible assets for future years is expected to be as follows: Amortization Expense US$ 2023 12 2024 12 2025 12 2026 12 2027 and thereafter 56 104 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases | |
Operating Leases | 8 Operating Leases Leases are classified as operating leases or finance leases in accordance with ASC842. The Group has operating leases for office space that the Group utilizes under lease arrangements. For leases with terms greater than 12 months, the Group records the related assets and lease liability at the present value of lease payments over the terms. Certain leases include rental escalation clauses, renewal options and/or termination options, which are factored into the Group’s determination of lease payments when appropriate. The components of lease expense for the years ended December 31, 2020, 2021 and 2022 were as follows: For the year ended December 31, 2020 December 31, 2021 December 31, 2022 US$ US$ US$ Operating lease cost — 263 662 Lease cost for leases with terms less than one year — — 37 Total lease cost — 263 699 For the year ended December 31, 2020, 2021 and 2022, there is no variable lease cost and sublease income recognized in the consolidated financial statements of the Group. Maturities of lease liabilities were as follows: As of December 31, 2022 US$ 2023 435 2024 326 2025 — 2026 — 2027 and thereafter — Total undiscounted lease payments 761 Less: imputed interest (27) Total lease liabilities 734 8 Operating Leases (Continued) The following table provides a summary of the Group’s lease terms and discount rates as of December 31, 2021 and 2022: As of December 31, As of December 31, 2021 2022 Weighted average remaining lease term(years) 2.29 1.59 Weighted average discount rate(percentage) 5.43 % 4.75 % Supplemental information related to the Group’s operating leases for the year ended December 31, 2020, 2021 and 2022 are as follows: For the year ended December 31, For the year ended December 31, For the year ended December 31, 2020 2021 2022 Cash paid for operating leases — 1,424 466 Right-of-use assets obtained in exchange for operating lease liabilities — 151 863 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | 9 Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: As of December 31, 2021 2022 US$ US$ Salaries, welfare and outsourcing fee payable 1,382 1,916 Accrued advertising and other expenses 647 1,596 Accrued professional service fees 820 613 Accrued rental and property management fees 71 71 Accrued staff reimbursements 5 49 Others 247 96 Total 3,172 4,341 |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2022 | |
Taxation | |
Taxation | 10 Taxation Income taxes Cayman Islands Under the current tax laws of the Cayman Islands, the Company is not subject to tax on income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong Commencing from the year of assessment 2019/2020, the first HK$2 million of profits earned by the Group’s subsidiaries incorporated in Hong Kong will be taxed at half the current tax rate (i.e., 8.25%) while the remaining profits will continue to be taxed at the existing 16.5% tax rate. Payments of dividends by the subsidiary to the Company are not subject to withholding tax in Hong Kong. Singapore The Company’s subsidiary, HelloWorld Online Education PTE.LTD, is considered Singapore tax resident enterprise under Singapore tax laws; accordingly, it is subject to enterprise income tax on its taxable income as determined under Singapore tax laws at a statutory tax rate of 17%. 10 Taxation (Continued) Malaysia The Company’s subsidiary, 51TALK TRAINING SDN.BHD, is established in Malaysia and its income is subject to Malaysia tax laws. The income tax rate is 17% for the first MYR500,000 ($113,230) taxable income and 24% thereafter. Philippines Entities incorporated in Philippines are subject to enterprise income tax in the Philippines at a rate of 25%. As of December 31, 2021 and 2022, the Company’s subsidiaries in Philippines had an accumulated profit. Philippines Co II has been registered with the Philippine Economic Zone Authority, or PEZA, as an Eco zone IT Enterprise since December 19, 2014. As such, it is entitled to an income tax holiday, or 100% exemption from corporate income tax, for four years from its PEZA registration, the tax and duty free importation of raw materials, capital equipment, machineries and spare parts, VAT zero-rating for local purchases of goods and services, and exemption from payment of local government imposts, fees, licenses, and taxes, and exemption from expanded withholding tax under Philippines tax law. In February 2022, Philippine Co II left the PEZA offices in Alpha and Bacolod and the tax holiday ended. Payments of dividends by Philippines Co II and Philippines Co III are subject to withholding tax in the Philippines at the rate of 25%. As of December 31, 2020, 2021 and 2022, the Group did not record any withholding tax on the retained earnings of its subsidiaries in the Philippines, as the impact was immaterial as of December 31, 2020, 2021 and 2022. In addition to the 25% corporate income tax, Philippines Co III is also subjected to 12% of Value Added Tax on all income generated within the Philippines. PRC Withholding Tax on Dividends The EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign-invested entity (“FIE”) to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Such withholding income tax was exempted under the Previous EIT Law. The Cayman Islands, where the Company incorporated, does not have such tax treaty with China. According to the arrangement between China Mainland and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE). The State Administration of Taxation (“SAT”) further promulgated Notice 9 on February 3, 2018, which provides that a “beneficial owner” refers to a person who has ownership and disposal rights to the income or any rights and assets arising from such income, and the tax authority is discretionary to determine whether an enterprise is determined as a “beneficial owner.” As of December 31, 2020, 2021 and 2022, the Company did not record any withholding tax on the retained earnings of its subsidiary as they were still in accumulated deficit positions. For the year ended December 31, 2020 2021 2022 International PRC International PRC International PRC entities entities Total entities entities Total entities entities Total US$ US$ US$ US$ US$ US$ US$ US$ US$ Income/(loss) before income tax expenses — — — (1,826) (2,265) (4,091) (14,358) 1,574 (12,784) Current income tax expenses — — — 48 — 48 50 — 50 Deferred income tax expenses/(benefits) — — — 52 — 52 10 — 10 Income tax expenses/(benefits) — — — 100 — 100 60 — 60 10 Taxation (Continued) The combined effects of the income tax exemption and reduction available to the Group are as follows (in thousands, except per share data): Year Ended December 31, 2020 2021 2022 Tax holiday effect — — — Basic and diluted loss per share effect — 0.00 0.00 Reconciliation of the differences between statutory tax rate and the effective tax rate: Reconciliation of the differences between the PRC statutory tax rate of 25% and the Group’s effective tax rate is as follows: As of December 31, 2020 2021 2022 PRC statutory tax rate — 25 % 25 % Effect on tax rates in different tax jurisdiction — (2.68) % (15.40) % Effect on tax holiday — (0.01) % 0.00 % Changes in valuation allowance — (17.26) % (5.69) % Permanent book-tax differences—non-deductible expenses — (7.49) % (4.38) % Effective tax rate — (2.44) % (0.47) % c. Deferred Tax Assets and Liabilities Deferred taxes were measured using the enacted tax rates for the periods in which they are expected to be reversed. Significant components of the Group’s deferred tax assets are as follows: As of December 31, 2021 2022 US$ US$ Deferred tax assets Tax loss carryforwards 3,715 4,763 Defined benefits liabilities 38 24 Accruals and other liabilities 1 2 Share-based compensation (83) (39) Less: Valuation allowance (3,633) (4,361) Total deferred tax assets, net 38 389 Deferred tax liabilities Unrealized foreign exchange gain — (109) Contract costs related assets — (364) Total deferred tax liabilities — (473) Net deferred tax asset/(liabilities ) 38 (84) US$177, US$4,371, US$6,591, US$2,246 and US$9,422 of the tax loss carryforwards will expire in the years ended December 31, 2023, 2024, 2025, 2026 and 2027, respectively. 10 Taxation (Continued) The Group’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the Group’s business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Group’s income tax provision would increase or decrease in the period in which the assessment is changed. Movement of Valuation Allowance The following table shows the movement of valuation allowance for the periods presented: For the year ended December 31, 2020 2021 2022 US$ US$ US$ Balance at beginning of the year — — (3,633) Provision — (3,633) (1,259) Current period reversal — — 531 Balance at end of the year — (3,633) (4,361) |
Ordinary shares
Ordinary shares | 12 Months Ended |
Dec. 31, 2022 | |
Ordinary shares. | |
Ordinary shares | 11 Ordinary shares Immediately prior to the completion of the IPO, the Company adopted a dual class share structure. All of the outstanding ordinary shares prior to the completion of the IPO were automatically redesignated or converted into Class B ordinary shares on a one-for-one basis, and all ordinary shares issued in or after the completion of the IPO are Class A ordinary shares. All share-based awards, regardless of grant dates, will entitle holders to the equivalent number of Class A shares once the vesting and exercising conditions on such share-based compensation awards are met. Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as may otherwise be required by law. Each holder of class A ordinary shares is intitled to one vote per share and each holder of class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. On June 4, 2020, the Company completed its follow-on offering on the New York Stock Exchange. The Company sold 4,907,100 Class A ordinary shares at US$1.27 per share, including the exercise of the over-allotment option. The total gross capital raise was approximately US$6,216. As of December 31, 2021 and 2022, 1,500,000,000 ordinary shares have been authorized, including (i) 1,000,000,000 Class A ordinary shares of a par value of US$0.0001 each, (ii) 350,000,000 Class B ordinary shares of a par value of US$0.0001 each and (iii) 150,000,000 shares of a par value of US$0.0001 each of such class or classes however designated by the Board of Directors. As of December 31, 2020, 325,733,064 ordinary shares have been issued, of which 196,045,898 were Class A ordinary shares and 129,687,166 were Class B ordinary shares. 323,640,564 ordinary shares are outstanding, of which 193,953,398 were Class A ordinary shares and 129,687,166 were Class B ordinary shares. The movement of Class A ordinary shares for the year ended 2020 includes exercise of share options of 5,103,015 shares, settlement of RSU by new issuance of 1,865,055 shares, follow-on public offering of 4,907,100 shares, repurchase of class A ordinary shares of 2,094,000 shares, treasury shares used in settlement of restricted shares of 1,808,220 shares and Class B ordinary shares conversion to Class A ordinary shares of 93,426,495 shares. The movement of Class B ordinary shares for the year ended 2020 includes Class B ordinary shares conversion to Class A ordinary shares of 93,426,495 shares. As of December 31, 2021, 337,489,751 ordinary shares have been issued, of which 233,882,749 were Class A ordinary shares and 103,607,002 were Class B ordinary shares. 333,581,801 ordinary shares are outstanding, of which 229,974,799 were Class A ordinary shares and 103,607,002 were Class B ordinary shares. The movement of Class A ordinary shares for the year ended 2021 includes exercise of share options of 4,287,360 shares, settlement of RSU by new issuance of 4,243,680 shares, issuance for acquisition of subsidiaries of 3,225,647 shares, repurchase of class A ordinary shares of 1,815,450 shares and Class B ordinary shares conversion to Class A ordinary shares of 26,080,164 shares. The movement of Class B ordinary shares for the year ended 2021 includes Class B ordinary shares conversion to Class A ordinary shares of 26,080,164 shares. 11 Ordinary shares (Continued) As of December 31, 2022, 337,816,197 ordinary shares have been issued, of which 234,209,217 were Class A ordinary shares and 103,606,980 were Class B ordinary shares. 337,816,197 ordinary shares are outstanding, of which 234,209,217 were Class A ordinary shares and 103,606,980 were Class B ordinary shares. The movement of Class A ordinary shares for the year ended 2022 includes exercise of share options of 34,995 shares, settlement of RSU by new issuance of 291,495 shares, treasury shares used in settlement of restricted shares of 3,907,950 shares and cancelation of 22 shares. The movement of Class B ordinary shares for the year ended 2022 includes cancelation of 22 shares. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation | |
Share-based Compensation | 12 Share-based Compensation The Company adopted 2013 Employee Stock Option Plan (the “2013 Plan”), 2014 Employee Stock Option Plan (the “2014 Plan”, collectively the “Pre-IPO Plans”). In May 2016, the Company adopted the 2016 Share Incentive Plan (“2016 Plan”). The Pre-IPO Plans and 2016 Plan allow the plan administrator to grant stock options, share appreciation rights, dividend equivalent right, restricted share units and restricted shares to employees, directors and consultants of the Company and its affiliates, up to a maximum of 36,229,922 and 4,600,000 Class A ordinary shares, respectively, plus an annual increase of 1.5% of the total outstanding share capital as of December 31 of the immediately preceding calendar year on the first day of each fiscal year, beginning in 2017, or such lesser number of Class A ordinary shares as determined by the board of directors of the Company. If an award under the Pre-IPO Plans terminates, expires or lapses, or is cancelled for any reason, ordinary shares subject to the award become available for the grant of a new award under the 2016 Plan. As of December 31, 2022, after consideration of adjustments for the annual increase and other changes, a total of 21,209,627 Class A ordinary shares are available under the plans. Under the 2013 Plan and 2014 Plan, the Company granted options to employees. All options granted have a contractual term of ten years, and most of options vest over a three-year or four-year requisite service period, depending on the terms of each award agreement. And granted options generally follow one of the three vesting schedules (“Schedule A”, “Schedule B”, “Schedule C”) below: ● Schedule A: one half (½) of which vest upon the second anniversary of the date of vesting commencement date and 25% of the options vest at the third and fourth anniversary respectively; ● Schedule B: 25% of the options vest at each of the four anniversaries; ● Schedule C: 33% of the options vest at each of the three anniversaries; The Company granted restricted share units (“RSUs”) under the 2016 Plan. Most of RSUs vest over a period of two-year or four-year requisite service period. And granted RSUs generally follow one of the four vesting schedules (“Schedule D”, “Schedule E”, “Schedule F”, “Schedule G”, “Schedule H”) below: ● Schedule D: one half (½) of which vest upon the second anniversary of the date of vesting commencement date and 25% of the options vest at the third and fourth anniversary respectively ● Schedule E: 6.25% of the RSUs vest at each of the sixteen quarters after vesting commencement date; ● Schedule F: 25% of the RSUs vest at each of the four anniversaries; ● Schedule G: 50% of the RSUs vest at each of the two anniversaries; ● Schedule H: 25% of the RSUs vest at each half year of the two anniversaries; For the years ended December 31, 2020, 2021 and 2022, total share-based compensation expenses recognized were nil, US$219 and US$712, respectively. As of December 31, 2022, the unrecognized compensation cost was US$815. These amounts are expected to be recognized over a weighted average period of 1.39 years. 12 Share-based Compensation (Continued) Stock options The Group uses the Binomial option pricing model to estimate the fair value of stock options. The assumptions used to value the Company’s option grants were as follows: For the year ended December 31, 2020 2021 2022 Stock options: Contractual term (in years) 10.00-10.00 10.00-10.00 — Expected volatility 51.0%-58.0% 57.7%-59.4% — Exercise multiple 2.2-2.8 2.2-2.8 — Expected dividend yield — — — Risk-free interest rate (per annum) 0.66%-1.92% 1.45%-1.87% — Expected forfeiture rate (post-vesting) — — — The Group estimated the risk-free rate based on the yield to maturity of U.S. treasury bonds denominated in USD at the option valuation date. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at the time the option is exercised, based on a consideration of empirical studies on the actual exercise behavior of employees. The expected volatility at the date of grant date and each option valuation date was estimated based on the historical stock prices of comparable companies. The Group has never declared or paid any cash dividends on its capital stock, and the Group does not anticipate any dividend payments in the foreseeable future. The following table sets forth the summary of option activities under the Company’s 2013 Plan and 2014 Plan: Weighted Weighted Average Average Remaining Weighted Average Options Exercise Contractual Aggregate Intrinsic Grant Date Fair Outstanding Price Life Value Value US$ (In years) US$ US$ December 31, 2020 19,349,805 0.2313 5.40 30,495 0.5231 Granted 1,280,000 0.4410 — — 0.6204 Exercised (4,287,360) 0.1846 — — 0.6536 Expired — — — — — Forfeited or cancelled (5,094,290) 0.4941 — — 0.6746 December 31, 2021 11,248,155 0.1540 3.77 (824) 0.4158 Granted — — — — — Exercised (34,995) 0.0500 — — 0.3066 Expired — — — — — Forfeited or cancelled (835,760) 0.4131 — — 0.6153 December 31, 2022 10,377,400 0.1334 2.71 (295) 0.4001 Vested and expected to vest as of December 31, 2022 10,268,256 0.1319 0.99 (276) 0.4003 Exercisable as of December 31, 2022 9,988,385 0.1258 0.81 (207) 0.3982 The aggregate intrinsic value is calculated as the difference between the estimated fair value of the underlying stock at each reporting date and the exercise price of the underlying awards. 12 Share-based Compensation (Continued) RSUs The following table sets forth the summary of the restricted share units’ activities in 2021 and 2022: Number of Weighted Average RSUs Grant Date Fair Value US$ December 31, 2020 7,430,024 0.86 Granted 4,336,815 1.04 Vested (4,243,680) 0.95 Forfeited (4,643,094) 0.94 December 31, 2021 2,880,065 0.86 Granted 11,042,990 0.08 Vested (4,199,445) 0.37 Forfeited (2,118,691) 0.34 December 31, 2022 7,604,919 0.14 |
Net income_(loss) per share
Net income/(loss) per share | 12 Months Ended |
Dec. 31, 2022 | |
Net income/(loss) per share | |
Net income/(loss) per share | 13 Net income/(loss) per share Basic net income/(loss) per share is computed using the weighted average number of the ordinary shares outstanding during the period. Diluted earnings per share (‘‘EPS’’) is computed using the weighted average number of ordinary shares and potential ordinary shares outstanding during the period under the treasury stock method. For the years ended December 31, 2020 and 2021, as the Company is in a net loss position for the continuing operations, the potential ordinary shares were anti-dilutive and excluded from the calculation of diluted net loss per share. For the years ended December 31, 2020 and 2021, stock options to purchase ordinary shares and restricted share units that were anti-dilutive and excluded from the calculation of diluted net income per share of the Company were 21,949,428 and 11,453,175 respectively, on a weighted average basis. For the years ended December 31, 2022, stock options to purchase ordinary shares and restricted share units that were anti-dilutive and excluded from the calculation of diluted net loss per share of the Company were 13,657,466 on a weighted average basis. 13 Net income/(loss) per share (Continued) The following table sets forth the computation of basic and diluted net loss per share for the periods: For the year ended December 31, 2020 2021 2022 US$ US$ US$ Numerator: Net income/(loss) for discontinued operations 21,241 22,929 (29,712) Denominator: Weighted average ordinary shares outstanding —basic 319,553,690 328,484,502 335,640,275 —diluted 319,553,690 328,484,502 335,640,275 Basic net income/(loss) per share attributable to ordinary shareholders 0.07 0.07 (0.09) Diluted net income/(loss) per share attributable to ordinary shareholders 0.07 0.07 (0.09) Basic net income/(loss) per ADS* attributable to ordinary shareholders 3.99 4.19 (5.31) Diluted net income/(loss) per ADS* attributable to ordinary shareholders 3.99 4.19 (5.31) Numerator: Net loss for continuing operations — (4,191) (12,844) Denominator: Weighted average ordinary shares outstanding —basic 319,553,690 328,484,502 335,640,275 —diluted 319,553,690 328,484,502 335,640,275 Basic net income/(loss) per share attributable to ordinary shareholders — (0.01) (0.04) Diluted net income/(loss) per share attributable to ordinary shareholders — (0.01) (0.04) Basic net income/(loss) per ADS* attributable to ordinary shareholders — (0.77) (2.30) Diluted net income/(loss) per ADS* attributable to ordinary shareholders — (0.77) (2.30) *In December 2022, the Company changed the ratio of American depositary shares (“ADSs”) to Class A ordinary shares (the “ADS Ratio”) from one ADS representing fifteen Class A ordinary shares to one ADS representing sixty Class A ordinary shares . |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | 14 Commitments and contingencies a Commitments Future minimum lease payments for operating lease liabilities as of December 31, 2022 are disclosed in Note 8. As of December 31, 2022, the Group’s future minimum commitments under non-cancelable agreements were as follows: Less than One Over One Total Year Year US$ US$ US$ Purchase commitments 25 25 — Total 25 25 — Purchase commitments mainly include commitments for enterprise routine operations. b Contingencies There are no claims, lawsuits, investigations and proceedings, including un-asserted claims that are probable to be assessed, that have in the recent past had, or to the Group’s knowledge, are reasonably possible to have, a material change on the Group’s financial position results of operations or cash flow. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Related party transactions | 15 Related party transactions Name of entity Relationships with the Group Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs Controlled by the CEO of the Group During the years ended December 31, 2022, the Group had the following material related party transactions: (a) Transactions with related parties For the year ended December 31, 2020 2021 2022 US$ US$ US$ Services provided to Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs Agent services provided to the Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs* — — 92 Services received from Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs Product development labor service — — 505 Internet service — — 56 *Agent services provided to Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs mainly refer to the sale of management service of Philippines tutors, and these Philippine tutors would deliver the lessons services to the students in Mainland China. (b) Balances with related parties As of December, 31 2021 2022 US$ US$ Amounts due to Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs* — 389 *The balance represents net settled services and other payables and receivables between the Company and Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs. |
Profit appropriation and restri
Profit appropriation and restricted net assets | 12 Months Ended |
Dec. 31, 2022 | |
Profit appropriation and restricted net assets | |
Profit appropriation and restricted net assets | 16 Profit appropriation and restricted net assets PRC laws and regulations permit payments of dividends by the subsidiaries and the VIEs incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, each of the Company’s subsidiary, the VIE and the VIE’s subsidiary is required to annually appropriate 10% of net after-tax income to the statutory general reserve fund (Note 2(ac) prior to payment of any dividends, unless such reserve funds have reached 50% of its respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the Company’s PRC subsidiary and the consolidated VIEs are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances of the Group’s total consolidated net assets. After the disposal of the China Mainland Business and the rescission of the Equity Interest Pledge Agreement with the sole shareholder of Dasheng HAWO, the Company is without any consolidated VIEs as of December 31, 2022. Total registered capital of the Company’s PRC subsidiary as of December 31, 2022 were US$10,000. Parent Company Only Condensed Financial Information The Company performed a test on the restricted net assets of its consolidated subsidiaries and the VIEs in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08(e)(3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial information for the Company only. For the purposes of presenting parent only financial information, the Company records its investments in its subsidiaries and the VIEs under the equity method of accounting. Such investments are presented on the separate condensed balance sheets of the Company as “Deficits of investments in subsidiaries and the VIEs”, and shares in the subsidiaries and the VIEs’ loss are presented as “Share of income/(loss) of subsidiaries and the VIEs” in the condensed statements of comprehensive income/(loss). The parent company only condensed financial information should be read in conjunction with the Group’ consolidated financial statements. The subsidiaries did not pay any dividends to the Company for the years presented. Certain information and footnote disclosures generally included in financial statements prepared in accordance with US GAAP have been condensed and omitted. The footnote disclosures represent supplemental information relating to the operations of the Company, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Group. The Company did not have significant capital and other commitments, or guarantees as of December 31, 2021 and 2022. The Company’s accounting policies are the same as the Group’s policies except for the accounting for the investments in subsidiaries and the VIEs. 16 Profit appropriation and restricted net assets (Continued) Condensed Balance Sheets of the Company As of December, 31 2021 2022 US$ US$ ASSETS Current assets Cash and cash equivalents 11,939 4,207 Time deposits 6,499 4,872 Prepaid expenses and other current assets 1,229 642 Total current assets 19,667 9,721 Non-current assets Time deposits 11,115 — Amounts due from inter-company entities 64,448 11,425 Other non-current assets 87 69 Total non-current assets 75,650 11,494 Total assets 95,317 21,215 LIABILITIES AND SHAREHOLDERS’ DEFICIT/(EQUITY) Current liabilities Accrued expenses and other current liabilities 1,009 563 Tax payables 135 135 Total current liabilities 1,144 698 Non-current liabilities Amounts due to inter-company entities 1,676 5,824 Deficits of investments in subsidiaries and the VIEs 205,925 8,116 Total non-current liabilities 207,601 13,940 Total liabilities 208,745 14,638 Shareholders’ deficit/(equity): Class A ordinary shares 23 23 Class B ordinary shares 10 10 Treasury stock (6,640) - Additional paid-in capital 187,841 337,407 Accumulated other comprehensive (loss)/income (6,052) 303 Accumulated deficit (288,610) (331,166) Total shareholders’ deficit/(equity) (113,428) 6,577 Total liabilities and shareholders’ deficit/(equity) 95,317 21,215 16 Profit appropriation and restricted net assets (Continued) Condensed Statements of Operations and Comprehensive Income/(Loss) of the Company For the year ended December 31, 2020 2021 2022 US$ US$ US$ Operating expenses: Sales and marketing expenses — — (55) Product development expenses — — (1,240) General and administrative expenses — (850) (2,480) Share of income/(loss) of subsidiaries and the VIEs — (3,687) (8,060) Total operating expenses — (4,537) (11,835) Loss from operations — (4,537) (11,835) Others — 363 (1,008) Loss before income tax expenses — (4,174) (12,843) Income tax expenses — (17) (1) Net loss from continuing operations — (4,191) (12,844) Net income/(loss) from discontinuing operations 21,241 22,929 (29,712) Net income/(loss), all attributable to the Company’s ordinary shareholders 21,241 18,738 (42,556) Comprehensive income/(loss): Net income/(loss) 21,241 18,738 (42,556) Other comprehensive income/(loss) Foreign currency translation adjustments (11,556) (4,324) 9,082 Reclassification of exchange differences on translation of operations to consolidated statement of operations — — (2,727) Total comprehensive income/(loss) 9,685 14,414 (36,201) Condensed Statements of Cash Flow of the Company For the year ended December 31, 2020 2021 2022 US$ US$ US$ Cash flows from operating activities: Net cash (used in)/provided by operating activities (2,144) 112 (3,210) Cash flows from investing activities: Placement of time deposits (7,058) (24,474) (4,872) Withdrawal of time deposits 6,902 30,773 17,614 Net cash provided by/(used in) transactions with intra-Group entities — 5,554 (20,855) Net cash (used in)/provided by investing activities (156) 11,853 (8,113) Cash flows from financing activities: Share repurchase program (3,498) (3,143) — Proceeds from exercise of stock options 1,474 791 — Proceeds from issuance of stocks, net of offering expenses 5,636 — — Net cash provided by transactions with intra-Group entities — — 4,078 Net cash provided by/(used in) financing activities 3,612 (2,352) 4,078 Effect of exchange rate changes on cash and cash equivalents — 15 (487) Net increase/(decrease) in cash and cash equivalents 1,312 9,628 (7,732) Cash and cash equivalents at the beginning of the year 999 2,311 11,939 Cash and cash equivalents at the end of the year 2,311 11,939 4,207 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Segment Information | 17 Segment Information Based on the criteria established by ASC 280 ‘‘Segment Reporting’’, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. Operating segments are defined as components of an enterprise engaging in businesses activities for which separate financial information is available that is regularly evaluated by the Group’s CODM in deciding how to allocate resources and assess performance. The Group operates in three principal geographical areas—China, Hong Kong and the Philippines. After divesture of China Mainland Business in 2022, most revenues from external customers are attributed to Hong Kong, as the Group received the tuition through Hong Kong company, the Company reevaluated and concluded that the operating segments should be aggregated as one reportable segment as of December 31, 2022 considering these segments have similar economic characteristics and are similar in respect of the nature of products and services, the type or class of customers, the methods used to distribute the products or provide the services. The following table summarizes primary long-lived assets of the Group by geographical location: Property and equipment As of December 31, 2021 2022 US$ US$ Hong Kong — — China — — Philippines 148 25 Right-of-use assets As of December 31, 2021 2022 US$ US$ Hong Kong — — China 308 769 Philippines 1,262 — |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent events | |
Subsequent events | 18 Subsequent events On March 10, 2023, Silicon Valley Bank (“SVB”), at which the Company maintained cash and cash equivalents in the current account with a balance of US$728 as of December 31, 2022, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (FDIC), as receiver. On March 12, 2023, the Department of Treasury and the Federal Reserve (“FDIC”) issued a joint statement indicating that actions would be taken to complete the FDIC’s resolution of SVB in a manner that protects depositors. The financial institution was reopened by the FDIC on March 13, 2023, with customers having full access to their deposits and debt facilities as at the time of the closure. The Company has made successful withdraw request and has received US$428 as of date of this report, and it’s assessed no material risk on the collectability of the remaining balance of US$300. The Company has no deposit in other banks with such risk, and there is no material impact on the financial statements of the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Basis of presentation | a The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’). Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. |
Principles of consolidation | b The consolidated financial statements include the financial statements of the Company, its subsidiaries and the consolidated VIEs for which the Company is the primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A consolidated VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, has the power to direct the activities that most significant impact the entity’s economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. There is no consolidated VIE since November 20, 2022. All transactions and balances among the Company, its subsidiaries and the consolidated VIEs have been eliminated upon consolidation. |
Comparability and Reclassification Adjustment | c Comparability and Reclassification Adjustment The Group has reclassified certain comparative balances in the consolidated balance sheet as of December 31, 2021 and certain comparative amounts in the consolidated statements of comprehensive income/(loss) for the years ended December 31, 2020 and 2021 to conform to the current year’s presentation. The assets and liabilities of the discontinued operations have been classified as assets held-for-sale and liabilities held-for-sale in the consolidated balance sheet as of December 31, 2021. The results of discontinued operations for the years ended December 31, 2020 and 2021 have been reflected separately in the consolidated statement of comprehensive income/(loss) as a single line item for all periods presented in accordance with U.S. GAAP. Cash flows from discontinued operations of the three categories for the years ended December 31, 2020 and 2021 were separately presented in the consolidated statements of cash flows for all periods presented in accordance with U.S. GAAP. The Group has elected to change its reporting currency from RMB to USD starting from January 1, 2022. The aligning of the reporting currency with the underlying operations will better depict the Group’s results of operations for each period. The related financial statements prior to January 1, 2022 have been re-casted to US$ as if the financial statements originally had been presented in US$ since the earliest periods presented. The change in reporting currency resulted in cumulative foreign currency translation adjustment to the Group’s comprehensive loss amounted to a loss of US$11,556, a loss of US$4,324 and a gain of US$9,082 for the years ended December 31, 2020, 2021 and 2022, respectively. In December 2022, the Company changed the ratio of American depositary shares (“ADSs”) to Class A ordinary shares (the “ADS Ratio”) from one ADS representing fifteen Class A ordinary shares to one ADS representing sixty Class A ordinary shares. The net income/(loss) per ADS attributable to ordinary shareholders presented in the consolidated comprehensive income/(loss) and Note 13 for the years ended December 31, 2020 and 2021 have been re-casted retrospectively. |
Use of estimates | d The preparation of the Group’s consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the balance sheet date and reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but are not limited to, determination of standalone selling prices of performance, obligations that have never been separately sold, assessment for the impairment of long-lived assets, the valuation allowance of deferred tax assets, assessment of impairment of contract cost assets and prepaid expenses, and the valuation and recognition of share-based compensation. |
Discontinued operation | e Discontinued operation A discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff). |
Functional currency and foreign currency translation | f Functional currency and foreign currency translation Effective January 1, 2022, the Company elected to change its reporting currency from RMB to USD. The functional currency of the Company and its international subsidiaries incorporated in the Cayman Islands and Hong Kong is United States dollars (‘‘US$’’), the functional currency of the Philippines entities is Peso (‘‘PHP’’), the functional currency of the Singapore entities is Singapore dollars (‘‘SGD’’) and the functional currency of the Malaysia entities is Ringgit (‘‘MYR’’). The functional currency of the PRC entities in the Group is RMB. In the consolidated financial statements, the financial information of the Company and other entities located in the PRC, Philippine, Malaysia and Singapore has been translated into USD. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the reporting period. Translation adjustments are reported as foreign currency translation adjustments, and are shown as a component of other comprehensive income/(loss) in the consolidated statements of comprehensive income/(loss). Foreign currency transactions denominated in currencies other than the 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 are translated into the functional currency using the applicable exchange rates at the balance sheet dates. Net gains and losses resulting from foreign exchange transactions are included in other income/(expenses), net. |
Fair value measurements | g Fair value measurements Financial instruments Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Group’s financial instruments include cash and cash equivalents, time deposits, other current assets, accrued expenses. The carrying amounts of the short-term financial instruments approximate their fair value due to their relatively short maturity. |
Cash and cash equivalents | h The Group considers all highly liquid investments, which are unrestricted as to withdrawal or use, with original maturities of three months or less as cash equivalents. |
Time deposits | i Time deposits Time deposits in the current assets represent demand deposits placed with banks with original maturities of more than three months but less than one year. For the time deposits in the non-current assets, the maturities are more than one year. Interest earned is recorded as interest income in the consolidated statements of comprehensive income/(loss) during the periods. |
Expected credit losses | j Expected credit losses The Group’s other receivables classified as prepaid expenses and other current assets and other non-current assets are within the scope of ASC Topic 326. The Group has identified the relevant risk characteristics of other receivables which include size, type of the services or the products the Group provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the life-time expected credit losses. Additionally, external data and macroeconomic factors are also considered. This is assessed at each quarter based on the Group’s specific facts and circumstances. For the year ended December 31, 2022, the Group recognized US$81 impairment losses of prepaid expenses and other current assets. |
Long-lived assets | k Long-lived assets Property and equipment Property and equipment are stated at cost less accumulated depreciation, amortization and impairment, if any. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally from three years for computers and equipment and five years for furniture and fixtures. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of comprehensive income/(loss). Intangible assets Intangible assets mainly comprise of software, copyrights. Intangible assets are recorded at cost less accumulated amortization and impairment,if any, with no residual value. Amortization is computed using the straight-line method over the estimated useful lives of the intangible assets, generally ten years for copyrights and three years for software. Impairment of long-lived assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significantly adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment of long-lived asset was recognized for the year ended December 31, 2021 and 2022. |
Business combination | l Business combination Business combinations are recorded using the purchase method of accounting, and the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of the (i) the total of consideration paid, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the subsidiary acquired over (ii) the fair value of the identifiable net assets of the subsidiary acquired is recorded as goodwill. If the consideration of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income/(loss). |
Revenue recognition | m Revenue recognition Revenues of the Group are mainly generated from providing online English language education services to international students. There are two types of online English language education services, including one-on-one private course service and public course service. The Company determined that private course service and public course service are two separate performance obligations, as these two deliverables are distinct in that customers can benefit from each service on its own and the Company’s promises to deliver the services are separately identifiable from each other in the contract. Students purchase the services by subscribing to prepaid credit packages directly from the Group. Tuition is generally paid in advance and is initially recorded as advances from students. Because the validity period of prepaid credit packages is normally within one year while with maximum up to 20 months, payment by customers could occur significantly before performance. However, the timing of the transfer of related services is at the discretion of the customers. Therefore, the Group does not recognize any financing component in the determination of revenue from the sale of prepaid credit packages. The Group determines the transaction price to be earned by estimating the refund liability based on historical refund ratio, and allocates the service fee excluding the estimate for refund liability to each performance obligation using the relative stand-alone selling price. The Group determines the stand-alone selling prices using an expected cost plus margin methodology. Revenue from both the private course service and public course service are recognized proportionately as the online classes are delivered, as the Group concluded that the delivery of each online class represents a faithful depiction of when the services are provided to the students. The Group is responsible for course design, tutor sourcing and training, development and maintenance of online platform and system, and is the party primarily responsible for fulfilling the promise to provide the services to customers and it has full discretion in establishing the prices for the services provided to customers. Hence, the Group is the principal for providing the online English education services to customers. Therefore, the Group recognizes revenue on a gross basis. The Group allows refund of fees corresponding to any remaining undelivered services when customers withdraw contracts with the Group within a certain period after the purchase. Refunds are recorded as reductions of the advances from students and true up adjustments were made on the recognized revenue of the contracts. The following table presents the Group’s revenues disaggregated by location of students: For the year ended, For the year ended, For the year ended, December 31, 2020 December 31, 2021 December 31, 2022 US$ US$ US$ Total Total Total Revenues from Hong Kong(China) — 371 9,707 Revenues from other areas — 417 5,341 Total revenues — 788 15,048 Contract balances Contract cost Incremental costs of obtaining a contract with a customer is recognized as an asset in “Prepaid expenses and other current assets” if the Group expects to recover those costs. Incremental costs of obtaining a contract mainly include sales commissions to sales personnel and distribution agents, as well as certain cash incentives for customers who provide referrals service for the Group. Contract cost assets are amortized on the basis consistent with the pattern of the transfer of services to which the assets relate. As of December 31, 2022, the balance of capitalized costs of obtaining contracts with customers was US $1,456. For the year ended December 31, 2020, 2021 and 2022, the Group recognized amortization of nil, nil and US $1,590 respectively as “Sales and marketing expenses” in its consolidated statements of comprehensive income/(loss). 2 Significant Accounting Policies (Continued) The Group recognizes an impairment loss in profit or loss to the extent that the carrying amount of a contract cost asset exceeds: a. the amount of consideration that the Group has received but not yet recognized as revenue, less b. the costs that relate directly to providing those goods or services and that have not been recognized as expenses. The recoverability of contract cost assets depends on whether the Group can continue to provide lessons delivered by international tutors, the refund level subsequent to December 31, 2022, and whether any related considerations would be forfeited. The Group offered refunds of course fees subject to timing and other conditions in accordance with the Group’s refund policies. The number of refund requests that the Group receives and the amount of refunds could be affected by a number of factors, many of which are beyond the Group’s control.No impairment of contract cost assets for the continuing operations was recognized for the years ended December 31, 2020, 2021 and 2022. Contract liability Contract liability is related to the payments received by the Group in advance from customers representing the Group’s obligations to provide services to customers. The Group generally receives contract payments in advance and records the consideration as advances from customers. Given that the Group permits refund of fees corresponding to remaining undelivered services when customers withdraw contracts with the Group, contract liability does not include the amounts that may be refunded in the future if customers withdraw for any remaining undelivered lessons. The refund liability was estimated based on the historical refund data and the length of remaining period customers are eligible for refund for each contract at the end of each reporting period. As of December 31, 2020 December 31, 2021 December 31, 2022 US$ US$ US$ Contract liability — 2,770 15,025 Refund liability — 45 121 Deposits from students — 59 21 Advances from students — 2,874 15,167 The additions to the contract liability balance were primarily due to cash collections received in advance of gaining performance obligations, while the reductions to the contract liability balance were primarily due to the recognition of revenues upon fulfillment of performance obligations, as well as refund of fees corresponding to any remaining undelivered services when customers withdraw contracts with the Group within certain period after the purchase, all of which were in the ordinary course of business. US $2,401 of revenues recognized in year ended December 31, 2022 was included in the contract liability balance as of January 1, 2022. No revenue was recognized in the year ended December 31, 2022 from performance obligations satisfied (or partially satisfied) in previous periods. As of December 31, 2022, the aggregate amount of transaction price allocated to unsatisfied performance obligations is US $15,025. These revenues will be recognized at the discretion of customers. The Group expects to recognize substantially all of this balance as revenue over the next 6 to 18 months, and the remainder thereafter. |
Cost of revenues | n Cost of revenues Cost of revenues primarily includes service expenses involved in the delivery of paid courses and payment processing fees paid to payment channels for processing the payments from students, as these components are necessary to obtain the net revenues. These costs are expensed as incurred except for payment processing fees associated with advances from students, which are recognized in the period in which the related revenues are recognized. The indirect cost of server, bandwidth is expensed as incurred. |
Product development expenses | o Product development expenses Product development expenses consist primarily of payroll-related expenses incurred for the innovation of course content, as well as the development and enhancement to the Group’s websites and platforms of applications. The Group expenses all costs incurred for the planning and post implementation phases of development and costs associated with repair or maintenance of the existing platform. Since the inception, the amount of costs qualifying for capitalization has been immaterial and, as a result, all development costs have been expensed as incurred. |
Sales and marketing expenses | p Sales and marketing expenses Sales and marketing expenses consist primarily of marketing and promotional expenses, salaries and benefits expenses related to the Group’s sales and marketing personnel and office rental, depreciation and other expenses related to the Group’s sales and marketing team. The Group capitalizes incremental cost to obtain contracts with customers, including sales commissions to sales personnel and distribution agents, as well as certain cash incentive for customer. Amortization of related contract cost assets is recognized as sales and marketing expenses. Advertising expenses consist primarily of costs for the promotion of corporate image and product marketing. The Group expenses all advertising costs as incurred and classifies these costs under sales and marketing expenses. For the years ended December 31, 2020, 2021 and 2022, the advertising expenses were nil, US $772 and US $5,101, respectively. |
Operating leases | q Operating leases The Group has operating leases primarily for office space. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Group obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the Group’s operating leases, the Group generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating right of use assets are generally recognized based on the amount of the initial measurement of the lease liability. The Group’s leases have remaining lease terms of up to two years. Lease expense is recognized on a straight-line basis over the lease term. Operating leases are included in operating lease right of use assets, short-term lease liabilities and long-term liabilities on the Group’s consolidated balance sheets. When a lease is terminated in its entirety, there should be no remaining lease liability or right-of-use asset. Any difference between the carrying amounts of the right-of-use asset and the lease liability should be recorded in consolidated statements of comprehensive income/(loss) as a gain or loss; if a termination penalty is paid, that amount should be included in the gain or loss on termination. The Group elected the short-term lease exemption for all contracts with lease terms of 12 months or less. Rental expenses incurred were nil, US $263 and US $699 for the years ended December 31, 2020, 2021 and 2022, respectively. |
Share-based compensation | r Share-based compensation The Group accounts for share-based awards granted to employees in accordance with ASC 718. In accordance with the guidance, the Group determines whether a share-based award should be classified and accounted for as a liability award or equity award. For options granted to employees, the related share-based compensation expense is recognized in the financial statements based on their grant date fair values, which are calculated using the binomial option pricing model. The binomial option pricing model requires a number of complex assumptions. The determination of the fair value is affected by the share price as well as assumptions regarding a number of complex and subjective variables, including the expected share price volatility, actual and projected employee share option exercise behavior, risk-free interest rates and expected dividends. Share-based compensation expense is recorded net of estimated forfeitures, such that expenses are recorded only for those share-based awards that are expected to ultimately vest. The forfeiture rate is the estimated annual rate at which unvested awards will be forfeited during the next year, which differs significantly by employee group. For directors and executive officers, the forfeiture rate is estimated to be zero because the possibility of termination of current management is remote. For employees, the forfeitures of stock options are estimated by historical actual forfeitures due to grantees’ termination prior to vesting, and the forfeiture rate will be adjusted over the requisite service period to the extent that actual forfeiture rate differs, or is expected to differ from such estimates. Changes in the estimated forfeiture rate will be recognized through a cumulative catch-up adjustment in the period of change. Share-based compensation expenses were allocated to operating expenses as follows: For the year ended December 31, 2020 2021 2022 US$ US$ US$ Sales and marketing expenses — (106) (17) Product development expenses — 4 (149) General and administrative expenses — (117) (546) Total — (219) (712) |
Employee benefits | s Employee benefits PRC Contribution Plan Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiary and consolidated VIEs of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefit expenses of continuing operations, which were expensed as incurred, were approximately nil, US$120 and US$779 for the years ended December 31, 2020, 2021, and 2022, respectively. Philippine Contribution Plan and Employee Benefit Plan The Company’s subsidiaries and VIE in the Philippines participate in government mandated, multiemployer, defined contribution plans, including Social Security System (‘‘SSS Benefits’’), Home Development Mutual Fund (‘‘Pag-IBIG Fund’’) and Philippine Health Insurance Corporation (‘‘Phil-Health’’). Pursuance to these plans certain retirement, medical and housing benefits are provided to full-time employees. Obligations for contributions to these defined contribution plans are recognized as expenses in the consolidated statements of comprehensive income/(loss) as incurred. The total amounts for such employee benefits were nil,US$65 and US $83 for the years ended December 31, 2020, 2021 and 2022, respectively. and US as of |
Taxation | t Taxation Income taxes Current income taxes are provided on the basis of income/ (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statement of comprehensive income/(loss) in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized. Uncertain tax positions In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Group recognizes interest and penalties, if any, under accrued expenses and other current liabilities on its consolidated balance sheet and under other expenses in its consolidated statement of comprehensive income/(loss). The Group evaluates each uncertain tax position (include the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. The Company is subject to tax in local and foreign jurisdictions. As a result of its business activities, the Company will file tax returns that are subject to examination by the relevant tax authorities. Tax returns of the Company’s major subsidiaries in PRC, Hong Kong and Philippines remain subject to examination by relevant tax authorities for five years, six years and three years, respectively, from the date of filing. The continuing operations of the Company does not have any liabilities for uncertain tax positions accrued as of December 31, 2022 and December 31, 2021. |
Related parties | u Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. |
Income/(loss) per share | v Income/(loss) per share Income/(loss) per share is computed in accordance with ASC 260, Earnings per Share |
Comprehensive income/(loss) | w Comprehensive income / (loss) Comprehensive income/(loss) is defined to include all changes in equity/(deficit) of the Group during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Other comprehensive income/(loss), as presented on the accompanying consolidated statements of comprehensive income/(loss), consists of accumulated foreign currency translation adjustments. |
Treasury stock | x Treasury stock In September 2019, the Company announced a US$2.0 million share repurchase program and repurchased an aggregate of 30,112 ADSs for US$852 in the open market, at an average price of US$0.028 per ADS. In January 2020, the Company repurchased an aggregate of 25 ADSs for US$1 in the open market under this program, at an average price of US$0.038 per ADS. As of July 31, 2020, all repurchased shares were used as share-based awards granted to employees, the Group wrote off the treasury stock and accounted for additional paid-in capital. From October 2020 to December 2020, the Company repurchased an aggregate of 34,875 ADSs for US$3,496 in the open market under this program, at an average price of US$0.1 per ADS. In 2021, the Company repurchased an aggregate of 30,258 ADSs for US$3,142 in the open market under this program, at an average price of US$0.1 per ADS. The repurchased shares were accounted for under the cost method and presented as “treasury stock” in equity on the Group’s consolidated balance sheets. As of March 31, 2022, all repurchased shares were used as share-based awards granted to employees, the Group wrote off the treasury stock and accounted for additional paid-in capital. |
Segment reporting | y Segment reporting Operating segments are defined as components of an enterprise engaging in businesses activities for which separate financial information is available that is regularly evaluated by the Group’s CEO, who is the chief operating decision maker in deciding how to allocate resources and assess performance. The Company operates and manages its business as a single reportable segment. The Group’s internal organizational structure as well as information about geographical areas and business segments is more fully described in Note 17. |
Statutory reserves | z Statutory reserves In accordance with China’s Company Laws, the consolidated VIEs in PRC must make appropriations from their after-tax profit (as determined under the Accounting Standards for Business Enterprises as promulgated by the Ministry of Finance of the People’s Republic of China (‘‘PRC GAAP’’)) to non-distributable reserve funds including (i) statutory surplus fund and (ii) discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. Pursuant to the laws applicable to China’s Foreign Investment Enterprises, the Company’s subsidiary that is a foreign investment enterprise in China have to make appropriations from its after-tax profit (as determined under PRC GAAP) to reserve funds including (i) general reserve fund, (ii) enterprise expansion fund and (iii) staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of the respective company. Appropriations to the other two reserve funds are at the respective companies’ discretion. As of December 31, 2022, no appropriations to statutory reserves, enterprise expansion fund and staff welfare and bonus fund have been made by the Group. |
Recently adopted accounting pronouncements | aa Recently issued accounting pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers The new amendments are effective for us are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Group does not expect the adoption to have a material impact on its consolidated financial statements. ab Recently adopted accounting pronouncements In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The adoption didn’t have a material impact on its consolidated financial statements. |
Operations and Reorganization (
Operations and Reorganization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operations and Reorganization | |
Schedule of the Company's subsidiaries and VIEs and VIEs and VIES' subsidiaries | As of December 31, 2022, the Company’s major subsidiaries are as follows: Percentage of Place of Date of Direct or Indirect Incorporation/ Incorporation/ Economic Company Establishment Establishment Ownership Subsidiaries 51Talk English International Limited Hong Kong October 7, 2014 100 % China Online Innovations Inc.* Philippines October 9, 2014 99.999993 % On Demand English Innovations Inc.* Philippines January 14, 2016 99.999 % Helloworld Online Education Group Cayman July 13, 2018 100 % Helloworld Online Education PTE.LTD Singapore December 17, 2021 100 % 51Talk Training SDN.BHD Malaysia April 5, 2022 100 % Helloworld Online Education Group (HK) Limited Hong Kong August 10, 2018 100 % Beijing Helloworld Online Technology Co., Ltd. PRC September 3, 2018 100 % Nanjing Helloworld Online Information Technology Co., Ltd PRC September 20, 2022 100 % * The Company directly holds the 99.999993% and 99.999% shares of China Online Innovations Inc. and On Demand English Innovations Inc. respectively. There is no substantive non-controlling interest for China Online Innovations Inc. and On Demand English Innovations Inc. as of December 31, 2021 and 2022. The non-controlling shareholders are nominee shareholders mainly consisting of local residents to comply with local regulations of the Philippines. |
Dasheng Zhixing, Shenzhen Zhixing, Zhishi Training, Houdezaiwu Online and Tianjin Zhixing | |
Operations and Reorganization | |
Schedule of the assets, liabilities, results of operations and changes in cash and cash equivalents of the VIEs taken as a whole, which were included in the Group's consolidated balance sheets and statements of comprehensive loss | As of December 31, 2021 2022 US$ US$ Cash and cash equivalents 31 — Prepaid expenses and other current assets 135 — Amounts due from inter-company entities* 149,694 — Rights-of-use assets 308 — Current assets held-for-sale 101,798 — Non-current assets held-for-sale 19,687 — Total assets 271,653 — Lease liability-current and non-current 274 — Amounts due to inter-company entities* 51,365 — Current liabilities held-for-sale 284,839 — Non-current liabilities held-for-sale 2,365 — Total liabilities 338,843 — * All inter-company balances have been eliminated upon consolidation. 1 Operations and Reorganization (Continued) For the year ended December 31, 2020 2021 2022 US$ US$ US$ Third-party costs and expenses — (1,178) (287) Total costs and expenses — (1,178) (287) Loss from operations — (1,178) (287) Other (expenses)/income, net — 1 3 Net loss from continuing operations — (1,177) (284) Net income/(loss) from discontinued operations 51,167 35,792 (83,653) Net income/(loss) 51,167 34,615 (83,937) For the year ended December 31, 2020 2021 2022 US$ US$ US$ Net cash provided by/(used in) operating activities with external parties 232,491 58,654 (25,160) Net cash used in operating activities with intra-Group entities (134,482) (137,822) (9,308) Net cash provided by/(used in) operating activities operations 98,009 (79,168) (34,468) Net cash (used in)/provided by investing activities with external parties (103,880) 87,905 21,515 Net cash used in investing activities with intra-Group entities — (22,776) (603) Net cash (used in )/provided by investing activities (103,880) 65,129 20,912 Net cash provided by /(used in) financing activities with intra-Group entities — 521 (259) Net cash provided by/(used in) financing activities — 521 (259) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Schedule of revenue disaggregation | For the year ended, For the year ended, For the year ended, December 31, 2020 December 31, 2021 December 31, 2022 US$ US$ US$ Total Total Total Revenues from Hong Kong(China) — 371 9,707 Revenues from other areas — 417 5,341 Total revenues — 788 15,048 |
Schedule of contract liability | As of December 31, 2020 December 31, 2021 December 31, 2022 US$ US$ US$ Contract liability — 2,770 15,025 Refund liability — 45 121 Deposits from students — 59 21 Advances from students — 2,874 15,167 |
Schedule of share-based compensation | For the year ended December 31, 2020 2021 2022 US$ US$ US$ Sales and marketing expenses — (106) (17) Product development expenses — 4 (149) General and administrative expenses — (117) (546) Total — (219) (712) |
Discontinued operation (Tables)
Discontinued operation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued operation | |
Schedule of discontinued operation balance sheets | As of December 31, 2021 US$ Cash and cash equivalents 9,069 Restricted cash 7,929 Time deposits 1,098 Short-term investments 90,652 Inventory 169 Prepaid expenses and other current assets 8,695 Current assets held-for-sale 117,612 Property and equipment, net 2,521 Intangible assets, net 1,642 Right-of-use assets 4,218 Time deposits 4,705 Deferred tax assets 8,882 Other non-current assets 689 Non-current assets held-for-sale 22,657 Advances from students——current 271,640 Accrued expenses and other current liabilities 11,918 Lease liabilities——current 2,227 Taxes payable 4,301 Current liabilities held-for-sale 290,086 Advances from students——non-current 177 Lease liabilities——non-current 2,217 Other non-current liabilities 39 Non-current liabilities held-for-sale 2,433 |
Schedule of discontinued operation cash flows | For the year ended For the period from January 1, 2022 2020 2021 through June 30,2022 US$ US$ US$ Net cash provided by/(used in) operating activities 104,184 (100,046) (47,630) Net cash (used in)/ provided by investing activities (105,988) 92,661 10,149 Net cash provided by/(used in) financing activities 1,288 (25,926) 20,484 |
Schedule of discontinued operation consolidated comprehensive income loss | For the year ended For the period from January 1, 2022 2020 2021 through June 30, 2022 US$ US$ US$ Major classes of line items constituting pretax profit of discontinued operations Net revenues 297,516 337,029 14,910 Cost of revenues (84,018) (86,241) (20,476) Gross profit/(loss) 213,498 250,788 (5,566) Operating expenses: Sales and marketing expenses (150,132) (161,148) (8,225) Product development expenses (23,601) (27,514) (1,839) General and administrative expenses (31,025) (48,506) (13,804) Goodwill and intangibles impairment — (4,976) — Total operating expenses (204,758) (242,144) (23,868) Other income 6,264 3,586 460 Income/(loss) from discontinued operations 15,004 12,230 (28,974) Other income, net 5,585 3,405 1,107 Income/(loss) before income tax 20,589 15,635 (27,867) Income tax benefits/(expenses) 652 7,294 (1,845) Net income/(loss) from discontinued operations, net of income tax 21,241 22,929 (29,712) |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid expenses and other current assets | |
Schedule of prepaid expenses and other current assets | As of December 31, 2021 2022 US$ US$ Costs to obtain contracts with customers — 1,457 Cost to collect tuition fee from third-party payment channel — 302 Prepaid taxes 341 280 Deposit in third-party payment channel 380 278 Prepaid advertising expenses — 172 Prepaid professional service fees 119 164 Prepaid rental and other deposits 226 138 Prepaid Directors & Officers insurance 128 120 Others* 1,333 598 Total 2,527 3,509 *The balance as of December 31, 2022 includes US $445 receivable from employees of China Mainland Business and the Group received US $445 from China Mainland Business to transfer the creditor’s rights with employees to China Mainland Business in March 2023. |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment, net | |
Schedule of property and equipment, net | As of December 31, 2021 2022 US$ US$ Computers and equipment 2,073 1,235 Furniture and fixtures 514 7 Leasehold improvement 1,849 1 Total 4,436 1,243 Less: Accumulated depreciation (4,288) (1,218) Property and equipment, net 148 25 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets, net | |
Schedule of intangible assets, net | As of December 31, 2021 2022 US$ US$ Copyright for teaching materials 120 120 Computer software 5 5 Total 125 125 Less: Accumulated amortization (9) (21) Intangible assets, net 116 104 |
Schedule of amortization expense of intangible assets | Amortization Expense US$ 2023 12 2024 12 2025 12 2026 12 2027 and thereafter 56 104 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases | |
Summary of components of lease expense | For the year ended December 31, 2020 December 31, 2021 December 31, 2022 US$ US$ US$ Operating lease cost — 263 662 Lease cost for leases with terms less than one year — — 37 Total lease cost — 263 699 |
Summary of maturities of lease liabilities | As of December 31, 2022 US$ 2023 435 2024 326 2025 — 2026 — 2027 and thereafter — Total undiscounted lease payments 761 Less: imputed interest (27) Total lease liabilities 734 |
Summary of lease terms and discount rates | As of December 31, As of December 31, 2021 2022 Weighted average remaining lease term(years) 2.29 1.59 Weighted average discount rate(percentage) 5.43 % 4.75 % |
Summary of supplemental information related to operating leases | For the year ended December 31, For the year ended December 31, For the year ended December 31, 2020 2021 2022 Cash paid for operating leases — 1,424 466 Right-of-use assets obtained in exchange for operating lease liabilities — 151 863 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | As of December 31, 2021 2022 US$ US$ Salaries, welfare and outsourcing fee payable 1,382 1,916 Accrued advertising and other expenses 647 1,596 Accrued professional service fees 820 613 Accrued rental and property management fees 71 71 Accrued staff reimbursements 5 49 Others 247 96 Total 3,172 4,341 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Taxation | |
Schedule of income tax expenses and benefits | For the year ended December 31, 2020 2021 2022 International PRC International PRC International PRC entities entities Total entities entities Total entities entities Total US$ US$ US$ US$ US$ US$ US$ US$ US$ Income/(loss) before income tax expenses — — — (1,826) (2,265) (4,091) (14,358) 1,574 (12,784) Current income tax expenses — — — 48 — 48 50 — 50 Deferred income tax expenses/(benefits) — — — 52 — 52 10 — 10 Income tax expenses/(benefits) — — — 100 — 100 60 — 60 |
Schedule of combined effects of income tax exemption and reduction available to the Group | Year Ended December 31, 2020 2021 2022 Tax holiday effect — — — Basic and diluted loss per share effect — 0.00 0.00 |
Schedule of reconciliation of differences between PRC statutory tax rate and effective tax rate | As of December 31, 2020 2021 2022 PRC statutory tax rate — 25 % 25 % Effect on tax rates in different tax jurisdiction — (2.68) % (15.40) % Effect on tax holiday — (0.01) % 0.00 % Changes in valuation allowance — (17.26) % (5.69) % Permanent book-tax differences—non-deductible expenses — (7.49) % (4.38) % Effective tax rate — (2.44) % (0.47) % |
Schedule of significant components of deferred tax assets and deferred tax liabilities | As of December 31, 2021 2022 US$ US$ Deferred tax assets Tax loss carryforwards 3,715 4,763 Defined benefits liabilities 38 24 Accruals and other liabilities 1 2 Share-based compensation (83) (39) Less: Valuation allowance (3,633) (4,361) Total deferred tax assets, net 38 389 Deferred tax liabilities Unrealized foreign exchange gain — (109) Contract costs related assets — (364) Total deferred tax liabilities — (473) Net deferred tax asset/(liabilities ) 38 (84) |
Schedule of movement of valuation allowance | For the year ended December 31, 2020 2021 2022 US$ US$ US$ Balance at beginning of the year — — (3,633) Provision — (3,633) (1,259) Current period reversal — — 531 Balance at end of the year — (3,633) (4,361) |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation | |
Schedule of valuation of stock options using Binomial option pricing model to estimate fair value | For the year ended December 31, 2020 2021 2022 Stock options: Contractual term (in years) 10.00-10.00 10.00-10.00 — Expected volatility 51.0%-58.0% 57.7%-59.4% — Exercise multiple 2.2-2.8 2.2-2.8 — Expected dividend yield — — — Risk-free interest rate (per annum) 0.66%-1.92% 1.45%-1.87% — Expected forfeiture rate (post-vesting) — — — |
Schedule of option activities | Weighted Weighted Average Average Remaining Weighted Average Options Exercise Contractual Aggregate Intrinsic Grant Date Fair Outstanding Price Life Value Value US$ (In years) US$ US$ December 31, 2020 19,349,805 0.2313 5.40 30,495 0.5231 Granted 1,280,000 0.4410 — — 0.6204 Exercised (4,287,360) 0.1846 — — 0.6536 Expired — — — — — Forfeited or cancelled (5,094,290) 0.4941 — — 0.6746 December 31, 2021 11,248,155 0.1540 3.77 (824) 0.4158 Granted — — — — — Exercised (34,995) 0.0500 — — 0.3066 Expired — — — — — Forfeited or cancelled (835,760) 0.4131 — — 0.6153 December 31, 2022 10,377,400 0.1334 2.71 (295) 0.4001 Vested and expected to vest as of December 31, 2022 10,268,256 0.1319 0.99 (276) 0.4003 Exercisable as of December 31, 2022 9,988,385 0.1258 0.81 (207) 0.3982 |
Summary of the restricted share units' activities | Number of Weighted Average RSUs Grant Date Fair Value US$ December 31, 2020 7,430,024 0.86 Granted 4,336,815 1.04 Vested (4,243,680) 0.95 Forfeited (4,643,094) 0.94 December 31, 2021 2,880,065 0.86 Granted 11,042,990 0.08 Vested (4,199,445) 0.37 Forfeited (2,118,691) 0.34 December 31, 2022 7,604,919 0.14 |
Net income_(loss) per share (Ta
Net income/(loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net income/(loss) per share | |
Schedule of computation of basic and diluted net loss per share | For the year ended December 31, 2020 2021 2022 US$ US$ US$ Numerator: Net income/(loss) for discontinued operations 21,241 22,929 (29,712) Denominator: Weighted average ordinary shares outstanding —basic 319,553,690 328,484,502 335,640,275 —diluted 319,553,690 328,484,502 335,640,275 Basic net income/(loss) per share attributable to ordinary shareholders 0.07 0.07 (0.09) Diluted net income/(loss) per share attributable to ordinary shareholders 0.07 0.07 (0.09) Basic net income/(loss) per ADS* attributable to ordinary shareholders 3.99 4.19 (5.31) Diluted net income/(loss) per ADS* attributable to ordinary shareholders 3.99 4.19 (5.31) Numerator: Net loss for continuing operations — (4,191) (12,844) Denominator: Weighted average ordinary shares outstanding —basic 319,553,690 328,484,502 335,640,275 —diluted 319,553,690 328,484,502 335,640,275 Basic net income/(loss) per share attributable to ordinary shareholders — (0.01) (0.04) Diluted net income/(loss) per share attributable to ordinary shareholders — (0.01) (0.04) Basic net income/(loss) per ADS* attributable to ordinary shareholders — (0.77) (2.30) Diluted net income/(loss) per ADS* attributable to ordinary shareholders — (0.77) (2.30) *In December 2022, the Company changed the ratio of American depositary shares (“ADSs”) to Class A ordinary shares (the “ADS Ratio”) from one ADS representing fifteen Class A ordinary shares to one ADS representing sixty Class A ordinary shares . |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and contingencies | |
Schedule of purchase commitments | Less than One Over One Total Year Year US$ US$ US$ Purchase commitments 25 25 — Total 25 25 — |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Schedule of material related party transactions | For the year ended December 31, 2020 2021 2022 US$ US$ US$ Services provided to Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs Agent services provided to the Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs* — — 92 Services received from Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs Product development labor service — — 505 Internet service — — 56 As of December, 31 2021 2022 US$ US$ Amounts due to Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs* — 389 |
Profit appropriation and rest_2
Profit appropriation and restricted net assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Profit appropriation and restricted net assets | |
Schedule of Condensed Balance Sheets | As of December, 31 2021 2022 US$ US$ ASSETS Current assets Cash and cash equivalents 11,939 4,207 Time deposits 6,499 4,872 Prepaid expenses and other current assets 1,229 642 Total current assets 19,667 9,721 Non-current assets Time deposits 11,115 — Amounts due from inter-company entities 64,448 11,425 Other non-current assets 87 69 Total non-current assets 75,650 11,494 Total assets 95,317 21,215 LIABILITIES AND SHAREHOLDERS’ DEFICIT/(EQUITY) Current liabilities Accrued expenses and other current liabilities 1,009 563 Tax payables 135 135 Total current liabilities 1,144 698 Non-current liabilities Amounts due to inter-company entities 1,676 5,824 Deficits of investments in subsidiaries and the VIEs 205,925 8,116 Total non-current liabilities 207,601 13,940 Total liabilities 208,745 14,638 Shareholders’ deficit/(equity): Class A ordinary shares 23 23 Class B ordinary shares 10 10 Treasury stock (6,640) - Additional paid-in capital 187,841 337,407 Accumulated other comprehensive (loss)/income (6,052) 303 Accumulated deficit (288,610) (331,166) Total shareholders’ deficit/(equity) (113,428) 6,577 Total liabilities and shareholders’ deficit/(equity) 95,317 21,215 |
Schedule of Condensed Statements of Operations and Comprehensive Income/(Loss) | For the year ended December 31, 2020 2021 2022 US$ US$ US$ Operating expenses: Sales and marketing expenses — — (55) Product development expenses — — (1,240) General and administrative expenses — (850) (2,480) Share of income/(loss) of subsidiaries and the VIEs — (3,687) (8,060) Total operating expenses — (4,537) (11,835) Loss from operations — (4,537) (11,835) Others — 363 (1,008) Loss before income tax expenses — (4,174) (12,843) Income tax expenses — (17) (1) Net loss from continuing operations — (4,191) (12,844) Net income/(loss) from discontinuing operations 21,241 22,929 (29,712) Net income/(loss), all attributable to the Company’s ordinary shareholders 21,241 18,738 (42,556) Comprehensive income/(loss): Net income/(loss) 21,241 18,738 (42,556) Other comprehensive income/(loss) Foreign currency translation adjustments (11,556) (4,324) 9,082 Reclassification of exchange differences on translation of operations to consolidated statement of operations — — (2,727) Total comprehensive income/(loss) 9,685 14,414 (36,201) |
Schedule of Condensed Statements of Cash Flow | For the year ended December 31, 2020 2021 2022 US$ US$ US$ Cash flows from operating activities: Net cash (used in)/provided by operating activities (2,144) 112 (3,210) Cash flows from investing activities: Placement of time deposits (7,058) (24,474) (4,872) Withdrawal of time deposits 6,902 30,773 17,614 Net cash provided by/(used in) transactions with intra-Group entities — 5,554 (20,855) Net cash (used in)/provided by investing activities (156) 11,853 (8,113) Cash flows from financing activities: Share repurchase program (3,498) (3,143) — Proceeds from exercise of stock options 1,474 791 — Proceeds from issuance of stocks, net of offering expenses 5,636 — — Net cash provided by transactions with intra-Group entities — — 4,078 Net cash provided by/(used in) financing activities 3,612 (2,352) 4,078 Effect of exchange rate changes on cash and cash equivalents — 15 (487) Net increase/(decrease) in cash and cash equivalents 1,312 9,628 (7,732) Cash and cash equivalents at the beginning of the year 999 2,311 11,939 Cash and cash equivalents at the end of the year 2,311 11,939 4,207 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Schedule of primary long-lived assets by geographical location | Property and equipment As of December 31, 2021 2022 US$ US$ Hong Kong — — China — — Philippines 148 25 Right-of-use assets As of December 31, 2021 2022 US$ US$ Hong Kong — — China 308 769 Philippines 1,262 — |
Operations and Reorganization_2
Operations and Reorganization (Details) | Dec. 31, 2022 |
51Talk English International Limited | |
Operations and Reorganization | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
China Online Innovations Inc | |
Operations and Reorganization | |
Subsidiaries direct or indirect ownership (as a percent) | 99.99999% |
On Demand English Innovations Inc | |
Operations and Reorganization | |
Subsidiaries direct or indirect ownership (as a percent) | 99.999% |
Helloworld Online Education PTE.LTD | |
Operations and Reorganization | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
51Talk Training SDN.BHD | |
Operations and Reorganization | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
Helloworld Online Education Group | |
Operations and Reorganization | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
Helloworld Online Education Group (HK) Limited | |
Operations and Reorganization | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
Beijing Helloworld Online Technology Co., Ltd | |
Operations and Reorganization | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
Nanjing Helloworld Online Information Technology Co., Ltd | |
Operations and Reorganization | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
Operations and Reorganization -
Operations and Reorganization - History of the Group and Basis of Presentation for the Reorganization (Details) | 12 Months Ended |
Dec. 31, 2022 shareholder | |
China Online Innovations Inc | |
Operations and Reorganization | |
Equity interest (as a percent) | 99.99999% |
China Online Innovations Inc | Beneficial Owner | |
Operations and Reorganization | |
Number of individual shareholders/investors | 7 |
Beneficial interest held | 0.00001% |
On Demand English Innovations Inc | |
Operations and Reorganization | |
Equity interest (as a percent) | 99.999% |
On Demand English Innovations Inc | Beneficial Owner | |
Operations and Reorganization | |
Number of individual shareholders/investors | 5 |
Beneficial interest held | 0.001% |
Operations and Reorganization_3
Operations and Reorganization - Risks in relation to the VIE structure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets | |||
Cash and cash equivalents | $ 18,186 | $ 24,611 | |
Prepaid expenses and other current assets | 3,509 | 2,527 | |
Right-of-use assets | 769 | 1,570 | |
Current assets held-for-sale | 117,612 | ||
Non-current assets held-for-sale | 22,657 | ||
Total assets | 27,634 | 187,067 | |
Lease liability-current and non-current | 734 | ||
Current liabilities held-for-sale | 290,086 | ||
Non-current liabilities held-for-sale | 2,433 | ||
Total liabilities | 21,057 | 300,495 | |
Total revenues | 15,048 | 788 | |
Other income/(expenses), net | (453) | 219 | |
Loss from operations | (12,358) | (4,592) | |
Loss before income tax | (12,784) | (4,091) | |
Income tax expenses/(benefits | (60) | (100) | |
Net income/(loss) | (42,556) | 18,738 | $ 21,241 |
Net cash (used in)/provided by operating activities | (45,701) | (105,029) | 104,184 |
Net cash provided by/(used in) operating activities from continuing operations | 1,929 | (4,983) | 0 |
Net cash provided by/ (used in) operating activities from discontinued operations | (47,630) | (100,046) | 104,184 |
Net cash (used in)/provided by investing activities | 2,508 | 98,308 | (105,988) |
Net cash used in by investing activities from continuing operations | (7,641) | 5,647 | |
Net cash (used in) /provided by investing activities from discontinued operations | 10,149 | 92,661 | (105,988) |
Net cash provided by financing activities | 20,484 | (2,351) | 1,288 |
Net cash provided by /(used in) financing activities from continuing operations | 23,575 | ||
Net cash provided by/ (used in) financing activities from discontinued operations | 20,484 | (25,926) | 1,288 |
Accumulated deficit | 331,166 | 288,610 | |
VIEs and VIES' subsidiaries | |||
Assets | |||
Cash and cash equivalents | 31 | ||
Prepaid expenses and other current assets | 135 | ||
Amounts due from inter-company entities | 149,694 | ||
Right-of-use assets | 308 | ||
Current assets held-for-sale | 101,798 | ||
Non-current assets held-for-sale | 19,687 | ||
Total assets | 271,653 | ||
Lease liability-current and non-current | 274 | ||
Amounts due to inter-company entities | 51,365 | ||
Current liabilities held-for-sale | 284,839 | ||
Non-current liabilities held-for-sale | 2,365 | ||
Total liabilities | 338,843 | ||
Dasheng Zhixing, Shenzhen Zhixing, Zhishi Training, Houdezaiwu Online and Tianjin Zhixing | |||
Assets | |||
Costs and expenses | (287) | (1,178) | |
Loss from operations | (287) | (1,178) | |
Others | 3 | 1 | |
Net loss from continuing operations | (284) | (1,177) | |
Net income/(loss) from discontinued operations | (83,653) | 35,792 | 51,167 |
Net income/(loss) | (83,937) | 34,615 | 51,167 |
Net cash provided by/(used in) operating activities from continuing operations | (34,468) | (79,168) | 98,009 |
Net cash used in by investing activities from continuing operations | 20,912 | 65,129 | (103,880) |
Net cash provided by financing activities | (259) | 521 | |
Dasheng Zhixing, Shenzhen Zhixing, Zhishi Training, Houdezaiwu Online and Tianjin Zhixing | Third party | |||
Assets | |||
Costs and expenses | (287) | (1,178) | |
Dasheng Zhixing, Shenzhen Zhixing, Zhishi Training, Houdezaiwu Online and Tianjin Zhixing | External parties | |||
Assets | |||
Net cash (used in)/provided by operating activities | (25,160) | 58,654 | 232,491 |
Net cash (used in)/provided by investing activities | 21,515 | 87,905 | (103,880) |
Dasheng Zhixing, Shenzhen Zhixing, Zhishi Training, Houdezaiwu Online and Tianjin Zhixing | Intra-Group entities | |||
Assets | |||
Net cash (used in)/provided by operating activities | (9,308) | (137,822) | $ (134,482) |
Net cash (used in)/provided by investing activities | (603) | (22,776) | |
Net cash provided by financing activities | $ (259) | $ 521 |
Operations and Reorganization_4
Operations and Reorganization - Liquidity and going concern (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liquidity | |||
Net loss from continuing operations | $ (12,844) | $ (4,191) | |
Accumulated deficit | 331,166 | 288,610 | |
Net current assets | 6,057 | 26,681 | |
Operating cash inflow generated from continuing operation | 1,929 | (4,983) | $ 0 |
China Online Education limited | Discontinued Operations | |||
Liquidity | |||
Net revenue | $ 15,048 | $ 788 |
Significant Accounting Polici_4
Significant Accounting Policies - Comparability and Reclassification Adjustment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies | |||
Foreign currency translation adjustments | $ 9,082 | $ (4,324) | $ (11,556) |
Significant Accounting Polici_5
Significant Accounting Policies - Expected Credit Losses (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Significant Accounting Policies | |
Allowance for receivables | $ 81 |
Significant Accounting Polici_6
Significant Accounting Policies - Long-lived assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Long-lived assets | ||
Impairment of long-lived asset | $ 0 | $ 0 |
Major accounting and ERP software | ||
Long-lived assets | ||
Estimated useful lives (in years) | 10 years | |
Other software | ||
Long-lived assets | ||
Estimated useful lives (in years) | 3 years | |
Computers and equipment | ||
Long-lived assets | ||
Estimated useful lives (in years) | 3 years | |
Furniture and fixtures | ||
Long-lived assets | ||
Estimated useful lives (in years) | 5 years |
Significant Accounting Polici_7
Significant Accounting Policies - Revenues disaggregated by location of students (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues disaggregated by location of students | ||
Total revenues | $ 15,048 | $ 788 |
Hong Kong(China) | ||
Revenues disaggregated by location of students | ||
Total revenues | 9,707 | 371 |
Other areas | ||
Revenues disaggregated by location of students | ||
Total revenues | $ 5,341 | $ 417 |
Significant Accounting Polici_8
Significant Accounting Policies - Revenue recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized contract cost | $ 1,456 | ||
Amortization of contract cost | 1,590 | $ 0 | $ 0 |
Impairment of contract cost assets | 0 | 0 | $ 0 |
Contract liability | |||
Contract liability | 15,025 | 2,770 | |
Refund liability | 121 | 45 | |
Deposits from students | 21 | 59 | |
Deferred revenues | 15,167 | $ 2,874 | |
Revenue recognized from contract with customer liability | 2,401 | ||
Revenue recognized from performance obligations satisfied | 0 | ||
Remaining performance obligation amount | $ 15,025 | ||
Minimum | |||
Contract liability | |||
Revenue expected to be recognized (in months) | 6 months | ||
Maximum | |||
Contract liability | |||
Revenue expected to be recognized (in months) | 18 months |
Significant Accounting Polici_9
Significant Accounting Policies - Sales and marketing expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies | |||
Advertising expense | $ 5,101 | $ 772 | $ 0 |
Significant Accounting Polic_10
Significant Accounting Policies - Operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies | |||
Maximum term of operating lease | 2 years | ||
Operating lease rent expense | $ 699 | $ 263 | $ 0 |
Significant Accounting Polic_11
Significant Accounting Policies - Share-based compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation | |||
Allocated share-based compensation expense | $ (712) | $ (219) | $ 0 |
Selling and marketing expense | |||
Share-based Compensation | |||
Allocated share-based compensation expense | (17) | (106) | |
Product development expenses | |||
Share-based Compensation | |||
Allocated share-based compensation expense | (149) | 4 | |
General and administrative expense | |||
Share-based Compensation | |||
Allocated share-based compensation expense | $ (546) | $ (117) | |
Directors and executive officers | |||
Share-based Compensation | |||
Expected forfeiture rate (post-vesting) (as a percent) | 0% |
Significant Accounting Polic_12
Significant Accounting Policies - Employee benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
PRC Contribution Plan | |||
Employee benefits | |||
Total amounts for employee benefit expenses | $ 779 | $ 120 | $ 0 |
Philippines | |||
Employee benefits | |||
Employee benefit expense | 83 | 65 | $ 0 |
Defined benefit plan liability | $ 156 | $ 203 |
Significant Accounting Polic_13
Significant Accounting Policies - Taxation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
People's Republic of China | |
Taxation | |
Term of tax returns | 5 years |
Hong Kong | |
Taxation | |
Term of tax returns | 6 years |
Philippines | |
Taxation | |
Term of tax returns | 3 years |
Significant Accounting Polic_14
Significant Accounting Policies - Treasury stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2021 | |
Significant Accounting Policies | ||||
Share repurchase authorized amount | $ 2,000 | $ 3,496 | ||
Share repurchase aggregate (in ADS) | 25 | 30,112 | 30,258 | |
Number of ADSs repurchased | 34,875 | |||
Value of shares repurchased | $ 1 | $ 852 | $ 3,142 | |
Average price | $ 0.038 | $ 0.028 | $ 0.1 | $ 0.1 |
Significant Accounting Polic_15
Significant Accounting Policies - Statutory reserves (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Significant Accounting Policies | |
Minimum portion of after tax profit to be allocated to statutory surplus under PRC law (as a percentage) | 10% |
Statutory reserve as a percentage of registered capital up to which after-tax profit of PRC VIEs shall be transferred | 50% |
Minimum portion of after tax profit to be allocated to general reserve under PRC law (as a percentage) | 10% |
General reserve as a percentage of registered capital up to which after-tax profit of PRC subsidiaries shall be transferred | 50% |
Appropriations of statutory reserves | $ 0 |
Risks and concentration - Credi
Risks and concentration - Credit risk (Details) ¥ in Thousands, $ in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 USD ($) |
Risks and Concentration | ||||
Cash and cash equivalents | $ 18,186 | $ 24,611 | ||
Time deposits | 4,872 | 6,499 | ||
Cash and cash equivalents | Geographic concentration risk | Hong Kong | ||||
Risks and Concentration | ||||
Cash and cash equivalents | 5,136 | 3,824 | ||
Cash, insured amount | $ 500 | |||
Cash and cash equivalents | Geographic concentration risk | People's Bank of China | ||||
Risks and Concentration | ||||
Cash and cash equivalents | 2,814 | 1,098 | ||
Cash, insured amount | ¥ | ¥ 500 | |||
Time deposits | Geographic concentration risk | People's Bank of China | ||||
Risks and Concentration | ||||
Time deposits | $ 0 | $ 17,614 |
Risks and Concentration - Conce
Risks and Concentration - Concentration of foreign currency risks (Details) - Foreign currency risks | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customers whose revenue represent greater than 10% of total revenue | |||
Risks and Concentration | |||
Concentration risk (as a percent) | 0% | 0% | 0% |
Distribution channels that represent greater than 10% of total revenues | |||
Risks and Concentration | |||
Concentration risk (as a percent) | 0% | 0% | 0% |
Risks and Concentration - Forei
Risks and Concentration - Foreign currency exchange rate risks (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Risks and Concentration | |||
Currency fluctuations, appreciation | 9.2 | ||
Currency fluctuation, depreciation | 2.3 | 6.5 |
Discontinued operation - Additi
Discontinued operation - Additional Information (Details) - China Mainland Business - Discontinued Operations - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 24, 2022 | |
Discontinued operation | |||||
Gain on deconsolidation | $ (5,566) | $ 250,788 | $ 213,498 | ||
Share purchase agreement | |||||
Discontinued operation | |||||
Exercise price of discontinued operation | $ 0.001 | ||||
Gain on deconsolidation | $ 152,980 | ||||
Percentage of ownership interest prior disposal | 100% | ||||
Percentage of ownership interest after disposal | 0% |
Discontinued operation - Discon
Discontinued operation - Discontinued operation balance sheets (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Discontinued operation | |
Current assets held for sale | $ 117,612 |
Non-current assets held for sale | 22,657 |
Current liabilities held for sale | 290,086 |
Non-current liabilities held for sale | 2,433 |
Discontinued Operations | China Mainland Business | |
Discontinued operation | |
Cash and cash equivalents | 9,069 |
Restricted cash | 7,929 |
Time deposits | 1,098 |
Short-term investments | 90,652 |
Inventory | 169 |
Prepaid expenses and other current assets | 8,695 |
Current assets held for sale | 117,612 |
Property and equipment, net | 2,521 |
Intangible assets, net | 1,642 |
Right-of-use assets | 4,218 |
Time deposits | 4,705 |
Deferred tax assets | 8,882 |
Other non-current assets | 689 |
Non-current assets held for sale | 22,657 |
Advances from students--current | 271,640 |
Accrued expenses and other current liabilities | 11,918 |
Lease liabilities--current | 2,227 |
Taxes payable | 4,301 |
Current liabilities held for sale | 290,086 |
Advances from students--non-current | 177 |
Lease liabilities--non-current | 2,217 |
Other non-current liabilities | 39 |
Non-current liabilities held for sale | $ 2,433 |
Discontinued operation - Disc_2
Discontinued operation - Discontinued operation cash flows (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Discontinued operation | ||||
Net cash provided by/(used in) operating activities | $ (47,630) | $ (100,046) | $ 104,184 | |
Net cash (used in)/ provided by investing activities | 10,149 | 92,661 | (105,988) | |
Net cash provided by/(used in) financing activities | $ 20,484 | (25,926) | 1,288 | |
Discontinued Operations | China Mainland Business | ||||
Discontinued operation | ||||
Net cash provided by/(used in) operating activities | $ (47,630) | (100,046) | 104,184 | |
Net cash (used in)/ provided by investing activities | 10,149 | 92,661 | (105,988) | |
Net cash provided by/(used in) financing activities | $ 20,484 | $ (25,926) | $ 1,288 |
Discontinued operation - Disc_3
Discontinued operation - Discontinued operation consolidated operations income loss (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||||
Net income/(loss) from discontinued operations, net of income tax | $ (29,712) | $ 22,929 | $ 21,241 | |
Income/(loss) before income tax | 152,980 | |||
Net income/(loss) from discontinued operations, net of income tax | $ 29,712 | (22,929) | (21,241) | |
Discontinued Operations | China Mainland Business | ||||
Major classes of line items constituting pretax profit of discontinued operations | ||||
Net revenues | $ 14,910 | 337,029 | 297,516 | |
Cost of revenues | (20,476) | (86,241) | (84,018) | |
Gross profit/(loss) | (5,566) | 250,788 | 213,498 | |
Operating expenses: | ||||
Sales and marketing expenses | (8,225) | (161,148) | (150,132) | |
Product development expenses | (1,839) | (27,514) | (23,601) | |
General and administrative expenses | (13,804) | (48,506) | (31,025) | |
Goodwill and intangibles impairment | (4,976) | |||
Total operating expenses | (23,868) | (242,144) | (204,758) | |
Other income | 460 | 3,586 | 6,264 | |
Net income/(loss) from discontinued operations, net of income tax | (28,974) | 12,230 | 15,004 | |
Other income, net | 1,107 | 3,405 | 5,585 | |
Income/(loss) before income tax | (27,867) | 15,635 | 20,589 | |
Income tax benefits/(expenses) | (1,845) | 7,294 | 652 | |
Net income/(loss) from discontinued operations, net of income tax | $ (29,712) | $ 22,929 | $ 21,241 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Prepaid expenses and other current assets | ||
Costs to obtain contracts with customers | $ 1,457 | |
Cost to collect tuition fee from third-party payment channel | 302 | |
Prepaid taxes | 280 | $ 341 |
Deposit in third-party payment channel | 278 | 380 |
Prepaid advertising expenses | 172 | |
Prepaid professional service fees | 164 | 119 |
Prepaid rental and other deposits | 138 | 226 |
Prepaid Directors & Officers insurance | 120 | 128 |
Others | 598 | 1,333 |
Total | 3,509 | $ 2,527 |
Amount received to transfer the creditor's rights with employees | 445 | |
Amount received from employees | $ 445 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment, net | |||
Total | $ 1,243 | $ 4,436 | |
Less: Accumulated depreciation | (1,218) | (4,288) | |
Property and equipment, net | 25 | 148 | |
Depreciation expenses | 91 | 92 | $ 0 |
Computers and equipment | |||
Property and equipment, net | |||
Total | 1,235 | 2,073 | |
Furniture and fixtures | |||
Property and equipment, net | |||
Total | 7 | 514 | |
Leasehold improvement | |||
Property and equipment, net | |||
Total | $ 1 | $ 1,849 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets, net | |||
Total | $ 125 | $ 125 | |
Less: Accumulated amortization | (21) | (9) | |
Intangible assets, net | 104 | 116 | |
Amortization expenses | 12 | 5 | $ 0 |
Impairment of intangible assets | 0 | 0 | $ 0 |
Computer software | |||
Intangible assets, net | |||
Total | 5 | 5 | |
Copyright for teaching materials | |||
Intangible assets, net | |||
Total | $ 120 | $ 120 |
Intangible assets, net - Future
Intangible assets, net - Future amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amortization expense of intangible assets for future years | ||
2023 | $ 12 | |
2024 | 12 | |
2025 | 12 | |
2026 | 12 | |
2027 and thereafter | 56 | |
Intangible assets, net | $ 104 | $ 116 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of lease expense | |||
Operating lease cost | $ 662 | $ 263 | |
Lease cost for leases with terms less than one year | 37 | ||
Total lease cost | 699 | 263 | |
Variable lease cost | 0 | 0 | $ 0 |
Sublease income | $ 0 | $ 0 | $ 0 |
Operating Leases - Maturities o
Operating Leases - Maturities of lease liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Maturities of lease liabilities | |
2023 | $ 435 |
2024 | 326 |
Total undiscounted lease payments | 761 |
Less: imputed interest | (27) |
Total lease liabilities | $ 734 |
Operating Leases - Lease terms
Operating Leases - Lease terms and discount rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Weighted average remaining lease term(years) | 1 year 7 months 2 days | 2 years 3 months 14 days |
Weighted average discount rate(percentage) | 4.75% | 5.43% |
Operating Leases - Supplemental
Operating Leases - Supplemental information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases | ||
Cash paid for operating leases | $ 466 | $ 1,424 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 863 | $ 151 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued expenses and other current liabilities | ||
Salaries, welfare and outsourcing fee payable | $ 1,916 | $ 1,382 |
Accrued advertising and other expenses | 1,596 | 647 |
Accrued professional service fees | 613 | 820 |
Accrued rental and property management fees | 71 | 71 |
Accrued staff reimbursements | 49 | 5 |
Others | 96 | 247 |
Total | $ 4,341 | $ 3,172 |
Taxation - Income taxes (Detail
Taxation - Income taxes (Details) $ in Thousands, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) shares | Dec. 31, 2020 HKD ($) | Dec. 31, 2019 HKD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Cayman Islands | |||||
Income taxes | |||||
Withholding tax | $ 0 | ||||
Philippines | |||||
Income taxes | |||||
Income tax rate (as a percent) | 25% | ||||
Philippines | Philippines Co II | |||||
Income taxes | |||||
Percentage of exemption from corporate income tax | 100% | ||||
Income tax holiday (in years) | P4Y | ||||
Philippines | Philippines Co I and Philippines Co III | |||||
Income taxes | |||||
Income tax rate (as a percent) | 25% | ||||
VAT tax (as a percent) | 12% | ||||
Philippines | Philippines Co I, Philippines Co II and Philippines Co III | |||||
Income taxes | |||||
Withholding tax | $ 0 | $ 0 | $ 0 | ||
Withholding tax rate on dividends | 25% | ||||
Singapore | |||||
Income taxes | |||||
Income tax rate (as a percent) | 17% | ||||
Malaysia | |||||
Income taxes | |||||
Income tax rate (as a percent) | 17% | ||||
Income tax amount (in shares) | shares | 500,000 | ||||
Income tax amount | $ 113,230 | ||||
Taxable income (as a percent) | 24% | ||||
First HK$2 million of profits | Hong Kong | |||||
Income taxes | |||||
Income tax rate (as a percent) | 8.25% | 8.25% | |||
Profits earned by subsidiaries | $ 2 | $ 2 | |||
Remaining profits | Hong Kong | |||||
Income taxes | |||||
Income tax rate (as a percent) | 16.50% | 16.50% |
Taxation - PRC Withholding Tax
Taxation - PRC Withholding Tax on Dividends (Details) - PRC | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes | |
Withholding tax rate on dividends distributed by a foreign-invested entity ("FIE") to its immediate holding company outside of China (as a percent) | 10% |
Reduced withholding tax rate, if the foreign investor owns directly at least 25% of the shares of the FIE. (as a percent) | 5% |
Minimum percentage of equity interest in a PRC-resident enterprise to be held by a qualified Hong Kong tax resident for reduced withholding tax rate | 25% |
Taxation - Income tax expenses
Taxation - Income tax expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income/(loss) before income tax expenses | ||
Income /(loss) before income tax expenses, International entities | $ (14,358) | $ (1,826) |
Income /(loss) before income tax expenses, PRC entities | 1,574 | (2,265) |
Loss before income tax | (12,784) | (4,091) |
Current income tax expenses, International entities | 50 | 48 |
Current income tax expenses | 50 | 48 |
Deferred income tax expenses/(benefit), International entities | 10 | 52 |
Deferred income tax benefit | 10 | 52 |
Income tax expenses/(benefit), International entities | 60 | 100 |
Income tax expenses/(benefit) | $ 60 | $ 100 |
Taxation - Tax holiday effect (
Taxation - Tax holiday effect (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Taxation | ||
Basic and diluted benefit per share effect | $ 0 | $ 0 |
Taxation - Reconciliation of st
Taxation - Reconciliation of statutory tax rate and effective tax rate (Details) - PRC | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of the differences between statutory tax rate and the effective tax rate for China | |||
PRC statutory tax rate (as a percent) | 25% | 25% | 25% |
Effect on tax rates in different tax jurisdiction (as a percent) | (15.40%) | (2.68%) | |
Effect on tax holiday (as a percent) | 0% | (0.01%) | |
Changes in valuation allowance (as a percent) | (5.69%) | (17.26%) | |
Permanent book-tax differences-non-deductible expenses (as a percent) | (4.38%) | (7.49%) | |
Effective tax rate (as a percent) | (0.47%) | (2.44%) |
Taxation - Deferred Tax Assets
Taxation - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Tax loss carryforwards | $ 4,763 | $ 3,715 |
Defined benefits liabilities | 24 | 38 |
Accruals and other liabilities | 2 | 1 |
Share-based compensation | (39) | (83) |
Less: Valuation allowance | (4,361) | (3,633) |
Total deferred tax assets, net | 389 | 38 |
Tax loss carryforwards | ||
Tax loss carryforwards will expire in 2023 | 177 | |
Tax loss carryforwards will expire in 2024 | 4,371 | |
Tax loss carryforwards will expire in 2025 | 6,591 | |
Tax loss carryforwards will expire in 2026 | 2,246 | |
Tax loss carryforwards will expire in 2027 | 9,422 | |
Deferred tax liabilities | ||
Unrealized foreign exchange gain | (109) | |
Contract costs related assets | (364) | |
Total deferred tax liabilities | (473) | |
Net deferred tax asset/(liabilities) | $ (84) | |
Net deferred tax asset/(liabilities) | $ 38 |
Taxation - Movement of Valuatio
Taxation - Movement of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Taxation | ||
Balance at beginning of the year | $ (3,633) | |
Provision | (1,259) | $ (3,633) |
Current period reversal | 531 | |
Balance at end of the year | $ (4,361) | $ (3,633) |
Ordinary shares (Details)
Ordinary shares (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 04, 2020 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 USD ($) shares | |
Ordinary shares | ||||
Redesignation or conversion ratio adopted for conversion of ordinary shares into Class B shares prior to the completion of the IPO | 1 | |||
Follow-on public offering | $ | $ 5,636 | |||
Ordinary shares authorized | 1,500,000,000 | 1,500,000,000 | ||
Ordinary shares issued | 337,816,197 | 337,489,751 | 325,733,064 | |
Ordinary shares outstanding | 337,816,197 | 333,581,801 | 323,640,564 | |
RSUs | ||||
Ordinary shares | ||||
Forfeited (in shares) | 22 | |||
Settlement Of RSU by new issuance (in shares) | 291,495 | 4,243,680 | 1,865,055 | |
Follow on Offering | ||||
Ordinary shares | ||||
Follow-on public offering | $ | $ 6,216 | |||
Class A ordinary shares | ||||
Ordinary shares | ||||
Ordinary shares authorized | 1,000,000,000 | 1,000,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares issued | 234,209,217 | 233,882,749 | 196,045,898 | |
Ordinary shares outstanding | 234,209,217 | 229,974,799 | 193,953,398 | |
Exercised (in shares) | 4,287,360 | 5,103,015 | ||
Forfeited (in shares) | 34,995 | |||
Issuance for acquisition of subsidiaries (in shares) | 3,225,647 | |||
Share repurchase program (in shares) | 1,815,450 | 2,094,000 | ||
Settlement of RSUs or stock options by reissuance of treasury stocks (in shares) | 3,907,950 | 1,808,220 | ||
Conversion of ordinary shares | 26,080,164 | 93,426,495 | ||
Class A ordinary shares | Follow on Offering | ||||
Ordinary shares | ||||
Follow-on public offering (in shares) | 4,907,100 | 4,907,100 | ||
Shares price (in dollars per share) | $ / shares | $ 1.27 | |||
Class B ordinary shares | ||||
Ordinary shares | ||||
Ordinary shares authorized | 350,000,000 | 350,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares issued | 103,606,980 | 103,607,002 | 129,687,166 | |
Ordinary shares outstanding | 103,606,980 | 103,607,002 | 129,687,166 | |
Forfeited (in shares) | 22 | |||
Ordinary shares to be designated | ||||
Ordinary shares | ||||
Ordinary shares authorized | 150,000,000 | 150,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Share-based Compensation - Gene
Share-based Compensation - General (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) item shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Share-based Compensation | |||
Share-based compensation expenses | $ | $ 712 | $ 219 | $ 0 |
Unrecognized compensation cost | $ | $ 815 | ||
Period of recognition of compensation cost | 1 year 4 months 20 days | ||
Class A ordinary shares | |||
Share-based Compensation | |||
Shares reserved for future issuance (as a percent) | 1.50% | ||
Class A ordinary shares | Pre-IPO Plans | |||
Share-based Compensation | |||
Shares authorized to grant (in shares) | 36,229,922 | ||
Class A ordinary shares | 2016 Plan | |||
Share-based Compensation | |||
Shares authorized to grant (in shares) | 4,600,000 | ||
Number of shares available after consideration and other changes | 21,209,627 | ||
Employee stock option | |||
Share-based Compensation | |||
Contractual term (in years) | 10 years | ||
Employee stock option | Pre-IPO Plans | Minimum | |||
Share-based Compensation | |||
Continuous service period (in years) | 3 years | ||
Employee stock option | Pre-IPO Plans | Maximum | |||
Share-based Compensation | |||
Continuous service period (in years) | 4 years | ||
Employee stock option | Schedule A | Pre-IPO Plans | Vesting second anniversary | |||
Share-based Compensation | |||
Vesting percentage (as a percent) | 50% | ||
Vesting period | 2 years | ||
Employee stock option | Schedule A | Pre-IPO Plans | Vesting in third anniversary | |||
Share-based Compensation | |||
Vesting percentage (as a percent) | 25% | ||
Vesting period | 3 years | ||
Employee stock option | Schedule A | Pre-IPO Plans | Vesting in fourth anniversary | |||
Share-based Compensation | |||
Vesting percentage (as a percent) | 25% | ||
Vesting period | 4 years | ||
Employee stock option | Schedule B | Pre-IPO Plans | |||
Share-based Compensation | |||
Vesting period | 4 years | ||
Vesting at each anniversary (as a percent) | 25% | ||
Employee stock option | Schedule C | Pre-IPO Plans | |||
Share-based Compensation | |||
Vesting period | 3 years | ||
Vesting at each anniversary (as a percent) | 33% | ||
RSUs | 2016 Plan | Minimum | |||
Share-based Compensation | |||
Number of vesting schedules | item | 1 | ||
Vesting period | 2 years | ||
RSUs | 2016 Plan | Maximum | |||
Share-based Compensation | |||
Number of vesting schedules | item | 4 | ||
Vesting period | 4 years | ||
RSUs | Schedule D | 2016 Plan | Vesting second anniversary | Maximum | |||
Share-based Compensation | |||
Vesting at each anniversary (as a percent) | 50% | ||
RSUs | Schedule D | 2016 Plan | Vest at third and fourth anniversary | Minimum | |||
Share-based Compensation | |||
Vesting at each anniversary (as a percent) | 25% | ||
RSUs | Schedule E | 2016 Plan | |||
Share-based Compensation | |||
Vesting each quarter (as a percent) | 6.25% | ||
RSUs | Schedule F | 2016 Plan | |||
Share-based Compensation | |||
Vesting period | 4 years | ||
Vesting at each anniversary (as a percent) | 25% | ||
RSUs | Schedule G | 2016 Plan | |||
Share-based Compensation | |||
Vesting period | 2 years | ||
Vesting at each anniversary (as a percent) | 50% | ||
RSUs | Schedule H | 2016 Plan | |||
Share-based Compensation | |||
Vesting period | 2 years | ||
Vesting at each anniversary (as a percent) | 25% |
Share-based Compensation - Valu
Share-based Compensation - Valuation (Details) - Employee stock option | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options: | |||
Contractual term (in years) | 0 years | ||
Expected volatility, minimum (as a percent) | 57.70% | 51% | |
Expected volatility, maximum (as a percent) | 59.40% | 58% | |
Minimum | |||
Stock options: | |||
Contractual term (in years) | 10 years | 10 years | |
Exercise multiple | 2.2 | 2.2 | |
Risk-free interest rate, minimum (per annum) | 1.45% | 0.66% | |
Maximum | |||
Stock options: | |||
Contractual term (in years) | 10 years | 10 years | |
Exercise multiple | 2.8 | 2.8 | |
Risk-free interest rate, maximum (per annum) | 1.87% | 1.92% |
Share-based Compensation - Acti
Share-based Compensation - Activity (Details) - Pre-IPO Plans - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options Outstanding | |||
Outstanding, beginning (in shares) | 11,248,155 | 19,349,805 | |
Options granted (in shares) | 1,280,000 | ||
Exercised (in shares) | (34,995) | (4,287,360) | |
Forfeited (in shares) | (835,760) | (5,094,290) | |
Outstanding, ending (in shares) | 10,377,400 | 11,248,155 | 19,349,805 |
Vested and expected to vest, ending (in shares) | 10,268,256 | ||
Exercisable, ending (in shares) | 9,988,385 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning (per share) | $ 0.1540 | $ 0.2313 | |
Granted (per share) | 0.4410 | ||
Exercised (per share) | 0.0500 | 0.1846 | |
Forfeited (per share) | 0.4131 | 0.4941 | |
Outstanding, ending (per share) | 0.1334 | $ 0.1540 | $ 0.2313 |
Vested and expected to vest, ending (per share) | 0.1319 | ||
Exercisable, ending (per share) | $ 0.1258 | ||
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding | 2 years 8 months 15 days | 3 years 9 months 7 days | 5 years 4 months 24 days |
Vested and expected to vest at the end of the period | 11 months 26 days | ||
Exercisable at the end of the period | 9 months 21 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ (295) | $ (824) | $ 30,495 |
Vested and expected to vest | (276) | ||
Exercisable | $ (207) | ||
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning (per share) | $ 0.4158 | $ 0.5231 | |
Granted (per share) | 0.6204 | ||
Exercised (per share) | 0.3066 | 0.6536 | |
Forfeited (per share) | 0.6153 | 0.6746 | |
Outstanding, ending (per share) | $ 0.4001 | $ 0.4158 | $ 0.5231 |
Vested and expected to vest, ending (per share) | 0.4003 | ||
Exercisable, ending (per share) | 0.3982 |
Share-based Compensation - RSUs
Share-based Compensation - RSUs (Details) - RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numbers of Shares | ||
Beginning of the period (in shares) | 2,880,065 | 7,430,024 |
Granted (in shares) | 11,042,990 | 4,336,815 |
Vested (in shares) | (4,199,445) | (4,243,680) |
Forfeited (in shares) | (2,118,691) | (4,643,094) |
End of the period (in shares) | 7,604,919 | 2,880,065 |
Weighted Average Grant Date Fair Value | ||
Beginning of the period (per share) | $ 0.86 | $ 0.86 |
Granted (per share) | 0.08 | 1.04 |
Vested (per share) | 0.37 | 0.95 |
Forfeited (per share) | 0.34 | 0.94 |
End of the period (per share) | $ 0.14 | $ 0.86 |
Net income_(loss) per share (De
Net income/(loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2022 | |
Net loss per share | ||||
Number of common stock per ADS | 60 | 15 | ||
Numerator: | ||||
Net income/(loss) from discontinued operations, net of income tax | $ (29,712) | $ 22,929 | $ 21,241 | |
Net loss from continuing operations | $ (12,844) | $ (4,191) | ||
Denominator: | ||||
-basic | 335,640,275 | 328,484,502 | 319,553,690 | |
-diluted | 335,640,275 | 328,484,502 | 319,553,690 | |
Basic net income/(loss) per share attributable to ordinary shareholders | $ (0.09) | $ 0.07 | $ 0.07 | |
Diluted net income/(loss) per share attributable to ordinary shareholders | (0.09) | 0.07 | $ 0.07 | |
Basic net income/(loss) per share attributable to ordinary shareholders | (0.04) | (0.01) | ||
Diluted net income/(loss) per share attributable to ordinary shareholders | $ (0.04) | $ (0.01) | ||
Discontinued Operations | ||||
Denominator: | ||||
-basic | 335,640,275 | 328,484,502 | 319,553,690 | |
-diluted | 335,640,275 | 328,484,502 | 319,553,690 | |
Stock options and restricted share units | ||||
Net loss per share | ||||
Anti-dilutive and excluded from the calculation of diluted net loss per share (in shares) | 13,657,466 | 11,453,175 | 21,949,428 | |
ADS | ||||
Denominator: | ||||
Basic net income/(loss) per share attributable to ordinary shareholders | $ (5.31) | $ 4.19 | $ 3.99 | |
Diluted net income/(loss) per share attributable to ordinary shareholders | (5.31) | 4.19 | $ 3.99 | |
Basic net income/(loss) per share attributable to ordinary shareholders | (2.30) | (0.77) | ||
Diluted net income/(loss) per share attributable to ordinary shareholders | $ (2.30) | $ (0.77) |
Commitments and contingencies_2
Commitments and contingencies (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Purchase commitments | |
Purchase commitments | $ 25 |
Purchase commitments, Less than One Year | 25 |
Future Minimum Commitments | |
Future minimum commitments | 25 |
Future minimum commitments, Less Than One Year | $ 25 |
Related party transactions - Ma
Related party transactions - Material related party transactions (Details) - Dasheng Holding (HK) Limited $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Online English language education services | |
Transactions with related parties | |
Product development labor service | $ 505 |
Internet service | 56 |
Balances with related parties | |
Amounts due to Dasheng Holding (HK) Limited, its subsidiary and its consolidated VIEs* | 389 |
Online Education HK Limited | |
Transactions with related parties | |
Agent services provided to the China Online Education (HK) Limited, its subsidiary and its consolidated VIEs* | $ 92 |
Profit appropriation and rest_3
Profit appropriation and restricted net assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Profit appropriation and restricted net assets | |
Percentage of after-tax profits required to be appropriated to statutory general reserve fund | 10% |
General reserve as a percentage of registered capital up to which after-tax profit of PRC subsidiary, VIE and VIE's subsidiary shall be transferred | 50% |
Registered capital of the Company's PRC subsidiary and consolidated VIEs | $ 10,000 |
Profit appropriation and rest_4
Profit appropriation and restricted net assets - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets | ||||
Cash and cash equivalents | $ 18,186 | $ 24,611 | ||
Time deposits | 4,872 | 6,499 | ||
Prepaid expenses and other current assets | 3,509 | 2,527 | ||
Total current assets | 26,567 | 151,249 | ||
Non-current assets | ||||
Time deposits | 11,115 | |||
Other non-current assets | 169 | 174 | ||
Current liabilities | ||||
Accrued expenses and other current liabilities | 4,341 | 3,172 | ||
Taxes payables | 186 | 95 | ||
Total current liabilities | 20,510 | 297,042 | ||
Non-current liabilities | ||||
Total non-current liabilities | 547 | 3,453 | ||
Total liabilities | 21,057 | 300,495 | ||
Shareholders' deficit/(equity): | ||||
Treasury stock | (6,640) | |||
Additional paid-in capital | 337,407 | 187,841 | ||
Accumulated other comprehensive (loss)/income | 303 | (6,052) | ||
Accumulated deficit | (331,166) | (288,610) | ||
Total shareholders' (deficit)/equity | 6,577 | (113,428) | $ (132,866) | $ (150,033) |
Total liabilities and shareholders' (deficit)/equity | 27,634 | 187,067 | ||
Class A ordinary shares | ||||
Shareholders' deficit/(equity): | ||||
Ordinary shares | 23 | 23 | ||
Class B ordinary shares | ||||
Shareholders' deficit/(equity): | ||||
Ordinary shares | 10 | 10 | ||
Condensed | ||||
Current assets | ||||
Cash and cash equivalents | 4,207 | 11,939 | ||
Time deposits | 4,872 | 6,499 | ||
Prepaid expenses and other current assets | 642 | 1,229 | ||
Total current assets | 9,721 | 19,667 | ||
Non-current assets | ||||
Time deposits | 11,115 | |||
Amounts due from inter-company entities | 11,425 | 64,448 | ||
Other non-current assets | 69 | 87 | ||
Total non-current assets | 11,494 | 75,650 | ||
Total assets | 21,215 | 95,317 | ||
Current liabilities | ||||
Accrued expenses and other current liabilities | 563 | 1,009 | ||
Taxes payables | 135 | 135 | ||
Total current liabilities | 698 | 1,144 | ||
Non-current liabilities | ||||
Amounts due to inter-company entities | 5,824 | 1,676 | ||
Deficits of investments in subsidiaries and the VIEs | 8,116 | 205,925 | ||
Total non-current liabilities | 13,940 | 207,601 | ||
Total liabilities | 14,638 | 208,745 | ||
Shareholders' deficit/(equity): | ||||
Treasury stock | (6,640) | |||
Additional paid-in capital | 337,407 | 187,841 | ||
Accumulated other comprehensive (loss)/income | 303 | (6,052) | ||
Accumulated deficit | (331,166) | (288,610) | ||
Total shareholders' (deficit)/equity | 6,577 | (113,428) | ||
Total liabilities and shareholders' (deficit)/equity | 21,215 | 95,317 | ||
Condensed | Class A ordinary shares | ||||
Shareholders' deficit/(equity): | ||||
Ordinary shares | 23 | 23 | ||
Condensed | Class B ordinary shares | ||||
Shareholders' deficit/(equity): | ||||
Ordinary shares | $ 10 | $ 10 |
Profit appropriation and rest_5
Profit appropriation and restricted net assets - Condensed Statements of Operations and Comprehensive Income/(Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||
Sales and marketing expenses | $ (13,279) | $ (3,430) | |
Product development expenses | (2,865) | (135) | |
General and administrative expenses | (8,068) | (1,685) | |
Share of income/(loss) of discontinued operations | (29,712) | 22,929 | $ 21,241 |
Total operating expenses | (24,212) | (5,250) | |
Loss from operations | (12,358) | (4,592) | |
Loss before income tax expenses | (12,784) | (4,091) | |
Income tax expenses | (60) | (100) | |
Net loss from continuing operations | (12,844) | (4,191) | |
Net income/(loss) from discontinuing operations | 29,712 | (22,929) | (21,241) |
Net income/(loss), all attributable to the Company's ordinary shareholders | (42,556) | 18,738 | 21,241 |
Comprehensive income/(loss): | |||
Net income/(loss) | (42,556) | 18,738 | 21,241 |
Other comprehensive income/(loss) | |||
Foreign currency translation adjustments | 9,082 | (4,324) | (11,556) |
Total comprehensive income/(loss) | (36,201) | 14,414 | 9,685 |
Condensed | |||
Operating expenses: | |||
Sales and marketing expenses | (55) | 0 | 0 |
Product development expenses | (1,240) | 0 | 0 |
General and administrative expenses | (2,480) | (850) | 0 |
Share of income/(loss) of subsidiaries and the VIEs | (8,060) | (3,687) | 0 |
Total operating expenses | (11,835) | (4,537) | 0 |
Loss from operations | (11,835) | (4,537) | 0 |
Others | (1,008) | 363 | 0 |
Loss before income tax expenses | (12,843) | (4,174) | 0 |
Income tax expenses | (1) | (17) | 0 |
Net loss from continuing operations | (12,844) | (4,191) | 0 |
Net income/(loss) from discontinuing operations | (29,712) | 22,929 | 21,241 |
Net income/(loss), all attributable to the Company's ordinary shareholders | (42,556) | 18,738 | 21,241 |
Comprehensive income/(loss): | |||
Net income/(loss) | (42,556) | 18,738 | 21,241 |
Other comprehensive income/(loss) | |||
Foreign currency translation adjustments | 9,082 | (4,324) | (11,556) |
Reclassification of exchange differences on translation of operations to consolidated statement of operations | (2,727) | 0 | 0 |
Total comprehensive income/(loss) | $ (36,201) | $ 14,414 | $ 9,685 |
Profit appropriation and rest_6
Profit appropriation and restricted net assets - Condensed Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net cash (used in)/provided by operating activities | $ (45,701) | $ (105,029) | $ 104,184 |
Cash flows from investing activities: | |||
Placement of time deposits | (4,872) | (17,553) | |
Withdrawal of time deposits | 17,614 | 23,317 | |
Net cash (used in)/provided by investing activities | 2,508 | 98,308 | (105,988) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 8 | ||
Net cash provided by/ (used in) financing activities | 20,484 | (2,351) | 1,288 |
Effect of exchange rate changes on cash and cash equivalents | (714) | 618 | 1,418 |
Net increase (decrease) in cash and cash equivalents | (23,423) | (8,454) | 902 |
Cash and cash equivalents at the beginning of the year from continuing operations | 24,611 | ||
Cash and cash equivalents at the end of the year from continuing operations | 18,186 | 24,611 | |
Condensed | |||
Cash flows from operating activities: | |||
Net cash (used in)/provided by operating activities | (3,210) | 112 | (2,144) |
Cash flows from investing activities: | |||
Placement of time deposits | (4,872) | (24,474) | (7,058) |
Withdrawal of time deposits | 17,614 | 30,773 | 6,902 |
Net cash (used in)/provided by investing activities | (8,113) | 11,853 | (156) |
Cash flows from financing activities: | |||
Share repurchase program | (3,143) | (3,498) | |
Proceeds from exercise of stock options | 791 | 1,474 | |
Proceeds from issuance of stocks, net of offering expenses | 5,636 | ||
Net cash provided by/ (used in) financing activities | 4,078 | (2,352) | 3,612 |
Effect of exchange rate changes on cash and cash equivalents | (487) | 15 | |
Net increase (decrease) in cash and cash equivalents | (7,732) | 9,628 | 1,312 |
Cash and cash equivalents at the beginning of the year from continuing operations | 11,939 | 2,311 | 999 |
Cash and cash equivalents at the end of the year from continuing operations | 4,207 | 11,939 | $ 2,311 |
Intra-Group entities | Condensed | |||
Cash flows from investing activities: | |||
Net cash (used in)/provided by investing activities | (20,855) | $ 5,554 | |
Cash flows from financing activities: | |||
Net cash provided by/ (used in) financing activities | $ 4,078 |
Segment Information - Geographi
Segment Information - Geographical location (Details) $ in Thousands | Dec. 31, 2022 USD ($) country | Dec. 31, 2021 USD ($) |
Segment information | ||
Principal geographical areas | country | 3 | |
Property and equipment, net | $ 25 | $ 148 |
Right-of-use assets | 769 | 1,570 |
China | ||
Segment information | ||
Right-of-use assets | 769 | 308 |
Philippines | ||
Segment information | ||
Property and equipment, net | $ 25 | 148 |
Right-of-use assets | $ 1,262 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent events - SVB - USD ($) $ in Thousands | Mar. 13, 2023 | Mar. 10, 2023 |
Subsequent events | ||
Cash and cash equivalents | $ 728 | |
Cash deposit | $ 428 | |
Cash withdrawn | $ 300 |