Form: 6-K

Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments

December 8, 2020

Exhibit 99.1

 

RYB Education, Inc. Reports Third Quarter 2020 Financial Results

 

BEIJING, December 7, 2020 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the third quarter of 2020.

 

Impact from COVID-19

 

In the first nine months of 2020, the COVID-19 pandemic caused substantial disruptions to the Company’s operations. Due to the extraordinary challenges presented by COVID-19, the Company’s facilities in China were temporarily closed for most of the first half of 2020. In response to the pandemic, the Company has taken prompt and proactive measures to ensure business sustainability and financial flexibility. These actions include in-school health protocols, supportive measures for franchisees and stringent cost control measures to strengthen the balance sheet and liquidity position. Thanks to the effective control of COVID-19 and an accelerated economic recovery in China, the Company’s facilities have begun a phased reopening in late May. By the end of September, most of the Company’s directly operated facilities in both China and Singapore had reopened. Moreover, over 90% of the Company’s franchise play-and-learn centers have resumed operations.

 

Third Quarter 2020 Operational and Financial Summary

 

·                  Number of students enrolled at directly operated facilities was 33,760 as of September 30, 2020, compared with 30,184 as of September 30, 2019.

 

·                  Net revenues were $32.6 million, compared with $43.7 million for the third quarter of 2019.

 

·                  Gross profit was $2.0 million, compared with $3.1 million for the third quarter of 2019.

 

·                  Net loss attributable to ordinary shareholders of RYB for the third quarter of 2020 was $7.1 million, compared with $3.3 million for the third quarter of 2019. Adjusted net loss attributable to ordinary shareholders1 of RYB for the third quarter of 2020 was $6.5 million, compared with $2.5 million for the third quarter of 2019.

 

·                  Cash generated from operating activities was $14.6 million in the third quarter of 2020, compared to $12.0 million for the third quarter of 2019.

 

“Thanks to the effective control of COVID-19 in China, our facilities have been able to begin a phased reopening as of late May, gradually resuming normal operation across the country. At the end of September, the back-to-school rate2 to our directly operated kindergartens in China was close to 90%, as we kept continuous communication with parents during the temporary closure period and undertook proactive preparations for reopening,” said Ms. Yanlai Shi, Co-founder, Director and Chief Executive Officer of RYB. “We also provided our franchisees with various forms of support, helping to maintain stable franchise operations during the temporary closure. To date, our franchised facilities have largely resumed normal operation. The Company has encountered many challenges brought by the COVID-19 pandemic since the first quarter of 2020. In response to these unprecedented circumstances, we effectively adjusted operations and took decisive measures in cost reduction.

 

“In addition, the Company continues to improve the efficiency of its core business and aims to maximize customer value through its online system empowerment. In terms of our play-and-learn center franchise operation, a new pilot management system is under way to our franchisees which will cover aspects of daily operation including marketing, enrollment, and teaching. Similarly, we look forward to introducing the management and service system of kindergarten to facility operators in the future as that system has been continuously improved during the use of the directly operated kindergartens. We are excited about innovations in operations systems and digital tools, coupled with the enrichment of educational content, which can help us better reach and provide services to children and families directly. Closely following regulatory requirements and actively responding to preschool policies, we firmly believe in our long-term value proposition and healthy growth potential, which is enhanced by our efforts in digitalization and innovations in educational practices in early education,” concluded Ms. Shi.

 

Mr. Hao Gu, Chief Financial Officer of RYB, added, “We are pleased with our business recovery in the quarter as the Company, as of the beginning of September, resumed operations at most of its directly operated and franchise facilities. In the third quarter, thanks to our success in reopening facilities and the efforts we made to restore our core business operations, our top line recovered with more than 150% growth from the previous quarter. In addition, SG&A expenses decreased by 26.8% compared with the same quarter last year, as we continued to adopt stringent cost control measures. Cash balance also improved by $11.4 million from the end of the second quarter which gave us additional financial flexibility and a solid foundation for operations. Going forward, we will stay focused and continue to optimize the standardized operation of our kindergartens and play-and-learn centers, provide more systematic and standardized support to local operations, and improve operational performance and efficiency of facilities.”

 


1  Adjusted net loss attributable to ordinary shareholders is a non-GAAP financial measure, which is defined as net loss attributable to ordinary shareholders excluding share-based compensation expenses and changes of redeemable non-controlling interests. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” included elsewhere in this earnings release.

 

2  Back-to-school rate refers to the percentage of the students returned to school who had been enrolled before the temporary closure of the Company’s directly operated facilities in China due to COVID-19.

 


 

Third Quarter 2020 Financial Results

 

Net Revenues

 

Net revenues for the third quarter of 2020 were $32.6 million, compared with $43.7 million for the same quarter of 2019.

 

Service revenues for the third quarter of 2020 were $29.8 million, compared with $39.5 million for the same quarter of 2019. The decrease was primarily caused by decreased tuition fees due to COVID-19 impact. While over 60% of the directly operated facilities in China have gradually resumed operations since late May, another over 30% reopened in September. The decrease in service revenues was partially offset by increase of tuition fee revenues of the Singapore operations, contributed by an increase in student enrollment and a few newly opened facilities in Singapore.  Franchise service revenues also decreased due to the slowdown of play-and-learn center network expansion and lower revenues generated from existing franchisees as their recovery from operation suspension was gradual in the third quarter after reopenings in late May.

 

Product revenues for the third quarter of 2020 were $2.8 million, compared with $4.2 million for the same quarter of 2019. The decrease was primarily due to a decrease in the amount of merchandise sold through the Company’s franchise network as their recovery from operation suspension was gradual in the third quarter since its resumption in late May.

 

Cost of Revenues

 

Cost of revenues for the third quarter of 2020 was $30.5 million, a 24.8% decrease from $40.6 million for the same quarter of 2019. Cost of revenues for services for the third quarter of 2020 was $29.2 million, compared with $38.5 million for the same quarter of 2019. The decrease was primarily due to decrease in staff compensation, direct cost and rental cost at the Company’s directly operated facilities and staff compensation of the Company’s franchise business units. Cost of products revenues for the third quarter of 2020 was $1.4 million, a 33.3% decrease compared with $2.1 million for the same quarter of 2019.

 

Gross Profit and Gross Margin

 

Gross profit for the third quarter of 2020 were $2.0 million, compared with $3.1 million for the same quarter of 2019.

 

Gross margin for the third quarter of 2020 was 6.2%, compared with 7.1% for the same quarter of 2019.

 

Operating Expenses

 

Total operating expenses for the third quarter of 2020 were $5.5 million, compared with $7.6 million for the same quarter of 2019. Excluding share-based compensation expenses, operating expenses were $4.9 million, a decrease of 27.3% from $6.8 million for the third quarter of 2019.

 

Selling expenses for the third quarter of 2020 were $0.5 million, compared with $0.8 million for the same quarter of 2019.

 

General and administrative (“G&A”) expenses for the third quarter of 2020 were $5.0 million, compared with $6.7 million for the same quarter of 2019. Excluding share-based compensation expenses, G&A expenses were $4.4 million for the third quarter of 2020, representing a 25.5% decrease from $5.9 million for the same quarter of 2019. The decrease in G&A expenses, excluding share-based compensation expenses, was primarily due to strict cost control measures carried out in the Company headquarters, especially in staff compensation, professional fees, travel and other operational expenses. The share-based compensation expenses included in G&A expenses were $0.6 million for the quarter.

 

2


 

Operating loss

 

Operating loss for the third quarter of 2020 was $3.5 million, compared with $4.4 million of operating loss for the same quarter of 2019. Adjusted operating loss3 was $2.9 million for the third quarter of 2020, compared with a loss of $3.7 million for the same quarter of 2019.

 

Net loss

 

Net loss attributable to ordinary shareholders of RYB for the third quarter of 2020 was $7.1 million, compared with $3.3 million for the same quarter of 2019. Adjusted net loss attributable to ordinary shareholders of RYB, which excluded the impact of $0.6 million of share-based compensation expense for the third quarter of 2020, was $6.5 million, compared with $2.5 million for the same quarter of 2019.

 

Basic and diluted net loss per American depositary share (“ADS”) attributable to ordinary shareholders of RYB for the third quarter of 2020 were $0.26 and $0.26, compared with $0.12 and $0.12, respectively, for the same quarter of 2019. Each ADS represents one Class A ordinary share.

 

Adjusted basic and diluted net loss per ADS attributable to ordinary shareholders4 of RYB for the third quarter of 2020 were $0.23 and $0.23, compared with $0.09 and $0.09, respectively, for the same quarter of 2019.

 

EBITDA5 for the third quarter of 2020 was an income of $0.5 million, compared with a loss of $1.3 million for the same period of 2019. Adjusted EBITDA6 for the third quarter of 2020 was an income of $1.1 million, compared with a loss of $0.5 million for the same quarter of 2019.

 

Balance Sheet

 

As of September 30, 2020, the Company had total cash and cash equivalents of $59.7 million, compared with $68.7 million as of December 31, 2019. The decrease in cash and cash equivalents balances was mainly due to the operating cash outflow of $4.4 million during the first nine months of 2020 as a result of the impact of the pandemic.

 

Operating Cash Flow

 

Cash generated from operating activities were $14.6 million during the third quarter of 2020, compared with $12.0 million from operating activities during the third quarter of 2019.

 


3  Adjusted operating loss is a non-GAAP financial measure, which is defined as operating loss excluding share-based compensation expenses. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” elsewhere in this earnings release.

 

4  Adjusted basic and diluted net loss per ADS attributable to ordinary shareholders is a non-GAAP financial measure, which is defined as basic and diluted net loss per ADS attributable to ordinary shareholders excluding share-based compensation expenses. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” elsewhere in this earnings release.

 

5  EBITDA is defined as net income excluding depreciation, amortization and income tax expenses. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” included elsewhere in this earnings release.

 

6  Adjusted EBITDA is a non-GAAP financial measure, which is defined as net income excluding depreciation, amortization, income tax expenses, and share-based compensation expenses. See “Use of Non-GAAP Financial Measures” and “Reconciliations of GAAP and non-GAAP results” included elsewhere in this earnings release.

 

3


 

Business Outlook

 

The majority of our facilities have been reopened as of the date of this press release, and we expect our business to continue to recover from the pandemic during the fourth quarter. Based on the information available as of the date of this press release, for the fourth quarter of 2020, the Company’s management currently expects net revenues to be in the range of $42.0 million and $43.0 million.

 

The above outlook is based on the current market conditions and reflects the Company management’s current and preliminary estimates of market and operating conditions and customer demand, which are all subject to change.

 

Conference Call

 

Management will hold a conference call at 8:00 a.m. Eastern Time on Tuesday, December 8, 2020 (9:00 p.m. Beijing Time on December 8, 2020). Listeners may access the call by dialing:

 

United States (toll free):

1-888-346-8982

International:

1-412-902-4272

China (toll free):

400-120-1203

Hong Kong (toll free):

800-905-945

 

Participants should dial-in at least 10-15 minutes before the scheduled start time and ask to be connected to the RYB Education, Inc. conference call.

 

A telephone replay will be available approximately one hour after the call until December 15, 2020 by dialing:

 

United States (toll free):

1-877-344-7529

International:

1-412-317-0088

Replay Access Code:

10150354

 

Additionally, a live and archived webcast of the conference call will be available at http://ir.rybbaby.com.

 

About RYB Education, Inc.

 

Founded on the core values of ‘‘Care’’ and ‘‘Responsibility,’’ “Inspire” and “Innovate,” RYB Education, Inc. is a leading early childhood education service provider in China. Since opening its first play-and-learn center in 1998, the Company has grown and flourished with the mission to provide high-quality, individualized and age-appropriate care and education to nurture and inspire each child for his or her betterment in life. During its two decades of operating history, the Company has built “RYB” into a well-recognized education brand and helped bring about many new educational practices in China’s early childhood education industry. RYB’s comprehensive early childhood education solutions meet the needs of children from infancy to 6 years old through structured courses at kindergartens and play-and-learn centers, as well as at-home educational products and services.

 

For more information, please visit http://ir.rybbaby.com

 

Use of Non-GAAP Financial Measures

 

We use EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, each a non-GAAP financial measure, in evaluating our operating results and for financial and operational decision-making purposes.

 

EBITDA is defined as net income excluding depreciation, amortization, and income tax expenses; adjusted EBITDA is defined as net income excluding depreciation, amortization, income tax expenses, and share-based compensation expenses; adjusted operating income is defined as operating income excluding share-based compensation expenses; adjusted net income attributable to ordinary shareholders is defined as  net income attributable to ordinary shareholders excluding share-based compensation expenses and changes of redeemable non-controlling interests; and adjusted basic and diluted net income per ADS attributable to ordinary shareholders are defined as basic and diluted net income per ADS attributable to ordinary shareholders excluding share-based compensation expenses and changes of redeemable non-controlling interests.

 

We believe that EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in income from operations and net income. We believe that EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

 

EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, should not be considered in isolation or construed as an alternative to net income or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review the historical adjusted financial measures to the most directly comparable GAAP measures. EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, and adjusted basic and diluted net income per ADS, presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

 

4


 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s brand recognition and market reputation; student enrollment in the Company’s teaching facilities; the Company’s growth strategies; its future business development, results of operations and financial condition; trends and competition in China’s early childhood education market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese early childhood education market; Chinese governmental policies relating to the Company’s industry and general economic conditions in China. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

For investor and media inquiries, please contact:

 

In China:

RYB Education, Inc.

Investor Relations

E-mail:  ir@rybbaby.com

 

The Piacente Group, Inc.

Yang Song

Tel: +86 (10) 5730-6200

E-mail: ryb@tpg-ir.com

 

In the United States:

The Piacente Group, Inc.

Brandi Piacente

Tel: +1-212-481-2050

E-mail: ryb@tpg-ir.com

 

5


 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. dollars)

 

 

 

As of

 

 

 

September
30, 2020

 

December
31, 2019

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

59,691

 

68,728

 

Term deposits

 

—

 

1,005

 

Accounts receivable, net

 

1,688

 

2,804

 

Inventories

 

6,336

 

7,256

 

Prepaid expenses and other current assets

 

9,666

 

10,279

 

Loan receivables

 

884

 

1,149

 

Amounts due from related parties

 

—

 

349

 

Assets held for sale

 

1,894

 

—

 

Total current assets

 

80,159

 

91,570

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Restricted cash

 

976

 

710

 

Property, plant and equipment, net

 

47,802

 

50,142

 

Intangible assets

 

14,653

 

17,700

 

Goodwill

 

45,061

 

52,687

 

Long-term investments

 

767

 

5,237

 

Deferred tax assets

 

11,575

 

18,161

 

Operating lease right-of-use assets

 

83,206

 

83,403

 

Other non-current assets

 

14,732

 

16,484

 

Total assets

 

298,931

 

336,094

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Prepayments from customers, current portion

 

2,025

 

5,904

 

Accrued expenses and other current liabilities

 

54,918

 

56,472

 

Income tax payable

 

17,060

 

14,929

 

Operating lease liabilities, current portion

 

18,367

 

16,399

 

Deferred revenue, current portion

 

52,605

 

31,993

 

Amounts due to related parties

 

—

 

124

 

Long-term debt, current portion

 

26

 

87

 

Total current liabilities

 

145,001

 

125,908

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

Prepayments from customers, non-current portion

 

—

 

2,508

 

Deferred revenue, non-current portion

 

4,087

 

5,531

 

Operating lease liabilities, non-current portion

 

71,216

 

71,012

 

Other non-current liabilities

 

11,225

 

11,034

 

Deferred income tax liabilities

 

2,459

 

3,384

 

Total liabilities

 

233,988

 

219,377

 

 

6


 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(in thousands of U.S. dollars)

 

 

 

As of

 

 

 

September
30, 2020

 

December
31, 2019

 

Mezzanine equity

 

 

 

 

 

Redeemable non-controlling interests

 

9,588

 

8,801

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Ordinary shares

 

29

 

29

 

Treasury stock

 

(10,554

)

(12,000

)

Additional paid-in capital

 

140,625

 

139,843

 

Statutory reserve

 

4,060

 

4,060

 

Accumulated other comprehensive (loss) income

 

(1,966

)

141

 

Accumulated deficit

 

(80,561

)

(33,553

)

Total RYB Education, Inc. shareholders’ equity

 

51,633

 

98,520

 

Non-controlling interest

 

3,722

 

9,396

 

Total equity

 

55,355

 

107,916

 

Total liabilities, mezzanine equity and total equity

 

298,931

 

336,094

 

 

7


 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of U.S. dollars, except share, ADS, per share and per ADS data)

 

 

 

Three Months Ended September 30,

 

 

 

2020

 

2019

 

Net revenues:

 

 

 

 

 

Services

 

29,755

 

39,513

 

Products

 

2,797

 

4,220

 

Total net revenues

 

32,552

 

43,733

 

Cost of revenues:

 

 

 

 

 

Services

 

29,150

 

38,539

 

Products

 

1,383

 

2,073

 

Total cost of revenues

 

30,533

 

40,612

 

Gross profit

 

2,019

 

3,121

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Selling expenses

 

513

 

845

 

General and administrative expenses

 

5,027

 

6,719

 

Total operating expenses

 

5,540

 

7,564

 

 

 

 

 

 

 

Operating loss

 

(3,521

)

(4,443

)

Interest income

 

102

 

71

 

Government subsidy income

 

1,103

 

170

 

Loss on disposal of subsidiaries

 

(168

)

—

 

 

 

 

 

 

 

Loss before income taxes

 

(2,484

)

(4,202

)

Less: Income tax (benefits)/expenses

 

3,725

 

(828

)

 

 

 

 

 

 

Loss before loss in equity method investments

 

(6,209

)

(3,374

)

Loss from equity method investment

 

(128

)

(164

)

 

 

 

 

 

 

Net loss

 

(6,337

)

(3,538

)

Less: Net (loss) income attributable to non-controlling interest

 

794

 

(279

)

Net loss attributable to ordinary shareholders of RYB Education Inc.

 

(7,131

)

(3,259

)

 

 

 

 

 

 

Net loss per share attributable to ordinary shareholders of RYB Education, Inc.

 

 

 

 

 

Basic

 

(0.26

)

(0.12

)

Diluted

 

(0.26

)

(0.12

)

Net loss per ADS attributable to ordinary shareholders of RYB Education, Inc. (Note 1)

 

 

 

 

 

Basic

 

(0.26

)

(0.12

)

Diluted

 

(0.26

)

(0.12

)

 

 

 

 

 

 

Weighted average shares used in calculating net loss per ordinary share

 

 

 

 

 

Basic

 

27,736,777

 

27,586,346

 

Diluted

 

27,736,777

 

27,586,346

 

 

 

 

 

 

 

Net loss

 

(6,337

)

(3,538

)

Other comprehensive loss, net of tax of nil:

 

 

 

 

 

Change in cumulative foreign currency translation adjustments

 

(360

)

(2,149

)

Total comprehensive loss

 

(6,697

)

(5,687

)

Less: Comprehensive (loss) income attributable to non-controlling interest

 

1,122

 

(861

)

Comprehensive loss attributable to RYB Education, Inc.

 

(7,819

)

(4,826

)

 

Note 1:  Each ADS represents one Class A ordinary share.

 

8


 

RECONCILIATION OF GAAP and non-GAAP results

 

(in thousands of U.S. dollars, except share, ADS, per share and per ADS data)

 

 

 

Three Months Ended September 30,

 

 

 

2020

 

2019

 

Operating loss

 

(3,521

)

(4,443

)

Share-based compensation expenses

 

617

 

790

 

Adjusted operating loss

 

(2,904

)

(3,653

)

 

 

 

 

 

 

Net loss attributable to ordinary shareholders of RYB Education, Inc.

 

(7,131

)

(3,259

)

Share-based compensation expenses

 

617

 

790

 

Adjusted net loss attributable to ordinary shareholders of RYB Education, Inc.

 

(6,514

)

(2,469

)

 

 

 

 

 

 

Net loss

 

(6,337

)

(3,538

)

Add: Income tax (benefits) expense

 

3,725

 

(828

)

Depreciation of property, plant and equipment, and amortization of intangible assets

 

3,076

 

3,068

 

EBITDA

 

464

 

(1,298

)

Share-based compensation expenses

 

617

 

790

 

Adjusted EBITDA

 

1,081

 

(508

)

 

 

 

 

 

 

Net loss per ADS attributable to ordinary shareholders of RYB Education, Inc.- Basic (Note1)

 

(0.26

)

(0.12

)

Net loss per ADS attributable to ordinary shareholders of RYB Education, Inc.- Diluted (Note1)

 

(0.26

)

(0.12

)

 

 

 

 

 

 

Adjusted net loss per ADS attributable to ordinary shareholders of RYB Education, Inc.- Basic (Note1)

 

(0.23

)

(0.09

)

Adjusted net loss per ADS attributable to ordinary shareholders of RYB Education, Inc.- Diluted (Note1)

 

(0.23

)

(0.09

)

 

 

 

 

 

 

Weighted average shares used in calculating basic net loss/adjusted net loss per ADS(Note1)

 

27,736,777

 

27,586,346

 

Weighted average shares used in calculating diluted net loss per ADS(Note1)

 

27,736,777

 

27,586,346

 

Weighted average shares used in calculating diluted adjusted net loss per ADS(Note1)

 

27,736,777

 

27,586,346

 

 

 

 

 

 

 

Adjusted net loss per share- Basic

 

(0.23

)

(0.09

)

Adjusted net loss per share- Diluted

 

(0.23

)

(0.09

)

 

Note 1:  Each ADS represents one Class A ordinary share.

 

9