Indicate by check mark whether
the registrant files or will file annual reports under cover Form
20-F
or Form
40-F.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule
12g3-2(b)
under the Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b):
82-
N/A
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
|
|
China Distance Education Holdings Limited
|
|
|
By:
|
|
/s/ Mark Marostica
|
Name:
|
|
Mark Marostica
|
Title:
|
|
Co-Chief
Financial Officer
|
|
|
By:
|
|
/s/ Philip Chan
|
Name:
|
|
Philip Chan
|
Title:
|
|
Co-Chief
Financial Officer
|
Date: May 18, 2018
3
Exhibit 99.1
China Distance Education Holdings Limited Reports Financial Results for Second Quarter Fiscal Year 2018
- Second Quarter 2018 Net Revenue Up 36.1% Year-Over-Year to $29.7 Million, Exceeding
High-End
of Guidance Range -
- Second Quarter 2018 Cash Receipts from Online Course
Registration Up 25.4% Year -Over-Year to $43.9 Million -
BEIJING
May 16, 2018 China Distance Education Holdings Limited
(NYSE: DL) (CDEL, or the Company), a leading provider of online education and value-added services for professionals and corporate clients in China, today announced unaudited financial results for the second quarter of fiscal
year 2018 ended March 31, 2018.
Second Quarter Fiscal 2018 Financial and Operational Highlights
|
|
|
Net revenue increased by 36.1% to $29.7 million from $21.9 million in the prior year period.
|
|
|
|
Total course enrollments were 589,000, a decrease of 9.4% from the second quarter of fiscal 2017.
|
|
|
|
Cash receipts from online course registration were $43.9 million, a 25.4% increase from the second quarter of fiscal 2017.
|
|
|
|
Gross profit increased by 10.0% to $11.1 million from $10.1 million in the prior year period.
|
|
|
|
Non-GAAP
1
gross profit increased by 9.8% to $11.1 million from $10.1 million in the prior year period.
|
|
|
|
Gross margin was 37.2%, compared with 46.0% in the prior year period.
Non-GAAP
1
gross margin was 37.3%, compared with 46.2% in
the prior year period.
|
|
|
|
Operating loss increased to $2.9 million from $2.1 million in the prior year period.
|
|
|
|
Non-GAAP
1
operating loss increased to $2.4 million from $1.6 million in the prior year period.
|
|
|
|
Net loss was $3.3 million, compared with net loss of $2.4 million in the prior year period.
|
|
|
|
Non-GAAP
1
net loss was $2.7 million compared with
non-GAAP
net loss of
$1.9 million in the prior year period.
|
|
|
|
Basic and diluted net loss per American Depositary Share (ADS) were $0.098, compared with basic and diluted net loss per ADS of $0.073, for the second quarter of fiscal 2017. Each ADS represents four
ordinary shares.
|
|
|
|
Basic and diluted
non-GAAP
1
net loss per ADS were $0.082, compared with basic and diluted
non-GAAP
1
net loss per ADS of $0.059, for the second quarter of fiscal 2017.
|
1
|
For more information about the
non-GAAP
financial measures contained in this press release, please see Use of
Non-GAAP
Financial
Measures below
|
4
|
|
|
Cash flow from operations decreased by 36.1% to $7.2 million from $11.3 million in the second quarter of fiscal 2017.
|
Mr. Zhengdong Zhu, Chairman and CEO of CDEL, said, During the second quarter of fiscal year 2018, we delivered strong net revenue growth of 36.1%
year-over-year, exceeding the high end of our guidance range, with our accounting vertical again driving the outperformance relative to our guidance. Our total course enrollments were down 9.4% year-over-year in the second quarter of fiscal year
2018, primarily due to the decrease in enrollments of our continuing education courses. However, excluding continuing education course enrollments, our total course enrollments in the second quarter of fiscal year 2018 increased 17.2%
year-over-year. In addition, even though the cash receipts from continuing education courses were down, we are pleased to report that our overall cash receipts from online course registration were up 25.4% year-over-year in our second fiscal
quarter.
Mr. Zhu concluded, We credit the acceleration of net revenue and cash receipt growth during the first half of fiscal year 2018
to our
best-in-class
educational offerings, the strength of our brand, and the resiliency of our proven business model. We remain steadfast in our efforts to further
enhance our industry-leading lifelong learning ecosystem, and aim to continue to grow our existing industry verticals while expanding into select educational disciplines which complement our overall business.
Mr. Mark Marostica,
Co-Chief
Financial Officer of CDEL, said, We are encouraged by our strong momentum in
cash receipt growth. As expected, the year-over-year increase in salaries and related expenses in the second quarter of fiscal year 2018, which stemmed from the acceleration in hiring activity ahead of fiscal 2018 as previously disclosed, continued
to be the primary driver of the year-over-year decline in our second quarter operating margin. However, our second quarter headcount remained relatively stable compared with the first quarter fiscal 2018 as anticipated.
Mr. Marostica continued, Of note, the year-over-year decline in operating margin narrowed significantly in our second quarter fiscal 2018, compared
with the year-over-year decline in operating margin in our first quarter fiscal 2018, owing to strong second quarter revenue growth, relatively stable headcount as previously discussed, and efficient cost control with respect to our second quarter
selling expenses, which decreased by 1.1% compared with the same period of last year. As we head into our second half of fiscal year 2018, we will continue to balance investments in growth initiatives while maintaining a keen focus on
profitability.
Second Quarter Fiscal 2018 Financial Results
Net Revenue.
Total net revenue increased by 36.1% to $29.7 million in the second quarter of fiscal 2018 from $21.9 million in the second
quarter of fiscal 2017. Net revenue from online education services, books and reference materials, and other sources contributed 78.6%, 4.7% and 16.7%, respectively, of total net revenues for the second quarter of fiscal 2018.
Online education services.
Net revenue from online education services increased by 38.7% to $23.4 million in the second quarter of fiscal 2018
from $16.9 million in the second quarter of fiscal 2017, mainly due to strong revenue growth from the core test preparation courses and practical skills training courses of our accounting vertical. In addition, the moderate revenue growth from
our healthcare vertical also contributed to the revenue growth.
5
Books and reference materials.
Net revenue from books and reference materials increased by 9.0% to
$1.4 million in the second quarter of fiscal 2018, from $1.3 million in the second quarter of fiscal 2017.
Others
. Net
revenue from other sources increased by 33.6% to $5.0 million in the second quarter of fiscal 2018 from $3.7 million in the second quarter of fiscal 2017, primarily due to revenue growth from offline accounting professional training
courses, and revenue from accounting and related advisory services contributed by our newly acquired Jiangsu Asset. The increase in revenue from other sources was partially offset by year-over-year decreases in revenue from the sale of learning
simulation software and business
start-up
training services.
Cost of Sales.
Cost of sales increased by
58.3% to $18.7 million in the second quarter of fiscal 2018 from $11.8 million in the second quarter of fiscal 2017.
Non-GAAP
1
cost of sales
increased by 58.7% to $18.7 million in the second quarter of fiscal 2018 from $11.8 million in the second quarter of fiscal 2017. The increase was mainly due to increased salaries and related expenses resulting from a higher number of
personnel for the expansion of online and offline course offerings, increased lecture fees, increased cost of books and reference materials, increased rental and related expenses, as well as other miscellaneous expenses.
Gross Profit and Gross Margin
.
Gross profit was $11.1 million in the second quarter of fiscal 2018, up 10.0% from $10.1 million
in the prior year period.
Non-GAAP
1
gross profit was $11.1 million, increasing 9.8% from $10.1 million in the prior year period. Gross margin was
37.2% in the second quarter of fiscal 2018, compared with 46.0% in the second quarter of fiscal 2017.
Non-GAAP
1
gross margin was 37.3% in the second quarter
of fiscal 2018, compared with 46.2% in the second quarter of fiscal 2017.
Operating Expenses.
Total operating expenses increased by 7.9% to
$14.1 million in the second quarter of fiscal 2018, from $13.1 million in the prior year period.
Non-GAAP
1
total operating expenses increased by
7.5% to $13.6 million in the second quarter of fiscal 2018, from $12.6 million in the prior year period.
Selling expenses.
Selling
expenses decreased by 1.1% to $8.3 million in the second quarter of fiscal 2018 from $8.4 million in the prior year period.
Non-GAAP
1
selling
expenses decreased by 1.1% to $8.3 million in the second quarter of fiscal 2018 from $8.4 million in the prior year period. The decrease was primarily driven by decreased advertising and promotional expenses. The decrease was partially
offset by increased commissions to our agents.
General and administrative expenses.
General and administrative expenses increased by 24.0% to
$5.8 million in the second quarter of fiscal 2018 from $4.6 million in the prior year period.
Non-GAAP
1
general and administrative expenses
increased by 24.4% to $5.3 million in the second quarter of fiscal 2018 from $4.2 million in the prior year period. The increase was mainly due to increased salaries and related expenses.
Income Tax Benefit.
Income tax benefit increased by 150.2% to $1.4 million in the second quarter of fiscal 2018 from $0.6 million in the
prior year period, primarily due to an increase in taxable loss.
6
Net Loss.
As a result of the foregoing, net loss was $3.3 million in the second quarter of fiscal
2018 compared with net loss of $2.4 million in the prior year period.
Non-GAAP
1
net loss was $2.7 million in the second quarter of fiscal 2018
compared with
non-GAAP
net loss of $1.9 million in the prior year period.
Operating Cash Flow.
Net
operating cash inflow decreased by 36.1% to $7.2 million in the second quarter of fiscal 2018 from $11.3 million in the prior year period. The operating cash inflow was mainly attributable to the decrease in accounts receivable and
inventories, and the increase in deferred revenue. The operating cash inflow was partially offset by the net loss before
non-cash
items incurred in the second quarter of fiscal 2018. The increase in
prepayments and other current assets, deferred tax assets, other
non-current
assets and the decrease in accrued expenses and other liabilities, and income tax payable also contributed to the operating cash
outflow.
Cash and Cash Equivalents, Restricted Cash and Short-term Investments
. Cash and cash equivalents, restricted cash and short-term
investments as of March 31, 2018 decreased by 9.2% to $93.5 million from $103.0 million as of December 31, 2017, mainly due to (i) the payment of balance of $8.7 million in connection with investment in Beijing
teacheredu, (ii) the payments of $3.5 million and $2.4 million in connection with investments in an offline IT training company and Beijing Taixing #1 LP, respectively, (iii) the repayment of a bank loan of $7.4 million,
(iv) the payment of dividend of $14.9 million, and (v) the capital expenditure of $1.3 million. The decrease was partially offset by the operating cash inflow generated and a
1-year
bank
loan of $15.2 million raised in the second quarter of fiscal 2018.
First Six Months of Fiscal 2018 Financial Results
Net Revenue.
Total net revenue increased by 21.9% to $65.6 million in the first six months of fiscal 2018 from $53.8 million in the first six
months of fiscal 2017. Net revenue from online education services, books and reference materials, and other sources contributed 69.9%, 5.7% and 24.4%, respectively, of total net revenues for the first six months of fiscal 2018.
Online education services.
Net revenue from online education services increased by 23.9% to $45.8 million in the first six months of fiscal 2018
from $37.0 million in the first six months of fiscal 2017.
Books and reference materials.
Net revenue from books and reference materials
increased by 29.1% to $3.8 million in the first six months of fiscal 2018, from $2.9 million in the first six months of fiscal 2017.
Others
. Net revenue from other sources increased by 14.9% to $16.0 million in the first six months of fiscal 2018 from $13.9 million in the
first six months of fiscal 2017.
Cost of Sales.
Cost of sales increased by 50.6% to $37.1 million in the first six months of fiscal 2018 from
$24.6 million in the first six months of fiscal 2017.
Non-GAAP
1
cost of sales increased by 50.8% to $37.0 million in the first six months of
fiscal 2018 from $24.5 million in the first six months of fiscal 2017.
7
Gross Profit and Gross Margin
.
Gross profit was $28.6 million in the first six
months of fiscal 2018, down 2.3% from $29.2 million in the prior year period.
Non-GAAP
1
gross profit was $28.6 million, down 2.3% from
$29.3 million in the prior year period. Gross margin was 43.5% in the first six months of fiscal 2018, compared with 54.3% in the first six months of fiscal 2017.
Non-GAAP
1
gross margin was 43.6% in the first six months of fiscal 2018, compared with 54.4% in the first six months of fiscal 2017.
Operating Expenses.
Total operating expenses increased by 13.8% to $28.2 million in the first six months of fiscal 2018, from $24.8 million
in the prior year period.
Non-GAAP
1
total operating expenses increased by 14.0% to $27.2 million in the first six months of fiscal 2018, from
$23.9 million in the prior year period.
Selling expenses.
Selling expenses increased by 11.8% to $17.5 million in the first six months
of fiscal 2018 from $15.6 million in the prior year period.
Non-GAAP
1
selling expenses increased by 11.9% to $17.4 million in the first six months
of fiscal 2018 from $15.6 million in the prior year period.
General and administrative expenses.
General and administrative expenses
increased by 17.3% to $10.8 million in the first six months of fiscal 2018 from $9.2 million in the prior year period.
Non-GAAP
1
general and
administrative expenses increased by 18.0% to $9.8 million in the first six months of fiscal 2018 from $8.3 million in the prior year period.
Income Tax Benefit (Expense).
Income tax benefit was $0.8 million in the first six months of fiscal 2018, compared with income tax expense of
$1.8 million in the prior year period.
Net Income (Loss).
As a result of the foregoing, net loss was $3.2 million in the first six
months of fiscal 2018 compared with net income of $6.1 million in the prior year period.
Non-GAAP
1
net loss was $2.1 million in the first six
months of fiscal 2018 compared with net income of $7.1 million in the prior year period.
Operating Cash Flow.
Net operating cash inflow
decreased by 25.5% to $21.6 million in the first six months of fiscal 2018 from $29.0 million in the prior year period.
Outlook
For the third quarter of fiscal 2018, the Company expects to generate total net revenue in the range of $42.5 million to $44.3 million, representing
year-over-year growth of approximately 20% to 25%.
For fiscal year 2018, the Company expects to generate total net revenues in the range of
$155.8 million to $162.4 million, representing year-over-year growth of approximately 19% to 24%.
The above guidance reflects the
Companys current and preliminary view, which is subject to change.
8
Conference Call
Management will hold a conference call at 8:00 a.m. Eastern Time on Thursday, May 17, 2018 (8:00 p.m. Beijing Time on Thursday, May 17, 2018) to
discuss financial results and answer questions from investors and analysts. Listeners may access the call by dialing:
US Toll Free:
+1-866-519-4004
International:
+65-6713-5090
Mainland China:
400-620-8038
Hong Kong:
+852-3018-6771
United Kingdom:
+44-203-6214-779
Passcode: CDEL or DL
A telephone replay will be available two hours after the call until May 24, 2018 by dialing:
US Toll Free:
+1-855-452-5696
International:
+61-2-8199-0299
Mainland China:
400-632-2162
Hong Kong:
800-963-117
United Kingdom:
0808-234-0072
Replay Passcode: 1696696
Additionally, a live and archived
webcast of the conference call will be available at
http://ir.cdeledu.com
.
About China Distance Education Holdings Limited
China Distance Education Holdings Limited is a leading provider of online education and value-added services for professionals and corporate clients in China.
The courses offered by the Company through its websites are designed to help professionals seeking to obtain and maintain professional licenses and to enhance their job skills through our professional development courses in China in the areas of
accounting, healthcare, engineering & construction, and other industries. The Company also offers professional education courses for participants in the national judicial examination, online test preparation courses for self-taught learners
pursuing higher education diplomas or degrees, test preparation courses for university students intending to take the nationwide graduate school entrance exam, practical accounting training courses for college students and working professionals, as
well as online language courses and third-party developed online courses. In addition, the Company provides business services to corporate clients, including but not limited to tax advisory and accounting outsourcing services. For further
information, please visit
http://ir.cdeledu.com
.
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, may, should, potential, continue, expect, predict,
anticipate, future, intend, plan, believe, is/are likely to, estimate and similar statements. Among other things, the outlook for the third quarter and full fiscal
year 2018 and quotations from management in this announcement, as well as the Companys strategic and operational plans (in particular, the anticipated benefits of strategic growth initiatives, including the promotion of the Companys
lifelong learning ecosystem, as well as cost control) contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic and annual reports to the SEC, in press releases and other written
materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Companys 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: our goals and
growth strategies; future prospects and market acceptance of our courses and other products and services; our future business development and results of operations; projected revenues, profits, earnings and other estimated financial information;
projected enrollment numbers; our plans to expand and enhance our courses and other products and services; competition in the education and test preparation markets; and Chinese laws, regulations and policies, including those applicable to the
Internet, Internet content providers, the education and telecommunications industries, mergers and acquisitions, taxation and foreign exchange.
9
Further information regarding these and other risks is included in the Companys annual report on Form
20-F
and other documents filed or furnished with the SEC. All information provided in this press release is as of the date of this press release. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable law.
Statement Regarding Unaudited Financial Information
The unaudited financial information set forth in this press release is preliminary and subject to adjustments. Adjustments to the financial statements may be
identified when audit work is performed for the
year-end
audit, which could result in significant differences from this preliminary unaudited financial information.
Use of
Non-GAAP
Financial Measures
To supplement the Companys consolidated financial results presented in accordance with U.S. generally accepted accounting principles, or GAAP, the
Company uses the following measures defined as
non-GAAP
financial measures:
non-GAAP
net income, operating income, gross profit, cost of sales, selling expenses, general
and administrative expenses, net income margin, operating margin, gross profit margin and basic and diluted earnings per ADS and per share. The presentation of these
non-GAAP
financial measures is not intended
to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these
non-GAAP
financial measures, please see the table
captioned Reconciliations of
non-GAAP
measures to comparable GAAP measures set forth at the end of this release.
The Company believes that these
non-GAAP
financial measures provide meaningful supplemental information regarding its
performance and liquidity by excluding share-based compensation expenses. However,
non-GAAP
financial measures may not be indicative of the Companys operating performance from a cash perspective. The
Company believes that both management and investors benefit from these
non-GAAP
financial measures in assessing its performance and when planning and forecasting future periods. These
non-GAAP
financial measures also facilitate managements internal comparisons to the Companys historical performance and liquidity. The Company computes its
non-GAAP
financial measures using the same consistent method from quarter to quarter. The Company believes these
non-GAAP
financial measures are useful to investors in
allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of excluding share-based compensation expenses from the above-mentioned line items and
presenting these
non-GAAP
measures is that such items may continue to be for the foreseeable future a significant recurring expense in our business. Management compensates for this limitation by providing
specific information regarding the GAAP amounts excluded from each
non-GAAP
measure. The accompanying table at the end of this release provides more detail on the reconciliations between GAAP financial
measures that are most directly comparable to
non-GAAP
financial measures.
10
Contacts:
|
|
|
China Distance Education Holdings Limited
Investor Relations Department
Tel:
+86-10-8231-9999
ext. 1805
Email:
IR@cdeledu.com
|
|
The Piacente Group | Investor Relations
Brandi Piacente
Tel: +1
212-481-2050
Email:
DL@tpg-ir.com
|
(Financial Tables on Following Pages)
11
China Distance Education Holdings Limited
Consolidated Balance Sheets
(in thousands of US Dollars, except number of shares and per share data)
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
March 31, 2018
|
|
|
|
(Derived from Audited)
|
|
|
(Unaudited)
|
|
Assets:
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
60,526
|
|
|
|
35,851
|
|
Restricted cash
|
|
|
34,855
|
|
|
|
56,071
|
|
Short term investments
|
|
|
5,261
|
|
|
|
1,594
|
|
Accounts receivable, net of allowance for doubtful accounts of US$1,446 and US$1,191 as of
March 31, 2018 and September 30, 2017, respectively
|
|
|
5,525
|
|
|
|
6,776
|
|
Inventories
|
|
|
864
|
|
|
|
1,696
|
|
Prepayment and other current assets
|
|
|
10,439
|
|
|
|
16,846
|
|
Deferred tax assets, current portion
|
|
|
1,654
|
|
|
|
|
|
Deferred cost
|
|
|
711
|
|
|
|
698
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
119,835
|
|
|
|
119,532
|
|
|
|
|
Non-current
assets:
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
14,022
|
|
|
|
17,628
|
|
Goodwill
|
|
|
29,459
|
|
|
|
34,974
|
|
Long term investments
|
|
|
43,631
|
|
|
|
66,592
|
|
Other intangible assets, net
|
|
|
9,947
|
|
|
|
10,571
|
|
Deposit for purchase of
non-current
assets
|
|
|
641
|
|
|
|
8,759
|
|
Deferred tax assets, non-current portion
|
|
|
|
|
|
|
4,789
|
|
Other
non-current
assets
|
|
|
7,016
|
|
|
|
10,903
|
|
|
|
|
|
|
|
|
|
|
Total
non-current
assets
|
|
|
104,716
|
|
|
|
154,216
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
224,551
|
|
|
|
273,748
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity:
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Bank borrowings
|
|
|
29,965
|
|
|
|
50,388
|
|
Accrued expenses and other liabilities (including accrued expenses and other liabilities of the
consolidated VIE without recourse to China Distance Education Holdings Limited of US$33,458 and US$31,684 as of March 31, 2018 and September 30, 2017, respectively)
|
|
|
38,767
|
|
|
|
39,284
|
|
Amount due to a related party
|
|
|
1,648
|
|
|
|
|
|
Income tax payable (including income tax payable of the consolidated VIE without recourse to China
Distance Education Holdings Limited of US$3,226 and US$3,641 as of March 31, 2018 and September 30, 2017, respectively)
|
|
|
6,750
|
|
|
|
4,237
|
|
Deferred revenue (including deferred revenue of the consolidated VIE without recourse to China
Distance Education Holdings Limited of US$89,481 and US$49,575 as of March 31, 2018 and September 30, 2017, respectively)
|
|
|
50,506
|
|
|
|
90,652
|
|
Refundable fees (including refundable fees of the consolidated VIE without recourse to China
Distance Education Holdings Limited of US$1,184 and US$1,074 as of March 31, 2018 and September 30, 2017, respectively)
|
|
|
1,074
|
|
|
|
1,184
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
128,710
|
|
|
|
185,745
|
|
|
|
|
Non-current
liabilities:
|
|
|
|
|
|
|
|
|
Deferred tax liabilities, non-current portion
|
|
|
3,099
|
|
|
|
5,120
|
|
Long-term bank borrowing
|
|
|
19,930
|
|
|
|
13,647
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities
|
|
|
23,029
|
|
|
|
18,767
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
151,739
|
|
|
|
204,512
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
Ordinary shares (par value of US$0.0001 per share at March 31, 2018 and September 30,
2017, respectively; Authorized 500,000,000 shares at March 31, 2018 and September 30, 2017, respectively; Issued and outstanding 133,177,873 and 131,854,773 shares at March 31, 2018 and September 30, 2017,
respectively)
|
|
|
13
|
|
|
|
13
|
|
Additional
paid-in
capital
|
|
|
19,097
|
|
|
|
20,116
|
|
Accumulated other comprehensive loss (gain)
|
|
|
(3,367
|
)
|
|
|
6,693
|
|
Retained Earnings
|
|
|
33,040
|
|
|
|
14,920
|
|
|
|
|
|
|
|
|
|
|
Total China Distance Education Holdings Limited shareholders equity
|
|
|
48,783
|
|
|
|
41,742
|
|
Noncontrolling interest
|
|
|
24,029
|
|
|
|
27,494
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
72,812
|
|
|
|
69,236
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
224,551
|
|
|
|
273,748
|
|
|
|
|
|
|
|
|
|
|
12
China Distance Education Holdings Limited
Unaudited Consolidated Statements Of Operations
(in thousands of US dollars, except number of shares, per share and per ADS data)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2017
|
|
|
2018
|
|
Sales, net of business tax, value-added tax and related surcharges:
|
|
|
|
|
|
|
|
|
Online education services
|
|
|
16,869
|
|
|
|
23,396
|
|
Books and reference materials
|
|
|
1,276
|
|
|
|
1,391
|
|
Others
|
|
|
3,713
|
|
|
|
4,961
|
|
- Sale of learning simulation software
|
|
|
904
|
|
|
|
739
|
|
- Business
start-up
training services
|
|
|
1,103
|
|
|
|
642
|
|
- Others
|
|
|
1,706
|
|
|
|
3,580
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
21,858
|
|
|
|
29,748
|
|
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
Cost of services and others
|
|
|
(11,099
|
)
|
|
|
(17,550
|
)
|
Cost of tangible goods sold
|
|
|
(698
|
)
|
|
|
(1,130
|
)
|
|
|
|
|
|
|
|
|
|
Total cost of sales
|
|
|
(11,797
|
)
|
|
|
(18,680
|
)
|
|
|
|
Gross profit
|
|
|
10,061
|
|
|
|
11,068
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
(8,432
|
)
|
|
|
(8,341
|
)
|
General and administrative expenses
|
|
|
(4,648
|
)
|
|
|
(5,766
|
)
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
(13,080
|
)
|
|
|
(14,107
|
)
|
Other operating income
|
|
|
950
|
|
|
|
128
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(2,069
|
)
|
|
|
(2,911
|
)
|
|
|
|
Interest income
|
|
|
495
|
|
|
|
667
|
|
Interest expense
|
|
|
(151
|
)
|
|
|
(869
|
)
|
Exchange loss
|
|
|
(1,137
|
)
|
|
|
(3,109
|
)
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(2,862
|
)
|
|
|
(6,222
|
)
|
Income tax benefit
|
|
|
572
|
|
|
|
1,431
|
|
Loss from equity method investment
|
|
|
(34
|
)
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(2,324
|
)
|
|
|
(4,807
|
)
|
|
|
|
|
|
|
|
|
|
Net (income)/loss attributable to noncontrolling interest
|
|
|
(89
|
)
|
|
|
1,542
|
|
Net loss attributable to China Distance Education Holdings Limited
|
|
|
(2,413
|
)
|
|
|
(3,265
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
Net loss attributable to China Distance Education Holdings Limited shareholders
|
|
|
|
|
|
|
|
|
Basic
|
|
|
(0.018
|
)
|
|
|
(0.025
|
)
|
Diluted
|
|
|
(0.018
|
)
|
|
|
(0.025
|
)
|
|
|
|
Net loss per ADS:
|
|
|
|
|
|
|
|
|
Net loss attributable to China Distance Education Holdings Limited shareholders
|
|
|
|
|
|
|
|
|
Basic
|
|
|
(0.073
|
)
|
|
|
(0.098
|
)
|
Diluted
|
|
|
(0.073
|
)
|
|
|
(0.098
|
)
|
|
|
|
Weighted average shares used in calculating net loss per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
131,449,547
|
|
|
|
132,411,344
|
|
Diluted
|
|
|
131,449,547
|
|
|
|
132,411,344
|
|
13
China Distance Education Holdings Limited
Unaudited Consolidated Statements Of Operations
(in thousands of US dollars, except number of shares, per share and per ADS data)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
2017
|
|
|
2018
|
|
Sales, net of business tax, value-added tax and related surcharges:
|
|
|
|
|
|
|
|
|
Online education services
|
|
|
36,975
|
|
|
|
45,829
|
|
Books and reference materials
|
|
|
2,918
|
|
|
|
3,768
|
|
Others
|
|
|
13,948
|
|
|
|
16,029
|
|
- Sale of learning simulation software
|
|
|
7,367
|
|
|
|
6,899
|
|
- Business
start-up
training services
|
|
|
2,749
|
|
|
|
2,048
|
|
- Others
|
|
|
3,832
|
|
|
|
7,082
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
53,841
|
|
|
|
65,626
|
|
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
Cost of services and others
|
|
|
(23,062
|
)
|
|
|
(33,888
|
)
|
Cost of tangible goods sold
|
|
|
(1,545
|
)
|
|
|
(3,172
|
)
|
|
|
|
|
|
|
|
|
|
Total cost of sales
|
|
|
(24,607
|
)
|
|
|
(37,060
|
)
|
|
|
|
Gross profit
|
|
|
29,234
|
|
|
|
28,566
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
(15,617
|
)
|
|
|
(17,463
|
)
|
General and administrative expenses
|
|
|
(9,178
|
)
|
|
|
(10,762
|
)
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
(24,795
|
)
|
|
|
(28,225
|
)
|
Other operating income
|
|
|
1,450
|
|
|
|
1,857
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
5,889
|
|
|
|
2,198
|
|
|
|
|
Interest income
|
|
|
725
|
|
|
|
1,123
|
|
Interest expense
|
|
|
(270
|
)
|
|
|
(1,616
|
)
|
Exchange gain/(loss)
|
|
|
2,769
|
|
|
|
(5,008
|
)
|
|
|
|
|
|
|
|
|
|
Income/(Loss) before income taxes
|
|
|
9,113
|
|
|
|
(3,303
|
)
|
Income tax benefit/(expense)
|
|
|
(1,822
|
)
|
|
|
760
|
|
Loss from equity method investment
|
|
|
(78
|
)
|
|
|
(45
|
)
|
|
|
|
|
|
|
|
|
|
Net income/(loss)
|
|
|
7,213
|
|
|
|
(2,588
|
)
|
|
|
|
|
|
|
|
|
|
Net income attributable to noncontrolling interest
|
|
|
(1,070
|
)
|
|
|
(583
|
)
|
Net income/(loss) attributable to China Distance Education Holdings Limited
|
|
|
6,143
|
|
|
|
(3,171
|
)
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per share:
|
|
|
|
|
|
|
|
|
Net income/(loss) attributable to China Distance Education Holdings Limited
shareholders
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.047
|
|
|
|
(0.024
|
)
|
Diluted
|
|
|
0.046
|
|
|
|
(0.024
|
)
|
|
|
|
Net income/(loss) per ADS:
|
|
|
|
|
|
|
|
|
Net income/(loss) attributable to China Distance Education Holdings Limited
shareholders
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.186
|
|
|
|
(0.096
|
)
|
Diluted
|
|
|
0.185
|
|
|
|
(0.096
|
)
|
|
|
|
Weighted average shares used in calculating net income/(loss) per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
131,375,890
|
|
|
|
132,035,108
|
|
Diluted
|
|
|
132,496,017
|
|
|
|
132,035,108
|
|
14
China Distance Education Holdings Limited
Reconciliations of
non-GAAP
measures to comparable GAAP measures
(In thousands of US Dollars, except number of shares, per share and per ADS data)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Cost of sales
|
|
|
11,797
|
|
|
|
18,680
|
|
Share-based compensation expense in cost of sales
|
|
|
40
|
|
|
|
26
|
|
Non-GAAP
cost of sales
|
|
|
11,757
|
|
|
|
18,654
|
|
|
|
|
Selling expenses
|
|
|
8,432
|
|
|
|
8,341
|
|
Share-based compensation expense in selling expenses
|
|
|
21
|
|
|
|
20
|
|
Non-GAAP
selling expenses
|
|
|
8,411
|
|
|
|
8,321
|
|
|
|
|
General and administrative expenses
|
|
|
4,648
|
|
|
|
5,766
|
|
Share-based compensation expense in general and administrative expenses
|
|
|
423
|
|
|
|
508
|
|
Non-GAAP
general and administrative expenses
|
|
|
4,225
|
|
|
|
5,258
|
|
|
|
|
Gross profit
|
|
|
10,061
|
|
|
|
11,068
|
|
Share-based compensation expenses
|
|
|
40
|
|
|
|
26
|
|
Non-GAAP
gross profit
|
|
|
10,101
|
|
|
|
11,094
|
|
|
|
|
Gross profit margin
|
|
|
46.0
|
%
|
|
|
37.2
|
%
|
Non-GAAP
gross profit margin
|
|
|
46.2
|
%
|
|
|
37.3
|
%
|
|
|
|
Operating loss
|
|
|
(2,069
|
)
|
|
|
(2,911
|
)
|
Share-based compensation expenses
|
|
|
484
|
|
|
|
554
|
|
Non-GAAP
operating loss
|
|
|
(1,585
|
)
|
|
|
(2,357
|
)
|
|
|
|
Operating margin
|
|
|
(9.5
|
%)
|
|
|
(9.8
|
%)
|
Non-GAAP
operating margin
|
|
|
(7.3
|
%)
|
|
|
(7.9
|
%)
|
|
|
|
Net loss
|
|
|
(2,413
|
)
|
|
|
(3,265
|
)
|
Share-based compensation expense
|
|
|
484
|
|
|
|
554
|
|
Non-GAAP
net loss
|
|
|
(1,929
|
)
|
|
|
(2,711
|
)
|
|
|
|
Net loss margin
|
|
|
(11.0
|
%)
|
|
|
(11.0
|
%)
|
Non-GAAP
net loss margin
|
|
|
(8.8
|
%)
|
|
|
(9.1
|
%)
|
|
|
|
Net loss per sharebasic
|
|
|
(0.018
|
)
|
|
|
(0.025
|
)
|
Net loss per sharediluted
|
|
|
(0.018
|
)
|
|
|
(0.025
|
)
|
Non-GAAP
net loss per sharebasic
|
|
|
(0.015
|
)
|
|
|
(0.020
|
)
|
Non-GAAP
net loss per sharediluted
|
|
|
(0.015
|
)
|
|
|
(0.020
|
)
|
|
|
|
Net loss per ADS attributable to China Distance Education Holdings Limited shareholdersbasic
(note 1)
|
|
|
(0.073
|
)
|
|
|
(0.098
|
)
|
Net loss per ADS attributable to China Distance Education Holdings Limited
shareholdersdiluted (note 1)
|
|
|
(0.073
|
)
|
|
|
(0.098
|
)
|
Non-GAAP
net loss per ADS attributable to China Distance
Education Holdings Limited shareholdersbasic (note 1)
|
|
|
(0.059
|
)
|
|
|
(0.082
|
)
|
Non-GAAP
net loss per ADS attributable to China Distance
Education Holdings Limited shareholdersdiluted (note 1)
|
|
|
(0.059
|
)
|
|
|
(0.082
|
)
|
|
|
|
Weighted average shares used in calculating basic net loss per share
|
|
|
131,449,547
|
|
|
|
132,411,344
|
|
Weighted average shares used in calculating diluted net loss per share
|
|
|
131,449,547
|
|
|
|
132,411,344
|
|
Weighted average shares used in calculating basic
non-GAAP
net loss per share
|
|
|
131,449,547
|
|
|
|
132,411,344
|
|
Weighted average shares used in calculating diluted
non-GAAP
net loss per share
|
|
|
131,449,547
|
|
|
|
132,411,344
|
|
15
China Distance Education Holdings Limited
Reconciliations of
non-GAAP
measures to comparable GAAP measures
(In thousands of US Dollars, except number of shares, per share and per ADS data)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Cost of sales
|
|
|
24,607
|
|
|
|
37,060
|
|
Share-based compensation expense in cost of sales
|
|
|
81
|
|
|
|
71
|
|
Non-GAAP
cost of sales
|
|
|
24,526
|
|
|
|
36,989
|
|
|
|
|
Selling expenses
|
|
|
15,617
|
|
|
|
17,463
|
|
Share-based compensation expense in selling expenses
|
|
|
42
|
|
|
|
40
|
|
Non-GAAP
selling expenses
|
|
|
15,575
|
|
|
|
17,423
|
|
|
|
|
General and administrative expenses
|
|
|
9,178
|
|
|
|
10,762
|
|
Share-based compensation expense in general and administrative expenses
|
|
|
859
|
|
|
|
945
|
|
Non-GAAP
general and administrative expenses
|
|
|
8,319
|
|
|
|
9,817
|
|
|
|
|
Gross profit
|
|
|
29,234
|
|
|
|
28,566
|
|
Share-based compensation expenses
|
|
|
81
|
|
|
|
71
|
|
Non-GAAP
gross profit
|
|
|
29,315
|
|
|
|
28,637
|
|
|
|
|
Gross profit margin
|
|
|
54.3
|
%
|
|
|
43.5
|
%
|
Non-GAAP
gross profit margin
|
|
|
54.4
|
%
|
|
|
43.6
|
%
|
|
|
|
Operating income
|
|
|
5,889
|
|
|
|
2,198
|
|
Share-based compensation expenses
|
|
|
982
|
|
|
|
1,056
|
|
Non-GAAP
operating income
|
|
|
6,871
|
|
|
|
3,254
|
|
|
|
|
Operating margin
|
|
|
10.9
|
%
|
|
|
3.3
|
%
|
Non-GAAP
operating margin
|
|
|
12.8
|
%
|
|
|
5.0
|
%
|
|
|
|
Net income/(loss)
|
|
|
6,143
|
|
|
|
(3,171
|
)
|
Share-based compensation expense
|
|
|
982
|
|
|
|
1,056
|
|
Non-GAAP
net income/(loss)
|
|
|
7,125
|
|
|
|
(2,115
|
)
|
|
|
|
Net income/(loss) margin
|
|
|
11.4
|
%
|
|
|
(4.8
|
%)
|
Non-GAAP
net income/(loss) margin
|
|
|
13.2
|
%
|
|
|
(3.2
|
%)
|
|
|
|
Net income/(loss) per sharebasic
|
|
|
0.047
|
|
|
|
(0.024
|
)
|
Net income/(loss) per sharediluted
|
|
|
0.046
|
|
|
|
(0.024
|
)
|
Non-GAAP
net income/(loss) per sharebasic
|
|
|
0.054
|
|
|
|
(0.016
|
)
|
Non-GAAP
net income/(loss) per sharediluted
|
|
|
0.054
|
|
|
|
(0.016
|
)
|
|
|
|
Net income/(loss) per ADS attributable to China Distance Education Holdings Limited
shareholdersbasic (note 1)
|
|
|
0.186
|
|
|
|
(0.096
|
)
|
Net income/(loss) per ADS attributable to China Distance Education Holdings Limited
shareholdersdiluted (note 1)
|
|
|
0.185
|
|
|
|
(0.096
|
)
|
Non-GAAP
net income/(loss) per ADS attributable to China
Distance Education Holdings Limited shareholdersbasic (note 1)
|
|
|
0.217
|
|
|
|
(0.064
|
)
|
Non-GAAP
net income/(loss) per ADS attributable to China
Distance Education Holdings Limited shareholdersdiluted (note 1)
|
|
|
0.215
|
|
|
|
(0.064
|
)
|
|
|
|
Weighted average shares used in calculating basic net income/(loss) per share
|
|
|
131,375,890
|
|
|
|
132,035,108
|
|
Weighted average shares used in calculating diluted net income/(loss) per share
|
|
|
132,496,017
|
|
|
|
132,035,108
|
|
Weighted average shares used in calculating basic
non-GAAP
net income/(loss) per share
|
|
|
131,375,890
|
|
|
|
132,035,108
|
|
Weighted average shares used in calculating diluted
non-GAAP
net income/(loss) per share
|
|
|
132,496,017
|
|
|
|
132,035,108
|
|
Note
|
1: Each ADS represents four ordinary shares.
|
16