Attachment: FORM 6-K


cleu_ex991.htm
Attachment: UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


cleu_ex992.htm

EXHIBIT 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our company’s financial condition and results of operations should be read in conjunction with China Liberal Education Holdings Limited’s (the “Company”, “we”, “our”, or “us”) condensed consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section included in our annual report on Form 20-F for the fiscal year ended December 31, 2020, as amended. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

 

 
1

 

 

Results of Operations for the Six Months Ended June 30, 2021 and 2020

 

The following table summarizes our results of operations for the six months ended June 30, 2021 and 2020:

 

 

 

Six Months Ended June 30,

 

 

Variance

 

 

 

2021

 

 

2020

 

 

Amount

 

 

%

 

Revenue

 

$ 1,850,551

 

 

$ 2,270,788

 

 

 

(420,237 )

 

 

(18.5 )%

Cost of revenues

 

 

(476,727 )

 

 

(1,482,515 )

 

 

(1,005,788 )

 

 

(67.8 )%

Gross profit

 

 

1,373,824

 

 

 

788,273

 

 

 

585,551

 

 

 

74.3 %

Selling expenses

 

 

(76,593 )

 

 

(130,465 )

 

 

(53,872 )

 

 

(41.3 )%

General and administrative expenses

 

 

(995,451 )

 

 

(770,618 )

 

 

224,833

 

 

 

29.2 %

Income (loss) from operations

 

 

301,780

 

 

 

(112,810 )

 

 

414,590

 

 

 

367.5 %

Interest income

 

 

59,973

 

 

 

82,770

 

 

 

(22,797 )

 

 

(27.5 )%

Other expenses, net

 

 

(7,249 )

 

 

(907 )

 

 

6,342

 

 

 

699.2 %

Income (loss) before income taxes

 

 

354,504

 

 

 

(30,947 )

 

 

385,451

 

 

 

1245.5 %

Income tax provision

 

 

(128,482 )

 

 

(48,675 )

 

 

79,807

 

 

 

164.0 %

Net income (loss)

 

$ 226,022

 

 

$ (79,622 )

 

 

305,644

 

 

 

383,9 %

 

Revenue for the first six months of 2021 decreased by 18.5% to $1.9 million, from $2.3 million in the same period of the prior year, mainly driven by decreased revenue from our technological consulting services for smart campus solutions (“Technological Consulting Services for Smart Campus Solutions”), as we did not entered into large “smart campus” project contracts with Chinese universities/colleges during the six months ended June 30, 2021, because many Chinese universities/colleges put their “smart campus” project plans on hold due to continued uncertainties associated with the COVID-19 pandemic. The project associated with the experiment-based simulation center for Fuzhou Melbourne Polytechnic (“FMP”)’s hotel management major was completed in the first half of 2020, and no projects of similar size were completed in the six months ended June 30, 2021.

 

The Company’s revenue by service type is as follows:

 

Revenues

 

 

 

For the six months ended June 30

 

 

 

2021

 

 

2020

 

 

Changes

 

 

 

Amount

 

 

%

 

 

Amount

 

 

%

 

 

Amount

 

 

%

 

Revenue from Sino-foreign Jointly Managed Academic Programs

 

 

1,420,418

 

 

 

76.7 %

 

$ 1,264,823

 

 

 

55.7 %

 

 

155,595

 

 

 

12.3 %

Revenue from Technological Consulting Services for Smart Campus Solutions

 

 

338,003

 

 

 

18.3 %

 

 

933,240

 

 

 

41.1 %

 

 

(595,237 )

 

 

(63.8 )%

Revenue from Overseas Study Consulting Services

 

 

26,033

 

 

 

1.4 %

 

 

72,725

 

 

 

3.2 %

 

 

(46,692 )

 

 

(64.2 )%

Revenue from tailored job readiness training services

 

 

66,097

 

 

 

3.6 %

 

 

-

 

 

 

-

 

 

 

66,097

 

 

 

100.0 %

 

 

 

1,850,551

 

 

 

100.0 %

 

$ 2,270,788

 

 

 

100.0 %

 

 

(420,237 )

 

 

(18.5 )%

 

Revenue from Sino-foreign Jointly Managed Academic Programs

  

Revenues from our education programs offered by joint ventures of the PRC and foreign institutions, or Sino-foreign Jointly Managed Academic Programs, are primarily generated from tuition fees or service fees we charged to students. Revenue from Sino-foreign Jointly Managed Academic Programs increased by 12.3% to $1.4 million in six months ended June 30, 2021, from $1.3 million in the same period of the prior year. This increase is primarily attributable to an increase in the number of students by 173 or 6.5%, from 2,668 students in six months ended June 30, 2020 to 2,841 students in six months ended June 30, 2021. Furthermore, the increase is also attributable to a positive impact of 9.03% from foreign currency fluctuation when the average exchange rate used in converting RMB into USD increased from $1 to RMB 7.0416 in the six months ended June 30, 2020 to $1 to RMB 6.4587 in the six months ended June 30, 2021. The increase is partially offset by about 3.3% decrease in average tuition fees. The decrease in average tuition fees was mainly caused by a change in student mix enrolled in different academic programs with the universities/colleges.

   

 
2

 

    

Revenue from Technological Consulting Services for Smart Campus Solutions

 

Our revenue from providing smart campus related technological consulting service decreased by $595,237, or 63.8%, from $933,240 in six months ended June 30, 2020, to $338,003 in six months ended June 30, 2021, primarily because we did not obtain smart campus projects of large size during the six months ended June 30, 2021. Many Chinese universities/colleges also put on hold their “smart campus” project plans due to continued uncertainties associated with the COVID-19 pandemic. In contrast, for the six months ended June 30, 2020, we completed hardware and software installation and digital classrooms for FMP’s experiment-based simulation center for its hotel management major with contract price of RMB5 million ($0.7 million) during the six months ended June 30, 2020, with satisfactory inspection and acceptance by FMP. However, as we continually expand our technological consulting services and look for more opportunities to provide technological consulting services to universities/colleges and other type of institutions in the future, we expect revenue from Technological Consulting Services for Smart Campus Solutions to increase in the long run.

 

Revenue from Overseas Study Consulting Services

 

Our overseas study consulting services (“Overseas Study Consulting Services”) target those students who wish to study in foreign countries to enrich their learning experiences, expand their horizons, and gain exposure to a broader array of employment opportunities. Our revenue from Overseas Study Consulting Services decreased by $46,692, or 64.2% when comparing six months ended June 30, 2021 to the same period of 2020. The decrease was mainly due to the travel restrictions and border closures adopted by certain countries in response to the COVID-19 pandemic. As a result, the number of students interested in seeking overseas education reduced significantly. A portion of our revenue from overseas study consulting services were recognized when the students received offers and obtained appropriate visas. For the six months ended June 30, 2021, none of the students receiving overseas consulting services received offers or visas as they have not yet completed their trainings and studies, compared to 11 students who received school offers and obtained visas in the same period in 2020.

  

Revenue from tailored job readiness training services

 

In 2019, we started to provide tailored job readiness training services to students from partner schools, so that such students would be better equipped to serve their employers at their respective job positions. Because this line of business was newly added, the revenue generated from this line of business was immaterial through 2020. Approximately $4,000 revenue from tailored job readiness training services in fiscal year 2020 was grouped under our revenues from Sino-foreign Jointly Managed Academic Programs.

 

For the six months ended June 30, 2021, we provided tailored job readiness training services to more than 130 students and accordingly generated $66,097 revenue from such services. We expect revenue from tailored job readiness training services to increase in absolute amounts in the future as we provide our services to more students.

 

Revenue from textbooks and course material sales

 

In the six months ended June 30, 2021 and 2020, the Company did not generate any revenue from textbooks and course material sales. Starting from 2019, the universities and colleges cooperated with us started to make adjustments to their teaching course content and curriculum settings. Consequently, there was no sales of textbooks and course materials in the six months ended June 30, 2021 and 2020.

 

Cost of revenues

 

Our overall cost of revenue decreased by $1,005,788, or 67.8%, from $1,482,515 for the six months ended June 30, 2020 to $476,727 for the six months ended June 30, 2021, primarily due to decreased hardware costs of $1,016,921 associated with the smart campus projects, because we did not enter into large “smart campus” project contracts with Chinese universities/colleges during the six months ended June 30, 2021. Instead, we executed more projects related to software customization rather than hardware installation. As a result, costs associated with purchase of equipment, devices and electronic components and labor force used in the “smart campus” related projects decreased significantly for the six months ended June 30, 2021. Cost of revenue accounted for 25.8% and 65.3% of total revenue for the six months ended June 30, 2021 and 2020, respectively. We expect cost of revenue to increase in absolute amounts in the future as we generate more revenue and most cost of revenues would be incurred.

  

 
3

 

 

Gross profit

 

Overall gross profit increased by $585,551, or 74.3%, from $788,273 for the six months ended June 30, 2020 to $1,373,824 for the six months ended June 30, 2021, while gross profit margin increased by 39.5%, from 34.7% for the six months ended June 30, 2020 to 74.2% for the six months ended June 30, 2021. The increase in gross profit and gross margin was primarily due to decreased hardware costs associated with our technological consulting service projects as we did not enter into large “smart campus” project during six months ended June 30, 2021. In contrast, during the six months ended June 30, 2020, we incurred significant costs associated with hardware, software and related installation services in completing the construction of FMP’s experiment-based simulation center for its hotel management major. Additionally, the increase in gross profit and gross profit margin is also caused by reduced costs associated with Sino-foreign Jointly Managed Academic Programs by 13.6% when salary, welfare and insurance costs paid to foreign teachers decreased. Furthermore, tailored job readiness training services contributed gross profit of $25,040 for the six months ended June 30, 2021 as compared to $nil during the same period of 2020 which also led to increase in gross profit for the six months ended June 30, 2021.

  

Operating expenses

 

The following table sets forth the breakdown of our operating expenses for the six months ended June 30, 2021 and 2020:

 

 

 

For the six months ended June 30

 

 

 

2021

 

 

2020

 

 

Changes

 

 

 

Amount

 

 

%

 

 

Amount

 

 

%

 

 

Amount

 

 

%

 

Selling expenses

 

 

76,593

 

 

 

7.1 %

 

 

130,465

 

 

 

14.5 %

 

 

(53,872 )

 

 

(41.3 )%

General and administrative expenses

 

 

995,451

 

 

 

92.9 %

 

 

770,618

 

 

 

85.5 %

 

 

224,833

 

 

 

29.2 %

Total operating expenses

 

 

1,072,044

 

 

 

100.0 %

 

$ 901,083

 

 

 

100.0 %

 

 

170,961

 

 

 

19.0 %

  

Selling expenses

 

Selling expenses decreased by $53,872 or 41.3% from $130,465 for the six months ended June 30, 2020 to $76,593 for the six months ended June 30, 2021. The decrease in selling expenses was primarily attributable to a decrease in rental and office expenses and depreciation expenses by $54,679 when we relocated to a smaller office space. Selling expenses accounted for 4.1% and 5.7% of total revenue for the six months ended June 30, 2021 and 2020, respectively. We expect selling expenses to increase in absolute amounts in the future as we expect to continually expand our operations and seeking for more sales opportunities.

 

General and administrative expenses

 

General and administrative expenses increased by $224,833, or 29.2% from $770,618 for the six months ended June 30, 2020 to $995,451 for the six months ended June 30, 2021, primarily due to an increase in salaries and welfares expenses of $74,630 resulting from increased number of administrative employees, an increase in professional services fees of $57,300, an increase in share-based compensation to independent directors of $53,250, and an increase in independent director compensation of $28,419. General and administrative expenses accounted for 53.8% and 33.9% of total revenue for the six months ended June 30, 2021 and 2020, respectively.

 

Interest income

 

Interest income decreased by $22,797 or 27.5%, to $59,973 for the six months ended June 30, 2021, from $82,770 for the same period last year. In connection with the Company’s technological consulting services for smart campus projects, we recognized financing component resulted from a timing difference between when control is transferred and when we collected cash consideration from the customer. For the six months ended June 30, 2021 and 2020, we recognized $56,511 and $79,907 interest income in connection with the aforementioned financing component, respectively.

 

Other expense

 

Other expense was $7,249 and $907 for the six months ended June 30, 2021 and 2020, respectively. The increase was due to increased bank charges.

 

 
4

 

 

Income tax provision

 

Income tax provision was $128,482 for the six months ended June 30, 2021, increased from $48,675 for the same period of last year due to higher taxable income. Effective income tax rate was 36.2% and -157.3% for the six months ended June 30, 2021 and 2020, respectively. The significant change in effective income tax rate comparing the two periods is mainly due to changes in valuation allowances, as we did not expect deferred tax assets generated in China Liberal and Boya Hong Kong associated with the operating losses to be more likely than not to be used, as these two entities are holding companies and are not expected to generate taxable income in the foreseeable future.

 

Net income (loss)

 

As a result of foregoing, net income was $226,022 for the six months ended June 30, 2021, compared to net loss of $79,622 for the same period last year. Basic and diluted earnings per share were $0.03 for the six months ended June 30, 2021, compared to basic and diluted loss per share of $0.02 for the same period last year.

 

Liquidity and Capital Resources

 

As reflected in our unaudited condensed consolidated financial statements, during the six months ended June 30, 2021, we had negative cash flow from operations of $1.9 million and reported a net income of $0.2 million.

 

In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. We believe that our current cash and cash flows provided by operating activities will be sufficient to meet our working capital needs in the foreseeable future. However, if we were to experience an adverse operating environment or incur unanticipated capital expenditures, or if we decided to accelerate our growth, then additional financing may be required. We cannot guarantee, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.

   

As of June 30, 2021, we had approximately $33.7 million in cash. We also had accounts receivable of approximately $1.5 million, primarily including tuition receivable from Chinese universities/colleges in connection with our services provided under the Sino-foreign Jointly Managed Academic Programs. As of the date of this filing, $1,068,537 or 69% of the accounts receivable balance has been subsequently collected and the remaining balance is expected to be collected before December 31, 2021.

 

As of June 30, 2021, we also had outstanding contract receivable of $2,521,136 derived from providing smart campus technological consulting services to Chinese universities/colleges:

 

 

 

June 30,

2021

 

 

December 31,

2020

 

 

 

(Unaudited)

 

 

 

Contract receivable- “Smart Campus” related technological consulting services with FMP (1)

 

$ 2,066,951

 

 

$ 3,730,203

 

Contract receivable- “Smart Campus” project maintenance and technical support fee with FMP

 

 

392,947

 

 

 

600,134

 

Financing component associated with FMP contract receivable (1)

 

 

61,238

 

 

 

135,466

 

Contracts receivable – Other “Smart Campus” related technological consulting services (2)

 

 

-

 

 

 

245,761

 

Less: allowance for doubtful accounts

 

 

-

 

 

 

-

 

Total contracts receivable, net

 

 

2,521,136

 

 

 

4,711,563

 

Less: current portion of contract receivable

 

 

2,352,266

 

 

 

4,448,946

 

Contracts receivable, non-current

 

$ 168,869

 

 

$ 262,617

 

 

As of the date of this filing, we have collected $390,118 from FMP. The remaining $1,962,148 of the current portion of the contract receivable is expected to be collected before December 31, 2021 on their respective original due dates. The non-current portion of the contract receivable of $168,869 is expected to be collected before December 31, 2022 upon the original due date. We believe the contract receivable related to smart campus projects is fully collectible based on the payment terms and based on our continuing cooperation with our partner Chinese universities. The collection of our accounts and contract receivable will make cash available for use in our operation as working capital, if necessary.

 

As of June 30, 2021, we had advance to suppliers of approximately $4 million, representing prepayment to suppliers for purchase of equipment, devices, electronic component and other hardware products in order to use in our future “smart campus” projects. Due to the impact of COVID-19 and general inflation, suppliers increased the amount required for prepayment in order to lock a favorite purchase price and ensure future purchase delivery. We consider all of the advances to be fully realizable.

 

 
5

 

 

Cash Flows

 

The following table provides detailed information about our net cash flows for the six months ended June 30, 2021 and 2020:

 

 

 

For the six months ended

June 30,

 

 

 

2021

 

 

2020

 

Net cash used in operating activities

 

$ (1,892,096 )

 

$ (937,924 )

Net cash provided by (used in) investing activities

 

 

1,450,353

 

 

 

(12,831 )

Net cash provided by financing activities

 

 

29,059,474

 

 

 

5,500,255

 

Effect of exchange rate changes on cash

 

 

73,491

 

 

 

(28,696 )

Net increase in cash

 

 

28,691,222

 

 

 

4,520,804

 

Cash, beginning of period

 

 

5,007,449

 

 

 

1,702,279

 

Cash, end of period

 

$ 33,698,671

 

 

$ 6,223,083

 

 

Operating Activities

 

Net cash used in operating activities was $1,892,096 for the six months ended June 30, 2021, primarily including an increase in advances to suppliers of $3.9 million where we made advance payments to suppliers for purchase of materials and equipment to be used in future smart campus solution contracts, an increase in accounts receivable of $0.6 million arising from Sino-foreign Jointly Managed Academic Programs, offset by a decrease in contract receivable of $2.2 million as we received payments from FMP, net income of $226,022, a decrease in prepaid expenses, and other current assets of $64,982 as we paid less prepayment of expenses.

 

Net cash used in operating activities was $937,924 for the six months ended June 30, 2020, primarily including net loss of $79,622, an increase in contract receivable of approximately $1.8 million when we completed more smart campus related projects for Chinese universities/colleges, offset by a decrease in advance from suppliers of $571,128 because we received purchased hardware components from suppliers and used them in the smart campus related projects, a decrease in prepaid expenses and other current assets of $121,107 as we made less prepayments, and a decrease in deferred revenue of $390,331 because we recognized the same amount as revenue when our performance obligations were satisfied.

 

Investing Activities

 

For the six months ended June 30, 2021, net cash provided by investing activities amounted to $1.5 million, primarily due to repayment from a related party.

 

For the six months ended June 30, 2020, net cash used in investing activities amounted to $12,831 primarily cash used for the purchase of property and equipment.

 

Financing Activities

 

Net cash provided by financing activities amounted to $29.1 million for the six months ended June 30, 2021, primarily due to net proceeds received from the issuance of 6,000,000 ordinary shares at $5.0 per share with net proceeds of $29.0 million in April 2021.

 

Net cash provided by financing activities amounted to $5,500,255 for the six months ended June 30, 2020, primarily including net proceeds from issuance of ordinary shares of $5,405,451 in connection with the completion of our initial public offering and proceeds from borrowing from a related party of $94,804.

 

Indebtedness. We did not have any finance leases or purchase commitments, guarantees or other material contingent liabilities.

 

Off-Balance Sheet Arrangements. We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that we provide financing, liquidity, market risk or credit support to or engages in hedging or research and development services with us.

   

 
6

 


cleu_ex993.htm

EXHIBIT 99.3

 

China Liberal Education Holdings Limited Reports Financial Results for the First Six Months of Fiscal Year 2021

  

BEIJING, CHINA, December 3, 2021 -- China Liberal Education Holdings Limited (Nasdaq: CLEU) (“China Liberal”, or the “Company”, or “we”), a China-based company that provides smart campus solutions and other educational services, today announced its financial results for the first six months of fiscal year 2021.

 

Ms. Ngai Ngai Lam, Chairwoman and CEO of China Liberal, commented, “We still delivered respectable results in the first half of the fiscal year 2021, although the ongoing uncertainties associated with the COVID-19 pandemic caused many Chinese universities and colleges to hold off on their ‘smart campus’ project plans. Through our efforts and dedication, we achieved highly resilient financial results while prioritizing our customers during the pandemic. For the first half of fiscal year 2021, our revenue decreased by 18.5% year-over-year to $1.85 million from $2.27 million for the same period last year. However, our gross profit reached $1.37 million, an increase of 74.3% from $0.79 million for the same period of last year, and our gross margin was 74.2%, a year-over-year increase of 39.5% from 34.7% for the same period of last year. We are also excited about our business progress of integration of enterprises and vocational education business(tailored job readiness training services). To address the actual needs of regional economic development and industrial upgrading and transformation, we provided colleges and universities with school-enterprise integrated education solutions. We strived to establish a talent training system and a comprehensive platform, providing talent trainings and co-op opportunities for students. In addition, our self-developed and patented all-in-one teaching machine, AI-Space machine, has been recognized by the market and the industry and starting from the second half of 2021, we installed our AI-Space machine in several colleges and universities across China, including Beijing Foreign Studies University, Beijing Language and Culture University, and Straits Institute of Minjiang University, laying a solid foundation for our future potential revenue growth. We believe that we are well-positioned for the future with our brand awareness, innovative technologies, and loyal customer base.”

 

First Six Months of Fiscal Year 2021 Financial Highlights

 

 

 

For the Six Months Ended June 30,

 

($ millions, except per share data)

 

2021

 

 

2020

 

 

%Change

 

Revenue

 

 

1.85

 

 

 

2.27

 

 

 

-18.5%

Gross profit

 

 

1.37

 

 

 

0.79

 

 

 

74.3%

Gross margin

 

 

74.2%

 

 

34.7%

 

 

39.5%

Income (Loss) from operations

 

 

0.30

 

 

 

(0.11)

 

NM

 

Operating profit(loss) margin

 

 

16.3%

 

 

-5.0%

 

NM

 

Net income (loss)

 

 

0.23

 

 

 

(0.08)

 

NM

 

Basic and diluted earnings (loss) per share

 

 

0.03

 

 

 

(0.02)

 

NM

 

 

 
1

 

    

 

·

Revenue decreased by 18.5% year-over-year to $1.85 million for the six months ended June 30, 2021 from $2.27 million for the same period last year.

 

 

 

 

·

Gross profit increased by 74.3% to $1.37 million for the six months ended June 30, 2021 from $0.79 million for the same period last year.

 

 

 

 

·

Gross margins were 74.2% and 34.7% for the six months ended June 30, 2021 and 2020, respectively.

 

 

 

 

·

Income from operations was $0.30 million for the six months ended June 30, 2021, compared to loss from operations of $0.11 million for the same period last year. Operating profit margin was 16.3% for the six months ended June 30, 2021, compared to operating loss margin of 5.0% for the same period last year.

 

 

 

 

·

Net income was $0.23 million for the six months ended June 30, 2021, compared to net loss of $0.08 million for the same period last year.

 

 

 

 

·

Basic and diluted earnings per share were $0.03 for the six months ended June 30, 2021, compared to basic and diluted loss per share of $0.02 for the same period last year.

 

First Six Months of Fiscal Year 2021 Financial Results

 

Revenue

 

Revenue decreased by 18.5% year-over-year to $1.85 million for the six months ended June 30, 2021 from $2.27 million for the same period last year. The decrease in revenue was mainly driven by decreased revenue from technological consulting services for smart campus solutions as the Company did not enter into new large “smart campus” project contract with Chinese universities/ colleges during the six months ended June 30, 2021 since continued uncertainties associated with the COVID-19 pandemic caused many Chinese universities/colleges to hold off on their “smart campus” project plans.

 

 

 

For the Six Months Ended June 30,

 

($ millions)

 

2021

 

 

2020

 

Revenue

 

Revenue

 

 

Cost of

Revenue

 

 

Gross

Margin

 

 

Revenue

 

 

Cost of

Revenue

 

 

Gross

Margin

 

Sino-foreign Jointly Managed Academic Programs

 

 

1.42

 

 

 

0.23

 

 

 

84.0%

 

 

1.26

 

 

 

0.26

 

 

 

79.2%

Technological Consulting Services for Smart Campus Solutions

 

 

0.34

 

 

 

0.19

 

 

 

43.9%

 

 

0.93

 

 

 

1.21

 

 

 

-29.3%

Overseas Study Consulting Services

 

 

0.03

 

 

 

0.02

 

 

 

29.3%

 

 

0.07

 

 

 

0.01

 

 

 

82.9%

Tailored Job Readiness Training Services

 

 

0.07

 

 

 

0.04

 

 

 

37.9%

 

 

-

 

 

 

-

 

 

 

-

 

Total

 

 

1.85

 

 

 

0.48

 

 

 

74.2%

 

 

2.27

 

 

 

1.48

 

 

 

34.7%

 

 
2

 

    

For the six months ended June 30, 2021, revenue from sino-foreign jointly managed academic programs increased by $0.16 million, or 12.3%, to $1.42 million, from $1.26 million for the same period last year. This increase was primarily attributed to an increase in the number of students by 173 or 6.5%, to 2,841 students in six months ended June 30, 2021, from 2,668 students in six months ended June 30, 2020. Furthermore, the increase is also attributable to an approximately 9.03% positive impact from foreign currency fluctuation when the average exchange rate used in converting RMB into USD increased from $1 to RMB 7.0416 in the six months ended June 30, 2020 to $1 to RMB 6.4587 in the six months ended June 30, 2021. The increase is partially offset by a 3.3% decrease in average tuition fees. The decrease in average tuition fee was mainly caused by change in student mix enrolled in different academic programs with the universities/ colleges.

 

Revenue from technological consulting services for smart campus solutions decreased by $0.59 million, or 63.8%, to $0.34 million for the six months ended June 30, 2021, from $0.93 million for the same period last year. The decrease was primarily because the Company did not obtain smart campus projects of large size during the six months ended June 30, 2021. In addition, the continued uncertainties associated with COVID-19 caused many Chinese universities/colleges to hold their “smart campus” project plans.

 

Revenue from overseas study consulting services decreased by $0.04 million, or 64.2%, to $0.03 million for the six months ended June 30, 2021, from $0.07 million for the same period last year. The decrease was mainly due to the impact of the COVID-19 pandemic which caused certain countries closed its borders and imposed travel restrictions. As a result, the number of students interested in seeking overseas education reduced significantly. A portion of our revenue from overseas study consulting services was recognized when the students received offers and obtained appropriate visas. For the six months ended June 30, 2021, none of the students who participated in overseas consulting services received offers or visas as they have not yet completed their trainings and studies compared to 11 students who received school offers and obtained visas in the same period in 2020.

 

Revenue from tailored job readiness training services was $0.07 million for the six months ended June 30, 2021, compared with nil for the same period last year. The Company provided tailored job readiness training services to more than 130 students for the six months ended June 30, 2021.

 

Cost of Revenue

 

Cost of revenue decreased by $1.00 million, or 67.8%, to $0.48 million for the six months ended June 30, 2021, from $1.48 million for the same period last year, primarily due to the decreased hardware costs of $1.02 million associated with the smart campus projects.

 

 
3

 

    

Gross Profit

 

Gross profit increased by $0.58 million, or 74.3%, to $1.37 million for the six months ended June 30, 2021, from $0.79 million for the same period last year, while gross profit margin increased by 39.5%, to 74.2% for the six months ended June 30, 2020, from 34.7% for the same period last year. The increase in gross profit and gross margin was primarily due to decreased hardware costs associated with the Company’s technological consulting service projects.

 

Operating Expenses

 

Selling expenses decreased by $53,872, or 41.3%, to $76,593 for the six months ended June 30, 2021, from $130,465 for the same period last year. The decrease in selling expenses was primarily attributable to the decrease in the rental and office expenses and depreciation expenses by $54,679 when the Company relocated to a smaller office space.

 

General and administrative expenses increased by $224,833, or 29.2%, to $995,451 for the six months ended June 30, 2021, from $770,618 for the same period last year, primarily due to an increase in salaries and welfares expenses of $74,630 resulting from increased number of administrative employees, an increase in professional services fees of $57,300, an increase in share-based compensation to independent directors of $53,250 and an increase in independent director compensation of $28,419.

 

Interest Income

 

Interest income decreased by $22,797 or 27.5%, to $59,973 for the six months ended June 30, 2021, from $82,770 for the same period last year. In connection with the Company’s technological consulting services for smart campus projects, the Company recognized financing component resulted from a timing difference between when control is transferred and when the Company collected cash consideration from the customer. For the six months ended June 30, 2021 and 2020, the Company recognized $56,511 and $79,907 interest income in connection with the aforementioned financing component, respectively.

 

Other Expense

 

Other expense was $7,249 and $907 for the six months ended June 30, 2021 and 2020, respectively, the increase was due to increased bank charges.

 

 
4

 

    

Income Tax Provision

 

Income tax provision was $0.12 million for the six months ended June 30, 2021, increased from $0.05 million for the same period of last year due to higher taxable income.

 

Net Income (Loss)

 

Net income was $0.23 million for the six months ended June 30, 2021, compared to a net loss of $0.08 million for the same period last year. Basic and diluted earnings per share were $0.03 for the six months ended June 30, 2021, compared to basic and diluted loss per share of $0.02 for the same period last year.

 

Financial Condition

 

During the six months ended June 30, 2021, the Company had negative cash flow from operations. As of June 30, 2021, the Company had cash of approximately $33.7 million and had positive working capital of approximately $40.8 million. The Company’s liquidity is influenced by the level of its operations, the numerical volume and dollar value of its sales contracts, the progress of execution on its customer contracts, and the timing of accounts receivable collections. Management believes that the Company’s current cash as of June 30, 2021 will be sufficient to meet its working capital needs for at least the next 12 months from the date of the Company’s interim financial statements are issued.

 

As of June 30, 2021, the Company had cash of $33.70 million, compared to $5.01 million as of December 31, 2020.

 

Net cash used in operating activities was $1.89 million for the six months ended June 30, 2021, compared to $0.94 million for the same period last year.

 

Net cash provided by investing activities was $1.45 million for the six months ended June 30, 2021, compared net cash used in investing activities of $0.01 million for the same period last year.

 

Net cash provided by financing activities was $29.06 million for the six months ended June 30, 2021, compared to $5.50 million for the same period last year.

 

The Company intends to finance its future working capital requirements and capital expenditures from cash generated from operating activities. However, the Company may seek additional financings, to the extent required, and there can be no assurances that such financing will be available on favorable terms or at all.

 

 
5

 

    

COVID-19

 

The Company’s operations may be further affected by the ongoing COVID-19 pandemic. For the six months ended June 30, 2021, the Company’s revenue from sino-foreign jointly managed academic programs was not significantly impacted because Chinese universities/colleges have resumed on-site instruction since May 2020 and the number of students enrolled in the Company’s sino-foreign jointly managed education programs with two colleges increased during the 2021 academic school year. The total enrolled number of students increased by 14% as compared to the same period of last year. The teaching services that the Company has been providing to students have returned to normal, and no dropout has been reported to the Company during the six months ended June 30, 2021. However, due the impact of COVID-19, the internal payment processes of the partnering schools were temporarily delayed. As a result, the Company and these partnering schools mutually agreed to extend the tuition payment term by three to six months. The Company does not believe such delay will result in any collectability risk and the entire tuition receivable balance is expected to be fully received but only slightly later than a typical operating year. Furthermore, this temporary delay in tuition payment does not represent a change in the Company’s cooperation model with these partnering schools and the Company does not expect to incur further tuition payment delays in the future.

 

The continued uncertainties associated with the COVID-19 have caused many Chinese universities/ colleges to temporarily hold off on their “smart campus” project construction plans and accordingly the Company did not obtain new large “smart campus” project contract during the six months ended June 30, 2021, which led to a decrease in the Company’s revenue from technological consulting and supporting services during current period. Additionally, the COVID-19 pandemic continues to have a negative impact over the Company’s study abroad consulting services. A portion of the Company’s revenue from overseas study consulting services were recognized when students received offers and obtained appropriate visas. However, due to the COVID-19 pandemic, certain countries closed their borders and imposed travel restrictions. For the six months ended June 30, 2021, none of the students receiving overseas consulting services received offers or visas, compared to 11 students who received school offers and obtained visas in the same period in 2020. Due to the uncertainties around international travels, it is expected that the COVID-19 pandemic may continue to result in students being restricted from pursuing their overseas education in the near terms and may have further negative impact over the oversea study consulting service revenue stream.

 

 
6

 

    

About China Liberal Education Holdings Limited

China Liberal, headquartered in Beijing, is an educational services provider in China. It provides a wide range of services, including those under sino-foreign jointly managed academic programs; overseas study consulting services; technological consulting services for Chinese universities to improve their campus information and data management system and to optimize their teaching, operating and management environment, creating a “smart campus”; and tailored job readiness training to graduating students. For more information, please visit the company’s website at ir.chinaliberal.com.

 

Forward-Looking Statements

This document contains forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s expectations and projections about future events, which the Company derives from the information currently available to the Company. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review risk factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.

 

Investor Relations Contact

 

China Liberal Education Holdings Limited

Email:ir@chinaliberal.com

 

Ascent Investor Relations LLC

Ms. Tina Xiao

Email:tina.xiao@ascent-ir.com

Tel: +1 917 609 0333

 

 
7

 

   

China Liberal Education Holdings Limited

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$ 33,698,671

 

 

$ 5,007,449

 

Accounts receivable, net

 

 

1,547,175

 

 

 

915,618

 

Contract receivable, net, current

 

 

2,352,267

 

 

 

4,448,946

 

Advance to suppliers, net

 

 

4,033,956

 

 

 

94,648

 

Due from a related party

 

 

-

 

 

 

1,439,080

 

Prepaid expenses and other current assets

 

 

358,576

 

 

 

419,713

 

Total current assets

 

 

41,990,645

 

 

 

12,325,454

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

41,750

 

 

 

49,148

 

Operating lease right-of-use lease assets, net

 

 

92,980

 

 

 

136,695

 

Contract receivable, net– non-current

 

 

168,869

 

 

 

262,617

 

Total non-current assets

 

 

303,599

 

 

 

448,460

 

Total Assets

 

$ 42,294,244

 

 

$ 12,773,914

 

 

 

 

 

 

 

 

 

 

Liabilities and STOCKHOLDERS’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Account payable

 

$ 83,524

 

 

$ 125,223

 

Deferred revenue

 

 

111,772

 

 

 

154,927

 

Taxes payable

 

 

766,835

 

 

 

633,651

 

Due to a related party

 

 

12,390

 

 

 

-

 

Operating lease liabilities, current

 

 

92,980

 

 

 

90,253

 

Accrued expenses and other current liabilities

 

 

116,038

 

 

 

105,829

 

TOTAL CURRENT LIABILITIES

 

 

1,183,539

 

 

 

1,109,883

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities, non-current

 

 

-

 

 

 

23,102

 

TOTAL LIABILITIES

 

 

1,183,539

 

 

 

1,132,985

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Ordinary shares, $0.001 par value, 50,000,000 shares authorized, 12,348,333 and 6,333,333 shares issued and

 

 

 

 

 

 

 

 

outstanding at June 30, 2021 and December 31, 2020, respectively

 

 

12,348

 

 

 

6,333

 

Additional paid-in capital

 

 

38,452,810

 

 

 

9,358,487

 

Statutory reserve

 

 

623,476

 

 

 

551,146

 

Retained earnings

 

 

1,719,509

 

 

 

1,565,817

 

Accumulated other comprehensive income

 

 

302,562

 

 

 

159,146

 

Total stockholders’ equity

 

 

41,110,705

 

 

 

11,640,929

 

 

 

 

 

 

 

 

 

 

Total Liabilities and STOCKHOLDERS’ Equity

 

$ 42,294,244

 

 

$ 12,773,914

 

 

 
8

 

  

China Liberal Education Holdings Limited

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

 

 

 

For the six months ended
June 30,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

REVENUE, NET

 

$ 1,850,551

 

 

$ 2,270,788

 

COST OF REVENUE

 

 

(476,727 )

 

 

(1,482,515 )

GROSS PROFIT

 

 

1,373,824

 

 

 

788,273

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Selling expenses

 

 

(76,593 )

 

 

(130,465 )

General and administrative expenses

 

 

(995,451 )

 

 

(770,618 )

Total operating expenses

 

 

(1,072,044 )

 

 

(901,083 )

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

 

301,780

 

 

 

(112,810 )

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

Interest income

 

 

59,973

 

 

 

82,770

 

Other expense, net

 

 

(7,249 )

 

 

(907 )

Total other income, net

 

 

52,724

 

 

 

81,863

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

354,504

 

 

 

(30,947 )

 

 

 

 

 

 

 

 

 

INCOME TAX PROVISION

 

 

(128,482 )

 

 

(48,675 )

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

226,022

 

 

 

(79,622 )

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

Total foreign currency translation adjustment

 

 

143,416

 

 

 

(113,868 )

TOTAL COMPREHENSIVE INCOME (LOSS)

 

 

369,438

 

 

 

(193,490 )

 

 

 

 

 

 

 

 

 

Weighted average number of shares, basic and diluted

 

 

8,756,372

 

 

 

5,366,300

 

Basic and diluted earnings (loss) per ordinary share

 

$ 0.03

 

 

$ (0.02 )

  

 
9

 

    

China Liberal Education Holdings Limited

Condensed Consolidated Statements of Cash Flows

(Unaudited)

  

 

 

For the Six Months Ended

 

 

 

June 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities

 

 

 

 

 

 

Net income (loss)

 

$ 226,022

 

 

$ (79,622 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

10,810

 

 

 

12,234

 

Loss from disposal of property and equipment

 

 

606

 

 

 

27,381

 

Amortization of operating lease right-of-use lease assets

 

 

45,148

 

 

 

18,181

 

Share-based compensation

 

 

53,250

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

-

 

Accounts receivable, net

 

 

(621,655 )

 

 

172,176

 

Contract receivable, net

 

 

2,239,613

 

 

 

(1,834,390 )

Advances to suppliers

 

 

(3,937,025 )

 

 

571,128

 

Prepaid expenses and other current assets

 

 

64,982

 

 

 

121,107

 

Accounts payable

 

 

(43,011 )

 

 

332,972

 

Deferred revenue

 

 

(38,853 )

 

 

(390,331 )

Taxes payable

 

 

126,429

 

 

 

77,397

 

Accrued expenses and other current liabilities

 

 

(18,412 )

 

 

33,843

 

Net cash used in operating activities

 

 

(1,892,096 )

 

 

(937,924 )

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(3,500 )

 

 

(12,831 )

Repayment from a related party

 

 

1,453,853

 

 

 

-

 

Net cash provided by (used in) investing activities

 

 

1,450,353

 

 

 

(12,831 )

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from borrowing from a related party

 

 

12,386

 

 

 

94,804

 

Net proceeds from issuance of ordinary shares

 

 

29,047,088

 

 

 

5,405,451

 

Net cash provided by financing activities

 

 

29,059,474

 

 

 

5,500,255

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

73,491

 

 

 

(28,696 )

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

28,691,222

 

 

 

4,520,804

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

5,007,449

 

 

 

1,702,279

 

Cash, end of period

 

$ 33,698,671

 

 

$ 6,223,083

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Income taxes paid

 

$ 40,463

 

 

$ 20,321

 

Interest paid

 

 

 

 

 

 

 

 

 

 
10

cleu-20210630.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA


cleu-20210630_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE


cleu-20210630_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE


cleu-20210630_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE


cleu-20210630_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE