Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-38077

Bright Scholar Education Holdings Limited

No. 1, Country Garden Road

Beijiao Town, Shunde District, Foshan, Guangdong 528300

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

SIGNATURES

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.

	Bright Scholar Education Holdings Limited

Date: August 2, 2024	By:	/s/ Hui Zhang
	Name:	Hui Zhang
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Earnings Release

Exhibit 99.1

Bright Scholar Announces Unaudited Financial Results for the Third Quarter of Fiscal 2024

Gross Profit Increased 5.0% YoY and Revenue Increased 6.2% QoQ

Management to hold a conference call today at 8:00 a.m. Eastern Time

FOSHAN, China, August 2, 2024 /PRNewswire/—Bright Scholar Education Holdings Limited (“Bright Scholar,” the “Company,” “we” or “our”) (NYSE: BEDU), a global premier education service company, today announced its unaudited financial results for its fiscal 2024 third quarter ended May 31, 2024.

THIRD QUARTER OF FISCAL 2024 FINANCIAL HIGHLIGHTS

•	Revenue was RMB554.0 million, compared to RMB586.4 million for the same quarter last fiscal year, representing a quarter-over-quarter increase of 6.2%.

•	Revenue from Overseas Schools was RMB264.9 million, representing an increase of 19.4% from the same quarter last fiscal year.

•	Gross profit was RMB202.7 million, representing an increase of 5.0% from the same quarter last fiscal year. Gross margin increased to 36.6% from 32.9% for the same quarter last fiscal year.

•

Net loss was RMB90.3 million, compared to RMB37.7 million for the same quarter last fiscal year, mainly attributable to an impairment loss on goodwill of RMB133 million. Adjusted net income¹ was RMB48.5 million, compared to an adjusted net loss of RMB34.8 million for the same quarter last fiscal year.

Revenue by Segment

	For the third quarter ended May 31,				YoY			% of total revenue in
(RMB in millions except for percentage)	2024		2023		% Change			F3Q2024
Overseas Schools		264.9		221.8		19.4	%		47.8	%
Complementary Education Services²		169.5		207.5		-18.3	%		30.6	%
Domestic Kindergartens & K-12 Operation Services³		119.6		157.1		-23.9	%		21.6	%
Total		554.0		586.4		-5.5	%		100.0	%

1.	Adjusted net income/(loss) is defined as net income/(loss) excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets and impairment loss on goodwill.
2.	The Complementary Education Services business comprises language training, overseas study counselling, career counselling, study tours and camps, as well as international contest training and others.
3.	The Domestic Kindergartens & K-12 Operation Services business comprises for-profit kindergartens and operation services for students of domestic K-12 schools, including catering and procurement services.

For more information on these adjusted financial measures, please see the section captioned “Non-GAAP Financial Measures” and the tables captioned “Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this release.

MANAGEMENT COMMENTARY

Mr. Robert Niu, Chief Executive Officer of Bright Scholar, commented, “Our resilient business continues to recover and thrive. We delivered solid quarterly results amid an uncertain and evolving external environment through solid strategic execution and dedicated initiatives to fuel our global business. During the quarter, our core Overseas Schools business maintained its double-digit year-over-year revenue growth trajectory, and student enrollment grew by 8% compared to the same quarter last fiscal year. Year to date, over 900 students have accepted offers for our September intake. In addition, we are utilizing our facilities and teaching resources more effectively, increasing the utilization rate of our overseas schools to 62% during the quarter. As a global premier education service company, we are committed to enhancing teaching quality and fostering an enriched learning experience for our students. Aligned with our strategy to focus our resources on our high-growth core business while optimizing organizational structure to improve our operational and management efficiency, we divested our non-core international contest training business and career counseling business from our Complementary Education Services segment in May and June. Building on our well-established brand and abundant educational resources, we are well-positioned to expand our high-return businesses and are gearing up to seize the tremendous growth opportunities ahead.”

Ms. Cindy Zhang, Chief Financial Officer of Bright Scholar, added, “We achieved healthy financial results in the third fiscal quarter. Led by our Overseas Schools business, our total revenues grew by 6% quarter over quarter on an expanding gross margin of 36.6%, up 370 basis points year-over-year and 560 basis points quarter over quarter. Driven by increases in both the number of students enrolled and the average tuition fees of overseas schools, our Overseas Schools revenue grew by 19.4% year-over-year. We also strengthened our cash position, closing the quarter with a total of RMB537.2 million in cash, cash equivalents and restricted cash. Our healthy balance sheet supports our organic growth initiatives as we work to create sustainable value for our customers and shareholders over the long term.”

UNAUDITED FINANCIAL RESULTS for THE THIRD FISCAL QUARTER ENDED MAY 31, 2024

Revenue

Revenue was RMB554.0 million, compared to RMB586.4 million for the same quarter last fiscal year.

Overseas Schools: Revenue contribution was RMB264.9 million, representing a 19.4% increase from RMB221.8 million for the same quarter last fiscal year. The increase was mainly attributable to increases in both the number of students enrolled and the average tuition fees of overseas schools.

Complementary Education Services: Revenue contribution was RMB169.5 million, compared to RMB207.5 million for the same quarter last fiscal year. The decrease was mainly attributable to a reduction in extracurricular programs, study tours and the camp business.

Domestic Kindergartens & K-12 Operation Services: Revenue contribution was RMB119.6 million, compared with RMB157.1 million for the same quarter last fiscal year.

Cost of Revenue

Cost of revenue was RMB351.2 million, or 63.4% of revenue, compared to RMB393.4 million, or 67.1%, for the same quarter last fiscal year. The improvement was mainly attributable to cost-saving measures and efficiency enhancements in our headquarters.

Gross Profit, Gross Margin and Adjusted Gross Profit

Gross profit was RMB202.7 million, representing a 5.0% increase from RMB193.0 million for the same quarter last fiscal year. The increase was mainly attributable to the revenue growth in Overseas Schools. Gross margin increased to 36.6% from 32.9% for the same quarter last fiscal year.

Adjusted gross profit⁴ was RMB205.9 million, representing a 4.7% increase from RMB196.7 million for the same quarter last fiscal year.

Selling, General and Administrative Expenses

Total SG&A expenses were RMB147.0 million, representing a 3.5% increase from RMB142.0 million for the same quarter last fiscal year.

Operating Loss/Income, Operating Margin and Adjusted Operating Income

Operating loss was RMB84.3 million, compared to an operating income of RMB73.9 million for the same quarter last fiscal year. Operating loss margin was 15.2%, compared to an operating income margin of 12.6% for the same quarter last fiscal year.

Adjusted operating income⁵ was RMB55.1 million, compared to RMB77.6 million for the same quarter last fiscal year.

Net Loss and Adjusted Net Income/Loss

Net loss was RMB90.3 million, compared to RMB37.7 million for the same quarter last fiscal year.

Adjusted net income was RMB48.5 million, compared to an adjusted net loss of RMB34.8 million for the same quarter last fiscal year.

Adjusted EBITDA⁶

Adjusted EBITDA was RMB76.6 million, compared to RMB96.0 million for the same quarter last fiscal year.

Net Loss per Ordinary Share/ADS and Adjusted Net Earnings/Loss per Ordinary Share/ADS

Basic and diluted net loss per ordinary share attributable to ordinary shareholders were RMB0.56 each, compared to RMB0.32 each for the same quarter last fiscal year.

Adjusted basic and diluted net earnings per ordinary share⁷ attributable to ordinary shareholders were RMB0.42 each, compared to adjusted basic and diluted net loss per ordinary share of RMB0.30 each for the same quarter last fiscal year.

4.	Adjusted gross profit is defined as gross profit excluding amortization of intangible assets.
5.	Adjusted operating income/(loss) is defined as operating income/(loss) excluding share-based compensation expenses, amortization of intangible assets and impairment loss on goodwill.
6.	Adjusted EBITDA is defined as net income/(loss) excluding interest income/(expense), net, income tax expense/benefit, depreciation and amortization, share-based compensation expenses and impairment loss on goodwill.
7	Adjusted basic and diluted earnings/(loss) per share is defined as adjusted net income/(loss) attributable to ordinary shareholders (net income/(loss) attributable to ordinary shareholders excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets and impairment loss on goodwill) divided by the weighted average number of basic and diluted ordinary shares.

Basic and diluted net loss per ADS attributable to ADS holders were RMB2.24 each, compared to RMB1.28 each for the same quarter last fiscal year.

Adjusted basic and diluted net earnings per ADS⁸ attributable to ADS holders were RMB1.68 each, compared to adjusted basic and diluted net loss per ADS of RMB1.20 each for the same quarter last fiscal year.

Cash and Working Capital

As of May 31, 2024, the Company had cash and cash equivalents and restricted cash of RMB537.2 million (US$74.2 million), compared to RMB496.9 million as of February 29, 2024.

Conference Call

The Company’s management will host an earnings conference call at 8:00 a.m. U.S. Eastern Time (8:00 p.m. Beijing/Hong Kong Time) on August 2, 2024.

Dial-in details for the earnings conference call are as follows:

Mainland China:	4001-201203
Hong Kong:	800-905945
United States:	1-888-346-8982
International:	1-412-902-4272

Participants should dial in at least 5 minutes before the scheduled start time and ask to be connected to the call for “Bright Scholar Education Holdings Limited.”

Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at http://ir.brightscholar.com/.

A replay of the conference call will be accessible after the conclusion of the live call until August 9, 2024, by dialing the following telephone numbers:

United States Toll Free:	1-877-344-7529
International:	1-412-317-0088
Replay Passcode:	8092477

CONVENIENCE TRANSLATION

The Company’s reporting currency is Renminbi (“RMB”). However, periodic reports made to shareholders will include current period amounts translated into U.S. dollars using the prevailing exchange rates at the balance sheet date for the convenience of readers. Translations of balances in the condensed consolidated balance sheets, and the related condensed consolidated statements of operations, and cash flows from RMB into U.S. dollars as of and for the quarter ended May 31, 2024 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.2410, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on May 31, 2024. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on May 31, 2024, or at any other rate.

Adjusted basic and diluted earnings per American depositary share (“ADS”) is defined as adjusted net income attributable to ADS shareholders (net income attributable to ADS shareholders excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets and impairment loss on goodwill) divided by the weighted average number of basic and diluted ADSs.

NON-GAAP FINANCIAL MEASURES

In evaluating our business, we consider and use certain non-GAAP measures, including primarily adjusted EBITDA, adjusted net income/(loss), adjusted gross profit/(loss), adjusted operating income/(loss), adjusted net earnings/(loss) per share attributable to ordinary shareholders/ADS holders basic and diluted as supplemental measures to review and assess our operating performance. 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 U.S. GAAP. We define adjusted gross profit/(loss) as gross profit/(loss) excluding amortization of intangible assets. We define adjusted EBITDA as net income/(loss) excluding interest income/(expense), net, income tax expense/benefit, depreciation and amortization, share-based compensation expenses and impairment loss on goodwill. We define adjusted net income/(loss) as net income/(loss) excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets and impairment loss on goodwill. We define adjusted operating income/(loss) as operating income/(loss) excluding share-based compensation expenses, amortization of intangible assets and impairment loss on goodwill. Additionally, we define adjusted net earnings/(loss) per share attributable to ordinary shareholders/ADS holders, basic and diluted, as adjusted net income/(loss) attributable to ordinary shareholders/ADS holders (net income/(loss) to ordinary shareholders/ADS holders excluding share-based compensation expenses, amortization of intangible assets, tax effect of amortization of intangible assets and impairment loss on goodwill) divided by the weighted average number of basic and diluted ordinary shares or ADSs.

We incur amortization expense of intangible assets related to various acquisitions that have been made in recent years. These intangible assets are valued at the time of acquisition and are then amortized over a period of several years after the acquisition. We believe that exclusion of these expenses allows greater comparability of operating results that are consistent over time for the Company’s newly-acquired and long-held business as the related intangibles do not have significant connection to the growth of the business. Therefore, we provide exclusion of amortization of intangible assets to define adjusted gross profit, adjusted operating income/(loss), adjusted net income/(loss), and adjusted net earnings/(loss) per share attributable to ordinary shareholders/ADS holders, basic and diluted.

We present the non-GAAP financial measures because they are used by our management to evaluate our operating performance and formulate business plans. Such non-GAAP measures include adjusted EBITDA, adjusted net income/(loss), adjusted gross profit/(loss), adjusted operating income/(loss), adjusted net earnings/(loss) per share attributable to ordinary shareholders/ADS holders basic and diluted. Non-GAAP financial measures enable our management to assess our operating results without considering the impact of non-cash charges, including depreciation and amortization and share-based compensation expenses, and without considering the impact of non-operating items such as interest income/(expense), net; income tax expense/benefit; share-based compensation expenses; amortization of intangible assets, tax effect of amortization of intangible assets and impairment loss on goodwill. We also believe that the use of these non-GAAP measures facilitates investors’ assessment of our operating performance.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using these non-GAAP financial measures is that they do not reflect all items of income and expense that affect our operations. Interest income/(expense), net; income tax expense/benefit; depreciation and amortization; share-based compensation expense; tax effect of amortization of intangible assets, and impairment loss on goodwill have been and may continue to be incurred in our business and are not reflected in the presentation of these non-GAAP measures, including adjusted EBITDA or adjusted net income/(loss). Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited.

About Bright Scholar Education Holdings Limited

Bright Scholar is a premier global education service Group. The Company primarily provides quality international education to global students and equips them with the critical academic foundation and skillsets necessary to succeed in the pursuit of higher education.

For more information, please visit: https://ir.brightscholar.com/.

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s business plans and development, which can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Such statements are based upon management’s current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

IR Contact:

Email: BEDU@thepiacentegroup.com

Phone: +86 (10) 6508-0677/ +1-212-481-2050

Media Contact:

Email: media@brightscholar.com

Phone: +86-757-2991-6814

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

	As of
	August 31,			May 31,
	2023			2024
	RMB		RMB		USD
ASSETS
Current assets
Cash and cash equivalents		537,325		515,200		71,150
Restricted cash		28,261		21,789		3,009
Accounts receivable		19,209		27,549		3,805
Amounts due from related parties, net		188,445		128,607		17,761
Other receivables, deposits and other assets, net		148,679		129,597		17,898
Inventories		5,480		3,872		535

Total current assets		927,399		826,614		114,158

Restricted cash - non-current		1,650		250		35
Property and equipment, net		414,225		363,267		50,168
Intangible assets, net		343,077		325,128		44,901
Goodwill, net		1,328,872		1,182,035		163,242
Long-term investments, net		36,070		35,716		4,932
Prepayments for construction contracts		1,711		1,540		213
Deferred tax assets, net		1,810		1,498		207
Other non-current assets, net		15,249		12,885		1,779
Operating lease right-of-use assets - non current		1,549,447		1,456,486		201,144

Total non-current assets		3,692,111		3,378,805		466,621

TOTAL ASSETS		4,619,510		4,205,419		580,779

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS-CONTINUED

(Amounts in thousands)

	As of
	August 31,				May 31,
	2023				2024
	RMB			RMB			USD
LIABILITIES AND EQUITY
Current liabilities
Accounts payable		105,193			105,927			14,629
Amounts due to related parties		311,451			214,836			29,669
Accrued expenses and other current liabilities		279,690			225,063			31,082
Income tax payable		99,367			93,440			12,904
Contract liabilities - current		541,683			416,084			57,462
Refund liabilities - current		17,572			15,929			2,200
Operating lease liabilities - current		125,447			121,235			16,743

Total current liabilities		1,480,403			1,192,514			164,689

Non-current contract liabilities		2,116			2,597			359
Deferred tax liabilities, net		42,093			34,652			4,786
Operating lease liabilities - non current		1,523,242			1,446,627			199,783

Total non-current liabilities		1,567,451			1,483,876			204,928

TOTAL LIABILITIES		3,047,854			2,676,390			369,617

EQUITY
Share capital		8			8			1
Additional paid-in capital		1,697,370			1,706,654			235,693
Statutory reserves		20,155			19,616			2,709
Accumulated other comprehensive income		172,230			178,803			24,693
Accumulated deficit		(473,154	)		(485,455	)		(67,043	)

Shareholders’ equity		1,416,609			1,419,626			196,053
Non-controlling interests		155,047			109,403			15,109

TOTAL EQUITY		1,571,656			1,529,029			211,162

TOTAL LIABILITIES AND EQUITY		4,619,510			4,205,419			580,779

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except for shares and per share data)

	Three Months Ended May 31									Nine Months Ended May 31
	2023			2024						2023			2024
	RMB			RMB			USD			RMB			RMB			USD

Revenue		586,446			553,976			76,505			1,563,977			1,648,158			227,615
Cost of revenue		(393,418	)		(351,227	)		(48,505	)		(1,075,767	)		(1,080,294	)		(149,191	)

Gross profit		193,028			202,749			28,000			488,210			567,864			78,424
Selling, general and administrative expenses		(142,016	)		(146,989	)		(20,300	)		(437,730	)		(431,735	)		(59,624	)
Impairment loss on goodwill		-			(133,022	)		(18,371	)		-			(133,022	)		(18,371	)
Other operating income/(loss)		22,937			(7,033	)		(971	)		49,119			4,369			603

Operating income/(loss)		73,949			(84,295	)		(11,642	)		99,599			7,476			1,032
Interest expense, net		(2,859	)		(22	)		(3	)		(8,587	)		(2,457	)		(339	)
Investment income /(loss)		614			5,127			708			(849	)		5,605			774
Other expenses		(23	)		3,496			483			(2,776	)		106			14

Income/(loss) before income taxes and share of equity in (loss)/profit of unconsolidated affiliates		71,681			(75,694	)		(10,454	)		87,389			10,730			1,481
Income tax expense		(109,327	)		(14,543	)		(2,008	)		(133,493	)		(38,988	)		(5,384	)
Share of equity in (loss)/profit of unconsolidated affiliates		(52	)		(43	)		(6	)		(400	)		81			11

Net loss		(37,698	)		(90,280	)		(12,468	)		(46,506	)		(28,177	)		(3,892	)

Net income/(loss) attributable to non-controlling interests		397			(24,210	)		(3,343	)		4,020			(19,761	)		(2,729	)

Net loss attributable to ordinary shareholders		(38,095	)		(66,070	)		(9,125	)		(50,526	)		(8,416	)		(1,163	)

Net loss per share attributable to ordinary shareholders
—Basic		(0.32	)		(0.56	)		(0.08	)		(0.43	)		(0.07	)		(0.01	)
—Diluted		(0.32	)		(0.56	)		(0.08	)		(0.43	)		(0.07	)		(0.01	)

Weighted average shares used in calculating net loss per ordinary share:
—Basic		118,669,795			118,669,795			118,669,795			118,669,795			118,669,795			118,669,795
—Diluted		118,669,795			118,669,795			118,669,795			118,669,795			118,669,795			118,669,795

Net loss per ADS
—Basic		(1.28	)		(2.24	)		(0.32	)		(1.72	)		(0.28	)		(0.04	)
—Diluted		(1.28	)		(2.24	)		(0.32	)		(1.72	)		(0.28	)		(0.04	)

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	Three Months Ended May 31									Nine Months Ended May 31
	2023			2024						2023			2024
	RMB			RMB			USD			RMB			RMB			USD

Net cash (used in)/generated from operating activities		(8,198	)		96,249			13,292			15,338			22,353			3,087

Net cash (used in)/generated from investing activities		(20,990	)		10,713			1,479			(32,946	)		30,011			4,145

Net cash used in financing activities		(41,255	)		(71,323	)		(9,850	)		(90,397	)		(84,258	)		(11,636	)

Effect of exchange rate changes on cash and cash equivalents, and restricted cash		7,873			4,740			655			15,615			1,897			261

Net change in cash and cash equivalents, and restricted cash		(62,570	)		40,379			5,576			(92,390	)		(29,997	)		(4,143	)

Cash and cash equivalents, and restricted cash at beginning of the period		827,964			496,860			68,618			857,784			567,236			78,337

Cash and cash equivalents, and restricted cash at end of the period		765,394			537,239			74,194			765,394			537,239			74,194

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

Reconciliations of GAAP and Non-GAAP Results

(Amounts in thousands, except for shares and per share data)

	Three Months Ended May 31									Nine Months Ended May 31
	2023			2024						2023			2024
	RMB			RMB			USD			RMB			RMB			USD

Gross profit		193,028			202,749			28,000			488,210			567,864			78,424
Add: Amortization of intangible assets		3,642			3,117			430			11,274			9,633			1,330
Adjusted gross profit		196,670			205,866			28,430			499,484			577,497			79,754

Operating income/(loss)		73,949			(84,295	)		(11,642	)		99,599			7,476			1,032
Add: Share-based compensation expenses		-			3,240			447			-			4,860			671
Add: Amortization of intangible assets		3,642			3,117			430			11,274			9,633			1,330
Add: Impairment loss on goodwill		-			133,022			18,371			-			133,022			18,371
Adjusted operating income		77,591			55,084			7,606			110,873			154,991			21,404

Net loss		(37,698	)		(90,280	)		(12,468	)		(46,506	)		(28,177	)		(3,892	)
Add: Share-based compensation expenses		-			3,240			447			-			4,860			671
Add: Amortization of intangible assets		3,642			3,117			430			11,274			9,633			1,330
Add: Tax effect of amortization of intangible assets		(738	)		(631	)		(87	)		(2,302	)		(1,951	)		(269	)
Add: Impairment loss on goodwill		-			133,022			18,371			-			133,022			18,371
Adjusted net (loss)/income		(34,794	)		48,468			6,693			(37,534	)		117,387			16,211

Net loss attributable to ordinary shareholders		(38,095	)		(66,070	)		(9,125	)		(50,526	)		(8,416	)		(1,163	)
Add: Share-based compensation expenses		-			3,240			447			-			4,860			671
Add: Amortization of intangible assets		3,642			3,117			430			11,274			9,633			1,330
Add: Tax effect of amortization of intangible assets		(738	)		(631	)		(87	)		(2,302	)		(1,951	)		(269	)
Add: Impairment loss on goodwill		-			110,305			15,233			-			110,305			15,233
Adjusted net (loss)/income attributable to ordinary shareholders		(35,191	)		49,961			6,898			(41,554	)		114,431			15,802

Net loss		(37,698	)		(90,280	)		(12,468	)		(46,506	)		(28,177	)		(3,892	)
Add: Interest expense, net		2,859			22			3			8,587			2,457			339
Add: Income tax expense		109,327			14,543			2,008			133,493			38,988			5,384
Add: Depreciation and amortization		21,553			16,064			2,218			63,929			49,981			6,902
Add: Share-based compensation expenses		-			3,240			447			-			4,860			671
Add: Impairment loss on goodwill		-			133,022			18,371			-			133,022			18,371
Adjusted EBITDA		96,041			76,611			10,579			159,503			201,131			27,775

Weighted average shares used in calculating adjusted net (loss)/income per ordinary share:
—Basic and Diluted		118,669,795			118,669,795			118,669,795			118,669,795			118,669,795			118,669,795

Adjusted net (loss)/income per share attributable to ordinary shareholders
—Basic		(0.30	)		0.42			0.06			(0.35	)		0.96			0.13
—Diluted		(0.30	)		0.42			0.06			(0.35	)		0.96			0.13

Adjusted net (loss)/income per ADS
—Basic		(1.20	)		1.68			0.24			(1.40	)		3.84			0.52
—Diluted		(1.20	)		1.68			0.24			(1.40	)		3.84			0.52