Form 6-K
Table of Contents

FORM 6-K

 


SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

REPORT OF FOREIGN ISSUER

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

SECURITIES EXCHANGE ACT OF 1934

For the month of January 2007

Commission File Number: 001-32993

 


NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

 


No. 6 Hai Dian Zhong Street

Haidian District

Beijing 100080, 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 Form 20-F or Form 40-F.

Form 20-F      X            Form 40-F              

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):            

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):            

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.

Yes                      No      X    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-          N/A        

 



Table of Contents

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

Form 6-K

TABLE OF CONTENTS

 

     Page

Signature

   3

Exhibit 99.1 – Press Release

   4


Table of Contents

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.

 

New Oriental Education & Technology Group Inc.
By:  

/s/ Louis T. Hsieh

Name:   Louis T. Hsieh
Title:   Chief Financial Officer

Date: January 16, 2007

 

3


Table of Contents

Exhibit 99.1

New Oriental Announces Results for the Second Fiscal Quarter

Ended November 30, 2006

Beijing, January 15, 2006 – New Oriental Education and Technology Group Inc. (NYSE: EDU), the largest provider of private educational services in China, today announced its unaudited financial results for the fiscal quarter ended November 30, 2006, which is the second quarter for New Oriental’s fiscal year 20071.

Highlights for the Fiscal Quarter Ended November 30, 2006

 

  Total net revenues increased by 32.9% year-over-year to RMB169.0 million (US$21.6 million) from RMB127.2 million in the second quarter of fiscal year 2006.

 

  Net income increased to RMB8.2 million (US$1.0 million) from a net loss of RMB8.7 million in the second quarter of fiscal year 2006, and income attributable to holders of common shares excluding share-based compensation expenses (non-GAAP) increased to RMB16.2 million (US$2.1 million) from a net loss of RMB34.2 million in the second quarter of fiscal year 2006.

 

  Basic and diluted earnings per ADS were RMB0.23 (US$0.03) and RMB0.22 (US$0.03), respectively. Excluding share-based compensation expenses (non-GAAP), basic and diluted earnings per ADS were RMB0.46 (US$0.06) and RMB0.44 (US$0.06), respectively. Each ADS represents four common shares. Common shares used in calculating basic and diluted earnings per ADS increased in the second quarter of fiscal 2007 due to 34.5 million new shares issued and sold by the company in its initial public offering during the quarter.

 

  Total student enrollments in language training and test preparation courses increased by 20.3% year-over-year to approximately 217,500 from approximately 180,800 in the second quarter of fiscal year 2006.

 

  Opened 2 new schools in the second quarter bringing the total number of schools and learning centers to 34 and 121 (including the 34 schools), respectively, as of November 30, 2006, up from 32 schools and 115 learning centers (including the 32 schools) as of August 31, 2006, respectively.

 


1 This announcement contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from RMB to U.S. dollars for the entities with the functional currency of RMB are made at a rate of RMB7.834 to US$1.00, the effective noon buying rate as of November 30, 2006 in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York.

 

4


Table of Contents

“During the second quarter of fiscal year 2007, we experienced continued strong growth in our student enrollments and net revenues enabling us to exceed our revenue guidance by a substantial margin,” said New Oriental’s Chairman and Chief Executive Officer, Mr. Michael Yu. “In addition, we executed on our strategy of pursuing rapid organic growth by adding two new schools, North Star in Beijing marking New Oriental’s entry into the fragmented professional certification test preparation market, and our second primary/secondary campus in Taixing, which is nearby our Yangzhou school.”

New Oriental’s Chief Financial Officer, Mr. Louis T. Hsieh, added, “During the second fiscal quarter, we continued to improve our profitability by simultaneously growing our revenues and controlling our expenses. As we continue to expand our product offerings, student enrollments, and geographic footprint into new markets across China, we are confident that we will increasingly benefit from economies of scale going forward.”

Mr. Hsieh noted that the second quarter of the Company’s fiscal year is typically the slowest in terms of revenue as students are occupied with the beginning of the formal school year.

“We also used part of our IPO proceeds to clear remaining debt ensuring a sound financial base for future expansion,” added Mr. Hsieh.

Financial Results for the Fiscal Quarter Ended November 30, 2006

For the second fiscal quarter of 2007, New Oriental reported net revenues of RMB169.0 million (US$21.6 million), representing a 32.9% increase year-over-year.

Net revenues from educational programs and services for the second fiscal quarter were RMB152.0 million (US$19.4 million), representing a 32.5% increase year-over-year. The growth was mainly driven by the increase in the number of student enrollments in language training and test preparation courses. Total student enrollments in language training and test preparation courses in the second fiscal quarter of 2007 increased by 20.3% year-over-year to approximately 217,500 from approximately 180,800 in the second quarter of fiscal year 2006.

Total operating costs and expenses for the quarter were RMB168.8 million (US$21.5 million), a 22.9% increase year-over-year.

Cost of revenues increased by 40.5% year-over-year to RMB85.9 million (US$11.0 million), primarily due to the increased number of courses offered to a larger student base and the greater number of schools and learning centers in operation.

Selling and marketing expenses increased by 90.8% year-over-year to RMB25.4 million (US$3.2 million), primarily due to a refinement in accounting process in allocating some of the personnel and other expenses which were included in our general and administrative expenses in the second fiscal quarter of 2006 to our selling and marketing expenses in the second fiscal quarter of 2007.

 

5


Table of Contents

General and administrative expenses decreased by 8.7% year-over-year to RMB57.5 million (US$7.3 million), primarily due to the implementation of the refined accounting process described above. Without such accounting reclassification, general and administrative expenses would have increased year-over-year.

Total share-based compensation expenses, which were allocated to related operating costs and expenses, were RMB8.0 million (US$1.0 million) in the second quarter of fiscal year 2007. There were no share-based compensation expenses in the second quarter of fiscal year 2006.

Operating margin for the quarter was 0.2%, compared to negative 8.0% in the corresponding period of the previous year. Excluding share-based compensation expenses (non-GAAP), operating margin for the quarter was 4.9%, compared to negative 8.0% in the corresponding period of the prior year. This increase was primarily due to the improved operating efficiency as revenue growth outpaced the growth in operating costs and expenses.

Income for the quarter was RMB8.2 million (US$1.0 million) compared to a net loss of RMB8.7 million in the second quarter of fiscal year 2006. Basic and diluted earnings per share amounted to RMB0.06 (US$0.01) and RMB0.06 (US$0.01), respectively, and basic and diluted earnings per ADS were RMB0.23 (US$0.03) and RMB0.22 (US$0.03), respectively.

Income attributable to holders of common shares excluding share-based compensation expenses (non-GAAP) was RMB16.2 million (US$2.1 million). Basic and diluted earnings per ADS excluding share based compensation expenses (non-GAAP) were RMB0.46 (US$0.06) and RMB0.44 (US$0.06), respectively.

Capital expenditures for the quarter were RMB7.6 million (US$1.0 million).

As of November 30, 2006, New Oriental had cash and cash equivalents of RMB1,166.5 million (US$148.8 million), as compared to RMB294.9 million as of August 31, 2006. The increase in cash and cash equivalents was primarily due to the net proceeds from our initial public offering on the New York Stock Exchange on September 7, 2006. Net operating cash flow for the second quarter of fiscal year 2007 was RMB42.4 million (US$5.4 million).

Financial Results for the Six Months Ended November 30, 2006

For the six months ended November 30, 2006 New Oriental reported net revenues of RMB598.4 million (US$76.4 million), representing a 31.8% increase year-over-year.

Total student enrollments in language training and test preparation courses in the six months ended November 30, 2006 increased by 23.6% year-over-year to approximately 554,900 from approximately 448,900 in the six months ended November 30, 2005.

Operating margin for the six months ended November 30, 2006 was 30.2%, compared to 18.8% for the six months ended November 30, 2005.

 

6


Table of Contents

Net income for the six months ended November 30, 2006 was RMB173.3 million (US$22.1 million), representing a 135.7% increase year-over-year. Basic and diluted earnings per ADS for the six months ended November 30, 2006 amounted to RMB5.72 (US$0.73) and RMB5.31 (US$0.68), respectively. Common shares used in calculating basic and diluted earnings per ADS increased in the second quarter of fiscal year 2007 due to 34.5 million new shares issued and sold by the company in its initial public offering during the quarter.

Outlook for Fiscal Third Quarter 2007

New Oriental expects its total net revenues in the third quarter of fiscal year 2007 (December 1, 2006 to February 28, 2007) to be in the range of RMB202 million (US$25.8 million) to RMB212 million (US$27.1 million), representing year-over-year growth in the range of 19.8% to 25.8%, respectively. This forecast reflects New Oriental’s current and preliminary view, which is subject to change.

Conference Call Information

New Oriental’s management will host an earnings conference call at 8 AM on January 16, 2007 U.S. Eastern Time (9 PM on January 16, 2007 Beijing/Hong Kong time).

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

 

US:    +1-617-213-8055
Hong Kong:    +852-3002-1672

Please dial-in 10 minutes before the call is scheduled to begin and provide the passcode to join the call. The passcode is “New Oriental earnings call.”

A replay of the conference call may be accessed by phone at the following number until 11 AM on January 23, 2007 U.S. Eastern Time:

International: +1-617-801-6888

Passcode: 38993793

Additionally, a live and archived webcast of the conference call will be available at http://investor.neworiental.org .

About New Oriental

New Oriental is the largest provider of private educational services in China based on the number of program offerings, total student enrollments and geographic presence. New Oriental offers a wide range of educational programs, services and products consisting primarily of English and other foreign language training, test preparation courses for major admissions and assessment tests in the United States, the PRC and Commonwealth countries, primary and secondary school education, development and distribution of

 

7


Table of Contents

educational content, software and other technology, and online education. New Oriental’s ADSs, each of which represents four common shares, currently trade on the New York Stock Exchange under the symbol “EDU.”

For more information about New Oriental, please visit http://english.neworiental.org.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the outlook for third quarter of fiscal year 2007 and quotations from management in this announcement, as well as New Oriental’s strategic and operational plans, contain forward-looking statements. New Oriental may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission in its annual report to shareholders, 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 New Oriental’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our growth strategies; our future business development, results of operations and financial condition; our ability to attract students without a significant decrease in course fees; our ability to continue to hire, train and retain qualified teachers; our ability to maintain and enhance our “New Oriental” brand; our ability to effectively and efficiently manage the expansion of our school network and successfully execute our growth strategy; the outcome of ongoing, or any future, litigation or arbitration, including those relating to copyright and other intellectual property rights; competition in the private education sector in China; changes in our revenues and certain cost or expense items as a percentage of our revenues; the expected growth of the Chinese private education market; and Chinese governmental policies relating to private educational services and providers of such services. Further information regarding these and other risks is included in our registration statement on Form F-1 and other documents filed with the Securities and Exchange Commission. New Oriental does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release and in the attachments is as of January 15, 2007, and New Oriental undertakes no duty to update such information, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement New Oriental’s consolidated financial results presented in accordance with GAAP, New Oriental uses the following measures defined as non-GAAP financial measures by the SEC: net income excluding share-based compensation expenses and basic and diluted earnings per share and per ADS excluding share-based compensation expenses. The presentation of these non-GAAP

 

8


Table of Contents

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 the most comparable GAAP measures” set forth at the end of this release.

New Oriental believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based expenses that may not be indicative of its operating performance from a cash perspective. New Oriental believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to New Oriental’s historical performance and liquidity. New Oriental computes its non-GAAP financial measures using the same consistent method from quarter to quarter. New Oriental 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 using non-GAAP net income excluding share-based compensation expenses, and basic and diluted earnings per share and per ADS excluding share-based compensation expenses is that these non-GAAP measures exclude share-based compensation charge that has been and will continue to be for the foreseeable future a significant recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

Contacts

For investor and media inquiries, please contact:

In China:

Ms. Sisi Zhao

New Oriental Education and Technology Group Inc.

Tel:   +86-10-6260-5566 x8203
Email: zhaosisi@staff.neworiental.org

Mr. Rory Macpherson

Ogilvy Public Relations Worldwide

Tel:   +86-10-8520-6553
Email: rory.macpherson@ogilvy.com

 

9


Table of Contents

In the United States:

Mr. Thomas Smith

Ogilvy Public Relations Worldwide

Tel:   +1-212-880-5269
Email: thomas.smith@ogilvypr.com

 

10


Table of Contents

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

     As of November 30
2006
   As of August 31
2006
 
     (Unaudited)    (Unaudited)  
     RMB     USD    RMB  

ASSETS:

       

Current assets:

       

Cash and cash equivalents

   1,166,510     148,766    294,948  

Restricted cash

   3,064     391    3,000  

Term deposits

   —       —      1,000  

Accounts receivable, net

   2,664     340    1,542  

Inventory

   40,758     5,203    43,174  

Prepaid expenses and other current assets

   43,692     5,577    42,974  
                 

Total current assets

   1,256,688     160,277    386,638  

Property, plant and equipment, net

   708,269     90,410    712,312  

Land use right, net

   25,180     3,214    25,318  

Deposit for acquiring property and equipment

   —       —      —    

Amounts due from related parties

   464     64    2,691  

Deferred tax assets

   8,996     1,148    3,870  

Long term prepaid rent

   —       —      1,038  

Trade mark

   1,637     209    1,637  
                 

Total assets

   2,001,234     255,322    1,133,504  
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

       

Current liabilities:

       

Accounts payable-trade

   37,360     4,769    51,140  

Accrued expenses and other current liabilities

   118,649     15,145    128,223  

Income tax payable

   21,041     2,686    18,413  

Current portion of long-term debt

   —       —      42,998  

Amount due to related parties

   —       —      162  

Deferred revenue

   182,651     23,315    135,728  
                 

Total current liabilities

   359,701     45,915    376,664  
                 

Long-term debt, less current portion

   —       —      64,445  
                 

Total long-term liabilities

   —       —      64,445  
                 

Minority interest

   2,023     258    200  
                 

Total liabilities

   361,724     46,173    441,309  
                 

SHAREHOLDERS’ EQUITY

       

Series A convertible preferred shares (US$ 0.01 par value; 11,111,111 shares authorized as of August 31, 2006; 11,111,111 and nil shares issued and outstanding as of August 31, 2006)(liquidation value US$22,500)

   —       —      920  

Common Shares (US$ 0.01 par value; 150,000,000 shares authorized as of August 31, 2006; 100,000,000 shares issued and outstanding as of August 31, 2006; 300,000,000 shares authorized and 145,611,111 shares issued and outstanding as of November 30, 2006)

   11,940     1,456    8,277  

Additional paid-in capital

   1,264,475     158,440    315,208  

Retained earnings

   376,147     47,999    367,930  

Accumulated other comprehensive loss (gain)

   (13,052 )   1,254    (140 )
                 

Total shareholders’ equity

   1,639,510     209,149    692,195  
                 

Total liabilities and shareholders’ equity

   2,001,234     255,322    1,133,504  
                 


Table of Contents

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except for per share and per ADS amounts)

 

     For the Three Months Ended
November 30
 
     2006     2005  
     (Unaudited)     (Unaudited)  
     RMB     USD     RMB  

Net Revenues:

      

Educational Programs and services

   151,967     19,398     114,714  

Books and others

   17,062     2,178     12,509  
                  

Total net revenues

   169,029     21,576     127,223  
                  

Operating costs and expenses (note 1):

      

Cost of revenues

   85,903     10,965     61,142  

Selling and marketing

   25,409     3,243     13,314  

General and administrative

   57,456     7,332     62,909  
                  

Total operating costs and expenses

   168,768     21,540     137,365  
                  

Operating income (loss)

   261     36     (10,142 )
                  

Other income (expenses), net

   8,085     1,023     (2,185 )

Income tax expense

   (485 )   (62 )   1,862  

Minority interest, net of tax

   356     45     —    
                  

Income from continuing operations

   8,217     1,042     (10,465 )
                  

Income on discontinued operations

   —       —       1,784  
                  

Net Income

   8,217     1,042     (8,681 )

Dividend in kind

   —       —       (25,526 )
                  

Income attributable to holders of common shares

   8,217     1,042     (34,207 )
                  

Net income per share-basic

   0.06     0.01     (0.34 )
                  

Net income per share-diluted

   0.06     0.01     (0.31 )
                  

Net income per ADS-basic (note 2)

   0.23     0.03     (1.36 )
                  

Net income per ADS-diluted (note 2)

   0.22     0.03     (1.24 )
                  


Table of Contents

Notes:

Note 1: Share-based compensation expenses are included in the operating costs and expenses as follows:

 

     For the Three Months Ended
November 30
     2006    2005
     Unaudited    Unaudited
     RMB    USD    RMB

Cost of revenues

   209    27    —  

Selling and marketing

   118    15    —  

General and administrative

   7,698    983    —  

Note 2: Each ADS represents four common shares


Table of Contents

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except for per share and per ADS amounts)

 

     For the Six Months Ended
November 30
 
     2006     2005  
     (Unaudited)     (Unaudited)  
     RMB     USD     RMB  

Net Revenues:

      

Educational Programs and services

   563,881     71,979     429,535  

Books and others

   34,481     4,401     24,530  
                  

Total net revenues

   598,362     76,380     454,065  
                  

Operating costs and expenses (note 1):

      

Cost of revenues

   224,540     28,662     174,915  

Selling and marketing

   61,141     7,805     35,455  

General and administrative

   132,246     16,877     158,398  
                  

Total operating costs and expenses

   417,927     53,344     368,768  
                  

Operating income (loss)

   180,435     23,036     85,297  
                  

Other income (expenses), net

   6,168     779     (5,321 )

Income tax expense

   (13,683 )   (1,747 )   (16,039 )

Minority interest, net of tax

   356     45     (12 )
                  

Income from continuing operations

   173,276     22,113     63,925  
                  

Income on discontinued operations

   —       —       9,595  
                  

Net Income

   173,276     22,113     73,520  

Dividend in kind

   —       —       (25,526 )
                  

Income attributable to holders of common shares

   173,276     22,113     47,994  
                  

Net income per share-basic

   1.43     0.18     0.48  
                  

Net income per share-diluted

   1.33     0.17     0.43  
                  

Net income per ADS-basic (note 2)

   5.72     0.73     1.92  
                  

Net income per ADS-diluted (note 2)

   5.31     0.68     1.73  
                  


Table of Contents

Notes:

Note 1: Share-based compensation expenses are included in the operating costs and expenses as follows:

 

    

For the Six Months Ended

November 30

     2006    2005
     Unaudited    Unaudited
     RMB    USD    RMB

Cost of revenues

   352    45    65

Selling and marketing

   217    28    793

General and administrative

   13,145    1,678    25,367

Note 2: Each ADS represents four common shares


Table of Contents

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST

COMPARABLE GAAP MEASURES

(In thousands except share and per ADS amounts)

 

    

For the Three Months Ended

November 30

 
     2006    2005  
     (Unaudited)    (Unaudited)  
     RMB    USD    RMB  

GAAP net income

   8,217    1,042    (8,681 )

Dividend in kind

   —      —      (25,526 )
                

GAAP income attributable to holders of common shares

   8,217    1,042    (34,207 )

Share-based compensation expenses

   8,025    1,025    —    
                

Non-GAAP income attributable to holders of common shares

   16,242    2,067    (34,207 )
                

GAAP net income per ADS - basic (note 1)

   0.23    0.03    (1.36 )

GAAP net income per ADS - diluted (note 1)

   0.22    0.03    (1.24 )

Non-GAAP net income per ADS - basic (note 1)

   0.46    0.06    (1.36 )

Non-GAAP net income per ADS - diluted (note 1)

   0.44    0.06    (1.24 )

Shares used in calculated basic net income per ADS (note 1)

   142,603,785    142,603,785    100,000,000  

Shares used in calculated diluted net income per ADS (note 1)

   148,176,297    148,176,297    111,111,111  

Note 1: Each ADS represents four common shares


Table of Contents

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST

COMPARABLE GAAP MEASURES

(In thousands except share and per ADS amounts)

 

    

For the Six Months Ended

November 30

 
     2006    2005  
     (Unaudited)    (Unaudited)  
     RMB    USD    RMB  

GAAP net income

   173,276    22,113    73,520  

Dividend in kind

   —      —      (25,526 )
                

GAAP income attributable to holders of common shares

   173,276    22,113    47,994  

Share-based compensation expenses

   13,714    1,751    26,225  
                

Non-GAAP income attributable to holders of common shares

   16,242    23,864    74,219  
                

GAAP net income per ADS - basic (note 1)

   5.72    0.73    1.92  

GAAP net income per ADS - diluted (note 1)

   5.31    0.68    1.73  

Non-GAAP net income per ADS - basic (note 1)

   6.17    0.79    2.97  

Non-GAAP net income per ADS - diluted (note 1)

   5.73    0.73    2.67  

Shares used in calculated basic net income per ADS (note 1)

   121,185,489    121,185,489    100,000,000  

Shares used in calculated diluted net income per ADS (note 1)

   130,565,761    130,565,761    111,111,111  

Note 1: Each ADS represents four common shares