Table of Contents
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 July 2017
Commission File Number: 001-36356
Nord Anglia Education, Inc.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
Level 12, St. George’s Building
2 Ice House Street
Central, Hong Kong
(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
o
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):
o
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):
o
Table of Contents
TABLE OF CON
TENTS
Special Note Regarding Forward Looking Statements
This report on Form 6-K includes statements that express our current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act. These forward looking statements can generally be identified by the use of forward-looking terminology, including the terms “believe,” “expect,” “may,” “will,” “should,” “seek,” “project,” “approximately,” “intend,” “plan,” “estimate” or “anticipate,” or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning among other things, anticipated school openings, our results of operations, financial condition, liquidity, growth prospects, strategies and the industry in which we operate.
By their nature, forward-looking statements relate to events that involve risks and uncertainties or that depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those under “Risk Factors” in our most recent annual report on Form 20-F filed with the SEC. These statements include, among other things, statements relating to:
·
our future market opportunities;
·
our goals and strategies;
·
our competitive strengths;
·
our future results of operations and financial condition;
·
our future business developments; and
·
our acquisition and expansion strategy.
Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, liquidity, growth prospects, strategies and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this quarterly report. In addition, even if our results of operations, financial condition, liquidity, growth prospects, strategies and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.
2
Table of Contents
NORD ANGLIA EDUCATION, INC.
CONDENSED CONSOLIDATED INCOME STATEMENT
(Unaudited)
(in $ millions, except share data)
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
|
|
|
|
2017
|
|
2016
(1)
|
|
2017
|
|
2016
(1)
|
|
|
Revenue
|
|
272.2
|
|
253.5
|
|
792.7
|
|
740.9
|
|
|
Cost of sales
|
|
(165.5)
|
|
(152.6)
|
|
(488.5)
|
|
(445.6)
|
|
|
Gross profit
|
|
106.7
|
|
100.9
|
|
304.2
|
|
295.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
(55.1)
|
|
(48.5)
|
|
(157.3)
|
|
(140.8)
|
|
|
Depreciation
|
|
(0.1)
|
|
(0.2)
|
|
(0.4)
|
|
(0.6)
|
|
|
Amortization
|
|
(4.6)
|
|
(4.6)
|
|
(13.7)
|
|
(13.8)
|
|
|
Other (losses)/gains
|
|
(7.7)
|
|
(10.1)
|
|
10.6
|
|
(4.8)
|
|
|
Exceptional expenses
|
|
(1.2)
|
|
(6.1)
|
|
(2.5)
|
|
(11.0)
|
|
|
Total expenses
|
|
(68.7)
|
|
(69.5)
|
|
(163.3)
|
|
(171.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
38.0
|
|
31.4
|
|
140.9
|
|
124.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
0.6
|
|
0.6
|
|
2.5
|
|
2.3
|
|
|
Finance expense
|
|
(23.2)
|
|
(19.8)
|
|
(51.7)
|
|
(46.6)
|
|
|
Net finance expense
|
|
(22.6)
|
|
(19.2)
|
|
(49.2)
|
|
(44.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
15.4
|
|
12.2
|
|
91.7
|
|
80.0
|
|
|
Income tax expense
|
|
(3.8)
|
|
(9.6)
|
|
(21.3)
|
|
(23.7)
|
|
|
Profit for the period
|
|
11.6
|
|
2.6
|
|
70.4
|
|
56.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
|
|
|
|
|
|
- Owners of the parent
|
|
10.5
|
|
2.1
|
|
68.2
|
|
54.9
|
|
|
- Non-controlling interest
|
|
1.1
|
|
0.5
|
|
2.2
|
|
1.4
|
|
|
Profit for the period
|
|
11.6
|
|
2.6
|
|
70.4
|
|
56.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per ordinary share
(2)
(in dollars)
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
0.10
|
|
0.02
|
|
0.66
|
|
0.53
|
|
|
Diluted
|
|
0.10
|
|
0.02
|
|
0.64
|
|
0.53
|
|
(1)
During the year ended August 31, 2016, we finalized the purchase price allocation accounting from the prior year, made voluntary presentation changes and made corrections of prior period errors, by adjusting the prior period information. The information included in this report on Form 6-K for the three and nine months ended May 31, 2016 reflects these adjustments. For more information, see our annual report on Form 20-F filed with the SEC and our report on Form 6-K (“Prior Period Changes in Basis of Presentation and Correction of Errors”) furnished to the SEC on November 29, 2016.
(2)
Earnings per ordinary share is calculated by dividing profit for the period attributable to owners of the parent by the weighted average ordinary shares outstanding for the period. For the three months ended May 31, 2017 the basic and diluted weighted average ordinary shares outstanding were 104.1 million and 106.1 million ordinary shares, respectively. For the nine months ended May 31, 2017 the basic and diluted weighted average ordinary shares outstanding were 104.1 million and 105.8 million ordinary shares, respectively. For the three and nine months ended May 31, 2016 the basic and diluted weighted average ordinary shares outstanding were 104.1 million ordinary shares.
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Table of Contents
NORD ANGLIA EDUCATION, INC.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
(in $ millions)
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
Profit for the period
|
|
11.6
|
|
2.6
|
|
70.4
|
|
56.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that will not be reclassified to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains/(losses) on defined benefit pension plans
|
|
1.8
|
|
(3.5)
|
|
9.2
|
|
(5.6)
|
|
|
Tax relating to items that will not be reclassified to profit or loss
|
|
(0.6)
|
|
0.3
|
|
(2.2)
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that may be subsequently reclassified to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange translation gains/(losses)
|
|
28.0
|
|
4.3
|
|
(12.9)
|
|
(26.2)
|
|
|
Tax relating to items that may be subsequently reclassified to profit or loss
|
|
—
|
|
—
|
|
(0.6)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss) for the period, net of income tax
|
|
29.2
|
|
1.1
|
|
(6.5)
|
|
(31.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
40.8
|
|
3.7
|
|
63.9
|
|
24.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
- Owners of the parent
|
|
39.7
|
|
3.2
|
|
61.7
|
|
23.4
|
|
|
- Non-controlling interest
|
|
1.1
|
|
0.5
|
|
2.2
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
40.8
|
|
3.7
|
|
63.9
|
|
24.8
|
|
4
Table of Contents
NORD ANGLIA EDUCATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(in $ millions)
|
|
|
May 31,
2017
|
|
August 31,
2016
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Property, plant and equipment
|
|
337.9
|
|
328.5
|
|
|
Intangible assets
|
|
1,367.8
|
|
1,365.4
|
|
|
Investments in joint ventures and associates
|
|
0.4
|
|
0.5
|
|
|
Derivative financial instruments
|
|
1.9
|
|
—
|
|
|
Trade and other receivables
|
|
43.9
|
|
42.0
|
|
|
Deferred lease expense
|
|
29.4
|
|
30.6
|
|
|
Deferred tax assets
|
|
77.9
|
|
79.0
|
|
|
|
|
1,859.2
|
|
1,846.0
|
|
|
Current assets
|
|
|
|
|
|
|
Current tax assets
|
|
1.9
|
|
3.4
|
|
|
Inventories
|
|
3.3
|
|
4.3
|
|
|
Derivative financial instruments
|
|
1.4
|
|
—
|
|
|
Trade and other receivables
|
|
151.8
|
|
132.5
|
|
|
Deferred lease expense
|
|
2.3
|
|
1.7
|
|
|
Cash and cash equivalents (excluding bank overdrafts)
|
|
265.9
|
|
371.9
|
|
|
|
|
426.6
|
|
513.8
|
|
|
Assets held for sale
|
|
—
|
|
8.3
|
|
|
Total assets
|
|
2,285.8
|
|
2,368.1
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
|
(181.3)
|
|
(140.3)
|
|
|
Interest-bearing loans and borrowings
|
|
(56.6)
|
|
(5.0)
|
|
|
Derivative financial instruments
|
|
(3.8)
|
|
—
|
|
|
Finance lease liabilities
|
|
(1.2)
|
|
(1.2)
|
|
|
Deferred revenue
|
|
(317.3)
|
|
(550.0)
|
|
|
Deferred gain
|
|
(0.2)
|
|
(0.2)
|
|
|
Provisions for other liabilities and charges
|
|
(0.6)
|
|
(0.0)
|
|
|
Current tax liabilities
|
|
(7.6)
|
|
(4.5)
|
|
|
|
|
(568.6)
|
|
(701.2)
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Interest-bearing loans and borrowings
|
|
(1,056.3)
|
|
(1,058.2)
|
|
|
Derivative financial instruments
|
|
(24.0)
|
|
(25.2)
|
|
|
Finance lease liabilities
|
|
(63.7)
|
|
(63.3)
|
|
|
Other payables
|
|
(43.0)
|
|
(49.1)
|
|
|
Deferred revenue
|
|
(11.6)
|
|
(8.0)
|
|
|
Deferred gain
|
|
(12.0)
|
|
(12.1)
|
|
|
Retirement benefit obligations
|
|
(35.6)
|
|
(48.9)
|
|
|
Deferred tax liabilities
|
|
(109.7)
|
|
(110.2)
|
|
|
|
|
(1,355.9)
|
|
(1,375.0)
|
|
|
Total liabilities
|
|
(1,924.5)
|
|
(2,076.2)
|
|
|
|
|
|
|
|
|
|
Net assets
|
|
361.3
|
|
291.9
|
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the parent
|
|
|
|
|
|
|
Share capital
|
|
1.0
|
|
1.0
|
|
|
Share premium
|
|
736.7
|
|
736.0
|
|
|
Other reserves
|
|
6.9
|
|
6.9
|
|
|
Currency translation reserve
|
|
(105.2)
|
|
(91.7)
|
|
|
Shareholders’ deficit
|
|
(283.9)
|
|
(365.7)
|
|
|
|
|
355.5
|
|
286.5
|
|
|
Non-controlling interest
|
|
5.8
|
|
5.4
|
|
|
Total Equity
|
|
361.3
|
|
291.9
|
|
5
Table of Contents
NORD ANGLIA EDUCATION, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(in $ millions)
|
|
|
Share
Capital
|
|
Share
Premium
|
|
Other
Reserves
|
|
Currency
Translation
Reserve
|
|
Shareholders’
Deficit
|
|
Total
Parent
Equity
|
|
Non-
Controlling
Interest
|
|
Total
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 1, 2016
|
|
1.0
|
|
736.0
|
|
6.9
|
|
(91.7)
|
|
(365.7)
|
|
286.5
|
|
5.4
|
|
291.9
|
|
|
Total comprehensive income/(loss) for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
—
|
|
—
|
|
—
|
|
—
|
|
68.2
|
|
68.2
|
|
2.2
|
|
70.4
|
|
|
Other comprehensive income/(loss) for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation differences
|
|
—
|
|
—
|
|
—
|
|
(13.5)
|
|
—
|
|
(13.5)
|
|
—
|
|
(13.5)
|
|
|
Actuarial gains on defined benefit pension plans
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7.0
|
|
7.0
|
|
—
|
|
7.0
|
|
|
Total comprehensive income/(loss) for the period
|
|
—
|
|
—
|
|
—
|
|
(13.5)
|
|
75.2
|
|
61.7
|
|
2.2
|
|
63.9
|
|
|
Transactions with owners, recorded directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Correction of error
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.7
|
|
0.7
|
|
—
|
|
0.7
|
|
|
Equity-settled share based payment transactions
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6.4
|
|
6.4
|
|
—
|
|
6.4
|
|
|
Exercise of share options
|
|
—
|
|
0.7
|
|
—
|
|
—
|
|
(0.5)
|
|
0.2
|
|
—
|
|
0.2
|
|
|
Dividend paid
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.8)
|
|
(1.8)
|
|
|
Total contributions by and distributions to owners
|
|
—
|
|
0.7
|
|
—
|
|
—
|
|
6.6
|
|
7.3
|
|
(1.8)
|
|
5.5
|
|
|
Balance at May 31, 2017
|
|
1.0
|
|
736.7
|
|
6.9
|
|
(105.2)
|
|
(283.9)
|
|
355.5
|
|
5.8
|
|
361.3
|
|
6
Table of Contents
NORD ANGLIA EDUCATION, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in $ millions)
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash generated from/(used in) operations
|
|
69.2
|
|
26.9
|
|
(18.6)
|
|
14.3
|
|
|
Payment of loan/bond expenses
|
|
—
|
|
(0.1)
|
|
(2.7)
|
|
(5.0)
|
|
|
Interest paid
|
|
(10.8)
|
|
(12.6)
|
|
(38.8)
|
|
(44.5)
|
|
|
Tax paid
|
|
(11.0)
|
|
(6.5)
|
|
(21.0)
|
|
(18.9)
|
|
|
Net cash generated from/(used in) operating activities
|
|
47.4
|
|
7.7
|
|
(81.1)
|
|
(54.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/generated from investing activities
|
|
(21.9)
|
|
144.2
|
|
(62.2)
|
|
74.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/generated from financing activities
|
|
(2.6)
|
|
(47.9)
|
|
(8.4)
|
|
19.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
22.9
|
|
104.0
|
|
(151.7)
|
|
39.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period
|
|
188.9
|
|
155.1
|
|
371.9
|
|
225.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange gains/(losses) on cash and cash equivalents
|
|
5.0
|
|
1.4
|
|
(3.4)
|
|
(4.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period (including overdrafts)
|
|
216.8
|
|
260.5
|
|
216.8
|
|
260.5
|
|
|
Bank overdrafts
|
|
49.1
|
|
116.1
|
|
49.1
|
|
116.1
|
|
|
Cash and cash equivalents at the end of the period (excluding overdrafts)
|
|
265.9
|
|
376.6
|
|
265.9
|
|
376.6
|
|
7
Table of Contents
KEY OPERATING DATA AND SUPPLEMENTARY FINANCIAL DATA
Key Operating Data
We use the following key operating metrics to manage our schools: full-time equivalent students (“FTEs”), capacity, utilization and revenue per FTE. We monitor FTEs on a weekly basis and the other operating metrics on a monthly, quarterly and annual basis, as we believe that they are the most reliable metrics for measuring the profitability of our schools. The table below sets out our key operating data for the periods indicated:
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
Full-time equivalent students (average for the period)
(1)
|
|
|
|
|
|
|
|
|
|
|
China
|
|
5,946
|
|
5,902
|
|
5,903
|
|
5,813
|
|
|
China-Bilingual
|
|
471
|
|
—
|
|
457
|
|
—
|
|
|
China Total
|
|
6,417
|
|
5,902
|
|
6,360
|
|
5,813
|
|
|
Europe
|
|
7,677
|
|
6,871
|
|
7,151
|
|
6,656
|
|
|
Middle East
|
|
5,595
|
|
5,314
|
|
5,607
|
|
5,304
|
|
|
Southeast Asia
|
|
8,558
|
|
7,650
|
|
8,377
|
|
7,486
|
|
|
North America
|
|
10,040
|
|
9,572
|
|
9,977
|
|
9,508
|
|
|
Total
|
|
38,287
|
|
35,309
|
|
37,472
|
|
34,767
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capacity (average for the period)
(2)
|
|
|
|
|
|
|
|
|
|
|
China
|
|
9,264
|
|
9,242
|
|
9,249
|
|
9,031
|
|
|
China-Bilingual
|
|
2,250
|
|
—
|
|
2,250
|
|
—
|
|
|
China Total
|
|
11,514
|
|
9,242
|
|
11,499
|
|
9,031
|
|
|
Europe
|
|
10,506
|
|
8,617
|
|
9,963
|
|
8,617
|
|
|
Middle East
|
|
6,187
|
|
5,851
|
|
6,187
|
|
5,851
|
|
|
Southeast Asia
|
|
12,661
|
|
12,185
|
|
12,594
|
|
12,146
|
|
|
North America
|
|
14,882
|
|
13,507
|
|
14,882
|
|
13,507
|
|
|
Total
|
|
55,750
|
|
49,402
|
|
55,125
|
|
49,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilization (average for the period)
(3)
|
|
|
|
|
|
|
|
|
|
|
China
|
|
64%
|
|
64%
|
|
64%
|
|
64%
|
|
|
China-Bilingual
|
|
21%
|
|
—
|
|
20%
|
|
—
|
|
|
China Total
|
|
56%
|
|
64%
|
|
55%
|
|
64%
|
|
|
Europe
|
|
73%
|
|
80%
|
|
72%
|
|
77%
|
|
|
Middle East
|
|
90%
|
|
91%
|
|
91%
|
|
91%
|
|
|
Southeast Asia
|
|
68%
|
|
63%
|
|
67%
|
|
62%
|
|
|
North America
|
|
67%
|
|
71%
|
|
67%
|
|
70%
|
|
|
Total
|
|
69%
|
|
71%
|
|
68%
|
|
71%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue per FTE (in $ thousands)
(4)
|
|
|
|
|
|
|
|
|
|
|
China
|
|
9.1
|
|
9.6
|
|
27.2
|
|
28.5
|
|
|
China-Bilingual
|
|
7.2
|
|
—
|
|
22.0
|
|
—
|
|
|
China Total
|
|
8.9
|
|
9.6
|
|
26.8
|
|
28.5
|
|
|
Europe
|
|
8.8
|
|
9.2
|
|
26.8
|
|
27.6
|
|
|
Middle East
|
|
4.9
|
|
4.9
|
|
14.6
|
|
14.6
|
|
|
Southeast Asia
|
|
5.1
|
|
4.9
|
|
15.0
|
|
14.5
|
|
|
North America
|
|
7.5
|
|
7.2
|
|
22.0
|
|
21.2
|
|
|
Total
|
|
7.1
|
|
7.1
|
|
21.1
|
|
21.2
|
|
(1)
We calculate average FTEs for a period by dividing the total number of FTEs at each calendar month end in the period by the number of calendar months in the period.
(2)
We calculate average capacity for a period as the total number of FTEs that can be accommodated in a school based on its existing classrooms at each academic calendar month divided by the number of months in such period.
(3)
We calculate utilization during a period as a percentage equal to the ratio of average FTEs for the period divided by average capacity for the period.
(4)
We calculate revenue per FTE by dividing our revenue from our schools for the period by the average FTEs for the period.
8
Table of Contents
Supplementary Financial Data
The following table sets forth certain supplementary financial data for the periods indicated.
|
|
|
Three Months Ended May 31,
|
|
% Variance
|
|
|
$ millions
|
|
2017
|
|
2016
|
|
Reported
|
|
Constant
Currency
|
|
|
Revenue (segment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium Schools
|
|
|
|
|
|
|
|
|
|
|
China
|
|
53.9
|
|
56.5
|
|
(4.5%)
|
|
0.4%
|
|
|
China-Bilingual
|
|
3.4
|
|
—
|
|
—
|
|
—
|
|
|
China Total
|
|
57.3
|
|
56.5
|
|
1.5%
|
|
6.7%
|
|
|
Europe
|
|
67.1
|
|
63.5
|
|
5.7%
|
|
8.3%
|
|
|
Middle East
|
|
27.4
|
|
25.8
|
|
6.4%
|
|
6.4%
|
|
|
Southeast Asia
|
|
43.4
|
|
37.6
|
|
15.6%
|
|
16.5%
|
|
|
North America
|
|
75.2
|
|
68.8
|
|
9.1%
|
|
9.8%
|
|
|
Total Premium Schools
|
|
270.4
|
|
252.2
|
|
7.2%
|
|
9.4%
|
|
|
Other
|
|
1.8
|
|
1.3
|
|
37.9%
|
|
56.9%
|
|
|
Total Revenue
|
|
272.2
|
|
253.5
|
|
7.4%
|
|
9.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (segment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium Schools
|
|
|
|
|
|
|
|
|
|
|
China
|
|
23.1
|
|
24.6
|
|
(6.3%)
|
|
(1.2%)
|
|
|
China-Bilingual
|
|
0.0
|
|
—
|
|
—
|
|
—
|
|
|
China Total
|
|
23.1
|
|
24.6
|
|
(6.2%)
|
|
(1.1%)
|
|
|
Europe
|
|
19.4
|
|
15.3
|
|
27.5%
|
|
30.6%
|
|
|
Middle East
|
|
6.6
|
|
6.0
|
|
9.5%
|
|
9.5%
|
|
|
Southeast Asia
|
|
14.5
|
|
11.9
|
|
21.4%
|
|
22.4%
|
|
|
North America
|
|
17.8
|
|
21.9
|
|
(18.4%)
|
|
(18.0%)
|
|
|
Total Premium Schools
|
|
81.4
|
|
79.7
|
|
2.2%
|
|
4.6%
|
|
|
Other
|
|
0.3
|
|
0.2
|
|
30.2%
|
|
44.4%
|
|
|
Central and Regional Expenses
|
|
(12.4)
|
|
(10.4)
|
|
18.8%
|
|
22.4%
|
|
|
Total Adjusted EBITDA
|
|
69.3
|
|
69.5
|
|
(0.2%)
|
|
2.1%
|
|
|
Adjusted Net Income
|
|
29.3
|
|
28.5
|
|
2.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended May 31,
|
|
% Variance
|
|
|
$ millions
|
|
2017
|
|
2016
|
|
Reported
|
|
Constant
Currency
|
|
|
Revenue (segment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium Schools
|
|
|
|
|
|
|
|
|
|
|
China
|
|
160.4
|
|
165.8
|
|
(3.2%)
|
|
2.0%
|
|
|
China-Bilingual
|
|
10.1
|
|
—
|
|
—
|
|
—
|
|
|
China Total
|
|
170.5
|
|
165.8
|
|
2.9%
|
|
8.4%
|
|
|
Europe
|
|
191.3
|
|
184.4
|
|
3.7%
|
|
4.8%
|
|
|
Middle East
|
|
82.1
|
|
76.9
|
|
6.9%
|
|
6.9%
|
|
|
Southeast Asia
|
|
125.5
|
|
108.6
|
|
15.6%
|
|
15.3%
|
|
|
North America
|
|
219.7
|
|
201.7
|
|
8.9%
|
|
9.9%
|
|
|
Total Premium Schools
|
|
789.1
|
|
737.4
|
|
7.0%
|
|
8.8%
|
|
|
Other
|
|
3.6
|
|
3.5
|
|
1.9%
|
|
18.8%
|
|
|
Total Revenue
|
|
792.7
|
|
740.9
|
|
7.0%
|
|
8.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (segment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium Schools
|
|
|
|
|
|
|
|
|
|
|
China
|
|
68.6
|
|
71.4
|
|
(4.0%)
|
|
1.4%
|
|
|
China-Bilingual
|
|
0.5
|
|
—
|
|
—
|
|
—
|
|
|
China Total
|
|
69.1
|
|
71.4
|
|
(3.2%)
|
|
2.2%
|
|
|
Europe
|
|
49.8
|
|
43.1
|
|
15.6%
|
|
16.9%
|
|
|
Middle East
|
|
20.1
|
|
17.6
|
|
14.2%
|
|
14.3%
|
|
|
Southeast Asia
|
|
42.1
|
|
34.3
|
|
23.0%
|
|
21.9%
|
|
|
North America
|
|
53.9
|
|
64.6
|
|
(16.4%)
|
|
(15.8%)
|
|
|
Total Premium Schools
|
|
235.0
|
|
231.0
|
|
1.8%
|
|
3.8%
|
|
|
Other
|
|
0.4
|
|
0.0
|
|
519.1%
|
|
463.3%
|
|
|
Central and Regional Expenses
|
|
(35.9)
|
|
(30.4)
|
|
18.0%
|
|
21.3%
|
|
|
Total Adjusted EBITDA
|
|
199.5
|
|
200.6
|
|
(0.5%)
|
|
1.4%
|
|
|
Adjusted Net Income
|
|
84.2
|
|
82.1
|
|
2.7%
|
|
|
|
We use EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per Ordinary Share as supplemental financial measures of our operating performance. We define EBITDA as profit for the period plus income tax expense, net financing expense, exceptional items, other losses/(gains), impairment of goodwill, amortization and depreciation, and we define Adjusted EBITDA as EBITDA adjusted for the items set forth in the table below. We define Adjusted Net Income as Adjusted EBITDA adjusted for the items in the table below. We define Adjusted Earnings per Ordinary share as Adjusted Net Income divided by the weighted average ordinary shares outstanding for the period. EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per Ordinary Share are not standard measures under IFRS. These measures should not be considered in isolation or construed as alternatives to cash flows, net income, earnings per ordinary share or any other measure of financial performance or as indicators of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities. We may incur expenses similar to the adjustments in this presentation in the future and certain of these items could be recurring. EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per Ordinary Share presented herein may not be comparable to similarly titled measures presented by other companies.
9
Table of Contents
Reconciliation of EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS
|
(Unaudited)
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
|
|
$ millions
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
11.6
|
|
2.6
|
|
70.4
|
|
56.3
|
|
|
Income tax expense
|
|
3.8
|
|
9.6
|
|
21.3
|
|
23.7
|
|
|
Net financing expense
|
|
22.6
|
|
19.2
|
|
49.2
|
|
44.3
|
|
|
Exceptional items
(1)
|
|
1.2
|
|
6.1
|
|
2.5
|
|
11.0
|
|
|
Other losses/(gains)
(2)
|
|
7.7
|
|
10.1
|
|
(10.6)
|
|
4.8
|
|
|
Amortization
|
|
4.6
|
|
4.6
|
|
13.7
|
|
13.8
|
|
|
Depreciation
|
|
0.1
|
|
0.2
|
|
0.4
|
|
0.6
|
|
|
Depreciation in Cost of Sales
|
|
11.9
|
|
12.4
|
|
35.9
|
|
35.2
|
|
|
EBITDA
|
|
63.5
|
|
64.8
|
|
182.8
|
|
189.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain)/loss on disposal of property, plant and equipment
|
|
0.2
|
|
(0.6)
|
|
(0.2)
|
|
(0.6)
|
|
|
Share based payments
(3)
|
|
2.2
|
|
1.5
|
|
6.4
|
|
4.7
|
|
|
Greenfield pre-opening costs
(4)
|
|
1.3
|
|
1.7
|
|
4.1
|
|
3.7
|
|
|
China Bilingual division establishment
|
|
0.6
|
|
—
|
|
1.4
|
|
—
|
|
|
Rollout of Juilliard Program
(5)
|
|
0.8
|
|
0.5
|
|
2.3
|
|
1.7
|
|
|
Rollout of MIT collaboration
(6)
|
|
0.2
|
|
0.4
|
|
0.9
|
|
0.4
|
|
|
Global campus expedition facility
(7)
|
|
—
|
|
0.9
|
|
0.1
|
|
0.9
|
|
|
SOX implementation
|
|
0.4
|
|
—
|
|
1.4
|
|
—
|
|
|
Other
|
|
0.1
|
|
0.3
|
|
0.3
|
|
0.1
|
|
|
Adjusted EBITDA
|
|
69.3
|
|
69.5
|
|
199.5
|
|
200.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
(12.0)
|
|
(12.6)
|
|
(36.3)
|
|
(35.8)
|
|
|
Net Financing Expense
|
|
(22.6)
|
|
(19.2)
|
|
(49.2)
|
|
(44.3)
|
|
|
Financing Expense Adjustments
(8)
|
|
7.0
|
|
2.0
|
|
2.7
|
|
(6.0)
|
|
|
Income Tax Expense
|
|
(3.8)
|
|
(9.6)
|
|
(21.3)
|
|
(23.7)
|
|
|
Tax Adjustments
(9)
|
|
(7.5)
|
|
(1.1)
|
|
(9.0)
|
|
(7.3)
|
|
|
Non-Controlling Interest
|
|
(1.1)
|
|
(0.5)
|
|
(2.2)
|
|
(1.4)
|
|
|
Adjusted Net Income
|
|
29.3
|
|
28.5
|
|
84.2
|
|
82.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per ordinary share
(10)
(in $)
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
0.28
|
|
0.27
|
|
0.81
|
|
0.79
|
|
|
Diluted
|
|
0.28
|
|
0.27
|
|
0.80
|
|
0.79
|
|
(1)
Exceptional expenses primarily relate to the acquisition of schools, including associated transaction and integration costs.
(2)
Represents the fair value gains and losses on our cross currency swaps, various put/call options, embedded lease derivatives at our Chicago South Loop school and the British International School of Houston and unrealized foreign exchange movements on our intercompany balances.
(3)
Represents non-cash charges associated with share based payments to members of management.
(4)
Includes the pre-opening costs associated with the opening of new campuses in Houston, Abu Dhabi, Hong Kong, Bangkok and China Bilingual.
(5)
Represents the costs associated with the development of dance and drama curricula as part of the Juilliard-Nord Anglia Performing Arts Program.
(6)
Represents the costs associated with the roll-out of the MIT collaboration as this is the first pilot year of the program.
(7)
Represents the reclassification of certain Global Campus costs incurred in the three months ended November 30, 2016 to operating costs.
(8)
Adjustment for unrealized foreign exchange gain arising from the revaluation of the CHF200.0 million senior secured notes to US dollar.
(9)
Represents the tax impact associated with the exclusion of certain costs including exceptional items and amortization in calculating Adjusted Net Income. The effective tax rate for the year used in calculating the tax impact is 25.97%, which is the estimated effective tax rate for fiscal 2017 excluding unrealized FX gains.
(10)
Earnings per ordinary share is calculated by dividing profit for the period attributable to owners of the parent by the weighted average ordinary shares outstanding for the period. For the three months ended May 31, 2017 the basic and diluted weighted average ordinary shares outstanding were 104.1 million and 106.1 million ordinary shares, respectively. For the nine months ended May 31, 2017 the basic and diluted weighted average ordinary shares outstanding were 104.1 million and 105.8 million ordinary shares, respectively. For the three and nine months ended May 31, 2016 the basic and diluted weighted average ordinary shares outstanding were 104.1 million ordinary shares.
10
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our unaudited consolidated financial statements as of and for the three and nine months ended May 31, 2017 and May 31, 2016 included elsewhere in this Form 6-K. Our consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Our historical operating results for the three and nine months ended May 31, 2017 are not necessarily indicative of our results for the fiscal year ending August 31, 2017 or any future fiscal period. This discussion contains forward-looking statements relating to events that involve risks and uncertainties. Actual results could differ materially from those projected in forward-looking statements. See “Special Note Regarding Forward Looking Statements.”
Overview
We believe we are the world’s leading operator of premium international schools. We teach over 39,000 students, from kindergarten through the end of secondary school (“K-12”), at our 46 premium schools in China, Europe, the Middle East, South East Asia and North America. At the end of the 2016/2017 academic year in June 2017, we had 45 schools, 38,754 FTEs and capacity of 56,357 seats, representing a utilization rate of 69%.
Recent Developments
As previously disclosed, we have called an extraordinary general meeting of shareholders (the “EGM”) to be held on August 21, 2017 to consider and vote on, among other matters, the proposal to authorize and approve the agreement and plan of merger announced on April 25, 2017. Additional information about the EGM and the merger agreement can be found in the transaction statement on Schedule 13E-3 and the proxy statement attached thereto as Exhibit (a)-(1) filed with the SEC.
On July 5, 2017, we completed the acquisition of an international school in Latin America to take our total number of schools to 46. The school currently educates more than 820 FTEs with 870 seats of capacity. The consideration of approximately $30.0 million (with $10.0 million deferred) for the school was within Nord Anglia Education’s targeted range of 7-10x trailing EBITDA.
On May 11, 2017, we acquired effective control of and 100% economic interest in the Netherlands Inter-community School in Jakarta, Indonesia for approximately $0.7 million. With over 160 FTEs and 300 seats of capacity, the school is expected to be EBITDA breakeven in fiscal 2017 and provides us entry into a high growth market in Southeast Asia.
We have not resolved objections raised by the Hong Kong Lands Department with respect to the new campus for Nord Anglia International School Hong Kong and therefore do not expect to open the new campus in September 2017. To provide parents with a solution, we have secured two sites in Hong Kong with a combined capacity of 436 seats. Both sites will cater to children aged three to five years old and are planned to open in September 2017.
Results of Operations
The following table sets forth income statement data as a percentage of revenue for the three and nine months ended May 31, 2017 and May 31, 2016:
|
|
|
Three Months Ended May 31,
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
$ millions
|
|
% Revenue
|
|
$ millions
|
|
% Revenue
|
|
|
Revenue
|
|
272.2
|
|
100.0
|
|
253.5
|
|
100.0
|
|
|
Cost of sales
|
|
(165.5)
|
|
(60.8)
|
|
(152.6)
|
|
(60.2)
|
|
|
Gross profit
|
|
106.7
|
|
39.2
|
|
100.9
|
|
39.8
|
|
|
Selling, general and administrative expenses
|
|
(55.1)
|
|
(20.2)
|
|
(48.5)
|
|
(19.1)
|
|
|
Depreciation
|
|
(0.1)
|
|
(0.1)
|
|
(0.2)
|
|
(0.1)
|
|
|
Amortization
|
|
(4.6)
|
|
(1.7)
|
|
(4.6)
|
|
(1.8)
|
|
|
Other (losses)/gains
|
|
(7.7)
|
|
(2.8)
|
|
(10.1)
|
|
(4.0)
|
|
|
Exceptional items
|
|
(1.2)
|
|
(0.4)
|
|
(6.1)
|
|
(2.4)
|
|
|
Total expenses
|
|
(68.7)
|
|
(25.2)
|
|
(69.5)
|
|
(27.4)
|
|
|
Operating profit
|
|
38.0
|
|
14.0
|
|
31.4
|
|
12.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
0.6
|
|
0.2
|
|
0.6
|
|
0.2
|
|
|
Finance expense
|
|
(23.2)
|
|
(8.5)
|
|
(19.8)
|
|
(7.8)
|
|
|
Net financing expense
|
|
(22.6)
|
|
(8.3)
|
|
(19.2)
|
|
(7.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
15.4
|
|
5.7
|
|
12.2
|
|
4.8
|
|
|
Income tax expense
|
|
(3.8)
|
|
(1.4)
|
|
(9.6)
|
|
(3.8)
|
|
|
Profit for the period
|
|
11.6
|
|
4.3
|
|
2.6
|
|
1.0
|
|
|
Adjusted EBITDA
|
|
69.3
|
|
25.5
|
|
69.5
|
|
27.4
|
|
|
Adjusted Net Income
|
|
29.3
|
|
10.8
|
|
28.5
|
|
11.2
|
|
11
Table of Contents
|
|
|
Nine Months Ended May 31,
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
$ millions
|
|
% Revenue
|
|
$ millions
|
|
% Revenue
|
|
|
Revenue
|
|
792.7
|
|
100.0
|
|
740.9
|
|
100.0
|
|
|
Cost of sales
|
|
(488.5)
|
|
(61.6)
|
|
(445.6)
|
|
(60.1)
|
|
|
Gross profit
|
|
304.2
|
|
38.4
|
|
295.3
|
|
39.9
|
|
|
Selling, general and administrative expenses
|
|
(157.3)
|
|
(19.8)
|
|
(140.8)
|
|
(19.0)
|
|
|
Depreciation
|
|
(0.4)
|
|
(0.1)
|
|
(0.6)
|
|
(0.1)
|
|
|
Amortization
|
|
(13.7)
|
|
(1.7)
|
|
(13.8)
|
|
(1.9)
|
|
|
Other gains/(losses)
|
|
10.6
|
|
1.3
|
|
(4.8)
|
|
(0.6)
|
|
|
Exceptional items
|
|
(2.5)
|
|
(0.3)
|
|
(11.0)
|
|
(1.5)
|
|
|
Total expenses
|
|
(163.3)
|
|
(20.6)
|
|
(171.0)
|
|
(23.1)
|
|
|
Operating profit
|
|
140.9
|
|
17.8
|
|
124.3
|
|
16.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
2.5
|
|
0.3
|
|
2.3
|
|
0.3
|
|
|
Finance expense
|
|
(51.7)
|
|
(6.5)
|
|
(46.6)
|
|
(6.3)
|
|
|
Net financing expense
|
|
(49.2)
|
|
(6.2)
|
|
(44.3)
|
|
(6.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
91.7
|
|
11.6
|
|
80.0
|
|
10.8
|
|
|
Income tax expense
|
|
(21.3)
|
|
(2.7)
|
|
(23.7)
|
|
(3.2)
|
|
|
Profit for the period
|
|
70.4
|
|
8.9
|
|
56.3
|
|
7.6
|
|
|
Adjusted EBITDA
|
|
199.5
|
|
25.2
|
|
200.6
|
|
27.1
|
|
|
Adjusted Net Income
|
|
84.2
|
|
10.6
|
|
82.1
|
|
11.1
|
|
Three months ended May 31, 2017 compared to three months ended May 31, 2016
Revenue
Revenue increased $18.7 million, or 7.4% (9.6% on a constant currency basis), from $253.5 million for the three months ended May 31, 2016 to $272.2 million for the three months ended May 31, 2017. The increase was primarily due to higher revenues from our premium schools, partly offset by the impact of the strengthening US dollar on our premium schools revenue.
Revenue from our premium schools increased 7.2% (9.4% on a constant currency basis) from $252.2 million for the three months ended May 31, 2016 to $270.4 million for the three months ended May 31, 2017. This increase was primarily due to increases in FTEs and tuition fees, including the impact of the new bilingual school we opened in Shanghai in September 2016.
Other revenue increased from $1.3 million for the three months ended May 31, 2016 to $1.8 million for the three months ended May 31, 2017.
12
Table of Contents
Cost of Sales
Cost of sales increased $12.9 million, or 8.5% (10.8% on a constant currency basis), from $152.6 million for the three months ended May 31, 2016 to $165.5 million for the three months ended May 31, 2017. The increase was primarily due to direct costs associated with increased FTEs across our schools and the additional rent from the new campus opened in September 2016 for the British School of Houston, the new bilingual school opened in September 2016 in Shanghai and the impact of the additional rent following the sale and leaseback of three schools in North America in the third quarter of fiscal 2016.
Gross Profit
Gross profit increased $5.8 million, or 5.7% (7.9% on a constant currency basis), from $100.9 million for the three months ended May 31, 2016 to $106.7 million for the three months ended May 31, 2017 resulting in a gross profit margin of 39.2% for the three months ended May 31, 2017 compared to 39.8% for the three months ended May 31, 2016. The reduction in gross profit margin for the three months ended May 31, 2017 was primarily due to the additional rent included in cost of sales from the sale and leaseback transactions completed during the three months ended May 31, 2016 and the new school openings in September 2016, partially offset by tuition fee increases in excess of cost inflation and increased FTEs within our schools.
Selling, General and Administrative Expenses (“SGA”)
SGA expenses increased $6.6 million, or 13.5%, from $48.5 million for the three months ended May 31, 2016 to $55.1 million for the three months ended May 31, 2017. SGA expenses as a percentage of revenue increased from 19.1% for the three months ended May 31, 2016 to 20.2% for the three months ended May 31, 2017, mainly due to the new schools opened in September 2016, greenfield school pre-opening costs in Houston, Abu Dhabi, Bangkok and Hong Kong, Global Campus related costs and Sarbanes-Oxley project costs.
Depreciation & Amortization Expenses
Depreciation expense was $0.1 million for the three months ended May 31, 2017, a decrease of $0.1 million from the three months ended May 31, 2016.
Amortization expense on intangible assets totalled $4.6 million for the three months ended May 31, 2017, unchanged from the three months ended May 31, 2016.
Other (Losses)/Gains and Exceptional Items
Other (losses)/gains changed by $2.4 million from a loss of $10.1 million for the three months ended May 31, 2016 to a loss of $7.7 million for the three months ended May 31, 2017. In the three months ended May 31, 2017, other (losses)/gains included $3.7 million of non-cash foreign exchange losses on intercompany balances and $4.0 million non-cash losses on financial instruments including a $3.1 million loss on the cross currency swaps and a $0.9 million loss on embedded lease derivatives and other options. In the three months ended May 31, 2016, other (losses)/gains included $6.3 million of non-cash foreign exchange losses on intercompany balances and $3.8 million non-cash losses on financial instruments including a $3.2 million loss on the cross currency swaps and a $0.6 million loss on embedded lease derivatives and other options.
Exceptional expense was $1.2 million for the three months ended May 31, 2017 compared to $6.1 million for the three months ended May 31, 2016. In both periods, exceptional expense related primarily to the costs associated with acquiring or integrating schools.
Net Financing Expense
Net financing expense increased $3.4 million from $19.2 million for the three months ended May 31, 2016 to $22.6 million for the three months ended May 31, 2017 due primarily to an unrealized loss of $7.0 million for the three months ended May 31, 2017 compared to an unrealized loss of $2.0 million for the three months ended May 31, 2016 on the revaluation of the CHF 200.0 million bonds, partially offset by a reduction in interest margin on the term loan from December 2016 and the revolving credit facility remaining undrawn in the three months ended May 31, 2017.
13
Table of Contents
Income Tax Expense
We recorded an income tax expense of $3.8 million for the three months ended May 31, 2017, compared to $9.6 million for the three months ended May 31, 2016.
Profit for the Period
As a result of the foregoing, our profit for the period attributable to the owners of the parent increased $8.4 million from $2.1 million for the three months ended May 31, 2016 to $10.5 million for the three months ended May 31, 2017.
Adjusted EBITDA
Adjusted EBITDA decreased $0.2 million from $69.5 million for the three months ended May 31, 2016 to $69.3 million for the three months ended May 31, 2017. On a constant currency basis, adjusted EBITDA increased 2.1% for the three months ended May 31, 2017 compared to the three months ended May 31, 2016.
Adjusted Net Income
Adjusted Net Income increased $0.8 million from $28.5 million for the three months ended May 31, 2016 to $29.3 million for the three months ended May 31, 2017.
Nine months ended May 31, 2017 compared to nine months ended May 31, 2016
Revenue
Revenue increased $51.8 million, or 7.0% (8.8% on a constant currency basis), from $740.9 million for the nine months ended May 31, 2016 to $792.7 million for the nine months ended May 31, 2017. The increase was primarily due to higher revenues from our premium schools, partly offset by the impact of the strengthening US dollar on our premium schools revenue.
Revenue from our premium schools increased 7.0% (8.8% on a constant currency basis) from $737.4 million for the nine months ended May 31, 2016 to $789.1 million for the nine months ended May 31, 2017. This increase was primarily due to increases in FTEs and tuition fees, including the impact of the new bilingual school we opened in Shanghai in September 2016.
Other revenue increased from $3.5 million for the nine months ended May 31, 2016 to $3.6 million for the nine months ended May 31, 2017.
Cost of Sales
Cost of sales increased $42.9 million, or 9.7% (11.4% on a constant currency basis), from $445.6 million for the nine months ended May 31, 2016 to $488.5million for the nine months ended May 31, 2017. The increase was primarily due to direct costs associated with increased FTEs across our schools and the additional rent from the new campus opened in September 2016 for the British School of Houston, the new bilingual school opened in September 2016 in Shanghai and the impact of the additional rent following the sale and leaseback of three schools in North America in the third quarter of fiscal 2016.
Gross Profit
Gross profit increased $8.9 million, or 3.0% (4.9% on a constant currency basis), from $295.3 million for the nine months ended May 31, 2016 to $304.2 million for the nine months ended May 31, 2017, resulting in a gross profit margin of 38.4% for the nine months ended May 31, 2017 compared to 39.9% for the nine months ended May 31, 2016. The reduction in gross profit margin for the nine months ended May 31, 2017 was primarily due to the additional rent included in cost of sales from the sale and leaseback transactions completed during the nine months ended May 31, 2016 and the new school openings in September 2016, partially offset by tuition fee increases in excess of cost inflation and increased FTEs within our schools.
14
Table of Contents
Selling, General and Administrative Expenses
SGA expenses increased $16.5 million, or 11.7%, from $140.8 million for the nine months ended May 31, 2016 to $157.3 million for the nine months ended May 31, 2017. SGA expenses as a percentage of revenue increased from 19.0% for the nine months ended May 31, 2016 to 19.8% for the nine months ended May 31, 2017,
mainly due to the new schools opened in September 2016, greenfield school pre-opening costs in Houston, Abu Dhabi, Bangkok and Hong Kong, Global Campus related costs and Sarbanes-Oxley project costs.
Depreciation & Amortization Expenses
Depreciation expense was $0.4 million for the nine months ended May 31, 2017, a decrease of $0.2 million from $0.6 million for the nine months ended May 31, 2016.
Amortization expense on intangible assets totalled $13.7 million for the nine months ended May 31, 2017, a decrease of $0.1 million from $13.8 million from the nine months ended May 31, 2016.
Other Gains/(Losses) and Exceptional Items
Other gains/(losses) increased $15.4 million from a loss of $4.8 million for the nine months ended May 31, 2016 to a gain of $10.6 million for the nine months ended May 31, 2017. In the nine months ended May 31, 2017, other gains/(losses) included $9.8 million of non-cash foreign exchange gains on intercompany balances and $0.8 million non-cash gains on financial instruments including a $4.9 million gain on the cross currency swaps offset by a $4.1 million loss on embedded lease derivatives and other options. In the nine months ended May 31, 2016, other gains/(losses) included $1.3 million of non-cash foreign exchange gains on intercompany balances offset by $6.1 million non-cash losses on financial instruments including a $3.2 million loss on the cross currency swaps and a $2.9 million loss on embedded lease derivatives and other options.
Exceptional expense was $2.5 million for the nine months ended May 31, 2017 compared to $11.0 million for the nine months ended May 31, 2016. In both periods, exceptional expense related primarily to the costs associated with acquiring or integrating schools.
Net Financing Expense
Net financing expense increased $4.9 million from $44.3 million for the nine months ended May 31, 2016 to $49.2 million for the nine months ended May 31, 2017 due primarily to an unrealized loss of $2.7 million for the nine months ended May 31, 2017 compared to an unrealized gain of $6.0 million for the nine months ended May 31, 2016 on the revaluation of the CHF 200.0 million bonds, partially offset by a reduction in interest margin on the term loan from December 2016 and the revolving credit facility remaining undrawn in the nine months ended May 31, 2017.
Income Tax Expense
We recorded an income tax expense of $21.3 million for the nine months ended May 31, 2017, compared to $23.7 million for the nine months ended May 31, 2016.
Profit for the Period
As a result of the foregoing, our profit for the period attributable to the owners of the parent increased $13.3 million from $54.9 million for the nine months ended May 31, 2016 to $68.2 million for the nine months ended May 31, 2017.
Adjusted EBITDA
Adjusted EBITDA decreased $1.1 million, or 0.5% from $200.6 million for the nine months ended May 31, 2016 to $199.5 million for the nine months ended May 31, 2017. On a constant currency basis, Adjusted EBITDA increased 1.4%.
15
Table of Contents
Adjusted Net Income
Adjusted Net Income increased $2.1 million from $82.1 million for the nine months ended May 31, 2016 to $84.2 million for the nine months ended May 31, 2017.
Liquidity and Capital Resources
Our on-going operations require the availability of cash to service debt, fund working capital needs, fund maintenance and capacity-expansion capital expenditure and expenses associated with the acquisition of schools (if any).
The following table sets forth certain information relating to our cash flows:
|
|
|
Nine Months Ended May 31,
|
|
|
$ millions
|
|
2017
|
|
2016
|
|
|
Net cash used in operating activities
|
|
(81.1)
|
|
(54.1)
|
|
|
Net cash (used in)/generated from investing activities
|
|
(62.2)
|
|
74.1
|
|
|
Net cash (used in)/generated from financing activities
|
|
(8.4)
|
|
19.4
|
|
|
Cash and cash equivalents at the end of period (including overdrafts)
|
|
216.8
|
|
260.5
|
|
|
Bank overdrafts
|
|
49.1
|
|
116.1
|
|
|
Cash and cash equivalents at the end of period (excluding overdrafts)
|
|
265.9
|
|
376.6
|
|
Net Cash Used in Operating Activities
Cash used in operating activities was $81.1 million for the nine months ended May 31, 2017, compared to $54.1 million for the nine months ended May 31, 2016. Cash used in operations was $18.6 million for the nine months ended May 31, 2017 compared to cash generated from operations of $14.3 million for the nine months ended May 31, 2016 as a result of working capital changes, primarily a reduction in trade and other payables. The increased outflow was primarily due to the impact of a larger cost base as the business has grown. Interest paid decreased from $44.5 million to $38.8 million and tax paid increased from $18.9 million to $21.0 million for the nine months ended May 31, 2016 and May 31, 2017, respectively. The reduction in interest paid for the nine months ended May 31, 2017 was primarily due to the revolving credit facility remaining undrawn compared to a drawn balance of $28.0 million as at May 31, 2016 and a reduced margin from December 2016 from 4.0% to 3.5% on the term loan. The outflows were in line with expectations.
Net Cash
(
Used in)/Generated from Investing Activities
Cash used in investing activities was $62.2 million for the nine months ended May 31, 2017 compared to cash generated from investing activities of $74.1 million for the nine months ended May 31, 2016. The outflow for the nine months ended May 31, 2017 included a $27.6 million outflow for the acquisition of subsidiaries (net of cash acquired), including the acquisition of the Prague British School for $14.2 million net of cash acquired and $13.5 million deferred payments for the Cambodia and Vietnam acquisitions, $44.9 million of capital expenditures in relation to the new campuses in Houston, Bangkok, Hong Kong, and the new China bilingual school in Shanghai, and general maintenance capital expenditure, offset by net sale proceeds of $8.9 million in relation to the sale of the old Houston campus. The inflow for the nine months ended May 31, 2016 was primarily due to a $167.0 million inflow from the proceeds of the sale and leaseback transaction and a $33.6 million outflow for the acquisition of subsidiaries (net of cash acquired), including the final deferred payment for the Meritas acquisition, and capital expenditures of $60.0 million.
Net Cash (Used in)/Generated from Financing Activities
Cash used in financing activities was $8.4 million for the nine months ended May 31, 2017 compared to cash generated from financing activities of $19.4 million for the nine months ended May 31, 2016. The outflow for the nine months ended May 31, 2017 was primarily due to repayment of
borrowings of $6.8 million and payments to non-controlling interests of $1.8 million. The inflow for the nine months ended May 31, 2016 was primarily due to net drawings on the revolving credit facility of $28.0 million.
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Debt
The following table sets forth our outstanding long-term debt as of the dates indicated.
|
$ millions
|
|
May 31, 2017
|
|
August 31, 2016
|
|
|
|
|
|
|
|
|
|
Bank Overdraft
|
|
49.1
|
|
—
|
|
|
Term Loan B
|
|
860.5
|
|
866.6
|
|
|
CHF Bond
|
|
198.8
|
|
195.2
|
|
|
CHF Bond interest
|
|
4.5
|
|
1.4
|
|
|
Total debt
|
|
1,112.9
|
|
1,063.2
|
|
|
Less current maturities
|
|
(56.6)
|
|
(5.0)
|
|
|
Long-term debt
|
|
1,056.3
|
|
1,058.2
|
|
In December 2016, we successfully
repriced our term loan facility and revolving credit facility. The term loans under our amended and restated senior secured credit facilities bear interest based on LIBOR (subject to a 1.00% interest rate floor) plus a margin percentage of 3.50% per annum. Revolving loans bear interest at LIBOR plus a margin ranging from 2.25% to 3.25% per annum (currently 3.25%) depending on our total net leverage ratio as set forth below:
|
Total Net Leverage Ratio
|
|
Applicable Margin
|
|
> 4.50:1.00
|
|
3.25%
|
|
<
4.50:1.00
> 3.50:1.00
|
|
3.00%
|
|
<
3.50:1.00
> 3.00:1.00
|
|
2.75%
|
|
<
3.00:1.00
> 2.50:1.00
|
|
2.50%
|
|
<
2.50:1.00
|
|
2.25%
|
In March 2016, we entered into six separate cross currency swaps totalling $210.0 million notional value maturing on August 31, 2017, August 31, 2018 and August 31, 2019, each with an embedded FX option that limits the potential gains on final exchange. Under each contract, we swapped a USD floating rate liability under our term loans for a RMB or euro fixed interest rate liability with an obligation to pay a fixed rate on the RMB or euro equivalent amount. At maturity there is also the payment of principal amounts between currencies.
On June 25, 2015, we issued CHF200.0 million in aggregate principal amount of 5.750% senior secured notes due 2022. The issuer of the notes and the borrower under the senior secured credit facilities is a U.S. domestic limited liability company wholly owned by us. The notes and the borrowings under our senior secured credit facilities are guaranteed by us and certain of our subsidiaries and are secured by collateral primarily consisting of share pledges and security interests in assets of certain subsidiaries. The collateral is shared between holders of the notes and lenders under our senior secured credit facilities on an equal and ratable basis.
At any time prior to July 15, 2018, we may, subject to certain exceptions, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 105.750 % of their principal amount, plus accrued and unpaid interest to the redemption date, with the net proceeds of certain equity offerings.
17
Table of Contents
At any time prior to July 15, 2018, we may, on any one or more occasions, at our option redeem all or part of the notes, at a redemption price equal to 100% of the principal amount of the notes, plus an applicable redemption premium and accrued and unpaid interest to the redemption date.
At any time on or after July 15, 2018 and prior to maturity, we may on any one or more occasions at our option redeem all or part of the notes, subject to certain conditions, at the redemption prices set forth below, plus accrued and unpaid interest to the redemption date.
|
Year
|
|
Redemption Price
|
|
|
2018
|
|
102.875%
|
|
|
2019
|
|
101.438%
|
|
|
2020 and thereafter
|
|
100.000%
|
|
We may redeem all, but not less than all, of the notes at a redemption price equal to 100% of the principal amount of the notes outstanding plus accrued and unpaid interest upon the occurrence of certain changes in applicable tax law.
For purposes of the indenture governing the notes, the below sets forth the calculations of our “Consolidated EBITDA” and “Consolidated Interest Expense” (each as defined in the indenture) for the four quarters ended May 31, 2017, after giving effect on a pro forma basis to acquisitions and related financings:
|
$ millions
|
|
Twelve Months Ended
May 31, 2017
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
206.4
|
|
|
Interest Income
|
|
2.6
|
|
|
Consolidated EBITDA
|
|
209.0
|
|
|
Impact of the Prague British School acquisition
(1)
|
|
2.0
|
|
|
Consolidated EBITDA (adjusted for the full year impact of acquisitions)
|
|
211.0
|
|
|
Consolidated Interest Expense (on a pro forma basis)
|
|
71.0
|
|
(1) Incorporates the full twelve-month pro-forma impact of the Prague British School as though the acquisition had occurred on June 1, 2016.
Our senior secured credit facilities and the indenture governing the notes contain a number of covenants that, among other things and subject to certain exceptions, may restrict our ability to:
·
incur additional debt;
·
pay dividends or make other distributions or repurchase or redeem our shares;
·
make investments; sell assets, including capital stock of subsidiaries;
·
enter into agreements restricting our subsidiaries’ ability to pay dividends;
·
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
·
enter into sale and leaseback transactions;
·
enter into transactions with our affiliates; and
·
incur liens.
In addition, the credit agreement requires us to maintain a pro forma net leverage ratio of not greater than 5.25:1.00 if the sum of our (i) revolving loans and (ii) letter of credit/bank guarantee usage in excess of $20.0 million exceeds 30% of our aggregate revolving commitments.
The credit agreement and indenture also contain customary events of default and the credit agreement contains customary affirmative covenants.
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Table of Contents
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.
|
|
Nord Anglia Education, Inc.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Graeme Halder
|
|
|
|
Name:
|
Graeme Halder
|
|
|
|
Title:
|
Director and Chief Financial Officer
|
Date: July 25, 2017
19
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