China Distance Education Holdings Limited Reports Financial Results for Fourth Quarter and Fiscal Year 2019

BEIJING, Nov. 19, 2019 /PRNewswire/ -- China Distance Education Holdings Limited (NYSE: DL) ("CDEL", or the "Company"), a leading provider of online education and value-added services for professionals and corporate clients in China, today announced unaudited financial results for the fourth quarter and fiscal year 2019 ended September 30, 2019.

Fourth Quarter Fiscal 2019 Financial and Operational Highlights

    --  Net revenue increased by 28.1% to $68.7 million from $53.6 million in
        the prior year period.
    --  Total course enrollments were 1,132,300, an increase of 40.6% from the
        fourth quarter of fiscal 2018.
    --  Cash receipts from online course registration were $43.8 million, a
        21.6% increase from the fourth quarter of fiscal 2018.
    --  Gross profit increased by 58.5% to $43.4 million from $27.4 million in
        the prior year period.
    --  Non-GAAP(1) gross profit increased by 58.2% to $43.4 million from $27.4
        million in the prior year period.
    --  Gross margin was 63.2%, compared with 51.1% in the prior year period.
        Non-GAAP(1) gross margin was 63.2%, compared with 51.2% in the prior
        year period.
    --  Operating income increased by 70.3% to $20.7 million from $12.2 million
        in the prior year period.
    --  Non-GAAP(1) operating income increased by 65.8% to $21.2 million from
        $12.8 million in the prior year period.
    --  Net income attributable to CDEL increased by 42.4% to $13.8 million from
        $9.7 million in the prior year period.
    --  Non-GAAP(1) net income attributable to CDEL increased by 48.8% to $18.6
        million from $12.5 million in the prior year period.
    --  Basic and diluted net income per American Depositary Share ("ADS")
        attributable to CDEL were both $0.411, compared with basic and diluted
        net income per ADS attributable to CDEL of $0.290 for the fourth quarter
        of fiscal 2018. Each ADS represents four ordinary shares.
    --  Basic and diluted non-GAAP(1) net income per ADS attributable to CDEL
        were $0.558 and $0.554, respectively, compared with basic and diluted
        non-GAAP(1) net income per ADS attributable to CDEL of $0.377 and
        $0.375, respectively, for the fourth quarter of fiscal 2018.
    --  Cash flow from operations increased by 20.2% to $20.0 million from $16.7
        million in the fourth quarter of fiscal 2018.

Fiscal Year 2019 Financial and Operational Highlights

    --  Net revenue increased by 27.1% to $211.8 million from $166.7 million in
        fiscal year 2018.
    --  Total course enrollments were 3,793,100, an increase of 18.9% from
        fiscal year 2018.
    --  Cash receipts from online course registration were $211.7 million, a
        33.1% increase from fiscal year 2018.
    --  Gross profit increased by 35.9% to $107.1 million from $78.8 million in
        fiscal year 2018.
    --  Non-GAAP(1) gross profit increased by 35.7% to $107.1 million from $78.9
        million in fiscal year 2018.
    --  Gross margin was 50.6%, compared with 47.3% in fiscal year 2018.
        Non-GAAP1 gross margin was 50.6%, compared with 47.4% in fiscal year
        2018.
    --  Operating income increased by 52.8% to $24.4 million from $16.0 million
        in fiscal year 2018.
    --  Non-GAAP(1) operating income increased by 44.5% to $26.4 million from
        $18.3 million in fiscal year 2018.
    --  Net income attributable to CDEL increased by 82.8% to $21.3 million from
        $11.6 million in fiscal year 2018.
    --  Non-GAAP(1) net income attributable to CDEL increased by 71.0% to $27.6
        million from $16.1 million in fiscal year 2018.
    --  Basic and diluted net income per American Depositary Share ("ADS")
        attributable to CDEL were both $0.635, compared with basic and diluted
        net income per ADS attributable to CDEL of $0.347 for fiscal year 2018.
        Each ADS represents four ordinary shares.
    --  Basic and diluted non-GAAP(1) net income per ADS attributable to CDEL
        were $0.830 and $0.823, respectively, compared with basic and diluted
        non-GAAP(1) net income per ADS attributable to CDEL of $0.488 and
        $0.485, respectively, for the fiscal year 2018.
    --  Cash flow from operations increased by 45.7% to $73.0 million from $50.1
        million in the fiscal year 2018.

Mr. Zhengdong Zhu, Chairman and CEO of CDEL, said, "We ended fiscal 2019 on a positive note, with fourth quarter revenue growth of 28.1% year-over-year, above our guidance range. Our fourth quarter revenue performance was primarily driven by continued strength from our industry-leading accounting vertical, together with higher-than-anticipated revenue from our legal vertical, primarily due to the earlier release of exam results for the objective section of the Legal Professional Qualification Exam compared with the same period last year. Total course enrollments were up 40.6% year-over-year in the fourth quarter, primarily due to significant enrollment growth in accounting continuing education courses. Cash receipts from online course registration grew 21.6% year-over-year in the fourth quarter, contributing to the robust growth of cash receipts of 33.1% in fiscal 2019, due in large part to the popularity of our longer duration premium and elite classes."

Mr. Zhu concluded, "During fiscal 2019, we continued our efforts to enhance our comprehensive lifelong learning ecosystem. Through our acquisition of Beijing Ruida, we have established our fourth key industry vertical - legal, while solidifying our market position in accounting, healthcare, and engineering & construction (E&C) professional education with extensive and diversified educational offerings, such as our popular longer duration premium and elite classes. Overall, we remain focused on providing students with best-of-breed educational content and value-added services to guide them in their pursuit of professional licensure in their chosen fields. We are dedicated to serving a broader base of students at different stages of their careers to help them achieve positive learning outcomes and career advancement."

Mr. Mark Marostica, Co-Chief Financial Officer of CDEL, added, "The healthy fourth quarter revenue growth, together with continued effective expense control and leverage of our cost structure, contributed to the significant expansion of our fourth quarter non-GAAP operating margin, which came in at 30.9%, up from 23.9% in the prior year period."

Mr. Marostica, continued, "With fiscal 2020 well underway, we aim to continue to focus on balancing growth with diligent expense control, in an effort to build on the momentum of our operating margin improvement in the second half of fiscal 2019, and drive higher levels of profitability in fiscal 2020."

Fourth Quarter Fiscal 2019 Financial Results

Net Revenue. Total net revenue increased by 28.1% to $68.7 million in the fourth quarter of fiscal 2019 from $53.6 million in the fourth quarter of fiscal 2018. Net revenue from online education services, books and reference materials, and other sources contributed 72.0%, 8.4% and 19.6%, respectively, of total net revenues for the fourth quarter of fiscal 2019.

Online education services. Net revenue from online education services increased by 35.4% to $49.5 million in the fourth quarter of fiscal 2019 from $36.5 million in the fourth quarter of fiscal 2018, mainly due to revenue growth from the accounting vertical. Revenue from the legal vertical generated by Beijing Ruida also contributed to the growth.

Books and reference materials. Net revenue from books and reference materials increased by 410.2% to $5.7 million in the fourth quarter of fiscal 2019 from $1.1 million in the fourth quarter of fiscal 2018, mainly due to book sale revenue from the Legal Professional Qualification Examination contributed by Beijing Ruida.

Others. Net revenue from other sources decreased by 15.5% to $13.5 million in the fourth quarter of fiscal 2019 from $16.0 million in the fourth quarter of fiscal 2018, primarily due to the decrease in revenue from the "Tax School Program," which the Company disposed in the first quarter of fiscal 2019; and the decrease in revenue from business start-up training services. This decrease in revenue was partially offset by the increase in offline training revenue from the Legal Professional Qualification Examination contributed by Beijing Ruida, and the increase in revenue from the sale of learning simulation software.

Cost of Sales. Cost of sales decreased by 3.6% to $25.3 million in the fourth quarter of fiscal 2019 from $26.2 million in the fourth quarter of fiscal 2018. Non-GAAP(1 )cost of sales decreased by 3.5% to $25.3 million in the fourth quarter of fiscal 2019 from $26.2 million in the fourth quarter of fiscal 2018. The decrease was mainly due to the decrease in salaries and related expenses, and rental and related expenses. This decrease was partially offset by the increase in cost of books and reference materials, and lecture fees.

Gross Profit and Gross Margin. Gross profit was $43.4 million in the fourth quarter of fiscal 2019, up 58.5% from $27.4 million in the prior year period. Non-GAAP(1 )gross profit was $43.4 million, increasing by 58.2% from $27.4 million in the prior year period. Gross margin was 63.2% in the fourth quarter of fiscal 2019, compared with 51.1% in the fourth quarter of fiscal 2018. Non-GAAP(1 )gross margin was 63.2% in the fourth quarter of fiscal 2019, compared with 51.2% in the fourth quarter of fiscal 2018.

Operating Expenses. Total operating expenses increased by 15.5% to $23.2 million in the fourth quarter of fiscal 2019, from $20.1 million in the prior year period. Non-GAAP(1) total operating expenses increased by 16.4% to $22.7 million in the fourth quarter of fiscal 2019, from $19.5 million in the prior year period.

Selling expenses. Selling expenses increased by 12.9% to $16.1 million in the fourth quarter of fiscal 2019 from $14.3 million in the prior year period. Non-GAAP(1) selling expenses increased by 13.1% to $16.1 million in the fourth quarter of fiscal 2019 from $14.3 million in the prior year period. The increase was primarily driven by higher advertising and promotional expenses, the increase in rental and related expenses and other miscellaneous selling expenses. This increase was partially offset by the decrease in commission to agents and, salaries and related expenses.

General and administrative expenses. General and administrative expenses increased by 21.9% to $7.1 million in the fourth quarter of fiscal 2019 from $5.8 million in the prior year period. Non-GAAP(1) general and administrative expenses increased by 25.6% to $6.6 million in the fourth quarter of fiscal 2019 from $5.2 million in the prior year period. The increase was mainly due to the provision for doubtful debts related to the Company's investee company, Hangzhou Wanting Technology Co., Ltd., and the sale of learning simulation software.

Impairment loss from long-term investments. Impairment loss from long-term investments increased to $6.9 million in the fourth quarter of fiscal 2019 from $2.8 million in the prior year period, due to impairment of the value of the Company's investment in investee companies, Hangzhou Wanting Technology Co., Ltd. and Amdon Consulting Pte Ltd of $6.4 million and $0.5 million, respectively.

Impairment of goodwill. Impairment of goodwill was $1.5 million in the fourth quarter of fiscal 2019, due to impairment of the value of the Company's business start-up training services segment.

Income Tax Expense. Income tax expense increased by 251.5% to $6.0 million in the fourth quarter of fiscal 2019 from $1.7 million in the prior year period, primarily due to an increase in taxable income.

Net Income Attributable to CDEL. As a result of the foregoing, net income attributable to CDEL was $13.8 million in the fourth quarter of fiscal 2019, up 42.4% compared with $9.7 million in the prior year period. Non-GAAP(1) net income attributable to CDEL was $18.6 million in the fourth quarter of fiscal 2019, up 48.8% compared with $12.5 million in the prior year period.

Operating Cash Flow. Net operating cash inflow increased by 20.2% to $20.0 million in the fourth quarter of fiscal 2019 from $16.7 million in the prior year period. The operating cash inflow was mainly attributable to net income before non-cash items generated in the fourth quarter of fiscal 2019. The decrease in deferred tax assets, other non-current assets, and the increase in accrued expenses and other liabilities, income tax payable, and refundable fees also contributed to the operating cash inflow. The operating cash inflow was partially offset by the increase in accounts receivable, prepayments and other current assets, and the decrease in deferred revenue.

Cash and Cash Equivalents, Restricted Cash and Short-term Investments. Cash and cash equivalents, restricted cash and short-term investments as of September 30, 2019 increased by 2.9% to $128.5 million from $124.9 million as of June 30, 2019, mainly due to the operating cash inflow generated in the fourth quarter of fiscal 2019. The increase was partially offset by (i) the repayment of an offshore loan of $6.0 million and (ii) the capital expenditure of $2.0 million.

Fiscal Year 2019 Financial Results

Net Revenue. Total net revenue increased by 27.1% to $211.8 million in fiscal year 2019 from $166.7 million in fiscal year 2018. Net revenue from online education services, books and reference materials, and other sources contributed 68.9%, 12.9% and 18.2%, respectively, of total net revenues for fiscal year 2019.

Online education services. Net revenue from online education services increased by 24.7% to $145.9 million in fiscal year 2019 from $117.0 million in fiscal year 2018.

Books and reference materials. Net revenue from books and reference materials increased by 168.0% to $27.4 million in fiscal year 2019 from $10.2 million in fiscal year 2018.

Others. Net revenue from other sources decreased by 2.2% to $38.5 million in fiscal year 2019 from $39.4 million in fiscal year 2018.

Cost of Sales. Cost of sales increased by 19.2% to $104.7 million in fiscal year 2019 from $87.9 million in fiscal year 2018. Non-GAAP(1 )cost of sales increased by 19.4% to $104.7 million in fiscal year 2019 from $87.7 million in fiscal year 2018.

Gross Profit and Gross Margin. Gross profit was $107.1 million in fiscal year 2019, up 35.9% from $78.8 million in fiscal year 2018. Non-GAAP(1 )gross profit was $107.1 million, increasing by 35.7% from $78.9 million in fiscal year 2018. Gross margin was 50.6% in the fiscal year 2019, compared with 47.3% in fiscal year 2018. Non-GAAP(1 )gross margin was 50.6% in fiscal year 2019, compared with 47.4% in fiscal year 2018.

Operating Expenses. Total operating expenses increased by 30.9% to $86.4 million in fiscal year 2019 from $66.0 million in fiscal year 2018. Non-GAAP(1) total operating expenses increased by 32.2% to $84.4 million in fiscal year 2019 from $63.8 million in fiscal year 2018.

Selling expenses. Selling expenses increased by 37.4% to $61.5 million in fiscal year 2019 from $44.7 million in fiscal year 2018. Non-GAAP(1) selling expenses increased by 37.7% to $61.5 million in fiscal year 2019 from $44.6 million in fiscal year 2018.

General and administrative expenses. General and administrative expenses increased by 17.2% to $24.9 million in fiscal year 2019 from $21.3 million in fiscal year 2018. Non-GAAP(1) general and administrative expenses increased by 19.6% to $22.9 million in fiscal year 2019 from $19.2 million in fiscal year 2018.

Change in fair value in connection with business combination. Change in fair value in connection with business combination was $0.7 million in fiscal year 2019, compared with $0.1 million in fiscal year 2018, attributable to the decrease in fair value of contingent consideration with respect to the Company's equity interest investment in Beijing Ruida.

Gain from Deconsolidation of a Subsidiary. Gain from deconsolidation of a subsidiary of $6.9 million related to the gain on the disposal of 60% equity interest, and fair value change of the remaining 40% equity interest, in Champion Tax Advisory or "Tax School Program."

Impairment loss from long-term investments. Impairment loss from long-term investments increased to $6.9 million in fiscal year 2019 from $2.8 million in fiscal year 2018.

Impairment of goodwill. Impairment of goodwill was $1.5 million in fiscal year 2019, due to impairment of the value of the Company's business start-up training services segment.

Income Tax Expense. Income tax expense increased by 252.0% to $8.1 million in fiscal year 2019 from $2.3 million in fiscal year 2018.

Net Income Attributable to CDEL. As a result of the foregoing, net income attributable to CDEL was $21.3 million in fiscal year 2019, up 82.8% compared with net income attributable to CDEL of $11.6 million in fiscal year 2018. Non-GAAP(1) net income attributable to CDEL was $27.6 million in fiscal year 2019, up 71.0% compared with non-GAAP(1) net income attributable to CDEL of $16.1 million in fiscal year 2018.

Operating Cash Flow. Net operating cash inflow increased by 45.7% to $73.0 million in fiscal year 2019 from $50.1 million in fiscal year 2018.

Outlook

For the first quarter of fiscal 2020, the Company expects to generate total net revenue in the range of $51.1 million to $53.3 million, representing year-over-year growth of approximately 20% to 25%.

For fiscal year 2020, the Company expects to generate total net revenues in the range of $254.2 million to $264.8 million, representing year-over-year growth of approximately 20% to 25%.

The above guidance reflects the Company's current and preliminary view, which is subject to change.

Conference Call

Management will hold a conference call at 8:00 a.m. Eastern Time on Wednesday, November 20, 2019 (9:00 p.m. Beijing Time on Wednesday, November 20, 2019) to discuss financial results and answer questions from investors and analysts. Listeners may access the call by dialing:

US Toll Free: +1-866-519-4004
International: +65-6713-5090
Mainland China: 400-620-8038
Hong Kong, China: +852-3018-6771
United Kingdom: +44-203-6214-779
Passcode: CDEL or DL

A telephone replay will be available two hours after the call until November 27, 2019 by dialing:

US Toll Free: +1-855-452-5696
International: +61-2-8199-0299
Mainland China: 400-632-2162
Hong Kong, China: 800-963-117
United Kingdom: 0808-234-0072
Replay Passcode: 3816479

Additionally, a live and archived webcast of the conference call will be available at http://ir.cdeledu.com.


                        (1) For more information
                         about the non-GAAP
                         financial measures contained
                         in this press release,
                         please see "Use of Non-GAAP
                         Financial Measures" below.

About China Distance Education Holdings Limited

China Distance Education Holdings Limited is a leading provider of online education and value-added services for professionals and corporate clients in China. The courses offered by the Company through its websites are designed to help professionals seeking to obtain and maintain professional licenses and to enhance their job skills through our professional development courses in China in the areas of accounting, healthcare, engineering & construction, legal and other industries. The Company also offers online test preparation courses for self-taught learners pursuing higher education diplomas or degrees, practical accounting training courses for college students and working professionals, as well as third-party developed online courses. In addition, the Company provides business services to corporate clients, including but not limited to tax advisory and accounting outsourcing services. For further information, please visit http://ir.cdeledu.com.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "may," "should," "potential," "continue," "expect," "predict," "anticipate," "future," "intend," "plan," "believe," "is/are likely to," "estimate" and similar statements. Among other things, the outlook for the first quarter and full fiscal year 2020 and quotations from management in this announcement, as well as the Company's strategic and operational plans (in particular, the anticipated benefits of strategic growth initiatives, including the promotion of the Company's lifelong learning ecosystem, as well as cost control and year-over-year improvement of operating margins, revenue and profitability) contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic and annual reports to the SEC, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company'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 goals and growth strategies; future prospects and market acceptance of our courses and other products and services; our future business development and results of operations; projected revenues, profits, earnings and other estimated financial information; projected enrollment numbers; our plans to expand and enhance our courses and other products and services; competition in the education and test preparation markets; and Chinese laws, regulations and policies, including those applicable to the Internet, Internet content providers, the education and telecommunications industries, mergers and acquisitions, taxation and foreign exchange.

Further information regarding these and other risks is included in the Company's annual report on Form 20-F and other documents filed or furnished with the SEC. All information provided in this press release is as of the date of this press release. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Statement Regarding Unaudited Financial Information

The unaudited financial information set forth in this press release is preliminary and subject to adjustments. Adjustments to the financial statements may be identified when audit work is performed for the year-end audit, which could result in significant differences from this preliminary unaudited financial information.

Use of Non-GAAP Financial Measures

To supplement the Company's consolidated financial results presented in accordance with U.S. generally accepted accounting principles, or GAAP, the Company uses the following measures defined as non-GAAP financial measures: non-GAAP net income attributable to CDEL, operating income, gross profit, cost of sales, selling expenses, general and administrative expenses, net income margin attributable to CDEL, operating margin, gross profit margin, and basic and diluted earnings per ADS and per share attributable to CDEL. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the table captioned "Reconciliations of non-GAAP measures to comparable GAAP measures" set forth at the end of this release.

The Company believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance by excluding share-based compensation expenses, impairment loss of long-term investments net of noncontrolling interests and taxes calculated using specific tax treatments applicable to the adjustments based on their respective jurisdictions, and impairment of goodwill. However, non-GAAP financial measures may not be indicative of the Company's operating performance from a cash perspective. The Company believes that both management and investors benefit from these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management's internal comparisons to the Company's historical performance and liquidity. The Company computes its non-GAAP financial measures using the same consistent method from quarter to quarter. The Company believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of excluding share-based compensation expenses, impairment loss of long-term investments net of noncontrolling interests and taxes calculated using specific tax treatments applicable to the adjustments based on their respective jurisdictions, and impairment of goodwill from the above-mentioned line items and presenting these non-GAAP measures is that such items may continue to be for the foreseeable future a significant recurring expense in our business. Management compensates for this limitation by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying table at the end of this release provides more detail on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

Contacts:

In China:

China Distance Education Holdings Limited
Jiao Jiao
Tel: +86-10-8231-9999 ext. 1826
Email: IR@cdeledu.com

The Piacente Group, Inc.
Xi Zhang
Tel: +86-10-6508-0677
E-mail: dl@tpg-ir.com

In the United States:

The Piacente Group, Inc.
Brandi Piacente
Tel: +1 212-481-2050
Email: dl@tpg-ir.com

(Financial Tables on Following Pages)


                                                                                                              
              
                China Distance Education Holdings Limited


                                                                                                           
              
                Unaudited Condensed Consolidated Balance Sheets


                                                                                              
              
                (in thousands of US Dollars, except number of shares and per share data)




                                                                                                                                                                                           September 30
        , 20
                18         
       
       September 30, 2019


                                                                                                                                                                                         
              
        (Derived from Audited)           
       
            (Unaudited)



     
     Assets:



     
     Current assets:


                                                
              Cash and cash equivalents                                                                                                                                             30,826                               67,977


                                                
              Restricted cash                                                                                                                                                       51,736                               38,358


                                                
              Short term investments                                                                                                                                                17,073                               22,118


                                                
              Accounts receivable, net of allowance for doubtful accounts of                                                                                                                                             7,330
                                                US$1,282 and US$1,342 as of September 30, 2019 and September 30, 2018, respectively
                                                                                                                                                                                                                          7,280


                                                
              Inventories                                                                                                                                                            2,782                                4,232


                                                
              Prepayment and other current assets                                                                                                                                   17,054                               27,247


                                                
              Deferred cost                                                                                                                                                          1,125                                1,427


                                                
              
                   Total current assets                                                                                                                                 127,876                              168,689





     
     Non-current assets:


                                                
              Property, plant and equipment, net                                                                                                                                    27,972                               37,935


                                                
              Goodwill                                                                                                                                                              79,516                               74,829


                                                
              Long term investments                                                                                                                                                 33,837                               25,155


                                                
              Other intangible assets, net                                                                                                                                          39,500                               30,113


                                                
              Deposit for purchase of non-current assets                                                                                                                             8,126                                4,448


                                                
              Deferred tax assets                                                                                                                                                    5,711                                3,497


                                                
              Other non-current assets                                                                                                                                               6,387                               10,092


                                                
              
                   Total non-current assets                                                                                                                             201,049                              186,069




                                                
              
                   Total assets                                                                                                                                         328,925                              354,758






     
     Liabilities and equity:



     
     Current liabilities:


                                                
              Bank borrowings                                                                                                                                                       50,975                               38,502


                                                
              Accrued expenses and other liabilities (including accrued expenses and other                                                                                          42,141                               38,867
                                                liabilities of the consolidated VIE without recourse to China Distance Education
                                                Holdings Limited of US$32,401 and US$34,993 as of September 30, 2019 and
                                                September 30, 2018, respectively)


                                                
              Income tax payable (including income tax payable of the consolidated VIE without                                                                                       9,293                               11,924
                                                recourse to China Distance Education Holdings Limited of US$9,948 and
                                                US$$4,847 as of September 30, 2019 and September 30, 2018, respectively)


                                                
              Deferred revenue - current portion (including deferred revenue of the consolidated                                                                                    78,194                               91,585
                                                VIE without recourse to China Distance Education Holdings Limited of US$90,747
                                                and US$77,299 as of September 30, 2019 and September 30, 2018, respectively)


                                                
              Refundable fees - current portion (including refundable fees of the consolidated VIE                                                                                  13,837                                5,728
                                                without recourse to China Distance Education Holdings Limited of US$5,728 and
                                                US$13,837 as of September 30, 2019 and September 30, 2018, respectively)


                                                
              
                   Total current liabilities                                                                                                                            194,440                              186,606





     
     Non-c
                urrent liabilities
     :


                                                
              Deferred revenue - non-current portion (including deferred revenue of the                                                                                                                                 32,930
                                                consolidated VIE without recourse to China Distance Education Holdings Limited
                                                of US$32,930 and nil as of September 30, 2019 and September 30, 2018, respectively)


                                                
              Refundable fees - non-current portion (including refundable fees of the consolidated                                                                                                                         398
                                                VIE without recourse to China Distance Education Holdings Limited of US$398 and
                                                nil as of September 30, 2019 and September 30, 2018, respectively)


                                                
              Deferred tax liabilities                                                                                                                                              12,693                               11,254


                                                
              Long-term bank borrowing                                                                                                                                              12,027



                                                
              
                Total 
                non-
                current liabilities                                                                                                  24,720                               44,582






                                                
              
                   Total liabilities                                                                                                                                    219,160                              231,188






     
     Equity


                                                
              Ordinary shares (par value of US$0.0001 per share; 500,000,000 shares authorized;                                                                                         13                                   13
                                                134,210,745 and 133,275,521 shares issued and outstanding at September 30, 2019
                                                and September 30, 2018, respectively)


                                                
              Additional paid-in capital                                                                                                                                            21,557                               24,507


                                                
              Accumulated other comprehensive loss                                                                                                                                 (7,013)                            (12,533)


                                                
              Retained Earnings                                                                                                                                                     29,717                               60,668



                                                
              
                   Total China Distance Education Holdings Limited shareholder's equity                                                                                  44,274                               72,655


                                                
              Noncontrolling interest                                                                                                                                               65,491                               50,915



                                                
              
                 Total equity                                                                                                                                           109,765                              123,570



                                                
              
                  Total liabilities and equity                                                                                                                          328,925                              354,758


                                                                                                                       
              
                China Distance Education Holdings Limited


                                                                                          
              
                Unaudited 
                Consolidated Statements 
                o
                f 
                Operations


                                                                                                   
              
                 (in thousands of US dollars, except number of shares, per share and per ADS data)




                                                                                                                                                                                                                                    Three Months Ended
                                                                                                                                                                                                                                       September
                3
                                                                                                                                                                                                                                          0
                ,


                                                                                                                                                                                                                           2018                       2019





              
                Sales, net of business tax, value-added tax and related surcharges:


                                                                                                                                
              Online education services                                                       36,539                     49,467


                                                                                                                                
              Books and reference materials                                                    1,125                      5,740


                                                                                                                                
              Others                                                                          15,962                     13,484


                                                                                                                                
              -  Sale of learning simulation software                                          2,974                      3,366


                                                                                                                                
              -  Business start-up training services                                           1,724                        483


                                                                                                                                
              -  Others                                                                       11,264                      9,635


                                                                                                                                
              
                   Total net revenues                                              53,626                     68,691





              
                Cost of sales


                                                                                                                                
              Cost of services and others                                                   (24,798)                  (22,791)


                                                                                                                                
              Cost of tangible goods sold                                                    (1,442)                   (2,492)



                                                                                                                                
              
                   Total cost of sales                                           (26,240)                  (25,283)





              
                Gross profit                                                                                                                                                                                 27,386                     43,408





              
                Operating expenses


                                                                                                                                
              Selling expenses                                                              (14,287)                  (16,133)


                                                                                                                                
              General and administrative expenses                                            (5,793)                   (7,064)


                                                                                                                                
              
                   Total operating expenses                                      (20,080)                  (23,197)



              Change in fair value in connection with business combination                                                                                                                                               3,950



              Other operating income                                                                                                                                                                                       926                        535

                                                                                                                                                                                                                                                      ---




              
                Operating
                 income                                                                                                                                                                12,182                     20,746





              
                Impairment of goodwill                                                                                                                                                                                (1,517)



              Impairment loss from long-term investments                                                                                                                                                               (2,835)                   (6,920)



              Interest income                                                                                                                                                                                              717                        493



              Interest expense                                                                                                                                                                                           (809)                     (525)



              Exchange gain                                                                                                                                                                                              2,973                      3,399





              
                Income 
                before income taxes                                                                                                                                                      12,228                     15,676



              Income tax expense                                                                                                                                                                                       (1,720)                   (6,044)



              Loss from equity method investments                                                                                                                                                                         (21)                     (465)

                                                                                                                                                                                                                                                      ---




              
                Net 
                income                                                                                                                                                                      10,487                      9,167



              
                Net income/(loss) attributable to noncontrolling interest                                                                                                                                       821                    (4,602)

                                                                                                                                                                                                                                                      ---


              
                Net 
                income 
                attributable to 
                China Distance Education Holdings Limited                                                                                   9,666                     13,769

                                                                                                                                                                                                                                                      ===




              
                Net income 
                per share
                 attributable to China Distance Education Holdings
    Limited:



              
                Net income 
                attributable to 
                China Distance Education Holdings Limited

                shareholders


                                                                                                                                
              Basic                                                                            0.073                      0.103


                                                                                                                                
              Diluted                                                                          0.072                      0.103





              
                Net income 
                per ADS
                 attributable to China Distance Education Holdings
    Limited:



              
                Net income 
                attributable to 
                China Distance Education Holdings Limited

                shareholders


                                                                                                                                
              Basic                                                                            0.290                      0.411


                                                                                                                                
              Diluted                                                                          0.290                      0.411





              
                Weighted average shares used in calculating net income per share
    attributable to 
                China Distance Education Holdings Limited
                :


                                                                                                                                
              Basic                                                                      132,731,579                133,399,392


                                                                                                                                
              Diluted                                                                    133,396,825                134,333,486

                                                                                                                                                                                                                                                        ---


                                                                                                                     
              
                China Distance Education Holdings Limited


                                                                                        
              
                Unaudited 
                Consolidated Statements 
                o
                f 
                Operations


                                                                                                 
              
                 (in thousands of US dollars, except number of shares, per share and per ADS data)




                                                                                                                                                                                                                                  Year
                 Ended
                                                                                                                                                                                                                                       September
              3
                                                                                                                                                                                                                                            0,


                                                                                                                                                                                                                         2018                       2019





            
                Sales, net of business tax, value-added tax and related surcharges:


                                                                                                                              
              Online education services                                                      117,026                    145,917


                                                                                                                              
              Books and reference materials                                                   10,213                     27,372


                                                                                                                              
              Others                                                                          39,429                     38,533


                                                                                                                              
              -  Sale of learning simulation software                                         11,576                     12,996


                                                                                                                              
              -  Business start-up training services                                           4,582                      2,741


                                                                                                                              
              -  Others                                                                       23,271                     22,796


                                                                                                                              
              
                   Total net revenues                                             166,668                    211,822





            
                Cost of sales


                                                                                                                              
              Cost of services and others                                                   (78,936)                  (85,252)


                                                                                                                              
              Cost of tangible goods sold                                                    (8,947)                  (19,489)



                                                                                                                              
              
                   Total cost of sales                                           (87,883)                 (104,741)





            
                Gross profit                                                                                                                                                                                 78,785                    107,081





            
                Operating expenses


                                                                                                                              
              Selling expenses                                                              (44,717)                  (61,460)


                                                                                                                              
              General and administrative expenses                                           (21,253)                  (24,919)


                                                                                                                              
              
                Total operating expenses                                         (65,970)                  (86,379)



            Change in fair value in connection with business combination                                                                                                                                                  84                        695



            Other operating income                                                                                                                                                                                     3,051                      2,968

                                                                                                                                                                                                                                                    ---




            
                Operating
                 income                                                                                                                                                                15,950                     24,365





            
                Impairment of goodwill                                                                                                                                                                                (1,517)



            Impairment loss from long-term investments                                                                                                                                                               (2,835)                   (6,920)



            Interest income                                                                                                                                                                                            2,522                      2,207



            Interest expense                                                                                                                                                                                         (3,331)                   (2,819)



            Gain from disposal of an investment                                                                                                                                                                                    318



            Gain from deconsolidation of a subsidiary                                                                                                                                                                            6,869



            Exchange gain                                                                                                                                                                                              2,476                      3,296





            
                Income 
                before income taxes                                                                                                                                                      14,782                     25,799



            Income tax expense                                                                                                                                                                                       (2,307)                   (8,121)



            Loss from equity method investments                                                                                                                                                                        (172)                   (1,484)

                                                                                                                                                                                                                                                    ---




            
                Net 
                income                                                                                                                                                                      12,303                     16,194



            
                Net income/(loss) attributable to noncontrolling interest                                                                                                                                       677                    (5,060)

                                                                                                                                                                                                                                                    ---


            
                Net income attributable to 
                China Distance Education Holdings                                                                                                                    11,626                     21,254
    Limited

                                                                                                                                                                                                                                                    ===




            
                Net income 
                per share
                 attributable to China Distance Education Holdings
    Limited:



            
                Net income 
                attributable to 
                China Distance Education Holdings Limited

              shareholders


                                                                                                                              
              Basic                                                                            0.087                      0.159


                                                                                                                              
              Diluted                                                                          0.087                      0.159





            
                Net income 
                per ADS
                 attributable to China Distance Education Holdings
    Limited:



            
                Net income 
                attributable to 
                China Distance Education Holdings Limited

              shareholders


                                                                                                                              
              Basic                                                                            0.347                      0.635


                                                                                                                              
              Diluted                                                                          0.347                      0.635





            
                Weighted average shares used in calculating net income per share

              attributable to 
                China Distance Education Holdings Limited
                :


                                                                                                                              
              Basic                                                                      132,363,620                133,060,900


                                                                                                                              
              Diluted                                                                    133,117,155                134,138,117

                                                                                                                                                                                                                                                      ---


                                                                                         
              
                China Distance Education Holdings Limited


                                                                             
              
                Reconciliations of non-GAAP measures to comparable GAAP measures


                                                                     
              
                (In thousands of US Dollars, except number of shares, per share and per ADS data)




                                                                                                                                                                                       Three Months Ended
                                                                                                                                                                                            September 30,


                                                                                                                                                                                          2018                        2019


                                                                                                                                                                               
     
     (Unaudited)            
     
     (Unaudited)





           Cost of sales                                                                                                                                                               26,240                      25,283



           Share-based compensation expense in cost of sales                                                                                                                               45



           Non-GAAP cost of sales                                                                                                                                                      26,195                      25,283





           Selling expenses                                                                                                                                                            14,287                      16,133



           Share-based compensation expense in selling expenses                                                                                                                            20



           Non-GAAP selling expenses                                                                                                                                                   14,267                      16,133





           General and administrative expenses                                                                                                                                          5,793                       7,064



           Share-based compensation expense in general and administrative expenses                                                                                                        560                         490



           Non-GAAP general and administrative expenses                                                                                                                                 5,233                       6,574





           Gross profit                                                                                                                                                                27,386                      43,408



           Share-based compensation expenses                                                                                                                                               45                           0



           Non-GAAP gross profit                                                                                                                                                       27,431                      43,408





           Gross profit margin                                                                                                                                                          51.1%                      63.2%



           Non-GAAP gross profit margin                                                                                                                                                 51.2%                      63.2%





           Operating income                                                                                                                                                            12,182                      20,746



           Share-based compensation expenses                                                                                                                                              625                         490



           Non-GAAP operating income                                                                                                                                                   12,807                      21,236





           Operating margin                                                                                                                                                             22.7%                      30.2%



           Non-GAAP operating margin                                                                                                                                                    23.9%                      30.9%





           Net income attributable to CDEL                                                                                                                                              9,666                      13,769



           Share-based compensation expense                                                                                                                                               625                         490



           Impairment loss from long-term investments, net of tax effect of nil and US$623                                                                                              2,212
      for the year ended September 30, 2019 and September 30, 2018, respectively
                                                                                                                                                                                                                    6,920



           Impairment loss from goodwill                                                                                                                                                                           1,517



           Noncontrolling interests impact on adjustments                                                                                                                                                        (4,094)



           Non-GAAP net income attributable to CDEL                                                                                                                                    12,503                      18,602





           Net income margin attributable to CDEL                                                                                                                                       18.0%                      20.0%



           Non-GAAP net income margin attributable to CDEL                                                                                                                              23.3%                      27.1%





           Net income per share attributable to CDEL-basic                                                                                                                              0.073                       0.103



           Net income per share attributable to CDEL-diluted                                                                                                                            0.072                       0.103



           Non-GAAP net income per share attributable to CDEL-basic                                                                                                                     0.094                       0.139



           Non-GAAP net income per share attributable to CDEL-diluted                                                                                                                   0.094                       0.138





           Net income per ADS attributable to CDEL shareholders-basic (note 1)                                                                                                          0.290                       0.411



           Net income  per ADS attributable to CDEL shareholders-diluted (note 1)                                                                                                       0.290                       0.411



           Non-GAAP net income per ADS attributable to CDEL shareholders-basic (note 1)

                                                                                                                                                                                         0.377                       0.558



           Non-GAAP net income per ADS attributable to CDEL shareholders-diluted (note 1)

                                                                                                                                                                                         0.375                       0.554





           Weighted average shares used in calculating basic net income per share                                                                                                 132,731,579                 133,399,392
      attributable to CDEL



           Weighted average shares used in calculating diluted net income per share                                                                                               133,396,825                 134,333,486
      attributable to CDEL



           Weighted average shares used in calculating basic non-GAAP net income per share                                                                                        132,731,579                 133,399,392
      attributable to CDEL



           Weighted average shares used in calculating diluted non-GAAP net income per share                                                                                      133,396,825                 134,333,486
      attributable to CDEL

               Note 1: Each ADS represents
                four ordinary shares.


                                                                                           
              
                China Distance Education Holdings Limited


                                                                                
              
                Reconciliations of non-GAAP measures to comparable GAAP measures


                                                                       
              
                (In thousands of US Dollars, except number of shares, per share and per ADS data)




                                                                                                                                                                                     Year
               Ended
                                                                                                                                                                                          September
            3
                                                                                                                                                                                                       0,


                                                                                                                                                                                            2018                        2019


                                                                                                                                                                                 
     
     (Unaudited)           
      
     (Unaudited)





              Cost of sales                                                                                                                                                              87,883                     104,741



              Share-based compensation expense in cost of sales                                                                                                                             161                          23



              Non-GAAP cost of sales                                                                                                                                                     87,722                     104,718





              Selling expenses                                                                                                                                                           44,717                      61,460



              Share-based compensation expense in selling expenses                                                                                                                           80                          10



              Non-GAAP selling expenses                                                                                                                                                  44,637                      61,450





              General and administrative expenses                                                                                                                                        21,253                      24,919



              Share-based compensation expense in general and administrative expenses                                                                                                     2,065                       1,972



              Non-GAAP general and administrative expenses                                                                                                                               19,188                      22,947





              Gross profit                                                                                                                                                               78,785                     107,081



              Share-based compensation expenses                                                                                                                                             161                          23



              Non-GAAP gross profit                                                                                                                                                      78,946                     107,104





              Gross profit margin                                                                                                                                                         47.3%                      50.6%



              Non-GAAP gross profit margin                                                                                                                                                47.4%                      50.6%





              Operating income                                                                                                                                                           15,950                      24,365



              Share-based compensation expenses                                                                                                                                           2,306                       2,005



              Non-GAAP operating income                                                                                                                                                  18,256                      26,370





              Operating margin                                                                                                                                                             9.6%                      11.5%



              Non-GAAP operating margin                                                                                                                                                   11.0%                      12.4%





              Net income attributable to CDEL                                                                                                                                            11,626                      21,254



              Share-based compensation expense                                                                                                                                            2,306                       2,005



              Impairment loss from long-term investments, net of tax effect of nil and US$623                                                                                             2,212
         for the year ended September 30, 2019 and September 30, 2018, respectively
                                                                                                                                                                                                                      6,920



              Impairment loss from goodwill                                                                                                                                                                          1,517



              Noncontrolling interests impact on adjustments                                                                                                                                                       (4,094)



              Non-GAAP net income attributable to CDEL                                                                                                                                   16,144                      27,602





              Net income margin attributable to CDEL                                                                                                                                       7.0%                      10.0%



              Non-GAAP net income margin attributable to CDEL                                                                                                                              9.7%                      13.0%





              Net income per share attributable to CDEL-basic                                                                                                                             0.087                       0.159



              Net income per share attributable to CDEL-diluted                                                                                                                           0.087                       0.159



              Non-GAAP net income per share attributable to CDEL-basic                                                                                                                    0.122                       0.207



              Non-GAAP net income per share attributable to CDEL-diluted                                                                                                                  0.121                       0.206





              Net income per ADS attributable to CDEL shareholders-basic (note 1)                                                                                                         0.347                       0.635



              Net income  per ADS attributable to CDEL shareholders-diluted (note 1)                                                                                                      0.347                       0.635



              Non-GAAP net income per ADS attributable to CDEL shareholders-basic (note 1)                                                                                                                           0.830

                                                                                                                                                                                           0.488



              Non-GAAP net income per ADS attributable to CDEL shareholders-diluted (note 1)                                                                                                                         0.823

                                                                                                                                                                                           0.485





              Weighted average shares used in calculating basic net income per share attributable                                                                                   132,363,620                 133,060,900
    to CDEL



              Weighted average shares used in calculating diluted net income per share                                                                                              133,117,155                 134,138,117
    attributable to CDEL



              Weighted average shares used in calculating basic non-GAAP net income per share                                                                                       132,363,620                 133,060,900
    attributable to CDEL



              Weighted average shares used in calculating diluted non-GAAP net income per share                                                                                     133,117,155                 134,138,117
    attributable to CDEL

               Note 1: Each ADS represents
                four ordinary shares

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SOURCE China Distance Education Holdings Ltd.