China Liberal Education Holdings Limited Reports Financial Results for Fiscal Year 2023

BEIJING, April 15, 2024 /PRNewswire/ -- China Liberal Education Holdings Limited (Nasdaq: CLEU) ("China Liberal", the "Company", "we", "our", or "us"), a China-based company that provides technological consulting services for smart campus solutions and other educational services, today announced its audited financial results for the fiscal year ended December 31, 2023.

Ms. Ngai Ngai Lam, Chairwoman and CEO of China Liberal, commented, "Our revenue experienced a decline in fiscal year 2023 due to termination of education programs offered by joint ventures of the PRC and foreign institutions ("Sino-foreign Jointly Managed Academic Programs"), but we still managed to maintain a relatively high gross margin level at around 57.1% during the fiscal year. Despite the major business restructuring under way, it is worth noting that our existing business has witnessed a rapid growth, with the revenue from tailored job readiness training services and technological consulting services for smart campus solutions surging by 74.2% and 144.5%, respectively, compared to fiscal year 2022. Meanwhile, our total cash had risen substantially to $20.34 million as of December 31, 2023. These solid data showcase the resilience of our business model and operation which is moving in the right direction. Looking ahead, we will strive to keep the current momentum, expand our partnerships, and develop new growth drivers, with the goal of generating greater profits for our shareholders. Service quality is at the core of our journey for long-term development, which we believe will continue to push us forward for faster growth."

Fiscal Year 2023 Financial Highlights


                                                                                   For the Years Ended December
                                                                                                    31,



     
              ($ millions, except for percentages or per share data)   2023    2022                             %Change



     Revenue                                                             2.89    5.22                            (44.7 %)



     Gross profit                                                        1.65    4.03                            (59.1 %)



     Gross margin                                                      57.1 % 77.2 %                 (20.1pp)



     Loss from operations                                              (0.93) (1.55)                             40.0 %



     Net loss                                                          (4.96) (1.69)                          (193.6 %)



     Basic and diluted loss per share                                  (1.65) (1.94)                             14.9 %





     Note: pp represents percentage points.
    --  Revenue was $2.89 million for fiscal year 2023, compared to $5.22
        million for fiscal year 2022.
    --  Gross profit was $1.65 million for fiscal year 2023, compared to $4.03
        million for fiscal year 2022.
    --  Gross margins were 57.1% and 77.2% for fiscal year 2023 and 2022,
        respectively.
    --  Loss from operations was $0.93 million for fiscal year 2023, compared to
        $1.55 million for fiscal year 2022.
    --  Net loss was $4.96 million for fiscal year 2023, compared to $1.69
        million for fiscal year 2022.
    --  Basic and diluted loss per share were $1.65 for fiscal year 2023,
        compared to $1.94 for fiscal year 2022.

Fiscal Year 2023 Financial Results

Revenue

Revenue decreased by $2.33 million, or 44.7%, to $2.89 million for fiscal year 2023 from $5.22 million for fiscal year 2022. The decrease in our revenue was mainly attributable to the discontinued revenue from Sino-foreign Jointly Managed Academic Programs as this service was terminated after disposal of colleges in December 2023.

The Company did not generate revenue from Sino-foreign Jointly Managed Academic Programs for fiscal year 2023. Revenue from Sino-foreign Jointly Managed Academic Programs was $3.34 million for fiscal year 2022. This decrease was primarily attributable to two factors (i) revenue generated from Sino-foreign Jointly Managed Academic Programs were accounted for as transactions between Wanwang Investment Limited ("Wanwang") and China Liberal (Beijing) Education Technology Co., Ltd. ("China Liberal Beijing") and were eliminated upon consolidation, and (ii) the termination of this line of service after disposition of two colleges in 2023.

Revenue from tailored job readiness training services increased by $0.94 million, or 74.2%, to $2.20 million for fiscal year 2023, from $1.26 million for fiscal year 2022, mainly attributable to revenue contribution from our newly acquired entity, Oriental Wisdom Cultural Development Co., Ltd. ("Oriental Wisdom") in July 2022. Oriental Wisdom contributed only five months of revenue in 2022, as opposed to 12 months of revenue in 2023. On July 14, 2022, the Company closed the transactions contemplated by the stock purchase agreement entered into on June 9, 2022 by and among the Company, China Liberal Beijing, Oriental Wisdom, the acquired company, and Beijing Cloud Class Technology Co., Ltd., the seller of the acquired company, and completed its acquisition of Oriental Wisdom, an integrated education services provider focusing on operating jointly-managed academic programs in the vocational higher education industry in China.

The Company did not generate revenue from Overseas Study Consulting Services for fiscal year 2023. Revenue from Overseas Study Consulting Services was $0.32 million for fiscal year 2022. We discontinued our Overseas Study Consulting Services in January 2023 after all existing contracts with Beijing Foreign Studies University came to completion and all existing performance obligations were satisfied, in accordance with the administration guidelines issued by General Office of the Ministry of Education in December 2021, which provide that universities and colleges shall cease projects and cooperation with external parties.

Revenue from smart campus related technological consulting services and technical support services for other entities increased by $0.40 million, or 144.5%, to $0.68 million for fiscal year 2023, from $0.28 million for fiscal year 2022. The increase was primarily attributable to an increase of projects undertaken from six projects in 2022 to seven projects in 2023. The increase in revenue was also attributable to the increase in average project size from $46,563 per project in 2022, to $97,579 per project in 2023.

The Company did not generate revenue from textbooks and course material sales for fiscal year 2023. Revenue from textbooks and course material sales was $13,948 for fiscal year 2022. The decrease was mainly attributable to decreased demand for our textbooks and course materials. According to our agreement with the publisher, we will be able to receive a fee only when the number of copies printed by the publisher exceed a pre-determined volume of 5,100 copies. In 2023, 24,841 copies were printed.

Cost of Revenue

Cost of revenue increased by $0.05 million, or 4.3%, to $1.24 million for fiscal year 2023, from $1.18 million for fiscal year 2022. The increase was primarily due to the increase in cost of revenue associated with tailored job readiness training services by $0.3 million and cost of revenue associated with technological consulting services for smart campus related projects by $0.3 million. The increase was partially offset by a decrease of cost of revenue associated with Sino-foreign jointly managed academic programs by $0.5 million and cost of revenue associated with overseas study consulting services by $0.1 million.

Gross Profit

Gross profit decreased by $2.38 million, or 59.1%, to $1.65 million in fiscal year 2023, from $4.03 million in fiscal year 2022, while gross profit margin decreased by 20.1%, to 57.1% for fiscal year 2023, from 77.2% for fiscal year 2022. The decrease in gross profit was primarily due to decreased gross profit contribution of $2.9 million from Sino-foreign Jointly Managed Academic Programs and gross contribution of $0.2 million from overseas study consulting services. The decrease was partially offset by increased gross profit contribution of $0.6 million from tailored job readiness training services and gross profit contribution of $0.1 million from technological consulting services for smart campus.

Operating Expenses

Selling expenses decreased by $0.05 million, or 18.4%, to $0.23 million for fiscal year 2023, from $0.28 million for the fiscal year 2022. The decrease in selling expenses was primarily attributable to a reduction of headcount in our sales and marketing force and related travelling expenses.

General and administrative expenses decreased by $1.88 million, or 41.2%, to $2.68 million for the fiscal year 2023, from $4.57 million for the fiscal year 2022, primarily due to decreased in share-based compensation of $2.8 million. The decrease was partially offset by an increase in staff salaries and related benefit expenses of $0.9 million due to full year impact of Oriental Wisdom staff expenses in 2023 as compared to six months impact in 2022 as Oriental Wisdom was newly acquired in June 2022.

Interest Expenses

Interest expenses increased by $0.15 million, or 112.1%, to $0.29 million for fiscal year 2023 from $0.14 million for fiscal year 2022, primarily due to interest expenses on short-term bank loan, loans from third parties and loans from related parties.

Other Income (Expense)

Other income was $0.12 million for fiscal year 2023, as compared to other expenses of $0.15 million for fiscal year 2022. Other income related to forfeiture of advance from a supplier of $0.1 million due to project cancellation. Other expenses in 2022 related to miscellaneous non-operating expenses incurred in 2022.

Income Tax Expenses

Income tax expenses were $1,973 and $0.46 million for fiscal year 2023 and fiscal year 2022, respectively. The decrease in income tax expenses was due to a net loss incurred by the Company and its subsidiaries.

Net Loss

Net loss was $4.96 million for fiscal year 2023, compared to a net loss of $1.69 million for fiscal year 2022. Basic and diluted loss per share were $1.65 for fiscal year 2023, compared to basic and diluted loss per share of $1.94 for fiscal year 2022.

Financial Condition

As of December 31, 2023, the Company had cash of $20.34 million, compared to $12.12 million as of December 31, 2022.

Net cash used in operating activities was $3.78 million for fiscal year 2023, compared to net cash provided by operating activities of $0.42 million for fiscal year 2022.

Net cash used in investing activities was $2.24 million for fiscal year 2023, compared to $32.55 million for fiscal year 2022.

Net cash provided by financing activities was $12.72 million for fiscal year 2023, compared to $12.90 million for fiscal year 2022.

Recent Development

On December 28, 2023, the Company entered into a share transfer agreement (the "Share Transfer Agreement") with Wanwang and Xiaoshi Huang, pursuant to which the Company agreed to transfer all of the equity interests in Wanwang to Xiaoshi Huang in consideration for US$40 million. Xiaoshi Huang also agreed to unconditionally and irrevocably release and discharge the Company and all of the Company's related parties from any and all claims, debts, obligations and liabilities arising from or in connection with the Contingent Payments under the Stock Purchase Agreement. Additionally, parties to the Share Transfer Agreement agreed that the results of operations of Wanwang from the closing of the transactions contemplated by the Stock Purchase Agreement up to August 31, 2023 shall be consolidated into the Company's results of operations, and since September 1, 2023, results of operations of Wanwang and any income or losses incurred by Wanwang shall be borne by Xiaoshi Huang.

The Company expects the transactions to close on or before June 30, 2024.

About China Liberal Education Holdings Limited

China Liberal is an educational services provider headquartered in Beijing, China. China Liberal provides a wide range of services, including technological consulting for Chinese universities to improve their campus information and data management systems, designed to enhance the teaching, operating, and management environment of the universities, thus establishing a "smart campus." Additionally, China Liberal offers tailored job readiness training for graduating students. For more information, please visit the Company's website at http://ir.chinaliberal.com/.

Forward-Looking Statements

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

Investor Relations Contact
China Liberal Education Holdings Limited
Email: ir@chinaliberal.com

Ascent Investor Relations LLC
Tina Xiao
President
Phone: +1 646-932-7242
Email: investors@ascent-ir.com


                                                                        
            
       CHINA LIBERAL EDUCATION HOLDINGS LIMITED


                                                                              
        
           CONSOLIDATED BALANCE SHEETS




                                                                                                                                               As of                        As of


                                                                                                                                               December                        December
                                                                                                                                            31,                       31,


                                                                                                                                           2023                      2022



              
                ASSETS



              
                CURRENT ASSETS



              Cash                                                                                                           $
           20,337,847        $
            12,121,824



              Account receivables, net                                                                                                 1,453,230                     954,603



              Advance to suppliers                                                                                                     3,521,176



              Inventories, net                                                                                                           167,493                     193,738



              Prepaid expenses and other current assets, net                                                                             114,732                     122,407



              Receivable from disposal of subsidiaries                                                                                40,000,000



              Current assets from discontinued operations                                                                                                         5,018,865



              
                TOTAL CURRENT ASSETS                                                                              $
           65,594,478        $
            18,411,437



              
                NON-CURRENT ASSETS



              Goodwill on acquisitions                                                                                                 6,747,543                   9,481,547



              Property and equipment, net                                                                                                  5,157                      19,785



              Intangible assets, net                                                                                                     351,680                     423,272



              Right-of-use assets                                                                                                        102,509                      13,107



              Non-current assets from discontinued operations                                                                                                    75,639,404



              
                TOTAL NON-CURRENT ASSETS                                                                           $
           7,206,889        $
            85,577,115





              
                TOTAL ASSETS                                                                                      $
           72,801,367       $
            103,988,552





              
                LIABILITIES AND SHAREHOLDERS' EQUITY



              
                CURRENT LIABILITIES



              Account payables                                                                                                  $
           571,432           $
            762,366



              Contract liabilities                                                                                                       212,473                     251,368



              Short-term bank loan                                                                                                        32,191                      20,784



              Taxes payable                                                                                                            1,438,658                   1,346,992



              Due to related parties                                                                                                   1,395,225                     390,550



              Lease liabilities                                                                                                           63,410                      10,887



              Loans from third parties                                                                                                 1,589,702                     975,716



              Accrued expenses and other current liabilities                                                                             928,816                   1,869,946



              Current liabilities from discontinued operations                                                                                                   14,359,841



              
                TOTAL CURRENT LIABILITIES                                                                          $
           6,231,907        $
            19,988,450





              
                NON-CURRENT LIABILITIES



              Lease liabilities                                                                                                           32,525



              Non-current liabilities from discontinued operations                                                                                               21,515,801



              
                TOTAL LIABILITIES                                                                                  $
           6,264,432        $
            41,504,251





              
                COMMITMENTS AND CONTINGENCIES





              
                SHAREHOLDERS' EQUITY



              Ordinary shares, $0.015 par value, 7.5 million shares authorized,                                                   $
           5,028             $
            3,228
    3,351,336 and 2,151,336 shares issued and outstanding at December
    31, 2023 and 2022, respectively*



              Additional paid-in capital*                                                                                             72,142,580                  63,219,380



              Statutory reserve                                                                                                        1,006,384                   1,006,384



              Accumulated deficits                                                                                                   (6,786,949)                (1,828,205)



              Accumulated other comprehensive income                                                                                     169,892                      83,514



              
                Total shareholders' equity                                                                        $
           66,536,935        $
            62,484,301





              
                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                        $
           72,801,367       $
            103,988,552

* Retrospectively restated for effect of share re-designation on November 30, 2023 and 1-for-15 reverse share split on January 19, 2024.


                                                                         
     
                CHINA LIBERAL EDUCATION HOLDINGS LIMITED


                                                              
              
       CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                                                                             (LOSS)




                                                                                                                                            For the years ended December 31,


                                                                                                                                    2023                        2022                   2021





              
                REVENUE                                                                                  $
              2,886,222         $
              5,218,283        $
          3,909,546



              
                COST OF REVENUE                                                                                    (1,235,370)                  (1,184,185)             (1,149,148)



              
                GROSS PROFIT                                                                                         1,650,852                     4,034,098                2,760,398





              
                OPERATING EXPENSES



              Allowance for doubtful accounts                                                                                     329,589                     (734,750)



              Selling expenses                                                                                                  (230,061)                    (282,099)               (152,759)



              General and administrative expenses                                                                             (2,684,903)                  (4,566,187)             (3,778,329)



              Total operating expenses                                                                                        (2,585,375)                  (5,583,036)             (3,931,088)





              
                LOSS FROM OPERATIONS                                                                                 (934,523)                  (1,548,938)             (1,170,690)





              
                OTHER (EXPENSES) INCOME



              Goodwill impairment                                                                                             (2,734,004)



              Interest income                                                                                                       2,043                        10,155                   94,195



              Interest expenses                                                                                                 (289,677)                    (136,588)                 (3,145)



              Government subsidy income                                                                                            11,254                         6,887



              Other income, net                                                                                                   122,828                     (149,728)                 129,793



              
                Total other (expenses) income, net                                                                 (2,887,556)                    (269,274)                 220,843





              
                Loss before income taxes                                                                           (3,822,079)                  (1,818,212)               (949,847)



              
                Income tax expenses                                                                                    (1,973)                    (460,040)               (300,034)



              
                Net loss from continuing operations                                                    $
              (3,824,052)      $
              (2,278,252)      $
         (1,249,881)



              
                Discontinued operations



              Net (loss) income from discontinued operations, net of                                                          (1,134,692)                      589,349
    tax



              
                Net loss                                                                               $
              (4,958,744)      $
              (1,688,903)      $
         (1,249,881)





              
                COMPREHENSIVE INCOME (LOSS)



              Total currency translation differences arising from                                                                  86,378                     (307,633)                 232,001
    consolidation



              
                TOTAL COMPREHENSIVE LOSS                                                               $
              (4,872,366)      $
              (1,996,536)      $
         (1,017,880)





              
                Loss per share



              Basic and diluted                                                                                        $
              (1.65)           $
              (1.94)          $
          (1.81)





              
                Weighted average number of shares outstanding



              Basic and diluted                                                                                                 2,321,643                     1,175,156                  691,238

* Retrospectively restated for effect of share re-designation on November 30, 2023 and 1-for-15 reverse share split on January 19, 2024.


                                                                          
         
       CHINA LIBERAL EDUCATION HOLDINGS LIMITED


                                                                            
         
       CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                                                                                                         For the years ended December 31,


                                                                                                                                  2023                      2022                       2021



              
                Cash flows from operating activities



              Net loss                                                                                           $
             (4,958,744)    $
              (1,688,903)       $
            (1,249,881)



              Net (loss) income from discontinued operations                                                     $
             (1,134,692)        $
              589,349



              Net loss from continuing operations                                                                $
             (3,824,052)    $
              (2,278,252)       $
            (1,249,881)



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



              Allowance for accounts receivable                                                                               (413,669)                    611,819



              Allowance for inventory                                                                                            18,975                       5,392                        1,101



              Allowance for prepaid expenses and other current                                                                   65,105                     122,930
    assets



              Depreciation of property and equipment                                                                             10,657                      47,056                       18,652



              Amortization of intangible assets                                                                                  63,111                      32,365



              Loss on disposal of subsidiaries                                                                                2,285,309



              Non-cash lease expenses                                                                                            37,399                      86,911                       91,386



              Loss from disposal of property and equipment                                                                                                                                 607



              Share-based compensation                                                                                                                   2,832,500                    2,288,251



              Goodwill impairment                                                                                             2,734,004



              Changes in operating assets and liabilities:



              Accounts receivable, net                                                                                        3,560,308                   1,416,032                  (1,504,828)



              Contract receivable, net                                                                                                                   1,898,236                    2,781,603



              Advance to suppliers                                                                                          (3,530,625)                  4,262,151                  (4,355,926)



              Inventories net                                                                                                     1,794                    (13,760)                     (9,469)



              Prepaid expenses and other current assets                                                                        (60,837)                   (54,548)                      33,653



              Accounts payable                                                                                                (169,622)                  (400,750)                      40,239



              Contract liabilities                                                                                            (974,788)                    654,742                      462,253



              Taxes payable                                                                                                     130,472                     642,372                       90,150



              Lease liabilities                                                                                                (41,829)                     97,222                     (67,754)



              Accrued expenses and other current liabilities                                                                  (272,172)                     35,656                     (40,842)



              
                Net cash provided by (used in) operating activities                                                (380,460)                  9,998,074                  (1,420,805)
    from continuing operations



              
                Net cash used in operating activities from                                                       (3,404,155)                (9,574,477)
    discontinued operations



              
                Net cash (used in) provided by operating activities                                              (3,784,615)                    423,597                  (1,420,805)





              
                Cash flows from investing activities



              Purchase of property and equipment                                                                                                                                       (4,439)



              Prepayment for acquisitions                                                                                                                                          (1,474,217)



              Acquisitions of subsidiaries, net of cash                                                                                               (31,938,273)



              Disposal of subsidiaries, net of cash                                                                         (2,173,659)



              Repayment of advance from related parties                                                                                                                              1,471,113



              
                Net cash used in investing activities from                                                       (2,173,659)               (31,938,273)                     (7,543)
    continuing operations



              
                Net cash used in investing activities from                                                          (63,930)                  (612,955)
    discontinued operations



              
                Net cash used in investing activities                                                            (2,237,589)               (32,551,228)                     (7,543)





              
                Cash flows from financing activities



              Proceeds from advance from a related party                                                                        320,041                                                   9,415



              Proceeds from loans from third parties                                                                          1,336,837                     996,610



              Repayment of loans from third parties                                                                           (313,177)



              Repayment of due to a related party                                                                                                         (91,308)



              Proceeds from short-term bank loans                                                                                26,155



              Net proceeds from issuance of ordinary shares                                                                   8,925,000                  11,989,949                   29,047,088



              
                Net cash provided by financing activities from                                                    10,294,856                  12,895,251                   29,056,503
    continuing operations



              
                Net cash provided by financing activities from                                                     2,422,573
    discontinued operations



              
                Net cash provided by financing activities                                                         12,717,429                  12,895,251                   29,056,503





              
                Effect of changes of foreign exchange rates on cash                                                  (7,449)                    204,030                       34,250



              
                Net increase (decrease) in cash                                                                    6,687,776                (19,028,350)                  27,662,405



              
                Cash, beginning of year                                                                           13,650,071                  32,678,421                    5,007,449



              
                Cash, end of year                                                                      $
             20,337,847      $
              13,650,071         $
            32,678,421





              
                Reconciliation of cash, beginning of year



              Cash from continuing operations                                                                     $
             12,121,824      $
              32,678,421          $
            5,007,449



              Cash from discontinued operations                                                                               1,528,247



              Cash, beginning of year                                                                             $
             13,650,071      $
              32,678,421          $
            5,007,449





              
                Reconciliation of cash, end of year



              Cash from continuing operations                                                                     $
             20,337,847      $
              12,121,824         $
            32,678,421



              Cash from discontinued operations                                                                                                          1,528,247



              Cash, end of year                                                                                   $
             20,337,847      $
              13,650,071         $
            32,678,421





              
                Supplemental disclosure of cash flow information:



              Cash paid for interest expense                                                                           $
             2,648           $
              2,399             $
            40,555



              Cash paid for income tax



              
                Supplemental disclosure of non-cash investing and
    financing activities



              Right-of-use assets obtained in exchange for                                                            $
             61,988
    operating lease obligations



              Acquisition in the form of shares                                                                                              $
              7,700,000

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SOURCE China Liberal Education Holdings Limited