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6-K 1 tm2522195d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2025

 

Commission File Number: 001-34900

 

 

TAL EDUCATION GROUP

 

 

TAL Building No.1

Courtyard No. 9, Qixin Middle Street, Changping District

Beijing 102200

People’s Republic of China

 

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

 

Form 20-F x Form 40-F ¨

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  TAL Education Group  
       
  By: /s/ Alex Zhuangzhuang Peng  
    Name: Alex Zhuangzhuang Peng  
    Title: President and Chief Financial Officer  

 

Date: July 31, 2025

 

 

 

Exhibit Index

 

Exhibit 99.1 - Press Release - TAL Education Group Announces Unaudited Financial Results for the First Fiscal Quarter Ended May 31, 2025

 

 

 

EX-99.1 2 tm2522195d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

TAL Education Group Announces Unaudited Financial Results for the

 

First Fiscal Quarter Ended May 31, 2025

 

(Beijing–July 31, 2025)—TAL Education Group (NYSE: TAL) (“TAL” or the “Company”), a smart learning solutions provider in China, today announced its unaudited financial results for the first quarter of fiscal year 2026 ended May 31, 2025.

 

Highlights for the First Quarter of Fiscal Year 2026

 

- Net revenues were US$575.0 million, compared to net revenues of US$414.2 million in the same period of the prior year.

 

- Income from operations was US$14.3 million, compared to loss from operations of US$17.3 million in the same period of the prior year.

 

- Non-GAAP income from operations, which excluded share-based compensation expenses, was US$25.1 million, compared to non-GAAP income from operations of US$0.9 million in the same period of the prior year.

 

- Net income attributable to TAL was US$31.3 million, compared to net income attributable to TAL of US$11.4 million in the same period of the prior year.

 

- Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, was US$42.0 million, compared to non-GAAP net income attributable to TAL of US$29.6 million in the same period of the prior year.

 

- Basic and diluted net income per American Depositary Share (“ADS”) were both US$0.05. Non-GAAP basic and diluted net income per ADS, which excluded share-based compensation expenses, were both US$0.07. Three ADSs represent one Class A common share.

 

- Cash, cash equivalents and short-term investments totaled US$3,472.8 million as of May 31, 2025, compared to US$3,618.4 million as of February 28, 2025.

 

 


 

Financial Data——First Quarter of Fiscal Year 2026

(In US$ thousands, except per ADS data and percentages)

 

    Three Months Ended  
    May 31,  
    2024     2025     Pct. Change  
Net revenues     414,187       574,999       38.8 %
(Loss)/Income from operations     (17,330 )     14,346       (182.8 %)
Non-GAAP income from operations     876       25,109       2766.3 %
Net income attributable to TAL     11,402       31,282       174.4 %
Non-GAAP net income attributable to TAL     29,608       42,045       42.0 %
Net income per ADS attributable to TAL – basic     0.02       0.05       173.8 %
Net income per ADS attributable to TAL – diluted     0.02       0.05       175.0 %
Non-GAAP net income per ADS attributable to TAL – basic     0.05       0.07       41.7 %
Non-GAAP net income per ADS attributable to TAL – diluted     0.05       0.07       42.4 %

 

“We achieved year-over-year revenue growth this quarter, driven by solid progress in both our learning services and AI-powered devices. This reflects our continued commitment to delivering high-quality learning experiences and fostering the long-term growth of our core businesses. The launch of new learning device models, including the P4, S4, and T4, helped our products reach a wider audience.” said Alex Peng, TAL’s President and Chief Financial Officer.

 

Mr. Peng added, “Looking ahead, we remain dedicated to driving innovation in the K-12 learning sector, adapting to evolving user needs and advancements in AI and technology.”

 

Financial Results for the First Quarter of Fiscal Year 2026

 

Net Revenues

 

In the first quarter of fiscal year 2026, TAL reported net revenues of US$575.0 million, representing a 38.8% increase from US$414.2 million in the first quarter of fiscal year 2025.

 

Operating Costs and Expenses

 

In the first quarter of fiscal year 2026, operating costs and expenses were US$561.5 million, representing a 29.9% increase from US$432.1 million in the first quarter of fiscal year 2025. Non-GAAP operating costs and expenses, which excluded share-based compensation expenses, were US$550.7 million, representing a 33.0% increase from US$413.9 million in the first quarter of fiscal year 2025.

 

Cost of revenues increased by 29.8% to US$259.6 million from US$200.0 million in the first quarter of fiscal year 2025. Non-GAAP cost of revenues, which excluded share-based compensation expenses, increased by 31.0% to US$258.9 million, from US$197.6 million in the first quarter of fiscal year 2025.

 

 


 

Selling and marketing expenses increased by 47.7% to US$180.8 million from US$122.4 million in the first quarter of fiscal year 2025. Non-GAAP selling and marketing expenses, which excluded share-based compensation expenses, increased by 50.5% to US$177.7 million, from US$118.1 million in the first quarter of fiscal year 2025.

 

General and administrative expenses increased by 10.4% to US$121.1 million from US$109.7 million in the first quarter of fiscal year 2025. Non-GAAP general and administrative expenses, which excluded share-based compensation expenses, increased by 16.1% to US$114.0 million, from US$98.2 million in the first quarter of fiscal year 2025.

 

Total share-based compensation expenses allocated to the related operating costs and expenses decreased by 40.9% to US$10.8 million in the first quarter of fiscal year 2026 from US$18.2 million in the same period of fiscal year 2025.

 

Gross Profit

 

Gross profit increased by 47.3% to US$315.4 million from US$214.2 million in the first quarter of fiscal year 2025. The gross margin for the first quarter of fiscal year 2026 was 54.9%, compared to 51.7% in the same period of the prior year.

 

(Loss)/Income from Operations

 

Income from operations was US$14.3 million in the first quarter of fiscal year 2026, compared to loss from operations of US$17.3 million in the first quarter of fiscal year 2025. Non-GAAP income from operations, which excluded share-based compensation expenses, was US$25.1 million, compared to Non-GAAP income from operations of US$0.9 million in the same period of the prior year.

 

Other Income

 

Other income was US$9.5 million for the first quarter of fiscal year 2026, compared to other income of US$13.2 million in the first quarter of fiscal year 2025.

 

Income Tax Expense

 

Income tax expense was US$11.1 million in the first quarter of fiscal year 2026, compared to US$2.3 million of income tax expense in the first quarter of fiscal year 2025.

 

Net Income Attributable to TAL Education Group

 

Net income attributable to TAL was US$31.3 million in the first quarter of fiscal year 2026, compared to net income attributable to TAL of US$11.4 million in the first quarter of fiscal year 2025. Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, was US$42.0 million, compared to Non-GAAP net income attributable to TAL of US$29.6 million in the first quarter of fiscal year 2025.

 

Basic and Diluted Net Income per ADS

 

Basic and diluted net income per ADS were both US$0.05 in the first quarter of fiscal year 2026. Non-GAAP basic and diluted net income per ADS, which excluded share-based compensation expenses, were both US$0.07 in the first quarter of fiscal year 2026.

 

Cash Flow

 

Net cash provided by operating activities for the first quarter of fiscal year 2026 was US$347.8 million.

 

 


 

Cash, Cash Equivalents, and Short-Term Investments

 

As of May 31, 2025, the Company had US$1,267.2 million of cash and cash equivalents and US$2,205.6 million of short-term investments, compared to US$1,771.3 million of cash and cash equivalents and US$1,847.1 million of short-term investments as of February 28, 2025.

 

Deferred Revenue

 

As of May 31, 2025, the Company’s deferred revenue balance was US$967.9 million, compared to US$671.2 million as of February 28, 2025.

 

Share Repurchase

 

In April 2025, the Company’s board of directors authorized to extend its share repurchase program launched in April 2021 by another 12 months. Pursuant to the extended share repurchase program, the Company may repurchase up to approximately US$490.7 million of its common shares through April 30, 2026. As of July 30, 2025, following the extension of the share repurchase program, the Company had repurchased 15,184,109 common shares at an aggregate consideration of approximately US$477.4 million under the share repurchase program.

 

Authorization of Share Repurchase Plan

 

On July 28, 2025, TAL’s board of directors authorized a new share repurchase plan under which the Company may repurchase up to US$600 million of the Company’s common shares over the next 12 months. The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The Company’s board of directors will review the share repurchase plan periodically, and may authorize adjustment of its terms and size. The Company plans to fund repurchases from its existing cash balance.

 

Conference Call

 

The Company will host a conference call and live webcast to discuss its financial results for the first fiscal quarter of fiscal year 2026 ended May 31, 2025 at 8:00 a.m. Eastern Time on July 31, 2025 (8:00 p.m. Beijing time on July 31, 2025). Please note that you will need to pre-register for conference call participation at https://register-conf.media-server.com/register/BI6ba336d6d0db4942b5ded26678ec673e. Upon registration, you will receive an email containing participant dial-in numbers and unique Direct Event Passcode. This information will allow you to gain immediate access to the call. Participants may pre-register at any time, including up to and after the call start time. A live and archived webcast of the conference call will be available on the Investor Relations section of TAL’s website at https://ir.100tal.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,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, TAL Education Group’s strategic and operational plans contain forward-looking statements. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about 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: the Company’s ability to continue to provide competitive learning services and products; the Company’s ability to continue to recruit, train and retain talents; the Company’s ability to improve the content of current course offerings and develop new courses; the Company’s ability to maintain and enhance its brand; the Company’s ability to maintain and continue to improve its teaching results; and the Company’s ability to compete effectively against its competitors. Further information regarding these and other risks is included in the Company’s reports filed with, or furnished to the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of this press release, and TAL Education Group undertakes no duty to update such information or any forward-looking statement, except as required under applicable law.

 

About TAL Education Group

 

TAL Education Group is a smart learning solutions provider in China. The acronym “TAL” stands for “Tomorrow Advancing Life”, which reflects our vision to promote top learning opportunities for students through both high-quality teaching and content, as well as leading edge application of technology in the education experience. TAL Education Group offers comprehensive learning solutions to students from all ages through diversified class formats. Our learning solutions mainly cover enrichment learnings programs and some academic subjects in and out of China. Our ADSs trade on the New York Stock Exchange under the symbol “TAL”.

 

About Non-GAAP Financial Measures

 

In evaluating its business, TAL considers and uses the following measures defined as non-GAAP financial measures by the SEC as supplemental metrics to review and assess its operating performance: non-GAAP cost of revenues, non-GAAP selling and marketing expenses, non-GAAP general and administrative expenses, non-GAAP operating costs and expenses, non-GAAP income from operations, non-GAAP net income attributable to TAL, non-GAAP basic and non-GAAP diluted net income per ADS. To present each of these non-GAAP measures, the Company excludes share-based compensation expenses. 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 the most comparable GAAP measures” set forth at the end of this release.

 

 


 

TAL believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based expenses that may not be indicative of its operating performance from a cash perspective. TAL 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 TAL’s historical performance and liquidity. TAL computes its non-GAAP financial measures using the same consistent method from quarter to quarter and from period to period. TAL believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using non-GAAP measures is that these non-GAAP measures exclude share-based compensation charges that have been and will continue to be for the foreseeable future a significant recurring expense in the Company’s business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

  

For further information, please contact:

 

Jackson Ding

Investor Relations

TAL Education Group

Tel: +86 10 5292 6669-8809 

Email: ir@tal.com

 

 


 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars)

 

   

As of

February 28,
2025

   

As of

May 31,
2025

 
ASSETS            
             
Current assets                
Cash and cash equivalents   $ 1,771,260     $ 1,267,182  
Restricted cash, current     187,846       258,530  
Short-term investments     1,847,120       2,205,649  
Inventory, net     104,876       136,984  
Amounts due from related parties, current     37       26  
Prepaid expenses and other current assets     215,781       231,742  
Total current assets     4,126,920       4,100,113  
Restricted cash, non-current     32,625       32,674  
Property and equipment, net     472,366       505,028  
Deferred tax assets     3,487       2,561  
Rental deposits     22,131       24,090  
Intangible assets, net     394       49,477  
Goodwill     155       44,819  
Land use rights, net     182,880       183,942  
Amounts due from related parties, non-current     96       97  
Long-term investments     305,105       374,991  
Long-term prepayments and other non-current assets     27,844       28,135  
Operating lease right-of-use assets     329,064       369,275  
Total assets   $ 5,503,067     $ 5,715,202  
                 
LIABILITIES AND EQUITY                
                 
Current liabilities                
Accounts payable   $ 146,300     $ 160,358  
Deferred revenue, current     624,272       929,866  
Amounts due to related parties, current     93       94  
Accrued expenses and other current liabilities     582,227       637,368  
Operating lease liabilities, current     88,453       98,468  
Total current liabilities     1,441,345       1,826,154  
Deferred revenue, non-current     46,955       38,004  
Deferred tax liabilities     3,474       5,419  
Operating lease liabilities, non-current     244,895       275,374  
Total liabilities     1,736,669       2,144,951  
                 
Equity                
Class A common shares     154       154  
Class B common shares     49       49  
Treasury stock     -       (8 )
Additional paid-in capital     4,294,819       4,051,486  
Statutory reserve     179,537       177,945  
Accumulated deficit     (624,078 )     (591,204 )
Accumulated other comprehensive loss     (83,914 )     (67,935 )
Total TAL Education Group’s equity     3,766,567       3,570,487  
Non-controlling interests     (169 )     (236 )
Total equity     3,766,398       3,570,251  
Total liabilities and equity   $ 5,503,067     $ 5,715,202  

 

 


 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share, ADS, per share and per ADS data)

 

   

For the Three Months Ended

May 31,

 
    2024     2025  

Net revenues

  $ 414,187     $ 574,999  
Cost of revenues (note 1)     200,008       259,571  
Gross profit     214,179       315,428  
Operating expenses (note 1)                
Selling and marketing     122,428       180,773  
General and administrative     109,682       121,119  
Total operating expenses     232,110       301,892  
Government subsidies     601       810  
(Loss)/Income from operations     (17,330 )     14,346  
Interest income, net     22,522       18,722  
Other income     13,151       9,472  
Impairment loss on long-term investments     (3,767 )     -  
Income before income tax expense and
loss from equity method investments
    14,576       42,540  
Income tax expense     (2,295 )     (11,078 )
Loss from equity method investments     (985 )     (255 )
Net income   $ 11,296     $ 31,207  
Add: Net loss attributable to non-controlling interests     106       75  
Total net income attributable to TAL Education Group   $ 11,402     $ 31,282  
Net income per common share                
Basic   $ 0.06     $ 0.15  
Diluted     0.06       0.15  
Net income per ADS (note 2)                
Basic   $ 0.02     $ 0.05  
Diluted     0.02       0.05  
Weighted average shares used in calculating net income per common share                
Basic     201,567,132       201,980,675  
Diluted     205,382,443       204,880,688  

 

 


 

Note1: Share-based compensation expenses are included in the operating costs and expenses as follows:

 

    For the Three Months  
    Ended May 31,  
    2024     2025  
Cost of revenues   $ 2,362     $ 622  
Selling and marketing expenses     4,375       3,071  
General and administrative expenses     11,469       7,070  
Total   $ 18,206     $ 10,763  

 

Note 2: Three ADSs represent one Class A common Share.

 

 


 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE (LOSS)/INCOME

(In thousands of U.S. dollars)

 

   

For the Three Months Ended

May 31,

 
    2024     2025  
Net income   $ 11,296     $ 31,207  
Other comprehensive (loss)/income, net of tax     (7,580 )     15,987  
Comprehensive income     3,716       47,194  
Add: Comprehensive (income)/loss attributable to non-controlling interests     (45 )     67  

Comprehensive income attributable to TAL Education Group

  $ 3,671     $ 47,261  

 

 


 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

CASH FLOWS

(In thousands of U.S. dollars)

 

   

For the Three Months
Ended

May 31,

 
    2024     2025  
Net cash provided by operating activities   $ 246,793     $ 347,785  
Net cash used in investing activities     (124,635 )     (527,309 )
Net cash provided by/(used in) financing activities     5       (254,104 )
Effect of exchange rate changes     (1,217 )     283  
                 
Net increase/(decrease) in cash, cash equivalents and restricted cash     120,946       (433,345 )
Cash, cash equivalents and restricted cash at the beginning of period     2,457,476       1,991,731  
                 
Cash, cash equivalents and restricted cash at the end of period   $ 2,578,422     $ 1,558,386  

 

 


 

TAL EDUCATION GROUP

Reconciliation of Non-GAAP Measures to the Most Comparable GAAP Measures

(In thousands of U.S. dollars, except share, ADS, per share and per ADS data)

 

   

For the Three Months

Ended May 31,

 
    2024     2025  
Cost of revenues   $ 200,008     $ 259,571  
Share-based compensation expenses in cost of revenues     2,362       622  
Non-GAAP cost of revenues     197,646       258,949  
                 
Selling and marketing expenses     122,428       180,773  
Share-based compensation expenses in selling and marketing expenses     4,375       3,071  
Non-GAAP selling and marketing expenses     118,053       177,702  
                 
General and administrative expenses     109,682       121,119  
Share-based compensation expenses in general and administrative expenses     11,469       7,070  
Non-GAAP general and administrative expenses     98,213       114,049  
                 
Operating costs and expenses     432,118       561,463  
Share-based compensation expenses in operating costs and expenses     18,206       10,763  
Non-GAAP operating costs and expenses     413,912       550,700  
                 
(Loss)/Income from operations     (17,330 )     14,346  
Share based compensation expenses     18,206       10,763  
Non-GAAP income from operations  (note 3)     876       25,109  
                 
Net income attributable to TAL Education Group     11,402       31,282  
Share based compensation expenses     18,206       10,763  
Non-GAAP net income attributable to TAL Education Group (note 3)   $ 29,608     $ 42,045  
                 
Net income per ADS                
Basic   $ 0.02     $ 0.05  
Diluted     0.02       0.05  
                 
Non-GAAP Net income per ADS                
Basic   $ 0.05     $ 0.07  
Diluted     0.05       0.07  
ADSs used in calculating net income per ADS            
Basic     604,701,396       605,942,025  
Diluted     616,147,329       614,642,064  
                 
ADSs used in calculating Non-GAAP net income per ADS                
Basic     604,701,396       605,942,025  
Diluted     616,147,329       614,642,064  

 

Note 3: The tax effect of share-based compensation expenses was immaterial in the first quarter of fiscal year 2026.