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 April 2009

Commission File Number: 001-32993

 

 

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

 

 

No. 6 Hai Dian Zhong Street

Haidian District

Beijing 100080, People’s Republic of China

(Address of principal executive offices)

 

 

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

Form 20-F      X                Form 40-F              

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

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

 

 

 


SIGNATURE

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

 

New Oriental Education & Technology Group Inc.
By:  

/s/ Louis T. Hsieh

Name:   Louis T. Hsieh
Title:   Chief Financial Officer

Date: April 27, 2009

 

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Exhibit Index

Exhibit 99.1—Press Release

 

3


Exhibit 99.1

New Oriental Announces Results for the Third Fiscal Quarter

Ended February 28, 2009

Net Revenues Increased by 36.1% Year-Over-Year

Non-GAAP Net Income Increased by 4.3% Year-Over-Year

GAAP Net Income Decreased by 10.3% Year-Over-Year

Beijing, April 21, 2009 — New Oriental Education and Technology Group Inc. (“New Oriental” or the “Company”) (NYSE: EDU), the largest provider of private educational services in China, today announced its unaudited financial results for the fiscal quarter ended February 28, 2009, which is the third quarter for New Oriental’s fiscal year 2009.

Highlights for the Fiscal Quarter Ended February 28, 2009

 

   

Total net revenues increased by 36.1% year-over-year to US$65.4 million from US$48.1 million in the same period of the prior fiscal year.

 

   

Net income excluding share-based compensation expenses (“Non-GAAP”) increased by 4.3% year-over-year to US$14.5 million from US$13.9 million in the same period of the prior fiscal year. GAAP net income decreased by 10.3% year-over-year to US$10.4 million from US$11.6 million in the same period of the prior fiscal year.

 

   

Non-GAAP income from operations increased by 2.4% year-over-year to US$12.8 million from US$12.5 million in the same period of the prior fiscal year. GAAP income from operations decreased by 14.7% year-over-year to US$8.7 million from US$10.2 million in the same period of the prior fiscal year.

 

   

Non-GAAP basic and diluted earnings per ADS were US$0.39 and US$0.38, respectively. GAAP basic and diluted earnings per ADS were US$0.28 and US$0.27, respectively. Each ADS represents four common shares of the Company.

 

   

Total student enrollments in language training and test preparation courses increased by 31.0% year-over-year to approximately 351,700 from approximately 268,400 in the same period of the prior fiscal year.

 

   

The total number of schools and learning centers increased by ten to 257 in the quarter ended February 28, 2009, up from 247 as of the end of the prior quarter. New Oriental opened a kindergarten in Nanjing and added a net of nine learning centers during the quarter. This brings the total number of schools and learning centers to 47 and 210, respectively, as of February 28, 2009.

 

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Financial Summary — Third Fiscal Quarter 2009 and First Nine Months of FY2009

(US$ 000, except per ADS data and student enrollments)

 

     Q3 of FY2009    Q3 of FY2008    Pct. Change  

Net revenues

   65,449    48,098    36.1 %

Non-GAAP net income (1)

   14,481    13,886    4.3 %

GAAP net income

   10,409    11,603    -10.3 %

Non-GAAP operating income (1)

   12,760    12,463    2.4 %

GAAP operating income

   8,688    10,180    -14.7 %

Non-GAAP net income per ADS basic (1)(2)

   0.39    0.37    5.3 %

Non-GAAP net income per ADS diluted (1)(2)

   0.38    0.35    7.2 %

GAAP net income per ADS basic (2)

   0.28    0.31    -9.4 %

GAAP net income per ADS diluted (2)

   0.27    0.29    -7.8 %

Total student enrollments in language training and test preparation courses

   351,700    268,400    31.0 %

 

     YTD 9-Mo FY2009    YTD 9-Mo FY2008    Pct. Change  

Net revenues

   233,141    160,835    45.0 %

Non-GAAP net income (1)

   70,644    53,247    32.7 %

GAAP net income

   58,376    47,251    23.5 %

Non-GAAP operating income (1)

   70,691    51,387    37.6 %

GAAP operating income

   58,423    45,391    28.7 %

Non-GAAP net income per ADS basic (1)(2)

   1.90    1.42    33.6 %

Non-GAAP net income per ADS diluted (1)(2)

   1.84    1.36    35.6 %

GAAP net income per ADS basic (2)

   1.57    1.26    24.4 %

GAAP net income per ADS diluted (2)

   1.52    1.21    26.2 %

Total student enrollments in language training and test preparation courses

   1,189,300    966,500    23.1 %

 

(1) New Oriental provides net income, operating income, net income per ADS on a Non-GAAP basis that excludes share-based compensation expenses to reflect meaningful supplemental information regarding its operating performance and liquidity. 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.
(2) Each ADS represents four common shares.

“During this quarter, the economic slowdown in China had a greater than anticipated effect on our adult English courses. To reflect our revised expectations, in mid-February 2009, we issued a press release adjusting our third fiscal quarter 2009 revenue guidance downwards to the range of US$62 million to US$65 million. As it turns out, adult English enrollments for the quarter were approximately 50,300, up slightly from approximately 50,100 in the year ago period, but below our prior expectations,” said Michael Yu, New Oriental’s Chairman and Chief Executive Officer. “Furthermore, our financial results were negatively impacted by the early timing of Chinese New Year this year which occurred on January 26, 2009, almost two weeks earlier than last year. Several of our schools, including our second largest school in Shanghai, experienced a dramatic slowdown in enrollments and revenues in the

 

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second half of January due to scheduling problems with class start times resulting from the compressed time frame between when students completed their regular school sessions and the early Chinese New Year holidays. Despite these challenges, we are pleased to report revenue increased 36.1% year-over-year to US$65.4 million, exceeding the top end of the revised guidance range. In addition, we are pleased that a strong bounce back in enrollments in February boosted total student enrollments in language training and test preparation courses for the quarter to about 351,700, an increase of 31% year-over-year.”

Mr. Yu continued, “Despite the challenging global economic conditions, we continue to benefit from Chinese families’ strong demand for education services for their children. Enrollments in our POP Kids English program were up over 48% year-over-year to approximately 85,800 during this quarter. To further expand capacity in our POP Kids English program, we added a net of nine learning centers in various cities. We are also pleased with the continued excellent progress in our middle and high school all-subjects training programs and gaokao test preparation courses. During this quarter, these programs had enrollments in non-English courses of over 23,000. For the first nine months of fiscal year 2009, we had approximately 45,000 non-English enrollments for middle and high school courses and we have already achieved our target of 40,000 to 50,000 enrollments for non-English courses for the whole fiscal year 2009, with one quarter still to come.”

Financial Results for the Fiscal Quarter Ended February 28, 2009

For the third fiscal quarter of 2009, New Oriental reported net revenues of US$65.4 million, representing a 36.1% increase year-over-year.

Net revenues from educational programs and services for the third fiscal quarter were US$60.0 million, representing a 34.7% increase year-over-year. The growth was mainly driven by the increase in the number of student enrollments in language training and test preparation courses. Total student enrollments in language training and test preparation courses in the third quarter of fiscal year 2009 increased by 31.0% year-over-year to approximately 351,700.

Non-GAAP operating costs and expenses for the quarter were US$52.7 million, a 47.9% increase year-over-year. GAAP operating costs and expenses for the quarter were US$56.8 million, a 49.7% increase year-over-year.

Cost of revenues increased by 40.9% year-over-year to US$26.0 million, primarily due to the increased number of courses and the greater number of schools and learning centers in operation.

Selling and marketing expenses increased by 51.9% year-over-year to US$10.5 million, primarily due to brand promotion expenses.

Non-GAAP general and administrative expenses were US$16.0 million, a 55.0% increase year-over-year. GAAP general and administrative expenses for the quarter increased by 61.4% year-over-year to US$20.2 million, primarily due to increased headcount as the Company expanded its network of schools and learning centers.

 

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Total share-based compensation expenses, which were allocated to operating costs and expenses, increased to US$4.1 million in the third quarter of fiscal year 2009 from US$2.3 million in the same period of the prior fiscal year.

Non-GAAP income from operations for the quarter was US$12.8 million, a 2.4% increase from US$12.5 million in the same period of the prior fiscal year. GAAP income from operations for the quarter was US$8.7 million, a 14.7% decrease from US$10.2 million in the same period of the prior fiscal year.

Non-GAAP operating margin for the quarter was 19.5%, compared to 25.9% in the same period of the prior fiscal year. GAAP operating margin for the quarter was 13.3%, compared to 21.2% in the same period of the prior fiscal year. The decline of operating margin was primarily due to decreased operating efficiency as the growth in operating costs and expenses outpaced the revenue growth.

Non-GAAP net income was US$14.5 million, representing a 4.3% increase from the same period of the prior fiscal year. Basic and diluted earnings per ADS excluding share-based compensation expenses (Non-GAAP) were US$0.39 and US$0.38, respectively.

GAAP net income for the quarter was US$10.4 million, representing a 10.3% decrease from the same period of the prior fiscal year. Basic and diluted earnings per ADS were US$0.28 and US$0.27, respectively.

Capital expenditures for the quarter were US$4.4 million, which was primarily used to add one new school and a net of 9 learning centers.

As of February 28, 2009, New Oriental had cash and cash equivalents of US$224.0 million. In addition, the company had US$62.5 million in term deposits at the end of the quarter. Net operating cash in-flow for the third quarter of fiscal year 2009 was US$21.7 million, an increase of 32.9% as compared to US$16.3 million during the same period of the prior fiscal year.

The deferred revenue balance, which is cash collected from registered students for courses and recognized proportionally as revenue as the instructions are delivered, at the end of the third quarter of fiscal year 2009 was US$55.4 million, a 54.8% increase year-over-year.

Financial Results for the Nine Months Ended February 28, 2009

For the nine months ended February 28, 2009, New Oriental reported net revenues of US$233.1 million, a 45.0% increase year-over-year.

Total student enrollments in language training and test preparation courses for the nine months ended February 28, 2009 increased by 23.1% year-over-year to approximately 1,189,300 from approximately 966,500 in the nine months ended February 29, 2008.

Non-GAAP income from operations for the nine months ended February 28, 2009 was US$70.7 million, a 37.6% increase year-over-year. GAAP income from operations for the nine months ended February 28, 2009 was US$58.4 million, a 28.7% increase year-over-year.

 

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Non-GAAP operating margin for the nine months ended February 28, 2009 was 30.3%, compared to 32.0% for the nine months ended February 29, 2008. GAAP operating margin for the nine months ended February 28, 2009 was 25.1%, compared to 28.2% for the nine months ended February 29, 2008.

Non-GAAP net income for the nine months ended February 28, 2009 was US$70.6 million, a 32.7% increase year-over-year. Non-GAAP basic and diluted earnings per ADS for the nine months ended February 28, 2009 were US$1.90 and US$1.84, respectively.

GAAP net income for the nine months ended February 28, 2009 was US$58.4 million, representing a 23.5% increase year-over-year. GAAP basic and diluted earnings per ADS for the nine months ended February 28, 2009 were US$1.57 and US$1.52, respectively.

Outlook for the Fourth Quarter of Fiscal Year 2009

New Oriental expects its total net revenues in the fourth quarter of fiscal year 2009 (March 1, 2009 to May 31, 2009) to be in the range of US$50.5 million to US$53.5 million, representing year-over-year growth in the range of 25.7% to 33.2%, respectively. This forecast reflects New Oriental’s current and preliminary view, which is subject to change.

Conference Call Information

New Oriental’s management will host an earnings conference call at 8 AM on April 21, 2009, U.S. Eastern Time (8 PM on April 21, 2009, Beijing/Hong Kong time).

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

 

US:    +1-617-597-5358
Hong Kong:    +852-3002-1672
UK:    +44-207-365-8426

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

A replay of the conference call may be accessed by phone at the following number until April 28, 2009:

 

International:   +1-617-801-6888
Passcode:   13625330

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

About New Oriental

New Oriental is the largest provider of private educational services in China based on the number of program offerings, total student

 

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enrollments and geographic presence. New Oriental offers a wide range of educational programs, services and products consisting primarily of English and other foreign language training, test preparation courses for major admissions and assessment tests in the United States, the PRC and Commonwealth countries, primary and secondary school education, development and distribution of educational content, software and other technology, and online education. New Oriental’s ADSs, each of which represents four common shares, currently trade on the New York Stock Exchange under the symbol “EDU.”

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

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the outlook for the fourth quarter of fiscal year 2009 and quotations from management in this announcement, as well as New Oriental’s strategic and operational plans, contain forward-looking statements. New Oriental may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about New Oriental’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our growth strategies; our future business development, results of operations and financial condition; our ability to attract students without a significant decrease in course fees; our ability to continue to hire, train and retain qualified teachers; our ability to maintain and enhance our “New Oriental” brand; our ability to effectively and efficiently manage the expansion of our school network and successfully execute our growth strategy; the outcome of ongoing, or any future, litigation or arbitration, including those relating to copyright and other intellectual property rights; competition in the private education sector in China; changes in our revenues and certain cost or expense items as a percentage of our revenues; the expected growth of the Chinese private education market; and Chinese governmental policies relating to private educational services and providers of such services. Further information regarding these and other risks is included in our annual report on Form 20-F and other documents furnished or filed with the Securities and Exchange Commission. New Oriental does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release and in the attachments is as of the date of this press release, and New Oriental undertakes no duty to update such information, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement New Oriental’s consolidated financial results presented in accordance with GAAP, New Oriental uses the following measures defined as Non-GAAP financial measures by the SEC: net income excluding share-based compensation expenses, income from operations excluding share-based compensation expenses, operating margin excluding share-based compensation expenses, general and administrative expenses excluding share-based compensation expenses, total operating costs and expenses excluding

 

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share-based compensation expenses and basic and diluted earnings per ADS excluding 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.

New Oriental believes that these Non-GAAP financial measures provide meaningful supplemental information regarding its operating performance and liquidity by excluding share-based compensation expenses that may not be indicative of its operating performance from a cash perspective. New Oriental believes that both management and investors benefit from referring to these Non-GAAP financial measures in assessing its operating performance and when planning and forecasting future periods. These Non-GAAP financial measures also facilitate management’s internal comparisons to New Oriental’s historical performance and liquidity. New Oriental will compute its Non-GAAP financial measures using the same consistent method from quarter to quarter. New Oriental believes these Non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using Non-GAAP financial measures excluding share-based compensation expenses is that share-based compensation charge has been and will continue to be for the foreseeable future a significant recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amount excluded from each Non-GAAP measure. The accompanying tables have more details on the reconciliations between Non-GAAP financial measures and their most comparable GAAP financial measures.

Contacts

For investor and media inquiries, please contact:

In China:

Ms. Sisi Zhao

New Oriental Education and Technology Group Inc.

Tel: +86-10-6260-5566 x 8203

Email: zhaosisi@staff.neworiental.org

Ms. Cynthia He

Brunswick Group LLC

Tel: +86-10-6566-9504

Email: edu@brunswickgroup.com

In the U.S.:

Mr. Michael Guerin

Brunswick Group LLC

Tel: +1-212-333-3810

Email: mguerin@brunswickgroup.com

 

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NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

     As of February 28
2009
   As of November 30
2008
     (Unaudited)    (Unaudited)
     USD    USD

ASSETS:

     

Current assets:

     

Cash and cash equivalents

   223,955    182,831

Restricted cash

   531    531

Term deposits

   62,549    86,536

Accounts receivable, net

   1,375    1,315

Inventory

   14,514    12,866

Deferred tax assets-Current

   1,141    —  

Prepaid expenses and other current assets

   16,053    16,131
         

Total current assets

   320,118    300,210

Property, plant and equipment, net

   109,373    107,988

Land use right, net

   3,499    3,527

Amounts due from related parties

   395    396

Deferred tax assets

   1,833    1,570

Long term prepaid rent

   1,439    738

Intangible assets

   909    955

Goodwill

   2,159    2,163

Long term investment

   2    2
         

Total assets

   439,727    417,549
         

LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS’ EQUITY

     

Current liabilities:

     

Accounts payable-trade

   9,194    8,139

Accrued expenses and other current liabilities

   28,426    25,121

Income tax payable

   4,962    4,268

Amount due to related parties

   54    9

Deferred revenue

   55,423    52,660
         

Total current liabilities

   98,059    90,197

Total liabilities

   98,059    90,197
         

Total shareholders’ equity

   341,668    327,352
         

Total liabilities, minority interest and shareholders’ equity

   439,727    417,549
         


NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

 

     For the Three Months
Ended February 28
2009
    For the Three Months
Ended February 29
2008
 
     (Unaudited)     (Unaudited)  
     USD     USD  

Net Revenues:

    

Educational Programs and services

   59,998     44,555  

Books and others

   5,451     3,543  
            

Total net revenues

   65,449     48,098  
            

Operating costs and expenses (note 1):

    

Cost of revenues

   26,035     18,475  

Selling and marketing

   10,547     6,942  

General and administrative

   20,179     12,501  
            

Total operating costs and expenses

   56,761     37,918  
            

Operating income

   8,688     10,180  
            

Other income, net

   1,927     2,303  

Provision for income taxes

   (206 )   (922 )

Minority interest, net of taxes

   —       42  
            

Net Income

   10,409     11,603  
            

Net income per share-basic

   0.07     0.08  
            

Net income per share-diluted

   0.07     0.07  
            

Net income per ADS-basic (note 2)

   0.28     0.31  
            

Net income per ADS-diluted (note 2)

   0.27     0.29  
            


Notes:

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

 

     For the Three Months
Ended February 28
2009
    For the Three Months
Ended February 29
2008
     (Unaudited)     (Unaudited)
     USD     USD

Cost of revenues

   (135 )   60

Selling and marketing

   48     59

General and administrative

   4,159     2,164
          

Total

   4,072     2,283
          

Note 2: Each ADS represents four common shares.


NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE

GAAP MEASURES

(In thousands except share and per ADS amounts)

 

     For the Three Months
Ended February 28
2009
    For the Three Months
Ended February 29
2008
 
     (Unaudited)     (Unaudited)  
     USD     USD  

General and administrative expenses

   20,179     12,501  

Share-based compensation expense in general and administrative expenses

   4,159     2,164  

Non-GAAP general and administrative expenses

   16,020     10,337  

Total operating costs and expenses

   56,761     37,918  

Share-based compensation expenses

   4,072     2,283  

Non-GAAP operating costs and expenses

   52,689     35,635  

Operating income

   8,688     10,180  

Share-based compensation expenses

   4,072     2,283  

Non-GAAP operating income

   12,760     12,463  

Operating margin

   13.3 %   21.2 %

Non-GAAP operating margin

   19.5 %   25.9 %

Net income

   10,409     11,603  

Share-based compensation expense

   4,072     2,283  

Non-GAAP net income

   14,481     13,886  

Net income per ADS - basic (note 1)

   0.28     0.31  

Net income per ADS - diluted (note 1)

   0.27     0.29  

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

   0.39     0.37  

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

   0.38     0.35  

Weighted average shares used in calculating basic net income per ADS (note 1)

   149,185,159     150,657,358  

Weighted average shares used in calculating diluted net income per ADS (note 1)

   153,095,816     157,333,384  

Non-GAAP Income per share - basic

   0.10     0.09  

Non-GAAP Income per share - diluted

   0.09     0.09  

Note 1: Each ADS represents four common shares.


NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

 

     For the Nine Months
Ended February 28
2009
    For the Nine Months
Ended February 29
2008
 
     (Unaudited)     (Unaudited)  
     USD     USD  

Net Revenues:

    

Educational Programs and services

   215,052     148,691  

Books and others

   18,089     12,144  
            

Total net revenues

   233,141     160,835  
            

Operating costs and expenses (note 1):

    

Cost of revenues

   86,240     59,550  

Selling and marketing

   28,697     18,125  

General and administrative

   59,781     37,769  
            

Total operating costs and expenses

   174,718     115,444  
            

Operating income

   58,423     45,391  
            

Other income, net

   6,395     6,182  

Provision for income taxes

   (6,843 )   (4,450 )

Minority interest, net of taxes

   401     128  
            

Net Income

   58,376     47,251  
            

Net income per share-basic

   0.39     0.32  
            

Net income per share-diluted

   0.38     0.30  
            

Net income per ADS-basic (note 2)

   1.57     1.26  
            

Net income per ADS-diluted (note 2)

   1.52     1.21  
            


Notes:

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

 

     For the Nine Months
Ended February 28
2009
   For the Nine Months
Ended February 29
2008
     (Unaudited)    (Unaudited)
     USD    USD

Cost of revenues

   178    501

Selling and marketing

   162    185

General and administrative

   11,928    5,310
         

Total

   12,268    5,996
         

Note 2: Each ADS represents four common shares.


NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE

GAAP MEASURES

(In thousands except share and per ADS amounts)

 

     For the Nine Months
Ended February 28
2009
    For the Nine Months
Ended February 29
2008
 
     (Unaudited)     (Unaudited)  
     USD     USD  

General and administrative expenses

   59,781     37,769  

Share-based compensation expense in general and administrative expenses

   11,928     5,310  

Non-GAAP general and administrative expenses

   47,853     32,459  

Total operating costs and expenses

   174,718     115,444  

Share-based compensation expenses

   12,268     5,996  

Non-GAAP operating costs and expenses

   162,450     109,448  

Operating income

   58,423     45,391  

Share-based compensation expenses

   12,268     5,996  

Non-GAAP operating income

   70,691     51,387  

Operating margin

   25.1 %   28.2 %

Non-GAAP operating margin

   30.3 %   32.0 %

Net income

   58,376     47,251  

Share-based compensation expense

   12,268     5,996  

Non-GAAP net income

   70,644     53,247  

Net income per ADS - basic (note 1)

   1.57     1.26  

Net income per ADS - diluted (note 1)

   1.52     1.21  

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

   1.90     1.42  

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

   1.84     1.36  

Weighted average shares used in calculating basic net income per ADS (note 1)

   148,906,915     149,997,779  

Weighted average shares used in calculating diluted net income per ADS (note 1)

   153,509,461     156,839,600  

Non-GAAP Income per share - basic

   0.47     0.35  

Non-GAAP Income per share - diluted

   0.46     0.34  

Note 1: Each ADS represents four common shares.