Ambow Education Holding Ltd.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
AMBO$1.43-3.7%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001213900-26-090008
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001213900-26-118013
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 69 previous paragraphs and 68 current paragraphs.
46 unchanged; 21 reworded; 1 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
Gross margin was 51.1%, 50.0%, 35.7% and 30.6% in the nine months ended September 30, 2025, and 2026 and the three months ended September 30, 2025, and 2026, respectively. The decrease in gross margin was primarily attributable to an increase in academic costs associated with the delivery of educational programs, which exceeded the growth in revenue during the period.
Removed paragraphs (2)
Previous report
Gross margin was 55.3%, 56.2%, 53.3% and 51.4% in the six months ended June 30, 2025, and 2026 and the three months ended June 30, 2025, and 2026, respectively. The higher gross margin for the six-month period in 2026 was mainly attributable to the higher profit margins in HybriU-related activities.
Previous report
There was no capitalization as additions to construction in progress as of June 30, 2026.
Reworded paragraphs (21)
Previous wording
For the six months ended June 30, 2026, net revenues increased by $0.1 million to $5.2 million from $5.1 million in the same period of 2025. The increase was primarily due to net revenues generated by educational program and services. For the three months ended June 30, 2026, net revenues decreased by $0.4 million to $2.4 million from $2.8 million in the same period of 2025. The decrease was primarily attributable to the decline in net revenues from HybriU licensing and sales, partially offset by growth in educational programs and services.
Current wording
For the nine months ended September 30, 2026, net revenues increased by $0.4 million to $6.9 million from $6.5 million in the same period of 2025. The increase was primarily due to net revenues generated by educational program and services. For the three months ended September 30, 2026, net revenues increased by $0.3 million to $1.7 million from $1.4 million in the same period of 2025. The increase was also primarily due to net revenues generated by educational program and services.
Previous wording
Net income for the six months ended June 30, 2026, was $0.3 million, compared to $1.9 million in the same period of 2025. Net loss for the three months ended June 30, 2026, was $0.1 million, compared to net income of $1.8 million in the same period of 2025. The decrease in net income for the six months ended June 30, 2026, and the net loss for the three months ended June 30, 2026, were primarily due to a one-time gain on lease settlement of $1.5 million for the first half of 2025.
Current wording
Net loss for the nine months ended September 30, 2026, was $0.5 million, compared to net income of $1.3 million in the same period of 2025. Net loss for the three months ended September 30, 2026, was $0.8 million, compared to $0.6 million in the same period of 2025.
Previous wording
There were no acquisitions or disposals during the six-month period ended June 30, 2026.
Current wording
There were no acquisitions or disposals during the nine-month period ended September 30, 2026.
Previous wording
In the six months ended June 30, 2025 and 2026 net revenues were $5.1 million, $5.2 million, respectively. The increase was primarily due to revenues generated by educational program and services. In the three months ended June 30, 2025 and 2026, net revenues were $2.8 million and $2.4 million, respectively. The decrease was primarily attributable to lower net revenues from HybriU licensing and sales, partially offset by growth in educational programs and services.
Current wording
In the nine months ended September 30, 2025 and 2026, net revenues were $6.5 million and $6.9 million, respectively. In the three months ended September 30, 2025 and 2026, net revenues were $1.4 million and $1.7 million, respectively. The increase was primarily due to revenues generated by educational program and services.
Previous wording
Gross profit was $2.8 million, $2.9 million, $1.5 million and $1.2 million in the six months ended June 30, 2025, and 2026 and the three months ended June 30, 2025, and 2026, respectively.
Current wording
Gross profit was $3.3 million, $3.4 million, $0.5 million and $0.5 million in the nine months ended September 30, 2025, and 2026 and the three months ended September 30, 2025, and 2026, respectively.
Previous wording
Selling and marketing expenses. Our selling and marketing expenses primarily consisted of expenses relating to advertising, seminars, marketing and promotional trips and other community activities for brand promotion purposes. Our selling and marketing expenses increased by 20.0% to $0.6 million for the six months ended June 30, 2026, from $0.5 million for the same period of 2025. The increases in selling and marketing expenses in the six months ended June 30, 2026 were primarily due to higher spending on digital marketing and advertising campaigns to promote brand awareness.
Current wording
Selling and marketing expenses. Our selling and marketing expenses primarily consisted of expenses relating to advertising, seminars, marketing and promotional trips and other community activities for brand promotion purposes. Our selling and marketing expenses increased by 25.0% to $1.0 million for the nine months ended September 30, 2026, from $0.8 million for the same period of 2025, and increased by 33.3% to $0.4 million for the three months ended September 30, 2026, from $0.3 million for the same period of 2025. The increases in selling and marketing expenses were primarily due to increased investment in NewSchool enrollment and the sales of HybriU, including higher spending on digital marketing and advertising campaigns to promote brand awareness.
Previous wording
*General and administrative expenses.*Our general and administrative expenses primarily consisted of compensation and benefits of administrative staff, amortization of intangibles, costs of third-party professional services, rental and utility payments relating to office and administrative functions, and depreciation and amortization of property and equipment used in our general and administrative activities, as well as bad-debt provision. Our general and administrative expenses decreased by 12.5% to $1.4 million for the six months ended June 30, 2026, from $1.6 million for the same period of 2025, and decreased by 25.0% to $0.6 million for the three months ended June 30, 2026, from $0.8 million for the same period of 2025. The decreases were primarily due to our continued cost control measures and efficient cost management.
Current wording
*General and administrative expenses.*Our general and administrative expenses primarily consisted of compensation and benefits of administrative staff, amortization of intangibles, costs of third-party professional services, rental and utility payments relating to office and administrative functions, and depreciation and amortization of property and equipment used in our general and administrative activities, as well as bad-debt provision. Our general and administrative expenses decreased by 8.7% to $2.1 million for the nine months ended September 30, 2026, from $2.3 million for the same period of 2025, and remained relatively flat at $0.7 million in each of the three months ended September 30, 2026 and 2025. The decreases was primarily due to our continued cost control measures and efficient cost management.
Previous wording
*Research and development.*Our research and development consisted of personnel-related expenses directly associated with our research and development organization, amortization of software technology used in research and development, and allocated overhead. Our research and development expenses increased to $0.4 million for the six months ended June 30, 2026, from $0.2 million for the same period of 2025, and increased to $0.2 million for the three months ended June 30, 2026, from $0.1 million for the same period of 2025. The increase was primarily driven by increased share-based compensation recognized in research and development expenses.
Current wording
*Research and development.*Our research and development consisted of personnel-related expenses directly associated with our research and development organization, amortization of software technology used in research and development, and allocated overhead. Our research and development expenses increased to $0.6 million for the nine months ended September 30, 2026, from $0.3 million for the same period of 2025, and increased to $0.2 million for the three months ended September 30, 2026, from $0.1 million for the same period of 2025. The increase was primarily driven by increased investment in HybriU and share-based compensation recognized in research and development expenses.
Previous wording
Six and three months ended June 30, 2026, compared with the six and three months ended June 30, 2025
Current wording
Nine and three months ended September 30, 2026, compared with the Nine and three months ended September 30, 2025
Previous wording
*Net revenues.*Net revenues increased by $0.1 million to $5.2 million for the six months ended June 30, 2026, from $5.1 million in the same period of 2025. The increases were primarily due to net revenues generated by Educational program and services. Net revenues decreased by $0.4 million to $2.4 million for the three months ended June 30, 2026, from $2.8 million in the same period of 2025. The decreases were primarily due to lower net revenues from HybriU licensing and sales, partially offset by growth in educational programs and services.
Current wording
*Net revenues.*Net revenues increased by $0.4 million to $6.9 million for the nine months ended September 30, 2026, from $6.5 million in the same period of 2025. Net revenues increased by $0.3 million to $1.7 million for the three months ended September 30, 2026, from $1.4 million in the same period of 2025. The increases were primarily due to net revenues generated by Educational program and services.
Previous wording
Cost of revenues. Cost of revenues amounted to $2.3 million for the six months ended June 30, 2026, remaining relatively flat compared to $2.3 million in the same period of 2025. For the three months ended June 30, 2026, cost of revenues decreased by $0.1 million to $1.2 million, from $1.3 million in the same period of 2025.
Current wording
Cost of revenues. Cost of revenues increased by $0.2 million to $3.4 million for the nine months ended September 30, 2026, from $3.2 million in the same period of 2025. For the three months ended September 30, 2026, cost of revenues increased by $0.3 million to $1.2 million, from $0.9 million in the same period of 2025.
Previous wording
*Gross profit.*Gross profit increased to $2.9 million in the six months ended June 30, 2026, from $2.8 million in the same period of 2025, and decreased to $1.2 million in the three months ended June 30, 2026, from $1.5 million in the same period of 2025.
Current wording
*Gross profit.*Gross profit increased to $3.4 million in the nine months ended September 30, 2026, from $3.3 million in the same period of 2025, and remained relatively flat at $0.5 million in each of the three months ended September 30, 2026 and 2025.
Previous wording
*Gross profit margin.*Gross margin increased to 56.2% in the six months ended June 30, 2026, from 55.3% in the same period of 2025, and decreased to 51.4% in the three months ended June 30, 2026, from 53.3% in the same period of 2025.
Current wording
*Gross profit margin.*Gross margin decreased to 50.0% in the nine months ended September 30, 2026, from 51.1% in the same period of 2025, and decreased to 30.6% in the three months ended September 30, 2026, from 35.7% in the same period of 2025.
Previous wording
Operating expenses. Total operating expenses increased by 13.0% to $2.6 million for the six months ended June 30, 2026 from $2.3 million for the same period of 2025, and increased by 27.3% to $1.4 million for the three months ended June 30, 2026 from $1.1 million for the same period of 2025. The analysis of changes is listed below.* *
Current wording
Operating expenses. Total operating expenses increased by 11.4% to $3.9 million for the nine months ended September 30, 2026 from $3.5 million for the same period of 2025, and increased by 18.2% to $1.3 million for the three months ended September 30, 2026 from $1.1 million for the same period of 2025. The analysis of changes is listed below.* *
Previous wording
Income / (loss). In line with the above-mentioned factors, there was an income of $0.3 million for the six months ended June 30, 2026, compared with the income of $1.9 million in the same period of 2025. Loss for the three months ended June 30, 2026 was $0.1 million, compared with the income of $1.8 million in the same period of 2025.
Current wording
Income / (loss). In line with the above-mentioned factors, there was a loss of $0.5 million for the nine months ended September 30, 2026, compared with the income of $1.3 million in the same period of 2025. Loss for the three months ended September 30, 2026 was $0.8 million, compared with $0.6 million in the same period of 2025.
Previous wording
As of June 30, 2026, our consolidated current assets exceeded consolidated current liabilities by $5.5 million. With certain non-cash payment adjustments excluded, there would have been a positive working capital balance as of June 30, 2026. Our consolidated net assets were $8.6 million as of June 30, 2026.
Current wording
As of September 30, 2026, our consolidated current assets exceeded consolidated current liabilities by $3.9 million. With certain non-cash payment adjustments excluded, there would have been a positive working capital balance as of September 30, 2026. Our consolidated net assets were $7.9 million as of September 30, 2026.
Previous wording
Our principal sources of liquidity were cash provided by operating activities and bank borrowings. We had net cash provided by $1.0 million and net cash used in operating activities of $0.1 million for the six months ended June 30, 2025 and 2026, respectively. As of June 30, 2026, we had $4.5 million in unrestricted cash and cash equivalents and $2.7 million in restricted cash.
Current wording
Our principal sources of liquidity were cash and cash equivalents, short-term investments and bank borrowings. We had net cash used in operating activities of $1.4 million and $0.7 million for the nine months ended September 30, 2025 and 2026, respectively. As of September 30, 2026, we had $2.4 million in unrestricted cash and cash equivalents, $2.7 million in restricted cash and $1.0 million of short-term investments in the form of time deposits with maturities within 12 months.
Previous wording
Our operating results for future periods are subject to numerous uncertainties, and it is uncertain if we will be able to maintain a net income position for the foreseeable future. If management is not able to increase revenue and/or manage costs and operating expenses in line with revenue forecasts, we may not be able to maintain profitability.
Current wording
Our operating results for future periods are subject to numerous uncertainties, and it is uncertain if we will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenue and/or manage costs and operating expenses in line with revenue forecasts, we may not be able to achieve profitability.
Previous wording
The weighted average interest rate of the borrowings outstanding was 6.28% and 6.29% per annum as of December 31, 2025 and June 30, 2026, respectively. The fair values of the borrowings approximate their carrying amounts. The weighted average borrowings for the six months ended June 30, 2025, and 2026 were $3.0 million and $3.4 million, respectively.
Current wording
The weighted average interest rate of the borrowings outstanding was 6.28% and 6.29% per annum as of December 31, 2025 and September 30, 2026, respectively. The fair values of the borrowings approximate their carrying amounts. The weighted average borrowings for the nine months ended September 30, 2025, and 2026 were $3.3 million and $3.4 million, respectively.
Previous wording
As of June 30, 2026, we employed eight full-time and part-time software and educational professionals. We spent $0.2 million and $0.4 million on research and development expenses for the six months ended June 30, 2025 and 2026, respectively.
Current wording
As of September 30, 2026, we employed eight full-time and part-time software and educational professionals. We spent $0.3 million and $0.6 million on research and development expenses for the nine months ended September 30, 2025 and 2026, respectively.
Previous wording
For a discussion of significant recent trends in our financial condition and results of operations, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results” and “Condition and Results of Operations —Liquidity and Capital Resources.”
Current wording
For a discussion of significant recent trends in our financial condition and results of operations, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”