Mynd(US:MYND)2023-04-28 20:16PART I Key Information This section details Gravitas Education Holdings, Inc.'s (GEHI) structure as a Cayman Islands holding company operating in China through subsidiaries and a Variable Interest Entity (VIE), highlighting the 2022 Divestiture and presenting key financial data while addressing regulatory risks - GEHI is a Cayman Islands holding company, not a Chinese operating company. It conducts business in mainland China through subsidiaries and contractual arrangements with a Variable Interest Entity (VIE). Investors hold equity in the Cayman entity, not the Chinese operating entities24 - In March and April 2022, the company executed the "2022 Divestiture," unwinding its historical VIE agreements to divest its directly operated kindergarten business in mainland China. This strategic shift was to address compliance requirements and transition to an educational services output platform. The divested kindergartens are now customers under new 15-year service agreements2640 - Following the 2022 Divestiture, the company entered into new contractual arrangements with Zhudou Investment (the "new VIE") in April 2022 for licensing purposes. Revenues from the new VIE accounted for 0.9% of total revenues from continuing operations in 202227 - The company's auditor, Marcum Asia CPAs LLP, is based in New York and is inspectable by the PCAOB. Therefore, the company does not expect to be identified as a Commission-Identified Issuer under the Holding Foreign Companies Accountable Act (HFCAA) for the fiscal year 202233 Selected Consolidated Financial Data (Continuing Operations) | Indicator | 2020 (USD thousands) | 2021 (USD thousands) | 2022 (USD thousands) | | :--- | :--- | :--- | :--- | | Total net revenues | 42,426 | 51,905 | 50,014 | | Gross (loss)/profit | (1,021) | 2,505 | 4,460 | | Operating (loss) | (29,725) | (17,425) | (80,090) | | Net loss from continuing operations | (26,829) | (19,577) | (79,196) | | Net (loss) income | (41,183) | 3,529 | (45,883) | | Total Assets | 302,491 | 283,076 | 80,673 | | Total Liabilities | 224,824 | 203,920 | 55,774 | | Total Equity | 67,679 | 74,214 | 24,788 | Condensed Consolidating Financial Data for Continuing Operations (2022) | (USD in thousands) | Parent (GEHI) | Subsidiaries | VIE | Eliminations | Consolidated Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Net revenues | — | 49,582 | 6,441 | (6,009) | 50,014 | | Net (loss)/income | (41,371) | (55,652) | 5,402 | 45,738 | (45,883) | | Total assets | 25,928 | 15,876 | 4,417 | 34,452 | 80,673 | | Total liabilities | 50 | 74,114 | 7,254 | (25,644) | 55,774 | Risk Factors The company faces significant business, structural, regulatory, and market risks, including uncertainties from its divestiture and reliance on VIE arrangements - Key business risks include uncertainties from the divestiture of directly operated kindergartens, reliance on a limited number of customers (the former VIEs), potential inability to maintain service fees, and challenges in executing growth strategies536364 - Significant corporate structure risks stem from the reliance on VIE contractual arrangements, which may not be as effective as direct ownership. There is a risk that the PRC government could find these arrangements non-compliant, leading to severe penalties. The interpretation of the Foreign Investment Law also adds substantial uncertainty57162170 - Doing business in China entails risks from changes in economic and political policies, the need for CSRC approval for offshore offerings, significant government oversight, and potential delisting under the HFCAA if the PCAOB cannot inspect auditors in the future5960 - Risks related to the company's ADSs include price volatility, potential delisting from the NYSE if the price remains below compliance standards, and a dual-class voting structure that limits the influence of Class A shareholders and ADS holders6266 Information on the Company This section details the company's history, business model transformation, corporate structure, and physical assets following significant divestitures and a proposed merger History and Development of the Company The company's history includes its founding, IPO, name change, and strategic divestitures, culminating in a proposed merger and further divestiture - The company was founded in 1998, established its VIE structure in 2007, and completed its IPO on the NYSE in September 2017. In May 2022, the company changed its name from RYB Education, Inc. to Gravitas Education Holdings, Inc. (GEHI)268269272274 - In March 2022, the company initiated the "2022 Divestiture" by terminating its VIE agreements, effectively divesting its directly operated kindergarten business in China as of April 30, 2022. It transitioned to providing services like brand royalty, training, and IT systems to the former VIEs273 - On April 18, 2023, the company entered into definitive agreements for a major strategic transaction. This includes merging with eLMTree (NetDragon's non-PRC education business) and concurrently divesting all of its remaining education business in the PRC (the "2023 Divestiture"). Post-transaction, NetDragon is expected to become the controlling shareholder115278279280 Business Overview The company transitioned to an education service platform model, focusing on play-and-learn centers and Singapore operations, facing intense market competition - Following the 2022 Divestiture, the company transitioned its business model from direct operation and franchising to an education service output platform, providing products and services to early childhood education institutions288325 - As of December 31, 2022, the company's network included 5 directly-operated and 812 franchise play-and-learn centers. It no longer has any directly operated or franchised kindergartens in mainland China292302 - The Singapore operations are a key part of the business, with 17 directly operated and 12 franchised kindergartens, and 38 directly operated and 5 franchised student care centers as of December 31, 2022. Total student enrollment in Singapore was 6,170296 - The company's service offerings to divested and third-party kindergartens include brand royalty, training, management IT systems, recruitment, and curriculum design services311327 - The company faces intense competition from other educational service providers in a highly fragmented market. Key competitive factors include brand recognition, curriculum development, and network control110358359 Organizational Structure The company terminated former VIE agreements and established a new VIE structure with Zhudou Investment to maintain control and consolidate under U.S. GAAP - The company terminated its contractual arrangements with the former VIE (Beijing RYB) in March 2022, coinciding with the divestiture of its directly operated kindergarten business478 - In April 2022, the company, through its subsidiary TJ Qiyuan, entered into a new set of contractual arrangements with a new VIE, Zhudou Investment, for licensing purposes. These agreements grant the company effective control and economic benefits from the new VIE479 - The new VIE structure includes agreements such as an Exclusive Consultation and Service Agreement, Business Operation Agreement, Powers of Attorney, and Equity Pledge Agreements to ensure control and consolidation under U.S. GAAP480481483485 Property, Plant and Equipment As of December 31, 2022, the company leased approximately 36,150 square meters of office and teaching facilities in China and Singapore - As of December 31, 2022, the company leased approximately 36,150 square meters of office space and facilities for its directly operated teaching facilities in China and Singapore489 Operating and Financial Review and Prospects This section analyzes the company's financial performance, highlighting the shift to service fees, increased losses due to impairment charges, and weakened liquidity Operating Results The company's 2022 operating results show a slight revenue decrease but a significant increase in losses, primarily due to substantial impairment charges Year-over-Year Financial Performance (Continuing Operations) | Financial Metric (USD thousands) | 2021 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Total Net Revenues | 51,905 | 50,014 | -3.6% | | Gross Profit | 2,505 | 4,460 | +78.0% | | Operating Loss | (17,425) | (80,090) | +360% | | Net Loss from Continuing Operations | (19,577) | (79,196) | +305% | - The significant increase in operating loss in 2022 was primarily due to major impairment charges, including: - Impairment loss on goodwill: $19.2 million - Impairment loss on consideration receivables: $22.1 million - Impairment loss on loan receivables: $23.3 million - Impairment loss on long-lived assets: $3.5 million532543544545 - The 2022 Divestiture shifted the company's cost structure from a high-cost, asset-heavy direct operation model to a lower-cost, asset-light service model, resulting in a higher gross profit margin despite a slight revenue decrease515 - Net revenues from continuing operations increased by 22.3% from $42.4 million in 2020 to $51.9 million in 2021, mainly due to the recovery of operations from the COVID-19 pandemic550 Liquidity and Capital Resources The company's cash and cash equivalents significantly decreased in 2022 due to business disposal, though current liquidity is deemed sufficient Cash and Cash Equivalents Position | As of December 31 | 2020 (USD thousands) | 2021 (USD thousands) | 2022 (USD thousands) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents and restricted cash | 54,581 | 66,256 | 31,168 | - Net cash from operating activities was $1.9 million in 2022, a significant decrease from $19.2 million in 2021. Net cash used in investing activities increased substantially to $34.6 million in 2022, primarily due to cash out from the disposal of business615620624 - The company believes its current cash and cash equivalents are sufficient to meet its needs for the next 12 months. However, as a holding company, its ability to use cash from its PRC subsidiaries is subject to PRC regulations on dividend distribution and currency exchange618635 Critical Accounting Estimates Critical accounting estimates include goodwill impairment and the valuation of receivables from former VIEs, resulting in significant impairment losses - Goodwill impairment assessment is a critical estimate. The company uses a discounted cash flow (DCF) methodology. In 2022, this assessment led to a $19.2 million impairment charge for the Global Eduhub Holding Limited reporting unit6451089 - The valuation of consideration and loan receivables from the former VIEs is another critical estimate. Due to the former VIEs' operational challenges, the company recorded a full allowance, resulting in impairment losses of $22.1 million for consideration receivables and $23.3 million for loan receivables in 20226511000 Directors, Senior Management and Employees This section details the company's leadership, compensation, share incentive plans, and a significant reduction in employee numbers due to the 2022 Divestiture - The board of directors is chaired by Gang Chen. Co-founders Chimin Cao and Yanlai Shi serve as Director and Director/CEO, respectively. Siyuan Wang was appointed CFO in April 2023654661 - For the fiscal year ended December 31, 2022, the aggregate cash compensation paid to directors and executive officers was approximately RMB 10.9 million662 - The company maintains a 2009 Share Incentive Plan and a 2017 Share Incentive Plan to grant options and restricted shares to employees, directors, and consultants668677 - The total number of employees decreased significantly from 6,341 as of December 31, 2021, to 1,143 as of December 31, 2022, mainly as a result of the 2022 Divestiture of the kindergarten business702 Major Shareholders and Related Party Transactions This section details the company's concentrated ownership structure and outlines new related party transactions with former VIEs following the 2022 Divestiture Major Shareholders' Beneficial Ownership (as of Feb 28, 2023) | Shareholder | Percentage of Total Ordinary Shares | Percentage of Aggregate Voting Power | | :--- | :--- | :--- | | Gang Chen (Ascendent Rainbow) | 30.3% | 37.5% | | Chimin Cao | 24.4% | 27.7% | | Yanlai Shi | 15.3% | 24.7% | | All Directors & Executive Officers as a Group | 63.9% | 88.1% | - Following the 2022 Divestiture, the company entered into new related party transactions with the former VIEs, including 15-year service agreements for brand royalty, training, and IT systems, and a guaranteed loan agreement for RMB 240.5 million724725 Financial Information This section addresses the dismissal of previous class action lawsuits and the company's intention to declare a cash dividend conditional on a proposed merger - Previous putative class action lawsuits filed against the company and its directors following its 2017 IPO have been voluntarily dismissed or discontinued728729 - The company has not declared or paid any cash dividends to date. However, it expects to make a cash dividend distribution conditional upon the closing of the Merger, using the remaining proceeds from its initial public offering733 Additional Information This section covers the company's dual-class share structure, potential PFIC status, and tax implications as a PRC resident enterprise - The company has a dual-class share structure. Class A ordinary shares have one vote per share, while Class B ordinary shares have ten votes per share. Class B shares are convertible to Class A shares, but not vice-versa245745 - The company does not believe it was a Passive Foreign Investment Company (PFIC) for the 2022 taxable year, but acknowledges that its PFIC status is an annual determination and future classification is uncertain, particularly due to market price volatility263823824 - If the company is classified as a PRC resident enterprise for tax purposes, it would be subject to a 25% tax on its worldwide income, and dividends paid to non-PRC shareholders could be subject to a 10% withholding tax231776 Quantitative and Qualitative Disclosures about Market Risk The company's primary market risk is foreign exchange fluctuations between RMB/SGD and USD, with a 10% RMB depreciation impacting cash by $0.7 million - The company's main market risk is foreign exchange risk, as its revenues are primarily in RMB and SGD, while its ADSs are traded in USD849 - As of December 31, 2022, a hypothetical 10% depreciation of the RMB against the USD would result in a decrease of US$0.7 million in the value of the company's RMB-denominated cash, term deposits, and restricted cash852 PART II Controls and Procedures Management concluded that disclosure controls were ineffective as of December 31, 2022, due to a material weakness from insufficient accounting personnel - Management concluded that as of December 31, 2022, the company's disclosure controls and procedures were not effective867 - A material weakness in internal control over financial reporting was identified. The weakness relates to a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements873 - The material weakness is primarily attributed to significant personnel turnover associated with the 2022 Divestiture. The company is implementing measures to remediate the issue, including strengthening controls, enhancing policies, and providing professional training874876 Change in Registrant's Certifying Accountant This section details the company's changes in independent auditors, from KPMG to Friedman, and then to Marcum Asia, with no reported disagreements - On December 10, 2021, the company engaged Friedman LLP to replace KPMG Huazhen LLP as its independent registered public accounting firm887 - On January 5, 2023, the company engaged Marcum Asia CPAs LLP to replace Friedman LLP as its independent registered public accounting firm891 - The company reported no disagreements with either KPMG or Friedman on any matter of accounting principles, financial statement disclosure, or auditing scope during their respective tenures888892 Corporate Governance As a foreign private issuer, the company follows Cayman Islands corporate governance practices differing from NYSE standards, potentially offering less shareholder protection - The company, as a foreign private issuer, follows home country (Cayman Islands) practices for corporate governance, which differ from NYSE listing standards896 - Specific home country practices adopted include not having a majority of independent directors on the board and not holding an annual general meeting for shareholders in 2022896 PART III Financial Statements This section presents the company's audited consolidated financial statements for 2020-2022, reflecting reclassification of divested operations and restatement of interim financials - The financial statements have been audited by Marcum Asia CPAs LLP for the year ended December 31, 2022. The firm also audited the retrospective adjustments for discontinued operations for 2020 and 2021914915 - The 2022 Divestiture of the directly operated kindergarten business in China has been reclassified as a discontinued operation. The financial statements for all periods presented have been adjusted to reflect this change9781059 - A one-time gain of $36.3 million on the deconsolidation of discontinued operations was recorded for the year ended December 31, 20221063 - The company restated its previously issued unaudited condensed financial statements for the six months ended June 30, 2022, due to an error in classifying revenue from enrichment courses, which should have been recorded in discontinued operations instead of continuing operations11741175 - Subsequent to year-end, on April 18, 2023, the company entered into a significant agreement for a merger with NetDragon's non-PRC education business and the concurrent divestiture of all its remaining China education business11811184