Four Seasons Education(FEDU) - 2025 Q4 - Annual Report

PART I ITEM 3. KEY INFORMATION This section details Four Seasons Education's corporate structure, including its VIE model, associated risks, and condensed consolidating financial data Holding Company Structure and VIE Arrangements The company operates in the PRC through a VIE structure, controlling entities via contractual arrangements that enable financial consolidation but carry significant regulatory risks - The company operates in the PRC through a VIE structure because PRC laws restrict direct foreign ownership in the private education sector Investors hold shares in the Cayman holding company, not the PRC operating entities[30] VIE Revenue Contribution | Fiscal Year | Net Revenue Contribution from VIEs | | :--- | :--- | | 2023 | 97.6% | | 2024 | 99.3% | | 2025 | 99.8% | - Control over the VIEs is established through several key contractual agreements: Exclusive Service Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, and Shareholder Voting Rights Proxy Agreement These contracts allow the company to direct the VIEs' activities and receive their economic benefits[34][35][36] - There are significant uncertainties regarding the interpretation of PRC laws If the government finds the VIE structure non-compliant, especially under the "Double Alleviating Opinions," the company could face severe penalties, including being prohibited from continuing operations[43] Condensed Consolidating Financial Schedules This section presents condensed consolidating financial schedules for fiscal years 2023-2025, detailing statements of operations, balance sheets, and cash flows for the parent, WFOE, other subsidiaries, and VIEs Condensed Consolidating Statement of Operations (FY 2025, RMB in millions) | Entity | Revenue | Operating (Loss) Income | Net Income (Loss) | | :--- | :--- | :--- | :--- | | Four Seasons (Parent) | — | (2.2) | 0.8 | | WFOE | 8.3 | 1.7 | 3.6 | | Other Subsidiaries | 11.6 | (3.6) | (3.0) | | VIEs | 250.5 | (12.2) | (13.7) | | Consolidated | 251.1 | (15.7) | (0.6) | Condensed Consolidating Balance Sheet (As of Feb 28, 2025, RMB in millions) | Entity | Total Assets | Total Liabilities | Total Equity (Deficit) | | :--- | :--- | :--- | :--- | | Four Seasons (Parent) | 493.3 | 38.7 | 454.6 | | WFOE | 141.2 | 30.7 | 110.5 | | Other Subsidiaries | 156.9 | 11.7 | 145.2 | | VIEs | 245.5 | 229.0 | 16.5 | | Consolidated | 731.1 | 226.0 | 505.2 | Condensed Consolidating Statement of Cash Flows (FY 2025, RMB in millions) | Entity | Net Cash from Operating | Net Cash from Investing | Net Cash from Financing | | :--- | :--- | :--- | :--- | | Four Seasons (Parent) | 9.0 | 54.1 | (30.1) | | WFOE | 1.8 | 20.2 | — | | Other Subsidiaries | (11.7) | — | (2.3) | | VIEs | 21.0 | (56.7) | 29.7 | | Consolidated | 20.0 | 2.5 | 12.4 | Risk Factors The company faces significant business, corporate structure, and PRC regulatory risks, including potential VIE non-compliance, delisting under the HFCA Act, and adverse tax consequences for U.S. shareholders - Business Risks: The company's future success depends on its ability to develop new learning products and services following the cessation of K-9 Academic AST Services, facing significant competition and the need to retain qualified faculty[100][114][126] - Corporate Structure Risks: The VIE structure, which is essential for operations, may not be as effective as direct ownership and is subject to scrutiny by PRC authorities If deemed non-compliant, the company could face severe penalties, and investors may lose the ability to benefit from the VIEs' assets[144][152][159] - PRC Regulatory Risks: The company is subject to significant oversight from the PRC government, with evolving laws on data privacy, cybersecurity, and overseas listings (CSRC filing requirements) These uncertainties could materially impact operations and the value of ADSs[174][176][180] - HFCA Act & Delisting Risk: The company's auditor, Marcum Asia CPAs LLP, is headquartered in New York and subject to regular PCAOB inspection, so the company does not expect to be identified as a "Commission-Identified Issuer" However, changes in the PCAOB's ability to inspect could lead to delisting risk[59][242] - Tax & Investment Risks: The company believes it was a Passive Foreign Investment Company (PFIC) for the fiscal year ended Feb 28, 2025, which could result in adverse U.S. federal income tax consequences for U.S. shareholders[254][255] ITEM 4. INFORMATION ON THE COMPANY This section provides an overview of Four Seasons Education's history, strategic business realignment post-2021 regulatory changes, current service offerings, faculty, competitive landscape, and organizational structure History and Development of the Company The company, founded in 2007, established its Cayman holding structure in 2014, listed on the NYSE in 2017, and adjusted its ADS ratio in 2022 - The company was founded in 2007, incorporated its Cayman holding company in 2014, and listed on the NYSE on November 8, 2017[281][282] - On June 21, 2022, the company changed its ADS ratio from two ADSs representing one ordinary share to one ADS representing ten ordinary shares[282] Business Overview Post-2021 regulatory changes, the company realigned its business to non-academic learning, tourism, and technology solutions, emphasizing faculty quality and navigating a competitive, highly regulated PRC market - The company ceased K-9 Academic AST Services in mainland China at the end of 2021 and has since realigned its business focus towards tourism services, non-academic tutoring, and learning technology solutions[284] Key Financial Performance (RMB in millions) | Fiscal Year | Revenue | Net (Loss)/Income | | :--- | :--- | :--- | | 2023 | 34.2 | (33.5) | | 2024 | 125.4 | 2.8 | | 2025 | 251.1 | (0.6) | - Current offerings are divided into three main categories: Learning Services (enrichment programs), Tourism Services (trip planning and study camps), and Learning Technology and Content Solutions (for other institutions)[287] - As of February 28, 2025, the company employed 128 teachers, with approximately 92% holding bachelor's degrees or higher, recruited through a highly selective process[302][304] Organizational Structure The company operates via a VIE structure, where the Cayman parent controls PRC entities through contractual arrangements with its WFOE, enabling financial consolidation but exposing it to significant regulatory risks - The company utilizes a VIE structure where the WFOE, Shanghai Fuxi, enters into contractual arrangements with the VIEs (Shanghai Luoliang and Four Seasons Investment) and their shareholders[473][474] - The contractual arrangements are designed to give the company power to direct the VIEs' activities and the right to receive their economic benefits, making it the primary beneficiary for accounting purposes[476] - PRC counsel has opined that the ownership structure and contractual arrangements are currently valid and binding, but substantial uncertainties remain regarding the interpretation of PRC laws, particularly the "Double Alleviating Opinions"[480] Property, Plants and Equipment The company leases its headquarters and learning centers, and has acquired land use rights in Jiangxi for the development of fully operational study camps - The company leases its headquarters and all learning centers, with an aggregate area of approximately 6,585 square meters[488] - The company acquired land use rights in Wuyuan, Jiangxi, for approximately 15.5 million RMB and invested approximately 135.4 million RMB in the development of study camps, which are now fully operational[489] ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section analyzes the company's financial performance, highlighting revenue growth driven by business realignment, cost structures, liquidity, capital resources, and cash flow restrictions from PRC entities Operating Results Operating results show significant revenue growth in FY2025, driven by tourism services, leading to a decreased gross margin and a net loss, with adjusted net income of 2.4 million RMB Consolidated Results of Operations (RMB in thousands) | Metric | FY 2023 | FY 2024 | FY 2025 | | :--- | :--- | :--- | :--- | | Total Revenue | 34,216 | 125,445 | 251,076 | | Gross Profit | 14,294 | 45,494 | 47,135 | | Operating Loss | (35,665) | (9,270) | (15,739) | | Net (Loss) Income | (33,488) | 2,775 | (627) | Revenue by Segment (FY 2025, RMB in millions) | Segment | Revenue | Percentage of Total | | :--- | :--- | :--- | | Learning services | 108.0 | 43.0% | | Tourism services | 138.3 | 55.1% | | Learning Technology and content solutions | 5.2 | 2.1% | | Total | 251.1 | 100.0% | - Gross profit margin decreased from 36.3% in FY2024 to 18.8% in FY2025, primarily due to the increased proportion of lower-margin tourism services in the revenue mix[537] Non-GAAP Adjusted Net (Loss) Income Reconciliation (RMB in millions) | | FY 2023 | FY 2024 | FY 2025 | | :--- | :--- | :--- | :--- | | Net (loss) income | (33.5) | 2.8 | (0.6) | | Add: share-based compensation | 3.2 | 3.1 | 5.0 | | Add: Unrealized holding loss (gain) | 3.8 | (3.9) | (2.0) | | Add: impairment loss on long-lived assets | — | 3.7 | — | | Adjusted net (loss) income | (26.5) | 5.7 | 2.4 | Liquidity and Capital Resources The company's liquidity is supported by cash from operations and financing, with 210.8 million RMB in cash, but faces material cash requirements and restrictions on transferring 133.2 million RMB from PRC entities Summary of Cash Flows (RMB in millions) | | FY 2023 | FY 2024 | FY 2025 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | (25.5) | 16.6 | 20.0 | | Net cash from investing activities | (96.7) | 71.5 | 2.5 | | Net cash from financing activities | (0.8) | 41.3 | 12.4 | | Cash at end of year | 177.1 | 302.2 | 339.3 | - As of February 28, 2025, the company had 210.8 million RMB in cash and cash equivalents and 128.5 million RMB in restricted cash[560][800] - Capital expenditures were 57.3 million RMB in fiscal year 2025, primarily for the construction and development of study camps[575] - As of February 28, 2025, the company had outstanding long-term borrowings of 82.1 million RMB from China Merchants Bank, secured by restricted cash of 127.4 million RMB[573][577] - Due to PRC regulations, 133.2 million RMB of the company's net assets were restricted from being transferred out of its PRC subsidiaries and VIEs as of February 28, 2025[563] ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This section details the company's board of directors, executive compensation, share incentive plans, employee headcount, and beneficial share ownership, with Chairman Peiqing Tian as the largest shareholder Directors and Senior Management The company is led by a five-member Board of Directors, including Chairman Peiqing Tian and CEO Yi Zuo, with members possessing extensive experience in education, finance, and investment Board of Directors and Executive Officers | Name | Position/Title | | :--- | :--- | | Peiqing Tian | Chairman | | Yi Zuo | Director and Chief Executive Officer | | Shaoqing Jiang | Director | | Zongwei Li | Independent Director | | Bing Yuan | Independent Director | Compensation In FY2025, executive officers received 4.1 million RMB in compensation, and the company utilized share incentive plans, including new grants and option repricing, resulting in 3.2 million RMB in additional compensation cost - In FY2025, executive officers received a total of 4.1 million RMB (0.6 million USD) in cash and benefits, while independent directors received 0.1 million USD[602] - The company has two share incentive plans, the 2015 Plan and the 2017 Plan, with a maximum of 4,201,330 ordinary shares authorized for issuance[603] - On August 12, 2024, the company granted 650,000 new share options and repriced 1,901,790 existing options to 0.58 RMB (0.08 USD), resulting in an additional compensation cost of 3.2 million RMB recognized in FY2025[618] Employees As of February 28, 2025, the company had 339 employees, a significant increase from prior years, with teachers forming the largest functional group Employee Headcount by Function (as of Feb 28, 2025) | Function | Number of Employees | | :--- | :--- | | Teachers | 128 | | Campus operation | 69 | | Learning center student services | 26 | | General and administration | 75 | | Sales, marketing and business development | 41 | | Total | 339 | - Total employee count increased from 167 in FY2023 and 190 in FY2024 to 339 in FY2025, reflecting business expansion[639] Share Ownership This section details beneficial share ownership as of May 31, 2025, with Chairman Peiqing Tian as the largest shareholder at 42.2%, and all directors and executive officers collectively owning 48.7% Principal Shareholders (as of May 31, 2025) | Shareholder | Beneficial Ownership (%) | | :--- | :--- | | Peiqing Tian (Chairman) | 42.2% | | Chengwei Capital HK Limited | 13.9% | | Theodore Walker Cheng-De King | 11.7% | | Jun Guo | 9.3% | | Yi Zuo (CEO) | 6.5% | - All directors and executive officers as a group beneficially own 11,267,343 ordinary shares, representing 48.7% of the total outstanding shares[645] ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS This section outlines major shareholders and details related party transactions, primarily the VIE contractual arrangements and significant service purchases from entities controlled by the chairman - The most significant related party transactions are the contractual arrangements with the VIEs, which are essential for the company's operations in China[650] - In FY2025, the company purchased services totaling approximately 6.6 million RMB from Shanghai Four Season Online School (SHFSOS) and 4.3 million RMB from Shanghai Jing'an Dangdai Art Training School (Dangdai), both entities controlled by the company's chairman[650][652] - The company provided services to related parties, including course design and tourism services, though the revenue from these transactions decreased significantly in FY2025 compared to prior years[651] ITEM 8. FINANCIAL INFORMATION This section confirms the consolidated financial statements, absence of material legal proceedings, and details the company's dividend policy, including a 5.1 million USD dividend declared in 2024, subject to PRC regulations - The company is not currently a party to any legal proceedings expected to have a material adverse effect on its business[656] - On August 14, 2024, the company declared a cash dividend of 0.23 USD per ordinary share, totaling 5.1 million USD This is the first dividend since a 20 million USD distribution in 2018[657] - The company's ability to pay dividends is dependent on receiving dividends from its PRC subsidiaries, which is restricted by PRC laws[658] ITEM 10. ADDITIONAL INFORMATION This section details the company's corporate governance under Cayman Islands law and its tax status, including PRC withholding taxes and the belief that it was a Passive Foreign Investment Company (PFIC) for FY2025 - The company is an exempted company incorporated in the Cayman Islands, and its corporate governance is subject to Cayman law, which differs from U.S. standards regarding shareholder rights and meetings[667][671] - The Cayman Islands does not levy taxes on profits, income, or gains PRC taxation includes a potential 10% withholding tax on dividends from PRC subsidiaries to foreign parents, which may be reduced to 5% under the Hong Kong tax treaty[695][526] - The company believes it was a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes for its taxable year ended February 28, 2025 This status could lead to adverse tax consequences for U.S. holders of its ADSs or ordinary shares[715] ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company's primary market risks are foreign exchange volatility between RMB and USD, with a 1.4 million USD impact from a 10% RMB depreciation, while interest rate and inflation risks are minimal - The company's main market risk is foreign exchange volatility between the Chinese Renminbi (RMB) and the U.S. dollar[736] - As of February 28, 2025, a hypothetical 10% depreciation of the RMB against the U.S. dollar would result in a 1.4 million USD decrease in the value of its RMB-denominated cash and restricted cash[739] - Interest rate risk is minimal, primarily affecting interest income on bank deposits Inflation has not materially impacted operations[740][741] ITEM 15. CONTROLS AND PROCEDURES Management concluded that disclosure controls were ineffective as of February 28, 2025, due to a material weakness in financial reporting controls, for which remediation measures are being implemented - Management concluded that disclosure controls and procedures were not effective as of February 28, 2025[753] - A material weakness was identified in internal control over financial reporting: a lack of sufficient and appropriate review over financial reporting in accordance with U.S. GAAP[758] - The company is implementing remediation plans, including refining controls and adding supervision, to address the material weakness[759] ITEM 16G. CORPORATE GOVERNANCE As a foreign private issuer, the company follows Cayman Islands corporate governance practices, exempting it from certain NYSE standards regarding board independence, audit committee composition, and annual shareholder meetings - The company follows Cayman Islands home country practices, exempting it from certain NYSE corporate governance rules[769] - Key exemptions taken include not requiring a majority-independent board, not requiring an audit committee of at least three independent directors, and not being mandated to hold an annual meeting within one year of the fiscal year-end[770] ITEM 16K. CYBERSECURITY The company maintains a comprehensive cybersecurity risk management program overseen by the board, with no material incidents reported to date impacting its business or financial condition - The company has a cybersecurity risk management process that is integrated into its enterprise-wide risk management system[774] - The board of directors provides oversight for cybersecurity risks, while the Vice President of Technology is responsible for assessment and management, reporting to the CEO[777] - To date, no material cybersecurity incidents have been identified that are reasonably likely to materially affect the company's financial condition or results of operations[776] PART III ITEM 18. FINANCIAL STATEMENTS This section presents the audited consolidated financial statements for fiscal years 2023-2025, prepared under U.S. GAAP, including the independent auditor's report and detailed financial notes Consolidated Balance Sheet Summary (As of Feb 28, 2025, in millions) | | RMB | USD | | :--- | :--- | :--- | | Total Assets | 731.1 | 100.4 | | Total Liabilities | 226.0 | 31.0 | | Total Equity | 505.2 | 69.4 | Consolidated Statement of Operations Summary (Year Ended Feb 28, 2025, in millions) | | RMB | USD | | :--- | :--- | :--- | | Total Revenue | 251.1 | 34.5 | | Gross Profit | 47.1 | 6.5 | | Operating Loss | (15.7) | (2.2) | | Net Loss | (0.6) | (0.085) | - The independent auditor's report, issued by Marcum Asia CPAs LLP, provides an unqualified opinion, stating that the financial statements present fairly, in all material respects, the financial position and results of operations of the company in conformity with U.S. GAAP[793] - The notes to the financial statements confirm the company's reliance on the VIE structure to conduct its business in the PRC and detail the contractual arrangements that allow for consolidation[820][830]