Four Seasons Education(FEDU) - 2021 Q4 - Annual Report

PART I Key Information The company presents selected financial data and outlines significant risks related to its business, PRC operations, and securities Selected Financial Data Financial data shows decreased revenue and a narrowed net loss in FY2021, alongside a slight decline in total assets Selected Consolidated Statements of Operations Data (in thousands RMB) | Indicator | FY 2019 | FY 2020 | FY 2021 | | :--- | :--- | :--- | :--- | | Revenue | 335,643 | 389,049 | 280,282 | | Gross Profit | 163,821 | 188,116 | 111,450 | | Operating Income (Loss) | 1,132 | (131,037) | (36,475) | | Net Income (Loss) | (1,470) | (109,569) | (27,886) | | Net Income (Loss) per Share (Basic) | (0.02) | (4.63) | (1.22) | Selected Consolidated Balance Sheet Data (in thousands RMB) | Indicator | As of Feb 29, 2020 | As of Feb 28, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | 404,652 | 378,358 | | Total Assets | 1,037,616 | 967,193 | | Total Liabilities | 362,664 | 320,805 | | Total Equity | 674,952 | 646,388 | Reconciliation of Net Loss to Adjusted Net Income (Loss) (Non-GAAP) (in thousands RMB) | Line Item | FY 2019 | FY 2020 | FY 2021 | | :--- | :--- | :--- | :--- | | Net Loss | (1,470) | (109,569) | (27,886) | | Add: Share-based compensation expenses | 32,247 | 30,859 | 27,513 | | Add: Fair value change of investments | 4,783 | (11,134) | (2,148) | | Add: Impairment loss on intangible assets and goodwill | 557 | 137,715 | — | | Adjusted Net Income (Loss) (Non-GAAP) | 36,117 | 47,871 | (2,521) | Risk Factors The company faces substantial risks from COVID-19, PRC regulations, its VIE structure, and potential ADS delisting - The global COVID-19 outbreak has significantly impacted the business, leading to temporary closures of learning centers and a shift to online courses, which has materially and adversely affected operating results and financial condition[28][29] - The company faces significant regulatory risks from the PRC's evolving private education laws, which could adversely affect business operations[37][39][45] - The company relies on a Variable Interest Entity (VIE) structure that may be challenged by PRC authorities, potentially leading to severe penalties[95][100][103] - The company's ADSs may be delisted from U.S. exchanges under the Holding Foreign Companies Accountable Act (HFCA Act) if the PCAOB cannot inspect its auditor[159][160][161] - The company believes it was a passive foreign investment company (PFIC) for FY2021, which could result in adverse U.S. federal income tax consequences for U.S. holders[183][184] Information on the Company This section details the company's history, business model, corporate structure, and the complex PRC regulatory environment History and Development of the Company Founded in 2007, the company grew to a network of 50 learning centers in China by February 2021 - The company was founded in 2007, established its first learning center in 2010, and incorporated its Cayman Islands holding company in 2014[211] - As of February 28, 2021, the company's network had expanded to 50 learning centers across China[211] Business Overview The company specializes in after-school math education for K-12 students through its learning centers and proprietary content - The company operates 50 learning centers in 11 cities as of Feb 28, 2021, with a primary focus on high-quality math education for elementary and middle school students[213] - Course offerings are divided into elementary school, middle school, and other programs like interest-oriented classes and kindergarten courses[218][220][222] - The company faces significant competition from national and local providers, with brand reputation and faculty quality being key differentiators[249][250] - The business is subject to a complex and evolving regulatory landscape in China, including laws on foreign investment, private education, and online training[256][266][288] Corporate Structure The company operates in the PRC through a VIE structure to comply with foreign investment restrictions in the education sector - The company conducts its PRC operations through a VIE, Shanghai Four Seasons Education and Training Co., Ltd., to comply with foreign ownership restrictions[342] - Control over the VIE is established through a series of contractual arrangements, including service, call option, and equity pledge agreements[347][349][350][352] - As the primary beneficiary, the company consolidates the VIE's financial results, from which all of its revenue was derived in fiscal years 2019-2021[344][345] Property, Plants and Equipment The company leases all of its operational facilities, including its headquarters and 50 learning centers across China - The company leases all its operational facilities, including its headquarters (1,762 sq meters) and 50 learning centers (aggregate 38,719 sq meters)[355] Operating and Financial Review and Prospects This section analyzes financial performance, highlighting decreased revenue in FY2021 due to COVID-19 and a narrowed net loss Operating Results FY2021 revenue decreased due to COVID-19, while net loss improved significantly due to the absence of a prior-year impairment charge Fiscal Year 2021 vs. 2020 Performance (in millions RMB) | Metric | FY 2020 | FY 2021 | Change | | :--- | :--- | :--- | :--- | | Revenue | 389.0 | 280.3 | -28.0% | | Cost of Revenue | 200.9 | 168.8 | -16.0% | | Gross Profit | 188.1 | 111.5 | -40.7% | | Gross Margin | 48.4% | 39.8% | -8.6pp | | Net Loss | (109.6) | (27.9) | 74.5% improvement | | Adjusted Net Income (Loss) | 47.9 | (2.5) | N/A | - The decrease in FY2021 revenue was primarily due to the impact of the COVID-19 pandemic, which led to decreased student enrollment[411] - The significant reduction in net loss in FY2021 is mainly because FY2020 included a RMB 145.4 million impairment loss on intangible assets and goodwill[417][424] Revenue by Program (in thousands RMB) | Program | FY 2019 | FY 2020 | FY 2021 | | :--- | :--- | :--- | :--- | | Elementary school | 255,660 | 300,278 | 207,720 | | Middle school | 41,633 | 52,107 | 50,902 | | Other programs | 39,781 | 38,298 | 21,714 | | Total (net of sales tax) | 335,643 | 389,049 | 280,282 | Liquidity and Capital Resources The company relies on cash from operations and its IPO proceeds, maintaining sufficient liquidity for near-term needs - As of February 28, 2021, the company had RMB 378.4 million (US$58.5 million) in cash and cash equivalents[431] Summary of Cash Flows (in thousands RMB) | Cash Flow Activity | FY 2019 | FY 2020 | FY 2021 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | 53,147 | 82,195 | 31,124 | | Net cash used in investing activities | (187,217) | (98,746) | (68,004) | | Net cash provided by/(used in) financing activities | (561) | (26,417) | 198 | - Net cash from operating activities decreased to RMB 31.1 million in FY2021 from RMB 82.2 million in FY2020, reflecting the net loss adjusted for non-cash items[438] - Capital expenditures were RMB 10.4 million (US$1.6 million) in FY2021, primarily for the renovation of learning centers[443] Directors, Senior Management and Employees This section details the company's leadership, compensation, board structure, and employee base, with Chairman Peiqing Tian as the largest shareholder Directors and Senior Management The company is led by an experienced board and management team with backgrounds in education, finance, and investment - Key leadership includes Peiqing Tian (Chairman), Yi Zuo (Director and CEO), Shaoqing Jiang (Director), Zongwei Li (Independent Director), and Bing Yuan (Independent Director)[459][463][464] Compensation Executive compensation consists of cash payments and equity awards under two share incentive plans - In FY2021, aggregate cash and benefits paid to executive officers totaled RMB 1.5 million (US$0.2 million)[472] - The company has two active share incentive plans, the 2015 Plan and the 2017 Plan, authorizing up to 4,201,330 ordinary shares for grants[473] Board Practice The board has three committees composed of independent directors, with an "audit committee financial expert" on the Audit Committee - The board has three key committees: Audit, Compensation, and Nominating and Corporate Governance[489] - The Audit Committee consists of independent directors Zongwei Li and Bing Yuan, with Mr. Li serving as the chair and designated "audit committee financial expert"[489] Employees The company's employee count decreased in FY2021, with teachers and student services staff forming the majority of the workforce Employees by Function as of Feb 28, 2021 | Function | Number of Employees | | :--- | :--- | | Teachers | 359 | | Learning center student services | 238 | | General and administration | 77 | | Sales, marketing and business development | 42 | | Total | 716 | - Total employee count decreased from 910 in FY2020 to 716 in FY2021[497] Share Ownership Company ownership is concentrated, with the Chairman holding over 40% and all executives and directors as a group holding 45.8% Principal Shareholders' Beneficial Ownership | Shareholder | Percentage Owned | | :--- | :--- | | Peiqing Tian | 40.4% | | Chengwei Capital HK Limited | 13.5% | | Jun Guo | 9.1% | | Crimson Capital Partners III, L.P. | 9.0% | | All directors and executive officers as a group | 45.8% | Major Shareholders and Related Party Transactions This section outlines transactions with related parties, primarily involving the VIE and an equity method investee - The company's operations are conducted through contractual arrangements with its VIE, which constitutes a significant related party relationship[506] - In FY2021, the company purchased RMB 3.8 million in services from related parties, primarily technology services from Shanghai Fuxi Network Co., Ltd[507] - In FY2021, the company provided RMB 2.5 million in services to Shanghai Fuxi Network Co., Ltd[508] - In March and April 2020, the company purchased preferred shares of Four Seasons Online Education (Cayman) Inc for a total consideration of US$5.8 million[513] Financial Information The company is not involved in material legal proceedings and has no current plans to pay dividends, retaining earnings for expansion - The company is not currently involved in any material legal proceedings expected to have a material adverse effect on its business[517][519] - The company has no current plans to declare or pay dividends, intending to retain earnings for business operations and expansion[520] Additional Information This section covers corporate governance, material contracts, and key tax considerations, including its PFIC status for FY2021 - The company is an exempted company incorporated in the Cayman Islands, and its corporate affairs are governed by its Memorandum and Articles of Association[526][529] - Under PRC tax law, if the Cayman holding company is deemed a "resident enterprise," it would be subject to a 25% enterprise income tax on its worldwide income[557][559] - 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, 2021[578] Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks include foreign exchange, interest rate, and inflation risk, with currency fluctuations being most significant - The company's main market risk is foreign exchange risk; a 10% depreciation of the RMB against the USD would decrease its cash value by US$3.0 million as of Feb 28, 2021[599][601] - Interest rate risk is primarily related to interest income from cash held in interest-bearing bank deposits[603] - Inflation in China has not materially impacted the company's results of operations to date[604] PART II Material Modifications to the Rights of Security Holders and Use of Proceeds Of the US$89.5 million in net IPO proceeds, US$32.4 million has been used for dividends, share repurchases, and investments Use of IPO Proceeds as of February 28, 2021 (in millions USD) | Use of Proceeds | Amount | | :--- | :--- | | Dividend Payment (2019) | $20.0 | | Share Repurchase | $4.0 | | Investments | $5.8 | | Working Capital & General Corporate Purposes | $2.6 | | Total Used | $32.4 | | Net Proceeds from IPO | $89.5 | Controls and Procedures Management concluded that internal control over financial reporting was ineffective as of February 28, 2021, due to a material weakness - Management concluded that internal control over financial reporting was ineffective as of February 28, 2021, due to a material weakness[616] - The identified material weakness relates to a lack of sufficient and appropriate review over the financial reporting in accordance with U.S. GAAP[619] - The company is implementing remediation measures, including refining controls and enhancing supervision and review by qualified personnel[619][620] Corporate Governance and Other Information This section covers governance topics, including the designation of an audit committee financial expert and reliance on home country practices - The board of directors has determined that Mr. Zongwei Li, an independent director, qualifies as an "audit committee financial expert"[622] Principal Accountant Fees (in thousands USD) | Fee Type | FY 2019 | FY 2020 | FY 2021 | | :--- | :--- | :--- | :--- | | Audit fees | 616 | 775 | 830 | | Tax fees | — | 11 | — | - As a foreign private issuer, the company follows Cayman Islands corporate governance practices, which allows for exemptions from certain NYSE listing standards[629][630] PART III Financial Statements This section contains the company's audited consolidated financial statements for fiscal years 2019, 2020, and 2021 Consolidated Balance Sheets As of February 28, 2021, total assets were RMB 967.2 million and total equity was RMB 646.4 million Key Balance Sheet Items (in thousands RMB) | Account | Feb 29, 2020 | Feb 28, 2021 | | :--- | :--- | :--- | | Total Current Assets | 616,218 | 516,842 | | Total Non-Current Assets | 421,398 | 450,351 | | Total Assets | 1,037,616 | 967,193 | | Total Current Liabilities | 213,018 | 226,988 | | Total Non-Current Liabilities | 149,646 | 93,817 | | Total Liabilities | 362,664 | 320,805 | | Total Equity | 674,952 | 646,388 | Consolidated Statements of Operations For FY2021, the company generated revenue of RMB 280.3 million and reported a net loss of RMB 27.9 million Consolidated Statement of Operations Highlights (FY2021, in thousands RMB) | Line Item | Amount | | :--- | :--- | | Revenue | 280,282 | | Cost of revenue | (168,832) | | Gross profit | 111,450 | | Operating loss | (36,475) | | Net loss | (27,886) | | Net loss attributable to Four Seasons Education | (28,196) | | Net loss per ordinary share (Basic & Diluted) | (1.22) | Consolidated Statements of Cash Flows Net cash from operating activities was RMB 31.1 million in FY2021, with a year-end cash balance of RMB 389.2 million Consolidated Statement of Cash Flows Highlights (FY2021, in thousands RMB) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash provided by operating activities | 31,124 | | Net cash used in investing activities | (68,004) | | Net cash provided by financing activities | 198 | | Effect of foreign exchange rate changes | (16,460) | | Net decrease in cash, cash equivalents and restricted cash | (53,142) | | Cash, cash equivalents and restricted cash at end of the year | 389,213 | Notes to Consolidated Financial Statements The notes detail key accounting policies, including the VIE consolidation, revenue recognition, and lease accounting - The company's PRC operations are conducted through a VIE structure, which contributed 100% of the Group's consolidated revenue for FY2021[672][691] - Revenue from tutoring services is recognized proportionately over time as sessions are delivered, with a refund liability of RMB 16.2 million as of Feb 28, 2021[728][732] - As of Feb 28, 2021, the company had operating lease right-of-use assets of RMB 150.7 million and operating lease liabilities of RMB 144.8 million under ASC 842[741][650][652] - No goodwill impairment was recorded in FY2021, following a significant impairment of RMB 114.6 million in FY2020[726][771][772]