ATA Creativity Global (AACG) Q1 2018 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and welcome to ATA Incorporated 2018 First Quarter Financial Results Conference Call hosted by Carolyn Sohn. My name is Jovana [ph] and I will be the event manager for your call today. [Operator Instructions] I would like to advise all parties that this conference is being recorded. And now I like to hand it over to Carolyne. Please go ahead.

Thank you, operator. Hello everyone, thank you for joining us. The press release announcing ATA's results for the first quarter ended March 31, 2018 are available at the IR section of the Company's website at www.atai.net.cn. As part of this conference call, the Company has been accompanying a slide presentation available on its website. In addition, a replay of this broadcast will be made available at ATA’s website for the next 90 days. Before we get started, I would like to remind everyone that this conference call and any accompanying information discussed herein contains certain forward-looking statements within the meaning of the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. Although, the Company believes that the expectations reflected in its forward-looking statements are reasonable as of today, those statements are subject to risks and uncertainties that could cause the actual results to differ dramatically from those projected. There can be no assurance that those expectations will prove to be correct. Information about the risks associated with investing in ATA is included in its filings with the Securities and Exchange Commission, which we encourage you to review before making an investment decision. The Company does not assume any obligation to update any forward-looking statements as a result of new information, future events, changes in market conditions, or otherwise, except as required by law. Regarding the disclaimer language, I would also like to refer you to the Slide 2 of the conference call presentation for further information. All U.S. dollar amounts in this conference call relating to financial results for the first quarter ended March 31, 2018, are converted from RMB using an exchange rate of RMB6.2726 to US$1; the noon buying rate as of March 31, 2018. All historical conversions are accurate as of the time reported unless otherwise noted. The Company reports its financial results under U.S. GAAP and RMB, and all percentages calculated in the presentation are based on RMB unless otherwise noted. For those of you following along with the accompanying PowerPoint presentation, there is an overview of the company on Slide 3. On today's call, this Company's CFO, Ms. Amy Tung, will begin with a brief update on the status of the ATA Online transaction. She will then provide a brief overview of financial highlights for the first quarter of 2018. ATA’s Chairman and CEO, Mr. Kevin Ma and President, Jack Huang will conclude their remarks with a brief discussion on ATA’s outlook and growth strategy in 2018 before opening the floor for questions. With that I'll turn the call over to ATAs CFO, Ms. Amy Tung. Please go ahead Amy.

Thank you, Carolyne and welcome everyone. I will begin on Slide 5 with an update on the transition to selling ATA Online and its direct shareholding companies. As previously announced on February 6, 2018, the company entered in to a purchase agreement with a group of investors for the sale of ATA Online and its direct shareholding companies. under the terms of the share purchase agreement the buyer group agreed to acquire all of the outstanding equity interests of ATA Online which were been held directly or indirectly by ATA for a total consideration of US$200 million in cash. We completed the first of three closings on April 1, 2018 and continue working towards completion of the second closing, which we expect to take place in early first quarter. We maintain our expectation that this transaction will be completed in the third quarter of 2018 and will continue to provide updates on our progress. We would like to caution investors that there are no assurances that all of the conditions for the closing state in the share purchase agreement will be satisfied or that the transaction will ultimately be completed. Additional information on the transaction can be found in the Form 6(k) ATA filed on February 6, 2018 and Form 20-F filed on April 12, 2018 which investors may assess on the SEC filings page or on ATA’s website, or on the U.S. Securities and Exchange Commission website at www.sec.gov. Just we’ll provide an update an update on the latest development in ATA’s plans for the public company following the closing of the transaction when he speaks about the company’s outlook and strategy for the year and the quarter. Moving to the next slide I would like to take a brief moment to note an important thing in the way we reported our financial statement beginning the first quarter of 2018, because the represents a strategic shift and has a major effect on ATA’s results of operations, the disposed business lines have been reclassified as discontinued operations. For the periods presented in this presentation and in the related press release. The assets and liabilities of the discontinued operations are presented separately on the consolidated balance sheets, and the results of the discontinued operations, less applicable income taxes, are reported as a separate component of income, discontinued operations, on the consolidated statements of comprehensive income or loss. As a result, we will not be discussing operating or financial results of ATA Online testing services and delivery business in detail during our prepared remarks, but are happy to address any questions on this subject during the Q&A Session. Briefly, ATA’s total net revenues for the three months ended March 31, 2018, were RMB2.3 million, or US$2.3 million [ph], compared to RMB2.3 million in the five-year period. This decrease was primarily due to the reclassification of approximately RMB1.4 million in rental income from net revenues to other operating income, net, as a result of the adoption of new revenue guidance ASC 606, effective January 1, 2018. The related costs were also reclassified from cost of revenues to other operating income, net. Net loss from continuing operations for the first quarter of 2018, improved to RMB11.1 million from RMB35.1 million in the prior-year period, primarily due to an RMB26.8 million decrease in income tax expenses related to withholding taxes from prior-year period. Net loss from discontinued operations, net of income tax, for the first quarter of 2018 was RMB27.5 million, US$4.4 million, compared to RMB18.8 million in the prior-year period. This was primarily due to increased test monitoring costs and operating expenses related to licensing fees and labor costs associated with new hires and salary increases. Slide 7 provides balance sheet highlights as of March 31, 2018. ATA’s cash and cash equivalents were US$27.7 million, working capital was US$41.9 million and total shareholders’ equity was US$52.1 million, compared to US$8.2 million, US$34.6 million and US$56.1 million, respectively, as of December 31, 2017. With that, I'll turn it over to Kevin.

Thank you, Amy. As Amy discussed at the beginning of this call, we continue working closely on a remaining closing stages of the transaction. We anticipate the segment closing will take place in early part of the quarter with a full transaction closing latter and through the quarter of 2018. If the transaction is completed, ATA will no this testing development & delivery business currently operated by ATA Online. Our plan for ATA Inc., is to leverage our existing competency focus assessment and the education service capabilities and the strategic opportunities that we have been working on to transform our company into a leading international education service provider. We continue to explore the possibility of using the proceeds received from the Transaction to fund potential acquisition opportunities within the education sector with Jack leading this effort since his appoint commending in January. With that I would like to turn it over to Jack for update on our growth strategy and outlook for 2018.

Thank you Kevin. As Kevin just mentioned, ATA continues to explore and evaluate acquisition opportunities within the education sector. We have one such opportunity on [indiscernible] in March 2018. ATA announced strategic investment [indiscernible] in Beijing Biztour International Travel Service Co., Ltd., Beijing Biztour for short and Megelli [ph] in Chinese. A provider international educational study tour and travel services for students in China who are interested in overseas study tours primarily in the U.S., United Kingdom, and Australia. We believe the international educational travel market is particularly attractive as a growing number of China-based students seek short-term and long-term international education opportunities. This trend has been driven by increased for more than worth international education opportunities for urban families in China. And China remains as a primer source of the international students and many students overseas for study each year. Beijing Biztour is evaluated as largest providers of B2B educational tour services. Through its B2B distribution network, the company serves more than 7,000 students each year and has an extensive global network of overseas partners including 1,100 host families, 300 part-time team members in the United States alone, and close relationships with many well-regarded school districts and top universities with over 30 study tour destinations in the world and over 300 study tour products. Beijing Biztour serves students from all over China. We are in the middle of six-month exclusive negotiation period with Beijing Biztour during which ATA will conduct due diligence and determine whether ATA will work toward a definitive acquisition agreement to acquire 100% of the shares of Beijing Biztour. We look forward to working with the on growing its business and pursuing prospects for expansion and diversification through the synergies between ATA and the Beijing Biztour. As I noted on the previous call, we intend to focus ATA’s business in three areas. One, International education services for providing services to talents internationally. Second, vocational training services for candidates using international resources and projects and straight evaluation services for assessing and evaluating candidates through content and methodologies. We will continue to provide investment community with updates on merger and acquisition opportunities as appropriate and update on the cash dividends. ATA’s Board of Directors preliminary approved to use a portion of the proceeds received from the transaction to pay a cash dividend to the shareholders, which is subject to compliance with the Cayman Islands and the PRC laws. Timing and amount of any cash dividend have still not been decided and may vary depending on several factors including the progress of the transaction, funding need for ATA's remaining business and merger and acquisition plans, as well as other unforeseen matters. We will keep investors phrased [ph] of any changes on this matter. With that operator let’s open it up for questions.

Thank you so much. [Operator Instructions] We seem to have no questions at this time. And Jack we now have one question from [indiscernible]. Please go ahead [indiscernible] from T9 Ltd.

Hello thanks for the management picking their time to present the Q1 result. However, I do have questions on the transaction update. It seems like the transactions will take a period of nine months to complete which is a little bit longer than what said in the sales and purchase agreement. Correct me if I'm wrong, I thing the long stop they said was six months. And then there will be three months extension if needed. So am I right to see like the companies actually need extra three months to complete it. Is there any are complications or any problems or issues that either parties, either the buy side or the sell side encountered? Why is it taking nine months to complete it? Thanks.

Thank you for your question. Actually we announced a transaction on February 2018 that was the date when our special committee recommend to the Board and the Board approved to go ahead for the ATA and it’s transaction. So actually in that we briefed we also announced that the expectation of the transaction completion was in the first quarter. So actually the in accordance with the schedule that we announced earlier, and we are still expecting that transaction to be completed in September. That was prior to the end of quarter three. So they were according to plan.

Thanks.

Great thank you for the question. We have no further questions at this time. You can go ahead.

So thank you again to all of you for joining us. If anyone has questions for us, please feel free to reach out directly to us or our Investor Relations firm, the Equity Group. We look forward to speaking with you all again during our next quarterly report. As always we welcome any visitors to our office in Beijing. Thank you.

Thank you, Jack. Ladies and gentlemen that now concludes your conference call for today. You may now disconnect. Thank you for joining and have a very good day.