0001104659-19-063669.txt : 20191114 0001104659-19-063669.hdr.sgml : 20191114 20191114061801 ACCESSION NUMBER: 0001104659-19-063669 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191130 FILED AS OF DATE: 20191114 DATE AS OF CHANGE: 20191114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OneSmart International Education Group Ltd CENTRAL INDEX KEY: 0001722380 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38430 FILM NUMBER: 191216212 BUSINESS ADDRESS: STREET 1: 165 WEST GUANGFU ROAD STREET 2: PUTUO DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200063 BUSINESS PHONE: 0085255990116 MAIL ADDRESS: STREET 1: 165 WEST GUANGFU ROAD STREET 2: PUTUO DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200063 FORMER COMPANY: FORMER CONFORMED NAME: OneSmart Education Group Ltd DATE OF NAME CHANGE: 20171113 6-K 1 a19-22735_16k.htm 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2019

 


 

Commission File Number: 001- 38430

 


 

OneSmart International Education Group Limited

 

165 West Guangfu Road

Putuo District
Shanghai 200063
The People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F    x        Form 40-F     o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 


 

Exhibit Index

 

Exhibit 99.1—Press Release

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

OneSmart International Education Group Limited

 

 

 

 

By

:

/s/ Honggang Zuo

 

Name

:

Honggang Zuo

 

Title

:

Director, Chief Financial Officer and Chief Strategic Officer

 

 

 

Date: November 14, 2019

 

 

 


EX-99.1 2 a19-22735_1ex99d1.htm EX-99.1

Exhibit 99.1

 

OneSmart International Education Group Limited Announces Unaudited Financial Results for the Fourth Fiscal Quarter and Fiscal Year Ended August 31, 2019

 

Quarterly results:

 

New Students Increased by 60.2% Year-over-Year

Average Monthly Enrollments1 Increased by 29.5% Year-over-Year

Net Revenues Increased by 40.4% Year-over-Year

Consumed Class Units Increased by 45.9% Year-over-Year

 

Full year results:

New Students Increased by 41.3% Year-over-Year

Average Monthly Enrollments1 Increased by 41.2% Year-over-Year

Net Revenues Increased by 39.5% Year-over-Year

Consumed Class Units Increased by 43.3% Year-over-Year

 

SHANGHAI, November 13, 2019 /PRNewswire/ — OneSmart International Education Group Limited (NYSE: ONE) (“OneSmart” or the “Company”), a leading premium K-12 after-school education service provider in China, today announced its unaudited financial results for the fourth fiscal quarter and fiscal year ended August 31, 2019.

 

Highlights for the Fourth Fiscal Quarter Ended August 31, 2019

 

·                      Net revenues increased by 40.4% year-over-year to RMB 1,311.1 million (US$183.3 million)

·                      Net revenues from OneSmart VIP business increased by 34.8% year-over-year to RMB1,047.3 million (US$146.4million)

·                      Net revenues from HappyMath increased by 38.0% year-over-year to RMB161.8 million (US$22.6 million)

·                      Net revenues from FasTrack English increased by 109.9% year-over-year to RMB75.5 million (US$10.6 million)

·                      Monthly average student enrollments1 increased by 29.5% year-over-year to 158,649, of which monthly average student enrollments for OneSmart VIP business, HappyMath and FasTrack English increased by 14.1% , 17.6% and 58.7% from the same period of fiscal year 2018, respectively

·                      Number of learning centers increased to 432 as of August 31, 2019, of which 275 were OneSmart VIP learning centers, 95 were HappyMath learning centers, 51 were FasTrack English learning centers and 11 were Tianjin Huaying learning centers

 

Highlights for the Fiscal Year Ended August 31, 2019

 

·                      Net revenues increased by 39.5% year-over-year to RMB3,993.9 million (US$558.2 million)

·                      Net revenues from OneSmart VIP business increased by 31.1% year-over-year to RMB3,167.5 million (US$442.7 million)

·                      Net revenues from HappyMath increased by 43.2% year-over-year to RMB514.2 million (US$71.9 million)

·                      Net revenues from FasTrack English increased by 163.7% year-over-year to RMB192.4 million (US$26.9 million)

 


1  “Enrollments”, for the purpose of calculation, are to a student who takes at least one class for one subject in a certain period is treated as one enrollment in the same period. Under this methodology, a student taking at least one class for each of two subjects in a certain period is treated as two enrollments in the same period. Since we constantly have students enroll, renew or complete their classes in their own individualized schedules.

 

1


 

Key Financial Results

(In thousands/RMB)

 

 

 

4Q
FY2019

 

4Q
FY2018

 

% of
change

 

Net revenues

 

1,311,125

 

933,559

 

40.4

%

Gross profit

 

643,992

 

472,276

 

36.4

%

Operating income

 

76,359

 

111,006

 

-31.2

%

Non-GAAP operating income

 

101,961

 

137,727

 

-26.0

%

Net income attributable to OneSmart

 

47,959

 

82,597

 

-41.9

%

Non-GAAP net income attributable to OneSmart

 

73,561

 

109,318

 

-32.7

%

 

 

 

 FY2019

 

 FY2018

 

% of
change

 

Net revenues

 

3,993,873

 

2,862,692

 

39.5

%

Gross profit

 

1,921,806

 

1,449,602

 

32.6

%

Operating income

 

228,539

 

229,417

 

-0.4

%

Non-GAAP operating income

 

300,071

 

375,903

 

-20.2

%

Net income attributable to OneSmart

 

206,073

 

245,936

 

-16.2

%

Non-GAAP net income attributable to OneSmart

 

277,605

 

392,422

 

-29.3

%

 

Mr. Steve Zhang, Chairman and Chief Executive Officer of OneSmart, commented, “We are pleased to conclude fiscal year 2019 with robust topline growth and solid financial and operational results, which demonstrated our strong execution despite very challenging regulatory environment. We further strengthened our position in the premium K-12 after school training market. Strong market demand, our premium brand and services quality, and outstanding operational strength helped us continue to gain market shares. As we move forward to the new fiscal year starting September 2019, we will continue to roll out new premium services to improve customer satisfaction, refine our incentive scheme to better motivate our staff, and optimize our operations to ensure profitable growth.

 

We are in the midst of a fast-growing and constantly changing industry with both opportunities and challenges lying ahead of us. Going forward, we will continue to invest in OneSmart Online and further enhance our premium services by leveraging online-merge-offline (“OMO”) technologies. Fully integrated with our offline services, the recently launched OneSmart Online platform has delivered satisfactory initial operating results. Our new technologies have greatly improved students’ learning interest and customer satisfaction. Our goal is to establish OneSmart Online as the largest online based premium education services platform to better serve the high-end demand through both online and offline channels. We believe that our online strategies will help us expand into lower tier cities in the long run”

 

2


 

The following are key highlights during the fourth fiscal quarter of 2019 and our business development for the fiscal year 2020:

 

OneSmart VIP business (Premium K-12 1-on-1 training services)

 

·                      Despite the one-off regulatory impact, mainly some learning center relocation for compliance purpose especially in select cities outside Shanghai, we continued to observe that average monthly enrollment growth exceeded 50% in the following major cities including Suzhou, Chengdu, Changsha, Zhengzhou, Chongqing, Taizhou, Wenzhou, Zhuhai, Ningbo, etc. The one-off regulatory impact already started to normalize;

·                      Net revenues outside Shanghai grew by 53.0% year-over-year and its share of total revenue increased to 45%;

·                      Our newly launched VIP 1-on-1 training services, which is a premium version of our existing VIP programs and supported by OMO technologies, precisely target at super premium market, further strengthen our premium brand image and has received positive feedback from the customers;

·                      Our latest UPC 12.0 (Unique Personalized Coach, our proprietary teaching and service system) further improves our existing VIP services by upgrading curriculum database and better analyzing teaching and study effectiveness;

·                      Net revenues of International Education program (premium 1-on-1 training services for students attending international schools) grew by 73% year-over-year while average monthly enrollments grew by 189% compared with the same period last year; and

·                      Operating margin excluding HQ’s G&A expenses for the OneSmart VIP business reached 27.9% by Q4, compared with 27.7% for the same period last year.

 

HappyMath (Premium young children math education programs)

 

·                      To adapt to the regulatory changes in the area of school admission practices particularly in Shanghai, we have updated our programs to address a broader market demand for young children math education, and increased presence in cities outside Shanghai;

·                      Net revenues in cities outside Shanghai grew by 80.1% and our geographic focus for new capacity will be in cities including Hangzhou, Nanjing, Suzhou, Chengdu, Wuhan, etc. during the new fiscal year;

·                      Integrating IDT 8.0 (Interest Driven Teaching, our latest proprietary HappyMath education system) with cutting-edge OMO technologies, artificial intelligence tools and smart devices, we successfully enhance customers’ satisfaction through more engaged learning experience; and

·                      We also introduced a new HappyMath VIP Program, which is built on our investments in R&D and OMO technologies, and aims to advance math scores while teaching English at the same time to further improve students’ learning outcome.

 

FasTrack English (Premium young children English education programs)

 

·                      The business continues to record rapid growth driven by strong market demand and we will continue to focus on cities in Yangtze River Delta to strengthen our advantage position;

·                      Leveraging OMO technologies, we launched live broadcasting program during the workday to help the students prepare and review their courses;

·                      The PIER 5.0 (Positive Innovative English Reinforcement, our latest proprietary innovative English teaching methodology) has integrated cutting-edge technologies of AI and 3D foundation to enhance students engagement and learning outcome; and

·                      Operating margin excluding HQ’s G&A expenses has turned positive during the quarter despite increased R&D investments and rapid capacity expansion and is expected to further improve in the new fiscal year.

 

Mr. Greg Zuo, OneSmart’s Director, Chief Financial Officer and Chief Strategic Officer added, “We have once again proven our profitable and replicable business model as we delivered another quarter’s strong topline and profitable growth. Our advantages in providing premium education services, lean cost structure and standardized system help drive outstanding economics in our core business, which created substantial entry barriers.

3


 

While recording another year of approximately 40% topline growth, we also invested in our future. We have substantially upgraded our education programs with cutting-edge technologies and launched OneSmart Online to better provide premium services to our customers. If excluding the impact of incremental R&D expenses and assuming it grew at the same rate of revenues, our operating margin would have added additional 5.5 percentage points to reach 13.3% for Q4. In addition, we accelerated our capacity expansion during the past two years to establish our national leadership position. We now possess a large portfolio of learning centers in nearly 40 cities in China, laying a solid foundation for future growth and profitability. During fiscal year 2020, we will focus on our core services lines and prioritize the top-20 cities to generate scale and economics. We plan to open much fewer learning centers as we carry out a more balanced capacity expansion plan. We will stick to a highly selective approach in M&A and investments.

 

We are optimistic about the outlook of our financial positions and profitability in fiscal year 2020 and beyond. With our clear strategy and operational excellence, we are well positioned to create substantial shareholders’ value in the years ahead.”

 

Recent Development

 

CEO’s donation of 1.2% of the Company’s Shares to a new Employee ESOP plan

 

In November 2019, the Company’s Chairman and CEO Steve Zhang has decided to donate 1.2% of the Company’s total share base that he owns to establish a new ESOP incentive scheme called “Superhero Fund” to better motivate the Company’s employees who make outstanding contribution to the future development of the Company. The decision was warmly received by the Company’s Board of Directors. The donated shares are expected to be allocated and distributed during the fiscal year 2020-2023 time period.

 

Financial Results for the Fourth Fiscal Quarter Ended August 31, 2019

 

Net Revenues

 

Net revenues were RMB1,311.1 million (US$183.3 million), an increase of 40.4% from RMB933.6 million during the same period last year. The increase was mainly attributable to the growth of average monthly enrollments, improved utilization and increased unit prices. Average monthly enrollments increased by 29.5% year-over-year to 158,649.

 

Operating Costs and Expenses

 

Operating costs and expenses for the quarter were RMB1,234.8 million (US$172.6 million), an increase of 50.1% from RMB822.6 million during the same period last year. Non-GAAP operating costs and expenses, which excludes share-based compensation expenses, were RMB1,209.2 million (US$169.0 million), an increase of 51.9% from RMB795.8 million during the same period last year.

 

4


 

·                      Cost of revenues increased by 44.6% year-over-year to RMB667.1 million (US$93.2 million). We increased teacher compensation to attract more experienced teachers and added rental costs to support relocation of some of our learning centers for regulatory compliance purpose;

·                      Selling and marketing expenses increased by 34.1% year-over-year to RMB259.9 million (US$36.3 million). Non-GAAP selling and marketing expenses, which excludes share-based compensation expenses, were RMB259.9 million (US$36.3 million), an increase of 34.4% from RMB193.5 million during the same period last year. The increase was as a result of sales and marketing activities to support new student enrollments growth and adoption of more effective sales and marketing channels;

·                      General and administrative expenses increased by 83.7% year-over-year to RMB307.7 million (US$43.0 million). Non-GAAP general and administrative expenses, which excludes share-based compensation, were RMB282.1 million (US$39.4 million), an increase of 100.0% from RMB141.1 million during the same period last year. The increase was primarily due to a rise in R&D developments of education technology, teaching systems and curriculum materials associated with both our premium offline business and newly launched online business. We also incurred fair amount of general and administrative expenses to comply with the new regulatory standards, to support the openings of learning centers.

 

Total share-based compensation expenses, which were allocated to related operating expenses, were RMB25.6 million (US$3.6 million) in the fourth fiscal quarter of 2019, compared with RMB 26.7 million in the same period of the prior fiscal year.

 

Operating Income and Operating Margin

 

Operating income for the quarter was RMB76.4 million (US$10.7 million), a decrease of 31.2% year-over-year from RMB111.0 million in the same period of the prior fiscal year. Non-GAAP operating income, which excludes shared-based compensation, was RMB102.0 million (US$14.3 million), a decrease of 26.0% year-over-year from RMB137.7 million during the same period of the prior fiscal year. The decrease was mainly due to the rise of selling and marketing expenses and general and administrative expenses to comply with new regulatory standards, invest in R&D on new products, and support center openings.

 

Operating margin for the quarter was 5.8%, compared with 11.9% in the same period of the prior fiscal year. Non-GAAP operating margin was 7.8%, compared with 14.8% during the same period last year. If excluded the financial impact of new centers opened in last 12 months (FY18Q4-FY19Q3), non-GAAP Operating Margin would have been 11.4% for the FY19Q4 quarter.

 

Other income, which mainly represents government subsidies and other gains, was RMB17.0 million (US$2.4 million), compared with RMB15.5 million during the same period last year.

 

Income tax expense was RMB31.0 million (US$4.3 million), compared with RMB43.9 million during the same period last year.

 

Net Income- Attributable to OneSmart

 

Net income attributable to OneSmart was RMB 48.0 million (US$6.7 million), compared with net income of RMB82.6 million during the same period last year. Non-GAAP net income attributable to OneSmart was RMB73.6 million (US$10.3 million), compared with RMB109.3 million during the same period last year. The decrease was mainly due to the rise of selling and marketing expenses, general and administrative expenses, and interest expenses as a result of the increased balance of bank borrowings.

 

5


 

Capital Expenditures

 

Capital expenditures for the fourth fiscal quarter of 2019 were RMB76.2 million (US$10.6 million), an increase of RMB11.2 million from RMB65.0 million in the fourth fiscal quarter of 2018. The increase was mainly due to the payments of leasehold improvements.

 

Financial Position

 

As of August 31, 2019, the Company had cash and cash equivalents of RMB1,377.4 million (US$192.5 million) and short-term investments of RMB454.4 million (US$63.5 million).

 

OneSmart’s prepayments from customers balance, which represents cash collected from enrolled students for courses and recognized proportionately as the training sessions are delivered, was RMB2,161.9 million (US$302.2 million) at the end of the fourth fiscal quarter of 2019, an increase of 8.5% from RMB1,991.6 million at the end of the fourth fiscal quarter of 2018.

 

Cash Flow

 

Net cash provided by operating activities in the fourth fiscal quarter of 2019 was RMB155.2 million (US$21.7 million).

 

Net cash used in investing activities in the fourth fiscal quarter of 2019 was RMB51.0 million (US$7.1 million).

 

Net cash used in financing activities in the fourth fiscal quarter of 2019 was RMB93.5 million (US$13.1 million).

 

Financial Results for Fiscal Year Ended August 31, 2019

 

For fiscal year 2019, OneSmart reported net revenues of RMB3,993.9 million (US$558.2 million), representing a 39.5% increase year-over-year.

 

Average monthly enrollments in fiscal year 2019 increased by 41.2% to approximately 158,346.

 

Operating costs and expenses for fiscal year 2019 were RMB3,765.3 million (US$526.3 million), a 43.0% increase year-over-year. Non-GAAP operating costs and expenses for fiscal year 2019, which excluded share-based compensation expenses, were RMB3,693.8 million (US$516.3 million), representing a 48.5% increase year-over-year.

 

Cost of revenues increased by 46.6% year-over-year to RMB2,072.1 million (US$289.6 million).

 

Selling and marketing expenses increased by 38.3% year-over-year to RMB 816.7 million (US$114.1 million). Non-GAAP selling and marketing expenses, which excludes share-based compensation expenses, were RMB815.8 million (US$114.0 million), an increase of 38.6% from RMB588.5 million during the same period last year.

 

General and administrative expenses increased by 39.2% year-over-year to RMB876.6 million (US$122.5 million). Non-GAAP general and administrative expenses, which excludes share-based compensation, were RMB806.0 million (US$112.7 million), an increase of 66.1% from RMB485.2 million during the same period last year.

 

6


 

Operating income for the fiscal year 2019 was RMB228.5 million (US$31.9 million), representing a 0.4% decrease year-over-year. Non-GAAP operating income for fiscal year 2019 was RMB300.1 million (US$41.9 million), representing a 20.2% decrease year-over-year.

 

Operating margin for fiscal year 2019 was 5.7%, compared to 8.0% for the same period of the prior fiscal year. Non-GAAP operating margin, which excludes share-based compensation expenses for fiscal year 2019, was 7.5%, compared to 13.1% for the same period of the prior fiscal year.

 

Net income attributable to OneSmart for fiscal year 2019 was RMB206.1 million (US$28.8 million), representing a 16.2% decrease year-over-year. Non-GAAP net income attributable to OneSmart for fiscal year 2019 was RMB277.6 million (US$38.8 million), representing a 29.3% decrease year-over-year.

 

Outlook for Fiscal Year 2020

 

Based on our current estimates, net revenues for fiscal year 2020 are expected to be between RMB4,992.3 million (US$697.8 million) and RMB5,192.0 million (US$725.7 million), an increase of 25% to 30% from fiscal year 2019. This outlook represents OneSmart’s current and preliminary view, which is subject to change.

 

Exchange Rate Information

 

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at the noon buying rate on Aug 31, 2019, as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System, which was RMB7.1543 to US$1.00.

 

Conference Call Information

 

OneSmart’s management will hold an earnings conference call at 8:00 AM on November 13, 2019, U.S. Eastern Time (9:00 PM on the same day Beijing/Hong Kong Time).

 

Dial-in numbers for the live conference call are as follows:

 

International

1-412-902-4272

China

4001-201-203

US

1-888-346-8982

Hong Kong

800-905-945

Passcode

OneSmart

 

7


 

A telephone replay of the call will be available after the conclusion of the conference call through November 20, 2019.

 

Dial-in numbers for the replay are as follows:

 

International Dial-in

1-412-317-0088

U.S. Toll Free

1-877-344-7529

Passcode:

10130364

 

Additionally, a live and archived webcast of this conference call will be available at http://www.onesmart.investorroom.com/.

 

About OneSmart

 

Founded in 2008 and headquartered in Shanghai, OneSmart International Education Group Limited is a leading premium K-12 education company in China. Since commencement of our business, our vision is to build the most trusted “Third Classroom” outside of home and school and our mission is to bring out the utmost learning power in each student by cultivating his or her study motivation, capability and perseverance, and enable our students to pursue their life-long success. Our company culture is centered on the core values of customer focus, execution, innovation and teamwork.

 

The Company has built a comprehensive premium K-12 education platform that encompasses OneSmart VIP business (Premium K-12 1-on-1 training services), HappyMath (Premium math education programs), and FasTrack English (Premium English education programs). As of August 31, 2019, OneSmart operates a nationwide network of 432 learning centers across 35 cities in China.

 

For more information on OneSmart, please visit http://www.onesmart.investorroom.com.

 

Safe Harbor Statement

 

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995.  These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. OneSmart may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about OneSmart’s beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the following: OneSmart’s goals and strategies; its future business development, financial condition and results of operations; its ability to continue to penetrate premium K-12 after-school education services market; diversify and enrich our education offerings; enhance the development and management of our teacher team and teaching materials; competition in our industry in China; its ability to maintain and expand online education presence; relevant government policies and regulations relating to the corporate structure, business and industry; and its ability to protect our students’ information and adequately address privacy concerns. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and OneSmart does not undertake any obligation to update such information, except as required under applicable law.

 

8


 

Non-GAAP Financial Measures

 

In evaluating its business, OneSmart considers and uses the following measures defined as non-GAAP financial measures by the SEC as supplemental metrics to review and assess its operating performance: non-GAAP operating costs and expenses, non-GAAP selling and marketing expenses, non-GAAP general and administrative expenses, non-GAAP operating income, non-GAAP net income attributable to OneSmart. To present each of these non-GAAP measures, the Company excludes share-based compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

 

OneSmart believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based compensation expenses that may not be indicative of its operating performance from a cash perspective. OneSmart believes that both management and investors benefit from these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to OneSmart’s historical performance and liquidity. OneSmart computes its non-GAAP financial measures using the same consistent method from quarter to quarter and from period to period. OneSmart believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using non-GAAP measures is that these non-GAAP measures exclude share-based compensation charges that have been and will continue to be for the foreseeable future a significant recurring expense in the Company’s business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

 

For more information, please contact:

 

OneSmart

Ms. Rebecca Shen

+86-21-5255-9339 ext. 8139

E-mail: ir@onesmart.org

 

Christensen

 

In China

Mr. Christian Arnell

Phone: +86-10-5900-1548

E-mail: carnell@christensenir.com

 

In the US

Ms. Linda Bergkamp

Phone: +1-480-614-3004

Email: lbergkamp@ChristensenIR.com

 

9


 

ONESMART INTERNATIONAL EDUCATION GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

 

 

 

As of

 

As of

 

As of

 

 

 

August 31,

 

August 31,

 

August 31,

 

 

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

(Audited)

 

(Unaudited)

 

(Unaudited)

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

1,410,747

 

1,377,448

 

192,534

 

Short-term investments

 

815,854

 

454,426

 

63,518

 

Prepayments and other current assets

 

252,964

 

578,787

 

80,900

 

Total current assets

 

2,479,565

 

2,410,661

 

336,952

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

Property and equipment, net

 

449,990

 

567,987

 

79,391

 

Intangible assets, net

 

112,119

 

168,622

 

23,569

 

Long-term investments

 

484,103

 

1,487,638

 

207,936

 

Goodwill

 

372,077

 

815,052

 

113,925

 

Deferred tax assets

 

37,455

 

91,666

 

12,813

 

Amounts due from related parties

 

16,500

 

18,750

 

2,621

 

Other non-current assets

 

251,118

 

510,697

 

71,383

 

Total non-current assets

 

1,723,362

 

3,660,412

 

511,638

 

 

 

 

 

 

 

 

 

Total assets

 

4,202,927

 

6,071,073

 

848,590

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Short-term loan (including short-term loan of the consolidated VIEs without recourse to the Group of nil and RMB249,876 (US$34,927) as of August 31, 2018 and August 31, 2019, respectively)

 

 

249,876

 

34,927

 

Long-term loan, current portion (including long-term loan, current portion of the consolidated VIEs without recourse to the Group of RMB45,000 and RMB71,820 (US$10,039) as of August 31, 2018 and August 31, 2019, respectively)

 

45,000

 

71,820

 

10,039

 

Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs without recourse to the Group of RMB548,408 and RMB754,066 (US$105,400) as of August 31, 2018 and August 31, 2019, respectively)

 

579,533

 

816,392

 

114,110

 

Income taxes payable (including income taxes payable of the consolidated VIEs without recourse to the Group of RMB33,809 and RMB76,199(US$10,651) as of August 31, 2018 and August 31, 2019, respectively)

 

45,291

 

91,296

 

12,761

 

Prepayments from customers (including prepayments from customers of the consolidated VIEs without recourse to the Group of RMB1,991,647 and RMB2,161,801 (US$302,168) as of August 31, 2018 and August 31, 2019, respectively)

 

1,991,647

 

2,161,850

 

302,175

 

Total current liabilities

 

2,661,471

 

3,391,234

 

474,012

 

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

 

Deferred tax liabilities (including deferred tax liabilities of the consolidated VIEs without recourse to the Group of RMB23,528 and RMB55,541 (US$7,763) as of August 31, 2018 and August 31, 2019, respectively)

 

23,528

 

55,541

 

7,763

 

Long-term loan (including long-term loan of the consolidated VIEs without recourse to the Group of RMB405,000 and RMB376,380 (US$52,609) as of August 31, 2018 and August 31, 2019, respectively)

 

405,000

 

1,345,754

 

188,104

 

Unrecognized tax benefit (including liability for unrecognized tax benefit of the consolidated VIEs without recourse to the Group of RMB17,345 and RMB25,828 (US$3,610) as of August 31, 2018 and August 31, 2019, respectively)

 

17,685

 

29,630

 

4,142

 

Other non-current liabilities (including other non-current liabilities of the consolidated VIEs without recourse to the Group of nil and RMB43,440 (US$6,072) as of August 31, 2018 and August 31, 2019, respectively)

 

 

91,441

 

12,781

 

Total non-current liabilities

 

446,213

 

1,522,366

 

212,790

 

 

 

 

 

 

 

 

 

Total liabilities

 

3,107,684

 

4,913,600

 

686,802

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

Class A ordinary shares (US$0.000001 par value; 37,703,157,984 shares authorized; 4,220,365,545 issued and outstanding as of August 31, 2018 and 4,130,253,827 issued and outstanding as of August 31, 2019, respectively)

 

26

 

26

 

4

 

Class B ordinary shares (US$0.000001 par value; 2,296,842,016 and 2,296,842,016 issued and outstanding as of August 31, 2018 and August 31, 2019, respectively)

 

16

 

16

 

2

 

Treasury stock

 

 

(203,760

)

(28,481

)

Additional paid-in capital

 

5,426,503

 

5,501,992

 

769,047

 

Statutory reserves

 

4,272

 

7,080

 

990

 

Accumulated deficits

 

(4,535,042

)

(4,339,449

)

(606,551

)

Accumulated other comprehensive income

 

128,900

 

126,445

 

17,674

 

Total OneSmart International Education Group Limited shareholders’ equity

 

1,024,675

 

1,092,350

 

152,685

 

Non-controlling interests

 

70,568

 

65,123

 

9,103

 

Total shareholders’ equity

 

1,095,243

 

1,157,473

 

161,788

 

 

 

 

 

 

 

 

 

Total liabilities, non-controlling interests and shareholders’ equity

 

4,202,927

 

6,071,073

 

848,590

 

 


 

ONESMART INTERNATIONAL EDUCATION GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Amounts in thousands)

 

 

 

For the three months ended
August 31,

 

For the year ended
August 31,

 

 

 

2018

 

2019

 

2019

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Audited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

933,559

 

1,311,125

 

183,264

 

2,862,692

 

3,993,873

 

558,248

 

Cost of revenues

 

(461,283

)

(667,133

)

(93,249

)

(1,413,090

)

(2,072,067

)

(289,625

)

Gross profit

 

472,276

 

643,992

 

90,015

 

1,449,602

 

1,921,806

 

268,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing (Note 1)

 

(193,788

)

(259,915

)

(36,330

)

(590,589

)

(816,658

)

(114,149

)

General and administrative (Note 1)

 

(167,482

)

(307,718

)

(43,012

)

(629,596

)

(876,609

)

(122,529

)

Total operating expenses

 

(361,270

)

(567,633

)

(79,342

)

(1,220,185

)

(1,693,267

)

(236,678

)

Operating income

 

111,006

 

76,359

 

10,673

 

229,417

 

228,539

 

31,945

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

2,245

 

12,050

 

1,684

 

23,824

 

28,812

 

4,027

 

Interest expense

 

(5,051

)

(20,596

)

(2,879

)

(18,660

)

(60,637

)

(8,476

)

Other income

 

15,470

 

17,042

 

2,382

 

89,320

 

82,836

 

11,578

 

Other expenses

 

(1,345

)

(14,908

)

(2,084

)

(4,428

)

(15,738

)

(2,200

)

Foreign exchange (loss)/gains

 

(1,375

)

386

 

54

 

(1,168

)

(138

)

(19

)

Income before income tax and share of net income from equity investees

 

120,950

 

70,333

 

9,830

 

318,305

 

263,674

 

36,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(43,873

)

(31,017

)

(4,335

)

(108,479

)

(108,441

)

(15,157

)

Income before share of net (loss)/income from equity investees

 

77,077

 

39,316

 

5,495

 

209,826

 

155,233

 

21,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share of net (loss)/income from equity investees

 

(2,337

)

(19,860

)

(2,776

)

4,630

 

(28,325

)

(3,959

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

74,740

 

19,456

 

2,719

 

214,456

 

126,908

 

17,739

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add: Net loss attributable to non-controlling interests

 

7,857

 

28,503

 

3,984

 

31,480

 

79,165

 

11,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to OneSmart’s shareholders

 

82,597

 

47,959

 

6,703

 

245,936

 

206,073

 

28,804

 

 


 

Note 1: Share-based compensation expenses are included in the operating costs and expenses as follows:

 

 

 

For the three months ended
August 31,

 

For the year ended
August 31,

 

 

 

2018

 

2019

 

2019

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Audited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

316

 

(16

)

(2

)

2,113

 

906

 

127

 

General and administrative

 

26,405

 

25,618

 

3,581

 

144,373

 

70,626

 

9,872

 

Total

 

26,721

 

25,602

 

3,579

 

146,486

 

71,532

 

9,999

 

 

ONESMART INTERNATIONAL EDUCATION GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

(Amounts in thousands)

 

 

 

For the three months ended
August 31,

 

For the year ended
August 31,

 

 

 

2018

 

2019

 

2019

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Audited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

74,740

 

19,456

 

2,719

 

214,456

 

126,908

 

17,739

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (loss)/gain on available-for-sale investments, net of tax

 

(489

)

(75,662

)

(10,576

)

23,319

 

(26,022

)

(3,637

)

Foreign currency translation adjustment

 

80,940

 

(1,032

)

(144

)

86,457

 

1,181

 

165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income/(loss)

 

155,191

 

(57,238

)

(8,001

)

324,232

 

102,067

 

14,267

 

Add: Comprehensive loss attributable to non-controlling interests

 

7,857

 

28,503

 

3,984

 

31,480

 

79,165

 

11,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income/(loss) attributable to OneSmart’s shareholders

 

163,048

 

(28,735

)

(4,017

)

355,712

 

181,232

 

25,332

 

 


 

ONESMART INTERNATIONAL EDUCATION GROUP LIMITED

Reconciliation of Non-GAAP Measures to the Most Comparable GAAP Measures

(Amounts in thousands)

 

 

 

For the three months ended
August 31,

 

For the year ended
August 31,

 

 

 

2018

 

2019

 

2019

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Audited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

193,788

 

259,915

 

36,330

 

590,589

 

816,658

 

114,149

 

Share-based compensation expense in selling and  marketing expenses

 

316

 

(16

)

(2

)

2,113

 

906

 

127

 

Non-GAAP selling and marketing expenses

 

193,472

 

259,931

 

36,332

 

588,476

 

815,752

 

114,022

 

General and administrative expenses

 

167,482

 

307,718

 

43,012

 

629,596

 

876,609

 

122,529

 

Share-based compensation expense in general and administrative expenses

 

26,405

 

25,618

 

3,581

 

144,373

 

70,626

 

9,872

 

Non-GAAP general and administrative expenses

 

141,077

 

282,100

 

39,431

 

485,223

 

805,983

 

112,657

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses

 

822,553

 

1,234,766

 

172,591

 

2,633,275

 

3,765,334

 

526,303

 

Share-based compensation expense in operating costs and expenses

 

26,721

 

25,602

 

3,579

 

146,486

 

71,532

 

9,999

 

Non-GAAP operating costs and expenses

 

795,832

 

1,209,164

 

169,012

 

2,486,789

 

3,693,802

 

516,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

111,006

 

76,359

 

10,673

 

229,417

 

228,539

 

31,945

 

Share-based compensation expenses

 

26,721

 

25,602

 

3,579

 

146,486

 

71,532

 

9,999

 

Non-GAAP operating income

 

137,727

 

101,961

 

14,252

 

375,903

 

300,071

 

41,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to OneSmart’s shareholders

 

82,597

 

47,959

 

6,703

 

245,936

 

206,073

 

28,804

 

Share-based compensation expenses

 

26,721

 

25,602

 

3,579

 

146,486

 

71,532

 

9,999

 

Non-GAAP net income attributable to OneSmart

 

109,318

 

73,561

 

10,282

 

392,422

 

277,605

 

38,803