Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document and Entity Information | |
Entity Registrant Name | ATA Inc. |
Entity Central Index Key | 0001420529 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 47,592,384 |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Current assets: | |||
Cash and cash equivalents | $ 27,719,634 | ¥ 190,586,342 | ¥ 53,478,494 |
Accounts receivable, net | 63,964 | 439,783 | 52,907 |
Prepaid expenses and other current assets | 1,139,712 | 7,836,092 | 3,270,988 |
Loan receivable | 2,113,691 | 14,532,685 | |
Current assets of discontinued operations | 310,014,014 | ||
Total current assets | 31,037,001 | 213,394,902 | 366,816,403 |
Long-term investments | 9,656,156 | 66,390,898 | 70,021,700 |
Property and equipment, net | 5,444,075 | 37,430,741 | 42,302,632 |
Intangible assets, net | 2,490,376 | 17,122,578 | 5,745,565 |
Other assets | 116,305 | 799,652 | 4,004,039 |
Non-current assets of discontinued operations | 79,551,168 | ||
Total assets | 48,743,913 | 335,138,771 | 568,441,507 |
Current liabilities: | |||
Accrued expenses and other payables (including accrued expenses and other payables of VIE without recourse to the Company of nil and RMB 455,577 as of December 31, 2017 and 2018, respectively) | 2,634,272 | 18,111,939 | 28,018,521 |
Deferred revenues | 237,652 | 1,633,976 | 2,026,319 |
Current liabilities of discontinued operations | 111,721,090 | ||
Total current liabilities | 2,871,924 | 19,745,915 | 141,765,930 |
Non-current liabilities of discontinued operations | 25,298,567 | ||
Total liabilities | 2,871,924 | 19,745,915 | 167,064,497 |
Mezzanine equity-redeemable non-controlling interests | 5,702,657 | 39,208,619 | 36,304,276 |
Shareholders' equity: | |||
Common shares: Par value USD 0.01, authorized: 500,000,000 shares Issued: 49,007,244 and 48,177,742 shares as of December 31, 2017 and 2018, respectively Outstanding: 45,796,886 shares as of December 31, 2017 and 2018 | 514,126 | 3,534,871 | 3,534,871 |
Treasury shares-585,358 common shares as of December 31, 2017 and 2018, at cost | (4,034,190) | (27,737,073) | (27,737,073) |
Additional paid-in capital | 59,660,532 | 410,195,990 | 389,897,690 |
Accumulated other comprehensive loss | (5,568,812) | (38,288,364) | (26,850,955) |
Retained earnings (accumulated deficits) | (10,455,760) | (71,888,585) | 25,884,905 |
Total shareholders' equity attributable to ATA Inc. | 40,115,896 | 275,816,839 | 364,729,438 |
Non-redeemable non-controlling interests | 53,436 | 367,398 | 343,296 |
Total shareholders' equity | 40,169,332 | 276,184,237 | 365,072,734 |
Commitments and contingencies | |||
Total liabilities, mezzanine equity and shareholders' equity | $ 48,743,913 | ¥ 335,138,771 | ¥ 568,441,507 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2018$ / shares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2017$ / shares | Dec. 31, 2017CNY (¥)shares |
Consolidated Balance Sheets | ||||
Accrued expenses and other payables of VIE without recourse to the Company | ¥ | ¥ 455,577 | ¥ 0 | ||
Common shares, Par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Common shares, authorized shares | 500,000,000 | 500,000,000 | ||
Common shares, Issued shares | 48,177,742 | 49,007,244 | ||
Common shares, Outstanding shares | 45,796,886 | 45,796,886 | ||
Treasury shares, number of common shares | 585,358 | 585,358 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017CNY (¥)¥ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2018CNY (¥)¥ / shares | Mar. 31, 2017CNY (¥)¥ / shares | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net revenues | ¥ 5,185,822 | $ 194,690 | ¥ 1,338,592 | ¥ 8,831,390 |
Cost of revenues | 3,785,865 | 618,348 | 4,251,451 | 4,407,274 |
Gross profit (loss) | 1,399,957 | (423,658) | (2,912,859) | 4,424,116 |
Operating expenses: | ||||
Research and development | 15,415,780 | 2,849,900 | 19,594,484 | 19,924,466 |
Sales and marketing | 4,539,473 | 810,147 | 5,570,169 | 5,235,855 |
General and administrative | 40,132,709 | 6,327,955 | 43,507,856 | 36,068,230 |
Total operating expenses | 60,087,962 | 9,988,002 | 68,672,509 | 61,228,551 |
Other operating income, net | 551,730 | 3,793,418 | ||
Loss from continuing operations | (58,688,005) | (9,859,930) | (67,791,950) | (56,804,435) |
Other income (loss): | ||||
Share of losses of equity method investments | (1,395,234) | (2,837,834) | ||
Impairment loss of long-term investments | (15,216,510) | (928,049) | (6,380,802) | |
Change in fair value of long-term investment | 399,971 | 2,750,000 | ||
Interest income, net of interest expenses | 608,405 | 350,387 | 2,409,090 | 1,497,415 |
Foreign currency exchange gains (losses), net | (221,605) | 139,654 | 960,188 | (77,939) |
Total other loss, net | (16,224,944) | (38,037) | (261,524) | (1,418,358) |
Loss from continuing operations before income taxes | (74,912,949) | (9,897,967) | (68,053,474) | (58,222,793) |
Income tax expense (benefit) | (2,109,096) | 1,517,806 | ||
Loss from continuing operations, net of income taxes | (72,803,853) | (9,897,967) | (68,053,474) | (59,740,599) |
Discontinued operations: | ||||
Income (loss) from operations of discontinued operations, net of income taxes | 100,640,933 | (2,756,304) | (18,950,969) | 49,771,192 |
Gain from disposal of discontinued operations, net of income taxes | 136,369,129 | 937,605,948 | ||
Income from discontinued operations, net of income taxes | 100,640,933 | 133,612,825 | 918,654,979 | 49,771,192 |
Net income (loss) | 27,837,080 | 123,714,858 | 850,601,505 | (9,969,407) |
Net loss attributable to redeemable non-controlling interests from continuing operations | (1,444,363) | (462,686) | (3,181,199) | |
Net loss attributable to non-redeemable non-controlling interests from continuing operations | (164,730) | (1,132,602) | ||
Net loss attributable to non- redeemable non-controlling interests from discontinued operations | (352,101) | (1,543) | (10,608) | (253,405) |
Net income (loss) attributable to ATA Inc. | 29,633,544 | 124,343,817 | 854,925,914 | (9,716,002) |
Net loss from continuing operations attributable to ATA Inc. | (71,359,490) | (9,270,551) | (63,739,673) | (59,740,599) |
Net income from discontinued operations attributable to ATA Inc. | 100,993,034 | 133,614,368 | 918,665,587 | 50,024,597 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment, net of nil income tax | (2,335,054) | (1,663,502) | (11,437,409) | 658,228 |
Unrealized loss on available-for-sale investment, net of nil income tax | (553,870) | |||
Reclassification adjustment for loss on available-for-sale investment included in net income, net of nil income tax | 553,870 | |||
Total other comprehensive income (loss) | (1,781,184) | (1,663,502) | (11,437,409) | 104,358 |
Comprehensive income (loss) | 26,055,896 | 122,051,356 | 839,164,096 | (9,865,049) |
Comprehensive loss attributable to redeemable non-controlling interests from continuing operations | (1,444,363) | (462,686) | (3,181,199) | |
Comprehensive loss attributable to non-redeemable non-controlling interests from continuing operations | (164,730) | (1,132,602) | ||
Comprehensive loss attributable to non- redeemable non-controlling interests from discontinued operations | (352,101) | (1,543) | (10,608) | (253,405) |
Comprehensive income (loss) attributable to ATA Inc. | ¥ 27,852,360 | $ 122,680,315 | ¥ 843,488,505 | ¥ (9,611,644) |
Basic and diluted earnings (losses) per common share attributable to ATA Inc. | (per share) | ¥ 0.48 | $ 2.65 | ¥ 18.25 | ¥ (0.21) |
Basic and diluted losses from continuing operations per common share attributable to ATA Inc. | (per share) | (1.72) | (0.26) | (1.81) | (1.31) |
Basic and diluted earnings from discontinued operations per common share attributable to ATA Inc. | (per share) | ¥ 2.20 | $ 2.91 | ¥ 20.06 | ¥ 1.10 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (loss) (Parenthetical) - CNY (¥) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Income tax on foreign currency translation adjustment | ¥ 0 | ¥ 0 | ¥ 0 |
Income tax on unrealized loss on available-for-sale investment | 0 | 0 | 0 |
Income tax on reclassification adjustment for loss on available-for-sale investment included in net income | ¥ 0 | ¥ 0 | ¥ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity | Total shareholders' equity attributable to ATA Inc.USD ($) | Total shareholders' equity attributable to ATA Inc.CNY (¥) | Common sharesUSD ($)shares | Common sharesCNY (¥)shares | Treasury SharesUSD ($) | Treasury SharesCNY (¥) | Additional paid-in capitalUSD ($) | Additional paid-in capitalCNY (¥) | Accumulated other comprehensive lossUSD ($) | Accumulated other comprehensive lossCNY (¥) | Retained earnings (accumulated deficit)USD ($) | Retained earnings (accumulated deficit)CNY (¥) | Non-redeemable non-controlling interestsUSD ($) | Non-redeemable non-controlling interestsCNY (¥) | USD ($)shares | CNY (¥)shares |
Balance at Mar. 31, 2016 | ¥ 394,230,588 | ¥ 3,530,704 | ¥ (27,737,073) | ¥ 395,876,282 | ¥ (25,174,129) | ¥ 47,734,804 | ¥ 394,230,588 | |||||||||
Balance (in shares) at Mar. 31, 2016 | shares | 45,734,348 | 45,734,348 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Net income (loss) | (9,716,002) | (9,716,002) | ¥ (253,405) | (9,969,407) | ||||||||||||
Foreign currency translation adjustment, net of nil income tax | 658,228 | 658,228 | 658,228 | |||||||||||||
Unrealized loss on available-for-sale investment, net of nil income tax (Note 4) | (553,870) | (553,870) | (553,870) | |||||||||||||
Share-based compensation | 6,958,403 | 6,958,403 | 6,958,403 | |||||||||||||
Issuance of common shares with net-settlement of employee individual income tax | (200,047) | ¥ 3,208 | (203,255) | (200,047) | ||||||||||||
Issuance of common shares with net-settlement of employee individual income tax (in shares) | shares | 48,376 | 48,376 | ||||||||||||||
Acquisition of non-redeemable non-controlling interests | 1,333,333 | 1,333,333 | ||||||||||||||
Balance at Mar. 31, 2017 | 391,377,300 | ¥ 3,533,912 | (27,737,073) | 402,631,430 | (25,069,771) | 38,018,802 | 1,079,928 | 392,457,228 | ||||||||
Balance (in shares) at Mar. 31, 2017 | shares | 45,782,724 | 45,782,724 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Net income (loss) | 29,633,544 | 29,633,544 | (352,101) | 29,281,443 | ||||||||||||
Foreign currency translation adjustment, net of nil income tax | (2,335,054) | (2,335,054) | (2,335,054) | |||||||||||||
Reclassification adjustment for loss on available-for-sale investment included in net income, net of nil income tax (Note 4) | 553,870 | 553,870 | 553,870 | |||||||||||||
Share-based compensation | 15,135,646 | 15,135,646 | 15,135,646 | |||||||||||||
Issuance of common shares with net-settlement of employee individual income tax | (188,658) | ¥ 959 | (189,617) | (188,658) | ||||||||||||
Issuance of common shares with net-settlement of employee individual income tax (in shares) | shares | 14,162 | 14,162 | ||||||||||||||
Special cash dividend (Note 15) | (65,698,571) | (27,679,769) | (38,018,802) | (65,698,571) | ||||||||||||
Acquisition of non-redeemable non-controlling interests | 350,000 | 350,000 | ||||||||||||||
Disposal of non-redeemable non-controlling interests | (734,531) | (734,531) | ||||||||||||||
Redeemable non-controlling interests redemption value accretion (Note 12) | (3,748,639) | (3,748,639) | (3,748,639) | |||||||||||||
Balance at Dec. 31, 2017 | 364,729,438 | ¥ 3,534,871 | (27,737,073) | 389,897,690 | (26,850,955) | 25,884,905 | 343,296 | ¥ 365,072,734 | ||||||||
Balance (in shares) at Dec. 31, 2017 | shares | 45,796,886 | 45,796,886 | 45,796,886 | 45,796,886 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Net income (loss) | 854,925,914 | 854,925,914 | (1,143,210) | ¥ 853,782,704 | ||||||||||||
Foreign currency translation adjustment, net of nil income tax | (11,437,409) | (11,437,409) | $ (1,663,502) | (11,437,409) | ||||||||||||
Share-based compensation | 20,591,899 | 20,591,899 | 20,591,899 | |||||||||||||
Issuance of common shares with net-settlement of employee individual income tax | (1,727,040) | (1,727,040) | (1,727,040) | |||||||||||||
Exercise of share options | 1,433,441 | 1,433,441 | 1,433,441 | |||||||||||||
Special cash dividend (Note 15) | (946,613,862) | (946,613,862) | (946,613,862) | |||||||||||||
Disposal of discontinued operations (Note 21) | (332,688) | (332,688) | ||||||||||||||
Redeemable non-controlling interests redemption value accretion (Note 12) | (6,085,542) | (6,085,542) | (6,085,542) | |||||||||||||
Sale of non-controlling interests (Note 12) | 1,500,000 | 1,500,000 | ||||||||||||||
Balance at Dec. 31, 2018 | $ 40,115,896 | ¥ 275,816,839 | $ 514,126 | ¥ 3,534,871 | $ (4,034,190) | ¥ (27,737,073) | $ 59,660,532 | ¥ 410,195,990 | $ (5,568,812) | ¥ (38,288,364) | $ (10,455,760) | ¥ (71,888,585) | $ 53,436 | ¥ 367,398 | $ 40,169,332 | ¥ 276,184,237 |
Balance (in shares) at Dec. 31, 2018 | shares | 45,796,886 | 45,796,886 | 45,796,886 | 45,796,886 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) | 12 Months Ended |
Mar. 31, 2017CNY (¥) | |
Consolidated Statements of Changes in Equity | |
Income tax on foreign currency translation adjustment | ¥ 0 |
Income tax on unrealized loss on available-for-sale investment | 0 |
Income tax on reclassification adjustment for loss on available-for-sale investment | ¥ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Mar. 31, 2017CNY (¥) | |
Cash flows from operating activities: | |||||
Net income (loss) | ¥ 27,837,080 | $ 123,714,858 | ¥ 850,601,505 | ¥ (26,076,225) | ¥ (9,969,407) |
Adjustments to reconcile net income (loss) to net cash provided (used in) by operating activities: | |||||
Interest on restricted cash for financial standby letter of credit | (495,247) | ||||
Gain from disposal of long-term investments | (3,244,457) | (1,600,000) | |||
Provision for doubtful accounts | 1,363,506 | 525,321 | 3,611,845 | 694,460 | |
Gain from disposal of discontinued operations | (163,849,021) | (1,126,543,946) | |||
Depreciation and amortization | 9,179,835 | 1,938,953 | 13,331,272 | 10,293,833 | |
Loss (gain) from disposal of property and equipment | (507) | 130 | 893 | (14,186) | |
Share-based compensation | 15,135,646 | 2,994,967 | 20,591,899 | 6,958,403 | |
Deferred income tax expense (benefit) | 1,454,773 | (3,777,174) | (25,969,955) | 22,919,916 | |
Share of losses of equity method investments | 1,878,172 | 16,121,334 | |||
Impairment loss of long-term investment | 15,216,510 | 928,049 | 6,380,802 | 32,199,372 | |
Change in fair value of long-term investment (Note 4) | (399,971) | (2,750,000) | |||
Interest on convertible promissory note (Note 4) | (568,320) | ||||
Foreign currency exchange loss (gain) | (653,103) | 6,238 | 42,887 | 253,986 | |
Changes in operating assets and liabilities, net of effect of acquisition | |||||
Accounts receivable | (45,307,278) | 5,982,639 | 41,133,635 | (6,133,681) | |
Prepaid expenses and other current assets | (3,315,799) | (1,973,438) | (13,568,373) | 1,508,565 | |
Other assets | 309,497 | (94,460) | (649,463) | (245,162) | |
Income tax payable | 14,953,642 | (2,174,917) | (14,953,642) | (3,044,352) | |
Accrued expenses and other payables | 60,115,517 | (9,774,658) | (67,205,665) | (797,392) | |
Deferred revenues | 682,605 | 482,874 | 3,320,001 | (6,537,396) | |
Net cash provided by (used in) operating activities | 95,605,639 | (45,469,610) | (312,626,305) | 61,544,726 | |
Cash flows from investing activities : | |||||
Cash paid for property and equipment | (4,957,034) | (1,034,150) | (7,110,298) | (3,210,222) | |
Loan lent to Beijing Biztour (Note 3) | (1,999,252) | (13,745,856) | |||
Cash receipt from property and equipment disposal | 1,060 | 401 | 2,760 | 14,536 | |
Proceeds from disposal of affiliates | 4,603,550 | 5,500,000 | |||
Proceeds received from the sale of non-redeemable non-controlling interests (Note 12) | 218,166 | 1,500,000 | |||
Proceeds from disposal of a subsidiary, less cash of the subsidiary | 1,996,848 | ||||
Cash received from shareholder (Note 17) | 10,000,000 | ||||
Payment for acquisition of a subsidiary, less cash acquired | (645,492) | ||||
Proceeds from acquisition of a subsidiary, less cash paid | 31,270 | 215,000 | 411,583 | ||
Cash paid for long-term investments | (5,500,000) | (89,945,800) | |||
Proceeds from disposal of discontinued operations, net of RMB 147,738,996 cash disposed | 177,895,339 | 1,223,119,391 | |||
Net cash provided by (used in) investing activities | (20,604,329) | 174,785,211 | 1,201,735,714 | (93,951,601) | |
Cash flows from financing activities : | |||||
Cash paid for employee individual income tax for net-settlement of vested shares | (188,658) | (251,188) | (1,727,040) | (200,047) | |
Cash received from short-term loans | 2,181,660 | 15,000,000 | 3,449,650 | ||
Repayment of short-term loans | (3,449,650) | (2,181,660) | (15,000,000) | ||
Principal payments on capital lease obligations | (811,830) | (434,672) | (2,988,587) | ||
Cash received from third party investors (Note 12) | 34,000,000 | ||||
Cash received for exercise of share options | 208,485 | 1,433,441 | |||
Special cash dividend (Note 15) | (65,698,571) | (137,678,976) | (946,611,803) | ||
Net cash provided by (used in) financing activities | (70,148,709) | (138,156,351) | (949,893,989) | 37,249,603 | |
Effect of foreign exchange rate changes on cash | (1,210,072) | (686,499) | (4,720,020) | (62,052) | |
Net increase (decrease) in cash | 3,642,529 | (9,527,249) | (65,504,600) | 4,780,676 | |
Cash, cash equivalents and restricted cash at beginning of period | 252,448,413 | 37,246,883 | 256,090,942 | 247,667,737 | |
Cash, cash equivalents and restricted cash at end of period | 256,090,942 | 27,719,634 | 190,586,342 | ¥ 256,090,942 | 252,448,413 |
Supplemental disclosures of cash flow information : | |||||
Cash paid for income tax | 13,189,525 | 33,801,479 | 232,402,067 | 19,756,064 | |
Cash refunded for income tax | (189,691) | (1,034,642) | |||
Cash paid for interest expenses | 57,367 | 36,315 | 249,683 | 57,572 | |
Non-cash investing and financing activities: | |||||
Acquisition of property and equipment by capital lease | 1,323,527 | ||||
Education assessment caseware | |||||
Cash flows from investing activities : | |||||
Cash paid for intangible assets | (2,584,558) | ¥ (6,721,698) | |||
Software platform of Project Shuang Chuang | |||||
Cash flows from investing activities : | |||||
Cash paid for intangible assets | (8,599,056) | $ (326,563) | ¥ (2,245,283) | ||
ACT license | |||||
Cash flows from investing activities : | |||||
Cash paid for intangible assets | ¥ (14,919,647) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2018CNY (¥) | |
Consolidated Statements of Cash Flows | |
Cash disposed from disposal of discontinued operations | ¥ 147,738,996 |
DESCRIPTION OF BUSINESS, ORGANI
DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS | 12 Months Ended |
Dec. 31, 2018 | |
DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS | |
DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS | (1) DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS Description of Business and Organization ATA Inc. (the “Company” or “ATA”), through its subsidiaries, ATA Testing Authority (Holdings) Limited (“ATA BVI”), Xing Wei Institute (Hong Kong) Limited (“Xing Wei”), ATA Testing Authority (Beijing) Limited (“ATA Testing”), Muhua Shangce Learning Data & Technology (Beijing) Limited (“Muhua Shangce”, formerly known as ATA Learning Data & Technology (Beijing) Limited (“ATA Data”)), ATA Intelligent Learning (Beijing) Technology Limited (“ATA Intelligent Learning”) (collectively, referred to as the “Group”), focuses on providing quality educational experiences and services for students throughout the People’s Republic of China (the “PRC”) and abroad. ATA aims to offer project-based learning education programs in cooperation with global education partners. Prior to the consummation of the ATA Online Sale Transaction as described below, ATA, through its wholly-owned subsidiaries, including ATA Learning (Beijing) Inc. (“ATA Learning”), Zhongxiao Zhixing Education Technology (Beijing) Limited (“Zhongxiao Zhixing”), ATA Online (Beijing) Education Technology Co., Ltd. (“ATA Online”) and its subsidiaries (collectively, referred to as “ATA Online Business”), primarily provided computer-based testing services. On February 6, 2018, ATA entered into a share purchase agreement (the “Share Purchase Agreement”) with a group of investors to sell all of the outstanding equity interests of ATA Online Business (“ATA Online Sale Transaction” or the “Transaction”). In connection with the completion of the Transaction in August 2018, ATA Learning, Zhongxiao Zhixing, ATA Online and its subsidiaries are no longer consolidated into ATA’s consolidated financial statements. As a result of the Transaction, ATA no longer conducts the computer-based testing services and other testing related services previously operated by ATA Online. VIE Agreements PRC regulations prohibit direct foreign ownership of business entities that engage in internet content provision (“ICP’’) services in the PRC. The Company and its subsidiaries are foreign owned business entities under the PRC law and accordingly are prohibited from providing ICP services in the PRC, including having ownership of entities engaged in providing such services. ATA Intelligent Learning plans to provide ICP international education business services in sectors, which include but are not limited to, training courseware, online trainings and platforms in the PRC. ATA has no legal ownership interest in ATA Intelligent Learning. The legal ownership interests of ATA Intelligent Learning are 90% owned by Mr. Kevin Xiaofeng Ma, our chairman of the board and chief executive officer, and 10% owned by Mr. Haichang Xiong, our general counsel. Mr. Ma and Mr. Xiong are PRC citizens. Both individuals are nominee shareholders of ATA Intelligent Learning and holding their equity interests on behalf of ATA. Through a series of contractual agreements, including loan agreements, a call option and cooperation agreement, an equity pledge agreement, an exclusive technical consulting and services agreement and a power of attorney (collectively, the “VIE Agreements”) among ATA Testing, ATA Intelligent Learning, and their nominee shareholders, the nominee shareholders of ATA Intelligent Learning have granted all their legal rights including voting rights and disposition rights of their equity interests in ATA Intelligent Learning to ATA Testing. The nominee shareholders of ATA Intelligent Learning do not participate significantly in income and loss and do not have the power to direct the activities of ATA Intelligent Learning that most significantly impact their economic performance. Accordingly, ATA Intelligent Learning is considered a variable interest entity. Although ATA does not have an equity investment in ATA Intelligent Learning, ATA has other variable interests in ATA Intelligent Learning through its wholly-owned subsidiary, ATA Testing, among others, (i)ATA Testing’s subordinated loans to Mr. Kevin Xiaofeng Ma and Mr. Haichang Xiong (used by them to finance their equity investment in ATA Intelligent Learning) and other subordinated loans to ATA Intelligent Learning, (ii) ATA Testing’s right, under the loan agreement, to receive all the dividends declared by ATA Intelligent Learning through its nominee shareholders and (iii) ATA Testing’s exclusive purchase option to acquire (or to have ATA Testing’s designee acquire) 100% of the equity interest or assets in ATA Intelligent Learning for a consideration equal to the loans provided by ATA Testing to Mr. Kevin Xiaofeng Ma and Mr. Haichang Xiong, to the extent permitted under PRC law. As a result of these variable interests, ATA has the obligation to absorb the expected losses and the right to receive expected residual returns of ATA Intelligent Learning. In accordance with Accounting Standards Codification (“ASC”) 810-10-25-38A,ATA has a controlling financial interest in ATA Intelligent Learning through its wholly-owned subsidiary, ATA Testing, because ATA (i) has the power to direct activities of ATA Intelligent Learning that most significantly impact the economic performance of ATA Intelligent Learning; and (ii) the obligation to absorb the expected losses and the right to receive expected residual return of ATA Intelligent Learning that could potentially be significant to ATA Intelligent Learning. Thus, ATA is the primary beneficiary of ATA Intelligent Learning. Accordingly, the financial statements of ATA Intelligent Learning are consolidated in the Company’s consolidated financial statements. Under the terms of the VIE Agreements, ATA Intelligent Learning’s nominee shareholders have no rights to the net assets nor have the obligations to fund the deficit, and such rights and obligations have been vested to ATA. All of the equity (net assets) and net incomes or losses of ATA Intelligent Learning are attributed to ATA. The key terms of these VIE Agreements are as follows: Loan agreements: ATA Testing lent to ATA Intelligent Learning’s nominee shareholders, Mr. Kevin Xiaofeng Ma, and Mr. Haichang Xiong, interest free loans in the amount of RMB 10.0 million for the sole purpose of investing in ATA Intelligent Learning as ATA Intelligent Learning’s registered capital. The nominee shareholders of ATA Intelligent Learning can only repay the loans by transferring all of their legal ownership interest in ATA Intelligent Learning to ATA Testing or to a third party designated by ATA Testing. The nominee shareholders of ATA Intelligent Learning are required to pay to ATA Testing all dividends received from ATA Intelligent Learning. The initial terms of the loans are ten years, which may be extended upon the written agreement of ATA Testing and ATA Intelligent Learning’s nominee shareholders. The approval of ATA Intelligent Learning is not required for the renewal of the loan agreements nor can ATA Intelligent Learning terminate the loan agreement during the contract term. ATA Testing lent RMB 1.0 million on March 15, 2018 and RMB 9.0 million on December 28, 2018. As of December 31, 2018, the remaining terms of the loan agreements are 9.2 years and 10.0 years for the loans of RMB 1.0 million and RMB 9.0 million, respectively, assuming no renewal of the agreement. On March 19, 2019, ATA Testing, ATA Intelligent Learning and each of the nominee equity shareholders of ATA Intelligent Learning entered into a supplementary agreement to the VIE agreements, pursuant to which the aggregate amount of loans made by ATA Testing to the shareholders of ATA Intelligent Learning for the capitalization of ATA Intelligent Learning was increased from RMB 10.0 million to RMB 30.0 million with all other terms and conditions under the VIE Agreements remain unchanged. Exclusive technical consulting and services agreement: ATA Testing has the sole and exclusive right to provide specified technology consulting and services to ATA Intelligent Learning. The Parties agree that the intellectual property rights created by ATA Testing in the course of performing this agreement, including without limitation any copyrights, trademarks or logos registered or not, patents and proprietary technology, shall belong to ATA Testing. The consulting fee payable by ATA Intelligent Learning to ATA Testing shall be confirmed by ATA Testing in writing and be calculated based on the actual time spent by ATA Testing in providing services to ATA Intelligent Learning on a quarterly basis. The consulting fee shall be settled on a quarterly basis, and at the end of each year, ATA Testing shall confirm the total consulting and other fees incurred for the year in writing and ATA Intelligent Learning shall settle any outstanding on a timely basis. This agreement was entered in on March 15, 2018 and shall continue for a period of 30 years from thenon and shall be automatically extended for another 10 years unless ATA Testing gives its written notice terminating this agreement 3 months before the expiration of this agreement. Call option and cooperation agreement: Pursuant to the call option and cooperation agreement entered into among ATA Testing, ATA Intelligent Learning and its nominee shareholders, when permitted by applicable laws, ATA Testing (or any eligible party designated by ATA Testing) shall have the right to acquire, at any time, all of ATA Intelligent Learning’s assets or its share equity owned by the nominee shareholders of ATA Intelligent Learning, at a price equal to the sum of the principles of the loans (RMB 10.0 million) from ATA Testing to the nominee shareholders of ATA Intelligent Learning. If ATA Testing elects to purchase a portion of ATA Intelligent Learning’s share equity or assets, the exercise price for such purpose shall be adjusted accordingly based on the percentage of such share equity or assets to be purchased over the total share equity or assets. Without the prior written consent of ATA Testing, ATA Intelligent Learning may not sell or otherwise dispose its assets or beneficial interests, create or allow any encumbrance on its assets or other beneficial interests, enter into any material contracts (except those contracts entered into in the ordinary course of business), or distribute dividends to the nominee shareholders. ATA Testing is also obligated to provide financial support to ATA Intelligent Learning’s operation to which ATA Testing has no recourse right if ATA Intelligent Learning cannot repay such financing due to its losses. This agreement shall be effective upon the execution date and remain effective thereafter. This agreement can only be terminated with the unanimous consent of all parties, except that ATA Testing may terminate this agreement with 30 days prior notice to the other parties. Equity interest pledge agreement: To secure the payment obligations of ATA Intelligent Learning, ATA Intelligent Learning’s nominee shareholders have pledged to ATA Testing their entire equity ownership interests in ATA Intelligent Learning, each of the nominee shareholders of ATA Intelligent Learning has pledged all of his equity interest in ATA Intelligent Learning to guarantee his and ATA Intelligent Learning’s performance of his obligations under, where applicable, the exclusive technical consulting and services agreement and the call option and cooperation agreement. If ATA Intelligent Learning or the nominee shareholders of ATA Intelligent Learning breach their contractual obligations under these agreements, ATA Testing, as pledgee, will have the right to dispose the pledged equity interests. The nominee shareholders of ATA Intelligent Learning agree that, during the term of the equity interest pledge agreements, they will not dispose the pledged equity interests or create or allow any encumbrance on the pledged equity interests, and they also agree that ATA Testing’s rights relating to the equity pledge should not be suspended or hampered by the nominee shareholders, their successors or their designates. During the term of the equity interest pledge agreement, ATA Testing has the right to receive all of the dividends and profits distributed on the pledged equity. The term of the equity interest pledge agreement shall commence on March 15, 2018 and shall expire on the earlier of (a) the date on which all outstanding secured obligations are paid in full or otherwise satisfied (as applicable); (b) ATA Testing enforces the equity interest pledge agreement pursuant to the terms and conditions, to satisfy its rights under the secured obligations and pledged collateral in full, or (c) the nominee shareholders of ATA Intelligent Learning complete their transfer of the equity interest to another party (individual or legal entity) pursuant to the “Call Option and Cooperation Agreement” and no longer holds any equity interest in ATA Intelligent Learning. ATA Intelligent Learning has registered these equity interest pledge agreements with the competent Administration for Industry and Commerce on April 27, 2018. The registration of the equity pledge enables ATA Testing to enforce the equity pledge against third parties who acquire the equity interests of ATA Intelligent Learning in good faith. Power of attorney: Pursuant to the irrevocable powers of attorney, each of the nominee shareholders of ATA Intelligent Learning, who signed the power of attorney on March 15, 2018, appointed ATA Testing or any eligible person designated by ATA Testing as his attorney-in-fact to exercise all voting rights and other nominee shareholders rights of ATA Intelligent Learning, including but not limited to appointing or electing on their directors and executive officers. The person designated by ATA Testing is entitled to sign the transfer documents necessary for the fulfilment of the exclusive technical consulting and services agreement and the call option and cooperation agreement, and to join the liquidation group and participate in the liquidation of ATA Intelligent Learning. The term of the powers of attorney shall be consistent with the term of the equity interest pledge agreements and call option and cooperation agreement and shall be extended along with the equity interest pledge agreements and call option and cooperation agreement. The Company relies on the VIE Agreements to operate and control ATA Intelligent Learning. However, these contractual arrangements may not be as effective as direct equity ownership in providing the Company with control over ATA Intelligent Learning. Any failure by ATA Intelligent Learning or its nominee shareholders to perform their obligations under the VIE Agreements would have a material adverse effect on the financial position and financial performance of the Company. All the VIE Agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements. In addition, if the legal structure and the VIE Agreements were found to be in violation of any existing or future PRC laws and regulations, the Company may be subject to fines or other legal or administrative sanctions. In the opinion of management, based on the legal opinion of Jincheng Tongda & Neal Law Firm, our PRC legal counsel, the above contractual arrangements are legally binding and enforceable and do not violate current PRC laws and regulations. However, there are uncertainties regarding the interpretation and application of existing and future PRC laws and regulations. The Company cannot assure that the PRC regulatory authorities will not ultimately take a contrary view to its opinion. If the current ownership structure of the Company and the contractual arrangements with ATA Intelligent Learning are found to be in violation of any existing or future PRC laws and regulations, the PRC government could: · revoke the Company’s business and operating licenses; · levy fines on the Company; · confiscate any of the Company’s income that they deem to be obtained through illegal operations; · shut down a portion or all of the Company’s servers or block a portion or all of the Company’s website; · discontinue or restrict the Company’s operations in PRC; · impose conditions or requirements with which the Company may not be able to comply; · require the Company to restructure its corporate and contractual structure; · take other regulatory or enforcement actions that could be harmful to the Company’s business. If the imposition of any of these government actions, or any inability to enforce the contractual arrangements upon a breach, causes the Company to lose its ability to direct the activities of ATA Intelligent Learning or receive substantially all the economic benefits and residual returns from ATA Intelligent Learning and the Company is not able to restructure its ownership structure and operations in a satisfactory manner, the Company would no longer be able to consolidate the financial results of ATA Intelligent Learning in the Company’s consolidated financial statements. Total assets, total liabilities, equity, revenues, net income and cash flows of the Company would be significantly less than the reported amount in the consolidated financial statements of the Company. In the opinion of management, the likelihood of deconsolidation of ATA Intelligent Learning is remote based on current facts and circumstances. The equity interests of ATA Intelligent Learning are legally held by Mr. Ma and Mr. Xiong as nominee shareholders on behalf of ATA. Mr. Ma is chairman of the board and director of ATA and Mr. Xiong is general counsel of ATA. Mr. Ma holds over 50% of the total ordinary shares issued and outstanding as of December 31, 2018. The Company cannot assure that when conflicts of interest arise, either the nominee shareholders will act in the best interests of the Company or such conflicts will be resolved in the Company’s favour. Currently, the Company does not have any arrangements to address potential conflicts of interest between the nominee shareholders and the Company, except that ATA Testing could exercise the purchase option under the exclusive option agreement with the nominee shareholders to request them to transfer all of their equity ownership in ATA Intelligent Learning to a PRC entity or individual designated by ATA Testing. The Company relies on the nominee shareholders, who are ATA’s director and general counsel and who owe a fiduciary duty to ATA, to comply with the terms and conditions of the contractual arrangements. Such fiduciary duty requires the nominee shareholders to act in good faith and in the best interests of ATA and not to use their positions for personal gains. If the Company cannot resolve any conflict of interest or dispute between the Company and the nominee shareholders of ATA Intelligent Learning, the Company would have to rely on legal proceedings, which could result in disruption of the Company’s business and subject the Company to substantial uncertainty as to the outcome of any such legal proceedings. The Company’s involvement with ATA Intelligent Learning under the VIE Agreements affected the Company’s consolidated financial position, results of operations and cash flows as presented below. The following financial statement amounts and balances of ATA Intelligent Learning were included in the accompanying consolidated financial statements as of and for the year ended December 31, 2018. December 31, 2018 RMB Cash 25,369,355 Prepaid expenses and other current assets 32,860 Total current assets 25,402,215 Long-term investment 5,919,198 Property and equipment, net 8,382 Total assets 31,329,795 Accrued expenses and other payables 455,577 Amounts due to a related party (i) 28,000,000 Total current liabilities 28,455,577 Total liabilities 28,455,577 Year ended December 31, 2018 RMB Net revenues — Net loss (7,125,782) Year ended December 31 2018 RMB Net cash used in operating activities (172,145) Net cash used in investing activities (ii) (12,458,500) Net cash received from financing activities (ii) 38,000,000 (i) Amounts due to a related party represent the amount due to ATA Testing, which are eliminated on consolidation. (ii) RMB 12,450,000 of net cash used in investing activities and RMB 38,000,000 of net cash received from financing activities were related to the transactions with ATA subsidiaries, which are eliminated on consolidation. In accordance with the VIE Agreements, the Company has the power to direct the activities of ATA Intelligent Learning and can have assets transferred out of ATA Intelligent Learning. Therefore, the Company considers that there are no assets in ATA Intelligent Learning that can be used only to settle obligations of ATA Intelligent Learning, except for the registered capital amounting RMB 10.0 million as of December 31, 2018. None of the assets of ATA Intelligent Learning has been pledged or collateralized. The creditors of ATA Intelligent Learning do not have recourse to the general credit of ATA Testing or the Company. Significant Concentrations and Risks The Group is subject to the following significant concentration and risks: Concentration of cash and cash equivalents balances held at financial institutions Cash and cash equivalents balances include deposits in: December 31, December 31, 2017 2018 RMB RMB Financial institutions in the mainland of the PRC — Denominated in Renminbi (“RMB”) 34,656,651 143,760,647 — Denominated in U.S. Dollar (“USD”) 731 34 Total cash balances held at mainland PRC financial institutions 34,657,382 143,760,681 Financial institutions in Hong Kong Special Administrative Region (“HKSAR”) of the PRC — Denominated in RMB 503 672 — Denominated in Hong Kong Dollar (“HKD”) 9,725,249 8,064,121 — Denominated in USD 8,922,062 38,358,069 — Denominated in Great Britain Pound 173,298 402,799 Total cash and cash equivalents balances held at HKSAR financial institutions 18,821,112 46,825,661 Total cash and cash equivalents balances held at financial institutions 53,478,494 190,586,342 The bank deposits with financial institutions in the PRC are insured by the government authority up to RMB 500,000. The bank deposits with financial institutions in the HKSAR are insured by the government authority up to HKD 500,000. To limit exposure to credit risk, the Company primarily places bank deposits with large financial institutions in the PRC and HKSAR with acceptable credit rating. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, in which ATA, directly or indirectly, has a controlling financial interest and its variable interest entity, or VIE for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated upon consolidation. Non-redeemable non-controlling interests are separately presented as a component of equity in the consolidated financial statements. (b) Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). On June 1, 2017, the Company declared a change in the fiscal year end from March 31 to December 31. As a result, the Group has presented the nine-month period ended December 31, 2017 as its transition period, which impacts the comparability of the Group’s results between the transition period and the full years ended March 31, 2017 and December 31, 2018. Due to the ATA Online Sale Transaction, which represented a strategic shift and had a major effect on the Group’s result of operations, revenues, costs and expenses related to ATA Online Business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented. Assets and liabilities of ATA Online Business as of December 31, 2017 were reclassified separately from other assets and liabilities of the Group on the consolidated balance sheets. Refer to note 1 and note 21. (c) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include the fair values of share-based payments and available-for-sale investment, the collectability of accounts receivable, the realizability of deferred income tax assets, the estimate for useful lives and residual values of long-lived assets, the recoverability of the carrying values of long-lived assets, goodwill and long-term investments. Actual results could differ from those estimates. (d) Foreign currency The accompanying consolidated financial statements have been expressed in RMB, the Company’s reporting currency. The Company, ATA BVI and Xing Wei’s functional currency is USD. The functional currency of the Company’s PRC subsidiaries is RMB. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting foreign exchange gains and losses are included in the consolidated statements of comprehensive income (loss) in the line item “ Foreign currency exchange gains (losses), net .” Assets and liabilities of the Company, ATA BVI and Xing Wei are translated into RMB using the applicable exchange rate at each balance sheet date. Revenues and expenses are translated into RMB at average rates prevailing during the year. The resulting foreign currency translation adjustments are recognized as a separate component of accumulated other comprehensive loss within equity. Since RMB is not a fully convertible currency, all foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC. For the convenience of the readers, the 2018 RMB amounts included in the accompanying consolidated financial statements have been translated into USD at the rate of USD 1.00 = RMB 6.8755, the noon buying rate in New York cable transfers of RMB per USD as set forth in the H.10 weekly statistical release of Federal Reserve Board, as of December 31, 2018. No representation is made that the RMB amounts could have been, or could be, converted into USD at that rate or at any other rate on December 31, 2018. (e) Commitments and contingencies In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. (f) Fair value measurements The Group utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Group determines fair value based on assumptions that market participants would use in pricing an asset or liability in an orderly transaction and principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: · Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. · Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. · Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances. (g) Revenue recognition Periods prior to January 1, 2018 Prior to January 1, 2018, the Group’s revenues are principally derived from the provision of testing services and online education services. The Group recognizes revenues when all of the following have occurred: · persuasive evidence of an agreement with the customer exists; · services have been performed and/or delivery of goods has occurred; · the fees for services performed and/or price of goods sold are fixed or determinable; and · collectability of the fees and/or sales proceeds is reasonably assured. Application of the above criteria for revenue recognition for each type of service or product is as follows: i) Testing services Fees for testing services are recognized upon the completion of the exam by the test taker since the Group has no significant future involvement after the completion of the examination. Fees received in advance of test delivery are recorded as deferred revenue. ii) Online education services The Group provides an online platform for students to conduct continuing education. The platform entitles students to access online education services during a specified service period (the “subscription period”). Service fees are initially recorded as deferred revenue and are recognized as revenue on a straight-line basis over the subscription period. iii) Other revenue a) Licensing fees from authorized test centers The Group receives a fixed fee for a perpetual license that provides authorized test centers the right to use the Group’s brand name and e-testing platform. The Group is obligated to provide training and support to authorized test centers’ staff. Fixed fees for perpetual licenses are recognized on a straight-line basis over the expected licensing period of 10 years, which is the period the Group is expected to have continuing involvement with the authorized test centers. Management estimates the expected licensing period based on its historical retention experience, factoring in the expected level of future competition, the risk of technological obsolescence, technological innovation, and expected changes in the education training environment. b) Test development services Test development service fees are recognized upon the acceptance of the developed tests by the customer. The period to develop the tests is short, generally within two to six months from commencement of development. c) Test administration products Test administration products sales are recognized upon delivery and when collectability is reasonably assured. d) Operating leases The Group recognized the revenue from operating lease on a straight-line basis over the lease term. Periods commencing January 1, 2018 Since the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) starting from January 1, 2018, the Group recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which the Group expects to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes). For each performance obligation satisfied over time, the Group recognizes revenue over time by measuring the progress toward complete satisfaction of that performance obligation. If the Group does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Revenues generated from ATA Online Business, which primarily include testing services and online education services have been classified and reported under discontinued operations for all the periods presented. Refer to note 21. i) Testing services The Group derives revenues by providing testing services to the test takers for customers. Testing services revenues are recognized upon the completion of the exam by the test takers when the control over the service has been transferred to customers. ii) Online education services The Group provides an online platform for students to conduct continuing education. The platform entitles students to access online education services during a specified service period (the “subscription period”). The Group determines that the customer simultaneously receives and consumes benefits provided by the Group’s performance as the Group performs during the term of the contract and the earning process is straight-line. Service fees are initially recorded as deferred revenue and are recognized as revenue on a straight-line basis over the subscription period. iii) K12 education assessment services The Group derives revenues by providing the assessment reports for the test takers to customers. Revenues from education assessment services are recognized when the Group delivers the reports to customers, which is when the control over the report has been transferred to customers. Fees received in advance are recorded as deferred revenue, which is recognized when the Group has an obligation to transfer goods or services to a customer for which the Group has received consideration. iv) Other revenue a) Content development revenue The Group derives content development revenue by designing test model and providing the developed content to customers. Revenues from content development are recognized when the Group delivers the developed content to customers, which is when the control over the contents has been transferred to customers. v) Value added tax (“VAT”) Revenue is recognized net of VAT. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the consolidated balance sheets until paid to the tax authorities. (h) Cost of revenues Cost of revenues consists primarily of content development costs, amortized expenses of education assessment caseware, payroll compensation, and other related costs, which are directly attributable to the rendering of various services. (i) Research and development costs Research and development costs primarily consist of cost incurred over software developed for internal use and software developed for sale. i) Software developed for internal use The Group expenses all costs that are incurred in connection with the planning and implementation phases of the development of software. Costs incurred in the development phase are capitalized and amortized over the estimated product life. No costs were capitalized for any of the periods presented. ii) Software developed for sale Costs incurred internally in researching and developing a computer software product are charged to expense as research and development costs prior to technological feasibility being established for the product. Once technological feasibility is established, all computer software costs are capitalized until the product is available for general release to customers. Technological feasibility is established upon completion of all the activities that are necessary to substantiate that the computer software product can be produced in accordance with its design specifications, including functions, features, and technical performance requirements. (j) Lease Operating lease The Group leases offices under non-cancellable operating leases. Leases with escalated rent provisions are recognized on a straight-line basis commencing with the beginning of the lease term. There is no contingent rent in the lease agreements. The lease terms range between 12 and 36 months. The Company has no legal or contractual asset retirement obligations at the end of the lease term. Capital lease On initial recognition, assets held under capital leases are recorded as property and equipment. At inception of the lease, capital leases are recorded at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. Minimum lease payments under capital leases are apportioned between finance expense and reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. (k) Income taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax status is recognized in income in the period that includes the enactment date or the date of change in tax status. A valuation allowance is provided to reduce the amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized. A deferred tax liability is not recognized for the excess of the Company’s financial statement carrying amount over the tax basis of its investment in a foreign subsidiary, if there exists specific plans for reinvestment of undistributed earnings of a subsidiary which demonstrates that remittance of the earnings will be postponed indefinitely. The Group recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.The Group’s accounting policy is to accrue interest and penalties related to unrecognized tax benefits, if and when required, as interest expense and a component of general and administrative expenses, respectively in the consolidated statements of comprehensive income (loss). (l) Share-based payment The Group measures the cost of employee share options and non-vested shares based on the grant date fair value of the award and recognizes that cost over the period during which an employee is required to provide services in exchange for the award, which generally is the vesting period. For the graded vesting share options and non-vested shares, the Company recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. Awards granted to employees with performance conditions are measured at fair value on the grant date, when the employees know the specific performance target assuming all other conditions necessary for a grant have been met, and are recognized as compensation expenses in the period and thereafter when the performance goal becomes probable to achieve. When there is a modification of the terms and conditions of an award of equity instruments, the Group calculates the incremental compensation cost of a modification as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested options, the Group recognizes incremental compensation cost in the period the modification occurred. For unvested options, the Group recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. Cancellations in the vesting period are treated as an acceleration of vesting, and recognized immediately for the amount that would otherwise have been recognized for services over the vesting period. When there is a change in the grantee status from an employee to a non-employee, if grantee retains the awards on a change in status and continues to provide substantive services to the Group, the change in status results in a new measurement date for the unvested awards with compensation costs measured as if the awards were newly issued to the grantee on the date of the change in status. If grantee retains the awards on a change in status and is not required to provide substantive services to the grantor subsequent to that change in status, the change in status is, in substance, an acceleration of the vesting of the arrangement. (m) Cash, cash equivalents and short-term loan Cash and cash equivalents consist of cash in banks and highly liquid investments with original maturity less than three months. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted cash . This ASU requires companies to include cash and cash equivalents that have restrictions on withdrawal or use in total cash and cash equivalents on the statement of cash flows. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied using a retrospective transition method to each period presented. The Group adopted the new standards starting from January 1, 2018 and applied a retrospective transition method to each period presented. As a result of adoption, the Group has included RMB 30,000,000 of restricted cash in the beginning-of-period and end-of-period cash and cash equivalents balance on the consolidated statement of cash flows for the year ended March 31, 2017 and the nine-month period ended December 31, 2017 and the consolidated statement of cash flows was retrospectively adjusted by excluding the increase of restricted cash of RMB 30,000,000 from cash flows from financing activities for the year ended March 31, 2017 and the decrease of restricted cash of RMB 30,000,000 from cash flows from financing activities for the nine months ended December 31, 2017. In June 2018, the president and director of ATA Inc., Jack Huang, entered into a three-year Commercial Loan Facility (the “Facility”) with China Minsheng Bank Beijing Branch to borrow up to RMB 15,000,000 to support the working capital of ATA Testing. The Facility is pledged by the real estate property of Gongyuan 16th floor owned by ATA Testing, pursuant to which a corresponding three-year pledge agreement has been entered into between ATA Testing and China Minsheng Bank Beijing Branch. Jack Huang and ATA Testing also signed an agreement, pursuant to which all drawdowns received from China Minsheng Bank should be transferred to ATA Testing and the interests of these drawdowns will be fully paid by ATA Testing. ATA Testing shall pay interest at 6.525% per annum on the commencement date for each drawdown. The interest rate is subject to potential adjustment based on premium interest rate stipulated by the People’s Bank of China. In June and July 2018, ATA Testing has received a total of RMB 15,000,000 drawdowns and this loan has been fully repaid on October 15, 2018. On April 12, 2019, the real estate property of Gongyuan 16th floor was released from pledge and the Facility was terminated correspondingly. (n) Accounts receivable Accounts receivable are recognized at invoiced amounts, less an allowance for uncollectible accounts, if any. The allowance for doubtful accounts is the management’s best estimate of the amount of probable credit losses resulting from the inability of the Group’s customers to make required payments. The allowance for doubtful accounts is based on a review of specifically identified accounts, aging data and historical collection pattern. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet credit exposure related to its customers. (o) Long-term investments Equity method investments The Group applies the equity method to account for an equity interest in an investee over which the Group has significant influence but does not own a majority equity interest or otherwise control. Under the equity method of accounting, the Group’s share of the investee’s results of operations is reported as share of income (losses) of equity method investments in the consolidated statements of comprehensive income (loss). The Group recognizes an impairment loss when there is a decline in value below the carrying value of the equity method investment that is considered to be other than temporary. The process of assessing and determining whether impairment on an investment is other than temporary requires a significant amount of judgment. To determine whether an impairment is other than temporary, management considers whether it has the ability and intent to hold the investment until recovery and whether evidence indicating the carrying value of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the decline in value, any change in value subsequent to the period end, and forecasted performance of the investee. Other equity investments Prior to January 1, 2018, the Group accounted for other equity investments without a readily determinable fair value using the cost method. In connection with the adoption of ASC321 Investment—Equity securities as of January 1, 2018, the Group have elected to measure such investments at cost, adjusted for changes resulting from impairments and observable price changes in orderly transactions for identical or similar securities of the same issuer. The Group considers information in periodic financial statements and other documentation provided by the investees to determine whether observable price changes have occurred. The Group makes a qualitative assessment considering impairment indicators to evaluate whether the equity investments without a readily determinable fair value is impaired at each reporting period, and written down to its fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying value. If an equity security without a readily determinable fair value is impaired, the Group includes an impairment loss in net income equal to the difference between the fair value of the investment and its carrying amount. Available-for-sale investment The Group’s investment in convertible notes are classified as available-for-sale investments which are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income. An impairment loss on the available-for-sale investment is recognized in profit and loss when the decline in value is determined to be other than temporary. (p) Property and equipment, net Property and equipment is stated at historical cost. Depreciation is recognized over the following useful lives in straight-line method, taking into consideration the assets’ estimated salvage value: Building 30 years Computer equipment 3 to 5 years Furniture, fixtures and office equipment 5 years Software 3 to 5 years Motor vehicles 5 years Leasehold improvements The shorter of lease terms and estimated useful lives Ordinary maintenance and repairs are charged to expenses as incurred, while replacements and betterments are capitalized. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value of the item disposed and proceeds realized thereon. (q) Intangible assets Intangible assets acquired are initially recognized and measured at fair value. Intangible assets are amortized on a straight-line basis over their respective estimated useful lives, which range from 5 to 12 years. The Group has no intangible assets with indefinite useful lives. (r) Impairment of long-lived assets, excluding goodwill Long-lived assets, such as property and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment loss of intangible assets was recognized for the year ended March 31, 2017, the nine months ended December 31, 2017 and the year ended December 31, 2018. (s) Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually based on its identified reporting units, which are defined as reportable segments or groupings of businesses one level below the reportable segment level. The Group performs a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed. Annual impairment review over goodwill was performed at March 31 before the change of fiscal year end and was performed at December 31 after the change of fiscal year end, and when a triggering event occurs between annual impairment tests. No impairment loss of goodwill was recorded for the nine months ended December 31, 2017. The goodwill was acquired in connection with the computer-based testing services previously provided by ATA Online under the discontinued operations, and disposed in conjunction with the completion of the ATA Online Sale Transaction as stated in note 1 and note 21. Therefore goodwill balance was nil as of December 31, 2018. (t) Employee benefit plans As stipulated by the regulations of the PRC, the Company’s PRC subsidiaries are required to contribute to various defined contribution plans, organized by municipal and provincial governments on behalf of their employees. The contributions to these plans are based on certain percentages of the employee’s standard salary base as determined by the local Social Security Bureau. The Group has no other obligation for the payment of employee benefits associated with these plans beyond the annual contributions described above. Employee benefit expenses recognized under these plans for the year ended March 31, 2017, nine months ended December 31, 2017, and the year ended December 31, 2018 are allocated to the following expense items: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cost of revenues 163,981 78,381 79,280 Research and development 2,234,308 2,296,392 3,232,457 Sales and marketing 233,790 334,628 771,479 General and administrative 1,076,740 810,713 1,530,096 Total expense due to employee benefit plans 3,708,819 3,520,114 5,613,312 (u) Earnings per share Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between common shares and other participating securities based on their participating rights in undistributed earnings. The Company’s non-vested shares relating to the share-based awards under the share incentive plan were considered participating securities since the holders of these securities have non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). Diluted earnings per share is calculated by dividing net earnings |
LOAN RECEIVABLE
LOAN RECEIVABLE | 12 Months Ended |
Dec. 31, 2018 | |
LOAN RECEIVABLE | |
LOAN RECEIVABLE | (3) LOAN RECEIVABLE On March 26, 2018, ATA announced entering into a framework agreement to invest in Beijing Biztour International Travel Service Co., Ltd. (“Beijing Biztour”). The loan receivable at December 31, 2018 was a one-year loan of US$2 million at an annual interest rate of 8.0% that ATA provided to Beijing Biztour. The loan became overdue on April 6, 2019 based on the agreement. |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2018 | |
LONG-TERM INVESTMENTS | |
LONG-TERM INVESTMENTS | (4) LONG-TERM INVESTMENTS Equity method investments In September 2015, ATA BVI entered into an agreement to purchase 2,156,721 Series AA Preferred Shares issued by Brilent Inc. (“Brilent”) at a price of $0.6955 per Series AA Preferred Shares with a total consideration of USD 1.5 million. Brilent is a service provider with an easy to use SaaS (Software as a Service) based in the United States. ATA BVI held 15.47% equity interest of Brilent and one board seat out of six. The investment is accounted for under the equity method as ATA BVI is able to exercise significant influence through its board seat. The Company recognized its share of loss from this equity investment of RMB 2,837,834, RMB 1,395,234 and nil for the year ended March 31, 2017, nine months ended December 31, 2017 and year ended December 31, 2018, respectively. Management evaluated whether there was other than temporary impairment based on the facts, including recent financing activities, projected and historical financial performance. Brilent encountered severe shortage of working capital resulted from continuous negative operating cash flows and turnover of key personnel in the fourth quarter of 2017. Management considered there was other than temporary impairment for the investments in Brilent and recognized the impairment loss of RMB 4,757,972 to reduce the investment to zero, therefore, the investment balance in Brilent was nil as of December 31, 2017 and 2018. Other equity investments December 31, 2017 December 31, 2018 RMB RMB Beijing Empower Education Online Co., Ltd. 38,000,000 38,000,000 ApplySquare Education & Technology Co., Ltd. 19,721,700 22,471,700 Beijing GlobalWisdom Information Technology Co., Ltd. 12,300,000 5,919,198 Total other equity investments 70,021,700 66,390,898 During the year ended March 31, 2017, the Group entered into shares purchase agreements to acquire 8.33% equity interest of Beijing Empower Education Online Co., Ltd. (“EEO”), 9% equity interest of ApplySquare Education & Technology Co., Ltd (“ApplySquare”), and 8.2% equity interest of Beijing GlobalWisdom Information Technology Co., Ltd. (“GlobalWisdom”), by paying cash consideration of RMB 32,500,000, USD 3,000,000 (equivalent to RMB 19,721,700), and RMB 12,300,000 respectively. ATA accounted for these investments as other equity investments using the cost method of accounting prior to January 1, 2018 in accordance with ASC325, Investments—Others , since these investments are not in-substance common stock due to the liquidation preference feature, and do not have readily determinable fair value. In connection with adoption of ASC321 Investment—Equity securities effective January 1, 2018, The Group elected to measure other equity investments without a readily determinable fair value at cost adjusted for changes resulting from impairments, if any, and observable price changes in orderly transactions for the identical or similar securities of the same issuer. In April 2017, ATA entered into a capital increase agreement to make an additional investment of RMB 5,500,000 in EEO. The consideration has been paid to EEO in June 2017. After this additional investment, ATA invested a total of RMB 38,000,000 in EEO, and accounted for the investment under cost method in accordance with ASC325, Investments—Others as of December 31, 2017, since the investment is not in-substance common stock due to the liquidation preference feature, and does not have readily determinable fair value. ATA did not identify any observable price changes requiring an adjustment to the investment in EEO for the year ended December 31, 2018. On June 20, 2018, ApplySquare entered into a new financing agreement with a group of new investors. After Applysquare’s new financing, ATA’s equity shares decreased from 9% to 7.95% and ATA still has the right to appoint one director. The new financing provided the observable price for ATA’s investment and ATA engaged a third party appraiser to evaluate this investment’s carrying amount based on the observable price, and recognized a gain of RMB 2,750,000 from the change in fair value. ATA accounts for the investment in ApplySquare at cost adjusted for observable price changes for the year ended December 31, 2018. On July 26, 2017, GlobalWisdom entered into a new financing agreement with new investors. After GlobalWisdom’s new financing, ATA’s equity shares decreased to 6.8345% and ATA still has the right to appoint one director. Because these investment terms contain substantive liquidation preference over common stock that are not available to common shareholders, these investments are not substantially similar to common stock and ATA accounted for the investment under cost method in accordance with ASC325, Investments—Others as of December 31, 2017. As of December 31, 2018, ATA made a qualitative assessment and identified that GlobalWisdom failed to meet the expected milestones and operation forecasts and encountered shortage of working capital resulted from continuous negative operating cash flows, which indicates that impairment exists. ATA engaged a third party appraiser to evaluate the fair value of the investment in GlobalWisdom as of December 31, 2018 and recorded an impairment of RMB 6,380,802 based on the valuation result. The Group determined that it was not practicable to estimate fair value of cost method investments as of December 31, 2017, because the sales prices or bid-and-asked quotations of the equity interests of these entities are not currently available and the cost of obtaining an independent valuation appears excessive considering the materiality of the investments to the Group. The Group recognized the cost of these investments at cash consideration and accounted for the investment by the cost method in accordance with ASC 325, Investments-Other as of December 31, 2017. Available-for-sale investment On March 24, 2016, ATA BVI entered into a convertible promissory note (“the Notes”) purchase agreement with Brilent pursuant to which Brilent will issue up to USD 2,500,000 of the Notes to certain investors including ATA BVI. On March 30, 2016 and April 28, 2016, Brilent issued the Notes to ATA BVI in the principal amount of USD 300,000 and USD 1,200,000 at a 6% interest rate per annum, in exchange for cash of USD 1,500,000. The Notes are due and redeemable 24 months from issuance. If a qualified financing occurs on or prior to the maturity date of the Notes, the Notes and all accrued and unpaid interest thereon shall convert, at ATA BVI’s option, into qualified financing securities at 75% of the qualified financing security purchase price subject to certain adjustment. For the year ended March 31, 2017, RMB 568,320 was recognized as interest income in consolidated statements of comprehensive income (loss). The investment is classified as available-for-sale investment and is measured at fair value as of the balance sheet date. Unrealized holding loss of RMB 553,870 was reported in other comprehensive income (loss) for the year ended March 31, 2017. The Company determined the fair value of the Notes as of March 31, 2017 to be USD 1,504,000 (RMB 10,376,547). As a result of recent development of Brilent Inc., management considered that there was other than temporary impairment of this investment and recorded an impairment loss of the Notes of USD 1,504,000 (RMB 10,458,538) as of December 31, 2017. The unrealized loss of the Notes of RMB 553,870 has been reclassified to profit and loss correspondingly. Due to the above impairment recognized in the nine months ended December 31, 2017, the net book value of this investment is nil as of December 31, 2017 and 2018. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2018 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | (5) FAIR VALUE MEASUREMENT The following tables present the placement in the fair value hierarchy of available-for-sale investment that are measured at fair value on a recurring basis at December 31, 2017 and December 31, 2018 Fair value disclosure or measurement at December 31, 2017 and 2018 using December 31, 2017 and 2018 Level 1 Level 2 Level 3 RMB RMB RMB RMB Available-for-sale investment: Convertible promissory note — — — — The following table presents a roll-forward of the fair value of Level 3 available-for-sale investment for the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018, respectively: Available-for-sale investment RMB Beginning balance as of April 1, 2016 1,938,360 Purchase 7,957,440 Total gain or losses: Included in net loss 568,320 Included in other comprehensive income (553,870) Foreign currency translation adjustment 466,297 Ending balance as of March 31, 2017 10,376,547 Total gain or losses: Included in net income (10,458,538) Reclassification adjustment for loss on available-for-sale investment included in net income, net of nil income tax 553,870 Foreign currency translation adjustment (471,879) Ending balance as of December 31, 2017 and December 31, 2018 — The following tables present the placement in the fair value hierarchy of assets that are measured at fair value on a non-recurring basis at December 31, 2018: Fair value disclosure or measurement at December 31, 2018 using December 31,2018 Level 1 Level 2 Level 3 RMB RMB RMB RMB Other equity investments ApplySquare Education & Technology Co., Ltd. 22,471,700 — — 22,471,700 Beijing GlobalWisdom Information Technology Co., Ltd. 5,919,198 — — 5,919,198 The other equity investments without readily determinable fair value are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. If an impairment or observable price adjustment is recognized on the equity securities during the period, the Company will classify these assets as Level 3 within the fair value hierarchy based on the nature of the fair value inputs. ApplySquare entered into a new financing agreement with a group of new investors in 2018, which provided the observable price for ATA’s investment and the fair value adjustments are determined primarily based on the market approach as of the transaction date. As a result, the Group recognized a gain of RMB 2,750,000 from the change in fair value for the year ended December 31, 2018. To estimate the fair value of investment in GlobalWisdom, the Group used Discounted Cash Flow Model (“DCF Model”), which is based on the fair value of the entire invested capital of GlobalWisdom using an income approach. The significant inputs for the valuation model include, but not limited to, future cash flows, discount rate, and the comparable selection set of companies operating in similar businesses. As a result, the Group recorded impairment loss of RMB 6,380,802 for the year ended December 31, 2018. The Group did not have any non-financial assets and liabilities that are measured at fair value on a non-recurring basis as of December 31, 2017 and December 31, 2018, respectively. The Group’s financial instruments consist of cash and cash equivalents, accounts receivable, advances to third parties, employees and suppliers, which are included in the prepaid expenses and other current assets, loan receivable and accrued expenses and other payables, all of which have a carrying amount that approximate fair value because of the short maturity of these instruments. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | (6) PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: December 31, 2017 December 31, 2018 RMB RMB Building 53,049,213 53,049,213 Computer equipment 503,411 599,992 Furniture, fixtures and office equipment 1,530,485 1,437,949 Motor vehicles 1,986,506 1,986,506 Software 1,156,779 1,156,779 Leasehold improvements 5,842,420 695,185 64,068,814 58,925,624 Less: accumulated depreciation and amortization (21,766,182) (21,494,883) Property and equipment, net 42,302,632 37,430,741 Total depreciation expense recognized for the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018 is allocated to the following expense items: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cost of revenues 1,859,678 1,384,157 3,802 Research and development 921,720 641,793 640,372 Sales and marketing 136,243 111,226 122,199 General and administrative 801,952 626,395 417,295 Other operating income, net — — 1,782,454 Total depreciation expense 3,719,593 2,763,571 2,966,122 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL AND INTANGIBLE ASSETS, NET | |
GOODWILL AND INTANGIBLE ASSETS, NET | (7) GOODWILL AND INTANGIBLE ASSETS, NET (a) Goodwill Goodwill balance before the ATA Online Sale Transaction consisted of RMB 6,880,123 recognized from the acquisition of 5% equity shares of ATA Testing in 2002, RMB 16,542,727 recognized from the acquisition of Beijing Jindixin Software Technology Company Limited (“Beijing JDX”) and JDX Holdings Limited (“JDX BVI”) in February 2009, RMB 7,589,052 recognized from the acquisition of Xing Wei in November 2013 and RMB 997,123 recognized from the acquisition of Beijing Qihuang Huizhi Technology Co., Limited (“Qihuang Huizhi”), majority owned subsidiary of ATA Online acquired in December 2017. The above goodwill represents the benefits and synergies that the acquired businesses are expected to bring to the Company in relation to the computer-based testing services and expand the Company’s customer base and product offering of testing services. In December 2017, ATA Online acquired 65% equity interest in Qihuang Huizhi, with a total consideration of RMB 650,000, which was fully paid on December 13, 2017. This acquisition was accounted for under the acquisition method and the excess of cost of acquisition and fair value of the non-controlling interests over the fair value of the identifiable net assets of Qihuang Huizhi, is recorded as goodwill of RMB 997,123. In December 2017, the Company sold the entire 60% equity interest in Beijing Puhua Huitong Education Technology Co., Limited (“Puhua Technology”) for RMB 2,000,000 in cash, and the goodwill of RMB 1,512,081 recognized from the acquisition of Puhua Technology has been disposed correspondingly. The change in the carrying amount of goodwill is as follows: RMB Balance as of March 31, 2017 32,523,983 Less: Disposal of Puhua Technology (1,512,081) Add: Acquisition of Qihuang Huizhi 997,123 Balance as of December 31, 2017 32,009,025 Less: Disposal of discontinued operations (Note 21) (32,009,025) Balance as of December 31, 2018 — (a) Intangible assets The following table summarizes the Company’s intangible assets, as of December 31, 2017 and December 31, 2018. December 31, 2017 Weighted Gross Accumulated Net average carrying amortization carrying amortization amount /deduction Impairment amount period RMB RMB RMB RMB Years Education assessment caseware (i) 6,707,547 (961,982) — 5,745,565 5 Total intangible assets 6,707,547 (961,982) — 5,745,565 December 31, 2018 Weighted Gross Accumulated Net average carrying amortization carrying amortization amount /deduction Impairment amount period RMB RMB RMB RMB Years Education assessment caseware (i) 9,251,887 (2,430,708) — 6,821,179 5 Software platform of Project Shuang Chuang (ii) 10,844,339 (542,940) — 10,301,399 5 Total intangible assets 20,096,226 (2,973,648) — 17,122,578 Amortization expenses for intangible assets recognized as cost of revenues and selling expenses were RMB 208,868, RMB 753,114 and RMB 2,011,666 for the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018, respectively. (i) Education assessment caseware is the test content purchased for the Company’s strategic K-12 academic assessment business, which includes three subjects of Literature, Mathematics and English over six grades of junior and senior high school. (ii) Software platform of Project Shuang Chuang is the software platform purchased from a third party for providing vocational assessment and training services that focuses on the innovation related competencies of college students. As of December 31, 2018, the estimated amortization expense for the next five years is as follows: December 31 RMB 2019 4,023,583 2020 4,023,583 2021 4,023,583 2022 3,061,602 2023 1,990,227 |
ACCRUED EXPENSES AND OTHER PAYA
ACCRUED EXPENSES AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2018 | |
ACCRUED EXPENSES AND OTHER PAYABLES | |
ACCRUED EXPENSES AND OTHER PAYABLES | (8) ACCRUED EXPENSES AND OTHER PAYABLES Accrued expenses and other payables consist of the following: December 31, 2017 December 31, 2018 RMB RMB Accrued payroll and welfare 7,932,653 8,934,828 Payables of test monitoring fees 2,452,035 2,432,153 Other current liabilities 17,633,833 6,744,958 Total accrued expenses and other payables 28,018,521 18,111,939 Other current liabilities as of December 31, 2018 mainly include lessees’ rental deposits, accrued traveling, meeting and other operating expenses. Other current liabilities as of December 31, 2017 primarily include accrued professional service fees. |
CHANGE IN FISCAL YEAR END
CHANGE IN FISCAL YEAR END | 12 Months Ended |
Dec. 31, 2018 | |
CHANGE IN FISCAL YEAR END | |
CHANGE IN FISCAL YEAR END | (9) CHANGE IN FISCAL YEAR END During the nine-month period ended December 31, 2017, the Group changed its fiscal year end to December 31, effective December 31, 2017. The consolidated financial statements for the nine-month period ended December 31, 2017 is not comparable to that as of and for the twelve months ended December 31, 2018. For comparison purposes, the Group included the selected data from unaudited consolidated income statement for the twelve-month period ended December 31, 2017 per below: Twelve months ended December 31, 2017 2018 RMB RMB Net revenues 7,389,371 1,338,592 Cost of revenues 4,957,647 4,251,451 Gross profit (loss) 2,431,724 (2,912,859) Operating expenses 74,104,081 68,672,509 Other operating income, net — 3,793,418 Loss from operations (71,672,357) (67,791,950) Other loss, net (16,427,003) (261,524) Loss from continuing operations before income taxes (88,099,360) (68,053,474) Income tax benefit (591,290) — Loss from continuing operations, net of income taxes (87,508,070) (68,053,474) Income from discontinued operations, net of income taxes 61,431,845 918,654,979 Net income (loss) (26,076,225) 850,601,505 |
NET REVENUES
NET REVENUES | 12 Months Ended |
Dec. 31, 2018 | |
NET REVENUES | |
NET REVENUES | (10) NET REVENUES The components of net revenues for the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018, are as follows: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB K12 education assessment services revenue 235,849 349,057 944,340 Other revenue 8,595,541 4,836,765 394,252 Net Revenues 8,831,390 5,185,822 1,338,592 Other revenue primarily includes rental income for reporting periods prior to January 1, 2018 and content development services after January 1, 2018. The Group adopted ASC 606, Revenue from Contracts with Customers from January 1, 2018. The Group has applied the modified retrospective method starting on January 1, 2018 and conducted a review and evaluation over all the contracts that are not completed on January 1, 2018 and concluded that there is nil impact on the retained earnings as of January 1, 2018 as a result of the adoption of new revenue guidance. Results for reporting periods after January 1, 2018 are presented in accordance with the new revenue guidance, while prior period amounts are not adjusted and continue to be reported in accordance with ASC 605, Revenue Recognition . For the year ended March 31, 2017 and nine months ended December 31, 2017, RMB 7,181,226 and RMB 4,041,142 rental income were recorded under net revenues respectively. For the year ended December 31, 2018, rental income of RMB 5,943,984 netting relevant costs was classified as “other operating income, net” as a result of the adoption of new revenue guidance ASC 606, effective January 1, 2018. Net revenues for the year ended December 31, 2018 would have increased by RMB 5,943,984 if the Group had not adopted ASC 606, Revenue from Contracts with Customers. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
INCOME TAXES | (11) INCOME TAXES Cayman Islands and British Virgin Islands Under the current laws of the Cayman Islands and the British Virgin Islands, the Group is not subject to any income tax in these jurisdictions. Hong Kong Xing Wei did not derive any income that is subject to Hong Kong profits tax for the taxable year ended March 31, 2017, nine months ended December 31, 2017 and the taxable year ended December 31, 2018. Accordingly, no provision for Hong Kong profits tax was required. PRC income tax arising from disposal of investment in a prior subsidiary, Zhongxiao Zhixing, which was previously operating in PRC, was filed and paid during the taxable year ended December 31, 2018. The payment of dividends by Hong Kong companies is not subject to any Hong Kong withholding tax. People’s Republic of China The Company’s consolidated PRC entities file separate income tax returns. Under the Enterprise Income Tax Law (“EIT Law”), the statutory income tax rate is 25% effective from January 1, 2008. Entities that qualify as “high-and-new technology enterprises eligible for key support from the State” (“HNTE”) are entitled to a preferential income tax rate of 15%. If an HNTE enterprise no longer satisfies the related accreditation criteria, its certificate will be cancelled and it will cease to be entitled to the related tax incentives. The Company’s PRC entities are subject to income tax at 25%, unless otherwise specified. In December 2008, ATA Testing received approval from the tax authority that it qualified as an HNTE. The certificate entitled ATA Testing to the preferential income tax rate of 15% effective retroactively from January 1, 2008 to December 31, 2010. In October 2011, ATA Testing received approval from the tax authority on its renewal as an HNTE which entitled it to the preferential income tax rate of 15% effective retroactively from January 1, 2011 to December 31, 2013. In October 2014, ATA Testing received approval from the tax authority on its renewal as an HNTE which entitled it to the preferential income tax rate of 15% effective retroactively from January 1, 2014 to December 31, 2016. In October, 2017, ATA Testing received approval from the tax authority on its renewal as an HNTE which entitled it to the preferential income tax rate of 15% effective retroactively from January 1, 2017 to December 31, 2019. In December 2009, Muhua Shangce received approvals from the tax authority that it qualified as an HNTE. The certificate entitled it to the preferential income tax rate of 15% effective retroactively from January 1, 2009 to December 31, 2011. In July 2012, Muhua Shangce received approval from the tax authority on its renewal as an HNTE which entitled it to the preferential income tax rate of 15% effective retroactively from January 1, 2012 to December 31, 2014. In November 2015, Muhua Shangce received approval from the tax authority on its renewal as an HNTE which entitled it to the preferential income tax rate of 15% effective retroactively from January 1, 2015 to December 31, 2017. In October, 2018, Muhua Shangce received approval from the tax authority on its renewal as an HNTE which entitled it to the preferential income tax rate of 15% effective retroactively from January 1, 2018 to December 31, 2020. The EIT Law and its relevant regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends distributed by a PRC-resident enterprise to its immediate holding company outside the PRC for earnings generated beginning January 1, 2008. Undistributed earnings generated prior to January 1, 2008 are exempt from withholding tax. As of December 31, 2017, the Company has accrued withholding tax of RMB 22,797,747 on undistributed earnings of RMB 227,977,473 generated by its PRC consolidated entities since January 1, 2008. As of result of the ATA Online Sale Transaction, the withholding tax of RMB 22.8 million accrued from the disposed entities in the PRC has been recorded under discontinued operations. Refer to note 21. As of December 31, 2018, the Company has not provided for income taxes on earnings of RMB 71,323,502 generated by its PRC consolidated entities, as the Company plans to reinvest these earnings indefinitely in the PRC. The unrecognized deferred income tax liability related to these earnings was RMB 7,132,350. Loss from continuing operations before income taxes were generated in the following jurisdictions: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cayman Islands and British Virgin Islands (13,353,444) (39,725,254) (29,296,296) PRC (44,835,406) (35,150,223) (39,680,573) Hong Kong (33,943) (37,472) 923,395 Loss before continuing operations before income taxes (58,222,793) (74,912,949) (68,053,474) Income tax expense recognized in the consolidated statements of comprehensive income (loss) consists of the following: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB PRC Current income tax benefit (591,290) — — Deferred income tax expense (benefit) 2,109,096 (2,109,096) — Total income tax expense (benefit) 1,517,806 (2,109,096) — The actual income tax expense (benefit) reported in the consolidated statements of comprehensive income (loss) differs from the respective amount computed by applying the PRC statutory income tax rate of 25% for each of the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018 to earnings before income taxes due to the following: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Computed “expected” income tax expense (14,555,699) (18,728,237) (17,013,369) Increase (decrease) in valuation allowance 11,276,245 9,261,477 (14,570,083) Entities not subject to income tax 2,118,266 8,244,168 4,896,732 Non-deductible expenses Entertainment 101,297 98,299 255,843 Share-based compensation 1,228,581 1,696,514 2,427,342 Bad debt loss 26,976 (96,683) 25,206 Additional deduction of research and development costs (1,369,974) (951,062) (447,525) Withholding tax related to undistributed earnings 2,109,096 (2,109,096) — Gain from discharge of intercompany payables (a) — — 25,594,493 Investment loss from sale of non-redeemable non-controlling interests (b) — — (1,725,000) Other 583,018 475,524 556,361 Actual income tax expense (benefit) 1,517,806 (2,109,096) — (a) The gain from discharge of intercompany payables represents the gain recognized from the discharge of payables of ATA Testing due to ATA Learning, Zhongxiao Zhixing and ATA BVI. These payables were waived in accordance with the terms agreed in the ATA Online Sale Transaction. (b) The investment loss from sale of non-redeemable non-controlling interests represents the investment loss recognized from the transfer of 24% equity shares of Muhua Shangce to a limited partnership named Ningbo Meishan Bonded Port Area Zunming Investment Management Center (Limited Partnership) (“Limited Partnership”) from ATA Testing. Refer to note 12. The applicable PRC statutory income tax rate is used since the Group’s taxable income is generated in the PRC. The tax effects of the Group’s temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are as follows: December 31, December 31, 2017 2018 RMB RMB Deferred income tax assets: Tax loss carry forwards 32,272,023 14,082,622 Impairment loss of long-term investments — 4,132,700 Accrued expenses and other payables 3,097,047 2,946,135 Property and equipment, net 226,604 551,634 Donation 250,000 250,000 Total gross deferred income tax assets 35,845,674 21,963,091 Less: valuation allowance (35,845,674) (21,275,591) Total deferred income tax assets, net — 687,500 Deferred income tax liabilities: Change in fair value of long-term investment — 687,500 Total gross deferred income tax liabilities — 687,500 Net deferred income tax assets — — Net deferred income tax liabilities — — The movements of the valuation allowance are as follows: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Balance at the beginning of the period 15,307,952 26,584,197 35,845,674 Additions 11,276,245 9,261,477 11,024,410 Reduction due to gain from discharge of intercompany payables — — (25,594,493) Balance at the end of the period 26,584,197 35,845,674 21,275,591 As of December 31, 2018, the valuation allowance of RMB 21,275,591 was related to the deferred income tax assets of PRC entities which were in loss position. As of December 31, 2018, management believes it is more likely than not that the Group will realize the deferred income tax assets, net of the valuation allowance. As of December 31, 2018, the Group had tax loss carry forwards for PRC income tax purpose of RMB 56,330,488 of which RMB 1,478,092, RMB 2,077,750, RMB 1,593,134, RMB 10,761,200, RMB 24,885,644 and RMB 15,534,668 will expire if unused by December 31, 2023, 2024, 2025, 2026, 2027 and 2028, respectively. For the year ended March 31, 2017 , nine months ended December 31, 2017 and the year ended December 31, 2018, the Group had no unrecognized tax benefits, and thus no related interest and penalties were recorded. Also, the Group does not expect that the amount of unrecognized tax benefits will significantly increase within the next twelve months. According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. The income tax return of each of the Company’s PRC consolidated entities is subject to examination by the relevant tax authorities for the calendar tax years beginning 2014. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2018 | |
NON-CONTROLLING INTERESTS | |
NON-CONTROLLING INTERESTS | (12) NON-CONTROLLING INTERESTS (a) Redeemable non-controlling interests In February 2017, two third-party investors (“the investors”) acquired 20% of the equity interest of Muhua Shangce at a consideration of RMB 34,000,000. The investors have the right to ask Muhua Shangce to purchase back part or all of the equity interest if Muhua Shangce does not achieve a qualified IPO within 6 years, as defined by the investment agreement, at the redemption price of RMB 34,000,000 plus 8% of interest for the period from February 2017 to the date of redemption. The redeemable non-controlling interest was recorded outside permanent equity on a separate line item named mezzanine equity- redeemable non-controlling interests in the consolidated balance sheets and initially recorded at the carrying value of RMB 34,000,000. The amount presented in redeemable non-controlling interest should be the greater of the non-controlling interest balance after attribution of net income or loss of the subsidiary and related dividends to the non-controlling interest or the amount of redemption value. RMB Balance as of April 1, 2017 — Add: Capital contribution 34,000,000 Less: Comprehensive loss (1,444,363) Accretion of redeemable non-controlling interests 3,748,639 Balance as of December 31, 2017 36,304,276 Less: Comprehensive loss (3,181,199) Accretion of redeemable non-controlling interests 6,085,542 Balance as of December 31, 2018 39,208,619 (b) Non-redeemable non-controlling interests On October 26, 2018, Board of Directors approved that 24% of the equity shares of Muhua Shangce was transferred to a limited partnership named Ningbo Meishan Bonded Port Area Zunming Investment Management Center (Limited Partnership) (“Limited Partnership”) from ATA Testing at a consideration of RMB 1,500,000. The consideration has been fully paid to ATA Testing by the Limited Partnership on December 26, 2018. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | (13) SHARE-BASED COMPENSATION 2005 Share incentive plan In April 2005, the Company adopted a share incentive plan (the “2005 Plan”), pursuant to which the Company is authorized to issue options to officers, employees, directors and consultants of the Group to purchase up to 2,894,000 of its common shares. In October 2007, the Company’s board of directors approved an increase in the number of shares reserved for issuance under the 2005 Plan to 3,310,300 shares. The 2005 Plan expired in April 2015. Options awards provide for accelerated vesting if there is a change in control (as defined in the 2005 Plan). 2008 Share incentive plan On January 7, 2008, the Company adopted a share incentive plan (the “2008 Plan”), pursuant to which the Company is authorized to issue options and other share-based awards to officers, employees, directors and consultants of the Group to purchase up to 336,307 of its common shares, plus, unless the board of directors determines a lesser amount, an annual increase on January 1 of each calendar year beginning in 2009 equal to the lesser of 1) one percent of the number of shares issued and outstanding on December 31 of the immediately preceding calendar year, and 2) 336,307 shares (the “replenish terms”). The 2008 Plan expires in ten years. Options awards provide for accelerated vesting if there is a change in control (as defined in the 2008 Plan). On December 30, 2016, the Company amended the 2008 Plan to increase the number of Common Shares of the Company reserved for issuance to 5,726,763 shares and extend the plan together with the replenish terms for ten years from December 30, 2016 (the “Amendment and Restatement of 2008 Plan”). On October 26, 2018, the Company amended and restated the Amendment and Restatement of 2008 Plan to increase the number of Common Shares the Company reserved for issuance to 6,965,846 shares, extend its terms to last till October 25, 2028 and change the number of common shares automatically added to the option pool on each calendar year during its term to an amount equal to the lesser of (i) one percent of the total number of common shares issued and outstanding on December 31 of the immediately preceding calendar year, or (ii) such number of common shares as may be established by the board of directors (the “Second Amendment and Restatement of 2008 Plan”). As of December 31, 2018, 6,965,846 shares were reserved for issuance under the Second Amendment and Restatement of 2008 Plan. Under both the 2005 Plan and 2008 Plan (including the original and both versions of the Amendment and Restatement), share options are generally granted with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting ratably over the following 36 months, unless a shorter or longer duration is established at the time of the option grant. Share options are granted at an exercise price equal to or as an average over a certain number of trading days of the fair market value of the Company’s share at the date of grant and expire 10 years from the grant date. Under the 2008 Plan (including the original and both versions of the Amendment and Restatement), non-vested shares are generally granted with a graded vesting as to 25% at the end of each year from the grant date over 4 years , or with certain percentage vesting on the grant date or first anniversary of the grant date and the remaining portion vesting ratably over the following 36 months, unless a shorter or longer duration is established at the time of the grant. For the graded vesting share options and non-vested shares, the Company recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. In January 2017, 2,700,000 non-vested shares were granted to employees and officers with a graded vesting as to 25% at the end of each year from the grant date over 4 years and 900,000 share options were granted to Company’s employees and officers, 25% of the options vest on the first anniversary of the grant date with the remaining 75% vesting evenly over the following 36 months. The exercise price of these options is USD 1.705 per common share. In August 2017, 50,000 share options were granted to an employee, 25% of the options vest on the first anniversary of the grant date with the remaining 75% vesting evenly over the following 36 months. The exercise price of these options is USD 2.35 per common share. In July 2018, 129,168 share options and 1,262,250 non-vested shares were cancelled in connection with the ATA Online Sale Transaction. RMB 6,753,771 compensation costs were accelerated and recognized for the year ended December 31, 2018. In November 2018, 1,772,584 share options, including 1,215,114 vested share options and 557,470 non-vested share options were cancelled in accordance with the board of directors resolutions. RMB 877,321 of compensation costs were accelerated and recognized for the year ended December 31, 2018. In November 2018, 1,452,600 share options were issued to certain employees and officers with 4 years’ service condition and annual performance targets for the year 2018, 2019, 2020 and 2021, among which 363,150 share options were granted in November 2018 and the remaining portion will be granted when the employee knows the specific performance target. As the performance condition for the year 2018 was not achieved, no compensation cost was recognized for these share options. In addition, 690,000 share options were granted to employees and officers, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting ratably over the following 36 months. The exercise price of these options is USD 0.578 per common share. In addition, 800,000 non-vested shares were granted to directors, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting ratably over the following 36 months. In December 2018, 1,772,584 shares were granted to employees and officers, among which 1,412,336 shares vested immediately on the grant date and the remaining shares vested for a period from January 1, 2019 to September 1, 2021. A summary of the share options activities for the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018 is presented below: Weighted Weighted Aggregate average remaining intrinsic Number of exercise contractual value shares USD years USD Outstanding as of March 31, 2016 1,904,067 2.61 Granted 900,000 1.71 Exercised — — Forfeited (100,000) 1.71 Expired (253,000) 3.60 Outstanding as of March 31, 2017 2,451,067 2.21 Granted 50,000 2.35 Exercised — — Forfeited (50,000) 1.71 Expired (74,000) 3.60 Outstanding as of December 31, 2017 2,377,067 2.18 Granted 1,053,150 0.58 Exercised (119,792) 1.77 Forfeited (123,438) 1.71 Cancelled (1,901,752) 2.13 Expired (143,023) 3.89 Outstanding as of December 31, 2018 1,142,212 0.67 Vested and expected to vest as of December 31, 2018 1,142,212 0.67 9.71 — Exercisable as of December 31, 2018 36,978 1.71 8.05 — The aggregate intrinsic value of options outstanding and exercisable at December 31, 2018, was determined based on the closing price of the Company’s common shares on December 31, 2018. Information relating to options outstanding and exercisable as of December 31, 2018 is as follows: Options outstanding as of December 31, 2018 Options exercisable as of December 31, 2018 Exercise Remaining Exercise Remaining Number of Price Contractual Number Price Contractual Shares per Share Life of Shares per Share Life USD Years USD Years 1.71 8.05 36,978 1.71 8.05 0.58 — — — 0.67 9.71 36,978 1.71 8.05 The Company calculated the fair value of the share options on the grant date, for the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018, using the Black-Scholes-Merton pricing valuation model. The assumptions used in the valuation model are summarized as follows: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 Expected dividend yield 0 % 8.7 % 0 % Expected volatility 63 % 60 % 57 % Expected term 6.08 6.08 5.11/6.11 Risk-free interest rate (per annum) 1.98 % 1.96 % 3.05%/3.10 % The expected volatility was based on the historical volatilities of the Company. The expected term was related to the period of time the options are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the United States treasury yield curve in effect at the time of grant. Compensation expense recognized for non-vested share options for the year ended March 31, 2017,nine months ended December 31, 2017 and year ended December 31, 2018 is allocated to the following expense items: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cost of revenues — — — Research and development 113,499 476,994 157,355 Sales and marketing 64,856 272,568 70,915 General and administrative 3,771,016 2,353,681 2,024,940 Total share-based compensation expense 3,949,371 3,103,243 2,253,210 As of December 31, 2018, RMB 2,353,574 of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of approximately 3.54 years. Non-vested shares A summary of the non-vested shares activities for the year ended March 31, 2017, nine months ended December 31, 2017 and year ended December 31, 2018 is presented below: Weighted average Number grant date of shares fair value USD Outstanding at March 31, 2016 120,000 2.145 Granted 2,700,000 1.650 Vested (60,000) 2.145 Forfeited (60,000) 1.650 Outstanding at March 31, 2017 2,700,000 1.661 Granted — — Vested (60,000) 2.145 Forfeited (15,000) 1.650 Outstanding at December 31, 2017 2,625,000 1.650 Granted 2,572,584 0.537 Vested (2,068,586) 0.872 Forfeited (71,250) 1.650 Cancelled (1,262,250) 1.650 Outstanding at December 31, 2018 1,795,498 0.951 The total fair value of shares vested during the year ended March 31, 2017, nine months ended December 31, 2017 and year ended December 31, 2018 was USD 157,176, USD 148,500 and USD 2,591,875 respectively. Upon vesting of the non-vested shares, the Company withholds shares issued to the employees to meet the relevant minimum tax withholding requirements. For the year ended March 31, 2017, nine months ended December 31, 2017 and year ended December 31, 2018, the Company withheld 11,624, 11,252 and 93,496 vested shares upon vesting of the non-vested shares to satisfy the minimum tax withholding obligation. Compensation expense recognized for non-vested shares for the year ended March 31, 2017, nine months ended December 31, 2017 and year ended December 31, 2018 is allocated to the following expense items: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cost of revenues — — — Research and development 118,906 516,339 240,441 Sales and marketing 59,453 258,170 96,058 General and administrative 786,594 2,908,303 7,119,658 Total share-based compensation expense 964,953 3,682,812 7,456,157 As of December 31, 2018, RMB 8,427,757 of total unrecognized compensation expense related to non-vested shares is expected to be recognized over a weighted average period of approximately 2.57 years. |
COMMON SHARES
COMMON SHARES | 12 Months Ended |
Dec. 31, 2018 | |
COMMON SHARES | |
COMMON SHARES | (14) COMMON SHARES The Company’s board of directors approved a share repurchase program on November 1, 2012 to repurchase up to USD 5.0 million worth of its issued and outstanding American Depository Shares (“ADS”) in both open-market and privately negotiated transactions. On January 31, 2013, the Company’s board of director reviewed and approved the continuation of the share repurchase program through May 31, 2013. The Company’s board of directors approved a share repurchase program on August 5, 2014 to repurchase up to USD 5.0 million worth of its issued and outstanding ADSs in open-market through January 31, 2015. The Company’s board of directors approved a share repurchase program on September 24, 2015 to repurchase up to USD 3.0 million worth of its issued and outstanding ADSs in open-market through March 31, 2016. For the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018, the Company did not repurchase common shares. |
CASH DIVIDENDS
CASH DIVIDENDS | 12 Months Ended |
Dec. 31, 2018 | |
CASH DIVIDENDS | |
CASH DIVIDENDS | (15) CASH DIVIDENDS On June 1, 2017, the Company’s board of directors declared a special cash dividend of USD 0.205 per common share, or USD 0.41 per ADS. The total amount of dividend was RMB 65,698,571 and was paid in cash in June and July 2017. On August 7, 2018, the Company’s board of directors declared a special cash dividend of USD 3.00 per common share, or USD 6.00 per ADS, subject to the completion of the ATA Online Sale Transaction. The total amount of dividend was approximately RMB 946.6 million and was paid in cash on August 24, 2018 in connection with the final closing of the Transaction. |
STATUTORY RESERVES
STATUTORY RESERVES | 12 Months Ended |
Dec. 31, 2018 | |
STATUTORY RESERVES | |
STATUTORY RESERVES | (16) STATUTORY RESERVES In accordance with the relevant laws and regulations of the PRC, the Company’s PRC consolidated entities are required to transfer 10% of their respective after tax profit, as determined in accordance with PRC accounting standards and regulations to a general reserve fund until the balance of the fund reaches 50% of the registered capital of the respective entity. The transfer to this general reserve fund must be made before distribution of dividends can be made. As of December 31, 2017 and December 31, 2018, the PRC consolidated entities had appropriated RMB 62,309,344 and RMB 25,557,266, respectively, to the general reserve fund, which is restricted for distribution to the Company. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | (17) RELATED PARTY TRANSACTIONS Loan Facility In June 2018, the president and director of ATA Inc., Jack Huang, entered into a three-year Commercial Loan Facility (the “Facility”) with China Minsheng Bank Beijing Branch to borrow up to RMB 15,000,000 to support the working capital of ATA Testing. The Facility is pledged by the real estate property of Gongyuan 16th floor owned by ATA Testing, pursuant to which a corresponding three-year pledge agreement has been entered into between ATA Testing and China Minsheng Bank Beijing Branch. Jack Huang and ATA Testing also signed an agreement, pursuant to which all drawdowns received from China Minsheng Bank should be transferred to ATA Testing and the interests of these drawdowns will be fully paid by ATA Testing. ATA Testing shall pay interest at 6.525% per annum on the commencement date for each drawdown. The interest rate is subject to potential adjustment based on premium interest rate stipulated by the People’s Bank of China. In June and July 2018, ATA Testing has received a total of RMB 15,000,000 drawdowns and this loan has been fully paid back on October 15, 2018. The interest expenses incurred and paid by ATA Testing for the year ended December 31, 2018 was RMB 249,683. On April 12, 2019, the real estate property of Gongyuan 16th floor was released from pledge and the Facility was terminated correspondingly. Disposal of ATA Online to entities controlled by Management On August 16, 2018, ATA completed the ATA Online Sale Transaction, among which, 67.5% of the equity interest of ATA Online was transferred to the entity controlled by ATA’s Chairman and Chief Executive Officer Mr. Kevin Xiaofeng Ma and the companies controlled by certain management members of ATA Online. Refer to note 1 and note 21. Receivable due from shareholder In May 2015, the Group terminated the VIE agreements with the nominee shareholders of ATA Online. The entire equity interests of ATA Online were transferred from the nominee shareholders to ATA Learning and Zhongxiao Zhixing for a consideration of RMB 10.0 million, equivalent to the amount of the registered capital of ATA Online. As a result, ATA Online became a wholly owned subsidiary of the Group. The consideration was paid to the nominee shareholders. Mr. Haichang Xiong, has transferred his consideration of RMB 1.0 million to Mr. Kevin Xiaofeng Ma on March 29, 2016. The Group received RMB 10.0 million in cash from Mr. Kevin Xiaofeng on June 7, 2017. Sublease of Jianwai SOHO office to Master Mind ATA Testing subleased Jianwai SOHO office to an equity investee, Master Mind Education Company (“Master Mind”), with a contract term from May 17, 2015 to May 16, 2020. Since June 2017, Master Mind has encountered severe cash flow and going concern issues and stopped making rent payment to the Company. In February 2018, the sublease agreement was terminated. The Company recognized a total sublease income of RMB 650,478, RMB 207,346 and nil for the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018, respectively. Acquisition of Puhua Technology On August 31, 2016, ATA Online entered into an agreement to make a 60% equity investment in Puhua Technology with a total cash consideration of RMB 2.0 million. The director of Puhua Technology was a director of ATA learning, who resigned from ATA learning in July 2016. Disposal of equity interest in ZhiShang to Tianjin Zhishang On June 27, 2017, ATA Online entered into an agreement to sell a 15% equity interest in Beijing Zhishang Education Technology Ltd. (“Zhishang”) to Tianjin Zhishang Education Technology Limited Partnership (“Tianjin Zhishang”) for a total cash consideration of RMB 1,253,550. The Executive Partner of Tianjin Zhishang is the CEO and a director of ATA Online. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | (18) COMMITMENTS AND CONTINGENCIES (a) Lease commitments The Group entered into non-cancelable operating leases, primarily for office space, for initial terms of 12 to 36 months. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease, including any periods of free rent. Future minimum lease payments under non-cancelable operating leases as of December 31, 2018 are: Minimum Lease Payments Amount RMB Year ended December 31: 2019 2,959,829 2020 346,745 2021 — 2022 — 2023 — 3,306,574 Rental expense for operating leases (except leases with a term of one month or less that are not renewed) for the year ended March 31, 2017, nine months ended December 31, 2017 and year ended December 31, 2018 were RMB 6,089,419, RMB 4,772,679 and RMB 2,717,234 respectively. (b) Other commitments On April 27, 2017, the Group entered into a five-year agreement with Tsinghua University, under which ATA will support the research of the Research Institute of Future Education and Assessment at Tsinghua University under certain circumstances with funding support of RMB 50.0 million, out of which RMB 30.0 million will be paid in the following three years. The future minimum payments under the non-cancelable agreements as of December 31, 2018 are: Required Payments Amount RMB Year ended December 31: 2019 10,000,000 2020 10,000,000 2021 10,000,000 2022 — 2023 — 30,000,000 |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 2018 | |
OPERATING LEASES | |
OPERATING LEASES | (19) OPERATING LEASES Minimum rental income under operating lease is recognized on a straight-line basis over the term of the lease, including any periods of free rent. Property on Operating Lease December 31, 2017 December 31, 2018 RMB RMB Building 53,049,213 53,049,213 Less: Accumulated depreciation (15,149,677) (16,932,130) 37,899,536 36,117,083 Rentals under Operating Lease Future minimum rental income under non-cancelable operating lease as of December 31, 2018 are: Minimum Rentals Amount RMB Year ended December 31: 2019 3,630,265 2020 598,355 2021 — 2022 — 2023 — 4,228,620 |
EARNINGS (LOSS) PER COMMON SHAR
EARNINGS (LOSS) PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2018 | |
EARNINGS (LOSS) PER COMMON SHARE | |
EARNINGS (LOSS) PER COMMON SHARE | (20) EARNINGS (LOSS) PER COMMON SHARE Basic and diluted earnings (loss) per common share are calculated as follows: Twelve months ended Nine months ended Twelve months ended March 31, December 31, December 31, 2017 2017 2018 RMB RMB RMB Numerator: Net earnings (loss) attributable to ATA Inc. (9,716,002) 29,633,544 854,925,914 Dividends paid to participating securities — (3,749,630) (13,249,006) Redeemable non-controlling interest redemption value accretion — (3,748,639) (6,085,542) Net earnings (loss) available to common shareholders (9,716,002) 22,135,275 835,591,366 Denominator: Denominator for basic earnings (loss) per share: Weighted average common shares outstanding 45,772,916 45,793,127 45,796,886 Denominator for diluted earnings (loss) per share 45,772,916 45,793,127 45,796,886 Basic loss per common share from continuing operations (1.31) (1.72) (1.81) Diluted loss per common share from continuing operations (1.31) (1.72) (1.81) Basic earnings per common share from discontinued operations 1.10 2.20 20.06 Diluted earnings per common share from discontinued operations 1.10 2.20 20.06 Basic earnings (loss) per common share attributable to ATA Inc. (0.21) 0.48 18.25 Diluted earnings (loss) per common share attributable to ATA Inc. (0.21) 0.48 18.25 The following table summarizes potential common shares outstanding excluded from the calculation of diluted earnings (loss) per share for the year ended March 31, 2017, nine months ended December 31, 2017 and year ended December 31, 2018, because their effect is anti-dilutive: Twelve months ended Nine months ended Twelve months ended March 31, December 31, December 31, 2017 2017 2018 Shares issuable under share options 2,451,067 2,377,067 1,142,212 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2018 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | (21) DISCONTINUED OPERATIONS On August 16, 2018, ATA completed the ATA Online Sale Transaction, among which, 17.5% of the equity interest of ATA Online was transferred directly and indirectly to two entities affiliated with funds managed by CDH Investments, a major Chinese alternative asset management firm based in Beijing (the “CDH Entities”), for a consideration of USD 35.0 million, 16.5% of the equity interest of ATA Online was transferred to three holding companies controlled by certain management members of ATA Online (the “Management Entities”), for a consideration of USD 33.0 million, 15% of the equity interest of ATA Online was transferred to Zhuhai Lihonghuaying Equity Investment Partnership (Limited Partnership), a China-based entity principally engaged in private equity investments, or the LHHY Entity, for a consideration of USD 30.0 million, and 51% of the equity interest of ATA Online was transferred indirectly to New Beauty Holdings Limited, a company controlled by Kevin Xiaofeng Ma, for a consideration of USD 102.0 million. Upon the final closing of the ATA Online Sale Transaction, a special cash dividend of approximately RMB 946.6 million was distributed on August 24, 2018. Due to the closing of the Transaction, balance sheet items related to the disposed business lines will no longer be consolidated into ATA’s financial statements since the completion date of the Transaction. For the periods presented, the results of discontinued operations, less applicable income taxes, prior to the disposal date are reported as two separate components of income (loss) on the consolidated statements of comprehensive income (loss) as applicable: 1) Income (loss) from operations of discontinued operations, net of income taxes, and 2) gain from disposal of discontinued operations, net of income taxes. The major classes of line items constituting operating results of discontinued operations included in the Company’s consolidated statements of comprehensive income (loss) were as follows for the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018. Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Net revenues 463,554,326 484,873,277 194,939,146 Cost of revenues 235,445,230 255,263,889 116,432,436 Operating expenses 99,797,557 101,413,368 104,587,110 Other income (loss) (41,461,167) 3,962,257 6,929,814 Income (loss) from operations of discontinued operations, before income taxes 86,850,372 132,158,277 (19,150,586) Income tax expense (benefit) 37,079,180 31,517,344 (199,617) Income (loss) from operations of discontinued operations, net of income taxes 49,771,192 100,640,933 (18,950,969) Gain from disposal of discontinued operations, net of income taxes — — 937,605,948 Income from discontinued operations, net of income taxes 49,771,192 100,640,933 918,654,979 Net loss attributable to non-redeemable non-controlling interests from discontinued operations (253,405) (352,101) (10,608) Net Income from discontinued operations attributable to ATA Inc. 50,024,597 100,993,034 918,665,587 The major classes of line items constituting assets and liabilities of discontinued operations were as follows as of December 31, 2017. December 31, 2017 RMB ASSETS Cash and cash equivalents 202,612,448 Accounts receivable, net 100,052,120 Total current assets 310,014,014 Total assets 389,565,182 LIABILITIES AND SHAREHOLDERS’ EQUITY Accrued expenses and other payables 54,096,372 Total current liabilities 111,721,090 Total liabilities 137,019,657 The condensed cash flows of the discontinued operations were as follows for the year ended March 31, 2017, nine months ended December 31, 2017, and the year ended December 31, 2018. Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Net cash provided by (used in) operating activities 80,794,278 133,225,150 (25,108,520) Net cash used in investing activities (14,060,170) (22,052,885) (8,666,299) Net cash used in financing activities — (93,811,830) (21,098,633) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | (22) SUBSEQUENT EVENTS Investment in Xiaozhi In December 2018, ATA entered into shares purchase agreement to acquire 20% equity interest of Beijing Xiaozhi Education Technology Co., Ltd. (“Xiaozhi”) by investing cash of RMB 6,000,000. According to the shares purchase agreement, ATA has the right to appoint one director. The consideration of RMB 6,000,000 was fully paid to Xiaozhi in January 2019. |
ATA INC. ("Parent Company")
ATA INC. ("Parent Company") | 12 Months Ended |
Dec. 31, 2018 | |
ATA INC. ("Parent Company") | |
ATA INC. ("Parent Company") | (23) ATA INC. (“Parent Company”) The following presents condensed financial information of the Parent Company only. Condensed Balance Sheets December 31, 2017 December 31, 2018 December 31, 2018 RMB RMB USD Cash and cash equivalents 1,807,629 15,396,381 2,239,311 Prepaid expenses and other current assets 2,955 3,104 451 Loan receivable — 14,532,685 2,113,691 Investments in subsidiaries 374,906,204 247,870,563 36,051,277 Total assets 376,716,788 277,802,733 40,404,730 Accrued expenses and other current liabilities 11,987,350 1,985,894 288,836 Total liabilities 11,987,350 1,985,894 288,836 Common shares 3,534,871 3,534,871 514,126 Treasury shares (27,737,073) (27,737,073) (4,034,190) Additional paid in capital 389,897,690 410,195,990 59,660,532 Accumulated other comprehensive loss (26,850,955) (38,288,364) (5,568,813) Retained earnings (accumulated deficit) 25,884,905 (71,888,585) (10,455,761) Total shareholders’ equity 364,729,438 275,816,839 40,115,894 Total liabilities and shareholders’ equity 376,716,788 277,802,733 40,404,730 Condensed Statements of Comprehensive Income (Loss) Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 2018 RMB RMB RMB USD Operating expenses (3,818,608) (14,273,099) (4,963,891) (721,967) Investment income (loss) (6,587,058) 40,802,611 852,782,280 124,032,038 Interest expense (75,918) (52,074) (446) (65) Interest income 568,503 15,394 1,306,567 190,032 Foreign currency exchange gains (losses), net 197,079 (607,927) (284,138) (41,326) Earnings (loss) before income taxes (9,716,002) 25,884,905 848,840,372 123,458,712 Income tax expense — — — — Net income (loss) (9,716,002) 25,884,905 848,840,372 123,458,712 Other comprehensive income (loss) 104,358 (1,781,184) (11,437,409) (1,663,502) Comprehensive income (loss) (9,611,644) 24,103,721 837,402,963 121,795,210 Condensed Statements of Cash Flows Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 2018 RMB RMB RMB USD Net cash used in operating activities (2,858,989) (5,003,772) (29,996,291) (4,362,779) Cash flows from investing activities : Cash received from subsidiaries 400,783 73,178,416 1,001,941,215 145,726,306 Loan lent to Beijing Biztour — — (13,745,856) (1,999,252) Net cash provided by investing activities 400,783 73,178,416 988,195,359 143,727,054 Cash flows from financing activities : Cash received for exercise of share options — — 1,433,441 208,485 Special cash dividend — (65,698,571) (946,611,803) (137,678,977) Net cash used in financing activities — (65,698,571) (945,178,362) (137,470,492) Effect of foreign exchange rate changes on cash 31,935 (1,173,526) 568,046 82,619 Net increase (decrease) in cash (2,426,271) 1,302,547 13,588,752 1,976,402 Cash at beginning of period 2,931,353 505,082 1,807,629 262,909 Cash at end of period 505,082 1,807,629 15,396,381 2,239,311 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of consolidation | (a) Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, in which ATA, directly or indirectly, has a controlling financial interest and its variable interest entity, or VIE for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated upon consolidation. Non-redeemable non-controlling interests are separately presented as a component of equity in the consolidated financial statements. |
Basis of presentation | (b) Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). On June 1, 2017, the Company declared a change in the fiscal year end from March 31 to December 31. As a result, the Group has presented the nine-month period ended December 31, 2017 as its transition period, which impacts the comparability of the Group’s results between the transition period and the full years ended March 31, 2017 and December 31, 2018. Due to the ATA Online Sale Transaction, which represented a strategic shift and had a major effect on the Group’s result of operations, revenues, costs and expenses related to ATA Online Business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented. Assets and liabilities of ATA Online Business as of December 31, 2017 were reclassified separately from other assets and liabilities of the Group on the consolidated balance sheets. Refer to note 1 and note 21. |
Use of estimates | (c) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include the fair values of share-based payments and available-for-sale investment, the collectability of accounts receivable, the realizability of deferred income tax assets, the estimate for useful lives and residual values of long-lived assets, the recoverability of the carrying values of long-lived assets, goodwill and long-term investments. Actual results could differ from those estimates. |
Foreign currency | (d) Foreign currency The accompanying consolidated financial statements have been expressed in RMB, the Company’s reporting currency. The Company, ATA BVI and Xing Wei’s functional currency is USD. The functional currency of the Company’s PRC subsidiaries is RMB. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting foreign exchange gains and losses are included in the consolidated statements of comprehensive income (loss) in the line item “ Foreign currency exchange gains (losses), net .” Assets and liabilities of the Company, ATA BVI and Xing Wei are translated into RMB using the applicable exchange rate at each balance sheet date. Revenues and expenses are translated into RMB at average rates prevailing during the year. The resulting foreign currency translation adjustments are recognized as a separate component of accumulated other comprehensive loss within equity. Since RMB is not a fully convertible currency, all foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC. For the convenience of the readers, the 2018 RMB amounts included in the accompanying consolidated financial statements have been translated into USD at the rate of USD 1.00 = RMB 6.8755, the noon buying rate in New York cable transfers of RMB per USD as set forth in the H.10 weekly statistical release of Federal Reserve Board, as of December 31, 2018. No representation is made that the RMB amounts could have been, or could be, converted into USD at that rate or at any other rate on December 31, 2018. |
Commitments and contingencies | (e) Commitments and contingencies In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. |
Fair value measurements | (f) Fair value measurements The Group utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Group determines fair value based on assumptions that market participants would use in pricing an asset or liability in an orderly transaction and principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: · Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. · Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. · Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances. |
Revenue recognition | (g) Revenue recognition Periods prior to January 1, 2018 Prior to January 1, 2018, the Group’s revenues are principally derived from the provision of testing services and online education services. The Group recognizes revenues when all of the following have occurred: · persuasive evidence of an agreement with the customer exists; · services have been performed and/or delivery of goods has occurred; · the fees for services performed and/or price of goods sold are fixed or determinable; and · collectability of the fees and/or sales proceeds is reasonably assured. Application of the above criteria for revenue recognition for each type of service or product is as follows: i) Testing services Fees for testing services are recognized upon the completion of the exam by the test taker since the Group has no significant future involvement after the completion of the examination. Fees received in advance of test delivery are recorded as deferred revenue. ii) Online education services The Group provides an online platform for students to conduct continuing education. The platform entitles students to access online education services during a specified service period (the “subscription period”). Service fees are initially recorded as deferred revenue and are recognized as revenue on a straight-line basis over the subscription period. iii) Other revenue a) Licensing fees from authorized test centers The Group receives a fixed fee for a perpetual license that provides authorized test centers the right to use the Group’s brand name and e-testing platform. The Group is obligated to provide training and support to authorized test centers’ staff. Fixed fees for perpetual licenses are recognized on a straight-line basis over the expected licensing period of 10 years, which is the period the Group is expected to have continuing involvement with the authorized test centers. Management estimates the expected licensing period based on its historical retention experience, factoring in the expected level of future competition, the risk of technological obsolescence, technological innovation, and expected changes in the education training environment. b) Test development services Test development service fees are recognized upon the acceptance of the developed tests by the customer. The period to develop the tests is short, generally within two to six months from commencement of development. c) Test administration products Test administration products sales are recognized upon delivery and when collectability is reasonably assured. d) Operating leases The Group recognized the revenue from operating lease on a straight-line basis over the lease term. Periods commencing January 1, 2018 Since the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) starting from January 1, 2018, the Group recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which the Group expects to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes). For each performance obligation satisfied over time, the Group recognizes revenue over time by measuring the progress toward complete satisfaction of that performance obligation. If the Group does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Revenues generated from ATA Online Business, which primarily include testing services and online education services have been classified and reported under discontinued operations for all the periods presented. Refer to note 21. i) Testing services The Group derives revenues by providing testing services to the test takers for customers. Testing services revenues are recognized upon the completion of the exam by the test takers when the control over the service has been transferred to customers. ii) Online education services The Group provides an online platform for students to conduct continuing education. The platform entitles students to access online education services during a specified service period (the “subscription period”). The Group determines that the customer simultaneously receives and consumes benefits provided by the Group’s performance as the Group performs during the term of the contract and the earning process is straight-line. Service fees are initially recorded as deferred revenue and are recognized as revenue on a straight-line basis over the subscription period. iii) K12 education assessment services The Group derives revenues by providing the assessment reports for the test takers to customers. Revenues from education assessment services are recognized when the Group delivers the reports to customers, which is when the control over the report has been transferred to customers. Fees received in advance are recorded as deferred revenue, which is recognized when the Group has an obligation to transfer goods or services to a customer for which the Group has received consideration. iv) Other revenue a) Content development revenue The Group derives content development revenue by designing test model and providing the developed content to customers. Revenues from content development are recognized when the Group delivers the developed content to customers, which is when the control over the contents has been transferred to customers. v) Value added tax (“VAT”) Revenue is recognized net of VAT. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the consolidated balance sheets until paid to the tax authorities. |
Cost of revenues | (h) Cost of revenues Cost of revenues consists primarily of content development costs, amortized expenses of education assessment caseware, payroll compensation, and other related costs, which are directly attributable to the rendering of various services. |
Research and development costs | (i) Research and development costs Research and development costs primarily consist of cost incurred over software developed for internal use and software developed for sale. i) Software developed for internal use The Group expenses all costs that are incurred in connection with the planning and implementation phases of the development of software. Costs incurred in the development phase are capitalized and amortized over the estimated product life. No costs were capitalized for any of the periods presented. ii) Software developed for sale Costs incurred internally in researching and developing a computer software product are charged to expense as research and development costs prior to technological feasibility being established for the product. Once technological feasibility is established, all computer software costs are capitalized until the product is available for general release to customers. Technological feasibility is established upon completion of all the activities that are necessary to substantiate that the computer software product can be produced in accordance with its design specifications, including functions, features, and technical performance requirements. |
Lease | (j) Lease Operating lease The Group leases offices under non-cancellable operating leases. Leases with escalated rent provisions are recognized on a straight-line basis commencing with the beginning of the lease term. There is no contingent rent in the lease agreements. The lease terms range between 12 and 36 months. The Company has no legal or contractual asset retirement obligations at the end of the lease term. Capital lease On initial recognition, assets held under capital leases are recorded as property and equipment. At inception of the lease, capital leases are recorded at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. Minimum lease payments under capital leases are apportioned between finance expense and reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. |
Income taxes | (k) Income taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax status is recognized in income in the period that includes the enactment date or the date of change in tax status. A valuation allowance is provided to reduce the amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized. A deferred tax liability is not recognized for the excess of the Company’s financial statement carrying amount over the tax basis of its investment in a foreign subsidiary, if there exists specific plans for reinvestment of undistributed earnings of a subsidiary which demonstrates that remittance of the earnings will be postponed indefinitely. The Group recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.The Group’s accounting policy is to accrue interest and penalties related to unrecognized tax benefits, if and when required, as interest expense and a component of general and administrative expenses, respectively in the consolidated statements of comprehensive income (loss). |
Share-based payment | (l) Share-based payment The Group measures the cost of employee share options and non-vested shares based on the grant date fair value of the award and recognizes that cost over the period during which an employee is required to provide services in exchange for the award, which generally is the vesting period. For the graded vesting share options and non-vested shares, the Company recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. Awards granted to employees with performance conditions are measured at fair value on the grant date, when the employees know the specific performance target assuming all other conditions necessary for a grant have been met, and are recognized as compensation expenses in the period and thereafter when the performance goal becomes probable to achieve. When there is a modification of the terms and conditions of an award of equity instruments, the Group calculates the incremental compensation cost of a modification as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested options, the Group recognizes incremental compensation cost in the period the modification occurred. For unvested options, the Group recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. Cancellations in the vesting period are treated as an acceleration of vesting, and recognized immediately for the amount that would otherwise have been recognized for services over the vesting period. When there is a change in the grantee status from an employee to a non-employee, if grantee retains the awards on a change in status and continues to provide substantive services to the Group, the change in status results in a new measurement date for the unvested awards with compensation costs measured as if the awards were newly issued to the grantee on the date of the change in status. If grantee retains the awards on a change in status and is not required to provide substantive services to the grantor subsequent to that change in status, the change in status is, in substance, an acceleration of the vesting of the arrangement. |
Cash, cash equivalents and short-term loan | (m) Cash, cash equivalents and short-term loan Cash and cash equivalents consist of cash in banks and highly liquid investments with original maturity less than three months. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted cash . This ASU requires companies to include cash and cash equivalents that have restrictions on withdrawal or use in total cash and cash equivalents on the statement of cash flows. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied using a retrospective transition method to each period presented. The Group adopted the new standards starting from January 1, 2018 and applied a retrospective transition method to each period presented. As a result of adoption, the Group has included RMB 30,000,000 of restricted cash in the beginning-of-period and end-of-period cash and cash equivalents balance on the consolidated statement of cash flows for the year ended March 31, 2017 and the nine-month period ended December 31, 2017 and the consolidated statement of cash flows was retrospectively adjusted by excluding the increase of restricted cash of RMB 30,000,000 from cash flows from financing activities for the year ended March 31, 2017 and the decrease of restricted cash of RMB 30,000,000 from cash flows from financing activities for the nine months ended December 31, 2017. In June 2018, the president and director of ATA Inc., Jack Huang, entered into a three-year Commercial Loan Facility (the “Facility”) with China Minsheng Bank Beijing Branch to borrow up to RMB 15,000,000 to support the working capital of ATA Testing. The Facility is pledged by the real estate property of Gongyuan 16th floor owned by ATA Testing, pursuant to which a corresponding three-year pledge agreement has been entered into between ATA Testing and China Minsheng Bank Beijing Branch. Jack Huang and ATA Testing also signed an agreement, pursuant to which all drawdowns received from China Minsheng Bank should be transferred to ATA Testing and the interests of these drawdowns will be fully paid by ATA Testing. ATA Testing shall pay interest at 6.525% per annum on the commencement date for each drawdown. The interest rate is subject to potential adjustment based on premium interest rate stipulated by the People’s Bank of China. In June and July 2018, ATA Testing has received a total of RMB 15,000,000 drawdowns and this loan has been fully repaid on October 15, 2018. On April 12, 2019, the real estate property of Gongyuan 16th floor was released from pledge and the Facility was terminated correspondingly. |
Accounts receivable | (n) Accounts receivable Accounts receivable are recognized at invoiced amounts, less an allowance for uncollectible accounts, if any. The allowance for doubtful accounts is the management’s best estimate of the amount of probable credit losses resulting from the inability of the Group’s customers to make required payments. The allowance for doubtful accounts is based on a review of specifically identified accounts, aging data and historical collection pattern. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet credit exposure related to its customers. |
Long-term investments | (o) Long-term investments Equity method investments The Group applies the equity method to account for an equity interest in an investee over which the Group has significant influence but does not own a majority equity interest or otherwise control. Under the equity method of accounting, the Group’s share of the investee’s results of operations is reported as share of income (losses) of equity method investments in the consolidated statements of comprehensive income (loss). The Group recognizes an impairment loss when there is a decline in value below the carrying value of the equity method investment that is considered to be other than temporary. The process of assessing and determining whether impairment on an investment is other than temporary requires a significant amount of judgment. To determine whether an impairment is other than temporary, management considers whether it has the ability and intent to hold the investment until recovery and whether evidence indicating the carrying value of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the decline in value, any change in value subsequent to the period end, and forecasted performance of the investee. Other equity investments Prior to January 1, 2018, the Group accounted for other equity investments without a readily determinable fair value using the cost method. In connection with the adoption of ASC321 Investment—Equity securities as of January 1, 2018, the Group have elected to measure such investments at cost, adjusted for changes resulting from impairments and observable price changes in orderly transactions for identical or similar securities of the same issuer. The Group considers information in periodic financial statements and other documentation provided by the investees to determine whether observable price changes have occurred. The Group makes a qualitative assessment considering impairment indicators to evaluate whether the equity investments without a readily determinable fair value is impaired at each reporting period, and written down to its fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying value. If an equity security without a readily determinable fair value is impaired, the Group includes an impairment loss in net income equal to the difference between the fair value of the investment and its carrying amount. Available-for-sale investment The Group’s investment in convertible notes are classified as available-for-sale investments which are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income. An impairment loss on the available-for-sale investment is recognized in profit and loss when the decline in value is determined to be other than temporary. |
Property and equipment, net | (p) Property and equipment, net Property and equipment is stated at historical cost. Depreciation is recognized over the following useful lives in straight-line method, taking into consideration the assets’ estimated salvage value: Building 30 years Computer equipment 3 to 5 years Furniture, fixtures and office equipment 5 years Software 3 to 5 years Motor vehicles 5 years Leasehold improvements The shorter of lease terms and estimated useful lives Ordinary maintenance and repairs are charged to expenses as incurred, while replacements and betterments are capitalized. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value of the item disposed and proceeds realized thereon. |
Intangible assets | (q) Intangible assets Intangible assets acquired are initially recognized and measured at fair value. Intangible assets are amortized on a straight-line basis over their respective estimated useful lives, which range from 5 to 12 years. The Group has no intangible assets with indefinite useful lives. |
Impairment of long-lived assets, excluding goodwill | (r) Impairment of long-lived assets, excluding goodwill Long-lived assets, such as property and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment loss of intangible assets was recognized for the year ended March 31, 2017, the nine months ended December 31, 2017 and the year ended December 31, 2018. |
Goodwill | (s) Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually based on its identified reporting units, which are defined as reportable segments or groupings of businesses one level below the reportable segment level. The Group performs a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed. Annual impairment review over goodwill was performed at March 31 before the change of fiscal year end and was performed at December 31 after the change of fiscal year end, and when a triggering event occurs between annual impairment tests. No impairment loss of goodwill was recorded for the nine months ended December 31, 2017. The goodwill was acquired in connection with the computer-based testing services previously provided by ATA Online under the discontinued operations, and disposed in conjunction with the completion of the ATA Online Sale Transaction as stated in note 1 and note 21. Therefore goodwill balance was nil as of December 31, 2018. |
Employee benefit plans | (t) Employee benefit plans As stipulated by the regulations of the PRC, the Company’s PRC subsidiaries are required to contribute to various defined contribution plans, organized by municipal and provincial governments on behalf of their employees. The contributions to these plans are based on certain percentages of the employee’s standard salary base as determined by the local Social Security Bureau. The Group has no other obligation for the payment of employee benefits associated with these plans beyond the annual contributions described above. Employee benefit expenses recognized under these plans for the year ended March 31, 2017, nine months ended December 31, 2017, and the year ended December 31, 2018 are allocated to the following expense items: Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cost of revenues 163,981 78,381 79,280 Research and development 2,234,308 2,296,392 3,232,457 Sales and marketing 233,790 334,628 771,479 General and administrative 1,076,740 810,713 1,530,096 Total expense due to employee benefit plans 3,708,819 3,520,114 5,613,312 |
Earnings per share | (u) Earnings per share Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between common shares and other participating securities based on their participating rights in undistributed earnings. The Company’s non-vested shares relating to the share-based awards under the share incentive plan were considered participating securities since the holders of these securities have non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). Diluted earnings per share is calculated by dividing net earnings adjusted for the effect of dilutive common equivalent shares, if any, by the weighted average number of common and dilutive common equivalent shares outstanding during the year. Common equivalent shares consist of common shares issuable upon the exercise of outstanding share options (using the treasury stock method). Common equivalent shares in the diluted earnings per share computation are excluded to the effect that they would be anti-dilutive. The Group uses income (loss) from continuing operations as the control number in determining whether the potential common shares are dilutive or anti-dilutive. |
Segment reporting | (v) Segment reporting The Group has one operating segment. Substantially all of the Group’s operations and customers are located in the PRC. Consequently, no geographic information is presented. |
Discontinued operations | (w) Discontinued operations When a component of the Group’s business is sold or expected to be sold during the year, the Group considers whether the criteria of ASC 205-20, Discontinued Operations , has been met, which includes evaluating if the disposal of a component represents a strategic shift that has, or will have, a major effect on the Group. When a discontinued operation is disposed of before being classified as held for sale, the Company presents the assets and liabilities of the discontinued operation separately from other assets and liabilities on the consolidated balance sheet before the period that includes the disposal. |
Business combination | (x) Business combination Business combinations are recorded using the purchase method of accounting in accordance with ASC topic 805 (“ASC 805”): Business Combinations . The purchase method of accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets acquired and liabilities assumed, based on their estimated fair values. The consideration transferred of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings. When the consideration in an acquisition includes contingent consideration, the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in earnings. |
Recently issued accounting standards | (y) Recently issued accounting standards In February 2016, the FASB issued ASC Topic 842, Leases through ASU No. 2016-02. ASC Topic 842 requires a lessee to recognize all leases, including operating leases, on balance sheet via a right-of-use asset and lease liability, unless the lease is a short-term lease. All (or a portion of) fixed payments by the lessee to cover lessor costs related to ownership of the underlying assets, or executory costs, that do not represent payments for a good or service will be considered lease payments and be reflected in the measurement of lease assets and lease liabilities by lessees. The new standard does not substantially change lessor accounting from current U.S. GAAP. The new standard also requires lessees and lessors to disclose more qualitative and quantitative information about their leases than current U.S. GAAP does. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 (Leases) , which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. The new standard is effective for annual reporting periods, and interim periods within those periods, beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases Topic (842): Targeted Improvements . This ASU provides companies an option to apply the transition provisions of the new lease standard at its adoption date instead of at the earliest comparative period presented in its financial statements that is recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, without adjusting the comparative periods presented, as initially required. The Company will adopt the new lease accounting standard as of January 1, 2019 and has elected to apply the transition provisions of the standard on the date of adoption. Accordingly, the Company will not restate prior year comparative periods for the impact of the new lease accounting standard. The Company will elect the package of practical expedients permitted under the transition guidance within the new lease accounting standard. In addition, for leases with a term of 12 months or less, an election was made not to recognize lease assets and lease liabilities. The Company anticipates that the adoption of the new lease accounting standard will result in the recognition of right-of-use assets and lease liabilities of approximately RMB 3.5 million and RMB 3.0 million, respectively, at January 1, 2019, consisting primarily of operating leases relating to real estate. The Company does not anticipate that the new lease accounting standard will materially impact its consolidated statements of operations or consolidated statements of cash flows in periods subsequent to adoption. The aforementioned estimates related to the adoption of the new lease accounting standard are based on the Company’s assessment and best estimates to date. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820); Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This guidance removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements. Certain disclosures required by this guidance must be applied on a retrospective basis and others on a prospective basis. The guidance will be effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating this guidance to determine the impact, if any, that may have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” . The amendments in this ASU require the use of an “expected credit loss” impairment model for most financial assets reported at amortized cost, which will require entities to estimate expected credit losses over the lifetime of the instrument. This may result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, an allowance for credit losses will be recognized as a contra account to the amortized cost carrying value of the asset rather than a direct reduction to the carrying value, with changes in the allowance impacting earnings. In November 2018, the FASB issued ASU No. 2018-19 “Codification Improvements to Topic 326, Financial Instruments—Credit Losses,” which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20, but instead should be accounted for in accordance with Topic 842, Leases . ASU No. 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted in annual and interim reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. The FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” , in January 2017. Under current guidance, goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill by following procedures that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the new amendments, the goodwill impairment test compares the fair value of a reporting unit with its carrying amount and an impairment charge is measured as the amount by which the carrying amount exceeds the reporting unit’s fair value. The amendments are effective for annual and interim reporting periods beginning after December 15, 2019 and are not expected to have a significant effect on the Company’s consolidated financial statements. |
DESCRIPTION OF BUSINESS, ORGA_2
DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ATA Intelligent Learning | |
Significant Concentrations and Risks | |
Schedule of financial statement amounts and balances of VIE included in the accompanying consolidated financial statements | December 31, 2018 RMB Cash 25,369,355 Prepaid expenses and other current assets 32,860 Total current assets 25,402,215 Long-term investment 5,919,198 Property and equipment, net 8,382 Total assets 31,329,795 Accrued expenses and other payables 455,577 Amounts due to a related party (i) 28,000,000 Total current liabilities 28,455,577 Total liabilities 28,455,577 Year ended December 31, 2018 RMB Net revenues — Net loss (7,125,782) Year ended December 31 2018 RMB Net cash used in operating activities (172,145) Net cash used in investing activities (ii) (12,458,500) Net cash received from financing activities (ii) 38,000,000 (i) Amounts due to a related party represent the amount due to ATA Testing, which are eliminated on consolidation. (ii) RMB 12,450,000 of net cash used in investing activities and RMB 38,000,000 of net cash received from financing activities were related to the transactions with ATA subsidiaries, which are eliminated on consolidation. |
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | |
Significant Concentrations and Risks | |
Schedule of significant concentrations and risks | December 31, December 31, 2017 2018 RMB RMB Financial institutions in the mainland of the PRC — Denominated in Renminbi (“RMB”) 34,656,651 143,760,647 — Denominated in U.S. Dollar (“USD”) 731 34 Total cash balances held at mainland PRC financial institutions 34,657,382 143,760,681 Financial institutions in Hong Kong Special Administrative Region (“HKSAR”) of the PRC — Denominated in RMB 503 672 — Denominated in Hong Kong Dollar (“HKD”) 9,725,249 8,064,121 — Denominated in USD 8,922,062 38,358,069 — Denominated in Great Britain Pound 173,298 402,799 Total cash and cash equivalents balances held at HKSAR financial institutions 18,821,112 46,825,661 Total cash and cash equivalents balances held at financial institutions 53,478,494 190,586,342 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of useful lives of property and equipment | Building 30 years Computer equipment 3 to 5 years Furniture, fixtures and office equipment 5 years Software 3 to 5 years Motor vehicles 5 years Leasehold improvements The shorter of lease terms and estimated useful lives |
Schedule of allocation of recognized employee benefit expenses | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cost of revenues 163,981 78,381 79,280 Research and development 2,234,308 2,296,392 3,232,457 Sales and marketing 233,790 334,628 771,479 General and administrative 1,076,740 810,713 1,530,096 Total expense due to employee benefit plans 3,708,819 3,520,114 5,613,312 |
LONG-TERM INVESTMENTS (Tables)
LONG-TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
LONG-TERM INVESTMENTS | |
Schedule of other equity investments | December 31, 2017 December 31, 2018 RMB RMB Beijing Empower Education Online Co., Ltd. 38,000,000 38,000,000 ApplySquare Education & Technology Co., Ltd. 19,721,700 22,471,700 Beijing GlobalWisdom Information Technology Co., Ltd. 12,300,000 5,919,198 Total other equity investments 70,021,700 66,390,898 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
FAIR VALUE MEASUREMENT | |
Schedule of the placement in the fair value hierarchy of assets that are measured at fair value on a recurring basis | Fair value disclosure or measurement at December 31, 2017 and 2018 using December 31, 2017 and 2018 Level 1 Level 2 Level 3 RMB RMB RMB RMB Available-for-sale investment: Convertible promissory note — — — — |
Schedule of roll-forward of the fair value of Level 3 (significant unobservable inputs) assets | Available-for-sale investment RMB Beginning balance as of April 1, 2016 1,938,360 Purchase 7,957,440 Total gain or losses: Included in net loss 568,320 Included in other comprehensive income (553,870) Foreign currency translation adjustment 466,297 Ending balance as of March 31, 2017 10,376,547 Total gain or losses: Included in net income (10,458,538) Reclassification adjustment for loss on available-for-sale investment included in net income, net of nil income tax 553,870 Foreign currency translation adjustment (471,879) Ending balance as of December 31, 2017 and December 31, 2018 — |
Schedule of fair value hierarchy of assets that are measured at fair value on a non-recurring basis | Fair value disclosure or measurement at December 31, 2018 using December 31,2018 Level 1 Level 2 Level 3 RMB RMB RMB RMB Other equity investments ApplySquare Education & Technology Co., Ltd. 22,471,700 — — 22,471,700 Beijing GlobalWisdom Information Technology Co., Ltd. 5,919,198 — — 5,919,198 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment, net | December 31, 2017 December 31, 2018 RMB RMB Building 53,049,213 53,049,213 Computer equipment 503,411 599,992 Furniture, fixtures and office equipment 1,530,485 1,437,949 Motor vehicles 1,986,506 1,986,506 Software 1,156,779 1,156,779 Leasehold improvements 5,842,420 695,185 64,068,814 58,925,624 Less: accumulated depreciation and amortization (21,766,182) (21,494,883) Property and equipment, net 42,302,632 37,430,741 |
Schedule of allocation of depreciation expense recognized | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cost of revenues 1,859,678 1,384,157 3,802 Research and development 921,720 641,793 640,372 Sales and marketing 136,243 111,226 122,199 General and administrative 801,952 626,395 417,295 Other operating income, net — — 1,782,454 Total depreciation expense 3,719,593 2,763,571 2,966,122 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL AND INTANGIBLE ASSETS, NET | |
Schedule of change in the carrying amount of goodwill | RMB Balance as of March 31, 2017 32,523,983 Less: Disposal of Puhua Technology (1,512,081) Add: Acquisition of Qihuang Huizhi 997,123 Balance as of December 31, 2017 32,009,025 Less: Disposal of discontinued operations (Note 21) (32,009,025) Balance as of December 31, 2018 — |
Summary of Company's intangible assets | December 31, 2017 Weighted Gross Accumulated Net average carrying amortization carrying amortization amount /deduction Impairment amount period RMB RMB RMB RMB Years Education assessment caseware (i) 6,707,547 (961,982) — 5,745,565 5 Total intangible assets 6,707,547 (961,982) — 5,745,565 December 31, 2018 Weighted Gross Accumulated Net average carrying amortization carrying amortization amount /deduction Impairment amount period RMB RMB RMB RMB Years Education assessment caseware (i) 9,251,887 (2,430,708) — 6,821,179 5 Software platform of Project Shuang Chuang (ii) 10,844,339 (542,940) — 10,301,399 5 Total intangible assets 20,096,226 (2,973,648) — 17,122,578 (i) Education assessment test caseware is the test content purchased for the Company’s strategic K-12 academic assessment business, which includes three subjects of Literature, Mathematics and English over six grades of junior and senior high school. (ii) Database Platform of Nanjing University Project Shuang Chuang in providing vocational assessment and training services that focuses on the innovation related competencies of college students. |
Schedule of estimated amortization expense | December 31 RMB 2019 4,023,583 2020 4,023,583 2021 4,023,583 2022 3,061,602 2023 1,990,227 |
ACCRUED EXPENSES AND OTHER PA_2
ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ACCRUED EXPENSES AND OTHER PAYABLES | |
Schedule of accrued expenses and other payables | December 31, 2017 December 31, 2018 RMB RMB Accrued payroll and welfare 7,932,653 8,934,828 Payables of test monitoring fees 2,452,035 2,432,153 Other current liabilities 17,633,833 6,744,958 Total accrued expenses and other payables 28,018,521 18,111,939 |
CHANGE IN FISCAL YEAR END (Tabl
CHANGE IN FISCAL YEAR END (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
CHANGE IN FISCAL YEAR END | |
Schedule of consolidated income statement | Twelve months ended December 31, 2017 2018 RMB RMB Net revenues 7,389,371 1,338,592 Cost of revenues 4,957,647 4,251,451 Gross profit (loss) 2,431,724 (2,912,859) Operating expenses 74,104,081 68,672,509 Other operating income, net — 3,793,418 Loss from operations (71,672,357) (67,791,950) Other loss, net (16,427,003) (261,524) Loss from continuing operations before income taxes (88,099,360) (68,053,474) Income tax benefit (591,290) — Loss from continuing operations, net of income taxes (87,508,070) (68,053,474) Income from discontinued operations, net of income taxes 61,431,845 918,654,979 Net income (loss) (26,076,225) 850,601,505 |
NET REVENUES (Tables)
NET REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
NET REVENUES | |
Schedule of net revenues | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB K12 education assessment services revenue 235,849 349,057 944,340 Other revenue 8,595,541 4,836,765 394,252 Net Revenues 8,831,390 5,185,822 1,338,592 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
Schedule of loss from continuing operations before income taxes generated in jurisdictions | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cayman Islands and British Virgin Islands (13,353,444) (39,725,254) (29,296,296) PRC (44,835,406) (35,150,223) (39,680,573) Hong Kong (33,943) (37,472) 923,395 Loss before continuing operations before income taxes (58,222,793) (74,912,949) (68,053,474) |
Schedule of income tax expense | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB PRC Current income tax benefit (591,290) — — Deferred income tax expense (benefit) 2,109,096 (2,109,096) — Total income tax expense (benefit) 1,517,806 (2,109,096) — |
Schedule of difference between actual income tax expense and amount computed by applying the PRC statutory income tax rate to earnings before income taxes | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Computed “expected” income tax expense (14,555,699) (18,728,237) (17,013,369) Increase (decrease) in valuation allowance 11,276,245 9,261,477 (14,570,083) Entities not subject to income tax 2,118,266 8,244,168 4,896,732 Non-deductible expenses Entertainment 101,297 98,299 255,843 Share-based compensation 1,228,581 1,696,514 2,427,342 Bad debt loss 26,976 (96,683) 25,206 Additional deduction of research and development costs (1,369,974) (951,062) (447,525) Withholding tax related to undistributed earnings 2,109,096 (2,109,096) — Gain from discharge of intercompany payables (a) — — 25,594,493 Investment loss from sale of non-redeemable non-controlling interests (b) — — (1,725,000) Other 583,018 475,524 556,361 Actual income tax expense (benefit) 1,517,806 (2,109,096) — (a) The gain from discharge of intercompany payables represents the gain recognized from the discharge of payables of ATA Testing due to ATA Learning, Zhongxiao Zhixing and ATA BVI. These payables were waived in accordance with the terms agreed in the ATA Online Sale Transaction. (b) The investment loss from sale of non-redeemable non-controlling interests represents the investment loss recognized from the transfer of 24% equity shares of Muhua Shangce to a limited partnership named Ningbo Meishan Bonded Port Area Zunming Investment Management Center (Limited Partnership) (“Limited Partnership”) from ATA Testing. Refer to note 12. |
Schedule of components of deferred income tax assets and liabilities | December 31, December 31, 2017 2018 RMB RMB Deferred income tax assets: Tax loss carry forwards 32,272,023 14,082,622 Impairment loss of long-term investments — 4,132,700 Accrued expenses and other payables 3,097,047 2,946,135 Property and equipment, net 226,604 551,634 Donation 250,000 250,000 Total gross deferred income tax assets 35,845,674 21,963,091 Less: valuation allowance (35,845,674) (21,275,591) Total deferred income tax assets, net — 687,500 Deferred income tax liabilities: Change in fair value of long-term investment — 687,500 Total gross deferred income tax liabilities — 687,500 Net deferred income tax assets — — Net deferred income tax liabilities — — |
Summary of movements of the valuation allowance | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Balance at the beginning of the period 15,307,952 26,584,197 35,845,674 Additions 11,276,245 9,261,477 11,024,410 Reduction due to gain from discharge of intercompany payables — — (25,594,493) Balance at the end of the period 26,584,197 35,845,674 21,275,591 |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
NON-CONTROLLING INTERESTS | |
Summary of redeemable non-controlling interest activities | RMB Balance as of April 1, 2017 — Add: Capital contribution 34,000,000 Less: Comprehensive loss (1,444,363) Accretion of redeemable non-controlling interests 3,748,639 Balance as of December 31, 2017 36,304,276 Less: Comprehensive loss (3,181,199) Accretion of redeemable non-controlling interests 6,085,542 Balance as of December 31, 2018 39,208,619 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SHARE-BASED COMPENSATION | |
Summary of the share options activities | Weighted Weighted Aggregate average remaining intrinsic Number of exercise contractual value shares USD years USD Outstanding as of March 31, 2016 1,904,067 2.61 Granted 900,000 1.71 Exercised — — Forfeited (100,000) 1.71 Expired (253,000) 3.60 Outstanding as of March 31, 2017 2,451,067 2.21 Granted 50,000 2.35 Exercised — — Forfeited (50,000) 1.71 Expired (74,000) 3.60 Outstanding as of December 31, 2017 2,377,067 2.18 Granted 1,053,150 0.58 Exercised (119,792) 1.77 Forfeited (123,438) 1.71 Cancelled (1,901,752) 2.13 Expired (143,023) 3.89 Outstanding as of December 31, 2018 1,142,212 0.67 Vested and expected to vest as of December 31, 2018 1,142,212 0.67 9.71 — Exercisable as of December 31, 2018 36,978 1.71 8.05 — |
Schedule of information relating to options outstanding and exercisable | Options outstanding as of December 31, 2018 Options exercisable as of December 31, 2018 Exercise Remaining Exercise Remaining Number of Price Contractual Number Price Contractual Shares per Share Life of Shares per Share Life USD Years USD Years 1.71 8.05 36,978 1.71 8.05 0.58 — — — 0.67 9.71 36,978 1.71 8.05 |
Summary of assumptions used in the valuation model | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 Expected dividend yield 0 % 8.7 % 0 % Expected volatility 63 % 60 % 57 % Expected term 6.08 6.08 5.11/6.11 Risk-free interest rate (per annum) 1.98 % 1.96 % 3.05%/3.10 % |
Options | |
SHARE-BASED COMPENSATION | |
Schedule of compensation expense recognized for non-vested shares | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cost of revenues — — — Research and development 113,499 476,994 157,355 Sales and marketing 64,856 272,568 70,915 General and administrative 3,771,016 2,353,681 2,024,940 Total share-based compensation expense 3,949,371 3,103,243 2,253,210 |
Non-vested shares | |
SHARE-BASED COMPENSATION | |
Summary of the non-vested shares activities | Weighted average Number grant date of shares fair value USD Outstanding at March 31, 2016 120,000 2.145 Granted 2,700,000 1.650 Vested (60,000) 2.145 Forfeited (60,000) 1.650 Outstanding at March 31, 2017 2,700,000 1.661 Granted — — Vested (60,000) 2.145 Forfeited (15,000) 1.650 Outstanding at December 31, 2017 2,625,000 1.650 Granted 2,572,584 0.537 Vested (2,068,586) 0.872 Forfeited (71,250) 1.650 Cancelled (1,262,250) 1.650 Outstanding at December 31, 2018 1,795,498 0.951 |
Schedule of compensation expense recognized for non-vested shares | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Cost of revenues — — — Research and development 118,906 516,339 240,441 Sales and marketing 59,453 258,170 96,058 General and administrative 786,594 2,908,303 7,119,658 Total share-based compensation expense 964,953 3,682,812 7,456,157 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future minimum lease payments under non-cancelable operating leases | Minimum Lease Payments Amount RMB Year ended December 31: 2019 2,959,829 2020 346,745 2021 — 2022 — 2023 — 3,306,574 |
Schedule of future minimum payments under other commitments | Required Payments Amount RMB Year ended December 31: 2019 10,000,000 2020 10,000,000 2021 10,000,000 2022 — 2023 — 30,000,000 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
OPERATING LEASES | |
Schedule of property on operating lease | December 31, 2017 December 31, 2018 RMB RMB Building 53,049,213 53,049,213 Less: Accumulated depreciation (15,149,677) (16,932,130) 37,899,536 36,117,083 |
Schedule of future minimum rental income under non-cancelable operating lease | Minimum Rentals Amount RMB Year ended December 31: 2019 3,630,265 2020 598,355 2021 — 2022 — 2023 — 4,228,620 |
EARNINGS (LOSS) PER COMMON SH_2
EARNINGS (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
EARNINGS (LOSS) PER COMMON SHARE | |
Schedule of basic and diluted earnings (loss) per common share | Twelve months ended Nine months ended Twelve months ended March 31, December 31, December 31, 2017 2017 2018 RMB RMB RMB Numerator: Net earnings (loss) attributable to ATA Inc. (9,716,002) 29,633,544 854,925,914 Dividends paid to participating securities — (3,749,630) (13,249,006) Redeemable non-controlling interest redemption value accretion — (3,748,639) (6,085,542) Net earnings (loss) available to common shareholders (9,716,002) 22,135,275 835,591,366 Denominator: Denominator for basic earnings (loss) per share: Weighted average common shares outstanding 45,772,916 45,793,127 45,796,886 Denominator for diluted earnings (loss) per share 45,772,916 45,793,127 45,796,886 Basic loss per common share from continuing operations (1.31) (1.72) (1.81) Diluted loss per common share from continuing operations (1.31) (1.72) (1.81) Basic earnings per common share from discontinued operations 1.10 2.20 20.06 Diluted earnings per common share from discontinued operations 1.10 2.20 20.06 Basic earnings (loss) per common share attributable to ATA Inc. (0.21) 0.48 18.25 Diluted earnings (loss) per common share attributable to ATA Inc. (0.21) 0.48 18.25 |
Summary of potential common shares outstanding excluded from the calculation of diluted earnings (loss) per share | Twelve months ended Nine months ended Twelve months ended March 31, December 31, December 31, 2017 2017 2018 Shares issuable under share options 2,451,067 2,377,067 1,142,212 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
DISCONTINUED OPERATIONS | |
Schedule of financial information of discontinued operations | The major classes of line items constituting operating results of discontinued operations included in the Company’s consolidated statements of comprehensive income (loss) were as follows for the year ended March 31, 2017, nine months ended December 31, 2017 and the year ended December 31, 2018. Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Net revenues 463,554,326 484,873,277 194,939,146 Cost of revenues 235,445,230 255,263,889 116,432,436 Operating expenses 99,797,557 101,413,368 104,587,110 Other income (loss) (41,461,167) 3,962,257 6,929,814 Income (loss) from operations of discontinued operations, before income taxes 86,850,372 132,158,277 (19,150,586) Income tax expense (benefit) 37,079,180 31,517,344 (199,617) Income (loss) from operations of discontinued operations, net of income taxes 49,771,192 100,640,933 (18,950,969) Gain from disposal of discontinued operations, net of income taxes — — 937,605,948 Income from discontinued operations, net of income taxes 49,771,192 100,640,933 918,654,979 Net loss attributable to non-redeemable non-controlling interests from discontinued operations (253,405) (352,101) (10,608) Net Income from discontinued operations attributable to ATA Inc. 50,024,597 100,993,034 918,665,587 The major classes of line items constituting assets and liabilities of discontinued operations were as follows as of December 31, 2017. December 31, 2017 RMB ASSETS Cash and cash equivalents 202,612,448 Accounts receivable, net 100,052,120 Total current assets 310,014,014 Total assets 389,565,182 LIABILITIES AND SHAREHOLDERS’ EQUITY Accrued expenses and other payables 54,096,372 Total current liabilities 111,721,090 Total liabilities 137,019,657 The condensed cash flows of the discontinued operations were as follows for the year ended March 31, 2017, nine months ended December 31, 2017, and the year ended December 31, 2018. Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 RMB RMB RMB Net cash provided by (used in) operating activities 80,794,278 133,225,150 (25,108,520) Net cash used in investing activities (14,060,170) (22,052,885) (8,666,299) Net cash used in financing activities — (93,811,830) (21,098,633) |
ATA INC. ("Parent Company") (Ta
ATA INC. ("Parent Company") (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of condensed statements of comprehensive income (loss) | Twelve months ended December 31, 2017 2018 RMB RMB Net revenues 7,389,371 1,338,592 Cost of revenues 4,957,647 4,251,451 Gross profit (loss) 2,431,724 (2,912,859) Operating expenses 74,104,081 68,672,509 Other operating income, net — 3,793,418 Loss from operations (71,672,357) (67,791,950) Other loss, net (16,427,003) (261,524) Loss from continuing operations before income taxes (88,099,360) (68,053,474) Income tax benefit (591,290) — Loss from continuing operations, net of income taxes (87,508,070) (68,053,474) Income from discontinued operations, net of income taxes 61,431,845 918,654,979 Net income (loss) (26,076,225) 850,601,505 |
ATA INC. | |
Schedule of condensed balance sheets | December 31, 2017 December 31, 2018 December 31, 2018 RMB RMB USD Cash and cash equivalents 1,807,629 15,396,381 2,239,311 Prepaid expenses and other current assets 2,955 3,104 451 Loan receivable — 14,532,685 2,113,691 Investments in subsidiaries 374,906,204 247,870,563 36,051,277 Total assets 376,716,788 277,802,733 40,404,730 Accrued expenses and other current liabilities 11,987,350 1,985,894 288,836 Total liabilities 11,987,350 1,985,894 288,836 Common shares 3,534,871 3,534,871 514,126 Treasury shares (27,737,073) (27,737,073) (4,034,190) Additional paid in capital 389,897,690 410,195,990 59,660,532 Accumulated other comprehensive loss (26,850,955) (38,288,364) (5,568,813) Retained earnings (accumulated deficit) 25,884,905 (71,888,585) (10,455,761) Total shareholders’ equity 364,729,438 275,816,839 40,115,894 Total liabilities and shareholders’ equity 376,716,788 277,802,733 40,404,730 |
Schedule of condensed statements of comprehensive income (loss) | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 2018 RMB RMB RMB USD Operating expenses (3,818,608) (14,273,099) (4,963,891) (721,967) Investment income (loss) (6,587,058) 40,802,611 852,782,280 124,032,038 Interest expense (75,918) (52,074) (446) (65) Interest income 568,503 15,394 1,306,567 190,032 Foreign currency exchange gains (losses), net 197,079 (607,927) (284,138) (41,326) Earnings (loss) before income taxes (9,716,002) 25,884,905 848,840,372 123,458,712 Income tax expense — — — — Net income (loss) (9,716,002) 25,884,905 848,840,372 123,458,712 Other comprehensive income (loss) 104,358 (1,781,184) (11,437,409) (1,663,502) Comprehensive income (loss) (9,611,644) 24,103,721 837,402,963 121,795,210 |
Schedule of condensed statements of cash flows | Twelve months ended Nine months ended Twelve months ended March 31 December 31 December 31 2017 2017 2018 2018 RMB RMB RMB USD Net cash used in operating activities (2,858,989) (5,003,772) (29,996,291) (4,362,779) Cash flows from investing activities : Cash received from subsidiaries 400,783 73,178,416 1,001,941,215 145,726,306 Loan lent to Beijing Biztour — — (13,745,856) (1,999,252) Net cash provided by investing activities 400,783 73,178,416 988,195,359 143,727,054 Cash flows from financing activities : Cash received for exercise of share options — — 1,433,441 208,485 Special cash dividend — (65,698,571) (946,611,803) (137,678,977) Net cash used in financing activities — (65,698,571) (945,178,362) (137,470,492) Effect of foreign exchange rate changes on cash 31,935 (1,173,526) 568,046 82,619 Net increase (decrease) in cash (2,426,271) 1,302,547 13,588,752 1,976,402 Cash at beginning of period 2,931,353 505,082 1,807,629 262,909 Cash at end of period 505,082 1,807,629 15,396,381 2,239,311 |
DESCRIPTION OF BUSINESS, ORGA_3
DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS - VIE Agreements (Details) - CNY (¥) ¥ in Millions | Mar. 15, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 19, 2019 | Dec. 28, 2018 |
ATA Testing | ATA Intelligent Learning's nominee shareholders, Mr. Kevin Xiaofeng Ma, and Mr. Haichang Xiong | |||||
Variable Interest Entity | |||||
Loan amount | ¥ 10 | ||||
Term of loan | 10 years | ||||
ATA Testing | ATA Intelligent Learning's nominee shareholders, Mr. Kevin Xiaofeng Ma, and Mr. Haichang Xiong | Subsequent Events | |||||
Variable Interest Entity | |||||
Loan amount | ¥ 30 | ||||
ATA Testing | ATA Intelligent Learning's nominee shareholders, Mr. Kevin Xiaofeng Ma, and Mr. Haichang Xiong | Loan on March 15, 2018 | |||||
Variable Interest Entity | |||||
Loan amount | ¥ 1 | ||||
Term of loan | 9 years 2 months 12 days | ||||
ATA Testing | ATA Intelligent Learning's nominee shareholders, Mr. Kevin Xiaofeng Ma, and Mr. Haichang Xiong | Loan on December 28, 2018 | |||||
Variable Interest Entity | |||||
Loan amount | ¥ 9 | ||||
Term of loan | 10 years | ||||
ATA Intelligent Learning | ATA Testing | |||||
Variable Interest Entity | |||||
Percentage of equity interest that can be acquired as per exclusive purchase option | 100.00% | ||||
Term of agreement | 30 years | ||||
Amount that can be acquired from the shareholders of ATA Intelligent Learning | ¥ 10 | ||||
Notice period prior to expiration of agreement | 30 days | ||||
ATA Intelligent Learning | ATA Testing | Exclusive technical consulting and services agreement | |||||
Variable Interest Entity | |||||
Automatic renewal term of the agreement | 10 years | ||||
Notice period prior to expiration of agreement | 3 months | ||||
Mr. Kevin Xiaofeng Ma | ATA Intelligent Learning | Minimum | |||||
Variable Interest Entity | |||||
Total ordinary shares issued and outstanding held (as a percentage) | 50.00% | ||||
Mr. Kevin Xiaofeng Ma | ATA Intelligent Learning | |||||
Variable Interest Entity | |||||
Legal ownership interest (as a percent) | 90.00% | ||||
Mr. Haichang Xiong | ATA Intelligent Learning | |||||
Variable Interest Entity | |||||
Legal ownership interest (as a percent) | 10.00% |
DESCRIPTION OF BUSINESS, ORGA_4
DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS - VIE Financial Statements (Details) | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Mar. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | |
Financial statement amounts and balances of VIE included in the accompanying consolidated financial statements | ||||||
Prepaid expenses and other current assets | ¥ 3,270,988 | $ 1,139,712 | ¥ 3,270,988 | ¥ 7,836,092 | ||
Total current assets | 366,816,403 | 31,037,001 | 366,816,403 | 213,394,902 | ||
Long-term investment | 70,021,700 | 9,656,156 | 70,021,700 | 66,390,898 | ||
Property and equipment, net | 42,302,632 | 5,444,075 | 42,302,632 | 37,430,741 | ||
Total assets | 568,441,507 | 48,743,913 | 568,441,507 | 335,138,771 | ||
Accrued expenses and other payables | 28,018,521 | 2,634,272 | 28,018,521 | 18,111,939 | ||
Total current liabilities | 141,765,930 | 2,871,924 | 141,765,930 | 19,745,915 | ||
Total liabilities | 167,064,497 | 2,871,924 | 167,064,497 | 19,745,915 | ||
Net revenues | 5,185,822 | 194,690 | ¥ 1,338,592 | 7,389,371 | ¥ 8,831,390 | |
Net income (loss) | 27,837,080 | 123,714,858 | 850,601,505 | ¥ (26,076,225) | (9,969,407) | |
Net cash used in operating activities | 95,605,639 | (45,469,610) | (312,626,305) | 61,544,726 | ||
Net cash used in investing activities | (20,604,329) | 174,785,211 | 1,201,735,714 | (93,951,601) | ||
Net cash received from financing activities | (70,148,709) | (138,156,351) | (949,893,989) | 37,249,603 | ||
Effect of foreign exchange rate changes on cash | (1,210,072) | (686,499) | (4,720,020) | (62,052) | ||
Net increase (decrease) in cash | ¥ 3,642,529 | $ (9,527,249) | (65,504,600) | ¥ 4,780,676 | ||
ATA Intelligent Learning | ||||||
Financial statement amounts and balances of VIE included in the accompanying consolidated financial statements | ||||||
Cash | 25,369,355 | |||||
Prepaid expenses and other current assets | 32,860 | |||||
Total current assets | 25,402,215 | |||||
Long-term investment | 5,919,198 | |||||
Property and equipment, net | 8,382 | |||||
Total assets | 31,329,795 | |||||
Accrued expenses and other payables | 455,577 | |||||
Amounts due to related party | 28,000,000 | |||||
Total current liabilities | 28,455,577 | |||||
Total liabilities | 28,455,577 | |||||
Net income (loss) | (7,125,782) | |||||
Net cash used in operating activities | (172,145) | |||||
Net cash used in investing activities | (12,458,500) | |||||
Net cash received from financing activities | 38,000,000 | |||||
Registered capital | 10,000,000 | |||||
Assets pledged or collateralized | ¥ 0 | |||||
ATA Intelligent Learning | Eliminations | Subsidiaries | ||||||
Financial statement amounts and balances of VIE included in the accompanying consolidated financial statements | ||||||
Net cash used in investing activities | 12,450,000 | |||||
Net cash received from financing activities | ¥ 38,000,000 |
DESCRIPTION OF BUSINESS, ORGA_5
DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS - Country Risk and Cash Concentration (Details) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017HKD ($) | Dec. 31, 2017CNY (¥) |
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | $ 27,719,634 | ¥ 190,586,342 | ¥ 53,478,494 | |
PRC | Maximum | ||||
Significant Concentrations and Risks | ||||
Amount insured by government authority | 500,000 | |||
HKSAR | Maximum | ||||
Significant Concentrations and Risks | ||||
Amount insured by government authority | $ | $ 500,000 | |||
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | ||||
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | 190,586,342 | 53,478,494 | ||
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | PRC | ||||
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | 143,760,681 | 34,657,382 | ||
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | PRC | Denominated in Renminbi ("RMB") | ||||
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | 143,760,647 | 34,656,651 | ||
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | PRC | Denominated in U.S. Dollar ("USD") | ||||
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | 34 | 731 | ||
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | HKSAR | ||||
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | 46,825,661 | 18,821,112 | ||
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | HKSAR | Denominated in Renminbi ("RMB") | ||||
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | 672 | 503 | ||
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | HKSAR | Denominated in Hong Kong Dollar ("HKD") | ||||
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | 8,064,121 | 9,725,249 | ||
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | HKSAR | Denominated in U.S. Dollar ("USD") | ||||
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | 38,358,069 | 8,922,062 | ||
Cash and cash equivalents | Credit concentration risk, customers or financial institutions | HKSAR | Denominated in Great Britain Pound | ||||
Significant Concentrations and Risks | ||||
Cash and cash equivalents balances | ¥ 402,799 | ¥ 173,298 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign currency translation and risks (Details) | Dec. 31, 2018¥ / $ |
Foreign currency translation and risks | |
Rate for translation of balances of financial statements from RMB to US$ | 6.8755 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Other revenue - licensing fees from authorized test centers | |
Revenue recognition | |
Licensing period (in years) | 10 years |
Test development services | Minimum | |
Revenue recognition | |
Period for development of tests | 2 months |
Test development services | Maximum | |
Revenue recognition | |
Period for development of tests | 6 months |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Research and development costs (Details) - CNY (¥) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
Software developed for internal use | |||
Research and development costs | |||
Capitalized costs for the period | ¥ 0 | ¥ 0 | ¥ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Operating lease (Details) | 12 Months Ended |
Dec. 31, 2018CNY (¥) | |
Operating lease | |
Contingent rent | ¥ 0 |
Asset retirement obligations | ¥ 0 |
Minimum | |
Operating lease | |
Operating lease term | 12 months |
Maximum | |
Operating lease | |
Operating lease term | 36 months |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, cash equivalents and short term loan (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2018USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Mar. 31, 2017CNY (¥) | Jul. 31, 2018CNY (¥) | |
Cash, cash equivalents, restricted cash and short term loan | ||||||
Net cash received from financing activities | ¥ (70,148,709) | $ (138,156,351) | ¥ (949,893,989) | ¥ 37,249,603 | ||
ATA Testing | Commercial Loan Facility (the "Facility") | ||||||
Cash, cash equivalents, restricted cash and short term loan | ||||||
Pledge agreement period | 3 years | |||||
Interest rate (as a percent) | 6.525% | |||||
Drawdowns | ¥ 15,000,000 | |||||
ATA Testing | Commercial Loan Facility (the "Facility") | Jack Huang | ||||||
Cash, cash equivalents, restricted cash and short term loan | ||||||
Term of commercial loan facility | 3 years | |||||
Maximum borrowing capacity | $ | $ 15,000,000 | |||||
ASU 2016-18 | Adjustment | ||||||
Cash, cash equivalents, restricted cash and short term loan | ||||||
Restricted cash | 30,000,000 | 30,000,000 | ||||
Net cash received from financing activities | ¥ 30,000,000 | ¥ (30,000,000) |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment, net (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Building | |
Property and equipment, net | |
Useful lives | 30 years |
Computer equipment | Minimum | |
Property and equipment, net | |
Useful lives | 3 years |
Computer equipment | Maximum | |
Property and equipment, net | |
Useful lives | 5 years |
Furniture, fixtures and office equipment | |
Property and equipment, net | |
Useful lives | 5 years |
Software | Minimum | |
Property and equipment, net | |
Useful lives | 3 years |
Software | Maximum | |
Property and equipment, net | |
Useful lives | 5 years |
Motor vehicles | |
Property and equipment, net | |
Useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible assets (Details) | 12 Months Ended |
Dec. 31, 2018CNY (¥) | |
Intangible assets | |
Intangible assets with indefinite useful lives | ¥ 0 |
Minimum | |
Intangible assets | |
Estimated useful lives | 5 years |
Maximum | |
Intangible assets | |
Estimated useful lives | 12 years |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of long-lived assets (Details) - CNY (¥) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
Impairment of long-lived assets, excluding goodwill | |||
Impairment loss of intangible assets | ¥ 0 | ¥ 0 | ¥ 0 |
Goodwill | |||
Impairment loss of goodwill | 0 | ||
Goodwill | ¥ 32,009,025 | ¥ 0 | ¥ 32,523,983 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Employee benefit plans (Details) - CNY (¥) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
Employee benefit plans | |||
Expense due to employee benefit plans | ¥ 3,520,114 | ¥ 5,613,312 | ¥ 3,708,819 |
Cost of revenues | |||
Employee benefit plans | |||
Expense due to employee benefit plans | 78,381 | 79,280 | 163,981 |
Research and development | |||
Employee benefit plans | |||
Expense due to employee benefit plans | 2,296,392 | 3,232,457 | 2,234,308 |
Sales and marketing | |||
Employee benefit plans | |||
Expense due to employee benefit plans | 334,628 | 771,479 | 233,790 |
General and administrative | |||
Employee benefit plans | |||
Expense due to employee benefit plans | ¥ 810,713 | ¥ 1,530,096 | ¥ 1,076,740 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Number of operating segments | 1 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently issued accounting standards (Details) - ASU 2016-02 - Forecast adjustment ¥ in Millions | Jan. 01, 2019CNY (¥) |
Recently issued accounting standards | |
Right-of-use assets | ¥ 3.5 |
Lease liabilities | ¥ 3 |
LOAN RECEIVABLE (Details)
LOAN RECEIVABLE (Details) - Beijing Biztour $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
LOAN RECEIVABLE | |
Term of loan (in years) | 1 year |
Loan receivable | $ 2 |
Fixed annual interest | 8.00% |
LONG-TERM INVESTMENTS - Equity
LONG-TERM INVESTMENTS - Equity Method Investments (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015USD ($)item$ / sharesshares | Dec. 31, 2017CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Mar. 31, 2017CNY (¥) | |
Equity method investments | |||||
Share of loss recognized | ¥ 1,395,234 | ¥ 2,837,834 | |||
Brilent Inc. ("Brilent") | |||||
Equity method investments | |||||
Share of loss recognized | 1,395,234 | ¥ 0 | ¥ 2,837,834 | ||
Impairment loss | ¥ 4,757,972 | ||||
Equity method investments | ¥ 0 | ¥ 0 | ¥ 0 | ||
Brilent Inc. ("Brilent") | ATA BVI | |||||
Equity method investments | |||||
Percentage of equity interest | 15.47% | ||||
Number of board seat held | item | 1 | ||||
Total number of board seat | item | 6 | ||||
Brilent Inc. ("Brilent") | ATA BVI | Preferred Shares | |||||
Equity method investments | |||||
Number of shares purchased | shares | 2,156,721 | ||||
Purchase price (USD per share) | $ / shares | $ 0.6955 | ||||
Total consideration | $ | $ 1.5 |
LONG-TERM INVESTMENTS - Other E
LONG-TERM INVESTMENTS - Other Equity Investments (Details) | Jun. 20, 2018CNY (¥)director | Jul. 26, 2017director | Apr. 30, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Mar. 31, 2017USD ($) | Mar. 31, 2017CNY (¥) | Dec. 31, 2017CNY (¥) |
Other equity investments | ||||||||
Other equity investments | ¥ 66,390,898 | ¥ 70,021,700 | ||||||
Gain from change in fair value | $ 399,971 | 2,750,000 | ||||||
Beijing Empower Education Online Co., Ltd. ("EEO") | ||||||||
Other equity investments | ||||||||
Other equity investments | ¥ 38,000,000 | 38,000,000 | 38,000,000 | |||||
Percentage of equity interest | 8.33% | 8.33% | ||||||
Cash consideration | ¥ 5,500,000 | ¥ 32,500,000 | ||||||
ApplySquare Education & Technology Co., Ltd. ("ApplySquare") | ||||||||
Other equity investments | ||||||||
Other equity investments | 22,471,700 | 19,721,700 | ||||||
Percentage of equity interest | 7.95% | 9.00% | 9.00% | |||||
Cash consideration | $ 3,000,000 | ¥ 19,721,700 | ||||||
Right to number of director | director | 1 | |||||||
Gain from change in fair value | ¥ 2,750,000 | 2,750,000 | ||||||
Beijing GlobalWisdom Information Technology Co., Ltd. ("GlobalWisdom") | ||||||||
Other equity investments | ||||||||
Other equity investments | 5,919,198 | ¥ 12,300,000 | ||||||
Percentage of equity interest | 6.8345% | 8.20% | 8.20% | |||||
Cash consideration | ¥ 12,300,000 | |||||||
Right to number of director | director | 1 | |||||||
Impairment recorded | ¥ 6,380,802 |
LONG-TERM INVESTMENTS - Availab
LONG-TERM INVESTMENTS - Available-for-sale Investment (Details) | Apr. 28, 2016USD ($) | Mar. 30, 2016USD ($) | Apr. 28, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Mar. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Mar. 31, 2017USD ($) | Mar. 31, 2017CNY (¥) | Mar. 24, 2016USD ($) |
Available-for-sale investment | ||||||||||
Interest income | ¥ | ¥ 568,320 | |||||||||
Unrealized holding loss of available-for-sale investment reported in other comprehensive income (loss) | ¥ | ¥ 553,870 | |||||||||
Available-for-sale securities, fair value to amortized cost basis | ||||||||||
Net book value | ¥ | ¥ 0 | ¥ 0 | ||||||||
Convertible promissory note ("the Notes") | ||||||||||
Available-for-sale securities, fair value to amortized cost basis | ||||||||||
Aggregate fair value | $ 1,504,000 | ¥ 10,376,547 | ||||||||
Impairment loss of convertible bond | $ 1,504,000 | ¥ 10,458,538 | ||||||||
Available-for-sale investment | Brilent Inc. ("Brilent") | Convertible promissory note ("the Notes") | ||||||||||
Available-for-sale investment | ||||||||||
Maximum amount of investments allowed for purchase | $ | $ 2,500,000 | |||||||||
ATA BVI | Available-for-sale investment | Brilent Inc. ("Brilent") | Convertible promissory note ("the Notes") | ||||||||||
Available-for-sale investment | ||||||||||
Principal amount of investments | $ | $ 1,200,000 | $ 300,000 | $ 1,200,000 | |||||||
Interest rate per annum (as a percent) | 6.00% | 6.00% | ||||||||
Cash consideration | $ | $ 1,500,000 | |||||||||
Term of investments | 24 months | 24 months | ||||||||
Amount converted to, as a percentage of qualified financing security purchase price | 75.00% | 75.00% |
FAIR VALUE MEASUREMENT - Availa
FAIR VALUE MEASUREMENT - Available-for-sale investment (Details) - Mar. 31, 2017 | USD ($) | CNY (¥) |
Convertible promissory note ("the Notes") | ||
Fair value of investments | $ 1,504,000 | ¥ 10,376,547 |
FAIR VALUE MEASUREMENT - Roll-f
FAIR VALUE MEASUREMENT - Roll-forward of fair value of Level 3 (Details) - CNY (¥) | 9 Months Ended | 12 Months Ended | 21 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | |
Roll-forward of the fair value of Level 3 (significant unobservable inputs) assets | ||||
Total gain or losses included in net (loss) income | ¥ 568,320 | |||
Reclassification adjustment for loss on available-for-sale investment included in net income, net of nil income tax | ¥ 553,870 | |||
Income tax on reclassification adjustment for loss on available-for-sale investment | 0 | ¥ 0 | 0 | |
Available-for-sale investment | ||||
Roll-forward of the fair value of Level 3 (significant unobservable inputs) assets | ||||
Beginning balance | 10,376,547 | 1,938,360 | ¥ 10,376,547 | |
Purchases | 7,957,440 | |||
Total gain or losses included in net (loss) income | (10,458,538) | 568,320 | ||
Total gain or losses included in other comprehensive income (loss) | (553,870) | |||
Reclassification adjustment for loss on available-for-sale investment included in net income, net of nil income tax | 553,870 | |||
Foreign currency translation adjustment | ¥ (471,879) | 466,297 | ||
Ending balance | ¥ 10,376,547 | |||
Income tax on reclassification adjustment for loss on available-for-sale investment | ¥ 0 |
FAIR VALUE MEASUREMENT - Fair v
FAIR VALUE MEASUREMENT - Fair value of other equity investments (Details) | Jun. 20, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
FAIR VALUE MEASUREMENT | ||||
Other equity investments | ¥ 66,390,898 | ¥ 70,021,700 | ||
Gain from change in fair value | $ 399,971 | 2,750,000 | ||
ApplySquare Education & Technology Co., Ltd. ("ApplySquare") | ||||
FAIR VALUE MEASUREMENT | ||||
Other equity investments | 22,471,700 | 19,721,700 | ||
Gain from change in fair value | ¥ 2,750,000 | 2,750,000 | ||
ApplySquare Education & Technology Co., Ltd. ("ApplySquare") | Nonrecurring basis | ||||
FAIR VALUE MEASUREMENT | ||||
Other equity investments | 22,471,700 | |||
ApplySquare Education & Technology Co., Ltd. ("ApplySquare") | Nonrecurring basis | Level 3 | ||||
FAIR VALUE MEASUREMENT | ||||
Other equity investments | 22,471,700 | |||
Beijing GlobalWisdom Information Technology Co., Ltd. ("GlobalWisdom") | ||||
FAIR VALUE MEASUREMENT | ||||
Other equity investments | 5,919,198 | ¥ 12,300,000 | ||
Impairment loss recorded | 6,380,802 | |||
Beijing GlobalWisdom Information Technology Co., Ltd. ("GlobalWisdom") | Nonrecurring basis | ||||
FAIR VALUE MEASUREMENT | ||||
Other equity investments | 5,919,198 | |||
Beijing GlobalWisdom Information Technology Co., Ltd. ("GlobalWisdom") | Nonrecurring basis | Level 3 | ||||
FAIR VALUE MEASUREMENT | ||||
Other equity investments | ¥ 5,919,198 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Mar. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | |
PROPERTY AND EQUIPMENT, NET | |||||
Property and equipment, gross | ¥ 64,068,814 | ¥ 58,925,624 | |||
Less: accumulated depreciation and amortization | (21,766,182) | (21,494,883) | |||
Property and equipment, net | 42,302,632 | $ 5,444,075 | 37,430,741 | ||
Total depreciation expense | 2,763,571 | ¥ 2,966,122 | ¥ 3,719,593 | ||
Cost of revenues | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Total depreciation expense | 1,384,157 | 3,802 | 1,859,678 | ||
Research and development | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Total depreciation expense | 641,793 | 640,372 | 921,720 | ||
Sales and marketing | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Total depreciation expense | 111,226 | 122,199 | 136,243 | ||
General and administrative | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Total depreciation expense | 626,395 | 417,295 | ¥ 801,952 | ||
Other operating income, net | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Total depreciation expense | ¥ 1,782,454 | ||||
Building | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Property and equipment, gross | 53,049,213 | 53,049,213 | |||
Computer equipment | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Property and equipment, gross | 503,411 | 599,992 | |||
Furniture, fixtures and office equipment | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Property and equipment, gross | 1,530,485 | 1,437,949 | |||
Motor vehicles | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Property and equipment, gross | 1,986,506 | 1,986,506 | |||
Software | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Property and equipment, gross | 1,156,779 | 1,156,779 | |||
Leasehold improvements | |||||
PROPERTY AND EQUIPMENT, NET | |||||
Property and equipment, gross | ¥ 5,842,420 | ¥ 695,185 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - CNY (¥) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Nov. 30, 2013 | Feb. 28, 2009 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2002 | Mar. 31, 2017 | |
Goodwill | |||||||
Goodwill acquired | ¥ 997,123 | ||||||
Goodwill | ¥ 32,009,025 | 32,009,025 | ¥ 0 | ¥ 32,523,983 | |||
Disposal of goodwill | ¥ 1,512,081 | 32,009,025 | |||||
ATA Testing | |||||||
Goodwill | |||||||
Goodwill acquired | ¥ 6,880,123 | ||||||
Percentage of equity interest acquired | 5.00% | ||||||
Beijing JDX and JDX BVI | |||||||
Goodwill | |||||||
Goodwill acquired | ¥ 16,542,727 | ||||||
Xing Wei | |||||||
Goodwill | |||||||
Goodwill acquired | ¥ 7,589,052 | ||||||
Qihuang Huizhi | |||||||
Goodwill | |||||||
Goodwill acquired | ¥ 997,123 | ||||||
Qihuang Huizhi | ATA Online | |||||||
Goodwill | |||||||
Goodwill | ¥ 997,123 | ||||||
Percentage of equity interest acquired | 65.00% | 65.00% | |||||
Total consideration | ¥ 650,000 | ||||||
Puhua Technology | |||||||
Goodwill | |||||||
Percentage of equity interest sold | 60.00% | ||||||
Total consideration | ¥ 2,000,000 | ||||||
Disposal of goodwill | ¥ 1,512,081 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill change in carrying amount (Details) - CNY (¥) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Change in the carrying amount of goodwill | ||
Balance at beginning of the year | ¥ 32,523,983 | ¥ 32,009,025 |
Less: Disposal | (1,512,081) | (32,009,025) |
Add: Acquisition of Qihuang Huizhi | 997,123 | |
Balance at end of the year | ¥ 32,009,025 | ¥ 0 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible assets (Details) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥)gradeitem | Mar. 31, 2017CNY (¥) | |
Intangible assets | |||
Gross carrying amount | ¥ 6,707,547 | ¥ 20,096,226 | |
Accumulated amortization/deduction | (961,982) | (2,973,648) | |
Net carrying amount | 5,745,565 | 17,122,578 | |
Amortization expenses | 753,114 | 2,011,666 | ¥ 208,868 |
Education assessment caseware | |||
Intangible assets | |||
Gross carrying amount | 6,707,547 | 9,251,887 | |
Accumulated amortization/deduction | (961,982) | (2,430,708) | |
Net carrying amount | ¥ 5,745,565 | ¥ 6,821,179 | |
Weighted Average Amortization Period | 5 years | 5 years | |
Number of subjects included | item | 3 | ||
Number of grades of junior and senior high school included | grade | 6 | ||
Software platform of Project Shuang Chuang | |||
Intangible assets | |||
Gross carrying amount | ¥ 10,844,339 | ||
Accumulated amortization/deduction | (542,940) | ||
Net carrying amount | ¥ 10,301,399 | ||
Weighted Average Amortization Period | 5 years |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - Future amortization (Details) | Dec. 31, 2018CNY (¥) |
Estimated amortization expense | |
2019 | ¥ 4,023,583 |
2020 | 4,023,583 |
2021 | 4,023,583 |
2022 | 3,061,602 |
2023 | ¥ 1,990,227 |
ACCRUED EXPENSES AND OTHER PA_3
ACCRUED EXPENSES AND OTHER PAYABLES (Details) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
ACCRUED EXPENSES AND OTHER PAYABLES | |||
Accrued payroll and welfare | ¥ 8,934,828 | ¥ 7,932,653 | |
Payables of test monitoring fees | 2,432,153 | 2,452,035 | |
Other current liabilities | 6,744,958 | 17,633,833 | |
Total accrued expenses and other payables | $ 2,634,272 | ¥ 18,111,939 | ¥ 28,018,521 |
CHANGE IN FISCAL YEAR END (Deta
CHANGE IN FISCAL YEAR END (Details) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Mar. 31, 2017CNY (¥) | |
CHANGE IN FISCAL YEAR END | |||||
Net revenues | ¥ 5,185,822 | $ 194,690 | ¥ 1,338,592 | ¥ 7,389,371 | ¥ 8,831,390 |
Cost of revenues | 3,785,865 | 618,348 | 4,251,451 | 4,957,647 | 4,407,274 |
Gross profit (loss) | 1,399,957 | (423,658) | (2,912,859) | 2,431,724 | 4,424,116 |
Operating expenses | 60,087,962 | 9,988,002 | 68,672,509 | 74,104,081 | 61,228,551 |
Other operating income, net | 551,730 | 3,793,418 | |||
Loss from continuing operations | (58,688,005) | (9,859,930) | (67,791,950) | (71,672,357) | (56,804,435) |
Other loss, net | (261,524) | (16,427,003) | |||
Loss from continuing operations before income taxes | (74,912,949) | (9,897,967) | (68,053,474) | (88,099,360) | (58,222,793) |
Income tax benefit | (2,109,096) | (591,290) | 1,517,806 | ||
Loss from continuing operations, net of income taxes | (72,803,853) | (9,897,967) | (68,053,474) | (87,508,070) | (59,740,599) |
Income from discontinued operations, net of income taxes | 100,640,933 | 133,612,825 | 918,654,979 | 61,431,845 | 49,771,192 |
Net income (loss) | ¥ 27,837,080 | $ 123,714,858 | ¥ 850,601,505 | ¥ (26,076,225) | ¥ (9,969,407) |
NET REVENUES (Details)
NET REVENUES (Details) | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Mar. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Jan. 01, 2018CNY (¥) | |
NET REVENUES | |||||||
Net revenues | ¥ 5,185,822 | $ 194,690 | ¥ 1,338,592 | ¥ 7,389,371 | ¥ 8,831,390 | ||
Retained earnings | 25,884,905 | $ (10,455,760) | ¥ 25,884,905 | ¥ (71,888,585) | |||
ASU 2014-09 | Adjustment | |||||||
NET REVENUES | |||||||
Retained earnings | ¥ 0 | ||||||
ASU 2014-09 | Not adopted ASC 606 | Proforma adjustment | |||||||
NET REVENUES | |||||||
Net revenues | 5,943,984 | ||||||
K12 education assessment services revenue | |||||||
NET REVENUES | |||||||
Net revenues | 349,057 | 944,340 | 235,849 | ||||
Other revenue | |||||||
NET REVENUES | |||||||
Net revenues | 4,836,765 | 394,252 | 8,595,541 | ||||
rental income | |||||||
NET REVENUES | |||||||
Net revenues | ¥ 4,041,142 | ¥ 7,181,226 | |||||
rental income | ASU 2014-09 | Adjustment | Other operating income, net | |||||||
NET REVENUES | |||||||
Net revenues | ¥ 5,943,984 |
INCOME TAXES (Details)
INCOME TAXES (Details) - CNY (¥) | Jan. 01, 2008 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2010 |
Income Taxes | ||||||||||||
Statutory income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | |||||||||
Withholding tax related to distributable earnings | ¥ 22,797,747 | ¥ 22,797,747 | ¥ 22,797,747 | |||||||||
Undistributed earnings generated by the PRC consolidated entities | ¥ 227,977,473 | ¥ 71,323,502 | ¥ 227,977,473 | ¥ 227,977,473 | ||||||||
Unrecognized deferred income tax liability | ¥ 7,132,350 | |||||||||||
PRC | ||||||||||||
Income Taxes | ||||||||||||
Statutory income tax rate (as a percent) | 25.00% | 25.00% | ||||||||||
Preferential tax rate as a high and new technology enterprise (as a percent) | 15.00% | |||||||||||
Withholding tax rate for dividends distributed by a PRC-resident enterprise to its immediate holding company outside the PRC (as a percent) | 10.00% | |||||||||||
PRC | ATA Testing | ||||||||||||
Income Taxes | ||||||||||||
Preferential tax rate as a high and new technology enterprise (as a percent) | 15.00% | 15.00% | 15.00% | 15.00% | ||||||||
PRC | Muhua Shangce | ||||||||||||
Income Taxes | ||||||||||||
Preferential tax rate as a high and new technology enterprise (as a percent) | 15.00% | 15.00% | 15.00% | |||||||||
PRC | Muhua Shangce | Future | ||||||||||||
Income Taxes | ||||||||||||
Preferential tax rate as a high and new technology enterprise (as a percent) | 15.00% |
INCOME TAXES - Loss By Jurisdic
INCOME TAXES - Loss By Jurisdiction (Details) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Mar. 31, 2017CNY (¥) | |
Income Taxes | |||||
Loss before continuing operations before income taxes | ¥ (74,912,949) | $ (9,897,967) | ¥ (68,053,474) | ¥ (88,099,360) | ¥ (58,222,793) |
Cayman Islands and British Virgin Islands | |||||
Income Taxes | |||||
Loss before continuing operations before income taxes | (39,725,254) | (29,296,296) | (13,353,444) | ||
PRC | |||||
Income Taxes | |||||
Loss before continuing operations before income taxes | (35,150,223) | (39,680,573) | (44,835,406) | ||
HKSAR | |||||
Income Taxes | |||||
Loss before continuing operations before income taxes | ¥ (37,472) | ¥ 923,395 | ¥ (33,943) |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Details) - CNY (¥) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Mar. 31, 2017 | |
INCOME TAXES | |||
Current income tax benefit | ¥ (591,290) | ||
Deferred income tax expense (benefit) | ¥ (2,109,096) | 2,109,096 | |
Total income tax expense (benefit) | ¥ (2,109,096) | ¥ (591,290) | ¥ 1,517,806 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Actual Income Tax Expense Percent and the PRC Statutory Tax Rate (Details) - CNY (¥) | Oct. 26, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 |
PRC statutory income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | ||
Difference between actual income tax expense and amount computed by applying the PRC statutory income tax rate to earnings (loss) before income taxes | |||||
Computed "expected" income tax expense | ¥ (18,728,237) | ¥ (17,013,369) | ¥ (14,555,699) | ||
Increase (decrease) in valuation allowance | 9,261,477 | (14,570,083) | 11,276,245 | ||
Entities not subject to income tax | 8,244,168 | 4,896,732 | 2,118,266 | ||
Non-deductible expenses | |||||
Entertainment | 98,299 | 255,843 | 101,297 | ||
Share-based compensation | 1,696,514 | 2,427,342 | 1,228,581 | ||
Bad debt loss | (96,683) | 25,206 | 26,976 | ||
Additional deduction of research and development costs | (951,062) | (447,525) | (1,369,974) | ||
Withholding tax related to undistributed earnings | (2,109,096) | 2,109,096 | |||
Gain from discharge of intercompany payables | 25,594,493 | ||||
Investment loss from sale of non-redeemable non-controlling interests | (1,725,000) | ||||
Other | 475,524 | ¥ 556,361 | 583,018 | ||
Total income tax expense (benefit) | ¥ (2,109,096) | ¥ (591,290) | ¥ 1,517,806 | ||
ATA Testing | Limited Partnership | Muhua Shangce | |||||
Non-deductible expenses | |||||
Percentage of equity interest sold | 24.00% | 24.00% |
INCOME TAXES - Deferred Taxes (
INCOME TAXES - Deferred Taxes (Details) - CNY (¥) | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Deferred income tax assets: | ||||
Tax loss carry forwards | ¥ 14,082,622 | ¥ 32,272,023 | ||
Impairment loss of long-term investments | 4,132,700 | |||
Accrued expenses and other payables | 2,946,135 | 3,097,047 | ||
Property and equipment, net | 551,634 | 226,604 | ||
Donation | 250,000 | 250,000 | ||
Total gross deferred income tax assets | 21,963,091 | 35,845,674 | ||
Less: valuation allowance | (21,275,591) | ¥ (35,845,674) | ¥ (26,584,197) | ¥ (15,307,952) |
Total deferred income tax assets, net | 687,500 | |||
Deferred income tax liabilities: | ||||
Change in fair value of long-term investment | 687,500 | |||
Total gross deferred income tax liabilities | ¥ 687,500 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowance (Details) - CNY (¥) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
Movements of the valuation allowance | |||
Balance at the beginning of the period | ¥ 26,584,197 | ¥ 35,845,674 | ¥ 15,307,952 |
Additions | 9,261,477 | 11,024,410 | 11,276,245 |
Reduction due to gain from discharge of intercompany payables | (25,594,493) | ||
Balance at the end of the period | 35,845,674 | 21,275,591 | 26,584,197 |
Additional disclosures | |||
Unrecognized tax benefits | 0 | 0 | 0 |
Interest and penalties recorded | ¥ 0 | ¥ 0 | ¥ 0 |
Period of statute of limitations, if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent | 3 years | ||
Period of statute of limitations, if the underpayment is more than RMB 100,000 | 5 years | ||
Minimum amount of underpayment of taxes for statute of limitations to be extended to five years | ¥ 100,000 | ||
Period of statute of limitations for transfer pricing issues | 10 years | ||
December 31, 2026 | |||
Movements of the valuation allowance | |||
Tax loss carry forwards for PRC income tax purpose | ¥ 10,761,200 | ||
PRC | |||
Movements of the valuation allowance | |||
Tax loss carry forwards for PRC income tax purpose | 56,330,488 | ||
PRC | December 31, 2023 | |||
Movements of the valuation allowance | |||
Tax loss carry forwards for PRC income tax purpose | 1,478,092 | ||
PRC | December 31, 2024 | |||
Movements of the valuation allowance | |||
Tax loss carry forwards for PRC income tax purpose | 2,077,750 | ||
PRC | December 31, 2025 | |||
Movements of the valuation allowance | |||
Tax loss carry forwards for PRC income tax purpose | 1,593,134 | ||
PRC | December 31, 2027 | |||
Movements of the valuation allowance | |||
Tax loss carry forwards for PRC income tax purpose | 24,885,644 | ||
PRC | December 31, 2028 | |||
Movements of the valuation allowance | |||
Tax loss carry forwards for PRC income tax purpose | ¥ 15,534,668 |
NON-CONTROLLING INTERESTS (Deta
NON-CONTROLLING INTERESTS (Details) | Oct. 26, 2018CNY (¥) | Feb. 28, 2017CNY (¥) | Feb. 28, 2017CNY (¥)item | Dec. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) |
NON-CONTROLLING INTERESTS | |||||
Balance at the beginning of the period | ¥ 36,304,276 | ||||
Capital contribution | ¥ 34,000,000 | ||||
Comprehensive loss | (1,444,363) | (3,181,199) | |||
Accretion of redeemable non-controlling interests | 3,748,639 | 6,085,542 | |||
Balance at the end of the period | ¥ 36,304,276 | ¥ 39,208,619 | |||
The investors | |||||
NON-CONTROLLING INTERESTS | |||||
Number of investors | item | 2 | ||||
Equity interest acquired | 20.00% | ||||
Redemption period | 6 years | ||||
Redemption value | ¥ 34,000,000 | ¥ 34,000,000 | |||
Redemption value interest rate | 8.00% | 8.00% | |||
ATA Testing | Muhua Shangce | Limited Partnership | |||||
NON-CONTROLLING INTERESTS | |||||
Percentage of shares approved to be transferred | 24.00% | 24.00% | |||
Total consideration | ¥ 1,500,000 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share incentive plans (Details) | Oct. 26, 2018shares | Dec. 30, 2016shares | Jan. 07, 2008shares | Dec. 31, 2018shares | Nov. 30, 2018$ / sharesshares | Jul. 31, 2018shares | Aug. 31, 2017$ / sharesshares | Jan. 31, 2017$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2017CNY (¥)shares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018CNY (¥)shares | Mar. 31, 2017$ / sharesshares | Mar. 31, 2017CNY (¥)shares | Mar. 31, 2016shares | Oct. 31, 2007shares | Apr. 30, 2005shares |
SHARE-BASED COMPENSATION | |||||||||||||||||
Compensation costs accelerated and recognized | ¥ | ¥ 877,321 | ||||||||||||||||
ATA Online | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Compensation costs accelerated and recognized | ¥ | ¥ 6,753,771 | ||||||||||||||||
Options | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Granted (in shares) | 50,000 | 1,053,150 | 900,000 | ||||||||||||||
Granted (in dollars per share) | $ / shares | $ 2.35 | $ 0.58 | $ 1.71 | ||||||||||||||
Total-share based compensation expense | ¥ | ¥ 3,103,243 | ¥ 2,253,210 | ¥ 3,949,371 | ||||||||||||||
Number of share options | 1,142,212 | 2,377,067 | 2,377,067 | 1,142,212 | 1,142,212 | 2,451,067 | 2,451,067 | 1,904,067 | |||||||||
Options cancelled (in shares) | 1,772,584 | 1,901,752 | |||||||||||||||
Vested cancelled (in shares) | 1,215,114 | ||||||||||||||||
Options | ATA Online | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Options cancelled (in shares) | 129,168 | ||||||||||||||||
Options | Employees and officers | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Vesting rate on the first anniversary (as a percent) | 25.00% | 25.00% | |||||||||||||||
Vesting rate for remaining awards after the first anniversary and over 36 months (as a percent) | 75.00% | 75.00% | |||||||||||||||
Vesting period for remaining 75% shares | 36 months | 36 months | |||||||||||||||
Granted (in shares) | 1,772,584 | 690,000 | 900,000 | ||||||||||||||
Granted (in dollars per share) | $ / shares | $ 0.578 | $ 1.705 | |||||||||||||||
Vested immediately on the grant date (in shares) | 1,412,336 | ||||||||||||||||
Options | Employee | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Vesting rate on the first anniversary (as a percent) | 25.00% | ||||||||||||||||
Vesting rate for remaining awards after the first anniversary and over 36 months (as a percent) | 75.00% | ||||||||||||||||
Vesting period for remaining 75% shares | 36 months | ||||||||||||||||
Granted (in shares) | 363,150 | 50,000 | |||||||||||||||
Granted (in dollars per share) | $ / shares | $ 2.35 | ||||||||||||||||
Options | Certain employee and officer | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Vesting period | 4 years | ||||||||||||||||
Share options issued (in shares) | 1,452,600 | ||||||||||||||||
Non-vested shares | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Non-vested shares granted | 2,572,584 | 2,700,000 | |||||||||||||||
Total-share based compensation expense | ¥ | ¥ 3,682,812 | ¥ 7,456,157 | ¥ 964,953 | ||||||||||||||
Nonvested cancelled (in shares) | 557,470 | 1,262,250 | |||||||||||||||
Non-vested shares | ATA Online | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Nonvested cancelled (in shares) | 1,262,250 | ||||||||||||||||
Non-vested shares | Employees and officers | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Non-vested shares granted | 2,700,000 | ||||||||||||||||
Vesting rate at the end of each year from the grant date over 4 years (as a percent) | 25.00% | ||||||||||||||||
Vesting period | 4 years | ||||||||||||||||
Non-vested shares | Directors | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Vesting rate on the first anniversary (as a percent) | 25.00% | ||||||||||||||||
Vesting rate for remaining awards after the first anniversary and over 36 months (as a percent) | 75.00% | ||||||||||||||||
Vesting period for remaining 75% shares | 36 months | ||||||||||||||||
Non-vested shares granted | 800,000 | ||||||||||||||||
2005 Share incentive plan | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Shares authorized | 3,310,300 | 2,894,000 | |||||||||||||||
2005 Share incentive plan | Options | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Expiration term | 10 years | ||||||||||||||||
Vesting rate on the first anniversary (as a percent) | 25.00% | ||||||||||||||||
Vesting rate for remaining awards after the first anniversary and over 36 months (as a percent) | 75.00% | ||||||||||||||||
Vesting period for remaining 75% shares | 36 months | ||||||||||||||||
2008 Share incentive plan | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Shares authorized | 5,726,763 | 336,307 | |||||||||||||||
Annual increase in shares reserved (as a percent) | 1.00% | ||||||||||||||||
Annual increase in shares reserved (in shares) | 336,307 | ||||||||||||||||
Expiration term | 10 years | 10 years | |||||||||||||||
2008 Share incentive plan | Options | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Expiration term | 10 years | ||||||||||||||||
Vesting rate on the first anniversary (as a percent) | 25.00% | ||||||||||||||||
Vesting rate for remaining awards after the first anniversary and over 36 months (as a percent) | 75.00% | ||||||||||||||||
Vesting period for remaining 75% shares | 36 months | ||||||||||||||||
2008 Share incentive plan | Non-vested shares | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Vesting period for remaining 75% shares | 36 months | ||||||||||||||||
Vesting rate at the end of each year from the grant date over 4 years (as a percent) | 25.00% | ||||||||||||||||
Vesting period | 4 years | ||||||||||||||||
Amendment and Restatement of 2008 Plan | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Annual increase in shares reserved (as a percent) | 1.00% | ||||||||||||||||
Common shares reserved for issuance | 6,965,846 | ||||||||||||||||
Second Amendment and Restatement of 2008 Plan] | |||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
Common shares reserved for issuance | 6,965,846 | 6,965,846 | 6,965,846 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Options activities (Details) - Options - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
Number of shares | ||||
Outstanding at the beginning of the period (in shares) | 2,451,067 | 2,377,067 | 1,904,067 | |
Granted (in shares) | 50,000 | 1,053,150 | 900,000 | |
Exercised (in shares) | (119,792) | |||
Forfeited (in shares) | (50,000) | (123,438) | (100,000) | |
Cancelled (in shares) | (1,772,584) | (1,901,752) | ||
Expired (in shares) | (74,000) | (143,023) | (253,000) | |
Outstanding at the end of the period (in shares) | 2,377,067 | 1,142,212 | 2,451,067 | |
Vested and expected to vest at the end of the period (in shares) | 1,142,212 | |||
Exercisable at the end of the period (in shares) | 36,978 | |||
Weighted average exercise | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 2.21 | $ 2.18 | $ 2.61 | |
Granted (in dollars per share) | 2.35 | 0.58 | 1.71 | |
Exercised (in dollars per share) | 1.77 | |||
Forfeited (in dollars per share) | 1.71 | 1.71 | 1.71 | |
Cancelled (in dollars per share) | 2.13 | |||
Expired (in dollars per share) | 3.60 | 3.89 | 3.60 | |
Outstanding at the end of the period (in dollars per share) | $ 2.18 | 0.67 | $ 2.21 | |
Vested and expected to vest at the end of the period (in dollars per share) | 0.67 | |||
Exercisable at the end of the period (in dollars per share) | $ 1.71 | |||
Weighted remaining contractual Years | ||||
Vested and expected to vest at the end of the period | 9 years 8 months 16 days | |||
Exercisable at the end of the period | 8 years 18 days |
SHARE-BASED COMPENSATION - Outs
SHARE-BASED COMPENSATION - Outstanding and exercisable (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Options outstanding at the end of the period | |
Number of Shares | shares | 1,142,212 |
Exercise Price per Share (in dollars per share) | $ / shares | $ 0.67 |
Remaining Contractual Life | 9 years 8 months 16 days |
Options exercisable as of the end of the period | |
Number of Shares | shares | 36,978 |
Exercise Price per Share (in dollars per share) | $ / shares | $ 1.71 |
Remaining Contractual Life | 8 years 18 days |
Exercise price one | |
Options outstanding at the end of the period | |
Number of Shares | shares | 89,062 |
Exercise Price per Share (in dollars per share) | $ / shares | $ 1.71 |
Remaining Contractual Life | 8 years 18 days |
Options exercisable as of the end of the period | |
Number of Shares | shares | 36,978 |
Exercise Price per Share (in dollars per share) | $ / shares | $ 1.71 |
Remaining Contractual Life | 8 years 18 days |
Exercise price two | |
Options outstanding at the end of the period | |
Number of Shares | shares | 1,053,150 |
Exercise Price per Share (in dollars per share) | $ / shares | $ 0.58 |
Remaining Contractual Life | 9 years 10 months 6 days |
SHARE-BASED COMPENSATION - Op_2
SHARE-BASED COMPENSATION - Option valuation assumptions (Details) - Options | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
Assumptions used in the valuation model | |||
Expected dividend yield (as a percent) | 8.70% | 0.00% | 0.00% |
Expected volatility (as a percent) | 60.00% | 57.00% | 63.00% |
Expected term | 6 years 29 days | 6 years 29 days | |
Risk-free interest rate (as a percent) | 1.96% | 1.98% | |
Minimum | |||
Assumptions used in the valuation model | |||
Expected term | 5 years 1 month 10 days | ||
Risk-free interest rate (as a percent) | 3.05% | ||
Maximum | |||
Assumptions used in the valuation model | |||
Expected term | 6 years 1 month 10 days | ||
Risk-free interest rate (as a percent) | 3.10% |
SHARE-BASED COMPENSATION - Expe
SHARE-BASED COMPENSATION - Expense (Details) - Options - CNY (¥) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
SHARE-BASED COMPENSATION | |||
Total-share based compensation expense | ¥ 3,103,243 | ¥ 2,253,210 | ¥ 3,949,371 |
Total unrecognized compensation expense | ¥ 2,353,574 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 3 years 6 months 15 days | ||
Research and development | |||
SHARE-BASED COMPENSATION | |||
Total-share based compensation expense | 476,994 | ¥ 157,355 | 113,499 |
Sales and marketing | |||
SHARE-BASED COMPENSATION | |||
Total-share based compensation expense | 272,568 | 70,915 | 64,856 |
General and administrative | |||
SHARE-BASED COMPENSATION | |||
Total-share based compensation expense | ¥ 2,353,681 | ¥ 2,024,940 | ¥ 3,771,016 |
SHARE-BASED COMPENSATION - Non
SHARE-BASED COMPENSATION - Non vested shares activities (Details) - Non-vested shares - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2018 | Jul. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
Number of shares | |||||
Outstanding at the beginning of the period (in shares) | 2,700,000 | 2,625,000 | 120,000 | ||
Granted (in shares) | 2,572,584 | 2,700,000 | |||
Vested (in shares) | (60,000) | (2,068,586) | (60,000) | ||
Forfeited (in shares) | (15,000) | (71,250) | (60,000) | ||
Cancelled (in shares) | (557,470) | (1,262,250) | |||
Outstanding at the end of the period (in shares) | 2,625,000 | 1,795,498 | 2,700,000 | ||
Weighted average grant date fair value | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 1.661 | $ 1.650 | $ 2.145 | ||
Granted (in dollars per share) | 0.537 | 1.650 | |||
Vested (in dollars per share) | 2.145 | 0.872 | 2.145 | ||
Forfeited (in dollars per share) | 1.650 | 1.650 | 1.650 | ||
Cancelled (in dollars per share) | 1.650 | ||||
Outstanding at the end of the period (in dollars per share) | $ 1.650 | $ 0.951 | $ 1.661 | ||
Additional disclosures | |||||
Total fair value of shares vested | $ 148,500 | $ 2,591,875 | $ 157,176 | ||
Number of vested shares withheld upon vesting to satisfy the minimum tax withholding obligation | 11,252 | 93,496 | 11,624 |
SHARE-BASED COMPENSATION - No_2
SHARE-BASED COMPENSATION - Non vested shares expense (Details) - Non-vested shares - CNY (¥) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
SHARE-BASED COMPENSATION | |||
Total-share based compensation expense | ¥ 3,682,812 | ¥ 7,456,157 | ¥ 964,953 |
Total unrecognized compensation expense | ¥ 8,427,757 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 6 months 26 days | ||
Research and development | |||
SHARE-BASED COMPENSATION | |||
Total-share based compensation expense | 516,339 | ¥ 240,441 | 118,906 |
Sales and marketing | |||
SHARE-BASED COMPENSATION | |||
Total-share based compensation expense | 258,170 | 96,058 | 59,453 |
General and administrative | |||
SHARE-BASED COMPENSATION | |||
Total-share based compensation expense | ¥ 2,908,303 | ¥ 7,119,658 | ¥ 786,594 |
COMMON SHARES (Details)
COMMON SHARES (Details) - USD ($) $ in Millions | Sep. 24, 2015 | Aug. 05, 2014 | Nov. 01, 2012 |
ADS | |||
Common shares | |||
Authorized amount to be repurchased (in dollars) | $ 3 | $ 5 | $ 5 |
CASH DIVIDENDS (Details)
CASH DIVIDENDS (Details) | Aug. 24, 2018CNY (¥) | Aug. 07, 2018$ / shares | Jun. 01, 2017$ / shares | Jul. 31, 2017CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) |
Cash dividend | |||||||
Total amount of cash distributed in the dividend | ¥ 65,698,571 | ¥ 65,698,571 | $ 137,678,976 | ¥ 946,611,803 | |||
Discontinued operation, disposal by sale | ATA Online and its direct shareholding companies, ATA Learning and Zhongxiao Zhixing | |||||||
Cash dividend | |||||||
Total amount of cash distributed in the dividend | ¥ | ¥ 946,600,000 | ||||||
Common share | |||||||
Cash dividend | |||||||
Special cash dividend declared per share (in dollars per share) | $ 3 | $ 0.205 | |||||
ADS | |||||||
Cash dividend | |||||||
Special cash dividend declared per share (in dollars per share) | $ 6 | $ 0.41 |
STATUTORY RESERVES (Details)
STATUTORY RESERVES (Details) - CNY (¥) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
STATUTORY RESERVES | ||
Required percentage of after tax profit transferred to general reserve fund | 10.00% | |
Percentage of registered capital limit for transfer of after tax profit to general reserve fund | 50.00% | |
Appropriation of after tax profit to general reserve fund | ¥ 25,557,266 | ¥ 62,309,344 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Aug. 16, 2018 | Jun. 27, 2017CNY (¥) | Jun. 07, 2017CNY (¥) | Aug. 31, 2016CNY (¥) | Mar. 29, 2016CNY (¥) | Jun. 30, 2018CNY (¥) | May 31, 2015CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Mar. 31, 2017CNY (¥) | Jul. 31, 2018CNY (¥) |
Jack Huang | Commercial Loan Facility (the "Facility") | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Term of commercial loan facility | 3 years | ||||||||||
Maximum borrowing capacity | ¥ 15,000,000 | ||||||||||
ATA Testing | Commercial Loan Facility (the "Facility") | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Pledge agreement period | 3 years | ||||||||||
Interest rate (as a percent) | 6.525% | ||||||||||
Drawdowns | ¥ 15,000,000 | ||||||||||
Interest expenses | ¥ 249,683 | ||||||||||
Entities controlled by Chairman, Chief Executive Officer and certain management members | Disposal of ATA Online to entities controlled by Management | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Equity interest transferred (in percent) | 67.5 | ||||||||||
ATA Learning and Zhongxiao Zhixing | Equity interest of ATA Online transferred from nominee shareholders | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Consideration for sale of equity interest | ¥ 10,000,000 | ||||||||||
Consideration transferred by General Counsel to CEO | ¥ 1,000,000 | ||||||||||
ATA Learning and Zhongxiao Zhixing | Equity interest of ATA Online transferred from nominee shareholders | Mr. Kevin Xiaofeng Ma | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Cash received | ¥ 10,000,000 | ||||||||||
Master Mind | Sublease of Jianwai SOHO office | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Total sublease income | ¥ 207,346 | ¥ 0 | ¥ 650,478 | ||||||||
Director of ATA Learning and Puhua Technology | Acquisition of Puhua Technology by ATA Online | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Percentage of equity interest | 60.00% | ||||||||||
Cash consideration paid | ¥ 2,000,000 | ||||||||||
Executive Partner of Tianjin Zhishang is the CEO and director of ATA Online | Disposal of equity interest in ZhiShang to Tianjin Zhishang by ATA Online | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Equity interest to be sold (as a percent) | 15.00% | ||||||||||
Consideration of disposal | ¥ 1,253,550 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Lease Commitments (Details) - CNY (¥) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | |
Year ended December 31: | |||
2019 | ¥ 2,959,829 | ||
2020 | 346,745 | ||
Total | 3,306,574 | ||
Rental expense for operating leases | ¥ 4,772,679 | ¥ 2,717,234 | ¥ 6,089,419 |
Minimum | |||
Lease commitments | |||
Operating lease term | 12 months | ||
Maximum | |||
Lease commitments | |||
Operating lease term | 36 months | ||
Leases not renewed | |||
Operating lease term which were not renewed | 1 month |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Other Commitments (Details) - CNY (¥) | Apr. 27, 2017 | Dec. 31, 2018 |
Other commitments | ||
Other commitments | ||
2019 | ¥ 10,000,000 | |
2020 | 10,000,000 | |
2021 | 10,000,000 | |
Total | ¥ 30,000,000 | |
Other agreement with Tsinghua University | ||
Other commitments | ||
Period covered by the purchase agreement | 5 years | |
Maximum amount of funding support under certain circumstances | ¥ 50,000,000 | |
Amount of funding support to be paid in next three years | ¥ 30,000,000 |
OPERATING LEASES - Property (De
OPERATING LEASES - Property (Details) - Building - CNY (¥) | Dec. 31, 2018 | Dec. 31, 2017 |
Operating leases | ||
Property on Operating Lease, gross | ¥ 53,049,213 | ¥ 53,049,213 |
Less: Accumulated depreciation | (16,932,130) | (15,149,677) |
Property on Operating Lease, net | ¥ 36,117,083 | ¥ 37,899,536 |
OPERATING LEASES - Future minim
OPERATING LEASES - Future minimum rental (Details) | Dec. 31, 2018CNY (¥) |
Future minimum rental income | |
2019 | ¥ 3,630,265 |
2020 | 598,355 |
Total | ¥ 4,228,620 |
EARNINGS (LOSS) PER COMMON SH_3
EARNINGS (LOSS) PER COMMON SHARE (Details) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Mar. 31, 2017CNY (¥)¥ / sharesshares | |
Numerator: | ||||
Net income (loss) attributable to ATA Inc. | ¥ 29,633,544 | $ 124,343,817 | ¥ 854,925,914 | ¥ (9,716,002) |
Dividends paid to participating securities | ¥ | (3,749,630) | (13,249,006) | ||
Redeemable non-controlling interest redemption value accretion | ¥ | (3,748,639) | (6,085,542) | ||
Net earnings (loss) available to common shareholders | ¥ | ¥ 22,135,275 | ¥ 835,591,366 | ¥ (9,716,002) | |
Denominator for basic earnings (loss) per share: | ||||
Weighted average common shares outstanding | shares | 45,793,127 | 45,796,886 | 45,796,886 | 45,772,916 |
Denominator for diluted earnings (loss) per share | shares | 45,793,127 | 45,796,886 | 45,796,886 | 45,772,916 |
Basic loss per common share from continuing operations | ¥ (1.72) | ¥ (1.81) | ¥ (1.31) | |
Diluted loss per common share from continuing operations | (1.72) | (1.81) | (1.31) | |
Basic earnings per common share from discontinued operations | 2.20 | 20.06 | 1.10 | |
Diluted earnings per common share from discontinued operations | (per share) | 2.20 | $ 2.91 | 20.06 | 1.10 |
Basic earnings (loss) per common share attributable to ATA Inc. | 0.48 | 18.25 | (0.21) | |
Diluted earnings (loss) per common share attributable to ATA Inc. | ¥ 0.48 | ¥ 18.25 | ¥ (0.21) | |
Shares issuable under share options (in shares) | shares | 2,377,067 | 1,142,212 | 1,142,212 | 2,451,067 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) | Aug. 24, 2018CNY (¥) | Aug. 16, 2018USD ($)entity | Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Mar. 31, 2017CNY (¥) | Feb. 06, 2018USD ($) |
DISCONTINUED OPERATIONS | ||||||||
Special cash dividend | ¥ 65,698,571 | ¥ 946,613,862 | ||||||
Operating results of discontinued operations | ||||||||
Income (loss) from operations of discontinued operations, net of income taxes | 100,640,933 | $ (2,756,304) | (18,950,969) | ¥ 49,771,192 | ||||
Gain from disposal of discontinued operations, net of income taxes | 136,369,129 | 937,605,948 | ||||||
Income from discontinued operations, net of income taxes | 100,640,933 | 133,612,825 | 918,654,979 | ¥ 61,431,845 | 49,771,192 | |||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent, Total | 100,993,034 | $ 133,614,368 | 918,665,587 | 50,024,597 | ||||
ASSETS | ||||||||
Total current assets | 310,014,014 | 310,014,014 | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Total current liabilities | 111,721,090 | 111,721,090 | ||||||
ATA Online and its direct shareholding companies, ATA Learning and Zhongxiao Zhixing | Discontinued operation, disposal by sale | ||||||||
DISCONTINUED OPERATIONS | ||||||||
Consideration of disposal | $ | $ 35,000,000 | |||||||
Special cash dividend | ¥ 946,600,000 | |||||||
Operating results of discontinued operations | ||||||||
Net revenues | 484,873,277 | 194,939,146 | 463,554,326 | |||||
Cost of revenues | 255,263,889 | 116,432,436 | 235,445,230 | |||||
Operating expenses | 101,413,368 | 104,587,110 | 99,797,557 | |||||
Other income (loss) | 3,962,257 | 6,929,814 | (41,461,167) | |||||
Income (loss) from operations of discontinued operations, before income taxes | 132,158,277 | (19,150,586) | 86,850,372 | |||||
Income tax expense (benefit) | 31,517,344 | (199,617) | 37,079,180 | |||||
Income (loss) from operations of discontinued operations, net of income taxes | 100,640,933 | (18,950,969) | 49,771,192 | |||||
Gain from disposal of discontinued operations, net of income taxes | 937,605,948 | |||||||
Income from discontinued operations, net of income taxes | 100,640,933 | 918,654,979 | 49,771,192 | |||||
Net loss attributable to non- redeemable non-controlling interests from discontinued operations | (352,101) | (10,608) | (253,405) | |||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent, Total | 100,993,034 | 918,665,587 | 50,024,597 | |||||
ASSETS | ||||||||
Cash and cash equivalents | 202,612,448 | 202,612,448 | ||||||
Accounts receivable, net | 100,052,120 | 100,052,120 | ||||||
Total current assets | 310,014,014 | 310,014,014 | ||||||
Total assets | 389,565,182 | 389,565,182 | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Accrued expenses and other payables | 54,096,372 | 54,096,372 | ||||||
Total current liabilities | 111,721,090 | 111,721,090 | ||||||
Total liabilities | 137,019,657 | ¥ 137,019,657 | ||||||
Cash flows of discontinued operations | ||||||||
Net cash provided by (used in) operating activities | 133,225,150 | (25,108,520) | 80,794,278 | |||||
Net cash used in investing activities | (22,052,885) | (8,666,299) | ¥ (14,060,170) | |||||
Net cash used in financing activities | ¥ (93,811,830) | ¥ (21,098,633) | ||||||
ATA Online and its direct shareholding companies, ATA Learning and Zhongxiao Zhixing | Discontinued operation, disposal by sale | the "CDH Entities" | ||||||||
DISCONTINUED OPERATIONS | ||||||||
Equity interest transferred (in percent) | 17.5 | |||||||
Equity interest transferred to number of entities | entity | 2 | |||||||
Consideration of disposal | $ | $ 35,000,000 | |||||||
ATA Online and its direct shareholding companies, ATA Learning and Zhongxiao Zhixing | Discontinued operation, disposal by sale | the Management Entities | ||||||||
DISCONTINUED OPERATIONS | ||||||||
Equity interest transferred (in percent) | 16.5 | |||||||
Equity interest transferred to number of entities | entity | 3 | |||||||
Consideration of disposal | $ | $ 33,000,000 | |||||||
ATA Online and its direct shareholding companies, ATA Learning and Zhongxiao Zhixing | Discontinued operation, disposal by sale | the LHHY Entity | ||||||||
DISCONTINUED OPERATIONS | ||||||||
Equity interest transferred (in percent) | 15 | |||||||
Consideration of disposal | $ | $ 30,000,000 | |||||||
ATA Online and its direct shareholding companies, ATA Learning and Zhongxiao Zhixing | Discontinued operation, disposal by sale | New Beauty Holdings Limited | ||||||||
DISCONTINUED OPERATIONS | ||||||||
Equity interest transferred (in percent) | 51 | |||||||
Consideration of disposal | $ | $ 102,000,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Beijing Xiaozhi Education Technology Co., Ltd. ("Xiaozhi") | 1 Months Ended | |
Jan. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥)director | |
Subsequent Event | ||
Percentage of equity interest | 20.00% | |
Total investment amount | ¥ 6,000,000 | |
Right to number of director | director | 1 | |
Subsequent Events | ||
Subsequent Event | ||
Cash consideration paid | ¥ 6,000,000 |
ATA INC. ("Parent Company") - C
ATA INC. ("Parent Company") - Condensed Balance Sheets (Details) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Condensed financial information | |||
Cash and cash equivalents | $ 27,719,634 | ¥ 190,586,342 | ¥ 53,478,494 |
Prepaid expenses and other current assets | 1,139,712 | 7,836,092 | 3,270,988 |
Loan receivable | 2,113,691 | 14,532,685 | |
Total assets | 48,743,913 | 335,138,771 | 568,441,507 |
Accrued expenses and other current liabilities | 2,634,272 | 18,111,939 | 28,018,521 |
Total liabilities | 2,871,924 | 19,745,915 | 167,064,497 |
Common shares | 514,126 | 3,534,871 | 3,534,871 |
Treasury shares | (4,034,190) | (27,737,073) | (27,737,073) |
Additional paid in capital | 59,660,532 | 410,195,990 | 389,897,690 |
Accumulated other comprehensive loss | (5,568,812) | (38,288,364) | (26,850,955) |
Retained earnings (accumulated deficits) | (10,455,760) | (71,888,585) | 25,884,905 |
Total shareholders' equity | 40,115,896 | 275,816,839 | 364,729,438 |
Total liabilities and shareholders' equity | 48,743,913 | 335,138,771 | 568,441,507 |
ATA INC. | |||
Condensed financial information | |||
Cash and cash equivalents | 2,239,311 | 15,396,381 | 1,807,629 |
Prepaid expenses and other current assets | 451 | 3,104 | 2,955 |
Loan receivable | 2,113,691 | 14,532,685 | |
Investments in subsidiaries | 36,051,277 | 247,870,563 | 374,906,204 |
Total assets | 40,404,730 | 277,802,733 | 376,716,788 |
Accrued expenses and other current liabilities | 288,836 | 1,985,894 | 11,987,350 |
Total liabilities | 288,836 | 1,985,894 | 11,987,350 |
Common shares | 514,126 | 3,534,871 | 3,534,871 |
Treasury shares | (4,034,190) | (27,737,073) | (27,737,073) |
Additional paid in capital | 59,660,532 | 410,195,990 | 389,897,690 |
Accumulated other comprehensive loss | (5,568,813) | (38,288,364) | (26,850,955) |
Retained earnings (accumulated deficits) | (10,455,761) | (71,888,585) | 25,884,905 |
Total shareholders' equity | 40,115,894 | 275,816,839 | 364,729,438 |
Total liabilities and shareholders' equity | $ 40,404,730 | ¥ 277,802,733 | ¥ 376,716,788 |
ATA INC. ("Parent Company") -_2
ATA INC. ("Parent Company") - Condensed Statements of Comprehensive Income (Loss) (Details) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Mar. 31, 2017CNY (¥) | |
Condensed financial information | |||||
Operating expenses | ¥ (60,087,962) | $ (9,988,002) | ¥ (68,672,509) | ¥ (74,104,081) | ¥ (61,228,551) |
Foreign currency exchange gains (losses), net | (221,605) | 139,654 | 960,188 | (77,939) | |
Loss from continuing operations before income taxes | (74,912,949) | (9,897,967) | (68,053,474) | (88,099,360) | (58,222,793) |
Income tax expense | 2,109,096 | ¥ 591,290 | (1,517,806) | ||
Net income (loss) attributable to ATA Inc. | 29,633,544 | 124,343,817 | 854,925,914 | (9,716,002) | |
Comprehensive income (loss) attributable to ATA Inc. | 27,852,360 | 122,680,315 | 843,488,505 | (9,611,644) | |
ATA INC. | |||||
Condensed financial information | |||||
Operating expenses | (14,273,099) | (721,967) | (4,963,891) | (3,818,608) | |
Investment income (loss) | 40,802,611 | 124,032,038 | 852,782,280 | (6,587,058) | |
Interest expense | (52,074) | (65) | (446) | (75,918) | |
Interest income | 15,394 | 190,032 | 1,306,567 | 568,503 | |
Foreign currency exchange gains (losses), net | (607,927) | (41,326) | (284,138) | 197,079 | |
Loss from continuing operations before income taxes | 25,884,905 | 123,458,712 | 848,840,372 | (9,716,002) | |
Net income (loss) attributable to ATA Inc. | 25,884,905 | 123,458,712 | 848,840,372 | (9,716,002) | |
Other comprehensive income (loss) | (1,781,184) | (1,663,502) | (11,437,409) | 104,358 | |
Comprehensive income (loss) attributable to ATA Inc. | ¥ 24,103,721 | $ 121,795,210 | ¥ 837,402,963 | ¥ (9,611,644) |
ATA INC. ("Parent Company") -_3
ATA INC. ("Parent Company") - Condensed Statements of Cash Flows (Details) | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2017CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Mar. 31, 2017CNY (¥) | |
Condensed financial information | |||||
Net cash used in operating activities | ¥ 95,605,639 | $ (45,469,610) | ¥ (312,626,305) | ¥ 61,544,726 | |
Cash flows from investing activities : | |||||
Loan lent to Beijing Biztour | (1,999,252) | (13,745,856) | |||
Net cash provided by (used in) investing activities | (20,604,329) | 174,785,211 | 1,201,735,714 | (93,951,601) | |
Cash flows from financing activities : | |||||
Cash received for exercise of share options | 208,485 | 1,433,441 | |||
Special cash dividend | ¥ (65,698,571) | (65,698,571) | (137,678,976) | (946,611,803) | |
Net cash provided by (used in) financing activities | (70,148,709) | (138,156,351) | (949,893,989) | 37,249,603 | |
Effect of foreign exchange rate changes on cash | (1,210,072) | (686,499) | (4,720,020) | (62,052) | |
Net increase (decrease) in cash | 3,642,529 | (9,527,249) | (65,504,600) | 4,780,676 | |
ATA INC. | |||||
Condensed financial information | |||||
Net cash used in operating activities | (5,003,772) | (4,362,779) | (29,996,291) | (2,858,989) | |
Cash flows from investing activities : | |||||
Cash received from subsidiaries | 73,178,416 | 145,726,306 | 1,001,941,215 | 400,783 | |
Loan lent to Beijing Biztour | (1,999,252) | (13,745,856) | |||
Net cash provided by (used in) investing activities | 73,178,416 | 143,727,054 | 988,195,359 | 400,783 | |
Cash flows from financing activities : | |||||
Cash received for exercise of share options | 208,485 | 1,433,441 | |||
Special cash dividend | (65,698,571) | (137,678,977) | (946,611,803) | ||
Net cash provided by (used in) financing activities | (65,698,571) | (137,470,492) | (945,178,362) | ||
Effect of foreign exchange rate changes on cash | (1,173,526) | 82,619 | 568,046 | 31,935 | |
Net increase (decrease) in cash | 1,302,547 | 1,976,402 | 13,588,752 | (2,426,271) | |
Cash at beginning of period | 505,082 | 262,909 | 1,807,629 | 2,931,353 | |
Cash at end of period | ¥ 1,807,629 | $ 2,239,311 | ¥ 15,396,381 | ¥ 505,082 |