We believe that ChinaCast Education Corp. (CAST) is misrepresenting itself in its SEC financial statements.
Our 40-page report explaining our short thesis for CAST is available here.
We have also written a letter to Deloitte LLP expressing our concerns. The letter is available here.
Kerrrisdale Capital and our clients are short and own options on the shares of ChinaCast. We stand to benefit in the event of a price decline in CAST shares, and will transact in the securities subsequent to this post. Please read our full disclaimer at the end of the report.
Below is a summary of our red flags:
1. SAIC Filings report that the ELG business is substantially smaller than what is claimed by CAST in SEC Filings
We acquired the SAIC financial statements for ChinaCast Li Xiang Co., Ltd. (“CCLX”) and ChinaCast Technology (Shanghai) Ltd. (“CCT Shanghai”), which are the main operating subsidiaries that comprise the ELG segment. ELG accounted for 66% of the Company’s gross profit in 2010 and for 100% of the Company’s gross profit prior to CAST’s first brick-and-mortar college acquisition in 2008.
According to SAIC filings, the subsidiary accounting for the ELG segment generated revenue of less than half of that reported in SEC filings from 2007 to 2009. In our report, we include photocopies of the annual inspection reports, as well as signed attestations by the subsidiaries’ legal representatives attesting that the information in the SAIC filings is valid and accurate.
2. SAIC filings provide evidence that shareholder funds were misappropriated during the Company’s acquisition of a business college in 2008
The Company announced in SEC filings that it acquired a business college in 2008 for RMB 480 million. Yet Chinese filings show that CAST paid only RMB 165 million for the asset. We question what happened to the remaining RMB 315 million, and whether it was essentially stolen by insiders.
On April 11, 2008, the Company acquired an 80% stake in the Foreign Trade & Business College of Chongqing Normal University (“FTBC Acquisition”). The Company reported in SEC filings that it paid RMB 480 million for the acquisition. However, SAIC filings show that CAST’s wholly owned subsidiary Yupei Training Information Technology Co., Ltd. paid only RMB 165 million for the asset. When research firm OLP Global demonstrated this in a report, the Company responded that the remaining amounts were paid by CCT Shanghai. However, the 2008 SAIC filings for CCT Shanghai demonstrate that no funds were paid by CCT Shanghai for the FTBC Acquisition, and that cash paid for acquisitions from CCT Shanghai was negligible in 2008. When OLP explained this in a subsequent report, CAST did not reply.
We came to the same conclusion as OLP after independently acquiring and reviewing the relevant source documents.
3. Filings with Chinese securities regulators and the SAIC provide evidence that funds were misappropriated during the acquisition of another college in 2009
CAST appears to have overpaid for its 2009 acquisition of Lijiang College by at least RMB 113 million, based on information from SAIC filings as well as documents filed with Chinese securities regulators that are easily accessible on the internet. We question whether the RMB 113 million was misappropriated during the acquisition.
For the acquisition of Lijiang College of Guangxi Normal University in October 2009, ChinaCast disclosed in SEC filings that it would pay a total consideration of RMB 365 million, of which RMB 295 million was paid in 2009 and the remaining contingent consideration would be paid in 2010. But Shanghai Xijiu Information Technology Co. Ltd. (“Xijiu”), the entity from which CAST purchased Lijiang, had only paid RMB 182 million to acquire Lijiang several weeks earlier, according to Chinese filings. Furthermore, Xijiu was set up by a former CAST employee and its 100% owner at the time of the acquisition was a farmer from Fujian province who did not graduate high school. It strikes us as unlikely that an under-educated farmer was the ultimate recipient of the proceeds from the acquisition of Lijiang College. The question emerges whether this acquisition was used to misappropriate funds during the acquisition of Lijiang College.
What happened to the RMB 113 million difference between the price paid by CAST in 2009 and the price paid by Xijiu for Lijiang College? Who exactly is this farmer who happened to gain control of a British Virgin Islands-based entity that purchased a college in China and then flipped it for a quick RMB 113 million profit to ChinaCast, plus additional consideration in 2010? Did the RMB 113 million end up in his bank account, or in someone else’s? Why has CAST not publicly answered these questions with specific, transparent explanations?
4. Unnecessary Capital Raises
ChinaCast has raised capital from investors numerous times, and also amended its warrants in a way that effectively functioned as a capital raise. In each case, the Company had ample cash on its balance sheet prior to the capital raise, and in our opinion, there was no reasonable justification for raising capital. In multiple situations, capital was effectively raised at low valuations, diluting shareholders in what we believe would be an irrational manner if the Company’s SEC financial statements were accurate.
5. Red Flags Associated with Historical Years
Our examination of CAST’s SAIC filings and the backgrounds of key personnel revealed several additional red flags that we believe are worth mentioning, given the other evidence for fraud we cite elsewhere in the report.
First, ChinaCast Co. Ltd. was previously censured by the Chinese government for falsifying bank documents. Prior to the Company’s IPO, management of ChinaCast Co. Ltd. was found to have fabricated bank transfer documents in order to deceive regulatory officials and pass certain capital verification requirements. A notice regarding the document falsification was filed with Chinese regulators.
Second, a central CAST executive was previously the CEO of a U.S.-listed Chinese reverse merger bulletin board company in 2002-2003. That company announced the acquisition of certain Chinese media assets but never closed the full transaction, and its stock now trades at a negligible value.
We urge officials at Deloitte, NASDAQ and the Securities and Exchange Commission to review our report. In our opinion, there is clear evidence that CAST is providing false financial information to one set of regulators, given that SEC and SAIC financial statements diverge by a material disparity. We believe it is the American regulators and investing public that are being defrauded.
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