ATA Inc. ("ATA" or the "Company") (Nasdaq:ATAI), a
leading provider of advanced testing technologies and
testing-related services in China, today announced preliminary
unaudited financial results for the three months ended March 31,
2018, and provided an update on the sale of ATA Online (Beijing)
Education Technology Co., Ltd. (“ATA Online”), the Company’s
subsidiary that operates the testing services and delivery
business.
Management CommentaryMr. Jack
Huang, ATA’s President, stated, “We are pleased to be making
continued progress on the ATA Online transaction (the
'Transaction') and are now working to complete the second closing
after having completed the first closing on April 4, 2018. In the
meantime, we also continue to explore and evaluate acquisition
opportunities within the education sector. One such opportunity we
recently announced was ATA’s strategic investment in Beijing
Biztour International Travel Service Co., Ltd. (‘Beijing Biztour’),
one of China’s largest providers of B2B educational tour services.
Beijing Biztour is well known for its international educational
study tour services for students in China who are interested in
overseas study tours primarily in the U.S., United Kingdom, and
Australia. We continue working closely with the Beijing Biztour
team and look forward to leveraging the many synergies between our
two companies to better position Beijing Biztour for success and
accelerated growth of its business.”
Mr. Huang continued, “Our strategy continues to
focus on leveraging ATA’s existing competency-focused assessment
and education service capabilities and the strategic opportunities
that we have been working on to transform our company into a
leading international education service provider. We continue to
explore the possibility of using the proceeds from the Transaction
to fund potential M&A opportunities within the education
sector.”
Transaction UpdateAs previously
announced in a press release on February 6, 2018, ATA entered into
a share purchase agreement (the “Share Purchase Agreement”) with a
group of investors including two entities affiliated with funds
managed by CDH Investments, a major Chinese alternative asset
management firm based in Beijing; New Beauty Holdings Limited, a
company controlled by Mr. Kevin Xiaofeng Ma, the Chairman and Chief
Executive Officer of ATA; and four holding companies controlled by
certain management members of ATA Online, with respect to the
Transaction (collectively, the “Buyer Group”).
Under the terms of the Share Purchase Agreement,
the Buyer Group agreed to acquire all of the outstanding equity
interests of ATA Online, which was then held directly or indirectly
by ATA, for a total consideration of US$200.0 million in cash. The
US$200.0 million in cash consideration payable by the Buyer Group
for ATA Online represents an 87.4% premium over ATA’s market
capitalization (calculated based on the closing trading price of
ATA’s ADSs on February 5, 2018).
Mr. Ma paid a cash deposit in the amount of
US$20.0 million to ATA as collateral and security for the payment
obligations of the Buyer Group as agreed under the Share Purchase
Agreement.
The closing of the Transaction is expected to
take place in three stages subject to the satisfaction of various
conditions precedent in the Share Purchase Agreement. The first of
the three closings was completed on April 4, 2018. The Company
currently expects the second closing to take place in early third
quarter of 2018 with the Transaction to be completed later in the
third quarter of 2018. The Company will continue to provide updates
throughout the process but cautions investors that there are no
assurances that all of the conditions for the closing stated in the
Share Purchase Agreement will be satisfied or that the Transaction
will ultimately be completed.
If the Transaction is not completed, ATA will
continue to conduct ATA Online-related businesses and may consider
and evaluate other strategic opportunities. In such a circumstance,
there can be no assurances that ATA’s continued operation of the
ATA Online-related businesses or any alternative strategic
opportunities will result in the same or greater value to
shareholders as with the sale of ATA Online.
The Company also filed a Form 6-K on February 6,
2018, and a Form 20-F on April 12, 2018, containing additional
information regarding the Transaction, which investors may access
on the SEC Filings page on ATA’s website or on the U.S. Securities
and Exchange Commission website at www.sec.gov.
GAAP Results
Impact of ATA Online Transaction on the
Company’s Financial StatementsBecause the Transaction represents a
strategic shift and has a major effect on ATA’s results of
operations, the disposed business lines have been reclassified as
discontinued operations. For the periods presented in this press
release, the assets and liabilities of the discontinued operations
are presented separately on the consolidated balance sheets, and
the results of the discontinued operations, less applicable income
taxes, are reported as a separate component of income, discontinued
operations, on the consolidated statements of comprehensive income
(loss).
2018 First QuarterATA’s total net revenues for
the three months ended March 31, 2018, were RMB218,499 (US$34,834),
compared to RMB2.3 million in the prior-year period. This decrease
was primarily due to the reclassification of approximately RMB1.4
million in rental income from net revenues to other operating
income, net, as a result of the adoption of new revenue guidance
ASC 606, effective January 1, 2018. The related costs were also
reclassified from cost of revenues to other operating income,
net.
Net loss from continuing operations for the
three months ended March 31, 2018, improved to RMB11.1 million
(US$1.8 million) from net loss of RMB35.1 million in the prior-year
period, primarily due to an RMB26.8 million decrease in income tax
expenses specifically related to withholding taxes from prior-year
period.
Net loss from discontinued operations, net of
income tax, for the three months ended March 31, 2018, was RMB27.5
million (US$4.4 million), compared to RMB18.8 million in the
prior-year period. This was primarily due to increased test
monitoring costs and operating expenses related to licensing fees
and labor costs associated with new hires and salary increases in
the first quarter of 2018.
Balance Sheet HighlightsAs of March 31, 2018,
ATA’s cash and cash equivalents were RMB173.7 million (US$27.7
million), working capital was RMB262.8 million (US$41.9 million),
and total shareholders’ equity was RMB327.1 million (US$52.1
million); compared to RMB53.5 million, RMB225.1 million, and
RMB365.1 million, respectively, as of December 31, 2017.
Conference Call and Webcast Information (With
Accompanying Presentation)ATA will host a conference call
at 9 p.m. Eastern Time on Thursday, May 10, 2018, during which
management will discuss the results of the quarter ended March 31,
2018. To participate in the conference call, please use the
following dial-in numbers about 10 minutes prior to the scheduled
conference call time:
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U.S. & Canada
(Toll-Free): |
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+1 (888)
419-5570 |
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International
(Toll): |
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+1 (617)
896-9871 |
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Toll-Free |
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Local Access |
China: |
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(800) 990 1344 |
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(400) 881 1630 |
Hong Kong: |
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3002 1672 |
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Participant
Passcode: |
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91958550 |
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A live webcast of the conference call can be accessed at the
investor relations section of ATA’s website at www.atai.net.cn or
by clicking the following link:
https://www.webcaster4.com/Webcast/Page/274/25695.
An accompanying slide presentation in PDF format
will also be made available 30 minutes prior to the conference call
on the same investor relations section of ATA’s website. To listen
to the webcast, please visit ATA’s website a few minutes prior to
the start of the call to register, download, and install any
necessary audio software.
A replay will be available shortly after the
call on the investor relations section of ATA's website and will
remain available for 90 days.
About ATA Inc.ATA is a leading provider of
advanced testing technologies in China. The Company offers
comprehensive services for the creation and delivery of assessments
based on its proprietary testing technologies and test delivery
platform. ATA’s testing technologies are used for professional
licensure and certification tests in various industries, including
information technology services, banking, teaching, asset
management, insurance, and accounting. As of March 31, 2018, ATA's
test center network comprised 3,379 authorized test centers located
throughout China. The Company believes that it has the largest test
center network of any commercial testing service provider in
China.
ATA has delivered approximately 101.5 million
billable tests since ATA started operations in 1999. For more
information, please visit ATA’s website at www.atai.net.cn.
Cautionary Note Regarding Forward-looking
StatementsThis announcement contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, and as defined in the Private Securities
Litigation Reform Act of 1995.
These forward-looking statements can be
identified by terms such as "anticipate," "believe," "could,"
"estimate," "expect," "forecast," "future," "intend," "look forward
to," "outlook," "plan," "should," "will," and similar terms and
include, among other things, statements regarding the Transaction,
ATA’s future growth and results of operations, ATA’s plans for
mergers and acquisitions generally, the anticipated benefits to
ATA’s expansion efforts into the international education studies
market, the strategic investment in Beijing Biztour, and the
ability of ATA and Beijing Biztour to cooperate effectively and to
introduce offerings and build partnerships in China.
The factors that could cause the Company’s
actual financial and operating results to differ from what the
Company currently anticipates may include its ability to leverage
its existing competency-focused assessment and education service
capabilities, its ability to identify and execute on M&A
opportunities within the education sector, the economy of China,
uncertainties with respect to China’s legal and regulatory
environments, and other factors stated in the Company’s filings
with the U.S. Securities and Exchange Commission (“SEC”).
The financial information contained in this
release should be read in conjunction with the consolidated
financial statements and related notes included in the Company’s
annual report on Form 20-F for its nine-month transition period
ended December 31, 2017, and other filings that ATA has made with
the SEC. The filings are available on the SEC’s website at
www.sec.gov and at ATA’s website at www.atai.net.cn. For additional
information on the risk factors that could adversely affect the
Company’s business, financial conditions, results of operations,
and prospects, please see the "Risk Factors" section of the
Company's Form 20-F for the nine-month transition period ended
December 31, 2017.
The preliminary results for the quarter ended
March 31, 2018, remain subject to the finalization of the Company’s
year-end closing and reporting processes.
The forward-looking statements in this release
involve known and unknown risks and uncertainties and are based on
current expectations, assumptions, estimates, and projections about
ATA and the markets in which it operates. The Company undertakes no
obligation to update forward-looking statements, which speak only
as of the date of this release, to reflect subsequent events or
circumstances, or changes in its expectations, except as may be
required by law. Although the Company believes that its
expectations and assumptions expressed in these forward-looking
statements are reasonable, the Company cannot assure you that its
expectations and assumptions will turn out to be correct, and
investors are cautioned that actual results may differ materially
from the anticipated results.
Currency Convenience
TranslationThe Company's financial information is stated
in Renminbi (“RMB”), the currency of the People’s Republic of
China. The translation of RMB amounts for the quarter ended March
31, 2018, into U.S. dollars are included solely for the convenience
of readers and have been made at the rate of RMB6.2726 to US$1.00,
the noon buying rate as of March 31, 2018, in New York for cable
transfers in RMB per U.S. dollar as set forth in the H.10 weekly
statistical release of the Federal Reserve Board. Such translations
should not be construed as representations that RMB amounts could
be converted into U.S. dollars at that rate or any other rate, or
to be the amounts that would have been reported under U.S.
GAAP.
About Non-GAAP Financial
MeasuresTo supplement ATA's consolidated financial
information presented in accordance with U.S. generally accepted
accounting principles ("GAAP"), ATA uses the following non-GAAP
financial measures: net income (loss) excluding share-based
compensation expense and foreign currency exchange gain or loss,
and basic and diluted earnings (losses) per common share and ADS
excluding share-based compensation expense and foreign currency
exchange gain or loss.
The presentation of these non-GAAP financial
measures is not intended to be considered in isolation or as a
substitute for the financial information prepared and presented in
accordance with GAAP. ATA believes these non-GAAP financial
measures provide meaningful supplemental information about its
performance by excluding share-based compensation expense and
foreign currency exchange gain or loss, which may not be indicative
of its operating performance.
ATA believes that both management and investors
benefit from these non-GAAP financial measures in assessing its
performance and when planning and forecasting future periods. These
non-GAAP financial measures also facilitate management's internal
comparisons to ATA's historical performance. ATA computes its
non-GAAP financial measures using a consistent method from period
to period. ATA believes these non-GAAP financial measures are
useful to investors in allowing for greater transparency with
respect to supplemental information used by management in its
financial and operational decision making. A limitation of using
non-GAAP net income (loss) excluding share-based compensation
expense and foreign currency exchange gain or loss and basic and
diluted earnings (losses) per common share and per ADS excluding
share-based compensation expense and foreign currency exchange gain
or loss is that share-based compensation charges and foreign
currency exchange gain or loss have been, and are expected to
continue to be for the foreseeable future, a significant recurring
expense in ATA's business.
Management compensates for these limitations by
providing specific information regarding the GAAP amounts excluded
from each non-GAAP measure. The table captioned "Reconciliations of
Non-GAAP Measures to the Most Comparable GAAP Measures" shown at
the end of this news release has more details on the
reconciliations between GAAP financial measures that are most
directly comparable to the non-GAAP financial measures used by
ATA.
For more information on our company, please contact the
following individuals:
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At the Company |
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Investor Relations |
ATA Inc. |
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The Equity Group
Inc. |
Amy Tung, CFO |
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Carolyne Y. Sohn,
Senior Associate |
+86 10 6518 1122 x
5518 |
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415-568-2255 |
amytung@atai.net.cn |
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csohn@equityny.com |
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Adam Prior, Senior Vice
President |
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212-836-9606 |
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aprior@equityny.com |
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ATA INC. AND
SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED
BALANCE SHEETS
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December 31, |
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March 31, |
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March 31, |
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2017 |
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2018 |
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2018 |
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RMB |
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RMB |
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USD |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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53,478,494 |
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173,662,014 |
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27,685,810 |
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Accounts receivable, net |
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52,907 |
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34,533 |
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5,505 |
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Prepaid expenses and other current assets |
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3,270,988 |
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3,763,806 |
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600,040 |
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Assets classified as held for sale |
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310,014,014 |
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311,872,989 |
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49,719,891 |
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Total current assets |
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366,816,403 |
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489,333,342 |
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78,011,246 |
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Long-term investments |
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70,021,699 |
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70,021,699 |
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11,163,106 |
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Property and equipment, net |
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42,302,632 |
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41,387,921 |
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6,598,208 |
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Intangible assets, net |
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6,088,483 |
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5,726,022 |
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912,863 |
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Deferred
income tax assets |
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— |
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887,241 |
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141,447 |
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Other assets |
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4,004,039 |
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3,626,338 |
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|
578,124 |
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Assets classified as held for sale |
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79,208,251 |
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|
— |
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|
— |
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Total assets |
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568,441,507 |
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610,982,563 |
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97,404,994 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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|
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Purchase deposit |
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— |
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125,762,000 |
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20,049,421 |
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Accrued expenses and other payables |
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28,018,521 |
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26,312,829 |
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4,194,884 |
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Deferred revenues |
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2,443,302 |
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2,190,073 |
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349,149 |
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Liabilities classified as held for sale |
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111,304,107 |
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72,288,361 |
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11,524,466 |
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Total current liabilities |
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141,765,930 |
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226,553,263 |
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36,117,920 |
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Deferred revenues |
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799,145 |
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830,746 |
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132,440 |
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Deferred income tax liabilities |
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22,797,747 |
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19,522,075 |
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3,112,278 |
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Liabilities classified as held for sale |
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1,701,675 |
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|
— |
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|
— |
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Total liabilities |
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|
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167,064,497 |
|
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246,906,084 |
|
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39,362,638 |
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Mezzanine equity-redeemable
non-controlling
interests |
|
|
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36,304,276 |
|
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36,999,790 |
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5,898,637 |
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Shareholders’ equity: |
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|
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|
|
|
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|
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Common shares |
|
|
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3,534,871 |
|
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3,534,871 |
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563,542 |
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Treasury shares |
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(27,737,073 |
) |
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(27,737,073 |
) |
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(4,421,942 |
) |
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Additional paid-in capital |
|
|
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389,897,690 |
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391,383,169 |
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62,395,684 |
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Accumulated other comprehensive loss |
|
|
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(26,850,955 |
) |
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(27,067,539 |
) |
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(4,315,203 |
) |
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Retained earnings (Accumulated deficit) |
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|
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25,884,905 |
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(13,380,229 |
) |
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(2,133,123 |
) |
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Total shareholders’ equity attributable to ATA
Inc. |
|
|
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364,729,438 |
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326,733,199 |
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52,088,958 |
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Non-redeemable non-controlling interests |
|
|
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343,296 |
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|
343,490 |
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|
54,761 |
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Total shareholders’ equity |
|
|
|
365,072,734 |
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|
327,076,689 |
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|
52,143,719 |
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Commitments and contingencies |
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|
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Total liabilities, mezzanine equity and shareholders’
equity |
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568,441,507 |
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610,982,563 |
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97,404,994 |
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ATA INC. AND
SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
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|
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Three-month Period
Ended |
|
|
|
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March 31, |
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March 31, |
|
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March 31, |
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|
|
|
|
2017 |
|
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2018 |
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2018 |
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|
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RMB |
|
|
RMB |
|
|
USD |
|
Net
revenues |
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|
|
2,307,795 |
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|
218,499 |
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|
34,834 |
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Cost
of revenues |
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|
|
1,198,865 |
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|
658,573 |
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|
104,992 |
|
Gross profit (loss) |
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1,108,930 |
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(440,074 |
) |
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(70,158 |
) |
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|
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Operating expenses: |
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|
|
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|
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Research and development |
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|
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4,297,214 |
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4,234,917 |
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|
675,145 |
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Sales and marketing |
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|
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1,093,135 |
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|
959,556 |
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|
152,976 |
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General and administrative |
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8,625,770 |
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10,668,404 |
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1,700,795 |
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Total operating expenses |
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|
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14,016,119 |
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|
15,862,877 |
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|
2,528,916 |
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|
|
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|
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Other
operating income, net |
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|
|
— |
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|
940,141 |
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|
149,881 |
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Loss from continuing
operations |
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|
|
(12,907,189 |
) |
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(15,362,810 |
) |
|
(2,449,193 |
) |
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|
|
|
|
|
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Other income (expense): |
|
|
|
|
|
|
|
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Share of net loss of equity method investments |
|
|
|
(563,641 |
) |
|
— |
|
|
— |
|
Interest income, net of interest expenses |
|
|
|
361,860 |
|
|
149,037 |
|
|
23,760 |
|
Foreign currency exchange gain (loss), net |
|
|
|
(278 |
) |
|
(33,499 |
) |
|
(5,341 |
) |
Loss from continuing operations before
income taxes |
|
|
|
(13,109,248 |
) |
|
(15,247,272 |
) |
|
(2,430,774 |
) |
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|
|
|
|
|
|
|
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Income tax expense (benefit) |
|
|
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22,029,582 |
|
|
(4,162,914 |
) |
|
(663,666 |
) |
Net loss from continuing operations, net of income taxes |
|
|
|
(35,138,830 |
) |
|
(11,084,358 |
) |
|
(1,767,108 |
) |
Net loss from discontinued operations, net of income taxes |
|
|
|
(18,774,475 |
) |
|
(27,485,068 |
) |
|
(4,381,766 |
) |
Net loss |
|
|
|
(53,913,305 |
) |
|
(38,569,426 |
) |
|
(6,148,874 |
) |
Net income (loss)
attributable to redeemable non-controlling interests from
continuing operations |
|
|
|
— |
|
|
(462,958 |
) |
|
(73,806 |
) |
Net income (loss) attributable to non-redeemable non-controlling
interests from discontinued operations |
|
|
|
(219,404 |
) |
|
194 |
|
|
31 |
|
Net loss attributable to ATA
Inc. |
|
|
|
(53,693,901 |
) |
|
(38,106,662 |
) |
|
(6,075,099 |
) |
Net loss from continuing operations
attributable to ATA Inc. |
|
|
|
(35,138,830 |
) |
|
(10,621,400 |
) |
|
(1,693,302 |
) |
Net loss from discontinued operations
attributable to ATA Inc. |
|
|
|
(18,555,071 |
) |
|
(27,485,262 |
) |
|
(4,381,797 |
) |
|
|
|
|
|
|
|
|
|
Other comprehensive income
(loss): |
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of nil income
taxes |
|
|
|
(70,558 |
) |
|
(216,584 |
) |
|
(34,529 |
) |
Comprehensive loss attributable to ATA
Inc. |
|
|
|
(53,764,459 |
) |
|
(38,323,246 |
) |
|
(6,109,628 |
) |
|
|
|
|
|
|
|
|
|
Basic
and diluted losses per common share attributable to ATA Inc. |
|
|
|
(1.17 |
) |
|
(0.86 |
) |
|
(0.14 |
) |
Basic and diluted
losses per ADS attributable to ATA Inc. |
|
|
|
(2.34 |
) |
|
(1.72 |
) |
|
(0.28 |
) |
Basic
and diluted losses from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
per
common share attributable to ATA Inc. |
|
|
|
(0.77 |
) |
|
(0.26 |
) |
|
(0.04 |
) |
Basic
and diluted losses from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
per
common share attributable to ATA Inc. |
|
|
|
(0.40 |
) |
|
(0.60 |
) |
|
(0.10 |
) |
Basic
and diluted losses from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
per ADS
attributable to ATA Inc. |
|
|
|
(1.54 |
) |
|
(0.52 |
) |
|
(0.08 |
) |
Basic
and diluted losses from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
per ADS
attributable to ATA Inc. |
|
|
|
(0.80 |
) |
|
(1.20 |
) |
|
(0.20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATIONS OF NON-GAAP
MEASURES TO THE MOST COMPARABLE GAAP
MEASURES
|
Three-month Period
Ended |
|
March 31, |
|
|
March 31, |
|
|
2017 |
|
|
2018 |
|
|
RMB |
|
|
RMB |
|
|
|
|
|
GAAP
net loss attributable to ATA Inc. |
(53,693,901 |
) |
|
(38,106,662 |
) |
Share-based compensation expenses |
3,878,061 |
|
|
2,944,854 |
|
Foreign currency exchange loss (gain), net |
(2,949 |
) |
|
33,499 |
|
Non-GAAP net loss attributable to ATA Inc. |
(49,818,789 |
) |
|
(35,128,309 |
) |
|
|
|
|
GAAP losses per common
share attributable to ATA Inc. |
|
|
|
Basic and
diluted |
(1.17 |
) |
|
(0.86 |
) |
|
|
|
|
Non-GAAP losses per
common share attributable to ATA Inc. |
|
|
|
Basic and
diluted |
(1.09 |
) |
|
(0.79 |
) |
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