UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 


 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2019

 

Commission File Number: 001-34541

 

GLOBAL CORD BLOOD CORPORATION
(Translation of registrant’s name into English)

 

48th Floor, Bank of China Tower
1 Garden Road
Central
Hong Kong S.A.R.

(Address of Principal Executive Offices)

 

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

 

Form 20-F x            Form 40-F o

 

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

 

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

 

 

 


 

EXPLANATORY NOTE

 

This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or Global Cord Blood Corporation’s (the “Company”) future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company’s expectations are as of the date of this Report on Form 6-K, and the Company does not intend to update any of the forward-looking statements after the date of this Report on Form 6-K to conform these statements to actual results, unless required by law.

 

The forward-looking statements included in this Report on Form 6-K are subject to risks, uncertainties and assumptions about the Company’s businesses and business environments. These statements reflect the Company’s current views with respect to future events and are not a guarantee of future performance. Actual results of the Company’s operations may differ materially from information contained in the forward-looking statements as a result of risk factors some of which include, among other things: continued compliance with government regulations regarding cord blood banking in the People’s Republic of China, or PRC and any other jurisdiction in which the Company conducts its operations; changing legislation or regulatory environments in the PRC and any other jurisdiction in which the Company conducts its operations; the acceptance by subscribers of the Company’s different pricing and payment options and reaction to the introduction of the Company’s premium-quality pricing strategy; demographic trends in the regions of the PRC in which the Company is the exclusive licensed cord blood banking operator; labor and personnel relations; the existence of a significant shareholder able to influence and direct the corporate policies of the Company; credit risks affecting the Company’s revenue and profitability; changes in the healthcare industry, including those which may result in the use of stem cell therapies becoming redundant or obsolete; the Company’s ability to effectively manage its growth, including maintaining effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; the availability of capital resources, including in the form of capital markets financing opportunities, in light of industry developments affecting issuers that have pursued a “reverse merger” with an operating company based in the PRC, the presence of a new majority shareholder, international pressure on trade and currency against the PRC and its potential impact on the PRC consumer behavior, as well as general economic conditions; and other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission in the United States.

 

2


 

Results of Operations and Financial Condition

 

Following this cover page are the unaudited condensed consolidated financial results for the three months and nine months ended December 31, 2018 of the Company.

 

3


 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31 and December 31, 2018

 

 

 

March 31,

 

December 31,

 

 

 

2018

 

2018

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,250,610

 

4,781,591

 

695,454

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2018: RMB58,227; December 31, 2018: RMB82,197 (US$11,955))

 

107,818

 

96,846

 

14,086

 

Inventories

 

27,718

 

23,039

 

3,351

 

Prepaid expenses and other receivables

 

22,276

 

27,064

 

3,936

 

Total current assets

 

4,408,422

 

4,928,540

 

716,827

 

Property, plant and equipment, net

 

552,960

 

546,839

 

79,534

 

Non-current deposits

 

233,115

 

245,194

 

35,662

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2018: RMB69,713; December 31, 2018: RMB74,677 (US$10,861))

 

101,809

 

101,034

 

14,695

 

Inventories

 

71,758

 

75,695

 

11,009

 

Intangible assets, net

 

102,065

 

98,600

 

14,341

 

Investment in equity securities

 

153,882

 

98,334

 

14,302

 

Other investment

 

189,129

 

189,129

 

27,508

 

Deferred tax assets

 

31,295

 

41,405

 

6,022

 

Total assets

 

5,844,435

 

6,324,770

 

919,900

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

11,372

 

13,379

 

1,946

 

Accrued expenses and other payables

 

73,023

 

84,214

 

12,248

 

Deferred revenue

 

366,373

 

395,069

 

57,460

 

Income tax payable

 

17,407

 

17,909

 

2,605

 

Total current liabilities

 

468,175

 

510,571

 

74,259

 

Non-current deferred revenue

 

1,874,014

 

2,056,445

 

299,098

 

Other non-current liabilities

 

362,876

 

393,726

 

57,265

 

Deferred tax liabilities

 

20,628

 

19,904

 

2,895

 

Total liabilities

 

2,725,693

 

2,980,646

 

433,517

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Shareholders’ equity of Global Cord Blood Corporation

 

 

 

 

 

 

 

Ordinary shares

 

 

 

 

 

 

 

- US$0.0001 par value, 250,000,000 shares authorized, 120,961,641 and 120,824,742 shares issued and outstanding as of March 31, 2018 and 121,687,974 and 121,551,075 shares issued and outstanding as of December 31, 2018

 

83

 

83

 

12

 

Additional paid-in capital

 

2,053,866

 

2,101,582

 

305,662

 

Treasury stock, at cost (March 31 and December 31, 2018: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(409

)

Accumulated other comprehensive losses

 

(54,654

)

(78,665

)

(11,441

)

Retained earnings

 

1,116,873

 

1,316,115

 

191,421

 

Total equity attributable to Global Cord Blood Corporation

 

3,113,353

 

3,336,300

 

485,245

 

Non-controlling interests

 

5,389

 

7,824

 

1,138

 

Total equity

 

3,118,742

 

3,344,124

 

486,383

 

Total liabilities and equity

 

5,844,435

 

6,324,770

 

919,900

 

 

4


 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Nine Months Ended December 31, 2017 and 2018

 

 

 

Three months ended December 31,

 

Nine months ended December 31,

 

 

 

2017

 

2018

 

2017

 

2018

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

244,993

 

254,178

 

36,969

 

703,787

 

735,103

 

106,916

 

Direct costs

 

(46,826

)

(48,231

)

(7,015

)

(137,252

)

(138,652

)

(20,166

)

Gross profit

 

198,167

 

205,947

 

29,954

 

566,535

 

596,451

 

86,750

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(2,930

)

(3,672

)

(534

)

(9,273

)

(10,053

)

(1,462

)

Sales and marketing

 

(59,947

)

(64,858

)

(9,433

)

(159,549

)

(167,761

)

(24,400

)

General and administrative

 

(56,910

)

(44,822

)

(6,519

)

(160,044

)

(125,834

)

(18,302

)

Total operating expenses

 

(119,787

)

(113,352

)

(16,486

)

(328,866

)

(303,648

)

(44,164

)

Operating income

 

78,380

 

92,595

 

13,468

 

237,669

 

292,803

 

42,586

 

Other income/(expenses), net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

5,416

 

7,168

 

1,043

 

16,033

 

19,271

 

2,803

 

Interest expense

 

 

 

 

(3,257

)

 

 

Foreign currency exchange gains/(losses)

 

7

 

(2

)

 

118

 

(77

)

(11

)

Unrealized holding loss for equity securities

 

 

(28,385

)

(4,128

)

 

(68,651

)

(9,985

)

Dividend income

 

634

 

 

 

634

 

976

 

142

 

Others

 

1,405

 

3,799

 

553

 

3,547

 

2,984

 

434

 

Total other income/(expenses), net

 

7,462

 

(17,420

)

(2,532

)

17,075

 

(45,497

)

(6,617

)

Income before income tax

 

85,842

 

75,175

 

10,936

 

254,744

 

247,306

 

35,969

 

Income tax expense

 

(15,639

)

(13,410

)

(1,950

)

(45,885

)

(44,855

)

(6,524

)

Net income

 

70,203

 

61,765

 

8,986

 

208,859

 

202,451

 

29,445

 

Net income attributable to non-controlling interests

 

(349

)

(405

)

(59

)

(2,275

)

(2,435

)

(354

)

Net income attributable to Global Cord Blood Corporation’s shareholders

 

69,854

 

61,360

 

8,927

 

206,584

 

200,016

 

29,091

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.61

 

0.51

 

0.07

 

1.83

 

1.66

 

0.24

 

- Diluted

 

0.61

 

0.51

 

0.07

 

1.83

 

1.65

 

0.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (losses)/income, net of nil income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

- Foreign currency translation adjustments

 

(12,961

)

828

 

120

 

(33,068

)

38,305

 

5,571

 

- Unrealized holding gains/(losses) in available-for-sale equity securities

 

3,383

 

 

 

(27,104

)

 

 

Total other comprehensive (losses)/ income

 

(9,578

)

828

 

120

 

(60,172

)

38,305

 

5,571

 

Comprehensive income

 

60,625

 

62,593

 

9,106

 

148,687

 

240,756

 

35,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(349

)

(405

)

(59

)

(2,275

)

(2,435

)

(354

)

Comprehensive income attributable to Global Cord Blood Corporation’s shareholders

 

60,276

 

62,188

 

9,047

 

146,412

 

238,321

 

34,662

 

 

5


 

Other Events

 

On February 25, 2019, the Company issued a press release announcing unaudited condensed consolidated financial results for the three months and nine months ended December 31, 2018. A copy of the press release is attached as Exhibit 99.1.

 

Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated February 25, 2019

 

6


 

SIGNATURES

 

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

 

 

GLOBAL CORD BLOOD CORPORATION

 

 

 

By:

/s/ Albert Chen

 

Name:

Albert Chen

 

Title:

Chief Financial Officer

 

Dated: February 25, 2019

 

7


Exhibit 99.1

 

 

Global Cord Blood Corporation Reports Financial Results

for the Third Quarter and First Nine Months of Fiscal 2019

 

3Q19 Added 23,663 New Subscribers

Revenues Up 3.7% YoY to RMB254.2 Million ($37.0 Million)

Operating Income Increased to RMB92.6 Million ($13.5 Million)

Conference Call to be Held on February 26, 2019 at 8:00 a.m. ET

 

HONG KONG, China, February 25, 2019 — Global Cord Blood Corporation (NYSE: CO) (“GCBC” or the “Company”), China’s leading provider of cord blood collection, laboratory testing, hematopoietic stem cell processing and stem cell storage services, today announced its unaudited financial results for the third quarter and first nine months of fiscal year 2019 ended December 31, 2018.

 

Third Quarter of Fiscal 2019 Highlights

 

·                  Revenues increased by 3.7% year over year (“YoY”) to RMB254.2 million ($37.0 million).

·                  New subscribers and accumulated subscriber base were 23,663 and 728,2791, respectively.

·                  Gross profit increased by 3.9% YoY to RMB205.9 million ($30.0 million).

·                  Gross margin increased marginally from 80.9% in the prior year period to 81.0%.

·                  Operating income increased by 18.1% YoY to RMB92.6 million ($13.5 million).

·                  Operating income before depreciation and amortization and share-based compensation expenses2 (“non-GAAP operating income”) was down by 4.9% YoY to RMB105.3 million ($15.3 million), in light of higher sales and marketing expenses.

·                  Net income attributable to the Company’s shareholders was RMB61.4 million ($8.9 million) compared to RMB69.9 million in the prior year period, after taking into account the unrealized holding loss of RMB28.4 million ($4.1 million) for equity securities, or more commonly known as mark-to-market loss, following the adoption of a new accounting standard3.

·                  Net cash provided by operating activities for the third quarter of fiscal 2019 was RMB183.7 million ($26.7 million).

 

First Nine Months of Fiscal 2019 Highlights

 

·                  Revenues for the first nine months of fiscal 2019 increased by 4.4% YoY to RMB735.1 million ($106.9 million).

·                  New subscriber sign-ups were 67,172, and accumulated subscriber base expanded to 728,2791.

·                  Gross profit increased by 5.3% YoY to RMB596.5 million ($86.8 million).

·                  Operating income increased by 23.2% YoY to RMB292.8 million ($42.6 million).

·                  Non-GAAP operating income2 increased by 6.5% YoY to RMB332.1 million ($48.3 million).

·                  Net income attributable to the Company’s shareholders was RMB200.0 million ($29.1 million) compared to RMB206.6 million in the prior year period, after taking into account the unrealized holding loss of RMB 68.7 million ($10.0 million).

·                  Net cash provided by operating activities for the first nine months of fiscal 2019 was RMB570.6 million ($83.0 million).

 

During the third quarter, we augmented our sales and marketing efforts as market conditions have shifted to a more cautious consumer spending environment. Consequently, our new subscribers increased by 3.3% from the previous quarter and were in line with our expectations.” said Ms. Ting Zheng, Chairperson and Chief Executive Officer of GCBC. “Although economic and industry uncertainties remain, we are committed to achieving our annual subscriber target for fiscal 2019. To expand revenue sources and enhance our leading position, we will remain flexible and adjust to market conditions as necessary to maximize our financial performance and explore potential development opportunities.”

 


 

 

Summary — Third Quarter and First Nine Months Ended December 31, 2017 and 2018

 

 

 

Three Months Ended December 31,

 

Nine Months Ended December 31,

 

(in thousands)

 

2017

 

2018

 

2017

 

2018

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Revenues

 

244,993

 

254,178

 

36,969

 

703,787

 

735,103

 

106,916

 

Gross Profit

 

198,167

 

205,947

 

29,954

 

566,535

 

596,451

 

86,750

 

Operating Income4

 

78,380

 

92,595

 

13,468

 

237,669

 

292,803

 

42,586

 

Unrealized Holding Loss For Equity Securities3

 

 

(28,385

)

(4,128

)

 

(68,651

)

(9,985

)

Net Income Attributable to the Company’s Shareholders

 

69,854

 

61,360

 

8,927

 

206,584

 

200,016

 

29,091

 

Earnings per Share5 (RMB/US$)

 

 

 

 

 

 

 

 

 

 

 

 

 

– Basic

 

0.61

 

0.51

 

0.07

 

1.83

 

1.66

 

0.24

 

– Diluted

 

0.61

 

0.51

 

0.07

 

1.83

 

1.65

 

0.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues Breakdown (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Processing Fees and Other Services

 

66.7

%

61.9

%

 

 

66.0

%

61.5

%

 

 

Storage Fees

 

33.3

%

38.1

%

 

 

34.0

%

38.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Subscribers (persons)

 

24,229

 

23,663

 

 

 

70,399

 

67,172

 

 

 

Total Accumulated Subscribers (persons)

 

640,311

 

728,279

1

 

 

640,311

 

728,279

1

 

 

 

Summary — Selected Cash Flow Statement Items

 

  

 

Three Months Ended December 31,

 

Nine Months Ended December 31,

 

(in thousands)

 

2017

 

2018

 

2017

 

2018

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Net cash provided by operating activities

 

182,702

 

183,689

 

26,716

 

624,412

 

570,623

 

82,994

 

Net cash used in investing activities

 

(25,342

)

(13,754

)

(2,000

)

(47,359

)

(29,702

)

(4,320

)

Net cash used in financing activities

 

(2,015

)

 

 

(2,015

)

(18,173

)

(2,643

)

 


 

 

Third Quarter of Fiscal 2019 Financial Results

 

REVENUES. Revenues increased by 3.7% YoY to RMB254.2 million ($37.0 million) in the third quarter of fiscal 2019. The increase was mainly driven by the Company’s expanding total subscriber base, which was partially offset by the YoY decrease in new subscribers.

 

Revenues generated from storage fees increased by 18.6% YoY to RMB96.9 million ($14.1 million) in the reporting quarter. The accumulated subscriber base as of December 31, 2018, was 728,2791. Storage fee revenues accounted for 38.1% of total revenues compared to 33.3% in the prior year period.

 

Revenues generated from processing fees and other services in the third quarter was RMB157.3 million ($22.9 million). 23,663 new subscriber sign-ups were recorded during the reporting quarter, down by 2.3% YoY but up by 3.3% quarter over quarter (“QoQ”), in spite of conservative consumer behavior during the reporting quarter. Revenues generated from processing fees accounted for 61.9% of total revenues compared to 66.7% in the prior year period.

 

GROSS PROFIT. Gross profit for the third quarter increased by 3.9% YoY to RMB205.9 million ($30.0 million). Gross margin improved slightly to 81.0% from 80.9% in the prior year period.

 

OPERATING INCOME. Despite higher sales and marketing expenses due to increased efforts to recruit new subscribers, operating income in the third quarter increased by 18.1% YoY to RMB92.6 million ($13.5 million), because of the absence of share-based compensation expense related to the Company’s restricted share units (“RSUs”) scheme. In the prior year period, there was RMB19.8 million in share-based compensation expense whereas no such expense has been recognized since April 1, 2018. Operating margin improved to 36.4%. Depreciation and amortization expenses for the reporting quarter remained at RMB12.7 million ($1.9 million), similar to the prior year period. Accumulatively, non-GAAP operating income2 was RMB105.3 million ($15.3 million), compared to RMB110.8 million in the prior year period.

 

Sales and Marketing Expenses. Sales and marketing expenses for the third quarter increased by 8.2% YoY to RMB64.9 million ($9.4 million) as the Company continued to invest in its sales and marketing capabilities. The Company increased its sales force to more than 750 people, representing an increase in head count of over 20%. Marketing and promotional activities were heavier during the third quarter of fiscal 2019 as the Company hosted and sponsored multiple conferences and exhibitions, promoting industry advancements to potential clients as well as to the broader medical community. Sales and marketing expenses as a percentage of revenues increased moderately to 25.5% from 24.5% of the same quarter last year, remained in check.

 

General and Administrative Expenses. During the reporting quarter, general and administrative expenses decreased by 21.2% YoY to RMB44.8 million ($6.5 million), which was mainly driven by the absence of share-based compensation expense related to the Company’s RSUs scheme. General and administrative expenses as a percentage of revenues declined to 17.6% from 23.2% in the same quarter of the previous year.

 

OTHER INCOME AND EXPENSES.

 

Unrealized holding loss for equity securities. In the reporting period, the Company recognized RMB28.4 million ($4.1 million) unrealized holding loss for equity securities, or more commonly known as mark-to-market loss, as other expenses under the new accounting standard. Such loss was mainly attributable to the investments in Cordlife Group Limited (“CGL”). In the prior year period, unrealized holding gains for equity securities of RMB3.4 million was recorded as other comprehensive loss3.

 

NET INCOME ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS. As the increase in operating income was impaired by the mark-to-market loss, income before income tax for the third quarter decreased by 12.4% YoY to RMB75.2 million ($10.9 million). Income tax expense for the third quarter was down to RMB13.4 million ($2.0 million) from RMB15.6 million in the prior year period. Net income attributable to the Company’s shareholders for the third quarter decreased by 12.2% YoY to RMB61.4 million ($8.9 million). Net margin for the third quarter was 24.1%.

 

EARNINGS PER SHARE5. Basic and diluted earnings per ordinary share for the third quarter of fiscal 2019 were RMB0.51 ($0.07) compared to RMB0.61 in the prior year period. The difference was largely a result of a greater number of shares outstanding compared to the prior year.

 

First Nine Months of Fiscal 2019 Financial Results

 

For the first nine months of fiscal year 2019, total revenues increased by 4.4% YoY to RMB735.1 million ($106.9 million). The increase was mainly attributable to an increase in the Company’s storage fee revenues from its growing accumulated subscriber base. Revenues from storage fees increased by 18.1% YoY to RMB282.7 million ($41.1 million) and revenues from processing fees and other services were down by 2.6% YoY to RMB452.4 million ($65.8 million). Gross profit increased by 5.3% YoY to RMB596.5 million ($86.8 million). Operating income increased by 23.2% YoY to RMB292.8 million ($42.6 million). Non-GAAP operating income2 increased by 6.5% YoY to RMB332.1 million ($48.3 million). Net income attributable to the Company’s shareholders was RMB200.0 million ($29.1 million) compared to RMB206.6 million in the prior year period, after taking into account the unrealized holding loss of RMB68.7 million ($10.0 million) for equity securities following the adoption of a new accounting standard3. Basic and diluted earnings per share5 attributable to ordinary shares were RMB1.66 ($0.24) and RMB1.65 ($0.24), respectively, compared to RMB1.83 in the same period last year. Net cash provided by operating activities in the first nine months of fiscal 2019 was RMB570.6 million ($83.0 million) compared to RMB624.4 million in the prior year period.

 


 

 

Conference Call

 

The Company will host a conference call at 8:00 a.m. ET on Tuesday, February 26, 2019, to discuss its financial performance and give a brief overview of the Company’s recent developments, followed by a question and answer session. Interested parties can access the audio webcast through the Company’s IR website at http://ir.globalcordbloodcorp.com. A replay of the webcast will be accessible two hours after the conference call and available for seven days at the same URL above. Listeners can also access the call by dialing 1-646-722-4977 or 1-855-824-5644 for US callers, or +852-3027-6500 for Hong Kong callers, access code: 70721948#.

 


1 During the three and nine months ended December 31, 2018, 23,663 and 67,172 new subscribers were recruited, respectively. The Company reclassified 74 and 511 private cord blood units as donated cord blood units during the three months and nine months ended December 31, 2018 after the Company determined that the recoverability of these prior private cord blood banking subscribers was remote. Therefore, the Company terminated their subscription services according to the subscription contracts and these units are being treated as if they were donated cord blood units and will be part of the Company’s non-current inventories. Hence, the net accumulated subscriber base was 728,279 as of December 31, 2018.

 

2 See exhibit 3 of this press release for a reconciliation of non-GAAP operating income to exclude the non-cash items related to the depreciation and amortization and share-based compensation expenses to the comparable financial measure prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

 

3 Unrealized holding loss for equity securities was recognized as other expenses instead of other comprehensive losses as practiced previously because of the adoption of Accounting Standards Update No. 2016-01 from April 1, 2018. During the three months ended December 31, 2017 and 2018, unrealized holding loss for equity securities was RMB3.4 million and RMB28.4 million ($4.1 million), respectively.

 

4 The reported operating income for the three months and nine months ended December 31, 2017 and 2018 included the following:

 

(i)             Depreciation and amortization expenses for the three months ended December 31, 2017 and 2018 were RMB12.7 million and RMB12.7 million ($1.9 million). Depreciation and amortization expenses for the nine months ended December 31, 2017 and 2018 were RMB37.8 million and RMB39.3 million ($5.7 million); and

(ii)          For the three and nine months ended December 31, 2017, share-based compensation expenses related to the Company’s RSUs scheme were RMB19.8 million and RMB36.4 million, respectively, whereas no such expense or reversal was recorded in the current quarter since the RSUs were fully vested in the quarter ended March 31, 2018.

 

5 Taking into account the 7,080,000 shares (related to the RSU scheme) issued and deposited to a trust sponsored and funded by the Company, in addition to 113,524,742 outstanding shares for the three months and nine months ended December 31, 2017, basic and diluted earnings per ordinary share would be RMB0.58 and RMB1.73 for the three and nine months ended December 31, 2017. During the quarter ended September 30, 2018, 726,333 scrip dividend shares were issued. Therefore, 121,687,974 and 121,551,075 shares were issued and outstanding as of December 31, 2018.

 


 

 

Use of Non-GAAP Financial Measures

 

GAAP results for the three and nine months ended December 31, 2018, include non-cash items related to the depreciation and amortization and share-based compensation expenses. To supplement the Company’s unaudited condensed consolidated financial statements presented on a U.S. GAAP basis, the Company has provided adjusted financial information excluding the impact of these items in this press release. The non-GAAP financial measure represents non-GAAP operating income. Such adjustment is a departure of U.S. GAAP; however, the Company’s management believes that these adjusted measures provide investors with a better understanding of how the results relate to the Company’s historical performance. Also, management uses non-GAAP operating income as a measurement tool for evaluating actual operating performance compared to budget and prior periods. These adjusted measures should not be considered an alternative to operating income, or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. These measures are not necessarily comparable to a similarly titled measure of another company. A reconciliation of the adjustments to U.S. GAAP results appears in exhibit 3 accompanying this press release. This additional adjusted information is not meant to be considered in isolation or as a substitute for U.S. GAAP financials. The adjusted financial information that the Company provides also may differ from the adjusted information provided by other companies.

 

About Global Cord Blood Corporation

 

Global Cord Blood Corporation is the first and largest umbilical cord blood banking operator in China in terms of geographical coverage and the only cord blood banking operator with multiple licenses.  Under current PRC government regulations, only one licensed cord blood banking operator is permitted to operate in each licensed region and no new licenses will be granted before 2020 in addition to the seven licenses authorized as of today.  Global Cord Blood Corporation provides cord blood collection, laboratory testing, hematopoietic stem cell processing, and stem cell storage services.  For more information, please visit our website at http://www.globalcordbloodcorp.com.

 


 

 

Safe Harbor Statement

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The information in this press release is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this press release is issued, and the Company does not intend to update any of the forward-looking statements after the date this press release is issued to conform these statements to actual results, unless required by law.

 

The forward-looking statements included in this press release are subject to risks, uncertainties and assumptions about the Company’s businesses and business environments. These statements reflect the Company’s current views with respect to future events and are not a guarantee of future performance. Actual results of the Company’s operations may differ materially from information contained in the forward-looking statements as a result of risk factors some of which include, among other things: continued compliance with government regulations regarding cord blood banking in the People’s Republic of China, or PRC and any other jurisdiction in which the Company conducts its operations; changing legislation or regulatory environments in the PRC and any other jurisdiction in which the Company conducts its operations; the acceptance by subscribers of the Company’s different pricing and payment options and reaction to the introduction of the Company’s premium-quality pricing strategy; demographic trends in the regions of the PRC in which the Company is the exclusive licensed cord blood banking operator; labor and personnel relations; the existence of a significant shareholder able to influence and direct the corporate policies of the Company; credit risks affecting the Company’s revenue and profitability; changes in the healthcare industry, including those which may result in the use of stem cell therapies becoming redundant or obsolete; the Company’s ability to effectively manage its growth, including maintaining effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; the availability of capital resources, including in the form of capital markets financing opportunities, in light of industry developments affecting issuers that have pursued a “reverse merger” with an operating company based in China, the presence of a new majority shareholder, international pressure on trade and currency against the PRC and its potential impact on the PRC consumer behavior, as well as general economic conditions; and other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission in the United States.

 

This announcement contains translations of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars as of and for the periods ended December 31, 2018 were made at the noon buying rate of RMB6.8755 to $1.00 on December 31, 2018 in the City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. Global Cord Blood Corporation makes no representation that the Renminbi or U.S. dollar amounts referred to in this press release could have been or could be converted into U.S. dollars or Renminbi, at any particular rate or at all.

 

For more information, please contact:

 

Global Cord Blood Corporation

Investor Relations Department

Tel: (+852) 3605-8180

Email: ir@globalcordbloodcorp.com

 

ICR, Inc.

William Zima

Tel: (+86) 10-6583-7511

U.S. Tel: (646) 405-5185

Email: William.zima@icrinc.com

 


 

 

EXHIBIT 1

 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, and December 31, 2018

 

 

 

March 31,

 

December 31,

 

 

 

2018

 

2018

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,250,610

 

4,781,591

 

695,454

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2018: RMB58,227; December 31, 2018: RMB82,197 (US$11,955))

 

107,818

 

96,846

 

14,086

 

Inventories

 

27,718

 

23,039

 

3,351

 

Prepaid expenses and other receivables

 

22,276

 

27,064

 

3,936

 

Total current assets

 

4,408,422

 

4,928,540

 

716,827

 

Property, plant and equipment, net

 

552,960

 

546,839

 

79,534

 

Non-current deposits

 

233,115

 

245,194

 

35,662

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2018: RMB69,713; December 31, 2018: RMB74,677 (US$10,861))

 

101,809

 

101,034

 

14,695

 

Inventories

 

71,758

 

75,695

 

11,009

 

Intangible assets, net

 

102,065

 

98,600

 

14,341

 

Investment in equity securities

 

153,882

 

98,334

 

14,302

 

Other investment

 

189,129

 

189,129

 

27,508

 

Deferred tax assets

 

31,295

 

41,405

 

6,022

 

Total assets

 

5,844,435

 

6,324,770

 

919,900

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

11,372

 

13,379

 

1,946

 

Accrued expenses and other payables

 

73,023

 

84,214

 

12,248

 

Deferred revenue

 

366,373

 

395,069

 

57,460

 

Income tax payable

 

17,407

 

17,909

 

2,605

 

Total current liabilities

 

468,175

 

510,571

 

74,259

 

Non-current deferred revenue

 

1,874,014

 

2,056,445

 

299,098

 

Other non-current liabilities

 

362,876

 

393,726

 

57,265

 

Deferred tax liabilities

 

20,628

 

19,904

 

2,895

 

Total liabilities

 

2,725,693

 

2,980,646

 

433,517

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Shareholders’ equity of Global Cord Blood Corporation

 

 

 

 

 

 

 

Ordinary shares

 

 

 

 

 

 

 

- US$0.0001 par value, 250,000,000 shares authorized, 120,961,641 and 120,824,742 shares issued and outstanding as of March 31, 2018 and 121,687,974 and 121,551,075 shares issued and outstanding as of December 31, 2018

 

83

 

83

 

12

 

Additional paid-in capital

 

2,053,866

 

2,101,582

 

305,662

 

Treasury stock, at cost (March 31 and December 31, 2018: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(409

)

Accumulated other comprehensive losses

 

(54,654

)

(78,665

)

(11,441

)

Retained earnings

 

1,116,873

 

1,316,115

 

191,421

 

Total equity attributable to Global Cord Blood Corporation

 

3,113,353

 

3,336,300

 

485,245

 

Non-controlling interests

 

5,389

 

7,824

 

1,138

 

Total equity

 

3,118,742

 

3,344,124

 

486,383

 

Total liabilities and equity

 

5,844,435

 

6,324,770

 

919,900

 

 


 

 

EXHIBIT 2

 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Nine Months Ended December 31, 2017 and 2018

 

 

 

Three months ended December 31,

 

Nine months ended December 31,

 

 

 

2017

 

2018

 

2017

 

2018

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

244,993

 

254,178

 

36,969

 

703,787

 

735,103

 

106,916

 

Direct costs

 

(46,826

)

(48,231

)

(7,015

)

(137,252

)

(138,652

)

(20,166

)

Gross profit

 

198,167

 

205,947

 

29,954

 

566,535

 

596,451

 

86,750

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(2,930

)

(3,672

)

(534

)

(9,273

)

(10,053

)

(1,462

)

Sales and marketing

 

(59,947

)

(64,858

)

(9,433

)

(159,549

)

(167,761

)

(24,400

)

General and administrative

 

(56,910

)

(44,822

)

(6,519

)

(160,044

)

(125,834

)

(18,302

)

Total operating expenses

 

(119,787

)

(113,352

)

(16,486

)

(328,866

)

(303,648

)

(44,164

)

Operating income

 

78,380

 

92,595

 

13,468

 

237,669

 

292,803

 

42,586

 

Other income/(expenses), net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

5,416

 

7,168

 

1,043

 

16,033

 

19,271

 

2,803

 

Interest expense

 

 

 

 

(3,257

)

 

 

Foreign currency exchange gains/(losses)

 

7

 

(2

)

 

118

 

(77

)

(11

)

Unrealized holding loss for equity securities

 

 

(28,385

)

(4,128

)

 

(68,651

)

(9,985

)

Dividend income

 

634

 

 

 

634

 

976

 

142

 

Others

 

1,405

 

3,799

 

553

 

3,547

 

2,984

 

434

 

Total other income/(expenses), net

 

7,462

 

(17,420

)

(2,532

)

17,075

 

(45,497

)

(6,617

)

Income before income tax

 

85,842

 

75,175

 

10,936

 

254,744

 

247,306

 

35,969

 

Income tax expense

 

(15,639

)

(13,410

)

(1,950

)

(45,885

)

(44,855

)

(6,524

)

Net income

 

70,203

 

61,765

 

8,986

 

208,859

 

202,451

 

29,445

 

Net income attributable to non-controlling interests

 

(349

)

(405

)

(59

)

(2,275

)

(2,435

)

(354

)

Net income attributable to Global Cord Blood Corporation’s shareholders

 

69,854

 

61,360

 

8,927

 

206,584

 

200,016

 

29,091

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.61

 

0.51

 

0.07

 

1.83

 

1.66

 

0.24

 

- Diluted

 

0.61

 

0.51

 

0.07

 

1.83

 

1.65

 

0.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (losses)/income, net of nil income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

- Foreign currency translation adjustments

 

(12,961

)

828

 

120

 

(33,068

)

38,305

 

5,571

 

- Unrealized holding losses in available-for-sale equity securities

 

3,383

 

 

 

(27,104

)

 

 

Total other comprehensive (losses)/income

 

(9,578

)

828

 

120

 

(60,172

)

38,305

 

5,571

 

Comprehensive income

 

60,625

 

62,593

 

9,106

 

148,687

 

240,756

 

35,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(349

)

(405

)

(59

)

(2,275

)

(2,435

)

(354

)

Comprehensive income attributable to Global Cord Blood Corporation’s shareholders

 

60,276

 

62,188

 

9,047

 

146,412

 

238,321

 

34,662

 

 


 

 

EXHIBIT 3

 

GLOBAL CORD BLOOD CORPORATION

RECONCILIATION OF NON-GAAP OPERATING INCOME

For the Three Months and Nine Months Ended December 31, 2017 and 2018

 

 

 

Three months ended
December 31,

 

Nine months ended
December 31,

 

 

 

2017

 

2018

 

2017

 

2018

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP amount of operating income

 

78,380

 

92,595

 

13,468

 

237,669

 

292,803

 

42,586

 

Depreciation and amortization expenses6

 

12,660

 

12,737

 

1,853

 

37,766

 

39,274

 

5,712

 

Share-based compensation expense7

 

19,757

 

 

 

36,379

 

 

 

Non-GAAP operating income

 

110,797

 

105,332

 

15,321

 

311,814

 

332,077

 

48,298

 

 


6 Depreciation and amortization expenses relate to property, plant and equipment and intangible assets, respectively.

 

7 Share-based compensation expense relates to the Company’s RSU scheme of which the shares have been fully vested in the quarter ended March 31, 2018, accordingly there will be no share-based compensation expense relating to those RSUs amortized in future periods.