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 June 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; the non-binding proposal letter from Cordlife Group Limited 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 year ended March 31, 2019 of the Company.

 

3


 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, 2018 and 2019

 

 

 

March 31,

 

March 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,250,610

 

4,997,861

 

744,706

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2018: RMB58,227; March 31, 2019: RMB89,634 (US$13,356))

 

107,818

 

96,923

 

14,442

 

Inventories

 

27,718

 

27,612

 

4,114

 

Prepaid expenses and other receivables

 

22,276

 

25,532

 

3,805

 

Total current assets

 

4,408,422

 

5,147,928

 

767,067

 

Property, plant and equipment, net

 

552,960

 

545,340

 

81,258

 

Non-current deposits

 

233,115

 

236,719

 

35,272

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2018: RMB69,713; March 31, 2019: RMB74,800 (US$11,146))

 

101,809

 

104,857

 

15,624

 

Inventories

 

71,758

 

77,194

 

11,502

 

Intangible assets, net

 

102,065

 

97,444

 

14,520

 

Investment in equity securities

 

153,882

 

107,362

 

15,997

 

Other investment

 

189,129

 

189,129

 

28,181

 

Deferred tax assets

 

31,295

 

44,981

 

6,702

 

Total assets

 

5,844,435

 

6,550,954

 

976,123

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

11,372

 

33,566

 

5,001

 

Accrued expenses and other payables

 

73,023

 

79,977

 

11,918

 

Deferred revenue

 

366,373

 

461,986

 

68,838

 

Income tax payable

 

17,407

 

20,113

 

2,997

 

Total current liabilities

 

468,175

 

595,642

 

88,754

 

Non-current deferred revenue

 

1,874,014

 

2,108,442

 

314,168

 

Other non-current liabilities

 

362,876

 

404,482

 

60,270

 

Deferred tax liabilities

 

20,628

 

19,626

 

2,924

 

Total liabilities

 

2,725,693

 

3,128,192

 

466,116

 

 

 

 

 

 

 

 

 

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 March 31, 2019

 

83

 

83

 

12

 

Additional paid-in capital

 

2,053,866

 

2,101,582

 

313,145

 

Treasury stock, at cost (March 31, 2018 and 2019: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(419

)

Accumulated other comprehensive losses

 

(54,654

)

(88,738

)

(13,223

)

Retained earnings

 

1,116,873

 

1,407,223

 

209,683

 

Total equity attributable to Global Cord Blood Corporation

 

3,113,353

 

3,417,335

 

509,198

 

Non-controlling interests

 

5,389

 

5,427

 

809

 

Total equity

 

3,118,742

 

3,422,762

 

510,007

 

Total liabilities and equity

 

5,844,435

 

6,550,954

 

976,123

 

 

4


 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Year ended March 31, 2018 and 2019

 

 

 

Three months ended March 31,

 

Year ended March 31,

 

 

 

2018

 

2019

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

Revenues

 

232,981

 

251,651

 

37,497

 

936,768

 

986,754

 

147,031

 

Direct costs

 

(44,231

)

(47,375

)

(7,059

)

(181,483

)

(186,027

)

(27,719

)

Gross profit

 

188,750

 

204,276

 

30,438

 

755,285

 

800,727

 

119,312

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(3,445

)

(4,635

)

(691

)

(12,718

)

(14,688

)

(2,189

)

Sales and marketing

 

(59,653

)

(67,301

)

(10,028

)

(219,202

)

(235,062

)

(35,025

)

General and administrative

 

(83,458

)

(43,486

)

(6,480

)

(243,502

)

(169,320

)

(25,229

)

Total operating expenses

 

(146,556

)

(115,422

)

(17,199

)

(475,422

)

(419,070

)

(62,443

)

Operating income

 

42,194

 

88,854

 

13,239

 

279,863

 

381,657

 

56,869

 

Other income/(expenses), net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

5,903

 

6,049

 

901

 

21,936

 

25,320

 

3,773

 

Interest expense

 

 

 

 

(3,257

)

 

 

Foreign currency exchange gains/(losses)

 

15

 

15

 

2

 

133

 

(62

)

(9

)

Change in fair value of equity securities

 

 

11,526

 

1,717

 

 

(57,125

)

(8,512

)

Dividend income

 

 

 

 

634

 

976

 

145

 

Others

 

679

 

2,711

 

404

 

4,226

 

5,695

 

849

 

Total other income/(expenses), net

 

6,597

 

20,301

 

3,024

 

23,672

 

(25,196

)

(3,754

)

Income before income tax

 

48,791

 

109,155

 

16,263

 

303,535

 

356,461

 

53,115

 

Income tax expense

 

(16,771

)

(16,405

)

(2,444

)

(62,656

)

(61,260

)

(9,128

)

Net income

 

32,020

 

92,750

 

13,819

 

240,879

 

295,201

 

43,987

 

Net income attributable to non-controlling interests

 

(1,506

)

(1,642

)

(245

)

(3,781

)

(4,077

)

(607

)

Net income attributable to Global Cord Blood Corporation’s shareholders

 

30,514

 

91,108

 

13,574

 

237,098

 

291,124

 

43,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.27

 

0.74

 

0.11

 

2.10

 

2.40

 

0.36

 

- Diluted

 

0.25

 

0.74

 

0.11

 

1.99

 

2.40

 

0.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

- Foreign currency translation adjustments

 

(16,562

)

(10,073

)

(1,501

)

(49,630

)

28,232

 

4,207

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(2,515

)

 

 

(29,619

)

 

 

- Reclassification adjustment for losses included in net income

 

167

 

 

 

167

 

 

 

Total other comprehensive (losses)/ income

 

(18,910

)

(10,073

)

(1,501

)

(79,082

)

28,232

 

4,207

 

Comprehensive income

 

13,110

 

82,677

 

12,318

 

161,797

 

323,433

 

48,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(1,506

)

(1,642

)

(245

)

(3,781

)

(4,077

)

(607

)

Comprehensive income attributable to Global Cord Blood Corporation’s shareholders

 

11,604

 

81,035

 

12,073

 

158,016

 

319,356

 

47,587

 

 

5


 

Other Events

 

On June 18, 2019, the Company issued a press release announcing unaudited condensed consolidated financial results for the three months and year ended March 31, 2019. A copy of the press release is attached as Exhibit 99.1.

 

Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated June 18, 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: June 18, 2019

 

 

 

7


Exhibit 99.1

 

 

Global Cord Blood Corporation Reports Financial Results

for the Fourth Quarter and Full Year of Fiscal 2019

 

Added 22,194 New Subscribers in 4Q19

4Q19 Revenues Increased by 8.0% YoY to RMB251.7 Million ($37.5 Million)

4Q19 Operating Income Increased to RMB88.9 Million ($13.2 Million)

Conference Call to be Held on June 19, 2019 at 8:00 a.m. ET

 

HONG KONG, China, June 18, 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 fourth quarter and full year of fiscal year 2019 ended March 31, 2019.

 

Fourth Quarter of Fiscal 2019 Highlights

 

·                  Fourth quarter revenues increased by 8.0% year over year (“YoY”) to RMB251.7 million ($37.5 million).

·                  New subscribers were 22,194, and the accumulated subscriber base expanded to 750,2731.

·                  Gross profit increased by 8.2% YoY to RMB204.3 million ($30.4 million). Gross margin increased slightly to 81.2% from 81.0% in the prior year period.

·                  Operating income increased to RMB88.9 million ($13.2 million) due to the absence of share-based compensation expense; all outstanding restricted share units (“RSUs”) were fully vested during the quarter ended March 31, 2018.

·                  Operating income before depreciation and amortization and share-based compensation expense (“non-GAAP operating income”) 2 amounted to RMB101.9 million ($15.2 million).

·                  Net income attributable to the Company’s shareholders increased to RMB91.1 million ($13.6 million) due to improved operating income and an increase in fair value of equity securities3 (“mark-to-market gains”) of RMB11.5 million ($1.7 million) in the fourth quarter.

·                  Net cash provided by operating activities improved by 14.0% to RMB221.5 million ($33.0 million).

 

Full Year Fiscal 2019 Highlights

 

·                  Revenues increased by 5.3% YoY to RMB986.8 million ($147.0 million).

·                  New subscriber sign-ups reached 89,366 and the accumulated subscriber base expanded to 750,2731.

·                  Gross profit increased by 6.0% YoY to RMB800.7 million ($119.3 million).

·                  Operating income increased by 36.4% to RMB381.7 million ($56.9 million).

·                  Non-GAAP operating income2 improved by 4.7% to RMB434.0 million ($64.7 million).

·                  Net income attributable to the Company’s shareholders increased by 22.8% YoY to RMB291.1 million ($43.4 million).

·                  Net cash provided by operating activities was RMB792.1 million ($118.0 million).

 

“During fiscal 2019, the total newborn number in China and in the markets we operate decreased. Despite the market condition, we managed to recruit over 89,000 new subscribers, hitting the upper bound of our fiscal 2019 target. The management team is glad with our achievements,” said Ms. Ting Zheng, Chairperson and Chief Executive Officer of GCBC.

 

“We expect volume contributions from our three markets to remain in their respective trends, and we maintain caution regarding near-term volumes. We believe that our new pricing will absorb some rising cost pressures and bridge the revenue gap while better reflecting the Company’s market position. As we continue to re-examine our capital on hand, business position, core competencies, and strategy, we also remain alert to the possible changes ahead together with available opportunities. With the solid foundation set forth by our PRC cord blood banking business, we continue our commitment towards enhancing service quality, customer experience, and taking a pro-active approach to expand our business scope and service offerings in order to take the Company to the next phase,” Ms. Zheng concluded.

 


 

Summary — Fourth Quarter and Full Year Ended March 31, 2018 and 2019

 

 

 

Three Months Ended March 31,

 

Year Ended March 31,

 

(In thousands)

 

2018

 

2019

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Revenues

 

232,981

 

251,651

 

37,497

 

936,768

 

986,754

 

147,031

 

Gross Profit

 

188,750

 

204,276

 

30,438

 

755,285

 

800,727

 

119,312

 

Operating Income4

 

42,194

 

88,854

 

13,239

 

279,863

 

381,657

 

56,869

 

Change in Fair Value of Equity Securities3

 

 

11,526

 

1,717

 

 

(57,125

)

(8,512

)

Net Income Attributable to the Company’s Shareholders

 

30,514

 

91,108

 

13,574

 

237,098

 

291,124

 

43,380

 

Earnings per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

– Basic (RMB/US$)

 

0.27

 

0.74

 

0.11

 

2.10

 

2.40

 

0.36

 

– Diluted (RMB/US$)

 

0.25

 

0.74

 

0.11

 

1.99

 

2.40

 

0.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues Breakdown (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Processing Fees and Other Services

 

63.2

%

59.1

%

 

 

65.3

%

60.9

%

 

 

Storage Fees

 

36.8

%

40.9

%

 

 

34.7

%

39.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Subscribers (persons)

 

21,390

 

22,194

 

 

 

91,789

 

89,366

 

 

 

Total Accumulated Subscribers (persons)

 

661,618

 

750,273

1

 

 

661,618

 

750,273

1

 

 

 

Summary — Selected Cash Flow Statement Items

 

 

 

Three Months Ended March 31,

 

Year Ended March 31,

 

(In thousands)

 

2018

 

2019

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Net cash provided by operating activities

 

194,350

 

221,495

 

33,005

 

818,762

 

792,118

 

118,031

 

Net cash used in investing activities

 

(19,118

)

(508

)

(76

)

(66,477

)

(30,210

)

(4,502

)

Net cash used in financing activities

 

 

(3,019

)

(450

)

(2,015

)

(21,192

)

(3,158

)

 


 

Fourth Quarter of Fiscal 2019 Financial Results

 

REVENUES. Revenues in the fourth quarter of fiscal 2019 increased by 8.0% YoY to RMB251.7 million ($37.5 million). The growth was mainly driven by the expansion of the subscriber base.

 

The Company’s accumulated subscriber base reached 750,2731 by the end of March 2019, and revenues generated from storage fees increased by 20.0% YoY to RMB103.0 million ($15.3 million). Storage fees accounted for 40.9% of the total revenues, up from 36.8% in the prior year period.

 

During the reporting quarter, we recorded 22,194 new subscribers. Revenues generated from processing fees and other services in the fourth quarter increased to RMB148.7 million ($22.2 million) from RMB147.2 million in the prior year period. As a percentage of revenues, revenues generated from processing fees accounted for 59.1% compared to 63.2 % in the prior year period.

 

GROSS PROFIT. Gross profit for the fourth quarter of fiscal 2019 increased by 8.2% YoY to RMB204.3 million ($30.4 million). A better revenue mix was partially offset by noticeable increases in raw material and labor costs, resulting in gross margin slightly increasing to 81.2% during the quarter from 81.0% in the prior year period.

 

OPERATING INCOME and NON-GAAP OPEARTING INCOME2. Fourth quarter operating income increased significantly to RMB88.9 million ($13.2 million) from RMB42.2 million in the prior year period. Despite higher sales and marketing expenses, operating income improved due to the absence of share-based compensation expenses related to the Company’s RSUs scheme, of which the shares were fully vested in the prior year period. Depreciation and amortization expenses for the reporting quarter was RMB13.1 million ($2.0 million) compared to RMB12.8 million in prior year period. Fourth quarter non-GAAP operating income2 was RMB101.9 million ($15.2 million) compared to RMB102.9 million in the prior year period. Non-GAAP operating margin was 40.5% compared to 44.2% in the same period of last year.

 

Sales and Marketing Expenses. Although no share-based compensation expense was recorded in the fourth quarter, sales and marketing expenses for the fourth quarter was up 12.8% YoY to RMB67.3 million ($10.0 million). Both higher staff renumeration expenses and increased promotional activities contributed to the increase in sales and marketing expenses. While the decline in newborn numbers within the addressable markets was unfavorable, the Company believes it was necessary and remains devoted to raising public awareness and driving public interest towards the potential medical benefits of umbilical cord blood banking. As a percentage of revenues, sales and marketing expenses increased moderately from 25.6% in the prior year period to 26.7% in the reporting period.

 

General and Administrative Expenses. General and administrative expenses for the fourth quarter dropped to RMB43.5 million ($6.5 million) from RMB83.5 million in the prior year period. Such decrease was mainly due to the absence of share-based compensation expense related to the vesting of all outstanding RSUs. On a quarter over quarter basis, general administrative expense edged down 3% as the Company continued to closely monitor its administrative cost structure.

 

OTHER INCOME AND EXPENSES.

 

Change in Fair Value of Equity Securities. In the reporting quarter, the Company recognized an increase in fair value of equity securities, or “mark-to-market gains”, of RMB11.5 million ($1.7 million) as other income under the new accounting standard3. Such increase was mainly attributable to the investments in Cordlife Group Limited (“Cordlife”).

 

NET INCOME ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS. As a result of the increase in operating income as well as the recognition of an increase in fair value of equity securities through net income, net income attributable to the Company’s shareholders for the reporting period nearly tripled to RMB91.1 million ($13.6 million) from RMB30.5 million in the prior year period. Net margin for the fourth quarter of fiscal 2019 improved to 36.2% from 13.1% in the prior year period.

 

EARNINGS PER SHARE. Basic and diluted earnings per ordinary share for the fourth quarter of fiscal 2019 improved to RMB0.74 ($0.11).

 


 

Full Year Fiscal 2019 Financial Results

 

For the full year fiscal 2019, total revenues increased by 5.3% YoY to RMB986.8 million ($147.0 million). The increase was mainly attributable to the growth in storage fee revenues as the Company’s enlarged subscriber base reached 750,2731 as of March 31, 2019. Gross profit increased by 6.0% YoY to RMB800.7 million ($119.3 million). Operating income increased by 36.4% YoY to RMB381.7 million ($56.9 million), mainly due to the absence of share-based compensation expense. Non-GAAP operating income2 improved by 4.7% YoY to RMB434.0 million ($64.7 million). Decrease in fair value of equity securities during fiscal 2019 was RMB57.1 million ($8.5 million) and was recorded as other expense following the adoption of a new accounting standard3, whereas RMB29.6 million of such decrease was recorded as other comprehensive losses in the previous fiscal year. Net income attributable to the Company’s shareholders increased by 22.8% to RMB291.1 million ($43.4 million), resulting from increased operating income, which was partially offset by the decrease in fair value of equity securities. Basic and diluted earnings per ordinary share were RMB2.40 ($0.36). Net cash provided by operating activities in the full year of fiscal 2019 was RMB792.1 million ($118.0 million) compared to RMB818.8 million in the prior year period.

 

Recent Developments

 

·                  On June 4, 2019, the board of directors of the Company (the “Board”) received a non-binding proposal letter from Cordlife, a company listed on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX”), pursuant to which Cordlife proposes to combine the businesses of Cordlife and the Company, by way of a statutory merger. According to the letter, Cordlife would issue approximately 2,497.9 million ordinary shares at an issue price of SGD0.5 per ordinary share in exchange for all of the outstanding ordinary shares of the Company at $7.50 per ordinary share. Upon completion of the proposed transaction, the Company’s ordinary shares will be delisted from the New York Stock Exchange and the Cordlife ordinary shares will continue to trade on SGX.

 

·                  On June 5, 2019, the Board formed a special committee of independent directors (the “Special Committee”) who are not affiliated with Cordlife to evaluate such proposal. The Special Committee intends to retain advisors, including an independent financial advisor and U.S. and Cayman Islands legal counsels, to assist it in its work.

 

·                  The Company cautions its shareholders and others considering trading its ordinary shares that no decisions have been made with respect to the Company’s response to the proposed transaction. The proposed transaction is still subject to various conditions, including but not limited to, completion of due diligence, parties entering into definitive agreement, and/or each of Cordlife and the Company obtaining its relevant regulatory and shareholders approval. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

 


1 During the three months and year ended March 31, 2019, 22,194 and 89,366 new subscribers were recruited, respectively. The Company reclassified 200 and 711 private cord blood units as donated cord blood units during the three months and year ended March 31, 2019, respectively, 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 750,273 as of March 31, 2019.

 

2 See exhibit 3 to 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 expense to the comparable financial measure prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The share-based compensation expense for the three months and year ended March 31, 2019 was nil.

 

3 Change in fair value of equity securities was recognized as other income/expenses instead of other comprehensive income/losses as practiced previously because of the adoption of Accounting Standards Update No. 2016-01 from April 1, 2018. During the three months ended March 31, 2018 and 2019, there were a decrease in fair value of RMB2.5 million and an increase of fair value of RMB11.5 million ($1.7 million) of equity securities, respectively. During the years ended March 31, 2018 and 2019, there were a decrease in fair value of equity securities of RMB29.6 million and RMB57.1 million ($8.5 million), respectively.

 

4 The reported operating income for the three months and years ended March 31, 2018 and 2019 included the following:

 

(i)             Depreciation and amortization expenses for the three months ended March 31, 2018 and 2019 were RMB12.8 million and RMB13.1 million ($2.0 million). Depreciation and amortization expenses for the years ended March 31, 2018 and 2019 were RMB50.6 million and RMB52.4 million ($7.8 million); and

(ii)          For the three months and year ended March 31, 2018, share-based compensation expenses related to the Company’s RSUs scheme were RMB47.9 million and RMB84.3 million, respectively, whereas no such expense was recorded in the current quarter and current year since all outstanding RSUs were fully vested in the quarter ended March 31, 2018.

 


 

Conference Call

 

The Company will host a conference call at 8:00 a.m. ET on Wednesday, June 19, 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 link 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: 72488018#.

 

Use of Non-GAAP Financial Measures

 

GAAP results for the three months and year ended March 31, 2019 include non-cash items related to depreciation and amortization 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 from 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.

 

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; the non-binding proposal letter from Cordlife 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 March 31, 2019 were made at the noon buying rate of RMB6.7112 to $1.00 on March 29, 2019 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.

Mr. 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, 2018 and 2019

 

 

 

March 31,

 

March 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,250,610

 

4,997,861

 

744,706

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2018: RMB58,227; March 31, 2019: RMB89,634 (US$13,356))

 

107,818

 

96,923

 

14,442

 

Inventories

 

27,718

 

27,612

 

4,114

 

Prepaid expenses and other receivables

 

22,276

 

25,532

 

3,805

 

Total current assets

 

4,408,422

 

5,147,928

 

767,067

 

Property, plant and equipment, net

 

552,960

 

545,340

 

81,258

 

Non-current deposits

 

233,115

 

236,719

 

35,272

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2018: RMB69,713; March 31, 2019: RMB74,800 (US$11,146))

 

101,809

 

104,857

 

15,624

 

Inventories

 

71,758

 

77,194

 

11,502

 

Intangible assets, net

 

102,065

 

97,444

 

14,520

 

Investment in equity securities

 

153,882

 

107,362

 

15,997

 

Other investment

 

189,129

 

189,129

 

28,181

 

Deferred tax assets

 

31,295

 

44,981

 

6,702

 

Total assets

 

5,844,435

 

6,550,954

 

976,123

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

11,372

 

33,566

 

5,001

 

Accrued expenses and other payables

 

73,023

 

79,977

 

11,918

 

Deferred revenue

 

366,373

 

461,986

 

68,838

 

Income tax payable

 

17,407

 

20,113

 

2,997

 

Total current liabilities

 

468,175

 

595,642

 

88,754

 

Non-current deferred revenue

 

1,874,014

 

2,108,442

 

314,168

 

Other non-current liabilities

 

362,876

 

404,482

 

60,270

 

Deferred tax liabilities

 

20,628

 

19,626

 

2,924

 

Total liabilities

 

2,725,693

 

3,128,192

 

466,116

 

 

 

 

 

 

 

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 March 31, 2019

 

83

 

83

 

12

 

Additional paid-in capital

 

2,053,866

 

2,101,582

 

313,145

 

Treasury stock, at cost (March 31, 2018 and 2019: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(419

)

Accumulated other comprehensive losses

 

(54,654

)

(88,738

)

(13,223

)

Retained earnings

 

1,116,873

 

1,407,223

 

209,683

 

Total equity attributable to Global Cord Blood Corporation

 

3,113,353

 

3,417,335

 

509,198

 

Non-controlling interests

 

5,389

 

5,427

 

809

 

Total equity

 

3,118,742

 

3,422,762

 

510,007

 

Total liabilities and equity

 

5,844,435

 

6,550,954

 

976,123

 

 


 

EXHIBIT 2

 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Year ended March 31, 2018 and 2019

 

 

 

Three months ended March 31,

 

Year ended March 31,

 

 

 

2018

 

2019

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

Revenues

 

232,981

 

251,651

 

37,497

 

936,768

 

986,754

 

147,031

 

Direct costs

 

(44,231

)

(47,375

)

(7,059

)

(181,483

)

(186,027

)

(27,719

)

Gross profit

 

188,750

 

204,276

 

30,438

 

755,285

 

800,727

 

119,312

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(3,445

)

(4,635

)

(691

)

(12,718

)

(14,688

)

(2,189

)

Sales and marketing

 

(59,653

)

(67,301

)

(10,028

)

(219,202

)

(235,062

)

(35,025

)

General and administrative

 

(83,458

)

(43,486

)

(6,480

)

(243,502

)

(169,320

)

(25,229

)

Total operating expenses

 

(146,556

)

(115,422

)

(17,199

)

(475,422

)

(419,070

)

(62,443

)

Operating income

 

42,194

 

88,854

 

13,239

 

279,863

 

381,657

 

56,869

 

Other income/(expenses), net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

5,903

 

6,049

 

901

 

21,936

 

25,320

 

3,773

 

Interest expense

 

 

 

 

(3,257

)

 

 

Foreign currency exchange gains/(losses)

 

15

 

15

 

2

 

133

 

(62

)

(9

)

Change in fair value of equity securities

 

 

11,526

 

1,717

 

 

(57,125

)

(8,512

)

Dividend income

 

 

 

 

634

 

976

 

145

 

Others

 

679

 

2,711

 

404

 

4,226

 

5,695

 

849

 

Total other income/(expenses), net

 

6,597

 

20,301

 

3,024

 

23,672

 

(25,196

)

(3,754

)

Income before income tax

 

48,791

 

109,155

 

16,263

 

303,535

 

356,461

 

53,115

 

Income tax expense

 

(16,771

)

(16,405

)

(2,444

)

(62,656

)

(61,260

)

(9,128

)

Net income

 

32,020

 

92,750

 

13,819

 

240,879

 

295,201

 

43,987

 

Net income attributable to non-controlling interests

 

(1,506

)

(1,642

)

(245

)

(3,781

)

(4,077

)

(607

)

Net income attributable to Global Cord Blood Corporation’s shareholders

 

30,514

 

91,108

 

13,574

 

237,098

 

291,124

 

43,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.27

 

0.74

 

0.11

 

2.10

 

2.40

 

0.36

 

- Diluted

 

0.25

 

0.74

 

0.11

 

1.99

 

2.40

 

0.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

- Foreign currency translation adjustment

 

(16,562

)

(10,073

)

(1,501

)

(49,630

)

28,232

 

4,207

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(2,515

)

 

 

(29,619

)

 

 

- Reclassification adjustment for losses included in net income

 

167

 

 

 

167

 

 

 

Total other comprehensive (losses)/income

 

(18,910

)

(10,073

)

(1,501

)

(79,082

)

28,232

 

4,207

 

Comprehensive income

 

13,110

 

82,677

 

12,318

 

161,797

 

323,433

 

48,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(1,506

)

(1,642

)

(245

)

(3,781

)

(4,077

)

(607

)

Comprehensive income attributable to Global Cord Blood Corporation’s shareholders

 

11,604

 

81,035

 

12,073

 

158,016

 

319,356

 

47,587

 

 


 

EXHIBIT 3

 

GLOBAL CORD BLOOD CORPORATION

RECONCILIATION OF NON-GAAP OPERATING INCOME

For the Three Months and Year ended March 31, 2018 and 2019

 

 

 

Three months ended March 31,

 

Year ended March 31,

 

 

 

2018

 

2019

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands)

 

GAAP amount of operating income

 

42,194

 

88,854

 

13,239

 

279,863

 

381,657

 

56,869

 

Depreciation and amortization expenses5

 

12,824

 

13,091

 

1,951

 

50,590

 

52,365

 

7,803

 

Share-based compensation expense6

 

47,889

 

 

 

84,268

 

 

 

Non-GAAP operating income

 

102,907

 

101,945

 

15,190

 

414,721

 

434,022

 

64,672

 

 


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

 

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