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 2017

 

Commission File Number: 001-34541

 

CHINA 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

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes o                                    No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-               .

 

 

 



 

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 China 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 (including the relaxation of China’s one child policy) 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 implementing 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, as well as general economic conditions; the proposed transactions between an affiliate of Golden Meditech Holdings Limited and Nanjing Ying Peng Hui Kang Medical Industry Investment Partnership (limited partnership); 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, 2017 of the Company.

 

3



 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, 2016 and 2017

 

 

 

March 31,

 

March 31,

 

 

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,008,422

 

3,510,264

 

509,976

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2016: RMB38,261; March 31, 2017: RMB46,858 (US$6,808))

 

124,645

 

112,533

 

16,349

 

Inventories

 

28,326

 

30,987

 

4,502

 

Prepaid expenses and other receivables

 

24,412

 

17,524

 

2,546

 

Total current assets

 

3,185,805

 

3,671,308

 

533,373

 

Property, plant and equipment, net

 

574,567

 

551,434

 

80,113

 

Non-current deposits

 

218,379

 

237,487

 

34,502

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2016: RMB62,633; March 31, 2017: RMB70,744 (US$10,278))

 

165,011

 

135,148

 

19,634

 

Inventories

 

64,322

 

68,775

 

9,992

 

Intangible assets, net

 

111,307

 

106,686

 

15,499

 

Available-for-sale equity securities

 

162,734

 

200,790

 

29,171

 

Other investment

 

189,129

 

189,129

 

27,477

 

Deferred tax assets

 

16,673

 

22,155

 

3,219

 

Total assets

 

4,687,927

 

5,182,912

 

752,980

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Bank loan

 

60,000

 

 

 

Convertible notes, net

 

 

1,031,154

 

149,807

 

Accounts payable

 

13,248

 

11,060

 

1,607

 

Accrued expenses and other payables

 

61,304

 

65,162

 

9,467

 

Deferred revenue

 

257,692

 

323,690

 

47,026

 

Amounts due to related parties

 

53,255

 

4,679

 

680

 

Income tax payable

 

8,524

 

11,383

 

1,654

 

Total current liabilities

 

454,023

 

1,447,128

 

210,241

 

Convertible notes, net

 

906,222

 

 

 

Non-current deferred revenue

 

1,321,239

 

1,569,579

 

228,030

 

Other non-current liabilities

 

255,932

 

302,233

 

43,909

 

Deferred tax liabilities

 

37,086

 

21,423

 

3,112

 

Total liabilities

 

2,974,502

 

3,340,363

 

485,292

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Shareholders’ equity of China Cord Blood Corporation

 

 

 

 

 

 

 

Ordinary shares

 

 

 

 

 

 

 

- US$0.0001 par value, 250,000,000 shares authorized, 73,140,147 shares issued and 73,003,248 shares outstanding as of March 31, 2016 and 2017, respectively

 

50

 

50

 

7

 

Additional paid-in capital

 

873,654

 

936,417

 

136,044

 

Treasury stock, at cost (March 31, 2016 and 2017: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(409

)

Accumulated other comprehensive income

 

84,779

 

24,428

 

3,549

 

Retained earnings

 

753,585

 

879,775

 

127,815

 

Total equity attributable to China Cord Blood Corporation

 

1,709,253

 

1,837,855

 

267,006

 

Non-controlling interests

 

4,172

 

4,694

 

682

 

Total equity

 

1,713,425

 

1,842,549

 

267,688

 

Total liabilities and equity

 

4,687,927

 

5,182,912

 

752,980

 

 

4



 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Year ended March 31, 2016 and 2017

 

 

 

Three months ended March 31,

 

Year ended March 31,

 

 

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

156,778

 

201,998

 

29,347

 

662,999

 

759,978

 

110,411

 

Direct costs

 

(34,594

)

(41,019

)

(5,959

)

(144,598

)

(142,640

)

(20,723

)

Gross profit

 

122,184

 

160,979

 

23,388

 

518,401

 

617,338

 

89,688

 

Operating (expenses)/income

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(2,277

)

(3,151

)

(458

)

(8,964

)

(10,367

)

(1,506

)

Sales and marketing

 

(37,221

)

(53,683

)

(7,799

)

(148,155

)

(178,482

)

(25,930

)

General and administrative

 

(43,015

)

(47,829

)

(6,949

)

(169,952

)

(189,940

)

(27,595

)

Other operating income

 

 

 

 

 

26,316

 

3,823

 

Total operating expenses, net

 

(82,513

)

(104,663

)

(15,206

)

(327,071

)

(352,473

)

(51,208

)

Operating income

 

39,671

 

56,316

 

8,182

 

191,330

 

264,865

 

38,480

 

Other expenses, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

4,451

 

4,394

 

638

 

18,218

 

17,416

 

2,530

 

Interest expense

 

(27,991

)

(30,190

)

(4,386

)

(107,967

)

(119,418

)

(17,349

)

Foreign currency exchange losses

 

(13

)

(158

)

(23

)

(972

)

(38

)

(6

)

Dividend income

 

 

 

 

49,198

 

45

 

7

 

Impairment loss on available-for-sale equity securities

 

 

 

 

(8,361

)

(2,533

)

(368

)

Others

 

503

 

4,875

 

708

 

(113

)

5,974

 

868

 

Total other expenses, net

 

(23,050

)

(21,079

)

(3,063

)

(49,997

)

(98,554

)

(14,318

)

Income before income tax

 

16,621

 

35,237

 

5,119

 

141,333

 

166,311

 

24,162

 

Income tax (expense)/benefit

 

(8,590

)

3,885

 

564

 

(50,000

)

(37,622

)

(5,466

)

Net income

 

8,031

 

39,122

 

5,683

 

91,333

 

128,689

 

18,696

 

Net loss/(income) attributable to non-controlling interests

 

213

 

(1,182

)

(172

)

(363

)

(2,499

)

(363

)

Net income attributable to China Cord Blood Corporation’s shareholders

 

8,244

 

37,940

 

5,511

 

90,970

 

126,190

 

18,333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.18

 

0.45

 

0.07

 

1.25

 

1.59

 

0.23

 

- Diluted

 

0.18

 

0.45

 

0.07

 

1.25

 

1.59

 

0.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

- Foreign currency translation adjustment

 

2,476

 

5,565

 

808

 

(19,124

)

(22,309

)

(3,241

)

- Unrealized holding (loss)/gain in available-for-sale equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

- Unrealized holding (loss)/gain arising during the period/year

 

(8,372

)

14,519

 

2,109

 

32,312

 

(40,575

)

(5,895

)

- Reclassification adjustment for loss included in net income

 

 

 

 

8,361

 

2,533

 

368

 

Total other comprehensive (losses)/income

 

(5,896

)

20,084

 

2,917

 

21,549

 

(60,351

)

(8,768

)

Comprehensive income

 

2,135

 

59,206

 

8,600

 

112,882

 

68,338

 

9,928

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss/(income) attributable to non-controlling interests

 

213

 

(1,182

)

(172

)

(363

)

(2,499

)

(363

)

Comprehensive income attributable to China Cord Blood Corporation’s shareholders

 

2,348

 

58,024

 

8,428

 

112,519

 

65,839

 

9,565

 

 

5


 


 

Other Events

 

On June 21, 2017, the Company issued a press release announcing unaudited condensed consolidated financial results for the three months and year ended March 31, 2017. A copy of the press release is attached as Exhibit 99.1.

 

Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated June 21, 2017

 

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.

 

 

CHINA CORD BLOOD CORPORATION

 

 

 

By:

/s/ Albert Chen

 

Name:

Albert Chen

 

Title:

Chief Financial Officer

 

Dated: June 21, 2017

 

7


Exhibit 99.1

 

 

China Cord Blood Corporation Reports Financial Results

for the Fourth Quarter and Full Year of Fiscal 2017

 

Added 20,566 New Subscribers in 4Q17

4Q17 Revenue Amounted to RMB202.0 Million ($29.3 Million)

4Q17 Operating Income Amounted to RMB56.3 Million ($8.2 Million)

Conference Call to be Held on June 22, 2017 at 8:00 a.m. ET

 

HONG KONG, China, June 21, 2017 — China Cord Blood Corporation (NYSE: CO) (“CCBC” 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 preliminary unaudited financial results for the fourth quarter and full year of the fiscal year 2017 ended March 31, 2017.

 

Fourth Quarter of Fiscal 2017 Highlights

 

·             Revenues for the fourth quarter of fiscal 2017 increased by 28.8% to RMB202.0 million ($29.3 million) from RMB156.8 million in the prior year period, partly attributed to the relatively low comparison base in the prior year period.

·             New subscribers and accumulated subscriber base were 20,566 and 575,0401 respectively.

·             Gross profit increased to RMB161.0 million ($23.4 million) from RMB122.2 million in the prior year period. Gross margin increased to 79.7% from 77.9% in the prior year period.

·             Operating income increased by 42.0% to RMB56.3 million ($8.2 million).

·             Operating income before depreciation and amortization and share-based compensation expenses increased by 26.1% to RMB84.7 million ($12.3 million).2

·             Interest expense was RMB30.2 million ($4.4 million), compared to RMB28.0 million in the prior year period.

·             Income tax benefit of RMB3.9 million ($0.6 million) was recorded in the fourth quarter of fiscal 2017 as a result of the reversal of provision for income tax.

·             Net income attributable to the Company’s shareholders increased to RMB37.9 million ($5.5 million) from RMB8.2 million in the prior year period.

·             Net cash provided by operating activities for the fourth quarter of fiscal 2017 amounted to RMB200.5 million ($29.1 million).

 

Full Year of Fiscal 2017 Highlights

 

·             Revenues for the full year of fiscal 2017 increased by 14.6% to RMB760.0 million ($110.4 million).

·             New subscriber sign-ups reached 74,952 and accumulated subscriber base expanded to 575,0401.

·             Gross profit increased by 19.1% to RMB617.3 million ($89.7 million) from RMB518.4 million in the prior year.

·             Operating income increased by 38.4% to RMB264.9 million ($38.5 million) from RMB191.3 million in the prior year.

·             Operating income before depreciation and amortization and share-based compensation expenses increased to RMB377.6 million ($54.9 million) from RMB300.2 million in the prior year, a year-on-year increase of 25.8%.2

·             Interest expense was RMB119.4 million ($17.3 million), compared to RMB108.0 million in the prior year.

·             Net income attributable to the Company’s shareholders increased by 38.7% to RMB126.2 million ($18.3 million) from RMB91.0 million in the prior year.

·             Net cash provided by operating activities for the full year of fiscal 2017 increased by 9.7% to RMB637.6 million ($92.6 million) from RMB581.0 million in the prior year.

 



 

 

In fiscal 2017, we successfully added 74,952 new subscribers to our accumulated subscriber base with the Guangdong market as the main driver of growth. We added 20,566 new subscribers in the fourth quarter, a year-over-year increase of 42.1%, partially aided by a lower comparison in the prior year period. Our accumulated subscriber base expanded to 575,0401, which underscores our position as a leading provider in China’s cord blood banking industry,” Ms. Ting Zheng, Chief Executive Officer of CCBC, commented.

 

“Looking ahead, we expect an increase in the number of newborn babies in 2018, yet consumer discretionary spending will continue to be constrained. To further grow our subscription base and penetrate markets, we will utilize new media and marketing methods to continue improving new subscriber awareness of the value of cord blood storage. Meanwhile, the management team will proactively explore various cooperation and business opportunities to best serve our clients’ maternal needs throughout the prenatal and postnatal periods. In doing so, we will leverage our existing resources and core competencies to develop more comprehensive preventive healthcare measures.”

 

Summary — Fourth Quarter and Full Year Ended March 31, 2016 and 2017

 

 

 

Three Months Ended March 31,

 

Year Ended March 31,

 

(In thousands)

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Revenues

 

156,778

 

201,998

 

29,347

 

662,999

 

759,978

 

110,411

 

Gross Profit

 

122,184

 

160,979

 

23,388

 

518,401

 

617,338

 

89,688

 

Other Operating Income

 

 

 

 

 

26,316

 

3,823

 

Operating Income3

 

39,671

 

56,316

 

8,182

 

191,330

 

264,865

 

38,480

 

Interest Expense

 

(27,991

)

(30,190

)

(4,386

)

(107,967

)

(119,418

)

(17,349

)

Net Income Attributable to the Company’s Shareholders

 

8,244

 

37,940

 

5,511

 

90,970

 

126,190

 

18,333

 

Earnings per Ordinary Share  — Basic and Diluted4 (RMB/US$)

 

0.18

 

0.45

 

0.07

 

1.25

 

1.59

 

0.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue Breakdown (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Processing Fees

 

59.2

%

64.4

%

 

 

63.3

%

63.4

%

 

 

Storage Fees

 

40.8

%

35.6

%

 

 

36.7

%

36.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Subscribers (persons)

 

14,472

 

20,566

 

 

 

62,909

 

74,952

 

 

 

Total Accumulated Subscribers (persons)

 

504,268

 

575,040

1

 

 

504,268

 

575,040

1

 

 

 

Summary — Selected Cash Flow Statement Items

 

 

 

Three Months Ended March 31,

 

Year Ended March 31,

 

(In thousands)

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Net cash provided by operating activities

 

138,874

 

200,537

 

29,135

 

580,997

 

637,632

 

92,636

 

Net cash used in investing activities

 

(1,147

)

(5,979

)

(869

)

(16,480

)

(90,575

)

(13,158

)

Net cash used in financing activities

 

(1,646

)

 

 

(1,646

)

(60,000

)

(8,717

)

 



 

 

Fourth Quarter of Fiscal 2017 Financial Results

 

REVENUES. Revenues in the fourth quarter of fiscal 2017 increased by 28.8% to RMB202.0 million ($29.3 million) from RMB156.8 million in the prior year period, mainly driven by an increase in new subscribers backed by strong growth in the Guangdong market. The strong year-over-year growth rate was also partly attributable to the relatively low comparison base in the prior year period.

 

20,566 new subscriber sign-ups were recorded during the reporting quarter, representing 42.1% year-over-year growth and factoring in the low comparison base of the prior year period. Revenues generated from processing fees in the fourth quarter increased by 40.3% to RMB130.2 million ($18.9 million) from RMB92.8 million in the prior year period. As a percentage of revenues, revenues generated from processing fees accounted for 64.4%, compared to 59.2% in the prior year period.

 

Revenues generated from storage fees increased to RMB71.8 million ($10.4 million), up 12.2% from RMB64.0 million in the prior year period. The Company’s accumulated subscriber base reached 575,0401 by the end of March 2017. Storage fees accounted for 35.6% of the total revenues, compared to 40.8% in the prior year period.

 

GROSS PROFIT. Gross profit for the fourth quarter of fiscal 2017 increased to RMB161.0 million ($23.4 million) from RMB122.2 million in the prior year period, a year-on-year growth of 31.8%. Gross margin was 79.7% in the reporting quarter, up from 77.9% in the prior year period. Higher revenue and economy of scale lifted the gross margin.

 

OPERATING INCOME. Operating income for the fourth quarter increased by 42.0% to RMB56.3 million ($8.2 million), compared to RMB39.7 million in the prior year period. Top line growth was partially offset by increased sales and marketing efforts but still fueled operating margin expansion from 25.3% in the prior year period to 27.9% in the reporting quarter. Depreciation and amortization expenses for the fourth quarter were RMB12.6 million ($1.8 million), compared to RMB12.4 million in the prior year period. Share-based compensation expense was RMB15.7 million ($2.3 million), compared to RMB15.1 million in the prior year period. The increase of share-based compensation expense was mainly attributable to the depreciation of Renminbi against U.S. dollar. Operating income before depreciation and amortization and share-based compensation expenses increased by 26.1% to RMB84.7 million ($12.3 million) from RMB67.1 million in the prior year period.2

 

Research and Development Expenses. Research and development expenses amounted to RMB3.2 million ($0.5 million) compared to RMB2.3 million in the prior year period.

 

Sales and Marketing Expenses. Sales and marketing expenses for the fourth quarter amounted to RMB53.7 million ($7.8 million), compared to RMB37.2 million in the prior year period. The increase was mainly attributable to an additional performance incentive of RMB5.2 million ($0.8 million) for the contribution of the Guangdong sales team and to a lesser extent, additional promotion expense relating to a new marketing campaigns on social media. As a percentage of revenues, sales and marketing expenses were 26.6%, compared to 23.7% in the prior year period.

 

General and Administrative Expenses. General and administrative expenses for the fourth quarter increased modestly to RMB47.8 million ($6.9 million) from RMB43.0 million in the prior year period while decreased by 5.5% quarter-over-quarter from RMB50.6 million in the prior quarter. During the three months ended March 31, 2017, the Company recorded a RMB1.0 million ($0.1 million) write-off of accounts receivable because the recoverability of 268 private cord blood banking subscribers was considered low. As a percentage of revenues, general and administrative expenses were 23.7%, down from 27.4% in the prior year period.

 

OTHER INCOME AND EXPENSES.

 

Interest Expense. Interest expense was mainly related to the Company’s outstanding convertible notes. In the reporting quarter, the Company incurred interest expense of RMB30.2 million ($4.4 million), compared to RMB28.0 million in the prior year period. The increase was due to the compounding interest effect of the convertible notes and the translation difference arising from the depreciation of Renminbi against U.S. dollar. Subsequent to the end of the fourth quarter of fiscal 2017, all outstanding convertible notes were converted into an aggregate of 40,521,494 ordinary shares.

 



 

 

INCOME TAX (EXPENSE)/BENEFIT. Income tax benefit of RMB3.9 million ($0.6 million) was recorded in the fourth quarter of fiscal 2017 as a result of the reversal of provision for income tax of RMB18.2 million ($2.6 million) made in the reporting quarter. Excluding the effect of the reversal, income tax expense was RMB14.3 million ($2.1 million), compared to RMB8.6 million in the prior year period.

 

NET INCOME ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS. Net income attributable to the Company’s shareholders for the fourth quarter of fiscal 2017 increased to RMB37.9 million ($5.5 million) from RMB8.2 million in the prior year period. Net margin for the fourth quarter of fiscal 2017 increased to 18.8% from 5.3% in the prior year period.

 

EARNINGS PER SHARE. Basic and diluted earnings per ordinary share for the fourth quarter of fiscal 2017 were RMB0.45 ($0.07)5, up from RMB0.18 in the prior year period.

 

LIQUIDITY. As of March 31, 2017, the Company had cash and cash equivalents of RMB3,510.3 million ($510.0 million), up from RMB3,008.4 million as of March 31, 2016. The Company had total debt6 of RMB1,031.2 million ($149.8 million) as of March 31, 2017. Net cash provided by operating activities for the fourth quarter of fiscal 2017 amounted to RMB200.5 million ($29.1 million).

 

Full Year of Fiscal 2017 Financial Results

 

For the full year of fiscal 2017, total revenues increased by 14.6% to RMB760.0 million ($110.4 million) from RMB663.0 million in the prior year. The increase was mainly attributable to the growth in processing and storage revenues contributed by the increased new subscriber number of 74,952 for the reporting fiscal year and the enlarged subscriber base of 575,0401 as of March 31, 2017. Revenues from processing fees and storage fees grew by 14.8% and 14.3%, respectively.

 

Gross profit increased by 19.1% to RMB617.3 million ($89.7 million) from RMB518.4 million in the prior year as a result of revenue growth and a recognition of RMB16.8 million ($2.4 million) consideration from consultation services related to the usage of cord blood processing devices and consumables, which was recorded as a reduction of direct costs.

 

Operating income increased to RMB264.9 million ($38.5 million) from RMB191.3 million in the prior year, a year-on-year increase of 38.4%, attributed to a higher gross profit and other operating income of RMB26.3 million ($3.8 million) from a public bank collaboration project, which was partially offset by the increased operating expenses. Operating income before depreciation and amortization and share-based compensation expenses increased by 25.8% to RMB377.6 million ($54.9 million) from RMB300.2 million in the prior year.2

 

Combining the effects of increased operating income and lower income tax expenses, which was driven by the reversal of provision for income tax and partially offset by lower dividend income, net income attributable to the Company’s shareholders increased by 38.7% to RMB126.2 million ($18.3 million) from RMB91.0 million in the prior year.

 

Basic and diluted earnings per share attributable to ordinary shares were RMB1.59 ($0.23), compared to RMB1.25 in the prior year.

 

Net cash provided by operating activities in the full year of fiscal 2017 increased to RMB637.6 million ($92.6 million) from RMB581.0 million in the prior year.

 



 

 

Recent Developments

 

·                          On April 6, 2017, the holder of all outstanding convertible notes converted such securities in ordinary shares of the Company at a conversion price of $2.838 per share. The conversion resulted in an issuance of 40,521,494 ordinary shares of the Company. Subsequent to such conversion, the Company has no outstanding convertible notes.

 

·                          On April 13, 2017, the Board of Directors (the “Board”) adopted the recommendation of the special committee of independent directors (the “Special Committee”), formed to evaluate the previously announced proposal received from Golden Meditech Holdings Limited (“Golden Meditech”), pursuant to which Golden Meditech proposed to acquire all of the outstanding ordinary shares of the Company not already directly or indirectly owned by Golden Meditech, to terminate any further evaluation and negotiation regarding such proposal.  In making its recommendation, the Special Committee had taken into account various factors including but not limited to the pending acquisition transaction between an affiliate of Golden Meditech and Nanjing Ying Peng Hui Kang Medical Industry Investment Partnership (limited partnership) (“NJYP”), pursuant to which an affiliate of Golden Meditech has conditionally agreed to sell to NJYP an approximate 65.4% equity interest in the Company on a fully diluted basis for RMB5.764 billion in cash, NJYP’s future plans regarding the Company after the acquisition is completed and the overall viability of the proposal. The Special Committee’s recommendation was unanimous and the adoption of its recommendation by the full Board of the Company was unanimous, with the chairman Mr. Yuen Kam abstaining.

 


1 During the three months and year ended March 31, 2017, 20,566 and 74,952 new subscribers were recruited, respectively. During the three months and year ended March 31, 2017, the Company reclassified 268 and 4,180 private cord blood units as donated cord blood units after the Company determined that the recoverability of these prior private cord blood banking subscribers was low and therefore the Company terminated their subscription services according to the subscription contracts. 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 575,040 as of March 31, 2017.

 

2 See exhibit 3 of this press release for a reconciliation of 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 The reported operating income for the three months and year ended March 31, 2016 and 2017 included the following:

 

(i)       Depreciation and amortization expenses for the three months ended March 31, 2016 and 2017 were RMB12.4 million and RMB12.6 million ($1.8 million). Depreciation and amortization expenses for the year ended March 31, 2016 and 2017 were RMB50.2 million and RMB50.5 million ($7.3 million); and

 

(ii)     During the quarter ended December 31, 2014, the Company granted a total of 7,300,000 restricted share units (“RSU”) to certain executives, directors and key employees under the Company’s RSU scheme, subject to certain performance conditions. Share-based compensation expenses related to this RSU scheme were RMB15.1 million and RMB15.7 million ($2.3 million) for the three months ended March 31, 2016 and 2017. Share-based compensation expenses for the year ended March 31, 2016 and 2017 were RMB58.7 million and RMB62.2 million ($9.0 million).

 

4 The terms of the convertible notes provide the holder with the ability to participate in any excess cash dividend. Therefore, the calculation of basic EPS has taken into consideration the effect of such participating rights of RMB0.07 ($0.01) and RMB0.14 ($0.02) per share for the three months and year ended March 31, 2017, respectively.

 

5 Out of 7,300,000 RSUs granted to certain executives, directors and key employees under the Company’s RSU scheme during the quarter ended December 31, 2014, 7,080,000 ordinary shares (“Shares”) were then issued and deposited into a trust sponsored and funded by the Company (“Trust”), and will be transferred to respective executives, directors and key employees (or their designated nominees) under the Company’s RSU scheme when the performance conditions are met. The Trust facilitates the granting (and subsequent vesting) of incentive RSUs and holds such Shares for the benefit of such executives, directors and key employees as a class. Taking into account of such Shares, in addition to 73,003,248 outstanding shares, basic and diluted earnings per ordinary share would be RMB0.43 ($0.06) and RMB1.50 ($0.2) for the three months and year ended March 31, 2017, respectively.

 

6 Total debt represented the carrying amount of convertible notes, net as of March 31, 2017 and carrying amounts of bank loan and convertible notes, net as of March 31, 2016.

 



 

 

Conference Call

 

The Company will host a conference call at 8:00 a.m. ET on Thursday, June 22, 2017 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.chinacordbloodcorp.com. A replay of the webcast will be accessible two hours after the conference call and available for three weeks at the same URL link above. Listeners can also access the call by dialing 1-719-325-2226 or 1-888-394-8218 for US callers, or +852-3008-1527 for Hong Kong callers, access code: 5571545.

 

Use of Non-GAAP Financial Measures

 

GAAP results for the three months and year ended March 31, 2017 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 China Cord Blood Corporation

 

China 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.  China 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.chinacordbloodcorp.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 (including the relaxation of China’s one-child policy) 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 implementing 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, as well as general economic conditions; the proposed transactions between an affiliate of Golden Meditech and NJYP; 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 ending March 31, 2017 were made at the noon buying rate of RMB6.8832 to $1.00 on March 31, 2017 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. China 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:

 

China Cord Blood Corporation

Investor Relations Department

Tel: (+852) 3605-8180

Email: ir@chinacordbloodcorp.com

 

ICR, Inc.

Mr. William Zima

Tel: (+86) 10-6583-7511

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

Email: William.zima@icrinc.com

 



 

 

EXHIBIT 1

 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, 2016 and 2017

 

 

 

March 31,

 

March 31,

 

 

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,008,422

 

3,510,264

 

509,976

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2016: RMB38,261; March 31, 2017: RMB46,858 (US$6,808))

 

124,645

 

112,533

 

16,349

 

Inventories

 

28,326

 

30,987

 

4,502

 

Prepaid expenses and other receivables

 

24,412

 

17,524

 

2,546

 

Total current assets

 

3,185,805

 

3,671,308

 

533,373

 

Property, plant and equipment, net

 

574,567

 

551,434

 

80,113

 

Non-current deposits

 

218,379

 

237,487

 

34,502

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2016: RMB62,633; March 31, 2017: RMB70,744 (US$10,278))

 

165,011

 

135,148

 

19,634

 

Inventories

 

64,322

 

68,775

 

9,992

 

Intangible assets, net

 

111,307

 

106,686

 

15,499

 

Available-for-sale equity securities

 

162,734

 

200,790

 

29,171

 

Other investment

 

189,129

 

189,129

 

27,477

 

Deferred tax assets

 

16,673

 

22,155

 

3,219

 

Total assets

 

4,687,927

 

5,182,912

 

752,980

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Bank loan

 

60,000

 

 

 

Convertible notes, net

 

 

1,031,154

 

149,807

 

Accounts payable

 

13,248

 

11,060

 

1,607

 

Accrued expenses and other payables

 

61,304

 

65,162

 

9,467

 

Deferred revenue

 

257,692

 

323,690

 

47,026

 

Amounts due to related parties

 

53,255

 

4,679

 

680

 

Income tax payable

 

8,524

 

11,383

 

1,654

 

Total current liabilities

 

454,023

 

1,447,128

 

210,241

 

Convertible notes, net

 

906,222

 

 

 

Non-current deferred revenue

 

1,321,239

 

1,569,579

 

228,030

 

Other non-current liabilities

 

255,932

 

302,233

 

43,909

 

Deferred tax liabilities

 

37,086

 

21,423

 

3,112

 

Total liabilities

 

2,974,502

 

3,340,363

 

485,292

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Shareholders’ equity of China Cord Blood Corporation

 

 

 

 

 

 

 

Ordinary shares

 

 

 

 

 

 

 

- US$0.0001 par value, 250,000,000 shares authorized, 73,140,147 shares issued and 73,003,248 shares outstanding as of March 31, 2016 and 2017, respectively

 

50

 

50

 

7

 

Additional paid-in capital

 

873,654

 

936,417

 

136,044

 

Treasury stock, at cost (March 31, 2016 and 2017: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(409

)

Accumulated other comprehensive income

 

84,779

 

24,428

 

3,549

 

Retained earnings

 

753,585

 

879,775

 

127,815

 

Total equity attributable to China Cord Blood Corporation

 

1,709,253

 

1,837,855

 

267,006

 

Non-controlling interests

 

4,172

 

4,694

 

682

 

Total equity

 

1,713,425

 

1,842,549

 

267,688

 

Total liabilities and equity

 

4,687,927

 

5,182,912

 

752,980

 

 



 

 

EXHIBIT 2

 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Year ended March 31, 2016 and 2017

 

 

 

Three months ended March 31,

 

Year ended March 31,

 

 

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

156,778

 

201,998

 

29,347

 

662,999

 

759,978

 

110,411

 

Direct costs

 

(34,594

)

(41,019

)

(5,959

)

(144,598

)

(142,640

)

(20,723

)

Gross profit

 

122,184

 

160,979

 

23,388

 

518,401

 

617,338

 

89,688

 

Operating (expenses)/income

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(2,277

)

(3,151

)

(458

)

(8,964

)

(10,367

)

(1,506

)

Sales and marketing

 

(37,221

)

(53,683

)

(7,799

)

(148,155

)

(178,482

)

(25,930

)

General and administrative

 

(43,015

)

(47,829

)

(6,949

)

(169,952

)

(189,940

)

(27,595

)

Other operating income

 

 

 

 

 

26,316

 

3,823

 

Total operating expenses, net

 

(82,513

)

(104,663

)

(15,206

)

(327,071

)

(352,473

)

(51,208

)

Operating income

 

39,671

 

56,316

 

8,182

 

191,330

 

264,865

 

38,480

 

Other expenses, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

4,451

 

4,394

 

638

 

18,218

 

17,416

 

2,530

 

Interest expense

 

(27,991

)

(30,190

)

(4,386

)

(107,967

)

(119,418

)

(17,349

)

Foreign currency exchange losses

 

(13

)

(158

)

(23

)

(972

)

(38

)

(6

)

Dividend income

 

 

 

 

49,198

 

45

 

7

 

Impairment loss on available-for-sale equity securities

 

 

 

 

(8,361

)

(2,533

)

(368

)

Others

 

503

 

4,875

 

708

 

(113

)

5,974

 

868

 

Total other expenses, net

 

(23,050

)

(21,079

)

(3,063

)

(49,997

)

(98,554

)

(14,318

)

Income before income tax

 

16,621

 

35,237

 

5,119

 

141,333

 

166,311

 

24,162

 

Income tax (expense)/benefit

 

(8,590

)

3,885

 

564

 

(50,000

)

(37,622

)

(5,466

)

Net income

 

8,031

 

39,122

 

5,683

 

91,333

 

128,689

 

18,696

 

Net loss/(income) attributable to non-controlling interests

 

213

 

(1,182

)

(172

)

(363

)

(2,499

)

(363

)

Net income attributable to China Cord Blood Corporation’s shareholders

 

8,244

 

37,940

 

5,511

 

90,970

 

126,190

 

18,333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.18

 

0.45

 

0.07

 

1.25

 

1.59

 

0.23

 

- Diluted

 

0.18

 

0.45

 

0.07

 

1.25

 

1.59

 

0.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

- Foreign currency translation adjustment

 

2,476

 

5,565

 

808

 

(19,124

)

(22,309

)

(3,241

)

- Unrealized holding (loss)/gain in available-for-sale equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

- Unrealized holding (loss)/gain arising during the period/year

 

(8,372

)

14,519

 

2,109

 

32,312

 

(40,575

)

(5,895

)

- Reclassification adjustment for loss included in net income

 

 

 

 

8,361

 

2,533

 

368

 

Total other comprehensive (losses)/income

 

(5,896

)

20,084

 

2,917

 

21,549

 

(60,351

)

(8,768

)

Comprehensive income

 

2,135

 

59,206

 

8,600

 

112,882

 

68,338

 

9,928

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss/(income) attributable to non-controlling interests

 

213

 

(1,182

)

(172

)

(363

)

(2,499

)

(363

)

Comprehensive income attributable to China Cord Blood Corporation’s shareholders

 

2,348

 

58,024

 

8,428

 

112,519

 

65,839

 

9,565

 

 



 

 

EXHIBIT 3

 

CHINA CORD BLOOD CORPORATION

RECONCILIATION OF NON-GAAP OPERATING INCOME

For the Three Months and Year ended March 31, 2016 and 2017

 

 

 

Three months ended March 31,

 

Year ended March 31,

 

 

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP amount of operating income

 

39,671

 

56,316

 

8,182

 

191,330

 

264,865

 

38,480

 

Depreciation and amortization expenses7

 

12,398

 

12,644

 

1,837

 

50,166

 

50,481

 

7,334

 

Share-based compensation expense8

 

15,050

 

15,705

 

2,282

 

58,684

 

62,241

 

9,042

 

Non-GAAP operating income

 

67,119

 

84,665

 

12,301

 

300,180

 

377,587

 

54,856

 

 


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

 

8 Share-based compensation expense relates to the Company’s RSU scheme in which 7,300,000 RSUs were granted to certain executives, directors and key employees during the quarter ended December 31, 2014. Out of 7,300,000 RSUs granted, 7,080,000 Shares were then issued and deposited into a Trust.