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 November 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 ¨

 

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): ¨

 

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): ¨

 

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 ¨                    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 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, 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 six months ended September 30, 2017 of the Company.

 

3



 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31 and September 30, 2017

 

 

 

March 31,

 

September 30,

 

 

 

2017

 

2017

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,510,264

 

3,927,280

 

590,276

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2017: RMB46,858; September 30, 2017: RMB56,829 (US$8,541))

 

112,533

 

111,697

 

16,789

 

Inventories

 

30,987

 

38,756

 

5,825

 

Prepayments and other receivables - Third parties

 

17,524

 

22,576

 

3,394

 

Prepayments and other receivables - Related parties

 

 

2,284

 

343

 

Total current assets

 

3,671,308

 

4,102,593

 

616,627

 

Property, plant and equipment, net

 

551,434

 

541,612

 

81,405

 

Non-current deposits - Third parties

 

237,487

 

236,903

 

35,607

 

Non-current deposits - Related party

 

 

8,500

 

1,278

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2017: RMB70,744; September 30, 2017: RMB68,696 (US$10,325))

 

135,148

 

123,421

 

18,550

 

Inventories

 

68,775

 

69,843

 

10,497

 

Intangible assets, net

 

106,686

 

104,376

 

15,688

 

Available-for-sale equity securities

 

200,790

 

163,038

 

24,505

 

Other investment

 

189,129

 

189,129

 

28,426

 

Deferred tax assets

 

22,155

 

25,772

 

3,874

 

Total assets

 

5,182,912

 

5,565,187

 

836,457

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Convertible notes, net

 

1,031,154

 

 

 

Accounts payable

 

11,060

 

13,125

 

1,973

 

Accrued expenses and other payables

 

65,162

 

92,238

 

13,864

 

Deferred revenue

 

323,690

 

374,912

 

56,350

 

Amount due to a related party

 

4,679

 

10,428

 

1,567

 

Income tax payable

 

11,383

 

13,294

 

1,998

 

Total current liabilities

 

1,447,128

 

503,997

 

75,752

 

Non-current deferred revenue

 

1,569,579

 

1,728,471

 

259,792

 

Other non-current liabilities

 

302,233

 

330,455

 

49,668

 

Deferred tax liabilities

 

21,423

 

20,985

 

3,154

 

Total liabilities

 

3,340,363

 

2,583,908

 

388,366

 

 

 

 

 

 

 

 

 

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, 2017 and 113,661,641 shares issued and 113,524,742 shares outstanding as of September 30, 2017

 

50

 

78

 

12

 

Additional paid-in capital

 

936,417

 

1,987,057

 

298,657

 

Treasury stock, at cost

 

 

 

 

 

 

 

(March 31 and September 30, 2017: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(423

)

Accumulated other comprehensive income/(loss)

 

24,428

 

(26,166

)

(3,933

)

Retained earnings

 

879,775

 

1,016,505

 

152,783

 

Total equity attributable to China Cord Blood Corporation

 

1,837,855

 

2,974,659

 

447,096

 

Non-controlling interests

 

4,694

 

6,620

 

995

 

Total equity

 

1,842,549

 

2,981,279

 

448,091

 

Total liabilities and equity

 

5,182,912

 

5,565,187

 

836,457

 

 

4



 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Six Months Ended September 30, 2016 and 2017

 

 

 

Three months ended September 30,

 

Six months ended September 30,

 

 

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

184,140

 

234,572

 

35,257

 

357,092

 

458,794

 

68,958

 

Direct costs

 

(39,088

)

(45,644

)

(6,860

)

(76,521

)

(90,426

)

(13,592

)

Gross profit

 

145,052

 

188,928

 

28,397

 

280,571

 

368,368

 

55,366

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(2,377

)

(3,664

)

(551

)

(4,326

)

(6,343

)

(953

)

Sales and marketing

 

(39,642

)

(56,152

)

(8,440

)

(77,834

)

(99,602

)

(14,970

)

General and administrative

 

(48,289

)

(52,784

)

(7,934

)

(91,532

)

(103,134

)

(15,501

)

Total operating expenses

 

(90,308

)

(112,600

)

(16,925

)

(173,692

)

(209,079

)

(31,424

)

Operating income

 

54,744

 

76,328

 

11,472

 

106,879

 

159,289

 

23,942

 

Other (expenses)/income, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

4,438

 

5,790

 

870

 

8,715

 

10,617

 

1,596

 

Interest expense

 

(29,801

)

 

 

(58,634

)

(3,257

)

(490

)

Foreign currency exchange (losses)/gains

 

(15

)

110

 

17

 

120

 

111

 

17

 

Others

 

576

 

993

 

149

 

728

 

2,142

 

322

 

Total other (expenses)/income, net

 

(24,802

)

6,893

 

1,036

 

(49,071

)

9,613

 

1,445

 

Income before income tax

 

29,942

 

83,221

 

12,508

 

57,808

 

168,902

 

25,387

 

Income tax expense

 

(12,639

)

(14,525

)

(2,183

)

(24,315

)

(30,246

)

(4,547

)

Net income

 

17,303

 

68,696

 

10,325

 

33,493

 

138,656

 

20,840

 

Net income attributable to non-controlling interests

 

(662

)

(1,101

)

(165

)

(1,130

)

(1,926

)

(289

)

Net income attributable to China Cord Blood Corporation’s shareholders

 

16,641

 

67,595

 

10,160

 

32,363

 

136,730

 

20,551

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.22

 

0.60

 

0.09

 

0.44

 

1.22

 

0.18

 

- Diluted

 

0.22

 

0.60

 

0.09

 

0.44

 

1.22

 

0.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive losses, net of nil income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

- Foreign currency translation adjustments

 

(1,400

)

(8,376

)

(1,259

)

(8,360

)

(20,107

)

(3,022

)

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

 

(10,507

)

(18,562

)

(2,790

)

(16,977

)

(30,487

)

(4,582

)

Total other comprehensive losses

 

(11,907

)

(26,938

)

(4,049

)

(25,337

)

(50,594

)

(7,604

)

Comprehensive income

 

5,396

 

41,758

 

6,276

 

8,156

 

88,062

 

13,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(662

)

(1,101

)

(165

)

(1,130

)

(1,926

)

(289

)

Comprehensive income attributable to China Cord Blood Corporation’s shareholders

 

4,734

 

40,657

 

6,111

 

7,026

 

86,136

 

12,947

 

 

5



 

Other Events

 

On November 20, 2017, the Company issued a press release announcing unaudited condensed consolidated financial results for the three months and six months ended September 30, 2017. A copy of the press release is attached as Exhibit 99.1.

 

Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated November 20, 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: November 20, 2017

 

 

7


Exhibit 99.1

 

 

China Cord Blood Corporation Reports Financial Results

for the Second Quarter and First Half of Fiscal 2018

 

2Q18 Added 23,647 New Subscribers

2Q18 Revenues Up 27.4% YOY to RMB234.6 Million ($35.3 Million)

2Q18 Operating Income Up 39.4% YOY to RMB76.3 Million ($11.5 Million)

Conference Call to be Held on November 21, 2017 at 8:00 a.m. ET

 

HONG KONG, China, November 20, 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 unaudited financial results for the second quarter and first half of fiscal year 2018 ended September 30, 2017.

 

Second Quarter of Fiscal 2018 Highlights

 

·                  Revenues for the second quarter of fiscal 2018 increased by 27.4% to RMB234.6 million ($35.3 million) from RMB184.1 million in the prior year period.

·                  New subscribers and accumulated subscriber base were 23,647 and 620,6801, respectively.

·                  Gross profit increased by 30.2% to RMB188.9 million ($28.4 million) from RMB145.1 million in the prior year period.

·                  Gross margin increased to 80.5% from 78.8% in the prior year period.

·                  Operating income increased by 39.4% to RMB76.3 million ($11.5 million) from RMB54.7 million in the prior year period.

·                  Operating income before depreciation and amortization and share-based compensation expenses was RMB108.7 million ($16.3 million), up 31.2% from RMB82.9 million in the prior year period.2

·                  Net income attributable to the Company’s shareholders improved to RMB67.6 million ($10.2 million) from RMB16.6 million in the prior year period as no interest expense was recorded during this quarter.

·                  Net cash provided by operating activities for the second quarter of fiscal 2018 increased to RMB215.3 million ($32.4 million) from RMB136.3 million in the prior year period.

 

First Half of Fiscal 2018 Highlights

 

·                  Revenues for the first half of fiscal 2018 increased by 28.5% to RMB458.8 million ($69.0 million) from RMB357.1 million in the prior year period.

·                  New subscriber sign-ups reached 46,170, and accumulated subscriber base expanded to 620,6801.

·                  Gross profit increased by 31.3% to RMB368.4 million ($55.4 million) from RMB280.6 million in the prior year period.

·                  Operating income increased by 49.0% to RMB159.3 million ($23.9 million) from RMB106.9 million in the prior year period.

·                  Operating income before depreciation and amortization and share-based compensation expenses increased to RMB201.0 million ($30.2 million), or 23.6% year-over-year, from RMB162.6 million in the prior year period.2

·                  Net income attributable to the Company’s shareholders increased materially to RMB136.7 million ($20.6 million) from RMB32.4 million in the prior year period.

·                  Net cash provided by operating activities for the first half of fiscal 2018 increased significantly to RMB441.7 million ($66.4 million) from RMB267.3 million in the prior year period.

 



 

 

We are pleased with our growth in the second quarter, highlighted by the number of new subscribers reaching 23,647, which demonstrates the effectiveness of the tactics we adopted to fine-tune front line sales and nurture our markets. As the Guangdong division continues to display strong growth momentum, the Zhejiang market continues to ramp up and the Beijing market maintains a steady pace of growth, we are prudently optimistic about this year’s prospect,” said Ms. Ting Zheng, Chief Executive Officer of China Cord Blood Corporation. “While keeping our focus on the organic growth of our core business, we will also actively explore potential investment opportunities to build multiple revenue sources and boost profit growth as new challenges emerge to maintain our position as the industry leader.”

 

Summary — Second Quarter and First Half Ended September 30, 2016 and 2017

 

 

 

Three Months Ended September 30,

 

Six Months Ended September 30,

 

(in thousands)

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Revenues

 

184,140

 

234,572

 

35,257

 

357,092

 

458,794

 

68,958

 

Gross Profit

 

145,052

 

188,928

 

28,397

 

280,571

 

368,368

 

55,366

 

Operating Income3

 

54,744

 

76,328

 

11,472

 

106,879

 

159,289

 

23,942

 

Interest Expense

 

(29,801

)

 

 

(58,634

)

(3,257

)

(490

)

Net Income Attributable to the Company’s Shareholders

 

16,641

 

67,595

 

10,160

 

32,363

 

136,730

 

20,551

 

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

 

0.22

 

0.60

 

0.09

 

0.44

 

1.22

 

0.18

 

Revenues Breakdown (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Processing Fees

 

62.5

%

65.7

%

 

 

62.2

%

65.6

%

 

 

Storage Fees

 

37.5

%

34.3

%

 

 

37.8

%

34.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Subscribers (persons)

 

18,037

 

23,647

 

 

 

34,674

 

46,170

 

 

 

Total Accumulated Subscribers (persons)

 

536,877

 

620,680

1

 

 

536,877

 

620,680

1

 

 

 

Summary — Selected Cash Flow Statement Items

 

  

 

Three Months Ended September 30,

 

Six Months Ended September 30,

 

(in thousands)

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Net cash provided by operating activities

 

136,277

 

215,293

 

32,359

 

267,291

 

441,710

 

66,390

 

Net cash used in investing activities

 

(5,151

)

(11,354

)

(1,706

)

(84,280

)

(22,017

)

(3,309

)

Net cash used in financing activities

 

(60,000

)

 

 

(60,000

)

 

 

 



 

 

Second Quarter of Fiscal 2018 Financial Results

 

REVENUES. Revenues increased by 27.4% to RMB234.6 million ($35.3 million) in the second quarter of fiscal 2018 from RMB184.1 million in the prior year period. The increase was mainly driven by the strong growth in new subscribers and the Company’s enlarged total subscriber base.

 

Revenues generated from processing fees and other services in the second quarter of fiscal 2018 increased by 33.9% to RMB154.1 million ($23.2 million) from RMB115.1 million in the prior year period. 23,647 new subscriber sign-ups were recorded during the reporting quarter compared to 18,037 new subscribers in the prior year period. Revenues generated from processing fees accounted for 65.7% of total revenues compared to 62.5% in the prior year period.

 

Revenues generated from storage fees increased by 16.7% to RMB80.5 million ($12.1 million) in the second quarter of fiscal 2018 from RMB69.0 million in the prior year period. The accumulated subscriber base as of September 30, 2017 was 620,6801. Storage fee revenues accounted for 34.3% of total revenues compared to 37.5% in the prior year period.

 

GROSS PROFIT. Gross profit for the second quarter of fiscal 2018 increased to RMB188.9 million ($28.4 million), a 30.2% increase from RMB145.1 million in the prior year period. Benefiting from economies of scale, gross margin was 80.5%, up from 78.8% in the prior year period.

 

OPERATING INCOME. Operating income increased by 39.4% to RMB76.3 million ($11.5 million). The increase in sales and marketing expenses was reduced by slower growth in general and administrative expenses which resulted in operating margin expansion from 29.7% to 32.5%. Depreciation and amortization expenses for the quarter amounted to RMB12.4 million ($1.9 million), similar to the same period last year. Share-based compensation expense for the second quarter amounted to RMB20.1 million ($3.0 million) as compared to RMB15.5 million in the prior year period. Various sales and marketing expenses, excluding sales and marketing related share-based compensation expense, experienced an increase from the prior year period. As a result, operating income before depreciation and amortization and share-based compensation expense grew at a flatter pace of 31.2% to RMB108.7 million ($16.3 million).2

 

Research and Development Expenses. Research and development expenses was RMB3.7 million ($0.6 million) in the second quarter of fiscal 2018 compared to RMB2.4 million in the prior year period.

 

Sales and Marketing Expenses. Sales and marketing expenses amounted to RMB56.2 million ($8.4 million), as compared to RMB39.6 million in the prior year period. During the quarter, the Company continued to motivate its front line sales forces by stepping up performance incentives while escalating marketing and promotion activities. As a result, staff costs and promotion expenses continued to rise. However, sales and marketing expenses as a percentage of revenues were kept in check at 23.9%, which was similar to the fiscal year 2017 full-year average.

 

General and Administrative Expenses. During the reporting quarter, the Company continued to closely monitor its general and administrative expenses. As a result, general and administrative expenses as a percentage of revenues declined from 26.2% during the same quarter last year to 22.5% in the reporting quarter. In nominal value, general and administrative expenses increased from RMB48.3 million in the same period last year to RMB52.8 million ($7.9 million), and the increase was mainly driven by an increase in share-based compensation expense.

 

NET INCOME ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS. As a result of an increase in operating income and the absence of interest expense, income before income tax for the second quarter of fiscal 2018 increased significantly to RMB83.2 million ($12.5 million) from RMB29.9 million in the prior year period. Income tax expense for the second quarter was RMB14.5 million ($2.2 million) compared to RMB12.6 million in the prior year period. Net income attributable to the Company’s shareholders for the second quarter increased to RMB67.6 million ($10.2 million) from RMB16.6 million in the prior year period. Net margin for the second quarter of fiscal 2018 improved materially to 28.8% from 9.0% in the prior year period.

 

EARNINGS PER SHARE. Basic and diluted earnings per ordinary share for the second quarter of fiscal 2018 improved to RMB0.60 ($0.09)4 from RMB0.22 in the prior year period.

 

LIQUIDITY. As of September 30, 2017, the Company had cash and cash equivalents of RMB3,927.3 million ($590.3 million) with aggregate current and non-current deferred revenues amounting to RMB2,103.4 million ($316.1 million). Net cash provided by operating activities for the second quarter of fiscal 2018 increased to RMB215.3 million ($32.4 million) from RMB136.3 million in the prior year period, when an interest payment was made to the Company’s convertible note holder.

 



 

 

First Half of Fiscal 2018 Financial Results

 

For the first half of fiscal year 2018, total revenues increased by 28.5% to RMB458.8 million ($69.0 million) from RMB357.1 million in the prior year period. The increase was largely attributable to an increase in the Company’s processing fees revenues from new subscribers. Revenues from processing fees and storage fees grew by 35.6% and 16.8%, respectively. Gross profit increased by 31.3% to RMB368.4 million ($55.4 million) from RMB280.6 million in the prior year period. Operating income increased significantly by 49.0% to RMB159.3 million ($23.9 million) from RMB106.9 million in the prior year period. Operating income before depreciation and amortization and share-based compensation expenses totaled RMB201.0 million ($30.2 million), up 23.6% from RMB162.6 million in the prior year period.2 Net income attributable to the Company’s shareholders improved to RMB136.7 million ($20.6 million) from RMB32.4 million in the prior year period. Basic and diluted earnings per share attributable to ordinary shares increased materially to RMB1.22 ($0.18) from RMB0.44 in the prior year period. Net cash provided by operating activities in the first half of fiscal 2018 increased to RMB441.7 million ($66.4 million) from RMB267.3 million in the prior year period.

 

Conference Call

 

The Company will host a conference call at 8:00 a.m. ET on Tuesday, November 21, 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 above. Listeners can also access the call by dialing 1-720-452-9217 or 1-800-289-0438 for US callers, or +852-3008-1527 for Hong Kong callers, access code: 1974053.

 


1 During the three months and six months ended September 30, 2017, 23,647 and 46,170 new subscribers were recruited, respectively. The Company reclassified 142 and 530 private cord blood units as donated cord blood units during the three months and six months ended September 30, 2017 after the Company determined that the recoverability of these prior private cord blood banking subscribers was low. 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 620,680 as of September 30, 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 six months ended September 30, 2016 and 2017 included the following:

 

(i)             Depreciation and amortization expenses for the three months ended September 30, 2016 and 2017 were RMB12.6 million and RMB12.4 million ($1.9 million). Depreciation and amortization expenses for the six months ended September 30, 2016 and 2017 were RMB25.1 million and RMB25.1 million ($3.8 million); and

 

(ii)          As of September 30, 2017, a total of 7,300,000 restricted share units (“RSUs”) were issued and outstanding under the Company’s RSU scheme, subject to certain performance conditions. Share-based compensation expenses related to this RSU scheme were RMB15.5 million and RMB20.1 million ($3.0 million) for the three months ended September 30, 2016 and 2017. Share-based compensation expenses related to this RSU scheme were RMB30.6 million and RMB16.6 million ($2.5 million) for the six months ended September 30, 2016 and 2017.

 

4 Out of 7,300,000 RSUs issued and outstanding as of September 30, 2017, 7,080,000 ordinary shares (“Shares”) were 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 113,524,742 outstanding shares (73,003,248 outstanding shares for the three and six months ended September 30, 2016), basic and diluted earnings per ordinary share would be RMB0.20 and RMB0.56 ($0.08) for the three months ended September 30, 2016 and 2017, basic and diluted earnings per ordinary share would be RMB0.40 and RMB1.15 ($0.17) for the six months ended September 30, 2016 and 2017, respectively.

 



 

 

Use of Non-GAAP Financial Measures

 

GAAP results for the three months and six months ended September 30, 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 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, 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.

 

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 September 30, 2017 were made at the noon buying rate of RMB6.6533 to $1.00 on September 29, 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.

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 and September 30, 2017

 

 

 

March 31,

 

September 30,

 

 

 

2017

 

2017

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,510,264

 

3,927,280

 

590,276

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2017: RMB46,858; September 30, 2017: RMB56,829 (US$8,541))

 

112,533

 

111,697

 

16,789

 

Inventories

 

30,987

 

38,756

 

5,825

 

Prepayments and other receivables - Third parties

 

17,524

 

22,576

 

3,394

 

Prepayments and other receivables - Related parties

 

 

2,284

 

343

 

Total current assets

 

3,671,308

 

4,102,593

 

616,627

 

Property, plant and equipment, net

 

551,434

 

541,612

 

81,405

 

Non-current deposits - Third parties

 

237,487

 

236,903

 

35,607

 

Non-current deposits - Related party

 

 

8,500

 

1,278

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2017: RMB70,744; September 30, 2017: RMB68,696 (US$10,325))

 

135,148

 

123,421

 

18,550

 

Inventories

 

68,775

 

69,843

 

10,497

 

Intangible assets, net

 

106,686

 

104,376

 

15,688

 

Available-for-sale equity securities

 

200,790

 

163,038

 

24,505

 

Other investment

 

189,129

 

189,129

 

28,426

 

Deferred tax assets

 

22,155

 

25,772

 

3,874

 

Total assets

 

5,182,912

 

5,565,187

 

836,457

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Convertible note, net

 

1,031,154

 

 

 

Accounts payable

 

11,060

 

13,125

 

1,973

 

Accrued expenses and other payables

 

65,162

 

92,238

 

13,864

 

Deferred revenue

 

323,690

 

374,912

 

56,350

 

Amount due to a related party

 

4,679

 

10,428

 

1,567

 

Income tax payable

 

11,383

 

13,294

 

1,998

 

Total current liabilities

 

1,447,128

 

503,997

 

75,752

 

Non-current deferred revenue

 

1,569,579

 

1,728,471

 

259,792

 

Other non-current liabilities

 

302,233

 

330,455

 

49,668

 

Deferred tax liabilities

 

21,423

 

20,985

 

3,154

 

Total liabilities

 

3,340,363

 

2,583,908

 

388,366

 

 

 

 

 

 

 

 

 

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, 2017 and 113,661,641 shares issued and 113,524,742 shares outstanding as of September 30, 2017

 

50

 

78

 

12

 

Additional paid-in capital

 

936,417

 

1,987,057

 

298,657

 

Treasury stock, at cost (March 31 and September 30, 2017: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(423

)

Accumulated other comprehensive income/(loss)

 

24,428

 

(26,166

)

(3,933

)

Retained earnings

 

879,775

 

1,016,505

 

152,783

 

Total equity attributable to China Cord Blood Corporation

 

1,837,855

 

2,974,659

 

447,096

 

Non-controlling interests

 

4,694

 

6,620

 

995

 

Total equity

 

1,842,549

 

2,981,279

 

448,091

 

Total liabilities and equity

 

5,182,912

 

5,565,187

 

836,457

 

 



 

 

EXHIBIT 2

 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Six Months Ended September 30, 2016 and 2017

 

 

 

Three months ended September 30,

 

Six months ended September 30,

 

 

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

184,140

 

234,572

 

35,257

 

357,092

 

458,794

 

68,958

 

Direct costs

 

(39,088

)

(45,644

)

(6,860

)

(76,521

)

(90,426

)

(13,592

)

Gross profit

 

145,052

 

188,928

 

28,397

 

280,571

 

368,368

 

55,366

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(2,377

)

(3,664

)

(551

)

(4,326

)

(6,343

)

(953

)

Sales and marketing

 

(39,642

)

(56,152

)

(8,440

)

(77,834

)

(99,602

)

(14,970

)

General and administrative

 

(48,289

)

(52,784

)

(7,934

)

(91,532

)

(103,134

)

(15,501

)

Total operating expenses

 

(90,308

)

(112,600

)

(16,925

)

(173,692

)

(209,079

)

(31,424

)

Operating income

 

54,744

 

76,328

 

11,472

 

106,879

 

159,289

 

23,942

 

Other (expenses)/income, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

4,438

 

5,790

 

870

 

8,715

 

10,617

 

1,596

 

Interest expense

 

(29,801

)

 

 

(58,634

)

(3,257

)

(490

)

Foreign currency exchange (losses)/gains

 

(15

)

110

 

17

 

120

 

111

 

17

 

Others

 

576

 

993

 

149

 

728

 

2,142

 

322

 

Total other (expenses)/income, net

 

(24,802

)

6,893

 

1,036

 

(49,071

)

9,613

 

1,445

 

Income before income tax

 

29,942

 

83,221

 

12,508

 

57,808

 

168,902

 

25,387

 

Income tax expense

 

(12,639

)

(14,525

)

(2,183

)

(24,315

)

(30,246

)

(4,547

)

Net income

 

17,303

 

68,696

 

10,325

 

33,493

 

138,656

 

20,840

 

Net income attributable to non-controlling interests

 

(662

)

(1,101

)

(165

)

(1,130

)

(1,926

)

(289

)

Net income attributable to China Cord Blood Corporation’s shareholders

 

16,641

 

67,595

 

10,160

 

32,363

 

136,730

 

20,551

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.22

 

0.60

 

0.09

 

0.44

 

1.22

 

0.18

 

- Diluted

 

0.22

 

0.60

 

0.09

 

0.44

 

1.22

 

0.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive losses, net of nil income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

- Foreign currency translation adjustments

 

(1,400

)

(8,376

)

(1,259

)

(8,360

)

(20,107

)

(3,022

)

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

 

(10,507

)

(18,562

)

(2,790

)

(16,977

)

(30,487

)

(4,582

)

Total other comprehensive losses

 

(11,907

)

(26,938

)

(4,049

)

(25,337

)

(50,594

)

(7,604

)

Comprehensive income

 

5,396

 

41,758

 

6,276

 

8,156

 

88,062

 

13,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(662

)

(1,101

)

(165

)

(1,130

)

(1,926

)

(289

)

Comprehensive income attributable to China Cord Blood Corporation’s shareholders

 

4,734

 

40,657

 

6,111

 

7,026

 

86,136

 

12,947

 

 



 

 

EXHIBIT 3

 

CHINA CORD BLOOD CORPORATION

RECONCILIATION OF NON-GAAP OPERATING INCOME

For the Three Months and Six Months Ended September 30, 2016 and 2017

 

 

 

Three months ended
September 30,

 

Six months ended
September 30,

 

 

 

2016

 

2017

 

2016

 

2017

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP amount of operating income

 

54,744

 

76,328

 

11,472

 

106,879

 

159,289

 

23,942

 

Depreciation and amortization expenses5

 

12,563

 

12,354

 

1,857

 

25,147

 

25,106

 

3,773

 

Share-based compensation expense6

 

15,546

 

20,060

 

3,015

 

30,605

 

16,622

 

2,498

 

Non-GAAP operating income

 

82,853

 

108,742

 

16,344

 

162,631

 

201,017

 

30,213

 

 


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 in which 7,300,000 RSUs were issued and outstanding as of September 30, 2017.