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 August 2019

 

Commission File Number: 001-34541

 

GLOBAL CORD BLOOD CORPORATION

(Translation of registrant’s name into English)

 

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

(Address of Principal Executive Offices)

 

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

 

Form 20-F x                 Form 40-F o

 

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

 

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

 

 

 


 

EXPLANATORY NOTE

 

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

 

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

 

2


 

Results of Operations and Financial Condition

 

Following this cover page are the unaudited condensed consolidated financial results for the three months ended June 30, 2019 of the Company.

 

3


 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31 and June 30, 2019

 

 

 

March 31,

 

June 30,

 

 

 

2019

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,997,861

 

5,162,037

 

751,936

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB89,634; June 30, 2019: RMB96,587 (US$14,069))

 

96,923

 

96,294

 

14,027

 

Inventories

 

27,612

 

25,352

 

3,694

 

Prepaid expenses and other receivables

 

25,532

 

21,615

 

3,149

 

Total current assets

 

5,147,928

 

5,305,298

 

772,806

 

Property, plant and equipment, net

 

545,340

 

540,986

 

78,803

 

Operating lease right-of-use assets1

 

 

6,365

 

927

 

Non-current deposits

 

236,719

 

242,556

 

35,332

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB74,800; June 30, 2019: RMB74,089 (US$10,792))

 

104,857

 

111,417

 

16,230

 

Inventories

 

77,194

 

78,529

 

11,439

 

Intangible assets, net

 

97,444

 

96,289

 

14,026

 

Investment in equity securities at fair value

 

107,362

 

120,443

 

17,545

 

Other equity investment

 

189,129

 

189,129

 

27,550

 

Deferred tax assets

 

44,981

 

47,473

 

6,915

 

Total assets

 

6,550,954

 

6,738,485

 

981,573

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

33,566

 

28,522

 

4,155

 

Accrued expenses and other payables

 

79,977

 

95,362

 

13,891

 

Operating lease liabilities1

 

 

2,174

 

317

 

Deferred revenue

 

461,986

 

444,402

 

64,734

 

Income tax payable

 

20,113

 

23,728

 

3,456

 

Total current liabilities

 

595,642

 

594,188

 

86,553

 

Non-current deferred revenue

 

2,108,442

 

2,161,478

 

314,855

 

Non-current operating lease liabilities1

 

 

3,491

 

509

 

Other non-current liabilities

 

404,482

 

417,107

 

60,759

 

Deferred tax liabilities

 

19,626

 

19,178

 

2,794

 

Total liabilities

 

3,128,192

 

3,195,442

 

465,470

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Shareholders’ equity of Global Cord Blood Corporation

 

 

 

 

 

 

 

Ordinary shares

 

 

 

 

 

 

 

- US$0.0001 par value, 250,000,000 shares authorized, 121,687,974 and 121,551,075 shares issued and outstanding as of March 31 and June 30, 2019, respectively

 

83

 

83

 

12

 

Additional paid-in capital

 

2,101,582

 

2,101,582

 

306,129

 

Treasury stock, at cost (March 31 and June 30, 2019: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(410

)

Accumulated other comprehensive losses

 

(88,738

)

(78,385

)

(11,418

)

Retained earnings

 

1,407,223

 

1,515,567

 

220,768

 

Total equity attributable to Global Cord Blood Corporation

 

3,417,335

 

3,536,032

 

515,081

 

Non-controlling interests

 

5,427

 

7,011

 

1,022

 

Total equity

 

3,422,762

 

3,543,043

 

516,103

 

Total liabilities and equity

 

6,550,954

 

6,738,485

 

981,573

 

 


1 During the reporting quarter, the Company adopted Accounting Standards Update Topic 842 using a modified retrospective transition approach which resulted in the recognition of right-of-use assets and lease liabilities for operating leases as of April 1, 2019 of approximately RMB6.9 million ($1.0 million) and RMB5.8 million ($0.8 million), respectively.

 

4


 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months ended June 30, 2018 and 2019

 

 

 

Three months ended June 30,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

Revenues

 

233,821

 

273,375

 

39,822

 

Direct costs

 

(43,158

)

(45,749

)

(6,664

)

Gross profit

 

190,663

 

227,626

 

33,158

 

Operating expenses

 

 

 

 

 

 

 

Research and development

 

(2,791

)

(4,701

)

(685

)

Sales and marketing

 

(51,415

)

(60,637

)

(8,833

)

General and administrative

 

(41,015

)

(49,902

)

(7,269

)

Total operating expenses

 

(95,221

)

(115,240

)

(16,787

)

Operating income

 

95,442

 

112,386

 

16,371

 

Other (expenses)/income, net

 

 

 

 

 

 

 

Interest income

 

5,698

 

6,220

 

906

 

Foreign currency exchange losses

 

(26

)

(28

)

(4

)

Change in fair value of equity securities

 

(9,321

)

9,979

 

1,454

 

Dividend income

 

 

507

 

74

 

Others

 

(759

)

340

 

50

 

Total other (expenses)/income, net

 

(4,408

)

17,018

 

2,480

 

Income before income tax

 

91,034

 

129,404

 

18,851

 

Income tax expense

 

(16,524

)

(19,476

)

(2,837

)

Net income

 

74,510

 

109,928

 

16,014

 

Net income attributable to non-controlling interests

 

(968

)

(1,584

)

(231

)

Net income attributable to Global Cord Blood Corporation’s shareholders

 

73,542

 

108,344

 

15,783

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

- Basic

 

0.61

 

0.89

 

0.13

 

- Diluted

 

0.61

 

0.89

 

0.13

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of nil income taxes

 

 

 

 

 

 

 

- Foreign currency translation adjustments

 

22,880

 

10,353

 

1,508

 

Comprehensive income

 

97,390

 

120,281

 

17,522

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(968

)

(1,584

)

(231

)

Comprehensive income attributable to Global Cord Blood Corporation’s shareholders

 

96,422

 

118,697

 

17,291

 

 

5


 

Other Events

 

On August 27, 2019, the Company issued a press release announcing unaudited condensed consolidated financial results for the three months ended June 30, 2019. A copy of the press release is attached as Exhibit 99.1.

 

Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated August 27, 2019

 

6


 

SIGNATURES

 

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

 

 

GLOBAL CORD BLOOD CORPORATION

 

 

 

By:

/s/ Albert Chen

 

Name:

Albert Chen

 

Title:

Chief Financial Officer

 

 

Dated: August 27, 2019

 

 

7


Exhibit 99.1

 

 

Global Cord Blood Corporation Reports Financial Results

for the First Quarter of Fiscal 2020

 

1Q20 Added 20,815 New Subscribers

Revenues Up 16.9% YoY to RMB273.4 Million ($39.8 Million)

Gross Profit Up 19.4% YoY to RMB227.6 million ($33.2 million)

Operating Income Up 17.8% YoY to RMB112.4 Million ($16.4 Million)
Non-GAAP Operating Income Up 15.0% YoY to RMB124.8 Million ($18.2 Million)

Conference Call to be Held on August 28, 2019, at 8:00 a.m. ET

 

HONG KONG, China, August 27, 2019 — Global Cord Blood Corporation (NYSE: CO) (“GCBC” or the “Company”), China’s leading provider of cord blood collection, laboratory testing, hematopoietic stem cell processing and stem cell storage services, today announced its unaudited financial results for the first quarter of fiscal 2020 ended June 30, 2019.

 

First Quarter of Fiscal 2020 Highlights

 

·                 Revenues increased by 16.9% year-over-year (“YoY”) to RMB273.4 million ($39.8 million).

·                 New subscribers and accumulated subscriber base were 20,815 and 770,6991, respectively.

·                  Gross profit increased by 19.4% YoY to RMB227.6 million ($33.2 million). Gross margin improved to 83.3% from 81.5% in the prior year period.

·                 Operating income increased by 17.8% YoY to RMB112.4 million ($16.4 million).

·                 Operating income before depreciation and amortization2 (“non-GAAP operating income”) increased by 15.0% YoY to RMB124.8 million ($18.2 million).

·                 Net income attributable to the Company’s shareholders increased significantly by 47.3% YoY to RMB108.3 million ($15.8 million) as a result of improved operating income and an increase in fair value of equity securities (“mark-to-market gains”) of RMB10.0 million ($1.5 million) in the first quarter.

 

“During the first quarter of fiscal 2020, even though macro-economic uncertainty continued to pressure consumer spending on preventive healthcare services, we managed to record 20,815 new subscribers, in line with our expectations.” said Ms. Ting Zheng, Chairperson and Chief Executive Officer of GCBC. “As we step into a more economically volatile fiscal year, we will remain alert to the market changes as well as any potential developments in the regulatory regime governing the cord blood banking industry in China. We will strive to expand service offerings and may mitigate business concentration risk through acquisitions in addition to increasing our penetration and business expansion.”

 


 

Summary — First Quarter Ended June 30, 2018 and 2019

 

 

 

Three Months Ended June 30,

 

 (in thousands)

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

Revenues

 

233,821

 

273,375

 

39,822

 

Gross Profit

 

190,663

 

227,626

 

33,158

 

Operating Income3

 

95,442

 

112,386

 

16,371

 

Change in Fair Value of Equity Securities

 

(9,321

)

9,979

 

1,454

 

Net Income Attributable to the Company’s Shareholders

 

73,542

 

108,344

 

15,783

 

Earnings per Ordinary Share (RMB/US$)

 

 

 

 

 

 

 

– Basic

 

0.61

 

0.89

 

0.13

 

– Diluted

 

0.61

 

0.89

 

0.13

 

 

 

 

 

 

 

 

 

Revenue Breakdown (%)

 

 

 

 

 

 

 

Processing Fees and Other Services

 

61.3

%

61.3

%

 

 

Storage Fees

 

38.7

%

38.7

%

 

 

 

 

 

 

 

 

 

 

New Subscribers (persons)

 

20,601

 

20,815

 

 

 

Total Accumulated Subscribers (persons)

 

682,081

 

770,699

1

 

 

 

Summary — Selected Cash Flow Statement Items

 

 

 

Three Months Ended June 30,

 

(in thousands)

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

Net cash provided by operating activities

 

175,317

 

169,756

 

24,728

 

Net cash used in investing activities

 

(7,126

)

(6,625

)

(965

)

Net cash provided by financing activities

 

 

 

 

 

First Quarter of Fiscal 2020 Financial Results

 

REVENUES. Revenues increased by 16.9% to RMB273.4 million ($39.8 million) in the first quarter of fiscal 2020. The increase was driven by the implementation of new processing fee since April 2019 and the enlarged client base.

 

Despite the impact from the processing fee price hike, the new subscriber number still reached the Company’s target level. As a result, revenues generated from processing fees and other services in the reporting quarter increased by 16.8 %YoY to RMB167.5 million ($24.4 million).

 

As the accumulated subscriber base grew to 770,6991 by the end of June 2019, revenues generated from storage fees increased by 17.1% YoY to RMB105.9 million ($15.4 million) in the reporting quarter. Storage fee revenues accounted for 38.7% of total revenues, which was the same as in the previous year period.

 

GROSS PROFIT. Gross profit for the reporting quarter increased by 19.4% YoY to RMB227.6 million ($33.2 million). Gross margin improved to 83.3% from 81.5% in the prior year period. Such margin improvement was mainly due to the increase in processing fee which exceeded the increase in direct costs such as raw materials and collection costs.

 


 

OPERATING INCOME. As the increase in gross profit was partially offset by the increase in operating expenses, operating income for the reporting quarter increased by 17.8% YoY to RMB112.4 million ($16.4 million). Operating margin increased to 41.1% in the reporting quarter from 40.8% in the prior year period. Depreciation and amortization expenses related to properties, plant and equipment and intangible assets for the first quarter were RMB12.4 million ($1.8 million), compared to RMB13.1 million in the prior year period. Non-GAAP operating income2 improved by 15.0% YoY to RMB124.8 million ($18.2 million).

 

Sales and Marketing Expenses. Sales and marketing expenses for the reporting quarter amounted to RMB60.6 million ($8.8 million) compared to RMB51.4 million in the prior year period. Processing fee upward adjustment combined with lackluster consumer spending required more intense sales and marketing efforts to achieve the Company’s conversion targets. The Company also stepped up its sales force recruitment effort with more hiring. Sales and marketing expenses as a percentage of revenues were 22.2%, compared to 22.0% in the prior year period.

 

General and Administrative Expenses. General and administrative expenses for the reporting quarter amounted to RMB49.9 million ($7.3 million), compared to RMB41.0 million in the prior year period. Higher administrative expenses, staff costs, and legal and professional fees all contributed to the increase in general and administrative expenses. General and administrative expenses as a percentage of revenues was 18.3%, compared to 17.5% of the prior year period.

 

OTHER INCOME AND EXPENSES.

 

Change in Fair Value of Equity Securities. In the first quarter, the Company recognized an increase in fair value of equity securities, or “mark-to-market gains”, of RMB10.0 million ($1.5 million) while a decrease in fair value of equity securities of RMB9.3 million was recorded in the prior year period. Such changes were mainly attributable to the investments in Cordlife Group Limited (“Cordlife”).

 

NET INCOME ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS. As a result of the increase in operating income and the increase in fair value of equity securities, income before income tax for the first quarter increased by 42.1% YoY to RMB129.4 million ($18.9 million). Income tax expense for the reporting quarter was RMB19.5 million ($2.8 million). Net income attributable to the Company’s shareholders for the reporting quarter increased by 47.3% YoY to RMB108.3 million ($15.8 million). Net margin for the first quarter improved by 8 percentage points to 39.6%.

 

EARNINGS PER SHARE. Basic and diluted earnings per ordinary share for the first quarter fiscal 2020 was RMB0.89 ($0.13).

 


 

Recent Developments

 

·                  On June 4, 2019, the board of directors of the Company (the “Board”) received a non-binding proposal letter from Cordlife, a company listed on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX”), pursuant to which Cordlife proposes to combine the businesses of Cordlife and the Company, by way of a statutory merger. According to the letter, Cordlife would issue approximately 2,497.9 million ordinary shares at an issue price of SGD0.5 per ordinary share in exchange for all of the outstanding ordinary shares of the Company at $7.50 per ordinary share. Upon completion of the proposed transaction, the Company’s ordinary shares will be delisted from the New York Stock Exchange and the Cordlife ordinary shares will continue to trade on SGX. On June 5, 2019, the Board formed a special committee of independent directors (the “Special Committee”) who are not affiliated with Cordlife to evaluate such proposal. The Special Committee intends to retain advisors, including an independent financial advisor and U.S. and Cayman Islands legal counsels, to assist it in its work.

 

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

 

Conference Call

 

The Company will host a conference call at 8:00 a.m. ET on Wednesday, August 28, 2019 to discuss its financial performance and give a brief overview of the Company’s recent developments, followed by a question and answer session. Interested parties can access the audio webcast through the Company’s IR website at http://ir.globalcordbloodcorp.com. A replay of the webcast will be accessible two hours after the conference call and available for seven days at the same URL above. Listeners can also access the call by dialing 1-855-824-5644 or 1-646-722-4977 for US callers, or +852-3027-6500 for Hong Kong callers, access code: 62299537#.

 


1 During the three months ended June 30, 2019, 20,815 new subscribers were recruited. The Company reclassified 389 private cord blood units as donated cord blood units during the three months ended June 30, 2019 after the Company determined that the recoverability of these prior private cord blood banking subscribers was remote. Therefore, the Company terminated their subscription services according to the subscription contracts and these units are being treated as if they were donated cord blood units and will be part of the Company’s non-current inventories. Hence, the net accumulated subscriber base was 770,699 as of June 30, 2019.

 

2 See exhibit 3 to this press release for a reconciliation of non-GAAP operating income to exclude the non-cash items related to the depreciation and amortization 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 ended June 30, 2018 and 2019 included depreciation and amortization expenses related to property, plant and equipment and intangible assets of RMB13.1 million and RMB12.4 million ($1.8 million), respectively.

 


 

Use of Non-GAAP Financial Measures

 

GAAP results for the three months ended June 30, 2019 include non-cash items related to the depreciation and amortization expenses. To supplement the Company’s unaudited condensed consolidated financial statements presented on a U.S. GAAP basis, the Company has provided adjusted financial information excluding the impact of these items in this press release. The non-GAAP financial measure represents non-GAAP operating income. Such adjustment is a departure of U.S. GAAP; however, the Company’s management believes that these adjusted measures provide investors with a better understanding of how the results relate to the Company’s historical performance. Also, management uses non-GAAP operating income as a measurement tool for evaluating actual operating performance compared to budget and prior periods. These adjusted measures should not be considered an alternative to operating income, or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. These measures are not necessarily comparable to a similarly titled measure of another company. A reconciliation of the adjustments to U.S. GAAP results appears in exhibit 3 accompanying this press release. This additional adjusted information is not meant to be considered in isolation or as a substitute for U.S. GAAP financials. The adjusted financial information that the Company provides also may differ from the adjusted information provided by other companies.

 

About Global Cord Blood Corporation

 

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

 


 

Safe Harbor Statement

 

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

 

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

 

This announcement contains translations of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars as of and for the period ending June 30, 2019 were made at the noon buying rate of RMB6.8650 to $1.00 on June 28, 2019 in the City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. Global Cord Blood Corporation makes no representation that the Renminbi or U.S. dollar amounts referred to in this press release could have been or could be converted into U.S. dollars or Renminbi, at any particular rate or at all.

 

For more information, please contact:

 

Global Cord Blood Corporation

Investor Relations Department

Tel: (+852) 3605-8180

Email: ir@globalcordbloodcorp.com

 

ICR, Inc.

William Zima

Tel: (+86) 10-6583-7511

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

Email: William.zima@icrinc.com

 


 

EXHIBIT 1

 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31 and June 30, 2019

 

 

 

March 31,

 

June 30,

 

 

 

2019

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,997,861

 

5,162,037

 

751,936

 

Accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB89,634; June 30, 2019: RMB96,587 (US$14,069))

 

96,923

 

96,294

 

14,027

 

Inventories

 

27,612

 

25,352

 

3,694

 

Prepaid expenses and other receivables

 

25,532

 

21,615

 

3,149

 

Total current assets

 

5,147,928

 

5,305,298

 

772,806

 

Property, plant and equipment, net

 

545,340

 

540,986

 

78,803

 

Operating lease right-of-use assets4

 

 

6,365

 

927

 

Non-current deposits

 

236,719

 

242,556

 

35,332

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB74,800; June 30, 2019: RMB74,089 (US$10,792))

 

104,857

 

111,417

 

16,230

 

Inventories

 

77,194

 

78,529

 

11,439

 

Intangible assets, net

 

97,444

 

96,289

 

14,026

 

Investment in equity securities at fair value

 

107,362

 

120,443

 

17,545

 

Other equity investment

 

189,129

 

189,129

 

27,550

 

Deferred tax assets

 

44,981

 

47,473

 

6,915

 

Total assets

 

6,550,954

 

6,738,485

 

981,573

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

33,566

 

28,522

 

4,155

 

Accrued expenses and other payables

 

79,977

 

95,362

 

13,891

 

Operating lease liabilities4

 

 

2,174

 

317

 

Deferred revenue

 

461,986

 

444,402

 

64,734

 

Income tax payable

 

20,113

 

23,728

 

3,456

 

Total current liabilities

 

595,642

 

594,188

 

86,553

 

Non-current deferred revenue

 

2,108,442

 

2,161,478

 

314,855

 

Non-current operating lease liabilities4

 

 

3,491

 

509

 

Other non-current liabilities

 

404,482

 

417,107

 

60,759

 

Deferred tax liabilities

 

19,626

 

19,178

 

2,794

 

Total liabilities

 

3,128,192

 

3,195,442

 

465,470

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Shareholders’ equity of Global Cord Blood Corporation

 

 

 

 

 

 

 

Ordinary shares

 

 

 

 

 

 

 

- US$0.0001 par value, 250,000,000 shares authorized, 121,687,974 and 121,551,075 shares issued and outstanding as of March 31 and June 30, 2019, respectively

 

83

 

83

 

12

 

Additional paid-in capital

 

2,101,582

 

2,101,582

 

306,129

 

Treasury stock, at cost (March 31 and June 30, 2019: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(410

)

Accumulated other comprehensive losses

 

(88,738

)

(78,385

)

(11,418

)

Retained earnings

 

1,407,223

 

1,515,567

 

220,768

 

Total equity attributable to Global Cord Blood Corporation

 

3,417,335

 

3,536,032

 

515,081

 

Non-controlling interests

 

5,427

 

7,011

 

1,022

 

Total equity

 

3,422,762

 

3,543,043

 

516,103

 

Total liabilities and equity

 

6,550,954

 

6,738,485

 

981,573

 

 


4 During the reporting quarter, the Company adopted Accounting Standards Update Topic 842 using a modified retrospective transition approach which resulted in the recognition of right-of-use assets and lease liabilities for operating leases as of April 1, 2019 of approximately RMB6.9 million ($1.0 million) and RMB5.8 million ($0.8 million), respectively.

 


 

EXHIBIT 2

 

GLOBAL CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months ended June 30, 2018 and 2019

 

 

 

Three months ended June 30,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except per share data)

 

Revenues

 

233,821

 

273,375

 

39,822

 

Direct costs

 

(43,158

)

(45,749

)

(6,664

)

Gross profit

 

190,663

 

227,626

 

33,158

 

Operating expenses

 

 

 

 

 

 

 

Research and development

 

(2,791

)

(4,701

)

(685

)

Sales and marketing

 

(51,415

)

(60,637

)

(8,833

)

General and administrative

 

(41,015

)

(49,902

)

(7,269

)

Total operating expenses

 

(95,221

)

(115,240

)

(16,787

)

Operating income

 

95,442

 

112,386

 

16,371

 

Other (expenses)/income, net

 

 

 

 

 

 

 

Interest income

 

5,698

 

6,220

 

906

 

Foreign currency exchange losses

 

(26

)

(28

)

(4

)

Change in fair value of equity securities

 

(9,321

)

9,979

 

1,454

 

Dividend income

 

 

507

 

74

 

Others

 

(759

)

340

 

50

 

Total other (expenses)/income, net

 

(4,408

)

17,018

 

2,480

 

Income before income tax

 

91,034

 

129,404

 

18,851

 

Income tax expense

 

(16,524

)

(19,476

)

(2,837

)

Net income

 

74,510

 

109,928

 

16,014

 

Net income attributable to non-controlling interests

 

(968

)

(1,584

)

(231

)

Net income attributable to Global Cord Blood Corporation’s shareholders

 

73,542

 

108,344

 

15,783

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

- Basic

 

0.61

 

0.89

 

0.13

 

- Diluted

 

0.61

 

0.89

 

0.13

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of nil income taxes

 

 

 

 

 

 

 

- Foreign currency translation adjustments

 

22,880

 

10,353

 

1,508

 

 

 

 

 

 

 

 

 

Comprehensive income

 

97,390

 

120,281

 

17,522

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(968

)

(1,584

)

(231

)

Comprehensive income attributable to Global Cord Blood Corporation’s shareholders

 

96,422

 

118,697

 

17,291

 

 


 

EXHIBIT 3

 

GLOBAL CORD BLOOD CORPORATION

RECONCILIATION OF NON-GAAP OPERATING INCOME

For the Three Months Ended June 30, 2018 and 2019

 

 

 

Three months ended June 30,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands)

 

GAAP amount of operating income

 

95,442

 

112,386

 

16,371

 

Depreciation and amortization expenses5

 

13,145

 

12,445

 

1,813

 

Non-GAAP operating income

 

108,587

 

124,831

 

18,184

 

 


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