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 May, 2020

 

ZHONGCHAO INC.

(Translation of Registrant's name into English)

 

Nanxi Creative Center, Suite 218

841 Yan’an Middle Road

Jing’An District, Shanghai, China 200040

Tel: 021-32205987

(Address of Principal Executive Office)

 

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 ☒ 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): ☐

 

 

 

 

CONTENTS

 

The following exhibit is attached.

 

Exhibit   Description
99.1   Press Release dated May 8, 2020: Zhongchao Inc. Reports Fiscal Year 2019 Financial Results

 

1
 

 

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.

 

  Zhongchao Inc.
     
  By: /s/ Weiguang Yang
  Name: 

Weiguang Yang

Chief Executive Officer

  Title: 

 

Date: May 8, 2020

 

2

 

 

Exhibit 99.1

 

 

Zhongchao Inc. Reports Fiscal Year 2019 Financial Results

 

Revenues grew 15.7% to $14.88 million and net earnings increased 26.7% to $0.19 per share

 

Shanghai, China, May 8, 2020 /PRNewswire/-- Zhongchao Inc. (NASDAQ: ZCMD) (“Zhongchao” or the “Company”), an online provider of healthcare information, professional training and educational services to healthcare professionals and the public in China, announced today its financial results for the fiscal year ended December 31, 2019.

 

Fiscal Year 2019 Financial Highlights

 

   For the Year Ended December 31, 
($ millions, except per share data)  2019   2018   % Change 
Revenues  $14.88   $12.87    15.7%
Gross profit  $10.23   $8.41    21.6%
Gross margin   68.7%   65.4%   3.3 pp 
Income from operations  $3.64   $3.27    11.2%
Operating margin   24.5%   25.5%   -1.0 pp 
Net income attributable to ZCMD  $4.05   $3.02    34.0%
Earnings per share  $0.19   $0.15    26.7%
* pp: percentage points               

 

·Revenues increased by 15.7% to $14.88 million for fiscal year 2019, primarily driven by increased orders from existing NFP customers including contribution from patient-aid projects that we launched during fiscal year 2019.
·Gross profit increased by 21.6% to $10.23 million while gross margin improved by 3.3 percentage points to 68.7% for fiscal year 2019.
·Operating income increased by 11.2%, to $3.64 million for fiscal year 2019, primarily attributable to increased gross profit and partially offset by increased operating expenses.
·Net income attributable to the Company’s shareholders increased by 34.0% to $4.05 million for fiscal year 2019, primarily driven by increased gross profit and government grants and partially offset by increased operating expenses.
·Earnings per share increased by 26.7% to $0.19 for fiscal year 2019 from $0.15 for fiscal year 2018.

 

“We are pleased with the strong financial performance for the fiscal year 2019. Our revenues and earnings per share for 2019 as compared to those for 2018 have increased by 15.7% and 26.7%, respectively. Our 2019 financial results highlight continuing strength in our business as one of the leading online providers of healthcare information, professional training and educational services to healthcare professionals and the public in China,” said Mr. James Yang, Chairman and Chief Executive Officer of Zhongchao.

 

“Our platforms of MDMOOC and Sunshine Health Forums continue to expand, gathering increasing number of subscriptions and click-throughs. This, combined with the continuing shift of the healthcare information, education and training services industry from offline to online, particularly against the backdrop of the COVID-19 pandemic, as well as increasing publicity and strengthened financial condition following our recent Nasdaq listing and Initial Public Offering (the “IPO”), bodes well for us,” concluded Mr. Yang.

1 

 

 

Fiscal Year 2019 Financial Results

 

Revenues

 

For the fiscal year ended December 31, 2019, revenues increased by $2.02 million, or 15.7%, to $14.88 million, as compared to $12.87 million for fiscal year 2018. The increase in revenues was primarily driven by increased orders from existing NFP customers including contribution from patient-aid projects that we launched in the end of 2018.

 

We generate revenues from pharmaceutical enterprise customers and not-for-profit organizations (“NFPs”) customers from design and production of online medical courses, organizing offline medical training services, and other consulting and academic support services.

 

Cost of revenues

 

Cost of revenue increased by $0.20 million, or 4.5%, to $4.66 million for fiscal year 2019 as compared to $4.46 million for fiscal year 2018. The increase of cost of revenues was in line with increased revenues. Cost of revenues was comprised of direct related costs incurred by both online and offline seminars and patient-aid projects, including expenses of travelling and accommodation, seminar site-rental, video production and backdrop production, professional service fees charged by experts, salary and welfare expenses incurred by the key members of the editorial, design and production team, and labor cost for patient-aid projects.

 

Gross profit

 

Gross profit increased by $1.82 million, or 21.6%, to $10.23 million for fiscal year 2019 as compared to $8.41 million for fiscal year 2018. The increase in gross profit was attributable to increased revenues as well as improvement in gross margin.

 

Gross margin increased by 3.3 percentage points to 68.7% for fiscal year 2019 as compared to 65.4% for fiscal year 2018.  The increase in gross margin was related to patient-aid projects that typically incur lower costs than other medical training and education programs.

 

Operating expenses

 

Selling and marketing expenses increased by $0.94 million, or 41.4%, to $3.20 million for fiscal year 2019 as compared to $2.26 million for fiscal year 2018. The increase in selling and marketing expenses was mainly attributable to an increase of $0.68 million in advertising expenses as a result of promoting the Company’s Sunshine Health Forums platform and an increase of $0.20 million in payroll and welfare expenses. As a percentage of total revenues, selling and marketing expenses accounted for 21.5% for fiscal year 2019, as compared to 17.6% for fiscal year 2018.

 

General and administrative expenses increased by $1.09 million, or 77.0%, to $2.52 million for fiscal year 2019 as compared to $1.43 million for fiscal year 2018. The increase in general and administrative expenses was mainly attributable to increase in payroll and welfare expenses as well as professional fees associated with our IPO. General and administrative expenses accounted for 17.0% of the total revenues for fiscal year 2019 as compared to 11.1% for fiscal year 2018.

 

Research and development expenses decreased by $0.59 million, or 40.3%, to $0.86 million for fiscal year 2019 as compared to $1.45 million for fiscal year 2018. The decrease in research and development expenses was mainly attributable to decreased R&D related payroll and welfare expenses as well as software and related intellectual property expenses. As a percentage of total revenues, research and development expenses accounted 5.8% of the total revenues for fiscal year 2019, as compared to 11.3% for fiscal year 2018.

 

Total operating expenses increased by $1.45 million, or 28.2%, to $6.58 million for fiscal year 2019 as compared to$5.13 million for fiscal year 2018. The increase in operating expenses was mainly attributable to increased selling and marketing expenses, and general and administrative expenses, and partially offset by the decreased research and development expenses.

 

Operating income

 

Income from operations increased by $0.37 million, or 11.2%, to $3.64 million for fiscal year 2019 as compared to $3.27 million for fiscal year 2018. The increase in income from operations was primarily attributable to increased gross profit and decreased research and development expenses and partially offset by increased selling and marketing expenses, and general and administrative expenses.

 

Operating margin decreased by 1.0 percentage point to 24.5% for fiscal year 2019 from 25.5% for fiscal year 2018.

2 

 

 

Interest and other income, net

 

Interest income increased by $0.02 million, or 10.4%, to $0.21 million for fiscal year 2019 as compared to $0.19 million for fiscal year 2018.

 

Other income, primarily consisted of government subsidies, netting off against donations made to NFPs, was $0.53 million for fiscal year 2019, compared to $0.04 million for fiscal year 2018. The Company recognized government grants of $0.51 million for development of medical database and online medical lectures sharing application and cloud system in fiscal year 2019.

 

Income before income taxes

 

Income before income taxes increased by $0.89 million, or 25.2%, to $4.39 million for fiscal year 2019 as compared $3.50 million for fiscal year 2018. The increase in income before income taxes was primarily attributable to increased operating income and government grants recognized in fiscal year 2019.

 

Income tax expenses decreased by $0.11 million, or 22.9%, to $0.39 million for fiscal year 2019 as compared $0.50 million for fiscal year 2018. The decrease in income tax expenses was primarily attributable to increased deferred tax benefit from non-deductible advertising expenses which was partially offset by increase in income tax expenses due to increased taxable income for fiscal year 2019.

   

Net income and EPS

 

Net income increased by $1.00 million, or 33.3%, to $4.00 million for fiscal year 2019 as compared to $3.00 million for fiscal year 2018. The increase in net income was primarily driven by increased gross profit and government grants and partially offset by increased operating expenses.

 

Net margin increased by 3.6 percentage points to 26.9% for fiscal year 2019 as compared 23.3% for fiscal year 2018.

 

After deducting for net loss attributable to non-controlling interests, net income attributable to the Company’s shareholders increased by $1.03 million, or 34.0%, to $4.05 million for fiscal year 2019 as compared to $3.02 million for fiscal year 2018.

 

Earnings per share increased by $0.04, or 26.7%, to $0.19 for fiscal year 2019 as compared to $0.15 for fiscal year 2018.

 

Financial Condition

 

As of December 31, 2019, the Company had cash, cash equivalents and short-term investments of $7.83 million, compared to $9.08 million as of December 31, 2018. Accounts receivable were $5.08 million as of December 31, 2019, compared to $1.99 million as of December 31, 2018. Short-term borrowings were $nil and $0.73 million, as of December 31, 2019 and 2018, respectively. Working capital was $12.15 million as of December 31, 2019, compared to $10.23 million as of December 31, 2018.

 

Net cash provided by operating activities was $1.41 million for fiscal year 2019, compared to $1.31 million for fiscal year 2018. Net cash used in investing activities was $0.20 million for fiscal year 2019, compared to $0.50 million for fiscal year 2018. Net cash used in financing activities was $1.19 million for fiscal year 2019, compared to net cash provided by financing activities of $4.34 million for fiscal year 2018.

 

Recent Developments

On April 24, 2020, the Company announced the launch of virtual seminar series (the “Virtual Seminar Series”) aiming to connect global healthcare professionals through knowledge and experience sharing in their fight against the COVID-19 (“coronavirus”) pandemic. The Virtual Seminar Series was jointly hosted by the Beijing Medical and Health Foundation. The first panel session on neonatology was held on April 24, 2020 and jointly moderated by Dr. Lizhong Du, a renowned neonatologist and professor at Zhejiang University of China, and Dr. Anna Lavizzari, professor of Neonatal and Perinatology at University of Milan of Italy, with panelists from 7 countries including Brazil, China, Italy, Norway, Poland, Spain and Turkey.

 

On April 1, 2020, the Company announced that Sunshine Health Forums, the Company’s online portal providing healthcare and wellness knowledge to the general public, hit a major milestone with accumulative subscribers and click-throughs (since its launch in mid-2016) exceeding 5.1 million and 1.3 billion, respectively, by the end of March.

 

3 

 

On March 23, 2020, the Company provided an update regarding the impact of COVID-19 on its operations and announced it has successfully developed and launched coronavirus curriculum with over 60 courses covering a wide range of medical specialties including anesthesiology, surgery, oncology, obstetrics and gynecology, pediatrics, infectious disease, respirology, critical medicine and psychiatry. The Curriculum includes both free online courses developed independently by the Company and customized courses developed through partnership/sponsorship with leading pharmaceutical companies and not-for-profit organizations, including Sanofi Pasteur, Fresenius Kabi, Johnson & Johnson, Lundbeck, Boehringer Ingelheim, Chinese Journal of Anesthesiology, Chinese Journal of Surgery, obgy.cn, China Association of Health Promotion and Education, and the Chinese Society of Psychiatry.

 

On March 2, 2020, the Company announced that Network 1 Financial Securities, Inc., who acted as the lead underwriter and bookrunner of the Company’s IPO, had partially exercised their over-allotment option and purchased an additional 315,003 Class A ordinary shares at the IPO price of $4.00 per share. As a result, the Company raised gross proceeds of approximately $1.26 million, in addition to the previously announced IPO gross proceeds of $12.0 million, or combined gross proceeds in this IPO of approximately $13.26 million, before underwriting discounts and commissions and offering expenses.

 

On February 21, 2020, the Company announced the pricing of its IPO of 3,000,000 Class A ordinary shares at a public offering price of $4.00 per share, generating gross proceeds of approximately $12.0 million, and net proceeds of approximately $9.97 million. The shares began trading on the NASDAQ Capital Market on February 24, 2020, under the ticker symbol “ZCMD”. The offering was closed on February 26, 2020.

 

About Zhongchao Inc.

 

Incorporated in 2012 with headquarter offices in Shanghai and Beijing, China, Zhongchao Inc. is an online provider of healthcare information, professional training and educational services to healthcare professionals under its “MDMOOC” platform (www.mdmooc.org) and to the public under its “Sunshine Health Forums” platform (www.ygjkclass.com) in China. More information about the Company can be found at its investor relations website at http://izcmd.com.

 

Safe Harbor Statement

 

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following:  the Company's goals and strategies; the Company's future business development; product and service demand and acceptance; changes in technology; economic conditions; the growth of the professional training and educational services market in China and the other international markets the Company plans to serve; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC, the length and severity of the recent coronavirus outbreak, including its impacts across our business and operations.  For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

For more information, please contact:

 

At the Company:

Pei Xu, CFO

Email: xupei@mdmooc.org

Phone: +86 21-3220-5987

 

Investor Relations:

Tony Tian, CFA
Weitian Group LLC
Email: ttian@weitianco.com

Phone: +1 732-910-9692

4 

 

ZHONGCHAO INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

For the Years Ended December 31, 2019, 2018 and 2017

(Expressed in U.S. dollar, except for the number of shares)

 

   For the Years Ended
December 31,
 
   2019   2018   2017 
Revenues  $14,882,763   $12,865,870   $9,816,312 
Cost of revenues   (4,655,827)   (4,456,353)   (3,970,068)
Gross Profit   10,226,936    8,409,517    5,846,244 
                
Operating Expenses               
Selling and marketing expenses   (3,196,469)   (2,261,258)   (2,715,201)
General and administrative expenses   (2,524,003)   (1,425,663)   (1,139,165)
Research and development expenses   (864,320)   (1,447,949)   (943,253)
Total Operating Expenses   (6,584,792)   (5,134,870)   (4,797,619)
                
Income from Operations   3,642,144    3,274,647    1,048,625 
                
Interest income, net   211,479    191,609    17,331 
Other income, net   534,020    37,364    275,019 
Income Before Income Taxes   4,387,643    3,503,620    1,340,975 
                
Income tax (expenses) benefits   (387,144)   (502,131)   153,953 
                
Net Income   4,000,499    3,001,489    1,494,928 
                
Net loss attributable to noncontrolling interests   46,171    17,834    34,352 
                
Net Income Attributable to Zhongchao Inc.’s shareholders  $4,046,670   $3,019,323   $1,529,280 
                
Other Comprehensive (Loss) Income               
Foreign currency translation adjustment   (173,604)   (379,520)   228,786 
Comprehensive Income   3,826,895    2,621,969    1,723,714 
                
Total comprehensive loss attributable to noncontrolling interests   46,171    17,834    34,352 
Total comprehensive income attributable to Zhongchao Inc.’s shareholders  $3,873,066   $2,639,803   $1,758,066 
                
Weighted average number of ordinary share outstanding               
Basic and Diluted   21,600,135    20,764,245    19,562,121 
                
Earnings per share               
Basic and Diluted  $0.187   $0.145   $0.078 

 

5 

 

ZHONGCHAO INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2019 and 2018

(Expressed in U.S. dollar, except for the number of shares)

 

   December 31,
2019
   December 31,
2018
 
ASSETS          
Current Assets          
Cash and cash equivalents  $7,832,552   $7,918,675 
Short-term investments   -    1,163,552 
Accounts receivable   5,078,419    1,993,237 
Prepayments   325,496    562,575 
Due from a related party   14,364    - 
Other current assets   1,258,040    923,318 
Total Current Assets   14,508,871    12,561,357 
           
Property and equipment, net   1,889,973    669,905 
Land use rights, net   366,409    392,761 
Intangible assets, net   37,323    44,054 
Right of use assets   245,982    - 
Deferred tax assets   688,994    378,047 
Total Assets  $17,737,552   $14,046,124 
           
LIABILITIES AND EQUITY          
Current Liabilities          
Short-term borrowings  $-   $727,220 
Accounts payable   117,064    23,625 
Advances from customers   73,961    553,409 
Deferred income, current portion   323,192    407,243 
Income tax payable   897,892    288,111 
Operating lease liabilities, current portion   210,219    - 
Accrued expenses and other liabilities   735,334    333,901 
Total Current Liabilities   2,357,662    2,333,509 
           
Deferred income, noncurrent portion   -    327,249 
Operating lease liabilities, noncurrent portion   41,363    - 
Total Liabilities   2,399,025    2,660,758 
           
Commitments and Contingencies          
           
Shareholders’ Equity          
Class A Ordinary Share (par value $0.0001 per share, 450,000,000 shares authorized; 16,102,420 and 16,102,420 shares issued and outstanding at December 31, 2019 and 2018, respectively)*   1,610    1,610 
Class B Ordinary Share (par value $0.0001 per share, 50,000,000 shares authorized; 5,497,715 and 5,497,715 shares issued and outstanding at December 31, 2019 and 2018, respectively)*   550    550 
Additional paid-in capital   12,044,855    11,945,979 
Statutory reserve   415,813    20,539 
Retained earnings (Accumulated deficit)   3,267,087    (384,309)
Accumulated other comprehensive loss   (344,771)   (171,167)
Total Zhongchao Inc.’s Shareholders’ Equity   15,385,144    11,413,202 
           
Noncontrolling interests   (46,617)   (27,836)
Total Shareholders’ Equity   15,338,527    11,385,366 
Total Liabilities and Shareholders’ Equity  $17,737,552   $14,046,124 

 

6 

 

 

ZHONGCHAO INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2019, 2018 and 2017

(Expressed in U.S. dollar, except for the number of shares)

 

    For the Years Ended
December 31,
 
    2019     2018     2017  
Cash Flows from Operating Activities:                  
Net income   $ 4,000,499     $ 3,001,489     $ 1,494,928  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:                        
Depreciation and amortization expenses     102,905       38,699       16,270  
Amortization of right of use assets     159,259       -       -  
Recognition (reversal) of share-based compensation expenses     159,984       (14,483 )     110,940  
Deferred tax (benefits) expenses     (318,087 )     60,975       (153,953 )
Changes in operating assets and liabilities:                        
Accounts receivable     (3,134,065 )     (792,031 )     (777,425 )
Prepayments     231,894       (583,613 )     6,352  
Other current assets     119,523       (659,145 )     (237,676 )
Accounts payable     94,461       (548,507 )     (737,353 )
Advances from customers     (476,261 )     (125,872 )     146,875  
Income tax payable     618,120       296,904       (14,999 )
Accrued expenses and other liabilities     408,725       85,954       (598,809 )
Lease liabilities     (153,616 )     -       -  
Deferred income     (405,321 )     552,277       207,196  
Net Cash Provided by (Used in) Operating Activities     1,408,020       1,312,647       (537,654 )
                         
Cash Flows from Investing Activities:                        
Purchases of property and equipment     (1,312,941 )     (668,067 )     (32,219 )
Payment for land use rights     -       (418,520 )     -  
Purchases of intangible assets     -       -       (49,477 )
Investments in short-term investments     (2,460,879 )     (2,920,260 )     (1,753,763 )
Release from short-term investments     3,618,940       3,502,799       -  
Buy out of a non-controlling interests     (33,718 )     -       -  
Due from a related party     (14,476 )     -       -  
Net Cash Used in Investing Activities     (203,074 )     (504,048 )     (1,835,459 )
                         
Cash Flows from Financing Activities:                        
Capital contribution from shareholders     -       3,580,260       2,732,081  
Proceeds from bank borrowings     -       756,544       -  
Repayment of bank borrowings     (723,788 )     -       -  
Payment of issuance costs relating to initial public offerings     (468,328 )     -       -  
Net Cash (Used in) Provided by Financing Activities     (1,192,116 )     4,336,804       2,732,081  
                         
Effect of exchange rate changes on cash and cash equivalents     (98,953 )     (205,243 )     195,860  
                         
Net (decrease) increase in cash and cash equivalents     (86,123 )     4,940,160       554,828  
Cash and cash equivalents at beginning of year     7,918,675       2,978,515       2,423,687  
Cash and cash equivalents at end of year   $ 7,832,552     $ 7,918,675     $ 2,978,515  
                         
Supplemental Cash Flow Information                        
Cash paid for interest expense   $ 30,312     $ 5,840     $ -  
Cash paid for income tax   $ 87,111     $ 144,252     $ 14,999  
                         
Noncash investing activities                        
Right of use assets obtained in exchange for operating lease obligations   $ 160,424     $ -     $ -  

  

 

7