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 March 2020
Commission File Number: 001-34541
GLOBAL CORD BLOOD CORPORATION
(Translation of registrants 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 Corporations (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 Companys 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 Companys 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 Companys businesses and business environments. These statements reflect the Companys current views with respect to future events and are not a guarantee of future performance. Actual results of the Companys 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: the effects of the current 2019-nCoV outbreak, including the inability of the Companys salesforce to return to work due to current lockdowns implemented in various cities in the PRC and the imposition by some hospitals in the PRC of restrictions on entrance to solely to hospital staff and patients; levels of consumer confidence in the healthcare services sector generally in the PRC as a result of the outbreak; the length of the 2019-nCoV outbreak and severity of such outbreak across the globe; the pace of recovery following the 2019-nCoV outbreak; continued compliance with government regulations regarding cord blood banking in the Peoples 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 Companys different pricing and payment options and reaction to the introduction of the Companys 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 Companys 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 Companys 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 the potential transaction contemplated by such letter, and other relevant risks detailed in the Companys filings with the Securities and Exchange Commission in the United States.
Results of Operations and Financial Condition
Following this cover page are the unaudited condensed consolidated financial results for the three months and nine months ended December 31, 2019 of the Company.
GLOBAL CORD BLOOD CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31 and December 31, 2019
|
|
March 31, |
|
December 31, |
| ||
|
|
2019 |
|
2019 |
| ||
|
|
RMB |
|
RMB |
|
US$ |
|
|
|
(in thousands except share data) |
| ||||
ASSETS |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
4,997,861 |
|
5,386,386 |
|
773,706 |
|
Accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB89,634; December 31, 2019 RMB113,783 (US$16,344)) |
|
96,923 |
|
98,102 |
|
14,091 |
|
Inventories |
|
27,612 |
|
34,368 |
|
4,937 |
|
Prepaid expenses and other receivables |
|
25,532 |
|
28,235 |
|
4,056 |
|
Total current assets |
|
5,147,928 |
|
5,547,091 |
|
796,790 |
|
Property, plant and equipment, net |
|
545,340 |
|
530,368 |
|
76,182 |
|
Operating lease right-of-use assets1 |
|
|
|
5,325 |
|
765 |
|
Non-current deposits |
|
236,719 |
|
347,511 |
|
49,917 |
|
Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB74,800; December 31, 2019: RMB72,573 (US$10,424)) |
|
104,857 |
|
140,817 |
|
20,228 |
|
Inventories |
|
77,194 |
|
82,660 |
|
11,873 |
|
Intangible assets, net |
|
97,444 |
|
93,978 |
|
13,499 |
|
Investment in equity securities at fair value |
|
107,362 |
|
123,416 |
|
17,728 |
|
Other equity investment |
|
189,129 |
|
189,129 |
|
27,167 |
|
Deferred tax assets |
|
44,981 |
|
51,199 |
|
7,354 |
|
Total assets |
|
6,550,954 |
|
7,111,494 |
|
1,021,503 |
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Accounts payable |
|
33,566 |
|
15,615 |
|
2,243 |
|
Accrued expenses and other payables |
|
79,977 |
|
109,408 |
|
15,716 |
|
Operating lease liabilities1 |
|
|
|
3,354 |
|
482 |
|
Deferred revenue |
|
461,986 |
|
436,355 |
|
62,678 |
|
Income tax payable |
|
20,113 |
|
30,358 |
|
4,361 |
|
Total current liabilities |
|
595,642 |
|
595,090 |
|
85,480 |
|
Non-current deferred revenue |
|
2,108,442 |
|
2,260,586 |
|
324,713 |
|
Non-current operating lease liabilities1 |
|
|
|
1,812 |
|
260 |
|
Other non-current liabilities |
|
404,482 |
|
442,388 |
|
63,545 |
|
Deferred tax liabilities |
|
19,626 |
|
18,494 |
|
2,656 |
|
Total liabilities |
|
3,128,192 |
|
3,318,370 |
|
476,654 |
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
Shareholders equity of Global Cord Blood Corporation |
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
|
|
|
|
- US$0.0001 par value, 250,000,000 shares authorized, 121,687,974 and 121,551,075 shares issued and outstanding as of March 31 and December 31, 2019, respectively |
|
83 |
|
83 |
|
12 |
|
Additional paid-in capital |
|
2,101,582 |
|
2,101,582 |
|
301,873 |
|
Treasury stock, at cost (March 31 and December 31, 2019: 136,899 shares, respectively) |
|
(2,815 |
) |
(2,815 |
) |
(404 |
) |
Accumulated other comprehensive losses |
|
(88,738 |
) |
(96,538 |
) |
(13,867 |
) |
Retained earnings |
|
1,407,223 |
|
1,780,933 |
|
255,816 |
|
Total equity attributable to Global Cord Blood Corporation |
|
3,417,335 |
|
3,783,245 |
|
543,430 |
|
Non-controlling interests |
|
5,427 |
|
9,879 |
|
1,419 |
|
Total equity |
|
3,422,762 |
|
3,793,124 |
|
544,849 |
|
Total liabilities and equity |
|
6,550,954 |
|
7,111,494 |
|
1,021,503 |
|
1 Since April 1, 2019, the Company adopted Accounting Standards Update Topic 842 using a modified retrospective transition approach which resulted in the recognition of right-of-use assets and lease liabilities for operating leases as of April 1, 2019 of approximately RMB6.9 million and RMB5.8 million, respectively.
GLOBAL CORD BLOOD CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months and Nine Months Ended December 31, 2018 and 2019
|
|
Three months ended December 31, |
|
Nine months ended December 31, |
| ||||||||
|
|
2018 |
|
2019 |
|
2018 |
|
2019 |
| ||||
|
|
RMB |
|
RMB |
|
US$ |
|
RMB |
|
RMB |
|
US$ |
|
|
|
(in thousands except per share data) |
| ||||||||||
Revenues |
|
254,178 |
|
334,733 |
|
48,082 |
|
735,103 |
|
921,572 |
|
132,376 |
|
Direct costs |
|
(48,231 |
) |
(51,606 |
) |
(7,413 |
) |
(138,652 |
) |
(145,670 |
) |
(20,924 |
) |
Gross profit |
|
205,947 |
|
283,127 |
|
40,669 |
|
596,451 |
|
775,902 |
|
111,452 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
(3,672 |
) |
(6,404 |
) |
(920 |
) |
(10,053 |
) |
(17,504 |
) |
(2,514 |
) |
Sales and marketing |
|
(64,858 |
) |
(75,936 |
) |
(10,908 |
) |
(167,761 |
) |
(201,453 |
) |
(28,938 |
) |
General and administrative |
|
(44,822 |
) |
(47,914 |
) |
(6,882 |
) |
(125,834 |
) |
(147,251 |
) |
(21,152 |
) |
Total operating expenses |
|
(113,352 |
) |
(130,254 |
) |
(18,710 |
) |
(303,648 |
) |
(366,208 |
) |
(52,604 |
) |
Operating income |
|
92,595 |
|
152,873 |
|
21,959 |
|
292,803 |
|
409,694 |
|
58,848 |
|
Other (expenses)/income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
7,168 |
|
6,350 |
|
912 |
|
19,271 |
|
19,072 |
|
2,740 |
|
Foreign currency exchange losses |
|
(2 |
) |
26 |
|
4 |
|
(77 |
) |
(164 |
) |
(24 |
) |
Change in fair value of equity securities |
|
(28,385 |
) |
8,047 |
|
1,156 |
|
(68,651 |
) |
10,983 |
|
1,578 |
|
Dividend income |
|
|
|
|
|
|
|
976 |
|
507 |
|
73 |
|
Others |
|
3,799 |
|
4,515 |
|
649 |
|
2,984 |
|
5,277 |
|
758 |
|
Total other (expenses)/income, net |
|
(17,420 |
) |
18,938 |
|
2,721 |
|
(45,497 |
) |
35,675 |
|
5,125 |
|
Income before income tax |
|
75,175 |
|
171,811 |
|
24,680 |
|
247,306 |
|
445,369 |
|
63,973 |
|
Income tax expense |
|
(13,410 |
) |
(25,644 |
) |
(3,684 |
) |
(44,855 |
) |
(67,207 |
) |
(9,654 |
) |
Net income |
|
61,765 |
|
146,167 |
|
20,996 |
|
202,451 |
|
378,162 |
|
54,319 |
|
Net income attributable to non-controlling interests |
|
(405 |
) |
(1,154 |
) |
(166 |
) |
(2,435 |
) |
(4,452 |
) |
(638 |
) |
Net income attributable to Global Cord Blood Corporations shareholders |
|
61,360 |
|
145,013 |
|
20,830 |
|
200,016 |
|
373,710 |
|
53,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic |
|
0.51 |
|
1.19 |
|
0.17 |
|
1.66 |
|
3.07 |
|
0.44 |
|
- Diluted |
|
0.51 |
|
1.19 |
|
0.17 |
|
1.65 |
|
3.07 |
|
0.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss), net of nil income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
- Foreign currency translation adjustments |
|
828 |
|
(30,953 |
) |
(4,447 |
) |
38,305 |
|
(7,800 |
) |
(1,120 |
) |
Comprehensive income |
|
62,593 |
|
115,214 |
|
16,549 |
|
240,756 |
|
370,362 |
|
53,199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to non-controlling interests |
|
(405 |
) |
(1,154 |
) |
(166 |
) |
(2,435 |
) |
(4,452 |
) |
(638 |
) |
Comprehensive income attributable to Global Cord Blood Corporations shareholders |
|
62,188 |
|
114,060 |
|
16,383 |
|
238,321 |
|
365,910 |
|
52,561 |
|
Other Events
On March 11, 2020, the Company issued a press release announcing unaudited condensed consolidated financial results for the three months and nine months ended December 31, 2019. A copy of the press release is attached as Exhibit 99.1.
Exhibits
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release dated March 11, 2020 |
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: March 11, 2020 |
|
Exhibit 99.1
Global Cord Blood Corporation Reports Financial Results
for the Third Quarter and First Nine Months of Fiscal 2020
3Q20 Added 23,387 New Subscribers
Revenues Up 31.7% YoY to RMB334.7 Million ($48.1 Million)
Operating Income Up 65.1% YoY to RMB152.9 Million ($22.0 Million)
Non-GAAP Operating Income Up 56.7% YoY to RMB165.0 Million ($23.7 Million)
Conference Call to be Held on March 12, 2020, at 8:00 a.m. ET
HONG KONG, China, March 11, 2020 Global Cord Blood Corporation (NYSE: CO) (GCBC or the Company), Chinas 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 third quarter and first nine months of fiscal year 2020 ended December 31, 2019.
Third Quarter of Fiscal 2020 Highlights
· Revenues increased by 31.7% year over year (YoY) to RMB334.7 million ($48.1 million).
· New subscribers and accumulated subscriber base were 23,387 and 815,0001, respectively.
· Gross profit increased by 37.5% YoY to RMB283.1 million ($40.7 million), and gross margin improved from 81.0% in the prior year period to 84.6%.
· Operating income increased by 65.1% YoY to RMB152.9 million ($22.0 million), and operating margin improved from 36.4% in the prior year period to 45.7%.
· Operating income before depreciation and amortization (non-GAAP operating income2) increased by 56.7% YoY to RMB165.0 million ($23.7 million).
· Net income attributable to the Companys shareholders jumped 136.3% to RMB145.0 million ($20.8 million) as a result of the new processing fee pricing and an increase in fair value of equity securities.
· Net cash provided by operating activities was RMB156.0 million ($22.4 million).
First Nine Months of Fiscal 2020 Highlights
· Revenues increased by 25.4% YoY to RMB921.6 million ($132.4 million).
· New subscriber sign-ups were 65,753, and accumulated subscriber base expanded to 815,0001.
· Gross profit increased by 30.1% YoY to RMB776.0 million ($111.5 million).
· Operating income increased by 39.9% YoY to RMB409.7 million ($58.8 million).
· Non-GAAP operating income2 increased by 34.5% YoY to RMB446.7 million ($64.2 million).
· Net income attributable to the Companys shareholders increased by 86.8% to RMB373.7 million ($53.7 million).
· Net cash provided by operating activities for the first nine months of fiscal 2020 was RMB534.0 million ($76.7 million).
Our results this quarter were in line with management expectations despite difficulties we faced from cautious consumer sentiment, said Ms. Ting Zheng, Chairperson and Chief Executive Officer of GCBC. In view of the impact of the coronavirus on the next fiscal quarter and likely the next fiscal year, the uncertainties surrounding updated regulations on the cord blood banking industry in China, and prolonged consumer caution on spending compounded by traditionally soft newborn numbers in the Year of the Mouse, we will remain agile in order to navigate through tough waters in the short term while accelerating our business development activities to expand our service offerings and alleviate business concentration risks.
Summary Third Quarter and First Nine Months Ended December 31, 2018 and 2019
|
|
Three Months Ended December 31, |
|
Nine Months Ended December 31, |
| ||||||||
(in thousands) |
|
2018 |
|
2019 |
|
2018 |
|
2019 |
| ||||
|
|
RMB |
|
RMB |
|
US$ |
|
RMB |
|
RMB |
|
US$ |
|
Revenues |
|
254,178 |
|
334,733 |
|
48,082 |
|
735,103 |
|
921,572 |
|
132,376 |
|
Gross Profit |
|
205,947 |
|
283,127 |
|
40,669 |
|
596,451 |
|
775,902 |
|
111,452 |
|
Operating Income3 |
|
92,595 |
|
152,873 |
|
21,959 |
|
292,803 |
|
409,694 |
|
58,848 |
|
Change in Fair Value of Equity Securities |
|
(28,385 |
) |
8,047 |
|
1,156 |
|
(68,651 |
) |
10,983 |
|
1,578 |
|
Net Income Attributable to the Companys Shareholders |
|
61,360 |
|
145,013 |
|
20,830 |
|
200,016 |
|
373,710 |
|
53,681 |
|
Earnings per Ordinary Share (RMB/US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
0.51 |
|
1.19 |
|
0.17 |
|
1.66 |
|
3.07 |
|
0.44 |
|
Diluted |
|
0.51 |
|
1.19 |
|
0.17 |
|
1.65 |
|
3.07 |
|
0.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues Breakdown (%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Processing Fees and Other Services |
|
61.9 |
% |
65.3 |
% |
|
|
61.5 |
% |
63.6 |
% |
|
|
Storage Fees |
|
38.1 |
% |
34.7 |
% |
|
|
38.5 |
% |
36.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Subscribers (persons) |
|
23,663 |
|
23,387 |
|
|
|
67,172 |
|
65,753 |
|
|
|
Total Accumulated Subscribers (persons) |
|
728,279 |
|
815,000 |
1 |
|
|
728,279 |
|
815,000 |
1 |
|
|
Summary Selected Cash Flow Statement Items
|
|
Three Months Ended December 31, |
|
Nine Months Ended December 31, |
| ||||||||
(in thousands) |
|
2018 |
|
2019 |
|
2018 |
|
2019 |
| ||||
|
|
RMB |
|
RMB |
|
US$ |
|
RMB |
|
RMB |
|
US$ |
|
Net cash provided by operating activities |
|
183,689 |
|
156,031 |
|
22,413 |
|
570,623 |
|
534,042 |
|
76,710 |
|
Net cash used in investing activities |
|
(13,754 |
) |
(139,806 |
) |
(20,082 |
) |
(29,702 |
) |
(145,035 |
) |
(20,833 |
) |
Net cash used in financing activities |
|
|
|
|
|
|
|
(18,173 |
) |
(4,039 |
) |
(580 |
) |
Third Quarter of Fiscal 2020 Financial Results
REVENUES. Revenues increased by 31.7% YoY to RMB334.7 million ($48.1 million) in the third quarter of fiscal 2020. The increase was mainly driven by the implementation of a new processing fee in April 2019 as well as growth in the Companys total subscriber base.
The Company recruited 23,387 new subscribers during the reporting quarter. Revenues generated from processing fees and other services increased by 38.9% YoY to RMB218.5 million ($31.4 million). Revenues from processing fees and other services as a percentage of total revenues was 65.3% compared to 61.9% in the prior year period.
Revenues generated from storage fees increased by 20.0% YoY to RMB116.3 million ($16.7 million) in the reporting quarter. The accumulated subscriber base as of December 31, 2019, reached 815,0001.
GROSS PROFIT. Gross profit for the third quarter increased by 37.5% YoY to RMB283.1 million ($40.7 million). Gross margin improved to 84.6% from 81.0% in the prior year period, mainly driven by the increase in processing fees, while raw material costs continued to rise.
OPERATING INCOME. Operating income for the reporting quarter increased by 65.1% YoY to RMB152.9 million ($22.0 million), mainly driven by margin expansion as a result of new processing pricing and steady storage revenue growth. Operating margin increased by approximately 9 percentage points YoY to 45.7%. Depreciation and amortization expenses for the third quarter were RMB12.1 million ($1.7 million) compared to RMB12.7 million in the same period last year. Non-GAAP operating income2 increased by 56.7% YoY to RMB165.0 million ($23.7 million) in the reporting quarter.
Research and Development Expenses. Research and development expenses amounted to RMB6.4 million ($0.9 million) compared to RMB3.7 million in the prior year period as the Company continued to advance its services through improved technology.
Sales and Marketing Expenses. Sales and marketing expenses increased by 17.1% YoY to RMB75.9 million ($10.9 million). The Company continued to strengthen its sales teams through new recruits and awards under its incentive schemes. In the reporting quarter, higher marketing and promotion spending was incurred as the Company dedicated more resources to promote public awareness among potential clients. Sales and marketing expenses as a percentage of revenues was 22.7%, down by 2.8 percentage points from the prior year period but up by 2.0 percentage points from the previous quarter.
General and Administrative Expenses. General and administrative expenses amounted to RMB47.9 million ($6.9 million) compared to RMB44.8 million in the same quarter last year as the increase in labor costs outgrew cost savings mechanisms and lower provisions. General and administrative expenses as a percentage of revenues declined by 3.3 percentage points YoY to 14.3% in the reporting quarter.
OTHER INCOME AND EXPENSES.
Change in Fair Value of Equity Securities. In the third quarter, the Company recognized an increase in fair value of equity securities, or mark-to-market gain, of RMB8.0 million ($1.2 million) compared to the mark-to-market loss of RMB28.4 million in the prior year period. The changes were mainly attributable to the valuation of the Companys investments in equity securities.
NET INCOME ATTRIBUTABLE TO THE COMPANYS SHAREHOLDERS. As a result of the new processing fee pricing and an increase in fair value of equity securities, income before income tax for the third quarter increased by 128.5% YoY to RMB171.8 million ($24.7 million). Income tax expense was RMB25.6 million ($3.7 million). Net income attributable to the Companys shareholders increased by 136.3% YoY to RMB145.0 million ($20.8 million). Net margin for the reporting quarter improved to 43.3% from 24.1% in the prior year period.
EARNINGS PER SHARE. Basic and diluted earnings per ordinary share for the third quarter of fiscal 2020 was RMB1.19 ($0.17).
First Nine Months of Fiscal 2020 Financial Results
For the first nine months of fiscal year 2020, total revenues increased by 25.4% YoY to RMB921.6 million ($132.4 million). The increase was mainly attributable to the new processing fee as well as an increase in the Companys storage fee revenues from its accumulated subscriber base. Revenues from processing fees and other services increased by 29.6% YoY to RMB586.4 million ($84.3 million), and revenues from storage fees increased by 18.5% YoY to RMB335.2 million ($48.1 million). Gross profit increased by 30.1% YoY to RMB775.9 million ($111.5 million). Operating income increased by 39.9% YoY to RMB409.7 million ($58.8 million). Non-GAAP operating income2 increased by 34.5% YoY to RMB446.7 million ($64.2 million). Net income attributable to the Companys shareholders improved by 86.8% to RMB373.7 million ($53.7 million). Basic and diluted earnings per ordinary share was RMB3.07 ($0.44). Net cash provided by operating activities in the first nine months of fiscal 2020 was RMB534.0 million ($76.7 million).
Recent Developments
· On June 4, 2019, the board of directors of the Company (the Board) received a non-binding proposal letter from Cordlife Group Limited (Cordlife), a company listed on the Mainboard of the Singapore Exchange Securities Trading Limited (SGX), pursuant to which Cordlife proposed 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 Companys ordinary shares would be delisted from the New York Stock Exchange, and Cordlife ordinary shares would continue to trade on the 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.
On November 11, 2019, the Company appointed Mr. Jack Chow as an independent non-executive director (INED) of the Board. Mr. Chow has extensive professional experience and a broad network in the finance and investment industry. He replaced Mr. Mark Chen as a member of the Audit Committee and Ms. Jennifer Weng as a member of the Special Committee. Mr. Chow also joined the Boards Compensation Committee and Nominating and Corporate Governance Committee.
On February 6, 2020, the Company appointed Mr. Jacky Cheng as an INED of the Board. Mr. Cheng has extensive professional experience and knowledge in legal and compliance and Chinese laws. He joined the Boards Compensation Committee as a member and the Companys Special Committee as a member. Currently, the Special Committee is composed of four members, including Mr. Mark Chen, Dr. Ken Lu, Mr. Jack Chow, and Mr. Jacky Cheng.
· The Company cautions its shareholders and others considering trading its ordinary shares that no decisions have been made with respect to the Companys response to the proposed transaction with Cordlife. The proposed transaction is still subject to various conditions, including but not limited to, completion of due diligence, parties entering into a definitive agreement, and/or each of Cordlife and the Company obtaining its relevant regulatory and shareholder approvals. 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 Thursday, March 12, 2020, to discuss its financial performance and give a brief overview of the Companys recent developments, followed by a question and answer session. Interested parties can access the audio webcast through the Companys IR website at http://ir.globalcordbloodcorporation.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 1-646-722-4977 or 1-855-824-5644 for US callers, or +852-3027-6500 for Hong Kong callers, access code: 66192143#.
1 During the three months and nine months ended December 31, 2019, 23,387 and 65,753 new subscribers were recruited, respectively. The Company reclassified 199 and 1,026 private cord blood units as donated cord blood units during the three months and nine months ended December 31, 2019, respectively, after the Company determined that the recoverability of these prior private cord blood banking subscribers was remote. Therefore, the Company terminated their subscription services according to the subscription contracts and these units are being treated as if they were donated cord blood units and will be part of the Companys non-current inventories. Hence, the net accumulated subscriber base was 815,000 as of December 31, 2019.
2 See exhibit 3 to this press release for a reconciliation of non-GAAP operating income to exclude the non-cash items related to the depreciation and amortization 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 December 31, 2018 and 2019 included depreciation and amortization expenses related to property, plant and equipment and intangible assets of RMB12.7 million and RMB12.1 million ($1.7 million), respectively. The reported operating income for the nine months ended December 31, 2018 and 2019 included depreciation and amortization expenses related to property, plant and equipment and intangible assets of RMB39.3 million and RMB37.0 million ($5.3 million), respectively.
Use of Non-GAAP Financial Measures
GAAP results for the three months and nine months ended December 31, 2019, include non-cash items related to depreciation and amortization expenses. To supplement the Companys 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 Companys management believes that these adjusted measures provide investors with a better understanding of how the results relate to the Companys 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. Global Cord Blood Corporation provides cord blood collection, laboratory testing, hematopoietic stem cell processing and stem cell storage services. For more information, please visit the Companys website at: http://www.globalcordbloodcorporation.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 Companys 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 Companys 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 Companys businesses and business environments. These statements reflect the Companys current views with respect to future events and are not a guarantee of future performance. Actual results of the Companys 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: the effects of the current 2019-nCoV outbreak, including the inability of the Companys salesforce to return to work due to current lockdowns implemented in various cities in the PRC and the imposition by some hospitals in the PRC of restrictions on entrance to solely to hospital staff and patients; levels of consumer confidence in the healthcare services sector generally in the PRC as a result of the outbreak; the length of the 2019-nCoV outbreak and severity of such outbreak across the globe; the pace of recovery following the 2019-nCoV outbreak; continued compliance with government regulations regarding cord blood banking in the Peoples 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 Companys different pricing and payment options and reaction to the introduction of the Companys 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 Companys 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 Companys 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 the potential transaction contemplated by such letter, and other relevant risks detailed in the Companys 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 ended December 31, 2019 were made at the noon buying rate of RMB6.9618 to $1.00 on December 31, 2019 in the City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. Global Cord Blood Corporation makes no representation that the Renminbi or U.S. dollar amounts referred to in this press release could have been or could be converted into U.S. dollars or Renminbi, at any particular rate or at all.
For more information, please contact:
Global Cord Blood Corporation
Investor Relations Department
Tel: (+852) 3605-8180
Email: [email protected]
ICR, Inc.
William Zima
Tel: (+86) 10-6583-7511
U.S. Tel: (646) 405-5185
Email: [email protected]
EXHIBIT 1
GLOBAL CORD BLOOD CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As of March and December 31, 2019
|
|
March 31, |
|
December 31, |
| ||
|
|
2019 |
|
2019 |
| ||
|
|
RMB |
|
RMB |
|
US$ |
|
|
|
(in thousands except share data) |
| ||||
ASSETS |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
4,997,861 |
|
5,386,386 |
|
773,706 |
|
Accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB89,634; December 31, 2019: RMB113,783 (US$16,344)) |
|
96,923 |
|
98,102 |
|
14,091 |
|
Inventories |
|
27,612 |
|
34,368 |
|
4,937 |
|
Prepaid expenses and other receivables |
|
25,532 |
|
28,235 |
|
4,056 |
|
Total current assets |
|
5,147,928 |
|
5,547,091 |
|
796,790 |
|
Property, plant and equipment, net |
|
545,340 |
|
530,368 |
|
76,182 |
|
Operating lease right-of-use assets4 |
|
|
|
5,325 |
|
765 |
|
Non-current deposits |
|
236,719 |
|
347,511 |
|
49,917 |
|
Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB74,800; December 31, 2019: RMB72,573 (US$10,424)) |
|
104,857 |
|
140,817 |
|
20,228 |
|
Inventories |
|
77,194 |
|
82,660 |
|
11,873 |
|
Intangible assets, net |
|
97,444 |
|
93,978 |
|
13,499 |
|
Investment in equity securities at fair value |
|
107,362 |
|
123,416 |
|
17,728 |
|
Other equity investment |
|
189,129 |
|
189,129 |
|
27,167 |
|
Deferred tax assets |
|
44,981 |
|
51,199 |
|
7,354 |
|
Total assets |
|
6,550,954 |
|
7,111,494 |
|
1,021,503 |
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Accounts payable |
|
33,566 |
|
15,615 |
|
2,243 |
|
Accrued expenses and other payables |
|
79,977 |
|
109,408 |
|
15,716 |
|
Operating lease liabilities4 |
|
|
|
3,354 |
|
482 |
|
Deferred revenue |
|
461,986 |
|
436,355 |
|
62,678 |
|
Income tax payable |
|
20,113 |
|
30,358 |
|
4,361 |
|
Total current liabilities |
|
595,642 |
|
595,090 |
|
85,480 |
|
Non-current deferred revenue |
|
2,108,442 |
|
2,260,586 |
|
324,713 |
|
Non-current operating lease liabilities4 |
|
|
|
1,812 |
|
260 |
|
Other non-current liabilities |
|
404,482 |
|
442,388 |
|
63,545 |
|
Deferred tax liabilities |
|
19,626 |
|
18,494 |
|
2,656 |
|
Total liabilities |
|
3,128,192 |
|
3,318,370 |
|
476,654 |
|
EQUITY |
|
|
|
|
|
|
|
Shareholders equity of Global Cord Blood |
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
|
|
|
|
- US$0.0001 par value, 250,000,000 shares authorized, 121,687,974 and 121,551,075 shares issued and outstanding as of March 31 and December 31, 2019, respectively |
|
83 |
|
83 |
|
12 |
|
Additional paid-in capital |
|
2,101,582 |
|
2,101,582 |
|
301,873 |
|
Treasury stock, at cost (March 31 and December 31, 2019: 136,899 shares, respectively) |
|
(2,815 |
) |
(2,815 |
) |
(404 |
) |
Accumulated other comprehensive losses |
|
(88,738 |
) |
(96,538 |
) |
(13,867 |
) |
Retained earnings |
|
1,407,223 |
|
1,780,933 |
|
255,816 |
|
Total equity attributable to Global Cord Blood |
|
3,417,335 |
|
3,783,245 |
|
543,430 |
|
Non-controlling interests |
|
5,427 |
|
9,879 |
|
1,419 |
|
Total equity |
|
3,422,762 |
|
3,793,124 |
|
544,849 |
|
Total liabilities and equity |
|
6,550,954 |
|
7,111,494 |
|
1,021,503 |
|
4 Since April 1, 2019, the Company adopted Accounting Standards Update Topic 842 using a modified retrospective transition approach which resulted in the recognition of right-of-use assets and lease liabilities for operating leases as of April 1, 2019 of approximately RMB6.9 million and RMB5.8 million, respectively.
EXHIBIT 2
GLOBAL CORD BLOOD CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months and Nine Months Ended December 31, 2018 and 2019
|
|
Three months ended December 31, |
|
Nine months ended December 31, |
| ||||||||
|
|
2018 |
|
2019 |
|
2018 |
|
2019 |
| ||||
|
|
RMB |
|
RMB |
|
US$ |
|
RMB |
|
RMB |
|
US$ |
|
|
|
(in thousands except per share data) |
| ||||||||||
Revenues |
|
254,178 |
|
334,733 |
|
48,082 |
|
735,103 |
|
921,572 |
|
132,376 |
|
Direct costs |
|
(48,231 |
) |
(51,606 |
) |
(7,413 |
) |
(138,652 |
) |
(145,670 |
) |
(20,924 |
) |
Gross profit |
|
205,947 |
|
283,127 |
|
40,669 |
|
596,451 |
|
775,902 |
|
111,452 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
(3,672 |
) |
(6,404 |
) |
(920 |
) |
(10,053 |
) |
(17,504 |
) |
(2,514 |
) |
Sales and marketing |
|
(64,858 |
) |
(75,936 |
) |
(10,908 |
) |
(167,761 |
) |
(201,453 |
) |
(28,938 |
) |
General and administrative |
|
(44,822 |
) |
(47,914 |
) |
(6,882 |
) |
(125,834 |
) |
(147,251 |
) |
(21,152 |
) |
Total operating expenses |
|
(113,352 |
) |
(130,254 |
) |
(18,710 |
) |
(303,648 |
) |
(366,208 |
) |
(52,604 |
) |
Operating income |
|
92,595 |
|
152,873 |
|
21,959 |
|
292,803 |
|
409,694 |
|
58,848 |
|
Other (expenses)/income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
7,168 |
|
6,350 |
|
912 |
|
19,271 |
|
19,072 |
|
2,740 |
|
Foreign currency exchange losses |
|
(2 |
) |
26 |
|
4 |
|
(77 |
) |
(164 |
) |
(24 |
) |
Change in fair value of equity securities |
|
(28,385 |
) |
8,047 |
|
1,156 |
|
(68,651 |
) |
10,983 |
|
1,578 |
|
Dividend income |
|
|
|
|
|
|
|
976 |
|
507 |
|
73 |
|
Others |
|
3,799 |
|
4,515 |
|
649 |
|
2,984 |
|
5,277 |
|
758 |
|
Total other (expenses)/income, net |
|
(17,420 |
) |
18,938 |
|
2,721 |
|
(45,497 |
) |
35,675 |
|
5,125 |
|
Income before income tax |
|
75,175 |
|
171,811 |
|
24,680 |
|
247,306 |
|
445,369 |
|
63,973 |
|
Income tax expense |
|
(13,410 |
) |
(25,644 |
) |
(3,684 |
) |
(44,855 |
) |
(67,207 |
) |
(9,654 |
) |
Net income |
|
61,765 |
|
146,167 |
|
20,996 |
|
202,451 |
|
378,162 |
|
54,319 |
|
Net income attributable to non-controlling interests |
|
(405 |
) |
(1,154 |
) |
(166 |
) |
(2,435 |
) |
(4,452 |
) |
(638 |
) |
Net income attributable to Global Cord Blood Corporations shareholders |
|
61,360 |
|
145,013 |
|
20,830 |
|
200,016 |
|
373,710 |
|
53,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic |
|
0.51 |
|
1.19 |
|
0.17 |
|
1.66 |
|
3.07 |
|
0.44 |
|
- Diluted |
|
0.51 |
|
1.19 |
|
0.17 |
|
1.65 |
|
3.07 |
|
0.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss), net of nil income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
- Foreign currency translation adjustments |
|
828 |
|
(30,953 |
) |
(4,447 |
) |
38,305 |
|
(7,800 |
) |
(1,120 |
) |
Comprehensive income |
|
62,593 |
|
115,214 |
|
16,549 |
|
240,756 |
|
370,362 |
|
53,199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to non-controlling interests |
|
(405 |
) |
(1,154 |
) |
(166 |
) |
(2,435 |
) |
(4,452 |
) |
(638 |
) |
Comprehensive income attributable to Global Cord Blood Corporations shareholders |
|
62,188 |
|
114,060 |
|
16,383 |
|
238,321 |
|
365,910 |
|
52,561 |
|
EXHIBIT 3
GLOBAL CORD BLOOD CORPORATION
RECONCILIATION OF NON-GAAP OPERATING INCOME
For the Three Months and Nine Months Ended December 31, 2018 and 2019
|
|
Three months ended |
|
Nine months ended |
| ||||||||
|
|
2018 |
|
2019 |
|
2018 |
|
2019 |
| ||||
|
|
RMB |
|
RMB |
|
US$ |
|
RMB |
|
RMB |
|
US$ |
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
| ||
GAAP amount of operating income |
|
92,595 |
|
152,873 |
|
21,959 |
|
292,803 |
|
409,694 |
|
58,848 |
|
Depreciation and amortization expenses5 |
|
12,737 |
|
12,140 |
|
1,744 |
|
39,274 |
|
37,040 |
|
5,320 |
|
Non-GAAP operating income |
|
105,332 |
|
165,013 |
|
23,703 |
|
332,077 |
|
446,734 |
|
64,168 |
|
5 Depreciation and amortization expenses relate to property, plant and equipment and intangible assets respectively.