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 February 2014

 

Commission File Number: 001-34541

 

CHINA CORD BLOOD CORPORATION

(Translation of registrant’s name into English)

 

48th Floor, Bank of China Tower

1 Garden Road

Central

Hong Kong S.A.R.

(Address of Principal Executive Offices)

 

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

 

Form 20-F x                                                                      Form 40-F o

 

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

 

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

 

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

 

Yes o                                                                                                             No x

 

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

 

 

 



 

EXPLANATORY NOTE

 

This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or China Cord Blood Corporation’s (the “Company”) future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company’s expectations are as of the date of this Report on Form 6-K, and the Company does not intend to update any of the forward-looking statements after the date of this Report on Form 6-K to confirm 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 implementing effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; the availability of capital resources, including in the form of capital markets financing opportunities, in light of industry developments affecting issuers that have pursued a “reverse merger” with an operating company based in the PRC, as well as general economic conditions; compliance with restrictive debt covenants under the Company’s senior convertible notes; and other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission.

 

2



 

Results of Operations and Financial Condition

 

Following this cover page are the preliminary unaudited condensed consolidated financial results for the three months and nine months ended December 31, 2013 of the Company.

 

3



 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31 and December 31, 2013

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2013

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

1,494,099

 

1,754,558

 

289,832

 

Accounts receivable, less allowance for doubtful accounts
(March 31, 2013: RMB14,112; December 31, 2013: RMB17,137)

 

73,076

 

86,361

 

14,266

 

Inventories

 

10,265

 

23,319

 

3,852

 

Prepaid expenses and other receivables

 

11,602

 

20,991

 

3,466

 

Debt issuance costs

 

3,678

 

3,587

 

593

 

Deferred tax assets

 

5,454

 

6,493

 

1,073

 

Total current assets

 

1,598,174

 

1,895,309

 

313,082

 

Property, plant and equipment, net

 

468,272

 

600,413

 

99,182

 

Non-current prepayments

 

212,633

 

210,582

 

34,786

 

Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2013: RMB36,361; December 31, 2013: RMB36,817)

 

249,370

 

234,838

 

38,792

 

Inventories

 

39,730

 

46,228

 

7,636

 

Intangible assets, net

 

125,170

 

121,704

 

20,104

 

Available-for-sale equity securities

 

88,404

 

149,408

 

24,680

 

Other investment

 

189,129

 

189,129

 

31,242

 

Debt issuance costs

 

11,667

 

8,676

 

1,433

 

Deferred tax assets

 

3,727

 

1,416

 

234

 

Total assets

 

2,986,276

 

3,457,703

 

571,171

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Bank loan

 

50,000

 

60,000

 

9,911

 

Accounts payable

 

9,890

 

11,999

 

1,982

 

Accrued expenses and other payables

 

84,006

 

88,136

 

14,560

 

Deferred revenue

 

172,328

 

180,767

 

29,861

 

Amounts due to related parties

 

11,241

 

12,146

 

2,006

 

Income tax payable

 

4,983

 

2,444

 

404

 

Deferred tax liabilities

 

 

2,600

 

429

 

Total current liabilities

 

332,448

 

358,092

 

59,153

 

Convertible notes

 

751,781

 

761,816

 

125,843

 

Non-current deferred revenue

 

530,258

 

750,213

 

123,926

 

Other non-current liabilities

 

107,158

 

150,390

 

24,843

 

Deferred tax liabilities

 

23,168

 

26,866

 

4,438

 

Total liabilities

 

1,744,813

 

2,047,377

 

338,203

 

 

4



 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31 and December 31, 2013 - (continued)

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2013

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

EQUITY

 

 

 

 

 

 

 

Shareholders’ equity of China Cord Blood Corporation

 

 

 

 

 

 

 

Ordinary shares

 

 

 

 

 

 

 

- US$0.0001 par value, 250,000,000 shares authorized, 73,140,147 shares issued and 73,003,248 shares outstanding as of March 31, 2013 and December 31, 2013, respectively

 

50

 

50

 

8

 

Additional paid-in capital

 

798,221

 

798,221

 

131,857

 

Treasury stock, at cost
(March 31, 2013 and December 31, 2013: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(465

)

Accumulated other comprehensive income

 

18,256

 

94,295

 

15,576

 

Retained earnings

 

423,420

 

515,784

 

85,201

 

Total equity attributable to China Cord Blood Corporation

 

1,237,132

 

1,405,535

 

232,177

 

Non-controlling interests

 

4,331

 

4,791

 

791

 

Total equity

 

1,241,463

 

1,410,326

 

232,968

 

Total liabilities and equity

 

2,986,276

 

3,457,703

 

571,171

 

 

5



 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Nine Months ended December 31, 2012 and 2013

 

 

 

Three months ended December 31,

 

Nine months ended December 31,

 

 

 

2012

 

2013

 

2012

 

2013

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

149,320

 

150,586

 

24,875

 

393,112

 

420,942

 

69,534

 

Direct costs

 

(28,268

)

(27,032

)

(4,465

)

(79,714

)

(78,884

)

(13,031

)

Gross profit

 

121,052

 

123,554

 

20,410

 

313,398

 

342,058

 

56,503

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(2,087

)

(2,401

)

(397

)

(6,210

)

(7,234

)

(1,195

)

Sales and marketing

 

(24,831

)

(28,217

)

(4,661

)

(67,568

)

(84,274

)

(13,921

)

General and administrative

 

(27,009

)

(27,193

)

(4,492

)

(81,053

)

(82,637

)

(13,651

)

Total operating expenses

 

(53,927

)

(57,811

)

(9,550

)

(154,831

)

(174,145

)

(28,767

)

Operating income

 

67,125

 

65,743

 

10,860

 

158,567

 

167,913

 

27,736

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

3,874

 

3,761

 

621

 

11,062

 

12,255

 

2,024

 

Interest expense

 

(23,762

)

(21,866

)

(3,612

)

(48,027

)

(53,085

)

(8,769

)

Exchange loss

 

(1,010

)

(194

)

(32

)

(959

)

(249

)

(41

)

Dividend income

 

2,265

 

1,189

 

196

 

4,685

 

9,911

 

1,637

 

Others

 

45

 

603

 

100

 

(721

)

1,647

 

272

 

Total other expense, net

 

(18,588

)

(16,507

)

(2,727

)

(33,960

)

(29,521

)

(4,877

)

Income before income tax

 

48,537

 

49,236

 

8,133

 

124,607

 

138,392

 

22,859

 

Income tax expense

 

(13,259

)

(14,489

)

(2,393

)

(28,060

)

(45,568

)

(7,527

)

Net income

 

35,278

 

34,747

 

5,740

 

96,547

 

92,824

 

15,332

 

Net income attributable to non-controlling interests

 

(1,647

)

(193

)

(32

)

(7,128

)

(460

)

(76

)

Net income attributable to China Cord Blood Corporation’s shareholders

 

33,631

 

34,554

 

5,708

 

89,419

 

92,364

 

15,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.42

 

0.41

 

0.07

 

1.17

 

1.14

 

0.19

 

- Diluted

 

0.42

 

0.41

 

0.07

 

1.17

 

1.14

 

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

- Net effect of foreign currency translation, net of nil tax

 

784

 

2,391

 

395

 

(1,640

)

11,985

 

1,980

 

- Net unrealized (loss)/gain in available-for-sale equity securities, net of nil tax

 

(1,193

)

(19,504

)

(3,222

)

(21,143

)

64,054

 

10,581

 

Comprehensive income

 

34,869

 

17,634

 

2,913

 

73,764

 

168,863

 

27,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(1,646

)

(193

)

(32

)

(7,105

)

(460

)

(76

)

Comprehensive income attributable to China Cord Blood Corporation’s shareholders

 

33,223

 

17,441

 

2,881

 

66,659

 

168,403

 

27,817

 

 

6



 

Other Events

 

On February 24, 2014, the Company issued a press release announcing preliminary unaudited condensed consolidated financial results for the three months and nine months ended December 31, 2013. A copy of the press release is attached as Exhibit 99.1.

 

Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release, dated February 24, 2014

 

7



 

SIGNATURES

 

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

 

 

CHINA CORD BLOOD CORPORATION

 

 

 

 

By:

/s/ Albert Chen

 

Name:

Albert Chen

 

Title:

Chief Financial Officer

 

 

 

Dated: February 24, 2014

 

 

 

8


Exhibit 99.1

 

 

China Cord Blood Corporation Reports Financial Results

for the Third Quarter and First Nine Months of Fiscal 2014

 

3Q14 New Subscribers Reached 16,317

3Q14 Revenue Increased to RMB150.6 Million

3Q14 Gross Profit Up 2.1% YOY to RMB123.6 Million

Conference Call to be Held February 25, 2014 at 8:00 a.m. ET

 

HONG KONG, China, February 24, 2014 — China Cord Blood Corporation (NYSE: CO) (“CCBC” or the “Company”), China’s leading provider of cord blood collection, laboratory testing, hematopoietic stem cell processing, and stem cell storage services, today announced its preliminary unaudited financial results for the third quarter and first nine months of fiscal year 2014, which ended December 31, 2013.

 

Fiscal 2014 Third Quarter Highlights

 

·                  Revenues for the third quarter of fiscal 2014 increased 0.8% year-over-year to RMB150.6 million ($24.9 million).

·                  New subscriber sign-ups and accumulated subscriber base reached 16,317 and 359,487, respectively.

·                  Gross profit increased by 2.1% year-over-year to RMB123.6 million ($20.4 million) from RMB121.1 million in the prior year period.

·                  Gross margin increased to 82.0%, compared to 81.1% in the prior year period.

·                  Operating income was RMB65.7 million ($10.9 million).

·                  Interest expense amounted to RMB21.9 million ($3.6 million), which was largely attributable to the convertible notes issued during fiscal 2013.

·                  Net income attributable to the Company’s shareholders increased by 2.7% to RMB34.6 million ($5.7 million) from RMB33.6 million in the prior year period.

·                  Operating cash flow for the quarter increased to RMB169.0 million ($27.9 million), compared to RMB144.1 million in the prior year period.

 

Fiscal 2014 Nine Month Highlights

 

·                  Revenues for the first nine months of fiscal 2014 increased 7.1% to RMB420.9 million ($69.5 million) from RMB393.1 million in the prior year period.

·                  New subscriber sign-ups reached 47,505 and accumulated subscriber base expanded to 359,487.

·                  Gross profit increased by 9.1% year-over-year to RMB342.1 million ($56.5 million).

·                  Operating income increased 5.9% year-over-year to RMB167.9 million ($27.7 million).

·                  Interest expense amounted to RMB53.1 million ($8.8 million), compared to RMB48.0 million in the prior year period.

·                  Net income attributable to the Company’s shareholders increased 3.3% to RMB92.4 million ($15.3 million), up from RMB89.4 million in the prior year period.

·                  Operating cash flow for the first nine months of fiscal 2014 was RMB398.6 million ($65.8 million), after taking into account the coupon payments made to the Company’s convertible note holders.

 

“Overall, we continued to deliver solid business performance in the third quarter. Although the numbers of newborns were still down over last year’s Dragon year, the company achieved sequential quarterly growth in new subscribers and record quarterly revenue, attributable to our upward pricing adjustment implemented in the beginning of our current fiscal year, and from the sound execution of our sales and marketing strategy,” stated Ms. Ting Zheng, Chief Executive Officer of China Cord Blood Corporation.

 

“In the third quarter, a one-time payment option remained the preferred choice among our new subscribers which contributed to our robust cash flow. As we approach the end of the current fiscal year, we remained focused on completing the capacity expansion at our Guangdong and Zhejiang facilities, which are in their final stages. With the new facilities coming on-line in the near future, we will strive to intensify our marketing effort and further deepen penetration within our key operating regions.”

 



 

 

Third Quarter and First Nine Months Summary Ended December 31, 2012 and 2013

 

 

 

Three Months Ended
December 31,

 

Nine Months Ended
December 31,

 

 

 

2012

 

2013

 

2012

 

2013

 

(in thousands)

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Revenues

 

149,320

 

150,586

 

24,875

 

393,112

 

420,942

 

69,534

 

Gross Profit

 

121,052

 

123,554

 

20,410

 

313,398

 

342,058

 

56,503

 

Operating Income

 

67,125

 

65,743

 

10,860

 

158,567

 

167,913

 

27,736

 

Net Income Attributable to the Company’s Shareholders

 

33,631

 

34,554

 

5,708

 

89,419

 

92,364

 

15,256

 

Earnings per Ordinary Shares
— Basic
1 and Diluted (RMB/US$)

 

0.42

 

0.41

 

0.07

 

1.17

 

1.14

 

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue Breakdown (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Processing Fees

 

77.4

%

71.3

%

 

 

76.5

%

70.9

%

 

 

Storage Fees

 

22.6

%

28.7

%

 

 

23.5

%

29.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Subscribers (persons)

 

21,218

 

16,317

 

 

 

56,169

 

47,505

 

 

 

Total Accumulated Subscribers (persons)

 

295,923

 

359,487

 

 

 

295,923

 

359,487

 

 

 

 

Summary — Selected Cash Flow Statement Items

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 31, 2013

 

December 31, 2013

 

(in thousands)

 

RMB

 

US$

 

RMB

 

US$

 

Net cash provided by operating activities

 

168,993

 

27,916

 

398,616

 

65,846

 

Net cash used in investing activities

 

(83,955

)

(13,868

)

(140,846

)

(23,266

)

Net cash provided by financing activities

 

 

 

2,336

 

386

 

 

Third Quarter of Fiscal 2014 Financial Results

 

REVENUES. Revenues increased by 0.8% to RMB150.6 million ($24.9 million) in the third quarter of fiscal 2014 from RMB149.3 million in the prior year period, driven mainly by higher service fees implemented since the first quarter of fiscal 2014 and the increased contribution of storage revenue from the Company’s expanded accumulated subscriber base, offset in part by the year-over-year decline in new subscriber numbers due to the Dragon year after-effect. The Company’s growing subscriber base and quarter-over-quarter improvement in new subscriber numbers led to a 6.3% sequential increase in revenues from the fiscal 2014 second quarter.

 

Revenues generated from storage fees increased to RMB43.2 million ($7.1 million), up 27.8% from RMB33.8 million in the prior year period. Because of the increased accumulated subscriber base, revenue from storage fees accounted for 28.7% of total revenues, compared to 22.6% in the prior year period.

 


1  The terms of the convertible notes issued to KKR China Healthcare Investment Limited (“KKR”) and Golden Meditech Holdings Limited (“Golden Meditech”) provide each party with the ability to participate in any excess cash dividend. Therefore, the calculation of basic EPS has taken into consideration the effect of such participating rights of RMB0.07 ($0.01) and RMB0.13 ($0.02) for the three months and nine months ended December 31, 2013, respectively.

 



 

 

Revenues generated from processing fees in this quarter were RMB107.4 million ($17.8 million), down from RMB115.5 million in the prior year period as pricing increases offset part of the impact of year-over-year declines in new subscriber numbers. 16,317 new subscriber sign-ups were recorded during the third quarter of fiscal 2014, representing a 23.1% year-over-year decrease but a 2.4% sequential increase. Revenues generated from processing fees accounted for 71.3% of total revenues, compared to 77.4% in the prior year period.

 

GROSS PROFIT. Gross profit for the third quarter of fiscal 2014 increased by 2.1% to RMB123.6 million ($20.4 million) from RMB121.1 million in the prior year period. Gross margin continued to improve to 82.0%, compared to 81.1% in the prior year period, as the Company benefitted from increased storage revenue as a percent of the overall revenue mix and slightly improved economies of scale.

 

OPERATING INCOME. Operating income for the third quarter was RMB65.7 million ($10.9 million), compared to RMB67.1 million in the prior year period. Operating margin decreased to 43.7% from 45.0% in the prior year period. The decrease was mainly due to higher promotion and depreciation expenses. Depreciation and amortization expenses for the third quarter increased to RMB9.9 million ($1.6 million), from RMB8.4 million in the prior year period as the Company’s facility expansion programs gradually reach completion.

 

Research and Development Expenses. Research and development expenses remained stable at RMB2.4 million ($0.4 million).

 

Sales and Marketing Expenses. Sales and marketing expenses for the third quarter amounted to RMB28.2 million ($4.7 million), compared to RMB24.8 million in the prior year period. The increase in sales and marketing expenses relates to the effort to attract new subscribers following the Dragon year. Additional expenses were incurred for the implementation of a more extensive marketing plan for the Zhejiang market. This was offset by various cost control measures enforced by the management. As a result, while fiscal 2014 third quarter sales and marketing expenses as a percentage of revenue increased to 18.7% from 16.6% in the prior year period, they showed a sequential improvement from 19.5% in the second quarter of the current fiscal year.

 

General and Administrative Expenses. General and administrative expenses were stable at RMB27.2 million ($4.5 million), compared to RMB27.0 million in the prior year period and RMB28.0 million in the second quarter of fiscal 2014. As a percentage of revenue, general and administrative expenses were 18.1%, similar to the prior year period, and an improvement from 19.8% in the second quarter of fiscal 2014.

 

OTHER INCOME AND EXPENSES

 

Interest Expense. Interest expense decreased to RMB21.9 million ($3.6 million) from RMB23.8 million in the prior year period. The decrease was largely attributable to the capitalization of interest expense for the Company’s in-progress construction of new facilities. Interest expense capitalized in the third quarter of fiscal 2014 amounted to RMB3.6 million ($0.6 million). No interest expense was capitalized in the prior year period.

 

NET INCOME ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS. As the increase in income before tax was partially offset by the increase in income tax expense, net income attributable to the Company’s shareholders for the third quarter of fiscal 2014 increased to RMB34.6 million ($5.7 million) from RMB33.6 million in the prior year period. Net margin for the third quarter of fiscal 2014 was 22.9%, slightly higher than 22.5% for the same period last year and 17.6% for the second quarter of the current fiscal year.

 



 

 

EARNINGS PER SHARE. The terms of the convertible notes issued to KKR and Golden Meditech provide each party with the ability to participate in any Excess Cash Dividend2. Therefore, the calculation of basic and diluted EPS incorporates the effect of such participating rights of RMB0.07 ($0.01). Basic and diluted earnings per ordinary share for the third quarter of fiscal 2014 were RMB0.41 ($0.07).

 

LIQUIDITY. As of December 31, 2013, the Company had cash and cash equivalents of RMB1,754.6 million ($289.8 million) compared to RMB1,494.1 million as of March 31, 2013. The Company had total debt of RMB821.8 million ($135.8 million) as of December 31, 2013. Operating cash flow for the quarter amounted to RMB169.0 million ($27.9 million).

 

First Nine Months of Fiscal 2014 Financial Results

 

For the first nine months of fiscal year 2014, total revenues increased 7.1% to RMB420.9 million ($69.5 million) from RMB393.1 million in the prior year period. The increase was largely attributable to the implementation of the Company’s higher service pricing fee and the expansion of the Company’s accumulated subscriber base to 359,487 subscribers, which outweighed the impact of the decrease in new subscriber numbers after the Dragon year. Revenues from processing fees decreased slightly by 0.8% but storage fees grew by 32.7%. Gross profit increased by 9.1% to RMB342.1 million ($56.5 million) from RMB313.4 million in the prior year period. Operating income increased by 5.9% to RMB167.9 million ($27.7 million) from RMB158.6 million in the prior year period. Net income attributable to the Company’s shareholders totaled RMB92.4 million ($15.3 million). Basic and diluted earnings per share attributable to ordinary shares were RMB1.14 ($0.19). Net cash provided by operating activities in the first nine months of fiscal 2014 was RMB398.6 million ($65.8 million).

 

Conference Call

 

The Company will host a conference call at 8:00 a.m. ET on Tuesday, February 25, 2014 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 may access the audio webcast through the Company’s IR website at http://ir.chinacordbloodcorp.com. A replay of the webcast will be accessible two hours after the conference call and available for three weeks at the same URL link above. Listeners may also access the call by dialing 1-631-514-2526 or 1-855-298-3404 for US callers or +852-5808-3202 for Hong Kong callers, access code: 2926250.

 


2 “Excess Cash Dividend” means any cash dividend to holders of shares that, together with all other cash dividends previously paid to holders of shares in the same financial year, exceeds, on a per share basis, an amount equal to the interest that has accrued and shall accrue at 7% in such financial year divided by the number of shares into which the note is convertible at the conversion price then in effect on the relevant record date.

 



 

 

About China Cord Blood Corporation

 

China Cord Blood Corporation is the first and largest umbilical cord blood banking operator in China in terms of geographical coverage and the only cord blood banking operator with multiple licenses. Under current PRC government regulations, only one licensed cord blood banking operator is permitted to operate in each licensed region and only seven licenses have been authorized as of today. China Cord Blood Corporation provides cord blood collection, laboratory testing, hematopoietic stem cell processing and stem cell storage services. For more information, please visit our website at http://www.chinacordbloodcorp.com.

 

Safe Harbor Statement

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The information in this press release is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this press release is issued, and the Company does not intend to update any of the forward-looking statements after the date this press release is issued to confirm 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 implementing effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; the availability of capital resources, including in the form of capital markets financing opportunities, in light of industry developments affecting issuers that have pursued a “reverse merger” with an operating company based in China, as well as general economic conditions; compliance with restrictive debt covenants under our senior convertible notes; and other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission in the United States.

 



 

 

This announcement contains translations of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars as of and for the periods ending December 31, 2013 were made at the noon buying rate of RMB6.0537 to $1.00 on December 31, 2013 in the City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. China Cord Blood Corporation makes no representation that the Renminbi or U.S. dollar amounts referred to in this press release could have been or could be converted into U.S. dollars or Renminbi, at any particular rate or at all.

 

For more information, please contact:

 

China Cord Blood Corporation

Investor Relations Department

Tel: (+852) 3605-8180

Email: [email protected]

 

ICR, Inc.

Mr. William Zima

Tel: (+86) 10-6583-7511

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

Email: [email protected]

 



 

 

EXHIBIT 1

 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31 and December 31, 2013

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2013

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

1,494,099

 

1,754,558

 

289,832

 

Accounts receivable, less allowance for doubtful accounts
(March 31, 2013: RMB14,112; December 31, 2013: RMB17,137)

 

73,076

 

86,361

 

14,266

 

Inventories

 

10,265

 

23,319

 

3,852

 

Prepaid expenses and other receivables

 

11,602

 

20,991

 

3,466

 

Debt issuance costs

 

3,678

 

3,587

 

593

 

Deferred tax assets

 

5,454

 

6,493

 

1,073

 

Total current assets

 

1,598,174

 

1,895,309

 

313,082

 

Property, plant and equipment, net

 

468,272

 

600,413

 

99,182

 

Non-current prepayments

 

212,633

 

210,582

 

34,786

 

Non-current accounts receivable, less allowance for doubtful accounts
(March 31, 2013: RMB36,361; December 31, 2013: RMB36,817)

 

249,370

 

234,838

 

38,792

 

Inventories

 

39,730

 

46,228

 

7,636

 

Intangible assets, net

 

125,170

 

121,704

 

20,104

 

Available-for-sale equity securities

 

88,404

 

149,408

 

24,680

 

Other investment

 

189,129

 

189,129

 

31,242

 

Debt issuance costs

 

11,667

 

8,676

 

1,433

 

Deferred tax assets

 

3,727

 

1,416

 

234

 

Total assets

 

2,986,276

 

3,457,703

 

571,171

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Bank loan

 

50,000

 

60,000

 

9,911

 

Accounts payable

 

9,890

 

11,999

 

1,982

 

Accrued expenses and other payables

 

84,006

 

88,136

 

14,560

 

Deferred revenue

 

172,328

 

180,767

 

29,861

 

Amounts due to related parties

 

11,241

 

12,146

 

2,006

 

Income tax payable

 

4,983

 

2,444

 

404

 

Deferred tax liabilities

 

 

2,600

 

429

 

Total current liabilities

 

332,448

 

358,092

 

59,153

 

Convertible notes

 

751,781

 

761,816

 

125,843

 

Non-current deferred revenue

 

530,258

 

750,213

 

123,926

 

Other non-current liabilities

 

107,158

 

150,390

 

24,843

 

Deferred tax liabilities

 

23,168

 

26,866

 

4,438

 

Total liabilities

 

1,744,813

 

2,047,377

 

338,203

 

 



 

 

EXHIBIT 1 (continued)

 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31 and December 31, 2013 - (continued)

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2013

 

 

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Shareholders’ equity of China Cord Blood Corporation

 

 

 

 

 

 

 

Ordinary shares

 

 

 

 

 

 

 

- US$0.0001 par value, 250,000,000 shares authorized, 73,140,147 shares issued, and 73,003,248 shares outstanding as of March 31, 2013 and December 31, 2013, respectively

 

50

 

50

 

8

 

Additional paid-in capital

 

798,221

 

798,221

 

131,857

 

Treasury stock, at cost

 

 

 

 

 

 

 

(March 31, 2013 and December 31, 2013: 136,899 shares, respectively)

 

(2,815

)

(2,815

)

(465

)

Accumulated other comprehensive income

 

18,256

 

94,295

 

15,576

 

Retained earnings

 

423,420

 

515,784

 

85,201

 

Total equity attributable to China Cord Blood Corporation

 

1,237,132

 

1,405,535

 

232,177

 

Non-controlling interests

 

4,331

 

4,791

 

791

 

Total equity

 

1,241,463

 

1,410,326

 

232,968

 

Total liabilities and equity

 

2,986,276

 

3,457,703

 

571,171

 

 



 

 

EXHIBIT 2

 

CHINA CORD BLOOD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months and Nine Months ended December 31, 2012 and 2013

 

 

 

Three months ended December 31,

 

Nine months ended December 31,

 

 

 

2012

 

2013

 

2012

 

2013

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

 

 

(in thousands except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

149,320

 

150,586

 

24,875

 

393,112

 

420,942

 

69,534

 

Direct costs

 

(28,268

)

(27,032

)

(4,465

)

(79,714

)

(78,884

)

(13,031

)

Gross profit

 

121,052

 

123,554

 

20,410

 

313,398

 

342,058

 

56,503

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

(2,087

)

(2,401

)

(397

)

(6,210

)

(7,234

)

(1,195

)

Sales and marketing

 

(24,831

)

(28,217

)

(4,661

)

(67,568

)

(84,274

)

(13,921

)

General and administrative

 

(27,009

)

(27,193

)

(4,492

)

(81,053

)

(82,637

)

(13,651

)

Total operating expenses

 

(53,927

)

(57,811

)

(9,550

)

(154,831

)

(174,145

)

(28,767

)

Operating income

 

67,125

 

65,743

 

10,860

 

158,567

 

167,913

 

27,736

 

Other expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

3,874

 

3,761

 

621

 

11,062

 

12,255

 

2,024

 

Interest expense

 

(23,762

)

(21,866

)

(3,612

)

(48,027

)

(53,085

)

(8,769

)

Exchange loss

 

(1,010

)

(194

)

(32

)

(959

)

(249

)

(41

)

Dividend income

 

2,265

 

1,189

 

196

 

4,685

 

9,911

 

1,637

 

Others

 

45

 

603

 

100

 

(721

)

1,647

 

272

 

Total other expense, net

 

(18,588

)

(16,507

)

(2,727

)

(33,960

)

(29,521

)

(4,877

)

Income before income tax

 

48,537

 

49,236

 

8,133

 

124,607

 

138,392

 

22,859

 

Income tax expense

 

(13,259

)

(14,489

)

(2,393

)

(28,060

)

(45,568

)

(7,527

)

Net income

 

35,278

 

34,747

 

5,740

 

96,547

 

92,824

 

15,332

 

Net income attributable to non-controlling interests

 

(1,647

)

(193

)

(32

)

(7,128

)

(460

)

(76

)

Net income attributable to China Cord Blood Corporation’s shareholders

 

33,631

 

34,554

 

5,708

 

89,419

 

92,364

 

15,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

0.42

 

0.41

 

0.07

 

1.17

 

1.14

 

0.19

 

- Diluted

 

0.42

 

0.41

 

0.07

 

1.17

 

1.14

 

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

- Net effect of foreign currency translation, net of nil tax

 

784

 

2,391

 

395

 

(1,640

)

11,985

 

1,980

 

- Net unrealized (loss)/gain in available-for-sale equity securities, net of nil tax

 

(1,193

)

(19,504

)

(3,222

)

(21,143

)

64,054

 

10,581

 

Comprehensive income

 

34,869

 

17,634

 

2,913

 

73,764

 

168,863

 

27,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to non-controlling interests

 

(1,646

)

(193

)

(32

)

(7,105

)

(460

)

(76

)

Comprehensive income attributable to China Cord Blood Corporation’s shareholders

 

33,223

 

17,441

 

2,881

 

66,659

 

168,403

 

27,817