Report of Foreign Issuer (6-k)
November 26 2019 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2019
Commission File Number: 001-34541
GLOBAL CORD BLOOD CORPORATION
(Translation of registrant’s name into English)
48th Floor, Bank of China Tower
1 Garden Road
Central
Hong Kong S.A.R.
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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): ¨
EXPLANATORY NOTE
This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or Global Cord Blood Corporation’s (the “Company”) future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company’s expectations are as of the date of this Report on Form 6-K, and the Company does not intend to update any of the forward-looking statements after the date of this Report on Form 6-K to conform these statements to actual results, unless required by law.
The forward-looking statements included in this Report on Form 6-K are subject to risks, uncertainties and assumptions about the Company’s businesses and business environments. These statements reflect the Company’s current views with respect to future events and are not a guarantee of future performance. Actual results of the Company’s operations may differ materially from information contained in the forward-looking statements as a result of risk factors some of which include, among other things: continued compliance with government regulations regarding cord blood banking in the People’s Republic of China, or PRC and any other jurisdiction in which the Company conducts its operations; changing legislation or regulatory environments in the PRC and any other jurisdiction in which the Company conducts its operations; the acceptance by subscribers of the Company’s different pricing and payment options and reaction to the introduction of the Company’s premium-quality pricing strategy; demographic trends in the regions of the PRC in which the Company is the exclusive licensed cord blood banking operator; labor and personnel relations; the existence of a significant shareholder able to influence and direct the corporate policies of the Company; credit risks affecting the Company’s revenue and profitability; changes in the healthcare industry, including those which may result in the use of stem cell therapies becoming redundant or obsolete; the Company’s ability to effectively manage its growth, including maintaining effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; the availability of capital resources, including in the form of capital markets financing opportunities, in light of industry developments affecting issuers that have pursued a “reverse merger” with an operating company based in the PRC, the presence of a new majority shareholder, international pressure on trade and currency against the PRC and its potential impact on the PRC consumer behavior, as well as general economic conditions; the non-binding proposal letter from Cordlife Group Limited and the potential transaction contemplated by such letter, and other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission in the United States.
2
Results of Operations and Financial Condition
Following this cover page are the unaudited condensed consolidated financial results for the three months and six months ended September 30, 2019 of the Company.
3
GLOBAL CORD BLOOD CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31 and September 30, 2019
|
|
|
March 31,
|
|
September 30,
|
|
|
|
|
2019
|
|
2019
|
|
|
|
|
RMB
|
|
RMB
|
|
US$
|
|
|
|
|
(in thousands)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
4,997,861
|
|
5,368,285
|
|
751,050
|
|
|
Accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB89,634; September 30, 2019 RMB106,504 (US$14,900))
|
|
96,923
|
|
97,060
|
|
13,580
|
|
|
Inventories
|
|
27,612
|
|
27,400
|
|
3,833
|
|
|
Prepaid expenses and other receivables
|
|
25,532
|
|
19,340
|
|
2,706
|
|
|
Total current assets
|
|
5,147,928
|
|
5,512,085
|
|
771,169
|
|
|
Property, plant and equipment, net
|
|
545,340
|
|
534,873
|
|
74,832
|
|
|
Operating lease right-of-use assets1
|
|
—
|
|
5,846
|
|
818
|
|
|
Non-current deposits
|
|
236,719
|
|
243,713
|
|
34,097
|
|
|
Non-current accounts receivable, less allowance for doubtful accounts (March 31, 2019: RMB74,800; September 30, 2019: RMB72,693 (US$10,170))
|
|
104,857
|
|
123,291
|
|
17,249
|
|
|
Inventories
|
|
77,194
|
|
80,253
|
|
11,228
|
|
|
Intangible assets, net
|
|
97,444
|
|
95,134
|
|
13,310
|
|
|
Investment in equity securities at fair value
|
|
107,362
|
|
117,359
|
|
16,419
|
|
|
Other equity investment
|
|
189,129
|
|
189,129
|
|
26,460
|
|
|
Deferred tax assets
|
|
44,981
|
|
49,469
|
|
6,921
|
|
|
Total assets
|
|
6,550,954
|
|
6,951,152
|
|
972,503
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
33,566
|
|
29,891
|
|
4,182
|
|
|
Accrued expenses and other payables
|
|
79,977
|
|
102,363
|
|
14,322
|
|
|
Operating lease liabilities1
|
|
—
|
|
2,149
|
|
301
|
|
|
Deferred revenue
|
|
461,986
|
|
443,615
|
|
62,064
|
|
|
Income tax payable
|
|
20,113
|
|
28,443
|
|
3,979
|
|
|
Total current liabilities
|
|
595,642
|
|
606,461
|
|
84,848
|
|
|
Non-current deferred revenue
|
|
2,108,442
|
|
2,211,652
|
|
309,421
|
|
|
Non-current operating lease liabilities1
|
|
—
|
|
3,322
|
|
465
|
|
|
Other non-current liabilities
|
|
404,482
|
|
432,953
|
|
60,573
|
|
|
Deferred tax liabilities
|
|
19,626
|
|
18,854
|
|
2,638
|
|
|
Total liabilities
|
|
3,128,192
|
|
3,273,242
|
|
457,945
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
Shareholders’ equity of Global Cord Blood Corporation
|
|
|
|
|
|
|
|
|
Ordinary shares
|
|
|
|
|
|
|
|
|
- US$0.0001 par value, 250,000,000 shares authorized, 121,687,974 and 121,551,075 shares issued and outstanding as of March 31 and September 30, 2019, respectively
|
|
83
|
|
83
|
|
12
|
|
|
Additional paid-in capital
|
|
2,101,582
|
|
2,101,582
|
|
294,022
|
|
|
Treasury stock, at cost (March 31 and September 30, 2019: 136,899 shares, respectively)
|
|
(2,815
|
)
|
(2,815
|
)
|
(394
|
)
|
|
Accumulated other comprehensive losses
|
|
(88,738
|
)
|
(65,585
|
)
|
(9,176
|
)
|
|
Retained earnings
|
|
1,407,223
|
|
1,635,920
|
|
228,873
|
|
|
Total equity attributable to Global Cord Blood Corporation
|
|
3,417,335
|
|
3,669,185
|
|
513,337
|
|
|
Non-controlling interests
|
|
5,427
|
|
8,725
|
|
1,221
|
|
|
Total equity
|
|
3,422,762
|
|
3,677,910
|
|
514,558
|
|
|
Total liabilities and equity
|
|
6,550,954
|
|
6,951,152
|
|
972,503
|
|
1 Since April 1, 2019, the Company adopted Accounting Standards Update Topic 842 using a modified retrospective transition approach which resulted in the recognition of right-of-use assets and lease liabilities for operating leases as of April 1, 2019 of approximately RMB6.9 million and RMB5.8 million, respectively.
4
GLOBAL CORD BLOOD CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months and Six Months Ended September 30, 2018 and 2019
|
|
|
Three months ended September 30,
|
|
Six months ended September 30,
|
|
|
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
|
|
|
RMB
|
|
RMB
|
|
US$
|
|
RMB
|
|
RMB
|
|
US$
|
|
|
|
|
(in thousands except per share data)
|
|
|
Revenues
|
|
247,104
|
|
313,464
|
|
43,855
|
|
480,925
|
|
586,839
|
|
82,102
|
|
|
Direct costs
|
|
(47,263
|
)
|
(48,315
|
)
|
(6,760
|
)
|
(90,421
|
)
|
(94,064
|
)
|
(13,160
|
)
|
|
Gross profit
|
|
199,841
|
|
265,149
|
|
37,095
|
|
390,504
|
|
492,775
|
|
68,942
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
(3,590
|
)
|
(6,399
|
)
|
(895
|
)
|
(6,381
|
)
|
(11,100
|
)
|
(1,553
|
)
|
|
Sales and marketing
|
|
(51,488
|
)
|
(64,880
|
)
|
(9,077
|
)
|
(102,903
|
)
|
(125,517
|
)
|
(17,560
|
)
|
|
General and administrative
|
|
(39,997
|
)
|
(49,435
|
)
|
(6,916
|
)
|
(81,012
|
)
|
(99,337
|
)
|
(13,899
|
)
|
|
Total operating expenses
|
|
(95,075
|
)
|
(120,714
|
)
|
(16,888
|
)
|
(190,296
|
)
|
(235,954
|
)
|
(33,012
|
)
|
|
Operating income
|
|
104,766
|
|
144,435
|
|
20,207
|
|
200,208
|
|
256,821
|
|
35,930
|
|
|
Other (expenses)/income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
6,405
|
|
6,502
|
|
910
|
|
12,103
|
|
12,722
|
|
1,780
|
|
|
Foreign currency exchange losses
|
|
(49
|
)
|
(162
|
)
|
(23
|
)
|
(75
|
)
|
(190
|
)
|
(27
|
)
|
|
Change in fair value of equity securities
|
|
(30,945
|
)
|
(7,043
|
)
|
(985
|
)
|
(40,266
|
)
|
2,936
|
|
411
|
|
|
Dividend income
|
|
976
|
|
—
|
|
—
|
|
976
|
|
507
|
|
71
|
|
|
Others
|
|
(56
|
)
|
422
|
|
59
|
|
(815
|
)
|
762
|
|
107
|
|
|
Total other (expenses)/income, net
|
|
(23,669
|
)
|
(281
|
)
|
(39
|
)
|
(28,077
|
)
|
16,737
|
|
2,342
|
|
|
Income before income tax
|
|
81,097
|
|
144,154
|
|
20,168
|
|
172,131
|
|
273,558
|
|
38,272
|
|
|
Income tax expense
|
|
(14,921
|
)
|
(22,087
|
)
|
(3,090
|
)
|
(31,445
|
)
|
(41,563
|
)
|
(5,815
|
)
|
|
Net income
|
|
66,176
|
|
122,067
|
|
17,078
|
|
140,686
|
|
231,995
|
|
32,457
|
|
|
Net income attributable to non-controlling interests
|
|
(1,062
|
)
|
(1,714
|
)
|
(240
|
)
|
(2,030
|
)
|
(3,298
|
)
|
(461
|
)
|
|
Net income attributable to Global Cord Blood Corporation’s shareholders
|
|
65,114
|
|
120,353
|
|
16,838
|
|
138,656
|
|
228,697
|
|
31,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to ordinary shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic
|
|
0.54
|
|
0.99
|
|
0.14
|
|
1.15
|
|
1.88
|
|
0.26
|
|
|
- Diluted
|
|
0.53
|
|
0.99
|
|
0.14
|
|
1.14
|
|
1.88
|
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income, net of nil income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Foreign currency translation adjustments
|
|
14,597
|
|
12,800
|
|
1,791
|
|
37,477
|
|
23,153
|
|
3,239
|
|
|
Comprehensive income
|
|
80,773
|
|
134,867
|
|
18,869
|
|
178,163
|
|
255,148
|
|
35,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to non-controlling interests
|
|
(1,062
|
)
|
(1,714
|
)
|
(240
|
)
|
(2,030
|
)
|
(3,298
|
)
|
(461
|
)
|
|
Comprehensive income attributable to Global Cord Blood Corporation’s shareholders
|
|
79,711
|
|
133,153
|
|
18,629
|
|
176,133
|
|
251,850
|
|
35,235
|
|
5
Other Events
On November 26, 2019, the Company issued a press release announcing unaudited condensed consolidated financial results for the three months and six months ended September 30, 2019. A copy of the press release is attached as Exhibit 99.1.
Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press Release dated November 26, 2019
|
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
GLOBAL CORD BLOOD CORPORATION
|
|
|
|
|
|
By:
|
/s/ Albert Chen
|
|
|
Name:
|
Albert Chen
|
|
|
Title:
|
Chief Financial Officer
|
Dated: November 26, 2019
7
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