Report of Foreign Issuer (6-k)
February 24 2014 - 4:14PM
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
February 2014
Commission File Number: 001-34541
CHINA CORD BLOOD CORPORATION
(Translation of registrants name into English)
4
8
th
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 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 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 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: 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 bank
ing
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 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 Companys senior convertible notes; and other relevant risks detailed in the Companys 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
, 20
13
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 part
ies
|
|
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 i
ncome attributable to non-controlling interests
|
|
(1,647
|
)
|
(193
|
)
|
(32
|
)
|
(7,128
|
)
|
(460
|
)
|
(76
|
)
|
Net income attributable to China Cord Blood Corporations 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 Corporations shareholders
|
|
33,223
|
|
17,441
|
|
2,881
|
|
66,659
|
|
168,403
|
|
27,817
|
|
6
Other Events
On February 24, 201
4
, the Company issued a press release announcing
preliminary
unaudited condensed consolidated financial results for the three months and nine months
ended December 31
, 20
13
. 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
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