Company Update Cordlife Group Ltd HOLD Revenue Gross Profit 2014 49.1 34.9 2015F 56.5 39.5 2016F 65.3 45.7 PATMI Core PATMI 13.5 9.5 30.4 5.3 9.1 9.1 11.1 11.1 YE Jun (S$ m) Core EPS (Scts) Core EPS grth (%) Core P/E (x) DPS (Scts) 4.1 1.1 2.0 -49.7 3.5 68.7 4.2 21.8 24.8 2.0 49.3 2.0 29.2 2.3 24.0 2.1 Div Yield (%) BVPS (Scts) 2.0 33.3 2.0 55.1 2.3 54.7 2.1 56.8 P/B (x) EV/EBITDA (x) 3.0 26.9 1.8 24.6 1.8 34.8 1.8 27.1 2013 2014 2015F 2016F 73.0 27.3 17.4 11.2 NC 71.0 10.7 21.5 15.9 NC 70.0 16.2 6.3 3.2 62.0 70.0 17.0 7.4 3.7 54.8 Key Operating Statistics Gross Margin (%) Core Net Margin (%) ROE (%) ROA (%) Net Gearing (%) Stock Data 259.3 Issued Shares (m) 261.9 Market Cap (S$m) $1 / $1.29 52 week lo / hi 0.5m / $0.6m Ave Daily Traded Vol / Val (3-Month) 67.8% Free Float Wells Spring Pte Ltd 11.1% Major Shareholders Bonvests Holdings Ltd 10.3% 12-Month CLGL SP (Blue) vs. FSSTI 1.40 1.20 1.00 0.80 0.60 0.40 0.20 0.00 3740 3620 3500 3380 3260 3140 3020 2900 Source: Bloomberg Renfred TAY [email protected] +65 6236 2557 (Previous: S$1.43) OUR THOUGHTS BEFORE THE EGM 2013 34.7 25.3 Financials Last Close : S$1.010 Monday, 24 October 2011 Fair Value : Under Review (Under Review) 03 November 2014 CLGL SP; CORD.SI Recap on the deal. CGL previously announced its intention to purchase convertible bonds of China Cord Blood Corp (CCBC), for US$44m (US$19m premium to the US$25m principal), from Golden Meditech (which owns 42% of CCBC). The CBs were issued on 3 Oct 2012 and will mature on 3 Oct 2017; it will pay a coupon of 7% p.a. In addition to the purchase of the CBs, CGL will also be providing a loan of up to US$46.5m to Magnum Opus, an SPV 100% owned by Yuen Kam (Golden Meditech’s Chairman and CEO, and CCBC’s Non-executive Chairman) to purchase the remaining 50% of the CB issue (with the CBs as collateral), at an interest rate of 7%. We were briefed during our last analyst meeting that the key benefits of the deal were: 1) Access to the Chinese market through CCBC, 2) Interest rate carry that CGL could stand to make (but CGL is not supposed to be a finance company). An EGM is scheduled on Wednesday, 5 Nov 2014 at 10am for shareholders to decide if CGL should go ahead to complete this deal. Way too much risk. As expressed in our last note, we felt that the risks quite clearly outweigh the benefits. CGL’s shareholders’ equity stands at S$141m at the end of FY6/14, while the whole deal requires close to S$120m to fund it. Risks that could wipe out a significant portion of shareholders equity include: 1) Magnum’s ability to repay the loan principal and interest payments, 2) The CBs going out-of-the-money at expiration, which implies booking of losses. Refinancing or repayment of debt could also be an issue for CGL. We believe CGL received the short end of the deal, with the biggest beneficiaries being, Magnum (low risk financing secured through the CBs, which could still go out-of-the-money) and Golden Meditech (immediate de-risking of its balance sheet and booking of big gains from the sale of these CBs to CGL and Magnum). In the case where the CBs are out -of-the-money, we expect Magnum to default on the loan provided by CGL (since the loan is secured against the CBs) leaving CGL with only US$50m from its redemptions on the CBs; CGL could effectively lose about US$40m (about S$50m). Things could be even worse if CCBC defaults. Red flags at CCBC? We also spotted some red flags with CCBC that should alarm investors of Chinese companies in general. A quick scan of its financials showed a cash horde that is unusually high (and growing) (Net cash of US$208m vs market capitalisation of US$365m) and no dividends paid since listing, for a company with a supposedly low capex business model. During the last analyst meeting, Please see important disclosures at the end of this publication Cordlife Group Ltd Monday, 03 November 2014 CGL’s CEO mentioned that this deal will allow CGL access into China through CCBC. However, there were no indications within CGL’s circular or announcements that suggests an agreement between CGL and CCBC would be signed if the proposed deal were to be completed; rightly so because CCBC was never party to any of these transactions. Without any form of legally binding agreement and benefit to CCBC, we do not see any incentive for CCBC to take CGL into China. CGL had hoped to avoid this EGM initially by treating this whole deal as two distinct deals (deal sizes less than 20% of market cap need not go through an EGM). However, SGX ruled that the two deals must be treated as one and thus required CGL to hold an EGM. While the EGM will be held only on 5 Nov, the company had since issued $120m of debt. Prior to the announcement of the CB deal, we had not observed any need for such high level of financing for its ongoing ops, especially since the private share placement in October last year, which raised S$33.5m. China dream, could turn into a nightmare. We are concerned that CGL could be betting the house on its China dream. We believe the risks quite clearly outweigh the benefits and it looks like the deal is structured against CGL’s favour. We also observed many questionable practices relating to corporate governance amongst the parties named in the deal. We are placing our recommendation and TP under review, pending the outcome of the EGM and the upcoming 1Q6/15 results due on 11 Nov 2014. AmFraser Securities Pte Ltd Page 2 Cordlife Group Ltd Monday, 03 November 2014 Summary of Financials YE 30 June INCOME STATEMENT $'000 Revenue 2013 2014 2015F 2016F 2017F 30,275 34,702 49,087 56,459 65,293 74,982 Cost of sales 8,743 9,373 14,229 16,938 19,588 22,495 Gross profit 21,532 25,329 34,858 39,521 45,705 52,488 Operating expenditure 16,073 17,998 27,121 31,053 34,605 39,741 EBITDA 6,140 8,096 9,245 9,899 12,461 14,051 Depreciation and amortization 681 765 1,508 1,430 1,362 1,304 Interest income 157 492 288 5,234 5,246 5,227 2 46 217 4,628 4,628 4,628 2,091 2,753 -2,350 1,000 1,000 1,000 0 2,729 0 0 0 0 75 28 1,273 1,018 1,018 1,018 Interest expense Share of profit from assocs/ JVs Gain on disposal of associate Other income Other expenses Profit before tax Income tax (benefit)/expense Non-controlling interests PATMI Number of shares ('000) Earnings per share (cents) Dividend per share (cents) 0 0 0 0 0 0 7,780 14,559 31,854 11,273 13,736 15,364 854 1,075 1,474 2,142 2,610 2,919 0 0 0 0 0 0 6,926 13,484 30,380 9,132 11,126 12,445 171,730 232,592 256,520 264,103 264,103 264,103 4.0 5.8 11.8 3.5 4.2 4.7 3.8 2.0 2.0 2.3 2.1 2.5 Book value per share (cents) 41.4 33.3 55.1 54.7 56.8 59.0 Sales per share (cents) 17.6 14.9 19.1 21.4 24.7 28.4 BALANCE SHEET S$'000 2012 2013 2014 2015F 2016F 2017F 12,945 7,986 32,643 13,305 20,709 37,758 9,249 13,204 13,944 15,912 18,236 20,786 Cash and Cash Equivalents Trade and Other Rec Inventory 417 435 645 847 979 1,125 Others current assets 529 1,627 2,666 2,343 2,555 2,788 Total Current Assets 29,140 27,086 112,518 95,026 105,100 115,798 6,052 7,606 8,409 7,979 7,617 7,313 Property, Plant, Equipment Intangible assets 35 146 1,941 1,936 1,931 1,926 17,664 27,965 16,819 16,819 16,819 16,819 0 0 0 0 0 0 LT trade receivables 24,258 38,743 45,961 48,784 52,049 55,798 Other non-current assets 13,214 11,713 0 55,000 55,000 55,000 Total Assets 90,363 120,364 190,707 285,603 298,574 312,713 Trade Payables 2,781 7,505 8,887 5,081 5,876 6,748 Short term debt 111 271 4,448 4,448 4,448 4,448 2,453 5,926 8,402 98,402 98,402 98,402 Total Common Equity 71,159 77,478 141,292 144,348 149,995 155,764 Total Liabilities and Equity 90,363 120,364 190,707 285,603 298,574 312,713 Investment in associate Investment in subsidiaries Non-current debt AmFraser Securities Pte Ltd 2012 Page 3 Cordlife Group Ltd Monday, 03 November 2014 CASHFLOW STATEMENTS $'000 2012 2013 2014 2015F 2016F 2017F Net Income 6,926 13,484 30,380 9,132 11,126 12,445 -189 166 -210 -202 -133 -145 Change in inventories Change in trade and other receivables -3,977 -10,744 -8,143 -4,468 -5,801 -6,531 Change in trade payables 295 1,838 -587 -3,806 795 872 Change in LT payables 369 0 1,954 0 0 0 2,901 9,442 1,293 5,646 6,529 7,498 -1,748 -934 -1,264 -2,142 -2,610 -2,919 5,978 8,346 3,855 6,126 12,260 13,843 Change in deferred revenue Income tax paid Operating Cash Flow (Purchase)/Disposal of PPE -2,363 -1,729 -1,627 -1,000 -1,000 -1,000 Acquisition of associated company 0 -25,701 -8,125 0 0 0 Acquisition of subsidiaries 0 -1,556 -3,158 0 0 0 -1,500 0 0 -55,000 0 0 Purchase of convertible bond Interest Received 57 332 115 5,234 5,246 5,227 -20,038 -10,057 -13,402 -104,766 5,246 5,227 29,700 0 33,547 0 0 0 Proceeds from interest-bearing borrowings 1,837 3,828 6,900 90,000 0 0 Repayment of interest-bearing borrowings -91 -195 -247 0 0 0 -2 -46 -217 -4,628 -4,628 -4,628 Dividends Paid -4,654 -6,513 -5,338 -6,076 -5,479 -6,676 Cash flow from financing activities 23,010 -3,248 34,204 79,301 -10,102 -2,021 3,995 12,945 7,986 32,643 13,305 20,709 12,945 7,986 32,643 13,305 20,709 37,758 Cash flow from investing activities Equity Raised / (Bought Back) Interest Paid Beginning Cash End Cash AmFraser Securities Pte Ltd Page 4 Cordlife Group Ltd Monday, 03 November 2014 KEY RATIOS 2012 2013 2014 2015F 2016F 2017F 71 73 71 70 70 70 Profitability Gross Margin (%) EBITDA Margin (%) 20 23 19 18 19 19 Net Margin (%) 23 39 62 16 17 17 ROE (%) 10 17 22 6 7 8 ROA (%) 8 11 16 3 4 4 Revenue (%) 18 15 41 15 16 15 Gross profit (%) 18 18 38 13 16 15 Growth (Y-o-Y) EBITDA (%) -17 32 14 7 26 13 Net Income (%) -18 95 125 -70 22 12 Debt/EBITDA 0.42 0.77 1.39 10.39 8.25 7.32 Total Debt/Equity 0.04 0.08 0.09 0.71 0.69 0.66 -0.15 -0.02 -0.14 0.62 0.55 0.42 104 127 96 96 96 96 Days in Inventory 17 17 17 18 18 18 Days in Payables 116 292 228 110 110 110 Financial Structure Net Gearing Operational Efficiency Days Sales in Receivables Market Valuation Price / Earnings (x) 25.0 17.4 8.5 29.2 24.0 21.4 Price / BV (x) 2.4 3.0 1.8 1.8 1.8 1.7 Price/ Sales (x) 5.7 6.8 5.3 4.7 4.1 3.6 EV / EBITDA (x) 23.7 26.9 24.6 34.8 27.1 23.4 AmFraser Securities Pte Ltd Page 5 Cordlife Group Ltd Monday, 03 November 2014 AmFraser Research recommendations are based on a Total Return rating system, defined as follows: BUY: >15% total return over the next 12 months HOLD: -15% to +15% total return over the next 12 months SELL: <-15% total return over the next 12 months Total Return 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