e6vkza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K/A
Amendment No. 1
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June 2010
 
Commission File Number: 001-34563
 
CONCORD MEDICAL SERVICES HOLDINGS LIMITED
18/F, Tower A, Global Trade Center
36 North Third Ring Road East, Dongcheng District
Beijing 100013
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
     
Form 20-F þ   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 by furnishing the information contained in this Form, the registrant 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 þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-      N/A     
 
 

 


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SIGNATURE
EX-99.1


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TABLE OF CONTENTS
Exhibit 99.1 — Press release

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Explanatory Note
Exhibit 99.1 of our Report on Form 6-K dated June 1, 2010 is being amended by this Amended Report on Form 6-K/A dated June 3, 2010.

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SIGNATURE
     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, thereunto duly authorized.
         
  CONCORD MEDICAL SERVICES HOLDINGS LIMITED
 
 
  By:   /s/ Jianyu Yang    
  Name:   Jianyu Yang   
  Title:   Director, Chief Executive Officer and President   
 
Date: June 3, 2010

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exv99w1
Exhibit 99.1
Concord Medical Announces First Quarter 2010 Financial Results
BEIJING, May 27, 2010 — Concord Medical Services Holdings Limited (“Concord Medical” or the “Company”) (NYSE: CCM), the operator of the largest network of radiotherapy and diagnostic imaging centers in China, today announced its unaudited financial results for the first quarter ended March 31, 20101.
First Quarter Fiscal 2010 Highlights
    Total net revenues in the first quarter of 2010 were RMB76.2 million ($11.2million), a 36.6% increase from the corresponding period in 2009.
 
    Gross profit in the first quarter of 2010 was RMB49.1 million ($7.2million), a 30.4% increase from the corresponding period in 2009.
 
    Non-GAAP Net income2 in the first quarter of 2010 was RMB24.2 million ($3.5 million), a 10.7% increase from the corresponding period in 2009.
 
    Both Non-GAAP basic and diluted earnings per American Depository Share (“ADS”)3 for the first quarter of 2010 were RMB0.49 ($0.07).
 
    Adjusted EBITDA4 (non-GAAP) in the first quarter of 2010 was RMB57.9 million ($8.5 million), a 19.8% increase from the corresponding period in 2009.
 
    Concord Medical opened one center in the first quarter of 2010, bringing the total number of centers in operation to 89 across 37 cities in China, as of March 31, 2010. To date, the Company has entered into agreements to establish 38 new centers.
 
    The number of treatment patient cases and diagnostic patient cases was 6,868 and 26,562 during the first quarter of 2010, respectively. Treatment patient cases increased by 18.2% from the corresponding period in 2009. Diagnostic patient cases increased by 100.8% from the corresponding period in 2009.
“We are pleased with our solid financial results for the first quarter despite the usual seasonality factor associated with the Chinese New Year holiday,” said Dr. Jianyu Yang, director, president and chief executive officer of Concord Medical. “In addition, we made good
 
1   This announcement contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB6.8258 to US$1.00, the effective noon buying rate as of March 31, 2010 in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York.
 
2   Non-GAAP net income is defined in this announcement as net income excluding share-based compensation expenses, which amounted to RMB2.6 million ($0.4 million) for the first quarter of 2010. The Company did not incur share-based compensation expenses for the first quarter of 2009.
 
3   Each ADS represents three ordinary shares of the Company.
 
4   Adjusted EBITDA is defined in this announcement as net income plus interest, taxes, depreciation and amortization, share-based compensation expenses and other adjustments. Other adjustments include change in fair value of convertible notes, foreign exchange loss and other income.

 


 

progress toward our goal of operating at least 200 radiotherapy and diagnostic imaging centers by 2012. We opened one new center in the first quarter, acquired four centers in April, and our first specialty hospital, the Chang’an CMS International Cancer Center, is on track to begin operations in June 2010. Looking forward, we will continue to grow both organically and through acquisitions. On top of the four centers acquired in April, we also expect to open eight to ten centers organically in the second quarter, and will continue to explore additional acquisition targets for 2010.”
Dr. Yang added, “We continue to receive encouraging signals from industry regulators. On May 7, 2010, the Chinese State Council issued a new statement reiterating its intention to enhance the scope and quality of healthcare services by attracting more private investments. As the operator of the largest network of radiotherapy and diagnostic imaging centers in China, we are confident that Concord Medical is well positioned to benefit from the favorable market environment supported by medical reform policies and increasing consumer demand for world-class cancer treatment.”
Mr. Boxun Zhang, Concord Medical’s corporate vice president, commented, “In the first quarter of 2010, we achieved strong top line growth and made good progress toward our full year operational and financial targets. For the rest of the year, we will continue to enhance operational and financial efficiency while supporting our network expansion with our strong financial resources. As a newly listed company, we are also committed to fulfilling the requirements of Sarbanes Oxley Section 404 and we are in the process of reviewing our internal control mechanisms accordingly.”
First Quarter Fiscal 2010 Results
Concord Medical reported total net revenues of RMB76.2 million ($11.2 million) for the first quarter of 2010, representing a 36.6% increase from the corresponding period in 2009, primarily due to patient volume growth from established centers as well as from new centers opened in 2009.
Cost of revenues in the first quarter of 2010 was RMB27.0 million ($4.0 million), a 49.8% increase from the corresponding period in 2009, primarily due to increased depreciation expenses related to new centers opened in 2009.
Gross profit margin in the first quarter of 2010 was 64.5% as compared to 67.6% in the corresponding period in 2009. The marginal decrease was primarily due to new centers opened in the second half of 2009 having lower gross profit margin in their ramp-up periods comparing to established centers.
Operating expenses, consisting of selling expenses and general and administrative expenses, were RMB17.6 million ($2.6 million) in the first quarter of 2010, compared to RMB13.3 million in the previous quarter and RMB7.1 million in the corresponding period in

 


 

2009. The increase in operating expenses was mainly due to additional accrued expenses associated with post-IPO professional service charges, such as legal and auditing fees, and share-based compensation expenses, which are amortized through the year using the straight line method.
Operating Income was RMB31.5 million ($4.6 million), representing a 2.9% increase from the corresponding period in 2009. Operating profit excluding share-based compensation expenses (non-GAAP) was RMB34.1 million ($5.0 million), an 11.4% increase from the corresponding period in 2009.
Income tax expense was RMB8.5 million ($1.2 million), compared to an income tax expense of RMB6.7 million in the corresponding period in 2009. The effective tax rate for the first quarter of 2010 was 28.3% as compared to 22.9% in the previous quarter and 23.5% in the corresponding period in 2009. The increase in the effective tax rate was in relation to share-based compensation expenses and professional service expenses paid by off-shore subsidiaries being not directly tax deductable at on-shore entities.
Net income was RMB21.6 million ($3.2 million), representing a 1.2% decrease from the corresponding period in 2009. Both basic and diluted earnings per ADS for the first quarter of 2010 amounted to RMB0.44 ($0.06).
Net income excluding share-based compensation expenses (non-GAAP) was RMB24.2million ($3.5 million), a 10.7% increase from the corresponding period in 2009. Both Basic and diluted earnings per ADS excluding share-based compensation expenses (non-GAAP) for the first quarter of 2010 amounted to RMB0.49 ($0.07).
Adjusted EBITDA (non-GAAP), was RMB57.9 million ($8.5 million) for the first quarter of 2010, representing a 19.8% increase from the corresponding period in 2009.
Capital expenditure for the first quarter of 2010 was RMB81.4 million ($11.9 million). Total depreciation expenses were RMB17.1 million ($2.5 million). In addition, amortization of acquired intangibles was RMB6.7 million ($1.0 million). The Company expects amortization of acquired intangibles to be approximately RMB26.8 million ($3.9 million) in 2010, assuming no additional intangibles are acquired through potential acquisitions.
As of March 31, 2010, the Company had total fixed assets with a net book value of RMB592.3 million ($86.8 million) and cash of RMB993.6 million ($145.6 million).
As of March 31, 2010, the Company had bank credit lines totaling RMB2.1 billion (US$314.2 million).
Accounts receivable was RMB112.5 million ($16.5 million) as of March 31, 2010, similar to RMB111.3 million as of December 31, 2009.

 


 

Outlook for Fiscal Year 2010
Taking into consideration the projected contribution from the four recently acquired centers, Concord Medical raises the estimated range of total net revenues for 2010 to RMB367 million to RMB398 million, which would represent a 25.5% to 36.1% increase from 2009.
Also as a result of the recent acquisition, the Company raises its network expansion target to 34 to 39 radiotherapy and diagnostic imaging centers in 2010, and the range of expected total capital expenditures related to these new centers to RMB400 million to RMB450 million.
This forecast reflects Concord Medical’s current and preliminary view, which is subject to change.
Conference Call Information
Concord Medical’s management will hold an earnings conference call at 8 AM on May 27, 2010 U.S. Eastern Time (8 PM on May 27, 2010 Beijing/Hong Kong time).
Dial-in details for the earnings conference call are as follows:
     
US:
  +1 866.730.5766 
China:
  + 10.800.152.1490 (North) / 10.800.130.0399 (South)
Hong Kong:
  + 800.96.3844 
International:
  +1 857.350.1590 
 
   
Passcode:
  87425784 
A replay of the conference call may be accessed by phone at the following number until June 3, 2010:
     
US:
  + 1.888.286.8010 
International:
  + 1.617.801.6888 
 
   
Passcode:
  58084651 
Additionally, a live and archived webcast of this conference call will be available at http://ir.cmsholdings.com/.
About Concord Medical
Concord Medical operates the largest network of radiotherapy and diagnostic imaging centers in China in terms of revenues and the total number of centers in operation per available statistics. The Company currently operates a network of more than 89 centers spanning 37

 


 

cities and 21 provinces and administrative regions in China. Under long-term arrangements with top-tier hospitals in China, the Company provides radiotherapy and diagnostic imaging equipments and manages the daily operations of these centers located on its hospital partners’ premises. The Company also provides ongoing training to doctors and other medical personnel in its network of centers to ensure a high level of clinical care for patients.
Safe Harbor Statement
This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions. These forward looking statements are based upon management’s current views and expectations with respect to future events and are not a guarantee of future performance. Furthermore, these statements are, by their nature, subject to a number of risks and uncertainties that could cause actual performance and results to differ materially from those discussed in the forward-looking statements as a result of a number of factors. Such factors include: the number of new radiotherapy and diagnostic imaging centers opened; the increase in the number of patients in existing centers; the establishment of specialty cancer hospitals; changes in the healthcare industry in China, including changes in the healthcare policies and regulations of the PRC government; and technological or therapeutic changes affecting the field of cancer treatment and diagnostic imaging. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission at www.sec.gov. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
About Non-GAAP Financial Measures
To supplement the consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles (GAAP), Concord Medical uses certain non-GAAP measures. The Company presents certain of its financial information that is adjusted from results based on GAAP to exclude the impact of share-based compensation expense. The Company believes excluding share-based compensation expense from its non-GAAP financial measures is useful for its management and investors to assess and analyze the Company’s core operating results as such expense is not directly attributable to the underlying performance of the Company’s business operations and do not impact its cash earnings. Concord Medical also believes these non-GAAP measures excluding share-based compensation expense are important in helping investors to understand the Company’s current financial performance and future prospects and to compare business trends among different reporting periods on a consistent basis. In addition, Concord Medical also presents the non-GAAP measure of Adjusted EBITDA, which is defined in this announcement as net (loss) income plus interest, taxes, depreciation and amortization, share-based compensation expenses and other adjustments. Other adjustments include change in fair value of convertible notes, foreign exchange loss and other income. Furthermore, Adjusted EBITDA eliminates the impact of items that the Company does not consider indicative of the performance of its

 


 

network of centers. The Company believes investors will similarly use Adjusted EBITDA as one of the key metrics to evaluate its financial performance and to compare its current operating results with corresponding historical periods and with other companies in the healthcare services industry. The presentation of these additional measures should not be considered a substitute for or superior to GAAP results or as being comparable to results reported or forecasted by other companies. The non-GAAP measures have been reconciled to GAAP measures in the attached financial statements.
For investor and media inquiries please contact:
China
Stephanie Song
Concord Medical Services
+86-10-5957-5287
stephanie.song@cmsholdings.com
Lilian Wong
Brunswick Group, LLC
+86-10-6566-2256
lwong@brunswickgroup.com
U.S.
Nicki Kahner
Brunswick Group, LLC
+1-212-333-3810
nkahner@brunswickgroup.com

 


 

Concord Medical Services Holdings Co., Ltd.
Unaudited Condensed Consolidated Balance Sheets
(in thousand)
                         
    December 31, 2009   March 31, 2010
    RMB   RMB   US$
ASSETS
                       
Current assets
                       
 
                       
Cash
    1,037,239       993,597       145,565  
Restricted cash, current portion
    293       593       87  
Accounts receivable
    111,328       112,527       16,486  
Prepayment and other current assets
    100,484       119,552       17,516  
Deferred tax assets, current portion
    3,168       2,788       408  
     
 
                       
Total current assets
    1,252,512       1,229,057       180,062  
     
 
                       
Non-current assets
                       
 
                       
Property, plant and equipment, net
    584,869       592,265       86,769  
Goodwill
    300,163       300,163       43,975  
Acquired intangible assets, net
    155,345       148,641       21,776  
Deposits for non-current assets
    115,323       144,480       21,167  
Deferred tax assets, non-current portion
    19,700       20,531       3,008  
Net investment in financing lease
          23,176       3,395  
Other non-current assets
    11,532       50,149       7,347  
Restricted cash, non-current portion
    4,421       6,564       962  
     
 
                       
Total non-current assets
    1,191,353       1,285,969       188,399  
     
 
                       
Total assets
    2,443,865       2,515,026       368,461  
     
 
                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
Current liabilities
                       
 
                       
Short-term bank borrowing
    11,500       27,000       3,956  
Long-term bank borrowings, current portion
    35,647       31,424       4,604  
Accounts payable
    9,759       9,822       1,439  
Accrual for purchase of property, plant and equipment
    12,043       10,120       1,483  
Obligations under capital leases, current portion
    3,582       3,582       525  
Accrued expenses and other liabilities
    48,663       47,486       6,957  
Income tax payable
    14,642       14,996       2,197  
Deferred revenue, current portion
    10,401       12,012       1,760  
Amounts due to related parties
    1,546       1,617       237  
     


 

                         
    December 31, 2009   March 31, 2010
    RMB   RMB   US$
Total current liabilities
    147,783       158,059       23,158  
     
 
                       
Non-current liabilities
                       
 
                       
Long-term bank borrowings, non-current portion
    102,755       132,009       19,340  
Deferred revenue, non-current portion
    5,188       12,964       1,899  
Obligations under capitalized leases, non-current portion
  8,074     7,412       1,086  
Lease deposit
    1,000       1,000       147  
Deferred tax liabilities, non-current portion
    25,317       25,920       3,797  
     
 
                       
Total non-current liabilities
    142,334       179,304       26,269  
     
 
                       
     
Total liabilities
    290,117       337,363       49,427  
     
 
                       
Commitments and contingencies
                       
 
                       
Shareholders’ equity
                       
Ordinary shares
    108       108       16  
Additional paid-in capital
    2,671,910       2,674,496       391,822  
Accumulated other comprehensive loss
    (3,987 )     (4,237 )     (621 )
Accumulated deficit
    (514,283 )     (492,704 )     (72,183 )
     
 
                       
Total shareholders’ equity
    2,153,748       2,177,663       319,034  
     
 
                       
Total liabilities and shareholders’ equity
    2,443,865       2,515,026       368,461  
     
 
*   Amounts for the year ended December 31, 2009 were derived from the December 31, 2009 unaudited consolidated financial statements.


 

Concord Medical Services Holdings Co., Ltd.
Unaudited Condensed Consolidated Statements of Income
(in thousand, except per ADS data)
                         
    For The Three Months Ended  
    March 31, 2009     March 31, 2010  
    RMB     RMB     US$  
Revenue, net
                       
Lease and management services
    47,349       71,707       10,505  
Management services
    8,323       2,721       399  
Other, net
    79       1,753       257  
         
Total net revenues
    55,751       76,181       11,161  
         
 
                       
Cost of revenues
                       
Lease and management services
    (11,171 )     (20,336 )     (2,979 )
Amortisation of acquired intangibles
    (6,882 )     (6,704 )     (982 )
Management services
    (3 )     (1 )     (0 )
         
Total cost of revenues
    (18,056 )     (27,041 )     (3,962 )
         
 
                       
Gross profit
    37,695       49,140       7,199  
         
 
                       
Operating expenses
                       
 
                       
Selling expenses
    (1,316 )     (2,093 )     (307 )
General and administrative expenses
    (5,754 )     (15,529 )     (2,275 )
 
                       
Operating income
    30,625       31,518       4,617  
Interest expense
    (1,638 )     (1,980 )     (290 )
Foreign exchange loss
    (663 )     (776 )     (114 )
Gain from disposal of equipment
          344       50  
Interest income
    224       975       143  
 
                       
Income before income taxes
    28,548       30,081       4,407  
Income tax expense
    (6,709 )     (8,503 )     (1,246 )
         
Net income
    21,839       21,578       3,161  
         
 
                       
Accretion of Series A contingently redeemable convertible preferred shares
    (7,951 )            
Accretion of Series B contingently redeemable convertible preferred shares
    (12,796 )            


 

                         
    For The Three Months Ended  
    March 31, 2009     March 31, 2010  
    RMB     RMB     US$  
Net income attributable to ordinary shareholders
    1,092       21,578       3,161  
         
 
                       
Earnings per ADS
                       
Basic /Diluted
    0.05       0.44       0.06  
 
                       
Weighted average number of ADS outstanding:
                       
Basic /Diluted
    23,476,033       49,151,833       49,151,833  


 

Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures (*)
(in RMB thousands, unaudited)
                                                 
    Three months ended March 31, 2009   Three months ended March 31, 2010
                    Non-GAAP                   Non-GAAP
    GAAP Result   Adjustment   Results   GAAP Result   Adjustment   Results
Operating profit
    30,625             30,625       31,518       2,586       34,104  
Net income
    21,839             21,839       21,578       2,586       24,164  
Net income attributable to ordinary
shareholders
                               
Basic (Loss) earning per ADS
    0.05             0.05       0.44       0.05       0.49  
Diluted (Loss) earning per ADS
    0.05             0.05       0.44       0.05       0.49  
 
(*)   The adjustment is only for share-based compensation.

 


 

Reconciliation from net income to adjusted EBITDA(*)
(in RMB thousands, unaudited)
                 
    Three months   Three months
    ended   ended
    March 31, 2009   March 31, 2010
Net income
    21,839       21,578  
Interest expense, net
    1,414       1,005  
Income taxes expense (benefit)
    6,709       8,503  
Depreciation and amortization
    17,753       23,842  
Share-based compensation
          2,586  
Other adjustments
    663       432  
     
Adjusted EBITDA
    48,378       57,946  
     
 
(*)   Definition of adjusted EBITDA: Adjusted EBITDA is defined as net (loss) income plus interest, taxes, depreciation and amortization, share-based compensation expenses and other adjustments. Other adjustments include change in fair value of convertible notes, foreign exchange loss and other income.