Form 6-K

 

 

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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2013

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  x            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):  ¨

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  ¨             No  x

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

 

 

 


TABLE OF CONTENTS

 

SIGNATURE

EX-99.1


TABLE OF CONTENTS

Exhibit 99.1 – Press release: Concord Medical Reports First Quarter 2013 Financial Results


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:   Chairman and Chief Executive Officer

Date: May 22, 2013

EX-99.1

Exhibit 99.1

Concord Medical Reports First Quarter 2013 Financial Results

BEIJING, May 21, 2013 /PRNewswire-Asia-FirstCall/ — Concord Medical Services Holdings Limited (“Concord Medical” or the “Company”) (NYSE: CCM), a leading specialty hospital management solution provider and operator of the largest network of radiotherapy and diagnostic imaging centers in China and the parent of Chang’an Hospital, today reported its unaudited consolidated financial results for the first quarter ended March 31, 2013[1].

First Quarter 2013 Highlights

 

   

Total net revenue, which consists of net revenues generated from the network business and hospital business, was RMB203.9 million ($32.8 million) in the first quarter of 2013, a 91.1% increase from RMB106.7 million in the first quarter of 2012.

   

Gross profit in the first quarter of 2013 was RMB71.5 million ($11.5 million), a 14.8% increase from RMB62.3 million in the first quarter of 2012.

   

Net income attributable to ordinary shareholders in the first quarter of 2013 was RMB19.7 million ($3.2 million), an 18.6% decrease from RMB24.2 million in the first quarter of 2012.

   

Basic and diluted earnings per American depositary share (“ADS”)[2] in the first quarter of 2013 were RMB0.44 ($0.07).

   

Adjusted EBITDA[3] (non-GAAP) in the first quarter of 2013 was RMB89.0 million ($14.3 million), a 21.0% increase from RMB73.6 million in the first quarter of 2012.

Dr. Jianyu Yang, Chairman and Chief Executive Officer of Concord Medical, stated, “I am pleased with the financial results of first quarter of 2013, especially the strong revenue growth, healthy gross profit and Adjusted EBITDA compared with the first quarter of 2012. During the quarter, we benefited from the continuously increasing demand from the general population for high-quality and affordable healthcare services. We saw a positive momentum in patient number growth in both our network and hospital businesses.”

“Since 2012, we have increased our investment in the telemedicine and web business units. In telemedicine, we are building a network based on data transmission and storage technology that will enable doctors and physicists in our network to more easily communicate and consult with each other on cases. We are also setting up telemedicine centers in hospitals in remote areas so that the doctors there can benefit from the knowledge and expertise of other doctors in the CCM network. We have also invested in web-based and mobile marketing business units that will helped our centers targeting new patients more effectively. We believe that these new business units will bring incremental future revenues to the company. We plan to continue investing in these business units.”

 

1


“Based on our estimates of the business environment and progress so far in 2013, we are confident that we will achieve the 2013 revenue targets of RMB930 million to RMB975 million issued in the first quarter.”

“On May 15, 2013, we announced the signing of a $50 million loan package with International Finance Corporation (“IFC”). We will use the loan to expand our network of radiotherapy centers in China as well as to build the planned specialty hospitals in Beijing and Guangzhou. These hospitals represent crucial components of our growth strategy to create a nationwide network of oncology centers and specialty hospitals, providing high-quality radiotherapy services to all of our patients in China.”

“We plan to start construction of our specialty cancer hospital in Guangzhou during the second half of 2013. Also, we have made progress towards obtaining the necessary administrative approvals related to the Beijing hospital project, in cooperation with Sino-Japanese Friendship Hospital. Once both hospitals are open, they will provide high-end radiotherapy services, based on international standard of quality assurance and planning.”

Recent Developments

IFC loan Agreement – On May 15, 2013, the Company announced that it had signed a US$50 million loan package agreement with IFC, a member of the World Bank Group focusing on private sector development in emerging markets.

Share repurchase program – On October 9, 2012, the Company announced that its board of directors has approved the extension of its share repurchase program originally approved by the board of directors on September 30, 2011. During the first quarter of 2013, the Company repurchased 105,067 ADSs, representing 315,201 ordinary shares for a total $0.4 million, including commissions.

Through March 31, 2013, the Company has repurchased 2,293,808 ADSs, representing 6,881,424 ordinary shares, in the open market, for a total consideration of $8,068,225 (including commissions) under the share repurchase program. As of March 31, 2013, the Company had 18.9 million ADSs outstanding, representing 56.7 million ordinary shares.

First quarter 2013 results by segment

Network business

The Company added one radiotherapy center in the first quarter of 2013, bringing the total number of centers in operation to 137 in 54 cities in China as of March 31, 2013. As of the same date, the Company had entered into agreements to establish 11 additional centers.

 

2


Net revenues from the network business were RMB111.7 million ($18.0 million) for the first quarter of 2013, representing an increase of 4.6% from the first quarter of 2012, primarily due to increase in number of patients in our existing centers as well as contribution from the new centers opened during 2012.

Gross profit margin of the network business was 55.4% for the first quarter of 2013, as compared with 58.4% for the first quarter of 2012. The lower gross profit margin was primarily due to increased compensation and operating cost at our centers.

Capital expenditure of the network business was RMB33.8 million ($5.4 million) for the first quarter of 2013, compared with RMB36.0 million in the first quarter of 2012.

Selling expenses in the network business were RMB16.5 million ($2.7 million) for the first quarter of 2013, representing an increase of 106% from the first quarter of 2012. The increase was mainly due to selling expenses relating to our telemedicine and web business of RMB4.5 million ($0.7 million). The Company also incurred higher marketing and promotion expenses relating to newly opened centers.

General and administrative expenses in the network business were RMB20.8 million ($3.4 million), representing an increase of 22.9% from the first quarter of 2012. The increase was mainly due to general and administrative expenses relating to the telemedicine and web business of RMB2.1 million ($0.3 million).

Accounts receivable from the network business was RMB185.9 million ($29.9 million) as of March 31, 2013, as compared to RMB168.3 million as of December 31, 2012. The average period of sales outstanding for accounts receivable, or Days Sales Outstanding (DSO) was 155 days for the first quarter of 2013, as compared to 153 days for the fourth quarter of 2012.

As of March 31, 2013, the Company, not including Chang’an Hospital, had bank credit lines of RMB2,217 million ($357.1 million), of which RMB912.0 million ($146.8 million) was utilized.

During the first quarter of 2013, the Company handled 7,517 patient treatment cases and 71,084 patient diagnostic cases in the center network, representing a 4.4% decrease and 59.6% increase from the first quarter of 2012, respectively.

 

3


Hospital business

Financial results of Chang’an Hospital were consolidated into our results of operations since the third quarter of 2012 after we consummated the acquisition of 52% equity interest in Chang’an Hospital. Net revenues from the hospital business were RMB92.3 million ($14.9 million) for the first quarter of 2013, which consisted of:

 

   

outpatient revenues of RMB18.4 million ($3.0 million), representing 20% of the net revenues from the hospital business;

   

inpatient revenues of RMB34.1 million ($5.5 million), representing 37% of the net revenues from the hospital business; and

   

medicine revenues of RMB39.8 million ($6.4 million), representing 43% of the net revenues from the hospital business.

Cost of service for the hospital business for the first quarter of 2013 was RMB82.6 million ($13.3 million), of which the medicine cost was RMB33.9 million ($5.5 million) and the medical service cost was RMB48.7 million ($7.8 million).

Gross profit margin of the hospital business was 10.5% for the first quarter of 2013.

Capital expenditure of the hospital business was RMB9.8 million ($1.6 million) for the first quarter of 2013.

General and administrative expenses in the hospital business were RMB4.6 million ($0.7 million).

As of March 31, 2013, Chang’an Hospital had accounts receivable of RMB30.8 million ($5.0 million), representing days sales outstanding of 36 days, as compared to 34 days for the fourth quarter of 2012. The accounts receivable was mainly from medical revenues covered by various government-sponsored insurance programs. Chang’an Hospital settles the balance with the local social insurance bureau on a periodic basis.

Chang’an Hospital received 117,773 outpatients and 7,530 inpatients for the first quarter of 2013. The average bed utilization for the quarter was 89.2%. The average days of hospital stay was 10.0 days per patient for the quarter. Chang’an Hospital operated 1,015 beds as of March 31, 2013.

Chang’an Hospital is a leading private-owned, general service, for-profit hospital, located in Xi’an, Shanxi Province. Established in 2002, Chang’an Hospital had 57 departments with over 1,250 medical and non-medical staff as of March 31, 2013.

2013 Outlook

Based on current market and operating conditions, estimated business expansion and forecasted Chang’an Hospital financial results, Concord Medical expects to generate total net revenues in an estimated range of RMB930 million to RMB975 million in 2013, which would represent a 40% to 47% increase from 2012. The revenues from network business and hospital business as percentages to total revenues are expected to be approximately 55% and 45% in 2013, respectively. Finally, the Company is targeting to start construction of the specialty cancer oncology hospital in Guangzhou in 2013.

 

4


These estimates are based on current market and operating conditions, are subject to change, and may be impacted positively or negatively by factors outside the Company’s control, including but not limited to macroeconomic events in the markets in which the Company operates. See “Safe Harbor Statement” below for additional information regarding forward-looking statements.

Conference Call Information

Concord Medical’s management will hold an earnings conference call at 8:00 a.m. Eastern Daylight Time on May 22, 2013 (8:00 p.m. Beijing/Hong Kong time on May 22, 2013).

Dial-in details for the earnings conference call are as follows:

U.S. Toll Free: 1-866-519-4004

U.K. Toll Free: 08082346646

International: 65 67239381

China Toll Free: 400-620-8038 / 800-819-0121

Hong Kong Toll Free: 800-930-346

Passcode: CCM

A replay of the conference call may be accessed by phone at the following numbers for 7 days:

U.S. Toll Free: 1-855-452-5696

International: +61 2 8199 0299

Conference ID: 71197242

Additionally, a live and archived webcast of this conference call will be available at http://ir.concordmedical.com/.

About Concord Medical

Concord Medical Services Holdings Limited operates the largest network of radiotherapy and diagnostic imaging centers in China, measured by revenues and the number of centers in operation and is the parent of Chang’an Hospital. As of March 31, 2013, the Company operated a network of 137 centers with 77 hospital partners that spanned 54 cities and 24 provinces and administrative regions in China. Under long-term arrangements with top-tier hospitals in China, Concord Medical provides radiotherapy and diagnostic imaging equipment and manages the daily operations of these centers, which are located on the premises of its hospital partners. The Company also provides ongoing training to doctors and other medical professionals in its network of centers to ensure a high level of clinical care for patients. For more information, please see http://ir.concordmedical.com.

 

5


Safe Harbor Statement

This news release may contain “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; technological or therapeutic changes affecting the field of cancer treatment and diagnostic imaging; and possible effects on consumers and hospitals, hospital construction, and suppliers, as a result of inflation and the Chinese government’s policies and actions to control inflation. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. The Company does not assume any obligation to update any forward-looking statement, except as required by 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 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 current 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 income plus interest, taxes, depreciation and amortization, share-based compensation expenses, and other adjustments. Other adjustments include foreign exchange losses and other expense income. Furthermore, Adjusted EBITDA eliminates the impact of items that the Company does not consider to be indicative of the performance of the network business and hospital business. 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 information.

 

6


For more information, please contact:

Concord Medical Services

Mr. Adam J. Sun (Chinese and English)

+86 10 5957 5266

adam.sun@concordmedical.com

Mr. Ting Jia (Chinese and English)

+86 10 5903 6688 (ext. 809)

ting.jia@concordmedical.com

Ms. Gloria Huang (Chinese and English)

+86 10 5903 6688 (ext. 639)

gloria.huang@concordmedical.com

 

Solebury Communications

In China:

Ms. Vickie Zhao

CCM@soleburyir.com

(+86) 10 6563-0288 (ext. 801)

In the United States:

Mr. Richard Zubek

rzubek@soleburyir.com

(+1) 203-428-3231

 

 

[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 RMB6.2108 to US$1.00, the effective noon buying rate as of March 31, 2013 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] Each ADS represents three ordinary shares of the Company.

[3] Definition of adjusted EBITDA: Adjusted EBITDA is defined as net income plus interest, taxes, depreciation and amortization, share-based compensation expenses and other adjustments. Other adjustments include foreign exchange gain, loss from disposal of property, plant and equipment and other income or expense.

 

7


Concord Medical Services Holdings Co., Ltd.

Consolidated Balance Sheets

(in thousands)

 

     December 31, 2012 (*)     March 31, 2013  
     RMB     RMB     US$  
           (Unaudited)     (Unaudited)  
ASSETS                   

Current assets

      

Cash

     75,382        181,511        29,225   

Restricted cash, current portion

     284,047        284,002        45,727   

Accounts receivable

     210,307        216,690        34,889   

Inventories

     8,681        12,079        1,945   

Prepayments and other current assets

     67,472        115,309        18,566   

Net investments in direct financing leases, current portion

     89,451        114,246        18,395   

Deferred tax assets, current portion

     16,593        19,617        3,159   

Loan to a noncontrolling shareholder of a subsidiary

     100,000        93,410        15,040   

Amount due from related parties

     1,200        1,446        233   

Total current assets

     853,133        1,038,310        167,179   
  

 

 

   

 

 

   

 

 

 

Non-current assets

      

Property, plant and equipment, net

     1,522,920        1,530,599        246,442   

Goodwill

     292,885        292,885        47,157   

Intangible asset, net

     146,512        138,570        22,311   

Deposits for non-current assets

     162,938        90,496        14,571   

Net investments in direct financing leases, non-current portion

     171,545        222,757        35,866   

Deferred tax assets, non-current portion

     18,110        16,811        2,707   

Equity method investments

     230,589        233,100        37,531   

Other non-current assets

     114,758        114,330        18,408   

Prepaid land lease payments

     90,124        89,491        14,409   

Indemnification assets

     61,706        61,706        9,935   
  

 

 

   

 

 

   

 

 

 

Total non-current assets

     2,812,087        2,790,745        449,337   
  

 

 

   

 

 

   

 

 

 

Total assets

     3,665,220        3,829,055        616,516   
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND EQUITY

      

Current liabilities

      

Short-term bank borrowings

     383,083        383,140        61,689   

Long-term bank borrowings, current portion

     191,473        245,951        39,601   

Accounts payable

     100,563        116,443        18,748   

Accrual for purchase of property, plant and equipment

     40,691        31,165        5,018   

Obligations under capital leases, current portion

     2,117        1,225        197   

Accrued expenses and other liabilities

     92,040        98,069        15,790   

Income tax payable

     22,433        19,768        3,183   

Deferred revenue, current portion

     18,975        19,369        3,119   

Amount due to related parties, current portion

     5,910        8,311        1,338   

Deferred tax liabilities, current portion

     2,248        3,384        545   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     859,533        926,825        149,228   
  

 

 

   

 

 

   

 

 

 

Non-current liabilities

      

Long-term bank borrowings, non-current portion

     300,901        382,926        61,655   

Accrued unrecognized tax benefits & surcharge, non-current portion

     67,719        67,719        10,903   

Other long term liabilities

     34,646        33,336        5,367   

Amount due to related parties, non current

     26,828        26,828        4,320   

Deferred tax liabilities, non-current portion

     35,683        32,855        5,290   
  

 

 

   

 

 

   

 

 

 

Total non-current liabilities

     465,777        543,664        87,535   
  

 

 

   

 

 

   

 

 

 

Total liabilities

     1,325,310        1,470,489        236,763   
  

 

 

   

 

 

   

 

 

 

Commitments and contingencies

      

EQUITY

      

Ordinary shares

     105        105        17   

Treasury stock

     (5     (4     (1

Additional paid-in capital

     2,517,496        2,516,986        405,260   

Accumulated other comprehensive loss

     (16,955     (16,830     (2,710

Accumulated deficit

     (469,055     (449,372     (72,353
  

 

 

   

 

 

   

 

 

 

Total Concord Medical Services Holdings Limited shareholders’ equity

     2,031,586        2,050,885        330,213   

Noncontrolling interests

     308,324        307,681        49,540   
  

 

 

   

 

 

   

 

 

 

Total equity

     2,339,910        2,358,566        379,753   
  

 

 

   

 

 

   

 

 

 

Total liabilities and equity

     3,665,220        3,829,055        616,516   
  

 

 

   

 

 

   

 

 

 
(*) Amounts for the year ended December 31, 2012 were derived from the December 31, 2012 audited consolidated financial statements.


Concord Medical Services Holdings Limited

Consolidated Statements of Income

(in thousands, except per ADS data)

 

     For The Three Months Ended  
     March 31, 2012 (*)     March 31, 2013  
     RMB     RMB     US$  
Revenues, net of business tax, value-added tax and related surcharges    (Unaudited)     (Unaudited)     (Unaudited)  

Network

     106,731        111,655        17,978   

Hospital-Medicine income

     –           39,760        6,402   

Hospital-Medical service income

     –           52,499        8,453   
  

 

 

   

 

 

   

 

 

 

Total net revenues

     106,731        203,914        32,833   

Cost of revenues

      

Network

     (44,446     (49,844     (8,025

Hospital-Medicine cost

     –           (33,893     (5,457

Hospital-Medical service cost

     –           (48,704     (7,842
  

 

 

   

 

 

   

 

 

 

Total cost of revenues

     (44,446     (132,441     (21,324

Gross profit

     62,285        71,473        11,509   

Operating expenses

      

Selling expenses

     (7,979     (16,457     (2,650

General and administrative expenses

     (16,965     (25,403     (4,090
  

 

 

   

 

 

   

 

 

 

Operating income

     37,341        29,613        4,769   

Interest expenses

     (3,810     (9,276     (1,494

Foreign exchange gain, net

     60        2        –      

Loss on disposal of property, plant and equipment

     (1,396     (110     (18

Interest income

     1,559        5,443        876   

Share of net profit of equity investees

     –           4,238        682   

Other (expense) income, net

     7        (58     (9
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     33,761        29,852        4,806   

Income tax expenses

     (8,773     (10,812     (1,741

Net income

     24,988        19,040        3,065   
  

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to noncontrolling interests

     809        (643     (104

Net income attributable to ordinary shareholders

     24,179        19,683        3,169   
  

 

 

   

 

 

   

 

 

 

Earnings per ADS

      

Basic /Diluted

     0.52        0.44        0.07   

Weighted average number of ADS outstanding:

      

Basic /Diluted

     46,849,399        45,098,232        45,098,232   

Other comprehensive income, net of tax

      

Foreign currency translation

     28        125        20   

Total other comprehensive income, net of tax

     28        125        20   
  

 

 

   

 

 

   

 

 

 

Comprehensive income

     25,016        19,165        3,085   
  

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) attributable to noncontrolling interests

     809        (643     (104
  

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to Concord Medical Services Holdings Limited’s shareholders

     24,207        19,808        3,189   
  

 

 

   

 

 

   

 

 

 

(*) Certain amounts in the prior year quarterly financial information are being reclassified for comparison purposes.


Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP  measures (*)

(in RMB thousands, unaudited)

 
    For the three months ended March 31, 2012     For the three months ended March 31, 2013  
    GAAP Measure     Adjustment     Non-GAAP Measure     GAAP Measure     Adjustment     Non-GAAP Measure  

Operating income

    37,341        2,271        39,612        29,613        2,244        31,857   

Net income

    24,988        2,271        27,259        19,040        2,244        21,284   

Basic earnings per ADS

    0.52        0.05        0.57        0.44        0.05        0.49   

Diluted earnings per ADS

    0.52        0.05        0.57        0.44        0.05        0.49   

(*) The only adjustment is share-based compensation.


Reconciliation from net income to adjusted EBITDA(*) (in RMB thousands, unaudited)  
     For the three months ended      For the three months ended  
     March 31, 2012      March 31, 2013  

Net income

     24,988         19,040   

Interest expenses, net

     2,251         9,276   

Income tax expenses

     8,773         10,812   

Depreciation and amortization

     33,964         47,473   

Share-based compensation

     2,271         2,244   

Other adjustments

     1,329         166   
  

 

 

 

Adjusted EBITDA

     73,576         89,011   
  

 

 

 

(*) Definition of adjusted EBITDA: Adjusted EBITDA is defined as net income plus interest, taxes, depreciation and amortization, share-based compensation expenses and other adjustments. Other adjustments include foreign exchange gain, loss from disposal of property, plant and equipment and other income or expense.