Form 6-k
Table of Contents

 

 

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 August 2015

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

TABLE OF CONTENTS

 

SIGNATURE

EX-99.1


Table of Contents

TABLE OF CONTENTS

 

Exhibit 99.1 – Concord Medical Reports Financial Results for the Second Quarter of 2015


Table of Contents

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: August 18, 2015

EX-99.1

Exhibit 99.1

Concord Medical Reports Financial Results for the Second Quarter of 2015

BEIJING, August 17, 2015 /PRNewswire/ — 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, today announced its unaudited interim consolidated financial results for the second quarter of 2015[1]. The financial results of Fortis Surgical Hospital were consolidated in this quarter. Please note that for the second quarter of 2014, the financial contribution from Chang’an Hospital is reflected as the Net income from discontinued operations.

Second Quarter 2015 Highlights

 

    Total net revenue increased by 8.5% to RMB174.5 million ($28.2 million) in the second quarter of 2015, including net revenue from the network business of RMB166.3 million ($26.8 million) and net revenue from the Fortis Surgical Hospital of RMB8.2 million ($1.3 million).

 

    Gross profit was RMB79.2 million ($12.8 million) in the second quarter of 2015, compared to RMB93.6 million in the second quarter of 2014.

 

    Net income attributable to ordinary shareholders in the second quarter of 2015 increased by 4.4% to RMB36.5 million ($5.9 million) from RMB35.0 million in the second quarter of 2014, which includes the Net loss attributable to shareholders of Fortis Surgical Hospital of RMB7.8 million ($1.3 million).

 

    Both basic and diluted earnings per American Depositary Share (“ADS”) [2] in the second quarter of 2015 were RMB0.81 ($0.13), compared with RMB0.78 in the second quarter of 2014.

 

    Adjusted EBITDA[3] (non-GAAP) was RMB66.0 million ($10.6 million) in the second quarter of 2015, compared to RMB92.4 million in the second quarter of 2014.

Dr. Jianyu Yang, Chairman and Chief Executive Officer of Concord Medical, commented, “During the second quarter of 2015, we have achieved several important strategic goals. First, the revenue from the network business increased 3.4% to RMB166.3 million compared to the same period last year. We expect ongoing strong operating cash flow from our network business to support the expansion of our planned hospital projects. Second, we have successfully integrated Fortis Surgical Hospital in Singapore into our operations. Their financial results were consolidated into our financial results the second quarter.

Thirdly, we have strengthened our strategic partnership with MD Anderson Cancer Center (MDACC) by acquiring additional ownership in the MDACC Proton Therapy Center (MDACC PTCH) in August 2015. Concord Medical has become the controlling shareholder of the management company of MDACC PTCH. We aim to assist MDACC and MCACC PTCH to expand their business and market reach in China, the fastest growing healthcare market in the world. Concord Medical plans to build and operate multiple proton centers in China. This transaction will help Concord Medical to consolidate its leadership position in the radiotherapy industry and to build an exchange platform for academics and doctors in both China and the U.S.

Additionally, in order to take advantage of the current capital market enthusiasm for healthcare companies and in an effort to fully unleash the value in our business, the Company has decided to seek listing of its wholly owned subsidiary Beijing Concord Hospital Management Co., Ltd on the National Equities Exchange and Quotations (“NEEQ”) in China, also known as the New Third Board in China. The goal is to maximize returns to the current shareholders. Beijing Concord Hospital Management Co. Ltd focuses on providing management services to the Company’s existing network centers and the secondary hospitals projects in the future.”


2015 Second Quarter Financial Results by Segment

Network Business

The Company closed three radiotherapy centers in the second quarter of 2015. As of June 30, 2015, the Company operated a network of 129 centers in 53 cities in China and had entered into agreements to establish two additional centers.

Net revenue from the network business increased by 3.4% to RMB166.3 million ($26.8 million) in the second quarter of 2015 from net revenue from the network business of RMB160.8 million in the second quarter of 2014. The increase in net revenue from the network business was primarily attributable to improvement in product mix, especially increased contribution from PET-CT and Cyber Knife centers in the network.

Cost of revenue of the network business was RMB81.5 million ($13.1 million) in the second quarter of 2015, compared to RMB67.2 million in the second quarter of 2014. The increase in cost of revenue was mainly due to the increased medical consumable expenses and maintenance expenses for the network.

Gross profit from the network business was RMB84.8 million ($13.7 million) in the second quarter of 2015, compared to RMB93.6 million in the second quarter of 2014. The gross profit margin of the network business for the second quarter of 2015 was 51.0%, compared to 58.2% for the second quarter of 2014. The decrease in gross profit was mainly due to higher cost of revenue attributable to the increased medical consumable expenses and maintenance expenses for the network.

Selling expenses of the network business were RMB26.8 million ($4.3 million) in the second quarter of 2015, compared to RMB20.6 million in the second quarter of 2014. Selling expenses as a percentage of total net revenue increased to 16.1% in the second quarter of 2015 from 12.8% in the second quarter of 2014. The increase in selling expenses was mainly due to increased conference, advertising and travel expenses.

General and administrative expenses of the network business were RMB25.4 million ($4.1 million) in the second quarter of 2015, compared to RMB20.5 million in the second quarter of 2014. General and administrative expenses as a percentage of total net revenue was 15.3% in the second quarter of 2015, compared to 12.8% in the second quarter of 2014. The increase general and administrative expenses were mainly due to higher travel, rental and office expenses incurred in the quarter.

Capital expenditures of the network business were RMB26.9 million ($4.3 million) in the second quarter of 2015, compared with RMB2.5 million in the second quarter of 2014.

Accounts receivable from the network business increased to RMB285.8 million ($46.1 million) as of June 30, 2015 from RMB265.0 million as of December 31, 2014. The average period of sales outstanding for accounts receivable (also known as Days Sales Outstanding) was 167 days in the second quarter of 2015.

As of June 30, 2015, the Company, excluding Fortis Surgical Hospital which was acquired in April 2015, had bank credit lines totaling RMB3.2 billion (US$513.6 million), of which RMB1.1 billion ($175.4 million) were utilized.

During the second quarter of 2015, the Company handled 6,584 patient treatment cases and 84,136 patient diagnostic cases, representing 4.9% decrease and 2.5% decrease from the second quarter of 2014, respectively, mainly due to the closure of 3 centers during the quarter.


Hospital Business

Fortis Surgical Hospital is a leading private-owned for-profit surgical hospital in Singapore. The Company closed the acquisition of Fortis Surgical Hospital in April 2015 and is now transforming it into a cancer specialty hospital.

Net revenues from the hospital business were RMB8.2 million ($1.3 million or S$1.8 million [4]) for the second quarter of 2015 which were comprised of:

 

    inpatient revenues of RMB7.2 million ($1.2 million), representing 87.7% of the net revenues from the hospital business;

 

    outpatient revenues of RMB0.4 million ($0.1 million), representing 4.9% of the net revenues from the hospital business; and

 

    medicine revenues of RMB0.6 million ($0.1 million), representing 7.4 % of the net revenues from the hospital business.

Cost of service of the hospital business for the second quarter of 2015 was RMB13.8 million ($2.2 million or S$3.0 million).

Selling expenses of the hospital business were RMB0.05 million ($0.01 million or S$0.01 million) for the second quarter of 2015.

General and administrative expenses of the hospital business were RMB7.3 million ($1.2 million or S$1.6 million) for the second quarter of 2015, of which the employee benefit expenses were RMB5.3 million ($0.9 million or S$1.2 million).

There were no capital expenditures for the hospital business for the second quarter of 2015.

As of June 30, 2015, Fortis Surgical Hospital had accounts receivable of RMB2.8 million ($0.5 million or S$0.7 million). The number of day sales outstanding was 40 days. The accounts receivable balance was mainly related to outstanding balances to be collected from patients.

Fortis Surgical Hospital operated 31 beds and had 80 medical and non-medical staff as of June 30, 2015.

Recent Developments

Share Repurchase Program- On August 10, 2015, the Company announced a share repurchase program, under which Concord Medical is authorized to repurchase up to $20 million of its outstanding American depositary shares (“ADSs”) from time to time for cash in open market transactions or by other means as long as the price per ADS is no more than $8.00, depending on market conditions and other factors.

Additional Ownership Interest in MD Anderson Cancer Center Proton Therapy Center- On August 12, 2015, the Company closed the acquisition of additional ownership interest of The University of Texas MD Anderson Cancer Center (“MD Anderson”) Proton Therapy Center (“MD Anderson Proton Therapy Center”) from an existing owner of the general partner. After the closing, Concord Medical is now the controlling shareholder of PTC-Houston Management, LP (PTCHM), the general partner of the center, and will consolidate its financial results beginning in the third quarter of 2015.

Notes:

 

[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 RMB6.2000 to US$1.00, the effective noon buying rate as of June 30, 2015 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), loss from disposal of property, plant and equipment disposal and acquisition of subsidiaries, and other income or expense.
[4] Translation of Singapore dollar amount into U.S. dollar amount is made at a rate of SGD1.3469 to US$1.00, the effective noon buying rate as of June 30, 2015, as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.


Conference Call Information

Concord Medical’s management will hold an earnings conference call at 8:00 a.m. Eastern Time on August 18, 2015 (8:00 p.m. Beijing/Hong Kong time on August 18, 2015).

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

 

U.S. Toll Free:

   1 866 519 4004         
International:    65 67135090         
U.K. Toll Free:    08082346646         
Hong Kong Toll Free:    800-906-601         
China Local:    400-620-8038 / 800-819-0121      
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:    6 12 8199 0299
Conference ID:    3485668

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 is a leading specialty hospital management solution provider and operator of the largest network of radiotherapy and diagnostic imaging centers in China. As of June 30, 2015, the Company operated a network of 129 centers with 76 hospital partners that spanned 53 cities and 25 provinces and administrative regions in China. Under long-term arrangements with top-tier hospitals in China, the Company 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. As part of its high-end cancer hospital development strategy and oversea business extension, the Company acquired Fortis Surgical Hospital, a private hospital in Singapore in April, 2015. For more information, please see http://ir.concordmedical.com.

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 and changes in fair value of derivatives. The Company believes excluding share-based compensation expense and changes in fair value of derivatives 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 and changes in fair value of derivatives 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, and share-based compensation expenses and other adjustments. Other adjustments include foreign exchange gain (loss), loss from disposal of property, plant and equipment, gain from disposal and acquisition of subsidiaries and other income or expense. 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.

For more information, please contact:

Concord Medical Services

Mr. Adam J. Sun (Chinese and English)

+86 10 5957 5266

adam.sun@concordmedical.com

Ms. Fang Liu (Chinese and English)

+86 10 5903 6688 (ext. 639)

fang.liu@concordmedical.com

ICR Inc.

Mr. William Zima

+1 203-682-8233

William.Zima@icrinc.com


Concord Medical Services Holdings Co., Ltd.

Consolidated Balance Sheets

(in thousands)

 

     December 31, 2014     June 30, 2015  
     RMB     RMB     US$  
     (audited)     (Unaudited)     (Unaudited)  

ASSETS

      

Current assets

      

Cash and cash equivalents

     478,682        461,989        74,514   

Restricted cash, current portion

     392,328        398,653        64,299   

Accounts receivable

     265,010        288,542        46,539   

Inventories

     2,986        4,738        764   

Prepayments and other current assets

     177,267        112,357        18,122   

Net investments in direct financing leases, current portion

     143,853        132,430        21,360   

Deferred tax assets, current portion

     3,556        4,659        752   
  

 

 

   

 

 

   

 

 

 

Total current assets

     1,463,682        1,403,368        226,350   
  

 

 

   

 

 

   

 

 

 

Non-current assets

      

Property, plant and equipment, net

     749,683        964,159        155,510   

Intangible assets, net

     61,243        53,015        8,551   

Deposits for non-current assets

     101,166        112,773        18,189   

Net investments in direct financing leases, non-current portion

     130,934        122,649        19,782   

Deferred tax assets, non-current portion

     17,183        18,812        3,034   

Equity method investments

     221,180        248,155        40,025   

Other non-current assets

     52,892        45,767        7,382   

Prepaid land lease payments

     51,529        50,983        8,223   

Restricted cash, non-current portion

     109,840        107,100        17,274   
  

 

 

   

 

 

   

 

 

 

Total non-current assets

     1,495,650        1,723,413        277,970   
  

 

 

   

 

 

   

 

 

 

Total assets

     2,959,332        3,126,781        504,320   
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND EQUITY

      

Current liabilities

      

Short-term bank borrowings

     322,128        507,900        81,919   

Long-term bank borrowings, current portion

     246,233        191,190        30,837   

Accounts payable

     1,064        1,547        250   

Accrual for purchase of property, plant and equipment

     11,784        5,477        883   

Accrued expenses and other liabilities

     130,193        125,423        20,230   

Income tax payable

     56,151        40,799        6,580   

Deferred revenue, current portion

     1,038        1,793        289   

Deferred tax liabilities, current portion

     1,228        1,228        198   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     769,819        875,357        141,186   
  

 

 

   

 

 

   

 

 

 

Non-current liabilities

      

Long-term bank borrowings, non-current portion

     335,479        348,216        56,164   

Deferred tax liabilities, non-current portion

     50,227        31,314        5,051   

Other long term liabilities

     3,749        3,370        544   
  

 

 

   

 

 

   

 

 

 

Total non-current liabilities

     389,455        382,900        61,759   
  

 

 

   

 

 

   

 

 

 

Total liabilities

     1,159,274        1,258,257        202,945   
  

 

 

   

 

 

   

 

 

 

EQUITY

      

Ordinary shares

     105        105        17   

Treasuary stock

     (5     (5     (1

Additional paid-in capital

     2,074,125        2,078,288        335,208   

Accumulated other comprehensive loss

     (18,651     (19,282     (3,110

Accumulated deficit

     (258,025     (192,967     (31,124
  

 

 

   

 

 

   

 

 

 

Total Concord Medical Services Holdings Limited shareholders’ equity

     1,797,549        1,866,139        300,990   

Noncontrolling interests

     2,509        2,385        385   
  

 

 

   

 

 

   

 

 

 

Total equity

     1,800,058        1,868,524        301,375   
  

 

 

   

 

 

   

 

 

 

Total liabilities and equity

     2,959,332        3,126,781        504,320   
  

 

 

   

 

 

   

 

 

 


Concord Medical Services Holdings Co., Ltd.

Consolidated Profit & Loss

(in thousands)

 

     June 30, 2014     June 30, 2015  
     RMB     RMB     US$  
     (Unaudited)     (Unaudited)     (Unaudited)  

Revenues, net of business tax, value-added tax and related surcharges:

      

Network

     160,808        166,347        26,830   

Hospital

     —          8,202        1,323   
  

 

 

   

 

 

   

 

 

 

Total net revenues

     160,808        174,549        28,153   

Cost of revenues:

      

Network

     (67,244     (81,515     (13,148

Hospital

     —          (13,795     (2,225
  

 

 

   

 

 

   

 

 

 

Total cost of revenues

     (67,244     (95,310     (15,373

Gross profit

     93,564        79,239        12,780   

Operating expenses:

      

Selling expenses

     (20,643     (26,832     (4,328

General and administrative expenses

     (20,527     (32,702     (5,275
  

 

 

   

 

 

   

 

 

 

Operating income (loss)

     52,394        19,705        3,177   

Interest expense

     (10,504     (11,460     (1,848

Foreign exchange (loss) income

     (191     3,747        604   

Gain (loss) from disposal of property, plant and equipment

     (1,303     (1,304     (210

Interest income

     4,877        5,347        862   

Changes in fair value of derivatives

     (3,980     —          —     

Equity pick up of equity investee

     3,278        1,541        249   

Other (expense) income

     1,334        33,709        5,438   
  

 

 

   

 

 

   

 

 

 

Income from continuing operations before income tax

     45,905        51,285        8,272   

Income tax expenses

     (15,153     (14,841     (2,394

Net income from continuing operations

     30,752        36,444        5,878   
  

 

 

   

 

 

   

 

 

 

Net income from discontinued operations

     8,303        —          —     
  

 

 

   

 

 

   

 

 

 

Net income

     39,055        36,444        5,878   
  

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to non-controlling interests

     4,056        (90     (15

Net income attributable to ordinary shareholders

     34,999        36,534        5,893   
  

 

 

   

 

 

   

 

 

 

Earnings per ADS

      

Net profit from continuing operations

     0.60        0.81        0.13   

Net profit from discontinued operations

     0.18        —          —     

Basic

     0.78        0.81        0.13   
  

 

 

   

 

 

   

 

 

 

Net profit from continuing operations

     0.60        0.81        0.13   

Net profit from discontinued operations

     0.18        —          —     

Diluted

     0.78        0.81        0.13   
  

 

 

   

 

 

   

 

 

 

Weighted average number of ADS outstanding:

      

Basic

     44,945,433        44,945,433        44,945,433   

Diluted

     45,083,464        45,138,352        45,138,352   

Other comprehensive income (loss), net of tax

      

Foreign currency translation

     599        (2,584     (417

Total other comprehensive income (loss), net of tax

     599        (2,584     (417
  

 

 

   

 

 

   

 

 

 

Comprehensive income

     39,654        33,860        5,461   
  

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income attributable to noncontrolling interests

     4,056        (90     (15
  

 

 

   

 

 

   

 

 

 

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

     35,598        33,950        5,476   
  

 

 

   

 

 

   

 

 

 


Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures (*) (in RMB thousands, unaudited)

 

    For the three months ended June 30, 2014     For the three months ended June 30, 2015  
    GAAP Measure     Adjustment     Non-GAAP Measure     GAAP Measure     Adjustment     Non-GAAP Measure  

Operating income

    52,394        986        53,380        19,704        2,167        21,871   

Net income

    39,054        4,966        44,021        36,444        2,167        38,611   

Basic earnings per ADS

    0.78        0.11        0.89        0.81        0.05        0.86   

Diluted earnings per ADS

    0.78        0.11        0.89        0.81        0.05        0.86   

 

(*) The adjustments include share-based compensation expense and changes in fair value of derivatives.


Reconciliation from net income to adjusted EBITDA(*) (in RMB thousands, unaudited)

 

     For the three months ended      For the three months ended  
     June 30, 2014      June 30, 2015  

Net income from continuing opeartions

     30,752         36,444   

Interest expenses, net

     5,627         6,113   

Income tax expenses

     15,153         14,841   

Depreciation and amortization

     39,713         42,594   

Share-based compensation

     986         2,167   

Other adjustments

     160         (36,152
  

 

 

    

 

 

 

Adjusted EBITDA

     92,391         66,007   
  

 

 

    

 

 

 

 

(*) 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, gain (loss) from disposal of property, plant and equipment, gain from disposal and acquisition of subsidiaries, and other income or expense.