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8-K/A - FORM 8-K/A - CHINDEX INTERNATIONAL INC | w82066e8vkza.htm |
Exhibit 99.1
CHINDEX INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2010 AND
SIX MONTHS ENDED SEPTEMBER 30, 2010
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2010 AND
SIX MONTHS ENDED SEPTEMBER 30, 2010
Introduction
Chindex International, Inc. (Chindex) and Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (Fosun
Pharma), a leading manufacturer and distributor of western and Chinese medicine and devices in
China, announced the formation of a joint venture to independently operate certain combined medical
device businesses, including Chindexs Medical Products division. The formation of the joint
venture represents a basis of the strategic alliance between the two companies, which aims to
capitalize on the long-term opportunity presented by medical product sectors in China.
The joint venture entity, Chindex Medical Limited (CML), a Hong Kong entity, will focus on
marketing, distributing, selling and servicing medical devices in China, including in Hong Kong, as
well as activities in R&D and manufacturing of medical devices for the Chinese and export markets.
CML is owned 51% by Fosun Pharma and 49% by Chindex.
The Joint Venture owns the Chindex-contributed businesses (principally the Medical Products
Business) and is entitled to a pending and obligatory final investiture of the Fosun
Pharma-contributed businesses. The Fosun Pharma-contributed businesses have been segregated and,
until such investiture, will be operated and managed by CML under an entrustment arrangement. Such
investiture will be finished once all requisite governmental and other approvals and other closing
conditions have been satisfied.
Fosun Pharma has a controlling financial interest in CML. Accordingly, Chindex will deconsolidated
its Medical Products Businesses, effective December 31, 2010. The Joint Venture commenced
operations on January 1, 2011, and Chindex is following the equity method of accounting to
recognize its interest in the earnings of the joint venture on an on-going basis.
The following unaudited pro forma condensed consolidated financial statements and accompanying
notes present the financial statements of the Company assuming the transaction occurred as of
September 30, 2010 with respect to the Unaudited Pro Forma Condensed Consolidated Balance Sheet and
as of April 1, 2009 with respect to the Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the six months ended September 30, 2010 and the year ended March 31, 2010.
The adjustments presented in the unaudited pro forma condensed consolidated financial statements
are based on currently available information and certain estimates and assumptions. Therefore,
actual results may differ from the pro forma adjustments. However, management believes that the
estimates and assumptions used provide a reasonable basis for presenting the significant effects of
the transaction. Management also believes the pro forma adjustments give appropriate effect to the
estimates and assumptions and are applied in conformity with U.S. generally accepted accounting
principles.
CHINDEX INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2010
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2010
(in thousands of U.S. Dollars)
Pro Forma Adjustments: | |||||||||||||||||||
Historical | Deconsolidate | Investment in | Pro Forma | ||||||||||||||||
Consolidated | MPD | CML and | Consolidated | ||||||||||||||||
Chindex | Division | [a] | Reclassifications | Chindex | |||||||||||||||
Current Assets: |
|||||||||||||||||||
Cash and cash equivalents |
$ | 52,579 | $ | (6,415 | ) | $ | | $ | 46,164 | ||||||||||
Restricted cash |
2,859 | (1,873 | ) | | 986 | ||||||||||||||
Investments |
39,704 | | | 39,704 | |||||||||||||||
Accounts receivable |
33,052 | (21,693 | ) | | 11,359 | ||||||||||||||
Receivables from affiliates |
| | | | |||||||||||||||
Inventories, net |
17,238 | (15,912 | ) | | 1,326 | ||||||||||||||
Deferred income taxes |
3,118 | (199 | ) | | 2,919 | ||||||||||||||
Other current assets |
3,614 | (1,976 | ) | | 1,638 | ||||||||||||||
Total current assets |
152,164 | (48,068 | ) | | 104,096 | ||||||||||||||
Restricted cash and sinking funds |
980 | (698 | ) | | 282 | ||||||||||||||
Investments in marketable securities |
2,441 | | | 2,441 | |||||||||||||||
Investment in subsidiaries |
| 31,882 | (31,882 | ) | [b] | | |||||||||||||
Investment in unconsolidated affiliate |
| | 31,756 | [b] | 31,756 | ||||||||||||||
Property and equipment, net |
30,865 | (532 | ) | | 30,333 | ||||||||||||||
Noncurrent deferred income taxes |
310 | | | 310 | |||||||||||||||
Other assets |
2,866 | (456 | ) | | 2,410 | ||||||||||||||
$ | 189,626 | $ | (17,872 | ) | $ | (126 | ) | $ | 171,628 | ||||||||||
Current Liabilities: |
|||||||||||||||||||
Accounts payable |
$ | 16,825 | $ | (14,219 | ) | $ | | $ | 2,606 | ||||||||||
Accrued expenses |
10,876 | (4,773 | ) | | 6,103 | ||||||||||||||
Other current liabilities |
4,739 | (2,352 | ) | | 2,387 | ||||||||||||||
Deferred revenue |
2,664 | (2,664 | ) | | | ||||||||||||||
Income taxes payable |
2,034 | (304 | ) | | 1,730 | ||||||||||||||
Intercompany accounts payable |
| 7,350 | | 7,350 | |||||||||||||||
Total current liabilities |
37,138 | (16,962 | ) | | 20,176 | ||||||||||||||
Long-term debt |
22,894 | | | 22,894 | |||||||||||||||
Long-term accrued liabilities |
126 | (126 | ) | | | ||||||||||||||
Long-term deferred revenue |
784 | (784 | ) | | | ||||||||||||||
Long-term deferred tax liabilities |
240 | | | 240 | |||||||||||||||
Total liabilities |
61,182 | (17,872 | ) | | 43,310 | ||||||||||||||
Preferred stock |
| | | | |||||||||||||||
Common stock |
149 | | | 149 | |||||||||||||||
Common stock, Class B |
12 | | | 12 | |||||||||||||||
Additional paid-in capital |
114,645 | | | 114,645 | |||||||||||||||
Accumulated other comprehensive income |
4,089 | | | 4,089 | |||||||||||||||
Retained earnings |
9,549 | | (126 | ) | [b] | 9,423 | |||||||||||||
Total stockholders equity |
128,444 | | (126 | ) | 128,318 | ||||||||||||||
$ | 189,626 | $ | (17,872 | ) | $ | (126 | ) | $ | 171,628 | ||||||||||
CHINDEX INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended September 30, 2010
(in thousands except share data)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended September 30, 2010
(in thousands except share data)
Pro Forma Adjustments: | ||||||||||||||||||||||
Deconsolidate | Pro Forma | |||||||||||||||||||||
Historical | MPD | Equity Interest | Consolidated | |||||||||||||||||||
Consolidated | Division | [a] | in CML | Chindex | ||||||||||||||||||
Product sales |
$ | 38,552 | $ | (38,552 | ) | $ | | $ | | |||||||||||||
Healthcare Services revenue |
48,110 | | | 48,110 | ||||||||||||||||||
Total revenue |
86,662 | (38,552 | ) | | 48,110 | |||||||||||||||||
Cost of product sales |
26,756 | (26,756 | ) | | | |||||||||||||||||
Cost of healthcare services |
36,952 | | | 36,952 | ||||||||||||||||||
Selling & marketing |
7,868 | (7,868 | ) | | | |||||||||||||||||
General & administrative |
8,360 | (5,129 | ) | | 3,231 | |||||||||||||||||
79,936 | (39,753 | ) | | 40,183 | ||||||||||||||||||
Operating income |
6,726 | 1,201 | | 7,927 | ||||||||||||||||||
Interest expense |
(420 | ) | 5 | | (415 | ) | ||||||||||||||||
Interest income |
273 | (35 | ) | | 238 | |||||||||||||||||
Equity in earnings of unconsolidated
affiliate |
| | (709 | ) | [c], [d], [f] | (709 | ) | |||||||||||||||
Other |
3 | 40 | | 43 | ||||||||||||||||||
Income (loss) before taxes |
6,582 | 1,211 | (709 | ) | 7,084 | |||||||||||||||||
Tax (expense) benefit |
(2,509 | ) | 128 | [e] | | (2,381 | ) | |||||||||||||||
Net income (loss) |
$ | 4,073 | $ | 1,339 | $ | (709 | ) | $ | 4,703 | |||||||||||||
EPS Basic |
$ | 0.27 | $ | 0.31 | ||||||||||||||||||
Weighted average shares outstanding |
15,000,464 | 15,000,464 | ||||||||||||||||||||
EPS Diluted |
$ | 0.26 | $ | 0.29 | ||||||||||||||||||
Weighted average shares outstanding |
16,399,650 | 16,399,650 |
CHINDEX INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended March 31, 2010
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended March 31, 2010
(in thousands except share data)
Pro Forma Adjustments: | |||||||||||||||||||
Deconsolidate | Pro Forma | ||||||||||||||||||
Historical | MPD | Equity Interest | Consolidated | ||||||||||||||||
Consolidated | Division | [a] | in CML | Chindex | |||||||||||||||
Product sales |
$ | 85,413 | $ | (85,413 | ) | $ | | $ | | ||||||||||
Healthcare Services revenue |
85,778 | | | 85,778 | |||||||||||||||
Total revenue |
171,191 | (85,413 | ) | | 85,778 | ||||||||||||||
Cost of product sales |
62,059 | (62,059 | ) | | | ||||||||||||||
Cost of healthcare services |
66,467 | | | 66,467 | |||||||||||||||
Selling & marketing |
14,361 | (14,361 | ) | | | ||||||||||||||
General & administrative |
13,892 | (9,346 | ) | | 4,546 | ||||||||||||||
156,779 | (85,766 | ) | | 71,013 | |||||||||||||||
Operating income |
14,412 | 353 | | 14,765 | |||||||||||||||
Interest expense |
(983 | ) | 12 | | (971 | ) | |||||||||||||
Interest income |
1,487 | (108 | ) | | 1,379 | ||||||||||||||
Equity in earnings of unconsolidated
affiliate |
| | (276 | ) | [c], [d], [f] | (276 | ) | ||||||||||||
Other |
(616 | ) | (357 | ) | | (973 | ) | ||||||||||||
Income (loss) before taxes |
14,300 | (100 | ) | (276 | ) | 13,924 | |||||||||||||
Tax (expense) benefit |
(6,096 | ) | 1,199 | [e] | | (4,897 | ) | ||||||||||||
Net income (loss) |
$ | 8,204 | $ | 1,099 | $ | (276 | ) | $ | 9,027 | ||||||||||
EPS Basic |
$ | 0.56 | $ | 0.62 | |||||||||||||||
Weighted average shares outstanding |
14,579,759 | 14,579,759 | |||||||||||||||||
EPS Diluted |
$ | 0.52 | $ | 0.58 | |||||||||||||||
Weighted average shares outstanding |
16,132,339 | 16,132,339 |
CHINDEX INTERNATIONAL, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
1. Basis of Presentation
The historical amounts as of and for the six months ended September 30, 2010 and for the year
ended March 31, 2010 are derived from and should be read in conjunction with the Companys Form
10-K for the year ended March 31, 2010, filed on June 14, 2010, and Form 10-Q for the six months
ended September 30, 2010, which was filed on November 8, 2010.
On December 28, 2010, Chindex International, Inc. (Chindex) and Shanghai Fosun
Pharmaceutical (Group) Co., Ltd. (Fosun Pharma), a leading manufacturer and distributor of
western and Chinese medicine and devices in China, announced the signing of agreements to form of a
joint venture to independently operate certain combined medical device businesses, including
Chindexs Medical Products division (MPD). The formation of the joint venture represents a basis
of the strategic alliance between the two companies, which aims to capitalize on the long-term
opportunity presented by medical product sectors in China. The joint venture entity, Chindex
Medical Limited (CML), a Hong Kong entity, will focus on marketing, distributing, selling and
servicing medical devices in China, including in Hong Kong, as well as activities in R&D and
manufacturing of medical devices for the Chinese and export markets. CML is owned 51% by Fosun
Pharma and 49% by Chindex.
CML owns the Chindex-contributed businesses (principally the Medical Products Businesses) and
is entitled to a pending and obligatory final investiture of the Fosun Pharma-contributed
businesses. The Fosun Pharma-contributed businesses have been segregated and, until such
investiture, will be operated and managed by CML under an entrustment arrangement. Such
investiture will be finished once all requisite governmental and other approvals and other closing
conditions have been satisfied.
Fosun Pharma has a controlling financial interest in CML. Accordingly, Chindex deconsolidated
its Medical Products Businesses, effective December 31, 2010.
Chindex recorded a loss of
approximately $126,000 upon the deconsolidation of MPD. CML commenced operations on January 1,
2011, and Chindex is following the equity method of accounting to recognize its interest in the
earnings of the joint venture on an on-going basis.
The steps to form the joint venture included (1) the contribution of the Chindex MPD division
to the newly-formed joint venture, (2) the contribution by Fosun Pharma of a secured note to the
joint venture, (3) payment of the secured note to CML by Fosun Pharma, and, (4) upon receipt of
certain government approvals expected in the first half of 2011, the acquisition of the Fosun
Pharma medical device companies by the joint venture. During the period between closing of the
joint venture on December 31, 2010 and final government approval, CML will control and operate the
Fosun medical device companies under an entrustment agreement.
The pro forma adjustments in the accompanying Unaudited Pro Forma Condensed Consolidated
Balance Sheet have been prepared as if the closing of the Chindex Medical Limited Joint Venture was
completed on September 30, 2010 (rather than the actual date of December 31, 2010). The pro forma
adjustments in the accompanying Unaudited Pro Forma Condensed Consolidated Statements of Operations
have been prepared as if the Closing of the Chindex Medical Limited Joint Venture was completed on
April 1, 2009. The Unaudited Pro Forma Condensed Consolidated Financial Statements do not contend
to be indicative of the financial position or results of the Companys operations as of such dates
or for such periods, nor are they necessarily indicative of future results.
2. Pro Forma Adjustments and Assumptions
The Unaudited Pro Forma Condensed Consolidated Financial Statements give pro forma effect to the
following:
(a) | Reflects the deconsolidation of the Chindex Medical Products Division (MPD) upon the formation of the Chindex Medical Limited joint venture, assumed to be on September 30, 2010 for the pro forma balance sheet (which represents the date of the balance sheet in the Companys most recently-filed Form 10-Q) and on April 1, 2009 for the pro forma income statement (which represents the beginning of the most recently completed fiscal year in the Companys most recently filed Form 10-K. | ||
(b) | The consideration transferred of $31,882,000 represents the book basis of the Chindex MPD entities, as agreed in negotiations to form the joint venture. The consideration received for the Chindex MPD businesses was a 49% interest in the fair value of the CML entity, which was estimated to be a fair value of approximately $31,756,000 as of the formation date. The pro forma financial statements assume these same amounts would have been agreed to and the same business enterprise values would have been determined for purposes of the pro forma September 30, 2010 balance sheet as were determined as of the actual December 31, 2010 amounts, and the resulting loss on deconsolidation of $126,000 would also have been the same. | ||
(c) | The pro forma statements of operations include the effect of the provisional allocation of the acquisition consideration, including fair value adjustments for certain tangible assets and identified intangible assets. The pro forma statements of operations assume that these allocations were recorded by CML as of April 1, 2009, and, accordingly, the amortization of the fair value adjustments to the relevant assets over their estimated remaining useful lives has been incorporated as incremental expense of approximately $1.1 million. The additional expense attributable to the Companys 49% interest is included as part of the equity in earnings of unconsolidated affiliate in the pro forma income statements. | ||
(d) | The pro forma statements of operations include the effect of the allocation of stock-based compensation expense to the Chindex International, Inc. equity in CML. Stock-based compensation expense for certain employees of Chindex International, Inc. is expected to be charged to CML and, in addition, certain employees of Chindex that have transferred to CML retained their stock options or restricted stock as well as the right to receive future stock awards and have changed in status to nonemployee for accounting purposes, which will require mark-to-market accounting in future periods. The cost of the stock-based compensation will be borne 100% by Chindex. In calculating the equity interest of Chindex International in the net income or loss of CML, an adjustment has been made in accordance with FASB ASC 323 to allocate the cost of the stock-based compensation of approximately $1.0 million to Chindex International. | ||
(e) | The effective tax rate for MPD differs significantly from the statutory rates in the U.S. and China due to the effect of losses in entities for which no tax benefit is recognized. | ||
(f) | The pro forma statements of operations include the Companys equity interest in the pro forma statements of operations of CML. A holding company to be contributed to CML by Fosun Pharma included certain subsidiaries in prior periods that were not to be included in the formation of CML. Accordingly, net income related to those entities were excluded from the pro forma statements of operations, as were any gains or losses on sales of those businesses to other parties by Fosun Pharma. |