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CHDX > SEC Filings for CHDX > Form 10-Q on 10-Nov-2008All Recent SEC Filings

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Form 10-Q for CHINDEX INTERNATIONAL INC


10-Nov-2008

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Statements contained in this quarterly report on Form 10-Q relating to plans, strategies, objectives, economic performance and trends and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, the factors set forth under the heading "Risk Factors" and in other documents filed by the Company with the Securities and Exchange Commission from time to time, including, without limitation, the Company's annual report on Form 10-K for the year ended March 31, 2008. Forward-looking statements may be identified by terms such as "may", "will", "should", "could", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "forecasts", "potential", or "continue" or similar terms or the negative of these terms. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. The Company has no obligation to update these forward-looking statements. Critical Accounting Policies
A summary of critical accounting policies is presented in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2008.
Results of Operations
Quarter ended September 30, 2008 compared to quarter ended September 30, 2007 Our revenue for the three months ended September 30, 2008 was $38,110,000, up 17% from the three months ended September 30, 2007 revenue of $32,652,000. We experienced an increase in revenue over the periods of 26% in the Healthcare Services division and an increase in revenue of 9% in the Medical Products division. Costs and expenses were $36,462,000 for the three months ended September 30, 2008 as compared with $30,037,000 for the prior period. The average annualized rate of inflation in China decreased over the three month period to 5.3% compared to 6.1% in the prior period and the RMB continued to appreciate against the USD dollar (see "Foreign Currency Exchange and Impact of Inflation"). Healthcare Services division operating costs increased 38% over the periods and operating costs in the Medical Products division increased by 22%. We recorded income from operations of $1,648,000 for the recent quarter, as compared to income from operations of $2,615,000 for the same quarter last year. We recorded net income of $862,000 for the recent quarter, as compared to net income of $1,638,000 for the same quarter last year. Costs at the parent level of the Company, which have been allocated among the segments as described below, increased $854,000 between the periods, including salaries ($686,000), professional fees ($121,000), office rent ($59,000).


Healthcare Services Division
The Healthcare Services division operates our network of private healthcare facilities in China. During the three month period ended September 30, 2008 and the same quarter last year, the division consisted of a network of United Family Hospitals and Clinics (UFH) in Beijing and Shanghai. In Beijing, the UFH network included Beijing United Family Hospital and Clinics, and two affiliated free-standing, primary care clinics. In Shanghai, the UFH network included Shanghai United Family Hospital and Clinics and one affiliated, free-standing, primary care clinic. In addition, beginning in April 2008, UFH began a pilot project in the City of Wuxi to assess the business potential of contracted healthcare management services. On September 3rd, 2008, we announced that we had received Joint Commission International (JCI) accreditation at our United Family Healthcare facilities in Shanghai and reaccredidation of our facilities in Beijing.
The division has begun expansion of the United Family network of private healthcare facilities in China. In addition to existing cash resources, during fiscal 2008 we raised additional capital and established credit facilities in the aggregate amount of approximately $105 million to be used principally toward the development and construction of healthcare facilities in connection with this expansion (see "Liquidity and Capital Resources"). The projects include affiliated clinic operations in Shanghai and Guangzhou and new joint venture hospitals in Guangzhou and Beijing. As of the end of the quarter, the affiliated clinic project in Guangzhou was substantially complete. We announced the opening of the facility, The Guangzhou United Family Health Center, on October 6th, 2008. The proposed Shanghai Pudong District clinic has encountered delays due to zoning restrictions imposed by the Chinese government. At the end of the current period, we decided to abandon the initial site and to relocate the clinic rather than challenge the zoning restrictions. As a result, we incurred certain project cost during the period, and now expect the opening of the clinic facility in early fiscal 2010. The joint venture hospitals in both Guangzhou and Beijing were in early development phase. During the period ended September 30, 2008, the development expenses for these projects were $645,000, in addition, to date we have recognized $1,931,000 in construction in progress related to work on the projects.
For the three months ended September 30, 2008, revenue from the division was $19,069,000, an increase of 26% over the three months ended September 30, 2007 revenue of $15,102,000 (for information on how the timing of our revenues may be affected by seasonality and other fluctuations, see " Timing of Revenues "). The increased revenue is attributable to growth in both inpatient and outpatient services provided in the Beijing and Shanghai markets, but was less than expected. Revenue growth was negatively impacted during the period due to a number of factors, including disruptions in travel and tourism related to China's Olympic preparations, which included difficulty in obtaining visas to enter the country for both tourists and business travelers. Total Healthcare Services operating costs increased over the periods by 38%, to $18,017,000 from $13,062,000. Salaries for the division increased by $2,773,000 over the periods (representing 51% of division revenue in the recent period and 46% of revenue in the prior period). This increase was due to the renewal of multi-year physician contracts coming up in an inflationary environment and the hiring of new personnel to meet the demand for expected continuing increases in services in both the Beijing and Shanghai facilities, as well as pre-opening staffing for the Guangzhou clinic which opened in October 2008. Other costs increased $2,182,000 over the periods, primarily due to cost increases related to the additional excise taxes ($480,000), increase in direct patient care services ($420,000), increase in cost allocated from the parent company ($354,000), the Pudong clinic project ($332,000), office rent ($189,000) and depreciation expense ($113,000). The Healthcare Services division had income from operations before foreign exchange gains of $1,052,000 for the three months ended September 30, 2008, compared with income from operations before foreign exchange gains of $2,040,000 in the prior period. In the current period, the impact of exchange rate fluctuations between the periods had a positive impact on income from operations of approximately $183,000.


.
Medical Products Division
The Medical Products division markets, distributes and sells select medical capital equipment, instrumentation and other medical products for use in hospitals in China and Hong Kong on the basis of both exclusive and non-exclusive agreements with the manufacturers of these products.
In the three months ended September 30, 2008, this division had revenue of $19,041,000, a 9% increase from revenue of $17,550,000 for the three months ended September 30, 2007. Revenues during the period included approximately $4,600,000 in shipments of robotic surgical systems. Revenues in the division are normally impacted by factors such as credit availability to our customers and other factors as outlined in "Timing of Revenues". During the period, we experienced continuing disruption to business operations as a result of the May 2008 earthquake in Sichuan Province in southwestern China. In the weeks since June 30, 2008, we experienced recovery in markets other than southwestern China and the stabilization of the market situation following the close of the Olympics toward the end of the current period. During the Olympics period, movement of freight through the transportation hubs of Beijing and Shanghai was restricted and our second quarter results were negatively impacted as a result, as the majority of our shipments transit through these customs ports.
While we continued to be impacted by delays in Chinese Government approval of product registrations during the quarter, on July 2, 2008, we were pleased to announce receipt of important product registration approvals. These approvals coupled with back-loaded demand for products resulting from the earthquake disruptions resulted in improved performance in the division in the second quarter compared to the first quarter results. We believe that these factors coupled with the delivery of recently announced major contracts and our current government backed loan contracts will result in significantly improved performance in the second half of this fiscal year.
Gross profit for the Medical Products division increased to $5,854,000 from $4,634,000 over the periods. As a percentage of revenue, gross profit from the Medical Products division increased to 31% during the recent period from 26% during the same period last year. The gross profit margin in the current period was above historical averages due to higher margins on certain contract shipments which accounted for a significant portion of total division revenue in the period.
Expenses for the Medical Products division increased to $5,272,000 from $4,330,000 over the periods and, as a percentage of division revenue, increased to 28% from 25% over the periods. In addition, increased expenses during the period were a result of increased sales activity in advance of expected greater increases in sales which were not realized to the expected levels due to the negative factors in the marketplace as discussed above. Salaries for the division increased by $273,000 over the periods. The other costs for the division increased $670,000 over the periods, primarily due to increased costs allocated from the parent company ($493,000) and travel expenses ($136,000). The division had income from operations before foreign exchange gains of $582,000 in the recent period, compared with income from operations before foreign exchange gains of $304,000 in the prior period. In the current period, the impact of exchange rate fluctuations between the periods had a negative impact on income from operations of proximately $208,000. Other Income and Expenses
Interest expense during the recent quarter was incurred on the short-term portion of debt ($435,000), short-term portion of capitalized leases ($36,000), long-term debt ($23,823,000) and long-term capitalized leases ($5,000), totaling $253,000. Interest expense of $187,000 was recorded in the same quarter of the prior year.
Interest income during the recent quarter and prior period was $321,000 and $74,000 respectively, due to higher cash balances in the current period.
Miscellaneous expense during the recent quarter and prior period was $603,000 and $21,000 respectively. During the current period, we recorded a loss of $594,000 for the change in the fair value of derivatives related to our short-term and noncurrent investments (see "Liquidity and Capital Resources").


Taxes
The Company has estimated its annual effective tax rate for the full fiscal year 2009 and applied that rate to its income before income taxes in determining its provision for income taxes for the six months ended September 30, 2008 in accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes" (SFAS 109) and APB Opinions No. 28, "Interim Financial Reporting" (APB 28). The Company also records discrete items in each respective period as appropriate. In determining the Company's provision for income taxes, net deferred tax assets, liabilities, valuation allowances, and uncertain tax positions, management is required to make judgments and estimates related to projections of domestic and foreign profitability, the timing and extent of the utilization of loss carryforwards, applicable tax rates, transfer pricing methods, expected tax authority positions on audit, and prudent and feasible tax planning strategies. Judgments and estimates related to the Company's projections and assumptions are inherently uncertain and therefore, actual results could differ materially from projections.
For the three months ended September 30, 2008 and 2007, the Company's consolidated annualized effective tax rate from operations was 22.6% and 34.0%, respectively. The Company's effective tax rate from operations decreased during the three months ended September 30, 2008 due primarily to the decrease of the statutory tax rate in China and a change in estimate regarding the realization of deferred tax assets generated during FY 2009 by certain entities that are establishing new clinics and hospitals in China.
Six months ended September 30, 2008 compared to six months ended September 30, 2007 Our revenue for the six months ended September 30, 2008 was $70,179,000, up 18% from the six months ended September 30, 2007 revenue of $59,423,000. We experienced an increase in revenue over the periods of 26% in the Healthcare Services division and an increase in revenue of 10% in the Medical Products division. Costs and expenses were $67,778,000 for the six months ended September 30, 2008 as compared with $55,444,000 for the prior period. The average rate of inflation in China increased over the six month to 6.5% compare to 4.8% in the prior period and the RMB continued to appreciate against the USD dollar (see "Foreign Currency Exchange and Impact of Inflation"). Healthcare Services division operating costs increased 35% over the periods and operating costs in the Medical Products division increased by 15%. We recorded income from operations of $2,401,000 for the recent period, as compared to income from operations of $3,979,000 for the same period last year. We recorded net income of $700,000 for the recent period, as compared to net income of $2,448,000 for the same period last year. Costs at the parent level of the Company, which have been allocated among the segments as described below, increased $1,633,000 between the periods, including salaries ($1,052,000), professional fees ($181,000), bank service fee ($177,000), excise taxes ($91,000) and office rent ($85,000).
Healthcare Services Division
The Healthcare Services division operates our network of private healthcare facilities in China. During the six month period ended September 30, 2008 and the same period last year, the division consisted of a network of United Family Hospitals and Clinics (UFH) in Beijing and Shanghai. In Beijing, the UFH network included Beijing United Family Hospital and Clinics, and two affiliated free-standing, primary care clinics. In Shanghai, the UFH network included Shanghai United Family Hospital and Clinics and one affiliated, free-standing, primary care clinic. In addition, beginning in April 2008, UFH began a pilot project in the City of Wuxi to assess the business potential of contracted healthcare management services. On September 3rd, 2008, we announced that we had received Joint Commission International (JCI) accreditation at our United Family Healthcare facilities in Shanghai and reaccredidation of our facilities in Beijing.


The division has begun expansion of the United Family network of private healthcare facilities in China. In addition to existing cash resources, during fiscal 2008 we raised additional capital and established credit facilities in the aggregate amount of approximately $105 million to be used principally toward the development and construction of healthcare facilities in connection with this expansion (see "Liquidity and Capital Resources"). The projects include affiliated clinic operations in Shanghai and Guangzhou and new joint venture hospitals in Guangzhou and Beijing. As of the end of the six months period, the affiliated clinic project in Guangzhou was substantially complete. We announced the opening of the facility, The Guangzhou United Family Health Center, on October 6th, 2008. The proposed Shanghai Pudong District clinic has encountered delays due to zoning restrictions imposed by the Chinese government. At the end of the current period, we decided to abandon the initial site and to relocate the clinic rather than challenge the zoning restrictions. As a result, we incurred certain project cost during the period, and now expect the opening of the clinic facility in early fiscal 2010. The joint venture hospitals in both Guangzhou and Beijing were in the early development phase. During the period ended September 30, 2008, the development expenses for these projects were $725,000, in addition, to date we have recognized $1,931,000 in construction in progress related to work on the projects.
For the six months ended September 30, 2008, revenue from the division was $38,641,000, an increase of 26% over the six months ended September 30, 2007 revenue of $30,661,000 (for information on how the timing of our revenues may be affected by seasonality and other fluctuations, see "Timing of Revenues"). The increased revenue is attributable to growth in both inpatient and outpatient services provided in the Beijing and Shanghai markets, but was less than expected. Revenue growth was negatively impacted during the period due to a number of factors, including disruptions in travel and tourism related to China's Olympic preparations, which included difficulty in obtaining visas to enter the country for both tourists and business travelers; a generally light flu-season, which occurs in March and April in China, which resulted in lower than expected patient acuity levels, and an institutional focus on Joint Commission accreditation preparation. Total Healthcare Services operating costs increased over the periods by 35%, to $34,814,000 from $25,823,000. Salaries for the division increased by $4,839,000 over the periods (representing 48% of division revenue in the recent period and 45% of revenue in the prior period). This increase was due to the renewal of multi-year physician contracts coming up in an inflationary environment and the hiring of new personnel to meet the demand for expected continuing increases in services in both the Beijing and Shanghai facilities, as well as pre-opening staffing for the Guangzhou clinic which opened in October 2008. Other costs increased $4,152,000 over the periods, primarily due to increases in additional excise taxes ($948,000), direct patient care expenses ($817,000), cost allocated from the parent company ($570,000), office rent ($496,000), cost related to the Pudong clinic project ($332,000), depreciation ($209,000), travel expenses ($131,000), utilities ($130,000) and office supplies ($121,000). The Healthcare Services division had income from operations before foreign exchange gains of $3,827,000 in the six months ended September 30, 2008, compared with income from operations before foreign exchange gains of $4,838,000 in the prior period. In the current period, the impact of exchange rate fluctuations between the periods had a positive impact on income from operations of approximately $501,000. Medical Products Division
The Medical Products division markets, distributes and sells select medical capital equipment, instrumentation and other medical products for use in hospitals in China and Hong Kong on the basis of both exclusive and non-exclusive agreements with the manufacturers of these products.
In the six months ended September 30, 2008, this division had revenue of $31,538,000, a 10% increase from revenue of $28,762,000 for the six months ended September 30, 2007. Revenues during the period included approximately $2,000,000 in shipments under a U.S. Export-Import Bank-financed contract and approximately $4,600,000 in shipments of robotic surgical systems. Revenues in the division are normally impacted by factors such as credit availability to our customers and other factors as outlined in "Timing of Revenues". During the first quarter, we experienced significant disruption to business operations as a result of the May 12, 2008 earthquake in the Sichuan Province in southwestern China. This disruption was due to the national disaster relief response from the healthcare sector nationwide. Chindex directly participated in the disaster relief efforts through donations of supplies and relief workers provided from the Company's United Family Healthcare system. This natural disaster resulted in a virtual standstill of business operations in the southwest markets over the period. In the markets outside of the direct disaster zone, we also experienced a significant drop off in order flow and tender processing over the period. In the weeks since June 30, 2008, we experienced recovery in markets other than southwestern China and the stabilization of the market situation following the close of the Olympics toward the end of the current period. During the Olympics period, movement of freight through the transportation hubs of Beijing and Shanghai was restricted and our second quarter results were negatively impacted as a result, as the majority of our shipments transit through these customs ports.


While we continued to be impacted by delays in Chinese Government approval of product registrations during the period, on July 2, 2008, we were pleased to announce receipt of important product registration approvals. These approvals coupled with back-loaded demand for products resulting from the earthquake disruptions resulted in improved performance in the division in the period compared to the prior period. We believe that these factors coupled with the delivery of recently announced major contracts and our current government backed loan contracts will result in significantly improved performance in the second half of this fiscal year.
Gross profit for the Medical Products division increased to $8,455,000 from $7,477,000 over the periods. As a percentage of revenue, gross profit from the Medical Products division increased to 27% during the recent period from 26% during the same period last year.
Expenses for the Medical Products division increased to $10,009,000 from $8,678,000 over the periods and, as a percentage of division revenue, increased to 32% from 30% over the periods. In addition, increased expenses during the period were a result of increased sales activity in advance of expected greater increases in sales which were not realized to the expected levels due to the disruption in the marketplace as discussed above. Salaries for the division decreased by $50,000 over the periods. The other costs for the division increased $1,381,000 over the periods, primarily due to increased costs allocated from the parent company ($1,072,000) and travel expenses ($224,000). The division had a loss from operations before foreign exchange gains of $1,554,000 in the recent period, compared with a loss from operations before foreign exchange gains of $1,201,000 in the prior period. In the current period, the impact of exchange rate fluctuations between the periods had a negative impact on income from operations of approximately $527,000. Other Income and Expenses
Interest expense during the recent six month period was incurred on the current portion of debt ($435,000), current portion of capitalized leases ($36,000), long-term debt ($23,823,000) and long-term capitalized leases ($5,000), totaling $479,000. Interest expense of $374,000 was recorded in the same period of the prior year.
Interest income during the six month period and prior year period was $789,000 and $141,000 respectively, due to higher cash balances in the current period.
Miscellaneous expense during the current six month period and prior six month period was $596,000 and $47,000 respectively. During the current year period, we recorded a loss of $594,000 for the change in the fair value of derivatives related to our short-term and long-term investments (see "Liquidity and Capital Resources").
Taxes
The Company has estimated its annual effective tax rate for the full fiscal year 2009 and applied that rate to its income before income taxes in determining its provision for income taxes for the six months ended September 30, 2008 in accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes" (SFAS 109) and APB Opinions No. 28, "Interim Financial Reporting" (APB 28). The Company also records discrete items in each respective period as appropriate. In determining the Company's provision for income taxes, net deferred tax assets, liabilities, valuation allowances, and uncertain tax positions, management is required to make judgments and estimates related to projections of domestic and foreign profitability, the timing and extent of the utilization of loss carryforwards, applicable tax rates, transfer pricing methods, expected tax authority positions on audit, and prudent and feasible tax planning strategies. Judgments and estimates related to the Company's projections and assumptions are inherently uncertain and therefore, actual results could differ materially from projections.
For the six months ended September 30, 2008 and 2007, the Company's consolidated annualized effective tax rate from operations was 66.9% and 33.8%, respectively. The Company's effective tax rate from operations increased during the six months ended September 30, 2008 due primarily to the correction of an error in the first quarter that was not material to prior periods and higher pretax losses in certain jurisdictions with no related income tax benefit, as the Company currently lacks evidence that the loss carryforwards in those jurisdictions will be able to be used prior to their expiration.


LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2008, our cash and cash equivalents and restricted cash, certificates of deposits included in short and long term investments, trade accounts receivable and inventories were $36,926,000, $39,399,000, $23,502,000 and $11,040,000, respectively, as compared to $80,381,000, $0, $21,183,000 and $9,796,000, respectively, as of March 31, 2008.
As of the end of fiscal 2008, we had entered into a series of equity and debt financings, as described below, that provide for $105 million in total financing. Pursuant to these financings, as of September 2008 we had received a total of $60 million in cash. The principal purpose of the financings is to provide funds for the expansion of our healthcare system in China, including two joint venture hospitals. Additional details of these financings may be found in Notes 6 and 9 to the accompanying consolidated condensed financial statements.
On November 7, 2007, we entered into a securities purchase agreement with Magenta Magic Limited, a wholly owned subsidiary of J.P. Morgan Chase & Co (JPM), pursuant to which we sold to JPM: (i) 538,793 shares (the "Tranche A . . .
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