Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES
EXCHANGE ACT OF 1934
For the month of November 2015
Commission File Number: 001-33036
Mindray Medical International Limited
Mindray Building, Keji 12th Road South,
Hi-tech Industrial Park, Nanshan,
Shenzhen 518057
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ¨
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 þ
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
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.
| |
Mindray Medical International Limited |
| |
|
| |
|
| |
By: |
/s/ Alex Lung |
|
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Name: |
Alex Lung
|
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Title: |
Chief Financial Officer |
Date: November 13, 2015
Exhibit 99.1
Mindray
Announces Third Quarter 2015 Financial Results
Shenzhen, China – November 13, 2015
– Mindray Medical International Limited (NYSE: MR), a leading developer, manufacturer and marketer of medical devices worldwide,
announced today its selected unaudited financial results for the third quarter ended September 30, 2015.
Highlights for Third Quarter 2015
| - | Net revenues reached $327.6 million, up 0.9% from $324.6 million a year ago. |
| | | |
| o | China net revenues were $152.6 million,
representing 46.6% of the company's total net revenues. |
| | | |
| o | International net revenues totaled $175.0
million, up 3.6% from the same period a year ago. |
| | | |
| - | Reagent net revenues grew more than 18% year-over-year. Reagents contributed 51.0% to the IVD segment,
up from 44.2% in the same period last year. |
| | | |
| - | In this quarter, the company generated around $16.0 million foreign exchange gain from RMB’s
depreciation against US dollars. |
SUMMARY – Third quarter 2015
| | |
Three Months Ended |
| | |
September 30 |
| (in $ millions, except per-share data) | |
2015 | |
2014 | |
% chg |
| Net Revenues | |
327.6 | |
324.6 | |
0.9% |
| Net Revenues Generated in China | |
152.6 | |
155.7 | |
-2.0% |
| Net Revenues Generated in International Markets | |
175.0 | |
168.9 | |
3.6% |
| Gross Profit | |
178.8 | |
182.8 | |
-2.2% |
| Non-GAAP Gross Profit | |
180.7 | |
185.1 | |
-2.4% |
| Operating Income | |
58.7 | |
43.4 | |
35.3% |
| Non-GAAP Operating Income | |
69.3 | |
54.4 | |
27.3% |
| EBITDA | |
74.1 | |
57.5 | |
28.9% |
| Net Income1 | |
50.9 | |
46.0 | |
10.5% |
| Non-GAAP Net Income1 | |
60.4 | |
56.2 | |
7.5% |
| Non-GAAP Net Income2 (ex FX gain from RMB’s depreciation against US dollars) | |
46.1 | |
56.2 | |
-17.9% |
| Non-GAAP Net Income (ex tax benefit)3 | |
60.4 | |
54.7 | |
10.4% |
| Diluted EPS | |
0.43 | |
0.39 | |
10.1% |
| Non-GAAP Diluted EPS | |
0.51 | |
0.47 | |
7.1% |
| Non-GAAP Diluted EPS (ex FX gain from RMB’s depreciation against US dollars) | |
0.39 | |
0.47 | |
-18.2% |
| Non-GAAP Diluted EPS (ex tax benefit) | |
0.51 | |
0.46 | |
10.0% |
1 For this press release, net income and non-GAAP
net income refers to GAAP net income attributable to Mindray shareholders and non-GAAP net income attributable to Mindray shareholders
as stated in exhibit below, respectively.
2 The non-GAAP net income (ex FX gain from
RMB’s depreciation against US dollars) excludes foreign exchange gain, net of related tax impact, of $14.3 million
recognized in the third quarter of 2015 in relation to RMB’s depreciation against US dollars.
3 The non-GAAP net income (ex tax benefit) excludes
the tax benefits of $1.3 million recognized in the third quarter of 2014 in relation to the nationwide key software enterprise
status and the non-GAAP tax benefits of $0.1 million recognized in the third quarter of 2014 in relation to dispute related legal
fees. The nationwide key software enterprise status is reviewed by the Chinese government every two years and is subject to approval.
The company did not record any such tax benefit in the third quarter of 2015.
Net Revenues
Mindray reported net revenues of $327.6
million for the third quarter of 2015, a 0.9% increase from the third quarter of 2014.
| - | Net revenues generated in China decreased 2.0% year-over-year to $152.6 million. |
| | | |
| - | Net revenues generated in the international markets increased 3.6% year-over-year to $175.0 million. |
Performance by Segment
Patient Monitoring & Life Support
Products: Net revenues in this segment decreased 2.7% year-over-year to $114.8 million, contributing 35.1% to total net revenues
in the third quarter of 2015.
In-Vitro Diagnostic Products: Net
revenues in this segment increased 2.9% year-over-year to $95.2 million, contributing 29.1% to total net revenues in the third
quarter of 2015. Reagents sales represented 51.0% of net revenues in this segment.
Medical Imaging Systems: Net revenues
in this segment increased 3.8% year-over-year to $85.6 million, contributing 26.1% to total net revenues in the third quarter of
2015.
Others: Net revenues in this segment
increased 1.0% year-over-year to $31.9 million, contributing 9.7% to total net revenues in the third quarter of 2015. Other net
revenues mainly include sales from the orthopedics business, service revenues from extended warranties, sales of accessories and
repair service revenues for post-warranty period.
Gross Margin
Third quarter 2015 gross profit was $178.8
million, a 2.2% decrease from the third quarter of 2014. Gross margin was 54.6% in the third quarter of 2015 compared to 56.3%
in the third quarter of 2014 and 54.7% in the second quarter of 2015. Third quarter 2015 non-GAAP gross profit was $180.7 million,
a 2.4% decrease from the third quarter of 2014. Non-GAAP gross margin was 55.1% in the third quarter of 2015 compared to 57.0%
in the third quarter of 2014 and 55.2% in the second quarter of 2015.
Operating Expenses
Selling expenses for the third quarter
of 2015 were $62.5 million, or 19.1% of total net revenues, compared to 20.3% in the third quarter of 2014 and 19.0% in the second
quarter of 2015. Non-GAAP selling expenses for the third quarter of 2015 were $59.7 million, or 18.2% of total net revenues, compared
to 18.9% in the third quarter of 2014 and 18.1% in the second quarter of 2015.
General and administrative expenses for
the third quarter of 2015 were $20.4 million, or 6.2% of total net revenues, compared to 12.1% in the third quarter of 2014 and
10.1% in the second quarter of 2015. Non-GAAP general and administrative expenses for the third quarter of 2015 were $15.8
million, or 4.8% of total net revenues, compared to 11.1% in the third quarter of 2014 and 9.1% in the second quarter of
2015. The change is largely due to the foreign exchange gain of $16.0 million from RMB’s depreciation against US dollars.
Research and development expenses for the
third quarter of 2015 were $37.1 million, or 11.3% of total net revenues, compared to 10.6% in the third quarter of 2014 and 10.8%
in the second quarter of 2015. Non-GAAP research and development expenses for the third quarter of 2015 were $35.9 million, or
11.0% of total net revenues, compared to 10.2% in the third quarter of 2014 and 10.4% in the second quarter of 2015.
Total share-based compensation expenses,
which were allocated to cost of revenues and related operating expenses, were $3.6 million in the third quarter of 2015, compared
to $4.9 million in the third quarter of 2014 and $3.7 million in the second quarter of 2015.
Operating income for the third quarter
of 2015 was $58.7 million, a 35.3% increase from the third quarter of 2014. Operating margin was 17.9% in the third quarter of
2015, compared to 13.4% in the third quarter of 2014 and 14.8% in the second quarter of 2015. Non-GAAP operating income for the
third quarter of 2015 was $69.3 million, a 27.3% increase from the third quarter of 2014. Non-GAAP operating margin was 21.1%
in the third quarter of 2015 compared to 16.8% in the third quarter of 2014 and 17.6% in the second quarter of 2015.
Earnings Before Interest, Taxes, Depreciation
and Amortization (“EBITDA”)
Third quarter 2015 EBITDA increased 28.9%
year-over-year to $74.1 million.
Net Income
Third quarter 2015 net income increased
10.5% year-over-year to $50.9 million. Net margin was 15.5% in the third quarter of 2015 compared to 14.2% in the third quarter
of 2014 and 12.2% in the second quarter of 2015. Third quarter 2015 non-GAAP net income increased 7.5% year-over-year to $60.4
million. Non-GAAP net margin was 18.4% in the third quarter of 2015, compared to 17.3% in the third quarter of 2014 and 14.7%
in the second quarter of 2015. Third quarter 2015 interest income was $7.6 million, compared to $9.5 million a year ago and $3.0
million in the previous quarter. Third quarter 2015 income tax expense was $14.8 million, representing an effective tax rate of
22.1%.
Third quarter 2015 non-GAAP net income
(excluding the tax benefits in relation to our nationwide key software enterprise status) increased 10.4% year-over-year to $60.4
million. Non-GAAP net margin (excluding the tax benefits in relation to our nationwide key software enterprise status) was 18.4%
in the third quarter of 2015, compared to 16.9% in the third quarter of 2014 and 14.7% in the second quarter of 2015.
Third quarter 2015 basic and diluted earnings
per share were both $0.43 compared to $0.39 for both in the third quarter of 2014. Third quarter 2015 basic and diluted non-GAAP
earnings per share were both $0.51, compared to $0.48 and $0.47 respectively, in the third quarter of 2014. Shares used in the
computation of diluted earnings per share for the third quarter 2015 were 118.7 million.
Other Select Data
Accounts receivable turnover days
were 51 days in the third quarter of 2015, improved from 55 days in the third quarter of 2014 and the same compared to the
second quarter of 2015. Inventory turnover days were 108 days in the third quarter of 2015, compared to 106 days in the third
quarter of 2014 and 101 days in the second quarter of 2015. Accounts payable turnover days were 63 days in the third quarter
of 2015, compared to 67 days in the third quarter of 2014 and 57 days in the second quarter of 2015. Mindray calculates the
above working capital turnover days using the average of the beginning and ending net balances of the quarter.
As of September
30, 2015, the company had $958.0 million in cash and cash equivalents as well as short-term and restricted investments
(excluding $7.1 million investment being held on escrow account in connection with acquisition), compared to $1,057.9 million
as of June 30, 2015. Net cash generated by operating activities and net cash outflow for capital expenditures for the third
quarter of 2015 were $108.8 million and $27.2 million respectively.
As of September 30, 2015, the company
had around 8,400 employees.
Going Private Transaction
On November 4, 2015, the company entered
into a definitive Agreement and Plan of Merger with respect to the previously announced “going private” transaction.
The agreed purchase price per ADS is US$28.0.
The transaction is subject to various closing
conditions, including shareholder approval. The company will prepare and file with the U.S. Securities and Exchange Commission
(the “SEC”) a Schedule 13E-3 transaction statement, which will include a proxy statement of the company. The Schedule
13E-3 will include a description of the Agreement and Plan of Merger and contain other important information about the transaction,
the company, and the other participants in the transaction.
In the interim, investors are encouraged
to review the related Form 6-K filed with the SEC at www.sec.gov on November 4, 2015 that contains certain information and attachments
with respect to the going private transaction and its participants.
In light of these events the company does
not intend to host a conference call to discuss the financial information contained in this press release.
Use of Non-GAAP Financial Measures
Mindray provides gross
profit, selling expenses, general and administrative expenses, research and development expenses, operating income, net
income and earnings per share on a non-GAAP basis that excludes share-based compensation expense, acquired intangible
assets amortization expense, dispute related legal fees and going private related expenses, all net of
related tax impact, as well as EBITDA to enable investors to better assess the company’s operating performance for the
third quarter of 2015 and its comparative periods. The non-GAAP measures described by the company are reconciled to the
corresponding GAAP measure in the exhibit below titled “Reconciliations of non-GAAP results of operations measures to
the nearest comparable GAAP measures”.
The company has reported operation results
for the third quarter of 2015 and its comparative periods on a non-GAAP basis. Each of the terms as used by the company is defined
as follows:
| – | Non-GAAP gross profit represents gross profit reported in accordance with GAAP, adjusted for the
effects of share-based compensation and amortization of acquired intangible assets. |
| | | |
| – | Non-GAAP operating income represents operating income reported in accordance with GAAP,
adjusted for the effects of share-based compensation, amortization of acquired intangible assets, dispute
related legal fees and going private related expenses. |
| | | |
| – | Non-GAAP selling expenses represent selling expenses reported in accordance with GAAP, adjusted
for the effects of share-based compensation and amortization of acquired intangible assets. |
| | | |
| – | Non-GAAP general and administrative expenses represent general and administrative expenses
reported in accordance with GAAP, adjusted for the effects of share-based compensation, dispute related
legal fees and going private related expenses. |
| | | |
| – | Non-GAAP research and development expenses represent research and development expenses reported
in accordance with GAAP, adjusted for the effects of share-based compensation. |
| | | |
| – | Non-GAAP net income represents net income reported in accordance with GAAP, adjusted for the
effects of share-based compensation, amortization of acquired intangible assets, dispute related legal fees
and going private related expenses, all net of related tax
impact. |
| | | |
| – | Non-GAAP earnings per share represents non-GAAP net income divided by the number of shares used
in computing basic and diluted earnings per share in accordance with GAAP, and excludes the impact of the declared dividends for
the basic calculation. |
| | | |
| – | EBITDA represents net income reported in accordance with GAAP, adjusted for the effect of interest
income and expenses, provision of income taxes, depreciation and amortization. |
The company computes its non-GAAP financial
measures using the same consistent method from quarter to quarter. The company notes that these measures may not be calculated
on the same basis of similar measures used by other companies. Readers are cautioned not to view non-GAAP results on a stand-alone
basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies, and
should refer to the reconciliation of GAAP results with non-GAAP results for the three and nine months ended September 30,
2014 and 2015, respectively, in the attached financial information.
Cautionary Note Regarding Forward-Looking
Statements
This press release
contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Statements that are not historical facts are forward-looking statements. Readers
are cautioned that these forward-looking statements are only predictions and may differ materially from actual results due to
a variety of factors including, without limitation,competitive, pricing and other conditions in China and our international
markets and our ability to effectively address or respond those conditions; our ability effectively attract and retain our
key employees;the growth and expected growth of the medical device market in China and internationally; applicable government
policies and regulations; our ability to satisfy the requirements imposed by relevant regulatory bodies; market acceptance of
our products; our expectations regarding demand for our products; our ability to expand our production, our sales
and distribution network and other aspects of our operations; our ability to stay abreast of market trends and
technological advances; our ability to effectively protect our intellectual property rights and not infringe on the
intellectual property rights of others; our ability to settle disputes with our customers and suppliers and related costs,
expenses and potential business disruptions; competition in the medical device industry in China and internationally; and
general economic and business conditions in the countries in which we operate. For a discussion of other important factors
that could adversely affect our business, financial condition, results of operations and prospects, see “Risk
Factors” beginning on page 6 of our annual report on Form 20-F which was filed with the Securities and Exchange
Commission on April 16, 2015. Our results of operations for the third quarter as of September 30, 2015 are not necessarily
indicative of our operating results for any future periods. The financial information contained in this release should be
read in conjunction with the consolidated financial statements and notes thereto included in our public filings with the
Securities and Exchange Commission. Any projections in this release are based on limited information currently available to
us, which is subject to change. Although such projections and the factors influencing them will likely change, we will not
necessarily update the information. Such information speaks only as of the date of this release.
All references to “shares”
are to our ordinary shares, which are divided into two classes, Class A and Class B. Each of our American Depositary
Shares, which trade on the New York Stock Exchange, represents one Class A ordinary share.
About Mindray
We are a leading developer, manufacturer and marketer of medical
devices worldwide. We maintain our global headquarters in Shenzhen, China, U.S. headquarters in Mahwah, New Jersey and
multiple sales offices in major international markets. From our main manufacturing and engineering base in China, we supply
through our worldwide distribution network a broad range of products across three primary business segments, namely patient monitoring
and life support, in-vitro diagnostics, and medical imaging systems. For more information, please visit http://ir.mindray.com.
For investor and media inquiries, please
contact:
In China:
Cathy Gao
Mindray Medical International Limited
Tel: +86-755-8188-8023
Email: cathy.gao@mindray.com
In the U.S:
Hoki Luk
Western Bridge, LLC
Tel: +1-646-808-9150
Email: hoki.luk@westernbridgegroup.com
# # #
Exhibit 1
MINDRAY MEDICAL INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of US dollars)
| | |
As of December 31, 2014 | | |
As of September 30, 2015 | |
| | |
US$ | | |
US$ | |
| | |
(Note 1) | | |
(unaudited) | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents (Note 2) | |
| 276,598 | | |
| 197,708 | |
| Restricted cash (Note 3) | |
| 7,422 | | |
| 28 | |
| Restricted investments (Note 4) | |
| - | | |
| 234,622 | |
| Short-term investments (Note 2) | |
| 816,394 | | |
| 525,688 | |
| Accounts receivable, net | |
| 222,522 | | |
| 175,959 | |
| Inventories | |
| 150,642 | | |
| 180,030 | |
| Value added tax receivables | |
| 3,432 | | |
| 8,790 | |
| Other receivables and current assets | |
| 23,316 | | |
| 155,564 | |
| Prepayments and deposits | |
| 16,481 | | |
| 25,471 | |
| Deferred tax assets, net | |
| 14,802 | | |
| 18,482 | |
| Total current assets | |
| 1,531,609 | | |
| 1,522,342 | |
| | |
| | | |
| | |
| Restricted cash, non-current (Note 3) | |
| 5,061 | | |
| 2,769 | |
| Restricted investment, non-current (Note 5) | |
| - | | |
| 7,074 | |
| Other assets | |
| 9,666 | | |
| 8,835 | |
| Accounts receivables, net, non-current | |
| 3,350 | | |
| 2,623 | |
| Advances for purchase of plant and equipment | |
| 21,840 | | |
| 19,579 | |
| Property, plant and equipment, net | |
| 412,733 | | |
| 440,150 | |
| Land use rights, net | |
| 59,057 | | |
| 55,805 | |
| Intangible assets, net | |
| 175,451 | | |
| 156,978 | |
| Goodwill | |
| 254,435 | | |
| 251,205 | |
| Total assets | |
| 2,473,202 | | |
| 2,467,360 | |
| | |
| | | |
| | |
| LIABILITIES AND EQUITY | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Short-term bank loans | |
| 59,625 | | |
| 249,629 | |
| Notes payable | |
| 9,234 | | |
| 5,829 | |
| Accounts payable | |
| 93,523 | | |
| 100,284 | |
| Advances from customers | |
| 31,396 | | |
| 48,361 | |
| Salaries payable | |
| 114,583 | | |
| 97,275 | |
| Other payables and current liabilities | |
| 168,139 | | |
| 163,383 | |
| Purchase consideration payable | |
| 17,173 | | |
| 7,090 | |
| Income taxes payable | |
| 20,415 | | |
| 32,713 | |
| Other taxes payable | |
| 10,342 | | |
| 6,199 | |
| Total current liabilities | |
| 524,430 | | |
| 710,763 | |
| | |
| | | |
| | |
| Long-term bank loans | |
| 197,585 | | |
| 48,000 | |
| Other long-term liabilities | |
| 10,670 | | |
| 11,155 | |
| Deferred tax liabilities, net | |
| 69,233 | | |
| 78,815 | |
| Total liabilities | |
| 801,918 | | |
| 848,733 | |
| | |
| | | |
| | |
| Mindray shareholders' equity: | |
| | | |
| | |
| Ordinary shares | |
| 15 | | |
| 15 | |
| Additional paid-in capital | |
| 453,564 | | |
| 433,872 | |
| Retained earnings | |
| 1,000,257 | | |
| 1,077,366 | |
| Accumulated other comprehensive income | |
| 144,120 | | |
| 68,292 | |
| Total Mindray shareholders' equity | |
| 1,597,956 | | |
| 1,579,545 | |
| | |
| | | |
| | |
| Non-controlling interests | |
| 73,328 | | |
| 39,082 | |
| Total equity | |
| 1,671,284 | | |
| 1,618,627 | |
| Total liabilities and equity | |
| 2,473,202 | | |
| 2,467,360 | |
| (1) |
Financial information is extracted from the audited financial statements included in the Company’s 2014 annual report on
Form 20-F. |
| |
|
| (2) |
In respect of cash and cash equivalents and short-term investments, there is an aggregate compensating balance arrangement of
$189,000 and $nil as of December 31, 2014 and September 30, 2015, respectively in relation to the drawings of certain bank loans. |
| |
|
| (3) |
Restricted cash as of December 31, 2014 is mainly those purchase consideration
in connection with our acquisitions being held on escrow accounts.
|
| |
|
| (4) |
Restricted investments are those investments in Chinese Renminbi denominated financial products placed with bank which are restricted
as to withdrawal or usage according to new terms imposed on certain bank loans during the quarter ended March 31, 2015. |
| |
|
| (5) |
Restricted investment, non-current is the purchase consideration being held as time deposit which is restricted as withdrawal
or usage for over one year in connection with our acquisition. |
Exhibit 2
MINDRAY MEDICAL INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of US dollars, except share and per share amounts)
| | |
Three months ended September 30, | | |
Nine months ended September 30, | |
| | |
2014 | | |
2015 | | |
2014 | | |
2015 | |
| | |
US$ | | |
US$ | | |
US$ | | |
US$ | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| Net revenues | |
| | | |
| | | |
| | | |
| | |
| - China | |
| 155,699 | | |
| 152,567 | | |
| 423,996 | | |
| 428,388 | |
| - International | |
| 168,937 | | |
| 175,048 | | |
| 499,863 | | |
| 508,508 | |
| Net revenues | |
| 324,636 | | |
| 327,615 | | |
| 923,859 | | |
| 936,896 | |
| Cost of revenues | |
| (141,799 | ) | |
| (148,818 | ) | |
| (405,787 | ) | |
| (425,031 | ) |
| Gross profit | |
| 182,837 | | |
| 178,797 | | |
| 518,072 | | |
| 511,865 | |
| | |
| | | |
| | | |
| | | |
| | |
| Selling expenses | |
| (65,800 | ) | |
| (62,541 | ) | |
| (184,067 | ) | |
| (182,859 | ) |
| General and administrative expenses | |
| (39,293 | ) | |
| (20,439 | ) | |
| (96,684 | ) | |
| (81,385 | ) |
| Research and development expenses | |
| (34,346 | ) | |
| (37,093 | ) | |
| (98,213 | ) | |
| (107,982 | ) |
| Income from operations | |
| 43,398 | | |
| 58,724 | | |
| 139,108 | | |
| 139,639 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other income, net | |
| 631 | | |
| 1,796 | | |
| 2,225 | | |
| 3,589 | |
| Interest income | |
| 9,530 | | |
| 7,589 | | |
| 27,987 | | |
| 21,919 | |
| Interest expense | |
| (1,462 | ) | |
| (1,082 | ) | |
| (5,148 | ) | |
| (3,175 | ) |
| Income before income taxes and non-controlling interests | |
| 52,097 | | |
| 67,027 | | |
| 164,172 | | |
| 161,972 | |
| Income tax provision | |
| (4,729 | ) | |
| (14,825 | ) | |
| (18,677 | ) | |
| (33,288 | ) |
| Net income | |
| 47,368 | | |
| 52,202 | | |
| 145,495 | | |
| 128,684 | |
| Less: Net income attributable to non-controlling interests | |
| (1,325 | ) | |
| (1,331 | ) | |
| (4,196 | ) | |
| (4,478 | ) |
| Net income attributable to Mindray shareholders | |
| 46,043 | | |
| 50,871 | | |
| 141,299 | | |
| 124,206 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic earnings per share | |
| 0.39 | | |
| 0.43 | | |
| 1.21 | | |
| 1.05 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted earnings per share | |
| 0.39 | | |
| 0.43 | | |
| 1.19 | | |
| 1.05 | |
| | |
| | | |
| | | |
| | | |
| | |
| Shares used in the computation of: | |
| | | |
| | | |
| | | |
| | |
| Basic earnings per share | |
| 117,106,169 | | |
| 117,846,734 | | |
| 116,979,193 | | |
| 117,830,960 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted earnings per share | |
| 118,231,031 | | |
| 118,657,681 | | |
| 118,315,564 | | |
| 118,818,946 | |
Exhibit 3
MINDRAY MEDICAL INTERNATIONAL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of US dollars)
| | |
Three months ended September 30, | | |
Nine months ended September 30, | |
| | |
2014 | | |
2015 | | |
2014 | | |
2015 | |
| | |
US$ | | |
US$ | | |
US$ | | |
US$ | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| Cash flow from operating activities: | |
| | | |
| | | |
| | | |
| | |
| Net income | |
| 47,368 | | |
| 52,202 | | |
| 145,495 | | |
| 128,684 | |
| Adjustments to reconcile net income to net cash provided by operating activities | |
| 22,969 | | |
| 27,437 | | |
| 71,666 | | |
| 82,819 | |
| Changes in assets and liabilities, net of effects of acquisitions | |
| 15,187 | | |
| 29,208 | | |
| (27,372 | ) | |
| (3,579 | ) |
| Net cash provided by operating activities | |
| 85,524 | | |
| 108,847 | | |
| 189,789 | | |
| 207,924 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cash flow from investing activities: | |
| | | |
| | | |
| | | |
| | |
| Acquisition cost of subsidiaries, net of cash received | |
| (852 | ) | |
| (11,113 | ) | |
| (9,067 | ) | |
| (16,691 | ) |
| Capital expenditures | |
| (28,057 | ) | |
| (27,239 | ) | |
| (79,108 | ) | |
| (78,335 | ) |
| Decrease (increase) in restricted cash | |
| 724 | | |
| 10,699 | | |
| (790 | ) | |
| 9,730 | |
| Increase in restricted investments | |
| - | | |
| (7,354 | ) | |
| - | | |
| (59,499 | ) |
| Proceeds from sale of short-term investments | |
| 184,247 | | |
| 424,208 | | |
| 800,762 | | |
| 576,779 | |
| Increase in short-term investments and changes in other investing activities | |
| (407,911 | ) | |
| (514,776 | ) | |
| (749,649 | ) | |
| (646,957 | ) |
| Net cash used in investing activities | |
| (251,849 | ) | |
| (125,575 | ) | |
| (37,852 | ) | |
| (214,973 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Cash flow from financing activities: | |
| | | |
| | | |
| | | |
| | |
| Repayment of bank loans | |
| - | | |
| - | | |
| (210,000 | ) | |
| (4,375 | ) |
| Proceeds from bank loans, net of costs | |
| - | | |
| - | | |
| - | | |
| 47,712 | |
| Dividend paid | |
| - | | |
| - | | |
| (58,711 | ) | |
| (47,097 | ) |
| Proceeds from exercise of options | |
| 1,731 | | |
| 81 | | |
| 2,745 | | |
| 1,938 | |
| Repurchase of ordinary American depositary shares | |
| - | | |
| - | | |
| (68,080 | ) | |
| - | |
| Cash paid to acquire a non-controlling interest | |
| - | | |
| (64,074 | ) | |
| (4,731 | ) | |
| (64,074 | ) |
| Cash contribution from a non-controlling interest | |
| 416 | | |
| - | | |
| 655 | | |
| - | |
| Net cash provided by (used in) financing activities | |
| 2,147 | | |
| (63,993 | ) | |
| (338,122 | ) | |
| (65,896 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net decrease in cash and cash equivalents | |
| (164,178 | ) | |
| (80,721 | ) | |
| (186,185 | ) | |
| (72,945 | ) |
| Cash and cash equivalents, beginning of period | |
| 362,311 | | |
| 284,194 | | |
| 385,224 | | |
| 276,598 | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (749 | ) | |
| (5,765 | ) | |
| (1,655 | ) | |
| (5,945 | ) |
| Cash and cash equivalents, end of period | |
| 197,384 | | |
| 197,708 | | |
| 197,384 | | |
| 197,708 | |
Exhibit 4
MINDRAY MEDICAL INTERNATIONAL LIMITED
RECONCILIATIONS OF NON-GAAP RESULTS OF OPERATIONS MEASURES TO THE NEAREST COMPARABLE GAAP MEASURES
(In thousands of US dollars, except
share and per share amounts)
| | |
Three months ended September 30, | | |
Nine months ended September 30, | |
| | |
2014 | | |
2015 | | |
2014 | | |
2015 | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| | |
US$ | | |
US$ | | |
US$ | | |
US$ | |
| Non-GAAP net income attributable to the Company | |
| 56,157 | | |
| 60,386 | | |
| 168,430 | | |
| 149,340 | |
| Non-GAAP net margin | |
| 17.3 | % | |
| 18.4 | % | |
| 18.2 | % | |
| 15.9 | % |
| Amortization of acquired intangible assets | |
| (3,499 | ) | |
| (3,243 | ) | |
| (10,384 | ) | |
| (9,935 | ) |
| Deferred tax impact related to acquired intangible assets | |
| 662 | | |
| 613 | | |
| 1,881 | | |
| 1,848 | |
| Dispute related legal fees, net of tax impact | |
| (2,340 | ) | |
| (2,446 | ) | |
| (2,340 | ) | |
| (5,266 | ) |
| Going private related expenses, net of tax impact | |
| - | | |
| (874 | ) | |
| - | | |
| (874 | ) |
| Share-based compensation | |
| (4,937 | ) | |
| (3,565 | ) | |
| (16,288 | ) | |
| (10,907 | ) |
| GAAP net income attributable to the Company | |
| 46,043 | | |
| 50,871 | | |
| 141,299 | | |
| 124,206 | |
| GAAP net margin | |
| 14.2 | % | |
| 15.5 | % | |
| 15.3 | % | |
| 13.3 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP basic earnings per share | |
| 0.48 | | |
| 0.51 | | |
| 1.44 | | |
| 1.27 | |
| Non-GAAP diluted earnings per share | |
| 0.47 | | |
| 0.51 | | |
| 1.42 | | |
| 1.26 | |
| | |
| | | |
| | | |
| | | |
| | |
| GAAP basic earnings per share | |
| 0.39 | | |
| 0.43 | | |
| 1.21 | | |
| 1.05 | |
| GAAP diluted earnings per share | |
| 0.39 | | |
| 0.43 | | |
| 1.19 | | |
| 1.05 | |
| | |
| | | |
| | | |
| | | |
| | |
| Shares used in computation of: | |
| | | |
| | | |
| | | |
| | |
| Basic earnings per share | |
| 117,106,169 | | |
| 117,846,734 | | |
| 116,979,193 | | |
| 117,830,960 | |
| Diluted earnings per share | |
| 118,231,031 | | |
| 118,657,681 | | |
| 118,315,564 | | |
| 118,818,946 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP operating income | |
| 54,434 | | |
| 69,284 | | |
| 168,380 | | |
| 167,550 | |
| Non-GAAP operating margin | |
| 16.8 | % | |
| 21.1 | % | |
| 18.2 | % | |
| 17.9 | % |
| Amortization of acquired intangible assets | |
| (3,499 | ) | |
| (3,243 | ) | |
| (10,384 | ) | |
| (9,935 | ) |
| Dispute related legal fees | |
| (2,600 | ) | |
| (2,878 | ) | |
| (2,600 | ) | |
| (6,195 | ) |
| Going private related expenses | |
| - | | |
| (874 | ) | |
| - | | |
| (874 | ) |
| Share-based compensation | |
| (4,937 | ) | |
| (3,565 | ) | |
| (16,288 | ) | |
| (10,907 | ) |
| GAAP operating income | |
| 43,398 | | |
| 58,724 | | |
| 139,108 | | |
| 139,639 | |
| GAAP operating margin | |
| 13.4 | % | |
| 17.9 | % | |
| 15.1 | % | |
| 14.9 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP gross profit | |
| 185,119 | | |
| 180,664 | | |
| 524,657 | | |
| 517,633 | |
| Non-GAAP gross margin | |
| 57.0 | % | |
| 55.1 | % | |
| 56.8 | % | |
| 55.2 | % |
| Amortization of acquired intangible assets | |
| (1,808 | ) | |
| (1,672 | ) | |
| (5,676 | ) | |
| (5,186 | ) |
| Share-based compensation | |
| (474 | ) | |
| (195 | ) | |
| (909 | ) | |
| (582 | ) |
| GAAP gross profit | |
| 182,837 | | |
| 178,797 | | |
| 518,072 | | |
| 511,865 | |
| GAAP gross margin | |
| 56.3 | % | |
| 54.6 | % | |
| 56.1 | % | |
| 54.6 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP selling expenses | |
| (61,486 | ) | |
| (59,708 | ) | |
| (174,245 | ) | |
| (174,175 | ) |
| Non-GAAP as % of total net revenues | |
| 18.9 | % | |
| 18.2 | % | |
| 18.9 | % | |
| 18.6 | % |
| Amortization of acquired intangible assets | |
| (1,691 | ) | |
| (1,571 | ) | |
| (4,708 | ) | |
| (4,749 | ) |
| Share-based compensation | |
| (2,623 | ) | |
| (1,262 | ) | |
| (5,114 | ) | |
| (3,935 | ) |
| GAAP selling expenses | |
| (65,800 | ) | |
| (62,541 | ) | |
| (184,067 | ) | |
| (182,859 | ) |
| GAAP as % of total net revenues | |
| 20.3 | % | |
| 19.1 | % | |
| 19.9 | % | |
| 19.5 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP general and administrative expenses | |
| (36,061 | ) | |
| (15,770 | ) | |
| (87,467 | ) | |
| (71,628 | ) |
| Non-GAAP as % of total net revenues | |
| 11.1 | % | |
| 4.8 | % | |
| 9.5 | % | |
| 7.6 | % |
| Dispute related legal fees | |
| (2,600 | ) | |
| (2,878 | ) | |
| (2,600 | ) | |
| (6,195 | ) |
| Going private related expenses | |
| - | | |
| (874 | ) | |
| - | | |
| (874 | ) |
| Share-based compensation | |
| (632 | ) | |
| (917 | ) | |
| (6,617 | ) | |
| (2,688 | ) |
| GAAP general and administrative expenses | |
| (39,293 | ) | |
| (20,439 | ) | |
| (96,684 | ) | |
| (81,385 | ) |
| GAAP as % of total net revenues | |
| 12.1 | % | |
| 6.2 | % | |
| 10.5 | % | |
| 8.7 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP research and development expenses | |
| (33,138 | ) | |
| (35,902 | ) | |
| (94,565 | ) | |
| (104,280 | ) |
| Non-GAAP as % of total net revenues | |
| 10.2 | % | |
| 11.0 | % | |
| 10.2 | % | |
| 11.1 | % |
| Share-based compensation | |
| (1,208 | ) | |
| (1,191 | ) | |
| (3,648 | ) | |
| (3,702 | ) |
| GAAP research and development expenses | |
| (34,346 | ) | |
| (37,093 | ) | |
| (98,213 | ) | |
| (107,982 | ) |
| GAAP as % of total net revenues | |
| 10.6 | % | |
| 11.3 | % | |
| 10.6 | % | |
| 11.5 | % |
Exhibit 5
MINDRAY MEDICAL INTERNATIONAL LIMITED
RECONCILIATION OF GAAP NET INCOME TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
(In thousands of US dollars)
| | |
Three months ended September 30, | | |
Nine months ended September 30, | |
| | |
2014 | | |
2015 | | |
2014 | | |
2015 | |
| | |
US$ | | |
US$ | | |
US$ | | |
US$ | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| GAAP net income attributable to the Company | |
| 46,043 | | |
| 50,871 | | |
| 141,299 | | |
| 124,206 | |
| Interest income | |
| (9,530 | ) | |
| (7,589 | ) | |
| (27,987 | ) | |
| (21,919 | ) |
| Interest expense | |
| 1,462 | | |
| 1,082 | | |
| 5,148 | | |
| 3,175 | |
| Income tax provision | |
| 4,729 | | |
| 14,825 | | |
| 18,677 | | |
| 33,288 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings before interest and taxes ("EBIT") | |
| 42,704 | | |
| 59,189 | | |
| 137,137 | | |
| 138,750 | |
| Depreciation | |
| 9,070 | | |
| 9,651 | | |
| 26,402 | | |
| 29,422 | |
| Amortization | |
| 5,743 | | |
| 5,304 | | |
| 16,889 | | |
| 16,274 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings before interest, taxes, depreciation, and amortization ("EBITDA") | |
| 57,517 | | |
| 74,144 | | |
| 180,428 | | |
| 184,446 | |
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