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EX-99.2 - EX-99.2 - CHINDEX INTERNATIONAL INCexhibit2.htm

FOR RELEASE May 9, 2011

Contact: ICR, LLC

Ashley De Simone

(646) 277-1227

Chindex International, Inc. Reports First Quarter 2011 Financial Results

Bethesda, Maryland – May 9, 2011 - Chindex International, Inc. (NASDAQ: CHDX), an American health care company providing health care services in China through the operations of United Family Healthcare, a network of private primary care hospitals and affiliated ambulatory clinics, today announced financial results for the three month period ended March 31, 2011.

First Quarter 2011 Financial Highlights

    Revenue from healthcare services increased 14% to $24.2 million from $21.2 million in the prior year period.

    Loss from operations was $293,000.

    Net loss was $1.2 million, or $0.08 per diluted share, compared to net income of $0.52 million, or $0.04 per diluted share, in the prior year period.

    Adjusted EBITDA was $2.4 million. (See reconciliation table below.)

    Development, pre-opening and start-up expense was $798,000 compared to $413,000 in the prior year period.

The Company is presenting Adjusted EBITDA beginning in the first quarter of 2011 to better illustrate ongoing operations. Adjusted EBITDA is defined as income (loss) before interest expense, income taxes, depreciation and amortization, and also excludes development, pre-opening and start-up expenses related to new and pending hospitals and clinics, equity in loss of unconsolidated affiliate, non-recurring charges for Chindex Medical Limited (CML) joint venture formation and effect of change in corporate cost allocations. The Company anticipates recurring development, pre-opening and start-up expense and notes that such expense is a basic element of the long term growth plan. Management believes that providing an Adjusted EBIDTA analysis to investors is a helpful metric to better illustrate the Company’s operations, including development plans, and changes in presentation from historical periods. The Company uses Adjusted EBITDA for business planning and other purposes. Other companies may calculate Adjusted EBITDA differently, and therefore Chindex’s Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA is not a measure of financial performance under U.S. generally accepted accounting principles (GAAP), and should not be considered in isolation or as an alternative to net income (loss), cash flows from operating activities and other measures determined in accordance with GAAP. Items excluded from Adjusted EBITDA are significant and necessary components to the operations of the Company’s business, and, therefore, Adjusted EBITDA should only be used as a supplemental measure of operating performance.

Roberta Lipson, President and CEO of Chindex, commented, “First quarter financial performance reflects revenue growth tempered by the holiday season and the timing of our BJU expansion, as well as non-recurring expense items and increases in corporate expenses related to the joint venture formation. While the Beijing expansion is progressing slower than anticipated due to construction and regulatory timing, we are optimistic that we’ll meet our phased opening plans through this year. We also anticipate steady inpatient and outpatient demand across our network.”

First Quarter 2011 Financial Results
First quarter 2011 revenue from healthcare services increased 14% to $24.2 million from $21.2 million in the prior year period, reflecting growing inpatient and outpatient volume across the United Family Healthcare network. Outpatient services contributed 62% of revenue and inpatient services contributed 38% of revenue in the first quarter of 2011. This compares to 60% and 40%, respectively, in the year ago period. By service line, surgical services contributed 17.8%, OB/GYN contributed 17.8%, pediatrics contributed 7.6%, ancillary services contributed 33.4% and other services contributed 23.4% of revenue. This additional revenue data is provided in the tables below.

Operating expenses for the three months ended March 31, 2011 increased to $24.5 million from $20.0 million in the prior year period. This reflects a higher than normal level of operating expense of approximately $400,000 due to certain non-recurring legal and professional expenses related primarily to the formation and start up operations of the CML joint venture. In addition, development, pre-opening and start up expenses rose to $798,000 compared to $413,000 in the prior year period primarily as a result of expenses related to the Company’s Beijing and Tianjin projects.

Operating expenses also included certain non-cash expenses including $1.2 million of non-cash stock compensation expense compared to $854,000 in the prior year and increased corporate cost allocations of approximately $325,000 due to the change in business organization when compared to the prior year.

Adjusted EBITDA in the first quarter of 2011 was approximately $2.4 million compared to $2.5 million in the prior year period.

Loss from operations was $293,000 compared to income from operations of $1.1 million in the prior year period.

The Company recorded a $787,000 provision for taxes in the quarter ended March 31, 2011 as compared to a provision for taxes of $791,000 in the prior year period. The provision for taxes this period reflects losses in entities for which the Company could not recognize a tax benefit.

Net loss for the quarter ended March 31, 2011 was $1.2 million, or $0.08 per diluted share. This compares to net income of $515,000 or $0.04 per diluted share, in the prior year period. For the quarter ended March 31, 2011, weighted average diluted shares outstanding were 16.1 million.

As of March 31, 2011, the Company had $81.0 million in cash and cash equivalents and investments.

Chindex Medical Limited
The Chindex Medical Limited joint venture (CML) between FosunPharma and Chindex International began operations on January 1, 2011. The strategic venture merged the former Medical Products division of Chindex International and select medical device companies of FosunPharma. FosunPharma owns 51% and Chindex owns 49% of the CML joint venture. Beginning this quarter, Chindex has deconsolidated CML’s operating results and recognizes its 49% interest in CML’s net income using the equity method of accounting.

Accordingly, in the first quarter of 2011, other expenses include a $147,000 loss for Chindex’s 49% share of the net loss of CML for the quarter. On a stand-alone basis, the CML joint venture had a net loss of $37,000 for the quarter, which included a stock-based compensation expense charge of $279,000. In recognizing its 49% interest in the net income of CML for the quarter, Chindex also included additional expenses for amortization of certain fair value adjustments made in connection with the formation of the joint venture. CML results in the first quarter of 2011 reflected the weakest budgeted quarter for the joint venture. The Company expects improved results in future quarters which are anticipated to offset the stock-based compensation expense and recurring amortization charges.

The deconsolidation of CML’s financial results include the following impacts on the Company’s presentation of results:

    Cost of goods sold, which previously reflected the Medical Products division costs, are no longer broken out on the income statement;

    Depreciation and amortization expenses, previously consolidated within healthcare services costs, will now be presented as a separate operating expense item to provide greater clarity into the Company’s hospital and clinic assets; and

    General and administrative expenses, which previously included corporate expense and was allocated between both Healthcare Services and Medical Products divisions, is now included in other operating expenses and allocated to the Company’s one division, Healthcare Services.

Conference Call
Management will host a conference call at 8:00 am ET on May 10, 2011, to discuss financial results. To participate in the conference call, U.S. domestic callers may dial 1-877-303-9231 and international callers may dial 1-760-666-3567 approximately 10 minutes before the conference call is scheduled to begin. A telephone replay will be available from the day of the call until May 17, 2011, by dialing (U.S. domestic) 1-800-642-1687 or (international) 1-706-645-9291, passcode 65853259. A webcast of the earnings call will be accessible via Chindex’s website at http://ir.chindex.com/events.cfm.

About Chindex International, Inc.
Chindex is an American health care company providing health care services in China through the operations of United Family Healthcare, a network of private primary care hospitals and affiliated ambulatory clinics. United Family Healthcare currently operates in Beijing, Shanghai and Guangzhou. The Company also provides medical capital equipment and products through Chindex Medical Ltd., a joint venture company with manufacturing and distribution businesses serving both domestic China and export markets. With thirty years of experience, the Company’s strategy is to continue its growth as a leading integrated health care provider in the Greater China region. Further company information may be found at the Company’s website at http://www.chindex.com.

Safe Harbor Statement
Statements made in this press release 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” in our Transition Report on Form 10-K for the nine months ended December 31, 2010, updates and additions to those “Risk Factors” in our interim reports on Form 10-Q, Forms 8-K and in other documents filed by us with the Securities and Exchange Commission from time to time. 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 we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have no obligation to update these forward-looking statements.

Financial Summary Attached

CHINDEX INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands except share and per share data)

                         
            Three months ended March 31,
            2011   2010
Revenue                
Healthcare services revenue   $ 24,185     $ 21,168  
Product sales     -       20,088  
                 
Total revenue     24,185       41,256  
                 
       
 
               
Operating expenses                
       
Healthcare services:
               
       
Salaries, wages and benefits
    14,755       12,378  
       
Other operating expenses
    4,319       3,298  
       
Supplies and purchased medical services
    2,635       2,120  
       
Bad debt expense
    432       339  
       
Depreciation and amortization
    1,137       880  
       
Lease and rental expense
    1,200       976  
       
 
               
      24,478       19,991  
                 
Products:                
Product sales costs     -       14,553  
Product selling and other operating expenses     -       5,579  
                 
      -       20,132  
                 
Total operating expenses     24,478       40,123  
                 
(Loss) income from operations     (293 )     1,133  
                 
Other (expenses) and income                
       
Interest income
    142       137  
       
Interest expense
    (103 )     (199 )
       
Equity in loss of unconsolidated affiliate
    (147 )      
       
Miscellaneous (expense) income — net
    (42 )     235  
       
 
               
(Loss) income before income taxes     (443 )     1,306  
Provision for income taxes     (787 )     (791 )
                 
Net (loss) income   $ (1,230 )   $ 515  
                 
       
 
               
Net (loss) income per common share — basic   $ (.08 )   $ .04  
                 
Weighted average shares outstanding — basic     16,075,847       14,721,901  
                 
       
 
               
Net (loss) income per common share — diluted   $ (.08 )   $ .04  
                 
Weighted average shares outstanding — diluted     16,075,847       16,188,973  
                 

CHINDEX INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands except share data)

                 
    March 31, 2011    
    (unaudited)   December 31, 2010
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 42,600     $ 32,007  
Restricted cash
    300       300  
Investments
    37,074       37,631  
Accounts receivable, less allowance for doubtful accounts of $7,253 and $6,748, respectively
    11,019        11,601   
Receivables from affiliates
    1,270       9.330  
Inventories, net
    1,432       1,413  
Deferred income taxes
    3,574       3,242  
Other current assets
    2,785       3,856  
 
               
Total current assets
    100,054       99,380  
Restricted cash and sinking funds
    990       980  
Investments
    1,329       2,439  
Investment in unconsolidated affiliate
    32,107       31,756  
Property and equipment, net
    38,437       37,099  
Noncurrent deferred income taxes
    160       108  
Other assets
    2,449       2,411  
 
               
Total assets
  $ 175,526     $ 174,173  
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 2,710     $ 4,038  
Payable to affiliates
    1,181        
Accrued expenses
    9,343       8,541  
Other current liabilities
    3,521       3,874  
Income taxes payable
    1,890       2,147  
 
               
Total current liabilities
    18,645       18,600  
Long-term debtand convertible debentures
    23,231       23,070  
Long-term deferred tax liability
    431       431  
 
               
Total liabilities
    42,307       42,101  
 
               
Commitments and contingencies
               
Stockholders’ equity: 
               
Preferred stock, $.01 par value, 500,000 shares authorized, none issued
           
Common stock, $.01 par value, 28,200,000 shares authorized, including 3,200,000 designated Class B:
               
Common stock – 15,323,041 and 15,310,426 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively
    153       153  
Class B stock – 1,162,500 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively
    12       12  
Additional paid-in capital
    117,268       115,815  
Accumulated other comprehensive income
    5,726       4,802  
Retained earnings
    10,060       11,290  
 
               
Total stockholders’ equity
    133,219       132,072  
 
               
Total liabilities and stockholders’ equity
  $ 175,526     $ 174,173  
 
               

CHINDEX INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)

                 
    Three months ended March 31,
    2011   2010
OPERATING ACTIVITIES
               
Net (loss) income
  $ (1,230 )   $ 515  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    1,137       980  
Provision for demonstration inventory
          137  
Inventory write down
    (1 )     83  
Provision for doubtful accounts
    432       495  
Loss on disposal of property and equipment
    49       20  
Equity in loss of unconsolidated affiliate
    147        
Deferred income taxes
    (354 )     548  
Stock based compensation
    1,202       854  
Foreign exchange (gain) loss
    (19 )     825  
Amortization of debt issuance costs
    2       2  
Amortization of debt discount
    63       62  
Non-cash charge for change in fair value of warrants
          (224 )
Changes in operating assets and liabilities:
               
Restricted cash
          (340 )
Accounts receivable
    264       6,476  
Accounts receivable from affiliates
    8,060        
Inventories
    (3 )     (1,188 )
Other current assets and other assets
    1,070       431  
Accounts payable, accrued expenses, other current liabilities and deferred revenue
    5,001       (131 )
Accounts payable to affiliates
    1,181        
Income taxes payable
    (278 )     (721 )
 
               
Net cash provided by operating activities
    16,723       8,824  
INVESTING ACTIVITIES
               
Purchases of short-term investments and CDs
    (20,265 )      
Proceeds from redemption of CDs
    21,987       20,800  
Purchases of property and equipment
    (8,064 )     (3,243 )
 
               
Net cash (used in) provided by investing activities
    (6,342 )     17,557  
FINANCING ACTIVITIES
               
Proceeds from debt, vendor financing and convertible debentures
          (83 )
Repayment of debt, sinking fund deposits and vendor financing
          (212 )
Repurchase of restricted stock for income tax withholding
          (1 )
Proceeds from exercise of stock options and warrants
    114       90  
 
               
Net cash provided by (used in) financing activities
    114       (206 )
Effect of foreign exchange rate changes on cash and cash equivalents
    98       719  
 
               
Net increase in cash and cash equivalents
    10,593       26,894  
Cash and cash equivalents at beginning of period
    32,007       20,293  
 
               
Cash and cash equivalents at end of period
  $ 42,600     $ 47,187  
 
               
Supplemental disclosures of cash flow information:
               
Cash paid for interest
  $     $ 641  
Cash paid for taxes
  $ 1,418     $ 4,770  
Non-cash investing and financing activities consist of the following:
               
Property and equipment additions included in accounts payable
  $ 5,921     $ 532  
Cashless exercise of warrants at fair value
  $     $ 800  
Exercise of warrants at fair value
  $     $ (201 )

The table below reconciles our consolidated net income to Adjusted EBITDA (in thousands).

                 
    Three Months Ended March 31,
    2011   2010
Consolidated net income (loss)
  $ (1,230 )   $ 515  
 
               
Adjustments:
               
Depreciation and amortization
    1,137       880  
Provision for income taxes
    787       791  
Interest expense
    103       199  
Interest and other incomes/expense, net
    (100 )     (372 )
Development, pre-opening and start-up expense
    798       413  
Equity in earnings (loss) of unconsolidated affiliate
    147        
Non-recurring charges for CML JV formation
    400        
Effect of change in corporate cost allocations
    325        
 
               
 
    3,597       1,911  
 
               
Adjustments to exclude Medical Products Division:
               
Medical Products revenue
          (20,088 )
Medical Products cost of products sold
          14,553  
Medical Products selling and operating expenses
          5,579  
 
               
 
          44  
 
               
Adjusted EBITDA
  $ 2,367     $ 2,470  
 
               
                 
    Three Months Ended March 31,
    2011   2010
Inpatient/Outpatient revenue percentages
               
Inpatient services as percent of net revenue
    38 %     40 %
Outpatient services as percent of net revenue
    62 %     60 %
 
               
 
    100 %     100 %
 
               
    Three Months Ended March 31,
     
 
    2011       2010  
 
               
Net revenue by service line:
               
Surgical services
    17.8 %     17.7 %
OB/GYN
    17.8 %     19.7 %
Pediatrics
    7.6 %     8.8 %
Ancillary services
               
Laboratory
    10.4 %     10.5 %
Radiology
    11.3 %     12.1 %
Pharmacy
    11.7 %     11.8 %
All other services
    23.4 %     19.4 %
 
               
 
    100 %     100 %