Chindex International Inc. (NASDAQ:CHDX)

BETHESDA, Md., September 30, 2014 /PRNewswire/ -- Chindex International, Inc. ("Chindex" or the "Company") (Nasdaq: CHDX) today announced the completion of its acquisition by Healthy Harmony Holdings, L.P. ("Healthy Harmony") for $24.00 per share in cash. Healthy Harmony is an affiliate of TPG, Shanghai Fosun Pharmaceutical (Group) Co., Ltd. ("Fosun") and Ms. Roberta Lipson, the CEO of the Company.

The previously announced merger agreement was adopted by Chindex's stockholders at a special meeting of stockholders held on September 16, 2014. As a result of the merger, Chindex is now a privately held company, owned by Healthy Harmony, and Chindex's common stock will be delisted from NASDAQ.

Morgan Stanley & Co. LLC served as financial advisor and Hughes Hubbard & Reed LLP served as lead legal advisor to the Transaction Committee of the Board of Directors of Chindex in connection with the merger. Goldman, Sachs & Co. served as financial advisor, Cleary Gottlieb Steen & Hamilton LLP served as lead legal advisor, and Fangda Partners served as PRC counsel to TPG. Troutman Sanders LLP served as Fosun's legal advisor. Skadden, Arps, Slate, Meagher & Flom LLP served as lead legal advisor to Ms. Lipson.

BETHESDA, Md., September 17, 2014 /PRNewswire/ -- Chindex International, Inc. ("Chindex" or the "Company") (Nasdaq: CHDX) announced that, at a special meeting of stockholders held today, the Company's stockholders adopted the previously announced merger agreement (the "Merger Agreement") by and among the Company, Healthy Harmony Holdings, L.P. ("Parent"), and Healthy Harmony Acquisition, Inc. ("Merger Sub"). Parent is an affiliate of TPG, Shanghai Fosun Pharmaceutical (Group) Co., Ltd. ("Fosun") and Ms. Roberta Lipson, the CEO of the Company.

The Merger Agreement was adopted by approximately 81% of the aggregate voting power of the Company's outstanding stock. The Merger Agreement was also adopted by approximately 64% of the voting power of the Company's outstanding stock not owned, directly or indirectly, by any "Excluded Holder" (as defined in the Merger Agreement), thus satisfying an additional stockholder approval condition in the Merger Agreement. "Excluded Holders" consisted of, among others, Parent, Merger Sub, holders of shares of Class B common stock, Roberta Lipson and her related trusts, the other officers and directors of the Company (other than the members of the Transaction Committee of the Board of Directors), and Fosun Industrial Co., Limited.

Under the terms of the Merger Agreement, Parent has agreed to acquire Chindex at a price of $24.00 per share in cash, without interest and net of any taxes required to be withheld. The transaction is expected to close on or before September 30, 2014. If completed, the transaction would result in Chindex becoming a privately held company and its common stock would no longer be listed on the NASDAQ Global Select Market.

Morgan Stanley & Co. LLC is serving as financial advisor and Hughes Hubbard & Reed LLP is serving as lead legal advisor to the Transaction Committee in connection with the pending merger. Goldman, Sachs & Co. is serving as financial advisor, Cleary Gottlieb Steen & Hamilton LLP is serving as lead legal advisor, and Fangda Partners is serving as PRC counsel to TPG. Troutman Sanders LLP is serving as Fosun's legal advisor. Skadden, Arps, Slate, Meagher &Flom LLP is serving as lead legal advisor of Ms. Lipson.

BETHESDA, Md., Sept. 4, 2014 /PRNewswire/ -- Chindex International, Inc. ("Chindex" or the "Company") (CHDX) announced today that the independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis"), have both recommended that Chindex shareholders vote FOR the proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated as of April 18, 2014, as amended as of August 6, 2014, by and among the Company, Healthy Harmony Holdings, L.P., and Healthy Harmony Acquisition, Inc. (the "Merger Agreement").

Required antitrust approval has been obtained

BETHESDA, Md., August 15, 2014 /PRNewswire/ -- Chindex International, Inc. (NASDAQ: CHDX) ("Chindex" or the "Company"), today reminded stockholders that the close of business on August 19, 2014 has been established as the record date for voting at the September 16, 2014 special meeting of stockholders. The special meeting is being held at 10:30 a.m. Eastern time on September 16, 2014 to consider a proposal to adopt the merger agreement by and among the Company, Healthy Harmony Holdings, L.P. and Healthy Harmony Acquisition, Inc. (the "Merger Agreement").

As detailed in the proxy statement filed with the Securities and Exchange Commission on August 7, 2014, the China antitrust authority approval required for the merger was obtained on August 4, 2014. The merger is not subject to a financing condition.

Second Quarter 2014 Financial Results

• Revenue from healthcare services increased 21% to $55.5 million from $46.0 million in the prior year period.
• Net loss for the quarter ended June 30, 2014 was $693,000, or $(0.04) per diluted share, compared to net loss of $122,000, or $(0.01) per diluted share, in the prior year period.

Roberta Lipson, President and CEO of Chindex, commented, "The second quarter was characterized by continued expansion of our network of hospitals and clinics, and broadening of our scope of services. The United Family Healthcare Financial Street Clinic opened in May 2014, representing our first facility in westernBeijing. Along with our Haidian hospital, which is currently under construction, this is part of our focused effort to reach more patients in Beijing's finance and technology centers."

"Our results this quarter reflect substantial development expenses from these expansion activities as well as expenses related to our pending merger. We are continuing our efforts to strategically expand our network and service scope to bring international-standard, premium healthcare services to more people in China," concluded Ms. Lipson.

Item 1.01     Entry into a Material Definitive Agreement.

On August 6, 2014, Chindex International, Inc., a Delaware corporation (the “Company”), entered into Amendment No. 1 (“Amendment No. 1”) of the Amended and Restated Agreement and Plan of Merger, dated as of April 18, 2014 (the “Amended and Restated Merger Agreement”; and, as amended by Amendment No. 1, the “Merger Agreement”), by and among the Company, Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Merger Parent”), and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Merger Parent. Pursuant to the Merger Agreement, Merger Parent has agreed to acquire the Company, by means of a merger (the “Merger”), at a price of $24.00 per share (the “Merger Consideration”) of the Company’s common stock (“Common Stock”) and Class B common stock (“Class B Common Stock” and, together with the Common Stock, “Company Stock”) and on the other terms and subject to the conditions set forth in the Merger Agreement.

Amendment No. 1 updated the composition of the shares of Company Stock being rolled over in the Merger by Ms. Roberta Lipson and certain trusts related to Ms. Lipson (together, the “RL Rollover Investors”), in order to conform to the Amended and Restated Support Agreement, dated as of August 6, 2014 (the “Support Agreement”), by and among Merger Parent, TPG Asia VI, L.P., Fosun Industrial Co., Limited, the RL Rollover Investors, Elyse Silverberg and Lawrence Pemble. The Support Agreement amended and restated the support agreement previously entered into by the parties to the Support Agreement in order to re-allocate the shares the RL Rollover Investors are rolling over in the Merger such that 100% of their shares of Class B Common Stock will be rolled over, with a corresponding decrease in the number of shares of Common Stock to be rolled over. Amendment No. 1 did not amend any of the terms and conditions of the Amended and Restated Merger Agreement applicable to the Company’s unaffiliated stockholders (including the Merger Consideration).

First Quarter 2014 Financial Results

• Revenue from healthcare services increased 20% to $49.9 million from $41.6 million in the prior year per
• Net loss was $3.5 million, or $(0.20) per diluted share, compared to net loss of $62,000, or $0.00 per diluted share, in the prior year period.

Roberta Lipson, President and CEO of Chindex, commented, "The first quarter 2014 was characterized by continued growth in our traditionally strong primary care services: pediatrics, obstetrics and gynecology, and family and internal medicine. We also saw increasing contributions from our newer surgical services. At the same time we are moving forward with expansion both in current and new markets. We recently announced our new Financial Street Clinic to open later this year in Beijing and our new joint venture agreement with the Guangdong TCM Hospital to build Guangzhou United Family Hospital, which is projected to open in 2016. Our results this period reflect heavy development expenses from these expansion activities as well as significant transaction expenses related to our pending merger."

BEIJING and BETHESDA, Md., April 21, 2014 /PRNewswire/ -- Chindex International, Inc. (NASDAQ: CHDX) ("Chindex" or the "Company"), an American healthcare company providing services in China through the operations of United Family Healthcare, a network of private primary care hospitals and affiliated ambulatory clinics, announced that it has entered into an amended and restated merger agreement (the "Amended Agreement") relating to the merger (the "Merger") among the Company, the existing buyer consortium (the "Buyer Consortium") comprised of an affiliate of TPG (together with its affiliates, "TPG"), Fosun Industrial Co., Limited ("Fosun"), which is an affiliate of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. ("Fosun Pharma"), and Ms. Roberta Lipson, the CEO of the Company, and a merger subsidiary of the Buyer Consortium providing for an increase in the merger consideration from $19.50 per share in cash to $24.00 per share in cash.

Among other changes under the Amended Agreement and related agreements, the approval by the stockholders of Fosun Pharma will not be a condition to effect the Merger. Fosun will roll over its equity and Fosun Pharma will seek approval of its stockholders for Fosun's cash contribution to the Buyer Consortium, but in the absence of such stockholder approval the Buyer Consortium will remain funded for the Merger by TPG.

Kenneth A. Nilsson, the Chairman of the Board and the Chairman of the Transaction Committee of Chindex, said, "The disciplined and independent process followed by the Transaction Committee and its advisors has borne fruit in achieving optimal results for our unaffiliated stockholders. We are delighted to see that the preservation of a level playing field for interested parties generated a bidding process that maximized the outcome for our unaffiliated stockholders, including a significant reduction of conditionality to the Merger."

Following the unanimous recommendation of the Transaction Committee of independent and disinterested directors established by the Company's Board of Directors (the "Board"), the Board unanimously approved the Amended Agreement.  In making its recommendation, the Transaction Committee considered a number of factors and consulted with its independent financial advisor and outside legal counsel.  The Transaction Committee and the Board determined that the Amended Agreement is more favorable to the unaffiliated stockholders of the Company from a financial point of view than the previously announced offer for $23.00 per share submitted by a financial bidder, which declined to bid further. 

The consummation of the Merger is subject to certain conditions, including, among others, the adoption of the Amended Agreement by Chindex stockholders, the adoption of the Amended Agreement by a majority of Chindex disinterested stockholders, the regulatory approval under Chinese antitrust laws, and other customary closing conditions. A special meeting of the Company's stockholders will be held following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission and subsequent mailing of the proxy statement to stockholders.

The Merger will be financed through cash contributed by TPG, a combination of cash and equity contributed by Fosun (in the case of cash contribution by Fosun, subject to the approval of Fosun Pharma's stockholders, absent which TPG will fund all required cash) and equity contributed by Ms. Roberta Lipson. The Merger is not subject to a financing condition. Assuming the satisfaction of conditions specified in the Amended Agreement, the Company expects the Merger to close in the second half of 2014.

Morgan Stanley & Co. LLC is serving as financial advisor, Hughes Hubbard & Reed LLP is serving as lead legal advisor, and Potter Anderson & Corroon LLP is serving as Delaware counsel to the Transaction Committee in connection with the transaction. Goldman, Sachs & Co. is serving as financial advisor, Cleary Gottlieb Steen & Hamilton LLP is serving as lead legal advisor, and Fangda Partners is serving as PRC counsel to TPG. Baker & McKenzie LLP is serving as Fosun's legal advisor. Skadden, Arps, Slate, Meagher & Flom LLP is serving as lead legal advisor to Ms. Lipson and certain other senior management.

Item 1.01 Entry into a Material Definitive Agreement.

On April 18, 2014, Chindex International, Inc., a Delaware corporation (the “Company”), entered into the Amended and Restated Agreement and Plan of Merger , dated such date (the “Amended Merger Agreement”), by and among the Company, Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Merger Parent”), and Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Merger Parent (“Merger Sub”), providing for the acquisition of the Company by a buyer consortium comprised of an affiliate of TPG Asia VI, L.P., a Cayman Islands limited partnership (“TPG”), Fosun Industrial Co., Limited, a corporation organized under the laws of Hong Kong (“Fosun”), which is an affiliate of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun Pharma”), and Ms. Roberta Lipson, the Chief Executive Officer of the Company. Under the terms of the Amended Merger Agreement, Merger Sub will be merged (the “Merger”) with and into the Company, as a result of which the Company will continue as the surviving corporation and a wholly-owned subsidiary of Merger Parent.

The Amended Merger Agreement, which has been unanimously approved by the Company’s Board of Directors (the “Board”) upon the recommendation of the Board’s Transaction Committee comprised of independent and disinterested directors (the “Transaction Committee”), amends and restates in its entirety the Agreement and Plan of Merger, dated as of February 17, 2014, by and among the Company, Merger Parent and Merger Sub (the “Original Merger Agreement”), pursuant to which Merger Parent had agreed to acquire the Company by means of a merger (the “Original Merger”) on the terms and subject to the conditions set forth in the Original Merger Agreement.

Under the terms of the Amended Merger Agreement, among other changes, (i) the Merger Consideration (as defined in the Amended Merger Agreement) was increased to $24.00 per share in cash from the merger consideration of $19.50 per share in cash under the Original Merger Agreement; and (ii) although (as contemplated in the Original Merger) Fosun will roll over its equity in the Company and Fosun Pharma will seek approval of its stockholders for Fosun’s cash contribution to Merger Parent, pursuant to the Amended Merger Agreement such approval is not a condition to effect the Merger and, in the absence of such approval, Merger Parent will be fully funded for the Merger by TPG.

Under the terms of the Amended Merger Agreement, at the effective time of the Merger each outstanding share of the Company’s common stock, other than shares owned by Merger Parent, Merger Sub and any other subsidiary of Merger Parent, including shares contributed to Merger Parent by rollover stockholders (including Fosun, Ms. Lipson and her affiliated trusts) and any additional rollover stockholders, shares held in the Company’s treasury or owned by any subsidiary of the Company and shares owned by any stockholders who properly exercise appraisal rights under Delaware law, will be cancelled and converted into the right to receive the Merger Consideration of $24.00 per share in cash without interest. As under the Original Merger Agreement, (i) each option to purchase the Company’s common stock that is outstanding as of the effective time of the Merger (other than certain options that will be converted into options to acquire Merger Parent’s equity) will be cancelled in exchange for the right to receive the excess (if any) of the Merger Consideration per share over the exercise price of such option, less applicable taxes required to be withheld and (ii) restricted stock and restricted stock units that are not vested immediately prior to the effective time of the Merger will be fully vested and free of any forfeiture restrictions immediately prior to the effective time, whereupon the shares represented thereby (net of any shares withheld to cover applicable withholding and excise taxes) will be converted in the Merger into the right to receive in cash the Merger Consideration per share. The transaction will result in the Company becoming a private company.

BEIJING and BETHESDA, Md., April 14, 2014 /PRNewswire/ -- Chindex International, Inc. (NASDAQ: CHDX) ("Chindex" or the "Company"), an American healthcare company providing services in China through the operations of United Family Healthcare, a network of private primary care hospitals and affiliated ambulatory clinics, today announced the receipt of an offer from a financial bidder to acquire all of the outstanding shares of Chindex common stock for $23 per share in cash.

The Company further announced that the committee of independent and disinterested directors (the "Transaction Committee") established by the Company's Board of Directors (the "Board") has determined that the bidder's offer constitutes a Superior Proposal, as defined in the previously announced merger agreement (the "Merger Agreement") between the Company and a buyer consortium (the "Buyer Consortium") comprised of an affiliate of TPG, an affiliate of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., and Ms. Roberta Lipson, the CEO of the Company, pursuant to which the Buyer Consortium agreed to acquire all of the outstanding shares of Chindex common stock for $19.50 per share in cash.  In making its determination that the bidder's offer constitutes a Superior Proposal, the Transaction Committee consulted with its independent financial advisor and outside legal counsel. 

The definitive terms and conditions of a merger agreement detailing the offer have been fully negotiated, and the merger agreement is subject only to execution by the Company. The offer is not subject to a financing condition or any condition that any existing stockholders of the Company participate in the merger by rolling over equity and/or entering into a voting agreement. 

Chindex provided notice to the Buyer Consortium on April 14, 2014 of the Transaction Committee's determination that the offer from the bidder constitutes a Superior Proposal.

The Merger Agreement sets forth requirements, limitations and timing provisions with respect to the Transaction Committee's process with respect to the Superior Proposal. Among other things, the Buyer Consortium has the right under the Merger Agreement to propose modifications to the terms of the Merger Agreement and related agreements prior to the expiration of a three business day notice period. The Transaction Committee has not changed its recommendation that the Company's stockholders vote to approve the Company's pending merger with an entity owned by the Buyer Consortium pursuant to the Merger Agreement. 

Morgan Stanley & Co. LLC is serving as financial advisor and Hughes Hubbard & Reed LLP is serving as lead legal advisor to the Transaction Committee.

Fourth Quarter 2013 Financial Results

• Revenue from healthcare services increased 12% to $48.8 million from $43.5 million in the prior year period.
• Net loss was $2.1 million, or $(0.12) per diluted share, compared to net income of $3.5 million, or $0.20 per diluted share, in the prior year period.

Roberta Lipson, President and CEO of Chindex, commented, "We are proud of our operational and financial achievements for the fourth quarter and full year of 2013. We grew across key financial and operating metrics, despite regulatory factors that carried over from the previous quarter. The delayed openings at our Beijing Rehabilitation Hospital and Shanghai Quankou Clinic have shifted their respective timelines for significant revenue generation to 2014. We also continued to assist new physicians at our Shanghai United Family Hospital develop their patient base. However, overall we finished the year with an expanded network, more comprehensive services, a more expansive team of specialized medical professionals, and a stronger platform for growth."

"The past few months mark the beginning of another exciting period for Chindex. On top of steady operational execution, we announced a strategic merger agreement to take our Company to a new phase. We are excited about the opportunities this major initiative can offer Chindex and the UFH network," concluded Lipson.

BEIJING and BETHESDA, Md., February 17, 2014 /PRNewswire/ -- Chindex International, Inc. (NASDAQ: CHDX) ("Chindex" or the "Company"), an American healthcare company providing services in China through the operations of United Family Healthcare, a network of private primary care hospitals and affiliated ambulatory clinics, today announced that it has entered into a definitive merger agreement with a buyer consortium (the "Buyer Consortium") of an affiliate of TPG (together with its affiliates, "TPG"), an affiliate of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. ("Fosun"), and Ms. Roberta Lipson, the CEO of the Company, in a transaction having an implied equity value of approximately $369 million.

Under the terms of the merger agreement, which has been approved by the Company's Board upon the recommendation of the Board's Transaction Committee of independent and disinterested directors, the Buyer Consortium will acquire all of the outstanding shares of Chindex's common stock for $19.50 per share in cash. This price represents an implied premium of approximately 14% over the current market price, 17% over the volume weighted average trading price for the last 30 days, and 86% over the closing share price since the formation of the Transaction Committee on December 26, 2012. The transaction will result in Chindex becoming a private company.

Kenneth A. Nilsson, the Chairman of the Board and the Chairman of the Transaction Committee of Chindex, said, "The Transaction Committee and its advisors conducted disciplined, independent and extended negotiations with the Buyer Consortium to ensure the best outcome for our unaffiliated stockholders. This is an opportunity for our unaffiliated stockholders to recognize a substantial return on their investment in Chindex despite the low liquidity of our shares in the equity market. Chindex has encountered limitations on its ability to unlock projected value without substantial capital expenditures and funding currently unavailable to the Company."

Roberta Lipson, a founder and the CEO of Chindex, who will remain as CEO and roll over substantially all of her equity in the transaction, said, "Bringing in the expertise of TPG and Fosun will be a win for our existing business, our expansion plans and the patients and communities we serve and hope to serve. Over the last 15 years, Chindex has built its United Family Healthcare network into a premium brand, but we believe that new partners and committed financing are needed to achieve the next phases of these plans, including new facilities in our current service locations as well as significant geographic expansion. Together with Fosun and TPG, we will be able to continue developing our capabilities to offer comprehensive healthcare services of the highest quality across the entire life cycle of our patients."

Under the terms of the agreement, there is a so-called "go-shop" period, during which the Company and its advisors are permitted to actively solicit and consider alternative proposals from third parties through April 3, 2014, plus a potential 15-day extension, and the Company management and Fosun are permitted to enter discussions with parties that make alternative proposals during that period.

Third Quarter 2013 Financial Results

• Revenue from healthcare services increased 16% to $43.1 million from $37.3 million in the prior year period.
• Net loss was $3.8 million, or $(0.23) per diluted share, compared to net loss of $664,000, or $(0.04) per diluted share, in the prior year period.

Roberta Lipson, President and CEO of Chindex, commented, "Chindex's third quarter revenue growth, although lower than original expectations, has in fact resulted in the Company's highest revenue third quarter performance to date. We believe this is reflective of continued healthy market demand for our services and the growing recognition of our expanding UFH network. Our performance this year has been impacted by delayed openings at our Beijing Rehabilitation Hospital, Shanghai Quankou clinic and Beijing Shunyi clinic expansions, limiting our ability to accelerate growth at these three important projects. Additionally, the city of Shanghai experienced record heat in the summer months reducing patient volumes as well as higher-than-average physician personnel transitions that affected our ability to optimize performance in the third quarter. These challenges in Shanghai have since abated and we are positioned to resume higher levels of growth in the fourth quarter. Although the ramps of our new facilities are tracking our expectations, the delayed openings are expected to impact our growth through the end of the year, as our revenue ramp is on a delayed timeline. Consequently, we now expect full year revenue growth to be in the high teens to low-twenties range and Adjusted EBITDA growth to be between five to ten percent over last year."

"The Chinese government has recently made unprecedented pronouncements on the key role of private healthcare in the continued healthcare reform process, reiterating the expectation that 20% of care will come from the private sector by 2015, and that by 2020 the healthcare market will be an RMB 8 trillion (USD$1.3 trillion) industry. Chindex is best positioned as the earliest and largest private premium healthcare provider in China to capture this tremendous opportunity. Chindex's United Family Healthcare system is dedicated to provide both the Chinese and expatriate communities in China with premium healthcare services, and we intend to deliver this commitment across an expanding network of geographic locations and service lines."

"We are particularly excited about our newly launched services and upcoming development projects which are designed to serveChina's rapidly growing healthcare industry. In Beijing, our surgical and oncology services are furthering our leadership in the field of acute and chronic care, and our state-of-the-art hospital and clinic network will continue to expand its primary care services by opening new clinic locations in two additional business and residential areas. In addition, we have recently initiated our planned expansion into the affluent Haidian district in west Beijing, with plans to develop a new hospital and an ambulatory clinic. Outside ofBeijing, we continue to develop our new United Family hospital in Guangzhou, and have recently initiated development of another comprehensive care hospital in the affluent port city of Qingdao in Shandong Province. We continue to evaluate opportunities in other second-tier cities for future United Family hospitals. We remain highly encouraged with our growth opportunities in the years ahead driven by the rise in China's affluent population and from the government's strengthened support for private capital investment in the healthcare services sector."

Second Quarter 2013 Financial Results

• Revenue from healthcare services increased 18% to $46.0 million from $39.1 million in the prior year period.
• Adjusted EBITDA was $7.3 million, compared to $7.7 million in the prior year period.
• Development, pre-opening and start-up expense was $3.0 million, compared to $2.5 million in the prior year period.
• Income from operations decreased 44% to $1.9 million from $3.4 million in the prior year period.
• Net loss was $122,000, or $0.01 per diluted share, compared to net income of $1.8 million, or $0.11 per diluted share, in the prior year period.

Roberta Lipson, President and CEO of Chindex, commented, "Second quarter financial performance reflects continued revenue growth driven by steady inpatient and outpatient demand across our growing healthcare network. Since June, we have opened two new facilities in our two largest metropolitan markets - the Beijing United Family Rehabilitation Hospital and United Family Quankou Clinic in Shanghai. The opening of these two facilities was a major endeavor and our operating results for the quarter reflect our investments in personnel and infrastructure to support our expanding UFH network. We are now experiencing increased revenue contribution associated with greater inpatient traffic levels as well as from our new, highly specialized services, which will benefit our performance in the second half of the year and beyond."

"Our main focus in the remainder of 2013 will be the ongoing execution of our expansion and ramp-up of both our new facilities and specialized service lines. China's healthcare sector is heavily regulated by the government. In recent years, we have consistently met our growth and expansion targets and established first-mover advantages in multiple healthcare service areas. These accomplishments prove our ability to navigate China's complex regulatory environment and demonstrate our unique ability to capitalize on favorable domestic policies for premium private healthcare services in China. The progress of our facility and overall resource expansion we have made year to date provides a solid foundation to accelerate revenue and profitability growth in the second half of the year. We reiterate comfort with our ability to deliver revenue growth at a rate of mid to high-twenties and adjusted EBITDA growth in the mid to high teens for the full year of 2013."

First Quarter 2013 Financial Highlights

• Revenue from healthcare services increased 28% to $41.6 million from $32.5 million in the prior year period.
• Adjusted EBITDA rose by 36% to $7.4 million from $5.5 million in the prior year period.
• Net loss was $62,000, or $0.00 per diluted share, compared to net loss of $531,000, or $(0.03) per diluted share, in the prior year period.

Roberta Lipson, President and CEO of Chindex, commented, "I'm pleased to have started 2013 with strong top-line, operating income and adjusted EBITDA growth in the first quarter. Results were primarily driven by increased patient traffic at UFH's expanded network. Our oncology, cardio and neurosurgery surgical units, while still in their early stages of development, are drawing healthy levels of patients and improving profitability as operations more than tripled to $2.6 million, and adjusted EBITDA rose by 36% to $7.4 million, representing 18% income from adjusted EBITDA margin. We continue to experience growing patient demand for healthcare services both among Chinese nationals and expatriates reinforcing our expansion plans to meet the underserved demand for premium private healthcare services in China."

"During the first quarter, we continued to move forward with our ramp up of new facilities and service lines. The Beijing United Family Rehabilitation Hospital has secured the required regulatory approvals, has staff and equipment in place, and is scheduled to open for Phase I operations in June 2013. Our new facilities and services in Beijing are all ramping up quickly and we are working on future expansion in both areas. In Shanghai, we are working on a new facility in Puxi and evaluating a potential new hospital site as well. Encouraged by the positive response to our newly launched Home Healthcare service in Beijing, we have launched this service in Tianjin at the end of the first quarter and plan to expand the program to Shanghai later this year."

"We believe Chindex can continue growing at a rapid pace for the remainder of this year. Our strategic priorities will focus on the continued growth of existing facilities, ramping up new facilities and services lines, and expanding across geographies and service offerings. While these efforts may take some time to drive high consolidated growth rates, we reiterate comfort with our full year revenue percentage growth rates in the mid-high twenties and adjusted EBITDA growth in the mid-high teens."

Second Quarter 2012 Financial Highlights

• Revenue from healthcare services increased 33% to $39.1 million from $29.5 million in the prior year period. 
• Adjusted EBITDA rose by 33% to $7.7 million, from Adjusted EBITDA of $5.8 million in the prior year period. 
• Income from operations was $3.4 million, unchanged from the prior year period. 
• Net income was $1.8 million, or $0.11 per diluted share, compared to net income of $2.9 million, or $0.17per diluted share, in the prior year period. 
• Development, pre-opening and start-up expense was $2.5 million compared to $1.2 million in the prior year period. 

Roberta Lipson, President and CEO of Chindex, commented, "We are pleased that we recorded outstanding top-line results for the second quarter as revenue grew 33% year-over-year to nearly$40 million. Contributions came mainly from our existing and newly expanded facilities and our ongoing geographic expansion. Adjusted EBITDA in the quarter reached $7.7 million, representing a 20% margin. Both revenue and adjusted EBITDA exceeded the Company's previously-announced guidance. As expected, our GAAP bottom-line was again impacted by significant development expenses, which for the second quarter amounted to $2.5 million, plus a provision for income tax of $1.7 million, as we continue to expand and ramp up operations inBeijing and Tianjin."

"During the quarter we increased the number of available beds at Beijing United Family Hospital's main campus to 70 from 41 in the previous quarter. With much of the new state-of-the-art equipment installed and our new operating rooms, we are confident of increasing patient flow at our home base in Beijing. Also encouragingly, our capacity and service offerings of UFH facilities in Tianjin and Shanghai continued to experience strong growth and show great development potential."

Revised Guidance

"Looking forward to the remainder of the year, we believe Chindex will continue benefitting from favorable policies, growing market demand, and revenue acceleration from our expanded facilities and services," Ms. Lipson continued. "For the full year of 2012, we expect revenue to grow at a percentage rate in the high-twenties to low-thirties, compared to the previous guidance in the mid-twenties. This revised guidance reflects the strong momentum built up over the first half of 2012 and our positive outlook for the remainder of the year based on continuing strong demand at our existing facilities and increasing contributions from our new facilities and expanded service offerings. We expect adjusted EBITDA margin for the full year to continue at an upper-teen percentage, compared to previous guidance of a mid-teen rate."

First Quarter 2012 Financial Highlights

• Revenue from healthcare services increased 34% to $32.5 million from $24.2 million in the prior year period.
• Adjusted EBITDA rose to $5.5 million, compared to Adjusted EBITDA of $2.0 million in the prior year period.
• Income from operations was $625,000 compared to a loss from operations of $293,000 in the prior year period, primarily due to continuing growth in existing service lines.
• Net loss was $531,000, or $0.03 per diluted share, compared to a net loss of $1.2 million, or $0.08 per diluted share, in the prior year period.
• Development, pre-opening and start-up expense was $3.2 million compared to $798,000 in the prior year period.

Roberta Lipson, President and CEO of Chindex, commented, "I am pleased that we started 2012 with outstanding top-line results for the first quarter as revenue grew 34% year-over-year to$32.5 million. This performance was mainly attributable to increased traffic at our facilities inBeijing and Shanghai, as well as early contribution from our expansion projects. Adjusted EBITDA more than doubled in the quarter to $5.5 million, representing a 17% margin well in-line with our target profitability levels and a healthy profit margin for a hospital services company in an expansion phase."

"We believe Adjusted EBITDA metrics continue to be the most important quantitative measure for our operational performance in the context of our ongoing expansion activities and the ramp-up of new facilities. During this quarter, our GAAP bottom-line was impacted by two notable items. First, as expected, we incurred significant development expenses for our expansion projects inBeijing and Tianjin. In particular, lease and development expenses related to the initiation of construction of the Beijing Rehab project were substantial. Yet we are already starting to see returns from such investments in growth at the already operational new facilities. Our newly opened hospital in Tianjin, for example, is now fully staffed and has begun to contribute revenues in addition to the excellent revenue growth we are seeing at our newly expanded Beijing facility. The second major factor impacting our bottom line was the requirement to recognize a provision for income tax of $1.3 million during the period. This figure was primarily generated by development and start-up entities that cannot recognize tax benefits on losses generated during their ramp-up stage of development."

"Looking forward to the remainder of the year, we believe Chindex will benefit from favorable government policies, growing market demand, as well as revenue acceleration from our recently expanded facilities and services," Ms. Lipson continued. "As we have been building up our United Family Healthcare brand and strengthening our market positioning, we have witnessed strong growth from our local Chinese patient base, indicating success at diversification of our traditional patient base, which had been mainly comprised of expatriate patients. This reinforces our belief in the great potential of our expanding hospital network to serve more consumers in China's increasingly affluent metropolitan cities. Also encouragingly, new government policies allow Chinese physicians who are based at university hospitals to now also provide services at private hospitals without having to give up their academic positions. This significantly widens UFH's available talent pool of high-quality physicians and surgeons."

Over the past three years, there have been continuing and significant disruptions in the world financial markets including those in China. We have not experienced significant negative impacts to operating activities as a result of these events. We have taken steps to ensure the security of our cash and investment holdings through deposits with highly liquid, global banking institutions. Our daily operations generate significant operating cash flows and have not been dependent upon credit availability. Our patient base in our current facilities are by and large considered to be in the wealthiest segment of society, for whom healthcare spending represents a very small percentage of their income and therefore is expected to be less impacted by an economic slowdown and to the extent their assets are affected, this will likely not impact their decision making on healthcare purchases. Our current expansion projects as described above are expected to be funded with existing cash and credit facilities as described above, provided that there can be no assurances that such facilities will be available or sufficient, that the preconditions to disbursements under the facilities will be satisfied or that, in any event, disbursements under the IFC Facility will be achieved.

Over the next twelve months we anticipate total capital expenditures of up to $40 million related to the maintenance and expansion of our business operations. The Beijing and Shanghai operating hospital and clinic facilities, we plan maintenance and organic growth expenditures of up to $4 million for each facility. United Family Healthcare network development plans include up to $2 million in expenditures primarily related to network IT investment. Expansion projects are expected to account for up to $30 million in expenditures. Specifically, we anticipate final payments related to the expansion of the Beijing hospital main campus and New Hope clinic to be approximately $9 million; final payments related to the opening of the Tianjin hospital to be approximately $5 million; we plan for expenditures of approximately $16 million for the Beijing Rehabilitation project. We intend to fund these expenditures through corporate capital reserves and cash flow from operations. Registered foreign debt is expected to be secured by each operating foreign invested joint venture upon obtaining required governmental and credit approvals.

In addition, as described above, we had entered into the IFC facility, which is currently not available, for the purpose of funding the expansion of our United Family healthcare network. The expansion projects in the Beijing, Shanghai, Tianjin and Guangzhou markets are underway in various states of progress. In particular, due to the timing of the development process for the planned joint venture hospital in Guangzhou, significant expenditures for that project are not expected until 2013 and beyond.

Based on the foregoing, we believe that our existing capital resources are sufficient to fund our working capital and capital expenditure requirements for the next 12 months, although there can be no assurances to this effect. We will require financing arrangements to meet our capital expenditures beyond this period.

Fourth Quarter 2011 Financial Highlights

• Revenue from healthcare services increased 22% to $31.9 million from $26.1 million in the prior year period.
• Adjusted EBITDA rose to $6.2 million, compared to Adjusted EBITDA of $4.3 million in the prior year period.
• Income from operations was $2.1 million compared to $2.8 million in the prior year period, primarily due to ramp up of new services and facilities.
• Net income was $1.2 million, or $0.07 per diluted share, compared to net income of $1.7 million, or $0.10per diluted share, in the prior year period.
• Development, pre-opening and start-up expense was $2.6 million compared to $675,000 in the prior year period.

Roberta Lipson, President and CEO of Chindex, commented, "We had a strong fourth quarter of 2011, with revenue growing 22% to $31.9 million year over year. Adjusted EBITDA increased 44% in the quarter to $6.2 million, representing a 19% adjusted EBITDA margin. For the full year of 2011, we are pleased to deliver 20% year over year growth during our first year as a pure play healthcare services company. This has been a year focused on expansion through strengthening traffic at our existing facilities and building out new facilities. Our revenue performance has begun to reflect contribution from our efforts, with growth rates rising in the second half of 2011 to the mid-teens and low-twenties."

"Looking forward to 2012, Chindex will remain dedicated to bringing our unique experience of premium, private healthcare to more consumers, across more service offerings and in more locations throughout China. We expect revenue growth to further accelerate to the mid-twenties, driven by strong demand in existing facilities as well as growing contribution from new facility openings, and adjusted EBITDA margin to remain stable in the mid-teens. Again, we stress that we believe our adjusted EBITDA performance is the best metric for judging our operational performance throughout this period of intensive hospital network expansion."

"Overall, the UFH network is well-positioned as a leading provider of premium healthcare services in Beijing,Shanghai, Tianjin and Guangzhou. These affluent metropolitan cities with rapid economic development, growing international populations and widening target patient bases offer significant room for expansion. Moreover, we believe our plans are well-timed with increasingly favorable policies and growing market demand to achieve increasing top-line growth and steady profitability."

"We would like to also help investors better understand contributions from our Chindex Medical Limited joint venture. Late in the fourth quarter, CML shipped a daVinci surgical robot system which could not be recognized as revenue in 2011 under CML's accounting policy for equipment sales. The associated revenue and gross margin will not be recognized until 2012 when the system is installed. As a result, contribution from CML during the fourth quarter was immaterial. Nevertheless, we are pleased with CML's first year of operations, which contributed significantly to our bottom line. In the coming year, we believe CML's progress in obtaining SFDA approval and initiating marketing activities for new imaging products for sale in the China market and expansion of its manufacturing base through strategic capital investments in its dental business will continue to drive growth. For the near term, however, we expect our contribution from CML to remain steady but moderate in growth."

BETHESDA, Md., December 28, 2011 /PRNewswire-Asia/ -- 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 the appointment of Lawrence Pemble as Chief Operating Officer (while retaining his position as Chief Financial Officer of the Company's joint venture, Chindex Medical Limited) and Robert C. Low as Chief Financial Officer (while retaining his positions as Chief Accounting Officer and Controller), effective January 1, 2012.

Mr. Pemble holds a B.S. in Business and Accounting from the University of Phoenix, a B.A. in Chinese Studies and Linguistics from the State University of New York at Albany and an MBA from the University of Michigan. Mr. Low is a Certified Public Accountant and holds a B.A. in Economics from the University of Pennsylvania and an MBA from the University of Houston.

The changes are part of the Company's increased focus on strategic execution and the optimization of management's experience and resources. Roberta Lipson, President and CEO of Chindex, commented, "We are excited to announce an expanded leadership role for Mr. Pemble, who has extensive expertise in on-the-ground operations and the Company's expansion in China, while Mr. Low moves up to lead our financial functions."

Third Quarter 2011 Results

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.

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."

For the Three Months Ended December 31, 2010:

• Revenue increased 7.7% to $50.0 million from $46.5 million in the prior year period.
• Revenue from Healthcare Services increased 21% to $26.1 million, from $21.6 million in the prior year period. 
• Net income for the quarter ended December 31, 2010 was $1.7 million, or $0.10 per diluted share, compared to net income of $3.9 million, or $0.24 per diluted share, in the prior year period.  

Roberta Lipson, President and CEO of Chindex, stated, "Our 21 percent year over year growth in healthcare services reflects ongoing demand for services across our network as well as validation of the UFH brand in newer locations such as Shanghaiand Guangzhou. Entering 2011 as a pure play healthcare services company, we are more focused than ever before on our expansion opportunities whether they be new geographic locations or rolling out new service offerings within the UFH network. We are excited about the formation of the Chindex Medical Limited joint venture with our partners at FosunPharma.  We believe Chindex Medical Limited is an exciting growth opportunity as the medical device markets in China continue to grow at a rapid pace."

Fiscal year 2011 second quarter:

• Revenue in the second quarter of fiscal 2011 increased 18.6% to $45.2 million from $38.1 million in the second quarter of fiscal 2010.

• Net income in the second quarter of fiscal 2011 was $3.2 million, or $0.20 per diluted share, compared to net income of $538,000, or $0.03 per diluted share, in the second quarter of fiscal 2010 vs. analyst estimates of $0.16.

"Our performance this quarter reflects ongoing demand for services across our network. Volumes in Shanghai and Guangzhou continue to validate that we are replicating the UFH brand in these newer locations. We are on-track to more than double our capacity in the Beijing hospital by calendar year-end, and we intend to start accepting patients into our New Hope cancer facility in the next several weeks."

"In the second quarter, we witnessed strong demand for our imaging products, despite systemic headwinds relating to temporary regulatory uncertainty, which we believe could be alleviated in the coming months. Strict attention to optimizing our purchase behavior helped drive profitability this quarter, in tandem with our revenue performance. We continue to take a long-term view that the medical device market in China is extremely compelling."