Prospect Medical Holdings Postpones Annual Stockholders' Meeting
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Prospect Medical Holdings, Inc. (AMEX: PZZ) ("Prospect”),
which manages the medical care of approximately 240,000 HMO enrollees
and operates four community hospitals in Southern California, today
announced that the Prospect annual meeting of stockholders scheduled to
be held on November 14, 2007 has been postponed.
Among the matters to be considered at Prospect's annual meeting is a
proposal to approve the issuance of Prospect common stock upon
conversion of the Series B Preferred Stock issued by Prospect as part of
Prospect's August 8, 2007 acquisition of Alta Healthcare System, Inc.
("Alta"). On August 10, 2007, Prospect filed a Form 8-K with the U.S.
Securities and Exchange Commission ("SEC") disclosing the completion of
this acquisition and indicating that, as permitted by SEC rules, certain
required historical financial statements and pro forma financial
information relating to Alta would subsequently be provided by Prospect
in an amendment to this Form 8-K ("Form 8-K/A"). The Form 8-K/A was due
to be filed with the SEC by October 24, 2007.
In the course of preparing this Form 8-K/A, Prospect has encountered
delays in evaluating and finalizing Alta’s
pre-acquisition financial statements. Management of Prospect and Alta
have therefore elected to postpone Prospect's annual meeting, pending
the completion of their review of those financial statements, as well as
reviews by Prospect's and Alta's respective independent auditors. The
potential impact on Alta's 2006 financial statements has not yet been
determined; however, a restatement of those 2006 financial statements
will be required. The primary areas being evaluated are net reductions
in third party reimbursement receivables relating to 1993 through 2006
and accounts payable reductions relating primarily to 2000 through 2004
transactions. While the cumulative net impact of finalizing these
matters is not yet determinable, it is expected that any decrease in Alta’s
2006 pre-tax income will be less than $5 million.
No restatement of any previously reported financial statements of
Prospect will be required, as no financial statements of Alta have, to
date, been consolidated with those of Prospect.
The rescheduled date of the annual meeting will be announced once
Prospect has determined when it will be able to complete its analysis
and evaluation of Alta's financial statements and file its Form 8-K/A.
ABOUT THE COMPANY
Prospect Medical Holdings manages the medical care of
individuals enrolled in HMO plans in Southern California. Prospect's
vertically-integrated medical services platform is comprised of
Independent Physician Associations ("IPAs”),
which contract with HMOs and health care professionals to provide a full
range of services to HMO enrollees, and community-based hospitals.
This press release contains forward-looking statements. Additional
written or oral forward-looking statements may be made by Prospect from
time to time, in filings with the Securities and Exchange Commission, or
otherwise. Statements contained herein that are not historical facts are
forward-looking statements. Investors are cautioned that forward-looking
statements, including the statements regarding anticipated or expected
results, and the future introduction of new products, involve risks and
uncertainties which may affect the Company's business and prospects,
including those outlined in Prospect's Form 10-K filed on December 28,
2006, its Form 10-Q filed on August 20, 2007, and those arising from
Prospect's acquisition of Alta, the debt incurred by Prospect in
connection with its acquisition of Alta, and any impact on Alta’s
historical financial statements that may result from completion of
Prospect's review and analysis of those financial statements. Any
forward-looking statements contained in this press release represent our
estimates only as of the date hereof, or as of such earlier dates as are
indicated, and should not be relied upon as representing our estimates
as of any subsequent date. While we may elect to update forward-looking
statements at some point in the future, we specifically disclaim any
obligation to do so, even if our estimates change.