Prospect Medical Holdings Provides Update on Filing of Form 10-K And Receives Notification From AMEX Regarding Temporary Common Stock Trading Suspension
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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 it was unable to file its Form 10-K for the fiscal year
ended September 30, 2007 within a 15-day extension period afforded by
Rule 12b-25 that ended on January 15, 2008. Prospect filed a Form 12b-25
with the Securities and Exchange Commission on December 28, 2007.
As previously announced, Prospect’s management
and the management of Alta Healthcare System, Inc. ("Alta”)
are working together with their respective independent auditors to
complete a review and restatement of Alta’s
pre-acquisition audited financial statements for the year ended December
31, 2006. In connection with that review and restatement, the Audit
Committee of Prospect’s Board of Directors has
retained independent counsel to assist and advise the Audit Committee.
The review and restatement process is not yet completed and, as a
consequence, Prospect has not yet been able to complete its consolidated
financial statements for its fiscal year ended September 30, 2007. As a
result, Prospect was unable to file its Form 10-K annual report by
either December 31, 2007 or the January 15, 2008 due date provided by
the 15-day extension period. The Company expects to file its fiscal 2007
Form 10-K by February 29, 2008. While the cumulative net impact of
finalizing the Alta review is not yet determinable, Prospect continues
to expect that any decrease in Alta’s 2006
pre-tax income will be less than $5 million.
As a result of its inability to file its fiscal 2007 Form 10-K by today’s
deadline or provide investors with financial information for the 2007
fiscal year beyond what has been previously disclosed, The American
Stock Exchange has notified Prospect that, beginning on January 16,
2008, trading in the Company’s common stock
will be halted until either the Form 10-K is filed or additional
financial information is supplied.
Dr. Jack Terner, Chairman and Chief Executive Officer of Prospect,
commented, "We are in the final stages of the
restatement and review process, and expect to file our Form 10-K by the
end of February. We remain confident that Prospect’s
new, vertically-integrated operating paradigm, in combination with
ongoing investments in our core IPA business, has positioned us to
capitalize on the significant opportunities in our industry and generate
long-term value for our shareholders.” 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 four community-based hospitals.
Prospect’s physician network is comprised of
more than 9,000 specialist and primary care physicians, and the Company
contracts with most major HMOs in southern California.
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.