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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2010

Commission File Number 1-32203

PROSPECT MEDICAL HOLDINGS, INC.

Delaware(State or other jurisdiction
of incorporation or organization)

33-0564370(IRS Employer Identification No.)10780 Santa Monica Blvd., Suite 400
Los Angeles, California(Address of principal executive offices)

90025(Zip Code)


(310) 943-4500(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share

Securities
registered pursuant to Section 12(g) of the Act: None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. o Yes    ý No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. o Yes    ý No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. ý Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). o Yes    o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o Yes    ý No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company ý


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). o Yes    ý No

The aggregate market value of common stock held by non-affiliates of the registrant as of March 31, 2010 (the last business day of our most
recently completed second fiscal quarter) was approximately $66,812,323 based upon the closing price for shares of our common stock as reported by NASDAQ (the exchange upon which our common stock was
traded at the time) on such date.

As
of December 17, 2010, 100 shares of the registrant's common stock were outstanding, all of which were owned by Ivy Intermediate Holding, Inc. There is no public trading market
for the registrant's common stock.



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Table of Contents
Form 10-K



PART IItem 1.

Business

4Item 1A.

Risk Factors

39Item 1B.

Unresolved Staff Comments

63Item 2.

Properties

64Item 3.

Legal Proceedings

66Item 4.

Removed and Reserved

66PART IIItem 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

67Item 6.

Selected Financial Data

67Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

68Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

99Item 8.

Financial Statements and Supplementary Data

99Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

99Item 9A.

Controls and Procedures

99Item 9B.

Other Information

101PART IIIItem 10.

Directors, Executive Officers, and Corporate Governance

102Item 11.

Executive Compensation

105Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

109Item 13.

Certain Relationships and Related Transactions, and Director Independence

110Item 14.

Principal Accountant Fees and Services

112PART IVItem 15.

Exhibits and Financial Statement Schedules

113Signatures

122


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K constitute "forward-looking statements" (rather than
historical facts) as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission (the"SEC") in its rules, regulations and releases, including
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this Annual Report, including under the
captions "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," other than statements of historical fact, are forward-looking
statements for purposes of these provisions, including statements of our current views with respect to our business strategy, business plan, our future financial results, and other future events. In
some cases, forward-looking statements can be identified by the use of terminology such as "may," "will," "expects," "plans," "anticipates," "estimates," "potential" or "could" or the negative thereof
or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations
or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements.

All
forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause actual results to differ materially from those
indicated in these statements. We believe that these factors include, but are not limited to, those factors set forth in this Annual Report under the captions "Business," "Risk Factors," and
"Management's Discussion and Analysis of Financial Condition and Results of Operations," all of which you should review carefully. If one or more of these or other risks or uncertainties materialize,
or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we anticipate. Please consider our forward-looking statements in light of those risks as you read
this Annual Report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

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PART I

Item 1.    Business.

Overview

We provide quality, coordinated healthcare and physician services in Southern California. We own and operate five hospitals, with a
total of approximately 759 licensed
beds, and currently maintain approximately 746 on-staff physicians, including specialists who cover approximately 35 medical and surgical specialties. Our hospitals are located in high
density population areas within Los Angeles County and maintain leading market positions in the areas they serve. We also manage the provision of physician services through ten Medical Groups that
consist of physician networks with approximately 8,300 primary care and specialty physicians. Our Medical Groups provide physician services to approximately 177,000 enrollees. Based on our enrollment,
our combined Medical Groups represent one of the largest in Southern California and has contracts with nearly all the major (non-Kaiser) HMOs operating in the region. We believe the
coordination of our hospitals and Medical Groups will create an efficient healthcare delivery system that positions us to drive growth and profitability.

We
operate both our hospitals and Medical Groups by applying highly disciplined, data-driven management to the provision of quality care. Through this in-depth
and data-driven approach to analysis and application of various operational and financial metrics, we have been able to achieve a highly-efficient cost structure which enables us to adjust
our operations to provide services that generate higher margins and revenue growth. Our management's expertise in executing our operating model has enabled us to increase profitability across a
diverse mix of payors and the flexibility to adapt to economic and regulatory changes. Our operating model also allows us to be well-positioned for the future, as we believe that the most
cost-efficient providers will be the ones who benefit in this rapidly changing economic and regulatory environment.

We
have grown through a series of strategic acquisitions:



We
have improved our operating margin and profitability through the following actions:



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We
believe that our acquisitions and the successful implementation of our operating model by our management team have both strengthened our infrastructure and positioned us for continued
revenue growth and profitability.

Our
principal executive offices are located at 10780 Santa Monica Blvd., Suite 400, Los Angeles, CA 90025. Our telephone number is (310) 943-4500. Our web site
address iswww.prospectmedicalholdings.com. A copy of this filing is posted on our web site. However, our web site and the information contained on our
web site or connected to our web site are not incorporated by reference into this Annual Report on Form 10-K.

The
organizational structure of our business is set forth on the next page.

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ORGANIZATIONAL STRUCTURE OF OUR BUSINESS

GRAPHIC

History and Development of Our Business, Including Our December 2010 Merger

Our business effectively commenced in 1996, when we began to implement our growth strategy through a series of acquisitions and
affiliations. Between 1996 and 2005, PMG acquired fourteen physician organizations. These acquisitions provided us with a substantial concentration of HMO enrollees in our three Southern California
service areasNorth and Central Orange County, West Los Angeles and the Antelope Valley region of Los Angeles County. In 2007 we completed two major acquisitions, described below,
which resulted in the addition of HMO enrollees in San Bernardino County and in the establishment of our Hospital Services segment.

On
June 1, 2007, PMG completed the acquisition of the ProMed Entities, for consideration of $48,000,000, consisting of $41,040,000 of cash and 1,543,237 shares of PMH common
stock, valued at $6,960,000, or $4.51 per share. As a result of the ProMed Acquisition, PHCA became a wholly-owned subsidiary of PMH and PVMG and UMG became wholly-owned subsidiaries of PMG. At the
time of the acquisition, PVMG and UMG had approximately 80,000 HMO enrollees.

On
August 8, 2007, we acquired Alta, and we repaid approximately $41,500,000 of Alta's existing debt. Total merger consideration, exclusive of the Alta debt repaid, consisting of
approximately $103,000,000, was paid one-half ($51,300,000) in cash and one-half in stock (valued, for transaction purposes only, at $5.00 per share of our common stock). The
equity portion of the merger

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consideration
consisted of 1,887,136 shares of common stock and 1,672,880 shares of Series B Preferred Stock. The Series B Preferred Stock was non-convertible until such time
as the stockholders voted to approve its convertibility. Such approval was received at our annual meeting of stockholders held on August 13, 2008. As a result, each share of Series B
Preferred Stock automatically became convertible into five shares of common stock at a conversion price of $5.00 per share of common stock. Following such stockholder approval, the holders of all the
outstanding shares of Series B Preferred Stock elected to convert their preferred shares into common stock.

Also
on August 8, 2007, in connection with the closing of the Alta acquisition, Bank of America, N.A. (the "Lender") agented $155,000,000 of financing for us in the form of term
loans totaling $145,000,000 and a $10,000,000 revolving line of credit facility, $3,000,000 of which was drawn at closing. The term loans were used to refinance approximately $41,500,000 of existing
Alta debt, refinance approximately $48,000,000 of our existing debt that had previously been provided by the Lender in connection with our acquisition of ProMed, and pay the cash portion of the Alta
purchase price.

On
August 1, 2008, we completed the sale of all of the issued and outstanding stock of Sierra Medical Management, Inc., Sierra Primary Care Medical Group, Antelope Valley
Medical Associates, Inc. and Pegasus Medical Group, Inc., (the "AV Entities") for total pre-tax cash consideration of $8,000,000 and entered into a
non-competition agreement in the Antelope Valley region of Los Angeles County for the benefit of the buyer.

On
August 31, 2005, we initially acquired an approximately 33% ownership interest in Brotman. Although Brotman faced financial and operational challenges, we viewed the investment
as having a potential benefit to our Medical Group business. Following our initial investment, Brotman continued to incur substantial losses. In September 2007, following consultation with outside
advisors and our new management team, which was experienced in hospital management and turnarounds, Brotman determined that it would be in its best interest to file for bankruptcy protection, which it
did in October 2007. Concurrent with the filing, we entered into an amendment to our existing consulting services agreement with Brotman, which provided for an increased level of services and
responsibility by our new management team.

On
April 14, 2009, Brotman emerged from bankruptcy. Pursuant to the terms of the bankruptcy plan, we made additional investments in Brotman totaling $2,500,000, increasing our
ownership to approximately 72%. Effective November 15, 2010, Brotman completed a $3,750,000 rights offering, wherein we participated in the amount of approximately $3,065,000, increasing our
ownership to approximately 78%.

On
August 16, 2010, we entered into an Agreement and Plan of Merger (the "Ivy Merger Agreement") with Ivy Holdings Inc. ("Ivy Holdings") and Ivy Merger Sub Corp. ("Merger
Sub"), an indirect, wholly owned subsidiary of Ivy Holdings. On December 15, 2010, at a special meeting of our stockholders, the adoption of the Ivy Merger Agreement was approved by the
affirmative vote of a majority of our common stock outstanding as of the record date for the special meeting. In accordance with the Ivy Merger Agreement and the Delaware General Corporation Law,
Merger Sub subsequently merged with and into us on December 15, 2010 and we became an indirect, wholly-owned subsidiary of Ivy Holdings (the "Ivy Merger"). As a result of the Ivy Merger, our
common stock ceased trading on the NASDAQ Global Market and will be delisted.

Ivy
Holdings was formed by, and prior to the Ivy Merger was solely owned by, Green Equity Investors V, L.P., a Delaware limited partnership, and Green Equity Investors Side
V, L.P., a Delaware limited partnership (the "LGP Funds"). The LGP Funds are affiliates of Leonard Green & Partners, L.P., a private equity fund ("Leonard Green").

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Immediately
prior to the Ivy Merger, a group of our significant stockholders and management employees comprised of Samuel S. Lee (Chairman of the Board of Directors and Chief Executive
Officer), Mike Heather (Chief Financial Officer), David R. Topper (President of our Alta Hospital System, LLC subsidiary) and Dr. Jeereddi A. Prasad (a director and President of our
ProMed Health Services subsidiary), contributed to Ivy Holdings a total of 6,227,824 shares of our common stock in exchange for 529,365 shares of Ivy Holdings common stock. As a result,
Messrs. Lee, Topper and Heather and Dr. Prasad beneficially owned approximately 20.2%, 14.9%, 1.6% and 1.2%, respectively, of the outstanding common stock of Ivy Holdings immediately
following the effective time of the Ivy Merger (excluding any stock options that may be granted pursuant to a management equity incentive plan that Ivy Holdings may adopt following the completion of
the Ivy Merger).

Upon
completion of the Ivy Merger, each outstanding share of our common stock was converted into the right to receive $8.50 in cash per share, without interest and less any applicable
withholding taxes, except for shares held by stockholders who perfect appraisal rights in accordance with Delaware law and except for shares owned by Ivy Holdings (including shares contributed to Ivy
Holdings immediately prior to the completion of the Ivy Merger by Samuel S. Lee, Mike Heather, David R. Topper, Dr. Jeereddi A. Prasad and certain of our employees), Merger Sub, any other
subsidiary of Ivy Holdings, or by us or any of our subsidiaries.

In
connection with the Ivy Merger, on December 10, 2010, we formed a wholly owned subsidiary named Prospect Green Management, LLC, which will be used solely to pay
management compensation to Leonard Green for its advisory services.

Our Strategy

Our objective is to operate as an entrepreneurial, efficient healthcare delivery system by delivering both hospital and physician
services.



We seek to use our operating efficiencies to provide an advantage by enabling us to profitably service patients that other providers
cannot serve profitably. We monitor our cost trends, operating performance and the regulatory environment in our existing markets to drive operating efficiencies, such as the optimization of staffing
and utilization levels. These efficiencies allow us to strengthen our financial performance while improving the services we provide to our patients, physicians and health plan partners, as well as
provide us greater flexibility to adapt to regulatory changes.



We seek to generate organic growth primarily through cross-fertilization between our Medical Group and Hospital Services segments.
Specifically, we have undertaken the following initiatives:



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Additionally, we plan to expand our physician networks into areas where we have hospitals and seek hospital acquisition opportunities in areas where we have
physician networks. The HMOs with which we contract have increasingly expressed their desires for their medical group partners to provide a combined hospital-physician solution.



Following our acquisition of a controlling stake in Brotman, we began implementing our operating model to drive efficiencies, as well
as add new payors, improve reimbursement from existing payors and recruit new physicians to the medical staff. We will continue the implementation of our cost efficiency initiatives, to improve
Brotman's operating results. We will also continue to recruit physicians for our surgical and cardiology groups as well as in primary care, which we anticipate will create opportunities for both
inpatient and outpatient growth. In addition, we are evaluating the expansion of Brotman's emergency room services to better serve its strategic geographic location and facilitate admissions into the
hospital.



We intend to continue growing through select strategic acquisitions of hospitals. We will seek hospital acquisition candidates that we
believe are not currently achieving their potential in attractive service areas where our operating model can be applied. Additionally, we expect the number of potential acquisition candidates to
increase given the fragmented ownership within the hospital market and the increasing number of underperforming hospitals struggling with inefficient operations and high cost structures.

Our Market

We operate our business in Southern California where we believe market dynamics will favorably impact our growth. There is a shortage
of hospital beds in Los Angeles County, with fewer than 100 hospitals to serve approximately 10,000,000 people across 4,000 square miles. High hospital construction costs in Southern California
have prevented meaningful increases in bed supply commensurate with demand.

Additionally,
we expect demographic trends to further increase the supply-demand imbalance for hospital services. California anticipates unprecedented growth in its senior population as
the baby boom generation ages and life expectancy continues to increase. Because of these demographic trends and the shortage of hospital beds in our local markets, we believe we are
well-positioned to benefit from an increased demand for our services.

Closures
of competitor hospitals have further added to the hospital bed shortage. Also, the Southern California hospital market is highly fragmented, with numerous different ownership
entities. We believe that the fragmented ownership and decreasing number of hospitals in our market will help facilitate our acquisition strategy, as competitor hospitals become available for
acquisition.

Description of Our BusinessHospital Services Segment



The hospital services sector is comprised of at least three sub-sectors that do not generally compete with each other
because they largely serve three distinct patient populations:



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Both
government and managed care payors are under pressure to reduce the cost of health coverage. One means of doing this is to match patients to the facility best suited to delivering
the quality of care required in the most cost-efficient setting. Because of the focused, cost efficient structures of community hospitals, both patients and payors can benefit economically
from utilizing community hospitals where feasible. In the managed care context, patient co-pays in many instances increase as the cost structure of the hospital increases, thereby
providing an incentive to the patient, as well as the payor, to utilize focused cost efficient community hospitals. Further, government payors generally pay tertiary care hospitals higher per diem
amounts for care under
Medicare and Medi-Cal than the per diem amounts paid to community hospitals. Companies operating community-based hospitals are positioned to benefit from this market dynamic as focused
quality, cost efficient providers.



We own and operate five hospitals in Los Angeles County, with a total of approximately 759 licensed beds served by 746
on-staff physicians at September 30, 2010. We acquired four community hospitals in Hollywood, Los Angeles, Norwalk and Van Nuys in connection with our acquisition of Alta, all
accredited by the Joint Commission (formerly the Joint Commission on Accreditation of Healthcare Organizations). Our fifth hospital is Brotman Medical Center, located in Culver City, which is
currently accredited by the Center for Medicare and Medicaid Services ("CMS"), and in the process of seeking an accreditation by Det Norske Veritas ("DNV") Healthcare, Inc.

Our
three community hospitals in Hollywood, Los Angeles and Norwalk offer a comprehensive range of medical and surgical services, including general acute care hospital services,
pediatrics, obstetrics and gynecology, pediatric sub-acute care, general surgery, medical-surgical services, orthopedic surgery, and diagnostic, outpatient, skilled nursing and urgent care
services. Our psychiatric hospital in Van Nuys provides acute inpatient and outpatient psychiatric services on a voluntary basis. Brotman offers a comprehensive range of inpatient and outpatient
services, including general surgery, orthopedic, spine and neurosurgery, cardiology, diagnostic outpatient, rehabilitation, psychiatric and detox services. In addition, Brotman has an active emergency
room that plays an integral part in providing emergency services to the West Los Angeles area.

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The
table below gives a brief overview of our hospitals and the locations they serve:

Name/Location

Primary Service

Number of BedsHollywood Community HospitalHollywood, CA
100% owned

Medical/Surgical

100 licensed beds/100 staffed bedsLos Angeles Community HospitalLos Angeles, CA
100% owned

Medical/Surgical

130 licensed beds/121 staffed bedsNorwalk Community HospitalNorwalk, CA
100% owned

Medical/Surgical

50 licensed beds/50 staffed bedsVan Nuys Community HospitalVan Nuys, CA
100% owned

Psychiatric

59 licensed beds/57 staffed bedsBrotman Medical CenterCulver City, CA
78% owned (72% as of September 30, 2010)

Medical/Surgical

420 licensed beds/220 staffed beds




The table below sets forth selected hospital operating statistics for the years ended September 30, 2010 and 2009.

Year Ended September 30,2010

2009(8)Licensed beds as of the end of the period(1)


759


759Admissions(2)


23,405


18,573Adjusted admissions(3)


26,447


20,098Emergency room visits(4)


38,592


25,616Surgeries(5)


4,871


4,146Patient days(6)


149,864


124,004Acute care average length of stay in days(7)


6.4


6.2


(1)Licensed
beds are beds for which a hospital has obtained approval to operate from the applicable state licensing agency.(2)Admissions
are patients admitted to our hospitals for inpatient treatment. This statistic is used by our management, investors and other readers of our
financial statements as a measure of inpatient volume.(3)Adjusted
admissions are total admissions adjusted for outpatient volume. Adjusted admissions are computed by multiplying admissions (inpatient volume) by
the sum of gross inpatient charges and gross outpatient charges and then dividing the resulting amount by gross inpatient charges. This statistic is used by our management, investors and other readers
of our financial statements as a measure of inpatient and outpatient volume.


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(4)The
number of emergency room visits is an important operational measure that is used by our management, investors and other readers of our financial
statements to gauge our patient volume. Much of our inpatient volume results from a patient's initial encounter with our hospitals through an emergency room visit.(5)The
number of surgeries includes both inpatient and outpatient surgeries. This statistic is used by our management, investors and other readers of our
financial statements as one component of overall patient volume and business trends.(6)Patient
days are the total number of days that patients are admitted in our hospitals. This statistic is used by our management, investors and other readers
of our financial statements as a measure of inpatient volume.(7)Acute
care average length of stay in days represents the average number of days admitted patients stay in our hospitals. This statistic is used by our
management, investors and other readers of our financial statements as a measure of our utilization of hospital resources.(8)The
fiscal year ended September 30, 2009 included only 169 days of Brotman operating statistics, commencing April 14, 2009, when the
Company acquired a majority stake in Brotman.




Our hospital operating model is physician-centric, recognizing that a physician-friendly environment is key to recruiting physicians.
We also strive to provide convenience in scheduling and collaborative patient case management in order to assist in the treatment of the patient and in the physician's time management. We have, for
example, developed an admissions process that enables the physician's office to make a hospital admission with a single telephone call to our admissions coordinator. We also provide admissions through
our emergency room and urgent care centers to help better evaluate medical necessity.

Our
hospital physicians are not employed by us. However, some physicians provide services in our hospitals under contracts which generally describe a term of service, provide and
establish the duties and obligations of such physicians, require the maintenance of certain performance criteria and fix compensation for such services. Any licensed physician may apply to be admitted
to the medical staff of any of our hospitals in accordance with established credentialing criteria.

We
have also developed transfer processes with other area hospitals to receive patients that are more appropriately treated in one of our hospitals. Hospitals with which we have such
transfer relationships include community hospitals that do not accept Medi-Cal patients and tertiary care hospitals with high cost structures that consider certain
non-tertiary-level care patients to be unprofitable. Correspondingly, our hospitals will transfer patients to another hospital with which we have a transfer relationship when the patient's
individual circumstances warrant.



We record gross patient service charges on a patient-by-patient basis in the period in which services are
rendered. Patient accounts are billed after the patient is discharged. When a patient's account is billed, our accounting system calculates the reimbursement that we expect to receive based on the
type of payor and the contractual terms of such payor. We record the difference between gross patient service charges and expected reimbursement as contractual adjustments.

At
the end of each month, we estimate expected reimbursement for unbilled accounts. Estimated reimbursement amounts are calculated on a payor-specific basis and are recorded based on the
best

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information
available to us at the time regarding applicable laws, rules, regulations and contract terms. We continually review our contractual adjustment estimation process to consider and
incorporate updates to laws, rules and regulations, as well as changes to managed care contract terms that result from negotiations and renewals.

Hospital
revenues depend upon inpatient occupancy levels, the ancillary services and therapy programs ordered by physicians and provided to patients, the volume of outpatient procedures
and the charges or negotiated payment rates for such services. Charges and reimbursement rates for inpatient services vary significantly depending on the type of service and geographic location of the
hospital. Our hospitals receive revenues for patient services from a variety of sources, including the federal Medicare program, California's Medi-Cal program, managed care payors
(including PPOs and HMOs),
indemnity-based health insurance companies and self-pay patients. The basis for payments involving inpatients is prospectively set Diagnostic Related Group ("DRG") rates for Medicare,
negotiated per diem rates for Medi-Cal and percentage of charge or negotiated rates for the other payors. The basis for payments for outpatients is prospectively set
rate-per-service based on the Ambulatory Payment Classification ("APC") assigned for Medicare, a fixed rate by procedure for Medi-Cal and percentage of charges or
negotiated rates for other payors. Our hospitals are also eligible for State of California Disproportionate Share payments based on a prospective payment system for hospitals that serve large
populations of low-income patients.

Our
hospitals receive payment for patient services from the federal government, primarily under the Medicare program, the California Medi-Cal program, managed care plans
(including PPOs and HMOs), indemnity-based health insurance plans, as well as directly from patients ("self-pay"). All of our hospitals are certified as providers of Medicare and
Medi-Cal services. Amounts received under the Medicare and Medi-Cal programs are generally significantly less than a hospital's customary charges for the services provided.
Since a substantial portion of our revenue comes from patients under Medicare and Medi-Cal programs, our ability to operate our business successfully in the future will depend, in large
measure, on our ability to adapt to changes in these programs.

The
nation's current economic crisis may have a negative impact on reimbursement for our hospitals. A recent American Hospital Association report on the economic crisis indicates that
the credit crunch is making it difficult and expensive for hospitals to finance facility and technology needs. The majority of hospitals are experiencing decreased admissions and elective procedures.
In addition, rising unemployment is leading to increased uncompensated care. California budget shortfalls may result in decreases in hospital Medi-Cal reimbursement.



Medicare is a federal program that provides medical insurance benefits to persons age 65 and over, some disabled persons, and persons
with end-stage renal disease. Under the Medicare program, we are paid for inpatient and outpatient services performed by our hospitals. Payments for inpatient acute services are generally
made pursuant to a prospective payment system, commonly known as "PPS." Under PPS, our hospitals are paid a predetermined amount for each hospital discharge based on the patient's diagnosis.

Specifically,
each discharge is assigned to a diagnosis related group, commonly known as a "DRG," based upon the patient's condition and treatment during the relevant inpatient stay.
Each DRG is assigned a cost weight based on its severity. The DRG weight is then applied to a national average rate to arrive at the payment. The national average rate is adjusted for labor cost by a
predetermined geographic adjustment factor assigned to the geographic area in which the hospital is located. In
addition to the DRG payment, hospitals may qualify for an "outlier" payment when the relevant patient's treatment costs are extraordinarily high and exceed a specified regulatory threshold.

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The
national average rates are adjusted by an update factor on October 1 of each year, the beginning of the federal fiscal year. The index used to adjust the DRG rates, known as
the "market basket index," gives consideration to the inflation experienced by hospitals in purchasing goods and services. Under the Medicare Prescription Drug, Improvement and Modernization Act of
2003 ("MMA"), DRG payment rates were increased by the full "market basket index," for the federal fiscal years 2008, 2009 and 2010 or 3.3%, 3.6% and 2.1%, respectively. The Deficit Reduction Act of
2005 imposes a 2% reduction to the market basket index beginning in the federal fiscal year 2007, and thereafter, if patient quality data is not submitted. We intend to and have complied with this
data submission requirement. Future legislation may decrease the rate of increase for DRG payments, but we are not able to predict the amount of any reduction or the effect that any reduction will
have on us.

In
an effort to encourage hospitals to improve quality of care, the Medicare program has taken steps to reduce or withhold payments to hospitals for treatment given to patients whose
conditions were caused by serious medical error. Under rules that became effective October 1, 2008, Medicare will no longer pay hospitals for the higher costs of care resulting from eight
complications, including falls, objects left inside patients during surgery, pressure ulcers and three types of hospital-acquired infections. California hospitals are required to report certain
adverse events to a state agency charged with publicizing the events, as well as the results of any ensuing investigation conducted by the agency. We believe that our hospital quality of care programs
will address such issues, but we are unable to predict the future impact of these developments on our business.



Medi-Cal is a federal/state-funded program, administered by the California Department of Health Services (the "State")
which provides medical benefits to individuals that qualify. Our hospitals participate in the Medi-Cal system and are paid a negotiated per diem rate. There can be no assurances that
revisions in the Medi-Cal program will not have a material adverse effect on our results of operations.

Pursuant
to the terms of the Medi-Cal contracts between the State and each of our hospitals, a significant portion of our hospital business is subject to termination of
contracts and subcontracts at the election of the government. The contract between the State and Los Angeles
Community Hospital and Norwalk Community Hospital was entered into on September 14, 2000 and most recently amended effective as of February 4, 2010. The agreement may not be terminated
without cause prior to July 10, 2012 and after that date it may be terminated without cause, provided that 120 days notice of termination is given. The contract between the State and
Hollywood Community Hospital and Van Nuys Community Hospital was entered into on September 14, 2000 and most recently amended and restated on November 30, 2009. The agreement may not be
terminated without cause prior to July 10, 2012 and after that date it may be terminated without cause, provided that 120 days notice of termination is given. The contract between the
State and Brotman was entered into on September 1, 2005 and most recently amended on June 1, 2009. The agreement may not be terminated without cause prior to July 1, 2010 and
after that date it may be terminated without cause, provided that 120 days notice of termination is given. California budgetary shortfalls may result in our inability to renew
Medi-Cal contracts at existing rates. Thereafter, the contracts are renewed by negotiation between the parties. We can provide no assurance whether these contracts will be renewed upon
their expiration.



Hospitals that treat a high percentage of low-income patients may receive additional Disproportionate Share ("DSH") payment
adjustment from Medicare and Medi-Cal. We receive both of these adjustments. The Medicare adjustment is based on the hospital's DSH patient percentage, which is the sum of the number of
patient days for patients entitled to both Medicare Part A and Supplemental Security Income benefits, divided by the total number of Medicare Part A patient days

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and
a second factor that is a ratio of Medi-Cal eligible days to total DRG days. For fiscal 2010, total Medicare DSH payments received were approximately $29,600,000 compared to
approximately $27,700,000 for fiscal 2009. The Medi-Cal adjustment is based either on the Hospital's Medi-Cal utilization or its low income utilization percentage. Our
hospitals qualify because their Medi-Cal utilization was greater than one standard deviation above 42% of the hospitals' total patient days. For fiscal 2010, total Medi-Cal DSH
payments received by our hospitals were approximately $15,500,000 compared to approximately $12,000,000 for fiscal 2009.



Under Medicare, the costs attributable to the deductible and coinsurance amounts which remain unpaid by the Medicare beneficiary can be
added to the Medicare share of allowable costs as cost reports are filed. Hospitals generally receive interim pass-through
payments during the cost report year which were determined by the fiscal intermediary from the prior cost report filing.

Bad
debts must meet the following criteria to be allowable:



The
amounts uncollectible from specific beneficiaries are to be charged off as bad debts in the accounting period in which the accounts are deemed to be worthless. In some cases, an
amount previously written off as a bad debt and allocated to the program may be recovered in a subsequent accounting period. In these cases, the recoveries must be used to reduce the cost of
beneficiary services for the period in which the collection is made. In determining reasonable costs for hospitals, the amount of bad debts otherwise treated allowable costs is reduced by 30%. Under
this program, our hospitals incurred an aggregate of approximately $5,079,000 and $4,568,000, which are subject to the 30% reduction, for fiscal 2010 and 2009, respectively. Amounts incurred by a
hospital as reimbursement for bad debts are subject to audit and recoupment by the fiscal intermediary. Bad debt reimbursement has been a focus of fiscal intermediary audit/recoupment efforts in the
past.



Hospitals participating in the Medicare and some Medi-Cal programs are required to meet specified financial reporting
requirements. Federal and state regulations require submission of annual cost reports identifying medical costs and expenses associated with the services provided by each hospital to Medicare
beneficiaries and Medi-Cal recipients. Annual cost reports required under the Medicare and Medi-Cal programs are subject to routine governmental audits. These audits may result
in adjustments to the amounts ultimately determined to be due to us under these reimbursement programs. Finalization of these audits often takes several years. We can appeal any final determination
made in connection with an audit. DRG outlier payments and other cost report abuses have been and continue to be the subject of audit and adjustment by the Centers for Medicare and Medicaid Services
("CMS").

In
2003, Congress passed legislation to enhance and support Medicare's current efforts in identifying and correcting improper payments. In section 306 of the Medicare
Modernization Act ("MMA"), Congress directed the Department of Health and Human Services ("DHHS") to conduct a three-year demonstration program using Recovery Audit Contractors ("RAC") to
detect and correct

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improper
payments in the Medicare FFS program. In addition, in section 302 to the Tax Relief and Health Care Act of 2006 ("TRHCA"), Congress required DHHS to make the RAC program permanent and
nationwide by no later than January 1, 2010. The RAC program does not include payments for Medicare Advantage or the Medicare prescription drug benefit.

The
permanent RAC program began in California in July 2009, with auditors reviewing payments made to California healthcare providers to assure correct payment. Payments deemed incorrect
will be adjusted at the time of audit. These adjustments can be appealed following the guidelines of the program. As of September 30, 2010, several hospitals have been scheduled for audits in
fiscal year 2011.

Our
hospitals are subject to audit along with other California hospitals during this upcoming year. Our hospitals have taken steps to assure on-going coding and billing
accuracy, which we anticipate will help ensure successful RAC audits.



As of September 30, 2010, we operated one 70-bed, inpatient psychiatric unit paid under the IPF PPS method at
Brotman and one 59 licensed bed, inpatient psychiatric unit paid on the acute PPS method at Van Nuys. Effective for reporting periods after January 1, 2005, CMS replaced the
cost-based system with a PPS for inpatient hospital services furnished in freestanding psychiatric hospitals and PPS exempt psychiatric units of general, acute care hospitals and critical
access hospitals ("IPF PPS"). IPF PPS is a per diem prospective payment system with adjustments to account for certain patient and facility characteristics. IPF PPS contains an "outlier" policy for
extraordinarily costly cases and an adjustment to a facility's base payment if it maintains a full-service emergency department. Under this program, Brotman received an aggregate of
approximately $7,606,000 and $6,520,000 for fiscal 2010 and 2009, respectively. Under the acute MS-DRG, Van Nuys received an aggregate of approximately $9,559,000 and $8,168,000 for fiscal
2010 and 2009, respectively.



All five of our hospitals are located in Los Angeles County and each hospital serves its own local community.

Within
the Los Angeles Community Hospital ("LACH") service area, three urban hospitals are considered competitors of LACH. They are Mission Hospital of Huntington Park, a 127 licensed
bed acute care hospital, Monterey Park Hospital, a 101 licensed bed acute care facility, and East Lost Angeles Doctors Hospital, which is licensed for 127 acute care beds and 30 skilled nursing beds.

The
Norwalk Community Hospital service area has two main competitors, Coast Plaza Doctors Hospital, located in Norwalk, and Presbyterian Intercommunity Hospital, which is located in
Whittier. Coast Plaza Doctors Hospital is licensed for 105 beds, of which 7 are skilled nursing beds. Presbyterian Intercommunity Hospital is licensed for 402 beds, of which 24 are licensed as skilled
nursing beds.

In
the surrounding service area of Hollywood Community Hospital, there are two main competitors, Olympia Medical Center, an acute care hospital licensed for 204 beds and Hollywood
Presbyterian Medical Center, a 434 acute care licensed bed hospital.

Brotman,
located in Culver City, serves the Culver City market, as well as parts of West Los Angeles. Its closest competitor, Century City Hospital, closed in the fall of 2008 which
provided immediate
benefit to Brotman as a number of registered nurses were hired from the hospital. Brotman's nearest competitors are UCLA Medical Center, Cedar Sinai Medical Center and Olympia Medical Center, which
are located approximately seven miles, five miles and four miles, respectively, from Brotman.

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Van
Nuys Community Hospital is the only psychiatric hospital in the area. There are two competing acute care facilities that offer acute psychiatric services. Mission Community Hospital
in Panorama City is licensed for 60 acute psychiatric beds and Pacifica Hospital of the Valley, located in Sun Valley, is licensed for 38 acute psychiatric beds.

We
believe that each of our hospitals is able to compete within its respective service areas based upon three primary factors:



Description of Our BusinessMedical Group Segment



Our affiliated group of Medical Groups is one of the largest providers of physician services for HMO enrollees in Southern California,
managing the provision of healthcare services for approximately 131,700 commercial, 23,100 Medi-Cal and 22,700 Medicare lives. Our Medical Group network of approximately 8,300 independent
physicians is concentrated in Orange, Los Angeles and San Bernardino Counties.

Our
Medical Groups are networks of independent physicians who collectively contract with HMOs under a capitated payment arrangement. Under the capitated model, an HMO pays our Medical
Groups a per-member-per-month ("PMPM") rate, or a "capitation" payment, and then assigns our Medical Groups the responsibility for providing the physician services
required by those patients. In certain areas, HMOs find it more efficient to outsource the responsibility for providing physician services through Medical Groups. The relationship between HMOs and
Medical Groups is a well-established model in the markets we serve and is designed to motivate physicians to practice preventative medicine and reduce unnecessary procedures. Medical
Groups allow independent physicians to participate in contracts with HMOs and obtain patients, while allowing HMOs to more efficiently contract for physician services and outsource certain
administrative functions associated with those activities.

We
provide the following management and administrative support services to our affiliated physician organizations:



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We
employ a variety of methodologies to mitigate the financial risk associated with the capitation model, including passing a portion of our payment through to the physician in a
"sub-capitated" payment, pre-negotiating contracts with other providers, requiring prior authorization for services, and other techniques to appropriately manage utilization.
All of our primary care physicians and a portion of our specialist physicians receive sub-capitation payments, with capitation representing approximately 50% of our medical
costs. The remaining 50% of our medical costs consist of pre-authorized procedures referred to our contracted providers at discounted fee-for-service rates and
emergency room services provided by non-contracted providers.



Our two management subsidiaries, Prospect Medical Systems, Inc. ("PMS") and ProMed Healthcare Administrators ("PHCA"), currently
provide management services to ten affiliated physician organizations, which include PMG, Nuestra Familia Medical Group, Inc. ("Nuestra"), eight other affiliated physician organizations that
PMG owns or controls, and one affiliated physician organization (AMVI/Prospect Health Network) that is an unconsolidated joint venture in which PMG owns a 50% interest. PMG, which was our first
affiliated physician organization, has acquired the ownership interest in all of our other affiliated physician organizations, except Nuestra.

Physician
organizations, by California law, may only be owned by physicians. We have designated Arthur Lipper, M.D., the President of PMG, to be the owner of all of the capital stock of
PMG and Nuestra. As such he indirectly controls PMG's ownership interest in each of our other affiliated physician organizations. Dr. Lipper is also the President of all of the affiliated
physician organizations that PMG owns (except Pomona Valley Medical Group, and Upland Medical Group, where he is a Vice-President), he is a Vice President of Nuestra, and he is one of the
two general partners of AMVI/Prospect Health Network.

We
control the ownership of each of our affiliated physician organizations through assignable option agreements that we have entered into through our management subsidiary, PMS, with
Dr. Lipper and PMG, and with Dr. Lipper and Nuestra. See "Assignable Option Agreements," below. For financial reporting purposes, we are deemed to control PMG under U.S. Generally
Accepted Accounting Principles (see "Management's Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting PoliciesConsolidation of
Financial Statements") and are therefore required to consolidate the financial statements of PMG with those of our management subsidiaries.

Our
affiliated physician organizations consist of affiliated Medical Groups which contract with physicians (primary care and specialist) and other ancillary providers, to provide all of
their physician services.

Each
of our affiliated physician organizations enters into contracts with HMOs to provide physician services to enrollees of the HMOs. Most of our HMO agreements have an initial term of
two years renewing automatically for successive one-year terms. Increased capitation rates under
the HMO agreements are usually negotiated at the end of the term of such HMO agreements, typically taking the form of new agreements or amendments for additional two-year terms.

The
HMO agreements generally provide for a termination by the HMOs for cause at any time, although we have never experienced a for-cause termination. The HMO agreements
generally allow either the HMOs or the affiliated physician organizations to terminate the HMO agreements without cause within a four to six month period immediately preceding the expiration of the
term of the agreement.

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As
of September 30, 2010, our affiliated physician organizations had contracts with approximately 8,300 independent physicians.

The
physicians of the affiliated physician organizations are exclusively in control of and responsible for all aspects of the practice of medicine, subject to specialist referral
guidelines developed by multi-specialty medical committees composed of our contracted physicians and chaired by one of our medical directors.

Information
about our ten affiliated physician organizations is listed in the tables below. Except where noted, each organization is a medical corporation owned either directly or
through PMG by a single shareholder, currently, Arthur Lipper, M.D.

As of September 30, 2010Affiliated Physician Organizations

Primary
Care
Physicians

Specialists

Enrollees

Area of OperationsProspect Medical Group, Inc.


389


4,016


26,174

Orange, Los Angeles & Riverside CountiesProspect Health Source Medical Group, Inc.


81


2,230


14,975

West Los AngelesNuestra Familia Medical Group, Inc.(1)


78


1,225


3,452

East Los AngelesAMVI/Prospect Health Network(2)


310


2,191


13,066

Orange CountyProspect Professional Care Medical Group


263


2,861


15,031

East Los Angeles & North Orange CountyProspect NWOC Medical Group, Inc.


114


1,756


4,693

North Orange CountyStarCare Medical Group, Inc.


189


2,418


16,140

North Orange CountyGenesis HealthCare of Southern California


232


2,127


10,851

Los Angeles and North Orange CountyPomona Valley Medical Group


133


222


51,687

San Bernardino CountyUpland Medical Group


91


166


11,113

San Bernardino CountyManaged Medical Groups(3)


50


168


10,292

Los Angeles County1,930


19,380


177,474Less: Physicians counted at multiple Medical Groups


(906
)

(12,139
)

Total


1,024


7,241


177,474


(1)Approximately
62.16% owned by Arthur Lipper, M.D. through a separate assignable option agreement.(2)50%
owned joint venture partnership with AMVI/IMC Health Network, originally formed to service Medi-Cal, Healthy Families and OneCare members
under the CalOptima contract. Included in the total enrollment were approximately 3,000 enrollees that we manage for our own economic benefit, and approximately 10,100 enrollees that we manage for the
economic benefit of our partner, for which we earn management fee income.(3)Represent
management agreements entered into on May 1, 2010 with an unaffiliated medical group to manage approximately 10,500 HMO enrollees for
monthly management fees ranging from 7.5% to 12.5% of revenues (as defined).


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Revenue Concentration Statistics of our Medical Groups  for the Fiscal Years Ended September 30, 2010 and 2009

As of September 30, 2010, our Medical Groups had contracts with approximately 15 HMOs, from which our revenue was primarily
derived. The contracts between our affiliated physician organizations and the HMOs provide for the provision of medical services by the affiliated physician organization to the HMO enrollees in
consideration for the prepayment of the fixed monthly capitation amount per enrollee.

For
the fiscal years ended September 2010 and 2009, our Medical Groups recognized capitation revenue of approximately $186,674,000 and $193,543,000, respectively. During each of those
periods, the five largest HMOs of our affiliated physician organizations, Plan A, Plan B, Plan C, Plan D and Plan E, accounted for approximately 72% of total
capitation revenue.

As
of November 1, 2010, the latest date for which such data was compiled, our affiliated physician organizations were listed by Cattaneo & Stroud as having a combined
market share (based on number of HMO enrollees served) of approximately 6% in Orange County (83,620) enrollees compared to 1,370,950 total enrollees in Orange County), approximately 0.7% in Los
Angeles County (31,053 enrollees compared to 4,707,500 total enrollees in Los Angeles County), and approximately 6.2% in San Bernardino County (62,800 enrollees compared to 1,009,500 total enrollees
in San Bernardino County).



The assignable option agreements are an essential element of our "single shareholder model." The assignable option agreements between
our management subsidiary, PMS, and PMG and Nuestra provide PMS the right, at will and on an unlimited basis, to designate a successor physician to purchase our capital stock of each of PMG and
Nuestra for nominal consideration ($1,000) and thereby determine the ownership of PMG and our majority interest in Nuestra. The assignable option agreements terminate or expire coterminous with the
management services agreements between PMS and PMG or PMS and Nuestra, as applicable. The management services agreement with PMG has a thirty-year term with successive automatic
ten-year renewal terms. The management services agreement with Nuestra has a twenty-year term with successive ten-year renewal terms unless either party elects to
terminate prior to a renewal. There is no limitation on who we may name as a successor shareholder except that any successor shareholder must be duly licensed as a physician in the State of California
or otherwise be permitted by law to be a shareholder of a professional corporation.

As
a result of the assignable option agreements and our control of PMS, we have control over the ownership of PMG and Nuestra. Because PMG is the owner of all or a significant amount of
the capital stock of all of the other affiliated physician organizations, control over the ownership of PMG and Nuestra ensures that we can control the ownership of each of our affiliated physician
organizations.

Arthur
Lipper, M.D. is currently the sole shareholder, sole director and President of PMG. He is also the President of each of our other affiliated physician organizations, except for
AMVI/Prospect Health Network, Nuestra Familia Medical Group, Pomona Valley Medical Group and Upland Medical Group. As such, Dr. Lipper has a fiduciary duty to protect the interests of each
entity and its shareholders.



Upon completion of every Medical Group acquisition, one of our management subsidiaries enters into a long-term management
services agreement with the newly-acquired physician organization. Our management subsidiaries provide management services to our affiliated Medical Groups under management services agreements that
transfer control of all non-medical components of the business of

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the
affiliated physician organizations to our management subsidiaries to the full extent permissible under federal and state law.

Under
the management services agreements, we, through our management subsidiaries, provide management functions only. Under these agreements, each affiliated physician organization
delegates to us the non-physician support activities that are required by the affiliated physician organizations in the practice of medicine. The management services agreements require us
to provide suitable facilities, fixtures and equipment and non-physician support personnel to each affiliated physician organization. The primary services that we provide under management
services agreements include the following:



In
return for these management and administrative support services we receive a management fee. Our current standard management fee is 15% of each organization's gross revenues, which we
receive from each of our affiliated physician organizations, with the exception of AMVI/Prospect Health Network (an amount equal to the sum of $5.25 per CalOptima Medi-Cal enrollee per
month,
$3.15 per CalOptima Healthy Families enrollee, and 6.5% of the premium per CalOptima OneCare enrollee per month).

In
addition to these management fees, we receive an incentive bonus based on the net profit or loss of each wholly-owned affiliated physician organization. Generally, we are allocated a
50% residual interest in all profits after the first 8% of the profits or a 50% residual interest in the net losses, after deduction for costs to the management subsidiary and physician compensation.

From
time to time, supplemental management fees have been awarded by the physician organizations to the management companies to compensate for, among other things, increased costs
associated with specific initiatives for the benefit of the physician organizations.

Because
of the ownership of a controlling financial interest by PMG or Dr. Lipper in all of our affiliated physician organizations, other than AMVI/Prospect Health Network, we
have the ability to adjust our management fees (other than for AMVI/Prospect Health Network) should we determine that an adjustment is appropriate and warranted, based on increased costs associated
with managing the affiliated physicians organizations. In the case of AMVI/Prospect Health Network, because PMG's ownership interest is a 50% interest, in the event we determine that an adjustment of
the management fee for AMVI/Prospect Health Network is appropriate, an adjustment would require negotiation with the joint venture partner.

Notwithstanding
our ability to control the management fee adjustment process, we are limited by laws affecting management fees of healthcare management service companies. Such laws
require that our management fees reflect fair market value for the services being rendered, giving consideration

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however
to the costs of providing the services. Such laws also limit our ability to increase our management fees more frequently than once a year.

The
management services agreements with our affiliated physician organizations that are 100% owned by PMG each have a thirty-year term and renew automatically for successive
ten-year terms unless either party elects to terminate them 90 days prior to the end of their term. The management services agreements with those affiliated physician organizations
in which we have less than a 100% interest have different terms. Our contract with Nuestra is for only twenty years; however, because Dr. Lipper as the nominee shareholder under an assignable
option agreement is an approximately 62% shareholder, any renewal or termination must be approved by Dr. Lipper. Similarly, our joint venture with AMVI is year-to-year,
but because PMG is a 50% owner of that joint venture, it cannot be terminated without approval of the board of directors, of which PMG controls the appointment of 50% of the members. The management
services agreements are terminable by the unilateral action of the particular physician organization prior to their normal expiration if we materially breach our obligations under the agreements or
become subject
to bankruptcy-related events, and we are unable to cure a material breach within sixty days of the occurrence. All management fees of consolidated entities are eliminated in our consolidated financial
statements.



We control the medical expense or medical risk of our affiliated physician organizations. We use sub-capitation as our
primary technique to control this risk. Sub-capitation is where an organization that is paid under capitated contracts with an HMO in turn contracts with other providers on a capitated
basis for a portion of the original capitated premium. Historically, approximately half of the medical costs of our affiliated physician organizations are sub-capitated.

The
medical costs of our affiliated physician organizations which are not sub-capitated are controlled in various ways. For those specialties for which we cannot, or do not
choose to obtain a sub-capitated contract, we negotiate discounted fee-for-service contracts. Further, by contract, our affiliated physician organizations generally
do not assume responsibility for the costs of providing medical services ("medical costs") that occur outside of their service area, which has been defined as a 30-mile radius around the
office of the HMO enrollee's primary care physician. All non-emergent care requires prior authorization, in order to limit unnecessary procedures and to direct the HMO enrollee requiring
care to the physicians contracted with our affiliated physician organizations, and to the most cost effective facility. Our affiliated physician organizations utilize board certified pulmonologists
and internists, trained in intensive care to maintain appropriate utilization, reducing unnecessary consultations and facilitating the patient's treatment and discharge. We also review medical costs
by Medical Group and by specialty and compare those costs to the trend of patient utilization of medical services by specialty. In those instances where the patient utilization is trending very low,
we determine whether it would be less expensive for our affiliated physician organizations to pay their providers on a discounted fee-for-service basis rather than on a
capitated basis.

In
addition, our affiliated physician organizations' agreements with HMOs and hospitals contain risk-sharing arrangements under which the affiliated physician organizations
can earn additional compensation by coordinating the provision of quality, cost-effective healthcare to enrollees, but, in certain very limited cases, they may also be required to assume a
portion of any loss sustained from these arrangements. Risk-sharing arrangements are based upon the cost of hospital services or other services for which our physician organizations are
not capitated. The terms of the particular risk-sharing arrangement allocate responsibility to the respective parties when the cost of services exceeds a budget, which results in a
"deficit," and permit the parties to share in any amounts remaining in the budget, known as a "surplus," which occurs when actual cost is less than the budgeted amount. The amount of
non-capitated and hospital costs in any period could be affected by factors beyond our control, such as changes in treatment protocols, new technologies and inflation. To the extent that
such non-capitated

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and
hospital costs are higher than anticipated, revenue paid to our affiliated physician organizations may not be sufficient to cover the risk-sharing deficits they are responsible for
paying, which could reduce our revenues and profitability. It is our experience that "deficit" amounts for hospital costs are applied to offset any future "surplus" amount we would otherwise be
entitled to receive. We have historically not been required to reimburse the HMOs for most hospital cost deficit amounts. Most of our contracts with HMOs specifically provide that we will not have to
reimburse the HMO for hospital cost deficit amounts.

HMOs
may insist on withholding negotiated amounts from the affiliated physician organizations' professional capitation payments, which the HMOs are permitted to retain, in order to cover
the affiliated physician organizations' share of any risk-sharing deficits. Whenever possible, we seek to contractually reduce or eliminate our affiliated physician organizations'
liability for risk-sharing deficits.



The physicians of our affiliated physician organizations are exclusively in control of, and responsible for all aspects of, the
practice of medicine, and are subject to specialist referral guidelines developed by multi-specialty medical committees composed of our contracted physicians and chaired by one of our medical
directors. Each affiliated physician organization enters into the following types of contracts for the provision of physician and ancillary health services:

Primary Care Physician Agreement.A primary care physician agreement provides for primary care physicians contracting with independent
physician
associations to be responsible for both the provision
of primary care services to enrollees and for the referral of enrollees to specialists affiliated with the independent physician association, when appropriate. Primary care physicians receive monthly
sub-capitation for the provision of primary care services to enrollees assigned to them.

Specialist Agreement.A specialist agreement provides for a specialty care physician contracting with the independent physician
association to
receive either sub-capitated payments or discounted fee-for-service payments for the provision of specialty services to those enrollees referred to them by the
independent physician association's primary care physician.

Ancillary Provider Agreement.An ancillary provider agreement provides for ancillary service providersgenerally
non-physician providers such as physical therapists, laboratories, etc.to contract with an independent physician association to receive either monthly
sub-capitated, discounted fee-for service or case rate payments for the provision of service to enrollees on an as-needed basis.



The medical group industry is highly competitive and is subject to continuing changes with respect to the manner in which services are
provided and how providers are selected and paid. We are subject to significant competition with respect to physicians affiliating with our physician organizations. Generally, both we and our
affiliated physician organizations compete with any entity that enters into contracts with HMOs for the provision of prepaid healthcare services, including:



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We believe that we offer competitive services in the Southern California managed care market based upon our historical stability, our competitive compensation
relative to other organizations, and our quality of service.

There
is competition for patients and primary care physicians in every market in which our affiliated physician organizations operate. The number of significant competitors varies in
each region. The following summary of information about our competitors and their estimated enrollment in various markets is based on an industry report updated through November 10, 2010.
Enrollment numbers that follow differ from updated enrollment numbers of our affiliated entities provided elsewhere in this filing, due to differing dates of presentation.

Based
on these reports, total HMO enrollment in Los Angeles County was approximately 4,707,500, of which we had approximately 32,000 enrollees, or approximately 0.7%. Our five largest
competitors in Los Angeles County are Kaiser Foundation, Healthcare Partners Medical Group, Heritage Provider Network, La Vida Medical Group, and Facey Medical Foundation. HMO enrollment in Orange
County was estimated at approximately 1,370,950, of which Prospect had approximately 83,600 enrollees, or approximately 6%. Our five largest competitors in Orange County are Kaiser Foundation,
St. Joseph Heritage Healthcare, Monarch Healthcare, Greater Newport Physicians Medical Group, and CHOC Physicians Network. HMO enrollment in San Bernardino County was estimated at approximately
1,009,500 of which Prospect had approximately 62,800 enrollees, or approximately 6%. Our five largest competitors in San Bernardino County are Kaiser Foundation, Beaver Medical Group, Choice Medical
Group, PrimeCare of San Bernardino and LaSalle Medical Associates. As such, we believe that the combined enrollment of our affiliated physician organizations is the eighth largest in California.

Some
of our competitors are larger than us, have greater resources and may have longer-established relationships with buyers of their services, giving them greater value in contracting
with physicians and HMOs. Such competition may make it difficult to enter into affiliations with physician organizations on acceptable terms and to sustain profitable operations.

Health Care Regulation



Both our hospitals and affiliated physician organizations are subject to numerous federal and state statutes and regulations that are
applicable to the management and provision of health care services and to business generally, as summarized below. The healthcare industry is required to comply with extensive government regulation at
the federal, state, and local levels. Under these regulations, hospitals must meet requirements to be certified as hospitals and qualified to participate in government programs, including the Medicare
and Medi-Cal programs. These requirements relate to the adequacy of medical care, equipment, personnel, operating policies and procedures, maintenance of adequate records, hospital use,
rate-setting, compliance with building codes, and environmental protection laws. There are also extensive regulations governing a hospital's participation in these government programs. If
we fail to comply with applicable laws and regulations, we can be subject to criminal penalties and civil sanctions, our hospitals can lose their licenses and we could lose our ability to participate
in these government programs. In addition, government regulations may change. If that happens, we may have to make changes in our facilities, equipment, personnel, and services so that our hospitals
remain certified as hospitals and qualified to participate in these programs. We believe that our hospitals and affiliated physician organizations are in substantial compliance with current federal,
state, and local regulations and standards.

In
addition to the regulations referenced above, our affiliated physician organization operations may also be affected by changes in ethical guidelines and operating standards of
professional and trade associations such as the American Medical Association. Changes in existing ethical guidelines or

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professional
organization standards, adverse judicial or administrative interpretations of such guidelines and standards, or enactment of new legislation could require us to make costly changes to our
business that would reduce our profitability. Changes in health care legislation or government regulation may restrict our existing operations, limit the expansion of our business or impose additional
compliance requirements and costs, any of which could have a material adverse effect on our business, financial condition, results of operations and the trading price of our debt.



In California, lay entities are generally prohibited from exercising control over the medical or the business aspects of a professional
practice, and may be prohibited from sharing the profits of a professional practice. The California Medical Board has taken the position that certain physician practice management agreements that
confer too much control over a physician practice violate the prohibition against corporate practice of medicine. The California Medical Board has also taken the position in at least one case that an
assignable option agreement, whereby a lay management company can assign to a nominee physician the right to purchase all of the shares of the managed medical group for a nominal price, violates the
corporate practice of medicine prohibition. While there is no express provision in the California statutes prohibiting a lay entity from holding an option to purchase stock in a medical corporation,
lay entities are prohibited from owning such stock and one court, in an unpublished opinion, has determined that such stock may not be beneficially owned by a lay entity.

State
law also imposes licensing requirements on individual physicians and on some facilities operated by physicians. Federal and state laws regulate HMOs and other managed care
organizations with which physician organizations may have contracts. Some states also require licensing of third-party administrators and collection agencies. This may affect our operations in states
in which we may seek to do business in the future. Our ability to operate profitably will depend, in part, upon our ability and the ability of our affiliated physician organizations to obtain and
maintain all necessary licenses and other approvals and operate in compliance with applicable health care laws and regulations, including any new laws and regulations or new interpretations of
existing laws and regulations.



Medicare and Medi-Cal anti-kickback and anti-fraud and abuse amendments codified under
Section 1128B(b) of the Social Security Act (the "Anti-kickback Statute") prohibit certain business practices and relationships that might affect the provision and cost of health
care services payable under the Medicare and Medi-Cal programs and other government programs, including the payment or receipt of remuneration for the referral of patients whose care will
be paid for by such programs. Sanctions for violating the Anti-kickback Statute include criminal and civil penalties, as well as fines and possible exclusion from government programs, such
as Medicare and Medi-Cal. Many states have statutes similar to the federal Anti-kickback Statute, except that the state statutes usually apply to referrals for services
reimbursed by all third-party payors, not just federal programs. In addition, it is a violation of the federal Civil Monetary Penalties Law to offer or transfer anything of value to Medicare or
Medi-Cal beneficiaries that is likely to influence their decision to obtain covered goods or services from one provider of service over another. The federal government has also issued
regulations that describe some of the conduct and business relationships that are permissible under the Anti-kickback Statute. These regulations are often referred to as the "Safe Harbor"
regulations. The fact that certain conduct or a given business arrangement does not meet a Safe Harbor does not necessarily render the conduct or business arrangement illegal under the
Anti-kickback Statute. Rather, such conduct and business arrangements risk increased scrutiny by government enforcement authorities and should be reviewed on a
case-by-case basis.

There
are several aspects of our hospitals' relationships with third parties and our relationships with physicians to which the Anti-kickback Statute may be relevant. The
government may construe

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some
of the marketing and managed care contracting activities that we historically performed as arranging for the referral of patients to the physicians with whom we had a management agreement. The
government may also construe some of the financial arrangements that our hospitals have historically had with physicians, marketers and other referral sources as payment for the referral or arranging
for the referral of patients to our hospitals. As a result of our internal compliance review process, we have, from time to time, identified contract relationships we believed posed a risk to the
Company, and in such cases, we have changed the payments, modified the terms or terminated these contracts. We believe our business activities are not in violation of the Anti-kickback
Statute. Further, we believe that the business operations of our affiliated physician organizations do not involve the offer, payment, solicitation or receipt of remuneration to induce referrals of
patients, because compensation arrangements between the physician organizations and the primary care physicians who make referrals are designed to discourage referrals to the extent they are medically
unnecessary. These physicians are paid either on a sub-capitation or fee-for-service basis and do not receive any financial benefit from making referrals.

Noncompliance
with, or violation of, the Anti-kickback Statute can result in exclusion from the Medicare and Medi-Cal programs and civil and criminal penalties.
California also has a similar anti-kickback prohibition with similar penalties. Although we believe our activities to be in compliance, if we were found to be in violation of the
anti-kickback legislation, we could suffer civil penalties, criminal fines, imprisonment or possible exclusion from participation in the reimbursement programs, which could reduce our
revenues, increase our costs and decrease our profitability.



Section 1877 of the Social Security Act (commonly referred to as the "Stark law") generally restricts referrals by physicians of
Medicare patients to entities with which the physician or an immediate family member has a financial relationship, unless one of several exceptions applies. The referral prohibition applies to a
number of statutorily defined "designated health services," such as clinical laboratory, physical therapy, radiology, and inpatient and outpatient hospital services. The exceptions to the referral
prohibition cover a broad range of common financial relationships. These statutory, and the subsequent regulatory, exceptions are available to protect certain permitted employment relationships,
leases, group practice arrangements, medical directorships, and other common relationships between physicians and providers of designated health services, such as hospitals. A violation of the Stark
law may result in a denial of payment, required refunds to patients and the Medicare program, civil monetary penalties of up to $15,000 for each violation, civil monetary penalties of up to $100,000
for "sham" arrangements, civil monetary penalties of up to $10,000 for each day that an entity fails to report required information, and exclusion from participation in the Medicare and
Medi-Cal programs and other federal programs. In addition, California has its own self-referral laws which are similar in many ways to the Stark law, but which differ from the
federal law in that they apply not just to Medicare patients, but to all categories of patients and they impose disclosure requirements. No payment from any source is permitted for services performed
pursuant to referrals which are prohibited by California's self-referral law. Our hospitals' and Medical Groups' participation in and development of financial relationships with physicians
could be adversely affected by the Stark law or similar state enactments.

The
self-referral prohibition applies to our services, and we believe our relationships comply with the law. We believe our business arrangements do not involve the referral
of patients to entities with whom referring physicians have an ownership interest or compensation arrangement within the meaning of federal and state self-referral laws, because referrals
are made directly to other providers rather than to entities in which referring physicians have an ownership interest or compensation arrangement. We further believe our financial arrangements with
physicians fall within exceptions to state and federal self-referral laws, including exceptions for ownership or compensation arrangements with managed care

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organizations
and for physician incentive plans that limit referrals. In addition, we believe that the methods we use to acquire existing physician organizations and to recruit new physicians do not
violate such laws and regulations. Nevertheless, it is possible that the government or a court could construe some of the financial arrangements that our hospitals or Medical Groups have historically
had with physicians or may have in the future as non-compliant with state or federal self-referral statutes. If we were found to have violated the self-referral
laws, we could be subject to denial of reimbursement, forfeiture of amounts collected in violation of the law, civil monetary penalties, and exclusion from the Medicare and Medi-Cal
programs, which could reduce our revenues, increase our costs and decrease our profitability.



The federal False Claims Act ("FCA") prohibits providers from knowingly submitting false claims for payment to the federal government.
This law has been used not only by the federal government, but also by individuals who bring an action on behalf of the government under the law's "qui tam" or "whistleblower" provisions. When a
private party brings a qui tam action under the federal FCA, the defendant may not become aware of the lawsuit until the government makes a determination whether it will intervene and take a lead in
the litigation.

Civil
liability under the federal FCA can be up to three times the actual damages sustained by the government plus civil penalties for each separate false claim. There are many potential
bases for liability under the federal FCA, including claims submitted pursuant to a referral found to violate the anti-kickback or self-referral statutes. Although liability
under the federal FCA arises when an entity knowingly submits a false claim for reimbursement to the federal government, the federal FCA defines the term "knowingly" broadly. Although simple
negligence generally will not give rise to liability under the federal FCA, submitting a claim with reckless disregard for its truth or falsity can constitute "knowingly" submitting a false claim.
Recently, the federal FCA was further expanded to cover the improper retention of an overpayment when President Obama signed into law the Fraud Enforcement and Recovery Act of 2009.

The
State of California has enacted false claims legislation. These California false claims statutes are generally modeled on the federal FCA, with similar damages, penalties, and qui
tam enforcement provisions. For example, the California False Claims Act prohibits "knowingly" submitting false claims for payment to California and its agencies, such as the Medi-Cal
program. Violations are subject to damages and civil monetary penalties. Similar to the federal statute, the California False Claims Act allows private parties to sue on behalf of the state as qui tam
(i.e., whistleblower) plaintiffs, and authorizes qui tam plaintiffs to share in any proceeds recovered as a result of the lawsuit. California's False Claims Act also includes provisions
intended to discourage employers from retaliating against employees for initiating, testifying or assisting in qui tam lawsuits, or otherwise furnishing information to government or law enforcement
authorities. An increasing number of healthcare false claims cases seek recoveries under both federal and state law. Provisions in the Deficit Reduction Act of 2005 ("DRA") that went into effect on
January 1, 2007 give states significant financial incentives to enact false claims laws modeled on the federal FCA. Additionally, the DRA requires every entity that receives annual payments of
at least $5,000,000 from a state Medi-Cal plan to establish written policies for its employees that provide detailed information about federal and state false claims statutes and the
whistleblower protections that exist under those laws. Both provisions of the DRA are expected to result in increased false claims litigation against health care providers. We believe our hospitals
have fully complied with the written policy requirements. Compliance with the written policy requirement is a condition of payment by Medi-Cal, and failure to comply could give rise to
claims for recoupment of Medi-Cal payments, damages and other sanctions.

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Existing federal laws governing Medi-Cal, Medicare and other federal health care programs, as well as similar state laws,
impose on us a variety of fraud and abuse prohibitions. These laws are interpreted broadly and enforced aggressively by multiple government agencies, including the Office of Inspector General of the
Department of Health and Human Services, the Department of Justice and various state authorities. In addition, in the DRA, Congress created a new Medicaid Integrity Program to enhance federal and
state efforts to detect Medi-Cal fraud, waste and abuse and provide financial incentives for states to enact their own false claims acts as an additional enforcement tool against
Medi-Cal fraud and abuse. Violations of these laws are punishable by substantial penalties, including monetary fines, civil penalties, criminal sanctions, exclusion from participation in
government-sponsored health care programs, and forfeiture of amounts collected in violation of such laws, any of which could have an adverse effect on our business and results of operations.



All of our hospital facilities are subject to the Emergency Medical Treatment and Active Labor Act ("EMTALA"). This federal law
requires any hospital that participates in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital's emergency department for
treatment and, if the patient is suffering from an emergency medical condition, to either stabilize that condition or make an appropriate transfer of the patient to a facility that can handle the
condition. The obligation to screen and stabilize emergency medical conditions exists regardless of a patient's ability to pay for treatment. All hospitals with specialized capabilities are also
required to accept appropriate transfers of patients in need of such specialized services if the transferring hospital cannot provide the services required by the patient. There are severe penalties
under EMTALA if a hospital fails to screen or appropriately stabilize or transfer a patient or if the hospital delays appropriate treatment in order to first inquire about the patient's ability to
pay, or if the hospital fails to accept an appropriate transfer of a patient from another hospital for specialized services. Penalties for violations of EMTALA include civil monetary penalties and
exclusion from participation in the Medicare program. In addition, an injured patient, the patient's family or a medical facility that suffers a financial loss as a direct result of another hospital's
violation of the law can bring a civil suit against that other hospital.

During
2003, CMS published a final rule clarifying a hospital's duties under EMTALA. In the final rule, CMS clarified when a patient is considered to be on a hospital's property for
purposes of treating the person pursuant to EMTALA. CMS stated that off-campus facilities such as specialty clinics, surgery centers and other facilities that lack emergency departments
should not be subject to EMTALA, but that these locations must have a plan explaining how the location should proceed in an emergency situation such as transferring the patient to the closest hospital
with an emergency department. CMS further clarified that hospital-owned ambulances could transport a patient to the closest emergency department instead of to the hospital that owns the ambulance.
However, under certain circumstances, when a patient is in a ground or air ambulance owned by one of our hospitals for purposes of examination and treatment for a medical condition at that hospital,
EMTALA requires that the patient be screened for, and as needed, treated for an emergency medical condition at least until the patient's condition has been stabilized. CMS's rules did not specify
"on-call" physician requirements for an emergency department, but provided a subjective standard stating that "on-call" hospital schedules should meet the hospital's and
community's needs. Although we believe that our hospitals comply with EMTALA, we cannot predict whether CMS will implement new requirements in the future and whether our hospitals will comply with any
new requirements.

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Hospitals participating in the Medicare and some Medi-Cal programs are required to meet specified financial reporting
requirements. Federal and state regulations require submission of annual cost reports identifying medical costs and expenses associated with the services provided by each hospital to Medicare
beneficiaries and Medi-Cal recipients. Annual cost reports required under the Medicare and Medi-Cal programs are subject to routine governmental audits. These audits may result
in adjustments to the amounts ultimately determined to be due to us under these reimbursement programs. Finalization of these audits often takes several years. We can appeal any final determination
made in connection with an audit. DRG outlier payments and other cost report abuses have been and continue to be the subject of audit and adjustment by the Centers for Medicare and Medicaid Services
("CMS").

In
2003, Congress passed legislation to enhance and support Medicare's current efforts in identifying and correcting improper payments. In section 306 of the Medicare
Modernization Act ("MMA"), Congress directed the Department of Health and Human Services ("DHHS") to conduct a three-year demonstration program using Recovery Audit Contractors ("RAC") to
detect and correct improper payments in the Medicare FFS program. In addition, in section 302 to the Tax Relief and Health Care Act of 2006 ("TRHCA"), Congress required DHHS to make the RAC
program permanent and nationwide by no later than January 1, 2010. The RAC program does not detect or correct payments for Medicare Advantage or the Medicare prescription drug benefit.

The
permanent RAC program began in California in July 2009, with the auditors reviewing payments made to California healthcare providers to assure correct payment. Payments deemed
incorrect will be adjusted at the time of audit. These adjustments can be appealed following the guidelines of the program. As of September 30, 2010, several of our hospitals have been
scheduled for audits in fiscal year 2011.

Our
hospitals are subject to audit along with other California hospitals during this upcoming year. Our hospitals have taken steps to assure on-going coding and billing
accuracy, which will also help ensure successful RAC audits.



All of our hospitals are subject to compliance with various federal, state and local statutes and regulations. Our hospitals must also
comply with the conditions of participation and licensing requirements of federal, state and local health agencies, as well as the requirements of municipal building codes, health codes and local fire
departments. Various other licenses and permits
also are required in order to dispense narcotics, operate pharmacies, handle radioactive materials and operate certain equipment. We believe our health care facilities hold all required governmental
approvals, licenses and permits material to the operation of our business.

Hospitals
are subject to periodic inspection by federal, state, and local authorities to determine their compliance with applicable regulations and requirements necessary for licensing
and certification. All of our hospitals are licensed under appropriate state laws and are qualified to participate in Medicare and Medi-Cal programs. In addition, our Alta hospitals are
accredited by the Joint Commission, and Brotman Hospital is accredited by the Centers for Medicare and Medicaid Services ("CMS"), and is in the process of seeking accreditation by DNV
Healthcare, Inc. Both accreditations indicate that a hospital satisfies the applicable health and administrative standards to participate in Medicare and Medi-Cal programs. If any
of our facilities were to lose its accreditation or otherwise lose its certification under the Medicare and Medi-Cal programs, the hospital may be unable to receive reimbursement from the
Medicare and Medi-Cal program and other payors. We believe that our hospitals are in substantial compliance with current applicable federal, state, local and independent review body
regulations and standards. The requirements for licensure, certification and accreditation

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are
subject to change and, in order to remain qualified, it may become necessary for us to make changes in our facilities, equipment, personnel and services in the future, which could have a material
adverse impact on operations.



In 2003, Congress enacted section 306 of the MMA, which directed the Department of Health and Human Services to conduct a three
year demonstration program using Recovery Audit Contractors ("RACs") to identify overpayments and underpayments in the Medicare Fee-For-Service program, as a means of fighting
fraud, waste and abuse in the Medicare program. The demonstration project operated in New York, Massachusetts, Florida, South Carolina and California and ended on March 27, 2008. In 2006,
Congress enacted the Tax Relief and Health Care Act of 2006, which established a permanent and national RAC program that became effective on January 1, 2010. The RACs review hospitals,
physician practices, nursing homes, home health agencies, durable medical suppliers and any other provider or supplier that bills Medicare Parts A and B. The RACs will review claims on a
post-payment basis and conduct both automated (no medical record needed) and complex (medical record required) reviews for claims paid after October 1, 2007. CMS and the RAC
contractors are currently in the process of phasing in the program. Reviews by the RACs may result in a determination that there have been overpayments by Medicare to facility and recoupment by
Medicare of such overpayment amounts, plus interest and potential penalties. As of September 30, 2010 several of our hospitals have been scheduled for audits in fiscal year 2011.



In 2002, the National Quality Form published "Serious Reportable Events in Healthcare: A Consensus Report" that identified 27 adverse
events that were "serious, largely preventable and of concern to both the public and healthcare providers." This list (and subsequent revisions) became known as "never events." Historically, Medicare
did not distinguish between costs that resulted from patient treatment as opposed to costs that resulted from an adverse event that occurred in the hospital. Section 5001(c) of the Deficit
Reduction Act of 2005 required CMS to identify conditions that were high cost or volume or both, resulted in assignment to a DRG that had a higher payment when present as a secondary diagnosis, and
that could have reasonably been prevented. As a result, CMS has developed a list of hospital acquired conditions (such as foreign object retained after surgery, Stage III and IV
pressure ulcers and catheter-associated urinary tract infections) that are denied higher Medicare payments. In addition, CMS has developed a list of non-covered services that relate
to adverse events (e.g., surgery on the wrong body part or correct procedure on the wrong patient) for which the hospital will not be reimbursed. The hospital will be at risk for decreased
reimbursement if certain adverse events or hospital acquired conditions occur.



California is one of many states that have adopted strict reporting requirements for adverse events in general acute-care
hospitals (and psychiatric and special hospitals) and initiated penalties for failure to report and for deficiencies identified as situations where the "noncompliance caused or was likely to cause
serious harm or death to the patient" (known as "immediate jeopardy" deficiencies). Health and Safety Code section 1279.1 mandates that a health facility report an adverse event (as delineated
in the statute) to the Department of Public Health within five days of the date the adverse event is detected or within one day if the issue is an ongoing or emergent threat to a patient, personnel or
visitors' welfare, health or safety. Failure to report an adverse event may result in fines of up to $100 per day for each day the event is not reported. If the Department of Public Health issues a
deficiency that constitutes immediate jeopardy, the hospital will be responsible for submitting a plan of correction and the Department of Public Health may assess an administrative penalty. Effective
January 1, 2009,

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Health
and Safety Code Section 1280.1(d) provides that the amount of the administrative penalty for immediate jeopardy shall be up to $50,000 for the first administrative penalty, up to $75,000
for the second subsequent immediate jeopardy violation and up to $100,000 for the third and every subsequent violation. The statute further provides that an administrative penalty issued after three
years from the date of the last immediate jeopardy shall be considered a first administrative penalty as long as the hospital has not received additional immediate jeopardy violations and is
determined to be in substantial compliance with all state and federal licensing laws and regulations. The hospital will be at
risk for administrative penalties if adverse events occur. The hospital will also be at risk for further oversight from state and federal regulators.



Federal law contains numerous provisions designed to ensure that services rendered by hospitals to Medicare and Medi-Cal
patients meet professionally recognized standards, are medically necessary and that claims for reimbursement are properly filed. These provisions include a requirement that a sampling of admissions of
Medicare and Medi-Cal patients must be reviewed by peer review organizations, which review the appropriateness of Medicare and Medi-Cal patient admissions and discharges, the
quality of care provided, the validity of DRG classifications and the appropriateness of cases of extraordinary length of stay or cost. Peer review organizations may deny payment for services
provided, or assess fines and also have the authority to recommend to the DHHS that a provider which is in substantial noncompliance with the standards of the peer review organization be excluded from
participation in the Medicare program. Utilization review is also a requirement of most non-governmental managed care organizations.

Medical
and surgical services and practices are extensively supervised by committees of staff doctors at each of our hospitals, are overseen by each facility's local governing board, the
members of which primarily are community members and physicians, and are reviewed by our clinical quality personnel. The local hospital governing board also helps maintain standards for quality care,
develop long-range plans, establish, review and enforce practices and procedures, and approve the credentials and disciplining of medical staff members.



California's Alfred E. Alquist Hospital Facilities Seismic Safety Act (the "Alquist Act") requires that the California Building
Standards Commission adopt earthquake performance categories, seismic evaluation procedures, standards and timeframes for upgrading certain facilities, and seismic retrofit building standards. These
regulations require hospitals to meet seismic performance standards to ensure that they are capable of providing medical services to the public after an earthquake or other disaster. The Building
Standards Commission completed its adoption of evaluation criteria and retrofit standards in 1998. The Alquist Act requires that within three years after the Building Standards Commission had adopted
evaluation criteria and retrofit standards:



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We were required to conduct engineering studies at our hospitals to determine whether and to what extent modifications to the hospital facilities will be
required. We believe that our hospitals satisfy all current requirements; however, we may be required to make significant capital expenditures in the future to comply with the seismic standards, which
could impact our earnings.

OSHPD
is currently implementing a new voluntary program to re-evaluate the seismic risk of hospital buildings classified as Structural Performance Category
("SPC-1"). These buildings are considered hazardous and at risk of collapse in the event of an earthquake and must be retrofitted, replaced or removed from providing acute care services by
January 1, 2013. OSHPD is using HAZUS, a state-of-the-art methodology, to reassess the seismic risk of SPC-1 buildings and those that are
determined to pose a low seismic risk may be reclassified to SPC-2. The SPC-2 buildings would have until January 1, 2030 to comply with the structural seismic safety
standards. Any buildings that are denied reclassification will remain in the SPC-1 category, and must meet seismic compliance standards by January 1, 2013, unless further extensions
are granted. Participation in the HAZUS program is optional for hospital owners wishing to have their SPC-1 building(s) re-evaluated. We have applied for a HAZUS
re-evaluation of the seismic risk for Hollywood Community Hospital, Los Angeles Community Hospital, Norwalk Community Hospital and Brotman. Our Van Nuys Community Hospital is exempt from
the seismic retrofitting guidelines because psychiatric hospitals are exempt from seismic retrofitting. The current status of the re-evaluation is as follows:



Furthermore,
the Alquist Act permits OSHPD to grant an extension to acute care hospitals that lack the financial capacity to meet the January 1, 2013 retrofit deadline, and
instead, requires them to replace those buildings by January 1, 2020. Brotman has been approved for this extension.

Pursuant
to the Alquist Act, hospital buildings not in compliance by their applicable deadlines may be subject to loss of licensure. Unless the noncompliant hospital places its license
in voluntary suspense, the Department of Public Health may suspend or refuse to renew the license of a hospital that has received a notice of violation. However, the license may be reinstated or
renewed upon presentation to the Department of Public Health of a written notice of compliance.



California has adopted legislation regarding the sale or other disposition of hospitals operated by
not-for-profit entities. The California attorney general has demonstrated an interest in these transactions under its general obligations to protect charitable assets. These
legislative and administrative efforts primarily focus on the appropriate valuation of the assets divested and the use of the proceeds of the sale by the not-for-profit seller.
These reviews and, in some instances, approval

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processes
can add additional time to the closing of a not-for-profit hospital acquisition. Future actions by state legislators or attorneys general may seriously delay or even
prevent our ability to acquire certain hospitals.



Our hospitals and certain affiliated physician organizations generate medical waste that must be disposed of in compliance with
federal, state and local environmental laws, rules and regulations. Our operations, as well as our purchases and sales of hospitals, are also subject to compliance with various other environmental
laws, rules and regulations. Such compliance costs are not significant and we do not anticipate that such compliance costs will be significant in the future.



Federal regulations issued pursuant to the Health Insurance Portability and Accountability Act ("HIPAA") contain, among other measures,
provisions that require us to implement very significant and potentially expensive new computer systems, employee training programs and business procedures. The federal regulations are intended to
protect the privacy of healthcare information and encourage electronic commerce in the healthcare industry. Our hospitals and affiliated physician organizations are covered entities subject to these
regulations. As a business associate of such entities and contracted health plans, we are also subject to many HIPAA requirements pursuant to a business associate contract required between covered
entities and their business associates and now, because of Health Information Technology for Economic and Clinical Health Act (the "HITECH Act"), directly under HIPAA. HITECH amended HIPAA, which
previously applied
only to "covered entities" (i.e., healthcare providers, insurers, and clearinghouses), to now apply directly to business associates, who previously were
subject only to contractual liability to covered entities under business associate agreements. As a result, business associates will have to institute the same formalized HIPAA compliance programs
that covered entities must, including detailed written policies, training programs, dedicated personnel, and board oversight. We are also subject to California's privacy laws regarding privacy of
medical information.

Among
other things, HIPAA requires healthcare facilities to use standard data formats and code sets established by DHHS when electronically transmitting information in connection with
several transactions, including health claims and equivalent encounter information, healthcare payment and remittance advice and health claim status. We have implemented or upgraded computer system
utilizing a third party vendor, as appropriate, at our facilities and at our corporate headquarters to comply with the new transaction and code set regulations and have tested these systems with our
payors.

HIPAA
also requires DHHS to issue regulations establishing standard unique health identifiers for individuals, employers, health plans and healthcare providers to be used in connection
with the standard electronic transactions. All healthcare providers, including our facilities, were required to obtain a new National Provider Identifier to be used in standard transactions instead of
other numerical identifiers beginning no later than May 23, 2007. Our facilities have fully implemented use of the Employer Identification Number as the standard unique health identifier for
employers without experiencing any payment delays during the transition.

HIPAA
regulations also require our facilities to comply with standards to protect the confidentiality, availability and integrity of patient health information, by establishing and
maintaining reasonable and appropriate administrative, technical and physical safeguards to ensure the integrity, confidentiality and availability of electronic health and related financial
information. The security standards were designed to protect electronic information against reasonably anticipated threats or hazards to the security or integrity of the information and to protect the
information against unauthorized use or disclosure. The security standards require our facilities to implement business

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procedures
and training programs, though the regulations do not mandate use of a specific technology. We have performed comprehensive security risk assessments and are currently in the remediation
process for the systems/devices that have been identified as having the highest levels of vulnerability. This will be an ongoing process as we update, upgrade, or purchase new systems technology.

DHHS
has also established standards for the privacy of individually identifiable health information. These privacy standards apply to all health plans, all healthcare clearinghouses and
healthcare providers, such as our facilities, that transmit health information in an electronic form in connection with standard transactions, and apply to individually identifiable information held
or disclosed by a covered entity in any form. These standards now also apply to us in our capacity as a business associate of such covered entities. These standards impose extensive administrative
requirements on us and our facilities and require compliance with rules governing the use and disclosure of this health information,
and they require our facilities to impose these rules, by contract, on any business associate to whom we disclose such information in order for them to perform functions on our facilities' behalf. In
addition, our facilities will continue to remain subject to California's privacy laws that are in many instances more restrictive than the privacy regulations issued under HIPAA. California's privacy
laws could impose additional penalties.

The
restrictions under HIPAA and California's privacy laws have over the years been strengthened and penalties for their breach increased. HITECH greatly enhanced HIPAA's patient privacy
and security obligations. HITECH and HIPAA require correspondingly intensive compliance efforts by providers and suppliers, including self-disclosures of breaches to federal officials and
a fining system. "Snooping" by covered entity personnel constitutes a breach of HIPAA. These anti-snooping provisions present operational challenges to healthcare providers, including us.
HITECH also amends HIPAA to create new enforcement provisions and expanded civil and criminal penalties. The net effect of these amendments is to make HIPAA a more encompassing regulatory scheme for
patient privacy. California legislation enacted effective January 1, 2009 mirrors the HIPAA changes enacted by HITECH. The California legislation has more stringent anti-snooping
provisions than those enacted by HITECH, contains mandatory breach notice rules applicable to us and enhances penalties for noncompliance. Compliance with these standards requires significant
commitment and action by us.



Federal and state antitrust laws prohibit agreements in restraint of trade, price-fixing, division of markets, the exercise of monopoly
power and other practices that are considered to be anti-competitive. We must structure and operate our business activities and select and implement our Medical Group and hospital
acquisitions in a manner which conforms with antitrust laws. If any of our current or newly acquired Medical Groups were determined to be competitors with one another, it is possible that their common
management by us could be claimed to lead to sharing of pricing information or coordinated price negotiations that could be prohibited under antitrust laws. Government authorities have also challenged
Medical Groups under the antitrust laws if the Medical Groups negotiate prices on behalf of their physician members with PPOs or insurance companies on a non-capitated
(e.g. fee-for-service) basis. If one or more of our Medical Groups were to negotiate PPO prices in such a manner, they could be subject to an antitrust challenge. While
we believe that we are in material compliance with federal and state antitrust laws, if we were found to be in violation of these laws, we could be subject to significant financial penalties, possible
divestiture of certain assets and a possible injunction that could disrupt our business operations or require a restructuring of our physician relationships.

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The California Department of Managed Health Care ("DMHC") is responsible for licensing and regulating health plans in California under
the Knox-Keene Health Care Service Plan Act of 1975 (the "Knox-Keene Act").

Our
affiliated physician organizations contract with HMOs to provide physician and certain ancillary services to the HMO enrollees. The Knox-Keene Act imposes numerous
requirements on health plans regarding the provision of care to health plan enrollees. HMOs, in turn, require their contracted physician organizations to comply with those requirements where
applicable. Health plans also require their contracted physician organizations to ensure compliance with applicable Knox-Keene Act requirements on the part of the organizations'
sub-contracted physicians. Thus, our physician organizations are indirectly subject to many of the requirements of the Knox-Keene Act. While health plans are bound by the
provisions of the Knox-Keene Act directly, our physician organizations are indirectly bound by many of these same provisions as embodied in their contracts with the health plans.

Our
affiliated physician organizations typically enter into contracts with HMOs, pursuant to which the affiliated physician organizations are paid on a capitated (per member/per month)
basis. Under capitation arrangements, health care providers bear the risk, subject to specified loss limits, that the total costs of providing medical services to members will exceed the premiums
received. Because they are compensated on a prepaid basis in exchange for providing or arranging for the provision of health care services to assigned patients, the physician organizations may be
deemed, under state law, to be in the business of insurance. If the physician organizations are deemed to be insurers, they will be subject to a variety of regulatory and licensing requirements
applicable to insurance companies or HMOs, resulting in increased costs and corresponding reduced profitability.

In
addition to state regulations, HMOs which contract with the Medicare program under Medicare Advantage, as well as their subcontracting Medical Groups, such as ours, are subject to
extensive federal regulations. These regulations govern many aspects of our Medical Groups' operations, including but not limited to, marketing to and enrollment of Medicare beneficiaries into
Medicare Advantage plans, reporting requirements, claims payment, disclosure requirements, and physician compensation. Failure to comply with these regulations could result in the imposition of civil
monetary penalties or other sanctions.



The DMHC has instituted financial solvency regulations mandated by California Senate Bill 260. The regulations are intended to provide
a formal mechanism for monitoring the financial solvency of capitated physician groups. Management believes that our affiliated physician organizations that are subject to these regulations will be
able to comply with them. However, these regulations could limit our ability to use our cash resources, including our ability to make future acquisitions.

Under
the regulations, our affiliated physician organizations are required to comply with specific criteria, including:



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Further,
under these regulations, the DMHC will make public some of the information contained in the reports, including, but not limited to, whether or not a particular physician
organization met each of the criteria.

In
the event we are not able to meet certain of the financial solvency requirements, and fail to meet subsequent corrective action plans, we could be subject to sanction, or limitations
on, or removal of, our ability to do business in California.

Our
cash-to-claims ratio on September 30, 2010, was 2.8.



The government increasingly examines arrangements between health care providers and potential referral sources to ensure that they are
not designed to exchange remuneration for patient referrals, do not violate self-referral laws and do not involve billing fraud. Investigators are increasingly willing to look behind
formalities of business transactions to determine the underlying purpose of payments. Enforcement actions have increased and are highly publicized.

In
addition to investigations and enforcement actions initiated by governmental agencies, we could become the subject of an action brought under the False Claims Act by a private
individual on behalf of the government. Actions under the False Claims Act, commonly known as "whistleblower" lawsuits, are generally filed under seal to allow the government adequate time to
investigate and determine whether it will intervene in the action, and defendant health care providers may have no knowledge of such actions until the government has completed its investigation and
the seal is lifted.

To
our knowledge, we, and our affiliated physician organizations, are not currently the subject of any investigation or action under the False Claims Act. Any such future investigation
or action could result in sanctions and unfavorable publicity that could reduce potential revenues and profitability.



The U.S. health care industry continues to attract much legislative interest and public attention. In recent years, an increasing
number of legislative proposals have been introduced or proposed in Congress and in some state legislatures that would effect major changes in the health care system. Proposals that have been
considered include changes in Medicare, Medi-Cal and other programs, cost controls on hospitals and mandatory health insurance coverage for employees. The costs of implementing some of
these proposals would be financed, in part, by reduction of payments to health care providers under Medicare, Medi-Cal, and other government programs. We cannot predict the course of
future health care legislation or other changes in the administration or interpretation of governmental health
care programs. However, future legislation, interpretations, or other changes to the health care system could reduce our revenues and profitability.

Regulatory Compliance Program

It is our policy to conduct our business with integrity and in compliance with the law. We have a Code of Conduct which applies to all
directors, officers, employees and consultants, and a confidential disclosure program to enhance the statement of ethical responsibility expected of our employees and business associates who work in
the accounting, financial reporting, and asset management areas of our company.

Our
hospitals have in place and continue to enhance a company-wide compliance program which focuses on all areas of regulatory compliance including billing, reimbursement and
cost reporting practices. This regulatory compliance program is intended to help ensure that high standards of conduct are maintained in the operation of our business and that policies and procedures
are implemented so that employees act in full compliance with all applicable laws, regulations and company

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policies.
Specific written policies, procedures, training and educational materials and programs, as well as auditing and monitoring activities have been prepared and implemented to address the
functional and operational aspects of our business. Included within these functional areas are materials and activities for business sub-units, including laboratory, radiology, pharmacy,
emergency, surgery, observation, home health, skilled nursing, and clinics. Specific areas identified through regulatory interpretation and enforcement activities have also been addressed in our
program. Claims preparation and submission, including coding, billing, and cost reports, comprise the bulk of these areas. Financial arrangements with physicians and other referral sources, including
compliance with anti-kickback and Stark laws, emergency department treatment and transfer requirements, and other patient disposition issues are also the focus of policy and training,
standardized documentation requirements, and review and audit. Another focus of the program is the interpretation and implementation of the HIPAA standards for privacy and security.

Under
the regulatory compliance program, every employee, certain contractors involved in patient care, and coding and billing, receive initial and periodic legal compliance and ethics
training. In addition, we regularly monitor our ongoing compliance efforts and develop and implement policies and procedures designed to foster compliance with the law. The compliance program also
includes a mechanism for employees to report, without fear of retaliation, any suspected legal or ethical violations to their supervisors, designated compliance officers in our hospitals, our
compliance hotline or directly to our corporate compliance office. There can be no assurances, however, that our regulatory compliance program will prevent us from being subject to any public or
private regulatory actions, claims or investigations.

Insurance

We maintain general liability, umbrella liability, property, crime, fiduciary, corporate counsel, automobile and workers' compensation
insurance, directors and officers insurance and employment practices liability insurance. Our annual policy limits are $1,000,000 per occurrence and $3,000,000 in the aggregate for general liability
coverage, $5,880,000 for property coverage and $8,000,000 for business interruption coverage with total insured value of $13,880,000, $2,000,000 for crime coverage, $2,000,000 for fiduciary coverage,
$2,000,000 for corporate counsel coverage, $1,000,000 for automobile coverage, the amounts required by state law for workers' compensation, $5,000,000 for employment practices liability and $8,000,000
in the aggregate for directors and officers liability, and Side A DIC Coverage in the amount of $7,000,000. The umbrella policy limits of $3,000,000 operate as excess limits over the underlying
general liability and automobile liability coverage.

As
a result of the merger agreement with Ivy Holdings Inc. and Ivy Merger Sub Corp., the Directors & Officers liability, employment practices liability, side A and
fiduciary liability policies will be placed into run-off coverage effective at the close of the transaction. The run-off policy period will be six years from the close of
transaction, and a new set of policy aggregate limits will be provided. New policies for Directors & Officers liability, employment practices liability, side A and fiduciary liability coverage
will be in effect for the new entity effective on the transaction date close. The new policies will be issued with limits of $8,000,000 Directors & Officers liability, $5,000,000 employment
practices, $7,000,000 side A and $2,000,000 fiduciary liability coverage.

Our
affiliated physician organizations, Prospect Professional Care Medical Group, Inc., AMVI/Prospect Health Network, Nuestra Familia Medical Group, Inc., Prospect Health
Source Medical Group, Inc., Prospect NWOC Medical Group, Inc., StarCare Medical Group, Inc., Genesis HealthCare of Southern California, Inc., A Medical Group, Prospect
Medical Group, Inc., Pomona Valley Medical Group, Inc. and Upland Medical Group, a Professional Medical Corporation maintain managed care errors and omissions insurance (professional
liability) in a minimum coverage amount of $2,000,000 per claim and $5,000,000 in the aggregate. The individual physicians who contract with the Affiliates carry their own medical malpractice
insurance. Under the Hospital Services segment, Alta purchases

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professional
and general liability insurance to cover medical malpractice claims under a claims-made policy.

Our
Alta hospitals maintain professional liability, general liability, property, automobile and workers' compensation insurance. The Alta/Prospect workers' compensation coverage for
October 1, 2009 through September 30, 2010 did not have an aggregate loss limit. The current workers' compensation policy for the period of October 1, 2010 through
September 30, 2011 does not have an aggregate loss
limit. The policy limits are $10,000,000 per occurrence and in the aggregate for the professional and general liability, $38,376,528 for property coverage, $10,356,000 for contents, $2,000,000 for
accounts receivable coverage and $20,000,000 for business interruption coverage, with a total insured value of $70,732,528. In addition to the policy, coverage includes $1,000,000 for automobile
coverage and amounts required by law for workers' compensation. The excess liability policy for Alta operates as excess coverage over the underlying primary automobile liability coverage.

Brotman
Medical Center maintains professional liability, general liability, property, automobile, storage tank liability and workers' compensation insurance. In 2010 and 2009, Brotman
had a commercial occurrence-based insurance policy for workers' compensation claims. In 2005, the policy had a $250,000 deductible per accident with an annual aggregate loss limitation of $1,625,000.
The 2007 policy had a $250,000 loss limitation per accident with an annual aggregate loss limitation of $1,562,000. The professional and general liability limits carried are $1,000,000/$3,000,000 for
the primary policy and $9,000,000/$9,000,000 excess/umbrella coverage. Primary automobile liability coverage is $1,000,000, and storage tank liability coverage is $1,000,000 each incident/$2,000,000
in the aggregate. Property insurance limits are set at $84,373,937 for buildings, $30,981,223 for the contents and $40,480,102 for business income. The umbrella policy provides excess limits over the
primary professional and general liability, automobile and employer's liability policies.

Our
insurance, and the insurance of our affiliated physician organizations, contain customary exclusions and exceptions from coverage. Additionally, we are at risk for our
self-insured retention ("deductible") on certain policies such as $10,000 for our Prospect property policy, $50,000 for our Alta property policy, and $75,000 for the managed care errors
and omissions insurance. Directors & Officers liability and employment practices liability policies have a $150,000 self-insured retention and the hospital's professional/general
liability policy has a $1,000,000 self-insured retention. Brotman has a commercial claims-made insurance policy for malpractice claims in excess of $100,000 per claim with no
annual aggregate. The general liability coverage is occurrence coverage with a $100,000 per occurrence retention and an annual aggregate of $12,000,000. Brotman offers self-insured HMO and
PPO plans to employees. Employee health benefits are administered by a local claims processor based on plan coverage and eligibility guidelines determined by Brotman and collective bargaining
agreements. A commercial insurance policy covers losses in excess of $200,000 per occurrence.

We
believe that the lines and amounts of insurance coverage that we and our affiliated physician organizations maintain, and that we require our contracted physician providers to
maintain, are customary in our industry and adequate for the risks insured. We cannot assure, however, that we will not become subject to claims not covered or that exceed our insurance coverage
amounts.

Employees



General.Our hospitals are staffed by licensed physicians who have been admitted to the medical staffs of individual hospitals. Under
state laws and
other licensing standards, hospital medical staffs are generally self-governing organizations subject to ultimate oversight by the hospital's local governing board. Members of the medical
staffs of our hospitals also often serve on the medical staffs of hospitals not owned by us. Members of our medical staffs are free to terminate their affiliation with our hospitals or admit their
patients to competing hospitals at any time. Although we operate some

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physician
practices and, where permitted by law, employ some physicians, the overwhelming majority of the physicians who practice at our hospitals are not our employees. Nurses, therapists, lab
technicians, facility maintenance workers and the administrative staffs of hospitals, however, normally are our employees. We are subject to federal minimum wage and hour laws and various state labor
laws, and maintain a number of different employee benefit plans.

Although
we will continue our efforts to successfully attract and retain key employees, qualified physicians and other healthcare professionals, the loss of some or all of our key
employees or the inability to attract or retain sufficient numbers of qualified physicians and other healthcare professionals could have a material adverse effect on our business, financial condition,
results of operations or cash flows.

Union Activity and Labor Relations.At September 30, 2010, our Hospital Services operation had a total of 1,806 employees, which
included 923
employees at our four Alta hospitals and 799 employees at Brotman. Of that amount, approximately 5.42% and 78% of the total employee headcount at our Alta and Brotman hospitals, respectively, are
subject to collective bargaining agreements. On or about May 9, 2008 we entered into a new collective bargaining agreement with the SEIU to replace the expired collective bargaining agreement
at Hollywood Community Hospital, which is one of the hospitals under the consolidated group of Alta Hospitals System, LLC. The collective bargaining agreement covers a small number of Hollywood
Community Hospital's employees, and expires on May 9, 2011. We do not anticipate that the agreement we reached in 2008 will have a material adverse effect on the results of our Hospital
Services operations. Brotman has two unionsthe SEIU and CNAcovering approximately 78.0% of the hospital's employees. After months of good faith negotiations, Brotman recently
entered into two new tentative collective bargaining agreements with the SEIU and CNA.



At September 30, 2010, we and our Medical Group subsidiaries had a total of 277 employees. The employees are not subject to any
collective bargaining agreements. We believe that employee relations are good.

Item 1A.    Risk Factors

Our business is subject to a number of risks, including those described below.

Medicare, Medi-Cal, other government-sponsored programs and private third-party payor cost containment efforts and reductions in reimbursement rates could reduce
our hospital revenue and our cash flow.

For the fiscal year ended September 30, 2010, our hospitals derived approximately 80% of their revenue from the Medicare and
Medi-Cal programs. Changes in recent years in the Medicare and Medi-Cal programs, including both fee-for-service and managed care programs, have
resulted in limitations on reimbursement and, in some cases, reduced levels of reimbursement for healthcare services. Payments from federal and state government programs are subject to statutory and
regulatory changes, administrative rulings, interpretations and determinations, requirements for utilization review, and federal and state funding restrictions, all of which could materially increase
or decrease revenue, as well as affect the cost of providing service to patients and the timing of payments to facilities. Future federal and state legislation may further reduce the payments we
receive for our services.

The
State of California has incurred budget deficits in the past few years. As a result, the State has enacted legislation designed to reduce its Medi-Cal expenditures. In
2008 and 2009, the State reduced and/or froze Medi-Cal reimbursement for numerous services, including hospital outpatient services, hospital sub-acute services, and
distinct-part nursing services. In addition, payments to hospitals for

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inpatient
services not furnished under Medi-Cal contracts were reduced. The inpatient reductions do not currently affect our hospitals because our hospitals have contracts with the State
to provide Medi-Cal inpatient services, but these reductions could affect our hospitals if any of our contracts are terminated. All of these limitations are being challenged in court by
the California Hospital Association. The outcome of this litigation is uncertain. A temporary injunction has been issued prohibiting certain of the limitations enacted in 2008 pursuant to Assembly
Bill 1183 from being implemented for services on and after April 6, 2009, and a second temporary injunction has been issued prohibiting certain other limitations enacted in 2009 pursuant to
Assembly Bill X45 from being implemented on or after February 24, 2010 due to the state's failure to comply with federal Medicaid law. The cases are still pending and the preliminary
injunctions are still in place. If the courts ultimately find that the rate reductions were lawful, the Company may be obligated to return to the State the additional amounts paid under the injunction
and future Medi-Cal reimbursement could be reduced.

Additionally,
the State of California has recently enacted legislation affecting reimbursement for inpatient hospital services under Medi-Cal which (a) provides that,
effective July 1, 2010, Medi-Cal payment rates shall be no higher than the rates in effect on January 1, 2010, (b) requires the California Department of Health Care
Services to develop a prospective payment system based on diagnosis-related groups by June 30, 2014, and (c) requires that the payments made to hospitals for services furnished on and
after July 1, 2010 will be reconciled to the amount computed to be due for such services under the new prospective payment system once that system is developed. These changes could have a
significant adverse effect on our hospitals' Medi-Cal revenue.

Furthermore,
the State of California has considered, and/or is considering, various proposals designed to reduce its healthcare-related expenditures. Many of these proposals threaten to
reduce our hospital revenue. The State of California has considered numerous proposals reducing Medi-Cal payments directly to private hospitals in the form of Disproportionate Share
Hospital ("DSH") payments or distressed hospital supplemental payments. In addition, the State of California has considered other proposals that may impact our hospitals' revenue, including reductions
in coverage and reimbursement relating to prescription drugs, AIDS services, family planning services and mental health community-based services, breast and cervical screening,
non-emergency services for individuals without documentation status, dialysis and non-digestive nutrition services. The State of California has also considered the reduction of
funding for counties to pay local hospitals for uncompensated care, the elimination of funding to Institutions of Mental Disease for ancillary health services not covered under the federal Medicaid
program and restricting eligibility for or coverage under the Medi-Cal and Healthy Families programs or eliminating the Healthy Families program altogether. These proposals would increase
the number of uninsured individuals or amount of non-covered services, potentially adversely affecting the revenue of our hospitals. The recent California budget included reductions in
funding for the
Medi-Cal mental health managed care program, which could potentially reduce revenues for our hospital in Van Nuys. California continues to explore further reforms to payments to
Medi-Cal managed care plans in light of California's ongoing budget crises.

We
are unable to predict the effect of future state or federal healthcare funding policy changes on our operations. If the rates paid by governmental payors are reduced, if the scope of
services covered by governmental payors is limited, or if we, or one of our hospitals, are excluded from participation in the Medicare or Medi-Cal program or any other government
healthcare program, there could be a material adverse effect on our business, financial condition, results of operations and cash flows.

Employers
have also passed more healthcare benefit costs on to employees to reduce the employers' health insurance expense. This trend has caused the self-pay/deductible
component of healthcare services to become more common. This payor shifting increases collection costs and reduces overall collections.

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During the past several years, major purchasers of healthcare, such as federal and state governments, insurance companies and employers, have undertaken
initiatives to revise payment methodologies and monitor healthcare costs. As part of their efforts to contain healthcare costs, purchasers increasingly are demanding discounted fee structures or the
assumption by healthcare providers of all or a portion of the financial risk through prepaid capitation arrangements, often in exchange for exclusive or preferred participation in their benefit plans.
We expect efforts to impose greater discounts and more stringent cost controls by government and other payors to continue, thereby reducing the payments we receive for our services. In addition, these
payors have instituted policies and procedures to substantially reduce or limit the use of inpatient services. The trends may result in a reduction from our historical levels in per patient revenue
received by our hospitals and affiliated physician organizations.

In our hospital segment, the continued growth of uninsured and underinsured patients or further deterioration in the collectability of the accounts of such patients could
harm our results of operations.

Like others in the hospital industry, we have experienced large provisions for bad debts, totaling $29,900,000 or 10.7% of total net
patient revenue for fiscal 2010, due to a growth in self-pay volume. Although we continue to seek ways of improving collection efforts and implementing appropriate payment plans for our
services, if we experience growth in self-pay volume and revenue, our results of operations could be adversely affected.
Further, our ability to improve collections for self-pay and other patients may be limited by statutory, regulatory and investigatory initiatives, including private lawsuits directed at
hospital charges and collection practices for uninsured and underinsured patients. The principal collection risks for our accounts receivable include uninsured patient accounts and to patient accounts
for which the primary insurance carrier has paid the amounts covered by the applicable agreement but patient responsibility amounts (e.g., deductibles, co-payments and other amounts
not covered by insurance) remain outstanding. The amount of our provision for doubtful accounts is based upon our assessment of historical cash collections and accounts receivable
write-offs, expected net collections, business and economic conditions, trends in federal, state and private employer healthcare coverage and other collection indicators. If we continue to
experience significant levels of uninsured and underinsured patients, and bad debt expenses, our results of operations could be negatively impacted.

Because our hospitals are obligated to provide care in certain circumstances regardless of whether we will get paid for providing such care, if the number of uninsured
patients treated at our hospitals increases, our results of operations may be harmed.

In accordance with our Code of Business Conduct and Ethics, as well as EMTALA, we provide a medical screening examination to any
individual who comes to our hospitals while in active labor and/or seeking medical treatment (whether or not such individual is eligible for insurance benefits and regardless of their ability to pay)
to determine if such individual has an emergency medical condition. If it is determined that such person has an emergency medical condition, we provide further medical examination and treatment as is
required in order to stabilize the patient's medical condition, within the facility's capability, or arrange for transfer of such individual to another medical facility in accordance with applicable
law and the treating hospital's written procedures. If the number of indigent and charity care patients with emergency medical conditions we treat increases significantly, our results of operations
may be negatively impacted.

Decreases in the number of HMO enrollees using our Medical Group networks could reduce our profitability and inhibit future growth.

During recent periods, the number of HMO enrollees using our physician networks has declined (exclusive of increases resulting from our
managed contracts), and management currently anticipates that this trend will continue. The profitability and growth of our business depends largely on the

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number
of HMO members who use our physician networks. We seek to maintain and increase the number of HMO enrollees using our physician networks by partnering with HMOs with which our affiliated
physician organizations have contracts. If we are not successful, we may not be able to maintain or achieve profitability. For the years ended September 30, 2010 and 2009, our Medical Group
segment saw a decrease in the number of HMO enrollees, using our physician networks of approximately 10,300 and 12,000, respectively. Estimated revenue reductions associated with the enrollment
decreases for those periods were approximately $3,200,000 and $4,200,000, respectively. These fiscal year estimates assume that enrollment decreased ratably during the indicated periods and, as such,
represent approximately 50% of the lost revenue that will be experienced in subsequent periods, when the enrollment decline is in effect for the whole period.

Substantially all of our Medical Group segment revenues are generated from contracts with a limited number of HMOs, and if we were to lose HMO contracts or to renew HMO
contracts on less favorable terms, our revenues and profitability could be significantly reduced.

With the consolidation of HMOs, there are a limited number of HMOs doing business in California, which magnifies the risk of loss of
any one HMO contract. The potential for risk is also magnified because HMO contracts often have only a one-year term, may be terminated with cause upon short notice, and, upon renewal, are
subject to annual negotiation of capitation rates, covered benefits and other terms and conditions.

We
are particularly at risk with respect to the potential loss or renewal on less favorable terms of contracts that we have with five of these HMOs due to the concentration of revenue
with these HMOsPlan A, Plan B, Plan C, Plan D, and Plan E. For the fiscal year ended September 30, 2010, contracts with our five largest HMOs
accounted for approximately 67% of our enrollment and approximately $144,599,000, or 72% of our total capitation revenue. The loss of contracts with any one of these HMOs could significantly reduce
our revenues and profitability.

We
have one-year automatically renewable contracts with most contracted HMOs, including our largest HMO customers discussed above, whereby such contracts are automatically
renewed, unless either party provides the other party with four to six months' notice (prior to the expiration of the term) of such party's intent not to renew. Under limited circumstances, the HMOs
may immediately terminate the contracts for cause; otherwise, termination for cause requires one to three months' prior written notice with an opportunity to cure. There can be no assurance that we
will be able to renew any of these contracts or, if renewed, that they will contain terms favorable to us.

In our Medical Group segment, risk-sharing arrangements that our Medical Groups have with HMOs and hospitals could result in their costs exceeding the
corresponding revenues, which could reduce or eliminate any shared risk profitability.

Most of our affiliated physician organizations' agreements with HMOs and hospitals contain risk-sharing arrangements under
which the affiliated physician organizations can earn additional compensation by coordinating the provision of quality, cost-effective healthcare to enrollees, but they may also be
required to assume a portion of any loss sustained from these arrangements, thereby reducing our net income. Risk-sharing arrangements are based upon the cost of hospital services or other
services for which our physician organizations are not capitated. The terms of the particular risk-sharing arrangement allocate responsibility to the respective parties when the cost of
services exceeds the related revenue, which results in a "deficit," or permit the parties to share in any "surplus" amounts when actual costs are less than the related revenue. The amount of
non-capitated and hospital costs in any period could be affected by factors beyond our control, such as changes in treatment protocols, new technologies, longer lengths of stay by the
patient and inflation. To the extent that such non-capitated and hospital costs are higher than anticipated, revenue may not be sufficient to cover the risk-sharing deficits
they are responsible for, which could reduce our revenues and profitability. It is our

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experience
that "deficit" amounts for hospital costs are applied to offset any future "surplus" amount we would otherwise be entitled to receive. We have historically not been required to reimburse
the HMOs for any hospital cost deficit amounts. Most of our contracts with HMOs specifically provide that we will not have to reimburse the HMO for hospital cost deficit amounts.

HMOs
often insist on withholding negotiated amounts from professional capitation payments, which the HMOs are permitted to retain, in order to cover our share of any
risk-sharing deficits; and hospitals may demand cash settlements of risk-sharing deficits as a "quid pro quo" for joining in these arrangements. Net risk-pool
deficits were approximately $3,808,000 and $6,217,000, for the fiscal years ended September 30, 2010 and 2009, respectively.

To
date, we have not suffered significant losses due to hospital risk arrangements other than offsets (for deficit amounts) against any future surpluses we otherwise would have received.
Whenever possible, we seek to contractually reduce or eliminate our affiliated physician organizations' liability for risk-sharing deficits. Notwithstanding the foregoing,
risk-sharing deficits could have a significant impact on our future profitability.

The operating results of our Medical Group segment could be adversely affected if our actual healthcare claims exceed our reserves.

At certain times in our history, we have not had adequate cash resources to retire one hundred percent of our incurred but not reported
("IBNR") medical claims. As of September 30, 2010 and 2009, we had sufficient cash to fully retire our estimated accrued medical claims and other healthcare costs payable of approximately
$14,852,000 and $16,824,000, respectively.

Historically,
we have been able to satisfy our claims payment obligations each month out of cash flows from operations and existing cash reserves. However, in the event that our revenues
are substantially reduced due to a loss of a significant HMO contract or other factors, our cash flow may not be sufficient to pay off claims on a timely basis, or at all. If we are unable to pay
claims timely we may be subject to HMO de-delegation wherein the HMO would take away our claims processing functions and perform the functions on our behalf, charging us a fee per
enrollee, a requirement by the HMO to comply with a corrective action plan, and/or termination of the HMO contract, which could have a material adverse effect on our operations and results of
operations.

We
estimate the amount of our reserves for submitted claims and IBNR claims primarily using standard actuarial methodologies based upon historical data. The estimates for submitted
claims and IBNR claims liabilities are made on an accrual basis, are continually reviewed and are adjusted in current operations as required. Given the uncertainties inherent in such estimates, the
reserves could materially understate or overstate our actual liability for claims payable. Any increases to these prior estimates could adversely affect our results of operations in future periods.

In our Medical Group segment, we may be exposed to liability or fail to estimate IBNR claims accurately if we cannot process any increased volume of claims accurately and
timely.

We have regulatory risk for the timely processing and payment of claims. If we are unable to handle increased claims volume, or if we
are unable to pay claims timely we may become subject to an HMO corrective action plan or de-delegation until the problem is corrected, and/or termination of the HMO agreement, which could
have a material adverse effect on our operations and profitability. In addition, if our claims processing system is unable to process claims accurately, the data we use for our IBNR estimates could be
incomplete and our ability to accurately estimate claims liabilities and establish adequate reserves could be adversely affected.

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The profitability of our Medical Group segment may be reduced or eliminated if we are not able to manage our healthcare costs effectively.

Our success depends in large part on our effective management of healthcare costs incurred by our affiliated physician organizations
and controlling utilization of specialty and ancillary care, and by contracting with our independent physicians at competitive prices.

We
attempt to control the healthcare costs of our HMO enrollees through capitated and discounted fee-for-service contracts, by emphasizing preventive care,
entering into risk-sharing agreements with HMOs at hospitals that have favorable rate and utilization structures, and requiring prior authorization for specialist physician referrals. If
we cannot maintain or improve our management of healthcare costs, our business, results of operations, financial condition, and ability to satisfy our obligations could be adversely affected.

Under
all current HMO contracts, our affiliated physician organizations accept the financial risk for the provision of primary care and specialty physician services, and some ancillary
healthcare services. If we are unable to negotiate favorable contract rates with providers of these services, or if our affiliated physician organizations are unable to effectively control the
utilization of these services, our profitability would be negatively impacted. Our ability to manage healthcare costs is also diminished to the extent that we are unable to sub-capitate
the specialists in our service areas at competitive rates. To the extent that our HMO enrollees require more frequent or extensive care, our operating margins may be reduced and the revenues derived
from our capitation contracts may be insufficient to cover the costs of the services provided.

The revenue and profitability of our Medical Group segment could be significantly reduced and could also fluctuate significantly from period to period under Medicare's Risk
Adjusted payment methodology.

In calendar 2004, CMS began a four-year phase-in of a revised compensation model for Medicare beneficiaries
enrolled in Medicare Advantage plans. Previously, monthly capitation revenue was based primarily on age, sex and location.

The
CMS revised payment model seeks to compensate Medicare managed care organizations based on the health status of each individual enrollee. Health plans/Medical Groups with enrollees
that can be proven to require more care will receive higher compensation, and those with enrollees requiring less care will receive less. This is referred to by CMS as "Risk Adjustment."

Increased
numbers of office visits by members, and submission of encounter data is required in order to receive incremental revenue, or not lose revenue for any given member. This
requires a great deal of continuous effort on our part, and cooperation on the part of our contracted physicians and HMO enrollees. We have not always been able to gain this cooperation from the
contracted physicians and enrollees, or devote the resources necessary to obtain incremental Risk Adjustment revenue, or avoid having previously received revenue taken back from us.

Additionally,
because of the time required by CMS to process all of the submitted encounter data from all participating entities, we typically do not find out until the latter part of
the calendar year what adjustments will be made to our Medicare revenue for the prior year, at which time those adjustments to revenue, which have historically been significant, are recorded.

In
fiscal 2010 and 2009, we received approximately $4,000,000 and $4,300,000, respectively, in incremental Risk Adjustment revenue, which was recorded in the respective fiscal fourth
quarter. This adjustment became known, and was recorded, in the fiscal fourth quarter, even though the majority of the adjustment related to earlier periods.

Given
the deadlines for submitting data to CMS, and CMS's processing time in order to calculate these Risk Adjustment revenue changes, we have no way of reliably estimating the impact of
Risk

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Adjustment
until such time as those adjustments are made known by CMS. As such, retroactive Risk Adjustments will be recorded each year in the quarter they become known, notwithstanding that a
significant portion of those adjustments will relate to earlier periods. These adjustments will continue to be significant and could be materially more or less than our estimates.

An increasing portion of our Medical Group revenue is "at risk" and difficult to project, which increases uncertainty regarding future revenues, cash flow projections, and
profitability.

Historically, our Medical Group revenue has primarily consisted of contractually guaranteed capitation revenue from HMOs based on a
fixed per-member-per-month rate. In recent years, new revenue sources including pay for performance, risk-sharing and risk adjustment have increased and
will represent an increasingly significant portion of our total Medical Group revenue. These revenue sources and reimbursement methods are more difficult to project and have a much longer collection
cycle. Pay for performance revenue is paid on an approximate one-year lag basis, and predicated on health plan funding being available as well as on the ability of the organization and its
partner physicians to achieve certain criteria. These performance thresholds are typically in the
areas of clinical measures, patient satisfaction, IT investment, encounter data submission and generic drug utilization. The ultimate receipt of pay for performance monies can vary with our relative
performance in comparison to that of competitor medical groups and our ability to successfully modify physician behavior in these areas. Similarly, risk-sharing and risk adjustment
revenues have more variability and volatility than capitated arrangements and can require a lengthy reconciliation and reimbursement process. As mentioned previously, incremental revenue generated by
both sources involves not only our ability to control medical costs and influence provider and member behavior (i.e., office visits, encounter data submission, etc.), but also is contingent on
certain other factors that are beyond our control.

Our profitability could be adversely affected by any changes that would reduce payments to HMOs under government-sponsored health care programs and recent changes affecting
payments to non-contract hospitals under Medi-Cal Managed Care.

Although our affiliated physician organizations do not directly contract with CMS, during the fiscal years ended September 30,
2010 and 2009, our affiliated physician organizations received approximately $89,736,000 and $89,649,000 or 48% and 46%, respectively, of capitation revenues from HMOs related to contracts with
Medicare, Medi-Cal and other government-sponsored health care programs. Consequently, any change in the regulations, policies, practices, interpretations or statutes adversely affecting
payments made to HMOs under these government-sponsored health care programs could reduce our profitability. The recent California budget included reductions in funding for the Medi-Cal
mental health managed care program, which could potentially reduce revenues for our hospital in Van Nuys. California continues to explore further reforms to payments to Medi-Cal managed
care plans in light of California's ongoing budget crises.

The
State of California enacted legislation in 2008 concerning the amount of payments to providers, including hospitals, for services furnished to Medi-Cal recipients
enrolled in managed care plans with which the provider does not have a contract. Our hospitals furnish such services. Under the legislation, payments are limited to the regional average rate under
Medi-Cal fee-for-service contracts for emergency services and 95% of this rate for post-stabilization services. These payment limits could adversely
affect our hospitals' revenues.

If any of our hospitals lose their Joint Commission and CMS accreditation, such hospitals could become ineligible to receive reimbursement under Medicare or
Medi-Cal.

Our hospitals are accredited, meaning that they are properly licensed under appropriate State laws and regulations, certified under the
Medicare program and accredited by the Joint Commission

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(formerly
known as the Joint Commission on Accreditation of Healthcare Organizations) and CMS Healthcare, Inc. The effect of maintaining accredited facilities is to allow such facilities to
participate in the Medicare and Medi-Cal programs. We believe that all of our healthcare facilities are in material compliance with applicable federal, state, local and independent review
body regulations and standards. However, should any of our healthcare facilities lose their accredited status and thereby lose certification under the Medicare or Medi-Cal programs, such
facilities would be unable to receive reimbursement from either of those programs and our business could be harmed. Because the requirements for accreditation are subject to modification, it may be
necessary for us to effect changes in our facilities, equipment, personnel and services in order to maintain accreditation. Such changes could be expensive and could harm our results of operations.

Controls designed to reduce inpatient services may reduce our hospital revenue.

Controls imposed by third party payors that are designed to reduce admissions and the average length of hospital stays, commonly
referred to as "utilization management," have affected and are expected to continue to affect results for our hospital facilities. Utilization management reviews entail an evaluation of a patient's
admission and course of treatment by healthcare payors. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively impacted by payor-required
pre-admission authorization, utilization reviews and payor pressure to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Efforts to impose
more stringent cost controls are expected to continue. Although we cannot predict the effect these changes will have on our operations, limitations on the scope of services for which we are reimbursed
and/or downward pressure on reimbursement rates and fees as a result of increasing utilization management efforts by payors could have a material adverse effect on our business, financial position and
results of operations.

Relocation of the Brotman emergency room facility in connection with the JHA option will require significant capital and may disrupt operations.

As part of the bankruptcy plan of reorganization for Brotman, replacement financing was secured from JHA West 16, LLC and JHA
East 7, LLC, affiliates of the Los Angeles Jewish Home for the Aging (collectively, "JHA"), and exit financing was secured through Gemino Healthcare Finance, LLC ("Gemino"). The JHA
transaction was comprised of two term debt components, a $16,000,000 tranche secured by assets on the west side of the Brotman campus commonly referred to as "Delmas West" and a $6,250,000 tranche on
the main hospital pavilion on the east side of the property. The $16,000,000 tranche contains an option for JHA to acquire the Delmas West parcel, where JHA plans to construct a senior living
facility, for a purchase price equal to the outstanding debt within 24 months of the effective date of the bankruptcy. In connection with JHA's exercise of its option to purchase the Delmas
West parcel, Brotman will have to relocate its emergency room facilities and other related ancillary services to the main hospital pavilion on the east side of the property. Such relocation could take
up to four years, could involve assistance from the City of Culver City in connection with the possible acquisition of a contiguous property, could cost an estimated $20,000,000 to $25,000,000, which
might require additional debt, and could disrupt operations during periods of construction.

The
JHA West loan is due on April 14, 2011. Brotman has had discussions with JHA regarding an extension of this loan, but has not yet reached any agreement with JHA regarding an
extension. If Brotman is unable to extend or refinance this loan, it may default on such loan. Any default on the loan may have a material adverse effect on Brotman's business and financial condition,
and may adversely affect its ability to continue its business as a going concern. Such default, may also have a material adverse effect on the consolidated financial position and results of the
Company.

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Hospital operations are capital intensive and could prove to be a drain on cash.

Operating a hospital requires a significant continual investment in capital assets, particularly in hospital machinery and equipment.
Due to obsolescence and heavy usage, hospital capital assets may require more frequent replacement, and at a higher cost relative to that in an independent physician association ("IPA"). With
additional acquisitions of hospitals and expansion of our existing facilities, some of which are operating near capacity, the capital investment required to maintain hospital operations at an optimal
level could be significant.

Additionally,
according to the California Hospital Association, 1,022 hospitals statewide would have to be upgraded by the year 2013 to comply with seismic retrofitting guidelines
established by legislation enacted in the 1990s. Hollywood Community Hospital is required to meet applicable compliance standards by January 1, 2013 and Norwalk Community Hospital is required
to meet applicable compliance standards by January 1, 2030. We have applied for a HAZARDS U.S. ("HAZUS") re-evaluation of the seismic risk for Los Angeles Community Hospital and
Brotman. Our Van Nuys Community Hospital is exempt from the seismic retrofitting guidelines because psychiatric hospitals are exempt from seismic retrofitting. (See "Business
DescriptionHealth Care RegulationCalifornia Seismic Standards"). Further, Brotman's relocation of the emergency room facility in connection with JHA's exercise of the
purchase option may negatively impact the HAZUS evaluation process as well as the related OSHPD approval since Brotman will build new facilities in a building that may have seismic issues prior to
HAZUS approval which may complicate the requirements of the approval process. Any upgrading costs we incur in order to comply with seismic retrofitting guidelines for our hospitals may be significant.

If we do not continually enhance our hospitals with the most recent technological advances in diagnostic and surgical equipment, our ability to maintain and expand our
markets will be adversely affected.

Technological advances are continually being made regarding computer-assisted tomography scanners, magnetic resonance imaging
equipment, positron emission tomography scanners and other similar equipment. In order to effectively compete, we must continually assess our equipment needs and upgrade when technological advances
occur. If our hospitals do not invest significantly and stay abreast of technological advances in the healthcare industry, patients may seek treatment from other providers and physicians may refer
their patients to alternate sources.

If we are unable to identify suitable acquisition candidates or to negotiate or complete acquisitions on favorable terms, our prospects for growth could be limited. In
addition, we may not realize the anticipated benefits of any acquisitions that we are able to complete.

Part of our business strategy is to grow through potential acquisitions in order to achieve economies of scale. Although we are
regularly in discussions with potential acquisition candidates, it may be difficult to identify suitable acquisition candidates and to negotiate satisfactory terms with them. If we are unable to
identify suitable acquisition candidates at favorable prices, our ability to grow by acquisition could be limited.

In
addition, to the extent we are successful in identifying suitable acquisition candidates and making acquisitions, these acquisitions involve a number of risks,
including:



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In
particular, our strategy for growth includes strategic acquisitions of hospitals. However, even if we are successful in completing further acquisitions, it may not be possible to
integrate their operations into our operations or it may be difficult and time consuming to integrate the acquired hospitals' management services, information systems, billing and collection systems,
finance department, medical records, and other key administrative functions, while at the same time managing a larger entity with a differing history, business model and culture. Management may be
required to develop working relationships with providers and vendors with whom they have had no previous business experience. Management also may not be able to obtain the necessary economies of
scale. Integration of acquired entities is vital for us to be able to operate effectively and to control variable (staffing) and fixed costs. If we are not successful in integrating acquired
operations on a timely basis, or at all, our business could be disrupted and we may not be able to realize the anticipated benefits of our acquisitions, including cost savings. There may be
substantial unanticipated costs associated with acquisition and integration activities, any of which could result in significant one-time or on-going charges to earnings or
otherwise adversely affect our operating results.

We may not be able to make future acquisitions without obtaining additional financing.

To finance any acquisitions, we may, from time to time, issue additional equity securities or incur additional debt. A greater amount
of debt or additional equity financing could be required to the extent that our common stock fails to achieve or to maintain a market value sufficient to warrant its use in future acquisitions, or to
the extent that acquisition targets are unwilling to accept common stock in exchange for their businesses. Our ability to incur additional debt will be
restricted by our senior secured credit facility and the indenture governing the notes issued under the facility. Even if we were permitted to incur additional debt or determine to sell equity, we may
not be able to obtain additional required capital on acceptable terms, if at all, which would limit our plans for growth. In addition, any capital we may be able to raise could result in increased
leverage on our balance sheet, additional interest and financing expense, and decreased operating income.

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The acquisition of hospitals and subsequent integration with our Medical Group business may prove to be difficult and may outweigh the anticipated benefits of a
hospital-Medical Group combination.

Our core business has historically been that of a healthcare management services company that manages independent physician
associations providing healthcare services to HMO enrollees. In continuing to diversify acquisition targets beyond our Medical Group business, we will be facing a myriad of unique operational,
financial and regulatory issues in a hospital environment that could prove to be a drain on existing resources, and be a significant distraction from other initiatives facing us. For instance,
hospital revenue from Medicare, Medi-Cal and other third parties are tentative in nature and subject to audits by third-party fiscal intermediaries. In addition, acquiring, developing and
integrating facilities may involve significant cash expenditures, expenses and unforeseen liabilities that could have a material adverse effect on our financial condition and results of operation.
Finally, changing legislation on the funding and recognition of hospital revenues could negatively impact financial performance and cause earnings decreases. Moreover, in recent years Congress has
enacted legislation regarding DSH payments revisiting the program's intent and methodologies for calculating payments to hospitals. There have recently been other initiatives proposed to reduce the
overall funding of Medicare and Medi-Cal programs, coupled with increased regulation on the disbursement methodology for such funds. Unfavorable outcomes on such legislation could cause a
reduction in revenues generated as compared to prior years.

Whenever we seek to make an acquisition of an entity that has an HMO contract, the HMO could potentially refuse to consent to the transfer of its contract, and this could
effectively stop the acquisition or potentially deprive us of the revenues associated with that HMO contract if we choose to complete the acquisition without the HMO's consent.

Contracts with HMOs typically include provisions requiring the HMO to consent to the transfer of their contract before effecting any
change in control of the healthcare provider party thereto. As a result, whenever we seek to make an acquisition, such acquisition may be conditioned upon the acquisition candidate's ability to obtain
such consent from the HMOs with which it has contracted. Therefore, an acquisition could be delayed while an HMO seeks to determine whether it will consent to the transfer. While in our experience the
HMOs limit their review to satisfying their regulatory responsibility to ensure that, following the acquisition, the post-acquisition entity will meet certain financial and operational
thresholds, the language in many of the HMO agreements give the HMO the ability to decline to give their consent if they simply do not want to do business with the acquiring entity. If an HMO is
unwilling for any reason to give its consent, this could deter us from completing the acquisition, or, if we complete an acquisition without obtaining an HMO's consent, we could lose the benefits
associated with that HMO's contract.

If we were to lose the services of Sam Lee or other key members of management, we might not be able to replace them in a timely manner with qualified personnel, which could
disrupt our business and reduce our profitability and revenue growth.

Our success depends, in large part, on the skills, experience and efforts of our senior management team and on the efforts, ability and
experience of key members of our local hospital management staffs, including our Chairman and Chief Executive Officer, Sam Lee, who is also Chief Executive Officer of Alta Hospitals
System, LLC; our Chief Financial Officer, Mike Heather; our President of Alta Hospitals Subsidiary, David Topper; and Jeereddi Prasad, M.D., President of our ProMed Entities. In addition to
these individuals, there are a number of other critical members of management whose loss would very negatively impact our operations. If for any reason we were to lose the services of any key member
of management, we would need to find and recruit a qualified replacement quickly to avoid disrupting our business and reducing our profitability and revenue growth. We compete with other companies for
executive talent, and it may not be possible for us to recruit a qualified candidate

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on
a timely basis, or at all. The loss of the services of one or more members of our senior management team or of a significant portion of our local hospital management staffs could significantly
weaken our management expertise and our ability to efficiently deliver healthcare services, which could harm our business.

Our hospitals face competition for medical support staff, including nurses, pharmacists, medical technicians and other personnel, which may increase our labor costs and harm
our results of operations.

We are highly dependent on the efforts, abilities and experience of our medical support personnel, including our nurses, pharmacists
and lab technicians. We compete with other healthcare providers in recruiting and retaining qualified hospital management, nurses and other medical personnel. Hospitals are experiencing a severe
ongoing shortage of nursing professionals, a trend which we expect to continue for some time. If the supply of qualified nurses declines in the markets in which our hospitals operate, it may require
us to enhance wages and benefits to recruit and retain nurses and other medical support personnel or require us to hire expensive temporary personnel, and may result in increased labor expenses and
lower operating margins at those hospitals. California has regulatory requirements to maintain specified nurse-staffing levels. To the extent we cannot meet those levels of staffing, the healthcare
services that we provide in these markets may be reduced. In addition, to the extent that a significant portion of our employee base unionizes, or attempts to unionize, our labor costs could increase.
We cannot predict the degree to which we will be affected by union activity or the future availability or cost of attracting and retaining talented medical support staff. If our general labor and
related expenses increase, we may not be able to raise our rates correspondingly. Our failure to either recruit and retain qualified hospital management, nurses and other medical support personnel or
control our labor costs could harm the results of our operations.

The performance of our hospital business segment depends on our ability to recruit and retain quality physicians.

Physicians generally direct the majority of hospital admissions, and the success of our hospitals depends, therefore, in part on the
number and quality of the physicians on the medical staffs of our hospitals, the admitting practices of those physicians and maintaining good relations with those physicians. Physicians are often not
employees of the hospitals at which they practice and, in many of the markets that we serve, most physicians have admitting privileges at other hospitals in addition to our hospitals. Such physicians
may terminate their affiliation with our hospitals at any time. If we are unable to provide adequate support, personnel or technologically advanced equipment and hospital facilities that meet the
needs of those physicians, they may be discouraged from referring patients to our facilities, admissions may decrease and our operating performance may decline.

Our revenues and profits could be diminished if we lose the services of key primary care physicians.

Substantially all of our Medical Group revenues are derived from our affiliated physician organizations. Key primary care physicians
with large patient enrollment could retire, become disabled, terminate their provider contracts, get lured away by a competing IPA, or
otherwise become unable or unwilling to continue practicing medicine or contracting with our affiliated physician organizations. Enrollees who have been served by such physicians could choose to
enroll with competitors' physician organizations, reducing our revenues and profits. Moreover, we may not be able to attract new physicians into our affiliated physician organizations to replace the
services of terminating physicians.

Physicians
make hospital admitting decisions and decisions regarding the appropriate course of patient treatment, which, in turn, affect hospital revenue. Therefore, the success of our
hospitals depends, in part, on the number and quality of the physicians on the medical staffs of our hospitals, the admitting practices of those physicians and our maintenance of good relations with
those physicians. In

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many
instances, physicians are not employees of our hospitals and, in a number of the markets that we serve, physicians have admitting privileges at other hospitals in addition to our hospitals. If we
are unable to provide adequate support personnel or technologically advanced equipment and facilities that meet the needs of those physicians, they may be discouraged from referring patients to our
facilities and our results of operations could be harmed.

Our ability to control labor and employee benefit costs could be hindered by continued acquisition activity.

As additional acquisitions are completed and our work force continues to grow, maintaining competitive salaries and employee benefits
could prove to be cost prohibitive. The impact of inflation and the challenge of blending different benefit programs into our existing structure could lead to either a significant increase in
compensation expense and reduced profitability, or a reduction in benefits with the potential outcomes of increased turnover and a reduced ability to attract quality employees.

We operate in a highly competitive market; increased competition could adversely affect our revenues.

A number of factors affect our HMO membership levels and patient census at our hospitals. The healthcare industry, including hospitals
and Medical Groups, are highly competitive. In addition to the competition we face for acquisitions and physicians, we must also compete with other hospitals and healthcare providers for patients,
which competition has continued to intensify in recent years. Our hospitals face competition from hospitals inside and outside of their primary service areas, including hospitals that operate newer
facilities or provide more complex services. Patients in our primary service areas may travel to these other hospitals for a variety of reasons. These reasons include physician referrals or the need
for services we do not offer. Patients
who seek services from these other hospitals may subsequently shift their preferences to those hospitals for the services that we provide.

Some
of the hospitals that compete with our hospitals are owned by government agencies or not-for-profit corporations. Tax-exempt competitors may have
certain financial advantages not available to our facilities, such as endowments, charitable contributions, tax-exempt financing, and exemptions from sales, property and income taxes. In
California some government hospitals are permitted by law to directly employ physicians while for-profit hospitals are prohibited from doing so. We also face increasing competition from
physician-owned specialty hospitals and freestanding surgery, diagnostic and imaging centers for market share in high margin services and for quality physicians and personnel.

If
competing healthcare providers are better able to attract patients, recruit and retain physicians, expand services or obtain favorable managed care and other contracts at their
facilities, we may experience a decline in inpatient and outpatient volume levels. Our inability to compete effectively with other hospitals and other healthcare providers could cause local residents
to use other hospitals. If our hospitals are not able to effectively attract patients, our business could be harmed.

In
2005, CMS began making public performance data relating to ten quality measures that hospitals submit in connection with their Medicare reimbursement. If any of our hospitals should
achieve poor results (or results that are lower than our competitors) on these ten quality criteria, patient volumes could decline. In the future, other trends toward clinical transparency may have an
unanticipated impact on our competitive position and patient volume.

The
managed care industry is also highly competitive and is subject to continuing changes in the ways in which services are provided and providers are selected and paid. We are subject
to significant competition with respect to physicians affiliating with our affiliated physician organizations. Some of our competitors have substantially greater financial, technical, managerial,
marketing and other resources and experience than we do and, as a result, may compete more effectively than we can. Companies in other healthcare industry segments, some of which have financial and
other resources greater than we do, may become competitors in providing similar services. We may not be able to

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continue
to compete effectively in this industry. Additional competitors may enter our markets and this increased competition may have an adverse effect on our business, financial condition and
results of operations.

Hospitals with union contracts could experience setbacks from unfavorable negotiations with union members.

Our Hollywood Community Hospital has a collective bargaining agreement with the Service Employees International Union ("SEIU")
involving a small portion of the hospital staff. This agreement, which expires May 9, 2011, specifies employee benefits for those represented by the collective bargaining agreement, including
compensation rates, hours of work, overtime, vacation, holiday, sick, and health and retirement benefits. In addition, Brotman has two unionsthe SEIU and CNAcovering
approximately 78% of the hospital employees. Unsuccessful negotiations between hospital officials and union representatives could have an unfavorable impact on day-to-day
operations of that hospital and any increased costs that we are required to pay pursuant to a new collective bargaining agreement could materially and adversely affect our results of operations.

We may be required to obtain a Knox-Keene license or otherwise restructure our Medical Group segment if the assignable option agreement or our management
services agreements with affiliated physician organizations are deemed invalid under California's prohibition against the corporate practice of medicine.

State laws specify who may practice medicine and limit the scope of relationships, including management agreements and stock purchase
agreements, between medical practitioners and other parties. Under these laws, lay companies, like us and our subsidiaries, are prohibited from practicing medicine, exercising control over the medical
and business aspects of a medical practice and owning stock in a medical corporation, and may be prohibited from sharing in the profits of a medical practice.

While
we exercise control over the ownership of the stock in our affiliated Medical Groups through assignable option agreements, the options are not exercisable by us or by any
non-professional organization, and neither we nor our subsidiaries directly own the stock in our affiliated Medical Groups. Rather, we have the right to designate the physician who will
purchase the capital stock of our affiliated physician organizations. We and our subsidiaries do not employ physicians to provide medical services, exert control over medical decision-making or
represent to the public that we offer medical services. Our subsidiaries have entered into management services agreements with our affiliated physician organizations pursuant to which the physician
organizations reserve exclusive control and responsibility for all aspects of the practice of medicine and the delivery of medical services.

Nevertheless,
it is possible that the California Medical Board, a different regulatory agency or a court could determine that the assignable option agreements, either independently or
coupled with the management services agreements, confer impermissible control over the business and/or medical operations of the affiliated physician groups or their participating physicians, that the
management fee results in profit sharing or that we are the beneficial owner of the Medical Groups' stock in violation of the corporate practice of medicine doctrine. If there were a determination
that the assignable options and/or management services agreements constituted a corporate practice of medicine violation, these arrangements could be deemed invalid, potentially resulting in a loss of
our Medical Group revenues and we, as well as the shareholder nominee, could be subject to criminal or civil penalties or an injunction for practicing medicine without a license or aiding and abetting
the unlicensed practice of medicine. This could also force a restructuring of our Medical Group management arrangements, including possible revisions of the management services agreements, which might
include a modification of the management fee or elimination of any portion of the fee tied to Medical Group profits, and/or establishing an alternative structure, such as obtaining a
Knox-Keene license which would permit us to operate a physician network without being subject to the corporate practice of medicine prohibition.

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There
can be no assurance that such a restructuring would be feasible, or that it could be accomplished within a reasonable time frame without a material adverse effect on our operations and financial
results.

If our assignable option agreements with our physician shareholder nominee of our affiliated physician organizations are deemed invalid under California or federal law, are
terminated as a result of changes in California law or application of Financial Accounting Standards Board policies, it would impact our consolidation of our affiliated physician organizations and
total revenues.

Our financial statements are consolidated and include the accounts of the Company and all majority owned subsidiaries and controlled
Medical Group entities, which control is effectuated through the existence of a call option under which we have the ability to require the holders of all of the voting common stock of the underlying
entities to sell their shares at a fixed nominal price ($1,000) to another designated physician chosen by us. All adjustments considered necessary for a fair presentation of the results as of the date
of, and for the interim periods presented, which consist solely of normal recurring adjustments, have been included. All significant inter-company balances and transactions have been eliminated in
consolidation. In the event of a change in FASB interpretations, a determination by a regulatory agency or a court that the assignable option agreements or the Company's management relationships with
its affiliated Medical Groups are not valid or if there were a change in California or federal law, we may be forced to no longer consolidate the revenues of our affiliated physician organizations.
See "Business DescriptionHealth Care RegulationCorporate Practice of Medicine and Professional Licenses."

In the event our physician shareholder nominee under the assignable option agreements was to file a personal bankruptcy, we may need court approval to replace such
physician nominee under such option agreements.

Under our assignable option agreements with our physician shareholder nominee, we can replace at any time our physician shareholder
nominee for consideration of $1,000. In the event our physician shareholder nominee was to file a personal bankruptcy, we may need court approval to replace such physician nominee under the
option agreements, which may require a significant amount of time, may require payment of an amount much greater than the normal consideration in the option agreements or may not be given by the
bankruptcy court. To the extent we are unable to nominate the physician shareholder, we may lose a certain degree of control over our Medical Groups. In addition, in the event of the bankruptcy of the
sole physician shareholder, our stockholders and creditors could experience delays in recovering the value of the IPA-related collateral held by such physician shareholder or could lose
the value of these assets entirely.

We are subject to extensive government regulation regarding the conduct of our operations. If we fail to comply with any existing or new regulations, we could suffer civil
or criminal penalties or be required to make significant changes to our operations.

Failure to comply with federal and state regulations could result in substantial penalties and changes in business operations.
Companies that provide healthcare services are required to comply with many highly complex laws and regulations at the federal, state and local levels, including, but not limited to, those relating to
the adequacy of medical care, billing for services, patient privacy, equipment, personnel, operating policies and procedures and maintenance of records. We, along with our hospitals and our affiliated
physician organizations, are subject to numerous federal and state statutes and regulations that are applicable to healthcare organizations and businesses generally, including the corporate practice
of medicine prohibition, federal and state anti-kickback laws and federal and state laws regarding the use and disclosure of patient health information. If our business operations are
found to be in violation of any of the laws and regulations to which we are subject, we

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may
be subject to the applicable penalty associated with the violation, including civil and criminal penalties, damages, fines, and increased legal expenses, we may be required to make costly changes
to our business operations, and we may be excluded from government reimbursement programs. The laws and regulations that our hospitals and affiliated physician organizations are subject to are complex
and subject to varying interpretations. Any action against our hospitals or affiliated physician organizations for violation of these laws or regulations, even if we successfully defended against it,
could cause us to incur significant legal expenses and divert management's attention from the operation of our business. All of these consequences could have the effect of reducing our revenues,
increasing our costs, decreasing our profitability and curtailing our growth. Although we believe that we are in compliance with all applicable laws and regulations, if we fail to comply with any such
laws or regulations, we could
suffer civil or criminal penalties, including the loss of licenses to operate our facilities. We could also become unable to participate in Medicare, Medi-Cal, and other federal and state
healthcare programs that significantly contribute to our revenue.

Because
many of the laws and regulations to which we are subject are relatively new or highly complex, in many cases we do not have the benefit of regulatory or judicial interpretation.
In the future, it is possible that different interpretations or enforcement of such laws and regulations could require us to make changes in our facilities, equipment, personnel, services or capital
expenditure programs.

Providers in the hospital industry have been the subject of federal and state investigations and we could become subject to such investigations in the future.

Significant media and public attention has been focused on the hospital industry due to ongoing investigations related to referrals,
cost reporting and billing practices, laboratory and home healthcare services and physician ownership of joint ventures involving hospitals. Both federal and state government agencies have announced
heightened and coordinated civil and criminal enforcement efforts and the Office of the Inspector General of the U.S. Department of Health and Human Services and the U.S. Department of Justice have,
from time to time, established enforcement initiatives that focus on specific areas of suspected fraud and abuse. Recent initiatives include a focus on hospital billing practices.

We
closely monitor our billing and other hospital practices to maintain compliance with prevailing industry interpretations of applicable laws and regulations and we believe that our
practices are consistent with current industry practices. However, government investigations could be initiated that are inconsistent with industry practices and prevailing interpretations of existing
laws and regulations. In public statements, governmental authorities have taken positions on issues for which little official interpretation had been previously available. Some of those positions
appear to be inconsistent with practices that have been common within the industry and, in some cases, have not yet been challenged. Moreover, some government investigations that were previously
conducted under the civil provisions of federal law are now being conducted as criminal investigations under fraud and abuse laws.

We
cannot predict whether we will be the subject of future governmental investigations or inquiries. Any determination that we have violated applicable laws or regulations or even a
public announcement that we are being investigated for possible violations could harm our business.

The healthcare industry is subject to many laws and regulations designed to deter and prevent practices deemed by the government to be fraudulent or abusive.

Unless an exception applies, the portion of the Social Security Act commonly known as the "Stark law" prohibits physicians from
referring Medicare or Medi-Cal patients to providers of enumerated "designated health services" with whom the physician or a member of the physician's immediate family has an ownership
interest or compensation arrangement. Such referrals are deemed to be "self

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referrals"
due to the physician's financial relationship with the entity providing the designated health services. Moreover, many states have adopted or are considering similar legislative proposals,
some of which extend beyond the scope of the Stark law to prohibit the payment or receipt of remuneration for the prohibited referral of patients for designated healthcare services and physician
self-referrals, regardless of the source of the payment for the patient's care.

Companies
in the hospital industry are subject to Medicare and Medi-Cal anti-fraud and abuse provisions, known as the "anti-kickback statute." As a
company in the hospital industry, we are subject to the anti-kickback statute, which prohibits some business practices and relationships related to items or services reimbursable under
Medicare, Medi-Cal and other federal healthcare programs. For example, the anti-kickback statute prohibits hospitals from paying or receiving remuneration to induce or arrange
for the referral of patients or purchase of items or services covered by a federal or state healthcare program. If regulatory authorities determine that any of our hospitals' arrangements violate the
anti-kickback statute, we could be subject to liabilities under the Social Security Act, including:



We
systematically review all of our operations on an ongoing basis and believe that we are in compliance with the Stark law and similar state statutes. When evaluating strategic joint
ventures or other collaborative relationships with physicians, we consider the scope and effect of these statutes and seek to structure the relationships in full compliance with their provisions. We
also maintain a company-wide compliance program in order to monitor and promote our continued compliance with these and other statutory prohibitions and requirements. Nevertheless, if it
is determined that certain of our practices or operations violate the Stark law or similar statutes, we could become subject to civil and criminal penalties, including exclusion from the Medicare or
Medi-Cal programs and loss of government reimbursement. The imposition of any such penalties could harm our business.

We may be subjected to actions brought by the government under anti-fraud and abuse provisions or by individuals on the government's behalf under the False
Claims Act's "qui tam" or whistleblower provisions.

Whistleblower provisions allow private individuals to bring actions on behalf of the government alleging that the defendant has
defrauded the federal government. Defendants found to be liable under the False Claims Act may be required to pay three times the actual damages sustained by the government, plus mandatory civil
penalties ranging between $5,500 and $11,000 for each separate false claim.

There
are many potential bases for liability under the False Claims Act. Liability often arises when an entity knowingly submits a false claim for reimbursement to the federal
government. The False Claims Act defines the term "knowingly" broadly. Although simple negligence will not give rise to liability under the False Claims Act, submitting a claim with reckless disregard
for its truth or falsity constitutes a "knowing" submission under the False Claims Act and, therefore, will give rise to liability. In some cases, whistleblowers or the federal government have taken
the position that providers, who allegedly have violated other statutes, such as the anti-kickback statute and the Stark law, have thereby submitted false claims under the False Claims
Act. In addition, a number of states, including California, have adopted their own false claims provisions as well as their own whistleblower provisions whereby a private party may file a civil
lawsuit in state court. See "Business DescriptionHealth Care RegulationsFalse Claims Act".

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Although
we intend and will endeavor to conduct our business in compliance with all applicable federal and state fraud and abuse laws, many of these laws are broadly worded and may be
interpreted or applied in ways that cannot be predicted. Therefore, we cannot assure you that our arrangements or
business practices will not be subject to government scrutiny or be found to be in compliance with applicable fraud and abuse laws.

We are required to comply with laws governing the transmission, security and privacy of health information that require significant compliance costs, and any failure to
comply with these laws could result in material criminal and civil penalties.

HIPAA and California's patient privacy laws require us to comply with standards regarding the exchange of health information and the
security and privacy of patient medical information within our company and with third parties, such as healthcare providers, business associates and our members. To the extent that state laws impose
stricter privacy standards than HIPAA privacy regulations, HIPAA does not preempt the state standards and laws. The California Medical Information Act, and other California laws contain stringent
privacy and security protections, many of which are not preempted by HIPAA, the HITECH Act, Title XIII, Div. A and Title IV, Div. B of the American Recovery and Reinvestment Act of 2009, Pub. L.
No. 111-5, greatly enhanced HIPAA's patient privacy and security obligations.

Given
the complexity of the HIPAA, HITECH Act and California privacy restrictions, the possibility that the regulations may change, and the fact that the regulations are subject to
changing and potentially conflicting interpretation, our ability to comply with the HIPAA, HITECH Act and California privacy requirements is uncertain and the costs of compliance are significant.
Furthermore, California's promulgation of stricter laws, and uncertainty regarding many aspects of California's requirements, make compliance more difficult. To the extent that we submit electronic
healthcare claims and payment transactions that do not comply with the electronic data transmission standards established under HIPAA, payments to us may be delayed or denied. Additionally, the costs
of complying with any changes to the HIPAA and California privacy restrictions may have a negative impact on our operations. We could be subject to criminal penalties and civil sanctions for failing
to comply with the HIPAA and California privacy restrictions, which could result in the incurrence of significant monetary penalties. See "Business DescriptionHealth Care
RegulationHIPAA Transaction, Privacy and Security Requirements."

We cannot predict the effect that health care reform and other changes in government programs may have on our business, financial condition, results of operations or cash
flows.

The Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act of 2010 ("Health Care
Reform Legislation") was signed into law in March 2010. In general, the Health Care Reform Legislation seeks to reduce health care costs and decrease over time the number of uninsured legal U.S.
residents, by among other things, requiring employers to offer, and individuals to carry, health insurance or be subject to penalties. However, it is difficult to predict the full impact of the Health
Care Reform Legislation due to the law's complexity and current lack of implementing regulations or interpretive guidance, as well as our
inability to foresee how individuals and businesses will respond to the choices available to them under the law. Furthermore, many of the provisions of the Health Care Reform Legislation that expand
insurance coverage will not become effective until 2014 or later. It is also possible that implementation of these and other provisions could be delayed or even blocked due to court challenges, and
there may be efforts to repeal or amend the law. In addition, the Health Care Reform Legislation will result in increased legislative and regulatory changes in the State of California, which we are
unable to predict at this time, in order for California to comply with new federal mandates, such as the requirement to establish health insurance exchanges and to participate in grants and other
incentive opportunities.

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The
Health Care Reform Legislation contains a number of provisions designed to significantly reduce Medicare and Medicaid program spending, including reductions in Medicare market basket
updates and Medicare and Medicaid disproportionate share funding. A significant portion of both our patient volumes and, as a result, our revenues is derived from government health care programs,
principally Medicare and Medi-Cal. Reductions to our reimbursement under the Medicare and Medi-Cal programs by the Health Care Reform Legislation could adversely affect our
business and results of operations, to the extent such reductions are not offset by increased revenues from providing care to previously uninsured individuals.

Because
of the many variables involved, we are unable to predict the net effect on us of the reductions in Medicare and Medi-Cal spending, the expected increases in revenues
from providing care to previously uninsured individuals, and numerous other provisions in the law that may affect us. In addition to the Health Care Reform Legislation and any changes thereto, we
remain subject to other legislative or regulatory changes that may take place at the federal or state level. See also "Future reforms in healthcare legislation and regulation could reduce our revenues
and profitability," below.

Future reforms in healthcare legislation and regulation could reduce our revenues and profitability.

In addition to the Health Care Reform Legislation and any subsequent changes in such legislation, President Obama and Congress may
consider other proposals for healthcare reform.

Additional
changes to the public health care system or the Medi-Cal and/or Medicare programs may impact our profitability. For example, a significant percentage of our
revenue is based on payments received from Medicare Advantage plans. As a result, any future changes to the Medicare Advantage program may significantly affect the amounts of payment we receive for
services that our
providers render. Changes to the current system also may increase our administrative costs, particularly during the transition from the current payment model to the new system. Any other changes to
the payment system to hospitals, such as tying payment to patient quality of care or bundling payments to hospitals to cover the costs of treating patients during and immediately after their
admission, may impact our receipt of payments.

In
addition to the Health Care Reform Legislation, numerous other legislative initiatives have been introduced or proposed in recent years that would also result in major changes in the
healthcare delivery system on a national or a state level. Among the other proposals that have been introduced are California healthcare coverage for the uninsured and price controls on hospitals. The
State of California has also recently adopted AB 1383 which significantly changes the Medi-Cal reimbursement system for hospitals. AB 1383 provides for fee assessments on hospitals
relating to Medicaid services performed over the period April 1, 2009 through December 31, 2010 that together with federal matching funds is used to fund supplemental payments to
hospitals. It is possible that the State of California will propose legislation similar to AB 1383 that will take effect after December 31, 2010. Such a proposal, like AB 1383, could also
include a fee or tax that together with federal matching funds could be used to fund supplemental payments to hospitals, and could result in lowered revenue at our hospital. Further, the State of
California is considering various other changes to the Medi-Cal program including seeking a federal waiver to implement widespread changes that could have a significant adverse effect on
our hospital's Medi-Cal revenue.

Additionally,
the State of California has recently enacted legislation affecting reimbursement for inpatient hospital services under Medi-Cal which (a) provides that,
effective July 1, 2010, Medi-Cal payment rates shall be no higher than the rates in effect on January 1, 2010, (b) requires the California Department of Health Care
Services to develop a prospective payment system based on diagnosis-related groups by June 30, 2014, and (c) requires that the payments made to hospitals for services furnished on and
after July 1, 2010 will be reconciled to the amount computed to be due for such

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services
under the new prospective payment system once that system is developed. These changes could have a significant adverse effect on our hospitals' Medi-Cal revenue.

We
cannot predict whether changes will be made to the Healthcare Reform legislation or any of the proposals listed above or any other proposals will be adopted and, if adopted, no
assurances can be given that their implementation will not have a material adverse effect on our business, financial condition or results of operations. The costs of implementing some of these
proposals could be financed, in part, by reductions in the payments made to healthcare providers under Medicare, Medi-Cal, and other government programs. Future legislation, regulations,
interpretations, or other changes to the healthcare system could reduce our revenues and profitability.

Recently enacted legislation may require us to spend significant capital on an electronic health record system to benefit from Medicare financial incentives and avoid
financial and other penalties.

President Obama's desire to encourage the adoption of new health information technology has resulted in the enactment under the Health
Information Technology for Economic and Clinical Health Act (the "HITECH Act") of a system of incentives and disincentives for hospitals and non-hospital based physicians to purchase and
use electronic health record technology. Beginning in fiscal year 2011 for hospitals and calendar year 2011 for non-hospital based physicians, the HITECH Act provides financial incentives
for "meaningful" EHR users of "certified" electronic health record ("EHR") technology. To be a meaningful EHR user, hospitals and non-hospital based physicians must use certified EHR
technology to meet use objectives and measures specified by the Centers for Medicare and Medicaid Services in the final rule implementing the meaningful use incentive program. Meeting the specified
criteria for meaningful use may prove difficult for many providers even after they have installed certified EHR technology. Hospitals and non-hospital based physicians who become
"meaningful" EHR users over the next two to three years will maximize their incentive payments under Medicare and Medicaid. Hospitals and non-hospital based physicians who are not
meaningful EHR users before 2015 will have no opportunity to receive meaningful use incentive payments. The HITECH Act phases down incentive payments significantly starting in 2014, and no incentive
payments will be made after 2016. Instead, from 2017-2020, Medicare hospitals and non-hospital based physicians who do not make meaningful use of EHR technology will be
penalized a percentage of their Medicare reimbursements. It is possible that any participation in the Medicare and Medicaid programs after 2020 may require meaningful use of certified EHR technology.
We have recently entered into contracts with third party vendors that are intended to provide us with the technology and services required to (i) comply with the HITECH Act, (ii) achieve
meaningful use of EHR technology prior to 2013, and (iii) receive the HITECH Act's Medicare incentive payments. We will have to expend considerable money and administrative resources under this
contract to implement EHR technology. We may be unable even after the implementation of the EHR technology to meet, either initially or on an on-going basis, the meaningful use criteria
required to receive the HITECH Act's Medicare incentive payments, avoid future penalties and, perhaps, even to continue to participate in the Medicare and Medicaid programs. There can be no assurance
that the Company will have sufficient financial and administrative resources and operational expertise and commitment to comply with the meaningful use criteria to benefit from the financial
incentives and avoid financial and other penalties.

If our affiliated physician organizations are not able to satisfy California Department of Managed Health Care financial solvency requirements, we could become subject to
sanctions and our ability to do business in this segment in California could be limited or terminated.

The California Department of Managed Health Care ("DMHC") has instituted financial solvency regulations. The regulations are intended
to provide a formal mechanism for monitoring the financial solvency of capitated physician groups. Management believes that our affiliated physician organizations

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that
are subject to these regulations will be able to comply with them. However, these regulations could limit our ability to use our cash resources to make future hospital acquisitions.

Under
the regulations, our affiliated physician organizations are required to comply with specific criteria, including:



In
a case where an organization is not in compliance with any of the above criteria, the organization would be required to describe in the report submitted to the DMHC the reasons for
non-compliance and actions to be taken to bring the organization into compliance. Further, under these regulations, the DMHC will make public some of the information contained in the
reports, including, but not limited to, whether or not a particular physician organization met each of the criteria. In the event our affiliated physician organizations are not able to meet certain of
the
financial solvency requirements, and fail to meet subsequent corrective action plans, we could be subject to sanction, or limitations on, or removal of, our ability to do business in this segment in
California. Our affiliated physician organizations had a cash-to-claims ratio at September 30, 2010 of 3.50, which was significantly in excess of the minimum DMHC
requirement. We also significantly exceeded the DMHC's tangible net equity and minimum working capital requirements.

Because our business is currently limited to the Southern California area, any reduction in our revenues and profitability from local economic, regulatory, environmental and
other developments would not be offset by operations in other geographic areas.

To date, we have developed our business within only one geographic area to take advantage of economies of scale. Due to this
concentration of business in a single geographic area, we are exposed to potential losses resulting from economic, regulatory, environmental and competition changes in Southern California. A natural
disaster or other catastrophic event could affect us more significantly than other companies with less geographic concentration. Specifically, mudslides, earthquakes, wildfires and other natural
disasters occur frequently in California. Potential damage and disruption in our facilities or employees' homes located in California as a result of mudslides, earthquakes, wildfires or other natural
disasters could be substantial. If we experience mudslides, earthquakes, wildfires or other natural disasters at any of our facilities or employees' homes, our reputation and results of operations
could be harmed due to financial losses to repair or rebuild our facilities or disruption to our customers or employees that could hurt our ability to effectively provide our services. Should any
adverse economic, regulatory, environmental or other developments occur in Southern California, our business, financial condition, results of operation or cash flows could be materially adversely
affected.

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We may be unable to expand into some geographic areas, or may be unable to do so without incurring significant additional costs.

We are likely to incur additional costs if we enter states or other counties in California where we do not currently operate. Our rate
of expansion into other geographic areas may also be inhibited by:



Accordingly,
we may be unsuccessful in entering other metropolitan areas, counties or states.

Our overall business results may suffer from the recent economic downturn.

Recently, the U.S. economy has weakened significantly. Tightening credit markets, depressed consumer spending and higher unemployment
rates continue to pressure many industries. During economic downturns, governmental entities often experience budgetary constraints as a result of increased costs and lower than expected tax
collections. These budgetary constraints may result in decreased spending for health and human service programs, including Medicare, Medi-Cal and similar programs, which represent
significant payor sources for our hospitals and Medical Groups. Other risks we face from general economic weakness include potential declines in the population covered under managed care agreements,
patient decisions to postpone or cancel elective and non-emergent healthcare procedures, potential increases in the uninsured and underinsured populations and further difficulties in our
collecting patient co-payment and deductible receivables.

We must evaluate the effectiveness of our disclosure controls and internal control over financial reporting on a periodic basis and publicly disclose the results of these
evaluations and related matters.

Our management is required to periodically evaluate the effectiveness of our disclosure controls and procedures and our internal
control over financial reporting. We are also required to disclose in our periodic reports with the SEC any changes in our internal control over financial reporting that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting. The rules governing the standards that must be met for management to assess the effectiveness of our internal
control over financial reporting are complex and require significant documentation, testing and possible remediation. Compliance with these rules has resulted in increased expenses and the devotion of
significant management resources.

Our
evaluation of our disclosure controls and procedures may reveal material weaknesses in our internal control over financial reporting. If we identify a material weakness, we would be
required to conclude that our internal control over financial reporting is ineffective and disclose this conclusion, which could harm our business.

We are required to upgrade and modify our management information systems to accommodate growth in our business and changes in technology and to satisfy new government
regulations. As we seek to implement these changes, we may experience complications, delays and increasing costs, which could disrupt our business and reduce our profitability.

We have developed sophisticated management information systems that process and monitor patient case management and utilization of
physician, hospital and ancillary services, claims receipt and claims payments, patient eligibility and other operational data required by management. These systems

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require
ongoing modifications, improvements or replacements as we expand and as new technologies become available. We have a centralized business office ("CBO") currently located in Bellflower,
California to meet the management information systems needs of our four Alta hospitals. Although Brotman currently outsources all of its information technology and management information systems
needs, we currently plan to integrate Brotman into our CBO in the Spring of 2011. This transition may result in substantial cost and disrupt operations. Full integration of Brotman into our CBO may
take up to 24 months, or it may not even be possible.

We
may also be required to modify our management information systems in order to comply with new government regulations. For example, regulations adopted under HIPAA have required us to
comply with new electronic healthcare transactions and conduct standards, uniform standards for data reporting, formatting and coding, and standards for ensuring the privacy of individually
identifiable health information. This required us to make significant changes to our management information systems, at substantial cost. Similar modifications, improvements and replacements may be
required in the future at additional substantial cost and could disrupt our operations during periods of implementation. Moreover, implementation of such systems is subject to the availability of
information technology and skilled personnel to assist us in creating and implementing the systems. The complications, delays and cost of implementing these changes could disrupt our business and
reduce our profitability. In addition, any system failure that causes an interruption in service or availability of our systems could adversely affect operations or delay the collection of revenues.

We and our hospitals and affiliated physician organizations may become subject to claims of medical malpractice or HMO bad-faith liability claims for which our
insurance coverage may not be adequate. Such claims could materially increase our costs and reduce our profitability.

In the ordinary course of business, we may be subject to medical malpractice lawsuits and other legal actions arising from our
operations. These actions may involve large claims and significant defense costs. In an effort to resolve one or more of these matters, we may choose to negotiate a settlement. Amounts we pay to
settle any of these matters may be material. To
mitigate a portion of this risk, we maintain professional malpractice liability, general liability insurance coverage and managed care errors and omissions insurance for these potential claims in
amounts above our self-insured retention level that we believe to be appropriate for our operations. However, some of these claims could exceed the scope of the coverage in effect, or
coverage of particular claims could be denied. It is possible that successful claims against us that are within the self-insured retention level amounts, when considered in the aggregate,
could have an adverse effect on our results of operations, cash flows, financial condition or liquidity. Furthermore, insurance coverage in the future may not continue to be available at a cost
allowing us to maintain adequate levels of insurance with acceptable self-insured retention level amounts. Also, one or more of our insurance carriers may become insolvent and unable to
fulfill its obligation to defend, pay or reimburse us when that obligation becomes due. In addition, physicians using our hospitals may be unable to obtain insurance on acceptable terms. Our
subsidiary hospitals are subject to medical malpractice lawsuits, general liability lawsuits and other legal actions. We believe, based on our past experience and actuarial estimates, that our
insurance coverage is sufficient to cover claims arising from the operations of our subsidiary hospitals. However, if payments for claims and related expenses exceed our estimates or if payments are
required to be made by us that are not covered by insurance, our business could be harmed.

If our goodwill and intangible assets become impaired, the impaired portion has to be written off, which will materially reduce the value of our assets and reduce our net
income for the year in which the write-off occurs.

As of September 30, 2010, goodwill totaled approximately $153,250,000 and other intangible assets totaled approximately
$42,159,000 for a combined total of $195,409,000, representing approximately

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51%
of our total assets. Of these amounts, approximately $24,373,000 was attributable to goodwill and approximately $2,784,000 was attributable to identifiable intangible assets recorded in connection
with the Brotman Acquisition.

Under
U.S. generally accepted accounting principles ("GAAP"), we are required to evaluate the carrying value of goodwill and indefinite life intangible assets for impairment at least on
an annual basis, or more frequently if certain indicators are encountered. A two-step impairment test is used to identify potential goodwill impairment and to measure the amount of
goodwill impairment loss to be recognized (if any). The first step of the goodwill impairment test, which is used to identify potential impairment, compares the fair value of a reporting unit with its
carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, making the second step of the
impairment test unnecessary.

A
finding that the value of our goodwill and intangible assets has been impaired requires us to write off the impaired portion, which significantly reduces the value of our assets and
reduces our net income for the year in which the write-off occurs.

Our hospital revenues and volume trends may be adversely affected by certain factors over which we have no control, including weather conditions, severity of annual flu
seasons and other factors.

Our hospital revenues and volume trends are dependent on many factors, including physicians' clinical decisions and availability, payor
programs shifting to a more outpatient-based environment, whether or not certain services are offered, seasonal and severe weather conditions, earthquakes, current local economic and demographic
changes and the intensity and timing of yearly flu outbreaks. Any of these factors could have a material adverse effect on our revenues and volume trends, and none of these factors will be within the
control of our management.

The financial statements of Brotman are being presented on a standalone basis and is expected to include a Going Concern emphasis paragraph

The audit opinion for those standalone financial statements reflects the fact that Brotman's auditors have concluded that there is
substantial doubt about Brotman's ability to continue as a going concern, resulting from liquidity issues and the potential for the JHA debt to be called within twelve months from the date of issuance
of those standalone financial statements. This uncertainty may negatively impact the carrying value of the Company's investment in Brotman and could result in the future impairment of Goodwill. No
adjustments have been recorded in the consolidated financial statements from any losses that may result from this uncertainty.

We also face other risks that could adversely affect our business, financial condition or results of operations, which include:



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Item 1B.    Unresolved Staff Comments.

None.

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Item 2.    Properties.

We own or control through our subsidiaries, Alta Hospitals System, LLC and Prospect Hospital Advisory Services, Inc., the
following real property:

Entity

Location

DescriptionHollywood Community Hospital

6245 De Longpre Ave.
Los Angeles, CA 90028
and
6228 Leland Way
Los Angeles, CA 90028

Hospital with 100 licensed beds with 49,152 square feet of improvements situated on 1.88 acres of land.Los Angeles Community Hospital

4081 East Olympic Blvd.
Los Angeles, CA 90023

Hospital with 130 licensed beds with 64,024 square feet of improvements situated on 2.01 acres of land.Los Angeles Community Hospital

4057/4059 East Olympic Blvd.
Los Angeles, CA 90023

Hospital clinic with 5,520 square feet of improvements.Norwalk Community Hospital

13222 Bloomfield Ave.
Norwalk, CA 90650

Hospital with 50 licensed beds with 23,530 square feet of improvements situated on 1.88 acres of land.Van Nuys Community Hospital

14433 Emelita St.
Van Nuys, CA 91401

Psychiatric hospital with 59 licensed beds with 34,192 square feet of improvements situated on 1.86 acres of land.Brotman Medical Center

3828 Delmas Terrace
Culver City, CA 90232

Hospital Pavilion with 420 licensed beds with 44,301 square feet of improvements.Brotman Medical Center

3847 Delmas Terrace
Culver City, CA 90232

Hospital Tower with 14,497 square feet of improvements.Brotman Medical Center

3828 Hughes Avenue
Culver City, CA 90232

Outpatient and hospital support facilities with 39,000 square feet of improvements.Brotman Medical Center

3817 Watseka Avenue
Culver City, CA 90232

Plant operations building with 3,957 square feet of improvements.


In
addition, we, or our affiliated physician organizations, currently lease space for administrative and medical offices, some of which is shared space, as follows:

Medical or Independent Practice Association Offices

Entity

Location

Purpose

Lease Term;
Renewal

Current
Monthly
RentProspect Medical Group(1)

Santa Ana, CA

Shares space with Prospect Medical Systems

5 years; 2010

$
47,518


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Administrative Offices

Entity

Location

Purpose

Lease Term;
Renewal

Current
Monthly
RentProspect Medical Holdings(3)

Los Angeles, CA

Shares office space with Alta Hospitals System LLC

7 years; 2015

$
27,114Prospect Medical Holdings(5)

Culver City, CA

Office space

2 yrs, 4 mos; 2012

$
6,000Prospect Medical Systems(2)

Santa Ana, CA

Shares space with Prospect Medical Group

3 years; 2013

$
33,293Prospect Medical Systems(2)

Santa Ana, CA

Shares space with Prospect Medical Group

5 years; 2011

$
17,200ProMed Health Care Administrators, Inc.

Ontario, CA

Office space shared with Pomona Valley Medical Group and Upland Medical Group

10 years; 2014

$
42,723ProMed Health Care Administrators, Inc.

Ontario, CA

Storage Space

Month-to-month

$
1,210Alta Hospitals System, LLC(3)

Los Angeles, CA

Shares office space with Prospect Medical Holdings

7 years; 2015

$
27,114Alta Hospitals System, LLC(6)

Norwalk, CA

Office space

7 years; 2017

$
26,003Alta Hospitals System, LLC(6)

Bellflower, CA

Office space

2011

$
13,352Norwalk Community Hospital

Norwalk, CA

Medical office space

5 years; 2014

$
1,010Hollywood Community Hospital

Hollywood, CA

Administrative office space

2 years; 2011

$
3,250Brotman Medical Center

Culver City, CA

Medical office space

6 years; 2012

$
6,498Brotman Medical Center(4),(6)

Culver City, CA

Office space

2011

$
9,097Brotman Medical Center

Culver City, CA

Medical office space

10 years; 2019

$
9,295


(1)Prospect
Medical Group includes all affiliated physician organizations that are wholly-owned subsidiaries of Prospect Medical Group.(2)On
June 30, 2010, Prospect Medical Systems executed an amended and restated office lease that provides for an additional three year lease term and a
rent decrease to its current monthly rate of $33,293.
We
leased additional space in July, 2006 adjacent to the Santa Ana facilities for approximately 12,015 square feet. The lease agreement term is for 60 months, through 2011, with starting
monthly lease payments of approximately $20,400.(3)On
May 7, 2008, Alta Hospitals System, LLC executed a lease for approximately 7,154 square feet of office space that is shared with Prospect
Medical Holdings. The lease agreement term is for 84 months through 2015 with starting monthly lease payments of approximately $25,039.(4)Brotman
recently extended its lease agreement with Washington Mutual Bank until February 28, 2011. Thereafter, this office will be consolidated with
Alta as described in (6) below.(5)Prospect
Medical Holdings, Inc. executed a sublease agreement effective March 31, 2010 which replaced another sublease after its tenant
vacated. The current sublease extends for the remainder of the original lease. The monthly sublease payments are approximately $3,589.(6)On
August 26, 2010, Alta Hospitals System, LLC executed a lease for approximately 14,691 square feet of office space. The space will house
Alta's central business office ("CBO") and will replace the office lease in


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Bellflower,
California, which will soon expire. Additionally, the Brotman CBO will be moved to this new space upon the expiration of its lease per (4) above.


We believe that this office space is sufficient for our operational needs for the foreseeable future, although we may need to acquire additional
space to accommodate our plans for future growth, if successful.

Item 3.    Legal Proceedings.

We and our affiliated physician organizations are parties to legal actions arising in the ordinary course of business. We believe that
liability, if any, under these claims will not have a material adverse effect on our consolidated financial position or results of operations.

Item 4.    Removed and Reserved.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Common Stock.Beginning on September 30, 2009, our common stock, par value $0.01 per share, commenced listing on the NASDAQ Global
Market
under the symbol "PZZ" and we voluntarily ceased its trading on the NYSE Amex (formerly the American Stock Exchange) where it had begun trading on May 11, 2005. Following the Ivy Merger
described under Item 1, our common stock is no longer listed on the NASDAQ Global Market.

The
following table sets forth the quarterly high and low sales prices for our common stock for the last two completed fiscal years.

Date Range

High Sales
Price

Low Sales
Price2009First Quarter

$
3.00

$
1.00Second Quarter

$
2.64

$
1.45Third Quarter

$
5.00

$
1.23Fourth Quarter

$
4.69

$
3.542010First Quarter

$
4.50

$
2.80Second Quarter

$
6.95

$
4.16Third Quarter

$
7.64

$
4.02Fourth Quarter

$
8.81

$
5.81


As
of December 15, 2010, following the completion of the Ivy Merger, 100 shares of our common stock were outstanding, all of which are owned by Ivy Intermediate
Holding Inc., which is a wholly owned subsidiary of Ivy Holdings Inc.

Dividends.We have not paid any cash dividends on our common stock in the past and do not plan to do so in the near future. Under our
new credit
facilities, we are allowed to make dividend payments, provided that the aggregate amount of such payments do not exceed 50% of our consolidated net income (as defined in the credit agreements) and so
long as no default has occurred.

Equity Compensation Plan Information.See Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management
and Related
Stockholder Matters, for information regarding securities that were authorized for issuance under our equity compensation plans as of September 30, 2010. As a result of the Ivy Merger, we no
longer have any securities authorized for issuance under our equity compensation plans..

Item 6.    Selected Financial Data.

Not applicable.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Prior to the acquisition of Alta and Brotman, our organization was focused solely on providing management services to affiliated
physician organizations that operate as Independent Physician Associations ("Medical Groups"). With the acquisition of Alta and Brotman, we now own and operate five hospitals in Southern California
and our operations are organized into three reporting segments: Hospital Services, Medical Group and Corporate. The Hospital Services segment includes the results of operations and financial position
of Brotman beginning April 14, 2009.

Hospital Services Segment

We own and operate five hospitals in Los Angeles County, all accredited by the Joint Commission (formerly the Joint Commission on
Accreditation of Healthcare Organizations) or DNV Healthcare, Inc., with a total of 759 licensed beds served by 746 on-staff physicians at September 30, 2010. Alta owns
(i) Alta Hollywood Hospitals, Inc., a California corporation, dba Hollywood Community Hospital and Van Nuys Community Hospital; and (ii) Alta Los Angeles Hospitals, Inc., a
California corporation, dba Los Angeles Community Hospital and Norwalk Community Hospital. On April 14, 2009 (the "Acquisition Date"), the Company increased its existing approximately 33%
ownership stake in Brotman, to approximately 72% via an investment of approximately $2,500,000 in cash, thereby obtaining a controlling interest. Effective November 15, 2010, Brotman completed
a $3,750,000 rights offering, wherein we participated in the amount of approximately $3,065,000, increasing our ownership to approximately 78%. Brotman owns and operates Brotman Medical Center,
located in Culver City, California.

Operating
revenue of our Hospital Services segment consists primarily of payments for services rendered, including estimated retroactive adjustments under reimbursement arrangements with
third party payors. In some cases, reimbursement is based on formulas and reimbursable amounts are not considered final until cost reports are filed and audited or otherwise settled by the various
programs. We accrue for amounts that we believe will ultimately be due to or from Medicare and other third party payors and report such amounts as net patient revenues in the accompanying unaudited
consolidated financial statements. We closely monitor our historical collection rates, as well as changes in applicable laws, rules and regulations and contract terms, to assure that provisions are
made using
the most accurate information available. However, due to the complexities involved in these estimations, actual payments from payers may be materially different from the amounts we estimate and
record. A summary of the payment arrangements with major third party payers follows:



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Hospital
revenues depend upon inpatient occupancy levels, the medical and ancillary services and therapy programs ordered by physicians and provided to patients, the volume of outpatient
procedures and the charges or negotiated payment rates for such services. Charges and reimbursement rates for inpatient routine services vary depending on the type of services provided
(e.g., medical/surgical, intensive care or behavioral health) and the geographic location of the hospital. Inpatient occupancy levels fluctuate for various reasons, many of which are beyond our
control. The percentage of patient service revenue attributable to outpatient services has generally increased in recent years, primarily as a result of advances in medical technology that allow more
services to be provided on an outpatient basis, as well as increased pressure from Medicare, Medi-Cal and private insurers to reduce hospital stays and provide services, where possible, on
a less expensive outpatient basis. We believe that our experience with respect to our increased outpatient levels mirrors the general trend occurring in the healthcare industry and we are unable to
predict the rate of growth and resulting impact on our future revenues.

Patients
are generally not responsible for any difference between customary hospital charges and amounts reimbursed for such services under Medicare, Medi-Cal, some private
insurance plans, and managed care plans, but are responsible for services not covered by such plans, exclusions, deductibles or co-insurance features of their coverage. The amount of such
exclusions, deductibles and co-insurance has generally been increasing each year. Indications from recent Federal and State legislation are that this trend will continue. Collection of
amounts due from individuals is typically more difficult than from governmental or business payers and increases in uninsured and self-pay patients unfavorably impact the collectability of
our patient accounts, thereby increasing our provision for doubtful accounts and charity care provided.

The
State of California has enacted Assembly Bill 1653 ("AB1383") to provide one-time supplemental payments to certain medical facilities such as the hospitals owned and
operated by our subsidiaries that serve a disproportionate share of indigent and low-income patients. AB 1383, however, could not be implemented until recently when it was approved by the
Centers for Medicare and Medicaid Services ("CMS"). As implemented, AB 1383 requires participating hospitals to pay fee assessments into a pool of funds to which the federal government will contribute
matching funds. These funds, including the federal matching funds, will then be distributed to qualifying hospitals based on a prescribed formula relating to Medicaid services performed over the
period April 1, 2009 through December 31, 2010. Depending on the formula for determining the fees assessed on participating hospitals and the separate formula for determining the
supplemental payments to qualifying hospitals, some participating hospitals will be "net" payors under the program and others will be "net" beneficiaries under the program. We have not previously
recognized any fees or payments under AB 1383 in our financial statements, since there was no assurance that CMS would approve this program or when or how the program would be implemented. The AB 1383
program is scheduled to expire on December 31, 2010.

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Operating
expenses of our Hospital Services segment generally consist of salaries, benefits and other compensation paid to healthcare professionals that are employees of our hospitals,
medical supplies, consultant and professional services, and provision for doubtful accounts.

General
and administrative expenses ("G&A") of our Hospital Services segment generally consists of salaries, benefits and other compensation for our hospital administrative employees,
insurance, rent, operating supplies, legal, accounting and marketing.

Hospital Services Results of Operations

The following table sets forth the results of operations for our Hospital Services segment and is used in the discussion below for the
fiscal years ended September 30, 2010 and 2009 (in thousands).

September 30,2010

2009

Increase
(Decrease)

%Net Hospital Services revenues:Medicare

$
149,323

$
99,180

$
50,143


50.6
%Medi-Cal


74,022


74,174


(152
)

(0.2
)%Managed care


47,602


27,096


20,506


75.7
%Self pay


5,349


3,363


1,986


59.1
%Other


2,783


1,691


1,092


64.6
%Total Hospital Services revenues


279,079


205,504


73,575


35.8
%Hospital Services operating expenses:Salaries, wages and benefits


126,052


94,547


31,505


33.3
%Supplies


20,800


16,531


4,269


25.8
%Provision for doubtful accounts


29,969


17,715


12,254


69.2
%Other operating expenses


30,085


17,556


12,529


71.4
%Total Hospital Services operating expenses


206,906


146,349


60,557


41.4
%General and administrative


20,704


18,154


2,550


14.0
%Depreciation and amortization


4,929


4,301


628


14.6
%Total non-medical expenses


25,633


22,455


3,178


14.2
%Operating income

$
46,540

$
36,700

$
9,840


26.8
%


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The
following table sets forth selected operating items, expressed as a percentage of total net Hospital Services revenue for the fiscal years ended September 30, 2010 and 2009:

September 30,2010

2009Net Hospital Services revenues:Medicare


53.5
%

48.3
%Medi-Cal


26.5
%

36.1
%Managed care


17.1
%

13.2
%Self pay


1.9
%

1.6
%Other


1.0
%

0.8
%Total Hospital Services revenues


100.0
%

100.0
%Hospital Services operating expenses:Salaries, wages and benefits


45.2
%

46.0
%Supplies


7.5
%

8.0
%Provision for doubtful accounts


10.7
%

8.6
%Other operating expenses


10.8
%

8.5
%Total Hospital Services operating expenses


74.1
%

71.2
%General and administrative


7.4
%

8.8
%Depreciation and amortization


1.8
%

2.1
%Total non-medical expenses


9.2
%

10.9
%Operating income


16.7
%

17.9
%


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The following table shows certain selected historical operating statistics for our hospitals for the fiscal years ended September 30, 2010 and 2009:

September 30,2010

2009

Increase
(Decrease)Net inpatient revenues (in thousands)(1)

$
245,488

$
186,900


31.3
%Net outpatient revenues (in thousands)(1)

$
30,809

$
16,913


82.2
%Other services revenues (in thousands)

$
2,782

$
1,691


64.5
%Number of hospitals at end of period


5


5


0.0
%Licensed beds at end of the period


759


759


0.0
%Average licensed beds


759


759


0.0
%Average available beds


616


616


0.0
%Admissions(2)


23,405


18,573


26.0
%Adjusted patient admissions(3)


26,342


20,098


11.0
%Net inpatient revenue per admission

$
10,489

$
10,063


4.2
%Patient days


149,864


124,004


20.9
%Adjusted patient days


169,327


135,228


25.2
%Average length of patients' stay (days)


6.4


6.2


3.3
%Net inpatient revenue per patient day

$
1,638

$
1,507


8.7
%Outpatient visits


52,626


34,999


50.4
%Net outpatient revenue per visit

$
585

$
483


21.1
%Occupancy rate for licensed beds(4)


54.0
%

52.7
%

2.4
%Occupancy rate for available beds(4)


66.5
%

64.9
%

2.4
%


(1)Net
inpatient revenues for the fiscal years ended September 30, 2010 and 2009 included self-pay revenues of approximately $4,539,000 and
$3,071,000, respectively. Net outpatient revenues for the fiscal years ended September 30, 2010 and 2009 included self-pay revenues of approximately $810,000 and $346,000,
respectively.(2)Charity
care admissions represented 2.3% and 0.7% of total admissions for the fiscal years ended September 30, 2010 and 2009, respectively. Based on
our hospitals' gross charge rates, revenues foregone under the charity policy, including indigent accounts, were approximately $2,977,000 and $4,600,000 for the years ended September 30, 2010
and 2009, respectively.(3)Adjusted
admissions are total admissions adjusted for outpatient volume. Adjusted admissions are computed by multiplying admissions (inpatient volume) by
the sum of gross inpatient charges and gross outpatient charges and then dividing the resulting amount by gross inpatient charges.(4)Utilization
of licensed beds represents patient days divided by average licensed beds divided by number of days in the period. Occupancy rates are affected
by many factors, including the population size and general economic conditions within particular market service areas, the degrees of variation in medical and surgical products, outpatient use of
hospital services, quality and treatment availability at competing hospitals and seasonality.(5)The
fiscal year ended September 30, 2009 included only 169 days of Brotman operating results, as the Company acquired a majority stake in, and
began consolidating, Brotman, effective April 14, 2009.




Net Hospital Services revenues increased $73,575,000 to approximately $279,079,000 for fiscal year 2010, from approximately
$205,504,000 for fiscal year 2009. Included in Net Hospital Services revenues in fiscal year 2010 period was capitation revenue of approximately $5,965,000 earned under the

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Capitation
Arrangement. Excluding revenue earned under the Capitation Arrangement for fiscal year 2010, net Alta Hospital Services revenues increased 3.4%. This increase was primarily attributable to
increased inpatient Medicare admissions and increased outpatient visits, offset by decreased Medi-Cal inpatient days. The increase in inpatient admissions, on a same-store
basis (i.e. hospitals owned throughout both periods), reflects the successful marketing effort in the targeted Medicare service lines, while the increase in outpatient visits was attributable
primarily to increased outpatient and emergency room visits as a result of the economic slowdown.



Salaries, Wages and Benefits ("SWB"), as a percentage of net Hospital Services revenues decreased 1.7% to 45.2% for fiscal year 2010,
as compared to 46.0% for fiscal year 2009. This decrease was attributable primarily to decreased patient days, decreased length of patient stays, and efficiencies gained in our hospitals. On a
same-store basis, SWB, as a percentage of net Alta Hospital Services revenues, net of revenue earned under the Capitation Arrangement, decreased 0.8% to 43.9% for fiscal year 2010, as
compared to 44.2% for fiscal year 2009. This decrease in same-store SWB expense as a percent of revenue was primarily the result of a decrease in same-store patient days,
decreased length of patient stays, and
improved efficiencies, offset by increased labor expense due to inflation, merit increases and higher health benefit costs.



Supplies, as a percentage of net Hospital Services revenues, decreased 6.3% to 7.5% for fiscal year 2010, as compared to 8.0% for
fiscal year 2009. On a same-store basis, supplies as a percentage of net Alta Hospital Services revenues, net of revenue earned under the Capitation Arrangement, decreased 12.6% to 5.3%
for fiscal year 2010, as compared to 6.1% for fiscal year 2009. The decrease was primarily the result of decreases in same-store patient days and length of stays, efficiencies and
outsourcing of our sub-acute pharmacy.



Provision for doubtful accounts, as a percentage of net Hospital Services revenues, increased 24.4% to 10.7% for fiscal year 2010,
compared to 8.6% for fiscal year 2009. This increase is primarily attributable to the current year inclusion of Brotman for the full year. Brotman has historically had a higher percentage of
self-pay patients, which is a patient category most impacted by current economic conditions. On a same-store basis, provision for doubtful accounts as a percentage of net Alta
Hospital Services revenues, net of revenue earned under the Capitation Arrangement, increased 17.9% to 6.5% for fiscal year 2010, as compared to 5.5% for fiscal year 2009. The provision for doubtful
accounts relates principally to self-pay amounts due from patients and commercial managed care amounts. The fluctuation was due to increased self-pay outpatient visits and also
the impact of current economic conditions on individuals' ability to pay.



Other operating expenses, as a percentage of net Hospital Services revenues, increased 27.1% to 10.8% for fiscal year 2010, as compared
to 8.5% for fiscal year, 2009. Included in other operating expenses in fiscal year 2010 were claims expenses of approximately $6,049,000 incurred under the Capitation Arrangement. On a
same-store basis, other operating expenses as a percentage of net Alta Hospital Services revenues, adjusted for the effect of the Capitation Arrangement, decreased 16.1% to 5.6% for fiscal
year 2010, as compared to 6.7% for fiscal year 2009. This decrease was due primarily to the reduction of registry costs, in line with decreased patient days, decreased length of patient stays and
decreased contract labor costs as a result of the conversion of certain hospital personnel from

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contracted
to salaried basis, offset by an increase in lease and rental expenses in fiscal year 2010 due to an unusually large amount of vendor credits recorded in fiscal year 2009.



G&A consist primarily of utilities, insurance, purchased services and property taxes. G&A were $20,704,000 for fiscal year, 2010, or
7.4% of net Hospital Services revenue, compared to $18,154,000 for fiscal year 2009, or 8.8% of net Hospital Services revenue. On a same-store basis, G&A, as a percentage of net Alta
Hospital Service revenues, net of revenue earned under the Capitation Arrangement, decreased 10.3% to 8.6% for fiscal year 2010, as compared to 9.6% for fiscal year 2009. This decrease was due
primarily to the favorable effects of renegotiated malpractice and workers' compensation insurance premiums.



Depreciation and amortization expense increased 14.6% in fiscal year 2010 to $4,929,000 compared to $4,301,000 in fiscal year 2009,
primarily relates to Brotman. On a same-store basis, depreciation and amortization expenses as a percentage of Alta's net Hospital Services revenues, net of revenue earned under the
Capitation Arrangement, for fiscal year 2010 remained consistent at 2.6% compared to fiscal year 2009. Included in depreciation and amortization expense was amortization of identifiable intangibles of
approximately $1,417,000 and $1,333,000 in fiscal year 2010 and 2009, respectively.



Our Hospital Services segment reported operating income of approximately $46,540,000 and $36,700,000 for fiscal year 2010 and 2009,
respectively. This increase was the result of the changes discussed above. These operating results from the Hospital Services segment include certain corporate expense allocations for insurance,
professional fees, and amortization of identifiable intangibles that relate to this segment.

Medical Group Segment

The Medical Group segment provides management services to affiliated physician organizations that operate as independent physician
associations ("Medical Groups"). The affiliated physician organizations enter into agreements with HMOs to provide HMO enrollees with a full range of medical services in exchange for fixed, prepaid
monthly fees known as "capitation" payments. The Medical Groups contract with primary care and specialist physicians and other healthcare providers to provide enrollees with all necessary medical
services.

Through
our management subsidiariesPMS and PHCAwe have entered into long-term agreements to provide management services to each of our affiliated
physician organizations in exchange for a management fee. The management services we provide include HMO contracting, physician recruiting, credentialing and contracting, human resources services,
claims administration, financial reporting services, provider relations, patient eligibility and related services, medical management including utilization management and quality assurance, data
collection, and management information systems.

Our
management subsidiaries currently provide management services to ten affiliated physician organizations, which include PMG, Nuestra Familia Medical Group, Inc. ("Nuestra"),
eight other affiliated physician organizations that PMG owns or controls, and one affiliated physician organization (AMVI/Prospect Health Network) that is an unconsolidated joint venture in which PMG
owns a 50% interest. PMG, which was our first affiliated physician organization, has acquired the ownership interest in all of our other affiliated physician organizations, except Nuestra. Both PMG
and Nuestra are owned by our physician shareholder nominee, Dr. Arthur Lipper, and controlled through assignable option

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agreements
and management services agreements (see Note 6 to the consolidated financial statements). While PMG is itself an affiliated physician organization that performs the same business in
its own service area as all of our other affiliated physician organizations do in theirs, PMG also serves as a holding company for our other affiliated physician organizations.

The
affiliated physician organizations provided medical services to a combined total of approximately 177,000 HMO enrollees as of September 30, 2010, including approximately
20,000 enrollees that we manage for the economic benefit of two independent third parties, and for which we earn management fee income.

As
of September 30, 2010, our Medical Groups have contracts with approximately 15 HMOs, from which our revenue was primarily derived. HMOs offer a comprehensive healthcare
benefits package in exchange for a capitation amount per enrollee that does not vary through the contract period regardless of the quantity or cost of medical services required or used. HMOs enroll
members by entering into contracts with employer groups or directly with individuals to provide a broad range of healthcare services for a prepaid charge, with minimal deductibles or
co-payments required of the members. The contracts between our affiliated physician organizations and the HMOs provide for the provision of medical services by the affiliated physician
organization to the HMO enrollees in consideration for the prepayment of the fixed monthly capitation amount per enrollee.

Our
Medical Group business has developed primarily through acquisitions of Medical Groups by PMG, and is concentrated in Orange County, Los Angeles County, Riverside County and San
Bernardino County, all within the State of California.

Medical
Group revenues consist primarily of amounts received for medical services provided by our affiliated physician organizations under capitated contracts with HMOs. Capitation
revenue under HMO contracts is prepaid monthly to the affiliates based on the number of covered HMO enrollees. Capitation revenue may be subsequently adjusted to reflect changes in enrollment as a
result of retroactive terminations or additions. These adjustments have historically not had a material effect on capitation revenue. Variability in capitation revenue exists under Medicare's
capitation model referred to as "Risk Adjustment." Under the model, capitation with respect to Medicare enrollees is subject to subsequent adjustment by CMS based on the acuity of the enrollees to
whom services were provided. Capitation for the current year is paid based on data submitted for each Medicare enrollee for preceding periods. Capitation is paid at interim rates during the year and
is adjusted in subsequent
periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the
interim payments. Since we do not have the information necessary to reliably predict these adjustments, periodic changes in capitation amounts earned as a result of risk adjustment are recognized once
those changes are communicated to us by the health plans.

Management
fees were primarily comprised of amounts earned from managing the operations of AMVI, Inc. (our joint venture partner in the AMVI/Prospect Health Network joint venture)
and certain other third party entities. Management fee revenue is recognized in the month the services are delivered.

Medical
Group revenues also included incentive payments from HMOs under "pay-for-performance" programs for quality medical care based on various criteria. These
incentives are generally received in the third and fourth quarters of our fiscal year and are recorded when such amounts are known since we do not maintain the information necessary to independently
and reliably estimate these amounts.

We
also potentially earn additional incentive revenue or incur penalties under HMO contracts by sharing in the risk for hospitalization based upon inpatient services utilized. These
amounts are included in capitation revenue. Shared risk deficits are generally not payable until and unless we

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generated
future risk-sharing surpluses. Risk pools are generally settled in the following year. Management estimates risk pool incentives based on information received from the HMOs or
hospitals with whom the risk-sharing arrangements were in place, and who typically maintain the information and record keeping related to the risk pool arrangements. Differences between
actual and estimated settlements are recorded when the final outcome is known. Risk pool and pay-for-performance incentives are affected by many factors, some of which are
beyond our control, and may vary significantly from year to year.

As
discussed in Note 6 to the accompanying consolidated financial statements, effective March 1, 2010, we entered into a Global Capitation Arrangement whereby we agreed to
provide hospital, medical and other healthcare services to approximately 2,000 senior members.

We
have increased our membership through acquisitions in previous years. These increases through acquisitions have been offset by HMO enrollment declines at our Medical Groups, similar
to the recent HMO enrollment trends in California. The following table sets forth the approximate number of members, by category (in thousands):

As of
September 30,% Increase
(Decrease)Member Category

2010

2009Commercialowned


124.1


134.1


(7.5
)%Commercialmanaged(l)


7.6


1.6


375.0
%Seniorowned


22.1


21.6


2.3
%Seniormanaged(1)


0.6


0.2


200.0
%Medi-Calowned


10.9


11.6


(6.0
)%Medi-Calmanaged(1)


12.2


8.3


47.0
%Total


177.5


177.4


0.1
%


(1)Represent
members that we manage on behalf of third parties in exchange for a management fee.


The
following table details total paid member months, by member category, for the fiscal years ended September 30, 2010 and 2009 (in thousands):

Years Ended
September 30,% Increase
(Decrease)2010

2009Commercialowned


1,506


1,696


(11.2
)%Commercialmanaged(1)


60


17


253
%Seniorowned


263


258


1.9
%Seniormanaged(1)


4


2


100.0
%MediCalowned


133


138


(3.6
)%MediCalmanaged(1)


111


96


16
%Total


2,077


2,207


(5.9
)%


(1)Represent
members that we manage on behalf of third parties in exchange for a management fee.


Our
operating expenses include costs related to the provision of medical care services (medical group cost of revenues) and general and administrative expenses. Our results of operations
depend on our ability to effectively manage expenses related to health benefits and accurately predict costs incurred.

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Expenses
related to medical care services include payments to contracted primary care physicians and payments to contracted specialists. In general, primary care physicians are paid on a
capitation basis, while specialists are paid on either a capitation or a fee-for-service basis.

Capitation
payments are fixed in advance of periods covered and are not subject to significant accounting estimates. These payments are expensed in the period the providers are obligated
to provide services. Fee-for-service payments are expensed in the period services are provided to our members. Medical care costs include actual historical claims experience
and estimates of incurred but not reported amounts ("IBNR"). We estimate our IBNR monthly, based on a number of factors, including prior claims experience. As part of this review, we also consider
estimates of amounts to cover uncertainties related to fluctuations in provider billing patterns, claims payment patterns, membership and medical cost trends. These estimates are adjusted each month
as more information becomes available. In addition to our own IBNR estimation process, we obtain semi-annual reviews of our IBNR liability from independent actuaries. We believe that our
process for estimating IBNR is adequate and appropriate, but there can be no assurance that medical care costs will not materially differ from such estimates. In addition to contractual
reimbursements to providers, we also make discretionary incentive payments to physicians, which are in large part based on the pay-for-performance, shared risk revenues and any
favorable senior capitation risk-adjustment payments we receive. Since we record these revenues generally in the third or fourth quarter of each fiscal year, when the incentives and
capitation adjustments due from the health plans are known, we also historically adjust interim accruals of discretionary physician bonuses in the same period. Because incentives and
risk-adjustment revenues form the basis for these discretionary bonuses, variability in earnings due to fluctuations in revenues are mitigated by the recording of physician bonuses.

G&A
are largely comprised of wage and benefit costs related to our employee base and other administrative expenses. G&A functions include claims processing, information systems, provider
relations, finance and accounting functions, and legal and regulatory services.

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Medical Group Results of Operations

The following tables summarize our net operating revenue, cost of revenues and operating income from Medical Group operations and are
used in the discussions below for the fiscal years ended September 30, 2010 and 2009 (in thousands).

September 30,Increase
(Decrease)2010

2009

%Medical Group revenues:Capitation

$
187,718

$
194,126

$
(6,408
)

-3.3
%Management fees


1,153


556


597


107.4
%Other operating revenues


1,246


2,048


(802
)

-39.2
%Total Medical Group revenues


190,117


196,730


(6,613
)

-3.4
%Medical Group cost of revenues:PCP capitation


32,871


33,930


(1,059
)

-3.1
%Specialist capitation


41,134


43,710


(2,576
)

-5.9
%Claims expense


72,239


71,294


945


1.3
%Physician salaries


2,876


3,159


(283
)

-9.0
%Other cost of revenues


383


(1,037
)

1,420


-136.9
%Total Medical Group cost of revenues


149,503


151,056


(1,553
)

-1.0
%Gross margin


40,614


45,674


(5,060
)

-11.1
%General and administrative


25,894


28,397


(2,503
)

-8.8
%Depreciation and amortization


3,292


3,515


(223
)

-6.3
%Total other expenses


29,186


31,912


(2,726
)

-8.5
%Income from unconsolidated joint venture


2,503


2,046


457


22.3
%Operating income

$
13,931

$
15,808

$
(1,877
)

-11.9
%Medical cost ratio


78.6
%

76.8
%


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Table of Contents

The
following table sets forth selected operating items, expressed as a percentage of total Medical Group revenue for the fiscal years ended September 30, 2010 and 2009:

September 30,2010

2009Medical Group revenues:Capitation


98.7
%

98.7
%Management fees


0.6
%

0.3
%Other operating revenues


0.7
%

1.0
%Total Medical Group revenues


100.0
%

100.0
%Medical Group cost of revenues:PCP capitation


17.3
%

17.2
%Specialist capitation


21.6
%

22.2
%Claims expense


38.0
%

36.2
%Physician salaries


1.5
%

1.6
%Other cost of revenues


0.2
%

-0.5
%Total Medical Group cost of revenues


78.6
%

76.8
%Gross margin


21.4
%

23.2
%General and administrative


13.6
%

14.4
%Depreciation and amortization


1.7
%

1.8
%Total other expenses


15.4
%

16.2
%Income from unconsolidated joint venture


1.3
%

1.0
%Operating income


7.3
%

8.0
%




Capitation revenue for fiscal 2010 was approximately $187,718,000, representing a decrease of approximately $6,408,000 or 3.3% from
capitation revenue for fiscal 2009 of approximately $194,126,000.

The
decrease in capitation revenue for fiscal 2010 was due primarily to a decrease in commercial enrollment as a result of increased unemployment, partially offset by rate increases and
a slight increase in senior enrollment.



Management fee revenue for fiscal year 2010 was approximately $1,153,000, representing an increase of approximately $597,000 or 107.4%
from management fee revenue for fiscal 2009, of approximately $556,000.

The
increase in management fee revenue during fiscal year 2010 was primarily due to the management fee earned in connection with the management agreements entered into on May 1,
2010 with an independent, unaffiliated managed IPA and an increase in the number of members of AMVICare Health Network, Inc.



Other revenue for fiscal 2010 was approximately $1,246,000, representing a decrease of $802,000 or 39.2% over other revenue for fiscal
2009, of approximately $2,048,000.

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Amounts
represent incentive payments from HMOs under "pay-per-performance" programs for quality medical care based on various criteria. The incentives are
recorded when such amounts are known.

The
decrease in other revenue during fiscal 2010 was primarily due to current year lower funding of these programs by certain partner HMOs.



Primary care physician ("PCP") capitation expense for fiscal 2010 was approximately $32,871,000, representing a decrease of
approximately $1,059,000 or 3.1% over PCP capitation expense for fiscal 2009, of approximately $33,930,000.

The
decrease in PCP capitation expense during fiscal 2010 was primarily due to decreased enrollment, offset by market rate adjustments, including in connection with exclusivity contracts
made as part of our continued effort to attract and retain PCPs and their members.



Specialist Capitation expense for fiscal 2010 was approximately $41,134,000, representing a decrease of $2,576,000 or 5.9% from
specialist capitation expense for fiscal 2009, of approximately $43,710,000.

The
decrease in specialist capitation expense during fiscal 2010 was primarily due to decreased enrollment and capitation of a large portion of our radiology services at a number of our
Medical Groups, which had previously been provided on a fee-for-service basis.



Claims expense for fiscal 2010 was approximately $72,239,000, representing an increase of $945,000 or 1.3% over claims expense for
fiscal 2009, of approximately $71,294,000.

The
increase in claims expense during fiscal 2010 was primarily due to moving certain specialties to a fee-for-service basis in the current fiscal period, which
was considered beneficial to the Company.



Physician salaries expense for fiscal 2010 was approximately $2,876,000, representing a decrease of $283,000 or 9.0%, compared to
physician salaries expense for fiscal 2009 of approximately $3,159,000.

The
decrease in physician salaries expense was primarily the result of the conversion of certain physicians from employment to capitation basis during fiscal 2010.



Other cost of revenues for fiscal 2010 was approximately $383,000 compared to a negative expense of approximately $1,037,000 for fiscal
2009. The negative expense in fiscal 2009 represents reinsurance/stop-loss recoveries in excess of premiums paid, which did not recur in fiscal 2010.



Medical care costs as a percentage of medical revenues (the medical care ratio) largely determine our gross margin. Our gross margin
decreased to 21.4% for fiscal 2010, from 23.2% for fiscal 2009.

The
decrease in our gross margin percentage between fiscal 2010 and 2009 was the result of the factors discussed above.

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General and administrative expenses were approximately $25,894,000 for fiscal 2010, representing 13.6% of total Medical Group revenues,
as compared with $28,397,000, or 14.4% of total revenues, for fiscal 2009.

The
decrease in general and administrative expenses as a percentage of total Medical Group revenues during fiscal 2010 was primarily the result of the consolidation of administrative
functions among our Medical Groups, resulting in the elimination of certain positions, together with overall efficiencies.



Depreciation and amortization expense for fiscal 2010 decreased to approximately $3,292,000 from $3,515,000 for fiscal 2009. The
decrease in depreciation and amortization expense was primarily due to the full amortization of certain intangible assets related to the ProMed Acquisition.



The income from unconsolidated joint venture for fiscal 2010 increased to approximately $2,503,000 from approximately $2,046,000 for
fiscal 2009. The increase was primarily due to increased Medi/Medi and senior enrollment and increased risk pool income.



Our Medical Group segment reported operating incomes of approximately $13,931,000 and $15,808,000 for fiscal 2010 and 2009,
respectively. This decrease was the result of the changes discussed above. The pre-tax operating results of the Medical Group segment include certain corporate expense allocations for
insurance, professional fees, and amortization of identifiable intangibles.

Corporate Segment

Certain expenses incurred at the Parent Entity not specifically allocable to the Hospital Services or Medical Group segments are
recorded in the Corporate segment. These expenses include salaries (including stock-based compensation), benefits, financing, rent, supplies, legal, SEC compliance, and Sarbanes-Oxley compliance. We
do not allocate interest expense, gain or loss on interest rate swaps and income taxes to the other reporting segments.

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The following table summarizes our corporate expense for the Parent Entity, and is used in the discussion below for the years ended September 30, 2010 and
2009 (in thousands).

September 30,2010

2009

Increase
(Decrease)

%Operating Expenses:General and administrative

$
13,597

$
12,215

$
1,382


11.3
%Depreciation and amortization


14


13


1


7.7
%Total Operating Expenses


13,611


12,228


1,383


11.3
%Other (Income) Expense:Interest expense and amortization of deferred financing costs, net


22,724


26,835


(4,111
)

-15.3
%Loss in value of interest rate swap arrangements





5,299


(5,299
)

100.0
%Prepayment penalty on debt refinance





2,588


(2,588
)

-100.0
%Loss on termination of interest rate swap arrangements





6,861


(6,861
)

100.0
%Total Other Expenses


22,724


41,583


(18,859
)

-45.4
%Total Corporate Expenses

$
36,335

$
53,811

$
(17,476
)

-32.5
%


The
following table sets forth selected operating items, expressed as a percentage of total consolidated revenues:

September 30,2010

2009Operating Expenses:General and administrative


2.9
%

3.0
%Depreciation and amortization


0.0
%

0.0
%Total Operating Expenses


2.9
%

3.0
%Other (Income) Expense:Interest expense and amortization of deferred financing costs, net


4.8
%

6.7
%(Gain) loss in value of interest rate swap arrangements


0.0
%

1.3
%Prepayment penalty on debt refinance


0.0
%

0.7
%Loss on termination of interest rate swap arrangements


0.0
%

1.7
%Total Other Expenses


4.8
%

10.4
%Total Corporate Expenses


7.7
%

13.4
%




G&A expenses as a percent of consolidated revenues from continuing operations decreased to 2.9% for fiscal year 2010 from 3.0% for
fiscal year 2009. The decrease primarily related to reductions in bank, audit and outside services cost , including savings related to bringing certain functions in-house, offset by an
increase in legal and outside services charges totaling approximately $1,500,000, incurred in connection with the merger transaction (see Note 4 to the accompanying consolidated financial
statements).

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Depreciation and amortization expense increased to approximately $14,000 for fiscal year 2010 compared to approximately $13,000 for
fiscal year 2009, primarily as a result of depreciation on additional office equipment acquired in fiscal year 2010.



Interest expense and amortization of deferred financing costs, net for fiscal year 2010 was approximately $22,724,000, compared to
$26,835,000, for fiscal 2009, a decrease of approximately 15.3%. During fiscal 2009, we were paying significantly higher interest rates on our prior debt facilities, including default interest, fees
and "payment-in-kind" ("PIK") interest. As set forth below, following the issuance of the $160,000,000 12.75% senior secured notes and the repayment of all remaining amounts
outstanding under our former $155,000,000 senior secured credit facility, the Company wrote-off approximately $550,000 of deferred financing related to its former credit facilities, which
amount was recorded as interest expense in the fourth quarter of fiscal year 2009.



During much of fiscal 2009, we had two interest rate swaps in place for initial notional principal amounts of $48,000,000 and
$97,800,000, respectively, designed as cash flow hedges of our former floating rate term debt, with changes in fair value of the swaps being included in earnings. In fiscal year 2009, loss on interest
rate swaps totaled approximately $5,299,000.

Concurrent
with the Senior Secured Note transaction, the Company terminated the interest rate swap arrangements, paid approximately $11,700,000 in final settlement of all amounts owing
under the swap arrangements and expensed all previously unamortized swap fluctuation amounts in the fourth quarter of fiscal year 2009.



As discussed in Note 9 to the accompanying consolidated financial statements, following the issuance of the $160,000,000, 12.75%
senior secured notes, the Company repaid all remaining amounts outstanding under its former $155,000,000 senior secured credit facility, plus a prepayment premium of approximately $2,588,000.



In connection with our July 2009 termination of prior swap arrangements, all amounts included in accumulated other comprehensive loss,
including related deferred income taxes (of approximately $4,200,000) of approximately $6,800,000 was recorded as interest rate swaps termination charge.

Consolidated Results of Operations



Provision for income taxes for fiscal year 2010 was approximately $10,338,000 compared to income tax benefit of approximately
$(1,019,000) in fiscal year 2009. The effective tax rate was higher at 55% in fiscal 2010 compared to 30% in fiscal 2009. The higher effective tax rate in fiscal 2010 was primarily due to the change
in tax valuation accounts attributable to Brotman.



Net income attributable to common stockholders for fiscal year 2010 was approximately $10,372,000, or $0.45 per diluted share, as
compared to a net loss of $2,420,000, or $0.12 per diluted share, for fiscal year 2009, which change in income was the result of the changes discussed above.

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Net loss, net of tax attributable to noncontrolling interests for fiscal year 2010 was approximately $1,956,000, as compared to net
income of $7,000 for fiscal year 2009. The change was due to consolidation of Brotman for a full twelve months in the current fiscal year and a higher Brotman loss in fiscal 2010. As discussed in
Note 5 to the accompanying consolidated financial statements, prior to October 1, 2009, a pro rata share of net income (loss) attributable to minority
interest in Brotman was not included under minority interest in the Company's consolidated statement of operations, as the cumulative minority share of such income did not exceed their cumulative
share of prior losses absorbed by the Company.

Liquidity and Capital Resources

As further discussed in Note 4, effective December 15, 2010, our stockholders adopted the Merger Agreement, entered into
between the Company with Ivy Holdings Inc. and Ivy Merger Sub Corp., at a special meeting of stockholders. Following the merger, each holder of senior secured notes is entitled under the
indenture to require the Company to repurchase all or a portion of the holder's senior secured notes at a cash purchase price equal to 101% of the principal amount of the senior secured notes plus
accrued and unpaid interest. Accordingly, following the effective time of the merger, the Company has mailed a notice to each holder of such notes advising the holder that it is entitled under the
indenture, within 90 days of the effective time of the merger, to require the Company to purchase the senior secured notes held by the holder at a purchase price equal to 101% of the principal
amount of the senior secured notes, plus accrued and unpaid interest to the date of purchase. Pending the expiration of the 90 days redemption period, the amounts owing under the senior secured
notes plus accrued and unpaid interest thereon have been reflected as current in the accompanying September 30, 2010 consolidated balance sheet (refer to Note 9).

The
LGP Funds have agreed in the Merger Agreement to provide a backstop commitment letter to provide the funds that are required to comply with the change of control provisions contained
in the indenture governing the Company's senior secured notes. The LGP Funds may fail to meet its obligations under the Merger Agreement and as a consequence, the Company fails to satisfy its
obligations under the indenture of the senior secured notes, in which event, this would negatively impact the Company's liquidity, ability to operate and ability to continue as a going concern.

Our
primary sources of cash have been funds provided by borrowings under our credit facilities, by the issuance of equity securities and by cash flow from operations. Prior to the
August 8, 2007 acquisition of Alta, our primary sources of cash from operations were healthcare capitation revenues, fee-for-service revenues, risk pool payments and
pay-for-performance incentives earned by our affiliated physician organizations. With the Alta acquisition and subsequently, Brotman, our sources of cash from operations now
include payments for Hospital Services rendered under reimbursement arrangements with third party payers, which include the Federal government under the Medicare program, the State government under
the Medi-Cal program, private insurers, HMOs, PPOs, and self-pay patients.

Our
primary uses of cash include healthcare capitation and claims payments by our Medical Groups, administrative expenses, debt service, acquisitions, costs associated with the
integration of acquired businesses, information systems and, with the acquisition of Alta and subsequently, Brotman, operating, capital improvement and administrative expenses related to our hospital
operations. Our Medical
Groups generally receive capitation revenue prior to processing provider capitation and claims payments. However, our hospitals receive payments for services rendered generally 30 to 90 days
after the medical care is rendered. For some payors, the time lag between service and reimbursement can exceed one year.

Our
investment strategies are designed to provide safety and preservation of capital, sufficient liquidity to meet the cash flow needs of our business operations and attainment of a
competitive return.

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As
of September 30, 2010, we invested our cash in interest bearing money market accounts, interest-bearing certificates of deposit and non interest-bearing checking accounts. All of these
amounts are classified as current assets and included in cash and cash equivalents in our consolidated balance sheets.

Since
emergence from bankruptcy, Brotman has continued to incur losses and experience liquidity issues. Additionally, pursuant to an amendment entered into effective February 10,
2010, $16,000,000 of the indebtedness due to the Los Angeles Jewish Home for Aging may have to be repaid as early as April 2011 (Note 9). Management is currently implementing operational
improvements aimed at returning Brotman to profitability and is evaluating the refinancing of this debt. Prospect has limited ability to fund Brotman's post acquisition operations.



Net cash provided by operating activities was approximately $16,985,000 for the fiscal year ended September 30, 2010 compared to
net cash provided by operating activities of approximately $23,573,000 for the fiscal year ended September 30, 2009.

Increases
as a result of:



Decreases
as a result of:



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Net
cash used in investing activities was approximately $2,664,000 for the fiscal year ended September 30, 2010, compared to a use of approximately $3,550,000 for the fiscal year
ended September 30, 2009.



Net
cash used by financing activities was approximately $1,360,000 for the fiscal year ended September 30, 2010, as compared to a use of approximately $15,838,000 for the fiscal
year ended September 30, 2009.





On July 29, 2009, the Company closed the offering of $160,000,000 in 12.75% senior secured notes due 2014 (the "Notes") at an
issue price of 92.335%. The sale was executed in accordance with Rule 144A under the Securities Act of 1933 and Regulation S under the Securities Act of 1933. Also, in connection with
the issuance of the Notes, the Company entered into a three year $15,000,000 revolving credit facility, which was undrawn at closing. The interest rate under the revolving credit facility will be at
LIBOR plus an applicable margin of 7.00%, with a LIBOR floor of 2.00%. The Company used the net proceeds from the sale of the Notes to repay all amounts outstanding under the Former Credit Facility,
plus a prepayment premium of approximately $2,600,000.



As part of Brotman's emergence from bankruptcy on April 14, 2009, financing was secured from the Los Angeles Jewish Home for the
Aging ("JHA") and Gemino Healthcare Finance, LLC ("Gemino").

The
JHA financing was comprised of two term debt components, a $16,000,000 tranche secured by assets on the west side of the Brotman campus commonly referred to as "Delmas West" and a
$6,250,000 tranche on the main hospital pavilion on the east side of the property. The $16,000,000 tranche contains an option for JHA to acquire the Delmas West parcel for a purchase price equal to
the outstanding debt within 24 months of the effective date of the bankruptcy. If JHA does not exercise its option, Brotman will be required to refinance the $16,000,000 tranche on or before
April 14, 2011. With respect to the $16,000,000 tranche of the JHA facility, JHA also has the right to declare the unpaid loan amount, immediately due and payable at any time after
April 14, 2010 and prior to April 14, 2011, provided that JHA gives 180 days' written notice of exercise. Effective February 10,

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2010,
JHA and Brotman entered into an amendment to the Term A loan, whereby the earliest date on which JHA could provide notice of its exercise of the Put Right was extended from April 14, 2010
to October 14, 2010, effectively extending the earliest maturity date for the Term A Loan to April 14, 2011. Brotman and JHA are currently negotiating an amendment to the Term A Loan,
pending completion of which amounts owing under this loan have been reflected as current in the Company's September 30, 2010 consolidated balance sheet. In addition, the $6,250,000 tranche of
the JHA transaction will mature on April 14, 2012 and Brotman will need to secure financing to retire this portion of the debt.

The
Gemino financing was comprised of a $6,000,000 (which was increased to $7,000,000 pursuant to an amendment described below), senior credit facility secured by accounts receivable.
The facility expires on the earlier of April 14, 2012 and the JHA loan (see above) maturity date and bears interest at LIBOR plus 7% per annum, with a LIBOR floor of 4%. Interest is incurred
based on the greater of $2,000,000 or the outstanding principal balance. The agreement also includes an unused line fee of 0.5% per annum and a collateral line fee, based on the average outstanding
principal balance, of 0.5% per annum. The senior credit facility agreement contains customary covenants for facilities of this type, including restrictions on the payment of dividends, change in
ownership/management, asset sales, incurrence of additional indebtedness, sale-leaseback transactions, and related party transactions. Brotman must also comply with financial covenants.
Prior to a recent amendment discussed below, Brotman was required to comply with a fixed charge coverage ratio of not less than (i) 1.10:1.00 for the fiscal quarter ending June 30, 2009,
(ii) 1.15:1.00 for the fiscal quarter ending September 30, 2009; and (iii) 1.20:1.00 for each fiscal quarter ending thereafter. As of September 30, 2009, Brotman was not in
compliance with the required financial covenants under the Gemino credit agreement. Pursuant to an amendment entered into effective December 11, 2009, the Gemino credit agreement was amended to
provide, among other things, a waiver of the specified events of default and the amendment to the definition of fixed charge coverage ratio. Under the amended credit agreement, the fixed charge
coverage ratio was amended to require not less than (i) 1.00:1.00 for the fiscal quarters ended December 31, 2009 and March 31, 2010; (ii) 1.05:1.00 for the fiscal quarters
ended June 30, 2010 and September 30, 2010; (iii) 1.10:1.00 for the fiscal quarters ending December 31, 2010 and March 31, 2011; and (iv) 1.20:1.00 for the
fiscal quarter ending June 30, 2011 and each fiscal quarter ending thereafter. As of September 30, 2010, Brotman was in compliance with the required financial covenants under the amended
credit agreement. Pursuant to an amendment entered into effective February 17, 2010, the Gemino credit agreement and promissory note were amended to increase the loan commitment by $1,000,000
to a total commitment of $7,000,000 as set forth above.

The
Class 4 Note, which was executed on April 14, 2009, the Effective Date of Brotman's Plan of Reorganization, for the benefit of the allowed Class 4 claims (as
defined in the Plan of Reorganization)
bears interest at 7.50% per annum and is payable in sixteen equal quarterly installments of principal and accrued interest through February 15, 2013. The Note contains a covenant which, so long
as amounts remain outstanding under the Note, restricts Brotman from paying Prospect in cash a consulting fee of more than $100,000 per month, as specified in the Amended and Restated Consulting
Services Agreement (see Note 7 to the accompanying consolidated financial statements). As such, although the amount of the consulting fee was increased to 4.5% of Brotman's net operating
revenue effective April 14, 2009, the amount of such consulting fee actually paid in cash will not exceed $100,000 per month until such time permitted by applicable agreement or the Creditor
Trust Note has been amended or repaid. For the fiscal year ended September 30, 2010 and the 169-day period ended September 30, 2009, total principal repayments on the
Class 4 Note were approximately $1,000,000 and $500,000, respectively.

We
anticipate attempting to finance future acquisitions and potential business expansion with a combination of debt, issuances of equity instruments and cash flow from operations. In
order to meet our long-term liquidity needs, we may incur, from time to time, additional bank indebtedness. Banks and traditional commercial lenders do not generally make loans to
companies without substantial

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tangible
net worth. Since, by the nature of our business, we accumulate substantial goodwill and intangibles on our consolidated balance sheet, it may be difficult for us to obtain this type of
financing in the future. We may issue additional equity and debt securities, the availability and terms of which will depend upon market and other conditions. The corporate lending and equity markets
have been affected by the current credit market conditions, resulting in both a reduction in the number of transactions as well as the amount of funds raised. Transactions that have been consummated
are completed at lower valuations in the case of equity offerings and at higher interest costs in the case of debt offerings. Our ability to issue any debt or equity instruments in a public or private
sale is also restricted under certain circumstances, pursuant to contractual restrictions in agreements with our lenders and the indenture governing the Notes (see above). There can be no assurance
that additional financing will be available upon terms acceptable to us, if at all. The failure to raise the funds necessary to finance our future cash requirements could adversely affect our ability
to pursue our strategy and could adversely affect our future results of operations.

As
of September 30, 2010, Brotman failed to process the required restricted cash transfer on September 1, 2010. As such, the loan was under technical default. On
October 2, 2010, Brotman processed payment, however as of the date of this filing, Brotman remains out of compliance.



None.

Critical Accounting Policies

The accounting policies described below are considered critical in preparing our audited consolidated financial statements. Critical
accounting policies require difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The judgments and
uncertainties affecting the application of these policies include significant estimates and assumptions made by us using information available at the time the estimates are made. Actual results could
differ materially from those estimates.



Under applicable financial reporting requirements, the financial statements of the Medical Groups with which we have management
services agreements are consolidated with our own financial statements. As provided by the FASB issued interpretation guidance, the consolidation is required because we are deemed to hold a
controlling financial interest in such organizations through a nominee shareholder. We can, through the assignable option agreements, change the nominee shareholder at will on an unlimited basis and
for nominal cost. There is no limitation on our designation of a nominee shareholder except that any nominee shareholder must be a licensed physician or otherwise permitted by law to hold shares in a
professional medical corporation. The operations of our affiliated physician organizations have a significant impact on our financial statements. The financial statements of Brotman have been included
in our consolidated financial statements since April 14, 2009, when we acquired a majority stake in that entity. All intercompany accounts and balances have been eliminated in consolidation.

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Operating revenue of the Hospital Services segment consists primarily of net patient service revenue. A summary of the payment
arrangements with major third party payers follows:

Medicare:Medicare is a Federal program that provides certain hospital and medical insurance benefits to persons aged 65 and over, some
disabled
persons and persons with end-stage renal disease. Inpatient services rendered to Medicare program beneficiaries are paid at prospectively determined rates per discharge, according to a
patient classification system based on clinical, diagnostic, and other factors. Outpatient services are paid based on a blend of prospectively determined rates and cost-reimbursed
methodologies. We are also reimbursed for various disproportionate share and Medicare bad debt components at tentative rates, with final settlement determined after submission of annual Medicare cost
reports and audits thereof by the Medicare fiscal intermediary.

Medi-Cal:Medi-Cal is a joint Federal-State funded healthcare benefit program that is administered by the State of California
to provide benefits to qualifying individuals who are unable to afford care. Inpatient services rendered to Medi-Cal program beneficiaries are paid at contracted per diem rates. The per
diem rates are not subject to retrospective adjustment. Outpatient services are paid based on prospectively determined rates per procedure provided.

Managed care:We also receive payment from certain commercial insurance carriers, HMOs and PPOs. The basis for payment is in accordance
with
negotiated contracted rates or at our standard charges for services provided where no prior contract is in place.

Self-Pay:Self-pay patients represent those patients who do not have health insurance and are not covered by some other form
of third party arrangement. Such patients are evaluated, at the time of service or shortly thereafter, for their ability to pay based upon Federal and State poverty guidelines, qualifications for
Medi-Cal, as well as our local hospital's indigent and charity care policy.

We
recognize revenues in the period in which services are provided. Accounts receivable primarily consist of amounts due from third party payers and patients. Amounts we receive for
treatment of patients covered by governmental programs, such as Medicare and Medi-Cal, and other third party payers such as HMOs, PPOs and other private insurers, are generally less than
our established billing rates. Accordingly, our gross revenues and accounts receivable are reduced to net realizable value through an allowance for contractual discounts.

For
Medicare and Medi-Cal programs, provisions for contractual adjustments are made to reduce patient charges to the estimated cash receipts based on each program's
principles of payment/reimbursement (i.e., either prospectively determined or retrospectively determined costs). Under the Medi-Cal program's prospective reimbursement systems,
there is no adjustment or settlement of the difference between the actual cost to provide the service and the predetermined reimbursement rates. Certain types of payments by the Medicare program
(e.g. Medicare Disproportionate Share Hospital and Medicare Allowable Bad Debts) are subject to retroactive adjustment in future periods. Final settlements under these programs are subject to
adjustment based on administrative review and audit by third party intermediaries, which can take several years to resolve completely. Normal estimation differences between anticipated final
settlements and amounts accrued in previous years are reflected in net patient service revenue, which amounts totaled approximately $377,000 and $1,087,000 in fiscal year 2010 and 2009, respectively.
As of September 30, 2010 and 2009, cost report settlements which are recorded as third-party settlements receivable or payable in the accompanying balance sheets totaled approximately $103,000
and $1,575,000, respectively.

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Estimates
for contractual allowances under managed care health plans are primarily based on the payment terms of contractual arrangements, such as predetermined rates per diagnosis, per
diem rates or discounted fee for service rates.

We
closely monitor our historical collection rates, as well as changes in applicable laws, rules and regulations and contract terms, to ensure that provisions are made using the most
appropriate and current information available. However, due to the complexities involved in these estimations, actual payments from payers may be materially different from the amounts we estimate and
record. If the actual contractual reimbursement percentage under government programs and managed care contracts differed by 1% from our estimated percentage, we project that our consolidated net
hospital services
revenue and net income would have changed by approximately $10,514,000 and $5,467,000, respectively, for the fiscal year ended September 30, 2010 and by approximately $6,916,000 and $2,075,000,
respectively, for the fiscal year ended September 30, 2009. The process of determining the allowance requires us to estimate the amount expected to be received based on payer contract
provisions, historical collection data as well as other factors and requires a high degree of judgment. This process is impacted by changes in legislation, managed care contracts and other related
factors. A significant increase in our estimate of contractual discounts for Medicare, Medi-Cal and managed care plans would significantly lower our earnings. This would adversely affect
our results of operations, financial condition, liquidity and future access to capital.



Substantially all of our accounts receivable are related to providing healthcare services to our hospital patients. Collection of these
accounts receivable is a primary source of cash and is critical to our operating performance. Our hospitals provide services to patients with healthcare coverage, as well as to those without
healthcare coverage. Those patients with healthcare coverage are often responsible for a portion of their bill referred to as the co-payment or deductible. This portion of the bill is
determined by the patient's individual healthcare or insurance plan. Patients without healthcare coverage are evaluated at the time of service, or shortly thereafter, for their ability to pay based on
Federal and State poverty guidelines, qualification for Medi-Cal, as well as our policies for indigent and charity care. We maintain a uniform policy whereby patient account balances are
characterized as charity and indigent care only if the patient meets certain percentages of the Federal poverty level guidelines. Because we do not pursue collection of amounts determined to qualify
as charity care, they are not reported in net revenues or in accounts receivable, net. We manage our provision for doubtful accounts using hospital-specific goals and benchmarks such as total cash
collections, point-of-service cash collections, accounts receivable days outstanding ("AR Days"), and accounts receivable aging. Accounts receivable balances are reserved at
increasing percentages as they age. We establish a partial reserve in the allowance for doubtful accounts for self-pay balances on the date of discharge. All hospital receivables are fully
reserved if they have been outstanding for greater than 365 days from the date of discharge.

Statements
are sent to self-pay patients indicating the outstanding balances on their accounts. If an account is still outstanding after a period of time, it is referred to
third party collection agencies for assistance in collecting the amount due. Our policy is to write-off all self-pay accounts after all collection efforts have been exhausted.
All accounts that have been placed with third party collection agencies are written off. Patient responsibility accounts represent the majority of our write-offs. Accounts that are
identified as self-pay accounts with insignificant balances are automatically written off in accordance with our collection policy. Non self-pay accounts are reviewed monthly
and written-off on a case-by-case basis.

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The largest component of our allowance for doubtful accounts relates to self-pay accounts. These accounts include both amounts payable by uninsured
patients and co-payments and deductibles payable by insured patients. In general, we attempt to collect deductibles, co-payments and self-pay accounts prior to the
time of service for non-emergency care. If we do not collect the self-pay portion from the patient prior to the delivery of care, the accounts are handled through our billing
and collections processes. We verify each patient's insurance coverage as early as possible before a scheduled admission or procedure, including with respect to eligibility, benefits and
authorization/pre-certification requirements, in order to notify patients of the amounts for which they will be responsible. We attempt to verify insurance coverage within a reasonable
amount of time for all emergency room visits and urgent admissions in compliance with applicable laws.

The
table below shows the net accounts receivable and allowance for doubtful accounts by payer (in thousands):

September 30, 2010

September 30, 2009Accounts
Receivable
before
Allowance
for Doubtful
Accounts

Allowance
for Doubtful
Accounts

Net

Accounts
Receivable
before
Allowance
for Doubtful
Accounts

Allowance
for Doubtful
Accounts

NetMedicare

$
16,538

$
1,644

$
14,894

$
9,919

$
1,064

$
8,855Medi-Cal


16,656


1,697


14,959


15,383


883


14,500Managed care


11,358


1,622


9,736


10,803


1,324


9,479Self-pay


18,553


15,573


2,980


11,391


8,183


3,208Other


247


139


108


1,025


261


764Total

$
63,352

$
20,675

$
42,677

$
48,521

$
11,715

$
36,806


When
considering the adequacy of our allowances for doubtful accounts, accounts receivable balances are routinely reviewed in conjunction with healthcare industry trends/indicators,
historical collection rates by payer and other business and economic conditions that might reasonably be expected to affect the collectability of the balance. We believe that our principal risk of
collection continues to be uninsured patient accounts and patient accounts for which the primary insurance payer has paid but patient responsibility amounts (generally deductibles and
co-payments) remain outstanding. If our actual collection rate changed by 1% from the estimated percentage that we used, we project that our allowance for doubtful accounts and
consolidated net income would have changed by approximately $206,000 and $117,000, respectively, in the fiscal year ended September 30, 2010 and 2009, respectively. The provision for doubtful
accounts as a percentage of net patient revenues was 10.7% for the year ended September 30, 2010 compared to 8.6% for the year ended September 30, 2009. The increase was attributable
primarily to the current year inclusion of a full year of Brotman, which historically has a higher percentage of self-pay patients. Excluding Brotman, the provision for doubtful accounts
as a percentage of net patient revenues was 6.2% for the year ended
September 30, 2010, compared to 5.5% for the year ended September 30, 2009, which increase was attributable primarily to the impact of current economic conditions on individuals' ability
to pay.

Of
the accounts receivable identified as due from third party payers at the time of billing, a small percentage may convert to self-pay upon denials from third party payers.
Those accounts are closely monitored on a routine basis for potential denial and are reclassified to the proper payer group as appropriate.

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Third
party payer and self-pay balances, as a percent of total gross billed accounts receivable are summarized in the tables below:

September 30, 2010

September 30, 2009Medicare

Medi-Cal

Managed
Care

Self-Pay
& Other

Total

Medicare

Medi-Cal

Managed
Care

Self-Pay
& Other

Total0 - 60 days


82
%

72
%

51
%

13
%

66
%

84
%

77
%

50
%

25
%

68
%61 - 120 days


8
%

16
%

24
%

24
%

16
%

9
%

11
%

22
%

23
%

14
%121 - 180 days


6
%

6
%

14
%

20
%

9
%

3
%

7
%

16
%

28
%

10
%Over 180 days


4
%

6
%

11
%

43
%

9
%

4
%

5
%

12
%

24
%

8
%Total


100
%

100
%

100
%

100
%

100
%

100
%

100
%

100
%

100
%

100
%


The increase in over 180 days self-pay accounts receivable as a percentage of total net self-pay receivable is
primarily attributable to the impact of current economic conditions on individuals' ability to pay, which has been included when estimating the related allowance for doubtful accounts.

Our
AR Days from Hospital Services operations were 57.0 days at September 30, 2010 compared to 51.6 days at September 30, 2009, which increase was due
primarily to the impact of current economic
conditions on individuals' ability to pay. AR Days at September 30, 2010 and 2009 are within our target range. AR Days are calculated as our accounts receivable from Hospital Services
operations on the last date in the relevant quarter divided by our net patient revenues for the quarter ended on that date divided by the number of days in the quarter.

Although
we believe that our existing allowance for doubtful accounts reserve policies for all payer classes are appropriate and responsive to both the current healthcare environment and
the overall economic climate, we will continue to review our overall reserve adequacy by monitoring historical cash collections as a percentage of trailing net revenue less provision for bad debts, as
well as by analyzing current period net revenue and admissions by payer classification, aged accounts receivable by payer, days revenue outstanding, and the impact of our recent acquisition of
Brotman.



The workers' compensation coverage provides the statutory benefits required by law and the employer's liability limits are $1,000,000.
The Alta and Prospect workers' compensation coverage for October 1, 2009 through September 30, 2010 did not have an aggregate loss limitation. The current workers' compensation policy
for the period of October 1, 2010 through September 30, 2011 does not have an aggregate loss limitation. Losses within the deductible are funded via a cash loss fund and reconciled
annually. At September 30, 2010 and 2009, accruals relating to Alta and Brotman for uninsured claims and claims incurred but not reported of approximately $2,769,000 and $3,220,000,
respectively, are estimated based upon an actuarial valuation of the Company's claims experience, using a discount factor of 4% and 4%, respectively.

The
claim reserve is based on the best data available to the Company; however, the estimate is subject to a significant degree of inherent variability. The estimate is monitored and
reviewed, and as the reserve is adjusted, the difference is reflected in current operations. While the ultimate amount of the claims liability is dependent on future developments, management is of the
opinion that the associated liabilities recognized in the accompanying consolidated financial statements are adequate to cover such claims. Management is aware of no potential claims whose settlement,
if any, would have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

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Operating revenue of our Medical Groups consists primarily of capitation payments for medical services provided by our affiliated
physician organizations under contracts with HMOs. Capitation revenue under HMO contracts is prepaid monthly to the affiliated physician organizations based on the number and type of enrollees
assigned to physicians in our affiliated physician organizations.

Capitation
revenue paid by HMOs is recognized in the month in which the affiliated physician organization is obligated to provide services. Capitation revenue may be subsequently
adjusted to reflect changes in enrollment as a result of retroactive terminations or additions. Such retroactive terminations or additions have historically not had a material effect on capitation
revenue.

Under
the Risk Adjustment model, capitation for the current year is paid based on data submitted for each enrollee for previous periods. Capitation is paid at interim rates during the
year and is adjusted in subsequent after the final data has been processed by CMS. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less
healthcare services than assumed in the interim payments. Since we cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of risk adjustment are
recognized when those changes are communicated from the health plans, generally in the fourth quarter of the fiscal year to which the adjustments relate. We recorded approximately $4,000,000 and
$4,300,000 in increased capitation revenue in the fiscal 2010 and 2009, respectively.

We
also earn additional incentive revenue or incur penalties under HMO contracts by sharing in the risk for hospital related expenses including inpatient services utilized. As of
September 30, 2010, except for two contracts where we are contractually obligated for down-side risk, shared risk deficits are not payable unless and until we generate future
risk-sharing surpluses. Risk pools are generally settled in the third or fourth quarter of the following calendar year. Due to the lack of access to timely information necessary to
estimate the related costs, shared-risk amounts receivable from the HMOs are recorded when such amounts are known. We also receive incentives under
"pay-for-performance" programs for quality medical care based on various criteria. Pay-for-performance payments are generally recorded in the third and
fourth quarters of our fiscal year when such amounts are known, once we are in receipt of information necessary to reliably estimate these amounts. Risk pool and
pay-for-performance incentives are affected by many factors, some of which are beyond our control, and may vary significantly from year to year.

Management
fee revenue is earned in the month the services have been performed.



Our affiliated physician organizations are responsible for the medical services their contracted or employed physicians provide to an
assigned HMO enrollee. The cost of healthcare services is recognized in the period in which it is provided and includes an estimate of the cost of services which have been incurred but not reported.
The determination of our claims liability and other healthcare costs payable is particularly important to the determination of our financial position and results of operations and requires the
application of significant judgment by our Management, and as a result, is subject to an inherent degree of uncertainty.

Our
medical care costs include actual historical claims experience and IBNR. We, together with our independent actuaries, estimate medical claims liabilities using actuarial methods
based upon historical data, adjusted for payment patterns, cost trends, product mix, utilization of healthcare services and other relevant factors. The estimation methods and the resulting reserves
are frequently reviewed and updated, and adjustments, if necessary, are reflected in the period they become known. While we believe our estimates are adequate and appropriate, it is possible that
future events could

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require
us to make significant adjustments or revisions to these estimates. In assessing the adequacy of accruals for medical claims liabilities, we consider our historical experience, the terms of
existing contracts, our knowledge of trends in the industry, information provided by our customers and information available from other sources, as appropriate.

The
most significant estimates involved in determining our claims liability concern the determination of claims payment completion factors and trended per member per month cost
estimates.

We
consider historical activity for the current month, plus the prior 24 months, in our IBNR calculation. For the fifth month of service prior to the reporting date and earlier,
we estimate our outstanding claims liability based upon actual claims paid, adjusted for estimated completion factors. Completion factors seek to measure the cumulative percentage of claims expense
that will have been paid for a given month of service as of a date subsequent to that month of service. Completion factors are based upon historical payment patterns. For the four months of service
immediately prior to the reporting
date, actual claims paid are not a reliable measure of our ultimate liability, given the delay inherent between the patient/physician encounter and the actual submission of a claim for payment. For
these months of service we estimate our claims liability based upon trended per member per month ("PMPM") cost estimates. These estimates reflect recent trends in payments and expense, utilization
patterns, authorized services and other relevant factors.

The
following unaudited tables reflect (i) the change in our estimate of claims liability as of September 30, 2010 that would have resulted had we changed our completion
factors for all applicable months of service included in our IBNR calculation (i.e., the preceding 5th through 25th months) by the percentages indicated; and (ii) the
change in our estimate of claims liability as of September 30, 2010 that would have resulted had we changed trended PMPM factors for all applicable months of service included in our IBNR
calculation (i.e., the preceding 1st through 4th months) by the percentages indicated. Changes in estimate of the magnitude indicated in the ranges presented are considered
reasonably likely.

Increase (Decrease)
in Estimated
Completion Factors

Increase (Decrease)
in Accrued Medical
Claims Payable(in thousands)(3)%

$
(4,394
)(2)%

$
(2,929
)(1)%

$
(1,465
)1%

$
1,4652%

$
2,9293%

$
4,394




Increase (Decrease)
in Trended
PMPM Factors

Increase (Decrease)
in Accrued Medical
Claims Payable(in thousands)(3)%

$
(889
)(2)%

$
(592
)(1)%

$
(296
)1%

$
2962%

$
5923%

$
889


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The following table shows the components of the change in medical claims and benefits payable (in thousands, unaudited):

Years Ended September 30,2010

2009IBNR as of beginning of period

$
16,824

$
20,480Healthcare claims expense incurred during the period:Current year


80,945


72,424Prior years


(2,667
)

(1,130
)Total incurred


78,278


71,294Healthcare claims paid during the period:Current year


(63,373
)

(56,100
)Prior years


(13,870
)

(18,850
)Total paid


(77,243
)

(74,950
)IBNR as of end of period

$
17,859

$
16,824


Through
September 30, 2010, the $2,667,000 change in estimate related to IBNR as of September 30, 2009 represented approximately 15.9% of the IBNR balance as of
September 30, 2009, approximately 3.4% of fiscal 2009 claims expense, and after consideration of tax effect, approximately 105% of net loss for the year then ended.

Through
September 30, 2009, the $1,130,000 change in estimate related to IBNR as of September 30, 2008 represented approximately 5.5% of the IBNR balance as of
September 30, 2008, approximately 1.5% of fiscal 2008 claims expense, and after consideration of tax effect, approximately 57.6% of net loss from continuing operations for the year then ended.

Past
fluctuations in IBNR estimates might also be a useful indicator of the potential magnitude of future changes in these estimates. Quarterly IBNR estimates include provisions for
adverse development based on historical volatility. We maintain similar provisions at fiscal year end.

We
also regularly evaluate the need to establish premium deficiency reserves for the probability that anticipated future healthcare costs could exceed future capitation payments from the
HMOs. To date, we have determined that no material premium deficiency reserves have been necessary.



The FASB issued guidance for business combination requires acquired intangible assets to be separately recognized upon meeting certain
criteria. Such intangible assets include, but are not limited to, trade and service marks, non-compete agreements, customer lists and licenses.

The
FASB issued guidance for goodwill and other intangible assets requires that goodwill and indefinite life intangible assets not be subject to amortization but be evaluated for
impairment on at least an annual basis, or more frequently if certain indicators are present. Such indicators include adverse changes in market value and/or stock price, laws and regulations,
profitability, cash flows, our ability to maintain enrollment and renew payer contracts on favorable terms. A two-step impairment test is used to identify potential goodwill impairment and
to measure the amount of goodwill impairment loss to be recognized (if any). The first step consists of estimating the fair value of the reporting unit based on recognized valuation techniques, which
include a weighted combination of (i) the guideline company method that utilizes revenue or earnings multiples for comparable publicly-traded companies, and (ii) a discounted cash flow
model that utilizes future cash flows, the timing of those cash flows, and a discount rate (or weighted average cost of capital which considers the cost of

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equity
and cost of debt financing expected by a representative market participant) representing the time value of money and the inherent risk and uncertainty of the future cash flows. If the estimated
fair value of the reporting unit is less than its carrying value, a second step is performed to compute the amount of the impairment by determining the "implied fair value" of the goodwill, which is
compared to its corresponding carrying value.

Long-lived
assets, including property, improvements and equipment and amortizable intangibles, are evaluated for impairment whenever events or changes in circumstances
indicate that the carrying value of such assets may not be recoverable. We consider assets to be impaired and write them down to fair value if estimated undiscounted cash flows associated with those
assets are less than their carrying amounts.

We
performed our annual goodwill impairment analysis for each reporting unit that constitutes a business for which discrete financial information is produced and reviewed by operating
segment management and provides services that are distinct from the other reporting units. For the Hospital Services segment, the reporting unit for the annual goodwill impairment analysis was
determined to be at the operating unit level. For the Medical Group segment, we have determined that ProMed individually and Prospect (which includes all the other affiliated physician organizations)
each represent a reporting unit, based on operational characteristics. The ProMed Entities are geographically and managerially their own reporting unit.

Our
impairment test at September 30, 2010 resulted in no impairment charges. In addition, no triggering events were identified that would cause impairment analysis as of
September 30, 2010.

The
assessment of impairment indicators, measurement of impairment loss, selection of appropriate valuation methodology, assumptions and discount factors, involve significant judgment
and requires Management to project future results which are inherently uncertain.



Effective the first quarter of fiscal 2010, we adopted the revised accounting guidance for business combinations, which changed its
previous accounting practices regarding business combinations. The more significant changes include an expanded definition of a business and a business combination; recognition of assets acquired,
liabilities assumed and noncontrolling interests (including goodwill) measured at fair value at the acquisition date; recognition of acquisition-related expenses and restructuring costs separately
from the business combination; recognition of assets acquired and liabilities assumed at their acquisition-date fair values with subsequent changes recognized in earnings. The guidance
also amends and clarifies the application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a
business combination. The adoption did not have a material impact on our consolidated financial statements for prior periods; but the pronouncement will impact the accounting for any acquisitions
subsequent to that date.

Effective
the first quarter of fiscal year 2010, we adopted revised accounting guidance which requires noncontrolling interests (formerly referred to as minority interest) to be
presented as a separate component from the Company's equity in the equity section of the consolidated balance sheets. As required by this guidance, we have adjusted the presentation of noncontrolling
interests in the prior period consolidated financial statements for comparability with the fiscal year 2010 period. The adoption of this accounting guidance had no impact on our results of operations
and did not have a material impact on our financial position.

In
January 2010, the Financial Accounting Standards Board ("FASB") issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The
guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted

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prices
in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of
the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable
inputs (Level 3 fair value measurements). Disclosures regarding transfers are required beginning January 1, 2010 and the Level 3 rollforward is to be disclosed in reporting
periods beginning after December 15, 2010. Since we had no transfers between categories, the additional disclosures are not applicable to us for the periods presented.

On
October 1, 2009, we adopted guidance on fair value measurement for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the
financial statements on a
recurring basis (at least annually). Adoption of the new guidance did not have a material impact on our consolidated financial statements.

In
June 2008, the FASB issued guidance for the accounting of share-based payment awards. Under the guidance, unvested share-based payment awards that contain non-forfeitable
rights to dividends or dividend equivalents are deemed participating securities and, therefore, are included in computing earnings per share ("EPS") pursuant to the two-class method. The
two-class method determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation
rights in undistributed earnings. The Company adopted the guidance effective October 1, 2009. The adoption of this guidance did not impact our net income per common share for prior periods and
is not expected to have an impact on future periods until such time as we declare a regular quarterly dividend.

In
June 2009, the FASB issued revised guidance for the accounting of variable interest entities. This revised guidance replaces the quantitative-based risks and rewards approach with a
qualitative approach that focuses on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance
and has the obligation to absorb losses or the right to receive benefits from the entity that could be potentially significant to the variable interest entity. The accounting guidance also requires an
ongoing reassessment of whether an enterprise is the primary beneficiary and requires additional disclosures about an enterprise's involvement in variable interest entities. This accounting guidance
is effective for us beginning in the first quarter of fiscal 2011. We are currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In
June 2009, the FASB issued revised guidance for the accounting of transfers of financial assets. This guidance eliminates the concept of a qualifying special-purpose entity, removes
the scope exception for qualifying special-purpose entities when applying the accounting guidance related to the consolidation of variable interest entities, changes the requirements for derecognizing
financial assets, and requires enhanced disclosure. This accounting guidance is effective for us beginning in the first quarter of fiscal 2011. We are currently evaluating the impact that the adoption
of this guidance will have on its consolidated financial statements.

In
August 2010, the FASB approved certain modifications to existing accounting standards that will directly affect health care entities in the future. The first change provides
clarification to companies in the healthcare industry on the accounting for professional liability insurance. Specifically, it states that receivables related to insurance recoveries should not be
netted against the related claim liability and such claim liabilities should be determined without considering insurance recoveries. The second change clarifies that disclosures regarding the level of
charity care provided by a health care entity must (i) represent the direct and indirect costs of providing such services and (ii) include a description of the method used to determine
those costs. Additionally, disclosures about charity care must now include information regarding any related reimbursements received by a health care entity.

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The
modified accounting standards are required to be adopted for fiscal years and interim periods that begin after December 15, 2010. Early adoption of such accounting standards
is permitted. The charity care disclosure change must be applied on a retrospective basis; however, the accounting change for insurance recoveries may be applied on either a prospective or
retrospective basis. We will adopt the modified accounting standards in the first quarter of fiscal year 2012 and are currently assessing the potential impact that the adoption of these modifications
will have on the Company's consolidated results of operations and consolidated financial position.



We are subject to contingencies, such as legal proceedings and claims arising out of our business. We record accruals for such
contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. A significant amount of Management estimation is required in determining when,
or if, an accrual should be recorded for a contingent matter and the amount of such accrual, if any.



Our business has grown through a series of business combinations. These business combinations were all accounted for using the purchase
method of accounting, and accordingly, the operating results of each acquisition have been included in our consolidated financial statements since their effective date of acquisition. The purchase
price for each business combination was allocated to the assets, including the identifiable intangible assets, and liabilities, based on estimated fair values determined using independent appraisals
where appropriate. The excess of purchase price over the net tangible assets acquired was allocated to goodwill and other intangible assets.

We
have historically funded our acquisition program with debt, the sale of our common stock, and cash flow from operations. The assets that we and our affiliated physician organizations
have acquired have been largely goodwill and intangible assets. The acquisition of physician organizations consists primarily of HMO contracts, physician contracts and the right to manage each
physician organization through a management services agreement. The physician organizations we acquire generally do not have
significant tangible net equity; therefore, our acquired assets are predominantly goodwill and other intangible assets. The acquisition of hospital operations consists primarily of trade names,
covenants-not-to-compete and property, improvements and equipment.

Effective
April 14, 2009, pursuant to the confirmed Plan of Reorganization of Brotman, we made an additional investment in Brotman totaling approximately $2,519,000, which
increased our ownership interest from approximately 33% to approximately 72%. As discussed in Note 18 to the accompanying consolidated financial statements, effective November 15, 2010,
following the consummation of a Rights Offering undertaken by Brotman, we increased our ownership stake to approximately 78%.



According to U.S. Bureau of Labor Statistics Data, the national healthcare cost inflation rate has exceeded the general inflation rate
for the last four years. We use various strategies to mitigate the negative effects of healthcare cost inflation. Specifically, we try to control physician and hospital costs through contracts with
independent providers of healthcare services and close monitoring of cost trends emphasizing preventive healthcare and appropriate use of specialty and hospital services.

While
we currently believe our strategies to mitigate healthcare cost inflation will continue to be successful, competitive pressures, new healthcare and pharmaceutical product
introductions, demands from healthcare providers and customers, applicable regulations or other factors may affect our ability to control healthcare costs.

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Item 7A.    Quantitative and Qualitative Disclosures Regarding Market Risk.

Not applicable.

Item 8.    Financial Statements and Supplementary Data.

The following financial statements and financial statement schedule are included in this report beginning on
page F-1:



PageIndex to Financial Statements and Financial Statement Schedule

F-1Report of Independent Registered Public Accounting Firm

F-2Consolidated Balance Sheets as of September 30, 2010 and 2009

F-3Consolidated Statements of Operations for the Years Ended September 30, 2010 and 2009

F-5Consolidated Statements of Shareholders' Equity for the Years Ended September 30, 2010 and
2009

F-6Consolidated Statements of Cash Flows for the Years Ended September 30, 2010 and 2009

F-7Notes to Consolidated Financial Statements

F-9Item 15: Schedule IIValuation and Qualifying Accounts for the Years Ended September 30, 2010
and 2009

F-67


All
other schedules are omitted because they are not required, or the information is included elsewhere in the accompanying Consolidated Financial Statements.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



Item 9A.    Controls and Procedures.



We carried out an evaluation as of September 30, 2010, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in
Rule 13a-15(e) of the Securities Exchange Act of 1934. Based upon that assessment and the material weakness in the financial reporting process at Brotman Medical Center ("Brotman")
discussed below, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are ineffective in timely alerting them to material information relating
to us (including our consolidated subsidiaries) required to be disclosed in our reports under the Securities Exchange Act of 1934. The Chief Executive Officer and Chief Financial Officer further
concluded that, as of September 30, 2010, controls and procedures over financial reporting process, are ineffective.



Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer is
responsible for establishing and maintaining effective internal control over financial reporting, or Internal Control, as such term is defined in Exchange Act Rule 13a-15(f). Our
Internal Control is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external reporting purposes in
accordance with U.S. generally accepted accounting principles, or GAAP. PMH's Internal Control includes those policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of PMH; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial

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statements
in accordance with GAAP, and that receipts and expenditures of PMH are being made only in accordance with authorizations of management and directors of PMH; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of PMH's assets that could have a material effect on the financial statements.

Because
of inherent limitations in any Internal Control, no matter how well designed, misstatements due to error or fraud may occur and may not be detected. Accordingly, even effective
Internal Control can provide only reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Our
management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of PMH's Internal Control as of
September 30, 2010. Management's assessment was based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations ("COSO")
of the Treadway Commission

Previously,
during the financial reporting close for the quarter ended June 30, 2009, management identified a material weakness within the financial reporting process of Brotman.
We believe the material weakness identified during 2009 still remains as of September 30, 2010.

Based
upon that assessment which included the evaluation of the material weakness in the financial reporting process at Brotman discussed below, management has concluded that PMH's
Internal Control over financial reporting was ineffective as of September 30, 2010.

See
below for discussion of material weaknesses in internal control over financial reporting at Brotman, which became a majority-owned subsidiary effective April 14, 2009.

This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual
report.



In 2009, we identified several deficiencies within the financial reporting process of Brotman. While improvements have been made, we
believe that these deficiencies created an environment where there is a reasonable possibility that a material misstatement of Brotman's financial statements would not be detected in a timely manner.
We assessed a material weakness in the financial reporting process of Brotman and its related impact on the corporate consolidating financial reporting process. The deficiencies within the financial
reporting process are the lack of a formalized month-end close process and a lack of department accounting policies and procedures.

Brotman
was unable to implement a structured close process. Account reconciliations were not reviewed by management in a timely manner which resulted in a significant amount of post
close adjustments. Additionally, Brotman's accounting department did not utilize or implement policies and procedures to organize or streamline the close process.

As
a result of these deficiencies, we are in the process of implementing significant changes in the Brotman accounting department. We added additional resources and personnel with
experience in and an understanding of the complexities of the business and financial reporting process. Additional control processes and oversight procedures have been implemented; however, a longer
evaluation period is needed to reasonably validate that such processes and procedures are operating at a level to have fully remediated the material weakness as of September 30, 2010. At
Brotman, we continue to expend

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significant
efforts on financial reporting activities, integration of operations and expansion of our disclosure controls and procedures.



Based on findings of material weaknesses in our internal control over financial reporting, we have taken steps to strengthen our
internal controls within the financial reporting process. We have added to the expertise and depth of personnel within the Brotman accounting department, including the addition of senior level
accounting professionals with specific and significant expertise in the critical areas identified above. We also added additional resources to assist in the review and preparation of significant
account balance reconciliations as well as the implementation of new policies and procedures. Also, senior management has increased its scrutiny and oversight of Brotman's financial statements and has
performed significant top-down financial statement analysis to gain additional assurance as to the accuracy of Brotman's financial information. We will continue to work on and improve the
financial reporting process of Brotman and its impact on the corporate consolidating financial reporting process. The principal measures that we are in the process of undertaking to remediate the
deficiencies are as follows:



Except as discussed above, regarding Brotman, there have been no changes in our Internal Control that occurred during the three months
ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our Internal Control over financial reporting.

Item 9B.    Other Information.

None.

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

Information concerning each of our current directors and executive officers appears below.

Directors

John Baumer, age 43, was appointed as a member of our Board of Directors effective
December 15, 2010 in connection with the Ivy Merger. Mr. Baumer is a Partner at Leonard Green & Partners, L.P ("Leonard Green"). He joined Leonard Green in 1999. Previously
Mr. Baumer was a Vice President at DLJ in Los Angeles, which he joined in 1995. Prior to DLJ, Mr. Baumer worked at Fidelity Investments and Arthur Andersen. Mr. Baumer presently
serves on the Board of Directors of Aspen Dental Management, Inc., The Brickman Group, Ltd., Equinox, Intercontinental Art, Inc., Leslie's Poolmart, Inc., Petco Animal
Supplies, Inc., and VCA Antech, Inc. Mr. Baumer earned a Bachelor of Business Administration from the University of Notre Dame and an M.B.A. from the Wharton School at the
University of Pennsylvania. With significant experience in financing, analyzing, investing in and managing investments in public and private companies, Mr. Baumer has gained substantial
expertise in strategic and financial matters that inform his contributions to our board of directors and enhance his oversight and direction of us. In addition, he led the diligence team that managed
the acquisition of Prospect Medical in 2010, which provided him with a unique knowledge of our organization. Mr. Baumer's service as a director of other companies in a variety of industries
gives him a range of experience as a director on which he can draw in serving as our director and augments his knowledge of effective corporate governance.

Samuel S. Lee, age 44, was appointed PMH's Chief Executive Officer on March 19, 2008 and as Chairman of PMH's board of directors on
May 14, 2008. Mr. Lee was previously appointed as a member of PMH's board of directors and as Chief Executive Officer of Alta, on August 8, 2007. Mr. Lee is an officer of
each of PMH's direct and indirect subsidiaries. He served previously as the President of Alta from January 2002 until PMH acquired Alta on August 8, 2007. In 1998, Mr. Lee
co-founded Alta (formerly Alta Healthcare System, Inc.) after acquiring seven Los Angeles area hospitals from Paracelsus Healthcare Corporation. Between its formation in 1998 and
its 2007 acquisition by Prospect Medical, Mr. Lee served as a member of Alta's board of directors, and Mr. Lee has subsequently served as its sole manager following its conversion into a
limited liability company at the time of the acquisition. Mr. Lee's background involves healthcare and technology related private equity investment management, operational leadership,
entrepreneurship, mergers and acquisitions, and leveraged financing for various corporations. Prior to joining Alta, Mr. Lee was a General Partner with Kline Hawkes & Co., a
$500,000,000 private equity firm located in Brentwood, California, that focuses on healthcare, technology, and business services. Mr. Lee has been the lead or principal investor and director of
several private and public companies. Additionally, Mr. Lee worked in healthcare reimbursement, business office, and operations for SFS, Inc., and in consulting and systems engineering
for Andersen Consulting and Verizon. Mr. Lee brings to the Board extensive experience in the healthcare industry, including in the acquisition and management of healthcare companies.

Jeereddi A. Prasad, M.D., age 62, was appointed as a member of PMH's board of directors effective June 1, 2007 in connection with
PMH's acquisition of the ProMed group of companies, which include a management services organization (or MSO), its parent company and two IPAs based in Southern California. Dr. Prasad has
served as the President of each of the ProMed group entities since 1994 and since 2002 in the case of Upland Medical Group. Since 1991, Dr. Prasad has also served as the President and Medical
Director of Chaparral Medical Group, Inc., a fifty-physician multi-specialty group that he founded in Southern California, within which he created an Endocrinology Department that is an ADA
Certified Center of Excellence for Diabetic Education. Chaparral Medical Group, Inc. is located at 840 Town Center Drive, Pomona, California 91767. He is board certified in Endocrinology and
Internal Medicine and is a Fellow of both the American College of Endocrinologists and American

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College
of Physicians. Dr. Prasad brings to the Board extensive, valuable experience in the management and operation of MSOs and IPAs, which constitute an important component of our business.

Michael S. Solomon, age 35, was appointed as a member of our Board of Directors effective December 15, 2010 in connection with the
Ivy Merger. Mr. Solomon is a CFA charterholder and a Principal at LGP. He joined Leonard Green in 2000. Previously he worked in the Financial Sponsors Group of Deutsche Banc Alex Brown in Los
Angeles since 1996. Mr. Solomon presently serves on the Board of Directors of David's Bridal, Inc., and Petco Animal Supplies, Inc. Mr. Solomon is also actively involved
with Leonard Green's investments in AsianMedia Group LLC and Jetro Cash & Carry, Inc. Mr. Solomon earned a Bachelor of Arts degree in Economics from Pomona College. With
significant experience in financing, analyzing, investing in and managing investments in public and private companies, Mr. Solomon has gained substantial expertise in strategic and financial
matters that inform his contributions to our board of directors and enhance his oversight and direction of us. Mr. Solomon's service as a director of other companies in a variety of industries
gives him a range of experience as a director on which he can draw in serving as our director and augments his knowledge of effective corporate governance.

Alyse Wagner, age 32, was appointed as a member of our Board of Directors effective December 15, 2010 in connection with the Ivy
Merger. Ms. Wagner is a Vice President at Leonard Green. She joined LGP in 2003. Prior to joining Leonard Green, she had been in the Investment Banking Division of Credit Suisse First Boston
(formerly DLJ) in their Los Angeles office. She currently serves on the Board of Directors of AerSale Holdings, Inc., Aspen Dental Management, Inc., and HITS, Inc. In addition,
Alyse is actively involved in Leonard Green's investments in The Brickman Group, Ltd., Del Taco Holdings, Inc., Motorsport Aftermarket Group, Inc., Petco Animal
Supplies, Inc., and Varsity Brands. Ms. Wagner earned a Bachelor of Science degree in Economics from the Wharton School at the University of Pennsylvania. With significant experience in
financing, analyzing, investing in and managing investments in public and private companies, Ms. Wagner has gained substantial expertise in strategic and financial matters that inform her
contributions to our board of directors and enhance her oversight and direction of us. In addition, Ms. Wagner was part of the diligence team that managed the acquisition of Prospect Medical in
2010, which provided her with a unique knowledge of our organization. Ms. Wagner's service as a director of other companies in a variety of industries gives her a range of experience as a
director on which she can draw in serving as our director and augments her knowledge of effective corporate governance.

Executive Officers

The following table summarizes the name, age, title and business experience for the past five years of each of our executive officers.
Other than as described below, no family relationships exist between or among any of our officers.

Name

Age

PositionSamuel S. Lee


44

Chairman, Chief Executive Officer and DirectorMike Heather


52

Chief Financial OfficerDonna Vigil


62

Vice President, Finance


Samuel S. Lee.Refer to "Directors" under Item 10 on page 102 of this Report.

Mike Heather.Mr. Heather was appointed Chief Financial Officer of the Company in April 2004. Most recently, Mr. Heather
served as
Co-Chief Executive Officer of WebVision, Inc. from March 2001 to June 2002, and served as the Chief Financial Officer of WebVision beginning in June 2000 and continuing through June
2002. Prior to joining WebVision, Mr. Heather was a partner at Deloitte, which he joined in 1980, and was the founder and Partner-in-Charge of the Healthcare Services
Practice of Deloitte in Orange County.

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Donna Vigil.Ms. Vigil has served as our Vice President of Finance since April 2004, prior to which she served as our Chief
Financial Officer
commencing July 1998. Ms. Vigil served as Chief Financial Officer of NetSoft, a privately held, $20,000,000 software development company with five European subsidiaries, from October 1989 to
September 1997. Ms. Vigil was Acting Chief Financial
Officer/Consultant of Strategic HR Services, the staffing division for a large real estate developer in Southern California, from October 1997 to May 1998.

Terms of Office

Pursuant to the terms of the Stockholders Agreement of Ivy Holdings Inc. (the new parent company of the Company) ("Ivy
Holdings"), dated December 15, 2010, the composition of the Board of Directors of the Company is identical to the composition of the Board of Directors of Ivy Holdings. In accordance with the
agreement, affiliates of Leonard Green & Partners, L.P. currently have the right to designate three of the five members of the Board of Directors and the Company's management
stockholders have the right to designate the other two directors. The directors currently designated by the affiliates of Leonard Green & Partners, L.P. are John Baumer, Michael Solomon
and Alyse Wagner. The directors currently designated by the Company's management stockholders are Samuel Lee and Jeereddi A. Prasad, M.D.

Officers
are elected by and serve at the discretion of our Board of Directors. They hold office until their successors are chosen and qualified, or until they resign or have been removed
from office. The Board of Directors may appoint, or empower the Chief Executive Officer to appoint or terminate, such other officers and agents as the business of the Company may require, each of whom
shall hold office for such period, and have such authority, and perform such duties as are provided in our Bylaws, or as the Board of Directors may from time to time determine.

Audit Committee

The Company has a standing Audit Committee, whose most recent members were the directors who resigned as directors in connection with
the Ivy Merger. Therefore, the Company's Board of Directors is considering whether, or how, to reconstitute the membership of the Audit Committee, including whether to have an Audit Committee
financial expert on the Audit Committee.

Code of Ethics

Based upon the advice and recommendation of the Company's Audit Committee, the Board of Directors has adopted a financial code of
ethics that applies to our senior
financial officers, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The financial code of
ethics addresses conflicts of interest, corporate opportunities, confidentiality, protection and proper use of Company assets, financial disclosure and reporting, maintenance of books and records and
compliance with laws, rules and regulations. The Financial Code of Ethics is on our website at www.prospectmedicalholdings.com.

The
Board of Directors has also adopted a Code of Business Conduct and Ethical Business Practice which applies to all officers, employees and directors of the Company. The Code of
Business Conduct and Ethical Business Practice is on our website at www.prospectmedicalholdings.com.

The
Financial Code of Ethics and the Code of Business Conduct and Ethical Business Practice contain written standards that are intended to deter wrongdoing and to promote honest and
ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely, and understandable disclosure
in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company; compliance with applicable governmental laws, rules and
regulations; the prompt internal reporting of violations of these standards to the Company's Audit Committee or Corporate Compliance Officer; and accountability for adherence to these standards.

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Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our directors, executive officers, and any
persons holding more than 10% of any class of our equity securities are required to report their ownership of our equity securities and any changes in that ownership to the Securities and Exchange
Commission (the "SEC"). Specific due dates for these reports have been established, and we are required to report any failure to file such reports on a timely basis. Based solely on a review of copies
of reports filed with the SEC, we believe that all persons required to file such reports complied with the filing requirements applicable to them for the fiscal year ended September 30, 2010.
If and when we deregister our common stock under applicable provisions of the Exchange Act, the foregoing persons will no longer be subject to Section 16(a) of the Exchange Act.

Item 11.    Executive Compensation.

Summary Compensation Table

The following table sets forth certain information regarding compensation paid or earned for all services rendered to the Company in
all capacities during the fiscal years ended September 30, 2010 and 2009 by our principal executive officer and our other two executive officers who were serving as executive officers as of
September 30, 2010. These three executive officers are referred to as the "named executive officers" in this Annual Report on Form 10-K. No other persons served as executive
officers of the Company during the fiscal year ended September 30, 2010.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)(2)

Option
Awards
($)(2)

All Other
Compensation ($)
(3)

Total
($)Samuel S. Lee


2010


950,000


1,900,000
(4)

484,000
(7)

407,065


42,688


3,783,753Chief Executive Officer


2009


850,000
(1)

2,850,000
(4)




386,155


50,008


4,136,163Mike Heather


2010


350,000


262,500


341,950
(7)

267,961


986


1,223,397Chief Financial Officer


2009


350,000


350,000
(5)

104,000
(6)

6,341


8,810


819,151Donna Vigil


2010


175,000


15,000
(8)




2,041


4,872


196,913Vice President of Finance


2009


175,000


15,000





8,708


4,143


202,851


(1)Pursuant
to the third amendment to executive employment agreement, dated February 12, 2009, among the Company, Alta and Mr. Lee,
Mr. Lee's annual base salary was increased, retroactively to October 1, 2008, from $650,000 to $750,000. On May 12, 2009, the Company and Mr. Lee entered into an amended
and restated executive employment agreement which restated and replaced in full Mr. Lee's prior employment agreement and its amendments. Under the amended and restated employment agreement,
Mr. Lee's annual base salary was increased to $950,000 with retroactive effect to April 1, 2009.(2)The
amounts in this column represent the proportionate amount of the total fair value of stock awards (in the case of the column titled "Stock Awards"), or
option awards (in the case of the column titled "Option Awards"), recognized by us as an expense for financial reporting purposes. The fair value of these awards and the amounts expensed were
determined in accordance with Financial Accounting Standards Board Statement ASC Topic 718 (Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment (FAS 123R)). The
assumptions we use in calculating these amounts are discussed in Note 10, "Equity-Based Compensation Plans," to the accompanying consolidated financial statements.(3)All
Other Compensation includes a 401(k) match provided as part of our deferred compensation plan that covered Company employees prior to its suspension
effective May 21, 2009 and other standard perquisites provided to a certain level of Company executives, life insurance premiums paid by the Company for all named executives, and with respect
to Mr. Lee, expense reimbursement for medical and dental insurance premiums totaling $34,288 and $29,029 in fiscal 2010 and 2009, respectively, and a car allowance totaling $8,400 and $7,700 in
fiscal 2010 and 2009, respectively.(4)In
accordance with the terms of his employment agreement, the Company's Compensation Committee awarded discretionary bonuses to Mr. Lee in the amount
of $950,000 and none for his service during fiscal 2009 and 2010, respectively. Company performance bonuses in the amount of $1,900,000 and $1,900,000 have been recorded relating to achievement of
EBITDA targets by the Company during fiscal 2010 and 2009, respectively.(5)The
Company's Compensation Committee awarded annual discretionary bonuses to Mr. Heather in the amount of $175,000 and none for his services during
fiscal 2009 and 2010, respectively. Additionally, Company performance bonuses in the amount of $262,500 and $175,000 have been recorded relating to achievement of EBITDA targets by the Company during
fiscal 2010 and 2009, respectively.


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(6)On
July 17, 2007, the Compensation Committee of the Board of Directors approved a grant to Mr. Heather of 200,000 shares of restricted stock,
which became effective on August 15, 2008 following the approval of the 2008 Omnibus Equity Incentive Plan by our stockholders at the 2008 Annual Meeting of Stockholders held on
August 13, 2008. Two-thirds of the shares were vested at the effective time and the final third vested on June 14, 2009.(7)On
December 18, 2009, the Company's Compensation Committee granted an aggregate of 210,000 shares of restricted stock to Mr. Lee and
Mr. Heather. As of September 30, 2010, all of the shares granted to Mr. Lee had vested and two-thirds of the shares granted to Mr. Heather had vested. As
discussed in Note 4, "Agreement and Plan of Merger" to the accompanying consolidated financial statements, the final third of unvested restricted stock granted to Mr. Heather vested in
full immediately prior to the effective time of the merger.(8)Preliminary
estimate.


Outstanding Equity Awards as of September 30, 2010

The following table provides information regarding unexercised stock options or other equity awards for each of the named executive
officers outstanding as of September 30, 2010.

As
a result of the completion of the Ivy Merger, all of the options and shares of restricted stock listed in the table have been exchanged for consideration in the Ivy Merger and are no
longer outstanding.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Option Awards

Stock AwardsName

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(3)

Option
Exercise
Price
($)

Option
Expiration
Date

Number
of
Shares
of Stock
that
Have Not
Vested
(#)

Market
Value of
Shares of
Stock
that Have
Not
Vested
($)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares
that Have
Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Pay-0ut
Value of
Shares
that Have
Not
Vested
($)Samuel S. Lee


1,456,250
(1)







2.40


08/20/13


N/A


N/A


N/A


N/A386,366
(4)







2.40


08/20/1375,756
(4)







2.64


08/20/13215,868
(5)







4.40


12/18/144,132
(5)







4.84


12/18/14Mike Heather


300,000
(3)







5.00



(3)9,500
(2)







5.20


05/30/1291,622
(5)

43,940





4.40


12/18/1441,711
(5)

22,727





4.40


12/18/14











33,334
(6)

283,339


N/A


N/ADonna Vigil


6,666
(4)

3,334





2.40


08/20/13


N/A


N/A


N/A


N/A10,000
(2)







5.20


05/30/12


(1)On
August 20, 2008, we granted Mr. Lee non-qualified stock options outside our stock option plans. The options vested as to
833,333 shares on the date of grant, as to 311,459 shares on March 19, 2009, and as to 311,458 on March 19, 2010.(2)These
options were granted under our 1998 Stock Option Plan and vest pro-rata over three years, including the date of grant (the requisite
service period). Options issued under our 1998 Stock Option Plan have a five-year term.(3)On
April 8, 2004, we granted to Mr. Heather non-qualified stock options outside our stock option plans. These options vested over
a three-year period and will expire three years after the date of his termination or resignation from the Company.(4)These
options were granted under our 2008 Omnibus Equity Incentive Plan. Of a total of 500,000 options awarded to Mr. Lee, 113,634 options were
issued as incentive stock options ("ISOs") and 386,366 options were issued as non-qualified stock options ("NQSOs"). The NQSOs vested one-third on the date of grant,
one-third on March 19, 2009, and one-third on March 19, 2010. The ISOs vested one-third on the date of grant, one-third on
August 20, 2009, and one-third on August 20, 2010. All of the 10,000 options issued to Ms. Vigil were awarded as ISOs and vested, or will vest, one-third
on August 20, 2009, one-third on August 20, 2010, and one-third on August 20, 2011. Options issued under our 2008 Omnibus Equity Incentive Plan have a
five-year term.(5)These
options were granted on December 18, 2009 under our 2008 Omnibus Equity Incentive Plan. Of a total of 220,000 options awarded to
Mr. Lee, 215,868 options were issued as non-qualified stock options ("NQSOs") and 4,132 options were issued as incentive stock options ("ISOs"). The NQSOs vested
two-thirds on the date of grant and one-third on March 19,


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2010.
The ISOs vested, as to 2,066 shares on the date of grant and as to 2,066 shares on March 19, 2010. Of a total of 200,000 options awarded to Mr. Heather, 135,562 options were issued
as non-qualified stock options ("NQSOs") and 64,438 options were issued as incentive stock options ("ISOs"). The NQSOs have vested, or will vest, one-third on the date of
grant, one-third on June 1, 2009, and one-third on June 1, 2010. The ISOs have vested, or will vest, one-third on the date of grant,
one-third on June 1, 2010, and one-third on June 1, 2011 (accelerated at the effective time of the merger). (6)Refer
to Note 7 under "Summary Compensation Table" above. At the effective time of the merger, restrictions on each share of restricted stock issued
under any of our equity incentive plans lapsed and each such share of restricted stock was converted into the right to receive the $8.50 per share cash merger consideration, less any applicable
withholding taxes.


Employment Arrangements

On August 8, 2007, in satisfaction of a condition to the closing of our acquisition of Alta, we entered into an employment
agreement with Samuel S. Lee, who is our Chief Executive Officer and the Chairman of our Board of Directors. The employment agreement was amended effective as of March 19, 2008, July 8,
2008 and February 12, 2009. On May 12, 2009, the Company and Mr. Lee entered into an Amended and Restated Executive Employment Agreement which restated and replaced in full
Mr. Lee's prior employment agreement and its amendments. Under the amended and restated employment agreement, Mr. Lee is entitled to a base annual salary of $950,000, discretionary and
performance based annual bonuses, and participation in any employee benefit and fringe benefit plans and programs available to other executives of the Company as well as any executive equity incentive
plan adopted by the Board of Directors. Mr. Lee's employment agreement has a term of five years. The agreement is subject to termination at any time, but if termination is without cause
Mr. Lee will be entitled to receive an aggregate lump sum payment in an amount equal to the sum of (i) base salary for the balance of the term of the agreement or for a period of three
years, whichever is less; (ii) accrued but unused vacation, paid time off or other compensation; (iii) pro-rata bonus payments; and (iv) incurred but unpaid
reimbursement for business expenses. The agreement also includes non-compete provisions. As of September 30, 2010, in the event of termination without cause, Mr. Lee would
receive $2,850,000 related to base salary
and $230,000 in accrued vacation. EBITDA based and discretionary bonus amounts are determined by the Company's Board of Directors annually.

Effective
April 19, 2004, the Company entered into an employment agreement with our Chief Financial Officer, Mike Heather. The employment agreement provides for a minimum
one-year term and provides for an initial salary of $180,000 per year. Under the agreement, Mr. Heather was awarded options to purchase 300,000 shares of common stock, at $5.00 per
share, as part of his employment compensation. Upon the consummation of the Ivy Merger, Mr. Heather received cash compensation in exchange for the cancellation of any outstanding options. On
January 17, 2007, the Compensation Committee increased Mr. Heather's annual base salary from $180,000 to $225,000. Effective July 17, 2007, Mr. Heather's annual base salary
was further increased to $350,000. On February 12, 2009, the Company and Mr. Heather entered into a First Amendment to Employment Agreement that provided for the ability of the
Compensation and Benefits Committee of the Company's Board of Directors to declare discretionary bonuses to Mr. Heather.

On
June 1, 2007, in satisfaction of a condition to the closing of our acquisition of the ProMed group, we entered into an employment agreement with Dr. Jeereddi Prasad, who
is a Director of the Company, under which he agreed to continue to serve as the President of each of the ProMed entities for a base annual salary of $300,000, an automobile allowance of $1,300 per
month, participation in any employee fringe benefit plans and programs available to other executives of the Company. The employment agreement also provides that Dr. Prasad will receive annual
incentive bonuses if certain performance standards are met by the ProMed entities. Dr. Prasad's employment agreement has an initial term of three years, which will renew automatically for
successive one-year periods subject to prior written notice of non-renewal from either party at least ninety days prior to the expiration of the initial term or any renewal
term. The agreement is subject to termination at any time, but if termination is without cause Dr. Prasad will be entitled to continue receiving compensation as provided for under the agreement
for the balance of the term of the agreement or for a period of six months, whichever is greater, as though he were continuing to perform services under the agreement. In connection with the
employment agreement, Dr. Prasad also entered into a non-compete agreement with the Company and Prospect Medical Group.

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Director Compensation

The following table summarizes the compensation of each of our directors who is not also a named executive officer for his service as a
director for the fiscal year ended September 30, 2010.

DIRECTOR COMPENSATION

Name

Fees Earned or
Paid in Cash
($)(1)

Stock
Awards
($)(2)

Option
Awards
($)

Non-Equity Incentive
Plan Compensation
($)

Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

All Other
Compensation ($)

Total
($)David Levinsohn


65,000
(3)

47,760





N/A


N/A


N/A


112,760Kenneth Schwartz, CPA


64,000
(4)

47,760





N/A


N/A


N/A


111,760Glenn R. Robson


55,000
(5)

47,760





N/A


N/A


N/A


102,760Jeereddi Prasad, MD











N/A


N/A


538,000
(6)

538,000
(6)


(1)Reflects
cash compensation earned for the fiscal year ended September 30, 2010. Non-employee directors were paid a flat monthly fee of
$2,000 per month. For his service as Audit Committee Chairman, Mr. Schwartz was paid an additional fee of $1,000 per month. Mr. Levinsohn was paid an additional fee of $1,000 per month
for his service as Compensation Committee Chairman and an additional $500 per month for his service as the Lead Independent Director. Also reflected are fees earned by the independent members of the
Board of Directors for their service as members of the Special Committee of the Board that had certain duties regarding the evaluation of the Ivy Merger. Special Committee members were paid a fee of
$1,000 for each Special Committee meeting that they attended. Additionally, each member of the committee was paid a one time $2,000 fee for committee membership and Glenn Robson was paid an additional
$2,000 for his service as the chairman of the committee.(2)For
their services during the Company's fiscal 2010, each of the Board's independent directors was granted 6,000 shares of the Company's common stock on
November 10, 2010.(3)Includes
$42,000 for his service as a director, Compensation Committee Chairman and Lead Independent Director. Also includes $23,000 for his service on the
Special Committee in connection with the Ivy Merger.(4)Includes
$36,000 for his service as a director and Audit Committee Chairman. Also includes $28,000 for his service on the Special Committee in connection
with the Ivy Merger.(5)Includes
$24,000 for his service as a director. Also includes $31,000 for his service as Chairman of the Special Committee in connection with the Ivy
Merger.(6)Dr. Prasad
receives no compensation for his service as a director of the Company, but is compensated for his service as President of one of our
affiliated physician organizations. The amount shown consists of Dr. Prasad's annual salary of $304,000, performance bonus of $226,000, as well as payment or reimbursement of life and health
insurance premiums and an automobile allowance.


In connection with the consummation of the Ivy Merger on December 15, 2010, Messrs. Levinsohn, Schwartz and Robson submitted their
resignations. See "Terms of Office" in Part III, Item 10 above, for a description of the method of selection of the members of the Company's Board of Directors after the consummation of
the Ivy Merger.

Director Compensation Policy

Under the Company's compensation structure, independent directors currently receive a flat monthly fee of $2,000 per month. Additional
$1,000 monthly fees are paid for service as Audit Committee Chairman and for service as Compensation Committee Chairman, and an additional $500 per month is paid to the designated Lead
Independent Director. Also, in connection with their service as members of the Special Committee of the Board that had certain duties regarding the evaluation of the Ivy Merger, a fee of $1,000 was
paid for each meeting attended, an additional one time $2,000 fee was paid to each member for committee membership and the Chairman of the committee was paid an additional $2,000 fee.

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Due
to the consummation of the Ivy Merger and the corresponding changes in the membership of the Company's Board of Directors, consideration will be given to whether any changes to the
existing Board compensation structure are appropriate.

Our
Board of Directors has engaged the services of certain compensation consultants to assist them in their determination of the appropriate compensation for the services of the Board's
independent directors. Among other related information, the consultants have provided the Company with comparative analyses between compensation levels at different companies that are comparable to
the Company in terms of size, revenue, industry and situation. During the fiscal years ended September 30, 2010 and 2009, the Board engaged the executive and director compensation consulting
services of Lockton Companies, LLC, or Lockton. Under the engagement, Lockton has provided the Company with executive and director pay comparisons between the Company and similar companies,
related information and executive and director pay recommendations that have been taken into consideration in the determination of the appropriate compensation for the Board's independent directors.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Amount and Nature of Shares of Common Stock Beneficially Owned

The following tables set forth the beneficial ownership of the Company's common stock as of December 15, 2010, and after giving
effect to the Ivy Merger:

Ownership of Prospect Medical Holdings, Inc.

Name

Number of Shares

PercentIvy Intermediate Holding, Inc.


100


100
%


Ownership of Ivy Intermediate Holding, Inc.

Name

Number of Shares

PercentIvy Holdings Inc.


100


100
%


Ownership of Ivy Holdings, Inc.

Name

Number of Shares

PercentGreen Equity Investors V, L.P.


642,056.99


46.0
%Green Equity Investors Side V, L.P.


192,601.66


13.8
%Ivy LGP Co-Invest LLC


20,341.39


1.5
%Samuel Lee


281,695.00


20.2
%David & Alexa Topper Family Trust u/d/t September 29, 1997


208,600.00


14.9
%Mike Heather


22,260.00


1.6
%Jeereddi Prasad, M.D.


16,810.00


1.2
%Other Employees of Prospect Medical Holdings, Inc.


11,625.00


0.8
%Our Directors and Executive Officers as a Group (7 Persons)(1)


320,765


23.0
%


(1)Our
remaining three directors not listed aboveJohn Baumer, Michael Solomon and Alyse Wagnerare not the beneficial owners of any
Ivy Holdings, Inc. common stock,


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Table of Contents

and
our remaining executive officer not listed aboveDonna Vigilis not the beneficial owner of any Ivy Holdings, Inc. common stock.


Equity Compensation Plans

The following table sets forth information as of September 30, 2010 regarding shares of our common stock authorized for issuance
under our compensation plans, including individual compensation arrangements:

Plan Category

(a)
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights

(b)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights

Number of Securities
Remaining Available for
Issuance under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))Equity compensation plans approved by our security holders:1998 Stock Option Plan


88,990

$
5.61



(1)2008 Omnibus Equity Incentive Plan


2,382,710

$
3.12


833,718Equity compensation plans not approved by our security holders:Options issued outside of plans(2)


1,756,250

$
2.84Total


4,227,950

$
3.06


833,718


(1)Upon
the adoption of our 2008 Omnibus Equity Incentive Plan, we determined not to make further grants or awards under our 1998 Stock Option Plan.(2)The
options shown consist of options to purchase up to 300,000 shares of our common stock granted to Mr. Heather in connection with his employment
agreement described below under "Employment Arrangements" and options to purchase up to 1,456,250 shares of our common stock at an exercise price of $2.40 per share granted to Mr. Lee.


Upon
completion of the Ivy Merger on December 15, 2010, as described under Item 1, each outstanding option or warrant converted into the right to receive $8.50 for each
share of the Company's common stock represented thereby, less the applicable exercise price and any applicable taxes. Therefore, as of December 15, 2010, there are no longer any options of
warrants outstanding under the Company's Plans.

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

Jeereddi A. Prasad, M.D., who is a stockholder in the Company's new parent company, Ivy Holdings Inc., following the Ivy Merger
and serves as one of our directors, owns directly or indirectly a controlling interest in the following entities (collectively, the "Prasad Entities"): Chaparral Medical Group, Inc.; Internal
Medicine Medical Group; CMG Clinical Lab; Ancillary Services, Inc.; and Inland Valley Disease Management Clinic.

Pomona
Valley Medical Group, Inc. and Upland Medical Group, Inc. (the "Promed Affiliates") are wholly owned subsidiaries of Prospect Medical Group, Inc., which is an
affiliated physician organization of Prospect Medical Holdings, Inc. The Promed Affiliates have contracts with the Prasad Entities, which provide primary care and specialty care services to
patients of the Promed Affiliates.

Payment
arrangements with the Prasad Entities are on both a capitated and a fee-for-service basis. We also pay discretionary bonuses to the Prasad Entities. We
paid the Prasad Entities approximately

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$12,001,000
during the fiscal year ended September 30, 2008, $12,267,000 during the fiscal year ended September 30, 2009, and $14,254,000 during the fiscal year ended
September 30, 2010.

The
Company entered into an Agreement and Plan of Merger, dated as of August 16, 2010 (the "Ivy Merger Agreement"), among the Company, Ivy Holdings Inc. ("Ivy Holdings"),
and Ivy Merger Sub Corp. ("Merger Sub"), an indirect, wholly owned subsidiary of Ivy Holdings. On December 15, 2010, at a special meeting of the Company's stockholders, the adoption of the
merger agreement was approved by the affirmative vote of a majority of the Company's common stock outstanding as of the record date for the special meeting. In accordance with the Ivy Merger Agreement
and the Delaware General Corporation Law, Merger Sub subsequently merged with and into the Company on December 15, 2010 and the Company became an indirect, wholly-owned subsidiary of Ivy
Holdings (the "Ivy Merger").

Ivy
Holdings was formed by, and prior to the merger was solely owned by, Green Equity Investors V, L.P., a Delaware limited partnership, and Green Equity Investors Side
V, L.P., a Delaware limited partnership (the "LGP Funds"). The LGP Funds are affiliates of Leonard Green & Partners, L.P., a private equity fund.

Pursuant
to a contribution and subscription agreement with Ivy Holdings, immediately prior to the merger, a group of significant stockholders and management employees of Prospect Medical
comprised of Samuel S. Lee (Chairman of the Board of Directors and Chief Executive Officer), Mike Heather (Chief Financial Officer), David R. Topper (the President of Prospect Medical's Alta Hospital
System, LLC subsidiary) and Dr. Jeereddi A. Prasad (a director of Prospect Medical and the President of ProMed Health Services Company subsidiary), contributed to Ivy Holdings a total of
6,227,824 shares of Prospect Medical common stock in exchange for shares of Ivy Holdings common stock. As a result, Messrs. Lee, Topper and Heather and Dr. Prasad beneficially owned
approximately 20.2%, 14.9%, 1.6% and 1.2%, respectively, of the outstanding common stock of Ivy Holdings immediately following the completion of the merger (excluding any stock options that may be
granted pursuant to a management equity incentive plan that Ivy Holdings may adopt following the completion of the merger). Mr. Lee and Dr. Prasad remain as directors of PMH, and also
have become directors of Ivy Holdings.

The
foregoing description of the contribution and subscription agreement and the transactions thereunder does not purport to be complete and is subject to, and qualified in its entirety
by, the contribution and subscription agreement. A copy of the contribution and subscription agreement is set forth as Annex D to PMH's Proxy Statement on Schedule 14A filed with the SEC
on November 12, 2010.

Prior
to the consummation of the Ivy Merger, the Company's Board of Directors included three directors, David Levinsohn, Glenn Robson and Kenneth Schwartz, that were considered
"independent" under the standards of the Nasdaq Global Market. Following the consummation of the Ivy Merger, the Company is wholly-owned by Ivy Holdings and the Company's common stock is no longer
listed on the NASDAQ Global Market. Therefore, the Company's Board of Directors is no longer subject to independence requirements. Under the independence standards of the NASDAQ Global Market, none of
the Company's current directors would be considered "independent."

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Item 14.    Principal Accountant Fees and Services.

The following table represents aggregate fees billed to us by BDO USA, LLP, our principal accountant for fiscal years ended
September 30, 2010 and 2009. Audit fees relate to the audits of the respective fiscal years, notwithstanding when the fees were billed or when the services were rendered.

Name

2010

2009Audit Fees(1)

$
1,251,429

$
1,482,582Audit related fees





622,328
(2)(3)All other fees


12,757


6,762
(2)Total fees

$
1,264,186

$
2,111,672


(1)Includes
fees and expenses related to the fiscal year audit of the consolidated financial statements and stand-alone audits of subsidiaries, quarterly
reviews, and statutory and regulatory filings.(2)These
fees were all pre-approved by the Audit Committee.(3)Includes
fees and expenses related to pre-acquisition audit and reviews of Brotman Medical Center, Inc.


The
Audit Committee's charter provides that the committee will pre-approve all audit services and permitted non-audit services to be performed for the Company by
its independent registered public accounting firm. The Audit Committee may delegate authority to pre-approve audit services, other than the audit of the Company's annual financial
statements, and permitted non-audit services to one or more committee members, provided that the decisions made pursuant to this delegated authority must be presented to the full committee
at its next scheduled meeting. Pursuant to its charter, the committee has adopted procedures for the pre-approval of services by the Company's independent registered public accounting
firm. The committee will, on an annual basis, retain the independent registered public accounting firm and pre-approve the scope of all audit services and specified audit-related services.
The chair of the committee or the full committee must pre-approve the firm's review of any registration statements containing or incorporating by reference the firm's audit report and the
provision of any related consent and the preparation and delivery of any comfort letters. The committee has pre-approved the independent registered public accounting firm's providing
advice regarding isolated accounting and tax questions up to $30,000 per calendar quarter and services related to registration statements, periodic reports and filings in connection with securities
offerings up to $30,000 per quarter. Any other permitted non-audit services must be pre-approved by either the chair or the full audit committee. In fiscal year 2010,
100 percent of the services provided to the Company by the independent registered public accounting firm were pre-approved in compliance with the policies described above.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules.

The financial statements and financial statement schedule listed under Item 8 are included in this report beginning on
page F-1. The following exhibits have been filed with, or are incorporated by reference, in this report:

2.1

Agreement and Plan of Merger, dated as of August 16, 2010, by and among Prospect Medical Holdings, Inc., Ivy Holdings Inc. and Ivy Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on August 16, 2010).3.1

Second Amended and Restated Certificate of Incorporation of Prospect Medical Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on
December 16, 2010).3.7

Third Amended and Restated Bylaws of Prospect Medical Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 16, 2010).4.1

Indenture, dated July 29, 2009, among the Company, certain of its subsidiaries and affiliates (as subsidiary guarantors) and U.S. Bank National Association (as trustee) (incorporated by reference to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on July 29, 2009).4.2

First Supplemental Indenture, dated December 15, 2010, among the Company, certain of its subsidiaries and affiliates (as subsidiary guarantors) and U.S. Bank National Association (as trustee).*4.3

Form of 123/4% Senior Secured Notes, Series B, due 2014 (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4 filed on September 30,
 2009).10.1

Warrant, dated as of January 15, 2004, to Acquire Common Stock between Prospect Medical Holdings, Inc. and Spencer Trask Venture Investment Partners, LLC (incorporated by reference to Exhibit 10.2
to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.2

Amended and Restated Management Services Agreement, made as of September 15, 1998 and deemed to have been effective as of June 4, 1996, between Prospect Medical Systems, Inc. and Prospect Medical Group,
 Inc. (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.3

Amendment to Management Services Agreement, made as of October 1, 1998, between Prospect Medical Systems, Inc. and Prospect Medical Group, Inc. (incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement on Form 10 filed on May 27, 2004).10.4

Management Agreement, dated as of January 1, 2003, between Pinnacle Health Resources Inc. and StarCare Medical Group, Inc. dba Gateway Medical Group, Inc. (incorporated by reference to
Exhibit 10.8 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.5

Management Agreement, dated as of January 1, 2003, between Pinnacle Health Resources Inc. and APAC Medical Group, Inc. dba Gateway Physicians Medical Associates, Inc. (incorporated by reference to
Exhibit 10.9 to the Company's Registration Statement on Form 10 filed on May 27, 2004).


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10.6

Management Services Agreement, made as of August 1, 1999, between Prospect Medical Systems, Inc. and Nuestra Familia Medical Group (incorporated by reference to Exhibit 10.10 to the Company's Registration
Statement on Form 10 filed on May 27, 2004).10.7

Amendment to Management Services Agreement, made as of January 15, 2009, between Prospect Medical Systems, Inc. and Nuestra Familia Medical Group, Inc. (incorporated by reference to Exhibit 10.3 to
the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).10.8

Management Services Agreement, made as of July 1, 1999, between Prospect Medical Systems, Inc. and AMVI/Prospect Medical Group (incorporated by reference to Exhibit 10.11 to the Company's Registration
Statement on Form 10 filed on May 27, 2004).10.9

Management Services Agreement, dated as of January 1, 2001, between Prospect Medical Systems, Inc. and Prospect Health Source Medical Group, Inc. (incorporated by reference to Exhibit 10.31 to the
Company's Registration Statement on Form 10 filed on May 27, 2004).10.10

Amendment to Management Services Agreement, dated as of November 1, 2002, between Prospect Medical Systems, Inc. and Prospect Health Source Medical Group, Inc. (incorporated by reference to
Exhibit 10.32 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.11

Amendment to Management Services Agreement, made as of January 15, 2009, between Prospect Medical Systems, Inc. and Prospect Health Source Medical Group, Inc. (incorporated by reference to
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).10.12

Management Services Agreement, dated as of October 1, 2003, by and between Prospect Medical Systems, Inc. and Prospect Professional Care Medical Group, Inc. (incorporated by reference to
Exhibit 10.33 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.13

Management Services Agreement, dated as of March 1, 2004, by and between Prospect Medical Systems, Inc. and Prospect NWOC Medical Group, Inc. (incorporated by reference to Exhibit 10.34 to the
Company's Registration Statement on Form 10 filed on May 27, 2004).10.14

Partnership Agreement, dated July 1, 1999, between AMVI/MC Health Network, Inc. and Santa Ana/Tustin Physicians Group (incorporated by reference to Exhibit 10.77 to the Company's Registration Statement
on Form 10 filed on May 27, 2004).10.15

Prospect Medical Holdings, Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit 10.90 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.16

First Amendment to Prospect Medical Holdings, Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit 10.91 to the Company's Registration Statement on Form 10 filed on May 27,
2004).10.17

Cash Management Agreement among Prospect Medical Systems, Inc., Prospect Medical Holdings, Inc., and Prospect Medical Group, Inc., effective as of June 6, 1996 (incorporated by reference to
Exhibit 10.194 to the Company's Amendment No. 2 to Registration Statement on Form 10 filed on August 27, 2004).10.18

Second Amendment to Prospect Medical Holdings, Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit 10.195 to the Company's Amendment No. 3 to Registration Statement on Form 10 filed
on October 21, 2004).


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10.19

Amendment to Management Agreement, effective as of February 1, 2004, to that certain Management Agreement made and entered into as of January 1, 2003, entered into by and between Pinnacle Health Resources and
StarCare Medical Group, Inc. dba Gateway Medical Group, Inc. (incorporated by reference to Exhibit 10.198 to the Company's Amendment No. 3 to Registration Statement on Form 10 filed on October 21, 2004).10.20

Amendment to Management Agreement, effective as of February 1, 2004, to that certain Management Agreement made and entered into as of January 1, 2003, entered into by and between Pinnacle Health Resources
and APAC Medical Group, Inc. dba Gateway Physicians Medical Associates, Inc. (incorporated by reference to Exhibit 10.199 to the Company's Amendment No. 3 to Registration Statement on Form 10 filed on October 21,
2004).10.21

Form of stock option agreement used for incentive stock options granted under the Company's 1998 Stock Option Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company's Current Report on
Form 8-K filed on September 20, 2005).10.22

Form of stock option agreement used for non-qualified stock options granted under the Company's 1998 Stock Option Plan, as amended (incorporated by reference to Exhibit 99.2 to the Company's Current Report on
Form 8-K filed on September 20, 2005).10.23

First Lien Credit Agreement, dated as of August 8, 2007, among Prospect Medical Holdings, Inc. and Prospect Medical Group, Inc. as the Borrowers, Bank of America, N.A., as Administrative Agent, Swing
Line Lender, and L/C Issuer, Cratos Capital Management, LLC, as Syndication Agent, certain other Lenders, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager (incorporated by reference to Exhibit 10.31 to
the Company's Annual Report on Form 10-K filed on June 2, 2008).10.24

Second Lien Credit Agreement, dated as of August 8, 2007, among Prospect Medical Holdings, Inc. and Prospect Medical Group, Inc. as the Borrowers, Bank of America, N.A., as Administrative Agent, certain
other Lenders, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K filed on June 2, 2008).10.25

Continuing Guaranty (First Lien), dated as of August 8, 2007, by Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and certain of their Subsidiaries as the Guarantor, in favor of Bank of
America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K filed on June 2, 2008).10.26

Continuing Guaranty (Second Lien), dated as of August 8, 2007, by Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and certain of their Subsidiaries as the Guarantor, in favor of Bank of
America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K filed on June 2, 2008).10.27

Intercreditor Agreement, dated as of August 8, 2007, by Prospect Medical Holdings, Inc. and Prospect Medical Group, Inc. as the Borrowers, certain of their Subsidiaries as Guarantors, and Bank of
America, N.A., as First Lien Collateral Agent, Second Lien Collateral Agent, and Control Agent (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K filed on June 2, 2008).10.28

Executive Employment Agreement, dated August 8, 2007, between Alta Hospitals System, LLC, and Samuel S. Lee (incorporated by reference to Exhibit 99.4 to Samuel S. Lee's Schedule 13D
filed on August 20, 2007).


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10.29

Amendment to Executive Employment Agreement, effective March 19, 2008, by and among Prospect Medical Holdings, Inc., Alta Hospitals System, LLC and Samuel S. Lee (incorporated by reference to
Exhibit 7 to the Samuel S. Lee's Schedule 13D/A filed on April 22, 2008).10.30

Second Amendment to Executive Employment Agreement, dated as of July 8, 2008, by and among Prospect Medical Holdings, Inc., Alta Hospitals System, LLC and Samuel S. Lee (incorporated by reference
to Exhibit 8 to the Samuel S. Lee's Schedule 13D/A filed on August 15, 2008).10.31

Third Amendment to Executive Employment Agreement, dated as of February 12, 2009, among Prospect Medical Holdings, Inc., Alta Hospitals System, LLC, and Samuel S. Lee (incorporated by reference to
Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).10.32

Amended and Restated Employment Agreement, dated as of May 12, 2009, between Prospect Medical Holdings, Inc. and Samuel S. Lee (incorporated by reference to Exhibit 10.15 to the Company's Quarterly
Report on Form 10-Q filed on May 15, 2009).10.33

Employment Agreement, made as of April 8, 2004, but effective on April 19, 2004, between Prospect Medical Holdings, Inc. and Mike Heather (incorporated by reference to Exhibit 10.76 to the
Company's Registration Statement on Form 10 filed on May 27, 2004).10.34

First Amendment to Employment Agreement, dated as of February 12, 2009, between Prospect Medical Holdings, Inc. and Mike Heather (incorporated by reference to Exhibit 10.5 to the Company's Quarterly
Report on Form 10-Q filed on February 17, 2009).10.35

Employment Agreement, effective June 1, 2007, between Jeereddi Prasad, M.D. and ProMed Health Care Administrators (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q filed on February 16, 2010).10.36

Management Services Agreement between Pomona Valley Medical Group, Inc. and ProMed Health Care Administrators, effective October 1, 1998 (incorporated by reference to Exhibit 10.53 to the Company's
Annual Report on Form 10-K filed on June 2, 2008).10.37

Amendment to Management Services Agreement, made as of October 1, 2007, between ProMed Health Care Administrators, Inc. and Pomona Valley Medical Group, Inc. (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).10.38

Management Services Agreement between Upland Medical Group, A Professional Medical Corporation and ProMed Health Care Administrators, effective October 1, 2002 (incorporated by reference to Exhibit 10.54 to
the Company's Annual Report on Form 10-K filed on June 2, 2008).10.39

Amendment to Management Services Agreement, made as of October 1, 2007, between ProMed Health Care Administrators, Inc. and Upland Medical Group, Inc. (incorporated by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).10.40

Hospital Inpatient Services Agreement between Alta Los Angeles Hospitals, Inc. and the Department of Health Services, as amended (Certain portions of this Exhibit have been omitted pursuant to an application for
confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934) (incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K filed on June 2,
2008).


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10.41

Amendments Nos. 18 and 19 to Hospital Inpatient Services Agreement between Alta Los Angeles Hospitals, Inc. and the Department of Health Services (Certain portions of this Exhibit have been omitted subject to an
application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934) (incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K filed on
December 29, 2008).10.42

Amendments Nos. 20 and 21 to Hospital Inpatient Services Agreement between Alta Los Angeles Hospitals, Inc. and the Department of Health Services (Certain portions of this Exhibit have been omitted subject
to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934) (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K filed on
December 21, 2009).10.43

Hospital Inpatient Services Agreement between Alta Hollywood Hospitals, Inc. and the Department of Health Services, as amended (Certain portions of this Exhibit have been omitted pursuant to an application for
confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934) (incorporated by reference to Exhibit 10.56 to the Company's Annual Report on Form 10-K filed on June 2,
2008).10.44

First Lien Forbearance Agreement, dated as of February 13, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as Administrative Agent, and the
lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on June 16, 2008).10.45

Second Lien Forbearance Agreement, dated as of February 13, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as Administrative Agent, and the
lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on June 16, 2008).10.46

First Amendment to Forbearance Agreement, dated as of March 31, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as Administrative Agent
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on June 16, 2008).10.47

Consent Under Second Lien Forbearance Agreement, dated as of March 31, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on June 16, 2008).10.48

Amended and Restated Forbearance Agreement, dated as of April 10, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as Administrative Agent, and
the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.49

Amended and Restated Second Lien Forbearance Agreement, dated as of April 10, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as Administrative
Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.50

Stock Purchase Agreement, dated as of April 23, 2008, among Prospect Medical Group, Inc., Prospect Medical Holdings, Inc., Greater Midwest, Sierra Medical Group Holding Company, Inc. and Richard
Merkin, M.D. (incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).


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10.51

Amendment No. 1, dated July 3, 2008, to Stock Purchase Agreement, dated as of April 23, 2008, among Prospect Medical Group, Inc., Prospect Medical Holdings, Inc., Greater Midwest, Sierra Medical
Group Holding Company, Inc. and Richard Merkin, M.D. (incorporated by reference to Exhibit 10.50 to the Company's Registration Statement on Form S-4 filed on September 30, 2010).10.52

Amendment No. 2, dated August 1, 2008, to Stock Purchase Agreement, dated as of April 23, 2008, among Prospect Medical Group, Inc., Prospect Medical Holdings, Inc., Greater Midwest, Sierra
Medical Group Holding Company, Inc. and Richard Merkin, M.D. (incorporated by reference to Exhibit 10.51 to the Company's Registration Statement on Form S-4 filed on September 30, 2010).10.53

First Amendment to Amended and Restated Forbearance Agreement, dated as of April 30, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.54

First Amendment to Amended and Restated Second Lien Forbearance Agreement, dated as of April 30, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America,
N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.55

Resignation Agreement, dated as of May 12, 2008, between Prospect Medical Holdings, Inc. and Jacob Y. Terner, M.D. (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on
Form 10-Q filed on August 12, 2008).10.56

Second Amendment to Amended and Restated Forbearance Agreement, dated as of May 14, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.57

Second Amendment to Amended and Restated Second Lien Forbearance Agreement, dated as of May 14, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America,
N.A., as Administrative Agent (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.58

Second Amendment to First Lien Credit Agreement, Waiver and Consent, dated as of May 15, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as
Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.59

Second Amendment to Second Lien Credit Agreement, Waiver and Consent, dated as of May 15, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as
Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.60

Third Amendment to First Lien Credit Agreement and First Amendment to Second Amendment to First Lien Credit Agreement, Waiver and Consent, dated as of June 30, 2008, by and among Prospect Medical Holdings,
 Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).


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10.61

Third Amendment to Second Lien Credit Agreement and First Amendment to Second Amendment to Second Lien Credit Agreement, Waiver and Consent, dated as of June 30, 2008, by and among Prospect Medical Holdings,
 Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.62

Fifth Amended and Restated Assignable Option Agreement, dated as of November 26, 2008, by and among Prospect Medical Systems, Inc., Prospect Medical Group, Inc. and Arthur Lipper, M.D.
(incorporated by reference to Exhibit 10.72 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.63

Amendment to Fifth Amended and Restated Assignable Option Agreement, dated July 29, 2009, among Prospect Medical Systems, Inc., Prospect Medical Group, Inc. and Arthur Lipper, M.D. (incorporated by
reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.64

Third Amended and Restated Option Agreement, dated as of November 26, 2008, by and between Prospect Medical Group, Inc. and Arthur Lipper, M.D. (incorporated by reference to Exhibit 10.74 to the
Company's Annual Report on Form 10-K filed on December 29, 2008).10.65

Amendment to Third Amended and Restated Option Agreement, dated July 29, 2009, between Prospect Medical Group, Inc. and Arthur Lipper, M.D. (incorporated by reference to Exhibit 10.12 to the
Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.66

Stock Purchase Agreement, dated as of November 26, 2008, by and among Prospect Medical Systems, Inc., Osmundo R. Saguil, M.D., and Arthur Lipper, M.D. (re. Group shares) (incorporated by reference
to Exhibit 10.76 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.67

Stock Purchase Agreement, dated as of November 26, 2008, by and among Prospect Medical Systems, Inc., Osmundo R. Saguil, M.D., and Arthur Lipper, M.D. (re. Nuestra shares) (incorporated by
reference to Exhibit 10.78 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.68

Second Amended and Restated First Lien Pledge Agreement, dated as of November 26, 2008, by Arthur Lipper, M.D. in favor of Bank of America, N.A., as Administrative Agent (incorporated by reference to
Exhibit 10.80 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.69

Second Amended and Restated Second Lien Pledge Agreement, dated as of November 26, 2008, by Arthur Lipper, M.D. in favor of Bank of America, N.A., as Administrative Agent (incorporated by reference to
Exhibit 10.82 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.70

Form of Indemnification Agreement between Prospect Medical Holdings, Inc. and each of its executive officers and directors (incorporated by reference to Exhibit 10.83 to the Company's Annual Report on
Form 10-K filed on December 29, 2008).10.71

Indemnification Agreement, dated November 26, 2008, by and between Prospect Medical Holdings, Inc. and Arthur Lipper, M.D. (incorporated by reference to Exhibit 10.84 to the Company's Annual Report
on Form 10-K filed on December 29, 2008).10.72

Prospect Medical Holdings, Inc. 2008 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.85 to the Company's Annual Report on Form 10-K filed on December 29, 2008).


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10.73

Form of Incentive Stock Option Agreement for grant of incentive stock options to participants under our 2008 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.86 to the Company's Annual Report on
Form 10-K filed on December 29, 2008).10.74

Form of Non-Qualified Stock Option Agreement for grant of non-qualified stock options to participants under our 2008 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.87 to the Company's
Annual Report on Form 10-K filed on December 29, 2008).10.75

Non-Qualified Stock Option Agreement between Prospect Medical Holdings, Inc. and Samuel S. Lee, effective as of August 20, 2008 (incorporated by reference to Exhibit 10.88 to the Company's Annual
Report on Form 10-K filed on December 29, 2008).10.76

Restricted Stock Award Agreement for award of restricted stock under our Omnibus Equity Incentive Plan to Mike Heather, dated as of August 15, 2008 (incorporated by reference to Exhibit 10.89 to the
Company's Annual Report on Form 10-K filed on December 29, 2008).10.77

Form of Restricted Stock Award Agreement for award of restricted stock under our Omnibus Equity Incentive Plan to participants, dated as of September 10, 2008 (incorporated by reference to Exhibit 10.90 to
the Company's Annual Report on Form 10-K filed on December 29, 2008).10.78

Indenture, dated July 29, 2009, among the Company, certain of its subsidiaries and affiliates (as subsidiary guarantors) and U.S. Bank National Association (as trustee) (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.79

Credit Agreement, dated July 29, 2009, among the Company, Royal Bank of Canada (as administrative agent), Jefferies Finance LLC (as syndication agent) and the lenders party thereto (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 29, 2009).10.80

Consent and Agreement, dated as of December 15, 2010, among the Company, Royal Bank of Canada (as administrative agent) and certain lenders party thereto.*10.81

Continuing Guaranty, dated July 29, 2009, in favor of Royal Bank of Canada (as administrative agent), by: Alta Hospitals System, LLC; Alta Hollywood Hospitals, Inc.; Alta Los Angeles Hospitals,
 Inc.; Genesis Healthcare of Southern California, Inc., a Medical Group; Pomona Valley Medical Group, Inc.; ProMed Health Care Administrators; ProMed Health Services Company; Prospect Hospital Advisory Services, Inc.; Prospect
Health Source Medical Group, Inc.; Prospect Medical Group, Inc.; Prospect Medical Systems, Inc.; Prospect NWOC Medical Group, Inc.; Prospect Professional Care Medical Group, Inc.; Starcare Medical Group, Inc.; and Upland
Medical Group, a Professional Medical Corporation (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.82

Intercreditor Agreement, dated July 29, 2009, among Prospect Medical Holdings, Inc. and certain of it subsidiaries from time to time parties thereto, Royal Bank of Canada (as first lien collateral agent),
U.S. Bank National Association (as second lien collateral agent) and Royal Bank of Canada (as control agent) (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 19,
2009).10.83

Credit Agreement, dated April 14, 2009, between Brotman Medical Center, Inc. (as borrower) and Gemino Healthcare Finance, LLC (as lender) (incorporated by reference to Exhibit 10.6 to the Company's
Quarterly Report on Form 10-Q filed on August 19, 2009).


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Table of Contents

10.84

First Amendment to Credit Agreement and Waiver, dated as of December 11, 2009, between Brotman Medical Center, Inc. (as borrower) and Gemino Healthcare Finance, LLC (as lender) (incorporated by reference to
Exhibit 10.89 to the Company's Annual Report on Form 10-K filed on December 21, 2009).10.85

Second Amendment to Credit Agreement, dated as of February 17, 2010, between Brotman Medical Center, Inc. (as borrower) and Gemino Healthcare Finance, LLC (as lender) (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 17, 2010).10.86

Loan Agreement, dated July 9, 2008, between Brotman Medical Center, Inc. (as borrower) and JHA West 16, LLC (as lender) (incorporated by reference to Exhibit 10.7 to the Company's Quarterly
Report on Form 10-Q filed on August 19, 2009).10.87

Amendment No. 1 to Loan Agreement, dated April 14, 2009, between Brotman Medical Center, Inc. (as borrower) and JHA West 16, LLC (as lender) (incorporated by reference to Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.88

Amendment No. 2 to Loan Agreement entered into as of February 10, 2010 by Brotman Medical Center and JHA WEST 16, LLC (Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on
February 16, 2010).10.89

Amendment No. 1 to Promissory Note entered into as of February 10, 2010 by Brotman Medical Center, Inc. and JHA WEST 16, LLC (Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q filed on February 16, 2010).10.90

Loan Agreement, dated July 9, 2008, between Brotman Medical Center, Inc. (as borrower) and JHA East 7, LLC (as lender) (Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed
on August 19, 2009).10.91

Loan Agreement, dated July 9, 2008, between Brotman Medical Center, Inc. (as borrower) and JHA East 7, LLC (as lender) (incorporated by reference to Exhibit 10.9 to the Company's Quarterly
Report on Form 10-Q filed on August 19, 2009).10.92

Amendment No. 1 to Loan Agreement, dated April 14, 2009, between Brotman Medical Center, Inc. (as borrower) and JHA East 7, LLC (as lender) (incorporated by reference to Exhibit 10.10 to
the Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.93

Fund Guarantee, dated August 16, 2010, by and among Prospect Medical Holdings, Inc., Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P. (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 16, 2010).21.1

Subsidiaries of the Company.*31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.*31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.*32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


*Filed
herewith.


121

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Los Angeles, State of California, on December 17, 2010.

PROSPECT MEDICAL HOLDINGS, INC.(Registrant)/s/ SAMUEL S. LEE Samuel S. Lee Chairman and Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Signature

Title

Date/s/ SAMUEL S. LEE Samuel S. Lee

Chairman, Chief Executive Officer and
Director (Principal Executive Officer)

December 17, 2010/s/ MIKE HEATHER Mike Heather

Chief Financial Officer (Principal
Financial and Accounting Officer)

December 17, 2010/s/ JOHN BAUMER John Baumer

Director

December 17, 2010/s/ MICHAEL SOLOMON Michael Solomon

Director

December 17, 2010/s/ JEEREDDI PRASAD Jeereddi Prasad

Director

December 17, 2010/s/ ALYSE WAGNER Alyse Wagner

Director

December 17, 2010


122

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Table of Contents

INDEX TO FINANCIAL STATEMENTS AND  FINANCIAL STATEMENT SCHEDULE



PageReport of Independent Registered Public Accounting Firm

F-2Consolidated Balance Sheets as of September 30, 2010 and 2009

F-3Consolidated Statements of Operations for the Years Ended September 30, 2010 and
2009

F-5Consolidated Statements of Shareholders' Equity for the Years Ended September 30, 2010 and
2009

F-6Consolidated Statements of Cash Flows for the Years Ended September 30, 2010 and
2009

F-7Notes to Consolidated Financial Statements

F-9Item 15: Schedule IIValuation and Qualifying Accounts for the Years Ended
September 30, 2010 and 2009

F-67


F-1

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Table of Contents

Report of Independent Registered Public Accounting Firm

Board
of Directors and Stockholders
Prospect Medical Holdings, Inc.
Los Angeles, California

We
have audited the accompanying consolidated balance sheets of Prospect Medical Holdings, Inc. (the "Company") as of September 30, 2010 and 2009 and the related
consolidated statements of operations, shareholders' equity, comprehensive income for 2009, and cash flows for each of the two years in the period ended September 30, 2010. In connection with
our audits of the consolidated financial statements, we have also audited the financial statement schedule listed as Item 15 in the accompanying index. These consolidated financial statements
and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Prospect Medical
Holdings, Inc. at September 30, 2010 and 2009, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

Also,
in our opinion, the financial statement schedule listed in the accompanying index, when considered in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

As
discussed in Note 2 to the consolidated financial statements, effective October 1, 2009, the Company adopted the provisions of Accounting Standards Codification
810-10-45, which addresses the presentation of noncontrolling interests.



Costa
Mesa, California
December 17, 2010

F-2

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Table of Contents



PROSPECT MEDICAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

September 30,2010

2009ASSETSCurrent assets:Cash and cash equivalents

$
50,729

$
37,768Restricted cash


3,122


1,395Investments, primarily restricted certificates of deposit


634


665Patient accounts receivable, net of allowance for doubtful accounts of $20,675 and $11,715 at September 30, 2010 and 2009, respectively


42,677


36,806Due from government payers


4,318


6,427Other receivables


2,148


1,711Refundable income taxes, net


782


1,558Deferred income taxes, net


7,671


6,644Inventories


3,864


4,137Prepaid expenses and other current assets


4,990


5,380Total current assets


120,935


102,491Property, improvements and equipment, net


63,104


63,724Deferred financing costs, net


6,354


8,205Goodwill


153,250


153,250Intangible assets, net


42,159


46,425Other assets


715


1,051Total assets

$
386,517

$
375,146


The
accompanying notes are an integral part of the consolidated financial statements.

F-3

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

(continued)

September 30,2010

2009LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilities:Accrued medical claims and other healthcare costs payable

$
17,859

$
16,824Accounts payable and other accrued liabilities


33,206


31,773Accrued salaries, wages and benefits


19,114


24,903Due to government payers


13,834


13,834Current portion of capital leases


674


820Current portion of long-term debt


170,900


3,805Other current liabilities


1,121


629Total current liabilities


256,708


92,588Long-term debt, net of current maturities


7,750


172,539Deferred income taxes, net


31,717


29,975Malpractice reserves


1,579


2,824Capital leases, net of current portion


544


569Other long-term liabilities


149


162Total liabilities


298,447


298,657Commitments, Contingencies and Subsequent EventsShareholders' equity:Common stock, $0.01 par value; 40,000,000 shares authorized; 21,399,508 and 20,619,278 shares issued and outstanding at September 30, 2010 and 2009,
respectively


214


206Additional paid-in capital


97,675


94,498Accumulated deficit


(7,931
)

(18,303
)Total Prospect Medical Holdings, Inc.'s shareholders' equity


89,958


76,401Noncontrolling interest


(1,888
)

88Total shareholders' equity


88,070


76,489Total liabilities and shareholders' equity

$
386,517

$
375,146


The
accompanying notes are an integral part of the consolidated financial statements.

F-4

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Table of Contents



PROSPECT MEDICAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Year Ended
September 30,2010

2009Revenues:Net Hospital Services revenues

$
279,079

$
205,504Medical Group revenues


190,117


196,730Total revenues


469,196


402,234Operating expenses:Hospital operating expenses


206,906


146,349Medical Group cost of revenues


149,503


151,056General and administrative


60,206


58,766Depreciation and amortization


8,235


7,829Total operating expenses


424,850


364,000Operating income from unconsolidated joint venture


2,504


2,046Operating income


46,850


40,280Other (income) expense:Interest expense and amortization of deferred financing costs, net


28,096


28,964Loss on interest rate swap arrangements





5,299Prepayment penalties on debt refinance





2,588Loss on termination of interest rate swap arrangements





6,861Total other expense, net


28,096


43,712Income (loss) before income taxes


18,754


(3,432
)Income tax provision (benefit)


10,338


(1,019
)Net income (loss)


8,416


(2,413
)Net income (loss) attributable to noncontrolling interest


(1,956
)

7Net income (loss) attributable to Prospect Medical Holdings, Inc.

$
10,372

$
(2,420
)Per share data:Net income (loss) attributable to Prospect Medical Holdings, Inc. per common shareBasic

$
0.50

$
(0.12
)Diluted

$
0.45

$
(0.12
)Weighted average shares outstanding:Basic


20,925


20,531Diluted


22,804


20,531


The
accompanying notes are an integral part of the consolidated financial statements.

F-5

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share amounts)

Class A
Common Stock
Number of
Shares

Common
Stock

Additional
Paid-in
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Accumulated
Deficit

Prospect
Medical Holdings, Inc.
Shareholders'
Equity

Non-
controlling
Interest

Total
Shareholders'
EquityBalance at September 30, 2008


20,508,444

$
205

$
93,407

$
(4,917
)
$
(15,883
)
$
72,812

$
81

$
72,893Options exercised


44,167





102








102





102Stock based compensation


66,667


1


989








990





990Comprehensive income:Net loss














(2,420
)

(2,420
)

7


(2,413
)Reversal of unrealized losses upon termination of interest rate swap arrangements (net of income tax effect of $2,677)











4,917





4,917





4,917Subtotalcomprehensive income











4,917


(2,420
)

2,497


7


2,504Balance at September 30, 2009


20,619,278


206


94,498





(18,303
)

76,401


88


76,489Options exercised


341,775


4


548








552





552Stock-based compensation


212,666


2


2,142








2,144





2,144Excess tax benefits from options exercised








214








214





214Warrants exercised


225,789


2


273








275





275Increased investment in noncontrolling interest




















(20
)

(20
)Net income (loss)














10,372


10,372


(1,956
)

8,416Balance at September 30, 2010


21,399,508

$
214

$
97,675

$


$
(7,931
)
$
89,958

$
(1,888
)
$
88,070


The accompanying notes are an integral part of the consolidated financial statements.

F-6

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Table of Contents



PROSPECT MEDICAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended
September 30,2010

2009Operating activitiesNet income (loss)

$
8,416

$
(2,413
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization


8,235


7,829Amortization of deferred financing costs, net


1,890


1,189Amortization of original issue discount


1,945


284Provision for bad debts


29,968


17,889Payment-in-kind interest expense





277Amortization of other accumulated comprehensive income related to interest rate swap arrangements





1,179Deferred income taxes, net


716


(4,108
)Stock-based compensation


2,144


989Excess tax benefits from options exercised


214


(Gain) loss on sale of assets


(7
)

34Loss on interest rate swap agreements





12,160Change in assets and liabilities, net of acquisitionPatient, other receivables and due to/from government payors


(34,166
)

(12,467
)Prepaid expenses and other


392


(470
)Inventories


274


180Refundable income taxes, net


776


1,096Deposits and other assets


278


(161
)Accrued medical claims and other healthcare costs payable


1,035


(3,656
)Accounts payable and other accrued liabilities


(5,125
)

3,742Net cash provided by operating activities


16,985


23,573Investing activitiesPurchases of property, improvements and equipment


(2,730
)

(1,558
)Decrease in note receivable


55


50Cash paid for acquisition, net of cash received





(2,310
)Capitalized expenses related to acquisition





(37
)Decrease (increase) in restricted certificates of deposit


31


(27
)Other investing activities


(20
)

332Net cash used in investing activities


(2,664
)

(3,550
)Financing activitiesBorrowings from long-term debt





147,736Borrowings (repayments) on Brotman line of credit, net


1,392


3,483Repayments on former line of credit





(7,100
)Repayments of former long-term debt





(141,837
)Repayments on Brotman Creditors Trust Note


(1,031
)

(595
)Repayments of capital leases


(782
)

(648
)Cash paid to terminate interest rate swap arrangements





(11,312
)Change in restricted cash


(1,727
)

1,396Proceeds from exercises of stock options and warrants


827


102Cash paid for deferred financing costs, net


(39
)

(7,063
)Net cash used in financing activities


(1,360
)

(15,838
)Increase in cash and cash equivalents


12,961


4,185Cash and cash equivalents at beginning of year


37,768


33,583Cash and cash equivalents at end of year

$
50,729

$
37,768


The accompanying notes are an integral part of the consolidated financial statements.

F-7

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(in thousands)

Year Ended
September 30,2010

2009Supplemental disclosure of cash flow informationEquipment acquired under capital lease

$
631

$
450Interest paid

$
23,234

$
37,110Income taxes paid, net

$
8,634

$
2,067Details of business acquired:Fair value of assets acquired

$


$
53,302Liabilities assumed or accrued for

$


$
(78,119
)Total net liabilities acquired

$


$
(24,817
)Goodwill and identifiable intangible recognized





27,373Cash paid for acquisition





2,556Less cash acquired

$


$
(209
)Net cash paid for acquisition

$


$
2,347


The accompanying notes are an integral part of the consolidated financial statements.

F-8

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

Prospect Medical Holdings, Inc. ("Prospect," "Company" or the "Parent Entity") is a Delaware corporation. Prior to the August 8, 2007 acquisition of Alta Hospitals
System, LLC ("Alta"), which was previously known as Alta Healthcare System, Inc., the Company was primarily engaged in providing management services to affiliated physician organizations
that operate as independent physician associations ("Medical Groups") or medical clinics. Following the Alta acquisition and acquisition of a majority stake in Brotman Medical Center, Inc., a
California corporation ("Brotman"), on April 14, 2009 (see Note 5), as of September 30, 2010, the Company owns and operates five community-based hospitals in Southern California,
and its operations are organized into three primary reportable segments: Hospital Services, Medical Group and Corporate as discussed below.

Liquidity and Capital Resources

As further discussed in Note 4, effective December 15, 2010, our stockholders adopted the Merger Agreement, entered into
between the Company with Ivy Holdings Inc. and Ivy Merger Sub Corp., at a special meeting of stockholders. Following the merger, each holder of senior secured notes is entitled under the
indenture to require the Company to repurchase all or a portion of the holder's senior secured notes at a cash purchase price equal to 101% of the principal amount of the senior secured notes plus
accrued and unpaid interest. Accordingly, following the effective time of the merger, the Company has mailed a notice to each holder of such notes advising the holder that it is entitled under the
indenture, within 90 days of the effective time of the merger, to require the Company to purchase the senior secured notes held by the holder at a purchase price equal to 101% of the principal
amount of the senior secured notes, plus accrued and unpaid interest to the date of purchase. Pending the expiration of the 90 days redemption period, the amounts owing under
the senior secured notes plus accrued and unpaid interest thereon have been reflected as current in the accompanying September 30, 2010 consolidated balance sheet (refer to Note 9).

The
LGP Funds have agreed in the Merger Agreement to provide a backstop commitment letter to provide the funds that are required to comply with the change of control provisions contained
in the indenture governing the Company's senior secured notes. LGP Funds may fail to meet its obligations under the Merger Agreement and as a consequence, the Company fails to satisfy its obligations
under the indenture of the senior secured notes, in which event, this would negatively impact the Company's liquidity, ability to operate and ability to continue as a going concern.



Alta and Brotman (collectively, the "Hospital Services segment") own and operate five hospitals in Los Angeles County, with a total of
759 licensed beds served by 746 on-staff physicians at September 30, 2010. As of September 30, 2010, Alta hospitals were accredited by the Joint Commission (formerly the
Joint Commission on Accreditation of Healthcare Organizations). Brotman is currently accredited by CMS, and is in the process of accreditation by Det Norske Veritas ("DNV") Healthcare, Inc
(retroactive to November 9, 2010). Alta owns (i) Alta Hollywood Hospitals, Inc., a California corporation, dba Hollywood Community Hospital and Van Nuys Community Hospital; and
(ii) Alta Los Angeles Hospitals, Inc., a California corporation, dba Los Angeles Community Hospital and Norwalk Community Hospital. On April 14, 2009 (the "Acquisition Date"), the
Company increased its existing approximately 33% ownership stake in Brotman, to approximately 72% via an investment of approximately $2,500,000 in cash, thereby obtaining a controlling interest. As
further discussed in Note 18, following the consummation of the Rights Offering, effective November 15, 2010 the

F-9

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Organization (Continued)

Company
increased its ownership stake in Brotman to approximately 78%. Brotman owns and operates Brotman Medical Center, located in Culver City, California.

The
hospitals in Hollywood, Los Angeles and Norwalk offer a comprehensive range of medical and surgical services, including general acute care hospital services, pediatrics, obstetrics
and gynecology, pediatric sub-acute care, general surgery, medical-surgical services, orthopedic surgery, and diagnostic, outpatient, skilled nursing and urgent care services. The hospital
in Van Nuys provides acute inpatient and outpatient psychiatric services on a voluntary basis. Brotman offers a comprehensive range of inpatient and outpatient services, including general surgery,
orthopedic, spine and neurosurgery, cardiology, diagnostic outpatient, rehabilitation, psychiatric and detox services. In addition, Brotman has an active emergency room that provides emergency
services to the West Los Angeles area.

The
table below gives a brief overview of the Company's hospitals and the locations they serve as of September 30, 2010:

Name/Location

Primary Service

Number of BedsHollywood Community HospitalHollywood, CA
100% owned

Medical/Surgical

100 licensed beds/100 staffed bedsLos Angeles Community HospitalLos Angeles, CA
100% owned

Medical/Surgical

130 licensed beds/121 staffed bedsNorwalk Community HospitalNorwalk, CA
100% owned

Medical/Surgical

50 licensed beds/50 staffed bedsVan Nuys Community HospitalVan Nuys, CA
100% owned

Psychiatric

59 licensed beds/57 staffed bedsBrotman Medical CenterCulver City, CA
72% owned (Note 18)

Medical/Surgical

420 licensed beds/220 staffed beds


Admitting
physicians are primarily practitioners in the local area. The Hospitals have payment arrangements with Medicare, Medi-Cal (the California version of Medicaid) and
other third party payers, including some commercial insurance carriers, health maintenance organizations ("HMOs") and preferred provider organizations ("PPOs").



The Medical Group segment is a healthcare management services organization that provides management services to affiliated physician
organizations that operate as independent physician associations ("Medical Groups"). The affiliated physician organizations enter into agreements with HMOs to provide HMO enrollees with a full range
of medical services in exchange for fixed, prepaid monthly fees known as "capitation" payments. The Medical Groups contract with physicians (primary care and specialist) and other healthcare providers
to provide enrollees with all medical services.

F-10

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Organization (Continued)

Prospect
currently manages the provision of prepaid healthcare services for its affiliated physician organizations in Southern California. The network consists of the following physician organizations
as of September 30, 2010 (stand alone or individually referred to as, an "Affiliate"):



These
Affiliates are managed by the following two medical management company subsidiaries that are wholly-owned by Prospect:



All
of the Affiliates are wholly-owned by PMG, with the exception of Nuestra, which is 62.2% owned by a nominee physician shareholder pursuant to an assignable option agreement described
below, and AMVI/Prospect which is a 50/50 Joint Venture between AMVI and PMG. PMG is owned by the same nominee physician shareholder pursuant to a separate assignable option agreement. The results of
all of these entities, with the exception of AMVI/Prospect, are consolidated in the accompanying consolidated financial statements.

The
AMVI Joint Venture was formed for the sole purpose of combining enrollment in order to meet minimum enrollment levels required for participation in the CalOptima Medicaid
(Medi-Cal in California) program in Orange County, California. The joint venture ownership is set at 50/50 to prevent either party from exerting control over the other; however, AMVI and
Prospect's businesses are operated autonomously, and enrollees, financial results and cash flows are each separately tracked and recorded. In accordance with the joint venture partnership agreement,
profits and losses are not split in accordance with the partnership ownership interest, but rather, are directly tied to the results generated by each separate portion of the business. Separate from
any earnings the Company generates from their portion of business within the joint venture, the Company also earns fees for management services they provide to their partner in the joint venture. The
Company accounts for their interest in the joint venture partnership using the equity method of accounting. The Company includes in the consolidated financial statements only the net results
attributable to those enrollees specifically identified as assigned to the Company, together with the management fee that they charge for managing those enrollees specifically assigned to the other
joint venture partner. Note 14 contains summarized unaudited financial information for the joint venture.

F-11

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Organization (Continued)

PMS
has entered into an assignable option agreement with PMG and the nominee physician shareholder of PMG. Under the assignable option agreement, Prospect acquired an assignable option
for a nominal amount from PMG and the nominee shareholder to purchase all or part of PMG's assets (the Asset Option) and the right to designate the purchaser (successor physician) for all or part of
PMG's issued and outstanding stock held by the nominee physician shareholder (the Stock Option) in its sole discretion. The Company may also assign the assignable option agreement to any person. The
assignable option agreement has an initial term of 30 years and is automatically extended for additional terms of 10 years each, as long as the term of the related management services
agreement described below (the Management Agreement) is automatically extended. Upon termination of the Management Agreement with PMG, the related Asset Option and Stock Option are automatically and
immediately exercised. The Asset and Stock Options may be exercised separately or simultaneously for a purchase price of $1,000 each. Under these nominee shareholder agreements, Prospect has the
unilateral right to establish or effect a change of the nominee, at will, and without the consent of the nominee, on an unlimited basis and at nominal cost throughout the term of the Management
Agreement. In addition to the Management Agreement with PMG, Prospect, through one of its management company subsidiaries, has a management agreement with each Affiliate. The term of the Management
Agreements is generally 30 years. PMG is the nominee shareholder of SATPG, PHS, PPCM, PNW, PSC, APA, Genesis, PVMG, and UMG. Dr. Lipper is the nominee shareholder as to the 62% interest
in Nuestra.

The
Company's Affiliates have each entered into a Management Agreement whereby the Affiliate has agreed to pay a management fee to PMS or PHCA, as applicable (each of which is a
wholly-owned subsidiary of Prospect). The fee is based in part on the costs to the management company and on a percentage of revenues the Affiliate receives (i) for the performance of medical
services by the Affiliate's employees and independent contractor physicians and physician extenders, (ii) for all other services performed by the Affiliates, and (iii) as proceeds from
the sale of assets or the merger or other business combination of the Affiliates. The management fee also includes a fixed percentage fee for marketing and public relations services. The revenue from
which this fee is determined includes medical capitation, all sums earned from participation in any risk pools and all fee-for-service revenue earned. Except in the case of
Nuestra and AMVI/Prospect, the Management Agreements have initial terms of 30 years, renewable for successive 10-year periods thereafter, unless terminated by either party for
cause. In the case of Nuestra, its Management Agreement has an initial 10 year term renewable for successive 1 year terms. In the case of AMVI/Prospect, its Management Agreement has a
1 year term with successive 1 year renewal terms. In return for payment of the management fee, Prospect has agreed to provide financial management, information systems, marketing,
advertising, public relations, risk management, and administrative support, including for utilization review and quality of care. The Company has exclusive decision-making authority with respect to
the establishment and preparation of operating and capital budgets, and the establishment of policies and procedures for the Affiliates, and makes recommendations for the development of guidelines for
selection and hiring of health care professionals, compensation payable to such personnel, scope of services to be provided, patient acceptance policies, pricing of services, and contract negotiation
and execution. At its cost, Prospect has assumed the obligations for all facilities, medical and non-medical supplies, and employment of non-physician personnel of its
affiliated medical clinics.

The
management fee earned by Prospect fluctuates based on the profitability of each wholly-owned Affiliate. Prospect is allocated a 50% residual interest in all profits after the first
8% of the profits or a 50% residual interest in the losses of the Affiliate, after deduction for costs to the management

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Organization (Continued)

company
and physician compensation. The remaining balance is retained by the Affiliates. Supplemental management fees are periodically negotiated where significant incremental efforts and expense have
been incurred by Prospect on behalf of the Affiliates.

The
Management Agreements are not terminable by the Affiliates except in the case of gross negligence, fraud or other illegal acts of Prospect, or bankruptcy of the Company. Through the
Management Agreements and the Company's relationship with the nominee shareholder of each Affiliate, Prospect has exclusive authority over all decision-making related to the ongoing major or central
operations of the physician practices. The Company, however, does not engage in the practice of medicine.

Further,
Prospect's rights under the Management Agreements are unilaterally salable or transferable. Based on the provisions of the Management Agreements and the assignable option
agreement with PMG, Prospect has determined that it has a controlling financial interest in the Affiliates. Consequently, under applicable accounting principles, Prospect consolidates the revenues and
expenses of all the Affiliates except AMVI/Prospect from the respective dates of execution of the Management Agreements. All significant inter-entity balances have been eliminated in consolidation. In
the case of AMVI/Prospect, only that portion of the results which are contractually identified as Prospect's are recognized in the consolidated financial statements, together with the management fee
that the Company charges AMVI for managing AMVI's share of the joint venture operations.

Prospect
has also entered into management agreements with unaffiliated third parties to manage services to their HMO enrollees.

The
affiliated physician organizations provided medical services to a combined total of approximately 177,500 and 177,400 HMO enrollees as of September 30, 2010 and 2009,
respectively. The enrollees include approximately 20,400 and 10,100 enrollees that the Company manages for the economic benefit of two independent third parties, and for which the Company earns
management fee income as of September 30, 2010 and 2009, respectively. The total paid member months, for the fiscal years ended September 30, 2010 and 2009 was 2,077,000 and 2,207,000,
respectively.



Corporate segment reflects certain expenses incurred at the Parent Entity not specifically allocable to the Hospital Services or
Medical Group segments. These include and are not limited to salaries, benefits and other compensation for corporate employees, financing, insurance, rent, operating supplies, legal, accounting, SEC
compliance, and Sarbanes-Oxley compliance. The Company does not allocate interest expense, gain or loss on interest rate swaps and income taxes to the other reporting segments.

2. Significant Accounting Policies



The consolidated financial statements herein have been prepared in accordance with U.S. generally accepted accounting principles
("GAAP") and include the accounts of all controlled subsidiaries, which control is effectuated through ownership of voting common stock or by other means. The Medical Group entities (subsidiaries)
have been determined to be variable interest entities due to the existence of a call option under which the Company has the ability to require the holders of all of the voting common stock of the
underlying subsidiaries to sell their shares at a fixed nominal price ($1,000) to

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

another
designated physician chosen by the Company. This call option agreement represents rights provided through a variable interest other than the equity interest itself that caps the returns that
could be earned by the equity holders. In addition, the Company has a management agreement with the subsidiaries and the holders of the voting common stock of the subsidiaries which allows the Company
to direct all of the activities of the subsidiaries, retain all of the economic benefits and assume all of the risks associated with ownership of the subsidiaries. In this manner, the Company has all
of the economic benefits and risks associated with the subsidiaries, but has disproportionately few voting rights (based on the terms of the equity). As the Company retains all of the economic
benefits and assumes all of the risks associated with ownership of the subsidiaries, the Company is considered to be the primary beneficiary of the activities of the subsidiaries and therefore must
consolidate the underlying subsidiaries. All significant intercompany transactions have been eliminated in consolidation.



Revenues by reportable segment are comprised of the following amounts (in thousands):

Year Ended September 30,2010

2009(1)Net Hospital ServicesInpatient

$
245,488

$
186,900Outpatient


30,809


16,913Other


2,782


1,691Total net Hospital Services revenues

$
279,079

$
205,504Medical GroupCapitation

$
187,718

$
194,126Management fees


1,153


556Other


1,246


2,048Total Medical Group revenues

$
190,117

$
196,730Total revenues

$
469,196

$
402,234


(1)Brotman
revenues have been included in the accompanying consolidated financial statements effective April 14, 2009, when the Company acquired a
majority stake in Brotman. Accordingly, the year ended September 30, 2009 included only 169 days of Brotman operating results.




Operating revenue of the Hospital Services segment consists primarily of net patient service revenue. The Company reports net patient
service revenue at the estimated net realizable amounts from patients and third-party payers and others in the period in which services are rendered. The Company has agreements with third-party
payers, including Medicare, Medi-Cal, managed care and other insurance programs that are paid upon negotiated rates. These payment arrangements include

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

prospectively
determined rates per discharge, reimbursed costs, discounted charges and per diem payments, as further described below. Estimates of contractual allowances are based upon the payment
terms specified in the related contractual agreements. The Company accrues for amounts that it
believes may ultimately be due to or from the third-party payers. Normal estimation differences between final settlements and amounts accrued in previous years are reported as changes in estimates in
the current year. Outstanding receivables, net of allowances for contractual discounts and bad debts, are included in patient accounts receivable in the accompanying consolidated balance sheets. A
summary of the payment arrangements with major third-party payers follows:



See
"Concentrations of Credit Risks" below for discussion of revenues received from the Medicare and Medi-Cal programs.

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)



Following the acquisition of Brotman, effective April 14, 2009, the Company consolidated Brotman's estimated liability to the
Centers for Medicare and Medicaid Services ("CMS") arising out of outlier payments received for services provided by Brotman to Medicare eligible inpatients, primarily for the last four months of
calendar year 2005 and all of calendar year 2006.

While
Brotman reports financial statements on a fiscal year ending September 30, Medicare cost reports are filed on a calendar year basis. Acute care hospitals receive Medicare
reimbursement payments pursuant to a prospective payment methodology primarily based on the diagnosis of the patient, but are entitled to receive additional payments, referred to as "outliers" for
patients whose treatment is very costly. When Brotman acquired the hospital in 2005, CMS provided a ratio of cost to charges (the "RCC") based on the statewide average. Payments on this basis were an
interim estimate, subject to final determination upon auditing of the Hospital's cost reports. The Hospital filed its Medicare cost reports, but determined that its outlier reimbursement for services
provided in fiscal years 2005 and 2006 might be subject to adjustment based on certain outlier reconciliation rules. The Company believes that CMS has not conducted any outlier reconciliations under
current regulations, has not formally notified the Hospital of any pending reconciliation to be conducted regarding their cost reports and has not determined the amount of any liability at this point
related to possible overpayments. As of September 30, 2010 and 2009, an estimated liability of $13,834,000 was included in each of the accompanying consolidated balance sheets related to this
matter.

The
following is a summary of due from and due to governmental payers at September 30 (in thousands):

September 30,2010

2009Due from government payers:Medi-Cal Disproportionate Share (DSH)

$
4,215

$
4,852Medicare cost report settlements, net


103


1,575$
4,318

$
6,427Due to government payers:Outlier liability

$
13,834

$
13,834




The Company provides charity care to patients whose income level is below 300% of the Federal Poverty Level. Patients with income
levels between 300% and 350% of the Federal Poverty Level qualify to pay a discounted rate under AB774 based on various government program reimbursement levels. Patients without insurance are offered
assistance in applying for Medicaid and other programs they may be eligible for, such as state disability. Patient advocates from the Company's Medical Eligibility Program ("MEP") screen patients in
the Hospital and determine potential linkage to financial assistance programs. They also expedite the process of applying for these government programs. Based on the Company's gross charge rates,
revenues foregone under the charity policy, including indigent care accounts, were approximately $2,977,000 and $4,600,000, for fiscal years ended September 30, 2010 and 2009, respectively.

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

The Company is not aware of any material claims, disputes, or unsettled matters with any payers that would affect revenues that have not been adequately provided for and disclosed in the
accompanying consolidated financial statements.



Collection of receivables from third-party payers and patients is the Company's primary source of cash and is critical to its operating
performance. The Company closely monitors its historical collection rates, as well as changes in applicable laws, rules and regulations and contract terms, to assure that provisions for contractual
allowances are made using the most accurate information available. However, due to the complexities involved in these estimations, actual payments from payers may be materially different from the
amounts management estimates and records. The Company's primary collection risks relate to uninsured patients and the portion of the bill which is the patient's responsibility, primarily
co-payments and deductibles. Payments for services may also be denied due to issues over patient eligibility for medical coverage, the Company's ability to demonstrate medical necessity
for services rendered and payer authorization of hospitalization. The Company estimates the provisions for doubtful accounts based on general factors such as payer mix, the age of the receivables and
historical collection experience. Management routinely reviews accounts receivable balances in conjunction with these factors and other economic conditions which might ultimately affect the
collectability of the patient accounts, and makes adjustments to the Company's allowances as warranted.

All
of our facilities are subject to the Emergency Medical Treatment and Active Labor Act ("EMTALA"). This federal law requires any hospital that participates in the Medicare program to
conduct an appropriate medical screening examination of every person who presents to the hospital's emergency department for treatment and, if the patient is suffering from an emergency medical
condition, to either stabilize that condition or make an appropriate transfer of the patient to a facility that can handle the condition. The obligation to screen and stabilize emergency medical
conditions exists regardless of a patient's ability to pay for treatment. There are severe penalties under EMTALA if a hospital fails to screen or appropriately stabilize or transfer a patient or if
the hospital delays appropriate treatment in order to first inquire about the patient's ability to pay. Penalties for violations of EMTALA include civil monetary penalties and exclusion from
participation in the Medicare program. In addition, an injured patient, the patient's family or a medical facility that suffers a financial loss as a direct result of another hospital's violation of
the law can bring a civil suit against that other hospital. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened
investigations involving allegations of potential wrongdoing that would have a material effect on the Company's financial statements.

The
provision for bad debts for the years ended September 30, 2010 and 2009 totaled $29,968,000 and $17,889,000, respectively.



Operating revenue of the Medical Group Segment consists primarily of payments for medical services provided by the Affiliates under
capitated contracts with various managed care providers including HMOs. Capitation revenue under HMO contracts is prepaid monthly to the Affiliates based

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

on
the number of enrollees electing any one of the Affiliates as their health care provider. See "Concentrations of Credit Risks" below for revenues received from the five largest contracted HMOs.

Capitation
revenue (net of capitation withheld to fund risk share deficits discussed below) is recognized in the month in which the Affiliates are obligated to provide services. Minor
ongoing adjustments to prior months' capitation, primarily arising from contracted HMOs' finalizing of monthly patient eligibility data for additions or subtractions of enrollees, are recognized in
the month they are communicated to the Company. Additionally, Medicare pays capitation using a "Risk Adjustment model," which compensates managed care organizations and providers based on the health
status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with healthier enrollees will receive less. Under Risk Adjustment,
capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim basis based on data submitted for the enrollee for the preceding year and is
adjusted in subsequent periods (generally in our fourth quarter) after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring
more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk
Adjustment are recognized in the year to which they relate, generally in the fourth quarter, when those changes are communicated by the health plans to the Company. The Company received and recorded
as an addition to revenue, approximately $4,000,000 and $4,300,000, respectively, in positive capitation risk adjustments in the fourth quarter of fiscal 2010 and 2009.

HMO
contracts also include provisions to share in the risk for hospitalization, whereby the Affiliate can earn additional incentive revenue or incur penalties based upon the utilization
of hospital services. Typically, any shared risk deficits are not payable until and unless the Company generates future risk sharing surpluses, or if the HMO withholds a portion of the capitation
revenue to fund any risk share deficits. At the termination of the HMO contract, any accumulated risk share deficit is typically extinguished. Due to the lack of access to information necessary to
estimate the related costs, shared-risk amounts receivable from the HMOs are only recorded when such amounts are known. Risk pools for the prior contract years are generally final settled
in the third or fourth quarter of the following fiscal year. In fiscal years ended September 30, 2010 and 2009, Medical Group revenues include approximately $2,224,000 and $1,228,000,
respectively, of additional (reduction in) revenues due to favorable (unfavorable) settlements on prior year risk-sharing arrangements. At September 30, 2010 and 2009, contingent
liabilities for carry-forward
risk-pool deficits expected to be forgiven, or offset against future surpluses were approximately $4,800,000 and $6,200,000, respectively, based on the available information from the
health plans.

In
addition to risk-sharing revenues, the Company also receives incentives under "pay-for-performance" programs for quality medical care based on
various criteria. These incentives, which are included in other revenues, are generally recorded in the third and fourth quarters of the fiscal year and are recorded when such amounts are known.

Management
fee revenue is earned in the month the services are rendered. Management fee arrangements provide for compensation ranging from 6% of revenues to 15% of revenues. The Company
provides management services to affiliated providers whose results are consolidated in the Company's financial statements under management fee arrangements, which are generally based on a percentage
of revenues and a percentage of net income or loss. Revenues and expenses relating to these inter-entity agreements have been eliminated in consolidation.

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

In
connection with providing services to HMO enrollees, the Affiliates are responsible for the medical services their affiliated physicians provide to assigned HMO enrollees.



The cost of health care services consists primarily of capitation and claims payments, pharmacy costs and incentive payments to
contracted providers. These costs are recognized in the period incurred, or when the services are provided. Claims costs also include an estimate of the cost of services which have been incurred but
not yet reported to the Company. The estimate for accrued medical costs is based on projections of costs using historical studies of claims paid and adjusted for seasonality, utilization and cost
trends. These estimates are subject to trends in loss severity and frequency. Although considerable variability is inherent in such estimates, management records its best estimate of the amount of
medical claims incurred at each reporting period. Estimates are continually monitored and reviewed and, as settlements are made or estimates adjusted, differences are reflected in current operations.
See Note 13 for changes in claims estimates during the fiscal years ended September 30, 2010 and 2009.

In
addition to contractual reimbursements to providers, the Company also makes discretionary incentive payments to physicians, which are in large part based on the
pay-for-performance and shared risk revenues and favorable senior capitation risk adjustment payments received by the Company. Since the Company records these revenues
generally in the third or fourth quarter of each fiscal year when the incentives and capitation adjustments due from the health plans are known, the Company also finalizes the discretionary physician
bonuses in the same period. In fiscal years ended September 30, 2010 and 2009, the Company recorded discretionary physician incentives expense totaling approximately $2,899,000 and $3,400,000,
respectively.

The
Company also periodically evaluates the need to establish premium deficiency reserves for the probability that anticipated future health care costs could exceed future capitation
payments from HMOs under capitated contracts. To date, management has determined that no significant premium deficiency reserves have been necessary. The Company, for certain matters, maintains stop
loss coverage for health care costs that are in excess of set thresholds. The Company is currently in dispute with its previous stop loss carrier relating to 2007 and 2008 policies. The extent of this
contingency cannot be determined with any certainty. Accordingly no amounts have been recorded relative to this uncertainty.

Property, Improvements and Equipment

Property, improvements and equipment are stated on the basis of cost or, in the case of acquisitions, at their acquisition date fair
values. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, and amortization of leasehold improvements is provided using the
straight-line basis over the shorter of the remaining lease period or the estimated useful lives of the leasehold improvements. Leasehold improvements are generally depreciated over five
to ten years, buildings are depreciated over twenty to twenty-eight years, equipment is depreciated over two to five years and furniture and fixtures are depreciated over two to seven years. Equipment
capitalized under capital lease obligations are amortized over the life of the lease. At September 30, 2010 and 2009, the Company had assets under capitalized leases of approximately $4,626,000
and $4,059,000, respectively, and related accumulated depreciation of $2,880,000 and $2,052,000, respectively.

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

Depreciation
expense was approximately $3,969,000 and $3,514,000 for the fiscal years ended September 30, 2010 and 2009, respectively.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets totaled approximately $195,409,000 and $199,675,000 at September 30, 2010 and 2009,
respectively, and arose as a result of the ProMed, Alta and Brotman business acquisitions. Other intangible assets include customer relationships, covenants not-to-compete,
trade names and provider networks. Goodwill represents the excess of the consideration paid and liabilities assumed over the fair value of the assets acquired, including identifiable intangible
assets. In conjunction with these acquisitions, management of the Company has reviewed the allocation of the excess of the purchase consideration (including costs incurred related to the acquisitions)
over net tangible and intangible assets acquired, and has determined that the goodwill is primarily related to the operating platforms acquired through the addition of the existing renewable HMO
contracts in the case of ProMed and new business segments in the case of the Alta and Brotman acquisitions. Acquisitions are discussed further in Note 5 below.

Goodwill
and other intangible assets with indefinite useful lives are not amortized; rather they are reviewed annually for impairment for each reporting unit, or more frequently if
impairment indicators arise. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. A two-step impairment test is used to identify
potential goodwill impairment and to measure the amount of goodwill impairment loss to be recognized, if any. As further discussed in Notes 5 and 6, the Company has four operating units,
consisting of Alta, Brotman, ProMed and Prospect (which includes all other affiliated physician organizations).

The
Company tests for goodwill impairment in the fourth quarter of each year, or sooner if events or changes in circumstances indicate that the carrying amount may exceed the fair value.
In evaluating whether indicators of impairment exist, the Company considers adverse changes in market value and/or stock price, laws and regulations, profitability, cash flows, ability to maintain
enrollment and renew payer contracts at favorable terms, among other factors. The goodwill impairment test is a two-step process. The first step consists of estimating the fair value of
the reporting unit based on a weighted combination of (i) the guideline company method that utilizes revenue or earnings multiples for comparable publicly-traded companies, and (ii) a
discounted cash flow model that utilizes expected future cash flows, the timing of those cash flows, and a discount rate (or weighted average cost of capital, which considers the cost of equity and
cost of debt financing expected by a typical market participant) representing the time value of money and the inherent risk and uncertainty of the future cash flows. If the estimated fair value of the
reporting unit is less than its carrying value, a second step is performed to compute the amount of the impairment by determining the "implied fair value" of the goodwill, which is compared to its
corresponding carrying value. The impairment test at September 30, 2010 resulted in no impairment charge.

Long-Lived Assets and Amortizable Intangibles

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying
value of such assets may not be recoverable. The Company considers assets to be impaired and writes them down to fair value if estimated undiscounted cash flows associated with those assets are less
than their carrying amounts. Fair value is based upon the present value of the associated cash flows. Changes in circumstances (for example, changes in laws or

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

regulations,
technological advances or changes in strategies) may also reduce the useful lives from initial estimates. Changes in planned use of intangibles may result from changes in customer base,
contractual agreements, or regulatory requirements. In such circumstances, management will revise the useful life of the long-lived asset and amortize the remaining net book value over the
adjusted remaining useful life.

Medical Malpractice Liability Insurance

The individual physicians who contract with the Affiliates carry their own medical malpractice insurance. In the Hospital Services
segment, Alta and Brotman purchase professional and general liability insurance to cover medical malpractice claims under a claims-made policies. Under the policies, insurance premiums
cover only those claims actually reported during the policy term. Should the claims-made policy not be renewed or replaced with equivalent insurance, claims related to occurrences during
the policy term but reported subsequent to the policy's termination may be uninsured.

Accounting
principles generally accepted in the United States of America require that a health care organization record and disclose the estimated costs of medical malpractice claims in
the period of the incident of malpractice, if it is reasonably possible that liabilities may be incurred and losses can be reasonably estimated. The Company has recognized an estimated liability for
incurred but not reported claims and the self-insured risks (including deductibles and potential claims in excess of policy limits) based upon an actuarial valuation of the Company's
historical claims experience in Alta and Brotman. At September 30, 2010, the claims liability of approximately $1,598,000 relating to Alta and Brotman was estimated using a discount factor of
4%. The claims liability at September 30, 2009 of approximately $2,824,000 relating to Alta and Brotman was estimated using a discount factor of 4%.

The
claim reserve is based on the best data available to the Company; however, the estimate is subject to a significant degree of inherent variability. The estimate is continually
monitored and reviewed, and as the reserve is adjusted, the difference is reflected in current operations. While the ultimate amount of medical malpractice liability is dependent on future
developments, management is of the opinion that the associated liabilities recognized in the accompanying consolidated financial statements are adequate to cover such claims. Management is aware of no
potential medical malpractice claims whose settlement, if any, would have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

Workers' Compensation Insurance

The workers' compensation coverage provides the statutory benefits required by law and that the employer's liability limits are
$1,000,000. The Company (excluding Brotman) workers' compensation coverage for October 1, 2009 through September 30, 2010 did not have an aggregate loss limitation. The current workers'
compensation policy for the period of October 1, 2010 through September 30, 2011 does not have an aggregate loss limitation. Losses within the deductible are funded via a cash loss fund
and reconciled annually. At September 30, 2010 and 2009, accruals relating to Alta and Brotman for uninsured claims and claims incurred but not reported of approximately $2,769,000 and
$3,220,000, respectively, are estimated based upon an actuarial valuation of their claims experience, using a discount factor of 4% and 4%, respectively. On September 30, 2008, Brotman
purchased first dollar guaranteed cost insurance and retains no liability under this policy from that point onwards.

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

The
claim reserve is based on the best data available to the Company; however, the estimate is subject to a significant degree of inherent variability. The estimate is monitored and
reviewed, and as the reserve is adjusted, the difference is reflected in current operations. While the ultimate amount of the claims liability is dependent on future developments, management is of the
opinion that the associated liabilities recognized in the accompanying consolidated financial statements are adequate to cover such claims. Management is aware of no potential claims whose settlement,
if any, would have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

Earnings per Share

Basic net income per share is calculated by dividing net income attributable to common shareholders by the weighted average number of
common shares outstanding. Diluted earnings per share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding, after giving
effect to potentially dilutive shares computed using the treasury stock method. Such shares are excluded if determined to be anti-dilutive.

The
calculations of basic and diluted net income (loss) per share for the fiscal years ended September 30 are as follows (in thousands, except share and per share amounts):

Year Ended
September 30,2010

2009Net income (loss) attributable to Prospect Medical Holdings, Inc.

$
10,372

$
(2,420
)Weighted average common shares outstandingbasic


20,925,102


20,530,659Dilutive effect of stock options and warrants


1,879,227


Weighted average commonshares outstandingdiluted


22,804,329


20,530,659Basic

$
0.50

$
(0.12
)Diluted

$
0.45

$
(0.12
)


The
number of stock options and warrants excluded from the computation of diluted earnings per share due to being anti-dilutive were zero in fiscal year 2010, respectively,
and were 4,333,325 and 665,973 in fiscal year 2009, respectively.

Comprehensive Income/(loss)

Comprehensive income (loss) includes net income (loss) attributable to Prospect, net of taxes, and changes in the fair value of
interest rate swaps subject to hedge accounting that are recorded as other comprehensive income. As of April 1, 2008, the Company's swaps ceased to be eligible for hedge accounting. As a
result, all further changes in fair value of the swaps were recorded in the consolidated statements of operations and the effective portion of the swaps of approximately $5,400,000, after tax, that
was recorded in other comprehensive income through June 30, 2008 continued to be amortized to interest expense, using the effective interest method over the remaining life of the swaps. The
remaining unamortized portion of the interest rate swaps was expensed in July 2009 in connection with the Company's termination of such swaps (see Note 9).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

Stock Options

Prior to the completion of the merger, the Company had stock option and restricted stock agreements with certain directors, officers
and employees. Share-based awards are generally issued at or above the market price of the underlying stock.

Compensation
costs for option awards are measured and recognized in the financial statements based on their grant date fair value, net of estimated forfeitures over the awards' service
period. The fair value of restricted stock and restricted stock unit grants are determined on the date of grant, based on the number of shares granted and the quoted price of the Company's common
stock. The Company used the Black-Scholes option pricing model and a single option award approach to estimate the fair value of stock options granted. Equity-based compensation is classified within
the same line items as cash compensation paid to employees. Cash retained as a result of excess tax benefits relating to share-based payments is presented in the statement of cash flows as a financing
cash inflow.

The
Company's equity awards vest based on continuous service and currently do not include performance or market vesting conditions. There are no liability awards that may be settled for
cash.

Cash and Cash Equivalents

Cash equivalents are considered to be all liquid investments with initial maturities of three months or less when purchased. At times,
cash balances held at financial institutions are in excess of federal depository insurance limits. The Company has not experienced any losses on cash and cash equivalents due to
non-performance by financial institutions.

Restricted Cash

At September 30, 2010 and 2009, restricted cash primarily represent amounts set aside pursuant to the JHA loan agreements at
Brotman (see Note 9), totaling $2,889,000 and $1,162,000, respectively, held in escrow for property taxes, maintenance and emergency room construction. Additionally, $233,000 and $233,000 at
September 30, 2010 and 2009 was held in a restricted account in connection with workers compensation arrangements, respectively.

Investments

The Company is required to keep restricted deposits by certain HMOs for the payment of claims. Such restricted deposits are classified
as a current asset in the accompanying consolidated balance sheet, as they are restricted for payment of current liabilities.

Inventories

Inventories of supplies are valued at the lower of amounts that approximates the weighted average cost or market.

F-23

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

Deferred Financing Costs

Deferred financing costs are amortized over the period in which the related debt is outstanding using the effective interest method.
Deferred financing costs at September 30, 2010 and 2009 are as follows (in thousands):

2010

2009Gross
book
value

Accumulated
amortization

Net
book
value

Gross
book
value

Accumulated
amortization

Net
book
valueDeferred financing costs

$
8,771

$
2,417

$
6,354

$
8,732

$
527

$
8,205


Income Taxes

Income taxes are accounted for using the liability method under which deferred income taxes are recognized for the future tax effects
of temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities using the enacted statutory tax rates in effect at year-end.
The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the enactment date. The Company assesses
the recoverability of its deferred tax assets and provides a valuation reserve when it is not more-likely-than-not the assets will be recovered. As of
September 30, 2010 and 2009, the valuation allowance for deferred tax assets was approximately $20,783,000 and $23,623,000, respectively.

The
Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a
greater than fifty percent likelihood of being realized upon ultimate settlement. See Note 8, "Income Taxes," for further information regarding our income taxes.

The
Company's practice is to recognize interest and/or penalties related to income tax matters in income tax. No interest or penalties related to income taxes are accrued or have been
expensed as of and for the years ended September 30, 2010 and 2009.

Consolidated
and separate income tax returns are filed with the U.S. Federal jurisdiction and in the State of California. The Company's filed tax returns are subject to examination by
the IRS for tax year 2009, 2008, 2007 and 2006 and the State of California for fiscal years 2009, 2008, 2007, 2006 and 2005. Net operating losses that were incurred in prior years may still be
adjusted by taxing authorities.

The
net deferred tax liabilities are primarily comprised of temporary differences between book and tax bases for intangible and capital assets acquired and loss carryforwards.

Fair Value of Financial Instruments

The financial instruments reported in the accompanying consolidated balance sheets consist primarily of cash and cash equivalents,
investments, patient and other receivables, accounts payable and accrued expenses, medical claims and related liabilities, notes receivable and payable, capital lease obligations, debt, and other
liabilities. The carrying amounts of current assets and liabilities approximate their fair value due to the relatively short period of time between the origination of the instruments and their
expected realization. (See Note 16 for further details).

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

Interest Rate Swaps

The Company recognizes all derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value
through income. If the derivative is accounted for as a hedge, depending on the nature of the hedge, changes in its fair value are offset against either the change in fair value of assets,
liabilities, or firm commitments through earnings. The Company's derivative instruments comprised two interest rate swap agreements which were entered into on May 16, 2007 in conjunction with
the ProMed Acquisition and on September 5, 2007 in conjunction with the Alta Acquisition.

The
interest rate swap instruments were designated as cash flow hedges of expected interest payments on the Company's former term loans with the hedge effective date of the May 2007
instrument being December 31, 2007 and the hedge effective date of the September 2007 instrument being September 6, 2007. Prior to the hedge effective dates, all
mark-to-market adjustments in the value of the swaps were charged to expense. After the hedge effective date, the effective portions of the fair value gains or losses on these
cash flow hedges were initially recorded as a component of other comprehensive income, net of taxes, and subsequently reclassified into earnings when the forecasted transaction affected earnings.
Effective April 1, 2008, the Company elected to discontinue hedge accounting, and changes in the fair value of the interest rate swaps after March 31, 2008 were recorded as other income
or expense. Total net loss on the interest rate swaps included in earnings for fiscal year 2009 was approximately $5,300,000. The effective portion of the swaps of approximately $5,400,000, after tax,
that was recorded in other comprehensive income through March 31, 2008, was being amortized as interest expense over the remaining life of the swap instruments.

As
discussed in Note 9, concurrent with the offering of the $160,000,000 senior secured notes, effective July 23, 2009, the interest rate swap arrangements were terminated,
and the unamortized portion of the swaps, amounting to approximately $4,300,000, was expensed. At September 30, 2010 the Company had no interest rate swaps.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash held in financial
institutions which exceeds the $250,000 insurance limit of the Federal Deposit Insurance Corporation, receivables due from Medicare, Medi-Cal, patients, health plans and under
shared-risk arrangements, and notes receivable.

The
Company invests excess cash in liquid securities at institutions with strong credit ratings, following established guidelines relative to diversification and maturities to maintain
safety and liquidity. These guidelines are periodically reviewed and modified to take into consideration of trends in yields and interest rates and principal risk. Management attempts to schedule the
maturities of the Company's investments to coincide with the Company's expected cash requirements. Credit risk with respect to receivables is limited since amounts are generally due from large HMOs
within the Medical Group Management segment and from the Medicare and Medi-Cal programs within the Hospital Services segment. Notes receivable are fully secured by collateral of equal or
greater value. Management reviews the financial condition of these institutions on a periodic basis and does not believe the concentration of cash or receivables results in a high level of risk.

F-25

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

The
Company was subject to interest rate fluctuation under its floating rate revolving credit facilities.

For
the fiscal years ended September 30, 2010 and 2009, the Hospital Services segment received a total of 79% and 84%, respectively, of their net patient revenues from Medicare
and Medi-Cal programs and its largest HMO, and the Medical Group segment received a total of 72% and 77% of their capitation revenues from it's five largest HMOs, as follows (in
thousands):

Revenue
Year Ended
September 30,
2010

% of Total
Revenue

Revenue
Year Ended
September 30,
2009

% of Total
RevenueHospital Services:Government Payors:Medicare

$
149,289


53
%
$
96,693


47
%Medi-Cal


68,935


25
%

74,865


36
%Commercial:


218,224


78
%

171,558


83
%Plan A


2,651


1
%

1,092


1
%Totals

$
220,875


79
%
$
172,650


84
%Medical Group Management:Plan A

$
31,233


17
%
$
37,216


19
%Plan B


27,425


15
%

27,073


14
%Plan C


26,558


14
%

28,688


15
%Plan D


25,042


13
%

23,579


12
%Plan E


33,646


18
%

33,556


17
%Totals

$
143,904


72
%
$
150,112


77
%


Approximately
78% of Brotman's employees were covered under collective bargaining agreements as of September 30, 2010. The collective bargaining agreements with the California
Nurses Association ("CNA") and Service Employees International Union ("SEIU") expired on February 28, 2010.

After
months of good faith negotiations, Brotman recently entered into two new tentative collective bargaining agreements with the SEIU and CNA. The parties are currently in the process
of drafting the final agreements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the dates, and for the periods, that the consolidated financial
statements are prepared. Actual results could materially differ from those estimates. Principal areas requiring the use of estimates include third party settlements, receivables for medical services,
allowances for contractual discounts and doubtful accounts, accruals for medical claims, impairment of goodwill, long-lived assets and intangible assets, share-based payments, professional
and general liability claims and workers' compensation claims, reserves for outcome of legislation and valuation allowances against deferred tax assets.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

Effective the first quarter of fiscal year 2010, the Company adopted the revised accounting guidance for business combinations, which
changed its previous accounting practices regarding business combinations. The more significant changes include an expanded definition of a business and a business combination; recognition of assets
acquired, liabilities assumed and noncontrolling interests (including goodwill) measured at fair value at the acquisition date; recognition of acquisition-related expenses and restructuring costs
separately from the business combination; recognition of assets acquired and liabilities assumed at their acquisition-date fair values with subsequent changes recognized in earnings. The
guidance also amends and clarifies the application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from
contingencies in a business combination. The adoption did not have
a material impact on the Company's consolidated financial statements for prior periods; but the pronouncement will impact the accounting for any acquisitions subsequent to that date.

Effective
the first quarter of fiscal year 2010, the Company adopted revised accounting guidance which requires noncontrolling interests (formerly minority interest) to be presented as a
separate component from the Company's equity in the equity section of the consolidated balance sheets. As required by this guidance, the Company has adjusted the presentation of noncontrolling
interests in the prior period consolidated financial statements so that they are comparable to those of the fiscal year 2010 period. The adoption of this accounting guidance had no impact on the
Company's results of operations and did not have a material impact on the Company's financial position.

In
January 2010, the Financial Accounting Standards Board ("FASB") issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The
guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant
other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases,
sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). Disclosures regarding transfers are required
beginning January 1, 2010 and the Level 3 rollforward is to be disclosed in reporting periods beginning after December 15, 2010. Since the Company had no transfers between
categories, the additional disclosures are not applicable for the periods presented.

On
October 1, 2009, the Company adopted guidance on fair value measurement for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value
in the financial statements on a recurring basis (at least annually). Adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.

In
June 2009, the FASB issued revised guidance for the accounting of variable interest entities. This revised guidance replaces the quantitative-based risks and rewards approach with a
qualitative approach that focuses on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance
and has the obligation to absorb losses or the right to receive benefits from the entity that could be potentially significant to the variable interest entity. The accounting guidance also requires an
ongoing reassessment of whether an enterprise is the primary beneficiary and requires additional disclosures about an enterprise's involvement in variable interest entities. This accounting guidance
is effective for the Company

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

beginning
in the first quarter of fiscal 2011. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In
June 2009, the FASB issued revised guidance for the accounting of transfers of financial assets. This guidance eliminates the concept of a qualifying special-purpose entity, removes
the scope exception for qualifying special-purpose entities when applying the accounting guidance related to the consolidation of variable interest entities, changes the requirements for derecognizing
financial assets, and requires enhanced disclosure. This accounting guidance is effective for the Company beginning in the first quarter of fiscal 2011. The Company is currently evaluating the impact
that the adoption of this guidance will have on its consolidated financial statements.

In
August 2010, the FASB approved certain modifications to existing accounting standards that will directly affect health care entities in the future. The first change provides
clarification to companies in the healthcare industry on the accounting for professional liability insurance. Specifically, it states that receivables related to insurance recoveries should not be
netted against the related claim liability and such claim liabilities should be determined without considering insurance recoveries. The second change clarifies that disclosures regarding the level of
charity care provided by a health care entity must (i) represent the direct and indirect costs of providing such services and (ii) include a description of the method used to determine
those costs. Additionally, disclosures about charity care must now include information regarding any related reimbursements received by a health care entity.

The
modified accounting standards are required to be adopted for fiscal years that begin after December 15, 2010. Early adoption of such accounting standards is permitted. The
charity care disclosure change must be applied on a retrospective basis; however, the accounting change for insurance recoveries may be applied on either a prospective or retrospective basis. The
Company will adopt the modified accounting standards in the first quarter of fiscal year 2012 and is currently assessing the potential impact that the adoption will have on its consolidated results of
operations and consolidated financial position.

In
November 2010, the FASB issued a final consensus requiring bad debt expense to be shown on the income statement as a separate line item in the presentation of net revenue. In
addition, a health care entity is required to disclose all of the following by major payor source of revenue:



The
final consensus was scheduled to be effective for public entities for fiscal years beginning after December 15, 2010, and interim periods within those fiscal years. However,
recently the FASB was re-exposed this consensus for comments and, as a result, may change aspects to the consensus and the effective date.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation with no impact on the consolidated
financial statements.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

Subsequent Events

The Company's consolidated financial statements are considered issued when filed with the SEC. Accordingly, the Company has evaluated
subsequent events up to the filing date of this Form 10-K with the SEC (see Note 18).

3. Property Improvements and Equipment

Property, improvements and equipment as of September 30, 2010 and 2009, consisted of the following (in thousands):

September 30,2010

2009Property, improvements and equipment:Land and land improvements

$
31,028

$
31,028Buildings and improvements


24,302


23,665Leasehold improvements


2,666


2,029Equipment


22,121


20,255Furniture and fixtures


892


91381,009


77,890Less accumulated depreciation


(17,905
)

(14,166
)Property, improvements and equipment, net

$
63,104

$
63,724


4. Agreement and Plan of Merger

On August 16, 2010, the Company entered into an Agreement and Plan of Merger (the "Ivy Merger Agreement") with Ivy Holdings Inc. ("Ivy Holdings") and
Ivy Merger Sub Corp. ("Merger Sub"), an indirect, wholly owned subsidiary of Ivy Holdings. On December 15, 2010, at a special meeting of our stockholders, the adoption of
the Ivy Merger Agreement was approved by the affirmative vote of a majority of our common stock outstanding as of the record date for the special meeting. In accordance with the
Ivy Merger Agreement and the Delaware General Corporation Law, Merger Sub subsequently merged with and into us on December 15, 2010 and the Company became an indirect, wholly-owned
subsidiary of Ivy Holdings (the "Ivy Merger").

Pursuant
to the Merger Agreement, at the effective time of the merger:



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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Agreement and Plan of Merger (Continued)



The
Compensation Committee to the Board of Directors approved a contingent bonus in the amount of $1,235,000 to be paid to Mr. Lee, the Company's Chief Executive Officer only upon
successful completion of the merger or alternative merger transaction. The Company's controlling stockholders (the "Rollover Investors"), which comprised of Samuel S. Lee (the Company's Chairman of
the Board of Directors and Chief Executive Officer), Mike Heather (the Company's Chief Financial Officer), David R. Topper (the President of Alta Hospital System, LLC subsidiary) and
Dr. Jeereddi A. Prasad (one of the Company's directors and the President of ProMed Health Services), have executed a voting agreement pursuant to which they have agreed, subject to the terms
thereof, to vote their shares of the Company's common stock in favor of the approval and adoption of the Merger Agreement. The voting agreement provided the requisite stockholder approval for the
merger.

Pursuant
to a contribution and subscription agreement, immediately prior to the completion of the merger, the Rollover Investors contributed a total of 6,227,824 shares of the Company
common stock (the "Rollover Shares") in exchange for shares of Buyer's common stock. Following the completion of the merger, Messrs. Lee, Topper and Heather and Dr. Prasad beneficially
own approximately 20.2%, 14.9%, 1.6% and 1.2%, respectively, of the outstanding common stock of Buyer (excluding any stock options that may be granted to the Rollover Investors pursuant to a
management equity incentive plan that the Company expects Buyer will adopt following the completion of the merger).

The
terms of the contribution and subscription agreement entitle Messrs. Lee and Topper, in their discretion, to offer other employees of the Company the ability to acquire shares
of Buyer's common stock on the same terms and conditions as the Rollover Investors. Immediately prior to the completion of the merger, a group of eleven employees of the Company (the "Additional
Employee Investors") contributed to Buyer, approximately 136,765 shares of the Company's common stock in exchange for shares of Buyer's common stock. Following the completion of the merger, the
Additional Employee Investors beneficially own a total of approximately 0.8% of the outstanding common stock of Buyer (excluding any stock options that may be granted to the Additional Employee
Investors pursuant to a management equity incentive plan that the Company expects Buyer will adopt following the completion of the merger).

The
LGP Funds, an affiliate of Leonard Green, owns the remainder of the common stock of Buyer not owned by the Rollover Investors and the Additional Employee Investors. The LGP Funds
also purchased shares of Buyer 13.5% Senior Redeemable Exchangeable Cumulative Preferred Stock that have an initial aggregate liquidation value of approximately $69,180,000 for an aggregate purchase
price of approximately $69,180,000. The Buyer preferred stock is entitled to a cumulative annual dividend of 13.5% of the liquidation value, will be senior to Buyer common stock with respect to
dividend distributions, is entitled upon a liquidation of Buyer to receive the liquidation value plus accumulated and unpaid dividends and is redeemable by Buyer at a premium to the liquidation value
(starting at 107% in 2011 and declining to 100% in 2015).

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Agreement and Plan of Merger (Continued)

Following
the merger, each holder of senior secured notes is entitled under the indenture to require the Company to repurchase all or a portion of the holder's senior secured notes at a
cash purchase price equal to 101% of the principal amount of the senior secured notes plus accrued and unpaid interest. Accordingly, following the effective time of the merger, the Company has mailed
a notice to each holder of such notes advising the holder that it is entitled within 90 days of the effective time of the merger, to require the Company to purchase the senior secured notes
held by the holder at a purchase price equal to 101% of the principal amount of the senior secured notes, plus accrued and
unpaid interest to the date of purchase. The LGP Funds have agreed in the Merger Agreement to provide a backstop commitment letter to provide the funds that are required to comply with the change of
control provisions contained in the indenture governing the Company's senior secured notes.

Following
the announcement of the merger, two putative class action complaints were filed against the Company, each of the Rollover Investors, each of the special committee members, the
Buyer, the Merger Sub, and Leonard Green. These complaints allege generally that defendants breached their fiduciary duties, or aided and abetted others' breaches of fiduciary duties, in connection
with the proposed transaction with the Company by, among other things, authorizing the transaction for what plaintiffs claim to be inadequate consideration and pursuant to what plaintiffs claim to be
an inadequate process. The complaint seeks, among other relief, an injunction against the proposed merger, rescission of the merger or rescissory damages to the putative class if the merger is
completed and an award of costs, including attorneys' fees and experts' fees. Defendants believe the claims are without merit and intend to vigorously defend against the suits.

On
December 15, 2010, the Company's stockholders approved the Merger Agreement at a special meeting of stockholders. With the closing of the merger, shares of Prospect common
stock ceased trading in the Nasdaq Global Market and will be delisted. The Company expects to pay expenses relative to the merger aggregating amounts ranging from $13,000,000 to $15,000,000
(unaudited).

5. Acquisitions

On August 31, 2005, the Company invested $1,000,000 for an approximately 33.1% stake in Brotman, a 420-bed licensed and accredited acute care hospital, located in
Culver City, California. The Company made the investment with the intention that it, with Brotman, would be able to offer joint contracting to HMOs operating in Brotman's service area. Brotman
incurred significant losses before and after the Company's initial investment and, on October 25, 2007 (the "Petition Date"), Brotman filed for bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code. On the Petition Date, the Company entered into an amendment to its existing consulting services agreement with Brotman, providing for an increased level of service (see
Note 7). Additionally, effective April 22, 2008, Samuel S. Lee (Prospect's CEO and Chairman of the Board) was appointed as the Chairman of the Board of Directors of
Brotman. On April 14, 2009 (The "Effective Date"), the U.S. Bankruptcy Court confirmed and declared effective the final Chapter 11 Plan of Reorganization (the "Plan") of Brotman whereby,
among other things, all of Brotman's outstanding securities were canceled and, in exchange for their pro rata share of the New Value Contribution (as defined in the Plan) totaling $3,500,000, holders
of Brotman's securities would receive New Common Stock in Brotman in the same percentage as their pro rata share of the New Value Contribution. Pursuant to the terms of the Plan, the Company made a
$1,814,000 investment in Brotman on January 13, 2009 and $705,000 on June 30, 2009, totaling $2,519,000 (net of $37,000 acquisition costs) while the minority shareholders made a total
cash investment of $981,000. Based on such contributions, Prospect acquired an additional 38.86%

F-31

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Acquisitions (Continued)

ownership
interest in Brotman, effective April 14, 2009, which brought its total ownership interest to approximately 72%. As discussed in Note 18, effective November 15, 2010,
Brotman completed a $3,750,000 rights offering, wherein the Company participated in the amount of approximately $3,065,000, increasing its ownership to approximately 78%.

For
financial accounting purposes, the additional investment in Brotman was referred to as the "Brotman Acquisition." As required under the previously issued guidance on business
combinations, the business combination, which was achieved in stages, provides for recognition of assets at current fair value with respect to the proportion of the Company's incremental ownership
interest in Brotman. The aggregate cost of the acquired assets, which includes cash paid of $2,500,000 million and expenses incurred in connection with the acquisition totaling $37,000, were
allocated to the assets acquired and
liabilities assumed. The excess of the consideration over the estimated fair value of the assets and liabilities assumed has been allocated to goodwill and an identifiable intangible asset. Due to
negative net book value of assets acquired, goodwill attributable to the noncontrolling (formerly minority) interest was not recognized. As the noncontrolling interest in Brotman exceeds 20%, the
accounting basis in the acquired ownership in Brotman have not been pushed-down to the financial statements of Brotman and have been reflected in the Parent Company financial statements.
For the fiscal year ended September 30, 2010 and the period from April 14, 2009 to September 30, 2009, Brotman reported a net loss of approximately $7,025,000 and $2,711,000,
respectively. The Company does not have the intent or ability, including under the terms of its debt agreements, to provide significant financial support to Brotman. Prior to October 1, 2009, a
pro rata share of net income attributable to minority interest was not included under minority interest in the Company's consolidated statement of operations, as the cumulative minority share of such
income did not exceed their cumulative share of prior losses absorbed by the Company. Effective October 1, 2009, with the adoption date of new accounting literature (see Note 2), a pro
rata share of net loss attributable to noncontrolling interest was reported as a component of equity separate from the Company's equity in the consolidated balance sheet and as net loss attributable
to noncontrolling interest in the consolidated statement of operations.

The
following is an analysis of the allocation of assets acquired and liabilities assumed and the goodwill amount recognized in connection with the Brotman Acquisition, as of
April 14, 2009 (in thousands):

Assets acquired

$
53,302Liabilities assumed


(78,119
)Net liabilities assumed


(24,817
)Total purchase consideration


(2,556
)Purchase consideration in excess of net liabilities assumed


(27,373
)Identifiable intangibletrade name


3,000Goodwill

$
24,373


The
assets acquired include the relative percentage (38.83%) of the step up in basis of the assets acquired to estimated fair value amounting to $10,518,000.

Goodwill
from the Brotman Acquisition is primarily related to new capacity for future growth, new geographic coverage, additional types of hospital services and in-place
workforce. Through the Brotman Acquisition, the Company expanded into a new service market in the West Los Angeles, California

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Acquisitions (Continued)

area.
As a stock purchase, the goodwill acquired in the Brotman Acquisition is not deductible for income tax purposes. Brotman recorded income related to discharge of debt upon emergence from the
Chapter 11 Bankruptcy reorganization. Under Internal Revenue Code 108 ("IRC 108"), an insolvent taxpayer can exclude from its taxable income computation, the income related to discharge of debt
to the extent of the insolvency amount. Brotman's tax provision reflects that the entire amount of debt discharge income is qualified for the exclusion under IRC 108. Also, under current tax law, a
taxpayer is required to reduce its tax attributes to the extent of the excluded debt discharge income, and this attribute reduction occurs on the first day of the tax year after the debt discharge
occurs. In addition, a taxpayer is allowed an election to use alternative tax reduction ordering rules. As of September 30, 2010, management has not completed its analysis and has not concluded
on the attribute reduction
ordering. The finalization of these tax matters and others (Note 8) may adjust the deferred tax assets or liabilities.

The
following unaudited pro forma financial information for the year ended September 30, 2009 gives effect to the acquisition of Brotman as if it had occurred on October 1,
2008. Such unaudited pro forma information is based on historical financial information with respect to the acquisition and does not include synergies or operational or other changes that might have
been effected by the Company. Significant proforma adjustments include increased depreciation related to fixed assets acquired.

Year Ended
September 30, 2009Net revenue

$
463,342Net loss attributable to common stockholders

$
(5,513
)Net loss per share:Basic

$
(0.27
)Diluted

$
(0.27
)


Since
emergence from bankruptcy, Brotman has continued to incur losses and experience liquidity issues. Additionally, pursuant to an amendment entered into effective February 10,
2010, $16,000,000 of the indebtedness due to the Los Angeles Jewish Home for Aging may have to be repaid as early as April 2011 (Note 9). Management is currently implementing operational
improvements aimed at returning Brotman to profitability and is evaluating the refinancing of this debt. Prospect has limited ability to fund Brotman's post acquisition operations.

6. Goodwill and Intangible Assets

As of September 30, 2010 and 2009, all goodwill and intangible assets relate to the Alta, Brotman and ProMed Entity. The Company performed its annual goodwill impairment analysis
for each reporting unit that constitutes a business for which 1) discrete financial information is produced and reviewed by management, and 2) services that are distinct from the other
reporting units. For the Medical Group segment, the Company has determined that ProMed and other affiliated physician organizations as a group (collectively referred to as Prospect) each constitutes a
reporting unit.

For
the Hospital Services segment, the reporting unit for the annual goodwill impairment analysis is determined to be at the entity level with separate analyses for Brotman and Alta.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. Goodwill and Intangible Assets (Continued)

Identifiable
Intangibles at September 30, 2010 and 2009 are compromised of the following (in thousands):

2010

2009

Amortization
PeriodHMO membership

$
25,200

$
25,200

14 yearsCovenants not-to-compete


3,180


3,180

4 - 6 yearsTrade names


26,590


26,590

15 - 20 yearsProvider networks


1,200


1,200

3 yearsGross carrying value


56,170


56,170Accumulated amortization


(14,011
)

(9,745
)Identifiable intangibles, net

$
42,159

$
46,425


Amortization
is recognized on a straight-line basis (management's best estimate of the period of economic benefit) over the respective useful lives and expense for the fiscal
years ended September 30, 2010 and 2009 was approximately $4,266,000 and $4,315,000, respectively.

Estimated
amortization expense for each future fiscal year is as follows (in thousands):

2011

$
3,8692012


3,2962013


3,2762014


3,2352015


3,2352016 and thereafter


25,248$
42,159


The
Company performs an annual impairment test on the goodwill and intangibles. The impairment test at September 30, 2010 resulted in no impairment charges.

7. Related Party Transactions

Prospect has a controlling financial interest in an affiliated physician organization included in its consolidated financial statements which is owned by a nominee physician shareholder
designated by the Company. The control is effectuated through assignable option agreements and management services agreements, which provide the Company with a unilateral right to establish or effect
a change of the nominee shareholder for the affiliated physician organizations at will, and without the consent of the nominee, on an unlimited basis and at nominal cost through the term of the
management agreement. Jacob Y. Terner, M.D. was, through August 8, 2008, the sole shareholder, sole director and Chief Executive Officer of Prospect Medical Group, Inc. ("PMG") and was
the Chief Executive Officer of most of PMG's subsidiary physician organizations. Dr. Terner also served as the sole shareholder and a director and officer of Nuestra Familia Medical
Group, Inc. ("Nuestra"), an affiliated physician organization. Dr. Terner is a shareholder of the Company, and formerly served as its Chairman and Chief Executive Officer through part of
fiscal year 2008.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Related Party Transactions (Continued)

The
Company had an employment agreement with Dr. Terner that expired on August 1, 2008 and provided for base compensation (most recently $400,000 per year) and further
provided that if the Company terminated Dr. Terner's employment without cause, the Company would pay him $12,500 for each month of past service as the Chief Executive Officer, commencing as of
July 31, 1996, up to a maximum of $1,237,500. Dr. Terner resigned as the Chief Executive Officer of the Company effective March 19, 2008 and resigned as the Chairman of the Board
of Directors effective May 12, 2008. In consideration of Dr. Terner's resignation and other promises in his resignation agreement, the Company agreed to pay to his family trust the sum
of $19,361.10 each month during the twelve-month period ending on April 30, 2009 and the sum of $42,694.45 each month during the twenty-four month period ending on April 30,
2011, for the total sum of $1,257,000, which amount was recorded as a general and administrative expense in the third quarter of fiscal 2008. In September 2009, the Company ceased making payments to
Dr. Terner following its determination that Dr. Terner was not entitled to receive the payments. Subsequently, Dr. Terner filed a complaint against the Company seeking restoration
of the payments. The Company and Dr. Terner are currently litigating this dispute.
Dr. Terner no longer serves as the nominee shareholder of the Company's affiliated physician organizations.

Dr. Arthur
Lipper currently serves as the nominee shareholder of PMG and Nuestra and as the sole director of PMG and its subsidiary physician organizations and the Chief Executive
Officer, President and Treasurer of all subsidiary physician organizations, except the ProMed Entities. Dr. Lipper serves as one of two directors of Nuestra, as the sole director of the ProMed
Entities, and as a Vice President of Nuestra and the ProMed Entities.

On
August 1, 2005 and subsequently amended on October 25, 2007, Prospect Medical Management, Inc. (now known as Prospect Hospital Advisory Services, Inc.
("PHAS")), an affiliate of the Company, entered into a consulting services agreement, to provide administrative, financial and management consulting services to Brotman for a monthly fee of $100,000
plus expenses. The agreement had an initial term of one year and automatically renewed for additional one-year terms unless terminated by either party with 90 days written notice.
As discussed in Note 5, Brotman, which filed a voluntary petition for bankruptcy protection under Chapter 11 of the U. S. Bankruptcy Code on October 25, 2007, emerged from
Chapter 11 bankruptcy proceeding on April 14, 2009 (the "Effective Date"). On the Effective Date, the Company increased its approximately 33% ownership stake in Brotman, to approximately
72% via an incremental investment of approximately $2,500,000. As further discussed in Note 18, following the consummation of the Rights Offering, effective November 15, the Company
increased its existing ownership stake in Brotman to approximately 78%. For the 195 days ended April 13, 2009, total fees earned and paid under the consulting services agreement were
approximately $650,000. Beginning April 14, 2009, amounts earned under the agreement have been eliminated in consolidation.

On
December 15, 2009, Brotman initiated a rights offering ("Rights Offering"), whereby existing shareholders of the Company could subscribe to purchase up to $5,500,000 of Brotman
convertible subordinated promissory notes (the "Brotman Notes"). The Brotman Notes are due three years from the date of issuance, bear interest at 15% per annum, and are convertible at the option of
the holder into shares of Brotman at $3.34 per share. PHAS exercised its right to purchase a portion of its pro rata (approximately 72%) share of the Brotman Notes and, effective January 7,
2010, purchased $3,500,000 of such Brotman Notes. Additionally, PHAS planned on exercising its right to purchase any

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Related Party Transactions (Continued)

Brotman
Notes offered that were not purchased by other Brotman shareholders. Brotman intended to use the remainder of the Rights Offering to repay approximately $2,000,000 currently due to Prospect.

As
a result of the Rights Offering, Culver Hospital Holdings, a minority shareholder of Brotman, filed a shareholder complaint against Prospect Medical Holdings, PHAS, Brotman, and each
of the Brotman Board of Directors. The court granted a preliminary injunction that enjoins Prospect from taking the following actions: (1) acquiring Culver's share of convertible promissory
notes, (2) converting the Brotman Notes into shares of Brotman common stock, (3) converting Brotman's debt owed to Prospect
into shares of Brotman common stock, and (4) using the proceeds of the Rights Offering to repay debt that Brotman owes to Prospect. Prospect has filed a notice of appeal.

Effective
December 15, 2009, the Board of Directors of Brotman authorized certain designated officers to enter into an amendment to the consulting services agreement between
Brotman and PHAS ("Amended and Restated Consulting Services Agreement"). The Amended and Restated Consulting Services Agreement, which was executed on February 1, 2010, states inter alia, that
effective April 14, 2009, PHAS shall be entitled to receive a monthly fee of 4.5% of Brotman's net operating revenue. To the
extent Brotman does not have sufficient cash to make such cash payment, or is otherwise restricted in its ability to pay all amounts due by agreements applicable to Brotman or PHAS, then PHAS shall be
entitled to receive shares of common stock of Brotman. All amounts under this agreement are eliminated in consolidation.

PMG,
an affiliated physician organization of the Company, entered into a risk pool sharing agreement, dated May 1, 2005, with Brotman. Under the agreement, PMG and Brotman agreed
to establish a Hospital Control Program (as defined) to serve HMO enrollees and earn incentive revenue or incur penalties by sharing in the risk for hospitalization based on inpatient services
utilized. Risk pools are generally settled in the following year. For the 195 days ended April 13, all incentive revenue earned under the agreement was compromised pursuant to Brotman's
Chapter 11 Plan of Reorganization. Beginning April 14, 2009, all amounts earned under the agreement are eliminated in consolidation.

In
connection with the above-described risk-sharing agreement, Prospect Medical Systems, Inc. ("PMS") and Brotman entered into an Administrative Services Agreement,
dated October 1, 2005, as amended on October 1, 2009, that provides for the administration by PMS of the payment of claims under such risk-sharing arrangement, with all
administrative fees being eliminated in consolidation.

On
August 31, 2005, PMG, entered into a joint marketing agreement with Brotman. The agreement is for an initial term of 20 years, renewable for successive
five-year terms unless terminated by either party with 180 days written notice. During the term of this agreement, Brotman will contract exclusively with PMG with regard to full
risk contracting with HMOs for all lines of business, including Medicare, Medi-Cal and commercial enrollees. Brotman will not merge into, consolidate with, or sell substantially all of its
assets (unless the purchaser or surviving entity expressly assumes these managed care exclusivity arrangements), alter such agreements without the consent of PMG, and agrees to be bound by the
exclusivity provision.

On
March 1, 2010, Alta entered into an agreement with an HMO, pursuant to which, Alta would provide hospital, medical, and other healthcare services to approximately 2,000 senior
HMO enrollees under a fixed capitation arrangement ("Capitation Arrangement"). Concurrently, on March 1, 2010, Alta entered into a risk pool sharing agreement with PMG and Prospect Health
Source Medical Group

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Related Party Transactions (Continued)

("PHS")
and a management services agreement with PMS. Under the risk pool sharing agreement, Alta, PMG and PHS agreed to establish a Hospital Control Program (as defined) to serve the HMO enrollees,
pursuant to which, PMG is allocated 90% residual interest in the profit or loss, after deductions for costs to Alta hospitals. Under the management services agreement, PMS would provide
non-hospital and non-physician support activities that are required under the agreement with the HMO, in return for a monthly management fee of 10% of earned revenue (as
defined). All amounts earned under the risk pool sharing and management services agreements are eliminated in consolidation.

8. Income Taxes

The components of the income tax (benefit) provision for the years ended September 30, 2010 and 2009 are as follows:

2010

2009(in thousands)Current:Federal

$
7,531

$
2,577State


2,168


7209,699


3,297Deferred:Federal


1,070


(2,704
)State


(431
)

(1,612
)639


(4,316
)Total:Federal


8,601


(127
)State


1,737


(892
)$
10,338

$
(1,019
)


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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Income Taxes (Continued)

Temporary
differences and carry forward items that result in deferred income tax balances as of September 30 are as follows (in thousands):

September 30,2010

2009Deferred tax assets:State tax benefit

$
2,300

$
1,928Deferred Compensation





1Allowances for bad debts


8,926


5,115Vacation accrual and other


3,129


3,029Workers Compensation


1,186


1,217Accrued physician bonuses


2,403


4,385Malpractice reserve


659


1,369Deferred rent


105


105Other


227


81Net operating loss


12,369


16,732Capital loss carryforward


2,255


2,255Deferred income tax assets


33,559


36,217Valuation allowance


(20,783
)

(23,623
)Net deferred income tax assets


12,776


12,594Deferred tax liabilities:Intangible assets


(11,290
)

(14,124
)Fixed assets


(22,884
)

(20,430
)Non-shareholder capital contribution


(2,142
)

Prepaid expenses


(506
)

(1,371
)Deferred income tax liabilities


(36,822
)

(35,925
)Net deferred income tax liability

$
(24,046
)
$
(23,331
)


As
a result of the ProMed and Alta acquisitions in 2007, the Company recorded approximately $36,226,000 in deferred tax liabilities, principally related to differences in the tax and
book basis for intangibles such as customer relationships, trade names, non-compete agreements, provider networks and for property, improvements and equipment, for which deductions are
limited to their carryover basis. These deferred tax liabilities were recorded as an increase to goodwill on the respective acquisition dates.

Other
deferred income tax assets and liabilities reflect the effect of temporary differences between the assets and liabilities recognized for financial reporting purposes and the
amounts recognized for income tax purposes.

Given
uncertainty regarding the likelihood of the Company generating sufficient future capital gains to utilize the unrealized capital loss associated with the sale of Sierra Medical
Management, Inc., Sierra Primary Care Medical Group, Antelope Valley Medical Associates, Inc. and Pegasus Medical Group, Inc., (the "AV Entities"), the related deferred tax asset
was fully reserved. In 2008 carryover losses related to the sale of the AV entities resulted in an increase in the deferred tax asset of approximately $1,373,000 with a commensurate increase in the
valuation allowance.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Income Taxes (Continued)

The
Company's deferred tax assets for net operating loss ("NOL") carryforwards are mainly attributable to Brotman. Brotman is not included in the Company's consolidated
Federal income tax return, and accordingly files a separate Federal income tax return. As a consequence, Brotman's ability to use its NOL carryforwards for Federal income tax purposes is dependent
upon its separate taxable income only. Due to the lack of positive evidence currently available to support the Company's ability to realize these deferred tax assets, the Company maintains a valuation
allowance on these assets.

At
September 30, 2010, the Company had federal and state net operating loss carryovers of approximately $29,044,000 and $35,656,000 which, if not utilized, will expire beginning
2027 and 2017, respectively. A substantial portion of these net operating loss carryforwards are subject to limitations under Internal Revenue Code Section 382, and their use may be severely
limited in the future.

At
September 30, 2010, the Company has approximately $416,000 of unrealized excess tax benefits related to employee stock options. This amount is not included in the table of
deferred tax assets above and the benefit will be recorded as an increase to additional paid in capital if and when realized.

The
differences between the income tax (benefit) provision at the federal statutory rate of 34% and that reflected in the accompanying consolidated statements of operations are
summarized as follows for the years ended September 30:

2010

2009Tax provision at statutory rate


34
%

(34
)%State taxes, net of federal benefit


6
%

(7
)%Change in valuation account


13
%

10
%Other



%

1
%55
%

(30
)%


Taxes
paid, net of refunds received, totaled approximately $8,634,000 and $2,067,000 for the years ended September 30, 2010 and 2009, respectively.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-Term Debt

Long-term debt consists of the following at September 30 (in thousands):

September 30,2010

2009Prospect's debt:Senior secured notes

$
160,000

$
160,000Less original issue discount


(10,198
)

(11,980
)149,802


148,020Brotman's debt:Senior secured revolving credit facility


4,280


2,888Secured credit facility term loan : A (net of discount)


15,818


15,655Secured credit facility term loan: B


6,250


6,250Subordinated promissory Note


2,500


3,53128,848


28,324Less current maturities


(170,900
)

(3,805
)Long-term debt

$
7,750

$
172,539


Prospect's Debt



On July 29, 2009, the Company closed the offering of $160,000,000 in 12.75% senior secured notes due 2014 (the "Notes") at an
issue price of 92.335%. The sale was executed in accordance with Rule 144A under the Securities Act of 1933 and Regulation S under the Securities Act of 1933. Concurrent with the
issuance of the Notes, the Company entered into a three year $15,000,000 revolving credit facility which was undrawn at closing and is still undrawn, with any future borrowings bearing interest at
London Interbank Offered Rate ("LIBOR") plus 7.00%, with a LIBOR floor of 2.00%.

The
Company used the net proceeds from the sale of the Notes to repay all remaining amounts outstanding under its former $155,000,000 senior secured credit facility, plus a prepayment
premium of approximately $2,600,000. The Company reflected the prepayment premium, together with the write-off of approximately $560,000 of deferred financing costs related to its former
credit facilities, as interest expense in the fourth quarter of fiscal year 2009. Capitalized deferred financing costs and original issue discount related to the Notes is being amortized over the term
of the related debt using the effective interest method.

Effective
July 23, 2009, the Company terminated the former master swap agreement and the swap arrangements thereunder by payment, on July 29, 2009, of $11,700,000 to the
swap counterparty in final settlement of all amounts owing under the swap arrangements. All related amounts included in accumulated other comprehensive loss, including related deferred income taxes
(of approximately $4,200,000) was recorded as interest expense (and to the tax provision) as of the effective date of the swap terminations.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-Term Debt (Continued)

The
terms of the Notes are governed by an indenture among the Company, certain of its subsidiaries and affiliates (as guarantors), and U.S. Bank National Association (as trustee) (the
"Indenture"). Interest is payable semi-annually in arrears on January 15 and July 15. The terms of the revolving senior secured credit facility are governed by the Credit
Agreement, dated as of July 29, 2009, among the Company, Royal Bank of Canada (as administrative agent), Jefferies Finance LLC (as co-syndication agent) and the lenders party
thereto (the "Credit Agreement").

The
Notes and the revolving senior secured credit facility are jointly and severally guaranteed on a senior secured basis by all of the Company's restricted subsidiaries (as such term is
defined in the Indenture) other than Brotman, Nuestra and certain immaterial subsidiaries. The Notes are securedpari passuwith the revolving credit
facility on a first priority basis by liens on substantially all of the Company's assets and the assets of the subsidiary guarantors (other than accounts receivable) including all the mortgages on the
Company and its subsidiary guarantors' hospital properties (but excluding a pledge of, or mortgage on, the stock, properties or other assets of Brotman, AMVI/Prospect Health Network and certain
immaterial subsidiaries). The lenders under the revolving credit facility have a first priority lien on certain of the accounts receivable of the Company and the subsidiary guarantors while the
holders of the Notes have a second priority lien on such collateral.

The
Indenture requires the Company to offer to repurchase the Notes at 101% of their principal amount in the event of a change of control of the Company and at 100% of the principal
amount with certain proceeds of sales of assets. The Indenture also contains certain covenants that, among other things, limit the Company's ability, and the ability of its restricted subsidiaries to
pay dividends or distributions on capital stock or equity interests, prepay subordinated indebtedness or make other restricted payments; incur additional debt; make investments; create liens on
assets; enter into transactions with affiliates; engage in other businesses; sell or issue capital stock of restricted subsidiaries; merge or consolidate with another company; transfer and sell
assets; create dividend and other payment restrictions affecting subsidiaries; and designate restricted and unrestricted subsidiaries. Refer to Note 4 and below, for further discussion of the
Company's obligations under the indenture that are triggered as a result of the completion of the merger. The Credit Agreement contains a number of customary covenants as well as covenants requiring
the Company to maintain a maximum consolidated leverage ratio, minimum fixed charge coverage ratio and a maximum consolidated total leverage ratio. As of September 30, 2010, the Company was in
compliance with the financial covenants of the Indenture and Credit Agreement.

Pursuant
to its definitive Prospectus filed with the SEC on form S-4 on October 26, 2009, the Company offered to exchange (the "Exchange Offer") up to
$160,000,000 of its 123/4% Senior Secured Notes, Series B, due 2014 (the "Exchange Notes" and together with the Original Notes, the "Notes") for an equal amount of the Notes
issued on July 29, 2009 (the "Original Notes"). The Exchange Notes are substantially identical to the Original Notes, except that the offer and sale of the Exchange Notes have been registered
under the Securities Act of 1933, as amended, and the Exchange
Notes do not bear any legend restricting their transfer. The Exchange Offer was finalized on December 3, 2009, at which time $159,000,000 of the $160,000,000 aggregate principal amount of
private notes had been tendered and accepted for exchange.

The
Notes will mature on July 15, 2014. Prior to July 15, 2012, the Company may redeem up to 35% of the original principal amount of the Notes at a redemption price equal
to 112.75% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest, with the proceeds of

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-Term Debt (Continued)

certain
equity offerings. From July 15, 2012 until July 15, 2013, the Company may redeem all, or any portion, of the Notes at a redemption price equal to 106.375% of the principal amount
of the Notes redeemed, plus any accrued and unpaid interest. After July 15, 2013, but before the maturity date of July 15, 2014, the Company may redeem all or any portion of the Notes at
a redemption price equal to 100% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest.

As
further discussed in Note 4, following the merger, each holder of senior secured notes is entitled under the indenture to require the Company to repurchase all or a portion of
the holder's senior secured notes at a cash purchase price equal to 101% of the principal amount of the senior secured notes plus accrued and unpaid interest. Accordingly, following the effective time
of the merger, the Company has mailed a notice to each holder of such notes advising the holder that it is entitled under the indenture, within 90 days of the effective time of the merger, to
require the Company to purchase the senior secured notes held by the holder at a purchase price equal to 101% of the principal amount of the senior secured notes, plus accrued and unpaid interest to
the date of purchase. Pending the expiration of the 90 days redemption period, the amounts owing under the senior secured notes plus accrued and unpaid interest thereon have been reflected as
current in the accompanying September 30, 2010 consolidated balance sheet.

On
December 15, 2010, the effective time of the merger, the Company and U.S. Bank National Association, a national banking association (the "Trustee"), entered into a First
Supplemental Indenture (the "First Supplemental Indenture") in connection with the merger, pursuant to which the Company is permitted under Section 3.3 of the Indenture to make certain
"Restricted Payments" immediately following consummation of the merger.

Brotman's Debt:

Brotman has debt under a Senior Secured Revolving Credit Facility, Secured Term Loans and an Unsecured Subordinated Promissory Note
entered into in conjunction with affecting its Plan of Reorganization. The Company has not guaranteed any portion of Brotman's debt or other obligations. Given the Company's majority ownership in
Brotman, effective April 14, 2009, all
Brotman debt is included in the Company's consolidated financial statements. The Company has no obligation to fund Brotman's operations. Under the senior secured revolving credit agreement, the
Company is permitted to make additional investments in Brotman in an aggregate amount not to exceed $10,000,000, provided that such investments can exceed $10,000,000 if the amounts are funded solely
with the proceeds of Equity Interests of the Company (as defined).



On April 14, 2009, the Effective Date of the Plan of Reorganization, Brotman obtained a commitment from Gemino Healthcare
Finance, LLC ("Gemino") for a three year, $6,000,000 (subsequently increased to $7,000,000 pursuant to an amendment described below), senior credit facility secured by Brotman's accounts
receivable. The facility expires on the earlier of April 14, 2012 and the Los Angeles Jewish Home for Aging ("JHA") loan (see below) maturity date and bears interest at LIBOR plus 7% per annum
(11.0% as of September 30, 2010, given a LIBOR floor of 4%). Interest is incurred based on the greater of $2,000,000 or the actual outstanding principal balance. The agreement also includes an
unused line fee of 0.5% per annum and a collateral line fee, based on the average outstanding principal balance, of 0.5% per annum. Loan fees associated with the Gemino loan totaling

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-Term Debt (Continued)

approximately
$120,000, were capitalized and have been included as deferred financing costs in the accompanying consolidated balance sheet as of September 30, 2010, with the amount being
amortized over the term of the related debt using the effective interest method. The senior credit facility agreement contains customary covenants for facilities of this type, including restrictions
on the payment of dividends, change in ownership and management, asset sales, incurrence of additional indebtedness, sale-leaseback transactions, and related party transactions. Brotman
must also comply with certain financial covenants. Prior to the February 17, 2010 amendment discussed below, Brotman was required to comply with a fixed charge coverage ratio of not less than
(i) 1.10:1.00 for the fiscal quarter ended June 30, 2009, (ii) 1.15:1.00 originally for the fiscal quarter ended September 30, 2009; and (iii) 1.20:1.00 for each
fiscal quarter ending thereafter.

Pursuant
to an amendment entered into effective December 11, 2009, the Gemino credit agreement was amended to provide, among other things, a waiver of the specified events of
default and the amendment to the definition of fixed charge coverage ratio. Under the amended credit agreement, the fixed charge coverage ratio was amended to require not less than
(i) 1.00:1.00 for the fiscal quarters ended December 31, 2009 and March 31, 2010; (ii) 1.05:1.00 for the fiscal quarters ended June 30, 2010 and September 30,
2010, (iii) 1.10:1.00 for the fiscal quarters ending December 31, 2010 and March 31, 2011, and (iv) 1.20:1.00 for the fiscal quarter ending June 30, 2011 and each
fiscal quarter ending thereafter. As of September 30, 2010, Brotman was in compliance with the required financial covenants under the amended credit agreement. Pursuant to an amendment entered
into effective February 17, 2010, the Gemino credit agreement and promissory note were amended to increase the loan commitment by $1,000,000, to a total commitment of $7,000,000.

The
average outstanding balance and average interest rate on the senior secured revolving credit facility for the year ended September 30, 2010 approximated $3,584,000 and 11%,
respectively.



On April 14, 2009, the effective date of the Plan of Reorganization, JHA agreed to provide Brotman with up to $22,250,000 in
financing, consisting of two term loans: (i) a Term A Loan of $16,000,000 (the "Term A Loan") with a 24-month term and (ii) a Term B Loan of up to $6,250,000, with a term of
36 months (the "Term B Loan"). Subject to the notification requirements set forth in the loan agreements, the term of the Term A Loan can be extended up to 36 months. Interest on the
Term A Loan is payable at 10% per annum for the first year of the loan, and 7.5% thereafter. Interest on the Term B Loan is payable at 10% per annum for the term of the loan. The Term A Loan and Term
B Loan are secured by certain of Brotman's personal property, and a mortgage on certain of Brotman's real property. The proceeds of the JHA loans were used to repay all existing senior secured loans
at Brotman as of April 14, 2009. Loan fees associated with the JHA loans totaling approximately $1,549,000, were capitalized and have been included as deferred financing costs in the
accompanying consolidated balance sheet as of September 30, 2010, with that amount being amortized over the term of the related debt using the effective interest method.

With
respect to the Term A Loan, JHA was granted the right ("Put Right") to declare the unpaid loan amount, including remaining interest and any other amounts due and payable under the
loan agreements, immediately due and payable at any time after April 14, 2010 and prior to the date which is twenty-four months after the Closing Date, subject to JHA providing
written notification to Brotman of its exercise of the Put Right at least 180 days in advance. Effective February 10, 2010, JHA and

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-Term Debt (Continued)

Brotman
entered into an amendment to the Term A Loan, whereby the earliest date on which JHA could provide notice of its exercise of the Put Right was extended from April 14, 2010 to
October 14, 2010, effectively extending the earliest maturity date for the Term A Loan to April 14, 2011. Brotman and JHA are currently negotiating a comprehensive amendment to and
extension of the Term A Loan, pending completion of which, amounts owing under this loan have been reflected as current in the accompanying September 30, 2010 consolidated balance sheet.

As
part of the JHA financing, Brotman granted JHA an option to purchase certain Brotman-owned property, where JHA plans to construct a senior living facility, for a purchase price equal
to the outstanding principal balance of the Term A Loan plus any prepaid amounts. In connection with JHA's option right, Brotman is required to deposit $130,000 monthly into a reserve account
(up to a maximum of $3,120,000), with such funds specifically earmarked for the construction of a new Brotman
emergency room. Additionally, Brotman is required to deposit $10,000 monthly into a reserve account for capital improvements and a Tax and Insurance Deposit Account.

In
accordance with relevant accounting pronouncements, the Term A Loan, which contains a real estate purchase option, is recorded at its present value, with any excess of the proceeds
over that amount recorded as an option deposit liability account. The present value of the loan is estimated using discounted cash flow analyses based on market rates obtained from independent third
parties for similar type debt. Based on an estimated market interest rate of 10.0%, the present value of the loan was estimated to be approximately $15,655,000 at inception. The difference of $345,000
between the recorded present value and the face value of the loan has been recorded as a discount against the loan and is being amortized to interest expense, using the effective interest rate method,
over the term of the loan. The Company began amortizing the discount in the third quarter of fiscal year 2010, which amount totaled approximately $162,000 for the fiscal year ended
September 30, 2010.

As
of September 30, 2010, Brotman failed to process the required restricted cash transfer on September 1, 2010. As such, the loan was under technical default. On
October 2, 2010, Brotman processed payment; however, as of the date of this filing, Brotman remains out of compliance.



On April 14, 2009, the Effective Date of the Plan of Reorganization, Brotman executed a $4,000,000 unsecured Class 4
Note, to be held by the Creditor Trust for the benefit of holders of allowed Class 4 claims (as defined in the Plan of Reorganization) and paid pro rata to holders of allowed Class 4
claims. The Note bears interest at 7.50% per annum and is payable in sixteen equal quarterly installments of principal and accrued interest through February 15, 2013. The Note contains a
covenant which, so long as amounts remain outstanding under the Note, restricts Brotman from paying Prospect Hospital Advisory Services, Inc. a consulting fee of more than $100,000 per month,
as specified in the Amended and Restated Consulting Services Agreement (see Note 7). As such, although the amount of the consulting fee was increased to 4.5% of Brotman's net operating revenue
effective April 14, 2009, the amount of such consulting fee actually paid in cash will not exceed $100,000 per month until such time as permitted by applicable agreement, or the Creditor Trust
Note has been amended or repaid.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-Term Debt (Continued)

Scheduled
payments under current and long-term debt as of September 30, 2010 are as follows (in thousands):

2011

$
182,2802012


6,750Total minimum payments


189,030Less debt discounts


(10,380
)Total, net of discounts

$
178,650


10. Equity-Based Compensation Plans

On August 13, 2008, following shareholder approval, the Company adopted the 2008 Omnibus Equity Incentive Plan ("2008 Plan") to provide flexibility in implementing equity awards,
including incentive stock options ("ISO"), non-qualified stock options ("NQSO"), restricted stock grants, stock appreciation rights ("SAR") and performance based awards to employees,
directors and outside consultants, as determined by the Compensation Committee of the Board of Directors (the "Committee"). In conjunction with the adoption of the 2008 Plan, effective
August 13, 2008, additional equity awards under the Company's 1998 Stock Option Plan ("1998 Plan") were discontinued and new
equity awards are now granted under the 2008 Plan. Remaining authorized shares under the 1998 Plan which were not subject to outstanding awards as of August 13, 2008, were canceled on
August 13, 2008. The 1998 Plan will remain in effect as to outstanding equity awards granted under the 1998 Plan prior to August 13, 2008. At the inception of the 2008 Plan, 4,000,000
shares were reserved for issuance under the 2008 Plan. As of September 30, 2010, there were 833,718 shares available for future grants under the 2008 Plan.

Under
the terms of the 2008 Plan, the exercise price of an ISO may not be less than 100% of the fair market value of the Company's common stock on the date of grant and, if granted to a
shareholder owning more than 10% of the Company's common stock, then not less than 110%. Stock options granted under the 2008 Plan have a maximum term of 10 years from the grant date, and are
exercisable at such time and upon such terms and conditions as determined by the Committee. Stock options granted to employees generally vest over four years, while options granted to certain
executives typically vest over a shorter period, subject to continued service. In the case of an ISO, the amount of the aggregate fair market value of common stock (determined at the time of grant)
with respect to which ISO are exercisable for the first time by an employee during any calendar year may not exceed $100,000.

The
base price, above which any appreciation of a SAR issued under the 2008 Plan is measured, will in no event be less than 100% of the fair market value of the Company's stock on the
date of grant of the SAR or, if the SAR is granted in tandem with a stock option, the exercise price under the associated option. The restrictions imposed on shares granted under a restricted stock
award will lapse in accordance with the vesting requirements specified by the Committee in the award agreement. Such vesting requirements may be based on the continued service of the participant with
the Company for a specified time, or on the attainment of specified performance goals established by the Committee in its discretion. If the vesting requirements of a restricted stock award are not
satisfied prior to the

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Equity-Based Compensation Plans (Continued)

termination
of the participant's service, the unvested portion of the award will be forfeited and the shares of common stock subject to the unvested portion of the award will be returned to the
Company.

On
December 15, 2010, pursuant to the Agreement and Plan of Merger, dated as of August 16, 2010, among the Company, Ivy Holdings Inc. ("Ivy Holdings") and Ivy Merger
Sub Corp. ("Merger Sub"), a wholly owned indirect subsidiary of Ivy Holdings, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Ivy
Holdings (the "Merger").

As
a result of the Merger, the 1998 Plan has been terminated, any unexercised options outstanding under the 1998 Plan, the Individual Option Agreements, the 2008 Plan and the Lee
Agreement have been cancelled, and any offerings of common stock pursuant to the Registration Statements have been terminated. Accordingly, pursuant to the undertaking contained in each Registration
Statement to remove from registration by means of a post-effective amendment any of the shares of common stock being registered which remain unsold, the Company hereby removes from
registration the shares of common stock covered by the Registration Statements which remain unsold.

Stock Options Activity

The following is a summary of option activity for the years ended September 30, 2010 and 2009:

2010

2009Options

Weighted
Average
Exercise
Price

Options

Weighted
Average
Exercise
PriceOutstanding, beginning of year


4,333,335

$
3.00


5,087,637

$
3.17Granted


430,000

$
4.46


642,500

$
3.50Exercised


(455,939
)
$
3.32


(44,167
)
$
2.32Forfeited


(20,000
)
$
4.49


(1,352,635
)
$
3.90Expired


(59,446
)
$
6.42





Outstanding, end of year


4,227,950

$
3.06


4,333,335

$
3.00Exercisable, end of year


3,815,863

$
2.98


2,898,546

$
3.04Range of exercise prices, outstanding options

$
2.25 - $5.81




$
2.25 - $6.45


The
aggregate intrinsic value of stock options outstanding and exercisable at September 30, 2010 was approximately $23,014,000 and $21,073,000, respectively, and at
September 30, 2009 was approximately $6,235,000 and $4,212,000, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards
and the quoted price of the Company's common stock for those awards that have an exercise price currently below the quoted market price.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Equity-Based Compensation Plans (Continued)

A
summary of the Company's nonvested options as of September 30, 2010 and the changes during the two years ended September 30, 2010 is presented as follows (in thousands,
except weighted average grant date fair value):

Shares

Weighted
average
grant date
fair valueNonvested at September 30, 2008


1,987

$
0.60Granted


642

$
1.32Vested


(997
)
$
0.67Forfeited


(185
)
$
0.64Nonvested at September 30, 2009


1,447

$
0.86Granted


430

$
1.70Vested


(1,445
)
$
0.95Forfeited


(20
)
$
1.72Nonvested at September 30, 2010


412

$
1.37


As
of September 30, 2010, there was $569,000 of total unrecognized compensation expense related to nonvested share-based compensation arrangements granted under the Plan. The cost
is expected to be recognized over a weighted average period of 1.2 years.

Stock-Based Compensation Expense

Stock-based compensation expense for all share-based payments in exchange for employee services (including stock options and restricted
stock) is measured at fair value on the date of grant, estimated using an option pricing model and is recognized in the financial statements, net of estimated forfeitures over the awards requisite
service period.

Compensation
expenses for stock-based awards are measured and recognized in the financial statements, net of estimated forfeitures over the awards requisite service period. The Company
uses the Black-Scholes option pricing model and a single option award approach to estimate the fair value of options granted. Estimated forfeitures will be revised in future periods if actual
forfeitures differ from the estimates and will impact compensation cost in the period in which the change in estimate occurs. The determination of fair value using the Black-Scholes option-pricing
model is affected by the Company's stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest
rate, expected dividends and projected employee stock option exercise behaviors. Equity-based compensation is classified within the same line items as cash compensation paid to employees. Cash
retained as a result of excess tax benefits relating to share-based payments are presented in the statement of cash flows as a financing cash inflow.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Equity-Based Compensation Plans (Continued)

Fair
value for options granted during the year ended September 30, 2010 and 2009 was estimated with the following weighted average assumptions:

2010

2009Weighted average fair value of option grants

$
1.70

$
1.32Weighted average market price of the Company's common stock on the date of grant

$
4.46

$
3.50Weighted average expected life of the options


3.16 years


3.17 yearsRisk-free interest rate


1.39
%

1.51
%Weighted average expected volatility


54.51
%

50.31
%Dividend yield


0.00
%

0.00
%


Expected
TermThe expected term of options granted represents the period of time that they are expected to be outstanding. The Company has adopted the "simplified method" of
determining the expected term for "plain vanilla" options, as allowed under the Securities and Exchange Commission Staff's shortcut approach. The "simplified method" states that the expected term is
equal to the sum of the vesting term plus the contract term, divided by two. "Plain vanilla" options are defined as those granted at-the-money, having service time vesting as a
condition to exercise, providing that non-vested options are forfeited upon termination and that there is a limited time to exercise the vested options after termination of service,
usually 90 days, and providing the options are non-transferable and non-hedgeable.

Risk-Free
Interest RateThe Company bases the risk-free interest rate on the implied yield in effect at the time of option grant on U.S. Treasury
zero-coupon issues with equivalent remaining terms.

Expected
VolatilityThe Company estimates the volatility of the common stock at the date of grant based on the average of the historical volatilities of a group of peer
companies. Since the Company's shares did not become publicly traded until May 2005 and trading volume has been limited, Management believes there is currently not sufficient historical volatility
data available to predict the stock's future volatility. The Company has identified a group of comparable companies to calculate historical volatility from publicly available data for sequential
periods approximately equal to the expected terms of the option grants. In selecting comparable companies, Management considered several factors including industry, stage of development, size and
market capitalization.

Expected
Dividend YieldsThe Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future.

ForfeituresShare-based
compensation is recognized only for those awards that are ultimately expected to vest. Compensation expense is recorded net of estimated forfeitures.
Those estimates are revised in subsequent periods if actual forfeitures differ from those estimates. The Company used data since May 2005 to estimate pre-vesting option forfeitures.

During
the year ended September 30, 2010, an aggregate of 430,000 options were issued under the 2008 Plan, of which 220,000 were granted to Samuel S. Lee in connection with his
employment as the Chief Executive Officer of the Company and 200,000 were granted to Mike Heather in connection with his employment as Chief Financial Officer of the Company. As of
September 30, 2010, all of the options granted to the Chief Executive Officer had vested and two-thirds of the options granted to the Chief Financial Officer had vested.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Equity-Based Compensation Plans (Continued)

Stock-based compensation expense recognized in fiscal 2010 and 2009 relating to stock options under the fair value method was approximately $1,174,000 and $853,000, respectively. During
the years ended September 30, 2010 and 2009, options were exercised for cash proceeds of approximately $1,513,000 and $102,000, respectively. The aggregate intrinsic value of the gross option
shares exercised in fiscal 2010 and 2009 was approximately $2,053,000 and $80,000, respectively. Income tax benefits recorded for options exercised were approximately $416,000 and zero for the year
ended September 30, 2010 and 2009, respectively.

As
of September 30, 2010, the Company has warrants outstanding to purchase 396,137 shares of the Company's common stock at $5.50 per share, all of which are exercisable.

Restricted Stock Award Activities

On August 15, 2008, the Company granted 200,000 shares of restricted stock to its Chief Financial Officer with a grant date fair
value of $2.40 per share. As of September 30, 2010, all such shares had fully vested. On December 18, 2009, the Company granted an aggregate of 210,000 shares of restricted stock to its
Chief Executive Officer and Chief Financial Officer. As of September 30, 2010, all of the shares granted to the Chief Executive Officer had vested and two-thirds of the shares
granted to the Chief Financial Officer had vested. Compensation expense relating to restricted stock recorded in the year ended September 30, 2010 and 2009 was approximately $826,000 and
$136,000, respectively.

On
November 12, 2009, the Company granted an aggregate of 36,000 shares of restricted shares to the outside members of the Board of Directors. The expense relating to these
shares, which vested immediately, totaling approximately $144,000 was included in general and administrative expenses in the accompanying consolidated financial statements during the year ended
September 30, 2010.

As
further discussed under Note 4, all outstanding options to purchase shares of the Company's common stock were canceled at the effective time of the merger. In consideration of
such cancellation, the holder of substantially all canceled options became entitled to receive an amount in cash calculated based on the excess of the $8.50 per share merger consideration over the
exercise per share of such option less any applicable withholding taxes. At the effective time of the merger, restrictions on each share of restricted stock lapsed, and all such shares of restricted
stock were treated in the same manner in the merger as other outstanding shares of the Company's common stock, subject to any applicable withholding taxes.

11. Commitments and Contingencies

Leases

The Company leases various office facilities and equipment from third parties under non-cancelable operating and capital
lease arrangements expiring at various dates through 2015. Certain operating leases contain rent escalation clauses and renewal options, which have been factored into determining rent expense on a
straight-line basis over the lease terms. Capital leases bear interest at rates ranging from 5% to 15% per annum.

F-49

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Commitments and Contingencies (Continued)

The
future minimum annual lease payments (net of anticipated sublease income) required under leases in effect at September 30, 2010 are as follows (in thousands):

Years ending September 30,

Capital
Leases

Operating
Leases2011

$
727

$
2,1682012


246


1,8092013


176


1,7252014


153


1,1132015 and thereafter


33


376Total minimum lease payments


1,335


7,191Less amounts representing interest


(117
)1,218Less current portion


(674
)544


Consolidated
rent expense for fiscal 2010 and 2009 was approximately $4,320,000 and $3,765,000, respectively. Sublease rental income of approximately $11,000 and $73,000, for fiscal 2010
and 2009, respectively, was recorded as a reduction to rental expense.

Regulatory and Other Matters

Laws and regulations governing the Medicare and Medi-Cal programs and health care generally are complex and subject to
interpretation. Prospect and its affiliates believe that they are in compliance with all applicable laws and regulations and are not aware of any pending or threatened investigations involving
allegations of potential wrongdoing. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well
as significant regulatory action, including fines, penalties, and exclusion from the Medicare and Medicaid programs.

The
Company's affiliated physician organizations must comply with a minimum working capital requirement, Tangible Net Equity ("TNE") requirement, cash-to-claims
ratio and claims payment requirements prescribed by the California Department of Managed Health Care. TNE is defined as net assets, less intangibles and amounts due from affiliates, plus subordinated
obligations. At September 30, 2010, the Company and the affiliated physician organizations were in compliance with these regulatory requirements.

Alta
and Brotman are required to comply with the Hospital Seismic Safety Act ("SB1953"), which regulates the seismic performance of all aspects of hospital facilities in California.
SB1953 imposes near-term and long-term compliance deadlines for seismic safety assessment, submission of corrective plans, and the retrofitting or replacement of medical
facilities to comply with current seismic standards. These requirements can result in significant operational changes and capital outlays. Management is continuing to assess its options and the
methods of financing the required retrofits. Based on management's evaluation, the renovation needs to comply with the California seismic safety standards for its acute-care facilities,
including asbestos abatement, are not estimable at this time.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Commitments and Contingencies (Continued)

The
State of California has enacted Assembly Bill 1383 ("AB1383") effective January 1, 2010, to provide one-time supplemental payments to certain medical facilities
such as the hospitals owned and operated by the Company's subsidiaries that serve a disproportionate share of indigent and low-income patients. AB 1383 requires participating hospitals to
pay fee assessments into a pool of funds to which the federal government contributes matching funds. These funds, including the federal matching funds, are then distributed to qualifying hospitals
based on a prescribed formula relating to Medicaid services performed over the period April 1, 2009 through December 31, 2010. Based on a formula for determining the fees assessed on
participating hospitals and the separate formula for determining the supplemental payments to qualifying hospitals, some participating hospitals will be "net" payors under the program and others will
be "net" beneficiaries under the program. Prior to September 30, 2010, the Company did not recognize any fees or payments under AB 1383 in its consolidated financial statements, since there was
no assurance that CMS would approve this program or when or how the program would be implemented. Subsequent to September 30, 2010, all necessary approvals were approved in order to implement
the AB1383 program, and the Company began making certain payments and receiving certain reimbursements under the program. The AB 1383 program is scheduled to expire on December 31, 2010 (see
Note 18).

Many
of the Company's payer and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services. Such
differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable
and can be estimated. Any adjustments to reserves are reflected in current operations.

Collective Bargaining Agreements

The collective bargaining agreement entered into between Hollywood Community Hospital, which is one of the hospitals under the
consolidated group of Alta Hospitals System, LLC, and Service Employees International Union, United Healthcare Workers-West ("SEIU"), covers a small group of Hollywood Community
Hospital's employees and will expire on May 9, 2011. The collective bargaining agreements entered into between Brotman and the California Nurses Association ("CNA") and Brotman and the SEIU
both expired on February 28, 2010. After months of good faith negotiations, Brotman recently entered into two new tentative collective bargaining agreements with the SEIU and CNA. The Company
does not anticipate that any changes arising from any new agreements will have a material adverse effect on the results of its Hospital Services operations.

Insurance

The Company believes that the lines and amounts of insurance coverage that it, its subsidiaries, and its affiliated physician
organizations maintain, and that it requires its contracted physician providers to maintain, are customary in its industry and adequate for the risks insured. The Company cannot assure, however, that
it will not become subject to claims not covered or that exceed its insurance coverage amounts.

Total
actuarially determined incurred but not reported claims and case reserves for estimated malpractice liabilities at September 30, 2010 were $1,579,000. These estimates may
change in the future, and such changes may be material.

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PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Commitments and Contingencies (Continued)

Total
actuarially determined incurred but not reported claims and case reserves for estimated workers' compensation liabilities at September 30, 2010 were $2,769,000 and included
in accounts payable and other accrued liabilities in the consolidated balance sheet. These estimates are included in other accrued liabilities and may change in the future, and such changes may be
material.

Total
actuarially determined incurred but not reported claims and case reserves for estimated medical services liabilities under the fixed capitation arrangement at September 30,
2010 were $14,852,000. These estimates may change in the future, and such changes may be material.

Total
incurred but not reported claims for estimated hospital services under the Capitation Arrangements (see Note 7) at Alta and Brotman at September 30, 2010 were
approximately $3,007,000. These estimates, which are included under Accrued medical claims and other healthcare costs payable in the consolidated balance sheets at September 30, 2010, may
change in the future, and such changes may be material.

Employee Health Plans

Brotman offers self-insured HMO and PPO plans to employees. Employee health benefits are administered by a local claims
processor, based on plan coverage and eligibility guidelines determined by Brotman, as well as Brotman's collective bargaining agreements. A commercial insurance policy covers losses in excess of
$200,000 per occurrence. An actuarially estimated liability of approximately $448,000 and $600,000 for incurred but not reported claims has been included in accrued salaries and benefits as of
September 30, 2010 and 2009, respectively.

Litigation

The Company is also subject to a variety of claims and suits that arise from time to time in the ordinary course of its business,
acquisitions, or other transactions. While Management currently believes that resolving all of these matters, individually or in the aggregate, will not have a material adverse impact on the Company's
consolidated financial position or results of operations, the litigation and other claims that the Company faces are subject to inherent uncertainties and Management's view of these matters may change
in the future. Should an unfavorable final outcome occur, there exists the possibility of a materially adverse impact on the Company's consolidated financial position, results of operations and cash
flows for the period in which the effect becomes probable and reasonably estimable.

12. Defined Contribution Plan

Each of the Company's entitiesAlta, Brotman, Prospect and ProMedsponsor a defined contribution plan covering substantially all employees who
meet certain eligibility requirements. Under these plans, employees can contribute up to 100% of their compensation up to the IRS deferred annual maximum. There is currently no company match under the
Alta, Brotman, Prospect and ProMed plans. The Company is currently evaluating alternatives for combining one or more of these plans in fiscal 2010. Total expenses under the plans were approximately
$120,000 in 2010 and $210,000 in 2009, respectively.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Accrued Medical Claims and Other Healthcare Costs Payable

The following table presents the roll-forward of incurred but not reported, or IBNR, claims reserves as of and for each of the fiscal years ended September 30, 2010
and 2009 (in thousands):

September 302010

2009IBNR as of beginning of year

$
16,824

$
20,480Medical group claim expenses incurred during the year:Related to current year


80,945


72,424Related to prior year


(2,667
)

(1,130
)Total incurred


78,278


71,294Medical group claims paid during the year:Related to current year


(63,373
)

(56,100
)Related to prior year


(13,870
)

(18,850
)Total paid


(77,243
)

(74,950
)IBNR as of end of year

$
17,859

$
16,824


Following
is a reconciliation of medical group cost of revenues per the consolidated statements of operations to healthcare claims expense reflected in the preceding table (in
thousands):

Year Ended
September 302010

2009Capitation expense

$
74,005

$
77,640Fee-for-service claims expense


72,239


71,294Other physician compensation


2,876


3,159Other cost of revenues


383


(1,037
)Total cost of revenues

$
149,503

$
151,056


14. Joint Venture

The Company and an unrelated third party, AMVI/IMC Health Network, Inc. ("AMVI") formed a joint venture to initially service Medi-Cal (Medi-Cal is the
California Medicaid program) members under the CalOptima program in Orange County, California. Healthy Families and OneCare members were subsequently added to the joint venture arrangement. The
Company does not consolidate the joint venture. The Company includes in its consolidated financial statements only the net results attributable to those enrollees specifically identified as assigned
to it, together with the management fee that it charges the joint venture partner for managing those enrollees specifically assigned to AMVI. Costs incurred by the Company in managing the joint
venture are included in general and administrative expenses in the accompanying consolidated financial statements. As of September 30, 2010 and 2009, the amounts due from (to) joint venture of
approximately $418,000 and $(175,000), respectively, which represent advance capital distributions from the joint venture, were included in accounts payable and other accrued liabilities in the
accompanying consolidated financial statements.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. Joint Venture (Continued)

Summarized
unaudited financial information for the unconsolidated joint venture as of and for each of the years ended September 30, 2010 and 2009 is as follows (in thousands):

September 30,2010

2009Cash

$
1,539

$
1,574Receivables


471


609Total assets

$
2,010

$
2,183Accrued medical claims

$
766

$
805Other payables


7


73Other partner's capital


1,236


1,304Prospect's capital


1


1Total liabilities and partners' capital

$
2,010

$
2,183Revenues

$
10,169

$
8,111Income before income taxes

$
2,043

$
1,759Prospect's equity income

$
2,503

$
2,122Management fees earned by Prospect

$
669

$
517


15. Segment Information

The Company's operations are organized into three reporting segments: (i) Hospital Serviceswhich is comprised of the Alta and Brotman reporting units, owns and
operates five hospitalsLos Angeles Community Hospital, Hollywood Community Hospital, Norwalk Community Hospital, Van Nuys Community Hospital and Brotman Medical Center;
(ii) Medical Groupwhich is comprised of the Prospect and ProMed reporting units, provides management services to affiliated physician organizations that operate as independent
physician associations; and (iii) Corporate, which represents expenses incurred in Prospect Medical Holdings, Inc. (the "Parent Entity"), that were not allocated to the other reporting
segments.

The
accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates financial
performance and allocates resources primarily based on earnings from continuing operations before interest expense, interest income, income taxes, depreciation and amortization, as well as income or
loss from operations before income taxes, excluding infrequent or unusual items.

The
reporting segments are strategic business units that offer different services within the healthcare industry. Business in each reporting segment is conducted by one or more direct or
indirect wholly-owned subsidiaries of the Company and certain affiliated physician organizations controlled through assignable option agreements and management services agreements.

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Segment Information (Continued)

The
following table summarizes certain information for each of the reporting segments regularly provided to and reviewed by the chief operating decision maker (in thousands):

As of and for the Fiscal Year Ended September 30, 2010Hospital
Services

Medical Group(2)

Corporate(1)

Intersegment
Eliminations

ConsolidatedRevenues from external customers

$
279,079

$
190,117

$


$


$
469,196Intersegment revenues


242


692





(934
)

Total revenues


279,321


190,809





(934
)

469,196Depreciation and amortization


4,929


3,292


14





8,235Operating income (loss)


46,540


13,931


(13,611
)

(10
)

46,850Interest expense and amortization of deferred financing costs, net


4,897


475


22,724





28,096Income (loss) before income taxes


41,633


13,456


(36,335
)




18,754Provision for income tax (benefit)








10,338





10,338Net income (loss)

$
41,633

$
13,456

$
(46,673
)
$


$
8,416Identifiable segment assets (liabilities)

$
215,003

$
111,938

$
59,576

$


$
386,517Segment capital expenditures, net of dispositions

$
2,548

$
169

$
13

$


$
2,730Segment goodwill

$
130,912

$
22,338

$


$


$
153,250


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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Segment Information (Continued)



As of and for the Fiscal Year Ended September 30, 2009Hospital
Services

Medical Group
Management(2)

Corporate(1)

Intersegment
Eliminations

ConsolidatedRevenues from external customers

$
205,504

$
196,782

$


$
(52
)
$
402,234Intersegment revenues














Total revenues


205,504


196,782





(52
)

402,234Depreciation and amortization


4,301


3,515


13





7,829Operating income (loss)


36,700


15,808


(12,228
)




40,280Interest expense and amortization of deferred financing costs, net


2,264


(135
)

26,835





28,964Loss on interest rate swap arrangements








5,299





5,299Prepayment penalties on debt refinance








2,588





2,588Loss on termination of interest rate swap arrangements








6,861





6,861Income (loss) before income taxes


34,436


15,943


(53,811
)




(3,432
)Income tax provision (benefit)








(1,019
)




(1,019
)Net income (loss)

$
34,436

$
15,943

$
(52,792
)
$


$
(2,413
)Identifiable segment assets

$
268,744

$
94,708

$
11,694

$


$
375,146Segment capital expenditures, net of dispositions

$
1,387

$
165

$
6

$


$
1,558Segment goodwill

$
130,912

$
22,338

$


$


$
153,250


(1)Prospect
files consolidated tax returns, with the exception of Brotman (for Federal purposes only) and have reflected the entire tax provision to the
corporate segment (Brotman provision is immaterial), prospects allocates costs for shared services and corporate overhead to each of the reporting segments. With the exception of the Brotman
Acquisition, all acquisition-related debt, including those related to the Medical Group and Hospital Services segment, is recorded at the Parent entity level. As such, the Company does not allocate
interest expense, and gain or loss on interest rate swaps to the operating segments.(2)Prospect
Medical Group, Inc. (which serves as a holding company for the other affiliated physician organizations) files consolidated tax returns.(3)The
information above reflects the Hospital Services segment results for the periods since Brotman's acquisition, which during the fiscal year ended
September 30, 2009, represent 169 days of Brotman operations.


16. Fair Value of Financial Instruments

The Company adopted the revised accounting guidance for fair value measurements and disclosure of its financial assets and liabilities and its non-financial assets and
liabilities on October 1, 2008 and October 1, 2009, respectively. The guidance defines fair value, establishes guidelines for measuring fair value and expands disclosure regarding fair
value measurements. It does not create or modify any current GAAP requirements to apply fair value accounting. However, it provides a single definition for

F-56

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Fair Value of Financial Instruments (Continued)

fair
value that is to be applied consistently for all prior accounting pronouncements. The adoption of this guidance did not have a material impact on the Company's financial position or results of
operations. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The three levels of the fair value hierarchy are described below:



Financial Items Measured at Fair Value on a Recurring Basis

The following table sets forth the Company's financial assets and liabilities measured at fair value on a recurring basis and where
they are classified within the hierarchy (in thousands):

Total

Level 1

Level 2

Level 3As of September 30, 2010Money market mutual funds and bonds

$
766

$
766

$


$
As of September 30, 2009Money market mutual funds

$
786

$
786

$


$



The
Company's investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

Nonfinancial Items Measured at Fair Value on a Nonrecurring Basis

Nonfinancial assets such as goodwill and identifiable intangible assets are measured at fair value when there is an indicator of
impairment and recorded at fair value only when impairment is recognized. No impairment charges related to goodwill and intangible assets were recorded for the yea ended September 30, 2010. See
Note 5 for additional information regarding goodwill and intangible assets relating to the Brotman acquisition. The remaining goodwill and intangible assets related to the prior acquisitions of
Alta and ProMed. Management of the Company
evaluates their intangibles and goodwill quarterly for "triggering events" that may be indicators of impairment. The Company performs an annual impairment test on the goodwill and intangibles. The
impairment test at September 30, 2010 resulted in no impairment charges.

The
Company adopted the accounting guidance for disclosure regarding fair value of financial instruments. This adoption requires that the fair value of financial instruments be disclosed
in the body or notes of an entity's financial statements in both interim and annual periods. The adoption also requires the disclosure of methods and assumptions used to estimate fair values. It does
not require comparative disclosures for periods preceding adoption. The fair values of the Company's current financial assets and liabilities approximate their reported carrying amounts. The carrying
values and the

F-57

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Fair Value of Financial Instruments (Continued)

fair
values of non-current financial assets and liabilities that qualify as financial instruments under the guidance are as follows (in thousands).

As of September 30, 2010

As of September 30, 2009Carrying
Amount

Fair
Value

Carrying
Amount

Fair
ValueAssets:Long-term notes receivable (included in Other Assets)

$
300

$
273

$
357

$
341Liabilities:Long-term debt

$
157,552

$
183,003

$
172,539

$
186,418


Included
in other assets were long-term notes receivable, which amount was received as part of the consideration for the sale of three medical clinics in
April 2004, the fair value of such notes receivable was estimated based on expected future payments discounted at risk-adjusted rates. The fair value of the Company's long-term
debt was determined based on quoted market prices with respect to Prospect's Notes and based on expected future payments discounted at risk-adjusted rates of 10% with respect to Brotman's
debt.

17. Consolidating financial statements of Prospect Medical Holding, Inc. and subsidiaries as of and for the twelve months ended September 30, 2010

As discussed in Note 9, on July 29, 2009, the Company closed the offering of $160,000,000 in 12.75% senior secured notes due 2014 (the "Notes") and entered into a three
year $15,000,000 revolving credit facility. The Notes and the revolving senior credit facility are jointly and severally guaranteed on a senior secured basis by all of the Company's restricted
subsidiaries (the "Guarantors"), other than Brotman, Nuestra and certain immaterial subsidiaries. The Notes are securedpari passuwith the revolving
credit facility on a first priority basis by liens on substantially all of the Company's assets and assets of the subsidiary guarantors (other than accounts receivable and proceeds therefrom)
including all mortgages on the Company and its subsidiary guarantors' hospital properties (but excluding a pledge of, or mortgage on, the stock, properties or other assets of Brotman, AMVI/Prospect
Health Network and certain immaterial subsidiaries). The lenders under the revolving credit facility have a first priority lien on certain of the accounts receivable of the Company and the subsidiary
guarantors, while the holders of the Notes have a second priority lien on such collateral.

The
Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company's ability to make required payments with respect to
its indebtedness (including the Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries.

Pursuant
to Rule 3-10 of Regulation S-X, the following summarized consolidating information is provided for the Company (the "Parent"), the
Guarantor and the non-Guarantor subsidiaries with respect to the Notes as of and for the fiscal years ended September 30, 2010 and 2009. This summarized financial information has
been prepared from the books and records maintained by the Company, the Guarantors and the non-Guarantor subsidiaries. The summarized financial information may not necessarily be
indicative of the results of operations or financial position had the Guarantors or non-Guarantor subsidiaries operated as independent entities. In addition, intercompany activities
between subsidiaries and the Parent are presented within operating activities on the consolidating statement of cash flows.

F-58

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Consolidating financial statements of Prospect Medical Holding, Inc. and subsidiaries as of and for the twelve months ended September 30, 2010 (Continued)

Consolidating financial statements for the Company and its subsidiaries, including the Parent only, the combined Guarantor Subsidiaries and the combined Non-Guarantor
Subsidiaries are as follows:

PROSPECT MEDICAL HOLDINGS, INC.        CONSOLIDATING BALANCE SHEETS  As of September 30, 2010(in thousands)

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor
Subsidiaries

Elimination

ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
(575
)
$
50,805

$
499

$


$
50,729Restricted cash








3,122





3,122Investments, primarily restricted certificates of deposit





634








634Patient accounts receivable, net of allowance for doubtful accounts





21,229


21,448





42,677Due from government payers





3,740


578





4,318Other receivables


(4
)

2,152








2,148Refundable income taxes, net


427


355








782Deferred income taxes, net


5,325


2,346








7,671Inventories





1,565


2,299





3,864Prepaid expenses and other current assets


123


2,443


2,423





4,990Intercompany accounts


48,486


(69,481
)

20,913


82


Total current assets


53,782


15,788


51,282


82


120,935Property, improvements and equipment, net


19


54,823


8,264





63,104Deferred financing costs, net


5,769





585





6,354Goodwill





153,250








153,250Intangible assets, net





42,159








42,159Other assets


6


4,612





(3,902
)

715Total assets

$
59,576

$
270,632

$
60,131

$
(3,820
)
$
386,517LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilities:Accrued medical claims and other healthcare costs payable

$


$
17,516

$
343

$


$
17,859Accounts payable and other accrued liabilities


7,597


9,998


15,610





33,206Accrued salaries, wages and benefits


4,025


9,254


5,836





19,114Due to government payers








13,834





13,834Income taxes payable, net


(1,680
)

1,737


(57
)




Current portion of capital leases





253


421





674Current portion of long-term debt


149,802





21,098





170,900Other current liabilities


24


1,097








1,121Total current liabilities


159,768


39,855


57,085





256,708Long-term debt, net of current maturities








11,652


(3,902
)

7,750Deferred income taxes, net


4,963


26,754








31,717Malpractice reserves





611


968





1,579Capital leases, net of current portion





528


16





544Other long-term liabilities


39


112








149Total liabilities


164,770


67,860


69,721


(3,902
)

298,447Commitments, contingencies and Subsequent EventsShareholders' equity (deficit):Common stock


214


(73
)

(114
)

187


214Additional paid-in capital


97,419


256








97,675Accumulated deficit


(202,828
)

202,587


(9,475
)

1,784


(7,931
)Total shareholders' equity (deficit)


(105,195
)

202,770


(9,589
)

1,971


89,958Noncontrolling interest











(1,888
)

(1,888
)Total Prospect Medical Holdings, Inc.'s shareholders' equity (deficit)


(105,195
)

202,770


(9,589
)

82


88,070Total liabilities and shareholders' equity

$
59,575

$
270,630

$
60,133

$
(3,820
)
$
386,517


F-59

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Consolidating financial statements of Prospect Medical Holding, Inc. and subsidiaries as of and for the twelve months ended September 30, 2010 (Continued)

PROSPECT MEDICAL HOLDINGS, INC.        CONSOLIDATING BALANCE SHEETS  As of September 30, 2009  (in thousands)

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor
Subsidiaries

Elimination

ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
(514
)
$
36,995

$
1,287

$


$
37,768Restricted cash








1,395





1,395Investments, primarily restricted certificates of deposit





665








665Patient accounts receivable, net of allowance for doubtful accounts





19,543


17,263





36,806Due from government payers





5,642


785





6,427Other receivables


8


1,703








1,711Refundable income taxes, net


1,545


13








1,558Deferred income taxes, net


4,323


2,321








6,644Inventories





1,477


2,660





4,137Prepaid expenses and other current assets


72


2,491


2,817





5,380Intercompany accounts


90,190


(119,113
)

28,841


82


Total current assets


95,624


(48,263
)

55,048


82


102,491Property, improvements and equipment, net


19


54,725


8,980





63,724Deferred financing costs, net


6,878





1,327





8,205Goodwill





153,250








153,250Intangible assets, net





46,425








46,425Other assets


6


715


330





1,051Total Assets

$
102,527

$
206,852

$
65,685

$
82

$
375,146LIABILITIES & SHAREHOLDERS' EQUITYCurrent liabilities:Accrued medical claims and other healthcare costs payable

$


$
16,613

$
211

$


$
16,824Accounts payable and other accrued liabilities


7,102


10,548


14,123





31,773Accrued salaries, wages and benefits


4,151


11,543


9,209





24,903Due to government payers








13,834





13,834Income taxes payable, net


(1,029
)

1,086


(57
)




Current portion of capital leases





383


437





820Current portion of long-term debt








3,805





3,805Other current liabilities


13


616








629Total current liabilities


10,237


40,789


41,562





92,588Long-term debt, net of current maturities


148,020





24,519





172,539Deferred income taxes, net


8,912


21,063








29,975Malpractice reserves





914


1,910





2,824Capital leases, net of current portion





299


270





569Other long-term liabilities


78


84








162Total liabilities


167,247


63,149


68,261





298,657Commitments, Contingencies and Subsequent EventsShareholders' equity (deficit):Common stock


206


(53
)

(114
)

167


206Additional paid-in-capital


94,242


256








94,498Accumulated deficit


(159,168
)

143,500


(2,462
)

(173
)

(18,303
)Total shareholders' equity (deficit)


(64,720
)

143,703


(2,576
)

(6
)

76,401Noncontrolling interest











88


88Total Prospect Medical Holdings, Inc.'s shareholders' equity (deficit)


(64,720
)

143,703


(2,576
)

82


76,489Total liabilities and shareholders' equity

$
102,527

$
206,852

$
65,685

$
82

$
375,146


F-60

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Consolidating financial statements of Prospect Medical Holding, Inc. and subsidiaries as of and for the twelve months ended September 30, 2010 (Continued)

PROSPECT MEDICAL HOLDINGS, INC.        CONSOLIDATING STATEMENTS OF OPERATIONS  For the Fiscal Year Ended September 30, 2010(in thousands)

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor
Subsidiaries

Elimination

ConsolidatedRevenues:Net Hospital Services revenues

$


$
163,185

$
122,937

$
(7,043
)
$
279,079Medical Group revenues





187,832


2,977


(691
)

190,117Total revenues





351,017


125,914


(7,734
)

469,196Operating expenses:Hospital operating expenses





98,726


109,114


(933
)

206,906Medical Group cost of revenues





147,372


2,131





149,503General and administrative


13,597


37,943


15,466


(6,801
)

60,206Depreciation and amortization


14


7,264


957





8,235Total operating expenses


13,611


291,305


127,668


(7,734
)

424,850Operating income from unconsolidated joint venture





2,504








2,504Operating (loss) income


(13,611
)

62,216


(1,754
)




46,850Other (income) expense:Interest expense and amortization of deferred financing cost, net


22,724


110


5,261





28,096Total other expense, net


22,724


110


5,261





28,096Income (loss) before income taxes


(36,335
)

62,106


(7,015
)




18,754Income taxes provision (benefit)


7,323


3,015








10,338Net income (loss)


(43,658
)

59,091


(7,015
)




8,416Loss attributable to noncontrolling interest











(1,957
)

(1,956
)Net income (loss) attributable to Prospect Medical Holdings, Inc.

$
(43,658
)
$
59,091

$
(7,015
)
$
1,957

$
10,372


F-61

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Consolidating financial statements of Prospect Medical Holding, Inc. and subsidiaries as of and for the twelve months ended September 30, 2010 (Continued)

PROSPECT MEDICAL HOLDINGS, INC.        CONSOLIDATING STATEMENTS OF OPERATIONS  For the Fiscal Year Ended September 30, 2009(in thousands)

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor
Subsidiaries

Elimination

ConsolidatedRevenues:Net Hospital Services revenues

$


$
145,829

$
60,225

$
(550
)
$
205,504Medical Group revenues





193,955


2,825


(50
)

196,730Total revenues





339,784


63,050


(600
)

402,234Operating expenses:Hospital operating expenses





90,843


55,506





146,349Medical Group cost of revenues





149,092


1,964





151,056General and administrative


12,215


41,443


5,708


(600
)

58,766Depreciation and amortization


13


7,382


434





7,829Total operating expenses


12,228


288,760


63,612


(600
)

364,000Operating income from unconsolidated joint venture





2,046








2,046Operating (loss) income


(12,228
)

53,070


(562
)




40,280Other (income) expense:Interest expense and amortization of deferred financing cost, net


26,835


7


2,122





28,964Loss on interest rate swap arrangements


5,299











5,299Prepayment penalties on debt refinance


2,588











2,588Loss on termination of interest rate swap arrangements


6,861











6,861Total other expense, net


41,583


7


2,122





43,712Income (loss) from before income taxes


(53,811
)

53,063


(2,684
)




(3,432
)Provision (benefit) for income taxes


(4,184
)

3,165








(1,019
)Net income (loss)


(49,627
)

49,898


(2,684
)




(2,413
)Income attributable to noncontrolling interest











7


7Net income (loss) attributable to Prospect Medical Holdings, Inc.

$
(49,627
)
$
49,898

$
(2,684
)
$
(7
)
$
(2,420
)


F-62

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Consolidating financial statements of Prospect Medical Holding, Inc. and subsidiaries as of and for the twelve months ended September 30, 2010 (Continued)

PROSPECT MEDICAL HOLDINGS, INC.        CONSOLIDATING STATEMENTS OF CASH FLOWS  For the Fiscal Year Ended September 30, 2010(in thousands)

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor
Subsidiaries

Elimination

ConsolidatedOperating activitiesNet income (loss)

$
(43,658
)
$
59,091

$
(7,015
)
$


$
8,416Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization


14


7,264


957





8,235Amortization of deferred financing costs, net


1,148





742





1,890Amortization of original issue discount


1,783





162





1,945Provision for bad debts





9,753


20,215





29,968Deferred income taxes, net


(4,950
)

5,666








716Stock-based compensation


2,144











2,144Excess tax benefits from options exercised


214











214Gain on sale of assets





(7
)







(7
)Intercompany accounts


41,705


(49,631
)

7,927





Change in assets and liabilities:Patient, other receivables and due to/from government payors


11


(9,983
)

(24,194
)




(34,166
)Prepaid expenses and other


(51
)

48


395





392Inventories





(88
)

362





274Refundable income taxes, net


1,118


(342
)







776Income taxes payable, net


(651
)

651








Deposits and other assets





(52
)

330





278Accrued medical claims and other healthcare costs payable





902


133





1,035Accounts payable and other accrued liabilities


336


(2,637
)

(2,827
)




(5,125
)Net cash provided by (used in) operating activities


(837
)

20,635


(2,813
)




16,985Investing activitiesPurchases of property, improvements and equipment


(13
)

(2,519
)

(198
)




(2,730
)Collections on notes receivable





(3,847
)




3,902


55Increase in restricted certificates of deposit





31








31Other investing activities





(20
)







(20
)Net cash used in investing activities


(13
)

(6,355
)

(198
)

3,902


(2,664
)Financing activitiesBorrowings on Brotman line of credit








1,392





1,392Repayments on Brotman line of credit








3,902


(3,902
)

Repayments on Brotman Creditors Trust Note








(1,031
)




(1,031
)Repayments on capital leases





(470
)

(312
)




(782
)Change in restricted cash








(1,727
)




(1,727
)Proceeds from exercises of stock options and warrants


827











827Cash paid for deferred financing costs, net


(39
)










(39
)Net cash (used in) provided by financing activities


788


(470
)

2,224


(3,902
)

(1,360
)Increase (decrease) in cash and cash equivalents


(62
)

13,811


(788
)




12,961Cash and cash equivalents at beginning of period


(513
)

36,995


1,287





37,768Cash and cash equivalents at end of period

$
(575
)
$
50,805

$
499

$


$
50,729


F-63

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Consolidating financial statements of Prospect Medical Holding, Inc. and subsidiaries as of and for the twelve months ended September 30, 2010 (Continued)

PROSPECT MEDICAL HOLDINGS, INC.        CONSOLIDATING STATEMENTS OF CASH FLOWS  For the Fiscal Year Ended September 30, 2009(in thousands)

Parent
Company

Combined
Guarantor
Subsidiaries

Combined
Non-Guarantor
Subsidiaries

Elimination

ConsolidatedOperating ActivitiesNet (Loss) Income

$
(49,627
)
$
49,898

$
(2,684
)
$


$
(2,413
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization


13


7,381


435





7,829Amortization of deferred financing costs, net


1,189











1,189PIK interest expense


277











277Amortization of original Issue Discount


284











284Loss on interest rate swaps


12,160











12,160Provision for bad debts





8,177


9,712





17,889Loss on sale of assets


34











34Stock-based compensation


989











989Deferred income taxes, net


(4,108
)










(4,108
)Amortization of other comprehensive income


1,179











1,179Intercompany accounts


50,666


(48,641
)

(2,025
)




Changes in assets and liabilities:Patient and other receivables


127


(9,188
)

(3,406
)




(12,467
)Prepaid expenses and other


(97
)

124


(497
)




(470
)Inventories





(17
)

197





180Refundable income taxes, net


1,096











1,096Deposits and other assets





169


(330
)




(161
)Accrued medical claims and other healthcare costs payable





(3,612
)

(44
)




(3,656
)Accounts payable and other accrued liabilities


6,704


393


(3,355
)




3,742Net cash provided by (used in) operating activities


20,886


4,684


(1,997
)




23,573Investing activitiesPurchase of property, improvements and equipment


(7
)

(1,340
)

(211
)




(1,558
)Decrease on note receivable





50








50Cash paid for acquisition, net of cash received


(2,310
)










(2,310
)Decrease in restricted certificates of deposit





(27
)







(27
)Capitalized expense related to acquisitions


(37
)










(37
)Other investing activities





332








332Net cash used in investing activities


(2,354
)

(985
)

(211
)




(3,550
)Financing activitiesBorrowings from long-term debt


147,736











147,736Repayments on note payable


(141,369
)




(468
)




(141,837
)Repayments on former line of credit


(7,100
)










(7,100
)Borrowings on Brotman line of credit, net








3,483





3,483Repayments on Brotman Creditors Trust Note








(595





(595
)Repayments on capital leases





(392
)

(256
)




(648
)Change in restricted cash








1,396





1,396Cash paid for deferred financing costs, net


(7,063
)










(7,063
)Cash paid to terminate interest rate swap arrangements


(11,312
)










(11,312
)Proceeds from exercises of stock options and warrants


102











102Net cash (used in) provided by financing activities


(19,006
)

(392
)

3,560





(15,838
)Increase (decrease) in cash and cash equivalents


(474
)

3,307


1,352





4,185Cash and cash equivalents at beginning of period


(40
)

33,686


(63
)




33,583Cash and cash equivalents at end of period

$
(514
)
$
36,993

$
1,289

$


$
37,768


F-64

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Subsequent Events (unaudited)



On November 4, 2010, Brotman commenced a rights offering (the "Rights Offering") pursuant to which it offered all shareholders
of record as of the close of business on the record date of October 31, 2010 the right to subscribe and purchase all or any portion of their proportionate share of the total 1,288,659 shares of
its common stock offered at a price of $2.91 per share. The offering registration provided for an oversubscription period during which eligible record shareholders who fully subscribed during the
initial offering period are entitled to purchase the remaining unsubscribed shares at the same price of $2.91 per share. The oversubscription period began with a mailing to qualified rights holders on
November 4, 2010 and terminated on November 15, 2010. Following the consummation of the Rights Offering, the Company, having participated in the amount of $3,065,000, increased its
existing ownership stake in Brotman from approximately 72% to approximately 78%.



As discussed in Note 11, the State of California has AB1383 effective January 1, 2010, to provide one-time
supplemental payments to certain medical facilities such as those owned and operated by the Company's subsidiaries that serve a disproportionate share of indigent and low-income patients.
In October 2010, the Company received invoices for total fee assessments of the Alta's hospitals under AB 1383 of approximately $26,200,000 due in four equal installments between
October 8, 2010 and December 13, 2010. The Company paid the initial installment of the fee assessments, and will pay the additional installments as they become due. On October 25,
2010, the Company received the first supplemental payments to Alta under AB 1383 of approximately $9,000,000. The Company expects to receive additional supplemental payments of approximately
$36,000,000 before the end of December 2010. Accordingly, the "net" benefit received by the Alta s under this program would be approximately $18,800,000, on a pre-tax basis, and without
giving effect to the issue relating to Brotman and this program described below.

In
October 2010, Brotman received separate invoices for fee assessments under AB 1383 of approximately $19,000,000, also due in four equal installments between October 8, 2010 and
December 13, 2010. Brotman does not have the current financial resources to pay the assessed fees. Moreover, management of Brotman estimates that Brotman would be a "net" payor under AB 1383,
since the fee assessments on Brotman could exceed by as much as $4,000,000 the supplemental payments that Brotman would expect to receive as part of the program. Accordingly, on October 6,
2010, the Company notified the California Department of Health Care Services (the "DHCS") that Brotman was opting out of the program. As a result, Brotman may not be entitled to receive any
supplemental payments under AB 1383 and will be ineligible to participate in California-funded health care programs other than the Medi-Cal program, the largest of such programs.
Historically, Brotman has not received significant revenues under state-funded healthcare programs other than Medi-Cal.

The
Company believes that Brotman is entitled to opt out of the AB 1383 program and thereby avoid liability for payment of the program fees recently assessed on Brotman or any interest
or penalties that would otherwise apply to the unpaid fees. The Company also believes that Brotman's election to opt out of the AB 1383 program will not impair its eligibility for continued
participation in California's Medi-Cal program. It is possible, however, that California legislation adopted on October 19, 2010 in connection with the resolution of California's
budget may preclude Brotman from opting out of the AB 1383 program. The Company is currently evaluating the effects of the recent

F-65

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Table of Contents

PROSPECT MEDICAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Subsequent Events (unaudited) (Continued)

legislation.
It also is possible that the DHCS may attempt to compel Brotman to participate in the AB 1383 program, which the Company would oppose.



On December 15, 2010, the Company's stockholders adopted the Merger Agreement at a special meeting of stockholders (see
Note 4).

F-66

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Table of Contents



PROSPECT MEDICAL HOLDINGS, INC.        SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS        (in thousands)

Balance at the
beginning of
the year

Acquired
(Divested) in
Business
Combinations

Charges to
operations

Deductions

Balance at the
end of the yearAllowance for Doubtful AccountsYear ended September 30, 2010

$
11,715

$


$
30,730

$
(21,770
)
$
20,675Year ended September 30, 2009

$
3,891

$
18,679

$
17,712

$
(28,567
)
$
11,715Valuation allowance for deferred tax assetsYear ended September 30, 2010

$
23,623

$


$
2,453

$
(5,293
)
$
20,783Year ended September 30, 2009

$
2,154

$
21,469

$


$


$
23,623


F-67

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Table of Contents

EXHIBIT INDEX

2.1

Agreement and Plan of Merger, dated as of August 16, 2010, by and among Prospect Medical Holdings, Inc., Ivy Holdings Inc. and Ivy Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on August 16, 2010).3.1

Second Amended and Restated Certificate of Incorporation of Prospect Medical Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on
December 16, 2010).3.7

Third Amended and Restated Bylaws of Prospect Medical Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 16, 2010).4.1

Indenture, dated July 29, 2009, among the Company, certain of its subsidiaries and affiliates (as subsidiary guarantors) and U.S. Bank National Association (as trustee) (incorporated by reference to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on July 29, 2009).4.2

First Supplemental Indenture, dated December 15, 2010, among the Company, certain of its subsidiaries and affiliates (as subsidiary guarantors) and U.S. Bank National Association (as trustee).*4.3

Form of 123/4% Senior Secured Notes, Series B, due 2014 (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4 filed on September 30,
 2009).10.1

Warrant, dated as of January 15, 2004, to Acquire Common Stock between Prospect Medical Holdings, Inc. and Spencer Trask Venture Investment Partners, LLC (incorporated by reference to Exhibit 10.2
to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.2

Amended and Restated Management Services Agreement, made as of September 15, 1998 and deemed to have been effective as of June 4, 1996, between Prospect Medical Systems, Inc. and Prospect Medical Group,
 Inc. (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.3

Amendment to Management Services Agreement, made as of October 1, 1998, between Prospect Medical Systems, Inc. and Prospect Medical Group, Inc. (incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement on Form 10 filed on May 27, 2004).10.4

Management Agreement, dated as of January 1, 2003, between Pinnacle Health Resources Inc. and StarCare Medical Group, Inc. dba Gateway Medical Group, Inc. (incorporated by reference to
Exhibit 10.8 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.5

Management Agreement, dated as of January 1, 2003, between Pinnacle Health Resources Inc. and APAC Medical Group, Inc. dba Gateway Physicians Medical Associates, Inc. (incorporated by reference to
Exhibit 10.9 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.6

Management Services Agreement, made as of August 1, 1999, between Prospect Medical Systems, Inc. and Nuestra Familia Medical Group (incorporated by reference to Exhibit 10.10 to the Company's
Registration Statement on Form 10 filed on May 27, 2004).10.7

Amendment to Management Services Agreement, made as of January 15, 2009, between Prospect Medical Systems, Inc. and Nuestra Familia Medical Group, Inc. (incorporated by reference to Exhibit 10.3 to
the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).


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Table of Contents

10.8

Management Services Agreement, made as of July 1, 1999, between Prospect Medical Systems, Inc. and AMVI/Prospect Medical Group (incorporated by reference to Exhibit 10.11 to the Company's Registration
Statement on Form 10 filed on May 27, 2004).10.9

Management Services Agreement, dated as of January 1, 2001, between Prospect Medical Systems, Inc. and Prospect Health Source Medical Group, Inc. (incorporated by reference to Exhibit 10.31 to the
Company's Registration Statement on Form 10 filed on May 27, 2004).10.10

Amendment to Management Services Agreement, dated as of November 1, 2002, between Prospect Medical Systems, Inc. and Prospect Health Source Medical Group, Inc. (incorporated by reference to
Exhibit 10.32 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.11

Amendment to Management Services Agreement, made as of January 15, 2009, between Prospect Medical Systems, Inc. and Prospect Health Source Medical Group, Inc. (incorporated by reference to
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).10.12

Management Services Agreement, dated as of October 1, 2003, by and between Prospect Medical Systems, Inc. and Prospect Professional Care Medical Group, Inc. (incorporated by reference to
Exhibit 10.33 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.13

Management Services Agreement, dated as of March 1, 2004, by and between Prospect Medical Systems, Inc. and Prospect NWOC Medical Group, Inc. (incorporated by reference to Exhibit 10.34 to the
Company's Registration Statement on Form 10 filed on May 27, 2004).10.14

Partnership Agreement, dated July 1, 1999, between AMVI/MC Health Network, Inc. and Santa Ana/Tustin Physicians Group (incorporated by reference to Exhibit 10.77 to the Company's Registration Statement
on Form 10 filed on May 27, 2004).10.15

Prospect Medical Holdings, Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit 10.90 to the Company's Registration Statement on Form 10 filed on May 27, 2004).10.16

First Amendment to Prospect Medical Holdings, Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit 10.91 to the Company's Registration Statement on Form 10 filed on May 27,
2004).10.17

Cash Management Agreement among Prospect Medical Systems, Inc., Prospect Medical Holdings, Inc., and Prospect Medical Group, Inc., effective as of June 6, 1996 (incorporated by reference to
Exhibit 10.194 to the Company's Amendment No. 2 to Registration Statement on Form 10 filed on August 27, 2004).10.18

Second Amendment to Prospect Medical Holdings, Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit 10.195 to the Company's Amendment No. 3 to Registration Statement on Form 10 filed
on October 21, 2004).10.19

Amendment to Management Agreement, effective as of February 1, 2004, to that certain Management Agreement made and entered into as of January 1, 2003, entered into by and between Pinnacle Health Resources
and StarCare Medical Group, Inc. dba Gateway Medical Group, Inc. (incorporated by reference to Exhibit 10.198 to the Company's Amendment No. 3 to Registration Statement on Form 10 filed on October 21, 2004).10.20

Amendment to Management Agreement, effective as of February 1, 2004, to that certain Management Agreement made and entered into as of January 1, 2003, entered into by and between Pinnacle Health Resources
and APAC Medical Group, Inc. dba Gateway Physicians Medical Associates, Inc. (incorporated by reference to Exhibit 10.199 to the Company's Amendment No. 3 to Registration Statement on Form 10 filed on October 21,
2004).


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Table of Contents

10.21

Form of stock option agreement used for incentive stock options granted under the Company's 1998 Stock Option Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company's Current Report on
Form 8-K filed on September 20, 2005).10.22

Form of stock option agreement used for non-qualified stock options granted under the Company's 1998 Stock Option Plan, as amended (incorporated by reference to Exhibit 99.2 to the Company's Current Report on
Form 8-K filed on September 20, 2005).10.23

First Lien Credit Agreement, dated as of August 8, 2007, among Prospect Medical Holdings, Inc. and Prospect Medical Group, Inc. as the Borrowers, Bank of America, N.A., as Administrative Agent, Swing
Line Lender, and L/C Issuer, Cratos Capital Management, LLC, as Syndication Agent, certain other Lenders, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager (incorporated by reference to Exhibit 10.31 to
the Company's Annual Report on Form 10-K filed on June 2, 2008).10.24

Second Lien Credit Agreement, dated as of August 8, 2007, among Prospect Medical Holdings, Inc. and Prospect Medical Group, Inc. as the Borrowers, Bank of America, N.A., as Administrative Agent, certain
other Lenders, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K filed on June 2, 2008).10.25

Continuing Guaranty (First Lien), dated as of August 8, 2007, by Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and certain of their Subsidiaries as the Guarantor, in favor of Bank of
America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K filed on June 2, 2008).10.26

Continuing Guaranty (Second Lien), dated as of August 8, 2007, by Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and certain of their Subsidiaries as the Guarantor, in favor of Bank of
America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K filed on June 2, 2008).10.27

Intercreditor Agreement, dated as of August 8, 2007, by Prospect Medical Holdings, Inc. and Prospect Medical Group, Inc. as the Borrowers, certain of their Subsidiaries as Guarantors, and Bank of
America, N.A., as First Lien Collateral Agent, Second Lien Collateral Agent, and Control Agent (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K filed on June 2, 2008).10.28

Executive Employment Agreement, dated August 8, 2007, between Alta Hospitals System, LLC, and Samuel S. Lee (incorporated by reference to Exhibit 99.4 to Samuel S. Lee's Schedule 13D filed on
August 20, 2007).10.29

Amendment to Executive Employment Agreement, effective March 19, 2008, by and among Prospect Medical Holdings, Inc., Alta Hospitals System, LLC and Samuel S. Lee (incorporated by reference to
Exhibit 7 to the Samuel S. Lee's Schedule 13D/A filed on April 22, 2008).10.30

Second Amendment to Executive Employment Agreement, dated as of July 8, 2008, by and among Prospect Medical Holdings, Inc., Alta Hospitals System, LLC and Samuel S. Lee (incorporated by reference to
Exhibit 8 to the Samuel S. Lee's Schedule 13D/A filed on August 15, 2008).10.31

Third Amendment to Executive Employment Agreement, dated as of February 12, 2009, among Prospect Medical Holdings, Inc., Alta Hospitals System, LLC, and Samuel S. Lee (incorporated by reference to
Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).


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Table of Contents

10.32

Amended and Restated Employment Agreement, dated as of May 12, 2009, between Prospect Medical Holdings, Inc. and Samuel S. Lee (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report
on Form 10-Q filed on May 15, 2009).10.33

Employment Agreement, made as of April 8, 2004, but effective on April 19, 2004, between Prospect Medical Holdings, Inc. and Mike Heather (incorporated by reference to Exhibit 10.76 to the
Company's Registration Statement on Form 10 filed on May 27, 2004).10.34

First Amendment to Employment Agreement, dated as of February 12, 2009, between Prospect Medical Holdings, Inc. and Mike Heather (incorporated by reference to Exhibit 10.5 to the Company's Quarterly
Report on Form 10-Q filed on February 17, 2009).10.35

Employment Agreement, effective June 1, 2007, between Jeereddi Prasad, M.D. and ProMed Health Care Administrators (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q filed on February 16, 2010).10.36

Management Services Agreement between Pomona Valley Medical Group, Inc. and ProMed Health Care Administrators, effective October 1, 1998 (incorporated by reference to Exhibit 10.53 to the Company's
Annual Report on Form 10-K filed on June 2, 2008).10.37

Amendment to Management Services Agreement, made as of October 1, 2007, between ProMed Health Care Administrators, Inc. and Pomona Valley Medical Group, Inc. (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).10.38

Management Services Agreement between Upland Medical Group, A Professional Medical Corporation and ProMed Health Care Administrators, effective October 1, 2002 (incorporated by reference to Exhibit 10.54 to
the Company's Annual Report on Form 10-K filed on June 2, 2008).10.39

Amendment to Management Services Agreement, made as of October 1, 2007, between ProMed Health Care Administrators, Inc. and Upland Medical Group, Inc. (incorporated by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q filed on February 17, 2009).10.40

Hospital Inpatient Services Agreement between Alta Los Angeles Hospitals, Inc. and the Department of Health Services, as amended (Certain portions of this Exhibit have been omitted pursuant to an application for
confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934) (incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K filed on June 2,
2008).10.41

Amendments Nos. 18 and 19 to Hospital Inpatient Services Agreement between Alta Los Angeles Hospitals, Inc. and the Department of Health Services (Certain portions of this Exhibit have been omitted subject
to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934) (incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K filed on
December 29, 2008).10.42

Amendments Nos. 20 and 21 to Hospital Inpatient Services Agreement between Alta Los Angeles Hospitals, Inc. and the Department of Health Services (Certain portions of this Exhibit have been omitted subject
to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934) (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K filed on
December 21, 2009).


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Table of Contents

10.43

Hospital Inpatient Services Agreement between Alta Hollywood Hospitals, Inc. and the Department of Health Services, as amended (Certain portions of this Exhibit have been omitted pursuant to an application for
confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934) (incorporated by reference to Exhibit 10.56 to the Company's Annual Report on Form 10-K filed on June 2,
2008).10.44

First Lien Forbearance Agreement, dated as of February 13, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as Administrative Agent, and the
lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on June 16, 2008).10.45

Second Lien Forbearance Agreement, dated as of February 13, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as Administrative Agent, and the
lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on June 16, 2008).10.46

First Amendment to Forbearance Agreement, dated as of March 31, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as Administrative Agent
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on June 16, 2008).10.47

Consent Under Second Lien Forbearance Agreement, dated as of March 31, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on June 16, 2008).10.48

Amended and Restated Forbearance Agreement, dated as of April 10, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as Administrative Agent, and
the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.49

Amended and Restated Second Lien Forbearance Agreement, dated as of April 10, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as Administrative
Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.50

Stock Purchase Agreement, dated as of April 23, 2008, among Prospect Medical Group, Inc., Prospect Medical Holdings, Inc., Greater Midwest, Sierra Medical Group Holding Company, Inc. and Richard
Merkin, M.D. (incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.51

Amendment No. 1, dated July 3, 2008, to Stock Purchase Agreement, dated as of April 23, 2008, among Prospect Medical Group, Inc., Prospect Medical Holdings, Inc., Greater Midwest, Sierra
Medical Group Holding Company, Inc. and Richard Merkin, M.D. (incorporated by reference to Exhibit 10.50 to the Company's Registration Statement on Form S-4 filed on September 30, 2010).10.52

Amendment No. 2, dated August 1, 2008, to Stock Purchase Agreement, dated as of April 23, 2008, among Prospect Medical Group, Inc., Prospect Medical Holdings, Inc., Greater Midwest, Sierra
Medical Group Holding Company, Inc. and Richard Merkin, M.D. (incorporated by reference to Exhibit 10.51 to the Company's Registration Statement on Form S-4 filed on September 30, 2010).10.53

First Amendment to Amended and Restated Forbearance Agreement, dated as of April 30, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).


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Table of Contents

10.54

First Amendment to Amended and Restated Second Lien Forbearance Agreement, dated as of April 30, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America, N.A.,
as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.55

Resignation Agreement, dated as of May 12, 2008, between Prospect Medical Holdings, Inc. and Jacob Y. Terner, M.D. (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on
Form 10-Q filed on August 12, 2008).10.56

Second Amendment to Amended and Restated Forbearance Agreement, dated as of May 14, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.57

Second Amendment to Amended and Restated Second Lien Forbearance Agreement, dated as of May 14, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., and Bank of America,
N.A., as Administrative Agent (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.58

Second Amendment to First Lien Credit Agreement, Waiver and Consent, dated as of May 15, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as
Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.59

Second Amendment to Second Lien Credit Agreement, Waiver and Consent, dated as of May 15, 2008, by and among Prospect Medical Holdings, Inc., Prospect Medical Group, Inc., Bank of America, N.A., as
Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.60

Third Amendment to First Lien Credit Agreement and First Amendment to Second Amendment to First Lien Credit Agreement, Waiver and Consent, dated as of June 30, 2008, by and among Prospect Medical Holdings,
 Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.61

Third Amendment to Second Lien Credit Agreement and First Amendment to Second Amendment to Second Lien Credit Agreement, Waiver and Consent, dated as of June 30, 2008, by and among Prospect Medical Holdings,
 Inc., Prospect Medical Group, Inc., and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on August 12, 2008).10.62

Fifth Amended and Restated Assignable Option Agreement, dated as of November 26, 2008, by and among Prospect Medical Systems, Inc., Prospect Medical Group, Inc. and Arthur Lipper, M.D. (incorporated by
reference to Exhibit 10.72 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.63

Amendment to Fifth Amended and Restated Assignable Option Agreement, dated July 29, 2009, among Prospect Medical Systems, Inc., Prospect Medical Group, Inc. and Arthur Lipper, M.D. (incorporated by
reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.64

Third Amended and Restated Option Agreement, dated as of November 26, 2008, by and between Prospect Medical Group, Inc. and Arthur Lipper, M.D. (incorporated by reference to Exhibit 10.74 to the
Company's Annual Report on Form 10-K filed on December 29, 2008).


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Table of Contents

10.65

Amendment to Third Amended and Restated Option Agreement, dated July 29, 2009, between Prospect Medical Group, Inc. and Arthur Lipper, M.D. (incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q filed on August 19, 2009).10.66

Stock Purchase Agreement, dated as of November 26, 2008, by and among Prospect Medical Systems, Inc., Osmundo R. Saguil, M.D., and Arthur Lipper, M.D. (re. Group shares) (incorporated by reference to
Exhibit 10.76 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.67

Stock Purchase Agreement, dated as of November 26, 2008, by and among Prospect Medical Systems, Inc., Osmundo R. Saguil, M.D., and Arthur Lipper, M.D. (re. Nuestra shares) (incorporated by reference to
Exhibit 10.78 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.68

Second Amended and Restated First Lien Pledge Agreement, dated as of November 26, 2008, by Arthur Lipper, M.D. in favor of Bank of America, N.A., as Administrative Agent (incorporated by reference to
Exhibit 10.80 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.69

Second Amended and Restated Second Lien Pledge Agreement, dated as of November 26, 2008, by Arthur Lipper, M.D. in favor of Bank of America, N.A., as Administrative Agent (incorporated by reference to
Exhibit 10.82 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.70

Form of Indemnification Agreement between Prospect Medical Holdings, Inc. and each of its executive officers and directors (incorporated by reference to Exhibit 10.83 to the Company's Annual Report on
Form 10-K filed on December 29, 2008).10.71

Indemnification Agreement, dated November 26, 2008, by and between Prospect Medical Holdings, Inc. and Arthur Lipper, M.D. (incorporated by reference to Exhibit 10.84 to the Company's Annual Report on
Form 10-K filed on December 29, 2008).10.72

Prospect Medical Holdings, Inc. 2008 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.85 to the Company's Annual Report on Form 10-K filed on December 29, 2008).10.73

Form of Incentive Stock Option Agreement for grant of incentive stock options to participants under our 2008 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.86 to the Company's Annual
Report on Form 10-K filed on December 29, 2008).10.74

Form of Non-Qualified Stock Option Agreement for grant of non-qualified stock options to participants under our 2008 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.87 to the Company's
Annual Report on Form 10-K filed on December 29, 2008).10.75

Non-Qualified Stock Option Agreement between Prospect Medical Holdings, Inc. and Samuel S. Lee, effective as of August 20, 2008 (incorporated by reference to Exhibit 10.88 to the Company's Annual Report
on Form 10-K filed on December 29, 2008).10.76

Restricted Stock Award Agreement for award of restricted stock under our Omnibus Equity Incentive Plan to Mike Heather, dated as of August 15, 2008 (incorporated by reference to Exhibit 10.89 to the
Company's Annual Report on Form 10-K filed on December 29, 2008).10.77

Form of Restricted Stock Award Agreement for award of restricted stock under our Omnibus Equity Incentive Plan to participants, dated as of September 10, 2008 (incorporated by reference to Exhibit 10.90 to
the Company's Annual Report on Form 10-K filed on December 29, 2008).


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Table of Contents

10.78

Indenture, dated July 29, 2009, among the Company, certain of its subsidiaries and affiliates (as subsidiary guarantors) and U.S. Bank National Association (as trustee) (incorporated by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.79

Credit Agreement, dated July 29, 2009, among the Company, Royal Bank of Canada (as administrative agent), Jefferies Finance LLC (as syndication agent) and the lenders party thereto (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 29, 2009).10.80

Consent and Agreement, dated as of December 15, 2010, among the Company, Royal Bank of Canada (as administrative agent) and certain lenders party thereto.*10.81

Continuing Guaranty, dated July 29, 2009, in favor of Royal Bank of Canada (as administrative agent), by: Alta Hospitals System, LLC; Alta Hollywood Hospitals, Inc.; Alta Los Angeles Hospitals,
 Inc.; Genesis Healthcare of Southern California, Inc., a Medical Group; Pomona Valley Medical Group, Inc.; ProMed Health Care Administrators; ProMed Health Services Company; Prospect Hospital Advisory Services, Inc.; Prospect
Health Source Medical Group, Inc.; Prospect Medical Group, Inc.; Prospect Medical Systems, Inc.; Prospect NWOC Medical Group, Inc.; Prospect Professional Care Medical Group, Inc.; Starcare Medical Group, Inc.; and Upland
Medical Group, a Professional Medical Corporation (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.82

Intercreditor Agreement, dated July 29, 2009, among Prospect Medical Holdings, Inc. and certain of it subsidiaries from time to time parties thereto, Royal Bank of Canada (as first lien collateral agent),
U.S. Bank National Association (as second lien collateral agent) and Royal Bank of Canada (as control agent) (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 19,
2009).10.83

Credit Agreement, dated April 14, 2009, between Brotman Medical Center, Inc. (as borrower) and Gemino Healthcare Finance, LLC (as lender) (incorporated by reference to Exhibit 10.6 to the Company's
Quarterly Report on Form 10-Q filed on August 19, 2009).10.84

First Amendment to Credit Agreement and Waiver, dated as of December 11, 2009, between Brotman Medical Center, Inc. (as borrower) and Gemino Healthcare Finance, LLC (as lender) (incorporated by
reference to Exhibit 10.89 to the Company's Annual Report on Form 10-K filed on December 21, 2009).10.85

Second Amendment to Credit Agreement, dated as of February 17, 2010, between Brotman Medical Center, Inc. (as borrower) and Gemino Healthcare Finance, LLC (as lender) (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 17, 2010).10.86

Loan Agreement, dated July 9, 2008, between Brotman Medical Center, Inc. (as borrower) and JHA West 16, LLC (as lender) (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report
on Form 10-Q filed on August 19, 2009).10.87

Amendment No. 1 to Loan Agreement, dated April 14, 2009, between Brotman Medical Center, Inc. (as borrower) and JHA West 16, LLC (as lender) (incorporated by reference to Exhibit 10.8 to the
Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.88

Amendment No. 2 to Loan Agreement entered into as of February 10, 2010 by Brotman Medical Center and JHA WEST 16, LLC (Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on
February 16, 2010).10.89

Amendment No. 1 to Promissory Note entered into as of February 10, 2010 by Brotman Medical Center, Inc. and JHA WEST 16, LLC (Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
filed on February 16, 2010).


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Table of Contents

10.90

Loan Agreement, dated July 9, 2008, between Brotman Medical Center, Inc. (as borrower) and JHA East 7, LLC (as lender) (Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed on
August 19, 2009).10.91

Loan Agreement, dated July 9, 2008, between Brotman Medical Center, Inc. (as borrower) and JHA East 7, LLC (as lender) (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report
on Form 10-Q filed on August 19, 2009).10.92

Amendment No. 1 to Loan Agreement, dated April 14, 2009, between Brotman Medical Center, Inc. (as borrower) and JHA East 7, LLC (as lender) (incorporated by reference to Exhibit 10.10 to the
Company's Quarterly Report on Form 10-Q filed on August 19, 2009).10.93

Agreement and Plan of Merger, dated August 16, 2010, by and among Prospect Medical Holdings, Inc., Ivy Holdings, Inc. and Ivy Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on August 16, 2010).10.94

Fund Guarantee, dated August 16, 2010, by and among Prospect Medical Holdings, Inc., Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P. (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 16, 2010).21.1

Subsidiaries of the Company.*31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.*31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.*32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


*Filed
herewith.


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