Apollo Medical(AMEH) - 2025 Q2 - Quarterly Results

Summary of Current Report on Form 8-K (July 1, 2025) Completion of Acquisition (Item 2.01) Astrana Health completed the acquisition of Alta Newport Hospital and Prospect Health Plan for $707.9 million, financed by a term loan, and established ancillary agreements - On July 1, 2025, the Company completed the acquisition of all outstanding equity interests of Alta Newport Hospital, LLC (d/b/a Foothill Regional Medical Center) and Prospect Health Plan, Inc., and substantially all assets of certain subsidiaries of PHP Holdings, LLC ("PHPH")[5] - A letter agreement was executed to reduce the aggregate purchase price and remove certain post-closing adjustments; additionally, a transition services agreement was established for the sellers to provide post-closing services to the Company[6] Purchase Price Details | Detail | Amount/Description | | :--- | :--- | | Original Purchase Price | $745.0 million | | Final Adjusted Purchase Price | $707.9 million | | Financing Source | Five-year delayed draw term loan | | Amount Drawn for Transaction | $707.9 million | Financial Guidance Update (Item 2.02) The company reaffirmed Q2 guidance and updated full-year 2025 revenue and adjusted EBITDA forecasts, noting their preliminary and unaudited nature - The Company issued a press release on July 2, 2025, which reaffirmed its second-quarter guidance and updated its full-year 2025 revenue and adjusted EBITDA guidance[10] - The preliminary financial results and forecasts are based on currently available information, are inherently uncertain, and have not been audited; the company has no obligation to update these forecasts[11] Forward-Looking Statements The report includes forward-looking statements regarding financial guidance and acquisition effects, subject to risks like business disruption and debt servicing challenges - The report contains forward-looking statements identified by words such as "forecast," "guidance," "projects," and "estimates"[15] - Key risks include diversion of management's attention, increased costs related to the transaction, business disruption, potential difficulties in employee retention, ability to pay principal and interest on debt, and the ability to realize the intended benefits of the transaction[15] Financial Statements and Exhibits (Item 9.01) Required financial statements and pro forma information for acquired businesses will be filed via amendment within 71 days, with key agreements incorporated by reference - The required financial statements of the acquired businesses and pro forma financial information will be filed by amendment to this Current Report no later than 71 days after the report's required filing date[16] Exhibit Details | Exhibit No. | Description | | :--- | :--- | | 2.1 | Asset and Equity Purchase Agreement, dated November 8, 2024 | | 10.1 | Second Amended and Restated Credit Agreement, dated February 26, 2025 | | 99.1 | Press Release dated July 2, 2025 |