Investments in Other Entities | 5. Investments in Other Entities Equity Method Investments LaSalle Medical Associates LaSalle Medical Associates (“LMA”) was founded by Dr. Albert Arteaga in 1996 and currently operates four neighborhood medical centers employing more than 120 dedicated healthcare professionals, treating children, adults and seniors in San Bernardino County. LMA’s patients are primarily served by Medi-Cal Blue Cross, Blue Shield, Molina, Care 1 st LMA’s summarized balance sheets at and December , and summarized statements of income for the six months ended June , and are as follows: Balance Sheets June 30, 2018 December 31, Assets Cash and cash equivalents $ 21,943,637 $ 21,065,105 Receivables, net 2,276,731 2,433,116 Other current assets 2,173,110 1,565,606 Loan receivable 1,250,000 1,250,000 Restricted cash 664,612 662,109 Total assets $ 28,308,090 $ 26,975,936 Liabilities and Stockholders’ Equity June 30, 2018 December 31, Current liabilities $ 25,511,420 $ 20,353,337 Stockholders’ equity 2,796,670 6,622,599 Total liabilities and stockholders’ equity $ 28,308,090 $ 26,975,936 Statements of Income Six Months Ended June 30, 2018 Six Months Revenues $ 110,311,466 $ 97,902,002 Expenses 113,744,898 95,847,786 Net (loss) income $ (3,433,432 ) $ 2,054,216 Pacific Medical Imaging and Oncology Center, Inc. PMIOC was incorporated in 2004 in the state of California. PMIOC provides comprehensive diagnostic imaging services using state-of-the-art technology. PMIOC offers high quality diagnostic services such as MRI/MRA, PET/CT, CT, nuclear medicine, ultrasound, digital x-rays, bone densitometry and digital mammography at facilities. In July 2015, APC-LSMA and PMIOC entered into a share purchase agreement whereby APC-LSMA invested $1,200,000 for a 40% ownership in PMIOC. APC and PMIOC have an Ancillary Service Contract together whereby PMIOC provides covered services on behalf of APC to enrollees of the plans of APC. Under the Ancillary Service Contract APC paid PMIOC fees for the three and six months ended June 30, 2018 and 2017 of approximately $0.8 million and $0.6 million, respectively, and of approximately $1.2 million and $1.1 million, respectively. APC accounts for its investment in PMIOC under the equity method of accounting as APC has the ability to exercise significant influence, but not control over PMIOC’s operations. During the three months ended June 30, 2018 and 2017, APC recorded income from this investment of $62,606 and $58,539 respectively, in the accompanying consolidated statements of income. During the six months ended June 30, 2018 and 2017, APC recorded income from this investment of $36,581 and $109,619, respectively, in the accompanying consolidated statements of income. The accompanying balance sheet has an investment balance of $1,437,274 and $1,400,693 at June 30, 2018 and December 31, 2017, respectively. Universal Care, Inc. UCI is a privately held health plan that has been in operation since 1985 in order to help its members through the complexities of the healthcare system. UCI holds a license under the California Knox-Keene Health Care Services Plan Act (“Knox-Keene Act”) to operate as a full-service health plan. UCI contracts with CMS under the Medicare Advantage Prescription Drug Program. On August 10, 2015, UCAP, an entity solely owned 100% by APC with APC’s executives, Dr. Thomas Lam, Dr. Pen Lee and Dr. Kenneth Sim, as designated managers of UCAP, purchased from UCI 100,000 shares of UCI class A-2 voting common stock (comprising 48.9% of the total outstanding UCI shares, but 50% of UCI’s voting common stock) for $10,000,000. APC accounts for its investment in UCI under the equity method of accounting as APC has the ability to exercise significant influence, but not control over UCI’s operations. During the three months ended June 30, 2018 and 2017, the Company recorded income (loss) from this investment of $1,731,927 and $(280,710), respectively, in the accompanying consolidated statements of income. During the six months ended June 30, 2018 and 2017, the Company recorded income from this investment of $1,711,725 and $242,591, respectively, in the accompanying consolidated statements of income. The accompanying balance sheet has an investment balance of $10,321,180 and $8,609,455 at June 30, 2018 and December 31, 2017, respectively. In 2015, APC advanced $5,000,000 on behalf of UCAP to UCI for working capital purposes. On June 29, 2018, APC advanced an additional $2,500,000. subordinated loans accrue interest at the prime rate plus 1%, or 6.00% and 5.50% as of June 30, 2018 and December 31, 2017, respectively, with interest to be paid monthly. The repayment schedule of the original principal of $5,000,000 is based on certain contingent criteria, and accordingly, the entire note receivable has been classified under loans receivable - related parties on the consolidated balance sheets in the amount of $7,500,000 and $5,000,000 as of June 30, 2018 and December 31, 2017, respectively. UCI’s balance sheets at June 30, 2018 and December 31, 2017 and statements of income for the six months ended June 30, 2018 and 2017 are as follows: Balance Sheets June 30, 2018 December 31, Assets Cash $ 27,874,357 $ 21,872,894 Receivables, net 29,042,535 18,618,760 Other current assets 19,541,123 13,021,520 Other assets 3,259,848 3,754,470 Property and equipment, net 2,132,063 1,576,621 Total assets $ 81,849,926 $ 58,844,265 Liabilities and Stockholders’ Deficit June 30, 2018 December 31, Current liabilities $ 68,941,956 $ 54,421,532 Other liabilities 15,036,729 10,051,952 Stockholders’ deficit (2,128,759 ) (5,629,219 ) Total liabilities and stockholders’ deficit $ 81,849,926 $ 58,844,265 Statements of Income Operations Six Months Ended June 30, 2018 Six Months Revenues $ 149,825,595 $ 91,586,434 Expenses 146,614,334 90,759,639 Income before (benefit) provision for income taxes 3,211,261 826,795 (Benefit) provision for income taxes (289,200 ) 330,700 Net income $ 3,500,461 $ 496,095 Diagnostic Medical Group On May 14, 2016, David C.P. Chen M.D., Inc., a California professional corporation doing business as Diagnostic Medical Group (“DMG”), and David C.P. Chen M.D., individually and APC-LSMA, a designated shareholder professional corporation formed on October 15, 2012, which is 100% owned by Dr. Thomas Lam (CEO of APC) and is controlled and consolidated by APC who is the primary beneficiary of this VIE, entered into a share purchase agreement whereby APC-LSMA acquired a 40% ownership interest in DMG for total cash consideration of $1,600,000. APC accounts for its investment in DMG under the equity method of accounting as APC has the ability to exercise significant influence, but not control over DMG’s operations. For the three and six months ended June 30, 2018 and 2017, APC recorded income from this investment of $391,613 and $198,760 and $720,655 and $560,404, respectively, in the accompanying consolidated statements of income and has an investment balance of $2,568,066 and $1,847,411 at June 30, 2018 and December 31, 2017, respectively. Pacific Ambulatory Surgery Center, LLC PASC, a California limited liability company, is a multi-specialty outpatient surgery center that is certified to participate in the Medicare program and is accredited by the Accreditation Association for Ambulatory Health Care. PASC has entered into agreements with organizations such as healthcare service plans, independent physician practice associations, medical groups and other purchasers of healthcare services for the arrangement of the provision of outpatient surgery center services to subscribers or enrollees of such health plans. On November 15, 2016, PASC and APC, entered into a membership interest purchase agreement whereby PASC sold 40% of its aggregate issued and outstanding membership interests to APC for total consideration of $800,000. In connection with the membership interest purchase agreement, PASC entered into a management services agreement with NMM, which requires the payment of management fees computed at predetermined percentage (as defined) of PASC revenues. The term of the management services agreement commenced on the effective date and extend for a period of 60 months thereafter, and may be extended in writing at the sole option of NMM for an additional period of 60 months following the expiration of the initial term and is automatically renewed for additional consecutive terms of three years unless terminated by either party. PASC shall not be permitted to terminate the management services agreement for any reason during the initial term and, if extended, the extended term. APC accounts for its investment in PASC under the equity method of accounting as APC has the ability to exercise significant influence, but not control over PASC’s operations. For the three and six months ended June 30, 2018 and 2017, APC recorded income from this investment of $87,407 and $26,494 and $129,360 and $5,992, respectively, in the accompanying consolidated statements of income and has an investment balance of $722,558 and $593,198 at June 30, 2018 and December 31, 2017, respectively. Equity Method Investment Summary Investments in other entities – equity method consisted of the following: June 30, December 31, Universal Care, Inc. $ 10,321,180 $ 8,609,455 LaSalle Medical Associates – IPA Line of Business 8,496,283 9,452,767 Diagnostic Medical Group 2,568,066 1,847,411 Pacific Medical Imaging & Oncology Center, Inc. 1,437,274 1,400,693 Pacific Ambulatory Surgery Center, LLC 722,558 593,198 $ 23,545,361 $ 21,903,524 Joint Venture In June 2018, College Street Investment LP, a California limited partnership (“CSI”), APC and NMM entered into an operating agreement to govern the 531 W. College, LLC and the conduct of its business, and to An agreement of purchase and sale and joint escrow instructions (“Purchase Agreement”) with an effective date of April 10, 2018 was entered into between 531 W. College, LLC and Societe Francaise De Bienfaisance Mutuelle De Los Angeles, a California nonprofit corporation, in the City of Los Angeles. The total purchase price of such real estate is $33,347,679. In June 2018, APC, NMM and AMHC Healthcare, Inc. on behalf of CSI, wired $8,336,920, $8,336,920 and $16,673,839, respectively into an escrow account for the benefit of 531 W. College, LLC to purchase pursuant to the Purchase Agreement. The transaction closed on June 29, 2018. is presented as an investment in joint venture in the accompanying condensed consolidated balance sheet as of June 30, 2018. 531 W. College LLC’s balance sheet at June 30, 2018 is as follows: Balance Sheet June 30, 2018 Assets Land and Building $ 33,347,679 Total assets $ 33,347,679 Liabilities and Members’ Equity Members’ equity $ 33,347,679 Total liabilities and members’ equity $ 33,347,679 Formation costs and other fees incurred for establishing the organization were not significant during the six months ended June 30, 2018. Investment in privately held entity that does not report net asset value per share In May 2018, APC purchased 270,000 membership interests of MediPortal LLC, a New York limited liability company, for $405,000 or $1.50 per membership interest, which represented approximately 2.8% ownership. APC also received a 5-year warrant to purchase 270,000 membership interests. A 5-year option to purchase an additional 380,000 membership interests -year warrant to purchase 480,000 membership interests of . As APC does not have the ability to exercise significant influence, and lacks control, over the investee, this investment is accounted for . |