Investment in Unconsolidated Entities | Note C - Investment in Unconsolidated Entities [1] The Southern California Regional Gamma Knife Center During 2007, the Company, through a noncontrolling interest in joint ventures, managed the formation of the Southern California Regional Gamma Knife Center at San Antonio Regional Hospital (“SARH”) in Upland, California. Corona Gamma Knife, LLC (“CGK”) is party to a 14-year agreement with SARH to renovate space in the hospital and install and operate a Leksell PERFEXION gamma knife. CGK leases the gamma knife from NeuroPartners LLC, which holds the gamma knife equipment. In addition to returns on its ownership interests, USNC expects to receive fees for management services relating to the facility. USNC is a 20% owner of NeuroPartners LLC and owns 39% of CGK. USNC was a 20% guarantor on NeuroPartners LLC’s seven-year lease with respect to the gamma knife equipment and certain leasehold improvements at SARH. In February 2016, NeuroPartners LLC negotiated a new five-year lease to fund the reloading of cobalt and related construction services. The new lease of $1,663,000 included a balance of $668,000 from the prior lease obligations. This new lease is payable over 60 months. The first payment of $31,000 was paid on April 1, 2016 and the final payment will be due on March 1, 2021. The Company continues to be a 20% guarantor on the new lease and expects any potential obligations from this guarantee would be reduced by the recovery of the related collateral, and thus expects any exposure from this guarantee to be remote. Construction of the SARH gamma knife center was completed in December 2008 and the first patient was treated in January 2009. The project has been funded principally by outside investors. While the Company, through its joint ventures, has led the effort in organizing the business and overseeing the development and operation of the SARH center, its investment to date in the SARH center has been minimal. During the year ended December 31, 2019, the Company received $20,000 of repayments from NeuroPartners LLC and CGK, and advanced $13,000 to these entities. During the year ended December 31, 2018, the Company received no amounts from and made no advances to, NeuroPartners LLC and CGK. During the years ended December 31, 2019 and 2018, the Company received $76,000 and $60,000 in distributions, respectively. For the years ended December 31, 2019 and 2018, the Company’s equity in earnings of NeuroPartners LLC and CGK was $92,000 and $181,000, respectively, but only $76,000 for the year ended December 31, 2019, and $80,000 for the year ended December 31, 2018, was recorded due to distributions or the reversal of previously unrecognized losses. At December 31, 2019, amounts due from related parties includes $20,000 of distributions receivable from CGK and $11,000 of other advances. The following tables present the aggregation of summarized financial information of NeuroPartners LLC and CGK: Neuro Partners LLC and CGK Combined Condensed Income Statement Information Year Ended December 31, 2019 2018 Patient revenue $ 1,020,000 $ 1,141,000 Net income $ 303,000 $ 590,000 USNC’s equity in income of Neuro Partners LLC and CGK $ 92,000 $ 181,000 Neuro Partners LLC and CGK Combined Condensed Balance Sheet Information December 31, 2019 2018 Current assets $ 163,000 $ 304,000 Noncurrent assets 807,000 1,064,000 Total assets $ 970,000 $ 1,368,000 Current liabilities $ 380,000 $ 399,000 Noncurrent liabilities 593,000 924,000 (Deficit) equity (3,000 ) 45,000 Total liabilities and (deficit) equity $ 970,000 $ 1,368,000 [2] Florida Oncology Partners During 2010, through the formation of a joint venture, in which it has a noncontrolling interest, the Company expanded its market strategy to include opportunities to develop cancer centers featuring radiation therapy. These centers utilize linear accelerators with IMRT and IGRT capabilities. In 2010, the Company formed FOP in partnership with local physicians and other investors. USNC owns a 24% interest in the venture. FOP’s first center was located in Miami, Florida and opened in the second quarter of 2011. During 2011, FOP entered into a seven-year capital lease with Key Bank for $5,800,000. Under the terms of the capital lease, USN agreed to guarantee a maximum of $1,433,000, approximately 25% of the original lease obligation in the event of default. USN was a guarantor jointly with most of the other members of FOP. The guarantee was eliminated upon repayment of the outstanding lease balance in May 2018. At December 31, 2017, the lease balance was $468,000. In December 2015, FOP entered into an agreement with 21 st st st st st st st Late in 2016, FOP took initial steps toward the development of a new radiation therapy center in Homestead, Florida. In December 2016, FOP entered into a ten-year lease agreement for office space located at 20405 Old Cutler Towne Center. FOP had to deliver an $88,000 letter of credit in conjunction with this office lease which collateral is being held in a restricted certificate of deposit. FOP began incurring architecture costs for planning/refitting the new space. During the first half of 2017, a financing agreement with BB&T Bank for the medical equipment and leasehold improvements was negotiated and then signed on August 31, 2017. In November 2017, the amounts for the equipment and leasehold improvements costs were finalized and paid under this financing agreement for a total loan of $4,106,000 to be paid over seven years. Under the terms of the financing agreement, USN agreed to guarantee the amount initially borrowed. USN is the guarantor with several other members of FOP. The outstanding balance on the financing facility was $3,273,000 at December 31, 2019, and $3,660,000 at December 31, 2018. Effective November 15, 2019, FOP transferred this loan, along with the equipment acquired with the loan proceeds, to CBOP. The Company expects any potential liability from this guarantee to be reduced by the recoveries of the respective collateral. Late in the third quarter of 2017, it was determined that the business opportunity at this new location should be pursued by a different investor group, and FOP arranged to sell the opportunity to this group. CBOP was organized on September 1, 2017, to acquire the assets and rights in this new center from FOP. In June 2017, FOP entered into an agreement with a third-party owner of a radiation therapy center located in Miami, Florida, whereby FOP took over the operation of the center effective September 22, 2017, for a ten-year initial term, and up to three additional terms of five years each. This agreement has been accounted for as a capital lease and, accordingly, FOP recorded assets and capital lease liabilities totaling $14,321,000 at September 22, 2017. The lease required monthly payments in the first year of $160,000, increasing by 2% each year; currently the payment is $164,000. FOP abandoned its operations at this radiation center on June 28, 2019 due to continued losses at the site and lack of success in good faith efforts to renegotiate the agreement after several months of discussion. FOP could be considered in default of the agreement and the third-party owner could pursue action against FOP. Due to the circumstances, FOP derecognized the associated assets and liabilities and calculated a contingent liability equal to the net liabilities derecognized. FOP has not, however, been released from its contractual obligation to the third-party owner. At December 31, 2019, FOP was obligated to make a further $17.6 million of lease payments for the period from July 2019 to September 2027, with no payments made in July to December 2019. Due to abandoning the operations of the Miami center as well as continued working capital deficits, FOP’s ability to continue as a going concern will require FOP to restructure debt, raise new capital, and successfully settle the agreement at the center in Miami, Florida. Since these plans are preliminary and have not been approved at this date, there is substantial doubt about FOP’s ability to continue as a going concern within the next twelve months from the date these financial statements are available to be issued. The Company’s recorded investment in FOP at December 31, 2019 and 2018 has been reduced to zero due to losses incurred in 2019 and 2018. No equity in earnings has been recorded by the Company for the years ended December 31, 2019 and 2018, due to FOP’s deficit at December 31, 2019 and 2018. Amounts due from FOP at December 31, 2019, total $649,000 of outstanding principal, less $588,000 of allowances, for a net receivable balance of $61,000, all of which is included in due from related parties on the accompanying consolidated balance sheet. At December 31, 2018, FOP owed the Company $223,000 included in amounts due from related parties, and $735,000 of principal, less an allowance of $218,000, for a net amount of $517,000, included in term loan receivable – related parties. These balances accrue interest at 6% per annum. Interest earned by the Company from the amounts owed by FOP totaled $38,000 and $30,000 for the years ended December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, total accrued interest was $68,000 and $30,000, respectively. The Company has recorded an allowance against the accrued interest of $68,000 and $0 at December 31, 2019 and 2018, respectively. The Company recorded increases in the allowances as a component of loss from investments in unconsolidated entities, net for interest recorded in prior years, and as a deduction in current year interest income for interest earned in the current year. Because of loans made to FOP, FOP is considered a variable interest entity of the Company. However, as the Company is not deemed to be the primary beneficiary of FOP, since it does not have the power to direct the operating activities that most significantly affect FOP’s economic performance, the entity is not consolidated, but certain disclosures are provided herein. The following tables present the summarized financial information of FOP: FOP Condensed Income Statement Information Year Ended December 31, 2019 2018 Patient revenue $ 1,922,000 $ 2,953,000 Rental Income $ 543,000 $ 1,252,000 Net loss $ (1,377,000 ) $ (1,918,000 ) USNC’s equity in loss of FOP $ (334,000 ) $ (465,000 ) FOP Condensed Balance Sheet Information December 31, 2019 2018 Current assets $ 165,000 $ 401,000 Noncurrent assets 1,202,000 16,570,000 Total assets $ 1,367,000 $ 16,971,000 Current liabilities $ 4,003,000 $ 3,974,000 Noncurrent liabilities 1,091,000 15,360,000 Equity (3,727,000 ) (2,363,000 ) Total liabilities and equity $ 1,367,000 $ 16,971,000 [3] Boca Oncology Partners During the quarter ended June 30, 2011, the Company, through the formation of a joint venture, in which it has a noncontrolling interest, participated in the formation of Boca Oncology Partners, LLC (“BOP”), for the purpose of owning and operating a cancer center in Boca Raton, Florida. In June 2011, BOPRE, an affiliated entity, purchased a 20% interest in Boca West IMP, LLC, (“Boca West IMP”), owner of a medical office building in West Boca, Florida in which In June 2012, BOPRE purchased an additional 3.75% of Boca West IMP from another investor bringing its total interest to 23.75%. BOPRE accounts for this investment under the cost method since it does not exercise significant influence over Boca West, IMP. During the years ended December 31, 2018 and 2017, several investors relinquished part of their ownership interest in BOPRE, and those interests were distributed among the remaining investors in relationship to their percentages owned. As a result, the Company now holds a 21.22% ownership interest in BOPRE, which it accounts for under the equity method, at December 31, 2019. The Company’s recorded investment in BOPRE is $179,000 and $168,000 at December 31, 2019 and 2018, respectively, which includes $11,000 in equity earnings during the year ended 2019. USNC is a 10% guarantor of 50% of the outstanding balance of Boca West IMP’s ten-year mortgage. This mortgage had an original balance of $3,000,000 and is secured by the medical office building in which BOP operates. The outstanding balance on the mortgage is $2,179,000 and $2,303,000 at December 31, 2019 and 2018, respectively. Any liability from this guarantee would be mitigated by the recovery from the underlying real estate, and the Company expects its potential exposure from this guarantee to be remote. The following tables present the summarized financial information of BOPRE: BOPRE Condensed Income Statement Information Years Ended December 31, 2019 2018 Rental Income $ - $ - Net income (loss) $ 46,000 $ (4,000 ) USNC’s equity in income (loss) in BOPRE $ 11,000 $ (1,000 ) BOPRE Condensed Balance Sheet Information December 31, 2019 2018 Current assets $ 64,000 $ 18,000 Noncurrent assets 935,000 935,000 Total assets $ 999,000 $ 953,000 Current liabilities $ - $ - Noncurrent liabilities - - Equity 999,000 953,000 Total liabilities and equity $ 999,000 $ 953,000 [4] Medical Oncology Partners In April 2015, MOP, was formed in partnership with local physicians and other investors. MOP was established to acquire a 100% equity interest in UOMA. USNC was not a member of MOP at the time of formation as it was not able to participate due to the fact that USNC was not a physician. Nevertheless, USNC wished to eventually obtain an equity interest in MOP and loaned Dr. Jaime Lozano, the principal investor in MOP and a co-investor in FOP, $173,000. Dr. Lozano used these funds, along with an equal amount of his own funds (a total of $345,000), to purchase a 76.67% interest in MOP. Other investors paid a further $105,000 for the remaining equity in MOP. MOP used the $450,000 of financing to acquire a 100% equity interest in UOMA. An application was filed for a waiver to allow USNC to hold an equity interest notwithstanding the physician requirement and on December 22, 2016, USNC was cleared to become a part owner of MOP. Dr. Lozano agreed to exchange half of his membership interest to USNC in settlement of the note to USNC. USNC and Dr. Lozano also agreed to share equally in providing a 5% equity interest in MOP to an additional investor as a consulting fee for services rendered in the administration of MOP and UOMA. At December 22, 2016, USNC owned 35.83% of MOP with an initial carrying value of $161,000. The Company recorded its share of losses of $12,000 for the period from December 22, 2016 to December 31, 2016, against its investment which resulted in a reduction of its equity investment to $149,000. Due to increasing costs, continued net losses since April 2015, and reliance on related party and other debt for operating cash flows, the fair value of UOMA is less than its carrying amount. The Company tested its investment for impairment at December 31, 2016 and determined that the investment was impaired, and an impairment loss was recorded against the entire equity balance in MOP, as well as loans from USN and USNC to MOP and UOMA. For the years ended December 31, 2019 and 2018, the Company’s equity in loss of MOP was $156,000 and $101,000 respectively but was not recorded due to prior losses. Amounts due from MOP and UOMA at December 31, 2019, total $1,126,000 of outstanding principal, less $796,000 of allowances, for a net receivable of $330,000, all of which is included in due from related parties on the accompanying consolidated balance sheet. At December 31, 2018, MOP and UOMA owed the Company $497,000, all of which had been reserved for. These balances accrue interest at 6% per annum. Interest earned by the Company from the amounts owed by MOP and UOMA totaled $38,000 and $20,000 for the years ended December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, total accrued interest was $58,000 and $20,000, respectively. The Company has recorded an allowance against the accrued interest of $58,000 and $20,000, at December 31, 2019 and 2018, respectively. The Company recorded increases in the allowance as a component of loss from investments in unconsolidated entities, net for interest recorded in prior years, and as a deduction in current year interest income for interest earned in the current year. During the years ended December 31, 2019 and 2018, the Company recorded $299,000 and $245,000 respectively of allowances against advances to MOP. These charges have been recorded as losses from investments in unconsolidated entities. Due to loans made to MOP and UOMA, MOP and UOMA are considered to be variable interest entities of the Company. However, as the Company is not deemed to be the primary beneficiary of MOP or UOMA, since it does not have the power to direct the operating activities that most significantly affect MOP’s or UOMA’s economic performance, the entities are not consolidated, but certain disclosures are provided herein. The following table presents the summarized financial information of MOP: MOP Condensed Consolidated Income Statement Information Years Ended December 31, 2019 2018 Patient revenue $ 2,669,000 $ 2,257,000 Net loss $ (435,000 ) $ (282,000 ) USNC’s equity in loss in MOP $ (156,000 ) $ (101,000 ) MOP Condensed Consolidated Balance Sheet Information December 31, 2019 2018 Current assets $ 247,000 $ 41,000 Noncurrent assets 807,000 159,000 Total assets $ 1,054,000 $ 200,000 Current liabilities $ 1,907,000 $ 1,002,000 Noncurrent liabilities 427,000 33,000 Deficit (1,280,000 ) (835,000 ) Total liabilities and deficit $ 1,054,000 $ 200,000 5] CB Oncology Partners CBOP was organized September 1, 2017, to acquire the rights of the new center from FOP. USNC has a 24% equity interest in CBOP. Beginning in October of 2017, CBOP began paying the remainder of the costs associated with opening the center. CBOP had no assets at the end of 2017. The medical center opened and treated its first patient in January of 2018. Effective November 15, 2019, FOP transferred to, and CBOP assumed, a loan with BB&T bank, that it had entered into in order to finance the purchase of equipment and build out of the new center, as well as the associated property and equipment. In addition, CBOP and BB&T agreed to reduce the monthly loan repayments for the next nine months, and to extend the term of the loan from November 2024 to July 2025. During the year ended December 31, 2019, the Company contributed $25,000 as an additional investment in CBOP, all of which has been written off due to cumulative losses incurred by CBOP to date. Amounts due from CBOP at December 31, 2019, total $2,207,000 of outstanding principal, less $1,207,000 of allowances, for a net receivable of $1,000,000, all of which is included in due from related parties on the accompanying consolidated balance sheet. At December 31, 2018, CBOP owed the Company $1,401,000, of which $503,000 had been reserved for. These balances accrue interest at 6% per annum. Interest earned by the Company from the amounts owed by CBOP totaled $103,000 and $45,000 for the years ended December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, total accrued interest was $148,000 and $45,000, respectively. The Company has recorded an allowance against the accrued interest of $148,000 and $45,000 at December 31, 2019 and 2018, respectively. The Company recorded increases in the allowance as a component of loss from investments in unconsolidated entities, net for interest recorded in prior years, and as a deduction in current year interest income for interest earned in the current year. Due to loans made to CBOP, CBOP is considered to be a variable interest entity of the Company. However, as the Company is not deemed to be the primary beneficiary of CBOP, since it does not have the power to direct the operating activities that most significantly affect CBOP’s economic performance, the entity is not consolidated, but certain disclosures are provided herein. The following table presents the summarized financial information of CBOP: CBOP Condensed Income Statement Information Years Ended December 31, 2019 2018 Patient revenue $ 1,637,000 $ 956,000 Net loss $ (418,000 ) $ (1,230,000 ) USNC’s equity in loss of CBOP $ (101,000 ) $ (298,000 ) CBOP Condensed Balance Sheet Information December 31, 2019 2018 Current assets $ 380,000 $ 140,000 Noncurrent assets 4,869,000 - Total assets $ 5,249,000 $ 140,000 Current liabilities $ 3,026,000 $ 1,618,000 Noncurrent liabilities 4,019,000 - Deficit (1,796,000 ) (1,478,000 ) Total liabilities and deficit $ 5,249,000 $ 140,000 |