Investments in Other Entities

6 Months Ended

Jun. 30, 2018

Equity Method Investments and Joint Ventures [Abstract]

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. LMA accepts Blue Cross, Blue Shield, Molina, Care 1st, Health Net and Inland Empire Health Plan. LMA is also an IPA of independently contracted doctors, hospitals and clinics, delivering high quality care to more than 245,000 patients in Fresno, Kings, Los Angeles, Madera, Riverside, San Bernardino and Tulare Counties. During 2012, APC-LSMA and LMA entered into a share purchase agreement whereby APC-LSMA invested $5,000,000 for a 25% interest in LMA’s IPA line of business. NMM has a management services agreement with LMA. APC accounts for its investment in LMA under the equity method as APC has the ability to exercise significant influence, but not control over LMA’s operations. For the three months ended June 30, 2018 and 2017, APC recorded loss from this investment of $603,692 and $798,185, respectively, in the accompanying consolidated statements of income. For the six months ended June 30, 2018 and 2017, APC recorded (loss) income from this investment of $(956,484) and $513,554, respectively, in the accompanying consolidated statements of income. The investment balance was $8,496,283 and $9,452,767 at June 30, 2018 and December 31, 2017, respectively.

LMA’s summarized balance sheets at June 30, 2018 and December 31, 2017 and summarized statements of income for the six months ended June 30, 2018 and 2017 with respect to its IPA line of business are as follows:

Balance Sheets

	June 30, 2018		December 31, 2017
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, 2017
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 Ended June 30, 2017
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 its 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. These 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, 2017
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, 2017
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 Ended June 30, 2017
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, 2018		December 31, 2017
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 limited liability company, 531 W. College, LLC and the conduct of its business, and to specify their relative rights and obligations. CSI, APC and NMM, each owns 50%, 25% and 25%, respectively, of member units based on initial capital contributions of $16,673,839, $8,336,920, and $8,336,920, respectively.

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, pursuant to which 531 W. College LLC agreed to purchase a former hospital located 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 the hospital  pursuant to the Purchase Agreement. The transaction closed on June 29, 2018. APC and NMM accounts for its investment in 531 W. College, LLC under the equity method of accounting as APC and NMM have the ability to exercise significant influence, but not control over the operations of this joint venture. APC and NMM’s investment is presented as an investment in joint venture-equity method 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 and a 5-year warrant to purchase 480,000 membership interests are contingent upon the portal completion date, which has not be completed as of June 30, 2018. As APC does not have the ability to exercise significant influence, and lacks control, over the investee, this investment is accounted for using a measurement alternative which allows the investment to be measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income.