Related Party Transactions

On November 16, 2015, UCAP entered into a subordinated note receivable agreement with UCI, a 48.9% owned equity method investee (See Note 5), in the amount of $5.0 million. On June 28, 2018 and November 28, 2018, UCAP entered into two additional subordinated note receivable agreements with UCI in the amount of $2.5 million and $5.0 million, respectively (see Note 6).

During the three and six months ended June 30, 2019 and 2018, NMM earned approximately $5.2 million and $5.2 million, respectively, and $8.4 million and $9.9 million, respectively, in management fees from LMA, which is accounted for under the equity method based on 25% equity ownership interest held by APC in LMA’s IPA line of business (see Note 5).

During the three and six months ended June 30, 2019 and 2018, APC paid approximately $0.6 million and $0.8 million, respectively, and $1.4 million and $1.2 million, respectively, to PMIOC for provider services, which is accounted for under the equity method based on 40% equity ownership interest held by APC (see Note 5).

During the three and six months ended June 30, 2019 and 2018, APC paid approximately $1.8 million and $2.1 million, respectively, and $3.8 million and $3.7 million, respectively, to DMG for provider services, which is accounted for under the equity method based on 40% equity ownership interest held by APC (see Note 5).

During the three and six months ended June 30, 2019 and 2018, APC paid approximately $0.1 million and $0.1 million, respectively, and $0.1 million and $0.2 million, respectively, to Advanced Diagnostic Surgery Center for services as a provider. Advanced Diagnostic Surgery Center shares common ownership with certain board members of APC.

During the three and six months ended June 30, 2019 and 2018, APC paid approximately $0.7 million and $1.2 million, respectively, and $2.0 million and $1.9 million, respectively, to AMG, Inc. for services as a provider. AMG, Inc. shares common ownership with certain board members of APC.

During the three and six months ended June 30, 2019 and 2018, APC paid an aggregate of approximately $7.1 million and $11.6 million, respectively, and $16.4 million and $20.8 million, respectively, to shareholders of APC for provider services, which include approximately $1.9 million and $3.9 million, respectively, and $5.1 million and $6.1 million, respectively, to shareholders who are also officers of APC.

During the three and six months ended June 30, 2019 and 2018, NMM paid approximately $0.3 million and $0.3 million, respectively and $0.5 million and $0.5 million, respectively, to Medical Property Partners (“MPP”) for an office lease. MPP shares common ownership with certain board members of NMM.

During the three and six months ended June 30, 2018, APC paid $0.1 million and $0.2 million, respectively, to Tag-2 Medical Investment Group, LLC (“Tag-2”) for an office lease. Tag-2 shares common ownership with certain board members of APC.

During the three and six months ended June 30, 2019 and 2018, the Company paid approximately $0.1 million and $0.1 million, respectively, and $0.2 million and $0.1 million, respectively, to Critical Quality Management Corp (“CQMC”) for an office lease. CQMC shares common ownership with certain board members of APC.

During the three and six months ended June 30, 2019 and 2018, SCHC paid approximately $0.1 million and $0.1 million, respectively, and $0.2 million and $0.2 million, respectively, to Numen, LLC (“Numen”) for an office lease. Numen is owned by a shareholder of APC.

The Company has agreements with HSMSO, Aurion Corporation (“Aurion”), and AHMC Healthcare (“AHMC”) for services provided to the Company. One of the Company’s board members is an officer of AHMC, HSMSO and Aurion. Aurion is also partially owned by one of the Company’s board members. The following table sets forth fees incurred and income earned related to AHMC, HSMSO and Aurion Corporation:



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
AHMC – Risk pool and Capitation	$	16,350,000		$	14,000,000		$	27,950,000		$	33,400,000
HSMSO – Management fees, net	(265,000		)	(975,000		)	(915,000		)	(1,475,000		)
Aurion – Management fees	(100,000		)	(100,000		)	(200,000		)	(200,000		)

Net total	$	15,985,000		$	12,925,000		$	26,835,000		$	31,725,000

The Company and AHMC has a risk sharing agreement with certain AHMC hospitals to share the surplus and deficits of each of the hospital pools. During the three and six months ended June 30, 2019 and 2018, the Company has recognized risk pool revenue under this agreement of $10.2 million and $8.2 million respectively and $25.0 million and $31.8 million, respectively, for which $51.9 million and $44.2 million remain outstanding as of June 30, 2019 and December 31, 2018, respectively.

In addition, affiliates wholly-owned by the Company’s officers, including our CEO, Dr. Lam, are reported in the accompanying condensed consolidated statement of income on a consolidated basis, together with the Company’s subsidiaries, and therefore, the Company does not separately disclose transactions between such affiliates and the Company’s subsidiaries as related party transactions.

For equity method investments, loans receivable and line of credits from related parties, see Notes 5, 6 and 9, respectively.