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Investments in Other Entities | 3 Months Ended
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Mar. 31, 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 and they also accept 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 March 31, 2018 and 2017, APC recorded (loss) income from this investment of $(352,792) and $1,311,738, respectively, in the accompanying consolidated statements of income. The investment balance was $9,099,975 and $9,452,767 at March 31, 2018 and December 31, 2017, respectively. LMA’s IPA line of business summarized balance sheets at March 31, 2018 and December 31, 2017 and summarized statements of income for the three months ended March 31, 2018 and 2017 are as follows (unaudited): Balance Sheets
|  | March 31, 2018 (unaudited) |  | December 31, 2017 (unaudited) |
Assets |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 22,064,701 |  | $ | 21,065,105 |
Receivables, net |  |  | 3,005,144 |  |  | 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 |  | $ | 29,157,567 |  | $ | 26,975,936 |
Liabilities and Stockholders’ Equity
|  | March 31, 2018 (unaudited) |  | December 31, 2017 (unaudited) |
Current liabilities |  | $ | 23,946,133 |  | $ | 20,353,337 |
Stockholders’ equity |  |  | 5,211,434 |  |  | 6,622,599 |
Total liabilities and stockholders’ equity |  | $ | 29,157,567 |  | $ | 26,975,936 |
Statements of Income
|  | March 31, 2018 (unaudited) |  | March 31, 2017 (unaudited) |
Revenues |  | $ | 52,983,791 |  | $ | 49,753,004 |
Expenses |  |  | 54,002,458 |  |  | 44,506,050 |
Net (loss) income |  | $ | (1,018,667) |  | $ | 5,246,954 |
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 their 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 of approximately $0.4 million and $0.5 million for the three months ended March 31, 2018 and 2017, 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 March 31, 2018 and 2017, APC recorded (loss) income from this investment of $(26,025) and $51,080 respectively, in the accompanying consolidated statements of income and has an investment balance of $1,374,668 and $1,400,693 at March 31, 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 March 31, 2018 and 2017, the Company recorded (loss) income from this investment of $(20,202) and $523,301, respectively, in the accompanying consolidated statements of income and has an investment balance of $8,589,253 and $8,609,455 at March 31, 2018 and December 31, 2017, respectively. In 2015, the Company also advanced $5,000,000 to UCI for working capital purposes. The subordinated loan accrues interest at the prime rate plus 1%, or 5.75% and 5.50% as of March 31, 2018 and December 31, 2017, respectively, with interest to be paid monthly. Pursuant to the stock purchase agreement, the principal repayment schedule is based on certain contingent criteria, and accordingly, the entire note receivable has been classified as non-current loans receivable - related parties on the consolidated balance sheets in the amount of $5,000,000 as of March 31, 2018 and December 31, 2017.
UCI’s balance sheets at March 31, 2018 and December 31, 2017 and statements of income for the three months ended March 31, 2018 and 2017 are as follows: Balance Sheets
|  | March 31, 2018 (unaudited) |  | December 31, 2017 (unaudited) |
Assets |  |  |  |  |  |  |
Cash |  | $ | 22,595,206 |  | $ | 21,872,894 |
Receivables, net |  |  | 23,862,184 |  |  | 18,618,760 |
Other current assets |  |  | 18,870,831 |  |  | 13,021,520 |
Other assets |  |  | 2,259,507 |  |  | 3,754,470 |
Property and equipment, net |  |  | 1,770,157 |  |  | 1,576,621 |
Total assets |  | $ | 69,357,885 |  | $ | 58,844,265 |
Liabilities and Stockholders’ Deficit
|  | March 31, 2018 (unaudited) |  | December 31, 2017 (unaudited) |
Current liabilities |  | $ | 64,984,078 |  | $ | 54,421,532 |
Other liabilities |  |  | 10,044,340 |  |  | 10,051,952 |
Stockholders’ deficit |  |  | (5,670,533) |  |  | (5,629,219) |
Total liabilities and stockholders’ deficit |  | $ | 69,357,885 |  | $ | 58,844,265 |
Statements of Income Operations
|  | March 31, 2018 (unaudited) |  | March 31, 2017 (unaudited) |
Revenues |  | $ | 72,665,437 |  | $ | 46,540,892 |
Expenses |  |  | 72,154,950 |  |  | 44,757,246 |
Income before provision for income taxes |  |  | 510,487 |  |  | 1,783,646 |
Provision for income taxes |  |  | 551,800 |  |  | 713,500 |
Net (loss) income |  | $ | (41,313) |  | $ | 1,070,146 |
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”), David C.P. Chen M.D., individually (collectively “Seller”) 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. APC recorded income from this investment of $329,042 and $361,644 for the three months ended March 31, 2018 and 2017, respectively, in the accompanying consolidated statements of operations. The investment balance was $2,176,453 and $1,847,411 at March 31, 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. APC recorded income (loss) from this investment of $41,953 and $(20,501) for the three months ended March 31, 2018 and 2017, respectively, in the accompanying consolidated statements of income and has an investment balance of $635,151 and $593,198 at March 31, 2018 and December 31, 2017, respectively. Equity Method Investment Summary Investments in other entities – equity method consisted of the following:
|  | March 31, 2018 |  | December 31, 2017 |
Universal Care, Inc. |  | $ | 8,589,253 |  | $ | 8,609,455 |
LaSalle Medical Associates – IPA Line of Business |  |  | 9,099,975 |  |  | 9,452,767 |
Diagnostic Medical Group |  |  | 2,176,453 |  |  | 1,847,411 |
Pacific Medical Imaging & Oncology Center, Inc. |  |  | 1,374,668 |  |  | 1,400,693 |
Pacific Ambulatory Surgery Center, LLC |  |  | 635,151 |  |  | 593,198 |
|  | $ | 21,875,500 |  | $ | 21,903,524 |

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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI http://asc.fasb.org/topic&trid=2196965 + Details
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