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Investments in Other Entities | 9 Months Ended
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Sep. 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 1 st , 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 435,000 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 September 30, 2018 and 2017, APC recorded income from this investment of $171,136 and $44,906, respectively, in the accompanying condensed consolidated statements of income. For the nine months ended September 30, 2018 and 2017, APC recorded (loss) income from this investment of $(785,348) and $558,460, respectively, in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $8,667,419 and $9,452,767 at September 30, 2018 and December 31, 2017, respectively. LMA’s summarized balance sheets at September 30, 2018 and December 31, 2017 and summarized statements of operations for the nine months ended September 30, 2018 and 2017 with respect to its IPA line of business are as follows: Balance Sheets
|  | September 30, 2018 |  |  | December 31, 2017 |
Assets |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 25,746,368 |  |  | $ | 21,065,105 |
Receivables, net |  |  | 2,802,290 |  |  |  | 2,433,116 |
Other current assets |  |  | 2,101,110 |  |  |  | 1,565,606 |
Loan receivable |  |  | 1,250,000 |  |  |  | 1,250,000 |
Restricted cash |  |  | 667,414 |  |  |  | 662,109 |
Total assets |  | $ | 32,567,182 |  |  | $ | 26,975,936 |
Liabilities and Stockholders’ Equity
|  | September 30, 2018 |  |  | December 31, 2017 |
Current liabilities |  | $ | 29,085,975 |  |  | $ | 20,353,337 |
Stockholders’ equity |  |  | 3,481,207 |  |  |  | 6,622,599 |
Total liabilities and stockholders’ equity |  | $ | 32,567,182 |  |  | $ | 26,975,936 |
Statements of Operations
|  | Nine Months Ended September 30, 2018 |  |  | Nine Months Ended September 30, 2017 |
Revenues |  | $ | 177,696,760 |  |  | $ | 147,567,476 |
Expenses |  |  | 180,445,655 |  |  |  | 145,333,637 |
Net (loss) income |  | $ | (2,748,895 | ) |  | $ | 2,233,839 |
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 nine months ended September 30, 2018 and 2017 of approximately $0.7 million and $0.6 million, respectively, and of approximately $1.9 million and $1.7 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 September 30, 2018 and 2017, APC recorded income from this investment of $4,990 and $52,157 respectively, in the accompanying condensed consolidated statements of income. During the nine months ended September 30, 2018 and 2017, APC recorded income from this investment of $41,571 and $161,776, respectively, in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $1,442,264 and $1,400,693 at September 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 September 30, 2018 and 2017, the Company recorded losses from this investment of $4,646,389 and $1,891,302, respectively, in the accompanying condensed consolidated statements of income. During the nine months ended September 30, 2018 and 2017, the Company recorded losses from this investment of $2,934,664 and $1,648,711, respectively, in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $5,674,791 and $8,609,455 at September 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 6.25% and 5.50%, as of September 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 condensed consolidated balance sheets in the amount of $7,500,000 and $5,000,000 as of September 30, 2018 and December 31, 2017, respectively. UCI’s balance sheets at September 30, 2018 and December 31, 2017 and statements of income for the nine months ended September 30, 2018 and 2017 are as follows: Balance Sheets
|  | September 30, 2018 |  |  | December 31, 2017 |
Assets |  |  |  |  |  |  |  |
Cash |  | $ | 24,217,764 |  |  | $ | 21,872,894 |
Receivables, net |  |  | 33,462,584 |  |  |  | 18,618,760 |
Other current assets |  |  | 19,086,431 |  |  |  | 13,021,520 |
Other assets |  |  | 3,396,798 |  |  |  | 3,754,470 |
Property and equipment, net |  |  | 2,347,978 |  |  |  | 1,576,621 |
Total assets |  | $ | 82,511,555 |  |  | $ | 58,844,265 |
Liabilities and Stockholders’ Deficit
|  | September 30, 2018 |  |  | December 31, 2017 |
Current liabilities |  | $ | 79,113,015 |  |  | $ | 54,421,532 |
Other liabilities |  |  | 15,029,117 |  |  |  | 10,051,952 |
Stockholders’ deficit |  |  | (11,630,577 | ) |  |  | (5,629,219 | )
Total liabilities and stockholders’ deficit |  | $ | 82,511,555 |  |  | $ | 58,844,265 |
Statements of Operations
|  | Nine Months Ended September 30, 2018 |  |  | Nine Months Ended September 30, 2017 |
Revenues |  | $ | 240,633,955 |  |  | $ | 138,189,092 |
Expenses |  |  | 246,765,335 |  |  |  | 140,664,653 |
Loss before (benefit) provision for income taxes |  |  | (6,131,380 | ) |  |  | (2,475,561 | )
(Benefit) provision for income taxes |  |  | (130,023 | ) |  |  | 896,038 |
Net loss |  | $ | (6,001,357 | ) |  | $ | (3,371,599 | )
Accountable Health Care, IPA Accountable Health Care IPA (“Accountable”) is a California professional medical corporation that has served the local community in the greater Los Angeles County area through a network of physicians and health care providers for more than 20 years. Accountable currently has a network of over 450 primary and 1700 specialty care physicians, and eight community and regional hospital medical centers that provide quality health care services to more than 180,000 members of seven federally qualified health plans and multiple product lines, including Medi-Cal, Commercial, Medicare and Healthy Families. On September 21, 2018, APC and NMM each exercised their option to convert their respective $5.0 million loans into shares of Accountable capital stock (see Note 6) . As a result, APC’s $5.0 million loan was converted into a 25% equity interest with the remaining $5.0 million loan held by NMM to be converted into an equity interest that will be determined based on a third party valuation of Accountable’s current enterprise value, which has not been completed as of the filing of this Report. APC accounts for its investment in Accountable under the equity method of accounting. During both the three and nine months ended September 30, 2018 the Company recorded losses from this investment of $52,751 in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $4,947,249 at September 30, 2018 . Accountable’s balance sheet at September 30, 2018 and statements of operations for the nine months ended September 30, 2018 are as follows : Balance Sheets
|  | September 30, 2018 |
Assets |  |  |  |
Cash |  | $ | 5,420,001 |
Receivables, net |  |  | 8,835,000 |
Other current assets |  |  | 430,427 |
Other assets |  |  | 900,007 |
Property and equipment, net |  |  | 156,690 |
Total assets |  | $ | 15,742,125 |
Liabilities and Stockholders’ Deficit
|  | September 30, 2018 |
Current liabilities |  | $ | 15,657,807 |
Other liabilities |  |  | 18,500,000 |
Stockholders’ deficit |  |  | (18,415,682 | )
Total liabilities and stockholders’ deficit |  | $ | 15,742,125 |
Statements of Operations
|  | Nine Months Ended September 30, 2018 |
Revenues |  | $ | 72,866,663 |
Expenses |  |  | 76,755,686 |
Loss before provision for income taxes |  |  | (3,889,023 | )
Provision for income taxes |  |  | 800 |
Net loss* |  | $ | (3,889,823 | )
| * | APC’s allocation of net loss commenced on September 21, 2018.
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 nine months ended September 30, 2018 and 2017, APC recorded income from this investment of $177,273 and $317,921 and $897,928 and $878,325, respectively, in the condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $2,537,929 and $1,847,411 as of September 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 nine months ended September 30, 2018 and 2017, APC recorded income from this investment of $130,685 and $5,389 and $260,045 and $11,381, respectively, in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $853,243 and $593,198 as of September 30, 2018 and December 31, 2017, respectively . Equity Method Investment Summary Investments in other entities – equity method consisted of the following:
|  | September 30, 2018 |  |  | December 31, 2017 |
Universal Care, Inc. |  | $ | 5,674,791 |  |  | $ | 8,609,455 |
LaSalle Medical Associates – IPA Line of Business |  |  | 8,667,419 |  |  |  | 9,452,767 |
Diagnostic Medical Group |  |  | 2,537,929 |  |  |  | 1,847,411 |
Pacific Medical Imaging & Oncology Center, Inc. |  |  | 1,442,264 |  |  |  | 1,400,693 |
Pacific Ambulatory Surgery Center, LLC |  |  | 853,243 |  |  |  | 593,198 |
Accountable Health Care IPA |  |  | 4,947,249 |  |  |  | - |
|  | $ | 24,122,895 |  |  | $ | 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 September 30, 2018. 531 W. College LLC’s balance sheet at September 30, 2018 is as follows: Balance Sheet
|  | September 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 nine months ended September 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 been completed as of September 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.

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI http://asc.fasb.org/topic&trid=2196965 + Details
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