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Investments in Other Entities | 3 Months Ended
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Mar. 31, 2019
Equity Method Investments and Joint Ventures [Abstract] |
Investments in Other Entities |
| 4. | Investments in Other Entities
Equity Method Investment Summary Investments in other entities – equity method consisted of the following:
|  | March 31, 2019 |  |  | December 31, 2018 |
Universal Care, Inc. |  | $ | 3,673,132 |  |  | $ | 2,635,945 |
LaSalle Medical Associates – IPA Line of Business |  |  | 5,980,923 |  |  |  | 7,054,888 |
Diagnostic Medical Group |  |  | 2,481,166 |  |  |  | 2,257,346 |
Pacific Medical Imaging & Oncology Center, Inc. |  |  | 1,429,960 |  |  |  | 1,359,494 |
Pacific Ambulatory Surgery Center, LLC |  |  | - |  |  |  | 285,198 |
Accountable Health Care IPA- related party |  |  | 4,202,958 |  |  |  | 4,977,957 |
531 W. College, LLC – related party |  |  | 16,226,184 |  |  |  | 16,273,152 |
MWN, LLC – related party |  |  | 33,000 |  |  |  | 33,000 |
|  | $ | 34,027,323 |  |  | $ | 34,876,980 |
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 313,000 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 $5.0 million 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, 2019 and 2018, APC recorded losses from this investment of $1.1 million and $0.4 million, respectively, in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $6.0 million and $7.1 million at March 31, 2019 and December 31, 2018, respectively. LMA’s summarized balance sheets at March 31, 2019 and December 31, 2018 and summarized statements of operations for the three months ended March 31, 2019 and 2018 with respect to its IPA line of business are as follows: Balance Sheets
|  | March 31, 2019 |  |  | December 31, 2018 |
Assets |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 204,981 |  |  | $ | 18,444,702 |
Receivables, net |  |  | 7,116,487 |  |  |  | 2,897,337 |
Other current assets |  |  | 3,526,319 |  |  |  | 5,459,442 |
Loan receivable |  |  | 2,250,000 |  |  |  | 1,250,000 |
Restricted cash |  |  | 673,204 |  |  |  | 667,414 |
Total assets |  | $ | 13,770,991 |  |  | $ | 28,718,895 |
Liabilities and Stockholders’ (Deficit) Equity
|  | March 31, 2019 |  |  | December 31, 2018 |
Current liabilities |  | $ | 16,185,769 |  |  | $ | 26,837,814 |
Stockholders’ (deficit) equity |  |  | (2,414,778 | ) |  |  | 1,881,081 |
Total liabilities and stockholders’ (deficit) equity |  | $ | 13,770,991 |  |  | $ | 28,718,895 |
Statements of Operations
|  | Three Months Ended March 31, 2019 |  |  | Three Months Ended March 31, 2018 |
Revenues |  | $ | 46,406,351 |  |  | $ | 52,983,791 |
Expenses |  |  | 50,702,210 |  |  |  | 54,002,458 |
Net loss |  | $ | (4,295,859 | ) |  | $ | (1,018,667 | )
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 $1.2 million 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 months ended March 31, 2019 and 2018 of approximately $0.7 million and $0.4 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 March 31, 2019 and 2018, APC recorded income (loss) from this investment of approximately $70,466 and $(26,025) respectively, in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $1.4 million at March 31, 2019 and December 31, 2018. 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 $10.0 million. 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, 2019 and 2018, the Company recorded income (loss) from this investment of approximately $1.0 million and $(20,202), respectively, in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $3.6 million and $2.6 million at March 31, 2019 and December 31, 2018, respectively. UCI’s balance sheets at March 31, 2019 and December 31, 2018 and statements of income for the three months ended March 31, 2019 and 2018 are as follows: Balance Sheets
|  | March 31, 2019 |  |  | December 31, 2018 |
Assets |  |  |  |  |  |  |  |
Cash |  | $ | 29,161,538 |  |  | $ | 27,812,520 |
Receivables, net |  |  | 49,693,015 |  |  |  | 46,978,703 |
Other current assets |  |  | 32,487,216 |  |  |  | 18,670,350 |
Other assets |  |  | 659,897 |  |  |  | 661,621 |
Property and equipment, net |  |  | 2,943,466 |  |  |  | 2,786,996 |
Total assets |  | $ | 114,945,132 |  |  | $ | 96,910,190 |
Liabilities and Stockholders’ Deficit
|  | March 31, 2019 |  |  | December 31, 2018 |
Current liabilities |  | $ | 104,980,771 |  |  | $ | 89,731,133 |
Other liabilities |  |  | 25,014,826 |  |  |  | 25,024,043 |
Stockholders’ deficit |  |  | (15,050,465 | ) |  |  | (17,844,986 | )
Total liabilities and stockholders’ deficit |  | $ | 114,945,132 |  |  | $ | 96,910,190 |
Statements of Income
|  | Three Months Ended March 31, 2019 |  |  | Three Months Ended March 31, 2018 |
Revenues |  | $ | 113,318,827 |  |  | $ | 72,665,437 |
Expenses |  |  | 111,408,456 |  |  |  | 72,154,950 |
Income before (benefit from) provision for income taxes |  |  | 1,910,371 |  |  |  | 510,487 |
(Benefit from) provision for income taxes |  |  | (210,667 | ) |  |  | 551,800 |
Net income (loss) |  | $ | 2,121,038 |  |  | $ | (41,313 | )
Accountable Health Care, IPA – Related Party 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 400 primary and 700 specialty care physicians, and eight community and regional hospital medical centers that provide quality health care services to more than 160,000 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 the three months ended March 31, 2019, the Company recorded losses from this investment of $0.8 million in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $4.2 million and $5.0 million at March 31, 2019 and December 31, 2018, respectively. Accountable’s balance sheet at March 31, 2019 and December 31, 2018 and statements of operations for the three months ended March 31, 2019 are as follows: Balance Sheets
|  | March 31, 2019 |  |  | December 31, 2018 |
Assets |  |  |  |  |  |  |  |
Cash |  | $ | 4,381,055 |  |  | $ | 5,582,837 |
Receivables, net |  |  | 11,246,477 |  |  |  | 11,246,477 |
Other current assets |  |  | 30,940 |  |  |  | 30,940 |
Other assets |  |  | 1,312,769 |  |  |  | 1,312,768 |
Property and equipment, net |  |  | 138,690 |  |  |  | 138,690 |
Total Assets |  | $ | 17,109,931 |  |  | $ | 18,311,712 |
Liabilities and Stockholders’ Deficit
|  | March 31, 2019 |  |  | December 31, 2018 |
Current Liabilities |  | $ | 18,723,556 |  |  | $ | 16,824,083 |
Other Liabilities |  |  | 19,500,000 |  |  |  | 19,500,000 |
Stockholders’ deficit |  |  | (21,113,625 | ) |  |  | (18,012,371 | )
Total liabilities and stockholders’ deficit |  | $ | 17,109,931 |  |  | $ | 18,311,712 |
Statement of Operation
|  | Three Months Ended March 31, 2019 |
Revenues |  | $ | 22,990,290 |
Expenses |  |  | 26,091,544 |
Loss before provision for income taxes |  |  | (3,101,254 | )
Provision for income taxes |  |  | - |
Net loss* |  | $ | (3,101,254 | )
| * | 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 $1.6 million. 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 months ended March 31, 2019 and 2018, APC recorded income from this investment of $0.2 million and $0.3 million, respectively, in the condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $2.5 million and $2.3 million as of March 31, 2019 and December 31, 2018, 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 $0.8 million. 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 accounted 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 months ended March 31, 2018, APC recorded income from this investment of $41,953 in the accompanying condensed consolidated statements of income. The accompanying condensed consolidated balance sheets include the related investment balance of $0.3 million as of December 31, 2018. During the three months ended March 31, 2019, the Company recognized an impairment loss of $0.3 million, which has been included in the loss from equity method investment line on the condensed consolidated statement of income, related to its investment in PASC as the Company does not believe it will recover its investment balance. In 2019, APC advanced $0.3 million to PASC for working capital purposes. The repayment of the advance is based on collections of PASC’s outstanding AR, and accordingly, the entire amount has been classified under “Other Assets” in the accompanying condensed consolidated balance sheets in the amount of $0.3 million as of March 31, 2019. 531 W. College LLC – Related Party 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 $16.7 million, $8.3 million, and $8.3 million, 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 $33.3 million. In June 2018, APC, NMM and AMHC Healthcare, Inc. on behalf of CSI, wired $8.3 million, $8.3 million and $16.7 million, 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 March 31, 2019 and December 31, 2018. As of March 31, 2019, NMM and APC has recorded losses from its investment in 531 W. College LLC of $23,484, respectively, in the accompanying condensed consolidated statement of income. The accompanying condensed consolidated balance sheet includes the related investment balance of $16.2 million related to NMM and APC’s investment at March 31, 2019. 531 W. College LLC’s balance sheets at March 31, 2019 and December 31, 2018 and the statements of operations for the three months ended March 31, 2019 is as follows:
Balance Sheet
|  | March 31, 2019 |  |  | December 31, 2018 |
Assets |  |  |  |  |  |  |  |
Cash |  |  | 341,969 |  |  |  | 158,088 |
Other current assets |  |  | 78,677 |  |  |  | 16,137 |
Other assets |  |  | 70,000 |  |  |  | 70,000 |
Property and equipment, net |  | $ | 33,394,792 |  |  | $ | 33,394,792 |
Total assets |  | $ | 33,885,438 |  |  | $ | 33,639,017 |
Liabilities and Members’ Equity |  |  |  |  |  |  |  |
Current liabilities |  | $ | 1,433,070 |  |  | $ | 1,007,413 |
Stockholders’ equity |  |  | 32,452,368 |  |  |  | 32,631,604 |
Total liabilities and members’ equity |  | $ | 33,885,438 |  |  | $ | 33,639,017 |
Statements of Operation
|  | March 31, 2019 |
Revenues |  |  | - |
Expenses |  |  | 468,560 |
Loss from operations |  |  | (468,560 | )
Other Income |  | $ | 289,325 |
Net loss* |  | $ | (179,235 | )
| * | The Company’s investment in 531 W. College commenced on June 27, 2018.
MWN LLC – Related Party On December 18, 2018, NMM along with 6 Founders LLC, a California limited liability company doing business as Pacific6 Enterprises (“Pacific6”), and Health Source MSO Inc., a California corporation (“HSMSO”) entered into an operating agreement to govern MWN Community Hospital, LLC and the conduct of its business and to specify their relative rights and obligations. NMM, Pacific6, and HSMSO each owns 33.3% of the membership shares based on each member’s initial capital contributions of $3,000 and working capital contributions of $30,000. The accompanying condensed consolidated balance sheets include the related investment balance of $33,000 as of March 31, 2019 and December 31, 2018, respectively. 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 $0.4 million 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 March 31, 2019. 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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