Quarterly report pursuant to Section 13 or 15(d)

Investments in Other Entities ??? Equity Method

v3.21.2
Investments in Other Entities — Equity Method
6 Months Ended
Jun. 30, 2021
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Other Entities — Equity Method Investments in Other Entities — Equity Method
Rollforward of Equity Method Investment (in thousands)
December 31,
2020
Allocation of Income (Loss)
Contribution
Entity Consolidated June 30, 2021
LaSalle Medical Associates – IPA Line of Business
$ 13,047  $ (4,328) $ —  $ —  $ 8,719 
Pacific Medical Imaging & Oncology Center, Inc. 1,413  (30) —  —  1,383 
Diagnostic Medical Group 2,613  220  —  —  2,833 
531 W. College, LLC – related party
17,200  (115) —  —  17,085 
One MSO, LLC - related party 2,395  246  —  —  2,641 
Tag-6 Medical Investment Group, LLC - related party 4,516  195  —  —  4,711 
Tag-8 Medical Investment Group, LLC - related party 2,108  —  1,660  (3,768) — 
$ 43,292  $ (3,812) $ 1,660  $ (3,768) $ 37,372 
LaSalle Medical Associates — IPA Line of Business
LMA was founded by Dr. Albert Arteaga in 1996 and operates as an IPA delivering high-quality care to patients in Fresno, Kings, Los Angeles, Madera, Riverside, San Bernardino and Tulare Counties through its network of approximately 2,400 independently contracted primary care physicians and specialist providers. LMA’s patients are primarily served by Medi-Cal, but are also served by Blue Cross, Blue Shield, Molina, Health Net and Inland Empire Health Plan. 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. On December 18, 2020, the Company exercised its option to convert the promissory note totaling $6.4 million due from Dr. Arteaga into an additional 21.25% interest in LMA’s IPA line of business. As a result, APC-LSMA’s interest in LMA’s IPA line of business increased to 46.25%. 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, 2021 and 2020, APC recognized a loss from this investment of $3.6 million and income of $0.2 million, respectively, in the accompanying consolidated statements of income. For the six months ended June 30, 2021 and June 30, 2020, APC recognized a loss from this investment of $4.3 million and a $0.4 million, respectively, in the accompanying consolidated statements of income. The accompanying consolidated balance sheets include the related investment balances of $8.7 million and $13.0 million at June 30, 2021 and December 31, 2020, respectively.
LMA’s summarized balance sheets at June 30, 2021 and December 31, 2020, and summarized statements of operations for the six months ended June 30, 2021 and 2020, with respect to its IPA line of business are as follows (in thousands):
Balance Sheets
June 30,
2021
December 31,
2020
Assets
Cash and cash equivalents
$ —  $ 9,350 
Restricted cash $ 694  691 
Receivables, net
6,300  3,918 
Other current assets
—  881 
Loan receivable
2,250  2,250 
Total assets
$ 9,244  $ 17,090 
Liabilities and Stockholders’ Deficit
Current liabilities
$ 23,101  $ 21,589 
Stockholders’ deficit
(13,857) (4,499)
Total liabilities and stockholders’ deficit
$ 9,244  $ 17,090 
Statements of Operations
Six Months Ended June 30,
2021 2020
Revenues
$ 95,212  $ 92,113 
Expenses
104,570  93,680 
Net loss $ (9,358) $ (1,567)

Pacific Medical Imaging and Oncology Center, Inc.
Incorporated in California in 2004, 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 interest 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 $0.6 million and $0.4 million, for the three months ended June 30, 2021 and 2020, respectively, and fees of approximately $1.0 million and $1.0 million for the six months ended June 30, 2021 and 2020, 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. For the three months ended June 30, 2021 and 2020, APC recognized a loss from this investment of approximately $16,000 and $10,200, respectively, in the accompanying consolidated statements of income. For the six months ended June 30, 2021 and 2020, APC recognized a loss of $30,000 and income of $0.1 million, respectively, in the accompanying consolidated statements of income. The accompanying consolidated balance sheets had investment balances of $1.4 million and $1.4 million at June 30, 2021 and December 31, 2020, respectively.
Diagnostic Medical Group
In May 2016, David C.P. Chen M.D., individually, and APC-LSMA entered into a share purchase agreement whereby APC-LSMA acquired a 40% ownership interest in DMG.
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 June 30, 2021 and 2020, APC recognized income from this investment of $0.2 million and a loss of $0.1 million, respectively, in the consolidated statements of income. For the six months ended June 30, 2021 and 2020, APC recognized income from investment of $0.2 million and a loss of $0.1 million, respectively, in the consolidated statements of income. The accompanying consolidated balance sheets include the related investment balances of $2.8 million and $2.6 million as of June 30, 2021 and December 31, 2020, respectively.
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 owned 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.
In June 2018, 531 W. College, LLC closed its purchase of a non-operational hospital located in Los Angeles from Societe Francaise De Bienfaisance Mutuelle De Los Angeles, a California nonprofit corporation, for a total purchase price of $33.3 million. On April 23, 2019, NMM and APC entered into an agreement whereby NMM assigned and APC assumed NMM’s 25% membership interest in 531 W. College, LLC for approximately $8.3 million. Subsequently, APC has a 50% ownership in 531 W. College LLC with a total investment balance of approximately $16.1 million.
APC accounts for its investment in 531 W. College, LLC under the equity method of accounting as APC has the ability to exercise significant influence, but not control over the operations of this joint venture. For the three months ended June 30, 2021 and 2020, APC recognized a loss from this investment of $9,000 and $0.1 million, respectively, in the accompanying consolidated statements of income. For the six months ended June 30, 2021 and 2020, APC recorded a loss from this investment of $0.1 million and $0.2 million in the accompanying consolidated statements of income, respectively. The accompanying consolidated balance sheets include the related investment balances of $17.1 million and $17.2 million at June 30, 2021 and December 31, 2020, respectively.
531 W. College LLC’s balance sheets at June 30, 2021 and December 31, 2020, and statements of operations for the six months ended June 30, 2021 and 2020, are as follows (in thousands):
Balance sheets
June 30,
2021
December 31,
2020
Assets
Cash
$ 305  $ 648 
Other current assets
—  17 
Other assets
172  70 
Property and equipment, net
33,693  33,697 
Total assets
$ 34,170  $ 34,432 
Liabilities and Members’ Equity
Current liabilities
$ —  $ 32 
Stockholders’ equity
34,170  34,400 
Total liabilities and members’ equity
$ 34,170  $ 34,432 
Statements of Operation
Six Months Ended June 30,
2021 2020
Revenues
$ 116  $ — 
Expenses
344  579 
Loss from operations
(228) (579)
Other income
—  21 
Provision for income tax — 
Net loss
$ (230) $ (558)

One MSO LLC - Related Party
On December 31, 2020, using cash comprised solely of Excluded Assets, APC purchased a 50% membership interest in One MSO LLC (“One MSO”) for $2.4 million. One MSO owns an office building in Monterey Park, California that is currently being leased to tenants, including NMM. For the three months ended June 30, 2021, One MSO recognized income of $0.1 million in the accompanying consolidated statements of income. For the six months ended June 30, 2021, One MSO recognized income of $0.2 million in the accompanying consolidated statements of income. The accompanying consolidated balance sheets include the related investment balances of $2.6 million and $2.4 million at June 30, 2021 and December 31, 2020, respectively.

Tag-6 Medical Investment Group, LLC and Tag-8 Medical Investment Group, LLC - Related Party

On December 31, 2020, using cash comprised solely of Excluded Assets, APC purchased a 50% membership interest in Tag 6 for $4.5 million and a 50% membership interest in Tag 8 for $2.1 million. The Company reevaluated Tag 8 as a VIE since APC is a guarantor on the loan agreement between Tag 8 and MUFG Union Bank N.A. Based on the reevaluation, Tag 8 is a VIE and is consolidated by the Company.

Tag 6 shares common ownership with certain board members of APC and as such is considered a related party. For the three and six months ended June 30, 2021, Tag 6 recognized a loss of $0.2 million in the accompanying consolidated statements of income. The accompanying consolidated balance sheets include the Tag 6 investment of $4.7 million and $4.5 million at June 30, 2021 and December 31, 2020, respectively.
Investments in privately held entities that do not report net asset value
MediPortal, LLC
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 an approximately 2.8% ownership interest. In connection with the initial purchase, APC received a five-year warrant to purchase an additional 270,000 membership interests. A five-year option to purchase an additional 380,000 membership interests and a five-year warrant to purchase 480,000 membership interests were contingent upon the portal completion date. However, APC did not exercise the option after completion of the portal. 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.
AchievaMed
In July 2019, NMM and AchievaMed, Inc., a California corporation (“AchievaMed”), entered into an agreement in which NMM would purchase 50% of the aggregate shares of capital stock of AchievaMed over a period of time not to exceed five years. As a result of this transaction NMM invested $0.5 million for a 10% interest. The related investment balance of $0.5 million is included in investment in privately held entities in the accompanying consolidated balance sheets as of June 30, 2021.