ASC

ASC 810-954

Health Care Entities

810 Consolidation

Download JSONDownload Markdown17 paragraphs · 6 sectionsJump to summary

Source downloaded: .Record version ab91ed5fd77f. Effective date must be checked in the source.

In brief

AdvancedConsolidationIndustry-specificNot-for-profitPresentation

This Subtopic routes health care entities to the right consolidation model depending on whether the reporting entity is investor-owned or a not-for-profit, business-oriented health care entity. Investor-owned providers apply the VIE Subsections first, then the General Subsections and the Consolidation of Entities Controlled by Contract Subsections of 810-10; NFP health care entities are exempt from the VIE model (unless used to circumvent it) and instead apply 810-10 General/controlled-by-contract guidance for for-profit investees and Subtopic 958-810 for relationships with other NFPs. It also treats sole corporate membership in an NFP as a controlling financial interest and requires malpractice trust funds to be included in the entity's financial statements.

Key points (7)
  • An investor-owned health care entity must first test whether an entity it holds an interest in is a VIE under 810-10-15-14 and apply the VIE Subsections; if not a VIE, it applies only the General Subsections of 810-10 to assess a controlling financial interest (810-954-15-2(a)-(b)).
  • Contractual management relationships (for example, with a physician practice) are evaluated under the Consolidation of Entities Controlled by Contract Subsections of Subtopic 810-10 (810-954-15-2(c), 810-954-15-3(c), 810-954-60-1).
  • Not-for-profit, business-oriented health care entities are not subject to the VIE Subsections unless the NFP is used by a business entity in a manner similar to a VIE to circumvent those provisions, though the NFP may be a related party under 810-10-25-42 through 25-44 (810-954-15-3(a); 810-954-45-2).
  • An NFP health care entity's relationships with other NFPs involving control, an economic interest, or both are evaluated under Subtopic 958-810; general or limited partner interests in for-profit limited partnerships (or functionally equivalent LLCs) follow 958-810-25-11 through 25-29 (810-954-15-3(dd), (f)).
  • Sole corporate membership in a not-for-profit entity, like ownership of a majority voting interest in a for-profit entity, is a controlling financial interest unless control does not rest with the sole corporate member (e.g., bankruptcy or severe legal or contractual limitations) (810-954-45-3A); supermajority board voting requirements may overcome the presumption of control (810-954-45-2).
  • A noncontrolling interest is provided only if represented by an economic interest that shares in operating results or the residual interest upon dissolution (810-954-45-3B), and an entity required to be consolidated cannot instead be reported at fair value under 958-325-35-6 (810-954-45-3C).
  • A malpractice trust fund, whether legally revocable or irrevocable, generally is included in the health care entity's financial statements—split between current and noncurrent assets, with its revenues and administrative expenses in the statement of operations—and its existence and revocability must be disclosed (810-954-45-4; 810-954-50-1).

For students. Exam traps here are (1) forgetting that NFP business-oriented health care entities are scoped out of the VIE model and instead use 958-810, and (2) assuming sole corporate membership is not "ownership"—it is treated as a controlling financial interest. Also remember a noncontrolling interest is presented only when the holder actually shares in operating results or residual net assets.

controlling financial interestsole corporate membershipvariable interest entity scope exceptionentities controlled by contractphysician practice managementnoncontrolling interesteconomic interestmalpractice trust fund

Machine-generated study aid for ASC 810-954. Check the source paragraphs below.

810-954-00Status

Source downloaded: .Record version ebd74e31daae. Effective date must be checked in the source.

810-954-05Overview and Background

Source downloaded: .Record version d2689c5bc56d. Effective date must be checked in the source.

810-954-05-1
This Subtopic addresses consolidation accounting for health care entities within the scope of this Topic.
810-954-05-2
An integrated health care system typically consists of multiple related entities, operating both for-profit entities and not-for-profit entities (NFPs). A not-for-profit parent entity may be the sole corporate member or, through other means, it may control other entities such as a not-for-profit hospital, a not-for-profit medical foundation that contracts with a for-profit physician group, or other not-for-profit providers such as a long-term care center, a substance abuse center, a surgery center, or an outpatient clinic. The system also may own stock in various for-profit ventures such as health maintenance organizations or insurance entities that may or may not provide patient care. Fundraising typically is accomplished through a separate foundation. Foundations, auxiliaries, guilds, and similar entities frequently assist and, in many instances, are related to the health care entity.
810-954-05-3
The rights and powers of the controlling entity may vary depending on the legal structure of the controlled entity and the nature of control. The majority owner of a for-profit entity's voting stock or the sole corporate member of an NFP may not only have the ability to determine the direction of the controlled entity but also have the proportionate right to (or the responsibility for) operating results and a residual interest in the net assets upon dissolution. However, in other situations, the rights of the controlling party may be more limited. For example, in the case of a sole general partner in a limited partnership, the limited partners—and not the general partner—may be entitled to the net assets upon dissolution.

810-954-15Scope and Scope Exceptions

Source downloaded: .Record version 6aa470c039d2. Effective date must be checked in the source.

Overall Guidance

810-954-15-1
This Subtopic follows the same Scope and Scope Exceptions as outlined in the Overall Subtopic, see Section 954-10-15.

Entities

810-954-15-2
If the reporting entity is an investor-owned health care entity, this Subtopic provides consolidation guidance for reporting relationships with other entities in addition to the guidance in the following locations:
  1. a
    Pursuant to paragraph 810-10-15-3(a), if an investor-owned health care entity has an interest in an entity, it must determine whether that entity is within the scope of the Variable Interest Entities Subsections of Subtopic 810-10 pursuant to paragraph 810-10-15-14. If that entity is within the scope of the Variable Interest Entities Subsections, the investor-owned health care entity shall first apply the guidance in those Subsections. Paragraph 810-10-15-17 provides specific exceptions to applying the Variable Interest Entities Subsections.
  2. b
    Pursuant to paragraph 810-10-15-3(b), if the investor-owned health care entity has an interest in an entity that is not within the scope of the Variable Interest Entities Subsections of Subtopic 810-10 and is not within the scope of the Subsections mentioned in paragraph 810-10-15-3(c), it shall use only the guidance in the General Subsections of Subtopic 810-10 to determine whether that interest constitutes a controlling financial interest.
  3. c
    Pursuant to paragraph 810-10-15-3(c), if the investor-owned health care entity has a contractual management relationship with another entity (for example, a physician practice) and that other entity is not within the scope of the Variable Interest Entities Subsections of Subtopic 810-10, it shall use the guidance in the Consolidation of Entities Controlled by Contract Subsections of Subtopic 810-10 to determine whether the arrangement constitutes a controlling financial interest.
  4. d
    Subparagraph superseded by Accounting Standards Update No. 2015-02.
  5. e
    Pursuant to Section 810-30-15, if the investor-owned health care entity is a sponsor in a research and development arrangement, it shall apply the guidance in Subtopic 810-30.
810-954-15-3
If the reporting entity is a not-for-profit business-oriented health care entity, this Subtopic provides consolidation guidance for reporting relationships with other entities in addition to the guidance in the following locations:
  1. a
    Pursuant to paragraph 810-10-15-17, not-for-profit business-oriented health care entities are not subject to the Variable Interest Entities Subsections of Subtopic 810-10 unless the not-for-profit entity is used by a business entity in a manner similar to a VIE in an effort to circumvent the provisions of those Subsections.
  2. b
    If the not-for-profit, business-oriented health care entity has an investment in a for-profit entity, it shall use the guidance in the General Subsections of Subtopic 810-10 to determine whether that interest constitutes a controlling financial interest.
  3. c
    If the not-for-profit, business-oriented health care entity has a contractual management relationship with another entity (for example, a physician practice), it shall use the guidance in the Consolidation of Entities Controlled by Contract Subsections of Subtopic 810-10 to determine whether the arrangement constitutes a controlling financial interest.
  4. d
    Subparagraph superseded by Accounting Standards Update No. 2015-02.
  5. dd
    If the not-for-profit, business-oriented health care entity is the general partner or limited partner of a for-profit limited partnership or similar legal entity (such as a limited liability company that has governing provisions that are the functional equivalent of a limited partnership), it shall apply the guidance in paragraphs
    958-810-25-11 through 25-29
    and
    958-810-55-16A through 55-16I
    .
  6. e
    If the not-for-profit, business-oriented health care entity is a sponsor in a research and development arrangement, it shall apply the guidance in Subtopic 810-30.
  7. f
    If the not-for-profit, business-oriented health care entity has a relationship with another not-for-profit entity that involves control, an economic interest, or both, it shall apply the guidance in Subtopic 958-810.
  8. g
    If the not-for-profit, business-oriented health care entity is engaged in leasing transactions with a special-purpose-entity (SPE) lessor, it shall consider whether it should consolidate the lessor in accordance with the guidance in paragraphs
    958-810-25-8 through 25-10
    .
  9. h
    Except where it elects to report such interests at fair value in accordance with the Fair Value Option Subsections of Subtopic 825-10, a not-for-profit, business-oriented health care entity that owns 50 percent or less of the common voting stock of an investee and can exercise significant influence over operating and financial policies shall apply the guidance in Subtopic 323-10.
  10. i
    Except where it elects to report such interests at fair value in accordance with the Fair Value Option Subsections of Subtopic 825-10, a not-for-profit, business-oriented health care entity shall report noncontrolling interests in for-profit real estate partnerships, limited liability entities, and similar entities over which the reporting entity has more than a minor interest under the equity method in accordance with the guidance in Subtopic 970-323. A not-for-profit, business-oriented health care entity shall apply the guidance in paragraph 970-323-25-2 to determine whether its interest in a for-profit partnership, limited liability entity, or similar entity is a controlling interest or a noncontrolling interest. A not-for-profit, business-oriented health care entity shall apply the guidance in paragraph 323-30-35-3 to determine whether a limited liability entity should be viewed as similar to a partnership, as opposed to a corporation, for purposes of determining whether a noncontrolling interest in a limited liability entity or a similar entity should be accounted for in accordance with Subtopic 970-323 or Subtopic 323-10.
Transition date:(P) December 16, 2026; (N) December 16, 2026Transition guidance:
105-10-65-10If the reporting entity is a not-for-profit business-oriented health care entity, this Subtopic provides consolidation guidance for reporting relationships with other entities in addition to the guidance in the following locations:
  1. a
    Pursuant to paragraph 810-10-15-17, not-for-profit business-oriented health care entities are not subject to the Variable Interest Entities Subsections of Subtopic 810-10 unless the not-for-profit entity is used by a business entity in a manner similar to a VIE in an effort to circumvent the provisions of those Subsections.
  2. b
    If the not-for-profit, business-oriented health care entity has an investment in a for-profit entity (other than a limited partnership or similar legal entity [such as a limited liability company that has governing provisions that are the functional equivalent of a limited partnership]), it shall use the guidance in the General Subsections of Subtopic 810-10 to determine whether that interest constitutes a controlling financial interest.
  3. c
    If the not-for-profit, business-oriented health care entity has a contractual management relationship with another entity (for example, a physician practice), it shall use the guidance in the Consolidation of Entities Controlled by Contract Subsections of Subtopic 810-10 to determine whether the arrangement constitutes a controlling financial interest.
  4. d
  5. dd
    If the not-for-profit, business-oriented health care entity is the general partner or limited partner of a for-profit limited partnership or similar legal entity (such as a limited liability company that has governing provisions that are the functional equivalent of a limited partnership), it shall apply the guidance in paragraphs
    958-810-25-11 through 25-29
    and
    958-810-55-16A through 55-16I
    .
  6. e
    If the not-for-profit, business-oriented health care entity is a sponsor in a research and development arrangement, it shall apply the guidance in Subtopic 810-30.
  7. f
    If the not-for-profit, business-oriented health care entity has a relationship with another not-for-profit entity that involves control, an economic interest, or both, it shall apply the guidance in Subtopic 958-810.
  8. g
    If the not-for-profit, business-oriented health care entity is engaged in leasing transactions with a special-purpose-entity (SPE) lessor, it shall consider whether it should consolidate the lessor in accordance with the guidance in paragraphs
    958-810-25-8 through 25-10
    .
  9. h
    Except where it elects to report such interests at fair value in accordance with the Fair Value Option Subsections of Subtopic 825-10, a not-for-profit, business-oriented health care entity that owns 50 percent or less of the common voting stock of an investee and can exercise significant influence over operating and financial policies shall apply the guidance in Subtopic 323-10.
  10. i
    Except where it elects to report such interests at fair value in accordance with the Fair Value Option Subsections of Subtopic 825-10, a not-for-profit, business-oriented health care entity shall report noncontrolling interests in for-profit real estate partnerships, limited liability entities, and similar entities over which the reporting entity has more than a minor interest under the equity method in accordance with the guidance in Subtopic 970-323. A not-for-profit, business-oriented health care entity shall apply the guidance in paragraph 970-323-25-2 to determine whether its interest in a for-profit partnership, limited liability entity, or similar entity is a controlling interest or a noncontrolling interest. A not-for-profit, business-oriented health care entity shall apply the guidance in paragraph 323-30-35-3 to determine whether a limited liability entity should be viewed as similar to a partnership, as opposed to a corporation, for purposes of determining whether a noncontrolling interest in a limited liability entity or a similar entity should be accounted for in accordance with Subtopic 970-323 or Subtopic 323-10.

810-954-45Other Presentation Matters

Source downloaded: .Record version a1a3a0768b37. Effective date must be checked in the source.

810-954-45-1
Whether the financial statements of a reporting health care entity and those of one or more other for-profit entities or not-for-profit entities (NFPs) shall be consolidated, whether those other entities shall be reported using the equity method, and the extent of disclosure that is be required (if any) if consolidated financial statements are not presented, shall be based on the nature of the relationship between the entities. See paragraphs
954-810-15-2 through 15-3
.
810-954-45-2
Paragraph 958-810-25-2A explains that, in some situations, certain actions require approval by a supermajority vote of the board. That paragraph states that such voting requirements might overcome the presumption of control by the owner or holder of a majority voting interest. (For related implementation guidance, see paragraph 958-810-55-4A.) Pursuant to paragraph 810-10-15-17(a) a not-for-profit, business-oriented health care entity is not subject to the Variable Interest Entities Subsections of Subtopic 810-10, except that it may be a related party for purposes of applying paragraphs
810-10-25-42 through 25-44
. Also, if a not-for-profit, business-oriented health care entity is used by business entities in a manner similar to a variable interest entity (VIE) in an effort to circumvent the provisions of the Variable Interest Entities Subsections of Subtopic 810-10, that not-for-profit entity shall be subject to the Variable Interest Entities Subsections of that Subtopic.
810-954-45-3A
A parent corporation typically owns stock in a for-profit entity, whereas a sole corporate member holds membership rights in a not-for-profit entity. Sole corporate membership in a not-for-profit entity, like ownership of a majority voting interest in a for-profit entity, shall be considered a controlling financial interest, unless control does not rest with the sole corporate member (for instance, if the other [membership] entity is in bankruptcy or if other legal or contractual limitations are so severe that control does not rest with the sole corporate member).
810-954-45-3B
When consolidated financial statements are required or permitted by Section 958-810-25, a noncontrolling interest shall be provided if such interest is represented by an economic interest whereby the noncontrolling interest would share in the operating results or residual interest upon dissolution. (See presentation and disclosure requirements in Sections 958-810-45 and 958-810-50, respectively.)
810-954-45-3C
Not-for-profit, business-oriented health care entities shall not report an investment in an entity at fair value, as described in paragraph 958-325-35-6, if that entity is required to be consolidated.

Medical Malpractice Claims

810-954-45-4
In general, a trust fund, whether legally revocable or irrevocable, shall be included in the financial statements of the health care entity. A portion of the fund equal to the amount of assets expected to be liquidated to pay malpractice claims classified as current liabilities shall be classified as a current asset; the balance of the fund, if any, shall be classified as a noncurrent asset. Revenues and administrative expenses of the trust fund are included in the statement of operations. In some circumstances, the foregoing may not be possible (for example, if a common trust fund exists for a group of health care entities; if the health care entity is part of a common municipality risk-financing internal service fund; or if the legal, regulatory, or indenture restrictions prevent the inclusion of a trust fund in a health care entity's financial statements).

810-954-50Disclosure

Source downloaded: .Record version 7226185c2b70. Effective date must be checked in the source.

Medical Malpractice Trust Fund

810-954-50-1
The existence of the trust fund and whether it is irrevocable shall be disclosed in the financial statements.

Noncontrolling Interests

810-954-50-2
A not-for-profit, business-oriented health care entity shall include the performance indicator in the schedule required by paragraphs
958-810-50-4 through 50-5
. Paragraph 958-810-55-25 illustrates the required disclosure using a reconciling schedule in notes to the consolidated financial statements.

810-954-60Relationships

Source downloaded: .Record version 091160cedf59. Effective date must be checked in the source.

Consolidations

810-954-60-1
For contractual arrangements between entities that are in business to practice and dispense medicine (physician practices) and entities that are in business to manage the operations of those physician practices (physician practice management entities), see the Consolidation of Entities Controlled by Contract Subsections of Subtopic 810-10.

Related subtopics