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AICPA Technical Practice Aids, Section 6400, states that since there is joint control in a joint operating agreement (ie, no party controls the venture), consolidation would not be appropriate Instead, such agreements should be accounted for similar to a corporate joint venture using the equity method of accounting Since the transaction would not re ect the culmination of the earnings process, the venturers basis in the investment would be reported at net book value (u) BUSINESS COMBINATIONS FASB Statement No 141, Business Combinations, addresses nancial accounting and reporting for business combinations Detailed considerations related to FASB No 141 are discussed in 12 of this book Considerations related to the applicability of FAS No 141 to not-for-pro t and governmental HCOs are discussed below (i) Combinations Involving Not-for-Pro t Organizations Issues similar to those deliberated for business organizations in connection with FASB Statement No 141, Business Combinations, will be deliberated in the course of FASB s project on Combinations of Not-for-Pro t Organizations As a result of that project, most combination transactions involving not-for-pro t organizations are excluded from the scope of FAS No 141 These include combination transactions involving two or more not-for-pro t organizations or transactions in which a not-for-pro t organization acquires a for-pro t organization For these types of combinations, existing GAAP (discussed below) does not change until a nal FASB standard on not-for-pro t combinations is issued and effective Not-for-pro t transactions that must be accounted for in accordance with FAS No 141 include (1) acquisitions of not-for-pro t organizations by for-pro t organizations and (2) acquisitions made by for-pro t subsidiaries of not-for-pro t organizations In the latter case, when the subsidiary s nancial statements are rolled up into the consolidated nancial statements of the not-for-pro t parent, FAS No 141 continues to apply; that is, the transactions reported in the subsidiary s nancial statements should not be converted to the standards followed by the not-for-pro t parent as a result of consolidation Existing GAAP for combinations involving not-for-pro t HCOs is provided by APB Opinion No 16, Business Combinations, and the health care Guide Most combinations involving two or more not-for-pro t HCOs involve the formation of a new entity without the exchange of any consideration 11 of Health Care Organizations notes that while APB has been superseded by FAS No 141, it continues to provide a useful framework when evaluating combination transactions entered into by not-for-pro t HCOs Because the conditions for applying the pooling-of-interests method of accounting under APB No 16 generally include an exchange of common stock of the combining entities, not-for-pro t transactions that do not involve the exchange of consideration generally would not meet APB No 16 s speci c conditions for applying the pooling method Even so, the Audit Guide states that circumstances exist under which reporting on the combination of two or more not-for-pro t organizations (or that of a not-for-pro t organization with a formerly for-pro t entity) by the pooling-of-interests method better re ects the substance of the transaction that reporting by the purchase method Therefore, not-for-pro t organizations are, under some circumstances, permitted to report by the pooling-of-interests method 11 of the Guide provides the following factors to consider when evaluating these transactions
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so on, the transaction is accounted for similar to a purchase under APB No 16 For example, in an asset acquisition transaction (a type of purchase accounting), the transferor company s assets pass to the acquirer in accordance with the terms of the contract, and the acquiring company generally is not obligated to pay any of the transferor company s debts or to be responsible for any of the transferor s other liabilities unless it agrees to do so under the acquisition agreement In practice, however, the purchaser usually assumes at least some of the transferor s liabilities In many cases, the transferor will be required under bond indentures to arrange for an assumption of its debt by the purchaser (or, instead, to pay off its debt) At
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