These two appeals consider the proper treatment under the Medicare Act of interest and depreciation costs incurred by a health care provider in converting from for-profit to non-profit legal status, in providing hospital food services, and in operating a hospital snack bar. The district court, in an unpublished opinion,1 entered summary judgment for appellant, the Monsour Medical Center ("Center") on the "conversion costs" issue. It found that the Provider Reimbursement Review Board ("PRRB" or "Board") decision denying reimbursement for these costs2 was not supported by substantial evidence on the record, and remanded the matter to the PRRB "with instructions to properly reimburse [appellant] for these costs." Cross-Appellant, the Secretary of Health and Human Services ("Secretary"), appeals from this judgment. We will direct that the district court's award of summary judgment on this issue to the Center be vacated and that summary judgment be entered in favor of the Secretary. The district court also entered summary judgments for the Secretary, finding that the PRRB's decisions allocating certain dietary costs to the Center's nonreimbursable snack bar and denying reimbursement for employee snack bar meals were supported by substantial evidence. The Center appeals from these judgments. We will affirm these summary judgments of the district court.

This complicated story began, for our purposes, with the establishment in 1952 of a private hospital, the Monsour Hospital and Clinic, Inc. of Jeanette, Pennsylvania. The founders and sole shareholders of this Pennsylvania for-profit corporation were three brothers, Doctors Howard, Robert and Roy Monsour, and their parents. A fourth brother, Doctor William Monsour, became involved in this corporation at a later date. In 1966, subsequent to the passage of Title XVIII of the Social Security Act, 79 Stat. 291, as amended, 42 U.S.C. Sec. 1395 et seq. (1982), commonly known as the Medicare Act, Robert, Roy and William Monsour, their mother, Eva Monsour, and their cousin, Doctor Omar Ayoub, created the Monsour Medical Foundation ("Foundation"), a Pennsylvania non-profit corporation. Their plan, soon realized, was for the Foundation to assume control of the hospital. On May 17, 1975, these five Monsour family members, who at that time owned all of the Monsour Hospital and Clinic stock, together sold 3.5 percent of this stock in their hospital to the Foundation for $500,000. At or about the same time, the family members donated an additional 46.7 percent of their outstanding stock, valued at $7,064,765, to the Foundation.3 The hospital then redeemed the remaining 49.8 percent of its outstanding stock from these Monsour family members by signing a fifteen-year installment note of $7.5 million. Interest due on this note was, after the first five years,4 pegged to the prime rate,5 and the note was secured by a second mortgage on the hospital's real estate holdings. These three transactions, which left the Foundation as the sole stockholder in the hospital and the five Monsour family members as its mortgagees, constituted the financial aspects of the conversion. The hospital, now owned by the Foundation, was subsequently reorganized as a Pennsylvania non-profit corporation and renamed the Monsour Medical Center.

In addition to these financial complexities, this case also involves a web of corporate governing bodies. As the incorporators of and stockholders in the original for-profit hospital, the Monsour brothers sat on its corporate board and served as its corporate officers. Prior to the May, 1975 stock sale, donation and redemption, they resigned. The Foundation, at the May 19, 1975 meeting where it approved the conversion, appointed a new hospital board and slate of officers consisting of no Monsour family members. In addition, five family members (Howard, Robert, Roy and William Monsour, and Ayoub) were the Foundation's original trustees, and they appointed the eight additional trustees who served with them as the Foundation Board of Directors. This Board subsequently created a six-member Executive Committee to oversee operations of both the Foundation and the Center.

For the hospital cost years in issue here, Blue Cross and Blue Shield of Western Pennsylvania ("Blue Cross") served as the government's fiscal intermediary under the Medicare program.6 Until April, 1981, Blue Cross reimbursed the Center for the conversion-related interest and depreciation expenses; at that time, Blue Cross disallowed reimbursement for these expenses and reclaimed all such expenses it had previously paid to the Center, claiming that the conversion had not been an arm's length transaction between unrelated parties. The Secretary subsequently invoked this same reason for disallowing, in December, 1981, the reimbursement of appellant's conversion-related expenses. Appellant maintains that these actions affect "$2,117,842 in previously-reimbursed depreciation and interest expenses [for fiscal years 1977-1980] ... [and] $1,560,482 in depreciation and interest expenses for [fiscal year] 1981." Brief for Appellant at 13. As a result, these actions in 1981 "reduced Medicare reimbursement to the [Center] by approximately $1,381,000." Id.7

Blue Cross, seeking both recovery of damages in the amount of its previous reimbursements for what it subsequently determined were not reimbursable costs and a declaratory judgment that the Center's conversion costs were as a matter of law not reimbursable under Medicare, sued the Center, the Monsour brothers and the Monsour Hospital and Clinic, Inc., the former owner of the Center, in Pennsylvania state court in 1982. These defendants filed counterclaims against Blue Cross seeking damages for defamation and a declaration that the conversion costs were reimbursable as a matter of law. After a three-week bench trial, the state court8 declared in 1983 for the defendants that, because the hospital sale involved unrelated parties,9 the conversion costs were reimbursable under the Medicare program through Blue Cross, the intermediary. Blue Cross of W. Pa. v. Monsour Medical Center, No. GD 82-4968 (Pa.Ct. Common Pleas Feb. 2, 1983).10 Following the state court decision, the Secretary continued to disallow reimbursement for the Center's conversion-related costs. The Center then challenged the Secretary's refusal to reimburse by filing a complaint with the PRRB. On October 6 and 7, 1983, a PRRB hearing was held, as provided by statute, see 42 U.S.C. Sec. 1395oo(a) (Supp. III 1985), to assess the Center's contentions on six distinct Medicare reimbursement issues. The PRRB found, inter alia, that the Foundation trustees who approved the conversion transactions

were acting as surrogates of the [Monsour] family to implement the final stages of a corporate long-term plan [that] had been adopted by the Foundation in a prior period when it was controlled by the Monsour family.... There is no question that the Family, the Foundation, and the [hospital] were related when the entire transaction was specifically planned. The fact that the transaction was executed almost precisely as planned demonstrates the continuation of substantial control in fact.

Monsour Medical Center v. Blue Cross & Blue Shield Ass'n/Blue Cross of W. Pa., PRRB Hearing Dec. No. 80-24, at 20 (June 14, 1984); Appellant's App. at A64. This June 14, 1984 PRRB decision11 was subsequently adopted by the Secretary, and the Center appealed the Board's adverse determinations to the district court.

Federal court jurisdiction to review a final decision of the PRRB affirmed by the Secretary is conferred by 42 U.S.C. Sec. 1395oo(f)(1) (Supp. III 1985). Under the express terms of the Administrative Procedure Act ("A.P.A."), 5 U.S.C. Secs. 551-59 & 701-06 (1982), the "action, findings, and conclusions" of such "an agency hearing provided by statute" are to be held "unlawful and set aside" by the reviewing court if they are "unsupported by substantial evidence." 5 U.S.C. Sec. 706(2)(E) (1982). "In making the foregoing determinations, the court shall review the whole record...." Id. Accord 42 U.S.C. Sec. 405 (1982) ("The findings of the Secretary as to any fact, if supported by substantial evidence, shall be conclusive....").

We are, in effect, the second "appellate" court to consider the factual bases of PRRB's challenged findings. Our review applies, as did the district court's, the substantial evidence test. In an attempt to clarify the practical meaning of this test, we set forth the oft-quoted language of the Supreme Court:

"[s]ubstantial evidence is more than a mere scintilla. It means such relevant evidence as a reasonable mind might accept as adequate to support a conclusion." ... Accordingly, it "must do more than create a suspicion of the existence of the fact to be established.... [I]t must be enough to justify, if the trial were to a jury, a refusal to direct a verdict when the conclusion sought to be drawn from it is one of fact for the jury."

Universal Camera Corp. v. NLRB, 340 U.S. 474, 477, 71 S. Ct. 456, 459, 95 L. Ed. 456 (1951) (citations omitted). See also D & D Distribution Co. v. NLRB, 801 F.2d 636, 638 (3d Cir.1986). The test

requir[es] that the evidence be "substantial" after the reviewing court takes into account "whatever in the record [fairly] detracts from its weight." Thus, the evidence must be sufficient to support the conclusion of a reasonable person after considering the evidentiary record as a whole, not just the evidence that is consistent with the agency's finding.

R. Pierce, S. Shapiro & P. Verkuil, Administrative Law & Process 358-59 (1985) (quoting Universal Camera, 340 U.S. at 488, 71 S.Ct. at 465). Overall, this test is deferential, and we grant similar deference to agency inferences from facts if those inferences are supported by substantial evidence, "even [where] this court acting de novo might have reached a different conclusion." Hunter Douglas, Inc. v. NLRB, 804 F.2d 808, 812 (3d Cir.1986) (citations omitted). Our review of an agency's interpretation of legal precepts, as demonstrated by its application of such precepts to the facts, is, of course, plenary. See D & D Distribution Co., 801 F.2d at 638 (citing Allbritton Communications Co. v. NLRB, 766 F.2d 812, 817 (3d Cir.1985), cert. denied, --- U.S. ----, 106 S. Ct. 850, 88 L. Ed. 2d 891 (1986)). The Court's role in conducting such review "is not to impose its own interpretation of the ... regulation, but instead to defer to [an agency's] position so long as it is reasonable." Butler County Memorial Hosp. v. Heckler, 780 F.2d 352, 355 (3d Cir.1985) (citing Presinzano v. Hoffman-La Roche, Inc., 726 F.2d 105, 111 (3d Cir.1984)). In sum, so long as an agency's factfinding is supported by substantial evidence, reviewing courts lack power to reverse either those findings or the reasonable regulatory interpretations that an agency manifests in the course of making such findings of fact.12

Appellant Monsour Medical Center seeks Medicare reimbursement for the sizable interest expenses it incurred pursuant to its 1975 mortgage agreement with members of the Monsour family. It also seeks Medicare reimbursement, at a "stepped up" basis that reflects the price at which it purchased the hospital from Monsour family members in 1975, for its depreciation expenses since the conversion. The district court granted the Center's motion for summary judgment on these issues, and the Secretary, as cross-appellant, now appeals from that portion of the district court's order. At issue in this cross-appeal are reimbursement claims dating back to fiscal year 1977. To assess the validity of the PRRB's treatment of these claims, we turn first to the applicable federal regulations.

According to the Medicare regulations, a health care provider's interest expenses are an allowable cost (i.e., reimbursable) if they are "paid to a lender not related through control or ownership, or personal relationship to the borrowing organization." 42 C.F.R. Sec. 405.419(b)(3)(ii) (1985). As to determining the proper cost basis of a provider (i.e., the purchase price figure from which its depreciation costs are to be calculated), the regulations provide that, "[i]f the purchaser cannot demonstrate that the sale was bona fide, ... [its] cost basis shall not exceed the seller's cost basis, less accumulated depreciation."13 42 C.F.R. Sec. 405.415(g)(3) (1985). For both determinations,14 the crucial inquiry concerns the relationship between the Foundation and the Monsour family (i.e., the buyer and the seller of the hospital facility). The "related organizations" provision, 42 C.F.R. Sec. 405.427 (1985),15 which provides for the allowance of certain costs incurred by a provider's "relatives," offers these definitions of "organizations related to the provider by common ownership or control:"

(b) Definitions--(1) Related to provider. Related to the provider means that the provider to a significant extent is associated or affiliated with or has control of or is controlled by the organization furnishing the services, facilities, or supplies.

(2) Common ownership. Common ownership exists when an individual or individuals possess significant ownership or equity in the provider and the institution or organization serving the provider.

(3) Control. Control exists where an individual or an organization has the power, directly or indirectly, significantly to influence or direct the actions or policies of an organization or institution.

Id. Applying this precise definition of "control" as the governing legal precept in this matter, we will hold that substantial evidence on the record supported the PRRB's finding that the Foundation and the Monsour family were related parties at the time of the conversion.

The PRRB and the district court, in their respective analyses of these reimbursement issues, disagreed fundamentally on the proper application of the relevant Medicare regulations. In assessing the "relatedness" of the Monsour family and the Foundation, the Board looked to "the corporate long-term planning period."16 Monsour Medical Center v. Blue Cross & Blue Shield Ass'n/Blue Cross of W. Pa., PRRB Hearing Dec. No. 80-24, at 20 (June 14, 1984); Appellant's App. at A64. The district court, by contrast, believed that focusing on that earlier time period "beg[ged] the issue, i.e., whether the Monsours continued to control the Center after the sale." Monsour Medical Center v. Heckler, No. 84-1938, at 11 (W.D.Pa. Dec. 30, 1985); Appellant's App. at A79. Although the regulations--like the analyses of this issue by both the PRRB and the district court--lack ideal clarity, we will accept the PRRB's interpretation of them.

The regulation governing depreciation, although it does not speak of control or relatedness,17 requires a purchaser of a care providing facility to demonstrate "that the sale was bona fide." 42 C.F.R. Sec. 405.415(g)(3) (1985). We interpret this regulation as addressing the "bona fides" of a sale at the time of that sale. The regulation governing interest costs "paid to a lender ... [by] the borrowing organization" does speak of "control," "personal relationship" and "related[ness]." 42 C.F.R. Sec. 405.419(b)(3)(ii) (1985). We interpret this regulation as addressing, though less clearly than the previous regulation, the "control," "personal relationship" and "related[ness]" of parties to a loan at the time of their borrowing and lending. So far as we can ascertain from its hearing decision, these were and are the PRRB's interpretations of its governing regulations.18 As a reviewing court constrained by the A.P.A., "[w]e must ... accept the agency's view so long as the 'interpretation[§ are] within the range of reasonable meanings that the words of the regulation[s] admit.' "19 Butler County Memorial Hospital, 780 F.2d at 355-56 (quoting Psychiatric Institute of Washington, D.C., Inc. v. Schweiker, 669 F.2d 812, 813-14 (D.C.Cir.1981) (per curiam)).20 Based on our own reading of the regulatory language, we conclude that the Secretary's apparent interpretations are plainly reasonable. In these circumstances, where there is no evidence that accepting the Secretary's interpretive expertise will actually "shield an irrational decision-making process," Natural Resources Defense Council, Inc. v. EPA, 790 F.2d 289, 298 (3d Cir.1986), or "work[ ] an unduly harsh result in the name of an otherwise valid and laudable regulation," Hart v. Bowen, 799 F.2d 567, 570 (9th Cir.1986), there is no basis for second-guessing the agency. The district court therefore erred as a matter of law in replacing these interpretations, which are "completely within the range of reasonable meanings [that] may logically ... be drawn from the words of the regulation[s]," Garner v. United States Office of Personnel Management, 633 F. Supp. 995, 999 (E.D.Pa.1986), with its own views.

We now address the question the district court did not reach:21 Was the PRRB's finding that the Monsour family and the Foundation--the seller and the buyer--were related parties at the time of the 1975 conversion22 based on substantial evidence?23 ] We answer this question unequivocally and in the affirmative.

The Medicare statute defines related organizations in terms of "control," which "exists where an individual or an organization has the power, directly or indirectly, significantly to influence or direct the actions or policies of an organization or institution." 42 C.F.R. Sec. 405.427(b)(3) (1985) (emphasis added). Virtually all the factual evidence in the record before the PRRB establishes that the creation of the Foundation, the selection of its board members and trustees, and the financial transactions that effectuated the hospital conversion all proceeded according to the plans of, and were executed by, the members of the Monsour family who were the hospital's original (and only) stockholders. The record indicates that they planned a series of transactions that would produce for them financial benefits far exceeding the real value of the hospital they were selling to the Foundation.24 The record also indicates that the Monsour family members, after setting the terms of the conversion, expanded the Foundation they had created by adding eight new members appointed for the purpose of approving the conversion; in fact, while the four Monsours abstained from voting, this new, "non-Monsour" majority Foundation did approve every aspect of the proposed conversion. The record thus indicates that the conversion went exactly as the Monsour family members, as both the selling stockholders and the buying Foundation, had planned. Complicated organizational and financial structures simply cannot conceal or negate such substantial record evidence of the Monsours' direct power significantly to influence the actions or policies of the Foundation at the time of the conversion.25 While the substantial evidence just described is sufficient to demonstrate direct power to control, it in addition--and without question--demonstrates that the Monsour family at least had the indirect power, referred to in the regulations, "significantly to influence or direct the actions or policies" of the Foundation at the time of the conversion. 42 C.F.R. Sec. 405.427(b)(3) (1985). The district court erred in finding otherwise. It looked only at events subsequent to the conversion, and it appears simply to have ignored the PRRB's finding that the precise facts of the conversion itself, because it was carried out as planned when the Monsours were the Foundation, were powerful and substantial evidence of the Monsour's continuing power to influence the Foundation at the time in question. We will therefore vacate the district court's summary judgment for the Center as to the conversion costs and order that the district court enter summary judgment for the Secretary on this issue.

In the state court action involving Blue Cross and the Center, Judge Wekselman addressed appellant's claim "that evidence supports a finding that the conversion which occurred in May of 1975 was an arm's length transaction within the guidelines established by the Medicare regulations."26 Blue Cross of W. Pa. v. Monsour Medical Center, No. GD 82-4968, at 7 (Pa.Ct. Common Pleas Feb. 2, 1983); Appellant's App. at A12. He found that,

[i]n essence, there is no evidence in this case from which the Court can find that the members of the two Boards were in any way beholding to the Monsours by virtue of prior social, business or family relationships with them, and the fact of such relationships is insufficient alone or in combination with any or all of the other evidence in the case to support a finding such as that contended for by Blue Cross.

Id. at 33; Appellant's App. at A38. Appellant, as cross-appellee on this issue, urges us, as it urged both the PRRB and the district court, to consider ourselves governed by this state court finding.

While Blue Cross was a party to the state proceeding, the Secretary was not. Therefore, to estop the federal government from litigating its claims, appellant would have to prove that "the United States exercised control" over Blue Cross's Pennsylvania court suit against the Center. Montana v. United States, 440 U.S. 147, 155, 99 S. Ct. 970, 974, 59 L. Ed. 2d 210 (1979). In Montana, where this question of control by the United States was not in dispute due to stipulations of the United States, see id., the Supreme Court based its finding that the United States had controlled the prior state suit, and thus was precluded from relitigating the issues that that state suit had settled, on the following indicia:

[t]he government ...

(1) required the [state] lawsuit to be filed;

(2) reviewed and approved the complaint;

(3) paid the attorneys' fees and costs;

(4) directed the appeal from State District Court to the [State] Supreme Court;

(5) appeared and submitted a brief as amicus in the [State] Supreme Court;

(6) directed the filing of a notice of appeal to [the United States Supreme] Court; and

(7) effectuated [the state court plaintiff's] abandonment of that appeal on advice of the Solicitor General.

Id. In the state suit that preceded this case, the Secretary played none of these controlling roles. The fact that she was sufficiently satisfied with the probative value of the state court proceeding to submit its transcript as evidence in the PRRB hearing does not, at least not without certain proof of the Montana indicia just enumerated, prove "plainly [that the Secretary] had a sufficient 'laboring oar' in the conduct of state court litigation to actuate principles of estoppel."27 Id. (quoting Drummond v. United States, 324 U.S. 316, 318, 65 S. Ct. 659, 660, 89 L. Ed. 969 (1945)). We therefore agree with the PRRB and the district court28 that the state court findings in the Blue Cross-Monsour Medical Center suit should not be given legally preclusive effect in this federal action.29

Five years passed and actual reimbursement was paid for the Center's conversion costs before Blue Cross audited the Center's cost reports and retroactively disallowed these reimbursements. Appellant contends that the Secretary should therefore be equitably estopped from changing the original course of conduct.

Appellant has failed to carry its sizeable burden of proof on this issue.30 In Heckler v. Community Health Services of Crawford County, Inc., 467 U.S. 51, 104 S. Ct. 2218, 81 L. Ed. 2d 42 (1984) ("Crawford County"), the Supreme Court unanimously rejected a similar claim by a Medicare provider that had benefitted from excessive reimbursements provided by the Secretary's intermediary. Appellant has failed to demonstrate that the denial of reimbursement for the interest and depreciation costs associated with its conversion leaves it "significantly worse off than if it had never obtained" such reimbursement in the first place. Id. at 63, 104 S.Ct. at 2225. In fact, like the health care provider in Crawford County, the Center here has demonstrated no detriment other than its "inability to retain money that [the Secretary has now determined] it should never have received in the first place." Id. at 61, 104 S.Ct. at 2225. The core teaching of Crawford County is that, in the context "of a complex program such as Medicare," it is simply too much to expect the Government "to ensure that every bit of informal advice given by its agents ... will be sufficiently reliable to justify expenditure of sums of money as substantial as those spent by [appellant]." Id. at 64, 104 S.Ct. at 2226. Adhering to that teaching, we find that equitable estoppel of the Secretary is not justified on the facts of this case.

In its Medicare cost reports filed with Blue Cross for fiscal year 1980, the Monsour Medical Center correctly treated its dietary costs (including its employee cafeteria) and its snack bar costs as separate "cost centers." Appellant's cost report claimed the snack bar as a non-reimbursable cost center. Blue Cross subsequently audited the report and discovered that some nonreimbursable snack bar costs had been reported in the reimbursable dietary/cafeteriaost center. It thus reclassified those costs to the snack bar cost center (i.e., it refused to reimburse them). It also reopened the Center's cost reports for fiscal years 1977 through 1979 and adjusted them in the same way. Because the Center was unable to verify its claims that its original reports were accurate, Blue Cross made these adjustments in reliance on data provided by an outside contractor who had operated the cafeteria and had ordered, stored and assembled the food that was ultimately transferred to and served by the snack bar.

The Center appealed these reclassification adjustments (approximately $318,000) to the PRRB, which found them to be appropriate. Monsour Medical Center v. Blue Cross & Blue Shield Ass'n./Blue Cross of W. Pa., PRRB Hearing Dec. No. 80-24, at 18 (June 14, 1984); Appellant's App. at A62. The Board found that the Center had failed "to maintain verifiable and auditable financial records and statistical data to support [its] costs claimed," as required by 42 C.F.R. Secs. 405.406 and 405.453 (1985). Id. It therefore concluded that Blue Cross's resort to data furnished by the outside contractor was "reasonable and responsible[;] ... [it was] an acceptable alternative in view of the [Center's] deficient ... records." Id. The district court concluded that the Board's approval of the cost reclassifications was based upon substantial evidence,31 and the Center now appeals.

We will affirm this portion of the district court's summary judgment order for appellee. The Center disputes the accuracy of the contractor's data, and it has urged this court to consider the Center's own study finding that snack bar meals in fact cost much less than Blue Cross's reclassification indicates, but it has offered no defense of its recordkeeping. Substantial evidence indicates that the Center's records for the years in question do not contain accurate data "in sufficient detail" to support its claims for dietary cost reimbursement. 42 C.F.R. Sec. 405.453(c) (1985).

Before the PRRB, the Center also challenged Blue Cross's refusal to reimburse its snack bar costs that relate to providing employee meals. The Board upheld this refusal, again basing its decision on the inadequacy of the Center's records to support its reimbursement claims.32

We will affirm the district court's entry of summary judgment for the Secretary on this issue. We agree with the district court that the record before the Board "[d]id not establish with the required degree of accuracy the snack bar costs attributable to employee meals during the years in question."33 The Center must bear the cost of its failure to maintain the records required of a Medicare provider.CONCLUSION

On the conversion cost issue, we will vacate the district court's summary judgment for the Center and will direct the district court to enter summary judgment for the Secretary. On the dietary cost center and snack bar meal cost issues, we will affirm the district court's entry of summary judgment for the Secretary.