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Variable Interest Entities | 9 Months Ended
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Sep. 30, 2021
Variable Interest Entities |
Variable Interest Entities | Note 3. Variable Interest Entities Through its XpresCheck™ Wellness Centers the Company provides services pursuant to contracts with PCs which in turn contracts with physicians and other medical professional providers to render COVID-19 and other medical diagnostic testing services to airline employees, contractors, concessionaire employees, TSA officers and U.S. Customs and Border Protection agents, and the traveling public. The PCs collectively represent the Company’s affiliated medical group. The PCs were designed and structured to comply with the relevant laws and regulations governing professional medical practice, which generally prohibits the practice of medicine by lay persons or entities. All of the issued and outstanding equity interests of the PCs are owned by a licensed medical professional nominated by the Company (the “Nominee Shareholder”). Upon formation of the PCs, and initial issuance of equity interests, the Nominee Shareholder contributes a nominal amount of capital in exchange for their interest in the PC. The Company then executes with each PC a MSA, which provide for various administrative services, management services and day-to-day activities of the practice to be rendered by the Company through its XpresCheck™ Wellness Centers. The Company also has exclusive responsibility for the provision of all nonmedical services including contracting with customers who access the PCs for a medical visit, handling all financial transactions and day-to-day operations of each PC, overseeing the establishment of COVID-19 and other medical diagnostic testing services policies, and making recommendations to the PC in establishing the guidelines for the employment and compensation of the physicians and other employees of the PCs. Until June 30, 2021, MSA Fees were commensurate with the expected level of activity required to be billed by XpresCheck™ Wellness Centers. Therefore, these PCs were assessed not to be variable interest entities prior to July 1, 2021.
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Effective, July 1, 2021, contractual arrangements between the company, the company’s affiliated medical group and nominated shareholder were modified in a manner that changes the characteristics or adequacy of the nominee shareholders equity investment at risk and residual returns. Therefore, due to reassessment triggered by the development on July 1, 2021, the Company determined that the PCs are now variable interest entities. Notwithstanding their legal form of ownership of equity interests in the PC, the primary beneficiary of the affiliated medical group is the Company as it meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the affiliated medical group; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the affiliated medical group. The Company consolidated the PCs under the VIE model since the Company has the power to direct activities that most significantly impact the PCs economic performance and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the PCs. ​
The aggregate carrying value of total assets and total liabilities included on the condensed consolidated balance sheets for the PCs after elimination of intercompany transactions were $1,080, primarily cash, and $0, respectively, as of September 30, 2021. The total revenue and net loss included on the condensed consolidated statements of operations and comprehensive income (loss) for the PCs after elimination of intercompany transactions was $25,351 and $455 for the three months ended September 30, 2021. ​ ​ ​ ​

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- Definition The entire disclosure for a variable interest entity (VIE), including but not limited to, judgments and assumptions in determining whether to consolidate and in identifying the primary beneficiary, gain (loss) recognized on the initial consolidation of the VIE, terms of arrangements, amounts and classification of the VIE's assets and liabilities, and the entity's maximum exposure to loss. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -URI http://asc.fasb.org/topic&trid=2197479 + Details
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- Definition Represents information pertaining to disclosure of variable interest entities. + References No definition available. + Details
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