Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Dec. 10, 2014 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | JOINT Corp | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 9,723,933 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1612630 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 30-Sep-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q3 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Cash | $2,373,925 | $3,516,750 |
Restricted cash | 217,736 | 58,786 |
Accounts receivable, net | 333,156 | 394,655 |
Income taxes receivable | 320,290 | |
Note receivable - current portion | 27,119 | 25,929 |
Deferred franchise costs - current portion | 957,950 | 939,750 |
Deferred tax asset - current portion | 701,200 | 701,200 |
Deferred offering costs | 511,921 | |
Prepaid expenses and other current assets | 68,959 | 23,729 |
Total current assets | 5,512,256 | 5,660,799 |
Property and equipment, net | 794,383 | 400,267 |
Note receivable | 38,778 | 59,269 |
Note receivable - related party, net of allowance | 21,750 | |
Deferred franchise costs, net of current portion | 2,086,800 | 2,283,000 |
Deferred tax asset - noncurrent | 1,265,700 | 1,265,700 |
Deposits and other assets | 77,650 | 77,650 |
Total assets | 9,775,567 | 9,768,435 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable and accrued expenses | 677,272 | 226,757 |
Co-op funds liability | 99,104 | 54,133 |
Payroll liabilities | 316,529 | 128,370 |
Advertising fund deferred revenue | 118,632 | 4,652 |
Income taxes payable | 419,297 | |
Deferred rent - current portion | 72,417 | |
Deferred revenue - current portion | 2,704,250 | 2,756,250 |
Total current liabilities | 3,988,204 | 3,589,459 |
Deferred rent, net of current portion | 471,146 | |
Deferred revenue, net of current portion | 6,754,750 | 7,252,084 |
Other liabilities | 204,300 | 147,753 |
Total liabilities | 11,418,400 | 10,989,296 |
Series A preferred stock, $0.001 par value; 50,000 shares authorized, 25,000 issued and outstanding, aggregate liquidation preference of $1,000,000 | 25 | 25 |
Common stock, $0.001 par value; 20,000,000 shares authorized, 5,365,055 shares issued and 4,831,055 shares outstanding as of September 30, 2014 and 5,340,000 shares issued and 4,806,000 outstanding as of December 31, 2013 | 5,365 | 5,340 |
Additional paid-in capital | 1,588,395 | 1,546,373 |
Treasury stock (534,000 shares, at cost) | -791,638 | -791,638 |
Accumulated deficit | -2,444,980 | -1,980,961 |
Total stockholders' deficit | -1,642,833 | -1,220,861 |
Total liabilties and stockholders' deficit | $9,775,567 | $9,768,435 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Series A preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Series A preferred stock, shares authorized | 50,000 | 50,000 |
Series A preferred stock, shares issued | 25,000 | 25,000 |
Series A Preferred stock, shares outstanding | 25,000 | 25,000 |
Series A preferred stock, liquidation preference (in Dollars) | $1,000,000 | $1,000,000 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,365,055 | 5,340,000 |
Common stock, shares outstanding | 4,831,055 | 4,806,000 |
Treasury stock, shares | 534,000 | 534,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues: | ||||
Royalty fees | $871,462 | $437,323 | $2,233,053 | $1,011,223 |
Franchise fees | 435,000 | 570,500 | 1,469,500 | 1,956,333 |
Regional developer fees | 152,250 | 164,500 | 377,000 | 536,250 |
IT related income and software fees | 218,400 | 192,550 | 629,225 | 552,975 |
Advertising fund revenue | 88,031 | 61,876 | 204,141 | 143,100 |
Other income | 51,452 | 46,027 | 148,347 | 105,707 |
Total revenues | 1,816,595 | 1,472,776 | 5,061,266 | 4,305,588 |
Cost of revenues: | ||||
Franchise cost of revenues | 556,495 | 433,513 | 1,505,569 | 1,307,614 |
IT cost of revenues | 29,324 | 53,242 | 164,987 | 185,870 |
Total cost of revenues | 585,819 | 486,755 | 1,670,556 | 1,493,484 |
Selling and marketing expenses | 324,177 | 141,212 | 723,955 | 603,490 |
Depreciation and amortization | 52,823 | 19,142 | 141,707 | 50,656 |
General and administrative expenses | 1,164,601 | 631,932 | 3,215,242 | 1,859,538 |
Total selling, general and administrative expenses | 1,541,601 | 792,286 | 4,080,904 | 2,513,684 |
Income (loss) from operations | -310,825 | 193,735 | -690,194 | 298,420 |
Other expense | -54,599 | -5,000 | -58,399 | -27,000 |
Income (loss) before income tax (provision) benefit | -365,424 | 188,735 | -748,593 | 271,420 |
Income tax (provision) benefit | 163,051 | -146,188 | 284,574 | -115,521 |
Net income (loss) | ($202,373) | $42,547 | ($464,019) | $155,899 |
Weighted average shares outstanding: | ||||
Basic earnings (loss) per share (in Dollars per share) | ($0.04) | $0.01 | ($0.10) | $0.03 |
Diluted earnings (loss) per share (in Dollars per share) | ($0.04) | $0.01 | ($0.10) | $0.02 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Net (loss) income | ($464,019) | $155,899 |
Provision for bad debts | 91,831 | |
Depreciation and amortization | 141,707 | 50,656 |
Deferred income taxes | 185,688 | |
Accrued interest on notes receivable | 945 | |
Stock based compensation expense | 42,047 | |
Changes in operating assets and liabilties: | ||
Restricted cash | -158,950 | -14,389 |
Accounts receivable | -8,582 | -143,060 |
Income taxes receivable | -320,290 | |
Prepaid income taxes | -100,572 | |
Prepaid expenses and other current assets | -45,230 | 31,459 |
Deferred franchise costs | 178,000 | -180,250 |
Deposits and other assets | -70,578 | |
Accounts payable and accrued expenses | 450,515 | 83,480 |
Co-op funds liability | 44,971 | 45,691 |
Payroll liabilities | 188,159 | 13,946 |
Advertising fund deferred revenue | 113,980 | -31,302 |
Other liabilities | 56,547 | 46,289 |
Deferred rent | 543,563 | -3,579 |
Income taxes payable | -419,297 | |
Deferred revenue | -549,334 | 450,667 |
Net cash (used in) provided by operating activities | -114,382 | 520,990 |
Cash flows from investing activities: | ||
Purchase of property and equipment | -538,323 | -135,627 |
Proceeds from sale of equipment | 2,500 | |
Payments received on notes receivable | 19,301 | 477 |
Net cash used in investing activities | -516,522 | -135,150 |
Cash flows from financing activities: | ||
Deferred offering costs | -511,921 | |
Net cash used in financing activities | -511,921 | |
Net (decrease) increase in cash | -1,142,825 | 385,840 |
Cash at beginning of period | 3,516,750 | 3,565,592 |
Cash at end of period | 2,373,925 | 3,951,432 |
Supplemental cash flow disclosures: | ||
Cash paid for income taxes | $420,250 |
Note_1_Nature_of_Operations_an
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1: Nature of Operations and Summary of Significant Accounting Policies | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
These unaudited financial statements represent the condensed consolidated financial statements of The Joint Corp. and its wholly owned subsidiary The Joint Corporate Unit No. 1, LLC (collectively, the “Company”). These unaudited condensed consolidated financial statements should be read in conjunction with The Joint Corp. and Subsidiary consolidated financial statements and the notes thereto as set forth in The Joint Corp.’s Form S-1, which included all disclosures required by generally accepted accounting principles. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company on a consolidated basis and the consolidated results of operations and cash flows for the interim periods presented. The results of operations for the periods ended September 30, 2014 and 2013 are not necessarily indicative of expected operating results for the full year. The information presented throughout the document as of and for the periods ended September 30, 2014 and 2013 is unaudited. | |||||||||||||||||
Nature of Operations | |||||||||||||||||
The Joint Corp. (“The Joint”), a Delaware corporation, was formed on March 10, 2010 for the principal purpose of franchising chiropractic clinics, selling regional developer rights and supporting the operations of franchised chiropractic clinics at locations throughout the United States of America. The franchising of chiropractic clinics is regulated by the Federal Trade Commission and various state authorities. | |||||||||||||||||
The Joint Corporate Unit No. 1, LLC (the “Clinic”), an Arizona limited liability company, was formed on July 14, 2010 for the purpose of operating chiropractic centers in the state of Arizona. The assets of the Clinic were sold on July 1, 2012, and all remaining account balances were consolidated with The Joint as of December 31, 2012. | |||||||||||||||||
We completed our initial public offering of 3,000,000 shares of common stock at an initial price to the public of $6.50 per share on November 14, 2014, whereupon we received aggregate net proceeds of approximately $17,285,000 after deducting underwriting discounts, commissions and other offering expenses. Our underwriters exercised their option to purchase 450,000 additional shares of common stock to cover over-allotments on November 18, 2014, pursuant to which we received aggregate net proceeds of approximately $2,710,000, after deducting underwriting discounts, commissions and expenses. Also, in conjunction with the IPO, we issued warrants to the underwriters for the purchase of 90,000 shares of common stock, which can be exercised between November 10, 2015 and November 10, 2018 at an exercise price of $8.125 per share. | |||||||||||||||||
The following table summarizes the number of clinics in operation under franchise agreements for the three and nine months ended September 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Clinics open at beginning of period | 215 | 130 | 175 | 82 | |||||||||||||
Clinics opened during the period | 16 | 24 | 57 | 74 | |||||||||||||
Clinics closed during the period | (1 | ) | - | (2 | ) | (2 | ) | ||||||||||
Clinics in operation at the end of the period | 230 | 154 | 230 | 154 | |||||||||||||
Clinics sold but not yet operational | 248 | 254 | |||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||
We grant credit in the normal course of business to franchisees related to the collection of initial franchise fees, royalties, and other operating revenues. We periodically perform credit analysis and monitor the financial condition of the franchisees to reduce credit risk. As of September 30, 2014 and December 31, 2013, two franchisees represented 31% of outstanding accounts receivable. We did not have any customers that represented greater than 10% of our revenues during the three and nine months ended September 30, 2014 and 2013. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable represent amounts due from franchisees for royalties and marketing and advertising fees and contributions. We consider a reserve for doubtful accounts based on the creditworthiness of our franchisees. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is our best estimate of uncollectible amounts and is determined based on specific identification and historical performance we track on an ongoing basis. Losses could differ materially from amounts estimated in determining the allowance. We determined that an allowance for doubtful accounts was not necessary at December 31, 2013. As of September 30, 2014, we had allowance for doubtful accounts of $70,081. | |||||||||||||||||
Long-Lived Assets | |||||||||||||||||
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. We look primarily to undiscounted future cash flows in our assessment of whether or not long-lived assets have been impaired. No impairments of long-lived assets were recorded for the periods ended September 30, 2014 and 2013. | |||||||||||||||||
Advertising Fund | |||||||||||||||||
We have established an advertising fund for national marketing and advertising of services offered by the clinics owned by the franchisees. As stipulated in the typical franchise agreement, a franchisee, in addition to the monthly royalty fee, pays a monthly marketing fee of 1% of gross sales, which may increase to 2% at our discretion. We segregate the marketing funds collected and use the funds for specific purposes as outlined in our franchise disclosure document. As amounts are expended from the fund, we recognize advertising fund revenue and a related expense. Amounts collected in excess of marketing expenditures are included in restricted cash on our condensed consolidated balance sheets. | |||||||||||||||||
Co-Op Marketing Funds | |||||||||||||||||
Franchisees have established regional co-ops for advertising within their local and regional markets. The Joint maintains an agency relationship under which the marketing funds collected are segregated and used for the specified purposes as directed by the co-ops officers. The marketing funds are included in restricted cash on our condensed consolidated balance sheets. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
We generate revenue through initial franchise fees, regional developer fees, transfer fees, royalties, IT related income, and computer software fees. | |||||||||||||||||
Initial Franchise Fees. We require the entire non-refundable initial franchise fee to be paid upon execution of the franchise agreement. Initial franchise fees received from a franchisee are recognized as revenue when we have performed substantially all initial services required by the franchise agreement, which generally is considered to be upon the opening of each franchised clinic. Franchise agreements have an initial term of ten years. The franchisor’s services under the franchise agreement include: training of franchisee and staff, site selection, construction/vendor management and ongoing operations support. We provide no financing to franchisees or guarantees on their behalf. | |||||||||||||||||
Regional Developer Fees. During 2011, we established a regional developer program to bring on independent contractors to assist in developing specified geographical regions. Under this program, regional developers pay a license fee of 25% of the then current franchise fee for each franchise they receive the right to develop within a specified geographical region. Each regional developer agreement establishes a minimum number of franchises that the regional developer must develop. Regional developers receive 50% of franchise fees collected upon the sale of franchises within their region, and a royalty of 3% of sales generated by franchised clinics in their region. Regional developer fees are non-refundable and are recognized as revenue when we have performed substantially all initial services required by the regional developer agreement, which generally is considered to be upon the opening of each franchised clinic. Upon the execution of a regional developer agreement, we estimate the number of franchised clinics to be opened, which is typically consistent with the contracted minimum. When we anticipate that the number of franchised clinics to be opened will exceed the contracted minimum, the license fee on a per-clinic basis is determined by dividing the total fee collected from the regional developer by the number of clinics expected to be opened within the region. Certain regional developer agreements provide that no additional fee is required for franchises developed by the regional developer above the contracted minimum, while other regional developer agreements require a supplemental payment. We reassess the number of clinics expected to be opened as the regional developer performs under its regional developer agreement. When a material change to the original estimate becomes apparent, the fee per clinic is revised on a prospective basis, and the unrecognized fees are allocated among, and recognized as revenue upon the opening of, the remaining unopened franchised clinics within the region. The franchisor’s services under regional developer agreements include site selection, grand opening support for two clinics, sales support for identification of qualified franchisees, general operational support and marketing support to advertise for ownership opportunities. Several of our regional developer agreements grant us the option to repurchase the regional developer’s license. | |||||||||||||||||
Royalties. We collect royalties, as stipulated in the franchise agreement, equal to 7% of gross sales and a marketing and advertising fee of 1% of gross sales. Certain franchisees with franchise agreements acquired during our formation pay a monthly flat fee. Royalties are recognized as revenue when earned. Royalties are collected bi-monthly two working days after each sales period has ended. We consider a reserve for doubtful accounts based on the creditworthiness of the franchisee. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is management’s best estimate of uncollectible amounts and is determined based on specific identification and historical performance that we track on an ongoing basis. | |||||||||||||||||
IT Related Income and Software Fees. We collect a monthly computer software fee for use of our proprietary chiropractic software, computer support, and internet services support, which was rolled out to all the clinics in April 2012. These fees are recognized on a monthly basis as services are provided. IT related revenue represents a flat fee to purchase the clinics’ computer equipment, operating software, preinstalled chiropractic system software, key card scanner (patient identification card), credit card scanner and credit card receipt printer. These fees are recognized as revenue upon receipt of equipment by the franchisee. | |||||||||||||||||
Advertising Costs | |||||||||||||||||
Our policy is to expense all operating advertising costs as incurred. Advertising expenses were $53,691 and $104,320 for three months ended September 30, 2014 and 2013, respectively, and $93,730 and $238,529 for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||||||
Selling, General and Administrative Costs | |||||||||||||||||
General and administrative costs. General and administrative costs include all corporate and administrative functions that support our clinics and provide an infrastructure to facilitate our operations and future growth. Components of these costs include executive management, supervisory and staff salaries, bonuses and related taxes and employee benefits, marketing, travel, information systems, training, support center rent and related occupancy costs, and professional and consulting fees. | |||||||||||||||||
Selling and marketing expenses. Selling and marketing expenses consist principally of advertising and promotion, outside services, media and advertising, marketing fund expenditures and internal software costs. These costs are directed through our chief marketing officer and are paid for with the 1.0% marketing fee we collect from franchisees. Outside services and costs includes programs to create brand awareness and promotion in new markets for potential clinic locations. All advertising costs are expensed as incurred. | |||||||||||||||||
Depreciation and amortization. Depreciation and amortization is computed using the straight line method over the estimated useful lives of any property and equipment. | |||||||||||||||||
Income Taxes | |||||||||||||||||
We account for income taxes in accordance with the Accounting Standards Codification that requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate principally to depreciation of property and equipment and treatment of revenue for franchise fees and regional developer fees collected. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||||||||||||
We account for uncertainty in income taxes by recognizing the tax benefit or expense from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits and expenses recognized in the condensed consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. | |||||||||||||||||
At September 30, 2014 and December 31, 2013, we maintained a liability for income taxes for uncertain tax positions of approximately $204,000 and $148,000, respectively, of which $50,000 and $33,000 respectively, represent penalties and interest and are recorded in the “other liabilities” section of the accompanying condensed consolidated balance sheets. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. Our tax returns for tax years subject to examination by tax authorities include 2011 through the current period for state and federal reporting purposes. | |||||||||||||||||
Earnings (Loss) per Common Share | |||||||||||||||||
Basic earnings (loss) per common share includes no dilution and is computed by dividing the earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options. The impact of all potentially dilutive securities outstanding was anti-dilutive for the three and nine months ended September 30, 2014, as a net loss was incurred for these periods. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income (loss) | $ | (202,373 | ) | $ | 42,547 | $ | (464,019 | ) | $ | 155,899 | |||||||
Weighted average common shares outstanding - basic | 4,828,122 | 5,340,000 | 4,819,861 | 5,340,000 | |||||||||||||
Effect of dilutive preferred shares | - | 1,335,000 | - | 1,335,000 | |||||||||||||
Weighted average common shares outstanding - diluted | 4,828,122 | 6,675,000 | 4,819,861 | 6,675,000 | |||||||||||||
Basic earnings per share | $ | (0.04 | ) | $ | 0.01 | $ | (0.10 | ) | $ | 0.03 | |||||||
Diluted earnings per share | $ | (0.04 | ) | $ | 0.01 | $ | (0.10 | ) | $ | 0.02 | |||||||
Securities outstanding at September 30, 2014 which could be dilutive in future periods, some of which are included in the periods presented, include preferred stock convertible into 1,335,000 shares of common stock issued in 2010, options to purchase 534,000 shares of common stock issued in 2013 in connection with the purchase of treasury stock, options to purchase 268,335 shares of common stock and 542,352 shares of unvested restricted stock issued as compensation in 2014. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for doubtful accounts, share-based compensation arrangements, fair value of stock options, useful lives and realizability of long-lived assets, classification of deferred revenue and deferred franchise costs and the related deferred tax assets and liabilities as long-term or current, uncertain tax positions and realizability of deferred tax assets. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle, and in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our condensed consolidated financial statements. | |||||||||||||||||
Note_2_Notes_Receivable
Note 2 - Notes Receivable | 9 Months Ended |
Sep. 30, 2014 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 2: Notes Receivable |
Effective July 2012, we sold our company-owned clinic, including the license agreement, equipment, and customer base, in exchange for a $90,000 unsecured promissory note. The note bears interest at 6% per annum for fifty-four months and requires monthly principal and interest payments over forty-two months, beginning August 2013 and maturing January 2017. The outstanding balance of the note as of September 30, 2014 and December 31, 2013 was $65,897 and $85,198, respectively. | |
Note Receivable — Related Party | |
Effective October 2012, a stockholder and former director of the Company transferred ownership in his clinic to a third party in connection with which the Company assessed a contractual transfer fee of $21,750. We accepted the stockholder’s promissory note in the amount $21,750 in payment of this fee. The note has not been formalized with terms, including interest rate or payment schedules and, accordingly, was presented as a long-term note receivable at December 31, 2013. Due to uncertainty surrounding the collectability of the note, we reserved the note in full as of September 30, 2014. | |
We consider a reserve for doubtful accounts on notes receivable. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is our best estimate of uncollectible amounts and is determined based on specific identification and historical performance we track on an ongoing basis. Losses ultimately could differ materially from amounts estimated in determining the allowance. The allowance for doubtful accounts on notes receivable was $21,750 as of September 30, 2014 and $0 as of December 31, 2013. | |
Note_3_Property_and_Equipment
Note 3 - Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | Note 3: Property and Equipment | ||||||||
Property and equipment consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office and computer equipment | $ | 142,157 | $ | 28,817 | |||||
Leasehold improvements | 435,748 | - | |||||||
Software developed | 432,330 | 379,415 | |||||||
1,010,235 | 408,232 | ||||||||
Accumulated depreciation and amortization | (238,802 | ) | (117,047 | ) | |||||
771,433 | 291,185 | ||||||||
Assets in progress | 22,950 | 109,082 | |||||||
$ | 794,383 | $ | 400,267 | ||||||
Depreciation and amortization expense was $52,823 and $19,142 for the three months ended September 30, 2014 and 2013, respectively, and $141,707 and $50,656 for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||
As of September 30, 2014, assets in progress represents new software under development. As of December 31, 2013, assets in progress includes costs for signage, furniture and equipment related to the February 2014 corporate office relocation as well as new software under development. These costs are transferred to the appropriate property and equipment category and commence depreciation when the assets become ready for their intended use. | |||||||||
Note_4_Related_Party_Transacti
Note 4 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4: Related Party Transactions |
We entered into consulting and legal agreements with certain common stockholders related to services performed for the operations of the Company. Amounts paid to or for the benefit of these stockholders was approximately $293,150 and $163,600 for the three months ended September 30, 2014 and 2013, respectively, and $670,800 and $487,800 for the nine months ended September 30, 2014 and 2013, respectively. | |
Note_5_Contingencies
Note 5 - Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 5: Contingencies |
We are party to litigation in the normal course of business that we do not believe would have a material adverse effect on our business, results of operations or financial condition. | |
Note_6_Subsequent_Events
Note 6 - Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 6: Subsequent Events |
The Company completed an initial public offering of its of common stock on November 14, 2014. See Note 1. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation | ||||||||||||||||
These unaudited financial statements represent the condensed consolidated financial statements of The Joint Corp. and its wholly owned subsidiary The Joint Corporate Unit No. 1, LLC (collectively, the “Company”). These unaudited condensed consolidated financial statements should be read in conjunction with The Joint Corp. and Subsidiary consolidated financial statements and the notes thereto as set forth in The Joint Corp.’s Form S-1, which included all disclosures required by generally accepted accounting principles. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company on a consolidated basis and the consolidated results of operations and cash flows for the interim periods presented. The results of operations for the periods ended September 30, 2014 and 2013 are not necessarily indicative of expected operating results for the full year. The information presented throughout the document as of and for the periods ended September 30, 2014 and 2013 is unaudited. | |||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk | ||||||||||||||||
We grant credit in the normal course of business to franchisees related to the collection of initial franchise fees, royalties, and other operating revenues. We periodically perform credit analysis and monitor the financial condition of the franchisees to reduce credit risk. As of September 30, 2014 and December 31, 2013, two franchisees represented 31% of outstanding accounts receivable. We did not have any customers that represented greater than 10% of our revenues during the three and nine months ended September 30, 2014 and 2013. | |||||||||||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable | ||||||||||||||||
Accounts receivable represent amounts due from franchisees for royalties and marketing and advertising fees and contributions. We consider a reserve for doubtful accounts based on the creditworthiness of our franchisees. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is our best estimate of uncollectible amounts and is determined based on specific identification and historical performance we track on an ongoing basis. Losses could differ materially from amounts estimated in determining the allowance. We determined that an allowance for doubtful accounts was not necessary at December 31, 2013. As of September 30, 2014, we had allowance for doubtful accounts of $70,081. | |||||||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets | ||||||||||||||||
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. We look primarily to undiscounted future cash flows in our assessment of whether or not long-lived assets have been impaired. No impairments of long-lived assets were recorded for the periods ended September 30, 2014 and 2013. | |||||||||||||||||
Advertising Fund [Policy] | Advertising FundWe have established an advertising fund for national marketing and advertising of services offered by the clinics owned by the franchisees. As stipulated in the typical franchise agreement, a franchisee, in addition to the monthly royalty fee, pays a monthly marketing fee of 1% of gross sales, which may increase to 2% at our discretion. We segregate the marketing funds collected and use the funds for specific purposes as outlined in our franchise disclosure document. As amounts are expended from the fund, we recognize advertising fund revenue and a related expense. Amounts collected in excess of marketing expenditures are included in restricted cash on our condensed consolidated balance sheets. | ||||||||||||||||
Cooperative Advertising Policy [Policy Text Block] | Co-Op Marketing Funds | ||||||||||||||||
Franchisees have established regional co-ops for advertising within their local and regional markets. The Joint maintains an agency relationship under which the marketing funds collected are segregated and used for the specified purposes as directed by the co-ops officers. The marketing funds are included in restricted cash on our condensed consolidated balance sheets. | |||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||||||||||||||
We generate revenue through initial franchise fees, regional developer fees, transfer fees, royalties, IT related income, and computer software fees. | |||||||||||||||||
Initial Franchise Fees. We require the entire non-refundable initial franchise fee to be paid upon execution of the franchise agreement. Initial franchise fees received from a franchisee are recognized as revenue when we have performed substantially all initial services required by the franchise agreement, which generally is considered to be upon the opening of each franchised clinic. Franchise agreements have an initial term of ten years. The franchisor’s services under the franchise agreement include: training of franchisee and staff, site selection, construction/vendor management and ongoing operations support. We provide no financing to franchisees or guarantees on their behalf. | |||||||||||||||||
Regional Developer Fees. During 2011, we established a regional developer program to bring on independent contractors to assist in developing specified geographical regions. Under this program, regional developers pay a license fee of 25% of the then current franchise fee for each franchise they receive the right to develop within a specified geographical region. Each regional developer agreement establishes a minimum number of franchises that the regional developer must develop. Regional developers receive 50% of franchise fees collected upon the sale of franchises within their region, and a royalty of 3% of sales generated by franchised clinics in their region. Regional developer fees are non-refundable and are recognized as revenue when we have performed substantially all initial services required by the regional developer agreement, which generally is considered to be upon the opening of each franchised clinic. Upon the execution of a regional developer agreement, we estimate the number of franchised clinics to be opened, which is typically consistent with the contracted minimum. When we anticipate that the number of franchised clinics to be opened will exceed the contracted minimum, the license fee on a per-clinic basis is determined by dividing the total fee collected from the regional developer by the number of clinics expected to be opened within the region. Certain regional developer agreements provide that no additional fee is required for franchises developed by the regional developer above the contracted minimum, while other regional developer agreements require a supplemental payment. We reassess the number of clinics expected to be opened as the regional developer performs under its regional developer agreement. When a material change to the original estimate becomes apparent, the fee per clinic is revised on a prospective basis, and the unrecognized fees are allocated among, and recognized as revenue upon the opening of, the remaining unopened franchised clinics within the region. The franchisor’s services under regional developer agreements include site selection, grand opening support for two clinics, sales support for identification of qualified franchisees, general operational support and marketing support to advertise for ownership opportunities. Several of our regional developer agreements grant us the option to repurchase the regional developer’s license. | |||||||||||||||||
Royalties. We collect royalties, as stipulated in the franchise agreement, equal to 7% of gross sales and a marketing and advertising fee of 1% of gross sales. Certain franchisees with franchise agreements acquired during our formation pay a monthly flat fee. Royalties are recognized as revenue when earned. Royalties are collected bi-monthly two working days after each sales period has ended. We consider a reserve for doubtful accounts based on the creditworthiness of the franchisee. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is management’s best estimate of uncollectible amounts and is determined based on specific identification and historical performance that we track on an ongoing basis. | |||||||||||||||||
IT Related Income and Software Fees. We collect a monthly computer software fee for use of our proprietary chiropractic software, computer support, and internet services support, which was rolled out to all the clinics in April 2012. These fees are recognized on a monthly basis as services are provided. IT related revenue represents a flat fee to purchase the clinics’ computer equipment, operating software, preinstalled chiropractic system software, key card scanner (patient identification card), credit card scanner and credit card receipt printer. These fees are recognized as revenue upon receipt of equipment by the franchisee. | |||||||||||||||||
Advertising Costs, Policy [Policy Text Block] | Advertising Costs | ||||||||||||||||
Our policy is to expense all operating advertising costs as incurred. Advertising expenses were $53,691 and $104,320 for three months ended September 30, 2014 and 2013, respectively, and $93,730 and $238,529 for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||||||
Selling, General and Administrative Expenses, Policy [Policy Text Block] | Selling, General and Administrative Costs | ||||||||||||||||
General and administrative costs. General and administrative costs include all corporate and administrative functions that support our clinics and provide an infrastructure to facilitate our operations and future growth. Components of these costs include executive management, supervisory and staff salaries, bonuses and related taxes and employee benefits, marketing, travel, information systems, training, support center rent and related occupancy costs, and professional and consulting fees. | |||||||||||||||||
Selling and marketing expenses. Selling and marketing expenses consist principally of advertising and promotion, outside services, media and advertising, marketing fund expenditures and internal software costs. These costs are directed through our chief marketing officer and are paid for with the 1.0% marketing fee we collect from franchisees. Outside services and costs includes programs to create brand awareness and promotion in new markets for potential clinic locations. All advertising costs are expensed as incurred. | |||||||||||||||||
Depreciation and amortization. Depreciation and amortization is computed using the straight line method over the estimated useful lives of any property and equipment. | |||||||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||||||||||||||||
We account for income taxes in accordance with the Accounting Standards Codification that requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate principally to depreciation of property and equipment and treatment of revenue for franchise fees and regional developer fees collected. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||||||||||||
We account for uncertainty in income taxes by recognizing the tax benefit or expense from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits and expenses recognized in the condensed consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. | |||||||||||||||||
At September 30, 2014 and December 31, 2013, we maintained a liability for income taxes for uncertain tax positions of approximately $204,000 and $148,000, respectively, of which $50,000 and $33,000 respectively, represent penalties and interest and are recorded in the “other liabilities” section of the accompanying condensed consolidated balance sheets. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. Our tax returns for tax years subject to examination by tax authorities include 2011 through the current period for state and federal reporting purposes. | |||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Common Share | ||||||||||||||||
Basic earnings (loss) per common share includes no dilution and is computed by dividing the earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options. The impact of all potentially dilutive securities outstanding was anti-dilutive for the three and nine months ended September 30, 2014, as a net loss was incurred for these periods. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income (loss) | $ | (202,373 | ) | $ | 42,547 | $ | (464,019 | ) | $ | 155,899 | |||||||
Weighted average common shares outstanding - basic | 4,828,122 | 5,340,000 | 4,819,861 | 5,340,000 | |||||||||||||
Effect of dilutive preferred shares | - | 1,335,000 | - | 1,335,000 | |||||||||||||
Weighted average common shares outstanding - diluted | 4,828,122 | 6,675,000 | 4,819,861 | 6,675,000 | |||||||||||||
Basic earnings per share | $ | (0.04 | ) | $ | 0.01 | $ | (0.10 | ) | $ | 0.03 | |||||||
Diluted earnings per share | $ | (0.04 | ) | $ | 0.01 | $ | (0.10 | ) | $ | 0.02 | |||||||
Securities outstanding at September 30, 2014 which could be dilutive in future periods, some of which are included in the periods presented, include preferred stock convertible into 1,335,000 shares of common stock issued in 2010, options to purchase 534,000 shares of common stock issued in 2013 in connection with the purchase of treasury stock, options to purchase 268,335 shares of common stock and 542,352 shares of unvested restricted stock issued as compensation in 2014. | |||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||||||||||||||||
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for doubtful accounts, share-based compensation arrangements, fair value of stock options, useful lives and realizability of long-lived assets, classification of deferred revenue and deferred franchise costs and the related deferred tax assets and liabilities as long-term or current, uncertain tax positions and realizability of deferred tax assets. | |||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||||||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle, and in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our condensed consolidated financial statements. |
Note_1_Nature_of_Operations_an1
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Franchisor Disclosure [Table Text Block] | Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Clinics open at beginning of period | 215 | 130 | 175 | 82 | |||||||||||||
Clinics opened during the period | 16 | 24 | 57 | 74 | |||||||||||||
Clinics closed during the period | (1 | ) | - | (2 | ) | (2 | ) | ||||||||||
Clinics in operation at the end of the period | 230 | 154 | 230 | 154 | |||||||||||||
Clinics sold but not yet operational | 248 | 254 | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income (loss) | $ | (202,373 | ) | $ | 42,547 | $ | (464,019 | ) | $ | 155,899 | |||||||
Weighted average common shares outstanding - basic | 4,828,122 | 5,340,000 | 4,819,861 | 5,340,000 | |||||||||||||
Effect of dilutive preferred shares | - | 1,335,000 | - | 1,335,000 | |||||||||||||
Weighted average common shares outstanding - diluted | 4,828,122 | 6,675,000 | 4,819,861 | 6,675,000 | |||||||||||||
Basic earnings per share | $ | (0.04 | ) | $ | 0.01 | $ | (0.10 | ) | $ | 0.03 | |||||||
Diluted earnings per share | $ | (0.04 | ) | $ | 0.01 | $ | (0.10 | ) | $ | 0.02 |
Note_3_Property_and_Equipment_
Note 3 - Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment [Table Text Block] | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Office and computer equipment | $ | 142,157 | $ | 28,817 | |||||
Leasehold improvements | 435,748 | - | |||||||
Software developed | 432,330 | 379,415 | |||||||
1,010,235 | 408,232 | ||||||||
Accumulated depreciation and amortization | (238,802 | ) | (117,047 | ) | |||||
771,433 | 291,185 | ||||||||
Assets in progress | 22,950 | 109,082 | |||||||
$ | 794,383 | $ | 400,267 |
Note_1_Nature_of_Operations_an2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Nov. 18, 2014 | Nov. 14, 2014 | |
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Allowance for Doubtful Accounts Receivable | $70,081 | $70,081 | |||||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | |||||
Franchise Monthly Marketing Fee, Gross Sales, Percentage | 1.00% | ||||||
Franchise Agreement, Initial Term | 10 years | ||||||
Regional Developers License Fee, Current Franchise Fee, Percentage | 25.00% | ||||||
Regional Developers Receive, Franchise Fees Collected Upon Sale of Franchise, Percentage | 50.00% | ||||||
Regional Developers Royalty, Sales Generated by Franchises, Percentage | 3.00% | ||||||
Regional Developers, Grand Opening Support, Number of Clinics | 2 | ||||||
Franchise Royalty, Gross Sales, Percentage | 7.00% | ||||||
Advertising Expense | 53,691 | 104,320 | 93,730 | 238,529 | |||
Unrecognized Tax Benefits | 204,000 | 204,000 | 148,000 | ||||
Preferred Stock Covnertible Into Common Stock [Member] | |||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 1,335,000 | ||||||
Equity Option Issued in 2013 [Member] | |||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 534,000 | ||||||
Equity Option [Member] | |||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 268,335 | ||||||
Restricted Stock [Member] | |||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 542,352 | ||||||
Earliest Tax Year [Member] | |||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Open Tax Year | 2011 | ||||||
Two Franchisees [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Number of Franchises | 2 | 2 | |||||
Concentration Risk, Percentage | 31.00% | 31.00% | |||||
Subsequent Event [Member] | |||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 3,000,000 | ||||||
Share Price (in Dollars per share) | $6.50 | ||||||
Proceeds from Issuance Initial Public Offering | 17,285,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 450,000 | ||||||
Proceeds from Stock Options Exercised | 2,710,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 90,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $8.13 | ||||||
Scenario, At the Company's Discretion [Member] | |||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Franchise Monthly Marketing Fee, Gross Sales, Percentage | 2.00% | ||||||
Other Noncurrent Liabilities [Member] | |||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $50,000 | $50,000 | 33,000 |
Note_1_Nature_of_Operations_an3
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) - Franchise Agreements (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Franchise Agreements [Abstract] | ||||
Clinics open at beginning of period | 215 | 130 | 175 | 82 |
Clinics opened during the period | 16 | 24 | 57 | 74 |
Clinics closed during the period (in Dollars) | ($1) | ($2) | ($2) | |
Clinics in operation at the end of the period | 230 | 154 | 230 | 154 |
Clinics sold but not yet operational | 248 | 254 | 248 | 254 |
Note_1_Nature_of_Operations_an4
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) - Earnings (Loss) Per Common Share (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Earnings (Loss) Per Common Share [Abstract] | ||||
Net income (loss) (in Dollars) | ($202,373) | $42,547 | ($464,019) | $155,899 |
Weighted average common shares outstanding - basic | 4,828,122 | 5,340,000 | 4,819,861 | 5,340,000 |
Effect of dilutive preferred shares | 1,335,000 | 1,335,000 | ||
Weighted average common shares outstanding - diluted | 4,828,122 | 6,675,000 | 4,819,861 | 6,675,000 |
Basic earnings per share (in Dollars per share) | ($0.04) | $0.01 | ($0.10) | $0.03 |
Diluted earnings per share (in Dollars per share) | ($0.04) | $0.01 | ($0.10) | $0.02 |
Note_2_Notes_Receivable_Detail
Note 2 - Notes Receivable (Details) (USD $) | 1 Months Ended | |||
Jul. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2012 | |
Note 2 - Notes Receivable (Details) [Line Items] | ||||
Allowance for Doubtful Accounts Receivable | $70,081 | |||
Former Director of the Company [Member] | ||||
Note 2 - Notes Receivable (Details) [Line Items] | ||||
Due from Related Parties | 21,750 | |||
Notes Receivable, Related Parties | 21,750 | |||
Allowance for Doubtful Accounts Receivable | 21,750 | 0 | ||
Company-Owned Clinic [Member] | ||||
Note 2 - Notes Receivable (Details) [Line Items] | ||||
Financing Receivable, Net | $90,000 | $65,897 | $85,198 | |
Notes Receivable, Interest Rate | 6.00% | |||
Notes Receivable Contractual Term | 54 months | |||
Notes Receivable Principal and Interest Term | 42 months |
Note_3_Property_and_Equipment_1
Note 3 - Property and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization | $52,823 | $19,142 | $141,707 | $50,656 |
Note_3_Property_and_Equipment_2
Note 3 - Property and Equipment (Details) - Property and Equipment (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Net | $794,383 | $400,267 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 142,157 | 28,817 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 435,748 | |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 432,330 | 379,415 |
Property, Plant and Equipment Excluding Assets in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,010,235 | 408,232 |
Accumulated depreciation and amortization | -238,802 | -117,047 |
Property and Equipment, Net | 771,433 | 291,185 |
Assets in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Net | $22,950 | $109,082 |
Note_4_Related_Party_Transacti1
Note 4 - Related Party Transactions (Details) (Shareholder [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Shareholder [Member] | ||||
Note 4 - Related Party Transactions (Details) [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $293,150 | $163,600 | $670,800 | $487,800 |