Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
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 | 9,621,581 | |
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 | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_Balance_Sheets_cu
Consolidated Balance Sheets (current period unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $17,082,930 | $20,796,783 |
Restricted cash | 338,561 | 224,576 |
Accounts receivable, net | 775,669 | 704,905 |
Income taxes receivable | 395,814 | 395,814 |
Note receivable - current portion | 24,598 | 27,528 |
Deferred franchise costs - current portion | 579,800 | 622,800 |
Deferred tax asset - current portion | 208,800 | 208,800 |
Prepaid expenses and other current assets | 80,326 | 375,925 |
Total current assets | 19,486,498 | 23,357,131 |
Property and equipment, net | 1,587,544 | 1,134,452 |
Note receivable | 27,942 | 31,741 |
Deferred franchise costs, net of current portion | 2,432,900 | 2,574,450 |
Intangible assets, net | 1,084,583 | 153,000 |
Goodwill | 1,821,040 | 636,104 |
Deposits and other assets | 86,051 | 585,150 |
Total assets | 26,526,558 | 28,472,028 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,575,614 | 1,271,405 |
Co-op funds liability | 298,561 | 186,604 |
Payroll liabilities | 627,467 | 617,944 |
Note payable - current portion | 115,000 | |
Deferred rent - current portion | 98,053 | 93,398 |
Deferred revenue - current portion | 2,008,106 | 1,957,500 |
Other current liabilities | 41,575 | 50,735 |
Total current liabilities | 4,764,376 | 4,177,586 |
Note payable - net of current portion | 140,000 | |
Deferred rent, net of current portion | 432,317 | 451,766 |
Deferred revenue, net of current portion | 7,037,500 | 7,915,918 |
Other liabilities | 296,448 | 299,405 |
Total liabilities | 12,670,641 | 12,844,675 |
Commitment and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 20,000,000 shares authorized, 10,265,019 shares issued and 9,731,019 shares outstanding as of March 31, 2015 and 10,196,502 shares issued and 9,662,502 outstanding as of December 31, 2014 | 10,265 | 10,197 |
Additional paid-in capital | 21,553,194 | 21,420,975 |
Treasury stock (534,000 shares, at cost) | -791,638 | -791,638 |
Accumulated deficit | -6,915,904 | -5,012,181 |
Total stockholders' equity | 13,855,917 | 15,627,353 |
Total liabilties and stockholders' equity | $26,526,558 | $28,472,028 |
Consolidated_Balance_Sheets_cu1
Consolidated Balance Sheets (current period unaudited) (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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, issued | 0 | 0 |
Series A preferred stock, outstanding | 0 | 0 |
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 | 10,265,019 | 10,196,502 |
Common stock, shares outstanding | 9,731,019 | 9,662,502 |
Treasury stock, shares | 534,000 | 534,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | ||
Royalty fees | $1,015,513 | $608,327 |
Franchise fees | 348,000 | 464,000 |
Revenues and management fees from company clinics | 387,453 | |
Advertising fund revenue | 285,516 | 86,734 |
IT related income and software fees | 203,975 | 199,625 |
Regional developer fees | 217,500 | 108,750 |
Other revenues | 49,941 | 45,401 |
Total revenues | 2,507,898 | 1,512,837 |
Cost of revenues: | ||
Franchise cost of revenues | 507,566 | 458,776 |
IT cost of revenues | 37,695 | 71,748 |
Total cost of revenues | 545,261 | 530,524 |
Selling and marketing expenses | 967,024 | 119,944 |
Depreciation and amortization | 122,596 | 40,066 |
General and administrative expenses | 2,788,240 | 979,690 |
Total selling, general and administrative expenses | 3,877,860 | 1,139,700 |
Loss from operations | -1,915,223 | -157,387 |
Gain on sale of property and equipment | 11,500 | |
Loss before income tax benefit | -1,903,723 | -157,387 |
Income tax benefit | 0 | 29,493 |
Net loss | ($1,903,723) | ($127,894) |
Loss per share: | ||
Basic and diluted loss per share (in Dollars per share) | ($0.20) | ($0.03) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($1,903,723) | ($127,894) |
Adjustments to reconcile net loss income to net cash (used in) provided by operating activities: | ||
Provision for bad debts | 847 | |
Regional developer fees recognized upon acquisition of development rights | -159,500 | |
Depreciation and amortization | 122,596 | 40,066 |
Gain on sale of property and equipment | -11,500 | |
Deferred income taxes | -2 | |
Stock based compensation expense | 132,287 | 15,600 |
Changes in operating assets and liabilties, net of effects from acquisitions: | ||
Restricted cash | -113,985 | -113,324 |
Accounts receivable | -71,611 | 85,929 |
Prepaid income taxes | -63,499 | |
Prepaid expenses and other current assets | 295,599 | 8,033 |
Deferred franchise costs | 74,550 | 24,800 |
Deposits and other assets | -8,401 | |
Accounts payable and accrued expenses | 304,209 | 58,096 |
Co-op funds liability | 111,957 | 26,586 |
Payroll liabilities | 9,523 | -17,134 |
Other liabilities | -12,117 | 34,958 |
Deferred rent | -14,794 | 540,361 |
Income taxes payable | -419,297 | |
Deferred revenue | -98,998 | -43,500 |
Net cash (used in) provided by operating activities | -1,343,061 | 49,779 |
Cash flows from investing activities: | ||
Acquisition of businesses | -1,830,000 | |
Reacquisition and termination of regional developer rights | -545,000 | |
Purchase of property and equipment | -14,021 | -548,993 |
Proceeds received on sale of property and equipment | 11,500 | |
Payments received on notes receivable | 6,729 | 6,339 |
Net cash used in investing activities | -2,370,792 | -542,654 |
Net decrease in cash | -3,713,853 | -492,875 |
Cash at beginning of period | 20,796,783 | 3,516,750 |
Cash at end of period | 17,082,930 | 3,023,875 |
Supplemental cash flow disclosures: | ||
Cash paid for income taxes | $420,250 |
Supplemental_NonCash_Disclosur
Supplemental Non-Cash Disclosures | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||
Cash Flow, Supplemental Disclosures [Text Block] | Supplemental Non-Cash Disclosures: | ||||||||
In connection with our acquisitions of franchises during the three-months ended March 31, 2015, we acquired $525,000 of property and equipment, intangible assets of $329,000 and assumed deferred revenue associated with membership packages paid in advance of $104,936 in exchange for $1,830,000 in cash and notes payable issued to the sellers for an aggregate amount of $255,000. Additionally, at the time of these transactions, we carried deferred revenue of $348,000, representing franchise fees collected upon the execution of franchise agreements, and deferred costs of $155,900, related to our acquisition of undeveloped franchises. In accordance with ASC-952-605, we netted these amounts against the aggregate purchase price of the acquisitions (Note 2). | |||||||||
- | |||||||||
In connection with our reacquisition and termination of regional developer rights during the three-months ended March 31, 2015, we carried deferred revenue of $572,750, representing license fees collected upon the execution of the regional developer agreements. In accordance with ASC-952-605, we netted these amounts against the aggregate purchase price of the acquisitions (Note 5). | |||||||||
As of December 31, 2014, we recorded a deposit of $507,500 for the reacquisition and termination of regional developer rights, which were paid in advance. During the three-months ended March 31, 2015, upon the effective date of the agreement, we reclassified $507,500 from deposits, to intangible assets. | |||||||||
Note_1_Nature_of_Operations_an
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 10-K, 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 our financial position 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 March 31, 2015 and 2014 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 March 31, 2015 and 2014 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. | |||||||||
We completed our initial public offering of 3,000,000 shares of common stock at a price to the public of $6.50 per share on November 14, 2014, whereupon we received aggregate net proceeds of approximately $17,065,000 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 months ended March 31, 2015 and 2014: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Clinics open at beginning of period | 246 | 175 | |||||||
Clinics opened during the period | 13 | 18 | |||||||
Clinics closed during the period | (6 | ) | (1 | ) | |||||
Clinics in operation at the end of the period | 253 | 192 | |||||||
Clinics sold but not yet operational | 254 | 263 | |||||||
Principles of Consolidation | |||||||||
The accompanying consolidated financial statements include the accounts of The Joint Corp. and its wholly owned subsidiary, The Joint Corporate Unit No. 1, LLC (collectively, the “Company”), which was dormant for all periods presented. | |||||||||
All significant intercompany accounts and transactions between The Joint Corp. and its subsidiary have been eliminated in consolidation. | |||||||||
Variable Interest Entities | |||||||||
An entity that has a controlling financial interest in a variable interest entity (“VIE”) is referred to as the primary beneficiary and consolidates the VIE. An entity is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. | |||||||||
Certain states regulate the practice of chiropractic care and require that chiropractic services are provided by legal entities organized under state laws as professional corporations or PCs. In these states, where we have acquired franchises as company owned and managed, we have entered into management services agreements with PCs to provide on an exclusive basis, all non-clinical services of the chiropractic practice. We have analyzed our relationship with the PCs and have determined that have we do not have the power to direct the activities of the VIE. As such, the activity of the PCs is not included in our consolidated financial statements. | |||||||||
Cash and Cash Equivalents | |||||||||
We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash. We continually monitor our positions with, and credit quality of, the financial institutions with which we invest. As of the balance sheet date and periodically throughout the period, we have maintained balances in various operating accounts in excess of federally insured limits. We have invested substantially all of the proceeds of our IPO in short-term bank deposits. We had no cash equivalents as of March 31, 2015 and December 31, 2014. | |||||||||
Restricted Cash | |||||||||
Restricted cash relates to cash franchisees are required to contribute to our National Marketing Fund and cash franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed to the National Marketing Fund is to be used in accordance with the Franchise Disclosure Document with a focus on regional and national marketing and advertising. | |||||||||
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 March 31, 2015, three franchisees represented 45% of outstanding accounts receivable. As of December 31, 2014, six franchisees represented 56% of outstanding accounts receivable. We did not have any customers that represented greater than 10% of our revenues during the three months ended March 31, 2015 and 2014. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable represent amounts due from franchisees for initial franchise fees, royalty fees and marketing and advertising expenses. 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 we track on an ongoing basis. The losses ultimately could differ materially in the near term from the amounts estimated in determining the allowance. As of March 31, 2015 and December 31, 2014, we had an allowance for doubtful accounts of $81,879 and $81,032, respectively. | |||||||||
Deferred Franchise Costs | |||||||||
Deferred franchise costs represent commissions that are paid in conjunction with the sale of a franchise and are expensed when the respective revenue is recognized, which is generally upon the opening of a clinic. | |||||||||
Property and Equipment | |||||||||
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the assets. | |||||||||
Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in other income. | |||||||||
Software Developed | |||||||||
We capitalize most software development costs. These capitalized costs are primarily related to proprietary software used by clinics for operations and the Company for management of operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized as assets in progress until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Software developed is recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight line basis over its estimated useful life, generally 5 years. | |||||||||
Intangible Assets | |||||||||
Intangible assets consist primarily of re-acquired franchise rights, and customer relationships. We amortize the fair value of re-acquired franchise rights over the remaining contractual terms of the re-acquired franchise rights at the time of the acquisition, which was approximately 7 years. The fair value of customer relationships is amortized over their estimated useful life of 2 years. | |||||||||
Goodwill | |||||||||
Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired in the acquisitions discussed in Note 2. Under FASB ASC 350-10, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests, and tests between annual tests in certain circumstances, based on estimated fair value in accordance with FASB ASC 350-10, and written down when impaired. | |||||||||
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 estimated 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 March 31, 2015 and 2014. | |||||||||
Advertising Fund | |||||||||
We have established an advertising fund for national/regional 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 increased to 2% in January 2015. We segregate the marketing funds collected and use the funds for specific purposes as outlined in the Franchise Disclosure Document. These funds are included in restricted cash on our consolidated balance sheets. 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 consolidated balance sheets. | |||||||||
Co-Op Marketing Funds | |||||||||
Some franchises have established regional Co-Ops for advertising within their local and regional markets. We maintain an agency relationship under which the marketing funds collected are segregated and used for the purposes specified by the Co-Ops officers. The marketing funds are included in restricted cash on our consolidated balance sheets. | |||||||||
Deferred Rent | |||||||||
We lease office space for our corporate offices and company-owned clinics under operating leases, which may include rent holidays and rent escalation clauses. We recognize rent holiday periods and scheduled rent increases on a straight-line basis over the term of the lease. We record tenant improvement allowances as deferred rent liabilities and amortizes the allowance over the term of the lease, as a reduction to rent expense. | |||||||||
Revenue Recognition | |||||||||
We generate revenue through initial franchise fees, regional developer fees, transfer fees, royalties, IT related income, and computer software fees, and from our company-owned and managed clinics. | |||||||||
Initial Franchise Fees. We require the entire non-refundable initial franchise fee to be paid upon execution of a franchise agreement, which has an initial term of ten years. Initial franchise fees are recognized as revenue when we have substantially completed our initial services under the franchise agreement, which typically occurs upon opening of the clinic. Our 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 offer guarantees on their behalf. | |||||||||
Regional Developer Fees. During 2011, we established a regional developer program to engage 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 expected 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. | |||||||||
Revenues and Management Fees from Company Clinics. We earn revenues from clinics that we operate or manage throughout the US. In those states where we operate the clinic, revenues are recognized when services are performed. We offer a variety of membership and wellness packages which feature discounted pricing as compared with our single-visiting pricing. Amounts collected up front for membership and wellness packages are recorded as deferred revenue and recognized when the service is performed. In other states where state law requires the chiropractic practice to be owned by a licensed chiropractor, we enter into a management agreement with the doctor’s professional corporation. Under the management agreement, we provide administrative and business management services to the doctor’s professional corporation in return for a monthly management fee. When the collectability of the full management fee is uncertain, we recognize management fee revenue only to the extent of fees expected to be collected from the professional corporations. | |||||||||
Royalties. We collect royalties, as stipulated in the franchise agreement, equal to 7% of gross sales, and a marketing and advertising fee currently of 2% of gross sales. Certain franchisees with franchise agreements acquired during the formation of the Company 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. | |||||||||
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 made available to all 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 a clinic’s 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 | |||||||||
We incur advertising costs in addition to those included in the advertising fund. Our policy is to expense all operating advertising costs as incurred. Advertising expenses were $268,506 and $44,080 for three months ended March 31, 2015 and 2014, respectively. | |||||||||
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 March 31, 2015 and December 31, 2014, we maintained a liability for income taxes for uncertain tax positions of approximately $124,000 and $122,000, respectively, of which $32,000 and $30,000 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. | |||||||||
Loss per Common Share | |||||||||
Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options. | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net loss | $ | (1,903,723 | ) | $ | (127,894 | ) | |||
Weighted average common shares outstanding - basic | 9,662,502 | 4,811,561 | |||||||
Effect of dilutive securities: | |||||||||
Stock options | - | - | |||||||
Shares issuable on conversion of preferred stock | - | - | |||||||
Weighted average common shares outstanding - diluted | 9,662,502 | 4,811,561 | |||||||
Basic and diluted loss per share | $ | (0.20 | ) | $ | (0.03 | ) | |||
The following table summarizes the potential shares of common stock that were excluded from diluted net loss per share, because the effect of including these potential shares was anti-dilutive: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Unvested restricted stock | 522,356 | 125,159 | |||||||
Stock options | 366,995 | 198,915 | |||||||
Warrants | 90,000 | - | |||||||
Stock-Based Compensation | |||||||||
We account for share based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. We determined the estimated grant-date fair value of restricted shares using quoted market prices and the grant-date fair value of stock options using the Black-Scholes option pricing model and recognize compensation costs ratably over the period of service using the straight-line method. | |||||||||
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, realizability of deferred tax assets and purchase price allocations. | |||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard becomes effective for us on January 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. Recent tentative decisions by the FASB may delay the effective date of this ASU and some of its other provisions. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. | |||||||||
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern: Disclosures about an Entity’s Ability to Continue as a Going Concern." The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The new guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter. We are currently evaluating the impact of the adoption of ASU No. 2014-15 on our consolidated financial statements. | |||||||||
In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. ASU 2015-03 is not expected to have a material impact on the Company’s condensed consolidated financial statements. | |||||||||
Note_2_Acquistions
Note 2 - Acquistions | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combination Disclosure [Text Block] | Note 2: Acquisitions | ||||||||
Los Angeles County Acquisition of Franchise Units | |||||||||
On December 31, 2014, we acquired substantially all the assets and certain liabilities of six franchises held by The Joint RRC Corp. including franchises that manage four operating clinics in Los Angeles County for a purchase price of $900,000 which was paid in cash on December 31, 2014. We intend to manage four of the acquired franchises as company clinics and to terminate two remaining franchises. On January 1, 2015, we amended the original agreement in which we acquired an additional three undeveloped franchises. This resulted in a net deferred revenue adjustment of $41,100 to the net purchase price. No additional consideration was paid. | |||||||||
The purchase price allocation for these acquisitions is subject to further adjustment upon finalization of the opening balance sheet. The following summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: | |||||||||
Property and equipment | $ | 297,630 | |||||||
Intangible assets | 153,000 | ||||||||
Goodwill | 636,104 | ||||||||
Total assets acquired | 1,086,734 | ||||||||
Unfavorable leases | (227,834 | ) | |||||||
Net assets acquired | $ | 858,900 | |||||||
Intangible assets consist of reacquired franchise rights of $81,000 and customer relationships of $72,000 and will be amortized over their estimated useful lives of seven years and two years, respectively. | |||||||||
Unfavorable leases consist of leases with rents that are in excess of market value. This liability will be amortized over the lives of the associated leases. | |||||||||
Goodwill recorded in connection with this acquisition was attributable to the workforce of the clinics and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is tax-deductible. | |||||||||
Acquisition of Franchises in Phoenix and Tucson, Arizona | |||||||||
On February 17, 2015, we acquired substantially all of the assets and certain liabilities of two operating franchises in Phoenix and Tucson, Arizona from Roth & Pelan Enterprises, LLC. The total consideration for this transaction was $935,000, subject to certain adjustments, of which $780,000 was funded from the proceeds of our recent initial public offering and a note for $155,000 was issued to the seller. We intend to operate the two franchises as company clinics. | |||||||||
At the time of the transaction, we carried a deferred revenue balance of $29,000, representing franchise fees collected upon the execution of the franchise agreements, and deferred franchise costs of $1,450, related to the undeveloped franchise. In accordance with ASC 952-605, we accounted for the franchise rights associated with the undeveloped franchise as a cancellation, and the respective deferred revenue and deferred franchise costs were netted against the aggregate purchase price. The remaining $907,450 was accounted for as consideration paid for the two acquired franchises. | |||||||||
The purchase price allocation for this acquisition is preliminary and subject to further adjustment upon finalization of the opening balance sheet. The following summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: | |||||||||
Property and equipment | $ | 150,000 | |||||||
Intangible assets | 155,000 | ||||||||
Goodwill | 626,973 | ||||||||
Total assets acquired | 931,973 | ||||||||
Deferred membership revenue | (24,523 | ) | |||||||
Net assets acquired | $ | 907,450 | |||||||
Intangible assets consist of reacquired franchise rights of $82,000, customer relationships of $73,000 and will be amortized over their estimated useful lives of seven years and two years, respectively. | |||||||||
Goodwill recorded in connection with this acquisition was attributable to the workforce of the clinics and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is tax-deductible. | |||||||||
We have retrospectively adjusted the condensed consolidated balance sheet as of December 31, 2014 related to adjustments to the purchase price allocation of the above acquisition. The impacts are adjustments to deferred franchise costs, goodwill and deferred revenue, with no changes to total net assets. There were no impacts on the consolidated statements of operations or cash flows for any prior periods as a result of these adjustments. The balance sheet impacts are as follows: | |||||||||
31-Dec-14 | |||||||||
As reported | As revised | ||||||||
Deferred franchise costs - current portion | $ | 668,700 | $ | 622,800 | |||||
Goodwill | 677,204 | 636,104 | |||||||
Deferred revenue - current portion | 2,044,500 | 1,957,500 | |||||||
Acquisition of Franchises in Phoenix, Arizona | |||||||||
On March 3, 2015, we completed the repurchase of four developed franchises and one undeveloped franchise from TJSC, LLC. The total consideration for this transaction was approximately $750,000, subject to certain adjustments, of which $690,000 was funded from the proceeds of our recent initial public offering and a note for $60,000 was issued to the seller. We intend to continue to operate two of the clinics opened under the developed franchises as company clinics. The franchisee closed the two clinics operated under the remaining developed franchises. We have terminated the undeveloped franchise and may relocate it. | |||||||||
At the time of the transaction, we carried a deferred revenue balance of $29,000, representing franchise fees collected upon the execution of the franchise agreements, and deferred franchise costs of $1,450, related to the undeveloped franchise. In accordance with ASC 952-605, we accounted for the franchise rights associated with the undeveloped franchise as a cancellation, and the respective deferred revenue and deferred franchise costs were netted against the aggregate purchase price. The remaining $722,450 was accounted for as consideration paid for the four acquired franchises. | |||||||||
The purchase price allocation for these acquisitions is preliminary and subject to further adjustment upon finalization of the opening balance sheet. The following summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: | |||||||||
Property and equipment | $ | 150,000 | |||||||
Intangible assets | 123,000 | ||||||||
Goodwill | 492,996 | ||||||||
Total assets acquired | 765,996 | ||||||||
Deferred membership revenue | (43,546 | ) | |||||||
Net assets acquired | $ | 722,450 | |||||||
Intangible assets consist of reacquired franchise rights of $65,000 customer relationships of $58,000 and will be amortized over their estimated useful lives of seven years and two years, respectively. | |||||||||
Goodwill recorded in connection with this acquisition was attributable to the workforce of the clinics and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is tax-deductible. | |||||||||
Acquisition of Franchises in San Gabriel Valley, California | |||||||||
On March 6, 2015, we completed our repurchase of nine franchises from The Joint San Gabriel Valley, Inc. The transaction involved the repurchase of two developed franchises and seven undeveloped franchises. We intend to manage the clinics opened under the two developed franchises and to terminate, re-locate or re-sell the seven undeveloped franchises. The total consideration for this transaction was $300,000, subject to adjustment, of which $270,000 was funded from the proceeds of our recent initial public offering and a note of $30,000 was issued to the seller. | |||||||||
At the time of the transaction, we carried a deferred revenue balance of $203,000, representing franchise fees collected upon the execution of the franchise agreements, and deferred franchise costs of $107,100, related to the seven unopened clinics. In accordance with ASC 952-605, we accounted for the franchise rights associated with the unopened clinics as a cancellation, and the respective deferred revenue and deferred franchise costs were netted against the aggregate purchase price. The remaining $204,100 was accounted for as consideration paid for the two acquired franchises. | |||||||||
The purchase price allocation for this acquisition is preliminary and subject to further adjustment upon finalization of the opening balance sheet. The $204,100 of net consideration paid to acquire the two clinics was allocated to assets and liabilities as follows: | |||||||||
Property and equipment | $ | 150,000 | |||||||
Intangible assets | 34,000 | ||||||||
Goodwill | 20,100 | ||||||||
Total assets acquired | $ | 204,100 | |||||||
Intangible assets consist of reacquired franchise rights of $18,000, customer relationships of $16,000 and will be amortized over their estimated useful lives of seven years and two years, respectively. | |||||||||
Goodwill recorded in connection with this acquisition was attributable to the workforce of the clinics and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is tax-deductible. | |||||||||
Acquisition of Franchises in Glendale, Arizona | |||||||||
On March 23, 2015, we completed our repurchase of one developed franchise from The Joint Arrowhead Ranch, LLC. We intend to operate the acquired clinic as a company clinic. The total consideration for this transaction was approximately $100,000, subject to adjustment, of which $90,000 was funded from the proceeds of our recent initial public offering and a note for $10,000 was issued to the seller. | |||||||||
The purchase price allocation for this acquisition is preliminary and subject to further adjustment upon finalization of the opening balance sheet. The following summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: | |||||||||
Property and equipment | $ | 75,000 | |||||||
Intangible assets | 17,000 | ||||||||
Goodwill | 21,170 | ||||||||
Total assets acquired | 113,170 | ||||||||
Deferred membership revenue | (13,170 | ) | |||||||
Net assets acquired | $ | 100,000 | |||||||
Intangible assets consist of reacquired franchise rights of $9,000 customer relationships of $8,000 and will be amortized over their estimated useful lives of seven years and two years, respectively. | |||||||||
Goodwill recorded in connection with this acquisition was attributable to the workforce of the clinics and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is tax-deductible. | |||||||||
Acquisition of Franchisee Upon Default | |||||||||
In January 2015, in connection with the default by a franchisee under its franchise agreement, we assumed substantially all of the assets of a clinic in Tempe, Arizona. We are accounting for this as a business combination. As no consideration was transferred to the franchisee, we expect to recognize a bargain purchase gain equal to the fair value of the net assets acquired; however, no amounts have been recorded in the consolidated financial statements for the three months ended March 31, 2015, as information is not yet available to reasonably estimate the fair value of the net assets acquired. | |||||||||
Pro Forma Results of Operations (Unaudited) | |||||||||
The following table summarizes selected unaudited pro forma consolidated statements of operations data for the three months ended March 31, 2015 and 2014 as if the acquisitions had been completed at the beginning of the year. | |||||||||
Pro Forma for the Three Months Ended | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Revenues, net | $ | 2,667,820 | $ | 1,848,689 | |||||
Net loss | (1,979,530 | ) | (505,834 | ) | |||||
This selected unaudited pro forma consolidated financial data is included only for the purpose of illustration and does not necessarily indicate what the operating results would have been if the acquisitions had been completed on that date. Moreover, this information does not indicate what our future operating results will be. The information for 2014 and 2015 prior to the acquisitions is included based on prior accounting records maintained by the acquired companies. In some cases, accounting policies differed materially from accounting policies adopted by the Company following the acquisitions. For 2015, this information includes actual data recorded in our financial statements for the period subsequent to the date of the acquisition. The Company’s consolidated statement of operations for the three months ended March 31, 2015 include net revenue and net loss of $406,706 and $153,547, respectively, attributable to the acquisitions. | |||||||||
The pro forma amounts included in the table above reflect the application of our accounting policies and adjustment of the results of the clinics to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied from January 1, 2014, together with the consequential tax impacts. | |||||||||
Note_3_Notes_Receivable
Note 3 - Notes Receivable | 3 Months Ended |
Mar. 31, 2015 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 3: Notes Receivable |
Effective July 2012, we sold a previously owned company 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 March 31, 2015 and December 31, 2014 was $52,540 and $59,269, 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 we 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, 2014. Due to uncertainty surrounding the collectability of the note, we reserved the note in full as of March 31, 2015. | |
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 March 31, 2015 and December 31, 2014. | |
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | Note 4: Property and Equipment | ||||||||
Property and equipment consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Office and computer equipment | $ | 207,668 | $ | 209,575 | |||||
Leasehold improvements | 1,192,868 | 665,961 | |||||||
Software developed | 564,560 | 564,560 | |||||||
1,965,096 | 1,440,096 | ||||||||
Accumulated depreciation and amortization | (391,573 | ) | (305,644 | ) | |||||
$ | 1,573,523 | $ | 1,134,452 | ||||||
Assets in progress | 14,021 | - | |||||||
$ | 1,587,544 | $ | 1,134,452 | ||||||
Depreciation and amortization expense was $85,929 and $40,066 for the three months ended March 31, 2015 and 2014, respectively. | |||||||||
Note_5_Intangible_Assets
Note 5 - Intangible Assets | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||
Intangible Assets Disclosure [Text Block] | Note 5: Intangible Assets | ||||||||||||
On January 1, 2015 we completed our reacquisition and termination of our regional developer rights and three licenses for undeveloped franchises for the Los Angeles County, California region in exchange for cash consideration of $507,500. At the time of the transaction, we carried a deferred revenue balance of $174,000, representing license fees collected upon the execution of the regional developer agreements. In accordance with ASC 952-605, we accounted for the development rights associated with the undersold or undeveloped franchises as a cancellation, and the respective deferred revenue was netted against the aggregate purchase price. The remaining $333,500 was accounted for as consideration paid for the reacquired development rights. | |||||||||||||
On January 23, 2015 we completed our reacquisition and termination of our San Diego regional developer rights in exchange for cash consideration of $400,000. At the time of the transaction, we carried a deferred revenue balance of $94,250, representing license fees collected upon the execution of the regional developer agreements. In accordance with ASC 952-605, we accounted for the development rights associated with the undersold or undeveloped franchises as a cancellation, and the respective deferred revenue was netted against the aggregate purchase price. The remaining $305,750 was accounted for as consideration paid for the reacquired development rights. | |||||||||||||
On March 20, 2015 we completed our reacquisition and termination of our New Jersey regional developer rights in exchange for cash consideration of $145,000. At the time of the transaction, we carried a deferred revenue balance of $304,500, representing license fees collected upon the execution of the regional develop agreements. In accordance with ASC 952-605, we accounted for the cash consideration paid as a cancellation of the development rights associated with the undersold or undeveloped franchises, and netted this amount against the respective deferred revenue. The excess deferred regional developer fees revenue was recognized as revenue at the date of the agreement as no further performance obligations exist. | |||||||||||||
Intangible assets which remain subject to adjustment upon receipt of final valuation information, consisted of the following: | |||||||||||||
As of March 31, 2015 | |||||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||||
Amount | Amortization | Value | |||||||||||
Amortized intangible assets: | |||||||||||||
Reacquired franchise rights | $ | 255,000 | $ | 4,702 | $ | 250,298 | |||||||
Customer relationships | 227,000 | 4,786 | 222,214 | ||||||||||
Reacquired development rights | $ | 639,250 | $ | 27,178 | 612,072 | ||||||||
Unamortized intangible assets: | $ | 1,121,250 | $ | 36,667 | $ | 1,084,583 | |||||||
Goodwill | 1,821,040 | ||||||||||||
Total intangible assets | $ | 2,905,623 | |||||||||||
Amortization expense was $36,667 and $0 for the three months ended March 31, 2015and 2014, respectively. | |||||||||||||
Estimated amortization expense for 2015 and subsequent years is as follows: | |||||||||||||
2015 | $ | 183,443 | |||||||||||
2016 | 241,250 | ||||||||||||
2017 | 141,000 | ||||||||||||
2018 | 127,750 | ||||||||||||
2019 | 127,750 | ||||||||||||
Thereafter | 263,390 | ||||||||||||
Total | $ | 1,084,583 | |||||||||||
Note_6_Notes_Payable
Note 6 - Notes Payable | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Debt Disclosure [Text Block] | Note 6: Notes Payable | ||||
On February 17, 2015, we entered into a $155,000 note payable as a portion of the consideration paid in connection with the acquisition of two existing franchises and a license to develop one additional franchise from Roth & Pelan Enterprises, LLC. This note bears interest at 1.5% per annum with $25,000 plus interest due on June 17, 2015 and the remaining principal and interest due February 17, 2017. While this is a below market interest rate loan, we did not impute interest as the effects are immaterial. | |||||
On March 3, 2015, we entered into a $60,000 note payable as a portion of the consideration paid in connection with the acquisition of four existing franchises and a license to develop one additional franchise from TJSC, LLC. This note bears interest at 4.5% per annum with $30,000 plus interest due on July 30, 2015 and the remaining principal plus interest due on January 30, 2016. | |||||
On March 6, 2015, we entered into a $30,000 note payable as a portion of the consideration paid in connection with the acquisition of two existing franchises and licenses to develop seven additional franchises from The Joint San Gabriel Valley Inc. This note bears interest at 1.5% per annum with principal and interest due on November 19, 2015. | |||||
On March 23, 2015, we entered into a $10,000 note payable as a portion of the consideration paid in connection with the acquisition of an existing franchise from The Joint Arrowhead Ranch LLC. This note bears interest at 1.5% per annum with principal and interest due September 20, 2016. If the seller has fully performed their duties under the agreement, one half of the principal plus interest will be paid on July 20, 2015. | |||||
Maturities of our notes payable are as follows as of March 31, 2015: | |||||
2015 | $ | 115,000 | |||
2016 | 10,000 | ||||
2017 | 130,000 | ||||
Total | $ | 255,000 | |||
Note_7_Equity
Note 7 - Equity | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | Note 7: Equity | ||||||||||||||||
Initial Public Offering | |||||||||||||||||
We completed our initial public offering of 3,000,000 shares of common stock at a price to the public of $6.50 per share on November 14, 2014, whereupon we received aggregate net proceeds of approximately $17,065,000 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. | |||||||||||||||||
Stock Options | |||||||||||||||||
In November 2012, we adopted the 2012 Stock Plan (“2012 Plan”). The 2012 Plan’s purpose is to attract and retain the best available personnel for positions of substantial responsibility, provide incentives and additional ownership opportunities for employees, directors, and consultants, and generally promote the success of our business. The 2012 Plan permits us to grant incentive stock options, non-statutory stock options, restricted stock, stock appreciation rights, performance units and performance shares to employees, directors, and consultants for a period of ten years. | |||||||||||||||||
On May 15, 2014, we adopted the 2014 Stock Plan (“2014 Plan”). The 2014 Plan is designed to supersede and replace the 2012 Plan, effective as of the adoption date and set aside 1,513,000 shares of our common stock that may be granted under the 2014 Plan. | |||||||||||||||||
On January 1, 2014, we granted stock options to employees to purchase 198,915 shares of the Company. These options vest over a period of four years from grant date with the exception of 100,125 options that were contingent on the initial public offering that took place on November 14, 2014. These options vest in 12 monthly installments of 4,171 shares the first year, 12 monthly installments of 2,503 shares the second year, and 12 monthly installments of 1,670 shares the third year. | |||||||||||||||||
On May 15, 2014, we granted stock options to an employee to purchase 72,100 shares of the Company. These options vest over 16 quarterly installments of 4,450 shares, beginning September 30, 2014. | |||||||||||||||||
On November 10, 2014, in conjunction with the initial public offering, 50,000 additional stock options were granted that vest one year after the grant date. | |||||||||||||||||
The estimated fair value of each option granted is calculated using the Black-Scholes option-pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including the estimated fair value of underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. | |||||||||||||||||
The fair value of our common stock prior to our IPO was estimated by the Board of Directors at or about the time of grant for each share-based award. At each grant, the board considered a number of factors in establishing a value for our common stock including our EBITDA, assessments of an amount our shareholders would accept in the private sale of the company, discussions with our investment bankers regarding pricing of the company’s common stock in an initial public offering and the probability of successfully completing an IPO. Although the methods for determining the fair value of our common stock are not complex, the board’s estimate of the fair value of our common stock did involve subjectivity, especially assessments of value in a private sale and estimates of value in the public stock market. | |||||||||||||||||
Since our stock was not publicly traded, expected volatilities were based on volatilities from publicly traded companies with business models similar to ours. Upon the completion of our IPO, our stock trading price became the basis of fair value of our common stock used in determining the value of share based awards. We will rely upon the volatilities from publicly traded companies with similar business models until our common stock has accumulated enough trading history for us to utilize our own historical volatility. The expected life of the options granted is based on the average of the vesting term and the contractual term of the option. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury 10-year yield curve in effect at the date of the grant. | |||||||||||||||||
We have computed the fair value of all options granted during the three months ended March 31, 2015 and 2014, using the following assumptions: | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Expected volatility | 47% | 46% | |||||||||||||||
Expected dividends | None | None | |||||||||||||||
Expected term (years) | 6.25 | 7.5 | |||||||||||||||
Risk-free rate | 1.45% | to | 1.74% | 0.07% | |||||||||||||
Forfeiture rate | 20% | None | |||||||||||||||
The information below summarizes the stock options: | |||||||||||||||||
Number of | Weighted | Weighted | Weighted | ||||||||||||||
Shares | Average | Average | Average | ||||||||||||||
Exercise | Fair | Remaining | |||||||||||||||
Price | Value | Contractual Life | |||||||||||||||
Outstanding at December 31, 2014 | 312,995 | $ | 2.04 | $ | 0.92 | 9.2 | |||||||||||
Granted at market price | 54,000 | 8.2 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Cancelled | - | - | |||||||||||||||
Outstanding at March 31, 2015 | 366,995 | 3.11 | 1.43 | 9.1 | |||||||||||||
Exercisable at March 31, 2015 | 61,294 | $ | 1.38 | $ | 0.65 | 8.8 | |||||||||||
The intrinsic value of our stock options outstanding was $1,822,383 at March 31, 2015. | |||||||||||||||||
For the three months ended March 31, 2015 and 2014, stock based compensation expense for stock options was $43,529, and $5,606 respectively. Unrecognized stock-based compensation expense for stock options as of March 31, 2015 was $348,202, which is expected to be recognized ratably over the next 2.96 years. | |||||||||||||||||
Restricted Stock | |||||||||||||||||
On January 1, 2014, we granted restricted stock awards to an executive and a consultant to earn an aggregate of 567,375 shares of our stock. The restricted stock was granted in two tranches. The first tranche vests over a period of four years from the grant date. The second tranche began vesting upon completion of our initial public offering on November 14, 2014 over a three year period. The fair market value of the 567,375 shares of restricted stock was valued at $1.20 per share, determined by our Board of Directors, totaling approximately $679,000 to be recognized ratably as the stock is vested. | |||||||||||||||||
On December 16, 2014, we granted restricted stock to an executive to earn 95,000 shares of our common stock. These shares vest over a four year period from the grant date. The estimated fair market value of these shares was valued at $6.20 per share, based on our stock trading price, totaling approximately $589,000 to be recognized ratably as the stock is vested. | |||||||||||||||||
The information below summaries the restricted stock activity: | |||||||||||||||||
Restricted Share Awards | Shares | ||||||||||||||||
Outstanding at December 31, 2014 | 662,375 | ||||||||||||||||
Restricted stock awards granted | - | ||||||||||||||||
Awards forfeited or exercised | - | ||||||||||||||||
Outstanding at March 31, 2015 | 662,375 | ||||||||||||||||
Remaining available to be issued | 42,950 | ||||||||||||||||
For the three months ended March 31, 2015 and 2014, stock based compensation expense for restricted stock awards was $88,758, and $9,994, respectively. Unrecognized stock based compensation expense for restricted stock awards as of March 31, 2015 was $1,109,454 to be recognized ratably over 3.17 years. | |||||||||||||||||
Warrants | |||||||||||||||||
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. For the year ended December 31, 2014, a net expenses of $113,929 were recorded against proceeds against additional paid in capital, associated with these awards. The fair value of the warrants was determined using the Black-Scholes option valuation model. The warrants expire on November 10, 2018 and have a remaining contractual life of 3.6 years as of March 31, 2015. | |||||||||||||||||
The information below summarizes the warrants: | |||||||||||||||||
Number of Units | Weighted | Weighted Average Remaining Contractual Term (in years) | Intrinsic Value | ||||||||||||||
Average | |||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding at December 31, 2014 | 90,000 | $ | 8.13 | 3.9 | - | ||||||||||||
Granted | - | - | |||||||||||||||
Outstanding at March 31, 2015 | 90,000 | $ | 8.13 | 3.6 | $ | - | |||||||||||
Exercisable at March 31, 2015 | - | $ | - | - | $ | - | |||||||||||
Preferred Stock | |||||||||||||||||
We have 50,000 shares authorized as preferred stock. The preferred stock is senior to common stock and each share has the same voting rights as the common stockholders. The liquidation preference is equal to the stated value of the stock plus any dividends declared but unpaid at the time of a liquidation event. The preferred shares are convertible to common stock at the option of the holder at a rate of one share of preferred stock for 53.4 shares of common stock. On November 14, 2014, the holders of our preferred stock converted all 25,000 outstanding shares of preferred stock to 1,335,000 shares of common stock. | |||||||||||||||||
Common Stock | |||||||||||||||||
On November 26, 2012, the Board declared a dividend of 29 shares of our common stock on each share of common stock outstanding as of December 1, 2012. The stock dividend was effective and payable automatically as of the effective date of the Certificate of Amendment to our Certificate of Incorporation which was January 9, 2013. The stock dividend has been accounted for as a stock split and retroactively reflected in these consolidated financial statements. On September 16, 2014, the Board declared a second stock dividend of .78 shares of common stock for each share of common stock outstanding as of September 15, 2014. The second stock dividend was effective and payable automatically as of the effective date of the Company’s Amended and Restated Certificate of Incorporation, which was September 17, 2014. This stock dividend has been accounted for as a stock split and retroactively reflected in these consolidated financial statements. | |||||||||||||||||
On January 9, 2013, a Certificate of Amendment of Certificate of Incorporation was filed with the Delaware Secretary of State. This amendment authorized us to increase the number of common stock shares from 150,000 to 4,000,000. A subsequent Certificate of Amendment of Certificate of Incorporation was filed on December 24, 2013, authorizing us to increase the number of common stock shares to 4,250,000. An Amended and Restated Certificate of Incorporation was filed on September 17, 2014, authorizing us to increase the number of common stock shares to 20,000,000. | |||||||||||||||||
Treasury Stock | |||||||||||||||||
In December 2013, we exercised our right of first refusal under the terms of a Stockholders Agreement dated March 10, 2010 to repurchase 534,000 shares of our common stock. The shares were purchased for $0.45 per share or $240,000 in cash along with the issuance of an option to repurchase the 534,000 shares. We had the right to call the option upon a 15% change in ownership. The repurchased shares were recorded as treasury stock, at cost in the amount of $791,638, and are available for general corporate purposes. The option is classified in equity as it is considered indexed to our stock and meets the criteria for classification in equity. The option was granted to the seller for a term of 8 years. The option contained the following exercise prices: | |||||||||||||||||
Year 1 | $ | 0.56 | |||||||||||||||
Year 2 | $ | 0.68 | |||||||||||||||
Year 3 | $ | 0.84 | |||||||||||||||
Year 4 | $ | 1.03 | |||||||||||||||
Year 5 | $ | 1.28 | |||||||||||||||
Year 6 | $ | 1.59 | |||||||||||||||
Year 7 | $ | 1.97 | |||||||||||||||
Year 8 | $ | 2.45 | |||||||||||||||
Consideration given in the form of the option was valued using a Binomial Lattice-Based model resulting in a fair value of $1.03 per share option for a total fair value of $551,638. The option was valued using the Binomial Lattice-Based valuation methodology because that model embodies all of the relevant assumptions that address the features underlying the instrument. Significant assumptions were as follows: | |||||||||||||||||
Market value of underlying common stock | $1.20 | ||||||||||||||||
Term (in years) | 1 | – | 8 | ||||||||||||||
Strike price | $0.56 | – | $2.45 | ||||||||||||||
Volatility | 27.03% | – | 45.64% | ||||||||||||||
Risk-free interest | 0.13% | – | 2.45% | ||||||||||||||
Note_8_Income_Taxes
Note 8 - Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 8: Income Taxes |
During the quarter ended March 31, 2015, the Company recorded no income tax provision due to a net operating loss and a valuation allowance against deferred tax assets. | |
Note_9_Related_Party_Transacti
Note 9 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 9: 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 $209,000 and $126,000 for the three months ended March 31, 2015 and 2014. | |
Note_10_Commitments_and_Contin
Note 10 - Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | Note 10: Commitments and Contingencies | ||||
Operating Leases | |||||
We lease our corporate office space. Monthly payments under the lease were approximately $10,500 through June 2012 and approximately $6,700 through December 2013. The lease expired on December 31, 2013. On September 17, 2013, we entered into a new lease for corporate office space, with 66 monthly payments increasing from $10,500 to $22,000, beginning February 3, 2014, the date we took occupancy of the new office space. Between December 31, 2014 and March 31, 2015, we acquired 10 additional leases for clinic locations. These leases vary in length from 20 to 40 months and have monthly payments ranging from $2,069 to $5,909. | |||||
Total rent expense for the three months ended March 31, 2015 and 2014 was approximately $118,000 and $33,000, respectively. | |||||
Future minimum annual lease payments are approximately as follows: | |||||
2015 | $ | 540,522 | |||
2016 | 627,334 | ||||
2017 | 568,714 | ||||
2018 | 331,074 | ||||
2019 | 154,055 | ||||
Thereafter | - | ||||
$ | 2,221,699 | ||||
Litigation | |||||
In the normal course of business, we are party to litigation from time to time. We maintain insurance to cover certain actions and believe that resolution of such litigation will not have a material adverse effect on the Company. | |||||
Note_11_Subsequent_Events
Note 11 - Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 11: Subsequent Events |
On April 1, 2015, we granted an aggregate of 7,500 stock options at an exercise price of $7.81 that vest immediately to certain non-employee members of our board of directors. The options expire in 2025. | |
On April 14, 2015, we completed a purchase of a franchise from a franchisee. The transaction involved the repurchase of a developed franchise. We intend to manage the clinic opened under the developed franchise. The total consideration for this transaction was approximately $335,000, subject to adjustments, of which $276,500 was funded from the proceeds of our recent initial public offering and a note for $58,000 was issued to the seller. | |
On April 30, 2015, we completed the repurchase of eight franchises in San Diego County, California. In a related transaction, we completed the termination of nine franchise agreements for franchises that were to be located in Los Angeles County, California region. The total consideration for these transactions was $631,000, $550,100 of which was funded from the proceeds of our recent initial public offering, and $89,900 of which was funded with a promissory note. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation | ||||||||
The accompanying consolidated financial statements include the accounts of The Joint Corp. and its wholly owned subsidiary, The Joint Corporate Unit No. 1, LLC (collectively, the “Company”), which was dormant for all periods presented. | |||||||||
All significant intercompany accounts and transactions between The Joint Corp. and its subsidiary have been eliminated in consolidation. | |||||||||
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entities | ||||||||
An entity that has a controlling financial interest in a variable interest entity (“VIE”) is referred to as the primary beneficiary and consolidates the VIE. An entity is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. | |||||||||
Certain states regulate the practice of chiropractic care and require that chiropractic services are provided by legal entities organized under state laws as professional corporations or PCs. In these states, where we have acquired franchises as company owned and managed, we have entered into management services agreements with PCs to provide on an exclusive basis, all non-clinical services of the chiropractic practice. We have analyzed our relationship with the PCs and have determined that have we do not have the power to direct the activities of the VIE. As such, the activity of the PCs is not included in our consolidated financial statements. | |||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | ||||||||
We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash. We continually monitor our positions with, and credit quality of, the financial institutions with which we invest. As of the balance sheet date and periodically throughout the period, we have maintained balances in various operating accounts in excess of federally insured limits. We have invested substantially all of the proceeds of our IPO in short-term bank deposits. We had no cash equivalents as of March 31, 2015 and December 31, 2014. | |||||||||
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash | ||||||||
Restricted cash relates to cash franchisees are required to contribute to our National Marketing Fund and cash franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed to the National Marketing Fund is to be used in accordance with the Franchise Disclosure Document with a focus on regional and national marketing and advertising. | |||||||||
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 March 31, 2015, three franchisees represented 45% of outstanding accounts receivable. As of December 31, 2014, six franchisees represented 56% of outstanding accounts receivable. We did not have any customers that represented greater than 10% of our revenues during the three months ended March 31, 2015 and 2014. | |||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable | ||||||||
Accounts receivable represent amounts due from franchisees for initial franchise fees, royalty fees and marketing and advertising expenses. 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 we track on an ongoing basis. The losses ultimately could differ materially in the near term from the amounts estimated in determining the allowance. As of March 31, 2015 and December 31, 2014, we had an allowance for doubtful accounts of $81,879 and $81,032, respectively. | |||||||||
Revenue Recognition, Services, Commissions [Policy Text Block] | Deferred Franchise Costs | ||||||||
Deferred franchise costs represent commissions that are paid in conjunction with the sale of a franchise and are expensed when the respective revenue is recognized, which is generally upon the opening of a clinic. | |||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment | ||||||||
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the assets. | |||||||||
Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in other income. | |||||||||
Internal Use Software, Policy [Policy Text Block] | Software Developed | ||||||||
We capitalize most software development costs. These capitalized costs are primarily related to proprietary software used by clinics for operations and the Company for management of operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized as assets in progress until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Software developed is recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight line basis over its estimated useful life, generally 5 years. | |||||||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets | ||||||||
Intangible assets consist primarily of re-acquired franchise rights, and customer relationships. We amortize the fair value of re-acquired franchise rights over the remaining contractual terms of the re-acquired franchise rights at the time of the acquisition, which was approximately 7 years. The fair value of customer relationships is amortized over their estimated useful life of 2 years. | |||||||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill | ||||||||
Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired in the acquisitions discussed in Note 2. Under FASB ASC 350-10, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests, and tests between annual tests in certain circumstances, based on estimated fair value in accordance with FASB ASC 350-10, and written down when impaired. | |||||||||
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 estimated 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 March 31, 2015 and 2014. | |||||||||
Advertising Fund [Policy Text Block] | Advertising Fund | ||||||||
We have established an advertising fund for national/regional 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 increased to 2% in January 2015. We segregate the marketing funds collected and use the funds for specific purposes as outlined in the Franchise Disclosure Document. These funds are included in restricted cash on our consolidated balance sheets. 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 consolidated balance sheets. | |||||||||
Cooperative Advertising Policy [Policy Text Block] | Co-Op Marketing Funds | ||||||||
Some franchises have established regional Co-Ops for advertising within their local and regional markets. We maintain an agency relationship under which the marketing funds collected are segregated and used for the purposes specified by the Co-Ops officers. The marketing funds are included in restricted cash on our consolidated balance sheets. | |||||||||
Lease, Policy [Policy Text Block] | Deferred Rent | ||||||||
We lease office space for our corporate offices and company-owned clinics under operating leases, which may include rent holidays and rent escalation clauses. We recognize rent holiday periods and scheduled rent increases on a straight-line basis over the term of the lease. We record tenant improvement allowances as deferred rent liabilities and amortizes the allowance over the term of the lease, as a reduction to rent expense. | |||||||||
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, and from our company-owned and managed clinics. | |||||||||
Revenue Recognition, Services, Franchise Fees [Policy Text Block] | Initial Franchise Fees. We require the entire non-refundable initial franchise fee to be paid upon execution of a franchise agreement, which has an initial term of ten years. Initial franchise fees are recognized as revenue when we have substantially completed our initial services under the franchise agreement, which typically occurs upon opening of the clinic. Our 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 offer guarantees on their behalf. | ||||||||
Regional Developer Fees Policy [Policy Text Block] | Regional Developer Fees. During 2011, we established a regional developer program to engage 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 expected 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. | ||||||||
Revenues and Management Fees Policy [Policy Text Block] | Revenues and Management Fees from Company Clinics. We earn revenues from clinics that we operate or manage throughout the US. In those states where we operate the clinic, revenues are recognized when services are performed. We offer a variety of membership and wellness packages which feature discounted pricing as compared with our single-visiting pricing. Amounts collected up front for membership and wellness packages are recorded as deferred revenue and recognized when the service is performed. In other states where state law requires the chiropractic practice to be owned by a licensed chiropractor, we enter into a management agreement with the doctor’s professional corporation. Under the management agreement, we provide administrative and business management services to the doctor’s professional corporation in return for a monthly management fee. When the collectability of the full management fee is uncertain, we recognize management fee revenue only to the extent of fees expected to be collected from the professional corporations. | ||||||||
Royalties Policy [Policy Text Block] | Royalties. We collect royalties, as stipulated in the franchise agreement, equal to 7% of gross sales, and a marketing and advertising fee currently of 2% of gross sales. Certain franchisees with franchise agreements acquired during the formation of the Company 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. | ||||||||
IT Related Income and Software Fees Policy [Policy Text Block] | 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 made available to all 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 a clinic’s 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 | ||||||||
We incur advertising costs in addition to those included in the advertising fund. Our policy is to expense all operating advertising costs as incurred. Advertising expenses were $268,506 and $44,080 for three months ended March 31, 2015 and 2014, respectively. | |||||||||
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 March 31, 2015 and December 31, 2014, we maintained a liability for income taxes for uncertain tax positions of approximately $124,000 and $122,000, respectively, of which $32,000 and $30,000 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] | Loss per Common Share | ||||||||
Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options. | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net loss | $ | (1,903,723 | ) | $ | (127,894 | ) | |||
Weighted average common shares outstanding - basic | 9,662,502 | 4,811,561 | |||||||
Effect of dilutive securities: | |||||||||
Stock options | - | - | |||||||
Shares issuable on conversion of preferred stock | - | - | |||||||
Weighted average common shares outstanding - diluted | 9,662,502 | 4,811,561 | |||||||
Basic and diluted loss per share | $ | (0.20 | ) | $ | (0.03 | ) | |||
The following table summarizes the potential shares of common stock that were excluded from diluted net loss per share, because the effect of including these potential shares was anti-dilutive: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Unvested restricted stock | 522,356 | 125,159 | |||||||
Stock options | 366,995 | 198,915 | |||||||
Warrants | 90,000 | - | |||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | ||||||||
We account for share based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. We determined the estimated grant-date fair value of restricted shares using quoted market prices and the grant-date fair value of stock options using the Black-Scholes option pricing model and recognize compensation costs ratably over the period of service using the straight-line method. | |||||||||
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, realizability of deferred tax assets and purchase price allocations. | |||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard becomes effective for us on January 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. Recent tentative decisions by the FASB may delay the effective date of this ASU and some of its other provisions. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. | |||||||||
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern: Disclosures about an Entity’s Ability to Continue as a Going Concern." The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The new guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter. We are currently evaluating the impact of the adoption of ASU No. 2014-15 on our consolidated financial statements. | |||||||||
In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. ASU 2015-03 is not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Note_1_Nature_of_Operations_an1
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Franchisor Disclosure [Table Text Block] | Three Months Ended | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Clinics open at beginning of period | 246 | 175 | |||||||
Clinics opened during the period | 13 | 18 | |||||||
Clinics closed during the period | (6 | ) | (1 | ) | |||||
Clinics in operation at the end of the period | 253 | 192 | |||||||
Clinics sold but not yet operational | 254 | 263 | |||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net loss | $ | (1,903,723 | ) | $ | (127,894 | ) | |||
Weighted average common shares outstanding - basic | 9,662,502 | 4,811,561 | |||||||
Effect of dilutive securities: | |||||||||
Stock options | - | - | |||||||
Shares issuable on conversion of preferred stock | - | - | |||||||
Weighted average common shares outstanding - diluted | 9,662,502 | 4,811,561 | |||||||
Basic and diluted loss per share | $ | (0.20 | ) | $ | (0.03 | ) | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Unvested restricted stock | 522,356 | 125,159 | |||||||
Stock options | 366,995 | 198,915 | |||||||
Warrants | 90,000 | - |
Note_2_Acquistions_Tables
Note 2 - Acquistions (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Note 2 - Acquistions (Tables) [Line Items] | |||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Property and equipment | $ | 297,630 | ||||||
Intangible assets | 153,000 | ||||||||
Goodwill | 636,104 | ||||||||
Total assets acquired | 1,086,734 | ||||||||
Unfavorable leases | (227,834 | ) | |||||||
Net assets acquired | $ | 858,900 | |||||||
Property and equipment | $ | 150,000 | |||||||
Intangible assets | 155,000 | ||||||||
Goodwill | 626,973 | ||||||||
Total assets acquired | 931,973 | ||||||||
Deferred membership revenue | (24,523 | ) | |||||||
Net assets acquired | $ | 907,450 | |||||||
Property and equipment | $ | 150,000 | |||||||
Intangible assets | 123,000 | ||||||||
Goodwill | 492,996 | ||||||||
Total assets acquired | 765,996 | ||||||||
Deferred membership revenue | (43,546 | ) | |||||||
Net assets acquired | $ | 722,450 | |||||||
Property and equipment | $ | 150,000 | |||||||
Intangible assets | 34,000 | ||||||||
Goodwill | 20,100 | ||||||||
Total assets acquired | $ | 204,100 | |||||||
Property and equipment | $ | 75,000 | |||||||
Intangible assets | 17,000 | ||||||||
Goodwill | 21,170 | ||||||||
Total assets acquired | 113,170 | ||||||||
Deferred membership revenue | (13,170 | ) | |||||||
Net assets acquired | $ | 100,000 | |||||||
Business Acquisition, Pro Forma Information [Table Text Block] | Pro Forma for the Three Months Ended | ||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
Revenues, net | $ | 2,667,820 | $ | 1,848,689 | |||||
Net loss | (1,979,530 | ) | (505,834 | ) | |||||
Franchises in Phoenix and Tucson, Arizona [Member] | |||||||||
Note 2 - Acquistions (Tables) [Line Items] | |||||||||
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | 31-Dec-14 | ||||||||
As reported | As revised | ||||||||
Deferred franchise costs - current portion | $ | 668,700 | $ | 622,800 | |||||
Goodwill | 677,204 | 636,104 | |||||||
Deferred revenue - current portion | 2,044,500 | 1,957,500 |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment [Table Text Block] | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Office and computer equipment | $ | 207,668 | $ | 209,575 | |||||
Leasehold improvements | 1,192,868 | 665,961 | |||||||
Software developed | 564,560 | 564,560 | |||||||
1,965,096 | 1,440,096 | ||||||||
Accumulated depreciation and amortization | (391,573 | ) | (305,644 | ) | |||||
$ | 1,573,523 | $ | 1,134,452 | ||||||
Assets in progress | 14,021 | - | |||||||
$ | 1,587,544 | $ | 1,134,452 |
Note_5_Intangible_Assets_Table
Note 5 - Intangible Assets (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | As of March 31, 2015 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||||
Amount | Amortization | Value | |||||||||||
Amortized intangible assets: | |||||||||||||
Reacquired franchise rights | $ | 255,000 | $ | 4,702 | $ | 250,298 | |||||||
Customer relationships | 227,000 | 4,786 | 222,214 | ||||||||||
Reacquired development rights | $ | 639,250 | $ | 27,178 | 612,072 | ||||||||
Unamortized intangible assets: | $ | 1,121,250 | $ | 36,667 | $ | 1,084,583 | |||||||
Goodwill | 1,821,040 | ||||||||||||
Total intangible assets | $ | 2,905,623 | |||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2015 | $ | 183,443 | ||||||||||
2016 | 241,250 | ||||||||||||
2017 | 141,000 | ||||||||||||
2018 | 127,750 | ||||||||||||
2019 | 127,750 | ||||||||||||
Thereafter | 263,390 | ||||||||||||
Total | $ | 1,084,583 |
Note_6_Notes_Payable_Tables
Note 6 - Notes Payable (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | 2015 | $ | 115,000 | ||
2016 | 10,000 | ||||
2017 | 130,000 | ||||
Total | $ | 255,000 |
Note_7_Equity_Tables
Note 7 - Equity (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Note 7 - Equity (Tables) [Line Items] | |||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | March 31, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
Expected volatility | 47% | 46% | |||||||||||||||
Expected dividends | None | None | |||||||||||||||
Expected term (years) | 6.25 | 7.5 | |||||||||||||||
Risk-free rate | 1.45% | to | 1.74% | 0.07% | |||||||||||||
Forfeiture rate | 20% | None | |||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of | Weighted | Weighted | Weighted | |||||||||||||
Shares | Average | Average | Average | ||||||||||||||
Exercise | Fair | Remaining | |||||||||||||||
Price | Value | Contractual Life | |||||||||||||||
Outstanding at December 31, 2014 | 312,995 | $ | 2.04 | $ | 0.92 | 9.2 | |||||||||||
Granted at market price | 54,000 | 8.2 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Cancelled | - | - | |||||||||||||||
Outstanding at March 31, 2015 | 366,995 | 3.11 | 1.43 | 9.1 | |||||||||||||
Exercisable at March 31, 2015 | 61,294 | $ | 1.38 | $ | 0.65 | 8.8 | |||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Restricted Share Awards | Shares | |||||||||||||||
Outstanding at December 31, 2014 | 662,375 | ||||||||||||||||
Restricted stock awards granted | - | ||||||||||||||||
Awards forfeited or exercised | - | ||||||||||||||||
Outstanding at March 31, 2015 | 662,375 | ||||||||||||||||
Remaining available to be issued | 42,950 | ||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Units | Weighted | Weighted Average Remaining Contractual Term (in years) | Intrinsic Value | |||||||||||||
Average | |||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding at December 31, 2014 | 90,000 | $ | 8.13 | 3.9 | - | ||||||||||||
Granted | - | - | |||||||||||||||
Outstanding at March 31, 2015 | 90,000 | $ | 8.13 | 3.6 | $ | - | |||||||||||
Exercisable at March 31, 2015 | - | $ | - | - | $ | - | |||||||||||
Class of Treasury Stock [Table Text Block] | Year 1 | $ | 0.56 | ||||||||||||||
Year 2 | $ | 0.68 | |||||||||||||||
Year 3 | $ | 0.84 | |||||||||||||||
Year 4 | $ | 1.03 | |||||||||||||||
Year 5 | $ | 1.28 | |||||||||||||||
Year 6 | $ | 1.59 | |||||||||||||||
Year 7 | $ | 1.97 | |||||||||||||||
Year 8 | $ | 2.45 | |||||||||||||||
Treasury Stock [Member] | |||||||||||||||||
Note 7 - Equity (Tables) [Line Items] | |||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Market value of underlying common stock | $1.20 | |||||||||||||||
Term (in years) | 1 | – | 8 | ||||||||||||||
Strike price | $0.56 | – | $2.45 | ||||||||||||||
Volatility | 27.03% | – | 45.64% | ||||||||||||||
Risk-free interest | 0.13% | – | 2.45% |
Note_10_Commitments_and_Contin1
Note 10 - Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2015 | $ | 540,522 | ||
2016 | 627,334 | ||||
2017 | 568,714 | ||||
2018 | 331,074 | ||||
2019 | 154,055 | ||||
Thereafter | - | ||||
$ | 2,221,699 |
Supplemental_NonCash_Disclosur1
Supplemental Non-Cash Disclosures (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Supplemental Non-Cash Disclosures (Details) [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $525,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 329,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 104,936 | |
Payments to Acquire Businesses, Net of Cash Acquired | 1,830,000 | |
Business Combination, Consideration Transferred, Liabilities Incurred | 255,000 | |
Deferred Franchise Costs Netted Against Aggregate Purchase Price | 155,900 | |
Deposit Assets | 507,500 | |
Intangible Assets Reclassified from Deposits | 507,500 | |
Franchise Fees [Member] | ||
Supplemental Non-Cash Disclosures (Details) [Line Items] | ||
Deferred Revenue | 348,000 | |
License Fees [Member] | ||
Supplemental Non-Cash Disclosures (Details) [Line Items] | ||
Deferred Revenue | $572,750 |
Note_1_Nature_of_Operations_an2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 18, 2014 | Nov. 14, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||
Share Price | $6.50 | $0.45 | ||||
Proceeds from Issuance Initial Public Offering | $17,065,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 450,000 | |||||
Proceeds from Stock Options Exercised | 2,710,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 90,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $8.13 | $8.13 | 8.13 | |||
Cash Equivalents, at Carrying Value | 0 | 0 | ||||
Concentration Risk, Number of Major Customers | 0 | |||||
Allowance for Doubtful Accounts Receivable | 81,879 | 81,032 | ||||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | ||||
Franchise Monthly Marketing Fee, Gross Sales, Percentage | 1.00% | |||||
Initial Franchise Agreement 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% | |||||
Marketing and Advertising Fee, Gross Sales, Percentage | 2.00% | |||||
Advertising Expense | 268,506 | 44,080 | ||||
Liability for Uncertain Tax Positions, Current | 124,000 | 122,000 | ||||
Three 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 | 3 | |||||
Concentration Risk, Percentage | 45.00% | |||||
Six 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 | 6 | |||||
Concentration Risk, Percentage | 56.00% | |||||
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% | |||||
Computer Software, Intangible Asset [Member] | ||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Franchise Rights [Member] | ||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||
Customer Relationships [Member] | ||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration Risk, Number of Major Customers | 0 | |||||
Minimum [Member] | ||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Maximum [Member] | ||||||
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||
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 | $32,000 | 30,000 |
Note_1_Nature_of_Operations_an3
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) - Franchise Agreements | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Franchise Agreements [Abstract] | ||
Clinics open at beginning of period | 246 | 175 |
Clinics opened during the period | 13 | 18 |
Clinics closed during the period | -6 | -1 |
Clinics in operation at the end of the period | 253 | 192 |
Clinics sold but not yet operational | 254 | 263 |
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 | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings (Loss) Per Common Share [Abstract] | ||
Net loss (in Dollars) | ($1,903,723) | ($127,894) |
Weighted average common shares outstanding - basic | 9,662,502 | 4,811,561 |
Weighted average common shares outstanding - diluted | 9,662,502 | 4,811,561 |
Basic and diluted loss per share (in Dollars per share) | ($0.20) | ($0.03) |
Note_1_Nature_of_Operations_an5
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details) - Potential Shares of Common Stock Excluded from Diluted Net Loss Per Share | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 522,356 | 125,159 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 366,995 | 198,915 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 90,000 |
Note_2_Acquistions_Details
Note 2 - Acquistions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Feb. 17, 2015 | Mar. 03, 2015 | Mar. 06, 2015 | Mar. 20, 2015 | Mar. 31, 2015 | Jan. 01, 2015 | Mar. 23, 2015 | Mar. 31, 2015 | |
Franchises [Member] | Franchises in Phoenix and Tucson, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Deferred Revenue | $29,000 | ||||||||
Franchises [Member] | Franchises in Phoenix, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Deferred Revenue | 29,000 | ||||||||
Franchises [Member] | Franchises in San Gabriel Valley, California [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Deferred Revenue | 203,000 | ||||||||
Franchise Rights [Member] | The Joint RRC Corp [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 81,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||||
Franchise Rights [Member] | Franchises in Phoenix and Tucson, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 82,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||||
Franchise Rights [Member] | Franchises in Phoenix, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 65,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||||
Franchise Rights [Member] | Franchises in San Gabriel Valley, California [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 18,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||||
Franchise Rights [Member] | Franchises in Glendale, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 9,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||||
Franchise Rights [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||||
Customer Relationships [Member] | The Joint RRC Corp [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 72,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||||
Customer Relationships [Member] | Franchises in Phoenix and Tucson, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 73,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||||
Customer Relationships [Member] | Franchises in Phoenix, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 58,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||||
Customer Relationships [Member] | Franchises in San Gabriel Valley, California [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 16,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||||
Customer Relationships [Member] | Franchises in Glendale, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | 8,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||||
Customer Relationships [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||||
The Joint RRC Corp [Member] | Los Angeles County [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Number of Franchises Acquired from Franchisee | 4 | ||||||||
The Joint RRC Corp [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Number of Franchises Acquired from Franchisee | 6 | ||||||||
Payments to Acquire Businesses, Gross | 900,000 | ||||||||
Number of Franchises to be Operated as Company-Owned from Franchisee Acquistion | 4 | ||||||||
Number of Franchises to be Closed | 2 | ||||||||
Number of Additional Undeveloped Franchises Acquired | 3 | ||||||||
Net Purchase Price, Net Deferred Revenue Adjustment | 41,100 | ||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 406,706 | ||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | -153,547 | ||||||||
Franchises in Phoenix and Tucson, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Number of Franchises Acquired from Franchisee | 2 | ||||||||
Payments to Acquire Businesses, Gross | 907,450 | ||||||||
Number of Franchises to be Operated as Company-Owned from Franchisee Acquistion | 2 | ||||||||
Business Combination, Consideration Transferred | 935,000 | ||||||||
Business Combination, Consideration Transferred, Amount Funded from Proceeds of IPO | 780,000 | ||||||||
Debt Instrument, Face Amount | 155,000 | ||||||||
Deferred Franchise Costs | 1,450 | ||||||||
Franchises in Phoenix, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Payments to Acquire Businesses, Gross | 722,450 | ||||||||
Number of Franchises to be Operated as Company-Owned from Franchisee Acquistion | 2 | ||||||||
Number of Franchises to be Closed | 2 | ||||||||
Business Combination, Consideration Transferred | 750,000 | ||||||||
Business Combination, Consideration Transferred, Amount Funded from Proceeds of IPO | 690,000 | ||||||||
Debt Instrument, Face Amount | 60,000 | ||||||||
Deferred Franchise Costs | 1,450 | ||||||||
Number of Developed Franchises Acquired | 4 | ||||||||
Number of Undeveloped Franchises Acquired | 1 | ||||||||
Franchises in San Gabriel Valley, California [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Number of Franchises Acquired from Franchisee | 9 | ||||||||
Payments to Acquire Businesses, Gross | 204,100 | ||||||||
Number of Franchises to be Operated as Company-Owned from Franchisee Acquistion | 2 | ||||||||
Number of Franchises to be Closed | 7 | ||||||||
Business Combination, Consideration Transferred | 300,000 | ||||||||
Business Combination, Consideration Transferred, Amount Funded from Proceeds of IPO | 270,000 | ||||||||
Debt Instrument, Face Amount | 30,000 | ||||||||
Deferred Franchise Costs | 107,100 | ||||||||
Number of Developed Franchises Acquired | 2 | ||||||||
Number of Undeveloped Franchises Acquired | 7 | ||||||||
Franchises in Glendale, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Business Combination, Consideration Transferred | 100,000 | ||||||||
Business Combination, Consideration Transferred, Amount Funded from Proceeds of IPO | 90,000 | ||||||||
Debt Instrument, Face Amount | 10,000 | ||||||||
Number of Developed Franchises Acquired | 1 | ||||||||
Clinic in Tempe, Arizona [Member] | |||||||||
Note 2 - Acquistions (Details) [Line Items] | |||||||||
Business Combination, Consideration Transferred | 0 | ||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | 0 |
Note_2_Acquistions_Details_Ass
Note 2 - Acquistions (Details) - Assets Acquired and Liabilities Assumed (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Feb. 17, 2015 | Mar. 03, 2015 | Mar. 06, 2015 | Mar. 23, 2015 |
Note 2 - Acquistions (Details) - Assets Acquired and Liabilities Assumed [Line Items] | ||||||
Property and equipment | $525,000 | |||||
Intangible assets | 329,000 | |||||
Goodwill | 1,821,040 | 636,104 | ||||
Deferred membership revenue | -104,936 | |||||
The Joint RRC Corp [Member] | ||||||
Note 2 - Acquistions (Details) - Assets Acquired and Liabilities Assumed [Line Items] | ||||||
Property and equipment | 297,630 | |||||
Intangible assets | 153,000 | |||||
Goodwill | 636,104 | |||||
Total assets acquired | 1,086,734 | |||||
Unfavorable leases | -227,834 | |||||
Net assets acquired | 858,900 | |||||
Franchises in Phoenix and Tucson, Arizona [Member] | ||||||
Note 2 - Acquistions (Details) - Assets Acquired and Liabilities Assumed [Line Items] | ||||||
Property and equipment | 150,000 | |||||
Intangible assets | 155,000 | |||||
Goodwill | 626,973 | |||||
Total assets acquired | 931,973 | |||||
Deferred membership revenue | -24,523 | |||||
Net assets acquired | 907,450 | |||||
Franchises in Phoenix, Arizona [Member] | ||||||
Note 2 - Acquistions (Details) - Assets Acquired and Liabilities Assumed [Line Items] | ||||||
Property and equipment | 150,000 | |||||
Intangible assets | 123,000 | |||||
Goodwill | 492,996 | |||||
Total assets acquired | 765,996 | |||||
Deferred membership revenue | -43,546 | |||||
Net assets acquired | 722,450 | |||||
Franchises in San Gabriel Valley, California [Member] | ||||||
Note 2 - Acquistions (Details) - Assets Acquired and Liabilities Assumed [Line Items] | ||||||
Property and equipment | 150,000 | |||||
Intangible assets | 34,000 | |||||
Goodwill | 20,100 | |||||
Total assets acquired | 204,100 | |||||
Franchises in Glendale, Arizona [Member] | ||||||
Note 2 - Acquistions (Details) - Assets Acquired and Liabilities Assumed [Line Items] | ||||||
Property and equipment | 75,000 | |||||
Intangible assets | 17,000 | |||||
Goodwill | 21,170 | |||||
Total assets acquired | 113,170 | |||||
Deferred membership revenue | -13,170 | |||||
Net assets acquired | $100,000 |
Note_2_Acquistions_Details_Bal
Note 2 - Acquistions (Details) - Balance Sheet Adjustments Related to the Purchase Price Allocation (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Deferred franchise costs - current portion | $579,800 | $622,800 |
Goodwill | 1,821,040 | 636,104 |
Deferred revenue - current portion | 2,008,106 | 1,957,500 |
Scenario, Previously Reported [Member] | ||
Deferred franchise costs - current portion | 668,700 | |
Goodwill | 677,204 | |
Deferred revenue - current portion | $2,044,500 |
Note_2_Acquistions_Details_Sup
Note 2 - Acquistions (Details) - Supplemental Pro Forma Information (The Joint RRC Corp [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
The Joint RRC Corp [Member] | ||
Note 2 - Acquistions (Details) - Supplemental Pro Forma Information [Line Items] | ||
Revenues, net | $2,667,820 | $1,848,689 |
Net loss | ($1,979,530) | ($505,834) |
Note_3_Notes_Receivable_Detail
Note 3 - Notes Receivable (Details) (USD $) | 1 Months Ended | |||
Jul. 31, 2012 | Mar. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2012 | |
Note 3 - Notes Receivable (Details) [Line Items] | ||||
Allowance for Doubtful Accounts Receivable | $81,879 | $81,032 | ||
Former Director of the Company [Member] | ||||
Note 3 - Notes Receivable (Details) [Line Items] | ||||
Due from Related Parties | 21,750 | |||
Allowance for Doubtful Accounts Receivable | 21,750 | 21,750 | ||
Company-Owned Clinic [Member] | ||||
Note 3 - Notes Receivable (Details) [Line Items] | ||||
Financing Receivable, Net | $90,000 | $52,540 | $59,269 | |
Notes Receivable, Interest Rate | 6.00% | |||
Notes Receivable Contractual Term | 54 months | |||
Notes Receivable Principal and Interest Term | 42 months |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization | $122,596 | $40,066 |
Note_4_Property_and_Equipment_2
Note 4 - Property and Equipment (Details) - Property and Equipment (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Net | $1,587,544 | $1,134,452 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 207,668 | 209,575 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,192,868 | 665,961 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 564,560 | 564,560 |
Property, Plant and Equipment Excluding Assets in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,965,096 | 1,440,096 |
Accumulated depreciation and amortization | -391,573 | -305,644 |
Property and Equipment, Net | 1,573,523 | 1,134,452 |
Assets in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Net | $14,021 |
Note_5_Intangible_Assets_Detai
Note 5 - Intangible Assets (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
Jan. 01, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 23, 2015 | Mar. 20, 2015 | |
Note 5 - Intangible Assets (Details) [Line Items] | |||||
Number of Licenses | 3 | ||||
Amortization of Intangible Assets | $36,667 | $0 | |||
Franchises [Member] | Regional Developer Rights, Los Angeles County, California [Member] | |||||
Note 5 - Intangible Assets (Details) [Line Items] | |||||
Deferred Revenue | 174,000 | ||||
Franchises [Member] | Regional Developer Rights, San Diego [Member] | |||||
Note 5 - Intangible Assets (Details) [Line Items] | |||||
Deferred Revenue | 94,250 | ||||
Franchises [Member] | Regional Developer Rights, New Jersey [Member] | |||||
Note 5 - Intangible Assets (Details) [Line Items] | |||||
Deferred Revenue | 304,500 | ||||
Regional Developer Rights, Los Angeles County, California [Member] | |||||
Note 5 - Intangible Assets (Details) [Line Items] | |||||
Finite-lived Intangible Assets Acquired | 507,500 | ||||
Payments to Acquire Intangible Assets | 333,500 | ||||
Regional Developer Rights, San Diego [Member] | |||||
Note 5 - Intangible Assets (Details) [Line Items] | |||||
Finite-lived Intangible Assets Acquired | 400,000 | ||||
Payments to Acquire Intangible Assets | 305,750 | ||||
Regional Developer Rights, New Jersey [Member] | |||||
Note 5 - Intangible Assets (Details) [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $145,000 |
Note_5_Intangible_Assets_Detai1
Note 5 - Intangible Assets (Details) - Intangible Assets Acquired (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Note 5 - Intangible Assets (Details) - Intangible Assets Acquired [Line Items] | ||
Gross Carrying Amount | $1,121,250 | |
Accumulated Amortization | 36,667 | |
Net Carrying Value | 1,084,583 | |
Goodwill | 1,821,040 | 636,104 |
Total intangible assets | 2,905,623 | |
Franchise Rights [Member] | ||
Note 5 - Intangible Assets (Details) - Intangible Assets Acquired [Line Items] | ||
Gross Carrying Amount | 255,000 | |
Accumulated Amortization | 4,702 | |
Net Carrying Value | 250,298 | |
Customer Relationships [Member] | ||
Note 5 - Intangible Assets (Details) - Intangible Assets Acquired [Line Items] | ||
Gross Carrying Amount | 227,000 | |
Accumulated Amortization | 4,786 | |
Net Carrying Value | 222,214 | |
Development Rights [Member] | ||
Note 5 - Intangible Assets (Details) - Intangible Assets Acquired [Line Items] | ||
Gross Carrying Amount | 639,250 | |
Accumulated Amortization | 27,178 | |
Net Carrying Value | $612,072 |
Note_5_Intangible_Assets_Detai2
Note 5 - Intangible Assets (Details) - Estimated Amortization Expense (USD $) | Mar. 31, 2015 |
Estimated Amortization Expense [Abstract] | |
2015 | $183,443 |
2016 | 241,250 |
2017 | 141,000 |
2018 | 127,750 |
2019 | 127,750 |
Thereafter | 263,390 |
Total | $1,084,583 |
Note_6_Notes_Payable_Details
Note 6 - Notes Payable (Details) (USD $) | Feb. 17, 2015 | Mar. 03, 2015 | Mar. 06, 2015 | Mar. 23, 2015 |
Franchise From Roth & Pelan Enterprises, LLC. [Member] | ||||
Note 6 - Notes Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $155,000 | |||
Number of Franchises | 2 | |||
undefined | 1 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
Interest Payable | 25,000 | |||
Franchise From TJSC, LLC [Member] | ||||
Note 6 - Notes Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | 60,000 | |||
Number of Franchises | 4 | |||
undefined | 1 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | |||
Interest Payable | 30,000 | |||
Franchises From The Joint San Gabriel Valley Inc. [Member] | ||||
Note 6 - Notes Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | 30,000 | |||
Number of Franchises | 2 | |||
undefined | 7 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
Franchise From The Joint Arrowhead Ranch LLC. [Member] | ||||
Note 6 - Notes Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $10,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% |
Note_6_Notes_Payable_Details_M
Note 6 - Notes Payable (Details) - Maturities of Notes Payable (USD $) | Mar. 31, 2015 |
Maturities of Notes Payable [Abstract] | |
2015 | $115,000 |
2016 | 10,000 |
2017 | 130,000 |
Total | $255,000 |
Note_7_Equity_Details
Note 7 - Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 18, 2014 | Nov. 14, 2014 | Sep. 16, 2014 | Nov. 26, 2012 | Dec. 31, 2013 | Mar. 31, 2015 | Dec. 31, 2013 | 15-May-14 | Nov. 10, 2014 | Mar. 31, 2014 | Jan. 01, 2014 | Dec. 16, 2014 | Nov. 30, 2012 | Dec. 31, 2014 | Sep. 17, 2014 | Dec. 24, 2013 | Jan. 09, 2013 | |
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||||||||||||||||
Share Price (in Dollars per share) | $6.50 | $0.45 | $0.45 | ||||||||||||||
Proceeds from Issuance Initial Public Offering (in Dollars) | $17,065,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 450,000 | ||||||||||||||||
Proceeds from Stock Options Exercised (in Dollars) | 2,710,000 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 90,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $8.13 | $8.13 | $8.13 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 54,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | 1,822,383 | ||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | 348,202 | ||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 350 days | ||||||||||||||||
Class of Warrants or Rights Outstanding Remaining Contractual Life | 3 years 219 days | ||||||||||||||||
Preferred Stock, Shares Authorized | 50,000 | 50,000 | |||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 53.4 | ||||||||||||||||
Convertible Preferred Stock Converted to Other Securities (in Dollars) | 25,000 | ||||||||||||||||
Conversion of Stock, Shares Issued | 1,335,000 | ||||||||||||||||
Common Dividends Accounted for as a Stock Split, Shares | 29 | ||||||||||||||||
Common Stock Dividends, Shares | 0.78 | ||||||||||||||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | 4,250,000 | |||||||||||||
Authorization to Purchase Option, Shares | 534,000 | ||||||||||||||||
Stock Repurchased During Period, Value (in Dollars) | 240,000 | ||||||||||||||||
Stockholder Agreement, Repurchase Right Option, Ownership Change Percentage | 15.00% | ||||||||||||||||
Treasury Stock, Retired, Cost Method, Amount (in Dollars) | 791,638 | ||||||||||||||||
Authorization to Purchase Option, Term | 8 years | ||||||||||||||||
Binomial Lattice-based Model Fair Value Share Price (in Dollars per share) | $1.03 | $1.03 | |||||||||||||||
Binomial Lattice-based Model Fair Value Total (in Dollars) | 551,638 | 551,638 | |||||||||||||||
Employee [Member] | The 2014 Plan [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 72,100 | ||||||||||||||||
Share-based Compensation Arrangement Number of Share Vesting Each Vesting Period | 4,450 | ||||||||||||||||
Share-based Compensation Arrangement Number of Quarterly Installements | 16 | ||||||||||||||||
IPO [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||||||||||||||||
Share Price (in Dollars per share) | $6.50 | ||||||||||||||||
Proceeds from Issuance Initial Public Offering (in Dollars) | 17,065,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 450,000 | ||||||||||||||||
Proceeds from Stock Options Exercised (in Dollars) | 2,710,000 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 90,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $8.13 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 50,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | 43,529 | 5,606 | |||||||||||||||
Restricted Stock [Member] | Tranche 1 [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||||||||
Restricted Stock [Member] | Tranche 2 [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Share Price (in Dollars per share) | 1.2 | $6.20 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 42,950 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | 88,758 | 9,994 | |||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 62 days | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 567,375 | 95,000 | |||||||||||||||
Number of Tranches of Restricted Stock | 2 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost (in Dollars) | 679,000 | 589,000 | |||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | 1,109,454 | ||||||||||||||||
First Year [Member] | The 2014 Plan [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement Number of Share Vesting Each Vesting Period | 4,171 | ||||||||||||||||
Second Year [Member] | The 2014 Plan [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement Number of Share Vesting Each Vesting Period | 2,503 | ||||||||||||||||
Third Year [Member] | The 2014 Plan [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement Number of Share Vesting Each Vesting Period | 1,670 | ||||||||||||||||
Prior to Increase [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Common Stock, Shares Authorized | 150,000 | ||||||||||||||||
Posterior to Increase [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Common Stock, Shares Authorized | 4,000,000 | ||||||||||||||||
The 2012 Plan [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement, Award Plan Term | 10 years | ||||||||||||||||
The 2014 Plan [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,513,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 198,915 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||||||||
Options that Vest Dependent upon Initial Public Offering | 100,125 | ||||||||||||||||
Share-based Compensation Arrangement Shares Vesting Period of Installments | 12 months | ||||||||||||||||
Underwriters [Member] | |||||||||||||||||
Note 7 - Equity (Details) [Line Items] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $8.13 | ||||||||||||||||
Class of Warrant or Right Issued During Period | 90,000 | ||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | ($113,929) |
Note_7_Equity_Details_Fair_Val
Note 7 - Equity (Details) - Fair Value Assumptions of Options Granted | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Note 7 - Equity (Details) - Fair Value Assumptions of Options Granted [Line Items] | ||
Expected volatility | 47.00% | 46.00% |
Expected dividends | 0.00% | 0.00% |
Expected term (years) | 6 years 3 months | 7 years 6 months |
Risk-free rate | 0.07% | |
Forfeiture rate | 20.00% | 0.00% |
Minimum [Member] | ||
Note 7 - Equity (Details) - Fair Value Assumptions of Options Granted [Line Items] | ||
Risk-free rate | 1.45% | |
Maximum [Member] | ||
Note 7 - Equity (Details) - Fair Value Assumptions of Options Granted [Line Items] | ||
Risk-free rate | 1.74% |
Note_7_Equity_Details_Stock_Op
Note 7 - Equity (Details) - Stock Options Activity (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Stock Options Activity [Abstract] | ||
Number of Shares (in Shares) | 366,995 | 312,995 |
Weighted Average Exercise Price | $3.11 | $2.04 |
Weighted Average Fair Value | $1.43 | $0.92 |
Weighted Average Remaining Contractual Life | 9 years 36 days | 9 years 73 days |
Exercisable at March 31, 2015 (in Shares) | 61,294 | |
Exercisable at March 31, 2015 | $1.38 | |
Exercisable at March 31, 2015 | $0.65 | |
Exercisable at March 31, 2015 | 8 years 292 days | |
Granted at market price (in Shares) | 54,000 | |
Granted at market price | $8.20 |
Note_7_Equity_Details_Restrict
Note 7 - Equity (Details) - Restricted Stock Activity (Restricted Stock [Member]) | Mar. 31, 2015 | Dec. 31, 2014 |
Restricted Stock [Member] | ||
Note 7 - Equity (Details) - Restricted Stock Activity [Line Items] | ||
Outstanding at December 31, 2014 | 662,375 | 662,375 |
Outstanding at March 31, 2015 | 662,375 | 662,375 |
Remaining available to be issued | 42,950 |
Note_7_Equity_Details_Warrants
Note 7 - Equity (Details) - Warrants (USD $) | 0 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 18, 2014 | |
Warrants [Abstract] | ||||
Outstanding at December 31, 2014 | 90,000 | 90,000 | ||
Outstanding at December 31, 2014 | $8.13 | $8.13 | $8.13 | |
Outstanding at December 31, 2014 | 3 years 328 days | 3 years 219 days | ||
Outstanding at March 31, 2015 | 90,000 | 90,000 | ||
Outstanding at March 31, 2015 | $8.13 | $8.13 | $8.13 | |
Outstanding at March 31, 2015 | 3 years 328 days | 3 years 219 days |
Note_7_Equity_Details_Stock_Re
Note 7 - Equity (Details) - Stock Repurchase Option (USD $) | Dec. 31, 2013 |
Stock Repurchase Option [Abstract] | |
Year 1 | $0.56 |
Year 2 | $0.68 |
Year 3 | $0.84 |
Year 4 | $1.03 |
Year 5 | $1.28 |
Year 6 | $1.59 |
Year 7 | $1.97 |
Year 8 | $2.45 |
Note_7_Equity_Details_Fair_Val1
Note 7 - Equity (Details) - Fair Value Assumptions of Option to Repurchase Common Stock (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Nov. 14, 2014 | Dec. 31, 2013 | |
Note 7 - Equity (Details) - Fair Value Assumptions of Option to Repurchase Common Stock [Line Items] | |||
Market value of underlying common stock (in Dollars per share) | $6.50 | $0.45 | |
Options to Repurchase Common Stock [Member] | Minimum [Member] | |||
Note 7 - Equity (Details) - Fair Value Assumptions of Option to Repurchase Common Stock [Line Items] | |||
Term (in years) | 1 year | ||
Strike price (in Dollars per share) | $0.56 | ||
Volatility | 27.03% | ||
Risk-free interest | 0.13% | ||
Options to Repurchase Common Stock [Member] | Maximum [Member] | |||
Note 7 - Equity (Details) - Fair Value Assumptions of Option to Repurchase Common Stock [Line Items] | |||
Term (in years) | 8 years | ||
Strike price (in Dollars per share) | $2.45 | ||
Volatility | 45.64% | ||
Risk-free interest | 2.45% | ||
Options to Repurchase Common Stock [Member] | |||
Note 7 - Equity (Details) - Fair Value Assumptions of Option to Repurchase Common Stock [Line Items] | |||
Market value of underlying common stock (in Dollars per share) | $1.20 |
Note_8_Income_Taxes_Details
Note 8 - Income Taxes (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income Tax Expense (Benefit) | $0 | ($29,493) |
Note_9_Related_Party_Transacti1
Note 9 - Related Party Transactions (Details) (Shareholder [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Shareholder [Member] | ||
Note 9 - Related Party Transactions (Details) [Line Items] | ||
Related Party Transaction, Amounts of Transaction | $209,000 | $126,000 |
Note_10_Commitments_and_Contin2
Note 10 - Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 6 Months Ended | 11 Months Ended | 18 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 10 - Commitments and Contingencies (Details) [Line Items] | |||||
Operating Lease, Monthly Rent Expense | $10,500 | $6,700 | |||
Number of Monthly Payments | 66 | ||||
Operating Leases, Rent Expense | 118,000 | 33,000 | |||
Minimum [Member] | |||||
Note 10 - Commitments and Contingencies (Details) [Line Items] | |||||
Operating Lease, Monthly Rent Expense | 2,069 | 10,500 | |||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 20 months | ||||
Maximum [Member] | |||||
Note 10 - Commitments and Contingencies (Details) [Line Items] | |||||
Operating Lease, Monthly Rent Expense | $5,909 | 22,000 | |||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 40 months |
Note_10_Commitments_and_Contin3
Note 10 - Commitments and Contingencies (Details) - Summary of Future Minimum Rental Payments for Operating Leases (USD $) | Mar. 31, 2015 |
Summary of Future Minimum Rental Payments for Operating Leases [Abstract] | |
2015 | $540,522 |
2016 | 627,334 |
2017 | 568,714 |
2018 | 331,074 |
2019 | 154,055 |
$2,221,699 |
Note_11_Subsequent_Events_Deta
Note 11 - Subsequent Events (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Apr. 30, 2015 | Apr. 14, 2015 | Apr. 01, 2015 | |
Note 11 - Subsequent Events (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 54,000 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $8.20 | |||
Subsequent Event [Member] | Repurchase of a Developed Franchise [Member] | ||||
Note 11 - Subsequent Events (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $58,000 | |||
Subsequent Event [Member] | Franchises in San Diego, California [Member] | ||||
Note 11 - Subsequent Events (Details) [Line Items] | ||||
Number of Franchises Repurchased | 8 | |||
Subsequent Event [Member] | Franchises in the Los Angeles County, California Region [Member[ | ||||
Note 11 - Subsequent Events (Details) [Line Items] | ||||
Number of Franchise Agreements Terminated | 9 | |||
Subsequent Event [Member] | Franchises in San Diego County and Los Angeles County [Member] | ||||
Note 11 - Subsequent Events (Details) [Line Items] | ||||
Business Combination, Consideration Transferred | 631,000 | |||
Business Combination, Consideration Transferred, Amount Funded from Proceeds of IPO | 550,100 | |||
Debt Instrument, Face Amount | 89,900 | |||
Subsequent Event [Member] | ||||
Note 11 - Subsequent Events (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 7,500 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $7.81 | |||
Business Combination, Consideration Transferred | 335,000 | |||
Business Combination, Consideration Transferred, Amount Funded from Proceeds of IPO | $276,500 |