Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 01, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Entity Registrant Name | JOINT Corp | ||
Entity Central Index Key | 1,612,630 | ||
Trading Symbol | jynt | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 13,054,531 | ||
Entity Public Float | $ 21.2 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 3,009,864 | $ 16,792,850 |
Restricted cash | 334,394 | 385,282 |
Accounts receivable, net | 1,021,733 | 743,239 |
Income taxes receivable | 42,014 | 70,981 |
Notes receivable - current portion | 40,826 | 60,908 |
Deferred franchise costs - current portion | 748,300 | 605,850 |
Prepaid expenses and other current assets | 499,525 | 366,033 |
Total current assets | 5,696,656 | 19,025,143 |
Property and equipment, net | 4,724,706 | 7,138,746 |
Notes receivable, net of current portion and reserve | 15,823 | |
Deferred franchise costs, net of current portion | 836,350 | 1,534,700 |
Intangible assets, net | 2,338,922 | 2,542,269 |
Goodwill | 2,750,338 | 2,466,937 |
Deposits and other assets | 707,889 | 638,710 |
Total assets | 17,054,861 | 33,362,328 |
Current liabilities: | ||
Accounts payable | 1,054,946 | 1,996,971 |
Accrued expenses | 299,997 | 375,529 |
Co-op funds liability | 73,246 | 201,078 |
Payroll liabilities | 750,421 | 1,493,375 |
Notes payable - current portion | 331,500 | 451,850 |
Deferred rent - current portion | 215,450 | 334,560 |
Deferred revenue - current portion | 3,077,430 | 2,579,423 |
Other current liabilities | 60,894 | 54,596 |
Total current liabilities | 5,863,884 | 7,487,382 |
Notes payable, net of current portion | 130,000 | |
Deferred rent, net of current portion | 1,400,790 | 457,290 |
Deferred revenue, net of current portion | 2,231,712 | 4,369,702 |
Deferred tax liability | 120,700 | |
Other liabilities | 512,362 | 238,648 |
Total liabilities | 10,129,448 | 12,683,022 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 issued and outstanding, as of December 31, 2016, and December 31, 2015 | ||
Common stock, $0.001 par value; 20,000,000 shares authorized, 13,317,393 shares issued and 13,020,889 shares outstanding as of December 31, 2016 and 13,070,180 shares issued and 12,536,180 outstanding as of December 31, 2015 | 13,317 | 13,070 |
Additional paid-in capital | 36,398,588 | 35,267,376 |
Treasury stock (296,504 shares as of December 31, 2016 and 534,000 as of December 31, 2015, at cost) | (503,118) | (791,638) |
Accumulated deficit | (28,983,374) | (13,809,502) |
Total stockholders' equity | 6,925,413 | 20,679,306 |
Total liabilities and stockholders' equity | $ 17,054,861 | $ 33,362,328 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Series A preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series A preferred stock, shares authorized (in shares) | 50,000 | 50,000 |
Series A preferred stock, shares issued (in shares) | 0 | 0 |
Series A preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 13,317,393 | 13,070,180 |
Common stock, shares outstanding (in shares) | 13,020,889 | 12,536,180 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | ||
Revenues and management fees from company clinics | $ 8,578,048 | $ 3,651,273 |
Royalty fees | 5,973,079 | 4,515,203 |
Franchise fees | 2,286,809 | 2,471,259 |
Advertising fund revenue | 1,866,406 | 1,191,124 |
IT related income and software fees | 932,709 | 808,070 |
Regional developer fees | 617,573 | 866,802 |
Other revenues | 269,016 | 331,700 |
Total revenues | 20,523,640 | 13,835,431 |
Cost of revenues: | ||
Franchise cost of revenues | 2,717,691 | 2,642,451 |
IT cost of revenues | 221,918 | 177,462 |
Total cost of revenues | 2,939,609 | 2,819,913 |
Selling and marketing expenses | 4,419,180 | 2,843,613 |
Depreciation and amortization | 2,566,136 | 1,268,955 |
General and administrative expenses | 22,101,083 | 16,219,392 |
Total selling, general and administrative expenses | 29,086,399 | 20,331,960 |
Loss on disposition or impairment | 3,520,370 | |
Loss from operations | (15,022,738) | (9,316,442) |
Other (expense) income: | ||
Bargain purchase gain | 261,147 | |
Other income, net | 13,295 | 22,119 |
Total other (expense) income | 13,295 | 283,266 |
Loss before income tax expense | (15,009,443) | (9,033,176) |
Income tax (expense) benefit | (164,429) | 235,855 |
Net loss and comprehensive loss | $ (15,173,872) | $ (8,797,321) |
Loss per share: | ||
Basic and diluted loss per share (in dollars per share) | $ (1.20) | $ (0.88) |
Basic and diluted weighted average shares (in shares) | 12,696,649 | 10,042,001 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2014 | 10,196,510 | 534,000 | |||
Balance at Dec. 31, 2014 | $ 10,197 | $ 21,420,975 | $ (791,638) | $ (5,012,181) | $ 15,627,353 |
Stock-based compensation expense | 825,145 | 825,145 | |||
Issuance of common stock (in shares) | 2,613,636 | ||||
Issuance of common stock | $ 2,614 | 13,020,981 | 13,023,595 | ||
Issuance of vested restricted stock (in shares) | 259,589 | ||||
Issuance of vested restricted stock | $ 260 | $ (260) | |||
Exercise of stock options | $ 445 | ||||
Exercise of stock options (in shares) | 534 | 534 | |||
Net loss | $ (8,797,321) | $ (8,797,321) | |||
Balance (in shares) at Dec. 31, 2015 | 13,070,180 | 534,000 | |||
Balance at Dec. 31, 2015 | $ 13,070 | 35,267,376 | $ (791,638) | (13,809,502) | 20,679,306 |
Stock-based compensation expense | 1,123,481 | 1,123,481 | |||
Issuance of common stock (in shares) | 46,948 | ||||
Issuance of common stock | $ 47 | 99,953 | 100,000 | ||
Issuance of vested restricted stock (in shares) | 162,441 | ||||
Issuance of vested restricted stock | $ 162 | $ (162) | |||
Exercise of stock options | $ 37,824 | ||||
Exercise of stock options (in shares) | 38 | 70,893 | 70,931 | ||
Net loss | $ (15,173,872) | $ (15,173,872) | |||
Balance (in shares) at Dec. 31, 2016 | 13,317,393 | 296,504 | |||
Balance at Dec. 31, 2016 | $ 13,317 | 36,398,588 | $ (503,118) | (28,983,374) | 6,925,413 |
Issuance of common stock, offering costs adjustment | (1,042) | (1,042) | |||
Purchases of treasury stock under employee stock plans | $ (83,391) | $ (83,391) | |||
Purchases of treasury stock under employee stock plans (in shares) | 13,376 | 13,376 | |||
Sale of treasury stock | $ (161,911) | $ 371,911 | $ 210,000 | ||
Sale of treasury stock (in shares) | (250,872) |
Consolidated Statement of Chan6
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Parentheticals) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Common Stock [Member] | |
IPO, net offering costs | $ 1,351,403 |
IPO, net offering costs | $ 1,351,403 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (15,173,872) | $ (8,797,321) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Recovery) provision for bad debts | (10,830) | 61,629 |
Regional developer fees recognized upon acquisition of development rights | (138,500) | (254,250) |
Regional developer fees recognized upon termination of regional developer agreements | (282,750) | |
Net franchise fees recognized upon termination of franchise agreements | (342,259) | (521,350) |
Notes receivable issued for payment of transfer fees | (59,850) | |
Depreciation and amortization | 2,566,136 | 1,268,955 |
Gain on sale of property and equipment | (2,191) | (11,500) |
Loss on disposition or impairment | 3,520,370 | |
Bargain purchase gain | (261,147) | |
Deferred income taxes | 120,700 | 40,800 |
Stock based compensation expense | 1,123,481 | 825,145 |
Cash paid for legal settlement | 100,000 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Restricted cash | 50,888 | (160,706) |
Accounts receivable | (999,522) | (99,963) |
Income taxes receivable | 28,967 | 324,833 |
Prepaid expenses and other current assets | (133,492) | 9,892 |
Deferred franchise costs | 361,600 | 127,550 |
Deposits and other assets | 71,549 | (39,235) |
Accounts payable | (953,084) | (291,480) |
Accrued expenses | (75,532) | 165,602 |
Co-op funds liability | (127,832) | 14,474 |
Payroll liabilities | (742,954) | 875,431 |
Other liabilities | (19,130) | (105,973) |
Deferred rent | 824,390 | 246,686 |
Deferred revenue | (896,195) | 128,049 |
Net cash used in operating activities | (10,847,312) | (6,796,479) |
Cash flows from investing activities: | ||
Cash paid for acquisitions | (839,000) | (4,925,525) |
Reacquisition and termination of regional developer rights | (325,000) | (1,075,500) |
Purchase of property and equipment | (1,567,727) | (4,065,946) |
Proceeds received on sale of property and equipment | 11,500 | |
Payments received on notes receivable | 35,905 | 42,388 |
Net cash used in investing activities | (2,695,822) | (10,013,083) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock - follow-on public offering | 14,374,998 | |
Offering costs paid | (1,351,403) | |
Issuance of common stock, offering costs adjustment | (1,042) | |
Purchases of treasury stock under employee stock plans | (83,391) | |
Proceeds from sale of treasury stock | 210,000 | |
Proceeds from exercise of stock options | 70,931 | 534 |
Repayments on notes payable | (436,350) | (218,500) |
Net cash (used in) provided by financing activities | (239,852) | 12,805,629 |
Net decrease in cash | (13,782,986) | (4,003,933) |
Cash at beginning of year | 16,792,850 | 20,796,783 |
Cash at end of year | $ 3,009,864 | $ 16,792,850 |
Supplemental Disclosure of Non-
Supplemental Disclosure of Non-cash Information | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | During the year ended December 31, 2016 2015, $11,250 $0, December 31, 2016 2015, $15,262 $2,344, Supplemental disclosure of non-cash activity: As of December 31, 2016, $11,059 December 31, 2015, $1,109,464 $117,509 In connection with our reacquisition and termination of regional developer rights during the year ended December 31, 2016 2015, $224,750 $914,000, 6). In connection with our acquisitions of franchises during the year ended December 31, 2016, $293,014 $339,000, $269,780, $140,728 $45,072 $839,000 $186,000. $29,000, $1,450, 2). In connection with our acquisitions of franchises during the year ended December 31, 2015, $1,504,169 $1,942,180, $1,830,833, $521,825, $49,077, $106,908, $168,000 $4,925,525 $800,350 $1,005,500, $493,500, 952 605, 2). Property and equipment $ (53,836 ) Intangible assets $ 4,820 Favorable leases $ 6,250 Goodwill $ 68,616 Unfavorable leases $ (25,850 ) During December 2016, 11. one 46,948 $100,000. |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
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 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, All significant intercompany accounts and transactions between The Joint Corp. and its subsidiary have been eliminated in consolidation. Certain balances were reclassified from selling and marketing expenses to general and administrative expenses for the year ended December 31, 2015 Comprehensive Loss Net loss and comprehensive loss are the same for the years ended December 31, 2016 2015. Nature of Operations The Joint Corp., a Delaware corporation, was formed on March 10, 2010. The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed for the years ended December 31, 2016 2015: Year Ended Franchised clinics: 2016 2015 Clinics in operation at beginning of period 265 242 Opened during the period 56 54 Acquired during the period (6 ) (24 ) Closed during the period (6 ) (7 ) Clinics in operation at the end of the period 309 265 Year Ended Company-owned or managed clinics: 2016 2015 Clinics in operation at beginning of period 47 4 Opened during the period 8 21 Acquired during the period 6 24 Closed during the period - (2 ) Clinics in operation at the end of the period 61 47 Total clinics in operation at the end of the period 370 312 Clinic licenses sold but not yet developed 115 168 Management's Plans As of December 31, 2016, $3.0 2017 December 2016, 14 2017 $2.0 2016 14 $2.8 December 31, 2016. 2017, 14 2017 2016. January 2017, $5.0 one Variable Interest Entities An entity deemed to hold the controlling interest in a voting interest entity or deemed to be the primary beneficiary of a variable interest entity (“VIE”) is required to consolidate the VIE in its financial statements. An entity is deemed to be the primary beneficiary of a VIE if it has both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb the majority of losses of the VIE or the right to receive the majority of benefits from the VIE. Investments where the Company does not hold the controlling interest and are not the primary beneficiary are accounted for under the equity method. Certain states in which the Company manages clinics, regulate the practice of chiropractic care and require that chiropractic services be provided by legal entities organized under state laws as professional corporations or PCs. Such PCs are VIEs. In these states, the Company has entered into management services agreements with PCs under which the Company provides on an exclusive basis, all non-clinical services of the chiropractic practice. The Company has analyzed its relationship with the PCs and has determined that the Company does not have the power to direct the activities of the PCs. As such, the activity of the PCs is not included in the Company’s consolidated financial statements Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three December 31, 2016 2015. Restricted Cash Restricted cash relates to cash franchisees and corporate clinics contribute to the Company’s National Marketing Fund and cash franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed by franchisees 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 From time to time the Company grants credit in the normal course of business to PCs or franchisees related to the working capital needs of the PC, collection of royalties, or other operating revenues. The Company periodically performs credit analysis and monitors the financial condition of the PCs or franchisees to reduce credit risk. As of December 31, 2016 2015, one six 24% 31%, 10% December 31, 2016 2015. Accounts Receivable Accounts receivable represent amounts due from franchisees for initial franchise fees, royalty fees, marketing and advertising expenses and amounts due from PCs for which we perform management services for the repayment of working capital advances. The Company considers an allowance for doubtful accounts based on the creditworthiness of the franchisee or named entity. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is management’s best estimate of uncollectible amounts and is determined based on specific identification and historical performance that the Company tracks on an ongoing basis. The losses ultimately could differ materially in the near term from the amounts estimated in determining the allowance. As of December 31, 2016 2015, $131,830 $142,660, The Company writes off accounts receivable when it deems them uncollectible and records recoveries of accounts receivable previously written off when it receives them. In December, 2016, $731,857 December 31, 2016. 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 seven 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 income. Software Developed The Company capitalizes certain software development costs. These capitalized costs are primarily related to proprietary software used by clinics for operations and by the Company for the 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, 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. The Company also capitalizes 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 Intangible Assets Intangible assets consist primarily of re-acquired franchise and regional developer rights and customer relationships. The Company amortizes 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 range from six eight seven two The Company recorded an impairment charge of $38,185 December 31, 2016 Goodwill Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired in the acquisitions discussed in Note 2. first fourth The Company recorded an impairment charge of $54,994 December 31, 2016 Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may $2.4 $0 December 31, 2016 2015, Advertising Fund The Company has established an advertising fund for national/regional marketing and advertising of services offered by its clinics. The monthly marketing fee is 2% Co-Op Marketing Funds Some franchises have established regional Co-Ops for advertising within their local and regional markets. The Company maintains a custodial 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 the Company’s consolidated balance sheets. Accounting for Costs Associated with Exit or Disposal Activities The Company recognizes a liability for the cost associated with an exit or disposal activity that is measured initially at its fair value in the period in which the liability is incurred. Costs to terminate an operating lease or other contracts are (a) costs to terminate the contract before the end of its term or (b) costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the entity shall be recognized at the cease-use date. In periods subsequent to initial measurement, changes to the liability are measured using the credit adjusted risk-free rate that was used to measure the liability initially. The cumulative effect of a change resulting from a revision to either the timing or the amount of estimated cash flows shall be recognized as an adjustment to the liability in the period of the change. As of December 31, 2016 $0.3 Deferred Rent The Company leases office space for its corporate offices and company-owned and managed clinics under operating leases, which may tenant Revenue Recognition The Company generates revenue through initial franchise fees, regional developer fees, royalties, advertising fund revenue, IT related income, and computer software fees, and from its company-owned and managed clinics. Franchise Fees. ten Regional Developer Fees 2011, $7,250 25% $14,500 $19,950 3% Revenues and Management Fees from Company Clinics. Royalties. 7% 2% two IT Related Income and Software Fees. Advertising Costs Advertising costs are expensed as incurred. Advertising expenses for years ended December 31, 2016 2015 $2,279,572 $1,525,687, Income Taxes Deferred income taxes are recognized 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. The Company accounts 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. The Company measures 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% 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. Year Ended 2016 2015 Net loss $ (15,173,872 ) $ (8,797,321 ) Weighted average common shares outstanding - basic 12,696,649 10,042,001 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 12,696,649 10,042,001 Basic and diluted loss per share $ (1.20 ) $ (0.88 ) 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: Year Ended 2016 2015 Unvested restricted stock 92,415 339,288 Stock options 953,075 477,459 Warrants 90,000 90,000 Stock-Based Compensation The Company accounts for share based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. The Company determines 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. 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 Company recognizes compensation costs ratably over the period of service using the straight-line method. Use of Estimates The preparation of the 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 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, uncertain tax positions, realizability of deferred tax assets, impairment of goodwill and intangible assets, and purchase price allocations. Recent Accounting Pronouncements In May, 2014, 2014 09, Revenue from Contracts with Customers January 1, 2018. 2014 09 2014 09 first 2017. In August, 2014, 2014 15, Presentation of Financial Statements - Going Concern: Disclosures about an Entity’s Ability to Continue as a Going Concern one December 15, 2016, December 31, 2016. In April, 2015, 2015 03, Interest - Imputation of Interest (Subtopic 835 30): December 15, 2015. 2015 03 In September, 2015, 2015 16, Business Combinations (Topic 805): third 2015. 2. In November, 2015, 2015 17, Income Taxes (Topic 470): 2015 17, 2015 17. 2015 17 In January, 2016, 2016 01, Financial Instruments - Overall (Subtopic 825 10), 2016 01 December 15, 2017, In February, 2016, 2016 02, Leases (Topic 842).” December 15, 2018. In March, 2016, 2016 09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting 2016 09”), 718, 718”). 2016 09 January 1, 2017. In April, 2016, 2016 10, Revenue from Contracts with Customers (Topic 606): two 606: 1) 2) 2014 09. In May, 2016, 2016 12, Revenue from Contracts with Customers (Topic 606): 2014 09. In August, 2016, 2016 15, “Statement of Cash Flows (Topic 230): December 15, 2017. In November, 2016, 2016 18, Statement of Cash Flows (Topic 230): December 15, 2017, In January, 2017, 2017 01, Business Combinations (Topic 805): December 15, 2017, |
Note 2 - Acquisitions
Note 2 - Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 2: Acquisitions Franchises acquired during 2016 During the year ended December 31, 2016, six one $1,025,000, $839,000 $186,000. six a deferred revenue balance of $29,000, $1,450, $997,450 The Company incurred approximately $75,000 December 31, 2016, Purchase Price Allocation The following summarizes the aggregate estimated fair values of the assets acquired and liabilities assumed during 2016 Property and equipment $ 293,014 Intangible assets 339,000 Favorable leases 140,728 Goodwill 269,780 Total assets acquired 1,042,522 Deferred membership revenue (45,072 ) Net purchase price $ 997,450 Intangible assets in the table above consist of reacquired franchise rights of $181,000 $158,000, six eight two Goodwill recorded in connection with these acquisitions 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. Franchises acquired during 2015 During the year ended December 31, 2015, 24 35 $5,725,875, $4,925,525 $800,350. 24 22 two 35 may a deferred revenue balance of $1,005,500, $493,500, $5,213,875 Additionally, in January 2015, $25,000. September 2015. $233,804 December 31, 2015. The Company also recognized a bargain purchase gain of $27,343 two seven December 31, 2015 $261,147. The Company incurred $393,069 December 31, 2015 Purchase Price Allocation The purchase price allocations for these acquisitions are complete. The following summarizes the aggregate fair values of the assets acquired and liabilities assumed during 2015 Property and equipment $ 1,450,333 Intangible assets 1,947,000 Favorable leases 528,075 Goodwill 1,899,449 Total assets acquired 5,824,857 Unfavorable leases (74,927 ) Deferred membership revenue (106,908 ) Net assets acquired 5,643,022 Deferred tax liability (168,000 ) Bargain purchase gain (261,147 ) Net purchase price $ 5,213,875 Intangible assets in the table above consist of reacquired franchise rights of $1,449,000 $498,000, six eight two Goodwill recorded in connection with these acquisitions 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. Pro Forma Results of Operations (Unaudited) The following table summarizes selected unaudited pro forma condensed consolidated statements of operations data for the year ended December 31, 2016 2015 2016 January 1, 2015. Pro Forma for the Year Ended December 31, 2016 December 31, 2015 Revenues, net $ 20,985,277 $ 16,375,930 Net loss $ (15,483,492 ) $ (10,187,416 ) 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 is not indicative of what the Company’s future operating results will be. The information for 2015 2016 2016, December 31, 2016 $7.5 $0.7 The pro forma amounts included in the table above reflect the application of 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, 2015, |
Note 3 - Notes Receivable
Note 3 - Notes Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 3: Notes Receivable Effective July, 2012, $90,000 6% fifty four forty two August 2013 January 2017. Effective July, 2015, two $10,000 $29,925 24 September 1, 2015 August 1, 2017. Effective July, 2015, $29,925 4.0% 12 August 1, 2015 July 1, 2016. Effective May, 2016, three three $7,500 six May 1, 2017 October 1, 2017. The outstanding balance of the notes as of December 31, 2016 2015 $40,826 $76,731, |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 4: Property and Equipment Property and equipment consist of the following: December 31, December 31, Office and computer equipment $ 1,083,039 $ 963,299 Leasehold improvements 5,085,366 4,672,582 Software developed 891,192 691,827 7,059,597 6,327,708 Accumulated depreciation (2,566,172 ) (1,098,438 ) 4,493,425 5,229,270 Construction in progress 231,281 1,909,476 $ 4,724,706 $ 7,138,746 Depreciation expense was $1,818,403 $792,794 December 31, 2016 2015, In December, 2016, 14 December, 2016, $2.4 2017 |
Note 5 - Fair Value Considerati
Note 5 - Fair Value Consideration | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 5: Fair Value Consideration The Company’s financial instruments include cash, restricted cash, accounts receivable, notes receivable, accounts payable, accrued expenses and notes payable. The carrying amounts of its financial instruments approximate their fair value due to their short maturities. The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2016 2015, no 1, 2 3. As of December 31, 2016, $3.5 third 3 |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 6: Intangible Assets During the year ended December 31, 2015, $1,583,000. $914,000, 952 605, December 31, 2015, $254,250. On January 1, 2016, $275,000, The Company carried a deferred revenue balance associated with these transactions of $36,250, On June 1, 2016, $50,000, The Company carried a deferred revenue balance associated with these transactions of $188,500, Intangible assets consisted of the following: As of December 31, 2016 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,911,750 $ 444,795 $ 1,466,955 Customer relationships 701,000 509,042 191,958 Reacquired development rights 923,250 243,241 680,009 $ 3,536,000 $ 1,197,078 $ 2,338,922 Amortization expense was $747,733 $476,161 December 31, 2016 2015, The Company evaluates the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may 2015 $38,185 December 31, 2016 Estimated amortization expense for 2017 2017 $ 578,881 2018 439,589 2019 413,256 2020 413,256 2021 348,034 Thereafter 145,906 Total $ 2,338,922 |
Note 7 - Notes Payable
Note 7 - Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 7: Notes Payable During 2015, 12 $800,350 1.5% 5.25% February 2017. During 2016, two $186,000 4.25% May 2017. Maturities of notes payable are as follows as of December 31, 2016: 2017 $ 331,500 Thereafter - Total $ 331,500 |
Note 8 - Equity
Note 8 - Equity | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 8: Equity Stock Options On May 15, 2014, 2014 (“2014 2014 2012 1,513,000 may 2014 During the year ended December 31, 2015, 240,160 $5.99 $9.62. During the year ended December 31, 2016, 660,000 $2.23 $4.11. The Company’s stock trading price is the basis of fair value of its common stock used in determining the value of share based awards. To the extent the value of the Company’s share based awards involves a measure of volatility, it will rely upon the volatilities from publicly traded companies with similar business models until its common stock has accumulated enough trading history for it to utilize its 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 The Company has computed the fair value of all options granted during the years ended December 31, 2016 2015, Years Ended December 31, 2016 2015 Expected volatility 42% - 45% 44% - 50% Expected dividends None None Expected term (years) 7 5.5 - 7 Risk-free rate 1.19% - 1.68% 1.54% - 2.01% Forfeiture rate 20% 20% The information below summarizes the stock options: Number of Weighted Weighted Weighted Outstanding at December 31, 2014 314,775 $ 2.23 $ 0.92 9.2 Granted at market price 240,160 8.16 Exercised (445 ) 1.20 Cancelled (77,031 ) 7.88 Outstanding at December 31, 2015 477,459 $ 4.30 $ 2.01 8.7 Granted at market price 660,000 3.22 Exercised (37,824 ) 1.88 Cancelled (146,560 ) 4.34 Outstanding at December 31, 2016 953,075 $ 3.66 $ 1.86 6.9 Exercisable at December 31, 2016 347,272 $ 4.07 $ 2.38 3.9 The intrinsic value of the Company’s stock options outstanding was $347,724 December 31, 2016. For the years ended December 31, 2016 2015, $561,559 $328,772, December 31, 2016 $733,944, 3.26 Restricted Stock During 2015, two 8,000 four $9.62 $76,960 During 2016, seven 2014 one 12,345 $3.10 $268,000 The information below summaries the restricted stock activity: Restricted Stock Awards Shares Outstanding at December 31, 2014 662,375 Restricted stock awards granted 8,000 Awards forfeited or exercised - Granted at December 31, 2015 670,375 Awards vested (331,087 ) Outstanding at December 31, 2015 339,288 Awards granted 86,415 Awards vested (162,440 ) Awards forfeited (170,848 ) Outstanding at December 31, 2016 92,415 For the years ended December 31, 2016 2015, $561,922 $496,373, December 31, 2016 $155,969 1.06 Modifications During the year ended December 31, 2016, December 31, 2017. During the year ended December 31, 2016, May 13, 2020. 9,733 July 2016. These modifications resulted in an approximately $412,000 December 31, 2016. Treasury Stock During the year ended December 31, 2016, 13,376 $83,391. In December, 2013, first March 10, 2010 534,000 $0.45 $240,000 534,000 $791,638, 8 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 $551,638. During December, 2016, 250,872 $210,000. $113,000 $259,000, Warrants In conjunction with the IPO, the Company issued warrants to the underwriters for the purchase of 90,000 November 10, 2015 November 10, 2018 $8.125 November 10, 2018 1.9 December 31, 2016. The information below summarizes the warrants: Number of Weighted Weighted Intrinsic Outstanding at December 31, 2014 90,000 $ 8.13 3.9 - Granted - - - - Outstanding at December 31, 2015 90,000 $ 8.13 2.9 $ - Granted - - - - Outstanding at December 31, 2016 90,000 $ 8.13 1.9 $ - Exercisable at December 31, 2016 90,000 $ 8.13 1.9 $ - Issuance of Common Stock for Legal Settlement During December, 2016, 11. one |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 9: Income Taxes Income tax provision (benefit) reported in the consolidated statements of operations is comprised of the following: December 31, 2016 2015 Current provision (benefit): Federal $ 22,800 $ (208,900 ) State, net of state tax credits 20,900 (67,800 ) Total current provision (benefit) 43,700 (276,700 ) Deferred provision: Federal 97,400 40,800 State 23,300 - Total deferred provision 120,700 40,800 Total income tax provision (benefit) $ 164,400 $ (235,900 ) The following are the components of the Company’s net deferred taxes for federal and state income taxes: December 31, 2016 2015 Deferred revenue $ 1,509,400 $ 1,988,200 Deferred franchise costs (553,900 ) (664,000 ) Allowance for doubtful accounts 51,400 1,781,000 Accrued expenses 57,400 74,900 Goodwill - Component 1 (120,700 ) - Goodwill - Component 2 86,800 87,000 Restricted stock compensation (30,800 ) (44,100 ) Nonqualified stock options 182,100 109,600 Deferred rent 629,600 209,700 Lease abandonment 108,900 - Net operating loss carryforwards 8,924,800 1,849,100 Tax credits 14,000 14,200 Charitable contribution carryover 6,500 1,300 Asset basis difference related to property and equipment 630,900 167,500 11,496,400 5,574,400 Less valuation allowance (11,617,100 ) (5,574,400 ) Net non-current deferred tax liability $ (120,700 ) $ - At December 31, 2016, $22,613,000 $24,948,000, 2035 2020 The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net income (loss), compared to the income tax provision (benefit) in the consolidated statement of operations: For the Years Ended December 31, 2016 2015 Amount Percent Amount Percent Expected federal tax expense (benefit) $ (5,106,100 ) (34.00 )% $ (3,071,300 ) (34.00 )% State tax provision, net of federal benefit (735,500 ) (4.90 ) (387,500 ) (4.29 ) Effect of increase in valuation allowance 6,042,900 40.24 3,519,800 38.97 Permanent differences 108,800 0.72 (58,800 ) (0.65 ) Uncertain tax positions - - (46,500 ) (0.51 ) Effect of changed state rates for deferred - - (80,100 ) (0.89 ) Other, net (145,700 ) (0.97 ) (111,500 ) (1.23 ) Provision (Benefit) $ 164,400 1.09 % $ (235,900 ) (2.60 )% The state tax expense (benefit), penalties and interest stem from resolution of various voluntary disclosure agreements with multiple states where we had not yet been in compliance. In addition, we are responsible to pay certain minimum and franchise taxes to jurisdictions in which we do business. Changes in our income tax expense related primarily to changes in pretax losses during the year ended December 31, 2016, December 31, 2015, 1.1% 2.6%, For the year ended December 31, 2016 2015, $40,000 $66,000, $27,000 $33,000 The following table sets forth a reconciliation of the beginning and ending amount of uncertain tax positions during the tax years ended December 31, 2016 2015: 2016 2015 Tax Interest/ Tax Interest/ Unrecognized tax benefit - January 1 $ 32,600 $ 33,000 $ 91,700 $ 30,000 Gross increases - tax positions in prior period - - - 3,000 Gross decreases - tax positions in prior period (19,400 ) (6,200 ) (59,100 ) - Unrecognized tax benefit - December 31 $ 13,200 $ 26,800 $ 32,600 $ 33,000 Our tax returns for tax years subject to examination by tax authorities include 2012 2013 |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 10: Related Party Transactions The Company entered into consulting and legal arrangements with certain stockholders related to services performed for the operations and transaction related activities of the Company. Amounts paid to or for the benefit of these stockholders was approximately $461,000 $643,000 December 31, 2016 2015, |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 11: Commitments and Contingencies Operating Leases The Company leases its corporate office space and the space for each of the company-owned or managed clinics in the portfolio. During the year ended December 31, 2016, 16 60 127 $1,917 $7,498. Total rent expense for the years ended December 31, 2016 2015 $3,389,971 $1,574,803, Future minimum annual lease payments are as follows: 2017 $ 3,180,100 2018 2,587,425 2019 2,248,195 2020 1,982,392 2021 1,868,976 Thereafter 7,180,991 Total $ 19,048,079 In December, 2016, five $338,000 December 31, 2016, December 31, 2016. Litigation In the normal course of business, the Company is party to litigation from time to time. On July 7, 2015 six 13 31300, 31301, 31201 31202 December 12, 2016, |
Note 12 - Segment Reporting
Note 12 - Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 12: Segment Reporting An operating segment is defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”), to evaluate performance and make operating decisions. The Company has identified its CODM as the Chief Executive Officer. The Company has two December 31, 2016, 61 December 31, 2016, 309 two The tables below present financial information for the Company’s two Year Ended 2016 2015 Revenues: Corporate clinics $ 8,550 $ 3,492 Franchise operations 11,974 10,344 Total revenues $ 20,524 $ 13,836 Segment operating (loss) income: Corporate clinics $ (9,736 ) $ (3,773 ) Franchise operations 4,638 4,234 Total segment operating (loss) income $ (5,098 ) $ 461 Depreciation and amortization: Corporate clinics $ 2,186 $ 986 Franchise operations - - Corporate administration 380 283 Total depreciation and amortization $ 2,566 $ 1,269 Reconciliation of total segment operating (loss) income to consolidated loss before income taxes (in thousands): Total segment operating (loss) income $ (5,098 ) $ 461 Unallocated corporate (9,925 ) (9,777 ) Consolidated loss from operations (15,023 ) (9,316 ) Bargain purchase gain - 261 Other income, net 13 22 Loss before income tax expense $ (15,010 ) $ (9,033 ) December 31, December 31, Segment assets: Corporate clinics $ 9,936 $ 12,426 Franchise operations 2,003 2,580 Total segment assets $ 11,939 $ 15,006 Unallocated cash and cash equivalents and restricted cash $ 3,344 $ 17,178 Unallocated property and equipment 781 802 Other unallocated assets 991 376 Total assets $ 17,055 $ 33,362 “Unallocated cash and cash equivalents and restricted cash” relates primarily to corporate cash and cash equivalents and restricted cash (see Note 1), |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 13: Subsequent Events Credit and Security Agreement On January 3, 2017, $5,000,000 10% $200,000. $25,000. December 2019, $1,000,000 $5,000,000 Clinic Sales On January 6, 2017, six 11 $300,000. 30 10 five 10 18 five three December 31, 2016, $3.5 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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, All significant intercompany accounts and transactions between The Joint Corp. and its subsidiary have been eliminated in consolidation. Certain balances were reclassified from selling and marketing expenses to general and administrative expenses for the year ended December 31, 2015 |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss Net loss and comprehensive loss are the same for the years ended December 31, 2016 2015. |
Nature of Operations Policy [Policy Text Block] | Nature of Operations The Joint Corp., a Delaware corporation, was formed on March 10, 2010. The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed for the years ended December 31, 2016 2015: Year Ended Franchised clinics: 2016 2015 Clinics in operation at beginning of period 265 242 Opened during the period 56 54 Acquired during the period (6 ) (24 ) Closed during the period (6 ) (7 ) Clinics in operation at the end of the period 309 265 Year Ended Company-owned or managed clinics: 2016 2015 Clinics in operation at beginning of period 47 4 Opened during the period 8 21 Acquired during the period 6 24 Closed during the period - (2 ) Clinics in operation at the end of the period 61 47 Total clinics in operation at the end of the period 370 312 Clinic licenses sold but not yet developed 115 168 |
Management's Plan, Policy [Policy Text Block] | Management's Plans As of December 31, 2016, $3.0 2017 December 2016, 14 2017 $2.0 2016 14 $2.8 December 31, 2016. 2017, 14 2017 2016. January 2017, $5.0 one |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entities An entity deemed to hold the controlling interest in a voting interest entity or deemed to be the primary beneficiary of a variable interest entity (“VIE”) is required to consolidate the VIE in its financial statements. An entity is deemed to be the primary beneficiary of a VIE if it has both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb the majority of losses of the VIE or the right to receive the majority of benefits from the VIE. Investments where the Company does not hold the controlling interest and are not the primary beneficiary are accounted for under the equity method. Certain states in which the Company manages clinics, regulate the practice of chiropractic care and require that chiropractic services be provided by legal entities organized under state laws as professional corporations or PCs. Such PCs are VIEs. In these states, the Company has entered into management services agreements with PCs under which the Company provides on an exclusive basis, all non-clinical services of the chiropractic practice. The Company has analyzed its relationship with the PCs and has determined that the Company does not have the power to direct the activities of the PCs. As such, the activity of the PCs is not included in the Company’s consolidated financial statements |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three December 31, 2016 2015. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Restricted cash relates to cash franchisees and corporate clinics contribute to the Company’s National Marketing Fund and cash franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed by franchisees 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 From time to time the Company grants credit in the normal course of business to PCs or franchisees related to the working capital needs of the PC, collection of royalties, or other operating revenues. The Company periodically performs credit analysis and monitors the financial condition of the PCs or franchisees to reduce credit risk. As of December 31, 2016 2015, one six 24% 31%, 10% December 31, 2016 2015. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Accounts receivable represent amounts due from franchisees for initial franchise fees, royalty fees, marketing and advertising expenses and amounts due from PCs for which we perform management services for the repayment of working capital advances. The Company considers an allowance for doubtful accounts based on the creditworthiness of the franchisee or named entity. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is management’s best estimate of uncollectible amounts and is determined based on specific identification and historical performance that the Company tracks on an ongoing basis. The losses ultimately could differ materially in the near term from the amounts estimated in determining the allowance. As of December 31, 2016 2015, $131,830 $142,660, The Company writes off accounts receivable when it deems them uncollectible and records recoveries of accounts receivable previously written off when it receives them. In December, 2016, $731,857 December 31, 2016. |
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 seven 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 income. |
Internal Use Software, Policy [Policy Text Block] | Software Developed The Company capitalizes certain software development costs. These capitalized costs are primarily related to proprietary software used by clinics for operations and by the Company for the 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, 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. The Company also capitalizes 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 |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Intangible assets consist primarily of re-acquired franchise and regional developer rights and customer relationships. The Company amortizes 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 range from six eight seven two The Company recorded an impairment charge of $38,185 December 31, 2016 |
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 assets acquired in the acquisitions discussed in Note 2. first fourth The Company recorded an impairment charge of $54,994 December 31, 2016 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may $2.4 $0 December 31, 2016 2015, |
Advertising Fund, Policy [Policy Text Block] | Advertising Fund The Company has established an advertising fund for national/regional marketing and advertising of services offered by its clinics. The monthly marketing fee is 2% |
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. The Company maintains a custodial 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 the Company’s consolidated balance sheets. |
Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block] | Accounting for Costs Associated with Exit or Disposal Activities The Company recognizes a liability for the cost associated with an exit or disposal activity that is measured initially at its fair value in the period in which the liability is incurred. Costs to terminate an operating lease or other contracts are (a) costs to terminate the contract before the end of its term or (b) costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the entity shall be recognized at the cease-use date. In periods subsequent to initial measurement, changes to the liability are measured using the credit adjusted risk-free rate that was used to measure the liability initially. The cumulative effect of a change resulting from a revision to either the timing or the amount of estimated cash flows shall be recognized as an adjustment to the liability in the period of the change. As of December 31, 2016 $0.3 |
Lease, Policy [Policy Text Block] | Deferred Rent The Company leases office space for its corporate offices and company-owned and managed clinics under operating leases, which may tenant |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company generates revenue through initial franchise fees, regional developer fees, royalties, advertising fund revenue, IT related income, and computer software fees, and from its company-owned and managed clinics. |
Revenue Recognition, Services, Franchise Fees [Policy Text Block] | Franchise Fees. ten |
Regional Developer Fees, Policy [Policy Text Block] | Regional Developer Fees 2011, $7,250 25% $14,500 $19,950 3% |
Revenues and Management Fees, Policy [Policy Text Block] | Revenues and Management Fees from Company Clinics. |
Royalties, Policy [Policy Text Block] | Royalties. 7% 2% two |
IT Related Income And Software Fees, Policy [Policy Text Block] | IT Related Income and Software Fees. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are expensed as incurred. Advertising expenses for years ended December 31, 2016 2015 $2,279,572 $1,525,687, |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred income taxes are recognized 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. The Company accounts 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. The Company measures 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% |
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. Year Ended 2016 2015 Net loss $ (15,173,872 ) $ (8,797,321 ) Weighted average common shares outstanding - basic 12,696,649 10,042,001 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 12,696,649 10,042,001 Basic and diluted loss per share $ (1.20 ) $ (0.88 ) 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: Year Ended 2016 2015 Unvested restricted stock 92,415 339,288 Stock options 953,075 477,459 Warrants 90,000 90,000 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for share based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. The Company determines 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. 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 Company recognizes 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 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 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, uncertain tax positions, realizability of deferred tax assets, impairment of goodwill and intangible assets, and purchase price allocations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May, 2014, 2014 09, Revenue from Contracts with Customers January 1, 2018. 2014 09 2014 09 first 2017. In August, 2014, 2014 15, Presentation of Financial Statements - Going Concern: Disclosures about an Entity’s Ability to Continue as a Going Concern one December 15, 2016, December 31, 2016. In April, 2015, 2015 03, Interest - Imputation of Interest (Subtopic 835 30): December 15, 2015. 2015 03 In September, 2015, 2015 16, Business Combinations (Topic 805): third 2015. 2. In November, 2015, 2015 17, Income Taxes (Topic 470): 2015 17, 2015 17. 2015 17 In January, 2016, 2016 01, Financial Instruments - Overall (Subtopic 825 10), 2016 01 December 15, 2017, In February, 2016, 2016 02, Leases (Topic 842).” December 15, 2018. In March, 2016, 2016 09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting 2016 09”), 718, 718”). 2016 09 January 1, 2017. In April, 2016, 2016 10, Revenue from Contracts with Customers (Topic 606): two 606: 1) 2) 2014 09. In May, 2016, 2016 12, Revenue from Contracts with Customers (Topic 606): 2014 09. In August, 2016, 2016 15, “Statement of Cash Flows (Topic 230): December 15, 2017. In November, 2016, 2016 18, Statement of Cash Flows (Topic 230): December 15, 2017, In January, 2017, 2017 01, Business Combinations (Topic 805): December 15, 2017, |
Supplemental Disclosure of No23
Supplemental Disclosure of Non-cash Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Property and equipment $ 293,014 Intangible assets 339,000 Favorable leases 140,728 Goodwill 269,780 Total assets acquired 1,042,522 Deferred membership revenue (45,072 ) Net purchase price $ 997,450 Property and equipment $ 1,450,333 Intangible assets 1,947,000 Favorable leases 528,075 Goodwill 1,899,449 Total assets acquired 5,824,857 Unfavorable leases (74,927 ) Deferred membership revenue (106,908 ) Net assets acquired 5,643,022 Deferred tax liability (168,000 ) Bargain purchase gain (261,147 ) Net purchase price $ 5,213,875 |
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Property and equipment $ (53,836 ) Intangible assets $ 4,820 Favorable leases $ 6,250 Goodwill $ 68,616 Unfavorable leases $ (25,850 ) |
Note 1 - Nature of Operations24
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Franchisor Disclosure [Table Text Block] | Year Ended Franchised clinics: 2016 2015 Clinics in operation at beginning of period 265 242 Opened during the period 56 54 Acquired during the period (6 ) (24 ) Closed during the period (6 ) (7 ) Clinics in operation at the end of the period 309 265 Year Ended Company-owned or managed clinics: 2016 2015 Clinics in operation at beginning of period 47 4 Opened during the period 8 21 Acquired during the period 6 24 Closed during the period - (2 ) Clinics in operation at the end of the period 61 47 Total clinics in operation at the end of the period 370 312 Clinic licenses sold but not yet developed 115 168 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended 2016 2015 Net loss $ (15,173,872 ) $ (8,797,321 ) Weighted average common shares outstanding - basic 12,696,649 10,042,001 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 12,696,649 10,042,001 Basic and diluted loss per share $ (1.20 ) $ (0.88 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended 2016 2015 Unvested restricted stock 92,415 339,288 Stock options 953,075 477,459 Warrants 90,000 90,000 |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Property and equipment $ 293,014 Intangible assets 339,000 Favorable leases 140,728 Goodwill 269,780 Total assets acquired 1,042,522 Deferred membership revenue (45,072 ) Net purchase price $ 997,450 Property and equipment $ 1,450,333 Intangible assets 1,947,000 Favorable leases 528,075 Goodwill 1,899,449 Total assets acquired 5,824,857 Unfavorable leases (74,927 ) Deferred membership revenue (106,908 ) Net assets acquired 5,643,022 Deferred tax liability (168,000 ) Bargain purchase gain (261,147 ) Net purchase price $ 5,213,875 |
Business Acquisition, Pro Forma Information [Table Text Block] | Pro Forma for the Year Ended December 31, 2016 December 31, 2015 Revenues, net $ 20,985,277 $ 16,375,930 Net loss $ (15,483,492 ) $ (10,187,416 ) |
Note 4 - Property and Equipme26
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, Office and computer equipment $ 1,083,039 $ 963,299 Leasehold improvements 5,085,366 4,672,582 Software developed 891,192 691,827 7,059,597 6,327,708 Accumulated depreciation (2,566,172 ) (1,098,438 ) 4,493,425 5,229,270 Construction in progress 231,281 1,909,476 $ 4,724,706 $ 7,138,746 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | As of December 31, 2016 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,911,750 $ 444,795 $ 1,466,955 Customer relationships 701,000 509,042 191,958 Reacquired development rights 923,250 243,241 680,009 $ 3,536,000 $ 1,197,078 $ 2,338,922 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2017 $ 578,881 2018 439,589 2019 413,256 2020 413,256 2021 348,034 Thereafter 145,906 Total $ 2,338,922 |
Note 7 - Notes Payable (Tables)
Note 7 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2017 $ 331,500 Thereafter - Total $ 331,500 |
Note 8 - Equity (Tables)
Note 8 - Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Years Ended December 31, 2016 2015 Expected volatility 42% - 45% 44% - 50% Expected dividends None None Expected term (years) 7 5.5 - 7 Risk-free rate 1.19% - 1.68% 1.54% - 2.01% Forfeiture rate 20% 20% |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted Weighted Weighted Outstanding at December 31, 2014 314,775 $ 2.23 $ 0.92 9.2 Granted at market price 240,160 8.16 Exercised (445 ) 1.20 Cancelled (77,031 ) 7.88 Outstanding at December 31, 2015 477,459 $ 4.30 $ 2.01 8.7 Granted at market price 660,000 3.22 Exercised (37,824 ) 1.88 Cancelled (146,560 ) 4.34 Outstanding at December 31, 2016 953,075 $ 3.66 $ 1.86 6.9 Exercisable at December 31, 2016 347,272 $ 4.07 $ 2.38 3.9 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Restricted Stock Awards Shares Outstanding at December 31, 2014 662,375 Restricted stock awards granted 8,000 Awards forfeited or exercised - Granted at December 31, 2015 670,375 Awards vested (331,087 ) Outstanding at December 31, 2015 339,288 Awards granted 86,415 Awards vested (162,440 ) Awards forfeited (170,848 ) Outstanding at December 31, 2016 92,415 |
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 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Weighted Weighted Intrinsic Outstanding at December 31, 2014 90,000 $ 8.13 3.9 - Granted - - - - Outstanding at December 31, 2015 90,000 $ 8.13 2.9 $ - Granted - - - - Outstanding at December 31, 2016 90,000 $ 8.13 1.9 $ - Exercisable at December 31, 2016 90,000 $ 8.13 1.9 $ - |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, 2016 2015 Current provision (benefit): Federal $ 22,800 $ (208,900 ) State, net of state tax credits 20,900 (67,800 ) Total current provision (benefit) 43,700 (276,700 ) Deferred provision: Federal 97,400 40,800 State 23,300 - Total deferred provision 120,700 40,800 Total income tax provision (benefit) $ 164,400 $ (235,900 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2016 2015 Deferred revenue $ 1,509,400 $ 1,988,200 Deferred franchise costs (553,900 ) (664,000 ) Allowance for doubtful accounts 51,400 1,781,000 Accrued expenses 57,400 74,900 Goodwill - Component 1 (120,700 ) - Goodwill - Component 2 86,800 87,000 Restricted stock compensation (30,800 ) (44,100 ) Nonqualified stock options 182,100 109,600 Deferred rent 629,600 209,700 Lease abandonment 108,900 - Net operating loss carryforwards 8,924,800 1,849,100 Tax credits 14,000 14,200 Charitable contribution carryover 6,500 1,300 Asset basis difference related to property and equipment 630,900 167,500 11,496,400 5,574,400 Less valuation allowance (11,617,100 ) (5,574,400 ) Net non-current deferred tax liability $ (120,700 ) $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Years Ended December 31, 2016 2015 Amount Percent Amount Percent Expected federal tax expense (benefit) $ (5,106,100 ) (34.00 )% $ (3,071,300 ) (34.00 )% State tax provision, net of federal benefit (735,500 ) (4.90 ) (387,500 ) (4.29 ) Effect of increase in valuation allowance 6,042,900 40.24 3,519,800 38.97 Permanent differences 108,800 0.72 (58,800 ) (0.65 ) Uncertain tax positions - - (46,500 ) (0.51 ) Effect of changed state rates for deferred - - (80,100 ) (0.89 ) Other, net (145,700 ) (0.97 ) (111,500 ) (1.23 ) Provision (Benefit) $ 164,400 1.09 % $ (235,900 ) (2.60 )% |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | 2016 2015 Tax Interest/ Tax Interest/ Unrecognized tax benefit - January 1 $ 32,600 $ 33,000 $ 91,700 $ 30,000 Gross increases - tax positions in prior period - - - 3,000 Gross decreases - tax positions in prior period (19,400 ) (6,200 ) (59,100 ) - Unrecognized tax benefit - December 31 $ 13,200 $ 26,800 $ 32,600 $ 33,000 |
Note 11 - Commitments and Con31
Note 11 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2017 $ 3,180,100 2018 2,587,425 2019 2,248,195 2020 1,982,392 2021 1,868,976 Thereafter 7,180,991 Total $ 19,048,079 |
Note 12 - Segment Reporting (Ta
Note 12 - Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended 2016 2015 Revenues: Corporate clinics $ 8,550 $ 3,492 Franchise operations 11,974 10,344 Total revenues $ 20,524 $ 13,836 Segment operating (loss) income: Corporate clinics $ (9,736 ) $ (3,773 ) Franchise operations 4,638 4,234 Total segment operating (loss) income $ (5,098 ) $ 461 Depreciation and amortization: Corporate clinics $ 2,186 $ 986 Franchise operations - - Corporate administration 380 283 Total depreciation and amortization $ 2,566 $ 1,269 Reconciliation of total segment operating (loss) income to consolidated loss before income taxes (in thousands): Total segment operating (loss) income $ (5,098 ) $ 461 Unallocated corporate (9,925 ) (9,777 ) Consolidated loss from operations (15,023 ) (9,316 ) Bargain purchase gain - 261 Other income, net 13 22 Loss before income tax expense $ (15,010 ) $ (9,033 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | December 31, December 31, Segment assets: Corporate clinics $ 9,936 $ 12,426 Franchise operations 2,003 2,580 Total segment assets $ 11,939 $ 15,006 Unallocated cash and cash equivalents and restricted cash $ 3,344 $ 17,178 Unallocated property and equipment 781 802 Other unallocated assets 991 376 Total assets $ 17,055 $ 33,362 |
Supplemental Disclosure of No33
Supplemental Disclosure of Non-cash Information (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Paid | $ 11,250 | $ 0 | |
Interest Paid | 15,262 | 2,344 | |
Deferred Revenue | $ 224,750 | 224,750 | 914,000 |
Payments to Acquire Businesses, Net of Cash Acquired | 839,000 | 4,925,525 | |
Stock Issued During Period, Shares, New Issues | 46,948 | ||
Stock Issued During Period, Value, New Issues | $ 100,000 | 100,000 | 13,023,595 |
Franchise Fees [Member] | |||
Deferred Revenue | 29,000 | 29,000 | 1,005,500 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 293,014 | 293,014 | 1,504,169 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 339,000 | 339,000 | 1,942,180 |
Goodwill, Acquired During Period | 269,780 | 1,830,833 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Favorable Leases | 140,728 | 140,728 | 521,825 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 45,072 | 45,072 | 106,908 |
Payments to Acquire Businesses, Net of Cash Acquired | 839,000 | 4,925,525 | |
Business Combination, Consideration Transferred, Liabilities Incurred | 186,000 | 800,350 | |
Deferred Franchise Costs Netted Against Aggregate Purchase Price | $ 1,450 | 1,450 | 493,500 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Unfavorable Leases | 49,077 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 168,000 | ||
Accounts Payable [Member] | |||
Capital Expenditures Incurred but Not yet Paid | $ 11,059 | 1,109,464 | |
Accrued Expenses [Member] | |||
Capital Expenditures Incurred but Not yet Paid | $ 117,509 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information - Value of Assets Acquired and Liabilities Assumed (Details) - Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Property and equipment | $ (53,836) |
Intangible assets | 4,820 |
Favorable leases | 6,250 |
Goodwill | 68,616 |
Unfavorable leases | $ (25,850) |
Note 1 - Nature of Operations35
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 03, 2017USD ($) | Dec. 31, 2014USD ($) | |
Cash and Cash Equivalents, at Carrying Value | $ 3,009,864 | $ 3,009,864 | $ 16,792,850 | $ 20,796,783 | ||
Cash Used for Investing Activities Including Working Capital Losses | 2,800,000 | |||||
Allowance for Doubtful Accounts Receivable | 131,830 | 131,830 | 142,660 | |||
Allowance for Doubtful Accounts Receivable, Write-offs | 731,857 | |||||
Goodwill, Written off Related to Sale of Business Unit | 54,994 | |||||
Impairment of Long-Lived Assets Held-for-use | $ 2,400,000 | 0 | ||||
Franchise Monthly Marketing Fee Gross Sales Percentage | 2.00% | |||||
Lease Exit Liability | 300,000 | $ 300,000 | ||||
Regional Developers License Fee | 7,250 | $ 7,250 | ||||
Regional Developers License Fee Current Franchise Fee Percentage | 25.00% | |||||
Regional Developers Royalty Sales Generated by Franchises Percentage | 3.00% | |||||
Franchise Royalty Gross Sales Percentage | 7.00% | |||||
Advertising Expense | $ 2,279,572 | 1,525,687 | ||||
Cash Equivalents, at Carrying Value | 0 | $ 0 | 0 | |||
Computer Software, Intangible Asset [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Development Rights [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||
Customer Relationships [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||
Franchise Rights and Customer Relationships, Reacquired [Member] | Loss on Disposition or Impairment [Member] | ||||||
Impairment of Intangible Assets, Finite-lived | $ 38,185 | $ 38,185 | ||||
Minimum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Regional Developers, Franchise Fees Collected Upon Sale of Franchise | 14,500 | $ 14,500 | ||||
Minimum [Member] | Franchise Rights [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 6 years | |||||
Maximum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||
Regional Developers, Franchise Fees Collected Upon Sale of Franchise | $ 19,950 | $ 19,950 | ||||
Maximum [Member] | Franchise Rights [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 8 years | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One PC Entity [Member] | ||||||
Number of PC Entities | 1 | 1 | ||||
Concentration Risk, Percentage | 24.00% | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Six Franchisees [Member] | ||||||
Number of Franchises | 6 | |||||
Concentration Risk, Percentage | 31.00% | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | |||||
Scenario, Forecast [Member] | ||||||
Estimated Cash Needs | $ 2,000,000 | |||||
Chicago and New York [Member] | ||||||
Number of Stores to Close or Sell | 14 |
Note 1 - Nature of Operations36
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Clinics in Operation Under Franchise Agreements or Company-owned or Managed (Details) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Clinics in operation at beginning of period | 312 | |||
Clinics in operation at the end of the period | 370 | 312 | ||
Number of Stores | 370 | 312 | 370 | 312 |
Clinic licenses sold but not yet developed | 115 | 168 | ||
Franchised Units [Member] | ||||
Clinics in operation at beginning of period | 265 | 242 | ||
Opened during the period | 56 | 54 | ||
Acquired during the period | (6) | (24) | ||
Closed during the period | (6) | (7) | ||
Clinics in operation at the end of the period | 309 | 265 | ||
Acquired during the period | 6 | 24 | ||
Number of Stores | 265 | 265 | 309 | 265 |
Entity Operated Units [Member] | ||||
Clinics in operation at beginning of period | 47 | 4 | ||
Opened during the period | 8 | 21 | ||
Acquired during the period | (6) | (24) | ||
Closed during the period | (2) | |||
Clinics in operation at the end of the period | 61 | 47 | ||
Acquired during the period | 6 | 24 | ||
Number of Stores | 47 | 47 | 61 | 47 |
Note 1 - Nature of Operations37
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Earnings (Loss) Per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net loss | $ (15,173,872) | $ (8,797,321) |
Weighted average common shares outstanding - basic (in shares) | 12,696,649 | 10,042,001 |
Effect of dilutive securities: | ||
Stock options (in shares) | ||
Weighted average common shares outstanding - diluted (in shares) | 12,696,649 | 10,042,001 |
Basic and diluted loss per share (in dollars per share) | $ (1.20) | $ (0.88) |
Note 1 - Nature of Operations38
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Potential Shares of Common Stock Excluded from Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock [Member] | ||
Anti-dilutive Securities (in shares) | 92,415 | 339,288 |
Employee Stock Option [Member] | ||
Anti-dilutive Securities (in shares) | 953,075 | 477,459 |
Warrant [Member] | ||
Anti-dilutive Securities (in shares) | 90,000 | 90,000 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Deferred Revenue | $ 224,750 | $ 914,000 | |
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 261,147 | ||
Franchise Rights [Member] | Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 6 years | ||
Franchise Rights [Member] | Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||
Reacquisitions of Franchises Throughout California and New Mexico [Member} | |||
Number of Developed Franchises Reacquired During Period | 6 | ||
Number of Undeveloped Franchises Reacquired During the Period | 1 | ||
Business Combination, Consideration Transferred | $ 1,025,000 | ||
Payments to Acquire Businesses, Gross | 839,000 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 186,000 | ||
Number of Reacquired Developed Franchises Operated as Company-owned or Managed Clinics | 6 | ||
Deferred Revenue | $ 29,000 | ||
Deferred Franchise Costs | 1,450 | ||
Business Combination, Consideration Transferred, Net of Deferred Revenue and Deferred Franchise Costs | 997,450 | ||
Reacquisitions of Franchises Throughout California and New Mexico [Member} | Franchise Rights [Member] | |||
Finite-lived Intangible Assets Acquired | $ 181,000 | ||
Reacquisitions of Franchises Throughout California and New Mexico [Member} | Franchise Rights [Member] | Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 6 years | ||
Reacquisitions of Franchises Throughout California and New Mexico [Member} | Franchise Rights [Member] | Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||
Reacquisitions of Franchises Throughout California and New Mexico [Member} | Customer Relationships [Member] | |||
Finite-lived Intangible Assets Acquired | $ 158,000 | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||
Reacquisitions of Franchises Throughout California and New Mexico [Member} | General and Administrative Expense [Member] | |||
Business Combination, Acquisition Related Costs | $ 75,000 | ||
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | |||
Number of Developed Franchises Reacquired During Period | 24 | ||
Number of Undeveloped Franchises Reacquired During the Period | 35 | ||
Business Combination, Consideration Transferred | $ 5,725,875 | ||
Payments to Acquire Businesses, Gross | 4,925,525 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 800,350 | ||
Number of Reacquired Developed Franchises Operated as Company-owned or Managed Clinics | 22 | ||
Deferred Revenue | $ 1,005,500 | ||
Deferred Franchise Costs | 493,500 | ||
Business Combination, Consideration Transferred, Net of Deferred Revenue and Deferred Franchise Costs | $ 5,213,875 | ||
Number of Franchises Closed | 2 | ||
Number of Reacquired Undeveloped Franchises that Have Been Terminated and May Be Relocated | 35 | ||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 261,147 | ||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 7,500,000 | 700,000 | |
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | Tempe, AZ [Member] | |||
Business Combination, Consideration Transferred | $ 25,000 | ||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 233,804 | ||
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | San Diego, CA [Member] | |||
Number of Developed Franchises Reacquired During Period | 2 | ||
Number of Undeveloped Franchises Reacquired During the Period | 7 | ||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 27,343 | ||
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | Franchise Rights [Member] | |||
Finite-lived Intangible Assets Acquired | $ 1,449,000 | ||
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | Franchise Rights [Member] | Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 6 years | ||
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | Franchise Rights [Member] | Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | Customer Relationships [Member] | |||
Finite-lived Intangible Assets Acquired | 498,000 | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | General and Administrative Expense [Member] | |||
Business Combination, Acquisition Related Costs | $ 393,069 |
Note 2 - Acquisitions - Assets
Note 2 - Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | $ 2,750,338 | $ 2,466,937 |
Bargain purchase gain | (261,147) | |
Reacquisitions of Franchises Throughout California and New Mexico [Member} | ||
Property and equipment | 293,014 | |
Intangible assets | 339,000 | |
Favorable leases | 140,728 | |
Goodwill | 269,780 | |
Total assets acquired | 1,042,522 | |
Deferred membership revenue | (45,072) | |
Net purchase price | $ 997,450 | |
Reacquisitions of Franchises Throughout Arizona, California and New York [Member] | ||
Property and equipment | 1,450,333 | |
Intangible assets | 1,947,000 | |
Favorable leases | 528,075 | |
Goodwill | 1,899,449 | |
Total assets acquired | 5,824,857 | |
Deferred membership revenue | (106,908) | |
Net purchase price | 5,213,875 | |
Unfavorable leases | (74,927) | |
Net assets acquired | 5,643,022 | |
Deferred tax liability | (168,000) | |
Bargain purchase gain | $ (261,147) |
Note 2 - Acquisitions - Supplem
Note 2 - Acquisitions - Supplemental Pro Forma Information (Details) - The Joint RRC Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues, net | $ 20,985,277 | $ 16,375,930 |
Net loss | $ (15,483,492) | $ (10,187,416) |
Note 3 - Notes Receivable (Deta
Note 3 - Notes Receivable (Details Textual) | 1 Months Ended | ||||
May 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2012USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Non-interest Bearing Unsecured Promissory Note 1 [Member] | |||||
Financing Receivable, Net | $ 10,000 | ||||
Non-interest Bearing Unsecured Promissory Note 2 [Member] | |||||
Financing Receivable, Net | $ 29,925 | ||||
Notes Receivable, Contractual Term | 2 years | ||||
Interest Bearing Unsecured Promissory Note [Member] | |||||
Financing Receivable, Net | $ 29,925 | ||||
Notes Receivable, Interest Rate | 4.00% | ||||
Notes Receivable, Contractual Term | 1 year | ||||
Non-interest Bearing Unsecured Promissory Note Maturing October 1, 2017 [Member] | |||||
Financing Receivable, Net | $ 7,500 | ||||
Notes Receivable, Contractual Term | 180 days | ||||
Number of License Transfer Agreements | 3 | ||||
Number of Unsecured Promissory Notes | 3 | ||||
Company-owned Clinic [Member] | |||||
Financing Receivable, Net | $ 90,000 | $ 40,826 | $ 76,731 | ||
Notes Receivable, Interest Rate | 6.00% | ||||
Notes Receivable, Contractual Term | 4 years 180 days | ||||
Notes Receivable, Principal and Interest, Term | 3 years 180 days | ||||
Number of License Transfer Agreements | 2 |
Note 4 - Property and Equipme43
Note 4 - Property and Equipment (Details Textual) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Depreciation | $ 1,818,403 | $ 792,794 | |
Loss on Disposition or Impairment [Member] | |||
Impairment of Long-Lived Assets to be Disposed of | $ 2,400,000 | ||
Corporate Clinics [Member] | |||
Number of Clinics Classified as Held for Sale | 14 |
Note 4 - Property and Equipme44
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property and equipment, gross | $ 7,059,597 | $ 6,327,708 |
Accumulated depreciation | (2,566,172) | (1,098,438) |
Property and equipment, net | 4,724,706 | 7,138,746 |
Construction in progress | 231,281 | 1,909,476 |
Office Equipment [Member] | ||
Property and equipment, gross | 1,083,039 | 963,299 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 5,085,366 | 4,672,582 |
Software Development [Member] | ||
Property and equipment, gross | 891,192 | 691,827 |
Property Plant and Equipment, Excluding Construction in Progress [Member] | ||
Property and equipment, net | $ 4,493,425 | $ 5,229,270 |
Note 5 - Fair Value Considera45
Note 5 - Fair Value Consideration (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Assets, Fair Value Adjustment | $ 3,500 | ||
Financial Instruments, Owned, at Fair Value | $ 0 | $ 0 | $ 0 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details Textual) - USD ($) | Jun. 02, 2016 | Jan. 02, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Revenue | $ 224,750 | $ 914,000 | ||
Amortization of Intangible Assets | 747,733 | 476,161 | ||
Regional Developer Rights in Los Angeles County, San Diego, and New Jersey [Member] | ||||
Finite-lived Intangible Assets Acquired | 1,583,000 | |||
Repurchase Right to Develop Franchises, Consideration | $ 275,000 | |||
Regional Developer Rights in Los Angeles County, San Diego, and New Jersey [Member] | Franchise [Member] | ||||
Deferred Revenue | 914,000 | |||
Excess Deferred Regional Fees Revenue Recognized | 254,250 | |||
Regional Developer Rights in Los Angeles County, San Diego, and New Jersey [Member] | Franchises [Member] | ||||
Deferred Revenue | $ 36,250 | |||
Regional Developer Rights in Virginia [Member] | ||||
Repurchase Right to Develop Franchises, Consideration | $ 50,000 | |||
Regional Developer Rights in Virginia [Member] | Franchises [Member] | ||||
Deferred Revenue | $ 188,500 | |||
Franchise Rights and Customer Relationships, Reacquired [Member] | Loss on Disposition or Impairment [Member] | ||||
Impairment of Intangible Assets, Finite-lived | $ 38,185 | $ 38,185 |
Note 6 - Intangible Assets - In
Note 6 - Intangible Assets - Intangible Assets Acquired (Details) | Dec. 31, 2016USD ($) |
Gross Carrying Amount | $ 3,536,000 |
Accumulated Amortization | 1,197,078 |
Net Carrying Value | 2,338,922 |
Franchise Rights [Member] | |
Gross Carrying Amount | 1,911,750 |
Accumulated Amortization | 444,795 |
Net Carrying Value | 1,466,955 |
Customer Relationships [Member] | |
Gross Carrying Amount | 701,000 |
Accumulated Amortization | 509,042 |
Net Carrying Value | 191,958 |
Development Rights [Member] | |
Gross Carrying Amount | 923,250 |
Accumulated Amortization | 243,241 |
Net Carrying Value | $ 680,009 |
Note 6 - Intangible Assets - Es
Note 6 - Intangible Assets - Estimated Amortization Expense (Details) | Dec. 31, 2016USD ($) |
2,017 | $ 578,881 |
2,018 | 439,589 |
2,019 | 413,256 |
2,020 | 413,256 |
2,021 | 348,034 |
Thereafter | 145,906 |
Total | $ 2,338,922 |
Note 7 - Notes Payable (Details
Note 7 - Notes Payable (Details Textual) | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Number of Notes Payable Delivered as a Portion of the Consideration Paid in Connection With Acquisitions | 2 | 12 |
Notes Payable Delivered as a Portion of the Consideration Paid in Connection With Acquisitions [Member] | ||
Debt Instrument, Face Amount | $ 186,000 | $ 800,350 |
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |
Notes Payable Delivered as a Portion of the Consideration Paid in Connection With Acquisitions [Member] | Minimum [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |
Notes Payable Delivered as a Portion of the Consideration Paid in Connection With Acquisitions [Member] | Maximum [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% |
Note 7 - Notes Payable - Maturi
Note 7 - Notes Payable - Maturities of Notes Payable (Details) | Dec. 31, 2016USD ($) |
2,017 | $ 331,500 |
Total | $ 331,500 |
Note 8 - Equity (Details Textua
Note 8 - Equity (Details Textual) - USD ($) | Nov. 14, 2014 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | May 15, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 660,000 | 240,160 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 347,724 | $ 347,724 | ||||
Share Price | $ 0.45 | |||||
Treasury Stock, Shares, Acquired | 13,376 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ 83,391 | |||||
Stock Repurchased During Period, Shares | 534,000 | |||||
Stock Repurchased During Period, Value | $ 240,000 | |||||
Treasury Stock, Retired, Cost Method, Amount | $ 791,638 | |||||
Binomial Lattice-based Model, Fair Value, Share Price | $ 1.03 | $ 1.03 | ||||
Binomial Lattice-based Model, Fair Value, Total | $ 551,638 | $ 551,638 | ||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 250,872 | |||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 210,000 | $ 210,000 | ||||
Class of Warrant Or Right, Issued During Period | 90,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.125 | |||||
Class of Warrants or Rights, Outstanding, Remaining Contractual Life | 1 year 328 days | |||||
Treasury Stock [Member] | ||||||
Treasury Stock, Shares, Acquired | 13,376 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ 83,391 | |||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 250,872 | |||||
Stock Issued During Period, Value, Treasury Stock Reissued | 113,000 | $ 371,911 | ||||
Common Stock [Member] | ||||||
Treasury Stock, Value, Acquired, Cost Method | ||||||
Stock Issued During Period, Value, Treasury Stock Reissued | ||||||
Option to Repurchase Shares, Change in Fair Value | (259,000) | |||||
Additional Paid-in Capital [Member] | ||||||
Treasury Stock, Value, Acquired, Cost Method | ||||||
Stock Issued During Period, Value, Treasury Stock Reissued | 162,000 | $ (161,911) | ||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 660,000 | 240,160 | ||||
Allocated Share-based Compensation Expense | $ 561,559 | $ 328,772 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 733,944 | $ 733,944 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 94 days | |||||
Restricted Stock [Member] | ||||||
Allocated Share-based Compensation Expense | $ 561,922 | $ 496,373 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 21 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 12,345 | 8,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 4 years | ||||
Share Price | $ 3.10 | $ 3.10 | $ 9.62 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 268,000 | $ 76,960 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 155,969 | 155,969 | ||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 412,000 | |||||
Restricted Stock [Member] | Former Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 9,733 | |||||
Minimum [Member] | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ 2.23 | $ 5.99 | ||||
Maximum [Member] | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ 4.11 | $ 9.62 | ||||
The 2012 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,513,000 |
Note 8 - Equity - Fair Value As
Note 8 - Equity - Fair Value Assumptions of Options Granted (Details) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected dividends | 0.00% | 0.00% |
Expected term (years) (Year) | 7 years | |
Forfeiture rate | 20.00% | 20.00% |
Minimum [Member] | ||
Expected volatility | 42.00% | 44.00% |
Expected term (years) (Year) | 5 years 182 days | |
Risk-free rate | 1.19% | 1.54% |
Maximum [Member] | ||
Expected volatility | 45.00% | 50.00% |
Expected term (years) (Year) | 7 years | |
Risk-free rate | 1.68% | 2.01% |
Note 8 - Equity - Stock Options
Note 8 - Equity - Stock Options Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Granted at Market Price, Number of Shares (in shares) | 660,000 | 240,160 | |
Exercised, Number of Shares (in shares) | (70,931) | (534) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 660,000 | 240,160 | |
Employee Stock Option [Member] | |||
Outstanding, Number of Shares (in shares) | 477,459 | 314,775 | |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.30 | $ 2.23 | |
Outstanding, Weighted Average Fair Value (in dollars per share) | $ 1.86 | $ 2.01 | $ 0.92 |
Outstanding, Weighted Average Remaining Contractual Life (Year) | 6 years 328 days | 8 years 255 days | 9 years 73 days |
Granted at Market Price, Number of Shares (in shares) | 660,000 | 240,160 | |
Granted at Market Price, Weighted Average Exercise Price (in dollars per share) | $ 3.22 | $ 8.16 | |
Exercised, Number of Shares (in shares) | (37,824) | (445) | |
Exercised, Weighted Average Exercise Price (in dollars per share) | $ 1.88 | $ 1.20 | |
Cancelled, Number of Shares (in shares) | (146,560) | (77,031) | |
Cancelled, Weighted Average Exercise Price (in dollars per share) | $ 4.34 | $ 7.88 | |
Outstanding, Number of Shares (in shares) | 953,075 | 477,459 | 314,775 |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.66 | $ 4.30 | $ 2.23 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 660,000 | 240,160 | |
Granted at Market Price, Weighted Average Exercise Price (in dollars per share) | $ 3.22 | $ 8.16 | |
Exercised, Weighted Average Exercise Price (in dollars per share) | 1.88 | 1.20 | |
Cancelled, Weighted Average Exercise Price (in dollars per share) | $ 4.34 | $ 7.88 | |
Exercisable, Number of Shares (in shares) | 347,272 | ||
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.07 | ||
Exercisable, Weighted Average Fair Value (in dollars per share) | $ 2.38 | ||
Exercisable, Weighted Average Remaining Contractual Life (Year) | 3 years 328 days |
Note 8 - Equity - Restricted St
Note 8 - Equity - Restricted Stock Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Unvested, beginning balance (in shares) | 339,288 | |
Awards granted (in shares) | 670,375 | |
Unvested, beginning balance (in shares) | 339,288 | |
Restricted Stock [Member] | ||
Unvested, beginning balance (in shares) | 662,375 | |
Awards granted (in shares) | 86,415 | 8,000 |
Awards vested (in shares) | (162,440) | (331,087) |
Unvested, beginning balance (in shares) | 92,415 | |
Awards forfeited (in shares) | (170,848) |
Note 8 - Equity - Stock Repurch
Note 8 - Equity - Stock Repurchase Option (Details) | Dec. 31, 2013$ / shares |
Year 1 (in dollars per share) | $ 0.56 |
Year 2 (in dollars per share) | 0.68 |
Year 3 (in dollars per share) | 0.84 |
Year 4 (in dollars per share) | 1.03 |
Year 5 (in dollars per share) | 1.28 |
Year 6 (in dollars per share) | 1.59 |
Year 7 (in dollars per share) | 1.97 |
Year 8 (in dollars per share) | $ 2.45 |
Note 8 - Equity - Warrants (Det
Note 8 - Equity - Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Unvested, beginning balance (in shares) | 339,288 | ||
Granted, Number of Units (in shares) | 670,375 | ||
Unvested, beginning balance (in shares) | 339,288 | ||
Goods and Services Exchanged for Equity Instrument [Member] | Warrant [Member] | |||
Unvested, beginning balance (in shares) | 90,000 | 90,000 | |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 8.13 | $ 8.13 | |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 1 year 328 days | 2 years 328 days | 3 years 328 days |
Granted, Number of Units (in shares) | |||
Granted, Weighted Average Exercise Price (in dollars per share) | |||
Unvested, beginning balance (in shares) | 90,000 | 90,000 | 90,000 |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 8.13 | $ 8.13 | $ 8.13 |
Exercisable, Number of Units (in shares) | 90,000 | ||
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 8.13 | ||
Exercisable, Weighted Average Remaining Contractual Term | 1.9 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Percent | 1.10% | 2.60% |
General and Administrative Expense [Member] | ||
Income Tax Examination, Penalties and Interest Expense | $ 27,000 | $ 33,000 |
Other Liabilities [Member] | ||
Liability for Uncertainty in Income Taxes, Noncurrent | 40,000 | $ 66,000 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | $ 22,613,000 | |
Domestic Tax Authority [Member] | Latest Tax Year [Member] | ||
Open Tax Year | 2,013 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 24,948,000 | |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | ||
Open Tax Year | 2,012 |
Note 9 - Income Taxes - Income
Note 9 - Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal | $ 22,800 | $ (208,900) |
State, net of state tax credits | 20,900 | (67,800) |
Total current provision (benefit) | 43,700 | (276,700) |
Federal | 97,400 | 40,800 |
State | 23,300 | |
Total deferred provision | 120,700 | 40,800 |
Total income tax provision (benefit) | $ 164,429 | $ (235,855) |
Note 9 - Income Taxes - Net Def
Note 9 - Income Taxes - Net Deferred Taxes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred revenue | $ 1,509,400 | $ 1,988,200 |
Deferred franchise costs | (553,900) | (664,000) |
Allowance for doubtful accounts | 51,400 | 1,781,000 |
Accrued expenses | 57,400 | 74,900 |
Goodwill - Component 1 | (120,700) | |
Goodwill - Component 2 | 86,800 | 87,000 |
Restricted stock compensation | (30,800) | (44,100) |
Nonqualified stock options | 182,100 | 109,600 |
Deferred rent | 629,600 | 209,700 |
Lease abandonment | 108,900 | |
Net operating loss carryforwards | 8,924,800 | 1,849,100 |
Tax credits | 14,000 | 14,200 |
Charitable contribution carryover | 6,500 | 1,300 |
Asset basis difference related to property and equipment | 630,900 | 167,500 |
11,496,400 | 5,574,400 | |
Less valuation allowance | (11,617,100) | (5,574,400) |
Net non-current deferred tax liability | $ (120,700) |
Note 9 - Income Taxes - Reconci
Note 9 - Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected federal tax expense (benefit), amount | $ (5,106,100) | $ (3,071,300) |
Expected federal tax expense (benefit) | (34.00%) | (34.00%) |
State tax provision, net of federal benefit, amount | $ (735,500) | $ (387,500) |
State tax provision, net of federal benefit | (4.90%) | (4.29%) |
Effect of increase in valuation allowance, amount | $ 6,042,900 | $ 3,519,800 |
Effect of increase in valuation allowance | 40.24% | 38.97% |
Permanent differences, amount | $ 108,800 | $ (58,800) |
Permanent differences | 0.72% | (0.65%) |
Uncertain tax positions, amount | $ (46,500) | |
Uncertain tax positions | (0.51%) | |
Effect of changed state rates for deferred, amount | $ (80,100) | |
Effect of changed state rates for deferred | (0.89%) | |
Other, net, amount | $ (145,700) | $ (111,500) |
Other, net | (0.97%) | (1.23%) |
Provision (Benefit), amount | $ 164,429 | $ (235,855) |
Provision (Benefit) | 1.09% | (2.60%) |
Note 9 - Income Taxes - Uncerta
Note 9 - Income Taxes - Uncertain Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Uncertain tax benefit, tax | $ 32,600 | $ 91,700 |
Uncertain tax benefit, interest and penalties | 33,000 | 30,000 |
Gross increases - tax positions in prior period | ||
Gross increases - tax positions in prior period | 3,000 | |
Gross decreases - tax positions in prior period | (19,400) | (59,100) |
Gross decreases - tax positions in prior period | (6,200) | |
Uncertain tax benefit, tax | 13,200 | 32,600 |
Uncertain tax benefit, interest and penalties | $ 26,800 | $ 33,000 |
Note 10 - Related Party Trans62
Note 10 - Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction, Amounts of Transaction | $ 461,000 | $ 643,000 |
Note 11 - Commitments and Con63
Note 11 - Commitments and Contingencies (Details Textual) | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Additional Leases Assumed | 16 | |
Operating Leases, Rent Expense, Net | $ 3,389,971 | $ 1,574,803 |
Lease Exit Liability | 300,000 | |
Other Liabilities [Member] | ||
Lease Exit Liability | $ 338,000 | |
Corporate Clinics [Member] | ||
Number of Undeveloped Franchise Agreements Terminated | 5 | |
Minimum [Member] | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 5 years | |
Operating Lease, Monthly Rent Expense | $ 1,917 | |
Maximum [Member] | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years 210 days | |
Operating Lease, Monthly Rent Expense | $ 7,498 |
Note 11 - Commitments and Con64
Note 11 - Commitments and Contingencies - Summary of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2016USD ($) |
2,017 | $ 3,180,100 |
2,018 | 2,587,425 |
2,019 | 2,248,195 |
2,020 | 1,982,392 |
2,021 | 1,868,976 |
Thereafter | 7,180,991 |
Total | $ 19,048,079 |
Note 12 - Segment Reporting (De
Note 12 - Segment Reporting (Details Textual) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Operating Segments | 2 | |
Number of Stores | 370 | 312 |
Number of Reportable Segments | 2 | |
Corporate Clinics [Member] | ||
Number of Stores | 61 | |
Franchise Operations [Member] | ||
Number of Stores | 309 |
Note 12 - Segment Reporting - S
Note 12 - Segment Reporting - Segment Reporting Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 20,523,640 | $ 13,835,431 |
Operating income (loss) | (15,022,738) | (9,316,442) |
Depreciation and amortization | 2,566,136 | 1,268,955 |
Business Combination, Bargain Purchase, Gain Recognized, Amount | 261,147 | |
Other income, net | 13,295 | 22,119 |
Loss before income tax expense | (15,009,443) | (9,033,176) |
Operating Segments [Member] | ||
Operating income (loss) | (5,098,000) | 461,000 |
Corporate, Non-Segment [Member] | ||
Operating income (loss) | (9,925,000) | (9,777,000) |
Corporate Clinics [Member] | ||
Revenues | 8,550,000 | 3,492,000 |
Operating income (loss) | (9,736,000) | (3,773,000) |
Depreciation and amortization | 2,186,000 | 986,000 |
Franchise Operations [Member] | ||
Revenues | 11,974,000 | 10,344,000 |
Operating income (loss) | 4,638,000 | 4,234,000 |
Depreciation and amortization | ||
Corporate Segment [Member] | ||
Depreciation and amortization | $ 380,000 | $ 283,000 |
Note 12 - Segment Reporting -67
Note 12 - Segment Reporting - Segment Reporting Information, Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Total assets | $ 17,054,861 | $ 33,362,328 | |
Cash and Cash Equivalents, at Carrying Value | 3,009,864 | 16,792,850 | $ 20,796,783 |
Unallocated property and equipment | 4,724,706 | 7,138,746 | |
Operating Segments [Member] | |||
Total assets | 11,939,000 | 15,006,000 | |
Cash and Cash Equivalents, at Carrying Value | 3,344,000 | 17,178,000 | |
Unallocated property and equipment | 781,000 | 802,000 | |
Other unallocated assets | 991,000 | 376,000 | |
Corporate Clinics [Member] | |||
Total assets | 9,936,000 | 12,426,000 | |
Franchise Operations [Member] | |||
Total assets | $ 2,003,000 | $ 2,580,000 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) | Jan. 06, 2017USD ($) | Jan. 03, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 05, 2017 |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | $ (3,520,370) | ||||
Subsequent Event [Member] | Chicago, Illinois [Member] | |||||
Number of Clinics Disposed of | 6 | ||||
Number of Clinics in Operation | 11 | ||||
Minimum Number of Clinics to be Opened | 30 | ||||
Time Frame for the Minimum Number of Clinics to be Opened | 10 years | ||||
Time Frame of Clinics Expected to be Open | 1 year 180 days | ||||
Disposal Group, Including Discontinued Operation, Number of Clinics to be Disposed of | 5 | ||||
Subsequent Event [Member] | Chicago, Illinois [Member] | Chicago Regional Developer Rights [Member] | |||||
Proceeds from Sale of Intangible Assets | $ 300,000 | ||||
Subsequent Event [Member] | Upstate New York [Member] | |||||
Disposal Group, Including Discontinued Operation, Number of Clinics to be Disposed of | 3 | ||||
Subsequent Event [Member] | Minimum [Member] | Chicago, Illinois [Member] | |||||
Number of Clinics Expected to Open | 5 | ||||
Subsequent Event [Member] | Maximum [Member] | Chicago, Illinois [Member] | |||||
Number of Clinics Expected to Open | 10 | ||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Line of Credit Facility, Minimum Interest Payment Over Life of Credit Agreement | $ 200,000 | ||||
Long-term Line of Credit | 1,000,000 | ||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | Minimum [Member] | |||||
Line of Credit Facility, Periodic Payment, Interest | $ 25,000 |