Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
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) | 13,082,531 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,676,607 | $ 3,009,864 |
Restricted cash | 312,551 | 334,394 |
Accounts receivable, net | 1,189,132 | 1,021,733 |
Income taxes receivable | 3,054 | 42,014 |
Notes receivable - current portion | 30,818 | 40,826 |
Deferred franchise costs - current portion | 686,873 | 748,300 |
Prepaid expenses and other current assets | 893,520 | 499,525 |
Total current assets | 5,792,555 | 5,696,656 |
Property and equipment, net | 4,360,900 | 4,724,706 |
Deferred franchise costs, net of current portion | 738,258 | 836,350 |
Intangible assets, net | 2,164,066 | 2,338,922 |
Goodwill | 2,750,338 | 2,750,338 |
Deposits and other assets | 667,021 | 707,889 |
Total assets | 16,473,138 | 17,054,861 |
Current liabilities: | ||
Accounts payable | 1,089,176 | 1,054,946 |
Accrued expenses | 161,542 | 299,997 |
Co-op funds liability | 95,007 | 73,246 |
Payroll liabilities | 397,095 | 750,421 |
Notes payable - current portion | 168,000 | 331,500 |
Deferred rent - current portion | 148,564 | 215,450 |
Deferred revenue - current portion | 2,866,880 | 3,077,430 |
Other current liabilities | 54,479 | 60,894 |
Total current liabilities | 4,980,743 | 5,863,884 |
Revolving credit - notes payable | 1,000,000 | |
Deferred rent, net of current portion | 907,723 | 1,400,790 |
Deferred revenue, net of current portion | 2,695,729 | 2,231,712 |
Deferred tax liability | 156,920 | 120,700 |
Other liabilities | 1,242,332 | 512,362 |
Total liabilities | 10,983,447 | 10,129,448 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 issued and outstanding, as of March 31, 2017, and December 31, 2016 | ||
Common stock, $0.001 par value; 20,000,000 shares authorized, 13,371,535 shares issued and 13,075,031 shares outstanding as of March 31, 2017 and 13,317,393 shares issued and 13,020,889 outstanding as of December 31, 2016 | 13,371 | 13,317 |
Additional paid-in capital | 36,609,876 | 36,398,588 |
Treasury stock 296,504 shares as of March 31, 2017 and December 31, 2016 | (503,118) | (503,118) |
Accumulated deficit | (30,630,438) | (28,983,374) |
Total stockholders' equity | 5,489,691 | 6,925,413 |
Total liabilities and stockholders' equity | $ 16,473,138 | $ 17,054,861 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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) | 13,371,535 | 13,317,393 |
Common stock, shares outstanding (in shares) | 13,075,031 | 13,020,889 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Revenues and management fees from company clinics | $ 2,515,601 | $ 1,658,553 |
Royalty fees | 1,706,073 | 1,368,831 |
Franchise fees | 449,500 | 514,800 |
Advertising fund revenue | 598,436 | 265,721 |
IT related income and software fees | 267,013 | 221,134 |
Regional developer fees | 76,896 | 147,537 |
Other revenues | 60,338 | 88,460 |
Total revenues | 5,673,857 | 4,265,036 |
Cost of revenues: | ||
Franchise cost of revenues | 683,243 | 694,735 |
IT cost of revenues | 58,861 | 45,228 |
Total cost of revenues | 742,104 | 739,963 |
Selling and marketing expenses | 958,706 | 738,683 |
Depreciation and amortization | 577,987 | 575,544 |
General and administrative expenses | 4,564,079 | 5,692,056 |
Total selling, general and administrative expenses | 6,100,772 | 7,006,283 |
Loss on disposition or impairment | 417,971 | |
Loss from operations | (1,586,990) | (3,481,210) |
Other (expense) income, net | (19,465) | 473 |
Loss before income tax expense | (1,606,455) | (3,480,737) |
Income tax expense | (40,609) | (44,397) |
Net loss and comprehensive loss | $ (1,647,064) | $ (3,525,134) |
Loss per share: | ||
Basic and diluted loss per share (in dollars per share) | $ (0.13) | $ (0.28) |
Basic and diluted weighted average shares (in shares) | 13,042,595 | 12,567,901 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (1,647,064) | $ (3,525,134) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net franchise fees recognized upon termination of franchise agreements | (41,100) | |
Depreciation and amortization | 577,987 | 575,544 |
Loss on disposition or impairment | 417,971 | |
Deferred income taxes | 36,220 | |
Stock based compensation expense | 95,065 | 197,669 |
Changes in operating assets and liabilities: | ||
Restricted cash | 21,843 | (71,985) |
Accounts receivable | (214,860) | (902,190) |
Income taxes receivable | 38,960 | 32,021 |
Prepaid expenses and other current assets | (393,995) | (78,997) |
Deferred franchise costs | 159,519 | 121,602 |
Deposits and other assets | 40,868 | (3,339) |
Accounts payable | 34,230 | (1,229,146) |
Accrued expenses | (138,455) | (234,291) |
Co-op funds liability | 21,761 | (96,546) |
Payroll liabilities | (353,326) | (829,933) |
Other liabilities | 102,459 | 9,790 |
Deferred rent | (309,367) | 628,181 |
Deferred revenue | 253,467 | (311,874) |
Net cash used in operating activities | (1,256,717) | (5,759,728) |
Cash flows from investing activities: | ||
Reacquisition and termination of regional developer rights | (275,000) | |
Purchase of property and equipment | (39,325) | (287,942) |
Payments received on notes receivable | 10,008 | 17,258 |
Net cash used in investing activities | (29,317) | (545,684) |
Cash flows from financing activities: | ||
Borrowings on revolving credit note payable | 1,000,000 | |
Issuance of common stock, offering costs adjustment | (1,042) | |
Proceeds from exercise of stock options | 116,277 | 1,600 |
Repayments on notes payable | (163,500) | (120,500) |
Net cash provided by (used in) financing activities | 952,777 | (119,942) |
Net decrease in cash | (333,257) | (6,425,354) |
Cash at beginning of period | 3,009,864 | 16,792,850 |
Cash at end of period | $ 2,676,607 | $ 10,367,496 |
Supplemental Disclosure of Non-
Supplemental Disclosure of Non-cash Information | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | During the three March 31, 2017 2016, $5,875 $3,625, three March 31, 2017 2016, $30,161 $2,648, Supplemental disclosure of non-cash activity: As of March 31, 2016, $796,581 $147,186 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1: Basis of Presentation These unaudited financial statements represent the condensed consolidated financial statements of The Joint Corp. (“The Joint”) and its wholly owned subsidiary The Joint Corporate Unit No. 1, 10 March 31, 2017 2016 March 31, 2017 2016 Principles of Consolidation The accompanying condensed 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. Comprehensive Loss Net loss and comprehensive loss are the same for the three March 31, 2017 2016. Nature of Operations The Joint, 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 clinics for the three March 31, 2017 2016: Three Months Ended March 31, Franchised clinics: 2017 2016 Clinics open at beginning of period 309 265 Opened or purchased during the period 18 14 Acquired during the period - - Closed during the period (1 ) (2 ) Clinics in operation at the end of the period 326 277 March 31, Company-owned or managed clinics: 2017 2016 Clinics open at beginning of period 61 47 Opened during the period - 7 Acquired during the period - - Closed or sold during the period (14 ) - Clinics in operation at the end of the period 47 54 Total clinics in operation at the end of the period 373 331 Clinic licenses sold but not yet developed 107 146 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 is 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 such 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 activities of the PCs are not included in the Company’s condensed consolidated financial statements Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three no March 31, 2017 December 31, 2016. Restricted Cash Restricted cash relates to cash that franchisees and company-owned or managed clinics contribute to the Company’s National Marketing Fund and cash that 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 Company’s 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 franchisees and PCs related to the collection of royalties and other operating revenues. The Company periodically performs credit analysis and monitors the financial condition of the franchisees and PCs to reduce credit risk. As of March 31, 2017 December 31, 2016, three five 28% 24%, not 10% three March 31, 2017 2016. Accounts Receivable Accounts receivable represent amounts due from franchisees for initial franchise fees and royalty fees, working capital advances due from PCs, and tenant March 31, 2017 December 31, 2016, $131,830 Deferred Franchise Costs Deferred franchise costs represent commissions that are paid in conjunction with the sale of a franchise and are recognized as an expense 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 or for property acquired as part of franchise acquisitions at fair value at the date of closing. Depreciation is computed using the straight-line method over 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 five 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 Goodwill Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired in the acquisitions. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. As required, the Company performs an annual impairment test of goodwill as of the first fourth No three March 31, 2017 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 No three March 31, 2017 2016. 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 condensed 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 is 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 fair value of the liability initially. The cumulative effect of a change resulting from a revision to either the timing or the amount of estimated cash flows is recognized as an adjustment to the liability in the period of the change. In the three March 31, 2017 $0.7 Deferred Rent The Company leases office space for its corporate offices and company-owned or 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% For the three March 31, 2017, three $650,000, 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 were $286,415 $422,098 three March 31, 2017 2016, Income Taxes The Company uses an estimated annual effective tax rate method in computing its interim tax provision. This effective tax rate is based on forecasted annual pre-tax income, permanent tax differences and statutory tax rates. 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, amortization of goodwill, accounting for leases, 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% At March 31, 2017 December 31, 2016, $40,000 $27,000 2012 2013 Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options. Three Months Ended March 31, 2017 2016 Net loss $ (1,647,064 ) $ (3,525,134 ) Weighted average common shares outstanding - basic 13,042,595 12,567,901 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 13,042,595 12,567,901 Basic and diluted loss per share $ (0.13 ) $ (0.28 ) The following table summarizes the potential shares of common stock that were excluded from diluted net loss per share, because the effect of including these potential shares was anti-dilutive: Three Months Ended March 31, 2017 2016 Unvested restricted stock 80,070 292,466 Stock options 916,915 768,625 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 condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for doubtful accounts, share-based compensation arrangements, fair value of stock options, useful lives and realizability of long-lived assets, classification of deferred revenue and deferred franchise costs, 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 February 2016, 2016 02, Leases (Topic 842). December 31, 2018. In March 2016, 2016 09, Compensation—Stock Compensation (Topic 718): 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, In January 2017, 2017 04, Intangibles - Goodwill and Other (Topic 350): 2” December 15, 2019. |
Note 2 - Notes Receivable
Note 2 - Notes Receivable | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 2: 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 May 2016, three three $7,500 six May 1, 2017 October 1, 2017. The net outstanding balance of the notes as of March 31, 2017 December 31, 2016 $30,818 $40,826, |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3: Property and equipment consists of the following: March 31, December 31, 2017 2016 Office and computer equipment $ 1,099,747 $ 1,083,039 Leasehold improvements 5,085,366 5,085,366 Software developed 1,046,823 891,192 7,231,936 7,059,597 Accumulated depreciation (2,969,302 ) (2,566,172 ) 4,262,634 4,493,425 Construction in progress 98,266 231,281 $ 4,360,900 $ 4,724,706 Depreciation expense was $403,131 $401,867 three March 31, 2017 2016, In December, 2016, 14 December, 2016, $2.4 2016 first 2017 |
Note 4 - Fair Value Considerati
Note 4 - Fair Value Consideration | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 4: 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 March 31, 2017 December 31, 2016, not 1, 2 3. |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 5: Intangible assets consist of the following: As of March 31, 2017 Gross Carrying Accumulated Net Carrying Amount Amortization Value Amortized intangible assets: Reacquired franchise rights $ 1,911,750 $ 515,136 $ 1,396,614 Customer relationships 701,000 580,584 120,416 Reacquired development rights 923,250 276,214 647,036 $ 3,536,000 $ 1,371,934 $ 2,164,066 Amortization expense was $174,856 $173,677 three March 31, 2017 2016, Estimated amortization expense for 2017 2017 $ 404,025 2018 439,589 2019 413,256 2020 413,256 2021 348,034 Thereafter 145,906 Total $ 2,164,066 |
Note 6 - Debt
Note 6 - Debt | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 6: 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 March 31, 2017: 2017 $ 168,000 Thereafter - Total $ 168,000 Credit and Security Agreement On January 3, 2017, $5,000,000 10% $200,000. $25,000. December 2019, March 31, 2017, $1,000,000 $5,000,000 |
Note 7 - Equity
Note 7 - Equity | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 7: Stock Options In the three March 31, 2017, 40,000 $2.65 $3.11. Upon the completion of the Company’s IPO in November 2014, 10 The Company has computed the fair value of all options granted during the three March 31, 2017 2016, Three Months Ended March 31, 2017 2016 Expected volatility 42% 44% - 45% Expected dividends None None Expected term (years) 7 7 Risk-free rate 2.10% to 2.14% 1.50% - 1.68% Forfeiture rate 20% 20% The information below summarizes the stock options activity: Number of Weighted Weighted Weighted Outstanding at December 31, 2016 953,075 $ 3.66 $ 1.86 6.9 Granted at market price 40,000 3.00 Exercised (59,142 ) 1.20 Cancelled (17,018 ) 5.10 Outstanding at March 31, 2017 916,915 $ 3.76 $ 1.78 7.0 Exercisable at March 31, 2017 345,855 $ 4.59 $ 2.24 4.4 The intrinsic value of the Company’s stock options outstanding was $1,021,554 March 31, 2017. For the three March 31, 2017 2016, $51,038 $107,506, March 31, 2017 $686,052, 3.1 Restricted Stock The information below summaries the restricted stock activity: Restricted Stock Awards Shares Outstanding at December 31, 2016 92,415 Awards granted - Awards vested - Awards forfeited (12,345 ) Outstanding at March 31, 2017 80,070 For the three March 31, 2017 2016, $44,027 $90,163, March 31, 2017 $73,672 1.5 Treasury Stock 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, $162,000. |
Note 8 - Income Taxes
Note 8 - Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 8: During the three March 31, 2017 2016, $41,000 $44,000, |
Note 9 - Related Party Transact
Note 9 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 9: The Company entered into consulting and legal agreements with certain common 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 $52,000 $110,000 three March 31, 2017 2016, |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 10: Operating Leases The Company leases its corporate office space and the space for each of the company-owned or managed clinics in the portfolio. Total rent expense for the three March 31, 2017 2016 $744,295 $752,495, Future minimum annual lease payments are as follows: 2017 (remaining) $ 1,814,011 2018 1,855,661 2019 1,536,117 2020 1,264,664 2021 1,122,612 Thereafter 3,923,358 Total $ 11,516,423 |
Note 11 - Segment Reporting
Note 11 - Segment Reporting | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 11: 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 March 31, 2017, 47 March 31, 2017, 326 two The tables below present financial information for the Company’s two Three Months Ended March 31, 2017 2016 Revenues: Corporate clinics $ 2,497 $ 1,659 Franchise operations 3,177 2,606 Total revenues $ 5,674 $ 4,265 Segment operating (loss) income: Corporate clinics $ (599 ) $ (1,694 ) Franchise operations 1,351 989 Total segment operating (loss) income $ 752 $ (705 ) Depreciation and amortization: Corporate clinics $ 444 $ 493 Franchise operations - - Corporate administration 134 83 Total depreciation and amortization $ 578 $ 576 Reconciliation of total segment operating income (loss) to consolidated earnings (loss) before income taxes (in thousands): Total segment operating (loss) income $ 752 $ (705 ) Unallocated corporate (2,339 ) (2,776 ) Consolidated loss from operations (1,587 ) (3,481 ) Other (expense) income, net (19 ) - Loss before income tax expense $ (1,606 ) $ (3,481 ) March 31, December 31, 2017 2016 Segment assets: Corporate clinics $ 10,301 $ 10,481 Franchise operations 1,894 2,003 Total segment assets $ 12,195 $ 12,484 Unallocated cash and cash equivalents and restricted cash $ 2,989 $ 3,344 Unallocated property and equipment 680 781 Other unallocated assets 609 446 Total assets $ 16,473 $ 17,055 “Unallocated cash and cash equivalents and restricted cash” relates primarily to corporate cash and cash equivalents and restricted cash (see Note 1), The Company reclassified approximately $545,000 December 31, 2016 |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 12: On April 29, 2017, $320,000. 32 ten 10% 42 36 November 1, 2017 October 1, 2020. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying condensed 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. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss Net loss and comprehensive loss are the same for the three March 31, 2017 2016. |
Nature of Operations Policy [Policy Text Block] | Nature of Operations The Joint, 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 clinics for the three March 31, 2017 2016: Three Months Ended March 31, Franchised clinics: 2017 2016 Clinics open at beginning of period 309 265 Opened or purchased during the period 18 14 Acquired during the period - - Closed during the period (1 ) (2 ) Clinics in operation at the end of the period 326 277 March 31, Company-owned or managed clinics: 2017 2016 Clinics open at beginning of period 61 47 Opened during the period - 7 Acquired during the period - - Closed or sold during the period (14 ) - Clinics in operation at the end of the period 47 54 Total clinics in operation at the end of the period 373 331 Clinic licenses sold but not yet developed 107 146 |
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 is 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 such 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 activities of the PCs are not included in the Company’s condensed 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 no March 31, 2017 December 31, 2016. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Restricted cash relates to cash that franchisees and company-owned or managed clinics contribute to the Company’s National Marketing Fund and cash that 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 Company’s 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 franchisees and PCs related to the collection of royalties and other operating revenues. The Company periodically performs credit analysis and monitors the financial condition of the franchisees and PCs to reduce credit risk. As of March 31, 2017 December 31, 2016, three five 28% 24%, not 10% three March 31, 2017 2016. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Accounts receivable represent amounts due from franchisees for initial franchise fees and royalty fees, working capital advances due from PCs, and tenant March 31, 2017 December 31, 2016, $131,830 |
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 recognized as an expense 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 or for property acquired as part of franchise acquisitions at fair value at the date of closing. Depreciation is computed using the straight-line method over 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 five |
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 |
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. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. As required, the Company performs an annual impairment test of goodwill as of the first fourth No three March 31, 2017 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 No three March 31, 2017 2016. |
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 condensed 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 is 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 fair value of the liability initially. The cumulative effect of a change resulting from a revision to either the timing or the amount of estimated cash flows is recognized as an adjustment to the liability in the period of the change. In the three March 31, 2017 $0.7 |
Lessee, Leases [Policy Text Block] | Deferred Rent The Company leases office space for its corporate offices and company-owned or 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% For the three March 31, 2017, three $650,000, |
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 were $286,415 $422,098 three March 31, 2017 2016, |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company uses an estimated annual effective tax rate method in computing its interim tax provision. This effective tax rate is based on forecasted annual pre-tax income, permanent tax differences and statutory tax rates. 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, amortization of goodwill, accounting for leases, 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% At March 31, 2017 December 31, 2016, $40,000 $27,000 2012 2013 |
Earnings Per Share, Policy [Policy Text Block] | Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options. Three Months Ended March 31, 2017 2016 Net loss $ (1,647,064 ) $ (3,525,134 ) Weighted average common shares outstanding - basic 13,042,595 12,567,901 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 13,042,595 12,567,901 Basic and diluted loss per share $ (0.13 ) $ (0.28 ) The following table summarizes the potential shares of common stock that were excluded from diluted net loss per share, because the effect of including these potential shares was anti-dilutive: Three Months Ended March 31, 2017 2016 Unvested restricted stock 80,070 292,466 Stock options 916,915 768,625 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 condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for doubtful accounts, share-based compensation arrangements, fair value of stock options, useful lives and realizability of long-lived assets, classification of deferred revenue and deferred franchise costs, 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 February 2016, 2016 02, Leases (Topic 842). December 31, 2018. In March 2016, 2016 09, Compensation—Stock Compensation (Topic 718): 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, In January 2017, 2017 04, Intangibles - Goodwill and Other (Topic 350): 2” December 15, 2019. |
Note 1 - Nature of Operations20
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Franchisor Disclosure [Table Text Block] | Three Months Ended March 31, Franchised clinics: 2017 2016 Clinics open at beginning of period 309 265 Opened or purchased during the period 18 14 Acquired during the period - - Closed during the period (1 ) (2 ) Clinics in operation at the end of the period 326 277 March 31, Company-owned or managed clinics: 2017 2016 Clinics open at beginning of period 61 47 Opened during the period - 7 Acquired during the period - - Closed or sold during the period (14 ) - Clinics in operation at the end of the period 47 54 Total clinics in operation at the end of the period 373 331 Clinic licenses sold but not yet developed 107 146 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2017 2016 Net loss $ (1,647,064 ) $ (3,525,134 ) Weighted average common shares outstanding - basic 13,042,595 12,567,901 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 13,042,595 12,567,901 Basic and diluted loss per share $ (0.13 ) $ (0.28 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended March 31, 2017 2016 Unvested restricted stock 80,070 292,466 Stock options 916,915 768,625 Warrants 90,000 90,000 |
Note 3 - Property and Equipme21
Note 3 - Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | March 31, December 31, 2017 2016 Office and computer equipment $ 1,099,747 $ 1,083,039 Leasehold improvements 5,085,366 5,085,366 Software developed 1,046,823 891,192 7,231,936 7,059,597 Accumulated depreciation (2,969,302 ) (2,566,172 ) 4,262,634 4,493,425 Construction in progress 98,266 231,281 $ 4,360,900 $ 4,724,706 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | As of March 31, 2017 Gross Carrying Accumulated Net Carrying Amount Amortization Value Amortized intangible assets: Reacquired franchise rights $ 1,911,750 $ 515,136 $ 1,396,614 Customer relationships 701,000 580,584 120,416 Reacquired development rights 923,250 276,214 647,036 $ 3,536,000 $ 1,371,934 $ 2,164,066 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2017 $ 404,025 2018 439,589 2019 413,256 2020 413,256 2021 348,034 Thereafter 145,906 Total $ 2,164,066 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2017 $ 168,000 Thereafter - Total $ 168,000 |
Note 7 - Equity (Tables)
Note 7 - Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended March 31, 2017 2016 Expected volatility 42% 44% - 45% Expected dividends None None Expected term (years) 7 7 Risk-free rate 2.10% to 2.14% 1.50% - 1.68% Forfeiture rate 20% 20% |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted Weighted Weighted Outstanding at December 31, 2016 953,075 $ 3.66 $ 1.86 6.9 Granted at market price 40,000 3.00 Exercised (59,142 ) 1.20 Cancelled (17,018 ) 5.10 Outstanding at March 31, 2017 916,915 $ 3.76 $ 1.78 7.0 Exercisable at March 31, 2017 345,855 $ 4.59 $ 2.24 4.4 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Restricted Stock Awards Shares Outstanding at December 31, 2016 92,415 Awards granted - Awards vested - Awards forfeited (12,345 ) Outstanding at March 31, 2017 80,070 |
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 |
Note 10 - Commitments and Con25
Note 10 - Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2017 (remaining) $ 1,814,011 2018 1,855,661 2019 1,536,117 2020 1,264,664 2021 1,122,612 Thereafter 3,923,358 Total $ 11,516,423 |
Note 11 - Segment Reporting (Ta
Note 11 - Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, 2017 2016 Revenues: Corporate clinics $ 2,497 $ 1,659 Franchise operations 3,177 2,606 Total revenues $ 5,674 $ 4,265 Segment operating (loss) income: Corporate clinics $ (599 ) $ (1,694 ) Franchise operations 1,351 989 Total segment operating (loss) income $ 752 $ (705 ) Depreciation and amortization: Corporate clinics $ 444 $ 493 Franchise operations - - Corporate administration 134 83 Total depreciation and amortization $ 578 $ 576 Reconciliation of total segment operating income (loss) to consolidated earnings (loss) before income taxes (in thousands): Total segment operating (loss) income $ 752 $ (705 ) Unallocated corporate (2,339 ) (2,776 ) Consolidated loss from operations (1,587 ) (3,481 ) Other (expense) income, net (19 ) - Loss before income tax expense $ (1,606 ) $ (3,481 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | March 31, December 31, 2017 2016 Segment assets: Corporate clinics $ 10,301 $ 10,481 Franchise operations 1,894 2,003 Total segment assets $ 12,195 $ 12,484 Unallocated cash and cash equivalents and restricted cash $ 2,989 $ 3,344 Unallocated property and equipment 680 781 Other unallocated assets 609 446 Total assets $ 16,473 $ 17,055 |
Supplemental Disclosure of No27
Supplemental Disclosure of Non-cash Information (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes Paid | $ 5,875 | $ 3,625 |
Interest Paid | $ 30,161 | 2,648 |
Accounts Payable [Member] | ||
Capital Expenditures Incurred but Not yet Paid | 796,581 | |
Accrued Expenses [Member] | ||
Capital Expenditures Incurred but Not yet Paid | $ 147,186 |
Note 1 - Nature of Operations28
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Number of PC Entities | 3 | ||
Number of Franchises | 5 | ||
Allowance for Doubtful Accounts Receivable | $ 131,830 | $ 131,830 | |
Franchise Monthly Marketing Fee Gross Sales Percentage | 2.00% | ||
Lease Exit Liability | $ 700,000 | ||
Regional Developers License Fee | $ 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 | $ 286,415 | $ 422,098 | |
Liability for Uncertainty in Income Taxes, Current | 40,000 | 40,000 | |
Goodwill, Impairment Loss | 0 | 0 | |
Impairment of Long-Lived Assets Held-for-use | 0 | $ 0 | |
Cash Equivalents, at Carrying Value | 0 | 0 | |
Other Liabilities [Member] | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 27,000 | $ 27,000 | |
Regional Development Agreement [Member] | |||
Deferred Revenue | $ 650,000 | ||
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 | ||
Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Regional Developers, Franchise Fees Collected Upon Sale of Franchise | $ 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 | ||
Maximum [Member] | Franchise Rights [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three PC Entities [Member] | |||
Concentration Risk, Percentage | 28.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Five Franchisees [Member] | |||
Concentration Risk, Percentage | 24.00% | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Number of Major Customers | 0 | 0 |
Note 1 - Nature of Operations29
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Clinics in Operation Under Franchise Agreements or Company-owned or Managed (Details) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Clinics in operation at the end of the period | 373 | 331 | ||
Number of Stores | 373 | 331 | 373 | 331 |
Clinic licenses sold but not yet developed | 107 | 146 | ||
Franchised Units [Member] | ||||
Clinics open at beginning of period | 309 | 265 | ||
Opened or purchased during the period | 18 | 14 | ||
Acquired during the period | ||||
Closed during the period | (1) | (2) | ||
Clinics in operation at the end of the period | 326 | 277 | ||
Acquired during the period | ||||
Number of Stores | 309 | 265 | 326 | 277 |
Entity Operated Units [Member] | ||||
Clinics open at beginning of period | 61 | 47 | ||
Opened or purchased during the period | 7 | |||
Acquired during the period | ||||
Closed during the period | (14) | |||
Clinics in operation at the end of the period | 47 | 54 | ||
Acquired during the period | ||||
Number of Stores | 61 | 47 | 47 | 54 |
Note 1 - Nature of Operations30
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Earnings (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net loss | $ (1,647,064) | $ (3,525,134) |
Weighted average common shares outstanding - basic (in shares) | 13,042,595 | 12,567,901 |
Effect of dilutive securities: | ||
Stock options (in shares) | ||
Weighted average common shares outstanding - diluted (in shares) | 13,042,595 | 12,567,901 |
Basic and diluted loss per share (in dollars per share) | $ (0.13) | $ (0.28) |
Note 1 - Nature of Operations31
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 | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restricted Stock [Member] | ||
Anti-dilutive Securities (in shares) | 80,070 | 292,466 |
Employee Stock Option [Member] | ||
Anti-dilutive Securities (in shares) | 916,915 | 768,625 |
Warrant [Member] | ||
Anti-dilutive Securities (in shares) | 90,000 | 90,000 |
Note 2 - Notes Receivable (Deta
Note 2 - Notes Receivable (Details Textual) | 1 Months Ended | ||||
May 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2012USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
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 | ||||
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 | $ 30,818 | $ 40,826 | ||
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 3 - Property and Equipme33
Note 3 - Property and Equipment (Details Textual) | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Depreciation | $ 403,131 | $ 401,867 | |
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 3 - Property and Equipme34
Note 3 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property and equipment, gross | $ 7,231,936 | $ 7,059,597 |
Accumulated depreciation | (2,969,302) | (2,566,172) |
Property and equipment, net | 4,360,900 | 4,724,706 |
Construction in progress | 98,266 | 231,281 |
Office Equipment [Member] | ||
Property and equipment, gross | 1,099,747 | 1,083,039 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 5,085,366 | 5,085,366 |
Software Development [Member] | ||
Property and equipment, gross | 1,046,823 | 891,192 |
Property Plant and Equipment, Excluding Construction in Progress [Member] | ||
Property and equipment, net | $ 4,262,634 | $ 4,493,425 |
Note 4 - Fair Value Considera35
Note 4 - Fair Value Consideration (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Financial Instruments, Owned, at Fair Value | $ 0 | $ 0 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Amortization of Intangible Assets | $ 174,856 | $ 173,677 |
Note 5 - Intangible Assets - In
Note 5 - Intangible Assets - Intangible Assets Acquired (Details) | Mar. 31, 2017USD ($) |
Gross Carrying Amount | $ 3,536,000 |
Accumulated Amortization | 1,371,934 |
Net Carrying Value | 2,164,066 |
Franchise Rights [Member] | |
Gross Carrying Amount | 1,911,750 |
Accumulated Amortization | 515,136 |
Net Carrying Value | 1,396,614 |
Customer Relationships [Member] | |
Gross Carrying Amount | 701,000 |
Accumulated Amortization | 580,584 |
Net Carrying Value | 120,416 |
Development Rights [Member] | |
Gross Carrying Amount | 923,250 |
Accumulated Amortization | 276,214 |
Net Carrying Value | $ 647,036 |
Note 5 - Intangible Assets - Es
Note 5 - Intangible Assets - Estimated Amortization Expense (Details) | Mar. 31, 2017USD ($) |
2,017 | $ 404,025 |
2,018 | 439,589 |
2,019 | 413,256 |
2,020 | 413,256 |
2,021 | 348,034 |
Thereafter | 145,906 |
Total | $ 2,164,066 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) | Jan. 03, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2017USD ($) |
Number of Notes Payable Delivered as a Portion of the Consideration Paid in Connection With Acquisitions | 2 | 12 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | |||
Line of Credit Facility, Minimum Interest Payment Over Life of Credit Agreement | 200,000 | |||
Line of Credit Facility, Periodic Payment, Interest | $ 25,000 | |||
Long-term Line of Credit | $ 1,000,000 | |||
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 6 - Debt - Maturities of N
Note 6 - Debt - Maturities of Notes Payable (Details) | Mar. 31, 2017USD ($) |
2,017 | $ 168,000 |
Total | $ 168,000 |
Note 7 - Equity (Details Textua
Note 7 - Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,021,554 | |||
Stock Repurchased During Period, Shares | 534,000 | |||
Share Price | $ 0.45 | |||
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 | |||
Binomial Lattice-based Model, Fair Value, Total | $ 551,638 | |||
Stock Issued During Period, Shares, Treasury Stock Reissued | 250,872 | |||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 210,000 | |||
Treasury Stock [Member] | ||||
Stock Issued During Period, Value, Treasury Stock Reissued | 113,000 | |||
Common Stock [Member] | ||||
Option to Repurchase Shares, Change in Fair Value | (259,000) | |||
Additional Paid-in Capital [Member] | ||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 162,000 | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | |||
Allocated Share-based Compensation Expense | $ 51,038 | $ 107,506 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 686,052 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 36 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 8 years | |||
Restricted Stock [Member] | ||||
Allocated Share-based Compensation Expense | $ 44,027 | $ 90,163 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 182 days | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 73,672 | |||
Minimum [Member] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ 2.65 | |||
Maximum [Member] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ 3.11 |
Note 7 - Equity - Fair Value As
Note 7 - Equity - Fair Value Assumptions of Options Granted (Details) - Employee Stock Option [Member] | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Expected volatility | 42.00% | |
Expected dividends | 0.00% | 0.00% |
Expected term (years) (Year) | 7 years | 7 years |
Forfeiture rate | 20.00% | 20.00% |
Minimum [Member] | ||
Expected volatility | 44.00% | |
Expected term (years) (Year) | ||
Risk-free rate | 2.10% | 1.50% |
Maximum [Member] | ||
Expected volatility | 45.00% | |
Expected term (years) (Year) | ||
Risk-free rate | 2.14% | 1.68% |
Note 7 - Equity - Stock Options
Note 7 - Equity - Stock Options Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Granted at Market Price, Number of Shares (in shares) | 40,000 | |
Employee Stock Option [Member] | ||
Outstanding, Number of Shares (in shares) | 953,075 | |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.66 | |
Outstanding, Weighted Average Fair Value (in dollars per share) | $ 1.78 | $ 1.86 |
Outstanding, Weighted Average Remaining Contractual Life (Year) | 7 years | 6 years 328 days |
Granted at Market Price, Number of Shares (in shares) | 40,000 | |
Granted at Market Price, Weighted Average Exercise Price (in dollars per share) | $ 3 | |
Exercised, Number of Shares (in shares) | (59,142) | |
Exercised, Weighted Average Exercise Price (in dollars per share) | $ 1.20 | |
Cancelled, Number of Shares (in shares) | (17,018) | |
Cancelled, Weighted Average Exercise Price (in dollars per share) | $ 5.10 | |
Outstanding, Number of Shares (in shares) | 916,915 | 953,075 |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.76 | $ 3.66 |
Exercisable, Number of Shares (in shares) | 345,855 | |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.59 | |
Exercisable, Weighted Average Fair Value (in dollars per share) | $ 2.24 | |
Exercisable, Weighted Average Remaining Contractual Life (Year) | 4 years 146 days |
Note 7 - Equity - Restricted St
Note 7 - Equity - Restricted Stock Activity (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2017shares | |
Unvested (in shares) | 92,415 |
Awards granted (in shares) | |
Awards vested (in shares) | |
Awards forfeited (in shares) | (12,345) |
Unvested (in shares) | 80,070 |
Note 7 - Equity - Stock Repurch
Note 7 - 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 - Income Taxes (Details
Note 8 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Expense (Benefit) | $ 40,609 | $ 44,397 |
Note 9 - Related Party Transa47
Note 9 - Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction, Amounts of Transaction | $ 52,000 | $ 110,000 |
Note 10 - Commitments and Con48
Note 10 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Leases, Rent Expense, Net | $ 744,295 | $ 752,495 |
Note 10 - Commitments and Con49
Note 10 - Commitments and Contingencies - Summary of Future Minimum Rental Payments for Operating Leases (Details) | Mar. 31, 2017USD ($) |
2017 (remaining) | $ 1,814,011 |
2,018 | 1,855,661 |
2,019 | 1,536,117 |
2,020 | 1,264,664 |
2,021 | 1,122,612 |
Thereafter | 3,923,358 |
Total | $ 11,516,423 |
Note 11 - Segment Reporting (De
Note 11 - Segment Reporting (Details Textual) | 3 Months Ended | |
Mar. 31, 2017USD ($) | Mar. 31, 2016 | |
Number of Operating Segments | 2 | |
Number of Stores | 373 | 331 |
Number of Reportable Segments | 2 | |
The 12 Months Ended December 31, 2016 [Member] | Reclassified from Other Unallocated Assets to Corporate Clinics Segment Assets [Member] | ||
Prior Period Reclassification Adjustment | $ 545,000 | |
Corporate Clinics [Member] | ||
Number of Stores | 47 | |
Franchise Operations [Member] | ||
Number of Stores | 326 |
Note 11 - Segment Reporting - S
Note 11 - Segment Reporting - Segment Reporting Financial Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | $ 5,673,857 | $ 4,265,036 |
Operating income (loss) | (1,586,990) | (3,481,210) |
Depreciation and amortization | 577,987 | 575,544 |
Other (expense) income, net | (19,465) | 473 |
Loss before income tax expense | (1,606,455) | (3,480,737) |
Operating Segments [Member] | ||
Operating income (loss) | 752,000 | (705,000) |
Corporate, Non-Segment [Member] | ||
Operating income (loss) | (2,339,000) | (2,776,000) |
Corporate Clinics [Member] | ||
Revenues | 2,497,000 | 1,659,000 |
Operating income (loss) | (599,000) | (1,694,000) |
Depreciation and amortization | 444,000 | 493,000 |
Franchise Operations [Member] | ||
Revenues | 3,177,000 | 2,606,000 |
Operating income (loss) | 1,351,000 | 989,000 |
Depreciation and amortization | ||
Corporate Segment [Member] | ||
Depreciation and amortization | $ 134,000 | $ 83,000 |
Note 11 - Segment Reporting -52
Note 11 - Segment Reporting - Segment Reporting Information, Assets (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Total assets | $ 16,473,138 | $ 17,054,861 | ||
Unallocated cash and cash equivalents and restricted cash | 2,676,607 | 3,009,864 | $ 10,367,496 | $ 16,792,850 |
Unallocated property and equipment | 4,360,900 | 4,724,706 | ||
Operating Segments [Member] | ||||
Total assets | 12,195,000 | 12,484,000 | ||
Unallocated cash and cash equivalents and restricted cash | 2,989,000 | 3,344,000 | ||
Unallocated property and equipment | 680,000 | 781,000 | ||
Other unallocated assets | 609,000 | 446,000 | ||
Corporate Clinics [Member] | ||||
Total assets | 10,301,000 | 10,481,000 | ||
Franchise Operations [Member] | ||||
Total assets | $ 1,894,000 | $ 2,003,000 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) | Apr. 29, 2017USD ($) | Mar. 31, 2017USD ($) |
Subsequent Event [Member] | Promissory Note to Fund Development Fee [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Term | 3 years 180 days | |
Debt Instrument, Period Over Which Monthly Principal and Interest Payments Are Required | 3 years | |
Regional Development Agreement [Member] | ||
Deferred Revenue | $ 650,000 | |
Regional Development Agreement [Member] | Subsequent Event [Member] | FLORIDA | ||
Deferred Revenue | $ 320,000 | |
Minimum Number of Clinics to be Opened | 32 | |
Time Frame for the Minimum Number of Clinics to be Opened | 10 years |