Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 02, 2018 | Jun. 30, 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) | 13,586,254 | ||
Entity Public Float | $ 46.5 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,216,221 | $ 3,009,864 |
Restricted cash | 103,819 | 334,394 |
Accounts receivable, net | 1,138,380 | 1,021,733 |
Income taxes receivable | 42,014 | |
Notes receivable - current portion | 171,928 | 40,826 |
Deferred franchise costs - current portion | 484,081 | 748,300 |
Prepaid expenses and other current assets | 542,342 | 499,525 |
Total current assets | 6,656,771 | 5,696,656 |
Property and equipment, net | 3,800,466 | 4,724,706 |
Notes receivable, net of current portion and reserve | 351,857 | |
Deferred franchise costs, net of current portion | 812,600 | 836,350 |
Intangible assets, net | 1,760,042 | 2,338,922 |
Goodwill | 2,916,426 | 2,750,338 |
Deposits and other assets | 611,808 | 707,889 |
Total assets | 16,909,970 | 17,054,861 |
Current liabilities: | ||
Accounts payable | 1,068,669 | 1,054,946 |
Accrued expenses | 86,959 | 299,997 |
Co-op funds liability | 89,681 | 73,246 |
Payroll liabilities | 867,430 | 750,421 |
Notes payable - current portion | 100,000 | 331,500 |
Deferred rent - current portion | 152,198 | 215,450 |
Deferred revenue - current portion | 2,553,818 | 3,077,430 |
Other current liabilities | 48,534 | 60,894 |
Total current liabilities | 4,967,289 | 5,863,884 |
Notes payable, net of current portion | 1,000,000 | |
Deferred rent, net of current portion | 802,492 | 1,400,790 |
Deferred revenue, net of current portion | 4,693,441 | 2,231,712 |
Deferred tax liability | 136,434 | 120,700 |
Other liabilities | 411,497 | 512,362 |
Total liabilities | 12,011,153 | 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 December 31, 2017, and December 31, 2016 | ||
Common stock, $0.001 par value; 20,000,000 shares authorized, 13,600,338 shares issued and 13,586,254 shares outstanding as of December 31, 2017 and 13,317,393 shares issued and 13,020,889 outstanding as of December 31, 2016 | 13,600 | 13,317 |
Additional paid-in capital | 37,229,869 | 36,398,588 |
Treasury stock 14,084 shares as of December 31, 2017 and 296,504 shares as of December 31, 2016, at cost | (86,045) | (503,118) |
Accumulated deficit | (32,258,607) | (28,983,374) |
Total stockholders' equity | 4,898,817 | 6,925,413 |
Total liabilities and stockholders' equity | $ 16,909,970 | $ 17,054,861 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 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) | 13,600,338 | 13,317,393 |
Common stock, shares outstanding (in shares) | 13,586,254 | 13,020,889 |
Treasury stock, shares (in shares) | 14,084 | 296,504 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Revenues and management fees from company clinics | $ 11,125,115 | $ 8,550,980 |
Royalty fees | 7,722,856 | 5,973,079 |
Franchise fees | 1,442,415 | 2,286,809 |
Advertising fund revenue | 2,753,776 | 1,866,406 |
IT related income and software fees | 1,137,363 | 932,709 |
Regional developer fees | 583,550 | 617,573 |
Other revenues | 398,929 | 296,084 |
Total revenues | 25,164,004 | 20,523,640 |
Cost of revenues: | ||
Franchise cost of revenues | 2,996,797 | 2,717,691 |
IT cost of revenues | 315,397 | 221,918 |
Total cost of revenues | 3,312,194 | 2,939,609 |
Selling and marketing expenses | 4,473,881 | 4,419,180 |
Depreciation and amortization | 2,017,323 | 2,566,136 |
General and administrative expenses | 18,117,533 | 22,086,321 |
Total selling, general and administrative expenses | 24,608,737 | 29,071,637 |
Loss on disposition or impairment | 417,971 | 3,520,370 |
Loss from operations | (3,174,898) | (15,007,976) |
Other expense, net | (64,455) | (1,467) |
Loss before income tax expense | (3,239,353) | (15,009,443) |
Income tax expense | (35,880) | (164,429) |
Net loss and comprehensive loss | $ (3,275,233) | $ (15,173,872) |
Loss per share: | ||
Basic and diluted loss per share (in dollars per share) | $ (0.25) | $ (1.20) |
Basic and diluted weighted average shares outstanding (in shares) | 13,245,119 | 12,696,649 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
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 vested restricted stock (in shares) | 162,441 | ||||
Issuance of vested restricted stock | $ 162 | (162) | |||
Exercise of stock options (in shares) | 37,824 | ||||
Exercise of stock options | $ 38 | 70,893 | 70,931 | ||
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 | ||||
Sale of treasury stock | (161,911) | $ 371,911 | 210,000 | ||
Sale of treasury stock (in shares) | (250,872) | ||||
Issuance of common stock (in shares) | 46,948 | ||||
Issuance of common stock | $ 47 | 99,953 | 100,000 | ||
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 |
Stock-based compensation expense | 594,371 | 594,371 | |||
Issuance of vested restricted stock (in shares) | 76,070 | ||||
Issuance of vested restricted stock | $ 76 | (76) | |||
Exercise of stock options (in shares) | 206,875 | ||||
Exercise of stock options | $ 207 | 364,043 | 364,250 | ||
Purchases of treasury stock under employee stock plans | $ (2,655) | (2,655) | |||
Purchases of treasury stock under employee stock plans (in shares) | 708 | ||||
Sale of treasury stock | (127,057) | $ 419,728 | 292,671 | ||
Sale of treasury stock (in shares) | (283,128) | ||||
Net loss | (3,275,233) | (3,275,233) | |||
Balance (in shares) at Dec. 31, 2017 | 13,600,338 | 14,084 | |||
Balance at Dec. 31, 2017 | $ 13,600 | $ 37,229,869 | $ (86,045) | $ (32,258,607) | $ 4,898,817 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (3,275,233) | $ (15,173,872) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Recovery) provision for bad debts | (40,000) | (10,830) |
Regional developer fees recognized upon acquisition of development rights | (138,500) | |
Adjustment to deferred revenue from previous acquisitions | 133,943 | |
Net franchise fees recognized upon termination of franchise agreements | (73,665) | (342,259) |
Depreciation and amortization | 2,017,323 | 2,566,136 |
Gain on sale of fixed assets | (14,525) | (2,191) |
Loss on disposition or impairment of assets | 417,971 | 3,520,370 |
Deferred income taxes | 15,734 | 120,700 |
Stock based compensation expense | 594,371 | 1,123,481 |
Cash paid for legal settlement | 100,000 | |
Changes in operating assets and liabilities: | ||
Restricted cash | 230,575 | 50,888 |
Accounts receivable | (124,108) | (999,522) |
Income taxes receivable | 42,014 | 28,967 |
Prepaid expenses and other current assets | (42,817) | (133,492) |
Deferred franchise costs | 269,719 | 361,600 |
Deposits and other assets | 96,081 | 71,549 |
Accounts payable | (36,751) | (953,084) |
Accrued expenses | (213,038) | (75,532) |
Co-op funds liability | 16,435 | (127,832) |
Payroll liabilities | 117,009 | (742,954) |
Other liabilities | (734,321) | (19,130) |
Deferred rent | (410,964) | 824,390 |
Deferred revenue | 1,170,691 | (896,195) |
Net cash provided by (used in) operating activities | 156,444 | (10,847,312) |
Cash flows from investing activities: | ||
Cash paid for acquisitions | (839,000) | |
Reacquisition and termination of regional developer rights | (325,000) | |
Purchase of property and equipment | (449,204) | (1,567,727) |
Payments received on notes receivable | 76,351 | 35,905 |
Net cash used in investing activities | (372,853) | (2,695,822) |
Cash flows from financing activities: | ||
Borrowings on revolving credit note payable | 1,000,000 | |
Issuance of common stock, offering costs adjustment | (1,042) | |
Purchases of treasury stock under employee stock plans | (2,655) | (83,391) |
Proceeds from sale of treasury stock | 292,671 | 210,000 |
Proceeds from exercise of stock options | 364,250 | 70,931 |
Repayments on notes payable | (231,500) | (436,350) |
Net cash provided by (used in) financing activities | 1,422,766 | (239,852) |
Net increase (decrease) in cash | 1,206,357 | (13,782,986) |
Cash at beginning of year | 3,009,864 | 16,792,850 |
Cash at end of year | $ 4,216,221 | $ 3,009,864 |
Supplemental Disclosure of Non-
Supplemental Disclosure of Non-cash Activity | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | During the years ended December 31, 2017 2016, $29,315 $11,250, December 31, 2017 2016, $108,016 $15,262, Supplemental disclosure of non-cash activity: As of December 31, 2017, $50,474 December 31, 2016, $11,059 In connection with the acquisitions of franchises during the year ended December 31, 2016, $293,014 $339,000, $269,780 $45,072 $839,000 $186,000. $29,000, $1,450, 2 In connection with the reacquisition and termination of regional developer rights during the year ended December 31, 2016, $224,750 952 605, In connection with the sale of the regional developer territories in Central Florida, Maryland/Washington DC, Minnesota, Texas, Oklahoma and Arkansas, the Company issued notes receivable in the amount of $559,310 $14,967 December 31, 2017. During December 2016, one 46,948 $100,000. During December 2017 $166,088. |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 general and administrative expenses to other expense, net, as well as certain balances from other revenues to revenues and management fees from company clinics for the year ended December 31, 2016 Comprehensive Loss Net loss and comprehensive loss are the same for the years ended December 31, 2017 2016. 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, 2017 2016: Year Ended Franchised clinics: 2017 2016 Clinics open at beginning of period 309 265 Opened or purchased during the period 41 56 Acquired or sold during the period 6 (6 ) Closed or sold during the period (4 ) (6 ) Clinics in operation at the end of the period 352 309 Year Ended Company-owned or managed clinics: 2017 2016 Clinics open at beginning of period 61 47 Opened during the period - 8 Acquired during the period - 6 Closed or sold during the period (14 ) - Clinics in operation at the end of the period 47 61 Total clinics in operation at the end of the period 399 370 Clinics licenses sold but not yet developed 104 115 Executed letters of intent for future clinic licenses 8 - 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 not 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 not Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three no December 31, 2017 2016. 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 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 December 31, 2017 2016, one six 13% 24%, not 10% December 31, 2017 2016. 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 the Company performs 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, 2017 2016, $0 $131,830, December 31, 2017 $40,000 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 the year ended December 31, 2017, no $47,000 December 31, 2017. $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 the consolidated statement of operations. 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 No December 31, 2017. 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. not first fourth not The Company recorded an impairment charge of $54,994 December 31, 2016 No December 31, 2017. 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 not not No December 31, 2017. $2.3 December 31, 2016 4 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. Lease exit liability at December 31, 2016 $ 338,151 Additions 883,146 Settlements (891,991 ) Net accretion (29,906 ) Lease exit liability at December 31, 2017 $ 299,400 As of December 31, 2016, $0.3 no In the year ended December 31, 2017, eight $0.9 $0.4 Deferred Rent The Company leases office space for its corporate offices and company-owned and managed clinics under operating leases, which may 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 no no Regional Developer Fees 2011, $7,250 25% 2017, $14,500 $19,950 3% For the year ended December 31, 2017, ten $2.1 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, 2017 2016 $1,397,076 $2,279,572, 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 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 2017 2016 Net loss $ (3,275,233 ) $ (15,173,872 ) Weighted average common shares outstanding - basic 13,245,119 12,696,649 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 13,245,119 12,696,649 Basic and diluted loss per share $ (0.25 ) $ (1.20 ) 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 2017 2016 Unvested restricted stock 63,700 92,415 Stock options 1,003,916 953,075 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, No. 2014 09, Revenue from Contracts with Customers, January 1, 2018. In April 2016, No. 2016 10, Revenue from Contracts with Customers (Topic 606 two 606: 1 2 2014 09. In May 2016, No. 2016 12, Revenue from Contracts with Customers (Topic 606 no 2014 09. The Company has performed a review of the above revenue standards updates and does not not 606 606, The Company quantified the impact of adopting this standard, and designed internal controls during the year ended December 31, 2017 January 1, 2018. December 31, 2015 $3.3 $4.5 $0.4 $1.6 December 31, 2016 $0.6 $0.8 $0.2 December 31, 2017 $0.2 $0.3 $0.1 December 31, 2016 2017 not No first 2018. In February 2016, No. 2016 02, Leases (Topic 842 December 31, 2018. not In August 2016, No. 2016 15, “Statement of Cash Flows (Topic 230 December 15, 2017. January 1, 2018 not In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 December 15, 2017, January 1, 2018 not In January 2017, No. 2017 01, Business Combinations (Topic 805 December 15, 2017, January 1, 2018 not In January 2017, 2017 04, Intangibles - Goodwill and Other (Topic 350 2” December 15, 2019. In May 2017, No. 2017 09, “Compensation—Stock Compensation (Topic 718 1 2 718, 718.The December 15, 2017 January 1, 2018 not |
Note 2 - Acquisitions
Note 2 - Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
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. 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, 2017 2016 2016 January 1, 2016. Pro Forma for the Year Ended December 31, 2017 December 31, 2016 Revenues, net $ - $ 20,985,277 Net loss $ - $ (15,483,492 ) This selected unaudited pro forma consolidated financial data is included only for the purpose of illustration and does not not 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, 2017 | |
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. 2017. Effective May 2016, three three $7,500 six May 1, 2017. October 2017 Effective April 29, 2017, $320,000, $187,000 10% 42 36 November 1, 2017 October 1, 2020. Effective August 31, 2017, $220,000, $117,475 10% 36 36 September 1, 2017 August 1, 2020. Effective September 22, 2017, $228,293, $119,147 10% 36 36 October 1, 2017 September 1, 2020. Effective October 10, 2017, $170,000, $135,688 10% 36 36 September 24, 2017 October 24, 2020. The outstanding balance of the notes as of December 31, 2017 2016 $523,785 $40,826, |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
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 $ 1,137,970 $ 1,083,039 Leasehold improvements 5,117,379 5,085,366 Software developed 1,066,454 891,192 7,321,803 7,059,597 Accumulated depreciation (3,928,349 ) (2,566,172 ) 3,393,454 4,493,425 Construction in progress 407,012 231,281 $ 3,800,466 $ 4,724,706 Depreciation expense was $1,438,443 $1,818,403 December 31, 2017 2016, In December 2016, 14 December 2016, $2.4 2016 first 2017 |
Note 5 - Fair Value Considerati
Note 5 - Fair Value Consideration | 12 Months Ended |
Dec. 31, 2017 | |
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 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 As of December 31, 2017 2016, not 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, 2017 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 6: Intangible Assets 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, 2017 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,673,000 $ 657,943 $ 1,015,057 Customer relationships 701,000 674,667 26,333 Reacquired development rights 1,162,000 443,348 718,652 $ 3,536,000 $ 1,775,958 $ 1,760,042 As of December 31, 2016 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,673,000 $ 410,688 $ 1,262,312 Customer relationships 701,000 509,042 191,958 Reacquired development rights 1,162,000 277,348 884,652 $ 3,536,000 $ 1,197,078 $ 2,338,922 Amortization expense was $578,880 $747,733 December 31, 2017 2016, 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 not not 2015 $38,185 December 31, 2016 No December 31, 2017. Estimated amortization expense for 2018 2018 $ 439,590 2019 413,256 2020 413,256 2021 348,034 2022 133,693 Thereafter 12,213 Total $ 1,760,042 |
Note 7 - Debt
Note 7 - Debt | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 7: Debt 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, 2017: 2018 $ 100,000 Thereafter - Total $ 100,000 Credit and Security Agreement On January 3, 2017, $5,000,000 10% $200,000. not $25,000. December 2019, December 31, 2017, $1,000,000 $5,000,000 |
Note 8 - Equity
Note 8 - Equity | 12 Months Ended |
Dec. 31, 2017 | |
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, 2016, 660,000 $2.23 $4.11. During the year ended December 31, 2017, 295,286 $2.65 $5.51. 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. We use the simplified method as to calculate the expected term of stock option grants to employees as we do not 10 The Company has computed the fair value of all options granted during the years ended December 31, 2017 2016, Year Ended December 31, 2017 2016 Expected volatility 42% 42% - 45% Expected dividends None None Expected term (years) 5.5 - 7 7 Risk-free rate 1.98% to 2.20% 1.19% - 1.68% Forfeiture rate 20% 20% The information below summarizes the stock options: Number of Weighted Weighted Weighted 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 Granted at market price 295,286 4.31 Exercised (206,875 ) 1.76 Cancelled (37,570 ) 5.11 Outstanding at December 31, 2017 1,003,916 $ 4.18 $ 1.87 8.1 Exercisable at December 31, 2017 287,230 $ 5.37 $ 2.38 7.4 The intrinsic value of the Company’s stock options outstanding was $1,306,260 December 31, 2017. For the years ended December 31, 2017 2016, $380,067 $561,559, December 31, 2017 $840,826, 2.7 Restricted Stock During 2016, seven 2014 one 12,345 $3.10 $268,000 During 2017, six 2014 one 9,950 $4.02 $240,000 The information below summaries the restricted stock activity: Restricted Stock Awards Shares 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 Awards granted 59,700 Awards vested (76,070 ) Awards forfeited (12,345 ) Outstanding at December 31, 2017 63,700 For the years ended December 31, 2017 2016, $214,304 $561,922, December 31, 2017 $143,240 0.7 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 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. During September 2017, 283,128 $292,671. $127,000 $292,000, $127,000. 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 .9 December 31, 2017. The information below summarizes the warrants: Number of Weighted Weighted Intrinsic Outstanding at December 31, 2015 90,000 $ 8.13 2.9 $ - Granted - - - - Outstanding at December 31, 2016 90,000 $ 8.13 1.9 $ - Granted - - - - Outstanding at December 31, 2017 90,000 $ 8.13 0.9 $ - Exercisable at December 31, 2017 90,000 $ 8.13 0.9 $ - Issuance of Common Stock for Legal Settlement During December 2016, one not |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 9: Income Taxes Income tax provision reported in the consolidated statements of operations is comprised of the following (in hundreds): December 31, 2017 2016 Current provision: Federal $ - $ 22,800 State, net of state tax credits 20,100 20,900 Total current provision 20,100 43,700 Deferred provision: Federal 13,800 97,400 State 2,000 23,300 Total deferred provision 15,800 120,700 Total income tax provision $ 35,900 $ 164,400 The following are the components of the Company’s net deferred taxes for federal and state income taxes (in hundreds): December 31, 2017 2016 Deferred revenue $ 756,900 $ 1,509,400 Deferred franchise costs (281,000 ) (553,900 ) Allowance for doubtful accounts - 51,400 Accrued expenses 45,300 57,400 Goodwill - component 1 (136,500 ) (120,700 ) Goodwill - component 2 55,500 86,800 Restricted stock compensation (17,900 ) (30,800 ) Nonqualified stock options 152,900 182,100 Deferred rent 257,100 629,600 Lease abandonment 80,600 108,900 Net operating loss carryforwards 7,061,300 8,924,800 Tax credits 14,000 14,000 Charitable contribution carryover 5,200 6,500 Asset basis difference related to property and equipment 377,800 201,300 Intangibles 368,100 429,600 8,739,300 11,496,400 Less valuation allowance (8,875,800 ) (11,617,100 ) Net non-current deferred tax liability $ (136,500 ) $ (120,700 ) The 2017 December 22, 2017. 2017 34% 21%, one not 2017 2017 December 31, 2017 $3.9 21% 34%. 2017 may At December 31, 2017, $26,527,000 $32,030,000 2035 2025 The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net loss, compared to the income tax provision in the consolidated statement of operations (in hundreds): For the Years Ended December 31, 2017 2016 Amount Percent Amount Percent Expected federal tax benefit $ (1,100,000 ) (34.00 )% $ (5,106,100 ) (34.00 )% State tax provision, net of federal benefit (140,200 ) (4.33 ) (735,500 ) (4.90 ) Effect of (decrease) increase in valuation allowance (2,741,300 ) (84.73 ) 6,042,900 40.24 Other permanent differences 16,700 0.52 108,800 0.72 Stock Compensation (131,900 ) (4.08 ) - - Impact of enacted tax reform 3,946,100 121.97 - - State deferred tax true up 185,000 5.72 - - Other, net 1,500 0.05 (145,700 ) (0.97 ) Provision $ 35,900 1.11 % $ 164,400 1.09 % The state tax benefit stems from the resolution of various voluntary disclosure agreements with multiple states where the Company had not Changes in income tax expense related primarily to changes in pretax losses during the year ended December 31, 2017, December 31, 2016, 1.1% 1.1%, For the year ended December 31, 2017 2016, $0 $40,000, $0 $27,000 not The following table sets forth a reconciliation of the beginning and ending amount of uncertain tax positions during the tax years ended December 31, 2017 2016 2017 2016 Tax Interest/ Tax Interest/ Uncertain tax positions - January 1 $ 13,200 $ 26,800 $ 32,600 $ 33,000 Gross increases - tax positions in prior period - - - - Gross decreases - tax positions in prior period (13,200 ) (26,800 ) (19,400 ) (6,200 ) Uncertain tax positions - December 31 $ - $ - $ 13,200 $ 26,800 The Company’s tax returns for tax years subject to examination by tax authorities include 2013 2014 |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
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 $205,000 $461,000 December 31, 2017 2016, |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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. Total rent expense for the years ended December 31, 2017 2016 $2,808,837 $3,389,971, Future minimum annual lease payments are as follows: 2018 $ 2,119,305 2019 1,808,476 2020 1,544,978 2021 1,411,126 2022 1,283,865 Thereafter 3,060,963 Total $ 11,228,713 In December 2016, five $338,000 Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not |
Note 12 - Segment Reporting
Note 12 - Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, 47 December 31, 2017, 352 two The tables below present financial information for the Company’s two Year Ended December 31, 2017 2016 Revenues: Corporate clinics $ 11,125 $ 8,550 Franchise operations 14,039 11,974 Total revenues $ 25,164 $ 20,524 Segment operating (loss) income: Corporate clinics $ (1,704 ) $ (9,730 ) Franchise operations 6,243 4,561 Total segment operating (loss) income $ 4,539 $ (5,169 ) Depreciation and amortization: Corporate clinics $ 1,608 $ 2,186 Franchise operations - - Corporate administration 409 380 Total depreciation and amortization $ 2,017 $ 2,566 Reconciliation of total segment operating income (loss) to consolidated loss before income tax expense: Total segment operating income (loss) $ 4,539 $ (5,169 ) Unallocated corporate overhead (7,714 ) (9,839 ) Consolidated loss from operations (3,175 ) (15,008 ) Other (expense) income, net (64 ) (1 ) Loss before income tax expense $ (3,239 ) $ (15,009 ) December 31, December 31, 2017 2016 Segment assets: Corporate clinics $ 8,998 $ 9,936 Franchise operations 2,362 2,003 Total segment assets $ 11,360 $ 11,939 Unallocated cash and cash equivalents and restricted cash $ 4,320 $ 3,344 Unallocated property and equipment 765 781 Other unallocated assets 465 991 Total assets $ 16,910 $ 17,055 “Unallocated cash and cash equivalents and restricted cash” relates primarily to corporate cash and cash equivalents and restricted cash (see Note 1 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 general and administrative expenses to other expense, net, as well as certain balances from other revenues to revenues and management fees from company clinics for the year ended December 31, 2016 |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss Net loss and comprehensive loss are the same for the years ended December 31, 2017 2016. |
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, 2017 2016: Year Ended Franchised clinics: 2017 2016 Clinics open at beginning of period 309 265 Opened or purchased during the period 41 56 Acquired or sold during the period 6 (6 ) Closed or sold during the period (4 ) (6 ) Clinics in operation at the end of the period 352 309 Year Ended Company-owned or managed clinics: 2017 2016 Clinics open at beginning of period 61 47 Opened during the period - 8 Acquired during the period - 6 Closed or sold during the period (14 ) - Clinics in operation at the end of the period 47 61 Total clinics in operation at the end of the period 399 370 Clinics licenses sold but not yet developed 104 115 Executed letters of intent for future clinic licenses 8 - |
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 not 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 not |
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 December 31, 2017 2016. |
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 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 December 31, 2017 2016, one six 13% 24%, not 10% December 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, royalty fees, marketing and advertising expenses and amounts due from PCs for which the Company performs 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, 2017 2016, $0 $131,830, December 31, 2017 $40,000 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 the year ended December 31, 2017, no $47,000 December 31, 2017. $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 the consolidated statement of operations. |
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 No December 31, 2017. |
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. not first fourth not The Company recorded an impairment charge of $54,994 December 31, 2016 No December 31, 2017. |
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 not not No December 31, 2017. $2.3 December 31, 2016 4 |
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. Lease exit liability at December 31, 2016 $ 338,151 Additions 883,146 Settlements (891,991 ) Net accretion (29,906 ) Lease exit liability at December 31, 2017 $ 299,400 As of December 31, 2016, $0.3 no In the year ended December 31, 2017, eight $0.9 $0.4 |
Lessee, Leases [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 |
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 no no |
Regional Developer Fees, Policy [Policy Text Block] | Regional Developer Fees 2011, $7,250 25% 2017, $14,500 $19,950 3% For the year ended December 31, 2017, ten $2.1 |
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, 2017 2016 $1,397,076 $2,279,572, |
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 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 2017 2016 Net loss $ (3,275,233 ) $ (15,173,872 ) Weighted average common shares outstanding - basic 13,245,119 12,696,649 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 13,245,119 12,696,649 Basic and diluted loss per share $ (0.25 ) $ (1.20 ) 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 2017 2016 Unvested restricted stock 63,700 92,415 Stock options 1,003,916 953,075 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, No. 2014 09, Revenue from Contracts with Customers, January 1, 2018. In April 2016, No. 2016 10, Revenue from Contracts with Customers (Topic 606 two 606: 1 2 2014 09. In May 2016, No. 2016 12, Revenue from Contracts with Customers (Topic 606 no 2014 09. The Company has performed a review of the above revenue standards updates and does not not 606 606, The Company quantified the impact of adopting this standard, and designed internal controls during the year ended December 31, 2017 January 1, 2018. December 31, 2015 $3.3 $4.5 $0.4 $1.6 December 31, 2016 $0.6 $0.8 $0.2 December 31, 2017 $0.2 $0.3 $0.1 December 31, 2016 2017 not No first 2018. In February 2016, No. 2016 02, Leases (Topic 842 December 31, 2018. not In August 2016, No. 2016 15, “Statement of Cash Flows (Topic 230 December 15, 2017. January 1, 2018 not In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 December 15, 2017, January 1, 2018 not In January 2017, No. 2017 01, Business Combinations (Topic 805 December 15, 2017, January 1, 2018 not In January 2017, 2017 04, Intangibles - Goodwill and Other (Topic 350 2” December 15, 2019. In May 2017, No. 2017 09, “Compensation—Stock Compensation (Topic 718 1 2 718, 718.The December 15, 2017 January 1, 2018 not |
Note 1 - Nature of Operations21
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Franchisor Disclosure [Table Text Block] | Year Ended Franchised clinics: 2017 2016 Clinics open at beginning of period 309 265 Opened or purchased during the period 41 56 Acquired or sold during the period 6 (6 ) Closed or sold during the period (4 ) (6 ) Clinics in operation at the end of the period 352 309 Year Ended Company-owned or managed clinics: 2017 2016 Clinics open at beginning of period 61 47 Opened during the period - 8 Acquired during the period - 6 Closed or sold during the period (14 ) - Clinics in operation at the end of the period 47 61 Total clinics in operation at the end of the period 399 370 Clinics licenses sold but not yet developed 104 115 Executed letters of intent for future clinic licenses 8 - |
Lease Exit Liability [Table Text Block] | Lease exit liability at December 31, 2016 $ 338,151 Additions 883,146 Settlements (891,991 ) Net accretion (29,906 ) Lease exit liability at December 31, 2017 $ 299,400 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended 2017 2016 Net loss $ (3,275,233 ) $ (15,173,872 ) Weighted average common shares outstanding - basic 13,245,119 12,696,649 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 13,245,119 12,696,649 Basic and diluted loss per share $ (0.25 ) $ (1.20 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended 2017 2016 Unvested restricted stock 63,700 92,415 Stock options 1,003,916 953,075 Warrants 90,000 90,000 |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 |
Business Acquisition, Pro Forma Information [Table Text Block] | Pro Forma for the Year Ended December 31, 2017 December 31, 2016 Revenues, net $ - $ 20,985,277 Net loss $ - $ (15,483,492 ) |
Note 4 - Property and Equipme23
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, Office and computer equipment $ 1,137,970 $ 1,083,039 Leasehold improvements 5,117,379 5,085,366 Software developed 1,066,454 891,192 7,321,803 7,059,597 Accumulated depreciation (3,928,349 ) (2,566,172 ) 3,393,454 4,493,425 Construction in progress 407,012 231,281 $ 3,800,466 $ 4,724,706 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | As of December 31, 2017 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,673,000 $ 657,943 $ 1,015,057 Customer relationships 701,000 674,667 26,333 Reacquired development rights 1,162,000 443,348 718,652 $ 3,536,000 $ 1,775,958 $ 1,760,042 As of December 31, 2016 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,673,000 $ 410,688 $ 1,262,312 Customer relationships 701,000 509,042 191,958 Reacquired development rights 1,162,000 277,348 884,652 $ 3,536,000 $ 1,197,078 $ 2,338,922 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2018 $ 439,590 2019 413,256 2020 413,256 2021 348,034 2022 133,693 Thereafter 12,213 Total $ 1,760,042 |
Note 7 - Debt (Tables)
Note 7 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2018 $ 100,000 Thereafter - Total $ 100,000 |
Note 8 - Equity (Tables)
Note 8 - Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, 2017 2016 Expected volatility 42% 42% - 45% Expected dividends None None Expected term (years) 5.5 - 7 7 Risk-free rate 1.98% to 2.20% 1.19% - 1.68% Forfeiture rate 20% 20% |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted Weighted Weighted 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 Granted at market price 295,286 4.31 Exercised (206,875 ) 1.76 Cancelled (37,570 ) 5.11 Outstanding at December 31, 2017 1,003,916 $ 4.18 $ 1.87 8.1 Exercisable at December 31, 2017 287,230 $ 5.37 $ 2.38 7.4 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Restricted Stock Awards Shares 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 Awards granted 59,700 Awards vested (76,070 ) Awards forfeited (12,345 ) Outstanding at December 31, 2017 63,700 |
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, 2015 90,000 $ 8.13 2.9 $ - Granted - - - - Outstanding at December 31, 2016 90,000 $ 8.13 1.9 $ - Granted - - - - Outstanding at December 31, 2017 90,000 $ 8.13 0.9 $ - Exercisable at December 31, 2017 90,000 $ 8.13 0.9 $ - |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, 2017 2016 Current provision: Federal $ - $ 22,800 State, net of state tax credits 20,100 20,900 Total current provision 20,100 43,700 Deferred provision: Federal 13,800 97,400 State 2,000 23,300 Total deferred provision 15,800 120,700 Total income tax provision $ 35,900 $ 164,400 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2017 2016 Deferred revenue $ 756,900 $ 1,509,400 Deferred franchise costs (281,000 ) (553,900 ) Allowance for doubtful accounts - 51,400 Accrued expenses 45,300 57,400 Goodwill - component 1 (136,500 ) (120,700 ) Goodwill - component 2 55,500 86,800 Restricted stock compensation (17,900 ) (30,800 ) Nonqualified stock options 152,900 182,100 Deferred rent 257,100 629,600 Lease abandonment 80,600 108,900 Net operating loss carryforwards 7,061,300 8,924,800 Tax credits 14,000 14,000 Charitable contribution carryover 5,200 6,500 Asset basis difference related to property and equipment 377,800 201,300 Intangibles 368,100 429,600 8,739,300 11,496,400 Less valuation allowance (8,875,800 ) (11,617,100 ) Net non-current deferred tax liability $ (136,500 ) $ (120,700 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Years Ended December 31, 2017 2016 Amount Percent Amount Percent Expected federal tax benefit $ (1,100,000 ) (34.00 )% $ (5,106,100 ) (34.00 )% State tax provision, net of federal benefit (140,200 ) (4.33 ) (735,500 ) (4.90 ) Effect of (decrease) increase in valuation allowance (2,741,300 ) (84.73 ) 6,042,900 40.24 Other permanent differences 16,700 0.52 108,800 0.72 Stock Compensation (131,900 ) (4.08 ) - - Impact of enacted tax reform 3,946,100 121.97 - - State deferred tax true up 185,000 5.72 - - Other, net 1,500 0.05 (145,700 ) (0.97 ) Provision $ 35,900 1.11 % $ 164,400 1.09 % |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | 2017 2016 Tax Interest/ Tax Interest/ Uncertain tax positions - January 1 $ 13,200 $ 26,800 $ 32,600 $ 33,000 Gross increases - tax positions in prior period - - - - Gross decreases - tax positions in prior period (13,200 ) (26,800 ) (19,400 ) (6,200 ) Uncertain tax positions - December 31 $ - $ - $ 13,200 $ 26,800 |
Note 11 - Commitments and Con28
Note 11 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2018 $ 2,119,305 2019 1,808,476 2020 1,544,978 2021 1,411,126 2022 1,283,865 Thereafter 3,060,963 Total $ 11,228,713 |
Note 12 - Segment Reporting (Ta
Note 12 - Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended December 31, 2017 2016 Revenues: Corporate clinics $ 11,125 $ 8,550 Franchise operations 14,039 11,974 Total revenues $ 25,164 $ 20,524 Segment operating (loss) income: Corporate clinics $ (1,704 ) $ (9,730 ) Franchise operations 6,243 4,561 Total segment operating (loss) income $ 4,539 $ (5,169 ) Depreciation and amortization: Corporate clinics $ 1,608 $ 2,186 Franchise operations - - Corporate administration 409 380 Total depreciation and amortization $ 2,017 $ 2,566 Reconciliation of total segment operating income (loss) to consolidated loss before income tax expense: Total segment operating income (loss) $ 4,539 $ (5,169 ) Unallocated corporate overhead (7,714 ) (9,839 ) Consolidated loss from operations (3,175 ) (15,008 ) Other (expense) income, net (64 ) (1 ) Loss before income tax expense $ (3,239 ) $ (15,009 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | December 31, December 31, 2017 2016 Segment assets: Corporate clinics $ 8,998 $ 9,936 Franchise operations 2,362 2,003 Total segment assets $ 11,360 $ 11,939 Unallocated cash and cash equivalents and restricted cash $ 4,320 $ 3,344 Unallocated property and equipment 765 781 Other unallocated assets 465 991 Total assets $ 16,910 $ 17,055 |
Supplemental Disclosure of No30
Supplemental Disclosure of Non-cash Activity (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Paid | $ 29,315 | $ 11,250 | ||
Interest Paid | 108,016 | 15,262 | ||
Capital Expenditures Incurred but Not yet Paid | 50,474 | 11,059 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 839,000 | |||
Deferred Revenue | $ 224,750 | 224,750 | ||
Stock Issued During Period, Shares, New Issues | 46,948 | |||
Stock Issued During Period, Value, New Issues | $ 100,000 | 100,000 | ||
Adjustment to Goodwill Related to Deferred Revenue from Previous Acquisitions | $ 166,088 | |||
Regional developer territories in Central Florida, Maryland/Washington DC, Minnesota, Texas, Oklahoma and Arkansas [Member] | ||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 559,310 | |||
Deferred Revenue, Revenue Recognized | $ 14,967 | |||
Franchise Fees [Member] | ||||
Payments to Acquire Businesses, Net of Cash Acquired | 839,000 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 186,000 | |||
Deferred Revenue | 29,000 | 29,000 | ||
Deferred Franchise Costs Netted Against Aggregate Purchase Price | 1,450 | 1,450 | ||
Accounts Payable [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 293,014 | 293,014 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 339,000 | 339,000 | ||
Goodwill, Acquired During Period | 269,780 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | $ 45,072 | $ 45,072 |
Note 1 - Nature of Operations31
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | ||
Allowance for Doubtful Accounts Receivable | 0 | 131,830 | ||
Allowance for Doubtful Accounts Receivable, Recoveries | 40,000 | |||
Allowance for Doubtful Accounts Receivable, Write-offs | 47,000 | 731,857 | ||
Impairment of Intangible Assets, Finite-lived | 0 | |||
Goodwill, Impairment Loss | 0 | 54,994 | ||
Impairment of Long-Lived Assets Held-for-use | $ 0 | 2,300,000 | ||
Franchise Monthly Marketing Fee Gross Sales Percentage | 2.00% | |||
Lease Exit Liability | $ 299,400 | 338,151 | ||
Lease Exit Liability, Additions | 883,146 | |||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | (417,971) | (3,520,370) | ||
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% | |||
Deferred Revenue | 224,750 | |||
Franchise Royalty Gross Sales Percentage | 7.00% | |||
Advertising Expense | $ 1,397,076 | 2,279,572 | ||
Retained Earnings (Accumulated Deficit) | (32,258,607) | (28,983,374) | ||
Franchise Revenue | 1,442,415 | 2,286,809 | ||
Regional Developer Fees Revenue | 583,550 | 617,573 | ||
Franchise Costs | 2,996,797 | 2,717,691 | ||
Accounting Standards Update 2014-09, 2016-10 and 2016-12 [Member] | The Year Ended December 31, 2015 [Member] | Scenario, Forecast [Member] | ||||
Retained Earnings (Accumulated Deficit) | $ (3,300,000) | |||
Franchise Revenue | (4,500,000) | |||
Regional Developer Fees Revenue | (400,000) | |||
Franchise Costs | (1,600,000) | |||
Accounting Standards Update 2014-09, 2016-10 and 2016-12 [Member] | The 12 Months Ended December 31, 2016 [Member] | Scenario, Forecast [Member] | ||||
Retained Earnings (Accumulated Deficit) | (600,000) | |||
Franchise Revenue | (800,000) | |||
Franchise Costs | (200,000) | |||
Accounting Standards Update 2014-09, 2016-10 and 2016-12 [Member] | The Year Ended December 31, 2017 [Member] | Scenario, Forecast [Member] | ||||
Retained Earnings (Accumulated Deficit) | (200,000) | |||
Franchise Revenue | (300,000) | |||
Franchise Costs | $ 100,000 | |||
Regional Development Agreement [Member] | ||||
Deferred Revenue | $ 2,100,000 | |||
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 | |||
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 | |||
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] | ||||
Number of PC Entities | 1 | |||
Number of Franchises | 6 | |||
Concentration Risk, Percentage | 13.00% | 24.00% | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Number of Major Customers | 0 | 0 |
Note 1 - Nature of Operations32
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, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Clinics open at beginning of period | 370 | |||
Clinics in operation at the end of the period | 399 | 370 | ||
Number of Stores | 399 | 370 | 399 | 370 |
Clinics licenses sold but not yet developed | 104 | 115 | ||
Executed letters of intent for future clinic licenses | 8 | |||
Franchised Units [Member] | ||||
Clinics open at beginning of period | 309 | 265 | ||
Opened or purchased during the period | 41 | 56 | ||
Acquired or sold during the period | 6 | (6) | ||
Closed or sold during the period | (4) | (6) | ||
Clinics in operation at the end of the period | 352 | 309 | ||
Acquired during the period | (6) | 6 | ||
Number of Stores | 309 | 309 | 352 | 309 |
Entity Operated Units [Member] | ||||
Clinics open at beginning of period | 61 | 47 | ||
Opened or purchased during the period | 8 | |||
Acquired or sold during the period | (6) | |||
Closed or sold during the period | (14) | |||
Clinics in operation at the end of the period | 47 | 61 | ||
Acquired during the period | 6 | |||
Number of Stores | 61 | 61 | 47 | 61 |
Note 1 - Nature of Operations33
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Lease Exit Liability (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Lease exit liability at December 31, 2016 | $ 338,151 |
Additions | 883,146 |
Settlements | (891,991) |
Net accretion | (29,906) |
Lease exit liability at December 31, 2017 | $ 299,400 |
Note 1 - Nature of Operations34
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Earnings (Loss) Per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (3,275,233) | $ (15,173,872) |
Weighted average common shares outstanding - basic (in shares) | 13,245,119 | 12,696,649 |
Effect of dilutive securities: | ||
Stock options (in shares) | ||
Weighted average common shares outstanding - diluted (in shares) | 13,245,119 | 12,696,649 |
Basic and diluted loss per share (in dollars per share) | $ (0.25) | $ (1.20) |
Note 1 - Nature of Operations35
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, 2017 | Dec. 31, 2016 | |
Restricted Stock [Member] | ||
Anti-dilutive Securities (in shares) | 63,700 | 92,415 |
Employee Stock Option [Member] | ||
Anti-dilutive Securities (in shares) | 1,003,916 | 953,075 |
Warrant [Member] | ||
Anti-dilutive Securities (in shares) | 90,000 | 90,000 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016USD ($) | |
Deferred Revenue | $ 224,750 | |
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 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 | |
Business Combination, Acquisition Related Costs | 75,000 | |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 7,500,000 | |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 700,000 | |
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 |
Note 2 - Acquisitions - Purchas
Note 2 - Acquisitions - Purchase Price Allocation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Goodwill | $ 2,750,338 | $ 2,916,426 |
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 |
Note 2 - Acquisitions - Supplem
Note 2 - Acquisitions - Supplemental Pro Forma Information (Details) - The Joint RRC Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues, net | $ 20,985,277 | |
Net loss | $ (15,483,492) |
Note 3 - Notes Receivable (Deta
Note 3 - Notes Receivable (Details Textual) | Oct. 10, 2017USD ($) | Apr. 29, 2017USD ($) | Sep. 22, 2017USD ($) | Aug. 31, 2017USD ($) | May 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2012USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Regional Developer Territory in Central Florida [Member] | |||||||||
Regional Development Agreement | $ 320,000 | ||||||||
Regional Developer Territory in Maryland/Washington DC [Member] | |||||||||
Regional Development Agreement | $ 220,000 | ||||||||
Regional Developer Territory in Minnesota [Member] | |||||||||
Regional Development Agreement | $ 228,293 | ||||||||
Regional Developer Territories with Texas, Arkansas, and Oklahoma [Member] | |||||||||
Regional Development Agreement | $ 170,000 | ||||||||
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 | ||||||||
10% Interest Bearing Promissory Note Maturing October 1, 2020 [Member] | Regional Developer Territory in Central Florida [Member] | |||||||||
Financing Receivable, Net | $ 187,000 | ||||||||
Notes Receivable, Interest Rate | 10.00% | ||||||||
Notes Receivable, Contractual Term | 3 years 180 days | ||||||||
Notes Receivable, Principal and Interest, Term | 3 years | ||||||||
10% Interest Bearing Promissory Note Maturing August 1, 2020 [Member] | Regional Developer Territory in Maryland/Washington DC [Member] | |||||||||
Financing Receivable, Net | $ 117,475 | ||||||||
Notes Receivable, Interest Rate | 10.00% | ||||||||
Notes Receivable, Contractual Term | 3 years | ||||||||
Notes Receivable, Principal and Interest, Term | 3 years | ||||||||
10% Interest Bearing Promissory Note Maturing September 1, 2020 [Member] | Regional Developer Territory in Minnesota [Member] | |||||||||
Financing Receivable, Net | $ 119,147 | ||||||||
Notes Receivable, Interest Rate | 10.00% | ||||||||
Notes Receivable, Contractual Term | 3 years | ||||||||
Notes Receivable, Principal and Interest, Term | 3 years | ||||||||
10% Interest Bearing Promissory Note Maturing October 24, 2020 [Member] | Regional Developer Territories with Texas, Arkansas, and Oklahoma [Member] | |||||||||
Financing Receivable, Net | $ 135,688 | ||||||||
Notes Receivable, Interest Rate | 10.00% | ||||||||
Notes Receivable, Contractual Term | 3 years | ||||||||
Notes Receivable, Principal and Interest, Term | 3 years | ||||||||
Company-owned Clinic [Member] | |||||||||
Financing Receivable, Net | $ 90,000 | $ 523,785 | $ 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 4 - Property and Equipme40
Note 4 - Property and Equipment (Details Textual) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | |
Depreciation | $ 1,818,403 | $ 1,438,443 |
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 Equipme41
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment, gross | $ 7,321,803 | $ 7,059,597 |
Accumulated depreciation | (3,928,349) | (2,566,172) |
Property and equipment, net | 3,800,466 | 4,724,706 |
Construction in progress | 407,012 | 231,281 |
Office Equipment [Member] | ||
Property and equipment, gross | 1,137,970 | 1,083,039 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 5,117,379 | 5,085,366 |
Software Development [Member] | ||
Property and equipment, gross | 1,066,454 | 891,192 |
Property Plant and Equipment, Excluding Construction in Progress [Member] | ||
Property and equipment, net | $ 3,393,454 | $ 4,493,425 |
Note 5 - Fair Value Considera42
Note 5 - Fair Value Consideration (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Financial Instruments, Owned, at Fair Value | $ 0 | $ 0 |
Assets, Fair Value Adjustment | $ 3,500 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details Textual) - USD ($) | Jun. 02, 2016 | Jan. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Revenue | $ 224,750 | ||||
Amortization of Intangible Assets | $ 578,880 | 747,733 | |||
Impairment of Intangible Assets, Finite-lived | $ 0 | ||||
Regional Developer Rights in Los Angeles County, San Diego, and New Jersey [Member] | |||||
Repurchase Right to Develop Franchises, Consideration | $ 275,000 | ||||
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) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Gross Carrying Amount | $ 3,536,000 | $ 3,536,000 |
Accumulated Amortization | 1,775,958 | 1,197,078 |
Net Carrying Value | 1,760,042 | 2,338,922 |
Franchise Rights [Member] | ||
Gross Carrying Amount | 1,673,000 | 1,673,000 |
Accumulated Amortization | 657,943 | 410,688 |
Net Carrying Value | 1,015,057 | 1,262,312 |
Customer Relationships [Member] | ||
Gross Carrying Amount | 701,000 | 701,000 |
Accumulated Amortization | 674,667 | 509,042 |
Net Carrying Value | 26,333 | 191,958 |
Development Rights [Member] | ||
Gross Carrying Amount | 1,162,000 | 1,162,000 |
Accumulated Amortization | 443,348 | 277,348 |
Net Carrying Value | $ 718,652 | $ 884,652 |
Note 6 - Intangible Assets - Es
Note 6 - Intangible Assets - Estimated Amortization Expense (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
2,018 | $ 439,590 | |
2,019 | 413,256 | |
2,020 | 413,256 | |
2,021 | 348,034 | |
2,022 | 133,693 | |
Thereafter | 12,213 | |
Total | $ 1,760,042 | $ 2,338,922 |
Note 7 - Debt (Details Textual)
Note 7 - Debt (Details Textual) | Jan. 03, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) |
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 7 - Debt - Maturities of N
Note 7 - Debt - Maturities of Notes Payable (Details) | Dec. 31, 2017USD ($) |
2,018 | $ 100,000 |
Total | $ 100,000 |
Note 8 - Equity (Details Textua
Note 8 - Equity (Details Textual) - USD ($) | Nov. 14, 2014 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | May 15, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 295,286 | 660,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,306,260 | |||||||
Share Price | $ 0.45 | $ 0.45 | ||||||
Stock Repurchased During Period, Shares | 534,000 | 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 | 283,128 | 250,872 | ||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 292,671 | $ 210,000 | $ 292,671 | $ 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 | 328 days | |||||||
Treasury Stock [Member] | ||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 283,128 | 250,872 | ||||||
Stock Issued During Period, Value, Treasury Stock Reissued | 127,000 | 113,000 | $ 419,728 | $ 371,911 | ||||
Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | ||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | ||||||||
Option to Repurchase Shares, Change in Fair Value | (292,000) | (259,000) | ||||||
Additional Paid-in Capital [Member] | ||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 127,000 | $ 162,000 | $ (127,057) | $ (161,911) | ||||
Employee Stock Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 295,286 | 660,000 | ||||||
Allocated Share-based Compensation Expense | $ 380,067 | $ 561,559 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 840,826 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 255 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 8 years | |||||||
Restricted Stock [Member] | ||||||||
Allocated Share-based Compensation Expense | $ 214,304 | 561,922 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 143,240 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 255 days | |||||||
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 | $ 2.65 | $ 2.23 | ||||||
Maximum [Member] | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ 5.51 | $ 4.11 | ||||||
The 2014 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,513,000 | |||||||
The 2014 Plan [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 9,950 | 12,345 | ||||||
Share Price | $ 3.10 | $ 4.02 | $ 3.10 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 240,000 | $ 268,000 |
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, 2017 | Dec. 31, 2016 | |
Expected volatility | 42.00% | |
Expected dividends | 0.00% | 0.00% |
Expected term (years) (Year) | 7 years | |
Forfeiture rate | 20.00% | 20.00% |
Minimum [Member] | ||
Expected volatility | 42.00% | |
Expected term (years) (Year) | 5 years 182 days | |
Risk-free rate | 1.98% | 1.19% |
Maximum [Member] | ||
Expected volatility | 45.00% | |
Expected term (years) (Year) | 7 years | |
Risk-free rate | 2.20% | 1.68% |
Note 8 - Equity - Stock Options
Note 8 - Equity - Stock Options Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Granted at Market Price, Number of Shares (in shares) | 295,286 | 660,000 | |
Employee Stock Option [Member] | |||
Outstanding, Number of Shares (in shares) | 953,075 | 477,459 | |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.66 | $ 4.30 | |
Outstanding, Weighted Average Fair Value (in dollars per share) | $ 1.87 | $ 1.86 | $ 2.01 |
Outstanding, Weighted Average Remaining Contractual Life (Year) | 8 years 36 days | 6 years 328 days | 8 years 255 days |
Granted at Market Price, Number of Shares (in shares) | 295,286 | 660,000 | |
Granted at Market Price, Weighted Average Exercise Price (in dollars per share) | $ 4.31 | $ 3.22 | |
Exercised, Number of Shares (in shares) | (206,875) | (37,824) | |
Exercised, Weighted Average Exercise Price (in dollars per share) | $ 1.76 | $ 1.88 | |
Cancelled, Number of Shares (in shares) | (37,570) | (146,560) | |
Cancelled, Weighted Average Exercise Price (in dollars per share) | $ 5.11 | $ 4.34 | |
Outstanding, Number of Shares (in shares) | 1,003,916 | 953,075 | 477,459 |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.18 | $ 3.66 | $ 4.30 |
Exercisable, Number of Shares (in shares) | 287,230 | ||
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.37 | ||
Exercisable, Weighted Average Fair Value (in dollars per share) | $ 2.38 | ||
Exercisable, Weighted Average Remaining Contractual Life (Year) | 7 years 146 days |
Note 8 - Equity - Restricted St
Note 8 - Equity - Restricted Stock Activity (Details) - Restricted Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Unvested (in shares) | 92,415 | 339,288 |
Awards granted (in shares) | 59,700 | 86,415 |
Awards vested (in shares) | (76,070) | (162,440) |
Awards forfeited (in shares) | (12,345) | (170,848) |
Unvested (in shares) | 63,700 | 92,415 |
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) - Goods and Services Exchanged for Equity Instrument [Member] - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Unvested (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) | 328 days | 1 year 328 days | 2 years 328 days |
Granted, Number of Units (in shares) | |||
Granted, Weighted Average Exercise Price (in dollars per share) | |||
Unvested (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 | 0.9 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 3,900,000 | ||
Effective Income Tax Rate Reconciliation, Percent | 1.10% | 1.10% | |
General and Administrative Expense [Member] | |||
Income Tax Examination, Penalties and Interest Expense | $ 0 | $ 27,000 | |
Other Liabilities [Member] | |||
Liability for Uncertainty in Income Taxes, Noncurrent | 0 | $ 40,000 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards | $ 26,527,000 | ||
Domestic Tax Authority [Member] | Latest Tax Year [Member] | |||
Open Tax Year | 2,014 | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards | $ 32,030,000 | ||
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |||
Open Tax Year | 2,013 | ||
Scenario, Forecast [Member] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Note 9 - Income Taxes - Income
Note 9 - Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | $ 22,800 | |
State, net of state tax credits | 20,100 | 20,900 |
Total current provision | 20,100 | 43,700 |
Federal | 13,800 | 97,400 |
State | 2,000 | 23,300 |
Total deferred provision | 15,734 | 120,700 |
Total income tax provision | $ 35,880 | $ 164,429 |
Note 9 - Income Taxes - Net Def
Note 9 - Income Taxes - Net Deferred Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred revenue | $ 756,900 | $ 1,509,400 |
Deferred franchise costs | (281,000) | (553,900) |
Allowance for doubtful accounts | 51,400 | |
Accrued expenses | 45,300 | 57,400 |
Goodwill - component 1 | (136,500) | (120,700) |
Goodwill - component 2 | 55,500 | 86,800 |
Restricted stock compensation | (17,900) | (30,800) |
Nonqualified stock options | 152,900 | 182,100 |
Deferred rent | 257,100 | 629,600 |
Lease abandonment | 80,600 | 108,900 |
Net operating loss carryforwards | 7,061,300 | 8,924,800 |
Tax credits | 14,000 | 14,000 |
Charitable contribution carryover | 5,200 | 6,500 |
Asset basis difference related to property and equipment | 377,800 | 201,300 |
Intangibles | 368,100 | 429,600 |
8,739,300 | 11,496,400 | |
Less valuation allowance | (8,875,800) | (11,617,100) |
Net non-current deferred tax liability | $ (136,434) | $ (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, 2017 | Dec. 31, 2016 | |
Expected federal tax benefit | $ (1,100,000) | $ (5,106,100) |
Expected federal tax benefit | (34.00%) | (34.00%) |
State tax provision, net of federal benefit, amount | $ (140,200) | $ (735,500) |
State tax provision, net of federal benefit | (4.33%) | (4.90%) |
Effect of increase in valuation allowance, amount | $ (2,741,300) | $ 6,042,900 |
Effect of (decrease) increase in valuation allowance | (84.73%) | 40.24% |
Other permanent differences, amount | $ 16,700 | $ 108,800 |
Other permanent differences | 0.52% | 0.72% |
Stock Compensation, amount | $ (131,900) | |
Stock Compensation | (4.08%) | |
Impact of enacted tax reform, amount | $ 3,946,100 | |
Impact of enacted tax reform | 121.97% | |
State deferred tax true up, amount | $ 185,000 | |
State deferred tax true up | 5.72% | |
Other, net, amount | $ 1,500 | $ (145,700) |
Other, net | 0.05% | (0.97%) |
Provision (Benefit), amount | $ 35,880 | $ 164,429 |
Provision | 1.11% | 1.09% |
Note 9 - Income Taxes - Uncerta
Note 9 - Income Taxes - Uncertain Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Uncertain tax benefit, tax | $ 13,200 | $ 32,600 |
Gross increases - tax positions in prior period | ||
Gross decreases - tax positions in prior period | (13,200) | (19,400) |
Uncertain tax benefit, tax | 13,200 | |
Uncertain tax benefit, interest and penalties | 26,800 | 33,000 |
Gross increases - tax positions in prior period | ||
Gross decreases - tax positions in prior period | (26,800) | (6,200) |
Uncertain tax benefit, interest and penalties | $ 26,800 |
Note 10 - Related Party Trans59
Note 10 - Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shareholder [Member] | ||
Related Party Transaction, Amounts of Transaction | $ 205,000 | $ 461,000 |
Note 11 - Commitments and Con60
Note 11 - Commitments and Contingencies (Details Textual) | 12 Months Ended | |
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Operating Leases, Rent Expense, Net | $ 2,808,837 | $ 3,389,971 |
Lease Exit Liability | $ 299,400 | 338,151 |
Other Liabilities [Member] | ||
Lease Exit Liability | $ 338,000 | |
Corporate Clinics [Member] | ||
Number of Undeveloped Franchise Agreements Terminated | 5 |
Note 11 - Commitments and Con61
Note 11 - Commitments and Contingencies - Summary of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2017USD ($) |
2,018 | $ 2,119,305 |
2,019 | 1,808,476 |
2,020 | 1,544,978 |
2,021 | 1,411,126 |
2,022 | 1,283,865 |
Thereafter | 3,060,963 |
Total | $ 11,228,713 |
Note 12 - Segment Reporting (De
Note 12 - Segment Reporting (Details Textual) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Operating Segments | 2 | |
Number of Stores | 399 | 370 |
Corporate Clinics [Member] | ||
Number of Stores | 47 | |
Franchise Operations [Member] | ||
Number of Stores | 352 |
Note 12 - Segment Reporting - S
Note 12 - Segment Reporting - Segment Reporting Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 25,164,004 | $ 20,523,640 |
Operating income (loss) | (3,174,898) | (15,007,976) |
Depreciation and amortization: | ||
Depreciation and amortization | 2,017,323 | 2,566,136 |
Operating income (loss) | (3,174,898) | (15,007,976) |
Other expense, net | (64,455) | (1,467) |
Loss before income tax expense | (3,239,353) | (15,009,443) |
Operating Segments [Member] | ||
Operating income (loss) | 4,539,000 | (5,169,000) |
Depreciation and amortization: | ||
Operating income (loss) | 4,539,000 | (5,169,000) |
Corporate, Non-Segment [Member] | ||
Operating income (loss) | (7,714,000) | (9,839,000) |
Depreciation and amortization: | ||
Operating income (loss) | (7,714,000) | (9,839,000) |
Corporate Clinics [Member] | ||
Revenues | 11,125,000 | 8,550,000 |
Operating income (loss) | (1,704,000) | (9,730,000) |
Depreciation and amortization: | ||
Depreciation and amortization | 1,608,000 | 2,186,000 |
Operating income (loss) | (1,704,000) | (9,730,000) |
Franchise Operations [Member] | ||
Revenues | 14,039,000 | 11,974,000 |
Operating income (loss) | 6,243,000 | 4,561,000 |
Depreciation and amortization: | ||
Depreciation and amortization | ||
Operating income (loss) | 6,243,000 | 4,561,000 |
Corporate Segment [Member] | ||
Depreciation and amortization: | ||
Depreciation and amortization | $ 409,000 | $ 380,000 |
Note 12 - Segment Reporting -64
Note 12 - Segment Reporting - Segment Reporting Information, Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Total assets | $ 16,909,970 | $ 17,054,861 | |
Unallocated cash and cash equivalents and restricted cash | 4,216,221 | 3,009,864 | $ 16,792,850 |
Unallocated property and equipment | 3,800,466 | 4,724,706 | |
Operating Segments [Member] | |||
Total assets | 11,360,000 | 11,939,000 | |
Unallocated cash and cash equivalents and restricted cash | 4,320,000 | 3,344,000 | |
Unallocated property and equipment | 765,000 | 781,000 | |
Other unallocated assets | 465,000 | 991,000 | |
Corporate Clinics [Member] | |||
Total assets | 8,998,000 | 9,936,000 | |
Franchise Operations [Member] | |||
Total assets | $ 2,362,000 | $ 2,003,000 |