Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
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) | 13,593,754 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 4,033,730 | $ 4,216,221 |
Restricted cash | 134,189 | 103,819 |
Accounts receivable, net | 1,047,540 | 1,138,380 |
Notes receivable - current portion | 176,262 | 171,928 |
Deferred franchise costs - current portion | 522,123 | 498,433 |
Prepaid expenses and other current assets | 733,502 | 542,342 |
Total current assets | 6,647,346 | 6,671,123 |
Property and equipment, net | 3,719,459 | 3,800,466 |
Notes receivable, net of current portion and reserve | 306,132 | 351,857 |
Deferred franchise costs, net of current portion | 2,422,698 | 2,312,837 |
Intangible assets, net | 1,636,978 | 1,760,042 |
Goodwill | 2,916,426 | 2,916,426 |
Deposits and other assets | 594,213 | 611,808 |
Total assets | 18,243,252 | 18,424,559 |
Current liabilities: | ||
Accounts payable | 935,658 | 1,068,668 |
Accrued expenses | 197,812 | 86,959 |
Co-op funds liability | 134,189 | 89,681 |
Payroll liabilities | 846,919 | 867,430 |
Notes payable - current portion | 100,000 | 100,000 |
Deferred rent - current portion | 173,010 | 152,198 |
Deferred franchise revenue - current portion | 1,986,524 | 1,994,182 |
Deferred revenue from company clinics | 905,625 | 867,804 |
Other current liabilities | 388,354 | 72,534 |
Total current liabilities | 5,668,091 | 5,299,456 |
Notes payable, net of current portion | 1,000,000 | 1,000,000 |
Deferred rent, net of current portion | 750,010 | 802,492 |
Deferred franchise revenue, net of current portion | 9,602,898 | 9,560,242 |
Deferred tax liability | 57,191 | 136,434 |
Other liabilities | 106,562 | 411,497 |
Total liabilities | 17,184,752 | 17,210,121 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 shares issued and outstanding, as of March 31, 2018, and December 31, 2017 | ||
Common stock, $0.001 par value; 20,000,000 shares authorized, 13,607,838 shares issued and 13,593,754 shares outstanding as of March 31, 2018 and 13,600,338 shares issued and 13,586,254 outstanding as of December 31, 2017 | 13,607 | 13,600 |
Additional paid-in capital | 37,460,828 | 37,229,869 |
Treasury stock 14,084 shares as of March 31, 2018 and December 31, 2017, at cost | (86,045) | (86,045) |
Accumulated deficit | (36,329,890) | (35,942,986) |
Total stockholders' equity | 1,058,500 | 1,214,438 |
Total liabilities and stockholders' equity | $ 18,243,252 | $ 18,424,559 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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) | 13,607,838 | 13,600,338 |
Common stock, shares outstanding (in shares) | 13,593,754 | 13,586,254 |
Treasury stock, shares (in shares) | 14,084 | 14,084 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Revenue from Contract with Customer | $ 7,097,915 | $ 5,507,147 |
Cost of revenues: | ||
Total cost of revenues | 972,332 | 693,716 |
Selling and marketing expenses | 1,102,304 | 958,706 |
Depreciation and amortization | 387,417 | 577,987 |
General and administrative expenses | 5,074,927 | 4,564,078 |
Total selling, general and administrative expenses | 6,564,648 | 6,100,771 |
Loss on disposition or impairment | 417,971 | |
Loss from operations | (439,065) | (1,705,311) |
Other (expense) income, net | (11,194) | (19,465) |
Loss before income tax benefit (expense) | (450,259) | (1,724,776) |
Income tax benefit (expense) | 63,355 | (40,609) |
Net loss and comprehensive loss | $ (386,904) | $ (1,765,385) |
Loss per share: | ||
Basic and diluted loss per share (in dollars per share) | $ (0.03) | $ (0.14) |
Basic and diluted weighted average shares (in shares) | 13,587,837 | 13,042,595 |
Revenues and Management Fees from Company Clinics [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | $ 3,256,624 | $ 2,496,334 |
Royalty [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 2,273,988 | 1,706,073 |
Franchise [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 348,337 | 295,540 |
Cost of revenues: | ||
Cost of Goods and Services Sold | 872,768 | 634,855 |
Advertising [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 659,030 | 598,436 |
Technology Service [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 307,475 | 267,013 |
Cost of revenues: | ||
Cost of Goods and Services Sold | 99,564 | 58,861 |
Regional Developer Fees [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 135,011 | 64,146 |
Product and Service, Other [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | $ 117,450 | $ 79,605 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (386,904) | $ (1,765,385) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 387,417 | 577,987 |
Loss on sale of property and equipment | 388 | |
Loss on disposition or impairment of assets | 417,971 | |
Deferred income taxes | (79,243) | 36,220 |
Stock based compensation expense | 207,641 | 95,065 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 90,840 | (214,860) |
Income taxes receivable | 38,960 | |
Prepaid expenses and other current assets | (191,160) | (393,995) |
Deferred franchise costs | (133,551) | 111,132 |
Deposits and other assets | 17,595 | 40,868 |
Accounts payable | (133,010) | 34,228 |
Accrued expenses | 110,853 | (138,455) |
Co-op funds liability | 44,508 | 21,761 |
Payroll liabilities | (20,511) | (353,326) |
Other liabilities | 10,885 | 101,014 |
Deferred rent | (31,670) | (309,367) |
Deferred revenue | 72,819 | 421,622 |
Net cash used in operating activities | (33,103) | (1,278,560) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (183,734) | (39,325) |
Payments received on notes receivable | 41,391 | 10,008 |
Net cash used in investing activities | (142,343) | (29,317) |
Cash flows from financing activities: | ||
Borrowings on revolving credit note payable | 1,000,000 | |
Proceeds from exercise of stock options | 23,325 | 116,277 |
Repayments on notes payable | (163,500) | |
Net cash provided by financing activities | 23,325 | 952,777 |
Decrease in cash | (152,121) | (355,100) |
Cash and restricted cash, beginning of period | 4,320,040 | 3,344,258 |
Cash and restricted cash, end of period | $ 4,167,919 | $ 2,989,158 |
Supplemental Disclosure of Non-
Supplemental Disclosure of Non-cash Activity | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | During the three March 31, 2018 2017, $0 $5,875, three March 31, 2018 2017, $25,000 $30,161, Supplemental disclosure of non-cash activity: As of March 31, 2018 December 31, 2017, $0 $50,474, |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1: Basis of Presentation These unaudited financial statements represent the condensed consolidated financial statements of The Joint Corp. (“The Joint”) and its wholly owned subsidiary The Joint Corporate Unit No. 1, 10 March 31, 2018 2017 not March 31, 2018 2017 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets, liabilities, revenue, costs, expenses and other (expenses) income that are reported in the condensed consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may may 2, Revenue Disclosures March 31, 2017 Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of The Joint Corp. and its wholly owned subsidiary, The Joint Corporate Unit No. 1, All significant intercompany accounts and transactions between The Joint Corp. and its subsidiary have been eliminated in consolidation. Comprehensive Loss Net loss and comprehensive loss are the same for the three March 31, 2018 2017. Nature of Operations The Joint, a Delaware corporation, was formed on March 10, 2010 The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed clinics for the three March 31, 2018 2017: Three Months Ended Franchised clinics: 2018 2017 Clinics in operation at beginning of period 352 309 Opened or Purchased during the period 7 18 Acquired during the period - - Closed during the period - (1 ) Clinics in operation at the end of the period 359 326 Three Months Ended Company-owned or managed clinics: 2018 2017 Clinics in operation at beginning of period 47 61 Opened during the period - - Acquired during the period - - Closed or sold during the period - (14 ) Clinics in operation at the end of the period 47 47 Total clinics in operation at the end of the period 406 373 Clinics licenses sold but not yet developed 114 107 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 such PCs under which the Company provides, on an exclusive basis, all non-clinical services of the chiropractic practice. The Company has analyzed its relationship with the PCs and has determined that the Company does not not Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three no March 31, 2018 December 31, 2017. Restricted Cash Restricted cash relates to cash that franchisees and company-owned or managed clinics contribute to the Company’s National Marketing Fund and cash that franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed by franchisees to the National Marketing Fund is to be used in accordance with the Company’s Franchise Disclosure Document with a focus on regional and national marketing and advertising. Concentrations of Credit Risk From time to time, the Company grants credit in the normal course of business to franchisees and PCs related to the collection of royalties and other operating revenues. The Company periodically performs credit analysis and monitors the financial condition of the franchisees and PCs to reduce credit risk. As of March 31, 2018, one one 7% December 31, 2017, one six 13% not 10% three March 31, 2018 2017. Accounts Receivable Accounts receivable represent amounts due from franchisees for initial franchise fees and royalty fees. The Company considers a reserve for doubtful accounts based on the creditworthiness of the 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. Actual losses ultimately could differ materially in the near term from the amounts estimated in determining the allowance. As of March 31, 2018 December 31, 2017, $0. Deferred Franchise Costs Deferred franchise costs represent commissions that are paid in conjunction with the sale of a franchise and are recognized as an expense when the respective revenue is recognized, which is generally over the term of the related franchise agreement. Property and Equipment Property and equipment are stated at cost or for property acquired as part of franchise acquisitions at fair value at the date of closing. Depreciation is computed using the straight-line method over estimated useful lives of three seven Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Software Developed The Company capitalizes certain software development costs. These capitalized costs are primarily related to proprietary software used by clinics for operations and by the Company for the management of operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized as assets in progress until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Software developed is recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, generally five Intangible Assets Intangible assets consist primarily of re-acquired franchise and regional developer rights and customer relationships. The Company amortizes the fair value of re-acquired franchise rights over the remaining contractual terms of the re-acquired franchise rights at the time of the acquisition, which range from six eight seven two Goodwill Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired in the acquisitions completed in the years ended December 31, 2014 December 31, 2016. not first fourth not No three March 31, 2018 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 three March 31, 2018 2017. Advertising Fund The Company has established an advertising fund for national/regional marketing and advertising of services offered by its clinics. The monthly marketing fee is 2% Co-Op Marketing Funds Some franchises have established regional Co-Ops for advertising within their local and regional markets. The Company maintains a custodial relationship under which the marketing funds collected are segregated and used for the purposes specified by the Co-Ops’ officers. The marketing funds are included in restricted cash on the Company’s condensed consolidated balance sheets. Accounting for Costs Associated with Exit or Disposal Activities The Company recognizes a liability for the cost associated with an exit or disposal activity that is measured initially at its fair value in the period in which the liability is incurred. Costs to terminate an operating lease or other contracts are (a) costs to terminate the contract before the end of its term or (b) costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the entity 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, 2017 $ 299,400 Additions - Settlements - Net accretion (12,171 ) Lease exit liability at March 31, 2018 $ 287,229 Deferred Rent The Company leases office space for its corporate offices and company-owned or managed clinics under operating leases, which may Revenue Recognition The Company generates revenue primarily through its company-owned and managed clinics, royalties, franchise fees, advertising fund, and through IT related income and computer software fees. Revenues and Management Fees from Company Clinics. not Royalties and Advertising Fund Revenue. 7% 2% two Franchise Fees. ten no no Regional Developer Fees 2011, 2017, 3% Software Fees. Advertising Costs Advertising costs are expensed as incurred. Advertising expenses were $410,637 $286,415 three March 31, 2018 2017, Income Taxes The Company uses an estimated annual effective tax rate method in computing its interim tax provision. This effective tax rate is based on forecasted annual pre-tax income, permanent tax differences and statutory tax rates. 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% not March 31, 2018 December 31, 2017. The Tax Cuts and Jobs Act of 2017 “2017 December 22, 2017. 2017 35% 21%, one not 2017 2017 March 31, 2018. 2017 may Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock and stock options. Three Months Ended 2018 2017 (as adjusted) Net loss $ (386,904 ) $ (1,765,385 ) Weighted average common shares outstanding - basic 13,587,837 13,042,595 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 13,587,837 13,042,595 Basic and diluted loss per share $ (0.03 ) $ (0.14 ) The following table summarizes the potential shares of common stock that were excluded from diluted net loss per share, because the effect of including these potential shares was anti-dilutive: Three Months Ended 2018 2017 Unvested restricted stock 63,700 80,070 Stock options 1,053,811 916,915 Warrants 90,000 90,000 Stock-Based Compensation The Company accounts for share-based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. The Company determines the estimated grant-date fair value of restricted shares using quoted market prices and the grant-date fair value of stock options using the Black-Scholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including the estimated fair value of underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. The Company recognizes compensation costs ratably over the period of service using the straight-line method. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for doubtful accounts, share-based compensation arrangements, fair value of stock options, useful lives and realizability of long-lived assets, classification of deferred revenue and deferred franchise costs, uncertain tax positions, realizability of deferred tax assets, impairment of goodwill and intangible assets and purchase price allocations. Recent Accounting Pronouncements Accounting Standards Adopted Effective January 1, 2018 On January 1, 2018, 606 606” 606 not Adoption of ASC 606 THE JOINT CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS As of December 31, Adjustments due to ASC 606 adoption As of December 31, ASSETS (as reported) (as adjusted) Current assets: Deferred franchise costs - current portion $ 484 $ 14 $ 498 Total current assets 6,657 14 6,671 Deferred franchise costs, net of current portion 813 1,500 2,313 Total assets $ 16,910 $ 1,515 $ 18,425 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Deferred franchise revenue - current portion $ 1,686 $ 308 $ 1,994 Other current liabilities 49 24 73 Total current liabilities 4,967 332 5,299 Deferred revenue, net of current portion 4,693 4,867 9,560 Total liabilities 12,011 5,199 17,210 Stockholders' equity: Accumulated deficit (32,259 ) (3,684 ) (35,943 ) Total stockholders' equity 4,899 (3,684 ) 1,215 Total liabilities and stockholders' equity $ 16,910 $ 1,515 $ 18,425 The revenue and deferred cost adjustments are due to the change in method of recognizing franchise and regional developer fees. See Note 2, Revenue Disclosures Adoption of ASC 606 three March 31, 2017, THE JOINT CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2017 Adjustments due to ASC 606 adoption Three Months Ended March 31, 2017 (as reported) (as adjusted) Revenues: Franchise fees $ 450 $ (154 ) $ 296 Regional developer fees 77 (13 ) 64 Total revenues 5,674 (167 ) 5,507 Cost of revenues: Franchise cost of revenues 683 (48 ) 635 Total cost of revenues 742 (48 ) 694 Loss from operations (1,587 ) (118 ) (1,705 ) Loss before income tax expense (1,606 ) (118 ) (1,725 ) Net loss and comprehensive loss $ (1,647 ) $ (118 ) $ (1,765 ) Loss per share: Basic and diluted loss per share $ (0.13 ) $ (0.01 ) $ (0.14 ) The revenue and deferred cost adjustments are due to the change in method of recognizing franchise and regional developer fees. See Note 2, Revenue Disclosures In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 January 1, 2018 $21,843 March 31, 2017, three March 31, 2017. 1. Restricted Cash’ Additional new accounting guidance became effective for the Company effective January 1, 2018 not no Newly Issued Accounting Standards Not In February 2016, No. 2016 02, Leases (Topic 842 12 first 2019. While the Company is still in the process of evaluating the impact of the new guidance on its consolidated financial statements and disclosures, the Company expects adoption of the new guidance will have a material impact on its Consolidated Balance Sheets due to recognition of the right-of-use asset and lease liability related to its operating leases. While the new guidance is also expected to impact the measurement and presentation of elements of expenses and cash flows related to leasing arrangements, the Company does not not The Company reviewed other newly issued accounting pronouncements and concluded that they either are not no |
Note 2 - Revenue Disclosures
Note 2 - Revenue Disclosures | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 2: Company-owned or Managed Clinics The Company earns revenues from clinics that it owns and operates or manages throughout the United States. In those states where the Company owns and operates the clinic, revenues are recognized when services are performed. The Company offers a variety of membership and wellness packages which feature discounted pricing as compared with its single-visit pricing. Amounts collected in advance for membership and wellness packages are recorded as deferred revenue and recognized when the service is performed. In other states where state law requires the chiropractic practice to be owned by a licensed chiropractor, the Company enters into a management agreement with the doctor’s PC. Under the management agreement, the Company provides administrative and business management services to the doctor’s PC in return for a monthly management fee. Due to certain implicit variable consideration in these management agreement contracts, and based on past practices between the parties, the Company determined that it cannot meet the probable threshold if it includes all of the variable consideration in the transaction price. Therefore, the Company recognizes revenue under these contracts only when it has a high degree of confidence that revenue will not Franchising Fees, Royalty Fees, Advertising Fund Revenue, and Software Fees The Company currently franchises its concept across 29 not not The transaction price in a standard franchise arrangement primarily consists of (a) initial franchise fees; (b) continuing franchise fees (royalties); (c) advertising fees; and (d) software fees. Since the Company considers the licensing of the franchising right to be a single performance obligation, no The Company recognizes the primary components of the transaction price as follows: • Franchise fees are recognized as revenue ratably on a straight-line basis over the term of the franchise agreement commencing with the execution of the franchise agreement. As these fees are typically received in cash at or near the beginning of the franchise term, the cash received is initially recorded as a contract liability until recognized as revenue over time; • The Company is entitled to royalties and advertising fees based on a percentage of the franchisee's gross sales as defined in the franchise agreement. Royalty and advertising revenue is recognized when the franchisee's sales occur. Depending on timing within a fiscal period, the recognition of revenue results in either what is considered a contract asset (unbilled receivable) or, once billed, accounts receivable, on the balance sheet. • The Company is entitled to a monthly software fee, which is charged monthly. The Company recognizes revenue related to these software fees ratably on a straight-line basis over the term of the franchise agreement. In determining the amount and timing of revenue from contracts with customers, the Company exercises significant judgment with respect to collectability of the amount; however, the timing of recognition does not none not Prior to the adoption of ASC 606, 1, Nature of Operations and Summary of Significant Accounting Policies Under ASC 606, 606 may not Regional Developer Fees The Company currently utilizes eighteen not not The transaction price in a standard regional developer arrangement primarily consists of the initial territory fees. The Company recognizes the regional developer fee as revenue ratably on a straight-line basis over the term of the regional developer agreement commencing with the execution of the regional developer agreement. As these fees are typically received in cash at or near the beginning of the term of the regional developer agreement, the cash received is initially recorded as a contract liability until recognized as revenue over time. Disaggregation of Revenue The Company believes that the captions contained on the condensed consolidated statements of operations appropriately reflect the disaggregation of its revenue by major type for the three March 31, 2018 2017. Rollforward of Contract Liabilities and Contract Assets Changes in the Company's contract liability for deferred franchise and regional development fees during the three March 31, 2018 Deferred Revenue Balance at December 31, 2017 $ 11,554 Recognized as revenue during the three months ended March 31, 2018 (483 ) Fees received and deferred during the three months ended March 31, 2018 518 Balance at March 31, 2018 $ 11,589 Changes in the Company's contract assets for deferred franchise costs during the three March 31, 2018 Deferred Balance at December 31, 2017 $ 2,811 Recognized as cost of revenue during the three months ended March 31, 2018 (126 ) Costs incurred and deferred during the three months ended March 31, 2018 260 Balance at March 31, 2018 $ 2,945 The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of March 31, 2018 Contract liabilities expected to be recognized in Amount 2018 (remaining) $ 1,497 2019 1,987 2020 1,988 2021 1,863 2022 1,432 Thereafter 2,822 Total $ 11,589 |
Note 3 - Restricted Cash
Note 3 - Restricted Cash | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Restricted Cash [Text Block] | Note 3. The table below reconciles the cash and cash equivalents balance and restricted cash balances from our condensed consolidated balance sheet to the amount of cash reported on the condensed consolidated statement of cash flows: March 31, March 31, Cash and cash equivalents $ 4,033,730 $ 2,676,607 Restricted cash 134,189 312,551 Total cash, cash equivalents and restricted cash $ 4,167,919 $ 2,989,158 |
Note 4 - Notes Receivable
Note 4 - Notes Receivable | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 4: 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 net outstanding balances of the notes as of March 31, 2018 December 31, 2017 $482,395 $523,785, |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5: Property and equipment consists of the following: March 31, December 31, Office and computer equipment $ 1,170,334 $ 1,137,970 Leasehold improvements 5,162,883 5,117,379 Software developed 1,147,594 1,066,454 7,480,811 7,321,803 Accumulated depreciation (4,192,702 ) (3,928,349 ) 3,288,109 3,393,454 Construction in progress 431,350 407,012 $ 3,719,459 $ 3,800,466 Depreciation expense was $264,353 $403,131 three March 31, 2018 2017 |
Note 6 - Fair Value Considerati
Note 6 - Fair Value Consideration | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 6: 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 March 31, 2018 December 31, 2017, not 1, 2 3. |
Note 7 - Intangible Assets
Note 7 - Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 7: Intangible assets consist of the following: As of March 31, 2018 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,673,000 $ 719,757 $ 953,243 Customer relationships 701,000 694,417 6,583 Reacquired development rights 1,162,000 484,848 677,152 $ 3,536,000 $ 1,899,022 $ 1,636,978 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 Amortization expense was $123,064 $174,856 three March 31, 2018 2017, Estimated amortization expense for 2018 2018 (remainder) $ 316,525 2019 413,256 2020 413,256 2021 348,034 2022 133,693 Thereafter 12,214 Total $ 1,636,978 |
Note 8 - Debt
Note 8 - Debt | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 8: Notes Payable During 2015, 12 February 2017, $800,350 1.5% 5.25%. During 2016, two $186,000 4.25% May 2017. one Maturities of notes payable are as follows as of March 31, 2018: 2018 (remainder) $ 100,000 Total $ 100,000 Credit and Security Agreement On January 3, 2017, $5,000,000 10% $200,000. not $25,000. December 2019, March 31, 2018, $1,000,000 $5,000,000 |
Note 9 - Equity
Note 9 - Equity | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9: Stock Options In the three March 31, 2018, 60,000 $4.92 $6.85. Upon the completion of the Company’s IPO in November 2014, 10 The Company has computed the fair value of all options granted during the three March 31, 2018 2017, Three Months Ended March 31, 2018 2017 Expected volatility 42% - 43% 42% Expected dividends None None Expected term (years) 7 7 Risk-free rate 2.53% to 2.63% 2.10% to 2.14% Forfeiture rate 20 % 20% The information below summarizes the stock options activity: Number of Weighted Weighted Weighted Outstanding at December 31, 2016 953,075 $ 3.66 $ 1.86 6.9 Granted at market price 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 Granted at market price 60,000 5.89 Exercised (7,500 ) 3.11 Cancelled (2,605 ) 5.03 Outstanding at March 31, 2018 1,053,811 $ 4.29 $ 1.93 8.0 Exercisable at March 31, 2018 476,601 $ 4.77 $ 2.07 7.6 The intrinsic value of the Company’s stock options outstanding was $2,885,475 March 31, 2018. For the three March 31, 2018 2017, $139,172 $51,038, March 31, 2018 $867,997, 2.9 Restricted Stock The information below summaries the restricted stock activity: Restricted Stock Awards Shares Outstanding at December 31, 2017 63,700 Awards granted - Awards vested - Awards forfeited - Outstanding at March 31, 2018 63,700 For the three March 31, 2018 2017, $68,469 $44,027, March 31, 2018 $74,772, June 1, 2018. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 10: During the three March 31, 2018 2017, $63,000 $41,000, |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 11: The Company entered into consulting and legal agreements with certain common stockholders related to services performed for the operations and transaction related activities of the Company. Amounts paid to or for the benefit of these stockholders was approximately $48,000 $52,000 three March 31, 2018 2017, |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 12: Operating Leases The Company leases its corporate office space and the space for each of the company-owned or managed clinics in the portfolio. Total rent expense for the three March 31, 2018 2017 $685,677 $744,295, Future minimum annual lease payments are as follows: 2018 (remainder) $ 1,904,467 2019 2,354,982 2020 2,105,402 2021 1,991,650 2022 1,879,686 Thereafter 3,253,292 Total $ 13,489,479 |
Note 13 - Segment Reporting
Note 13 - Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 13: An operating segment is defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”) to evaluate performance and make operating decisions. The Company has identified its CODM as the Chief Executive Officer. The Company has two March 31, 2018, 47 March 31, 2018, 359 two The tables below present financial information for the Company’s two Three Months Ended 2018 2017 Revenues: (as adjusted) Corporate clinics $ 3,257 $ 2,497 Franchise operations 3,841 3,010 Total revenues $ 7,098 $ 5,507 Segment operating (loss) income: Corporate clinics $ 111 $ (1,017 ) Franchise operations 1,815 1,233 Total segment operating (loss) income $ 1,926 $ 216 Depreciation and amortization: Corporate clinics $ 303 $ 444 Franchise operations - - Corporate administration 84 134 Total depreciation and amortization $ 387 $ 578 Reconciliation of total segment operating income (loss) to consolidated earnings (loss) before income taxes (in thousands): Total segment operating (loss) income $ 1,926 $ 216 Unallocated corporate (2,365 ) (1,921 ) Consolidated loss from operations (439 ) (1,705 ) Other (expense) income, net (11 ) (19 ) Loss before income tax expense $ (450 ) $ (1,725 ) March 31, December 31, Segment assets: ( as adjusted) Corporate clinics $ 8,695 $ 8,998 Franchise operations 3,938 3,876 Total segment assets $ 12,633 $ 12,874 Unallocated cash and cash equivalents and restricted cash $ 4,168 $ 4,320 Unallocated property and equipment 777 765 Other unallocated assets 665 466 Total assets $ 18,243 $ 18,425 “Unallocated cash and cash equivalents and restricted cash” relates primarily to corporate cash and cash equivalents and restricted cash (see Note 1 |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 14: On April 6, 2018, one second $100,000. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of The Joint Corp. and its wholly owned subsidiary, The Joint Corporate Unit No. 1, All significant intercompany accounts and transactions between The Joint Corp. and its subsidiary have been eliminated in consolidation. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss Net loss and comprehensive loss are the same for the three March 31, 2018 2017. |
Nature of Operations Policy [Policy Text Block] | Nature of Operations The Joint, a Delaware corporation, was formed on March 10, 2010 The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed clinics for the three March 31, 2018 2017: Three Months Ended Franchised clinics: 2018 2017 Clinics in operation at beginning of period 352 309 Opened or Purchased during the period 7 18 Acquired during the period - - Closed during the period - (1 ) Clinics in operation at the end of the period 359 326 Three Months Ended Company-owned or managed clinics: 2018 2017 Clinics in operation at beginning of period 47 61 Opened during the period - - Acquired during the period - - Closed or sold during the period - (14 ) Clinics in operation at the end of the period 47 47 Total clinics in operation at the end of the period 406 373 Clinics licenses sold but not yet developed 114 107 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 such PCs under which the Company provides, on an exclusive basis, all non-clinical services of the chiropractic practice. The Company has analyzed its relationship with the PCs and has determined that the Company does not 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 March 31, 2018 December 31, 2017. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Restricted cash relates to cash that franchisees and company-owned or managed clinics contribute to the Company’s National Marketing Fund and cash that franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed by franchisees to the National Marketing Fund is to be used in accordance with the Company’s Franchise Disclosure Document with a focus on regional and national marketing and advertising. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk From time to time, the Company grants credit in the normal course of business to franchisees and PCs related to the collection of royalties and other operating revenues. The Company periodically performs credit analysis and monitors the financial condition of the franchisees and PCs to reduce credit risk. As of March 31, 2018, one one 7% December 31, 2017, one six 13% not 10% three March 31, 2018 2017. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Accounts receivable represent amounts due from franchisees for initial franchise fees and royalty fees. The Company considers a reserve for doubtful accounts based on the creditworthiness of the 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. Actual losses ultimately could differ materially in the near term from the amounts estimated in determining the allowance. As of March 31, 2018 December 31, 2017, $0. |
Revenue Recognition, Services, Commissions [Policy Text Block] | Deferred Franchise Costs Deferred franchise costs represent commissions that are paid in conjunction with the sale of a franchise and are recognized as an expense when the respective revenue is recognized, which is generally over the term of the related franchise agreement. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost or for property acquired as part of franchise acquisitions at fair value at the date of closing. Depreciation is computed using the straight-line method over estimated useful lives of three seven Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. |
Internal Use Software, Policy [Policy Text Block] | Software Developed The Company capitalizes certain software development costs. These capitalized costs are primarily related to proprietary software used by clinics for operations and by the Company for the management of operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized as assets in progress until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Software developed is recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, generally five |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Intangible assets consist primarily of re-acquired franchise and regional developer rights and customer relationships. The Company amortizes the fair value of re-acquired franchise rights over the remaining contractual terms of the re-acquired franchise rights at the time of the acquisition, which range from six eight seven two |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired in the acquisitions completed in the years ended December 31, 2014 December 31, 2016. not first fourth not No three March 31, 2018 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 three March 31, 2018 2017. |
Advertising Fund, Policy [Policy Text Block] | Advertising Fund The Company has established an advertising fund for national/regional marketing and advertising of services offered by its clinics. The monthly marketing fee is 2% |
Cooperative Advertising Policy [Policy Text Block] | Co-Op Marketing Funds Some franchises have established regional Co-Ops for advertising within their local and regional markets. The Company maintains a custodial relationship under which the marketing funds collected are segregated and used for the purposes specified by the Co-Ops’ officers. The marketing funds are included in restricted cash on the Company’s condensed consolidated balance sheets. |
Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block] | Accounting for Costs Associated with Exit or Disposal Activities The Company recognizes a liability for the cost associated with an exit or disposal activity that is measured initially at its fair value in the period in which the liability is incurred. Costs to terminate an operating lease or other contracts are (a) costs to terminate the contract before the end of its term or (b) costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the entity 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, 2017 $ 299,400 Additions - Settlements - Net accretion (12,171 ) Lease exit liability at March 31, 2018 $ 287,229 |
Lessee, Leases [Policy Text Block] | Deferred Rent The Company leases office space for its corporate offices and company-owned or managed clinics under operating leases, which may |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company generates revenue primarily through its company-owned and managed clinics, royalties, franchise fees, advertising fund, and through IT related income and computer software fees. |
Revenues and Management Fees, Policy [Policy Text Block] | Revenues and Management Fees from Company Clinics. not |
Royalties, Policy [Policy Text Block] | Royalties and Advertising Fund Revenue. 7% 2% two |
Revenue Recognition, Services, Franchise Fees [Policy Text Block] | Franchise Fees. ten no no |
Regional Developer Fees, Policy [Policy Text Block] | Regional Developer Fees 2011, 2017, 3% |
IT Related Income And Software Fees, Policy [Policy Text Block] | Software Fees. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are expensed as incurred. Advertising expenses were $410,637 $286,415 three March 31, 2018 2017, |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company uses an estimated annual effective tax rate method in computing its interim tax provision. This effective tax rate is based on forecasted annual pre-tax income, permanent tax differences and statutory tax rates. 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% not March 31, 2018 December 31, 2017. The Tax Cuts and Jobs Act of 2017 “2017 December 22, 2017. 2017 35% 21%, one not 2017 2017 March 31, 2018. 2017 may |
Earnings Per Share, Policy [Policy Text Block] | Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock and stock options. Three Months Ended 2018 2017 (as adjusted) Net loss $ (386,904 ) $ (1,765,385 ) Weighted average common shares outstanding - basic 13,587,837 13,042,595 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 13,587,837 13,042,595 Basic and diluted loss per share $ (0.03 ) $ (0.14 ) The following table summarizes the potential shares of common stock that were excluded from diluted net loss per share, because the effect of including these potential shares was anti-dilutive: Three Months Ended 2018 2017 Unvested restricted stock 63,700 80,070 Stock options 1,053,811 916,915 Warrants 90,000 90,000 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for share-based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. The Company determines the estimated grant-date fair value of restricted shares using quoted market prices and the grant-date fair value of stock options using the Black-Scholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including the estimated fair value of underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. The Company recognizes compensation costs ratably over the period of service using the straight-line method. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for doubtful accounts, share-based compensation arrangements, fair value of stock options, useful lives and realizability of long-lived assets, classification of deferred revenue and deferred franchise costs, uncertain tax positions, realizability of deferred tax assets, impairment of goodwill and intangible assets and purchase price allocations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Accounting Standards Adopted Effective January 1, 2018 On January 1, 2018, 606 606” 606 not Adoption of ASC 606 THE JOINT CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS As of December 31, Adjustments due to ASC 606 adoption As of December 31, ASSETS (as reported) (as adjusted) Current assets: Deferred franchise costs - current portion $ 484 $ 14 $ 498 Total current assets 6,657 14 6,671 Deferred franchise costs, net of current portion 813 1,500 2,313 Total assets $ 16,910 $ 1,515 $ 18,425 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Deferred franchise revenue - current portion $ 1,686 $ 308 $ 1,994 Other current liabilities 49 24 73 Total current liabilities 4,967 332 5,299 Deferred revenue, net of current portion 4,693 4,867 9,560 Total liabilities 12,011 5,199 17,210 Stockholders' equity: Accumulated deficit (32,259 ) (3,684 ) (35,943 ) Total stockholders' equity 4,899 (3,684 ) 1,215 Total liabilities and stockholders' equity $ 16,910 $ 1,515 $ 18,425 The revenue and deferred cost adjustments are due to the change in method of recognizing franchise and regional developer fees. See Note 2, Revenue Disclosures Adoption of ASC 606 three March 31, 2017, THE JOINT CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2017 Adjustments due to ASC 606 adoption Three Months Ended March 31, 2017 (as reported) (as adjusted) Revenues: Franchise fees $ 450 $ (154 ) $ 296 Regional developer fees 77 (13 ) 64 Total revenues 5,674 (167 ) 5,507 Cost of revenues: Franchise cost of revenues 683 (48 ) 635 Total cost of revenues 742 (48 ) 694 Loss from operations (1,587 ) (118 ) (1,705 ) Loss before income tax expense (1,606 ) (118 ) (1,725 ) Net loss and comprehensive loss $ (1,647 ) $ (118 ) $ (1,765 ) Loss per share: Basic and diluted loss per share $ (0.13 ) $ (0.01 ) $ (0.14 ) The revenue and deferred cost adjustments are due to the change in method of recognizing franchise and regional developer fees. See Note 2, Revenue Disclosures In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 January 1, 2018 $21,843 March 31, 2017, three March 31, 2017. 1. Restricted Cash’ Additional new accounting guidance became effective for the Company effective January 1, 2018 not no Newly Issued Accounting Standards Not In February 2016, No. 2016 02, Leases (Topic 842 12 first 2019. While the Company is still in the process of evaluating the impact of the new guidance on its consolidated financial statements and disclosures, the Company expects adoption of the new guidance will have a material impact on its Consolidated Balance Sheets due to recognition of the right-of-use asset and lease liability related to its operating leases. While the new guidance is also expected to impact the measurement and presentation of elements of expenses and cash flows related to leasing arrangements, the Company does not not The Company reviewed other newly issued accounting pronouncements and concluded that they either are not no |
Note 1 - Nature of Operations22
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Franchisor Disclosure [Table Text Block] | Three Months Ended Franchised clinics: 2018 2017 Clinics in operation at beginning of period 352 309 Opened or Purchased during the period 7 18 Acquired during the period - - Closed during the period - (1 ) Clinics in operation at the end of the period 359 326 Three Months Ended Company-owned or managed clinics: 2018 2017 Clinics in operation at beginning of period 47 61 Opened during the period - - Acquired during the period - - Closed or sold during the period - (14 ) Clinics in operation at the end of the period 47 47 Total clinics in operation at the end of the period 406 373 Clinics licenses sold but not yet developed 114 107 Executed letters of intent for future clinic licenses 8 - |
Lease Exit Liability [Table Text Block] | Lease exit liability at December 31, 2017 $ 299,400 Additions - Settlements - Net accretion (12,171 ) Lease exit liability at March 31, 2018 $ 287,229 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended 2018 2017 (as adjusted) Net loss $ (386,904 ) $ (1,765,385 ) Weighted average common shares outstanding - basic 13,587,837 13,042,595 Effect of dilutive securities: Stock options - - Weighted average common shares outstanding - diluted 13,587,837 13,042,595 Basic and diluted loss per share $ (0.03 ) $ (0.14 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended 2018 2017 Unvested restricted stock 63,700 80,070 Stock options 1,053,811 916,915 Warrants 90,000 90,000 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | THE JOINT CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS As of December 31, Adjustments due to ASC 606 adoption As of December 31, ASSETS (as reported) (as adjusted) Current assets: Deferred franchise costs - current portion $ 484 $ 14 $ 498 Total current assets 6,657 14 6,671 Deferred franchise costs, net of current portion 813 1,500 2,313 Total assets $ 16,910 $ 1,515 $ 18,425 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Deferred franchise revenue - current portion $ 1,686 $ 308 $ 1,994 Other current liabilities 49 24 73 Total current liabilities 4,967 332 5,299 Deferred revenue, net of current portion 4,693 4,867 9,560 Total liabilities 12,011 5,199 17,210 Stockholders' equity: Accumulated deficit (32,259 ) (3,684 ) (35,943 ) Total stockholders' equity 4,899 (3,684 ) 1,215 Total liabilities and stockholders' equity $ 16,910 $ 1,515 $ 18,425 THE JOINT CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2017 Adjustments due to ASC 606 adoption Three Months Ended March 31, 2017 (as reported) (as adjusted) Revenues: Franchise fees $ 450 $ (154 ) $ 296 Regional developer fees 77 (13 ) 64 Total revenues 5,674 (167 ) 5,507 Cost of revenues: Franchise cost of revenues 683 (48 ) 635 Total cost of revenues 742 (48 ) 694 Loss from operations (1,587 ) (118 ) (1,705 ) Loss before income tax expense (1,606 ) (118 ) (1,725 ) Net loss and comprehensive loss $ (1,647 ) $ (118 ) $ (1,765 ) Loss per share: Basic and diluted loss per share $ (0.13 ) $ (0.01 ) $ (0.14 ) |
Note 2 - Revenue Disclosures (T
Note 2 - Revenue Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Contract with Customer, Asset and Liability [Table Text Block] | Deferred Revenue Balance at December 31, 2017 $ 11,554 Recognized as revenue during the three months ended March 31, 2018 (483 ) Fees received and deferred during the three months ended March 31, 2018 518 Balance at March 31, 2018 $ 11,589 Deferred Balance at December 31, 2017 $ 2,811 Recognized as cost of revenue during the three months ended March 31, 2018 (126 ) Costs incurred and deferred during the three months ended March 31, 2018 260 Balance at March 31, 2018 $ 2,945 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | Contract liabilities expected to be recognized in Amount 2018 (remaining) $ 1,497 2019 1,987 2020 1,988 2021 1,863 2022 1,432 Thereafter 2,822 Total $ 11,589 |
Note 3 - Restricted Cash (Table
Note 3 - Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash Balance [Table Text Block] | March 31, March 31, Cash and cash equivalents $ 4,033,730 $ 2,676,607 Restricted cash 134,189 312,551 Total cash, cash equivalents and restricted cash $ 4,167,919 $ 2,989,158 |
Note 5 - Property and Equipme25
Note 5 - Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | March 31, December 31, Office and computer equipment $ 1,170,334 $ 1,137,970 Leasehold improvements 5,162,883 5,117,379 Software developed 1,147,594 1,066,454 7,480,811 7,321,803 Accumulated depreciation (4,192,702 ) (3,928,349 ) 3,288,109 3,393,454 Construction in progress 431,350 407,012 $ 3,719,459 $ 3,800,466 |
Note 7 - Intangible Assets (Tab
Note 7 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | As of March 31, 2018 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,673,000 $ 719,757 $ 953,243 Customer relationships 701,000 694,417 6,583 Reacquired development rights 1,162,000 484,848 677,152 $ 3,536,000 $ 1,899,022 $ 1,636,978 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2018 (remainder) $ 316,525 2019 413,256 2020 413,256 2021 348,034 2022 133,693 Thereafter 12,214 Total $ 1,636,978 |
Note 8 - Debt (Tables)
Note 8 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2018 (remainder) $ 100,000 Total $ 100,000 |
Note 9 - Equity (Tables)
Note 9 - Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended March 31, 2018 2017 Expected volatility 42% - 43% 42% Expected dividends None None Expected term (years) 7 7 Risk-free rate 2.53% to 2.63% 2.10% to 2.14% Forfeiture rate 20 % 20% |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted Weighted Weighted Outstanding at December 31, 2016 953,075 $ 3.66 $ 1.86 6.9 Granted at market price 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 Granted at market price 60,000 5.89 Exercised (7,500 ) 3.11 Cancelled (2,605 ) 5.03 Outstanding at March 31, 2018 1,053,811 $ 4.29 $ 1.93 8.0 Exercisable at March 31, 2018 476,601 $ 4.77 $ 2.07 7.6 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Restricted Stock Awards Shares Outstanding at December 31, 2017 63,700 Awards granted - Awards vested - Awards forfeited - Outstanding at March 31, 2018 63,700 |
Note 12 - Commitments and Con29
Note 12 - Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2018 (remainder) $ 1,904,467 2019 2,354,982 2020 2,105,402 2021 1,991,650 2022 1,879,686 Thereafter 3,253,292 Total $ 13,489,479 |
Note 13 - Segment Reporting (Ta
Note 13 - Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended 2018 2017 Revenues: (as adjusted) Corporate clinics $ 3,257 $ 2,497 Franchise operations 3,841 3,010 Total revenues $ 7,098 $ 5,507 Segment operating (loss) income: Corporate clinics $ 111 $ (1,017 ) Franchise operations 1,815 1,233 Total segment operating (loss) income $ 1,926 $ 216 Depreciation and amortization: Corporate clinics $ 303 $ 444 Franchise operations - - Corporate administration 84 134 Total depreciation and amortization $ 387 $ 578 Reconciliation of total segment operating income (loss) to consolidated earnings (loss) before income taxes (in thousands): Total segment operating (loss) income $ 1,926 $ 216 Unallocated corporate (2,365 ) (1,921 ) Consolidated loss from operations (439 ) (1,705 ) Other (expense) income, net (11 ) (19 ) Loss before income tax expense $ (450 ) $ (1,725 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | March 31, December 31, Segment assets: ( as adjusted) Corporate clinics $ 8,695 $ 8,998 Franchise operations 3,938 3,876 Total segment assets $ 12,633 $ 12,874 Unallocated cash and cash equivalents and restricted cash $ 4,168 $ 4,320 Unallocated property and equipment 777 765 Other unallocated assets 665 466 Total assets $ 18,243 $ 18,425 |
Supplemental Disclosure of No31
Supplemental Disclosure of Non-cash Activity (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Taxes Paid | $ 0 | $ 5,875 | |
Interest Paid, Excluding Capitalized Interest, Operating Activities | 25,000 | $ 30,161 | |
Capital Expenditures Incurred but Not yet Paid | $ 0 | $ 50,474 |
Note 1 - Nature of Operations32
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018 | Dec. 31, 2017USD ($) | |
Cash Equivalents, at Carrying Value, Total | $ 0 | $ 0 | ||
Allowance for Doubtful Accounts Receivable, Ending Balance | 0 | $ 0 | ||
Impairment of Intangible Assets, Finite-lived | 0 | |||
Goodwill, Impairment Loss | 0 | $ 0 | ||
Impairment of Long-Lived Assets Held-for-use | $ 0 | 0 | ||
Franchise Monthly Marketing Fee Gross Sales Percentage | 2.00% | |||
Franchise Royalty Gross Sales Percentage | 7.00% | |||
Regional Developers Royalty Sales Generated by Franchises Percentage | 3.00% | |||
Advertising Expense | $ 410,637 | $ 286,415 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |||
The Three Months Ended March, 31 2017 [Member] | Reclassification of Restricted Cash in to Cash, Cash Equivalents and Restricted Cash [Member] | ||||
Prior Period Reclassification Adjustment | $ 21,843 | |||
Scenario, Forecast [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Computer Software, Intangible Asset [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Development Rights [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||
Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Minimum [Member] | Franchise Rights [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 6 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life | 7 years | |||
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 | 1 | ||
Number of Franchises | 1 | 6 | ||
Concentration Risk, Percentage | 13.00% | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Number of Major Customers | 0 | 0 |
Note 1 - Nature of Operations33
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Clinics in Operation Under Franchise Agreements or Company-owned or Managed (Details) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Clinics in operation at beginning of period | 47 | 61 | ||
Clinics in operation at the end of the period | 406 | 373 | ||
Number of Stores | 47 | 61 | 406 | 373 |
Clinics licenses sold but not yet developed | 114 | 107 | ||
Executed letters of intent for future clinic licenses | 8 | |||
Franchised Units [Member] | ||||
Clinics in operation at beginning of period | 352 | 309 | ||
Opened or Purchased during the period | 7 | 18 | ||
Acquired during the period | ||||
Closed during the period | (1) | |||
Clinics in operation at the end of the period | 359 | 326 | ||
Number of Stores | 352 | 309 | 359 | 326 |
Entity Operated Units [Member] | ||||
Opened or Purchased during the period | ||||
Acquired during the period | ||||
Closed during the period | (14) | |||
Clinics in operation at the end of the period | 47 | 47 | ||
Number of Stores | 47 | 47 | 47 | 47 |
Note 1 - Nature of Operations34
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Lease Exit Liability (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Lease exit liability at December 31, 2017 | $ 299,400 |
Additions | |
Settlements | |
Net accretion | (12,171) |
Lease exit liability at March 31, 2018 | $ 287,229 |
Note 1 - Nature of Operations35
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Earnings (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net loss | $ (386,904) | $ (1,765,385) |
Weighted average common shares outstanding - basic (in shares) | 13,587,837 | 13,042,595 |
Effect of dilutive securities: | ||
Stock options (in shares) | ||
Weighted average common shares outstanding - diluted (in shares) | 13,587,837 | 13,042,595 |
Basic and diluted loss per share (in dollars per share) | $ (0.03) | $ (0.14) |
Note 1 - Nature of Operations36
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Potential Shares of Common Stock Excluded from Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restricted Stock [Member] | ||
Anti-dilutive Securities (in shares) | 63,700 | 80,070 |
Employee Stock Option [Member] | ||
Anti-dilutive Securities (in shares) | 1,053,811 | 916,915 |
Warrant [Member] | ||
Anti-dilutive Securities (in shares) | 90,000 | 90,000 |
Note 1 - Nature of Operations37
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Impact of New Standard on Previously Reported Balance Sheet and Income Statement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Current assets: | |||
Deferred franchise costs - current portion | $ 498,000 | ||
Total current assets | $ 6,647,346 | 6,671,123 | |
Deferred franchise costs, net of current portion | 2,313,000 | ||
Total assets | 18,243,252 | 18,424,559 | |
Current liabilities: | |||
Deferred franchise revenue - current portion | 1,994,000 | ||
Other current liabilities | 388,354 | 72,534 | |
Total current liabilities | 5,668,091 | 5,299,456 | |
Deferred revenue, net of current portion | 9,560,000 | ||
Total liabilities | 17,184,752 | 17,210,121 | |
Stockholders' equity: | |||
Accumulated deficit | (36,329,890) | (35,942,986) | |
Total stockholders' equity | 1,058,500 | 1,214,438 | |
Total liabilities and stockholders' equity | 18,243,252 | 18,424,559 | |
Revenues: | |||
Revenue from Contract with Customer | 7,097,915 | $ 5,507,147 | |
Cost of revenues: | |||
Total cost of revenues | 972,332 | 693,716 | |
Operating income (loss) | (439,065) | (1,705,311) | |
Loss before income tax expense | (450,259) | (1,724,776) | |
Net loss | $ (386,904) | $ (1,765,385) | |
Loss per share: | |||
Basic and diluted loss per share (in dollars per share) | $ (0.03) | $ (0.14) | |
Franchise [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | $ 348,337 | $ 295,540 | |
Cost of revenues: | |||
Franchise cost of revenues | 872,768 | 634,855 | |
Regional Developer Fees [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | $ 135,011 | 64,146 | |
Previously Reported [Member] | |||
Current assets: | |||
Deferred franchise costs - current portion | 484,000 | ||
Total current assets | 6,657,000 | ||
Deferred franchise costs, net of current portion | 813,000 | ||
Total assets | 16,910,000 | ||
Current liabilities: | |||
Deferred franchise revenue - current portion | 1,686,000 | ||
Other current liabilities | 49,000 | ||
Total current liabilities | 4,967,000 | ||
Deferred revenue, net of current portion | 4,693,000 | ||
Total liabilities | 12,011,000 | ||
Stockholders' equity: | |||
Accumulated deficit | (32,259,000) | ||
Total stockholders' equity | 4,899,000 | ||
Total liabilities and stockholders' equity | 16,910,000 | ||
Revenues: | |||
Revenue from Contract with Customer | 5,674,000 | ||
Cost of revenues: | |||
Total cost of revenues | 742,000 | ||
Operating income (loss) | (1,587,000) | ||
Loss before income tax expense | (1,606,000) | ||
Net loss | $ (1,647,000) | ||
Loss per share: | |||
Basic and diluted loss per share (in dollars per share) | $ (0.13) | ||
Previously Reported [Member] | Franchise [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | $ 450,000 | ||
Cost of revenues: | |||
Franchise cost of revenues | 683,000 | ||
Previously Reported [Member] | Regional Developer Fees [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | 77,000 | ||
Restatement Adjustment [Member] | Accounting Standards Update 2014-09 [Member] | |||
Current assets: | |||
Deferred franchise costs - current portion | 14,000 | ||
Total current assets | 14,000 | ||
Deferred franchise costs, net of current portion | 1,500,000 | ||
Total assets | 1,515,000 | ||
Current liabilities: | |||
Deferred franchise revenue - current portion | 308,000 | ||
Other current liabilities | 24,000 | ||
Total current liabilities | 332,000 | ||
Deferred revenue, net of current portion | 4,867,000 | ||
Total liabilities | 5,199,000 | ||
Stockholders' equity: | |||
Accumulated deficit | (3,684,000) | ||
Total stockholders' equity | (3,684,000) | ||
Total liabilities and stockholders' equity | $ 1,515,000 | ||
Revenues: | |||
Revenue from Contract with Customer | (167,000) | ||
Cost of revenues: | |||
Total cost of revenues | (48,000) | ||
Operating income (loss) | (118,000) | ||
Loss before income tax expense | (118,000) | ||
Net loss | $ (118,000) | ||
Loss per share: | |||
Basic and diluted loss per share (in dollars per share) | $ (0.01) | ||
Restatement Adjustment [Member] | Franchise [Member] | Accounting Standards Update 2014-09 [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | $ (154,000) | ||
Cost of revenues: | |||
Franchise cost of revenues | (48,000) | ||
Restatement Adjustment [Member] | Regional Developer Fees [Member] | Accounting Standards Update 2014-09 [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | $ (13,000) |
Note 2 - Revenue Disclosures (D
Note 2 - Revenue Disclosures (Details Textual) | Mar. 31, 2018 |
Number of States in which Entity Franchises | 29 |
Note 2 - Revenue Disclosures -
Note 2 - Revenue Disclosures - Changes in Contract Assets and Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Balance, contract liabilities | $ 11,554 |
Recognized as revenue during the three months ended March 31, 2018 | (483) |
Fees received and deferred during the three months ended March 31, 2018 | 518 |
Balance, contract liabilities | 11,589 |
Balance, contract assets | 2,811 |
Recognized as cost of revenue during the three months ended March 31, 2018 | (126) |
Costs incurred and deferred during the three months ended March 31, 2018 | 260 |
Balance, contract assets | $ 2,945 |
Note 2 - Revenue Disclosures 40
Note 2 - Revenue Disclosures - Revenue Related to Performance Obligations (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue expected to be recognized | $ 1,497 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue expected to be recognized | 1,987 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue expected to be recognized | 1,988 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue expected to be recognized | 1,863 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue expected to be recognized | 1,432 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue expected to be recognized | 2,822 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue expected to be recognized | $ 11,589 |
Note 3 - Restricted Cash - Reco
Note 3 - Restricted Cash - Reconciliation of Cash, Cash Equivalents and Restricted Cash Balance (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 4,033,730 | $ 4,216,221 | $ 2,676,607 | |
Restricted cash | 134,189 | 103,819 | 312,551 | |
Total cash, cash equivalents and restricted cash | $ 4,167,919 | $ 4,320,040 | $ 2,989,158 | $ 3,344,258 |
Note 4 - Notes Receivable (Deta
Note 4 - Notes Receivable (Details Textual) - USD ($) | Oct. 10, 2017 | Apr. 29, 2017 | Sep. 22, 2017 | Aug. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Company-owned Clinic [Member] | ||||||
Financing Receivable, Net, Total | $ 482,395 | $ 523,785 | ||||
Regional Developer Territory in Central Florida [Member] | ||||||
Regional Development Agreement | $ 320,000 | |||||
Regional Developer Territory in Central Florida [Member] | 10% Interest Bearing Promissory Note Maturing October 1, 2020 [Member] | ||||||
Financing Receivable, Net, Total | $ 187,000 | |||||
Notes Receivable, Interest Rate | 10.00% | |||||
Notes Receivable, Contractual Term | 3 years 180 days | |||||
Notes Receivable, Principal and Interest, Term | 3 years | |||||
Regional Developer Territory in Maryland/Washington DC [Member] | ||||||
Regional Development Agreement | $ 220,000 | |||||
Regional Developer Territory in Maryland/Washington DC [Member] | 10% Interest Bearing Promissory Note Maturing August 1, 2020 [Member] | ||||||
Financing Receivable, Net, Total | $ 117,475 | |||||
Notes Receivable, Interest Rate | 10.00% | |||||
Notes Receivable, Contractual Term | 3 years | |||||
Notes Receivable, Principal and Interest, Term | 3 years | |||||
Regional Developer Territory in Minnesota [Member] | ||||||
Regional Development Agreement | $ 228,293 | |||||
Regional Developer Territory in Minnesota [Member] | 10% Interest Bearing Promissory Note Maturing September 1, 2020 [Member] | ||||||
Financing Receivable, Net, Total | $ 119,147 | |||||
Notes Receivable, Interest Rate | 10.00% | |||||
Notes Receivable, Contractual Term | 3 years | |||||
Notes Receivable, Principal and Interest, Term | 3 years | |||||
Regional Developer Territories with Texas, Arkansas, and Oklahoma [Member] | ||||||
Regional Development Agreement | $ 170,000 | |||||
Regional Developer Territories with Texas, Arkansas, and Oklahoma [Member] | 10% Interest Bearing Promissory Note Maturing October 24, 2020 [Member] | ||||||
Financing Receivable, Net, Total | $ 135,688 | |||||
Notes Receivable, Interest Rate | 10.00% | |||||
Notes Receivable, Contractual Term | 3 years | |||||
Notes Receivable, Principal and Interest, Term | 3 years |
Note 5 - Property and Equipme43
Note 5 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Depreciation, Total | $ 264,353 | $ 403,131 |
Note 5 - Property and Equipme44
Note 5 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 7,480,811 | $ 7,321,803 |
Accumulated depreciation | (4,192,702) | (3,928,349) |
Property and equipment, net | 3,719,459 | 3,800,466 |
Construction in progress | 431,350 | 407,012 |
Office Equipment [Member] | ||
Property and equipment, gross | 1,170,334 | 1,137,970 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 5,162,883 | 5,117,379 |
Software Development [Member] | ||
Property and equipment, gross | 1,147,594 | 1,066,454 |
Property Plant and Equipment, Excluding Construction in Progress [Member] | ||
Property and equipment, net | $ 3,288,109 | $ 3,393,454 |
Note 6 - Fair Value Considera45
Note 6 - Fair Value Consideration (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Financial Instruments, Owned, at Fair Value, Total | $ 0 | $ 0 |
Note 7 - Intangible Assets (Det
Note 7 - Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Amortization of Intangible Assets, Total | $ 123,064 | $ 174,856 |
Note 7 - Intangible Assets - In
Note 7 - Intangible Assets - Intangible Assets Acquired (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Gross Carrying Amount | $ 3,536,000 | $ 3,536,000 |
Accumulated Amortization | 1,899,022 | 1,775,958 |
Net Carrying Value | 1,636,978 | 1,760,042 |
Franchise Rights [Member] | ||
Gross Carrying Amount | 1,673,000 | 1,673,000 |
Accumulated Amortization | 719,757 | 657,943 |
Net Carrying Value | 953,243 | 1,015,057 |
Customer Relationships [Member] | ||
Gross Carrying Amount | 701,000 | 701,000 |
Accumulated Amortization | 694,417 | 674,667 |
Net Carrying Value | 6,583 | 26,333 |
Development Rights [Member] | ||
Gross Carrying Amount | 1,162,000 | 1,162,000 |
Accumulated Amortization | 484,848 | 443,348 |
Net Carrying Value | $ 677,152 | $ 718,652 |
Note 7 - Intangible Assets - Es
Note 7 - Intangible Assets - Estimated Amortization Expense (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
2018 (remainder) | $ 316,525 | |
2,019 | 413,256 | |
2,020 | 413,256 | |
2,021 | 348,034 | |
2,022 | 133,693 | |
Thereafter | 12,214 | |
Total | $ 1,636,978 | $ 1,760,042 |
Note 8 - Debt (Details Textual)
Note 8 - Debt (Details Textual) | Jan. 03, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2018USD ($) |
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, Total | $ 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 8 - Debt - Maturities of N
Note 8 - Debt - Maturities of Notes Payable (Details) | Mar. 31, 2018USD ($) |
2018 (remainder) | $ 100,000 |
Total | $ 100,000 |
Note 9 - Equity (Details Textua
Note 9 - Equity (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,885,475 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | 295,286 | |
Allocated Share-based Compensation Expense, Total | $ 139,172 | $ 51,038 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 867,997 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 328 days | ||
Restricted Stock [Member] | |||
Allocated Share-based Compensation Expense, Total | $ 68,469 | $ 44,027 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 74,772 | ||
Minimum [Member] | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ 4.92 | ||
Maximum [Member] | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ 6.85 |
Note 9 - Equity - Fair Value As
Note 9 - Equity - Fair Value Assumptions of Options Granted (Details) - Employee Stock Option [Member] | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Expected volatility | 42.00% | |
Expected dividends | 0.00% | 0.00% |
Expected term (years) (Year) | 7 years | 7 years |
Forfeiture rate | 20.00% | 20.00% |
Minimum [Member] | ||
Expected volatility | 42.00% | |
Risk-free rate | 2.53% | 2.10% |
Maximum [Member] | ||
Expected volatility | 43.00% | |
Risk-free rate | 2.63% | 2.14% |
Note 9 - Equity - Stock Options
Note 9 - Equity - Stock Options Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Granted at Market Price, Number of Shares (in shares) | 60,000 | ||
Employee Stock Option [Member] | |||
Outstanding, Number of Shares (in shares) | 1,003,916 | 953,075 | |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.18 | $ 3.66 | |
Outstanding, Weighted Average Fair Value (in dollars per share) | $ 1.93 | $ 1.87 | $ 1.86 |
Outstanding, Weighted Average Remaining Contractual Life (Year) | 8 years | 8 years 36 days | 6 years 328 days |
Granted at Market Price, Number of Shares (in shares) | 60,000 | 295,286 | |
Granted at Market Price, Weighted Average Exercise Price (in dollars per share) | $ 5.89 | $ 4.31 | |
Exercised, Number of Shares (in shares) | (7,500) | (206,875) | |
Exercised, Weighted Average Exercise Price (in dollars per share) | $ 3.11 | $ 1.76 | |
Cancelled, Number of Shares (in shares) | (2,605) | (37,570) | |
Cancelled, Weighted Average Exercise Price (in dollars per share) | $ 5.03 | $ 5.11 | |
Outstanding, Number of Shares (in shares) | 1,053,811 | 1,003,916 | 953,075 |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.29 | $ 4.18 | $ 3.66 |
Exercisable, Number of Shares (in shares) | 476,601 | ||
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.77 | ||
Exercisable, Weighted Average Fair Value (in dollars per share) | $ 2.07 | ||
Exercisable, Weighted Average Remaining Contractual Life (Year) | 7 years 219 days |
Note 9 - Equity - Restricted St
Note 9 - Equity - Restricted Stock Activity (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2018shares | |
Unvested (in shares) | 63,700 |
Awards granted (in shares) | |
Awards vested (in shares) | |
Awards forfeited (in shares) | |
Unvested (in shares) | 63,700 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Expense (Benefit), Total | $ (63,355) | $ 40,609 |
Note 11 - Related Party Trans56
Note 11 - Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Shareholder [Member] | ||
Related Party Transaction, Amounts of Transaction | $ 48,000 | $ 52,000 |
Note 12 - Commitments and Con57
Note 12 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Leases, Rent Expense, Net, Total | $ 685,677 | $ 744,295 |
Note 12 - Commitments and Con58
Note 12 - Commitments and Contingencies - Summary of Future Minimum Rental Payments for Operating Leases (Details) | Mar. 31, 2018USD ($) |
2018 (remainder) | $ 1,904,467 |
2,019 | 2,354,982 |
2,020 | 2,105,402 |
2,021 | 1,991,650 |
2,022 | 1,879,686 |
Thereafter | 3,253,292 |
Total | $ 13,489,479 |
Note 13 - Segment Reporting (De
Note 13 - Segment Reporting (Details Textual) | 3 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Number of Operating Segments | 2 | |||
Number of Stores | 406 | 47 | 373 | 61 |
Corporate Clinics [Member] | ||||
Number of Stores | 47 | |||
Franchise Operations [Member] | ||||
Number of Stores | 359 |
Note 13 - Segment Reporting - S
Note 13 - Segment Reporting - Segment Reporting Financial Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | $ 7,098,000 | $ 5,507,000 |
Operating income (loss) | (439,065) | (1,705,311) |
Depreciation and amortization | 387,417 | 577,987 |
Operating income (loss) | (439,065) | (1,705,311) |
Other (expense) income, net | (11,194) | (19,465) |
Loss before income tax expense | (450,259) | (1,724,776) |
Operating Segments [Member] | ||
Operating income (loss) | 1,926,000 | 216,000 |
Operating income (loss) | 1,926,000 | 216,000 |
Corporate, Non-Segment [Member] | ||
Operating income (loss) | (2,365,000) | (1,921,000) |
Operating income (loss) | (2,365,000) | (1,921,000) |
Corporate Clinics [Member] | ||
Revenues | 3,257,000 | 2,497,000 |
Operating income (loss) | 111,000 | (1,017,000) |
Depreciation and amortization | 303,000 | 444,000 |
Operating income (loss) | 111,000 | (1,017,000) |
Franchise Operations [Member] | ||
Revenues | 3,841,000 | 3,010,000 |
Operating income (loss) | 1,815,000 | 1,233,000 |
Depreciation and amortization | ||
Operating income (loss) | 1,815,000 | 1,233,000 |
Corporate Segment [Member] | ||
Depreciation and amortization | $ 84,000 | $ 134,000 |
Note 13 - Segment Reporting -61
Note 13 - Segment Reporting - Segment Reporting Information, Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 |
Total assets | $ 18,243,252 | $ 18,424,559 | |
Unallocated cash and cash equivalents and restricted cash | 4,033,730 | 4,216,221 | $ 2,676,607 |
Unallocated property and equipment | 3,719,459 | 3,800,466 | |
Operating Segments [Member] | |||
Total assets | 12,633,000 | 12,874,000 | |
Unallocated cash and cash equivalents and restricted cash | 4,168,000 | 4,320,000 | |
Unallocated property and equipment | 777,000 | 765,000 | |
Other unallocated assets | 665,000 | 466,000 | |
Corporate Clinics [Member] | |||
Total assets | 8,695,000 | 8,998,000 | |
Franchise Operations [Member] | |||
Total assets | $ 3,938,000 | $ 3,876,000 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details Textual) | Apr. 06, 2018USD ($) |
Assets and Franchise Agreement [Member] | Subsequent Event [Member] | |
Business Combination, Consideration Transferred, Total | $ 100,000 |