Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 01, 2019 | Jun. 30, 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 | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Common Stock, Shares Outstanding (in shares) | 13,742,530 | ||
Entity Public Float | $ 108.6 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 8,716,874 | $ 4,216,221 |
Restricted cash | 138,078 | 103,819 |
Accounts receivable, net | 1,213,707 | 1,138,380 |
Income taxes receivable | 268 | |
Notes receivable - current portion | 149,349 | 171,928 |
Deferred franchise costs - current portion | 611,047 | 498,433 |
Prepaid expenses and other current assets | 882,022 | 542,342 |
Total current assets | 11,711,345 | 6,671,123 |
Property and equipment, net | 3,658,008 | 3,800,466 |
Notes receivable, net of current portion | 128,723 | 351,857 |
Deferred franchise costs, net of current portion | 2,878,163 | 2,312,837 |
Intangible assets, net | 1,634,060 | 1,760,042 |
Goodwill | 2,916,426 | 2,916,426 |
Deposits and other assets | 599,627 | 623,308 |
Total assets | 23,526,352 | 18,436,059 |
Current liabilities: | ||
Accounts payable | 1,253,274 | 1,068,669 |
Accrued expenses | 266,322 | 86,959 |
Co-op funds liability | 104,057 | 89,681 |
Payroll liabilities | 2,035,658 | 867,430 |
Notes payable - current portion | 1,100,000 | 100,000 |
Deferred rent - current portion | 136,550 | 152,198 |
Deferred franchise revenue - current portion | 2,370,241 | 1,994,182 |
Deferred revenue from company clinics | 994,493 | 867,804 |
Other current liabilities | 477,528 | 152,534 |
Total current liabilities | 8,738,123 | 5,379,457 |
Notes payable, net of current portion | 1,000,000 | |
Deferred rent, net of current portion | 721,730 | 802,492 |
Deferred franchise revenue, net of current portion | 11,239,221 | 9,552,746 |
Deferred tax liability | 76,672 | 136,434 |
Other liabilities | 389,362 | 411,497 |
Total liabilities | 21,165,108 | 17,282,626 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 issued and outstanding, as of December 31, 2018 and 2017 | ||
Common stock, $0.001 par value; 20,000,000 shares authorized, 13,757,200 shares issued and 13,742,530 shares outstanding as of December 31, 2018 and 13,600,338 shares issued and 13,586,254 outstanding as of December 31, 2017 | 13,757 | 13,600 |
Additional paid-in capital | 38,189,251 | 37,229,869 |
Treasury stock 14,670 shares as of December 31, 2018 and 14,084 shares as of December 31, 2017, at cost | (90,856) | (86,045) |
Accumulated deficit | (35,750,908) | (36,003,991) |
Total stockholders' equity | 2,361,244 | 1,153,433 |
Total liabilities and stockholders' equity | $ 23,526,352 | $ 18,436,059 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 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) | 13,757,200 | 13,600,338 |
Common stock, shares outstanding (in shares) | 3,742,530 | 13,586,254 |
Treasury stock, shares (in shares) | 14,670 | 14,084 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Revenue from Contract with Customer | $ 31,789,249 | $ 24,918,868 |
Cost of revenues: | ||
Total cost of revenues | 4,310,249 | 3,224,238 |
Selling and marketing expenses | 4,819,555 | 4,473,881 |
Depreciation and amortization | 1,556,240 | 2,017,323 |
General and administrative expenses | 20,304,131 | 18,117,532 |
Total selling, general and administrative expenses | 26,679,926 | 24,608,736 |
Loss on disposition or impairment | 593,960 | 417,971 |
Income (loss) from operations | 205,114 | (3,332,077) |
Other income (expense): | ||
Bargain purchase gain | 58,006 | |
Other income (expense), net | (47,765) | (64,455) |
Total other income (expense) | 10,241 | (64,455) |
Income (loss) before income tax expense | 215,355 | (3,396,532) |
Income tax benefit (expense) | 37,728 | (35,880) |
Net income (loss) and comprehensive income (loss) | $ 253,083 | $ (3,432,412) |
Loss per share: | ||
Basic earnings (loss) per share (in dollars per share) | $ 0.02 | $ (0.26) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.02 | $ (0.26) |
Basic weighted average shares (in shares) | 13,669,107 | 13,245,119 |
Diluted weighted average shares (in shares) | 14,031,717 | 13,245,119 |
Revenues and Management Fees from Company Clinics [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | $ 14,672,865 | $ 11,125,115 |
Royalty [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 10,141,036 | 7,722,856 |
Franchise [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 1,688,039 | 1,381,784 |
Cost of revenues: | ||
Cost of Goods and Services Sold | 3,956,530 | 2,908,841 |
Advertising [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 2,862,244 | 2,753,776 |
Technology Service [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 1,290,135 | 1,137,363 |
Cost of revenues: | ||
Cost of Goods and Services Sold | 353,719 | 315,397 |
Regional Developer Fees [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | 599,370 | 399,045 |
Product and Service, Other [Member] | ||
Revenues: | ||
Revenue from Contract with Customer | $ 535,560 | $ 398,929 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balances, December 31, 2016 (in shares) at Dec. 31, 2016 | 13,317,393 | 296,504 | |||
Balances, December 31, 2016 at Dec. 31, 2016 | $ 13,317 | $ 36,398,588 | $ (503,118) | $ (28,983,374) | $ 6,925,413 |
Cumulative effect of change in accounting principle - revenue | (3,588,205) | (3,588,205) | |||
Stock-based compensation expense | 594,371 | 594,371 | |||
Issuance of vested restricted stock (in shares) | 76,070 | ||||
Issuance of vested restricted stock | $ 76 | (76) | |||
Purchases of treasury stock under employee stock plans | $ (2,655) | (2,655) | |||
Purchases of treasury stock under employee stock plans (in shares) | 708 | ||||
Sale of treasury stock | (127,057) | $ 419,728 | 292,671 | ||
Sale of treasury stock (in shares) | (283,128) | ||||
Exercise of stock options (in shares) | 206,875 | ||||
Exercise of stock options | $ 207 | 364,043 | 364,250 | ||
Net loss and comprehensive loss | (3,432,412) | (3,432,412) | |||
Balance (in shares) at Dec. 31, 2017 | 13,600,338 | 14,084 | |||
Balance at Dec. 31, 2017 | $ 13,600 | 37,229,869 | $ (86,045) | (36,003,991) | 1,153,433 |
Stock-based compensation expense | 628,430 | 628,430 | |||
Issuance of vested restricted stock (in shares) | 61,700 | ||||
Issuance of vested restricted stock | $ 62 | (62) | |||
Purchases of treasury stock under employee stock plans | $ (4,811) | (4,811) | |||
Purchases of treasury stock under employee stock plans (in shares) | 586 | ||||
Exercise of stock options (in shares) | 95,162 | ||||
Exercise of stock options | $ 95 | 331,014 | 331,109 | ||
Net loss and comprehensive loss | 253,083 | 253,083 | |||
Balance (in shares) at Dec. 31, 2018 | 13,757,200 | 14,670 | |||
Balance at Dec. 31, 2018 | $ 13,757 | $ 38,189,251 | $ (90,856) | $ (35,750,908) | $ 2,361,244 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss and comprehensive loss | $ 253,083 | $ (3,432,412) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,556,240 | 2,017,323 |
Loss (gain) on sale of property and equipment | 974 | (14,525) |
Loss on disposition or impairment of assets | 593,960 | 417,971 |
Net franchise fees recognized upon termination of franchise agreements | (227,950) | (73,665) |
Adjustment to deferred revenue from previous acquisitions | 133,943 | |
Recovery of bad debts | (40,000) | |
Bargain purchase gain | (58,006) | |
Deferred income taxes | (77,020) | 15,734 |
Stock based compensation expense | 628,430 | 594,371 |
Changes in operating assets and liabilties: | ||
Accounts receivable | (75,327) | (124,108) |
Income taxes receivable | (268) | 42,014 |
Prepaid expenses and other current assets | (339,680) | (42,817) |
Deferred franchise costs | (802,990) | 193,263 |
Deposits and other assets | 38,983 | 77,927 |
Accounts payable | 63,567 | (36,752) |
Accrued expenses | 177,768 | (213,038) |
Co-op funds liability | 14,376 | 16,435 |
Payroll liabilities | 1,168,228 | 117,009 |
Other liabilities | 52,155 | (635,461) |
Deferred rent | (96,410) | (410,964) |
Deferred revenue | 2,582,155 | 1,323,621 |
Net cash provided by (used in) operating activities | 5,452,268 | (74,131) |
Cash flows from investing activities: | ||
Acquisition of business, net of cash acquired | (100,000) | |
Purchase of property and equipment | (1,111,117) | (449,204) |
Reacquisition and termination of regional developer rights | (278,250) | |
Payments received on notes receivable | 245,713 | 76,351 |
Net cash used in investing activities | (1,243,654) | (372,853) |
Cash flows from financing activities: | ||
Borrowings on revolving credit note payable | 1,000,000 | |
Purchases of treasury stock under employee stock plans | (4,811) | (2,655) |
Proceeds from sale of treasury stock | 292,671 | |
Proceeds from exercise of stock options | 331,109 | 364,250 |
Repayments on notes payable | (231,500) | |
Net cash provided by financing activities | 326,298 | 1,422,766 |
Increase in cash | 4,534,912 | 975,782 |
Cash and restricted cash, beginning of period | 4,320,040 | 3,344,258 |
Cash and restricted cash, end of period | $ 8,854,952 | $ 4,320,040 |
Supplemental Disclosure of Non-
Supplemental Disclosure of Non-cash Activity | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | During the years ended December 31, 2018 2017, $29,522 $29,315, December 31, 2018 2017, $100,000 $108,016, Supplemental disclosure of non-cash activity: As of December 31, 2018, $121,038 $1,595 December 31, 2017, $50,474 In connection with our acquisitions of franchises during the year ended December 31, 2018, $17,964 $129,000, $15,302, $100,000 $12,998, 2 In connection with our reacquisition and termination of regional developer rights during the year ended December 31, 2018, $26,934 8 In connection with the sale of the regional developer territories in Central Florida, Maryland/Washington DC, Minnesota, Texas, Oklahoma and Arkansas, the Company issued notes receivable in the amount of $559,310 $14,967 December 31, 2017. During December 2017, $166,088. |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1: Nature of Operations and Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of The Joint Corp. and its wholly-owned subsidiary, The Joint Corporate Unit No. 1, All significant intercompany accounts and transactions between The Joint Corp. and its subsidiary have been eliminated in consolidation. Comprehensive Income (Loss) Net income (loss) and comprehensive income (loss) are the same for the years ended December 31, 2018 2017. Nature of Operations The Joint Corp., a Delaware corporation, was formed on March 10, 2010. The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed for the years ended December 31, 2018 2017: Year Ended Franchised clinics: 2018 2017 Clinics open at beginning of period 352 309 Opened or Purchased during the period 47 41 Acquired or sold during the period (1 ) 6 Closed during the period (4 ) (4 ) Clinics in operation at the end of the period 394 352 Year Ended Company-owned or managed clinics: 2018 2017 Clinics open at beginning of period 47 61 Opened during the period – – Acquired during the period 1 – Closed or Sold during the period – (14 ) Clinics in operation at the end of the period 48 47 Total clinics in operation at the end of the period 442 399 Clinic licenses sold but not yet developed 136 104 Executed letters of intent for future clinic licenses 19 8 Variable Interest Entities An entity deemed to hold the controlling interest in a voting interest entity or deemed to be the primary beneficiary of a variable interest entity (“VIE”) is required to consolidate the VIE in its financial statements. An entity is deemed to be the primary beneficiary of a VIE if it has both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb the majority of losses of the VIE or the right to receive the majority of benefits from the VIE. Investments where the Company does not not Certain states, in which the Company manages clinics, regulate the practice of chiropractic care and require that chiropractic services be provided by legal entities organized under state laws as professional corporations or PCs. Such PCs are VIEs. In these states, the Company has entered into management services agreements with PCs under which the Company provides, on an exclusive basis, all non-clinical services of the chiropractic practice. If the Company were to consolidate such PCs, the result would be an increase in its revenues and management fees from company clinics of $4.9 $4.5 December 31, 2018 2017, no Cash The Company considers all highly liquid instruments purchased with an original maturity of three no December 31, 2018 2017. Restricted Cash Restricted cash relates to cash franchisees and corporate clinics contribute to the Company’s National Marketing Fund and cash franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed by franchisees to the National Marketing Fund is to be used in accordance with the Franchise Disclosure Document with a focus on regional and national marketing and advertising. 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 December 31, 2018, 2017, $0. December 31, 2017 $40,000 The Company writes off accounts receivable when it deems them uncollectible and records recoveries of accounts receivable previously written off when it receives them. In the year ended December 31, 2017, no $47,000 December 31, 2017. Deferred Franchise Costs Deferred franchise costs represent commissions that are direct and incremental to the Company and are paid in conjunction with the sale of a franchise. These costs 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. Capitalized Software The Company capitalizes certain software development costs. These capitalized costs are primarily related to 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 four 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 of franchises. Goodwill and intangible assets deemed to have indefinite lives are not first fourth not No December 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 $343,000 December 31, 2018. No December 31, 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 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. In the year ended December 31, 2017, eight $0.9 $0.4 Deferred Rent The Company leases office space for its corporate offices and company-owned and managed clinics under operating leases, which may Revenue Recognition The Company generates revenue 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 Software Fees. Regional Developer Fees 2011, 2017, 3% The Company entered into four December 31, 2018 ten December 31, 2017 $0.9 $2.1 Advertising Costs Advertising costs are expensed as incurred. Advertising expenses for years ended December 31, 2018 2017 $1,558,662 $1,397,076, Income Taxes Deferred income taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate principally to depreciation of property and equipment and treatment of revenue for franchise fees and regional developer fees collected. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertainty in income taxes by recognizing the tax benefit or expense from an uncertain tax position only if it is more likely than not 50% Earnings (Loss) per Common Share Basic earnings (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options. Year Ended 2018 2017 (as adjusted) Net income (loss) $ 253,083 $ (3,432,412 ) Weighted average common shares outstanding - basic 13,669,107 13,245,119 Effect of dilutive securities: Unvested restricted stock and stock options 362,609 – Weighted average common shares outstanding - diluted 14,031,717 13,245,119 Basic earnings (loss) per share $ 0.02 $ (0.26 ) Diluted earnings (loss) per share $ 0.02 $ (0.26 ) The following table summarizes the potential shares of common stock that were excluded from diluted earnings (loss) per share, because the effect of including these potential shares was anti-dilutive: Year Ended 2018 2017 Unvested restricted stock 24,180 63,700 Stock options 651,036 1,003,916 Warrants – 90,000 Stock-Based Compensation The Company accounts for share-based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. The Company determines the estimated grant-date fair value of restricted shares using quoted market prices and the grant-date fair value of stock options using the Black-Scholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including the estimated fair value of underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. The Company recognizes compensation costs ratably over the period of service using the straight-line method. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for doubtful accounts, share-based compensation arrangements, fair value of stock options, useful lives and realizability of long-lived assets, classification of deferred revenue and deferred franchise costs, lease exit liabilities, 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 CONSOLIDATED BALANCE SHEETS As of Adjustments Due As of 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 Deposits and other assets 612 12 623 Total assets $ 16,910 $ 1,526 $ 18,436 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Deferred franchise revenue - current portion $ 1,686 $ 308 $ 1,994 Other current liabilities 49 104 153 Total current liabilities 4,967 412 5,379 Deferred revenue, net of current portion 4,693 4,859 9,553 Total liabilities 12,011 5,271 17,283 Stockholders' equity: Accumulated deficit (32,259 ) (3,745 ) (36,004 ) Total stockholders' equity 4,899 (3,745 ) 1,153 Total liabilities and stockholders' equity $ 16,910 $ 1,526 $ 18,436 The revenue and deferred cost adjustments are due to the change in method of recognizing franchise and regional developer fees. See Note 3, Revenue Disclosures Adoption of ASC 606 December 31, 2017, THE JOINT CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended Adjustments Due Year Ended (as reported) (as adjusted) Revenues: Franchise fees $ 1,442 $ (61 ) $ 1,382 Regional developer fees 584 (185 ) 399 Total revenues 25,164 (245 ) 24,919 Cost of revenues: Franchise cost of revenues 2,997 (88 ) 2,909 Total cost of revenues 3,312 (88 ) 3,224 Loss from operations (3,175 ) (157 ) (3,332 ) Loss before income tax expense (3,239 ) (157 ) (3,397 ) Net loss and comprehensive loss $ (3,275 ) $ (157 ) $ (3,432 ) Loss per share: Basic and diluted loss per share $ (0.25 ) $ (0.01 ) $ (0.26 ) The revenue and deferred cost adjustments are due to the change in method of recognizing franchise and regional developer fees. See Note 3, Revenue Disclosures In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 January 1, 2018 December 31, 2017, December 31, 2017. 1. Restricted Cash’ In December 2017, No. 118, 118” not one 118 No. 2018 05, No. 118. 2017 September 30, 2018. 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 January 1, 2019, first 2019 not $10 11 13. not The Company reviewed other newly issued accounting pronouncements and concluded that they either are not no |
Note 2 - Acquisitions
Note 2 - Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 2: Acquisitions On April 6, 2018, one second $100,000, $12,998 $87,002. The Company incurred approximately $3,250 Purchase Price Allocation The following summarizes the aggregate estimated fair values of the assets acquired and liabilities assumed during 2018 Property and equipment $ 17,964 Intangible assets 129,000 Favorable leases 15,302 Total assets acquired 162,266 Deferred tax liability (17,258 ) Bargain purchase gain (58,006 ) Net purchase price $ 87,002 Intangible assets in the table above consist of reacquired franchise rights of $85,000 four $44,000 two Pro Forma Results of Operations (Unaudited) The following table summarizes selected unaudited pro forma consolidated statements of operations data for the years ended December 31, 2018 2017 2018 January 1, 2017. Pro Forma for the Year Ended December 31, 2018 December 31, 2017 Revenues, net $ 31,841,993 $ 25,151,938 Net income (loss) $ 184,892 $ (3,660,834 ) This selected unaudited pro forma consolidated financial data is included only for the purpose of illustration and does not not 2017 2018 2018, December 31, 2018 $226,000 $96,000, The pro forma amounts included in the table above reflect the application of accounting policies and adjustment of the results of the clinics to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied from January 1, 2017. |
Note 3 - Revenue Disclosures
Note 3 - Revenue Disclosures | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 3: Revenue Disclosures 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 32 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 are 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 software fee, which is charged monthly. The Company recognizes revenue related to 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 regional developers to assist in the development of the brand across certain geographic territories. The arrangement is documented in the form of a regional developer agreement. The arrangement between the Company and the regional developer requires the Company to perform various activities to support the brand that do 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 consolidated statements of operations appropriately reflect the disaggregation of its revenue by major type for the years ended December 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 year ended December 31, 2018 2017 Deferred Revenue Balance at December 31, 2016 $ 9,598 Recognized as revenue during the year ended December 31, 2017 (1,781 ) Fees received and deferred during the year ended December 31, 2017 3,730 Balance at December 31, 2017 $ 11,547 Recognized as revenue during the year ended December 31, 2018 (2,287 ) Fees received and deferred during the year ended December 31, 2018 4,349 Balance at December 31, 2018 $ 13,609 Changes in the Company's contract assets for deferred franchise costs during the year ended December 31, 2018 2017 Deferred Franchise Costs Balance at December 31, 2016 $ 3,023 Recognized as cost of revenue during the year ended December 31, 2017 (477 ) Costs incurred and deferred during the year ended December 31, 2017 265 Balance at December 31, 2017 $ 2,811 Recognized as cost of revenue during the year ended December 31, 2018 (631 ) Costs incurred and deferred during the year ended December 31, 2018 1,309 Balance at December 31, 2018 $ 3,489 The following table illustrates revenues expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of December 31, 2018 Contract liabilities expected to be recognized in Amount 2019 $ 2,370 2020 $ 2,373 2021 $ 2,247 2022 $ 1,809 2023 $ 1,332 Thereafter $ 3,478 Total $ 13,609 |
Note 4 - Restricted Cash
Note 4 - Restricted Cash | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Restricted Cash [Text Block] | Note 4: Restricted Cash The table below reconciles the cash and cash equivalents balance and restricted cash balances from the Company’s consolidated balance sheets to the amount of cash reported on the consolidated statements of cash flows: December 31, 2018 2017 Cash and cash equivalents $ 8,716,874 $ 4,216,221 Restricted cash 138,078 103,819 Total cash, cash equivalents and restricted cash $ 8,854,952 $ 4,320,040 |
Note 5 - Notes Receivable
Note 5 - Notes Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 5: Notes Receivable 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. September 28, 2018. Effective October 10, 2017, $170,000, $135,688 10% 36 36 October 24, 2020. The net outstanding balances of the notes as of December 31, 2018, 2017 $278,072 $523,785, December 31, 2018 2019 $ 149,349 2020 128,723 Total $ 278,072 |
Note 6 - Property and Equipment
Note 6 - Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6: Property and Equipment Property and equipment consist of the following: December 31, 2018 2017 Office and computer equipment $ 1,243,104 $ 1,137,970 Leasehold improvements 5,407,915 5,117,379 Software developed 1,145,742 1,066,454 7,796,761 7,321,803 Accumulated depreciation (4,909,002 ) (3,928,349 ) 2,887,759 3,393,454 Construction in progress 770,249 407,012 $ 3,658,008 $ 3,800,466 Depreciation expense was $1,049,942 $1,438,443 December 31, 2018 2017, In August 2018, third $343,000 December 31, 2018. |
Note 7 - Fair Value Considerati
Note 7 - Fair Value Consideration | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 7: Fair Value Consideration The Company’s financial instruments include cash, restricted cash, accounts receivable, notes receivable, accounts payable, accrued expenses and notes payable. The carrying amounts of its financial instruments approximate their fair value due to their short maturities. The Company does not Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no As of December 31, 2018, 2017, not 1, 2 3. The intangible assets resulting from the acquisition (reference Note 2 3 |
Note 8 - Intangible Assets
Note 8 - Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 8: Intangible Assets On July 26, 2018, $278,250, The Company carried a deferred revenue balance associated with these transactions of $26,934, Intangible assets consisted of the following: As of December 31, 2018 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,758,000 $ 921,138 $ 836,862 Customer relationships 745,000 717,498 27,502 Reacquired development rights 1,413,316 643,620 769,696 $ 3,916,316 $ 2,282,256 $ 1,634,060 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 $506,298 $578,880 December 31, 2018 2017, Estimated amortization expense for 2019 2019 $ 525,048 2020 508,558 2021 437,830 2022 150,411 2023 12,213 Thereafter – Total $ 1,634,060 |
Note 9 - Debt
Note 9 - Debt | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 9: Debt Notes Payable During 2015, 12 February 2017, $800,350 1.5% 5.25%. During 2016, two $186,000 4.25% May 2017. one December 31, 2018 $100,000 February 2019. Credit and Security Agreement On January 3, 2017, $5,000,000 10% $200,000. not $25,000. December 2019, December 31, 2018, $1,000,000 $5,000,000 $100,000 December 31, 2018 2017 |
Note 10 - Equity
Note 10 - Equity | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10: Equity Stock Options On May 15, 2014, 2014 “2014 2014 2012 1,513,000 may 2014 June 1, 2018 700,000 2,213,000. During the year ended December 31, 2017, 295,286 $2.65 $5.51. During the year ended December 31, 2018, 145,792 $4.92 $8.25. The Company’s stock trading price is the basis of fair value of its common stock used in determining the value of share-based awards. To the extent the value of the Company’s share-based awards involves a measure of volatility, it will rely upon the volatilities from publicly traded companies with similar business models until its common stock has accumulated enough trading history for it to utilize its own historical volatility, and the Company has no not 10 The Company has computed the fair value of all options granted during the years ended December 31, 2018 2017, Year Ended December 31, 2018 2017 Expected volatility 34% - 35% 42% Expected dividends None None Expected term (years) 7 5.5 - 7 Risk-free rate 2.53% to 3.12% 1.98% to 2.20% Forfeiture rate 20% 20% The information below summarizes the stock options: 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 145,792 7.00 Exercised (95,162 ) 3.48 Cancelled (67,855 ) 3.37 Outstanding at December 31, 2018 986,691 $ 4.72 $ 2.09 6.8 Exercisable at December 31, 2018 497,667 $ 4.76 $ 2.10 6.8 The intrinsic value of the Company’s stock options outstanding was $3,617,153 December 31, 2018. For the years ended December 31, 2018 2017, $363,568 $380,067, December 31, 2018 $805,226, 2.7 Restricted Stock During 2017, 9,950 six 2014 June 1, 2018. $4.02 $240,000, During 2018, 5,502 six 2014 one $7.27 $240,000 In addition, during 2018, 17,112 seven 2014 four $8.25 $141,000 The information below summaries the restricted stock activity: Restricted Stock Awards Shares Outstanding at December 31, 2016 92,415 Awards granted 59,700 Awards vested (76,070 ) Awards forfeited (12,345 ) Outstanding at December 31, 2017 63,700 Awards granted 50,134 Awards vested (61,700 ) Awards forfeited (1,000 ) Outstanding at December 31, 2018 51,134 For the years ended December 31, 2018 2017, $264,862 $214,304, December 31, 2018 $249,586 2.1 Treasury Stock In December 2013, first March 10, 2010 534,000 $0.45 $240,000 534,000 $791,638. 8 Year 1 $ 0.56 Year 2 $ 0.68 Year 3 $ 0.84 Year 4 $ 1.03 Year 5 $ 1.28 Year 6 $ 1.59 Year 7 $ 1.97 Year 8 $ 2.45 Consideration given in the form of the option was valued using a Binomial Lattice-Based model resulting in a fair value of $1.03 $551,638. During December 2016, 250,872 $210,000. $113,000 $259,000, $162,000. During September 2017, 283,128 $292,671. $127,000 $292,000, $127,000. For the years ended December 31, 2018 2017, 14,670 14,084 $90,856 $86,045, Warrants In conjunction with the IPO, the Company issued warrants to the underwriters for the purchase of 90,000 November 10, 2015 November 10, 2018 $8.125 November 10, 2018. |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 11: Income Taxes Income tax provision (benefit) reported in the consolidated statements of operations is comprised of the following (rounded to hundreds): December 31, 2018 2017 Current provision (benefit): Federal $ – $ – State, net of state tax credits 39,300 20,100 Total current provision (benefit) 39,300 20,100 Deferred provision (benefit): Federal (90,000 ) 13,800 State 12,900 2,000 Total deferred provision (benefit) (77,100 ) 15,800 Total income tax provision (benefit) $ (37,800 ) $ 35,900 The following are the components of the Company’s net deferred taxes for federal and state income taxes (rounded to hundreds): December 31, 2018 2017 Deferred revenue $ 2,632,400 $ 756,900 Deferred franchise costs (574,100 ) (281,000 ) Accrued expenses 361,100 45,300 Goodwill - Component 1 (194,700 ) (136,500 ) Goodwill - Component 2 52,500 55,500 Restricted stock compensation (30,800 ) (17,900 ) Nonqualified stock options 184,400 152,900 Deferred rent 237,900 257,100 Lease Abandonment 96,500 80,600 Net operating loss carryforwards 6,175,600 7,061,300 Tax credits 14,000 14,000 Charitable contribution carryover 15,500 5,200 Asset basis difference related to property and equipment 458,600 377,800 Intangibles 435,900 368,100 9,864,800 8,739,300 Less valuation allowance (9,941,500 ) (8,875,800 ) Net non-current deferred tax liability $ (76,700 ) $ (136,500 ) The 2017 December 22, 2017. 2017 34% 21%, one 2017 December 22, 2018. 2017 $3.9 21% 34%. At December 31, 2018, $23.1 $28.5 2035 2025 14,000 2031. The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net income (loss), compared to the income tax provision (benefit) in the consolidated statement of operations (rounded to hundreds): For the Years Ended December 31, 2018 2017 Amount Percent Amount Percent Expected federal tax expense (benefit) $ 45,200 -21.0 % $ (1,100,000 ) -34.0 % State tax provision, net of federal benefit (57,000 ) 26.5 % (140,200 ) -4.3 % Effect of increase in valuation allowance 22,600 -10.5 % (2,741,300 ) -84.7 % Other permanent differences 13,200 -6.1 % 16,700 0.5 % Stock compensation (40,800 ) 18.9 % (131,879 ) -4.1 % Impact of enacted tax reform – 0.0 % 3,946,100 122.0 % State deferred tax true up – 0.0 % 185,000 5.7 % Bargain purchase gain (16,100 ) 7.5 % – 0.0 % Return to provision adjustments (4,900 ) 2.2 % – 0.0 % Other, net – 0.0 % 1,500 0.0 % Provision (benefit) $ (37,800 ) 17.5 % $ 35,900 1.1 % Changes in our income tax expense related primarily to changes in pretax income during the year ended December 31, 2018, December 31, 2017, 17.5% 1.1%, 606. For the years ended December 31, 2018 December 31, 2017, no The following table sets forth a reconciliation of the beginning and ending amount of uncertain tax positions during the tax years ended December 31, 2018 2017 2018 2017 Tax Interest/ Tax Interest/ Unrecognized tax benefit - January 1 $ – $ – $ 13,200 $ 26,800 Gross decreases - tax positions in prior period – – (13,200 ) (26,800 ) Unrecognized tax benefit - December 31 $ – $ – $ – $ – Our tax returns for tax years subject to examination by tax authorities include 2014 2015 |
Note 12 - Related Party Transac
Note 12 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 12: Related Party Transactions The Company entered into a legal arrangement with a certain common stockholder related to legal services performed for the operations and transaction related activities of the Company. Amounts paid to or for the benefit of this stockholder was approximately $260,000 $205,000 December 31, 2018 2017, |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 13: Commitments and Contingencies Operating Leases The Company leases its corporate office space and the space for each of the company-owned or managed clinics in the portfolio. Total rent expense for the years ended December 31, 2018 2017 $2,844,010 $2,808,837, Future minimum annual lease payments are as follows: 2019 $ 2,630,443 2020 2,406,645 2021 2,299,887 2022 2,195,077 2023 1,474,396 Thereafter 2,772,575 Total $ 13,779,023 The Company has recognized liabilities from costs associated with the termination of certain operating leases. The Company has recorded the cumulative effect of a change resulting from a revision to either the timing or the amount of estimated cash flows in the period as follows: Lease exit liability at December 31, 2017 $ 299,400 Additions or changes in estimates 250,704 Settlements (153,220 ) Net accretion (48,885 ) Lease exit liability at December 31, 2018 $ 347,999 The Company has recorded the lease exit liability in other current liabilities and other liabilities in the consolidated balance sheets. Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not |
Note 14 - Segment Reporting
Note 14 - Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 14: Segment Reporting An operating segment is defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”) to evaluate performance and make operating decisions. The Company has identified its CODM as the Chief Executive Officer. The Company has two December 31, 2018, 48 December 31, 2018, 394 two The tables below present financial information for the Company’s two 606. Year Ended 2018 2017 (as adjusted) Revenues: Corporate clinics $ 14,673 $ 11,124 Franchise operations 17,116 13,794 Total revenues $ 31,789 $ 24,918 Segment operating (loss) income: Corporate clinics $ 1,537 $ (1,704 ) Franchise operations 8,084 6,086 Total segment operating (loss) income $ 9,621 $ 4,382 Depreciation and amortization: Corporate clinics $ 1,105 $ 1,608 Franchise operations – – Corporate administration 451 409 Total depreciation and amortization $ 1,556 $ 2,017 Reconciliation of total segment operating income (loss) to consolidated earnings (loss) before income taxes (in thousands): Total segment operating (loss) income $ 9,621 $ 4,382 Unallocated corporate (9,416 ) (7,714 ) Consolidated loss from operations 205 (3,332 ) Bargain purchase gain 58 – Other (expense) income, net (48 ) (64 ) Loss before income tax expense $ 215 $ (3,396 ) For the year ended December 31, 2017, $418,000 December 31, December 31, Segment assets: (as adjusted) Corporate clinics $ 8,926 $ 8,998 Franchise operations 4,455 3,888 Total segment assets $ 13,381 $ 12,886 Unallocated cash and restricted cash $ 8,855 $ 4,320 Unallocated property and equipment 487 765 Other unallocated assets 803 465 Total assets $ 23,526 $ 18,436 “Unallocated cash and cash equivalents and restricted cash” relates primarily to corporate cash and cash equivalents and restricted cash (see Note 1 |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 15: Subsequent Events On February 4, 2019, $681,500. On March 4, 2019, $290,000. 40 ten |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of The Joint Corp. and its wholly-owned subsidiary, The Joint Corporate Unit No. 1, All significant intercompany accounts and transactions between The Joint Corp. and its subsidiary have been eliminated in consolidation. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) Net income (loss) and comprehensive income (loss) are the same for the years ended December 31, 2018 2017. |
Nature of Operations Policy [Policy Text Block] | <div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Nature of Operations</div></div></div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.25in"> </div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.25in">The Joint Corp., a Delaware corporation, was formed on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 10, 2010. </div>Its principal business purposes are owning, operating, managing and franchising chiropractic clinics, selling regional developer rights and supporting the operations of owned, managed and franchised chiropractic clinics at locations throughout the United States of America. The franchising of chiropractic clinics is regulated by the Federal Trade Commission and various state authorities.</div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.25in"> </div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed for the years ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 31, 2018 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017:</div></div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></div> <div> <table cellpadding="0" cellspacing="0" align="center" style="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; min-width: 700px;"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: right"> </td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="7" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended<br /> December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; font-weight: bold">Franchised clinics:</td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2018</td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2017</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 68%; text-align: left; padding-left: 10pt">Clinics open at beginning of period</td> <td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 12%; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">352</div></td> <td style="white-space: nowrap; width: 1%; text-align: left"> </td> <td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 12%; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">309</div></td> <td style="white-space: nowrap; width: 1%; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-left: 20pt">Opened or Purchased during the period</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">47</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">41</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 20pt">Acquired or sold during the period</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(1</div></td> <td style="white-space: nowrap; text-align: left">)</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 20pt">Closed during the period</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(4</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left">)</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(4</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 10pt">Clinics in operation at the end of the period</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">394</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">352</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> </tr> </table> </div> <div style=" margin: 0"> </div> <div> <table cellpadding="0" cellspacing="0" align="center" style="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; min-width: 700px;"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: right"> </td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="7" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended<br /> December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; font-weight: bold">Company-owned or managed clinics:</td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2018</td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2017</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 68%; text-align: left; padding-left: 10pt">Clinics open at beginning of period</td> <td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 12%; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">47</div></td> <td style="white-space: nowrap; width: 1%; text-align: left"> </td> <td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 12%; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">61</div></td> <td style="white-space: nowrap; width: 1%; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-left: 20pt">Opened during the period</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">–</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">–</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 20pt">Acquired during the period</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">–</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 20pt">Closed or Sold during the period</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">–</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(14</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 10pt">Clinics in operation at the end of the period</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">48</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">47</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: right"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Total clinics in operation at the end of the period</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td> <td style="border-bottom: Black 2.5pt double; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">442</div></td> <td style="white-space: nowrap; border-bottom: Black 2.5pt double; text-align: left"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td> <td style="border-bottom: Black 2.5pt double; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">399</div></td> <td style="white-space: nowrap; border-bottom: Black 2.5pt double; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: right"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Clinic licenses sold but not yet developed</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">136</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">104</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Executed letters of intent for future clinic licenses</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">19</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">8</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> </table></div></div></div></div></div>" id="sjs-B6"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Nature of Operations</div></div></div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.25in"> </div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.25in">The Joint Corp., a Delaware corporation, was formed on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 10, 2010. </div>Its principal business purposes are owning, operating, managing and franchising chiropractic clinics, selling regional developer rights and supporting the operations of owned, managed and franchised chiropractic clinics at locations throughout the United States of America. The franchising of chiropractic clinics is regulated by the Federal Trade Commission and various state authorities.</div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.25in"> </div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed for the years ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 31, 2018 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017:</div></div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></div> <div> <table cellpadding="0" cellspacing="0" align="center" style="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; min-width: 700px;"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: right"> </td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="7" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended<br /> December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; font-weight: bold">Franchised clinics:</td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2018</td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2017</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 68%; text-align: left; padding-left: 10pt">Clinics open at beginning of period</td> <td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 12%; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">352</div></td> <td style="white-space: nowrap; width: 1%; text-align: left"> </td> <td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 12%; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">309</div></td> <td style="white-space: nowrap; width: 1%; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-left: 20pt">Opened or Purchased during the period</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">47</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">41</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 20pt">Acquired or sold during the period</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(1</div></td> <td style="white-space: nowrap; text-align: left">)</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 20pt">Closed during the period</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(4</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left">)</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(4</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 10pt">Clinics in operation at the end of the period</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">394</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">352</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> </tr> </table> </div> <div style=" margin: 0"> </div> <div> <table cellpadding="0" cellspacing="0" align="center" style="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; min-width: 700px;"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: right"> </td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="7" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Year Ended<br /> December 31,</td> </tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; font-weight: bold">Company-owned or managed clinics:</td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2018</td> <td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="white-space: nowrap; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2017</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 68%; text-align: left; padding-left: 10pt">Clinics open at beginning of period</td> <td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 12%; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">47</div></td> <td style="white-space: nowrap; width: 1%; text-align: left"> </td> <td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td> <td style="width: 12%; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">61</div></td> <td style="white-space: nowrap; width: 1%; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-left: 20pt">Opened during the period</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">–</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">–</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 20pt">Acquired during the period</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">–</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 20pt">Closed or Sold during the period</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">–</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(14</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 10pt">Clinics in operation at the end of the period</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">48</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">47</div></td> <td style="white-space: nowrap; border-bottom: Black 1pt solid; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: right"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Total clinics in operation at the end of the period</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td> <td style="border-bottom: Black 2.5pt double; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">442</div></td> <td style="white-space: nowrap; border-bottom: Black 2.5pt double; text-align: left"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td> <td style="border-bottom: Black 2.5pt double; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">399</div></td> <td style="white-space: nowrap; border-bottom: Black 2.5pt double; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: right"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Clinic licenses sold but not yet developed</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">136</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">104</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Executed letters of intent for future clinic licenses</td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">19</div></td> <td style="white-space: nowrap; text-align: left"> </td> <td> </td> <td style="text-align: left"> </td> <td style="text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">8</div></td> <td style="white-space: nowrap; text-align: left"> </td> </tr> </table></div></div></div></div></div> |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entities An entity deemed to hold the controlling interest in a voting interest entity or deemed to be the primary beneficiary of a variable interest entity (“VIE”) is required to consolidate the VIE in its financial statements. An entity is deemed to be the primary beneficiary of a VIE if it has both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb the majority of losses of the VIE or the right to receive the majority of benefits from the VIE. Investments where the Company does not not Certain states, in which the Company manages clinics, regulate the practice of chiropractic care and require that chiropractic services be provided by legal entities organized under state laws as professional corporations or PCs. Such PCs are VIEs. In these states, the Company has entered into management services agreements with PCs under which the Company provides, on an exclusive basis, all non-clinical services of the chiropractic practice. If the Company were to consolidate such PCs, the result would be an increase in its revenues and management fees from company clinics of $4.9 $4.5 December 31, 2018 2017, no |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash The Company considers all highly liquid instruments purchased with an original maturity of three no December 31, 2018 2017. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Restricted cash relates to cash franchisees and corporate clinics contribute to the Company’s National Marketing Fund and cash franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed by franchisees to the National Marketing Fund is to be used in accordance with the Franchise Disclosure Document with a focus on regional and national marketing and advertising. |
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 December 31, 2018, 2017, $0. December 31, 2017 $40,000 The Company writes off accounts receivable when it deems them uncollectible and records recoveries of accounts receivable previously written off when it receives them. In the year ended December 31, 2017, no $47,000 December 31, 2017. |
Deferred Charges, Policy [Policy Text Block] | Deferred Franchise Costs Deferred franchise costs represent commissions that are direct and incremental to the Company and are paid in conjunction with the sale of a franchise. These costs 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] | Capitalized Software The Company capitalizes certain software development costs. These capitalized costs are primarily related to 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 four 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 of franchises. Goodwill and intangible assets deemed to have indefinite lives are not first fourth not No December 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 $343,000 December 31, 2018. No December 31, 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% |
Co-Op Marketing Funds, Policy [Policy Text Block] | Co-Op Marketing Funds Some franchises have established regional Co-Ops for advertising within their local and regional markets. The Company maintains a custodial relationship under which the marketing funds collected are segregated and used for the purposes specified by the Co-Ops’ officers. The marketing funds are included in restricted cash on the Company’s consolidated balance sheets. |
Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block] | Accounting for Costs Associated with Exit or Disposal Activities The Company recognizes a liability for the cost associated with an exit or disposal activity that is measured initially at its fair value in the period in which the liability is incurred. Costs to terminate an operating lease or other contracts are (a) costs to terminate the contract before the end of its term or (b) costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the entity shall be recognized at the cease-use date. In periods subsequent to initial measurement, changes to the liability are measured using the credit adjusted risk-free rate that was used to measure the liability initially. The cumulative effect of a change resulting from a revision to either the timing or the amount of estimated cash flows shall be recognized as an adjustment to the liability in the period of the change. In the year ended December 31, 2017, eight $0.9 $0.4 |
Lessee, Leases [Policy Text Block] | Deferred Rent The Company leases office space for its corporate offices and company-owned and managed clinics under operating leases, which may |
Revenue from Contract with Customer [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 from Company Clinics. not Royalties and Advertising Fund Revenue. 7% 2% two Franchise Fees. ten no no Software Fees. Regional Developer Fees 2011, 2017, 3% The Company entered into four December 31, 2018 ten December 31, 2017 $0.9 $2.1 |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are expensed as incurred. Advertising expenses for years ended December 31, 2018 2017 $1,558,662 $1,397,076, |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred income taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate principally to depreciation of property and equipment and treatment of revenue for franchise fees and regional developer fees collected. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertainty in income taxes by recognizing the tax benefit or expense from an uncertain tax position only if it is more likely than not 50% |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Common Share Basic earnings (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options. Year Ended 2018 2017 (as adjusted) Net income (loss) $ 253,083 $ (3,432,412 ) Weighted average common shares outstanding - basic 13,669,107 13,245,119 Effect of dilutive securities: Unvested restricted stock and stock options 362,609 – Weighted average common shares outstanding - diluted 14,031,717 13,245,119 Basic earnings (loss) per share $ 0.02 $ (0.26 ) Diluted earnings (loss) per share $ 0.02 $ (0.26 ) The following table summarizes the potential shares of common stock that were excluded from diluted earnings (loss) per share, because the effect of including these potential shares was anti-dilutive: Year Ended 2018 2017 Unvested restricted stock 24,180 63,700 Stock options 651,036 1,003,916 Warrants – 90,000 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for share-based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. The Company determines the estimated grant-date fair value of restricted shares using quoted market prices and the grant-date fair value of stock options using the Black-Scholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including the estimated fair value of underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. The Company recognizes compensation costs ratably over the period of service using the straight-line method. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for doubtful accounts, share-based compensation arrangements, fair value of stock options, useful lives and realizability of long-lived assets, classification of deferred revenue and deferred franchise costs, lease exit liabilities, 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 CONSOLIDATED BALANCE SHEETS As of Adjustments Due As of 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 Deposits and other assets 612 12 623 Total assets $ 16,910 $ 1,526 $ 18,436 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Deferred franchise revenue - current portion $ 1,686 $ 308 $ 1,994 Other current liabilities 49 104 153 Total current liabilities 4,967 412 5,379 Deferred revenue, net of current portion 4,693 4,859 9,553 Total liabilities 12,011 5,271 17,283 Stockholders' equity: Accumulated deficit (32,259 ) (3,745 ) (36,004 ) Total stockholders' equity 4,899 (3,745 ) 1,153 Total liabilities and stockholders' equity $ 16,910 $ 1,526 $ 18,436 The revenue and deferred cost adjustments are due to the change in method of recognizing franchise and regional developer fees. See Note 3, Revenue Disclosures Adoption of ASC 606 December 31, 2017, THE JOINT CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended Adjustments Due Year Ended (as reported) (as adjusted) Revenues: Franchise fees $ 1,442 $ (61 ) $ 1,382 Regional developer fees 584 (185 ) 399 Total revenues 25,164 (245 ) 24,919 Cost of revenues: Franchise cost of revenues 2,997 (88 ) 2,909 Total cost of revenues 3,312 (88 ) 3,224 Loss from operations (3,175 ) (157 ) (3,332 ) Loss before income tax expense (3,239 ) (157 ) (3,397 ) Net loss and comprehensive loss $ (3,275 ) $ (157 ) $ (3,432 ) Loss per share: Basic and diluted loss per share $ (0.25 ) $ (0.01 ) $ (0.26 ) The revenue and deferred cost adjustments are due to the change in method of recognizing franchise and regional developer fees. See Note 3, Revenue Disclosures In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 January 1, 2018 December 31, 2017, December 31, 2017. 1. Restricted Cash’ In December 2017, No. 118, 118” not one 118 No. 2018 05, No. 118. 2017 September 30, 2018. 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 January 1, 2019, first 2019 not $10 11 13. not The Company reviewed other newly issued accounting pronouncements and concluded that they either are not no |
Note 1 - Nature of Operations_2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Franchisor Disclosure [Table Text Block] | Year Ended Franchised clinics: 2018 2017 Clinics open at beginning of period 352 309 Opened or Purchased during the period 47 41 Acquired or sold during the period (1 ) 6 Closed during the period (4 ) (4 ) Clinics in operation at the end of the period 394 352 Year Ended Company-owned or managed clinics: 2018 2017 Clinics open at beginning of period 47 61 Opened during the period – – Acquired during the period 1 – Closed or Sold during the period – (14 ) Clinics in operation at the end of the period 48 47 Total clinics in operation at the end of the period 442 399 Clinic licenses sold but not yet developed 136 104 Executed letters of intent for future clinic licenses 19 8 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended 2018 2017 (as adjusted) Net income (loss) $ 253,083 $ (3,432,412 ) Weighted average common shares outstanding - basic 13,669,107 13,245,119 Effect of dilutive securities: Unvested restricted stock and stock options 362,609 – Weighted average common shares outstanding - diluted 14,031,717 13,245,119 Basic earnings (loss) per share $ 0.02 $ (0.26 ) Diluted earnings (loss) per share $ 0.02 $ (0.26 ) Year Ended 2018 2017 Unvested restricted stock 24,180 63,700 Stock options 651,036 1,003,916 Warrants – 90,000 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | As of Adjustments Due As of 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 Deposits and other assets 612 12 623 Total assets $ 16,910 $ 1,526 $ 18,436 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Deferred franchise revenue - current portion $ 1,686 $ 308 $ 1,994 Other current liabilities 49 104 153 Total current liabilities 4,967 412 5,379 Deferred revenue, net of current portion 4,693 4,859 9,553 Total liabilities 12,011 5,271 17,283 Stockholders' equity: Accumulated deficit (32,259 ) (3,745 ) (36,004 ) Total stockholders' equity 4,899 (3,745 ) 1,153 Total liabilities and stockholders' equity $ 16,910 $ 1,526 $ 18,436 Year Ended Adjustments Due Year Ended (as reported) (as adjusted) Revenues: Franchise fees $ 1,442 $ (61 ) $ 1,382 Regional developer fees 584 (185 ) 399 Total revenues 25,164 (245 ) 24,919 Cost of revenues: Franchise cost of revenues 2,997 (88 ) 2,909 Total cost of revenues 3,312 (88 ) 3,224 Loss from operations (3,175 ) (157 ) (3,332 ) Loss before income tax expense (3,239 ) (157 ) (3,397 ) Net loss and comprehensive loss $ (3,275 ) $ (157 ) $ (3,432 ) Loss per share: Basic and diluted loss per share $ (0.25 ) $ (0.01 ) $ (0.26 ) |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Property and equipment $ 17,964 Intangible assets 129,000 Favorable leases 15,302 Total assets acquired 162,266 Deferred tax liability (17,258 ) Bargain purchase gain (58,006 ) Net purchase price $ 87,002 |
Business Acquisition, Pro Forma Information [Table Text Block] | Pro Forma for the Year Ended December 31, 2018 December 31, 2017 Revenues, net $ 31,841,993 $ 25,151,938 Net income (loss) $ 184,892 $ (3,660,834 ) |
Note 3 - Revenue Disclosures (T
Note 3 - Revenue Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Contract with Customer, Asset and Liability [Table Text Block] | Deferred Revenue Balance at December 31, 2016 $ 9,598 Recognized as revenue during the year ended December 31, 2017 (1,781 ) Fees received and deferred during the year ended December 31, 2017 3,730 Balance at December 31, 2017 $ 11,547 Recognized as revenue during the year ended December 31, 2018 (2,287 ) Fees received and deferred during the year ended December 31, 2018 4,349 Balance at December 31, 2018 $ 13,609 Deferred Franchise Costs Balance at December 31, 2016 $ 3,023 Recognized as cost of revenue during the year ended December 31, 2017 (477 ) Costs incurred and deferred during the year ended December 31, 2017 265 Balance at December 31, 2017 $ 2,811 Recognized as cost of revenue during the year ended December 31, 2018 (631 ) Costs incurred and deferred during the year ended December 31, 2018 1,309 Balance at December 31, 2018 $ 3,489 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | Contract liabilities expected to be recognized in Amount 2019 $ 2,370 2020 $ 2,373 2021 $ 2,247 2022 $ 1,809 2023 $ 1,332 Thereafter $ 3,478 Total $ 13,609 |
Note 4 - Restricted Cash (Table
Note 4 - Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash Balance [Table Text Block] | December 31, 2018 2017 Cash and cash equivalents $ 8,716,874 $ 4,216,221 Restricted cash 138,078 103,819 Total cash, cash equivalents and restricted cash $ 8,854,952 $ 4,320,040 |
Note 5 - Notes Receivable (Tabl
Note 5 - Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Financing Receivables, Minimum Payments [Table Text Block] | 2019 $ 149,349 2020 128,723 Total $ 278,072 |
Note 6 - Property and Equipme_2
Note 6 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2018 2017 Office and computer equipment $ 1,243,104 $ 1,137,970 Leasehold improvements 5,407,915 5,117,379 Software developed 1,145,742 1,066,454 7,796,761 7,321,803 Accumulated depreciation (4,909,002 ) (3,928,349 ) 2,887,759 3,393,454 Construction in progress 770,249 407,012 $ 3,658,008 $ 3,800,466 |
Note 8 - Intangible Assets (Tab
Note 8 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | As of December 31, 2018 Gross Carrying Accumulated Net Carrying Amortized intangible assets: Reacquired franchise rights $ 1,758,000 $ 921,138 $ 836,862 Customer relationships 745,000 717,498 27,502 Reacquired development rights 1,413,316 643,620 769,696 $ 3,916,316 $ 2,282,256 $ 1,634,060 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] | 2019 $ 525,048 2020 508,558 2021 437,830 2022 150,411 2023 12,213 Thereafter – Total $ 1,634,060 |
Note 10 - Equity (Tables)
Note 10 - Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, 2018 2017 Expected volatility 34% - 35% 42% Expected dividends None None Expected term (years) 7 5.5 - 7 Risk-free rate 2.53% to 3.12% 1.98% to 2.20% 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 145,792 7.00 Exercised (95,162 ) 3.48 Cancelled (67,855 ) 3.37 Outstanding at December 31, 2018 986,691 $ 4.72 $ 2.09 6.8 Exercisable at December 31, 2018 497,667 $ 4.76 $ 2.10 6.8 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Restricted Stock Awards Shares Outstanding at December 31, 2016 92,415 Awards granted 59,700 Awards vested (76,070 ) Awards forfeited (12,345 ) Outstanding at December 31, 2017 63,700 Awards granted 50,134 Awards vested (61,700 ) Awards forfeited (1,000 ) Outstanding at December 31, 2018 51,134 |
Class of Treasury Stock [Table Text Block] | Year 1 $ 0.56 Year 2 $ 0.68 Year 3 $ 0.84 Year 4 $ 1.03 Year 5 $ 1.28 Year 6 $ 1.59 Year 7 $ 1.97 Year 8 $ 2.45 |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, 2018 2017 Current provision (benefit): Federal $ – $ – State, net of state tax credits 39,300 20,100 Total current provision (benefit) 39,300 20,100 Deferred provision (benefit): Federal (90,000 ) 13,800 State 12,900 2,000 Total deferred provision (benefit) (77,100 ) 15,800 Total income tax provision (benefit) $ (37,800 ) $ 35,900 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2018 2017 Deferred revenue $ 2,632,400 $ 756,900 Deferred franchise costs (574,100 ) (281,000 ) Accrued expenses 361,100 45,300 Goodwill - Component 1 (194,700 ) (136,500 ) Goodwill - Component 2 52,500 55,500 Restricted stock compensation (30,800 ) (17,900 ) Nonqualified stock options 184,400 152,900 Deferred rent 237,900 257,100 Lease Abandonment 96,500 80,600 Net operating loss carryforwards 6,175,600 7,061,300 Tax credits 14,000 14,000 Charitable contribution carryover 15,500 5,200 Asset basis difference related to property and equipment 458,600 377,800 Intangibles 435,900 368,100 9,864,800 8,739,300 Less valuation allowance (9,941,500 ) (8,875,800 ) Net non-current deferred tax liability $ (76,700 ) $ (136,500 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Years Ended December 31, 2018 2017 Amount Percent Amount Percent Expected federal tax expense (benefit) $ 45,200 -21.0 % $ (1,100,000 ) -34.0 % State tax provision, net of federal benefit (57,000 ) 26.5 % (140,200 ) -4.3 % Effect of increase in valuation allowance 22,600 -10.5 % (2,741,300 ) -84.7 % Other permanent differences 13,200 -6.1 % 16,700 0.5 % Stock compensation (40,800 ) 18.9 % (131,879 ) -4.1 % Impact of enacted tax reform – 0.0 % 3,946,100 122.0 % State deferred tax true up – 0.0 % 185,000 5.7 % Bargain purchase gain (16,100 ) 7.5 % – 0.0 % Return to provision adjustments (4,900 ) 2.2 % – 0.0 % Other, net – 0.0 % 1,500 0.0 % Provision (benefit) $ (37,800 ) 17.5 % $ 35,900 1.1 % |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | 2018 2017 Tax Interest/ Tax Interest/ Unrecognized tax benefit - January 1 $ – $ – $ 13,200 $ 26,800 Gross decreases - tax positions in prior period – – (13,200 ) (26,800 ) Unrecognized tax benefit - December 31 $ – $ – $ – $ – |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2019 $ 2,630,443 2020 2,406,645 2021 2,299,887 2022 2,195,077 2023 1,474,396 Thereafter 2,772,575 Total $ 13,779,023 |
Lease Exit Liability [Table Text Block] | Lease exit liability at December 31, 2017 $ 299,400 Additions or changes in estimates 250,704 Settlements (153,220 ) Net accretion (48,885 ) Lease exit liability at December 31, 2018 $ 347,999 |
Note 14 - Segment Reporting (Ta
Note 14 - Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended 2018 2017 (as adjusted) Revenues: Corporate clinics $ 14,673 $ 11,124 Franchise operations 17,116 13,794 Total revenues $ 31,789 $ 24,918 Segment operating (loss) income: Corporate clinics $ 1,537 $ (1,704 ) Franchise operations 8,084 6,086 Total segment operating (loss) income $ 9,621 $ 4,382 Depreciation and amortization: Corporate clinics $ 1,105 $ 1,608 Franchise operations – – Corporate administration 451 409 Total depreciation and amortization $ 1,556 $ 2,017 Reconciliation of total segment operating income (loss) to consolidated earnings (loss) before income taxes (in thousands): Total segment operating (loss) income $ 9,621 $ 4,382 Unallocated corporate (9,416 ) (7,714 ) Consolidated loss from operations 205 (3,332 ) Bargain purchase gain 58 – Other (expense) income, net (48 ) (64 ) Loss before income tax expense $ 215 $ (3,396 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | December 31, December 31, Segment assets: (as adjusted) Corporate clinics $ 8,926 $ 8,998 Franchise operations 4,455 3,888 Total segment assets $ 13,381 $ 12,886 Unallocated cash and restricted cash $ 8,855 $ 4,320 Unallocated property and equipment 487 765 Other unallocated assets 803 465 Total assets $ 23,526 $ 18,436 |
Supplemental Disclosure of No_2
Supplemental Disclosure of Non-cash Activity (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 06, 2018 | Dec. 31, 2016 | |
Income Taxes Paid | $ 29,522 | $ 29,315 | |||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 100,000 | 108,016 | |||
Payments to Acquire Businesses, Net of Cash Acquired, Total | $ 100,000 | 100,000 | |||
Contract with Customer, Liability, Total | 13,609,000 | 13,609,000 | 11,547,000 | $ 9,598,000 | |
Contract with Customer, Liability, Revenue Recognized | 2,287,000 | 1,781,000 | |||
Adjustment to Goodwill Related to Deferred Revenue from Previous Acquisitions | 166,088 | ||||
Regional developer territories in Central Florida, Maryland/Washington DC, Minnesota, Texas, Oklahoma and Arkansas [Member] | |||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 559,310 | ||||
Contract with Customer, Liability, Revenue Recognized | 14,967 | ||||
Assets and Franchise Agreement [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 17,964 | 17,964 | $ 17,964 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 129,000 | 129,000 | 129,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Favorable Leases | 15,302 | 15,302 | 15,302 | ||
Contract with Customer, Liability, Total | 12,998 | 12,998 | $ 12,998 | ||
License Fee Collection Upon Regional Developer Agreement [Member] | |||||
Contract with Customer, Liability, Total | $ 26,934 | 26,934 | |||
Purchase of Property, Plant and Equipment Included in Accounts Payable [Member] | |||||
Capital Expenditures Incurred but Not yet Paid | 121,038 | $ 50,474 | |||
Purchase of Property, Plant and Equipment Included in Accrued Expenses [Member] | |||||
Capital Expenditures Incurred but Not yet Paid | $ 1,595 |
Note 1 - Nature of Operations_3
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Dec. 31, 2016 | |
Variable Interest Entity, Consolidation, Increase in Revenues and Management Fees | $ 4,900,000 | $ 4,500,000 | ||
Cash Equivalents, at Carrying Value, Total | 0 | 0 | ||
Allowance for Doubtful Accounts Receivable, Ending Balance | 0 | 0 | ||
Allowance for Doubtful Accounts Receivable, Recoveries | 40,000 | |||
Allowance for Doubtful Accounts Receivable, Write-offs | 47,000 | |||
Goodwill, Impairment Loss | 0 | 0 | ||
Impairment of Long-Lived Assets Held-for-use | $ 343,000 | $ 0 | ||
Franchise Monthly Marketing Fee Gross Sales Percentage | 2.00% | 2.00% | ||
Lease Exit Liability, Additions | $ 250,704 | $ 900,000 | ||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | $ (593,960) | (417,971) | ||
Franchise Royalty Gross Sales Percentage | 7.00% | |||
Regional Developers Royalty Sales Generated by Franchises Percentage | 3.00% | |||
Contract with Customer, Liability, Total | $ 13,609,000 | 11,547,000 | $ 9,598,000 | |
Advertising Expense | 1,558,662 | 1,397,076 | ||
Regional Development Agreement [Member] | ||||
Contract with Customer, Liability, Total | $ 900,000 | $ 2,100,000 | ||
Computer Software, Intangible Asset [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Development Rights [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||
Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Minimum [Member] | Subsequent Event [Member] | ||||
Operating Lease, Right-of-Use Asset | $ 10 | |||
Operating Lease, Liability, Total | 10 | |||
Minimum [Member] | Franchise Rights [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 4 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life | 7 years | |||
Maximum [Member] | Subsequent Event [Member] | ||||
Operating Lease, Right-of-Use Asset | 11 | |||
Operating Lease, Liability, Total | $ 11 | |||
Maximum [Member] | Franchise Rights [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 8 years |
Note 1 - Nature of Operations_4
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Clinics in Operation Under Franchise Agreements or Company-owned or Managed (Details) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Clinics open at beginning of period | 399 | |||
Clinics in operation at the end of the period | 442 | 399 | ||
Total clinics in operation at the end of the period | 442 | 399 | 442 | 399 |
Clinic licenses sold but not yet developed | 136 | 104 | ||
Executed letters of intent for future clinic licenses | 19 | 8 | ||
Franchised Units [Member] | ||||
Clinics open at beginning of period | 352 | 309 | ||
Opened or Purchased during the period | 47 | 41 | ||
Acquired or sold during the period | (1) | 6 | ||
Closed during the period | (4) | (4) | ||
Clinics in operation at the end of the period | 394 | 352 | ||
Opened during the period | 47 | 41 | ||
Acquired during the period | 1 | (6) | ||
Closed or Sold during the period | (4) | (4) | ||
Total clinics in operation at the end of the period | 352 | 352 | 394 | 352 |
Entity Operated Units [Member] | ||||
Clinics open at beginning of period | 47 | 61 | ||
Opened or Purchased during the period | ||||
Acquired or sold during the period | (1) | |||
Closed during the period | (14) | |||
Clinics in operation at the end of the period | 48 | 47 | ||
Opened during the period | ||||
Acquired during the period | 1 | |||
Closed or Sold during the period | (14) | |||
Total clinics in operation at the end of the period | 47 | 47 | 48 | 47 |
Note 1 - Nature of Operations_5
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Earnings (Loss) Per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss and comprehensive loss | $ 253,083 | $ (3,432,412) |
Basic weighted average shares (in shares) | 13,669,107 | 13,245,119 |
Effect of dilutive securities: | ||
Unvested restricted stock and stock options (in shares) | 362,609 | |
Weighted average common shares outstanding - diluted (in shares) | 14,031,717 | 13,245,119 |
Basic earnings (loss) per share (in dollars per share) | $ 0.02 | $ (0.26) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.02 | $ (0.26) |
Restricted Stock [Member] | ||
Effect of dilutive securities: | ||
Anti-dilutive securities (in shares) | 24,180 | 63,700 |
Employee Stock Option [Member] | ||
Effect of dilutive securities: | ||
Anti-dilutive securities (in shares) | 651,036 | 1,003,916 |
Warrant [Member] | ||
Effect of dilutive securities: | ||
Anti-dilutive securities (in shares) | 90,000 |
Note 1 - Nature of Operations_6
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 ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Deferred franchise costs - current portion | $ 498,000 | ||
Total current assets | $ 11,711,345 | 6,671,123 | |
Deferred franchise costs, net of current portion | 2,313,000 | ||
Deposits and other assets | 599,627 | 623,308 | |
Total assets | 23,526,352 | 18,436,059 | |
Current liabilities: | |||
Deferred franchise revenue - current portion | 1,994,000 | ||
Other current liabilities | 477,528 | 152,534 | |
Total current liabilities | 8,738,123 | 5,379,457 | |
Deferred revenue, net of current portion | 9,553,000 | ||
Total liabilities | 21,165,108 | 17,282,626 | |
Stockholders' equity: | |||
Accumulated deficit | (35,750,908) | (36,003,991) | |
Total stockholders' equity | 2,361,244 | 1,153,433 | $ 6,925,413 |
Total liabilities and stockholders' equity | 23,526,352 | 18,436,059 | |
Revenues: | |||
Revenue from Contract with Customer | 31,789,249 | 24,918,868 | |
Cost of revenues: | |||
Total cost of revenues | 4,310,249 | 3,224,238 | |
Loss from operations | 205,114 | (3,332,077) | |
Loss before income tax expense | 215,355 | (3,396,532) | |
Net loss and comprehensive loss | 253,083 | $ (3,432,412) | |
Loss per share: | |||
Basic and diluted loss per share (in dollars per share) | $ (0.26) | ||
Franchise [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | 1,688,039 | $ 1,381,784 | |
Cost of revenues: | |||
Franchise cost of revenues | 3,956,530 | 2,908,841 | |
Regional Developer Fees [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | $ 599,370 | 399,045 | |
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 | ||
Deposits and other assets | 612,000 | ||
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 | 25,164,000 | ||
Cost of revenues: | |||
Total cost of revenues | 3,312,000 | ||
Loss from operations | (3,175,000) | ||
Loss before income tax expense | (3,239,000) | ||
Net loss and comprehensive loss | $ (3,275,000) | ||
Loss per share: | |||
Basic and diluted loss per share (in dollars per share) | $ (0.25) | ||
Previously Reported [Member] | Franchise [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | $ 1,442,000 | ||
Cost of revenues: | |||
Franchise cost of revenues | 2,997,000 | ||
Previously Reported [Member] | Regional Developer Fees [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | 584,000 | ||
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 | ||
Deposits and other assets | 12,000 | ||
Total assets | 1,526,000 | ||
Current liabilities: | |||
Deferred franchise revenue - current portion | 308,000 | ||
Other current liabilities | 104,000 | ||
Total current liabilities | 412,000 | ||
Deferred revenue, net of current portion | 4,859,000 | ||
Total liabilities | 5,271,000 | ||
Stockholders' equity: | |||
Accumulated deficit | (3,745,000) | ||
Total stockholders' equity | (3,745,000) | ||
Total liabilities and stockholders' equity | 1,526,000 | ||
Revenues: | |||
Revenue from Contract with Customer | (245,000) | ||
Cost of revenues: | |||
Total cost of revenues | (88,000) | ||
Loss from operations | (157,000) | ||
Loss before income tax expense | (157,000) | ||
Net loss and comprehensive loss | $ (157,000) | ||
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 | $ (61,000) | ||
Cost of revenues: | |||
Franchise cost of revenues | (88,000) | ||
Restatement Adjustment [Member] | Regional Developer Fees [Member] | Accounting Standards Update 2014-09 [Member] | |||
Revenues: | |||
Revenue from Contract with Customer | $ (185,000) |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) - USD ($) | Apr. 06, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Contract with Customer, Liability, Total | $ 13,609,000 | $ 11,547,000 | $ 9,598,000 | |
Customer Relationships [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||
Assets and Franchise Agreement [Member] | ||||
Business Combination, Consideration Transferred, Total | $ 100,000 | |||
Contract with Customer, Liability, Total | 12,998 | $ 12,998 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Bargain Purchase Gain | 87,002 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 129,000 | 129,000 | ||
Assets and Franchise Agreement [Member] | Franchise Rights [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 85,000 | |||
Finite-Lived Intangible Asset, Useful Life | 4 years | |||
Assets and Franchise Agreement [Member] | Customer Relationships [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 44,000 | |||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||
Assets and Franchise Agreement [Member] | General and Administrative Expense [Member] | ||||
Business Combination, Acquisition Related Costs | $ 3,250 | |||
Assets and Franchise Agreement [Member] | Revenue, Net [Member] | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 226,000 | |||
Assets and Franchise Agreement [Member] | Net Income [Member] | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 96,000 |
Note 2 - Acquisitions - Purchas
Note 2 - Acquisitions - Purchase Price Allocation (Details) - USD ($) | Apr. 06, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Bargain purchase gain | $ (58,006) | ||
Assets and Franchise Agreement [Member] | |||
Property and equipment | $ 17,964 | 17,964 | |
Intangible assets | 129,000 | 129,000 | |
Favorable leases | 15,302 | $ 15,302 | |
Total assets acquired | 162,266 | ||
Deferred tax liability | (17,258) | ||
Bargain purchase gain | (58,006) | ||
Net purchase price | $ 87,002 |
Note 2 - Acquisitions - Pro For
Note 2 - Acquisitions - Pro Forma Results of Operations (Unaudited) (Details) - Assets and Franchise Agreement [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues, net | $ 31,841,993 | $ 25,151,938 |
Net income (loss) | $ 184,892 | $ (3,660,834) |
Note 3 - Revenue Disclosures -
Note 3 - Revenue Disclosures - Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Balance, contract liabilities | $ 11,547 | $ 9,598 |
Recognized as revenue during the year | (2,287) | (1,781) |
Fees received and deferred during the year | 4,349 | 3,730 |
Balance, contract liabilities | 13,609 | 11,547 |
Balance, contract assets | 2,811 | 3,023 |
Recognized as cost of revenue during the year | (631) | (477) |
Costs incurred and deferred during the year | 1,309 | 265 |
Balance, contract assets | $ 3,489 | $ 2,811 |
Note 3 - Revenue Disclosures _2
Note 3 - Revenue Disclosures - Revenue Related to Performance Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue expected to be recognized | $ 13,609 |
Note 3 - Revenue Disclosures _3
Note 3 - Revenue Disclosures - Revenue Related to Performance Obligations 2 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue expected to be recognized | $ 13,609 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue expected to be recognized | $ 2,370 |
Remaining Performance Obligation, Expected Timing of Satisfaction (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue expected to be recognized | $ 2,373 |
Remaining Performance Obligation, Expected Timing of Satisfaction (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue expected to be recognized | $ 2,247 |
Remaining Performance Obligation, Expected Timing of Satisfaction (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue expected to be recognized | $ 1,809 |
Remaining Performance Obligation, Expected Timing of Satisfaction (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue expected to be recognized | $ 1,332 |
Remaining Performance Obligation, Expected Timing of Satisfaction (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue expected to be recognized | $ 3,478 |
Remaining Performance Obligation, Expected Timing of Satisfaction (Year) |
Note 4 - Restricted Cash - Reco
Note 4 - Restricted Cash - Reconciliation of Cash, Cash Equivalents and Restricted Cash Balance (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 8,716,874 | $ 4,216,221 | |
Restricted cash | 138,078 | 103,819 | |
Total cash, cash equivalents and restricted cash | $ 8,854,952 | $ 4,320,040 | $ 3,344,258 |
Note 5 - Notes Receivable (Deta
Note 5 - Notes Receivable (Details Textual) - USD ($) | Oct. 10, 2017 | Apr. 29, 2017 | Sep. 22, 2017 | Aug. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Financing Receivable, Net, Total | $ 278,072 | |||||
Company-owned Clinic [Member] | ||||||
Financing Receivable, Net, Total | $ 278,072 | $ 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 - Notes Receivable - Sch
Note 5 - Notes Receivable - Schedule of Minimum Payments Due (Details) | Dec. 31, 2018USD ($) |
2,019 | $ 149,349 |
2,020 | 128,723 |
Total | $ 278,072 |
Note 6 - Property and Equipme_3
Note 6 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation, Total | $ 1,049,942 | $ 1,438,443 |
Capitalized Computer Software, Impairments | $ 343,000 |
Note 6 - Property and Equipme_4
Note 6 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 7,796,761 | $ 7,321,803 |
Accumulated depreciation | (4,909,002) | (3,928,349) |
Property and equipment, net | 3,658,008 | 3,800,466 |
Construction in progress | 770,249 | 407,012 |
Office Equipment [Member] | ||
Property and equipment, gross | 1,243,104 | 1,137,970 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 5,407,915 | 5,117,379 |
Software Development [Member] | ||
Property and equipment, gross | 1,145,742 | 1,066,454 |
Property Plant and Equipment, Excluding Construction in Progress [Member] | ||
Property and equipment, net | $ 2,887,759 | $ 3,393,454 |
Note 7 - Fair Value Considera_2
Note 7 - Fair Value Consideration (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial Instruments, Owned, at Fair Value, Total | $ 0 | $ 0 |
Note 8 - Intangible Assets (Det
Note 8 - Intangible Assets (Details Textual) - USD ($) | Jul. 26, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer, Including Assessed Tax | $ 31,789,249 | $ 24,918,868 | |
Amortization of Intangible Assets, Total | $ 506,298 | $ 578,880 | |
Regional Developer Rights In Las Vegas [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 26,934 | ||
Regional Developer Rights In Las Vegas [Member] | |||
Repurchase Right to Develop Franchises, Consideration | $ 278,250 |
Note 8 - Intangible Assets - In
Note 8 - Intangible Assets - Intangible Assets Acquired (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Gross Carrying Amount | $ 3,916,316 | $ 3,536,000 |
Accumulated Amortization | 2,282,256 | 1,775,958 |
Net Carrying Value | 1,634,060 | 1,760,042 |
Franchise Rights [Member] | ||
Gross Carrying Amount | 1,758,000 | 1,673,000 |
Accumulated Amortization | 921,138 | 657,943 |
Net Carrying Value | 836,862 | 1,015,057 |
Customer Relationships [Member] | ||
Gross Carrying Amount | 745,000 | 701,000 |
Accumulated Amortization | 717,498 | 674,667 |
Net Carrying Value | 27,502 | 26,333 |
Development Rights [Member] | ||
Gross Carrying Amount | 1,413,316 | 1,162,000 |
Accumulated Amortization | 643,620 | 443,348 |
Net Carrying Value | $ 769,696 | $ 718,652 |
Note 8 - Intangible Assets - Es
Note 8 - Intangible Assets - Estimated Amortization Expense (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
2,019 | $ 525,048 | |
2,020 | 508,558 | |
2,021 | 437,830 | |
2,022 | 150,411 | |
2,023 | 12,213 | |
Thereafter | ||
Total | $ 1,634,060 | $ 1,760,042 |
Note 9 - Debt (Details Textual)
Note 9 - Debt (Details Textual) | Jan. 03, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2018USD ($) |
Number of Notes Payable Delivered as a Portion of the Consideration Paid in Connection With Acquisitions | 2 | 12 | ||
Debt Instrument, Face Amount | $ 100,000 | |||
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 10 - Equity (Details Textu
Note 10 - Equity (Details Textual) - USD ($) | Jun. 01, 2018 | Nov. 14, 2014 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | May 15, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 145,792 | 295,286 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 3,617,153 | |||||||
Share Price | $ 0.45 | |||||||
Stock Repurchased During Period, Shares | 534,000 | |||||||
Stock Repurchased During Period, Value | $ 240,000 | |||||||
Treasury Stock, Retired, Cost Method, Amount | $ 791,638 | |||||||
Binomial Lattice-based Model, Fair Value, Share Price | $ 1.03 | |||||||
Binomial Lattice-based Model, Fair Value, Total | $ 551,638 | |||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 283,128 | 250,872 | ||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 292,671 | $ 210,000 | $ 292,671 | |||||
Treasury Stock, Shares, Ending Balance | 14,670 | 14,084 | ||||||
Treasury Stock, Value, Ending Balance | $ 90,856 | $ 86,045 | ||||||
Class of Warrant Or Right, Issued During Period | 90,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.125 | |||||||
Treasury Stock [Member] | ||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 283,128 | |||||||
Stock Issued During Period, Value, Treasury Stock Reissued | 127,000 | 113,000 | $ 419,728 | |||||
Common Stock [Member] | ||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | ||||||||
Option to Repurchase Shares, Change in Fair Value | (292,000) | (259,000) | ||||||
Additional Paid-in Capital [Member] | ||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 127,000 | $ 162,000 | $ (127,057) | |||||
Employee Stock Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 145,792 | 295,286 | ||||||
Allocated Share-based Compensation Expense, Total | $ 363,568 | $ 380,067 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 805,226 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 255 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 8 years | |||||||
Restricted Stock [Member] | ||||||||
Allocated Share-based Compensation Expense, Total | $ 264,862 | $ 214,304 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 36 days | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 249,586 | |||||||
Minimum [Member] | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | $ 4.92 | $ 2.65 | ||||||
Maximum [Member] | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Exercise Price | 8.25 | 5.51 | ||||||
The 2014 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,513,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 700,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,213,000 | |||||||
The 2014 Plan [Member] | Restricted Stock [Member] | Director [Member] | ||||||||
Share Price | $ 7.27 | $ 4.02 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total | $ 240,000 | $ 240,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 5,502 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||||
The 2014 Plan [Member] | Restricted Stock [Member] | Employee [Member] | ||||||||
Share Price | $ 8.25 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total | $ 141,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 17,112 |
Note 10 - Equity - Fair Value A
Note 10 - Equity - Fair Value Assumptions of Options Granted (Details) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Expected volatility | 42.00% | |
Expected dividends | 0.00% | 0.00% |
Expected term (Year) | 7 years | |
Forfeiture rate | 20.00% | 20.00% |
Minimum [Member] | ||
Expected volatility | 34.00% | |
Expected term (Year) | 5 years 182 days | |
Risk-free rate | 2.53% | 1.98% |
Maximum [Member] | ||
Expected volatility | 35.00% | |
Expected term (Year) | 7 years | |
Risk-free rate | 3.12% | 2.20% |
Note 10 - Equity - Stock Option
Note 10 - Equity - Stock Options Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Granted at Market Price, Number of Shares (in shares) | 145,792 | 295,286 | |
Employee Stock Option [Member] | |||
Outstanding, Number of Shares (in shares) | 1,003,916 | 953,075 | |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.72 | $ 4.18 | $ 3.66 |
Outstanding, Weighted Average Fair Value (in dollars per share) | $ 2.09 | $ 1.87 | $ 1.86 |
Outstanding, Weighted Average Remaining Contractual Life (Year) | 6 years 292 days | 8 years 36 days | 6 years 328 days |
Granted at Market Price, Number of Shares (in shares) | 145,792 | 295,286 | |
Granted at Market Price, Weighted Average Exercise Price (in dollars per share) | $ 7 | $ 4.31 | |
Exercised, Number of Shares (in shares) | (95,162) | (206,875) | |
Exercised, Weighted Average Exercise Price (in dollars per share) | $ 3.48 | $ 1.76 | |
Cancelled, Number of Shares (in shares) | (67,855) | (37,570) | |
Cancelled, Weighted Average Exercise Price (in dollars per share) | $ 3.37 | $ 5.11 | |
Outstanding, Number of Shares (in shares) | 986,691 | 1,003,916 | 953,075 |
Exercisable, Number of Shares (in shares) | 497,667 | ||
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.76 | ||
Exercisable, Weighted Average Fair Value (in dollars per share) | $ 2.10 | ||
Exercisable, Weighted Average Remaining Contractual Life (Year) | 6 years 292 days |
Note 10 - Equity - Restricted S
Note 10 - Equity - Restricted Stock Activity (Details) - Restricted Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Unvested (in shares) | 63,700 | 92,415 |
Awards granted (in shares) | 50,134 | 59,700 |
Awards vested (in shares) | (61,700) | (76,070) |
Awards forfeited (in shares) | (1,000) | (12,345) |
Unvested (in shares) | 51,134 | 63,700 |
Note 10 - Equity - Stock Repurc
Note 10 - Equity - Stock Repurchase Option (Details) | Dec. 31, 2013$ / shares |
Year 1 (in dollars per share) | $ 0.56 |
Year 2 (in dollars per share) | 0.68 |
Year 3 (in dollars per share) | 0.84 |
Year 4 (in dollars per share) | 1.03 |
Year 5 (in dollars per share) | 1.28 |
Year 6 (in dollars per share) | 1.59 |
Year 7 (in dollars per share) | 1.97 |
Year 8 (in dollars per share) | $ 2.45 |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ (3,900,000) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% |
Effective Income Tax Rate Reconciliation, Percent, Total | 17.50% | 1.10% |
Income Tax Examination, Penalties and Interest Expense, Total | $ 0 | $ 0 |
Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards, Total | 14,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards, Total | $ 23,100,000 | |
Open Tax Year | 2014 2015 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards, Total | $ 28,500,000 |
Note 11 - Income Taxes - Income
Note 11 - Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Federal | ||
State, net of state tax credits | 39,300 | 20,100 |
Total current provision (benefit) | 39,300 | 20,100 |
Federal | (90,000) | 13,800 |
State | 12,900 | 2,000 |
Total deferred provision (benefit) | (77,020) | 15,734 |
Total income tax provision (benefit) | $ (37,728) | $ 35,880 |
Note 11 - Income Taxes - Net De
Note 11 - Income Taxes - Net Deferred Taxes (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred revenue | $ 2,632,400 | $ 756,900 |
Deferred franchise costs | (574,100) | (281,000) |
Accrued expenses | 361,100 | 45,300 |
Goodwill - Component 1 | (194,700) | (136,500) |
Goodwill - Component 2 | 52,500 | 55,500 |
Restricted stock compensation | (30,800) | (17,900) |
Nonqualified stock options | 184,400 | 152,900 |
Deferred rent | 237,900 | 257,100 |
Lease Abandonment | 96,500 | 80,600 |
Net operating loss carryforwards | 6,175,600 | 7,061,300 |
Tax credits | 14,000 | 14,000 |
Charitable contribution carryover | 15,500 | 5,200 |
Asset basis difference related to property and equipment | 458,600 | 377,800 |
Intangibles | 435,900 | 368,100 |
9,864,800 | 8,739,300 | |
Less valuation allowance | (9,941,500) | (8,875,800) |
Net non-current deferred tax liability | $ (76,672) | $ (136,434) |
Note 11 - Income Taxes - Reconc
Note 11 - Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Expected federal tax expense (benefit), amount | $ 45,200 | $ (1,100,000) |
Expected federal tax expense (benefit), percentage | (21.00%) | (34.00%) |
State tax provision, net of federal benefit, amount | $ (57,000) | $ (140,200) |
State tax provision, net of federal benefit, percentage | 26.50% | (4.30%) |
Effect of increase in valuation allowance, amount | $ 22,600 | $ (2,741,300) |
Effect of increase in valuation allowance, percentage | 10.50% | 84.70% |
Other permanent differences, amount | $ 13,200 | $ 16,700 |
Other permanent differences, percentage | (6.10%) | 0.50% |
Stock Compensation, amount | $ (40,800) | $ (131,879) |
Stock compensation, percentage | 18.90% | (4.10%) |
Impact of enacted tax reform, amount | $ 3,946,100 | |
Impact of enacted tax reform, percentage | 0.00% | 122.00% |
State deferred tax true up, amount | $ 185,000 | |
State deferred tax true up, percentage | 0.00% | 5.70% |
Bargain purchase gain, amount | $ (16,100) | |
Bargain purchase gain, percentage | 7.50% | 0.00% |
Return to provision adjustments, amount | $ (4,900) | |
Return to provision adjustments, percentage | 2.20% | 0.00% |
Other, net, amount | $ 1,500 | |
Other, net, percentage | 0.00% | 0.00% |
Total income tax provision (benefit) | $ (37,728) | $ 35,880 |
Provision (benefit), percentage | 17.50% | 1.10% |
Note 11 - Income Taxes - Uncert
Note 11 - Income Taxes - Uncertain Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Uncertain tax benefit, tax | $ 13,200 | |
Uncertain tax benefit, interest and penalties | 26,800 | |
Gross decreases - tax positions in prior period | (13,200) | |
Gross decreases - tax positions in prior period | (26,800) | |
Uncertain tax benefit, tax | ||
Uncertain tax benefit, interest and penalties |
Note 12 - Related Party Trans_2
Note 12 - Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Shareholder [Member] | ||
Related Party Transaction, Amounts of Transaction | $ 260,000 | $ 205,000 |
Note 13 - Commitments and Con_3
Note 13 - Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Leases, Rent Expense, Net, Total | $ 2,844,010 | $ 2,808,837 |
Note 13 - Commitments and Con_4
Note 13 - Commitments and Contingencies - Summary of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2018USD ($) |
2,019 | $ 2,630,443 |
2,020 | 2,406,645 |
2,021 | 2,299,887 |
2,022 | 2,195,077 |
2,023 | 1,474,396 |
Thereafter | 2,772,575 |
Total | $ 13,779,023 |
Note 13 - Commitments and Con_5
Note 13 - Commitments and Contingencies - Lease Exit Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Lease exit liability at December 31, 2017 | $ 299,400 | |
Additions or changes in estimates | 250,704 | $ 900,000 |
Settlements | (153,220) | |
Net accretion | (48,885) | |
Lease exit liability at December 31, 2018 | $ 347,999 | $ 299,400 |
Note 14 - Segment Reporting (De
Note 14 - Segment Reporting (Details Textual) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017USD ($) | |
Number of Operating Segments | 2 | |
Number of Stores | 442 | 399 |
Reclassified From Unallocated Corporate Loss on Disposition/Impairment to Corporate Clinic Segment Operating Loss [Member] | Nine Months Ended September 30, 2017 [Member] | ||
Prior Period Reclassification Adjustment | $ 418,000 | |
Corporate Clinics [Member] | ||
Number of Stores | 48 |
Note 14 - Segment Reporting - S
Note 14 - Segment Reporting - Segment Reporting Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 31,789,000 | $ 24,918,000 |
Operating income (loss) | 205,114 | (3,332,077) |
Depreciation and amortization | 1,556,240 | 2,017,323 |
Bargain purchase gain | 58,006 | |
Other (expense) income, net | (47,765) | (64,455) |
Loss before income tax expense | 215,355 | (3,396,532) |
Operating Segments [Member] | ||
Operating income (loss) | 9,621,000 | 4,382,000 |
Corporate, Non-Segment [Member] | ||
Operating income (loss) | (9,416,000) | (7,714,000) |
Corporate Clinics [Member] | ||
Revenues | 14,673,000 | 11,124,000 |
Operating income (loss) | 1,537,000 | (1,704,000) |
Depreciation and amortization | 1,105,000 | 1,608,000 |
Franchise Operations [Member] | ||
Revenues | 17,116,000 | 13,794,000 |
Operating income (loss) | 8,084,000 | 6,086,000 |
Depreciation and amortization | ||
Corporate Segment [Member] | ||
Depreciation and amortization | $ 451,000 | $ 409,000 |
Note 14 - Segment Reporting -_2
Note 14 - Segment Reporting - Segment Reporting Information, Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Total assets | $ 23,526,352 | $ 18,436,059 | |
Unallocated cash and restricted cash | 8,716,874 | 4,216,221 | |
Unallocated property and equipment | 3,658,008 | 3,800,466 | |
Operating Segments [Member] | |||
Total assets | 13,381,000 | 12,886,000 | |
Unallocated cash and restricted cash | 8,855,000 | 4,320,000 | |
Unallocated property and equipment | 487,000 | 765,000 | |
Other unallocated assets | 803,000 | 465,000 | |
Corporate Clinics [Member] | |||
Total assets | 8,926,000 | 8,998,000 | |
Franchise Operations [Member] | |||
Total assets | $ 4,455,000 | $ 3,888,000 |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | Mar. 04, 2019 | Feb. 04, 2019 |
Repurchase of a Developed Franchise [Member] | ||
Payments to Acquire Intangible Assets | $ 681,500 | |
Undeveloped Franchises [Member] | ||
Payments to Acquire Intangible Assets | $ 290,000 |