These unaudited financial statements represent the condensed consolidated financial statements of The Joint Corp. (“The Joint”), its variable interest entities (“VIEs”), and its wholly owned subsidiary, The Joint Corporate Unit LLC (collectively, the “Company”). These unaudited condensed consolidated financial statements should be read in conjunction with The Joint Corp. and Subsidiary and Affiliates consolidated financial statements and the notes thereto as set forth in The Joint’s Form -K, which included all disclosures required by generally accepted accounting principles (“GAAP”) and the “” note below. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the Company’s financial position on a consolidated basis and the consolidated results of operations, equity and cash flows for the interim periods presented. The results of operations for the periods ended and are necessarily indicative of expected operating results for the full year. The information presented throughout the document as of and for the periods ended and is unaudited.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets, liabilities, revenue, costs, expenses and other (expenses) income that are reported in the condensed consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results be different from these estimates. For a discussion of significant estimates and judgments made in recognizing revenue and accounting for leases, see Note   and Note , respectively

 

 

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. The PCs are VIEs as defined by Accounting Standards Codification Consolidations (“ASC ). During the quarter of the Company reassessed the governance structure and operating procedures of the PCs and determined that the Company has the power to control certain significant non-clinical activities of the PCs, as defined by ASC Therefore, the Company is the primary beneficiary of the VIEs, and per ASC must consolidate the VIEs. Prior to the Company did consolidate the PCs. The Company has concluded the previous accounting policy to consolidate the PCs was an immaterial error and has determined that the PCs should be consolidated. The adjustments resulted in an increase to revenues from company clinics and a corresponding increase to general and administrative expenses. The adjustments had impact on net income (loss), except when the PCs had sold treatment packages and wellness plans. Revenue from these treatment packages and wellness plans are now deferred and will be recognized when patients use their visits. The Company has corrected this immaterial error by restating the condensed consolidated financial statements and related notes included herein. 

 

The immaterial impacts of this error correction in the and months ended and the fiscal year ended are as follows:

 

		Three Months Ended				Adjustments Due To				Three Months Ended
		September 30, 2018				VIE Consolidation				September 30, 2018
		(as reported)								(as adjusted)
Revenues:
Revenues from company-owned or managed clinics		$	3,674,704				1,179,137			$	4,853,841
Total revenues			8,062,550				1,179,137				9,241,687
General and administrative expenses			5,242,026				1,234,877				6,476,903
Total selling, general and administrative expenses			6,825,890				1,234,877				8,060,767
Loss from operations			(191,302	)			(55,740	)			(247,042	)
Loss before income tax benefit (expense)			(201,974	)			(55,740	)			(257,714	)
Net loss and comprehensive loss		$	(151,803	)			(55,740	)		$	(207,543	)
Loss per share:
Basic and diluted loss per share		$	(0.01	)			(0.01	)		$	(0.02	)
Basic and diluted weighted average shares			13,727,712				-				13,727,712

		Nine Months Ended				Adjustments Due To				Nine Months Ended
		September 30, 2018				VIE Consolidation				September 30, 2018
		(as reported)								(as adjusted)
Revenues:
Revenues from company-owned or managed clinics		$	10,352,013				3,976,139			$	14,328,152
Total revenues			22,717,298				3,976,139				26,693,437
General and administrative expenses			14,973,261				3,639,840				18,613,101
Total selling, general and administrative expenses			19,745,484				3,639,840				23,385,324
Loss from operations			(731,743	)			336,299				(395,444	)
Other income (expense):
Bargain purchase gain			75,264				(44,809	)			30,455
Total other income (expense)			42,682				(44,809	)			(2,127	)
Loss before income tax benefit (expense)			(689,061	)			291,490				(397,571	)
Net loss and comprehensive loss		$	(581,486	)			291,490			$	(289,996	)
Loss per share:
Basic and diluted loss per share		$	(0.04	)			0.02			$	(0.02	)
Basic and diluted weighted average shares			13,646,599				-				13,646,599

 

 

		December 31,				Adjustments Due To				December 31,
		2018				VIE Consolidation				2018
ASSETS		(as reported)								(as adjusted)
Current assets:
Accounts receivable, net			1,213,707				(407,357	)			806,350
Total current assets			11,711,345				(407,357	)			11,303,988
Goodwill			2,916,426				308,719				3,225,145
Total assets		$	23,526,352			$	(98,639	)		$	23,427,713
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Deferred revenue from company clinics			994,493				1,535,004				2,529,497
Total current liabilities			8,738,123				1,535,004				10,273,127
Total liabilities			21,165,108				1,535,004				22,700,112
Commitments and contingencies
Equity:
The Joint Corp. stockholders' equity:
Accumulated deficit			(35,750,908	)			(1,633,543	)			(37,384,451	)
Total The Joint Corp. stockholders' equity			2,361,244				(1,633,543	)			727,701
Non-controlling Interest			-				(100	)			(100	)
Total equity			2,361,244				(1,633,643	)			727,601
Total liabilities and equity		$	23,526,352			$	(98,639	)		$	23,427,713

 

 

The accompanying condensed consolidated financial statements include the accounts of The Joint and its wholly owned subsidiary, The Joint Corporate Unit LLC, which was dormant for all periods presented. The Company consolidates VIEs in which the Company is the primary beneficiary in accordance with ASC Non-controlling interests represent -party equity ownership interests in VIEs.

 

All significant inter-affiliate accounts and transactions between The Joint and its VIEs have been eliminated in consolidation. Certain balances were reclassified from regional developer fees to other revenues for the and months ended to conform to the current year presentation.

 

 

Net income (loss) and comprehensive income (loss) are the same for the and months ended and

  

 

The Joint, a Delaware corporation, was formed on for the principal purpose of franchising, developing and managing chiropractic clinics, selling regional developer rights and supporting the operations of 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.  

 

The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed clinics for the and months ended and

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
Franchised clinics:		2019				2018				2019				2018
Clinics open at beginning of period			417				365				394				352
Opened during the period			21				10				47				25
Sold during the period			(6	)			-				(7	)			(1	)
Closed during the period			(2	)			(1	)			(4	)			(2	)
Clinics in operation at the end of the period			430				374				430				374

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
Company-owned or managed clinics:		2019				2018				2019				2018
Clinics open at beginning of period			51				48				48				47
Opened during the period			1				-				4				-
Acquired during the period			6				-				7				1
Closed during the period			-				-				(1	)			-
Clinics in operation at the end of the period			58				48				58				48
Total clinics in operation at the end of the period			488				422				488				422
Clinic licenses sold but not yet developed			179				126				179				126
Executed letters of intent for future clinic licenses			29				12				29				12

 

An entity deemed to hold the controlling interest in a voting interest entity or deemed to be the primary beneficiary of a 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.

 

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. 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. Such PCs are VIEs, as fees paid by the PCs to the Company as its management service provider are considered variable interests because they are liabilities on the PC’s books and the fees do meet all the following criteria: ) The fees are compensation for services provided and are commensurate with the level of effort required to provide those services; ) The decision maker or service provider does hold other interests in the VIE that individually, or in the aggregate, would absorb more than an insignificant amount of the VIE’s expected losses or receive more than an insignificant amount of the VIE’s expected residual returns; ) The service arrangement includes only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated at arm’s length. During the quarter of the Company reassessed the governance structure and operating procedures of the PCs and determined that the Company has the power to control certain significant non-clinical activities of the PCs, as defined by ASC Therefore, the Company is the primary beneficiary of the VIEs, and per ASC must consolidate the VIEs. The carrying amount of VIE assets and liabilities are immaterial as of

 

 

The Company considers all highly liquid instruments purchased with an original maturity of months or less to be cash equivalents. The Company continually monitors its positions with, and credit quality of, the financial institutions with which it invests. As of the balance sheet date and periodically throughout the period, the Company has maintained balances in various operating accounts in excess of federally insured limits. The Company has invested substantially all its cash in short-term bank deposits. The Company had cash equivalents as of and

  

 

Restricted cash relates to cash that franchisees and company-owned or managed clinics contribute to the Company’s National Marketing Fund and cash that franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed by franchisees to the National Marketing Fund is to be used in accordance with the Company’s Franchise Disclosure Document with a focus on regional and national marketing and advertising. 

 

 

Accounts receivable primarily represent amounts due from franchisees for 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 and the Company had an allowance for doubtful accounts of

  

 

Deferred franchise costs represent commissions that are direct and incremental to the Company and are paid in conjunction with the sale of a franchise license. These costs are recognized as an expense, in franchise cost of revenues when the respective revenue is recognized, which is generally over the term of the related franchise agreement.

 

 

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 to years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the assets.

 

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.

  

 

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, which is generally years.

 

The Company adopted the guidance of Accounting Standards Codification – Leases (“ASC ) on which requires lessees to recognize a right-of-use ("ROU") asset and lease liability for all leases. The Company elected the package of transition practical expedients for existing contracts, which allowed us to carry forward our historical assessments of whether contracts are or contain leases, lease classification and determination of initial direct costs.

 

The Company leases property and equipment under operating and finance leases. The Company leases its corporate office space and the space for each of the company-owned or managed clinic in the portfolio. Determining the lease term and amount of lease payments to include in the calculation of the ROU asset and lease liability for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and if the optional period and payments should be included in the calculation of the associated ROU asset and liability. In making this determination, all relevant economic factors are considered that would compel the Company to exercise or exercise an option. When available, the Company uses the rate implicit in the lease to discount lease payments; however, the rate implicit in the lease is readily determinable for substantially all of its leases. In such cases, the Company estimates its incremental borrowing rate as the interest rate it would pay to borrow an amount equal to the lease payments over a similar term, with similar collateral as in the lease, and in a similar economic environment. The Company estimates these rates using available evidence such as rates imposed by -party lenders to the Company in recent financings or observable risk-free interest rate and credit spreads for commercial debt of a similar duration, with credit spreads correlating to the Company’s estimated creditworthiness.

 

For operating leases that include rent holidays and rent escalation clauses, the Company recognizes lease expense on a straight-line basis over the lease term from the date it takes possession of the leased property. Pre-opening costs are recorded as incurred in general and administrative expenses. The Company records the straight-line lease expense and any contingent rent, if applicable, in general and administrative expenses on the condensed consolidated statements of operations. Many of the Company’s leases also require it to pay real estate taxes, common area maintenance costs and other occupancy costs which are also included in general and administrative expenses on the condensed consolidated statements of operations.

 

 

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 generally range from to years. In the case of regional developer rights, the Company generally amortizes the re-acquired regional developer rights over years. The fair value of customer relationships is amortized over their estimated useful life of  years. 

 

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 amortized but are subject to annual impairment tests. As required, the Company performs an annual impairment test of goodwill as of the day of the quarter or more frequently if events or circumstances change that would more likely than reduce the fair value of a reporting unit below its carrying value. impairments of goodwill were recorded for the and months ended and

 

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset be recovered. The Company looks primarily to estimated undiscounted future cash flows in its assessment of whether or long-lived assets are recoverable. impairments of long-lived assets were recorded for the and months ended and

 

 

The Company has established an advertising fund for national/regional marketing and advertising of services offered by its clinics. The monthly marketing fee is of clinic sales. The Company segregates the marketing funds collected which are included in restricted cash on its consolidated balance sheets. As amounts are expended from the fund, the Company recognizes a related expense.

 

 

Some franchises have established regional Co-Ops for advertising within their local and regional markets. The Company maintains a custodial relationship under which the marketing funds collected are segregated and used for the purposes specified by the Co-Ops’ officers. The marketing funds are included in restricted cash on the Company’s condensed consolidated balance sheets.

 

 

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.

 

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 or manages 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.  The Company recognizes a contract liability (or a deferred revenue liability) related to the prepaid treatment plans for which the Company has an ongoing performance obligation. The Company recognizes this contract liability, and recognizes revenue, as the patient consumes his or her visits related to the package and the Company transfers its services. Based on a historical lag analysis, the Company concluded that any remaining contract liability that exists after months from transaction date will be deemed breakage, and only at that point when the likelihood of the patient exercising his or her remaining rights becomes remote will the Company recognize any breakage revenue.

 The Company collects royalties, as stipulated in the franchise agreement, equal to of gross sales, and a marketing and advertising fee currently equal to of gross sales. Royalties, including franchisee contributions to advertising funds, are calculated as a percentage of clinic sales over the term of the franchise agreement. The franchise agreement royalties, inclusive of advertising fund contributions, represent sales-based royalties that are related entirely to the Company’s performance obligation under the franchise agreement and are recognized as franchisee clinic level sales occur. Royalties are collected bi-monthly working days after each sales period has ended.

 

 The Company requires the entire non-refundable initial franchise fee to be paid upon execution of a franchise agreement, which typically has an initial term of years. Initial franchise fees are recognized ratably on a straight-line basis over the term of the franchise agreement.  The Company’s services under the franchise agreement include: training of franchisees and staff, site selection, construction/vendor management and ongoing operations support. The Company provides financing to franchisees and offers guarantees on their behalf. The services provided by the Company are highly interrelated with the franchise license and as such are considered to represent a single performance obligation.

 

  The Company collects a monthly fee for use of its proprietary chiropractic software, computer support, and internet services support. These fees are recognized ratably on a straight-line basis over the term of the respective franchise agreement.

 

. During the Company established a regional developer program to engage independent contractors to assist in developing specified geographical regions. Under the historical program, regional developers paid a license fee for each franchise they received the right to develop within the region. In the program was revised to grant exclusive geographical territory and establish a minimum development obligation within that defined territory. Regional developer fees paid to the Company are non-refundable and are recognized as revenue ratably on a straight-line basis over the term of the regional developer agreement, which is considered to begin upon the execution of the agreement. The Company’s services under regional developer agreements include site selection, grand opening support for the clinics, sales support for identification of qualified franchisees, general operational support and marketing support to advertise for ownership opportunities. The services provided by the Company are highly interrelated with the development of the territory and the resulting franchise licenses sold by the regional developer and as such are considered to represent a single performance obligation. In addition, regional developers receive fees which are funded by the initial franchise fees collected from franchisees upon the sale of franchises within their exclusive geographical territory and a royalty of of sales generated by franchised clinics in their exclusive geographical territory. Fees related to the sale of franchises within their exclusive geographical territory are initially deferred as deferred franchise costs and are recognized as an expense in franchise cost of revenues when the respective revenue is recognized, which is generally over the term of the related franchise agreement. Royalties of of sales generated by franchised clinics in their regions are also recognized as franchise cost of revenues as franchisee clinic level sales occur.

 

The Company entered into regional developer agreement for the months ended for which it received approximately which was deferred as of the transaction date and will be recognized as revenue ratably on a straight-line basis over the term of the regional developer agreement, which is considered to begin upon the execution of the agreement. Certain of these regional developer agreements resulted in the regional developer acquiring the rights to existing royalty streams from clinics already open in the respective territory. In those instances, the revenue associated from the sale of the royalty stream is being recognized over the remaining life of the respective franchise agreements.

 

Advertising costs are expensed as incurred. Advertising expenses were and for the and months ended respectively. Advertising expenses were and for the and months ended respectively.

 

The Company uses an estimated annual effective tax rate method in computing its interim tax provision. This effective tax rate is based on forecasted annual pre-tax income, permanent tax differences and statutory tax rates. Deferred income taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate principally to depreciation of property and equipment, amortization of goodwill, accounting for leases and stock-based compensation 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 that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits and expenses recognized in the condensed consolidated financial statements from such a position based on the largest benefit that has a greater than likelihood of being realized upon ultimate resolution. The Company has identified any material uncertain tax positions as of and Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses.

 

The Company's tax returns for tax years subject to examination by tax authorities included through the current period for state and through the current period for federal reporting purposes.

 

 

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 per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options.

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2019				2018				2019				2018
						(as adjusted)								(as adjusted)
Net Income (loss)		$	616,980			$	(207,543	)		$	2,031,887			$	(289,996	)
Weighted average common shares outstanding - basic			13,846,045				13,727,712				13,798,593				13,646,599
Effect of dilutive securities:
Unvested restricted stock and stock options			680,493				-				643,610				-
Weighted average common shares outstanding - diluted			14,526,538				13,727,712				14,442,203				13,646,599
Basic earnings (loss) per share		$	0.04			$	(0.02	)		$	0.15			$	(0.02	)
Diluted earnings (loss) per share		$	0.04			$	(0.02	)		$	0.14			$	(0.02	)

 

Potentially dilutive securities excluded from the calculation of diluted net income per common share as the effect would be anti-dilutive were as follows:

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
Weighted average potentially dilutive securities:		2019				2018				2019				2018
Unvested restricted stock			-				-				-				-
Stock options			2,815				-				49,367				-

 

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 the closing price on the date of the grant and the grant-date fair value of stock options using the Black-Scholes-Merton model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including 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. 

 

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 revenue recognition related to breakage, classification of deferred franchise costs, calculation of ROU assets and liabilities related to leases, realizability of deferred tax assets, impairment of goodwill and intangible assets and purchase price allocations and related valuations.

 

 

On the Company adopted ASC which requires lessees to recognize a ROU asset and lease liability on their balance sheet for all leases with terms beyond months. The new standard also requires enhanced disclosures that provide more transparency and information to financial statement users about lease portfolios. Effective the Company adopted the requirements of ASC using the modified retrospective approach using the optional transition method and elected to apply the provisions of the standard as of the adoption date rather than the earliest date presented. The consolidated financial statements for the period ended are presented under the new standard, while comparative periods presented have been adjusted and continue to be reported in accordance with the previous standard.

 

During the process of adoption, the Company made the following elections:

 

 

 

 

 

 

 

 

The adoption of ASC does materially impact the Company’s results of operations other than recognition of the operating lease ROU asset and lease liability. See Note for additional disclosures required by ASC

 

The Company reviewed other newly issued accounting pronouncements and concluded that they either are applicable to the Company's operations or that material effect is expected on the Company's financial statements upon future adoption.