Annual report [Section 13 and 15(d), not S-K Item 405]

Nature of Operations and Summary of Significant Accounting Policies (Tables)

v3.25.4
Nature of Operations and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Schedule of Franchisor Disclosure
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, 2025 and 2024. All company-owned or managed clinics operations are recorded as discontinued operations:
Year Ended December 31,
Franchised clinics: 2025 2024
Clinics open at beginning of year 842  800 
Opened during the year 29  57 
Acquired during the year 41  3 
Sold during the year —  — 
Closed during the year (27) (18)
Clinics in operation at the end of the year 885  842 
Year Ended December 31,
Company-owned or managed clinics: 2025 2024
Clinics open at beginning of year 125  135 
Opened during the year —  — 
Acquired during the year —  — 
Sold during the year (41) (3)
Closed during the year (9) (7)
Clinics in operation at the end of the year 75  125 
Total clinics in operation at the end of the year 960  967 
Clinic licenses sold but not yet developed 82  92 
Executed letters of intent for future clinic licenses 57  53 
Schedule of Variable Interest Entities
VIE net income (including the management fee) for the years ended December 31, 2025 and 2024 is included in Income (loss) from discontinued operations before income tax expense and income tax expense from discontinued operations in the consolidated income statements as follows:
Year Ended December 31,
2025 2024
Income from discontinued operations before income tax expense 1,011,689  1,641,325 
Income tax expense from discontinued operations 25,207  210,263 
Net income 986,482  1,431,062 

The carrying amount of the VIEs’ assets and liabilities is included in discontinued operations as of December 31, 2025 and 2024 in the consolidated balance sheets as follows:

December 31,
2025		 December 31,
2024
Discontinued operations current assets $ 994,138  $ 1,087,203 
Discontinued operations current liabilities 6,079,903  7,125,071 
Schedule of Reconciliation of Accounts Receivable Allowance for Credit Losses
The following table provides a rollforward of the activity related to our allowance for credit losses:
Allowance for credit losses
Balance at December 31, 2023 $ — 
Bad debt expense recognized during the year 220,893 
Write-off of uncollectible amounts — 
Balance at December 31, 2024 $ 220,893 
Bad debt expense recognized during the year 286,232 
Write-off of uncollectible amounts (77,638)
Balance at December 31, 2025 $ 429,487 
Schedule of Net Loss (Gain) on Disposition or Impairment Related to Continuing Operations During the year ended December 31, 2024, certain long-lived asset groups were determined to not be recoverable and were written down from their carrying values to their respective fair values resulting in the following non-cash impairment losses which are included in Net loss on disposition or impairment related to continuing operations. Net impairment losses on long-lived assets were not material for the year ended December 31, 2025.
Year Ended December 31, 2024
Carrying Value Fair Value Net loss on disposition or impairment related to continuing operations
Property and equipment, net $ 57,959  $ 40,872  $ 17,087 
Operating lease right-of-use asset 703,682  667,314  36,368 
Intangible assets, net 12,564  —  12,564 
Total Net loss on disposition or impairment related to continuing operations $ 66,019 
Schedule of Impairment Losses and Disposal Gains and Losses Recorded in (Loss) Income from Discontinued Operations
During the year ended December 31, 2024, certain long-lived asset groups classified as held and used were determined to not be recoverable were written down from their carrying values to their respective fair values resulting in the following non-cash impairment losses which are included in Income (loss) from discontinued operations before income tax expense in the consolidated income statements.
Year Ended December 31, 2024
Carrying Value Fair Value Net loss on disposition or impairment related to discontinued operations
Property and equipment, net $ 3,929,036  $ 2,755,318  $ 1,173,718 
Operating lease right-of-use asset 5,779,712  4,347,457  1,432,255 
Intangible assets, net 298,510  252,746  45,764 
Total Net loss on disposition or impairment related to discontinued operations $ 2,651,737 
As a result of its evaluation of the recoverability of the carrying value of the assets and liabilities held for sale relative to the clinics estimated fair values, we recorded an estimated net loss on disposal, which is included in Income (loss) from discontinued operations before income tax expense in the consolidated income statements:
Year Ended
December 31,
2025 2024
Net loss on disposition or impairment related to discontinued operations $ 2,734,726  $ 4,540,530 
The following table shows the composition of our impairment losses and disposal gains and losses recorded in Income (loss) from discontinued operations before income tax expense for the years ended December 31, 2025 and 2024:
Year Ended
December 31,
2025 2024
Impairment on long-lived assets held for use
Property and equipment, net $ —  $ 1,173,718 
Operating lease right-of-use asset —  1,432,255 
Intangible assets, net —  45,764 
Impairment on assets held for sale
Assets held for sale 2,734,726  4,540,530 
Loss on disposal of assets other than by sale
Property and equipment, net 383,311  161,057 
Operating lease right-of-use asset 1,396,870  406,038 
Loss (gain) on the sale of assets 926,103  (44,807)
Total net loss on disposition or impairment related to discontinued operations $ 5,441,010  $ 7,714,555 
The key components of Net income (loss) from discontinued operations that were included in our consolidated income statements are as follows:
Year Ended December 31,
2025 2024
Revenues:
Revenues from company-owned or managed clinics $ 54,038,508  $ 69,982,344 
Total revenues 54,038,508  69,982,344 
Cost of revenues:
IT cost of revenues 20,971  47,817 
Total cost of revenues 20,971  47,817 
Selling and marketing expenses 5,755,830  7,850,616 
Depreciation and amortization 69,558  3,350,748 
General and administrative expenses 39,450,918  54,988,780 
Total selling, general and administrative expenses 45,276,306  66,190,144 
Net loss on disposition or impairment from discontinued operations 5,441,010  7,714,555 
Income (loss) from discontinued operations 3,300,221  (3,970,172)
Other expense, net 99,592  2,114 
Income (loss) before income tax expense 3,200,629  (3,972,286)
Income tax expense from discontinued operations 25,207  210,263 
Net income (loss) from discontinued operations $ 3,175,422  $ (4,182,549)
The following table summarizes the major classes of assets and liabilities of discontinued operations that were included in our consolidated balance sheets:
December 31,
2025		 December 31,
2024
ASSETS
Accounts receivable $ 315,201  $ 2,484,248 
Prepaid expenses and other assets 581,504  549,605 
Assets held for sale 20,051,965  38,395,986 
Property and equipment, net 67,779  208,074 
Deferred tax assets (attributable to VIEs) 994,138  1,087,204 
Deposits and other assets 235,731  425,938 
Total assets, discontinued operations $ 22,246,318  $ 43,151,055 
LIABILITIES
Accounts payable $ 83,503  $ 67,107 
Accrued expenses 2,519,433  5,066,941 
Payroll liabilities ($0.6 million and $0.9 million attributable to VIEs, respectively)
 988,865  2,333,335 
Operating lease liability 651,844  153,517 
Finance lease liability —  38,015 
Other current liabilities (attributable to VIEs) 756,483  1,079,441 
Liabilities to be disposed of ($4.7 million and $5.2 million attributable to VIEs, respectively)
 16,368,318  28,629,103 
Total liabilities, discontinued operations $ 21,368,446  $ 37,367,459 
The key components of cash flows from discontinued operations are as follows:
Year Ended December 31,
2025 2024
Significant operating and investing non-cash items
Depreciation and amortization $ 69,558  $ 3,350,748 
Net loss on disposition or impairment 5,441,010  7,714,555 
Capital expenditures
Purchase of property and equipment 84,256  664,423 
The principal components of the held for sale assets and liabilities to be disposed of as of December 31, 2025 and 2024 were as follows:

December 31, 2025 December 31, 2024
ASSETS
Property and equipment, net
$ 4,497,545  $ 8,457,627 
Operating lease right-of-use asset 14,111,081  19,643,917 
Intangible assets, net 4,288,265  6,906,807 
Goodwill 3,482,718  8,459,238 
Valuation allowance (6,327,644) (5,071,603)
Total assets held for sale $ 20,051,965  $ 38,395,986 
LIABILITIES
Operating lease liability $ 11,065,542  $ 20,526,714 
Deferred revenue from company-owned or managed clinics 5,302,776  8,102,389 
Total liabilities to be disposed of $ 16,368,318  $ 28,629,103 
Schedule of Earnings (Loss) per Common Share
Year Ended December 31,
2025 2024
Net loss from continuing operations $ (268,157) $ (1,614,344)
Net income (loss) from discontinued operations 3,175,422  (4,182,549)
Net income (loss) $ 2,907,265  $ (5,796,893)
Weighted average common shares outstanding — basic 15,134,215  14,919,091 
Effect of dilutive securities:
Unvested restricted stock and stock options 52,653  228,156 
Weighted average common shares outstanding — diluted 15,186,868  15,147,247 
Earnings (loss) per share:
Basic earnings (loss) per share:
Continuing operations $ (0.02) $ (0.11)
Discontinued operations 0.21  (0.28)
Net earnings (loss) per share 0.19  (0.39)
Diluted earnings (loss) per share
Continuing operations $ (0.02) $ (0.11)
Discontinued operations 0.21  (0.28)
Net earnings (loss) per share 0.19  (0.38)
Potentially dilutive securities excluded from the calculation of diluted net income (loss) per common share as the effect would be anti-dilutive were as follows:
Year Ended December 31,
2025 2024
Stock options 71,030  87,651