The accompanying consolidated financial statements include the accounts of The Joint Corp. and its wholly-owned subsidiary, The Joint Corporate Unit LLC (collectively, the “Company”), which was dormant for all periods presented.

 

All significant intercompany accounts and transactions between The Joint Corp. and its subsidiary have been eliminated in consolidation. Certain balances were reclassified from general and administrative expenses to other expense, net, as well as certain balances from other revenues to revenues and management fees from company clinics for the year ended to conform to the current year presentation and align with the segment footnote presentation.

 

 Net loss and comprehensive loss are the same for the years ended and

 

The Joint Corp., a Delaware corporation, was formed on 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.

 

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

 

		Year Ended  December 31,
Franchised clinics:		2017				2016
Clinics open at beginning of period			309				265
Opened or purchased during the period			41				56
Acquired or sold during the period			6				(6	)
Closed or sold during the period			(4	)			(6	)
Clinics in operation at the end of the period			352				309

 

		Year Ended  December 31,
Company-owned or managed clinics:		2017				2016
Clinics open at beginning of period			61				47
Opened during the period			-				8
Acquired during the period			-				6
Closed or sold during the period			(14	)			-
Clinics in operation at the end of the period			47				61
Total clinics in operation at the end of the period			399				370
Clinics licenses sold but not yet developed			104				115
Executed letters of intent for future clinic licenses			8				-

 

 

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 hold the controlling interest and are the primary beneficiary are accounted for under the equity method.

 

Certain states, in which the Company manages clinics, regulate the practice of chiropractic care and require that chiropractic services be provided by legal entities organized under state laws as professional corporations or PCs. Such PCs are VIEs. In these states, the Company has entered into management services agreements with PCs under which the Company provides, on an exclusive basis, all non-clinical services of the chiropractic practice. The Company has analyzed its relationship with the PCs and has determined that the Company does have the power to direct the activities of the PCs. As such, the activity of the PCs is included in the Company’s consolidated financial statements

 

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 had cash equivalents as of and

 

 

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.

 

 

From time to time, the Company grants credit in the normal course of business to franchisees and PCs related to the collection of royalties and other operating revenues. The Company periodically performs credit analysis and monitors the financial condition of the franchisees and PCs to reduce credit risk. As of and PC entity and franchisees represented and respectively, of outstanding accounts receivable. The Company did have any customers that represented greater than of its revenues during the years ended and

 

 

Accounts receivable represent amounts due from franchisees for initial franchise fees, royalty fees, marketing and advertising expenses and amounts due from PCs for which the Company performs management services for the repayment of working capital advances. The Company considers an allowance for doubtful accounts based on the creditworthiness of the franchisee or named entity. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is management’s best estimate of uncollectible amounts and is determined based on specific identification and historical performance that the Company tracks on an ongoing basis. The losses ultimately could differ materially in the near term from the amounts estimated in determining the allowance. As of and the Company had an allowance for doubtful accounts of and respectively. During the year ended the Company recovered of accounts receivable that had previously been deemed uncollectible.

 

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 the Company determined that certain working capital advances from its PC entities in Illinois and New York were longer collectible as a result of the sale or closure of the related clinics. Accordingly, the Company wrote-off approximately of accounts receivable to loss on disposition or impairment related to these entities during the year ended The Company wrote-off of accounts receivable to loss on disposition or impairment related to these entities during the year ended

  

 

Deferred franchise costs represent commissions that are paid in conjunction with the sale of a franchise and are expensed when the respective revenue is recognized, which is generally upon the opening of a clinic.

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the 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 the consolidated statement of operations.

 

 

The Company capitalizes certain software development costs. These capitalized costs are primarily related to proprietary software used by clinics for operations and by the Company for the management of operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized as assets in progress until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Software developed is recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, generally years.

 

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 to years. The Company amortizes the acquired regional developer rights over years. The fair value of customer relationships is amortized over their estimated useful life of  years.

 

The Company recorded an impairment charge of during the year ended related to closure of an acquired clinic in New York. impairment was recorded for the year ended

 

 

Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired in the acquisitions discussed in Note   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.

 

The Company recorded an impairment charge of during the year ended which represents the write-off of the goodwill associated with the closure of an acquired clinic in New York. impairment was recorded for the year ended

 

 

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 have been impaired. impairments were recorded for the year ended The Company recorded an impairment charge of million during the year ended due to the sale or closure of clinics in Illinois and New York (Note ).

 

 

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 advertising fund revenue and a related expense. Amounts collected in excess of marketing expenditures are included in restricted cash on the Company’s consolidated balance sheets. 

  

 

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.

 

The Company recognizes a liability for the cost associated with an exit or disposal activity that is measured initially at its fair value in the period in which the liability is incurred.

 

Costs to terminate an operating lease or other contracts are (a) costs to terminate the contract before the end of its term or (b) costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the entity shall be recognized at the cease-use date. In periods subsequent to initial measurement, changes to the liability are measured using the credit adjusted risk-free rate that was used to measure the liability initially. The cumulative effect of a change resulting from a revision to either the timing or the amount of estimated cash flows shall be recognized as an adjustment to the liability in the period of the change.

 

Lease exit liability at December 31, 2016		$	338,151
Additions			883,146
Settlements			(891,991	)
Net accretion			(29,906	)
Lease exit liability at December 31, 2017		$	299,400

 

As of the Company recognized a liability of approximately million related to operating leases that will longer provide economic benefit to the entity, net of estimated sublease income.

 

In the year ended the Company ceased use of clinic locations from its corporate clinics segment and recognized a liability of approximately million for lease exit costs incurred based on the remaining lease rental due, reduced by estimated sublease rental income that could be reasonably obtained for the properties. The Company recognized the resulting expense of approximately million in loss on disposition or impairment in the accompanying consolidated statement of operations.

 

 

The Company leases office space for its corporate offices and company-owned and managed clinics under operating leases, which include rent holidays and rent escalation clauses.  It recognizes rent holiday periods and scheduled rent increases on a straight-line basis over the term of the lease.  The Company records tenant improvement allowances as deferred rent and amortizes the allowance over the term of the lease, as a reduction to rent expense.

 

The Company generates revenue through initial franchise fees, regional developer fees, royalties, advertising fund revenue, IT related income, and computer software fees, and from its company-owned and managed clinics.

 

 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 as revenue when the Company has substantially completed its initial services under the franchise agreement, which typically occurs upon opening of the clinic.  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. 

 

. 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 ranging from to of the then current franchise 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 developers receive fees ranging from to which are collected from franchisees upon the sale of franchises within their region and a royalty of of sales generated by franchised clinics in their region. Regional developer fees paid to the Company are nonrefundable and are recognized as revenue when the Company has performed substantially all initial services required by the regional developer agreement, which generally is considered to be upon the opening of each franchised clinic. Accordingly, revenue is recognized on a pro-rata basis determined by the number of franchised clinics to be opened in the area covered by the regional developer agreement. Upon the execution of a regional developer agreement, the Company estimates the number of franchised clinics to be opened, which is typically consistent with the contracted minimum. The Company reassesses the number of clinics expected to be opened as the regional developer performs under its regional developer agreement. When a material change to the original estimate becomes apparent, the amount of revenue to be recognized per clinic is revised on a prospective basis, and the unrecognized fees are allocated among, and recognized as revenue upon the opening of, the expected remaining unopened franchised clinics within the region. The franchisor’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. Several of the regional developer agreements grant the Company the option to repurchase the regional developer’s license.

 

For the year ended the Company entered into regional developer agreements for which it received approximately million, which was deferred as of the respective transaction dates and will be recognized on a pro-rata basis over the estimated number of franchised clinics to be opened in the respective regions. 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.

  

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.  When the collectability of the full management fee is uncertain, the Company recognizes management fee revenue only to the extent of fees expected to be collected from the PCs. 

 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. Certain franchisees with franchise agreements acquired during the formation of the Company pay a monthly flat fee. Royalties are recognized as revenue when earned. Royalties are collected bi-monthly working days after each sales period has ended.

 

  The Company collects a monthly fee for use of its proprietary chiropractic software, computer support, and internet services support. These fees are recognized on a monthly basis as services are provided. IT related revenue represents a flat fee to purchase a clinic’s computer equipment, operating software, preinstalled chiropractic system software, key card scanner (patient identification card), credit card scanner and credit card receipt printer. These fees are recognized as revenue upon receipt of equipment by the franchisee.

 

 

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

 

 

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 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 consolidated financial statements from such a position based on the largest benefit that has a greater than likelihood of being realized upon ultimate resolution.

 

 

Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is computed by giving effect to all potentially dilutive common shares including preferred stock, restricted stock, and stock options.

 

		Year Ended December 31,
		2017				2016
Net loss		$	(3,275,233	)		$	(15,173,872	)
Weighted average common shares outstanding - basic			13,245,119				12,696,649
Effect of dilutive securities:
Stock options			-				-
Weighted average common shares outstanding - diluted			13,245,119				12,696,649
Basic and diluted loss per share		$	(0.25	)		$	(1.20	)

 

 

The following table summarizes the potential shares of common stock that were excluded from diluted net loss per share, because the effect of including these potential shares was anti-dilutive:

 

		Year Ended December 31,
		2017				2016
Unvested restricted stock			63,700				92,415
Stock options			1,003,916				953,075
Warrants			90,000				90,000

 

 

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. 

 

 

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for doubtful accounts, share-based compensation arrangements, fair value of stock options, useful lives and realizability of long-lived assets, classification of deferred revenue and deferred franchise costs, uncertain tax positions, realizability of deferred tax assets, impairment of goodwill and intangible assets, and purchase price allocations.

  

In the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) - “” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard also calls for additional disclosures around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard becomes effective for the Company on

 

In the FASB issued ASU - “” to clarify the following aspects of Topic ) identifying performance obligations, and ) the licensing implementation guidance. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU -

 

In the FASB issued ASU - “” to clarify certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures longer required if the full retrospective transition method is adopted. The effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU -

 

The Company has performed a review of the above revenue standards updates and does expect the adoption of the updates to have a material impact on its revenues and management fees from company clinics, advertising fund revenue, or IT related income and software fees. In addition, the Company does expect the adoption to have a material impact on its franchise royalty revenues, as they are based on a percent of sales. The Company expects the adoption of Topic to impact its accounting for initial franchise fees and regional developer fees. Currently, the Company recognizes revenue from initial franchise fees and regional developer fees upon the opening of a franchised clinic when the Company has performed all of its material obligations and initial services under the respective agreements. Upon the adoption of Topic the Company expects to recognize the revenue related to initial franchise fees and regional developer fees over the term of the related franchise agreement or regional developer agreement. The Company has finalized its accounting policies, and has selected the full retrospective method as its transition method.

 

The Company quantified the impact of adopting this standard, and designed internal controls during the year ended to be implemented on The Company estimates the cumulative catch-up adjustment to be recorded to retained earnings as of to be an approximately million increase to the accumulated deficit as the Company has adopted the full retrospective approach. This is made up of a decrease to franchise fee revenue of approximately million, a decrease to regional developer revenue of approximately million, and a decrease to franchise cost of revenue of approximately million. The Company estimates the adjustment to be recorded to retained earnings as of to be an approximately million increase to accumulated deficit. This is made up of a decrease to franchise fee revenue of approximately million, with a decrease to franchise cost of revenue of approximately million. The Company estimates the adjustment to be recorded to retained earnings as of to be an approximately million increase to accumulated deficit. This is made up of a decrease to franchise fee revenue of approximately million, with an offsetting increase to franchise cost of revenue of approximately million. The impact to regional developer revenue for the years ended and was material. impact to the Company's consolidated statement of cash flows is expected as the initial fees will continue to be collected upon execution of the franchise agreement. The Company will comply with the increased financial statement disclosure requirements during the quarter of

  

In the FASB issued ASU - “” The ASU requires that substantially all operating leases be recognized as assets and liabilities on the Company’s balance sheet, which is a significant departure from the current standard, which classifies operating leases as off-balance sheet transactions and accounts for only the current year operating lease expense in the statement of operations. The right to use the leased property is to be capitalized as an asset and the expected lease payments over the life of the lease will be accounted for as a liability. The effective date is for fiscal years beginning after While the Company has yet quantified the impact that this standard will have on its financial statements, it will result in a significant increase in the assets and liabilities reflected on the Company’s balance sheet and in the interest expense and depreciation and amortization expense reflected in its statement of operations, while reducing the amount of rent expense.

 

In the FASB issued ASU - This update addresses how certain cash inflows and outflows are classified in the statement of cash flows to eliminate existing diversity in practice. This update is effective for annual and interim reporting periods beginning after Early adoption is permitted. The Company adopted the standard on and does anticipate this amendment will have a material impact on its consolidated financial statements.

 

In the FASB issued ASU - “ (a consensus of the FASB Emerging Issues Task Force), to provide guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. The amendments should be applied using a retrospective transition method, and are effective for fiscal years beginning after including interim periods within those fiscal years. The Company adopted the standard on and does anticipate this amendment will have a material impact on its consolidated financial statements.

  

In the FASB issued ASU - “to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments should be applied prospectively, and are effective for fiscal years beginning after including interim periods within those fiscal years. The Company adopted the standard on and does anticipate this amendment will have a material impact on its consolidated financial statements.

 

In the FASB issued ASU - “.” This update simplifies the subsequent measurement of goodwill by eliminating “Step from the goodwill impairment test. This update is effective for annual and interim reporting periods beginning after Early adoption is permitted. The Company is currently evaluating the impact this standard will have on the Company's consolidated financial statements and related disclosures.

 

In the FASB issued ASU - to provide clarity and reduce both () diversity in practice and () cost and complexity when applying the guidance in Topic Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC amendments are effective for fiscal years beginning after and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in an interim period. The Company adopted the standard on and does anticipate this amendment will have a material impact on its consolidated financial statements.