UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31,
20172020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to ________
Commission File Number: 001-36724
(Exact name of registrant as specified in its charter)
Delaware | 90-0544160 | | | | |
| Delaware | 90-0544160 |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
| | | | | |
Incorporation) | Identification No.) |
16767 N.North Perimeter Drive, Suite 240,110, Scottsdale, Arizona | 85260 |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Trading | |
| Title Of Each Class | Symbol(s) | Name Of Each Exchange On Which Registered |
| Common Stock, $0.001 Par Value Per Share | JYNT | The NASDAQ Capital Market LLC |
Securities Registered Pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company)☑ | Smaller reporting company ☑ |
| Emerging growth company ☑☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately
$46.5$205.8 million as of June 30,
20172020 based on the closing sales price of the common stock on the NASDAQ Capital Market.
There were
13,586,25414,139,891 shares of the registrant’s common stock
issued and outstanding as of March
2, 2018.1, 2021.
Documents Incorporated by Reference
Portions of the registrant's Proxy Statement relating to its
20182021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31,
2017,2020, are incorporated by reference in Part III of this Form 10-K.
Forward-Looking Statements and Terminology
The information in this Annual Report on Form 10-K, or this Form 10-K, including this discussion under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts, included or incorporated in this Form 10-K could be deemed forward-looking statements, particularly statements about our plans, strategies and prospects under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “intend” or the negative of these terms or other comparable terminology. All forward-looking statements in this Form 10-K are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations as described from time to time in our SEC
reports.,reports, including those risks outlined under “Risk Factors” in Item 1A of this Form 10-K. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-K. You should carefully consider the trends, risks and uncertainties described below and other information in this Form 10-K and subsequent reports filed with or furnished to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement. Some of the important factors that could cause our actual results to differ materially from those projected in any forward-looking statements include, but are not limited to, the following:
| • | we may not be able to successfully implement our growth strategy if we or our franchisees are unable to locate and secure appropriate sites for clinic locations, obtain favorable lease terms, and attract patients to our clinics; |
| • | in operating company-owned or managed clinics, we may not be able to duplicate the success of some of our franchisees, and in the case of certain company-owned or managed clinics that we have closed or may close, we were not able to duplicate the success of our most successful franchisees; |
| • | we may not be able to acquire operating clinics from existing franchisees or develop company-owned or managed clinics on attractive terms; |
| • | any acquisitions that we make could disrupt our business and harm our financial condition; |
| • | we may not be able to continue to sell regional developer licenses to qualified regional developers or sell franchises to qualified franchisees, and our regional developers and franchisees may not succeed in developing profitable territories and clinics; |
| • | we may not be able to identify, recruit and train enough qualified chiropractors to staff our clinics; |
| • | new clinics may not reach the point of profitability, and we may not be able to maintain or improve revenues and franchise fees from existing franchised clinics; |
| • | the chiropractic industry is highly competitive, with many well-established competitors, which could prevent us from increasing our market share or result in reduction in our market share; |
•major public health concerns, including the outbreak of epidemic or pandemic contagious disease, may adversely affect revenue at our clinics and disrupt financial markets, adversely affecting our stock price;
| • | administrative actions and rulings regarding the corporate practice of medicine and joint employer responsibility may jeopardize our business model; |
| • | we may face negative publicity or damage to our reputation, which could arise from concerns expressed by opponents of chiropractic and by chiropractors operating under traditional service models; |
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| • | our security systems may be breached, and we may face civil liability and public perception of our security measures could be diminished, either of which would negatively affect our ability to attract and retain patients; |
| • | legislation, regulations, as well as new medical procedures and techniques could reduce or eliminate our competitive advantages; and |
| • | we face increased costs as a result of being a public company. |
•the impact of the COVID-19 pandemic on the economy and our operations, including the measures taken by
governmental authorities to address it, may precipitate or exacerbate other risks and/or uncertainties;
•we may not be able to successfully implement our growth strategy if we or our franchisees are unable to locate and secure appropriate sites for clinic locations, obtain favorable lease terms, and attract patients to our clinics;
•we have limited experience operating company-owned or managed clinics in those geographic areas where we currently have few or no clinics, and we may not be able to duplicate the success of some of our franchisees;
•we may not be able to acquire operating clinics from existing franchisees or develop company-owned or managed clinics on attractive terms;
•we may fail to successfully design and maintain our proprietary and third-party management information systems or implement new systems;
•we may fail to properly maintain the integrity of our data or to strategically implement, upgrade or consolidate existing information systems;
•increases in the number of franchisee acquisitions that we make could disrupt our business and harm our financial condition;
•we may not be able to continue to sell regional developer licenses to qualified regional developers or sell franchises to qualified franchisees, and our regional developers and franchisees may not succeed in developing profitable territories and clinics;
•we may not be able to identify, recruit and train enough qualified chiropractors to staff our clinics;
•new clinics may not reach the point of profitability, and we may not be able to maintain or improve revenues and franchise fees from existing franchised clinics;
•the chiropractic industry is highly competitive, with many well-established independent competitors, which could prevent us from increasing our market share or result in reduction in our market share;
•administrative actions and rulings regarding the corporate practice of chiropractic and joint employer responsibility may jeopardize our business model;
•negative publicity or damage to our reputation, which could arise from concerns expressed by opponents of chiropractic and by chiropractors operating under traditional service models, could adversely impact our operations and financial position;
•our security systems may be breached, and we may face civil liability and public perception of our security measures could be diminished, either of which would negatively affect our ability to attract and retain patients; and
•legislation, regulations, as well as new medical procedures and techniques, could reduce or eliminate our competitive advantages.
Additionally, there may be other risks that are otherwise described from time to time in the reports that we file with the Securities and Exchange Commission. Any forward-looking statements in this report should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others.
As used in this Form 10-K:
| · | “we,” “us,” and “our” refer to The Joint Corp. |
| · | a “clinic” refers to a chiropractic clinic operating under our “Joint” brand, which may be (i) owned by a franchisee, (ii) owned by a professional corporation or limited liability company and managed by a franchisee; (iii) owned directly by us; or (iv) owned by a professional corporation or limited liability company and managed by us. |
| · | when we identify an “operator” of a clinic, a party that is “operating” a clinic, or a party by whom a clinic is “operated,” we are referring to the party that operates all aspects of the clinic in certain jurisdictions, and to the party that manages all aspects of the clinic other than the practice of chiropractic in certain other jurisdictions. |
| · | when we describe our acquisition or our opening of a clinic, we are referring to our acquisition or opening of the entity that operates all aspects of the clinic in certain jurisdictions, and to our acquisition or opening of the entity that manages aspects of the clinic other than the practice of chiropractic in certain other jurisdictions. |
•“we,” “us,” and “our” refer to The Joint Corp., its variable interest entities (“VIEs”), and, its wholly owned subsidiary, The Joint Corporate Unit No. 1, LLC, collectively.
•a “clinic” refers to a chiropractic clinic operating under our “Joint” brand, which may be (i) owned by a franchisee, (ii) owned by a professional corporation or limited liability company and managed by a franchisee; (iii) owned directly by us; or (iv) owned by a professional corporation or limited liability company and managed by us.
•when we identify an “operator” of a clinic, a party that is “operating” a clinic, or a party by whom a clinic is “operated,” we are referring to the party that operates all aspects of the clinic in certain jurisdictions, and to the party that manages all aspects of the clinic other than the practice of chiropractic in certain other jurisdictions.
•when we describe our acquisition or our opening of a clinic, we are referring to our acquisition or opening of the entity that operates all aspects of the clinic in certain jurisdictions, and to our acquisition or opening of the entity that manages aspects of the clinic other than the practice of chiropractic in certain other jurisdictions.
PART I
ITEM 1. BUSINESS
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"Ourmission is to improve quality of life through routine and affordable chiropractic care." |
Our principal business is to develop, own, operate, support and manage chiropractic clinics through direct ownership, management arrangements, franchising and the sale of regional developer rights throughout the United States.
We are a rapidly growing franchisor and operator of chiropractic clinics that uses a private pay, non-insurance, cash-based model. We seek to be the leading provider of chiropractic care in the markets we serve and to become the most recognized brand in our industry through the rapid and focused expansion of chiropractic clinics in key markets throughout North America and potentially abroad. We strive to accomplish our mission by making quality care readily available and affordable in a retail setting. We have created a growing network of modern, consumer-friendly chiropractic clinics operated or managed by franchisees and by us that employ licensed chiropractors. Our model enables us to price our services below most competitors’ pricing for similar services and below most insurance co-payment levels (i.e., below the patient co-payment required for an insurance-covered service).
Since acquiring the predecessor to our company in March 2010, we have grown our enterprise from eight to
399579 clinics in operation as of December 31,
2017,2020, with an additional
104212 franchise licenses sold but not yet developed across our network, and
eight letters of intent41 letters-of-intent for future clinic licenses. As of December 31,
2017, 3522020, 515 of our clinics were operated
or managed by franchisees and
4764 clinics were operated as company-owned or managed clinics.
We reached 400 open clinics system-wide in January, 2018, having opened 41 new franchised clinics during 2017. In the year ended December 31,
2017,2020, our system registered
nearly fiveapproximately 8.3 million patient visits and generated system-wide sales of
$126.8$260 million. Our future growth strategy remains focused on accelerating the development of our franchise base through the sale of additional franchises and through a robust regional developer network.
Additionally, this yearIn 2021, we plan to
opportunistically acquirecontinue our acceleration of the expansion of our company-owned or managed portfolio through the opportunistic acquisition of select operating clinics
or develop in
areas in which we already support company-owned or managedaddition to the development of new clinics. We collect a royalty of 7.0% of revenues from franchised clinics. We remit a 3.0% royalty to our regional developers on the gross sales of franchises opened within certain regional developer protected territories. We also collect a national marketing fee of 2.0% of gross sales of all franchised clinics. We receive a franchise sales fee of $39,900 for each franchise we sell
directly and a franchise fee ranging from $19,950 to $25,400 fordirectly. For each franchise sold through our network of regional
developers.developers, the regional developer typically receives up to 50% of the respective franchise fee. If a franchisee purchases additional franchise licenses, the initial franchise fee is reduced by $10,000 per additional license.
On November 14, 2014, we completed our initial public offering, or the IPO, of 3,000,000 shares of common stock at an initial price to the public of $6.50 per share, and we received net proceeds of approximately $17.1 million. Our underwriters exercised their option to purchase 450,000 additional shares of common stock to cover over-allotments on November 18, 2014, pursuant to which we received net proceeds of approximately $2.7 million. Also, in conjunction with the IPO, we issued warrants to the underwriters for the purchase of 90,000 shares of common stock, which
can be exercisedwere exercisable during the period between November 10, 2015 and November 10, 2018 at an exercise price of $8.125 per share.
These warrants expired on November 10, 2018.
On November 25, 2015, we closed on our follow-on public offering of 2,272,727 shares of common stock, at a price to the public of $5.50 per share. We granted the underwriters a 45-day option to purchase up to 340,909 additional shares of common stock to cover over-allotments, if any. On December 30, 2015, our underwriters exercised their over-allotment option to purchase an additional 340,909 shares of common stock at a price of $5.50 per share. After giving effect to the over-allotment exercise, the total number of shares offered and sold in our follow-on public offering increased to 2,613,636 shares. With the over-allotment option exercise, we received aggregate net proceeds of approximately $13.0 million.
We deliver convenient, appointment-free chiropractic adjustments in an inviting, open bay environment at prices that are approximately
66%52% lower than the average industry cost for comparable procedures offered by traditional chiropractors, according to
20172020 industry data from Chiropractic Economics. In support of our mission to offer quality, affordable and convenient care
and value forto our patients, our clinics offer a variety of customizable membership and wellness treatment plans which provide additional value pricing even as compared with our single-visit pricing schedules. These flexible plans are designed to attract patients and encourage repeat visits and routine usage as part of an overall health and wellness program.
As of December 31,
2017,2020, we had
399579 franchised or company-owned or managed clinics in operation in
3033 states. The map below shows the states in which we or our franchisees operate clinics and the number of clinics open in each state as of December 31,
2017. 
2020.
Our retail locations have been selected to be visible, accessible and convenient. We offer a welcoming, consumer-friendly experience that attempts to redefine the chiropractic doctor/patient relationship. Our clinics are open longer hours than many of our competitors, including weekend days, and our patients do not need appointments. We accept cash or major credit cards in return for our services. We do not accept insurance and do not provide Medicare covered services. We believe that our approach, especially our commitment to affordable pricing and our ready service delivery model, will attract existing consumers of chiropractic services and will also appeal to the growing market of consumers who seek alternative or non-invasive wellness care, but have not yet tried chiropractic. According to our patient survey conducted in
2017early 2021 by WestGroup Research,
22%27% of our new patients had never tried chiropractic care before they came to The Joint.
This represents an increase from 26% of patients new to chiropractic in the same survey conducted in 2019, 22% in 2017, 21% in 2016, and 16% in 2013, demonstrating our continued impact on the chiropractic market and offering validation to our thesis that we are actually expanding the overall market for chiropractic.
Our patients arrive at our clinics without appointments at times convenient to their schedules. Once a patient has joined our system and is returning for treatment, they simply swipe their membership card at a card reader at the reception desk to announce their arrival.
Typically, within three to five minutes (the average throughout our system), theThe patient is
then escorted to our open adjustment area, where they are required to remove only their outerwear to receive their adjustment. Each patient’s records are digitally updated for retrieval in our proprietary data storage system by our chiropractors in compliance with all applicable medical records security and privacy regulations. The adjustment process, administered by a licensed chiropractor, takes approximately 15
–20- 20 minutes on average for a new patient and 5
–- 7
minutesminute on average for a returning patient.
Our consumer-focused service model targets the non-acute treatment market, which is part of the
$15$16 billion chiropractic services
market.market, according to IBIS market research report in April 2020. As our model does not focus on the treatment of severe
or acute injury, we do not provide expensive and invasive diagnostic tools such as MRIs and X-rays. Instead we refer those with
severe or acute symptoms to alternate healthcare providers, including traditional chiropractors.
Chiropractic care is widely accepted among individuals with a variety of medical conditions, particularly back pain. A
20162018 Gallup report commissioned by Palmer College of Chiropractic shows that
35.5 millionamong all U.S. adults,
(11% of the total U.S. population) now seek chiropractic care each year, an increase of 1.9 million as comparedincluding those who did not have neck or back pain, 16% went to
the 33.6 million U.S. adults reporteda chiropractor in the
inaugural 2015 Gallup-Palmer report.last 12 months. These numbers represent a marked increase over the 2012 National Health Interview Survey that measured chiropractic use at
20.6 million U.S. adults, or 8% of the population. According to the American Chiropractic Association, 80% of Americans experience back pain at least once in their lifetime. According to the
2016same 2018 Gallup report commissioned by the Palmer College of Chiropractic,
over half ofeight in 10 adults in the United States
(55%(80%)
say they are likelyprefer to see a
chiropractor if they had significanthealth care professional who is an expert in spine-related conditions for neck or back
pain.pain care instead of a general medicine professional who treats a variety of conditions (15%). Chiropractic care is increasingly recognized as an effective treatment for pain and potentially for a variety of other conditions. The American College of Physicians (ACP) now recommends non-drug therapy such as spinal manipulation as a first line of treatment for patients with chronic low backlow-back pain. The ACP states that treatments such as spinal manipulation are shown to improve symptoms with little risk of harm. The National Center for Complementary & Alternative Medicine of the National Institutes of Health has stated that spinal manipulation appears to benefit some people with low-back pain and also may be helpful for headaches, neck pain, upper- and lower-extremity joint conditions and whiplash-associated disorders. The Mayo Clinic has recognized chiropractic as safe when performed by trained and licensed chiropractors, and the Cleveland Clinic has stated that chiropractors are established members of the mainstream medical team.
The chiropractic industry in the United States is large
growing and highly fragmented. The Bureau of Labor Statistics estimates that $90 billion is spent on back pain each year in the U.S. According to a report issued by IBIS World Chiropractors Market Research in
August 2016,April 2020, expenditures for chiropractic services in the U.S. are
$15.0$16 billion annually. The United States Bureau of Labor Statistics expects employment in chiropractic to grow
faster than the average for all occupations.steadily. Some of the factors that the Bureau of Labor Statistics identified as driving this growth are healthcare cost pressures, an aging population requiring more health care and technological advances, all of which are expected to increasingly shift services from inpatient facilities and hospitals to outpatient settings. We believe that the demand for our chiropractic services will continue to grow as a result of several additional drivers, such as the growing recognition of the benefits of regular maintenance therapy coupled with an increasing awareness of the convenience of our service and of our pricing at a significant discount to the cost of traditional chiropractic adjustments and, in most cases, at or below the level of insurance co-payment amounts.
Today, most chiropractic services are provided by sole practitioners, generally in medical office settings. The chiropractic industry differs from the broader healthcare services industry in that it is more heavily consumer-driven, market-responsive and price sensitive, in large measure a result of many treatment options falling outside the bounds of traditional insurance reimbursable services and fee schedules. According to
First Research, the
top 50IBIS market research report in April 2020, the four largest industry companies
delivering chiropractic services in the United States generatedwere each expected to generate less than
10%1.0% of
alltotal industry
revenue.revenue in 2020. We believe these characteristics are evidence of an underserved market with potential consumer demand that is favorable for an efficient, low-cost, consumer-oriented provider.
Most chiropractic practices are set up to accept and to process insurance-based reimbursement. While chiropractors typically accept cash payment in addition to insurance, Medicare and Medicaid, they continue to incur overhead expenses associated with maintaining the capability to process third-party reimbursement. We believe that most chiropractors who use this third-party reimbursement model would find it economically difficult to discount the prices they charge for their services to levels comparable with our pricing.
Accordingly, we believe these and certain other trends favor our business model. Among these are:
| • | People, most notably Millennials, have increasingly active lifestyles and are living longer, requiring more medical, maintenance and preventative support; |
| • | People are increasingly open to alternative, non-pharmacological types of care; |
| • | Utilization of more conveniently situated, local-sited urgent-care or “mini-care” alternatives to primary care is increasing; and |
| • | Popularity of health clubs, massage and other non-drug, non-invasive wellness maintenance providers is growing. |
•People, most notably Millennials – the largest portion of our patient base – have increasingly active lifestyles and are living longer, requiring more medical, maintenance and preventative support; •People are increasingly open to alternative, non-pharmacological types of care;
•Utilization of more conveniently situated, local-sited urgent-care or “mini-care” alternatives to primary care is increasing; and
•Popularity of health clubs, massage and other non-drug, non-invasive wellness maintenance providers is growing.
Our Competitive Strengths
We believe the following competitive strengths have contributed to our initial success and will position us for future growth:
Retail, consumer-driven approach. To support our consumer-focused model, we use strong, recognizable retail approaches to stimulate brand-awareness and attract patients to our clinics. We intend to continue to drive awareness of our brand by locating clinics mainly at retail centers and convenience points, displaying prominent signage and employing consistent, proven and targeted marketing tools. We offer our patients the flexibility to visit our clinics without an appointment and receive prompt attention. Additionally, most of our clinics offer extended hours of operation, including weekends, which is not typical among our competitors. We attracted an average
of 1,086 new patients per clinic
(for all clinics open for the full twelve months of
862 new patients2020) during the year ended December 31,
2017,2020, as compared to the
20172020 chiropractic industry average of
390333 new patients per year for traditional insurance-based non-multidisciplinary or integrated practices, according to a
20172020 Chiropractic Economics survey.
Quality, Empathetic Service. Across our system we have a community of over 1,000approximately 1,675 fully licensed chiropractic doctors, who performed nearly fiveapproximately 8.3 million adjustments last year.year alone. Our doctors provide personal and intuitive patient care focused on pain relief and ongoing wellness to promote healthy, active lifestyles. We provide our doctors one-on-one training, as well as ongoing coaching and mentoring through our partnerships with two of the profession’s preeminent instructors in chiropractic technique and adjusting.mentoring. Our doctors continually refine their skills, as our clinics see an average of 234 patients305 patient visits per week (for clinics open for the full twelve months of 2020), as compared to the 20172020 chiropractic industry average of 137109 patients per week for non-multidisciplinary or integrated practices, according to a 20172020 Chiropractic Economics survey. Our service offerings encourage consumer trial, repeat visits and sustainable patient relationships. By limiting the administrative burdens of insurance processing, our model helps chiropractors focus on patient service. We believe the time our chiropractors save by not having to perform administrative duties related to insurance reimbursement allows more time to see more patients, establish and reinforce chiropractor/patient relationships, and educate patients on the benefits of chiropractic maintenance therapy.
Our approach has made us an attractive alternative for chiropractic doctors who want to spend more time treating patients than they typically do in traditional practices, which are burdened with greater overhead, personnel and administrative expense. We believe that our model helps us to recruit chiropractors who want to focus their practice principally on patient care.
Pricing Structure.
Accessibility. We believe that our strongest competitive advantages are our priceconvenience and convenience.affordability. By focusing on non-acute care in an open-bay environment and by not participating in insurance or Medicare reimbursement, we are able to offer a much less expensive alternative to traditional chiropractic services. We can do this because our clinics do not have the expenses of performing certain diagnostic procedures and processing reimbursement claims. Our model allows us to pass these savings on to our patients. According to Chiropractic Economics in 2017,2020, the average fee for a chiropractic treatment involving spinal manipulation in a cash-based practice in the United States is approximately $77.$60. By comparison, our average fee as of December 31, 2017,2020 was approximately $26,$29, approximately 66%52% lower than the industry average price. We believe our pricing and service offering structure helps us to generate higher usage. The following table sets forth our average price per adjustment as of December 31,
2017,2020 for patients who pay by single adjustment plans, multiple adjustment packages, and multiple adjustment membership plans. Our price per adjustment as of December 31,
20172020 averaged approximately
$26$29 across all three groups.
| | | The Joint Service Offering |
| | | Single Visit | | Package(s) | | Membership(s) |
| Price per adjustment | | $ | 39 | | | | $20 – $33 | | | | $15 – $20 | |
| | | | | | | | | | | | | | | | | |
| The Joint Service Offering |
| Single Visit | | Package(s) | | Membership(s) |
| Price per adjustment | $ | 39 | | | $21—$33 | | $17—$20 |
Proven track record of opening clinics and growing revenue at the clinic
level.level. We have grown our clinic revenue base
consistently since we acquired our predecessor in March 2010.consistently. From January 2012 through December 31,
2017,2020, we have increased
monthlyannual gross sales
atacross our clinics from
$0.4$22.3 million to
$12.0$260.0 million. During this period, we increased the number of clinics in operation from 33 to
399.We continue to be encouraged by the ability of individual clinics to generate growth. While there is significant variation in results amongin our system, and the results of our top-performing clinics are not representative of our system overall, we believe it is worth noting that in January 2012, the highest-performing clinic in our system was a franchise clinic which had monthly sales of approximately $45,000, and in December 2017,2020, the highest performing clinic in our system was a franchise clinic which had monthly sales of approximately $108,000.
$138,000.
Strong and proven management team.team. Our strategic vision is directed by our president and chief executive officer, Peter D. Holt, who has more than 30 years of experience in domestic and international franchising, franchise development and
operations. Under his direction, we have confirmed our commitment to the continued strengthening of operations, the continued cultivation and management of our franchise community, as well as a strong commitment to future clinic development both domestically and internationally. Mr. Holt was most recently president and chief executive officer of
Tasti-D-Lite & Planet Smoothie.Tasti-D-Lite. He has also served as chief operating officer of 24seven Vending (U.S), where he directed its franchise system in the U.S., and as executive vice president of development for Mail Boxes Etc. and vice president of international for I Can’t Believe It’s Yogurt and Java Coast Fine Coffees. Mr. Holt directs a team of dedicated leaders who are focused on executing our business plan and implementing our growth strategy.
During 2016 and 2017,
Mr. Holt
has assembled a strong management team including
John MelounJake Singleton as chief financial
officer.officer since November 2018. In addition to valuable institutional memory
from his over three years serving as our corporate controller before assuming the role of CFO, Mr.
MelounSingleton has financial and accounting experience from
his time with the
University of Phoenix, Emerson Network Power and Motorola.Also joining the team in 2016 was public accounting firm Ernst & Young LLP.
Eric Simon
joined as vice president of franchise sales and
development. Mr. Simon hasdevelopment in 2016 with over 20 years of experience in all aspects of franchising, most recently as director of franchise development for AAMCO Transmissions. Mr. Simon spent five years as a franchisee and area developer with Extreme Pita and previously spent 10 years with Mail Boxes Etc. in franchise sales roles.
In 2017,
Jorge Armenteros joined as vice president of operations
in 2017 bringing with him more than
3040 years of franchise operations
and leadership experience. For 10 years prior to joining the team, Mr. Armenteros was the executive senior vice president of franchise operations and corporate development for Campero USA, a fast food restaurant chain. Prior to that, he
held progressively senior roles up to zone vice presidentwas founder and
corporate office with the Dunkinchief executive officer of Tri-Brands Management Group, which operated franchised Dunkin’ Donuts, Baskin Robbins
Togo’s brand.and Togo restaurants, and was vice president of operations at Dunkin’ Brands. His career also includes a period as a multi-unit franchisee of
Dunkin Donuts..Dunkin’ Donuts.
Amy Karroum was promoted to vice president of human resources in 2017, having joined us in 2015. Prior to working at The Joint, Ms. Karroum was director of human resources for Thermo Fluids, an oil recycling
company. Andcompany, and before that, she spent five years in homebuilding with both Taylor Morrison and Pulte Homes.
In 2018,
Jason Greenwood joined our management team as
Vice Presidentvice president of
Marketing.marketing in 2018. Mr. Greenwood spent the last 10 years at Peter Piper Pizza in progressively responsible roles, most recently as chief marketing officer. Prior to that, he was a multi-unit franchisee for Robeks Juice.
Manjula Sriram joined our management team as vice president of information technology in 2018. Prior to working at The Joint, Ms. Sriram spent the last three years at Early Warning Services in progressively responsible roles, most recently as director of customer implementation and support. Prior to that, she performed various senior technical and project management roles at Vail Systems, Inc, US Foods, Walgreens and United Airlines.
Steven Knauf, D.C. was promoted to Executive Director of Chiropractic and Compliance in 2020. Dr. Knauf began working at The Joint in 2011. After spending four years as a chiropractor in clinic, he took the role of Senior Doctor of Chiropractic for 13 of The Joint Corp. clinics and, subsequently, was elevated to a director position at the corporate office. In August 2017, he was appointed by the governor to serve on the Arizona Board of Chiropractic Examiners, a position which he continues to hold.
We believe that our management team’s experience and demonstrated success in building and operating a robust franchise system will be a key driver of our growth and will position us well for achieving our long-term strategy.
Our goal is not only to capture a significant share of the existing market but also to expand the market for chiropractic care. We are accomplishing this through the rapid geographic expansion of our affordable franchising program and the opportunistic additionacceleration of our development of company-owned or managed clinics. While we temporarily suspendedAccordingly, our additionlong-term growth tactics include:
•the continued growth of system sales and royalty income;
•accelerating the opening of clinics already in development;
•the sale of additional franchises;
•the sale of additional regional developer protected territories resulting in the opening of additional franchised clinics;
•increasing the capability and capacity of our existing regional developer network;
•improving operational margins and leveraging infrastructure;
•the opportunistic acquisition of existing franchises – referred to as “buybacks”; and
•the development of company-owned or managed clinics during 2017– referred to as “greenfields” – in order to stabilize our corporate clinic portfolio, we believe that we will be able to resume taking advantage of opportunities for the addition of company-owned or managed clinics during 2018. Accordingly, our long-term growth tactics include: | • | the continued growth of system sales and royalty income; |
| • | accelerating the opening of clinics already in development; |
| • | the sale of additional franchises; |
| • | the sale of additional regional developer protected territories; |
| • | increasing the capability and capacity of our existing regional developer network; |
| • | improving operational margins and leveraging infrastructure; |
| • | the opportunistic acquisition of existing franchises – referred to as “buybacks”; and |
| • | the development of company-owned clinics – referred to as “greenfields” – in clustered geographies. |
Our analysis of patient records data from over 500,000 patient records from 395513 clinics across 30 states suggests that the United States market alone can support at least 1,7001,800 of our clinics.
Continued growth of system sales.
System wide comparable same-store sales growth, or “Comp Sales,” for
20172020 was
21.0%,9% despite the pandemic, reflecting
the resilience and the growing acceptance of The Joint business model. Comp Sales refers to the amount of sales a clinic generates in the most recent accounting period,
relativecompared to the amount of sales it generated in a similar period in the past. Comp Sales include the sales from both company-owned or managed clinics and franchised clinics that in each case have been open at least 13 full months and exclude any clinics that have closed. We believe that the experience we have gained in developing and refining management systems, operating standards, training materials and marketing and customer acquisition activities has contributed to our system’s revenue growth. In addition, we believe that increasing awareness of our brand has contributed to revenue growth, particularly in markets where the number and density of our clinics has made cooperative and mass media advertising attractive. We believe that our ability to leverage aggregated and general media digital advertising and search tools will continue to grow as the number and density of our clinics increases.
Selling additional franchises.
We will continue to sell franchises. We believe that to secure leadership in our industry and to maximize our opportunities in our markets, it is important to gain brand equity and consumer awareness as rapidly as possible, consistent with a disciplined approach to opening clinics. We believe that continued sales of franchises in selected markets is the most effective way to drive brand awareness in the short term.
OurAs discussed below, consistent with our longer-term strategy,
includes the resumption of openingwe will continue to open or
acquiringacquire company-owned or managed clinics, and we believe that a growth strategy that includes both franchised and company-owned or managed clinics has advantages over either approach by itself.
Selling additional Regional Developer rights.
We believe that we can achieve scale faster by using a regional developer model, which is employed by many successful franchisors. We sell a regional developer the rights to open a minimum number of clinics in a defined territory. They in turn help us to identify and qualify potential new franchisees in that territory and assist us in providing field training, clinic openings and ongoing support. In return, we share part of the initial franchise fee and pay the regional developer 3% of the 7% ongoing royalties we collect from the franchisees in their protected territory.
On December 31, 2016 we had eight regional developers operating. In
20172019, we sold the rights to
anone additional
10regional developer territory for a combined minimum development commitment of 40 clinics over a ten-year period. In 2020, we sold the rights to six additional regional developer territories for a combined minimum development
commitment of
25937 clinics over
a seven to ten-year period. In 2020, regional developers were responsible for 83% of the
lifetime121 franchise license sales for the year. This growth reflects the power of
theirthe regional developer
agreements.
program to accelerate the number of clinics opening across the country.
Opening clinics in development.
In addition to our
399579 operating clinics as of December 31,
2017,2020, we have granted franchises, either directly or
throughwith our regional
developers,developers' support, for an additional
104212 clinics that we believe will be developed in the
future.future and executed 41 letters-of-intent for future clinic licenses. We will continue to support our franchisees and regional developers to open these clinics and to achieve sustainable performance as rapidly as possible.
During the year ended December 31, 2017, we terminated three franchise licenses for undeveloped clinics that were in default.
Continue to improve margins and leverage infrastructure.
We believe our corporate infrastructure can support a clinic base greater than our existing footprint. As we continue to grow, we expect to drive greater efficiencies across our operations, development and marketing programs and further leverage our technology and existing support infrastructure. We believe we will be able to control corporate costs over time to enhance margins as general and administrative expenses grow at a slower rate than our clinic base and sales.
As a percentage of revenue, general and administrative expenses during the year ended December 31, 2020 and 2019 were 62% and 63%, respectively, reflecting improved leverage of our operating model. At the clinic level, we expect to drive margins and labor efficiencies through continued sales growth and consistently applied operating standards as our clinic base matures and the average number of patient visits increases. In addition, we
willcontinue to consider introducing selected and complementary branded products such as nutraceuticals or dietary supplements and related additional services.
Acquiring existing franchises.
We believe that we can accelerate the development of, and revenue generation from, company-owned or managed clinics through the further selective acquisition of existing franchised clinics. We will
seek outcontinue to pursue the
opportunistic acquisition of existing franchised clinics that meet our criteria for demographics, site attractiveness, proximity to other clinics and additional suitability factors. Following the completion of the IPO through December 31,
2017,2020, we acquired
3444 existing franchises, subsequently closed three, and continue to operate
3141 of them as company-owned or managed clinics.
Development of company-owned or managed clinics.
We acquired our first company-owned or managed clinic on December 31, 2014. In the first full calendar quarter after that acquisition, total revenue from company-owned or managed clinics was $0.4 million, growing to approximately
$3.0$9.2 million in the quarter ended December 31,
2017. From July, 2016, we ceased additional expansion of our company-owned or managed clinic portfolio to allow our portfolio of clinics to mature and to focus resources on the growth of our franchise system. In January, 2017, we sold the assets of six of our 11 clinics in the Chicago area for a nominal amount to a limited liability company that includes existing franchisees as members, and recorded a related impairment charge. The limited liability company operates the clinics pursuant to a franchise agreement. We closed the remaining five Chicago-area clinics, as well as three company-managed clinics in upstate New York.2020. Total revenue from our
4764 company-owned or managed clinics was approximately
$11.1$31.8 million for the year ended December 31,
20172020 as compared to
$8.6$25.8 million from
6160 company-owned or managed clinics for the year ended December 31,
2016.2019. Through December 31,
2017,2020, revenue from company-owned or managed clinics consisted of revenue earned from
3141 franchised clinics that we acquired, as well as
1623 clinics that we developed.
When we resume the acquisition and development of company-owned or managed clinics,Consistent with our strategies discussed above, we intend to continue to target geographic clusters where we are able to increase efficiencies through a consolidated real estate penetration strategy, leverage cooperative advertisement and marketing, and attain general corporate and administrative operating efficiencies. We also believe that the development timeline and point of break-even for company-owned or managed clinics canwill be shortened as compared to our previous greenfield openings and
that our revenue from company-owned or managed clinics will ultimately exceed revenue that would be generated through royalty income from a franchise-only system.
In an effort to further combat healthcare fraud and protect patient confidentiality, Congress included several anti-fraud measures in the Health Insurance Portability and Accountability Act of 1996 (HIPAA). HIPAA created a source of funding for fraud control to coordinate federal, state and local healthcare law enforcement programs, conduct investigations, provide guidance to the healthcare industry concerning fraudulent healthcare practices, and establish a national data bank to receive and report final adverse actions. HIPAA also criminalized certain forms of healthcare fraud against all public and private payors. Additionally, HIPAA
mandatesmandated the adoption of standards regarding the exchange of healthcare information in an effort to ensure the privacy and security of electronic patient information. Sanctions for failing to comply with HIPAA include criminal penalties and civil sanctions. In February 2009, the American Recovery and Reinvestment Act of 2009 (ARRA) was enacted. Title XIII of ARRA, the Health Information Technology for Economic and Clinical Health Act (HITECH),
includesincluded substantial Medicare and Medicaid incentives for providers to adopt electronic health records (“EHR”) and grants for the development of health information exchange (“HIE”) systems. Recognizing that HIE and EHR systems
willwould not be implemented unless the public
cancould be assured that the privacy and security of patient information in such systems is protected, HITECH also significantly
expandsexpanded the scope of the privacy and security requirements under HIPAA. Most notable
are the newwere mandatory breach notification requirements and a heightened enforcement scheme that
includesincluded increased penalties,
and which nowexpanded to apply to business associates as well as to covered entities. In addition to HIPAA, a number of states have adopted laws and/or regulations applicable in the use and disclosure of individually identifiable health information that can be more stringent than comparable provisions under HIPAA and HITECH.
We believe that our operations substantially comply with applicable standards for privacy and security of protected healthcare
information. We cannot predict what negative effect, if any, HIPAA/HITECH or any applicable state law or regulation will have on our business.
information, but such ongoing compliance involves significant time, effort and expense.
State regulations on corporate practice of chiropractic.
In states that regulate the “corporate practice of chiropractic,” our chiropractic services are provided solely by legal entities organized under state laws as professional corporations, or PCs or their equivalents. Each of the PCs is wholly owned by one or more licensed chiropractors and employs or contracts with chiropractors in one or more offices. We do not own any capital stock of (or have any other ownership interest in) any such PC. We and our franchisees that are not owned by chiropractors enter into management services agreements with PCs to provide the PCs on an exclusive basis with all non-clinical administrative services needed by the chiropractic practice.
In February 2020, the State of Washington Chiropractic Quality Assurance Commission delivered notices that it was investigating complaints made against three chiropractors who own clinics, or are (or were) employed by clinics, in Washington for which our franchisees that are not owned by chiropractors provide management services. The notices contained allegations of fee-splitting, specifically targeting a provision in our Franchise Disclosure Document providing for the payment of royalty fees based on revenue derived from the furnishing of chiropractic care. The notices appear to question our business model. The Commission posed a number of questions to the chiropractors and requested documentation describing the fee structure and related matters. All three chiropractors have responded to the Commission. The investigations initiated by the Commission are in the early stages, and we are not yet aware of the full extent of the Commission’s concerns. As these investigations proceed, we are assisting, and will continue to assist, the chiropractors in working toward a resolution.
In February 2019, a bill was introduced in the Arkansas state legislature prohibiting the ownership and management of a chiropractic corporation by a non-chiropractor. The bill was drafted by the Arkansas State Board of Chiropractic Examiners. This bill has since been withdrawn. While it is questionable whether the prohibition would have been applicable to our business model in Arkansas, the bill could have been interpreted to challenge that model if it had passed in its proposed form. We have no assurance that another bill posing a similar or greater challenge to our business model will not be introduced in the future. Previously, in 2015, the Arkansas Board had questioned whether our business model might violate Arkansas law in its response to an inquiry we made on behalf of one of our franchisees. While the Arkansas Board did not thereafter pursue the matter of a possible violation, it might choose to do so at any time in the future.
In February 2019, the North Carolina Board of Chiropractic Examiners delivered notices alleging certain violations to sixteen chiropractors working for clinics in North Carolina for which our franchisees that are not owned by chiropractors provide management services. We retained legal counsel in this matter, and a preliminary hearing was conducted on February
21, 2019. The North Carolina Board issued its findings to each of the individual chiropractors, which generally included an overall finding that probable cause existed to show that the chiropractors violated one or more of the North Carolina Board’s rules. The findings each also proposed an Informal Settlement Agreement in lieu of proceeding to a full hearing before the North Carolina Board. On April 22, 2019, each of the chiropractors, through their attorneys, delivered to the North Carolina Board notices refuting the North Carolina Board’s findings and seeking revisions to the Settlement Agreement. The North Carolina Board replied with certain counterproposals, and all chiropractors have since accepted the terms. While the allegations consisted primarily of quality of care and advertising issues, it is possible that the actions of the North Carolina Board arose out of concerns related to our business model, and if so, we have no assurance that the North Carolina Board will not pursue other claims against the chiropractors in the future.
In November 2018, the Oregon Board of Chiropractic Examiners adopted changes to its rules to prohibit a chiropractor from owning or operating a chiropractic practice as a surrogate for a non-chiropractor. As in the case of the proposed Arkansas bill, it is questionable whether this prohibition is applicable to our business model in Oregon; however, depending upon how the amended rules are interpreted, they could similarly pose a threat. Since our franchisees began operating in Oregon, the Oregon Board has made several inquiries with respect to our business model. We have typically satisfied these inquiries by providing a brief response or documentation. In February 2018, the Oregon Board asked us for clarification regarding ownership of our franchise locations operating in Oregon, and we responded with the requested clarification. The Oregon Board has not taken any further action, but we have no assurance that it will not do so in the future or that we have satisfied the Oregon Board’s concerns. One of our franchisees received a letter from the Oregon Board alleging a violation of the rules against the corporate practice of chiropractic, but after a further exchange of correspondence with the franchisee, the Oregon Board notified the franchisee in August 2018 that the case was closed.
In November 2015, the California Board of Chiropractic Examiners commenced an administrative proceeding to which we were not a party, in which it claimed that the doctor who owns the PC that we manage in southern California violated California’s prohibition on the corporate practice of chiropractic, among other claims, because our management of the clinics operated by his PC involved the exercise of control over certain clinical aspects of his practice. The California Board of Chiropractic Examinersclaims were subsequently dismissed those claims in congruencecongruent with findingsthe decision of the overseeing administrative judge. law judge who conducted the proceeding; however, we cannot assure you that similar claims will not be made in the future, either against us or our affiliated PCs.
In a June 2015 Assurance of Discontinuance with the New York Attorney General, announced that it had entered into an Assurance of Discontinuance withAspen Dental Management, a provider of business support services to independently owned dental practices, agreed to settle claims that it improperly made business decisions impacting clinical matters, illegally engaged in New York, pursuantfee-splitting with dental practices and required the dental practices to whichuse the provider“Aspen Dental” trade name in a manner that had the potential to mislead consumers into believing that the “Aspen Dental”- branded offices were under common ownership with the provider. Pursuant to the settlement, Aspen Dental paid a substantial fine and agreed to change its business and branding practices. practices, including changes to its website and marketing materials in order to make clear that the Aspen-branded dental offices were independently owned and operated. While it has not done so to date, we cannot assure you that the New York Attorney General will not similarly choose to challenge our contractual relationships with our affiliated PCs in New York and, in particular, to question whether use of The Joint trademark by our affiliated PCs misleads consumers, causing them to incorrectly conclude that we are the provider of chiropractic treatment.
The Kansas Healing Arts Board, in response to a third-party complaint about one of our franchisees, sent a letter to the franchisee in February 2015 questioning whether the franchise business model might violate Kansas law regarding the unauthorized practice of chiropractic care. At the time, we and the franchisee had several communications with the Kansas Board with respect to modifying the management agreement to address its concerns. While we have had no further communications with the Board since that time, we have also received no assurance that changes to the agreement satisfied its concerns.
While the effect of the
proceeding beforeArkansas bill if passed, the
California Board of Chiropractic ExaminersOregon rules changes, and the
proceedings in Washington, North Carolina, California, New York
Assurance of Discontinuance isand Kansas may be that our business practices in
California and New York may bethose states are under stricter scrutiny than elsewhere, we believe we are in substantial compliance with all applicable laws relating to the corporate practice of chiropractic.
Please see the risk factor in Item 1A for a more detailed discussion of state regulations on the corporate practice of chiropractic as they relate to our business model.
Regulation relating to franchising
We are subject to the rules and regulations of the Federal Trade Commission and various state laws regulating the offer and sale of franchises. The Federal Trade Commission and various state laws require that we furnish a Franchise Disclosure Document or FDD containing certain information to prospective franchisees, and a number of states require registration of the FDD at least annually with state authorities. Included in the information required to be disclosed in our FDD is our business experience, material litigation, all fees due to us from franchisees, a franchisee’s estimated initial investment, restrictions on sources of products and services we impose on franchisees, development and operating obligations of franchisees, whether we provide financing to franchisees, our training and support obligations and other terms and conditions of our franchise agreement. We are operating under exemptions from registration in several states based on our qualifications for exemption as set forth in those states’ laws. Substantive state laws regulating the franchisor-franchisee relationship presently exist in many states. We believe that our FDD and franchising procedures comply in all material respects with both the Federal Trade Commission guidelines and all applicable state laws regulating franchising in those states in which we have offered franchises. As of December 31,
2017,2020, we were registered to sell franchises in every state (where registrations are required); and could sell franchises in all 50 states.
Other federal, state and local regulation
We are subject to varied federal regulations affecting the operation of our business. We are subject to the U.S. Fair Labor Standards Act, the U.S. Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act and various other federal and state laws governing such matters as minimum wage requirements, overtime, fringe benefits, workplace safety and other working conditions and citizenship requirements. A significant number of our clinic service personnel are paid at rates related to the applicable minimum wage and increases in the minimum wage could increase our labor costs. We are continuing to assess the impact of
recently-adopted federal health care legislation on our health care benefit costs. Many of our smaller franchisees
will qualify for exemption from the
mandatory requirement to
either provide health insurance benefits
or pay a penalty to the IRS if not provided because of their small number of employees. The imposition of any requirement that we or our franchisees provide health insurance benefits to our or their employees that are more extensive than the health insurance benefits that we currently provide to our employees or that franchisees may or may not provide, or the imposition of additional employer paid employment taxes on income earned by our employees, could have an adverse effect on our results of operations and financial position. Our distributors and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher costs for goods and services supplied to us.
In August, 2015,
A July 2014 decision by the United States National Labor Relations Board (or “NLRB”) adopted a more expansive definition of what it means to be a “joint employer,” making it easier for employees of franchisees to organize and bargain collectively. This NLRB action, as well as a July 2014 NLRB action holdingNLRB) held that McDonald’s Corporation could be held jointly liable as a “joint employer” for labor and wage violations by its franchisees may also make it easier for a franchisor to be held responsible as employer for a franchisee’s misconduct. In December, 2017,under the Fair Labor Standards Act (FLSA). After this decision, the NLRB reversedissued a number of complaints against McDonald’s Corporation in connection with these violations, although these complaints were ultimately settled without any admission of liability by McDonald’s. Additionally, an August 2015 decision by the standard it had set in 2015 and reinstated a narrower definition of what it means to beNLRB held that Browning-Ferris Industries was a “joint employer.” We believe that this recent NLRB action is favorableemployer” for purposes of collective bargaining under the National Labor Relations Act (or NLRA) and, thus, obligated to us and makes it less likely that we would be held accountablenegotiate with the Teamsters union over workers supplied by a contract staffing firm within one of its recycling plants.
In an effort to effectively reverse the McDonald’s Corporation decision, in 2020, the Department of Labor (or “DOL”) issued a final rule narrowing the meaning of “joint employer” in the FLSA. Much of the new rule relating to “joint employer” status was then vacated by the United States District Court for the actionsSouthern District of our franchisees. In February 2018,New York in a lawsuit brought by various state attorneys general. While the NLRB reversed itsDOL has appealed the district court decision, the Biden administration will likely seek to revertrescind or rewrite the final rule, so as to the narrower (and thusreinstate a more favorable to us)expansive definition of “joint employer,” dueand have the appeal dismissed as moot. Similarly, in an effort to effectively reverse the Browning-Ferris decision, in 2020, the NLRB issued a conflictfinal rule, narrowing the meaning of interest on“joint employer” in the part of onecollective bargaining context under the NLRA. As in the case of the NLRB’s commissioners. WhileDOL final rule, it is expected that the Biden administration will likely try to rescind or rewrite the final rule so as to reinstate the 2015 Browning-Ferris expansive definition of “joint employer.” The Equal Opportunity Employment Commission (EEOC), whichenforces anti-discrimination laws, is likely to issue rules with an expansive definition of “joint employer” as well.
In February 2021, the Protecting the Right to Organize (PRO) Act was reintroduced in the U.S. House of Representatives, which, among other things, seeks to codify in the NLRA the Browning-Ferris expansive definition of “joint employer.” The PRO Act is supported by the Biden administration.
The expected replacement of the DOL and NLRB rules, possible new rules for the EEOC, and the potential passage of the PRO Act, all of which are likely to include or reinstate expansive definitions of “joint employer,” have implications for our business model. We could have responsibility for damages, reinstatement, back pay and penalties in connection with labor law and employment discrimination violations by our franchisees over whom we have limited control. Furthermore, it may be easier for our franchisees’ employees to organize into unions, require us to participate in collective bargaining with those employees,
provide those employees and their union representatives with bargaining power to request that we have our franchisees raise wages, and make it more expensive and less profitable to operate a franchised clinic.
California adopted Assembly Bill 5, or AB-5, which took effect on January 1, 2020. This legislation codifies the standard established in a California Supreme Court case (Dynamex Operations West v. Superior Court) for determining whether workers should be classified as employees or independent contractors, with a strict test that puts the burden of proof on employers to establish that workers are not employees. The law is aimed at the so-called “gig economy” where workers in many industries are treated as independent contractors, rather than employees, and lack the protections of wage and hour laws, although California voters recently approved a ballot initiative, now under court review, to exclude app-based drivers from the application of AB-5. AB-5 is not a franchise-specific law and does not address joint employer liability; however, a significant concern exists in the franchise industry that an expansive interpretation of AB-5 could be used to hold franchisors jointly liable for the labor law violations of its franchisees. Courts addressing this action was taken moreissue have come to differing conclusions, and while it remains uncertain as to how the joint employer issue will finally be resolved in California, potential new federal laws or regulations may ultimately be controlling on procedural than on policy grounds, it effectively reinstatesthis issue.
AB-5 has been the
NLRB’s 2015 ruling.subject of widespread national discussion. Other states are considering similar approaches. Some states have adopted similar laws in narrower contexts, and a handful of other states have adopted similar laws for broader purposes. All of these laws or proposed laws may similarly raise concerns with respect to the expansion of joint liability to the franchise industry. Furthermore, there have been private lawsuits in which parties have alleged that a franchisor and its franchisee “jointly employ” the franchisee’s staff, that the franchisor is responsible for the franchisees’ staff (under theories of apparent agency, ostensible agency, or actual agency), or otherwise.
We are required to comply with the accessibility standards mandated by the U.S. Americans with Disabilities Act of 1990 and related federal and state statutes, which generally prohibit discrimination in accommodation or employment based on disability. We may, in the future, have to modify our clinics to provide service to or make reasonable accommodations for disabled persons. While these expenses could be material, our current expectation is that any such actions will not require us to expend substantial funds.
We are subject to extensive and varied state and local government regulation affecting the operation of our business, as are our franchisees, including regulations relating to public and occupational health and safety, sanitation, fire prevention and franchise operation. Each franchised clinic is subject to licensing and regulation by a number of governmental authorities, which include zoning, health, safety, sanitation, environmental, building and fire agencies in the jurisdiction in which the clinic is located. We require our franchisees to operate in accordance with standards and procedures designed to comply with applicable codes and regulations. However, our or our franchisees’ inability to obtain or retain health or other licenses would adversely affect operations at the impacted clinic or clinics. Although we have not experienced and do not anticipate any significant difficulties, delays or failures in obtaining required licenses, permits or approvals, any such problem could delay or prevent the opening of, or adversely impact the viability of, a particular clinic. In addition, in order to develop and construct our clinics, we need to comply with applicable zoning and land use regulations. Federal and state regulations have not had a material effect on our operations to date, but more stringent and varied requirements of local governmental bodies with respect to zoning and land use could delay or even prevent construction and increase development costs of new clinics.
Competition
The chiropractic industry is highly fragmented. According to
First Research’sthe IBIS market research report
in April 2020, the
top 50 providers of chiropractic services in the United Statesfour largest industry companies were each expected to generate less than
10%1.0% of
total industry
revenue.revenue in 2020. Our competitors include approximately
39,00041,000 independent chiropractic offices currently open throughout the United States, according to a
20172020 Kentley Insights market research report, as well as certain multi-unit operators. We may also face competition from traditional medical practices, outpatient clinics, physical therapists, med-spas, massage therapists and sellers of devices intended for home use to address back and joint discomfort. Our three largest multi-unit competitors are HealthSource Chiropractic,
AlignLife Chiropractic & Natural HealthChiroOne Wellness Centers, and
ChiroOne Wellness Centers,100% Chiropractic, all of which are insurance-based models.
We have identified
threesix competitors who are attempting to duplicate our cash-only, low cost, appointment-free model. Based on publicly available information, these competitors each operate
lessfewer than
ten14 clinics as franchises. We anticipate that other direct competitors will join our industry as our visibility, reputation and perceived advantages become more widely known. We believe our first mover advantage, proprietary operations systems, and strong unit level economics will continue to accelerate our growth even with the spawning of additional competition.
Employees
Human Capital Resources
As of
March 2, 2018, we had 148 employeesDecember 31, 2020, The Joint Corp. and our consolidated variable interest entities employed approximately 225 persons on a full-time
basis and approximately 200 persons on a part-time basis. None of our employees are members of unions or participate in other collective bargaining arrangements.
We believe our employees are among our most valuable resources and are critical to our continued success. We focus significant attention on attracting and retaining talented and experienced individuals to operate our clinics and support our operations, and our management believes in a continuous improvement culture and routinely reviews employee turnover rates at various levels of the organization. We use a combination of fixed and incentive pay, including base salary, bonuses, and stock-based compensation. The principal purposes of our equity incentive plans are to attract, retain and motivate selected leaders through the granting of stock-based compensation awards.
In order to achieve our goal of opening 1,000 clinics by the end of 2023, it is crucial that we continue to attract and retain qualified chiropractors. We strive to make The Joint Chiropractic the career path of choice for chiropractors, with opportunities for our chiropractors to grow and develop in their careers, supported by competitive compensation and benefits, and with our simple business model that allows our chiropractors to focus on patient care. Our competitive employment program for chiropractors includes: (i) full time and flexible hours with full benefits and paid time off, (ii) part time and flexible hours with some benefits, (iii) company-paid malpractice insurance, and (iv) competitive starting base salary. We are also expanding our relationship with chiropractic colleges to increase engagement with students and to increase the applicant flow of qualified candidates.
In order to ensure that we are meeting our human capital objectives, we plan to utilize engagement surveys to understand the perception of our brand as an employer and the effectiveness of our employee and compensation programs and to learn where we can improve across the company.
We are committed to hiring, developing, and supporting a diverse and inclusive workplace. Our management teams and all of our employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All our employees must adhere to a code of conduct that sets standards for appropriate behavior and includes required annual training on preventing, identifying, reporting and stopping any type of unlawful harassment and discrimination.
We recognize that our best performance comes when our teams are diverse, and accordingly, diversity, equity and inclusion ("DEI") are a critical part of our vision of building a world-class organizational culture. In 2020, we reemphasized our focus on DEI when we designated DEI as part of the formal responsibilities of our senior leaders and a key strategic initiative integral to reaching our goal of 1,000 clinics by the end of 2023. In 2021, we plan to formulate and initiate a more robust DEI strategy, which will include: (i) organizational review and assessment, (ii) confirmation of our DEI vision and goals, and (iii) development of a two to three year DEI strategy and measurement plan, including determining key performance indicators.
We are also committed to maximizing the performance and potential of our corporate employees. In 2021, we will be formalizing and implementing our performance and compensation management resources, which include: (i) establishing a formal compensation structure and guidelines and (ii) increasing employee and manager training.
The safety of our employees and patients is a paramount value for us. During 2020, in response to the COVID-19 pandemic, we enhanced and formalized our safety protocols and procedures to protect our employees and our patients. These protocols include complying with social distancing and other health and safety standards as required by federal, state and local government agencies, taking into consideration guidelines of the Centers for Disease Control and Prevention and other public health authorities. Many of our support functions during this time have required modification as well, including our corporate headquarters employees, as they began to work remotely in March 2020.
As an essential healthcare service, we are committed to being there for our patients during the pandemic and beyond, as they seek relief from pain and for their well-being. Since the onset of the pandemic, nearly two-thirds of Americans were forced to work from home, and the pandemic continues to generate stress for many, resulting in neck and back pain, sedentary behavior, and lower levels of activity. In June 2020, as part of our commitment to get Americans moving and making quality chiropractic care convenient and affordable, our doctors donated more than $1.7 million worth of chiropractic care to more than 60,0000 new patients, surpassing our initial goal of $1 million of donated care despite the pandemic.
We lease the property for our corporate headquarters and all of the properties on which we own or manage clinics. As of
March 2, 2018,December 31, 2020, we leased
4774 facilities in which we operate or intend to operate clinics.
We are obligated under two additional leases for facilities in which we have ceased clinic operations.
Our corporate headquarters are located at 16767
NorthN. Perimeter
Center Drive, Suite
240,110, Scottsdale, Arizona 85260. The term of our lease for this location expires on
JulyDecember 31,
2019.2025. The primary functions performed at our corporate headquarters are
financial,finance and accounting, treasury, marketing, operations, human resources, information systems support, and legal.
We are also obligated under non-cancellable leases for the clinics which we own or manage. Our clinics are on average 1,200 square feet. Our clinic leases generally have an initial term of five years, include one to two options to renew for terms of five years, and require us to pay a proportionate share of real estate taxes, insurance, common area maintenance charges and other operating costs.
As of
March 2, 2018,December 31, 2020, our franchisees operated
355515 clinics in
2932 states. All of our franchise locations are leased.
Intellectual Property
Trademarks, trade names and service marks
“The Joint Chiropractic” is our trademark,
Our registered trademarks include the following in December 2016, under registration number 5095943. We have alsothe United States:
| | | | | | | | |
| Trademark | Registration Date | Registration Number |
| The Joint Chiropractic | December 2016 | 5095943 |
| You're Back, Baby. | August 2020 | 6131833 |
| You're Back, Baby | July 2019 | 5940161 |
| Back-Tober | September 2018 | 5571732 |
| Relief Recovery Wellness | February 2018 | 5398367 |
| Pain Relief Is At Hand | February 2018 | 5395995 |
| What Life Does To Your Body, We Undo | February 2018 | 5396012 |
| Be Chiro-Practical | October 2017 | 5313693 |
| Relief. On so many levels | December 2015 | 4871809 |
| The Joint | April 2015 | 4723892 |
| The Joint… The Chiropractic Place (stylized) | April 2013 | 4323810 |
| The Joint… The Chiropractic Place | February 2011 | 3922558 |
Our registered
"Relief Recovery Wellness"trademarks include the following in
February 2018, under registration number 5398367, “Be Chiro-Practical” in October 2017, under registration number 5313693, “Relief. On so many levels” in December 2015, under registration number 4871809, and “The Joint” in April 2015, under registration number 4723892.Additional trademarks previously registered include “The Joint… the Chiropractic Place” registered in February 2011, under registration number 3922558. We also registered the words, letters, and stylized form of service mark, “The Joint… the Chiropractic Place” in April 2013 under registration number 4323810.
Canada:
| | | | | | | | |
| Trademark | Registration Date | Registration Number |
| The Joint | February 2017 | 1825026 |
| The Joint Chiropractic | February 2017 | 1825027 |
| The Joint Chiropractic (stylized) | February 2017 | 1825028 |
ITEM 1A. RISK FACTORS
Risks Related to Our Business
RISKS RELATED TO OPERATING OUR BUSINESS
New clinics, once opened, may not be profitable, and the increases in average clinic sales and comparable clinic sales that we have experienced in the past may not be indicative of future results.
Our clinics continue to demonstrate increases in comparable clinic sales even as they mature. Our annual Comp Sales for the full year 2017,2020, for clinics that have been open for at least 13 full months was 9%, and for clinics that have been open for greater than 48 months, was 13%5%. However, we cannot assure you that this will continue for our existing clinics or that clinics we open in the future will see similar results. In new markets, the length of time before average sales for new clinics stabilize is less predictable and can be longer than we expect because of our limited knowledge of these markets and consumers’ limited
awareness of our brand. New clinics may not be profitable and their sales performance may not follow historical patterns. In addition, our average clinic sales and comparable clinic sales for existing clinics may not increase at the rates achieved over the past several years. Our ability to operate new clinics, especially company-owned or managed clinics, profitably and increase average clinic sales and comparable clinic sales will depend on many factors, some of which are beyond our control, including:
•consumer awareness and understanding of our brand;
•general economic conditions, which can affect clinic traffic, local rent and labor costs and prices we pay for the supplies we use;
•changes in consumer preferences and discretionary spending;
•competition, either from our competitors in the chiropractic industry or our own clinics;
•the identification and availability of attractive sites for new facilities and the anticipated commercial, residential and infrastructure development near our new facilities;
•changes in government regulation;
•in certain regions, decreases in demand for our services due to inclement weather; and
•other unanticipated increases in costs, any of which could give rise to delays or cost overruns.
If our new clinics do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable to achieve our expected average clinics sales, our business, financial condition and results of operations could be adversely affected.
Our failure to manage our growth effectively could harm our business and operating results.
Our growth plan includes a significant number of new clinics, focused currently on franchised clinics,
but in the long term, also includingand addition of company-owned or managed clinics. Our existing clinic management systems, administrative staff, financial and management controls and information systems may be inadequate to support our planned expansion. Those demands on our infrastructure and resources may also adversely affect our ability to manage our existing clinics. Managing our growth effectively will require us to continue to enhance these systems, procedures and controls and to hire, train and retain managers and team members. We may not respond quickly enough to the changing demands that our expansion will impose on our management, clinic teams and existing infrastructure which could harm our business, financial condition and results of operations. We are currently in the process of replacing and upgrading our management information systems, and we cannot provide assurances that we will accomplish this without delays, difficulties or service interruptions.
Our long-term strategy involves opening new, company-owned or managed clinics and is subject to many unpredictable factors.
One component of our long-term growth strategy
will beis to open new company-owned or managed clinics and to operate those clinics on a profitable
basis. After the sale or closingbasis, often in untested geographic areas. As of
14 company-ownedDecember 31, 2020, we owned or managed
clinics in Chicago and Upstate New York during 2017,64 clinics. Previously, we
currently own or manage 47 company-owned or managed clinics. We suspended the development of new company-owned or managed clinics from July 2016
through the fourth quarter of 2018 in order to stabilize our corporate clinic
portfolio,portfolio. We believe we accomplished that goal, and
when we
resumeresumed development of such clinics in
2018,2019, continued to do so in 2020, and expect to accelerate such development in 2021. We have limited or no prior experience operating in a number of geographic areas, particularly in areas in which snow and ice are factors in the winter months. We may encounter difficulties, including reduced patient volume related to inclement weather, as we
attempt to expand into those untested geographic areas, and we may not be as successful as we are in geographic areas where we have greater familiarity and brand recognition. We may not be able to open new company-owned or managed clinics as quickly as planned. In the past, we have experienced delays in opening some franchised
and company-owned or managed clinics, for various reasons, including
the landlord’s failure to turn over the premises to our franchisee on a timely basis.construction permitting, landlord responsiveness, and municipal approvals. Such delays could
happen again inaffect future clinic openings. Delays or failures in opening new clinics could materially and adversely affect our growth strategy and our business, financial condition and results of operations.
As we operate more clinics, our rate of expansion relative to the size of our clinic base will eventually decline.In addition, one of our biggestwe face challenges is locating and securing an adequate supply of suitable new clinic sites in our target markets. Competition for those sites is intense, and other retail concepts that compete for those sites may have unit economic models that permit them to bid more aggressively for those sites than we can. There is no guarantee that a sufficient number of suitable sites will be available
in desirable areas or on terms that are acceptable to us in order to achieve our growth plan. Our ability to open new clinics also depends on other factors, including:
•negotiating leases with acceptable terms;
•attracting qualified chiropractors;
•identifying, hiring and training qualified employees in each local market;
•identifying and entering into management agreements with suitable PCs in certain target markets;
•timely delivery of leased premises to us from our landlords and punctual commencement and completion of construction;
•managing construction and development costs of new clinics, particularly in competitive markets;
•obtaining construction materials and labor at acceptable costs, particularly in urban markets;
•unforeseen engineering or environmental problems with leased premises;
•generating sufficient funds from operations or obtaining acceptable financing to support our future development;
•securing required governmental approvals, permits and licenses (including construction permits and operating licenses) in a timely manner and responding effectively to any changes in local, state or federal laws and regulations that adversely affect our costs or ability to open new clinics; and
avoiding •the impact of inclement weather, natural disasters and other calamities.
Our expansion into new markets may be more costly and difficult than we currently anticipate which would result in slower growth than we expect.
Clinics we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy, marketing or operating costs than clinics we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees who share our vision and culture. We may also incur higher costs from entering new markets, particularly with company-owned clinics if, for example, we hire and assign regional managers to manage comparatively fewer clinics than in more developed markets. For these reasons, both our new franchised clinics and our new company-owned or managed clinics may be less successful than our existing franchised clinics or may achieve target rates of patient visits at a slower rate. If we do not successfully execute our plans to enter new markets, our business, financial condition and results of operations could be materially adversely affected.
Opening new clinics in existing markets may negatively affect revenue at our existing clinics.
The target area of our clinics varies by location and depends on a number of factors, including population density, other available retail services, area demographics and geography. As a result, the opening of a new clinic in or near markets in which we already have clinics could adversely affect the revenues of those existing clinics. Existing clinics could also make it more difficult to build our patient base for a new clinic in the same market. Our business strategy does not entail opening new clinics that we believe will materially affect revenue at our existing clinics, but we may selectively open new clinics in and around areas of existing clinics that are operating at or near capacity to effectively serve our patients. Revenue “cannibalization” between our clinics may become significant in the future as we continue to expand our operations and could affect our revenue growth, which could, in turn, adversely affect our business, financial condition and results of operations.
Any acquisitions that we make could disrupt our business and harm our financial condition.
From time to time, we may evaluate potential strategic acquisitions of existing franchised clinics to facilitate our growth. We may not be successful in identifying acquisition candidates. In addition, we may not be able to continue the operational success of any franchised clinics we acquire or successfully integrate any businesses that we acquire. We may have potential write-offs of acquired assets and an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition may not be successful, may reduce our cash reserves and may negatively affect our earnings and financial performance. We cannot ensure that any acquisitions we make will not have a material adverse effect on our business, financial condition and results of operations.
Our expansion into new markets may be more costly and difficult than we currently anticipate which would result in slower growth than we expect.
Clinics we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy, marketing or operating costs than clinics we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees who share our vision and culture. We may also incur higher costs from entering new markets, particularly with company-owned or operated clinics if, for example, we hire and assign regional managers to manage comparatively fewer clinics than in more developed markets. For these reasons, both our new franchised clinics and our new company-owned or managed clinics may be less successful than our existing franchised clinics or may achieve target rates of patient visits at a slower rate. If we do not successfully execute our plans to enter new markets, our business, financial condition and results of operations could be materially adversely affected.
Opening new clinics in existing markets may negatively affect revenue at our existing clinics.
The target area of our clinics varies by location and depends on a number of factors, including population density, other available retail services, area demographics and geography. As a result, the opening of a new clinic in or near markets in which
we already have clinics could adversely affect the revenues of those existing clinics. Existing clinics could also make it more difficult to build our patient base for a new clinic in the same market. Our business strategy does not entail opening new clinics that we believe will materially affect revenue at our existing clinics, but we may selectively open new clinics in and around areas of existing clinics that are operating at or near capacity to effectively serve our patients. Revenue “cannibalization” between our clinics may become significant in the future as we continue to expand our operations and could affect our revenue growth, which could, in turn, adversely affect our business, financial condition and results of operations.
Damage to our reputation or our brand in existing or new markets could negatively impact our business, financial condition and results of operations.
We believe we have built our reputation on high quality,
empathetic patient care, and we must protect and grow the value of our brand to continue to be successful in the future. Our brand may be diminished if we do not continue to make investments in areas such as marketing and advertising, as well as the day-to-day investments required for facility operations, equipment upgrades and staff training. Any incident, real or perceived, regardless of merit or outcome, that erodes our brand, such as failure to comply with federal, state or local regulations including allegations or perceptions of non-compliance or failure to comply with ethical and operating standards, could significantly reduce the value of our brand, expose us to adverse publicity and damage our overall business and reputation. Further, our brand value could suffer and our business could be adversely affected if patients perceive a reduction in the quality of service or staff.
Our potential need to raise additional capital to accomplish our objectives of expanding into new markets and selectively developing company-owned or managed clinics exposes us to risks including limiting our ability to develop or acquire clinics and limiting our financial flexibility.
We resumed the selective development and acquisition of company-owned or managed clinics in 2019 and plan to accelerate this development in 2021. If we do not have sufficient cash resources, our ability to develop and acquire clinics could be limited unless we are able to obtain additional capital through future debt or equity financing. Using cash to finance development and acquisition of clinics could limit our financial flexibility by reducing cash available for operating purposes. Using debt financing could result in lenders imposing financial covenants that limit our operations and financial flexibility. Using equity financing may result in dilution of ownership interests of our existing stockholders. We may
be unable to maintain or improve our operating margins, which could adversely affect our financial condition and ability to grow.If we are unable to successfully manage our growth, we may not be able to capture the efficiencies and opportunities that we expect from our expansion strategy. If we are not able to capture expected efficiencies of scale, maintain patient volumes, improve our systems and equipment, continue our cost discipline and retain appropriate chiropractors and overall labor levels, our operating margins may stagnate or decline, which could have a material adverse effect on our business, financial condition and results of operations and adversely affect the price of ouralso use common stock.
We have experienced net losses and may not achieve or sustain profitability in the future.
We have experienced periods of net losses, including consolidated net losses of approximately $3.3 and $15.2 millionstock as consideration for the years ended December 31, 2017 and 2016, respectively. Our revenue may not grow and we may not achieve or maintain profitability in the future. Even if we do achieve profitability, we may not sustain or increase profitability on a quarterly or annual basis in the future. Our ability to achieve profitability will be affected by the other risks and uncertainties described in this section and in Management’s Discussion and Analysis.future acquisition of clinics. If we are not able to achieve, sustain or increase profitability, our business will be materially adversely affected and the price of our common stock does not maintain a sufficient market value or if prospective acquisition candidates are unwilling to accept our common stock as part of the consideration for the sale of their clinics or businesses, we may decline.
be required to use more of our cash resources or greater debt financing to complete these acquisitions.
Our marketing programs may not be successful.
We incur costs and expend other resources in our marketing efforts to attract and retain patients. Our marketing activities are principally focused on increasing brand awareness and driving patient volumes. As we open new
facilities,clinics, we undertake aggressive marketing campaigns to increase community awareness about our growing presence. We plan
to continue to utilize targeted marketing efforts within local neighborhoods through channels such as radio, digital media, community sponsorships and events, and a robust online/social media presence. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenue. Our ability to market our services may be restricted or limited by federal or state law.
We will be subject to all of the risks associated with leasing space subject to long-term non-cancelable leases for clinics that we intend to operate.
We do not own, and we do not intend to own, any of the real property where our company-owned or managed clinics
will operate. We expect the spaces for the company-owned or managed clinics we intend to open in the future will be leased. We anticipate that our leases generally will have an initial term of five or ten years and generally can be extended only in five-year increments (at increased rates). We expect that all of our leases will require a fixed annual rent, although some may require the payment of additional rent if clinic sales exceed a negotiated amount. We expect that our leases will typically be net leases, which require us to pay all of the
costcosts of insurance, taxes, maintenance and utilities, and that these leases will not be cancellable by us. If a future company-owned
or managed clinic is not profitable, resulting in its closure, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. In addition, we may fail to negotiate renewals as each of our leases expires, either on commercially acceptable terms or at all, which could cause us to pay increased occupancy costs or to close
storesclinics in desirable locations. These potential increases in occupancy costs and the cost of closing company-owned or managed clinics could materially adversely affect our business, financial condition or results of operations. We have settled disputes over future rent with landlords at
elevenall of the
fourteenthirteen clinics that we either closed or never opened.
We are currently negotiating with the remaining three landlords.Our intended reliance on sources
Major public health concerns, including the
lossoutbreak of
epidemic or pandemic contagious disease such as COVID-19, may adversely affect revenue
at our clinics and
reductiondisrupt financial markets. In the case of
working capital.FromCOVID-19, revenue at our clinics has been adversely affected and financial markets have been disrupted, both of which are likely to continue.
In January 2020, the
commencementWorld Health Organization declared that the COVID-19 outbreak, which began in China and has since spread to other areas, is a global health emergency. In March 2020, the World Health Organization declared the outbreak of
our operations until we beganCOVID-19 a pandemic. The COVID-19 pandemic continues to
acquire or open company-owned or managed clinics, we have relied exclusively onspread throughout the
saleU.S. and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. The spread of
franchises and regional developer licenses as sources of revenue until the
franchises we have sold begin to generate royalty revenues. While we have determined to re-emphasize our franchising strategyvirus in the
near term, weU.S. or a similar public health threat, or fear of such an event, may
place less relianceresult in (and in the
futurecase of the COVID-19 pandemic, has resulted in), among other things, a reduced willingness of patients to visit our clinics or the shopping centers in which they are located out of concern over exposure to contagious disease, closed clinics, reduced business hours, and a decline in revenue. A prolonged outbreak, resulting in reduced patient traffic and continued disruptions to capital and financial markets, could have (and in case of the COVID-19 pandemic, has resulted in) a material adverse impact on
these sources of revenue when we resume acquiring, developing and operating company-owned or managed clinics. Prior to January 1, 2018, we did not recognize revenues from company-owned or managed clinics until the opening of those clinics, and we will be required to use our working capital to operate our business and to develop company-owned or managed clinics. If the opening of our company-owned or managed clinics is delayed or if the cost of developing company-owned or managed clinics exceeds our expectations, we may experience insufficient working capital to fully implement our development plans, and our business, financial condition,
and results of operations,
could be adversely affected. Our potential need to raise additional capital to accomplish our objectives of expanding into new markets and selectively developing company-owned or managed clinics exposes us to risks including limiting our ability to develop or acquire clinics and limiting our financial flexibility.
We intend to resume the selective development and acquisition of company-owned or managed clinics and related businesses. If we do not have sufficient cash resources, our ability to develop and acquire clinics and related businesses could be limited unless we are able to obtain additional capital through future debt or equity financings. Using cash to finance development and acquisition of clinics and related businesses could limit our financial flexibility by reducing cash available for operating purposes. Using debt financing could result in lenders imposing financial covenants that limit our operations and financial flexibility. Using equity financing may result in dilution of ownership interestsmarket price of our existing stockholders. We may also use common stock as consideration for the future acquisition of clinics and related businesses. If our common stock does not maintain a sufficient market value or if prospective acquisition candidates are unwilling to accept our common stock as part of the consideration for the sale of their clinics or businesses, we may be required to use more of our cash resources or greater debt financing to complete these acquisitions.
Changes in economic conditions and adverse weather and other unforeseen conditions could materially affect our ability to maintain or increase sales at our clinics or open new clinics.
Our services emphasize maintenance therapy, which is generally not a medical necessity, and should be viewed as a discretionary medical expenditure. The United States in general or the specific markets in which we operate may suffer from depressed economic activity, recessionary economic cycles, higher fuel or energy costs, low consumer confidence, high levels of unemployment, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies, reduced access to credit or other economic factors that may affect consumer discretionary spending. Traffic in our clinics could decline if consumers choose to reduce the amount they spend on non-critical medical procedures. Negative economic conditions might cause consumers to make long-term changes to their discretionary spending behavior, including reducing medical discretionary spending on a permanent basis. In addition, given our geographic concentrations in the West, Southwest,
Southeast, and mid-Atlantic regions of the United States, economic conditions in those particular areas of the country could have a disproportionate impact on our overall results of operations, and regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, tornadoes, earthquakes, hurricanes, floods, droughts, fires or other natural or man-made disasters could materially adversely affect our business, financial condition and results of operations. Adverse weather conditions may also impact customer traffic at our clinics. All of our clinics depend on visibility and walk-in traffic, and the effects of adverse weather may decrease visits to malls in which our clinics are located and negatively impact our revenues. If clinic sales decrease, our profitability could decline as we spread fixed costs across a lower level of
sales.revenues. Reductions in staff levels, asset impairment charges and potential clinic closures could result from prolonged negative clinic sales, which could materially adversely affect our business, financial condition and results of operations.
RISKS RELATED TO USE OF THE FRANCHISE BUSINESS MODEL
Our dependence on the success of our franchisees exposes us to risks including the loss of royalty revenue and harm to our brand.
A substantial portion of our revenues comes from royalties generated by our franchised
clinics, which royalties are based on the revenues generated by those clinics. We anticipate that franchise royalties will represent a substantial part of our revenues in the future. As of December 31,
2017,2020, we had franchisees operating
352or managing 515 clinics.
Accordingly, we are reliantWe rely on the performance of our franchisees in successfully opening and operating their clinics and paying royalties
and other fees to us on a timely basis. Our franchise system subjects us to a number of risks as described
here and in the next four risk factors. These risks include a significant decline in our franchisees’ revenue, which has occurred as a result of the current COVID-19 pandemic. Furthermore, we have taken actions to support our franchisees experiencing challenges during the COVID-19 pandemic, further reducing our royalty revenues and other fees from franchisees. These actions included a waiver of the minimum royalty requirement for the remainder of 2020, and for franchised clinics closed 16 days or more in a given month, a waiver of the monthly software fee for use of our proprietary or selected chiropractic or customer relationship management software, computer support and internet services support. We also waived the minimum required expenditure for local advertising, promotion and marketing during the second quarter of 2020, an action which negatively impacts our franchisees and us by reducing the visibility of “The Joint” brand in the marketplace. We may need to re-implement, expand or extend these accommodations to franchisees, further reducing our revenues from franchised clinics. These accommodations, the decline in our franchisees’ revenue and the occurrence of any of the other events described here and in the next four risk factors
any one of which could impact our ability to collect royalty payments from our franchisees,
may harm the goodwill associated with our brand, and
may materially adversely affect our business and results of operations.
Our franchisees are independent operators over whom we have limited control.
Franchisees are independent operators, and their employees are not our employees. Accordingly, their actions are outside of our control. Although we have developed criteria to evaluate and screen prospective franchisees, we cannot be certain that our franchisees will have the business acumen or financial resources necessary to operate successful franchises in their approved locations, and state franchise laws may limit our ability to terminate or modify these franchise agreements. Moreover, despite our training, support and monitoring, franchisees may not successfully operate clinics in a manner consistent with our standards and requirements, or may not hire and adequately train qualified personnel. The failure of our franchisees to operate their franchises successfully and the actions taken by their employees could have a material adverse effect on our reputation, our brand and our ability to attract prospective franchisees, and on our business, financial condition and results of operations.
A July, 2014 decision by the United States National Labor Relations Board (or “NLRB”) held that McDonald’s Corporation could be held jointly liable for labor and wage violations by its franchisees. Also, in August, 2015, the NLRB adopted a more expansive definition of what it means to be a “joint employer,” making it easier for employees of franchisees to organize and bargain collectively. In December, 2017, the NLRB reversed the standard it had set in 2015 and reinstated a narrower definition of what it means to be a “joint employer.” We believe that this recent NLRB action is favorable to us and makes it less likely that we would be held accountable for the actions of our franchisees, however, if this standard is again expanded, or if the McDonald’s decision is upheld, it could result in us having responsibility for damages, reinstatement, back pay and penalties in connection with labor law violations by our franchisees over whom we have no control, and could have a material adverse effect on our financial condition and results of operations. In February 2018, the NLRB reversed its decision to revert to the narrower (and thus more favorable to us) definition of “joint employer,” due to a conflict of interest on the part of one of the NLRB’s commissioners. While this action was taken more on procedural than on policy grounds, it effectively reinstates the NLRB’s 2015 ruling.
We are subject to the risk that our franchise agreements may be terminated or not renewed.
Each franchise agreement is subject to termination by us as the franchisor in the event of a default, generally after expiration of applicable cure periods, although under certain circumstances a franchise agreement may be terminated by us upon notice without an opportunity to cure. The default provisions under the franchise agreements are drafted broadly and include, among other things, any failure to meet operating standards and actions that may threaten our intellectual property. In addition, each franchise agreement has an expiration date. Upon the expiration of the franchise agreement, we or the franchisee may, or may not, elect to renew the franchise agreement. If the franchise agreement is renewed, the franchisee will receive a new franchise agreement for an additional term. Such option, however, is contingent on the franchisee’s execution of the
then-currentthen- current form of franchise agreement (which may include increased royalty payments, advertising fees and other costs) and the payment of a renewal fee. If a franchisee is unable or unwilling to satisfy any of the foregoing conditions, we may elect not to renew the expiring franchise agreement, in which event the franchise agreement will terminate upon expiration of its term. The termination or non-renewal of a franchise agreement could result in the reduction of royalty payments we receive.
Our franchisees may not meet timetables for opening their clinics, which could reduce the royalties we receive.
Our franchise agreements specify a timetable for opening the clinic. Failure by our franchisees to open their clinics within the specified time limit would result in the reduction of royalty payments we
receivewould have otherwise received and could result in the termination of the franchise agreement. As of December 31,
2017,2020, we
have 104had 253 active licenses
and letters-of-intent which we believe to be developable
and an additional eight letters of intent for future clinic licenses. Of these, 66 have not met their development requirements within the
specified time
periods specified in their franchise agreements.
Our franchisees may elect bankruptcy protection and deprive us of income.
The bankruptcy of a franchisee could negatively impact our ability to collect payments due under such franchisee’s franchise agreement. In a franchisee bankruptcy, the bankruptcy trustee may reject the franchisee’s franchise agreement pursuant to Section 365 under the United States Bankruptcy Code, in which case we would no longer receive royalty payments from the franchisee.
periods.
Our regional developers are independent operators over whom we have limited control.
Our regional developers are independent operators. Accordingly, their actions are outside of our control. We depend upon our regional developers to sell a minimum number of franchises within their territory and to assist the purchasers of those franchises to develop and operate their clinics. The failure by regional developers to sell the specified minimum number of franchises within the time limits set forth in their regional developer license agreements would reduce the franchise fees we
would otherwise receive, delay the payment of royalties to us and result in a potential event of default under the regional developer license agreement. Of our total of
eighteen22 regional developers as of December 31,
2017, ten of which were sold during 2017, three have2020, one had not met their minimum franchise
openingsales requirements within the time periods specified in their regional developer agreements.
FINANCIAL RISK FACTORS
Our level of debt could impair our financial condition and ability to operate.
In order to increase our cash position and preserve financial flexibility in responding to the impacts of the COVID-19 pandemic on our business, we drew down $2.0 million under the Credit Agreement and we secured a $2.7 million loan under the CARES Act Paycheck Protection Program. In the event we elect or are required to repay the PPP loan, our liquidity will be reduced by the amount of the repayment. Our level of debt could have important consequences to investors, including:
•requiring a portion of our cash flows from operations be used for the payment of interest on our debt, thereby reducing the funds available to us for our operations or other capital needs;
•limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate effectively couldbecause our available cash flow, after paying principal and interest on our debt, may not be impaired ifsufficient to make the capital and other expenditures necessary to address these changes;
•increasing our vulnerability to general adverse economic and industry conditions, since we will be required to devote a proportion of our cash flow to paying principal and interest on our debt during periods in which we experience lower earnings and cash flow, such as during the current COVID-19 pandemic;
•limiting our ability to obtain additional financing in the future to fund working capital, capital expenditures, acquisitions, and general corporate requirements; and
•placing us at a competitive disadvantage to other relatively less leveraged competitors that have more cash flow available to fund working capital, capital expenditures, acquisitions, and general corporate requirements.
If we fail to attract and retain our executive officers.Our success depends, in part, upon the continuing contributionsmaintain an effective system of our executive officers and key employees at the management level. Although we have employment agreements with certain of our key executive officers, there is no guarantee that they will not leave. The loss of the services of any of our executive officers or the failure to attract other executive officers could have a material adverse effect on our business or our business prospects. If we lose the services of any of our key employees at the operating or regional level,internal controls over financial reporting, we may not be able to replace them with similarly qualified personnel,accurately report our financial results, prevent fraud, or maintain investor confidence.
We are subject to the internal control requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which
could harmrequire management to assess the effectiveness of our
business.A lackinternal control over financial reporting. Our independent registered public accounting firm will not be required to attest to the effectiveness of qualified employeesour internal control over financial reporting pursuant to Section 404 until we are no longer a “non-accelerated filer.”
We previously reported in our Annual Report on Form 10-K as of December 31, 2019, a material weakness in internal control related to ineffective information technology general controls (ITGCs) in the areas of user access, information security policies, and program change-management over certain information technology (IT) systems that support the Company’s financial reporting processes. During 2020, we completed the remediation measures related to the material weakness and concluded that our internal control over financial reporting was effective as of December 31, 2020. Completion of remediation does not provide assurance that our remediation or other controls will
significantly hinder our growth planscontinue to operate properly. If we are unable to maintain effective internal control over financial reporting or disclosure controls and
adversely affect our results of operations.As we grow,procedures, our ability to increase productivityrecord, process and profitability willreport financial information accurately, and to prepare financial statements within required time periods could be limited byadversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our abilityfinancial statements and adversely impact our stock price.
Our balance sheet includes intangible assets and goodwill. A decline in the estimated fair value of an intangible asset or a reporting unit could result in an impairment charge recorded in our operating results, which could be material.
Goodwill is tested for impairment annually and between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Also, we review our amortizable intangible assets for impairment if an event occurs or circumstances change that would indicate the carrying amount may not be recoverable. If the carrying amount of our goodwill or another intangible asset were to employ, train and retain skilled personnel. There canexceed its fair value, the asset would be no assurance that we will be ablewritten down to maintain an adequate skilled labor force necessaryits fair value, with the impairment charge recognized as a noncash expense in our operating results. Adverse changes in future market conditions or weaker operating results compared to operate efficiently, that our labor expenses will not increaseexpectations, including, for example, as a result of the current COVID-19 pandemic, may impact our projected cash flows and estimates of weighted average cost of capital, which could result in a shortagepotentially material impairment charge if we are unable to recover the carrying value of our goodwill and other intangible assets.
Our balance sheet includes a significant number of long-lived assets in our corporate clinics, including operating lease right-of-use assets and property, plant and equipment. A decline in the supplycurrent and projected cash flows in our corporate clinics could result in impairment charges, which could be material.
Long-lived assets, such as operating lease right-of-use assets and property, plant and equipment in our corporate clinics, are tested for impairment if an event occurs or circumstances change that would indicate the carrying amount may not be recoverable. If the carrying amount of
skilled personnela long-lived asset were to exceed its fair value, the asset would be written down to its fair value and an impairment charge recognized as a noncash expense in our operating results. Adverse changes in future market conditions or
that we will not haveweaker operating results compared to
curtail our
planned internal growthexpectations, including, for example, as a result of
labor shortages.
Wethe current COVID-19 pandemic, may not be able to successfully recruitimpact our projected cash flows and retain qualified chiropractors.
Our success depends upon our continuing ability to recruit and retain qualified chiropractors. In the eventestimates of weighted average cost of capital, which could result in a potentially material impairment charge if we are unable to attract a sufficient numberrecover the carrying value of qualified chiropractors, our growth ratelong-lived assets.
Our increased reliance on sources of revenue other than from franchise and regional developer licenses exposes us to risks including the loss of revenue and reduction of working capital.
From the commencement of our operations until we began to acquire or open company-owned or managed clinics, we relied exclusively on the sale of franchises and regional developer licenses as sources of revenue until the franchises we sold began to generate royalty revenues. As our portfolio of company-owned or managed clinics matures, we have placed less reliance on these franchise sources of revenue. As we develop further company-owned or managed clinics, we will be required to use our working capital to operate our business. If the opening of our company-owned or managed clinics is delayed or if the cost of developing company-owned or managed clinics exceeds our expectations, we may
suffer.
experience insufficient working capital to fully implement our development plans, and our business, financial condition and results of operations could be adversely affected.
We have experienced net losses and may not achieve or sustain profitability in the future.
We have experienced periods of net losses in the past, and while we have recently achieved profitability, our revenue may not grow and we may not maintain profitability in the future. Our ability to maintain profitability will be affected by the other risks and uncertainties described in this section and in Management’s Discussion and Analysis. If we are not able to sustain or increase profitability, our business will be materially adversely affected and the price of our common stock may decline.
RISKS RELATED TO INDUSTRY DYNAMICS AND COMPETITION
Our clinics and chiropractors compete for patients in a highly competitive environment that may make it more difficult to increase patient volumes and revenues.
The business of providing chiropractic services is highly competitive in each of the markets in which our clinics operate. The primary bases of such competition are quality of care,
and reputation, price of services, marketing and advertising strategy
and implementation, convenience, traffic flow,
and visibility of office locations, and hours of operation. Our clinics compete with all other chiropractors in their local market. Many of those chiropractors have established practices and reputations in their markets. Some of these competitors and potential competitors may have financial resources, affiliation models, reputations or management expertise that provide them with competitive advantages over us, which may make it difficult to compete against them. Our three largest multi-unit competitors are HealthSource Chiropractic, which currently operates
295152 units;
AlignLife Chiropractic & Natural Health Centers, which currently operates 23 units; and ChiroOne Wellness Centers, which currently operates
4168 units domestically; and 100% Chiropractic, which currently operates 46 units. Each of these competitors is currently operating under an
insurance basedinsurance-based model. In addition, a number of other chiropractic franchises and chiropractic practices that are attempting to duplicate or follow our business model are currently operating in our markets and in other parts of the country and may enter our existing markets in the future.
Our success is dependent on the chiropractors who control the professional corporations, or PC owners, with whom we enter into management services agreements, and we may have difficulty locating qualified chiropractors to replace PC owners.
In states that regulate the corporate practice of chiropractic, our chiropractic services are provided by legal entities organized under state laws as professional corporations, or PCs, and their equivalents. Each PC employs or contracts with chiropractors in one or more offices. Each of the PCs is wholly owned by one or more licensed chiropractors, or medical professionals as state law may require, and we do not own any capital stock of any PC. We and our franchisees that are not owned by chiropractors enter into management services agreements with PCs, to provide
to the PCs on an exclusive basis, all non-clinical services of the chiropractic practice. The PC owner is critical to the success of a clinic because he or she has control of all clinical aspects of the practice of chiropractic and the provision of chiropractic services. Upon the departure of a PC owner, we may not be able to locate one or more suitably qualified licensed chiropractors to hold the ownership interest in the PC and maintain the success of the departing PC owner.
RISKS RELATED TO STATE REGULATION OF THE CORPORATE PRACTICE OF CHIROPRACTIC
Our management services agreements,
with ouraccording to which we provide non-clinical services to affiliated PCs, could be challenged by a state or chiropractor under laws regulating the practice of
chiropractic, and somechiropractic. Some state chiropractic boards have made inquiries concerning our business
model or have proposed or adopted changes to their rules that could be interpreted to pose a threat to our business model.
The laws of every state in which we operate contain restrictions on the practice of chiropractic and control over the provision of chiropractic services. The laws of many states where we operate permit a chiropractor to conduct a chiropractic practice only as an individual, a member of a partnership or an employee of a PC, limited liability company or limited liability partnership. These laws typically prohibit chiropractors from splitting fees with non-chiropractors and prohibit non-chiropractic entities, such as chiropractic management services organizations, from owning or operating chiropractic clinics or engaging in
the practice of chiropractic and from employing chiropractors. The specific restrictions against the corporate practice of chiropractic, as well as the interpretation of those restrictions by state regulatory authorities, vary from state to state. However, the restrictions are generally designed to prohibit a non-chiropractic entity from controlling or directing clinical care
decision-making,decision- making, engaging chiropractors to practice chiropractic or sharing professional fees. The form of management agreement that we utilize, and that we recommend to our franchisees that are management service organizations, explicitly prohibits the management service organization from controlling or directing clinical care decisions. However, there can be no assurance that all of our franchisees that are management service organizations will strictly follow the provisions in our recommended form of management agreement. The laws of many states also prohibit chiropractic practitioners from paying any portion of fees received for chiropractic services in consideration for the referral of a patient. Any challenge to our contractual relationships with our affiliated PCs by chiropractors or regulatory authorities could result in a finding that could have a material adverse effect on our operations, such as voiding one or more management services agreements. Moreover, the laws and regulatory environment may change to restrict or limit the enforceability of our management services agreements. We could be prevented from affiliating with chiropractor-owned PCs or providing comprehensive business services to them in one or more states.
In February 2020, the State of Washington Chiropractic Quality Assurance Commission delivered notices that it was investigating complaints made against three chiropractors who own clinics, or are (or were) employed by clinics, in Washington for which our franchisees that are not owned by chiropractors provide management services. The notices contained allegations of fee-splitting, specifically targeting a provision in our Franchise Disclosure Document providing for the payment of royalty fees based on revenue derived from the furnishing of chiropractic care. The notices appear to question our business model. The Commission posed a number of questions to the chiropractors and requested documentation describing the fee structure and related matters. All three chiropractors have responded to the Commission. The investigations initiated by the Commission are in the early stages, and we are not yet aware of the full extent of the Commission’s concerns. As these investigations proceed, we are assisting, and will continue to assist, the chiropractors in working toward a resolution.
In February 2019, a bill was introduced in the Arkansas state legislature prohibiting the ownership and management of a chiropractic corporation by a non-chiropractor. The bill was drafted by the Arkansas State Board of Chiropractic Examiners. This bill has since been withdrawn. While it is questionable whether the prohibition would have been applicable to our business model in Arkansas, the bill could have been interpreted to challenge that model if it had passed in its proposed form. We have no assurance that another bill posing a similar or greater challenge to our business model will not be introduced in the future. Previously, in 2015, the Arkansas Board of Chiropractic Examinershad questioned whether our business model might violate Arkansas law in its response to an inquiry we made on behalf of one of our franchisees. While the Arkansas Board did not thereafter pursue the matter of a possible violation, it might choose to do so at any time in the future.
In February 2019, the North Carolina Board of Chiropractic Examiners delivered notices alleging certain violations to sixteen chiropractors working for clinics in North Carolina for which our franchisees that are not owned by chiropractors provide management services. We retained legal counsel in this matter, and a preliminary hearing was conducted on February 21, 2019. The Kansas Healing ArtsNorth Carolina Board issued its findings to each of the individual chiropractors, which generally included an overall finding that probable cause existed to show that the chiropractors violated one or more of the North Carolina Board’s rules. The findings each also proposed an Informal Settlement Agreement in responselieu of proceeding to a third-party complaint about onefull hearing before the North Carolina Board. On April 22, 2019, each of our franchisees, sent a letterthe chiropractors, through their attorneys, delivered to the franchisee in February 2015 questioning whetherNorth Carolina Board notices refuting the franchiseNorth Carolina Board’s findings and seeking revisions to the Settlement Agreement. The North Carolina Board replied with certain counterproposals, and all chiropractors have since accepted the terms. While the allegations consisted primarily of quality of care and advertising issues, it is possible that the actions of the North Carolina Board arose out of concerns related to our business model, might violate Kansas law regarding the unauthorized practice of chiropractic care. We and the franchisee have had several communications with the Kansas Board with respect to modifying the management agreement to address its concerns, butif so, we have no assurance that changes to the agreementNorth Carolina Board will satisfy these concerns. Thenot pursue other claims against the chiropractors in the future.
In November 2018, the Oregon Board of Chiropractic Examiners
has made several inquiries sinceadopted changes to its rules to prohibit a chiropractor from owning or operating a chiropractic practice as a surrogate for a non-chiropractor. As in the case of the proposed Arkansas bill, it is questionable whether this prohibition is applicable to our business model in Oregon; however, depending upon how the amended rules are interpreted, they could similarly pose a threat. Since our franchisees began operating in
Oregon. While weOregon, the Oregon Board has made several inquiries with respect to our business model. We have
typically satisfied these
past inquiries by providing a brief response or
documentation, recently the Oregon Board has asked to meet with the franchisee’s PC chiropractor owner to address questions which may relate to our business model.documentation. In February 2018, the Oregon Board asked
us for clarification regarding ownership of our franchise locations operating in Oregon, and we
intend to respondresponded with the requested clarification.
The Oregon Board has not taken any further action, but we have no assurance that it will not do so in the future or that we have satisfied the Oregon Board’s concerns. One of our franchisees received a letter from the Oregon Board alleging a violation of the rules against the corporate practice of chiropractic, but after a further exchange of correspondence with the franchisee, the Oregon Board notified the franchisee in August 2018 that the case was closed.
In November 2015, the California Board of Chiropractic Examiners commenced an administrative proceeding to which we
arewere not a party, in which it claimed that the doctor who owns the PC that we manage in southern California violated California’s prohibition on the corporate practice of chiropractic, among other claims, because our management of the clinics operated by his PC involved the exercise of control over certain clinical aspects of his practice. The claims were subsequently dismissed congruent with the decision of the administrative law judge who conducted the proceeding; however, we cannot assure you that similar claims will not be made in the future, either against us or our affiliated PCs.
The
In a June 2015 Assurance of Discontinuance with the New York Attorney
General’s recent investigation into the practices ofGeneral, Aspen Dental Management, a provider of business support services to independently owned dental practices,
may meanagreed to settle claims that
our business model will be subject to greater scrutiny in New York. The New York Attorney General concluded that the provider, Aspen Dental Management,it improperly made business decisions impacting clinical matters, illegally engaged in fee-splitting with dental practices and required the dental practices to use the “Aspen Dental” trade name in a manner that had the potential to mislead consumers into believing that the “Aspen Dental”
—-- branded offices were under common ownership with the provider.
In June 2015,Pursuant to the
New York Attorney General agreed to an Assurance of Discontinuance, pursuant to whichsettlement, Aspen Dental paid a substantial fine and agreed to change its business and branding practices, including changes to its website and marketing materials in order to make clear that the Aspen-branded dental offices were independently owned and operated.
TheWhile it has not done so to date, we cannot assure you that the New York Attorney General
couldwill not similarly choose to challenge our contractual relationships with our affiliated PCs in New York and, in particular,
mightto question whether use of The Joint trademark by our affiliated PCs misleads consumers, causing them to incorrectly conclude that we are the provider of chiropractic treatment.
Recent decisions byThe Kansas Healing Arts Board, in response to a third-party complaint about one of our franchisees, sent a letter to the United States National Labor Relationsfranchisee in February 2015 questioning whether the franchise business model might violate Kansas law regarding the unauthorized practice of chiropractic care. At the time, we and the franchisee had several communications with the Kansas Board with respect to modifying the management agreement to address its concerns. While we have had no further communications with the Board since that time, we have also received no assurance that changes to the agreement satisfied its concerns.
RISKS RELATED TO OTHER LEGAL AND REGULATORY MATTERS
Expected new federal regulations under the Biden administration expanding the meaning of “joint employer”
mean that we could haveand evolving state laws increase our potential liability for employment law violations by our
franchisees.
franchisees and the likelihood that we may be required to participate in collective bargaining with our franchisees’ employees.
A July 2014 decision by the United States National Labor Relations Board or the NLRB,(or NLRB) held that McDonald’s Corporation could be held liable as a “joint employer” for labor and wage violations by its franchisees. Subsequently,franchisees under the Fair Labor Standards Act (FLSA). After this decision, the NLRB issued a number of complaints against McDonald’s Corporation in connection with these violations.violations, although these complaints were ultimately settled without any admission of liability by McDonald’s. Additionally, an August 2015 decision by the NLRB held that Browning-Ferris Industries iswas a “joint employer” for purposes of collective bargaining under the National Labor Relations Act (or NLRA) and, thus, obligated to negotiate with the Teamsters union over workers supplied by a contract staffing firm within one of its recycling plants.
In
January 2016, Browning-Ferris Industries filed an
appealeffort to effectively reverse the McDonald’s Corporation decision, in 2020, the Department of Labor (or “DOL”) issued a final rule narrowing the meaning of “joint employer” in the FLSA. Much of the new rule relating to “joint employer” status was then vacated by the United States District Court for the Southern District of New York in a
U.S. appellatelawsuit brought by various state attorneys general. While the DOL has appealed the district court
decision, the Biden administration will likely seek to rescind or rewrite the final rule, so as to reinstate a more expansive definition of
“joint employer,” and have the appeal dismissed as moot. Similarly, in an
unfair labor practices charge arising out of this NLRB decision.In December, 2017,effort to effectively reverse the Browning-Ferris decision, in 2020, the NLRB reversedissued a final rule, narrowing the standardmeaning of “joint employer” in the collective bargaining context under the NLRA. As in the case of the DOL final rule, it had set inis expected that the Biden administration will likely try to rescind or rewrite the final rule so as to reinstate the 2015 and reinstated a narrowerBrowning-Ferris expansive definition of what it means to be a “joint employer.” We believe that this recent NLRB actionThe Equal Opportunity Employment Commission (EEOC), which enforces anti-discrimination laws, is favorablelikely to us and makes it less likely that we would be held accountable for the actions of our franchisees, However, if the expandedissue rules with an expansive definition of “joint employer” is upheldas well.
In February 2021, the Protecting the Right to Organize (PRO) Act was reintroduced in the U.S. House of Representatives, which, among other things, seeks to codify in the NLRA the Browning-Ferris appeal or in anexpansive definition of “joint employer.” The PRO Act is supported by the Biden administration.
The expected appealreplacement of the McDonald’s decision, itDOL and NLRB rules, possible new rules for the EEOC, and the potential passage of the PRO Act, all of which are likely to include or reinstate expansive definitions of “joint employer,” have implications for our business model. We could result in us havinghave responsibility for damages, reinstatement, back pay and penalties in connection with labor law
and employment discrimination violations by our franchisees over whom we have no controllimited control. Furthermore, it may be easier for our franchisees’ employees to organize into unions, require us to participate in collective bargaining with those employees, provide those employees and their union representatives with bargaining power to request that we have our franchisees raise wages, and make it more expensive and less profitable to operate a franchised clinic. All of these things could have a material adverse effect on our financial condition and results of operations. In February 2018,
California adopted Assembly Bill 5, or AB-5, which took effect on January 1, 2020. This legislation codifies the NLRB reversedstandard established in a California Supreme Court case (Dynamex Operations West v. Superior Court) for determining whether workers should be classified as employees or independent contractors, with a strict test that puts the burden of proof on employers to establish that workers are not employees. The law is aimed at the so-called “gig economy” where workers in many industries are treated as independent contractors, rather than employees, and lack the protections of wage and hour laws, although California voters recently approved a ballot initiative, now under court review, to exclude app-based drivers from the application of AB-5. AB-5 is not a franchise-specific law and does not address joint employer liability; however, a significant concern exists in the franchise industry that an expansive interpretation of AB-5 could be used to hold franchisors jointly liable for the labor law violations of its decisionfranchisees. Courts addressing this issue have come to revertdiffering conclusions, and while it remains uncertain as to how the joint employer issue will finally be resolved in California, potential new federal laws or regulations may ultimately be controlling on this issue.
AB-5 has been the subject of widespread national discussion. Other states are considering similar approaches. Some states have adopted similar laws in narrower contexts, and a handful of other states have adopted similar laws for broader purposes. All of these laws or proposed laws may similarly raise concerns with respect to the
narrower (and thus more favorableexpansion of joint liability to
us) definitionthe franchise industry. Furthermore, there have been private lawsuits in which parties have alleged that a franchisor and its franchisee “jointly employ” the franchisee’s staff, that the franchisor is responsible for the franchisees’ staff (under theories of
“joint employer,” due to a conflict of interest on the part of one of the NLRB’s commissioners. While this action was taken more on procedural than on policy grounds, it effectively reinstates the NLRB’s 2015 ruling.Weapparent agency, ostensible agency, or actual agency), or otherwise.
Evolving labor and our affiliated chiropractor-owned PCs are subject to complexemployment laws, rules and regulations, complianceand theories of liability could result in expensive litigation and potential claims against us as a franchisor for labor and employment-related and other liabilities that have historically been borne by franchisees. This could negatively impact the franchise business model, which could materially and adversely affect our business, financial condition and results of operations.
We conduct business in a heavily regulated industry, and if we fail to comply with
which maythese laws and government regulations, we could incur penalties or be
costly and burdensome.
required to make significant changes to our operations.
We, our franchisees and the chiropractor-owned PCs to which we and our franchisees provide management services are subject to extensive federal, state and local laws, rules and regulations, including:
•state regulations on the practice ofchiropractic;
•the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations, or HIPAA, and other federal and state laws governing the collection, dissemination, use, security and confidentiality of patient-identifiable health and financial information;
•federal and state laws and regulations which contain anti-kickback and fee-splitting provisions and restrictions on referrals;
•the federal Fair Debt Collection Practices Act and similar state laws that restrict the methods that we and third-party collection companies may use to contact and seek payment from patients regarding past due accounts; and
•state and federal labor laws, including wage and hour laws.
Many of the above laws, rules and regulations applicable to us, our franchisees and our affiliated PCs are ambiguous, have not been definitively interpreted by courts or regulatory authorities and vary from jurisdiction to jurisdiction. Accordingly, we may not be able to predict how these laws and regulations will be interpreted or applied by courts and regulatory authorities, and some of our activities could be challenged. In addition, we must consistently monitor changes in the laws and regulatory schemesregulations that govern our operations. Furthermore, a review of our business by judicial, law enforcement or regulatory authorities could result in a determination that could adversely affect our operations. Although we have tried to structure our business and contractual relationships in compliance with these laws, rules and regulations in all material respects, if any aspect of our operations were found to violate applicable laws, rules or regulations, we could be subject to significant fines or other penalties,
required to cease operations in a particular jurisdiction, prevented from commencing operations in a particular state or otherwise be required to revise the structure of our business or legal arrangements. Our efforts to comply with these laws, rules and regulations may impose significant costs and burdens, and failure to comply with these laws, rules and regulations may result in fines or other charges being imposed on us.
We conduct business in a heavily regulated industry and, if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations.
The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services, our contractual relationships with our physicians, vendors and customers, our marketing activities and other aspects of our operations. Failure to comply with these laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment, loss of enrollment status or exclusion from government healthcare programs. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by regulatory authorities or the courts, and their provisions are sometimes open to multiple interpretations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our managements’ attention from the operation of our business.
Our chiropractors are alsosubject to ethical guidelines and operating standards which, if not complied with, could adversely affect our business.
The chiropractors who work in our system are subject to ethical guidelines and operating standards of professional and trade associations and private accreditation agencies. Compliance with these guidelines and standards is often required by our contracts with our
customerschiropractors, patients and franchise owners (and their contractual relationships) or to maintain our reputation. The
laws, regulationsguidelines and standards governing the provision of healthcare services may change significantly in the future. New or changed
healthcare laws, regulationsguidelines or standards may materially and adversely affect our business. In addition, a review of our business by
judicial, law enforcement, regulatory or accreditation authorities could result in a determination that could adversely affect our operations.
Our facilities
We, along with our affiliated PCs and their chiropractors, are subject to extensive federalmalpractice and state lawsother similar claims and regulationsmay be unable to obtain or maintain adequate insurance against these claims.
The provision of chiropractic services by chiropractors entails an inherent risk of potential malpractice and other similar claims. While we do not have responsibility for compliance by affiliated PCs and their chiropractors with regulatory and other requirements directly applicable to chiropractors, claims, suits or complaints relating to
services provided at the
privacyoffices of our franchisees or affiliated PCs may be asserted against us. As we develop company-owned or managed clinics, our exposure to malpractice claims will increase. We have experienced a number of malpractice claims since our founding in March, 2010, which we have defended or are vigorously defending and
securitydo not expect their outcome to have a material adverse effect on our business, financial condition or results of
individually identifiable information.HIPAA required the United States Departmentoperations. The assertion or outcome of Health and Human Service, or HHS, to adopt standards to protect the privacy and security of individually identifiable health-related information, or PHI. HHS released final regulations containing privacy standards in December 2000 and published revisions to the final regulations in August 2002. The privacy regulations extensively regulate the use and disclosure of PHI. The regulations also provide patients with significant rights related to understanding and controlling how their health information is used or disclosed. The security regulations require healthcare providers to implement administrative, physical and technical practices to protect the security of individually identifiable health information that is maintained or transmitted electronically. The Health Information Technology for Economic and Clinical Health Act, or HITECH, which was signed into law in February of 2009, enhanced the privacy, security and enforcement provisions of HIPAA by, among other things, extending HIPAA’s privacy and security standards to “business associates,” which, like us, are independent contractors or agents of covered entities (such as the chiropractic PCs and other healthcare providers) that create, receive, maintain, or transmit PHI in connection with providing a service for or on behalf of a covered entity. HITECH also established security breach notification requirements, created a mechanism for enforcement of HIPAA by state attorneys general, and increased penalties for HIPAA violations. Violations of HIPAA or HITECHthese claims could result in civilhigher administrative and legal expenses, including settlement costs or criminal penalties.litigation damages. Our current minimum professional liability insurance coverage required for our franchisees, affiliated PCs and company-owned clinics is $1.0 million per occurrence and $3.0 million in annual aggregate. In addition, we have a corporate business owner’s policy with coverage of $2.0 million per occurrence and $4.0 million in annual aggregate. If we are unable to HIPAA, there are numerous federal and state laws and regulations addressing patient and consumer privacy concerns, including unauthorized accessobtain adequate insurance, our franchisees or theft of personal information. State statutes and regulations vary from statefranchisee doctors fail to state. Lawsuits, including class actions and action by state attorneys general, directed at companies that have experienced a privacyname the Company as an additional insured party, or security breach also can occur. We have established policies and procedures in an effort to ensure compliance with these privacy related requirements. However, if there is a breach,an increase in the future cost of insurance to us and the chiropractors who provide chiropractic services or an increase in the amount we have to self-insure, there may be subjecta material adverse effect on our business and financial results.
Events or rumors relating to various penaltiesour brand names or our ability to defend successfully against intellectual property infringement claims by third parties could significantly impact our business.
Recognition of our brand names, including “THE JOINT CHIROPRACTIC”, and damagesthe association of those brands with quality, convenient and inexpensive chiropractic maintenance care, are an integral part of our business. The occurrence of any events or rumors that cause patients to no longer associate the brands with quality, convenient and inexpensive chiropractic maintenance care may materially adversely affect the value of the brand names and demand for chiropractic services at our franchisees or their affiliated PCs.
Our ability to compete effectively depends in part upon our intellectual property rights, including but not limited to our trademarks. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property rights may not be adequate. Litigation may be
requirednecessary to
incurenforce our intellectual property rights, or to defend against claims by third parties that the conduct of our businesses or our use of intellectual property infringes upon such third party’s intellectual property rights. Any intellectual property litigation or claims brought against us, whether or not meritorious, could result in substantial costs
to mitigate the impactand diversion of
the breach onour resources, and there can be no assurances that favorable final outcomes will be obtained in all cases. Our business, financial condition or results of operations could be adversely affected
individuals.as a result.
RISKS RELATED TO INFORMATION TECHNOLOGY, CYBERSECURITY AND DATA PRIVACY
We are subject to the data privacy, security and breach notification requirements of HIPAA and other data privacy and security laws, and the failure to comply with these rules, or allegations that we have failed to do so, can result in civil or criminal sanctions.
HIPAA required the United States Department of Health and Human Service, or HHS, to adopt standards to protect the privacy and security of certain health-related information. The HIPAA privacy regulations contain detailed requirements
concerning the use and disclosure of individually identifiable health information and the grant of certain rights to patients with respect to such information by “covered entities.” As a provider of healthcare who conducts certain electronic transactions, each of our
facilitiesclinics is considered a covered entity under HIPAA. We have taken actions to comply with the HIPAA privacy regulations and believe that we are in
substantial compliance with those regulations.
These actions include the creation and implementationOversight of
policies and procedures, staff training, execution of HIPAA-compliant contractual arrangements with certain service providers and various other measures. Ongoing implementation and oversight of these measuresHIPAA compliance involves significant time, effort and expense.
In addition to the privacy requirements, HIPAA covered entities must implement certain administrative, physical and technical security standards to protect the integrity, confidentiality and availability of certain electronic health-related information received, maintained or transmitted by covered entities or their business associates. We have taken actions in an effort to be in compliance with these security regulations and believe that we are in substantial compliance, however, a security incident that bypasses our information security systems causing an information security breach, loss of protected health information or other data subject to privacy laws or a material disruption of our operational systems could result in a material adverse impact on our business, along with fines. Ongoing implementation and oversight of these security measures involves significant time, effort and expense.
The Health Information Technology for Economic and Clinical Health Act, or HITECH, as implemented in part by an omnibus final rule published in the Federal Register on January 25, 2013, further requires that patients be notified of any unauthorized acquisition, access, use, or disclosure of their unsecured protected health information, or PHI, that compromises the privacy or security of such information. HHS has established the presumption that all unauthorized uses or disclosures of unsecured protected health information constitute breaches unless the covered entity or business associate establishes that there is a low probability the information has been compromised. HITECH and implementing regulations specify that such notifications must be made without unreasonable delay and in no case later than 60 calendar days after discovery of the breach. If a breach affects 500 patients or more, it must be reported immediately to HHS, which will post the name of the breaching entity on its public website. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS of such breaches at least annually. These breach notification requirements apply not only to unauthorized disclosures of unsecured PHI to outside third parties, but also to unauthorized internal access to or use of such PHI.
HITECH significantly expanded the scope of the privacy and security requirements under HIPAA and increased penalties for violations. The amount of penalty that may be assessed depends, in part, upon the culpability of the applicable covered entity or business associate in committing the violation. Some penalties for certain violations that were not due to “willful neglect” may be waived by the Secretary of HHS in whole or in part, to the extent that the payment of the penalty would be excessive relative to the violation. HITECH also authorized state attorneys general to file suit on behalf of residents of their states. Applicable courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. HITECH also mandates that the Secretary of HHS conduct periodic compliance audits of a cross-section of HIPAA covered entities and business associates. Every covered entity and business associate is subject to being audited, regardless of the entity’s compliance record.
States may impose more protective privacy restrictions in laws related to health information and may afford individuals a private right of action with respect to the violation of such laws. Both state and federal laws are subject to modification or enhancement of privacy protection at any time. We are subject to any federal or state privacy-related laws that are more restrictive than the privacy regulations issued under HIPAA. These statutes vary and could impose additional requirements on us and more severe penalties for disclosures of health information. If we fail to comply with HIPAA or similar state laws, including laws addressing data confidentiality, security or breach notification, we could incur substantial monetary penalties and our reputation could be damaged.
In addition, states may also impose restrictions related to the confidentiality of personal information that is not considered “protected health information” under HIPAA. Such information may include certain identifying information and financial information of our patients. Theses state laws may impose additional notification requirements in the event of a breach of such personal information. Failure to comply with such data confidentiality, security and breach notification laws may result in substantial monetary penalties.
Our business model depends on proprietary and third-party management information systems that we use to, among other things, track financial and operating performance of our clinics, and any failure to successfully design and maintain these systems or implement new systems could materially harm our operations.
We depend on integrated management information systems, some of which are provided by third parties, and standardized procedures for operational and financial information, as well as for patient records and our billing operations. We are currently replacing and upgrading our management information systems. Wesystems, and any delays in implementation of the new system or problems with system
performance after implementation could cause disruptions in our business operations, given the pervasive impact of the new system on our processes. In general, we may experience unanticipated delays, complications, data breaches or expenses in replacing, upgrading, implementing, integrating, and operating our systems. Our management information systems regularly require modifications, improvements or replacements that may require both substantial expenditures as well as interruptions in operations. Our ability to implement these systems is subject to the availability of skilled information technology specialists to assist us in creating, implementing and supporting these systems. Our failure to successfully design, implement and maintain all of our systems could have a material adverse effect on our business, financial condition and results of operations.
If we fail to properly maintain the integrity of our data or to strategically implement, upgrade or consolidate existing information systems, our reputation and business could be materially adversely affected.
We increasingly use electronic means to interact with our customers and collect, maintain and store individually identifiable information, including, but not limited to, personal financial information and health-related information. Despite the security measures we have in place to ensure compliance with applicable laws and rules, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of cyber terrorism, vandalism or theft, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. Additionally, the collection, maintenance, use, disclosure and disposal of individually identifiable data by our businesses are regulated at the federal and state levels as well as by certain financial industry groups, such as the Payment Card Industry organization. Federal, state and financial industry groups may also consider from time to time new privacy and security requirements that may apply to our businesses. Compliance with evolving privacy and security laws, requirements, and regulations may result in cost increases due to necessary systems changes, new limitations or constraints on our business models and the development of new administrative processes. They also may impose further restrictions on our collection, disclosure and use of individually identifiable information that is housed in one or more of our databases. Noncompliance with privacy laws, financial industry group requirements or a security breach involving the misappropriation, loss or other unauthorized disclosure of personal, sensitive and/or confidential information, whether by us or by one of our vendors, could have material adverse effects on our business, operations, reputation and financial condition, including decreased revenue; material fines and penalties; increased financial processing fees; compensatory, statutory, punitive or other damages; adverse actions against our licenses to do business; and injunctive relief whether by court or consent order.
If our security systems are breached, we may face civil liability and public perception of our security measures could be diminished, either of which would negatively affect our ability to attract and retain patients.
Techniques used to gain unauthorized access to corporate data systems are constantly evolving, and we may be unable to anticipate or prevent unauthorized access to data pertaining to our patients, including credit card and debit card information and other personally identifiable information. Our systems, which are supported by our own systems and those of third-party vendors, are vulnerable to computer malware,
Trojans,trojans, viruses, worms, break-ins, phishing attacks, denial-of-service attacks, attempts to access our servers in an unauthorized manner, or other attacks on and disruptions of our and third-party vendor computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personally identifiable information. If an actual or perceived breach of security occurs on our systems or a vendor’s systems, we may face civil liability and reputational damage, either of which would negatively affect our ability to attract and retain patients. We also would be required to expend significant resources to mitigate the breach of security and to address related matters.
We may not be able to effectively control the unauthorized actions of third parties who may have access to the patient data we collect. Any failure, or perceived failure, by us to maintain the security of data relating to our patients and employees, and to comply with our posted privacy policy, laws and regulations, rules of self-regulatory organizations, industry standards and contractual provisions to which we may be bound, could result in the loss of confidence in us, or result in actions against us by governmental entities or others, all of which could result in litigation and financial losses, and could potentially cause us to lose patients, revenue and employees.
We are subject to a number of risks related to credit card and debit card payments we accept.
We accept payments through credit and debit card transactions. For credit and debit card payments, we pay interchange and other fees, which may increase over time. An increase in those fees would require us to either increase the prices we charge for our services, which could cause us to lose patients and revenue, or absorb an increase in our operating expenses, either of which could harm our operating results.
If we or any of our processing vendors have problems with our billing software, or the billing software malfunctions, it could have an adverse effect on patient satisfaction and could cause one or more of the major credit card companies to disallow
our continued use of their payment products. In addition, if our billing software fails to work properly, and as a result, we do not automatically process monthly membership fees to our patients’ credit cards on a timely basis or at all, or there are issues with financial insolvency of our third-party vendors or other unanticipated problems or events, we could lose revenue, which would harm our operating results.
We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for us to comply.
WeBased on the self-assessment completed as of December 31, 2020, we are
not currently
accredited against, and in compliance with the Payment Card Industry Data Security Standard, or PCI DSS, the payment card industry’s security standard for companies that collect, store or transmit certain data regarding credit and debit cards, credit and debit card holders and credit and debit card transactions.
Once compliant, thereThere is no guarantee that we will maintain PCI DSS compliance. Our failure to comply fully with PCI DSS in the future could violate payment card association operating rules, federal and state laws and regulations and the terms of our contracts with payment processors and merchant banks. Such failure to comply fully also could subject us to fines, penalties, damages and civil liability and could result in the suspension or loss of our ability to accept credit and debit card payments.
Further,Although we do not store credit card information and we do not have access to our patients’ credit card information, there is no guarantee that PCI DSS compliance will prevent illegal or improper use of our payment systems or the theft, loss, or misuse of data pertaining to credit and debit cards, credit and debit card holders and credit and debit card transactions.
If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures and significantly higher credit card-related costs, each of which could adversely affect our business, financial condition and results of operations. If we are unable to maintain our chargeback or refund rates at acceptable levels, credit and debit card companies may increase our transaction fees, impose monthly fines until resolved or terminate their relationships with us. Any increases in our credit and debit card fees could adversely affect our results of operations, particularly if we elect not to raise our rates for our service to offset the increase. The termination of our ability to process payments on any major credit or debit card would significantly impair our ability to operate our business.
We, along with our affiliated PCs and their chiropractors, may be subject to malpractice and other similar claims and may be unable to obtain or maintain adequate insurance against these claims.
The provision of chiropractic services by chiropractors entails an inherent risk of potential malpractice and other similar claims. While we do not have responsibility for compliance by affiliated PCs and their chiropractors with regulatory and other requirements directly applicable to chiropractors, claims, suits or complaints relating to services provided at the offices of our franchisees or affiliated PCs may be asserted against us. As we develop company-owned or managed clinics, our exposure to malpractice claims will increase. We have experienced several malpractice claims since our founding in April, 2010, which we have defended or are vigorously defending and do not expect their outcome to have a material adverse effect on our business, financial condition or results of operations. The assertion or outcome of these claims could result in higher administrative and legal expenses, including settlement costs or litigation damages. Our current minimum professional liability insurance coverage required for our franchisees, affiliated PCs and company-owned clinics is $1.0 million per occurrence and $3.0 million in annual aggregate, with a self-insured retention of $0 per claim and $0 annual aggregate. In addition, we have a corporate business owner’s policy with coverage of $2.0 million per occurrence and $4.0 million in annual aggregate. If we are unable to obtain adequate insurance or if there is an increase in the future cost of insurance to us and the chiropractors who provide chiropractic services or an increase in the amount we have to self-insure, there may be a material adverse effect on our business and financial results.
We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material monetary damages and other remedies.
In addition to malpractice claims, we are also subject to a variety of other claims arising in the ordinary course of our business, including personal injury claims, contract claims and claims alleging violations of federal and state law regarding workplace and employment matters, equal opportunity, harassment, discrimination and similar matters, and we could become subject to class action or other lawsuits related to these or different matters in the future. Regardless of whether any claims against us are valid, or whether we are ultimately held liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment in excess of our insurance coverage for any claims could materially and adversely affect our financial condition and results of operations. Any adverse publicity resulting from these allegations may also materially and adversely affect our reputation or prospects, which in turn could materially adversely affect our business, financial condition and results of operations.
We are subject to the risk that our current insurance may not provide adequate levels of coverage against claims.
Our current insurance policies may not be adequate to protect us from liabilities that we incur in our business. Additionally, in the future, our insurance premiums may increase, and we may not be able to obtain similar levels of insurance on reasonable terms, or at all. Any substantial inadequacy of, or inability to obtain insurance coverage could materially adversely affect our business, financial condition and results of operations.
Furthermore, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could have a material adverse effect on our business and results of operations. Failure to obtain and maintain adequate directors’ and officers’ insurance would likely adversely affect our ability to attract and retain qualified officers and directors.
Events or rumors relating to our brand names or our ability to defend successfully against intellectual property infringement claims by third parties could significantly impact our business.
Recognition of our brand names, including “THE JOINT CHIROPRACTIC”, and the association of those brands with quality, convenient and inexpensive chiropractic maintenance care are an integral part of our business. The occurrence of any events or rumors that cause patients to no longer associate the brands with quality, convenient and inexpensive chiropractic maintenance care may materially adversely affect the value of the brand names and demand for chiropractic services at our franchisees or their affiliated PCs.
Our ability to compete effectively depends in part upon our intellectual property rights, including but not limited to our trademarks. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property rights may not be adequate. Litigation may be necessary to enforce our intellectual property rights, or to defend against claims by third parties that the conduct of our businesses or our use of intellectual property infringes upon such third party’s intellectual property rights. Any intellectual property litigation or claims brought against us, whether or not meritorious, could result in substantial costs and diversion of our resources, and there can be no assurances that favorable final outcomes will be obtained in all cases. Our business, financial condition or results of operations could be adversely affected as a result.
We present Adjusted EBITDA as a supplemental measure to help us describe our operating performance. Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) or as a better indicator of operating performance.
Adjusted EBITDA consists of net income (loss), before interest, income taxes, depreciation and amortization, acquisition related and stock compensation expense, bargain purchase gain, and loss on disposition or impairment. We present Adjusted EBITDA as a supplemental measure to help us describe our operating performance. Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) (as determined in accordance with generally accepted accounting principles in the United States, or GAAP) or as a better indicator of operating performance. You should not consider Adjusted EBITDA as a substitute for operating profit, as an indicator of our operating performance or as an alternative to cash flows from operating activities as a measure of liquidity. We may calculate Adjusted EBITDA differently from other companies.
In addition, in the future we may incur expenses similar to those excluded when calculating Adjusted EBITDA. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate Adjusted EBITDA in the same fashion.
Our management does not consider Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of Adjusted EBITDA is that it excludes significant expenses and income that are required by GAAP to be recorded in our financial statements. Some of these limitations are: (i) Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (iii) Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts, and although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future; (iv) Adjusted EBITDA does not reflect any cash requirements for such replacements; (v) Adjusted EBITDA does not reflect the bargain purchase gain, which represents the excess of the fair value of net assets acquired over the purchase consideration; and (vi) Adjusted EBITDA does not reflect the loss on disposition or impairment, which represents the impairment of assets from Company managed clinics held for sale as of the reporting date. We do not consider these to be indicative of our ongoing operations.
Changes to financial accounting standards will require our operating leases to be recognized on the balance sheet.
All of our existing clinics are subject to leases. As we increase the number of our company-owned or managed clinics we will have increased our obligations under our operating leases. Changes to financial accounting standards will require such leases to be recognized on our balance sheet in the future. The lease terms of our clinics vary, but typically have initial terms of between five and ten years with five year renewal options. The accounting treatment of these leases is described in Note 1 to our consolidated financial statements.
In February, 2016, the Financial Accounting Standards Board, or FASB, released the new Accounting Standards Update related to leases. The changes require that substantially all operating leases be recognized as assets and liabilities on our 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 December 15, 2018. While we have not quantified the impact this standard will have on our financial statements, when our current operating leases are instead recognized on the balance sheet, it will result in a significant increase in the liabilities reflected on our balance sheet and in the interest expense and depreciation and amortization expense reflected in our statement of operations, while reducing the amount of rent expense.
Changes in U.S. tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.
The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017 and contains many significant changes to U.S. Federal tax laws. The Act requires complex computations that were not previously provided for under U.S. tax law. The Company has provided for an estimated effect of the Act in its financial statements. The Act requires significant judgments to be made in interpretation of the law and significant estimates in the calculation of the provision for income taxes. However, additional guidance may be issued by the IRS, Department of the Treasury, or other governing body that may significantly differ from the Company’s interpretation of the law, which may result in a material adverse effect on our business, cash flow, results of operations or financial conditions.
We are an “emerging growth company” as defined in the Securities Act and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, among other things, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced financial disclosure requirements, which include being permitted to provide only two years of audited financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a non-binding stockholder advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information that they may deem important. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2) of the Securities Act for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
We could be an emerging growth company until as late as December 31, 2019 (the last day of the fiscal year following the fifth anniversary of the date of our initial public offering, which occurred on November 14, 2014), although circumstances could cause us to lose that status earlier, including (i) if our total annual gross revenue exceeds $1.0 billion, if we issue more than $1.0 billion in non-convertible debt securities during any three-year period, or (ii) if the market value of our common stock held by non-affiliates exceeds $700.0 million as of any June 30 before that time. Investors may find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 for so long as we are an “emerging growth company.”
Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we file with the SEC as a public company, including disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The Sarbanes-Oxley Act generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company.” We could be an “emerging growth company” as late as December 31, 2019 (the last day of the fiscal year following the fifth anniversary of the date of our initial public offering, which occurred on November 14, 2014).
We may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to conclude that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could have a material adverse effect on our business, prospects, results of operations and financial condition.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period ended December 31, 2017. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.
The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
Our initial public offering had a significant, transformative effect on us. Prior to our initial public offering, our business operated as a privately-owned company, and we now incur significant additional legal, accounting, reporting and other expenses as a result of having publicly-traded common stock. As a public company with listed equity securities, we need to comply with certain laws, regulations and requirements, including corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC, and the requirements of The NASDAQ Capital Market with which we had not been required to comply as a private company. Complying with these statutes, regulations and requirements occupies a significant amount of time of our Board of Directors and management and has significantly increased our costs and expenses. We will continue to:
institute more comprehensive corporate governance and compliance functions;
design, establish, evaluate and maintain a system of internal control over financial reporting in compliance with the requirements of Section 404(a) of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;
comply with rules promulgated by The NASDAQ Capital Market;
prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;
establish new internal policies, such as those relating to disclosure controls and procedures and insider trading; and
to a greater degree than previously, involve and retain outside counsel and accountants in the above activities.
Risks Related to Our Public Offerings and Listing of Our Common Stock on the NASDAQ Capital Market
Our stock price could be volatile and could decline.
The price at which our common stock will trade could be extremely volatile and may fluctuate substantially due to the following factors, some of which are beyond our control:
variations in our operating results;
variations between our actual operating results and the expectations of securities analysts, investors and the financial community;
announcements of developments affecting our business or expansion plans by us or others; and
conditions and trends in the chiropractic industry.
As a result of these and other factors, investors in our common stock may not be able to resell their shares at or above their purchase price.
In the past, securities class action litigation often has been instituted against companies following periods of volatility in the market price of their securities. This type of litigation, if directed at us, could result in substantial costs and a diversion of management’s attention and resources.
Provisions of Delaware law could discourage a takeover that stockholders may consider favorable.
As a Delaware corporation, we have elected to be subject to the Delaware anti-takeover provisions contained in Section 203 of the Delaware General Corporation Law. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the Board of Directors has approved the transaction. Our Board of Directors could rely on this provision to prevent or delay an acquisition of us. For a description of our capital stock, see “Description of Capital Stock.”
Future sales of our common stock may depress our stock price and our share price may decline due to the large number of shares eligible for future sale or exchange.
Sales of substantial amounts of our common stock in the public market by our officers, directors or significant shareholders may adversely affect the market price of our common stock. Shares issued upon the exercise of outstanding options and shares issuable upon the exercise of the warrants we issued to the underwriters in our initial public offering also may be sold in the public market. Such sales could create the perception to the public of difficulties or problems with our business. As a result, these sales might make it more difficult for us to sell securities in the future at a time and price that we deem necessary or appropriate.
The market price of our common stock could decline as a result of sales of a large number of shares of common stock in the market or the perception that such sales could occur. These sales, or the possibility that these sales may occur, might also make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. As of December 31,
2017,2020, we
have 13,586,254had 14,157,070 outstanding shares of common stock and are authorized to sell up to 20,000,000 shares of common stock. The trading volume of shares of our common stock
has averaged
31,452approximately 104,000 shares per day during the year ended December 31,
2017.2020. Accordingly, sales of even small amounts of shares of our common stock by existing stockholders may drive down the trading price of our common stock.
If securities analysts do not publish research or reports about our business or if they downgrade our company or our sector, the price of our common stock could decline.
The trading market for our common stock depends in part on the research and reports that industry or financial analysts publish about us or our business. We do not influence or control the reporting of these analysts. If one or more of the analysts who do cover us downgrade or provide a negative outlook on our company or our industry, or the stock of any of our competitors, the price of our common stock could decline. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause the price of our common stock to decline.
Our actual results may differ from forecasts.
It is difficult to accurately forecast our revenues, operating expenses and results, and operating data. The inability by us or the financial community to accurately forecast our operating results could cause our net losses in a given quarter to be greater than expected, which could cause a decline in the trading price of our common stock. We base our current and forecasted expense and cash expenditure levels on our operating plans and estimates of future revenues, which are dependent on the growth of the number of patients and the demand for our services. As a result, we may be unable to make accurate financial forecasts or to adjust our spending in a timely manner to compensate for any unexpected shortfalls in revenues. We believe that these difficulties in forecasting are even greater for financial analysts that may publish their own estimates of our financial results.
We do not intend to pay dividends. You will not receive funds without selling shares, and you may lose the entire amount of your investment.
We have never declared or paid any cash dividends on our capital stock and do not intend to pay dividends in the foreseeable future. We intend to invest our future earnings, if any, to fund our growth. We cannot assure you that you will receive a positive return on your investment when you subsequently sell your shares or that you will not lose the entire amount of your investment.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
Our amended and restated certificate of incorporation and bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. In addition, we have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our Board of Directors. Under the terms of such indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director or officer of the Company or any of its subsidiaries or was serving at the Company’s request in an official capacity for another entity. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance within 30 days of such request all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims and may reduce the amount of money available to us.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
We lease the property for our corporate headquarters and all of the properties on which we own or manage clinics. As of
March 2, 2018,December 31, 2020, we leased
4774 facilities in which we operate or intend to operate clinics.
We are obligated under two additional leases for facilities in which we have ceased clinic operations.
Our corporate headquarters are located at 16767
NorthN. Perimeter
Center Drive, Suite
240,110, Scottsdale, Arizona 85260. The term of our lease for this location expires on
JulyDecember 31,
2019.2025. The primary functions performed at our corporate headquarters are financial, accounting, treasury, marketing, operations, human resources, information systems support and legal.
We are also obligated under non-cancellable leases for the clinics which we own or manage. Our clinics are on average 1,200 square feet. Our clinic leases generally have an initial term of five years, include one to two options to renew for terms of five years, and require us to pay a proportionate share of real estate taxes, insurance, common area maintenance charges and other operating costs.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, we are party to litigation from time to time. We maintain insurance to cover certain actions and believe that resolution of such litigation will not have a material adverse effect on the Company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Beginning November 11, 2014, our
Our common stock is traded on the NASDAQ Capital Market under the symbol “JYNT.”
The following table sets forth the high and low sales prices for our common stock for the calendar quarters or other periods indicated as reported by the NASDAQ Capital Market.Company Stock Performance
| Fiscal Year 2016 | | High | | Low |
| First Quarter | | $ | 5.89 | | | $ | 2.65 | |
| Second Quarter | | $ | 3.90 | | | $ | 2.03 | |
| Third Quarter | | $ | 3.20 | | | $ | 1.85 | |
| Fourth Quarter | | $ | 2.80 | | | $ | 1.96 | |
| Fiscal Year 2017 | | High | | Low |
| First Quarter | | $ | 4.74 | | | $ | 2.48 | |
| Second Quarter | | $ | 4.35 | | | $ | 3.41 | |
| Third Quarter | | $ | 5.07 | | | $ | 3.46 | |
| Fourth Quarter | | $ | 6.00 | | | $ | 4.10 | |
As of December 31,
2017,2020, there were approximately
1115 holders of record of our common stock and
13,586,25414,157,070 shares of our common stock outstanding.
Since our initial public offering, we have not declared nor paid dividends on our common stock, and we do not expect to pay cash dividends on our common stock in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
| | | Year Ended December 31, |
| | | 2017 | | 2016 |
| | | (in thousands, except per share data) |
| Consolidated Statement of Operations Data: | | | | | | | | |
| Total revenues | | $ | 25,164 | | | $ | 20,524 | |
| Cost of revenues | | | 3,312 | | | | 2,940 | |
| Selling, general and administrative expense | | | 24,609 | | | | 29,072 | |
| Loss from operations | | | (3,175 | ) | | | (15,008 | ) |
| Net loss | | | (3,275 | ) | | | (15,174 | ) |
| Basic and diluted loss per share | | | (0.25 | ) | | | (1.20 | ) |
| Weighted average shares outstanding used in computing basic and diluted loss per share | | | 13,245,119 | | | | 12,696,649 | |
| Non-GAAP Financial Data: | | | | | | | | |
| Net loss | | | (3,275 | ) | | | (15,174 | ) |
| Interest expense | | | 105 | | | | 15 | |
| Depreciation and amoritzation expense | | | 2,017 | | | | 2,566 | |
| Tax expense | | | 36 | | | | 164 | |
| EBITDA | | | (1,117 | ) | | | (12,429 | ) |
| Stock compensation expense | | | 594 | | | | 1,123 | |
| Acquisition related expenses | | | 14 | | | | 76 | |
| Loss on disposition or impairment | | | 418 | | | | 3,520 | |
| Adjusted EBITDA | | $ | (91 | ) | | $ | (7,710 | ) |
| | | As of December 31, |
| | | 2017 | | 2016 |
| Consolidated Balance Sheet Data: | | (in thousands) |
| Cash and cash equivalents | | | 4,216 | | | | 3,010 | |
| Property and equipment | | | 3,800 | | | | 4,725 | |
| Deferred franchise costs | | | 1,297 | | | | 1,585 | |
| Goodwill and intangible assets | | | 4,676 | | | | 5,089 | |
| Other assets | | | 2,920 | | | | 2,646 | |
| Total assets | | | 16,910 | | | | 17,055 | |
| Deferred revenue | | | 7,247 | | | | 5,309 | |
| Other liabilities | | | 4,764 | | | | 4,820 | |
| Total liabilities | | | 12,011 | | | | 10,129 | |
| Stockholders' equity | | | 4,899 | | | | 6,925 | |
| (1)
| Adjusted EBITDA consists of net loss, before interest, income taxes, depreciation and amortization, acquisition related and stock compensation expense, bargain purchase gain, and loss on disposition or impairment. We have provided Adjusted EBITDA because it is a measure of financial performance commonly used for comparing companies in our industry. Adjusted EBITDA provides an alternative measure of cash flow from operations. You should not consider Adjusted EBITDA as a substitute for operating profit as an indicator of our operating performance or as an alternative to cash flows from operating activities as a measure of liquidity. We may calculate Adjusted EBITDA differently from other companies.
|
| | | | | | | | | | | |
| Year Ended December 31, |
| 2020 | | 2019 |
| Consolidated Income Statements Data: | | | |
| Total revenues | $ | 58,682,976 | | | $ | 48,450,900 | |
| Cost of revenues | 6,507,468 | | | 5,565,917 | |
| Selling, general and administrative expense | 46,734,699 | | | 39,355,996 | |
| Income from operations | 5,492,130 | | | 3,414,635 | |
| Net income | 13,167,314 | | | 3,323,712 | |
| Basic earnings per share | $ | 0.94 | | | $ | 0.24 | |
| Diluted earnings per share | $ | 0.90 | | | $ | 0.23 | |
| Weighted average shares outstanding used in computing | | | |
| Basic earnings per share | 14,003,708 | | | 13,819,149 | |
| Diluted earnings per share | 14,582,877 | | | 14,467,567 | |
| Non-GAAP Financial Data: | | | |
| Net income | 13,167,314 | | | 3,323,712 | |
| Net interest | 79,478 | | | 61,515 | |
| Depreciation and amortization expense | 2,734,462 | | | 1,899,257 | |
| Tax expense | (7,754,662) | | | 48,706 | |
| EBITDA | 8,226,592 | | | 5,333,190 | |
| Stock compensation expense | 885,975 | | | 720,651 | |
| Acquisition related expenses | 41,716 | | | 47,386 | |
| (Gain) loss on disposition or impairment | (51,321) | | | 114,352 | |
| Bargain purchase gain | — | | | (19,298) | |
| Adjusted EBITDA | $ | 9,102,962 | | | $ | 6,196,281 | |
| | | | | | | | | | | |
| As of December 31, |
| 2020 | | 2019 |
| Consolidated Balance Sheet Data: | | | |
| Cash and cash equivalents | $ | 20,554,258 | | | $ | 8,455,989 | |
| Property and equipment, net | 8,747,369 | | | 6,581,588 | |
| Deferred franchise and regional development costs, current and non-current | 5,238,307 | | | 4,392,733 | |
| Goodwill and intangible assets | 7,490,610 | | | 7,370,252 | |
| Operating lease right-of-use asset | 11,581,435 | | | 12,486,672 | |
| Deferred tax assets | 8,007,633 | | | — | |
| Other assets | 4,113,231 | | | 4,418,433 | |
| Total assets | 65,732,843 | | | 43,705,667 | |
| Deferred revenue, current and non-current | 20,409,314 | | | 18,303,940 | |
| Operating lease liability, current and non-current | 13,550,812 | | | 14,214,149 | |
| Debt under the Credit Agreement and Paycheck Protection Program, current and non-current | 4,727,970 | | | — | |
| Other liabilities | 6,293,664 | | | 5,467,078 | |
| Total liabilities | 44,981,760 | | | 37,985,167 | |
| Stockholders' equity | $ | 20,751,083 | | | $ | 5,720,500 | |
Adjusted EBITDA consists of net income before interest, income taxes, depreciation and amortization, acquisition related expenses, stock-based compensation expense, bargain purchase gain, and (gain) loss on disposition or impairment. We have provided Adjusted EBITDA because it is a non-GAAP measure of financial performance commonly used for comparing companies in our industry. You should not consider Adjusted EBITDA as a substitute for operating profit as an indicator of our operating performance or as an alternative to cash flows from operating activities as a measure of liquidity. We may calculate Adjusted EBITDA differently from other companies.
We believe that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other outpatient medical clinics, which may present similar non-GAAP financial measures to investors. In addition, you should be aware when evaluating Adjusted EBITDA that in the future we may incur expenses similar to those excluded when calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate Adjusted EBITDA in the same
fashion.manner.
Our management does not consider Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of Adjusted EBITDA is that it excludes significant expenses and income that are required by GAAP to be recorded in our financial statements. Some of these limitations are:
| a. | Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
| b. | Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
| c. | Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; |
| d. | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; |
| e. | Adjusted EBITDA does not reflect the bargain purchase gain, which represents the excess of the fair value of net assets acquired over the purchase consideration. We do not consider this to be indicative of our ongoing operations; and |
| | |
| f. | Adjusted EBITDA does not reflect the loss on disposition or impairment, which represents the impairment of assets from Company managed clinics held for sale as of the reporting date. We do not consider this to be indicative of our ongoing operations. |
a.Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
b.Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
c.Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;
d.Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;
e.Adjusted EBITDA does not reflect the bargain purchase gain, which represents the excess of the fair value of net assets acquired over the purchase consideration; and
f.Adjusted EBITDA does not reflect the (gain) loss on disposition or impairment, which represents the impairment of assets as of the reporting date. We do not consider this to be indicative of our ongoing operations.
Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. You should review the reconciliation of net income (loss) to Adjusted EBITDA above and not rely on any single financial measure to evaluate our business. The table above reconciles net lossincome to adjustedAdjusted EBITDA for the years ended December 31, 20172020 and 2016.2019.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and financial condition of The Joint Corp. for the years ended December 31,
20172020 and
20162019 should be read in conjunction with the consolidated financial statements and the notes thereto, and other financial information contained elsewhere in this Form 10-K.
Our principal business is to develop, own, operate, support and manage chiropractic clinics through franchising and the sale of regional developer rights and through direct ownership and management arrangements throughout the United States.
We seek to be the leading provider of chiropractic care in the markets we serve and to become the most recognized brand in our industry through the rapid and focused expansion of chiropractic clinics in key markets throughout North America and potentially abroad.
We saw over 584,000 new patients in 2020, despite the pandemic and with approximately 27% of those new patients visiting a chiropractor for the first time. We are not only increasing our percentage of market share, but expanding the chiropractic market.
Key Performance Measures. We receive both weekly and monthly performance reports from our system and our clinics which include key performance indicators per clinic including gross sales, comparable same-store sales growth, or “Comp Sales,” number of new patients, conversion percentage, and member attrition. In addition, we review monthly reporting related to system-wide sales, clinic openings, clinic license sales, total royalty income, and patient office visits.various earnings metrics in the aggregate and per clinic. We believe these indicators provide us with useful data with which to measure our performance and to measure our franchisees’ and clinics’ performance. Comp Sales include the sales from both company-owned or managed clinics and franchised clinics that in each case have been open at least 13 full months and exclude any clinics that have closed. System-wide sales include sales at all clinics, whether operated by us or by franchisees. While franchised sales are not recorded as revenues by us, management believes the information is important in understanding the overall brand’s financial performance, because these sales are the basis on which we calculate and record royalty fees and are indicative of the financial health of the franchisee base.
Key Clinic Development Trends. As of December 31, 2017,2020, we and our franchisees operated 399or managed 579 clinics, of which 515 were operated or managed by franchisees and 64 were operated as company-owned or managed clinics. Of the 4764 company-owned or managed clinics, 1623 were constructed and developed by us, and 3141 were acquired from franchisees. Our current strategy is to grow through the sale and development of additional franchises, build upon our regional developer strategy, and continue to fosterexpand our corporate clinic portfolio within clustered locations. The number of franchise licenses sold for the growthyear ended December 31, 2020 was 121, compared with 126 and 99 licenses for the years ended December 31, 2019 and 2018, respectively. We ended 2020 with 22 regional developers who were responsible for 83% of acquiredthe 121 licenses sold during the year. This strong result reflects the power of the regional developer program to accelerate the number of clinics sold, and developed clinics that are owned and managed by us. eventually opened, across the country.
In addition, we believe that we can accelerate the development of, and revenue generation from, company-owned or managed clinics through the
accelerated development of greenfield units and the further selective acquisition of existing franchised clinics. We will seek
out the opportunistic acquisition ofto acquire existing franchised clinics that meet our criteria for demographics, site attractiveness, proximity to other clinics and additional suitability factors.
We believe that The Joint has a
remarkably sound concept,
benefitingwhich was further validated through its resiliency during the pandemic and will benefit from the fundamental changes taking place in the manner in which Americans access chiropractic care and their growing interest in seeking effective, affordable natural solutions for general wellness. These trends join with the
strong preference we have seen among chiropractic doctors to reject the insurance-based model to produce a
dynamic combination that benefits the consumer and the service provider alike. We believe that these forces create an important opportunity to accelerate the growth of our network.
COVID-19 Pandemic Update
The COVID-19 pandemic has had a significant impact on our business, financial condition, cash flows and results of operations in 2020. Virus-related concerns, temporary clinic closures and government-imposed restrictions resulted in reduced patient traffic and spending trends and in membership freezes and cancellations in our clinics during 2020. This negative impact on our franchisees’ clinics has also negatively impacted our royalty and advertising fee revenue. Approximately 10% of our system-wide clinics were closed during April, with some clinics beginning to reopen in May. Approximately 99% of our clinics have reopened as of the date of this report, although some are operating on reduced hours. Our corporate clinics and headquarters have been able to operate without any furloughs or lay-offs as we implemented enhanced sanitary measures to ensure patient and employee safety. Our new sanitary and safety measures include cleaning of instruments between each patient use, removal of non-essential items, physical distancing, and masks for all Joint staff. Due to the government-imposed restrictions, our results of operations were most negatively impacted during the month of April. In order to rebuild, we launched our summer promotional activity during the second and third quarters of 2020, which included incentives to unfreeze wellness plan memberships, free chiropractic care to new patients, and a recovery promotion, which was aimed at lapsed patients and former plan members. Our summer promotion, coupled with the easing of government restrictions, have resulted in improvement in most of our key metrics, including gross sales, Comp Sales, patient traffic, and new patient conversion rate. In addition, the attrition rate among existing patients has remained relatively stable during the second half of the year. Despite improvements during the second half of the year, significant uncertainty remains about the duration and extent of the impact on our business of the COVID-19 pandemic. Our 2020 revenue and earnings were negatively impacted compared to our pre-COVID-19 pandemic expectations, and the pandemic may have a negative impact on our revenue and net income in 2021. Even as government restrictions are lifted and clinics reopen, the ongoing economic impacts and health concerns associated with the pandemic may continue to affect patient behavior and spending levels and could result in reduced visits and patient spending trends that adversely impact our financial position and results of operations. In addition, the impact of the COVID-19 pandemic depends on factors beyond our knowledge or control, including the duration and severity of the outbreak, other additional significant increases in the number or severity of cases in future periods, and actions taken to contain its spread and mitigate its public health effects. As a result of the COVID-19 pandemic, we took the following steps to preserve liquidity and ensure the Company’s financial flexibility in 2020:
•Reviewed discretionary operating expenses and deferred certain capital expenditures and hiring.
•Drew down the $2 million of our revolving credit facility with J.P. Morgan Chase Bank, N.A. in March, noting we have an additional $5.5 million under a developmental line of credit that is unavailable for general corporate purposes.
•Secured a $2.7 million loan under CARES Act Paycheck Protection Program in April, bringing total unrestricted cash to $21 million as of December 31, 2020.
Significant Events and/or Recent Developments
In January 2017, we entered into a Credit
We continue to deliver on our strategic initiatives and Security Agreement (the “Credit Agreement”), and signed a revolving credit note payable to progress toward sustained profitability.
For the lender. Under the Credit Agreement, we are able to borrow up to an aggregateyear ended December 31, 2020:
•Comp Sales of $5,000,000 under revolving loans. Interest on the unpaid outstanding principalclinics that have been open for at least 13 full months increased 9%.
•Comp Sales for mature clinics open 48 months or more increased 5%.
•System-wide sales for all clinics open for any amount of any revolving loans is at a rate equaltime grew 18% to 10% per annum, provided, however, that$260 million.
Despite the
minimum amountgovernment-imposed restrictions and reduced traffic during the second quarter of
interest paid2020, we saw over 584,000 new patients in
the aggregate on all revolving loans granted over the term2020, compared with 585,000 new patients in 2019, with approximately 27% of
the Credit Agreement is $200,000. Interest is due and payable on the last day of each fiscal quarter in an amount determined by us, but not less than $25,000. The lender’s lending commitments under the Credit Agreement terminate in December 2019, unless sooner terminated in accordance with the provisions of the Credit Agreement. We intend to use the credit facility for general working capital needs. We have drawn $1,000,000 of the $5,000,000 available under the Credit Agreement.In January 2017, we sold the assets of six of our 11 clinics in the Chicago area for a nominal amountthose new patients having never been to a limited liability company that includes existing franchisees. The purchaser will continue to operatechiropractor before. We are not only increasing our percentage of market share, but expanding the clinics as franchised locations pursuant to a franchise agreement. Concurrently, we sold regional developer rights to the Chicago area to the purchaser ofchiropractic market. These factors, along with reduced discretionary operating expenses, drove improvement in our six Chicago clinics for $300,000. Pursuant to the regional developer agreement, the limited liability company has agreed to open a minimum of 30 Chicago area clinics over the next 10 years. We have closed the remaining five Chicago-area clinics, as well as three Company-managed clinics in upstate New York. We recognized an additional lease exit liability in the first quarter of 2017 related to these closures. These assets were designated as held for sale as of December 31, 2016, and we recognized a loss on disposition or impairment of approximately $3.5 million. We made these tactical decisions in the 4th quarter of 2016 to reduce our current cash usage, allowing us to focus on accelerating the point at which we believe we will achieve cash-flow breakeven.
bottom line.
During the first quarter of 2017,2020, we soldentered into a regional developer territoriesagreement for Chicago, Philadelphiathe states of Iowa, Nebraska, South Dakota and Washington Statethe county of Rock Island in the state of Illinois for a total ofwhich we received approximately $650,000. Their combined development schedule$201,000. The agreement requires the opening and operating of a minimum of 7018 clinics over a seven-year period. In addition, during the third quarter of 2020, we entered into a regional developer agreement for the state of Wisconsin and the remaining available territories within the state of
Illinois for which we received approximately $340,000. The agreement requires the opening of a minimum of 19 clinics over a ten-year period.
On December 31, 2020, we entered into an agreement under which we repurchased the right to develop franchises in various counties in North Carolina. The
revenues related to these sales will be recognized overtotal consideration for the
estimated numbertransaction was $1,039,500. We carried a deferred revenue balance associated with this transaction of
franchised clinics to be opened in$36,781, representing the
respective territories.Duringfee collected upon the second quarterexecution of 2017, we sold twothe regional developer territoriesagreement. We accounted for Central Floridathe termination of development rights associated with unsold or undeveloped franchises as a cancellation, and Ohiothe associated deferred revenue was netted against the aggregate purchase price.
On January 1, 2021, the Company entered into an agreement under which the Company repurchased the right to develop franchises in various counties in Georgia. The total consideration for
the transaction was $1,388,700. The Company carried a
totaldeferred revenue balance associated with this transaction of
$620,000. Their combined development schedule requires$35,679, representing the
opening and operatingfee collected upon the execution of
a minimum of 79 franchised clinics over a ten-year period.During the third quarter of 2017, we sold three regional developer territories for New Jersey, Maryland/Washington DC and Minnesota for a total of approximately $440,000. Their combined development schedule requires the opening and operating of a minimum of 62 franchised clinics over a ten-year period, with respect to New Jersey and Maryland/Washington DC and a five-year periodagreement. The Company accounted for the Minnesota territory.
Duringtermination of development rights associated with unsold or undeveloped franchises as a cancellation, and the fourth quarter of 2017, we sold two regional developer territories for certain areas of Texas, Oklahoma and Arkansas as well as Tennessee for a total of approximately $642,000. Their combined development schedule requiresassociated deferred revenue was netted against the opening and operating of a minimum of 48 franchised clinics over a ten-year period, with respect to Texas, Oklahoma and Arkansas and an eight-year period foraggregate purchase price.
For the
Tennessee territory.During the twelve monthsyear ended December 31, 2017,2020, we terminatedacquired one clinic for $534,000 and constructed and developed three franchise licenses that were in default. In conjunction with these terminations, during the twelve months ended December 31, 2017, we recognized $92,915 of revenue and $18,250 of costs, which were previously deferred.
new corporate clinics.
Factors Affecting Our Performance
Our operating results may fluctuate significantly as a result of a variety of factors, including the timing of new clinic
sales and clinic openings
and closures, the magnitude of expenses related to the foregoing, the economic condition of the markets in which
theyour clinics are
contained and related expenses,located, general economic conditions, consumer confidence in the economy, consumer preferences,
competitive factors, and
competitive factors.In May 2014,disease epidemics and other health-related concerns, such as the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers,” 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 January 1, 2018. The Company expects the adoption of this standard to negatively impact 2018 consolidated franchise fee revenues by approximately $0.2 million, favorably impact regional developer fees revenue by approximately $0.2 million, and favorably decrease franchise cost of revenue by approximately $0.1 million as compared to forecasted amounts under previous GAAP.
current COVID-19 pandemic.
Significant Accounting Polices and Estimates
The preparation of consolidated financial statements requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our accounting estimates on historical experience and other factors that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. We have discussed the development and selection of significant accounting policies and estimates with our Audit Committee.
Intangible assets consist primarily of re-acquired franchise and regional developer rights and customer relationships. We amortize 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
sixone to eight years. In the case of regional developer rights, we amortize the acquired regional developer rights over
the remaining contractual terms at the time of the acquisition, which range from two to seven years. The fair value of customer relationships is amortized over their estimated useful life
ofwhich ranges from two
to four years.
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 2 to the consolidated financial statements.of franchises. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. As required, we perform an annual impairment test of goodwill as of the first day of the fourth quarter or more frequently if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
The CompanyNo impairments of goodwill were recorded
an impairment charge of $54,994 duringfor the
yearyears ended December 31,
2016 which represents the write-off of the goodwill associated with an acquired clinic in New York. No impairment was recorded for the year ended December 31, 2017.2020 and 2019.
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. We look primarily to estimated undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. Impairmentsare recoverable. As a result of $0 and approximately $2.4 millionthe current COVID-19 pandemic, we evaluated whether the carrying values of the long-lived assets in certain corporate clinics were recoverable at the end of the first quarter of 2020. We
did not identify any triggering event during the remainder of 2020. No impairments of long-lived assets were recorded for the years ended December 31,
20172020 and
2016, respectively.Stock-Based Compensation
We account for share-based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. We determine the estimated grant-date fair value of restricted shares using
quoted market pricesthe closing price on the date of the grant and the grant-date fair value of stock options using the
Black-Scholes option pricingBlack-Scholes-Merton 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. We recognize compensation costs ratably over the period of service using the straight-line method.
Forfeitures are estimated based on historical and forecasted turnover, which is approximately 5%.
Revenue Recognition
The Company generates
We generate revenue primarily through initialour company-owned and managed clinics and through royalties, franchise fees, regional developer fees, royalties, advertising fund revenue,contributions, IT related income and computer software fees from our franchisees.
Revenues from Company-Owned or Managed Clinics. We earn revenue from clinics that we own and operate or manage throughout the United States. In those states where we own and operate the clinic, revenues are recognized when services are performed. We offer a variety of membership and wellness packages which feature discounted pricing as compared with our single-visit pricing. Amounts collected in advance for membership and wellness packages are recorded as deferred revenue and recognized when the service is performed. Any unused visits associated with monthly memberships are recognized on a month-to-month basis. We recognize a contract liability (or a deferred revenue liability) related to the prepaid treatment plans for which we have an ongoing performance obligation. We recognize this contract liability, and recognize revenue, as the patient consumes his or her visits related to the package and we perform the services. Based on a historical lag analysis and an evaluation of legal obligation by jurisdiction, we concluded that any remaining contract liability that exists after 12 to 24 months from its company-ownedtransaction date will be deemed breakage. Breakage revenue is recognized only at that point, when the likelihood of the patient exercising his or her remaining rights becomes remote.
Royalties and managed clinics.Advertising Fund Revenue.
We collect royalties from our franchisees, as stipulated in the franchise agreement, equal to 7% of gross sales and a marketing and advertising fee currently equal to 2% 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 our performance obligation under the franchise agreement and are recognized as franchisee clinic level sales occur. Royalties and marketing and advertising fees are collected bi-monthly two working days after each sales period has ended. Franchise Fees. The Company requires We require the entire non-refundable initial franchise fee to be paid upon execution of a franchise agreement, which typically has an initial term of ten years. Initial franchise fees are recognized as revenue whenratably on a straight-line basis over the Company has substantially completed its initial services underterm of the franchise agreement, which typically occurs upon opening of the clinic. The Company’sagreement. Our services under the franchise agreement include: training of franchisees and staff, site selection, construction/vendor management and ongoing operations support. The Company providesWe provide no financing to franchisees and offersoffer no guarantees on their behalf. The services we provide are highly interrelated with the franchise license and as such are considered to represent a single performance obligation.
Software Fees. We collect a monthly fee from our franchisees for use of our proprietary or selected chiropractic or customer relationship management 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.
Regional Developer Fees. During 2011, the Companywe established a regional developer program to engage independent contractors to assist in developing specified geographical regions. Under the historicaloriginal program, regional developers paid a license fee ranging from $7,250 to 25% of the then current franchise fee for each franchise they received the right to develop within the region. In 2017,2018, 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 $14,500 to $19,950, which are collected from franchisees upon the sale of franchises within their region and a royalty of 3% of sales generated by franchised clinics in their region. Regional developer fees paid to the Company are nonrefundablenon-refundable and are recognized as revenue whenratably on a straight-line basis over the Company has performed substantially all initial services required byterm of the regional developer agreement, which generally is considered to bebegin 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’sOur 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. SeveralThe services we provide are highly interrelated with the development of the territory and the resulting franchise licenses sold by the regional developer agreements grantand as such are considered to
represent a single performance obligation. In addition, regional developers receive fees which are funded by the
Companyinitial franchise fees collected from franchisees upon the
optionsale of franchises within their exclusive geographical territory and a royalty of 3% of sales generated by franchised clinics in their exclusive geographical territory. Fees related to
repurchase the
regional developer’s license.Forsale 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 year ended December 31, 2017,respective revenue is recognized, which is generally over the Company entered into tenterm of the related franchise agreement. Royalties of 3% of gross sales generated by franchised clinics in their regions are also recognized as franchise cost of revenues as franchisee clinic level sales occur, which is funded by the 7% royalties collected from the franchisees in their regions. Certain regional developer agreements for which it received approximately $2.1 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 resultedresult 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 withfrom the sale of the royalty stream is being recognized over the remaining life of the respective franchise agreements.
Revenues
Leases
We adopted, effective the first quarter of 2019, accounting guidance related to leases. The guidance, among other changes, requires lessees to recognize a right-of-use ("ROU") asset and Management Feesa lease liability in the balance sheet for most leases, but retains an expense recognition model similar to the previous guidance. The lease liability is measured at the present value of the fixed lease payments over the lease term and the ROU asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. 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 us to exercise or not exercise an option. When available, we use the rate implicit in the lease to discount lease payments; however, the rate implicit in the lease is not readily determinable for substantially all of our leases. In such cases, we estimate our incremental borrowing rate as the interest rate we 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. We estimate these rates using available evidence such as rates imposed by third-party lenders in recent financings or observable risk-free interest rate and credit spreads for commercial debt of a similar duration, with credit spreads correlating to our estimated creditworthiness.
For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from Company Clinics. The Company earns revenues from clinics that it owns and operates or manages throughout the United States. In those states wheredate we take possession of the Company owns and operates the clinics, 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 packagesleased property. Pre-opening costs are recorded as incurred in general and administrative expenses. We record the straight-line lease expense and any contingent rent, if applicable, in general and administrative expenses on the consolidated income statements. Many of our leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs which are also included in general and administrative expenses on the consolidated income statements.
Income Taxes
We recognize deferred revenuetax assets and recognized whenliabilities for both the service is performed. In other states where state law requiresexpected impact of differences between the chiropractic practicefinancial statement amount and the tax basis of assets and liabilities and for the expected future tax benefit to be owned byderived from tax losses and tax credit carryforwards.
We record a licensed chiropractor,valuation allowance against deferred tax assets when it is considered more likely than not that all or a portion of our deferred tax assets will not be realized. In making this determination, we are required to give significant weight to evidence that can be objectively verified. It is generally difficult to conclude that a valuation allowance is not needed when there is significant negative evidence, such as cumulative losses in recent years. Forecasts of future taxable income are considered to be less objective than past results. Therefore, cumulative losses weigh heavily in the Company enters intooverall assessment.
In addition to considering forecasts of future taxable income, we are also required to evaluate and quantify other possible sources of taxable income in order to assess the realization of our deferred tax assets, namely the reversal of existing temporary differences, the carry back of losses and credits as allowed under current tax law, and the implementation of tax planning strategies. Evaluating and quantifying these amounts involves significant judgments. Each source of income must be evaluated based on all positive and negative evidence; this evaluation involves assumptions about future activity.
In 2019, we continued to maintain a management agreement withfull valuation allowance on the doctor’s PC. Under the management agreement, the Company provides administrative and business management servicesdeferred tax assets due to the doctor’s PCrecent cumulative losses as of December 31, 2019. As of December 31, 2020, we recorded an income tax benefit of $7.8 million primarily due to the reduction in return for a monthly management fee. When the collectabilityvaluation allowance. The valuation allowance was reduced because the weight of evidence regarding the future realizability of the fulldeferred tax assets had become predominately positive and realization of the deferred tax assets was more likely than not. The positive evidence considered in our assessment of the realizability of the deferred tax assets included the
generation of significant positive cumulative income for the three-year period ended December 31, 2020 and projections of future taxable income. Based on our earnings performance trend and expected continued profitability, management
fee is uncertain, the Company recognizes management fee revenue onlydetermined it was more likely than not that all of our deferred tax assets would be realized. The negative evidence considered included historical loss in 2017, marginal pre-tax income generated in 2018, and general economic uncertainties related to the
extent of fees expected to be collected from the PCs.
Royalties. The Company collects royalties, as stipulated in its franchise agreements, equal to 7% of gross sales, and a marketing and advertising fee currently equal to 2% of gross sales. Certain franchisees with franchise agreements acquired during the formationimpact of the Companypandemic. However, management has concluded that positive evidence outweighed this negative evidence.
Significant judgment is also required in evaluating our uncertain tax positions. We establish accruals for uncertain tax positions when we believe that the full amount of the associated tax benefit may not be realized. If we prevail in matters for which accruals have been established previously or pay a monthly flat fee. Royalties are recognizedamounts in excess of reserves, there could be an effect on our income tax provisions in the period in which such determination is made.
We regularly assess the tax risk of our tax return filing positions and we have not identified any material uncertain tax positions as
revenue when earned. Royalties are collected bi-monthly two working days after each sales period has ended.IT Related Incomeof December 31, 2020 and Software Fees. 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.
2019, respectively.
The following discussion and analysis of our financial results encompasses our consolidated results and results of our two business segments: Corporate Clinics and Franchise Operations.
Components of revenues for the year ended December 31,
20172020, as compared to the year ended December 31,
2016,2019, are as follows:
| | | Year Ended
December 31, | | | | |
| | | 2017 | | 2016 | | Change from
Prior Year | | Percent Change
from Prior Year |
| Revenues: | | | | | | | | | | | | | | | | |
| Revenues and management fees from company clinics | | $ | 11,125,115 | | | $ | 8,550,980 | | | $ | 2,574,135 | | | | 30.1 | % |
| Royalty fees | | | 7,722,856 | | | | 5,973,079 | | | | 1,749,777 | | | | 29.3 | % |
| Franchise fees | | | 1,442,415 | | | | 2,286,809 | | | | (844,394 | ) | | | (36.9 | )% |
| Advertising fund revenue | | | 2,753,776 | | | | 1,866,406 | | | | 887,370 | | | | 47.5 | % |
| IT related income and software fees | | | 1,137,363 | | | | 932,709 | | | | 204,654 | | | | 21.9 | % |
| Regional developer fees | | | 583,550 | | | | 617,573 | | | | (34,023 | ) | | | (5.5 | )% |
| Other revenues | | | 398,929 | | | | 296,084 | | | | 102,845 | | | | 34.7 | % |
| | | | | | | | | | | | | | | | | |
| Total revenues | | $ | 25,164,004 | | | $ | 20,523,640 | | | $ | 4,640,364 | | | | 22.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Change from Prior Year | | Percent Change from Prior Year |
| 2020 | | 2019 | | |
| Revenues: | | | | | | | |
| Revenues from company-owned or managed clinics | $ | 31,771,288 | | | $ | 25,807,584 | | | $ | 5,963,704 | | | 23.1 | % |
| Royalty fees | 15,886,051 | | | 13,557,170 | | | 2,328,881 | | | 17.2 | % |
| Franchise fees | 2,100,800 | | | 1,791,545 | | | 309,255 | | | 17.3 | % |
| Advertising fund revenue | 4,506,413 | | | 3,884,055 | | | 622,358 | | | 16.0 | % |
| Software fees | 2,694,520 | | | 1,865,779 | | | 828,741 | | | 44.4 | % |
| Regional developer fees | 876,804 | | | 803,849 | | | 72,955 | | | 9.1 | % |
| Other revenues | 847,100 | | | 740,918 | | | 106,182 | | | 14.3 | % |
| Total revenues | $ | 58,682,976 | | | $ | 48,450,900 | | | $ | 10,232,076 | | | 21.1 | % |
The reasons for the significant changes in our components of total revenues are as follows:
Consolidated Results
| · | Total revenues increased by $4.6 million primarily due to the continued revenue growth of our company-owned or managed clinics, and continued expansion and revenue growth of our franchise base. |
•Total revenues increased by $10.2 million, primarily due to the continued expansion and revenue growth of our franchise base and the continued revenue growth and expansion of our company owned or managed clinics portfolio, which was partially offset by the negative impact of the pandemic.
Corporate Clinics
| · | Revenues and management fees from company-owned or managed clinics increased primarily due to improved same-store sales growth, offset by fewer company-owned or managed clinics in operation during 2017 compared to 2016. As of December 31, 2017 and 2016, there were 47 and 61 company-owned or managed clinics in operation, respectively. |
•Revenues from company-owned or managed clinics increased, primarily due to improved same-store growth, as well as the expansion of our corporate-owned or managed clinics portfolio, which was partially offset by the negative impact of the pandemic.
Franchise Operations
| · | Royalty fees have•Royalty fees and advertising fund revenue increased, due to an increase in the number of franchised clinics in operation along with continued sales growth in existing franchised clinics. As of December 31, 2017 and 2016, there were 352 and 309 franchised clinics in operation, respectively. |
| · | Franchise fees decreased due to the timing of franchise license terminations and fewer clinic openings. In the year ended December 31, 2017 and 2016, we recognized revenue from terminations of $0.1 million and $0.5 million, respectively. In the year ended December 31, 2017 and 2016, we had 41 and 56 franchised clinic openings, respectively. |
| · | Regional developer fees decreased due to the timing of regional developer terminations. We recognized revenue in relation to regional developer terminations of $0 and $0.1 million during the years ended December 31, 2017 and 2016, respectively. |
| · | IT related income and software fee, advertising fund revenue and other revenues increased due to an increase in our franchise clinic base as described above. |
Cost of Revenues
| | | Year Ended December 31, | | Change from | | Percent Change |
| | | 2017 | | 2016 | | Prior Year | | from Prior Year |
| Cost of Revenues | | $ | 3,312,194 | | | $ | 2,939,609 | | | $ | 372,585 | | | | 12.7 | % |
franchised clinics in operation along with continued sales growth in existing franchised clinics. These increases were partially offset by the
sales decline in the existing franchised clinics due to the pandemic. As of December 31, 2020, and 2019, there were 515 and 453 franchised clinics in operation, respectively.
•Franchise fees increased due to an increase in executed franchise agreements, as these fees are recognized ratably over the term of the respective franchise agreement. For the year ended December 31, 2017,2020, there were executed franchise license sales or letters-of-intent for 121 franchise licenses, compared to 126 for the year ended December 31, 2019.
•Regional developer fees increased due to the sale of additional developer territories and the related revenue recognition over the life of the regional developer agreements. We entered into two new regional developer agreements in 2020 collectively covering five states and one new regional developer agreement in 2019 covering a number of counties in each of three states. Given the ratable recognition of the revenue, the agreements executed during the course of 2019 now have a full year of recognition in 2020.
•Software fees revenue increased due to an increase in our franchise clinic base and the related revenue recognition over the term of the franchise agreement as described above.
•Other revenues primarily consist of merchant income associated with credit card transactions.
Cost of Revenues
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Change from Prior Year | | Percent Change from Prior Year |
| 2020 | | 2019 | | |
| Cost of Revenues | 6,507,468 | | | 5,565,917 | | | $ | 941,551 | | | 16.9 | % |
For the year ended December 31, 2020, as compared with the year ended December 31,
2016,2019, the total cost of revenues increased
primarily due to an increase in regional developer royalties of
$0.6$0.9 million,
triggered bywhich is in line with an increase
ofin franchise royalty revenues of
approximately 29%17%,
offset bycoupled with a
reductionlarger portion of
$0.2 millionour franchise base operating in regional developer
commissions recognized in conjunction with franchise openings. territories.
Selling and Marketing Expenses
| | | Year Ended December 31, | | Change from | | Percent Change |
| | | 2017 | | 2016 | | Prior Year | | from Prior Year |
| Selling and Marketing Expenses | | $ | 4,473,881 | | | $ | 4,419,180 | | | $ | 54,701 | | | | 1.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Change from Prior Year | | Percent Change from Prior Year |
| 2020 | | 2019 | | |
| Selling and Marketing Expenses | 7,804,420 | | | 6,913,709 | | | $ | 890,711 | | | 12.9 | % |
Selling and marketing expenses increased
slightly$0.9 million for the year ended December 31,
2017,2020, as compared to the year ended December 31,
2016,2019, driven by an increase in
the overall size of the national marketingadvertising fund
due toexpenditures from a larger franchise
clinic base
offsetand increased local marketing expenditures by
lower spending onthe company-owned or managed
clinics advertising and promotion due to the sale or closure of 14 clinics.
Depreciation and Amortization Expenses
| | | Year Ended December 31, | | Change from | | Percent Change |
| | | 2017 | | 2016 | | Prior Year | | from Prior Year |
| Depreciation and Amortization Expenses | | $ | 2,017,323 | | | $ | 2,566,136 | | | $ | (548,813 | ) | | | (21.4 | )% |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Change from Prior Year | | Percent Change from Prior Year |
| 2020 | | 2019 | | |
| Depreciation and Amortization Expenses | 2,734,462 | | | 1,899,257 | | | $ | 835,205 | | | 44.0 | % |
Depreciation and amortization expenses
decreasedincreased for the year ended December 31,
2017,2020, as compared to the year ended December 31,
2016,2019, primarily due to the
sale or closureamortization of
14 company-ownedintangibles related to the 2019 acquisitions, coupled with depreciation expenses associated with the expansion of our corporate-owned or managed
clinics.clinics portfolio in 2019.
General and Administrative Expenses
| | | Year Ended December 31, | | Change from | | Percent Change |
| | | 2017 | | 2016 | | Prior Year | | from Prior Year |
| General and Administrative Expenses | | $ | 18,117,533 | | | $ | 22,086,321 | | | $ | (3,968,788 | ) | | | (18.0 | )% |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Change from Prior Year | | Percent Change from Prior Year |
| 2020 | | 2019 | | |
| General and Administrative Expenses | 36,195,817 | | | 30,543,030 | | | $ | 5,652,787 | | | 18.5 | % |
General and administrative expenses
decreasedincreased during the year ended December 31,
2017,2020, compared to the year ended December 31,
2016,2019, primarily due to
an increase in payroll and related expenses, as well as operating expenses to support continued clinic count and revenue growth in both operating segments. As a percentage of revenue, general and administrative expenses during the
following: | · | A decrease of approximately $1.2 million in payroll related expenses and approximately $0.8 million in utilities and facilities related expenses primarily due to the sale or closure of 14 company-owned or managed clinics; and |
| · | A decrease of approximately $0.6 million in legal and accounting related expenses and approximately $1.0 million of other miscellaneous expenses as a result of certain legal settlements and real estate development expenses recognized in the year ended December 31, 2016. |
Lossyear ended December 31, 2020 and 2019 were 62% and 63%, respectively. General and administrative expenses as a percentage of revenue were relatively flat for the current year period primarily due to lower than anticipated revenue growth due to the pandemic, which was mostly offset by the revenue growth during the second half of 2020. Despite the negative impact of the pandemic on our pre-COVID-19 revenue growth expectations, we continued to operate our corporate clinics and headquarters without any furloughs or lay-offs while working to increase sanitary measures to ensure patient and employee safety.
Income from Operations
| | | Year Ended December 31, | | Change from | | Percent Change |
| | | 2017 | | 2016 | | Prior Year | | from Prior Year |
| Loss from Operations | | $ | (3,174,898 | ) | | $ | (15,007,976 | ) | | $ | 11,833,078 | | | | (78.8 | )% |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Change from Prior Year | | Percent Change from Prior Year |
| 2020 | | 2019 | | |
| Income from Operations | 5,492,130 | | | 3,414,635 | | | $ | 2,077,495 | | | 60.8 | % |
Consolidated lossincome from operations decreasedincreased by $11.8$2.1 million for the year ended December 31, 20172020 compared to the year ended December 31, 2016,2019, primarily drivendue to the improved operating income in both the corporate clinics and the franchise operations segments, partially offset by the $8.0 million decrease in operating lossincreased expenses in the unallocated corporate clinic segment discussed below, a decrease inbelow.
Corporate Clinics
Our corporate
general and administrative expenses of $2.1 million, and increased net income from franchise operations of $1.7 million discussed below.Franchise Operations
Our franchise operationsclinics segment had net income from operations of $6.2 million for the year ended December 31, 2017, an increase of $1.7 million, compared to net income from operations of $4.5 million for the year ended December 31, 2016. This2020, an increase was primarily driven by:
| · | An increase of approximately $1.2 million in total revenues (net of national marketing fund contributions), due primarily to an approximately 29% increase in franchise royalty revenues; and |
| | |
| · | A decrease of approximately $0.8 million in general and administrative expenses, primarily related to decreases of $0.6 million in payroll related expenses and $0.2 million in legal, accounting and professional services; offset by, |
| | |
| · | An increase of approximately $0.4 million in royalties and commissions, paid to regional developers. |
Corporate Clinics
Our corporate clinics segment (i.e., company-owned or managed clinics) had a lossof $1.1 million compared to income from operations of $1.7$3.4 million for the year ended December 31, 2017,2019. This increase was primarily due to:
•An increase in revenues of $6.0 million from company-owned or managed clinics primarily due to improved same-store growth, as well as the expansion of our corporate-owned or managed clinics portfolio; partially offset by
•A $4.8 million increase in operating expenses primarily driven by: (i) an increase in payroll-related expenses due to a decreasehigher head count to support the expansion of $8.0our corporate clinic portfolio, (ii) an increase in depreciation and administration expense due to the amortization of intangibles related to the 2019 acquisitions, coupled with depreciation expenses associated with the expansion of our corporate-owned or managed clinics portfolio in 2019, and (iii) an increase in selling and marketing expenses due to increased local marketing expenditures by the company-owned or managed clinics.
Franchise Operations
Our franchise operations segment had income from operations of $12.6 million for the year ended December 31, 2020, an increase of $1.6 million, compared to
a lossincome from operations of
$9.7$11.0 million for the
same periodyear ended December 31,
2016.2019. This
decreaseincrease was primarily
driven by: | · | a $3.5 million loss recorded during the year ended December 31, 2016, on disposition or impairment of the portfolio of clinics in Illinois and New York deemed to be held for sale as of December 31, 2016. The loss on disposition or impairment consisted of a $2.4 million impairment charge to lower the carrying costs of property and equipment to its estimated fair value less cost to sell, a $0.7 million write-off of accounts receivable deemed to be uncollectible for certain working capital advances made to PC entities in Illinois and New York, a $0.1 million impairment charge related to goodwill and intangible assets associated with an acquired clinic in New York, and a $0.3 million lease exit liability recorded for certain abandoned leases during the fourth quarter. During the year ended December 31, 2017, we recorded a $0.4 million loss on disposition or impairment primarily related to additional lease exit liabilities recorded to exit the remaining clinics in the Illinois and New York markets. Overall this represented a $3.1 million decrease in loss from operations; |
•An increase of $4.3 million in total revenues due to an increase in the number of franchised clinics in operation along with continued sales growth in existing franchised clinics; partially offset by | · | An increase in revenues of approximately $2.6 million from company-owned or managed clinics; and |
| | |
| · | A decrease of approximately $0.8 million in occupancy costs, $0.6 million of selling and marketing expenses, $0.6 million in depreciation and amortization, and $0.3 million of other general and administrative costs primarily due to the sale or closure of 14 company-owned or managed clinics. |
•An increase of $1.0 million in cost of revenues primarily due to (i) an increase in regional developer royalties and (ii) an increase of $1.7 million in operating expenses. The increase in operating expenses reflects the
increase in our franchise base, which resulted in (a) an increase in payroll-related expenses due to a higher head count, and (b) an increase in selling and marketing expenses.
Income Tax
(Expense) Benefit
| | | Year Ended December 31, | | Change from | | Percent Change |
| | | 2017 | | 2016 | | Prior Year | | from Prior Year |
| Income Tax Expense | | $ | (35,880 | ) | | $ | (164,429 | ) | | $ | 128,549 | | | | (78.2 | )% |
Changes in our income tax expense related primarily to changes in the valuation allowance on our deferred tax assets and the impact of certain permanent differences on taxable income. (Benefit) Expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | Change from Prior Year | | Percent Change from Prior Year |
| 2020 | | 2019 | | |
| Income tax (benefit) expense | (7,754,662) | | | 48,706 | | | $ | (7,803,368) | | | (16,021.4) | % |
For the years ended December 31,
20172020 and
2016,2019, the effective
tax rates were
-1.1%(143.3)% and
-2.6%1.4%, respectively. The
difference is duefluctuation in the effective rate was primarily attributable to
an increasedthe reversal of the valuation allowance
against our neton deferred tax assets
in addition to state income taxes relating to Voluntary Disclosure Agreements (“VDAs”) with various taxing jurisdictions and an adjustment to expected federal income tax refunds.U.S. Tax Reform
on December 31, 2020. In December 2017, the Tax Cuts and Jobs Act (the “Act”)2019, a full valuation allowance was enacted. The Act represents major tax reform legislation that, among other provisions, reduces the U.S. corporate tax rate. Certain income tax effects of the Act, including $3.9 million of tax expense recorded principally due to the write-down of our netestablished on all deferred tax assets are reflecteddue to historical losses in our financial resultscertain prior years and uncertainty about future earnings forecast. The valuation allowance was reduced in accordance with Staff Accounting Bulletin No. 118 (SAB 118), which provides SEC staff guidance2020 because the weight of evidence regarding the applicationfuture realizability of Accounting Standards Codification (ASC) Topic 740, Income Taxes,the deferred tax assets had become predominately positive. Please see Note 9, “Income Taxes” in the reporting periodNotes to Consolidated Financial Statements included in which the Act became law. See Note 9 to the consolidated financial statementsItem 8 of this report for further information on the financial statement impact of the Act.
discussion.
Liquidity and Capital Resources
Sources of Liquidity
From 2012 until November 2014, when we completed an initial public offering (“IPO”), we financed our business primarily through existing cash on hand and cash flows from operations.
On November 14, 2014, we completed our IPO of 3,000,000 shares of common stock at a price to the public of $6.50 per share. As a result of the IPO, we received aggregate net proceeds, after deducting underwriting discounts, commissions and other offering expenses, of approximately $17.1 million. On November 18, 2014, our underwriters exercised their option to purchase 450,000 additional shares of common stock to cover over-allotments, pursuant to which we received aggregate net proceeds of approximately $2.7 million.
On November 25, 2015 we completed our follow-on public offering of 2,272,727 shares of our common stock at a price to the public of $5.50 per share. On December 30, 2015 our underwriters exercised their over-allotment option to purchase an additional 340,909 shares of common stock to cover over-allotments pursuant to which we received aggregate net proceeds of approximately $13.0 million.
We have used a significant amount of the net proceeds from our public offerings for the development of company-owned or managed clinics. We accomplished this by developing new clinics, and by repurchasing existing franchises. In addition, we have used proceeds from our offerings to repurchase existing regional developer licenses and to continue to expand our franchised clinic business. We are holding the net proceeds in cash or short-term bank deposits.
As of December 31,
2017,2020, we had cash and short-term bank deposits of
approximately $4.2$20.6 million. We generated
approximately $0.2$11.2 million of cash flow from operating activities in the year ended December 31,
2017.2020. In February 2020, we executed a line of credit agreement, which provides a credit facility of up to $7.5 million, including a $2.0 million revolver and $5.5 million development line of credit. On March 18, 2020, we drew down $2.0 million under the credit agreement as a precautionary measure in order to further strengthen our cash position and provide financial flexibility in light of the uncertainty in the global markets resulting from the COVID-19 pandemic. In addition, on April 10, 2020, we received a loan in the amount of approximately $2.7 million from JPMorgan Chase Bank, N.A., pursuant to the Paycheck Protection Program (“PPP”). We will continue to preserve cash, and while we
deferred the majority of our planned 2020 capital expenditures given the dynamic nature of the COVID-19 pandemic, our long-term goal and growth opportunities remain unchanged. We currently plan to resume the acquisition and development of company-owned or managed clinics
we intendin 2021 and beyond and to continue to progress
at a measured pace and targettowards our goal, targeting geographic clusters where we are able to increase efficiencies through a consolidated real estate penetration strategy,
leverageleveraged cooperative
advertisementadvertising and marketing and
attain general corporate and administrative operating efficiencies.
In January 2017, we executed a Creditaddition to $20.6 million of unrestricted cash on hand as of December 31, 2020, our principal sources of liquidity are expected to be cash flows from operations and Security Agreement which provided aproceeds from the credit facility, up to $5.0 million.debt financings or equity issuances, and/or proceeds from the sale of assets. We have drawn $1.0 million underexpect our available cash and cash flows from operations and the credit facility. See Note 7facility to be sufficient to fund our short-term working capital requirements. In addition, we believe we will be able to fund future liquidity and capital requirements through cash flows generated from operating activities for a period of at least twelve months from the date our financial statements are issued. Our long-term capital requirements, primarily for acquisitions and other corporate initiatives, could be dependent on our ability to access additional funds through the debt and/or equity markets. From time to time, we consider and evaluate transactions related to our consolidated financial statements included in this reportportfolio and capital structure, including debt financings, equity issuances, purchases and sales of assets, and other transactions. Due to the COVID-19 pandemic, the levels of our cash flows from operations for additional discussion of2021 may be impacted. There can be no assurance that we will be able to generate sufficient cash flows or obtain the credit facility.
capital necessary to meet our short and long-term capital requirements.
Net cash provided by operating activities was
$0.2$11.2 million for the year ended December 31,
2017,2020, compared to net cash
used inprovided by operating activities of
$10.8$7.5 million for the year ended December 31,
2016. This change2019. The increase was
primarily attributable
primarily to a decreaseto: (i) the collection of tenant leasehold improvement allowance of $0.7 million, (ii) an increase in
net loss.revenue over the prior year period, (iii), impacts of cost containment initiatives, and (iv) the sale of two regional developer agreements for which we received approximately $0.5 million, which were partially offset by an increase in general and administrative expenses over the prior year period.
Net cash used in investing activities was approximately $0.4$4.6 million and $2.7$7.1 million during the years ended December 31, 20172020 and 2016,2019, respectively. For the year ended December 31, 2017,2020, this includesincluded acquisition of a business for $0.5 million, purchases
of property and equipment
for $3.2 million, and reacquisition and termination of
approximately $0.4regional developer rights for $1.0 million. For the year ended December 31,
2016,2019, this
includes cash paid forincluded acquisitions of
approximately $0.8businesses for $3.1 million,
cash paidpurchases of property and equipment for
$3.5 million, and reacquisition and termination of regional developer rights
of approximately $0.3 million and purchases of property of equipment of approximately $1.6for $0.7 million.
Net cash provided by (used in) financing activities was
approximately $1.4$5.6 million and
($0.2)$(0.6) million during the years ended December 31,
20172020 and
2016,2019, respectively. For the year ended December 31,
2017,2020, this
includes borrowings on revolvingincluded proceeds from: (i) the credit
note payablefacility, net of
$1related fees of $1.9 million,
proceeds from sale(ii) the loan under the CARES Act Paycheck Protection Program of
treasury$2.7 million, and (iii) the exercise of stock
options of
approximately $0.3 million,$1.0 million. For the year ended December 31, 2019, this included proceeds from exercise of stock options of
approximately $0.4$0.5 million
partially offset byand repayments on notes payable of
approximately $0.2 million. For the year ended December 31, 2016, this includes repayments on notes payable of approximately $0.4$1.1 million
partially offset by treasury stock sales of approximately $0.2 million.Recent Accounting Pronouncements
See
Please see Note 1,
Nature“Nature of Operations and Summary of Significant Accounting Policies,Policies” in the Notes to Consolidated Financial Statements included in Item 8 of this report for information regarding recently issued accounting pronouncements that may impact our financial statements.
Contractual Obligations and Risk
The following table summarizes our contractual obligations at December 31,
20172020 and the effect that such obligations are expected to have on our liquidity and cash flows in future periods:
| | | Payments Due by Fiscal Year |
| | | Total | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | Thereafter |
| Operating leases | | $ | 11,228,713 | | | $ | 2,119,305 | | | $ | 1,808,476 | | | $ | 1,544,978 | | | $ | 1,411,126 | | | $ | 1,283,865 | | | $ | 3,060,963 | |
| Notes payable | | | 1,100,000 | | | | 100,000 | | | | 1,000,000 | | | | - | | | | - | | | | | | | | - | |
| | | $ | 12,328,713 | | | $ | 2,219,305 | | | $ | 2,808,476 | | | $ | 1,544,978 | | | $ | 1,411,126 | | | $ | 1,283,865 | | | $ | 3,060,963 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Fiscal Year |
| Total | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Thereafter |
| Operating leases | $ | 16,385,465 | | | 3,925,287 | | | 3,797,361 | | | 3,099,227 | | | 2,494,385 | | | 2,077,593 | | | 991,612 | |
| | | | | | | | | | | | | |
Off-Balance Sheet Arrangements
During the year ended December 31, 2017,2020, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the
ShareholdersStockholders and Board of Directors of
The Joint Corp. and Subsidiary
Scottsdale, Arizona
OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS
and Affiliates
Opinion on the Consolidated Financial Statements
We have audited the accompanying
consolidated balance sheets of The Joint Corp. and
Subsidiarysubsidiary and affiliates (the
"Company"“Company”) as of December 31,
20172020 and
2016, and2019, the related consolidated statements of
operations,income, comprehensive income, stockholders' equity, and cash flows for each
yearof the years in the two-year period ended December 31,
2017,2020, and the related notes (collectively referred to as the
"financial statements"“financial statements”). In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of the Company as of December 31,
20172020 and
2016,2019, and the results of its operations and its cash flows for each
yearof the years in the two-year period ended December 31,
2017,2020, in conformity with accounting principles generally accepted in the United States of America.
BASIS FOR OPINION
These
Basis for Opinion
The Company's management is responsible for these financial
statements are the responsibility of the Company's management.statements. Our responsibility is to express an opinion on the
Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB"(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
EKS&H LLLP
March 9, 2018
Denver, Colorado
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Critical Audit Matter Description
As described in Notes 1 and 2 to the consolidated financial statements, the Company derives its 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’s revenue recognition process for company-owned and managed clinics and royalties involves a custom application responsible for the initiation, processing, and calculation of revenue in accordance with the Company’s accounting policy.
Auditing the Company's accounting for revenue from company-owned and managed clinics and royalties was challenging and complex due to the high volume of individually-low-monetary-value transactions, evaluation of the design and operation of this application, which was specifically developed for the Company’s business, and the use of multiple data sources in the revenue recognition process.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to revenue recognition for the company-owned and managed clinics and royalties included the following:
•We gained an understanding of the design of the controls over these revenue streams
•With the assistance of IT professionals, we tested the effectiveness of the Information Technology General Controls specific to this application
•We reconciled the transactions recorded in the application to bank statements to test the completeness of the data
• We tested the completeness and accuracy of the application reports to the database on a sampling basis
•We recalculated revenue recognized and deferred revenue on a sampling basis
/s/ Plante & Moran, PLLC
We have served as the
Company'sCompany’s auditor since 2013.
March 5, 2021
THE JOINT CORP. AND SUBSIDIARY
AND AFFILIATES
CONSOLIDATED BALANCE SHEETS
| | | | December 31,
2017 | | December 31,
2016 | | December 31,
2020 | | December 31,
2019 |
| ASSETS | | | | | | | | | ASSETS | | | |
| Current assets: | | | | | | | | | Current assets: | |
| Cash and cash equivalents | | $ | 4,216,221 | | | $ | 3,009,864 | | Cash and cash equivalents | $ | 20,554,258 | | | $ | 8,455,989 | |
| Restricted cash | | | 103,819 | | | | 334,394 | | Restricted cash | 265,371 | | | 185,888 | |
| Accounts receivable, net | | | 1,138,380 | | | | 1,021,733 | | Accounts receivable, net | 1,850,499 | | | 2,645,085 | |
| Income taxes receivable | | | - | | | | 42,014 | | |
| Notes receivable - current portion | | | 171,928 | | | | 40,826 | | |
| Deferred franchise costs - current portion | | | 484,081 | | | | 748,300 | | |
| Notes receivable, net | | Notes receivable, net | 0 | | | 128,724 | |
| Deferred franchise and regional development costs, current portion | | Deferred franchise and regional development costs, current portion | 897,551 | | | 765,508 | |
| Prepaid expenses and other current assets | | | 542,342 | | | | 499,525 | | Prepaid expenses and other current assets | 1,566,025 | | | 1,122,478 | |
| Total current assets | | | 6,656,771 | | | | 5,696,656 | | Total current assets | 25,133,704 | | | 13,303,672 | |
| Property and equipment, net | | | 3,800,466 | | | | 4,724,706 | | Property and equipment, net | 8,747,369 | | | 6,581,588 | |
| Notes receivable, net of current portion and reserve | | | 351,857 | | | | - | | |
| Deferred franchise costs, net of current portion | | | 812,600 | | | | 836,350 | | |
| Operating lease right-of-use asset | | Operating lease right-of-use asset | 11,581,435 | | | 12,486,672 | |
| Deferred franchise and regional development costs, net of current portion | | Deferred franchise and regional development costs, net of current portion | 4,340,756 | | | 3,627,225 | |
| Intangible assets, net | | | 1,760,042 | | | | 2,338,922 | | Intangible assets, net | 2,865,006 | | | 3,219,791 | |
| Goodwill | | | 2,916,426 | | | | 2,750,338 | | Goodwill | 4,625,604 | | | 4,150,461 | |
| Deferred tax assets | | Deferred tax assets | 8,007,633 | | | 0 | |
| Deposits and other assets | | | 611,808 | | | | 707,889 | | Deposits and other assets | 431,336 | | | 336,258 | |
| Total assets | | $ | 16,909,970 | | | $ | 17,054,861 | | Total assets | $ | 65,732,843 | | | $ | 43,705,667 | |
| | | | | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | LIABILITIES AND STOCKHOLDERS' EQUITY | |
| Current liabilities: | | | | | | | | | Current liabilities: | |
| Accounts payable | | $ | 1,068,669 | | | $ | 1,054,946 | | Accounts payable | $ | 1,561,648 | | | $ | 1,525,838 | |
| Accrued expenses | | | 86,959 | | | | 299,997 | | Accrued expenses | 770,221 | | | 216,814 | |
| Co-op funds liability | | | 89,681 | | | | 73,246 | | Co-op funds liability | 248,468 | | | 185,889 | |
| Payroll liabilities | | | 867,430 | | | | 750,421 | | Payroll liabilities | 2,776,036 | | | 2,844,107 | |
| Notes payable - current portion | | | 100,000 | | | | 331,500 | | |
| Deferred rent - current portion | | | 152,198 | | | | 215,450 | | |
| Deferred revenue - current portion | | | 2,553,818 | | | | 3,077,430 | | |
| Operating lease liability, current portion | | Operating lease liability, current portion | 2,918,140 | | | 2,313,109 | |
| Finance lease liability, current portion | | Finance lease liability, current portion | 70,507 | | | 24,253 | |
| Deferred franchise and regional development fee revenue, current portion | | Deferred franchise and regional development fee revenue, current portion | 3,000,369 | | | 2,740,954 | |
| Deferred revenue from company clinics | | Deferred revenue from company clinics | 3,905,200 | | | 3,196,664 | |
| Debt under the Paycheck Protection Program | | Debt under the Paycheck Protection Program | 2,727,970 | | | 0 | |
| Other current liabilities | | | 48,534 | | | | 60,894 | | Other current liabilities | 707,085 | | | 518,686 | |
| Total current liabilities | | | 4,967,289 | | | | 5,863,884 | | Total current liabilities | 18,685,644 | | | 13,566,314 | |
| Notes payable, net of current portion | | | 1,000,000 | | | | - | | |
| Deferred rent, net of current portion | | | 802,492 | | | | 1,400,790 | | |
| Deferred revenue, net of current portion | | | 4,693,441 | | | | 2,231,712 | | |
| Operating lease liability, net of current portion | | Operating lease liability, net of current portion | 10,632,672 | | | 11,901,040 | |
| Finance lease liability, net of current portion | | Finance lease liability, net of current portion | 132,469 | | | 34,398 | |
| Debt under the Credit Agreement | | Debt under the Credit Agreement | 2,000,000 | | | 0 | |
| Deferred franchise and regional development fee revenue, net of current portion | | Deferred franchise and regional development fee revenue, net of current portion | 13,503,745 | | | 12,366,322 | |
| Deferred tax liability | | | 136,434 | | | | 120,700 | | Deferred tax liability | 0 | | | 89,863 | |
| Other liabilities | | | 411,497 | | | | 512,362 | | Other liabilities | 27,230 | | | 27,230 | |
| Total liabilities | | | 12,011,153 | | | | 10,129,448 | | Total liabilities | 44,981,760 | | | 37,985,167 | |
| Commitments and contingencies | | | | | | | | | |
| Stockholders' equity: | | | | | | | | | Stockholders' equity: | |
| Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 issued and outstanding, as of December 31, 2017, and December 31, 2016 | | | - | | | | - | | |
| Common stock, $0.001 par value; 20,000,000 shares authorized, 13,600,338 shares issued and 13,586,254 shares outstanding as of December 31, 2017 and 13,317,393 shares issued and 13,020,889 outstanding as of December 31, 2016 | | | 13,600 | | | | 13,317 | | |
| Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 issued and outstanding, as of December 31, 2020 and 2019 | | Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 issued and outstanding, as of December 31, 2020 and 2019 | 0 | | | 0 | |
| Common stock, $0.001 par value; 20,000,000 shares authorized, 14,174,237 shares issued and 14,157,070 shares outstanding as of December 31, 2020 and 13,898,694 shares issued and 13,882,932 outstanding as of December 31, 2019 | | Common stock, $0.001 par value; 20,000,000 shares authorized, 14,174,237 shares issued and 14,157,070 shares outstanding as of December 31, 2020 and 13,898,694 shares issued and 13,882,932 outstanding as of December 31, 2019 | 14,174 | | | 13,899 | |
| Additional paid-in capital | | | 37,229,869 | | | | 36,398,588 | | Additional paid-in capital | 41,350,001 | | | 39,454,937 | |
| Treasury stock 14,084 shares as of December 31, 2017 and 296,504 shares as of December 31, 2016, at cost | | | (86,045 | ) | | | (503,118 | ) | |
| Treasury stock 17,167 shares as of December 31, 2020 and 15,762 shares as of December 31, 2019, at cost | | Treasury stock 17,167 shares as of December 31, 2020 and 15,762 shares as of December 31, 2019, at cost | (143,111) | | | (111,041) | |
| Accumulated deficit | | | (32,258,607 | ) | | | (28,983,374 | ) | Accumulated deficit | (20,470,081) | | | (33,637,395) | |
| Total stockholders' equity | | | 4,898,817 | | | | 6,925,413 | | |
| Total The Joint Corp. stockholders' equity | | Total The Joint Corp. stockholders' equity | 20,750,983 | | | 5,720,400 | |
| Non-controlling Interest | | Non-controlling Interest | 100 | | | 100 | |
| Total equity | | Total equity | 20,751,083 | | | 5,720,500 | |
| Total liabilities and stockholders' equity | | $ | 16,909,970 | | | $ | 17,054,861 | | Total liabilities and stockholders' equity | $ | 65,732,843 | | | $ | 43,705,667 | |
The accompanyingSee notes
are an integral part of theseto consolidated financial statements.
THE JOINT CORP. AND SUBSIDIARY
AND AFFILIATES
CONSOLIDATED
INCOME STATEMENTS
OF OPERATIONS | | | | Year Ended
December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2020 | | 2019 |
| Revenues: | | | | | | | | | Revenues: | |
| Revenues and management fees from company clinics | | $ | 11,125,115 | | | $ | 8,550,980 | | |
| Revenues from company-owned or managed clinics | | Revenues from company-owned or managed clinics | $ | 31,771,288 | | | $ | 25,807,584 | |
| Royalty fees | | | 7,722,856 | | | | 5,973,079 | | Royalty fees | 15,886,051 | | | 13,557,170 | |
| Franchise fees | | | 1,442,415 | | | | 2,286,809 | | Franchise fees | 2,100,800 | | | 1,791,545 | |
| Advertising fund revenue | | | 2,753,776 | | | | 1,866,406 | | Advertising fund revenue | 4,506,413 | | | 3,884,055 | |
| IT related income and software fees | | | 1,137,363 | | | | 932,709 | | |
| Software fees | | Software fees | 2,694,520 | | | 1,865,779 | |
| Regional developer fees | | | 583,550 | | | | 617,573 | | Regional developer fees | 876,804 | | | 803,849 | |
| Other revenues | | | 398,929 | | | | 296,084 | | Other revenues | 847,100 | | | 740,918 | |
| Total revenues | | | 25,164,004 | | | | 20,523,640 | | Total revenues | 58,682,976 | | | 48,450,900 | |
| Cost of revenues: | | | | | | | | | Cost of revenues: | | | |
| Franchise cost of revenues | | | 2,996,797 | | | | 2,717,691 | | |
| Franchise and regional developer cost of revenues | | Franchise and regional developer cost of revenues | 6,090,203 | | | 5,159,778 | |
| IT cost of revenues | | | 315,397 | | | | 221,918 | | IT cost of revenues | 417,265 | | | 406,139 | |
| Total cost of revenues | | | 3,312,194 | | | | 2,939,609 | | Total cost of revenues | 6,507,468 | | | 5,565,917 | |
| Selling and marketing expenses | | | 4,473,881 | | | | 4,419,180 | | Selling and marketing expenses | 7,804,420 | | | 6,913,709 | |
| Depreciation and amortization | | | 2,017,323 | | | | 2,566,136 | | Depreciation and amortization | 2,734,462 | | | 1,899,257 | |
| General and administrative expenses | | | 18,117,533 | | | | 22,086,321 | | General and administrative expenses | 36,195,817 | | | 30,543,030 | |
| Total selling, general and administrative expenses | | | 24,608,737 | | | | 29,071,637 | | Total selling, general and administrative expenses | 46,734,699 | | | 39,355,996 | |
| Loss on disposition or impairment | | | 417,971 | | | | 3,520,370 | | |
| Loss from operations | | | (3,174,898 | ) | | | (15,007,976 | ) | |
| Net (gain) loss on disposition or impairment | | Net (gain) loss on disposition or impairment | (51,321) | | | 114,352 | |
| Income from operations | | Income from operations | 5,492,130 | | | 3,414,635 | |
| | | | | | | | | | | | | |
| Other expense, net | | | (64,455 | ) | | | (1,467 | ) | |
| Loss before income tax expense | | | (3,239,353 | ) | | | (15,009,443 | ) | |
| Other income (expense): | | Other income (expense): | |
| Bargain purchase gain | | Bargain purchase gain | 0 | | | 19,298 | |
| Other (expense), net | | Other (expense), net | (79,478) | | | (61,515) | |
| Total other (expense) | | Total other (expense) | (79,478) | | | (42,217) | |
| | | | | | | | | | |
| Income tax expense | | | (35,880 | ) | | | (164,429 | ) | |
| Income before income tax (benefit) expense | | Income before income tax (benefit) expense | 5,412,652 | | | 3,372,418 | |
| | | | | | | | | | |
| Net loss and comprehensive loss | | $ | (3,275,233 | ) | | $ | (15,173,872 | ) | |
| Income tax (benefit) expense | | Income tax (benefit) expense | (7,754,662) | | | 48,706 | |
| | | | | | | | | | | | | |
| Loss per share: | | | | | | | | | |
| Basic and diluted loss per share | | $ | (0.25 | ) | | $ | (1.20 | ) | |
| Net income and comprehensive income | | Net income and comprehensive income | $ | 13,167,314 | | | $ | 3,323,712 | |
| | | | | | | | | | |
| Basic and diluted weighted average shares outstanding | | | 13,245,119 | | | | 12,696,649 | | |
| Less: income attributable to the non-controlling interest | | Less: income attributable to the non-controlling interest | $ | 0 | | | $ | 0 | |
| | Net income attributable to The Joint Corp. stockholders | | Net income attributable to The Joint Corp. stockholders | $ | 13,167,314 | | | $ | 3,323,712 | |
| | Earnings per share: | | Earnings per share: | |
| Basic earnings per share | | Basic earnings per share | $ | 0.94 | | | $ | 0.24 | |
| Diluted earnings per share | | Diluted earnings per share | $ | 0.90 | | | $ | 0.23 | |
| | Basic weighted average shares | | Basic weighted average shares | 14,003,708 | | | 13,819,149 | |
| Diluted weighted average shares | | Diluted weighted average shares | 14,582,877 | | | 14,467,567 | |
The accompanying
See notes
are an integral part of theseto consolidated financial statements.
THE JOINT CORP. AND SUBSIDIARY
AND AFFILIATES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| | | Common Stock | | Additional
Paid In | | Treasury Stock | | Accumulated | | |
| | | Shares | | Amount | | Capital | | Shares | | Amount | | Deficit | | Total |
| Balances, December 31, 2015 | | | 13,070,180 | | | $ | 13,070 | | | $ | 35,267,376 | | | | 534,000 | | | $ | (791,638 | ) | | $ | (13,809,502 | ) | | $ | 20,679,306 | |
| Stock-based compensation expense | | | - | | | | - | | | | 1,123,481 | | | | - | | | | - | | | | - | | | | 1,123,481 | |
| Issuance of vested restricted stock | | | 162,441 | | | | 162 | | | | (162 | ) | | | - | | | | - | | | | - | | | | - | |
| Exercise of stock options | | | 37,824 | | | | 38 | | | | 70,893 | | | | - | | | | - | | | | - | | | | 70,931 | |
| Issuance of common stock, offering costs adjustment | | | - | | | | - | | | | (1,042 | ) | | | - | | | | - | | | | - | | | | (1,042 | ) |
| Purchases of treasury stock under employee stock plans | | | - | | | | - | | | | - | | | | 13,376 | | | | (83,391 | ) | | | - | | | | (83,391 | ) |
| Sale of treasury stock | | | - | | | | - | | | | (161,911 | ) | | | (250,872 | ) | | | 371,911 | | | | - | | | | 210,000 | |
| Issuance of common stock for legal settlement | | | 46,948 | | | | 47 | | | | 99,953 | | | | - | | | | - | | | | - | | | | 100,000 | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (15,173,872 | ) | | | (15,173,872 | ) |
| Balances, December 31, 2016 | | | 13,317,393 | | | $ | 13,317 | | | $ | 36,398,588 | | | | 296,504 | | | $ | (503,118 | ) | | $ | (28,983,374 | ) | | $ | 6,925,413 | |
| Stock-based compensation expense | | | - | | | | - | | | | 594,371 | | | | - | | | | - | | | | - | | | | 594,371 | |
| Issuance of vested restricted stock | | | 76,070 | | | | 76 | | | | (76 | ) | | | - | | | | - | | | | - | | | | - | |
| Purchases of treasury stock under employee stock plans | | | - | | | | - | | | | - | | | | 708 | | | | (2,655 | ) | | | - | | | | (2,655 | ) |
| Sale of treasury stock | | | - | | | | - | | | | (127,057 | ) | | | (283,128 | ) | | | 419,728 | | | | - | | | | 292,671 | |
| Exercise of stock options | | | 206,875 | | | | 207 | | | | 364,043 | | | | - | | | | - | | | | - | | | | 364,250 | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3,275,233 | ) | | | (3,275,233 | ) |
| Balances, December 31, 2017 | | | 13,600,338 | | | $ | 13,600 | | | $ | 37,229,869 | | | | 14,084 | | | $ | (86,045 | ) | | $ | (32,258,607 | ) | | $ | 4,898,817 | |
The accompanying | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional
Paid In Capital | | Treasury Stock | | Accumulated
Deficit | | | | | | |
| Shares | | Amount | | | Shares | | Amount | | | Total The Joint Corp. stockholder's equity | | Non-controlling Interest | | Total |
| Balances, December 31, 2018 | 13,757,200 | | | $ | 13,757 | | | $ | 38,189,251 | | | 14,670 | | | $ | (90,856) | | | $ | (37,384,651) | | | $ | 727,501 | | | $ | 100 | | | $ | 727,601 | |
| Correction of immaterial error related to ASC 606 adoption | — | | | — | | | — | | | — | | | — | | | 423,544 | | | 423,544 | | | — | | | 423,544 | |
| Stock-based compensation expense | — | | | — | | | 720,651 | | | — | | | — | | | — | | | 720,651 | | | — | | | 720,651 | |
| Issuance of restricted stock | 38,289 | | | 38 | | | (38) | | | — | | | — | | | — | | | — | | | — | | | 0 | |
| Exercise of stock options | 103,205 | | | 104 | | | 545,073 | | | — | | | — | | | — | | | 545,177 | | | — | | | 545,177 | |
| Purchases of treasury stock under employee stock plans | — | | | — | | | — | | | 1,092 | | | (20,185) | | | — | | | (20,185) | | | — | | | (20,185) | |
| Net income | | | | | | | | | | | 3,323,712 | | | 3,323,712 | | | — | | | 3,323,712 | |
| Balances, December 31, 2019 | 13,898,694 | | | $ | 13,899 | | | $ | 39,454,937 | | | 15,762 | | | $ | (111,041) | | | $ | (33,637,395) | | | $ | 5,720,400 | | | $ | 100 | | | $ | 5,720,500 | |
| Stock-based compensation expense | — | | | — | | | 885,975 | | | — | | | — | | | — | | | 885,975 | | | — | | | 885,975 | |
| Issuance of restricted stock | 50,741 | | | 51 | | | (51) | | | — | | | — | | | — | | | — | | | — | | | 0 | |
| Exercise of stock options | 224,802 | | | 224 | | | 1,009,140 | | | — | | | — | | | — | | | 1,009,364 | | | — | | | 1,009,364 | |
| Purchases of treasury stock under employee stock plans | — | | | — | | | — | | | 1,405 | | | (32,070) | | | — | | | (32,070) | | | — | | | (32,070) | |
| Net income | — | | | — | | | — | | | — | | | — | | | 13,167,314 | | | 13,167,314 | | | — | | | 13,167,314 | |
| Balances, December 31, 2020 | 14,174,237 | | | $ | 14,174 | | | $ | 41,350,001 | | | 17,167 | | | $ | (143,111) | | | $ | (20,470,081) | | | $ | 20,750,983 | | | $ | 100 | | | $ | 20,751,083 | |
See notes
are an integral part of theseto consolidated financial statements.
THE JOINT CORP. AND SUBSIDIARY
AND AFFILIATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | Year Ended |
| | | December 31, |
| | | 2017 | | 2016 |
| Cash flows from operating activities: | | | | | | | | |
| Net loss | | $ | (3,275,233 | ) | | $ | (15,173,872 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| (Recovery) provision for bad debts | | | (40,000 | ) | | | (10,830 | ) |
| Regional developer fees recognized upon acquisition of development rights | | | - | | | | (138,500 | ) |
| Adjustment to deferred revenue from previous acquisitions | | | 133,943 | | | | - | |
| Net franchise fees recognized upon termination of franchise agreements | | | (73,665 | ) | | | (342,259 | ) |
| Depreciation and amortization | | | 2,017,323 | | | | 2,566,136 | |
| Gain on sale of fixed assets | | | (14,525 | ) | | | (2,191 | ) |
| Loss on disposition or impairment of assets | | | 417,971 | | | | 3,520,370 | |
| Deferred income taxes | | | 15,734 | | | | 120,700 | |
| Stock based compensation expense | | | 594,371 | | | | 1,123,481 | |
| Cash paid for legal settlement | | | - | | | | 100,000 | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Restricted cash | | | 230,575 | | | | 50,888 | |
| Accounts receivable | | | (124,108 | ) | | | (999,522 | ) |
| Income taxes receivable | | | 42,014 | | | | 28,967 | |
| Prepaid expenses and other current assets | | | (42,817 | ) | | | (133,492 | ) |
| Deferred franchise costs | | | 269,719 | | | | 361,600 | |
| Deposits and other assets | | | 96,081 | | | | 71,549 | |
| Accounts payable | | | (36,751 | ) | | | (953,084 | ) |
| Accrued expenses | | | (213,038 | ) | | | (75,532 | ) |
| Co-op funds liability | | | 16,435 | | | | (127,832 | ) |
| Payroll liabilities | | | 117,009 | | | | (742,954 | ) |
| Other liabilities | | | (734,321 | ) | | | (19,130 | ) |
| Deferred rent | | | (410,964 | ) | | | 824,390 | |
| Deferred revenue | | | 1,170,691 | | | | (896,195 | ) |
| Net cash provided by (used in) operating activities | | | 156,444 | | | | (10,847,312 | ) |
| | | | | | | | | |
| Cash flows from investing activities: | | | | | | | | |
| Cash paid for acquisitions | | | - | | | | (839,000 | ) |
| Reacquisition and termination of regional developer rights | | | - | | | | (325,000 | ) |
| Purchase of property and equipment | | | (449,204 | ) | | | (1,567,727 | ) |
| Payments received on notes receivable | | | 76,351 | | | | 35,905 | |
| Net cash used in investing activities | | | (372,853 | ) | | | (2,695,822 | ) |
| | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | |
| Borrowings on revolving credit note payable | | | 1,000,000 | | | | - | |
| Issuance of common stock, offering costs adjustment | | | - | | | | (1,042 | ) |
| Purchases of treasury stock under employee stock plans | | | (2,655 | ) | | | (83,391 | ) |
| Proceeds from sale of treasury stock | | | 292,671 | | | | 210,000 | |
| Proceeds from exercise of stock options | | | 364,250 | | | | 70,931 | |
| Repayments on notes payable | | | (231,500 | ) | | | (436,350 | ) |
| Net cash provided by (used in) financing activities | | | 1,422,766 | | | | (239,852 | ) |
| | | | | | | | | |
| Net increase (decrease) in cash | | | 1,206,357 | | | | (13,782,986 | ) |
| Cash at beginning of year | | | 3,009,864 | | | | 16,792,850 | |
| Cash at end of year | | $ | 4,216,221 | | | $ | 3,009,864 | |
| | | | | | | | | | | |
| Year Ended December 31, |
| 2020 | | 2019 |
| Cash flows from operating activities: | | | |
| Net income | $ | 13,167,314 | | | $ | 3,323,712 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Depreciation and amortization | 2,734,462 | | | 1,899,257 | |
| Net loss on disposition or impairment (non-cash portion) | 1,193 | | | 114,352 | |
| Net franchise fees recognized upon termination of franchise agreements | (57,080) | | | (113,944) | |
| Bargain purchase gain | 0 | | | (19,298) | |
| Deferred income taxes | (8,097,494) | | | 1,573 | |
| Stock based compensation expense | 885,975 | | | 720,651 | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | 794,586 | | | (1,838,735) | |
| Prepaid expenses and other current assets | (443,547) | | | (240,188) | |
| Deferred franchise costs | (899,056) | | | (882,672) | |
| Deposits and other assets | (43,380) | | | 268,369 | |
| Accounts payable | (90,429) | | | 75,893 | |
| Accrued expenses | 389,973 | | | (64,758) | |
| Payroll liabilities | (68,071) | | | 808,449 | |
| Deferred revenue | 2,206,063 | | | 2,615,896 | |
| Other liabilities | 702,733 | | | 853,392 | |
| Net cash provided by operating activities | 11,183,242 | | | 7,521,949 | |
| | | |
| Cash flows from investing activities: | | | |
| Acquisition of business | (534,000) | | | (3,122,332) | |
| Purchase of property and equipment | (3,156,233) | | | (3,483,578) | |
| Reacquisition and termination of regional developer rights | (1,039,500) | | | (681,500) | |
| Payments received on notes receivable | 128,724 | | | 149,348 | |
| Net cash used in investing activities | (4,601,009) | | | (7,138,062) | |
| | | |
| Cash flows from financing activities: | | | |
| Payments of finance lease obligation | (57,097) | | | (21,954) | |
| Purchases of treasury stock under employee stock plans | (32,070) | | | (20,185) | |
| Proceeds from exercise of stock options | 1,009,364 | | | 545,177 | |
| Proceeds from the Credit Agreement, net of related fees | 1,947,352 | | | 0 | |
| Proceeds from the Paycheck Protection Program | 2,727,970 | | | 0 | |
| Repayments on notes payable | 0 | | | (1,100,000) | |
| Net cash provided by (used in) financing activities | 5,595,519 | | | (596,962) | |
| | | |
| Increase (decrease) in cash | 12,177,752 | | | (213,075) | |
| Cash and restricted cash, beginning of period | 8,641,877 | | | 8,854,952 | |
| Cash and restricted cash, end of period | $ | 20,819,629 | | | $ | 8,641,877 | |
See notes to consolidated financial statements.
During the years ended December 31,
20172020 and
2016,2019, cash paid for income taxes was
$29,315$237,655 and
$11,250,$65,064, respectively. During the years ended December 31,
20172020 and
2016,2019, cash paid for interest was
$108,016$42,833 and
$15,262,$96,978, respectively.
Supplemental disclosure of non-cash activity:
As of December 31,
2017, the Company had2020, accounts payable and accrued expenses include property and equipment purchases of
$50,474 which were included in accounts payable.$126,239, and $163,434, respectively. As of December 31,
2016, the Company had2019, accounts payable and accrued expenses include property and equipment purchases of
$11,059 which were included in accounts payable.$196,671, and $15,250, respectively.
In connection with the acquisitions
of franchises during the year ended December 31,
2016,2020, the Company acquired
$293,014$1,625 of property and equipment
and intangible assets of
$339,000, goodwill of $269,780 and assumed deferred revenue associated with membership packages paid in advance of $45,072$96,400, in exchange for
$839,000 in cash and notes payable issued$534,000 to the
sellers for an aggregate amount of $186,000.seller. Additionally, at the time of these transactions, the Company carried
net deferred revenue of
$29,000,$355, representing
unrecognized net franchise fees collected upon the execution of
the franchise
agreements, and deferred costs of $1,450, related to its acquisition of undeveloped franchises.agreement. The Company netted
these amountsthis amount against the
aggregate purchase price of the
acquisitions (Note 2).acquisitions.
In connection with the acquisitions during the year ended December 31, 2019, the Company acquired $173,521 of property and equipment and intangible assets of $1,999,469, in exchange for $3,127,332 (of which $5,000 was in accounts payable as of December 31, 2019) to the sellers. Additionally, at the time of these transactions, the Company carried net deferred revenue of $40,805, representing unrecognized net franchise fees collected upon the execution of the franchise agreement. The Company netted this amount against the purchase price of the acquisitions.
In connection with the Company's reacquisition and termination of regional developer rights during the year ended December 31, 2016,2020, the Company had deferred revenue of $224,750$36,781 representing unrecognized license fees collected upon the execution of the regional developer agreement. The Company netted this amount against the aggregate purchase price of the acquisition.
In connection with the Company's reacquisition and termination of regional developer rights during the year ended December 31, 2019, the Company had deferred revenue of $44,334 representing unrecognized license fees collected upon the execution of the regional developer agreements.
In accordance with ASC-952-605, theThe Company netted these amounts against the aggregate purchase price of the acquisitions.
In connection with the sale
Table 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 with revenue to be recognized over the anticipated number of clinics to be opened in the respective territories. The Company has recognized $14,967 of revenue related to these notes in the year ended December 31, 2017.During December of 2016, the Company entered into a settlement agreement, whereby it resolved a pending litigation matter. Under the terms of the settlement agreement, the Company agreed to a one-time settlement amount comprised of cash and 46,948 shares of common stock. The fair value of the total consideration related to common stock was $100,000. The fair value of the common stock was measured using the closing price of the Company's common stock on the settlement date.
During December of 2017 the Company recorded an adjustment to goodwill related to deferred revenue from previous acquisitions of $166,088.
Contents The accompanying notes are an integral part of these consolidated financial statements.
THE JOINT CORP. AND SUBSIDIARY
AND AFFILIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: | | Nature of Operations and Summary of Significant Accounting Policies |
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Basis of Presentation
These financial statements represent the consolidated financial statements of The Joint Corp. (“The Joint”), its variable interest entities (“VIEs”), and its wholly owned subsidiary, The Joint Corporate Unit No. 1, LLC (collectively, the “Company”). 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, other (expenses) income, and income taxes that are reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. For a discussion of significant estimates and judgments made in recognizing revenue, accounting for leases, and accounting for income taxes, see Note 2, "Revenue Disclosures", Note 9, "Income Taxes", and Note 10, "Commitments and Contingencies".
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, LLC,
(collectively, the “Company”), which was dormant for all periods presented.
The Company consolidates VIEs in which the Company is the primary beneficiary in accordance with ASC 810. Non-controlling interests represent third-party equity ownership interests in VIEs.
All significant
intercompanyinter-affiliate accounts and transactions between The Joint
Corp. and its
subsidiaryVIEs 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 December 31, 2016 to conform to the current year presentation and align with the segment footnote presentation.
Net
lossincome and comprehensive
lossincome are the same for the years ended December 31,
20172020 and
2016.
Nature of Operations
The Joint Corp., a Delaware corporation, was formed on March 10, 2010. 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 December 31, 2017 and 2016:
| | | 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 | | | | - | |
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”)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 hold the controlling interest and are not 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. 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 not meet all the following criteria: 1) The fees are compensation for services provided and are commensurate with the level of effort required to provide those services; 2) The decision maker or service provider does not 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; 3) The service arrangement includes only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated at arm’s length. The Company has analyzed its relationship withassessed the governance structure and operating procedures of the PCs and has determined that the Company does not havehas the power to direct thecontrol certain significant nonclinical activities of the PCs. As such,PCs, as defined by ASC 810, therefore, the activityCompany is the primary beneficiary of the PCsVIEs, and per ASC 810, must consolidate the VIEs. The carrying amount of VIE assets and liabilities are immaterial as of December 31, 2020.
Nature of Operations
The Joint Corp., a Delaware corporation, was formed on March 10, 2010 for the principal purpose of franchising, developing, selling regional developer rights, supporting the operations of franchised chiropractic clinics, and operating and managing corporate chiropractic clinics at locations throughout the United States of America. The franchising of chiropractic clinics is not includedregulated 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
Company’s consolidated financial statements
years ended December 31, 2020 and 2019:
| | | | | | | | | | | |
| Year Ended December 31, |
| Franchised clinics: | 2020 | | 2019 |
| Clinics open at beginning of period | 453 | | | 394 | |
| Opened during the period | 70 | | | 71 | |
| Sold during the period | (1) | | | (8) | |
| Closed during the period | (7) | | | (4) | |
| Clinics in operation at the end of the period | 515 | | | 453 | |
| | | | | | | | | | | |
| Year Ended December 31, |
| Company-owned or managed clinics: | 2020 | | 2019 |
| Clinics open at beginning of period | 60 | | | 48 | |
| Opened during the period | 3 | | | 5 | |
| Acquired during the period | 1 | | | 8 | |
| Closed during the period | 0 | | | (1) | |
| Clinics in operation at the end of the period | 64 | | | 60 | |
| | | |
| Total clinics in operation at the end of the period | 579 | | | 513 | |
| | | |
| Clinic licenses sold but not yet developed | 212 | | | 170 | |
| Executed letters of intent for future clinic licenses | 41 | | | 34 | |
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an original maturity of three 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
no0 cash equivalents as of December 31,
20172020 and
2016.2019.
Restricted cash relates to cash
that franchisees and
corporatecompany-owned or managed clinics contribute to the Company’s National Marketing Fund and cash
that franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed by franchisees to the National Marketing Fund is to be used in accordance with the
Company’s Franchise Disclosure Document with a focus on regional and national marketing and advertising.
Concentrations of Credit Risk
From time to time, the Company grants credit in the normal course of business to franchisees and PCs related to the collection of royalties and other operating revenues. The Company periodically performs credit analysis and monitors the financial condition of the franchisees and PCs to reduce credit risk. As of December 31, 2017 and 2016, one PC entity and six franchisees represented 13% and 24%, respectively, of outstanding accounts receivable. The Company did not have any customers that represented greater than 10% of its revenues during the years ended December 31, 2017 and 2016.
Accounts receivable primarily 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.fees. The Company considers an allowancea reserve 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. TheActual losses ultimately could differ materially in the near term from the amounts estimated in determining the allowance. As of December 31, 20172020, and 2016,2019, the Company had an allowance for doubtful accounts of $0 and $131,830, respectively. During the year ended December 31, 2017 the Company recovered $40,000$0.
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, the Company determined that certain working capital advances from its PC entities in Illinois and New York were no longer collectible as a result of the sale or closure of the related clinics. Accordingly, the Company wrote-off approximately $47,000 of accounts receivable to loss on disposition or impairment related to these entities during the year ended December 31, 2017. The Company wrote-off $731,857 of accounts receivable to loss on disposition or impairment related to these entities during the year ended December 31, 2016.
Deferred Franchise Costs
and Regional Development Costs
Deferred franchise
and regional development costs represent commissions that
are direct and incremental to the Company and are paid in conjunction with the sale of a franchise
license or regional development rights. These costs are recognized as an expense, in franchise and
are expensedregional development cost of revenues when the respective revenue is recognized, which is generally
uponover the
openingterm of
a clinic.
the related franchise or regional developer agreement.
Property and equipment are stated at cost.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 the estimated useful lives of three to seven 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.income.
Capitalized Software
Developed The Company capitalizes certain software development costs. These capitalized costs are primarily related to proprietary software used by clinics for operations and by the Company for the management of operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized as assets in progress until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Software developed is recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, which is generally 5three to five years.
The FASB issued in August 2018 an update to accounting guidance related to implementation costs incurred in a cloud computing arrangement that is a service contract. The update aligns the requirements for capitalizing implementation costs incurred under such arrangements with the requirements for capitalizing costs incurred to develop or obtain internal-use software. Accordingly, implementation costs incurred in connection with a cloud computing arrangement that is a service contract are capitalized and such costs were included in prepaid expenses in the Company’s Consolidated Balance Sheet.
Leases
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. The Company recognizes a right-of-use ("ROU") asset and lease liability for all leases. 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 not 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 not 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 third-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 consolidated income statements. 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 consolidated income statements.
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 sixone to eight years. The Company amortizesIn the acquiredcase of regional developer rights, the Company generally amortizes the re-acquired regional developer rights overtwo to seven years. The fair value of customer relationships is amortized over their estimated useful life of two years.The Company recorded an impairment charge of $38,185 during the year ended December 31, 2016 related
to closure of an acquired clinic in New York. No impairment was recorded for the year ended December 31, 2017.four years.
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 2.of franchises. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are
subject to annualtested for impairment
tests.annually and more frequently if a triggering event occurs that makes it more likely than not that the fair value of a reporting unit is below carrying value. As required, the Company performs an annual impairment test of goodwill as of the first day of the fourth quarter or more frequently if
events or circumstances change that would more likely than not reducea triggering event occurs. As a result of the
fair valueCOVID-19 pandemic and its impact on the Company's projected cash flows, the Company tested goodwill for impairment at the end of
a reporting unit below its carrying value.the first quarter of 2020. The Company also performed its annual impairment test of goodwill as of October 1, 2020 as required. NaN impairments of goodwill were recorded an impairment charge of $54,994 duringfor the yearyears ended December 31, 20162020 and 2019.
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which
represents the write-offeliminates step 2 of the
current goodwill
associatedimpairment test that requires a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment loss will instead be measured at the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the recorded amount of goodwill. The provision of this ASU is effective for years beginning after December 15, 2022 for smaller reporting companies, as defined by the SEC, with
the closure of an acquired clinic in New York. Noearly adoption permitted for any impairment
was recorded for the year ended December 31,test performed on testing dates after January 1, 2017.
The Company adopted this ASU provision on January 1, 2020.
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 be recovered. The Company looks primarily to estimated undiscounted future cash flows in its assessment of whether or not long-lived assets
have been impaired. Noare recoverable. As a result of the COVID-19 pandemic, the Company evaluated whether the carrying values of the long-lived assets in certain corporate clinics were recoverable at the end of the first quarter of 2020. The Company did not identify any triggering event during the remainder of 2020. NaN impairments
of long-lived assets were recorded for the year ended December 31,
2017. The Company recorded an impairment charge of $2.3 million during the year ended December 31, 2016 due to the sale or closure of clinics in Illinois2020 and
New York (Note 4).2019.
The Company has established an advertising fund for
national/national or regional marketing and advertising of services offered by its clinics. The monthly marketing fee is 2% 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 fundsCo-Op Marketing Funds collected are segregated and used for the purposes specified by the Co-Ops’ officers. The
marketing fundsCo-Op Marketing Funds are included in restricted cash on the Company’s consolidated balance sheets.
Accounting for Costs Associated with Exit or Disposal Activities
Revenue Recognition
The Company
recognizes a liability for the cost associated with an exit or disposal activity that is measured initially atgenerates revenue primarily through 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 December 31, 2016, the Company recognized a liability of approximately $0.3 million related to operating leases that will no longer provide economic benefit to the entity, net of estimated sublease income.
In the year ended December 31, 2017, the Company ceased use of eight clinic locations from its corporate clinics segment and recognized a liability of approximately $0.9 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 $0.4 million in loss on disposition or impairment in the accompanying consolidated statement of operations.
Deferred Rent
The Company leases office space for its corporate offices and company-owned and managed clinics under operating leases, which may 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.
Revenue Recognition
The Company generates revenue through initialroyalties, franchise fees, regional developer fees, royalties, advertising fund revenue,contributions, IT related income and computer software fees and from its company-owned and managed clinics.
Franchise Fees. 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 ten 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 no financing to franchisees and offers no guarantees on their behalf.
Regional Developer Fees. During 2011, 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 rangingfranchisees.
Revenues from $7,250 to 25% of the then current franchise fee for each franchise they received the right to develop within the region. In 2017, 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 $14,500 to $19,950 which are collected from franchisees upon the sale of franchises within their region and a royalty of 3% 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 December 31, 2017, the Company entered into ten regional developer agreements for which it received approximately $2.1 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.
Revenues and Management Fees from CompanyCompany-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 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. In other states where state law requiresAny unused visits associated with
monthly memberships are recognized on a month-to-month basis. The Company recognizes a contract liability (or a deferred revenue liability) related to the
chiropractic practice to be owned by a licensed chiropractor,prepaid treatment plans for which the Company
enters into a management agreement withhas an ongoing performance obligation. The Company recognizes this contract liability, and recognizes revenue, as the
doctor’s PC. Underpatient consumes his or her visits related to the
management agreement,package and the Company
provides administrativetransfers its services. Based on a historical lag analysis and
business management servicesan evaluation of legal obligation by jurisdiction, the Company concluded that any remaining contract liability that exists after 12 to
24 months from transaction date will be deemed breakage. Breakage revenue is recognized only at that point, when the
doctor’s PC in return for a monthly management fee. When the collectabilitylikelihood 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.
patient exercising his or her remaining rights becomes remote.
Royalties.Royalties and Advertising Fund Revenue. The Company collects royalties, as stipulated in the franchise agreement, equal to 7% of gross sales, and a marketing and advertising fee currently equal to 2% of gross sales. Certain franchisees with franchise agreements acquired duringRoyalties, including franchisee contributions to advertising funds, are calculated as a percentage of clinic sales over the formationterm of the Company pay a monthly flat fee. Royaltiesfranchise 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 revenue when earned.franchisee clinic level sales occur. Royalties and marketing and advertising fees are collected bi-monthly two working days after each sales period has ended.
IT Related Income
Franchise Fees. 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 ten 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 no financing to franchisees and offers no 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.
Software Fees. The Company collects a monthly fee from its franchisees for use of its proprietary chiropractic software, computer support, and internet services support. These fees are recognized ratably on a monthlystraight-line basis as servicesover the term of the respective franchise agreement.
Regional Developer Fees. During 2011, 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 2017, 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 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 scannernon-refundable and credit card receipt printer. These fees are recognized as revenue ratably on a straight-line basis over the term of the regional developer agreement, which is considered to begin upon receiptthe execution of equipmentthe 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 franchisee.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 3% 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 3% of sales generated by franchised clinics in their regions are also recognized as franchise cost of revenues as franchisee clinic level sales occur, which is funded by the 7% royalties collected from the franchisees in their regions. Certain regional developer agreements result 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 recognized over the remaining life of the respective franchise agreements.
The Company entered into 2 regional developer agreements for the year ended December 31, 2020 and 1 regional developer agreement for the year ended December 31, 2019 for which it received approximately $0.5 million and $0.3 million, respectively, which was deferred as of the respective transaction dates and will be recognized as revenue ratably on a straight-line basis over the term of the regional developer agreement, which is considered to be upon the execution of the agreement.
Advertising costs are expensed as incurred.advertising and marketing expenses incurred by the Company, primarily through advertising funds. The Company expenses production costs of commercial advertising upon first airing and expenses the costs of communicating the advertising in the period in which the advertising occurs. Advertising expenses were $2,640,853 and $2,292,628, for the years ended December 31, 20172020 and 2016 were $1,397,0762019, respectively.
Income Taxes
Income taxes are accounted for using a balance sheet approach known as the asset and
$2,279,572, respectively. Income Taxes
Deferredliability method. The asset and liability method accounts for deferred income taxes are recognized forby applying the statutory tax rates in effect at the date of the balance sheets to differences between the book basis and the tax 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.liabilities. 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 taxesThe differences relate principally to depreciation of property and equipment and treatment of revenue for franchise fees and regional developer fees collected. Tax positions are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reducereviewed at least quarterly and adjusted as new information becomes available. The recoverability of deferred tax assets tois evaluated by assessing the amountadequacy of future expected totaxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These estimates of future taxable income inherently require significant judgment. To the extent it is considered more likely than not that a deferred tax asset will be realized.
not recovered, a valuation allowance is established.
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 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 50% likelihood of being realized upon ultimate resolution.
Loss The Company has not identified any material uncertain tax positions as of December 31, 2020 and 2019, respectively. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses.
With exceptions due to the generation and utilization of net operating losses or credits, as of December 31, 2020, the Company is no longer subject to federal and state examinations by taxing authorities for tax years before 2017 and 2016, respectively.
Earnings per Common Share
Basic
lossearnings per common share is computed by dividing
the net
lossincome by the weighted-average number of common shares outstanding during the period. Diluted
lossearnings 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 | ) |
| | | | | | | | | | | |
| Year Ended December 31, |
| 2020 | | 2019 |
| Net income | $ | 13,167,314 | | | $ | 3,323,712 | |
| | | |
| Weighted average common shares outstanding - basic | 14,003,708 | | | 13,819,149 | |
| Effect of dilutive securities: | | | |
| Unvested restricted stock and stock options | 579,169 | | | 648,418 | |
| Weighted average common shares outstanding - diluted | 14,582,877 | | | 14,467,567 | |
| | | |
| Basic earnings per share | $ | 0.94 | | | $ | 0.24 | |
| Diluted earnings per share | $ | 0.90 | | | $ | 0.23 | |
The following table summarizes the potential shares of common stock that were
Potentially dilutive securities excluded from
the calculation of diluted net
lossincome per
common share
becauseas the effect
of including these potential shares was anti-dilutive:would be anti-dilutive were as follows: | | | | Year Ended
December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2020 | | 2019 |
| Unvested restricted stock | | | 63,700 | | | | 92,415 | | Unvested restricted stock | 0 | | | 0 | |
| Stock options | | | 1,003,916 | | | | 953,075 | | Stock options | 94,294 | | | 39,286 | |
| 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 pricesthe closing price on the date of the grant and the grant-date fair value of stock options using the Black-Scholes option pricingBlack-Scholes-Merton 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
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.
Forfeitures are estimated based on historical and forecasted turnover, which is approximately 5%.
Retirement Benefit Plan
Employees of the Company are eligible to participate in a defined contribution retirement plan, the Joint Corp. 401(k) Retirement Plan (“401(k) Plan”), under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, employees may contribute their eligible compensation, not to exceed the annual limits set by the IRS. The 401(k) Plan allows the Company to match participants’ contributions in an amount determined at the sole discretion of the Company. The Company matched participants’ contributions for the years ended December 31, 2020 and 2019, up to a maximum of 4% and 2% of the employee’s eligible compensation, respectively. Employer contributions totaled $265,094 and $103,745, for the years ended December 31, 2020 and 2019, respectively.
The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of AmericaGAAP 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,
uncertain tax positions,calculation of ROU assets and liabilities related to leases, realizability of deferred tax assets, impairment of goodwill and intangible assets and purchase price
allocations.Recentallocations and related valuation.
Recently Adopted Accounting
PronouncementsIn May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers,” 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 forGuidance
On January 1, 2020, the Company
on January 1, 2018.In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” to clarify the following two aspects of Topic 606: 1) identifying performance obligations, and 2) 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 2014-09.
In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” to clarify certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no 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 2014-09.
The Company has performed a review of the above revenue standards updates and does not 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 not 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 606 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 606, 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 December 31, 2017 to be implemented on January 1, 2018. The Company estimates the cumulative catch-up adjustment to be recorded to retained earnings as of December 31, 2015 to be an approximately $3.3 million increase to the accumulated deficit as the Company hasearly adopted the full retrospective approach. This is made up of a decrease to franchise fee revenue of approximately $4.5 million, a decrease to regional developer revenue of approximately $0.4 million, and a decrease to franchise cost of revenue of approximately $1.6 million. The Company estimates the adjustment to be recorded to retained earnings as of December 31, 2016 to be an approximately $0.6 million increase to accumulated deficit. This is made up of a decrease to franchise fee revenue of approximately $0.8 million, with a decrease to franchise cost of revenue of approximately $0.2 million. The Company estimates the adjustment to be recorded to retained earnings as of December 31, 2017 to be an approximately $0.2 million increase to accumulated deficit. This is made up of a decrease to franchise fee revenue of approximately $0.3 million, with an offsetting increase to franchise cost of revenue of approximately $0.1 million. The impact to regional developer revenue for the years ended December 31, 2016 and 2017 was not material. No 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 first quarter of 2018.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” 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 December 31, 2018. While the Company has not 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 August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” 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 December 15, 2017. Early adoption is permitted. The Company adopted the standard on January 1, 2018 and does not anticipate this amendment will have a material impact on its consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (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 December 15, 2017, including interim periods within those fiscal years. The Company adopted the standard on January 1, 2018 and does not anticipate this amendment will have a material impact on its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” 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 December 15, 2017, including interim periods within those fiscal years. The Company adopted the standard on January 1, 2018 and does not anticipate this amendment will have a material impact on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, “Intangibles"Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,.” This update simplifies" which eliminates step 2 of the subsequent measurement of goodwill by eliminating “Step 2” from thecurrent goodwill impairment test. This update is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted.test that requires a hypothetical purchase price allocation to measure goodwill impairment. The Company reviewed other newly issued accounting pronouncements and concluded that they either are not applicable to the Company's operations or that no material effect is currently evaluating the impact this standard will haveexpected on the Company's consolidated financial statements upon future adoption.
Note 2: Revenue Disclosures
Company-owned or Managed Clinics
The Company earns revenues from clinics that it owns and
related disclosures.In May 2017,operates or manages throughout the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): ScopeUnited States. Revenues are recognized when services are performed. The Company offers a variety of Modification Accounting,” 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 or in accordance with the Company’s breakage policy as discussed in Note 1, Revenue Recognition.
Franchising Fees, Royalty Fees, Advertising Fund Revenue, and Software Fees
The Company currently franchises its concept across 32 states. The franchise arrangement is documented in the form of a franchise agreement. The franchise arrangement requires the Company to perform various activities to support the brand that do not directly transfer goods and services to the franchisee, but instead represent a single performance obligation, which is the transfer of the franchise license. The intellectual property subject to the franchise license is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company’s past or ongoing activities. The nature of the Company’s promise in granting the franchise license is to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a changefranchisee with access to the terms or conditionsbrand’s symbolic intellectual property over the term of the license. The services provided by the Company are highly interrelated with the franchise license and as such are considered to represent a share-based payment award. single performance obligation.
The ASU provides guidance about which changestransaction 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 allocation of the terms or conditionstransaction price is required.
The Company adoptedrecognizes the standardprimary components of the transaction price as follows:
•Franchise fees are recognized as revenue ratably on January 1, 2018 and does not anticipate this amendment will have a material impact on its consolidated financial statements.
Franchises acquired during 2016
Duringstraight-line basis over the year ended December 31, 2016,term of the Company continued to execute its growth strategy and entered into a series of unrelated transactionsfranchise agreement commencing with existing franchisees to re-acquire an aggregate of six developed franchises and one undeveloped franchise throughout California and New Mexico for an aggregate purchase price of $1,025,000, subject to certain adjustments, consisting of cash of $839,000 and notes payable of $186,000. The Company is operating the six developed franchises as company-owned or managed clinics and has terminated the undeveloped clinic license. At the time these transactions were consummated, the Company carried a deferred revenue balance of $29,000, representing franchise fees collected upon the execution of the franchise agreements,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 deferredadvertising fees based on a percentage of the franchisee's gross sales as defined in the franchise costsagreement. Royalty and advertising revenue are recognized when the franchisee's sales occur. Depending on timing within a fiscal period, the recognition of $1,450,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 an undeveloped franchise.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 require significant judgment as it is based on either the franchise term or the reported sales of the franchisee, none of which require estimation. The Company accountedbelieves its franchising arrangements do not contain a significant financing component.
The Company recognizes advertising fees received under franchise agreements as advertising fund revenue.
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 directly transfer goods and services to the regional developer, but instead represent a single performance obligation, which is the transfer of the development rights to the defined geographic region. The intellectual property subject to the development rights is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company’s past or ongoing activities. The nature of the Company’s promise in granting the development rights is to provide the regional developer with access to the brand’s symbolic intellectual property over the term of the agreement. 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.
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 income statements appropriately reflect the disaggregation of its revenue by major type for the
franchise rights associated with the undeveloped franchise as a cancellation, and the respective deferred revenue and deferred franchise costs were netted against the aggregate purchase price. The remaining $997,450 was accounted for as consideration paid for the acquired franchises.The Company incurred approximately $75,000 of transaction costs related to these acquisitions for the yearyears ended December 31, 2016, which are included in general2020 and administrative expenses2019. Other revenues primarily consist of merchant income associated with credit card transactions.
Rollforward of Contract Liabilities and Contract Assets
Changes in the accompanying consolidated statementsCompany's contract liability for deferred franchise and regional development fees during the years ended December 31, 2020 and 2019 were as follows:
| Property and equipment | | $ | 293,014 | |
| Intangible assets | | | 339,000 | |
| Favorable leases | | | 140,728 | |
| Goodwill | | | 269,780 | |
| Total assets acquired | | | 1,042,522 | |
| Deferred membership revenue | | | (45,072 | ) |
| Net purchase price | | $ | 997,450 | |
| | | | | |
| Deferred Revenue
short and long-term |
| Balance at December 31, 2018 | $ | 13,609,463 | |
| Recognized as revenue during the year ended December 31, 2019 | (2,595,394) | |
| Fees received and deferred during the year ended December 31, 2019 | 4,093,207 | |
| Balance at December 31, 2019 | $ | 15,107,276 | |
| Recognized as revenue during the year ended December 31, 2020 | (2,977,604) | |
| Fees received and deferred during the year ended December 31, 2020 | 4,374,442 | |
| Balance at December 31, 2020 | $ | 16,504,114 | |
Intangible assets
Changes in the
table above consist of reacquiredCompany's contract assets for deferred franchise
rights of $181,000 and
customer relationships of $158,000development costs during the years ended December 31, 2020 and
will be amortized over their estimated useful lives ranging from six to eight years and two years, respectively.Goodwill recorded in connection with these acquisitions was attributable to the workforce of the clinics and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is tax-deductible.
Pro Forma Results of Operations (Unaudited)
2019 were as follows:
| | | | | |
| Deferred Franchise and Development Costs
short and long-term |
| Balance at December 31, 2018 | $ | 3,489,211 | |
| Recognized as cost of revenue during the year ended December 31, 2019 | (811,731) | |
| Costs incurred and deferred during the year ended December 31, 2019 | 1,715,253 | |
| Balance at December 31, 2019 | $ | 4,392,733 | |
| Recognized as cost of revenue during the year ended December 31, 2020 | (850,912) | |
| Costs incurred and deferred during the year ended December 31, 2020 | 1,696,486 | |
| Balance at December 31, 2020 | $ | 5,238,307 | |
The following table
summarizes selected unaudited pro forma condensed consolidated statementsillustrates revenues expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of
operations data for the year ended December 31,
2017 and 2016 as if the acquisitions in 2016 had been completed on January 1, 2016.| | | Pro Forma for the Year Ended |
| | | December 31, 2017 | | December 31, 2016 |
| Revenues, net | | $ | - | | | $ | 20,985,277 | |
| Net loss | | $ | - | | | $ | (15,483,492 | ) |
This selected unaudited pro forma consolidated financial data is included only for the purpose of illustration and does not necessarily indicate what the operating results would have been if the acquisitions had been completed on that date. Moreover, this information is not indicative of what the Company’s future operating results will be. The information for 2016 prior to the acquisitions is included based on prior accounting records maintained by the acquired companies. In some cases, accounting policies differed materially from accounting policies adopted by the Company following the acquisitions. For 2016, this information includes actual data recorded in the Company’s consolidated financial statements for the period subsequent to the date of the acquisitions. The Company’s consolidated statements of operations for the year ended December 31, 2016 includes net revenue and net income of approximately $7.5 million and $0.7 million, respectively, attributable to the acquisitions.
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, 2015, together with the consequential tax impacts.
| | | | | |
| Contract liabilities expected to be recognized in | Amount |
| 2021 | $ | 3,000,369 | |
| 2022 | 2,671,594 | |
| 2023 | 2,369,976 | |
| 2024 | 1,894,088 | |
| 2025 | 1,677,554 | |
| Thereafter | 4,890,533 | |
| Total | $ | 16,504,114 | |
Effective July 2012, the Company sold a company-owned clinic, including the license agreement, equipment, and customer base, in exchange for a $90,000 unsecured promissory note. The note bore interest at 6% per annum for fifty-four months and required monthly principal and interest payments over forty-two months, beginning on August 2013. The note matured in January 2017 and was paid in full upon maturity.
Effective July 2015, the Company entered into two license transfer agreements, in exchange for $10,000 and $29,925 in separate unsecured promissory notes. The non-interest-bearing notes require monthly principal payments over 24 months, beginning on September 1, 2015. The note was settled in full in 2017.
Effective May 2016, the Company entered into three license transfer agreements, in exchange for three separate $7,500 unsecured promissory notes. The non-interest-bearing notes require monthly principal payments over six months, beginning on May 1, 2017. The note matured in October 2017 and was paid in full upon maturity.
Note 3: Notes Receivable
Effective April 29, 2017, the Company entered into a regional developer agreement for certain territories in the state of Florida in exchange for $320,000, of which $187,000 was funded through a promissory note. The note
bearsbore interest at 10% per annum for 42 months and
requiresrequired monthly principal and interest payments over 36 months,
beginningwhich began on November 1, 2017 and
maturingmatured on October 1, 2020. The note
iswas secured by the regional developer rights in the respective territory.
Effective August 31, 2017, the Company entered into a regional developer agreement for certain territories in Maryland/Washington DC in exchange for $220,000, of which $117,475 was funded through a promissory note. The note bearsbore interest at 10% per annum for 36 months and requiresrequired monthly principal and interest payments over 36 months, beginning which began on
September 1, 2017 and
maturingmatured on August 1, 2020. The note
iswas secured by the regional developer rights in the respective territory.
Effective September 22, 2017, the Company entered into a regional developer and asset purchase agreement for certain territories in Minnesota in exchange for $228,293, of which $119,147 was funded through a promissory note. The note bears interest at 10% per annum for 36 months and requires monthly principal and interest payments over 36 months, beginning October 1, 2017 and maturing on September 1, 2020. The note is secured by the regional developer rights in the respective territory.
Effective October 10, 2017, the Company entered into a regional developer agreement for certain territories in Texas, Oklahoma and Arkansas in exchange for $170,000, of which $135,688 was funded through a promissory note. The note bore interest at 10% per annum for 3 years, required monthly principal and interest payments over 3 years, and matured on October 24, 2020. The note was secured by the regional developer rights in the territory.
Effective April 26, 2019, the Company entered into a promissory note valued at $31,086. The note bears interest at 10%0% per annum for 36 months and requires monthly principal and interest payments over 36 months, beginning September 24, 2017May 15, 2019 and maturing on October 24, 2020. May 15, 2022.
The
note is secured by the regional developer rights in the respective territory.Thenet outstanding balancebalances of the notes as of December 31, 20172020, and 20162019 were $523,785$18,686 and $40,826,$155,810, respectively.
Allowance reserve on the outstanding notes as of December 31, 2020 and 2019 were $18,686 and $27,086, respectively. Maturities of notes receivable as of December 31, 2020 are as follows:Note 4: | | Property and Equipment |
| | | | | |
| 2021 | $ | 9,600 | |
| 2022 | 9,086 | |
| Total | $ | 18,686 | |
Note 4: Property and Equipment
Property and equipment consist of the following:
| | | | December 31,
2017 | | December 31,
2016 | | December 31, |
| | | | | | | 2020 | | 2019 |
| Office and computer equipment | | $ | 1,137,970 | | | $ | 1,083,039 | | Office and computer equipment | $ | 2,194,348 | | | $ | 1,594,364 | |
| Leasehold improvements | | | 5,117,379 | | | | 5,085,366 | | Leasehold improvements | 8,391,675 | | | 7,154,156 | |
| Software developed | | | 1,066,454 | | | | 891,192 | | Software developed | 1,193,007 | | | 1,193,007 | |
| Finance lease assets | | Finance lease assets | 282,027 | | | 80,604 | |
| | | | 7,321,803 | | | | 7,059,597 | | | 12,061,057 | | | 10,022,131 | |
| Accumulated depreciation | | | (3,928,349 | ) | | | (2,566,172 | ) | |
| Accumulated depreciation and amortization | | Accumulated depreciation and amortization | (6,890,837) | | | (5,671,366) | |
| | | | 3,393,454 | | | | 4,493,425 | | | 5,170,220 | | | 4,350,765 | |
| Construction in progress | | | 407,012 | | | | 231,281 | | Construction in progress | 3,577,149 | | | 2,230,823 | |
| | | $ | 3,800,466 | | | $ | 4,724,706 | | |
| Property and Equipment, net | | Property and Equipment, net | $ | 8,747,369 | | | $ | 6,581,588 | |
Depreciation expense was
$1,438,443$1,212,683 and
$1,818,403$823,679 for the years ended December 31,
20172020 and
2016,2019, respectively.
In
Amortization expense related to finance lease assets was $67,874 and $24,675 for the years ended December 2016,31, 2020 and 2019, respectively.
Construction in progress at December 31, 2020 and 2019 principally relate to development costs for a software to be used by clinics for operations and by the Company determined that 14 clinics from its Corporate Clinics segment metfor the criteria for classification as held for sale. Accordingly, in December 2016, the Company recognized a $2.4 million impairment charge to lower the carrying costsmanagement of the property and equipment to its estimated fair value less cost to sell which was recorded in the loss on disposition or impairment line of the 2016 consolidated statement of operations. The Company completed the sale of the property in the first quarter of 2017 for nominal consideration.
Note 5: | | Fair Value Consideration |
Note 5: Fair Value Consideration
The Company’s financial instruments include cash, restricted cash, accounts receivable, notes receivable, accounts payable, accrued expenses and
notesloan payable. The carrying amounts of its financial instruments approximate their fair value due to their short maturities.
The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks.
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 levels based on reliability of the inputs as follows:
| 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 1: Observable inputs such as quoted prices in active markets; | Level 3: | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
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 market data, which require the reporting entity to develop its own assumptions.
As of December 31,
20172020, and
2016,2019, the Company
doesdid not have any financial instruments that are measured on a recurring basis as Level 1, 2 or 3.
As
The intangible assets resulting from the acquisitions were recorded at estimated fair value on a non-recurring basis and are considered Level 3 within the fair value hierarchy.
Note 6: Intangible Assets and Goodwill
On November 30, 2020, the Company entered into an Asset and Franchise Purchase Agreement under which the Company repurchased from the seller one operating franchise in Scottsdale, Arizona. The Company operates the franchise as a company-managed clinic. The total purchase price for the transaction was $534,000. The majority of the purchase price consideration was allocated to customer relationship and goodwill, which were assigned fair values of $96,000 and $475,143, respectively.
On December 31, 2016, the Company had non-recurring fair value measurements. As a result of the sale of certain clinics subsequent to year end, the Company recorded the assets at the lesser of their carrying values and their fair value less costs to sell, which resulted in a write-down of approximately $3.5 million. The inputs used to determine such fair values were based on the offer price provided by a third-party in connection with the sale, and are classified within Level 3 in the hierarchy.
On January 1, 2016,2020, the Company entered into an agreement under which it repurchased the regional development rightsright to develop franchises in San Bernardino and Riverside Countiesvarious counties in California.North Carolina. The total consideration for the transaction was $275,000, paid in cash.$1,039,500. The Company carried a deferred revenue balance associated with these transactionsthis transaction of $36,250,$36,781, representing the unrecognized portion of the license feesfee collected upon the execution of the regional developer agreements.agreement. The Company accounted for the termination of development rights associated with the unsold or undeveloped franchises as a cancellation, and the respectiveassociated deferred revenue was netted against the aggregate purchase price or recognized as revenue to the extent deferred revenue was in excess of the cash consideration paid.
On June 1, 2016, the Company entered into an agreement under which it repurchased the regional development rights to develop franchises in Virginia. The total consideration for the transaction was $50,000, paid in cash.The Company carried a deferred revenue balance associated with these transactions of $188,500, representing license fees collected upon the execution of the regional developer agreements. The Company accounted for the development rights associated with the unsold or undeveloped franchises as a cancellation, and the respective deferred revenue was netted against the aggregate purchase price or recognized as revenue to the extent deferred revenue was in excess of the cash consideration paid.
price.
Intangible assets consisted of the following:
| | | As of December 31, 2017 | | | | | | | | | | | | | | | |
| | | Gross Carrying
Amount | | Accumulated
Amortization | | Net Carrying
Value | | December 31, 2020 |
| Amortized intangible assets: | | | | | | | | | | | | | |
| | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Value |
| Intangible assets subject to amortization: | | Intangible assets subject to amortization: | | | | | |
| Reacquired franchise rights | | $ | 1,673,000 | | | $ | 657,943 | | | $ | 1,015,057 | | Reacquired franchise rights | $ | 3,246,894 | | | $ | 2,107,730 | | | $ | 1,139,164 | |
| Customer relationships | | | 701,000 | | | | 674,667 | | | | 26,333 | | Customer relationships | 1,351,975 | | | 1,130,800 | | | 221,175 | |
| Reacquired development rights | | | 1,162,000 | | | | 443,348 | | | | 718,652 | | Reacquired development rights | 3,053,201 | | | 1,548,534 | | | 1,504,667 | |
| | | $ | 3,536,000 | | | $ | 1,775,958 | | | $ | 1,760,042 | | | $ | 7,652,070 | | | $ | 4,787,064 | | | $ | 2,865,006 | |
| | | As of December 31, 2016 |
| | | Gross Carrying
Amount | | Accumulated
Amortization | | Net Carrying
Value |
| Amortized intangible assets: | | | | | | | | | | | | |
| Reacquired franchise rights | | $ | 1,673,000 | | | $ | 410,688 | | | $ | 1,262,312 | |
| Customer relationships | | | 701,000 | | | | 509,042 | | | | 191,958 | |
| Reacquired development rights | | | 1,162,000 | | | | 277,348 | | | | 884,652 | |
| | | $ | 3,536,000 | | | $ | 1,197,078 | | | $ | 2,338,922 | |
| | | | | | | | | | | | | | | | | |
| December 31, 2019 |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Value |
| Intangible assets subject to amortization: | | | | | |
| Reacquired franchise rights | $ | 3,246,494 | | | $ | 1,400,086 | | | $ | 1,846,408 | |
| Customer relationships | 1,255,975 | | | 865,478 | | | 390,497 | |
| Reacquired development rights | 2,050,481 | | | 1,067,595 | | | 982,886 | |
| $ | 6,552,950 | | | $ | 3,333,159 | | | $ | 3,219,791 | |
Amortization expense
related to the Company’s intangible assets was
$578,880$1,453,905 and
$747,733$1,050,903 for the
yearyears ended December 31,
20172020 and
2016,2019, respectively.
The Company evaluates the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. The Company recorded an impairment charge as a result of the closure of a clinic acquired in 2015 of $38,185 related to certain reacquired franchise rights and customer relationships during the year ended December 31, 2016 which is included on the loss on disposition or impairment line of the statement of consolidated operations. No impairment was recorded for the year ended December 31, 2017.
Estimated amortization expense for 20182021 and subsequent years is as follows:
| 2018 | | $ | 439,590 | |
| 2019 | | | 413,256 | |
| 2020 | | | 413,256 | |
| 2021 | | | 348,034 | |
| 2022 | | | 133,693 | |
| Thereafter | | | 12,213 | |
| Total | | $ | 1,760,042 | |
| | | | | |
| 2021 | $ | 1,713,819 | |
| 2022 | 1,040,666 | |
| 2023 | 90,521 | |
| 2024 | 20,000 | |
| |
| |
| Total | $ | 2,865,006 | |
The changes in the carrying amount of goodwill were as follows:
Note 7: | | DebtCorporate Clinic Segment |
| | |
| | |
| Balance as of December 31, 2019 | | |
| Goodwill, gross | | $ | 4,205,455 | |
| Accumulated impairment losses | | (54,994) | |
| Goodwill, net | | 4,150,461 | |
| 2020 acquisition | | 475,143 | |
| Balance as of December 31, 2020 | | |
| Goodwill, gross | | 4,680,598 |
| Accumulated impairment losses | | (54,994) | |
| Goodwill, net | | $ | 4,625,604 | |
Notes Payable
During 2015, the Company issued 12 notes payable totaling $800,350 as a portion of the consideration paid in connection with the Company’s various acquisitions. Interest rates range from 1.5% to 5.25% with maturities through
Note 7: Debt
Credit Agreement
On February
of 2017.During 2016, the Company issued two notes payable totaling $186,000 as a portion of the consideration paid in connection with the Company’s various acquisitions. Interest rates for both notes are 4.25% with maturities through May of 2017. The outstanding note will be paid upon execution of a final settlement and release agreement between the parties.
Maturities of notes payable are as follows as of December 31, 2017:
| 2018 | | $ | 100,000 | |
| Thereafter | | | - | |
| Total | | $ | 100,000 | |
Credit and Security Agreement
On January 3, 2017,28, 2020, the Company entered into a Credit and Security Agreement (the “Credit Agreement”), with JPMorgan Chase Bank, N.A., individually, and signedas Administrative Agent and Issuing Bank (“JPMorgan Chase” or the “Lender”). The Credit Agreement provides for senior secured credit facilities (the “Credit Facilities”) in the amount of $7,500,000, including a revolving$2,000,000 revolver (the “Revolver”) and $5,500,000 development line of credit note(the “Line of Credit”). The Revolver includes amounts available for letters of credit of up to $1,000,000 and an uncommitted additional amount of $2,500,000. All outstanding principal and interest on the Revolver are due on February 28, 2022. Principal and interest outstanding on the Line of Credit at the end of the first year are converted to a term loan payable in 36 monthly payments with a final maturity date of March 31, 2024. Principal amounts on the Line of Credit borrowed during the second year plus interest thereon which are outstanding at the end of the second year are converted to the lender. Undera second term loan payable in 36 monthly payments with a final maturity date of March 31, 2025. Borrowings under the Credit Agreement, the Company is able to borrow up to an aggregate of $5,000,000 under revolving loans. Interest on the unpaid outstanding principal amount of any revolving loans isFacilities bear interest at a rate equal to 10% per annum, provided thatan applicable margin, which is a one-, three- or six-month reserve adjusted Eurocurrency rate plus 2.00% or, at the minimum amountelection of interest paid in the aggregate on all revolving loans granted overCompany, an alternative base rate, plus 1.00%. The alternative base rate is the termgreatest of the prime rate, the Federal Reserve Bank of New York rate plus 0.50% and the one-month reserve adjusted Eurocurrency plus 1.00%. Unused portions of the Credit AgreementFacilities bear interest at a rate equal to 0.25% per annum. If the current Eurocurrency rate is $200,000. Interest is dueno longer available or representative, the loan agreement provides a mechanism for replacing that benchmark rate. The Credit Facilities are pre-payable at any time without penalty, other than customary breakage fees, and payable on the last day of each fiscal quarter in an amount determinedany voluntary repayments made by the Company would reduce the future required repayment amounts.
The Credit Facilities contain customary events of default, including but not less than $25,000.limited to nonpayment; material inaccuracy of
representations and warranties; violations of covenants; certain bankruptcies and liquidations; cross-default to material indebtedness; certain material judgments; and certain fundamental changes such as a merger or sale of substantially all assets (as further defined in the Credit Facilities). The lender’s lending commitmentsCredit Facilities require the Company to comply with customary affirmative, negative and financial covenants, including minimum interest coverage and maximum net leverage. A breach of any of these
operating or financial covenants would result in a default under the Credit Agreement terminate in December 2019, unless sooner terminated in accordanceFacilities. If an event of default occurs and is continuing, the lenders could elect to declare all amounts then outstanding, together with the provisionsaccrued interest, to be immediately due and payable. The Credit Facilities are collateralized by substantially all of the Credit Agreement. The Credit Agreement is collateralized byCompany’s assets, including the assets in the Company’s company-owned or managed clinics. The Company is usingintends to use the credit facilityRevolver for general working capital needs.needs and the Line of Credit for acquiring and developing new chiropractic clinics.
On March 18, 2020, the Company drew down $2,000,000 under the Revolver as a precautionary measure in order to further strengthen its cash position and provide financial flexibility in light of the uncertainty in the global markets resulting from the COVID-19 pandemic. As of December 31, 2017,2020, the Company had drawn $1,000,000 of the $5,000,000 availablewas in compliance with all applicable financial and non-financial covenants under the Credit Agreement.
Paycheck Protection Program Loan Stock Options
On May 15, 2014,April 10, 2020, the Company adoptedreceived a loan in the amount of approximately $2.7 million from JPMorgan Chase Bank, N.A. (the “Loan”), pursuant to the Paycheck Protection Program (the “PPP”) administered by the United States Small Business Administration. The PPP is part of the Coronavirus Aid, Relief, and Economic Security Act, which provides for forgiveness of up to the full principal amount and accrued interest of qualifying loans guaranteed under the PPP.
The Loan was granted pursuant to a Note dated April 9, 2020 issued by the Company. The Note matures on April 11, 2022 and bears interest at a rate of 0.98% per annum. Principal and accrued interest are payable monthly in equal installments through the maturity date, commencing on November 9, 2020, unless forgiven. However, all PPP loans in excess of $2 million are subject to review by SBA for compliance with program requirements set forth in the PPP Interim Final Rules and in the Borrower Application Form. The Note may be prepaid at any time prior to maturity with no prepayment penalties.
Note 8: Stock-Based Compensation
The Company grants stock-based awards under its 2014 Incentive Stock Plan (“2014(the “2014 Plan”) and the 2012 Stock Plan (the “2012 Plan”). The 2014 Plan is designed to supersede and replacereplaced the 2012 Plan, effectivebut the 2012 plan remains in effect for the administration of awards made prior to its replacement by the 2014 Plan. The shares issued as a result of stock-based compensation transactions generally have been funded with the adoption date and set aside 1,513,000issuance of new shares of the Company’s common stock.
The Company may grant the following types of incentive awards under the 2014 Plan: (i) non-qualified stock
that may beoptions; (ii) incentive stock options; (iii) stock appreciation rights; (iv) restricted stock; and (v) restricted stock units. Each award granted under the 2014
Plan.DuringPlan is subject to an award agreement that incorporates, as applicable, the year ended December 31, 2016,exercise price, the Companyterm of the award, the periods of restriction, the number of shares to which the award pertains, and such other terms and conditions as the plan committee determines. Awards granted 660,000 stock options to employees with exercise prices ranging from $2.23 - $4.11.
Duringunder the year ended December 31, 2017,2014 Plan are classified as equity awards, which are recorded in stockholders’ equity in the Company granted 295,286 stock options to employees with exercise prices ranging from $2.65 - $5.51.
Company’s consolidated balance sheets.
Stock Options
The Company’s
stock tradingclosing price
on the date of grant 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 uponthe Company historically relied on the volatilities from
publicly tradedpublicly-traded companies with similar business models
untilas its common stock
has accumulatedlacked enough trading history for it to utilize its own historical volatility.
We useEffective July 1, 2019, the Company uses available historical volatility of the Company’s common stock over a period of time corresponding to the expected stock option term. The Company uses the simplified method
as to calculate the expected term of stock option grants to employees as
we dothe Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term of stock options granted to employees. Accordingly, the expected life of the options granted is based on the average of the vesting term,
which is generally four years and the contractual term,
which is generally ten years. The Company will continue to evaluate the appropriateness of
the option.utilizing such method. The risk-free
interest rate
for periods within the expected life of the option is based on
the U.S.United States Treasury
10-year yield curveyields in effect at the date of
grant for periods corresponding to the
grant. expected stock option term.
The Company has computed the fair value of all options granted
using the Black-Scholes-Merton model during the years ended December 31,
20172020 and
2016,2019, using the following assumptions:
| | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2020 | | 2019 |
| Expected volatility | | | 42% | | | 42% | - | 45% | Expected volatility | 53% to 58% | | 35% to 55% |
| Expected dividends | | | None | | | | None | | Expected dividends | None | | None |
| Expected term (years) | | 5.5 | - | 7 | | | 7 | | Expected term (years) | 7 | | 7 |
| Risk-free rate | | 1.98% | to | 2.20% | | 1.19% | - | 1.68% | Risk-free rate | 0.42% to 1.65% | | 1.89% to 2.61% |
| Forfeiture rate | | | 20% | | | | 20% | | |
The information below summarizes the stock options:
| | | Number of
Shares | | Weighted
Average
Exercise
Price | | Weighted
Average
Fair
Value | | Weighted
Average
Remaining
Contractual Life |
| Outstanding at December 31, 2015 | | | 477,459 | | | $ | 4.30 | | | $ | 2.01 | | | | 8.7 | |
| Granted at market price | | | 660,000 | | | | 3.22 | | | | | | | | | |
| Exercised | | | (37,824 | ) | | | 1.88 | | | | | | | | | |
| Cancelled | | | (146,560 | ) | | | 4.34 | | | | | | | | | |
| 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 | |
| Exercisable at December 31, 2017 | | | 287,230 | | | $ | 5.37 | | | $ | 2.38 | | | | 7.4 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of
Shares | | Weighted
Average
Exercise
Price | | Weighted
Average
Remaining
Contractual Life | | Aggregate Intrinsic Value |
| Outstanding at December 31, 2018 | 986,691 | | | $ | 4.72 | | | 6.8 | | |
| Granted at market price | 65,759 | | | 12.31 | | | | | |
| Exercised | (103,205) | | | 5.28 | | | | | $ | 1,236,099 | |
| Cancelled | 0 | | | 0 | | | | | |
| Outstanding at December 31, 2019 | 949,245 | | | $ | 5.19 | | | 6.5 | | |
| Granted at market price | 111,158 | | | 14.76 | | | | | |
| Exercised | (224,802) | | | 4.49 | | | | | $ | 3,234,018 | |
| Cancelled | 0 | | | 0 | | | | | |
| Outstanding at December 31, 2020 | 835,601 | | | $ | 6.65 | | | 6.6 | | $ | 16,153,117 | |
| Exercisable at December 31, 2020 | 570,724 | | | $ | 4.64 | | | 5.8 | | $ | 12,334,489 | |
The
intrinsicweighted-average grant-date fair value of the
Company’sCompany's stock options
outstandinggranted during 2020 and 2019 was
$1,306,260 at December 31, 2017.$7.88 and $5.21, respectively.
The aggregate fair value of the Company's stock options vested during 2020 and 2019 was $427,263 and $388,672, respectively.
The Company recognizes compensation costs ratably over the period of service using the straight-line method. Forfeitures are estimated based on historical and forecasted turnover, which is approximately 5%. For the years ended December 31, 20172020 and 2016,2019, stock-based compensation expense for stock options was $380,067$517,431 and $561,559,$418,301, respectively.
Unrecognized stock-based compensation expense for stock options
for the year endedas of December 31,
20172020 was
$840,826,$1,087,732, which is expected to be recognized ratably over the next 2.7 years.
Restricted Stock
During 2016, the Company granted restricted
Restricted stock awards
granted to
seven members of the Board of Directors. Theemployees generally vest in 4 equal annual installments. Restricted stock awards
have been granted
under The Joint Corp. 2014 Incentive Stock Plan pursuant to
the Director Compensation Policy of the Company. The awards shallnon-employee directors vest on the earlier of (i) one year from the
Grant Dategrant date and (ii) the date of the next annual meeting of the shareholders of the Company occurring after the
Grant Date, for each to earn 12,345 shares of common stock. The estimated fair market value of these shares was valued at $3.10 per share, based on the Company’s stock trading price, totaling approximately $268,000 to be recognized ratably as the stock is vested. During 2017, the Company granted restricted stock awards to six members of the Board of Directors. The awards have been granted under The Joint Corp. 2014 Incentive Stock Plan pursuant to the Director Compensation Policy of the Company. The awards shall vest on the earlier of (i) one year from the Grant Date and (ii) the date of the next annual meeting of the shareholders of the Company occurring after the Grant Date, for each to earn 9,950 shares of common stock. The estimated fair market value of these shares was valued at $4.02 per share, based on the Company’s stock trading price, totaling approximately $240,000 to be recognized ratably as the stock is vested.
grant.
The information below summaries the restricted stock activity:
Restricted Stock Awards | | Shares |
Outstanding at December 31, 2015 | | | 339,288 | |
Awards granted | | | 86,415 | |
Awards vested | | | (162,440 | ) |
Awards forfeited | | | (170,848 | ) |
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 | |
| | | | | | | | | | | |
| Restricted Stock Awards | Shares | | Weighted Average Grant-Date Fair Value per Award |
| Non-vested at December 31, 2019 | 38,976 | | | $ | 12.31 | |
| Granted | 28,680 | | | 14.92 | |
| Vested | (22,061) | | | 13.99 | |
| Cancelled | 0 | | | 0 | |
| Non-vested at December 31, 2020 | 45,595 | | | $ | 13.13 | |
For the years ended December 31,
20172020 and
2016,2019, stock-based compensation expense for restricted stock
awards was
$214,304$368,544 and
$561,922,$302,350, respectively. Unrecognized stock-based compensation expense for restricted stock awards as of December 31,
20172020 was
$143,240$380,339 to be recognized ratably over
0.7two years.
Modifications
During the year ended December 31, 2016, the Company accelerated the vesting of all unvested stock options and restricted stock awards granted to the Company’s former chief development officer in connection with his separation from the Company. In addition, the Company modified the post-employment exercise period of the stock options previously granted, extending the exercise period to December 31, 2017.
During the year ended December 31, 2016, the Company modified the post-employment exercise period of stock options previously granted to the Company’s former chief executive officer in connection with his separation from the Company. The modification extended the exercise period to May 13, 2020. In addition, the Company accelerated the vesting of 9,733 shares of the previously granted restricted stock awards that were scheduled to vest in July 2016. The remaining unvested restricted stock awards were forfeited upon separation.
These modifications resulted in an approximately $412,000 increase in stock-based compensation for the year ended December 31, 2016.
Treasury Stock
In December 2013, the Company exercised its right of first refusal under the terms of a Stockholders Agreement dated March 10, 2010 to repurchase 534,000 shares of the Company’s common stock. The shares were purchased for $0.45 per share or $240,000 in cash along with the issuance of an option to repurchase the 534,000 shares. The repurchased shares were recorded as treasury stock, at cost in the amount of $791,638. The option is classified in equity as it is considered indexed to the Company’s stock and meets the criteria for classification in equity. The option was granted to the seller for a term of 8 years. The option contained the following exercise prices:
| 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 per share option for a total fair value of $551,638. The option was valued using the Binomial Lattice-Based valuation methodology because that model embodies all of the relevant assumptions that address the features underlying the instrument.
During December 2016, the option holder partially exercised the call option and purchased 250,872 shares at a total repurchase price of $210,000. The Company reduced the cost of treasury shares by approximately $113,000 related to the transaction, reduced the value of the option by approximately $259,000, and reduced additional paid-in-capital by approximately $162,000.
During September 2017, the option holder exercised the remainder of the call option and purchased 283,128 shares at a total repurchase price of $292,671. The Company reduced the cost of treasury shares by approximately $127,000 related to the transaction, reduced the value of the option by approximately $292,000, and reduced additional paid-in-capital by approximately $127,000.
Warrants
In conjunction with the IPO, the Company issued warrants to the underwriters for the purchase of 90,000 shares of common stock, which can be exercised between November 10, 2015 and November 10, 2018 at an exercise price of $8.125 per share. The fair value of the warrants was determined using the Black-Scholes option valuation model. The warrants expire on November 10, 2018 and have a remaining contractual life of .9 years as of December 31, 2017.
The information below summarizes the warrants:
| | | Number of
Units | | Weighted
Average
Exercise Price | | Weighted
Average
Remaining
Contractual Term (in years) | | Intrinsic
Value |
| Outstanding at December 31, 2015 | | | 90,000 | | | $ | 8.13 | | | | 2.9 | | | $ | - | |
| | | | | | | | | | | | | | | | | |
| Granted | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2016 | | | 90,000 | | | $ | 8.13 | | | | 1.9 | | | $ | - | |
| | | | | | | | | | | | | | | | | |
| Granted | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2017 | | | 90,000 | | | $ | 8.13 | | | | 0.9 | | | $ | - | |
| | | | | | | | | | | | | | | | | |
| Exercisable at December 31, 2017 | | | 90,000 | | | $ | 8.13 | | | | 0.9 | | | $ | - | |
Issuance of Common Stock for Legal Settlement
During December 2016, the Company entered into a settlement agreement, whereby it resolved a pending litigation matter. Under the terms of the settlement agreement, the Company agreed to a one-time settlement amount comprised of cash and newly issued shares of its common stock. The amounts paid by the Company in this settlement was determined by the Company not to be material. The fair value of the total consideration related to common stock was valued using the closing price of our common stock on the settlement date.
Note 9: Income Taxes
Income tax (benefit) provision reported in the consolidated income statements of operations is comprised of the following (in hundreds):
| | | December 31, |
| | | 2017 | | 2016 |
| Current provision: | | | | | | | | |
| Federal | | $ | - | | | $ | 22,800 | |
| State, net of state tax credits | | | 20,100 | | | | 20,900 | |
| Total current provision | | | 20,100 | | | | 43,700 | |
| | | | | | | | | |
| Deferred provision: | | | | | | | | |
| Federal | | | 13,800 | | | | 97,400 | |
| State | | | 2,000 | | | | 23,300 | |
| Total deferred provision | | | 15,800 | | | | 120,700 | |
| | | | | | | | | |
| Total income tax provision | | $ | 35,900 | | | $ | 164,400 | |
| | | | | | | | | | | |
| December 31, |
| 2020 | | 2019 |
| Current provision: | | | |
| Federal | $ | 0 | | | $ | 0 | |
| State, net of state tax credits | 342,832 | | | 47,133 | |
| Total current provision | 342,832 | | | 47,133 | |
| Deferred (benefit) provision: | | | |
| Federal | (6,074,433) | | | 652 | |
| State | (2,023,061) | | | 921 | |
| Total deferred (benefit) provision | (8,097,494) | | | 1,573 | |
| Total income tax (benefit) provision | $ | (7,754,662) | | | $ | 48,706 | |
The following are the components of the Company’s
net deferred
taxestax assets (liabilities) for federal and state income
taxes (in hundreds):taxes:| | | December 31, | | | | | | | | | | |
| | | 2017 | | 2016 | | December 31, |
| | | | | | | 2020 | | 2019 |
| Deferred income tax assets: | | Deferred income tax assets: | |
| Accrued expenses | | Accrued expenses | $ | 697,411 | | | $ | 515,802 | |
| Deferred revenue | | $ | 756,900 | | | $ | 1,509,400 | | Deferred revenue | 5,109,283 | | | 4,435,474 | |
| Deferred franchise costs | | | (281,000 | ) | | | (553,900 | ) | |
| Allowance for doubtful accounts | | | - | | | | 51,400 | | |
| Accrued expenses | | | 45,300 | | | | 57,400 | | |
| Goodwill - component 1 | | | (136,500 | ) | | | (120,700 | ) | |
| Lease liability | | Lease liability | 3,696,955 | | | 3,782,796 | |
| Goodwill - component 2 | | | 55,500 | | | | 86,800 | | Goodwill - component 2 | 51,536 | | | 55,302 | |
| Restricted stock compensation | | | (17,900 | ) | | | (30,800 | ) | Restricted stock compensation | 0 | | | 3,888 | |
| Nonqualified stock options | | | 152,900 | | | | 182,100 | | Nonqualified stock options | 249,127 | | | 198,884 | |
| Deferred rent | | | 257,100 | | | | 629,600 | | |
| Lease abandonment | | | 80,600 | | | | 108,900 | | |
| Net operating loss carryforwards | | | 7,061,300 | | | | 8,924,800 | | Net operating loss carryforwards | 2,083,643 | | | 3,585,723 | |
| Tax credits | | | 14,000 | | | | 14,000 | | Tax credits | 35,850 | | | 33,767 | |
| Charitable contribution carryover | | | 5,200 | | | | 6,500 | | |
| Asset basis difference related to property and equipment | | | 377,800 | | | | 201,300 | | Asset basis difference related to property and equipment | 0 | | | 213,971 | |
| Intangibles | | | 368,100 | | | | 429,600 | | Intangibles | 890,440 | | | 595,814 | |
| | | | 8,739,300 | | | | 11,496,400 | | |
| Less valuation allowance | | | (8,875,800 | ) | | | (11,617,100 | ) | |
| Net non-current deferred tax liability | | $ | (136,500 | ) | | $ | (120,700 | ) | |
| Total deferred income tax assets | | Total deferred income tax assets | 12,814,245 | | | 13,421,421 | |
| Deferred income tax liabilities: | | Deferred income tax liabilities: | |
| Lease right-of-use asset | | Lease right-of-use asset | (3,153,951) | | | (3,267,892) | |
| Deferred franchise costs | | Deferred franchise costs | (291,915) | | | (406,522) | |
| Goodwill - component 1 | | Goodwill - component 1 | (321,967) | | | (245,446) | |
| Asset basis difference related to property and equipment | | Asset basis difference related to property and equipment | (256,487) | | | 0 | |
| Restricted stock compensation | | Restricted stock compensation | (68,703) | | | 0 | |
| Total deferred income tax liabilities | | Total deferred income tax liabilities | (4,093,023) | | | (3,919,860) | |
| Valuation allowance | | Valuation allowance | (713,589) | | | (9,591,424) | |
| Net deferred tax asset (liability) | | Net deferred tax asset (liability) | $ | 8,007,633 | | | $ | (89,863) | |
The 2017 Tax Act was signed into law on December 22, 2017. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 34% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. The Company has not completed its determination of the accounting implications of the 2017 Tax Act on its accruals. However, it has reasonably estimated the effects of the 2017 Tax Act and recorded a provisional tax expense in its financial statements as
As of December 31, 20172019, the Company maintained a valuation allowance of approximately $3.9 million. This amount is a remeasurement of federal net$9.6 million against its deferred tax assets because there was insufficient positive evidence to overcome the existing negative evidence such that it was not more likely than not that the deferred tax assets were realizable. While the Company reported pre-tax income for the year ended December
31, 2019 and 2018, the Company continued to maintain the valuation allowance through the third quarter of 2020 due to the lack of sustained profitability over the three-year period. As of December 31, 2020, The Joint Corp., without the VIE, reported another pre-tax income for the year, resulting
fromin a cumulative three-year pre-tax profit. After weighing all the
permanent reduction inevidence, management determined that it was more likely than not that the deferred tax assets were realizable and, therefore, the valuation allowance was no longer required for The Joint Corp. As a result, the Company released the valuation allowance against all of the U.S.
statutory corporatefederal and state deferred tax
rateassets during the fourth quarter of 2020 related to
21% from 34%. AsThe Joint Corp., without the VIE. Accordingly, the Company
completesrecorded a $8.9 million income tax benefit for the year ended December 31, 2020 for the reversal of its
analysis of the 2017 Tax Act, collects and prepares necessary data, and interprets any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, it may make adjustments to the provisional amounts.deferred tax valuation allowance.
At December 31,
2017,2020, The Joint Corp., without the
Company hasVIE, had federal and state net operating losses of approximately
$26,527,000$7.7 million and
$32,030,000$9.8 million, respectively. These net operating losses are available to offset future taxable income and will begin to expire in
20352036 for federal purposes and 2025 for state purposes.
The Joint Corp. has research and development credits of $14,229 that will begin to expire in 2031 and $21,621 California alternative minimum tax credits that do not expire. The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net loss,income, compared to the income tax (benefit) provision in the consolidated statement of operations (in hundreds):
income statements:| | | For the Years Ended December 31, |
| | | 2017 | | 2016 |
| | | Amount | | Percent | | Amount | | Percent |
| Expected federal tax benefit | | $ | (1,100,000 | ) | | | (34.00 | )% | | $ | (5,106,100 | ) | | | (34.00 | )% |
| State tax provision, net of federal benefit | | | (140,200 | ) | | | (4.33 | ) | | | (735,500 | ) | | | (4.90 | ) |
| Effect of (decrease) increase in valuation allowance | | | (2,741,300 | ) | | | (84.73 | ) | | | 6,042,900 | | | | 40.24 | |
| Other permanent differences | | | 16,700 | | | | 0.52 | | | | 108,800 | | | | 0.72 | |
| Stock Compensation | | | (131,900 | ) | | | (4.08 | ) | | | - | | | | - | |
| Impact of enacted tax reform | | | 3,946,100 | | | | 121.97 | | | | - | | | | - | |
| State deferred tax true up | | | 185,000 | | | | 5.72 | | | | - | | | | - | |
| Other, net | | | 1,500 | | | | 0.05 | | | | (145,700 | ) | | | (0.97 | ) |
| Provision | | $ | 35,900 | | | | 1.11 | % | | $ | 164,400 | | | | 1.09 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the Years Ended December 31, |
| | 2020 | | 2019 |
| | Amount | | Percent | | Amount | | Percent |
| Expected federal tax expense | $ | 1,136,657 | | | 21.0 | % | | $ | 731,503 | | | 21.0 | % |
| State tax provision, net of federal benefit | 277,401 | | | 5.1 | % | | 315,805 | | | 9.1 | % |
| Change in valuation allowance | (8,877,736) | | | (164.0) | % | | (810,190) | | | (23.3) | % |
| Other permanent differences | 123,913 | | | 2.3 | % | | 41,711 | | | 1.2 | % |
| Stock compensation | (398,007) | | | (7.4) | % | | (232,686) | | | (6.7) | % |
| Bargain purchase gain | 0 | | | 0 | % | | (5,205) | | | (0.1) | % |
| Return to provision adjustments | (16,890) | | | (0.3) | % | | 7,768 | | | 0.2 | % |
| (Benefit) provision | $ | (7,754,662) | | | (143.3) | % | | $ | 48,706 | | | 1.4 | % |
The state tax benefit stems from the resolution of various voluntary disclosure agreements with multiple states where the Company had not yet been in compliance. In addition, the Company is responsible to pay certain minimum and franchise taxes to jurisdictions in which it does business.
Changes in
the Company's income tax
(benefit) expense
relatedrelate primarily to
the release of valuation allowance in 2020, as well as changes in pretax
lossesincome during the year ended December 31,
2017,2020, as compared to year ended December 31,
2016,2019. For the years ended December 31, 2020 and
theDecember 31, 2019, effective
rate was 1.1%tax rates were (143.3)% and
1.1%1.4%, respectively. The difference
isbetween the statutory federal income tax rate and the Company's effective tax rate was primarily due to state taxes,
stock compensation and the impact of enacted tax reform which is mostly offset by the valuation
allowance.allowance, VIE permanent differences, and stock-based compensation.
For the yearyears ended December 31, 20172020 and 2016,December 31, 2019, the Company recorded a liability for income taxes for operations andhad no uncertain tax positions of $0 and approximately $40,000, respectively, of which $0 and approximately $27,000 respectively, represent penalties andor interest and are recorded in the “other liabilities” section of the accompanying consolidated balance sheets.penalties related to uncertain tax positions. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. Management made a determination thatexpenses, if any.
With exceptions due to the generation and utilization of net operating losses or credits, as of December 31, 2020, the Company
was not in compliance with severalis no longer subject to federal and state
and local tax jurisdictions in which the Company was doing business. Accordingly, management undertook to analyze its tax exposures, both income and otherwise, with respect to jurisdictions in which compliance was deemed to be inadequate and has entered into Voluntary Disclosure Agreements (VDAs) with theexaminations by taxing
authorities.The following table sets forth a reconciliation of the beginning and ending amount of uncertain tax positions during theauthorities for tax years ended December 31,before 2017 and 2016, (in hundreds):
respectively. | | | 2017 | | 2016 |
| | | Tax | | Interest/
penalties | | Tax | | Interest/
penalties |
| Uncertain tax positions - January 1 | | $ | 13,200 | | | $ | 26,800 | | | $ | 32,600 | | | $ | 33,000 | |
| Gross increases - tax positions in prior period | | | - | | | | - | | | | - | | | | - | |
| Gross decreases - tax positions in prior period | | | (13,200 | ) | | | (26,800 | ) | | | (19,400 | ) | | | (6,200 | ) |
| Uncertain tax positions - December 31 | | $ | - | | | $ | - | | | $ | 13,200 | | | $ | 26,800 | |
Note 10: Commitments and Contingencies
Leases
The Company’s tax returns for tax years subject to examination by tax authorities include 2013 throughtable below summarizes the current period for statecomponents of lease expense and 2014 through the current period for federal purposes.
Note 10: | | Related Party Transactions |
The Company entered into consulting and legal arrangements with certain stockholders related to services performed for the operations and transaction related activities of the Company. Amounts paid to or for the benefit of these stockholders was approximately $205,000 and $461,000income statement location for the years ended December 31, 20172020 and 2016, respectively.
Note 11: | | Commitments and Contingencies |
Operating Leases
The Company
| | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| Line Item in the Company’s Consolidated Income Statements | | 2020 | | 2019 |
| Finance lease costs: | | | | | |
| Amortization of assets | Depreciation and amortization | | $ | 67,874 | | | $ | 24,675 | |
| Interest on lease liabilities | Other expense, net | | 11,575 | | | 6,832 | |
| Total finance lease costs | | | $ | 79,449 | | | $ | 31,507 | |
| Operating lease costs | General and administrative expenses | | $ | 3,552,395 | | | $ | 3,005,124 | |
| Total lease costs | | | $ | 3,631,844 | | | $ | 3,036,631 | |
Supplemental information and balance sheet location related to leases its corporate office space and the space for eachis as follows:
| | | | | | | | | | | |
| Years Ended December 31, |
| 2020 | | 2019 |
| Operating Leases: | | | |
| Operating lease right-of -use asset | $ | 11,581,435 | | | $ | 12,486,672 | |
| Operating lease liability, current portion | 2,918,140 | | | 2,313,109 | |
| Operating lease liability, net of current portion | 10,632,672 | | | 11,901,040 | |
| Total operating lease liability | $ | 13,550,812 | | | $ | 14,214,149 | |
| Finance Leases: | | | |
| Property and equipment, at cost | 282,027 | | | 80,604 | |
| Less accumulated amortization | (92,549) | | | (24,675) | |
| Property and equipment, net | $ | 189,478 | | | $ | 55,929 | |
| | | |
| Finance lease liability, current portion | 70,507 | | | 24,253 | |
| Finance lease liability, net of current portion | 132,469 | | | 34,398 | |
| Total finance lease liabilities | $ | 202,976 | | | $ | 58,651 | |
| | | |
| Weighted average remaining lease term (in years): | | | |
| Operating leases | 4.7 | | 5.4 |
| Finance lease | 4.1 | | 2.3 |
| | | |
| Weighted average discount rate: | | | |
| Operating leases | 8.5 | % | | 8.7 | % |
| Finance leases | 5.3 | % | | 10.0 | % |
Supplemental cash flow information related to leases is as follows:
| | | | | | | | | | | |
| Years Ended December 31, |
| 2020 | | 2019 |
| | | |
| Cash paid for amounts included in measurement of liabilities: | | | |
| Operating cash flows from operating leases | $ | 3,462,848 | | | $ | 2,834,903 | |
| Operating cash flows from finance leases | 11,575 | | | 6,832 | |
| Financing cash flows from finance leases | 57,097 | | | 21,954 | |
| | | |
| Non-cash transactions: ROU assets obtained in exchange for lease liabilities | | | |
| Operating lease | 1,869,080 | | | 1,350,090 | |
| Finance lease | $ | 201,423 | | | $ | 80,604 | |
Maturities of lease liabilities as of December 31, 2020 are as follows:
| | | | | | | | | | | |
| Operating Leases | | Finance Lease |
| 2021 | $ | 3,925,287 | | | $ | 78,900 | |
| 2022 | 3,797,361 | | | 48,975 | |
| 2023 | 3,099,227 | | | 27,600 | |
| 2024 | 2,494,385 | | | 27,600 | |
| 2025 | 2,077,593 | | | 27,600 | |
| Thereafter | 991,612 | | | 11,500 | |
| Total lease payments | 16,385,465 | | | 222,175 | |
| Less: Imputed interest | (2,834,653) | | | (19,199) | |
| Total lease obligations | 13,550,812 | | | 202,976 | |
| Less: Current obligations | (2,918,140) | | | (70,507) | |
| Long-term lease obligation | $ | 10,632,672 | | | $ | 132,469 | |
Total rent expense for the years ended December 31,
20172020 and
20162019 was
$2,808,837$3,785,072 and
$3,389,971,$3,381,825, respectively.
Future minimum annual lease payments are as follows:
| 2018 | | $ | 2,119,305 | |
| 2019 | | | 1,808,476 | |
| 2020 | | | 1,544,978 | |
| 2021 | | | 1,411,126 | |
| 2022 | | | 1,283,865 | |
| Thereafter | | | 3,060,963 | |
| Total | | $ | 11,228,713 | |
In December 2016,During the fourth quarter of 2020, the Company ceased useentered into various operating leases for its new corporate clinics' space that have not yet commenced. These leases are expected to result in additional ROU asset and liability of five undeveloped clinic locations from its corporate clinics segment and recognizedapproximately $2.7 million. These leases are expected to commence during the first quarter of 2021, with a liability for lease exit costs based on the remaining lease rental due, reduced by estimated sublease rental income that could be reasonably obtained for the properties. The Company classified allterms of the approximately $338,000 lease exit liability in other liabilities, and related expense in loss on disposition or impairment.
five to ten years.
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 have a material adverse effect on the Company.
Note 12: | | Segment Reporting |
Note 11: 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
two2 operating business segments. The Corporate Clinics segment is comprised of the operating activities of the company-owned or managed clinics. As of December 31,
2017,2020, the Company operated or managed
4764 clinics under this segment. The Franchise Operations segment is comprised of the operating activities of the franchise business unit. As of December 31,
2017,2020, the franchise system consisted of
352515 clinics in operation. Corporate is a non-operating segment that develops and implements strategic initiatives and supports the Company’s
two2 operating business segments by centralizing key administrative functions such as finance and treasury, information technology, insurance and risk management,
litigationlegal and human resources. Corporate also provides the necessary administrative functions to support the Company as a publicly-traded company. A portion of the expenses incurred by Corporate are allocated to the operating segments.
The tables below present financial information for the Company’s two2 operating business segments (in thousands):
segments.| | | Year Ended | | | | | | | | | | |
| | | December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2020 | | 2019 |
| Revenues: | | | | | | | | | Revenues: | |
| Corporate clinics | | $ | 11,125 | | | $ | 8,550 | | Corporate clinics | $ | 31,771,288 | | | $ | 25,807,584 | |
| Franchise operations | | | 14,039 | | | | 11,974 | | Franchise operations | 26,911,688 | | | 22,643,316 | |
| Total revenues | | $ | 25,164 | | | $ | 20,524 | | Total revenues | $ | 58,682,976 | | | $ | 48,450,900 | |
| | | | | | | | | | | | | |
| Segment operating (loss) income: | | | | | | | | | |
| Segment operating income: | | Segment operating income: | |
| Corporate clinics | | $ | (1,704 | ) | | $ | (9,730 | ) | Corporate clinics | $ | 4,508,990 | | | $ | 3,365,295 | |
| Franchise operations | | | 6,243 | | | | 4,561 | | Franchise operations | 12,561,278 | | | 10,974,769 | |
| Total segment operating (loss) income | | $ | 4,539 | | | $ | (5,169 | ) | |
| Total segment operating income | | Total segment operating income | $ | 17,070,268 | | | $ | 14,340,064 | |
| | | | | | | | | | | | | |
| Depreciation and amortization: | | | | | | | | | Depreciation and amortization: | |
| Corporate clinics | | $ | 1,608 | | | $ | 2,186 | | Corporate clinics | $ | 2,503,181 | | | $ | 1,707,575 | |
| Franchise operations | | | - | | | | - | | Franchise operations | 0 | | | 0 | |
| Corporate administration | | | 409 | | | | 380 | | Corporate administration | 231,281 | | | 191,682 | |
| Total depreciation and amortization | | $ | 2,017 | | | $ | 2,566 | | Total depreciation and amortization | $ | 2,734,462 | | | $ | 1,899,257 | |
| | | | | | | | | | | | | |
| Reconciliation of total segment operating income (loss) to consolidated loss before income tax expense: | | | | | | | | | |
| Total segment operating income (loss) | | $ | 4,539 | | | $ | (5,169 | ) | |
| Unallocated corporate overhead | | | (7,714 | ) | | | (9,839 | ) | |
| Consolidated loss from operations | | | (3,175 | ) | | | (15,008 | ) | |
| Other (expense) income, net | | | (64 | ) | | | (1 | ) | |
| Loss before income tax expense | | $ | (3,239 | ) | | $ | (15,009 | ) | |
| Reconciliation of total segment operating income to consolidated earnings before income taxes: | | Reconciliation of total segment operating income to consolidated earnings before income taxes: | |
| Total segment operating income | | Total segment operating income | $ | 17,070,268 | | | $ | 14,340,064 | |
| Unallocated corporate | | Unallocated corporate | (11,578,138) | | | (10,925,429) | |
| Consolidated income from operations | | Consolidated income from operations | 5,492,130 | | | 3,414,635 | |
| Bargain purchase gain | | Bargain purchase gain | 0 | | | 19,298 | |
| Other (expense), net | | Other (expense), net | (79,478) | | | (61,515) | |
| Income before income tax expense | | Income before income tax expense | $ | 5,412,652 | | | $ | 3,372,418 | |
| | | December 31, | | December 31, |
| | | 2017 | | 2016 |
| Segment assets: | | | | | | | | |
| Corporate clinics | | $ | 8,998 | | | $ | 9,936 | |
| Franchise operations | | | 2,362 | | | | 2,003 | |
| Total segment assets | | $ | 11,360 | | | $ | 11,939 | |
| | | | | | | | | |
| Unallocated cash and cash equivalents and restricted cash | | $ | 4,320 | | | $ | 3,344 | |
| Unallocated property and equipment | | | 765 | | | | 781 | |
| Other unallocated assets | | | 465 | | | | 991 | |
| Total assets | | $ | 16,910 | | | $ | 17,055 | |
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2019 |
| Segment assets: | | | |
| Corporate clinics | $ | 24,928,311 | | | $ | 25,389,147 | |
| Franchise operations | 9,744,375 | | | 7,466,629 | |
| Total segment assets | $ | 34,672,686 | | | $ | 32,855,776 | |
| | | |
| Unallocated cash and cash equivalents and restricted cash | $ | 20,819,629 | | | $ | 8,641,877 | |
| Unallocated property and equipment | 1,063,815 | | | 996,385 | |
| Other unallocated assets | 9,176,713 | | | 1,211,629 | |
| Total assets | $ | 65,732,843 | | | $ | 43,705,667 | |
“Unallocated cash and cash equivalents and restricted cash” relates primarily to corporate cash and cash equivalents and restricted cash (see Note 1), “unallocated property and equipment” relates primarily to corporate fixed assets, and “other unallocated assets” relates primarily to deposits, prepaid and other assets. Certain unallocated property and equipment balances were reclassified to Corporate clinics and Franchise operations segments as of December 31, 2019 to conform to the current year presentation.
Note 12: Related Party Transaction
In December 2020, the Company sold 2 franchise licenses to Marshall Gramm, who is a family member of the Managing Partner of Bandera Partners LLC. Bandera Partners LLC, is a beneficial holder of 5% or more of our outstanding common stock as of December 31, 2020 (approximately 12% as of December 31, 2020). The transaction involved terms no less favorable to the Company than those that would have been obtained in the absence of such affiliation. Amounts received from Mr. Gramm were $71,800 of which $71,494 was recorded as deferred revenue as of December 31, 2020. Although the Company has no way of estimating the aggregate amount of franchise fees, royalties, advertising fund fees, IT related income and computer software fees that Mr. Gramm will pay over the life of the franchise licenses, Mr. Gramm will be subject to such fees under the same terms and conditions as all other franchisees.
Note 13: Subsequent Events
On January 1, 2021, the Company entered into an agreement under which the Company repurchased the right to develop franchises in various counties in Georgia. The total consideration for the transaction was $1,388,700. The Company carried a deferred revenue balance associated with this transaction of $35,679, representing the fee collected upon the execution of the regional developer agreement. The Company accounted for the termination of development rights associated with unsold or undeveloped franchises as a cancellation, and the associated deferred revenue was netted against the aggregate purchase price. The Company recognized the net amount of $1,353,021 as reacquired development rights in January 2021, which will be amortized over the remaining original contract period of approximately 13 months.
On March 4, 2021, the Company elected to repay the full principal and accrued interest on the PPP loan of approximately $2.7 million from JPMorgan Chase Bank, N.A. without the prepayment penalty, in accordance with the terms of the PPP loan.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2017.2020. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures that are designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The evaluation of our disclosure controls and procedures included a review of the control objectives and design, our implementation of the controls and the effect of the controls on the information generated for use in this Annual Report on Form 10-K. After conducting this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective as of December 31,
20172020 to provide reasonable assurance that information required to be disclosed in this Annual Report on Form 10-K was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Internal control over financial reporting is the process designed under the Chief Executive Officer’s and the Chief Financial Officer’s supervision, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.
There are inherent limitations in the effectiveness of internal control over financial reporting, including the possibility that misstatements may not be prevented or detected. Accordingly, an effective control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017,2020, as required by Exchange Act Rule 13a-15(c). In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control - Integrated Framework. Based on our assessment under the framework in Internal Control - Integrated Framework (2013 framework), management concluded thatFramework).
As disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the year ended December 31, 2019, we previously identified a material weakness in internal control related to ineffective information technology general controls (ITGCs) in the areas of user access, information security policies, and program change-management over certain information technology (IT) systems that support the Company’s financial reporting was effectiveprocesses. During 2020, management implemented our previously disclosed remediation plan that included: (i) updating our IT policies addressing ITGCs; (ii) educating control owners concerning the principles and requirements of each control, with a focus on those related to user access and change management over IT systems impacting financial reporting; (iii) developing and maintaining documentation underlying ITGCs; (iv) developing enhanced risk assessment procedures and controls related to changes in IT systems; and (v) enhanced quarterly reporting on the remediation measures to the Audit Committee of the Board of Directors.
During the fourth quarter of 2020, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective. As a result we have concluded the material weakness has been remediated as of December 31,
2017.2020.
Changes in Internal Controls over Financial Reporting
Management, including
Except for the changes in connection with our
Chief Executive Officer and Chief Financial Officer, confirm there wereimplementation of the remediation plan discussed above, no
other changes in our internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31,
20172020 that
havehas materially affected, or
areis reasonably likely to materially affect, our internal control over financial reporting.
We believe that As a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectivesresult of the COVID-19 pandemic, employees at our corporate headquarters began working remotely in March 2020. These changes to the working environment did not have a material effect on our internal control system are met, and no evaluationover financial reporting. We will continue to monitor the impact of controls can provide absolute assurance that allCOVID-19 on our internal control issues and instancesover financial reporting.
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be included in our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after our year ended December 31,
20172020 in connection with our
20182021 Annual Meeting of Stockholders, or the
20182021 Proxy Statement, and is incorporated herein by reference.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to employees, officers and directors, including our executive management team, such as our Chief Executive Officer and Chief Financial Officer. This Code of Business Conduct and Ethics is posted on our website at www.thejoint.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code of Business Conduct and Ethics by posting such information on our website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included in the 20182021 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in the 20182021 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be included in the 20182021 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be included in the
20182021 Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | Documents filed as part of this report. |
| (1) | Financial Statements. The consolidated financial statements listed on the index to Item 8 of this Annual Report on Form 10-K are filed as a part of this Annual Report. |
| (2) | Financial Statement Schedules. (a)Documents filed as part of this report. (1)Financial Statements. The consolidated financial statements listed on the index to Item 8 of this Annual Report on Form 10-K are filed as a part of this Annual Report. (2)Financial Statement Schedules.All financial statement schedules have been omitted since the information is either not applicable or required or is included in the financial statements or notes thereof. (3)Exhibits. Those exhibits marked with a (X) refer to exhibits filed or furnished herewith. The other exhibits are incorporated herein by reference, as indicated in the following list. Those exhibits marked with a (#) refer to management contracts or compensatory plans or arrangements. Portions of the exhibits marked with a (Ω) are the subject of a Confidential Treatment Request under 17 C.F.R. §§ 200.80(b)(4), 200.83 and 240.24b-2. Omitted material for which confidential treatment has been requested has been filed separately with the SEC.
EXHIBIT INDEX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by Reference | | Exhibit
Number | | Description | | Form | | File No. | | Exhibit(s) | | Filing Date | Provided
Herewith | | 3.1 | | | | S-1 | | 333-198860 | | 3.2 | | 9/19/2014 | | | 3.2 | | | | 8-K | | 001-36724 | | 3(ii).1 | | 3/7/2016 | | | 3.3 | | | | 8-K | | 001-36724 | | 3.(II)1 | | 8/9/2018 | | | 4.1 | | | | 10-K | | 001-36724 | | 4.1 | | 3/6/2020 | | | 10.1# | | | | S-1 | | 333-198860 | | 10.1 | | 9/19/2014 | | | 10.2# | | | | S-1 | | 333-198860 | | 10.18 | | 9/19/2014 | | | 10.3# | | | | S-1 | | 333-198860 | | 10.19 | | 9/19/2014 | | | 10.4# | | | | S-1 | | 333-198860 | | 10.2 | | 9/19/2014 | | | 10.5# | | | | S-1 | | 333-207632 | | 10.3 | | 10/27/2015 | | | 10.6# | | | | 10-K | | 001-36724 | | 10.6 | | 3/6/2020 | | | 10.7# | | | | S-1 | | 333-207632 | | 10.4 | | 10/27/2015 | | | 10.8# | | | | 8-K | | 333-207632 | | 10.1 | | 4/3/2019 | | | 10.9# | | | | 10-K | | 001-36724 | | 10.9 | | 3/6/2020 | | | 10.10# | | | | S-1 | | 333-207632 | | 10.5 | | 10/27/2015 | | | 10.11# | | | | 8-K | | 333-207632 | | 10.2 | | 4/3/2019 | | | 10.12# | | | | 10-K | | 001-36724 | | 10.12 | | 3/6/2020 | | | 10.13# | | | | S-1 | | 333-207632 | | 10.6 | | 10/27/2015 | | | 10.14# | | | | 10-K | | 001-36724 | | 10.54 | | 3/9/2018 | | | 10.15# | | | | 8-K | | 333-207632 | | 10.3 | | 4/3/2019 | | | 10.16# | | | | 10-K | | 001-36724 | | 10.16 | | 3/6/2020 | | | 10.17# | | | | 10-K | | 001-36724 | | 10.53 | | 3/9/2018 | | | 10.18# | | | | 10-K | | 001-36724 | | 10.11 | | 3/11/2019 | | | 10.19# | | | | 10-K | | 001-36724 | | 10.12 | | 3/11/2019 | | | 10.20# | | | | 8-K | | 001-36724 | | 10.1 | | 1/27/2021 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10.21 | | | | 10-K | | 001-36724 | | 10.20 | | 3/6/2020 | | | 10.22 | | | | S-1 | | 333-198860 | | 10.13 | | 9/19/2014 | | | 10.23 | | | | S-1 | | 333-198860 | | 10.14 | | 9/19/2014 | | | 10.24 | | | | S-1 | | 333-198860 | | 10.15 | | 9/19/2014 | | | 10.25 | | Asset Purchase Agreement dated July 17, 2019, by and among The Joint Corp., TJ of Savannah – Twelve Oaks, LLC, a Georgia limited liability company, TJ of Pooler, LLC, a Georgia limited liability company, and TJ of Bluffton, LLC, a Georgia limited liability company , Robyn Meglin and Allen Meglin, as amended | | 8-K | | 001-36724 | | 10.1 | | 7/23/2019 | | | 10.26 | | | | 8-K | | 001-36724 | | 10.1 | | 8/5/2019 | | | 10.27 | | | | 8-K | | 001-36724 | | 10.1 | | 8/19/2019 | | | 10.28# | | | | 8-K | | 001-36724 | | 10.1 | | 11/8/2018 | | | 10.29# | | | | 8-K | | 001-36724 | | 10.2 | | 11/8/2018 | | | 10.30# | | | | 10-K | | 001-36724 | | 10.32 | | 3/6/2020 | | | 10.31# | | | | 8-K | | 001-36724 | | 10.1 | | 5/3/2016 | | | 10.32# | | | | 8-K | | 001-36274 | | 10.3 | | 1/9/2017 | | | 10.33# | | | | 8-K | | 001-36724 | | 10.1 | | 12/6/2018 | | | 10.34# | | | | 10-K | | 001-36724 | | 10.4 | | 3/11/2019 | | | 10.35 | | | | 8-K | | 001-36724 | | 10.1 | | 3/3/2020 | | | 10.36 | | | | 8-K | | 001-36724 | | 10.2 | | 3/3/2020 | | | 10.37 | | | | 8-K | | 001-36724 | | 10.3 | | 3/3/2020 | | | 10.38 | | | | 8-K | | 001-36724 | | 10.4 | | 3/3/2020 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10.39 | | | | 8-K | | 001-36724 | | 10.1 | | 4/15/2020 | | | 10.40 | | | | | | | | | | | X | | 10.41 | | | | | | | | | | | X | | 21 | | | | S-1 | | 333-198860 | | 21.1 | | 9/19/2014 | | | 23.1 | | | | | | | | | | | X | | 31.1 | | | | | | | | | | | X | | 31.2 | | | | | | | | | | | X | | 32** | | | | | | | | | | | X |
| | | | | | | | | | 101.INS | XBRL Instance Document (the instance document does not appear in the financial statements or notes thereof.Interactive Data File
because its XBRL tags are embedded within the inline XBRL document)
| X |
| 101.SCH | (3)Inline XBRL Taxonomy Extension Schema Document | Exhibits. Those exhibits marked with a (*) refer to exhibits filed or furnished herewith. The other exhibits are incorporated herein by reference,X | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | | 104 | Cover Page Interactive Data File (formatted as indicatedInline XBRL and contained in the following list. Those exhibits marked with a (+) refer to management contractsExhibit 101) | X | # Management contract or compensatory plansplan or arrangements. Portions of the exhibits marked with a (Ω) are the subject of a Confidential Treatment Request under 17 C.F.R. §§ 200.80(b)(4), 200.83 and 240.24b-2. Omitted material for which confidential treatment has been requested has beenarrangement | | ** Furnished, not filed separately with the SEC. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 9, 2018.5, 2021.
| | | | | | | | | | The Joint Corp. | | | | | | By: | /s/ Peter D. Holt | Jake Singleton | | | Peter D. Holt | | | | President and Chief Executive Officer
(Principal Executive Officer)
|
| The Joint Corp. | | | | | | By: | /s/ John P. Meloun | | | | John P. Meloun | | | | Jake Singleton Chief Financial Officer
(Principal Financial Officer)
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter D. Holt and John P. Meloun,Jake Singleton, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date | | | | | | | | | | | | Signature | | Title | | Date | | | | | | | /s/ Peter D. Holt | | President, Chief Executive Officer and Director | | March 9, 20185, 2021 | | Peter D. Holt | | (Principal Executive Officer) and Director | | | | | | | | /s/ John P. MelounJake Singleton | | Chief Financial Officer | | March 9, 20185, 2021 | John P. MelounJake Singleton | | (Principal Financial Officer) | | | | | | | | | /s/ Matthew E. Rubel | | Lead Director | | March 9, 20185, 2021 | | Matthew E. Rubel | | | | | | | | | | | /s/ James H. Amos, Jr. | | Director | | March 9, 20185, 2021 | | James H. Amos, Jr. | | | | | | | | | | | /s/ Ronald V. DaVella | | Director | | March 9, 20185, 2021 | | Ronald V. DaVella | | | | | | | | | | | /s/ Suzanne M. Decker | | Director | | March 9, 20185, 2021 | | Suzanne M. Decker | | | | | | | | | | /s/ Richard A. KerleyAbe Hong | | Director | | March 9, 20185, 2021 | Richard A. KerleyAbe Hong | | | | | | | | | | /s/ Bret SandersGlenn J. Krevlin | | Director | | March 9, 20185, 2021 | Bret SandersGlenn J. Krevlin | | | | |
EXHIBIT INDEX
| Exhibit | | | | Incorporated by Reference | | | Provided | | Number | | Description | | Form | | File No. | | Exhibit(s) | | Filing Date | Herewith | | | | | | | | | | | | | | | 3.1 | | Amended and Restated Certificate of Incorporation of Registrant. | | S-1 | | 333-198860 | | 3.2 | | 9/19/2014 | | | 3.2 | | Amended and Restated Bylaws of Registrant, plus amendments. | | 8-K | | 001-36724 | | 3(ii).1 | | 3/07/2016 | | | 4.1 | | Warrant to Purchase Common Stock issued to Feltl and Company, Inc. on November 14, 2014. | | S-1 | | 333-207632 | | 4.2 | | 10/27/2015 | | | 4.2 | | Warrant to Purchase Common Stock issued to Roth Capital Partners, LLC on November 14, 2014. | | S-1 | | 333-207632 | | 4.3 | | 10/27/2015 | | | 10.1# | | Form of Indemnification Agreement between Registrant and each of its directors and officers and related schedule. | | S-1 | | 333-198860 | | 10.1 | | 9/19/2014 | | | 10.2# | | 2012 Stock Plan. | | S-1 | | 333-198860 | | 10.2 | | 9/19/2014 | | | 10.3# | | Amended and Restated 2014 Incentive Stock Plan. | | | | | | 10.3 | | 10/27/2015 | | | 10.4# | | Form of Incentive Stock Option Agreement under 2014 Stock Plan. | | S-1 | | 333-207632 | | 10.4 | | 10/27/2015 | | | 10.5# | | Form of Nonstatutory Stock Option Agreement under 2014 Stock Plan. | | S-1 | | 333-207632 | | 10.5 | | 10/27/2015 | | | 10.6# | | Form of Nonstatutory Stock Option Agreement under 2014 Stock Plan for Article 7, Annual Option Grants. | | S-1 | | 333-207632 | | 10.6 | | 10/27/2015 | | | 10.7# | | Employment Agreement between Registrant and John B. Richards dated October 23, 2015 | | S-1 | | 333-207632 | | 10.7 | | 10/27/2015 | | | 10.8 | | Lease Agreement dated between Registrant and DTR 14, LLC, for Registrant’s office located at 16767 North Perimeter Drive, Suite 240, Scottsdale, Arizona 85260. | | S-1 | | 333-198860 | | 10.5 | | 9/19/2014 | | | 10.9# | | Employment Agreement between Registrant and David Orwasher dated January 1, 2014. | | S-1 | | 333-198860 | | 10.6 | | 9/19/2014 | | | | | | | | | | | | | | | |
| 10.25 | | Termination Agreement dated as of December 31, 2014 by The Joint Corp., Kairos Marketing, LLC and Chad Meisinger. | | 8-K | | 001-36724 | | 2.2 | | 1/07/2015 | | | 10.26 | | Asset and Franchise Purchase Agreement dated as of December 31, 2014 between The Joint Corp., The Joint RRC Corp., Raymond G. Espinoza, Chad Meisinger and Rob Morris. | | 8-K | | 001-36724 | | 2.1 | | 1/07/2015 | | | 10.27 | | Asset and Franchise Purchase Agreement dated as of January 30, 2015 between The Joint Corp., TJSC, LLC, Theodore Amendola and Scott Lewandowski. | | 8-K | | 001-36724 | | 10.1 | | 2/05/2015 | | | 10.28 | | Asset and Franchise Purchase Agreement dated February 17, 2015 by and among The Joint Corp., Roth & Pelan Enterprises, LLC, Timothy Roth, Blue Sky & Sunny Days, Inc., and Thomas Pelan. | | 8-K | | 001-36724 | | 10.1 | | 2/19/2015 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 10.29 | | Asset and Franchise Purchase Agreement dated as of February 27, 2015 between The Joint Corp., The Joint San Gabriel Valley, Inc. and Vincent Huan. | | 8-K | | 001-36724 | | 2.1 | | 3/09/2015 | | | 10.30 | | Asset and Franchise Purchase Agreement dated as of March 31, 2015 between The Joint Corp., The Joint Chiropractic Bell Towne, LLC, Marla R. Allan and Marc W. Payson. | | 8-K | | 001-36724 | | 2.1 | | 4/22/2015 | | | 10.31 | | Franchise Agreement Termination and Reinstatement Agreement dated as of as of April 30, 2015, by The Joint Corp., Stephanie McRae and South Bay Joint Development, Inc. | | 8-K | | 001-36724 | | 2.2 | | 5/05/2015 | | | 10.32 | | Asset and Franchise Purchase Agreement dated as of April 30, 2015, between The Joint Corp., San Diego Joint Development, Inc., Stephanie McRae, and Elizabeth McRae. | | 8-K | | 001-36724 | | 2.1 | | 5/05/2015 | | | 10.33 | | Regional Developer Termination Agreement dated as of as of May 18, 2015, among The Joint Corp., Dennis Conklin, Eric Hua and Orange County Wellness, Inc. | | 8-K | | 001-36724 | | 2.2 | | 5/21/2015 | | | 10.34 | | Asset and Franchise Purchase Agreement dated as of May 18, 2015, among First Light Junction, Inc., a California corporation, Eric Hua and Tracy Hua. | | 8-K | | 001-36724 | | 2.1 | | 5/21/2015 | | | 10.35 | | Asset and Franchise Purchase Agreement dated as of June 3, 2015, by and between The Joint Corp., a Delaware corporation, WHB Franchise Inc., a California corporation and William Bargfrede. | | 8-K | | 001-36724 | | 2.1 | | 6/05/2015 | | | 10.36 | | Asset and Franchise Purchase Agreement dated as of June 5, 2015, by and among The Joint Corp., a Delaware corporation, Clear Path Ventures, Inc., a California corporation, Carol Warren, and Jodi Wolf. | | 8-K | | 001-36724 | | 2.1 | | 6/10/2015 | | | 10.37 | | Asset and Franchise Purchase Agreement dated as of July 1, 2015, by and among The Joint Corp., a Delaware corporation, Chiro-Novo, LLC, an Arizona limited liability company, Kent L. Cooper, as trustee of The Kent L. Cooper Trust, Benjamin Cooper, as trustee of The Benjamin and Milena Cooper Family Trust dated May 2, 2006, Robert A. Cooper and Andrew C. Cooper. | | 8-K | | 001-36724 | | 2.1 | | 7/07/2015 | | | 10.38 | | Termination Agreement dated as of as of August 10, 2015, among The Joint Corp., a Delaware corporation and Align Group, LLC a New York limited liability company, and Marc Ressler. | | 8-K | | 001-36724 | | 2.2 | | 8/14/2015 | | | 10.39 | | Asset and Franchise Purchase Agreement dated as of August 10, 2015, by and between The Joint Corp., a Delaware corporation, Chiro Group, LLC, a New York limited liability company, Marc Ressler, Angelo Marracino, Jesse Curry and Cleon Easton. | | 8-K | | 001-36724 | | 2.1 | | 8/14/2015 | | | 10.40 | | Asset and Franchise Purchase Agreement dated as of December 29, 2015, by and among The Joint Corp., a Delaware corporation, Forte Vita Ventures, Inc., a California corporation, Neil Sinay and Jennifer M. Sinay. | | 8-K | | 001-36724 | | 1.1 | | 1/05/2016 | | | 10.41 | | Regional Developer License Purchase Agreement, dated January 1, 2016, among the Company, Christina Ybanez and Mark Elias. | | 8-K | | 001-36724 | | 1.1 | | 1/07/2016 | |
| | | | | | | | | | | | | | 10.42# | | Employment Agreement dated April 27, 2016, between The Joint Corp. and Peter Holt | | 8-K | | 001-36724 | | 10.1 | | 5/3/2016 | | | 10.43# | | Separation Agreement dated April 29, 2016, between The Joint Corp. and David Orwasher | | 8-K | | 001-36724 | | 10.2 | | 5/3/2016 | | | 10.44 | | Asset and Franchise Purchase Agreement dated as of April 29, 2016, by and among The Joint Corp., a Delaware corporation, Guthrie Joint Venture NM, LLC, a New Mexico limited liability company and Ronald Guthrie | | 8-K | | 001-36724 | | 10.1 | | 5/5/2016 | | | 10.45 | | Asset and Franchise Purchase Agreement dated as of May 6, 2016 by and among The Joint Corp., a Delaware corporation, T&J Chiropractic Management, Inc., a California corporation, Vortex Financial Management, Inc., a California corporation, Anita Davis, Johnny Linderman and Ped Abghari aka Ted Abghari. | | 8-K | | 001-36724 | | 10.1 | | 5/12/2016 | | | 10.46# | | Separation Agreement dated June 29, 2015, between The Joint Corp. and John Richards | | 8-K | | 001-36724 | | 10.1 | | 6/30/2016 | | | 10.47# | | Employment Agreement dated November 8, 2016, between The Joint Corp. and John Meloun | | 8-K | | 001-36724 | | 10.1 | | 11/10/2016 | | | 10.48 | | Credit and Security Agreement dated as of January 3, 2017, by and between The Joint Corp/, a Delaware corporation, and Tower 7 Partnership LLC, and Ohio limited liability company | | 8-K | | 001-36724 | | 10.1 | | 1/9/2017 | | | 10.49 | | Revolving Credit Note, dated January 3, 2017, by The Joint Corp., a Delaware corporation in favor of Tower 7 Partnership LLC | | 8-K | | 001-36274 | | 10.2 | | 1/9/2017 | | | 10.49 | | Revolving Credit Note, dated January 3, 2017, by The Joint Corp., a Delaware corporation in favor of Tower 7 Partnership LLC | | 8-K | | 001-36274 | | 10.2 | | 1/9/2017 | | | 10.50# | | Amended and Restated Employment Agreement dated January 3, 2017, between The Joint Corp., a Delaware corporation, and Peter Holt | | 8-K | | 001-36274 | | 10.3 | | 1/9/2017 | | | 10.51 | | Asset Purchase Agreement dated January 6th, 2017, by and between The Joint Corp., a Delaware corporation, Don Daniels, Larry Maddalena and Jody O’Donnell. | | 10-K | | 001-36724 | | 99.1 | | 3/10/2017 | | | 10.52 | | Assignment and Assumption Agreement dated February 24, 2017, by and between The Joint Corp., a Delaware corporation, Don Daniels, Larry Maddalena and Jody O’Donnell and Porter Partners, LLC. | | 10-K | | 001-36724 | | 99.2 | | 3/10/2017 | | | 10.53# | | 2017 Executive Short-Term Incentive Plan | | | | | | | | | X | | 10.54# | | Form of Restricted Stock Award. | | | | | | | | | X | | 21.1 | | List of subsidiaries of The Joint Corp. | | S-1 | | 333-198860 | | 21.1 | | 9/19/2014 | | | 23 | | Consent of EKS&H LLLP | | | | | | | | | X | | 31.1 | | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | X | | 31.2 | | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | X | | 32 | | Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | X |
| | | | | | | | | | | | 101.INS | | XBRL Instance Document | | | | | | | | | X | 101.SCH | | XBRL Taxonomy Extension Schema Document (4) | | | | | | | | | X | 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document (4) | | | | | | | | | X | 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document (4) | | | | | | | | | X | 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document (4) | | | | | | | | | X | 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document (4) | | | | | | | | | X |
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| # | Management contract or compensatory plan or arrangement. |
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