10-Q 1 jynt-20220331.htm 10-Q jynt-20220331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022 
OR
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
The Joint Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
90-0544160
(IRS Employer Identification No.)
16767 N. Perimeter Drive, Suite 110, Scottsdale
Arizona
(Address of principal executive offices)
85260
(Zip Code)
(480) 245-5960
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share
JYNT
The NASDAQ Capital Market LLC

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  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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:
Large accelerated filerAccelerated filer
Non- accelerated filerSmaller 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 is a shell Company (as defined in Rule 12b-2 of the Act).    Yes     No ☑

As of April 25, 2022, the registrant had 14,461,332 shares of Common Stock ($0.001 par value) outstanding.


THE JOINT CORP.
FORM 10-Q
TABLE OF CONTENTS
PAGE
NO.
Part II, Items 3, 4, and 5 - Not applicable



PART I: FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
THE JOINT CORP. AND SUBSIDIARY AND AFFILIATES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
March 31,
2022
December 31,
2021
ASSETS
(unaudited)
Current assets:
Cash and cash equivalents
$18,251,194 $19,526,119 
Restricted cash
594,717 386,219 
Accounts receivable, net
3,612,802 3,700,810 
Deferred franchise and regional development costs, current portion985,557 994,587 
Prepaid expenses and other current assets
2,426,409 2,281,765 
Total current assets
25,870,679 26,889,500 
Property and equipment, net
14,880,942 14,388,946 
Operating lease right-of-use asset
18,927,052 18,425,914 
Deferred franchise and regional development costs, net of current portion5,601,142 5,505,420 
Intangible assets, net
4,829,941 5,403,390 
Goodwill
5,085,203 5,085,203 
Deferred tax assets9,205,410 9,188,634 
Deposits and other assets
662,080 567,202 
Total assets$85,062,449 $85,454,209 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$1,874,911 $1,705,568 
Accrued expenses
1,644,709 1,809,460 
Co-op funds liability
594,717 386,219 
Payroll liabilities ($0.7 million and $0.4 million attributable to VIE)
2,383,977 3,906,317 
Operating lease liability, current portion4,872,292 4,613,843 
Finance lease liability, current portion34,479 49,855 
Deferred franchise and regional developer fee revenue, current portion3,130,856 3,191,892 
Deferred revenue from company clinics ($3.6 million and $3.5 million attributable to VIE)
5,546,856 5,235,745 
Other current liabilities
541,250 539,500 
Total current liabilities
20,624,047 21,438,399 
Operating lease liability, net of current portion17,184,696 16,872,093 
Finance lease liability, net of current portion81,928 87,939 
Debt under the Credit Agreement2,000,000 2,000,000 
Deferred franchise and regional developer fee revenue, net of current portion
15,410,136 15,458,921 
Other liabilities
27,230 27,230 
Total liabilities
55,328,037 55,884,582 
Commitments and contingencies
Stockholders' equity:
Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 issued and outstanding, as of March 31, 2022 and December 31, 2021
  
Common stock, $0.001 par value; 20,000,000 shares authorized, 14,493,049 shares issued and 14,461,332 shares outstanding as of March 31, 2022 and 14,451,355 shares issued and 14,419,712 outstanding as of December 31, 2021
14,492 14,450 
Additional paid-in capital
44,273,294 43,900,157 
Treasury stock 31,717 shares as of March 31, 2022 and 31,643 shares as of December 31, 2021, at cost
(853,436)(850,838)
Accumulated deficit
(13,724,938)(13,519,142)
Total The Joint Corp. stockholders' equity
29,709,412 29,544,627 
Non-controlling Interest
25,000 25,000 
Total equity
29,734,412 29,569,627 
Total liabilities and stockholders' equity
$85,062,449 $85,454,209 

The accompanying notes are an integral part of these condensed consolidated financial statements.
1

THE JOINT CORP. AND SUBSIDIARY AND AFFILIATES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited)
Three Months Ended
March 31,
20222021
Revenues:
Revenues from company-owned or managed clinics
$12,606,999 $9,466,083 
Royalty fees6,008,932 4,769,246 
Franchise fees640,965 695,427 
Advertising fund revenue1,710,717 1,374,741 
Software fees956,998 760,537 
Regional developer fees201,787 217,956 
Other revenues312,140 263,975 
Total revenues22,438,538 17,547,965 
Cost of revenues:
Franchise and regional development cost of revenues2,002,813 1,624,572 
IT cost of revenues309,958 140,745 
Total cost of revenues2,312,771 1,765,317 
Selling and marketing expenses3,287,488 2,489,279 
Depreciation and amortization1,629,176 1,169,866 
General and administrative expenses15,378,623 10,087,060 
Total selling, general and administrative expenses
20,295,287 13,746,205 
Net loss on disposition or impairment6,906 64,767 
(Loss) income from operations(176,426)1,971,676 
Other expense, net(16,147)(21,537)
(Loss) income before income tax benefit(192,573)1,950,139 
Income tax expense (benefit)13,224 (364,148)
Net (loss) income $(205,797)$2,314,287 
Earnings per share:
Basic (loss) earnings per share$(0.01)$0.16 
Diluted (loss) earnings per share$(0.01)$0.16 
Basic weighted average shares14,432,652 14,178,542 
Diluted weighted average shares14,432,652 14,854,809 

The accompanying notes are an integral part of these condensed consolidated financial statements.
2

THE JOINT CORP. AND SUBSIDIARY AND AFFILIATES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
Common StockAdditional
Paid In
Capital
Treasury StockAccumulated
Deficit
Total The Joint Corp.
stockholders'
equity
Non-controlling
interest
Total
SharesAmountSharesAmount
Balances, December 31, 202114,451,355 $14,450 $43,900,157 31,643 $(850,838)$(13,519,141)$29,544,628 $25,000 $29,569,628 
Stock-based compensation expense— — 323,556 — — — 323,556 — 323,556 
Issuance of restricted stock36,722 37 (37)— — — — —  
Exercise of stock options4,972 5 49,618 — — — 49,623 — 49,623 
Purchases of treasury stock under employee stock plans— — — 74 (2,598)— (2,598)— (2,598)
Net loss— — — — — (205,797)(205,797)— (205,797)
Balances, March 31, 2022 (unaudited)14,493,049 $14,492 $44,273,294 31,717 $(853,436)$(13,724,938)$29,709,412 $25,000 $29,734,412 

Common StockAdditional
Paid In
Capital
Treasury StockAccumulated
Deficit
Total The Joint Corp.
stockholders'
equity
Non-controlling
interest
SharesAmountSharesAmountTotal
Balances, December 31, 2020, as revised14,174,237 $14,174 $41,350,001 17,167 $(143,111)$(20,094,912)$21,126,152 $100 $21,126,252 
Stock-based compensation expense— — 246,494 — — — 246,494 — 246,494 
Issuance of restricted stock7,879 8 (8)— — — — —  
Exercise of stock options105,995 106 620,670 — — — 620,776 — 620,776 
Purchases of treasury stock under employee stock plans— — — 13,619 (618,154)— (618,154)— (618,154)
Net income— — — — — 2,314,287 2,314,287 — 2,314,287 
Balances, March 31, 2021, as revised (unaudited)14,288,111 $14,288 $42,217,157 30,786 $(761,265)$(17,780,625)$23,689,555 $100 $23,689,655 



The accompanying notes are an integral part of these condensed consolidated financial statements.
3

THE JOINT CORP. AND SUBSIDIARY AND AFFILIATES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
March 31,
20222021
Cash flows from operating activities:
Net (loss) income$(205,797)$2,314,287 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization1,629,176 1,169,866 
Net loss on disposition or impairment (non-cash portion)6,906 99,022 
Net franchise fees recognized upon termination of franchise agreements (69,702)
Deferred income taxes(16,776)(418,810)
Stock based compensation expense323,556 246,494 
Changes in operating assets and liabilities:
Accounts receivable88,008 (442,008)
Prepaid expenses and other current assets(144,644)(384,377)
Deferred franchise costs(86,692)(204,112)
Deposits and other assets(94,878)(3,313)
Accounts payable59,461 (443,463)
Accrued expenses(164,751)60,493 
Payroll liabilities(1,522,340)(217,020)
Deferred revenue296,487 329,383 
Other liabilities280,162 234,708 
Net cash provided by operating activities447,878 2,271,448 
Cash flows from investing activities:
Purchase of property and equipment(1,289,943)(951,641)
Reacquisition and termination of regional developer rights(250,000)(1,388,700)
Net cash used in investing activities(1,539,943)(2,340,341)
Cash flows from financing activities:
Payments of finance lease obligation(21,387)(18,238)
Purchases of treasury stock under employee stock plans(2,598)(618,154)
Proceeds from exercise of stock options49,623 620,776 
Repayment of debt under the Paycheck Protection Program (2,727,970)
Net cash provided by (used in) financing activities25,638 (2,743,586)
Decrease in cash, cash equivalents and restricted cash(1,066,427)(2,812,479)
Cash, cash equivalents and restricted cash, beginning of period19,912,338 20,819,629 
Cash, cash equivalents and restricted cash, end of period$18,845,911 $18,007,150 
Reconciliation of cash, cash equivalents and restricted cash:March 31,
2022
March 31,
2021
Cash and cash equivalents$18,251,194 $17,834,526 
Restricted cash594,717 172,624 
$18,845,911 $18,007,150 

4

During the three months ended March 31, 2022 and 2021, cash paid for income taxes was $0 for both periods. During the three months ended March 31, 2022 and 2021, cash paid for interest was $11,250 and $35,533, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.
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Supplemental disclosure of non-cash activity:
As of March 31, 2022, accounts payable included property and equipment purchases of $109,882. As of December 31, 2021, accounts payable and accrued expenses included property and equipment purchases of $158,293, and $152,501, respectively.
In connection with the Company’s reacquisition and termination of regional developer rights during the three months ended March 31, 2022, the Company had deferred revenue of $95,197, representing fees collected upon the execution of the regional developer agreement. The Company netted this amount against the aggregate purchase price.
In connection with the Company’s reacquisition and termination of regional developer rights during the three months ended March 31, 2021, the Company had deferred revenue of $35,679, representing fees collected upon the execution of the regional developer agreement. The Company netted this amount against the aggregate purchase price.
As of March 31, 2022 and March 31, 2021, the Company had $11,201 and $49,360 of expected proceeds from the exercise of stock options included in accounts receivable, respectively.


THE JOINT CORP. AND SUBSIDIARY AND AFFILIATES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Basis of Presentation
These unaudited financial statements represent the condensed consolidated financial statements of The Joint Corp. (“The Joint”), its variable interest entities (“VIEs”), and its wholly owned subsidiary, The Joint Corporate Unit No. 1, LLC (collectively, the “Company”). The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments which are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Such unaudited interim condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with The Joint Corp. and Subsidiary and Affiliates consolidated financial statements and the notes thereto as set forth in The Joint’s Form 10-K, which included all disclosures required by U.S. GAAP. The results of operations for the periods ended March 31, 2022 and 2021 are not necessarily indicative of expected operating results for the full year. The information presented throughout the document as of and for the periods ended March 31, 2022 and 2021 is unaudited.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets, liabilities, revenue, costs, expenses and other (expenses) income that are reported in the condensed consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company 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 1, "Nature of Operations and Summary of Significant Accounting Policies".
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of The Joint and its wholly owned subsidiary, The Joint Corporate Unit No. 1, LLC, which was dormant for all periods presented. The Company consolidates VIEs in which the Company is the primary beneficiary in accordance with Accounting Standards Codification 810, Consolidations (“ASC 810”). Non-controlling interests represent third-party equity ownership interests in VIEs. All significant inter-affiliate accounts and transactions between The Joint and its VIEs have been eliminated in consolidation.
Comprehensive Income
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Net income and comprehensive income are the same for the three months ended March 31, 2022 and 2021.
Nature of Operations
The Joint Corp., a Delaware corporation, was formed on March 10, 2010 for the principal purpose of franchising and developing chiropractic clinics, 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 regulated by the Federal Trade Commission and various state authorities.
The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed clinics for the three months ended March 31, 2022 and 2021:
Three Months Ended
March 31,
Franchised clinics:20222021
Clinics open at beginning of period610 515 
Opened during the period27 12 
Sold during the period  
Closed during the period(1) 
Clinics in operation at the end of the period636 527 
Three Months Ended
March 31,
Company-owned or managed clinics:20222021
Clinics open at beginning of period96 64 
Opened during the period4 1 
Acquired during the period  
Closed during the period  
Clinics in operation at the end of the period100 65 
Total clinics in operation at the end of the period736 592 
Clinic licenses sold but not yet developed239 223 
Executed letters of intent for future clinic licenses39 37 
Variable Interest Entities
Certain states prohibit the “corporate practice of chiropractic,” which restricts business corporations from practicing chiropractic care by exercising control over clinical decisions by chiropractic doctors. In states which prohibit the corporate practice of chiropractic, the Company typically enters into long-term management agreements with professional corporations (“PCs”) that are owned by licensed chiropractic doctors, which, in turn, employ or contract with doctors who provide professional chiropractic care in its clinics. Under these management agreements with PCs, the Company provides, on an exclusive basis, all non-clinical services of the chiropractic practice. The Company has entered into such management agreements with two PCs, including one in North Carolina, in connection with the acquisitions on April 1, 2021 and November 1, 2021. An entity deemed to be the primary beneficiary of a VIE is required to consolidate the VIE in its financial statements. An entity is deemed to be the primary beneficiary of a VIE if it has both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb the majority of losses of the VIE or the right to receive the majority of benefits from the VIE. In accordance with relevant accounting guidance, these PCs were determined to be VIEs. Such PCs are VIEs, as fees paid by the PCs to the Company as its management service provider are considered variable interests because 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. Additionally, the Company has determined that it has the ability to direct the activities that most significantly impact the
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performance of these PCs and have an obligation to absorb losses or receive benefits which could potentially be significant to the PCs. Accordingly, the PCs are variable interest entities for which the Company is the primary beneficiary and are consolidated by the Company. The carrying amount of the VIEs’ assets and liabilities were immaterial as of March 31, 2022, and December 31, 2021, except for their payroll liability balances and amounts collected in advance for membership and wellness packages, which are recorded as deferred revenue. The VIEs’ payroll liability balances as of March 31, 2022, and December 31, 2021 were $0.7 million and $0.4 million, respectively. The VIE's deferred revenue liability balances as of March 31, 2022, and December 31, 2021 were $3.6 million and $3.5 million, respectively.
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 no cash equivalents as of March 31, 2022 and December 31, 2021.
Restricted Cash
Restricted cash relates to cash that franchisees and company-owned or managed clinics contribute to the Company’s National Marketing Fund and cash that franchisees provide to various voluntary regional Co-Op Marketing Funds. Cash contributed by franchisees to the National Marketing Fund is to be used in accordance with the Company’s Franchise Disclosure Document with a focus on regional and national marketing and advertising. While such cash balance is not legally segregated and restricted as to withdrawal or usage, the Company's accounting policy is to classify these funds as restricted cash.
Accounts Receivable
Accounts receivable primarily represent amounts due from franchisees for royalty fees. The Company records an allowance for credit losses as a reduction to its accounts receivables for amounts that the Company does not expect to recover. An allowance for credit losses is determined through assessments of collectability based on historical trends, the financial condition of the Company’s franchisees, including any known or anticipated bankruptcies, and an evaluation of current economic conditions, as well as the Company’s expectations of conditions in the future. Actual losses ultimately could differ materially in the near term from the amounts estimated in determining the allowance. As of March 31, 2022 and December 31, 2021, the Company had an allowance for doubtful accounts of $0.
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 regional development cost of revenues when the respective revenue is recognized, which is generally over the term of the related franchise or regional development agreement.
Property and Equipment
Property and equipment are stated at cost or for property acquired as part of franchise acquisitions at fair value at the date of closing. Depreciation is computed using the straight-line method over estimated useful lives, which is generally three to ten years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the assets. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.
Capitalized Software
The Company capitalizes certain software development costs, including costs to implement cloud computing arrangements that is a service contract. These capitalized costs are primarily related to software used by clinics for operations and by the Company for the management of operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized as assets in progress until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result
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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 three to five years. Implementation costs incurred in connection with a cloud computing arrangement that is a service contract are included in prepaid expenses in the Company’s consolidated balance sheets.
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 clinics in the portfolio. The Company recognizes a right-of-use ("ROU") asset and lease liability for all leases. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and, as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the right-of-use asset and lease liability. 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. Variable lease payments, such as percentage rentals based on location sales, periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred and are also included in general and administrative expenses on the consolidated income statements.
Intangible Assets
Intangible assets consist primarily of re-acquired franchise and regional developer rights and customer relationships. The Company amortizes the fair value of re-acquired franchise rights over the remaining contractual terms of the re-acquired franchise rights at the time of the acquisition, which generally range from one to nine years. In the case of regional developer rights, the Company generally amortizes the re-acquired regional developer rights over one to seven years. The fair value of customer relationships is amortized over their estimated useful life of two to four years.
Goodwill
Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired in the acquisitions of franchises. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. 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 reduce the fair value of a reporting unit below its carrying value.
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to estimated undiscounted future cash flows in its assessment of whether or not long-lived assets are recoverable. The Company records an impairment loss when the carrying amount of the asset is not recoverable and exceeds its fair value. During the three months ended March 31, 2021, certain operating lease right-of-use assets related to closed clinics with a total carrying amount of $0.5 million were written down to their fair value of $0.4 million. As a result, the Company recorded a noncash impairment loss of approximately $0.1 million during the three months ended March 31, 2021. No impairments of long-lived assets were recorded for the three months ended March 31, 2022.
Advertising Fund
The Company has established an advertising fund for 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
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included in restricted cash on its consolidated balance sheets. As amounts are expended from the fund, the Company recognizes a related expense. Such costs are included in selling and marketing expenses on the consolidated income statements.
Co-Op Marketing Funds
Some franchises have established regional Co-Ops for advertising within their local and regional markets. The Company maintains a custodial relationship under which the Co-Op Marketing Funds collected are segregated and used for the purposes specified by the Co-Ops’ officers. The Co-Op Marketing Funds are included in restricted cash on the Company’s consolidated balance sheets.
Revenue Recognition
The Company generates revenue primarily through its company-owned and managed clinics and through royalties, franchise fees, advertising fund contributions, IT related income and computer software fees from its franchisees.
Revenues from Company-Owned or Managed Clinics. The Company earns revenues from clinics that it owns and operates or manages throughout the United States. 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. Any 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 prepaid treatment plans for which the Company has an ongoing performance obligation. The Company derecognizes this contract liability, and recognizes revenue, as the patient consumes his or her visits related to the package and the Company transfers its services. If the Company determines that it is not subject to unclaimed property laws for the portion of wellness package that it does not expect to be redeemed (referred to as “breakage”) then it recognizes breakage revenue in proportion to the pattern of exercised rights by the patient.
Royalties and Advertising Fund Revenue. The Company collects royalties from its 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 revenue accounting standard provides an exception for the recognition of sales-based royalties promised in exchange for a license (which generally requires reporting entity to estimate the amount of variable consideration to which it will be entitled in the transaction price). As 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, such royalties are recognized as franchisee clinic level sales occur. Royalties are collected semi-monthly, two working days after each sales period has ended.
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. Renewal franchise fees, as well as transfer fees, are also recognized as revenue on a straight-line basis over the term of the respective franchise agreement.
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 straight-line basis over the term of the respective franchise agreement.
Regional Developer Fees. The Company has a regional developer program where regional developers are granted an exclusive geographical territory and commit to a minimum development obligation within that defined territory. Regional developer fees paid to the Company are non-refundable and are recognized as revenue ratably on a straight-line basis over the term of the regional developer agreement, which is considered to begin upon the execution of the agreement. The Company’s services under regional developer agreements include site selection, grand opening support for the clinics, sales support for identification of qualified franchisees, general operational support and marketing support to advertise for ownership opportunities. The services provided by the Company are highly interrelated with the development of the territory and the resulting franchise licenses sold by the regional developer and as such are considered to represent a single performance obligation. In addition, regional developers receive fees which are funded by the initial franchise fees collected from franchisees upon the sale of franchises within their exclusive geographical territory and a royalty of 3% of sales generated by franchised clinics in their exclusive geographical
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territory. Initial 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. This 3% fee 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 did not enter into any new regional developer agreements during the three months ended March 31, 2022.
Capitalized Sales Commissions. Sales commissions earned by the regional developers and the Company’s sales force are considered incremental and recoverable costs of obtaining a franchise agreement with a franchisee. These costs are deferred and then amortized as the respective franchise fees are recognized ratably on a straight-line basis over the term of the franchise agreement.
Advertising Costs
Advertising costs are 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 $1,214,412 and $850,656 for the three months ended March 31, 2022, and 2021, respectively.
Income Taxes
Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date pre-tax income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected pre-tax income for the year and permanent differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes.
(Loss) Earnings per Common Share
Basic (loss) earnings per common share is computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted (loss) earnings per common share is computed by giving effect to all potentially dilutive common shares including restricted stock and stock options.
Three Months Ended
March 31,
20222021
Net (loss) income$(205,797)$2,314,287 
Weighted average common shares outstanding - basic14,432,652 14,178,542 
Effect of dilutive securities:
Unvested restricted stock and stock options 676,267 
Weighted average common shares outstanding - diluted14,432,652 14,854,809 
Basic (loss) earnings per share$(0.01)$0.16 
Diluted (loss) earnings per share$(0.01)$0.16 
The following common stock equivalents were excluded from the computation of diluted (loss) earnings per share for the periods presented because including them would have been antidilutive:
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Three Months Ended
March 31,
Weighted average dilutive securities:20222021
Restricted stocks7,447 1,698 
Stock options502,107 14,801 
Stock-Based Compensation
The Company accounts for share-based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. The Company determines the estimated grant-date fair value of restricted shares using the closing price on the date of the grant and the grant-date fair value of stock options using the Black-Scholes-Merton model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. The Company recognizes compensation costs ratably over the period of service using the straight-line method. 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.
Loss Contingencies
ASC Topic 450 governs the disclosure of loss contingencies and accrual of loss contingencies in respect of litigation and other claims. The Company records an accrual for a potential loss when it is probable that a loss will occur and the amount of the loss can be reasonably estimated. When the reasonable estimate of the potential loss is within a range of amounts, the minimum of the range of potential loss is accrued, unless a higher amount within the range is a better estimate than any other amount within the range. Moreover, even if an accrual is not required, the Company provides additional disclosure related to litigation and other claims when it is reasonably possible (i.e., more than remote) that the outcomes of such litigation and other claims include potential material adverse impacts on the Company. Legal costs to be incurred in connection with a loss contingency are expensed as such costs are incurred.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Items subject to significant estimates and assumptions include the allowance for credit losses, loss contingencies, share-based compensations, useful lives and realizability of long-lived assets, deferred revenue and revenue recognition related to breakage, deferred franchise costs, calculation of ROU assets and liabilities related to leases, realizability of deferred tax assets, impairment of goodwill, intangible assets, other long-lived assets, and purchase price allocations and related valuations.
Recent Accounting Pronouncements Adopted and Not Yet Adopted

In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company adopted Topic 326 on December 31, 2021 and the adoption had no impact on the Company’s consolidated financial statements. 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 expected on the Company's financial statements upon future adoption.
Note 2: Revenue Disclosures
Company-owned or Managed Clinics
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The Company earns revenues from clinics that it owns and operates or manages throughout the United States.  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 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 36 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 the franchisee with access to the brand’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 single performance obligation.
The transaction price in a standard franchise arrangement primarily consists of (a) initial franchise fees; (b) continuing franchise fees (royalties); (c) advertising fees; and (d) software fees. The revenue accounting standard provides an exception for the recognition of sales-based royalties promised in exchange for a license (which otherwise requires reporting entity to estimate the amount of variable consideration to which it will be entitled in the transaction price).
The Company recognizes the primary components of the transaction price as follows:
Initial and renewal franchise fees, as well as transfer fees, are recognized as revenue ratably on a straight-line basis over the term of the respective franchise agreement commencing with the execution of the franchise, renewal, or transfer agreement. As these fees are typically received in cash at or near the beginning of the contract term, the cash received is initially recorded as a contract liability until recognized as revenue over time.
The Company is entitled to royalties and advertising fees based on a percentage of the franchisee's gross sales as defined in the franchise agreement. Royalty and advertising revenue are recognized when the franchisee's sales occur. Depending on timing within a fiscal period, the recognition of revenue results in either what is considered a contract asset (unbilled receivable) or, once billed, accounts receivable, on the balance sheet.
The Company is entitled to a software fee, which is charged monthly. The Company recognizes revenue related to software fees ratably on a straight-line basis over the term of the franchise agreement.
In determining the amount and timing of revenue from contracts with customers, the Company exercises significant judgment with respect to collectability of the amount; however, the timing of recognition does not 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 believes 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.
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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.
Capitalized Sales Commissions
Sales commissions earned by the regional developers and the Company’s sales force are considered incremental and recoverable costs of obtaining a franchise agreement with a franchisee. These costs are deferred and then amortized as the respective franchise fees are recognized ratably on a straight-line basis over the term of the franchise agreement.
Disaggregation of Revenue
The Company believes that the captions contained on the condensed consolidated income statements appropriately reflect the disaggregation of its revenue by major type for the three months ended March 31, 2022 and 2021. Other revenues primarily consist of preferred vendor royalties associated with franchisees' credit card transactions.
Rollforward of Contract Liabilities and Contract Assets
Changes in the Company's contract liability for deferred franchise and regional development fees during the three months ended March 31, 2022 were as follows:
Deferred Revenue
short and long-term
Balance at December 31, 2021$18,650,813 
Revenue recognized that was included in the contract liability at the beginning of the year(833,633)
Net increase during the three months ended March 31, 2022723,812 
Balance at March 31, 2022$18,540,992 
The Company's deferred franchise and development costs represent capitalized sales commissions. Changes during the three months ended March 31, 2022 were as follows:
Deferred Franchise and Development Costs
short and long-term
Balance at December 31, 2021$6,500,007 
Recognized as cost of revenue during the year(261,789)
Net increase during the three months ended March 31, 2022348,481 
Balance at March 31, 2022$6,586,699 
The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of March 31, 2022:
Contract liabilities expected to be recognized inAmount
2022 (remainder)$2,400,777 
20232,942,332 
20242,481,706 
20252,284,526 
20262,181,117 
Thereafter6,250,534 
Total$18,540,992 
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Note 3: Property and Equipment
Property and equipment consist of the following:
March 31,
2022
December 31,
2021
Office and computer equipment$3,908,479 $3,704,425 
Leasehold improvements13,903,974 13,457,765 
Software developed5,438,511 5,044,339 
Finance lease assets267,252 267,252 
23,518,216 22,473,780 
Accumulated depreciation and amortization(10,084,892)(9,184,932)
13,433,324 13,288,847 
Construction in progress1,447,618 1,100,099 
Property and equipment, net$14,880,942 $14,388,946 
Depreciation expense was $879,127 and $376,465 for the three months ended March 31, 2022 and 2021, respectively.
Amortization expense related to finance lease assets was $21,797 and $19,913 for the three months ended March 31, 2022 and 2021, respectively.
Construction in progress at March 31, 2022 and December 31, 2021 principally relates to development and construction costs for the Company-owned or managed clinics
Note 4: Fair Value Measurements
The Company’s financial instruments include cash, restricted cash, accounts receivable, notes receivable, accounts payable, accrued expenses and notes payable. The carrying amounts of its financial instruments approximate their fair value due to their short maturities. 
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 3:    Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
As of March 31, 2022, and December 31, 2021, the Company did not have any financial instruments that were measured on a recurring basis as Level 1, 2 or 3.
The Company’s non-financial assets, which primarily consist of goodwill, intangible assets, property, plant and equipment, and operating lease right-of-use assets, are not required to be measured at fair value on a recurring basis, and instead are reported at their carrying amount. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying amount may not be fully recoverable (and at least annually for goodwill), non-financial assets are assessed for impairment. If the
15

fair value is determined to be lower than the carrying amount, an impairment charge is recorded to write down the asset to its fair value, which is considered Level 3 within the fair value hierarchy.
During the three months ended March 31, 2021, certain operating lease right-of-use assets related to closed clinics with a total carrying amount of $0.5 million were written down to their fair value of $0.4 million. Fair value of the Company's operating lease right-of-use assets was determined based on the discounted cash flows of the estimated market rents. As a result, the Company recorded a noncash impairment loss of approximately $0.1 million during the three months ended March 31, 2021. No impairments of long-lived assets were recorded for the three months ended March 31, 2022.
Note 5: Intangible Assets
On March 18, 2022, the Company entered into an agreement under which the Company repurchased the right to develop franchises in various counties in New Jersey. The total consideration for the transaction was $250,000. The Company carried a deferred revenue balance associated with this transaction of $95,197, representing the unrecognized 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 $154,803 as reacquired development rights on March 18, 2022, which is amortized over the remaining original contract period of approximately 5.5 years.
Intangible assets consist of the following:
As of March 31, 2022
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Value
Intangible assets subject to amortization:
Reacquired franchise rights$6,795,865 $(3,468,788)$3,327,077 
Customer relationships2,603,006 (1,700,012)902,994 
Reacquired development rights4,561,024 (4,008,114)552,910 
Assembled workforce59,311 (12,351)46,960 
$14,019,206 $(9,189,265)$4,829,941 
As of December 31, 2021
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Value
Intangible assets subject to amortization:
Reacquired franchise rights$6,795,865 $(3,153,037)$3,642,828 
Customer relationships2,603,006 (1,587,443)1,015,563 
Reacquired development rights4,406,221 (3,715,594)690,627 
Assembled workforce59,311 (4,939)54,372 
$13,864,403 $(8,461,013)$5,403,390 
Amortization expense related to the Company’s intangible assets was $728,252 and $773,488 for the three months ended March 31, 2022 and 2021, respectively.
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Estimated amortization expense for 2022 and subsequent years is as follows:
Amount
2022 (remainder)$1,563,440 
20231,233,884 
2024666,142 
2025386,006 
2026286,602 
Thereafter$693,867 
Total$4,829,941 

Note 6: Debt
Credit Agreement
On February 28, 2020, the Company entered into a Credit Agreement (the “Credit Agreement”), with JPMorgan Chase Bank, N.A., individually, and as Administrative Agent and Issuing Bank (“JPMorgan Chase” or the “Lender”). The Credit Agreement provided for senior secured credit facilities (the "Credit Facilities") in the amount of $7,500,000, including a $2,000,000 revolver (the "Revolver") and $5,500,000 development line of credit (the "Line of Credit"). The Revolver included 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 were due on February 28, 2022.
On February 28, 2022, the Company entered into an amendment to its Credit Facilities (as amended, the “2022 Credit Facility”) with the Lender. Under the 2022 Credit Facility, the Revolver increased to $20,000,000 (from $2,000,000), the portion of the Revolver available for letters of credit increased to $5,000,000 (from $1,000,000), the uncommitted additional amount increased to $30,000,000 (from $2,500,000) and the developmental line of credit of $5,500,000 was terminated. The Revolver will be used for working capital needs, general corporate purposes and for acquisitions, development and capital improvement uses. At the option of the Company, borrowings under the 2022 Credit Facility bear interest at: (i) the adjusted SOFR rate, plus 0.10%, plus 1.75%, payable on the last day of the selected interest period of one, three or six months, and on the three month anniversary of the beginning of any six month interest period, if applicable; or (ii) an Alternative Base Rate (ABR), plus 1.00%, payable monthly. The ABR is the greatest of: (A) the prime rate (as published by the Wall Street Journal), (B) the Federal Reserve Bank of New York rate, plus 0.5%, and (C) the adjusted one-month term SOFR rate. Amounts outstanding under the Revolver on February 28, 2022 continued to bear interest at the rate selected under the Credit Facilities prior to the amendment until the last day of the interest period in effect, at which time, if not repaid, the amounts outstanding under the Revolver will bear interest at the 2022 Credit Facility rate. As a result of this refinance, $2,000,000 of current maturity of long-term debt has been reclassified to long-term as of December 31, 2021. The 2022 Credit Facility will terminate and all principal and interest will become due and payable on the fifth anniversary of the amendment (February 28, 2027).

The Credit Facilities contain customary events of default, including but not 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 Credit 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 Facilities. If an event of default occurs and is continuing, the lenders could elect to declare all amounts then outstanding, together with accrued interest, to be immediately due and payable. The Credit Facilities are collateralized by substantially all of the Company’s assets, including the assets in the Company’s company-owned or managed clinics. The interest rate on funds borrowed under the Revolver as of March 31, 2022 was 2.25%. As of March 31, 2022, the Company was in compliance with all applicable financial and non-financial covenants under the Credit Agreement and $2,000,000 remains outstanding as of March 31, 2022.

Paycheck Protection Program Loan

On April 10, 2020, the Company received 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
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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 had a maturity date of April 11, 2022 and bore interest at a rate of 0.98% per annum. 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 prepayment penalty, in accordance with the terms of the PPP loan.
Note 7: Stock-Based Compensation 
The Company grants stock-based awards under its 2014 Incentive Stock Plan (the “2014 Plan”). The shares issued as a result of stock-based compensation transactions generally have been funded with the issuance 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 options; (ii) incentive stock options; (iii) stock appreciation rights; (iv) restricted stock; and (v) restricted stock units. Each award granted under the 2014 Plan is subject to an award agreement that incorporates, as applicable, the exercise price, the term 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 under the 2014 Plan are classified as equity awards, which are recorded in stockholders’ equity in the Company’s consolidated balance sheets. Through December 31, 2021, the Company has granted under the 2014 Plan (i) non-qualified stock options; (ii) incentive stock options; and (iii) restricted stocks. There were no stock appreciation rights and restricted stock units granted under the 2014 Plan as of March 31, 2022.
Stock Options
The Company’s closing 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, 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 to calculate the expected term of stock option grants to employees as the 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 utilizing such method. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected stock option term. Forfeitures are estimated based on historical and forecasted turnover, which is approximately 5%.
The Company did not grant options during the three months ended March 31, 2022. The Company has computed the fair value of all options granted using the Black-Scholes-Merton model during the three months ended March 31, 2021 using the following assumptions:
March 31,
2021
Expected volatility57%
Expected dividendsNone
Expected term (years)7
Risk-free rate0.97%
Forfeiture rate5%
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The information below summarizes the stock options activity for the three months ended March 31, 2022:
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual Life
(Years)
Outstanding at December 31, 2021595,089 $9.72 5.9
Granted  
Exercised(4,972)9.98 
Cancelled(2,418)25.81 
Outstanding at March 31, 2022587,699 $9.65 5.6
Exercisable at March 31, 2022473,229 $6.55 5.1
For the three months ended March 31, 2022 and 2021, stock-based compensation expense for stock options was $171,003 and $150,879, respectively. 
Restricted Stock
Restricted stocks granted to employees generally vest in four equal annual installments. Restricted stocks granted to non-employee directors typically vest in full one year after the date of grant.
The information below summarizes the restricted stock activity for the three months ended March 31, 2022:
Restricted Stock AwardsSharesWeighted Average
Grant-Date Fair
Value per Award
Non-vested at December 31, 202127,720 $28.51 
Granted35,333 41.54 
Vested(6,667)19.05 
Cancelled  
Non-vested at March 31, 202256,386 $37.79 
For the three months ended March 31, 2022 and 2021, stock-based compensation expense for restricted stock was $152,553 and $95,615, respectively.
Note 8: Income Taxes

During the three months ended March 31, 2022 and 2021, the Company recorded income tax expense (benefit) of $13,224 and $(364,148), respectively. The Company’s effective tax rate differs from the federal statutory tax rate due to permanent differences and state taxes. The Company’s negative effective tax rate for the three months ended March 31, 2022 is primarily due to the pre-tax income reported by the Joint Corp., without the VIE. The negative effective tax rate for the three months ended March 31, 2021 was primarily driven by excess tax benefits from exercise of stock options.
Note 9: Commitments and Contingencies
Leases
The table below summarizes the components of lease expense and income statement location for the three months ended March 31, 2022 and 2021:

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Line Item in the
Company’s Condensed Consolidated
Income Statements
Three Months Ended
March 31, 2022
Three Months Ended
March 31, 2021
Finance lease costs:
Amortization of assetsDepreciation and amortization$21,797 $19,913 
Interest on lease liabilitiesOther expense, net1,437 2,623 
Total finance lease costs23,234 22,536 
Operating lease costsGeneral and administrative expenses1,353,676 $941,037 
Total lease costs$1,376,910 $963,573 
Supplemental information and balance sheet location related to leases is as follows:
March 31, 2022December 31, 2021
Operating Leases:
Operating lease right-of -use asset$18,927,052$18,425,914
Operating lease liability - current portion$4,872,292$4,613,843
Operating lease liability - net of current portion17,184,69616,872,093
Total operating lease liability$22,056,988$21,485,936
Finance Leases:
Property and equipment, at cost$267,252$267,252
Less accumulated amortization(169,733)(147,937)
Property and equipment, net$97,519$119,315
Finance lease liability - current portion34,47949,855
Finance lease liability - net of current portion81,92887,939
Total finance lease liabilities$116,407$137,794
Weighted average remaining lease term (in years):
Operating leases5.45.4
Finance lease3.83.6
Weighted average discount rate:
Operating leases4.4 %4.6 %
Finance leases4.5 %4.8 %
Supplemental cash flow information related to leases is as follows:
Three Months Ended March 31, 2022Three Months Ended March 31, 2021
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases$1,397,213 $979,349 
Operating cash flows from finance leases1,437 2,623 
Financing cash flows from finance leases21,387 18,238 
Non-cash transactions: ROU assets obtained in exchange for lease liabilities
Operating lease$1,508,371 $2,191,809 
Finance lease 6,141 
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Maturities of lease liabilities as of March 31, 2022 are as follows:
Operating LeasesFinance Lease
2022 (remainder)$4,324,014 $31,547 
20235,156,450 27,600 
20244,603,382 27,600 
20254,134,635 27,600 
20262,291,865 11,500 
Thereafter4,084,024  
Total lease payments$24,594,370 $125,847 
Less: Imputed interest(2,537,382)(9,440)
Total lease obligations22,056,988 116,407 
Less: Current obligations(4,872,292)(34,479)
Long-term lease obligation$17,184,696 $81,928 
During the first quarter of 2022, the Company entered into various operating leases that have not yet commenced for spaces to be used by the Company’s new corporate clinics. These leases are expected to result in additional ROU assets and liabilities of approximately $1.9 million. These leases are expected to commence during the second and the third quarter of 2022, with lease terms of five to ten years.
Litigation
In the normal course of business, the Company is party to litigation and claims from time to time. The Company maintains insurance to cover certain litigation and claims.
Note 10: Segment Reporting
An operating segment is defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”) to evaluate performance and make operating decisions. The Company has identified its CODM as the Chief Executive Officer.
The Company has two operating business segments and one non-operating business segment. The Corporate Clinics segment is composed of the operating activities of the company-owned or managed clinics. As of March 31, 2022, the Company operated or managed 100 clinics under this segment. The Franchise Operations segment is composed of the operating activities of the franchise business unit. As of March 31, 2022, the franchise system consisted of 636 clinics in operation. Corporate is a non-operating segment that develops and implements strategic initiatives and supports the Company’s two operating business segments by centralizing key administrative functions such as finance and treasury, information technology, insurance and risk management, legal 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 two operating business segments.
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Three Months Ended
March 31,
Revenues:20222021
Corporate clinics$12,606,999 $9,466,083 
Franchise operations9,831,539 8,081,882 
Total revenues$22,438,538 $17,547,965 
Depreciation and amortization:
Corporate clinics1,376,196 1,093,833 
Franchise operations173,487 342 
Corporate administration79,493 75,691 
Total depreciation and amortization$1,629,176 $1,169,866 
Segment operating (loss) income:
Corporate clinics$(438,064)$1,349,057 
Franchise operations4,403,238 3,847,773 
Total segment operating income$3,965,174 $5,196,830 
Reconciliation of total segment operating income to consolidated earnings before income taxes:
Total segment operating income$3,965,174 $5,196,830 
Unallocated corporate(4,141,600)(3,225,154)
Consolidated (loss) income from operations(176,426)1,971,676 
Other expense, net16,147 21,537 
(Loss) income before income tax benefit$(192,573)$1,950,139 
Segment assets:March 31,
2022
December 31,
2021
Corporate clinics$41,328,616 $40,722,898 
Franchise operations12,844,30312,593,912
Total segment assets54,172,919