JYNT Joint Corp

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Supplemental cash flow disclosures:

The following table represents supplemental cash flow disclosures and non-cash investing and financing activities:

			Six Months Ended June 30,
			2023						2022
Net cash paid for:
Interest			$	127,481					$	23,982
Income taxes			$	59,989					$	59,271
Non-cash investing and financing activity:
Unpaid purchases of property and equipment			$	79,871					$	450,072
Non-cash investment in acquisition of franchised clinics			$	28,997					$	70,484

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Basis of Presentation

These unaudited financial statements represent the condensed consolidated financial statements of The Joint Corp. (“The Joint”), which includes 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 condensed consolidated interim 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 GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim 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 Amended and Restated Form 10-K as of and for the year ended December 31, 2022, filed with the SEC on [September 13, 2023] (“Form 10-K/A”), which included all disclosures required by GAAP. The results of operations for the periods ended June 30, 2023 and 2022 are not necessarily indicative of expected operating results for the full year. The information presented throughout the document as of and for the three and six-month periods ended June 30, 2023 and 2022 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

Net income was the same as comprehensive income for the three and six months ended June 30, 2023 and 2022.

Restatement of Previously Issued Interim Consolidated Financial Statements (Unaudited and Restated)

Subsequent to the issuance of the Company's consolidated financial statements as of and for the year ended December 31, 2022, included in the Form 10-K filed with the SEC on March 10, 2023, the following errors were identified:

–The Company has historically recorded the re-acquired Regional Developer Rights as an intangible asset and amortized the re-acquired Regional Developer Rights over the contractual terms under the RD Agreement remaining at the time of the re-acquisition. The Company has concluded that this treatment was incorrect in accordance with U.S. GAAP. The Company should not have capitalized the re-acquired Regional Developer Rights but instead should have recognized the full cost of the re-acquisition as an expense in the respective period.

–The Company has historically recorded the upfront fee paid by the regional developer as a deferred liability, which was then recognized ratably to revenue as the regional developer performed various service obligations. However, the Company concluded that the deferred liability should be ratably recognized against cost of revenue as an offset against future commissions instead of revenue.

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–The Company has historically charged the VIEs a management fee for the benefit of the Company providing non-clinical administrative services needed by the professional corporation chiropractic practice. The economic compensation or profitability resulting from an intercompany transaction between two or more parties is based on each party’s relative contribution to the economic activity under analysis. The standalone professional corporations have not historically been profitable from an income tax perspective and are fully valuing their deferred tax assets and related attributes for ASC 740 purposes. The professional corporations' earned annual losses were not consistent with their function, risk, and asset profile for transfer pricing. As such, the Company has estimated transfer pricing adjustments which were computed based on assumed targets of profitability. The resulting operating profit, after incorporating estimated transfer pricing adjustments, were further used as a means for computing overall potential tax exposure and correlative benefit.

The Company assessed the impact of these errors on its previously issued interim financial statements and determined them to be quantitatively and qualitatively material to the period ending June 30, 2022 based on its analysis of Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”. These errors have been corrected in the consolidated balance sheets as of December 31, 2022 and 2021 and the consolidated income statements, statements of changes in stockholders’ equity, and statements of cash flows for the years then ended.

The following table summarizes the effect of the errors on the Company’s consolidated balance sheet as of June 30, 2022:

			June 30, 2022												June 30, 2022
			As Previously Reported						Adjustments						As Restated
Intangible assets, net			$	9,114,701					$	(2,356,584)					$	6,758,117
Deferred tax assets			9,116,248						3,202,634						12,318,882
Total assets			86,235,794						846,050						87,081,844
Current liabilities:
Deferred franchise and regional development fee revenue, current portion			2,981,534						(2,981,534)						—
Deferred franchise fee revenue, current portion			—						2,393,993						2,393,993
Upfront regional developer fees, current portion			—						587,541						587,541
Other current liabilities			558,250						49,022						607,272
Total current liabilities			20,238,810						49,022						20,287,832
Deferred franchise and regional development fee revenue, net of current portion			15,447,554						(15,447,554)						—
Deferred franchise fee revenue, net of current portion			—						13,584,091						13,584,091
Upfront regional developer fees, net of current portion			—						1,863,463						1,863,463
Other liabilities			27,230						1,064,565						1,091,795
Total liabilities			55,752,399						1,113,587						56,865,986
Accumulated deficit			(13,380,196)						(267,537)						(13,647,733)
Total The Joint Corp. stockholders' equity			30,458,395						(267,537)						30,190,858
Total equity			30,483,395						(267,537)						30,215,858
Total liabilities and stockholders' equity			86,235,794						846,050						87,081,844

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The following table summarizes the effect of the errors on the Company’s consolidated income statement for the three and six months ended June 30, 2022:

			As Previously Reported									Adjustments									As Restated
			Three Months Ended June 30, 2022			Six Months Ended June 30, 2022						Three Months Ended June 30, 2022			Six Months Ended June 30, 2022						Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
Revenues:
Regional developer fees			$	169,953		$	371,740					$	(169,953)		$	(371,740)					$	—		$	—
Total revenues			25,057,318			47,495,856						(169,953)			(371,740)						24,887,365			47,124,116
Cost of revenues:
Franchise and regional developer cost of revenues			2,074,889			4,077,701						(169,953)			(371,740)						1,904,936			3,705,961
Total cost of revenues			2,427,045			4,739,816						(169,953)			(371,740)						2,257,092			4,368,076
Depreciation and amortization			1,700,476			3,329,653						(238,606)			(531,126)						1,461,870			2,798,527
General and administrative expenses			16,528,022			31,906,644						2,042,279			2,197,082						18,570,301			34,103,726
Total selling, general and administrative expenses			22,068,222			42,363,509						1,803,673			1,665,956						23,871,895			44,029,465
Income from operations			473,207			296,782						(1,803,673)			(1,665,956)						(1,330,466)			(1,369,174)
Income before income tax expense (benefit)			453,921			261,348						(1,803,673)			(1,665,956)						(1,349,752)			(1,404,608)
Income tax expense (benefit)			109,179			122,403						(587,063)			(659,363)						(477,884)			(536,960)
Net income (loss)			344,742			138,945						(1,216,610)			(1,006,593)						(871,868)			(867,648)
Earnings per share:
Basic earnings (loss) per share			$	0.02		$	0.01					$	(0.08)		$	(0.07)					$	(0.06)		$	(0.06)
Diluted earnings (loss) per share			$	0.02		$	0.01					$	(0.08)		$	(0.07)					$	(0.06)		$	(0.06)

The following table summarizes the effect of the errors on the Company’s consolidated statements of stockholders' equity as of June 30, 2022, March 31, 2022 and December 31, 2021:

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			Accumulated Deficit						Total The Joint Corp. stockholder's equity						Total Equity
Balances, December 31, 2021 (as previously reported)			$	(13,519,142)					$	29,544,627					$	29,569,627
Adjustment due to cumulative error correction			739,057						739,057						739,057
Balances, December 31, 2021 (as restated)			$	(12,780,085)					$	30,283,684					$	30,308,684
Balances, March 31, 2022 (as previously reported)			$	(13,724,938)					$	29,709,412					$	29,734,412
Adjustment due to cumulative error correction			949,073						949,073						949,073
Balances, March 31, 2022			$	(12,775,865)					$	30,658,485					$	30,683,485
Balances, June 30, 2022 (as previously reported)			$	(13,380,196)					$	30,458,395					$	30,483,395
Adjustment due to cumulative error correction			(267,537)						(267,537)						(267,537)
Balances, June 30, 2022 (as restated)			$	(13,647,733)					$	30,190,858					$	30,215,858

The following table summarizes the effect of the errors on the Company’s consolidated statement of cash flows for the six-month period ended June 30, 2022:

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			Six Months Ended June 30, 2022												Six Months Ended June 30, 2022
			As Previously Reported						Adjustments						As Restated
Cash flows from operating activities:
Net income (loss)			$	138,945					(1,006,593)						$	(867,648)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			3,329,653						(531,126)						2,798,527
Deferred income taxes			72,386						(904,469)						(832,083)
Changes in operating assets and liabilities:
Upfront regional developer fees			—						(824,658)						(824,658)
Deferred revenue			492,473						371,740						864,213
Other liabilities			404,329						245,106						649,435
Net cash provided by (used in) operating activities			1,465,160						(2,650,000)						(1,184,840)
Cash flows from investing activities:
Reacquisition and termination of regional developer rights			(2,650,000)						2,650,000						—
Net cash used in investing activities			(11,414,961)						2,650,000						(8,764,961)
Decrease in cash			(9,876,748)						—						(9,876,748)

Correction of Immaterial Error

During the second quarter of 2023, the Company identified immaterial errors related to the first quarter of 2023 in the following: (i) the accounting for upfront regional developer fees as revenue as opposed to a reduction of cost of revenue, and (ii) the accounting for uncertain tax positions related to the Joint and VIEs transfer pricing calculation for income tax purposes.

The table below sets forth the impact of the revision on the previously issued consolidated balance sheet for the interim period ended March 31, 2023.

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			March 31, 2023
			As Previously						(i)
			Reported						Adjustments						As Adjusted
ASSETS
Intangible assets, net			11,905,176						(1,914,106)						9,991,070
Deferred tax assets			7,708,323						3,486,439						11,194,762
Total assets			$	98,050,712					$	1,572,333					$	99,623,045
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Deferred franchise and regional development fee revenue, current portion			2,978,937						(2,978,937)						—
Deferred franchise fee revenue, current portion			—						2,487,795						2,487,795
Upfront regional developer fees, current portion			—						491,142						491,142
Other current liabilities			494,250						98,043						592,293
Total current liabilities			24,969,858						98,043						25,067,901
Deferred franchise and regional development fee revenue, net of current portion			15,682,833						(15,682,833)						—
Deferred franchise fee revenue, net of current portion			—						14,233,564						14,233,564
Upfront regional developer fees, net of current portion			—						1,449,270						1,449,270
Other liabilities			27,230						1,260,649						1,287,879
Total liabilities			62,948,315						1,358,693						64,307,008
Stockholders' equity:
Accumulated deficit			(10,040,856)						213,640						(9,827,216)
Total The Joint Corp. stockholders' equity			35,077,397						213,640						35,291,037
Total equity			35,102,397						213,640						35,316,037
Total liabilities and stockholders' equity			$	98,050,712					$	1,572,333					$	99,623,045

The table below sets forth the impact of the revision on the previously issued consolidated income statement for the interim period ended March 31, 2023.

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			Three Months Ended March, 31 2023												Three Months Ended March, 31 2023
			As Previously Reported						Adjustments						As Adjusted
Revenues:
Regional developer fees			$	149,478					$	(149,478)					$	—
Total revenues			28,450,298						(149,478)						28,300,820
Cost of revenues:
Franchise and regional developer cost of revenues			2,290,313						(149,478)						2,140,835
Total cost of revenues			2,624,163						(149,478)						2,474,685
Depreciation and amortization			2,342,544						(127,489)						2,215,055
General and administrative expenses			19,936,115						102,361						20,038,476
Total selling, general and administrative expenses			26,438,903						(25,128)						26,413,775
Loss from operations			(678,237)						25,128						(653,109)
Income before income tax expense (benefit)			3,142,925						25,128						3,168,053
Income tax expense			841,889						—						841,889
Net income			$	2,301,036					$	25,128					$	2,326,164
Earnings per share:
Basic earnings per share			$	0.16					$	—					$	0.16
Diluted earnings per share			$	0.15					$	0.01					$	0.16

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.

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The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed clinics for the three and six months ended June 30, 2023 and 2022:

			Three Months Ended June 30,												Six Months Ended June 30,
Franchised clinics:			2023						2022						2023						2022
Clinics open at beginning of period			740						636						712						610
Opened during the period			23						31						52						58
Sold during the period			(3)						(4)						(3)						(4)
Closed during the period			(4)						(1)						(5)						(2)
Clinics in operation at the end of the period			756						662						756						662
			Three Months Ended June 30,												Six Months Ended June 30,
Company-owned or managed clinics:			2023						2022						2023						2022
Clinics open at beginning of period			130						100						126						96
Opened during the period			3						3						7						7
Acquired during the period			3						4						3						4
Closed during the period			(2)						—						(2)						—
Clinics in operation at the end of the period			134						107						134						107
Total clinics in operation at the end of the period			890						769						890						769
Clinic licenses sold but not yet developed			171						229						171						229
Licenses for future clinics subject to executed letters of intent			43						41						43						41

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 four PCs, including one in New Jersey, in connection with the opening of company-managed clinics in April 2023. If an entity is deemed to be the primary beneficiary of a VIE, the entity 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 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

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expected losses or receive more than an insignificant amount of the VIE’s expected residual returns; and 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 performance of these PCs and has an obligation to absorb losses or receive benefits which could potentially be significant to the PCs. Accordingly, the PCs are VIEs for which the Company is the primary beneficiary and are consolidated by the Company.

VIE total revenue and general and administrative expenses for the three and six months ended June 30, 2023 and 2022 were as follows:

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
									(as restated)												(as restated)
Revenues			$	10,426,826					$	8,480,265					$	20,309,117					$	16,283,304
General and administrative expenses			4,491,638						3,720,307						9,088,906						7,133,208

The carrying amount of the VIEs’ assets and liabilities was immaterial as of June 30, 2023 and December 31, 2022, 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 and deferred revenue from company managed clinics balances as of June 30, 2023 and December 31, 2022 were as follows:

			June 30, 2023						December 31, 2022
Payroll liabilities			$	621,735					$	586,960
Deferred revenue from company managed clinics			$	4,985,654					$	4,702,044

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less at date of purchase 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 June 30, 2023 and December 31, 2022.

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 represents 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

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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 June 30, 2023 and December 31, 2022, the Company had an allowance for doubtful accounts of $0.

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 lives of the assets. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. The losses on disposed of or retired property or equipment were recorded in net loss on disposition or impairment of $144,345 and $209,815 for the three and six months ended June 30, 2023, respectively. The losses on disposed of or retired property or equipment were recorded in net loss on disposition or impairment of $88,844 and $95,749 for the three and six months ended June 30, 2022, respectively.

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 accompanying consolidated income statements.

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 and six months ended June 30, 2022, the Company recorded a noncash impairment loss of $60,580 in connection with reporting the long-lived assets held for sale at two company-managed clinics at the lower of their carrying value or fair value as of June 30, 2022.

In connection with the planned sale of a company-managed clinic, the Company reclassified $159,472 of property and equipment and $116,451 of ROU assets to Assets held for sale, and reclassified $148,846 of ROU liability and $6,776 of deferred revenue from company clinics to Liabilities to be disposed of, in the consolidated balance sheet as of June 30, 2023. Long-lived assets that meet the held for sale criteria are reported at the lower of their carrying value or fair value, less estimated costs to sell. As a result, the

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Company recorded a valuation allowance of $60,201 to adjust the carrying value of the disposal group to fair value less cost to sell during the three and six months ended June 30, 2023.

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 a reporting entity to estimate the amount of variable consideration to which it will be entitled in the transaction price). 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 therefore, 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.

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.

Regional Developer Fees

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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 amortized on a straight-line basis over the term of the regional developer agreement and recognized as a decrease to franchise cost of revenues.

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. 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 six months ended June 30, 2023 and 2022.

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 $1,977,678 and $3,578,291 for the three and six months ended June 30, 2023, respectively. Advertising expenses were $1,104,156 and $2,318,568 for the three and six months ended June 30, 2022, 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.

Earnings per Common Share

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

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			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
									(as restated)												(as restated)
Net (loss) income			$	(320,489)					$	(871,868)					$	2,005,675					$	(867,648)
Weighted average common shares outstanding - basic			14,684,035						14,475,825						14,625,435						14,454,738
Effect of dilutive securities:
Unvested restricted stock and stock options			268,328						366,991						282,158						432,500
Weighted average common shares outstanding - diluted			14,952,363						14,842,816						14,907,593						14,887,238
Basic (loss) earnings per share			$	(0.02)					$	(0.06)					$	0.14					$	(0.06)
Diluted (loss) earnings per share			$	(0.02)					$	(0.06)					$	0.13					$	(0.06)

The following common stock equivalents were excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been antidilutive:

			Three Months Ended June 30,												Six Months Ended June 30,
Weighted average dilutive securities:			2023						2022						2023						2022
Restricted stocks			—						—						—						—
Stock options			87,983						43,120						90,953						42,064

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%.

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

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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

The Company reviewed 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.

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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 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 41 states, the District of Columbia and Puerto Rico. 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 a 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.

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

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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 and six months ended June 30, 2023 and 2022. Other revenues primarily consist of preferred vendor royalties associated with franchisees' credit card transactions.

The following table shows the Company's revenues disaggregated according to the timing of transfer of services:

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
									(as restated)												(as restated)
Revenue recognized at a point in time			$	27,401,004					$	23,100,498					$	53,737,394					$	43,739,286
Revenue recognized over time			1,906,180						1,786,867						3,870,611						3,384,830
Total Revenues			$	29,307,184					$	24,887,365					$	57,608,005					$	47,124,116

Rollforward of Contract Liabilities and Contract Assets

Changes in the Company's contract liability for deferred revenue from company clinics during the six months ended June 30, 2023 were as follows:

			Deferred Revenue from company clinics
Balance at December 31, 2022			$	7,471,549
Revenue recognized that was included in the contract liability at the beginning of the year			(5,202,787)
Net increase during the six months ended June 30, 2023			5,420,686
Balance at June 30, 2023			$	7,689,448

Changes in the Company's contract liability for deferred franchise fees during the six months ended June 30, 2023 were as follows:

			Deferred Revenue short and long-term
Balance at December 31, 2022, as restated			$	16,629,735
Revenue recognized that was included in the contract liability at the beginning of the year			(1,363,506)
Net increase during the six months ended June 30, 2023			1,447,506
Balance at June 30, 2023			$	16,713,735

The Company's deferred franchise and development costs represent capitalized sales commissions. Changes during the six months ended June 30, 2023 were as follows:

			Deferred Franchise and Development Costs short and long-term
Balance at December 31, 2022			$	6,761,738
Recognized as cost of revenue during the six months ended June 30, 2023			(490,939)
Net increase during the six months ended June 30, 2022			393,665
Balance at June 30, 2023			$	6,664,464

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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 June 30, 2023:

Contract liabilities expected to be recognized in			Amount
2023 (remainder)			$	1,272,496
2024			2,459,511
2025			2,322,249
2026			2,228,012
2027			2,154,886
Thereafter			6,276,581
Total			$	16,713,735

2023 Acquisition

On May 22, 2023, the Company entered into an Asset and Franchise Purchase Agreement under which the Company repurchased from the sellers three operating franchised clinics in California (the “CA Clinics Purchase”). As of the acquisition date, the Company operates the franchises as company-managed clinics. The total purchase price for the transactions was $1,188,764 to the seller (of which $109,767 is to be paid in the third quarter of 2023)., less $28,997 of net deferred revenue, resulting in total purchase consideration of $1,159,767.

Based on the terms of the purchase agreement, the CA Clinics Purchase has been treated as an asset purchase under GAAP as there were no outputs or processes to generate outputs acquired as part of these transactions. Under an asset purchase, assets are recognized based on their cost to the acquiring entity. Cost is allocated to the individual assets acquired or liabilities assumed based on their relative fair values and does not give rise to goodwill.

The allocation of the total purchase price of the CA Clinics Purchase was as follows:

Property and equipment						$	313,995
Operating lease right-of-use asset						317,662
Intangible assets						1,004,513
Total assets acquired						1,636,170
Deferred revenue						(158,365)
Operating lease liability - current portion						(118,081)
Operating lease liability - net of current portion						(199,957)
Net purchase consideration						$	1,159,767

Intangible assets in the table above primarily consist of reacquired franchise rights of $0.7 million amortized over their estimated useful lives of six to seven years, customer relationships of $0.1 million amortized over an estimated useful life of two years, and assembled workforce of $0.2 million amortized over an estimated useful life of two years.

2022 Acquisition

On May 19, 2022, the Company entered into an Asset and Franchise Purchase Agreement under which the Company repurchased from the seller four operating franchises in Arizona (the “Acquisition”). The Company operates the franchises as company-owned clinics. The total purchase price for the transaction was $5,761,256, less $70,484 of net deferred revenue, resulting in total purchase consideration of $5,690,772. Based on the terms of the purchase agreement, the Acquisition was treated as a business combination under GAAP using the acquisition method of accounting, which requires that assets acquired and liabilities assumed

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be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

The allocation of the purchase price was as follows:

Property and equipment			$	235,558
Operating lease right-of-use asset			823,869
Intangible assets			2,983,200
Total identifiable assets acquired			4,042,627
Goodwill			2,965,375
Deferred revenue			(493,060)
Operating lease liability – current portion			(107,694)
Operating lease liability – net of current portion			(716,476)
Net purchase consideration			$	5,690,772

Intangible assets in the table above consist of re-acquired franchise rights of $2,422,500 amortized over estimated useful lives of approximately four to eight years and customer relationships of $560,700 amortized over estimated useful lives of two years. The fair value of re-acquired franchise rights are estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as assembled workforce and working capital that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. Customer relationships are also calculated using the multi-period excess earnings method.

Goodwill represents the excess of the purchase consideration over the fair value of the underlying acquired net tangible and intangible assets. The factors that contributed to the recognition of goodwill included synergies and benefits expected to be gained from leveraging the Company’s existing operations and infrastructures, as well as the expected associated revenue and cash flow projections. Goodwill has been allocated to the Company’s Corporate Clinics segment based on such expected benefits. Goodwill related to the acquisition is expected to be deductible for income tax purposes over 15 years.

Pro Forma Results of Operations (Unaudited)

The following table summarizes selected unaudited pro forma consolidated income statements for three and six months ended June 30, 2023 and 2022 for the 2023 and 2022 acquisitions, as if the CA Clinics Purchase (which has been accounted for as an asset purchase) in 2023 and the AZ clinics acquired (which have been accounted for as a business combination) had both been completed on January 1, 2022.

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
												(as restated)												(as restated)
Revenues, net						$	29,684,349					$	25,601,056					$	58,346,746					$	48,910,697
Net income (loss)						(304,758)						$	(1,022,274)					$	1,983,969					$	(1,196,652)
						$	29,379,591					$	24,578,782					$	60,330,715					$	47,714,045

The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the purchases had taken place on January 1, 2022 or of results that may occur in the future. For 2022 and 2023, this information includes actual data recorded in the Company’s consolidated financial statements for the period subsequent to the dates of the respective acquisitions.

The Company’s consolidated income statements for the three and six months ended June 30, 2023 include $168,719 in net revenue and $42,036 in net income, excluding corporate clinics segment overhead costs, of the acquired CA clinics. The

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Company’s condensed consolidated income statements for the three and six months ended June 30, 2022 include net revenue and net income of $768,971 and $307,497, respectively, attributable to the AZ Acquisition.

Assets Held for Sale

In June 2023, the Company entered into negotiations to sell one of its company-managed clinics in California to a franchisee for a total of $0.1 million. The sale is expected to close during the third quarter of 2023, subject to the execution of the purchase agreement and other customary closing conditions contained in the purchase agreement. This transaction does not represent a strategic shift for the Company, and, therefore, it does not meet the criteria to be classified as a discontinued operation. As a result, the results of this clinic will continue to be reported in the Company’s operating results and in its Corporate Clinics segment until the sale is finalized. Effective with the designation as held for sale in June 2023, the Company discontinued recording depreciation on property and equipment, net and amortization of ROU assets for the clinic as required by GAAP. The Company also separately classified the related assets and liabilities of the clinics as held for sale in its June 30, 2023 condensed consolidated balance sheet.

Long-lived assets that meet the criteria for the held for sale designation are reported at the lower of their carrying value or fair value less estimated cost to sell. As a result of its evaluation of the recoverability of the carrying value of the assets and liabilities held for sale relative to the agreed upon sales price, the Company recorded an estimated loss on disposal of $60,201 during the three and six months ended June 30, 2023 as Net loss on disposition or impairment in its condensed consolidated income statement and a valuation allowance included in assets held for sale on its condensed consolidated balance sheet.

The principal components of the held for sale assets and liabilities as of June 30, 2023 were as follows:

			June 30, 2023
Assets
Property and equipment, net			159,472
Operating lease right-of-use asset			116,451
Valuation allowance			$	(60,201)
Total assets held for sale			$	215,722
Liabilities
Operating lease liability, current and non-current			148,846
Deferred revenue from company clinics			6,776
Total liabilities to be disposed of			$	155,622

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Property and equipment consist of the following, excluding amounts related to properties classified as held for sale:

			June 30, 2023						December 31, 2022
Office and computer equipment			$	5,814,911					$	5,207,833
Leasehold improvements			19,325,917						17,842,901
Software developed			6,163,961						5,843,758
Finance lease assets			151,396						151,396
			31,456,185						29,045,888
Accumulated depreciation and amortization			(14,931,581)						(12,675,085)
			16,524,604						16,370,803
Construction in progress			1,103,329						1,104,349
Property and equipment, net			$	17,627,933					$	17,475,152

Depreciation expense was $1,376,474 and $941,121 for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense was $2,646,735 and $1,820,251 for the six months ended June 30, 2023 and 2022, respectively.

Amortization expense related to finance lease assets was $7,570 and $18,636 for the three months ended June 30, 2023 and 2022, respectively. Amortization expense related to finance lease assets was $15,139 and $40,432 for the six months ended June 30, 2023 and 2022, respectively.

The Company’s financial instruments include cash, restricted cash, accounts receivable, accounts payable, accrued expenses and debt under the Credit Agreement (defined in Note 7). The carrying amounts of its financial instruments, except for debt, approximate their fair value due to their short maturities. The carrying value of the Company's debt under the Credit Agreement approximates fair value due to its interest rate being calculated from observable quoted prices for similar instruments, which is considered a Level 2 fair value measurement.

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 June 30, 2023 and December 31, 2022, 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

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amount may not be fully recoverable (and at least annually for goodwill), non-financial assets are assessed for impairment. If the 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.

The assets and liabilities resulting from the Acquisitions (reference Note 3) were recorded at fair values on a nonrecurring basis and are considered Level 3 within the fair value hierarchy.

In connection with the planned sale of a company-managed clinic to a franchisee, the Company reclassified $159,472 of net property and equipment and $116,451 of ROU assets to Assets held for sale and reclassified $148,846 of lease liability and $6,776 of deferred revenue from Company clinics to Liabilities to be disposed of in the consolidated balance sheet as of June 30, 2023. Long-lived assets that meet the held for sale criteria are reported at the lower of their carrying value or fair value, less estimated costs to sell. As a result, the Company recorded a valuation allowance of $60,201 to adjust the carrying value of the disposal group to fair value less cost to sell during the three and six months ended June 30, 2023. The estimated fair value of assets held for sale is based upon Level 2 inputs, which includes a potential buyer agreed upon selling price.

In May 2022, the Company recognized $2.4 million and $0.6 million of reacquired franchise rights and customer relationships, respectively, from the Acquisition (reference Note 3).

In May 2023, the Company recognized $0.7 million, $0.1 million and $0.2 million of reacquired franchise rights, customer relationships and acquired workforce, respectively, from the Acquisition (reference Note 3).

Intangible assets consisted of the following:

			As of June 30, 2023
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Value
Intangible assets subject to amortization:
Reacquired franchise rights			$	13,594,191					$	(5,802,132)					$	7,792,059
Customer relationships			4,444,849						(2,937,539)						1,507,310
Assembled workforce			1,137,569						(386,578)						750,991
			$	19,176,609					$	(9,126,249)					$	10,050,360

			As of December 31, 2022
			As Restated
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Value
Intangible assets subject to amortization:
Reacquired franchise rights			$	12,881,894					$	(4,755,286)					$	8,126,608
Customer relationships			4,330,365						(2,352,500)						1,977,865
Assembled workforce			959,837						(136,015)						823,822
			$	18,172,096					$	(7,243,801)					$	10,928,295

Amortization expense related to the Company’s intangible assets was $945,223 and $502,113 for the three months ended June 30, 2023 and 2022, respectively. Amortization expense was $1,882,448 and $937,844 for the six months ended June 30, 2023 and 2022, respectively.

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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. 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).

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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 June 30, 2023, the Company has granted under the 2014 Plan (i) non-qualified stock options; (ii) incentive stock options; and (iii) restricted stock. There were no stock appreciation rights and restricted stock units granted under the 2014 Plan as of June 30, 2023.

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 historically has used the simplified method to calculate the expected term of stock option grants to employees as the Company did 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 and six months ended June 30, 2023 and 2022.

The information below summarizes the stock options activity for the six months ended June 30, 2023:

			Number of Shares						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2022			531,923						$	9.20					4.7
Granted			—						—
Exercised			(25,623)						7.90
Cancelled			(7,375)						28.58
Expired			(2,591)						36.19
Outstanding at June 30, 2023			496,334						$	8.84					4.1
Exercisable at June 30, 2023			462,490						$	7.27					3.9

For the three months ended June 30, 2023 and 2022, stock-based compensation expense for stock options was $85,724 and $136,352, respectively. For the six months ended June 30, 2023 and 2022, stock-based compensation expense for stock options was $150,606 and $307,355, respectively.

Restricted Stock

Restricted stock granted to employees generally vests in four equal annual installments, although on May 25, 2023, the Company granted 51,401 shares of restricted stock as part of a special award to certain high performing employees that vest in one installment on the first anniversary of the grant. Restricted stock granted to non-employee directors typically vests in full one year after the date of grant.

The information below summarizes the restricted stock activity for the six months ended June 30, 2023:

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Restricted Stock Awards						Shares						Weighted Average Grant-Date Fair Value per Award
Non-vested at December 31, 2022						70,312						$	29.05
Granted						189,569						14.84
Vested						(33,474)						22.00
Cancelled						(5,348)						37.01
Non-vested at June 30, 2023						221,059						$	17.74

For the three months ended June 30, 2023 and 2022, stock-based compensation expense for restricted stock was $331,293 and $203,839, respectively. For the six months ended June 30, 2023 and 2022, stock-based compensation expense for restricted stock was $532,621 and $356,392, respectively.

Leases

The table below summarizes the components of lease expense and income statement location for the three and six months ended June 30, 2023 and 2022:

			Line Item in the Company’s Condensed Consolidated Income Statements						Three Months Ended June 30, 2023						Three Months Ended June 30, 2022						Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
Finance lease costs:
Amortization of assets			Depreciation and amortization						$	7,570					$	18,636					$	15,139					$	40,432
Interest on lease liabilities			Other expense, net						825						1,112						1,713						2,549
Total finance lease costs									8,395						19,748						16,852						42,981
Operating lease costs			General and administrative expenses						1,639,749						$	1,375,574					3,253,595						$	2,730,884
Total lease costs									$	1,648,144					$	1,395,322					$	3,270,447					$	2,773,865

---

Supplemental information and balance sheet location related to leases is as follows:

			June 30, 2023						December 31, 2022
Operating Leases:
Operating lease right-of -use asset			$22,641,632						$20,587,199
Operating lease liability - current portion			$5,880,954						$5,295,830
Operating lease liability - net of current portion			20,029,654						18,672,719
Total operating lease liability			$25,910,608						$23,968,549
Finance Leases:
Property and equipment, at cost			$151,396						$151,396
Less accumulated amortization			(102,792)						(87,652)
Property and equipment, net			$48,604						$63,744
Finance lease liability - current portion			24,956						24,433
Finance lease liability - net of current portion			50,896						63,507
Total finance lease liabilities			$75,852						$87,940
Weighted average remaining lease term (in years):
Operating leases			5.2						5.4
Finance lease			2.9						3.4
Weighted average discount rate:
Operating leases			5.1		%				4.8		%
Finance leases			4.3		%				4.3		%

Supplemental cash flow information related to leases is as follows:

			Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases			$	3,465,890					$	2,822,523
Operating cash flows from finance leases			1,713						2,549
Financing cash flows from finance leases			12,087						38,022
Non-cash transactions: ROU assets obtained in exchange for lease liabilities
Operating lease			$	3,859,696					$	2,071,960
Finance lease			—						—

`

---

Maturities of lease liabilities as of June 30, 2023 were as follows:

			Operating Leases						Finance Lease
2023 (remainder)			$	3,545,028					$	13,800
2024			6,743,929						27,600
2025			6,127,339						27,600
2026			4,277,431						11,500
2027			3,271,135						—
Thereafter			5,583,282						—
Total lease payments			$	29,548,144					$	80,500
Less: Imputed interest			(3,637,536)						(4,647)
Total lease obligations			25,910,608						75,852
Less: Current obligations			(5,880,954)						(24,956)
Long-term lease obligation			$	20,029,654					$	50,896

During the second quarter of 2023, 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 $0.4 million. These leases are expected to commence during the third and the fourth quarters of 2023, with lease terms of five to ten years.

Guarantee in Connection with the Sale of the Divested Business

In connection with the sale of a company-managed clinic in 2022, the Company guaranteed one future operating lease commitment assumed by the buyers. The Company is obligated to perform under the guarantee if the buyers fail to perform under the lease agreement at any time during the remainder of the lease agreement, which expires on May 31, 2027. At the date of sale, the undiscounted maximum potential future payments totaled $247,296. As of June 30, 2023, the undiscounted remaining lease payments under the agreement totaled $209,496. The Company had not recorded a liability with respect to the guarantee obligation as of June 30, 2023, as the Company concluded that payment under the lease guarantee was not probable.

Litigation

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 June 30, 2023, the Company operated or managed 134 clinics under this segment. The Franchise Operations segment is composed of the operating activities of the franchise business unit. As of June 30, 2023, the franchise system consisted of 756 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												Six Months Ended
			June 30,												June 30,
			2023						2022						2023						2022
Revenues:									(as restated)												(as restated)
Corporate clinics			$	17,802,838					$	14,492,972					$	34,930,795					$	27,099,971
Franchise operations			11,504,346						10,394,393						22,677,210						20,024,145
Total revenues			$	29,307,184					$	24,887,365					$	57,608,005					$	47,124,116
Depreciation and amortization:
Corporate clinics			2,032,666						1,191,694						3,959,758						2,275,370
Franchise operations			207,717						186,247						406,690						359,735
Corporate administration			88,884						83,929						177,874						163,422
Total depreciation and amortization			$	2,329,267					$	1,461,870					$	4,544,322					$	2,798,527
Segment operating income (loss):
Corporate clinics			$	21,790					$	551,223					$	(400,263)					$	405,680
Franchise operations			4,232,245						2,162,769						8,774,144						6,411,204
Total segment operating income			$	4,254,035					$	2,713,992					$	8,373,881					$	6,816,884
Reconciliation of total segment operating income to consolidated earnings before income taxes:
Total segment operating income			$	4,254,035					$	2,713,992					$	8,373,881					$	6,816,884
Unallocated corporate			(4,628,589)						(4,044,458)						(9,401,544)						(8,186,058)
Consolidated income from operations			(374,554)						(1,330,466)						(1,027,663)						(1,369,174)
Other income (expense), net			(106,520)						(19,286)						3,714,642						(35,434)
(Loss) income before income tax expense			$	(481,074)					$	(1,349,752)					$	2,686,979					$	(1,404,608)

Segment assets:			June 30, 2023						December 31, 2022
Corporate clinics			$	56,791,939					$	56,008,234
Franchise operations			13,716,157						12,360,878
Total segment assets			70,508,096						68,369,112
Unallocated cash and cash equivalents and restricted cash			14,451,346						10,550,417
Unallocated property and equipment			734,432						915,216
Other unallocated assets			13,512,723						13,655,632
Total assets			$	99,206,597					$	93,490,377

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increased to 70% of qualified wages an eligible employer paid to employees during the extended period. The American Rescue Plan Act of 2021, enacted on March 11, 2021, further extended the ERC through December 31, 2021.

In October 2022, the Company filed an application with the IRS for the ERC. Employers are eligible for the credit if they experienced full or partial suspension or modification of operations during any calendar quarter because of governmental orders due to the pandemic or a significant decline in gross receipts based on a comparison of quarterly revenue results for 2020 and/or 2021 with the comparable quarter in 2019. The Company’s ERC application was equal to 70% of qualified wages paid to employees during the period from January 1, 2021 to June 30, 2021 for a maximum quarterly credit of $7,000 per employee. In March 2023, the Company received notice and refunds from the IRS related to the overpayment of Federal Employment Tax plus interest in the amount of $4.8 million related to the ERC application. The $4.8 million ERC is subject to a 20% consulting fee. The Company's eligibility remains subject to audit by the IRS for a period of five years.

Since there are no generally accepted accounting principles for for-profit business entities that receive government assistance that is not in the form of a loan, an income tax credit or revenue from a contract with a customer, we determined the appropriate accounting treatment by analogy to other guidance. We accounted for the ERC by analogy to International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, of International Financial Reporting Standards (IFRS).

Under an IAS 20 analogy, a business entity would recognize the ERC on a systematic basis over the periods in which the entity recognizes the payroll expenses for which the grant (i.e., tax credit) is intended to compensate when there is reasonable assurance (i.e., it is probable) that the entity will comply with any conditions attached to the grant and the grant (i.e., tax credit) will be received.

We have accounted for the $3.8 million ERC, net of the consulting fee, for the six months ended June 30, 2023 as other income on the Statement of Income when the Company was reasonably assured that the Company met all requirements of the ERC and the grant would be received. The ERC refund is not taxable; however, the credit is subject to expense disallowance rules which increased income tax expense as a discrete item by $0.9 million, net of the consulting expense deduction, for the six months ended June 30, 2023.

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v3.23.3

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Sep. 11, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-36724
Entity Registrant Name	Joint Corp
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-0544160
Entity Address, Address Line One	16767 N. Perimeter Drive
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	480
Local Phone Number	245-5960
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Trading Symbol	JYNT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,754,553
Entity Central Index Key	0001612630
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

v3.23.3

Condensed Consolidated Balance Sheets (unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 13,602,515	$ 9,745,066
Restricted cash	848,831	805,351
Accounts receivable, net	3,534,828	3,911,272
Deferred franchise and regional development costs, current portion	1,058,704	1,054,060
Prepaid expenses and other current assets	3,306,964	2,098,359
Assets held for sale	215,722	0
Total current assets	22,567,564	17,614,108
Property and equipment, net	17,627,933	17,475,152
Operating lease right-of-use asset	22,641,632	20,587,199
Deferred franchise and regional development costs, net of current portion	5,605,760	5,707,678
Intangible assets, net	10,050,360	10,928,295
Goodwill	8,493,407	8,493,407
Deferred tax assets	11,450,998	11,928,152
Deposits and other assets	768,943	756,386
Total assets	99,206,597	93,490,377
Current liabilities:
Accounts payable	1,576,085	2,966,589
Accrued expenses	2,342,744	1,069,610
Co-op funds liability	848,832	805,351
Payroll liabilities	2,845,800	2,030,510
Operating lease liability, current portion	5,880,954	5,295,830
Finance lease liability, current portion	24,956	24,433
Deferred franchise fee revenue, current portion	2,503,294	2,468,601
Deferred revenue from company clinics ($5.0 million and $4.7 million attributable to VIE)	7,689,448	7,471,549
Upfront Regional Developer Fees, current portion	406,965	487,250
Other current liabilities	693,427	597,294
Liabilities to be disposed of	155,622	0
Total current liabilities	24,968,127	23,217,017
Operating lease liability, net of current portion	20,029,654	18,672,719
Finance lease liability, net of current portion	50,896	63,507
Debt under the Credit Agreement	2,000,000	2,000,000
Deferred franchise revenue, net of current portion	14,210,441	14,161,134
Upfront Regional Developer Fees, net of current portion	1,183,106	1,500,278
Other liabilities	1,287,879	1,287,879
Total liabilities	63,730,103	60,902,534
Commitments and contingencies
Stockholders' equity:
Series A preferred stock, $0.001 par value; 50,000 shares authorized, 0 issued and outstanding, as of June 30, 2023 and December 31, 2022	0	0
Common stock, $0.001 par value; 20,000,000 shares authorized, 14,772,520 shares issued and 14,740,485 shares outstanding as of June 30, 2023 and 14,560,353 shares issued and 14,528,487 outstanding as of December 31, 2022	14,772	14,560
Additional paid-in capital	46,443,706	45,558,305
Treasury stock 32,035 shares as of June 30, 2023 and 31,866 shares as of December 31, 2022, at cost	(859,279)	(856,642)
Accumulated deficit	(10,147,705)	(12,153,380)
Total The Joint Corp. stockholders' equity	35,451,494	32,562,843
Non-controlling Interest	25,000	25,000
Total equity	35,476,494	32,587,843
Total liabilities and stockholders' equity	$ 99,206,597	$ 93,490,377

v3.23.3

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Payroll liabilities	$ 2,845,800	$ 2,030,510
Deferred revenue from company clinics attributable to VIE	$ 2,503,294	$ 2,468,601
Series A preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Series A preferred stock, shares authorized (in shares)	50,000	50,000
Series A preferred stock, shares issued (in shares)	0	0
Series A preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	14,772,520	14,560,353
Common stock, shares outstanding (in shares)	14,740,485	14,528,487
Treasury stock, shares (in shares)	32,035	31,866
Variable Interest Entity, Primary Beneficiary
Payroll liabilities	$ 621,735	$ 586,960
Deferred revenue from company clinics attributable to VIE	$ 4,985,654	$ 4,702,044

v3.23.3

Condensed Consolidated Income Statements (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues:
Total revenues	$ 29,307,184	$ 24,887,365	$ 57,608,005	$ 47,124,116
Cost of revenues:
Cost of revenues		1,904,936		3,705,961
Total cost of revenues	2,595,512	2,257,092	5,070,197	4,368,076
Selling and marketing expenses	4,707,818	3,839,724	8,868,062	7,127,212
Depreciation and amortization	2,329,267	1,461,870	4,544,322	2,798,527
General and administrative expenses	19,904,796	18,570,301	39,943,272	34,103,726
Total selling, general and administrative expenses	26,941,881	23,871,895	53,355,656	44,029,465
Net loss on disposition or impairment	144,345	88,844	209,815	95,749
Loss from operations	(374,554)	(1,330,466)	(1,027,663)	(1,369,174)
Other income (expense), net	(106,520)	(19,286)	3,714,642	(35,434)
(Loss) income before income tax expense	(481,074)	(1,349,752)	2,686,979	(1,404,608)
Income tax (benefit) expense	(160,585)	(477,884)	681,304	(536,960)
Net (loss) income	$ (320,489)	$ (871,868)	$ 2,005,675	$ (867,648)
Earnings per share:
Basic earnings per share (in dollars per share)	$ (0.02)	$ (0.06)	$ 0.14	$ (0.06)
Diluted earnings per share (in dollars per share)	$ (0.02)	$ (0.06)	$ 0.13	$ (0.06)
Basic weighted average shares (in shares)	14,684,035	14,475,825	14,625,435	14,454,738
Diluted weighted average shares (in shares)	14,952,363	14,842,816	14,907,593	14,887,238
Revenues from company-owned or managed clinics
Revenues:
Total revenues	$ 17,802,838	$ 14,492,972	$ 34,930,795	$ 27,099,971
Royalty fees
Revenues:
Total revenues	7,172,159	6,411,214	14,038,182	12,420,146
Franchise fees/Franchise and regional development cost of revenues
Revenues:
Total revenues	671,368	686,886	1,425,794	1,327,851
Cost of revenues:
Cost of revenues	2,236,442	1,904,936	4,377,277	3,705,961
Advertising fund revenue
Revenues:
Total revenues	2,041,050	1,825,757	3,993,455	3,536,474
Software fees/IT cost of revenues
Revenues:
Total revenues	1,234,812	1,099,981	2,444,817	2,056,979
Cost of revenues:
Cost of revenues	359,070	352,156	692,920	662,115
Regional developer fees
Revenues:
Total revenues	0	0	0	0
Other revenues
Revenues:
Total revenues	$ 384,957	$ 370,555	$ 774,962	$ 682,695

v3.23.3

Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) - USD ($)	Total	Common Stock	Additional Paid In Capital	Treasury Stock	Accumulated Deficit	Total The Joint Corp. stockholders' equity	Non-controlling interest
Balance, beginning common stock (in shares) at Dec. 31, 2021		14,451,355
Balance, beginning at Dec. 31, 2021	$ 30,308,684	$ 14,450	$ 43,900,157	$ (850,838)	$ (12,780,085)	$ 30,283,684	$ 25,000
Balance, beginning treasury stock (in shares) at Dec. 31, 2021				31,643
Stockholders' Equity [Roll Forward]
Stock-based compensation expense	323,556		323,556			323,556
Issuance of restricted stock (in shares)		36,722
Issuance of restricted stock	0	$ 37	(37)
Exercise of stock options (in shares)		4,972
Exercise of stock options	49,623	$ 5	49,618			49,623
Purchases of treasury stock under employee stock plans (in shares)				74
Purchases of treasury stock under employee stock plans	(2,598)			$ (2,598)		(2,598)
Net (loss) income	4,220				4,220	4,220
Balance, ending common stock (in shares) at Mar. 31, 2022		14,493,049
Balance, ending at Mar. 31, 2022	30,683,485	$ 14,492	44,273,294	$ (853,436)	(12,775,865)	30,658,485	25,000
Balance, ending treasury stock (in shares) at Mar. 31, 2022				31,717
Balance, beginning common stock (in shares) at Dec. 31, 2021		14,451,355
Balance, beginning at Dec. 31, 2021	30,308,684	$ 14,450	43,900,157	$ (850,838)	(12,780,085)	30,283,684	25,000
Balance, beginning treasury stock (in shares) at Dec. 31, 2021				31,643
Stockholders' Equity [Roll Forward]
Net (loss) income	(867,648)
Balance, ending common stock (in shares) at Jun. 30, 2022		14,526,417
Balance, ending at Jun. 30, 2022	30,215,858	$ 14,526	44,677,501	$ (853,436)	(13,647,733)	30,190,858	25,000
Balance, ending treasury stock (in shares) at Jun. 30, 2022				31,717
Balance, beginning common stock (in shares) at Mar. 31, 2022		14,493,049
Balance, beginning at Mar. 31, 2022	30,683,485	$ 14,492	44,273,294	$ (853,436)	(12,775,865)	30,658,485	25,000
Balance, beginning treasury stock (in shares) at Mar. 31, 2022				31,717
Stockholders' Equity [Roll Forward]
Stock-based compensation expense	340,191		340,191			340,191
Issuance of restricted stock (in shares)		28,758
Issuance of restricted stock	0	$ 29	(29)
Exercise of stock options (in shares)		4,610
Exercise of stock options	64,050	$ 5	64,045			64,050
Net (loss) income	(871,868)				(871,868)	(871,868)
Balance, ending common stock (in shares) at Jun. 30, 2022		14,526,417
Balance, ending at Jun. 30, 2022	$ 30,215,858	$ 14,526	44,677,501	$ (853,436)	(13,647,733)	30,190,858	25,000
Balance, ending treasury stock (in shares) at Jun. 30, 2022				31,717
Balance, beginning common stock (in shares) at Dec. 31, 2022	14,528,487	14,560,353
Balance, beginning at Dec. 31, 2022	$ 32,587,843	$ 14,560	45,558,305	$ (856,642)	(12,153,380)	32,562,843	25,000
Balance, beginning treasury stock (in shares) at Dec. 31, 2022	31,866			31,866
Stockholders' Equity [Roll Forward]
Stock-based compensation expense	$ 266,210		266,210			266,210
Issuance of restricted stock (in shares)		95,386
Issuance of restricted stock	0	$ 95	(95)
Exercise of stock options (in shares)		15,621
Exercise of stock options	138,457	$ 16	138,441			138,457
Purchases of treasury stock under employee stock plans (in shares)				169
Purchases of treasury stock under employee stock plans	(2,637)			$ (2,637)		(2,637)
Net (loss) income	2,326,164				2,326,164	2,326,164
Balance, ending common stock (in shares) at Mar. 31, 2023		14,671,360
Balance, ending at Mar. 31, 2023	$ 35,316,037	$ 14,671	45,962,861	$ (859,279)	(9,827,216)	35,291,037	25,000
Balance, ending treasury stock (in shares) at Mar. 31, 2023				32,035
Balance, beginning common stock (in shares) at Dec. 31, 2022	14,528,487	14,560,353
Balance, beginning at Dec. 31, 2022	$ 32,587,843	$ 14,560	45,558,305	$ (856,642)	(12,153,380)	32,562,843	25,000
Balance, beginning treasury stock (in shares) at Dec. 31, 2022	31,866			31,866
Stockholders' Equity [Roll Forward]
Net (loss) income	$ 2,005,675
Balance, ending common stock (in shares) at Jun. 30, 2023	14,740,485	14,772,520
Balance, ending at Jun. 30, 2023	$ 35,476,494	$ 14,772	46,443,706	$ (859,279)	(10,147,705)	35,451,494	25,000
Balance, ending treasury stock (in shares) at Jun. 30, 2023	32,035			32,035
Balance, beginning common stock (in shares) at Mar. 31, 2023		14,671,360
Balance, beginning at Mar. 31, 2023	$ 35,316,037	$ 14,671	45,962,861	$ (859,279)	(9,827,216)	35,291,037	25,000
Balance, beginning treasury stock (in shares) at Mar. 31, 2023				32,035
Stockholders' Equity [Roll Forward]
Stock-based compensation expense	417,017		417,017			417,017
Issuance of restricted stock (in shares)		91,158
Issuance of restricted stock	0	$ 91	(91)
Exercise of stock options (in shares)		10,002
Exercise of stock options	63,929	$ 10	63,919			63,929
Net (loss) income	$ (320,489)				(320,489)	(320,489)
Balance, ending common stock (in shares) at Jun. 30, 2023	14,740,485	14,772,520
Balance, ending at Jun. 30, 2023	$ 35,476,494	$ 14,772	$ 46,443,706	$ (859,279)	$ (10,147,705)	$ 35,451,494	$ 25,000
Balance, ending treasury stock (in shares) at Jun. 30, 2023	32,035			32,035

v3.23.3

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 2,005,675	$ (867,648)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	4,544,322	2,798,527
Net loss on disposition or impairment	209,815	95,749
Net franchise fees recognized upon termination of franchise agreements	(20,050)	(15,218)
Deferred income taxes	477,154	(832,083)
Stock based compensation expense	683,227	663,747
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	376,444	140,324
Prepaid expenses and other current assets	(1,208,605)	(267,159)
Deferred franchise costs	51,268	(193,784)
Deposits and other assets	(12,557)	(132,379)
Accounts payable	(1,440,375)	(397,040)
Accrued expenses	1,104,369	(823,079)
Payroll liabilities	815,290	(2,043,788)
Deferred revenue	245,363	864,213
Upfront regional developer fees	(397,457)	(824,658)
Other liabilities	59,259	649,436
Net cash provided by operating activities	7,493,142	(1,184,840)
Cash flows from investing activities:
Purchase of property and equipment	(2,729,875)	(3,164,961)
Net cash used in investing activities	(3,779,875)	(8,764,961)
Cash flows from financing activities:
Payments of finance lease obligation	(12,087)	(38,022)
Purchases of treasury stock under employee stock plans	(2,637)	(2,598)
Proceeds from exercise of stock options	202,386	113,673
Net cash provided by financing activities	187,662	73,053
Increase (decrease) in cash, cash equivalents and restricted cash	3,900,929	(9,876,748)
Cash, cash equivalents and restricted cash, beginning of period	10,550,417	19,912,338
Cash, cash equivalents and restricted cash, end of period	14,451,346	10,035,590
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	13,602,515	9,370,611
Restricted cash	848,831	664,979
Cash and cash equivalents and restricted cash	14,451,346	10,035,590
AZ Clinics
Cash flows from investing activities:
Acquisition of clinics	0	(5,600,000)
CA Clinics
Cash flows from investing activities:
Acquisition of clinics	$ (1,050,000)	$ 0

v3.23.3

Supplemental Disclosure of Non-cash Activity	6 Months Ended
	Jun. 30, 2023
Supplemental Cash Flow Information [Abstract]
Supplemental Disclosure of Non-cash Activity	Supplemental cash flow disclosures: The following table represents supplemental cash flow disclosures and non-cash investing and financing activities: Six Months Ended June 30, 2023 2022 Net cash paid for: Interest $ 127,481  $ 23,982  Income taxes $ 59,989  $ 59,271  Non-cash investing and financing activity: Unpaid purchases of property and equipment $ 79,871  $ 450,072  Non-cash investment in acquisition of franchised clinics $ 28,997  $ 70,484

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Nature of Operations and Summary of Significant Accounting Policies	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”), which includes 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 condensed consolidated interim 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 GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim 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 Amended and Restated Form 10-K as of and for the year ended December 31, 2022, filed with the SEC on [September 13, 2023] (“Form 10-K/A”), which included all disclosures required by GAAP. The results of operations for the periods ended June 30, 2023 and 2022 are not necessarily indicative of expected operating results for the full year. The information presented throughout the document as of and for the three and six-month periods ended June 30, 2023 and 2022 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 Net income was the same as comprehensive income for the three and six months ended June 30, 2023 and 2022. Restatement of Previously Issued Interim Consolidated Financial Statements (Unaudited and Restated) Subsequent to the issuance of the Company's consolidated financial statements as of and for the year ended December 31, 2022, included in the Form 10-K filed with the SEC on March 10, 2023, the following errors were identified: –The Company has historically recorded the re-acquired Regional Developer Rights as an intangible asset and amortized the re-acquired Regional Developer Rights over the contractual terms under the RD Agreement remaining at the time of the re-acquisition. The Company has concluded that this treatment was incorrect in accordance with U.S. GAAP. The Company should not have capitalized the re-acquired Regional Developer Rights but instead should have recognized the full cost of the re-acquisition as an expense in the respective period. –The Company has historically recorded the upfront fee paid by the regional developer as a deferred liability, which was then recognized ratably to revenue as the regional developer performed various service obligations. However, the Company concluded that the deferred liability should be ratably recognized against cost of revenue as an offset against future commissions instead of revenue. –The Company has historically charged the VIEs a management fee for the benefit of the Company providing non-clinical administrative services needed by the professional corporation chiropractic practice. The economic compensation or profitability resulting from an intercompany transaction between two or more parties is based on each party’s relative contribution to the economic activity under analysis. The standalone professional corporations have not historically been profitable from an income tax perspective and are fully valuing their deferred tax assets and related attributes for ASC 740 purposes. The professional corporations' earned annual losses were not consistent with their function, risk, and asset profile for transfer pricing. As such, the Company has estimated transfer pricing adjustments which were computed based on assumed targets of profitability. The resulting operating profit, after incorporating estimated transfer pricing adjustments, were further used as a means for computing overall potential tax exposure and correlative benefit. The Company assessed the impact of these errors on its previously issued interim financial statements and determined them to be quantitatively and qualitatively material to the period ending June 30, 2022 based on its analysis of Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”. These errors have been corrected in the consolidated balance sheets as of December 31, 2022 and 2021 and the consolidated income statements, statements of changes in stockholders’ equity, and statements of cash flows for the years then ended. The following table summarizes the effect of the errors on the Company’s consolidated balance sheet as of June 30, 2022: June 30, 2022 June 30, 2022 As Previously Reported Adjustments As Restated Intangible assets, net $ 9,114,701  $ (2,356,584) $ 6,758,117  Deferred tax assets 9,116,248  3,202,634  12,318,882  Total assets 86,235,794  846,050  87,081,844  Current liabilities: Deferred franchise and regional development fee revenue, current portion 2,981,534  (2,981,534) —  Deferred franchise fee revenue, current portion —  2,393,993  2,393,993  Upfront regional developer fees, current portion —  587,541  587,541  Other current liabilities 558,250  49,022  607,272  Total current liabilities 20,238,810  49,022  20,287,832  Deferred franchise and regional development fee revenue, net of current portion 15,447,554  (15,447,554) —  Deferred franchise fee revenue, net of current portion —  13,584,091  13,584,091  Upfront regional developer fees, net of current portion —  1,863,463  1,863,463  Other liabilities 27,230  1,064,565  1,091,795  Total liabilities 55,752,399  1,113,587  56,865,986  Accumulated deficit (13,380,196) (267,537) (13,647,733) Total The Joint Corp. stockholders' equity 30,458,395  (267,537) 30,190,858  Total equity 30,483,395  (267,537) 30,215,858  Total liabilities and stockholders' equity 86,235,794  846,050  87,081,844  The following table summarizes the effect of the errors on the Company’s consolidated income statement for the three and six months ended June 30, 2022: As Previously Reported Adjustments As Restated Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Revenues: Regional developer fees $ 169,953  $ 371,740  $ (169,953) $ (371,740) $ —  $ —  Total revenues 25,057,318  47,495,856  (169,953) (371,740) 24,887,365  47,124,116  Cost of revenues: Franchise and regional developer cost of revenues 2,074,889  4,077,701  (169,953) (371,740) 1,904,936  3,705,961  Total cost of revenues 2,427,045  4,739,816  (169,953) (371,740) 2,257,092  4,368,076  Depreciation and amortization 1,700,476  3,329,653  (238,606) (531,126) 1,461,870  2,798,527  General and administrative expenses 16,528,022  31,906,644  2,042,279  2,197,082  18,570,301  34,103,726  Total selling, general and administrative expenses 22,068,222  42,363,509  1,803,673  1,665,956  23,871,895  44,029,465  Income from operations 473,207  296,782  (1,803,673) (1,665,956) (1,330,466) (1,369,174) Income before income tax expense (benefit) 453,921  261,348  (1,803,673) (1,665,956) (1,349,752) (1,404,608) Income tax expense (benefit) 109,179  122,403  (587,063) (659,363) (477,884) (536,960) Net income (loss) 344,742  138,945  (1,216,610) (1,006,593) (871,868) (867,648) Earnings per share: Basic earnings (loss) per share $ 0.02  $ 0.01  $ (0.08) $ (0.07) $ (0.06) $ (0.06) Diluted earnings (loss) per share $ 0.02  $ 0.01  $ (0.08) $ (0.07) $ (0.06) $ (0.06) The following table summarizes the effect of the errors on the Company’s consolidated statements of stockholders' equity as of June 30, 2022, March 31, 2022 and December 31, 2021: Accumulated Deficit Total The Joint Corp. stockholder's equity Total Equity Balances, December 31, 2021 (as previously reported) $ (13,519,142) $ 29,544,627  $ 29,569,627  Adjustment due to cumulative error correction 739,057  739,057  739,057  Balances, December 31, 2021 (as restated) $ (12,780,085) $ 30,283,684  $ 30,308,684  Balances, March 31, 2022 (as previously reported) $ (13,724,938) $ 29,709,412  $ 29,734,412  Adjustment due to cumulative error correction 949,073  949,073  949,073  Balances, March 31, 2022 $ (12,775,865) $ 30,658,485  $ 30,683,485  Balances, June 30, 2022 (as previously reported) $ (13,380,196) $ 30,458,395  $ 30,483,395  Adjustment due to cumulative error correction (267,537) (267,537) (267,537) Balances, June 30, 2022 (as restated) $ (13,647,733) $ 30,190,858  $ 30,215,858  The following table summarizes the effect of the errors on the Company’s consolidated statement of cash flows for the six-month period ended June 30, 2022: Six Months Ended June 30, 2022 Six Months Ended June 30, 2022 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net income (loss) $ 138,945  (1,006,593) $ (867,648) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 3,329,653  (531,126) 2,798,527  Deferred income taxes 72,386  (904,469) (832,083) Changes in operating assets and liabilities: Upfront regional developer fees —  (824,658) (824,658) Deferred revenue 492,473  371,740  864,213  Other liabilities 404,329  245,106  649,435  Net cash provided by (used in) operating activities 1,465,160  (2,650,000) (1,184,840) Cash flows from investing activities: Reacquisition and termination of regional developer rights (2,650,000) 2,650,000  —  Net cash used in investing activities (11,414,961) 2,650,000  (8,764,961) Decrease in cash (9,876,748) —  (9,876,748) Correction of Immaterial Error During the second quarter of 2023, the Company identified immaterial errors related to the first quarter of 2023 in the following: (i) the accounting for upfront regional developer fees as revenue as opposed to a reduction of cost of revenue, and (ii) the accounting for uncertain tax positions related to the Joint and VIEs transfer pricing calculation for income tax purposes. The table below sets forth the impact of the revision on the previously issued consolidated balance sheet for the interim period ended March 31, 2023. March 31, 2023 As Previously (i) Reported Adjustments As Adjusted ASSETS Intangible assets, net 11,905,176  (1,914,106) 9,991,070  Deferred tax assets 7,708,323  3,486,439  11,194,762  Total assets $ 98,050,712  $ 1,572,333  $ 99,623,045  LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Deferred franchise and regional development fee revenue, current portion 2,978,937  (2,978,937) —  Deferred franchise fee revenue, current portion —  2,487,795  2,487,795  Upfront regional developer fees, current portion —  491,142  491,142  Other current liabilities 494,250  98,043  592,293  Total current liabilities 24,969,858  98,043  25,067,901  Deferred franchise and regional development fee revenue, net of current portion 15,682,833  (15,682,833) —  Deferred franchise fee revenue, net of current portion —  14,233,564  14,233,564  Upfront regional developer fees, net of current portion —  1,449,270  1,449,270  Other liabilities 27,230  1,260,649  1,287,879  Total liabilities 62,948,315  1,358,693  64,307,008  Stockholders' equity: Accumulated deficit (10,040,856) 213,640  (9,827,216) Total The Joint Corp. stockholders' equity 35,077,397  213,640  35,291,037  Total equity 35,102,397  213,640  35,316,037  Total liabilities and stockholders' equity $ 98,050,712  $ 1,572,333  $ 99,623,045  The table below sets forth the impact of the revision on the previously issued consolidated income statement for the interim period ended March 31, 2023. Three Months Ended March, 31 2023 Three Months Ended March, 31 2023 As Previously Reported Adjustments As Adjusted Revenues: Regional developer fees $ 149,478  $ (149,478) $ —  Total revenues 28,450,298  (149,478) 28,300,820  Cost of revenues: Franchise and regional developer cost of revenues 2,290,313  (149,478) 2,140,835  Total cost of revenues 2,624,163  (149,478) 2,474,685  Depreciation and amortization 2,342,544  (127,489) 2,215,055  General and administrative expenses 19,936,115  102,361  20,038,476  Total selling, general and administrative expenses 26,438,903  (25,128) 26,413,775  Loss from operations (678,237) 25,128  (653,109) Income before income tax expense (benefit) 3,142,925  25,128  3,168,053  Income tax expense 841,889  —  841,889  Net income $ 2,301,036  $ 25,128  $ 2,326,164  Earnings per share: Basic earnings per share $ 0.16  $ —  $ 0.16  Diluted earnings per share $ 0.15  $ 0.01  $ 0.16  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 and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, Franchised clinics: 2023 2022 2023 2022 Clinics open at beginning of period 740  636  712  610  Opened during the period 23  31  52  58  Sold during the period (3) (4) (3) (4) Closed during the period (4) (1) (5) (2) Clinics in operation at the end of the period 756  662  756  662  Three Months Ended June 30, Six Months Ended June 30, Company-owned or managed clinics: 2023 2022 2023 2022 Clinics open at beginning of period 130  100  126  96  Opened during the period 3  3  7  7  Acquired during the period 3  4  3  4  Closed during the period (2) —  (2) —  Clinics in operation at the end of the period 134  107  134  107  Total clinics in operation at the end of the period 890  769  890  769  Clinic licenses sold but not yet developed 171  229  171  229  Licenses for future clinics subject to executed letters of intent 43  41  43  41  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 four PCs, including one in New Jersey, in connection with the opening of company-managed clinics in April 2023. If an entity is deemed to be the primary beneficiary of a VIE, the entity 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 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; and 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 performance of these PCs and has an obligation to absorb losses or receive benefits which could potentially be significant to the PCs. Accordingly, the PCs are VIEs for which the Company is the primary beneficiary and are consolidated by the Company. VIE total revenue and general and administrative expenses for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Revenues $ 10,426,826  $ 8,480,265  $ 20,309,117  $ 16,283,304  General and administrative expenses 4,491,638  3,720,307  9,088,906  7,133,208  The carrying amount of the VIEs’ assets and liabilities was immaterial as of June 30, 2023 and December 31, 2022, 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 and deferred revenue from company managed clinics balances as of June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Payroll liabilities $ 621,735  $ 586,960  Deferred revenue from company managed clinics $ 4,985,654  $ 4,702,044  Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less at date of purchase 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 June 30, 2023 and December 31, 2022. 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 represents 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 June 30, 2023 and December 31, 2022, the Company had an allowance for doubtful accounts of $0. 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 lives of the assets. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. The losses on disposed of or retired property or equipment were recorded in net loss on disposition or impairment of $144,345 and $209,815 for the three and six months ended June 30, 2023, respectively. The losses on disposed of or retired property or equipment were recorded in net loss on disposition or impairment of $88,844 and $95,749 for the three and six months ended June 30, 2022, respectively. 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 accompanying consolidated income statements. 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 and six months ended June 30, 2022, the Company recorded a noncash impairment loss of $60,580 in connection with reporting the long-lived assets held for sale at two company-managed clinics at the lower of their carrying value or fair value as of June 30, 2022. In connection with the planned sale of a company-managed clinic, the Company reclassified $159,472 of property and equipment and $116,451 of ROU assets to Assets held for sale, and reclassified $148,846 of ROU liability and $6,776 of deferred revenue from company clinics to Liabilities to be disposed of, in the consolidated balance sheet as of June 30, 2023. Long-lived assets that meet the held for sale criteria are reported at the lower of their carrying value or fair value, less estimated costs to sell. As a result, the Company recorded a valuation allowance of $60,201 to adjust the carrying value of the disposal group to fair value less cost to sell during the three and six months ended June 30, 2023. 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 a reporting entity to estimate the amount of variable consideration to which it will be entitled in the transaction price). 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 therefore, 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. 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. 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 amortized on a straight-line basis over the term of the regional developer agreement and recognized as a decrease to franchise cost of revenues. 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. 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 six months ended June 30, 2023 and 2022. 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 $1,977,678 and $3,578,291 for the three and six months ended June 30, 2023, respectively. Advertising expenses were $1,104,156 and $2,318,568 for the three and six months ended June 30, 2022, 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. Earnings per Common Share Basic earnings per common share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is computed by giving effect to all potentially dilutive common shares including restricted stock and stock options. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Net (loss) income $ (320,489) $ (871,868) $ 2,005,675  $ (867,648) Weighted average common shares outstanding - basic 14,684,035  14,475,825  14,625,435  14,454,738  Effect of dilutive securities: Unvested restricted stock and stock options 268,328  366,991  282,158  432,500  Weighted average common shares outstanding - diluted 14,952,363  14,842,816  14,907,593  14,887,238  Basic (loss) earnings per share $ (0.02) $ (0.06) $ 0.14  $ (0.06) Diluted (loss) earnings per share $ (0.02) $ (0.06) $ 0.13  $ (0.06) The following common stock equivalents were excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, Weighted average dilutive securities: 2023 2022 2023 2022 Restricted stocks —  —  —  —  Stock options 87,983  43,120  90,953  42,064  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%. 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 The Company reviewed 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.

v3.23.3

Revenue Disclosures	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue Disclosures	Revenue Disclosures 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 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 41 states, the District of Columbia and Puerto Rico. 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 a 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. 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 and six months ended June 30, 2023 and 2022. Other revenues primarily consist of preferred vendor royalties associated with franchisees' credit card transactions. The following table shows the Company's revenues disaggregated according to the timing of transfer of services: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Revenue recognized at a point in time $ 27,401,004  $ 23,100,498  $ 53,737,394  $ 43,739,286  Revenue recognized over time 1,906,180  1,786,867  3,870,611  3,384,830  Total Revenues $ 29,307,184  $ 24,887,365  $ 57,608,005  $ 47,124,116  Rollforward of Contract Liabilities and Contract Assets Changes in the Company's contract liability for deferred revenue from company clinics during the six months ended June 30, 2023 were as follows: Deferred Revenue from company clinics Balance at December 31, 2022 $ 7,471,549  Revenue recognized that was included in the contract liability at the beginning of the year (5,202,787) Net increase during the six months ended June 30, 2023 5,420,686  Balance at June 30, 2023 $ 7,689,448  Changes in the Company's contract liability for deferred franchise fees during the six months ended June 30, 2023 were as follows: Deferred Revenue short and long-term Balance at December 31, 2022, as restated $ 16,629,735  Revenue recognized that was included in the contract liability at the beginning of the year (1,363,506) Net increase during the six months ended June 30, 2023 1,447,506  Balance at June 30, 2023 $ 16,713,735  The Company's deferred franchise and development costs represent capitalized sales commissions. Changes during the six months ended June 30, 2023 were as follows: Deferred Franchise and Development Costs short and long-term Balance at December 31, 2022 $ 6,761,738  Recognized as cost of revenue during the six months ended June 30, 2023 (490,939) Net increase during the six months ended June 30, 2022 393,665  Balance at June 30, 2023 $ 6,664,464  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 June 30, 2023: Contract liabilities expected to be recognized in Amount 2023 (remainder) $ 1,272,496  2024 2,459,511  2025 2,322,249  2026 2,228,012  2027 2,154,886  Thereafter 6,276,581  Total $ 16,713,735

v3.23.3

Acquisition and Assets Held for Sale	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Acquisition and Assets Held for Sale	Acquisitions and Assets Held for Sale 2023 Acquisition On May 22, 2023, the Company entered into an Asset and Franchise Purchase Agreement under which the Company repurchased from the sellers three operating franchised clinics in California (the “CA Clinics Purchase”). As of the acquisition date, the Company operates the franchises as company-managed clinics. The total purchase price for the transactions was $1,188,764 to the seller (of which $109,767 is to be paid in the third quarter of 2023)., less $28,997 of net deferred revenue, resulting in total purchase consideration of $1,159,767. Based on the terms of the purchase agreement, the CA Clinics Purchase has been treated as an asset purchase under GAAP as there were no outputs or processes to generate outputs acquired as part of these transactions. Under an asset purchase, assets are recognized based on their cost to the acquiring entity. Cost is allocated to the individual assets acquired or liabilities assumed based on their relative fair values and does not give rise to goodwill. The allocation of the total purchase price of the CA Clinics Purchase was as follows: Property and equipment $ 313,995  Operating lease right-of-use asset 317,662  Intangible assets 1,004,513  Total assets acquired 1,636,170  Deferred revenue (158,365) Operating lease liability - current portion (118,081) Operating lease liability - net of current portion (199,957) Net purchase consideration $ 1,159,767  Intangible assets in the table above primarily consist of reacquired franchise rights of $0.7 million amortized over their estimated useful lives of six to seven years, customer relationships of $0.1 million amortized over an estimated useful life of two years, and assembled workforce of $0.2 million amortized over an estimated useful life of two years. 2022 Acquisition On May 19, 2022, the Company entered into an Asset and Franchise Purchase Agreement under which the Company repurchased from the seller four operating franchises in Arizona (the “Acquisition”). The Company operates the franchises as company-owned clinics. The total purchase price for the transaction was $5,761,256, less $70,484 of net deferred revenue, resulting in total purchase consideration of $5,690,772. Based on the terms of the purchase agreement, the Acquisition was treated as a business combination under GAAP using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The allocation of the purchase price was as follows: Property and equipment $ 235,558  Operating lease right-of-use asset 823,869  Intangible assets 2,983,200  Total identifiable assets acquired 4,042,627  Goodwill 2,965,375  Deferred revenue (493,060) Operating lease liability – current portion (107,694) Operating lease liability – net of current portion (716,476) Net purchase consideration $ 5,690,772  Intangible assets in the table above consist of re-acquired franchise rights of $2,422,500 amortized over estimated useful lives of approximately four to eight years and customer relationships of $560,700 amortized over estimated useful lives of two years. The fair value of re-acquired franchise rights are estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as assembled workforce and working capital that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. Customer relationships are also calculated using the multi-period excess earnings method. Goodwill represents the excess of the purchase consideration over the fair value of the underlying acquired net tangible and intangible assets. The factors that contributed to the recognition of goodwill included synergies and benefits expected to be gained from leveraging the Company’s existing operations and infrastructures, as well as the expected associated revenue and cash flow projections. Goodwill has been allocated to the Company’s Corporate Clinics segment based on such expected benefits. Goodwill related to the acquisition is expected to be deductible for income tax purposes over 15 years. Pro Forma Results of Operations (Unaudited) The following table summarizes selected unaudited pro forma consolidated income statements for three and six months ended June 30, 2023 and 2022 for the 2023 and 2022 acquisitions, as if the CA Clinics Purchase (which has been accounted for as an asset purchase) in 2023 and the AZ clinics acquired (which have been accounted for as a business combination) had both been completed on January 1, 2022. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Revenues, net $ 29,684,349  $ 25,601,056  $ 58,346,746  $ 48,910,697  Net income (loss) (304,758) $ (1,022,274) $ 1,983,969  $ (1,196,652) $ 29,379,591  $ 24,578,782  $ 60,330,715  $ 47,714,045  The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the purchases had taken place on January 1, 2022 or of results that may occur in the future. For 2022 and 2023, this information includes actual data recorded in the Company’s consolidated financial statements for the period subsequent to the dates of the respective acquisitions. The Company’s consolidated income statements for the three and six months ended June 30, 2023 include $168,719 in net revenue and $42,036 in net income, excluding corporate clinics segment overhead costs, of the acquired CA clinics. The Company’s condensed consolidated income statements for the three and six months ended June 30, 2022 include net revenue and net income of $768,971 and $307,497, respectively, attributable to the AZ Acquisition. Assets Held for Sale In June 2023, the Company entered into negotiations to sell one of its company-managed clinics in California to a franchisee for a total of $0.1 million. The sale is expected to close during the third quarter of 2023, subject to the execution of the purchase agreement and other customary closing conditions contained in the purchase agreement. This transaction does not represent a strategic shift for the Company, and, therefore, it does not meet the criteria to be classified as a discontinued operation. As a result, the results of this clinic will continue to be reported in the Company’s operating results and in its Corporate Clinics segment until the sale is finalized. Effective with the designation as held for sale in June 2023, the Company discontinued recording depreciation on property and equipment, net and amortization of ROU assets for the clinic as required by GAAP. The Company also separately classified the related assets and liabilities of the clinics as held for sale in its June 30, 2023 condensed consolidated balance sheet. Long-lived assets that meet the criteria for the held for sale designation are reported at the lower of their carrying value or fair value less estimated cost to sell. As a result of its evaluation of the recoverability of the carrying value of the assets and liabilities held for sale relative to the agreed upon sales price, the Company recorded an estimated loss on disposal of $60,201 during the three and six months ended June 30, 2023 as Net loss on disposition or impairment in its condensed consolidated income statement and a valuation allowance included in assets held for sale on its condensed consolidated balance sheet. The principal components of the held for sale assets and liabilities as of June 30, 2023 were as follows: June 30, 2023 Assets Property and equipment, net 159,472  Operating lease right-of-use asset 116,451  Valuation allowance $ (60,201) Total assets held for sale $ 215,722  Liabilities Operating lease liability, current and non-current 148,846  Deferred revenue from company clinics 6,776  Total liabilities to be disposed of $ 155,622

v3.23.3

Property and Equipment	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment consist of the following, excluding amounts related to properties classified as held for sale: June 30, 2023 December 31, 2022 Office and computer equipment $ 5,814,911  $ 5,207,833  Leasehold improvements 19,325,917  17,842,901  Software developed 6,163,961  5,843,758  Finance lease assets 151,396  151,396  31,456,185  29,045,888  Accumulated depreciation and amortization (14,931,581) (12,675,085) 16,524,604  16,370,803  Construction in progress 1,103,329  1,104,349  Property and equipment, net $ 17,627,933  $ 17,475,152  Depreciation expense was $1,376,474 and $941,121 for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense was $2,646,735 and $1,820,251 for the six months ended June 30, 2023 and 2022, respectively. Amortization expense related to finance lease assets was $7,570 and $18,636 for the three months ended June 30, 2023 and 2022, respectively. Amortization expense related to finance lease assets was $15,139 and $40,432 for the six months ended June 30, 2023 and 2022, respectively. Construction in progress at June 30, 2023 and December 31, 2022 principally related to development and construction costs for the company-owned or managed clinics

v3.23.3

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The Company’s financial instruments include cash, restricted cash, accounts receivable, accounts payable, accrued expenses and debt under the Credit Agreement (defined in Note 7). The carrying amounts of its financial instruments, except for debt, approximate their fair value due to their short maturities. The carrying value of the Company's debt under the Credit Agreement approximates fair value due to its interest rate being calculated from observable quoted prices for similar instruments, which is considered a Level 2 fair value measurement. 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 June 30, 2023 and December 31, 2022, 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 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. The assets and liabilities resulting from the Acquisitions (reference Note 3) were recorded at fair values on a nonrecurring basis and are considered Level 3 within the fair value hierarchy. In connection with the planned sale of a company-managed clinic to a franchisee, the Company reclassified $159,472 of net property and equipment and $116,451 of ROU assets to Assets held for sale and reclassified $148,846 of lease liability and $6,776 of deferred revenue from Company clinics to Liabilities to be disposed of in the consolidated balance sheet as of June 30, 2023. Long-lived assets that meet the held for sale criteria are reported at the lower of their carrying value or fair value, less estimated costs to sell. As a result, the Company recorded a valuation allowance of $60,201 to adjust the carrying value of the disposal group to fair value less cost to sell during the three and six months ended June 30, 2023. The estimated fair value of assets held for sale is based upon Level 2 inputs, which includes a potential buyer agreed upon selling price.

v3.23.3

Intangible Assets	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets In May 2022, the Company recognized $2.4 million and $0.6 million of reacquired franchise rights and customer relationships, respectively, from the Acquisition (reference Note 3). In May 2023, the Company recognized $0.7 million, $0.1 million and $0.2 million of reacquired franchise rights, customer relationships and acquired workforce, respectively, from the Acquisition (reference Note 3). Intangible assets consisted of the following: As of June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Reacquired franchise rights $ 13,594,191  $ (5,802,132) $ 7,792,059  Customer relationships 4,444,849  (2,937,539) 1,507,310  Assembled workforce 1,137,569  (386,578) 750,991  $ 19,176,609  $ (9,126,249) $ 10,050,360  As of December 31, 2022 As Restated Gross Carrying Amount Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Reacquired franchise rights $ 12,881,894  $ (4,755,286) $ 8,126,608  Customer relationships 4,330,365  (2,352,500) 1,977,865  Assembled workforce 959,837  (136,015) 823,822  $ 18,172,096  $ (7,243,801) $ 10,928,295  Amortization expense related to the Company’s intangible assets was $945,223 and $502,113 for the three months ended June 30, 2023 and 2022, respectively. Amortization expense was $1,882,448 and $937,844 for the six months ended June 30, 2023 and 2022, respectively. Estimated amortization expense for 2023 and subsequent years is as follows: Amount 2023 (remainder) $ 1,911,358  2024 2,824,441  2025 1,699,025  2026 1,324,974  2027 769,942  Thereafter $ 1,520,620  Total $ 10,050,360

v3.23.3

Debt	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	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. 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 June 30, 2023 was 7.1%. As of June 30, 2023, 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 June 30, 2023.

v3.23.3

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation The Company grants stock-based awards under its Amended and Restated 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 June 30, 2023, the Company has granted under the 2014 Plan (i) non-qualified stock options; (ii) incentive stock options; and (iii) restricted stock. There were no stock appreciation rights and restricted stock units granted under the 2014 Plan as of June 30, 2023. 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 historically has used the simplified method to calculate the expected term of stock option grants to employees as the Company did 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 and six months ended June 30, 2023 and 2022. The information below summarizes the stock options activity for the six months ended June 30, 2023: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2022 531,923  $ 9.20  4.7 Granted —  —  Exercised (25,623) 7.90  Cancelled (7,375) 28.58  Expired (2,591) 36.19  Outstanding at June 30, 2023 496,334  $ 8.84  4.1 Exercisable at June 30, 2023 462,490  $ 7.27  3.9 For the three months ended June 30, 2023 and 2022, stock-based compensation expense for stock options was $85,724 and $136,352, respectively. For the six months ended June 30, 2023 and 2022, stock-based compensation expense for stock options was $150,606 and $307,355, respectively. Restricted Stock Restricted stock granted to employees generally vests in four equal annual installments, although on May 25, 2023, the Company granted 51,401 shares of restricted stock as part of a special award to certain high performing employees that vest in one installment on the first anniversary of the grant. Restricted stock granted to non-employee directors typically vests in full one year after the date of grant. The information below summarizes the restricted stock activity for the six months ended June 30, 2023: Restricted Stock Awards Shares Weighted Average Grant-Date Fair Value per Award Non-vested at December 31, 2022 70,312  $ 29.05  Granted 189,569  14.84  Vested (33,474) 22.00  Cancelled (5,348) 37.01  Non-vested at June 30, 2023 221,059  $ 17.74  For the three months ended June 30, 2023 and 2022, stock-based compensation expense for restricted stock was $331,293 and $203,839, respectively. For the six months ended June 30, 2023 and 2022, stock-based compensation expense for restricted stock was $532,621 and $356,392, respectively.

v3.23.3

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesDuring the three months ended June 30, 2023 and 2022, the Company recorded income tax benefit of $160,585 and income tax benefit of $477,884, respectively. During the six months ended June 30, 2023 and 2022, the Company recorded income tax expense of $681,304 and income tax benefit of $536,960, respectively. The Company’s effective tax rates differ from the federal statutory tax rate due to permanent differences, discrete items and state taxes. The Company’s effective tax rate differs from the statutory rate for the six months ended June 30, 2023 primarily due to the company’s ERC refunds from the Internal Revenue Service. The tax effect of the refund amount, net of the related consulting fees, is treated as a discrete item for the six months ended June 30, 2023 (See Note 11 "Employee Retention Credit"). The effective tax rate for the three months ended June 30, 2023 and for the three and six months ended June 30, 2022 differs from the statutory rate primarily due to the pre-tax income reported by the Joint Corp., without the VIEs

v3.23.3

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Leases The table below summarizes the components of lease expense and income statement location for the three and six months ended June 30, 2023 and 2022: Line Item in the Company’s Condensed Consolidated Income Statements Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Finance lease costs: Amortization of assets Depreciation and amortization $ 7,570  $ 18,636  $ 15,139  $ 40,432  Interest on lease liabilities Other expense, net 825  1,112  1,713  2,549  Total finance lease costs 8,395  19,748  16,852  42,981  Operating lease costs General and administrative expenses 1,639,749  $ 1,375,574  3,253,595  $ 2,730,884  Total lease costs $ 1,648,144  $ 1,395,322  $ 3,270,447  $ 2,773,865  Supplemental information and balance sheet location related to leases is as follows: June 30, 2023 December 31, 2022 Operating Leases: Operating lease right-of -use asset $22,641,632 $20,587,199 Operating lease liability - current portion $5,880,954 $5,295,830 Operating lease liability - net of current portion 20,029,654 18,672,719 Total operating lease liability $25,910,608 $23,968,549 Finance Leases: Property and equipment, at cost $151,396 $151,396 Less accumulated amortization (102,792) (87,652) Property and equipment, net $48,604 $63,744 Finance lease liability - current portion 24,956 24,433 Finance lease liability - net of current portion 50,896 63,507 Total finance lease liabilities $75,852 $87,940 Weighted average remaining lease term (in years): Operating leases 5.2 5.4 Finance lease 2.9 3.4 Weighted average discount rate: Operating leases 5.1  % 4.8  % Finance leases 4.3  % 4.3  % Supplemental cash flow information related to leases is as follows: Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 3,465,890  $ 2,822,523  Operating cash flows from finance leases 1,713  2,549  Financing cash flows from finance leases 12,087  38,022  Non-cash transactions: ROU assets obtained in exchange for lease liabilities Operating lease $ 3,859,696  $ 2,071,960  Finance lease —  —  ` Maturities of lease liabilities as of June 30, 2023 were as follows: Operating Leases Finance Lease 2023 (remainder) $ 3,545,028  $ 13,800  2024 6,743,929  27,600  2025 6,127,339  27,600  2026 4,277,431  11,500  2027 3,271,135  —  Thereafter 5,583,282  —  Total lease payments $ 29,548,144  $ 80,500  Less: Imputed interest (3,637,536) (4,647) Total lease obligations 25,910,608  75,852  Less: Current obligations (5,880,954) (24,956) Long-term lease obligation $ 20,029,654  $ 50,896  During the second quarter of 2023, 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 $0.4 million. These leases are expected to commence during the third and the fourth quarters of 2023, with lease terms of five to ten years. Guarantee in Connection with the Sale of the Divested Business In connection with the sale of a company-managed clinic in 2022, the Company guaranteed one future operating lease commitment assumed by the buyers. The Company is obligated to perform under the guarantee if the buyers fail to perform under the lease agreement at any time during the remainder of the lease agreement, which expires on May 31, 2027. At the date of sale, the undiscounted maximum potential future payments totaled $247,296. As of June 30, 2023, the undiscounted remaining lease payments under the agreement totaled $209,496. The Company had not recorded a liability with respect to the guarantee obligation as of June 30, 2023, as the Company concluded that payment under the lease guarantee was not probable. 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.

v3.23.3

Segment Reporting	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segment Reporting	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 June 30, 2023, the Company operated or managed 134 clinics under this segment. The Franchise Operations segment is composed of the operating activities of the franchise business unit. As of June 30, 2023, the franchise system consisted of 756 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. Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Revenues: (as restated) (as restated) Corporate clinics $ 17,802,838  $ 14,492,972  $ 34,930,795  $ 27,099,971  Franchise operations 11,504,346  10,394,393  22,677,210  20,024,145  Total revenues $ 29,307,184  $ 24,887,365  $ 57,608,005  $ 47,124,116  Depreciation and amortization: Corporate clinics 2,032,666  1,191,694  3,959,758  2,275,370  Franchise operations 207,717  186,247  406,690  359,735  Corporate administration 88,884  83,929  177,874  163,422  Total depreciation and amortization $ 2,329,267  $ 1,461,870  $ 4,544,322  $ 2,798,527  Segment operating income (loss): Corporate clinics $ 21,790  $ 551,223  $ (400,263) $ 405,680  Franchise operations 4,232,245  2,162,769  8,774,144  6,411,204  Total segment operating income $ 4,254,035  $ 2,713,992  $ 8,373,881  $ 6,816,884  Reconciliation of total segment operating income to consolidated earnings before income taxes: Total segment operating income $ 4,254,035  $ 2,713,992  $ 8,373,881  $ 6,816,884  Unallocated corporate (4,628,589) (4,044,458) (9,401,544) (8,186,058) Consolidated income from operations (374,554) (1,330,466) (1,027,663) (1,369,174) Other income (expense), net (106,520) (19,286) 3,714,642  (35,434) (Loss) income before income tax expense $ (481,074) $ (1,349,752) $ 2,686,979  $ (1,404,608) Segment assets: June 30, 2023 December 31, 2022 Corporate clinics $ 56,791,939  $ 56,008,234  Franchise operations 13,716,157 12,360,878 Total segment assets 70,508,096 68,369,112 Unallocated cash and cash equivalents and restricted cash 14,451,346 10,550,417 Unallocated property and equipment 734,432 915,216 Other unallocated assets 13,512,723 13,655,632 Total assets $ 99,206,597  $ 93,490,377  “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.

v3.23.3

Employee Retention Credit	6 Months Ended
	Jun. 30, 2023
Unusual or Infrequent Items, or Both [Abstract]
Employee Retention Credit	Employee Retention CreditThe employee retention credit ("ERC"), as originally enacted through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) on March 27, 2020, is a refundable credit against certain employment taxes equal to 50% of the qualified wages an eligible employer paid to employees from March 17, 2020 to December 31, 2020. The Disaster Tax Relief Act, enacted on December 27, 2020, extended the ERC for qualified wages paid from January 1, 2021 to June 30, 2021, and the credit was increased to 70% of qualified wages an eligible employer paid to employees during the extended period. The American Rescue Plan Act of 2021, enacted on March 11, 2021, further extended the ERC through December 31, 2021. In October 2022, the Company filed an application with the IRS for the ERC. Employers are eligible for the credit if they experienced full or partial suspension or modification of operations during any calendar quarter because of governmental orders due to the pandemic or a significant decline in gross receipts based on a comparison of quarterly revenue results for 2020 and/or 2021 with the comparable quarter in 2019. The Company’s ERC application was equal to 70% of qualified wages paid to employees during the period from January 1, 2021 to June 30, 2021 for a maximum quarterly credit of $7,000 per employee. In March 2023, the Company received notice and refunds from the IRS related to the overpayment of Federal Employment Tax plus interest in the amount of $4.8 million related to the ERC application. The $4.8 million ERC is subject to a 20% consulting fee. The Company's eligibility remains subject to audit by the IRS for a period of five years. Since there are no generally accepted accounting principles for for-profit business entities that receive government assistance that is not in the form of a loan, an income tax credit or revenue from a contract with a customer, we determined the appropriate accounting treatment by analogy to other guidance. We accounted for the ERC by analogy to International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, of International Financial Reporting Standards (IFRS). Under an IAS 20 analogy, a business entity would recognize the ERC on a systematic basis over the periods in which the entity recognizes the payroll expenses for which the grant (i.e., tax credit) is intended to compensate when there is reasonable assurance (i.e., it is probable) that the entity will comply with any conditions attached to the grant and the grant (i.e., tax credit) will be received. We have accounted for the $3.8 million ERC, net of the consulting fee, for the six months ended June 30, 2023 as other income on the Statement of Income when the Company was reasonably assured that the Company met all requirements of the ERC and the grant would be received. The ERC refund is not taxable; however, the credit is subject to expense disallowance rules which increased income tax expense as a discrete item by $0.9 million, net of the consulting expense deduction, for the six months ended June 30, 2023.

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These unaudited financial statements represent the condensed consolidated financial statements of The Joint Corp. (“The Joint”), which includes 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 condensed consolidated interim 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 GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim 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 Amended and Restated Form 10-K as of and for the year ended December 31, 2022, filed with the SEC on [September 13, 2023] (“Form 10-K/A”), which included all disclosures required by GAAP. The results of operations for the periods ended June 30, 2023 and 2022 are not necessarily indicative of expected operating results for the full year. The information presented throughout the document as of and for the three and six-month periods ended June 30, 2023 and 2022 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.
Principles of Consolidation	Principles of ConsolidationThe 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	Comprehensive Income Net income was the same as comprehensive income for the three and six months ended June 30, 2023 and 2022.
Correction of Immaterial Error	Correction of Immaterial ErrorDuring the second quarter of 2023, the Company identified immaterial errors related to the first quarter of 2023 in the following: (i) the accounting for upfront regional developer fees as revenue as opposed to a reduction of cost of revenue, and (ii) the accounting for uncertain tax positions related to the Joint and VIEs transfer pricing calculation for income tax purposes.
Nature of Operations	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.
Variable Interest Entities	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 four PCs, including one in New Jersey, in connection with the opening of company-managed clinics in April 2023. If an entity is deemed to be the primary beneficiary of a VIE, the entity 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 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; and 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 performance of these PCs and has an obligation to absorb losses or receive benefits which could potentially be significant to the PCs. Accordingly, the PCs are VIEs for which the Company is the primary beneficiary and are consolidated by the Company.
Cash and Cash Equivalents	Cash and Cash EquivalentsThe Company considers all highly liquid instruments purchased with a maturity of three months or less at date of purchase 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.
Restricted Cash	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 Accounts receivable primarily represents 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.
Property and Equipment	Property and EquipmentProperty 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 lives of the assets. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. The losses on disposed of or retired property or equipment were recorded in net loss on disposition or impairment of $144,345 and $209,815 for the three and six months ended June 30, 2023, respectively. The losses on disposed of or retired property or equipment were recorded in net loss on disposition or impairment of $88,844 and $95,749 for the three and six months ended June 30, 2022, respectively.
Leases	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 accompanying consolidated income statements.
Long-Lived Assets	Long-Lived AssetsThe 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.
Revenue Recognition	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 a reporting entity to estimate the amount of variable consideration to which it will be entitled in the transaction price). 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 therefore, 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. 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. 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 amortized on a straight-line basis over the term of the regional developer agreement and recognized as a decrease to franchise cost of revenues. 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. 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 six months ended June 30, 2023 and 2022.
Advertising Costs	Advertising CostsAdvertising 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.
Income Taxes	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.
Earnings per Common Share	Earnings per Common Share Basic earnings per common share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is computed by giving effect to all potentially dilutive common shares including restricted stock and stock options.
Stock-Based Compensation	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%.
Loss Contingencies	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	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	Recent Accounting Pronouncements Adopted and Not Yet Adopted The Company reviewed 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.

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Correction of Immaterial Error	The following table summarizes the effect of the errors on the Company’s consolidated balance sheet as of June 30, 2022: June 30, 2022 June 30, 2022 As Previously Reported Adjustments As Restated Intangible assets, net $ 9,114,701  $ (2,356,584) $ 6,758,117  Deferred tax assets 9,116,248  3,202,634  12,318,882  Total assets 86,235,794  846,050  87,081,844  Current liabilities: Deferred franchise and regional development fee revenue, current portion 2,981,534  (2,981,534) —  Deferred franchise fee revenue, current portion —  2,393,993  2,393,993  Upfront regional developer fees, current portion —  587,541  587,541  Other current liabilities 558,250  49,022  607,272  Total current liabilities 20,238,810  49,022  20,287,832  Deferred franchise and regional development fee revenue, net of current portion 15,447,554  (15,447,554) —  Deferred franchise fee revenue, net of current portion —  13,584,091  13,584,091  Upfront regional developer fees, net of current portion —  1,863,463  1,863,463  Other liabilities 27,230  1,064,565  1,091,795  Total liabilities 55,752,399  1,113,587  56,865,986  Accumulated deficit (13,380,196) (267,537) (13,647,733) Total The Joint Corp. stockholders' equity 30,458,395  (267,537) 30,190,858  Total equity 30,483,395  (267,537) 30,215,858  Total liabilities and stockholders' equity 86,235,794  846,050  87,081,844  The following table summarizes the effect of the errors on the Company’s consolidated income statement for the three and six months ended June 30, 2022: As Previously Reported Adjustments As Restated Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Revenues: Regional developer fees $ 169,953  $ 371,740  $ (169,953) $ (371,740) $ —  $ —  Total revenues 25,057,318  47,495,856  (169,953) (371,740) 24,887,365  47,124,116  Cost of revenues: Franchise and regional developer cost of revenues 2,074,889  4,077,701  (169,953) (371,740) 1,904,936  3,705,961  Total cost of revenues 2,427,045  4,739,816  (169,953) (371,740) 2,257,092  4,368,076  Depreciation and amortization 1,700,476  3,329,653  (238,606) (531,126) 1,461,870  2,798,527  General and administrative expenses 16,528,022  31,906,644  2,042,279  2,197,082  18,570,301  34,103,726  Total selling, general and administrative expenses 22,068,222  42,363,509  1,803,673  1,665,956  23,871,895  44,029,465  Income from operations 473,207  296,782  (1,803,673) (1,665,956) (1,330,466) (1,369,174) Income before income tax expense (benefit) 453,921  261,348  (1,803,673) (1,665,956) (1,349,752) (1,404,608) Income tax expense (benefit) 109,179  122,403  (587,063) (659,363) (477,884) (536,960) Net income (loss) 344,742  138,945  (1,216,610) (1,006,593) (871,868) (867,648) Earnings per share: Basic earnings (loss) per share $ 0.02  $ 0.01  $ (0.08) $ (0.07) $ (0.06) $ (0.06) Diluted earnings (loss) per share $ 0.02  $ 0.01  $ (0.08) $ (0.07) $ (0.06) $ (0.06) The following table summarizes the effect of the errors on the Company’s consolidated statements of stockholders' equity as of June 30, 2022, March 31, 2022 and December 31, 2021: Accumulated Deficit Total The Joint Corp. stockholder's equity Total Equity Balances, December 31, 2021 (as previously reported) $ (13,519,142) $ 29,544,627  $ 29,569,627  Adjustment due to cumulative error correction 739,057  739,057  739,057  Balances, December 31, 2021 (as restated) $ (12,780,085) $ 30,283,684  $ 30,308,684  Balances, March 31, 2022 (as previously reported) $ (13,724,938) $ 29,709,412  $ 29,734,412  Adjustment due to cumulative error correction 949,073  949,073  949,073  Balances, March 31, 2022 $ (12,775,865) $ 30,658,485  $ 30,683,485  Balances, June 30, 2022 (as previously reported) $ (13,380,196) $ 30,458,395  $ 30,483,395  Adjustment due to cumulative error correction (267,537) (267,537) (267,537) Balances, June 30, 2022 (as restated) $ (13,647,733) $ 30,190,858  $ 30,215,858  The following table summarizes the effect of the errors on the Company’s consolidated statement of cash flows for the six-month period ended June 30, 2022: Six Months Ended June 30, 2022 Six Months Ended June 30, 2022 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net income (loss) $ 138,945  (1,006,593) $ (867,648) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 3,329,653  (531,126) 2,798,527  Deferred income taxes 72,386  (904,469) (832,083) Changes in operating assets and liabilities: Upfront regional developer fees —  (824,658) (824,658) Deferred revenue 492,473  371,740  864,213  Other liabilities 404,329  245,106  649,435  Net cash provided by (used in) operating activities 1,465,160  (2,650,000) (1,184,840) Cash flows from investing activities: Reacquisition and termination of regional developer rights (2,650,000) 2,650,000  —  Net cash used in investing activities (11,414,961) 2,650,000  (8,764,961) Decrease in cash (9,876,748) —  (9,876,748) The table below sets forth the impact of the revision on the previously issued consolidated balance sheet for the interim period ended March 31, 2023. March 31, 2023 As Previously (i) Reported Adjustments As Adjusted ASSETS Intangible assets, net 11,905,176  (1,914,106) 9,991,070  Deferred tax assets 7,708,323  3,486,439  11,194,762  Total assets $ 98,050,712  $ 1,572,333  $ 99,623,045  LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Deferred franchise and regional development fee revenue, current portion 2,978,937  (2,978,937) —  Deferred franchise fee revenue, current portion —  2,487,795  2,487,795  Upfront regional developer fees, current portion —  491,142  491,142  Other current liabilities 494,250  98,043  592,293  Total current liabilities 24,969,858  98,043  25,067,901  Deferred franchise and regional development fee revenue, net of current portion 15,682,833  (15,682,833) —  Deferred franchise fee revenue, net of current portion —  14,233,564  14,233,564  Upfront regional developer fees, net of current portion —  1,449,270  1,449,270  Other liabilities 27,230  1,260,649  1,287,879  Total liabilities 62,948,315  1,358,693  64,307,008  Stockholders' equity: Accumulated deficit (10,040,856) 213,640  (9,827,216) Total The Joint Corp. stockholders' equity 35,077,397  213,640  35,291,037  Total equity 35,102,397  213,640  35,316,037  Total liabilities and stockholders' equity $ 98,050,712  $ 1,572,333  $ 99,623,045  The table below sets forth the impact of the revision on the previously issued consolidated income statement for the interim period ended March 31, 2023. Three Months Ended March, 31 2023 Three Months Ended March, 31 2023 As Previously Reported Adjustments As Adjusted Revenues: Regional developer fees $ 149,478  $ (149,478) $ —  Total revenues 28,450,298  (149,478) 28,300,820  Cost of revenues: Franchise and regional developer cost of revenues 2,290,313  (149,478) 2,140,835  Total cost of revenues 2,624,163  (149,478) 2,474,685  Depreciation and amortization 2,342,544  (127,489) 2,215,055  General and administrative expenses 19,936,115  102,361  20,038,476  Total selling, general and administrative expenses 26,438,903  (25,128) 26,413,775  Loss from operations (678,237) 25,128  (653,109) Income before income tax expense (benefit) 3,142,925  25,128  3,168,053  Income tax expense 841,889  —  841,889  Net income $ 2,301,036  $ 25,128  $ 2,326,164  Earnings per share: Basic earnings per share $ 0.16  $ —  $ 0.16  Diluted earnings per share $ 0.15  $ 0.01  $ 0.16
Schedule of Franchisor Disclosure	The following table summarizes the number of clinics in operation under franchise agreements and as company-owned or managed clinics for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, Franchised clinics: 2023 2022 2023 2022 Clinics open at beginning of period 740  636  712  610  Opened during the period 23  31  52  58  Sold during the period (3) (4) (3) (4) Closed during the period (4) (1) (5) (2) Clinics in operation at the end of the period 756  662  756  662  Three Months Ended June 30, Six Months Ended June 30, Company-owned or managed clinics: 2023 2022 2023 2022 Clinics open at beginning of period 130  100  126  96  Opened during the period 3  3  7  7  Acquired during the period 3  4  3  4  Closed during the period (2) —  (2) —  Clinics in operation at the end of the period 134  107  134  107  Total clinics in operation at the end of the period 890  769  890  769  Clinic licenses sold but not yet developed 171  229  171  229  Licenses for future clinics subject to executed letters of intent 43  41  43  41
Schedule of Earnings (Loss) per Common Share	Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Net (loss) income $ (320,489) $ (871,868) $ 2,005,675  $ (867,648) Weighted average common shares outstanding - basic 14,684,035  14,475,825  14,625,435  14,454,738  Effect of dilutive securities: Unvested restricted stock and stock options 268,328  366,991  282,158  432,500  Weighted average common shares outstanding - diluted 14,952,363  14,842,816  14,907,593  14,887,238  Basic (loss) earnings per share $ (0.02) $ (0.06) $ 0.14  $ (0.06) Diluted (loss) earnings per share $ (0.02) $ (0.06) $ 0.13  $ (0.06) The following common stock equivalents were excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, Weighted average dilutive securities: 2023 2022 2023 2022 Restricted stocks —  —  —  —  Stock options 87,983  43,120  90,953  42,064
Schedule of Revenue	VIE total revenue and general and administrative expenses for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Revenues $ 10,426,826  $ 8,480,265  $ 20,309,117  $ 16,283,304  General and administrative expenses 4,491,638  3,720,307  9,088,906  7,133,208  The following table shows the Company's revenues disaggregated according to the timing of transfer of services: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Revenue recognized at a point in time $ 27,401,004  $ 23,100,498  $ 53,737,394  $ 43,739,286  Revenue recognized over time 1,906,180  1,786,867  3,870,611  3,384,830  Total Revenues $ 29,307,184  $ 24,887,365  $ 57,608,005  $ 47,124,116
Schedule of VIEs' payroll liability	The VIEs’ payroll liability and deferred revenue from company managed clinics balances as of June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Payroll liabilities $ 621,735  $ 586,960  Deferred revenue from company managed clinics $ 4,985,654  $ 4,702,044

v3.23.3

Revenue Disclosures (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	VIE total revenue and general and administrative expenses for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Revenues $ 10,426,826  $ 8,480,265  $ 20,309,117  $ 16,283,304  General and administrative expenses 4,491,638  3,720,307  9,088,906  7,133,208  The following table shows the Company's revenues disaggregated according to the timing of transfer of services: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Revenue recognized at a point in time $ 27,401,004  $ 23,100,498  $ 53,737,394  $ 43,739,286  Revenue recognized over time 1,906,180  1,786,867  3,870,611  3,384,830  Total Revenues $ 29,307,184  $ 24,887,365  $ 57,608,005  $ 47,124,116
Schedule of Contract with Customer, Asset and Liability	Changes in the Company's contract liability for deferred revenue from company clinics during the six months ended June 30, 2023 were as follows: Deferred Revenue from company clinics Balance at December 31, 2022 $ 7,471,549  Revenue recognized that was included in the contract liability at the beginning of the year (5,202,787) Net increase during the six months ended June 30, 2023 5,420,686  Balance at June 30, 2023 $ 7,689,448  Changes in the Company's contract liability for deferred franchise fees during the six months ended June 30, 2023 were as follows: Deferred Revenue short and long-term Balance at December 31, 2022, as restated $ 16,629,735  Revenue recognized that was included in the contract liability at the beginning of the year (1,363,506) Net increase during the six months ended June 30, 2023 1,447,506  Balance at June 30, 2023 $ 16,713,735  The Company's deferred franchise and development costs represent capitalized sales commissions. Changes during the six months ended June 30, 2023 were as follows: Deferred Franchise and Development Costs short and long-term Balance at December 31, 2022 $ 6,761,738  Recognized as cost of revenue during the six months ended June 30, 2023 (490,939) Net increase during the six months ended June 30, 2022 393,665  Balance at June 30, 2023 $ 6,664,464
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction	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 June 30, 2023: Contract liabilities expected to be recognized in Amount 2023 (remainder) $ 1,272,496  2024 2,459,511  2025 2,322,249  2026 2,228,012  2027 2,154,886  Thereafter 6,276,581  Total $ 16,713,735

v3.23.3

Acquisition and Assets Held for Sale (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The allocation of the total purchase price of the CA Clinics Purchase was as follows: Property and equipment $ 313,995  Operating lease right-of-use asset 317,662  Intangible assets 1,004,513  Total assets acquired 1,636,170  Deferred revenue (158,365) Operating lease liability - current portion (118,081) Operating lease liability - net of current portion (199,957) Net purchase consideration $ 1,159,767  The allocation of the purchase price was as follows: Property and equipment $ 235,558  Operating lease right-of-use asset 823,869  Intangible assets 2,983,200  Total identifiable assets acquired 4,042,627  Goodwill 2,965,375  Deferred revenue (493,060) Operating lease liability – current portion (107,694) Operating lease liability – net of current portion (716,476) Net purchase consideration $ 5,690,772
Schedule of Business Acquisition, Pro Forma Information	The following table summarizes selected unaudited pro forma consolidated income statements for three and six months ended June 30, 2023 and 2022 for the 2023 and 2022 acquisitions, as if the CA Clinics Purchase (which has been accounted for as an asset purchase) in 2023 and the AZ clinics acquired (which have been accounted for as a business combination) had both been completed on January 1, 2022. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (as restated) (as restated) Revenues, net $ 29,684,349  $ 25,601,056  $ 58,346,746  $ 48,910,697  Net income (loss) (304,758) $ (1,022,274) $ 1,983,969  $ (1,196,652) $ 29,379,591  $ 24,578,782  $ 60,330,715  $ 47,714,045
Schedule of Assets and Liabilities Held for Sale	The principal components of the held for sale assets and liabilities as of June 30, 2023 were as follows: June 30, 2023 Assets Property and equipment, net 159,472  Operating lease right-of-use asset 116,451  Valuation allowance $ (60,201) Total assets held for sale $ 215,722  Liabilities Operating lease liability, current and non-current 148,846  Deferred revenue from company clinics 6,776  Total liabilities to be disposed of $ 155,622

v3.23.3

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	Property and equipment consist of the following, excluding amounts related to properties classified as held for sale: June 30, 2023 December 31, 2022 Office and computer equipment $ 5,814,911  $ 5,207,833  Leasehold improvements 19,325,917  17,842,901  Software developed 6,163,961  5,843,758  Finance lease assets 151,396  151,396  31,456,185  29,045,888  Accumulated depreciation and amortization (14,931,581) (12,675,085) 16,524,604  16,370,803  Construction in progress 1,103,329  1,104,349  Property and equipment, net $ 17,627,933  $ 17,475,152

v3.23.3

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Intangible assets consisted of the following: As of June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Reacquired franchise rights $ 13,594,191  $ (5,802,132) $ 7,792,059  Customer relationships 4,444,849  (2,937,539) 1,507,310  Assembled workforce 1,137,569  (386,578) 750,991  $ 19,176,609  $ (9,126,249) $ 10,050,360  As of December 31, 2022 As Restated Gross Carrying Amount Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Reacquired franchise rights $ 12,881,894  $ (4,755,286) $ 8,126,608  Customer relationships 4,330,365  (2,352,500) 1,977,865  Assembled workforce 959,837  (136,015) 823,822  $ 18,172,096  $ (7,243,801) $ 10,928,295
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	Estimated amortization expense for 2023 and subsequent years is as follows: Amount 2023 (remainder) $ 1,911,358  2024 2,824,441  2025 1,699,025  2026 1,324,974  2027 769,942  Thereafter $ 1,520,620  Total $ 10,050,360

v3.23.3

Stock-Based Compensation  (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-based Payment Arrangement, Option, Activity	The information below summarizes the stock options activity for the six months ended June 30, 2023: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2022 531,923  $ 9.20  4.7 Granted —  —  Exercised (25,623) 7.90  Cancelled (7,375) 28.58  Expired (2,591) 36.19  Outstanding at June 30, 2023 496,334  $ 8.84  4.1 Exercisable at June 30, 2023 462,490  $ 7.27  3.9
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity	The information below summarizes the restricted stock activity for the six months ended June 30, 2023: Restricted Stock Awards Shares Weighted Average Grant-Date Fair Value per Award Non-vested at December 31, 2022 70,312  $ 29.05  Granted 189,569  14.84  Vested (33,474) 22.00  Cancelled (5,348) 37.01  Non-vested at June 30, 2023 221,059  $ 17.74

v3.23.3

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of Lease, Cost	The table below summarizes the components of lease expense and income statement location for the three and six months ended June 30, 2023 and 2022: Line Item in the Company’s Condensed Consolidated Income Statements Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Finance lease costs: Amortization of assets Depreciation and amortization $ 7,570  $ 18,636  $ 15,139  $ 40,432  Interest on lease liabilities Other expense, net 825  1,112  1,713  2,549  Total finance lease costs 8,395  19,748  16,852  42,981  Operating lease costs General and administrative expenses 1,639,749  $ 1,375,574  3,253,595  $ 2,730,884  Total lease costs $ 1,648,144  $ 1,395,322  $ 3,270,447  $ 2,773,865
Schedule of Assets And Liabilities, Lessee	Supplemental information and balance sheet location related to leases is as follows: June 30, 2023 December 31, 2022 Operating Leases: Operating lease right-of -use asset $22,641,632 $20,587,199 Operating lease liability - current portion $5,880,954 $5,295,830 Operating lease liability - net of current portion 20,029,654 18,672,719 Total operating lease liability $25,910,608 $23,968,549 Finance Leases: Property and equipment, at cost $151,396 $151,396 Less accumulated amortization (102,792) (87,652) Property and equipment, net $48,604 $63,744 Finance lease liability - current portion 24,956 24,433 Finance lease liability - net of current portion 50,896 63,507 Total finance lease liabilities $75,852 $87,940 Weighted average remaining lease term (in years): Operating leases 5.2 5.4 Finance lease 2.9 3.4 Weighted average discount rate: Operating leases 5.1  % 4.8  % Finance leases 4.3  % 4.3  % Supplemental cash flow information related to leases is as follows: Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 3,465,890  $ 2,822,523  Operating cash flows from finance leases 1,713  2,549  Financing cash flows from finance leases 12,087  38,022  Non-cash transactions: ROU assets obtained in exchange for lease liabilities Operating lease $ 3,859,696  $ 2,071,960  Finance lease —  —  `
Schedule of Lessee, Operating Lease, Liability, Maturity	Maturities of lease liabilities as of June 30, 2023 were as follows: Operating Leases Finance Lease 2023 (remainder) $ 3,545,028  $ 13,800  2024 6,743,929  27,600  2025 6,127,339  27,600  2026 4,277,431  11,500  2027 3,271,135  —  Thereafter 5,583,282  —  Total lease payments $ 29,548,144  $ 80,500  Less: Imputed interest (3,637,536) (4,647) Total lease obligations 25,910,608  75,852  Less: Current obligations (5,880,954) (24,956) Long-term lease obligation $ 20,029,654  $ 50,896
Schedule of Finance Lease, Liability, Maturity	Maturities of lease liabilities as of June 30, 2023 were as follows: Operating Leases Finance Lease 2023 (remainder) $ 3,545,028  $ 13,800  2024 6,743,929  27,600  2025 6,127,339  27,600  2026 4,277,431  11,500  2027 3,271,135  —  Thereafter 5,583,282  —  Total lease payments $ 29,548,144  $ 80,500  Less: Imputed interest (3,637,536) (4,647) Total lease obligations 25,910,608  75,852  Less: Current obligations (5,880,954) (24,956) Long-term lease obligation $ 20,029,654  $ 50,896

v3.23.3

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	The tables below present financial information for the Company’s two operating business segments. Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Revenues: (as restated) (as restated) Corporate clinics $ 17,802,838  $ 14,492,972  $ 34,930,795  $ 27,099,971  Franchise operations 11,504,346  10,394,393  22,677,210  20,024,145  Total revenues $ 29,307,184  $ 24,887,365  $ 57,608,005  $ 47,124,116  Depreciation and amortization: Corporate clinics 2,032,666  1,191,694  3,959,758  2,275,370  Franchise operations 207,717  186,247  406,690  359,735  Corporate administration 88,884  83,929  177,874  163,422  Total depreciation and amortization $ 2,329,267  $ 1,461,870  $ 4,544,322  $ 2,798,527  Segment operating income (loss): Corporate clinics $ 21,790  $ 551,223  $ (400,263) $ 405,680  Franchise operations 4,232,245  2,162,769  8,774,144  6,411,204  Total segment operating income $ 4,254,035  $ 2,713,992  $ 8,373,881  $ 6,816,884  Reconciliation of total segment operating income to consolidated earnings before income taxes: Total segment operating income $ 4,254,035  $ 2,713,992  $ 8,373,881  $ 6,816,884  Unallocated corporate (4,628,589) (4,044,458) (9,401,544) (8,186,058) Consolidated income from operations (374,554) (1,330,466) (1,027,663) (1,369,174) Other income (expense), net (106,520) (19,286) 3,714,642  (35,434) (Loss) income before income tax expense $ (481,074) $ (1,349,752) $ 2,686,979  $ (1,404,608)
Schedule of Reconciliation of Assets from Segment to Consolidated	Segment assets: June 30, 2023 December 31, 2022 Corporate clinics $ 56,791,939  $ 56,008,234  Franchise operations 13,716,157 12,360,878 Total segment assets 70,508,096 68,369,112 Unallocated cash and cash equivalents and restricted cash 14,451,346 10,550,417 Unallocated property and equipment 734,432 915,216 Other unallocated assets 13,512,723 13,655,632 Total assets $ 99,206,597  $ 93,490,377

v3.23.3

Supplemental Disclosure of Non-cash Activity (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Interest	$ 127,481	$ 23,982
Income taxes	59,989	59,271
Unpaid purchases of property and equipment	79,871	450,072
Net deferred revenue	16,713,735		$ 16,629,735
Franchise Fees Collected Upon Franchise Agreement
Net deferred revenue	$ 28,997	$ 70,484

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies - Restatement of Previously Issued Interim Consolidated Financial Statements (Unaudited and Restated) (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Intangible assets, net	$ 10,050,360	$ 9,991,070	$ 6,758,117		$ 10,050,360	$ 6,758,117	$ 10,928,295
Deferred tax assets	11,450,998	11,194,762	12,318,882		11,450,998	12,318,882	11,928,152
Total assets	99,206,597	99,623,045	87,081,844		99,206,597	87,081,844	93,490,377
Current liabilities:
Deferred franchise and regional development fee revenue, current portion		0	0			0
Deferred franchise fee revenue, current portion	2,503,294	2,487,795	2,393,993		2,503,294	2,393,993	2,468,601
Upfront Regional Developer Fees, current portion	406,965	491,142	587,541		406,965	587,541	487,250
Other current liabilities	693,427	592,293	607,272		693,427	607,272	597,294
Total current liabilities	24,968,127	25,067,901	20,287,832		24,968,127	20,287,832	23,217,017
Deferred franchise and regional development fee revenue, net of current portion		0	0			0
Deferred franchise revenue, net of current portion	14,210,441	14,233,564	13,584,091		14,210,441	13,584,091	14,161,134
Upfront Regional Developer Fees, net of current portion	1,183,106	1,449,270	1,863,463		1,183,106	1,863,463	1,500,278
Other liabilities	1,287,879	1,287,879	1,091,795		1,287,879	1,091,795	1,287,879
Total liabilities	63,730,103	64,307,008	56,865,986		63,730,103	56,865,986	60,902,534
Stockholders' equity:
Accumulated deficit	(10,147,705)	(9,827,216)	(13,647,733)		(10,147,705)	(13,647,733)	(12,153,380)
Total The Joint Corp. stockholders' equity	35,451,494	35,291,037	30,190,858		35,451,494	30,190,858	32,562,843
Total equity	35,476,494	35,316,037	30,215,858	$ 30,683,485	35,476,494	30,215,858	32,587,843	$ 30,308,684
Liabilities and Equity	99,206,597	99,623,045	87,081,844		99,206,597	87,081,844	93,490,377
Revenues:
Total revenues	29,307,184	28,300,820	24,887,365		57,608,005	47,124,116
Cost of revenues:
Cost of revenues			1,904,936			3,705,961
Total cost of revenues	2,595,512	2,474,685	2,257,092		5,070,197	4,368,076
Depreciation and amortization	2,329,267	2,215,055	1,461,870		4,544,322	2,798,527
General and administrative expenses	19,904,796	20,038,476	18,570,301		39,943,272	34,103,726
Total selling, general and administrative expenses	26,941,881	26,413,775	23,871,895		53,355,656	44,029,465
Loss from operations	(374,554)	(653,109)	(1,330,466)		(1,027,663)	(1,369,174)
Income before income tax expense (benefit)	(481,074)	3,168,053	(1,349,752)		2,686,979	(1,404,608)
Income tax (benefit) expense	(160,585)	841,889	(477,884)		681,304	(536,960)
Net income	$ (320,489)	$ 2,326,164	$ (871,868)	4,220	$ 2,005,675	$ (867,648)
Earnings per share:
Basic earnings per share (in dollars per share)	$ (0.02)	$ 0.16	$ (0.06)		$ 0.14	$ (0.06)
Diluted earnings per share (in dollars per share)	$ (0.02)	$ 0.16	$ (0.06)		$ 0.13	$ (0.06)
Statement of Stockholders' Equity [Abstract]
Total equity	$ 35,476,494	$ 35,316,037	$ 30,215,858	30,683,485	$ 35,476,494	$ 30,215,858	32,587,843	30,308,684
Cash flows from operating activities:
Net (loss) income	(320,489)	2,326,164	(871,868)	4,220	2,005,675	(867,648)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	2,329,267	2,215,055	1,461,870		4,544,322	2,798,527
Deferred income taxes					477,154	(832,083)
Changes in operating assets and liabilities, net of acquisitions:
Upfront regional developer fees					(397,457)	(824,658)
Deferred revenue					245,363	864,213
Other liabilities					59,259	649,436
Net cash provided by (used in) operating activities					7,493,142	(1,184,840)
Cash flows from investing activities:
Reacquisition and termination of regional developer rights						0
Net cash used in investing activities					(3,779,875)	(8,764,961)
Decrease in cash					3,900,929	(9,876,748)
Accumulated Deficit
Stockholders' equity:
Total equity	(10,147,705)	(9,827,216)	(13,647,733)	(12,775,865)	(10,147,705)	(13,647,733)	(12,153,380)	(12,780,085)
Cost of revenues:
Net income	(320,489)	2,326,164	(871,868)	4,220
Statement of Stockholders' Equity [Abstract]
Total equity	(10,147,705)	(9,827,216)	(13,647,733)	(12,775,865)	(10,147,705)	(13,647,733)	(12,153,380)	(12,780,085)
Cash flows from operating activities:
Net (loss) income	(320,489)	2,326,164	(871,868)	4,220
Total The Joint Corp. stockholders' equity
Stockholders' equity:
Total equity	35,451,494	35,291,037	30,190,858	30,658,485	35,451,494	30,190,858	32,562,843	30,283,684
Cost of revenues:
Net income	(320,489)	2,326,164	(871,868)	4,220
Statement of Stockholders' Equity [Abstract]
Total equity	35,451,494	35,291,037	30,190,858	30,658,485	35,451,494	30,190,858	$ 32,562,843	30,283,684
Cash flows from operating activities:
Net (loss) income	(320,489)	2,326,164	(871,868)	4,220
Regional developer fees
Revenues:
Total revenues	$ 0	0	0		$ 0	0
As Previously Reported
ASSETS
Intangible assets, net		11,905,176	9,114,701			9,114,701
Deferred tax assets		7,708,323	9,116,248			9,116,248
Total assets		98,050,712	86,235,794			86,235,794
Current liabilities:
Deferred franchise and regional development fee revenue, current portion		2,978,937	2,981,534			2,981,534
Deferred franchise fee revenue, current portion		0	0			0
Upfront Regional Developer Fees, current portion		0	0			0
Other current liabilities		494,250	558,250			558,250
Total current liabilities		24,969,858	20,238,810			20,238,810
Deferred franchise and regional development fee revenue, net of current portion		15,682,833	15,447,554			15,447,554
Deferred franchise revenue, net of current portion		0	0			0
Upfront Regional Developer Fees, net of current portion		0	0			0
Other liabilities		27,230	27,230			27,230
Total liabilities		62,948,315	55,752,399			55,752,399
Stockholders' equity:
Accumulated deficit		(10,040,856)	(13,380,196)			(13,380,196)
Total The Joint Corp. stockholders' equity		35,077,397	30,458,395			30,458,395
Total equity		35,102,397	30,483,395	29,734,412		30,483,395		29,569,627
Liabilities and Equity		98,050,712	86,235,794			86,235,794
Revenues:
Total revenues		28,450,298	25,057,318			47,495,856
Cost of revenues:
Cost of revenues			2,074,889			4,077,701
Total cost of revenues		2,624,163	2,427,045			4,739,816
Depreciation and amortization		2,342,544	1,700,476			3,329,653
General and administrative expenses		19,936,115	16,528,022			31,906,644
Total selling, general and administrative expenses		26,438,903	22,068,222			42,363,509
Loss from operations		(678,237)	473,207			296,782
Income before income tax expense (benefit)		3,142,925	453,921			261,348
Income tax (benefit) expense		841,889	109,179			122,403
Net income		$ 2,301,036	$ 344,742			$ 138,945
Earnings per share:
Basic earnings per share (in dollars per share)		$ 0.16	$ 0.02			$ 0.01
Diluted earnings per share (in dollars per share)		$ 0.15	$ 0.02			$ 0.01
Statement of Stockholders' Equity [Abstract]
Total equity		$ 35,102,397	$ 30,483,395	29,734,412		$ 30,483,395		29,569,627
Cash flows from operating activities:
Net (loss) income		2,301,036	344,742			138,945
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,342,544	1,700,476			3,329,653
Deferred income taxes						72,386
Changes in operating assets and liabilities, net of acquisitions:
Upfront regional developer fees						0
Deferred revenue						492,473
Other liabilities						404,329
Net cash provided by (used in) operating activities						1,465,160
Cash flows from investing activities:
Reacquisition and termination of regional developer rights						(2,650,000)
Net cash used in investing activities						(11,414,961)
Decrease in cash						(9,876,748)
As Previously Reported | Accumulated Deficit
Stockholders' equity:
Total equity			(13,380,196)	(13,724,938)		(13,380,196)		(13,519,142)
Statement of Stockholders' Equity [Abstract]
Total equity			(13,380,196)	(13,724,938)		(13,380,196)		(13,519,142)
As Previously Reported | Total The Joint Corp. stockholders' equity
Stockholders' equity:
Total equity			30,458,395	29,709,412		30,458,395		29,544,627
Statement of Stockholders' Equity [Abstract]
Total equity			30,458,395	29,709,412		30,458,395		29,544,627
As Previously Reported | Regional developer fees
Revenues:
Total revenues		149,478	169,953			371,740
Adjustments
ASSETS
Intangible assets, net		(1,914,106)	(2,356,584)			(2,356,584)
Deferred tax assets		3,486,439	3,202,634			3,202,634
Total assets		1,572,333	846,050			846,050
Current liabilities:
Deferred franchise and regional development fee revenue, current portion		(2,978,937)	(2,981,534)			(2,981,534)
Deferred franchise fee revenue, current portion		2,487,795	2,393,993			2,393,993
Upfront Regional Developer Fees, current portion		491,142	587,541			587,541
Other current liabilities		98,043	49,022			49,022
Total current liabilities		98,043	49,022			49,022
Deferred franchise and regional development fee revenue, net of current portion		(15,682,833)	(15,447,554)			(15,447,554)
Deferred franchise revenue, net of current portion		14,233,564	13,584,091			13,584,091
Upfront Regional Developer Fees, net of current portion		1,449,270	1,863,463			1,863,463
Other liabilities		1,260,649	1,064,565			1,064,565
Total liabilities		1,358,693	1,113,587			1,113,587
Stockholders' equity:
Accumulated deficit		213,640	(267,537)			(267,537)
Total The Joint Corp. stockholders' equity		213,640	(267,537)			(267,537)
Total equity		213,640	(267,537)	949,073		(267,537)		739,057
Liabilities and Equity		1,572,333	846,050			846,050
Revenues:
Total revenues		(149,478)	(169,953)			(371,740)
Cost of revenues:
Cost of revenues			(169,953)			(371,740)
Total cost of revenues		(149,478)	(169,953)			(371,740)
Depreciation and amortization		(127,489)	(238,606)			(531,126)
General and administrative expenses		102,361	2,042,279			2,197,082
Total selling, general and administrative expenses		(25,128)	1,803,673			1,665,956
Loss from operations		25,128	(1,803,673)			(1,665,956)
Income before income tax expense (benefit)		25,128	(1,803,673)			(1,665,956)
Income tax (benefit) expense		0	(587,063)			(659,363)
Net income		$ 25,128	$ (1,216,610)			$ (1,006,593)
Earnings per share:
Basic earnings per share (in dollars per share)		$ 0	$ (0.08)			$ (0.07)
Diluted earnings per share (in dollars per share)		$ 0.01	$ (0.08)			$ (0.07)
Statement of Stockholders' Equity [Abstract]
Total equity		$ 213,640	$ (267,537)	949,073		$ (267,537)		739,057
Cash flows from operating activities:
Net (loss) income		25,128	(1,216,610)			(1,006,593)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		(127,489)	(238,606)			(531,126)
Deferred income taxes						(904,469)
Changes in operating assets and liabilities, net of acquisitions:
Upfront regional developer fees						(824,658)
Deferred revenue						371,740
Other liabilities						245,106
Net cash provided by (used in) operating activities						(2,650,000)
Cash flows from investing activities:
Reacquisition and termination of regional developer rights						2,650,000
Net cash used in investing activities						2,650,000
Decrease in cash						0
Adjustments | Accumulated Deficit
Stockholders' equity:
Total equity			(267,537)	949,073		(267,537)		739,057
Statement of Stockholders' Equity [Abstract]
Total equity			(267,537)	949,073		(267,537)		739,057
Adjustments | Total The Joint Corp. stockholders' equity
Stockholders' equity:
Total equity			(267,537)	949,073		(267,537)		739,057
Statement of Stockholders' Equity [Abstract]
Total equity			(267,537)	$ 949,073		(267,537)		$ 739,057
Adjustments | Regional developer fees
Revenues:
Total revenues		$ (149,478)	$ (169,953)			$ (371,740)

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies - Correction of Immaterial Error (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Intangible assets, net	$ 10,050,360	$ 9,991,070	$ 6,758,117		$ 10,050,360	$ 6,758,117	$ 10,928,295
Deferred tax assets	11,450,998	11,194,762	12,318,882		11,450,998	12,318,882	11,928,152
Total assets	99,206,597	99,623,045	87,081,844		99,206,597	87,081,844	93,490,377
Current liabilities:
Deferred franchise and regional development fee revenue, current portion		0	0			0
Deferred franchise fee revenue, current portion	2,503,294	2,487,795	2,393,993		2,503,294	2,393,993	2,468,601
Upfront Regional Developer Fees, current portion	406,965	491,142	587,541		406,965	587,541	487,250
Other current liabilities	693,427	592,293	607,272		693,427	607,272	597,294
Total current liabilities	24,968,127	25,067,901	20,287,832		24,968,127	20,287,832	23,217,017
Deferred franchise and regional development fee revenue, net of current portion		0	0			0
Deferred franchise revenue, net of current portion	14,210,441	14,233,564	13,584,091		14,210,441	13,584,091	14,161,134
Upfront Regional Developer Fees, net of current portion	1,183,106	1,449,270	1,863,463		1,183,106	1,863,463	1,500,278
Other liabilities	1,287,879	1,287,879	1,091,795		1,287,879	1,091,795	1,287,879
Total liabilities	63,730,103	64,307,008	56,865,986		63,730,103	56,865,986	60,902,534
Stockholders' equity:
Accumulated deficit	(10,147,705)	(9,827,216)	(13,647,733)		(10,147,705)	(13,647,733)	(12,153,380)
Total The Joint Corp. stockholders' equity	35,451,494	35,291,037	30,190,858		35,451,494	30,190,858	32,562,843
Total equity	35,476,494	35,316,037	30,215,858	$ 30,683,485	35,476,494	30,215,858	32,587,843	$ 30,308,684
Total liabilities and stockholders' equity	99,206,597	99,623,045	87,081,844		99,206,597	87,081,844	$ 93,490,377
Revenues:
Total revenues	29,307,184	28,300,820	24,887,365		57,608,005	47,124,116
Cost of revenues:
Cost of revenues			1,904,936			3,705,961
Total cost of revenues	2,595,512	2,474,685	2,257,092		5,070,197	4,368,076
Depreciation and amortization	2,329,267	2,215,055	1,461,870		4,544,322	2,798,527
General and administrative expenses	19,904,796	20,038,476	18,570,301		39,943,272	34,103,726
Total selling, general and administrative expenses	26,941,881	26,413,775	23,871,895		53,355,656	44,029,465
Loss from operations	(374,554)	(653,109)	(1,330,466)		(1,027,663)	(1,369,174)
Income before income tax expense (benefit)	(481,074)	3,168,053	(1,349,752)		2,686,979	(1,404,608)
Income tax (benefit) expense	(160,585)	841,889	(477,884)		681,304	(536,960)
Net income	$ (320,489)	$ 2,326,164	$ (871,868)	4,220	$ 2,005,675	$ (867,648)
Earnings per share:
Basic earnings per share (in dollars per share)	$ (0.02)	$ 0.16	$ (0.06)		$ 0.14	$ (0.06)
Diluted earnings per share (in dollars per share)	$ (0.02)	$ 0.16	$ (0.06)		$ 0.13	$ (0.06)
Regional developer fees
Revenues:
Total revenues	$ 0	$ 0	$ 0		$ 0	$ 0
Franchise fees/Franchise and regional development cost of revenues
Revenues:
Total revenues	671,368		686,886		1,425,794	1,327,851
Cost of revenues:
Cost of revenues	$ 2,236,442	2,140,835	1,904,936		$ 4,377,277	3,705,961
As Previously Reported
ASSETS
Intangible assets, net		11,905,176	9,114,701			9,114,701
Deferred tax assets		7,708,323	9,116,248			9,116,248
Total assets		98,050,712	86,235,794			86,235,794
Current liabilities:
Deferred franchise and regional development fee revenue, current portion		2,978,937	2,981,534			2,981,534
Deferred franchise fee revenue, current portion		0	0			0
Upfront Regional Developer Fees, current portion		0	0			0
Other current liabilities		494,250	558,250			558,250
Total current liabilities		24,969,858	20,238,810			20,238,810
Deferred franchise and regional development fee revenue, net of current portion		15,682,833	15,447,554			15,447,554
Deferred franchise revenue, net of current portion		0	0			0
Upfront Regional Developer Fees, net of current portion		0	0			0
Other liabilities		27,230	27,230			27,230
Total liabilities		62,948,315	55,752,399			55,752,399
Stockholders' equity:
Accumulated deficit		(10,040,856)	(13,380,196)			(13,380,196)
Total The Joint Corp. stockholders' equity		35,077,397	30,458,395			30,458,395
Total equity		35,102,397	30,483,395	29,734,412		30,483,395		29,569,627
Total liabilities and stockholders' equity		98,050,712	86,235,794			86,235,794
Revenues:
Total revenues		28,450,298	25,057,318			47,495,856
Cost of revenues:
Cost of revenues			2,074,889			4,077,701
Total cost of revenues		2,624,163	2,427,045			4,739,816
Depreciation and amortization		2,342,544	1,700,476			3,329,653
General and administrative expenses		19,936,115	16,528,022			31,906,644
Total selling, general and administrative expenses		26,438,903	22,068,222			42,363,509
Loss from operations		(678,237)	473,207			296,782
Income before income tax expense (benefit)		3,142,925	453,921			261,348
Income tax (benefit) expense		841,889	109,179			122,403
Net income		$ 2,301,036	$ 344,742			$ 138,945
Earnings per share:
Basic earnings per share (in dollars per share)		$ 0.16	$ 0.02			$ 0.01
Diluted earnings per share (in dollars per share)		$ 0.15	$ 0.02			$ 0.01
As Previously Reported | Regional developer fees
Revenues:
Total revenues		$ 149,478	$ 169,953			$ 371,740
As Previously Reported | Franchise fees/Franchise and regional development cost of revenues
Cost of revenues:
Cost of revenues		2,290,313
Adjustments
ASSETS
Intangible assets, net		(1,914,106)	(2,356,584)			(2,356,584)
Deferred tax assets		3,486,439	3,202,634			3,202,634
Total assets		1,572,333	846,050			846,050
Current liabilities:
Deferred franchise and regional development fee revenue, current portion		(2,978,937)	(2,981,534)			(2,981,534)
Deferred franchise fee revenue, current portion		2,487,795	2,393,993			2,393,993
Upfront Regional Developer Fees, current portion		491,142	587,541			587,541
Other current liabilities		98,043	49,022			49,022
Total current liabilities		98,043	49,022			49,022
Deferred franchise and regional development fee revenue, net of current portion		(15,682,833)	(15,447,554)			(15,447,554)
Deferred franchise revenue, net of current portion		14,233,564	13,584,091			13,584,091
Upfront Regional Developer Fees, net of current portion		1,449,270	1,863,463			1,863,463
Other liabilities		1,260,649	1,064,565			1,064,565
Total liabilities		1,358,693	1,113,587			1,113,587
Stockholders' equity:
Accumulated deficit		213,640	(267,537)			(267,537)
Total The Joint Corp. stockholders' equity		213,640	(267,537)			(267,537)
Total equity		213,640	(267,537)	$ 949,073		(267,537)		$ 739,057
Total liabilities and stockholders' equity		1,572,333	846,050			846,050
Revenues:
Total revenues		(149,478)	(169,953)			(371,740)
Cost of revenues:
Cost of revenues			(169,953)			(371,740)
Total cost of revenues		(149,478)	(169,953)			(371,740)
Depreciation and amortization		(127,489)	(238,606)			(531,126)
General and administrative expenses		102,361	2,042,279			2,197,082
Total selling, general and administrative expenses		(25,128)	1,803,673			1,665,956
Loss from operations		25,128	(1,803,673)			(1,665,956)
Income before income tax expense (benefit)		25,128	(1,803,673)			(1,665,956)
Income tax (benefit) expense		0	(587,063)			(659,363)
Net income		$ 25,128	$ (1,216,610)			$ (1,006,593)
Earnings per share:
Basic earnings per share (in dollars per share)		$ 0	$ (0.08)			$ (0.07)
Diluted earnings per share (in dollars per share)		$ 0.01	$ (0.08)			$ (0.07)
Adjustments | Regional developer fees
Revenues:
Total revenues		$ (149,478)	$ (169,953)			$ (371,740)
Adjustments | Franchise fees/Franchise and regional development cost of revenues
Cost of revenues:
Cost of revenues		$ (149,478)

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies - Clinics in Operation Under Franchise Agreements or Company-owned or Managed (Details) - clinic	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Product Information, Franchised Clinics, Company-Owned Or Managed Clinics, Activity [Roll Forward]
Closed during the period			(2)	0
Clinics in operation at the end of the period	890	769	890	769
Clinic licenses sold but not yet developed	171	229	171	229
Licenses for future clinics subject to executed letters of intent	43	41	43	41
Franchised Clinics
Product Information, Franchised Clinics, Company-Owned Or Managed Clinics, Activity [Roll Forward]
Clinics open at beginning of period	740	636	712	610
Opened during the period	23	31	52	58
Sold during the period	(3)	(4)	(3)	(4)
Closed during the period	(4)	(1)	(5)	(2)
Clinics in operation at the end of the period	756	662	756	662
Company-Owned or Managed Clinics
Product Information, Franchised Clinics, Company-Owned Or Managed Clinics, Activity [Roll Forward]
Clinics open at beginning of period	130	100	126	96
Opened during the period	3	3	7	7
Acquired during the period	3	4	3	4
Closed during the period	(2)	0
Clinics in operation at the end of the period	134	107	134	107

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) option	Jun. 30, 2022 USD ($) clinic	Jun. 30, 2023 USD ($) option	Jun. 30, 2022 USD ($) clinic	Apr. 01, 2023 corporation	Dec. 31, 2022 USD ($)
Product Information [Line Items]
Number of professional corporations | corporation					4
Cash equivalents	$ 0		$ 0			$ 0
Allowance for doubtful accounts	0		0			$ 0
Loss on disposal	$ 144,345	$ 88,844	$ 209,815	$ 95,749
Number of lease renewal options | option	1		1
Impairments of long-lived assets		$ 60,580		$ 60,580
Number of clinics sold | clinic		2		2
Percentage of franchise royalty sales			7.00%
Marketing fee percentage			2.00%
Initial term of franchise agreement (in years)			10 years
Percentage royalty of sales generated by franchised clinics			3.00%
Advertising costs	$ 1,977,678	$ 1,104,156	$ 3,578,291	$ 2,318,568
Forecasted turnover percentage	5.00%		5.00%
Disposal Group, Held-for-sale, Not Discontinued Operations
Product Information [Line Items]
Property and equipment, net	$ 159,472		$ 159,472
Operating lease right-of-use asset	116,451		116,451
ROU liability	148,846		148,846
Deferred revenue	6,776		6,776
Valuation allowance	$ 60,201		$ 60,201
Minimum
Product Information [Line Items]
Property and equipment, useful life (in years)	3 years		3 years
Maximum
Product Information [Line Items]
Property and equipment, useful life (in years)	10 years		10 years
NORTH CAROLINA
Product Information [Line Items]
Number of professional corporations | corporation					1

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies - Revenue (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Variable Interest Entity [Line Items]
Total revenues	$ 29,307,184	$ 28,300,820	$ 24,887,365	$ 57,608,005	$ 47,124,116
General and administrative expenses	19,904,796	$ 20,038,476	18,570,301	39,943,272	34,103,726
Variable Interest Entity
Variable Interest Entity [Line Items]
Total revenues	10,426,826		8,480,265	20,309,117	16,283,304
General and administrative expenses	$ 4,491,638		$ 3,720,307	$ 9,088,906	$ 7,133,208

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies - VIEs' Payroll Liability (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Product Information [Line Items]
Payroll liabilities	$ 2,845,800		$ 2,030,510
Deferred franchise fee revenue, current portion	2,503,294	$ 2,487,795	2,468,601	$ 2,393,993
Variable Interest Entity, Primary Beneficiary
Product Information [Line Items]
Payroll liabilities	621,735		586,960
Deferred franchise fee revenue, current portion	$ 4,985,654		$ 4,702,044

v3.23.3

Nature of Operations and Summary of Significant Accounting Policies - Earnings per Common Share (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Product Information [Line Items]
Net income (loss)	$ (320,489)		$ (871,868)	$ 2,005,675	$ (867,648)
Weighted average common shares outstanding - basic (in shares)	14,684,035		14,475,825	14,625,435	14,454,738
Effect of dilutive securities:
Unvested restricted stock and stock options (in shares)	268,328		366,991	282,158	432,500
Weighted average common shares outstanding - diluted (in shares)	14,952,363		14,842,816	14,907,593	14,887,238
Basic (loss) earnings per share (in dollars per share)	$ (0.02)	$ 0.16	$ (0.06)	$ 0.14	$ (0.06)
Diluted (loss) earnings per share (in dollars per share)	$ (0.02)	$ 0.16	$ (0.06)	$ 0.13	$ (0.06)
Restricted stocks
Effect of dilutive securities:
Weighted average potentially dilutive securities (in shares)	0		0	0	0
Stock options
Effect of dilutive securities:
Weighted average potentially dilutive securities (in shares)	87,983		43,120	90,953	42,064

v3.23.3

Revenue Disclosures - Narrative (Details)	Jun. 30, 2023 state
Revenue from Contract with Customer [Abstract]
Franchises, number of states and district	41

v3.23.3

Revenue Disclosures - Disaggregation of Revenue (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 29,307,184	$ 28,300,820	$ 24,887,365	$ 57,608,005	$ 47,124,116
Transferred at Point in Time
Disaggregation of Revenue [Line Items]
Total revenues	27,401,004		23,100,498	53,737,394	43,739,286
Transferred over Time
Disaggregation of Revenue [Line Items]
Total revenues	$ 1,906,180		$ 1,786,867	$ 3,870,611	$ 3,384,830

v3.23.3

Revenue Disclosures - Changes in Contract Assets and Contract Liabilities (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Deferred Revenue from company clinics
Balance, beginning	$ 7,471,549
Revenue recognized that was included in the contract liability at the beginning of the year	(5,202,787)
six months ended June 30, 2023	5,420,686
Balance, ending	7,689,448
Deferred Revenue short and long-term
Balance, beginning	16,629,735
Revenue recognized that was included in the contract liability at the beginning of the year	(1,363,506)
Net increase during the period	1,447,506
Balance, ending	16,713,735
Deferred Franchise and Development Costs short and long-term
Balance, beginning	6,761,738
Recognized as cost of revenue during the year	(490,939)
Net increase during the period	393,665
Balance, ending	$ 6,664,464

v3.23.3

Revenue Disclosures - Schedule of Contract Liabilities Expected to be Recognized (Details)	Jun. 30, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Revenue expected to be recognized, amount	$ 16,713,735
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Disaggregation of Revenue [Line Items]
Revenue expected to be recognized, amount	$ 1,272,496
Revenue expected to be recognized, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Disaggregation of Revenue [Line Items]
Revenue expected to be recognized, amount	$ 2,459,511
Revenue expected to be recognized, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Disaggregation of Revenue [Line Items]
Revenue expected to be recognized, amount	$ 2,322,249
Revenue expected to be recognized, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Disaggregation of Revenue [Line Items]
Revenue expected to be recognized, amount	$ 2,228,012
Revenue expected to be recognized, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Disaggregation of Revenue [Line Items]
Revenue expected to be recognized, amount	$ 2,154,886
Revenue expected to be recognized, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Disaggregation of Revenue [Line Items]
Revenue expected to be recognized, amount	$ 6,276,581
Revenue expected to be recognized, period

v3.23.3

Acquisition and Assets Held for Sale - Narrative (Details)			3 Months Ended			6 Months Ended
	May 22, 2023 USD ($) clinic	May 19, 2022 USD ($) clinic	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	May 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	May 31, 2022 USD ($)
Business Acquisition [Line Items]
Net deferred revenue				$ 16,713,735		$ 16,713,735			$ 16,629,735
Revenues, net				168,719	$ 768,971	168,719	$ 768,971
Net income				42,036	$ 307,497	42,036	$ 307,497
Disposal Group, Held-for-sale, Not Discontinued Operations
Business Acquisition [Line Items]
Total consideration				100,000		100,000
Valuation allowance				$ 60,201		$ 60,201
Asset and Franchise Purchase Agreement, California
Business Acquisition [Line Items]
Number of businesses acquired | clinic	3
Purchase price	$ 1,188,764
Net deferred revenue	28,997
Net purchase consideration	1,159,767
Intangible assets	$ 1,004,513
Asset and Franchise Purchase Agreement, California | Subsequent Event
Business Acquisition [Line Items]
Purchase price			$ 109,767
Asset and Franchise Purchase Agreement, California | Reacquired franchise rights
Business Acquisition [Line Items]
Intangible assets								$ 700,000
Asset and Franchise Purchase Agreement, California | Reacquired franchise rights | Minimum
Business Acquisition [Line Items]
Intangible assets, useful life (in years)	6 years
Asset and Franchise Purchase Agreement, California | Reacquired franchise rights | Maximum
Business Acquisition [Line Items]
Intangible assets, useful life (in years)	7 years
Asset and Franchise Purchase Agreement, California | Customer relationships
Business Acquisition [Line Items]
Intangible assets		$ 100,000
Asset and Franchise Purchase Agreement, California | Customer relationships | Maximum
Business Acquisition [Line Items]
Intangible assets, useful life (in years)	2 years
Asset and Franchise Purchase Agreement, California | Assembled workforce
Business Acquisition [Line Items]
Intangible assets								$ 200,000
Asset and Franchise Purchase Agreement, California | Assembled workforce | Maximum
Business Acquisition [Line Items]
Intangible assets, useful life (in years)	2 years
Asset and Franchise Purchase Agreement, Arizona
Business Acquisition [Line Items]
Number of businesses acquired | clinic		4
Purchase price		$ 5,761,256
Net deferred revenue		70,484
Net purchase consideration		5,690,772
Intangible assets		2,983,200
Asset and Franchise Purchase Agreement, Arizona | Reacquired franchise rights
Business Acquisition [Line Items]
Intangible assets		$ 2,422,500								$ 2,400,000
Asset and Franchise Purchase Agreement, Arizona | Reacquired franchise rights | Minimum
Business Acquisition [Line Items]
Intangible assets, useful life (in years)		4 years
Asset and Franchise Purchase Agreement, Arizona | Reacquired franchise rights | Maximum
Business Acquisition [Line Items]
Intangible assets, useful life (in years)		8 years
Asset and Franchise Purchase Agreement, Arizona | Customer relationships
Business Acquisition [Line Items]
Intangible assets		$ 560,700								$ 600,000
Asset and Franchise Purchase Agreement, Arizona | Customer relationships | Maximum
Business Acquisition [Line Items]
Intangible assets, useful life (in years)		2 years

v3.23.3

Acquisition and Assets Held for Sale - Assets Acquired and Liabilities Assumed (Details) - USD ($)	May 22, 2023	May 19, 2022	Jun. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill			$ 8,493,407	$ 8,493,407
Asset and Franchise Purchase Agreement, California
Business Acquisition [Line Items]
Property and equipment	$ 313,995
Operating lease right-of-use asset	317,662
Intangible assets	1,004,513
Total assets acquired	1,636,170
Deferred revenue	(158,365)
Operating lease liability - current portion	(118,081)
Operating lease liability - net of current portion	(199,957)
Net purchase consideration	$ 1,159,767
Asset and Franchise Purchase Agreement, Arizona
Business Acquisition [Line Items]
Property and equipment		$ 235,558
Operating lease right-of-use asset		823,869
Intangible assets		2,983,200
Total assets acquired		4,042,627
Goodwill		2,965,375
Deferred revenue		(493,060)
Operating lease liability - current portion		(107,694)
Operating lease liability - net of current portion		(716,476)
Net purchase consideration		$ 5,690,772

v3.23.3

Acquisition and Assets Held for Sale - Unaudited Pro Forma Information (Details) - Asset and Franchise Purchase Agreement, California - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Revenues, net	$ 29,684,349	$ 25,601,056	$ 58,346,746	$ 48,910,697
Net income (loss)	(304,758)	(1,022,274)	1,983,969	(1,196,652)
Earnings (loss), total	$ 29,379,591	$ 24,578,782	$ 60,330,715	$ 47,714,045

v3.23.3

Acquisition and Assets Held for Sale - Assets and Liabilities Held For Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations	Jun. 30, 2023 USD ($)
Assets
Property and equipment, net	$ 159,472
Operating lease right-of-use asset	116,451
Valuation allowance	(60,201)
Total assets held for sale	215,722
Liabilities
Operating lease liability, current and non-current	148,846
Deferred revenue from company clinics	6,776
Total liabilities to be disposed of	$ 155,622

v3.23.3

Property and Equipment - Property and Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Finance lease assets	$ 151,396	$ 151,396
Property and equipment, net	17,627,933	17,475,152
Construction in progress	1,103,329	1,104,349
Office and computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5,814,911	5,207,833
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	19,325,917	17,842,901
Software developed
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,163,961	5,843,758
Finance lease assets
Property, Plant and Equipment [Line Items]
Finance lease assets	151,396	151,396
Property Plant and Equipment, Excluding Construction in Progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	31,456,185	29,045,888
Accumulated depreciation and amortization	(14,931,581)	(12,675,085)
Property and equipment, net	$ 16,524,604	$ 16,370,803

v3.23.3

Property and Equipment - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,376,474	$ 941,121	$ 2,646,735	$ 1,820,251
Amortization of assets	$ 7,570	$ 18,636	$ 15,139	$ 40,432

v3.23.3

Fair Value Measurements (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loss on disposal	$ 144,345	$ 88,844	$ 209,815	$ 95,749
Disposal Group, Held-for-sale, Not Discontinued Operations
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Property and equipment, net	159,472		159,472
Operating lease right-of-use asset	116,451		116,451
ROU liability	148,846		148,846
Deferred revenue	$ 6,776		$ 6,776

v3.23.3

Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	May 31, 2023	May 22, 2023	May 31, 2022	May 19, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 945,223	$ 502,113	$ 1,882,448	$ 937,844
Asset and Franchise Purchase Agreement, Arizona
Finite-Lived Intangible Assets [Line Items]
Intangible assets								$ 2,983,200
Asset and Franchise Purchase Agreement, California
Finite-Lived Intangible Assets [Line Items]
Intangible assets						$ 1,004,513
Reacquired franchise rights | Asset and Franchise Purchase Agreement, Arizona
Finite-Lived Intangible Assets [Line Items]
Intangible assets							$ 2,400,000	2,422,500
Reacquired franchise rights | Asset and Franchise Purchase Agreement, California
Finite-Lived Intangible Assets [Line Items]
Intangible assets					$ 700,000
Customer relationships | Asset and Franchise Purchase Agreement, Arizona
Finite-Lived Intangible Assets [Line Items]
Intangible assets							$ 600,000	560,700
Customer relationships | Asset and Franchise Purchase Agreement, California
Finite-Lived Intangible Assets [Line Items]
Intangible assets								$ 100,000
Assembled workforce | Asset and Franchise Purchase Agreement, California
Finite-Lived Intangible Assets [Line Items]
Intangible assets					$ 200,000

v3.23.3

Intangible Assets - Intangible Assets Acquired (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 19,176,609	$ 18,172,096
Accumulated Amortization	(9,126,249)	(7,243,801)
Total	10,050,360	10,928,295
Reacquired franchise rights
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,594,191	12,881,894
Accumulated Amortization	(5,802,132)	(4,755,286)
Total	7,792,059	8,126,608
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,444,849	4,330,365
Accumulated Amortization	(2,937,539)	(2,352,500)
Total	1,507,310	1,977,865
Assembled workforce
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,137,569	959,837
Accumulated Amortization	(386,578)	(136,015)
Total	$ 750,991	$ 823,822

v3.23.3

Intangible Assets - Estimated Amortization Expense (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (remainder)	$ 1,911,358
2024	2,824,441
2025	1,699,025
2026	1,324,974
2027	769,942
Thereafter	1,520,620
Total	$ 10,050,360	$ 10,928,295

v3.23.3

Debt (Details) - Line of Credit - USD ($)		6 Months Ended
	Feb. 28, 2022	Jun. 30, 2023	Feb. 28, 2020
Senior Secured Credit Facilities | Secured Debt
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 7,500,000
Maximum borrowing capacity, additional amount	$ 2,500,000		2,500,000
Senior Secured Credit Facilities | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	2,000,000
Debt instrument, face amount			2,000,000
Interest rate on funds borrowed under the revolver		7.10%
Proceeds from lines of credit		$ 2,000,000
Senior Secured Credit Facilities | Development Line of Credit
Debt Instrument [Line Items]
Debt instrument, face amount			5,500,000
Termination of development line of credit	5,500,000
Senior Secured Credit Facilities | Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	1,000,000		$ 1,000,000
2022 Credit Facility | Secured Debt
Debt Instrument [Line Items]
Maximum borrowing capacity, additional amount	30,000,000
2022 Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 20,000,000
2022 Credit Facility | Revolving Credit Facility | SOFR rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	0.10%
2022 Credit Facility | Revolving Credit Facility | SOFR rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
2022 Credit Facility | Revolving Credit Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
2022 Credit Facility | Revolving Credit Facility | Federal Reserve Bank Of New York Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
2022 Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5,000,000

v3.23.3

Stock-Based Compensation  - Narrative (Details)		3 Months Ended		6 Months Ended
	May 25, 2023 installment shares	Jun. 30, 2023 USD ($) installment	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) installment	Jun. 30, 2022 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forecasted turnover percentage		5.00%		5.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term (in years)				4 years
Contractual term (in years)				10 years
Forecasted turnover percentage		5.00%		5.00%
Stock-based compensation expense | $		$ 85,724	$ 136,352	$ 150,606	$ 307,355
Restricted stocks
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense | $		$ 331,293	$ 203,839	$ 532,621	$ 356,392
Number of installments | installment		4		4
Restricted stocks | Certain High Performing Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term (in years)	1 year
Number of installments | installment	1
Number of shares granted (in shares) | shares	51,401

v3.23.3

Stock-Based Compensation  - Stock Options Activity (Details) - Stock options	6 Months Ended	12 Months Ended
	Jun. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Number of Shares
Outstanding, beginning (in shares) | shares	531,923
Granted (in shares) | shares	0
Exercised (in shares) | shares	(25,623)
Cancelled (in shares) | shares	(7,375)
Expired (in shares) | shares	(2,591)
Outstanding, ending (in shares) | shares	496,334	531,923
Exercisable (in shares) | shares	462,490
Weighted Average Exercise Price
Outstanding, beginning (in dollars per share) | $ / shares	$ 9.20
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	7.90
Cancelled (in dollars per share) | $ / shares	28.58
Expired (in dollars per share) | $ / shares	36.19
Outstanding, ending (in dollars per share) | $ / shares	8.84	$ 9.20
Exercisable (in dollars per share) | $ / shares	$ 7.27
Outstanding, weighted average remaining contractual life (in years)	4 years 1 month 6 days	4 years 8 months 12 days
Exercisable, weighted average remaining contractual life (in years)	3 years 10 months 24 days

v3.23.3

Stock-Based Compensation  - Restricted Stock Activity (Details) - Restricted stocks	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Shares
Unvested, beginning (in shares) | shares	70,312
Granted (in shares) | shares	189,569
Awards vested (in shares) | shares	(33,474)
Cancelled (in shares) | shares	(5,348)
Unvested, ending (in shares) | shares	221,059
Weighted Average Grant-Date Fair Value per Award
Non-vested, beginning (in dollars per share) | $ / shares	$ 29.05
Granted (in dollar per share) | $ / shares	14.84
Vested (in dollars per share) | $ / shares	22.00
Cancelled (in dollars per share) | $ / shares	37.01
Non-vested, ending (in dollars per share) | $ / shares	$ 17.74

v3.23.3

Income Taxes (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ (160,585)	$ 841,889	$ (477,884)	$ 681,304	$ (536,960)

v3.23.3

Commitments and Contingencies - Lease Expense and Supplemental Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Finance lease costs:
Amortization of assets	$ 7,570	$ 18,636	$ 15,139	$ 40,432
Interest on lease liabilities	825	1,112	1,713	2,549
Total finance lease costs	8,395	19,748	16,852	42,981
Operating lease costs	1,639,749	1,375,574	3,253,595	2,730,884
Total lease costs	1,648,144	$ 1,395,322	3,270,447	2,773,865
Operating Leases:
Operating lease right-of-use asset	22,641,632		22,641,632		$ 20,587,199
Operating lease liability, current portion	5,880,954		5,880,954		5,295,830
Operating lease liability - net of current portion	20,029,654		20,029,654		18,672,719
Total operating lease liability	25,910,608		25,910,608		23,968,549
Finance Leases:
Property and equipment, at cost	151,396		151,396		151,396
Less accumulated amortization	(102,792)		(102,792)		(87,652)
Property and equipment, net	48,604		48,604		63,744
Finance lease liability, current portion	24,956		24,956		24,433
Finance lease liability, net of current portion	50,896		50,896		63,507
Total finance lease liabilities	$ 75,852		$ 75,852		$ 87,940
Weighted average remaining lease term (in years):
Operating leases	5 years 2 months 12 days		5 years 2 months 12 days		5 years 4 months 24 days
Finance lease	2 years 10 months 24 days		2 years 10 months 24 days		3 years 4 months 24 days
Weighted average discount rate:
Operating leases	5.10%		5.10%		4.80%
Finance leases	4.30%		4.30%		4.30%
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases			$ 3,465,890	2,822,523
Operating cash flows from finance leases			1,713	2,549
Financing cash flows from finance leases			12,087	38,022
Non-cash transactions: ROU assets obtained in exchange for lease liabilities
Operating lease			3,859,696	2,071,960
Finance lease			$ 0	$ 0

v3.23.3

Commitments and Contingencies - Maturities of Lease Liabilities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Operating Leases
2023 (remainder)	$ 3,545,028
2024	6,743,929
2025	6,127,339
2026	4,277,431
2027	3,271,135
Thereafter	5,583,282
Total lease payments	29,548,144
Less: Imputed interest	(3,637,536)
Total lease obligations	25,910,608	$ 23,968,549
Less: Current obligations	(5,880,954)	(5,295,830)
Long-term lease obligation	20,029,654	18,672,719
Finance Lease
2023 (remainder)	13,800
2024	27,600
2025	27,600
2026	11,500
2027	0
Thereafter	0
Total lease payments	80,500
Less: Imputed interest	(4,647)
Total lease obligations	75,852	87,940
Less: Current obligations	(24,956)	(24,433)
Long-term lease obligation	$ 50,896	$ 63,507

v3.23.3

Commitments and Contingencies - Narrative (Details)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($) lease
Lessee, Lease, Description [Line Items]
Lease not yet commenced liability	$ 400,000
Number of future operating leases committed | lease		1
Maximum potential future payments		$ 247,296
Undiscounted remaining lease payments	$ 209,496
Minimum
Lessee, Lease, Description [Line Items]
Term of leases not yet commenced (in years)	5 years
Maximum
Lessee, Lease, Description [Line Items]
Term of leases not yet commenced (in years)	10 years

v3.23.3

Segment Reporting - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 clinic segment	Mar. 31, 2023 clinic	Dec. 31, 2022 clinic	Jun. 30, 2022 clinic	Mar. 31, 2022 clinic	Dec. 31, 2021 clinic
Segment Reporting Information [Line Items]
Number of operating segments | segment	2
Number of non-operating segments | segment	1
Number of stores	890			769
Company-Owned or Managed Clinics
Segment Reporting Information [Line Items]
Number of stores	134	130	126	107	100	96
Franchised Clinics
Segment Reporting Information [Line Items]
Number of stores	756	740	712	662	636	610

v3.23.3

Segment Reporting - Segment Reporting Financial Information (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenues	$ 29,307,184		$ 24,887,365	$ 57,608,005	$ 47,124,116
Depreciation and amortization	2,329,267		1,461,870	4,544,322	2,798,527
Segment operating income (loss)	(374,554)	$ (653,109)	(1,330,466)	(1,027,663)	(1,369,174)
Other income (expense), net	(106,520)		(19,286)	3,714,642	(35,434)
(Loss) income before income tax expense	(481,074)	$ 3,168,053	(1,349,752)	2,686,979	(1,404,608)
Operating Segments
Segment Reporting Information [Line Items]
Segment operating income (loss)	4,254,035		2,713,992	8,373,881	6,816,884
Unallocated corporate
Segment Reporting Information [Line Items]
Segment operating income (loss)	(4,628,589)		(4,044,458)	(9,401,544)	(8,186,058)
Corporate clinics
Segment Reporting Information [Line Items]
Revenues	17,802,838		14,492,972	34,930,795	27,099,971
Corporate clinics | Operating Segments
Segment Reporting Information [Line Items]
Depreciation and amortization	2,032,666		1,191,694	3,959,758	2,275,370
Segment operating income (loss)	21,790		551,223	(400,263)	405,680
Franchise operations
Segment Reporting Information [Line Items]
Revenues	11,504,346		10,394,393	22,677,210	20,024,145
Franchise operations | Operating Segments
Segment Reporting Information [Line Items]
Depreciation and amortization	207,717		186,247	406,690	359,735
Segment operating income (loss)	4,232,245		2,162,769	8,774,144	6,411,204
Corporate administration
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 88,884		$ 83,929	$ 177,874	$ 163,422

v3.23.3

Segment Reporting - Segment Reporting Information, Assets (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total assets	$ 99,206,597	$ 99,623,045	$ 93,490,377	$ 87,081,844
Unallocated cash and cash equivalents and restricted cash	14,451,346		10,550,417	$ 10,035,590	$ 19,912,338
Operating Segments
Segment Reporting Information [Line Items]
Total assets	70,508,096		68,369,112
Segment Reconciling Items
Segment Reporting Information [Line Items]
Unallocated cash and cash equivalents and restricted cash	14,451,346		10,550,417
Unallocated property and equipment	734,432		915,216
Other unallocated assets	13,512,723		13,655,632
Corporate clinics | Operating Segments
Segment Reporting Information [Line Items]
Total assets	56,791,939		56,008,234
Franchise operations | Operating Segments
Segment Reporting Information [Line Items]
Total assets	$ 13,716,157		$ 12,360,878

v3.23.3

Employee Retention Credit (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023
Unusual or Infrequent Items, or Both [Abstract]
Overpayment amount	$ 4.8
Consulting fee	20.00%
Employee retention credit		$ 3.8
Increase in income tax expense		$ 0.9

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