Business Context and Reporting Period
Company: The Joint Corp. (JYNT)
Filing Type: Form 8-K (Current Report)
Date of Report: August 15, 2019
Reporting Period: Event date August 15, 2019; Report signed August 19, 2019
Business Context: The Company is an emerging growth company listed on the NASDAQ Capital Market. This filing reports the completion of an asset acquisition.
Key Financial Metrics
This filing details a specific transaction rather than periodic financial performance. Key metrics related to the transaction include:
- Total Consideration: $325,000
- Cash Paid at Closing: $300,000
- Deferred Payment: $25,000 (payable 90 days after closing)
- Revenue/Profit/Cash Flow: The filing text does not provide a clear value for the Company's overall revenue, profit, or cash flow for the period.
- Debt/Liquidity: The filing text does not provide a clear value for the Company's overall debt or liquidity position.
Material Changes
Asset Acquisition: Effective August 15, 2019, The Joint Corp. completed the repurchase of one operating franchise located in Chula Vista, California. The transaction was executed pursuant to an Asset and Franchise Agreement Purchase Agreement with Well Adjusted Ventures, LLC and Jim Burbach. The Company intends to own and operate the clinic directly.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to own and operate the acquired clinic. A press release regarding the transaction was issued on August 19, 2019.
Financial Statements: Financial statements of the acquired business and pro forma financial information are not included in this filing. They will be filed as soon as practicable within the timeframe required by Form 8-K.
Risks/Contingencies: The consideration amounts are subject to certain adjustments as defined in the Purchase Agreement. The filing text does not provide specific details on other risks or contingencies beyond the transaction terms.
Investor Verification Checklist
- Verify the final purchase price after any adjustments to the $325,000 consideration.
- Review the full text of the Asset and Franchise Agreement Purchase Agreement (Exhibit 10.1) for specific terms and conditions.
- Monitor upcoming filings for the required financial statements of the acquired business and pro forma financial information.
- Confirm the operational status and integration timeline of the Chula Vista, California clinic.