UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): July 20, 2016
The Joint Corp.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36724 | 90-0544160 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 16767 N. Perimeter Drive, Suite 240 Scottsdale, AZ 85260 |
| (Address of Principal Executive Offices) |
Registrant's telephone number, including area code:
(480) 245-5960
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 2.02. Results of Operations and Financial Condition.
On July 20, 2016, the Company issued a press release announcing preliminary unaudited financial results for the quarter ended June 30, 2016. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) ExhibitsExhibit Number Description 99.1 Press Release dated July 20, 2016
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Joint Corp. | ||
| Date: July 20, 2016 | By: | /s/ Peter D. Holt |
| Name: Peter D. Holt | ||
| Title: Acting Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release dated July 20, 2016 |
EXHIBIT 99.1
The Joint Corp. Announces Preliminary Second Quarter 2016 Results
Reaffirms Full Year 2016 Revenue and Adjusted EBITDA Guidance; Reduces Full Year 2016 Net New Clinic Openings Guidance
Company to Host Conference Call Tomorrow, July 21, at 9:00 a.m. ET
SCOTTSDALE, Ariz., July 20, 2016 (GLOBE NEWSWIRE) -- The Joint Corp. (NASDAQ:JYNT), a national operator, manager and franchisor of chiropractic clinics, today announced that, for second quarter 2016, it expects revenue to be in the range of $4.8 million to $5.0 million, a net loss in the range of $(3.0) million to $(3.3) million, and Adjusted EBITDA loss to be in the range of $(1.8) million to $(2.0) million.
The financial information presented above is a preliminary estimate only, has not been reviewed by the Company's independent registered public accounting firm and is subject to change upon completion of the review of the Company’s financial statements as of and for the quarter ended June 30, 2016. Additional information and disclosures would be required for a more complete understanding of the Company’s financial position and results of operations as of June 30, 2016.
The Joint Corp. plans to report full financial results for the quarter ended June 30, 2016 on August 11, 2016.
“Although there have been changes in senior management at The Joint Corp, the board strongly believes in the new management. With the appointment of Peter Holt as acting CEO and the existing strong finance and accounting team, management is well positioned to execute on its strategy to grow both corporate and franchised clinics,” said Richard Kerley, lead director of The Joint Corp. board of directors.
“We remain confident in our strategy to grow our business and are committed to financial discipline. The investments we have made thus far have allowed the Joint Corp. to amass 61 corporate clinics (both greenfield and buybacks), re-acquire additional strategic regional developer licenses, and build an infrastructure to support operations, including putting the resources in place to support the management of corporate and franchised clinics,” said Peter D. Holt, acting chief executive officer of The Joint Corp.“ To offset the slower than anticipated gross sales ramp of some of the corporate greenfield clinics, the growth of corporate clinics has been scaled back in 2016, allowing us to preserve cash while we continue our focus on growing gross sales and streamlining operations across all 61 corporate owned/managed clinics.”
2016 Financial Guidance
Based on our current cash position and operating plan, our expectation is that we have sufficient cash to fund operations through to adjusted EBITDA profitability. For full year 2016, The Joint Corp. is reiterating guidance for total revenues and adjusted EBITDA and adjusting guidance for net new clinic openings, as set forth below:
Conference Call
In connection with this release, The Joint Corp. will host a conference call at 9:00 a.m. ET tomorrow, July 21, 2016. The conference call will be accessible by dialing 844-464-3931 (toll-free) or 765-507-2604, and referencing 51712585. A live webcast of the conference call will also be available on the investor relations section of the company’s website at www.thejoint.com. An audio replay will be available two hours after the conclusion of the call through July 28, 2016. The replay can be accessed by dialing (855) 859-2056 or (404) 537-3406. The passcode for the replay is 51712585.
Non-GAAP Financial Information
This release includes a preliminary estimate of Adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA is presented because it is an important measure used by management to assess financial performance, as management believes it provides a more transparent view of the Company’s underlying operating performance and operating trends. Our reconciliation of net loss to Adjusted EBITDA is discussed in the following sentence. We define Adjusted EBITDA as net income (loss) before net interest, taxes, depreciation and amortization expense, acquisition-related expenses, bargain purchase gain, and stock-based compensation expense.
Adjusted EBITDA does not represent and should not be considered an alternative to net income (loss), as determined by accounting principles generally accepted in the United States, or GAAP. While Adjusted EBITDA is a frequently used as measure of financial performance and the ability to meet debt service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. Adjusted EBITDA should be reviewed in conjunction with the Company’s financial statements filed with the SEC.
Forward-Looking Statements
This press release contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of industry trends, our future financial and operating performance and our growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, our failure to develop or acquire corporate clinics as rapidly as we intend, our failure to profitably operate corporate clinics, and the factors described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC. Words such as "anticipates," "believes," "continues," "estimates," "expects," "goal," "objectives," "intends," "may," "opportunity," "plans," "potential," "near-term," "long-term," "projections," "assumptions," "projects," "guidance," "forecasts," "outlook," "target," "trends," "should," "could," "would," "will" and similar expressions are intended to identify such forward-looking statements. We qualify any forward-looking statements entirely by these cautionary factors. We assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
About The Joint Corp. (NASDAQ:JYNT)
The Joint is reinventing chiropractic by making quality care convenient and affordable for patients seeking pain relief and ongoing wellness. Our no-appointment policy and convenient hours and locations make care more accessible, and our affordable membership plans and packages eliminate the need for insurance. With 340+ clinics nationwide and more than 3 million patient visits annually, The Joint is an emerging growth company and key leader in the chiropractic profession. For more information, visit www.thejoint.com, follow us on Twitter @thejointchiro and find us on Facebook, You Tube and LinkedIn.
Business Structure
The Joint Corp. is a franchisor of clinics and an operator of clinics in certain states. In Arkansas, California, Colorado, Florida, Illinois, Kansas, Michigan, Minnesota, New Jersey, New York, North Carolina, Oregon, Pennsylvania, and Tennessee, The Joint and its franchisees provide management services to affiliated professional chiropractic practices.
Investor Contact:
Peter Vozzo
peter.vozzo@westwicke.com
443-213-0505
Media Contact:
Inna Lazarev
Public Relations Manager
inna.lazarev@thejoint.com