UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 19, 2022, the Company entered into an Asset and Franchise Purchase Agreement (the “Purchase Agreement”) among the Company, SJV Tempe Marketplace, LLC, an Arizona limited liability company (“TM”), Shakarian Joint Ventures, LLC, an Arizona limited liability company (“SJV”), SJV East Mesa, LLC, an Arizona limited liability company (“EM”), SJV Apache Junction, LLC, an Arizona limited liability company (“AJ”), Dr. Aaron Shakarian, an individual and Stacie Shakarian, an individual (TM, SJV, EM, AJ, Dr. Aaron Shakarian and Stacie Shakarian shall collectively be referred to as the “Seller”), and Shakarian Holdings, LLC, an Arizona limited liability company, Dr. Aaron Shakarian, an individual and Stacie Shakarian, an individual (collectively, the “Shareholder”) under which the Company repurchased from the Seller four operating franchises in the Scottsdale/Phoenix, Arizona area (together, the “Repurchase Transaction”). The Company intends to operate the franchises as Company-owned clinics.
The total consideration for the Repurchase Transaction was $5,800,000, subject to certain adjustments, of which $5,600,000 was paid in cash at the closing, and $200,000 of which will be paid in cash within ninety (90) days after the closing, less any agreed upon adjustments.
The foregoing description of the Repurchase Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed with the Company’s quarterly report on Form 10-Q for the second quarter of 2022 (the “Q2 2022 10-Q”).
The representations and warranties in the Purchase Agreement have been made solely for the benefit of the parties to the Purchase Agreement. These representations and warranties (i) have been made only for purposes of the Purchase Agreement, (ii) are qualified by the disclosure schedules to the Purchase Agreement, (iii) were made only as of the date of the Purchase Agreement (or such other date as specified in the Purchase Agreement) and (iv) have been included in the Purchase Agreement only for the purpose of allocating risk between the parties and not for the purpose of establishing matters as facts. Accordingly, the Purchase Agreement will be included as an exhibit to the Company’s Q2 2022 10-Q simply to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations and warranties in the Purchase Agreement as describing the actual state of facts or condition of the parties. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding any party that is or will be contained in, or incorporated by reference into, that party’s filings with the U.S. Securities and Exchange Commission.
On May 23, 2022, the Company published a press release describing the Repurchase Transaction. A copy of the press release is being
furnished herewith as Exhibit 99.1.
The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of 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.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated May 23, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 23, 2022 | By: | /s/ Peter D. Holt |
| Peter D. Holt | ||
| President and Chief Executive Officer | ||
EXHIBIT 99.1
The Joint Corp. Acquires Four Previously Owned Franchised Clinics, Strengthening the Scottsdale/Phoenix Region Cluster
- Expected to be immediately accretive to the bottom line and improve the corporate clinic operating margin -
SCOTTSDALE, Ariz., May 23, 2022 (GLOBE NEWSWIRE) -- The Joint Corp. (NASDAQ: JYNT), the nation's largest provider of chiropractic care through The Joint Chiropractic® network, acquired four previously owned franchised clinics for $5.8 million on May 19, 2022.
“We are expanding and strengthening our corporate portfolio in the Scottsdale/Phoenix region,” said Peter D. Holt, President and Chief Executive Officer of The Joint Corp. “This opportunity arose with a multi-unit franchisee with clinics in both Arizona and California who wished to consolidate their clinics to California only. As these high performing, mature clinics are located in our headquartered region where we already have a cluster of 20 corporate clinics, we will quickly incorporate them into our portfolio. The valuation is in-line with previous acquisitions and reflects the strength of these clinic teams. As such, we expect them to be immediately accretive to the bottom line and improve our corporate clinic operating margin.”
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, the continuing impact of the COVID-19 outbreak on the economy and our operations (including temporary clinic closures, shortened business hours and reduced patient demand), our failure to develop or acquire company-owned or managed clinics as rapidly as we intend, our failure to profitably operate company-owned or managed clinics, our inability to identify and recruit enough qualified chiropractors and other personnel to staff our clinics, due in part to the nationwide labor shortage, and the other factors described in “Risk Factors” in our Annual Report on Form 10-K as filed with the SEC for the year ended December 31, 2021, as updated or revised for any material changes described in any subsequently-filed Quarterly Reports on Form 10-Q or other SEC filings. 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 Corp. revolutionized access to chiropractic care when it introduced its retail healthcare business model in 2010. Today, it is the nation's largest operator, manager and franchisor of chiropractic clinics through The Joint Chiropractic network. The company is making quality care convenient and affordable, while eliminating the need for insurance, for millions of patients seeking pain relief and ongoing wellness. With more than 700 locations nationwide and nearly 11 million patient visits annually, The Joint Chiropractic is a key leader in the chiropractic industry. Ranked number one on Forbes' 2022 America's Best Small Companies list, number three on Fortune's 100 Fastest-Growing Companies list and consistently named to Franchise Times "Top 400+ Franchises" and Entrepreneur's "Franchise 500®" lists, The Joint Chiropractic is an innovative force, where healthcare meets retail. For more information, visit www.thejoint.com.
Business Structure
The Joint Corp. is a franchisor of clinics and an operator of clinics in certain states. In Arkansas, California, Colorado, District of Columbia, Florida, Illinois, Kansas, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York, North Carolina, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Washington, West Virginia and Wyoming, The Joint Corp. and its franchisees provide management services to affiliated professional chiropractic practices.
Media Contact: Margie Wojciechowski, The Joint Corp., [email protected]
Investor Contact: Kirsten Chapman, LHA Investor Relations, 415-433-3777, [email protected]